Orion Office REIT Inc.

Greetings. Welcome to Orion Office REIT's third quarter 2022 financial results. As a reminder, this conference is being recorded. I would now like to turn your call over to your host, Paul Hughes, General Counsel for Orion. Please go ahead.

Thank you, Operator. Good morning, everyone. Yesterday, Orion released its financial results for the quarter-ended September 30, 2022, 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 investor section of the company's website at www.onlreit.com. Forward-looking statements made during today's call, such as the company's guidance estimates for calendar year 2022, are subject to a number of risks and uncertainties that could cause actual results to differ materially from our expectations. These risks and uncertainties are discussed in our earnings release, as well as in our Form 10-Q and other SEC filings. The company undertakes no duty to update any forward-looking statements that may be made during the course of today's 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. Hosting the call today are Paul McDowell, the company's chief executive officer, Gavin Brandon, the company's chief financial officer, and joining us for the Q&A session are Gary Laundrieu, our chief investment officer, and Chris Day, our Chief Operating Officer. With that, I am now going to turn the call over to Paul McDowell. Paul?

Good morning, everyone, and welcome to Orion Office REIT's third quarter 2022 earnings call. On behalf of our team, I want to thank you all for joining us. On the call today, I will discuss our performance in only our third full quarter of operations, as well as highlight the ongoing progress we are making on Orion's portfolio. I will then turn the call over to Gavin to provide an update on our financial results and guidance. As we've detailed since November 2021, following our spinoff from Realty Income, we are working hard to reposition and align the suburban-focused office portfolio that we inherited from the merger of Realty Income and Verete. Orion is uniquely positioned as the only public net lease REIT that is exclusively focused on owning a diversified portfolio of mission-critical and corporate headquarters office buildings located in high-quality suburban markets throughout the United States. While Orion owns a significant number of high-quality stabilized assets, a sizable portion of our portfolio requires pruning, intensive asset management, repositioning, and capital to address lease maturities and vacancies. These efforts are complicated by the current economic backdrop of rising interest rates, inflation, recession fears, and return to the office hesitancy, all of which have given pause to businesses looking to sign new or extend current leases. While these trends have been widely reported for several quarters, we began to notice an uptick in the impact in our portfolio toward the end of the third quarter, and it has continued into the fourth. Since our spinoff late last year, we have consistently commented that our efforts to stabilize and right-size our portfolio would take time and consist of multiple challenges along the way that could impact the timing of our progress. Despite these recent negative trends, due to demographic and other long-term changes, as well as the quality of our assets, We remain optimistic about our long-term prospects for owning a large suburban net lease office portfolio in attractive markets that will provide solutions for the workforces of tomorrow and that in turn will result in the growth of Orion. Turning to some updates on the portfolio, at quarter end we owned 87 properties and six unconsolidated joint venture properties representing 10.1 million square feet. that was 88.2% occupied. Properties are leased predominantly to credit worthy tenants, primarily on a net lease basis. As a percentage of annualized base rent, there was 69.9% investment grade tenancy across the portfolio, and approximately 80% of our leases are either triple or double net. Our assets are also diversified by tenant, tenant industry, and geography. No tenant industry makes up more than 13.1% of annualized base rent, and no single tenant makes up more than 11.5% of annualized base rent. Our largest markets by state are Texas and New Jersey, which represent 14.6% and 11.4% of annualized base rent, respectively. And approximately 31.8% of our annualized base rent is derived from Sunbelt markets, a proportion we intend to grow over time. As I mentioned, companies are continuously recalibrating their expectations for space and growth. While we believe the rapidly slowing economic environment and continued employee hesitancy to return to the office is temporary, the result is that some of the anticipated leasing we expected to realize is either going to be delayed, reduced, or eliminated. When our tenants do renew, they continue to lock in multiple year extensions. In the third quarter, we had a tenant renew in 35,000 square feet for five years at our property in Grangeville, Idaho. Subsequent quarter end, we executed