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8-K - 8-K - Equity Commonwealtha10-12680_38k.htm
EX-99.2 - EX-99.2 - Equity Commonwealtha10-12680_3ex99d2.htm

Exhibit 99.1

 

 

 

400 Centre Street, Newton, MA 02458-2076

 

 

tel: (617) 332-3990 fax: (617) 332-2261

 

FOR IMMEDIATE RELEASE

 

 

Contacts:

 

Timothy A. Bonang, Vice President of Investor Relations, or

 

Carlynn Finn, Manager of Investor Relations

 

(617) 796-8222

 

www.cwhreit.com

 

CommonWealth REIT Announces Results for the Periods

Ended June 30, 2010

 


 

Newton, MA (August 4, 2010): CommonWealth REIT (NYSE: CWH) today announced financial results for the quarter and six months ended June 30, 2010.

 

Results for the quarter ended June 30, 2010:

 

Funds from operations (FFO) available for common shareholders for the quarter ended June 30, 2010 was $60.2 million, or $0.93 per share basic and $0.92 per share diluted, compared to FFO available for common shareholders for the quarter ended June 30, 2009 of $63.9 million, or $1.14 per share basic and $1.11 per share diluted.

 

Net (loss) income available for common shareholders was $(2.7) million for the quarter ended June 30, 2010, compared to $46.9 million for the same quarter last year.  Net (loss) income available for common shareholders per share, basic and diluted, (EPS) for the quarters ended June 30, 2010 and 2009 was $(0.04) and $0.84, respectively.  Net loss for the quarter ended June 30, 2010 includes a loss of $21.5 million, or $0.33 per share, on asset impairment, partially offset by a gain of $11.5 million, or $0.18 per share, on sale of properties.  Net income for the quarter ended June 30, 2009 includes gains of $33.5 million, or $0.60 per share, from early extinguishment of debt and the sale of properties.

 

The weighted average number of basic and diluted common shares outstanding totaled 64,595,417 and 71,893,582, respectively, for the quarter ended June 30, 2010, and 55,924,176 and 63,222,340, respectively, for the quarter ended June 30, 2009.

 

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the New York Stock Exchange.  No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

 



 

On June 14, 2010, CWH’s board of trustees approved a reverse stock split that resulted in a one for four combination of CWH’s common shares of beneficial interest, $0.01 par value per share, effective July 1, 2010.  The reverse stock split reduced the number of CWH’s issued and outstanding common shares from 258,385,241 to 64,596,310.  The number of CWH’s authorized common shares did not change.  As required, common share amounts presented for all periods have been restated to reflect the reverse stock split.

 

A reconciliation of net income determined according to U.S. generally accepted accounting principles, or GAAP, to FFO for the quarters ended June 30, 2010 and 2009 appears later in this press release.

 

Results for the six months ended June 30, 2010:

 

FFO available for common shareholders for the six months ended June 30, 2010 was $120.2 million, or $1.98 per share basic and $1.95 per share diluted, compared to FFO available for common shareholders for the six months ended June 30, 2009 of $126.7 million, or $2.26 per share basic and $2.19 per share diluted.

 

Net income available for common shareholders was $22.0 million for the six months ended June 30, 2010, compared to $77.4 million for the same quarter last year.  Net income available for common shareholders per share, basic and diluted, (EPS) for the six months ended June 30, 2010 and 2009 was $0.36 and $1.38, respectively.  Net income for the six months ended June 30, 2010 includes gains of $27.9 million, or $0.46 per share, from the sale of properties and the issuance of shares by equity investee, partially offset by a loss of $21.5 million, or $0.35 per share, on asset impairment.  Net income for the six months ended June 30, 2009 includes gains of $49.7 million, or $0.89 per share, from early extinguishment of debt and the sale of properties.

 

The weighted average number of basic and diluted common shares outstanding totaled 60,685,295 and 67,983,460, respectively, for the six months ended June 30, 2010, and 56,163,198 and 63,461,362, respectively, for the six months ended June 30, 2009.

 

A reconciliation of net income determined according to U.S. GAAP to FFO for the six months ended June 30, 2010 and 2009 appears later in this press release.

 

Occupancy and Leasing Results (excluding properties classified in discontinued operations):

 

As of June 30, 2010, 86.0% of CWH’s total square feet was leased, compared to 86.6% as of March 31, 2010 and 89.1% as of June 30, 2009.

