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8-K - 8-K - Equity Commonwealtha09-35836_38k.htm
EX-99.2 - EX-99.2 - Equity Commonwealtha09-35836_3ex99d2.htm

Exhibit 99.1

 

400 Centre Street, Newton, MA 02458-2076

 

 

 

 

 

tel: (617) 332-3990    fax: (617) 332-2261

 

 

 

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

 

 

 

 

 

 

 

Contacts:

Timothy A. Bonang, Vice President of Investor Relations, or

Carlynn Finn, Manager of Investor Relations

(617) 796-8222

www.hrpreit.com

 

HRPT Properties Trust Announces Results for the Periods

Ended December 31, 2009

 


 

Newton, MA (February 23, 2010): HRPT Properties Trust (NYSE: HRP) today announced financial results for the quarter and year ended December 31, 2009.

 

Results for the quarter ended December 31, 2009:

 

Net (loss) income available for common shareholders was ($22.9) million for the quarter ended December 31, 2009, compared to $50.8 million for the same quarter last year.  Net (loss) income available for common shareholders per share, basic and diluted, (EPS) for the quarters ended December 31, 2009 and 2008 was ($0.10) and $0.22, respectively.  Net loss for the quarter ended December 31, 2009 includes $31.9 million, or $0.14 per share, of loss on asset impairment.  Net income for the quarter ended December 31, 2008 includes $39.5 million, or $0.17 per share, of gain on sale of properties.

 

Funds from operations (FFO) available for common shareholders for the quarter ended December 31, 2009 was $62.6 million, or $0.28 per share basic and $0.27 per share diluted, respectively, compared to FFO available for common shareholders for the quarter ended December 31, 2008 of $62.2 million, or $0.27 per share basic and diluted.

 

The weighted average number of basic and diluted common shares outstanding totaled 223,860,241 and 253,052,899, respectively, for the quarter ended December 31, 2009, and 227,704,155 and 256,896,813, respectively, for the quarter ended December 31, 2008.

 

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.

 



 

Results for the year ended December 31, 2009:

 

Net income available for common shareholders was $114.0 million for the year ended December 31, 2009, compared to $194.0 million for the same period last year.  Net income available for common shareholders per share, basic and diluted, (EPS) for the year ended December 31, 2009 and 2008 was $0.51 and $0.86, respectively.  Net income for the year ended December 31, 2009 includes $79.1 million, or $0.35 per share, of gain on sale of properties, $20.7 million, or $0.09 per share, of gain on early extinguishment of debt, and $31.9 million, or $0.14 per share, of loss on asset impairment.  Net income for the year ended December 31, 2008 includes $137.2 million, or $0.61 per share, of gain on sale of properties.

 

Funds from operations (FFO) available for common shareholders for the year ended December 31, 2009 was $250.1 million, or $1.12 and $1.08 per share basic and diluted, respectively, compared to FFO available for common shareholders for the year ended December 31, 2008 of $251.7 million, or $1.11 and $1.08 per share basic and diluted, respectively.

 

The weighted average number of basic and diluted common shares outstanding totaled 224,220,360 and 253,413,018, respectively, for the year ended December 31, 2009, and 226,467,736 and 255,660,394, respectively, for the year ended December 31, 2008.

 

Occupancy and Leasing Results (excluding properties classified in discontinued operations):

 

As of December 31, 2009, 87.4% of HRP’s total square feet was leased, compared to 88.0% as of September 30, 2009.

 

HRP signed lease renewals for 789,000 square feet and new leases for 156,000 square feet during the quarter ended December 31, 2009, for weighted average rental rates that were 9% above prior rents for the same space.  Average lease terms for leases signed during the fourth quarter of 2009 were 5.1 years.  Commitments for tenant improvement and leasing commission (TI/LC) costs for leases signed during the quarter ended December 31, 2009 totaled $9.89 per square foot on a weighted average basis.

 

Investing Activities:

 

During the fourth quarter of 2009, HRP acquired one office property and one industrial property totaling a combined 753,000 square feet of space for $182.1 million, excluding closing costs.

