Equity Commonwealth (NYSE: EQC) today reported financial results
for the quarter ended September 30, 2024.
Financial results for the quarter ended September 30,
2024
Net loss attributable to common shareholders was $28.2 million,
or $0.26 per diluted share, for the quarter ended September 30,
2024. This compares to net income attributable to common
shareholders of $24.1 million, or $0.22 per diluted share, for the
quarter ended September 30, 2023. The decrease in net income was
primarily due to a $50.2 million loss on asset impairment.
Funds from Operations, or FFO, as defined by the National
Association of Real Estate Investment Trusts, for the quarter ended
September 30, 2024, were $26.2 million, or $0.24 per diluted share.
This compares to FFO for the quarter ended September 30, 2023 of
$28.7 million, or $0.26 per diluted share. The following items
impacted FFO for the quarter ended September 30, 2024, compared to
the corresponding 2023 period:
- $(0.02) per diluted share increase in general and
administrative expenses, including $1.2 million of wind down costs
incurred during the quarter;
- $(0.01) per diluted share decrease in same property NOI;
and
- $0.01 per diluted share increase in interest and other income,
net.
Normalized FFO was $27.4 million, or $0.25 per diluted share,
for the quarter ended September 30, 2024. This compares to
Normalized FFO for the quarter ended September 30, 2023 of $28.6
million, or $0.26 per diluted share. The following items impacted
Normalized FFO for the quarter ended September 30, 2024, compared
to the corresponding 2023 period:
- $(0.01) per diluted share decrease in same property NOI;
- $(0.01) per diluted share increase in general and
administrative expenses; and
- $0.01 per diluted share increase in interest and other income,
net.
Normalized FFO begins with FFO and eliminates certain items
that, by their nature, are not comparable from period to period,
non-cash items, and items that obscure the company’s operating
performance. Definitions of FFO, Normalized FFO and reconciliations
to net income, determined in accordance with U.S. generally
accepted accounting principles, or GAAP, are included at the end of
this press release.
Our two Austin properties and 1250 H Street are classified as
held for sale as of September 30, 2024. We recognized a $50.2
million loss on asset impairment related to these properties. The
impairment charge reflects our estimated market value of the
properties less costs to sell. Of the $50.2 million loss on asset
impairment, $33.9 million was charged against the net book value of
the real estate and $16.3 million was charged against non-real
estate assets to be transferred to a buyer or written off upon
sale.
As of September 30, 2024, the company’s cash and cash
equivalents balance was $2.2 billion.
Same property results for the quarter ended September 30,
2024
The company’s same property portfolio at the end of the quarter
consisted of 4 properties totaling 1.5 million square feet.
Operating results were as follows:
- The same property portfolio was 69.7% leased as of September
30, 2024, compared to 71.4% as of June 30, 2024, and 80.8% as of
September 30, 2023.
- The same property portfolio commenced occupancy was 69.4% as of
September 30, 2024, compared to 70.7% as of June 30, 2024, and
79.9% as of September 30, 2023.
- Same property NOI decreased 16.0% when compared to the same
period in 2023, primarily due to a decrease in average commenced
occupancy.
- Same property cash NOI decreased 15.4% when compared to the
same period in 2023, primarily due to a decrease in average
commenced occupancy.
- The company did not enter into any leases during the
quarter.
The definitions and reconciliations of same property NOI and
same property cash NOI to net income, determined in accordance with
GAAP, are included at the end of this press release. The same
property portfolio at the end of the quarter included properties
continuously owned from July 1, 2023 through September 30,
2024.
Disposition Update
The sale of our two Austin properties, Bridgepoint Square and
206 East 9th Street, and 1250 H Street in Washington, D.C. are
under contract with non-refundable earnest money deposits. These
sales, which do not require shareholder approval of the Company’s
Plan of Sale, are anticipated to begin closing in early November
2024, subject in each case to contractual extensions and other
closing conditions. Current pricing for these sales is consistent
with the assumptions underlying the estimated aggregate shareholder
distribution range of $19.50 to $21.00 per share disclosed in our
definitive proxy statement (the “Definitive Proxy”) filed on
October 2, 2024 in connection with the special meeting of
shareholders scheduled for November 12, 2024, where the Company
intends to seek shareholder approval of its Plan of Sale. The
closing of these sales is not expected to impact the estimated
range or timing of the initial cash distribution to our common
shareholders as disclosed in the Definitive Proxy, which we
estimated to be $18.00 to $19.00 per share and paid within thirty
days following shareholder approval of the Plan of Sale after
payment of the liquidation preference to the holders of our Series
D Preferred Shares. The marketing of our property located at 1225
Seventeenth Street in Denver, CO commenced in September 2024. Any
closing on the sale of the Denver property will occur after
shareholder approval of the Plan of Sale.