 

2



 

CWH signed lease renewals for 968,000 square feet and new leases for 286,000 square feet during the quarter ended June 30, 2010 which had weighted average rental rates that were 6% below prior rents for the same space.  Average lease terms for leases signed during the second quarter of 2010 were 5.4 years.  Commitments for tenant improvement and leasing commission (TI/LC) costs for leases signed during the quarter ended June 30, 2010 totaled $9.99 per square foot on average.

 

Recent Investment and Sale Activities:

 

Since April 1, 2010, CWH has acquired eight properties and it has entered agreements to acquire 11 additional properties for an aggregate purchase price of approximately $359.6 million, excluding closing costs; CWH has also entered agreements to sell 15 properties for an aggregate sale price of $231.0 million, excluding closing costs:

 

·      In April 2010, CWH closed on the previously disclosed acquisition of an office property located in Denver, CO with 248,493 square feet.  This property is 100% leased to RE/MAX Realty as its corporate headquarters through April 2028.  The purchase price was $75.0 million, excluding closing costs.

 

·      In April 2010, CWH closed on the previously disclosed acquisition of an office property located in Colorado Springs, CO with 77,411 square feet.  The property is 100% leased to two tenants for a weighted (by rents) average lease term of approximately 4.7 years.  The purchase price was $10.8 million, excluding closing costs.

 

·      As previously disclosed, in May 2010, CWH entered an agreement to acquire MacarthurCook Industrial Property Fund, an Australian listed property trust with units publicly traded on the Australian Securities Exchange under the symbol “MIF”.  MIF currently owns 10 industrial properties with approximately 1.4 million square feet which are approximately 90% leased to 16 tenants for a weighted (by rents) average lease term of approximately five years.  Based on current exchange rates, the total consideration is estimated to be approximately $80.6 million, excluding closing costs, and closing is expected during the second half of 2010.  CWH’s acquisition of MIF is conditioned upon approval of MIF’s unitholders and other customary conditions, including certain conditions applicable to cross border transactions such as various tax rulings; accordingly, these conditions may not be satisfied, the required approvals may not be obtained and this transaction may not close.

 

·      In June 2010, CWH closed on the previously disclosed acquisition of two office properties located in Carson, CA with 212,000 square feet.  These properties are 100% leased to Northrop Grumman through 2016.  The purchase price was $27.9 million, excluding closing costs.

 

3



 

·      In June 2010, CWH acquired two office properties located in Ann Arbor, MI with 410,410 square feet.  These properties are 88% leased to 16 tenants for a weighted (by rents) average lease term of approximately 7.6 years.  The purchase price was $65.2 million, excluding closing costs.

 

·      In July 2010, CWH acquired two office properties located in Stafford, VA with 117,949 square feet.  These properties are 90% leased to ten tenants for a weighted (by rents) average lease term of approximately 2.8 years.  The purchase price was $18.8 million, excluding closing costs.

 

·      In July 2010, CWH entered a purchase and sale agreement to acquire one office property located in Milwaukee, WI with 432,092 square feet.  This property is 94% leased to 29 tenants for a weighted (by rents) average lease term of 3.7 years.  The purchase price is $81.3 million, excluding closing costs.  CWH expects to acquire this property during the third quarter of 2010; however, this acquisition is subject to customary closing conditions and no assurance can be given that this acquisition will be consummated in that time period or at all.

 

·      As previously disclosed, in June 2010, CWH entered agreements with Government Properties Income Trust to sell 15 properties majority leased to the U.S. Government with approximately 1.9 million square feet for an aggregate sale price of $231.0 million, excluding closing costs.  In June and July 2010, CWH sold eight of these properties with 747,658 square feet for an aggregate sale price of $88.7 million, excluding closing costs.  The remaining seven properties with 1,124,206 square feet are subject to purchase and sale agreements for an aggregate sale price of $142.3 million, excluding closing costs.  The remaining sales are expected to close prior to March 31, 2011 and are subject to various contractual contingencies typical of large commercial property transactions; accordingly, CWH can provide no assurances that it will sell these properties.

 

Conference Call:

 

On Wednesday, August 4, 2010, at 1:00 p.m. Eastern Time, Adam Portnoy, Managing Trustee, and John Popeo, Chief Financial Officer, will host a conference call to discuss the second quarter financial results.  Following the company’s remarks, there will be a short question and answer period.

