UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended: December 31, 2005
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 No. 1-8383
MISSION WEST PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 95-2635431
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
10050 Bandley Drive, Cupertino, CA 95014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 725-0700
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Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $.001 par value per share American Stock Exchange
Pacific Exchange, Inc.
Securities Registered Pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the Registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
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 to this
Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large
accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of June 30, 2005, the aggregate market value of the Registrant's common
stock held by non-affiliates of the registrant was $188,071,337 based on the
closing price as reported on the American Stock Exchange.
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at February 28, 2006
--------------------------------------- ----------------------------------
Common Stock, $.001 par value per share 18,448,791 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's proxy statement to be delivered to stockholders in
connection with the Registrant's 2006 Annual Meeting of Stockholders to be held
on May 17, 2006 are incorporated by reference into Part III of this Form 10-K.
The Registrant intends to file its proxy statement within 120 days after its
fiscal year end.
FORWARD LOOKING INFORMATION
This annual report contains forward-looking statements within the meaning of the
federal securities laws. We intend such forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with these safe harbor provisions.
Forward-looking statements include our discussion of "Quantitative and
Qualitative Disclosures about Market Risks" in Item 7A below. Forward-looking
statements, which are based on certain assumptions and describe future plans,
strategies and expectations of us, are generally identifiable by use of the
words "believe," "expect," "intend," "anticipate," "estimate," "project" or
similar expressions. Our ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Factors which could have a
material adverse effect on the operations and future prospects of the Company
include, but are not limited to, changes in: economic conditions generally and
the real estate market specifically, legislative or regulatory provisions
affecting the Company (including changes to laws governing the taxation of Real
Estate Investment Trusts ("REITs")), availability of capital, interest rates,
competition, supply of and demand for office and industrial properties in our
current and proposed market areas, tenant defaults and bankruptcies, and general
accounting principles, policies and guidelines applicable to REITs. In addition,
the actual timing of development, construction, and leasing on the projects that
the Company believes it may acquire in the future under the Berg Land Holdings
Option Agreement is unknown presently. These risks and uncertainties, together
with the other risks described from time to time in our reports and documents
filed with the Securities and Exchange Commission, should be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements. See Part I, Item 1A, Risk Factors.
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MISSION WEST PROPERTIES, INC.
2005 FORM 10-K ANNUAL REPORT
Table of Contents
PART I PAGE NO.
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Item 1. Business 1
Item 1A. Risk Factors 9
Item 1B. Unresolved Staff Comments 15
Item 2. Properties 16
Item 3. Legal Proceedings 21
Item 4. Submission of Matters to a Vote of Security Holders 21
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities 22
Item 6. Selected Financial Data 23
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 25
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 42
Item 8. Consolidated Financial Statements and Supplementary Data 43
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 79
Item 9A. Controls and Procedures 79
Item 9B. Other Information 80
PART III
Item 10. Directors and Executive Officers of the Registrant 81
Item 11. Executive Compensation 81
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters 81
Item 13. Certain Relationships and Related Transactions 81
Item 14. Principal Accountant Fees and Services 81
PART IV
Item 15. Exhibits and Financial Statement Schedules 82
Signatures 83
Rule 13a-14(a) Certifications 97
Section 1350 Certifications 100
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PART I
ITEM 1. BUSINESS
ORGANIZATION AND GENERAL BUSINESS DESCRIPTION
Mission West Properties, Inc. (the "Company") acquires, markets, leases,
and manages research and development ("R&D") properties, primarily located
in the Silicon Valley portion of the San Francisco Bay Area. As of December
31, 2005, we owned and managed 107 properties totaling approximately 7.8
million rentable square feet of R&D properties through four limited
partnerships, or operating partnerships, for which we are the sole general
partner. R&D property is designed for research and development and office
uses and, in some cases, includes space for light manufacturing operations
with loading docks. We believe that we have one of the largest portfolios
of R&D properties in the Silicon Valley. There are six tenants who
individually lease in excess of 300,000 rentable square feet from us:
Microsoft Corporation, Apple Computer, Inc., Fujitsu America (a subsidiary
of Fujitsu Limited), JDS Uniphase Corporation, NEC Electronics America,
Inc. (a subsidiary of NEC Electronics Corporation) and Ciena Corporation.
For federal income tax purposes we have operated as a self-managed,
self-administered and fully integrated Real Estate Investment Trust
("REIT") since fiscal 1999.
Prior to July 1, 1998, most of our properties were under the ownership or
control of Carl E. Berg, his brother Clyde J. Berg, certain members of
their respective immediate families, and certain entities in which Carl E.
Berg and/or Clyde J. Berg held controlling or other ownership interests
(the "Berg Group"). We acquired these properties as of July 1, 1998 by
becoming the general partner of each of the four operating partnerships in
an UPREIT transaction. At that time, we also acquired ten properties
comprising approximately 560,000 rentable square feet from entities
controlled by third parties in which the Berg Group members were
significant owners.
Through various property acquisition agreements with the Berg Group and
subject to the approval of the Independent Directors Committee of the Board
of Directors, we have the right to purchase, on pre-negotiated terms, R&D
and other types of office and light industrial properties that the Berg
Group develops in the future. With in-house development, architectural and
construction personnel, the Berg Group continues to focus on a full range
of land acquisition, development and construction activities for R&D
properties, often build-to-suit, to meet the demands of Silicon Valley
information technology companies. As the developer, the Berg Group takes on
the risks of purchasing the land, obtaining regulatory approvals and
permits and financing construction. Since September 1998, we have acquired
approximately 3,135,000 additional rentable square feet of R&D properties
from the Berg Group under these agreements.
OUR RELATIONSHIP WITH THE BERG GROUP
Through a series of transactions occurring between May 1997 and December
1998, we became the vehicle for substantially all of the Silicon Valley R&D
property operating activities of the Berg Group. We are the general partner
pursuant to the partnership agreements of the operating partnerships and,
along with members of the Berg Group and other individuals, are party to an
Exchange Rights Agreement and the Berg Land Holdings Option Agreement. Each
agreement defines the material rights and obligations among us, the Berg
Group members, and other parties to those agreements. Among other things,
these agreements give us rights to:
- control the operating partnerships;
- acquire, subject to approval of the Independent Directors Committee of
the Board of Directors, on pre-negotiated terms, all future R&D
properties developed by the Berg Group on land currently owned or
acquired in the future; and
- acquire R&D, office and industrial properties identified by the Berg
Group in California, Oregon and Washington, subject to approval of the
Independent Directors Committee of the Board of Directors.
Under these agreements, our charter or our bylaws, the Berg Group has the
right to:
- designate two of five nominees for director to be elected by our
stockholders, subject to the Berg Group's maintenance of certain
ownership interests;
- participate in our securities offerings;
- exchange their operating partnership interests ("O.P. Units") for
shares of our common stock;
- 1 -
- vote on major transactions, subject to its maintenance of certain
ownership interests; and
- prevent us from selling properties when the sale will have adverse tax
consequences to the Berg Group members.
To comply with REIT requirements that restrict the percentage of the total
value of our stock that may be owned by five or fewer individuals to 50% or
less, our charter generally prohibits the direct or indirect ownership of
more than 9% of our common stock by any stockholder. This limit excludes
the Berg Group, which has an aggregate ownership limit of 20%. Currently,
the Berg Group members collectively own less than 1% of the outstanding
shares of our common stock.
Carl E. Berg, the Company's Chairman of the Board of Directors and Chief
Executive Officer and the controlling member of the Berg Group, has been
engaged in the development and long-term ownership of Silicon Valley real
estate for more than 35 years, most recently through Berg & Berg
Enterprises ("Berg & Berg"). In 1969, Mr. Berg foresaw the rising demand
for efficient, multi-purpose facilities for the rapidly growing information
technology industry in the Silicon Valley. Since 1972, in addition to his
real estate activities, Mr. Berg also has been actively involved in venture
capital investments in many information technology companies in the Silicon
Valley, including such companies as Amdahl Corporation, Sun Microsystems,
Inc., and Integrated Device Technologies, Inc. He serves on the board of
directors of numerous information technology companies. These activities
have helped Mr. Berg develop a detailed understanding of the real estate
requirements of information technology companies, acquire valuable market
information and increase his name recognition within the venture capital
and entrepreneurial communities. These activities also manifest his
commitment to the growth and success of Silicon Valley companies. We
believe that Mr. Berg's substantial knowledge of and contacts in the
information technology industry provide a significant benefit to the
Company.
BUSINESS STRATEGY
Our acquisition, growth and operating strategy incorporates the following
elements:
- working with the Berg Group to take advantage of their abilities and
resources to pursue development opportunities which we have an option
to acquire, on pre-negotiated terms, upon completion and leasing;
- capitalizing on opportunistic acquisitions from third parties of
high-quality R&D properties that provide attractive initial yields and
significant potential for growth in cash-flow;
- focusing on general purpose, single-tenant Silicon Valley R&D
properties for information technology companies in order to maintain
low operating costs, reduce tenant turnover and capitalize on our
relationships with these companies and our extensive knowledge of
their real estate needs; and
- maintaining prudent financial management principles that emphasize
current cash flow while building long-term value, the acquisition of
pre-leased properties to reduce development and leasing risks and the
maintenance of sufficient liquidity to acquire and finance properties
on desirable terms.
ACQUIRING PROPERTIES DEVELOPED BY THE BERG GROUP
We anticipate that most of our growth, if any, in rentable square footage
in the foreseeable future will come from the acquisition of new R&D
properties that are either currently under development or to be developed
in the future by the Berg Group. The Berg Land Holdings Option Agreement
gives us the right to acquire future R&D property developments by the Berg
Group on up to 74 additional acres of land currently controlled by the Berg
Group, which could support approximately 1.2 million square feet of new
developments. Nevertheless, at this time we do not anticipate acquiring any
additional newly constructed R&D properties from the Berg Group for several
years because of the current market conditions in the Silicon Valley.
In light of the overcapacity in the Silicon Valley R&D properties market,
the Berg Group currently is seeking local government approval of a proposed
rezoning of the 160-acre Evergreen site to permit residential development
on a substantial portion of the site. The Independent Directors Committee,
which is responsible for reviewing, evaluating and authorizing action with
respect to any transaction between us and any member of the Berg Group, has
authorized removal of the Evergreen site from the scope of the Berg Land
Holdings Option Agreement, subject to the completion of the rezoning of the
160-acre Evergreen site, or portion thereof, for residential development.
In making this determination, the Independent Directors Committee
considered a number of factors, including risks and other potentially
adverse consequences that could be associated with large scale residential
development activities. Any portion of the Evergreen site that is not
rezoned as residential property is not deemed to be removed from the scope
of the Berg Land Holdings Option Agreement and would remain eligible for
potential future acquisition under the Berg Land Holdings Option Agreement.
- 2 -
In April 2005, the Berg Group disclosed the receipt of an offer from an
unrelated party to purchase a portion of the Piercy & Hellyer land
comprised of approximately 10 acres in San Jose, California that is subject
to the Berg Land Holdings Option Agreement with us. The prospective
purchaser has disclosed its intention to develop "for sale" industrial type
buildings. In light of the overcapacity in the Silicon Valley R&D
properties market and our current inventory of available buildings for
lease in this submarket, the Independent Directors Committee, which is
responsible for reviewing, evaluating and authorizing action with respect
to any transaction between us and any member of the Berg Group, authorized
removal of this approximately 10-acre parcel of land from the scope of the
Berg Land Holdings Option Agreement, subject to the completion of the sale
to the unrelated party. In making this determination, the Independent
Directors Committee considered a number of factors, including risks and
other potentially adverse consequences that could be associated with
acquiring undeveloped land for future development. In the event this parcel
of land is not sold to this prospective purchaser, the parcel would not be
deemed to be removed from the scope of the Berg Land Holdings Option
Agreement and would remain eligible for potential future acquisition by the
Company, under the Berg Land Holdings Option Agreement.
BERG LAND HOLDINGS OPTION AGREEMENT. We believe that control of high
quality, developable land is an important strategic factor for continued
success in the Silicon Valley market. In December 1998, we entered into the
Berg Land Holdings Option Agreement under which we have an option to
purchase all land acquired, directly or indirectly, by Carl E. Berg or
Clyde J. Berg that has not been improved with completed buildings and which
is zoned, intended or appropriate for R&D, office and/or industrial
development or use in the states of California, Oregon and Washington. In
addition, Carl E. Berg has agreed not to directly or indirectly acquire or
develop any real property zoned for office, industrial or R&D use in the
states of California, Oregon and Washington without first disclosing and
making the acquisition opportunity available to us. Our Independent
Directors Committee decides whether we will pursue each opportunity
presented to us by Mr. Berg. This restriction will expire when there is no
Berg Group nominee on our board of directors and the Berg Group's fully
diluted ownership percentage, which is calculated based on all outstanding
shares of common stock and all shares of common stock that could be
acquired upon the exercise of all outstanding options to acquire our voting
stock, as well as all shares of common stock issuable upon exchange of all
O.P. Units ("Fully Diluted"), falls below 25%.
As of December 31, 2005, we had acquired 20 leased R&D properties totaling
approximately 1,992,000 rentable square feet under this agreement at a cost
of approximately $205.2 million, for which we issued 7,933,849 O.P. Units
and assumed debt of approximately $118 million. The principal terms of the
agreement include the following:
- So long as the Berg Group members and their affiliates own or have the
right to acquire shares representing at least 65% of our common stock
on a Fully Diluted basis, we will have the option to acquire any
building developed by any member of the Berg Group on the land subject
to the Berg Land Holdings Option Agreement at such time as the
building has been leased. Upon our exercise of the option, the option
price will equal the sum of the following or a lesser amount as
approved by the Independent Directors Committee:
1. the full construction cost of the building; plus
2. 10% of the full construction cost of the building; plus
3. interest at LIBOR plus 1.65%, on the amount of the full
construction cost of the building for the period from the date
funds were disbursed by the developer to the close of escrow;
plus
4. the original acquisition cost of the parcel on which the
improvements will be constructed, which range from $8.50 to
$20.00 per square foot for land currently owned or under option;
plus
5. 10% per annum of the amount of the original acquisition cost of
the parcel from the later of January 1, 1998 and the seller's
acquisition date, to the close of escrow; minus
6. the aggregate principal amount of all debt encumbering the
acquired property.
- The acquisition cost, net of any debt, will be payable in cash, or
O.P. Units valued at the average closing price of our common stock
over the 30-trading-day period preceding the acquisition or, in cash,
at the option of the Berg Group.
- We also must assume all property tax assessments.
- If we elect not to exercise the option with respect to any property,
the Berg Group may hold and lease the property for its own account, or
may sell it to a third party.
- All action taken by us under the Berg Land Holdings Option Agreement,
including any variations from stated terms outlined above must be
approved by a majority of the members of the Independent Directors
Committee of our Board of Directors.
- 3 -
As a general policy which has been established by the Independent Directors
Committee, we do not acquire properties under the Berg Land Holdings Option
Agreement until they have been leased. We are responsible for a significant
portion of the leasing process in connection with such acquisitions,
however.
The following table presents certain information concerning currently
identified land that we have the right to acquire under the Berg Land
Holdings Option Agreement.
Approximate Rentable Area
Available Land: Net Acres (Square Feet)
----------------------------------- ----------------------- -----------------------------
Piercy & Hellyer 20 327,000
Morgan Hill (1) 18 288,025
King Ranch 12 207,000
Fremont & Cushing 24 387,000
----------------------- -----------------------------
Total 74 1,209,025
======================= =============================
(1) This land is owned by the TBI joint ventures partnership. We expect to
own an approximate 50% interest in the partnership through one of our
operating partnerships. The property will be operated and managed by
the other joint venture partner in the entity.
Although we expect to acquire new properties or joint ventures available to
us under the terms of the Berg Land Holdings Option Agreement, subsequent
to the approval by the Independent Directors Committee of our Board of
Directors, there can be no assurance that we actually will consummate any
of the intended transactions. Furthermore, we have not yet determined the
means by which we would acquire and pay for any such properties or the
impact of any of the acquisitions on our business, results of operations,
financial condition, Funds from Operation ("FFO") or available cash for
distribution. See Item 1A, "Risk Factors - Our contractual business
relationships with the Berg Group present additional conflicts of interest
which may result in the realization of economic benefits or the deferral of
tax liabilities by the Berg Group without equivalent benefits to our
stockholders."
Given the downturn in the Silicon Valley real estate market for R&D/office
properties, we may not be able to maintain historical levels of growth from
acquisitions of new developments in the future.
OPPORTUNISTIC ACQUISITIONS
In addition to our principal opportunities under the Berg Land Holdings
Option Agreement, we believe our acquisitions experience, established
network of real estate and information technology professionals, and
overall financial condition will continue to provide opportunities for
external growth. In general, we will seek opportunistic acquisitions of
high quality, well located Silicon Valley R&D properties in situations
where illiquidity or inadequate management permit their acquisition at
favorable prices, and where our management skills and knowledge of Silicon
Valley submarkets may facilitate increases in cash flow and asset value.
Furthermore, our use of the operating partnership structure allows us to
offer prospective sellers the opportunity to contribute properties on a
tax-deferred basis in exchange for O.P. Units. Although we have not
consummated any transactions like this since our July 1, 1998 acquisition
of the Berg Group properties, this capacity to complete tax-deferred
transactions with sellers of real property further enhances our ability to
acquire additional properties.
FOCUS ON SINGLE TENANT SILICON VALLEY R&D Properties
We intend to continue to emphasize the acquisition of single-tenant rather
than multi-tenant properties, a practice that has historically contributed
to the relatively low turnover and higher occupancy rates on our
properties. We believe that the relatively small number of tenants (72)
leasing our properties, mostly under the triple net lease structure, allows
us to efficiently manage the properties and to serve our tenants' needs
without extensive in-house staff or the assistance of a third-party
property management organization. In addition, this emphasis allows us to
incur less expense for tenant improvements and leasing commissions than
multi-tenant, high turnover property owners. This strategy also reduces the
time and expense associated with obtaining building permits and other
governmental approvals. We believe that the relatively stable, extended
relationships that we have developed with our key tenants are valuable in
the expansion of our business.
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RECENT RENTAL MARKET DEVELOPMENTS AND THEIR IMPACT ON OUR BUSINESS
All of the Company's properties are located in the Northern California area
known as Silicon Valley, which generally consists of portions of Santa
Clara County, Southwestern Alameda County, Southeastern San Mateo County
and Eastern Santa Cruz County. The Silicon Valley economy and business
activity slowed markedly during 2001 through 2005 after fast-paced growth
in 1999 and 2000. In the past several years, the Silicon Valley R&D
property market has fluctuated with the local economy. According to a
recent report by NAI BT Commercial Real Estate, vacancy rates for Silicon
Valley R&D property decreased from approximately 22.4% in late 2004 to
19.6% at the end of 2005. Total vacant R&D square footage in Silicon Valley
at the end of the fourth quarter of 2005 amounted to 30.3 million square
feet, of which 22.9%, or 6.9 million square feet, was sublease space. Total
negative net absorption (which is the computation of gross square footage
leased less gross new square footage vacated for the period presented) in
2004 amounted to approximately (0.3) million square feet. For the year
2005, there was total positive net absorption of approximately 3.6 million
square feet as local economic conditions improved, but the overall R&D
property market did not recover. Average asking market rent per square foot
was $0.88 at year-end for 2005 and 2004, although individual properties
within any particular submarket presently may be leased above or below the
current average asking market rental rates within that submarket. The
impact of vacancies has not been uniform throughout the area, however. The
Silicon Valley R&D property market is characterized by a substantial number
of submarkets, with rent and vacancy rates varying by submarket and
location within each submarket. In addition, the time to complete the
marketing and lease up of vacant space has increased from an average of
several months to as much as an average of 18 to 36 months as a result of
the over-supply of R&D properties in the market.
For the years ended December 31, 2005 and 2004, average occupancy in our
portfolio was 67.9% and 71.7%, respectively. Prior to the first quarter of
2002, we had achieved historical average occupancy levels of above 98%
since 1999. We believe that maintaining average occupancy levels above 98%
will not be sustainable given the current economic environment, as
evidenced by our occupancy level of 66.7% at December 31, 2005.
Despite our strategic focus on single tenant properties and leases, in
order to meet market conditions, we have been, and expect to continue
leasing less than the entire premises of some of our R&D properties to a
single tenant from time to time. Leasing our R&D properties, which
generally have been built for single tenant occupancy, to multiple tenants
can increase our leasing costs and operating expenses and reduce the
profitability of our leasing activities.
Although we scrutinize each prospective tenant's creditworthiness and
continually evaluate the financial capacity of both our prospective and
existing tenants, a downturn in tenants' businesses may weaken tenants'
financial conditions and could result in defaults under their lease
obligations. We believe that the average 2006 renewal rental rates for our
properties will be approximately equal to, or perhaps, below current market
rents. In addition, leasing activity for new build-to-suit and vacated R&D
properties has slowed considerably during the past several years. Leases
representing approximately 523,000 rentable square feet, or 9% of our 2006
cash rent, are scheduled to expire during 2006. If we are unable to lease a
significant portion of any vacant space or space scheduled to expire; if we
experience significant tenant defaults as a result of the current economic
downturn; if we restructure existing leases and lower existing rents in
order to retain tenants for an extended term; or if we increase our lease
costs and operating expenses substantially to accommodate multiple tenants
in our R&D properties; or if we are not able to lease space at or above
current market rates, our results of operations and cash flows will be
adversely affected.
OPERATIONS
We operate as a self-administered, self-advised and self-managed REIT with
our own employees. Generally, as the sole general partner of the operating
partnerships, we control the business and assets of the operating
partnerships and have full and complete authority, discretion and
responsibility with respect to the operating partnerships' operations and
transactions, including, without limitation, acquiring additional
properties, borrowing funds, raising new capital, leasing buildings and
selecting and supervising all agents of the operating partnerships.
Although most of our leases are triple net and building maintenance and
tenant improvements are the responsibility of the tenants, from time to
time we may be required to undertake construction and repair work at our
properties. We will bid all major work competitively to subcontractors.
Members of the Berg Group may participate in the competitive bidding for
the work.
We generally will market the properties and negotiate leases with tenants
ourselves. We make the availability of our properties known to the
brokerage community to garner their assistance in locating prospective
tenants. As a result, we expect to retain our policy of paying fixed
commissions to tenants' brokers.
We believe that our business practices provide us with competitive
advantages, including -
- 5 -
- EXTERNAL DEVELOPMENT AFFILIATE. We have the option to purchase all
future R&D, office, industrial property developments of the Berg Group
under the Berg Land Holdings Option Agreement on land currently held
or acquired directly or indirectly by Carl E. Berg or Clyde J. Berg
that is zoned for those purposes and located in California, Oregon and
Washington following completion and lease-up of the property. The
acquisition terms and conditions for the existing and identified
projects have been pre-negotiated and are documented under the Berg
Land Holdings Option Agreement. This relationship provides us with the
economic benefits of development while eliminating development and
initial lease-up risks. It also provides us with access to one of the
most experienced development teams in the Silicon Valley without the
expense of maintaining development personnel.
- LEAN ORGANIZATION, EXPERIENCED TEAM. In part because of our primary
focus on Silicon Valley, our experience with the special real estate
requirements of information technology tenants and the long-term
triple-net structure of our leases, we are able to conduct and expand
our business with a small management team comprised of highly
qualified and experienced professionals working within a relatively
flat organizational structure. We believe that the leanness of our
organization and our experience will enable us to rapidly assess and
respond to market opportunities and tenant needs, control operating
expenses and develop and maintain excellent relationships with
tenants. We further believe that these advantages translate into
significantly lower costs for operations and give us the ability,
along with the Berg Group, to compete favorably with other R&D
property developers in Silicon Valley, especially for build-to-suit
projects subject to competitive bidding. Furthermore, we believe this
lower cost structure allows us to generate better returns from
properties whose value can be increased through appropriate remodeling
and efficient property management.
- SOUND PROPERTY MANAGEMENT PRACTICES. For each property, the management
team, along with the Berg Group staff, develops a specific marketing
and property management program. We select vendors and subcontractors
on a competitive bid basis from a select group of highly qualified
firms with whom we maintain ongoing relationships and carefully
supervise their work.
OPERATING PARTNERSHIP AGREEMENTS
MANAGEMENT
The operating partnerships consist of four separate limited partnerships
engaged in the combined operation and ownership of all our properties. The
operating partnership agreements are identical in all material respects for
all four of the limited partnerships. Pursuant to the operating partnership
agreements, we act as the sole general partner of the operating
partnerships, in which capacity we have exclusive control of the business
and assets of the operating partnerships and generally have full and
complete authority, discretion and responsibility with respect to the
operating partnerships' operations and transactions, including, without
limitation, acquisitions of additional properties, borrowing funds, raising
new capital, leasing buildings, as well as selecting and supervising all
employees and agents of the operating partnerships. Through our authority
to manage our business and affairs, our Board of Directors directs the
business of the operating partnerships.
Notwithstanding our effective control of the operating partnerships, the
Berg Group holds a substantial majority of the outstanding O.P. Units and
the consent of the limited partners holding a majority of the outstanding
O.P. Units is required with respect to certain extraordinary actions
involving the operating partnerships, including:
- the amendment, modification or termination of the operating
partnership agreements;
- a general assignment for the benefit of creditors or the appointment
of a custodian, receiver or trustee for any of the assets of the
operating partnerships;
- the institution of any proceeding for bankruptcy of the operating
partnerships;
- the transfer of any general partnership interests in the operating
partnerships, including, with certain exceptions, transfers attendant
to any merger, consolidation or liquidation of our corporation;
- the admission of any additional or substitute general partner in the
operating partnerships; and
- a change of control of the operating partnerships.
In addition, until the ownership interest of the Berg Group and its
affiliates is less than 15% of the common stock on a Fully Diluted basis,
the consent of the limited partners holding a majority of the outstanding
O.P. Units is also required with respect to:
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- the liquidation of the operating partnerships;
- the sale or other transfer of all or substantially all of the assets
of the operating partnerships and certain mergers and business
combinations resulting in the complete disposition of all O.P. Units;
and
- the issuance of limited partnership interests having seniority as to
distributions, assets and voting over the O.P. Units.
TRANSFERABILITY OF O.P. UNITS
The operating partnership agreements provide that the limited partners may
transfer their O.P. Units, subject to certain limitations. Except for
certain transfers by the limited partners to or from certain of their
affiliates, however, all transfers may be made only with our prior written
consent as the sole general partner of the operating partnerships.
In addition, no transfer of O.P. Units by the limited partners may be made
in violation of certain regulatory and other restrictions set forth in the
operating partnership agreements. Except in the case of certain permitted
transfers to or from certain affiliates of the limited partners, the
exchange rights, the put rights, rights to participate in future equity
financings and provisions requiring the approval of certain limited
partners for certain matters will no longer be applicable to O.P. Units so
transferred, and the transferee will not have any rights to nominate
persons to our Board of Directors.
ADDITIONAL CAPITAL CONTRIBUTIONS AND LOANS
Each operating partnership agreement provides that, if the operating
partnership requires additional funds to pursue its investment objectives,
we may fund such investments by raising additional equity capital and
making a capital contribution to the operating partnerships or by borrowing
such funds and lending the net proceeds of such loans to the operating
partnerships. If we intend to provide additional funds through a
contribution to capital and purchase of units of general partnership
interest, the limited partners will have the right to participate in such
funding on a pro rata, pari passu basis and to acquire additional O.P.
Units. If the limited partners do not participate in such financing, we
will acquire additional units of general partnership interest. In either
case, the number of additional units of partnership interest will be
increased based upon the amount of the additional capital contributions and
the value of the operating partnerships as of the date such contributions
are made.
In addition, as general partner of the operating partnerships, we have the
ability to cause the operating partnerships to issue additional O.P. Units.
In the event that the operating partnerships issue new O.P. Units for cash
but not property, the limited partners will have the right to purchase new
O.P. Units at the price we offer in the transaction giving rise to such
participation right in order, and to the extent necessary, to maintain
their respective percentage interests in the operating partnerships.
EXCHANGE RIGHTS, PUT RIGHTS AND REGISTRATION RIGHTS
Under the Exchange Rights Agreement between us and the limited partners,
the limited partners have exchange rights that generally became exercisable
on December 29, 1999. The Exchange Rights Agreement permits every limited
partner to tender O.P. Units to us, and, at our election, to receive common
stock on a one-for-one basis at then-current market value, an equivalent
amount of cash, or a combination of cash and common stock in exchange for
the O.P. Units tendered, subject to the 9% overall ownership limit imposed
on non-Berg Group stockholders under our charter document, or the overall
20% Berg Group ownership limit, as the case may be. For more information,
please refer to this Item 1A, "Risk Factors - Failure to satisfy federal
income tax requirements for REITs could reduce our distributions, reduce
our income and cause our stock price to fall." This exchange ratio is
subject to adjustment for stock splits, stock dividends, recapitalizations
of our common stock and similar types of corporate actions. In addition,
once in each 12-month period beginning each December 29, the limited
partners, other than Carl E. Berg and Clyde J. Berg, may exercise a put
right to sell their O.P. Units to the operating partnerships at a price
equal to the average market price of the common stock for the 10-trading
day period immediately preceding the date of tender. Upon any exercise of
the put rights, we will have the opportunity for a period of 15 days to
elect to fund the purchase of the O.P. Units and purchase additional
general partner interests in the operating partnerships for cash, unless
the purchase price exceeds $1 million in the aggregate for all tendering
limited partners, in which case, the operating partnerships or we will be
entitled, but not required, to reduce proportionally the number of O.P.
Units to be acquired from each tendering limited partner so that the total
purchase price is not more than $1 million.
The shares of our common stock issuable in exchange for the O.P. Units
outstanding at July 1, 1998 and the O.P. Units issued pursuant to the
Pending Projects Acquisition Agreement were registered under the Securities
Act and generally may be sold without restriction if they are acquired by
limited partners that are not affiliates, as defined under SEC Rule 144.
For more information please refer to this Item 1A, "Risk Factors - Shares
eligible for future sale could affect the market price of our stock." The
Exchange Rights Agreement gives the holders of O.P. Units the right to
participate in any registered public
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offering of the common stock initiated by us to the extent of 25% of the
total shares sold in the offering upon converting O.P. Units to shares of
common stock, but subject to the underwriters' unlimited right to reduce
the participation of all selling stockholders. The holders of O.P. Units
will be able to request resale registrations of shares of common stock
acquired on exchange of O.P. Units on a Form S-3, or any equivalent form of
registration statement. We are obligated to effect no more than two such
registrations in any 12-month period. We are obligated to assist the O.P.
Unit holders in obtaining a firm commitment underwriting agreement for such
resale from a qualified investment-banking firm. If registration on Form
S-3, or an equivalent form, is not available for any reason, we will be
obligated to effect a registration of the shares to be acquired on exercise
of the exchange rights on Form S-11, or an equivalent form, in an
underwritten public offering, upon demand by the holders of no fewer than
500,000 O.P. Units. All holders of O.P. Units will be entitled to
participate in such registration. We will bear all costs of such
registrations other than selling expenses, including commissions and
separate counsels' fees of the O.P. Unit holders. We will not be required
to affect any registration for resale on Form S-3, or equivalent form of
common stock shares issuable to the holder of O.P. Units if the request is
for less than 250,000 shares.
OTHER MATTERS
The operating partnership agreements require that the operating
partnerships be operated in a manner that will enable us to satisfy the
requirements for being classified as a REIT and to avoid any federal income
or excise tax liability.
The operating partnership agreements provide that the combined net
operating cash flow from all the operating partnerships, as well as net
sales and refinancing proceeds, will be distributed from time to time as
determined by our Board of Directors, but not less frequently than
quarterly, pro rata in accordance with the partners' percentage interests
in the operating partnerships, taken as a whole. This provision is intended
to cause the periodic distributions per O.P. Unit and per share of our
common stock to be equal. As a consequence of this provision, the capital
interest of a partner in each of the operating partnerships, including our
capital interests, might at times differ significantly from the partner's
percentage interest in the net income and cash flow of that operating
partnership. We do not believe that such differences would have a material
impact on our business, financial condition or funds available for
distributions, however.
Pursuant to the operating partnership agreements, the operating
partnerships will also assume and pay when due, or reimburse us for payment
of, certain costs and expenses relating to our continuity of existence and
operations.
The operating partnership agreements provide that, upon the exercise of an
outstanding option under the 2004 Equity Incentive Plan (including options
granted originally under the 1997 Stock Option Plan), we may purchase
additional general partner interests in the operating partnerships by
contributing the exercise proceeds to the operating partnerships. Our
increased interest shall be equal to the percentage of outstanding shares
of common stock and O.P. Units on an as-converted basis represented by the
shares acquired upon exercise of the option.
TERM
The operating partnerships will continue in full force and effect until
December 31, 2048 or until sooner dissolved pursuant to the terms of the
operating partnership agreements.
EMPLOYEES
As of February 28, 2006, we employed five people, all of whom work at our
executive offices at 10050 Bandley Drive, Cupertino, California, 95014.
FACILITIES
We lease office space at 10050 Bandley Drive, Cupertino, California from
Berg & Berg Enterprises, Inc. and share clerical staff and other overhead
on what we consider to be favorable terms. The total monthly rent payable
by us to Berg & Berg Enterprises, Inc. is $7,520.
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ITEM 1A. RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS, TOGETHER WITH THE OTHER
INFORMATION CONTAINED ELSEWHERE IN THIS FORM 10-K. THE FOLLOWING RISKS
RELATE PRINCIPALLY TO OUR BUSINESS AND THE INDUSTRY IN WHICH WE OPERATE.
THE RISKS AND UNCERTAINTIES CLASSIFIED BELOW ARE NOT THE ONLY ONES WE FACE.
WE ARE DEPENDENT ON CARL E. BERG, AND IF WE LOSE HIS SERVICES OUR BUSINESS
MAY BE HARMED AND OUR STOCK PRICE COULD FALL.
We are substantially dependent upon the leadership of Carl E. Berg, our
Chairman and Chief Executive Officer. Losing Mr. Berg's knowledge and
abilities could have a material adverse effect on our business and the
value of our common stock. Mr. Berg manages our day-to-day operations and
devotes a significant portion of his time to our affairs, but he has a
number of other business interests as well. These other activities reduce
Mr. Berg's attention to our business.
MR. BERG AND HIS AFFILIATES EFFECTIVELY CONTROL OUR CORPORATION AND THE
OPERATING PARTNERSHIPS AND MAY ACT IN WAYS THAT ARE DISADVANTAGEOUS TO
OTHER STOCKHOLDERS.
SPECIAL BOARD VOTING PROVISIONS
Our governing corporate documents, which are our articles of amendment and
restatement, or charter, and our bylaws, provide substantial control rights
for the Berg Group. The Berg Group's control of our corporation means that
the value and returns from an investment in the Company's common stock are
subject to the Berg Group's exercise of its rights. These rights include a
requirement that Mr. Berg or his designee as director approve certain
fundamental corporate actions, including amendments to our charter and
bylaws and any merger, consolidation or sale of all or substantially all of
our assets. In addition, our bylaws provide that a quorum necessary to hold
a valid meeting of the Board of Directors must include Mr. Berg or his
designee. The rights described in the two preceding sentences apply only as
long as the Berg Group members and their affiliates, other than us and the
operating partnerships, beneficially own, in the aggregate, at least 15% of
our outstanding shares of common stock on a Fully Diluted basis. Also,
directors representing more than 75% of the entire Board of Directors must
approve other significant transactions, such as incurring debt above
certain amounts and conducting business other than through the operating
partnerships. Without the approval of Mr. Berg or his designee, the Board
of Directors' approval that we may need for actions that might result in a
sale of your stock at a premium or raising additional capital when needed
could be difficult or impossible to obtain.
BOARD OF DIRECTORS REPRESENTATION
The Berg Group members have the right to designate two of the director
nominees submitted by our Board of Directors to stockholders for election,
as long as the Berg Group members and their affiliates, other than us and
the operating partnerships, beneficially own, in the aggregate, at least
15% of our outstanding shares of common stock calculated on a Fully Diluted
basis. If the Fully Diluted ownership of the Berg Group members and their
affiliates, other than us and the operating partnerships, is less than 15%
but is at least 10% of the common stock, the Berg Group members have the
right to designate one of the director nominees submitted by our Board of
Directors to stockholders for election. Its right to designate director
nominees affords the Berg Group substantial control and influence over the
management and direction of our corporation. The Berg Group's interests
could conflict with the interests of our stockholders and could adversely
affect the price of our common stock.
SUBSTANTIAL OWNERSHIP INTEREST
The Berg Group currently owns O.P. Units representing approximately 74.1%
of the equity interests in the operating partnerships and approximately
74.1% of our equity interests on a Fully Diluted basis. The O.P. Units may
be converted into shares of common stock, subject to limitations set forth
in our charter and other agreements with the Berg Group, and upon
conversion would represent voting control of our corporation. The Berg
Group's ability to exchange its O.P. Units for common stock permits it to
exert substantial influence over the management and direction of our
corporation. This influence increases our dependence on the Berg Group.
LIMITED PARTNER APPROVAL RIGHTS
Mr. Berg and other limited partners, including other members of the Berg
Group, may restrict our operations and activities through rights provided
under the terms of the amended and restated agreement of limited
partnership which governs each of the operating partnerships and our legal
relationship to each operating partnership as its general partner. Matters
requiring approval of the holders of a majority of the O.P. Units, which
necessarily would include the Berg Group, include the following:
- 9 -
- the amendment, modification or termination of any of the operating
partnership agreements;
- the transfer of any general partnership interest in the operating
partnerships, including, with certain exceptions, transfers attendant
to any merger, consolidation or liquidation of our corporation;
- the admission of any additional or substitute general partners in the
operating partnerships;
- any other change of control of the operating partnerships;
- a general assignment for the benefit of creditors or the appointment
of a custodian, receiver or trustee for any of the assets of the
operating partnerships; and
- the institution of any bankruptcy proceeding for any operating
partnership.
In addition, as long as the Berg Group members and their affiliates, other
than us and the operating partnerships, beneficially own, in the aggregate,
at least 15% of the outstanding shares of common stock on a Fully Diluted
basis, the consent of the limited partners holding the right to vote a
majority of the total number of O.P. Units outstanding is also required
with respect to:
- the sale or other transfer of all or substantially all of the assets
of the operating partnerships and certain mergers and business
combinations resulting in the complete disposition of all O.P. Units;
- the issuance of limited partnership interests senior to the O.P. Units
as to distributions, assets and voting; and
- the liquidation of the operating partnerships.
