Equity Commonwealth (EQC) 2016 Q1 法說會逐字稿

Greetings and welcome to the equity Commonwealth first-quarter 2016 earnings conference call.

(Operator Instructions)

And as a reminder this conference is being recorded. I would now like to turn the conference over to your host, Miss Sarah Byrnes, Vice President of Investor Relations. Thank you Ms. Brynes you may begin.

Thank you Chris. Good morning and thank you for joining us to discuss equity Commonwealth results for the quarter ended March 31, 2016. Our speakers today are David Helfand, our President and CEO; Adam Markman, CFO; and David Weinberg, our COO.

Please be advised that certain matters discussed during the conference call may constitute forward-looking statements within the meaning of federal securities laws. We refer you to the documents that we file from time to time with the SEC which refer to risk factors that could adversely affect the company's operating results and financial condition. The company assumes no obligation to update or supplement any statements made today that become untrue because of subsequent events or otherwise.

Today's remarks also include certain non-GAAP financial measures. Please refer to yesterday's press release announcing our results for a reconciliation of these non-GAAP performance measures to our GAAP financial results which is available on our website.

With that I will turn the call over to David Helfand.

Thank you Sarah. Good morning. Thank you for joining us. I will provide a summary of the first quarter's results, address the progress of our asset management and disposition efforts, and touch on the use of proceeds from asset sales.

There has been understandable concern lately about macroeconomic conditions and capital market volatility and their influence on the real estate market. Dislocation in the debt markets and sagging equity prices were on everyone's mind late last year and early in 2016. Since then we have seen a significant rebound with the debt markets regaining some stability and credit spreads tightening across the board.

Equities have rallied as well with the S&P up 13% and the RMS 19% since their mid February lows. Against this backdrop the team at Equity Commonwealth continues to successfully execute our business plan.

This quarter's leasing activity totaled 1.9 million square feet on the same property basis, the highest in five quarters. Leased occupancy decreased 80 basis points compared to fourth quarter 2015 to 91.4% largely due to tenant downsizing. Rental rates declined 1.3% on a cash basis and increased 11.2% on a GAAP basis. Our leasing efforts were driven by strong renewal activity during the quarter.

On the disposition front during the first quarter we sold three office properties totaling 857,000 square feet for $122.6 million including Executive Park in suburban Atlanta which we discussed last quarter. The property is a redevelopment opportunity that was sold for $50.9 million.

We also sold 3330 N. Washington, a small building in Arlington Virginia for $11.3 million. The property was 15% leased and generated negative NOI at the time of sale. In addition we sold 111 E. Kilbourn Avenue, a 374,000 square foot office building in Milwaukee for $60.5 million. At the time of sale the building was 81% leased and pricing was in the high 5% cap rate range.

We also completed the sale of two properties that were held for sale at the end of the first quarter. The first of these was a 778 unit self storage facility in Honolulu for $29 million, pricing was in the high 3% cap rate range. We also closed on the sale of 1525 Locust Street, a 98,000 square foot office building in Philadelphia for $17.7 million. The property was 95% leased and pricing was in the low 7% cap rate range.

Sales completed year-to-date total $169 million, and in total since taking responsibility of the company in 2014 we've completed $3.1 billion in disposition activity and have paid down debt by $1.4 billion. (corrected by company after the call) In April we entered into a contract to sell the leasehold interest in 111 River Street a 566,000 square foot 100% leased property in Hoboken, New Jersey for $235 million. Pricing is in the mid 6% cap rate range. Closing is subject to the receipt of consents required under the ground lease and other customary conditions.

Including 111 River Street we currently have 27 properties totaling approximately 9 million square feet in various stages of the sale process. 14 are non-office properties totaling 2.8 million square feet including vineyards, movie theaters, and a number of our industrial properties. The balance: 13 assets comprising 6.2 million square feet, are office properties.

We continue to view the current market as an attractive environment for asset sales. Cap rates are at or near historic lows and buyers have consistently been willing to underwrite growth. Despite volatility in the CMBS market, the overall availability and pricing of debt capital remains accommodative. We have approximately $1.7 billion or $14 per share of cash. We continue to value all capital allocation options including acquisitions, share repurchases, debt repayment, and distributions.

