Equity Commonwealth Q3 2021 Earnings Call Transcript

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October 27, 2021

There are 6 speakers on the call.

Operator

Greetings and welcome to the Equity Commonwealth Third Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen only mode. A question and answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ms.

Operator

Sarah Burns of Investor Relations. Thank you. Please go ahead.

Speaker 1

Thank you, Donna. Good morning, and thanks for joining us to discuss Equity Commonwealth's results for the quarter ending September 30, 2021. On the call today are David Helfand, President and CEO David Weinberg, COO and Bill Griffiths, CFO. Please be advised Certain matters discussed during this conference call may constitute forward looking statements within the meaning of federal securities laws. We refer you to the section titled Forward Looking Statements in the press release issued yesterday as well as the section titled Risk Factor in our annual report On Form 10 ks and quarterly reports on Form 10 Q for a discussion of factors that could cause actual results to materially differ from any forward looking statement.

Speaker 1

The company assumes no obligation to update or supplement any forward looking statements made today. We also post important information on our website ateq cre.com, including information that may be material. Today's remarks include certain non GAAP financial measures. Please refer to yesterday's press release and supplemental containing our results for a reconciliation of these non GAAP measures to our GAAP financial results. With that, I will turn the call over to David Helfand.

Speaker 2

Thanks, Sierra. Good morning, everyone. Thanks for joining us. This This morning, I'll begin with an update on the company's results for the quarter, comment briefly on the Monmouth deal and then provide some thoughts on our future plans. Net loss, FFO and NFFO, declined in the Q3 'twenty one compared to the Q3 of 'twenty Due to a decrease in same property lease termination income and a decrease in interest income, leased occupancy was 82.5% And commenced occupancy was 78.6% in the Q3 2021.

Speaker 2

Same property NOI declined 20.7% in the third Quarter of 'twenty one compared to the Q3 of 'twenty. The decline was largely due to a decrease in lease termination fee income and occupancy decreases. Same property cash NOI declined 9.6% during the quarter due to occupancy decreases and an increase in free rent. We have approximately $3,000,000,000 of cash on our balance sheet or $24 a share. In the Q3, we repurchased $11,100,000 of our common stock.

Speaker 2

We purchased an additional $15,700,000 subsequent to quarter end For a total year to date of approximately 1,000,000 shares at an average price of $25.83 a share, Total investment of $26,800,000 We have $123,000,000 remaining on our existing share buyback authorization. With regard to the Monmouth transaction, obviously, we were disappointed that Monmouth's shareholders did not support the deal. We believe the combination of the 2 companies was a classic 1 +1 equals 3 and offered both company shareholders significant upside potential. We've been asked why we didn't raise our offer for MNR. Our answer is that we made what we felt was a full and fair offer, We were determined to remain disciplined.

Speaker 2

I do want to acknowledge strong effort of the EQC team Working on the transaction, they did a fantastic job in preparing us if we have been successful. In connection with the termination of the transaction, we were reimbursed for approximately $10,000,000 of our expenses. So where does that leave things? We spent the last few weeks talking with shareholders, our Board, Sam and the team at EQC to determine next steps. There are compelling arguments, we believe, for both continuing to look for investment opportunities, as well as for winding down EQC and returning the capital Shareholders, we readily acknowledge the highly competitive environment that we're operating in.

Speaker 2

Cap rates for most asset classes have never been lower. Debt and equity capital are available and we're likely to face significant competition for new investment opportunities. That said, we just aren't ready to go quietly into the night. We have tremendous confidence in our team. We have a track record of execution and outperformance, And we remain optimistic and engaged.

Speaker 2

So, our best judgment at this time is to continue to pursue investment opportunities. Some shareholders have asked if our unsuccessful transaction with Monmouth means that future investments will be in the industrial sector. Our answer is not necessarily. We evaluated numerous opportunities before we engage with Monmouth. We made that deal because we felt the risks associated with the merger were appropriate and manageable given the upside.

Speaker 2

As we look for new opportunities, we're open to investments in a variety of sectors, both in and out of favor. If the sector and the specific opportunity offer appropriate upside considering the associated risks. Finally, we know that shareholders would like more clarity on timing. It's reasonable to ask how much longer we will continue the effort to find the right opportunity. While I don't have a clear answer, What I can say is that we're mindful of the cost of pursuing opportunity and we'll continue to evaluate the best course of action to maximize shareholder value.

Speaker 2

With that, we're happy to answer questions.

Operator

Thank you. Our first question is coming from Elvis Rodriguez of Bank of America. Please go ahead.

Speaker 3

On the Monmouth deal, you mentioned that you looked at other potential sectors and transaction. Any sort of industries you can shed light on or things that you may be more focused on today versus call it 6 months ago when you were working on Monmouth?

