Equity Commonwealth

NYSE:EQC

Earnings Call Transcript 2024-Q1

[Operator]

Good morning, and thank you for joining this call to discuss Equity Commonwealth's results for the quarter ending March 31, 2024, and an update on the company. [Operator Instructions] As a reminder, this conference is being recorded.

Please be advised that certain matters discussed during this conference call may constitute forward-looking statements within the meaning of federal securities laws. Please refer to the section titled Forward-Looking Statements in the press release issued yesterday as well as the section titled Risk Factors in the company's annual report on Form 10-K and quarterly reports on Form 10-Q for subsequent quarters. For a discussion of factors that could cause the company's actual results to materially differ from any forward-looking statements. The company assumes no obligation to update or supplement any forward-looking statements made today. The company posts important information on its website at www.eqcre.com, including information that may be material.

The portion of today's remarks regarding the company's quarterly earnings also include certain non-GAAP financial measures. Please refer to yesterday's press release and supplemental containing the company's results for a reconciliation of these non-GAAP measures to the company's GAAP financial results.

On the call today are David Helfand, President and CEO; David Weinberg, COO; and Bill Griffiths, CFO.

With that, I will turn the call over to David Helfand.

[David Helfand, executive]

Thank you, and good morning, everyone. Thanks for joining us. I'll review the company's results for the quarter as well as provide an update on our business. The quarter funds from operations were $0.26 per share compared to $0.22 per share in the first quarter 2023. Normalized FFO was $0.25 per share compared to $0.23 per share a year ago. The growth in FFO and normalized FFO was largely the result of a $0.01 per share increase in interest and other income and a $0.01 per share decrease in income tax expense.

Same-property NOI increased 4.3% compared to last year due to a decrease in pre-leasing demolition costs and an increase in lease termination fees, partially offset by a decrease in average commenced occupancy.

Same-property cash NOI was 6.9% lower primarily due to the decrease in average commenced occupancy, partially offset by the decrease in pre-leasing demolition costs. And as of March 31, leased occupancy was 75.4% and commenced occupancy was 74.6%.

Turning to the balance sheet. We have approximately $2.2 billion in cash or nearly $20 per share and no debt. Net of our preferred stock, our cash balance is just under $19 per share. We continue to earn 5.5% on our cash, resulting in $29.5 million in interest and other income for the quarter. We've not repurchased any shares year-to-date, and we currently have $93 million remaining on our share buyback authorization.

I thought I'd offer a few thoughts on what we've accomplished and where we go from here. Since assuming responsibility for the company, the EQC team has been focused in its efforts and has executed a disciplined strategy. We've completed $7.6 billion of dispositions, including the sale of 164 properties. Distributed $1.8 billion or $14.75 per share to our common shareholders. We've repurchased $652 million of our common shares at a dividend-adjusted price of $17.63 per share. We've repaid debt and preferred equity of $3.3 billion, and we've generated a cash balance of $2.2 billion.

With respect to capital allocation, we've tried to be responsive to market conditions. For the first 6 years, that was straightforward. Valuations were at or near all-time highs and we concluded that it was in the company's interest to sell assets. We sold all but 4 of our office properties between 2015 and 2020.

When the pandemic hit, the office market froze, investment sale markets continued weakness coming out of COVID and the spike in interest rates in early '22 stalled the office market recovery. Throughout this time, we've evaluated numerous investment opportunities across sectors with a recent focus on industrial and residential. We have been seeking to acquire a business with strong fundamentals and a compelling risk/reward profile that creates long-term value for our shareholders. To date, we've not found the right investment.

So while we're actively working on potential transactions in our pipeline, we're also preparing to sell our remaining properties. We expect to have the 2 assets in Austin and the 1 in Washington, D.C. in the market later this month. Our fourth asset, 1225 Seventeenth Street in Denver is our largest and given that it will likely be the last to sell, will require shareholder approval. If after working through our pipeline, we're unable to identify compelling transaction, we intend by the end of the year to seek shareholder approval for the wind down of our business and the return of our shareholders' capital.

Following shareholder approval, we expect to distribute most of our cash with subsequent distributions following the sale of any remaining assets. We estimate the cost to wind down to be $0.40 to $0.50 per share and that it will take approximately 6 months from the sale of the last asset to complete the wind down.

Looking ahead, we will continue to communicate openly with shareholders regarding the progress of our investment activities as well as the sale of our remaining office assets.

The EQC team will continue to endeavor to create value for shareholders and to be responsible stewards of our investors' capital. And with that, David, Bill and I are happy to take your questions.