 

The conference call telephone number is (888) 690-2876.  Participants calling from outside the United States and Canada should dial (913) 312-1456.  No pass code is necessary to access either call.  Participants should dial in about 15 minutes prior to the scheduled start of the call.  A replay of the conference call will be available through 4:00 p.m. Eastern Time on Wednesday, August 11, 2010.  To hear the replay, dial (719) 457-0820.  The replay pass code is 5349074.

 

4



 

A live audio webcast of the conference call will also be available in a listen only mode on CWH’s website, which is located at www.cwhreit.com.  Participants wanting to access the webcast should visit CWH’s website about five minutes before the call.  The archived webcast will be available for replay on CWH’s website for about one week after the call.  The recording and retransmission in any way of CWH’s second quarter conference call is strictly prohibited without the prior written consent of CWH.

 

Supplemental Data:

 

A copy of CWH’s Second Quarter 2010 Supplemental Operating and Financial Data is available for download at CWH’s website, www.cwhreit.com.

 

CommonWealth REIT is a real estate investment trust, or REIT, which primarily owns office and industrial properties located throughout the United States.  As of June 30, 2010, CWH owned 521 properties with 67.5 million square feet, including 17.9 million square feet of leased industrial and commercial lands in Oahu, Hawaii.  CWH is headquartered in Newton, Massachusetts.

 

Please see the pages attached hereto for a more detailed statement of our operating results and financial condition and for an explanation of our calculation of FFO.  CWH’s website is not incorporated as part of this press release.

 

5



 

WARNING CONCERNING FORWARD LOOKING STATEMENTS

 

THIS PRESS RELEASE CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS.  ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS.  THESE FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:

 

·      THIS PRESS RELEASE STATES THAT WE HAVE ENTERED INTO AGREEMENTS TO ACQUIRE AND SELL PROPERTIES.  THESE AGREEMENTS ARE SUBJECT TO VARIOUS TERMS AND CONDITIONS.  THESE TERMS AND CONDITIONS MAY NOT BE MET.  AS A RESULT, SOME OR ALL OF THESE TRANSACTIONS MAY NOT OCCUR OR MAY BE DELAYED.

 

OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS ARE DESCRIBED MORE FULLY UNDER “RISK FACTORS” IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009.

 

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

 

EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

 

(END)

 

6



 

CommonWealth REIT

Consolidated Statements of Income and Funds from Operations

(amounts in thousands, except per share data)

(unaudited)

 

 

 

Quarter Ended June 30,

 

Six Months Ended June 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

213,966

 

$

212,777

 

$

427,592

 

$

429,748

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Operating expenses

 

89,147

 

86,688

 

178,721

 

178,429

 

Depreciation and amortization

 

49,658

 

49,604

 

99,438

 

97,994

 

General and administrative

 

10,296

 

9,796

 

20,280

 

19,287

 

Acquisition costs (1)

 

1,103

 

489

 

1,413

 

748

 

Total expenses

 

150,204

 

146,577

 

299,852

 

296,458

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

63,762

 

66,200

 

127,740

 

133,290

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

447

 

363

 

1,565

 

508

 

Interest expense (including amortization of debt discounts, premiums and deferred financing fees of $1,874, $1,886, $3,805 and $3,528, respectively)

 

(46,281

)

(44,267

)

(92,763

)

(88,126

)

Loss on asset impairment

 

(21,491

)

 

(21,491

)

 

Gain on early extinguishment of debt

 

 

13,173

 

 

20,686

 

Equity in earnings of equity investments

 

2,305

 

861

 

4,644

 

861

 

Gain on issuance of shares by equity investee

 

 

 

16,418

 

 

Gain on sale of properties

 

11,504

 

 

11,504

 

 

Income from continuing operations before income tax expense

 

10,246

 

36,330

 

47,617

 

67,219

 

Income tax expense

 

(181

)

(190

)

(363

)

(342

)

Income from continuing operations

 

10,065

 

36,140

 

47,254

 

66,877

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations

 

(67

)

3,170

 

41

 

6,800

 

Gain on sale of properties

 

 

20,306

 

 

29,051

 

Net income

 

9,998

 

59,616

 

47,295

 

102,728

 