Speaker 4

Hey, Elvis, it's David Weinberg. Let me try to respond to your question. As you know, we looked at a variety of sectors and some of the feedback we've given in the past It was based on where those sectors were getting priced at that time. For example, we spoke about Hospitality getting priced based on 19 numbers and 19 multiples regardless of where those assets were performing today and And the risk going forward, we spoke about office perhaps going into the pandemic, us being Relatively bearish compared to the market. Now maybe we're a little more bullish and believe in the long term strength and viability of good office and good markets.

Speaker 4

However, we haven't seen deals with risk priced appropriately. Retail was a wildcard. Some of the Class C malls trading were really redevelopment opportunities and we hadn't seen pricing reflect The risk perhaps in grocery anchored centers, etcetera. As we've been spending the last few weeks, if not months, kind of Reengaging in those different sectors, I'd say it's still a little early to tell. Transaction volumes have increased, Which perhaps provides greater clarity on some of the pricing questions we had previously.

Speaker 4

So I'd say we're still looking far and wide, trying to find, as what David said previously, Where we think we're going to get paid for the risk we're taking and as we see more transactions close And more larger deals become available, we're hopeful we'll find that opportunity as we continue to look.

Speaker 3

Thanks, David. I appreciate that. And what type of David had mentioned that capital was plentiful. What type of portfolio premiums are you seeing across those sectors that you're looking at today?

Speaker 4

I'd say it's Difficult to quantify, but I think intuitively what you're seeing makes sense and it's following where the capital is most aggressively flowing. So I think industrial and multifamily, nice cash flowing assets Where there's a lot of capital trying to be placed, you're seeing premiums for those types of portfolios. Conversely, you're not really seeing office portfolios trade. And I think that's because those owners that want to rotate out of office So far have concluded it's better to sell those one off than as a portfolio, which suggests there may be a portfolio discount In the office space.

Speaker 3

And just lastly, any opportunities sort of to ramp up Perhaps in maybe like the net lease base, you obviously have a lot of great relationships and there might be like a big Your big tenant is looking to do like a sale leaseback, any opportunities there?

Speaker 4

Well, It's something we're considering as we look across the spectrum. It has to be pretty compelling for us to do that. And depending on the credit profile, the asset, the market, we may just conclude The return isn't there. So I'd say it's to be determined whether a deal of that type is of interest.

Speaker 2

I guess I would add

Speaker 3

Go ahead, Dave.

Speaker 2

I was just going to add There are interesting and creative credit type of plays that have been done, obviously, in the casino space. We have explored some others And we're hopeful we can find something where risk is mispriced and yields are higher than the low yields available from the major food groups. And if we could find that, we might consider a credit based opportunity. More likely, we're looking for an operating and an equity based opportunity.

Operator

Sir, did you have any other questions?

Speaker 3

I'm all set. Thank you.

Operator

Thank you. Our next question is coming from Emmanuel Korchman of Citi. Please go ahead.

Speaker 5

Hey, it's Michael Bilerman here with Manny. David, I appreciate your comments of trying to figure out whether to sort of wrap up or to go ahead and I still want to go quietly in the night and continue to pursue things. Given the fact that interest rates are so low, you have all this cash, you're not earning that much income, your G and A base is running, call it, 35,000,000 Within that construct, have you discussed at all the board or level sort of changing maybe management compensation plans? Effectively, you're running a public private equity fund at this point. So does it make sense to tie compensation to potential deal flow Overall, because effectively, you're running a negative cash flow at this point, right?

Speaker 5

I recognize you have a lot of cash on the balance sheet, but from an income perspective, You are running a negative, just given the fact that you can't earn much yield on all that cash that's sitting there.

Speaker 2

Thanks for the question, Michael. Just out of curiosity, is that what you're recommending?

Speaker 5

No, no, no. It's just a question on whether that's discussed or not. I assume you sat in the boardroom thinking about whether we should Continue or wrap up in the continue phase, I would have thought there would have been some discussion about, well, What is the right structure here? What are we how are we being compensated to for transactions? And is there a different way?

Speaker 2

Yes, absolutely. So we have for sure had those discussions. Maybe just to pull back the lens a little bit, Our G and A, which is running closer to 30 than 35 is basically less than a point on The cash, and as you alluded to in a private equity model, that's what investors are paying. So we think from a sort of pure market standpoint, There's a cost to having people come to work. There's a cost to pursuing opportunity and we're for sure mindful of it, But I don't think our cost is out of line in any way.

Speaker 2

What you're suggesting is that we take less current and take more equity risk and have more equity upside. I would say that's unusual and maybe that's the right structure. I don't know. I don't think we're talking about such a long period of time of continued pursuit that it's meaningful in the context of either we're going to Return the capital or we're going to find an opportunity. I would say that the incremental G and A is a pretty small part Of either of the paths that happens probably in the relative short term.

