Equity Commonwealth
Q3 2013 Earnings Call Transcript

Published: 6 Nov 2013

[Operator:]

Ladies and gentlemen, good day, and welcome to the CommonWealth REIT Third Quarter Financial Results Conference Call. This call is being recorded. At this time, for opening remarks and introductions, I would like to turn the conference over to the Vice President of Investor Relations, Mr. Tim Bonang. Please go ahead, sir.

[Timothy A. Bonang:]

Thank you, and good afternoon. Joining me on today's call are Adam Portnoy, President and Managing Trustee; and John Popeo, Treasurer and Chief Financial Officer. Before we begin today’s call, I would like to read our Safe Harbor statement. Today’s conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based on CommonWealth's present beliefs and expectations as of today, November 6, 2013. Forward-looking statements are not guaranteed to occur. Actual results may differ materially from those projected or implied by any forward-looking statements. Information concerning factors that could cause those differences is contained in our annual report on Form 10-K; our first and second quarter quarterly reports on Form 10-Q and our current reports on Form 8-K, filed with the Securities and Exchange Commission or SEC; our third quarter quarterly report on Form 10-Q, which we expect to file with the SEC later this week; and in our Q3 supplemental operating and financial data package, which could be found in the Investor Relations section of our website at www.cwhreit.com. Any matters described in forward-looking statements are not guaranteed to occur. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call as a result of new information, future events or otherwise. Investors are cautioned not to place undue reliance upon any forward-looking statements. In addition, this call may contain non-GAAP numbers including property net operating income, or NOI; cash basis NOI; earnings before interest, taxes, depreciation and amortization or EBITDA; adjusted EBITDA; funds from operations or FFO; normalized FFO; normalized FFO available for common shareholders; and cash available for distribution or CAD. A definition of each of these non-GAAP measures and a reconciliation of each of them to net income, is available in our Q3 supplemental operating and financial data package, which is available at our website. I would also note that the recording, transcription and retransmission of today's conference call are strictly prohibited without the prior written consent of the company. Now I'd like to turn the call over to Adam.

[Adam David Portnoy:]

Thank you, Tim. Before reviewing our third quarter results, I want to remind everyone that the company, its manager and its trustees are still involved in various lawsuits and arbitrations. Except for our status update that I will provide in a moment, during today's call, we will only be discussing matters relating to the company's results of operations, and we will not be commenting on or answering questions regarding the pending litigation or arbitrations, the purported consent solicitation by Corvex Management and Related Fund Management, or any purported offer to acquire the company by Corvex and Related. The purpose of today's call is to discuss the company's third quarter results. When we open up the call for Q&A, I ask that you please focus your questions on the company's results of operations. The one comment I will make regarding pending litigation is that the legal disputes with Corvex and Related are being resolved through arbitration, as provided in the company's bylaws. A hearing regarding matters in dispute with Corvex and Related was held in October, and we currently expect to receive a ruling from the arbitration panel on these matters sometime between now and year end. Also, before focusing on third quarter results of operations, I want to point out that we've made several changes to our financial statements and reporting this quarter. Some of these changes are the results of the accounting rules and some of these changes were made to enhance our public disclosures for investors. In July, Select Income REIT or SIR completed a common share offering, which resulted in CommonWealth's ownership of SIR declining to below 50%. As a result, this is the first quarter we have deconsolidated SIR's results of operations from CommonWealth's financial statements. And we now account for the company's ownership in SIR under the equity method pursuant to GAAP accounting rules. Also, in September, the Board of Trustees decided to move forward with the sale of CommonWealth's remaining non-core properties, which resulted in an additional 45 properties with 110 buildings and a combined 8.4 million square feet that are principally located in suburban markets being removed from CommonWealth's continuing operations and reclassified to discontinued operations. As a result of these events, we believe that it is easier this quarter for investors to understand the financial results of our core business of owning and operating office properties that are principally located in central business districts or CBDs. For example, our balance sheet no longer includes the consolidation of SIR, and the book value per common share is now easier to calculate at $23.56 as of September 30. Furthermore to help investors better understand our results of operations, and because SIR's operating results are no longer consolidated into CommonWealth's financial statements, we have simplified our reporting into only 2 operating segments