 

2



 

Financing Activities:

 

During the fourth quarter of 2009, HRP issued $125 million of 7.50% unsecured senior notes due 2019 and closed on a mortgage for $175 million with a 10 year term.  Interest under the mortgage has been fixed for the first seven years with a cash flow hedge which sets the rate at approximately 5.66% per year (excluding amortization of costs).  HRP used the proceeds from these financings to reduce amounts outstanding under its revolving credit facility.

 

Conference Call:

 

On Tuesday, February 23, 2010, at 1:00 p.m. Eastern Time, Adam Portnoy, Managing Trustee, and John Popeo, Chief Financial Officer, will host a conference call to discuss the fourth quarter 2009 results.  Following the company’s remarks, there will be a short question and answer period.

 

The conference call telephone number is (800) 289-0496.  Participants calling from outside the United States and Canada should dial (913) 312-0643.  No pass code is necessary to access either call.  Participants should dial in about 15 minutes prior to the scheduled start of the call.  A replay of the conference call will be available through 4:00 p.m. Eastern Time on Tuesday, March 2, 2010.  To hear the replay, dial (719) 457-0820.  The replay pass code is 4509667.

 

A live audio webcast of the conference call will also be available in a listen only mode on HRP’s web site, which is located at www.hrpreit.com.  Participants wanting to access the webcast should visit HRP’s web site about five minutes before the call.  The archived webcast will be available for replay on HRP’s web site for about one week after the call.  The recording and retransmission in any way of HRP’s fourth quarter and year end conference call is strictly prohibited without the prior written consent of HRP.

 

Supplemental Data:

 

A copy of HRP’s Fourth Quarter 2009 Supplemental Operating and Financial Data is available for download at HRP’s web site, www.hrpreit.com.

 

HRPT Properties Trust is a real estate investment trust, or REIT, which primarily owns office and industrial buildings located throughout the United States.  As of December 31, 2009, HRP owned 518 operating properties with 66.8 million square feet, including 17.9 million square feet of leased industrial and commercial lands in Oahu, Hawaii.  HRP is headquartered in Newton, Massachusetts.

 

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.  HRP’s web site is not incorporated as part of this press release.

 

3



 

HRPT Properties Trust

Consolidated Statements of Income and Funds from Operations

(amounts in thousands, except per share data)

(unaudited)

 

 

 

Quarter Ended December 31,

 

Year Ended December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

Rental income

 

$

213,339

 

$

218,454

 

$

849,722

 

$

835,855

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Operating expenses

 

89,266

 

93,922

 

356,001

 

347,968

 

Depreciation and amortization

 

49,522

 

49,029

 

195,681

 

185,693

 

General and administrative

 

10,508

 

9,779

 

39,427

 

36,828

 

Acquisition costs (1)

 

2,011

 

 

4,298

 

 

Total expenses

 

151,307

 

152,730

 

595,407

 

570,489

 

Operating income

 

62,032

 

65,724

 

254,315

 

265,366

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

355

 

539

 

1,194

 

1,442

 

Interest expense (including amortization of debt discounts, premiums and deferred financing fees of $1,680, $1,522, $6,782 and $5,479, respectively)

 

(43,546

)

(45,616

)

(173,458

)

(180,193

)

Loss on asset impairment

 

(31,882

)

(2,283

)

(31,882

)

(2,283

)

Gain on early extinguishment of debt

 

 

 

20,686

 

 

Equity in earnings of equity investments

 

2,728

 

 

6,546

 

 

(Loss) income from continuing operations before income tax expense

 

(10,313

)

18,364

 

77,401

 

84,332

 

Income tax expense

 

(217

)

(162

)

(735

)

(773

)

(Loss) income from continuing operations

 

(10,530

)

18,202

 

76,666

 

83,559

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

301

 

5,712

 

8,875

 

23,912

 

(Loss) gain on sale of properties

 

(24

)

39,549

 

79,133

 

137,174

 

Net (loss) income

 

(10,253

)

63,463

 

164,674

 

244,645

 