a new 5.4 year lease in 78,000 square feet at one of our properties in Brownsville, Texas. Overall, since the spin, We've had good leasing momentum, executing on close to 1.2 million square feet. This year, so far, we have completed about 500,000 square feet of renewal, expansion, and new leases. And notwithstanding our slow third quarter in terms of signing new leases and lease renewals, we continue to have an active pipeline of several hundred thousand square feet of leases in various stages of negotiation and documentation. As we have said on previous calls, tenant retention will continue to be lumpy quarter to quarter. Specifically, we had two scheduled lease expirations during the quarter, totaling about 49,000 square feet. And we had 10 vacant assets at quarter end, so our occupancy improved slightly from 86.4% last quarter to 88.2% this quarter, driven by our progress in selling vacant assets. Additionally, our portfolio's weighted average lease term declined slightly to 3.9 years. One of our main asset management strategies is to sell vacant and identified non-core assets that do not fit our long-term investment objectives. The sale of these assets will allow us to both reduce carry costs and avoid the uncertainty and significant capital expenditures associated with retenanting. This initiative continues to progress well. To date, we have closed on seven dispositions totaling 539,000 square feet for an aggregate sale price of $28.4 million, equating to a price per square foot of approximately $53, both reducing existing vacancy and avoiding near-term vacancy as the lease is expired. We also have four additional properties totaling about 278,000 square feet under contract for sale for an aggregate sale price of approximately $15.9 million, equating to a price per square foot of about $57. A couple of these properties are currently vacant, while the remainder have short lease terms where we know the tenant will not renew. We are also actively marketing or planning to auction a number of other assets for sale, totaling over 900,000 square feet that fall into the same bucket. We anticipate that several of these sales will occur as we head into the next year, allowing us to continue to harvest rent before the sale closes. While it remains our goal to reach stabilization and enhance our portfolio's weighted average lease term by addressing the portfolio's vacancies and significant lease rollover in the next several years, we now believe it could take somewhat longer than initially anticipated, given the changing economic environment. Notwithstanding the headwinds, our portfolio continues to have positive net cash flow, and our available capital to execute on our business plan continues to grow with over $418 million in total liquidity. That liquidity coupled with our experience, expertise, and the underlying strength of many of the properties we own in the portfolio will continue to serve as a strong core platform. Given the macroeconomic environment, we remain highly disciplined and strategic when it comes to adding new properties to our core portfolio. Longer term, we remain excited about Orion's growth prospects and opportunity set. Our acquisition pipeline continues to be active for both the joint venture as well as Orion's own balance sheet, with some indications that seller pricing expectations are beginning to become more rational. Regarding capital allocation decisions, we carefully evaluate where best to apply our operating cash flow, the proceeds from our property sales and borrowings under the revolver with our board on a regular basis. While current market conditions are dynamic, our long-term plans remain firmly in place. We have a strong portfolio of occupied assets, some of which will require significant capital outlays as we renew our tenants in place. We have several current or near-term vacancies, where we believe the quality and location of the properties merit holding these assets, repositioning them as necessary, and re-tenanting them makes sense. These assets will also take significant amounts of capital to carry and then attract new occupancy. Our belief is that over time, our shareholders' best interests will be served by preserving and then growing our core portfolio. All that said, While the need for capital to execute in our business plan is critically important, our board believes, along with management, that under certain circumstances of sustained market weakness, our company's shares may offer a compelling investment. And to that point, they have approved a $50 million share repurchase program. As I wrap it up, I want to emphasize that market disruptions notwithstanding, we are continuing to make steady progress in actively managing the portfolio and and recycling capital. We remain committed to delivering long-term value for our shareholders through our ongoing efforts. With that, I will now turn the call over to Gavin, who will discuss our third quarter 2022 financial highlights, our balance sheet, dividend, and outlook for the remainder of the year. Gavin?

