Equity Commonwealth

Good morning, and thanks for joining this call to discuss Equity Commonwealth's results for the third quarter ending September 30th, 2022, and an update on the company. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star 2 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 key. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. 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 security 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 discussion of factors that could cause the company's 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. 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 includes certain non-GAAP financial measures. These refer to yesterday's press release and supplemental containing the company's results for reconciliation of these non-GAAP measures to the company's GAAP financial results. On the call today are David Hilton, President and CEO, David Weinberg, COO, and Bill Griffith, CFO. And with that, I will turn the call over to David Hilsand. Please go ahead, sir.

David Hilsand Thank you. Thanks for joining us. This morning, I'll review the company's results for the quarter, as well as provide a brief update on the capital markets, our dispositions, and investment activities. Funds from operations were 13 cents per share compared to zero cents per share in the third quarter of 2021. normalized FFO was also 13 cents per share, compared to a loss of 1 cent per share a year ago. The growth in FFO and normalized FFO was largely a result of a 12 cent per share increase in interest and other income, as well as a 1 cent per share increase in same-property cash NOIs. Same property NOI was up 16.8% and same property cash NOI was 19.1% higher compared to the third quarter 2021. At the properties in the third quarter, we signed 55,000 square feet of new leases and renewals. Rents on those leases were down 3.3% on a cash basis and up 2.2% on a gap basis. As of September 30th, leased occupancy was 83.4%, and commenced occupancy was 80.8%. Turning to the balance sheet, we have approximately $2.6 billion of cash for $23 per share, adjusted for the recently paid $1 per share dividend, and we have no debt. With respect to share buybacks, in the quarter we repurchased 590,000 shares for $15 million at an average price of $25.40 per share for 2440 dividend adjusted. Year to date, we've repurchased 6.1 million shares for $155 million at an average dividend adjusted price of $24.64. Since 2015, we've repurchased a total of 22.4 million shares for $595 million at an average dividend adjusted price of $21.73. And today we have $120 million remaining on our existing share buyback authorization. During the quarter, we completed the 351 transaction that we discussed on last quarter's call. The transaction generated $82 million of taxable gain from two of our assets, and that gain made up a significant portion of the $1 per share special distribution that we paid on October 18th. In terms of the current environment, today's debt and equity capital markets are markedly changed from earlier this year. The first half of 2022, sellers completed transactions at aggressive pricing, driven by significant equity and debt availability. Today, the debt market is experiencing disruption, and debt funding costs have more than doubled, with certain asset classes facing a significant shortage of capacity. Given the dearth of financing and the tepid buyer interest for a value-add office, we have decided to hold the three properties we were marketing for sale for the time being. With respect to acquisitions, as we've said on past quarterly calls, We are continuing to evaluate a wide range of potential opportunities across a variety of sectors. As most of you are well aware, we've been looking for a long time. I want to assure you that showing patience has been challenging for us, as I know it's been for our investors. While we'd love to be doing deals, we have a responsibility to be thoughtful stewards of our shareholders' capital, and we take that to heart. We'll continue to work to identify an acquisition opportunity that offers attractive long-term fundamentals at a price that reflects the risk we're taking. We're hopeful that the challenges in the capital markets will be a catalyst for a compelling transaction that can serve as the foundation for long-term growth and outperformance for EQC. The team at EQC remains focused, disciplined, and optimistic. That, David, Bill, and I are happy to take your questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You must press star 2 if you would like to remove your question from the queue. One moment, please, while we poll for questions. Our first question comes from Craig Melman with Citi. Please proceed with your question.

Hey, guys. Good morning. I just want to start on the acquisition environment, not surprisingly. Clearly, you know, there's price discovery still going on and really just a lack of transactions. But as you guys are probably in a much envied position here, holding onto so much cash, no debt, you know, kind of, can you just talk about what property types in this environment, you know, may look more attractive than others. Obviously, you can't sell office here. Maybe office is less interesting. But as you kind of look across the property sectors, you know, if the pricing does come in, you know, where you think you want to deploy the capital today?