Preferred distributions

 

(12,667

)

(12,667

)

(50,668

)

(50,668

)

Net (loss) income available for common shareholders

 

$

(22,920

)

$

50,796

 

$

114,006

 

$

193,977

 

 

 

 

 

 

 

 

 

 

 

Calculation of Funds from Operations, or FFO (2):

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(10,253

)

$

63,463

 

$

164,674

 

$

244,645

 

Plus: depreciation and amortization from continuing operations

 

49,522

 

49,029

 

195,681

 

185,693

 

Plus: depreciation and amortization from discontinued operations

 

 

(401

)

 

6,912

 

Plus: acquisition costs (1)

 

2,011

 

 

4,298

 

 

Plus: FFO from equity investments

 

4,840

 

 

10,625

 

 

Plus: loss on asset impairment

 

31,882

 

2,283

 

31,882

 

2,283

 

Less: gain on early extinguishment of debt

 

 

 

(20,686

)

 

Less: (loss) gain on sale of properties

 

24

 

(39,549

)

(79,133

)

(137,174

)

Less: equity in earnings of equity investments

 

(2,728

)

 

(6,546

)

 

FFO

 

75,298

 

74,825

 

300,795

 

302,359

 

Less: preferred distributions

 

(12,667

)

(12,667

)

(50,668

)

(50,668

)

FFO available for common shareholders

 

$

62,631

 

$

62,158

 

$

250,127

 

$

251,691

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — basic

 

223,860

 

227,704

 

224,220

 

226,468

 

Weighted average common shares outstanding — diluted (3)

 

253,053

 

256,897

 

253,413

 

255,661

 

 

 

 

 

 

 

 

 

 

 

Per common share:

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations available for common shareholders — basic and diluted

 

$

(0.10

)

$

0.02

 

$

0.12

 

$

0.15

 

Income from discontinued operations — basic and diluted

 

$

 

$

0.20

 

$

0.39

 

$

0.71

 

Net (loss) income available for common shareholders — basic and diluted

 

$

(0.10

)

$

0.22

 

$

0.51

 

$

0.86

 

FFO available for common shareholders — basic

 

$

0.28

 

$

0.27

 

$

1.12

 

$

1.11

 

FFO available for common shareholders — diluted

 

$

0.27

 

$

0.27

 

$

1.08

 

$

1.08

 

Common distributions paid

 

$

0.12

 

$

0.21

 

$

0.48

 

$

0.84

 

 

4



 

HRPT Properties Trust

Consolidated Statements of Income and Funds from Operations

(amounts in thousands, except per share data)

 


(1)

Acquisition costs have been expensed under the Business Combinations Topic of The FASB Accounting Standards CodificationTM since January 1, 2009.

 

 

(2)

We compute FFO as shown in the calculations above. Our calculations of FFO differ from the National Association of Real Estate Investment Trusts, or NAREIT, definition because we exclude acquisition costs, gain on early extinguishment of debt and loss on early extinguishment of debt unless settled in cash, and loss on asset impairment. We consider FFO to be an appropriate measure of performance for a REIT, along with net income and cash flow from operating, investing and financing activities. We believe that FFO provides useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense and gains or losses on sales of properties, FFO can facilitate a comparison of operating performance between periods and among REITs. FFO does not represent cash generated by operating activities in accordance with generally accepted accounting principles, or GAAP, and should not be considered an alternative to net income or cash flow from operating activities as a measure of financial performance or liquidity. Also, some REITs may calculate FFO differently than us.

 

 

(3)

As of December 31, 2009, our 15,180 outstanding series D preferred shares were convertible into 29,193 common shares. The effect of a conversion of our series D convertible preferred shares on income from continuing operations available for common shareholders per share is anti-dilutive to income, but dilutive to FFO for the quarters and years ended December 31, 2009 and 2008. Set forth below is the calculation of diluted net income available for common shareholders, diluted FFO available for common shareholders and diluted weighted average common shares outstanding.