While we are focused on executing on the sale of our assets, the
market conditions for selling office assets are uniquely
challenging at this time. As a result, we may not be able to
complete sales in a timely manner, if at all, any such dispositions
could be completed for less than estimated, and our liquidating
distributions could be delayed or reduced as a result.
We will provide updates with respect to the dispositions of our
four remaining properties if and to the extent that any sales
close.
Earnings conference call & supplemental operating and
financial information
Equity Commonwealth will host a conference call to discuss third
quarter results on Wednesday, October 24, 2024, at 9:00 A.M. CT.
The conference call will be available via live audio webcast on the
Investor Relations section of the company’s website
(www.eqcre.com). A replay of the audio webcast will also be
available following the call.
A copy of EQC’s Third Quarter 2024 Supplemental Operating and
Financial Information is available in the Investor Relations
section of EQC’s website at www.eqcre.com.
About Equity Commonwealth
Equity Commonwealth is a Chicago based, internally managed and
self-advised real estate investment trust (REIT) with commercial
office properties in the United States. EQC’s portfolio is
comprised of four properties totaling 1.5 million square feet.
Regulation FD Disclosures
We use any of the following to comply with our disclosure
obligations under Regulation FD: press releases, SEC filings,
public conference calls, or our website. We routinely post
important information on our website at www.eqcre.com, including
information that may be deemed to be material. We encourage
investors and others interested in the company to monitor these
distribution channels for material disclosures.
Forward-Looking Statements
Some of the statements contained in this press release
constitute forward-looking statements within the meaning of the
federal securities laws. Any forward-looking statements contained
in this press release are intended to be made pursuant to the safe
harbor provisions of Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies,
anticipated events or trends and similar expressions concerning
matters that are not historical facts. You can identify
forward-looking statements by the use of forward-looking
terminology, including but not limited to, “may,” “will,” “should,”
“could,” “would,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” or “potential” or the negative
of these words and phrases or similar words or phrases which are
predictions of or indicate future events or trends and which do not
relate solely to historical matters. You can also identify
forward-looking statements by discussions of strategy, plans or
intentions.
The forward-looking statements contained in this press release
reflect our current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and
changes in circumstances that may cause our actual results to
differ significantly from those expressed in any forward-looking
statement. We do not guarantee that the transactions and events
described will happen as described (or that they will happen at
all). We disclaim any obligation to publicly update or revise any
forward-looking statement to reflect changes in underlying
assumptions or factors, of new information, data or methods, future
events or other changes. For a further discussion of these and
other factors that could cause our future results to differ
materially from any forward-looking statements, see the section
entitled “Risk Factors” in our most recent Annual Report on Form
10-K, subsequent quarterly reports on Form 10-Q and in our
Definitive Proxy Statement on Schedule 14A filed on October 2,
2024.
CONDENSED CONSOLIDATED BALANCE
SHEETS
(Unaudited, amounts in thousands,
except share data)
September 30, 2024
December 31, 2023
ASSETS
Real estate properties:
Land
$
22,400
$
44,060
Buildings and improvements
158,152
367,827
180,552
411,887
Accumulated depreciation
(69,254
)
(180,535
)
111,298
231,352
Assets held for sale
86,803
—
Cash and cash equivalents
2,225,150
2,160,535
Rents receivable
8,046
15,737
Other assets, net
9,833
17,417
Total assets
$
2,441,130
$
2,425,041
LIABILITIES AND EQUITY
Liabilities related to properties held for
sale
$
6,200
$
—
Accounts payable, accrued expenses and
other
17,621
27,298
Rent collected in advance
1,324
1,990
Distributions payable
2,803
5,640
Total liabilities
$
27,948
$
34,928
Shareholders’ equity:
Preferred shares of beneficial interest,
$0.01 par value: 50,000,000 shares authorized;
Series D preferred shares; 6.50%
cumulative convertible; 4,915,196 shares issued and outstanding,
