Orion Properties Inc. (ONL) Earnings Call Transcript & Summary

Greetings, and welcome to Orion Office REIT's Second Quarter 2024 Earnings Call. As a reminder, this conference is being recorded. I would now like to turn the call over to Paul Hughes, General Counsel for Orion, thank you. You may begin.

Thank you and good morning, everyone. Yesterday, Orion released its financial results for the quarter ended June 30, 2024, and 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 Investors section of the company's website at onlreit.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 that 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 10-Q and other SEC filings. Orion undertakes no duty to update any forward-looking statements made during this call. Today on the call, we will be discussing certain non-GAAP financial measures such as funds from operations, or FFO, and core funds from operations or Core FFO. Orion'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 Orion's Chief Executive Officer, Paul McDowell; and Chief Operating Officer, Chris Day. And joining us for the Q&A session are Gary Landriau, our Chief Investment Officer; and Gavin Brandon, our Chief Financial 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 Second Quarter 2024 Earnings Call. Today, I will provide an update on our business and discuss our second quarter performance and operations. Following my remarks, Chris Day will review our financial results and provide our outlook for the rest of the year. Chris is standing in for Gavin, who has temporarily lost his voice. At the end of the second quarter, we own 69 operating properties and 6 Unconsolidated Joint Venture properties, comprising 8.2 million rentable square feet that were 79.7% occupied. The lower property count as compared to last quarter reflects the classification of 6 properties that made up the former Walgreen campus as Nonoperating properties, because the buildings are to be demolished in connection with the redevelopment of the property. Adjusted for 1 Operating property that is currently under agreement to be sold, our occupancy rate was 80.9% at quarter end. The properties in our portfolio are predominantly either triple or double net leased to creditworthy tenants. As a percentage of annualized base rent as of June 30, 72.3% of our tenants were investment grade. 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 government and health care. Over 35% of our annualized base rent is derived from Sun Belt markets. Our portfolio's weighted average lease term is 4.2 years. In the second quarter, we continued our leasing progress from the start of the year. To date, in 2024, we've completed 633,000 square feet of lease transactions, a more than twofold increase over all of 2023. During the quarter, we signed 2 large leases, a 4-year renewal, which we discussed on our last call, for 413,000 square feet at our Covington, Kentucky Property and importantly, a new 15.4-year lease for 56,000 square feet with a law firm tenant at our Parsippany, New Jersey Property that represents over 1/3 of the leasable square feet at that property. As part of that lease-up effort, we intend to invest approximately $3 million in improvements, including to adapt the property to multi-tenant usage and upgraded amenities, such as a fitness center, conference center and cafeteria. While undeniably expensive, these building upgrades will materially improve the long-term competitiveness of this Class-A asset, in a strong real estate location and are the reason we kept leverage low, so we can fund exactly these type of expenditures at the right time. Our commitment to make these upgrades has already resulted in increased interest, and we are in active discussions with additional potential tenants for the remaining vacant space. Subsequent to quarter end, our large health insurance company tenant at the company's 55,000 square foot property in Nashville, Tennessee, exercised a 5-year renewal option extending their lease expiration until September 2030. Although we anticipate that leasing will remain choppy, we are pleased that our forward leasing pipeline continues to show strength with more than 1 million square feet in various stages of discussion, negotiation and documentation. These signs of increased interest and traffic are positive, including seeing more interest in our vacant properties from new potential tenants. However, the leasing environment remains very difficult. As we've discussed previously, it remains our expectation that we will continue to carry substantial vacancy for the foreseeable future, as the overall office market slowly recovers. We have made strong headway on our ongoing efforts to reposition our portfolio, and we remain focused on dispositions of vacant and soon-to-be vacant assets that we deem highly uncertain and/or expensive to release. Since the spin, we have sold 18 properties totaling 1.9 million square feet, comprising more than 15% of the portfolio. 15 of these properties were vacant at the time of sale and the remainder had very short remaining leases. Much of the $60.6 million in gross proceeds from these sales was utilized to pay down debt, which has been reduced by $158 million over the same time period. These dispositions have resulted in a material reduction of carry costs and forward expected CapEx, and enabled our team to focus on the properties in the portfolio, where we believe we have strong long-term re-leasing prospects. During the quarter, we closed the sale of a 96,000 square foot vacant property in St. Charles, Missouri for $2.1 million. As of today, we have definitive agreements to sell 1 operating property and 6 nonoperating properties for $39 million. This pipeline is comprised of a vacant property in Denver, Colorado that the buyer intends to redevelop into residential and the former Walgreens' Campus in Deerfield, Illinois that the buyer intends to redevelop into experiential retail. The sale of the Denver, Colorado property is expected to close in the first half of 2025. No closing remains subject to the buyer's completion of due diligence and other conditions outside Orion's control. In addition, we have a 69,000 square foot property under letter of intent for sale. We expect to continue to identify additional properties to market as we move ahead. During the quarter, we agreed to an amendment with the buyer of the Walgreens Campus, including realized purchase price of $27 million, reflecting the adverse impact of market and financing conditions, since we entered into the purchase and sale agreement with them in January 2023. The buyer continues to make significant progress with its redevelopment plans, including signing a letter of intent with a key tenant and has recently increased its at-risk deposits. However, there remains significant uncertainty as to whether and when this sale will close. As I mentioned earlier, given the delays and uncertainty and consistent with the highest and best use of this 37.4 acre campus, a redevelopment play and our desire to reduce carrying costs, we intend to commence demolition of the 6 buildings later this year. As part of the recent amendment, the buyer has agreed to reimburse us for the demolition costs if the sale closes. It continues to be worth noting that although asset sales reduced capital expenditure requirements and operating expense drag in the short term, our smaller asset base will reduce our ability to generate earnings in the future until we can find a path to growth or other strategic alternatives. We remain confident that in the current environment, this is the right approach to maximize the long-term value of Orion, as we continue working to build a core portfolio of well-leased properties in attractive long-term markets with stable cash flows. Maintaining a strong capital structure remains essential to support the necessary investments in our buildings. Therefore, we continue to prioritize a low leverage balance sheet to retain the financial flexibility needed to invest in the remaining portfolio. It will require significant ongoing efforts to execute our repositioning plan and leverage will inevitably rise as we reinvest in our assets. In light of our ongoing efforts, we will continue to evaluate our opportunities and all sources of capital. We are proud of the substantial progress made to date in a difficult operating environment, and our ability to accomplish this while maintaining FFO and Core FFO profitability. As we continue to execute, we remain open and flexible in our approach, including continuing to evaluate strategic opportunities in pursuit of the best outcome for shareholders. With that, I will now turn the call over to Chris. Chris?

