Office Properties Income Trust

Good morning and welcome to the Office Properties Income Trust first quarter 2023 earnings conference call. All participants are in a listen-only mode. Should you need assistance today, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your touch-tone phone. If you're using a speaker phone, we ask that you please pick up your handset before pressing the keys. To answer your question, please press star then two. I would now like to turn the call over to Kevin Berry, Director of Investor Relations. Please go ahead.

Kevin Berry Thank you. And good morning, everyone. Thanks for joining us today. With me on the call are OPI's President and Chief Operating Officer Chris Bellotto and Chief Financial Officer and Treasurer Matt Brown. In just a moment, they will provide details about our business and our performance for the first quarter of 2023. followed by a question and answer session with sell-side analysts. First, I would like to note that the recording and retransmission of today's conference call is prohibited without the prior written consent of the company. Also note that today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other security laws. These forward-looking statements are based on OPI's beliefs and expectations as of today, Thursday, April 27, 2023, and actual results may differ materially from those that we project. The company undertakes no obligation to revise or publicly release the results. of any revision to the forward-looking statements made in today's conference call. Additional information concerning factors that could cause those differences is contained in our filings with the Securities and Exchange Commission, or SEC, which can be accessed from our website, OPIREAP.com, or the SEC's website. Investors are cautioned not to place undue reliance upon any forward-looking statements. On today's conference call, we will be discussing the planned merger with Diversified Healthcare Trust in our prepared remarks. We have not yet filed a preliminary joint proxy and registration statement with the SEC, and therefore will not be taking questions about the merger. In addition, we will be discussing non-GAAP numbers during this call, including normalized funds from operations, or normalized FFO, cash available for distribution, or CAD, and cash basis net operating income, or cash basis NOI. A reconciliation of these non-GAAP figures to net income are available in our enhanced earnings relief presentation that we issued last night, which can be found on our website. We believe this combined presentation of information will be helpful for analysts and investors to efficiently digest information about our company and our results. And finally, we will be providing guidance on this call, including normalized FFO and cash basis NOI. We are not providing reconciliation of these non-GAAP measures as part of our guidance, because certain information required for such reconciliation is not available without unreasonable efforts or at all, such as gains and losses or impairment charges related to the disposition of real estate. I will now turn the call over to Chris.

