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Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

Contact:

Timothy A. Bonang, Vice President, Investor Relations

(617) 796-8222

www.cwhreit.com

 

CommonWealth REIT Announces 2013 Third Quarter Results

 


 

Newton, MA (November 6, 2013): CommonWealth REIT (NYSE: CWH) today announced financial results for the quarter and nine months ended September 30, 2013.

 

Results for the Quarter Ended September 30, 2013:

 

Normalized funds from operations, or Normalized FFO, available for CommonWealth REIT common shareholders for the quarter ended September 30, 2013 was $67.3 million, or $0.57 per share basic and diluted, compared to Normalized FFO available for CommonWealth REIT common shareholders for the quarter ended September 30, 2012 of $69.3 million, or $0.83 per share basic and diluted.  Normalized FFO excludes shareholder litigation costs and related expenses totaling $13.8 million, or $0.12 per share, for the quarter ended September 30, 2013.

 

Net (loss) income available for CommonWealth REIT common shareholders was ($227.5) million for the quarter ended September 30, 2013, compared to ($122,000) for the same quarter last year.  Net (loss) income available for CommonWealth REIT common shareholders per share, basic and diluted (EPS), for the quarters ended September 30, 2013 and 2012 was ($1.92) and $0.00, respectively.  Net loss for the quarter ended September 30, 2013 includes a loss from asset impairment of $217.1 million, or $1.83 per share, and $13.8 million, or $0.12 per share, of shareholder litigation costs and related expenses.

 

The weighted average number of basic and diluted common shares outstanding for the quarters ended September 30, 2013 and 2012, was 118,328,439 and 83,745,315, respectively.

 

A reconciliation of net (loss) income attributable to CommonWealth REIT, determined according to U.S. generally accepted accounting principles, or GAAP, to funds from operations, or FFO, available for CommonWealth REIT common shareholders and Normalized FFO available for CommonWealth REIT common shareholders for the quarters ended September 30, 2013 and 2012 appears later in this press release.

 

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.

 



 

Adam Portnoy, Managing Trustee and President of CWH, made the following statement:

 

“During the third quarter, we continued to make significant progress in executing our business plan to reposition CWH’s portfolio into high value office properties located in central business district, or CBD, locations and away from properties located in suburban markets.  During the quarter ended September 30, 2013, approximately 64% of CWH’s cash net operating income, or Cash Basis NOI, from continuing operations came from office properties located in CBD locations.

 

“We have also made several changes to our financial statements and reporting this quarter, which is available in our Third Quarter 2013 Supplemental Operating and Financial Data, and in our Quarterly Report on Form 10-Q, which we expect to file later this week with the Securities and Exchange Commission, or the SEC.  Some of these changes are the result of accounting rules and some represent our continuing effort to enhance our public disclosures.  Starting this quarter, we have deconsolidated the results of operations from Select Income REIT, or SIR, from CWH’s financial statements because beginning in July 2013 we owned less than 50% of SIR.  We now account for CWH’s ownership in SIR under the equity method pursuant to GAAP accounting rules.  Also, to help investors better understand our results of operations and because SIR’s operating results are no longer consolidated into CWH’s financial statements, we have simplified our reporting into only two operating segments: CBD Properties and Suburban Properties.  We have also eliminated reporting by geographic market area and replaced it with a list of properties which individually represent one percent or more of NOI or Cash Basis NOI.  Finally, we have simplified how we count our properties so that multiple buildings located at the same location are counted as one property instead of multiple properties.  As of September 30, 2013, CWH’s continuing operations included 128 properties (235 buildings) with 38.9 million square feet.  Thirty-three of these properties (68 buildings) with 23.8 million square feet individually generated one percent or more of NOI or Cash Basis NOI and collectively generated 75% of our third quarter 2013 Cash Basis NOI from continuing operations.  As a result of these changes to our financial statements and reporting this quarter, we hope that investors may be able to better evaluate our results of operations and better understand CWH’s portfolio of properties.”

 

A reconciliation of NOI and Cash Basis NOI to net (loss) income determined according to GAAP for the three and nine months ended September 30, 2013 and 2012 appears later in this press release.

 

Results for the Nine Months Ended September 30, 2013:

 

Normalized FFO available for CommonWealth REIT common shareholders for the nine months ended September 30, 2013 was $225.7 million, or $2.05 per share basic and diluted, compared to Normalized FFO available for CommonWealth REIT common shareholders for the nine months ended September 30, 2012 of $215.1 million, or $2.57 per share basic and diluted.  Normalized FFO excludes shareholder litigation costs and related expenses totaling $23.9 million, or $0.22 per share, for the nine months ended September 30, 2013.

