Equity Commonwealth (NYSE: EQC) today reported financial results
for the quarter ended March 31, 2015. All per share results are
reported on a fully diluted basis.
Results for the quarter ended March 31, 2015
Funds from Operations (FFO), as defined by the National
Association of Real Estate Investment Trusts, for the quarter ended
March 31, 2015 were $65.4 million, or $0.50 per share. This
compares to FFO for the quarter ended March 31, 2014 of $60.5
million, or $0.51 per share.
Normalized FFO was $72.0 million, or $0.55 per share. This
compares to Normalized FFO for the quarter ended March 31, 2014 of
$61.0 million, or $0.51 per share. The following items impacted
Normalized FFO per share for the quarter ended March 31, 2015
compared to the corresponding 2014 period:
- approximately ($0.10) per share due to
the company’s sale of its entire interest in Select Income REIT
(SIR) in 2014;
- approximately ($0.02) per share from
properties sold;
- a net impact of approximately ($0.01)
per share due to dilution from the conversion of series D preferred
shares to common shares;
- approximately $0.08 per share from
lower general & administrative (G&A) expense, excluding
shareholder litigation and transition expenses;
- approximately $0.06 per share from
lower interest expense; and
- approximately $0.02 per share from
higher same property cash net operating income (NOI), which was
largely due to lower operating expenses.
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 $6.6 million,
or $0.05 per share, for the quarter ended March 31, 2015. This
compares to net income attributable to common shareholders of $9.3
million, or $0.08 per share for the quarter ended March 31,
2014.
The weighted average number of diluted common shares outstanding
for the quarter ended March 31, 2015 was 129,873,801 shares,
compared to 118,399,846 for the quarter ended March 31, 2014.
Operating Highlights
As of March 31, 2014, the company’s portfolio consisted of 154
properties comprising 42.8 million square feet. For the quarter
ended March 31, 2015, operating results were as follows:
- Same property cash NOI increased 2.5%
when compared to the same period in 2014, largely due to lower
operating expenses that resulted from property tax refunds.
- Same property NOI decreased 1.0% when
compared to the same period in 2014.
- The same property portfolio was 85.9%
leased, compared to 85.9% as of December 31, 2014, and 86.6% as of
March 31, 2014.
- The company entered into leases for
approximately 1,478,000 square feet, including new leases for
approximately 720,000 square feet and lease renewals for
approximately 758,000 square feet.
- The company signed a new 260,000 square
foot 13-year lease for the headquarters space of Baxter’s
bioscience spin-off, Baxalta, at 1200 Lakeside Drive in
Bannockburn, IL.
- Cash rental rates on new and renewal
leases were flat compared to prior cash rental rates for the same
space.
- GAAP rental rates on new and renewal
leases were approximately 5.6% higher than 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 January 1, 2014 through March
31, 2015. Same property NOI and same property cash NOI exclude
amounts related to the settlement of outstanding assets and
liabilities of previously disposed properties that are reflected in
the company’s consolidated results.
Significant Events for the quarter ended March 31,
2015
- The company entered into a new $1.15
billion Credit Agreement that reduced the interest rate and
extended the term of the company’s unsecured revolving credit
facility and term loan. The Credit Agreement is comprised of a $750
million revolving credit facility, a $200 million five-year term
loan, and a $200 million seven-year term loan.
- The company sold three buildings
totaling 167,000 square feet for gross sales proceeds of $21.2
million, resulting in a gain on sale of $5.9 million.
- The company’s compensation committee
approved the grant of equity awards “2014 LTIP Awards” for fiscal
year 2014 performance pursuant to the Company’s previously
disclosed long-term incentive program. Pursuant to GAAP, the 2014
LTIP Awards have an aggregate value of $13.3 million, which will be
amortized into earnings over the four-year plan period.
Subsequent Events
- In April, the company entered into
several contracts to sell 52 properties, representing over 8
million square feet, in various portfolio and single asset
transactions. Proceeds are anticipated to total approximately $750
million. These transactions are projected to close in the
second and third quarter of 2015 but are subject to customary
closing conditions. There is no certainty that these conditions
will be met or that these transactions will close.
