Orion Office REIT Inc.

Greetings. Welcome to Orion Office REIT's first quarter 2024 earnings call. As a reminder, this conference is being recorded. I would now like to turn the call over to Mr. Paul Hughes, General Counsel for Orion. Thank you, and you may now begin.

Thank you, and good morning, everyone. Yesterday, Orion released its financial results for the quarter ended March 31, 2024, filed this form 10Q 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 onlreat.com. Certain statements made during the call today are not strictly historical information and constitute forward-looking statements. These statements include the company's guidance estimates for calendar year 2024 and are based on management's current expectations. and are subject to certain risks that could cause actual results to differ materially from our estimates. The risks are discussed in our earnings release, as well as in our form 10Q and other SEC filings. The company undertakes no duty to update any forward-looking statements made during this call. Additionally, during the 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 measure. 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 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. Good morning, everyone, and thank you for joining us on Orion Office REIT's first quarter 2024 earnings call. Today, I will highlight the progress we are making executing on our business strategy and discuss our first quarter performance and operations. Following my remarks, Gavin will review our financial results and provide our outlook for the rest of the year. We own 75 properties and six unconsolidated joint venture properties comprising 8.9 million rentable square feet that were 75.8% occupied at the end of the first quarter. Adjusted for properties that are currently under agreement to be sold, our occupancy rate was 83.2% at quarter end. The properties in the portfolio are predominantly either triple or double net lease to credit worthy tenants. As a percentage of annualized base rent, as of March 31, 70.1% of our tenants were investment graded. Our portfolio of assets remains well diversified by tenant, tenant industry, and geography. The United States government is our largest tenant by annualized base rent, And our two largest tenant industries are healthcare and government. Over 35% of our annualized base rent is derived from Sunbelt markets. Our largest markets by state are Texas, New Jersey, and New York. At the end of Q1, our portfolio's weighted average lease term remained steady at 4.1 years. The story of the first quarter and into the beginning of the second has been leasing momentum. As of today, we've completed 522,000 square feet of new and renewal leasing this year, more than doubling the amount we executed last year. During the first quarter, we gained traction on renewals and new leases, signing two 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 our Lincoln, Nebraska property that will bring that property back to full occupancy. We also signed a new 10-year lease for 6,000 square feet of restaurant space at one of our Tulsa, Oklahoma properties. All told, in the first quarter, we executed 108,000 square feet of new and renewal leases. Subsequent to quarter end, and after more than a year of work on our part, The United States government exercised a four-year renewal option for all 413,000 square feet at our Covington, Kentucky property, which was set to expire in July of this year. We also remain in discussions with the GSA regarding a significantly longer term extension for a substantial portion of the tenants' existing square footage at this property. However, given the new four-year extension, We expect those negotiations will take place over an extended period of time as the government continues to refine its needs at the property. As we move through the year, we have continued to see signs of strength in our forward leasing pipeline, which totals more than 1.5 million square feet in various stages of discussion, negotiation, and documentation. Importantly, we are starting to see some momentum in new tenants interested in some of our vacant space. While these green shoots are more than welcome, we of course caution that the leasing environment remains very difficult, and our expectation is that we will continue to have to carry substantial vacancy for the foreseeable future as the market slowly recovers. That said, given the costs associated with owning vacancy, dispositions of those assets in the portfolio that we deem overly difficult or expensive to release or both remain a key area of focus. We have made tremendous progress on this initiative. Since the spin, we have sold more than 15% of the portfolio with gross proceeds of $58.5 million, much of which has gone to pay down debt, which has been reduced by more than $145 million over the same period. The sale of these 17 properties, totaling 1.8 million square feet, has materially reduced carry costs, significantly reduced forward expected CapEx, and has freed up capital and human resources to focus on those properties in the portfolio where we do believe in our long-term releasing prospects. This process will continue as we grapple with ongoing lease rollover in this depressed selling environment. During April, following an extensive marketing process We entered into an agreement to sell an approximately 96,000 square foot vacant property in St. Charles, Missouri for $2.1 million. We expect this sale to close later this quarter. We also still have agreements in place to sell seven additional properties representing 694,000 square feet for approximately $46 million. The properties under agreement include the sixth property, former Walgreen campus in Deerfield, Illinois, that the buyer intends to redevelop. While the project has experienced delays since going under contract in early 2023, the buyer continues to make progress with its redevelopment plans, though current market and financial conditions have made it difficult to get all the necessary components lined up for a closing to occur. At this stage, we can't forecast when or if the sale will close. As discussed last quarter, we also have a vacant property in Denver, Colorado under contract to be sold to a buyer who intends to redevelop the property to residential use. And this sale is scheduled to close in the first half of 2025. In addition to these properties, we continuously evaluate our portfolio and will likely identify additional properties to market for sale in 2024. As we've repeated over the last several quarters, while asset sales reduce operating expense drag in the short term and capital expenditure requirements, it will pressure our ability to grow earnings in the future as we become smaller with fewer buildings to lease. Although we continue to shrink the asset base in the current environment, this is the right approach to maximize the long-term value of the overall portfolio. We are striving to establish a core portfolio of well-leased properties in attractive long-term markets with stable cash flows that will be attractive to shareholders and other market participants alike. Part and parcel with these efforts is maintaining a strong capital structure that can support the necessary investments in our core portfolio. We continue to manage the balance sheet prudently. prioritizing loan leverage to retain the flexibility we need to invest in the remaining portfolio. We have been successful here as well by retiring our term loan, paying down our revolver, and putting us in a position to extend its maturity while at the same time keeping in place low coupon, non-recourse CMBS debt that will give us good optionality in the future. While the time to stabilize the portfolio and release vacancy are still measured in years, we have made substantial progress and our company remains profitable on both a FFO and core FFO basis, supported by a strong core asset base, which we do not expect to change. Our current business plan, retaining existing tenants, filling empty spaces, and streamlining through non-core asset disposals remains in place. With the help of our advisors and our board, We also continue to look outside of the day-to-day tactical operation of the company and remain flexible in our approach to opportunity and will make strategic changes to our business plan if we believe doing so will generate the best outcome for shareholders. With that, I will now turn the call over to Gavin. Gavin?

