City Office REIT, Inc.

Good morning, and welcome to the City Office REIT Incorporated 4th Quarter 2021 Earnings Conference Call. At this time, all participants are in listen-only mode. A brief question and answer session will follow the formal presentation. To ask a question, you may press start and 1 on your touch-tone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press start and 2. As a reminder, this conference is being recorded. If you require operator assistance, please press star then zero. It is now my pleasure to introduce you to Tony Maretic, the company's chief financial officer, treasurer, and corporate secretary. Thank you, Mr. Maretic. You may begin. Good morning.

Before we begin, I would like to direct you to our website at cioreit.com, where you can view our fourth quarter earnings press release and supplemental information package. The earnings release and supplemental package Both include a reconciliation of non-GAAP measures that will be discussed today to their most directly comparable GAAP financial measures. Certain statements made today that discuss the company's beliefs or expectations, or that are not based on historical fact, may constitute forward-looking statements within the meaning of the federal securities laws. While the company believes that these expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance these expectations will be achieved. Please see the forward-looking statements disclaimer in our fourth quarter earnings press release and the company's filings with the SEC for factors that could cause material differences between forward-looking statements and actual results. The company undertakes no obligation to update any forward-looking statements that may be made in the course of this call. I'll review our financial results after Jamie Farrar, our Chief Executive Officer, discusses some of the quarter's operational highlights. I will now turn the call over to Jamie.

Good morning. Thanks for joining today. Before we touch on the quarter's results, I want to step back for a moment and reflect on the incredible and transformational year that our company has experienced. Despite the challenges associated with COVID, we have found ways to create value for our shareholders. To that end, I want to recognize and thank our team. Their hard work, persistence, and thoughtful execution has generated outstanding results. As a recap, during 2021, we sold our Cherry Creek property in Denver during the first quarter, and then our San Diego life science portfolio in the fourth quarter. Combined, these two dispositions generated our company a $477 million gain on sale, equating to approximately $10.80 per fully diluted share. From a return perspective, our shareholders were well rewarded. The market value of our common equity more than doubled and city office achieved a 112% total return during 2021. This ranked us as the top performing public office REIT and one of the best performing companies in the entire REIT universe for the year. Moving to our results in the fourth quarter, we completed $1.2 billion of acquisitions, and dispositions. We started the month of December with the sale of our San Diego Life Science portfolio for $576 million. In anticipation of this sale, we used the five months leading up to the closing to build a pipeline of properties to enhance our portfolio. Following the sale, we efficiently completed three sequential acquisitions totaling $614 million. These purchases are located in Phoenix, Dallas and Raleigh. Each of these properties is exactly the type of asset that has the highest appeal to tenants and employees today. Each property features a superb location, new construction, best-in-class amenities and modern tenant spaces. There is an acquisition presentation for each of these on our website that conveys the quality of these properties. The first acquisition to close was Block 23 in downtown Phoenix for $150 million. Block 23 is a premier office building delivered in 2019 that features an unmatched onsite amenity package. It has an incredible rooftop deck and a wide variety of nearby restaurants, bars, and entertainment options. The 307,000 square foot property was 94% leased to close including signed leases that have not yet commenced with a 12-year weighted average lease term remaining. Next, we closed the Terraces in the Preston Center Submarket of Dallas for $134 million. Preston Center is a very special and high barrier to entry location. The submarket is surrounded by some of the wealthiest residential neighborhoods in all of Texas. Proximity to these decision-makers' homes provides a competitive advantage in leasing. The Terraces is the newest building in the sub-market and has walkability to surrounding amenities. The 173,000 square foot property was 99% leased at close, including signed leases that have not yet commenced, with a weighted average lease term remaining of approximately eight years. Last, we finished the year by purchasing Block 83 in Raleigh for $330 million. Raleigh is a vibrant market to add to our portfolio. It possesses very similar characteristics to many of our other high-growth cities in the South and West. The transaction provided a great opportunity to enter Raleigh with immediate scale and one of the best assets in the entire market. The Raleigh metro area has experienced a 22% increase in population between 2010 and 2020, ranking it as one of the fastest growing population centers in the U.S. Raleigh has also experienced strong GDP increases propelled by tremendous growth in the STEM and life science industries. The research triangle with its multiple world-class universities is a deep source of talent and innovation. We believe these attributes will continue to make it a great city for future corporate expansion. Our acquisition, Block 83, is a spectacular two-building complex comprised of approximately 495,000 square feet of office and street-level retail. The property is located in the preeminent live-work-play district of Glenwood South in downtown Raleigh. It's a unique location with walkability to restaurants, bars, and coffee shops, and ample nearby quality housing options. The new build construction and top-of-the-line onsite amenities have led to a rapid lease-up of Block 83. The first of the two buildings was delivered in 2019 and is now 97% leased. The second building delivered in 2021 and is tracking well for stabilization. The building was 30% pre-leased and has achieved an additional 100,000 square feet of leasing during 2021. We expect to make significant progress on the remaining 96,000 square feet of vacancy this year. Note that for each of these acquisitions, I described the percentage leased, which includes signed leases that will take occupancy in the future. The property overview section of our financial supplement provides the percent occupied at December 31st, which will be lower until these signed leases commence. In summary, the fourth quarter was extremely busy with capital recycling activities. Because of the scale of the net proceeds from the San Diego disposition, which equated to a roughly 2% trailing cap rate, including the land, we were able to purchase these best in class properties and improve our earnings outlook at the same time. The midpoint of our new 2022 core FFO per share guidance is 16% higher than the core FFO per share that we achieved in 2021. Notably, we're generating this increase with lower leverage and we're positioned for growth as we lease our remaining vacancies and the signed leases commence. It is also worth noting that these transactions allowed us to increase our dividend by 33 and a third percent in the fourth quarter. Over time, we will continue to evaluate further increases as our portfolio supports higher dividend levels. With that, I'll shift to discussing our focus for 2022 and beyond. The main priority is to accelerate leasing and future cash flow growth across our portfolio. As we've discussed in the past, we have and will continue to invest in our properties and our available inventory. In addition, over the next few years, As opportunities arise, we intend to focus on capital recycling to further elevate the quality of our portfolio. In terms of leasing velocity in our markets, generally Omicron caused office usage to take a step back over the last few months. This appears to be changing now that we've passed the peak of new Omicron cases, and we've been pleased by the improvement in new leasing prospects and tour activity in many markets. However, at the same time, we are seeing some tenants rethink their overall space needs. For the near term, we continue to anticipate elevated downsizing and vacates, which we factored into our guidance. Further, we believe that tenants in today's marketplace want high quality properties with modern spaces to enhance the appeal of returning to the office. They desire spaces that can be occupied with speed, and minimal risk from potential delays in sourcing materials or construction labor. Responding to this opportunity continues to be a focus for our team, and we anticipate further investment in our portfolio this year. We believe these investments will accelerate long-term cash flow growth and the speed of new leasing. As we look ahead, we continue to believe that our thesis of investing in great cities in the South and West will yield attractive results for our shareholders. We look forward to updating you throughout the year on our progress. I'll now turn the call over to Tony Maretic to discuss our fourth quarter results and our 2022 outlook in detail.