We have made significant strides repositioning the company. We will continue to focus on intensive asset management and our disposition plan in an effort to maximize the value of the company and position ourselves for future growth opportunities.

With that I will turn the call over to Adam.

Thanks David. Good morning. I will review our financial results and provide some additional commentary on the balance sheet.

In general it was a quiet quarter that was in line with our expectations. Diluted FFO for the quarter was $0.30 per share compared to $0.50 a year ago. Normalized FFO was $0.29 per share compared to $0.55 last year. FFO and normalized FFO decreased primarily due to the $2.2 billion in assets that were sold over the comparative periods.

A slight decrease in same property cash NOI also contributed to the decline, but was more than offset by interest expense savings generated by the repayment of $624 million of debt. Specifically same property cash NOI decreased 3.8% when compared to the first quarter of last year. Approximately half of the decline comes from lower cash rental income from previously disclosed move outs.

Higher expenses generally related to increased real estate taxes are responsible for the rest of the decline. GAAP NOI was up 2.5% from a year ago largely due to straight line rent from recent leasing activity and due to the lag between lease signing and occupancy, approximately 700,000 square feet of recently executed new leases are not reflected in the first quarter's earnings, most of this newly leased square footage will take occupancy later in 2016.

Because of free rent these leases will not generate cash revenues until later this year and early 2017. Year-To-Date we have sold $169 million of properties. These dispositions generated a modest tax gain, which may be offset by our net operating loss carry forward. Whether a 2016 common distribution will be required is highly dependent on the amount of gains, if any, generated from future disposition activity.

Turning to the balance sheet during the quarter, we prepaid at par 131.9, excuse me $139.1 million of 6 1/4% senior unsecured notes that were due in August 2016. Subsequent to quarter end, we called our $275 million 7 1/4% series E preferred shares. The preferred share redemption will be completed on May 16.

We remain focused on financial flexibility. We intend to operate within the general parameters of a BBB unsecured debt rating. We have $461 million of debt that is pre-payable at par in December 2016. The weighted average coupon of these liabilities is 6%.

As David mentioned our cash balance at quarter end was approximately $1.7 billion or $14 per share. In addition to debt repayments, we are analyzing other uses of proceeds including new investment opportunities and distributions.

We also will continue to opportunistically utilize share buybacks. We repurchased approximately 984,000 shares in 2016 and 4.4 million shares for $113 million since the buyback program began last August. We have an additional $237 million authorized for share repurchases.

Our balance sheet is strong and we have significant liquidity with $2.5 billion in capacity between our cash balance and undrawn revolver. We are well-positioned for future opportunities.

With that I will turn the call over to David Weinberg.

Thank you Adam and good morning everyone. I will begin by reviewing our first-quarter leasing activity, then I will summarize the performance of some of our properties in our largest markets and provide color on our lease roll in 2016 and 2017.

In our same property portfolio during the first quarter we signed 1.9 million square feet of leases including 284,000 square feet of new leases and 1.6 million square feet of renewals. Rental rates declined 1.3% on a cash basis and increased 11.2% on a GAAP basis.

As announced in our last call our largest renewal this quarter was a 15 year extension of Carmike Cinemas, a 550,000 square foot tenant occupying six theaters. Our largest new deal was a 134,000 square-foot expansion at 600 W. Chicago.

Turning to our largest markets, Bellevue absorbed 95,000 square feet this quarter, but it's vacancy rate climbed to 12.3% with the delivery of the first of three new office buildings. We anticipate Bellevue's vacancy rate will be higher when another 1 million square feet of office space is delivered toward the end of this year. As we have previously said, despite the supply risk, we like Bellevue long-term with the two assets we own.

333 108th Avenue is Expedia's headquarters. It is a 100% leased, 20-story 440,000 square foot tower that was built in 2008, and is competitive with new construction. During the first quarter, we extended Expedia's 427,000 square foot lease for 14 months, it now expires December 31st, 2019, which gives us 3 years between the delivery of the remaining supply and Expedia's lease expiration.

