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| [February 25, 2013] |
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CommonWealth REIT Announces 2012 Fourth Quarter and Year End Results
NEWTON, Mass. --(Business Wire)--
CommonWealth REIT (NYSE: CWH) today announced financial results for the
quarter and year ended December 31, 2012.
Results for the Quarter Ended December 31, 2012:
Normalized funds from operations, or Normalized FFO, available for
CommonWealth REIT common shareholders for the quarter ended December 31,
2012 was $68.7 million, or $0.82 per share basic and diluted, compared
to Normalized FFO available for CommonWealth REIT common shareholders
for the quarter ended December 31, 2011 of $63.8 million, or $0.76 per
share basic and diluted.
Net (loss) income available for CommonWealth REIT common shareholders
was ($163.9) million for the quarter ended December 31, 2012, compared
to $1.1 million 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 December 31, 2012 and 2011 was
($1.96) and $0.01, respectively. Net loss for the quarter ended December
31, 2012 includes a loss on asset impairment of $168.6 million, or $2.01
per share, partially offset by a gain of $7.2 million, or $0.09 per
share, from the issuance of shares by an equity investee.
The weighted average number of basic and diluted common shares
outstanding was 83,804,068 and 91,102,233, respectively, for the quarter
ended December 31, 2012, and 83,721,736 and 91,019,901, respectively,
for the quarter ended December 31, 2011.
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 December 31, 2012 and
2011 appears later in this press release.
Results for the Year Ended December 31, 2012:
Normalized FFO available for CommonWealth REIT common shareholders for
the year ended December 31, 2012 was $283.8 million, or $3.39 per share
basic and diluted, compared to Normalized FFO available for CommonWealth
REIT common shareholders for the year ended December 31, 2011 of $261.6
million, or $3.38 per share basic and diluted.
Net (loss) income available for CommonWealth REIT common shareholders
was ($152.0) million for the year ended December 31, 2012, compared to
$63.0 million for the same period last year. Net (loss) income available
for CommonWealth REIT common shareholders per share, basic and diluted
(EPS), for the years ended December 31, 2012 and 2011 was ($1.81) and
$0.81, respectively. Net loss for the year ended December 31, 2012
includes a loss on asset impairment of $168.6 million, or $2.01 per
share, partially offset by gains of $7.2 million, or $0.09 per share,
from the issuance of shares by an equity investee and $2.0 million, or
$0.02 per share, from gain on the sale of properties. Net income for the
year ended December 31, 2011 includes gains of $42.8 million, or $0.55
per share, from the sale of properties and $11.2 million, or $0.14 per
share, from the issuance of shares by an equity investee, partially
offset by a loss on asset impairment totaling $10.4 million, or $0.13
per share.
The weighted average number of basic and diluted common shares
outstanding was 83,749,644 and 91,047,809, respectively, for the year
ended December 31, 2012, and 77,428,210 and 84,726,375, respectively,
for the year ended December 31, 2011.
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 years ended December 31, 2012 and 2011
appears later in this press release.
Occupancy and Leasing Results:
As of December 31, 2012, 90.0% of CWH's total square feet from
continuing operations was leased, compared to 89.6% as of December 31,
2011 and 89.5% as of September 30, 2012.
CWH entered into lease renewals for 2,200,000 square feet and new leases
for 758,000 square feet during the quarter ended December 31, 2012 which
had weighted average rental rates that were 5% above prior rents for the
same space. The weighted average lease terms for leases entered into
during the fourth quarter of 2012 were 7.0 years. Commitments for tenant
improvements, leasing commission costs and concessions for leases
entered into during the quarter ended December 31, 2012 totaled $1.94
per square foot per year of lease term on average.
Recent Acquisition and Sales Activities:
Since the announcement of 2012 third quarter results on November 7,
2012, CWH has not acquired or entered into any agreements to purchase
properties (excluding transactions by Select Income REIT, or SIR, CWH's
majority owned consolidated subsidiary).