Thanks, Jamie. Our net operating income in the fourth quarter was $25.1 million, which was $4.6 million lower than the amount reported in the third quarter. This is primarily a result of the termination fees that were recorded in the prior quarter for BB&T at Park Tower in Tampa. We reported core FFO of $15.8 million, or $0.36 per share, which was $1.6 million higher than in the third quarter. Core FFO was higher despite lower net operating income due to lower general and administrative expenses. G&A decreased due to a reallocation of the special employee incentive that was accrued for the life science portfolio sale. During the third quarter, $5 million was accrued. In the fourth quarter, we reversed and reallocated $1.5 million of this amount from a cash payment that impacts G&A in 2021 to a grant of restricted stock units that will instead amortize over the next three years as they vest. Our fourth quarter AFFO was 7.7 million or 17 cents per share. The largest impact to AFFO was 1.4 million of tenant improvement costs incurred at our Carolyn Point property in Tampa. This amount was for a 93,000 square foot tenant that signed an eight year lease extension and expansion in January 2021. We also incurred approximately $600,000 during the quarter to build ready to lease spec suites and implement vacancy conditioning, which is a key part of our 2022 business plan, as Jamie mentioned. We announced in December an increase of our quarterly dividend from 15 cents per share to 20 cents per share. On a long-term basis, we believe our dividend will be well covered, but our ASFO numbers will continue to move around some from quarter to quarter in periods with large leasing investments or capital expenditures. Our fourth quarter same-store cash and OI change was negative 0.5% as compared to the fourth quarter of 2020, but ended the full year 2021 at positive 2.2%. Fourth quarter same-store cash NOI was impacted by lower occupancy year-over-year. Contributing to that decrease in occupancy, BB&T vacated their space at Park Tower during the third quarter to accommodate the new 73,000-square-foot tenant whose lease commences on May 1, 2022, but will not begin paying cash rent until February 2023. That new tenant's eight-year lease increased the value of the property, but the downtime and free rent period is a significant contributor to our negative Q4 same-store results, as well as our 2022 same-store cash NOI guidance. Our total debt at December 31st was $654 million. Our net debt, including restricted cash, to EBITDA was a healthy 5.9 times. During the quarter, we renewed and expanded our unsecured credit facility. Our revolving credit facility availability has been increased from $250 to $300 million with a maturity at the end of 2025 and a one-year extension option. We have no debt maturities in 2022 and two small maturities in 2023. Last, we have provided full year 2022 guidance in our press release. We are projecting core FFO of $1.56 to $1.60 per share, which at the midpoint is a 16% increase over our 2021 results. This is the highest in our corporate history and can be achieved utilizing substantially lower leverage. For dispositions, we have indicated a range of zero to $44 million as the tenant at our Lake Vista Point property in Dallas has a purchase option that expires on July 31st. We believe there is a significant likelihood that the tenant will purchase the property. Despite some of our acquisitions lowering our overall occupancy at the end of 2021, we expect occupancy will slowly rise throughout the year as signed leases in these newly built properties take occupancy. We expect that our same store cash NOI will be negative in 2022 due to several anticipated move-outs and free rent periods in 2022. We expect it will rebound in 2023, all else equal, as new acquisitions are added to the same store pool and certain free rent periods burn off. We also anticipate significant tenant and capital improvement costs in 2022, as we expect to invest approximately $5 million in building out high-quality spec suites to accelerate leasing. We further intend to make a similar investment to upgrade lobbies and amenities at a select number of properties. We also intend to incur approximately $5 million prior to any TI and leasing commission costs to reposition and enhance the Ingenuity Drive property within our Florida Research Park portfolio in Orlando and one of the two buildings at our Santan property in Phoenix. A good way to think about this investment in spec suites and repositioning is to view it as a pre-funding tenant improvement costs. When leases are signed in those spaces, The TI costs at that time will be reduced and a tenant may commence occupancy and pay rent sooner than they would otherwise be able to do. While we expect this will lower 2022 AFFO as these expenditures are incurred, the costs will normalize as leases are complete. We believe this is the best way to position our vacant inventory and accelerate future leasing activity. We refer you to the material assumptions and considerations set forth in our earnings release for further details. That concludes our prepared remarks, and we will open up the line for questions. Operator?

