Asset Sales Year-to-Date of $1.9 Billion
Same Property
Portfolio 91.9% Leased
Third Quarter Leasing Activity of
1.4 Million Square Feet
CHICAGO--(BUSINESS WIRE)--
Equity Commonwealth (NYSE: EQC) today reported financial results for the
quarter ended September 30, 2015. All per share results are reported on
a diluted basis.
Results for the quarter ended September 30, 2015
Funds from Operations (FFO), as defined by the National Association of
Real Estate Investment Trusts, for the quarter ended September 30, 2015,
were $24.2 million, or $0.19 per share. This compares to diluted FFO for
the quarter ended September 30, 2014 of $209.2 million, or $1.59 per
share. The decrease in FFO during the third quarter 2015 was largely due
to the company’s sale of its equity interest in Select Income REIT in
2014.
Normalized FFO was $46.4 million, or $0.36 per share. This compares to
Normalized FFO for the quarter ended September 30, 2014 of $57.3
million, or $0.44 per share. The following items impacted Normalized FFO
per share for the quarter ended September 30, 2015 compared to the
corresponding 2014 period:
-
approximately ($0.22) per share from properties sold as part of the
company’s previously announced repositioning plan;
-
approximately $0.08 per share from lower interest expense; and
-
approximately $0.07 per share from lower recurring general &
administrative expense.
Normalized FFO begins with FFO and eliminates certain items that, by
their nature, are not comparable from period to period, non-cash items,
and items that tend to obscure the company’s operating performance.
Definitions of FFO and Normalized FFO and reconciliations to net income,
determined in accordance with U.S. generally accepted accounting
principles, or GAAP, are included at the end of this press release.
Net income attributable to common shareholders was $23.5 million, or
$0.18 per share, for the quarter ended September 30, 2015. This compares
to diluted net income attributable to common shareholders of $151.8
million, or $1.16 per share, for the quarter ended September 30, 2014.
The weighted average number of diluted common shares outstanding for FFO
and net income attributable to common shareholders for the quarter ended
September 30, 2015 was 129,878,396 shares, compared to 131,243,445 for
the quarter ended September 30, 2014. The weighted average number of
diluted common shares outstanding for Normalized FFO for the quarter
ended September 30, 2015 was 129,878,396 shares, compared to 128,880,196
for the quarter ended September 30, 2014.
Operating Highlights
As of September 30, 2015, the company’s same property portfolio
consisted of 67 properties comprising 25.3 million square feet, which
excluded seven held for sale properties. For the quarter ended September
30, 2015, operating results were as follows:
-
The same property portfolio was 91.9% leased, compared to 91.7% as of
June 30, 2015, and 90.6% as of September 30, 2014.
-
The company entered into leases for approximately 1,384,000 square
feet, including renewal leases for approximately 955,000 square feet
and new leases for approximately 429,000 square feet.
-
Same property cash NOI decreased 1.0% when compared to the same period
in 2014, largely the result of a $1.7 million non-recurring charge
taken for a parking tax matter.
-
Same property NOI decreased 1.2% when compared to the same period in
2014, largely the result of $2.8 million of non-recurring charges.
-
Cash rental rates on new and renewal leases were 3.2% higher compared
to prior cash rental rates for the same space.
-
GAAP rental rates on new and renewal leases were 9.1% higher compared
to prior GAAP rental rates for the same space.
The definitions and reconciliations of same property NOI and same
property cash NOI to operating income, determined in accordance with
GAAP, are included at the end of this press release. Same property NOI
and same property cash NOI include properties continuously owned from
July 1, 2014 through September 30, 2015 and exclude properties owned
during this period that are designated as held for sale.
Significant Events
-
During the quarter, the company sold 14 properties totaling 5.5
million square feet for a gross sales price of $636.9 million.
Proceeds were $472.1 million following credits for contractual lease
costs and $147.2 million of mortgage debt repayments, including
prepayment costs.
-
On August 24, 2015, the company announced the Board of Trustees
authorized the repurchase of up to $100 million of its common shares.
An additional $100 million of common share repurchases were authorized
on September 14, 2015. During the quarter, the company repurchased
3,410,300 of its common shares at an average price of $25.76 per share
for a total investment of $87.8 million.