During 2012, CWH sold three properties with a combined 298,762 square
feet for a total of $11.7 million, excluding closing costs. In addition,
as of December 31, 2012, 94 properties with a combined 6,673,851 square
feet located throughout the United States were either listed or in the
process of being listed for sale with third party brokers. After
December 31, 2012, CWH sold 18 of these properties with a combined
1,060,026 square feet for a total of $10.3 million, excluding closing
costs. As of today, CWH also has two properties with a combined 675,250
square feet under agreement to sell for a total of $5.1 million,
excluding closing costs. CWH expects to sell these two properties and
the remaining properties listed for sale during 2013; however, no
assurance can be given that any of the properties will be sold in that
time period or at all.
As of December 31, 2012, the 94 properties that were either listed or in
the process of being listed for sale were reclassified to discontinued
operations, and CWH recorded asset impairment charges totaling $168.6
million relating to these properties. As of December 31, 2012, these 94
properties were 26.5% leased for a weighted average term of 2.5 years
(based on annualized rental income) and generated a $1.2 million net
operating loss during the year ended December 31, 2012. As of December
31, 2012, these 94 properties had a combined net book value of
approximately $333.0 million (before $168.6 million of impairment
charges).
Recent Financing Activities:
In December 2012, CWH repaid at maturity $57.0 million of its floating
rate term debt using borrowings under its revolving credit facility.
Also in December 2012, CWH's majority owned consolidated subsidiary,
SIR, completed a public offering of 8,050,000 of its common shares
(including 1,050,000 common shares sold pursuant to the underwriters'
option to purchase additional shares) for gross proceeds (before
deducting underwriters' discounts and estimated expenses) of $193.2
million. SIR owns substantially all of CWH's consolidated commercial and
industrial properties located in Oahu, HI, as well as 38 suburban office
and industrial properties located throughout the mainland United States.
After this offering, CWH continues to own 22,000,000, or approximately
56.0%, of SIR's common shares.
Presentation:
Unless otherwise noted, the amounts reported above are on a consolidated
basis and, as such, include the results of CWH's consolidated
subsidiary, SIR, including the effect of SIR's minority interests since
March 2012, when SIR became a public company with common shares
registered under the Securities Exchange Act of 1934, as amended. For
further information about SIR and its subsidiaries, please see SIR's
periodic reports and other filings with the Securities and Exchange
Commission, or the SEC, which are available at the SEC's website at
www.sec.gov. References in this press release to SIR's filings with the
SEC are included to identify the source of SIR information only, and the
information in SIR's filings with the SEC is not incorporated by
reference into this press release.
Conference Call:
Later today, at 10:00 a.m. Eastern Time, Adam Portnoy, President and
Managing Trustee, and John Popeo, Chief Financial Officer, will host a
conference call to present the financial results for the quarter and
year ended December 31, 2012. The conference call will not have a
question and answer period. A replay, if any, will be announced at a
future time.
The conference call telephone number is (800) 230-1096. Participants
calling from outside the United States and Canada should dial (612)
332-0725. No pass code is necessary to access either call. Participants
should dial in about 15 minutes prior to the scheduled start of the call.
The transcription, recording and retransmission in any way of CWH's
fourth quarter conference call is strictly prohibited without the prior
written consent of CWH.
Supplemental Data:
A copy of CWH's Fourth Quarter 2012 Supplemental Operating and Financial
Data is available for download at CWH's website, www.cwhreit.com. CWH's
website is not incorporated as part of this press release.
CommonWealth REIT is a real estate investment trust 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
our operating results and financial condition and for an explanation of
our calculation of FFO and Normalized FFO.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER CWH USES
WORDS SUCH AS "BELIEVE", "EXPECT", "ANTICIPATE", "INTEND", "PLAN",
"ESTIMATE" OR SIMILAR EXPRESSIONS, CWH IS MAKING FORWARD LOOKING
STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON CWH'S
PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS
ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THESE FORWARD LOOKING
STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:
-
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 INTENDS TO SELL IN 2013 THE
REMAINING PROPERTIES NOT ALREADY SOLD THAT WERE RECLASSIFIED TO
DISCONTINUED OPERATIONS AS OF DECEMBER 31, 2012. HOWEVER, CWH MAY BE
UNABLE TO SELL SOME OR ALL OF THESE PROPERTIES IN 2013 OR EVER.
