EX-99.1 2 eqc93022ex991.htm EX-99.1 Document
Exhibit 99.1
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Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606

Equity Commonwealth Reports Third Quarter 2022 Results
Chicago – October 25, 2022 - Equity Commonwealth (NYSE: EQC) today reported financial results for the quarter ended September 30, 2022.

Financial results for the quarter ended September 30, 2022
Net income attributable to common shareholders was $10.2 million, or $0.09 per diluted share, for the quarter ended September 30, 2022. This compares to net loss attributable to common shareholders of $4.8 million, or $0.04 per diluted share, for the quarter ended September 30, 2021. The increase in net income was primarily due to an increase in interest income from higher average interest rates.

Funds from Operations, or FFO, as defined by the National Association of Real Estate Investment Trusts, for the quarter ended September 30, 2022, were $14.5 million, or $0.13 per diluted share. This compares to FFO for the quarter ended September 30, 2021 of $(0.3) million, or $(0.00) per diluted share. The following items impacted FFO for the quarter ended September 30, 2022, compared to the corresponding 2021 period:
•$0.12 per diluted share increase in interest and other income, net; and
•$0.01 per diluted share increase in same property NOI.

Normalized FFO was $14.5 million, or $0.13 per diluted share, for the quarter ended September 30, 2022. This compares to Normalized FFO for the quarter ended September 30, 2021 of $(0.7) million, or $(0.01) per diluted share. The following items impacted Normalized FFO for the quarter ended September 30, 2022, compared to the corresponding 2021 period:
•$0.12 per diluted share increase in interest and other income, net; and
•$0.01 per diluted share increase in same property NOI.

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 (loss), determined in accordance with U.S. generally accepted accounting principles, or GAAP, are included at the end of this press release.

As of September 30, 2022, the company’s cash and cash equivalents balance was $2.7 billion.

Same property results for the quarter ended September 30, 2022
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 83.4% leased as of September 30, 2022, compared to 84.8% as of June 30, 2022, and 82.5% as of September 30, 2021.
•The same property portfolio commenced occupancy was 80.8% as of September 30, 2022, compared to 82.9% as of June 30, 2022, and 78.6% as of September 30, 2021.
•Same property NOI increased 16.8% when compared to the same period in 2021.
•Same property cash NOI increased 19.1% when compared to the same period in 2021.
•The company entered into leases for approximately 55,000 square feet, including renewal leases for approximately 30,000 square feet and new leases for approximately 25,000 square feet, in the quarter ended September 30, 2022.
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•The GAAP rental rate on new and renewal leases was 2.2% higher compared to the prior GAAP rental rate for the same space.
•The cash rental rate on new and renewal leases was 3.3% lower compared to the prior cash rental rate for the same space.

The definitions and reconciliations of same property NOI and same property cash NOI to net income (loss), 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 October 1, 2021 through September 30, 2022.

Significant events during the quarter ended September 30, 2022
•On September 8, 2022, the company declared a special, one-time cash distribution of $1.00 per common share, which was paid on October 18, 2022 to shareholders of record on September 29, 2022.
•During the quarter ended September 30, 2022, the company repurchased 590,271 of its common shares at a weighted average price of $25.40 ($24.40 dividend-adjusted) per share, for a total investment of $15.0 million.

Subsequent events
Subsequent to quarter-end, as of October 24, 2022, the company repurchased 1,223,319 of its common shares at a weighted average price of $23.99 per share for a total investment of $29.3 million. The company has $120.4 million of remaining authorization available under its share repurchase program, as of October 24, 2022.

Earnings Conference Call & Supplemental Operating and Financial Information
Equity Commonwealth will host a conference call to discuss third quarter results on Wednesday, October 26, 2022, 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 2022 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 (NYSE: EQC) 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
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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 and subsequent quarterly reports on Form 10-Q.


