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| CSA > SEC Filings for CSA > Form 10-Q on 10-Nov-2008 | All Recent SEC Filings |
10-Nov-2008
Quarterly Report
• the Company's ability to integrate Erdman;
• the Company's ability to obtain future financing arrangements;
• estimates relating to the Company's future distributions;
• the Company's understanding of the Company's competition;
• the Company's ability to renew the Company's ground leases;
• changes in the reimbursement available to the Company's tenants by government or private payors;
• the Company's tenants' ability to make rent payments;
• defaults by tenants;
• market trends; and
• projected capital expenditures.
Forward-looking statements are based on estimates as of the date of this report.
The Company disclaims any obligation to publicly release the results of any
revisions to these forward-looking statements reflecting new estimates, events
or circumstances after the date of this report.
Overview
The Company is a fully-integrated, self-administered, and self-managed REIT
that invests in specialty office buildings for the medical profession, including
medical offices and ambulatory surgery and diagnostic centers. The Company
focuses on the ownership, development, redevelopment, acquisition, and
management of strategically located medical office buildings and other
healthcare related facilities in the United States of America. The Company has
been built around understanding and addressing the specialized real estate needs
of the healthcare industry.
On March 10, 2008, the Company merged with MEA, which wholly owns Erdman.
Erdman is a market-leading provider of design-build healthcare facilities
throughout the United States of America. Erdman's service offerings include
advance planning, architecture, engineering, and construction. Combined, the
Company is a fully integrated healthcare facilities solutions company providing
services from conceptual planning to long-term property management.
Core Capabilities [[Image Removed: (PIE CHART)]] Core Capabilities
Erdman Cogdell Spencer
Advance Planning Ownership
Design Development
Construction Acquisitions
Property Management
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The Company is building a national portfolio of healthcare properties located
on hospital campuses. Since the Company's initial public offering in 2005, the
Company has acquired properties in five new states and multiple new markets.
During the nine months ended September 30, 2008, the Company acquired two
off-market acquisitions that were a result of strong relationships with existing
clients. Client relationships and advance planning services provided by Erdman
also give the Company the ability to be included in the initial project
discussions that can lead to ownership and investment in healthcare properties.
The Company's development team has completed four projects since the
Company's initial public offering in 2005. In the fourth quarter of 2007, the
Company broke ground on the St. Luke's Riverside Outpatient Campus project,
which is a $100 million, 400,000 square foot, four building project including
two medical office buildings. The Company will retain ownership in the two
medical office buildings, which are valued between $35 and $40 million.
During the third quarter of 2008, the Company formed a joint venture with
Northwestern Mutual. The joint venture, named Cogdell Spencer Medical Partners
LLC, expects to acquire up to approximately $350.0 million of medical office
buildings and other healthcare facilities nationwide, predominantly associated
with not-for-profit healthcare systems and large physician-owned clinics. The
Company will contribute 20% of the equity capital to fund future acquisitions in
this joint venture. The joint venture will be the Company's exclusive vehicle
for cash acquisitions.
On September 2, 2008, the Company announced the first synergy project since
the closing of the Merger with Erdman. The project will include design/build
(architectural, engineering, and construction), development, and property
management services. The $22.4 million project is a 75,985 square foot medical
office building and outpatient treatment center located in Pensacola, Florida.
The project is 100% pre-leased and scheduled for completion in December 2009.
The Company expects to own approximately 40% of the building through a joint
venture with the physician tenants of the building. In connection with this
project, the Company obtained financing in an amount up to $16.8 million and for
a total term of ten years, inclusive of an 18-month construction period. The
loan provides for payments of interest-only during the construction period at a
rate of one-month LIBOR plus 1.50%. After the construction period, the loan
converts to an amortizing loan with monthly payments based on a 25-year
amortization schedule. The Company has entered into a forward starting interest
rate swap agreement that effectively fixes the interest rate at 6.21% after the
construction period through maturity. The loan matures September 2018.
Since its founding in 1951, Erdman has designed, engineered, or built over
5,000 healthcare facilities, which support more than 50,000 physicians. In 2007,
Erdman achieved $324 million in revenue and increased its backlog. Erdman was
ranked as the number one healthcare design-build firm for 2007 by Modern
Healthcare's 2008 Construction and Design Survey.
The Company's property management team has a proactive, customer-focused
service approach that leads to faster response times and greater resources to
serve tenants. The Company's management believes that a strong internal property
management capability is a vital component of the Company's business, both for
the properties that the Company owns and for those that the Company manages. In
2008, the Company will continue the "Celebrating 25 Years" Campaign, which
recognizes the long-term relationships between the Company and its healthcare
system clients and partners.