Our other property in Bellevue is a 96% leased, 257,000 square foot ten-story office building. It is well located across the street from Bellevue's transit center. We recently enhanced the exterior of this property and are upgrading its entryway. In addition while it is unlikely we will undertake the development ourselves, we are pursuing another 1.2 million square feet of entitlements at this property.

In Denver the CBD absorbed 180,000 square feet this quarter and its vacancy rate is 13.8%. Our largest property in Denver is the 32 story 672,000 square foot tower 17th Street Plaza. It is one of the city's premier buildings located on the edge of LoDo, Denver's strongest sub market.

Since the end of the quarter 35,000 square feet of space became vacant, and a 70,000 square foot tenant will vacate in the first quarter of 2017. To get in front of these vacancies, we have been investing in this asset, including building a new conference center and renovating the lobby. We believe these upgrades will help maintain the property's competitive position relative to new construction.

Austin continues to do well even in the face of new supply, it absorbed 443,000 square feet and it's vacancy rate is 10.1%. One of our largest assets in Austin is Bridgepoint Square, a 94% leased five-building 440,000 square foot office park. This property has views of downtown, the lake, and the Austin country club. We have begun the process of upgrading amenities and will be renovating lobbies and common areas. We believe these upgrades will allow us to further push rents and better position the asset to compete with new supply.

Chicago also continues to do well, the CBD absorbed 490,000 square feet and its vacancy rate is 11.8%. In addition to 600 W. Chicago, we own Triangle Plaza, a 632,000 square foot property near O'Hare airport, this is one of the better assets in Chicago's O'Hare sub market and is in walking distance of an L train stop. On-site amenities include a 10,000 square-foot fitness center, and an underground executive parking garage. Subsequent to quarter end, we signed 100,000 square feet of leases, increasing Triangle Plaza's leased occupancy from 87% to 97%.

Indianapolis' vacancy rate is 17.5%. Chase Tower totals 1.1 million square feet and consist of a 48-story class A tower and connected 12-story office building. This property is in the heart of the CBD, across from Monument Circle, and has a bank, fitness center, conference facility, and underground parking.

This week we signed a 228,000 square-foot lease with a new tenant. As a result of this new lease and other activity and after taking into account space at JP Morgan Chase will give back to accommodate our new tenant the properties percent leased will increase from 82% to 89%. This is a significant lease in Indianapolis which had a total of 220,000 square feet of net absorption in all of 2015.

Philadelphia's CBD continues to improve. The market's vacancy rate is 10.3% and it absorbed 109,000 square feet this quarter.

1735 Market, which is almost 1.3 million square feet, is one of the best buildings in the city. It has 260,000 square feet of vacant space, and another 185,000 square feet will become available this month. To maintain this property's position in the market we are reviewing its amenity package, including looking at adding a tenant lounge, conference center, and a rooftop deck.

During the second half of 2015 we signed 90,000 square feet of new leases at 1735 Market. In the first quarter of 2016 we signed 35,000 square feet of new leases. We are pleased with the leasing activity and interest to date.

Finally, I would like to comment on our lease roll in 2016 and 2017. At year end 2015 we reported over 2 million square feet of lease expirations in 2016. As of quarter end that number is 900,000 square feet, about one-half of which we expect to get back. As previously discussed, this includes FMC vacating 207,000 square feet at 1735 Market, of which 22,000 square feet has been backfilled, and a 100,000 square foot tenant in an industrial building that will vacate.

Looking ahead to 2017, we have 2 million square feet rolling. Of this amount we recently renewed a 450,000 square-foot industrial tenant which leaves approximately 1.5 million square feet.

The largest tenant expiring in 2017 is Truven Health Analytics, they occupy 173,000 square feet at our property in Ann Arbor, and will be vacating next February. No other tenants rolling in 2017 are greater than 75,000 square feet. In the context of a 23 million square foot portfolio, this is a manageable amount of lease roll. We are in front of all of these tenants and are actively working to address their needs.

With that we will open it up to Q&A.

And our first question comes from the line of Jamie Feldman from Bank of America Merrill Lynch. Please start with your question.

Great, thank you, good morning. Could you guys talk a little bit more about the disposition market and the buyer pool and with the market volatility we saw during the quarter, were there any changes versus the prior six months?