aggregate liquidation preference of $122,880
$
119,263
$
119,263
Common shares of beneficial interest,
$0.01 par value: 350,000,000 shares authorized; 107,327,691 and
106,847,438 shares issued and outstanding, respectively
1,073
1,068
Additional paid in capital
3,942,389
3,935,873
Cumulative net income
3,950,345
3,926,979
Cumulative common distributions
(4,863,688
)
(4,864,440
)
Cumulative preferred distributions
(739,667
)
(733,676
)
Total shareholders’ equity
2,409,715
2,385,067
Noncontrolling interest
3,467
5,046
Total equity
$
2,413,182
$
2,390,113
Total liabilities and equity
$
2,441,130
$
2,425,041
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands,
except per share data)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2024
2023
2024
2023
Revenues:
Rental revenue
$
12,782
$
13,928
$
39,491
$
41,512
Other revenue (1)
1,206
1,284
3,796
3,866
Total revenues
$
13,988
$
15,212
$
43,287
$
45,378
Expenses:
Operating expenses
$
6,863
$
6,722
$
20,118
$
20,920
Depreciation and amortization
4,214
4,436
12,753
13,260
General and administrative
8,886
7,061
25,565
29,470
Loss on asset impairment
50,226
—
50,226
—
Total expenses
$
70,189
$
18,219
$
108,662
$
63,650
Interest and other income, net
29,996
29,269
89,278
84,997
(Loss) income before income taxes
(26,205
)
26,262
23,903
66,725
Income tax expense
(22
)
(30
)
(486
)
(1,906
)
Net (loss) income
$
(26,227
)
$
26,232
$
23,417
$
64,819
Net loss (income) attributable to
noncontrolling interest
38
(86
)
(51
)
(204
)
Net (loss) income attributable to
Equity Commonwealth
$
(26,189
)
$
26,146
$
23,366
$
64,615
Preferred distributions
(1,997
)
(1,997
)
(5,991
)
(5,991
)
Net (loss) income attributable to
Equity Commonwealth common shareholders
$
(28,186
)
$
24,149
$
17,375
$
58,624
Weighted average common shares outstanding
— basic (2)
107,456
108,931
107,363
109,494
Weighted average common shares outstanding
— diluted (2)(3)
107,456
110,217
108,391
110,916
Earnings per common share attributable to
Equity Commonwealth common shareholders:
Basic
$
(0.26
)
$
0.22
$
0.16
$
0.54
Diluted
$
(0.26
)
$
0.22
$
0.16
$
0.53
(1)
Other revenue is primarily comprised of
parking revenue that does not represent a component of a lease.
(2)
Weighted average common shares outstanding
for the three months ended September 30, 2024 and 2023 includes 128
and 131 unvested, earned RSUs, respectively. Weighted average
common shares outstanding for the nine months ended September 30,
2024 and 2023 includes 129 and 125 unvested, earned RSUs,
respectively.
(3)
As of September 30, 2024, we had 4,915
series D preferred shares outstanding. The series D preferred
shares were convertible into 4,032 common shares as of September
30, 2024 and 2023. The series D preferred shares are anti-dilutive
for GAAP EPS for all periods presented.
CALCULATION OF FUNDS FROM
OPERATIONS (FFO) AND NORMALIZED FFO
(Unaudited, amounts in thousands,
except per share data)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2024
2023
2024
2023
Calculation of FFO
Net (loss) income
$
(26,227
)
$
26,232
$
23,417
$
64,819
Real estate depreciation and
amortization
4,202
4,429
12,717
13,231
Loss on asset impairment (1)
50,226
—
50,226
—
FFO attributable to Equity
Commonwealth
28,201
30,661
86,360
78,050
Preferred distributions
(1,997
)
(1,997
)
(5,991
)
(5,991
)
FFO attributable to EQC common
shareholders and unitholders
$
26,204
$
28,664
$
80,369
$
72,059
Calculation of Normalized FFO
FFO attributable to EQC common
shareholders and unitholders
$
26,204
$
28,664
$
80,369
$
72,059
Straight-line rent adjustments
(77
)
(107
)
(559
)
445
Wind down costs
1,246
—
1,246
—
Former chairman accelerated compensation
expense
—
—
—
5,957
Normalized FFO attributable to EQC
common shareholders and unitholders
$
27,373
$
28,557
$
81,056
$
78,461
Weighted average common shares and units
outstanding — basic (2)
107,610
109,292
107,543
109,842
Weighted average common shares and units
outstanding — diluted (2)
108,351
110,578
108,571
111,264
FFO attributable to EQC common
shareholders and unitholders per share and unit — basic
$
0.24
$
0.26
$
0.75
$
0.66
FFO attributable to EQC common
shareholders and unitholders per share and unit — diluted
$
0.24
$
0.26
$
0.74
$
0.65
Normalized FFO attributable to EQC common
shareholders and unitholders per share and unit — basic
$
0.25
$
0.26
$
0.75
$
0.71
Normalized FFO attributable to EQC common
shareholders and unitholders per share and unit — diluted
$
0.25
$
0.26
$
0.75
$
0.71
(1)
Includes $16.3 million of loss on
asset impairment related to non-real estate assets which will be
written off or transferred to a buyer upon sale.