As of September 30, 2008, the Company owned and/or managed 116 medical office
buildings ("MOBs") and healthcare related facilities, serving 27 hospital
systems in 13 states. The Company's portfolio consists of:
• 62 properties, comprised of 3.3 million net rentable square feet, each of
which the Company wholly-owns or is a consolidated real estate partnership;
• Three properties, comprised of 0.2 million net rentable square feet, in which the Company owns a minority interest; and
• 51 properties, comprised of 2.2 million net rentable square feet, that the Company manages for third parties.
As of September 30, 2008, of the Company's wholly-owned properties, 81% were
located on hospital campuses and an additional 7% were located off-campus, but
were hospital anchored. The Company believes that its on-campus and hospital
anchored assets occupy a premier franchise location in relation to local
hospitals, providing the Company's properties with a distinct competitive
advantage over alternative medical office space in an area. As of September 30,
2008, the Company's in-service, consolidated wholly-owned and joint venture
properties were approximately 91.9% occupied, with a weighted average remaining
lease term of approximately 4.8 years.
Factors Which May Influence Future Results of Operations
The Company derives a significant portion of its revenues from two sources:
1) rents received from tenants under existing leases in medical office buildings
and other healthcare related facilities, and 2) design-build services for
healthcare customers. The Company derives a lesser portion of its revenues from
fees that are paid for managing and developing medical office buildings and
other healthcare related facilities for third parties.
Generally, the Company's revenues and expenses have remained consistent
except for growth due to property and business acquisitions and timing of
development fee earnings. Erdman's financial results can be affected by weather
at the construction sites, amount and timing of capital spending by healthcare
systems and providers, and the demand for Erdman's services in the healthcare
facilities market. Fluctuations in the commercial property credit markets and
changes in variable interest rates could influence the Company's borrowing
costs.
Critical Accounting Policies
The Company's discussion and analysis of financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared on the accrual basis of accounting in conformity with GAAP.
All significant intercompany balances and transactions have been eliminated in
consolidation and combination.
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amount of revenues and expenses in the reporting period. The Company's actual
results may differ from these estimates. Management has provided a summary of
the Company's significant accounting policies in Note 2 to the Company's
consolidated financial statements included in its Annual Report on Form 10-K for
the year ended December 31, 2007. Critical accounting policies are those judged
to involve accounting estimates or assumptions that may be material due to the
levels of subjectivity and judgment necessary to account for uncertain matters
or susceptibility of such matters to change. Other companies in similar
businesses may utilize different estimation policies and methodologies, which
may impact the comparability of the Company's results of operations and
financial condition to those companies.
Acquisition of Real Estate
The price that the Company pays to acquire a property is impacted by many
factors, including the condition of the buildings and improvements, the
occupancy of the building, the existence of above and below market tenant
leases, the creditworthiness of the tenants, favorable or unfavorable financing,
above or below market ground leases and numerous other factors. Accordingly, the
Company is required to make subjective assessments to allocate the purchase
price paid to acquire investments in real estate among the assets acquired and
liabilities assumed based on the Company's estimate of the fair values of such
assets and liabilities. This includes determining the value of the buildings and
improvements, land, any ground leases, tenant improvements, in-place tenant
leases, tenant relationships, the value (or negative value) of above (or below)
market leases and any debt assumed from the seller or loans made by the seller
to the Company. Each of these estimates requires significant judgment and some
of the estimates involve complex calculations. The Company's calculation
methodology is summarized in Note 2 to the Company's audited consolidated
financial statements included in its Annual Report on Form 10-K for the year
ended December 31, 2007. These allocation assessments have a direct impact on
the Company's results of operations because if the Company were to allocate more
value to land there would be no depreciation with respect to such amount or if
the Company were to allocate more value to the buildings as opposed to
allocating to the value of tenant leases, this amount would be recognized as an
expense over a much longer period of time, since the amounts allocated to
buildings are depreciated over the estimated lives of the buildings whereas
amounts allocated to tenant leases are amortized over the terms of the leases.
Additionally, the amortization of value (or negative value) assigned to above
(or below) market rate leases is recorded as an adjustment to rental revenue as
compared to amortization of the value of in-place leases and tenant
relationships, which is included in depreciation and amortization in the
Company's consolidated and combined statements of operations.
Useful Lives of Assets
The Company is required to make subjective assessments as to the useful lives
of the Company's properties and intangible assets for purposes of determining
the amount of depreciation and amortization to record on an annual basis with
respect to the Company's assets. These assessments have a direct impact on the
Company's net income (loss) because if the Company were to shorten the expected
useful lives, then the Company would depreciate or amortize such assets over
fewer years, resulting in more depreciation or amortization expense on an annual
basis.