 

Net (loss) income available for CommonWealth REIT common shareholders was ($205.2) million for the nine months ended September 30, 2013, compared to $12.0 million for the same period last year.  Net (loss) income available for CommonWealth REIT common shareholders per share, basic and diluted (EPS), for the nine months ended September 30, 2013 and 2012 was ($1.86) and $0.14, respectively.  Net loss for the nine months ended September 30, 2013 includes a loss from asset impairment of $225.6 million, or $2.04 per share, a loss on early extinguishment of debt of $60.0 million, or $0.54 per share, and shareholder litigation costs and related expenses of $23.9 million, or $0.22 per share, partially offset by a gain of $66.3 million, or $0.60 per share, from the sale of an equity investment.

 

The weighted average number of basic and diluted common shares outstanding for the nine months ended September 30, 2013 and 2012, was 110,352,501 and 83,731,371, respectively.

 

A reconciliation of net (loss) income attributable to CommonWealth REIT determined according to GAAP to FFO available for CommonWealth REIT common shareholders and Normalized FFO available for CommonWealth REIT common shareholders for the nine months ended September 30, 2013 and 2012 appears later in this press release.

 

Operating Results (excluding SIR):

 

As of September 30, 2013, 88.6% of CWH’s total square feet from continuing operations was leased, compared to 89.0% as of June 30, 2013 and 88.4% as of September 30, 2012.

 

CWH entered into lease renewals for 1,201,000 square feet and new leases for 340,000 square feet during the quarter ended September 30, 2013, which had weighted average cash rental rates that were approximately 4.3% below prior rates for the same leasable space.  The weighted average lease term based on square feet for leases entered into during the third quarter of 2013 was 8.9 years.  Commitments for tenant improvements, leasing commission costs and concessions for leases entered into during the quarter ended September 30, 2013 totaled approximately $46.7 million, or $3.41 per square foot per year of the lease term.

 

Same property occupancy for properties owned continuously since July 1, 2012 increased 0.1 percentage points from 88.4% as of September 30, 2012, to 88.5% as of September 30, 2013.  Same property Cash Basis NOI decreased by 0.8% during the third quarter of 2013.

 

2



 

Recent Acquisitions and Sales Activities (excluding activities of SIR):

 

Since January 1, 2013, CWH has not acquired or entered into any agreements to purchase properties.

 

In early 2013, CWH announced that it would offer for sale 40 primarily suburban office and industrial properties (94 buildings) with a combined 6,673,851 square feet.  As of today, 38 of these properties (92 buildings) with a combined 6,596,457 square feet have been sold for an aggregate sale price of $156.3 million, excluding closing costs.  In addition, CWH has the remaining two properties (two buildings) with a combined 77,394 square feet under agreement to sell for a total of $2.1 million, excluding closing costs.  CWH expects to sell these two properties before year end 2013.

 

During September 2013, the CWH Board of Trustees approved a plan to sell an additional 45 non-core properties (110 buildings) with a combined 8,425,548 square feet as part of its business plan to reposition CWH’s portfolio towards high quality office buildings located in central business districts and away from suburban office and industrial properties.  As of September 30, 2013, these 45 properties were reclassified to discontinued operations, and CWH recorded asset impairment charges totaling $217.1 million, primarily relating to certain of these properties.  CWH expects to sell these 45 properties by mid-year 2014.

 

Recent Financing Activities (excluding activities of SIR):

 

In October 2013, CWH prepaid at par all $99.0 million of its 5.75% unsecured senior notes due in 2014, using borrowings under its revolving credit facility.

 

Presentation:

 

As of September 30, 2013, CWH owned approximately 44.2% of the common shares of SIR, a publicly traded real estate investment trust, or REIT, that primarily owns net leased, single tenant office and industrial properties.  On July 2, 2013, SIR issued and sold to the public 10,500,000 of its common shares of beneficial interest in an underwritten public offering.  Prior to this offering, CWH’s 22,000,000 common shares of SIR represented more than 50% of SIR’s outstanding common shares and SIR’s financial position and results of operations were consolidated in CWH’s financial statements.  Beginning on July 2, 2013, CWH no longer consolidates its investment in SIR and its investment is accounted for under the equity method.  Unless the context indicates otherwise, the amounts reported in this press release include SIR’s financial position and results of operations for periods prior to July 2, 2013, when SIR was CWH’s consolidated subsidiary.

 

For further information about SIR and its subsidiaries, please see SIR’s periodic reports and other filings with the SEC, which are available at the SEC’s website at www.sec.gov.  References in this press release to SIR’s filings with the SEC are included to identify the source of SIR information only, and the information in SIR’s filings with the SEC is not incorporated by reference into this press release.

 

3



 

Conference Call:

 

Later today, at 1:00 p.m. Eastern Time, Adam Portnoy, President and Managing Trustee, and John Popeo, Chief Financial Officer, will host a conference call to discuss the financial results for the quarter ended September 30, 2013.