The liquidity of an investment in the Company's common stock, including our
ability to respond to acquisition offers, will be subject to the exercise
of these rights.
OUR CONTRACTUAL BUSINESS RELATIONSHIPS WITH THE BERG GROUP PRESENT
ADDITIONAL CONFLICTS OF INTEREST, WHICH MAY RESULT IN THE REALIZATION OF
ECONOMIC BENEFITS OR THE DEFERRAL OF TAX LIABILITIES BY THE BERG GROUP
WITHOUT EQUIVALENT BENEFITS TO OUR STOCKHOLDERS.
Our contracts with the Berg Group provide it with interests that could
conflict with those of our other stockholders, including the following:
- our headquarters are leased from an entity owned by the Berg Group, to
whom we pay rent of $7,520 per month;
- the Berg Group is permitted to conduct real estate and business
activities other than our business;
- if we decline an opportunity that has been offered to us, the Berg
Group may pursue it, which would reduce the amount of time that Mr.
Berg could devote to our affairs and could result in the Berg Group's
development of properties that compete with our properties for
tenants;
- in general, we have agreed to limit the liability of the Berg Group to
our corporation and our stockholders arising from the Berg Group's
pursuit of these other opportunities;
- we acquired most of our properties from the Berg Group on terms that
were not negotiated at arm's length and without many customary
representations and warranties that we would have sought in an
acquisition from an unrelated party; and
- we have assumed liability for debt to the Berg Group and debt for
which the Berg Group was liable.
The Berg Group has agreed that the Independent Directors Committee of our
Board of Directors must approve all new transactions between us and any of
its members, or between us and any entity in which it directly or
indirectly owns 5% or more of the equity interests, including the operating
partnerships for this purpose. This committee currently consists of three
directors who are independent of the Berg Group.
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EXCLUDED PROPERTIES
With our prior knowledge, the Berg Group retained two R&D properties in
Scotts Valley, Santa Cruz County, California, in which the operating
partnerships and we have no ownership interest. Efforts of the Berg Group
to lease these other properties could interfere with similar efforts on our
behalf.
BERG LAND HOLDINGS
The Berg Group owns several parcels of unimproved land in the Silicon
Valley that the operating partnerships and we have the right to acquire
under the terms of the Berg Land Holdings Option Agreement. We have agreed
to pay an amount based on pre-negotiated terms for any of the properties
that we do acquire. We must pay the acquisition price in cash unless the
Berg Group elects, in its discretion, to receive O.P. Units valued at the
average market price of a share of common stock during the 30-trading-day
period preceding the acquisition date. At the time of acquisition, which is
subject to the approval of the Independent Directors Committee, these
properties may be encumbered by debt that we or the operating partnerships
will be required to assume or repay. The use of our cash or an increase in
our indebtedness to acquire these properties could have a material adverse
effect on our financial condition, results of operations and ability to
make cash distributions to our stockholders. The Independent Directors
Committee recently authorized the removal of a 160-acre site from the Berg
Land Holdings Option Agreement if the Berg Group is able to obtain
residential development zoning for any portion of this land. The
Independent Directors Committee determined that this site is not likely to
be of future development interest to us, and so the Berg Group is now able
to pursue its own residential development opportunities for this site. Any
portions of such site that are rezoned as residential will no longer be
subject to the Berg Land Holdings Option Agreement and will not provide any
future benefit to us.
TAX CONSEQUENCES OF SALE OF PROPERTIES
Because many of our properties have unrealized taxable gain, a sale of
those properties could create adverse income tax consequences for the
limited partners of the operating partnerships. We have agreed with Carl E.
Berg, Clyde J. Berg and John Kontrabecki, a limited partner in two of the
operating partnerships, that prior to December 29, 2008, each of them may
prevent us and the operating partnerships from selling or transferring any
of the properties that were acquired from them in our July 1998 UPREIT
acquisition if the proposed sale or other transfer will be a taxable
transaction. As a result, our opportunities to sell these properties may be
limited. If we need to sell any of these properties to raise cash to
service our debt, acquire new properties, pay cash distributions to
stockholders or for other working capital purposes, we may be unable to do
so. These restrictions could harm our business and cause our stock price to
fall.
TERMS OF TRANSFERS: ENFORCEMENT OF AGREEMENT OF LIMITED PARTNERSHIP
The terms of the Pending Projects Acquisition Agreement, the Berg Land
Holdings Option Agreement, the partnership agreement of each operating
partnership and other material agreements through which we have acquired
our interests in the operating partnerships and the properties formerly
controlled by the Berg Group were not determined through arm's-length
negotiations and could be less favorable to us than those obtained from an
unrelated party. In addition, Mr. Berg and representatives of the Berg
Group sitting on our Board of Directors may be subject to conflicts of
interests with respect to their obligations as our directors to enforce the
terms of the partnership agreement of each operating partnership when such
terms conflict with their personal interests. The terms of our charter and
bylaws also were not determined through arm's-length negotiations. Some of
these terms, including representations and warranties applicable to
acquired properties, are not as favorable as those that we would have
sought through arm's-length negotiations with unrelated parties. As a
result, an investment in our common stock may involve risks not found in
businesses in which the terms of material agreements have been negotiated
at arm's length.
RELATED PARTY DEBT
On October 26, 2005, the Independent Directors Committee of the Board of
Directors approved the termination of the $20 million line of credit
agreement between the Company and the Berg Group effective October 31,
2005. The Berg Group line of credit was originally scheduled to mature in
March 2006. There are no borrowings currently outstanding under the Berg
Group line of credit. We did not incur any fees or charges for terminating
the Berg Group line of credit. We are liable under a mortgage loan of $10.1
million due June 2010 that we assumed in connection with our acquisition of
the 5300-5350 Hellyer Avenue R&D properties that we acquired in May 2000
under the Berg Land Holdings Option Agreement. If we are unable to repay
our debts to the Berg Group when due, the Berg Group could take action to
enforce our payment obligations. Potential actions by the Berg Group to
enforce these obligations could result in the foreclosure in one or more of
our properties and a reduction in the amount of cash distributions to our
stockholders. In turn, if we fail to meet the minimum distributions test
because of a loan default or another reason, we could lose our REIT
classification for federal income tax purposes. For more information please
refer to Item 1A, "Risk Factors - Failure to satisfy federal income tax
requirements for REITs could reduce our distributions, reduce our income
and cause our stock price to fall."
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OUR OPTION TO ACQUIRE R&D PROPERTIES DEVELOPED ON EXISTING LAND AND LAND
ACQUIRED IN THE FUTURE BY THE BERG GROUP WILL TERMINATE WHEN THE BERG
GROUP'S OWNERSHIP INTEREST HAS BEEN REDUCED.
The Berg Land Holdings Option Agreement, as amended, which provides us with
significant benefits and opportunities to acquire additional R&D properties
from the Berg Group, will expire when the Berg Group and their affiliates
(excluding us and the operating partnerships) own less than 65% of our
common stock on a Fully Diluted basis. Termination of the Berg Land
Holdings Option Agreement could result in limitation of our growth, which
could cause our stock price to fall.
WE MAY CHANGE OUR INVESTMENT AND FINANCING POLICIES AND INCREASE YOUR RISK
WITHOUT STOCKHOLDER APPROVAL.
Our Board of Directors determines the investment and financing policies of
the operating partnerships and our policies with respect to certain other
activities, including our business growth, debt capitalization,
distribution, and operating policies. Our Board of Directors may amend
these policies at any time without a vote of the stockholders. Changes in
these policies could materially adversely affect our financial condition,
results of operations and ability to make cash distributions to our
stockholders, which could harm our business and cause our stock price to
fall. For more information please refer to Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Policies
with Respect to Certain Activities."
ANTI-TAKEOVER PROVISIONS IN OUR CHARTER COULD PREVENT ACQUISITIONS OF OUR
STOCK AT A SUBSTANTIAL PREMIUM.
Provisions of our charter and our bylaws could delay, defer or prevent a
transaction or a change in control of our corporation, or a similar
transaction, that might involve a premium price for our shares of common
stock or otherwise be in the best interests of our stockholders. Provisions
of the Maryland general corporation law, which would apply to potential
business combinations with acquirers other than the Berg Group or
stockholders who invested in us in December 1998, also could prevent the
acquisition of our stock for a premium, as discussed in "Certain Provisions
of Maryland Law and of our Charter and Bylaws."
AN INVESTMENT IN OUR STOCK INVOLVES RISKS RELATED TO REAL ESTATE
INVESTMENTS THAT COULD HARM OUR BUSINESS AND CAUSE OUR STOCK PRICE TO FALL.
RENTAL INCOME VARIES
Real property investments are subject to varying degrees of risk.
Investment returns available from equity investments in real estate depend
in large part on the amount of income earned and capital appreciation,
which our properties generate, as well as our related expenses incurred. If
our properties do not generate revenues sufficient to meet operating
expenses, debt service and capital expenditures, our income and ability to
make distributions to our stockholders will be adversely affected. Income
from our properties may also be adversely affected by general economic
conditions, local economic conditions such as oversupply of commercial real
estate, the attractiveness of our properties to tenants and prospective
tenants, competition from other available rental property, our ability to
provide adequate maintenance and insurance, the cost of tenant
improvements, leasing commissions and tenant inducements and the potential
of increased operating costs, including real estate taxes.
EXPENDITURES FOR PROPERTY OWNERSHIP ARE FIXED
Income from properties and real estate values are also affected by a
variety of other factors, such as governmental regulations and applicable
laws, including real estate, zoning and tax laws, interest rate levels and
the availability of financing. Various significant expenditures associated
with an investment in real estate, such as mortgage payments, real estate
taxes and maintenance expenses, generally are not reduced when
circumstances cause a reduction in revenue from the investment. Thus, our
operating results and our cash flow may decline materially if our rental
income is reduced.
ILLIQUIDITY
Real estate investments are relatively illiquid, which limits our ability
to restructure our portfolio in response to changes in economic or other
conditions.
GEOGRAPHIC CONCENTRATION
All of our properties are located in the southern portion of the San
Francisco Bay Area commonly referred to as the "Silicon Valley." The
Silicon Valley economy has weakened during the past few years, and future
increases in values and rents for our properties depend to a significant
extent on a strong recovery of this region's economy.
LOSS OF KEY TENANTS
Single tenants, many of whom are large, publicly traded information
technology companies, occupy most of our properties. We may lose tenants
when existing leases expire because it may be difficult to re-lease the
same property due to substantial overcapacity of R&D properties in the
Silicon Valley at present. Losing a key tenant could adversely affect our
operating results and our ability to make distributions to stockholders if
we are unable to obtain replacement tenants promptly.
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Moreover, to retain key tenants upon the expiration of existing leases we
may need to reduce rents, which also could adversely affect our operating
results and ability to make distributions.
TENANT BANKRUPTCIES
Key tenants could seek the protection of the bankruptcy laws, which could
result in the rejection and termination of their leases, thereby causing a
reduction in our rental income. Under the bankruptcy laws, these tenants
may have the right to reject their leases with us and our claim for rent
will be limited to the greater of one year or 15% of the total amount owing
under the leases upon default, but not to exceed three years of the
remaining term of the lease following the earlier of the petition filing
date or the date on which we gained repossession of the property, as well
as any rent that was unpaid on the earlier of those dates.
OUR SUBSTANTIAL INDEBTEDNESS
Our properties are subject to substantial indebtedness. If we are unable to
make required mortgage payments, we could sustain a loss as a result of
foreclosure on our properties by the mortgagor. For example, under our
mortgage loan agreements with Northwestern Mutual Life Insurance Company,
the payment of all $100 million outstanding could be accelerated upon the
sale or certain other transfers of more than 51% of the total number of
O.P. Units and shares of common stock of the Company held by the members of
the Berg Group. We have no reason to expect such a sale or transfer in the
foreseeable future, but the members of the Berg Group have no obligation to
us to refrain from any such sale or other transfer. We have adopted a
policy of maintaining a consolidated ratio of debt to total market
capitalization, which includes for this purpose the market value of all
shares of common stock for which outstanding O.P. Units are exchangeable,
of less than 50%. This ratio may not be exceeded without the approval of
more than 75% of our entire Board of Directors. Our Board of Directors may
vote to change this policy, however, and we could become more highly
leveraged, resulting in an increased risk of default on our obligations and
an increase in debt service requirements that could adversely affect our
financial condition, our operating results and our ability to make
distributions to our stockholders.
ENVIRONMENTAL CLEAN-UP LIABILITIES
Our properties may expose us to liabilities under applicable environmental
and health and safety laws. If these liabilities are material, our
financial condition and ability to pay cash distributions may be affected
adversely, which would cause our stock price to fall.
UNINSURED LOSSES
We may sustain uninsured losses with respect to some of our properties. If
these losses are material, our financial condition, our operating results
and our ability to make distributions to our stockholders may be affected
adversely.
EARTHQUAKE DAMAGES ARE UNINSURED
All of our properties are located in areas that are subject to earthquake
activity. Our insurance policies do not cover damage caused by seismic
activity although they do cover losses from fires after an earthquake. We
generally do not consider such insurance coverage to be economical. If an
earthquake occurs and results in substantial damage to our properties, we
could lose our investment in those properties, which loss could have a
material adverse effect on our financial condition, our operating results
and our ability to make distributions to our stockholders.
OUR REAL ESTATE ASSETS MAY BE SUBJECT TO IMPAIRMENT CHARGES.
We continually evaluate the recoverability of the carrying value of our
real estate assets for impairment indicators. Factors considered in
evaluating impairment of our existing real estate assets include
significant declines in property operating profits, recurring property
operating losses and other significant adverse changes in general market
conditions that are considered permanent in nature. Generally, a real
estate asset is not considered impaired if the undiscounted, estimated
future cash flows of the asset over its estimated holding period are in
excess of the asset's net book value at the balance sheet date. Assumptions
used to estimate annual and residual cash flow, the estimated holding
period of such assets, the lease up period when properties are vacant and
future rental income require the judgment of management. Actual results
could be different than our estimates.
In 2004, we recorded an impairment charge to reflect the decline in value
of one of our R&D properties held for sale as of the year end. For further
discussion of this charge please refer to Part II, Item 8, "Consolidated
Financial Statements and Supplementary Data - Note 16, Real Estate Held for
Sale and Discontinued Operations." There can be no assurance that we will
not take additional charges in the future related to the impairment of our
assets. As of the years ended December 31, 2005 and 2004, management
believes it has applied reasonable estimates and judgments in determining
the proper classification of its real estate assets. However, should
external or internal circumstances change requiring the need to shorten the
holding periods or adjust the estimated future cash flows of certain of our
assets, we could be required to record additional impairment charges. If
any real estate asset held for sale is considered impaired, a loss is
provided to reduce the carrying value of the asset
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to its fair value, less selling costs. Any future impairment could have a
material adverse affect on the Company's results of operations and funds
from operations in the period in which the charge is taken.
FAILURE TO SATISFY FEDERAL INCOME TAX REQUIREMENTS FOR REITS COULD REDUCE
OUR DISTRIBUTIONS, REDUCE OUR INCOME AND CAUSE OUR STOCK PRICE TO FALL.
FAILURE TO QUALIFY AS A REIT
Although we currently operate in a manner designed to enable us to qualify
and maintain our REIT status, it is possible that economic, market, legal,
tax or other considerations may cause us to fail to qualify as a REIT or
may cause our Board of Directors either to refrain from making the REIT
election or to revoke that election once made. To maintain REIT status, we
must meet certain tests for income, assets, distributions to stockholders,
ownership interests, and other significant conditions. If we fail to
qualify as a REIT in any taxable year, we will not be allowed a deduction
for distributions to our stockholders in computing our taxable income and
would be subject to federal income tax, including any applicable
alternative minimum tax, on our taxable income at regular corporate rates.
Moreover, unless we were entitled to relief under certain provisions of the
tax laws, we would be disqualified from treatment as a REIT for the four
taxable years following the year in which our qualification was lost. As a
result, funds available for distributions to our stockholders would be
reduced for each of the years involved and, in addition, we would no longer
be required to make distributions to our stockholders.
REIT DISTRIBUTION REQUIREMENTS
To maintain REIT status, we must distribute as a dividend to our
stockholders at least 90% of our otherwise taxable income, after certain
adjustments, with respect to each tax year. We also may be subject to a 4%
non-deductible excise tax in the event our distributions to stockholders
fail to meet certain other requirements. Failure to comply with these
requirements could result in our income being subject to tax at regular
corporate rates and could cause us to be liable for the excise tax.
OWNERSHIP LIMIT NECESSARY TO MAINTAIN REIT QUALIFICATION
As a REIT, the federal tax laws restrict the percentage of the total value
of our stock that may be owned by five or fewer individuals to 50% or less.
Our charter generally prohibits the direct or indirect ownership of more
than 9% of our common stock by any stockholder. This limit excludes the
Berg Group, which has an aggregate ownership limit of 20%. In addition, as
permitted by our charter, our Board of Directors has authorized an
exception to two other stockholders that permits them to collectively own,
directly or indirectly, up to 18.5% of our common stock on an aggregate
basis, subject to the terms of an ownership limit exemption agreement. In
general, our charter prohibits the transfer of shares that result in a loss
of our REIT qualification and provides that any such transfer or any other
transfer that causes a stockholder to exceed the ownership limit will
result in the shares being automatically transferred to a trust for the
benefit of a charitable beneficiary. Accordingly, in the event that either
the Berg Group or the two stockholders increase their stock ownership in
our corporation, a stockholder who acquires shares of our common stock,
even though his, her or its aggregate ownership may be less than 9%, may be
required to transfer a portion of that stockholder's shares to such a trust
in order to preserve our status as a REIT.
STOCKHOLDERS ARE NOT ASSURED OF RECEIVING CASH DISTRIBUTIONS FROM US.
Our income consists primarily of our share of the income of the operating
partnerships, and our cash flow consists primarily of our share of
distributions from the operating partnerships. Differences in timing
between the receipt of income and the payment of expenses in arriving at
our taxable income or the taxable income of the operating partnerships and
the effect of required debt amortization payments could require us to
borrow funds, directly or through the operating partnerships, on a
short-term basis to meet our intended distribution policy.
Our Board of Directors will determine the amount and timing of
distributions by the operating partnerships and of distributions to our
stockholders. Our Board of Directors will consider many factors prior to
making any distributions, including the following:
- the amount of cash available for distribution;
- our financial condition;
- whether to reinvest funds rather than to distribute such funds;
- our committed and projected capital expenditures;
- the amount of cash required for new property acquisitions, including
acquisitions under our existing agreements with the Berg Group;
- the amount of our annual debt service requirements;
- the annual distribution requirements under the REIT provisions of the
federal income tax laws;
- our projected rental rates and revenues;
- prospects of tenant renewals and re-leases of properties subject to
expiring leases;
- cash required for re-leasing activities; and
- 14 -
- such other factors s our Board of Directors deems relevant.
We cannot assure you that we will be able to meet or maintain our cash
distribution objectives.
OUR PROPERTIES COULD BE SUBJECT TO PROPERTY TAX REASSESSMENTS.
We do not believe that the acquisition of any of our interests in the
operating partnerships has resulted in a statutory change in ownership that
could give rise to a reassessment of any of our properties for California
property tax purposes. We cannot assure you, however, that county assessors
or other tax administrative agencies in California will not attempt to
assert that such a change occurred as a result of these transactions.
Although we believe that such a challenge would not be successful
ultimately, we cannot assure you regarding the outcome of any related
dispute or proceeding. A reassessment could result in increased real estate
taxes on our properties that, as a practical matter, we may be unable to
pass through to our tenants in full. This could reduce our net income and
our funds available for distributions and cause our stock price to fall.
OUR OBLIGATION TO PURCHASE TENDERED O.P. UNITS COULD REDUCE OUR CASH
DISTRIBUTIONS.
Each of the limited partners of the operating partnerships, other than Carl
E. Berg and Clyde J. Berg, has the annual right to cause the operating
partnerships to purchase the limited partner's O.P. Units at a purchase
price based on the average market value of the common stock for the
ten-trading-day period immediately preceding the date of tender. Upon a
limited partner's exercise of any such right, we will have the option to
purchase the tendered O.P. Units with available cash, borrowed funds or the
proceeds of an offering of newly issued shares of common stock. These put
rights became exercisable on December 29, 1999, and are available once
during a 12-month period. If the total purchase price of the O.P. Units
tendered by all of the eligible limited partners in one year exceeds $1
million, the operating partnerships or we will be entitled, but not
required, to reduce proportionately the number of O.P. Units to be acquired
from each tendering limited partner so that the total purchase price does
not exceed $1 million. Thus, we might repurchase O.P. Units for a total
purchase price of more than $1 million in one year. The exercise of these
put rights may reduce the amount of cash that we have available to
distribute to our stockholders and could cause our stock price to fall.
In addition, all O.P. Unit holders may tender their O.P. Units to us in
exchange for shares of common stock on a one-for-one basis at then-current
market value or an equivalent amount in cash, at our election. If we elect
to pay cash for the O.P. Units, our liquidity may be reduced and we may
lack sufficient funds to continue paying the amount of our anticipated or
historical cash distributions. This could cause our stock price to fall.
SHARES ELIGIBLE FOR FUTURE SALE COULD AFFECT THE MARKET PRICE OF OUR STOCK.
We cannot predict the effect, if any, that future sales of shares of common
stock, or the availability of shares for future sale, could have on the
market price of our common stock. As of December 31, 2005, all outstanding
shares of our common stock, other than shares controlled by affiliates,
were eligible for sale in the public market without resale restrictions
under the federal securities laws. Sales of substantial amounts of common
stock, including shares issued in connection with the exercise of the
exchange rights held by the limited partners of the operating partnerships,
or the perception that such sales could occur, could adversely affect
prevailing market prices for the common stock. Additional shares of common
stock may be issued to limited partners, subject to the applicable REIT
qualification ownership limit, if they exchange their O.P. Units for shares
of common stock pursuant to their exchange rights, or may be sold by us to
raise funds required to purchase such O.P. Units if eligible limited
partners elect to tender O.P. Units to us using their put rights. Shares of
stock controlled by our affiliates may be sold subject to Rule 144,
including the limitation under Rule 144(e) on the number of shares that may
be sold within a three-month period. Additional common stock reserved under
our 2004 Equity Incentive Plan, including stock options, may also be sold
in the market at some time in the future. Future sales of our common stock
in the market could adversely affect the price of our common stock.
MARKET INTEREST RATES MAY REDUCE THE VALUE OF THE COMMON STOCK.
One of the factors that investors consider important in deciding whether to
buy or sell shares of a REIT is the distribution rate on such shares, as a
percentage of the price of such shares, relative to market interest rates.
If market interest rates go up, prospective purchasers of REIT shares may
expect a higher distribution rate. Higher interest rates would not,
however, increase the funds available for us to distribute, and, in fact,
would likely increase our borrowing costs and decrease funds available for
distributions. Thus, higher market interest rates could cause the price of
our common stock to fall.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
- 15 -
ITEM 2. PROPERTIES
GEOGRAPHIC AND TENANT FOCUS
We focus principally on the facility requirements of information technology
companies in the Silicon Valley, which include space for office, R&D, light
manufacturing and assembly. With the Silicon Valley's highly educated and
skilled work force, history of numerous successful start-up companies and
large contingent of venture capital firms, we believe that this region
will, following the current significant slowdown in the market, continue to
spawn successful new high-growth industries and entrepreneurial businesses
to an extent matched nowhere else in the United States. We believe that our
focus and thorough understanding of the Silicon Valley real estate market
enables us to:
- anticipate trends in the market;
- identify and concentrate our efforts on the most favorably located
sub-markets;
- take advantage of our experience and extensive contacts and
relationships with local government agencies, real estate brokers and
subcontractors, as well as with tenants and prospective tenants; and
- identify strong tenants.
All of our properties are general-purpose R&D/office type properties
located in desirable sub-markets of the Silicon Valley. Many of our
properties have been developed for or leased to single tenants, many of
whom are large, publicly traded information technology companies. Most of
our major tenants have occupied our properties for many years under
triple-net leases that require the tenant to pay substantially all
operating costs, including property insurance, real estate taxes and
general operating costs.
LEASING
The current leases for the properties have terms ranging from one to 15
years. Most of the leases provide for fixed periodic rental increases.
Substantially all of the leases are triple-net leases pursuant to which the
tenant is required to pay substantially all of the operating expenses of
the property, property taxes and insurance, including all maintenance and
repairs, and excluding only certain structural repairs to the building
shell. Most of the leases contain renewal options that allow the tenant to
extend the lease based on adjustments to then prevailing market rates, or
based on fixed rental adjustments, which may be at or below market rates.
PROPERTY PORTFOLIO
All of our properties are R&D/office type properties. Generally, these
properties are one- to two-story buildings of tilt-up concrete
construction, have on average 3.5 or more parking spaces per thousand
rentable square feet, clear ceiling heights of less than 18 feet, and range
in size from approximately 4,500 to 211,000 rentable square feet. Most of
the office space is open and suitable for configuration to meet the
tenants' requirements with the use of movable dividers.
The following table sets forth certain information relating to our
properties as of December 31, 2005:
Major
Percentage Tenants' 2005
Total Occupied Average Rentable Annual
No. of Rentable as of 2005 Sq. Ft. at Base Rents
Location Properties Sq. Ft. Dec. 31, 2005 Occupancy Major Tenants 12/31/05 (1)
---------------------------------------------------------------------------------------------------------------------------
5300-5350 Hellyer Avenue (2) 2 160,000 100% 100% Tyco Electronics Corp. 160,000 $3,518,068
10401-10411 Bubb Road (2) 1 20,330 78% 96% Aeroflex, Inc. 15,830 292,322
45365 Northport Loop West 1 64,218 0% 13% Vacant - 155,770
45700 Northport Loop East 1 47,570 0% 0% Vacant - -
45738 Northport Loop West 1 44,256 100% 100% Quicksil, Inc. 44,256 444,946
4050 Starboard Drive 1 52,232 100% 100% Flash Electronics, Inc. 52,232 724,453
3501 W. Warren Avenue & 1 67,864 52% 52% ASM Nutool, Inc. 35,340 691,719
46600 Fremont Blvd.
- 16 -
Major
Percentage Tenants' 2005
Total Occupied Average Rentable Annual
No. of Rentable as of 2005 Sq. Ft. at Base Rents
Location Properties Sq. Ft. Dec. 31, 2005 Occupancy Major Tenants 12/31/05 (1)
---------------------------------------------------------------------------------------------------------------------------
48800 Milmont Drive 1 53,000 0% 0% Vacant - -
4750 Patrick Henry Drive 1 65,780 0% 18% Vacant - 102,200
Triangle Technology Park (2) 7 416,927 59% 57% Intevac Corporation 129,583 4,822,895
Xicom Technology, Inc. 47,480
LSA - Cleanpart 28,300
IXYS Technologies, Inc. 19,600
Solid Data 19,535
5850-5870 Hellyer Avenue 1 109,715 7% 7% Silver Creek Valley Church 7,675 131,547
5750 Hellyer Avenue 1 73,312 0% 0% Vacant - -
5500-5550 Hellyer Avenue 2 196,534 23% 23% ACT Electronics, Inc. 46,120 588,030
5400 Hellyer Avenue 1 77,184 43% 66% Tasman Networks, Inc. 32,902 423,413
5325-5345 Hellyer Ave. 2 256,500 100% 100% Celestica Asia, Inc. 256,500 5,091,192
5905-5965 Silver Creek 4 346,000 100% 100% CIENA Corporation 346,000 9,356,838
855 Embedded Way 1 67,912 100% 100% Lynuxworks, Inc. 67,912 1,597,182
1065-1105 La Avenida Street 5 515,700 100% 100% Microsoft Corporation 515,700 10,089,304
1750 Automation Parkway 1 80,641 100% 100% JDS Uniphase Corporation 80,641 1,305,251
1756 Automation Parkway (6) 1 80,640 100% 100% JDS Uniphase Corporation 80,640 2,056,716
1762 Automation Parkway (6) 1 61,100 100% 100% JDS Uniphase Corporation 61,100 2,371,664
1768 Automation Parkway (6) 1 110,592 100% 100% JDS Uniphase Corporation 110,592 3,536,328
255 Caspian Drive 1 119,756 100% 25% Equinix Operating Co., Inc. 119,756 592,792
245 Caspian Drive (3) 1 - 0% 0% Vacant - -
5970 Optical Court 1 128,520 100% 100% Photon Dynamics, Inc. 128,520 1,787,124
5900 Optical Court 1 165,000 100% 100% Stryker Endoscopy 165,000 3,329,256
2630 Orchard Parkway 1 60,633 0% 48% Vacant - 173,277
2610 Orchard Parkway 1 54,093 0% 0% Vacant - -
55 West Trimble Road 1 91,722 0% 0% Vacant - -
2001 Walsh Avenue 1 80,000 100% 100% NEC Electronics America, Inc 80,000 766,666
2880 Scott Boulevard 1 200,000 100% 100% NEC Electronics America, Inc200,000 3,265,512
2890 Scott Boulevard 1 75,000 100% 100% NEC Electronics America, Inc.75,000 2,263,895
2800 Scott Boulevard 1 99,800 100% 94% Nvidia Corporation 99,800 1,008,490
2300 Central Expressway 1 46,338 100% 100% JDS Uniphase Corporation 46,338 3,332,022
2220 Central Expressway 1 62,522 0% 33% BRE/San Tomas LLC 62,522 333,333
2330 Central Expressway 1 62,522 0% 0% Vacant - -
2251 Lawson Lane (6) 1 125,000 100% 100% Fujitsu IT Holdings, Inc. 125,000 1,264,768
1230 East Arques 1 60,000 100% 100% Fujitsu IT Holdings, Inc. 60,000 327,069
1250 East Arques 4 200,000 100% 100% Fujitsu IT Holdings, Inc. 200,000 869,311
3120 Scott Blvd. (4) - - - - - - 1,080
- 17 -
Major
Percentage Tenants' 2005
Total Occupied Average Rentable Annual
No. of Rentable as of 2005 Sq. Ft. at Base Rents
Location Properties Sq. Ft. Dec. 31, 2005 Occupancy Major Tenants 12/31/05 (1)
---------------------------------------------------------------------------------------------------------------------------
20400 Mariani Avenue 1 105,000 100% 82% Dade Behring, Inc. 62,323 1,633,219
Apple Computer, Inc. 42,677
10500 De Anza Blvd. 1 211,000 100% 100% Apple Computer, Inc. 211,000 5,206,608
20605-705 Valley Green Dr. 2 142,000 100% 100% Apple Computer, Inc. 142,000 3,254,084
10300 Bubb Road 1 23,400 100% 100% Apple Computer, Inc. 23,400 252,720
10440 Bubb Road 1 19,500 100% 100% Lightmaster Systems, Inc. 10,573 234,930
10460 Bubb Road 1 45,460 94% 81% Luminous Networks, Inc.(5) 30,460 573,406
Blue Lane Technologies, Inc. 12,197
1135 Kern Avenue 1 18,300 0% 4% Vacant - 7,502
450 National Avenue 1 36,100 0% 25% Vacant - 319,371
3301 Olcott Street 1 64,500 0% 0% Vacant - -
2800 Bayview Avenue 1 59,736 0% 0% Vacant - -
5521 Hellyer Avenue 1 203,800 0% 0% Vacant - -
6850 Santa Teresa Blvd. 1 30,000 59% 59% Indala Corporation 17,650 192,391
6810 Santa Teresa Blvd. 1 54,996 13% 21% Silicon Valley Real Estate 7,281 200,143
140-160 Great Oaks Blvd. & 2 105,300 54% 74% Amtech Microelectronics, Inc 31,500 1,217,272
6781 Via Del Oro Santa Clara Water District 25,429
6540-6541 Via Del Oro & 2 66,600 35% 64% Modutek Corporation 17,400 640,629
6385-6387 San Ignacio Ave.
6311-6351 San Ignacio Ave. 5 362,767 46% 44% Saint Gobain 95,953 2,591,541
Avnet, Inc. 32,154
Teledex, LLC 30,000
6320-6360 San Ignacio Ave.(6) 1 157,292 71% 71 % Nortel Networks Corp. 92,692 3,689,281
Quantum 3D, Inc. 19,600
75 East Trimble Road & 2 170,810 59% 90% Comerica Bank 93,984 2,136,958
2610 North First Street
2033-2243 Samaritan Drive 3 235,122 28% 28% Texas Instruments, Inc. 48,677 3,154,294
South Seas Enterprise 12,000
1170 Morse Avenue 1 39,231 100% 100% The Parkinson's Institute 39,231 541,392
3236 Scott Blvd. 1 54,672 100% 100% Celeritek, Inc. 54,672 628,050
1212 Bordeaux Lane 1 71,800 0% 33% Vacant - 528,210
McCandless Technology Park 14 705,958 49% 47% Arrow Electronics, Inc. 92,862 5,762,474
Chartered Semiconductor Mfg. 45,312
ST Assembly Test Serv., Inc. 33,984
Hermes Microvision, Inc. 25,285
A&D Engineering, Inc 19,332
1600 Memorex Drive 1 107,500 100% 100% Sasco Electric 84,700 849,686
International Network Serv. 22,800
1688 Richard Avenue 1 52,800 100% 100% NWE Technology, Inc. 52,800 354,624
1700 Richard Avenue 1 58,783 100% 100% Broadwing Comm Services, Inc 58,783 755,359
---------------- -------
TOTAL 107 7,801,340 67% $101,338,577
================= ============
- 18 -
(1) Annual cash rents do not include any effect for recognition of rental
income on the straight-line method of accounting required by generally
accepted accounting principles in the United States of America under
which contractual rent payment increases are recognized evenly over
the lease term.
(2) Joint venture properties.
(3) Property represents a commitment by the Berg Group to construct an
approximate 75,000 to 90,000 square foot building on land acquired
during 2001.
(4) This property was sold in 2005. It is included in this table for the
sole purpose of presenting the annual cash rent received in 2005.
(5) Luminous Networks terminated its lease obligations effective February
28, 2006.
(6) JDS Uniphase, Fujitsu and Nortel Networks are currently in negotiation
to terminate their lease obligations with us for the indicated
properties. An additional 377,000 rentable square feet will be vacant
in 2006 if we accept these lease terminations.
We own 100% of all of the properties, except for one of the buildings in
the Triangle Technology Park, which is owned by a joint venture in which
we, through an operating partnership, own a 75% interest, the property at
10401-10411 Bubb Road, which is owned by a joint venture in which we,
through an operating partnership, own an 83.33% interest, and the
properties at 5300-5350 Hellyer Avenue, which are owned by a joint venture
in which we, through an operating partnership, own a 50% interest, and a
Berg affiliate owns the other 50% venture interest.
LEASE EXPIRATIONS
The following table sets forth a schedule of the lease expirations for the
properties beginning with 2006, assuming that none of the tenants exercise
existing renewal options or termination rights. The table excludes
2,416,353 rentable square feet that was vacant as of January 1, 2006.
Number of Percentage of Total Annual
Year of Lease Leases Rentable Square Footage 2006 Annual Base Rent Base Rent Represented By
Expiration Expiring Subject to Expiring Leases Under Expiring Leases (1) Expiring Leases (2)
--------------------------------------------------------------------------------------------------------------------
2006 19 523,173 $ 9,185,419 9.2%
2007 18 1,026,814 21,277,637 21.3%
2008 12 395,112 3,951,054 4.0%
2009 15 611,141 9,192,654 9.2%
2010 8 481,267 8,709,139 8.7%
2011 3 696,484 15,089,192 15.1%
2012 5 430,617 8,622,735 8.7%
2013 1 125,044 543,941 0.6%
2014 4 771,323 16,759,694 16.8%
2015 2 204,256 4,021,913 4.0%
Thereafter 1 98,500 2,389,132 2.4%
--------------------------------------------------------------------------------------------------
88 5,363,731 $99,742,510 100%
==================================================================================================
(1) The base rent for expiring leases is based on scheduled 2006 cash
rent, which is different than annual rent determined in accordance
with GAAP.
(2) Based upon 2006 cash rent as discussed in Note (1)
(3) JDS Uniphase, Fujitsu and Nortel Networks are currently in negotiation
to terminate certain lease obligations with us. An additional 377,000
rentable square feet will be vacant in 2006 if we accept these lease
terminations. Also includes Luminous rent, a tenant who terminated its
lease obligations in early 2006.
If we are unable to lease a significant portion of the available space or
space scheduled to expire in 2006 and thereafter at any of our properties;
if existing tenants do not renew their leases; or if rental rates decrease,
our results of operations, financial condition and cash flows would be
adversely affected.
ENVIRONMENTAL MATTERS
To date, compliance with laws and regulations relating to the protection of
the environment, including those regarding the discharge of materials into
the environment has not had any material effects upon our capital
expenditures, earnings or competitive position.
- 19 -
Under various federal, state and local laws, ordinances and regulations, an
owner or operator of real property may be held liable for the costs of
removal or remediation of certain hazardous or toxic substances located on
or in the property. Such laws often impose liability on the owner and
expose the owner to governmental proceedings without regard to whether the
owner knew of, or was responsible for, the presence of the hazardous or
toxic substances. The cost of any required remediation or removal of such
substances may be substantial. In addition, the owner's liability as to any
specific property is generally not limited and could exceed the value of
the property and/or the aggregate assets of the owner. The presence of such
substances, or the failure to properly remove or remediate such substances,
may also adversely affect the owner's ability to sell or rent the property
or to borrow using the property as collateral. Persons who arrange for
treatment or the disposal of hazardous or toxic substances may also be
liable for the costs of any required remediation or removal of the
hazardous or toxic substances at a disposal facility, regardless of whether
the facility is owned or operated by such owner or entity. In connection
with the ownership of the properties or the treatment or disposal of
hazardous or toxic substances, we may be liable for such costs.
Some of our properties are leased, in part, to businesses, including
manufacturers that use, store or otherwise handle hazardous or toxic
substances in their business operations. These operations create a
potential for the release of hazardous or toxic substances. In addition,
groundwater contaminated by chemicals used in various manufacturing
processes, including semiconductor fabrication, underlies a significant
portion of northeastern Santa Clara County, where many of our properties
are located.