THE INFORMATION CONTAINED IN CWH'S FILINGS WITH THE SEC, INCLUDING UNDER
THE CAPTION "RISK FACTORS" IN CWH'S PERIODIC REPORTS, OR INCORPORATED
THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES
FROM CWH'S FORWARD LOOKING STATEMENTS. CWH'S FILINGS WITH THE SEC ARE
AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, CWH DOES NOT INTEND TO UPDATE OR CHANGE ANY
FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS
OR OTHERWISE.
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CommonWealth REIT
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Consolidated Statements of Operations, Funds from Operations and
Normalized Funds from Operations
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(amounts in thousands)
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(unaudited)
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Quarter Ended December 31,
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Year Ended December 31,
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2012
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2011
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2012
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2011
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Rental income
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$
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264,692
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$
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233,528
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$
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1,013,092
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$
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874,232
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Expenses:
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Operating expenses
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113,421
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99,342
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419,681
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363,464
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Depreciation and amortization
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66,950
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56,809
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245,729
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206,697
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General and administrative
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13,738
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11,711
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51,697
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43,682
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Loss on asset impairment
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-
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(233
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)
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-
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3,036
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Acquisition related costs
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646
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351
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5,648
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10,073
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Total expenses
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194,755
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167,980
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722,755
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626,952
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Operating income
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69,937
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|
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65,548
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290,337
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247,280
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Interest and other income
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384
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|
|
323
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|
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1,428
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|
|
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1,662
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Interest expense (including net amortization of debt discounts,
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premiums and deferred financing fees of $653, $1,476,
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$3,405 and $6,943, respectively)
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(53,763
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)
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(49,987
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)
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(204,244
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)
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(195,024
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)
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Loss on early extinguishment of debt
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-
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(345
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)
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(1,895
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)
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(35
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)
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Equity in earnings of investees
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2,765
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|
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2,987
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|
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11,420
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|
|
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11,377
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Gain on issuance of shares by an equity investee
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7,246
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-
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7,246
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|
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11,177
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Income from continuing operations before income tax expense
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26,569
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18,526
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104,292
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|
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76,437
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Income tax expense
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(1,301
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)
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(604
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)
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(3,207
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)
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(1,347
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)
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Income from continuing operations
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25,268
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17,922
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101,085
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75,090
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Discontinued operations:
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Loss from discontinued operations
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(3,906
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)
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(2,887
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)
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(14,337
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)
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(539
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)