Subsequent Events
-
In October 2015, the company closed on the sale of the seven held for
sale office properties totaling 1.3 million square feet for a gross
sales price of $131.2 million, including:
-
A 643,000 square foot four-property portfolio in Georgia for $48.6
million;
-
A 260,000 square foot property in Albuquerque, NM for $34.3
million;
-
A 241,000 square foot property in Tucson, AZ for $32.0 million; and
-
A 121,000 square foot property in Memphis, TN for $16.3 million.
Disposition Update
The company continues to pursue its previously announced plan to sell up
to $3 billion of assets, creating capacity for future opportunities.
Year-to-date, the company has sold $1.9 billion of assets at a weighted
average cap rate in the low-to-mid 7% range. The company has 5
properties totaling over 2 million square feet in various stages of
marketing for sale. The company is in the midst of a significant
transition, focused on executing the disposition program and improving
the performance of its properties.
Earnings Conference Call & Supplemental Data
Equity Commonwealth will host a conference call to discuss third quarter
results on Thursday, November 5, 2015, at 9:00 am Central Time. The
conference call will be available via live audio webcast on the Investor
Relations section of the company’s website (www.eqcre.com).
A replay of the audio webcast will also be available following the call.
A copy of EQC’s Third Quarter 2015 Supplemental Operating and Financial
Data is available for download on the Investor Relations section of
EQC’s website at www.eqcre.com.
About Equity Commonwealth
Equity Commonwealth (NYSE: EQC) is an internally managed and
self-advised real estate investment trust (REIT) with commercial office
properties throughout the United States. EQC has a portfolio comprising
67 properties and 25.3 million square feet with executive offices in
Chicago, IL.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this press release constitute
forward-looking statements within the meaning of the federal securities
laws, including, but not limited to, statements regarding share
repurchases, marketing the company’s properties for sale, consummating
asset sales, identifying future investment opportunities, strengthening
the balance sheet and improving property performance. Any
forward-looking statements contained in this press release are intended
to be made pursuant to the safe harbor provisions of Section 21E of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements relate to expectations, beliefs, projections, future plans
and strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts. In some cases, you can
identify forward-looking statements by the use of forward-looking
terminology such as “may,” “will,” “should,” “expects,” “intends,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” or
“potential” or the negative of these words and phrases or similar words
or phrases which are predictions of or indicate future events or trends
and which do not relate solely to historical matters. You can also
identify forward-looking statements by discussions of strategy, plans or
intentions.
The forward-looking statements contained in this press release reflect
the company’s current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and changes
in circumstances that may cause the company’s actual results to differ
significantly from those expressed in any forward-looking statement. We
do not guarantee that the transactions and events described will happen
as described (or that they will happen at all).
While forward-looking statements reflect the company’s good faith
beliefs, they are not guarantees of future performance. We disclaim any
obligation to publicly update or revise any forward-looking statement to
reflect changes in underlying assumptions or factors, of new
information, data or methods, future events or other changes. For a
further discussion of these and other factors that could cause the
company’s future results to differ materially from any forward-looking
statements, see the section entitled “Risk Factors” in the company’s
most recent Annual Report on Form 10-K and in the company’s Quarterly
Reports on Form 10-Q for subsequent quarters.