Environmental laws also govern the presence, maintenance and removal of
asbestos. These laws require that owners or operators of buildings
containing asbestos properly manage and maintain the asbestos, that they
adequately inform or train those who may come into contact with asbestos
and that they undertake special precautions, including removal or other
abatement in the event that asbestos is disturbed during renovation or
demolition of a building. These laws may impose fines and penalties on
building owners or operators for failure to comply with these requirements
and may allow third parties to seek recovery from owners or operators for
personal injury associated with exposure to asbestos fibers. We are aware
that there are asbestos-containing materials, or ACMs, present at several
of the properties, primarily in floor coverings. We believe that the ACMs
present at these properties are generally in good condition and that no
ACMs are present at the remaining properties. We believe we are in
compliance in all material respects with all present federal, state and
local laws relating to ACMs and that if we were given limited time to
remove all ACMs present at the properties, the cost of such removal would
not have a material adverse effect on our financial condition, results of
operations and ability to make cash distributions to our stockholders.
Phase I assessments are intended to discover and evaluate information
regarding the environmental condition of the surveyed property and
surrounding properties. Phase I assessments generally include a historical
review, a public records review, an investigation of the surveyed site and
surrounding properties and the preparation and issuance of a written
report, but do not include soil sampling or subsurface investigations and
typically do not include an asbestos survey. Environmental assessments have
been conducted for about half of the properties.
The environmental investigations that have been conducted on our properties
have not revealed any environmental liability that we believe would have a
material adverse effect on our financial condition, results of operations
and assets, and we are not aware of any such liability. Nonetheless, it is
possible that there are material environmental liabilities of which we are
unaware. We cannot assure you that future laws, ordinances, or regulations
will not impose any material environmental liability, or that the current
environmental condition of the properties has not been, or will not be,
affected by tenants and occupants of the properties, by the condition of
properties in the vicinity of the properties, or by third parties unrelated
to us.
- 20 -
ITEM 3. LEGAL PROCEEDINGS
Neither the operating partnerships, the properties nor we are subject to
any material litigation nor, to our knowledge, is any material litigation
threatened against the operating partnerships, the properties or us. From
time to time, we are engaged in legal proceedings arising in the ordinary
course of our business. We do not expect any of such proceedings to have a
material adverse effect on our cash flows, financial condition or results
of operations. We are currently involved in the following legal proceedings
which we believe the ultimate outcome, will have no material adverse effect
on our financial statements.
REPUBLIC PROPERTIES CORPORATION ("RPC") V. MISSION WEST PROPERTIES, L.P.
("MWP"), IN THE CIRCUIT COURT OF MARYLAND FOR BALTIMORE CITY CASE NO.
24-C-00-005675. RPC is a former 50% partner with Mission West Properties,
L.P. in the Hellyer Avenue Limited Partnership ("Hellyer LP"). In April
2004 the Circuit Court for Baltimore City, Maryland issued a Memorandum
Opinion in the case and awarded damages of $933,548 to the RPC plaintiffs,
which must be paid by us or MWP. The court denied all requests by MWP,
including a declaration that all of RPC's interests in Heller L.P. were
validly converted to limited partnership interests and transferred to MWP
or its designee in accordance with the terms of the Hellyer L.P.
partnership agreement. The court also denied RPC's request for an
injunction ordering the reinstatement of RPC's partnership interests in
Hellyer L.P. We have appealed the decision to the Maryland Appeals Court.
We do not believe that any further court decisions in this case, for or
against us and MWP, will have a material adverse effect on our business. We
have a receivable from a Berg Group affiliate for the amount of
distributions it received as the successor to RPC's interest in the Hellyer
LP which exceeds the amount of the damages awarded to the RPC parties and
would be used to pay for those damages in the event the decision of the
Circuit Court is upheld ultimately. Furthermore, we have never accounted
for the 50% interest of RPC as our asset and if RPC is deemed to have
retained that interest or reacquires that interest our balance sheet and
financial condition would not be impacted. Although to date, we have
consolidated the assets, liabilities and operating results of the Hellyer
LP and allocated 50% of the operating income to the minority interest
holder. In February 2001, we filed a suit against RPC in Superior Court of
the State of California for the County of Santa Clara Case No. CV 796249
which has been stayed pending resolution of the Maryland case. In July
2004, RPC attached our bank account for approximately $1.1 million.
Following a July 2004 hearing in Superior Court of the State of California
for the County of Santa Clara, the parties agreed that we will post a $1.5
million bond and RPC will remove the attachment of our bank account until
final resolution of the appeal in Maryland. On February 4, 2005, the
Maryland Appeals Court heard our appeal. On March 1, 2005, the Maryland
Appeals Court ruled in favor of MWP, finding that the Circuit Court of
Maryland could not assert personal jurisdiction in the RPC suit. In April
2005, the decision of the Maryland Appeals Court became final, and MWP
obtained a court order for the release of a $1,551 bond, which it posted to
remove an attachment order issued to RPC. In April 2005, RPC submitted a
motion to the Superior Court of the State of California effectively asking
the court to prevent MWP from dismissing the previously dismissed
California suit. In July 2005, the Maryland Supreme Court agreed to hear an
appeal filed by RPC. In December 2005, the Maryland Supreme Court heard the
appeal filed by RPC. The Maryland Supreme Court has not rendered its
decision.
In January 2004, the GLOBAL CROSSING ESTATE REPRESENTATIVE, FOR ITSELF AND
THE LIQUIDATING TRUSTEE OF THE GLOBAL CROSSING LIQUIDATING TRUST V. MISSION
WEST PROPERTIES L.P. filed an action in United States Bankruptcy Court
Southern District of New York Case No. 02-40188 (REG) asserting that
payments of $815,052 made in the ordinary course of business within 90 days
of the Global Crossing bankruptcy filing were preference payments. In
addition, the Global debtors and the Creditors' Committee filed an
objection to the unsecured claim filed by Mission West Properties in the
Global cases for $16,710,605. We have engaged legal counsel to defend
ourselves in this claim and intend to vigorously contest the matter. On
February 9, 2005, the Court held a hearing to consider the objection filed
with respect to Mission West Properties' claim. In April 2005, we filed a
motion for summary judgment in the United States Bankruptcy Court Southern
District of New York requesting the Court to dismiss the preference claim.
The motion for summary judgment was denied. Discovery continues by both
parties and no trial date has been set.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of stockholders during the fourth
quarter of the year ended December 31, 2005.
- 21 -
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the American Stock Exchange ("AMEX") and the
Pacific Exchange, Inc. and trades under the symbol "MSW." The high and low
closing sale prices per share of common stock as reported on AMEX during
each quarter of 2005 and 2004 were as follows:
2005 2004
----------------------------- -----------------------------
High Low High Low
------------- ------------- ------------- -------------
1st Quarter $11.19 $10.04 $14.00 $12.81
2nd Quarter $10.53 $ 9.50 $13.44 $11.40
3rd Quarter $11.00 $10.02 $12.14 $ 9.95
4th Quarter $10.26 $ 9.71 $10.95 $ 9.51
On February 28, 2006, there were 191 registered holders of the Company's
common stock. We declared and paid dividends in each quarter of 2005 and
2004. We expect to pay quarterly dividends during 2006. The following
tables show information for quarterly dividends for 2005 and 2004.
2005
-----------------------------------------------
Payment Dividend
Record Date Date Per Share
------------- ------------- -------------
1st Quarter 03/31/05 04/07/05 $0.16
2nd Quarter 06/30/05 07/07/05 0.16
3rd Quarter 09/30/05 10/06/05 0.16
4th Quarter 12/31/05 01/05/06 0.16
-------------
Total $0.64
=============
2004
-----------------------------------------------
Payment Dividend
Record Date Date Per Share
------------- ------------- -------------
1st Quarter 03/31/04 04/08/04 $0.24
2nd Quarter 06/30/04 07/08/04 0.24
3rd Quarter 09/30/04 10/07/04 0.24
4th Quarter 12/31/04 01/07/05 0.16
-------------
Total $0.88
=============
For federal income tax purposes, we have characterized 89% of the dividends
declared in 2005 as taxable ordinary income and 11% as return of capital
(unaudited). For 2004, we have characterized 98% of the dividends declared
as taxable ordinary income and 2% as return of capital (unaudited).
The closing price of our common stock on December 30, 2005, the last
trading day, was $9.74 per share.
- 22 -
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected historical financial information
for Mission West Properties, Inc. See Part II - Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Overview and Background" for discussion of business combinations and
property dispositions that materially affect the comparability of the
selected financial data.
Selected consolidated financial data is derived from the audited financial
statements and notes thereto (see Part II - Item 8, "Consolidated Financial
Statements and Supplementary Data,") and is as follows:
Years Ended December 31,
-------------------------------------------------------------------------
2005 2004 2003 2002 2001
------------- -------------- ------------- ------------- ------------
(dollars in thousands, except per share data)
OPERATING DATA:
Revenue:
Rental revenue from real estate $100,765 $119,339 $129,275 $127,675 $121,307
Tenant reimbursements 14,762 14,919 18,683 19,759 17,000
Other income 4,606 6,913 4,525 4,246 2,462
------------- -------------- ------------- ------------- ------------
Total revenues 120,133 141,171 152,483 151,680 140,769
------------- -------------- ------------- ------------- ------------
Expenses:
Property operating, maintenance and real
estate taxes 19,478 20,046 20,866 23,370 18,007
Interest 21,295 17,581 16,446 9,588 8,704
Interest (related parties) 972 1,077 1,064 3,422 4,709
General and administrative 1,910 2,011 1,324 1,488 1,284
Depreciation and amortization of real estate 21,283 21,347 20,139 17,675 16,109
------------- -------------- ------------- ------------- ------------
Total expenses 64,938 62,062 59,839 55,543 48,813
------------- -------------- ------------- ------------- ------------
Income before gain on sales of assets, equity in
earnings of unconsolidated joint venture and
minority interests 55,195 79,109 92,644 96,137 91,956
Gain on sales of assets - - - - 11,453
Equity in earnings of unconsolidated joint venture 724 2,947 3,885 - -
Minority interests (46,234) (68,199) (80,459) (80,348) (86,375)
------------- -------------- ------------- ------------- ------------
Income from continuing operations 9,685 13,857 16,070 15,789 17,034
Discontinued operations, net of minority interests:
Gain from disposal of discontinued operations 445 - - 1,018 -
(Loss)/income attributable to discontinued
operations (1) (103) (545) 142 308 1,052
------------- -------------- ------------- ------------- ------------
(Loss)/income from discontinued operations 342 (545) 142 1,326 1,052
------------- -------------- ------------- ------------- ------------
Net income to common stockholders $10,027 $13,312 $16,212 $17,115 $18,086
============= ============== ============= ============= ============
Net income to minority interests $47,524 $66,100 $80,836 $86,641 $91,312
============= ============== ============= ============= ============
Basic net income from continuing operations per share $0.53 $0.77 $0.90 $0.90 $1.00
Diluted net income from continuing operations per share$0.53 $0.77 $0.90 $0.88 $0.97
Basic net income/(loss) from discontinued
operations per share $0.02 ($0.03) $0.01 $0.08 $0.06
Diluted net income/(loss) from discontinued
operations per share $0.02 ($0.03) $0.01 $0.08 $0.06
Basic net income per share $0.55 $0.74 $0.91 $0.98 $1.06
Diluted net income per share $0.55 $0.74 $0.91 $0.96 $1.03
Dividends per share $0.64 $0.88 $0.96 $0.96 $0.89
PROPERTY AND OTHER DATA:
Total properties, end of period (2) 107 109 109 101 97
Total rentable square feet, end of period (000's) 7,780 7,917 7,917 7,164 6,799
Average monthly rental revenue per square foot (3) $1.58 $1.80 $1.77 $1.71 $1.59
Occupancy at end of period 67% 71% 77% 84% 97%
FUNDS FROM OPERATIONS (4): $79,152 $103,320 $117,918 $118,444 $115,013
Cash flows provided by operating activities $21,898 $38,970 $36,104 $34,452 $40,521
Cash flows used in investing activities ($2,875) ($1,519) ($109,983) ($20,744) ($3,040)
Cash flows provided by/(used) in financing activities$10,899 ($40,061) $73,529 ($14,539) ($36,862)
- 23 -
December 31,
-------------------------------------------------------------------------
2005 2004 2003 2002 2001
------------- -------------- ------------- ------------- ------------
(dollars in thousands)
BALANCE SHEET DATA:
Real estate assets, net of accumulated depr. & amort.$ 927,381 $ 960,863 $ 985,751 $886,122 $857,653
Total assets 1,023,377 1,005,656 1,032,632 926,783 909,953
Line of credit - related parties - 9,560 6,320 58,792 79,887
Revolving line of credit - 24,208 23,965 23,839 -
Loan payable - - - 20,000 -
Debt 357,481 292,822 299,858 125,062 127,416
Debt - related parties 10,051 10,420 10,762 11,078 11,371
Total liabilities 407,680 380,355 394,324 289,817 286,768
Minority interests 500,682 512,089 524,918 526,580 514,810
Stockholders' equity $115,015 $113,212 $113,390 $110,386 $108,375
Common stock outstanding 18,448,791 18,097,191 17,894,691 17,487,329 17,329,779
O.P. Units issued and outstanding 86,088,095 86,384,695 86,398,064 86,474,032 85,762,541
(1) Upon the implementation of SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," on January 1, 2002, the operating results
of real estate held for sale and sold are reported as discontinued
operations for all years presented. Additionally, all gains and losses on
the sale of assets classified as held for sale subsequent to January 1,
2002 are included in discontinued operations. As the operating results and
gains or losses from the sale of real estate assets prior to January 1,
2002 are included in continuing operations, the presentation of results is
not comparable between years.
(2) As of December 31, 2005, 2004, 2003, 2002 and 2001, total properties
include a property at 245 Caspian in Sunnyvale with no building. During
2001, the Company paid the Berg Group approximately $7.5 million for their
commitment to complete an approximate 75,000 to 90,000 square foot building
on the property.
(3) Average monthly rental revenue per square foot has been determined by
taking the total cash base rent for the period divided by the number of
months in the period, and then divided by the average occupied square feet
in the period.
(4) Funds from Operations ("FFO") is a non-GAAP financial instrument used by
REITs to measure and compare operating performance. As defined by the
National Association of Real Estate Investment Trusts ("NAREIT"), FFO
represents net income (loss) before minority interest of unit holders
(computed in accordance with GAAP), including non-recurring events other
than "extraordinary items" under GAAP and excluding gains and losses from
sales of discontinued operations or depreciable operating properties, plus
real estate related depreciation and amortization (excluding amortization
of deferred financing costs and depreciation of non-real estate assets) and
after adjustments for unconsolidated partnerships and joint ventures. FFO
does include impairment losses for properties held for sale and held for
use. We have revised our FFO computations for 2002 and 2001 for the
inclusion of the amortization of leasing commissions in depreciation and
amortization of real estate in order to be comparable to our 2005, 2004 and
2003 FFO presentation and to more closely conform to the NAREIT's FFO
definition. Additionally, our 2005, 2004 and 2003 FFO calculation includes
our portion of the depreciation and amortization of real estate from our
unconsolidated joint venture, but excludes the above-market lease
intangible asset, which was recorded as a reduction of revenues. Management
considers FFO to be an appropriate supplemental measure of the Company's
operating and financial performance because when compared year over year,
it reflects the impact to operations from trends in occupancy rates, rental
rates, operating costs, general and administrative expenses and interest
costs, providing a perspective not immediately apparent from net income. In
addition, management believes that FFO provides useful information about
the Company's financial performance when compared to other REITs since FFO
is generally recognized as the industry standard for reporting the
operations of REITs. FFO should not be considered as an alternative for
neither net income as a measure of profitability nor is it comparable to
cash flows provided by operating activities determined in accordance with
GAAP. FFO is not comparable to similarly entitled items reported by other
REITs that do not define them exactly as we define FFO. SEE PART II - ITEM
7, "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - FUNDS FROM OPERATIONS" FOR RECONCILIATION OF OUR FFO
FIGURES TO OUR NET INCOME DETERMINED IN ACCORDANCE WITH GAAP.
- 24 -
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS, INCLUDING BUT
NOT LIMITED TO STATEMENTS WITH RESPECT TO THE FUTURE FINANCIAL PERFORMANCE,
OPERATING RESULTS, PLANS AND OBJECTIVES OF MISSION WEST PROPERTIES, INC.
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED
DEPENDING UPON A VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED IN PART I -
ITEM 1A, RISK FACTORS.
OVERVIEW AND BACKGROUND
Our original predecessor was formed in 1969 as Palomar Mortgage Investors,
a California business trust, which operated as a mortgage REIT until 1979
when, under the name of Mission Investment Trust, it terminated its status
as a REIT and began to develop and market its own properties. In 1982,
Mission West Properties was incorporated as a successor to Mission
Investment Trust. In 1997, our predecessor, Mission West Properties, sold
all its real estate assets and paid a special dividend of $9.00 per share
to stockholders, after which it retained only nominal assets. Subsequently,
the Berg Group acquired control of the corporation as a vehicle to acquire
R&D properties, or interests in entities owning such properties in a
transaction completed on September 2, 1997. At that time the Berg Group and
other investors acquired an aggregate 79.6% controlling ownership position.
In May 1998, we, the Berg Group members, an independent limited partner,
and certain other persons entered into an acquisition agreement providing,
among other things, for our acquisition of interests as the sole general
partner in the operating partnerships. At the time, the operating
partnerships held approximately 4.34 million rentable square feet of R&D
property located in Silicon Valley. The agreement also provided for the
parties to enter into the Pending Projects Acquisition Agreement, the Berg
Land Holdings Option Agreement and the Exchange Rights Agreement, following
stockholder approval. Effective July 1, 1998, we consummated our
acquisition of the general partnership interests in the operating
partnerships through the purchase of the general partnership interests, and
all limited partnership interests in the operating partnerships were
converted into 59,479,633 O.P. Units, which represented ownership of
approximately 87.89% of the operating partnerships. Our general partnership
interests represented the balance of the ownership of the operating
partnerships. At December 31, 2005, we owned a 17.50% general partnership
interest in the operating partnerships, taken as a whole, on a weighted
average basis.
Since the beginning of calendar year 1999, we have been taxed as a
qualified REIT.
Our reincorporation under the laws of the State of Maryland through the
merger of Mission West Properties into Mission West Properties, Inc.
occurred on December 30, 1998, at which time all outstanding shares issued
by our predecessor California corporation were converted into shares of our
common stock on a one-for-one basis.
In July 1999, we completed a public offering of 8,680,000 shares of our
common stock at $8.25 per share. The net proceeds of approximately $66.9
million, after deducting underwriting discounts and other offering costs,
were used primarily to repay indebtedness.
We have grown through property acquisitions. Since September 1998, we have
acquired a total of approximately 4.2 million rentable square feet of R&D
buildings under the Pending Project Acquisition Agreement, the Berg Land
Holdings Option Agreement, and from unrelated third parties. The total cost
of these properties was approximately $633 million. We issued a total of
27,962,025 O.P. Units and assumed debt totaling approximately $308 million
to acquire them. Major property acquisitions made by us from unrelated
sellers include the following:
On April 9, 2003, we acquired the 36-acre San Tomas Technology Park
consisting of seven R&D properties with a total of approximately 625,000
rentable square feet for $110 million. We financed that acquisition through
new debt and an existing line of credit.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We prepare our consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
("GAAP"), which requires us to make certain estimates, judgments and
assumptions that affect the reported amounts in the accompanying
consolidated financial statements, disclosure of contingent assets and
liabilities and related footnotes. Accounting and disclosure decisions with
respect to material transactions that are subject to significant management
judgments or estimates include impairment of long lived assets, deferred
rent receivables, and allocation of purchase price relating to property
acquisitions and the related depreciable lives assigned. Actual results may
differ from these estimates under different assumptions or conditions.
Critical accounting policies are defined as those that require management
to make estimates, judgments and assumptions, giving due consideration to
materiality, in certain circumstances that affect amounts reported in the
consolidated financial
- 25 -
statements, and potentially result in materially different results under
different conditions and assumptions. We believe that the following best
describe our critical accounting policies:
REAL ESTATE ASSETS
Real estate assets are stated at cost. Cost includes expenditures for
improvements or replacements. Maintenance and repairs are charged to
expense as incurred. Gains and losses from sales are included in income in
accordance with Statement of Financial Accounting Standard ("SFAS") 66,
"Accounting for Sales of Real Estate." The gain on the sale is only
recognized proportionately as the seller receives payments from the
purchaser. Interest income is recognized on an accrual basis, when
appropriate.
BUSINESS COMBINATIONS
Statement of financial Accounting Standards 141, "Business Combinations"
("SFAS 141"), was effective July 1, 2001. The acquisition costs of each
property acquired prior to July 1, 2001 were allocated only to building,
land and leasing commission with building depreciation being computed based
on an estimated weighted average composite useful life of 40 years and
leasing commission amortization being computed over the term of the lease.
Acquisitions of properties made subsequent to the effective date of SFAS
141 are based on an allocation of the acquisition cost to land, building,
tenant improvements, and intangibles for at market and above market in
place leases, and the determination of their useful lives are guided by a
combination SFAS 141 and management's estimates. If we do not appropriately
allocate these components or we incorrectly estimate the useful lives of
these components, our computation of depreciation and amortization expense
may not appropriately reflect the actual impact of these costs over future
periods, which will affect net income.
IMPAIRMENT OF LONG-LIVED ASSETS
We review real estate assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable in accordance with Statement of Financial Accounting Standards
144, "Accounting for the Impairment and Disposal of Long-Lived Assets"
("SFAS 144"). If the carrying amount of the asset exceeds its estimated
undiscounted net cash flow, before interest, we will recognize an
impairment loss equal to the difference between its carrying amount and its
estimated fair value. If impairment is recognized, the reduced carrying
amount of the asset will be accounted for as its new cost. For a
depreciable asset, the new cost will be depreciated over the asset's
remaining useful life. Generally, fair values are estimated using
discounted cash flow, replacement cost or market comparison analyses. The
process of evaluating for impairment requires estimates as to future events
and conditions, which are subject to varying market factors, such as the
vacancy rates, future rental rates and operating costs for R&D facilities
in the Silicon Valley area and related submarkets. The analysis that we
prepare in connection with determining if there may be any asset impairment
loss under SFAS 144 considers several assumptions: holding period of ten
years, 36 months lease up period and cap rate ranging from 8% to 9%.
Therefore, it is reasonably possible that a change in estimate resulting
from judgments as to future events could occur which would affect the
recorded amounts of the property. As discussed in Note 16 to the
consolidated financial statements, we recognized an impairment loss in 2004
on one asset held for sale under the application of this standard.
ALLOWANCE FOR DEFERRED RENT AND DOUBTFUL ACCOUNTS
The preparation of the consolidated financial statements requires us to
make estimates and assumptions. As such, we must make estimates of the
uncollectability of our accounts receivable based on the evaluation of our
tenants' financial position, analyses of accounts receivable and current
economic trends. We also make estimates for a straight-line adjustment
reserve for existing tenants with the potential of early termination,
bankruptcy or ceasing operations. Our estimates are based on our review of
tenants' payment histories, the remaining lease term, whether or not the
tenant is currently occupying our building, publicly available financial
information and such additional information about their financial condition
as tenants provide to us. The information available to us might lead us to
overstate or understate these reserve amounts. The use of different
estimates or assumptions could produce different results. Moreover, actual
future collections of accounts receivable or reductions in future reported
rental income due to tenant bankruptcies or other business failures could
differ materially from our estimates.
CONSOLIDATED JOINT VENTURES
We, through an operating partnership, own three properties that are in
joint ventures of which we have controlling interests. We manage and
operate all three properties. The recognition of these properties and their
operating results are 100% reflected on our consolidated financial
statements, with appropriate allocation to minority interest, because we
have operational and financial control of the investments. We make
judgments and assumptions about the estimated monthly payments made to our
minority interest joint venture partners, which are reported with our
periodic results of operations. Actual results may differ from these
estimates under different assumptions or conditions.
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
We, through an operating partnership, have a 50% non-controlling limited
partnership interest in one unconsolidated joint venture. This investment
is not consolidated because the we do not exercise significant control over
major operating and financial decisions. We account for the joint venture
using the equity method of accounting.
- 26 -
REVENUE RECOGNITION
Rental revenue is recognized on the straight-line method of accounting
required by GAAP under which contractual rent payment increases are
recognized evenly over the lease term, regardless of when the rent payments
are received by us. The difference between recognized rental income and
rental cash receipts is recorded as Deferred Rent Receivable on the
consolidated balance sheets.
Rental revenue is affected if existing tenants terminate or amend their
leases. We try to identify tenants who may be likely to declare bankruptcy,
cease operations or are likely to seek a negotiated settlement of their
obligation. By anticipating these events in advance, we expect to take
steps to minimize their impact on our reported results of operations
through lease renegotiations, reserves against deferred rent receivable,
and other appropriate measures. Our judgments and estimations about
tenants' capacity to continue to meet their lease obligations will affect
the rental revenue recognized. Material differences may result in the
amount and timing of our rental revenue for any period if we made different
judgments or estimations.
Lease termination fees are recognized as other income when there is a
signed termination letter agreement, all of the conditions of the agreement
have been met, and when the tenant no longer has the right to occupy the
property. These fees are paid by tenants who want to terminate their lease
obligations before the end of the contractual term of the lease. We cannot
predict or forecast the timing or amounts of future lease termination fees.
We recognize income from rent, tenant reimbursements and lease termination
fees and other income once all of the following criteria are met in
accordance with SEC Staff Accounting Bulletin 104:
- the agreement has been fully executed and delivered;
- services have been rendered;
- the amount is fixed and determinable; and
- collectability is reasonably assured.
With regards to critical accounting policies, where applicable, we have
explained and discussed the criteria for identification and selection,
methodology in application and impact on the financial statements with the
Audit Committee of our Board of Directors, which has reviewed these
policies.
RESULTS OF OPERATIONS
COMPARISON OF THE YEAR ENDED DECEMBER 31, 2005 TO THE YEAR ENDED DECEMBER
31, 2004
RENTAL REVENUE FROM CONTINUING PROPERTY OPERATIONS
As of December 31, 2005 and 2004, through our controlling interests in the
operating partnerships, we owned 107 and 109 R&D properties totaling
approximately 7.8 and 7.9 million rentable square feet, respectively. We
sold three vacant R&D properties and acquired one vacant R&D property
during 2005.
The following table depicts the amounts of rental revenue from continuing
operations for the years ended December 31, 2005 and 2004 represented by
our historical properties and the percentage of the total decrease in
rental revenue over the period that is represented by each group of
properties. We did not acquire any new properties in 2004.
December 31,
----------------------------------
2005 2004 $ Change % Change
-------------- -------------- -------------- --------------
(dollars in thousands)
Same Property $100,765 $119,339 ($18,574) (15.6%)
For the year ended December 31, 2005, our rental revenue from real estate
decreased by ($18.6) million, or (15.6%). Pursuant to SFAS 141, $1.9
million of amortization expense with respect to above-market leases
included in the San Tomas Technology Park acquisition was offset against
rental revenue and not separately stated as amortization expense for the
years ended December 31, 2005 and 2004. The ($18.6) million decrease in
rental revenue resulted from current adverse market conditions as "Same
Property" rents decreased, as our portfolio occupancy rate decreased by
(4.0%) and market rental rates decreased. The lower rental rate from the
new Microsoft blend and extend lease, which accounted for more than half
the decline, and the loss of several tenants due to cessation of
operations, tenant relocation or tenant requiring lesser space since
December 31, 2004 represented the balance of the decline.
Our overall occupancy rate at December 31, 2005 and 2004 was approximately
66.7% and 70.7%, respectively. According to NAI BT Commercial Real Estate,
the occupancy rate for R&D property in the Silicon Valley at December 31,
2005 was approximately 80.4%. Due to an over supply of R&D properties and
competition from other landlords in the Silicon Valley
- 27 -
bidding for tenants, our occupancy rate may drop further in 2006 if the
523,000 rentable square feet scheduled to expire is notrenewed or
re-leased. Factors that contributed to our low occupancy rate were
primarily the general downturn in the Silicon Valley's economy in recent
years, the softening of our market specifically and the expected weaker
performance of our properties. We are also currently negotiating with three
tenants, JDS Uniphase, Fujitsu and Nortel Networks, for early termination
of leases on approximately 470,000 rentable square feet. If these leases
are terminated, our occupancy rate will decline further.
EQUITY IN EARNINGS FROM UNCONSOLIDATED JOINT VENTURE
As of December 31, 2005, we had investments in four R&D buildings, totaling
593,000 rentable square feet in Morgan Hill, California, through an
unconsolidated joint venture with TBI, in which we acquired a 50% interest
from the Berg Group in January 2003. We have a non-controlling limited
partnership interest in this joint venture, which we account for using the
equity method of accounting. For the years ended December 31, 2005 and
2004, equity in earnings from the unconsolidated joint venture was
approximately $0.7 million and $2.9 million (including $1.0 million
relating to lease termination income), respectively. Our equity in earnings
from this unconsolidated joint venture declined primarily due to the early
termination of a tenant lease agreement in September 2004 as well as lower
rents received from the properties of this joint venture. The occupancy
rate for the properties owned by this joint venture at December 31, 2005
and 2004 was approximately 78.7%.
OTHER INCOME FROM CONTINUING PROPERTY OPERATIONS
The following table depicts the amounts of other income from continuing
operations for the years ended December 31, 2005 and 2004.
December 31,
----------------------------------
2005 2004 $ Change % Change
-------------- -------------- -------------- --------------
(dollars in thousands)
Other income $4,606 $6,913 ($2,307) (33.4%)
Other income of approximately $4.6 million for the year ended December 31,
2005 included approximately $2.4 million from termination fees, $0.1
million from tenant bankruptcy settlements, $0.9 million from management
fee income, $0.5 million from interest income and $0.5 from security
deposit forfeitures. Other income of approximately $6.9 million for the
year ended December 31, 2004 included approximately $4.3 million from
termination fees, $1.2 million from tenant bankruptcy settlements and $1.2
million from management fee income. Management fee is paid by the tenant to
the landlord for the administration and supervision of the property. We do
not consider termination fees and prior tenant bankruptcy settlements to be
recurring items.
EXPENSES FROM CONTINUING PROPERTY OPERATIONS
The following table reflects the amounts of property operating and
maintenance expenses and real estate taxes from continuing operations for
the years ended December 31, 2005 and 2004 and the percentage of total
decrease in expenses over the period that is represented by the same
property.
December 31,
----------------------------------
2005 2004 $ Change % Change
-------------- -------------- -------------- --------------
(dollars in thousands)
Same Property $19,478 $20,046 ($568) (2.8%)
Operating expenses and real estate taxes from continuing operations, on a
combined basis, decreased by ($0.5) million, or (2.8%), and tenant
reimbursements from continuing operations decreased by ($0.1) million, or
(1.1%), primarily as a result of refunds of real estate taxes in the amount
of approximately $0.7 million from property tax appeals that we filed under
California's Proposition 8 and lower occupancy during the periods
presented. Total operating expenses and real estate taxes exceeded tenant
reimbursements because of vacancies, which reached approximately 2.6
million rentable square feet by year-end 2005. Certain expenses such as
property insurance, real estate taxes, and other fixed expenses are not
recoverable from vacant properties. We expect tenant reimbursements to
decrease further in the coming year as our vacancy rate increases. At
December 31, 2005 our vacancy rate was 33%.
General and administrative expenses decreased by approximately ($0.1)
million, or (5.0%), from $2.0 million for the year ended December 31, 2004
to $1.9 million for the year ended December 31, 2005.
The following table depicts the amounts of depreciation and amortization
expense of real estate from continuing operations for the years ended
December 31, 2005 and 2004.
December 31,
----------------------------------
2005 2004 $ Change % Change
-------------- -------------- -------------- --------------
(dollars in thousands)
Depreciation & amortization $21,283 $21,347 ($64) (0.3%)
- 28 -
Depreciation and amortization expense of real estate from continuing
operations decreased by ($64,000), or (0.3%), primarily due to the
disposition of three R&D properties, one R&D property acquisition and a
fully amortized in-place lease intangible asset in the second quarter of
2005.
The following table depicts the amounts of interest expense from operations
for the years ended December 31, 2005 and 2004.
December 31,
----------------------------------
2005 2004 $ Change % Change
-------------- -------------- -------------- --------------
(dollars in thousands)
Interest $21,295 $17,581 $3,714 21.1%
Interest (related parties) 972 1,077 (105) (9.7%)
-------------- -------------- --------------
Total $22,267 $18,658 $3,609 19.3%
============== ============== ==============
Interest expense increased by $3.7 million, or 21.1%, primarily from
additional debt that we incurred under two new collateralized mortgage
loans totaling $150.8 million obtained from Allianz Life Insurance Company
of North America in 2005 and from a cash flow interest rate derivative loss
of approximately ($0.8) million. Interest expense (related parties)
decreased by ($0.1) million, or (9.7%), because we paid off the Berg Group
line of credit during 2005 and terminating it effective October 31, 2005.
NET INCOME TO COMMON STOCKHOLDERS AND NET INCOME TO MINORITY INTERESTS
The following table depicts the amounts of earnings attributable to common
stockholders and minority interests for the years ended December 31, 2005
and 2004.
December 31,
-------------------------------------
% Change by
2005 2004 $ Change Group
---------------- --------------- ---------------- ----------------
(dollars in thousands)
Net income to stockholders $10,027 $13,312 ($ 3,285) (24.7%)
Net income to minority interests 47,524 66,100 (18,576) (28.1%)
---------------- --------------- ----------------
Total $57,551 $79,412 ($21,861) (27.5%)
================ =============== ================
As of December 31, 2005 and 2004, we owned a controlling general
partnership interest of 17.81%, 21.68%, 16.18% and 12.41% and 17.16%,
21.63%, 16.14% and 12.38% in the four operating partnerships, Mission West
Properties, L.P., Mission West Properties, L.P. I, Mission West Properties,
L.P. II and Mission West Properties, L.P. III, respectively. We owned a
17.50% and 17.26% general partnership interest in the operating
partnerships, taken as a whole, on a consolidated weighted average basis as
of December 31, 2005 and 2004, respectively. Net income to common
stockholders in 2005 decreased by ($3.3) million, or (24.7%), from the year
ended December 31, 2004. Our net income attributable to minority interests
in 2005 decreased by ($18.6) million, or (28.1%), from the year ended
December 31, 2004. The decrease in net income attributable to common
stockholders and minority interests is primarily due to lower income from
operations as a result of the decrease in revenues and increase in interest
expense as discussed above. Minority interest represents the limited
partners' ownership interest of 82.50% and 82.74% in the operating
partnerships, on a weighted average basis, as of December 31, 2005 and
2004, respectively. The decrease in the minority interest ownership
percentage resulted from the issuance of additional shares of common stock
from the exchange of O.P. Units for common stock by minority interest
holders and the exercise of stock options.
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS
The following table depicts the amounts of income/(loss) from discontinued
operations for the years ended December 31, 2005 and 2004.
December 31,
-------------------------------------------------------------
2005 2004
----------------------------- ---------------------------
(dollars in thousands)
Income/(loss) attributable to discontinued operations $1,632 ($2,644)
Minority interest in earnings attributable to discontinued operations (1,290) 2,099
----------------------------- ---------------------------
Total income/(loss) from discontinued operations $ 342 ($ 545)
============================= ===========================
In accordance with our adoption of SFAS 144, in 2005 we sold three R&D
properties consisting of approximately 342,000 rentable square feet and
classified the net gains on sale and operating results of the disposed
properties as discontinued operations. SFAS 144 requires prior period
results of operations for these properties to be restated and presented in
discontinued operations in prior consolidated statements of operations.
- 30 -
We recognized total income of $1.6 million from discontinued operations, of
which $0.3 million and $1.3 million were attributable to common
stockholders and minority interests, respectively, for the year ended
December 31, 2005. For the year ended December 31, 2004, we recognized
total loss from discontinued operations of ($2.6) million. The loss to
common stockholders and minority interests attributable to discontinued
operation from these properties in 2004 was approximately ($0.5) million
and ($2.1) million, respectively. In 2004, an impairment charge of
approximately ($2.2) million was recorded for an asset held for sale to
reduce the carrying value of the asset to its fair value, less selling
costs.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 2004 TO THE YEAR ENDED DECEMBER
31, 2003
RENTAL REVENUE FROM CONTINUING PROPERTY OPERATIONS
As of December 31, 2004 and 2003, through our controlling interests in the
operating partnerships, we owned 109 R&D properties totaling approximately
7.9 million rentable square feet. We did not purchase any new properties in
2004.
The following table depicts the amounts of rental revenue from continuing
operations for the years ended December 31, 2004 and 2003 represented by
our historical properties and the properties acquired in each such year and
the percentage of the total decrease in rental revenue over the period that
is represented by each group of properties.
December 31,
----------------------------------
% Change by % of Total Net
2004 2003 $ Change Property Group Change
-------------- -------------- -------------- -------------- --------------
(dollars in thousands)
Same Property (1) $107,667 $121,175 ($13,508) (11.1%) (10.5%)
2003 Acquisitions (2) 11,672 8,100 3,572 44.1% 2.8%
-------------- -------------- -------------- --------------
Total/Overall $119,339 $129,275 ($ 9,936) (7.7%) (7.7%)
============== ============== ============== ==============
(1) "Same Property" is defined as properties owned by us prior to 2003
that we still owned as of December 31, 2004.
(2) Operating rental revenue for 2003 Acquisitions do not reflect a full
12 months of operations in 2003 because these properties were acquired
at various times during 2003. 2004 and 2003 amounts include
approximately $1.9 million and $1.4 million, respectively, of above
market rent amortization against rental revenue from real estate in
connection with the implementation of SFAS 141.
For the year ended December 31, 2004, our rental revenue from real estate
decreased by ($10.0) million, or (7.7%), from the year ended December 31,
2003. Pursuant to SFAS 141, $1.9 million and $1.4 million of amortization
expense with respect to above-market leases included in the San Tomas
Technology Park acquisition was offset against rental revenue and not
separately stated as amortization expense for the years ended December 31,
2004 and 2003, respectively. The ($10.0) million decrease in rental revenue
resulted from adverse market conditions as "Same Property" rents decreased
by ($13.5) since our portfolio occupancy rate decreased by (6.6%) as a
result of the loss of several tenants due to cessation of operations,
tenant relocation or tenant requiring lesser space. Market rental rates
decreased, as well. However, rents from properties acquired in 2003 added
approximately $3.6 million of rental revenue due to a full 12 months of
operations in 2004.