(2)
Our calculations of FFO and
Normalized FFO attributable to EQC common shareholders and
unitholders per share and unit - basic for the three months ended
September 30, 2024 and 2023 include 154 and 361 LTIP/Operating
Partnership Units, respectively, that are excluded from the
calculation of basic earnings per common share attributable to EQC
common shareholders (only). Our calculations of FFO and Normalized
FFO attributable to EQC common shareholders and unitholders per
share and unit - basic for the nine months ended September 30, 2024
and 2023 include 180 and 348 LTIP/Operating Partnership Units,
respectively, that are excluded from the calculation of basic
earnings per common share attributable to EQC common shareholders
(only).
We compute FFO in accordance with standards established by Nareit.
Nareit defines FFO as net income (loss), calculated in accordance
with GAAP, excluding real estate depreciation and amortization,
gains (or losses) from sales of depreciable property, impairment of
depreciable real estate and our portion of these items related to
equity investees and noncontrolling interests. Our calculation of
Normalized FFO differs from Nareit’s definition of FFO because we
exclude certain items that we view as nonrecurring or impacting
comparability from period to period. FFO and Normalized FFO are
supplemental non-GAAP financial measures. We consider FFO and
Normalized FFO to be appropriate measures of operating performance
for a REIT, along with net income (loss), net income (loss)
attributable to EQC common shareholders and cash flow from
operating activities.
We believe that FFO and Normalized FFO provide useful information
to investors because by excluding the effects of certain historical
amounts, such as depreciation expense, FFO and Normalized FFO may
facilitate a comparison of our operating performance between
periods and with other REITs. FFO and Normalized FFO do not
represent cash generated by operating activities in accordance with
GAAP and should not be considered as alternatives to net income
(loss), net income (loss) attributable to EQC common shareholders
or cash flow from operating activities, determined in accordance
with GAAP, or as indicators of our financial performance or
liquidity, nor are these measures necessarily indicative of
sufficient cash flow to fund all of our needs. These measures
should be considered in conjunction with net income (loss), net
income (loss) attributable to EQC common shareholders and cash flow
from operating activities as presented in our condensed
consolidated statements of operations and condensed consolidated
statements of cash flows. Other REITs and real estate companies may
calculate FFO and Normalized FFO differently than we do.
CALCULATION OF SAME PROPERTY
NET OPERATING INCOME (NOI) AND SAME PROPERTY CASH BASIS NOI
(Unaudited, amounts in
thousands)
For the Three Months
Ended
9/30/2024
6/30/2024
3/31/2024
12/31/2023
9/30/2023
Calculation of Same Property NOI and
Same Property Cash Basis NOI:
Rental revenue
$
12,782
$
12,816
$
13,893
$
13,824
$
13,928
Other revenue (1)
1,206
1,293
1,297
1,322
1,284
Operating expenses
(6,863
)
(6,721
)
(6,534
)
(6,542
)
(6,722
)
NOI
$
7,125
$
7,388
$
8,656
$
8,604
$
8,490
Straight-line rent adjustments
(77
)
(259
)
(223
)
(538
)
(107
)
Lease termination fees
(106
)
(69
)
(616
)
(630
)
(173
)
Cash Basis NOI
$
6,942
$
7,060
$
7,817
$
7,436
$
8,210
Cash Basis NOI from non-same properties
(2)
—
3
16
7
(5
)
Same Property Cash Basis NOI
$
6,942
$
7,063
$
7,833
$
7,443
$
8,205
Non-cash rental income and lease
termination fees from same properties
183
328
839
1,168
280
Same Property NOI
$
7,125
$
7,391
$
8,672
$
8,611
$
8,485
Reconciliation of Same Property NOI to
GAAP Net (Loss) Income:
Same Property NOI
$
7,125
$
7,391
$
8,672
$
8,611
$
8,485
Non-cash rental income and lease
termination fees from same properties
(183
)
(328
)
(839
)
(1,168
)
(280
)
Same Property Cash Basis NOI
$
6,942
$
7,063
$
7,833
$
7,443
$
8,205
Cash Basis NOI from non-same properties
(2)
—
(3
)
(16
)
(7
)
5
Cash Basis NOI
$
6,942
$
7,060
$
7,817
$
7,436
$
8,210
Straight-line rent adjustments
77
259
223
538
107
Lease termination fees
106
69
616
630
173
NOI
$
7,125
$
7,388
$
8,656
$
8,604
$
8,490
Depreciation and amortization
(4,214
)
(4,182
)
(4,357
)
(4,184
)
(4,436
)
General and administrative
(8,886
)
(8,356
)
(8,323
)
(7,504
)
(7,061
)
Loss on asset impairment
(50,226
)
—
—
—
—
Interest and other income, net
29,996
29,770
29,512
29,670
29,269
(Loss) income before income
taxes
$
(26,205
)
$
24,620
$
25,488
$
26,586
$
26,262
Income tax (expense) benefit
(22
)
(434
)
(30
)
40
(30
)
Net (loss) income
$
(26,227
)
$
24,186
$
25,458
$
26,626
$
26,232
(1)
Other revenue is primarily comprised of
parking revenue that does not represent a component of a lease.