[John Christopher Popeo:]

Thank you, Adam. As mentioned earlier, we made several changes to our financial statements in reporting this quarter. Most notably this quarter, we deconsolidated SIR from CommonWealth's financial statements and we are now accounting for the company's investment in SIR under the equity method, because our ownership of SIR fell below 50% to 44.2% in July 2013. In addition, this quarter we moved 45 properties with 110 buildings and a combined 8.4 million square feet from continuing operations into discontinued operations. Although these changes may present a clearer financial profile of our core business of owning and operating office properties, a result of these changes is that parts of our financial statements, for prior periods, may not provide meaningful comparisons to the comp period. For example, as a result of deconsolidating SIR in the third quarter, many increment expense line items, including rental income and NOI, appear to be decreasing significantly when compared to the prior year when, in fact, the majority of certain decreases simply reflect an accounting change required under GAAP. Our same property analysis excludes SIR NOI in all periods and provides a better comparison of deconsolidated operating results. Same property occupancy increased by a modest 10 basis points to 88.5%, and same property cash basis NOI decreased by less than 1% during the third quarter. The decline in same property cash basis NOI at our CBD Properties totaled $3.5 million or 5.3%, primarily reflecting increases in real estate taxes and other operating expenses. The increase in same property cash basis NOI at our Suburban Properties reflects the growth and occupancy and increases in cash rents from the expiration of 3-rent periods. The reporting of Normalized FFO and net income available for common shareholders is more comparable on a year-over-year basis, because the deconsolidating of SIR in the third quarter had no affect on the calculation of these numbers in prior periods. Fully diluted Normalized FFO available for common shareholders was $0.57 per share in the third quarter of 2013, compared to $0.83 per share for the same period last year. The decline in year-over-year per share results primarily reflects the issuance of new common shares and a higher property operating expenses, and the sale of our shares in Government Properties Income Trust or GOV during 2013, partially offset by property acquisitions during the third and fourth quarters of 2012, as well as reduced interest expense resulting from our purchase of senior notes pursuant to our debt tender offer during 2013. Normalized FFO available for common shareholders was $67.3 million for the third quarter of 2013 compared to $81.5 million during the second quarter of 2013. This sequential decline in Normalized FFO primarily represents seasonally higher utility expenses in the summer months, as well as higher real estate taxes and other operating expenses in the third quarter. Going forward, we expect operating expenses to moderate and run rate Normalized FFO available for common shareholders is currently expected to be higher in the fourth quarter of 2013 than the $67.3 million reported in the third quarter based on current estimates. During the third quarter, we spent $38.5 million on recurring capital expenditures, which includes tenant improvements, leasing costs and recurring building improvements. We generated $21.9 million of cash available for distribution or CAD during the third quarter, resulting in a rolling 4-quarter CAD payout ratio of about 76.7%. Both the calculation of Normalized FFO and CAD does not include shareholder litigation costs and related expenses, which totaled $13.8 million or $0.12 per share for the third quarter of 2013. The $436,000 acquisition costs credit amount in the current period reflects the reversal of overestimated closing costs related to properties acquired in prior periods. Net loss available for common shareholders for the third quarter of 2013 was $227.5 million, compared to $122,000 for the third quarter of 2012. Loss from discontinued operations primarily reflects results of operations related to properties classified as held for sale during the current year, including the 45 properties that were transferred to discontinued operations during the third quarter. NOI from properties classified in discontinued operations declined by $4.1 million from the prior year. Loss on asset impairment from discontinued operations of $217.1 million reflects the write-down to estimated fair value of 39 properties transferred to discontinued operations during the current quarter, plus the additional write-down to estimated fair value of 5 properties previously classified as held for sale based on recent purchase offers or completed sales. Turning to the balance sheet. On September 30, 2013, we held $166 million of unrestricted cash. Approximately $100 million of this cash was used in October to repay all of our outstanding 5.75% senior notes due in February 2014, at par plus accrued interest. Rents receivable includes approximately $196 million of accumulated straight line rent accruals as of September 30. Other assets include approximately $138 million of capitalized leasing and financing costs. The $678 million worth of properties held for sale represent the net book value plus receivables and other assets related to the 76 properties held for sale as of September 30. On September 30, 2013, our total debt was about $3.1 billion and included $735 million of unsecured floating rate debt, about $1.5 billion of unsecured fixed rate senior notes and about $900 million of mortgage debt. The weighted average contractual interest rate on all of our debt was around 4.9% at the end of the quarter, and the weighted average maturity was around 5 years. We also had preferred shares outstanding with a total liquidation preference of $654 million as of September 30. At the end of the third quarter, our ratio of debt to book capitalization was approximately 48%. Our adjusted EBITDA to interest in our fixed charge coverage ratios were 3x and 2.4x, respectively. Also, our debt to adjusted EBITDA ratio was 6.5x. These strong credit metrics primarily reflect the repayment of approximately $670 million of unsecured senior notes with proceeds from our equity offering and the sale of all of our common shares of GOV in March 2013. In conclusion, we have made significant progress over the last few years in executing our business plan, which includes repositioning CommonWealth's portfolio into high-value office properties located in CBD locations and away from properties located in suburban markets. Furthermore, when all the properties currently included in discontinued operations are sold by the middle of 2014, CommonWealth will be substantially complete with this portfolio repositioning, which began several years ago. Finally, because of the changes to our reporting this quarter, we hope that investors may be able to better evaluate our results of operations and better understand CommonWealth's portfolio of properties. Before we turn to the Q&A portion of today's call, I want to reiterate that the purpose of today's call is to discuss our third quarter financial and operating results. We will not be answering any questions relating to pending litigation, the purported consent solicitation or any purported offers to acquire the company. And I ask for, and appreciate, your cooperation in this regard. Operator, we are now ready for the questions.

