Equity Commonwealth Q3 2021 Earnings Report

Equity Commonwealth EPS Results

• Actual EPS: -$0.04
• Consensus EPS: -$0.03
• Beat/Miss: Missed by -$0.01
• One Year Ago EPS: $0.03

Equity Commonwealth Revenue Results

• Actual Revenue: $13.88 million
• Expected Revenue: $14.47 million
• Beat/Miss: Missed by -$590.00 thousand
• YoY Revenue Growth: -15.80%

Equity Commonwealth Announcement Details

• Quarter: Q3 2021
• Date: 10/27/2021
• Time: After Market Closes
• Conference Call Date: Wednesday, October 27, 2021
• Conference Call Time: 8:00PM ET

Equity Commonwealth (NYSE:EQC) (NYSE: EQC) is a publicly traded real estate investment trust (REIT) that acquires, owns and operates a portfolio of office properties in major U.S. markets. Headquartered in Chicago, the company focuses on generating stable rental income and long-term capital appreciation through high-quality office holdings. As a self-managed REIT, Equity Commonwealth oversees all aspects of asset and property management, from leasing negotiations to capital planning.

The company’s core activities include the acquisition, leasing, repositioning and ongoing management of office buildings. Equity Commonwealth targets value-add opportunities by identifying under-leased or under-utilized assets, executing leasing strategies with a diverse roster of corporate tenants and implementing capital improvements to enhance functionality and sustainability. Its asset management team works to maintain high occupancy levels, optimize rental rates and control operating costs across its portfolio.

Equity Commonwealth’s holdings are concentrated in established urban centers such as New York City, Washington, D.C., San Francisco, Boston, Los Angeles and Chicago. This geographic diversification allows the REIT to balance exposure across multiple demand drivers and benefit from the varied economic fundamentals of each market. The company was formed in January 2015 as a spin-off following the sale of Equity Office Properties Trust to a private investment consortium led by Blackstone, preserving a public platform to pursue office real estate investments under a streamlined corporate structure.

Equity Commonwealth Q3 2021 Earnings Call Transcript

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.

Presentation

[Operator]

Greetings, and welcome to the Equity Commonwealth Third Quarter 2021 Earnings conference call. At this time, all participants are on a listen-only mode. A question-and-answer session will follow the formal presentation. If you would like to ask a question, you may press star one on your telephone keypad. If anyone should require operator assistance during the phone or during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ms. Sarah Byrnes of Investor Relations. Thank you. Please go ahead.

[Sarah Byrnes, SVP of Investor Relations and Capital Markets at Equity Commonwealth]

Thank you, Donna. Good morning, and thanks for joining us to discuss Equity Commonwealth's results for the quarter ending September 30th, 2021. On the call today are David Helfand, President and CEO, David Weinberg, COO, and Bill Griffiths, CFO. Please be advised that 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-K 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. The company assumes no obligation to update or supplement any forward-looking statements made today.

[Sarah Byrnes, SVP of Investor Relations and Capital Markets at Equity Commonwealth]

We also post important information on our website at eqcre.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.

[David Helfand, President and CEO at Equity Commonwealth]

Thanks, Sarah. Good morning, everyone. Thanks for joining us. 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 MFFO declined in the third quarter 2021 compared to the third quarter of 2020 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 third quarter 2021. Same-property NOI declined 20.7% in the third quarter of 2021 compared to the third quarter of 2020. The decline was largely due to a decrease in lease termination fee income and occupancy decreases.

[David Helfand, President and CEO at Equity Commonwealth]

Same-property cash NOI declined 9.6% during the quarter due to occupancy decreases and an increase in free rent. We have approximately $3 billion of cash on our balance sheet or $24 a share. In the third quarter, we repurchased $11.1 million of our common stock. We purchased an additional $15.7 million subsequent to quarter end for a total year to date of approximately 1 million shares at an average price of $25.83 a share. Total investment of $26.8 million. We have $123 million remaining on our existing share buyback authorization. With regard to the Monmouth transaction, obviously, we were disappointed that Monmouth shareholders did not support the deal. We believe the combination of the two companies was a classic one plus one equals three and offered both company shareholders significant upside potential.

[David Helfand, President and CEO at Equity Commonwealth]

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, and we were determined to remain disciplined. I do want to acknowledge the strong effort of the EQC team working on the transaction. They did a fantastic job in preparing us if we had been successful. In connection with the termination of the transaction, we were reimbursed for approximately $10 million of our expenses. 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 to shareholders. We readily acknowledge the highly competitive environment that we're operating in.

[David Helfand, President and CEO at Equity Commonwealth]

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. 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 engaged with Monmouth. We made that deal because we felt the risks associated with the merger were appropriate and manageable given the upside.

[David Helfand, President and CEO at Equity Commonwealth]

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. With that, we're happy to answer questions.

[Operator]

Thank you. The floor is now open for questions. If you would like to ask a question, please press star one on your telephone keypad at this time. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Once again, that is star one to register a question at this time. Our first question is coming from Elvis Rodriguez of Bank of America. Please go ahead.

[Elvis Rodriguez, Senior Research Analyst at Bank of America]

Good morning, David and team, and thank you for taking the question. On the Monmouth deal, you mentioned that you looked at other potential sectors and transactions. Any sort of industries you can shed light on or things that you may be more focused on today versus, call it six months ago when you were working on Monmouth?