Speaker 5

Well, I guess that's the timing part, right? I think You and the team have done an admirable job having stepped in and liquidating what the old EQC portfolio was At the speed at which you did it, over that time, one would have hoped and I know you were extraordinarily hopeful that something would have come up about sooner, Even before Monmouth, right, before that there would have been many opportunities during COVID that would have allowed you to on a value add opportunity consistent with how equity has done things in the past. And so it's not it was more of a comment that this has been going at a long time and I just wasn't sure because you hadn't put something out there in terms of timing. Are we talking 3 months, is it 12 months or is it something greater than that?

Speaker 2

Yes, that's completely fair. I think we debate and wrestle with a lot trying to identify a specific time period against trying to be opportunistic and take as they come and make judgments based on the situation we're in. That's what we've done today. We've decided to go forward. I think we're trying to telegraph it's not for Years years, it's in the hope that we can find an opportunity or we have a plan that we've largely already lined up, which is Liquidate without a lot of friction and return shareholders NAV, which if done over the short term, Will result in good returns for shareholders over the life.

Speaker 5

And then thinking about NAV, obviously, the cash, we can value that, On the remaining asset sales, remaining assets, those values have shifted around a little bit. Obviously, Fundamentals are not helping you at all on office assets. What's the process on the remaining 4? How are you thinking about extracting Value and turning those into cash or maybe even leveraging them and taking the debt proceeds, how should we think about Those and the Go Forward Plan.

Speaker 4

Hey, it's David. Well, in terms of the Go Forward Fortunately, as I think I've said before, 2 assets in Austin, 1 in Denver, highly sought after. So to maximize those values, I'm not sure we need necessarily to do much in the way of incremental leasing, a lot of money trying to get in those markets. So I think they're going to be well positioned regardless. And then DC, we own a smaller asset, highly liquid market.

Speaker 4

So I think The real question is part of the analysis David referenced, which is really as we firm up kind of a go forward plan, Part of that will be, which asset should we sell and when. We're just not there today.

Speaker 5

So none of those are on the market today in terms of? Correct.

Speaker 4

We don't have anything in the market today.

Speaker 5

Okay. And then I just David, Helfand, you said you don't want this to be years years. So Are you going to give us at least a reasonable timeframe that this is a 12 month sort of next Step of evaluation or could it be 18 months to 24 months? I'm just trying to get a sense of how we should think about I don't want to keep on asking every quarter, right? So at least give us some sense of right now what you're thinking about in terms of the next decision point.

Speaker 2

I wish I had an answer. I think we're trying to telegraph It's a little while longer. That's not measured in years years. I don't want to say 6 months and I don't want to say 12 because I don't want to Have to go back on my word if circumstances change, but we recognize we've been at this a long time. We want to continue because we are optimistic, but there's a limit and there is another A way to reward shareholders if we don't find something in reasonable near term.

Speaker 5

And then just last one, is there anything being worked on Right now, in any serious form?

Speaker 2

Yes. I don't know what you define as serious. We have multiple things that we've either worked on before For our beginning work on that we're excited about, obviously, you don't get a sense of what the challenges are until you get a little deeper in. But In multiple sectors, some deals we previously put effort into, others that are new, we're finding intriguing opportunities Whether they can come to fruition, that's another question. Okay.

Speaker 5

All right. Thanks for the time, guys.

Speaker 2

Thank you very much, guys. Thanks.

Operator

Thank you. I would now like to turn it back to Mr. Helfand for closing comments.

Speaker 2

Thanks, everyone, for joining us this morning. We look forward to talking with you at NAREIT, and thanks for the time.

Operator

Ladies and gentlemen, thank you for your participation. This concludes

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Key Takeaways

  • In Q3 2021, Equity Commonwealth reported a net loss, with FFO and NFFO down year-over-year, same-property NOI off 20.7%, and leased occupancy at 82.5%.
  • The company holds approximately $3 billion in cash (about $24 per share), repurchased $26.8 million of stock year-to-date, and has $123 million remaining on its share buyback authorization.
  • The proposed merger with Monmouth Realty failed after shareholders rejected the offer; Equity Commonwealth maintains it was disciplined in its pricing and was reimbursed about $10 million in transaction expenses.
  • After consulting with its board and shareholders, management decided to continue pursuing new investments—in office, industrial, retail and other sectors—while remaining cautious of low cap rates and intense competition.
  • Although no strict deadline is set, the company expects to decide in the near term (not “years”) whether to acquire new assets or liquidate its remaining high-quality office portfolio in key markets.
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Earnings Conference Call
Equity Commonwealth Q3 2021
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