- On May 1, 2015, the company redeemed
the $138.8 million outstanding 5.75% senior unsecured notes due
November 1, 2015. The notes were redeemed in cash at a price of
100% of the principal amount of the notes plus accrued and unpaid
interest, up to, but excluding, the redemption date.
Disposition Update
The company continues to pursue its previously announced plan to
sell $2 to $3 billion of assets through 2017, creating capacity for
future opportunities as they arise. In addition to the 52
properties under contract, the company has 32 properties
representing over 9 million square feet being marketed for sale.
The company continues to focus on strengthening its balance sheet
and improving the performance of its properties.
Earnings Conference Call & Supplemental Data
Equity Commonwealth will host a conference call on Thursday, May
7, 2015, at 9:00 a.m. Central Daylight Time to discuss first
quarter 2015 results. The conference call will be available via
live audio webcast on the Investor Relations section of the
company’s website (www.eqcre.com). In addition, a replay of the
audio webcast will be available on the Investor Relations section
of the company’s website.
A copy of EQC’s First 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). EQC is one of the
largest commercial office REITs in the United States, with a
national portfolio of 154 properties comprising 42.8 million square
feet and 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 marketing the company’s properties for sale, de-levering
the balance sheet, consummating asset sales, and identifying future
investment opportunities. 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)
March 31, 2015
December 31, 2014 ASSETS
Real estate properties: Land $ 705,222 $ 714,238 Buildings
and improvements 4,994,374 5,014,205 5,699,596
5,728,443 Accumulated depreciation (1,066,369 ) (1,030,445 )
4,633,227 4,697,998 Acquired real estate leases, net 184,894
198,287 Cash and cash equivalents 421,736 364,516 Restricted cash
33,349 32,257 Rents receivable, net of allowance for doubtful
accounts of $8,110 and $6,565, respectively 249,408 248,101 Other
assets, net 211,682 220,480
Total
assets $ 5,734,296 $
5,761,639
LIABILITIES AND SHAREHOLDERS’ EQUITY
Revolving credit facility $ — $ — Senior unsecured debt, net
1,598,652 1,598,416 Mortgage notes payable, net 606,423 609,249
Accounts payable and accrued expenses 149,009 162,204 Assumed real
estate lease obligations, net 24,220 26,784 Rent collected in
advance 30,719 31,359 Security deposits 14,095
14,044
Total liabilities $
2,423,118 $ 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; 129,733,742 and 129,607,279
shares issued and outstanding, respectively 1,297 1,296 Additional
paid in capital 4,491,093 4,487,133 Cumulative net income 2,247,482
2,233,852 Cumulative other comprehensive loss (72,228 ) (53,216 )
Cumulative common distributions (3,111,868 ) (3,111,868 )
Cumulative preferred distributions (629,252 )
(622,271 )
Total shareholders’ equity $
3,311,178 $ 3,319,583
Total liabilities and shareholders’ equity $
5,734,296 $ 5,761,639
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(amounts in thousands, except per share
data)
For the Three Months Ended March 31,
2015 2014 Revenues Rental income(1) $
167,972 $ 172,040 Tenant reimbursements and other income
45,083 45,220
Total revenues
$ 213,055 $ 217,260
Expenses: Operating expenses $ 97,871 $ 101,731
Depreciation and amortization 62,699 51,649 General and
administrative 16,558 24,848 Loss (reversal of loss) on asset
impairment 1,904 (4,761 ) Acquisition related costs —
5
Total expenses $
179,032 $ 173,472
Operating income $
34,023 $ 43,788
Interest and other income 3,448 384 Interest expense (including net
amortization of debt discounts, premiums and deferred financing
fees of $29 and $(309), respectively) (29,842 ) (37,935 ) Loss on
early extinguishment of debt (428 ) — Gain on issuance of shares by
an equity investee — 109 Gain on sale of properties 5,868 —
Income from continuing operations before income taxes and
equity in earnings of investees 13,069 6,346 Income tax benefit
(expense) 561 (555 ) Equity in earnings of investees —