|
|
| CONDENSED CONSOLIDATED BALANCE SHEETS |
(amounts in thousands, except share data) |
|
|
|
|
|
| September 30, 2015 |
| December 31, 2014 |
| ASSETS |
|
|
|
|
|
Real estate properties:
| | |
| |
|
Land
| |
$
|
413,281
| | |
$
|
714,238
| |
|
Buildings and improvements
| |
3,559,060
|
| |
5,014,205
|
|
| |
3,972,341
| | |
5,728,443
| |
|
Accumulated depreciation
| |
(884,183
|
)
| |
(1,030,445
|
)
|
| |
3,088,158
| | |
4,697,998
| |
|
Properties held for sale
| |
112,150
| | |
—
| |
|
Acquired real estate leases, net
| |
99,017
| | |
198,287
| |
|
Cash and cash equivalents
| |
1,649,162
| | |
364,516
| |
|
Restricted cash
| |
28,463
| | |
32,257
| |
|
Rents receivable, net of allowance for doubtful accounts of $9,281
and $6,565, respectively
| |
184,679
| | |
248,101
| |
|
Other assets, net
|
|
162,614
|
|
|
220,480
|
|
| Total assets |
| $ | 5,324,243 |
|
| $ | 5,761,639 |
|
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
Revolving credit facility
| |
$
|
—
| | |
$
|
—
| |
|
Senior unsecured debt, net
| |
1,460,360
| | |
1,598,416
| |
|
Mortgage notes payable, net
| |
367,713
| | |
609,249
| |
|
Liabilities related to properties held for sale
| |
1,909
| | |
—
| |
|
Accounts payable and accrued expenses
| |
121,697
| | |
162,204
| |
|
Assumed real estate lease obligations, net
| |
4,890
| | |
26,784
| |
|
Rent collected in advance
| |
29,744
| | |
31,359
| |
|
Security deposits
|
|
10,722
|
|
|
14,044
|
|
| Total liabilities |
| $ | 1,997,035 |
|
| $ | 2,442,056 |
|
| | | |
|
|
Shareholders’ equity:
| | | | |
|
Preferred shares of beneficial interest, $0.01 par value: 50,000,000
shares authorized;
| | | | |
|
Series D preferred shares; 6 1/2% cumulative convertible; 4,915,196
and 4,915,497 shares issued and outstanding, respectively, aggregate
liquidation preference of $122,880 and $122,887, respectively
| |
$
|
119,263
| | |
$
|
119,266
| |
|
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; 126,349,914 and 129,607,279 shares issued and
outstanding, respectively
| |
1,263
| | |
1,296
| |
|
Additional paid in capital
| |
4,410,951
| | |
4,487,133
| |
|
Cumulative net income
| |
2,290,564
| | |
2,233,852
| |
|
Cumulative other comprehensive loss
| |
(5,142
|
)
| |
(53,216
|
)
|
|
Cumulative common distributions
| |
(3,111,868
|
)
| |
(3,111,868
|
)
|
|
Cumulative preferred distributions
|
|
(643,214
|
)
|
|
(622,271
|
)
|
| Total shareholders’ equity |
| $ | 3,327,208 |
|
| $ | 3,319,583 |
|
| Total liabilities and shareholders’ equity |
| $ | 5,324,243 |
|
| $ | 5,761,639 |
|
|
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
(amounts in thousands, except per share data) |
|
|
|
|
|
| | Three Months Ended |
| Nine Months Ended |
| | September 30, | | September 30, |
| | 2015 |
| 2014 |
| 2015 |
| 2014 |
|
Revenues
| | |
| | | |
| |
|
Rental income(1) | |
$
|
125,459
| | |
$
|
174,216
| | |
$
|
457,128
| | |
$
|
518,663
| |
|
Tenant reimbursements and other income
|
|
33,749
|
|
|
42,379
|
|
|
118,829
|
|
|
130,386
|
|
| Total revenues |
| $ | 159,208 |
|
| $ | 216,595 |
|
| $ | 575,957 |
|
| $ | 649,049 |
|
| | | | | | | |
|
|
Expenses:
| | | | | | | | |
|
Operating expenses
| |
$
|
73,571
| | |
$
|
99,392
| | |
$
|
261,128
| | |
$
|
293,824
| |
|
Depreciation and amortization
| |
40,522
| | |
57,213
| | |
156,858
| | |
168,693
| |
|
General and administrative
| |
16,249
| | |
47,450
| | |
43,718
| | |
96,395
| |
|
Loss on asset impairment
| |
—
| | |
—
| | |
17,162
| | |
17,922
| |
|
Acquisition related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
| Total expenses |
| $ | 130,342 |
|
| $ | 204,055 |
|
| $ | 478,866 |
|
| $ | 576,839 |
|
|
|
|
|
|
|
|
|
|
|
| Operating income |
| $ | 28,866 |
|
| $ | 12,540 |
|
| $ | 97,091 |
|
| $ | 72,210 |
|
| | | | | | | |
|
|
Interest and other income
| |
637
| | |
406
| | |
4,813
| | |
1,071
| |