Hey, Craig, it's David Weinberg. Good question. And let me just add to some of your comments as I answer. Not only do we have cash, we also have equity and OP units. So we provide a lot of flexibility in terms of a deal structure. And then in terms of where we're looking, it's across a variety of sectors, as David said, with the key being we want to find a deal that provides long-term attractive fundamentals at a price that we think reflects the risk we're taking. So if you line them up on a spectrum, as you mentioned, on one end maybe office and I'd say hospitality, where clearly they're more capital intensive, a lot more risk in those businesses. If we were to find an attractive deal there, we would have to make sure it's getting priced at a level where we're getting paid for that risk compared to perhaps other sectors that we think still have strong tailwinds despite some short-term headwinds and And those buckets, I'd say, as we've covered before, industrial and single-family residential. We like both those businesses. The former, clearly, we took a very good run at recently. And the latter, as we've discussed, it's just hard to access that in scale. So I can't say we've circled a specific sector. I'd say we continue to look across different sectors, and we're having conversations with owners, brokers, and bankers that represent a variety of asset classes as we look.

And, you know, I fully understand the private market hasn't moved as much, and there's just not as much on the market there, but clearly the public market has moved more swiftly in repricing the equity here. I mean, is that a better place to be looking today versus holding out for a bigger private market transaction?

I think that's a good question, Craig. It's David Helfand. Clearly the public markets reflect what's going on more so than the private markets where sellers don't have to sort of accept the change in rates and the change in environment, at least not yet. I don't know if it's a better place to look. I think our general judgment is it's early. Things have changed pretty dramatically in terms of availability of debt. cost of debt in all sectors. And there's going to take a little time for sellers to acknowledge that. I think we're well positioned. I think we're going to continue to show patience, but hopefully we'll get a shot here to find a really attractive business that we can both invest in and then build on after the initial transaction.

And, you know, moving, my question is a little more focused on the equity side, but just looking at the debt side, you know, there's clearly, as you said, a dearth of funding right now. I mean, from a risk adjusted perspective, it would seem like there should be some opportunities there to either lend to people or maybe even, you know, find a loan to own situation, maybe through some type of debt investment, maybe even in the secondary market. I mean, what's the, the, kind of the landscape there look, and clearly that would be less capital out the door, but it should be very accretive relative to your cost of capital.

Yeah, that's a fair point, and we've discussed it on some prior calls. Sometimes a strategy of providing debt capital that turns into equity is the best way to attach, and we would be open to that. We're not going to be a lender to be a lender, but we might provide debt capital to pursue the equity.

Okay. And then just one last one, you know, and this is, you know, maybe a little bit outside the scope here, but, you know, Sam shut down his SPAC here back in August because of the lack of deal opportunities here. And if you just look at EQC, you guys have had control of the company for a while, haven't been able to make anything work, but clearly continue to keep chugging along. I mean, from, from his perspective, you know, what is the, the nuance there between EQC and, you know, the SPAC, you know, clear outside of just the stock price of the SPAC, but, um, just kind of high, high level thoughts, um, on that decision versus, you know, letting EQC continue to run.

Yeah. Well, um, You're referring to the stack that was designed to pursue industrial distribution businesses. Sam was the controlling shareholder for almost 30 years of a company called Annexter, which was in the distribution business. When they sold that business, Sam and the CEO decided to raise capital in the SPAC to try to find an acquisition. They weren't able to find one. Of course, you know those SPACs have a specific timeframe for the use of that capital. EQC is the opposite. We have no specific timeframe for the use of the capital. I think I acknowledged in my opening comments this has gone longer in the tooth than any of us expected. I think absent what's happened in the capital markets and in the economy, the uncertainty, the volatility, we probably were on a path to return the capital because we haven't found anything. But we think there's new life here and new opportunity. And having the capital now and being patient and looking for an attractive business at a fair price seems likelier to us today than it was in the past.

Great, thank you.

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Thank you for joining us. We appreciate it, and be well.

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