Our overall occupancy rate at December 31, 2004 and 2003 was approximately
70.7% and 77.3%, respectively. According to NAI BT Commercial Real Estate,
the occupancy rate for R&D property in the Silicon Valley at December 31,
2004 was approximately 77.6%. Factors that contributed to our low occupancy
rate were the general downturn in the Silicon Valley's economy in recent
years, the softening of our market specifically and the expected weaker
performance of our properties.
EQUITY IN EARNINGS FROM UNCONSOLIDATED JOINT VENTURE
As of December 31, 2004, we had investments in four R&D buildings, totaling
593,000 rentable square feet in Morgan Hill, California, through an
unconsolidated joint venture with TBI, in which we acquired a 50% interest
from the Berg Group in January 2003. We have a non-controlling limited
partnership interest in this joint venture, which we account for using the
equity method of accounting. For the years ended December 31, 2004 and
2003, equity in earnings from the unconsolidated joint venture was
approximately $2.9 million (including $1.0 million relating to lease
termination income) and $3.9 million (including $1.4 million relating to a
gain from the sale of real estate which was acquired from a related party
which did not occur in 2004), respectively. The occupancy rate for the
properties owned by this joint venture year to date through December 31,
2004 was approximately 78.7% compared to 100% at December 31, 2003.
OTHER INCOME FROM CONTINUING PROPERTY OPERATIONS
The following table depicts the amounts of other income from continuing
operations for the years ended December 31, 2004 and 2003.
December 31,
----------------------------------
2004 2003 $ Change % Change
-------------- -------------- -------------- --------------
(dollars in thousands)
Other income $6,913 $4,525 $2,388 52.8%
- 30 -
Other income of approximately $6.9 million for the year ended December 31,
2004 included approximately $4.3 million from termination fees, $1.2
million from tenant bankruptcy settlements and $1.2 million from management
fee income. Other income of approximately $4.5 million for 2003 included
approximately $2.2 million from tenant bankruptcy settlements, $1.4 million
from management fee income, $0.3 million from utility rebates and $0.2
million from security deposit forfeitures. We do not consider termination
fees and prior tenant bankruptcy settlements to be recurring items.
EXPENSES FROM CONTINUING PROPERTY OPERATIONS
The following table reflects the decrease in property operating and
maintenance expenses and real estate taxes from continuing operations for
the year ended December 31, 2004 over property operating and maintenance
expenses and real estate taxes from continuing operations for the year
ended December 31, 2003 and the percentage of total decrease in expenses
over the period that is represented by each group of properties.
December 31,
----------------------------------
% Change by % of Total Net
2004 2003 $ Change Property Group Change
-------------- -------------- -------------- -------------- --------------
(dollars in thousands)
Same Property (1) $17,698 $19,284 ($1,586) (8.2%) (7.6%)
2003 Acquisitions (2) 2,348 1,582 766 48.4% 3.7%
-------------- -------------- -------------- --------------
Total/Overall $20,046 $20,866 ($820) (3.9%) (3.9%)
============== ============== ============== ==============
(1) "Same Property" is defined as properties owned by us prior to 2003
that we still owned as of December 31, 2004.
(2) Operating expenses and real estate taxes for 2003 Acquisitions do not
reflect a full 12 months of operations in 2003 because these
properties were acquired at various times during 2003.
Operating expenses and real estate taxes from continuing operations, on a
combined basis, in 2004 decreased by ($0.8) million, or (3.9%), from the
year ended December 31, 2003. Tenant reimbursements from continuing
operations in 2004 decreased by ($3.8) million, or (20.1%), from the year
ended December 31, 2003. The overall decrease in tenant reimbursements,
operating expenses and real estate taxes resulted primarily from reductions
in assessed property values on existing properties as a result of property
tax appeals that we filed under California's Proposition 8 and lower
occupancy during the periods presented. Total operating expenses and real
estate taxes exceeded tenant reimbursements because of vacancies, which
reached approximately 2.3 million rentable square feet by year-end 2004.
Certain expenses such as property insurance, real estate taxes, and other
fixed expenses are not recoverable from vacant properties. At December 31,
2004 our vacancy rate was 29%.
General and administrative expenses in 2004 increased by approximately $0.7
million, or 51.9%, from $1.3 million for the year ended December 31, 2003
to $2.0 million for the year ended December 31, 2004, primarily due to
incurring additional legal and accounting expenses in connection with the
resignation of PricewaterhouseCoopers LLP, our former independent
accountants, the need to re-audit the consolidated financial statements for
years 2001 and 2002 and audit 2003 results, and expenses related to the
compliance with Section 404 of the Sarbanes-Oxley Act of 2002.
The following table depicts the amounts of depreciation and amortization
expense of real estate from continuing operations for the years ended
December 31, 2004 and 2003.
December 31,
----------------------------------
2004 2003 $ Change % Change
-------------- -------------- -------------- --------------
(dollars in thousands)
Depreciation & amortization $21,347 $20,139 $1,208 6.0%
Depreciation and amortization expense of real estate from continuing
operations in 2004 increased by $1.2 million, or 6.0%, from the year ended
December 31, 2003. The increase was attributable to the recognition of a
full year of depreciation from the acquisition of eight R&D properties in
2003. Of the $1.2 million increase in depreciation and amortization expense
of real estate, approximately $0.7 million represented amortization expense
for in place leases comprising a portion of the value of the assets
acquired in the acquisitions of the Orchard-Trimble property and the San
Tomas Technology Park.
The following table depicts the amounts of interest expense from operations
for the years ended December 31, 2004 and 2003.
December 31,
----------------------------------
% Change by
2004 2003 $ Change Group
-------------- -------------- -------------- --------------
(dollars in thousands)
Interest $17,581 $16,446 $1,135 6.9%
Interest (related parties) 1,077 1,064 13 1.2%
-------------- -------------- --------------
Total $18,658 $17,510 $1,148 6.6%
============== ============== ==============
- 31 -
Interest expense in 2004 increased by $1.1 million, or 6.9%, from the year
ended December 31, 2003. The increased expense resulted from additional
debt that we incurred under a new $80 million collateralized loan obtained
from Citicorp USA, Inc. in 2003 and a $40 million line of credit
established with Cupertino National Bank, the proceeds of which were used
primarily for the acquisition of the San Tomas Technology Park in 2003.
Interest expense (related parties) increased by $13,000, or 1.2%, primarily
due to higher interest rates of 4.08% at December 31, 2004 compared to
2.52% at December 31, 2003.
The new debt carries a higher interest rate than the Berg Group line of
credit, which it mainly replaced, contributing to the increase in interest
expense for the year. We anticipate additional increases in interest
expense as new debt is incurred in connection with property acquisitions
and as we draw on the Cupertino National Bank revolving line of credit.
NET INCOME TO COMMON STOCKHOLDERS AND NET INCOME TO MINORITY INTERESTS
The following table depicts the amounts of earnings attributable to common
stockholders and minority interests for the years ended December 31, 2004
and 2003.
December 31,
-------------------------------------
% Change by
2004 2003 $ Change Group
---------------- --------------- ---------------- ----------------
(dollars in thousands)
Net income to stockholders $13,312 $16,212 ($ 2,900) (17.9%)
Net income to minority interests 66,100 80,836 (14,736) (18.2%)
---------------- --------------- ----------------
Total $79,412 $97,048 ($17,636) (18.2%)
================ =============== ================
As of December 31, 2004 and 2003, we owned a controlling general
partnership interest of 17.16%, 21.63%, 16.14% and 12.38% and 16.95%,
21.61%, 15.98% and 12.37% in the four operating partnerships, Mission West
Properties, L.P., Mission West Properties, L.P. I, Mission West Properties,
L.P. II and Mission West Properties, L.P. III, respectively. We owned a
17.26% and 17.02% general partnership interest in the operating
partnerships, taken as a whole, on a consolidated weighted average basis as
of December 31, 2004 and 2003, respectively. Net income to common
stockholders in 2004 decreased by ($2.9) million, or (17.9%), from the year
ended December 31, 2003. Our net income attributable to minority interests
in 2004 decreased by ($14.7) million, or (18.2%), from the year ended
December 31, 2003. The decrease in net income attributable to common
stockholders and minority interests was primarily due to lower income from
operations as a result of the decrease in revenues and increase in expenses
as discussed above. Minority interest represents the limited partners'
ownership interest of 82.74% and 82.98% in the operating partnerships, on a
weighted average basis, as of December 31, 2004 and 2003, respectively. The
decrease in the minority interest percentage resulted from the issuance of
additional shares of common stock from the exchange of O.P. Units for
common stock by minority interest holders and the exercise of stock
options.
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS
The following table depicts the amounts of income/(loss) from discontinued
operations for the years ended December 31, 2004 and 2003.
December 31,
-------------------------------------------------------------
2004 2003
----------------------------- ---------------------------
(dollars in thousands)
(Loss)/Income attributable to discontinued operations ($2,644) $ 519
Minority interest in earnings attributable to discontinued operations 2,099 (377)
----------------------------- ---------------------------
Total (loss)/income from discontinued operations ($ 545) $ 142
============================= ===========================
In accordance with our adoption of SFAS 144, in 2005 we sold three R&D
properties consisting of approximately 342,000 rentable square feet and
classified the net gains on sale and operating results of the disposed
properties as discontinued operations. As of December 31, 2004, an
impairment charge of approximately ($2.2) million was recorded for an asset
held for sale to reduce the carrying value of the asset to its fair value,
less selling costs. We sold this property on January 5, 2005 for $8.5
million, which is one of the three disposed R&D properties described above.
SFAS 144 requires prior period results of operations for these properties
to be restated and presented in discontinued operations in prior
consolidated statements of operations.
We recognized total loss of ($2.6) million from discontinued operations, of
which ($0.5) million and ($2.1) million were attributable to common
stockholders and minority interests, respectively, for the year ended
December 31, 2004. For the year ended December 31, 2003, we recognized
total income from discontinued operations of $0.5 million. The income to
common stockholders and minority interests attributable to discontinued
operation from this property in 2003 was approximately $0.1 million and
$0.4 million, respectively.
- 32 -
CHANGES IN FINANCIAL CONDITION
YEAR ENDED DECEMBER 31, 2005.
The most significant changes in our financial condition in 2005 resulted
from the disposition of three R&D properties, the acquisition of one R&D
property, debt refinancing and the exercise of stock options and exchange
of O.P. Units for shares of the Company's common stock.
During 2005, we sold three vacant R&D properties to unrelated third parties
for a total gross sales price of approximately $27.9 million. Those
property dispositions deducted approximately 342,000 rentable square feet
of space from our property portfolio. The proceeds of approximately $15.1
million from one of the three vacant R&D property dispositions were
classified as restricted cash for use in tax-deferred property exchanges
and were reflected on our consolidated balance sheets as restricted cash at
December 31, 2005. In addition to those three property dispositions, we
also acquired one vacant R&D property from an unrelated third party for the
purchase price of approximately $14.0 million in a tax-deferred exchange
transaction. This acquisition added approximately 204,000 rentable square
feet to our property portfolio.
Debt outstanding, including amounts due related parties, increased by $30.5
million, or 9.1%, from $337.0 million as of December 31, 2004 to $367.5
million as of December 31, 2005 due primarily to obtaining two new fixed
rate collateralized mortgage loans from Allianz Life Insurance Company of
North America, which were used primarily to pay down the Citicorp loan, the
Berg Group line of credit and the Cupertino National Bank line of credit.
During the year ended December 31, 2005, stock options to purchase 40,000
shares of the Company's common stock were exercised at $8.25 per share and
stock options to purchase 15,000 shares of the Company's common stock were
exercised at $10.00 per share. Total proceeds to the Company were
approximately $0.5 million. This increased paid-in-capital by approximately
$0.5 million.
In 2005, three limited partners exchanged 213,600 O.P. Units for 213,600
shares of the Company's common stock under the terms of the Exchange Rights
Agreement among the Company and the limited partners of the operating
partnerships resulting in a reclassification of approximately $2.2 million
from minority interest to paid-in-capital. In 2005, Carl E. Berg gave
83,000 O.P. Units to charitable institutions that exchanged them for 83,000
shares of the Company's common stock pursuant to the Exchange Rights
Agreement resulting in a reclassification of approximately $0.8 million
from minority interest to paid-in-capital.
The proceeds from the exercise of stock options and the conversion of O.P.
Units to shares of the Company's common stock were applied to increase our
percentage interest as general partner in the operating partnerships.
YEAR ENDED DECEMBER 31, 2004.
The most significant changes in our financial condition in 2004 resulted
from the exercise of stock options and the exchange of O.P. Units for
shares of the Company's common stock.
Debt outstanding, including amounts due related parties, decreased by
($3.9) million, or (1.1%), from $340.9 million as of December 31, 2003 to
$337.0 million as of December 31, 2004 due to recurring debt service
obligations. Interest rates continued to remain low in 2004.
During the year ended December 31, 2004, stock options to purchase a total
of 20,000 shares of the Company's common stock were exercised at $8.25 per
share. Total proceeds to the Company were approximately $0.2 million. This
increased paid-in-capital by approximately $0.2 million.
In 2004, three limited partners exchanged 124,500 O.P. Units for 124,500
shares of the Company's common stock under the terms of the Exchange Rights
Agreement among the Company and the limited partners of the operating
partnerships resulting in a reclassification of approximately $1.6 million
from minority interest to paid-in-capital. In 2004, Carl E. Berg gave
58,000 O.P. Units to charitable institutions that exchanged them for 58,000
shares of the Company's common stock pursuant to the Exchange Rights
Agreement resulting in a reclassification of approximately $0.7 million
from minority interest to paid-in-capital.
The proceeds from the exercise of stock options and the conversion of O.P.
Units to shares of the Company's common stock were applied to increase our
percentage interest as general partner in the operating partnerships.
- 33 -
LIQUIDITY AND CAPITAL RESOURCES
In 2006 we anticipate a decline in operating cash flows from our operating
property portfolio compared to 2005 because of reduced demand for R&D
properties in the Silicon Valley, lower rental rates for new and renewed
leases signed in 2005 and an increase in vacant properties in 2005. In
addition, if we are unable to lease a significant portion of the
approximately 523,000 rentable square feet scheduled to expire in 2006 and
current available space, our operating cash flows will be further affected
adversely. In addition, if we conclude agreements for early lease
terminations with JDS Uniphase, Fujitsu and Nortel Networks, there could be
an additional 377,000 rentable square feet of vacant space. With the
expectation of lower revenues for the full year of 2006, we expect our net
operating income to continue to decline from 2005. We are also subject to
risks of decreased occupancy through tenant defaults and bankruptcies, and
potential reduction in rental rates upon renewal of properties, which would
result in reduction in cash flows from operations beyond the level we are
anticipating currently. It is reasonably likely that vacancy rates may
continue to increase and effective rental rates on new and renewed leases
may continue to decrease in 2006.
We expect our principal source of liquidity for distributions to
stockholders and O.P. Unit holders, debt service, leasing commissions and
recurring capital expenditures to come from cash provided by operations
and/or the borrowings under the line of credit with Cupertino National
Bank. We expect these sources of liquidity to be adequate to meet projected
distributions to stockholders and other presently anticipated liquidity
requirements in 2006. We expect to meet our long-term liquidity
requirements for the funding of property development, property acquisitions
and other material non-recurring capital improvements through cash and
investments, long-term secured and unsecured indebtedness and the issuance
of additional equity securities by us. As of December 31, 2005 and 2004,
the Company's total debt as a percentage of total market capitalization was
26.5% and 23.3%, respectively. We have the ability to meet short-term
obligations or other liquidity needs based on a line of credit with
Cupertino National Bank and our existing cash reserves. In 2006, we will be
obligated to make payments totaling approximately $10.4 million of debt
principal under mortgage notes without regard to any debt refinancing or
new debt obligations that we might incur, or optional payments of debt
principal.
On April 6, 2005, we obtained a $25.8 million collateralized mortgage loan
from Allianz Life Insurance Company of North America ("Allianz Loan I")
that bears a fixed interest rate at 5.56% and originally matures in 15
years with principal payments amortized over 20 years. The mortgage loan is
collateralized by one property. We paid approximately $0.25 million in loan
fees and financing costs, which are being amortized over the 20 year
amended loan period, and used the proceeds primarily to pay down short-term
debt and the Berg Group line of credit. On July 26, 2005, in connection
with the Allianz Loan II (see below), we entered into a "Loan Modification
Agreement" with Allianz, which extended the amortization period and
maturity date of the Allianz Loan I from April 10, 2020 to August 10, 2025.
This mortgage loan contains standard loan covenants as defined in the loan
agreement. As of December 31, 2005, we were in compliance with these loan
covenants.
On July 26, 2005, we obtained a $125 million collateralized mortgage loan
from Allianz Life Insurance Company of North America ("Allianz Loan II").
The Allianz Loan II matures on August 10, 2025 and must be paid in full at
that time, unless payment is accelerated by reason of a default or sale of
one or more of the properties that secure the loan. This loan bears a fixed
interest rate of 5.22% and principal payments are amortized over 20 years.
The loan can be prepaid subject to certain yield maintenance provisions and
is assumable with the payment of an assumption fee. The mortgage loan is
collateralized by eight properties. We paid approximately $0.9 million in
loan fees and financing costs, which will be amortized over the 20 year
loan period. The proceeds were used primarily to repay $77.4 million
towards the Citicorp loan, reduce approximately $19.2 million of the
Cupertino National Bank line of credit, repay approximately $13.0 million
of the Berg Group line of credit, retire a 9.5% mortgage loan from
Washington Mutual with approximately $0.1 million of outstanding principal,
and for other working capital needs. The Allianz Loans I and II now contain
cross-default provisions. This mortgage loan contains standard loan
covenants as defined in the loan agreement. As of December 31, 2005, we
were in compliance with these loan covenants.
On July 22, 2005, we entered into a "Change in Terms Agreement" with
Cupertino National Bank, which reduced the maximum borrowing amount on the
Company's revolving line of credit facility with that bank from $40 million
to $9 million. In December 2005, we entered into another "Change in Terms
Agreement" with Cupertino National Bank that increased the facility from $9
million to $10 million. The line of credit bears an interest rate of LIBOR
plus 1.75% and will expire in December 2006. We incurred an annual fee of
$10,000. This line of credit contains certain financial loan and reporting
covenants as defined in the loan agreements. As of December 31, 2005, we
were in compliance with these loan covenants.
Effective October 31, 2005, the Company and the Berg Group mutually agreed
to terminate the $20 million line of credit with the Berg Group. The Berg
Group line of credit was originally scheduled to mature in March 2006.
Based on existing cash reserves and credit facilities, we determined that
we no longer foresee a need for the Berg Group line of credit. There are no
borrowings currently outstanding under the Berg Group line of credit. We
did not incur any fees or charges for terminating the Berg Group line of
credit.
- 34 -
Cash and cash equivalents increased by approximately $29.9 million from
$1.5 million as of December 31, 2004 to $31.4 million as of December 31,
2005 primarily from excess proceeds of our debt refinancing loans with
Allianz Life Insurance Company of North America (see above).
Restricted cash totaled $16.7 million as of December 31, 2005. Of this
amount, $15.2 million represents proceeds recieved from a property sale and
interest income held in a separate cash account at a trust company for
future use in tax-defered exchanges. The remaining $1.5 million represents
a bond we posted in the REPUBLIC PROPERTIES CORPORATION V. MISSION WEST
PROPERTIES, L.P. litigation (see Item 3, Legal Proceedings).
Since 1999, we have elected to be taxed as a REIT under the Internal
Revenue Code of 1986. We currently intend to continue operating as a REIT
in 2006. As a REIT, we are subject to a number of organizational and
operating requirements, including a requirement to distribute 90% of our
taxable income to our stockholders. Also as a REIT, we generally will not
be subject to federal income taxes on our taxable income.
Generally, our objective is to meet our short-term liquidity requirement of
funding the payment of our current level of quarterly common dividends to
stockholders and O.P. Unit holders through our net cash flows provided by
operating activities, less our recurring and nonrecurring property capital
expenditures. These operating capital expenditures are the capital
expenditures necessary to maintain the earnings capacity of our operating
assets over time.
For 2006, we expect to maintain our current quarterly dividend payment rate
to common stockholders and O.P. Unit holders of $0.16 per share. However,
distributions are declared at the discretion of our Board of Directors and
are subject to actual cash available for distribution, our financial
condition, capital requirements and such other factors, as our Board of
Directors deems relevant. See Item 1A, "Risk Factors - Stockholders are not
assured of receiving cash distributions from us."
On January 5, 2006, we paid dividends of $0.16 per share of common stock to
all common stockholders of record as of December 31, 2005. On the same
date, the operating partnerships paid a distribution of $0.16 per O.P. Unit
to all holders of O.P. Units.
CONTRACTUAL OBLIGATIONS
The following table identifies our contractual obligations as of December
31, 2005 that will impact our liquidity and cash flow in future periods:
------------ ------------ ------------- ------------ ------------ ------------- ------------
2006 2007 2008 2009 2010 Thereafter Total
------------ ------------ ------------- ------------ ------------ ------------- ------------
(dollars in thousands)
Long-Term Debt Obligations (1) $10,411 $11,028 $121,605 $9,580 $10,125 $204,783 $367,532
Operating Lease Obligations (2) 90 23 - - - - 113
------------ ------------ ------------- ------------ ------------ ------------- ------------
Total $10,501 $11,051 $121,605 $9,580 $10,125 $204,783 $367,645
============ ============ ============= ============ ============ ============= ============
(1) Our long-term debt obligations are set forth in detail in the schedule
below.
(2) Our operating lease obligations relate to a lease of our corporate
office facility from a related party.
At December 31, 2005, we had total indebtedness of approximately $367.5
million, all of which is fixed rate mortgage debt.
- 35 -
The following table sets forth certain information regarding debt outstanding as
of December 31, 2005.
At December 31, Maturity Interest
Debt Description Collateral Properties 2005 Date Rate
--------------------------------------------- ------------------------------------------ ----------------- ---------- ----------
(dollars in thousands)
Line of Credit:
Cupertino National Bank Not Applicable - 12/06 (1)
-----------------
Mortgage Notes Payable (related parties): 5300-5350 Hellyer Avenue, San Jose, CA $ 10,051 6/10 7.650%
-----------------
Mortgage Notes Payable (2):
Prudential Insurance Company of America (3) 10300 Bubb Road, Cupertino, CA 117,290 10/08 6.560%
10500 North De Anza Blvd, Cupertino, CA
4050 Starboard Drive, Fremont, CA
45700 Northport Loop, Fremont, CA
45738 Northport Loop, Fremont, CA
450 National Ave, Mountain View, CA
6311 San Ignacio Avenue, San Jose, CA
6321 San Ignacio Avenue, San Jose, CA
6325 San Ignacio Avenue, San Jose, CA
6331 San Ignacio Avenue, San Jose, CA
6341 San Ignacio Avenue, San Jose, CA
6351 San Ignacio Avenue, San Jose, CA
3236 Scott Blvd, Santa Clara, CA
3560 Bassett Street, Santa Clara, CA
3570 Bassett Street, Santa Clara, CA
3580 Bassett Street, Santa Clara, CA
1135 Kern Avenue, Sunnyvale, CA
1212 Bordeaux Lane, Sunnyvale, CA
1230 East Arques, Sunnyvale, CA
1250 East Arques, Sunnyvale, CA
1170 Morse Avenue, Sunnyvale, CA
1600 Memorex Drive, Santa Clara, CA
1688 Richard Avenue, Santa Clara, CA
1700 Richard Avenue, Santa Clara, CA
3540 Bassett Street, Santa Clara, CA
3542 Bassett Street, Santa Clara, CA
3544 Bassett Street, Santa Clara, CA
3550 Bassett Street, Santa Clara, CA
Northwestern Mutual Life Insurance Company (4) 1750 Automation Parkway, San Jose, CA 91,417 1/13 5.640%
1756 Automation Parkway, San Jose, CA
1762 Automation Parkway, San Jose, CA
6320 San Ignacio Avenue, San Jose, CA
6540-6541 Via Del Oro, San Jose, CA
6385-6387 San Ignacio Avenue, San Jose, CA
2251 Lawson Lane, Santa Clara, CA
1325 McCandless Drive, Milpitas, CA
1650-1690 McCandless Drive, Milpitas, CA
20605-20705 Valley Green Drive, Cupertino, CA
Allianz Life Insurance Company (I) (5) 5900 Optical Court, San Jose, CA 25,269 8/25 5.560%
Allianz Life Insurance Company (II) (5) 5325-5345 Hellyer Avenue, San Jose, CA 123,505 8/25 5.220%
1768 Automation Parkway, San Jose, CA
2880 Scott Boulevard, Santa Clara, CA
2890 Scott Boulevard, Santa Clara, CA
2800 Scott Boulevard, Santa Clara, CA
20400 Mariani Avenue, Cupertino, CA
10450-10460 Bubb Road, Cupertino, CA
-----------------
357,481
-----------------
Total $367,532
=================
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(1) Interest rate equal to LIBOR plus 1.75%. The interest rate for the
Cupertino National Bank line of credit at December 31, 2005 was 6.14%.
As of December 31, 2005, we were in compliance with the financial
covenants under the loan agreement.
(2) Mortgage notes payable generally require monthly installments of
interest and principal ranging from $177 to $840 (dollars in
thousands) over various terms extending through the year 2025. The
weighted average interest rate of mortgage notes payable was 5.84% at
December 31, 2005.
(3) The Prudential Insurance loan is payable in monthly installments of
$827, which includes principal (based upon a 30-year amortization) and
interest. A limited partner, who is not a member of the Berg Group,
has guaranteed approximately $12 million of this debt. Costs and fees
incurred with obtaining this loan aggregated approximately $900, which
were deferred and amortized over the loan period. (dollars in
thousands)
(4) The Northwestern loan is payable in monthly installments of $696,
which includes principal (based upon a 20-year amortization) and
interest. Costs and fees incurred with obtaining this loan aggregated
approximately $664, which were deferred and amortized over the loan
period. (dollars in thousands)
(5) The Allianz loans are payable in monthly installments of $1,017, which
includes principal (based upon a 20-year amortization) and interest.
Costs and fees incurred with obtaining these loans aggregated
approximately $1,125, which were deferred and amortized over the loan
periods. The Allianz loans contain certain customary covenants as
defined in the loan agreements. As of December 31, 2005, we were in
compliance with these loan covenants. (dollars in thousands)
At December 31, 2005, our debt to total market capitalization ratio, which
is computed as our total debt outstanding divided by the sum of total debt
outstanding plus the market value of common stock (based upon the closing
price of $9.74 per share on December 30, 2005) on a fully diluted basis,
including the conversion of all O.P. Units into common stock, was
approximately 26.5%. On December 30, 2005, the last trading day for the
year, total market capitalization was approximately $1.39 billion.
At December 31, 2005, the outstanding balance remaining under certain
demand notes that we owed to the operating partnerships was $1.7 million.
The due date of the demand notes has been extended to September 30, 2007.
The principal of the demand notes, along with the interest expense, which
is interest income to the operating partnerships, is eliminated in
consolidation and is not included in the corresponding line items within
the consolidated financial statements. However, the interest income earned
by the operating partnerships, which is interest expense to us, in
connection with this debt, is included in the calculation of minority
interest as reported on the consolidated statement of operations, thereby
reducing our net income by this same amount. At present, our only means for
repayment of this debt is through distributions that we receive from the
operating partnerships that are in excess of the amount of dividends to be
paid to our stockholders.
HISTORICAL CASH FLOWS
COMPARISON OF THE YEAR ENDED DECEMBER 31, 2005 TO THE YEAR ENDED DECEMBER
31, 2004
Cash and cash equivalents were approximately $31.4 million at December 31,
2005, an increase of $29.9 million from $1.5 million at December 31, 2004.
Net cash provided by operating activities for the year ended December 31,
2005 was approximately $21.9 million, compared to approximately $39.0
million for the prior year. The decrease in cash provided by operating
activities resulted primarily from lower rental revenue with respect to the
modification and extension of our lease with Microsoft, payments of leasing
commissions (included in other assets) that amounted to approximately $5.3
million, increased in interest expense, lower market rental rates for
renewed leases and the loss of several tenants due to their lease default,
cessation of operations, or relocations resulting in increased vacancy
rates from 29% to 33% that offset cash savings.
Net cash used in investing activities was approximately ($2.9) million for
the year ended December 31, 2005, compared to approximately ($1.5) million
for the prior year. Cash used in investing activities during 2005 related
to the sale of three vacant R&D properties for $27.5 million, the
acquisition of one vacant R&D property for $14.2 million and new equipment
and improvements to real estate of $1.1 million. Cash used in investing
activities during 2004 related to new equipment and improvements to real
estate of $1.5 million. The proceeds of approximately $15.1 million from
one of the three vacant R&D property dispositions were classified as
restricted cash for use in tax-deferred property exchanges and were
reflected on our consolidated balance sheets as restricted cash at December
31, 2005.
Net cash provided by/(used) in financing activities was approximately $10.9
million for the year ended December 31, 2005, compared to ($40.1) million
for the year ended December 31, 2004. During 2005 and 2004, we paid debt
principal and made distributions to holders of our common stock and O.P.
Units utilizing cash generated from operating activities and other borrowed
funds. During 2005, financing activities included borrowing $150.8 million
under two new collateralized mortgage loans, which were used to repay
short-term debt and the Berg Group line of credit. For the year ended
December 31, 2005, we paid dividends to our stockholders totaling
approximately $11.7 million compared to approximately $17.3 million for the
year ended December 31, 2004. Distributions made to O.P. Unit holders in
excess of their share of earnings were approximately $8.4 million and $17.6
million for the years ended December 31, 2005 and 2004, respectively. The
overall increase in cash was primarily due to the excess proceeds from debt
refinancing with Allianz Life Insurance Company of North America.
- 37 -
COMPARISON OF THE YEAR ENDED DECEMBER 31, 2004 TO THE YEAR ENDED DECEMBER
31, 2003
Cash and cash equivalents were approximately $1.5 million at December 31,
2004, a decrease of $2.6 million from $4.1 million at December 31, 2003.
Net cash provided by operating activities for the year ended December 31,
2004 was approximately $39.0 million, compared to approximately $36.1
million for the prior year. The increase in cash provided by operating
activities resulted primarily from the collection of accounts receivable
from a tenant bankruptcy settlement that was accrued in 2003, decreases in
prepaid expenses and the decrease of deferred rent receivable where cash
rent income exceeded GAAP income. These increased cash receipts were
partially offset by lower market rental rates, reductions in tenant expense
reimbursements and the loss of several tenants due to their lease default,
cessation of operations, or relocations resulting in increased vacancy
rates that offset cash savings.
Net cash used in investing activities for improvements to real estate was
approximately ($1.5) million for the year ended December 31, 2004, compared
to approximately ($110) million for the prior year. Cash used in investing
activities during 2003 related to financing the acquisition of the San
Tomas Technology Park of $110 million as well as new equipment and
improvements to real estate of $1.4 million.
Net cash (used in)/provided by financing activities was approximately
($40.1) million for the year ended December 31, 2004, compared to $73.5
million for the year ended December 31, 2003. During 2004 and 2003, we paid
debt principal and made distributions to holders of our common stock and
O.P. Units utilizing cash generated from operating activities and other
borrowed funds. In 2004 we drew down $3.3 million from our line of credit
with the Berg Group. In 2003, financing activities included borrowing $180
million under two new collateralized mortgage loans, of which $100 million
was used to repay short-term debt and the Berg Group line of credit and $80
million was used for the acquisition of the San Tomas Technology Park. For
the year ended December 31, 2004, we paid dividends to our stockholders
totaling approximately $17.3 million compared to approximately $17.0
million for the year ended December 31, 2003. Distributions made to O.P.
Unit holders in excess of their share of earnings were approximately $17.6
million and $2.8 million for the years ended December 31, 2004 and 2003,
respectively.
CAPITAL EXPENDITURES
The properties require periodic investments of capital for tenant-related
capital expenditures and for general capital improvements. For the years
ended December 31, 2000 through December 31, 2005, the recurring
tenant/building improvement costs and leasing commissions incurred with
respect to new leases and lease renewals of the properties averaged
approximately $2.5 million annually. We will have approximately 523,000
rentable square feet under expiring leases in 2006. We expect that the
average annual cost of recurring tenant/building improvements and leasing
commissions, related to these properties, will be approximately $2.0
million during 2006. We believe we will recover substantially all of these
costs from the tenants under the new or renewed leases through contractual
increases in rental rates. Until we actually sign the leases, however, we
cannot assure you that this will occur. Capital expenditures may fluctuate
in any given period subject to the nature, extent, and timing of
improvements required to be made to the properties. Tenant/building
improvements and leasing costs also may fluctuate in any given period year
depending upon factors such as the property, the term of the lease, the
type of lease and the overall market conditions. We expect to meet our
long-term liquidity requirements for the funding of property acquisitions
and other material non-recurring capital improvements through long-term
secured and unsecured indebtedness and the issuance of additional equity
securities by the Company, but cannot be assured that we will be able to
meet our requirements on favorable terms. See "Policy with Respect to
Certain Activities - Financing Policies."
FUNDS FROM OPERATIONS
Funds from Operations ("FFO") is a non-GAAP financial measurement used by
real estate investment trusts to measure and compare operating performance.
As defined by NAREIT, FFO represents net income (loss) before minority
interest of O.P. Unit holders, computed in accordance with GAAP, including
non-recurring events other than "extraordinary items" under GAAP and
excluding gains and losses from sales of discontinued operations or
depreciable operating properties, plus real estate related depreciation and
amortization, excluding amortization of deferred financing costs and
depreciation of non-real estate assets, and after adjustments for
unconsolidated partnerships and joint ventures. FFO does include impairment
losses for properties held for sale and held for use. Management considers
FFO to be an appropriate supplemental measure of the Company's operating
and financial performance because when compared year over year, it reflects
the impact to operations from trends in occupancy rates, rental rates,
operating costs, general and administrative expenses and interest costs,
providing a perspective not immediately apparent from net income. In
addition, management believes that FFO provides useful information about
the Company's financial performance when compared to other REITs since FFO
is generally recognized as the industry standard for reporting the
operations of REITs. We will still continue to use FFO as a measure of the
Company's performance. FFO should not be considered as an alternative for
net income as a measure of profitability nor is it comparable to cash flows
provided by operating activities determined in accordance with GAAP, nor is
FFO necessarily indicative of
- 38 -
funds available to meet our cash needs, including our need to make cash
distributions to satisfy REIT requirements. For example, FFO is not
adjusted for payments of debt principal required under our debt service
obligations.
Our definition of FFO also assumes conversion at the beginning of the
period of all convertible securities, including minority interests that
might be exchanged for common stock. Our FFO does not represent the amount
available for management's discretionary use; as such funds may be needed
for capital replacement or expansion, debt service obligations or other
commitments and uncertainties.
Furthermore, FFO is not comparable to similarly entitled items reported by
other REITs that do not define FFO exactly as we do.
The FFO for the years ended December 31, 2005, 2004, 2003, 2002 and 2001
are as follows:
For the Years Ended December 31,
------------------------------------------------------------------------
2005 2004 2003 2002 2001
-------------- ------------- -------------- ------------- --------------
(dollars in thousands)
Net income to common stockholders $10,027 $ 13,312 $ 16,212 $ 17,115 $ 18,086
Add:
Minority interests (1) 47,045 65,614 80,256 86,053 90,662
Depreciation and amortization of real estate (2) 24,286 24,394 22,850 21,379 17,718
Less:
Gain on sales of joint venture assets or assets (2,206) - (1,400) (6,103) (11,453)
-------------- ------------- -------------- ------------- --------------
FFO $79,152 $103,320 $117,918 $118,444 $115,013
============== ============= ============== ============= ==============
(1) The minority interest for third parties totaling $479, $486, $581,
$587 and $650 in 2005, 2004, 2003, 2002 and 2001, respectively, was
deducted from total minority interest in calculating FFO. (dollars in
thousands)
(2) Also includes our portion of depreciation and amortization of real
estate from our unconsolidated joint venture totaling $984, $874 and
$874 in 2005, 2004 and 2003, respectively, and amortization of leasing
commissions totaling $1,703, $1,644, $1,203, $3,020 and $694 in 2005,
2004, 2003, 2002 and 2001, respectively. Amortization of leasing
commissions is included in the property operating, maintenance and
real estate taxes line item in the Company's consolidated statements
of operations. (dollars in thousands)
OVERVIEW OF DISTRIBUTION POLICY
We intend to make regular quarterly distributions to stockholders and O.P.
Unit holders based on our funds available for distributions. Our ability to
make such distributions will be affected by numerous factors including,
most importantly, the receipt of distributions from the operating
partnerships.
Funds available for distributions does not represent cash generated from
operating activities and is not necessarily indicative of cash available to
fund cash needs. The actual return that we will realize and the amount
available for distributions to stockholders will be affected by a number of
factors, including the revenues received from our properties, our operating
expenses, debt service on borrowings, and planned and unanticipated capital
expenditures.
We anticipate that cash available for distribution will exceed earnings and
profits for federal income tax purposes, as the latter figure takes into
account non-cash expenses, such as depreciation and amortization, that we
will incur. Distributions, other than capital gain distributions, by us to
the extent of our current and accumulated earnings and profits for federal
income tax purposes most likely will be taxable to U.S. stockholders as
ordinary dividend income unless a stockholder is a tax-exempt entity.
Distributions in excess of earnings and profits generally will be treated
as a non-taxable reduction of the U.S. stockholder's basis in the common
stock to the extent of such basis, and thereafter as taxable gain. The
percentage of such distributions in excess of earnings and profits, if any,
may vary from period to period.
Distributions are determined by our Board of Directors and depend on actual
cash available for distributions, our financial condition, capital
requirements, the annual distribution requirements under the REIT
provisions of the Code and such other factors as the Board of Directors
deems relevant. For a discussion of the risk that we will not meet our
distribution objectives, see Part I, Item 1A, "Risk Factors - Stockholders
are not assured of receiving cash distributions from us."