Preferred distributions

 

(12,667

)

(12,667

)

(25,334

)

(25,334

)

Net (loss) income available for common shareholders

 

$

(2,669

)

$

46,949

 

$

21,961

 

$

77,394

 

 

 

 

 

 

 

 

 

 

 

Calculation of Funds from Operations, or FFO (2):

 

 

 

 

 

 

 

 

 

Net income

 

$

9,998

 

$

59,616

 

$

47,295

 

$

102,728

 

Plus: depreciation and amortization from continuing operations

 

49,658

 

49,604

 

99,438

 

97,994

 

Plus: depreciation and amortization from discontinued operations

 

 

(11

)

 

 

Plus: acquisition costs (1)

 

1,103

 

489

 

1,413

 

748

 

Plus: FFO from equity investments

 

4,429

 

1,170

 

8,424

 

1,170

 

Plus: loss on asset impairment

 

21,491

 

 

21,491

 

 

Less: gain on early extinguishment of debt

 

 

(13,173

)

 

(20,686

)

Less: gain on sale of properties

 

(11,504

)

(20,306

)

(11,504

)

(29,051

)

Less: equity in earnings of equity investments

 

(2,305

)

(861

)

(4,644

)

(861

)

Less: gain on issuance of shares by equity investee

 

 

 

(16,418

)

 

FFO

 

72,870

 

76,528

 

145,495

 

152,042

 

Less: preferred distributions

 

(12,667

)

(12,667

)

(25,334

)

(25,334

)

FFO available for common shareholders

 

$

60,203

 

$

63,861

 

$

120,161

 

$

126,708

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — basic

 

64,595

 

55,924

 

60,685

 

56,163

 

Weighted average common shares outstanding — diluted (3)

 

71,893

 

63,222

 

67,983

 

63,461

 

 

7



 

CommonWealth REIT

Consolidated Statements of Income and Funds from Operations (continued)

(amounts in thousands, except per share data)

(unaudited)

 

 

 

Quarter Ended June 30,

 

Six Months Ended June 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Per common share:

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations available for common shareholders — basic and diluted

 

$

(0.04

)

$

0.42

 

$

0.36

 

$

0.74

 

Income from discontinued operations — basic and diluted

 

$

 

$

0.42

 

$

 

$

0.64

 

Net (loss) income available for common shareholders — basic and diluted

 

$

(0.04

)

$

0.84

 

$

0.36

 

$

1.38

 

FFO available for common shareholders — basic

 

$

0.93

 

$

1.14

 

$

1.98

 

$

2.26

 

FFO available for common shareholders — diluted

 

$

0.92

 

$

1.11

 

$

1.95

 

$

2.19

 

 

 

 

 

 

 

 

 

 

 

Common distributions paid

 

$

0.48

 

$

0.48

 

$

0.96

 

$

0.96

 

 


(1)   Represents the closing costs associated with acquisitions that are expensed pursuant to the Business Combinations Topic of the FASB Accounting Standards CodificationTM.

 

(2)   We compute FFO as shown in the calculation above.  Our calculation of FFO differs from the National Association of Real Estate Investment Trusts, or NAREIT, definition because we exclude acquisition costs as described in Note 1 above, gains from equity investments, gain on early extinguishment of debt, loss on early extinguishment of debt unless settled in cash, and loss on asset impairment.  We consider FFO to be an appropriate measure of performance for a REIT, along with net income and cash flow from operating, investing and financing activities.  We believe that FFO provides useful information to investors because, by excluding the effects of certain historical amounts, such as depreciation expense and items referred to above, FFO can facilitate a comparison of operating performance between periods and among REITs.  FFO does not represent cash generated by operating activities in accordance with U.S. generally accepted accounting principles, or GAAP, and should not be considered an alternative to net income or cash flow from operating activities as a measure of financial performance or liquidity.  Also, some REITs may calculate FFO differently than us.

 

(3)   As of June 30, 2010, our 15,180 outstanding series D preferred shares were convertible into 7,298 common shares.  The effect of a conversion of our series D convertible preferred shares on income from continuing operations available for common shareholders per share is anti-dilutive to income, but dilutive to FFO for the quarters and six months ended June 30, 2010 and 2009.  Set forth below is the calculation of diluted net income available for common shareholders, diluted FFO available for common shareholders and diluted weighted average common shares outstanding.