[Operator:]

[Operator Instructions] Our first question today will come from the line of Josh Attie with Citi.

[Joshua Attie:]

There was an announcement that FMC is moving to a build to suit in 2016. Are they a tenant of yours at 1735 Market? And if they are, can you tell us how much NOI they represent and what your plans are to backfill?

[Adam David Portnoy:]

Sure. Josh, yes, they are a tenant of ours. They lease is about 206,000 square feet. I don't know the exact contribution to NOI, but I can tell you that the building they lease from us is probably one of the best office towers we operate in the entire portfolio. And it's a building that, currently, is about 96% leased. And we feel pretty good about our ability to backfill that space. That's a building that we've actually had requests from tenants that are in the building or outside the building to lease space there. And we've, in the past, been unable to accommodate them. And we actually think that we'll not only be able to backfill this space, we have a pretty good confidence we may even be able to roll up the rents fairly significantly as a result. So we feel pretty good about our ability to re-lease the space and we'll probably be able to announce something well in advance of their lease expiring in 2016.

[Joshua Attie:]

Okay. That's helpful. And can you also talk about the Glaxo building? I think that was moved to discontinued operations and it's now held for sale. I know you were in the market at one point looking for tenants. Can you just talk about the decision in terms of why that was the right way to, you think, to maximize value to sell it as opposed to trying to lease it up first? And I know that it required a lot of capital.

[Adam David Portnoy:]

Yes. You're correct. The decision has been made to market that property for sale. It's now included in assets held for sale. It basically came down through return analysis. We did a pretty extensive amount of work trying to figure out what it would take to re-lease that building. And the returns just don't make sense. It will be better for us to take capital from selling the building and redeploying it somewhere else, we'll get better returns on that capital than we will investing further in that building. It will most likely, I don't know for sure, but I suspect that many people that might be interested in that building may be interested in converting it away from office building -- away from office use. So it just -- we just think it makes sense and it's the best allocation -- it's the best decision for us in terms of getting return on capital.

[Joshua Attie:]

Okay. And then just lastly, in G&A, you've expensed $25 million year-to-date for the ongoing litigation. Do you have any sense for what that number could be in the fourth quarter now that we're in November already?

[Adam David Portnoy:]

It's very hard to estimate what that number would be. If I had to get out a little bit on the limb and make a little bit of an estimate, I think it might be a little lower than it was running in the third quarter. There was a lot of prep work that was done in the second -- I'm sorry, in the third quarter for the arbitration hearing in October. Some of that work -- that hearing has now happened. So but I don't know what could happen between now and year end as well. So I qualify everything I'm saying. But at this exact moment, I think it could be lower than it was running in the third quarter.