10,934 Income from continuing operations 13,630 16,725
Discontinued operations: Income from discontinued operations —
4,011 Loss on asset impairment from discontinued operations
— (288 )
Net income $
13,630 $ 20,448 Preferred
distributions (6,981 ) (11,151 )
Net income
attributable to Equity Commonwealth common shareholders
$ 6,649 $ 9,297
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(amounts in thousands, except per share
data)
For the Three Months Ended March 31,
2015 2014 Amounts attributable to Equity
Commonwealth common shareholders: Income from continuing
operations $ 6,649 $ 5,574 Income from discontinued operations —
4,011 Loss on asset impairment from discontinued operations —
(288 ) Net income $ 6,649 $ 9,297
Weighted average common shares outstanding — basic (2) 129,696
118,400 Weighted average common shares outstanding —
diluted (2) 129,874 118,400 Basic and diluted
earnings per common share attributable to Equity Commonwealth
common shareholders: Income from continuing operations $ 0.05
$ 0.05 Income from discontinued operations $ —
$ 0.03 Net income $ 0.05 $ 0.08 (1)
We report rental income on a straight line basis over the
terms of the respective leases; rental income and income from
discontinued operations include non-cash straight line rent
adjustments. Rental income and income from discontinued operations
also included non-cash amortization of intangible lease assets and
liabilities. (2) As of March 31, 2015, we had 4,915 series D
preferred shares outstanding that were convertible into 2,363 of
our common shares, which were anti-dilutive for earnings per common
share attributable to EQC common shareholders for all periods
presented. 254 common shares (178 common shares on a weighted
average basis) would be issued to the RSU holders if the
market-based vesting component of the RSUs was measured as of March
31, 2015. No RSUs had been issued as of March 31, 2014.
CALCULATION OF FUNDS FROM OPERATIONS
(FFO) AND NORMALIZED FFO
(amounts in thousands)
For the Three Months Ended March
31, 2015 2014
Calculation of FFO
Net income $ 13,630 $ 20,448 Plus: Depreciation and
amortization 62,699 51,649 Loss on asset impairment from
discontinued operations — 288 FFO from equity investees — 14,940
Less: Loss (reversal of loss) on asset impairment from continuing
operations (1) 1,904 (4,761 ) Gain on sale of properties (5,868 ) —
Equity in earnings of investees — (10,934 ) FFO attributable
to Equity Commonwealth 72,365 71,630 Less: Preferred
distributions (6,981 ) (11,151 )
FFO
attributable to EQC Common Shareholders $
65,384 $ 60,479
Calculation of Normalized FFO
FFO attributable to EQC common shareholders $ 65,384 $ 60,479
Recurring adjustments: Lease value amortization 1,474 2,252
Straight line rent from continuing operations 181 (5,896 ) Straight
line rent from discontinued operations — (81 ) Loss on early
extinguishment of debt 428 — Minimum cash rent from direct
financing lease (2) 2,032 2,032 Gain on issuance of shares by an
equity investee — (109 ) Interest earned from direct financing
lease (141 ) (229 ) Normalized FFO from equity investees, net of
FFO — (1,399 ) Other items which affect comparability: Shareholder
litigation and transition related expenses (3) 3,472 3,913
Transition services fee 2,235 — Acquisition related costs — 5
Gain on sale of securities (3,080 ) —
Normalized FFO attributable to EQC Common
Shareholders $ 71,985
$ 60,967 Weighted average common shares
outstanding -- basic 129,696 118,400 Weighted average
common shares outstanding -- diluted (4) 129,874
118,400 FFO attributable to EQC common shareholders per
share -- basic & diluted (4) $ 0.50 $ 0.51
Normalized FFO attributable to EQC common shareholders per share --
basic (4) $ 0.56 $ 0.51 Normalized FFO attributable
to EQC common shareholders per share -- diluted (4) $ 0.55 $
0.51 (1) During the three months ended March 31,
2015, we recorded an impairment charge of $1.9 million related to
12655 Olive Boulevard and 1285 Fern Ridge Parkway, based upon
updated market information in accordance with our impairment
analysis procedures. In 2014, we ceased to actively market
properties which we had previously classified as held for sale.
