Orion Properties - Q2 2024

Transcript

Operator (participant)

Greetings. Welcome to Orion Office REIT's second quarter 2024 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 begin.

Paul Hughes (General Counsel)

Thank you, and good morning, everyone. Yesterday, Orion released its financial results for the quarter ended June 30th, 2024, filed its Form 10-Q 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 onreit.com. Certain statements made during the call today are not strictly historical information and constitute forward-looking statements. These statements include the company's guidance estimates for calendar year 2024, that are based on management's current expectations and are subject to certain 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-Q and other SEC filings. Orion undertakes no duty to update any forward-looking statements made during this call.

Today, on the call, we will be discussing certain non-GAAP financial measures, such as funds from operations or FFO, and core funds from operations or core FFO. Orion'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 Orion's Chief Executive Officer, Paul McDowell, and Chief Operating Officer, Chris Day. And joining us for the Q&A session are Gary Landriau, our Chief Investment Officer, and Gavin Brandon, our Chief Financial Officer. With that, I am now going to turn the call over to Paul McDowell.

Paul McDowell (CEO)

Good morning, everyone, and thank you for joining us on Orion Office REIT's second quarter 2024 earnings call. Today, I will provide an update on our business and discuss our second quarter performance and operations. Following my remarks, Chris Day will review our financial results and provide our outlook for the rest of the year. Chris is standing in for Gavin, who has temporarily lost his voice. At the end of the second quarter, we owned 69 operating properties and 6 unconsolidated joint venture properties, comprising 8.2 million rentable sq ft that were 79.7% occupied. The lower property count, as compared to last quarter, reflects the classification of 6 properties that made up the former Walgreens campus as non-operating properties, because the buildings are to be demolished in connection with the redevelopment of the property.

Adjusted for 1 operating property that is currently under agreement to be sold, our occupancy rate was 80.9% at quarter end. The properties in our portfolio are predominantly either triple or double net leased to creditworthy tenants. As a percentage of annualized base rent as of June 30, 72.3% of our tenants were investment-grade. Our portfolio of assets remains well-diversified by tenant, tenant industry, and geography. The United States Government is our largest tenant by annualized base rent, and our 2 largest tenant industries are government and healthcare. Over 35% of our annualized base rent is derived from Sun Belt markets. Our portfolio's weighted average lease term is 4.2 years. In the second quarter, we continued our leasing progress from the start of the year.

To date, in 2024, we've completed 633,000 sq ft of lease transactions, a more than twofold increase over all of 2023. During the quarter, we signed two large leases, a four-year renewal, which we discussed on our last call, for 413,000 sq ft at our Covington, Kentucky, property, and importantly, a new 15.4-year lease for 56,000 sq ft with a law firm tenant at our Parsippany, New Jersey, property that represents over a third of the leasable square feet at that property. As part of that lease-up effort, we intend to invest approximately $3 million in improvements, including to adapt the property to multi-tenant usage and upgraded amenities such as a fitness center, conference center, and cafeteria.

While undeniably expensive, these building upgrades will materially improve the long-term competitiveness of this Class A asset in a strong real estate location and are the reason we have kept leverage low, so we can fund exactly these type of expenditures at the right time. Our commitment to make these upgrades has already resulted in increased interest, and we are in active discussions with additional potential tenants for the remaining vacant space. Subsequent to quarter end, our large health insurance company tenant at the company's 55,000 sq ft property in Nashville, Tennessee, exercised a 5-year renewal option, extending their lease expiration until September 2030. Although we anticipate that leasing will remain choppy. We are pleased that our forward leasing pipeline continues to show strength, with more than 1 million sq ft in various stages of discussion, negotiation, and documentation.