(2)
Cash Basis NOI from non-same properties
for all periods presented includes the operations of disposed
properties.
CALCULATION OF SAME PROPERTY
NET OPERATING INCOME (NOI) AND SAME PROPERTY CASH BASIS NOI
(Unaudited, amounts in
thousands)
For the Nine Months Ended
September 30,
2024
2023
Calculation of Same Property NOI and
Same Property Cash Basis NOI:
Rental revenue
$
39,491
$
41,512
Other revenue (1)
3,796
3,866
Operating expenses
(20,118
)
(20,920
)
NOI
$
23,169
$
24,458
Straight-line rent adjustments
(559
)
445
Lease termination fees
(791
)
(383
)
Cash Basis NOI
$
21,819
$
24,520
Cash Basis NOI from non-same properties
(2)
19
(13
)
Same Property Cash Basis NOI
$
21,838
$
24,507
Non-cash rental income and lease
termination fees from same properties
1,350
(62
)
Same Property NOI
$
23,188
$
24,445
Reconciliation of Same Property NOI to
GAAP Net Income:
Same Property NOI
$
23,188
$
24,445
Non-cash rental income and lease
termination fees from same properties
(1,350
)
62
Same Property Cash Basis NOI
$
21,838
$
24,507
Cash Basis NOI from non-same properties
(2)
(19
)
13
Cash Basis NOI
$
21,819
$
24,520
Straight-line rent adjustments
559
(445
)
Lease termination fees
791
383
NOI
$
23,169
$
24,458
Depreciation and amortization
(12,753
)
(13,260
)
General and administrative
(25,565
)
(29,470
)
Loss on asset impairment
(50,226
)
—
Interest and other income, net
89,278
84,997
Income before income taxes
$
23,903
$
66,725
Income tax expense
(486
)
(1,906
)
Net income
$
23,417
$
64,819
(1)
Other revenue is primarily comprised of
parking revenue that does not represent a component of a lease.
(2)
Cash Basis NOI from non-same properties
for all periods presented includes the operations of disposed
properties.
NOI is income from our real estate
including lease termination fees received from tenants less our
property operating expenses. NOI excludes amortization of
capitalized tenant improvement costs and leasing commissions and
corporate level expenses. Cash Basis NOI is NOI excluding the
effects of straight-line rent adjustments, lease value amortization
and lease termination fees. The quarter-to-date same property
versions of these measures include the results of properties
continuously owned from July 1, 2023 through September 30, 2024.
The year-to-date same property versions of these measures include
the results of properties continuously owned from January 1, 2023
through September 30, 2024.
We consider these supplemental non-GAAP
financial measures to be appropriate supplemental measures to net
income (loss) because they may help to understand the operations of
our properties. We use these measures internally to evaluate
property level performance, and we believe that they provide useful
information to investors regarding our results of operations
because they reflect only those income and expense items that are
incurred at the property level and may facilitate comparisons of
our operating performance between periods and with other REITs.
Cash Basis NOI is among the factors considered with respect to
acquisition, disposition and financing decisions. These measures do
not represent cash generated by operating activities in accordance
with GAAP and should not be considered as an alternative to net
income (loss), net income (loss) attributable to Equity
Commonwealth common shareholders or cash flow from operating
activities, determined in accordance with GAAP, or as indicators of
our financial performance or liquidity, nor are these measures
necessarily indicative of sufficient cash flow to fund all of our
needs. These measures should be considered in conjunction with net
income (loss), net income (loss) attributable to EQC common
shareholders and cash flow from operating activities as presented
in our condensed consolidated statements of operations and
condensed consolidated statements of cash flows. Other REITs and
real estate companies may calculate these measures differently than
we do.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241023510499/en/
Bill Griffiths (312) 646-2801 ir@eqcre.com
Equity Commonwealth (NYSE:EQC)
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