 

The conference call telephone number is (877) 260-8900.  Participants calling from outside the United States and Canada should dial (612) 332-1210.  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 11:59 p.m. Eastern Time on Wednesday, November 13, 2013.  To hear the replay, dial (320) 365-3844.  The replay pass code is 305206.

 

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 transcription, recording and retransmission in any way of CWH’s third quarter conference call are strictly prohibited without the prior written consent of CWH.

 

Supplemental Data:

 

A copy of CWH’s Third Quarter 2013 Supplemental Operating and Financial Data is available for download at CWH’s website, www.cwhreit.com.  CWH’s website is not incorporated as part of this press release.

 

CWH is a REIT which primarily owns office properties located throughout the United States.  CWH is headquartered in Newton, MA.

 

Please see the pages attached hereto for a more detailed statement of CWH’s operating results and financial condition, for an explanation of CWH’s calculation of FFO and Normalized FFO and for a reconciliation of net (loss) income attributable to CommonWealth REIT to those non-GAAP amounts, and for an explanation of CWH’s calculation of NOI and Cash Basis NOI and for a reconciliation of net (loss) income to that non-GAAP amount.

 

4



 

WARNING CONCERNING FORWARD LOOKING STATEMENTS

 

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

 

·                  ON JUNE 21, 2013, CORVEX MANAGEMENT LP, OR CORVEX, DELIVERED A LETTER TO CWH ASSERTING THAT CWH’S BOARD OF TRUSTEES HAD BEEN REMOVED AND NO LONGER HAS AUTHORITY TO ACT FOR CWH BY REASON OF A PURPORTED SHAREHOLDERS’ CONSENT SOLICITATION BY CORVEX, RELATED FUND MANAGEMENT, LLC AND CERTAIN OF THEIR AFFILIATES, OR TOGETHER WITH CORVEX, CORVEX/RELATED. CWH BELIEVES THIS PURPORTED SHAREHOLDERS’ CONSENT SOLICITATION HAS NO LEGAL EFFECT. THE LEGAL EFFECTIVENESS OF THE CORVEX/RELATED ACTIVITIES TO REMOVE CWH’S ENTIRE BOARD OF TRUSTEES IS CURRENTLY THE SUBJECT OF LEGAL PROCEEDINGS BEFORE AN ARBITRATION PANEL UNDER THE AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION. A DETERMINATION BY THE ARBITRATION PANEL THAT CWH’S ENTIRE BOARD OF TRUSTEES HAS BEEN REMOVED AS A RESULT OF THE CORVEX/RELATED CONSENT SOLICITATION COULD CAUSE SEVERAL ADVERSE CONSEQUENCES TO CWH’S CONTINUED OPERATIONS, INCLUDING: (I) DEFAULT OF CWH’S REVOLVING CREDIT FACILITY AND TERM LOAN AGREEMENTS PERMITTING CWH’S LENDERS TO ACCELERATE REPAYMENTS, (II) ACTIVATION OF DILUTIVE EQUITY CONVERSION RIGHTS UNDER CWH’S SERIES D CUMULATIVE CONVERTIBLE PREFERRED SHARES, (III) POSSIBLE DEFAULTS OF CERTAIN MORTGAGE DEBT OBLIGATIONS, (IV) POSSIBLE CROSS DEFAULTS OF CWH’S OTHER DEBT OBLIGATIONS INCLUDING CWH’S APPROXIMATELY $1.5 BILLION OF UNSECURED NOTES, AND (V) CWH’S FAILURE TO MEET NYSE AND SEC REQUIREMENTS TO ALLOW CWH’S SECURITIES TO CONTINUE TO BE PUBLICLY TRADED.  ON JUNE 19, 2013, CORVEX/RELATED FILED WITH THE SEC A PUBLIC STATEMENT INDICATING THAT IN THE EVENT CWH’S BOARD OF TRUSTEES IS REMOVED AS A RESULT OF THE CORVEX/RELATED CONSENT SOLICITATION, THEY WILL OFFER TO BUY 51% OF THE DEBT OUTSTANDING UNDER CWH’S REVOLVING CREDIT FACILITY AND TERM LOAN AGREEMENTS AT PAR VALUE TO PREVENT THE ACCELERATION OF SUCH LOANS.  HOWEVER, WAIVERS OF DEFAULTS UNDER CWH’S REVOLVING CREDIT FACILITY AND TERM LOAN AGREEMENTS REQUIRE THE APPROVAL OF TWO THIRDS OF CWH’S LENDERS BY AMOUNT.  CWH CANNOT GUARANTEE THAT CORVEX/RELATED WILL BE SUCCESSFUL IN BUYING ANY OF CWH’S OUTSTANDING DEBTS OR CREDIT COMMITMENTS OR IN PREVENTING THE ACCELERATION OF SUCH LOANS.  THE RESULTS OF LITIGATION AND ARBITRATION ARE DIFFICULT TO PREDICT AND CWH IS UNABLE TO PROVIDE ANY ASSURANCES REGARDING SUCH RESULTS;