Contact:
Bill Griffiths
(312) 646-2801
ir@eqcre.com













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CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, amounts in thousands, except share data)

September 30, 2022December 31, 2021
ASSETS
Real estate properties:
Land$44,060 $44,060 
Buildings and improvements363,782 362,042 
407,842 406,102 
Accumulated depreciation(166,379)(156,439)
241,463 249,663 
Cash and cash equivalents2,692,354 2,800,998 
Rents receivable16,234 15,549 
Other assets, net18,469 15,173 
Total assets$2,968,520 $3,081,383 
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other$21,704 $19,762 
Rent collected in advance2,637 3,986 
Distributions payable113,584 2,365 
Total liabilities$137,925 $26,113 
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; 110,651,571 and 115,205,818 shares issued and outstanding, respectively1,106 1,152 
Additional paid in capital4,005,125 4,128,656 
Cumulative net income3,814,940 3,798,552 
Cumulative common distributions(4,393,290)(4,281,195)
Cumulative preferred distributions(723,691)(717,700)
Total shareholders’ equity2,823,453 3,048,728 
Noncontrolling interest7,142 6,542 
Total equity$2,830,595 $3,055,270 
Total liabilities and equity$2,968,520 $3,081,383 

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except per share data)


Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Revenues:
Rental revenue$13,869 $13,141 $44,135 $41,424 
Other revenue (1)
1,257 740 3,218 2,183 
Total revenues$15,126 $13,881 $47,353 $43,607 
Expenses:
Operating expenses$6,073 $6,102 $17,198 $19,311 
Depreciation and amortization4,451 4,588 13,176 13,371 
General and administrative7,593 7,572 23,241 30,691 
Total expenses$18,117 $18,262 $53,615 $63,373 
Interest and other income, net15,145 1,599 22,682 5,068 
Gain on sale of properties, net90 — 90 — 
Income (loss) before income taxes12,244 (2,782)16,510 (14,698)
Income tax expense(23)(32)(81)(94)
Net income (loss)$12,221 $(2,814)$16,429 $(14,792)
Net (income) loss attributable to noncontrolling interest(31)6 (41)30 
Net income (loss) attributable to Equity Commonwealth$12,190 $(2,808)$16,388 $(14,762)
Preferred distributions(1,997)(1,997)(5,991)(5,991)
Net income (loss) attributable to Equity Commonwealth common shareholders$10,193 $(4,805)$10,397 $(20,753)
Weighted average common shares outstanding — basic (2)
111,305 122,190 112,341 122,128 
Weighted average common shares outstanding — diluted (2)(3)
112,596 122,190 113,383 122,128 
Earnings per common share attributable to Equity Commonwealth common shareholders:
Basic$0.09 $(0.04)$0.09 $(0.17)
Diluted$0.09 $(0.04)$0.09 $(0.17)
(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, 2022 and 2021 includes 86 and 262 unvested, earned RSUs, respectively. Weighted average common shares outstanding for the nine months ended September 30, 2022 and 2021 includes 111 and 255 unvested, earned RSUs, respectively.
(3)
As of September 30, 2022, we had 4,915 series D preferred shares outstanding. The series D preferred shares were convertible into 3,365 common shares as of September 30, 2022 and 3,237 common shares as of September 30, 2021. The series D preferred shares are anti-dilutive for GAAP EPS for the three and nine months ended September 30, 2022 and 2021.

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CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO
(Unaudited, amounts in thousands, except per share data)

Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Calculation of FFO
Net income (loss)$12,221 $(2,814)$16,429 $(14,792)
Real estate depreciation and amortization4,412 4,546 13,058 13,232 
Gain on sale of properties, net(90)— (90)— 
FFO attributable to Equity Commonwealth16,543 1,732 29,397 (1,560)
Preferred distributions(1,997)(1,997)(5,991)(5,991)
FFO attributable to EQC common shareholders and unitholders$14,546 $(265)$23,406 $(7,551)
Calculation of Normalized FFO
FFO attributable to EQC common shareholders and unitholders$14,546 $(265)$23,406 $(7,551)
Straight-line rent adjustments(61)(409)(151)(1,277)
Executive severance expense— — — 7,107 
Normalized FFO attributable to EQC common shareholders and unitholders
$14,485 $(674)$23,255 $(1,721)
Weighted average common shares and units outstanding — basic (1)
111,585 122,437 112,616 122,373 
Weighted average common shares and units outstanding — diluted (1)
112,876 122,437 113,658 122,373 
FFO attributable to EQC common shareholders and unitholders per share and unit — basic
$0.13 $(0.00)$0.21 $(0.06)
FFO attributable to EQC common shareholders and unitholders per share and unit — diluted
$0.13 $(0.00)$0.21 $(0.06)
Normalized FFO attributable to EQC common shareholders and unitholders per share and unit — basic
$0.13 $(0.01)$0.21 $(0.01)
Normalized FFO attributable to EQC common shareholders and unitholders per share and unit — diluted
$0.13 $(0.01)$0.20 $(0.01)
(1)
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, 2022 and 2021 include 280 and 247 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, 2022 and 2021 include 275 and 245 LTIP/Operating Partnership Units, respectively, that are excluded from the calculation of basic earnings per common share attributable to EQC common shareholders (only).