 

 

 

Quarter Ended June 30,

 

Six Months Ended June 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income available for common shareholders

 

$

(2,669

)

$

46,949

 

$

21,961

 

$

77,394

 

Add - Series D convertible preferred distributions

 

6,167

 

6,167

 

12,334

 

12,334

 

Net income available for common shareholders — diluted

 

$

3,498

 

$

53,116

 

$

34,295

 

$

89,728

 

 

 

 

 

 

 

 

 

 

 

FFO available for common shareholders

 

$

60,203

 

$

63,861

 

$

120,161

 

$

126,708

 

Add - Series D convertible preferred distributions

 

6,167

 

6,167

 

12,334

 

12,334

 

FFO available for common shareholders — diluted

 

$

66,370

 

$

70,028

 

$

132,495

 

$

139,042

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — basic

 

64,595

 

55,924

 

60,685

 

56,163

 

Effect of dilutive Series D preferred shares

 

7,298

 

7,298

 

7,298

 

7,298

 

Weighted average common shares outstanding — diluted

 

71,893

 

63,222

 

67,983

 

63,461

 

 

8



 

CommonWealth REIT

Consolidated Balance Sheets

(amounts in thousands, except share data)

(unaudited)

 

 

 

June 30,

 

December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Real estate properties:

 

 

 

 

 

Land

 

$

1,222,519

 

$

1,237,842

 

Buildings and improvements

 

5,003,943

 

5,085,839

 

 

 

6,226,462

 

6,323,681

 

Accumulated depreciation

 

(881,592

)

(884,421

)

 

 

5,344,870

 

5,439,260

 

Properties held for sale

 

160,459

 

8,263

 

Acquired real estate leases, net

 

175,130

 

166,453

 

Equity investments

 

166,626

 

158,822

 

Cash and cash equivalents

 

33,443

 

18,204

 

Restricted cash

 

12,474

 

11,662

 

Rents receivable, net of allowance for doubtful accounts of $11,779 and $10,945, respectively

 

196,781

 

194,358

 

Other assets, net

 

115,235

 

124,299

 

Total assets

 

$

6,205,018

 

$

6,121,321

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Revolving credit facility

 

$

 

$

110,000

 

Senior unsecured debt, net

 

2,259,137

 

2,258,466

 

Mortgage notes payable, net

 

620,137

 

624,184

 

Other liabilities related to properties held for sale

 

451

 

14

 

Accounts payable and accrued expenses

 

110,885

 

103,608

 

Acquired real estate lease obligations, net

 

44,549

 

47,348

 

Distributions payable

 

 

26,863

 

Rent collected in advance

 

30,150

 

30,366

 

Security deposits

 

22,090

 

23,097

 

Due to affiliates

 

9,096

 

8,309

 

Total liabilities

 

3,096,495

 

3,232,255

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred shares of beneficial interest, $0.01 par value:

 

 

 

 

 

50,000,000 shares authorized;

 

 

 

 

 

Series B preferred shares; 8 3/4% cumulative redeemable at par on or after September 12, 2007; 7,000,000 shares issued and outstanding, aggregate liquidation preference $175,000

 

169,079

 

169,079

 

Series C preferred shares; 7 1/8% cumulative redeemable at par on or after February 15, 2011; 6,000,000 shares issued and outstanding, aggregate liquidation preference $150,000

 

145,015

 

145,015

 

Series D preferred shares; 6 1/2% cumulative convertible; 15,180,000 shares issued and outstanding, aggregate liquidation preference $379,500

 

368,270

 

368,270

 

Common shares of beneficial interest, $0.01 par value:

 

 

 

 

 

350,000,000 shares authorized; 64,596,310 and 55,965,060 shares issued and outstanding, respectively

 

646

 

560

 

Additional paid in capital

 

3,165,077

 

2,925,845

 

Cumulative net income

 

2,284,223

 

2,236,928

 

Cumulative common distributions

 

(2,607,589

)

(2,576,582

)

Cumulative preferred distributions

 

(407,930

)

(382,596

)

Accumulated other comprehensive (loss) income

 

(8,268

)

2,547

 

Total shareholders’ equity

 

3,108,523

 

2,889,066

 

Total liabilities and shareholders’ equity

 

$

6,205,018

 

$

6,121,321

 

 

9