Thank you, Kevin. Good morning, everyone, and thank you for joining the call today. Before I review OPI's performance for the first quarter of 2023, I want to start by briefly discussing current office fundamentals, our decision to reduce our quarterly dividend, and our recently announced merger with Diversified Healthcare Trust. OPI has demonstrated solid operating performance over the past few years while navigating through a global pandemic and amid an uncertain and evolving office environment. Our favorable performance results through 2022 are attributed to several factors, including our diversified real estate holdings, our geographical footprint with properties in many premier growing markets and reflective of our leasing performance, our strong tenant roster with investment-grade tenants representing 63% of our portfolio, continuation of our capital recycling initiatives, and our strong balance sheet. As we stand here today, we are looking at post-pandemic return to office trends, which continue at a gradual pace across major U.S. markets, providing a bright spot for improving office fundamentals. However, headwinds in the office sector remain with added pressure as a result of corporate cost-cutting, elevated sublease space, a challenging financing environment, and continued macroeconomic uncertainty. National office leasing volume declined for the third consecutive quarter through Q1, and much of the sector's occupancy gains achieved over the past several years has been given back through negative absorption. Financing continues to be an obstacle for the investment sales market, and widening credit spreads are putting additional pressure on office valuations. These challenges will likely lead to declining cash flows and asset values. which may take years to stabilize. Recognizing these challenges, earlier this month we announced a reduction in OPI's quarterly dividend. We recognized the value of the dividend to our investors and the decision was not made lightly. It was the result of careful consideration on the part of the company and its board of trustees based on several factors, including the challenging outlook confronting the office sector, tenant retention risk, a rising CAD payout ratio approaching 100% and in excess of our target coverage ratio, and our focus on capital preservation to support leasing activity and complete our two redevelopment projects. With these factors in mind, we made the decision to lower the dividend to a sustainable level of $1 per share annually. While this decision was communicated at the same time as the merger announcement, it was independent of our merger plans and reflective of our outlook for OPI on a standalone basis. It provides increased liquidity to navigate office headwinds and to fuel capital projects that we expect will improve OPI's competitive positioning as a path to increased returns in the future. Earlier this month, we also announced plans to merge with Diversified Healthcare Trust, providing us with a tremendous opportunity to create a larger, scalable, and more diversified REIT. This transaction combines two institutional quality portfolios and better positions us to navigate office sector headwinds while providing embedded near and long-term growth and value creation. Immediate benefits to OPI include increased scale and diversity and cash flow stability with the addition of attractive MOB and life science properties as a complement to our established office portfolio. Access to additional capital sources with a more favorable interest rate outlook, including low-cost GSE and agency debt, and access to an institutional quality portfolio of senior living communities benefiting from growth through favorable healthcare sector tailwinds and a turnaround strategy currently underway. As a result of this combination, we expect the transaction to be accretive to OPI's normalized FFO, CAD, and leverage during the second half of 2024, and ultimately maximizing long-term value for our shareholders. Turning now to our first quarter leasing results. We began the year with uneven operating fundamentals and a deceleration in leasing volume, consistent with broad market trends and in line with our expectations that new leasing activity will increase over the next several quarters as tenants reengage on their office plan needs, along with increased renewal activity given our expirations mostly occur during the back half of the year. This is reflected in our leasing pipeline, where we have close to 725,000 square feet of activity in advanced stages of negotiation. Portfolio occupancy increased 170 basis points year-over-year to 90.5%, and we completed 203,000 square feet of leasing with a balanced mix of new and renewal leasing. This activity resulted in a weighted average lease term of 6.8 years and leasing concessions and capital commitments of $6.37 per square foot per lease year. Weighted average rent spreads for the quarter declined 18.5%, which was influenced by elevated concessions associated with several leases at a property in greater Washington, D.C., where we signed two strategic leases totaling 128,000 square feet one with its key tenant downsizing and another to backfill the available space. We expect our leasing spreads will normalize as activity progresses throughout the year. Looking ahead to OPI's upcoming lease expirations, we continue to actively manage through proactive releasing efforts to address elevated lease expirations during the second half of 2023 and into 2024. In 2023, lease expirations represent approximately 10% of our annualized rental income, a decrease of 90 basis points compared to the end of 2022. Annualized revenue for 2023 expirations is comprised of the following. Net known vacates for the balance of the year are trending close to 6% of annualized rental income, approximately 80 basis points represents planned dispositions, and the balance of 3.5% is expected to renew. Our leasing pipeline includes approximately 2.7 million square feet of potential leasing activity, with more than 1.1 million square feet attributable to new leasing and 782,000 square feet of potential absorption. The outlook for our projected activity includes a rent roll-up of 68% and an average lease term of 8 to 10 years. Turning to our developments. Our mixed-use redevelopment in 20 Mass Ave. in Washington, D.C. is scheduled to deliver in the coming months. With the project near completion, we are encouraged by growing interest in tour activity and the proposals we are discussing with multiple prospective tenants. The property is 54% pre-leased to an anchor tenant, the Royal Sonesta Hotel, which intends to begin welcoming guests to this flagship location this summer. Additionally, our Lifesign 3 development in Seattle remains on track to deliver later this year. In addition to the 84,000 square feet signed at this property late last year, we will deliver one full lab building with move-in ready spec suites, providing a needed outlet for small to medium companies with near-term space needs, and therefore reducing the timeline for lease-up and acceleration of NOI performance. Across both projects, our development leasing pipeline includes more than 170,000 square feet of active proposals. Beginning as early as June 2023, We will see gradual NOI improvement related to both projects as tenants begin to reimburse operating and tax expenses during their free rent periods. Before I turn the call over to Matt, I want to acknowledge the recent publication of the RMR Group's Annual Sustainability Report, which provides a comprehensive overview of our managers' commitment to long-term ESG goals. We are deeply committed to enhancing OPI's corporate sustainability practices and continue to advance initiatives that will position the company to thrive over the long term. For example, we recently garnered recognition as an Energy Start Partner of the Year for the sixth consecutive year and a Sustained Excellence Honoree for the fourth year in a row. This recognition underscores our dedication to operating properties that benefit our tenants and communities. You can find links to the report and a tear sheet specific to OPI's highlights on our website at opireet.com. I will now turn the call over to Matt to review our financial results.