Hi Jamie it is David Weinberg. As David said in his opening remarks, if you go to the end of 2015 and the beginning of this year there was a lot of concern about where the capital markets were headed, which caused some buyers perhaps to hit the pause button and things were relatively choppy.

Since then things have settled down. I'd say in terms of what we're seeing and what we're executing on overall, our dispositions have been in line with our expectations and we still believe it's a good time to be a seller.

Any change in cap rates or capital availability? Anything you're seeing that might change some of the pricing?

It's hard for us to compare what were selling today given some of the unique assets we have in the market like the cinemas, the vineyards, and some of our industrial buildings. But I would say overall, what we're seeing is still a lot of interest and by any historical measure, very good pricing and we've been pleased with the execution.

And then you had mentioned 13 more office buildings for sale, 6.2 million square feet. As you think about the buildings that will be left after that any change to how you think about the markets you want to be in longer term or what might be longer-term based on both operating conditions you have seen so far and the sales you have teed up?

I don't think there's been a change in our position. As we said before there are certain markets we like more than others. We've always been very bullish on Bellevue, Austin, Denver.

There are other markets that we think have some good momentum, perhaps we're a little over exposed in them. When it comes down to it we are always evaluating the individual asset in the context of the broader market, and we may find even in the better markets there are some assets that we think the value has been created, it's a good time to harvest them. And we may sell down our position. But overall I don't think our perspective has changed.

And are any of the markets you mentioned that you're getting more worried about supply?

I think as I said on the last call, the invisible hand works. The market we've been seeing a lot of absorption, Bellevue, Austin, and Denver, is also where you see the most supply.

Having said that, look at a market like Austin, it is still performing very well. Bellevue is obviously the poster child, given the amount of supply coming online in a little over an eight million square foot market, but we still like that market's fundamentals and long-term prospects.

Thank you.

(Operator Instructions)

Our next question comes from the line of Jed Reagan from Green Street Advisors. Please proceed with your question.

Good morning guys. You've got another eight or nine million square feet or so of new assets on the market right now, which looks like it might be about a third of your remaining portfolio. Could you sell all of that and finish higher than $1 billion in sales this year, or do you still feel comfortable with the prior disposition guidance range.

Good morning. It may be that if all the deals close we would be in excess of the $3 billion, but there is no assurance that we will get all of them done and we will get pricing that's acceptable.

If you do close all of them, in this order of magnitude is that a significant percentage increase over the $3 billion or get you pretty close.

It would be a modest increase.

Got it. Thank you. When we look at your Q1 cash releasing spread, how representative do you feel like that is for the overall portfolio, were in place when sitting relative to overall.

Hey Jed, this is David. I would be careful to draw any big conclusions based on one quarter's numbers. As we have said we think our in-place rents are slightly below market, and the leasing results this past quarter are heavily influenced by a couple of large leases, notably Carmike and Expedia.

Thanks. And last one if I may, just looking at Austin and Bellevue, are you seeing any signs of tech market uncertainty impacting tenant demand in those markets?

I have not heard anything in those markets specifically nor are we seeing it. But we're in the fortunate position that our asset in Bellevue that we are currently leasing is well located B asset that caters to smaller tenants. And then in Austin we have a very nice diverse portfolio where we have not seen any impact of that noise.

Thank you for your time.

Our next question comes from the line of Emmanuel Korchman from Citi. Please proceed with your question.

Good morning everyone. If we think about sort of market share or having significance in a market, we think about your sale in Philadelphia this quarter, there's been recent press on 1500 Market being on the for sale market. How do you think about selling partial, I will call its partial stakes in the city, and remaining in the city versus complete exit.

Manny, it is Adam. I think that as we said all along in this process, we are opportunistic and in the case of 1500 which as you mentioned has been in the press quite a bit lately, that's a property where we think we have through the leasing activity, really matured that property, and it is now at a place where there's not a whole lot of upside left. And it's ripe for disposition.

As we've continued to sell down the portfolio, Philadelphia is a more and more meaningful piece of what we have, and so it's logical from our perspective to try and mitigate some of that heavy reliance on that one market.

