Orion Office REIT Inc. (ONL) Q4 2023 Earnings Call Transcript

Orion Office REIT Inc. (NYSE:ONL) Q4 2023 Earnings Conference Call February 28, 2024 10:00 AM ET

Company Participants

Paul Hughes – General Counsel

Paul McDowell – Chief Executive Officer

Gavin Brandon – Chief Financial Officer

Conference Call Participants

Operator

Greetings. Welcome to Orion Office REIT’s Fourth Quarter 2023 Earnings Call. As a reminder, this conference is being recorded.

I would now like to turn the call over to Paul Hughes, General Counsel for Orion. Thank you. You may now begin.

Paul Hughes

Thank you. Good morning, everyone. Yesterday, Orion released its financial results for the quarter and year-ended December 31, 2023, filed its Form 10-K with the Securities and Exchange Commission and posted its earnings supplement to its website. These documents are available in the Investors section of the company’s website at onlreit.com.

Certain statements made during this call are not strictly historical information and constitute forward-looking statements. These statements, which include the company’s guidance estimates for calendar year 2024 are based on management’s current expectations and are subject to a number of risks that could cause actual results to differ materially from our estimates. The risks are discussed in our earnings release as well as in our Form 10-K and other SEC filings. The company undertakes no duty to update any forward-looking statements made during this call.

Additionally, during the conference call today, we will be discussing certain non-GAAP financial measures, such as funds from operations, or FFO, and core funds from operations or core FFO. The company’s earnings release and supplement include a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measure. Our presentation of this information is not a substitute for the financial information presented in accordance with GAAP.

Hosting the call today are Paul McDowell, the company’s Chief Executive Officer; and Gavin Brandon, the company’s Chief Financial Officer. And joining us for the Q&A session are Gary Landriau, our Chief Investment Officer; and Chris Day, our Chief Operating Officer.

With that, I am now going to turn the call over to Paul McDowell.

Paul McDowell

Good morning, everyone, and thank you for joining us on Orion Office REIT’s fourth quarter 2023 earnings call. Today, I will discuss our portfolio, performance, and operations for the fourth quarter and full year 2023, as well as our progress on executing our business strategy and our general forward outlook. Following my remarks, Gavin will review our financial results and provide our 2024 outlook.

At year-end, we owned 75 properties and six unconsolidated joint venture properties comprising 8.9 million rentable square feet that were 80.4% occupied. Adjusted for properties that are currently under agreement to be sold, our occupancy rate was 87.2%. As of December 31, 2023, the properties in the portfolio are predominantly either triple or double net leased to credit worthy tenants. As a percentage of annualized base rent as of December 31, 2023, 70.6% of our tenants were investment grade.

The company’s strong portfolio of assets is well diversified by tenant, tenant industry and geography. Our largest tenant by annualized base rent remains the United States Government, and our two largest tenant industries are healthcare and government, representing 15.3% and 13.9% of annualized base rent, respectively. Over 35% of our annualized base rent is derived from Sunbelt markets.

On an annualized base rent basis, our largest markets by state are Texas at 17.2% and New Jersey and New York at 10.2% each. Our portfolio’s weighted average lease term stayed steady at four years at year-end. During the fourth quarter, we gained some traction on renewals and new leases. We entered into a 10-year early lease renewal for 90,000 square feet in Memphis, Tennessee, where the investment grade tenants lease term will now run until year-end 2034.

We also secured a five-year early lease renewal at a 39,000 square foot property leased to the United States Postal Service in Minneapolis, Minnesota, where the post office’s lease term will now run until April 30, 2030. We also signed a new 10-year lease for 3,000 square feet of retail space at our Covington, Kentucky property leased primarily to the United States Government.

Including these leases, during the full year 2023, we entered into new leases and lease renewals for 250,000 square feet across six different properties, as well as a lease expansion with an existing tenant covering an additional 11,000 square feet and one other property. Overall, lease terms for this activity averaged 10.6 years.