|
Interest expense (including net amortization of debt discounts,
premiums and deferred financing fees of $171, $(91), $23, and
$(700), respectively)
| |
(25,111
|
)
| |
(35,245
|
)
| |
(82,926
|
)
| |
(111,079
|
)
|
|
(Loss) gain on early extinguishment of debt
| |
(3,887
|
)
| |
6,699
| | |
6,111
| | |
6,699
| |
|
Gain on sale of equity investment
| |
—
| | |
171,754
| | |
—
| | |
171,721
| |
|
Gain on issuance of shares by an equity investee
| |
—
| | |
—
| | |
—
| | |
17,020
| |
|
Foreign currency exchange loss
| |
(9,809
|
)
| |
—
| | |
(8,953
|
)
| |
—
| |
|
Gain on sale of properties
| |
39,793
|
| |
—
|
|
|
42,953
|
| |
—
|
|
|
Income from continuing operations before income taxes and equity in
earnings of investees
| |
30,489
| | |
156,154
| | |
59,089
| | |
157,642
| |
|
Income tax expense
| |
(23
|
)
| |
(703
|
)
| |
(2,377
|
)
| |
(2,166
|
)
|
|
Equity in earnings of investees
| |
—
|
| |
1,072
|
|
|
—
|
| |
24,460
|
|
|
Income from continuing operations
| |
30,466
| | |
156,523
| | |
56,712
| | |
179,936
| |
|
Discontinued operations:
| | | | | | | | |
|
Income from discontinued operations (1) | |
—
| | |
95
| | |
—
| | |
8,220
| |
|
Gain (loss) on asset impairment from discontinued operations
| |
—
| | |
122
| | |
—
| | |
(2,238
|
)
|
|
Loss on early extinguishment of debt from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,345
|
)
|
| Net income |
| $ | 30,466 |
|
| $ | 156,740 |
|
| $ | 56,712 |
|
| $ | 182,573 |
|
|
Preferred distributions
| |
(6,981
|
)
| |
(6,981
|
)
| |
(20,943
|
)
| |
(25,114
|
)
|
|
Excess fair value of consideration over carrying value of preferred
shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,205
|
)
|
| Net income attributable to Equity Commonwealth common shareholders |
| $ | 23,485 |
|
| $ | 149,759 |
|
| $ | 35,769 |
|
| $ | 141,254 |
|
|
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
(amounts in thousands, except per share data) |
|
|
|
|
|
| | Three Months Ended |
| Nine Months Ended |
| | September 30, | | September 30, |
| | 2015 |
| 2014 |
| 2015 |
| 2014 |
|
Amounts attributable to Equity Commonwealth common shareholders:
| | |
| | | |
| |
|
Income from continuing operations
| |
$
|
23,485
| | |
$
|
149,542
| | |
$
|
35,769
| | |
$
|
138,617
| |
|
Income from discontinued operations
| |
—
| | |
95
| | |
—
| | |
8,220
| |
|
Gain (loss) on asset impairment from discontinued operations
| |
—
| | |
122
| | |
—
| | |
(2,238
|
)
|
|
Loss on early extinguishment of debt from discontinued operations
| |
—
|
| |
—
|
|
|
—
|
| |
(3,345
|
)
|
|
Net income
| |
$
|
23,485
|
| |
$
|
149,759
|
|
|
$
|
35,769
|
| |
$
|
141,254
|
|
| | | | | | | |
|
|
Weighted average common shares outstanding — basic
| |
128,739
|
| |
128,880
|
|
|
129,386
|
| |
123,736
|
|
|
Weighted average common shares outstanding — diluted (2) | |
129,878
|
| |
131,243
|
|
|
130,093
|
| |
123,736
|
|
| | | | | | | |
|
|
Basic earnings per common share attributable to Equity Commonwealth
common shareholders:
| | | | | | | | |
|
Income from continuing operations
| |
$
|
0.18
|
| |
$
|
1.16
|
|
|
$
|
0.28
|
| |
$
|
1.12
|
|
|
Income from discontinued operations
| |
$
|
—
|
| |
$
|
—
|
|
|
$
|
—
|
| |
$
|
0.02
|
|
|
Net income
| |
$
|
0.18
|
| |
$
|
1.16
|
|
|
$
|
0.28
|
| |
$
|
1.14
|
|
|
Diluted earnings per common share attributable to Equity
Commonwealth common shareholders:
| | | | | | | | |
|
Income from continuing operations
| |
$
|
0.18
|
| |
$
|
1.16
|
| |
$
|
0.27
|
| |
$
|
1.12
|
|
|
Income from discontinued operations
| |
$
|
—
|
| |
$
|
—
|
| |
$
|
—
|
| |
$
|
0.02
|
|
|
Net income (2) | |
$
|
0.18
|
| |
$
|
1.16
|
| |
$
|
0.27
|
| |
$
|
1.14
|
|
|
(1)
|
|
Rental income and income from discontinued operations include
non-cash straight line rent adjustments, and non-cash amortization
of intangible lease assets and liabilities.
