Equity Commonwealth

Good morning, and thanks for joining this call to discuss equity commonwealth results for the quarter ending June 3rd, 2023, and provide an update on the company. At this time, all participants are in a listen-only mode. The 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 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 headset before pressing the key. If anyone should require operator assistance during the conference, please press star 0 on your telephone keypad. As a reminder, this conference is being recorded. Please be advised that certain matters discussed during this conference call may be constituted forward-looking statements within the meaning of federal security laws. Please refer to the session's pilot forward-looking statements in the press release issued yesterday as well as the session's pilot risk factors in the company's annual report on Form 10-K and quarterly reports on Form 10-Q or subsequent quarters for a 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 and any material. The portion of today's remarks on the company's partly earnings also includes certain non-GAAP financial measures. Please refer to yesterday's press release and supplemental contain the company's results for a reconciliation of these non-GAAP measures so the companies get financial results. On the call today are David Huffman, Chair of Abort, President and CEO, Dave Weinberg, COO, and Bill Griffin, CFO. With that, I'll return the call over to David Weinberg. Please go ahead.

Good morning, everyone. Thanks for joining us. Today, I'll review the company's results for the quarter, as well as provide an update on the capital markets and our investment activities. For the quarter, funds from operations were $0.16 per share, compared to $0.05 per share in the second quarter of 2022. The growth in FFO was largely the result of a $0.19 per share increase in interest and other income, partially offset by a $0.05 per share increase in G&A related to compensation expense due to SAMZEL's passing, and $0.01 per share each from a decrease in same property NOI and an increase in income tax expense. Normalized FFO was $0.22 per share, compared to $0.04 per share a year ago. The growth in normalized FFO was largely the result of a $0.19 per share increase in interest and other income, partially offset by a $0.01 per share decrease in same property NOI and a $0.01 per share increase in income tax expense. Same property NOI decreased 14.8%, and same property cash NOI was 9.4% lower compared to last year. both primarily due to an increase in pre-leasing demolition costs and a decrease in average commenced occupancy for this quarter. At our properties in the quarter, we signed 68,000 square feet of new leases and renewals. Rents on those leases were down 0.7% on a cash basis and up 15.3% on a gap basis. As of June 30th, lease occupancy was 82%, and commenced occupancy was 78.2%. In terms of leasing, we continue to see a range of deals, with some tenants giving back space, some looking for short-term extensions, and others more comfortable committing to term. It is a very competitive leasing environment, and we are more actively preparing spaces for lease, in addition to being more aggressive on terms. Turning to the balance sheet, we have approximately $2.2 billion of cash or $19 per share and no debt. The interest rate we earn on our cash has increased as the Fed has moved rates, and we are currently earning roughly 5.25 percent compared to 1.6 percent a year ago. We continue to actively manage our cash balances among our banks to minimize risk and maximize yield in daily liquidity. With the Fed's continued rate increases over the past year, Our interest income has grown from $6 million in the second quarter of 2022 to $27.4 million in the second quarter of 2023. Regarding share buybacks, we have not repurchased any shares year to date. Since we began buying back stock in 2015, we've repurchased a total of 22.4 million shares for an aggregate of $595 million. at an average dividend-adjusted price of $17.48. We renewed our authorization as of June 30th and currently have $150 million of capacity. Turning to the capital markets, things continue to be slow and our pipeline is modest. Transaction volumes are down across all asset classes, with just $35 billion in total investment sales for the second quarter, nearly 70 percent lower on an annualized basis. With so little trading, there has been limited price discovery, and assets are difficult to value. To date, there has not been a catalyst creating actionable investment opportunities. Owners do not want to transact at today's pricing, and lenders are often willing to work with their borrowers. In terms of potential investments, we continue to evaluate a wide range of asset classes. We still like industrial and residential, with operating conditions remaining relatively strong though decelerating. For other asset classes, fundamentals range from decent to challenging, and the lack of debt availability is a significant issue. Against this backdrop, it's difficult to know where we might find a compelling opportunity to invest. A prolonged period of this challenging credit environment may create such an opportunity. Or perhaps it's a large private real estate company that believes a deal with us is the best way to access the public markets. It could also be a business with a broken balance sheet or one that needs meaningful growth capital. We remain hopeful that such scenarios or others will be a catalyst for a transaction. In the meantime, we will continue to be patient. If we do not find an opportunity during this cycle, however long that might last, we will likely sell the remaining properties and return the capital. With 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 one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up your headset before pressing the key. One moment, please, while we pull for questions. Our first question comes from Craig Mailman with Citi. Please go ahead.

Hi, good morning. It's actually Seth Berge on for Craig. I know in your remarks you mentioned the current deal pipeline is slow and transactions have been down in the first half, but just kind of relative to the first half, is the volume of transactions you're looking about changed at all? And how are you thinking about kind of underwriting different return hurdles for different asset classes?

Good questions. It's David Weinberg. I'd say our conversations have slowed down a little bit relative to perhaps first quarter. Maybe not unusual. It is July, so things tend to be slow anyway. I'd also say many of our conversations earlier in the year were preliminary with groups that are perhaps kicking the can, trying to see what their options may be, and It's going to take more time to play out to see whether those translate into actionable investment opportunities. In terms of just thinking about pricing, that really hasn't changed. We recognize it's a higher interest rate environment. We also recognize where the public comps, depending on the sector, are trading. All of that's baked into our pricing. But I want to kind of restate what we've said on prior calls. We're looking across sectors, but it often begins with the story. And then we figure out what price makes the most sense. And the story is often why that deal, why us? And then it evolves into kind of what the basis is, what the yields are, what the all-in return looks like. And that's how we think about investments.

Thanks. And then on the last call, you mentioned looking at industrial and single-family rentals as well as maybe taking a look at office rentals. We saw a large industrial transaction happen with the Prologis deal. Did you take a look at that, or have you talked to any private equity sellers that are kind of looking to sell industrial products?

So I don't want to comment on specific deals we looked at, but I would say we have looked at some large industrial portfolios, but for different reasons, they did not translate into what we describe as an actionable opportunity.

Okay, great. And then, you know, just touching on office, is that something you're still interested in, given kind of the dislocation and the lack of debt availability?

I'd say that varies day to day. I'd say rather than describing as interested in office, right now we're interested in learning more about the opportunities with respect to office. Still early. Fundamentals continue to weaken. And we have yet to find large owners with really high-quality portfolios that, one, either have equity in them or, two, are willing to transact at what we think pricing should be today.

Great. And then I guess just one more on maintaining REIT status. Is there any kind of additional restructuring you would need to do or special dividend that you would have to kind of maintain that REIT status?

Sure, it's Bill. Last year, as you know, we did do an internal restructuring to generate some gain to qualify. For this year, we expect to qualify again by completing a similar restructuring. And then looking forward, we have some options for 24 that we are currently evaluating. As far as the dividend goes, we don't, it depends on, you know, any sort of future transaction, but the dividend that we paid in March will cover everything that we expect to do so far this year. Great. Thanks.

Excuse me. As a reminder, if you would like to pose a question, please press star 1.

There are no further questions at this time.

I would like to turn the floor back over to David Weinberg for closing comments. Please go ahead.

Thank you again for joining us today, and we look forward to next time.

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