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Loss on asset impairment from discontinued operations
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(168,632
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)
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(1,341
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)
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(168,632
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)
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(7,319
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)
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Net gain on sale of properties from discontinued operations
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-
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1,179
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2,039
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42,752
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Net (loss) income
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(147,270
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)
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14,873
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(79,845
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)
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109,984
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Net income attributable to noncontrolling interest in consolidated
subsidiary
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(5,514
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)
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-
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(15,576
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)
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-
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Net (loss) income attributable to CommonWealth REIT
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(152,784
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)
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14,873
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(95,421
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)
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109,984
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Preferred distributions
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(11,151
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)
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(13,823
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)
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(51,552
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)
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(46,985
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)
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Excess redemption price paid over carrying value of preferred shares
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-
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-
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(4,985
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)
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-
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Net (loss) income available for CommonWealth REIT common shareholders
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$
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(163,935
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)
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$
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1,050
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$
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(151,958
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)
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$
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62,999
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Amounts attributable to CommonWealth REIT common shareholders:
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Income from continuing operations
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$
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8,603
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$
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4,099
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$
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28,972
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|
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$
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28,105
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Loss from discontinued operations
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(3,906
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)
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|
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(2,887
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)
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|
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(14,337
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)
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|
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(539
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)
|
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Loss on asset impairment from discontinued operations
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|
|
|
|
(168,632
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)
|
|
|
(1,341
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)
|
|
|
(168,632
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)
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|
|
(7,319
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)
|
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Net gain on sale of properties from discontinued operations
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|
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-
|
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|
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1,179
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|
|
|
2,039
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|
|
|
42,752
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|
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Net (loss) income
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$
|
(163,935
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)
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$
|
1,050
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|
|
$
|
(151,958
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)
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$
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62,999
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CommonWealth REIT
|
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Consolidated Statements of Operations, Funds from Operations and
Normalized Funds from Operations (continued)
|
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(amounts in thousands, except per share data)
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(unaudited)
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Quarter Ended December 31,
|
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Year Ended December 31,
|
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|
|
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|
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2012
|
|
|
2011
|
|
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2012
|
|
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2011
|
|
|
Calculation of FFO:(1)
|
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Net (loss) income attributable to CommonWealth REIT
|
|
|
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$
|
(152,784
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)
|
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$
|
14,873
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|
|
$
|
(95,421
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)
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$
|
109,984
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|
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Plus:
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|
depreciation and amortization from continuing operations
|
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|
|