 

·                  THIS PRESS RELEASE STATES THAT CWH HAS ENTERED INTO AGREEMENTS TO SELL PROPERTIES.  THESE TRANSACTIONS ARE SUBJECT TO VARIOUS TERMS AND CONDITIONS TYPICAL OF COMMERCIAL REAL ESTATE TRANSACTIONS.  THE TERMS AND CONDITIONS MAY NOT BE MET.  AS A RESULT, THESE TRANSACTIONS MAY NOT OCCUR OR MAY BE DELAYED OR THE TERMS MAY CHANGE; AND

 

5



 

·                  THIS PRESS RELEASE STATES THAT CWH EXPECTS TO SELL IN 2013 AND 2014 THE REMAINING PROPERTIES NOT ALREADY SOLD THAT ARE CLASSIFIED AS HELD FOR SALE AS OF SEPTEMBER 30, 2013.  HOWEVER, CWH MAY BE UNABLE TO SELL SOME OR ALL OF THESE PROPERTIES IN 2013 OR 2014 OR EVER, ON TERMS CWH IS WILLING TO ACCEPT OR OTHERWISE.  ALSO, THE DETERMINATION TO SELL PROPERTIES AND ANY AGREEMENTS ENTERED INTO WITH RESPECT TO ANY OF CWH’S PROPERTIES MAY BE CHALLENGED IN THE EVENT THAT THE ARBITRATION PANEL DETERMINES THAT THE CORVEX/RELATED CONSENT SOLICITATION IS LEGALLY EFFECTIVE AND CWH’S ENTIRE BOARD OF TRUSTEES HAS BEEN REMOVED.  ACCORDINGLY, SOME OR ALL OF THE PROPERTIES CWH HAS IDENTIFIED FOR SALE MAY NOT BE SOLD OR THE SALES OF THESE PROPERTIES MAY BE DELAYED.

 

THE INFORMATION CONTAINED IN CWH’S FILINGS WITH THE SEC, INCLUDING UNDER THE CAPTION “RISK FACTORS” IN CWH’S PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM CWH’S FORWARD LOOKING STATEMENTS.  CWH’S FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.

 

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

 

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

 

6



 

CommonWealth REIT

Condensed Consolidated Statements of Operations, Funds from Operations and

Normalized Funds from Operations

(amounts in thousands)

(unaudited)

 

 

 

Quarter Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

201,741

 

$

226,802

 

$

699,207

 

$

662,587

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Operating expenses

 

94,632

 

92,005

 

287,650

 

265,227

 

Depreciation and amortization

 

52,150

 

52,353

 

169,930

 

154,623

 

General and administrative

 

25,069

 

12,565

 

61,445

 

34,190

 

Acquisition related costs

 

(436

)

1,066

 

337

 

5,002

 

Total expenses

 

171,415

 

157,989

 

519,362

 

459,042

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

30,326

 

68,813

 

179,845

 

203,545

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

227

 

399

 

931

 

1,020

 

Interest expense (including net amortization of debt discounts, premiums and deferred financing fees of ($589), $1,001, $321 and $2,717, respectively)

 

(39,359

)

(50,736

)

(134,824

)

(148,924

)

Loss on early extinguishment of debt

 

 

(220

)

(60,027

)

(287

)

Equity in earnings of investees

 

10,492

 

2,868

 

14,913

 

8,655

 

Gain on sale of equity investment

 

 

 

66,293

 

 

Income from continuing operations before income tax expense

 

1,686

 

21,124

 

67,131

 

64,009

 

Income tax expense

 

(785

)

(1,322

)

(2,527

)

(1,906

)

Income from continuing operations

 

901

 

19,802

 

64,604

 

62,103

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations

 

(28

)

774

 

4,390

 

4,891

 

Loss on asset impairment from discontinued operations

 

(217,080

)

 

(225,615

)

 

Loss on early extinguishment of debt from discontinued operations

 

 

 

 

(1,608

)

Net gain on sale of properties from discontinued operations

 

 

1,689

 

3,359

 

2,039

 

(Loss) income before gain on sale of properties

 

(216,207

)

22,265

 

(153,262

)

67,425

 

Gain on sale of properties

 

 

 

1,596

 

 

Net (loss) income

 

(216,207

)

22,265

 

(151,666

)

67,425

 

