Attached files
file | filename |
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EX-99.2 - EX-99.2 PDF - Equity Commonwealth | a13-23589_1ex99d2.pdf |
8-K - 8-K - Equity Commonwealth | a13-23589_18k.htm |
Exhibit 99.1
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 CWHs 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 CWHs 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 CWHs financial statements because beginning in July 2013 we owned less than 50% of SIR. We now account for CWHs ownership in SIR under the equity method pursuant to GAAP accounting rules. Also, to help investors better understand our results of operations and because SIRs operating results are no longer consolidated into CWHs 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, CWHs 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 CWHs 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 CWHs 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.
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 CWHs 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, CWHs 22,000,000 common shares of SIR represented more than 50% of SIRs outstanding common shares and SIRs financial position and results of operations were consolidated in CWHs 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 SIRs financial position and results of operations for periods prior to July 2, 2013, when SIR was CWHs consolidated subsidiary.
For further information about SIR and its subsidiaries, please see SIRs periodic reports and other filings with the SEC, which are available at the SECs website at www.sec.gov. References in this press release to SIRs filings with the SEC are included to identify the source of SIR information only, and the information in SIRs filings with the SEC is not incorporated by reference into this press release.
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 CWHs website, which is located at www.cwhreit.com. Participants wanting to access the webcast should visit CWHs website about five minutes before the call. The archived webcast will be available for replay on CWHs website for about one week after the call.
The transcription, recording and retransmission in any way of CWHs third quarter conference call are strictly prohibited without the prior written consent of CWH.
Supplemental Data:
A copy of CWHs Third Quarter 2013 Supplemental Operating and Financial Data is available for download at CWHs website, www.cwhreit.com. CWHs 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 CWHs operating results and financial condition, for an explanation of CWHs 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 CWHs calculation of NOI and Cash Basis NOI and for a reconciliation of net (loss) income to that non-GAAP amount.
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 CWHS 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 CWHS 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 CWHS 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 CWHS ENTIRE BOARD OF TRUSTEES HAS BEEN REMOVED AS A RESULT OF THE CORVEX/RELATED CONSENT SOLICITATION COULD CAUSE SEVERAL ADVERSE CONSEQUENCES TO CWHS CONTINUED OPERATIONS, INCLUDING: (I) DEFAULT OF CWHS REVOLVING CREDIT FACILITY AND TERM LOAN AGREEMENTS PERMITTING CWHS LENDERS TO ACCELERATE REPAYMENTS, (II) ACTIVATION OF DILUTIVE EQUITY CONVERSION RIGHTS UNDER CWHS SERIES D CUMULATIVE CONVERTIBLE PREFERRED SHARES, (III) POSSIBLE DEFAULTS OF CERTAIN MORTGAGE DEBT OBLIGATIONS, (IV) POSSIBLE CROSS DEFAULTS OF CWHS OTHER DEBT OBLIGATIONS INCLUDING CWHS APPROXIMATELY $1.5 BILLION OF UNSECURED NOTES, AND (V) CWHS FAILURE TO MEET NYSE AND SEC REQUIREMENTS TO ALLOW CWHS 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 CWHS 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 CWHS REVOLVING CREDIT FACILITY AND TERM LOAN AGREEMENTS AT PAR VALUE TO PREVENT THE ACCELERATION OF SUCH LOANS. HOWEVER, WAIVERS OF DEFAULTS UNDER CWHS REVOLVING CREDIT FACILITY AND TERM LOAN AGREEMENTS REQUIRE THE APPROVAL OF TWO THIRDS OF CWHS LENDERS BY AMOUNT. CWH CANNOT GUARANTEE THAT CORVEX/RELATED WILL BE SUCCESSFUL IN BUYING ANY OF CWHS 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
· 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 CWHS PROPERTIES MAY BE CHALLENGED IN THE EVENT THAT THE ARBITRATION PANEL DETERMINES THAT THE CORVEX/RELATED CONSENT SOLICITATION IS LEGALLY EFFECTIVE AND CWHS 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 CWHS FILINGS WITH THE SEC, INCLUDING UNDER THE CAPTION RISK FACTORS IN CWHS PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM CWHS FORWARD LOOKING STATEMENTS. CWHS FILINGS WITH THE SEC ARE AVAILABLE ON THE SECS 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.
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 |
|
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 |
|
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. CWHs calculation of Normalized FFO differs from NAREITs 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 CWHs 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 CWHs operating performance between periods and between CWH and other REITs. FFO and Normalized FFO are among the factors considered by CWHs Board of Trustees when determining the amount of distributions to CWHs shareholders. Other factors include, but are not limited to, requirements to maintain CWHs status as a REIT, limitations in CWHs revolving credit facility and term loan agreement and public debt covenants, the availability of debt and equity capital to CWH, CWHs cash available for distribution, CWHs expectation of its future capital requirements and operating performance, and CWHs 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 CWHs financial performance or liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of CWHs 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 CWHs 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, CWHs 15,180 outstanding series D cumulative convertible preferred shares were convertible into 7,298 common shares and the effect of a conversion of CWHs 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 CWHs 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 |
|
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 CWHs real estate including lease termination fees received from tenants less CWHs 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 CWHs 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 CWHs results of operations because they reflect only those income and expense items that are incurred at the property level and may facilitate comparisons of CWHs 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 CWHs 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 CWHs financial performance or liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of CWHs 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 CWHs 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.
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: |
|
|
|
|
| ||
Shareholders 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)