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66,950
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|
|
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56,809
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|
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245,729
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|
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206,697
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Plus:
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depreciation and amortization from discontinued operations
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|
|
|
3,002
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|
|
|
2,807
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|
|
|
12,563
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|
|
|
16,458
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|
Plus:
|
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|
loss on asset impairment from continuing operations
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|
|
|
-
|
|
|
|
(233
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)
|
|
|
-
|
|
|
|
3,036
|
|
|
Plus:
|
|
|
loss on asset impairment from discontinued operations
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|
|
|
|
168,632
|
|
|
|
1,341
|
|
|
|
168,632
|
|
|
|
7,319
|
|
|
Plus:
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|
FFO from investees
|
|
|
|
|
5,313
|
|
|
|
5,419
|
|
|
|
21,383
|
|
|
|
19,895
|
|
|
Plus:
|
|
|
net income attributable to noncontrolling interest
|
|
|
|
|
5,514
|
|
|
|
-
|
|
|
|
15,576
|
|
|
|
-
|
|
|
Less:
|
|
|
FFO attributable to noncontrolling interest
|
|
|
|
|
(7,149
|
)
|
|
|
-
|
|
|
|
(19,419
|
)
|
|
|
-
|
|
|
Less:
|
|
|
net gain on sale of properties from discontinued operations
|
|
|
|
|
-
|
|
|
|
(1,179
|
)
|
|
|
(2,039
|
)
|
|
|
(42,752
|
)
|
|
Less:
|
|
|
equity in earnings of investees
|
|
|
|
|
(2,765
|
)
|
|
|
(2,987
|
)
|
|
|
(11,420
|
)
|
|
|
(11,377
|
)
|
|
FFO attributable to CommonWealth REIT
|
|
|
|
|
86,713
|
|
|
|
76,850
|
|
|
|
335,584
|
|
|
|
309,260
|
|
|
Less:
|
|
|
preferred distributions
|
|
|
|
|
(11,151
|
)
|
|
|
(13,823
|
)
|
|
|
(51,552
|
)
|
|
|
(46,985
|
)
|
|
FFO available for CommonWealth REIT common shareholders
|
|
|
|
$
|
75,562
|
|
|
$
|
63,027
|
|
|
$
|
284,032
|
|
|
$
|
262,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculation of Normalized FFO:(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO attributable to CommonWealth REIT
|
|
|
|
$
|
86,713
|
|
|
$
|
76,850
|
|
|
$
|
335,584
|
|
|
$
|
309,260
|
|
|
Plus:
|
|
|
acquisition related costs from continuing operations
|
|
|
|
|
646
|
|
|
|
351
|
|
|
|
5,648
|
|
|
|
10,073
|
|
|
Plus:
|
|
|
acquisition related costs from discontinued operations
|
|
|
|
|
-
|
|
|
|
(19
|
)
|
|
|
-
|
|
|
|
129
|
|
|
Plus:
|
|
|
normalized FFO from investees
|
|
|
|
|
5,417
|
|
|
|
5,559
|
|
|
|
21,710
|
|
|
|
20,734
|
|
|
Plus:
|
|
|
loss on early extinguishment of debt from continuing operations
|
|
|
|
|
-
|
|
|
|
345
|
|
|
|
1,895
|
|
|
|
35
|
|
|
Less:
|
|
|
early extinguishment of debt settled in cash
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(232
|
)
|
|
Plus:
|
|
|
average minimum rent from direct financing lease
|
|
|
|
|
329
|
|
|
|
329
|
|
|
|
1,316
|
|
|
|
1,097
|
|
|
Plus:
|
|
|
FFO attributable to noncontrolling interest
|
|
|
|
|
7,149
|
|
|
|
-
|
|
|
|
19,419
|
|
|
|
-
|
|
|
Less:
|
|
|
normalized FFO attributable to noncontrolling interest
|
|
|
|
|
(7,491
|
)
|
|
|
-
|
|
|
|
(20,132
|
)
|
|
|
-
|
|
|
Less:
|
|
|
FFO from investees
|
|
|
|
|
(5,313
|
)
|
|
|
(5,419
|
)
|
|
|
(21,383
|
)
|
|
|
(19,895
|
)
|
|
Less:
|
|
|
interest earned from direct financing lease
|
|
|
|
|
(333
|
)
|
|
|
(412
|
)
|
|
|
(1,452
|
)
|
|
|
(1,448
|
)
|
|
Less:
|
|
|
gain on issuance of shares by an equity investee
|
|
|
|
|
(7,246
|
)
|
|
|
-
|
|
|
|
(7,246
|
)
|
|
|
(11,177
|
)
|
|
Normalized FFO attributable to CommonWealth REIT
|
|
|
|
|
79,871
|
|
|
|
77,584
|
|
|
|
335,359
|
|
|
|
308,576
|
|
|
Less:
|
|
|
preferred distributions
|
|
|
|
|
(11,151
|
)
|
|
|
(13,823
|
)
|
|
|
(51,552
|
)
|
|
|
(46,985
|
)
|
|
Normalized FFO available for CommonWealth REIT common shareholders
|
|
|
|
$
|
68,720
|
|
|
$
|
63,761
|
|
|
$
|
283,807
|
|
|
$
|
261,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic
|
|
|
|
|
83,804
|
|
|
|
83,722
|
|
|
|
83,750
|
|
|
|
77,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - diluted(2)
|
|
|
|
|
91,102
|
|
|
|
91,020
|
|
|
|
91,048
|
|
|
|
84,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CommonWealth REIT common shareholders - basic and diluted
|
|
|
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
0.35
|
|
|
$
|
0.36
|
|
|
(Loss) income from discontinued operations attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CommonWealth REIT common shareholders - basic and diluted
|
|
|
|
$
|
(2.06
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(2.16
|
)
|
|
$
|
0.45
|
|
|
Net (loss) income available for CommonWealth REIT common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shareholders - basic and diluted
|
|
|
|
$
|
(1.96
|
)
|
|
$
|
0.01
|
|
|
$
|
(1.81
|
)
|
|
$
|
0.81
|
|
|
FFO available for CommonWealth REIT common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shareholders - basic
|
|
|
|
$
|
0.90
|
|
|
$
|
0.75
|
|
|
$
|
3.39
|
|
|
$
|
3.39
|
|
|
FFO available for CommonWealth REIT common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shareholders - diluted
|
|
|
|
$
|
0.90
|
|
|
$
|
0.75
|
|
|
$
|
3.39
|
|
|
$
|
3.39
|
|
|
Normalized FFO available for CommonWealth REIT common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shareholders - basic and diluted
|
|
|
|
$
|
0.82
|
|
|
$
|
0.76
|
|
|
$
|
3.39
|
|
|
$
|
3.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CommonWealth REIT
|
|
|
|
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 (loss)
income, calculated in accordance with GAAP, plus real estate
depreciation and amortization, loss on asset impairment, net
(loss) income attributable to noncontrolling interest and FFO from
equity investees, excluding any gain or loss on sale of
properties, earnings from equity investees and FFO attributable to
noncontrolling interest. CWH's calculation of Normalized FFO
differs from NAREIT's definition of FFO because it excludes
acquisition related costs, gains from issuance of shares by equity
investees, gain and loss on early extinguishment of debt unless
settled in cash, the difference between average minimum rent and
interest earned from CWH's direct financing lease and the
difference between FFO and Normalized FFO from equity investees
and noncontrolling interest. 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 its
operating performance between periods. FFO and Normalized FFO are
among the factors considered by CWH's Board of Trustees when
determining the amount of distributions to shareholders. Other
factors include, but are not limited to, requirements to maintain
CWH's status as a REIT, limitations in its credit facilities and
term loan agreements and public debt covenants, the availability
of debt and equity capital to CWH, CWH's cash available for
distribution, CWH's expectation of its future capital requirements
and operating performance, and CWH's expected needs and
availability of cash to pay its obligations. FFO and Normalized
FFO do not represent cash generated by operating activities in
accordance with GAAP and should not be considered as alternatives
to net (loss) income, net (loss) income attributable to
CommonWealth REIT, net (loss) income available for CommonWealth
REIT common shareholders, operating income or cash flow from
operating activities, determined in accordance with GAAP, or as
indicators of CWH's financial performance or liquidity, nor are
these measures necessarily indicative of sufficient cash flow to
fund all of CWH's needs. CWH believes that FFO and Normalized FFO
may facilitate an understanding of its consolidated historical
operating results. These measures should be considered in
conjunction with net (loss) income, net (loss) income attributable
to CommonWealth REIT, net (loss) income available for CommonWealth
REIT common shareholders, operating income and cash flow from
operating activities as presented in CWH's Consolidated Statements
of Operations, Consolidated Statements of Comprehensive (Loss)
Income and Consolidated Statements of Cash Flows. Other REITs and
real estate companies may calculate FFO and Normalized FFO
differently than CWH does.