POLICIES WITH RESPECT TO CERTAIN ACTIVITIES
We have adopted policies with respect to investment, financing, conflicts
of interest and other activities. These policies have been formulated by
our Board of Directors, are set forth in our charter, bylaws, operating
partnership agreements or agreements with the Berg Group, and generally may
be amended or revised from time to time, subject to applicable agreement
- 39 -
terms, at the discretion of the Board of Directors without a vote of the
stockholders. Among other things, these policies provide that:
- so long as the Berg Group members and their affiliates, other than us
and the operating partnerships, beneficially own, in the aggregate, at
least 15% of the outstanding shares of common stock on a Fully Diluted
basis, the approval of a majority of our directors, including Carl E.
Berg or his designee as a director, and of the holders of a majority
of the O.P. Units is required for us to take title to assets, other
than temporarily in connection with an acquisition prior to
contributing such assets to the operating partnerships, or to conduct
business other than through the operating partnerships, or for us or
the operating partnerships to engage in any business other than the
ownership, construction, development and operation of real estate
properties, or for certain fundamental corporate actions, including
amendments to our charter, bylaws or any operating partnership
agreement and any merger, consolidation or sale of all or
substantially all of our assets or the assets of the operating
partnerships;
- changes in certain policies with respect to conflicts of interest must
be consistent with legal requirements;
- certain policies with respect to competition by and acquisitions from
the Berg Group are imposed pursuant to provisions of the acquisition
agreement that cannot be amended or waived without the approval of the
Independent Directors Committee of our Board of Directors;
- we cannot take any action intended to terminate our qualification as a
REIT without the approval of more than 75% of the entire Board of
Directors; and
- we cannot undertake certain other specified transactions, including
the issuance of debt securities, and borrowings in excess of specified
limits, or the amendment of our charter and bylaws, without the
approval of more than 75% of the entire Board of Directors.
INVESTMENT POLICIES
We expect to pursue our business and investment objectives principally
through the direct ownership by the operating partnerships of our
properties and future acquired properties. Development or investment
activities are not limited to any specified percentage of our assets. We
may also participate with other entities in property ownership, through
joint ventures or other types of co-ownership. Equity investments may be
subject to existing mortgage financing and other indebtedness that have
priority over our equity interests.
While we will emphasize equity real estate investments, we may, in our
discretion and subject to the percentage ownership limitations and gross
income tests necessary for REIT qualification, invest in mortgage and other
real estate interests, including securities of other real estate investment
trusts. We have not previously invested in mortgages or securities of other
real estate investment trusts, and we do not have any present intention to
make such investments.
FINANCING POLICIES
To the extent that our Board of Directors determines to seek additional
capital, we may raise such capital through additional equity offerings,
debt financing or retention of cash flow, or through a combination of these
sources, after consideration of provisions of the Code requiring the
distribution by a REIT of a certain percentage of its taxable income and
taking into account taxes that would be imposed on undistributed taxable
income. It is our present intention that any additional borrowings will be
made through the operating partnerships, although we may incur borrowings
that would be re-loaned to the operating partnerships. Borrowings may be
unsecured or may be secured by any or all of our assets, the operating
partnerships or any existing or new property, and may have full or limited
recourse to all or any portion of our assets, the operating partnerships or
any existing or new property.
We have adopted a policy of maintaining a consolidated ratio of debt to
total market capitalization, which includes for this purpose the market
value of all shares of common stock for which outstanding O.P. Units are
exchangeable, of less than 50%. This ratio may not be exceeded without the
approval of more than 75% of our entire Board of Directors. We also may
determine to finance acquisitions through the exchange of properties or the
issuance of additional O.P. Units in the operating partnerships, shares of
common stock or other securities.
In the event that the Board of Directors determines to raise additional
equity capital, it has the authority, without stockholder approval, to
issue additional shares of common stock, preferred stock or other capital
stock, including securities senior to the common stock, in any manner and
on such terms and for such consideration it deems appropriate, including in
exchange for property. In the event that we issue any shares of common
stock or securities convertible into or exchangeable or exercisable
- 40 -
for, shares of common stock, subject to limited exceptions, such as the
issuance of common stock pursuant to any stock incentive plan adopted by us
or pursuant to limited partners' exercise of the exchange rights or the put
rights, the limited partners will have the right to purchase common stock
or such securities in order to maintain their respective percentage
interests in us on a Fully Diluted basis. If the Board of Directors
determines that we will raise additional equity capital to fund investments
by the operating partnerships, we will contribute such funds to the
operating partnerships as a contribution to capital and purchase of
additional general partnership interest; however, holders of O.P. Units
will have the right to participate in such funding on a pro rata basis. In
the event that holders of O.P. Units sell their O.P. Units to us upon
exercise of their put rights, we are authorized to raise the funds for such
purchase by issuing additional shares of common stock. Alternatively, we
may issue additional shares of common stock in exchange for the tendered
O.P. Units.
Our Board of Directors also has the authority to cause the operating
partnerships to issue additional O.P. Units in any manner and on such terms
and for such consideration, as it deems appropriate, including in exchange
for property. In the event that the operating partnerships issue new O.P.
Units for cash, but not property, the limited partners holding O.P. Units
in an operating partnership will have the right to purchase O.P. Units in
order, and to the extent necessary, to maintain their respective percentage
interests in that operating partnership. The new O.P. Units will be
exchangeable for common stock pursuant to the exchange rights or may be
tendered to us pursuant to the put rights.
DISPOSITION POLICIES
From time to time we may dispose of properties in our portfolio, subject to
the required approvals as set forth below. The tax basis of the limited
partners in the properties in the operating partnerships is substantially
less than current fair market value. Accordingly, prior to the disposition
of their O.P. Units, upon a disposition of any of the properties, a
disproportionately large share of the gain for federal income tax purposes
would be allocated to the limited partners. Consequently, it may be in the
interests of the limited partners that we continue to hold the properties
in order to defer such taxable gain. In light of this tax effect, the
operating partnership agreements provide that, until December 29, 2008, or
until the Berg Group members and their affiliates, other than us and the
operating partnerships, beneficially own, in the aggregate, less than 15%
of the outstanding shares of common stock on a Fully Diluted basis, if
earlier, Carl E. Berg and Clyde J. Berg may prohibit the operating
partnerships from disposing of properties which they designate in a taxable
transaction. Mr. Kontrabecki has a similar right with respect to seven of
the properties, which right will lapse before the end of the ten-year
period if his beneficial ownership interest falls below 750,000 O.P. Units.
The limited partners may seek to cause us to retain the properties even
when such action may not be in the interests of some, or a majority, of our
stockholders. The operating partnerships will be able to effect
"tax-deferred," like-kind exchanges under Section 1031 of the Code, or in
connection with other non-taxable transactions, such as a contribution of
property to a new partnership, without obtaining the prior written consent
of these individuals. The approval of a majority of our directors,
including Carl E. Berg or his designee, will be required to sell all or
substantially all of our assets. The consent of the holders of a majority
of the O.P. Units will be required to effect a sale or sales of all, or
substantially all, of the assets of any of the operating partnerships.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
We do not believe that recently issued accounting standards will materially
impact our financial position, results of operations, or cash flows.
In December 2004, the FASB issued SFAS 123R, "Share-Based Payment" ("SFAS
123R"), which addresses the accounting for employee and director stock
options. Statement 123R requires that the cost of all employee and director
stock options, as well as other equity-based compensation arrangements, be
reflected in the financial statements based on the estimated fair value of
the awards. SFAS 123R is an amendment to SFAS 123 and supersedes APB
Opinion 25 ("APB 25"). SFAS 123R is applicable to any award that is settled
or measured in stock, including stock options, restricted stock, stock
appreciation rights, stock units, and employee stock purchase plans. We
will adopt the requirements of SFAS 123R beginning 2006. We expect that the
adoption of this standard will reduce our net income and earnings per
share; however, it will have no impact on cash flow. Although we have not
yet determined whether the adoption of SFAS 123R will result in amounts
that are similar to the current pro forma disclosures under SFAS 123, we
are evaluating the requirements under SFAS 123R including the valuation
methods and support for the assumptions that underlie the valuation of the
awards and the transition methods (modified prospective transition method
or the modified retrospective transition method). Compensation expense
under SFAS 123R may differ from pro forma amounts due to changes in fair
value, different assumptions and treatment of forfeitures. Under SFAS 123R,
we estimate that compensation expense for 2006 will be approximately $0.2
million against earnings.
In December 2004, the FASB issued SFAS 153, "Exchanges of Non-monetary
Assets" ("SFAS 153"). SFAS 153 amends the guidance in APB Opinion 29,
"Accounting for Non-monetary Transactions," to eliminate certain exceptions
to the principle that exchanges of non-monetary assets be measured based on
the fair value of the assets exchanged. SFAS 153 eliminates the exception
for non-monetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of non-monetary assets that do not
have commercial substance. This statement is effective for non-monetary
asset exchanges in
- 41 -
fiscal years beginning after June 15, 2005. The adoption of SFAS 153 is not
expected to have an impact on our consolidated results of operations,
financial position or cash flows.
In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error
Corrections" ("SFAS 154"), to replace APB Opinion 20, "Reporting Accounting
Changes in Interim Financial Statements" ("APB 20"). SFAS 154 changes the
requirements for the accounting for and reporting of a change in accounting
principle and requires retrospective application to prior periods'
financial statements, unless it is impracticable to determine period
specific effects or the cumulative effect of the change. SFAS 154 will be
effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. The adoption of this statement is
not expected to have a material effect on our consolidated results of
operations or financial condition.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not generally hold market risk sensitive instruments for trading
purposes. We use fixed and variable rate debt to finance our operations.
Our exposure to market risk for changes in interest rates relates primarily
to our current variable rate debt and our future debt obligations. We are
vulnerable to significant fluctuations of interest rates on our floating
rate debt. We manage our market risk by monitoring interest rates where we
try to recognize the unpredictability of the financial markets and seek to
reduce potentially adverse effect on the results of our operations. This
takes frequent evaluation of available lending rates and examination of
opportunities to reduce interest expense through new sources of debt
financing. Several factors affecting the interest rate risk include
governmental monetary and tax policies, domestic and international
economics and other factors that are beyond our control. The following
table provides information about the principal cash flows, weighted average
interest rates, and expected maturity dates for debt outstanding as of
December 31, 2005. The current terms of this debt are described in Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources." Average interest rates are
based on implied LIBOR for the respective time period. For fixed rate debt,
we estimate fair value by using discounted cash flow analyses based on
borrowing rates for similar kinds of borrowing arrangements. The fair value
of the Company's fixed rate debt at December 31, 2005 was approximately
$441.0 million.
For fixed rate debt, the table presents the assumption that the outstanding
principal balance at December 31, 2005 will be paid according to scheduled
principal payments and that we will not prepay any of the outstanding
principal balance.
2006 2007 2008 2009 2010 Thereafter Total Fair Value
---- ---- ---- ---- ---- ---------- ----- ----------
(dollars in thousands)
FIXED RATE DEBT:
Secured notes payable $10,411 $11,028 $121,605 $9,580 $10,125 $204,783 $367,532 $441,008
Weighted average interest rate 5.84% 5.84% 5.84% 5.84% 5.84% 5.84%
All of the debt is denominated in United States dollars. The weighted
average interest rate for fixed rate debt was approximately 5.84% and 6.23%
for the years ended December 31, 2005 and 2004, respectively. The
difference in interest expense attributable to the average interest rate
difference between 2004 and 2005 was $3.6 million, which was a result of
new debt obtained during 2005.
The primary market risk we face is the risk of interest rate fluctuations.
The Cupertino National Bank line of credit, which had a balance of zero at
December 31, 2005, is tied to a LIBOR based interest rate. As a result, we
pay lower rates of interest in periods of decreasing interest rates and
higher rates of interest in periods of increasing interest rates. At
December 31, 2005, we had no interest rate caps or interest rate swap
contracts.
In 2005 we entered into cash flow interest rate derivative as a means to
hedge exposure to an increase in interest rates prior to securing a loan
commitment in connection with a refinancing of certain variable rate debt
to fixed rate long term mortgage debt. We secured a 20 year fixed rate
mortgage loan commitment for $125 million at 5.22% annual interest rate and
closed the derivative contracts. Since the interest rate derivative
contracts did not qualify as a designated cash flow interest rate hedge in
accordance with SFAS 133, we recorded an approximately $0.8 million charge
to interest expense in 2005.
As of December 31, 2005, we had no interest rate risk since there was no
variable rate debt outstanding.
- 42 -
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MISSION WEST PROPERTIES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
---------
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements 44
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting 45
Consolidated Balance Sheets as of December 31, 2005 and 2004 46
Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003 47
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2005, 2004 and 2003 48
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003 49
Notes to the Consolidated Financial Statements 50
Supplemental Financial Information 70
Report of Independent Registered Public Accounting Firm on Financial Statement Schedules 72
Schedule III: Real Estate and Accumulated Depreciation as of December 31, 2005 74
Schedule III: Real Estate and Accumulated Depreciation as of December 31, 2004 76
- 43 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON CONSOLIDATED
FINANCIAL STATEMENTS
Board of Directors and Stockholders
Mission West Properties, Inc.
Cupertino, California
We have audited the accompanying consolidated balance sheets of Mission West
Properties, Inc. (the "Company") as of December 31, 2005 and 2004, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 2005. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Mission West
Properties, Inc. at December 31, 2005 and 2004, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2005, in conformity with accounting principles generally accepted
in the United States of America.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Mission West
Properties, Inc.'s internal control over financial reporting as of December 31,
2005, based on criteria established in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) and our report dated February 3, 2006 expressed an unqualified opinion
thereon.
\S\ BDO Seidman, LLP
San Francisco, California
February 3, 2006
- 44 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Board of Directors and Stockholders
Mission West Properties, Inc.
Cupertino, California
We have audited management's assessment, included in the accompanying Management
Report on Internal Control over Financial Reporting, that Mission West
Properties, Inc. (the "Company") maintained effective internal control over
financial reporting as of December 31, 2005, based on criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the "COSO criteria"). The Company's
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Company's
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that Mission West Properties, Inc.
maintained effective internal control over financial reporting as of December
31, 2005, is fairly stated, in all material respects, based on the COSO
criteria. Also, in our opinion, Mission West Properties, Inc. maintained, in all
material respects, effective internal control over financial reporting as of
December 31, 2005, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets as
of December 31, 2005 and 2004, and the related consolidated statements of
operations, stockholders' equity and consolidated cash flows for each of the
three years in the period ended December 31, 2005, and the financial statement
schedules listed in the accompanying index, of Mission West Properties, Inc. and
our reports dated February 3, 2006, expressed unqualified opinions thereon.
\S\BDO Seidman, LLP
San Francisco, California
February 3, 2006
- 45 -
MISSION WEST PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share and per share data)
ASSETS
December 31,
---------------------------------------------
2005 2004
---------------------- ---------------------
Real estate assets:
Land $ 273,933 $ 273,663
Buildings and improvements 766,457 770,757
Real estate related intangible assets 17,410 18,284
---------------------- ---------------------
Total investments in properties 1,057,800 1,062,704
Less accumulated depreciation and amortization (130,419) (110,062)
Assets held for sale, net of accumulated depreciation of $1,578 at 12/31/04 - 8,221
---------------------- ---------------------
Net investments in properties 927,381 960,863
Cash and cash equivalents 31,441 1,519
Restricted cash 16,712 1,551
Deferred rent receivable, net of $2,000 allowance at December 31, 2005 and 2004 19,218 18,511
Investment in unconsolidated joint venture 3,263 3,559
Other assets, net of accumulated amortization of $5,170 and $5,667
at December 31, 2005 and 2004 25,362 19,653
---------------------- ---------------------
Total assets $1,023,377 $1,005,656
====================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $ 357,481 $ 292,822
Mortgage note payable (related parties) 10,051 10,420
Line of credit (related parties) - 9,560
Revolving line of credit - 24,208
Interest payable 321 327
Security deposits 8,047 8,544
Deferred rental income 6,103 11,038
Liabilities related to assets held for sale - 14
Dividend/distribution payable 16,725 16,718
Accounts payable and accrued expenses 8,952 6,704
---------------------- ---------------------
Total liabilities 407,680 380,355
---------------------- ---------------------
Commitments and contingencies (Note 15)
Minority interests 500,682 512,089
---------------------- ---------------------
Stockholders' equity:
Preferred stock, $.001 par value, 20,000,000 shares authorized,
none issued and outstanding - -
Common stock, $.001 par value, 200,000,000 shares authorized, 18,448,791
and 18,097,191 shares issued and outstanding at December 31, 2005 and 2004 18 18
Paid-in capital 138,038 134,539
Accumulated deficit (23,041) (21,345)
---------------------- ---------------------
Total stockholders' equity 115,015 113,212
---------------------- ---------------------
Total liabilities and stockholders' equity $1,023,377 $1,005,656
====================== =====================
See notes to consolidated financial statements
- 46 -
MISSION WEST PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except share and per share data)
Years Ended December 31,
--------------------------------------------------------------------
2005 2004 2003
--------------------- --------------------- ---------------------
Revenues:
Rental revenue from real estate $100,765 $119,339 $129,275
Tenant reimbursements 14,762 14,919 18,683
Other income, including lease terminations, settlements and interest 4,606 6,913 4,525
--------------------- --------------------- ---------------------
120,133 141,171 152,483
Expenses:
Property operating, maintenance and real estate taxes 19,478 20,046 20,866
Interest 21,295 17,581 16,446
Interest (related parties) 972 1,077 1,064
General and administrative 1,910 2,011 1,324
Depreciation and amortization of real estate 21,283 21,347 20,139
--------------------- --------------------- ---------------------
64,938 62,062 59,839
--------------------- --------------------- ---------------------
Income before equity in earnings of unconsolidated joint
venture and minority interests 55,195 79,109 92,644
Equity in earnings of unconsolidated joint venture, including
$1,400 gain on sale of property acquired from related party in 2003 724 2,947 3,885
Minority interests (46,234) (68,199) (80,459)
--------------------- --------------------- ---------------------
Income from continuing operations 9,685 13,857 16,070
--------------------- --------------------- ---------------------
Discontinued operations, net of minority interests:
Gain from disposal of properties classified as discontinued operations 445 - -
(Loss)/income attributable to discontinued operations (103) (545) 142
--------------------- --------------------- ---------------------
Income/(loss) from discontinued operations 342 (545) 142
--------------------- --------------------- ---------------------
Net income to common stockholders $10,027 $13,312 $16,212
===================== ===================== =====================
Net income to minority interests $47,524 $66,100 $80,836
===================== ===================== =====================
Income per share from continuing operations:
Basic $0.53 $0.77 $0.90
===================== ===================== =====================
Diluted $0.53 $0.77 $0.90
===================== ===================== =====================
Income/(loss) per share from discontinued operations:
Basic $0.02 ($0.03) $0.01
===================== ===================== =====================
Diluted $0.02 ($0.03) $0.01
===================== ===================== =====================
Net income per share to common stockholders:
Basic $0.55 $0.74 $0.91
===================== ===================== =====================
Diluted $0.55 $0.74 $0.91
===================== ===================== =====================
Weighted average shares of common stock (basic) 18,286,947 18,034,873 17,739,609
===================== ===================== =====================
Weighted average shares of common stock (diluted) 18,325,659 18,076,498 17,802,947
===================== ===================== =====================
Weighted average O.P. Units 86,220,117 86,444,773 86,476,217
===================== ===================== =====================
Outstanding common stock 18,448,791 18,097,191 17,894,691
===================== ===================== =====================
Outstanding O.P. Units 86,088,095 86,384,695 86,398,064
===================== ===================== =====================
See notes to consolidated financial statements
- 47 -
MISSION WEST PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(dollars in thousands, except share data)
Total
Shares of Common Common Paid-in- Accumulated Stockholders'
Stock Outstanding Stock Capital Deficit Equity
------------------ -------- ------------ --------------- -------------------
Balance, December 31, 2002 17,487,329 $17 $128,295 ($17,926) $110,386
Issuance of common stock upon option exercise 150,362 1,014 1,014
Issuance of common stock upon O.P. Unit conversion 257,000 1 2,827 2,828
Dividends declared at $0.96 per share in 2003 (17,050) (17,050)
Net income 16,212 16,212
------------------ -------- ------------ --------------- -------------------
Balance, December 31, 2003 17,894,691 18 132,136 (18,764) 113,390
Issuance of common stock upon option exercise 20,000 165 165
Issuance of common stock upon O.P. Unit conversion 182,500 2,238 2,238
Dividends declared at $0.88 per share in 2004 (15,893) (15,893)
Net income 13,312 13,312
------------------ -------- ------------ --------------- -------------------
Balance, December 31, 2004 18,097,191 18 134,539 (21,345) 113,212
Issuance of common stock upon option exercise 55,000 480 480
Issuance of common stock upon O.P. Unit conversion 296,600 3,019 3,019
Dividends declared at $0.64 per share in 2005 (11,723) (11,723)
Net income 10,027 10,027
------------------ -------- ------------ --------------- -------------------
Balance, December 31, 2005 18,448,791 $18 $138,038 ($23,041) $115,015
================== ======== ============ =============== ===================
See notes to consolidated financial statements
- 48 -
MISSION WEST PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Years Ended December 31,
---------------------------------------------------------------
2005 2004 2003
------------------- ------------------- --------------------
Cash flows from operating activities:
Income from continuing operations $9,685 $13,857 $16,070
Income/(loss) from discontinued operations 342 (545) 142
Adjustments to reconcile income from continuing operations to
net cash provided by operating activities:
Minority interest income from continuing operations 46,234 68,199 80,459
Minority interest income/(loss) from discontinued operations 1,290 (2,099) 377
Minority interest distributions (47,524) (66,100) (80,836)
Depreciation and amortization of real estate and in-place leases 21,283 21,347 20,139
Depreciation and amortization from discontinued operations 316 529 635
Amortization of above market lease 1,888 1,888 1,416
Gain from disposal of properties classified as discontinued operations(2,206) - -
Equity in earnings of unconsolidated joint venture (724) (2,947) (3,885)
Distributions from unconsolidated joint venture 1,020 1,673 2,000
Interest earned on restricted cash (100) - -
Asset impairment charge attributable to discontinued operation - 2,193 -
Change in operating assets and liabilities, net of liabilities assumed:
Deferred rent receivable (707) 459 (1,969)
Other assets (5,709) 2,195 (1,453)
Interest payable (6) (5) (5)
Security deposits (497) (1,690) (936)
Deferred rental income (4,935) (1,685) 2,847
Accounts payable and accrued expenses 2,248 1,701 1,103
------------------- ------------------- --------------------
Net cash provided by operating activities 21,898 38,970 36,104
------------------- ------------------- --------------------
Cash flows from investing activities:
Improvements to real estate (1,138) (1,519) (1,370)
Proceeds from sales of real estate 27,508 - -
Purchase of real estate (14,184) - (110,013)
Restricted cash held in escrow (15,061) - -
Net proceeds from sale of TBI unconsolidated joint venture asset - - 1,400
------------------- ------------------- --------------------
Net cash used in investing activities (2,875) (1,519) (109,983)
------------------- ------------------- --------------------
Cash flows from financing activities:
Proceeds from mortgage loan payable 150,800 - 180,000
Principal payments on mortgage notes payable (7,431) (7,036) (5,204)
Principal payments on mortgage notes payable (related parties) (369) (342) (316)
Net (payments)/proceeds under line of credit (related parties) (9,560) 3,338 (61,471)
Payment on loan payable (78,710) - (20,000)
Net (payments)/proceeds from revolving line of credit (24,208) 243 126
Restricted cash for bond - (1,551) -
Financing costs - - (863)
Net proceeds from exercise of stock options 480 165 1,014
Minority interest distributions in excess of earnings (8,435) (17,586) (2,805)
Dividends (11,668) (17,292) (16,952)
------------------- ------------------- --------------------
Net cash provided by/(used) in financing activities 10,899 (40,061) 73,529
------------------- ------------------- --------------------
Net increase/(decrease) in cash and cash equivalents 29,922 (2,610) (350)
Cash and cash equivalents, beginning of year 1,519 4,129 4,479
------------------- ------------------- --------------------
Cash and cash equivalents, end of year $31,441 $1,519 $4,129
=================== =================== ====================
Refer to Note 14 for supplemental cash flow information.
See notes to consolidated financial statements
- 49 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share data)
1. ORGANIZATIONS AND FORMATION OF THE COMPANY
Mission West Properties, Inc. ("the Company") is a fully integrated,
self-administered and self-managed real estate company that acquires and manages
R&D/office properties in the portion of the San Francisco Bay Area commonly
referred to as Silicon Valley. In July 1998, the Company purchased an
approximate 12.11% of four existing limited partnerships (referred to
collectively as the "operating partnerships") and obtained control of these
partnerships by becoming the sole general partner in each one effective July 1,
1998 for financial accounting and reporting purposes. The Company purchased an
approximate 12.11% interest in each of the operating partnerships. All limited
partnership interests in the operating partnerships were converted into
59,479,633 operating partnership ("O.P.") Units, which represented a limited
partnership ownership interest of approximately 87.89% of the operating
partnerships. The operating partnerships are the vehicles through which the
Company holds its real estate investments, makes real estate acquisitions, and
generally conducts its business.
As of December 31, 2005, the Company owns a controlling general partnership
interest of 17.81%, 21.68%, 16.18% and 12.41% in Mission West Properties, L.P.,
Mission West Properties, L.P. I, Mission West Properties, L.P. II and Mission
West Properties, L.P. III, respectively, for a 17.50% general partnership
interest in the operating partnerships, taken as a whole, on a consolidated
weighted average basis.
The Company, through the operating partnerships, owns interests in 107 R&D
properties at December 31, 2005, all of which are located in Silicon Valley.
BUSINESS SEGMENT INFORMATION
The Company's primary business is the ownership and management of R&D/office
real estate with a geographic concentration in the Silicon Valley of the San
Francisco Bay Area. Accordingly, the Company has concluded it currently has a
single reportable segment for Statement of Financial Accounting Standards
("SFAS") 131 purposes.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION AND FINANCIAL STATEMENT PRESENTATION
The accompanying consolidated financial statements include the accounts of the
Company and its controlled subsidiaries, the operating partnerships (the
"Company"). All significant intercompany transactions have been eliminated in
consolidation.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America ("GAAP") requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. Accounting and disclosure decisions with respect to
material transactions that are subject to significant management judgments or
estimates include impairment of long lived assets, realizability of deferred
rent receivables, and allocation of purchase price relating to property
acquisitions and the related depreciable lives assigned. Actual results could
differ materially from those estimates.
REAL ESTATE ASSETS AND RELATED INTANGIBLE ASSETS
Real estate assets are stated at cost. Cost includes expenditures for
improvements or replacements. Maintenance and repairs are charged to expense as
incurred.
The purchase price allocation for property acquisitions is determined in
accordance with the following principles under SFAS 141, "Business
Combinations":
The fair value of the tangible assets of an acquired property, which includes
land, building and building/tenant improvements, is determined by valuing the
property as if it were vacant, and the "as-if-vacant" value is then allocated to
land, building and tenant improvements based on management's determination of
the relative fair values of these assets. Factors considered by management in
performing these analyses include certain costs during the lease-up periods
considering current market conditions and costs to execute similar leases. These
costs include estimates of lost rental revenue, leasing commissions, and tenant
improvements.
- 50 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
In allocating the fair value of the identified intangible assets of the acquired
property, above-market in-place lease value is recorded based on the present
value, using an interest rate which reflects the risks associated with the lease
acquired, of the difference between (i) the contractual amounts to be paid
pursuant to the in-place lease and (ii) management's estimate of fair market
lease rate for the corresponding in-place lease, measured over a period equal to
the remaining non-cancelable lease term. The capitalized above-market lease
value, included in real estate related intangible assets, is amortized as an
offset to rental revenue from real estate over the remaining non-cancelable
lease term. The value of in-place leases, exclusive of the value of above-market
in-place lease, is amortized to expense over the remaining non-cancelable
periods of the respective leases. If a lease were to be terminated prior to its
stated expiration, all unamortized amounts relating to that lease would be
written off in the period that the lease is terminated.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization are computed using the straight-line method over
estimated useful lives as follows:
Building shell & base building improvements of newly acquired properties - Weighted average composite life of 40 years
Base building improvements made subsequent to initial property acquisition - 25 years
Tenant improvements and furniture and fixtures - Lesser of life of asset, generally 5-10 years,
or term of lease
Above-market and in-place lease value - Term of lease
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews real estate assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable in accordance with SFAS 144, "Accounting for the Impairment and
Disposal of Long-Lived Assets." If the carrying amount of the asset, including
any intangible assets associated with that asset, exceeds its estimated
undiscounted net cash flow, before interest, the Company will recognize an
impairment loss equal to the difference between its carrying amount and its
estimated fair value. If impairment is recognized, the reduced carrying amount
of the asset will be accounted for as its new cost. For a depreciable asset, the
new cost will be depreciated over the asset's remaining useful life. Generally,
fair values are estimated using discounted cash flow, replacement cost or market
comparison analyses. The analysis that the Company prepares in connection with
determining if there may be any asset impairment loss under SFAS 144 considers
several assumptions: holding period of ten years, 36 months lease up period and
cap rate ranging from 8% to 9%. The process of evaluating for impairment
requires estimates as to future events and conditions, which are subject to
varying market and economic factors, such as the vacancy rates, rental rates and
operating costs for R&D facilities in the Silicon Valley area and related
submarkets. Therefore, it is reasonably possible that a change in estimate
resulting from judgments as to future events could occur which would affect the
recorded amounts of the property. In connection with the January 2005 sale of an
asset, an impairment loss of approximately ($2,193) was recorded for the year
ended December 31, 2004 and is classified in discontinued operations, net of
minority interests. No impairment losses were recorded for the years ended
December 31, 2005 or 2003.
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
The Company has adopted SFAS 144, which addresses the financial accounting for
the disposal of long lived assets. SFAS 144 requires that the results of
operations and gains or losses on the sale of property sold subsequent to
December 31, 2001 that were not classified as held for sale at December 31, 2001
as well as the results of operations from properties that were classified as
held for sale subsequent to December 31, 2001 be presented in discontinued
operations if both the following criteria are met: (a) the operation and cash
flows of the property have been (or will be) eliminated from the ongoing
operations of the Company as a result of the disposal transaction; and (b) the
Company will not have any significant involvement in the operations of the
property after the disposal transaction. SFAS 144 also requires prior period
results of operations for these properties to be restated and presented in
discontinued operations in prior consolidated statements of operations.
An asset is generally classified as held for sale once management has committed
to an action to sell the asset, the asset is available for immediate sale in its
present condition (subject to terms that are usual and customary for sales of
such assets), an active program to locate a buyer is initiated, the sale is
probable, the asset is being actively marketed for sale at a price that is
reasonable in relation to its current fair value and actions required to
complete the plan indicate that it is unlikely that significant changes to the
plan will be made or that the plan will be withdrawn. Properties for sale with
significant contingencies that may prevent their sale, such as obtaining
rezoning approval from the city, are not classified as assets held for sale.
Upon the classification of a real estate asset as held for sale, the carrying
value of the asset is reduced to the lower of its net book value or its fair
value, less costs to sell the asset. Subsequent to the classification of assets
as held for sale, no further depreciation expense is recorded. Real estate
assets held for sale are stated separately on the accompanying consolidated
balance sheets. Effective January 1, 2002 (through the implementation of SFAS
144), the operating results of real estate assets held for sale and sold are
reported as discontinued operations in the accompanying consolidated statements
of
- 51 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
operations. The income/(loss) from discontinued operations includes the revenues
and expenses, including depreciation, associated with the assets. This
classification of operating results as discontinued operations applies
retroactively for all periods presented for assets designated as held for sale
subsequent to January 1, 2002. Additionally, gains and losses on assets
designated as held for sale subsequent to January 1, 2002 are classified as part
of discontinued operations.
CASH AND CASH EQUIVALENTS
The Company considers highly liquid short-term investments with initial
maturities of three months or less to be cash equivalents.
Cash and cash equivalents are primarily held in one or two financial
institutions, and at times, such balances may be in excess of the Federal
Deposit Insurance Corporation insurance limit.
RESTRICTED CASH
Restricted cash totaled $16,712 as of December 31, 2005. Of this amount, $15,161
represents proceeds received from a property sale and interest income held in a
separate cash account at a trust company for future use in tax-deferred
exchanges. The remaining $1,551 represents a bond the Company posted in the
Republic Properties Corporation v. Mission West Properties, L.P. litigation (see
Note 15).
OTHER ASSETS
Included in other assets are costs associated with obtaining debt financing and
commissions associated with new leases. Such debt financing costs are being
amortized over the term of the associated debt, by a method that approximates
the effective interest method and such lease commissions are amortized
straight-line over the term of the related lease. If the lease is terminated
prior to the end of the lease term, the Company charges any unamortized
capitalized lease commission cost to expense in the period that the lease is
terminated. Also included in other assets are obligation receivables from the
Berg Group of approximately $7,494 to construct a building at 245 Caspian Drive
in Sunnyvale, California and $2,529 in tenant improvements at 5345 Hellyer
Avenue in San Jose, California (see Note 12).
MINORITY INTERESTS
Minority interests represent the limited partnership interests in the operating
partnerships. Minority interest in net income is calculated by taking the net
income of the operating partnerships (on a stand-alone basis) multiplied by the
respective minority interest ownership percentage.
REVENUE RECOGNITION
Rental income is derived from operating leases and recognized on the
straight-line method of accounting required by GAAP under which contractual rent
payment increases are recognized evenly over the lease term. The difference
between recognized rental income and rental cash receipts is recorded as
Deferred Rent Receivable on the consolidated balance sheets. Certain lease
agreements contain terms that provide for additional rents based on
reimbursement of certain costs including property operating, maintenance and
real estate taxes. These additional rents from tenant reimbursements are
reflected on the accrual basis.
Rental revenue is affected if existing tenants terminate or amend their leases.
The Company tries to identify tenants who may be likely to declare bankruptcy,
cease operations or otherwise terminate leases prior to the end of the lease
term, such as tenants who do not occupy all or a large portion of the property
being leased. By anticipating these events in advance, the Company expects to
take steps to minimize their impact on its reported results of operations
through lease renegotiations and other appropriate measures. Reserves against
Deferred Rent Receivable are estimated by management based on known financial
conditions of tenants and management's estimate of net realizeability of such
receivables based on existing or expected negotiations with tenants. The
Company's judgments and estimations about tenants' capacity to continue to meet
their lease obligations will affect the rental revenue recognized. To date,
actual reductions in revenue as a result of early terminations and the tenants'
inability to pay have been within management's estimates. However, material
differences may result in the amount and timing of our rental revenue for any
period if we made different judgments or estimations.
Lease termination fees are recognized in other income when there is a signed
termination letter agreement, all of the conditions of the agreement have been
met, the tenant is no longer occupying the property and the termination
consideration is probable of collection. These fees are paid by tenants who want
to terminate their lease obligations before the end of the contractual term of
the lease. There is no way of predicting or forecasting the timing or amounts of
future lease termination fees.
- 52 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
The Company recognizes income from rent, tenant reimbursements and lease
termination fees and other income once all of the following criteria are met in
accordance with SEC Staff Accounting Bulletin 104 "Revenue Recognition":
- the agreement has been fully executed and delivered;
- services have been rendered;
- the amount is fixed and determinable; and
- the collectability is reasonably assured.
INCOME TAXES
The Company has been taxed as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986, as amended, (the "Code") commencing with the
taxable year ended December 31, 1999. In order for the Company to qualify as a
REIT, it must distribute annually at least 90% of its REIT taxable income, as
defined in the Code, to its stockholders and comply with certain other
requirements. Accordingly, for the years ended December 31, 2005, 2004 and 2003,
no provision for federal income taxes has been included in the accompanying
consolidated financial statements.
For the years ended December 31, 2005 and 2004, the Company's total dividends
paid or payable to the stockholders represent 89% of ordinary income and 11%
return of capital and 98% of ordinary income and 2% return of capital,
respectively, for income tax purposes (unaudited). For the year ended December
31, 2003, the Company's total dividends paid or payable to the stockholders
represented 98% of ordinary income and 2% return of capital for income tax
purposes (unaudited).
NET INCOME PER SHARE
The computation of net income per share is based on the weighted average number
of common shares outstanding during the period. Diluted earnings per share
amounts are based upon the weighted average of common and common equivalent
shares outstanding during the year.
ACCOUNTING FOR STOCK-BASED COMPENSATION
SFAS 123, "Accounting for Stock-Based Compensation," encourages, but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion ("APB") 25, "Accounting for Stock Issued to
Employees" and related interpretations. Accordingly, compensation cost for stock
options is measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee must pay to
acquire the stock.
The following table illustrates the unaudited pro forma effect on consolidated
net income available to common stockholders and consolidated earnings per share
if the fair value method had been applied to all outstanding and unvested stock
options for the last three years.
Years Ended December 31,
------------------------------------------------------------------
2005 2004 2003
-------------------- -------------------- ---------------------
(dollars in thousands, except per share data)
Historical net income to common stockholders $10,027 $13,312 $16,212
Add back compensation expense for stock options included
in historical net income to common stockholders - - -
Deduct compensation expense for stock options
determined under fair value based method (161) (176) (235)
Allocation of expense to minority interest 134 145 195
-------------------- -------------------- ---------------------
Pro forma net income to common stockholders $10,000 $13,281 $16,172
-------------------- -------------------- ---------------------
Earnings per share - basic:
Historical net income to common stockholders $0.55 $0.74 $0.91
Pro forma net income to common stockholders $0.55 $0.74 $0.91
Earnings per share - diluted:
Historical net income to common stockholders $0.55 $0.74 $0.91
Pro forma net income to common stockholders $0.55 $0.73 $0.91
- 53 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
Options were granted to four employees and three non-employee directors totaling
710,000 in 2005, which options vest monthly for 33 months from date of grant,
subject to continued employment or other service to the Company. Each option
grant has a term of six years from the date of grant subject to earlier
termination in certain events related to termination of employment. The options
were granted at an exercise price of $10.00 per share. The estimated fair value
of the options granted in 2005 was $1.12 per share on the date of grant using
the Black-Scholes option pricing model with the following assumptions: dividend
yield of 6.4%, volatility of 21.97%, risk free rates of 4.2% and an expected
life of six years. There were no stock options granted in 2004 and 2003.