 

 

 

Quarter Ended December 31,

 

Year Ended December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income available for common shareholders

 

$

(22,920

)

$

50,796

 

$

114,006

 

$

193,977

 

Add - Series D convertible preferred distributions

 

6,167

 

6,167

 

24,668

 

24,668

 

Net (loss) income available for common shareholders — diluted

 

$

(16,753

)

$

56,963

 

$

138,674

 

$

218,645

 

 

 

 

 

 

 

 

 

 

 

FFO available for common shareholders

 

$

62,631

 

$

62,158

 

$

250,127

 

$

251,691

 

Add - Series D convertible preferred distributions

 

6,167

 

6,167

 

24,668

 

24,668

 

FFO available for common shareholders — diluted

 

$

68,798

 

$

68,325

 

$

274,795

 

$

276,359

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — basic

 

223,860

 

227,704

 

224,220

 

226,468

 

Effect of dilutive Series D preferred shares

 

29,193

 

29,193

 

29,193

 

29,193

 

Weighted average common shares outstanding — diluted

 

253,053

 

256,897

 

253,413

 

255,661

 

 

5



 

HRPT Properties Trust

Consolidated Balance Sheets

(amounts in thousands, except share data)

(unaudited)

 

 

 

December 31,

 

 

 

2009

 

2008

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Real estate properties:

 

 

 

 

 

Land

 

$

1,237,842

 

$

1,220,554

 

Buildings and improvements

 

5,085,839

 

5,021,703

 

 

 

6,323,681

 

6,242,257

 

Accumulated depreciation

 

(884,421

)

(862,958

)

 

 

5,439,260

 

5,379,299

 

Properties held for sale

 

8,263

 

145,849

 

Acquired real estate leases, net

 

166,453

 

164,308

 

Equity investments

 

158,822

 

 

Cash and cash equivalents

 

18,204

 

15,518

 

Restricted cash

 

11,662

 

10,837

 

Rents receivable, net of allowance for doubtful accounts of $10,945 and $8,492, respectively

 

194,358

 

196,839

 

Other assets, net

 

124,299

 

103,449

 

Total assets

 

$

6,121,321

 

$

6,016,099

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Revolving credit facility

 

$

110,000

 

$

201,000

 

Senior unsecured debt, net

 

2,258,466

 

2,241,225

 

Mortgage notes payable, net

 

624,184

 

447,693

 

Other liabilities related to properties held for sale

 

14

 

3,400

 

Accounts payable and accrued expenses

 

103,608

 

99,285

 

Acquired real estate lease obligations, net

 

47,348

 

47,839

 

Distributions payable

 

26,863

 

 

Rent collected in advance

 

30,366

 

26,537

 

Security deposits

 

23,097

 

17,935

 

Due to affiliates

 

8,309

 

10,073

 

Total liabilities

 

3,232,255

 

3,094,987

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preferred shares of beneficial interest, $0.01 par value:

 

 

 

 

 

50,000,000 shares authorized;

 

 

 

 

 

Series B preferred shares; 8 3/4% cumulative redeemable at par on or after September 12, 2007; 7,000,000 shares issued and outstanding, aggregate liquidation preference $175,000

 

169,079

 

169,079

 

Series C preferred shares; 7 1/8% cumulative redeemable at par on or after February 15, 2011; 6,000,000 shares issued and outstanding, aggregate liquidation preference $150,000

 

145,015

 

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

 

Common shares of beneficial interest, $0.01 par value:

 

 

 

 

 

350,000,000 shares authorized; 223,860,241 and 227,731,938 shares issued and outstanding, respectively

 

2,239

 

2,277

 

Additional paid in capital

 

2,924,166

 

2,937,986

 

Cumulative net income

 

2,236,928

 

2,072,254

 

Cumulative common distributions

 

(2,576,582

)

(2,441,841

)

Cumulative preferred distributions

 

(382,596

)

(331,928

)

Accumulated other comprehensive income

 

2,547

 

 

Total shareholders’ equity

 

2,889,066

 

2,921,112

 

Total liabilities and shareholders’ equity

 

$

6,121,321

 

$

6,016,099

 

 

 

6