|
|
(2)
| |
The series D preferred shares were dilutive for earnings per common
share attributable to Equity Commonwealth common shareholders for
the three months ended September 30, 2014. The numerator used to
calculate earnings per common share attributable to Equity
Commonwealth common shareholders per diluted share for the three
months ended September 30, 2014 is $151,757, which excludes the
series D preferred distribution for the same period. The series D
preferred shares are anti-dilutive for all other periods presented.
1,139 common shares (1,139 and 707 common shares on a weighted
average basis for the three and nine months ended September 30,
2015, respectively) would be issued to the RSU holders if the
market-based vesting component of the RSUs was measured as of
September 30, 2015. No RSUs had been issued as of September 30, 2014.
|
|
|
| CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO |
| (amounts in thousands, except per share data) |
|
|
|
|
|
| | Three Months Ended |
| Nine Months Ended |
| | September 30, | | September 30, |
|
|
| 2015 |
| 2014 |
| 2015 |
| 2014 |
| Calculation of FFO |
|
|
|
|
|
|
|
|
|
Net income
| |
$
|
30,466
| |
|
$
|
156,740
| | |
$
|
56,712
| |
|
$
|
182,573
| |
|
Depreciation and amortization
| |
40,522
| | |
57,213
| | |
156,858
| | |
168,693
| |
|
Loss on asset impairment from continuing operations
| |
—
| | |
—
| | |
17,162
| | |
17,922
| |
|
(Gain) loss on asset impairment from discontinued operations
| |
—
| | |
(122
|
)
| |
—
| | |
2,238
| |
|
FFO from equity investees
| |
—
| | |
1,456
| | |
—
| | |
33,007
| |
|
Gain on sale of properties
| |
(39,793
|
)
| |
—
| | |
(42,953
|
)
| |
—
| |
|
Equity in earnings of investees
| |
—
|
| |
(1,072
|
)
|
|
—
|
| |
(24,460
|
)
|
|
FFO attributable to Equity Commonwealth | |
31,195
| | |
214,215
| | |
187,779
| | |
379,973
| |
|
Preferred distributions
|
|
(6,981
|
)
|
|
(6,981
|
)
|
|
(20,943
|
)
|
|
(25,114
|
)
|
| FFO attributable to EQC Common Shareholders |
| $ | 24,214 |
|
| $ | 207,234 |
|
| $ | 166,836 |
|
| $ | 354,859 |
|
|
|
|
|
|
|
|
|
|
|
| Calculation of Normalized FFO |
|
|
|
|
|
|
|
|
|
FFO attributable to EQC common shareholders
| |
$
|
24,214
| | |
$
|
207,234
| | |
$
|
166,836
| | |
$
|
354,859
| |
|
Recurring adjustments:
| | | | | | | | |
|
Lease value amortization
| |
2,766
| | |
2,099
| | |
6,033
| | |
8,517
| |
|
Straight line rent adjustments from continuing operations
| |
(1,901
|
)
| |
(3,197
|
)
| |
(3,584
|
)
| |
(10,172
|
)
|
|
Straight line rent adjustments from discontinued operations
| |
—
| | |
—
| | |
—
| | |
(226
|
)
|
|
Loss (gain) on early extinguishment of debt from continuing
operations
| |
3,887
| | |
(6,699
|
)
| |
(6,111
|
)
| |
(6,699
|
)
|
|
Loss on early extinguishment of debt from discontinued operations
| |
—
| | |
—
| | |
—
| | |
3,345
| |
|
Minimum cash rent from direct financing lease (1) | |
2,032
| | |
2,032
| | |
6,096
| | |
6,096
| |
|
Gain on sale of equity investments
| |
—
| | |
(171,754
|
)
| |
—
| | |
(171,721
|
)
|
|
Gain on issuance of shares by an equity investee
| |
—
| | |
—
| | |
—
| | |
(17,020
|
)
|
|
Interest earned from direct financing lease
| |
(96
|
)
| |
(186
|
)
| |
(356
|
)
| |
(623
|
)
|
|
Normalized FFO from equity investees, net of FFO