We will now begin the question and answer session. To ask a question, you may press star then 1 on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing keys. To withdraw your question, please press star then 2. At this time, we will pause momentarily to assemble our roster. Our first question comes from Rob Stevenson with Jannie. You may now go ahead.

Good morning, guys. Tony, given your comments on the spec suites, the lobby, and the repositioning, how should we be thinking about those three lines in your AFFO number? You guys gave guidance on the straight line, but in 2021, if I'm doing my math correctly, your tenant improvements, leasing commissions, and CapEx, Combined, we're a little over $23 million. Are we anticipating that it's going to be into the mid-30s in 2022 with those programs in place? Is that stuff running through AFFO, or is this stuff being capitalized? How should we be thinking about some of this stuff from a financial standpoint?

Yeah, that's a good question, Rob. So... As I said on the call, a couple of items there. You have about $5 million for the spec suite program, which will run through AFFO. Yes, that is higher than we've historically run by about a couple of million, for sure. Similarly, I said roughly an equal amount that we're planning to do on the CapEx programs to really enhance the amenities and lobbies and whatnot. And that's a similar amount, about $5 million. Again, that's elevated over prior years. So combined, the numbers are roughly an extra $5 million over what a run rate would be. And then in terms of the repositioning, we will be treating those two properties will be removed from AFFO. We're taking two effectively single-tenant properties amenitizing them, improving the lobbies, and turning them into multi-tenanted properties. And so as a result, they won't run through AFFO. So you can expect probably net-net an additional, you know, call it in the neighborhood of $5 million of higher costs from those categories.

Okay, that's helpful as we figure out the AFFO for 2022 here. The question is, based off of what you're seeing from a leasing perspective, how should we be thinking about the economic occupancy of the two block acquisitions that are still in lease up throughout the year? Do we get to a point where they're, from an economic occupancy standpoint, that they've got people paying for the vast majority of the space? By year end, is that more of a 2023 thing at this point? What's included in your guidance for 2022 in terms of lease up there?