Asset Impairment Valuation
The Company reviews the carrying value of its properties, goodwill, and
intangible assets when circumstances, such as adverse market conditions,
indicate a potential impairment may exist. The Company bases its review on an
estimate of the future cash flows (excluding interest charges) expected to
result from the real estate or business investment's use and eventual
disposition. The Company considers factors such as future operating income,
trends and prospects, as well as the effects of leasing demand, competition and
other factors. If the Company's evaluation indicates that it may be unable to
recover the carrying value of an investment, an impairment loss is recorded to
the extent that the carrying value exceeds the estimated fair value of the
asset. These losses have a direct impact on the Company's net income because
recording an impairment loss results in an immediate negative adjustment to
operating results. The evaluation of anticipated cash flows is highly subjective
and is based in part on assumptions regarding future sales, backlog, occupancy,
rental rates and capital requirements that could differ materially from actual
results in future periods. Since cash flows on properties considered to be
long-lived assets to be held and used are considered on an undiscounted basis to
determine whether an asset has been impaired, the Company's strategy of holding
properties over the long-term directly decreases the likelihood of recording an
impairment loss for properties. If the Company's strategy changes or market
conditions otherwise dictate an earlier sale date, an impairment loss may be
recognized and such loss could be material. If the Company determines that
impairment has occurred, the affected assets must be reduced to their fair
value. No such impairment losses have been recognized to date. The Company
estimates the fair value of rental properties utilizing a discounted cash flow
analysis that includes projections of future revenues, expenses and capital
improvement costs, similar to the income approach that is commonly utilized by
appraisers. The Company reviews the value of Goodwill using an income approach
on an annual basis and when circumstances indicate a potential impairment may
exist.
Revenue Recognition
Rental income related to non-cancelable operating leases is recognized using
the straight line method over the terms of the tenant leases. Deferred rents
included in the Company's consolidated balance sheets represent the aggregate
excess of rental revenue recognized on a straight line basis over the rental
revenue that would be recognized under the cash flow received, based on the
terms of the leases. The Company's leases generally contain provisions under
which the tenants reimburse the Company for all property operating expenses and
real estate taxes incurred by the Company. Such reimbursements are recognized in
the period that the expenses are incurred. Lease termination fees are recognized
when the related leases are canceled and the Company has no continuing
obligation to provide services to such former tenants. As discussed above, the
Company recognizes amortization of the value of acquired above or below market
tenant leases as a reduction of rental income in the case of above market leases
or an increase to rental revenue in the case of below market leases.
For design-build contracts, the Company recognizes revenue under the
percentage of completion method. Due to the volume, varying complexity, and
other factors related to the Company's design-build contracts, the estimates
required to determine percentage of completion are complex and use subjective
judgments. Changes in labor costs and material inputs can have a significant
impact on the percentage of completion calculations. The Company and Erdman have
a long history of developing reasonable and dependable estimates related to
design-build contracts with clear requirements and rights of the parties to the
contracts. As long-term design-build projects extend over one or more years,
revisions in cost and estimate earnings during the course of the work are
reflected in the accounting period in which the facts which require the revision
become known. At the time a loss on a design-build project becomes known, the
entire amount of the estimated ultimate loss is recognized in the consolidated
financial statements.
The Company receives fees for property management and development and
consulting services from time to time from third parties which are reflected as
fee revenue. Management fees are generally based on a percentage of revenues for
the month as defined in the related property management agreements. Revenue from
development and consulting agreements is recognized as earned per the
agreements. Due to the amount of control retained by the Company, most joint
venture developments will be consolidated; therefore, those development fees
will be eliminated in consolidation. However, the Cogdell Spencer Medical
Partners, LLC partnership is an unconsolidated entity.
Other income shown in the statement of operations, generally includes
interest income, primarily from the amortization of unearned income on a
sales-type capital lease recognized in accordance with Statement of Financial
Accounting Standards No. 13 ("SFAS 13"), and other income incidental to the
Company's operations and is recognized when earned.
The Company must make subjective estimates as to when the Company's revenue
is earned and the collectibility of the Company's accounts receivable related to
design-build contracts and other sales, minimum rent, deferred rent, expense
reimbursements, lease termination fees and other income. The Company
specifically analyzes accounts receivable and historical bad debts, tenant and
customer concentrations, tenant and customer creditworthiness, and current
economic trends when evaluating the adequacy of the allowance for bad debts.
These estimates have a direct impact on the Company's net income because a
higher bad debt allowance would result in lower net income, and recognizing
rental revenue as earned in one period versus another would result in higher or
lower net income for a particular period.
REIT Qualification Requirements
The Company is subject to a number of operational and organizational
requirements to qualify and then maintain qualification as a REIT. If the
Company does not qualify as a REIT, its income would become subject to U.S.
federal, state and local income taxes at regular corporate rates that would be
substantial and the Company cannot re-elect to qualify as a REIT for five years.
The resulting adverse effects on the Company's results of operations, liquidity
and amounts distributable to stockholders would be material.