Net income attributable to noncontrolling interest in consolidated subsidiary

 

(108

)

(4,647

)

(20,093

)

(10,062

)

Net (loss) income attributable to CommonWealth REIT

 

(216,315

)

17,618

 

(171,759

)

57,363

 

Preferred distributions

 

(11,151

)

(12,755

)

(33,453

)

(40,401

)

Excess redemption price paid over carrying value of preferred shares

 

 

(4,985

)

 

(4,985

)

Net (loss) income available for CommonWealth REIT common shareholders

 

$

(227,466

)

$

(122

)

$

(205,212

)

$

11,977

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to CommonWealth REIT common shareholders:

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

$

(10,358

)

$

(2,585

)

$

12,654

 

$

6,655

 

(Loss) income from discontinued operations

 

(28

)

774

 

4,390

 

4,891

 

Loss on asset impairment from discontinued operations

 

(217,080

)

 

(225,615

)

 

Loss on early extinguishment of debt from discontinued operations

 

 

 

 

(1,608

)

Net gain on sale of properties from discontinued operations

 

 

1,689

 

3,359

 

2,039

 

Net (loss) income

 

$

(227,466

)

$

(122

)

$

(205,212

)

$

11,977

 

 

7



 

CommonWealth REIT

Condensed Consolidated Statements of Operations, Funds from Operations and

Normalized Funds from Operations (continued)

(amounts in thousands, except per share data)

(unaudited)

 

 

 

Quarter Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Calculation of FFO:(1)

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to CommonWealth REIT

 

$

(216,315

)

$

17,618

 

$

(171,759

)

$

57,363

 

Plus:

depreciation and amortization from continuing operations

 

52,150

 

52,353

 

169,930

 

154,623

 

Plus:

depreciation and amortization from discontinued operations

 

8,157

 

11,084

 

24,289

 

33,717

 

Plus:

loss on asset impairment from discontinued operations

 

217,080

 

 

225,615

 

 

Plus:

FFO from investees

 

14,095

 

5,472

 

18,996

 

16,070

 

Plus:

net income attributable to noncontrolling interest

 

108

 

4,647

 

20,093

 

10,062

 

Less:

FFO attributable to noncontrolling interest

 

(142

)

(5,796

)

(26,270

)

(12,270

)

Less:

gain on sale of properties

 

 

 

(1,596

)

 

Less:

net gain on sale of properties from discontinued operations

 

 

(1,689

)

(3,359

)

(2,039

)

Less:

equity in earnings of investees

 

(10,492

)

(2,868

)

(14,913

)

(8,655

)

FFO attributable to CommonWealth REIT

 

64,641

 

80,821

 

241,026

 

248,871

 

Less:

preferred distributions

 

(11,151

)

(12,755

)

(33,453

)

(40,401

)

FFO available for CommonWealth REIT common shareholders

 

$

53,490

 

$

68,066

 

$

207,573

 

$

208,470

 

 

 

 

 

 

 

 

 

 

 

Calculation of Normalized FFO:(1)

 

 

 

 

 

 

 

 

 

FFO attributable to CommonWealth REIT

 

$

64,641

 

$

80,821

 

$

241,026

 

$

248,871

 

Plus:

acquisition related costs from continuing operations

 

(436

)

1,066

 

337

 

5,002

 

Plus:

normalized FFO from investees

 

14,444

 

5,633

 

19,350

 

16,293

 

Plus:

loss on early extinguishment of debt from continuing operations

 

 

220

 

60,027

 

287

 

Plus:

loss on early extinguishment of debt from discontinued operations

 

 

 

 

1,608

 

Plus:

shareholder litigation costs and related expenses

 

13,792

 

 

23,917

 

 

Plus:

average minimum rent from direct financing lease

 

329

 

329

 

987

 

987

 

Plus:

FFO attributable to noncontrolling interest

 

142

 

5,796

 

26,270

 

12,270

 

Less:

normalized FFO attributable to noncontrolling interest

 

(142

)

(5,968

)

(26,573

)

(12,641

)

Less:

FFO from investees

 

(14,095

)

(5,472

)

(18,996

)

(16,070

)

Less:

interest earned from direct financing lease

 

(272

)

(353

)

(877

)

(1,119

)

Less:

gain on sale of equity investment

 

 

 

(66,293

)

 

Normalized FFO attributable to CommonWealth REIT

 

78,403

 

82,072

 

259,175

 

255,488

 

Less:

preferred distributions

 

(11,151

)

(12,755

)

(33,453

)

(40,401

)

Normalized FFO available for CommonWealth REIT common shareholders

 

$

67,252

 

$

69,317

 

$

225,722

 

$

215,087

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — basic and diluted(2)

 

118,328

 

83,745

 

110,353

 

83,731

 

 

 

 