Thanks for the question, Rob. So Block 23 is, in fact, about 94% leased currently. So leases have been signed. They haven't commenced in some cases, and so in – The way we structured the deal is we were basically paid some bridge rent, but that doesn't flow through into our income statement. So effectively, that one's already stabilized. By the end of the year, the occupancy will match kind of where the leasing is. In terms of Block 83, the bigger block in Raleigh, that one... has, call it, just under 100,000 feet of vacancy, and that's where we're focused. And so we've got some very good activity on that. We're actually very pleased with how some lease discussions have moved along, and so we think we're going to make substantial headway to stabilize that by the end of the year.

Okay. And then beyond the purchase option asset, how are you guys thinking about dispositions this year and going forward? I mean, you've got basically two parts of the portfolio, right? You've got the legacy portfolio that you guys acquired at plus or minus a seven-cap-ish rate, and then you've got the more recent acquisitions that have been at a much, much lower cap rate. Do you guys continue to whittle down and use, you know, recycle some of the higher cap rate assets into lower? Was that just the redeployment of Sorrento Mesa? How are you guys thinking about acquisitions and capital recycling, you know, as we go 2022, 2023? So you'll see in our guidance, we haven't assumed anything.

any net new acquisitions this year, that could change based on recycling. So we are constantly looking at our portfolio. And if you were to step back for a second and say, you know, how do you feel about the categorization of the assets you have? I'd say 60% of the value of our assets are phenomenally positioned. 30% are well positioned. You know, they aren't the class AA. but they are well-positioned, great markets, great tenancy. We might put a little bit of capital into some of the spec suites in those to really drive. And then you've got about 10% of our portfolio where some of the larger back office type properties, and those are the ones today that are harder to lease and there's more competition. And so we haven't made any conclusions. I mean, we're focused on trying to position those so that we can drive as much cash flow out of those as we can and create value. And some of those might be recycled and others I think will reposition and shift it up to a higher category. And so that'll play out over probably the next 24 months. And so we're not really concluded on any particular strategy with that aspect of the portfolio, but we're planning out all of our options right now.

Okay. And then last one for me, Tony, any incremental known move outs of size that you guys have come to terms with over the last couple of months since the last earnings call?

In terms of new, I don't think there's new, but I can recap some of the larger ones that we know of. And so We do have a 46,000-square-foot tenant at FRP Ingenuity Drive that vacated in January. We have a 31,000-square-foot tenant at our Pima Center in Phoenix that is a new move out at the end of Q1. And then beyond that, it's just the Toyota lease, which we talked about before in Q3 of 2022. So nothing new.

Okay. Thanks, guys. Appreciate the time. Thanks, Rob.

Our next question comes from Michael Carroll with RBC Capital Markets. You may now go ahead.

Yeah, thanks. Jamie, in your prepared remarks, you kind of highlighted that in this current office environment that you're expecting an elevated level of downsizing and vacates. I mean, Can you provide some color on what you're seeing, and is that kind of going to reflect it in your guidance and your 2022 expiration schedule?

So it has been reflected in how we projected for the year, Mike. And so as we look forward historically, you know, we've been in that 70%, 75% renewal. I think if you look at 2021, we're a little under that. And, you know, we might be a little bit under that for the balance of 2021. We're having good dialogue with a number of tenants that, that have role over the next, call it 12 to 18 months. But there might be some downsides in there. So a lot of it's really gonna depend on these tenants coming back and starting to really utilize their space. And right now, utilization's low across the industry, right? It's more like 30%. And so it's not an easy time to predict exactly what's going to happen with tenants' needs as role occurs. And so we're taking a bit more of a conservative view.

Okay, are tenants, when their leases come due, I mean, are they looking more active of trying to reinvest in their space, like change their footprint around, or are they asking for more TIs, or is it too early to tell?

It's a mixture. It really depends on the condition of the existing space. But for some of the larger back office users, yeah, they're trying to get their arms around what they need and how they want that space to be laid out. And so TIs are probably going to be a little bit higher going forward.

Okay. And then just going back to your investment strategy that you're kind of highlighting earlier, so should we assume that if you do a new acquisition that's going to be funded through capital recycling? Is that kind of a good way to think about it?

Probably a good way to think about it. And so with our guidance, we have said, you know, zero at this time on new acquisitions for the year. That could change depending if we decide to monetize some additional assets.

And is there any unique within potential capital recycling within land parcels or a higher, better use within the portfolio, kind of like the life science deals or anything like that still in the portfolio?