[Operator:]

[Operator Instructions] And we'll go to the line of Rich Moore with RBC Capital Markets.

[Richard C. Moore:]

I'm curious on the -- you gave, John, the impairment, the overall impairment for the bucket of assets that are held for sale or that -- and it included some, I think, that you have sold. But on just that group of 110 properties, or I guess 110 buildings now, what is the impairment on that so we can reduce the $771 million of previous book value to what I guess you guys are expecting to sell those for?

[John Christopher Popeo:]

It was around $205 million. And then the balance was on additional buildings that we either sold or based on sort of a revision of our discounted cash flows and based on recent purchase offers.

[Richard C. Moore:]

Okay. Good. Got you. And then what do you do with the proceeds from these asset sales? Do you think -- I mean you have, obviously, a line of credit balance, but it almost sounds like you could generate perhaps more than that. I mean, is there any -- or maybe you won't, I guess, but is there -- and what do you plan to do, I guess, with the proceeds?

[John Christopher Popeo:]

Well, if you look at our balance sheet, we had $165 million of cash on hand at quarter end. But as I mentioned in the prepared remarks, $100 million of that went to pay down our 2014 senior notes. But in addition to that, we've closed on a couple of large acquisitions. So cash is building. We do have $235 million out on the revolver. So at some point in the near future, we'll probably look to pay down the revolver. When we begin to sell -- to execute sales on the 110 buildings that were just recently transferred down to disc ops, then it will be a decision. We don't really have any debt that is readily prepayable, although we could prepay some debt, but we may even look at, selectively looking at acquiring quality CBD office properties.

[Richard C. Moore:]

Okay. Good. And then the same-store numbers are those net of the assets held for sale? I mean, excluding the assets held for sale?

[John Christopher Popeo:]

Yes.

[Richard C. Moore:]

Okay. All right. Great. And then last thing, do you -- I'm trying to understand exactly why you did the conversion of buildings into properties, is that because you probably treat the entire asset, as for instance, if you're going to sell one of the buildings, you're going to sell the entire property, is that the idea behind that?

[Adam David Portnoy:]

Essentially, yes, and it just -- in an effort to try to simplify the portfolio to make it easier for people to evaluate it, we thought it made sense to -- if we have multiple, let's say, buildings on the same lot or in the same business park, and you would most likely be -- if we were to sell it, it would be sold together. It made sense to count it as one property.

[Operator:]

[Operator Instructions] We do have a follow-up from Mr. Attie with Citi.

[Joshua Attie:]

Just -- John, I think you had mentioned in the prepared remarks, I didn't catch all of it, that the run rate FFO is going to be higher in the fourth quarter because you have a reduction in some expenses. Can you just walk through what some of those were?

[Adam David Portnoy:]

Sure, Josh. This is Adam. Basically, there were a couple of things. One is that there's a lot of seasonal higher utility costs in the summer months, which we think will abate somewhat in the fourth quarter. In addition, we had unusually high level of maintenance repair run through in the third quarter. We just seemed to been biased towards doing a lot more repair work in the summer months, in the good months, in the good weather months than we have in past years. So a lot of it got booked in the third quarter. The other thing that affected the third quarter was we ended up having some higher income -- real estate taxes, especially on our some of our properties in the Chicago market, which we're actively working to abatements on. And so hopefully, we can -- some of that will come back to us. But for all 3 of those reasons, we think that operating expenses will moderate in the fourth quarter.

[Joshua Attie:]

Okay. And I know you said that occupancy you expect to be flattish between now and year end. As you look across 2014, and as we think at our models, are there any big expirations in the portfolio that we should be aware of?

[Adam David Portnoy:]

No. I mean, we have about 1 million square feet expiring in the remainder -- in the fourth quarter. We feel very good that we're going to renew a large chunk of that. And if not renew it, backfill with new leases. So we feel pretty good where we're going to end up at the end of the year. We have about 2 million square feet expiring in 2014, and I can tell you, as of right now, about half of them, about half those square feet, we're in some stage of dialogue or negotiation regarding renewal with. So we feel pretty good about our ability to re-lease or renew the space in 2014. And what's also very encouraging is that the leases that are rolling in '14, and this is also true for the stuff that's rolling in '15, a lot of our in-place leases are quite below market. So we not only think that we'll be able to renew these leases in '14 and '15, but we think there may be an opportunity for some good roll up in rents especially in some of the CBD properties in '14.