These signs of increased interest and traffic are positive, including seeing more interest in our vacant properties from new potential tenants. However, the leasing environment remains very difficult. As we've discussed previously, it remains our expectation that we will continue to carry substantial vacancy for the foreseeable future as the overall office market slowly recovers. We have made strong headway on our ongoing efforts to reposition our portfolio, and we remain focused on dispositions of vacant and soon-to-be vacant assets that we deem highly uncertain and/or expensive to re-lease. Since the spin, we have sold 18 properties totaling 1.9 million sq ft, comprising more than 15% of the portfolio. 15 of these properties were vacant at the time of sale, and the remainder had very short remaining leases.

Much of the $60.6 million in gross proceeds from these sales was utilized to pay down debt, which has been reduced by $158 million over the same time period. These dispositions have resulted in material reduction of carry costs and forward expected CapEx, and enabled our team to focus on the properties in the portfolio where we believe we have strong long-term re-leasing prospects. During the quarter, we closed the sale of a 96,000 sq ft vacant property in St. Charles, Missouri, for $2.1 million. As of today, we have definitive agreements to sell one operating property and six non-operating properties for $39 million.

This pipeline is comprised of a vacant property in Denver, Colorado, that the buyer intends to redevelop into residential, and the former Walgreens campus in Deerfield, Illinois, that the buyer intends to redevelop into experiential retail. The sale of the Denver, Colorado, property is expected to close in the first half of 2025, though closing remains subject to the buyer's completion of due diligence and other conditions outside Orion's control. In addition, we have a 69,000 sq ft property under letter of intent for sale. We expect to continue to identify additional properties to market as we move ahead.

During the quarter, we agreed to an amendment with the buyer of the Walgreens campus, including a revised purchase price of $27 million, reflecting the adverse impact of market and financing conditions since we entered into the purchase and sale agreement with them in January 2023. The buyer continues to make significant progress with its redevelopment plans, including signing a letter of intent with a key tenant, and has recently increased its at-risk deposit. However, there remains significant uncertainty as to whether and when the sale will close. As I mentioned earlier, given the delays and uncertainty, and consistent with the highest and best use of this 37.4-acre campus as a redevelopment play and our desire to reduce carrying costs, we intend to commence demolition of the six buildings later this year.

As part of the recent amendment, the buyer has agreed to reimburse us for the demolition costs if the sale closes. It continues to be worth noting that although asset sales reduce capital expenditure requirements and operating expense drag in the short term, our smaller asset base will reduce our ability to generate earnings in the future until we can find a path to growth or other strategic alternatives. We remain confident that in the current environment, this is the right approach to maximize the long-term value of Orion as we continue working to build a core portfolio of well-leased properties in attractive long-term markets with stable cash flows. Maintaining a strong capital structure remains essential to support the necessary investments in our buildings. Therefore, we continue to prioritize a low leverage balance sheet to retain the financial flexibility needed to invest, to invest in the remaining portfolio.

It will require significant ongoing efforts to execute our repositioning plan, and leverage will inevitably rise as we reinvest in our assets. In light of our ongoing efforts, we will continue to evaluate our opportunities and all sources of capital. We are proud of the substantial progress made to date in a difficult operating environment and our ability to accomplish this while maintaining FFO and core FFO profitability. As we continue to execute, we remain open and flexible in our approach, including continuing to evaluate strategic opportunities in pursuit of the best outcome for shareholders. With that, I will now turn the call over to Chris. Chris?

Chris Day (COO)

Thanks, Paul. I want to start off by highlighting some additional transparency we are providing in our financial disclosures this quarter. First, we have added a variety of property-level detail to our supplemental, including occupancy rate, lease rate, weighted average lease term, and annualized base rent. We also commenced classifying certain of our properties that are being repositioned, redeveloped, developed, or held for sale as non-operating properties rather than operating properties. Our non-operating properties are initially comprised of the six-property former Walgreens campus in Deerfield, Illinois. We believe that separately classifying non-operating properties from operating properties provides better transparency into our portfolio. Moving now to our financial results. Orion generated total revenues of $40.1 million in the second quarter, as compared to $52 million in the same quarter of the prior year.