Yeah, there's nothing really imminent like that, Mike. I'd say the one thing that's worthy of commenting on and particularly as you look to get your arms around our tenants thinking about coming back to the office and what their own thoughts are. If you look at our single tenant that we have at our Lake Vista property, and we mentioned in the past they have a purchase option, and we put that in in the bookends of a disposition guidance of $44 million, our own best thought today is they're likely going to purchase that building. And when you step back and say, okay, they're not utilizing the building at all today, yet they're going to make a substantial investment to buy it, that's the sort of conversation we're hearing quite often in the market. Tenants want to get their employees back to the office. And so we've made some general comments here about being conservative, but we are feeling incrementally more optimistic that that's going to happen. And so that'll be one property to your point that I think there's a real likelihood that gets sold, recycled. We'll decide what we're going to do with those proceeds. There's a number of different considerations on the table right now, and we'll firm that up as the year evolves.

Okay, great. And then just last one for me. Tony, can you talk a little bit about the G&A increase? I believe you kind of mentioned this in your prepared remarks, but what's the reasoning for such the large uptick that we're expecting in 2022?

So, you know, one component of that is the 1.5 million of RSUs that were issued in January that vest over three years. So you have another half a million from that component alone. And then, you know, the rest of the increases in G&A is really, you know, we're seeing it a little bit from our professional service providers, you know, costs going up there. We are expecting to incur more travel than we have over the last couple of years. There's a little bit increases across the other components combined with the higher stock compensation expense.

Okay, great. Thank you. Thanks, Mike.

Our next question comes from Craig Cucera with B. Reilly FBR. You may now go ahead.

Yeah, thanks. Good morning, guys. If the option at Lake Vista is executed, would you anticipate using those proceeds to pay down debt, or would you look at other alternatives with those proceeds?

So all options are on the table. They could be recycled into another acquisition, could be used to lower leverage, could be used to help retire the preferred as well. So we're considering all options right now.

Got it. And, Tony, in the guidance, there's mention of a million dollars of lease termination income. Is that just the remainder of the Toyota motor credits being amortized, or is that based on conversations you've had with another tenant who's maybe looking to exit early in 22?

Yeah, so the termination, there's a total of actually three tenants. Toyota is the largest, representing nearly two-thirds or just over two-thirds of the amount, and then two other smaller tenants that we're amortizing for, including a tenant that gave us one option at our Circle Point property. No, Superior Point. Pardon me, Superior Point. Thank you.

Okay. That's helpful. I may have missed this, but in your guidance, you mentioned there was one lease signed with a lot of free rent, which Which building was that at? I can read it, but did you mention that?

So in terms of looking at our same store for next year, the largest is related to the FinTech tenant that we signed at Park Tower in Tampa to replace BB&T. Their lease starts May 1st. they've actually grown from the initial lease they signed to now 79,000 square feet, and they don't actually start paying cash rents until February of 2023. Perfect.

All right. Thanks. That's it for me.

Thanks, Rick.

Our next question comes from Barry Oxford with Coilers. You may now go ahead.

Great. Thanks, guys. Jim, real quick on the Raleigh acquisition. What was that pricing to the extent that you can talk about it? Because it is a very dynamic market that a lot of people want to get into, so just kind of trying to get a feel for pricing.

Sure. Nice to hear from you again, Barry, as well. So, yeah, that was $330,667,000 a foot. Cap rate was lower, right, based on where occupancy was at closing, and that stabilizes in the low fives with our numbers. And based on everything we're seeing on lease activity and what's happening there, we're feeling good about that, and we think that's going to be a nice cash-flowing asset over the long term. And there is two buildings in the portfolio. There's another piece of ground that's adjacent to it. that the original developers may build into kind of the third building in the portfolio. And we've structured ourselves that we can participate in that if we'd like to. And we think that that economics there could be extremely attractive coming in on the development side. And so over the next, call it year or so, we'll assess out whether we want to kind of enhance our overall returns by participating in that part as well.

Jim, is there any near-term mark-to-market in there?

In Raleigh, they're all brand-new long-term leases, so they have nice step-ups. But where we're really going to get the cash flow pickup, Barry, is by leasing the vacancy. And when you tour the asset, it is spectacular. The amenities are spectacular. We feel really good. And I think the upside also is we've already moved rents above where we had underwritten them, and so that market continues to really strengthen. And I think we're going to do really well on where we settle out on the – the rental rates on the remaining space.

Great. Thanks, guys.

Our pleasure.

If there are no additional questions, I will now turn the call back over to Mr. Jamie Hillard to conclude.

Thank you for joining today. Please don't hesitate to reach out if you have any other questions. Goodbye.

Thank you for joining. This conference is now concluded. You may now disconnect. Thank you.