| |
—
| | |
—
| | |
—
| | |
(3,353
|
)
|
|
Other items which affect comparability:
| | | | | | | | |
|
Shareholder litigation and transition related expenses (2) | |
5,474
| | |
27,777
| | |
8,731
| | |
36,582
| |
|
Transition services fee
| |
198
| | |
—
| | |
2,613
| | |
—
| |
|
Acquisition related costs
| |
—
| | |
—
| | |
—
| | |
5
| |
|
Gain on sale of securities
| |
—
| | |
—
| | |
(3,080
|
)
| |
—
| |
|
Foreign currency exchange loss
|
|
9,809
|
|
|
—
|
|
|
8,953
|
|
|
—
|
|
| Normalized FFO attributable to EQC Common Shareholders |
| $ | 46,383 |
|
| $ | 57,306 |
|
| $ | 186,131 |
|
| $ | 199,590 |
|
| | | | | | | |
|
|
Weighted average common shares outstanding -- basic
| |
128,739
|
| |
128,880
|
| |
129,386
|
| |
123,736
|
|
|
Weighted average common shares outstanding -- diluted FFO (3) | |
129,878
|
| |
131,243
|
| |
130,093
|
| |
123,736
|
|
|
Weighted average common shares outstanding -- diluted Normalized FFO (3) | |
129,878
|
| |
128,880
|
| |
130,093
|
| |
123,736
|
|
|
FFO attributable to EQC common shareholders per share -- basic
| |
$
|
0.19
|
| |
$
|
1.61
|
| |
$
|
1.29
|
| |
$
|
2.87
|
|
|
FFO attributable to EQC common shareholders per share -- diluted(3) | |
$
|
0.19
|
| |
$
|
1.59
|
| |
$
|
1.28
|
| |
$
|
2.87
|
|
|
Normalized FFO attributable to EQC common shareholders per share --
basic
| |
$
|
0.36
|
| |
$
|
0.44
|
| |
$
|
1.44
|
| |
$
|
1.61
|
|
|
Normalized FFO attributable to EQC common shareholders per share --
diluted (3) | |
$
|
0.36
|
| |
$
|
0.44
|
| |
$
|
1.43
|
| |
$
|
1.61
|
|
|
(1)
|
|
Contractual cash payments (including management fees) from one
tenant at Arizona Center for the three and nine months ended
September 30, 2015 and 2014 were $2,032 and $6,096, respectively.
These payments will decrease to approximately $515 per year
beginning in 2016. Our calculation of Normalized FFO reflects the
cash payments received from this tenant. The terms of this tenant's
lease require us to classify the lease as a direct financing (or
capital) lease. As such, the revenue recognized on a GAAP basis
within our condensed consolidated statements of operations was $104
and $194 for the three months ended September 30, 2015 and 2014, and
$379 and $645 for the nine months ended September 30, 2015 and 2014,
respectively. This direct financing lease has an expiration date in
2045.
|
|
(2)
| |
Shareholder litigation and transition related expenses within
general and administrative for the three and nine months ended
September 30, 2015 includes $4.6 million and $6.9 million,
respectively, for the change in the fair value of the
shareholder-approved liability for the reimbursement of expenses
incurred by Related/Corvex since February 2013 in connection with
their consent solicitations to remove the former Trustees, elect the
new Board of Trustees and engage in related litigation. On August 4,
2015, we reimbursed $8.4 million to Related/Corvex under the terms
of the shareholder-approved agreement. An additional $8.4 million
will be reimbursed only if the average closing price of our common
shares is at least $26.00 (as adjusted for any share splits or share
dividends) from August 1, 2015 through July 31, 2016. As of
September 30, 2015, the fair value of this liability is $5.2 million.