 

 

 

 

 

 

 

Per common share:

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations attributable to CommonWealth REIT common shareholders — basic and diluted

 

$

(0.09

)

$

(0.03

)

$

0.11

 

$

0.08

 

(Loss) income from discontinued operations attributable to CommonWealth REIT common shareholders — basic and diluted

 

$

(1.83

)

$

0.03

 

$

(1.97

)

$

0.06

 

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

 

$

(1.92

)

$

 

$

(1.86

)

$

0.14

 

FFO available for CommonWealth REIT common shareholders — basic and diluted

 

$

0.45

 

$

0.81

 

$

1.88

 

$

2.49

 

Normalized FFO available for CommonWealth REIT common shareholders — basic and diluted

 

$

0.57

 

$

0.83

 

$

2.05

 

$

2.57

 

 

8



 

CommonWealth REIT

Condensed Consolidated Statements of Operations, Funds from Operations and

Normalized Funds from Operations (continued)

(amounts in thousands)

(unaudited)

 


(1)      CWH calculates FFO and Normalized FFO as shown above.  FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, or NAREIT, which is net income, calculated in accordance with GAAP, plus real estate depreciation and amortization, loss on real estate asset impairment, net income attributable to noncontrolling interest and FFO from equity investees, excluding any gain or loss on sale of properties, equity in earnings from investees and FFO attributable to noncontrolling interests.  CWH’s calculation of Normalized FFO differs from NAREIT’s definition of FFO because CWH excludes acquisition related costs, gain from sale of equity investment, loss on early extinguishment of debt, shareholder litigation costs and related expenses, the difference between average minimum rent and interest earned from CWH’s direct financing lease and the difference between FFO and Normalized FFO from equity investees and noncontrolling interests.  CWH considers FFO and Normalized FFO to be appropriate measures of operating performance for a REIT, along with net (loss) income, net (loss) income attributable to CommonWealth REIT, net (loss) income available for CommonWealth REIT common shareholders, operating income and cash flow from operating activities. CWH believes that FFO and Normalized FFO provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense, FFO and Normalized FFO may facilitate a comparison of CWH’s operating performance between periods and between CWH and other REITs.  FFO and Normalized FFO are among the factors considered by CWH’s Board of Trustees when determining the amount of distributions to CWH’s shareholders.  Other factors include, but are not limited to, requirements to maintain CWH’s status as a REIT, limitations in CWH’s revolving credit facility and term loan agreement and public debt covenants, the availability of debt and equity capital to CWH, CWH’s cash available for distribution, CWH’s expectation of its future capital requirements and operating performance, and CWH’s expected needs and availability of cash to pay its obligations.  FFO and Normalized FFO do not represent cash generated by operating activities in accordance with GAAP and should not be considered as alternatives to net (loss) income, net (loss) income attributable to CommonWealth REIT, net (loss) income available for CommonWealth REIT common shareholders, operating income or cash flow from operating activities, determined in accordance with GAAP, or as indicators of CWH’s financial performance or liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of CWH’s needs.  These measures should be considered in conjunction with net (loss) income, net (loss) income attributable to CommonWealth REIT, net (loss) income available for CommonWealth REIT common shareholders, operating income and cash flow from operating activities as presented in CWH’s Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive (Loss) Income and Condensed Consolidated Statements of Cash Flows.  Other REITs and real estate companies may calculate FFO and Normalized FFO differently than CWH does.

 

(2)      Assuming no fundamental change has occurred, as of September 30, 2013, CWH’s 15,180 outstanding series D cumulative convertible preferred shares were convertible into 7,298 common shares and the effect of a conversion of CWH’s series D cumulative convertible preferred shares on income from continuing operations attributable to CommonWealth REIT common shareholders per share is anti-dilutive to income, FFO and Normalized FFO for all periods presented.  Set forth below is the calculation of diluted net income available for common shareholders, diluted FFO available for common shareholders, diluted Normalized FFO available for common shareholders and diluted weighted average common shares outstanding.  If the arbitration panel determines that the Corvex/Related consent solicitation is legally effective and CWH’s entire Board of Trustees has been removed, such removal would constitute a fundamental change under the 6.5% series D cumulative convertible preferred shares giving holders of such shares the option to convert these shares into common shares at a ratio based on 98% of the average closing market price for a period before such removal is effective unless CWH repurchases these shares for their par value plus accrued and unpaid distributions.