If we can turn to sort of the more, I will call it non strategic assets for now. I don't know how you want to define it, so the industrial, movie theaters, vineyards, et cetera. I think we have been surprised that we have not seen quicker sales of those types of assets.

Has there been an element of you trying to lease them up or lack of interest or pricing has not matched. Why weren't, the question is, why weren't those the first asset to go rather than being last?

Hello Manny, it is David. I think it is a good question and I think the answer is consistent with what we said, which is we're always looking at opportunities to create value. Take for example the self storage in Hawaii. It would have been very easy to sell that a couple of years ago when we took over, but when we looked into the asset we saw something that was poorly managed, it was trailing the market in both terms of rate and occupancy, often hard to do both, had a very bad receivable balance, and there were a lot of storage units occupied by non rent-paying tenants.

So instead of just selling it as is, we assigned a young guy, Zach Zanolli, to go to Hawaii for a year and a half multiple trips, he cleaned up the asset, he was able to double the NOI in about a year, and then we were able to sell off that story, because people could extrapolate the growth.

It is the same type of thing we're trying to do with our "non strategic assets" across the portfolio. Carmike, another example. We could have sold it. We had about a year and a half on the lease, instead we held it, reworked it, and now we have a 15 year lease. So those are things we are trying to do.

I am sure he was very disappointed to have to go to Hawaii.

We had a few volunteers.

It's Michael Bilerman speaking. I had a question on sort of the strategic alternatives, M&A. You had the Cousins Parkway deal getting announced last week, and clearly there are parts of both of those portfolios, and what's remaining in the EQC portfolio in terms of assets, but a hell of a lot of cash that may have been attractive in that scenario.

So could you just sort of talk about how you looked at that process, those companies were going down and whether that was at all attractive to you about a potential transaction.

This is Adam. It's the kind of transaction that we've been looking at. As you can imagine when these things are in the works, we tend to have an opportunity to be in the mix. And that specific case, there's really two components, right pricing and markets, and we weren't a participant given those factors. I think the interesting thing is the structure there and we're hopeful that other kinds of opportunities like that may emerge in the future.

So you sort of view it as a way -- that's not your entity either using the cash or the seller could use the cash effectively in a way too.

That's right.

Thank you.

And now our next question comes from the line of John Guinee from Stifel Nicolaus. Please proceed with your question sir.

Thank you. Adam I'm just doing a quick back of the envelope, and if you are successful in selling this nine million square feet, it looks like about $1.3 billion of proceeds, which would leave roughly 14 million square feet, let's say that's worth $200 a foot, that is about $2.8 billion of real estate, and after you pay down the debt you can pay down between now and the end of the year, you have roughly, and this is sort of a year end snapshot, you have about $1.1 billion of debt plus $120 million of preferred shares, and about $2.3 billion of cash. Do those numbers sound reasonable.

Yes. I'm not going to give you specific comments on the valuation, but we've provided good information in terms of the debt. You're making an assumption that all of it will be repaid, it may not. It may be refinanced. Part of what we've described as available for repayment at par is a note that we've swapped from floating to fixed, and the swap goes away in December, it would allow us to pay it off but it is not due it at that time.

So there's a lot of variables there. You know order of magnitude in terms of the exercise that you're doing is logical.

Good morning John, this is David. Without commenting on the accuracy, it sounds like a really interesting company.

It does sound like a very interesting company. It sounds like -- great segue David thank you, sounds like a company very low leveraged, a lot of cash, elephant hunting clearly. The issue is that if you look at these low barrier public REITs out there, they all probably really like their real estate more than you like their real estate, they all really like their jobs, and their boards really like their annuities. And you guys are really disciplined investors, I'm assuming, how do you bridge that gap?

Who says we do? I wouldn't say that we're necessarily looking at low barrier opportunities, we're looking at opportunities where we think we can create value long-term. And it may be that we have to be patient to avail ourselves of that type of opportunity.

Thank you very much. Keep up the good work.

Thank you.

(Operator Instructions)

And our next question is a follow up from Emmanuel Korchman from Citigroup, please proceed with your question.