Thanks, Paul. Orion generated total revenues of $47.2 million in the first quarter as compared to $50.2 million in the same quarter of the prior year. Importantly, we benefited from 3.8 million of one-time revenues in the quarter from real estate tax reimbursements and end of lease obligation payments for former tenants. Of the one-time revenues, 1.6 million of tax reimbursements were not expected to be received until next year. We reported a net loss attributable to common stockholders of 26.2 million, or 47 cents per share, as compared to a net loss of $8.9 million or $0.16 per share reported in the first quarter of 2023. Core funds from operations for the quarter was $20.4 million or $0.36 per share as compared to $25.3 million or $0.45 per share in the same quarter of 2023. Adjusted EBITDA was $26.7 million versus $31.2 million in the first quarter of 2023. G&A in the first quarter was $4.9 million compared to $4.3 million in the same quarter of 2023 due primarily to the timing of corporate-related expenses and higher compensation expense as a result of an additional year of non-cash stock-based compensation expense. CapEx in the quarter was $3.4 million compared to $3.3 million in the same quarter of 2023 As we have previously discussed, CapEx timing is dependent on when leases are signed and work is completed on the properties. CapEx will likely increase over time as leases roll and new and existing tenants draw upon tenant improvement allowances. We ended the first quarter with $498.3 million of outstanding debt, including $355 million under the fixed rate non-recourse CMBS loan due February 2027, $116 million of floating rate debt on revolving credit facility, and $27.3 million representing our share of the Arc Street Joint Venture debt, which is swapped to fixed rate until May 27, 2024, and is scheduled to mature on November 27, 2024. At quarter end, our net debt to annualize adjusted EBITDA was 4.43 times. I will now discuss our recent amendment to our evolving credit agreement executed subsequent to quarter end that right-sized our borrowing capacity and made a proportionally reduction to the minimum value of the unencumbered asset pool we are required to maintain, as well as modified other financial covenants. Given the significant reduction in the size of the portfolio, we do not expect the slightly reduced borrowing capacity to adversely impact the execution of our business plan and it will modestly benefit us by lowering the unused fees we are obligated to pay to the lenders. It is important to note that the amendments provide greater certainty that we will be able to continue to comfortably satisfy the financial covenants through the full term of the revolving credit facility, including the extension term, even at our reduced asset size. We intend in the near term to elect our option to extend the maturity for an additional 18 months from November 12, 2024 to May 12, 2026. We are grateful for the lender group for their continued support and continued confidence in Orion, which we believe further validates our approach and execution against the backdrop of this challenging financial climate. As of the end of the quarter and after giving effect to the amendment to the credit facility, we had strong total liquidity of $258.3 million comprised of $24.3 million of cash and cash equivalents, including the company's pro-rata share of cash from the Arc Street Joint Venture, and $234 million of available capacity on the company's $350 million revolving credit facility. We intend to maintain significant liquidity on the balance sheet for the foreseeable future to provide financial flexibility required to execute on our business plan over the next several years, including the funding of expected capital commitments to support our future leasing efforts. As it relates to the Arc Street joint venture debt, the joint venture may be unable to satisfy the conditions to exercise a one-year extension option under the non-recourse loan agreement. Therefore, the joint venture is evaluating alternatives to refinance this obligation. Turning to our dividend, Orion's Board of Directors declared a quarterly cash dividend of $0.10 per share for the second quarter of 2024, payable on July 15, 2024, to stockholders of record as of June 28, 2024. Based on our quarterly results and our expectations for our full year 2024, we are reaffirming our guidance for core FFO range of $0.93 to $1.01 per diluted share, G&E range of $19.5 million to $20.5 million, and net debt to adjusted EBITDA range of 6.2 times to 7.0 times. With that, we'll open the line for questions.