 

 

 

Quarter Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income available for CommonWealth REIT common shareholders

 

$

(227,466

)

$

(122

)

$

(205,212

)

$

11,977

 

Add - Series D convertible preferred distributions

 

6,167

 

6,167

 

18,501

 

18,501

 

Net (loss) income available for CommonWealth REIT common shareholders — diluted

 

$

(221,299

)

$

6,045

 

$

(186,711

)

$

30,478

 

 

 

 

 

 

 

 

 

 

 

FFO available for CommonWealth REIT common shareholders

 

$

53,490

 

$

68,066

 

$

207,573

 

$

208,470

 

Add - Series D convertible preferred distributions

 

6,167

 

6,167

 

18,501

 

18,501

 

FFO available for CommonWealth REIT common shareholders — diluted

 

$

59,657

 

$

74,233

 

$

226,074

 

$

226,971

 

 

 

 

 

 

 

 

 

 

 

Normalized FFO available for CommonWealth REIT common shareholders

 

$

67,252

 

$

69,317

 

$

225,722

 

$

215,087

 

Add - Series D convertible preferred distributions

 

6,167

 

6,167

 

18,501

 

18,501

 

Normalized FFO available for CommonWealth REIT common shareholders — diluted

 

$

73,419

 

$

75,484

 

$

244,223

 

$

233,588

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — basic

 

118,328

 

83,745

 

110,353

 

83,731

 

Effect of dilutive Series D preferred shares

 

7,298

 

7,298

 

7,298

 

7,298

 

Weighted average common shares outstanding — diluted

 

125,626

 

91,043

 

117,651

 

91,029

 

 

9



 

CommonWealth REIT

Calculation of Property Net Operating Income (NOI) and Cash Basis NOI

(amounts in thousands)

(unaudited)

 

 

 

Quarter Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Calculation of NOI and Cash Basis NOI:(1)

 

 

 

 

 

 

 

 

 

Rental income

 

$

201,741

 

$

226,802

 

$

699,207

 

$

662,587

 

Operating expenses

 

(94,632

)

(92,005

)

(287,650

)

(265,227

)

Property net operating income (NOI)

 

107,109

 

134,797

 

411,557

 

397,360

 

Non cash straight line rent adjustments

 

(6,679

)

(11,752

)

(26,944

)

(31,064

)

Lease value amortization

 

2,207

 

2,306

 

7,061

 

6,970

 

Lease termination fees

 

(434

)

(1,242

)

(1,737

)

(3,226

)

Cash Basis NOI

 

$

102,203

 

$

124,109

 

$

389,937

 

$

370,040

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Cash Basis NOI to Net (Loss) Income:

 

 

 

 

 

 

 

 

 

Cash Basis NOI

 

$

102,203

 

$

124,109

 

$

389,937

 

$

370,040

 

Non cash straight line rent adjustments

 

6,679

 

11,752

 

26,944

 

31,064

 

Lease value amortization

 

(2,207

)

(2,306

)

(7,061

)

(6,970

)

Lease termination fees

 

434

 

1,242

 

1,737

 

3,226

 

Property NOI

 

107,109

 

134,797

 

411,557

 

397,360

 

Depreciation and amortization

 

(52,150

)

(52,353

)

(169,930

)

(154,623

)

General and administrative

 

(25,069

)

(12,565

)

(61,445

)

(34,190

)

Acquisition related costs

 

436

 

(1,066

)

(337

)

(5,002

)

Operating income

 

30,326

 

68,813

 

179,845

 

203,545

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

227

 

399

 

931

 

1,020

 

Interest expense

 

(39,359

)

(50,736

)

(134,824

)

(148,924

)

Loss on early extinguishment of debt

 

 

(220

)

(60,027

)

(287

)

Equity in earnings of investees

 

10,492

 

2,868

 

14,913

 

8,655

 

Gain on sale of equity investment

 

 

 

66,293

 

 

Income from continuing operations before income tax expense

 

1,686

 

21,124

 

67,131

 

64,009

 

Income tax expense

 

(785

)

(1,322

)

(2,527

)

(1,906

)

Income from continuing operations

 

901

 

19,802

 

64,604

 

62,103

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations

 

(28

)

774

 

4,390

 

4,891

 

Loss on asset impairment from discontinued operations

 

(217,080

)

 

(225,615

)

 

Loss on early extinguishment of debt from discontinued operations

 

 

 

 

(1,608

)

Net gain on sale of properties from discontinued operations

 

 

1,689

 

3,359

 

2,039

 

(Loss) income before gain on sale of properties

 

(216,207

)

22,265

 

(153,262

)

67,425

 

Gain on sale of properties

 

 

 

1,596

 

 

Net (loss) income

 

$

(216,207

)

$

22,265

 

$

(151,666

)

$

67,425

 

 


