Q1 2024 Equity Commonwealth Earnings Call

Participants

David Helfand; Chairman of the Board of Trustees, President, Chief Executive Officer; Equity Commonwealth

William Griffiths; Chief Financial Officer, Senior Vice President, Treasurer; Equity Commonwealth

Craig Melman; Analyst; Citigroup Inc.

Presentation

Operator

Good morning, and thanks for joining this call to discuss Equity Commonwealth's results for the quarter ending March 31st, 2024, and an update on the Company. So at this time, all participants are in a listen only mode. A question and answer session will follow the formal presentation. (Operator Instructions) 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 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 the company's 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 post important information on its website at w. w. w. dot EQCRE. dot com, including information that may mean may be material portion of today's remarks regarding 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, David Weinberg, COO, and Bill Griffiths, CFO. With that, I will turn the call over to David Helfand.

David Helfand

Thank you, and good morning, everyone. Thanks for joining us. I'll review the Company's results for the quarter as well as provide an update on our business. For the quarter, funds from operation were $0.26 per share compared to $0.22 per share in the first quarter of 2023. Normalized FFO was $0.25 per share compared to $0.23 per share a year ago. Growth in FFO and normalized FFO was largely the result of a $0.01 per share increase in interest and other income and a $0.01 per share decrease in income tax expense.
Same property NOI increased 4.3% compared to last year due to a decrease in pre-leasing demolition costs and an increase in lease termination fees, partially offset by a decrease in average commenced occupancy. Same property cash NOI grew 6.9% lower primarily due to the decrease in average commenced occupancy, partially offset by the decrease in pre-lease pre-leasing demolition costs. And as of March 31st, leased occupancy was 75.4% and commenced occupancy was 74.6%.
Turning to the balance sheet, we have approximately $2.2 billion in cash at nearly $20 per share and no debt. Net of our preferred stock, our cash balance is just under $19 per share. Continue to earn 5.5% in our cash, resulting in $29.5 million in interest and other income for the quarter. We've not repurchased any shares year to date, and we currently have $93 million remaining on our share buyback authorization.
Thought I'd offer a few thoughts on what we've accomplished and where we go from here. Since assuming responsibility for the company, the EQC team has been focusing its efforts and has executed a disciplined strategy. We've completed $7.6 billion of dispositions, including the sale of 164 properties. Distributed $1.8 billion or $14.75 per share to our common shareholders.
We've repurchased 652 million of our common shares at a dividend adjusted price of $17.63 per share. We've repaid debt preferred equity of $3.3 billion, and we've generated a cash balance of $2.2 billion.
With respect to capital allocation, we've tried to be responsive to market conditions for the first six years that was straightforward. Valuations were at or near all-time highs, and we concluded that was in the company's interest to sell assets. We sold all but four of our office properties between 2015 and 2020 when the pandemic hit the office market froze the investment sale markets, continued weakness coming out of COVID and the spike in interest rates in early '22, stalled the office market recovery. Throughout this time, we've evaluated numerous investment opportunities across sectors. With the recent focus on industrial and residential, we have been seeking to acquire a business with strong fundamentals and a compelling risk reward profile that creates long-term value for our shareholders.
To date, we've not found the right investment. So while we're actively working on potential transactions in our pipeline, we're also preparing to sell our remaining properties. We expect at the two assets in Austin and the one in Washington, D.C. in the market later this month, our fourth asset 1225 17th Street and Denver is our largest and given that it will likely be the last to sell will require shareholder approval. If after working through our pipeline, we're unable to identify a compelling transaction. We intend by the end of the year to seek shareholder approval for the wind-down of our business and the return of our shareholders capital.
Following shareholder approval, we expect to distribute most of our cash with subsequent distributions following the sale of any remaining assets. We estimate the first wind down to be $0.40 to $0.50 per share and that it will take approximately six months from the sale of the last asset to complete the wind-down.
Looking ahead, we will continue to communicate ultimately with shareholders regarding the progress of our investment activities as well as the sale of our remaining office assets. The EQC team will continue to endeavor to create value for shareholders and to be responsible stewards of our investors' capital.
With that, David Bill and I are happy to take your questions.