Shortly after year-end, we entered into two long-term lease transactions with the United States Government, a 17-year lease renewal for 9,000 square feet have one of our Eagle Pass, Texas properties and a new 15-year lease for 86,000 had a Lincoln, Nebraska property. The United States Government will be backfilling space that is currently vacant at the Lincoln property and is expected to take occupancy in the third quarter of 2025 following landlord’s build out of the premises, at which time the Lincoln property will be fully leased to two tenants.

All told, since the start of the fourth quarter of 2023 through yesterday, we have executed 227,000 square feet of new and renewal leases. Further, we continue to have accelerating activity on our forward leasing pipeline with more than 1 million square feet in various stages of documentation and discussion.

Turning to dispositions, we remain aggressive in rightsizing our portfolio and we have made a lot of progress here. Since the spin, we have sold 17 properties, or more than 15% of the initial portfolio for a total of 1.8 million square feet with total gross proceeds of $59 million, much of which has gone to pay down debt and to repurchase shares of our common stock.

Importantly, since the spin, we have reduced debt by more than $145 million. As we have progressed over the past year, we found it increasingly challenging to get sales accomplished, which can be seen to some degree in the declining price per square foot. Even so, in the fourth quarter, we successfully closed the sale of four non-core vacant properties representing a total of 575,000 square feet for an aggregate sales price of approximately $11.4 million.

For the full year 2023, we sold six vacant properties representing a total of 849,000 square feet for an aggregate sales price of approximately $25.4 million. We also have agreements to sell seven additional properties representing 694,000 square feet for approximately $46 million and are actively reviewing selling several additional properties.

The properties under agreement include the six property former Walgreens campus in Deerfield, Illinois, that is expected to be redeveloped and we have had under contract to sell for the past year. While the project has experienced some delays, the buyer continues to make progress with its redevelopment plans and we now expect this sale to close in the fourth quarter of 2024 or the first quarter of 2025.

We also have a vacant property in Denver, Colorado, which we put under contract to sell during the fourth quarter to a buyer who intends to redevelop the property over the next several years. This sale is scheduled to close in the first half of 2025 and is subject to the buyer’s satisfactory completion of its due diligence and governmental approval process.

While the closing of these sales is not immediate, by working with the buyers who wish to redevelop them, we expect to provide the best economic outcome for our shareholders. Executing on the sales of vacant and non-core assets is critical as controlling carrying costs is necessary to maintain a strong low leverage balance sheet in the current environment.

Vacant property operating expenses for the year-ended December 31, 2023 were $11.5 million. As further detailed on Page 18 of the supplemental, as we have said before, while asset sales reduce operating expense drag in the short-term, it will pressure our ability to grow earnings in the future as we become smaller with fewer buildings to lease.

That said, we continue to believe our aggressive sale of vacant properties is the best approach under current market conditions to maximize the long-term value of the overall remaining portfolio and position the company to grow profitably in the future.

As a reminder, our portfolio comprises primarily single tenant leases and tenant retention remains a significant challenge as we have faced and will continue to face significant lease role in the next few years, including approximately 1.9 million square feet in 2024 alone, as disclosed in our supplemental.

Highlighting these challenges are we expect that several of our largest tenants with leases rolling in 2024 will not renew, causing revenues and earnings to decline materially and carrying costs to rise until we can get these properties released. While we are extremely proactive in our efforts to retain tenants, when they leave, it takes longer to release a full building vacancy and this timeline is further pushed out by market conditions.

Therefore, expiring leases and the associated declines in revenues over the past couple of years have had an outsized material effect on our results, and that impact will accelerate in 2024. However, beginning in 2025, the impact on results will begin to moderate as we will have less than half the lease roll we have this year, and then earnings should begin to grow in the out years as expirations improve, we fill vacancy, market demand improves and financing costs fall.

This is not just an Orion issue. The hybrid workplace model has become the mainstay and office tenants continue to need less square footage, creating leasing activity for the industry that has not returned to pre-pandemic levels. Despite these significant secular pressures, it is important to remember that we do have a good portfolio of stable assets supported by a low leverage balance sheet that provides a solid foundation for future growth.

We continue to prioritize current and expected future capital spend for building improvement allowances and lease incentives to retain existing tenants and attract new ones, in order to extend our existing portfolios weighted average lease term and drive sustained cash flows. Given persisting economic conditions, especially in the commercial office real estate sector, maintaining a strong capital structure that can support the necessary investments in our core portfolio is a critical part of our business plan.