(1)         CWH calculates NOI on a GAAP and cash basis as shown above.  CWH defines NOI as income from CWH’s real estate including lease termination fees received from tenants less CWH’s property operating expenses, which expenses include property marketing costs.  NOI excludes amortization of capitalized tenant improvement costs and leasing commissions.  CWH defines Cash Basis NOI as NOI less non cash straight line rent adjustments, lease value amortization and lease termination fees.  CWH considers NOI and Cash Basis NOI to be appropriate supplemental measures to net (loss) income because they may help both investors and management to understand the operations of CWH’s properties.  CWH uses NOI and Cash Basis NOI internally to evaluate individual, regional and company wide property level performance, and CWH believes that NOI and Cash Basis NOI provide useful information to investors regarding CWH’s results of operations because they reflect only those income and expense items that are incurred at the property level and may facilitate comparisons of CWH’s operating performance between periods and with other REITs.  The calculation of NOI and Cash Basis NOI exclude certain components of net (loss) income in order to provide results that are more closely related to CWH’s properties’ results of operations.  NOI and Cash Basis NOI do not represent cash generated by operating activities in accordance with GAAP, and should not be considered as alternatives to net (loss) income, net (loss) income attributable to CommonWealth REIT, net (loss) income available for CommonWealth REIT common shareholders, operating income or cash flow from operating activities, determined in accordance with GAAP, or as indicators of CWH’s financial performance or liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of CWH’s needs.  These measures should be considered in conjunction with net (loss) income, net (loss) income attributable to CommonWealth REIT, net (loss) income available for CommonWealth REIT common shareholders, operating income and cash flow from operating activities as presented in CWH’s Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive (Loss) Income and Condensed Consolidated Statements of Cash Flows.  Other REITs and real estate companies may calculate NOI and Cash Basis NOI differently than CWH does.

 

10



 

CommonWealth REIT

Condensed Consolidated Balance Sheets

(amounts in thousands, except share data)

(unaudited)

 

 

 

September 30,

 

December 31,

 

 

 

2013

 

2012

 

ASSETS

 

 

 

 

 

Real estate properties:

 

 

 

 

 

Land

 

$

740,613

 

$

1,531,416

 

Buildings and improvements

 

4,890,457

 

6,297,993

 

 

 

5,631,070

 

7,829,409

 

Accumulated depreciation

 

(874,032

)

(1,007,606

)

 

 

4,757,038

 

6,821,803

 

Properties held for sale

 

678,250

 

171,832

 

Acquired real estate leases, net

 

272,381

 

427,756

 

Equity investments

 

517,254

 

184,711

 

Cash and cash equivalents

 

165,990

 

102,219

 

Restricted cash

 

17,443

 

16,626

 

Rents receivable, net of allowance for doubtful accounts of $7,750 and $9,962, respectively

 

218,301

 

253,394

 

Other assets, net

 

195,330

 

211,293

 

Total assets

 

$

6,821,987

 

$

8,189,634

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Revolving credit facility

 

$

235,000

 

$

297,000

 

SIR revolving credit facility

 

 

95,000

 

Senior unsecured debt, net

 

1,954,701

 

2,972,994

 

Mortgage notes payable, net

 

925,120

 

984,827

 

Liabilities related to properties held for sale

 

30,322

 

2,339

 

Accounts payable and accrued expenses

 

169,498

 

194,184

 

Assumed real estate lease obligations, net

 

38,087

 

69,304

 

Rent collected in advance

 

29,220

 

35,700

 

Security deposits

 

12,442

 

23,860

 

Due to related persons

 

6,564

 

12,958

 

Total liabilities

 

3,400,954

 

4,688,166

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Shareholder’s equity attributable to CommonWealth REIT:

 

 

 

 

 

Preferred shares of beneficial interest, $0.01 par value:

 

 

 

 

 

50,000,000 shares authorized;

 

 

 

 

 

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

 

Series E preferred shares; 7 1/4% cumulative redeemable on or after May 15, 2016; 11,000,000 shares issued and outstanding, aggregate liquidation preference $275,000

 

265,391

 

265,391

 

Common shares of beneficial interest, $0.01 par value:

 

 

 

 

 

350,000,000 shares authorized; 118,387,518 and 83,804,068 shares issued and outstanding, respectively

 

1,184

 

838

 

Additional paid in capital

 

4,213,472

 

3,585,400

 

Cumulative net income

 

2,215,141

 

2,386,900

 

Cumulative other comprehensive (loss) income

 

(26,930

)

565

 

Cumulative common distributions

 

(3,052,675

)

(2,972,569

)

Cumulative preferred distributions

 

(562,820

)

(529,367

)

Total shareholders’ equity attributable to CommonWealth REIT

 

3,421,033

 

3,105,428

 

Noncontrolling interest in consolidated subsidiary

 

 

396,040

 

Total shareholders’ equity

 

3,421,033

 

3,501,468

 

Total liabilities and shareholders’ equity

 

$

6,821,987

 

$

8,189,634

 

 

(END)

 

11