Question and Answer Session

Operator

Thank you. Craig Melman, Citi.

Craig Melman

Hey, good morning, David. And I guess it sounds like the press release sounded more like you guys are still in the wait and see your commentary. Sounds like the wind down is is the highest probability. Is that sort of the way to take -- take your commentary from the reason you guys gave to year end is because you want to sell the assets first rather than redistribute the cash and then kind of sell them down as they come. Just trying to figure out the difference in the kind of the wording?
Yes.

David Helfand

Well, thanks, Greg. I'm not sure about the wording. The intention was to convey to investors that we're going to do both. So we're going to continue to pursue some interesting opportunities we have in our pipeline and work those to see if they come to fruition while at the same time moving towards resolution by putting the remaining assets into the market.

Craig Melman

So I mean for you guys, there's opportunities in the pipeline and is there anything that's even on the 50 yard line at this point? Or is it you know you're still dual passing it, but there's nothing imminent right now. I'm just trying to get a sense of probability weighting the outcome there.

David Helfand

It's David. I think it's hard to say what yard line we're on because we don't have perfect visibility into the counterparties perspective. But I would reiterate what David said, we're working on some transactions that we think could be a great fit. These are good businesses and they have stories as to why we're a better buyer than maybe an all-cash buyer.

Craig Melman

And okay. I mean from a usability and shareholder approval to sell the last office asset, would you need shareholder approval to to put a significant amount of capital to work as well? Or is that you only need it for why not the others?

William Griffiths

Yes, Greg, it's Bill. It depends. We really only would need shareholder approval in a situation where we'd be issuing stock in excess of about 20% of our total shares. So we could deploy the cash, assuming no stock above that amount without shareholder approval.

Craig Melman

And I apologize for getting into the technicals, but why do you need approval to sell Denver. Is it just because that would effectively give you no assets and trigger something? I'm just trying to understand.

William Griffiths

Yes, just a thing in our charter that we did do third-party get shareholder approval to sell.

Craig Melman

And then I'm assuming you guys do find an acquisition -- go ahead.

David Helfand

No, no. Go ahead.

Craig Melman

Okay. As I say, assuming you guys do find an acquisition in either residential or industrial. I'm just kind of curious on well that, for instance, some potential peers in the industrial space that are which are companies with big portfolios looking at their G&A load, they're somewhere in the low end of $20 million for EastGroup to closure high $30 million to $40 million for a terrain or an FR. I'm just kind of trying to get a sense of how scalable your current platform is today, just because you guys would already be in the middle of that range with a pretty high G&A load for a portfolio that would be at a arguably much smaller size than some of those companies today?

David Helfand

Well, I would think depending on the nature of the business, we're highly scalable if that were industrial, depending on how management intensive it is. I think we already have a fully staffed corporate office other than maybe adding some accountants and with some other people to supplement the team, but most of the lifting would be at the property level. And those costs I imagine would be carried at the properties.
So when thinking about G&A. I don't think depending on the investment, there should be that much of an impact, right? We also manage $7 billion of assets with not much more G&A when we started this thing.

Craig Melman

Okay. No, that's fair. And then just lastly, on the $0.40 to $0.50 to wind down the portfolio, what would that largely and include? And just one last technical one also, is there any change of control payments and to the management team that would be triggered and that would be included in that $0.40 to $0.50?

David Helfand

The answer is yes, change in control. Severance payments would be a part of that number. Professional service fees, legal accounting, Tom, other costs to wind down the business are included in the $0.40 to $0.50 this year.

Craig Melman

Okay, perfect. Do you have a breakout of what the biggest pieces of that would be?

David Helfand

No, we don't.

Craig Melman

Okay. I mean, is there any chance you guys would forego the change of control payments just to from a shareholder friendliness perspective, since it's a wind down rather than a M&A merger?

David Helfand

I don't think so.

Craig Melman

Okay, great. Appreciate the time.

Operator

This concludes our question and answer session. I would like to turn the call back over to David Helfand for closing remarks.

David Helfand

Thank you very much. Have a good day.

Operator

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.