[David Weinberg, EVP and COO at Equity Commonwealth]

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 was based on where those sectors were getting priced at that time. You know, for example, we spoke about hospitality getting priced based on 2019 numbers and 19x multiples, regardless of where those assets were performing today 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. However, we hadn't seen deals with risk priced appropriately. Retail was a wild card.

[David Weinberg, EVP and COO at Equity Commonwealth]

You know, 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, et cetera. 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. I'd say we're still looking far and wide, trying to find, as what David said previously, where we think we're gonna get paid for the risk we're taking. 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.

[Elvis Rodriguez, Senior Research Analyst at Bank of America]

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

[David Weinberg, EVP and COO at Equity Commonwealth]

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. 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 wanna 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.

[Elvis Rodriguez, Senior Research Analyst at Bank of America]

Just lastly, any opportunities sort of to ramp up, perhaps in maybe like the net lease space, you obviously have a lot of great relationships and, you know, there might be like a big portfolio or a big tenant that's looking to do like a sale leaseback. Any opportunities there?

[David Weinberg, EVP and COO at Equity Commonwealth]

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

[David Helfand, President and CEO at Equity Commonwealth]

I guess I would add.

[David Weinberg, EVP and COO at Equity Commonwealth]

Yeah. Go ahead, Dave.

[David Helfand, President and CEO at Equity Commonwealth]

I was just gonna add that 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. 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?

[Elvis Rodriguez, Senior Research Analyst at Bank of America]

I'm all set. Thank you.

[Operator]

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

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

It's Michael Bilerman here with Manny. David, I appreciate your comments of, you know, trying to figure out, you know, whether to sort of wrap up or to go ahead and saying, you know, still wanna go quietly in the night and continue to pursue things. You know, given the fact that interest rates are so low, you have all this cash, you're not earning that much income. You know, your G&A base is running, call it $35 million. Within that construct, have you discussed at all the board or level sort of changing maybe management compensation plans? You know, 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?

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

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

[David Helfand, President and CEO at Equity Commonwealth]

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

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

No, it was just a question on whether that's discussed or.

[David Helfand, President and CEO at Equity Commonwealth]

Right.

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

Assuming 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 you know, how are we being compensated for transactions? Is there a different way?

[David Helfand, President and CEO at Equity Commonwealth]

Yeah, absolutely. We have for sure had those discussions. Maybe just to pull back the lens a little bit, our G&A, which is running closer to 30 than 35, is basically less than a point on the cash. As you alluded to, in a private equity model, that's what investors are paying. 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. 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.

[David Helfand, President and CEO at Equity Commonwealth]

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 gonna return the capital or we're gonna find an opportunity. I would say that the incremental G&A is a pretty small part of either of the paths that happens probably in the relative short term.

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

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. You know, over that time, one would've hoped, and I know you were extraordinarily hopeful that something would've come about sooner, you know, even before Monmouth, right? Before, you know, that there would've been many opportunities, you know, during COVID, that would've allowed you to pounce on a value add opportunity consistent with how Equity has done things in the past. You know, it was more of a comment that, you know, this has been going on a long time and I just wasn't sure, 'cause you hadn't put something out there in terms of timing.

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

Are we talking three months?

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

Is it 12 months or is it something greater than that?

[David Helfand, President and CEO at Equity Commonwealth]

Yeah, 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 things 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 and 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, you know, good returns for shareholders over the life.

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

Thinking about NAV, obviously the cash, we can value that. Pretty good on that one. On the remaining asset sales, or remaining assets, you know, those values have shifted around a little bit. Obviously, the fundamentals are not helping you at all, on office assets. What's the process on the remaining four? 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?

[David Weinberg, EVP and COO at Equity Commonwealth]

Hey, it's David. Well, in terms of the go-forward plan, you know, fortunately, as I think I've said before, two assets in Austin, one in Denver, highly sought after. 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. I think they're gonna be well-positioned regardless. Then D.C., we own a smaller asset, highly liquid market. 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, you know, which assets should we sell and when. We're just not there today.

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

None of those are on the market today in terms of.

[David Weinberg, EVP and COO at Equity Commonwealth]

Correct. We don't have anything in the market today.

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

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

[David Helfand, President and CEO at Equity Commonwealth]

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 and years. That's, you know, I don't wanna say six months, and I don't wanna say 12 'cause I don't wanna have to go back on my word if circumstances change. 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 way to reward shareholders if we don't find something in reasonable near term.

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

Just the last one. Is there anything being worked on right now in any serious form?

[David Helfand, President and CEO at Equity Commonwealth]

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

[Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi]

Okay. All right. Thanks for the time, guys.

[David Helfand, President and CEO at Equity Commonwealth]

Thank you very much, guys. Thanks.

[Operator]

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

[David Helfand, President and CEO at Equity Commonwealth]

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 today's event. You may disconnect your lines or log off the webcast at this time, and have a wonderful day.

Participants

Executives

• David Helfand, President and CEO
• David Weinberg, EVP and COO
• Sarah Byrnes, SVP of Investor Relations and Capital Markets

Analysts

• Elvis Rodriguez, Senior Research Analyst at Bank of America
• Michael Bilerman, Managing Director and Head of Real Estate and Lodging Team at Citi