We reported a net loss attributable to common stockholders of $33.8 million, or $0.60 per share, as compared to a net loss of $15.7 million, or $0.28 per share, reported in the second quarter of 2023. Core Funds From Operations for the quarter was $14.2 million, or $0.25 per share, as compared to $26.9 million, or $0.48 per share, in the same quarter of 2023. Adjusted EBITDA was $20.5 million versus $32.7 million in the second quarter of 2023. Our lower results year-over-year, while expected, reflect lease expirations, the right sizing of portfolio, and associated declining property count. G&A in the second quarter was roughly flat at $4.5 million, compared to $4.6 million in the same quarter of 2023.

CapEx in the second quarter was $6.3 million, compared to $2.2 million in the same quarter of 2023. As we have 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 tenants draw upon tenant improvement allowances, and we upgrade our buildings. We ended the second quarter with $489.3 million of outstanding debt, including $355 million under the fixed rate non-recourse CMBS loan due in February 2027, $107 million of floating rate debt on the revolving credit facility, and $27.3 million, representing our share of the Arch Street Joint Venture debt, which is scheduled to mature on November 27th, 2024.

At quarter end, our net debt to annualized year-to-date Adjusted EBITDA was 4.92x. We recently paid down our revolver by another $9 million, bringing the total since the spend to $158 million. During the quarter, we exercised our option on our revolving credit facility to extend the maturity 18 months to May 2026. As of the end of the quarter, we had strong total liquidity of $267.9 million, comprised of $24.9 million of cash and cash equivalents, including the company's pro rata share of cash from the Arch Street Joint Venture, and $243 million of available capacity on the company's $350 million revolving credit facility.

We intend to maintain significant liquidity on the balance sheet for the foreseeable future, to provide the financial flexibility required to execute on our business plan over the next several years, including the funding of expected capital commitments to support our future leasing efforts. As it relates to the Arch Street Joint Venture debt, the joint venture has two successive one-year options to extend the non-recourse loan maturity date until November 27th, 2026, subject to satisfaction of certain financial and operating covenants and other conditions. There remains some uncertainty as to whether the joint venture can satisfy the extension conditions, but it has reached a tentative agreement with the existing lenders to extend the loan for one year on mutually acceptable terms. We expect to complete the first one-year extension in the third quarter, although closing is subject to agreement with the lenders on definitive documentation and other contingencies.

Turning to our dividend, Orion's board of directors declared a quarterly cash dividend of $0.10 per share for the third quarter of 2024, payable on October 15th, 2024, to stockholders of record as of September 30, 2024. As it relates to our outlook for 2024, we are narrowing the range of our 2024 guidance expectations for Core FFO and net debt to Adjusted EBITDA and reaffirming our expectations for G&A. Core FFO is now anticipated to range from $0.97-$1.01 per diluted share, up from $0.93-$1.01 per diluted share. Our net debt to Adjusted EBITDA is now anticipated to range from 6.2x-6.6x, down from 6.2x-7.0x. Our G&A range of $19.5 million-$20.5 million is unchanged. With that, we will open up the line for questions. Operator?

Operator (participant)

Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please, while we poll for your questions. Our first question has come from the line of Mitch Germain with Citizens JMP. Please proceed with your questions.

Mitch Germain (Managing Director)

Good morning. Thank you. A lot to digest there with Walgreens campus. And I'm curious, what drove you to the decision to accelerate some of the work rather than delay?

Paul McDowell (CEO)

Good morning, Mitch. There are a few things. One is, the project has taken longer than we initially expected. The developer has got some good momentum, has now signed an LOI with a key tenant. But one of the key things that was driving the desire to demolish the building was to reduce our carry costs and to eventually reduce taxes and so on and so forth at the property. We didn't demolish them before because the developer was getting a TIF in place with the town.

That TIF was put in place earlier in the spring, and that required the buildings to still be standing. Now, the TIF is in place, we are free to demolish the buildings. So we intend to do that this fall. And then obviously, if the developer closes, we expect they will, they'll reimburse us for that demolition cost. And if for some reason the developer doesn't close, well, we will have taken down buildings that don't really have any functional use at the moment, and we'll now just own raw land.

