| • |
Revenue of approximately $75.9 million for the quarter and approximately $416.5 million for the year.
|
| • |
Net (loss) income attributable to common shareholders of $(228.6) million for the quarter and $(411.9) million for the year.
|
| • |
Adjusted Funds from Operation ("AFFO")1 of $0.75 per basic and diluted share for the
quarter and $4.81 for the year.
|
| • |
Closed on the sale of 46 office properties in two stages for approximately $1.3 billion (the “Office Portfolio Sale”) and as part of the Office Portfolio Sale, entered into a joint
venture (the "Office Joint Venture"), retaining a 49% interest therein for a total capital contribution of $184.2 million.
|
| • |
Closed on the sale of two additional office properties for $126.3 million.
|
| • |
81 properties located in 24 states.
|
| • |
Weighted average remaining lease term of approximately 7.1 years.
|
| • |
Portfolio is 95.5% leased with an average economic occupancy of 94.8% comprised of Industrial (100%), Office (98.3%), and Other (75.4%).
|
| • |
Over 98.5% of annualized base rent2 is subject to periodic increases, of which 86.3% is subject to annual escalations that average approximately 2.1%.
|
| • |
Approximately 61.5% of annualized base rent is generated by investment grade companies.3
|
| • |
For the quarter, executed one new 15-year lease for approximately 98,000 square feet and one seven-year renewal lease for approximately 226,000 square feet.
|
| • |
For the year, executed 17 new and renewal leases totaling approximately 1.3 million square feet.
|
| • |
For the year:
|
| ◦ |
Completed the Office Portfolio Sale and entered into the Office Joint Venture. The Company's obligation to the Office Joint Venture is generally limited to its initial capital
contribution of $184.2 million.
|
| ◦ |
Sold two additional office properties for $126.3 million.
|
| • |
Subsequent to year-end, sold three properties for approximately $170 million.
|
| • |
For the quarter, total revenue was approximately $75.9 million, which represents a $43.2 million
decrease in rental income compared to the same quarter last year primarily due to the Office Portfolio Sale.
|
| • |
For the year, total revenue was approximately $416.5 million, which represents a $43.4 million
decrease in rental income compared to the prior year primarily due to the Office Portfolio Sale.
|
| • |
For the quarter, net (loss) attributable to common shareholders was approximately $(228.6)
million, or $(6.34) per basic and diluted share, compared to net income attributable to common shareholders of approximately $1.0 million, or $0.03 per basic and diluted share, for the same quarter last year, primarily due
to the net loss on the disposition of office assets of $(43.8) million and non-cash impairments of real estate of $(41.3) million and goodwill of $(135.3) million.
|
| • |
For the year, net (loss) attributable to common shareholders was approximately $(411.9)
million, or $(11.41) per basic and diluted share, compared to net income attributable to common shareholders of approximately $1.6 million, or $0.04 per basic and diluted share, for the prior year, primarily due to the
net loss on the disposition of assets of $(139.3) million as a result of the Office Portfolio Sale, non-cash impairment of real estate of $($127.6) million, non-cash impairment of goodwill of $(135.3) million, and
transaction expenses of $(22.4) million.
|
| • |
For the quarter, AFFO was approximately $29.6 million, or $0.75 per basic and diluted share, compared to $60.2 million, or $1.52 per basic and diluted share, for the same quarter last year, primarily due to a $43.2 million decrease in rental
income primarily due to the Office Portfolio Sale.
|
| • |
For the year, AFFO was approximately $190.7 million, or $4.81 per basic and diluted share, compared to $219.2 million, or $5.79 per basic and diluted share, for the prior year, primarily attributable to a $43.4 million decrease in rental
income due to the Office Portfolio Sale.
|
| • |
For the year, reduced debt by approximately $1.1 billion primarily utilizing proceeds from sales.
|
| • |
For the year, extended the maturity date of the $750.0 million revolving credit facility (the "Revolving Credit Facility") to June 2024 (including three three-month extensions).
|
| • |
Subsequent to year-end, further extended the maturity date of the Revolving Credit Facility to January 2026, subject to, among other things, the Company completing a listing of its
common shares on the New York Stock Exchange.