In April 2005, the Company's Compensation Committee of the Board of Directors,
in accordance with the provisions of the 2004 Equity Incentive Plan, unanimously
approved the following awards of dividend equivalent rights ("DER's"), each such
DER representing the current right to receive the dividend paid on one share of
the Company's common stock, when paid by the Company:
- The three non-employee outside directors each received 45,000 DER's
effective as of the second quarter of 2005, which will remain in effect as
long as the individual continues to serve on the Board of Directors; and
- Key employees of the Company received a total of 155,000 DER's effective as
of the second quarter of 2005, which will remain in effect for each key
employee as long as he continues to be employed by the Company.
A total of 290,000 DER's were awarded by the Company's Board of Directors in
April 2005. In the fourth quarter 2005, the Company accrued approximately $46
for DER compensation expense. The Company expects these awards to result in
additional annual compensation expense of approximately $186 based on the most
recent quarterly dividend of $0.16 per share of common stock.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash and cash equivalents, accounts
receivable, accounts payable, and debt. Considerable judgment is required in
interpreting market data to develop estimates of fair value. Accordingly, the
estimates presented herein are not necessarily indicative of the amounts that
the Company could realize in a current market exchange. The use of different
market assumptions and/or estimation methodologies may have a material effect on
the estimated fair value amounts. Cash and cash equivalents, accounts
receivable, and accounts payable are carried at amounts that approximate their
fair values due to their short-term maturities. For fixed rate debt, the Company
estimates fair value by using discounted cash flow analyses based on borrowing
rates for similar kinds of borrowing arrangements. The fair value of the
Company's fixed rate debt at December 31, 2005 was approximately $441,008 as
compared to its carrying value of $367,532.
RECLASSIFICATIONS
Certain amounts from prior year's consolidated financial statements have been
reclassified to conform to the presentation of the current year's consolidated
financial statements.
CONCENTRATION OF CREDIT RISK
The Company's properties are not geographically diverse, and its tenants operate
primarily in the information technology industry. Additionally, because the
properties are leased to 72 tenants at December 31, 2005, default by any major
tenant could significantly impact the results of the consolidated total. One
tenant, Microsoft Corporation, accounted for approximately 10.0%, 18.1% and
16.3% of the Company's cash rental income for the years ended December 31, 2005,
2004 and 2003, respectively, of total cash rental income. Cash rental income
from Microsoft Corporation was $10,089, $21,997 and $21,151 for the years ended
December 31, 2005, 2004 and 2003, respectively. Future minimum rents from this
tenant are $113,059. One other tenant accounted for approximately 12.4%, 10.8%
and 10.0% of the Company's cash rental income for the years ended December 31,
2005, 2004 and 2003, respectively, of total cash income. During 2005, seven of
the Company's tenants relocated or ceased operations.
NEW ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS 123R, "Share-Based Payment" ("SFAS
123R"), which addresses the accounting for employee and director stock options.
Statement 123R requires that the cost of all employee and director stock
options, as well as other equity-based compensation arrangements, be reflected
in the financial statements based on the estimated fair value of the awards.
SFAS 123R is an amendment to SFAS 123 and supersedes APB Opinion 25 ("APB 25").
SFAS 123R is applicable to any award that is settled or measured in stock,
including stock options, restricted stock, stock appreciation rights, stock
units, and employee stock purchase plans. The Company will adopt the
requirements of SFAS 123R beginning 2006. The Company expects that the adoption
of this standard will reduce its net income and earnings per share; however, it
will
- 54 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
have no impact on cash flow. Although the Company has not yet determined whether
the adoption of SFAS 123R will result in amounts that are similar to the current
pro forma disclosures under SFAS 123, the Company is evaluating the
requirementsunder SFAS 123R including the valuation methods and support for the
assumptions that underlie the valuation of the awards and the transition methods
(modified prospective transition method or the modified retrospective transition
method). Compensation cost under FAS 123R may differ from pro forma amounts due
to changes in fair value, different assumptions and treatment of forfeitures.
Under SFAS 123R, the Company estimates that compensation expense for 2006 will
be approximately $0.2 million against earnings.
In December 2004, the FASB issued SFAS 153, "Exchanges of Non-monetary Assets"
("SFAS 153"). SFAS 153 amends the guidance in APB Opinion 29, "Accounting for
Non-monetary Transactions," to eliminate certain exceptions to the principle
that exchanges of non-monetary assets be measured based on the fair value of the
assets exchanged. SFAS 153 eliminates the exception for non-monetary exchanges
of similar productive assets and replaces it with a general exception for
exchanges of non-monetary assets that do not have commercial substance. This
statement is effective for non-monetary asset exchanges in fiscal years
beginning after June 15, 2005. The adoption of SFAS 153 is not expected to have
an impact on the Company's consolidated results of operations, financial
position or cash flows.
In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error
Corrections" ("SFAS 154"), to replace APB Opinion 20, "Reporting Accounting
Changes in Interim Financial Statements" ("APB 20"). SFAS 154 changes the
requirements for the accounting for and reporting of a change in accounting
principle and requires retrospective application to prior periods' financial
statements, unless it is impracticable to determine period specific effects or
the cumulative effect of the change. SFAS 154 will be effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005. The adoption of this statement is not expected to have a material
effect on the Company's consolidated results of operations or financial
condition.
3. DEFERRED RENT ALLOWANCE
The following table represents activity in the deferred rent allowance for the
years ended December 31, 2005, 2004 and 2003.
Provision
Beginning Against Ending
Balance Revenues Charge-off Balance
-------------- ------------ ------------ -------------
(dollars in thousands)
Year ended December 31, 2003 $2,000 $2,552 $2,552 $2,000
Year ended December 31, 2004 $2,000 $1,313 $1,313 $2,000
Year ended December 31, 2005 $2,000 $785 $785 $2,000
4. STOCK TRANSACTIONS
As of December 31, 2005 and 2004, $1,706 and $1,588 remained outstanding under
notes issued in connection with the Company's purchase of its general
partnership interests in 1998 (the "demand notes"), respectively. The demand
notes which accrue interest at 7.25%, along with the interest expense (interest
income to the operating partnerships), are eliminated in consolidation and are
not included in the corresponding line items within the consolidated financial
statements. However, the interest income earned by the operating partnerships,
which is interest expense to the Company, in connection with this debt, is
included in the calculation of minority interest as reported on the consolidated
statement of operations, thereby reducing the Company's net income by this same
amount. The Company and the operating partnerships have agreed to extend the due
date of the demand notes to September 30, 2007. At present, the Company's only
means for repayment of this debt is through distributions received from the
operating partnerships in excess of the amount of dividends to be paid to the
Company's stockholders.
The limited partners of the operating partnerships have the right to tender
their O.P. Units to the Company for shares of common stock or, at the Company's
election, for cash. Each of the limited partners of the operating partnerships
(other than Carl E. Berg and Clyde J. Berg) has the annual right to exercise put
rights and cause the operating partnerships to purchase a portion of the limited
partner's O.P. Units at a purchase price based on the average market value of
the common stock for the 10-trading day period immediately preceding the date of
tender, generally limited to one-third of the aggregate number of O.P. Units
owned by each limited partner. Upon the exercise of any such right by a limited
partner, the Company will have the option to purchase the tendered O.P. Units
with available cash, borrowed funds or the proceeds of an offering of newly
issued shares of common stock. These put rights are available once a year. If
the total purchase price of the O.P. Units tendered by
- 55 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
all of the eligible limited partners in one year exceeds $1 million, the Company
or the operating partnerships is entitled in its discretion to reduce
proportionately the number of O.P. Units to be acquired from each tendering
limited partner so that the total purchase price does not exceed $1
million.During the year ended December 31, 2005, stock options to purchase
40,000 shares of the Company's common stock were exercised at $8.25 per share
and stock options to purchase 15,000 shares of the Company's common stock were
exercised at $10.00 per share. Total proceeds to the Company were approximately
$480.
During the year ended December 31, 2004, stock options to purchase a total of
20,000 shares of the Company's common stock were exercised at $8.25 per share.
Total proceeds to the Company were approximately $165.
During the year ended December 31, 2003, stock options to purchase 60,362 shares
of the Company's common stock were exercised at $4.50 per share and stock
options to purchase 90,000 shares of the Company's common stock were exercised
at $8.25 per share. Total proceeds to the Company were approximately $1,014.
In 2005 and 2004, 296,600 and 182,500 O.P. Units were exchanged for 296,600 and
182,500 shares of the Company's common stock, respectively, under the terms of
the Exchange Rights Agreement among the Company and all limited partners of the
operating partnerships.
5. MINORITY INTEREST
Minority interest represents the separate private ownership of the operating
partnerships, by the Berg Group and other non-affiliate interests. In total,
these interests account for 82.50% and 82.74%, on a weighted average basis, of
the ownership interests in the real estate operations of the Company as of
December 31, 2005 and 2004, respectively. Minority interest in earnings has been
calculated by taking the net income of the operating partnerships (on a
stand-alone basis) multiplied by the respective minority interest ownership
percentage.
The operating partnerships have ownership interests of 83.33%, 75% and 50% and
act as the managing member in three separate joint ventures, which were
established to hold properties. The operating partnerships control the joint
ventures, and accordingly, these joint ventures are consolidated in the
Company's consolidated financial statements. The minority interest in the joint
ventures is reflected as a component of minority interest of the operating
partnerships. For the years ended December 31, 2005, 2004 and 2003, income
associated with the minority interests held by the third parties of the three
consolidated joint ventures was $479, $486 and $581, respectively.
6. REAL ESTATE
PROPERTY DISPOSITIONS
In 2005, the Company completed the sale of three R&D properties consisting of
342,350 rentable square feet, which include the R&D properties at 3120 Scott
Boulevard, Santa Clara, California, 405 Tasman Drive, Sunnyvale, California and
800 Embedded Way, San Jose, California. A loss of approximately ($2,193) was
realized on the sales price of $8,500 for the 3120 Scott Boulevard property and
was provided for in the fourth quarter 2004 as an asset impairment charge under
discontinued operations, net of minority interests. A total gain of
approximately $2,206 was recognized in 2005 and classified as discontinued
operations, net of minority interests, on the total sales price of $19,355 for
the 405 Tasman Drive and 800 Embedded Way properties. The gain from the 405
Tasman Drive sale was recognized based on the installment method of profit
recognition since the buyer did not make a sufficient initial down payment.
Proceeds of approximately $15,061 from the 800 Embedded Way sale were classified
as restricted cash to be used in tax-deferred property exchanges as of December
31, 2005.
PROPERTY ACQUISITION
In 2005, the Company acquired a 203,800 rentable square foot vacant R&D property
located at 5521 Hellyer Avenue in San Jose, California. The purchase price for
the property was approximately $14,026. The Company allocated the purchase price
to land, building, and building improvements based upon the estimated relative
fair values of such assets. Since the property was acquired vacant, there was no
purchase price allocation to lease intangible assets.
- 56 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
BERG LAND HOLDINGS OPTION AGREEMENT
Under the terms of the Berg Land Holdings Option Agreement, the Company, through
the operating partnerships, has the option to acquire any future R&D property
developed by the Berg Group on land currently owned or optioned, or acquired for
these purposes in the future, directly or indirectly, by Carl E. Berg or Clyde
J. Berg. At present, there are approximately 90 acres of Silicon Valley land,
including land under development, owned directly or under 50% joint venture
entities by certain members of the Berg Group that are subject to the terms of
the Berg Land Holdings Option Agreement. The owners of the
future R&D property developments may obtain cash or, at their option, O.P. Units
valued at the average closing price of the shares of common stock over the
30-trading-day period preceding the acquisition date. To date, the Company has
completed 20 acquisitions under the Berg Land Holdings Option Agreement
representing approximately 1,992,000 rentable square feet. The acquired
properties cost approximately $205,188, for which the Company issued 7,933,849
O.P Units and assumed debt of approximately $118,042. Upon the Company's
exercise of an option to purchase any of the future R&D property developments,
the acquisition price will equal the sum of (a) the full construction cost of
the building; plus (b) 10% of the full construction cost of the building; plus
(c) interest at LIBOR (London Interbank Offered Rate) plus 1.65% on the amount
of the full construction cost of the building for the period from the date funds
were disbursed by the developer to the close of escrow; plus (d) the original
acquisition cost of the parcel on which the improvements will be constructed,
which range from $8.50 to $20.00 per square foot for land currently owned; plus
(e) 10% per annum of the amount of the original acquisition cost of the parcel
from the later of January 1, 1998 or the seller's acquisition date to the close
of escrow; minus (f) the aggregate principal amount of all debt encumbering the
acquired property, or a lesser amount as approved by the members of the
Independent Directors committee of the Company's Board of Directors. Generally,
the Company will not acquire any projects until they are fully completed and
leased.
No estimate can be given at this time as to the total cost to the Company to
acquire future projects under the Berg Land Holdings Option Agreement, or the
timing as to when the Company will acquire such projects. In addition to any
projects currently under development, the Company has the right to acquire
future developments by the Berg Group on up to 74 additional acres of land
currently controlled by the Berg Group, which could support approximately 1.2
million square feet of new developments. Under the Berg Land Holdings Option
Agreement, as long as the Berg Group ownership in the Company and the operating
partnerships taken as a whole is at least 65%, the Company also has an option to
purchase all land acquired, directly or indirectly, by Carl E. Berg or Clyde J.
Berg in the future which has not been improved with completed buildings and
which is zoned for, intended for or appropriate for R&D, office and/or
industrial development or use in the states of California, Oregon, and
Washington.
Although the Company has the right to acquire the new properties available to it
under the terms of the Berg Land Holdings Option Agreement, there can be no
assurance that the Company actually will consummate any intended transactions.
Furthermore, the Company has not yet determined the means by which it would
acquire and pay for any such properties or the impact of any of the acquisitions
on its business, results of operations, financial condition or available cash
for distribution.
Given the economic downturn in the Silicon Valley, the Company may not be able
to maintain historical levels of growth from acquisitions of new developments in
the future.
- 57 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
7. DEBT
The following table sets forth certain information regarding debt outstanding as
of December 31, 2005 and 2004.
Balance
Debt Description Collateral Properties At December 31, Maturity Date Interest Rate
--------------------------------- --------------------------------------- ----------------------------- -------------- -------------
2005 2004
--------------------------------- --------------------------------------- ----------------------------- -------------- -------------
(dollars in thousands)
Line of Credit:
Berg Group (related parties) 2033-2043 Samaritan Drive, San Jose, CA - $ 9,560 (1) (1)
2133 Samaritan Drive, San Jose, CA ------------- --------------
2233-2243 Samaritan Drive, San Jose, CA
1310-1450 McCandless Drive, Milpitas, CA
1795-1845 McCandless Drive, Milpitas, CA
Cupertino National Bank (2) Not Applicable - 24,208 12/06 (2)
------------- --------------
Mortgage Notes Payable
(related parties): 5300-5350 Hellyer Avenue, San Jose, CA 10,051 10,420 6/10 7.650%
------------- --------------
Mortgage Notes Payable: (3)
Washington Mutual 10460 Bubb Road, Cupertino, CA - 154 (4) 9.500%
Prudential Insurance Company
of America (5) 10300 Bubb Road, Cupertino, CA 117,290 119,441 10/08 6.560%
10500 North De Anza Blvd, Cupertino, CA
4050 Starboard Drive, Fremont, CA
45700 Northport Loop, Fremont, CA
45738 Northport Loop, Fremont, CA
450 National Ave, Mountain View, CA
6311 San Ignacio Avenue, San Jose, CA
6321 San Ignacio Avenue, San Jose, CA
6325 San Ignacio Avenue, San Jose, CA
6331 San Ignacio Avenue, San Jose, CA
6341 San Ignacio Avenue, San Jose, CA
6351 San Ignacio Avenue, San Jose, CA
3236 Scott Blvd, Santa Clara, CA
3560 Bassett Street, Santa Clara, CA
3570 Bassett Street, Santa Clara, CA
3580 Bassett Street, Santa Clara, CA
1135 Kern Avenue, Sunnyvale, CA
1212 Bordeaux Lane, Sunnyvale, CA
1230 E. Arques, Sunnyvale, CA
1250 E. Arques, Sunnyvale, CA
1170 Morse Avenue, Sunnyvale, CA
1600 Memorex Drive, Santa Clara, CA
1688 Richard Avenue, Santa Clara, CA
1700 Richard Avenue, Santa Clara, CA
3540 Bassett Street, Santa Clara, CA
3542 Bassett Street, Santa Clara, CA
3544 Bassett Street, Santa Clara, CA
3550 Bassett Street, Santa Clara, CA
Northwestern Mutual Life
Insurance Co. (6) 1750 Automation Parkway, San Jose, CA 91,417 94,517 1/13 5.640%
1756 Automation Parkway, San Jose, CA
1762 Automation Parkway, San Jose, CA
6320 San Ignacio Avenue, San Jose, CA
6540-6541 Via Del Oro, San Jose, CA
6385-6387 San Ignacio Ave., San Jose, CA
2251 Lawson Lane, Santa Clara, CA
1325 McCandless Drive, Milpitas, CA
1650-1690 McCandless Drive, Milpitas, CA
20605-20705 Valley Green Dr., Cupertino, CA
Citicorp USA, Inc. 2001 Walsh Avenue, Santa Clara, CA - 78,710 (2) (2)
2880 Scott Boulevard, Santa Clara, CA
2890 Scott Boulevard, Santa Clara, CA
2770-2800 Scott Boulevard, Santa Clara, CA
2220 Central Expressway, Santa Clara, CA
2300 Central Expressway, Santa Clara, CA
2330 Central Expressway, Santa Clara, CA
20400 Mariani Avenue, Cupertino, CA
Allianz Life Insurance Co. (I)(7) 5900 Optical Court, San Jose, CA 25,269 - 8/25 5.560%
Allianz Life Insurance Co. (II)(7)5325-5345 Hellyer Avenue, San Jose, CA 123,505 - 8/25 5.220%
1768 Automation Parkway, San Jose, CA
2880 Scott Boulevard, Santa Clara, CA
2890 Scott Boulevard, Santa Clara, CA
2800 Scott Boulevard, Santa Clara, CA
20400 Mariani Avenue, Cupertino, CA
10450-10460 Bubb Road, Cupertino, CA
------------- --------------
357,481 292,822
------------- --------------
Total $367,532 $337,010
============= ==============
- 58 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
(1) The debt owed to the Berg Group under the line of credit carries a variable
interest rate equal to LIBOR plus 1.30% and is payable in full in March
2006. The interest rate was 4.08% at December 31, 2004. Effective October
31, 2005, the Berg Group line of credit was terminated based on a mutual
agreement between the Company and the Berg Group. Based on existing cash
reserves and credit facilities, the Company determined that it no longer
foresees a need for the Berg Group line of credit. There are no borrowings
currently outstanding under the Berg Group line of credit. The Company did
not incur any fees or charges for terminating the Berg Group line of
credit.
(2) Interest rate for the Cupertino National Bank line of credit is LIBOR plus
1.75%. The interest rate for the Cupertino National Bank line of credit at
December 31, 2005 and 2004 was 6.14% and 4.29%, respectively. On July 22,
2005, the Company entered into a "Change in Terms Agreement" with Cupertino
National Bank, which reduced the maximum borrowing amount on the Company's
revolving line of credit facility with that bank from $40 million to $9
million. In December 2005, the Company entered into another "Change in
Terms Agreement" with Cupertino National Bank that increased the facility
from $9 million to $10 million. The Cupertino National Bank line of credit
contains certain financial loan and reporting covenants as defined in the
loan agreement. As of December 31, 2005, the Company was in compliance with
these loan covenants. The interest rate for the Citicorp USA, Inc. mortgage
loan at December 31, 2004 was 4.18%. The Citicorp loan was paid off in July
2005 with proceeds received from the Allianz Loan II.
(3) Mortgage notes payable generally require monthly installments of interest
and principal ranging from $177 to $840 over various terms extending
through the year 2025. The weighted average interest rate of mortgage notes
payable was 5.84% and 6.23% at December 31, 2005 and 2004, respectively.
(4) The Washington Mutual mortgage loan was paid off in its entirety in July
2005. It was collateralized by one property located at 10460 Bubb Road in
Cupertino, California. This property was added as additional collateral to
the Allianz Loan II.
(5) The Prudential Insurance loan is payable in monthly installments of $827,
which includes principal (based upon a 30-year amortization) and interest.
A limited partner, who is not a member of the Berg Group, has guaranteed
approximately $12,000 of this debt. Costs and fees incurred with obtaining
this loan aggregated approximately $900, which were deferred and amortized
over the loan period. The Prudential loan contains certain customary
covenants as defined in the loan agreement. As of December 31, 2005, the
Company was in compliance with these loan covenants.
(6) The Northwestern loan is payable in monthly installments of $696, which
includes principal (based upon a 20-year amortization) and interest. Costs
and fees incurred with obtaining this loan aggregated approximately $664,
which were deferred and amortized over the loan period. The Northwestern
loan contains certain customary covenants as defined in the loan agreement.
As of December 31, 2005, the Company was in compliance with these loan
covenants.
(7) The Allianz loans are payable in monthly installments of $1,017, which
includes principal (based upon a 20-year amortization) and interest. Costs
and fees incurred with obtaining these loans aggregated approximately
$1,125, which were deferred and amortized over the loan periods. The
Allianz loans contain certain customary covenants as defined in the loan
agreements. As of December 31, 2005, the Company was in compliance with
these loan covenants.
The following information is an update of obtained mortgage notes payable and
other debt transaction that occurred during 2005. For additional details
regarding the Company's mortgage notes payable and other debt outstanding as of
December 31, 2005, see Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations.
ALLIANZ LOAN I
On April 6, 2005, the Company obtained a $25,800 collateralized mortgage loan
from Allianz Life Insurance Company of North America ("Allianz Loan I"). The
Allianz Loan I originally matures on April 10, 2020 and must be paid in full at
that time unless payment is accelerated by reason of a default or sale of the
property that secures the loan. The Company paid approximately $252 in loan fees
and financing costs, which are being amortized over the 20 year amended loan
period, and used the proceeds primarily to pay down short-term debt and the Berg
Group line of credit. On July 26, 2005, in connection with the Allianz Loan II,
the Company entered into a "Loan Modification Agreement" with Allianz, which
extended the amortization period and maturity date of the Allianz Loan I from
April 10, 2020 to August 10, 2025. This loan bears a fixed interest rate of
5.56% and principal payments are amortized over 20 years. The mortgage loan is
collateralized by one property.
ALLIANZ LOAN II
On July 27, 2005, the Company obtained a $125,000 collateralized mortgage loan
from Allianz Life Insurance Company of North America ("Allianz Loan II"). The
Allianz Loan II matures on August 10, 2025, and must be paid in full at that
time, unless payment is accelerated by reason of a default or sale of any
property that secures the loan. This loan bears a fixed interest rate of 5.22%
and principal payments are amortized over 20 years. The mortgage loan is
collateralized by eight properties. The Company paid approximately $874 in loan
fees and financing costs, which are being amortized over the 20 year loan
period, and used the proceeds primarily to pay down short-term debt and the Berg
Group line of credit.
INTEREST RATE DERIVATIVE
In 2005, the Company entered into cash flow interest rate derivative as a means
to hedge exposure to an increase in interest rates prior to securing a loan
commitment in connection with a refinancing of certain variable rate debt to
fixed rate long term mortgage debt. The Company secured a 20 year fixed rate
mortgage loan commitment for $125,000 at 5.22% annual interest rate and closed
the derivative contracts. Since the interest rate derivative contracts did not
qualify as a designated cash flow interest rate hedge in accordance with SFAS
133, Accounting for Derivative Instruments and Hedging Activities, the Company
recorded an approximately $834 charge to interest expense in 2005.
- 59 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
CUPERTINO NATIONAL BANK LINE OF CREDIT
The Company entered into a "Change in Terms Agreement" with Cupertino National
Bank on July 22, 2005, which reduced the maximum borrowing amount on the
Company's revolving line of credit facility with that bank from $40,000 to
$9,000. On December 22, 2005, the Company entered into another "Change in Terms
Agreement" with Cupertino National Bank that increased the facility from $9,000
to $10,000. The line of credit bears an interest rate of LIBOR plus 1.75% and
will expire in December 2006.
Scheduled principal payments on debt as of December 31, 2005 are as follows:
Fixed Rate Debt
(Including Related Parties)
----------------------------------
December 31, 2006 $ 10,411
December 31, 2007 11,028
December 31, 2008 121,605
December 31, 2009 9,580
December 31, 2010 10,125
Thereafter 204,783
----------------------------------
$367,532
==================================
8. OPERATING PARTNERSHIP AND STOCKHOLDER DISTRIBUTIONS
Holders of the Company's common stock and O.P. Units are entitled to dividend
distributions as determined and declared by the Company's Board of Directors.
Under the Exchange Rights Agreement limited partners have the right to tender
O.P. Units to the Company, and, at the Company's election, to receive common
stock on a one-for-one basis at then-current market value, an equivalent amount
of cash, or a combination of cash and common stock in exchange for the O.P.
Units tendered, subject to the 9% overall ownership limit imposed on non-Berg
Group stockholders under the Company's charter document, or the overall 20% Berg
Group ownership limit, as the case may be. O.P. Unit holders are entitled to
vote when their O.P. Units are converted to shares of the Company's common
stock. Once in each 12-month period beginning each December 29, the limited
partners, other than Carl E. Berg and Clyde J. Berg, may exercise a put right to
sell their O.P. Units to the operating partnerships at a price equal to the
average market price of the common stock for the 10-trading day period
immediately preceding the date of tender. Upon any exercise of the put rights,
the Company will have the opportunity for a period of 15 days to elect to fund
the purchase of the O.P. Units and purchase additional general partner interests
in the operating partnerships for cash, unless the purchase price exceeds $1
million in the aggregate for all tendering limited partners, in which case, the
operating partnerships or the Company will be entitled, but not required, to
reduce proportionally the number of O.P. Units to be acquired from each
tendering limited partner so that the total purchase price is not more than $1
million.
During 2005, the Company, as general partner of the operating partnerships,
declared quarterly distributions aggregating $0.64 per common share and O.P.
Unit for total distributions of $66,886, including $16,725 payable in January
2006. Total distributions attributable to O.P. Units owned by various members of
the Berg Group were $50,209.
During 2004, the Company, as general partner of the operating partnerships,
declared quarterly distributions aggregating $0.88 per common share and O.P.
Unit for total distributions of $91,944, including $16,718 payable in January
2005. During the fourth quarter of 2004, the Company's Board of Directors
reduced the quarterly dividend distribution from $0.24 per common share and O.P.
Unit to $0.16 per common share and O.P. Unit. Total distributions attributable
to O.P. Units owned by various members of the Berg Group were $69,075, which was
financed by the Company as a draw on the Berg Group line of credit.
During 2003, the Company, as general partner of the operating partnerships,
declared quarterly distributions aggregating $0.96 per common share and O.P.
Unit for total distributions of $100,064, including $25,031 payable in January
2004. Total distributions attributable to O.P. Units owned by various members of
the Berg Group were $75,230, which was financed by the Company as a draw on the
Berg Group line of credit.
9. EQUITY-BASED COMPENSATION AND RETIREMENT INVESTMENT PLANS
The Company's 1997 Stock Option Plan ("1997 Plan") was approved by the Company's
stockholders on November 10, 1997. On November 24, 2004, the 2004 Equity
Incentive Plan ("2004 Plan") was approved by the Company's stockholders and
replaced the 1997 Plan. The Company's board of directors approved the 2004 Plan
in September 2004. No further options are available or will be granted under the
1997 Plan. In replacing the 1997 Plan, the 2004 Plan:
- 60 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
- transferred up to 3,991,089 remaining shares available for issuance under
the Company's 1997 Plan and terminated the 1997 Plan for any new grants;
- transferred up to an additional 767,000 shares subject to outstanding
options under the 1997 Plan if they expire without being exercised; and
- includes the ability to grant restricted stock, restricted stock units,
performance units, dividend equivalent rights, and other stock-based
compensation, including O.P. Units of the Operating Partnerships, as well
as incentive and non-statutory stock options.
The 2004 Plan was adopted so that the Company may attract and retain the high
quality employees, consultants and directors necessary to build the Company's
infrastructure and to provide ongoing incentives to the Company's employees in
the form of options to purchase the Company's common stock by enabling them to
participate in the Company's success.
The 2004 Plan provides for the granting to employees, including officers
(whether or not they are directors) of "incentive stock options" within the
meaning of Section 422 of the Code, and for the granting of non-statutory
options to employees, consultants and directors of the Company. Options to
purchase a maximum of 3,281,089 shares of common stock may be granted under the
2004 Plan, subject to equitable adjustments to reflect certain corporate events.
Options were granted to four employees and three non-employee directors totaling
710,000 in 2005. No options were granted in 2004 and 2003.
The remaining contractual lives of unexercised options granted range from
December 2006 to April 2011.
The following table shows the combined activity and detail for the 1997 and 2004
Plans for each of the three years in the period ended December 31, 2005.
Weighted Average
Number Exercise Price
of Options Per Share
--------------- ------------------
Balance, December 31, 2002 950,362 $10.65
Options exercised (150,362) $6.74
Options cancelled (13,000) $13.00
---------------
Balance, December 31, 2003 787,000 $11.36
Options exercised (20,000) $8.25
---------------
Balance, December 31, 2004 767,000 $11.44
Options granted 710,000 $10.00
Options exercised (55,000) $8.73
---------------
Balance, December 31, 2005 1,422,000 $10.83
===============
The following table summarizes information regarding options outstanding for the
2004 Plan at December 31, 2005:
Options Outstanding Options Exercisable Options Not Exercisable
--------------------------------------------------------------------------------------
Weighted
Average Weighted Weighted Weighted
Remaining Average Average Average
Contractual Exercise Exercise Exercise
Range of Exercise Prices Options Life in Years Price Options Price Options Price
------------------------------------------------------------------------------------------------------------------
$8.25 80,000 1.00 $8.25 80,000 $8.25 - -
$10.00 695,000 5.33 $10.00 221,665 $10.00 473,335 $10.00
$11.33 375,000 3.33 $11.33 291,667 $11.33 83,333 $11.33
$13.00 272,000 0.83 $13.00 272,000 $13.00 - -
------------ ------------ ------------
$8.25 to $13.00 1,422,000 3.70 $10.83 865,332 $11.23 556,668 $10.20
============ ============ ============
- 61 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
None of the options granted are contingent upon the attainment of performance
goals or subject to other restrictions. As of December 31, 2005, outstanding
options to purchase 865,332 shares of common stock were exercisable, but only
80,000 options were "in-the-money" based on the closing price of $9.74 at
December 30, 2005, the last trading day of the year.
The 2004 Plan allows the Company to grant to employees and directors a wider
range of awards than is permitted under the 1997 Plan, including restricted
stock, stock grants, restricted stock units, performance units, other
stock-based compensation, including O.P. Units exchangeable for shares of common
stock, and dividend equivalent rights, which will help the Company achieve its
goal of attracting, retaining and motivating its personnel which is necessary to
build the Company's infrastructure, achieve the Company's business goals and
enhance stockholder value. No options or awards may be granted under the 2004
Plan after November 24, 2014.
Awards and options granted under the 2004 Plan may be granted to any employees,
non-employee directors or consultants of the Company and any corporation or
other entity affiliated with the Company, including the Operating Partnerships.
Only employees of the Company or a corporate subsidiary may receive incentive
stock options. Options can be granted to non-employee directors and consultants
of the Company and to employees of the Company or a corporate subsidiary. No
individual may receive in any one calendar year awards covering more than
500,000 of the total number of shares of stock.
The options generally are granted at the fair market value of the Company's
common shares at the date of grant, vest over a four-to-six year period, are
exercisable upon vesting and expire six-to-eight years from the date of grant.
The exercise price for all incentive stock options under the 2004 Plan shall not
be less than the fair market value of the underlying common shares at the time
the option was granted.
Under the 2004 Plan, each non-employee member of the board of directors who
became or becomes a member of the board of the directors after November 24,
2004, the date on which the Plan was approved by the Company's stockholders,
will receive automatically a grant of an option to purchase 50,000 shares of
common stock at an exercise price equal to 100% of the fair market value of the
common stock at the date of grant of such option. Such options become
exercisable cumulatively with respect to 1/48th of the underlying shares on the
first day of each month following the date of grant. Generally, the options must
be exercised while the optionee remains a director. In addition, the board of
directors may authorize annual option grants or awards to non-employee directors
in the board's discretion as long as the number of shares or equivalent number
of underlying shares of common stock in the case of certain awards, does not
exceed 50,000 per year. A disinterested majority of the board also may authorize
additional options and awards to a director serving as a Committee chair or
providing other extraordinary service to the Board. The 2004 Plan further
provides that upon an acquisition of the Company in which more than 50% of the
total voting power of the Company's outstanding securities is transferred to the
acquirer or acquiring parties, options and awards held by non-employee directors
will vest in full and become exercisable prior to their expiration.
The board of directors may terminate the 2004 Plan at any earlier time or make
modifications of the 2004 Plan as it deems advisable. Awards and options granted
at any time during the term of the 2004 Plan will not expire solely because of
the termination of the 2004 Plan, and no amendment or modification of the 2004
Plan shall affect the terms of any outstanding award unless the board expressly
provides otherwise. Termination or amendment of the 2004 Plan may not adversely
affect the rights of the recipient of an award without his or her consent. The
Compensation Committee of the Board of Directors may amend the terms of any
option or award previously granted, but such amendment may not impair the rights
of the recipient without his or her consent.
A total of 3,281,089 shares of common stock are reserved for issuance under the
2004 Plan. At no time may the number of shares issued pursuant to or subject to
outstanding awards granted under the 2004 Plan exceed this number, subject to
the provisions for increase and adjustment set forth in the 2004 Plan. If any
option or award expires, terminates or is cancelled without being exercised in
full, or any other award is forfeited, the shares forfeited or not purchased
will be available for future grant of awards.
The Company has adopted an employee investment plan (the "Plan"), under Section
401(k) of the Internal Revenue Code. Employees who are at least 21 years old and
who have completed six months of eligibility service may become participants in
the Plan. Each participant may make contributions to the Plan through salary
deferrals in amounts of at least 1% to a maximum of 15% of the participant's
compensation, subject to certain limitations imposed by the Internal Revenue
Code. The Company contributes an amount up to 15% of the participant's
compensation, based upon management's discretion. A participant's contribution
to the Plan is 100% vested and non-forfeitable. A participant will become vested
in 100% of the Company's contributions after two years of eligible service. For
the years ended December 31, 2005, 2004 and 2003, the
- 62 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
Company recognized $103, $92 and $92 of expense for employer contributions made
in connection with this Plan, respectively.
10. NET INCOME PER SHARE
Basic net income per share is computed by dividing net income by the
weighted-average number of common shares outstanding for the period. Diluted net
income per share is computed by dividing net income by the sum of
weighted-average number of common shares outstanding for the period plus the
assumed exercise of all dilutive securities.
The computation for weighted average shares is detailed below:
Year Ended Year Ended Year Ended
December 31, 2005 December 31, 2004 December 31, 2003
-------------------- ------------------- -------------------
Weighted average shares outstanding (basic) 18,286,947 18,034,873 17,739,609
Incremental shares from assumed option exercise 38,712 41,625 63,338
-------------------- ------------------- -------------------
Weighted average shares outstanding (diluted) 18,325,659 18,076,498 17,802,947
==================== =================== ===================
Outstanding options to purchase 647,000, 272,000 and 647,000 shares in 2005,
2004 and 2003, respectively, were excluded from the computation of diluted net
income per share under the treasury stock method because the option exercise
price was greater than the weighted average exercise price of the Company's
common stock during the respective periods. The outstanding O.P. Units have been
excluded from the diluted net income per share calculation as there would be no
effect on the diluted net income per share since the minority interests' share
of income would also be added back to net income. O.P. Units outstanding at
December 31, 2005 and 2004 were 86,088,095 and 86,384,695, respectively.
11. OTHER INCOME
Other income, including interest, was approximately $4,606, $6,913 and $4,525
for the years ended December 31, 2005, 2004 and 2003, respectively. For the year
ended December 31, 2005, termination fees, prior tenant bankruptcy settlements,
management fee income, interest income and security deposit forfeitures
accounted for approximately $2,407, $108, $949, $567 and $455, respectively, of
other income. For the year ended December 31, 2004, termination fees, prior
tenant bankruptcy settlements and management fee income accounted for
approximately $4,250, $1,199 and $1,219, respectively, of other income. For the
year ended December 31, 2003, prior tenant bankruptcy settlements, management
fee income, utility rebates and security deposit forfeitures accounted for
approximately $2,231, $1,383, $381 and $181 respectively, of other income.
Management fee is paid by the tenant to the landlord for the administration and
supervision of the property.
12. RELATED PARTY TRANSACTIONS
As of December 31, 2005 and 2004, the Berg Group owned 77,490,528 and 77,577,528
O.P. Units, respectively, of the total 86,088,095 and 86,384,695 O.P. Units
issued and outstanding, respectively. The Berg Group's interest in the Company
represents 74.1% and 74.2% of the Company as of December 31, 2005 and 2004,
respectively, assuming conversion of the O.P. Units into common shares of the
Company.
The Company periodically acquires unleased properties, which include land, the
building shell and base building improvements, from the Berg Group under the
Berg Group Land Holdings Options Agreement. These acquisitions from the Berg
Group are made for properties where the Company has previously identified a
tenant, and in conjunction with the acquisition, the Company executes a lease
agreement with the tenant. In many of the acquisitions from the Berg Group,
lease commissions relating to these leasing activities conducted by the Company
are paid by the Berg Group and reimbursed by the Company in connection with the
acquisition. These lease commissions are recorded separately in other assets on
the Company's consolidated balance sheets.
The Company did not acquire any properties from the Berg Group in 2005 or 2004.
DEBT WITH THE BERG GROUP
As of December 31, 2005 and 2004, debt in the amount of $0 and $9,560,
respectively, was due the Berg Group under the line of credit. Effective October
31, 2005, the Company and the Berg Group mutually agreed to terminate the $20
million line of credit with the Berg Group. The Berg Group line of credit was
originally scheduled to mature in March 2006. Based on existing cash reserves
and credit facilities, the Company determined that it no longer foresees a need
for the Berg Group line
- 63 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
of credit. The Company did not incur any fees or charges for terminating the
Berg Group line of credit. Additionally, in 2005 and 2004, the operating
partnerships declared distributions of $0.64 and $0.88 per O.P. Unit,
respectively. Distributions paid to various members of the Berg Group in 2005,
2004 and 2003 were $50,209, $69,075 and $75,224, respectively. Interest expense
incurred in connection with the Berg Group line of credit was $188, $266 and
$227 for the years ended December 31, 2005, 2004 and 2003, respectively.