Thanks, Chris, and good morning, everyone. Normalized FFO for the 1st quarter was 52.7M or $1.9 per share, a penny below our guidance range. This compares to normalized FFO of $54.5M or $1.13 per share for the 4th quarter of 2022. The decrease on a sequential quarter basis was primarily driven by higher utility expenses and interest expense. G&A expense for the 1st quarter was $5.9M as compared to $5.8M in the previous quarter. Same property cash basis NOI decreased 4% compared to the first quarter of 2022, in line with the low end of our guidance range. The decrease was mainly driven by elevated free rent levels related to 2022 leasing activity and operating expense increases, most notably utility costs, due to inflationary pressures and expenses previously paid by tenants now being paid by OPI as a result of tenant downsizes. On a rolling four-quarter basis, CAD decreased sequentially by approximately 16% to $2.21 per share, resulting in a payout ratio of 99.5%. While our historical payout ratio had been well covered since the beginning of 2019, we began seeing pressure in the fourth quarter of 2022, and with lower tenant retention levels in 2023, another year of elevated CapEx requirements and worsening office fundamentals, the dividend rate was becoming unsustainable. As a result, and as Chris previously discussed, earlier this month we reduced our quarterly dividend to $0.25 per share, or $1 per share annually. The new level equates to approximately $60 million of retained capital annually, enhancing OPI's liquidity and financial flexibility. Turning to our outlook for normalized FFO and same property cash basis NOI expectations in the second quarter of 2023, we expect normalized FFO to be between $1.07 and $1.09 per share. This guidance includes a range of $6.1 to $6.2 million of G&A expense, which includes expected annual trustee compensation. We expect same-property cash basis NOI to be down 5% to 7% as compared to the second quarter of 2022, mainly driven by two full building vacates since the beginning of the prior year period and increased inflationary pressure on operating expenses. Turning to the balance sheet, at quarter end, our outstanding debt had a weighted average interest rate of 4%, and awaited average maturity of 4.7 years. Over 90% of our debt is fixed rate. We ended the quarter with $528 million of total liquidity, including $505 million of availability under our credit facility. In connection with the proposed merger with DHC, we plan to recast our existing $750 million revolving credit facility and have commenced initial discussions to move this process forward. We believe the improved scale and diversification of the combined company will result in the successful recast of OPI's Revolver. Turning to our investing activities, since the beginning of the year, we sold three vacant properties containing 89,000 square feet for $5.4 million and are currently under agreement to sell one vacant property containing 107,000 square feet for $4.9 million. Our capital recycling to date has been impacted by the current transaction environment and we expect our activity to be somewhat muted until market conditions improve. We spent $17.6 million on recurring capital and $49.5 million on redevelopment capital during the first quarter. 2023 CapEx guidance is currently $100 million to $110 million of recurring capital and approximately $140 million to $150 million of redevelopment capital. Before we turn the call over to Q&A, as a reminder, we will be taking questions related to OPI on a standalone basis. We have not yet filed a preliminary joint proxy and registration statement, and therefore will not be taking questions about the merger. That concludes our prepared remarks. Operator, we are ready to open the call up for questions.

Thank you. We will now begin the question and answer session. To ask a question, you may press star then 1 on your touchtone phone. If you're using a speakerphone, we ask that you please pick up your handset before pressing the keys. To which are your question, please press star then two. Today's first question comes from Brian Marr with the Bradley Securities. Please go ahead.

Good morning, Chris and Matt. I guess I can throw out maybe half my questions I had, so I'll tighten it up. Can you walk us through, slowly, the occupancy outlook for this year. So we're starting off at 90.5% total occupancy, 93.5% same store. We have a series of known vacates that you discussed. Obviously, you'll try and backfill some of those with leasing activity. And then we also have 20 Mass Ave in Seattle coming online. How do you think that the year progresses from an occupancy standpoint?

Thanks, Brian. I think historically we've provided the range of 88% to 90%, and some of that is predicated on our ability to sell assets that we currently have in the market or those that we're projecting to bring to the market. And so I think as we sit here today, based on what we're seeing, we're looking at kind of the low end of that guidance being kind of the target today. What I'll add is that most of the expirations for 2023 where we have known vacates are scheduled to occur in November or at year end. And so the impact on performance is heavily weighted towards the back half of the year with occupancy then following. That's where we're at today, and I think, again, an important piece of that is our ability to sell certain assets. The ones that we've talked about are mostly vacant, and so that has a direct impact to occupancy.

Okay, and then when we think about the credit facility, Can you give us any update as to kind of the timing and what the size might be of that new facility? And is that needed to be completed before a potential merger?

