Equity Commonwealth

NYSE:EQC

Earnings Call Transcript 2022-Q2

[Operator]

Good morning, and thanks for joining this call to discuss Equity Commonwealth's results for second quarter ending June 30, 2022, and an update on the company. [Operator Instructions].

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 our 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 on 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; and David Weinberg, COO; and Bill Griffiths, CFO.

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

[David Helfand, President, CEO & Trustee]

Good morning. Thank you for joining us. I'll review the company's results for the quarter as well as provide an update on our disposition and investment activities.

Funds from operations were $0.05 per share compared to $0.00 per share in the second quarter 2021. Normalized FFO was $0.04 per share compared to $0.00 per share a year ago. The growth in FFO and normalized FFO was largely the result of a $0.04 per share increase in interest and other income as well as a $0.01 per share increase in same-property cash NOI. Same-property NOI was up 8% and same property cash NOI was 12.3% higher compared to the second quarter 2021.

At our properties, leasing activity improved this quarter. We're seeing more inquiries and tours, particularly in Austin. However, many tenants are still challenged to identify their near-term space requirements, so there's a greater emphasis on flexibility through increased demand for short-term renewals and shorter leases for newly built-out space.

In the second quarter, we signed 34,000 square feet of new and renewal leases. Rents on those leases were up 4.9% on a cash basis and up 9.6% on a GAAP basis. As of June 30, leased occupancy was 84.8% and commenced occupancy was 82.9%.

Turning to the balance sheet. We have approximately $2.7 billion of cash or $24 per share and no debt. With respect to share buybacks, in the quarter, we repurchased 1.4 million shares for $37.5 million at an average price of $25.93 per share. Year-to-date, we've repurchased 4.3 million shares for $111.1 million at an average price of $25.86 per share. Since we began buying back shares in 2015, we've repurchased a total of 20.6 million shares for $551 million at an average dividend adjusted price of $22.52. We have $164 million remaining on our existing share buyback authorizations.

Turning to dispositions. On our last call, we announced that we had 2 properties in the market, 1250 H Street in Washington, D.C. and Bridgepoint Square in suburban Austin and that it was likely that we would soon market Capital Tower in Downtown Austin, which we did. While there was interest in each of the properties, to date, we have not seen pricing in terms sufficient to warrant a sale. Since our last call, pricing of office properties has been impacted by several factors, including a significant change in the debt markets.

Earlier this year, lenders were active and a buyer could borrow at a 65% to 70% LTV at an all-in rate in the high 3% to low 4% range. Today, the credit marks -- credit markets for value-add office properties are essentially frozen. Recently, debt funds have been the primary source for loans. With LTVs around 50% and all-in rates in the 6% to 7% range, borrowing activity has slowed considerably.

Moreover, given the uncertain headwinds in this remote work environment, many traditional office buyers hit the pause button. Those that remain active are seeking higher returns with more conservative underwriting. While we may still find a buyer at an acceptable price, these are good properties and we're comfortable holding them longer.

On prior calls, we've also discussed our monitoring of the 75% REIT income test. As the Fed raises rates, our interest income is also increasing and interest income on our cash balance is not qualified income for the REIT income test. To address this issue and ensure compliance with all REIT requirements, we plan to implement an internal restructuring, transferring 2 of our assets to a wholly owned REIT subsidiary via a Section 351 transaction. This will accelerate most of the taxable gain in these assets. The gain will provide us qualifying income for the REIT income test and the restructuring will allow us to be efficient from a state tax planning perspective in the event we sell these 2 properties in the future. Restructuring is expected to result in a special distribution for 2022 in the $1 per share range.

In terms of investments, we continue to evaluate a wide range of opportunities across different sectors. We know that shareholders would like more clarity on timing. As we said last call, markets are dynamic and we can't predict the facts and circumstances that will determine how long we continue to pursue investments. As always, we remain mindful of the cost of pursuing opportunity and continue to evaluate the best course of action to maximize value, including returning the cash to shareholders. We intend to remain disciplined and are optimistic that we'll find a compelling investment.

With that, David, Bill and I are happy to take your questions.

[Operator]

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

[Seth Bergey, Citi]

This is Seth Bergey on for Craig Mailman. I just wanted to know what type of opportunities you're seeing given the dislocation in the market. And then within that, is there anything on the debt front? Or are you just considering additional asset acquisitions?

[David Weinberg, EVP & COO]

It's David Weinberg. I'll answer the first part of your question. I wasn't sure I heard the second part, maybe I will have answered it inadvertently.

In terms of the opportunity set, as David said in his remarks, we remain optimistic. And I'd say today, as you alluded to, we're a little more optimistic than we have been in the past. Public company with $2.7 billion of cash, no debt, we've got both equity and OP units we can bring to a transaction, which creates a lot of flexibility, especially given we're willing to look at different sectors and we've spoken to our thoughts on whether we need to remain in control or not.

Given that mindset, we are seeing more opportunities today. In the past, large private owners perhaps could sell their assets and rotate out of a sector. They could recap their business with equity and very attractive debt or perhaps they could go public. Today, those groups are now speaking with us, I'd say, more seriously. We are a very attractive alternative to them given their limited options in this environment. So we continue to look across sectors. And while we remain optimistic, I can't tell you there's a deal that's imminent, but more groups are engaging with us.

[Seth Bergey, Citi]

Okay. And that's helpful. The second part of the question was just, is there anything on the debt front? Or are you just considering asset acquisitions?

[David Helfand, President, CEO & Trustee]

If you're asking, would we acquire debt?

[Seth Bergey, Citi]

Yes.

[David Helfand, President, CEO & Trustee]

We've looked in some cases at debt as a means to accessing assets, but most of our activity is on the direct asset side.

[Operator]

[Operator Instructions]. There are no questions in queue at this time. I will turn the call back over to management for closing comments.

[David Helfand, President, CEO & Trustee]

Well, that was quite a grilling. Thank you for your time. Enjoy the rest of your summer.

[Operator]

This concludes today's teleconference. You may disconnect your lines at this time, and thank you for your participation, and have a great day.