These properties were reclassified to properties held and used in
operations because they no longer met the requirements for
classification as held for sale. In connection with this
reclassification, we reversed previously recorded impairment losses
totaling $4.8 million, which includes the elimination of estimated
costs to sell. (2) Contractual cash payments (including
management fees) from one tenant at Arizona Center for the three
months ended March 31, 2015 and 2014 were $2,032. 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 $141 and $229 for the
three months ended March 31, 2015 and 2014, respectively. This
direct financing lease has an expiration date in 2045. (3)
Refer to the Additional Income Statement Information for a
discussion of expenses related to the shareholder-approved
Related/Corvex consent solicitation liability. (4) As of
March 31, 2015, we had 4,915 series D preferred shares outstanding
that were convertible into 2,363 of our common shares, which were
anti-dilutive for FFO and Normalized FFO per common share for all
periods presented. 254 common shares (178 common shares on a
weighted average basis) would be issued to the RSU holders if the
market-based vesting component of the RSUs was measured as of March
31, 2015. No RSUs had been issued as of March 31, 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. Normalized FFO
begins with FFO and excludes lease value amortization, straight
line rent, gains and losses on early extinguishment of debt, gains
and losses on the sale of equity investments, gains and losses on
the issuance of shares by an equity investee, shareholder
litigation and transition-related expenses, acquisition related
costs, interest earned from a direct financing lease, gain on sale
of securities, and our portion of these items related to equity
investees and noncontrolling interests. Normalized FFO also
includes the minimum cash rent from a direct financing lease. 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, net income attributable to EQC
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 EQC 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 EQC 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 (loss) 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 March 31,
2015 2014 Calculation of Same Property NOI
and Same Property Cash Basis NOI (1):
Rental income $ 167,972 $ 172,040 Tenant reimbursements and other
income 45,083 45,220 Operating expenses (97,871 )
(101,731 )
NOI $ 115,184
$ 115,529 Straight line rent 181 (5,896 )
Lease value amortization 1,474 2,252 Lease termination fees
(1,949 ) (593 )
Cash Basis NOI $
114,890 $ 111,292 Cash
Basis NOI from non-same properties (2) (1,200 ) (397
)
Same Property Cash Basis NOI $
113,690 $ 110,895
Non-cash rental and termination income from same properties
321 4,236
Same Property NOI
$ 114,011 $ 115,131
Reconciliation of Same Property NOI to GAAP
Operating Income Same Property
NOI $ 114,011 $
115,131 Non-cash rental and termination income from
same properties (321 ) (4,236 )
Same Property Cash
Basis NOI $ 113,690 $
110,895 Cash Basis NOI from non-same properties (2)
1,200 397
Cash Basis NOI
$ 114,890 $ 111,292
Straight line rent (181 ) 5,896 Lease value amortization
(1,474 ) (2,252 ) Lease termination fees 1,949
593
NOI $ 115,184
$ 115,529 Depreciation and amortization
(62,699 ) (51,649 ) General and administrative (16,558 ) (24,848 )
(Loss) reversal of loss on asset impairment (1,904 ) 4,761
Acquisition related costs — (5 )
Operating
Income $ 34,023 $
43,788 (1) Properties sold and
properties classified as discontinued operations are excluded. Same
property results include properties continuously owned from January
1, 2014 through March 31, 2015. Amounts related to the settlement
of outstanding assets and liabilities of previously-disposed
properties that are reflected in our consolidated results are
excluded from same property results. (2) Cash Basis NOI from
non-same properties for the three months ended March 31, 2015
includes real estate tax refunds related to previously-disposed
properties of $1.0 million. Cash Basis NOI from non-same properties
for all periods presented includes the settlement of outstanding
assets and liabilities of previously-disposed properties. We
define NOI as income from our real estate including lease
termination fees received from tenants less our property operating
expenses, which expenses include property marketing costs. NOI
excludes amortization of capitalized tenant improvement costs and
leasing commissions. We define Cash Basis NOI as NOI less non cash
straight line rent adjustments, lease value amortization and lease
termination fees. We consider NOI and Cash Basis NOI 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 NOI and Cash Basis NOI internally to
evaluate individual, regional and combined property level
performance, and we believe that NOI and Cash Basis NOI 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. The
calculations of NOI and Cash Basis NOI exclude certain components
of net income in order to provide results that are more closely
related to our 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 income, net income attributable to Equity
Commonwealth, net income attributable to EQC 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, net income attributable
to EQC 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 (loss) and condensed consolidated statements
of cash flows. Other REITs and real estate companies may calculate
NOI and Cash Basis NOI differently than we do.
Equity CommonwealthSarah Byrnes, Investor Relations(312)
646-2801www.eqcre.com
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