|
|
(3)
| |
The series D preferred shares were dilutive for FFO attributable to
EQC common shareholders for the three months ended September 30,
2014. The numerator used to calculate FFO attributable to EQC common
shareholders per diluted share for the three months ended September
30, 2014 is $209,232, which excludes the series D preferred
distribution for the same period. The series D preferred shares are
anti-dilutive for all other periods and per share measures
presented. 1,139 common shares (1,139 and 707 common shares on a
weighted average basis for the three and nine months ended September
30, 2015, respectively) would be issued to the RSU holders if the
market-based vesting component of the RSUs was measured as of
September 30, 2015. No RSUs had been issued as of September 30, 2014.
|
|
|
|
We compute FFO in accordance with standards established by the
National Association of Real Estate Investment Trusts (NAREIT).
NAREIT defines FFO as net income (loss), calculated in accordance
with GAAP, excluding real estate depreciation and amortization,
gains (or losses) from sales of depreciable property, impairment of
depreciable real estate, and our portion of these items related to
equity investees and noncontrolling interests. Our calculation of
Normalized FFO differs from NAREIT’s definition of FFO because we
exclude certain items that we view as nonrecurring or impacting
comparability from period to period. We consider FFO and Normalized
FFO to be appropriate measures of operating performance for a REIT,
along with net income, net income attributable to Equity
Commonwealth common shareholders, operating income and cash flow
from operating activities.
|
|
|
|
We believe 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 our operating performance between periods
and with other REITs. FFO and Normalized FFO are among the factors
considered by our Board of Trustees when determining the amount of
distributions to our shareholders. 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 income, net
income attributable to Equity Commonwealth common shareholders,
operating income or cash flow from operating activities, determined
in accordance with GAAP, or as indicators of our financial
performance or liquidity, nor are these measures necessarily
indicative of sufficient cash flow to fund all of our needs. These
measures should be considered in conjunction with net income, net
income attributable to Equity Commonwealth common shareholders,
operating income and cash flow from operating activities as
presented in our condensed consolidated statements of operations,
condensed consolidated statements of comprehensive income and
condensed consolidated statements of cash flows. Other REITs and
real estate companies may calculate FFO and Normalized FFO
differently than we do.
|
|
|
| CALCULATION OF SAME PROPERTY NET OPERATING INCOME (NOI) AND SAME
PROPERTY CASH BASIS NOI |
| (amounts in thousands) |
|
|
|
|
|
| | For the Three Months Ended |
| For the Nine Months Ended |
| | September 30, | | September 30, |
| | 2015 |
| 2014 |
| 2015 |
| 2014 |
| Calculation of Same Property NOI and Same Property Cash Basis NOI | | |
| | | |
| |
|
Rental income
| |
$
|
125,459
| | |
$
|
174,216
| | |
$
|
457,128
| | |
$
|
518,663
| |
|
Tenant reimbursements and other income
| |
33,749
| | |
42,379
| | |
118,829
| | |
130,386
| |
|
Operating expenses
|
|
(73,571
|
)
|
|
(99,392
|
)
|
|
(261,128
|
)
|
|
(293,824
|
)
|
| NOI |
| $ | 85,637 |
|
| $ | 117,203 |
|
| $ | 314,829 |
|
| $ | 355,225 |
|
|
Straight line rent adjustments
| |
(1,901
|
)
| |
(3,197
|
)
| |
(3,584
|
)
| |
(10,172
|
)
|
|
Lease value amortization
| |
2,766
| | |
2,099
| | |
6,033
| | |
8,517
| |
|
Lease termination fees
|
|
(1,759
|
)
|
|
(1,534
|
)
|
|
(7,875
|
)
|
|
(3,272
|
)
|
| Cash Basis NOI |
| $ | 84,743 |
|
| $ | 114,571 |
|
| $ | 309,403 |
|
| $ | 350,298 |
|
|
Cash Basis NOI from non-same properties (1) |
|
(6,560
|
)
|
|
(35,576
|
)
|
|
(64,594
|
)
|
|
(107,432
|
)
|
| Same Property Cash Basis NOI |
| $ | 78,183 |
|
| $ | 78,995 |
|
| $ | 244,809 |
|