Mitch Germain (Managing Director)

Okay. Thank you for that. You've been able to skirt some significant investment into your properties in after signing leases. In this case, though, you highlighted a pretty significant capital project you're undertaking. Do you anticipate going forward that these capital projects will be more aligned with some of your leasing efforts now that you're selling some of the buildings that you consider to be non-core, and these buildings that you're leasing are now going to be, you know, kind of more core toward the portfolio on a forward basis?

Paul McDowell (CEO)

Yes, I think that's exactly right, Mitch. You know, the property in Parsippany, New Jersey, you know, we've had some good tenant interest in there, but what we found, as is, as many other office companies have found, is that tenants are obviously attracted to amenities and having those amenities in place before they sign the lease. So, you know, we are upgrading some of our buildings.

The building in Parsippany is one. We're looking at upgrading a few others with, you know, relatively modest upgrades that we think will have very significant impacts on demand. Doing it in Parsippany helped us get the lease signed with the law firm there for 56,000 sq ft, and we also have two or three other additional tenants that are now very interested in leasing the remaining square footage in that building, driven, we think, in large part by the investment we're making in the asset.

Mitch Germain (Managing Director)

Got you. Last one for me. You know, as these vacancies are absorbed, you know, you have kind of built into your guidance an increase in net debt to EBITDA. You know, kind of what's the outlook there? I mean, it seems like, you know, as your operating income continues to dwindle, we could see that metric move into the 7x area. Is that, you know, maybe toward the end part of what next year? Is that aligned with your assumptions, or am I being a little too aggressive?

Paul McDowell (CEO)

No, I mean, I think that's probably, probably right. We haven't forecasted that far ahead yet, Mitch, but, you know, I think you correctly identified the two components of it. One is we do have, you know, some declining revenues as we've had tenants leave our buildings and, you know, we've absorbed some vacancy and had increased expenses. So obviously, that just by itself pushes debt to EBITDA, even though the debt itself isn't particularly rising.

Also, there will be some pressure as we invest in new in, in our properties, you know, so we start putting in tenant improvement allowances, which will eventually generate revenue, or we put in upgrades to the building, which we believe will also generate revenue, but that will temporarily increase debt.That could be offset to some degree by additional sales of properties, which we can utilize, obviously, that capital to pay down debt. So, you know, we'll see how we go over the next year, but I think it's fair to say, and we did say in our prepared remarks, that we expect our debt-to-EBITDA ratio to rise in the coming periods.

Mitch Germain (Managing Director)

Great. That's super helpful. That's it for me. Thank you so much.

Paul McDowell (CEO)

Thank you, Mitch.

Operator (participant)

Thank you. Our final questions will come from the line of Jyoti Yadav with Citizens JMP. Please proceed with your questions.

Jyoti Yadav (Equity Research Associate of Real Estate)

Hi, thank you for taking my question. I just wanted to ask, what are the sensitivities to the top and the bottom end of your guidance here, the range one?

Paul McDowell (CEO)

Yeah, I mean, the sensitivities from the top and the bottom of the guidance, really, to be honest with you, are not that much. You know, we're at that stage in the year where we sort of know where we think we're gonna come out. You know, if we get some tenant reimbursements that we don't expect, sort of more one-time items, that will push us more towards the top of our guidance.

And if we have somewhat more in the way of expenditures, then we expect that will push us towards the low end of the guidance. That, of course. This, of course, all assumes no events that we don't expect, you know, some credit event we don't expect or some external event we don't expect. You know, as far as our guidance is concerned right now, you know, we think we're in a relatively tight range of where we expect to come out.

Jyoti Yadav (Equity Research Associate of Real Estate)

Got it. That's all from me. Thank you.

Paul McDowell (CEO)

Okay, thank you.

Operator (participant)

Thank you. There are no further questions at this time. I'd like to turn the call back over to management for closing remarks.

Paul McDowell (CEO)

Thank you all for joining us today.