|
|
|
|
|
|
(2)
|
|
As of December 31, 2012, CWH's 15,180 outstanding series D
preferred shares were convertible into 7,298 common shares. The
effect of a conversion of CWH's series D convertible preferred
shares on income from continuing operations available for
CommonWealth REIT common shareholders per share is anti-dilutive
to income, FFO and Normalized FFO for most 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended December 31,
|
|
Year Ended December 31,
|
|
|
|
|
|
|
2012
|
|
|
|
2011
|
|
|
2012
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available for CommonWealth REIT common shareholders
|
|
|
|
$
|
(163,935
|
)
|
|
$
|
1,050
|
|
$
|
(151,958
|
)
|
|
$
|
62,999
|
|
Add - Series D convertible preferred distributions
|
|
|
|
|
6,167
|
|
|
|
6,167
|
|
|
24,668
|
|
|
|
24,668
|
|
Net (loss) income available for CommonWealth REIT common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shareholders -- diluted
|
|
|
|
$
|
(157,768
|
)
|
|
$
|
7,217
|
|
$
|
(127,290
|
)
|
|
$
|
87,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO available for CommonWealth REIT common shareholders
|
|
|
|
$
|
75,562
|
|
|
$
|
63,027
|
|
$
|
284,032
|
|
|
$
|
262,275
|
|
Add - Series D convertible preferred distributions
|
|
|
|
|
6,167
|
|
|
|
6,167
|
|
|
24,668
|
|
|
|
24,668
|
|
FFO available for CommonWealth REIT common shareholders - diluted
|
|
|
|
$
|
81,729
|
|
|
$
|
69,194
|
|
$
|
308,700
|
|
|
$
|
286,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normalized FFO available for CommonWealth REIT common shareholders
|
|
|
|
$
|
68,720
|
|
|
$
|
63,761
|
|
$
|
283,807
|
|
|
$
|
261,591
|
|
Add - Series D convertible preferred distributions
|
|
|
|
|
6,167
|
|
|
|
6,167
|
|
|
24,668
|
|
|
|
24,668
|
|
Normalized FFO available for CommonWealth REIT common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shareholders - diluted
|
|
|
|
$
|
74,887
|
|
|
$
|
69,928
|
|
$
|
308,475
|
|
|
$
|
286,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic
|
|
|
|
|
83,804
|
|
|
|
83,722
|
|
|
83,750
|
|
|
|
77,428
|
|
Effect of dilutive Series D preferred shares
|
|
|
|
|
7,298
|
|
|
|
7,298
|
|
|
7,298
|
|
|
|
7,298
|
|
Weighted average common shares outstanding - diluted
|
|
|
|
|
91,102
|
|
|
|
91,020
|
|
|
91,048
|
|
|
|
84,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CommonWealth REIT
|
|
Consolidated Balance Sheets
|
|
(amounts in thousands, except share data)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
|
|
2012
|
|
2011
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Real estate properties:
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
$
|
1,531,416
|
|
$
|
1,450,154
|
|
Buildings and improvements
|
|
|
|
|
6,297,993
|
|
|
5,794,078
|
|
|
|
|
|
|
7,829,409
|
|
|
7,244,232
|
|
Accumulated depreciation
|
|
|
|
|
(1,007,606)
|
|
|
(934,170)
|
|
|
|
|
|
|
6,821,803
|
|
|
6,310,062
|
|
Properties held for sale
|
|
|
|
|
171,832
|
|
|
-
|
|
Acquired real estate leases, net