|
|
December 31, 2022
|
December 31, 2021
|
|||||||
|
ASSETS
|
||||||||
|
Cash and cash equivalents
|
$
|
233,180
|
$
|
168,618
|
||||
|
Restricted cash
|
4,764
|
17,522
|
||||||
|
Real estate:
|
||||||||
|
Land
|
327,408
|
584,291
|
||||||
|
Building and improvements
|
2,631,965
|
4,104,782
|
||||||
|
Tenant origination and absorption cost
|
535,889
|
876,324
|
||||||
|
Construction in progress
|
1,994
|
4,763
|
||||||
|
Total real estate
|
3,497,256
|
5,570,160
|
||||||
|
Less: accumulated depreciation and amortization
|
(644,639
|
)
|
(993,323
|
)
|
||||
|
Total real estate, net
|
2,852,617
|
4,576,837
|
||||||
|
Investments in unconsolidated entities
|
$
|
178,647
|
—
|
|||||
|
Intangible assets, net
|
33,861
|
43,100
|
||||||
|
Deferred rent receivable
|
79,572
|
108,896
|
||||||
|
Deferred leasing costs, net
|
26,507
|
44,505
|
||||||
|
Goodwill
|
94,678
|
229,948
|
||||||
|
Due from affiliates
|
—
|
271
|
||||||
|
Right of use asset
|
35,453
|
39,482
|
||||||
|
Interest rate swap asset
|
41,404
|
3,456
|
||||||
|
Other assets
|
31,877
|
40,382
|
||||||
|
Real estate assets and other assets held for sale, net
|
20,816
|
$
|
—
|
|||||
|
Total assets
|
$
|
3,633,376
|
$
|
5,273,017
|
||||
|
LIABILITIES AND EQUITY
|
||||||||
|
Debt, net
|
$
|
1,485,402
|
$
|
2,532,377
|
||||
|
Restricted reserves
|
627
|
8,644
|
||||||
|
Interest rate swap liability
|
—
|
25,108
|
||||||
|
Distributions payable
|
12,402
|
12,396
|
||||||
|
Due to affiliates
|
1,458
|
2,418
|
||||||
|
Intangible liabilities, net
|
20,658
|
30,626
|
||||||
|
Lease liability
|
46,519
|
50,896
|
||||||
|
Accrued expenses and other liabilities
|
80,175
|
109,121
|
||||||
|
Total liabilities
|
1,647,241
|
2,771,586
|
||||||
|
Perpetual convertible preferred shares
|
125,000
|
125,000
|
||||||
|
Noncontrolling interests subject to redemption; 556,099 and 556,099 units as of December 31, 2022
and December 31, 2021, respectively
|
3,812
|
4,768
|
||||||
|
Shareholders' equity:
|
||||||||
|
Common stock, $0.001 par value; 800,000,000 shares authorized; 35,999,898 and 36,070,902 shares outstanding in the aggregate as of December 31, 2022 and December 31, 2021, respectively
|
36
|
36
|
||||||
|
Additional paid-in capital
|
2,948,600
|
2,952,261
|
||||||
|
Cumulative distributions
|
(1,036,678
|
)
|
(922,562
|
)
|
||||
|
Accumulated (loss) income
|
(269,926
|
)
|
141,983
|
|||||
|
Accumulated other comprehensive income (loss)
|
40,636
|
(18,708
|
)
|
|||||
|
Total shareholders' equity
|
1,682,668
|
2,153,010
|
||||||
|
Noncontrolling interests
|
174,655
|
218,653
|
||||||
|
Total equity
|
1,857,323
|
2,371,663
|
||||||
|
Total liabilities and equity
|
$
|
3,633,376
|
$
|
5,273,017
|
||||
|
Three Months Ended December 31,
|
Year Ended December 31,
|
|||||||||||||||
|
2022
|
2021
|
2022
|
2021
|
|||||||||||||
|
Revenue:
|
||||||||||||||||
|
Rental income
|
$
|
75,893
|
$
|
119,125
|
$
|
416,485
|
$
|
459,872
|
||||||||
|
Expenses:
|
||||||||||||||||
|
Property operating expense
|
9,357
|
16,687
|
52,451
|
61,259
|
||||||||||||
|
Property tax expense
|
6,065
|
10,708
|
37,317