As of December 31, 2005 and 2004, debt in the amount of $10,051 and $10,420,
respectively, was due the Berg Group under a mortgage note established May 15,
2000 in connection with the acquisition of a 50% interest in Hellyer Avenue
Limited Partnership, the obligor under the mortgage note. The mortgage note
bears interest at 7.65%, and is due in ten years with principal payments
amortized over 20 years. Interest expense incurred in connection with the Berg
Group mortgage note was $784, $811 and $837 for the years ended December 31,
2005, 2004 and 2003, respectively.
TRANSFER OF INTEREST TO BERG GROUP IN CONSOLIDATED JOINT VENTURE
In July 2000, the Hellyer Avenue Limited Partnership ("Hellyer LP") was formally
organized as a California limited partnership between Mission West Properties,
L.P. ("MWP"), of which the Company as the managing general partner, and Republic
Properties Group ("RPC"), an unaffiliated third party, as general partner and
limited partners. MWP was designated as the managing general partner of Hellyer
LP. For a 50% ownership interest in Hellyer LP, RPC agreed to cause Stellex
Microwave Systems, Inc. ("Stellex") to provide a 15-year lease on approximately
160,000 square foot R&D buildings to be constructed by Berg & Berg Enterprises,
Inc. ("BBE") on land owned by another Berg Group member.
As part of the transaction, MWP acquired the underlying land pursuant to the
Berg Land Holdings Option Agreement for a price of $5.7 million by issuing
659,223 OP units to the Berg Group entity that owned the property. Further,
under the terms of the Hellyer LP partnership agreement MWP then contributed the
land to the partnership at an agreed value of $9.6 million, which amount was to
be amortized and paid to MWP in the form of income and cash flow preferences.
The transaction was reviewed and approved by the Independent Directors Committee
of the Company's Board of Directors.
In connection with the transaction, BBE built and paid for all improvements on
the land. The total cost of the R&D building, exclusive of specified tenant
improvements obligations, was approximately $11.4 million. Hellyer LP issued a
note for the amount of those construction costs to BBE, which note was secured
by the buildings.
Because RPC's interest in Hellyer LP was attributable solely to its commitment
to obtain Stellex as a tenant for the property, the partnership agreement
provided that if a payment default occurred within the first five years of the
Stellex lease, RPC would lose 100% of its interest in the partnership, and if a
payment default occurred during the second five year period under the lease, RPC
would lose 50% of its interest in Hellyer LP.
Pursuant to RPC's commitment to Hellyer LP Stellex executed a lease agreement
obligating Stellex, among other things, to pay monthly rent starting at $1.60
per square foot on a triple net basis for 15 years and to reimburse BBE for the
tenant improvement obligations, which ultimately totaled approximately $10.5
million.
Under the lease terms, Stellex was obligated to reimburse BBE in full for the
tenant improvement costs no later than August 25, 2000. Several days before the
due date, representatives of Stellex met with representatives of MWP and
informed them that Stellex could not pay the balance due BBE. Stellex requested
MWP immediately to draw down the letter of credit as a result of default on the
tenant improvement payment required under the lease.
On September 1, 2000, MWP, as the general partner of Hellyer LP, ceased all
allocations of income and cash flow to RPC and exercised the right under the
partnership agreement to cancel RPC's entire interest in the partnership.
Following discussions with and approval by the Independent Directors Committee,
the Company authorized the transfer of RPC's interest in Hellyer LP to BBE.
Under the Berg Land Holdings Option Agreement and the Acquisition Agreement
dated as of May 14, 1998, the Independent Directors Committee of the Board of
Directors had the right, but not the obligation, to reacquire on behalf of the
Company the property interest and the related distributions related to the
property interest at any time. The transfer was effective as of September 1,
2000.
In January 2002, Stellex was acquired through its bankruptcy proceeding by a
division of Tyco Corporation. In connection with the acquisition of Stellex, the
purchaser assumed the lease with Hellyer LP, agreed to comply with all terms of
lease and reimbursed BBE for the tenant improvements, as required under the
lease agreement and the Bankruptcy Court order.
- 64 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
Since the inception of Hellyer LP, the Company has accounted for the properties
owned by the partnership on a consolidated basis, with reductions for the
minority interest held by the minority partner (first RPC and then BBE). In each
period, the Company has accrued amounts payable by Hellyer LP to the minority
interest partner, including BBE prior to payment. BBE's share of earnings
allocated to its 50% minority interest was $711, $682 and $400 in 2005, 2004 and
2003, respectively. As of December 31, 2005, accumulated cash flow distributions
from Hellyer LP totaling approximately $2.9 million were accrued and distributed
to BBE. If the Company's litigation with RPC is ultimately decided in RPC's
favor, the Company anticipates that BBE may be required to return RPC's former
interest in Hellyer LP and all prior distributions to RPC. As a result of this
uncertainty, in October 2003, the Company recorded such distributions as an
account receivable from BBE, which is included in other assets, with an
offsetting account payable to BBE.
If the litigation is ultimately decided in favor of the Company, the Independent
Directors Committee of the Board of Directors has the right, but not the
obligation, to acquire on behalf of the Company the former RPC interest and
related distributions from BBE under the terms of the Berg Land Holdings Option
Agreement and the Acquisition Agreement between the Company and the Berg Group.
ACQUISITION OF CARL E. BERG'S INTEREST IN UNCONSOLIDATED JOINT VENTURE
In July 1999, an unrelated party, TBI, advised Carl E. Berg that TBI had an
option to purchase approximately 78.89 acres of unimproved land zoned for R&D
development in Morgan Hill at $2.50 per square foot that would expire in
approximately six months. TBI offered Mr. Berg a 50% interest in the development
of this land if Mr. Berg provided 100% financing for the land at 0% interest for
three years. Mr. Berg advised TBI of his obligation to offer all R&D development
opportunities on the West Coast to the Company and further advised TBI that the
Company's Independent Directors Committee must approve the acquisition of any
properties and that the Company's policy was only to acquire properties that are
leased pursuant to the Berg Land Holdings Option Agreement. The development
joint venture between TBI and the Berg Group proceeded on that basis. Building
construction was financed through loans facilitated by the Berg Group. In early
2003, TBI formed TBI-MSW, a new limited partnership, to own all the leased
buildings. The Berg Group offered its 50% non-controlling limited partnership
interest in TBI-MSW to the Company at cost plus an annual interest rate of 7% on
the funds advanced by the Berg Group which amounted to $1.8 million. The
Independent Directors Committee and the Berg Group agreed to use a 7% interest
rate instead of the rate and fees specified in the Berg Land Holdings Option
Agreement because the transaction differed from the standard build-to-suit
development specified under that agreement. TBI-MSW owned four fully leased
buildings totaling approximately 593,000 rentable square feet. The buildings
were subject to mortgage loans totaling $53.6 million. The Independent Directors
Committee approved the Company's acquisition of the Berg Group's 50% interest in
the joint venture, effective January 1, 2003. The development joint venture
between the Berg Group and TBI retained two vacant shell R&D buildings and five
unimproved lots. In April 2003, Comcast, Inc. offered to purchase one of the
vacant buildings and two acres of adjoining land from the development joint
venture for net proceeds of $2.8 million, after debt repayment. Prior to sale of
the property, TBI-MSW acquired this property at no cost under the terms of the
Berg Land Holdings Option Agreement, and the Company received a net distribution
of $1.4 million from the sale. The transaction was approved by the Independent
Directors Committee. The Berg Group continues to own a 50% interest in the
remaining vacant building and five unimproved lots.
BERG CONTROLLED ENTITIES HAVE FINANCIAL INTERESTS IN CERTAIN TENANTS THAT LEASE
SPACE FROM THE COMPANY
During December 31, 2005, 2004 and 2003, Carl E. Berg or entities controlled by
Mr. Berg held financial interests in several companies that lease space from the
operating partnerships, which include three companies where Mr. Berg has a
greater than 10% ownership interest. These related tenants occupy a total of
approximately 48,000 rentable square feet and contributed $731, $866 and $904 in
rental revenue in 2005, 2004 and 2003, respectively. Under the Company's
Charter, bylaws and agreements with the Berg Group, the individual members of
the Berg Group are prohibited from acquiring shares of the Company's common
stock if such acquisition would result in their beneficial ownership percentage
of the Company's common stock causing the Company to violate any REIT
qualification requirement.
BERG GROUP COMMITMENT TO COMPLETE FUTURE IMPROVEMENTS AND BUILDING IN CONNECTION
WITH CERTAIN ACQUISITIONS FROM THE BERG GROUP UNDER THE BERG LAND HOLDINGS
OPTION AGREEMENT
The Berg Group has an approximately $2.5 million commitment to complete certain
tenant improvements in connection with the Company's 2002 acquisition of 5345
Hellyer Avenue in San Jose, California. The Company recorded this portion of its
purchase consideration paid to the Berg Group as an Other Asset on its
Consolidated Balance Sheets. The Berg Group plans to satisfy this commitment to
complete certain tenant improvements when requested by the Company following the
approval of the Independent Directors Committee.
- 65 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
The Berg Group has an approximately $7.5 million commitment to complete an
approximately 75,000 to 90,000 square foot building in connection with the
Company's 2001 acquisition of 245 Caspian Drive in Sunnyvale, California which
is comprised of approximately three acres of unimproved land. The Company
recorded this portion of its purchase consideration paid to the Berg Group as an
Other Asset on its Consolidated Balance Sheets. The Berg Group plans to satisfy
this commitment to construct a building when requested by the Company following
the approval of the Independent Directors Committee.
LAND LEASE RENT REIMBURSEMENT TO CARL E. BERG
One tenant is currently leasing four R&D buildings from the Company and is also
leasing raw land from Carl E. Berg. Total rent from the tenant is paid directly
to the Company, which includes the land rent. The Company reimburses Carl E.
Berg $85 per month for the land rent portion.
LEASING AND OVERHEAD REIMBURSEMENTS PROVIDED BY BERG CONTROLLED ENTITY
The Company currently leases office space owned by Berg & Berg Enterprises,
Inc., an affiliate of Carl E. Berg and Clyde J. Berg. Rental amount and overhead
reimbursements paid to Berg & Berg Enterprises, Inc. were $90 for each year
ended December 31, 2005, 2004 and 2003.
13. FUTURE MINIMUM RENTS
The Company, through the operating partnerships, owns interests in 107 R&D
properties that are leased to tenants under net operating leases with initial
terms extending to the year 2020, and are typically subject to fixed increases.
Generally, the leases grant tenants renewal options. Future minimum rentals
under non-cancelable operating leases as of December 31, 2005, excluding tenant
reimbursements of expenses, are as follows:
Year Minimum Rent
--------------------------------------------
(dollars in thousands)
2006 $ 99,743
2007 86,183
2008 70,344
2009 64,448
2010 57,056
Thereafter 152,808
---------------------------
Total $530,582
===========================
14. SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest was approximately $21,842, $18,363 and $17,146 for the
years ended December 31, 2005, 2004 and 2003, respectively.
Amounts of approximately $50,223, $75,326 and $75,224 were due the Berg Group
for distributions declared to O.P. Unit holders during the years ended December
31, 2005, 2004 and 2003, respectively, and were treated as draws under the Berg
Group line of credit.
For the years ended December 31, 2005, 2004 and 2003, 296,600, 182,500 and
257,000 O.P. Units were exchanged for 296,600, 182,500 and 257,000 shares of the
Company's common stock, respectively, under the terms of the Exchange Rights
Agreement among the Company and all limited partners of the operating
partnerships. These non-cash transactions were valued at approximately $3,019,
$2,238 and $2,826 for the years ended December 31, 2005, 2004 and 2003,
respectively, based on the market closing price on the day of the transactions.
15. COMMITMENTS AND CONTINGENCIES
The Company and the operating partnerships, from time to time, are parties to
litigation arising out of the normal course of business. Management is not aware
of any litigation against the Company and believes the ultimate outcome would
not have a material adverse effect on the cash flows, consolidated financial
position or results of operations of the Company. The Company is currently
involved in the following legal proceedings, and does not believe the ultimate
outcome of any of these proceedings will have a material adverse effect on its
financial condition or operating results.
- 66 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
REPUBLIC PROPERTIES CORPORATION (RPC) V. MISSION WEST PROPERTIES, L.P., IN THE
CIRCUIT COURT OF MARYLAND FOR BALTIMORE CITY CASE NO. 24-C-00-005675. RPC is a
former partner with Mission West Properties, L.P. in the Hellyer Avenue Limited
Partnership. In April 2004, the Circuit Court for Baltimore City, Maryland
issued a Memorandum Opinion in the case. Following a review of the Maryland
Court's decision, our legal counsel advised us to request a review of the
decision by the Maryland Appeals Court. A Maryland Appeals Court or any further
court decision that may not rule in favor of Mission West Properties L.P. in
this matter will not have a material adverse affect on our financial statements.
In July 2004 RPC attached the Company's bank account for approximately $1.1
million. Following a July 2004 hearing in Superior Court of the State of
California for the County of Santa Clara the parties agreed that the Company
will post a $1.5 million bond and RPC will remove the attachment from the
Company's bank account until final resolution of the appeal in Maryland. The
Company posted a $1.5 million bond in August 2004 and classified it as
restricted cash as of December 31, 2004 and 2005. In February 2001 the Company
filed a suit against RPC in Superior Court of the State of California for the
County of Santa Clara Case No. CV 796249 which has been stayed pending
resolution of the Maryland case. In December 2005, the Maryland Supreme Court
heard the appeal filed by RPC. The Maryland Supreme Court has not rendered its
decision. See Item 3, Legal Proceedings.
THE GLOBAL CROSSING ESTATE REPRESENTATIVE, FOR ITSELF AND THE LIQUIDATING
TRUSTEE OF THE GLOBAL CROSSING LIQUIDATING TRUST V. MISSION WEST PROPERTIES,
L.P. IN UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK CASE NO.
02-40188 (REG). The Company is vigorously opposing this claim which asserts that
certain payments made in the ordinary course of business within 90 days of the
Global Crossing bankruptcy filing were alleged preference payments. The amount
of the claim is $815. In addition, the Global debtors and the Creditor's
Committee filed an objection to the unsecured claim filed by Mission West
Properties in the Global cases for $16,711. Discovery continues by both parties
and no trial date has been set.
GUARANTEES
Under its articles of incorporation and bylaws, the Company has agreed to
indemnify its officers and directors for certain events or occurrences arising
as a result of the officer or director's serving in such capacity. The maximum
potential amount of future payments the Company could be required to make under
these indemnification agreements is unlimited. The Company believes the
estimated fair value of these indemnification agreements is minimal and has
recorded no liabilities for these agreements as of December 31, 2005.
The Company also enters into indemnification provisions under its agreements
with other companies in its ordinary course of business, typically with lenders,
joint venture partners, contractors, and tenants. Under these provisions the
Company typically agrees to indemnify and hold harmless the indemnified party
for losses suffered or incurred by the indemnified party as a result of certain
kinds of activities or inactions of the Company. These indemnification
provisions generally survive termination of the underlying agreement. The
maximum potential amount of future payments the Company could be required to
make under these indemnification provisions is unlimited. The Company has not
incurred material costs to defend lawsuits or settle claims related to these
indemnification agreements. As a result, the Company believes the estimated fair
value of these agreements is minimal. Accordingly, the Company has recorded no
liabilities for these agreements as of December 31, 2005.
SEISMIC ACTIVITY
The Company's properties are located in an active seismic area of Silicon
Valley. Insurance policies currently maintained by the Company do not cover
seismic activity, although they do cover losses from fires after an earthquake.
ENVIRONMENTAL ISSUES
The environmental investigations that have been conducted on the Company's
properties have not revealed any environmental liability that it believes would
have a material adverse effect on its financial condition, results of operations
and assets, and we are not aware of any such liability. Nonetheless, it is
possible that there are material environmental liabilities of which the Company
are unaware. The Company cannot assure you that future laws, ordinances, or
regulations will not impose any material environmental liability, or that the
current environmental condition of the properties has not been, or will not be,
affected by tenants and occupants of the properties, by the condition of
properties in the vicinity of the properties, or by third parties unrelated to
the Company.
- 67 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
BERG LAND HOLDINGS OPTION AGREEMENT
In April 2005, the Berg Group disclosed the receipt of an offer from an
unrelated party to purchase a portion of the Piercy & Hellyer land comprised of
approximately 10 acres in San Jose, California that is subject to the Berg Land
Holdings Option Agreement with the Company. The prospective purchaser has
disclosed its intention to develop "for sale" industrial type buildings. In
light of the overcapacity in the Silicon Valley R&D properties market and the
Company's current inventory of available buildings for lease in this submarket,
the Independent Directors Committee, which is responsible for reviewing,
evaluating and authorizing action with respect to any transaction between the
Company and any member of the Berg Group, authorized removal of this
approximately 10-acre parcel of land from the scope of the Berg Land Holdings
Option Agreement, subject to the completion of the sale to the unrelated party.
In making this determination, the Independent Directors Committee considered a
number of factors, including risks and other potentially adverse consequences
that could be associated with acquiring undeveloped land for future development.
In the event this parcel of land is not sold to this prospective purchaser, the
parcel would not be deemed to be removed from the scope of the Berg Land
Holdings Option Agreement and would remain eligible for potential future
acquisition by the Company, under the Berg Land Holdings Option Agreement.
In light of the overcapacity in the Silicon Valley R&D properties market, the
Berg Group currently is seeking local government approval of a proposed rezoning
of the 160-acre Evergreen site to permit residential development on a
substantial portion of the site. The Independent Directors Committee, which is
responsible for reviewing, evaluating and authorizing action with respect to any
transaction between the Company and any member of the Berg Group, authorized
removal of the Evergreen site from the scope of the Berg Land Holdings Option
Agreement, subject to the completion of the rezoning of the 160-acre Evergreen
site, or portion thereof, for residential development. In making this
determination, the Independent Directors Committee considered a number of
factors, including risks and other potentially adverse consequences that could
be associated with large scale residential development activities. Any portion
of the Evergreen site that is not rezoned as residential property is not deemed
to be removed from the scope of the Berg Land Holdings Option Agreement and
would remain eligible for potential future acquisition under the Berg Land
Holdings Option Agreement.
16. REAL ESTATE ASSET HELD FOR SALE AND DISCONTINUED OPERATIONS
Effective January 1, 2002, the Company adopted SFAS 144, which addresses
financial accounting and reporting for the impairment and disposal of long lived
assets. In general, income or loss attributable to the operations and sale of
property and the operations related to property held for sale are classified as
discontinued operations in the consolidated statements of operations. Prior
period consolidated statements of operations presented in this report have been
reclassified to reflect the income or loss related to properties that were held
for sale or sold and presented as discontinued operations for the years ended
December 31, 2005, 2004 and 2003. Additionally, all periods presented in this
report will likely require further reclassification in future periods if
additional properties are held for sale or property sales occur.
As of December 31, 2005, there were no properties under contract to be sold or
otherwise disposed of which would qualify as assets held for sale. As of
December 31, 2005, the Company had contracts to sell certain properties totaling
approximately 274,000 rentable square feet located in Sunnyvale and San Jose,
California, for a total sales price of $51,250, which properties had a net book
value of $28,360 at that date. Notwithstanding the existence of these contracts,
the closings of these sales are contingent upon the buyers obtaining approvals
from local governments to re-zone the properties from office/industrial to
residential use. Thus, the properties do not qualify as assets held for sale in
accordance with SFAS 144.
There was one property under contract to be sold or otherwise disposed of which
did qualify as an asset held for sale as of December 31, 2004. Based on the
expected net proceeds of the sale of that property, the Company recorded an
asset impairment charge of ($2,193) in 2004. The property was sold for $8,500 in
January 2005. The Company decided to sell the property after an unsolicited
offer was made from an unrelated third party.
In 2005, the Company sold three properties for a total sales price of $27,855
(including the one sold in January 2005) resulting in a net gain of $2,206.
Condensed results of operations for these properties for the years ended
December 31, 2005, 2004 and 2003 are as follows:
- 68 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
Years Ended December 31,
-------------------------------------------------------------
2005 2004 2003
------------------ ------------------ -----------------
Revenues: (dollars in thousands)
Rental revenue from real estate $ 14 $ 565 $ 1,464
Tenant reimbursements 1 118 188
Other income - 4 1
------------------ ------------------ -----------------
Total revenues 15 687 1,653
Expenses:
Property operating, maintenance and real estate taxes 273 609 499
Depreciation of real estate 316 529 635
Asset impairment charge - 2,193 -
------------------ ------------------ -----------------
Total expenses 589 3,331 1,134
(Loss)/income from discontinued operations (574) (2,644) 519
Gain from disposal of discontinued operations 2,206 - -
Minority interest in (earnings)/loss from discontinued operations (1,290) 2,099 (377)
------------------ ------------------ -----------------
Income/(loss) from discontinued operations $ 342 ($ 545) $ 142
================== ================== =================
For the years ended December 31, 2005, 2004 and 2003, income from discontinued
operations included results of operations from three properties sold in 2005
(also see Note 6).
17. PROPERTY ACQUISITIONS
For real estate acquired subsequent to June 30, 2001, the effective date of SFAS
141, "Business Combinations," the fair value of the real estate acquired is
allocated to the acquired tangible assets, consisting of land, building and
building/tenant improvements, and identified intangible assets and liabilities,
including the value of the above or below market leases and in-place leases.
See Note 12 for discussion of property acquisitions from the Berg Group.
In 2005, the Company acquired a 203,800 rentable square foot vacant R&D property
located at 5521 Hellyer Avenue in San Jose, California. The purchase price for
the property was approximately $14,026. The Company allocated the purchase price
to land, building, and building improvements based upon the estimated relative
fair values of such assets. Since the property was acquired vacant, there was no
purchase price allocation to lease intangible assets.
In 2003, the Company acquired the San Tomas Technology Park property for
$110,013, which was financed through new third party debt and an existing line
of credit. The purchase price was allocated to long-lived assets, one
above-market in-place lease and the value of in-place leases as follows:
Land $ 41,698
Buildings and improvements 50,031
Above-market in-place lease 11,172
In-place leases 7,112
---------
Total cash purchase price $110,013
=========
The results of operations of the San Tomas Technology Park have been included in
the Company's consolidated statements of operations since the date of
acquisition. The intangible assets are being amortized over the applicable
remaining lease terms. Amortization related to above-market leases for the years
ended December 31, 2005, 2004 and 2003 was $1,888, $1,888 and $1,416,
respectively, and was recorded as a reduction of rental revenue from real
estate. Amortization expense related to in-place leases of $1,444, $1,762 and
$881 was recorded for the years ended December 31, 2005, 2004 and 2003,
respectively. During 2005, approximately $874 became fully amortized and the
asset cost and related accumulated amortization were removed from the accounts.
- 69 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
Details of real estate related intangible assets at December 31, 2005 and 2004
are as follows:
2005 2004
----------------------------
(dollars in thousands)
Amortizable Intangible Assets:
Above-market lease $11,172 $11,172
In-place leases 6,238 7,112
----------------------------
Gross real estate related intangible assets 17,410 18,284
Less accumulated amortization (8,405) (5,947)
----------------------------
Net real estate related intangible assets $ 9,005 $12,337
============================
The estimated aggregate amortization expense for the real estate related
intangible assets for each of the five succeeding fiscal years is as follows:
Estimated
Estimated Above Market Lease
In-place Lease Amortization Estimated
Year Amortization (expense) (revenue off-set) Total Amortization
-----------------------------------------------------------------------------------------
(dollars in thousands)
2006 $1,285 $1,888 $3,173
2007 1,205 1,888 3,093
2008 311 1,888 2,199
2009 196 315 511
2010 29 - 29
-----------------------------------------------------------------------
Total $3,026 $5,979 $9,005
=======================================================================
18. SUPPLEMENTAL FINANCIAL INFORMATION (Unaudited)
Quarterly financial information for the year ended December 31, 2005 (1) is as
follows:
For the Three Months Ended
March 31, June 30, September 30, December 31,
(Unaudited)
-----------------------------------------------------------------------------------
Rental revenue from continuing operations $26,247 $25,104 $24,692 $24,722
Income before gain on sales of assets, equity
in earnings of unconsolidated joint venture
and minority interests $14,324 $15,084 $12,433 $13,353
Income from continuing operations $ 2,444 $ 2,729 $ 2,174 $ 2,337
(Loss)/income from discontinued operations ($ 36) ($ 34) $ 277 $ 136
Net income $ 2,408 $ 2,695 $ 2,451 $ 2,473
Per share data:
Basic net income per share $0.13 $0.15 $0.13 $0.13
Diluted net income per share $0.13 $0.15 $0.13 $0.13
Weighted average shares of common stock (basic) 18,110,524 18,257,982 18,356,278 18,418,855
Weighted average shares of common stock (diluted)18,136,797 18,283,058 18,407,891 18,432,819
Quarterly financial information for the year ended December 31, 2004 (1) is as
follows:
For the Three Months Ended
March 31, June 30, September 30, December 31,
(Unaudited)
-----------------------------------------------------------------------------------
Rental revenue from continuing operations $31,210 $29,821 $29,494 $28,814
Income before gain on sales of assets, equity
in earnings of unconsolidated joint venture
and minority interests $20,065 $22,200 $18,437 $18,407
Income from continuing operations $ 3,486 $ 3,830 $ 3,192 $ 3,348
Income/(loss) from discontinued operations $ 37 ($ 35) ($ 19) ($ 527)
Net income $ 3,523 $ 3,795 $ 3,173 $ 2,821
Per share data:
Basic net income per share $0.20 $0.21 $0.18 $0.16
Diluted net income per share $0.19 $0.21 $0.18 $0.16
Weighted average shares of common stock (basic) 17,969,416 18,016,356 18,071,484 18,081,321
Weighted average shares of common stock (diluted)18,075,262 18,079,139 18,098,174 18,104,454
(1) The summation of the quarterly financial data may not equal the annual
number reported on the consolidated financial statements of operations
due to rounding differences.
- 70 -
MISSION WEST PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Dollars in thousands, except share and per share data)
19. SUBSEQUENT EVENTS
On January 5, 2006, the Company paid dividends of $0.16 per share of common
stock to all common stockholders of record as of December 31, 2005. On the same
date, the operating partnerships paid a distribution of $0.16 per O.P. Unit to
all holders of O.P. Units.
In January 2006, the Company entered into a lease termination agreement with one
tenant that has a lease expiring in 2010 for a termination fee of approximately
$1,164, which will be recorded in 2006 revenue. In the event that the tenant is
or becomes the subject of a bankruptcy petition, whether voluntary or
involuntary, within 90 days after the tenant makes the payment and the
settlement amount that the Company receives is adjudicated to be a preferential
transfer, the Company will be entitled to assert a claim against the tenant for
the full amount of its claim, including any amounts the Company may be compelled
to return to the tenant's estate, and the Company shall be free to pursue the
full amount of the tenant's remaining obligations to the Company.
On March 9, 2006, the Company acquired a fully leased office/R&D property with
approximately 96,000 rentable square feet located at 233 South Hillview Drive in
Milpitas, California from Sipex Corporation. The total acquisition price for
this property was approximately $13,450 and was funded from the proceeds
received from the 800 Embedded Way property sale, which was classified as
restricted cash as of December 31, 2005 (unaudited).
- 71 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULES
Board of Directors and Stockholders
Mission West Properties, Inc.
Cupertino, California
The audits referred to in our report dated February 3, 2006 relating to the
consolidated financial statements of Mission West Properties, Inc., which is
contained in Item 8 of this Form 10-K included the audit of the financial
statement schedules listed in the accompanying index. These financial statement
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statement schedules based upon our
audits.
In our opinion such financial statement schedules present fairly, in all
material respects, the information set forth therein.
\S\ BDO Seidman, LLP
San Francisco, California
February 3, 2006
- 72 -
INTENTIONALLY BLANK
- 73 -
MISSION WEST PROPERTIES, INC.
Schedule III
Real Estate and Accumulated Depreciation & Amortization
December 31, 2005
(dollars in thousands)
Initial Cost Total Cost
---------------------- Cost -----------------------
December 31, Buildings Subsequent to Buildings
2005 and Construction/ and
Property Name City Encumbrances Land Improvements Acquisition Land Improvements Total
-------------------------------------------- ------------ --------- ------------ ------------- ---------- ------------ ------------
5300-5350 Hellyer Avenue San Jose C $10,051 $ 5,742 $ 11,442 $ 5,742 $ 11,442 $ 17,184
10401-10411 Bubb Road Cupertino A 633 3,078 633 3,078 3,711
45365 Northport Loop Fremont 2,447 5,711 $ 11 2,447 5,722 8,169
45700 Northport Loop Fremont F 1,184 5,760 7 1,184 5,767 6,951
45738 Northport Loop Fremont F 891 4,338 5 891 4,343 5,234
4050 Starboard Drive Fremont F 1,329 6,467 8 1,329 6,475 7,804
3501 W. Warren Ave/Fremont Fremont 1,866 9,082 1,213 1,866 10,295 12,161
48800 Milmont Blvd Fremont 1,013 4,932 1,013 4,932 5,945
4750 Patrick Henry Drive Santa Clara 1,604 7,805 153 1,604 7,958 9,562
3520 Bassett Street Santa Clara D 1,104 5,371 1,104 5,371 6,475
3530 Bassett Street Santa Clara B,D 849 4,133 849 4,133 4,982
5850-5870 Hellyer Avenue San Jose 2,787 6,502 112 2,787 6,614 9,401
5750 Hellyer Avenue San Jose 3,266 3,354 3,266 3,354 6,620
800 Embedded Way San Jose 1,794 - 1,794 - 1,794
5500 Hellyer Avenue San Jose 4,735 12,484 39 4,735 12,523 17,258
5550 Hellyer Avenue San Jose 3,261 3,478 3,261 3,478 6,739
5400 Hellyer Avenue San Jose 3,238 5,007 215 3,238 5,222 8,460
5325 Hellyer Avenue San Jose H 4,684 10,230 40 4,684 10,270 14,954
5345 Hellyer Avenue San Jose H 4,866 5,822 4,866 5,822 10,688
5905-5965 Silver Crk Valley RdSan Jose 8,437 17,316 8,437 17,316 25,753
5905-5965 Silver Crk Valley RdSan Jose 3,438 2,727 3,438 2,727 6,165
855 Embedded Way San Jose K 3,289 6,521 68 3,289 6,589 9,878
1065-1105 La Avenida St Mtn View 46,832 109,275 65 46,832 109,340 156,172
1750 Automation Parkway San Jose G 4,789 11,174 315 4,789 11,489 16,278
1756 Automation Parkway San Jose G 4,378 10,216 15 4,378 10,231 14,609
1762 Automation Parkway San Jose G 4,804 12,224 20 4,804 12,244 17,048
1768 Automation Parkway San Jose H 8,195 19,121 14 8,195 19,135 27,330
255 Caspian Drive Sunnyvale 3,491 7,160 1,672 3,491 8,832 12,323
245 Caspian Drive Sunnyvale 5,894 - 5,894 - 5,894
5970 Optical Court San Jose 2,758 8,395 2,758 8,395 11,153
5900 Optical Court San Jose H 3,634 12,677 83 3,634 12,760 16,394
2630 Orchard Parkway San Jose 2,931 5,863 22 2,931 5,885 8,816
2610 Orchard Parkway San Jose J 2,615 5,231 2,615 5,231 7,846
55 West Trimble Road San Jose J 4,435 8,869 4,435 8,869 13,304
2001 Walsh Avenue Santa Clara E,I 4,610 5,245 4,610 5,245 9,855
2880 Scott Boulevard Santa Clara E,H,I 14,501 25,501 14,501 25,501 40,002
2890 Scott Boulevard Santa Clara E,H,I 3,081 10,844 3,081 10,844 13,925
2770-2800 Scott Boulevard Santa Clara E,H 7,138 7,075 2 7,138 7,077 14,215
2300 Central Expressway Santa Clara E,I 2,390 14,418 2,390 14,418 16,808
2220 Central Expressway Santa Clara E,I 3,304 3,427 162 3,304 3,589 6,893
2330 Central Expressway Santa Clara E 3,673 3,932 3,673 3,932 7,605
2251 Lawson Lane Santa Clara G 1,952 9,498 1,952 9,498 11,450
1230 East Arques Sunnyvale F 540 2,628 39 540 2,667 3,207
1250 East Arques Sunnyvale F 1,335 6,499 1,335 6,499 7,834
20400 Mariani Avenue Cupertino H 1,670 8,125 1,670 8,125 9,795
10500 De Anza Blvd Cupertino F 7,666 37,304 7,666 37,304 44,970
20605-20705 Valley Green Cupertino G 3,490 16,984 3,490 16,984 20,474
10300 Bubb Road Cupertino F 635 3,090 635 3,090 3,725
10440 Bubb Road Cupertino 434 2,112 61 434 2,173 2,607
10460 Bubb Road Cupertino H 994 4,838 1,325 994 6,163 7,157
1135 Kern Avenue Sunnyvale F 407 1,982 407 1,982 2,389
450 National Avenue Mtn View F 611 2,973 50 611 3,023 3,634
3301 Olcott Street Santa Clara 1,846 8,984 1,846 8,984 10,830
2800 Bayview Avenue Fremont 1,070 5,205 60 1,070 5,265 6,335
5521 Hellyer Avenue San Jose 4,534 9,650 4,534 9,650 14,184
6850 Santa Teresa Blvd San Jose 377 1,836 819 377 2,655 3,032
6810 Santa Teresa Blvd San Jose 2,567 5,991 234 2,567 6,225 8,792
140-160 Great Oaks Blvd San Jose 1,402 6,822 755 1,402 7,577 8,979
6541 Via del Oro/6385 San Ig San Jose G 1,039 5,057 91 1,039 5,148 6,187
MISSION WEST PROPERTIES, INC.
Schedule III
Real Estate and Accumulated Depreciation & Amortization
December 31, 2005
(dollars in thousands)
Accumulated
Depreciation Date of Depreciable
Property Name City & Amortization Acquisition Life
-------------------------------------------- ---------------- --------------- -------------
5300-5350 Hellyer Avenue San Jose C $ 1,610 5/00 L
10401-10411 Bubb Road Cupertino A 579 7/98 L
45365 Northport Loop Fremont 758 10/00 L
45700 Northport Loop Fremont F 1,082 7/98 L
45738 Northport Loop Fremont F 817 7/98 L
4050 Starboard Drive Fremont F 1,216 7/98 L
3501 W. Warren Ave/Fremont Fremont 1,954 7/98 L
48800 Milmont Blvd Fremont 926 7/98 L
4750 Patrick Henry Drive Santa Clara 1,595 7/98 L
3520 Bassett Street Santa Clara D 1,008 7/98 L
3530 Bassett Street Santa Clara B,D 776 7/98 L
5850-5870 Hellyer Avenue San Jose 1,168 11/98 L
5750 Hellyer Avenue San Jose 370 8/01 L
800 Embedded Way San Jose - 3/00 L
5500 Hellyer Avenue San Jose 1,531 2/01 L
5550 Hellyer Avenue San Jose 418 6/01 L
5400 Hellyer Avenue San Jose 808 7/00 L
5325 Hellyer Avenue San Jose H 1,317 1/01 L
5345 Hellyer Avenue San Jose H 705 1/02 L
5905-5965 Silver Crk Valley RdSan Jose 1,948 7/01 L
5905-5965 Silver Crk Valley RdSan Jose 290 10/01 L
855 Embedded Way San Jose K 804 5/01 L
1065-1105 La Avenida Street Mtn View 18,449 4/99 L
1750 Automation Parkway San Jose G 1,867 7/99 L
1756 Automation Parkway San Jose G 1,544 1/00 L
1762 Automation Parkway San Jose G 1,771 4/00 L
1768 Automation Parkway San Jose H 2,440 12/00 L
255 Caspian Drive Sunnyvale 1,334 4/00 L
245 Caspian Drive Sunnyvale - 4/01 L
5970 Optical Court San Jose 420 12/03 L
5900 Optical Court San Jose H 1,146 7/02 L
2630 Orchard Parkway San Jose 565 3/02 L
2610 Orchard Parkway San Jose J 502 3/02 L
55 West Trimble Road San Jose J 851 3/02 L
2001 Walsh Avenue Santa Clara E,I 1,071 4/03 L
2880 Scott Boulevard Santa Clara E,H,I 3,197 4/03 L
2890 Scott Boulevard Santa Clara E,H,I 1,101 4/03 L
2770-2800 Scott Boulevard Santa Clara E,H 487 4/03 L
2300 Central Expressway Santa Clara E,I 5,712 4/03 L
2220 Central Expressway Santa Clara E,I 286 4/03 L
2330 Central Expressway Santa Clara E 270 4/03 L
2251 Lawson Lane Santa Clara G 1,782 7/98 L
1230 East Arques Sunnyvale F 524 7/98 L
1250 East Arques Sunnyvale F 1,219 7/98 L
20400 Mariani Avenue Cupertino H 1,526 7/98 L
10500 De Anza Blvd Cupertino F 6,998 7/98 L
20605-20705 Valley Green Cupertino G 3,188 7/98 L
10300 Bubb Road Cupertino F 581 7/98 L
10440 Bubb Road Cupertino 415 7/98 L
10460 Bubb Road Cupertino H 1,119 7/98 L
1135 Kern Avenue Sunnyvale F 375 7/98 L
450 National Avenue Mtn View F 562 7/98 L
3301 Olcott Street Santa Clara 1,687 7/98 L
2800 Bayview Avenue Fremont 997 7/98 L
5521 Hellyer Avenue San Jose 110 2/05 L
6850 Santa Teresa Blvd San Jose 648 7/98 L
6810 Santa Teresa Blvd San Jose 1,042 3/99 L
140-160 Great Oaks Blvd San Jose 1,497 7/98 L
6541 Via del Oro/6385 San Ig San Jose G 949 7/98 L
- 74 -
Initial Cost Total Cost
---------------------- Cost -----------------------
December 31, Buildings Subsequent to Buildings
2005 and Construction/ and
Property Name City Encumbrances Land Improvements Acquisition Land Improvements Total
-------------------------------------------- ------------ --------- ------------ ------------- ---------- ------------ ------------
6311-6351 San Ignacio Avenue San Jose F 6,246 30,396 170 6,246 30,566 36,812
6320-6360 San Ignacio Avenue San Jose G 2,616 12,732 439 2,616 13,171 15,787
75 E. Trimble Rd/2610 N.1st StSan Jose 3,477 16,919 85 3,477 17,004 20,481
2033-2243 Samaritan Drive San Jose 5,046 24,556 154 5,046 24,710 29,756
1170 Morse Avenue Sunnyvale F 658 3,201 658 3,201 3,859
3236 Scott Blvd Santa Clara F 1,234 6,005 1,234 6,005 7,239
1212 Bordeaux Lane Sunnyvale F 2,250 10,948 2,250 10,948 13,198
1325-1810 McCandless Drive Milpitas G 13,994 66,213 1,420 13,994 67,633 81,627
1600 Memorex Drive Santa Clara F 1,221 5,940 11 1,221 5,951 7,172
1688 Richard Avenue Santa Clara F 1,248 2,913 6 1,248 2,919 4,167
1700 Richard Avenue Santa Clara F 1,727 4,030 1,727 4,030 5,757
3506-3510 Bassett Street Santa Clara D 943 4,591 116 943 4,707 5,650
3540-3544 Bassett Street Santa Clara F,D 1,565 7,615 189 1,565 7,804 9,369
3550 Bassett Street Santa Clara F,D 1,079 5,251 33 1,079 5,284 6,363
3560 Bassett Street Santa Clara F,D 1,075 5,233 8 1,075 5,241 6,316
3570-3580 Bassett Street Santa Clara F,D 1,075 5,233 1,075 5,233 6,308
Prudential Ins. Co. of America Loan F 117,290
Northwestern Mutual Life Ins. Co. G 91,417
Allianz Life Insurance Company H 148,774
------------ --------- ---------- ------------- ---------- ------------ ------------
$367,532 $273,933 $773,561 $10,306 $273,933 $783,867 $1,057,800
============ ========= ========== ============= ========== ============ ============
Accumulated
Depreciation Date of Depreciable
Property Name City & Amortization Acquisition Life
-------------------------------------------- ---------------- --------------- -------------
6311-6351 San Ignacio Avenue San Jose F 5,809 7/98 L
6320-6360 San Ignacio Avenue San Jose G 2,497 7/98 L
75 E. Trimble Rd/2610 N.1st StSan Jose 3,240 7/98 L
2033-2243 Samaritan Drive San Jose 4,652 7/98 L
1170 Morse Avenue Sunnyvale F 602 7/98 L
3236 Scott Blvd Santa Clara F 1,128 7/98 L
1212 Bordeaux Lane Sunnyvale F 2,056 7/98 L
1325-1810 McCandless Drive Milpitas G 12,854 7/98 L
1600 Memorex Drive Santa Clara F 1,096 7/98 L
1688 Richard Avenue Santa Clara F 550 9/98 L
1700 Richard Avenue Santa Clara F 650 8/99 L
3506-3510 Bassett Street Santa Clara D 915 7/98 L
3540-3544 Bassett Street Santa Clara F,D 1,473 7/98 L
3550 Bassett Street Santa Clara F,D 1,012 7/98 L
3560 Bassett Street Santa Clara F,D 989 7/98 L
3570-3580 Bassett Street Santa Clara F,D 984 7/98 L
Prudential Ins. Co. of America Loan F
Northwestern Mutual Life Ins. Co. G
Allianz Life Insurance Company H
----------------
$130,419
================
(A) 16.67% of this property's ownership is held by unaffiliated parties outside
the operating partnerships of the Company.