|
|
|
|
|
427,756
|
|
|
343,917
|
|
Equity investments
|
|
|
|
|
184,711
|
|
|
177,477
|
|
Cash and cash equivalents
|
|
|
|
|
102,219
|
|
|
192,763
|
|
Restricted cash
|
|
|
|
|
16,626
|
|
|
7,869
|
|
Rents receivable, net of allowance for doubtful accounts of $9,962
|
|
|
|
|
|
|
|
|
|
and $12,575, respectively
|
|
|
|
|
253,394
|
|
|
217,592
|
|
Other assets, net
|
|
|
|
|
211,293
|
|
|
197,346
|
|
Total assets
|
|
|
|
$
|
8,189,634
|
|
$
|
7,447,026
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Revolving credit facility
|
|
|
|
$
|
297,000
|
|
$
|
100,000
|
|
SIR revolving credit facility
|
|
|
|
|
95,000
|
|
|
-
|
|
Senior unsecured debt, net
|
|
|
|
|
2,972,994
|
|
|
2,845,030
|
|
Mortgage notes payable, net
|
|
|
|
|
984,827
|
|
|
632,301
|
|
Liabilities related to properties held for sale
|
|
|
|
|
2,339
|
|
|
-
|
|
Accounts payable and accrued expenses
|
|
|
|
|
194,184
|
|
|
158,272
|
|
Assumed real estate lease obligations, net
|
|
|
|
|
69,304
|
|
|
70,179
|
|
Rent collected in advance
|
|
|
|
|
35,700
|
|
|
37,653
|
|
Security deposits
|
|
|
|
|
23,860
|
|
|
23,779
|
|
Due to related persons
|
|
|
|
|
12,958
|
|
|
11,295
|
|
Total liabilities
|
|
|
|
|
4,688,166
|
|
|
3,878,509
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
|
|
|
|
|
Shareholder's equity attributable to CommonWealth REIT:
|
|
|
|
|
|
|
|
|
|
Preferred shares of beneficial interest, $0.01 par value:
|
|
|
|
|
|
|
|
|
|
50,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
Series C preferred shares; 7 1/8% cumulative redeemable since
|
|
|
|
|
|
|
|
|
|
February 15, 2011; zero and 6,000,000 shares issued and outstanding,
|
|
|
|
|
|
|
|
|
|
respectively, aggregate liquidation preference $150,000
|
|
|
|
|
-
|
|
|
145,015
|
|
Series D preferred shares; 6 1/2% cumulative convertible;
|
|
|
|
|
|
|
|
|
|
15,180,000 shares issued and outstanding, aggregate liquidation
|
|
|
|
|
|
|
|
|
|
preference $379,500
|
|
|
|
|
368,270
|
|
|
368,270
|
|
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; 83,804,068 and 83,721,736 shares
issued
|
|
|
|
|
|
|
|
|
|
and outstanding, respectively
|
|
|
|
|
838
|
|
|
837
|
|
Additional paid in capital
|
|
|
|
|
3,585,400
|
|
|
3,614,079
|
|
Cumulative net income
|
|
|
|
|
2,386,900
|
|
|
2,482,321
|
|
Cumulative other comprehensive income (loss)
|
|
|
|
|
565
|
|
|
(4,709)
|
|
Cumulative common distributions
|
|
|
|
|
(2,972,569)
|
|
|
(2,826,030)
|
|
Cumulative preferred distributions
|
|
|
|
|
(529,367)
|
|
|
(476,657)
|
|
Total shareholders' equity attributable to CommonWealth REIT
|
|
|
|
|
3,105,428
|
|
|
3,568,517
|
|
Noncontrolling interest in consolidated subsidiary
|
|
|
|
|
396,040
|
|
|
-
|
|
Total shareholders' equity
|
|
|
|
|
3,501,468
|
|
|
3,568,517
|
|
Total liabilities and shareholders' equity
|
|
|
|
$
|
8,189,634
|
|
$
|
7,447,026
|
|
|
|
|
|
|
|
|
|
|
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.

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