Thanks, Paul. I want to start off by highlighting some additional transparency we are providing in our financial disclosures this quarter. First, we have added a variety of property level detail to our supplemental, including occupancy rate, lease rate, weighted average lease term and annualized base rent. We also commenced classifying certain of our properties that are being repositioned, redeveloped, developed or held for sale as nonoperating properties rather than operating properties. Our nonoperating properties are initially compromised of the 6 property, former Walgreens' Campus in Deerfield, Illinois. We believe that separately classifying Nonoperating properties from Operating properties provides better transparency into our portfolio. Moving now to our financial results. Orion generated total revenues of $40.1 million in the second quarter as compared to $52 million in the same quarter of the prior year. We reported a net loss attributable to common stockholders of $33.8 million or $0.60 per share, as compared to a net loss of $15.7 million or $0.28 per share reported in the second quarter of 2023. Core funds from operations for the quarter was $14.2 million or $0.25 per share as compared to $26.9 million or $0.48 per share in the same quarter of 2023. Adjusted EBITDA was $20.5 million versus $32.7 million in the second quarter of 2023. Our lower results year-over-year, while expected, reflect lease expirations the rightsizing our portfolio and associated declining property count. G&A in the second quarter was roughly flat at $4.5 million compared to $4.6 million in the same quarter of 2023. CapEx in the second quarter was $6.3 million compared to $2.2 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 properties. CapEx will likely increase over time as leases roll and tend to draw upon tenant improvement allowances and we upgrade our buildings. We ended the second quarter with $489.3 million of outstanding debt, including $355 million under the fixed rate nonrecourse CMBS loan, due in February 2027, $107 million of floating rate debt on the revolving credit facility and $27.3 million, representing our share of the Arch Street Joint Venture debt, which is scheduled to mature on November 27, 2024. At quarter end, our net debt to annualized year-to-date adjusted EBITDA was 4.92x. We recently paid down our revolver by another $9 million, bringing the total since the spin to $158 million. During the quarter, we exercised our option on our revolving credit facility to extend the maturity 18 months to May 2026. As of the end of the quarter, we had strong total liquidity of $267.9 million comprised to $24.9 million of cash and cash equivalents including the company's pro rata share of cash from the Arch Street Joint Venture and $243 million of available capacity on the company's $350 million revolving credit facility, and tend to maintain significant liquidity on the balance sheet for the foreseeable future to provide the 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 Arch Street Joint Venture debt, the joint venture has 2 successive, 1-year options to extend the nonrecourse loan maturity date until November 27, 2026, subject to satisfaction of certain financial and operating covenants and other conditions. There remains some uncertainty as to whether the joint venture can satisfy the extension conditions, but it has reached a tentative agreement with the existing lenders to extend the loan for 1 year on mutually acceptable terms. We expect to complete the first 1-year extension in the third quarter, although closing is subject to agreement with the lenders on definitive documentation and other contingencies. Turning to our dividend. Orion's Board of Directors declared a quarterly cash dividend of $0.10 per share for the third quarter of 2024, payable on October 15, 2024, to stockholders of record as of September 30, 2024. As it relates to our outlook for 2024, we are narrowing the range of our 2024 guidance expectations for Core FFO and net debt to adjusted EBITDA and reaffirm our expectations for G&A. Core FFO is now anticipated to range from $0.97 to $1.01 per diluted share, up from $0.93 to $1.01 per diluted share. Our net debt to adjusted EBITDA is now anticipated to range from 6.2x to 6.6x, down from 6.2x to 7.0x. Our G&A range of $19.5 million to $20.5 million is unchanged. With that, we will open up the line for questions. Operator?