[Operator]

[Operator Instructions] Our first question comes from Craig Mailman from Citi.

[Craig Mailman, analyst]

David, I guess it sounds -- the press release sounded more like you guys are still in the wait and see. Your commentary sounds like the wind down is the highest probability. Is that sort of the way to take your commentary from and the reason you guys gave till the year-end is because you want to sell the assets first rather than redistribute the cash and then kind of sell them down as they come? Just trying to figure out the difference in the kind of the wording.

[David Helfand, executive]

Yes. Well, thanks, Greg. I'm not sure about the wording. The intention was to convey to investors that we're going to do both. That we're going to continue to pursue some interesting opportunities we have in our pipeline and work those to see if they come to fruition, while at the same time moving towards resolution by putting the remaining assets into the market.

[Craig Mailman, analyst]

So I mean, for you guys the opportunities in the pipeline -- is there anything that's even on the 50-yard line at this point? Or is it you're still dual pathing it, but there's nothing imminent right now? Just trying to get a sense of probability [ weighting ] the outcome there.

[David Weinberg, executive]

It's David. I think it's hard to say what yard line we're on because we don't have perfect visibility into the counterparty's perspective, but I would reiterate what David said, we're working on some transactions that we think would be a great fit. These are good businesses, and they have stories as to why we're a better buyer than maybe an all-cash buyer.

[Craig Mailman, analyst]

Okay, I mean, from a -- you guys would need to get shareholder approval to sell the last office asset, would you need shareholder approval to put a significant amount of capital to work as well? Or is that you only need it for 1 way not the other?

[William Griffiths, executive]

Craig, it's Bill. It depends. We really only would need shareholder approval in a situation where we'd be issuing stock in excess of about 20% of our total shares. So we can deploy the cash, assuming no stock above that amount without shareholder approval.

[Craig Mailman, analyst]

And then -- and I apologize for getting into technicalities, but why do you need approval to sell Denver? Is it just because that would effectively give you no assets and trigger something? I'm just trying to understand.

[William Griffiths, executive]

Yes. It's just a thing in our charter that we need to get shareholder approval to sell.

[Craig Mailman, analyst]

Okay. And then assuming you guys do find a -- go ahead.

[David Helfand, executive]

No, no, go ahead.

[Craig Mailman, analyst]

Okay. I was saying assuming you guys do find an acquisition in either resi or industrial. I'm just kind of curious, I just pulled up, for instance, some potential peers in the industrial space that are mature companies with big portfolios. Looking at their G&A loads, they're somewhere in the low end of $20 million for EastGroup to closer to high [ 30s ] to $40 million for Terreno or [ NFR ]. I'm just trying to get a sense of how scalable your current platform is today just because you guys would already be in the middle of that range with a pretty high G&A load for a portfolio that would be at a arguably much smaller size in some of those companies today.

[David Weinberg, executive]

Well, I would think, depending on the nature of the business, we're highly scalable. If it were industrial, depending on how management-intensive it is, I think, we already have a fully staffed corporate office, other than maybe adding some accountants and some other people to supplement the team. But most of the lifting would be at the property level and those costs, I imagine, will be carried at the properties. So when thinking about G&A, I don't think depending on the investment, there should be that much of an impact.

[David Helfand, executive]

Right. We also managed $7 billion of assets with not much more G&A when we started this thing.

[Craig Mailman, analyst]

Okay. All right. No, that's fair. And then just lastly, the $0.40 to $0.50 to wind down the portfolio, what would that largely include? And just 1 last technical 1 also. Is there any change of control payments to the management team that would be triggered and it would be included in that $0.40 to $0.50?

[David Helfand, executive]

The answer is, yes. Change in control severance payments would be a part of that number. Professional service fees, legal, accounting, other costs to wind down the business are included in the $0.40 to $0.50 a share.

[Craig Mailman, analyst]

Okay. Perfect. Do you have a breakout of what the biggest pieces of that would be?

[David Helfand, executive]

No, we don't.

[Craig Mailman, analyst]

Okay. I mean is there any chance that you guys would forego the change of control payments just to -- from a shareholder friendliness perspective since it's a wind down rather than an M&A merger?

[David Helfand, executive]

I don't think so.

[Craig Mailman, analyst]

Okay. Great. Appreciate the time.

[David Helfand, executive]

Okay. Thank you very much. Appreciate your interest.

[Operator]

This concludes the question-and-answer session. I would like to turn the call back over to David Helfand for closing remarks.

[David Helfand, executive]

Thank you very much. Have a good day.

[Operator]

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.