|
41,248
|
||||||||||||
|
Property management fees to non-affiliates
|
589
|
1,051
|
3,496
|
4,066
|
||||||||||||
|
General and administrative expenses
|
11,706
|
10,350
|
39,893
|
40,479
|
||||||||||||
|
Corporate operating expenses to affiliates
|
284
|
630
|
1,349
|
2,520
|
||||||||||||
|
Real estate impairment provision
|
41,323
|
—
|
127,577
|
4,242
|
||||||||||||
|
Depreciation and amortization
|
35,275
|
54,922
|
190,745
|
209,638
|
||||||||||||
|
Total expenses
|
104,599
|
94,348
|
452,828
|
363,452
|
||||||||||||
|
Income before other income and (expenses)
|
(28,706
|
)
|
24,777
|
(36,343
|
)
|
96,420
|
||||||||||
|
Other income (expenses):
|
||||||||||||||||
|
Interest expense
|
(16,501
|
)
|
(21,425
|
)
|
(84,816
|
)
|
(85,087
|
)
|
||||||||
|
Extinguishment of debt
|
—
|
—
|
(13,249
|
)
|
—
|
|||||||||||
|
Other income, net
|
(181
|
)
|
1,289
|
(45
|
)
|
1,521
|
||||||||||
|
Net loss from investment in unconsolidated entities
|
(9,993
|
)
|
—
|
(9,993
|
)
|
8
|
||||||||||
|
(Loss) gain from disposition of assets
|
(43,767
|
)
|
—
|
(139,280
|
)
|
(326
|
)
|
|||||||||
|
Impairment provision, goodwill
|
(135,270
|
)
|
—
|
(135,270
|
)
|
—
|
||||||||||
|
Transaction expenses
|
(13,724
|
)
|
(966
|
)
|
(22,386
|
)
|
(966
|
)
|
||||||||
|
Net (loss) income
|
(248,142
|
)
|
3,675
|
(441,382
|
)
|
11,570
|
||||||||||
|
Distributions to redeemable preferred shareholders
|
(2,516
|
)
|
(2,516
|
)
|
(10,063
|
)
|
(9,698
|
)
|
||||||||
|
Net (income) loss attributable to noncontrolling interests
|
22,071
|
(102
|
)
|
39,714
|
(66
|
)
|
||||||||||
|
Net income (loss) attributable to controlling interest
|
(228,587
|
)
|
1,057
|
(411,731
|
)
|
1,806
|
||||||||||
|
Distributions to redeemable noncontrolling interests attributable to common shareholders
|
(45
|
)
|
(45
|
)
|
(178
|
)
|
(177
|
)
|
||||||||
|
Net (loss) income attributable to common shareholders
|
$
|
(228,632
|
)
|
$
|
1,012
|
$
|
(411,909
|
)
|
$
|
1,629
|
||||||
|
Net (loss) income attributable to common shareholders per share, basic and diluted
|
$
|
(6.34
|
)
|
$
|
0.03
|
$
|
(11.41
|
)
|
$
|
0.04
|
||||||
|
Weighted average number of common shares outstanding, basic and diluted
|
35,999,203
|
36,022,888
|
36,057,825
|
34,361,208
|
||||||||||||
|
Cash distributions declared per common share
|
0.80
|
0.80
|
3.16
|
3.16
|
||||||||||||
|
Three Months Ended December 31,
|
Year Ended December 31,
|
|||||||||||||||
|
2022
|
2021
|
2022
|
2021
|
|||||||||||||
|
Net income
|
$
|
(248,142
|
)
|
$
|
3,675
|
$
|
(441,382
|
)
|
$
|
11,570
|
||||||
|
Adjustments:
|
||||||||||||||||
|
Depreciation of building and improvements
|
22,336
|
33,035
|
113,191
|
125,388
|
||||||||||||
|
Amortization of leasing costs and intangibles
|
13,037
|
21,977
|
77,926
|
84,598
|
||||||||||||
|
Impairment provision, real estate
|
41,323
|
—
|
127,577
|
4,242
|
||||||||||||
|
Loss from disposition of assets, net
|
43,767
|
—
|
139,280
|
326
|
||||||||||||
|
Company's share of amortization of intangible assets- unconsolidated entity
|
4,643
|
—
|
4,643
|
—
|
||||||||||||
|