Thanks, Paul. I will begin by discussing Orion's GAAP results for the third quarter of 2022 and which is our third full quarter operating as a public company. Orion generated total revenues for the quarter of $51.8 million and reported a net loss attributable to common stockholders of $53 million, or a loss of $0.94 per share. Core funds from operations was $24 million, or $0.42 per share, and adjusted EBITDA was $32.1 million. G&A in the third quarter was $4.7 million, while CapEx tenant and property improvements and leasing costs were $3.7 million. As we have discussed, CapEx timing will be dependent on when leases are signed and work is completed on properties, and likely will increase over time as our leases roll. Turning to the balance sheet, we ended the quarter with $588.3 million of outstanding debt, including Orion's proportionate share in the joint venture. During the quarter, we utilized a combination of proceeds from asset dispositions and cash flows from operations to repay $40 million outstanding on our revolving credit facility to bring the balance down to $31 million from $71 million. It is worth noting that since the spin and through today, we have reduced debt by approximately $69 million, or 11%. At quarter end, we had total liquidity of $418 million, consisting of $394 million of available capacity on our revolving credit facility and $24 million in cash and cash equivalents, including Orion's proportionate share in the Joy Venture. We have no debt maturities this year and over 94% of our debt is fixed rate or swapped to fixed rate. Our debt to annualize adjusted EBITDA was 4.39 times. The Orion Board of Directors declared a quarterly dividend of $0.10 per share for the fourth quarter of 2022 to be paid on January 17, 2023, their stock hold is a record out of December 30, 2022. With our current liquidity, anticipated proceeds from dispositions, and the cash flow the business is generating itself, we believe we are in a strong financial position to weather the current and anticipated market volatility while setting out to achieve our nearer and long-term objectives. As we look forward, we will reach our one-year anniversary as a public company in a few weeks and have further enhanced our financial flexibility through filing a shelf registration statement. While we do not currently have any plans to utilize the shelf, we believe it is prudent to have the option in Orion's financial toolbox, just as we have done with the shared buyback program. Turning to our outlook for the remainder of the year, As we shared last quarter, our financial results will benefit in 2022 from some accounting adjustments and one-time items. These primarily include the finalization of purchase price allocations related to the spinoff from realty income, the timing of non-cash amortization of stock-based compensation under GAAP, an additional one-year delay in the requirement for an internal control audit, and a delay in hiring for a number of roles that are now filled. As a result of our solid performance for the first nine months of 2022 and greater certainty in our estimates for the remainder of the year, we have raised the lower end of our core FFO guidance. Importantly, the updated core FFO range should not be extrapolated to future years given the impact of lease expirations this year coupled with anticipated expirations in the portfolio over the next two years and the associated expected decline in revenue due to smaller portfolio size. In addition, future years will also be affected by increased G&A related to the timing of certain expenses, as well as the end of certain operating subsidies we have received from realty income as part of the spinoff. Specifically, our core FFO is now expected to range from $1.76 to $1.78 per share, up from last quarter's increased range of $1.74 to $1.78 per share. Our G&A is anticipated to range from $16 million to $16.5 million, consistent with the previous quarter, and our net debt to adjusted EBITDA is expected to range from 4.7 times to 5.0 times, also consistent with the previous quarter. With that, we will open the line for questions. Operator?

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1. on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like 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. Your first question comes from Yodi Yadav with JMP Securities. Please go ahead.

This is Yodi from Edge. Thank you for taking the question. It's really great to see the dispositions come through. What can you tell us about the profile of these buyers and if these are just run or failed?

Good morning. The dispositions that we've been able to accomplish this year, we are very pleased about the pace at which we've been able to get some of these assets that are non-core off the balance sheet. Buyers of these have all been generally, they all have been one-off transactions, so individual transactions, and the buyers have generally been a combination of investors who look to reposition the asset for the long term and users who intend to buy the asset, reposition it, and use it themselves.

Okay, got it. Thank you, Paul. Secondly, I believe you mentioned in your opening remarks that these tenants have multiple renewals of extension options. So with the two leases signed, is that what you were talking about, that's where the renewal options are?

Yep. So the lease that we signed during the quarter, that was just a straight extension option. So that was a five-year extension with no TIs, no LCs, nothing like that. The lease that we signed after the conclusion of the quarter was a new lease with a new tenant in a building where they were the previous sub-tenant.

Right, okay. So would you say that a five-year term is kind of a new normal for these renewals?

Well, I would say the tenants typically look for the five-year term as, you know, sort of a shorter term, we, of course, always try to entice tenants to sign longer terms with us. And during the course of the year, we have had a variety of success in being able to get tenants to sign longer-term leases with us. I think, you know, for the course of the year, we've signed leases that are in excess of five years. So we have some tenants that have signed 10 years, some tenants that we are looking to sign that may be longer than that, even 15 years. So the challenge, of course, is always how do we get tenants to sign a longer-term lease? And that's very typically done by providing additional tenant improvements and providing additional landlord work in exchange for a longer lease term.

Right. That makes sense. That's awesome. Thank you for answering those questions.