(B) 25% of this property's ownership is held by unaffiliated parties outside
the operating partnerships of the Company.
(C) 50% of this property's ownership is held by an affiliated party since
September 2000.
(D) Part of the property group referred to as the Triangle Technology Park.
(E) Part of the property group referred to as the San Tomas Technology Park.
(F) Encumbered by the $117,290 Prudential Insurance Company of America loan -
full amount of loan shown at the bottom of the schedule.
(G) Encumbered by the $91,417 Northwestern Mutual Life Insurance Company loan -
full amount of loan shown at the bottom of the schedule.
(H) Encumbered by the $148,774 Allianz Life Insurance Company loan - full
amount of loan shown at the bottom of the schedule.
(I) Purchase price allocated to real estate related intangible assets pursuant
to SFAS 141 amounted to $18,284. Approximately $874 was fully amortized in
2005 and the asset cost and its related accumulated amortization was
removed from the accounts.
(J) Purchase price allocated to real estate related intangible assets pursuant
to SFAS 141 amounted to $1,367. The amount was fully amortized in 2004 and
the asset cost and its related accumulated amortization was removed from
the accounts.
(K) This property was sold in October 2005. The Company retained 32.5%, or
approximately 7.9 acres, of raw land.
(L) Depreciation is computed based on the following estimated lives:
1. Building shell and base building tenant improvements of newly acquired
properties are being depreciated on a weighted average composite
useful life of 40 years.
2. Real estate intangible assets allocated pursuant to SFAS 141 are being
amortized over the remaining life of the underlying leases.
3. Tenant improvements, furniture and fixtures are being depreciated over
their estimated useful lives ranging from 5 to 10 years.
- 75 -
MISSION WEST PROPERTIES, INC.
Schedule III
Real Estate and Accumulated Depreciation & Amortization
December 31, 2004
(dollars in thousands)
Initial Cost Total Cost
---------------------- Cost -----------------------
December 31, Buildings Subsequent to Buildings
2004 and Construction/ and
Property Name City Encumbrances Land Improvements Acquisition Land Improvements Total
-------------------------------------------- ------------ --------- ------------ ------------- ---------- ------------ ------------
5300-5350 Hellyer Avenue San Jose E $10,420 $ 5,742 $ 11,442 $ 5,742 $ 11,442 $ 17,184
10401-10411 Bubb Road Cupertino A 633 3,078 633 3,078 3,711
45365 Northport Loop Fremont 2,447 5,711 $ 11 2,447 5,722 8,169
45700 Northport Loop Fremont B 1,184 5,760 7 1,184 5,767 6,951
45738 Northport Loop Fremont B 891 4,338 5 891 4,343 5,234
4050 Starboard Drive Fremont B 1,329 6,467 8 1,329 6,475 7,804
3501 W. Warren Ave/Fremont Fremont 1,866 9,082 1,053 1,866 10,135 12,001
48800 Milmont Blvd Fremont 1,013 4,932 1,013 4,932 5,945
4750 Patrick Henry Drive Santa Clara 1,604 7,805 153 1,604 7,958 9,562
3520 Bassett Street Santa Clara C 1,104 5,371 1,104 5,371 6,475
3530 Bassett Street Santa Clara C,D 849 4,133 849 4,133 4,982
5850-5870 Hellyer Avenue San Jose 2,787 6,502 2,787 6,502 9,289
5750 Hellyer Avenue San Jose 3,266 3,354 3,266 3,354 6,620
800 Embedded Way San Jose 5,508 12,134 16 5,508 12,150 17,658
5500 Hellyer Avenue San Jose 4,735 12,484 39 4,735 12,523 17,258
5550 Hellyer Avenue San Jose 3,261 3,478 3,261 3,478 6,739
5400 Hellyer Avenue San Jose 3,238 5,007 215 3,238 5,222 8,460
5325 Hellyer Avenue San Jose 4,684 10,231 40 4,684 10,271 14,955
5345 Hellyer Avenue San Jose 4,866 5,822 4,866 5,822 10,688
5905-5965 Silver Crk Valley RdSan Jose 8,437 17,317 8,437 17,317 25,754
5905-5965 Silver Crk Valley RdSan Jose 3,438 2,727 3,438 2,727 6,165
855 Embedded Way San Jose 3,289 6,521 68 3,289 6,589 9,878
1065-1105 La Avenida Street Mtn View 46,832 109,275 65 46,832 109,340 156,172
1750 Automation Parkway San Jose H 4,789 11,174 315 4,789 11,489 16,278
1756 Automation Parkway San Jose H 4,378 10,216 15 4,378 10,231 14,609
1762 Automation Parkway San Jose H 4,804 12,224 20 4,804 12,244 17,048
1768 Automation Parkway San Jose 8,195 19,121 14 8,195 19,135 27,330
255 Caspian Drive Sunnyvale 3,491 7,160 1,559 3,491 8,719 12,210
245 Caspian Drive Sunnyvale 5,894 - 5,894 - 5,894
5970 Optical Court San Jose 2,758 8,395 2,758 8,395 11,153
5900 Optical Court San Jose 3,634 12,677 83 3,634 12,760 16,394
2630 Orchard Parkway San Jose 2,931 5,863 22 2,931 5,885 8,816
2610 Orchard Parkway San Jose K 2,615 5,231 2,615 5,231 7,846
55 West Trimble Road San Jose K 4,435 8,869 4,435 8,869 13,304
2001 Walsh Avenue Santa Clara G,I,J 4,610 5,245 4,610 5,245 9,855
2880 Scott Boulevard Santa Clara G,I,J 14,501 25,501 14,501 25,501 40,002
2890 Scott Boulevard Santa Clara G,I,J 3,081 10,844 3,081 10,844 13,925
2770-2800 Scott Boulevard Santa Clara G,I 7,138 7,075 2 7,138 7,077 14,215
2300 Central Expressway Santa Clara G,I,J 2,390 14,418 2,390 14,418 16,808
2220 Central Expressway Santa Clara G,I,J 3,304 4,301 162 3,304 4,463 7,767
2330 Central Expressway Santa Clara G,I 3,673 3,932 3,673 3,932 7,605
2251 Lawson Lane Santa Clara H 1,952 9,498 1,952 9,498 11,450
1230 East Arques Sunnyvale B 540 2,628 39 540 2,667 3,207
1250 East Arques Sunnyvale B 1,335 6,499 1,335 6,499 7,834
3120 Scott Blvd Santa Clara M 2,044 7,755 2,044 7,755 9,799(N)
20400 Mariani Avenue Cupertino I 1,670 8,125 1,670 8,125 9,795
10500 De Anza Blvd Cupertino B 7,666 37,304 7,666 37,304 44,970
20605-20705 Valley Green Cupertino H 3,490 16,984 3,490 16,984 20,474
10300 Bubb Road Cupertino B 635 3,090 635 3,090 3,725
10440 Bubb Road Cupertino 434 2,112 61 434 2,173 2,607
10460 Bubb Road Cupertino 154 994 4,838 1,161 994 5,999 6,993
1135 Kern Avenue Sunnyvale B 407 1,982 407 1,982 2,389
405 Tasman Drive Sunnyvale 550 2,676 90 550 2,766 3,316
450 National Avenue Mtn View B 611 2,973 611 2,973 3,584
3301 Olcott Street Santa Clara 1,846 8,984 1,846 8,984 10,830
2800 Bayview Avenue Fremont 1,070 5,205 60 1,070 5,265 6,335
6850 Santa Teresa Blvd San Jose 377 1,836 820 377 2,656 3,033
6810 Santa Teresa Blvd San Jose 2,567 5,991 12 2,567 6,003 8,570
MISSION WEST PROPERTIES, INC.
Schedule III
Real Estate and Accumulated Depreciation & Amortization
December 31, 2004
(dollars in thousands)
Accumulated
Depreciation Date of Depreciable
Property Name City & Amortization Acquisition Life
-------------------------------------------- ---------------- --------------- -------------
5300-5350 Hellyer Avenue San Jose E $ 1,323 5/00 L
10401-10411 Bubb Road Cupertino A 502 7/98 L
45365 Northport Loop Fremont 613 10/00 L
45700 Northport Loop Fremont B 938 7/98 L
45738 Northport Loop Fremont B 708 7/98 L
4050 Starboard Drive Fremont B 1,054 7/98 L
3501 W. Warren Ave/Fremont Fremont 1,490 7/98 L
48800 Milmont Blvd Fremont 803 7/98 L
4750 Patrick Henry Drive Santa Clara 1,375 7/98 L
3520 Bassett Street Santa Clara C 873 7/98 L
3530 Bassett Street Santa Clara C,D 673 7/98 L
5850-5870 Hellyer Avenue San Jose 1,005 11/98 L
5750 Hellyer Avenue San Jose 286 8/01 L
800 Embedded Way San Jose 1,488 3/00 L
5500 Hellyer Avenue San Jose 1,223 2/01 L
5550 Hellyer Avenue San Jose 321 6/01 L
5400 Hellyer Avenue San Jose 652 7/00 L
5325 Hellyer Avenue San Jose 1,053 1/01 L
5345 Hellyer Avenue San Jose 562 1/02 L
5905-5965 Silver Crk Valley RdSan Jose 1,515 7/01 L
5905-5965 Silver Crk Valley RdSan Jose 222 10/01 L
855 Embedded Way San Jose 632 5/01 L
1065-1105 La Avenida Street Mtn View 15,715 4/99 L
1750 Automation Parkway San Jose H 1,580 7/99 L
1756 Automation Parkway San Jose H 1,286 1/00 L
1762 Automation Parkway San Jose H 1,462 4/00 L
1768 Automation Parkway San Jose 1,960 12/00 L
255 Caspian Drive Sunnyvale 1,035 4/00 L
245 Caspian Drive Sunnyvale - 4/01 L
5970 Optical Court San Jose 210 12/03 L
5900 Optical Court San Jose 818 7/02 L
2630 Orchard Parkway San Jose 416 3/02 L
2610 Orchard Parkway San Jose K 371 3/02 L
55 West Trimble Road San Jose K 629 3/02 L
2001 Walsh Avenue Santa Clara G,I,J 654 4/03 L
2880 Scott Boulevard Santa Clara G,I,J 1,979 4/03 L
2890 Scott Boulevard Santa Clara G,I,J 687 4/03 L
2770-2800 Scott Boulevard Santa Clara G,I 310 4/03 L
2300 Central Expressway Santa Clara G,I,J 3,623 4/03 L
2220 Central Expressway Santa Clara G,I,J 892 4/03 L
2330 Central Expressway Santa Clara G,I 172 4/03 L
2251 Lawson Lane Santa Clara H 1,545 7/98 L
1230 East Arques Sunnyvale B 453 7/98 L
1250 East Arques Sunnyvale B 1,057 7/98 L
3120 Scott Blvd Santa Clara M 1,578 (N) 7/98 L
20400 Mariani Avenue Cupertino I 1,323 7/98 L
10500 De Anza Blvd Cupertino B 6,066 7/98 L
20605-20705 Valley Green Cupertino H 2,764 7/98 L
10300 Bubb Road Cupertino B 503 7/98 L
10440 Bubb Road Cupertino 353 7/98 L
10460 Bubb Road Cupertino 944 7/98 L
1135 Kern Avenue Sunnyvale B 325 7/98 L
405 Tasman Drive Sunnyvale 452 7/98 L
450 National Avenue Mtn View B 484 7/98 L
3301 Olcott Street Santa Clara 1,463 7/98 L
2800 Bayview Avenue Fremont 858 7/98 L
6850 Santa Teresa Blvd San Jose 544 7/98 L
6810 Santa Teresa Blvd San Jose 876 3/99 L
- 76 -
Initial Cost Total Cost
---------------------- Cost -----------------------
December 31, Buildings Subsequent to Buildings
2004 and Construction/ and
Property Name City Encumbrances Land Improvements Acquisition Land Improvements Total
-------------------------------------------- ------------ --------- ------------ ------------- ---------- ------------ ------------
140-160 Great Oaks Blvd San Jose 1,402 6,822 755 1,402 7,577 8,979
6541 Via del Oro/6385 San Ig San Jose H 1,039 5,057 1,039 5,057 6,096
6311-6351 San Ignacio Ave San Jose B 6,246 30,396 170 6,246 30,566 36,812
6320-6360 San Ignacio Ave San Jose H 2,616 12,732 439 2,616 13,171 15,787
75 E. Trimble Rd/2610 N.1st StSan Jose 3,477 16,919 85 3,477 17,004 20,481
2033-2243 Samaritan Drive San Jose F 9,560 5,046 24,556 154 5,046 24,710 29,756
1170 Morse Avenue Sunnyvale B 658 3,201 658 3,201 3,859
3236 Scott Blvd Santa Clara B 1,234 6,005 1,234 6,005 7,239
1212 Bordeaux Lane Sunnyvale B 2,250 10,948 2,250 10,948 13,198
1325-1810 McCandless Drive Milpitas F,H 13,994 66,213 1,363 13,994 67,576 81,570
1600 Memorex Drive Santa Clara B 1,221 5,940 11 1,221 5,951 7,172
1688 Richard Avenue Santa Clara B 1,248 2,913 6 1,248 2,919 4,167
1700 Richard Avenue Santa Clara B 1,727 4,030 1,727 4,030 5,757
3506-3510 Bassett Street Santa Clara C 943 4,591 116 943 4,707 5,650
3540-3544 Bassett Street Santa Clara B,C 1,565 7,615 189 1,565 7,804 9,369
3550 Bassett Street Santa Clara B,C 1,079 5,251 33 1,079 5,284 6,363
3560 Bassett Street Santa Clara B,C 1,075 5,233 8 1,075 5,241 6,316
3570-3580 Bassett Street Santa Clara B,C 1,075 5,233 1,075 5,233 6,308
Prudential Ins. Co. of America Loan B 119,441
Northwestern Mutual Life Ins. Co. H 94,517
Citicorp USA, Inc. I 78,710
------------ --------- ------------ ------------- ---------- ------------ ------------
$312,802 $275,707 $787,352 $9,444 $275,707 $796,796 $1,072,503(N)
============ ========= ============ ============= ========== ============ ============
Accumulated
Depreciation Date of Depreciable
Property Name City & Amortization Acquisition Life
-------------------------------------------- ---------------- --------------- -------------
140-160 Great Oaks Blvd San Jose 1,255 7/98 L
6541 Via del Oro/6385 San Ig San Jose H 823 7/98 L
6311-6351 San Ignacio Ave San Jose B 5,025 7/98 L
6320-6360 San Ignacio Ave San Jose H 2,149 7/98 L
75 E. Trimble Rd/2610 N.1st StSan Jose 2,804 7/98 L
2033-2243 Samaritan Drive San Jose F 3,923 7/98 L
1170 Morse Avenue Sunnyvale B 522 7/98 L
3236 Scott Blvd Santa Clara B 978 7/98 L
1212 Bordeaux Lane Sunnyvale B 1,782 7/98 L
1325-1810 McCandless Drive Milpitas F,H 11,059 7/98 L
1600 Memorex Drive Santa Clara B 946 7/98 L
1688 Richard Avenue Santa Clara B 476 9/98 L
1700 Richard Avenue Santa Clara B 549 8/99 L
3506-3510 Bassett Street Santa Clara C 790 7/98 L
3540-3544 Bassett Street Santa Clara B,C 1,275 7/98 L
3550 Bassett Street Santa Clara B,C 876 7/98 L
3560 Bassett Street Santa Clara B,C 857 7/98 L
3570-3580 Bassett Street Santa Clara B,C 853 7/98 L
Prudential Ins. Co. of America Loan B
Northwestern Mutual Life Ins. Co. H
Citicorp USA, Inc. I
----------------
$111,640(N)
================
(A) 16.67% of this property's ownership is held by unaffiliated parties outside
the operating partnerships of the Company.
(B) Encumbered by the $119,441 Prudential Insurance Company of America loan -
full amount of loan shown at the bottom of the schedule.
(C) Part of the property group referred to as the Triangle Technology Park.
(D) 25% of this property's ownership is held by unaffiliated parties outside
the operating partnerships of the Company.
(E) 50% of this property's ownership is held by an affiliated party since
September 2000.
(F) Three properties at Samaritan Drive and two properties at McCandless Drive
are encumbered by the $9,560 debt due the Berg Group under the line of
credit.
(G) Part of the property group referred to as the San Tomas Technology Park.
(H) Encumbered by the $94,517 Northwestern Mutual Life Insurance Company loan -
full amount of loan shown at the bottom of the schedule.
(I) Encumbered by the $78,710 Citicorp USA, Inc. loan - full amount of loan
shown at the bottom of the schedule.
(J) Purchase price allocated to real estate related intangible assets pursuant
to SFAS 141 amounted to $18,284.
(K) Purchase price allocated to real estate related intangible assets pursuant
to SFAS 141 amounted to $1,367. The amount was fully amortized in 2004 and
the asset cost and its related accumulated amortization was removed from
the accounts.
(L) Depreciation is computed based on the following estimated lives:
1. Building shell and base building tenant improvements of newly acquired
properties are being depreciated on a weighted average composite
useful life of 40 years.
2. Real estate intangible assets allocated pursuant to SFAS 141 are being
amortized over the remaining life of the underlying leases.
3. Tenant improvements, furniture and fixtures are being depreciated over
their estimated useful lives ranging from 5 to 10 years.
(M) This property was designated as asset held for sale at December 31, 2004.
Upon the classification of real estate asset as held for sale, the carrying
value of the asset is reduced to the lower of its net book value or its
fair value, less selling costs. Accordingly, the carrying value of 3120
Scott Blvd. reflects a write-down of $2,193. In January 2005, this property
was sold for a total sale price of $8,500.
(N) Investments in properties of $1,072,053 include one property held for sale
of $9,799. Accumulated depreciation and amortization of $111,640 includes
accumulated depreciation from one property held for sale of $1,578. The net
book value of the property held for sale of $8,221 is reflected on the
consolidated balance sheets as of December 31, 2004. See Note to Schedule
III below.
- 77 -
MISSION WEST PROPERTIES, INC.
NOTE TO SCHEDULE III
December 31, 2005 and 2004
(dollars in thousands)
1. Reconciliation of real estate and accumulated depreciation and
amortization:
2005 2004
------------------------ ------------------------
Real estate investments:
Balance at beginning of year $1,072,503 $1,074,994
Additions 15,151 1,421
Dispositions (28,980) -
Reclassification (874) (1,719)
Impairment charge - (2,193)
------------------------ ------------------------
Balance at end of year $1,057,800 $1,072,503
------------------------ ------------------------
Accumulated depreciation and amortization:
Balance at beginning of year $111,640 $ 89,243
Additions 23,487 23,764
Dispositions (3,834) -
Reclassification (874) (1,367)
------------------------ ------------------------
Balance at end of year $130,419 $111,640
------------------------ ------------------------
Net investments in properties $927,381 $960,863
======================== ========================
Net investments in properties $927,381 $952,642
Asset held for sale - 8,221
------------------------ ------------------------
Net investments in properties $927,381 $960,863
======================== ========================
- 78 -
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company previously disclosed the change in its independent accountants
on Form 8-K, filed February 2, 2004, Form 8-K/A, filed February 18, 2004,
and Form 8-K, filed May 12, 2004.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
As required by SEC Rule 13a-15(b) we conducted an evaluation, under the
supervision and with the participation of our management, including our
Chief Executive Officer, President and Vice President of Finance, of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the
Securities Exchange Act of 1934). Based upon that evaluation, the Chief
Executive Officer, President and Vice President of Finance concluded that
as of December 31, 2005 our disclosure controls and procedures were
effective such that the information required to be disclosed in our reports
filed with the Securities and Exchange Commission is recorded, processed,
summarized and reported within the time periods specified in the SEC's
rules and forms such information is accumulated and communicated to our
management, including our Chief Executive Officer, President and Vice
President of Finance, as appropriate, to allow for timely decisions
regarding required disclosure.
(b) Management's Annual Report on Internal Control over Financial
Reporting
Management of Mission West Properties, Inc. is responsible for establishing
and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act
of 1934. Mission West Properties, Inc.'s internal control over financial
reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles
generally accepted in the United States of America. Internal control over
financial reporting includes those written policies and procedures that:
- pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of Mission West Properties, Inc.;
- provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America;
- provide reasonable assurance that receipts and expenditures of Mission
West Properties, Inc. are being made only in accordance with
authorization of management and directors of Mission West Properties,
Inc.; and
- provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of assets that could
have a material effect on the consolidated financial statements.
Internal control over financial reporting includes the controls themselves,
monitoring and internal auditing practices and actions taken to correct
deficiencies as identified.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect the possibility of human error,
misstatements and the circumvention or overriding of controls. Also,
projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Management assessed the effectiveness of Mission West Properties, Inc.'s
internal control over financial reporting as of December 31, 2005.
Management based this assessment on the criteria for effective internal
control over financial reporting established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Management's assessment included an
evaluation of the design of Mission West Properties, Inc.'s internal
control over financial reporting and testing of the operational
effectiveness of its internal control over financial reporting. Management
reviewed the results of its assessment with the Audit Committee of the
Board of Directors.
Based on this assessment, management determined that as of December 31,
2005, Mission West Properties, Inc. maintained effective internal control
over financial reporting.
BDO Seidman, LLP, independent registered public accounting firm, who
audited and reported on the consolidated financial statements of Mission
West Properties, Inc. included in this Annual Report on Form 10-K, has
issued an attestation report on management's assessment of internal control
over financial reporting.
- 79 -
(c) Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during
the fourth fiscal quarter of 2005 that has materially affected, or is
reasonably likely to material affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
None.
- 80 -
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is incorporated by reference from the
sections titled "Management - Directors and Executive Officers," "Code of
Ethics" and "Section 16(a) Beneficial Ownership Reporting Compliance" in
the Company's definitive proxy statement for its 2006 annual stockholders'
meeting.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from the
section titled "Executive Compensation" in the Company's definitive proxy
statement for its 2006 annual stockholders' meeting, excluding, however,
the sections titled "Executive Compensation - Performance Graph" and
"Executive Compensation - Report on Executive Compensation by the
Compensation Committee of the Board of Directors," none of which are
incorporated by reference in response to this item.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by Item 12 is incorporated by reference from the
sections titled "Share Ownership" and "Securities Authorized for Issuance
Under Equity Compensation Plans" in the Company's definitive proxy
statement for its 2006 annual stockholders' meeting.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference from the
sections titled "Certain Relationships and Related Transactions" in the
Company's definitive proxy statement for its 2006 annual stockholders'
meeting.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is incorporated by reference from the
sections titled "Principal Accountant Fees and Services" in the Company's
definitive proxy statement for its 2006 annual stockholders' meeting.
- 81 -
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
1. The consolidated financial statements are set forth in Item 8 of this
Annual Report on Form 10-K.
The following financial statement schedules should be read in
conjunction with the financial statements included in Item 8 of this
Annual Report on Form 10-K.
2. Schedule III - Real Estate and Accumulated Depreciation and
Amortization as of December 31, 2005 and 2004, which can be found on
page 74.
3. The following exhibits listed on the Exhibit Index either are filed
with this Annual Report on Form 10-K or have been filed previously
with the SEC and are incorporated by reference to those prior filings.
(b) The exhibits required by Item 601 of Regulation S-K, including each
management contract or compensatory plan or arrangement required to be
files as an exhibit to this form are listed under Item 15(a)(3).
- 82 -
SIGNATURES
Pursuant to the requirements of the 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.
MISSION WEST PROPERTIES, INC.
Date: March 14, 2006 By: /s/ Carl E. Berg
----------------------------
Carl E. Berg
Chief Executive Officer
(Principal Executive Officer)
Date: March 14, 2006 By: /s/ Wayne N. Pham
----------------------------
Wayne N. Pham
Vice President of Finance and
Controller
(Principal Accounting Officer)
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carl E. Berg his true and lawful attorney-in-fact
with the power of substitution, to sign any amendments to this Report on Form
10-K and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorney-in-fact, or his or her
substitute, may do or choose to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Carl E. Berg
------------------------------- Chairman of the Board, Chief
Carl E. Berg Executive Officer and Director March 14, 2006
/s/ John C. Bolger
-------------------------------
John C. Bolger Director March 14, 2006
/s/ William A. Hasler
-------------------------------
William A. Hasler Director March 14, 2006
/s/ Lawrence B. Helzel
-------------------------------
Lawrence B. Helzel Director March 14, 2006
/s/ Raymond V. Marino
------------------------------- President, Chief Operating Officer
Raymond V. Marino and Director March 14, 2006
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Exhibits required by Item 601 of Regulation S-K.
EXHIBIT INDEX
3.2.1 Articles of Amendment and Restatement of Mission West Properties, Inc.(1)
3.2.2 Restated Bylaws of Mission West Properties, Inc.(1)
10.1.1 Amended and Restated Agreement of Limited Partnership of Mission West Properties, L.P.(2a)
10.1.2 Amended and Restated Agreement of Limited Partnership of Mission West Properties, L.P. I(2a)
10.1.3 Amended and Restated Agreement of Limited Partnership of Mission West Properties, L.P. II(2a)
10.1.4 Amended and Restated Agreement of Limited Partnership of Mission West Properties, L.P. III(2a)
10.2 Exchange Rights Agreement between Mission West Properties and the Limited Partners(2a)
10.3.1 1997 Stock Option Plan(3)
10.3.2 Form of Incentive Stock Option Agreement(1)
10.3.3 Form of Non-statutory Stock Option Agreement(1)
10.3.4 Form of Directors Stock Option Agreement(1)
10.4.1 Acquisition Agreement, dated as of May 14, 1998, among Mission West Properties, certain partnerships
and the Berg Group (as defined therein)(1)
10.4.2 Amendment of Acquisition Agreement, dated as of July 1, 1998(1)
10.4.3 Form of Partnership Interest Purchase Demand Note (1)
10.5.1 Stock Purchase Agreement dated as of May 4, 1998, between Mission West Properties and the purchasers
of Common Stock in a private placement of 5,800,000 shares and Subscription Agreement relating to same(1)
10.5.2 Stock Purchase Agreement dated as of May 4, 1998 between Mission West Properties and the purchasers
of Common Stock in a private placement of 695,058 shares and Subscription Agreement relating to same(1)
10.5.3 Form of Registration Rights Agreement for purchasers, who acquired shares of Common Stock under the
May 4, 1998 Stock Purchase Agreements (2b)
10.6 Pending Projects Acquisition Agreement among Mission West Properties, the Operating Partnership and the
Berg Group(2a)
10.7 Berg Land Holdings Option Agreement between Mission West Properties and certain members of the Berg Group(2a)
10.8 Berg & Berg Enterprises, Inc. Sublease Agreement(1)
10.9 Not in use
10.10 Not in use
10.11 Not in use
10.12 Lease Agreement with Apple Computer, Inc.(4a)
10.13 Lease Agreement with Cisco Systems, Inc,(4b)
10.14 Lease Agreement with Amdahl Corporation(4c)
10.15 Prudential Promissory Note(5)
10.16 Prudential Deed of Trust(5)
10.17 Prudential Certificate Regarding Distribution(5)
10.18 Prudential Guaranty(5)
10.19 Waiver Agreement(6)
10.20 Ownership Limit Exemption Agreement dated December 29, 1998 between Mission West Properties and Dan and
Paul McCarthy(7)
10.21 Lease Agreement with Microsoft Corporation, dated July 25, 1998(8)
10.21.1 Lease Agreement with Microsoft Corporation, dated December 23, 2004(8a)
10.22 Contribution Agreement(8)
10.23 Assumption Agreement for Wells Fargo Line of Credit(9)
10.24 Not in use
10.25 Not in use
10.26 Supplemental Agreement among Mission West Properties, Inc., Carl E. Berg and Clyde J. Berg(9)
10.27 Berg Group Revolving Credit - $100,000,000 Secured Promissory Note(10)
10.27.1 Third Amendment to Berg Group $100,000,000 Revolving Line of Credit(11)
10.28 Berg Group Deed of Trust Securing Revolving Promissory Note(12)
10.29 Cupertino National Bank Revolving Credit Loan Agreement(13)
10.29.1 Cupertino National Bank Revolving Credit Loan Agreement Change in Terms Agreement(14)
10.29.2 Cupertino National Bank Revolving Credit Loan Agreement Change in Terms Agreement
10.29.3 Cupertino National Bank Revolving Credit Loan Agreement Change in Terms Agreement
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10.30 Mission West Properties, LP Continuing Guaranty(13)
10.31 Mission West Properties, LP II Continuing Guaranty(13)
10.32 Mission West Properties, L.P. Promissory Note to Northwestern Mutual Life Insurance Company(13)
10.33 Mission West Properties, L.P. I Promissory Note to Northwestern Mutual Life Insurance Company(13)
10.34 Mission West Properties, L.P. II Promissory Note to Northwestern Mutual Life Insurance Company(13)
10.35 Mission West Properties, L.P. Deed of Trust and Security Agreement (First Priority) (13)
10.36 Mission West Properties, L.P. Deed of Trust and Security Agreement (Second Priority) (13)
10.37 Mission West Properties, L.P. I Deed of Trust and Security Agreement (First Priority) (13)
10.38 Mission West Properties, L.P. I Deed of Trust and Security Agreement (Second Priority) (13)
10.39 Mission West Properties, L.P. II Deed of Trust and Security Agreement (First Priority) (13)
10.40 Mission West Properties, L.P. II Deed of Trust and Security Agreement (Second Priority) (13)
10.41 Mission West Properties, L.P. Absolute Assignment of Leases and Rents (First Priority) (13)
10.42 Mission West Properties, L.P. I Absolute Assignment of Leases and Rents (First Priority) (13)
10.43 Mission West Properties, L.P. II Absolute Assignment of Leases and Rents (First Priority) (13)
10.44 Not in use
10.45 Citicorp USA, Inc.$80,000,000 Secured Promissory Note (15)
10.45.1 Citicorp USA, Inc.$80,000,000 First Amendment to Promissory Note (11)
10.45.2 Citicorp USA, Inc.$80,000,000 Second Amendment to Promissory Note (16a)
10.45.3 Citicorp USA, Inc.$80,000,000 Third Amendment to Promissory Note (16b)
10.45.4 Citicorp USA, Inc.$80,000,000 Fourth Amendment to Promissory Note (14)
10.46 2004 Equity Incentive Plan(17)
10.47 Allianz Loan Secured Installment Note(18)
10.48 Allianz Loan Deed of Trust, Security Agreement, Fixture Filing with Absolute Assignment of Rents(18)
10.49 Allianz Loan Limited Guaranty(18)
10.50 Form of Non-statutory Stock Option Agreement with Dividend Rights under 2004 Equity Incentive Plan(18)
10.51 Allianz Loan II Secured Installment Note(19)
10.52 Allianz Loan II Deed of Trust, Security Agreement, Fixture Filing with Absolute Assignment of Rents(19)
10.53 Allianz Loan II Limited Guaranty(19)
10.54 Allianz Loan II Loan Modification Agreement(19)
21.1 Subsidiaries of the Registrant (20)
23.1 Consent of Independent Registered Public Accounting Firm
24.1 Powers of Attorney (included on the signature page hereto)
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2 Certification of Chief Operating Officer pursuant to Rule 13a-14(a)
31.3 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32.1 Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(1) Incorporated herein by reference to the same-numbered exhibit to the
Company's Registration Statement on Form S-4/A filed on July 20, 1998 and
declared effective on November 23, 1998.
(2a) Incorporated herein by reference to the same-numbered exhibit to the
Company's Post-effective Amendment No. 1 to Registration Statement on Form
S-4 filed on Form S-3 on February 11, 1999 (Commission File No.
333-52835-99).
(2b) Incorporated herein by reference to Exhibit 10.8 to the Company's
Post-effective Amendment No. 1 to Registration Statement on Form S-4 filed
on Form S-3 on February 11, 1999 (Commission File No. 333-52835-99).
(3) Incorporated herein by reference to Exhibit E to the Company's Schedule 14A
Proxy Statement filed with the Securities and Exchange Commission on
October 21, 1997.
(4a) Incorporated herein by reference to Exhibit 10.15 to the Company's
Registration Statement on Form S-4/A filed on June 17, 1998 and declared
effective on November 23, 1998.
(4b) Incorporated herein by reference to Exhibit 10.16 to the Company's
Registration Statement on Form S-4/A filed on June 17, 1998 and declared
effective on November 23, 1998.
(4c) Incorporated herein by reference to Exhibit 10.17 to the Company's
Registration Statement on Form S-4/A filed on June 17, 1998 and declared
effective on November 23, 1998.
(5) Incorporated herein by reference to the same-numbered exhibit to the
Company's Registration Statement on Form S-4/A filed on October 27, 1998
and declared effective on November 23, 1998.
(6) Incorporated herein by reference to the same-numbered exhibit to the
Registration Statement on Form S-4/A filed on November 16, 1998 and
declared effective on November 23, 1998.
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(7) Incorporated herein by reference to the same numbered exhibit to the annual
report on Form 10-K for 1998 filed on March 31, 1999.
(8) Incorporated herein by reference to the same-numbered exhibit to current
report on Form 8-K filed on May 14, 1999 (Commission File No. 000-25235).
(8a) Incorporated herein by reference to the same-numbered exhibit to the
quarterly report on Form 10-Q filed on May 10, 2005.
(9) Incorporated herein by reference to the same-numbered exhibit to the
Registration Statement on Form S-11/A filed on June 15, 1999 (Commission
File No. 333-80203).
(10) Incorporated herein by reference to the same-numbered exhibit to the
quarterly report on Form 10-Q filed on November 13, 2001.
(11) Incorporated herein by reference to the same-numbered exhibit to the
quarterly report on Form 10-Q filed on August 12, 2003.
(12) Incorporated herein by reference to the same numbered exhibit to the annual
report on Form 10-K for 1999 filed on March 30, 2000.
(13) Incorporated herein by reference to the same-numbered exhibit to the annual
report on Form 10-K for 2002 filed on March 27, 2003.
(14) Incorporated herein by reference to the same-numbered exhibit to the
quarterly report on Form 10-Q filed on November 2, 2004.
(15) Incorporated herein by reference to the same-numbered exhibit to the
quarterly report on Form 10-Q filed on May 15, 2003.
(16a)Incorporated herein by reference to Exhibit 10.45.1 to the annual report
on Form 10-K for 2003 filed on July 30, 2004.
(16b)Incorporated herein by reference to Exhibit 10.45.2 to the annual report
on Form 10-K for 2003 filed on July 30, 2004.
(17) Incorporated herein by reference to Appendix II to the Company's Schedule
14A Proxy Statement filed with the Securities and Exchange Commission on
October 22, 2004.
(18) Incorporated herein by reference to the same-numbered exhibit to the
quarterly report on Form 10-Q filed on May 10, 2005.
(19) Incorporated herein by reference to the same-numbered exhibit to the
quarterly report on Form 10-Q filed on August 9, 2005.
(20) Incorporated herein by reference to the same-numbered exhibit to the annual
report on Form 10-K for 1998 filed on March 31, 1999.
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