Thank you. At this time, we'll be conducting a question and answer session. If you'd like to ask a question today, please press star 1 from your telephone keypad and a confirmation tone to indicate your line is in the question queue. You may press star 2 if you'd like to remove your question from the queue. For participants that are using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Once again, that is star 1 to ask a question, and we'll pause a moment for our first question. Thank you. Thank you, and our first question is from the line of Mitch Germain with JMP Securities. Please proceed with your questions.

Hi, this is Judy on for Mitch. Congratulations on the leasing this year. So do you feel more conviction now towards tenant decision making?

Yeah, good morning. Thanks. Yeah, our forward leasing pipeline, you know, continues to look pretty healthy. The leasing we've done this year, Some of it was expected leasing. That is, we expected the renewals that we've received, but still took quite a bit of work to get it done. And some of it was some new leases on vacant space. And I'd say that's where we feel where we're seeing some of the best traction now. That is, we're starting to see tenants interested in some of our vacant space and transferring that interest from just straight interest to actually signed lease itself. You know, we feel pretty good about the forward pipeline, but also want to stress that we feel better about the forward pipeline from here.

That's fair. So just a little bit, if you can give some background on the U.S. government leases. When did those negotiations begin? I think for one, you said it was a year-long process, but how is it playing out now?

Well, I mean, the government, the property that we renewed in Covington, Kentucky, at least to the federal government, is a large facility. And so we had a lot of conversations with the government, you know, about that property, their needs of that property, what type of capital we needed to put into the property. So, you know, we worked with them for, you know, quite a while. quite a long period of time. I think since from last summer. In general, our interactions with the federal government take anywhere from a month up to a year. It just depends a little bit on the property, the government's needs of that property, and frankly, the contracting officer that's running the lease negotiations. you know, we're prepared, I guess, for all eventualities.

Yeah, that's fair. And just switching on here, my last question, on the Arc Street venture, could you give some insight on, like, if there's any term on that and, like, expectations or some history?

Yeah, well, with respect to the Arc Street joint venture, you know, we have a non-recourse mortgage loan facility which expires in November of this year. The portfolio assets are all fully occupied, are all fully performing and cash flowing. So the assets in that portfolio comfortably support the outstanding debt. At the conclusion of the initial term, we're required to meet several covenants, among them are loan to value and weighted average lease term, which we are working to get to that level so that we can extend the debt. So our plan with that facility right at the moment is to hopefully extend the debt with the existing lenders, or if not, to refinance the portfolio away. But the portfolio itself is performing well and is a strong portfolio.

But that's all from me. Thank you for answering the questions.

Thank you. At this time, I'll hand the floor back to Mr. Paul McDowell for any further remarks.

Thank you all for joining us today on our first quarter call, and we look forward to you joining us on our second quarter call later this summer. Thank you. Bye-bye.

Thank you. This will conclude today's conference. You may now disconnect your lines at this time. We thank you for your participation and have a wonderful day.