| $ | 242,866 |
|
|
Non-cash rental and termination income from same properties
|
|
454
|
|
|
625
|
|
|
(1,135
|
)
|
|
(2,270
|
)
|
| Same Property NOI |
| $ | 78,637 |
|
| $ | 79,620 |
|
| $ | 243,674 |
|
| $ | 240,596 |
|
| | | | | | | |
|
| Reconciliation of Same Property NOI to GAAP Operating Income |
|
|
|
|
|
|
|
|
| Same Property NOI |
| $ | 78,637 |
|
| $ | 79,620 |
|
| $ | 243,674 |
|
| $ | 240,596 |
|
|
Non-cash rental and termination income from same properties
|
|
(454
|
)
|
|
(625
|
)
|
|
1,135
|
|
|
2,270
|
|
| Same Property Cash Basis NOI |
| $ | 78,183 |
|
| $ | 78,995 |
|
| $ | 244,809 |
|
| $ | 242,866 |
|
|
Cash Basis NOI from non-same properties (1) |
|
6,560
|
|
|
35,576
|
|
|
64,594
|
|
|
107,432
|
|
| Cash Basis NOI |
| $ | 84,743 |
|
| $ | 114,571 |
|
| $ | 309,403 |
|
| $ | 350,298 |
|
|
Straight line rent adjustments
| |
1,901
| | |
3,197
| | |
3,584
| | |
10,172
| |
|
Lease value amortization
| |
(2,766
|
)
| |
(2,099
|
)
| |
(6,033
|
)
| |
(8,517
|
)
|
|
Lease termination fees
|
|
1,759
|
|
|
1,534
|
|
|
7,875
|
|
|
3,272
|
|
| NOI |
| $ | 85,637 |
|
| $ | 117,203 |
|
| $ | 314,829 |
|
| $ | 355,225 |
|
|
Depreciation and amortization
| |
(40,522
|
)
| |
(57,213
|
)
| |
(156,858
|
)
| |
(168,693
|
)
|
|
General and administrative
| |
(16,249
|
)
| |
(47,450
|
)
| |
(43,718
|
)
| |
(96,395
|
)
|
|
Loss on asset impairment
| |
—
| | |
—
| | |
(17,162
|
)
| |
(17,922
|
)
|
|
Acquisition related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
| Operating Income |
| $ | 28,866 |
|
| $ | 12,540 |
|
| $ | 97,091 |
|
| $ | 72,210 |
|
|
(1)
|
|
Cash Basis NOI from non-same properties for all periods presented
includes the operations of properties disposed or classified as held
for sale during 2015.
|
|
|
|
NOI is total revenues minus operating expenses. Cash Basis NOI is
NOI excluding the effects of straight line rent adjustments, lease
value amortization, and lease termination fees. The quarter-to-date
same property versions of these measures include the results of
properties continuously owned from July 1, 2014 through September
30, 2015. The year-to-date same property versions of these measures
include the results of properties continuously owned from January 1,
2014 through September 30, 2015. Discontinued operations and
properties classified as held for sale are excluded from same
property results.
|
|
|
|
We consider these measures to be appropriate supplemental measures
to net income because they may help both investors and management to
understand the operations of our properties. We use these measures
internally to evaluate individual, regional and combined property
level performance, and we believe that they provide useful
information to investors regarding our results of operations because
they reflect only those income and expense items that are incurred
at the property level and may facilitate comparisons of our
operating performance between periods and with other REITs. These
measures do not represent cash generated by operating activities in
accordance with GAAP and should not be considered as an alternative
to net income, net income attributable to Equity Commonwealth common
shareholders, operating income or cash flow from operating
activities, determined in accordance with GAAP, or as indicators of
our financial performance or liquidity, nor are these measures
necessarily indicative of sufficient cash flow to fund all of our
needs. These measures should be considered in conjunction with net
income, net income attributable to Equity Commonwealth common
shareholders, operating income and cash flow from operating
activities as presented in our condensed consolidated statements of
operations, condensed consolidated statements of comprehensive
income and condensed consolidated statements of cash flows. Other
REITs and real estate companies may calculate these measures
differently than we do.
|
|
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20151104006790/en/
Equity Commonwealth
Sarah Byrnes, Investor Relations
(312)
646-2801
www.eqcre.com
Source: Equity Commonwealth