While market challenges persist, our strategic pillars, retaining existing tenants, filling empty spaces and strategically streamlining through non-core asset disposals remain firmly in place. The lease role we face the next few years will create ongoing pressure on per share results, which we may seek to partially offset through targeted capital recycling efforts. While we remain confident in our plan and committed to its execution, we expect that it will take a few more years to fully reposition our portfolio at a smaller base than when we spun.

Finally, I also want to stress that we remain flexible and non-dogmatic in our approach to our business plan. With our board, we are constantly assessing our options and strategies given the market realities and are open to making changes to our plans if we believe doing so will generate the best outcome for shareholders.

With that, I will now turn the call over to Gavin.

Gavin Brandon

Thanks, Paul. I will start by discussing Orion’s results for the fourth quarter and full year and then provide our 2024 financial outlook. Orion generated total revenues of $43.8 million in the fourth quarter as compared to $50.3 million in the same quarter of the prior year. We’ve reported a net loss attributable to common stockholders of $16.2 million or $0.29 per share, as compared to a net loss of $19 million or $0.33 per share reported in the fourth quarter of 2022.

Core funds from operations for the quarter was $18.5 million or $0.33 per share as compared to $24.9 million or $0.44 share in the same quarter of 2022. Adjusted EBITDA was $24.6 million versus $30.7 million in the same quarter of 2022. The changes year-over-year are primarily related to vacancies and the disposition of properties.

For the full year, Orion’s total revenues were $195 million and net loss attributable to common stockholders was $57.3 million or a loss of $1.02 per share. Core funds from operations was $94.8 million or $1.68 per share. Adjusted EBITDA for the full year was $118.5 million.

G&A in the fourth quarter was $5.5 million, compared to $4.4 million in the same quarter of 2022 due to higher compensation expenses as a result of annual merit increases and hiring additional headcount during the year and an additional year of non-cash stock-based compensation expense. CapEx in the fourth quarter was $7.4 million, compared to $6.1 million in the same quarter of 2022.

As we had previously discussed, CapEx timing is dependent on when leases are signed and work is completed on properties. CapEx will likely increase over time as leases roll and new and existing tenants draw on tenant improvement allowances. G&A for the full year was $18.7 million and CapEx tenant improvements and leasing costs were $21.3 million.

Turning to the balance sheet. We ended the year with strong total liquidity of $332.1 million, comprised of $23.1 million of cash and cash equivalents, including the company’s pro rata share of Arch Street’s joint ventures cash and $309 million of available capacity on the company’s $425 million credit facility revolver.

As Paul discussed, we intend to maintain significant liquidity on the balance sheet for the foreseeable future to fund expected capital commitments in our future leasing efforts and provide the financial flexibility needed to execute on our business plan over the next several years. We ended the year with $498.3 million of outstanding debt, including $116 million of floating rate debt on a credit facility revolver and $27.3 million representing our share of the Arch Street joint venture mortgage debt, which has swapped the fixed rate until May 27, 2024.

We have two debt maturities in late 2024. Our credit facility revolver and the Arch Street joint venture mortgage debt are both scheduled to mature in November 2024. These debt obligations also include extension options, which may be exercised if applicable conditions are met. We expect to exercise the extension options or otherwise extend the maturity of these obligations.

At year end, our net debt to adjusted EBITDA was 4.01 times and since the spin, as Paul mentioned, we have repaid $145 million in debt, including $59 million in 2023. On February 27, 2024, Orion’s board of directors declared a quarterly cash dividend of $0.10 per share for the first quarter of 2024, payable on April 15, 2024 to stockholders of record as of March 29, 2024.

Turning to the 2024 outlook. As we have previously stated, the company benefited in 2023 from a number of items that will not carry forward. In the next few years, our financial results will be significantly impacted by a large number of lease expirations. This will result in a reduction in revenue quarter-to-quarter due to the smaller portfolio size and be further impacted by the vacancy carry costs and extended release time as well as the required investment to secure longer term leases.