So, Brian, it's a good question. Let me just first address the maturity of the revolver absent the merger. So right now, the revolver matures at the end of July. However, we do have a six-month extension option. to push out that maturity to January of 24. A recast or amended revolver is a condition to closing the merger. So we have started our discussions with Wells Fargo on that. They are preliminary. We are expecting a proposed term sheet from the bank group in the coming days. So it's in process. And I think as we progress into 2023, there'll be more to provide as it relates to the revolver.

Okay, and kind of circling back to fundamentals, did I hear you correctly say that you expected 6% to 8% rent roll-ups for this year, 2023?

The 6% to 8% roll-ups is attributable to our leasing pipeline. And so I think, you know, historically for 2023, we've talked about 4% to 5% roll-ups. And I think some of that, you know, I think we'll stick to that for now, but I think a lot is going to be predicated on how this pipeline matures. You know, as we talked about with the Q1 results and the roll-down, I mean, that was heavily concentrated for a couple specific deals. We expect that will normalize, and then we'll see improvement on overall rent spreads as we execute on some of this pipeline. But it's a lumpy process, so it's not exactly something quarter to quarter that, you know, we have definitive projections on just given the timing it takes to negotiate some of these leases.

Okay. And just on the periphery of the DHC transaction, I don't know if you can answer this or not, but, you know, we know Vanguard and BlackRock own an awful lot of shares of both DHC and OPI. Is it safe to expect that, A, they'll be able to vote on the transaction and, B, that they'd probably follow the guidance of ISS and Glass-Lewis, et cetera?

We're not going to speculate today. You know, as we mentioned, we're in the process now of the filings of the S4 and the proxy. And I think as we get through that, there'll be more kind of color on kind of next steps and expectations.

Okay. And just last for me on Seattle. I think you said something about having one lab building completed by over in 4Q for prospective tenants. Is that above and beyond the leasing activity you've already communicated with Sonoma Biotherapeutics?

That's correct. Yeah, I mean, Sonoma... You know, that is expected to, you know, transact in the form of them finishing and moving in in Q4, and then we're assuming some speculative leasing to occur with the spec suites that we're delivering. And so it's a lighter touch, and we think more of that will transact as we get into 2024. Okay, thank you.

And, ladies and gentlemen, as a reminder, if you'd like to ask a question, please press star then 1 at this time. And our next question today comes from Ronald Kendum with Morgan Stanley. Please go ahead.

Hey, good morning, guys. This is Tamim on for Ronald. Yeah, just maybe just a question on development again. So, you know, you talked about the Seattle development and, you know, expected move in the fourth quarter of this year. Maybe just on 20 Mass Ave, an update on timing of when you expect, you know, the movements to actually occur. I understand that, you know, it's completed in the second quarter. But just from a, you know, revenue recognition point of view, how should we think about that for the rest of the year? Thank you.

Good question. So for 20 Mass Ave, we have the hotel representing 54% of the leasing. We expect to deliver at the end of Q2, and at which point the lease on that side would commence. So let's just call it early Q3. And with that, the tenant is going to have 18 months of free rent. And so the benefit to the property during that time frame is the reimbursement of operating expense. So we'll start to see some of the recovery of the cost outlay that's occurring today. And then from a lease-up perspective, what we've talked about is, you know, a trajectory of roughly 18 months for kind of lease-up of the balance of the property. And so we're in advanced at advanced stages, we have several tours that have taken place across the property and also have several proposals out to tenants. And so I think at this stage, you know, we don't have anything definitive, but hopefully in the next few quarters, we'll have feedback on the status of those proposals.

Great. And then just on leasing, I think you guys mentioned in the prior remarks, expectations for a sequential increase throughout the year. So is that based off of you know, the current pipeline and most of that's locked in or how much of that is just, you know, expectations for things to improve versus kind of what you guys already have locked in?

Yeah, the number I provided on advanced stages, just north of 700,000 square feet, you know, advanced stages for us represent signed LOI or those who are negotiating a lease document. And so, look, there's risk, but I think we feel like the risk is somewhat mitigated at that stage. So I would imagine that we'd start to see a good portion of that mature for Q2. Great. Thank you, guys. Go ahead.

Thank you. And ladies and gentlemen, this concludes our question and answer session. I'd like to turn the conference back over to Chris Bellotto for any closing remarks.

Thank you for joining the call today. We look forward to seeing many of you at NAREIT and other industry conferences in the upcoming months.

Thank you, sir. This concludes today's conference call. We thank you all for attending today's presentation. You may now disconnect your lines and have a wonderful day.