[Michael Bilerman:]

Adam, it's Michael Bilerman speaking. You talked a little bit about sort of a lot of the preparatory work that you had done for the arbitration, which obviously led to a lot of the costs. Can you sort of share sort of what -- now that it's completed, but at least what went through arbitration, what were the arguments for and against, just so we can get some flavor of the back and forth.

[Adam David Portnoy:]

Unfortunately, Michael, I really can't go into that. I can tell you that it was an arbitration regarding the disputes with Corvex and Related, that's what it was focused on, that specific dispute. And I should also point out, I think it's important for listeners and shareholders and investors to understand that, a few years ago, the shareholders of CommonWealth amended, through a vote, our Declaration of Trust. And the Declaration of Trust has now been amended so that shareholders that bring action against the company that is -- they are held liable for those actions. And so we feel confident that when we prevail in this litigation that a portion, if not all, of the legal fees that we have incurred to date, we will be able to be reimbursed for that. So that is something you should also keep in mind when you think about the legal fees that the company's been incurring.

[Michael Bilerman:]

Are you keeping from an accounting perspective a sort of effective asset in accruing those or because you've been expensing all of them. I mean, are your accountants comfortable that you can treat that as an accounts receivable?

[John Christopher Popeo:]

Michael, this is John. No, we don't capitalize those. They all run through expense. We're not allowed to capitalize those under GAAP. If we were successful in recovering those costs, they would flow through as income.

[Michael Bilerman:]

Right. And then just a couple of other. One, I guess, you did make a number of the Corporate Governance announcements during the quarter. Was there any reason why those -- you just didn't make those all effective right away rather than trying to phase them in, really trying to demonstrate to the investment community and to investors that these are -- that you're 100% committed to all of those changes versus potentially reversing course should the arbitration rule in your favor. I'm just wondering how can we trust that you're not going to back track on those commitments?

[Adam David Portnoy:]

Well, the only reason some of the things were not put in place right away is because of the pending litigation. In fact, we've been quite clear that once the litigation is over, a couple of those provisions that we've talked about specifically deploys eliminating the shareholders' rights plan and destaggering the board would will be implemented fairly quickly. The other changes are all being implemented fairly rapidly, for example, the change in the management fee structures all going to be implemented January 1. The increase in the board, that's something that's ongoing right now and it's in process as we speak, so that's something that is happening. And so I think we're doing everything that we can do right away. Absent the litigation not being over. So -- but we're 100% committed to those changes that we've announced. And once the litigation is behind us, or the dispute is behind us with Corvex and Related, we fully intend to implement all of the changes that we announced. I mean, I think it would be -- I think we would lose a lot of credibility with the market if we said we were going to do something and then just backtracked on it. So we take those commitments very seriously, the board and management.

[Michael Bilerman:]

And have you thought about you're in a role where you're effectively running RMR, but also CommonWealth relative to your other externally managed entities which have more [indiscernible] management teams from, I would say, CEO and CFO. I guess, what is your plan going forward in terms of putting in place a management team at CommonWealth separate from your external manager?

[Adam David Portnoy:]

Yes. There's no -- nothing to announce today or that is currently planned. I can tell you, you are correct that -- you're right that I have a dual role and I'm also -- I'm the CEO of RMR, the Manager and I'm the President of CommonWealth. That has worked. I've heard investors argue both sides of this, where I've heard some investors actually quite -- they like the idea that the CEO of RMR is the CEO of CommonWealth because they think that maybe CommonWealth gets additional attention because of it. And then I've heard arguments, I think, more in line with what you've talked about where they -- people will ask that they think there should be some separation. It's something that is still something we're open to discussing and open to having a dialogue with shareholders and investors about. But I've heard shareholders have both reactions to this. And it's something that I'm not -- I mean, I'm not wedded to any position, I can tell you that. But we have no plans or any announcement to make today.