[Operator Instructions] Our first question has come from the line of Mitch Germain with Citizens JMP.

Lot to digest there with Walgreens Campus. And I'm curious what drove you to the decision to accelerate some of the work rather than delay?

Mitch. There was -- there are a few things. One is -- the project has taken longer than we initially expected. The developer has got some good momentum that's now signed an LOI with a key tenant. So one of the key things that was driving the desire to demolish the building was to reduce our carry costs and to eventually reduce taxes and so on, and so forth at the property. We didn't demolish them before because the developer was getting a TIF in place with the town. That TIF was put in place earlier in the spring and that required the buildings to still be standing. Now the TIF is in place, we are free to demolish the buildings. So we intend to do that this fall. And then obviously, if the developer closes, we expect they will, they'll reimburse us for that demolition costs. And if for some reason, the developer doesn't close, well, we will have taking down buildings that don't really have any functional use at the moment and we'll now just own raw land.

Okay. you've been able to start some significant investment into your properties. After signing leases, in this case, though, you highlighted a pretty significant capital project you're undertaking. Do you anticipate going forward that these capital projects will actually be more aligned with some of your leasing efforts? Now that you're selling some of the buildings that you consider to be non-core. And these buildings that you're leasing are now going to be kind of more core toward the portfolio on a forward basis?

Yes. I think that's exactly right, Mitch. The property in Parsippany, New Jersey, we've had some good tenant interest in there. But what we found as many other office companies have found is that tenants are obviously attracted to amenities and having those amenities in place before they sign the lease. So we are upgrading some of our buildings. The building in Parsippany is one, we're looking at upgrading a few others with relatively modest upgrades that we think will have very significant impacts on demand. Doing it in Parsippany helped us get the lease signed with the law firm there for 56,000 feet. And we also have 2 or 3 other additional tenants that are now very interested in leasing the remaining square footage in that building driven, we think, in large part by the investment we're making in the asset.

Got you. Last one for me. As of these vacancies are absorbed, you have kind of built into your guidance and increase in net debt to EBITDA. Kind of what's the outlook there? I mean, it seems like as your operating income continues to dwindle, we could see that metric move into the 7x area? Is that maybe towards the end part of next year? Is that aligned with your assumptions? Or might be a little too aggressive?

No. I mean I think that's probably right. We haven't forecasted that far ahead yet, Mitch. But I think you correctly identified the two components of it. One is we do have some declining revenue as we've had tenants leave our buildings, and we've absorbed some vacancy and had increased expenses. So obviously, that just by itself pushes debt-to-EBITDA up even though the debt itself isn't particularly rising. Also, there will be some pressure as we invest in new in our properties. So we start putting in tenant improvement allowances, which will eventually generate revenue or we put in upgrades to the building, which we believe will also generate revenue, but that will temporarily increase debt. That could be offset to some degree by additional sales of properties, which we can utilize, obviously, that capital to pay down debt. So we'll see how we go over the next year, but I think it's fair to say, and we did say in our prepared remarks, that we expect our debt-to-EBITDA ratio to rise in the coming periods.

Our final question will come from the line of Jyoti Yadav with Citizens JMP.

I just wanted to ask, what is the sensitivity to the top and the bottom end of your guidance here, the raised one?

Yes. I mean the sensitivities for the top and the bottom of the guidance really the honest review, are not that much. We're at that stage in the year where we sort of know where we think we're going to come out. If we get some tenant reimbursements that we don't expect sort of -- some more onetime items that will push us more towards the top of our guidance. And if we have somewhat more in the way of expenditures, then we expect that would push us towards the low end of the guidance. That of course -- this, of course, all assumes no events that we don't expect. Some credit event, we don't expect or some external event we don't expect. But as far as our guidance is concerned right now, we think we're in a relatively tight range of where we expect to come out.

There are no further questions at this time. I would like to turn the call back over to management for closing remarks.

Thank you all for joining us today, and we look forward to updating you after our third quarter results are published.

Thank you. This does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time. Enjoy the rest of your day.