Company's share of loss on sale of unconsolidated entity
|
3,558
|
—
|
3,558
|
(8
|
)
|
|||||||||||
|
FFO
|
(119,478
|
)
|
58,687
|
24,793
|
226,116
|
|||||||||||
|
Distribution to redeemable preferred shareholders
|
(2,515
|
)
|
(2,516
|
)
|
(10,063
|
)
|
(9,698
|
)
|
||||||||
|
FFO attributable to common shareholders and limited partners
|
$
|
(121,993
|
)
|
$
|
56,171
|
$
|
14,730
|
$
|
216,418
|
|||||||
|
Reconciliation of FFO to AFFO:
|
||||||||||||||||
|
FFO attributable to common shareholders and limited partners
|
$
|
(121,993
|
)
|
$
|
56,171
|
$
|
14,730
|
$
|
216,418
|
|||||||
|
Adjustments:
|
||||||||||||||||
|
Revenues in excess of cash received, net
|
(5,199
|
)
|
639
|
(15,407
|
)
|
(10,780
|
)
|
|||||||||
|
Amortization of share-based compensation
|
3,433
|
1,752
|
9,573
|
7,470
|
||||||||||||
|
Deferred rent - ground lease
|
433
|
516
|
1,951
|
2,064
|
||||||||||||
|
Unrealized loss (gain) on investments
|
15
|
(5
|
)
|
195
|
(15
|
)
|
||||||||||
|
Loss on debt breakage costs — write-off of deferred financing costs
|
—
|
—
|
1,771
|
—
|
||||||||||||
|
Amortization of deferred financing costs
|
993
|
809
|
3,544
|
3,184
|
||||||||||||
|
Company's share of amortization of deferred financing costs- unconsolidated entity
|
3,740
|
—
|
3,740
|
—
|
||||||||||||
|
Company's share of revenues in excess of cash received (straight-line rents) - unconsolidated entity
|
(257
|
)
|
—
|
(257
|
)
|
—
|
||||||||||
|
Company's share of amortization of above market rent - unconsolidated entity
|
(58
|
)
|
—
|
(58
|
)
|
—
|
||||||||||
|
Amortization of lease inducements
|
79
|
69
|
537
|
278
|
||||||||||||
|
Amortization of above/(below) market rent, net
|
(923
|
)
|
(691
|
)
|
(2,205
|
)
|
(1,323
|
)
|
||||||||
|
Amortization of debt premium/(discount), net
|
103
|
103
|
409
|
409
|
||||||||||||
|
Amortization of ground leasehold interests
|
(98
|
)
|
(91
|
)
|
(372
|
)
|
(350
|
)
|
||||||||
|
Amortization of below tax benefit amortization
|
377
|
377
|
1,494
|
1,252
|
||||||||||||
|
Employee separation expense
|
—
|
777
|
72
|
777
|
||||||||||||
|
Write-off of transaction costs
|
—
|
3
|
28
|
65
|
||||||||||||
|
Write-off of reserve liability
|
—
|
(1,166
|
)
|
(1,166
|
)
|
|||||||||||
|
Goodwill impairment provision
|
135,270
|
—
|
135,270
|
—
|
||||||||||||
|
Transaction expenses
|
13,724
|
966
|
22,386
|
966
|
||||||||||||
|
Debt breakage costs
|
—
|
—
|
13,249
|
—
|
||||||||||||
|
AFFO available to common shareholders and limited partners
|
$
|
29,639
|
$
|
60,229
|
$
|
190,650
|
$
|
219,249
|
||||||||
|
FFO per share, basic and diluted
|
$
|
(3.09
|
)
|
$
|
1.42
|
$
|
0.37
|
$
|
5.71
|
|||||||
|
AFFO per share, basic and diluted
|
$
|
0.75
|
$
|
1.52
|
$
|
4.81
|
$
|
5.79
|
||||||||
|
Weighted-average common shares outstanding - basic EPS
|
35,999,203
|
36,022,888
|
36,057,825
|
34,361,208
|
||||||||||||
|
Weighted-average OP Units
|
3,537,654
|
3,537,654
|
3,537,654
|
3,537,654
|
||||||||||||
|
Weighted-average common shares and OP Units outstanding - basic and diluted FFO/AFFO
|
39,536,857
|
39,560,542
|
39,595,479
|
37,898,862
|
||||||||||||