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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.



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CALCULATION OF SAME PROPERTY NET OPERATING INCOME (NOI) AND SAME PROPERTY CASH BASIS NOI
(Unaudited, amounts in thousands)

For the Three Months Ended
9/30/20226/30/20223/31/202212/31/20219/30/2021
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$13,869 $14,426 $15,840 $13,503 $13,141 
Other revenue (1)
1,257 1,115 846 892 740 
Operating expenses(6,073)(6,592)(4,533)(6,582)(6,102)
NOI$9,053 $8,949 $12,153 $7,813 $7,779 
Straight-line rent adjustments(61)(100)10 (130)(409)
Lease termination fees(259)(177)(325)(209)(7)
Cash Basis NOI$8,733 $8,672 $11,838 $7,474 $7,363 
Cash Basis NOI from non-same properties (2)
48 27 (1,699)(111)12 
Same Property Cash Basis NOI$8,781 $8,699 $10,139 $7,363 $7,375 
Non-cash rental income and lease termination fees from same properties320 277 315 338 416 
Same Property NOI$9,101 $8,976 $10,454 $7,701 $7,791 
Reconciliation of Same Property NOI to GAAP Net Income (Loss):
Same Property NOI$9,101 $8,976 $10,454 $7,701 $7,791 
Non-cash rental income and lease termination fees from same properties(320)(277)(315)(338)(416)
Same Property Cash Basis NOI$8,781 $8,699 $10,139 $7,363 $7,375 
Cash Basis NOI from non-same properties (2)
(48)(27)1,699 111 (12)
Cash Basis NOI$8,733 $8,672 $11,838 $7,474 $7,363 
Straight-line rent adjustments61 100 (10)130 409 
Lease termination fees259 177 325 209 7 
NOI$9,053 $8,949 $12,153 $7,813 $7,779 
Depreciation and amortization(4,451)(4,313)(4,412)(4,403)(4,588)
General and administrative(7,593)(7,646)(8,002)(6,753)(7,572)
Interest and other income, net15,145 5,963 1,574 1,732 1,599 
Gain on sale of properties, net90 — — — — 
Income (loss) before income taxes$12,244 $2,953 $1,313 $(1,611)$(2,782)
Income tax expense(23)(50)(8)(26)(32)
Net income (loss)$12,221 $2,903 $1,305 $(1,637)$(2,814)
(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.


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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,
20222021
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$44,135 $41,424 
Other revenue (1)
3,218 2,183 
Operating expenses(17,198)(19,311)
NOI$30,155 $24,296 
Straight-line rent adjustments(151)(1,277)
Lease termination fees(761)(7)
Cash Basis NOI$29,243 $23,012 
Cash Basis NOI from non-same properties (2)
(1,624)(90)
Same Property Cash Basis NOI$27,619 $22,922 
Non-cash rental income and lease termination fees from same properties912 1,284 
Same Property NOI$28,531 $24,206 
Reconciliation of Same Property NOI to GAAP Net Income (Loss):
Same Property NOI$28,531 $24,206 
Non-cash rental income and lease termination fees from same properties(912)(1,284)
Same Property Cash Basis NOI$27,619 $22,922 
Cash Basis NOI from non-same properties (2)
1,624 90 
Cash Basis NOI$29,243 $23,012 
Straight-line rent adjustments151 1,277 
Lease termination fees761 7 
NOI$30,155 $24,296 
Depreciation and amortization(13,176)(13,371)
General and administrative(23,241)(30,691)
Interest and other income, net22,682 5,068 
Gain on sale of properties, net90 — 
Income (loss) before income taxes$16,510 $(14,698)
Income tax expense(81)(94)
Net income (loss)$16,429 $(14,792)
(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.




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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 October 1, 2021 through September 30, 2022. The year-to-date same property versions of these measures include the results of properties continuously owned from January 1, 2021 through September 30, 2022.Properties classified as held for sale within our condensed consolidated balance sheets are excluded from the same property versions of these measures.
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.

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