Thank you.

Next question comes from Edward Riley with F Hutton. Please go ahead.

Hey, guys. Thanks for taking my question. I might have missed this. My call cut out a little bit. But you were talking about an uptick on the impact of your portfolio towards the end of Q3 and Q4. Yep. Just wondering if you could unpack that a little bit for me. Does this have to do with any of the behavioral decisions from tenants last quarter. You talked about how tenants were taking a longer amount of time to enter into leases, and if they were considering that it would be a shorter-term lease. Just want to unpack that a little bit.

Sure. I think that it's been widely reported that tenants you know, there are a lot of headwinds in the office market. And I would say up until the third quarter, you know, we had not seen too much of that in our portfolio. In other words, we were the tenants that reached the end of their lease term and they moved out of our properties that we had expected that. And the tenants that renewed with us, you know, we had expected those renewals to come through and roughly the terms in which they came through. Although, as we noted in the call last quarter, you know, the decision-making process we've noticed has, you know, continued to get elongated, and that's still the case. However, in the third quarter, we had some eye on some tenants that we expected to potentially fill some of our vacancy. We've also had some tenants come back to us and say they're not looking for as much space as they anticipated during the renewal, as we had anticipated earlier for the renewal. So I think inside of our portfolio, we're starting to see a little bit of what's been widely reported in the broader marketplace. That is, tenants are taking longer. They are requesting smaller space. And in some cases, they're changing their point of view entirely about whether or not to expand. So, you know, we see some of those headwinds. We think they're transitory. but they're here now in our portfolio. And so as a result, some of the anticipated leasing we thought might occur towards the end of this year or beginning of next will be pushed out to some degree.

Okay, gotcha. Thanks for that. And just given the smaller space required from some of the tenants, does this maybe open up an opportunity toward shifting more towards a multi-tenant approach versus a single-tenant approach? And how are you guys thinking about that?

Well, I think we would like to maintain our business model of owning primarily, and I use the word primarily, single-tenant assets leased on a long-term basis to good credit quality tenants. But the key word there is tenants. So if we have the option to fill vacancy with tenants that are looking for less than a full building size. We are happy to do that. And we'll multi-tenant buildings to the extent that that makes the most sense for us. And we have done that. You know, we do own a few multi-tenant buildings now. And my suspicion is over time that will grow somewhat as we, you know, multi-tenant some of the vacant properties that we have. So as I said, we'd prefer to, maintain our single tenant stance for the majority of the portfolio, but we'll take tenancy pretty much wherever we can find it.

Okay, gotcha. And on the dispositions, and apologies if I missed this, were those properties vacant, all of them, or were some filled? And I was wondering if you could maybe provide some information about price per square foot on those that were vacant versus those properties that had tenants in them, if there were any.

Sure. So to your first point, it was a combination. So some of the properties we sold had tenancy in place where we had an existing tenant and they continued to pay rent. but in all cases the lease was very, very short in general, under a year, well under a year. So those are tenants that we knew were going to leave. And so they had a few months left on the lease. So, you know, and then the property would go vacant. So that was sort of one set and that's probably about half of the properties we sold. The other half were actually vacant properties. Um, with respect to price per square foot, um, You know, given the short lease terms on the properties that had leases left versus the vacant, there's not a big disparity on the price per square foot. It's more where is the property located, what's the size of the property, so on and so forth. And in general, we found the smaller size properties that we've sold trade at a higher per square foot value, not unexpectedly. and the bigger properties trade at a somewhat lower per square foot value. I'd say overall we're pleased with where we're coming out with the sales of these properties. You know, I think when we did the spin, we said we'd hope to be between $40 and $60 a foot on average for selling these properties, and we're right in the middle of that range. So, you know, we feel pretty good about that. And, of course, it's also one more final thing. One more final thing is that when we sell properties either with a short-term lease or a vacant property, it's not only the price we get per square foot, but it's the savings we get from not having to carry that asset vacant when we think that it's unlikely to be re-tenanted on any type of reasonable economic terms.

Okay, great. Thank you.

I would like to turn the floor over to Mr. McDowell for closing remarks.

Thank you everyone for joining us, and we look forward to updating you on our year-end results in the new year.

This concludes today's teleconference. You may disconnect your lines at this time, and thank you for your participation.