Changes in Financial Condition
On January 23, 2008, the Company issued 3,448,278 shares of common stock to
certain institutional investors at a price of $15.95 per share resulting in net
proceeds to the Company of approximately $53.8 million. On September 10, 2008,
the Company issued 2,160,000 shares of common stock in a public offering at a
price of $18.50 per share resulting in net proceeds to the Company of
approximately $37.6 million. The net proceeds of both offerings were used to
reduce outstanding principal on the Company's Credit Facility and for working
capital purposes. For more information on the Credit Facility, see "Liquidity
and Capital Resources."
As discussed in Note 3 and Note 8 in the accompanying consolidated financial
statements, the Company completed the Merger with Erdman, amended the Credit
Facility, and obtained $100.0 million in term debt.
Results of Operations
The Company's loss from operations is generated primarily from operations of
its properties and design-build services. The changes in operating results from
period to period reflect changes in existing property performance, changes in
the number of properties due to development, acquisition, or disposition of
properties, and the operating results of the design-build segment.
For the three and nine months ended September 30, 2008, there are three
months and seven months, respectively, of operating activity related to the
Erdman subsidiary.
Business Segments
The Company has two identified reportable segments: (1) property operations
and (2) design-build and development. The Company defines business segments by
their distinct customer base and service provided. Each segment operates under a
separate management group and produces discrete financial information, which is
reviewed by the chief operating decision maker to make resource allocation
decisions and assess performance. See Note 5 of the accompanying consolidated
financial statements.
Property Summary
The following is an activity summary of the Company's portfolio of
wholly-owned and consolidated partnership properties for the three and nine
months ended September 30, 2008 and 2007 and the year ended December 31, 2007:
Three Months Ended Nine Months Ended
September 30, 2008 September 30, 2007 September 30, 2008 September 30, 2007
Properties at beginning of the period 62 53 59 50
Acquisitions - 2 2 3
In-service completed developments - - 1 1
Lease-up completed development - 1 - 2
Properties at end of the period 62 56 62 56
Year Ended
December 31, 2007
Properties at January 1 51
Acquisitions 5
In-service completed developments 2
Lease-up completed development 1
Properties at December 31 59
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The above tables include East Jefferson Medical Specialty Building, which is accounted for as a sales-type capital lease. A property is considered "in-service" upon the earlier of (1) lease-up and substantial completion of tenant improvements, or (2) one year after cessation of major construction. For portfolio and operational data, a single in-service date is used. For GAAP reporting, a property is placed into service in stages as construction is completed and the property and tenant space is available for its intended use.
Comparison of the three months ended September 30, 2008 and 2007
FFOM
FFOM increased $3.2 million, or 63.5%, from $5.0 million in the three months
ended September 30, 2007 to $8.2 million for the three months ended
September 30, 2008. The increase in FFOM is due to: (1) $8.9 million increase in
FFOM for the design-build and development segment, of which the majority of the
segment's increase is due to the inclusion of Erdman's operating activity for
the three months ended September 30, 2008; and (2) $1.2 million increase in FFOM
from property acquisitions and completed developments. These increases in FFOM
were offset by a $2.6 million increase in interest expense due to increased
outstanding debt balances, $2.4 million income tax expense primarily related to
taxable income at the Erdman subsidiary, a $0.9 million minority interest
charge, and a $1.3 million increase in corporate general and administrative
expenses primarily due to increased incentive compensation expense and
professional fees. The $0.9 minority interest charge is due to a consolidated
real estate partnership's negative partner's equity that resulted from a debt
refinance proceeds cash distribution to the 65.5% owner and subsequent cash
distributions to the 65.5% owner and GAAP net losses. In accordance with GAAP,
the consolidating partner is required to record a charge to minority interest
for distributions and net losses when the partnership's partners' equity is
negative.
See Note 5 to the accompanying consolidated financial statements for business
segment information and management's use of FFO and FFOM to evaluate operating
performance. The following table presents the reconciliation of FFO and FFOM to
net loss, which is the most directly comparable GAAP measure to FFO and FFOM,
for the three months ended September 30, 2008 and 2007 (in thousands, except per
share and OP unit amounts):
For the Three Months Ended
September 30, September 30,
2008 2007
Net loss $ (1,086 ) $ (1,602 )
Plus minority interests in operating partnership (639 ) (615 )
Plus real estate related depreciation and amortization 7,494 7,180
Funds from Operations (FFO) 5,769 4,963
Plus amortization of intangibles related to purchase
accounting, net of income tax benefit 2,390 26
Funds from Operations Modified (FFOM) $ 8,159 $ 4,989
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Revenue
Rental revenue increased $3.2 million, or 19.7%, from $16.4 million in the
three months ended September 30, 2007 to $19.6 million for the three months
ended September 30, 2008. Rental revenue from acquisition properties and
completed developments increased $3.0 million. Same-property revenue increased
. . .
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