David, going back to the comment you just made about finding those, or unlocking those opportunities. Help us understand how a company that has a more centralized team, less people out in the field, a third party property management, sort of unlocks -- like what would have to be wrong or broken within an asset, that the owners themselves would not be pulling all of the same levers, that they're not going to CBRE and saying lease this for us. How do you sort of unleash your creativity on that asset given your structure and the property management structure?

I appreciate the question. I think your focus on CB is just off the mark. CB as property management agent for us has nothing to do with our sourcing of opportunities. And what I can tell you is this building 2 North has successfully over the past three decades invested in a tremendous number of opportunities where there is some fundamental opportunity to create value that we believe on a risk-adjusted basis were paid for taking risk and can apply the talent and the team to some situation that has a reposition opportunity and value creation.

I think what we've done in the past two years is evidence of this team's ability to do that. So I'm not worried about being centralized, in fact a lot of the equity companies are situated here at 2 North, that does not change our reach or our ability to find opportunities.

I think for us we need to be patient in the environment we're in, given pricing, and I think we are being opportunistic by selling assets at a price greater than what we think they're worth, creating capacity, and the key is to continue to aggressively look for opportunity, and then sort of dive in where it makes sense.

Sorry for rephrasing the question. I meant more on the opportunity side of what you are seeing to buy. So no doubt you guys have unlocked value in what you own. You're going out there and you're bidding on an asset and you're looking to find an asset that is either under managed, under leased, undervalued in some other way, somebody does not realize they are sitting on land that is more valuable than it is. It has to be one of those types of scenarios.

What makes you I guess more effective than, A, the current owner or, B, the competitive set of other people out there that has maybe less cash than you but a similar probably cost or cost of equity or desired return as you?

This is Adam I will try and answer the question maybe from a different way I hope it is helpful. When I think about that question I guess I get comfort from a couple of things. One is, our capital structure right. Clearly we have an ability with the cash and liquidity to do something that is significant and to do it quickly.

And I think we combine that with our infrastructure, with the team that we've built, which together are what we believe will take us to the future, to the opportunities that you're talking about. And I would layer in the equity companies. Sam and his reputation and our ability over many, many decades to find opportunity.

And I guess finally from my seat from where I sit, there is nothing that happens out there that people don't call us and talk about, given those characteristics that I just mentioned.

Thanks Adam.

And now our next question comes from the line of Mitch Germain from JMP Securities. Please proceed with your question.

Good morning guys. I apologize if this was asked already, I missed some of the commentary before. Are there any dividend implications that you need to be -- that you need to consider now that you've got this queue of sales out there?

We touched on it briefly in prepared remarks but I will try to give it a little more color. We entered the year with net operating loss carry forward, we generated little bit of taxable gain through the dispositions that have been completed year to date in 2016, but still the NOL would be sufficient to shelter those gains.

And then as we move forward through the year, it will be very highly dependent on which specific assets are actually sold and which we continue to own.

And when do you or the Board, when you guys start to consider a more recurring element to the dividend on a forward basis.

I think we've described for example, in our annual shareholder letter this concept of being midstream in this process. We're transforming this Company and the asset sales are a part of it. What we've done on the operations and leasing side are a part of it. You're seeing some of that happening and you will continue to see it. But until we're done what that process, the recurring dividend is probably not something that will be in a great position to address.

Thank you. Good quarter.

Thank you.

And our next question is a follow up from Jamie Feldman of Bank of America. Please proceed with your question.

Thanks, can you talk about the closest you've come to actually putting capital to work in investment acquisitions?

No. I am not sure what the point of that is.

Okay. Just seeing what the Delta was between actually putting capital to work and underwriting some opportunities that look interesting.

I guess we've -- our actions be pretty loudly, which is we're continuing to aggressively sell in this market, and when that's the environment from our perspective, it's difficult to aggressively be buying.

Okay that's fair, thanks.

There are no further questions in the queue at this time. I will turn the call over to management for any closing remarks.

Thank you for joining us today. We appreciate your interest in Equity Commonwealth. We will see you in June in New York. Thanks.

Ladies and gentlemen this does conclude today's teleconference. We thank you for your time and participation today. You may disconnect your lines at this time and have a wonderful rest of your day.