[Michael Bilerman:]

Well, I guess, what percentage -- put aside the increased time that you're spending with CommonWealth, given all that's transpired this year. What percentage of your time were you spending as CEO of RMR versus President of CommonWealth, because there is some level that when you buy an internally manage REIT, we get 100% of the CEO's time, not 25% or 15% or 30% whatever the percentage may be. There's a big difference. You have a lot of other responsibilities that you're getting paid for. You can't clone yourself or you can be in multiple places at multiple times?

[Adam David Portnoy:]

Yes, you're right. I can't clone myself and be in multiple places at multiple times. But it's, something, Michael, that again, I said we're open to it, I'm not wedded to any one position. If it's something that shareholders really feel strongly about, and I hear your point of view, it's something I think that the company could consider. I can tell you that RMR is -- it's not just one individual. It's a pretty deep bench of individuals and it's a pretty large organization that is focused and works on CommonWealth. I will tell you of all of the REITs that are managed by RMR, CommonWealth is probably the most management-intensive simply because the nature of the type of properties that CommonWealth owns versus some of the triple [ph] net lease or absolute net lease properties that are owned by some of the other REITs. So I don't know how -- I'm not -- I don't know how to describe the allocation of my time, but it's more than just me.

[Michael Bilerman:]

Right, well I just didn't know if you -- I mean, do you keep track of -- lawyers have to keep track of their time relative to different files and different companies that they work on. Do you have a time management where you have a percentage of -- because, ultimately, it has to be your comp also, right, depending on what the entities are paying for. There has to be some allocation?

[Adam David Portnoy:]

Well, entities don't reimbursement comp for the executives. No salaries are paid for by the company. So there's really no -- I mean, I could keep time sheets, but I'm not sure what purpose it would serve, because all of the expenses and all of the salaries of the executives is picked up by RMR.

[Michael Bilerman:]

Right. And just lastly, I guess with all the changes that were announced into the quarter relating to the enhancements that you've put forth. Should we expect or should the market expect anything else down the road or once you've taken everything into consideration and sort of this is it, this is what everyone has gotten comfortable with, and I just say that -- I guess, are you contemplating potentially taking RMR public as an entity? Are you thinking more strategically about other changes or is this basically it?

[Adam David Portnoy:]

The answer is there is no plan to do anything else. But at the same time, I wouldn't preclude us from doing other things or making additional changes. We are -- I like to think of this as a pretty -- as an open -- as a two-way street dialogue with our investors and shareholders. And as time evolves and things change, I could imagine us making additional changes. So there's no plan currently to announce any additional changes along the lines we've announced. But that doesn't mean that, as time evolves and circumstances change and investors voice their preferences about things in the future, we couldn't implement additional changes.

[Michael Bilerman:]

Right. Has Corvex or Related made a bona fide offer for the company at all?

[Adam David Portnoy:]

Mike, unfortunately, I really can't comment on that -- we made it pretty clear in our opening statement, we really can't talk about that topic.

[Operator:]

And we have a follow-up from Rich Moore with RBC.

[Richard C. Moore:]

It's getting kind of late in earnings season, but I thought I heard you say you're planning to do some acquisitions. And I kind of did a double take or would've asked you at the time, but do you have some acquisitions teed up and are you back at all in acquisition mode?

[Adam David Portnoy:]

No. Rich, we have no acquisitions teed up. I would not say we are fully in acquisition mode at all. I think we're very much -- right now, we are more in the mode of divesting our non-core assets. I think John mentioned there was a possibility. I think what he's talking about maybe more in 2014, as we get some of the proceeds from these sales. And again, the sales that we're targeting for 2014, I suspect will generate larger dollars than has been generated in 2013. And so there may be an opportunity to put some of those larger dollars to work in 2014. But there's currently no plan. We're currently -- we have nothing teed up and not actively looking at acquisitions at the moment.

[Operator:]

Gentlemen, there are no further questions at this time.

[Adam David Portnoy:]

That concludes our presentation. We look forward to seeing some of you at the NAREIT Conference in San Francisco next week. Thank you, everyone, for joining us today.

[Operator:]

Ladies and gentlemen, that does conclude our conference for today. Thank you for your participation and using the AT&T Executive TeleConference. You may now disconnect.