Arthur William Stein
Analyst · KeyBanc Capital Markets
Thank you, Matt. Good morning, and good afternoon, everyone. Let me start by addressing the straight-line rent expense adjustment that Mike mentioned in his remarks. We booked a $10 million noncash true-up in the third quarter because we discovered that we had not previously remeasured the straight-line rent expense related to one of the handful of leasehold interests in our portfolio when we executed a 10-year early extension and modification of this leasehold in September of 2010. The $10 million adjustment that we booked during the quarter represents a catch-up of the noncash straight-line rent that should have been recorded from the fourth quarter of 2010 through the third quarter of 2013 at a run rate of approximately $830,000 per quarter. The entire prior-period adjustment has been included in reported FFO, whereas only the current period of $830,000 has been included in core FFO for the third quarter of 2013. Let me emphasize that the straight-line rent is always and everywhere an add back to FFO in the calculation of AFFO. So there is no impact on AFFO, regardless, for any period involved. Since the annualized straight-line rent expense adjustment represents an immaterial percentage of net income in each of the affected periods, we believe that it is not material. Consequently, we currently believe that it is unlikely to give rise to a material weakness. We believe that our internal controls are adequate. We have since reinforced our existing policies and implemented supplemental policies to address this specific issue. We believe that we've taken the right steps and have fixed the problem. If we can better help you understand the nature of the issue or its resolution during the Q&A portion of today's call, we'll be happy to do so. Moving on to our results. We reported third quarter FFO per share of $1.10 and core FFO per share of $1.16 compared to the consensus analyst estimate of $1.20. Starting on Page 9 of the presentation, let me walk through the various components and attempt to bridge the gap from our third quarter results to the $1.22 we reported in the second quarter as a proxy for the consensus estimate. The first item to note is the $10 million straight-line rent expense adjustment for 111 Eighth Avenue in New York. The entire $10 million adjustment, or a little over $0.07 per share, is included in reported FFO. In contrast, only the current period portion of $830,000, or less than $0.01 a share, is included in core FFO for the third quarter of 2013. Higher property taxes costs us a little over $0.01 per share this quarter, primarily due to additional county personal property taxes assessments in Santa Clara and in Texas. We believe these personal property taxes estimates represent double, and in some cases potentially triple, taxation since the counties charge personal property taxes but do not deduct personal property from a real estate assessment, and our tenants are taxed on their personal property as well. We will, of course, appeal these aggressive assessments, but in the meantime, we have accrued for the higher rates. The second quarter also included $0.04 from a gain on an insurance settlement, as well as an extra $0.01 of catch-up from the first quarter for the change in capitalization policy announced on the last call. Finally, G&A accounts for $0.02 of favorable variance in the third quarter since our independent directors are awarded a fully vested equity grant in the second quarter of each year. Adjusting the future run rate for each of these items gets you to the clean quarterly run rate of $1.14 to $1.15 or $4.60 annualized. This represents the base from which future growth forecasts should be framed, in our view. Moving on to Page 11 and turning now to our outlook going forward. We are revising our 2013 FFO per share guidance to $4.60 to $4.62, down from $4.73 to $4.82 previously, and revising guidance for 2013 core FFO per share to $4.65 to $4.67, down from the prior range of $4.74 to $4.83. The primary variables relative to our prior forecast include $0.07 per share for the straight-line rent accrual on 111 Eighth, $0.01 per share due to the lower-than-expected acquisitions. The joint venture with the Prudential Core fund is $0.11 dilutive on an annualized basis, so we will see $0.03 of that in the fourth quarter and another $0.08 next year. Finally, delayed lease commencements account for $0.06 per share. In hindsight, our sales forecasts for recognized revenue have been too aggressive. Our signings have been on target, but revenue recognition has not lined up with our projections. Nevertheless, as Mike pointed out during his remarks and as you can see, if you refer back to Page 3 of the presentation, the backlog of leases signed but not yet commenced does represent an extremely strong tailwind of contractually baked-in NOI that will come online over the intermediate term. We are still in the process of finalizing our budgets for next year, so we are not providing formal guidance for 2014 at this time. But we have outlined the broad brush strokes for next year in the earnings release. Clearly, the pace of our earnings growth has moderated somewhat as our sector has matured and the size of our asset base has grown dramatically. Even so, we expect to deliver respectable mid-single digits FFO per share growth, even on a $13 billion asset base. And now I would like to turn to our funding strategy and capital markets activities. As previously announced, we refinanced our global credit facilities in August, upsizing the line of credit from $1.8 billion to $2 billion and the term loan from $750 million to $1 billion. All-in pricing for the line of credit was reduced from 150 basis points to 130 basis points and all-in pricing for the term loan was reduced from 145 basis points to 120 basis points. In late September, we formed a $369 million joint venture with Prudential Real Estate Investors, as Mike mentioned, at a 6.7% cap rate. Since this transaction has already been announced, I'm not going to dwell on too many of the details here on Page 12. But I would like to highlight 2 numbers, mid-teens and 20, that I think have been largely overlooked with respect to this transaction. Specifically, we achieved an unlevered IRR of over 20% on the sale of our interest to the joint venture and we expect to earn a mid-teens return on our residual equity interest going forward. I also think it's important to note that the fee-stream figured into the pricing of the transaction. Said differently, the cap rate unquestionably would have been lower had this been structured as an outright sale rather than a joint venture. We believe that this transaction represents very solid execution and achieved our objectives of maximizing the menu of capital options available to us, while minimizing the related costs and simultaneously demonstrating the appeal of our data centers to a core institutional real estate investor. Proceeds from the joint venture have initially been used to pay down short-term debt. And as you can see from the credit stats on Page 13, we maintain a flexible investment grade balance sheet. We do not expect to need to access common equity in 2014, barring any unusual portfolio or M&A transaction activity. We do, however, expect to raise preferred equity sooner rather than later, and may also revisit the corporate unsecured bond markets as well to take advantage of what we believe is an attractive low rate window. The front loading of these anticipated long-term capital raises is one of the drivers behind our below consensus outlook for next year. But we believe it is the prudent course of balance sheet management. I would also like to point out that our exchangeable debentures are expected to convert into common equity in April of next year and that conversion will improve the debt-to-EBITDA by 0.3 turns. As indicated in yesterday's press release, our Board of Directors recently authorized a $500 million share repurchase to give us the flexibility to opportunistically buy back stock when the public market values our portfolio at a meaningful discount to the private market value. At present, however, we believe the double-digit yields that we are achieving on development still represent the best risk-adjusted returns available to us. In closing, I would like to draw your attention to several enhancements that we've made to our quarterly supplemental package in direct response to feedback from the investment community on our disclosure practices. As you can see on Page 32 of the supplemental, we've added a new schedule with details on our land holdings, including acreage, as well as our cost basis. In addition to the leasing activity typically disclosed, on Pages 29 and 30, in our traditional schedule, we've modified the format and added the following new metrics: the initial stabilized cash rent per square foot for new leases; the change in cash rents on renewal leases; tenant retention; and rolling 12 months in addition to the current quarter's activity. The presentation that we posted on the website to accompany today's call is a further step in the direction of improving our communication with The Street. We aim to continue to improve the transparency of our financial disclosures over time and we welcome additional input from analysts and investors in that process. This concludes today's prepared remarks. I would now like to turn the call back over to the operator and we will be pleased to take your questions. Operator?