G&A will rise in 2024 as compared to 2023, primarily due to the amortization of an additional year of non-cash compensation. Given those assumptions, our core FFO for 2024 is expected to range from $0.93 to $1.01 per diluted share. Additionally, our G&A for 2024 is anticipated to range from $19.5 million to $20.5 million, and net debt to adjusted EBITDA is expected to range from 6.2 times to 7.0 times.

Excluding non-cash compensation, we expect G&A will be flat 2023. We also do not expect G&A to rise significantly in the outer years, including non-cash compensation. As a percentage of revenue and total assets, our G&A remains in line with other similarly sized public REITs.

While we do not provide quarterly guidance given the cadence of scheduled lease vacancies this year, we expect the first quarter to be relatively in line with the fourth quarter and beginning in the second quarter to have sequential reductions in quarterly amount of earnings and core FFO on a per share basis as we move through the year.

With that, we’ll open the line for questions. Operator?

Question-and-Answer Session

Operator

Thank you. At this time, we’ll be conducting a question-and-answer session. [Operator Instructions] Thank you. And our first question is from the line of Mitch Germain with Citizens JMP. Please proceed with your questions.

Unidentified Analyst

Good morning. This is Judy on for Mitch. My first question here is, based on the recent leasing trends, what are your thoughts on CapEx, and are you recently rising higher?

Paul McDowell

Good morning. Yes, I mean, we have a variety – our leasing CapEx has varied pretty dramatically with respect to renewals, we’ve generally been able to maintain relatively smaller CapEx and lease concessions than we have on new leases. So I would say that with respect to new leases, concessions are significantly higher than they may have been traditionally. But on new leases, we’ve been pretty good at maintaining a pretty low level of concessions.

Unidentified Analyst

Right. And we should expect that to trend quite high for the 2023 expirations that you address as well, right?

Paul McDowell

I think when we get – the answer to that is yes.

Unidentified Analyst

The 2024, sorry.

Paul McDowell

Yes. The answer to that is yes. When we get back vacancy, our expectation is that we will be required to attract new tenants. We will be required to spend significant amounts of tenant improvement allowance to attract those tenants, as well as to add some additional landlord work to the buildings to improve amenities and things like that. All that being said, once you’ve been able to do that, we do believe that we can attract good quality tenants on a long duration lease where the return on our investment is significantly better than it would be on investing in new properties.

Unidentified Analyst

Yes. Thank you. And second question here. So last quarter, I think you had guided to paying $33 million in debt, but 4Q, there was a $59 million reduction. So what was the reason for the change there?

Gavin Brandon

Yes. This is Gavin. The term loan we took out last quarter with $175 million. We had $59 million in escrow. I’m sorry, $49 million in escrow. Then we paid an additional $10 million at the year-end. So total pay down for the year on that revolver is $59 million.

Unidentified Analyst

Okay. Good.

Gavin Brandon

This is the proceeds from escrow that we were carrying throughout the year.

Unidentified Analyst

Got it. And the last one from me, Walgreens, the timing, I think you mentioned was 4Q or 1Q 2025. It’s just a due diligence and the timing is delayed because of that.

Paul McDowell

Yes. I mean, that’s a six campus property in Deerfield, Illinois, as you know. And the redevelopment plan there is very large. So as a result, that redevelopment plan is taking time to develop. The developer who is doing that is working diligently to do that. There are a variety of moving pieces, including getting TIF financing, including getting approval from the local municipality, public comment periods and so on and so forth.

And that’s all ongoing. It’s just taking a bit longer than we had initially expected. But we do expect the transaction will reach the goal line, and we hope to have it closed at the end of this year, and if not at the beginning of next.

Unidentified Analyst

Okay. Got it. Thank you for taking my questions. That’s all.

Paul McDowell

Thank you.

Operator

Thank you. At this time, I will now turn the call back to Mr. McDowell for any closing remarks.

Paul McDowell

Thank you, everyone. We appreciate you taking part in the call, and we look forward to updating you at the end of the first quarter.

Operator

This will conclude today’s conference. You may disconnect your lines at this time. Thank you for your participation and have a wonderful day.