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Orion Office Reit Inc
NYSE:ONL

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Orion Office Reit Inc
NYSE:ONL
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Price: 3.38 USD -3.43% Market Closed
Updated: May 8, 2024

Earnings Call Transcript

Earnings Call Transcript
2023-Q4

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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, and you may now begin.

P
Paul Hughes
executive

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 measures. 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.

P
Paul McDowell
executive

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 6 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 creditworthy 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 in the United States government and our 2 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 Sun Belt markets.

On an annualized space 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 4 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 in the lease term will now run until year-end 2034. We also secured a 5-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 6 different properties as well as a lease expansion with an existing tenant covering an additional 11,000 square feet at one other property. Overall, lease terms from this activity averaged 10.6 years.

Shortly after year-end, we entered into 2 long-term lease transactions with the United States government, a 17-year lease renewal for 9,000 square feet at one of our Eagle Pass, Texas properties and a new 15-year lease for 86,000 square feet at 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 landlords build-out of the premises, at which time the Lincoln property will be fully leased to 2 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 4 noncore vacant properties, representing a total of 575,000 square feet for an aggregate sales price of approximately $11.4 million.

For the full year of 2023, we sold 6 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 7 additional properties, representing 694,000 square feet for approximately $46 million and are actively reviewing selling several additional properties. The properties under agreement included the 6 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 noncore assets is critical as controlling carrying cost is necessary to maintain a strong, low leverage balance sheet in the current environment. Making 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 reduced 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 roll 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 time line 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 leased 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 leveraged 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 portfolio's 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 noncore asset disposals remain firmly in place. The lease role we face in 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 nondogmatic in our approach to our business plan. Within 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.

G
Gavin Brandon
executive

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 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 per 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 dispositions in the 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 noncash 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 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 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 joint venture's 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 2 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 have to exercise the extension options or otherwise extend the maturity of these obligations.

At year-end, our net debt to adjusted EBITDA was 4.01x. 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 noncash 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 6.2x to 7.0x. Excluding noncash compensation, we expect G&A will be flat in 2023. We also do not expect G&A to rise significantly in the outer years, including noncash 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 in core FFO on a per share basis as we move through the year.

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

Operator

[Operator Instructions] And our first question is from the line of Mitch Germain with Citizens JMP.

J
Jyoti Yadav
analyst

This is Jyoti on for Mitch. My first question here is, based on the recent leasing trends, what are your thoughts on CapEx? I know you've -- recently has been higher.

P
Paul McDowell
executive

Yes. I mean we have a variety -- our leasing CapEx has varied predramatically. 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.

J
Jyoti Yadav
analyst

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

P
Paul McDowell
executive

No, I think when we get -- the answer is a yes.

J
Jyoti Yadav
analyst

2024, sorry.

P
Paul McDowell
executive

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.

J
Jyoti Yadav
analyst

Yes. 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?

G
Gavin Brandon
executive

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 paydown for the year on that revolver in $59 million. These are the proceeds in the escrow that we were carrying throughout the year.

J
Jyoti Yadav
analyst

Got it. And then last one from me. Walgreens, the timing, I think you mentioned was 4Q or 1Q '25. Is this just a due diligence and the timing is delayed because of that?

P
Paul McDowell
executive

Yes. No, I mean that's a 6 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 [indiscernible] 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 close at the end of this year and if not at the beginning of next.

Operator

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

P
Paul McDowell
executive

Thank you, everyone. We appreciate you taking part on 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.

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