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

Greetings, and welcome to Orion Properties Fourth Quarter and Full Year 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 and year ended December 31, 2024, filed its annual report on Form 10-K with the Securities and Exchange Commission and posted its earnings supplement to its website at onlreit.com. During the call today, we will be discussing certain forward-looking statements such as the company's guidance estimates for calendar year 2025, which 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-K and other SEC filings, and 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, which are not a substitute for financial information presented in accordance with GAAP, 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. Hosting the call today are Orion's Chief Executive Officer, Paul McDowell; and Chief Financial Officer, Gavin Brandon. And joining us for the Q&A session are Gary Landriau, 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 Properties fourth quarter earnings call. Today, I will provide a recap on the quarter and full year 2024 and then speak to the business and the direction we plan to take the company. Following my remarks, Gavin will review our financial results and provide our outlook for 2025. The highlight of the year was leasing. As we exited 2024, there is no question that the overall market tone was improving, which was reflected in our leasing performance, which totaled about 1.1 million square feet. This was more than 4x the leasing we delivered in 2023. A great example of this positive momentum was our approximately 136,000 square foot Hasbro property in downtown Providence, Rhode Island. Last year, Hasbro notified us that they were moving out of this Class A building, and after a brief but intensive marketing effort, we were able to backfill the entire building almost immediately with a long-term 11-year lease to Rhode Island's largest health system Lifespan Corporation, now called Brown University Health. Hasbro's lease expired in early February, and we expect Lifespan's lease to commence roughly 60 days thereafter. Overall, we signed 287,000 square feet of new leases in 2024, which is more than 13x the new leases signed in 2023 at 21,000 square feet. This year has started with a robust pipeline of potential new and renewal leasing transactions. We exited 2024 with a portfolio weighted average lease term or WALT that now stands at 5.2 years, up from 4 years at the same time last year, which reflects our stabilizing portfolio. Renewal rent spreads for 2024 leasing activity were down 6.6%, primarily because of 1 lease renewed in the fourth quarter with significant rent roll down. These pressures on rent spreads reflect the significant competition we face to retain and find new tenants in specific markets. However, renewal rent spreads on a GAAP or average rent basis due to annual rent bumps over the lease terms are positive by just over 2%. Given the smaller size of our portfolio, this figure will be quite volatile quarter-to-quarter and even year-to-year as we lease individual properties. Another key accomplishment I want to highlight is that Orion has weathered the intensive lease rollover of the past 3 years, particularly in 2024, when we had close to $40 million in annualized base rents scheduled to expire. Looking ahead, while we will still face significant lease expirations and rollover risk, we anticipate the combined pace of lease-up and disposition of vacant properties will exceed the pace of tenant move-outs and our portfolio occupancy will begin to rise after this year. We have made significant progress in reorienting our portfolio since our spin, and we believe that 2025 and into 2026 will be the nature of our revenue and core FFO earnings declines followed by accelerating revenue and earnings growth as we move into 2027 and thereafter. Overall, we have delivered against our strategic plan even as the broader office markets have seen a historic collapse in demand. However, as we've observed the events of the past 3 years and their impacts on our portfolio, we have noted a significant trend that we believe we can capitalize on over time to build a more stable, long-duration property mix. During this period, we have experienced historically high nonrenewals in many of our traditional or generic office properties as tenant space needs have shrunk due to the work from home and other phenomenon. While at the same time, we have had good success renewing tenants who occupy our dedicated use assets that have an office component. We believe that owning properties where our tenants conduct business that cannot be replicated from home or other generic office locations will have higher usage, stronger rents and higher likelihood of lease renewal thus stabilizing cash flows and increasing our growth profile. These dedicated use assets, or DUA, have other attractive features that we believe enhance tenant stability, such as significant tenant investment in FF&E and strategic placement near dedicated workforces in addition to other attributes. Our DUA property focus will include medical, lab, R&D, flex and non-CBD government, all property types we already own. A good example of this property type is the Valent Lab and office property that we added in San Ramon, California during the third quarter. As we execute on this shift in strategy, we intend to continue to move away from generic office properties that has already been well underway as we have aggressively sold these types of properties as they have become vacant. At year-end, approximately 32% of our properties measured by annualized base rent or 25% as measured by total square footage, our dedicated use. As we move ahead, we intend to gradually increase this percentage over time through property sales of traditional office, including both vacant and stabilized assets and selectively adding DUA properties in their place. In connection with this strategy shift, as we announced earlier today, we are re-branding the company name to Orion Properties, which we believe better reflects the company's current portfolio mix and the direction away from traditional office toward our focus on dedicated use assets as we move forward. We recognize as a smaller-sized REIT that G&A as a percentage of assets and revenues is of particular importance. Accordingly, together with our corporate re-branding and strategy shifts, we have made various changes to more effectively align our G&A cost. Examples of savings include restructuring the composition of the team and responsibilities to streamline operations and more effectively manage G&A. We will incur a restructuring charge in 2025 related to these changes. One of the changes I want to acknowledge directly is the retirement of Gary Landriau, our Chief Investment Officer, effective June 30. Gary and I have worked together closely for nearly 30 years at Orion and its predecessor companies, and I want to thank him personally for all his contributions, which have been immense. He is an outstanding professional, and we will miss him. Luckily, we have a strong bench here at Orion, and it is our intention to reallocate his responsibilities to the team already in place. To allow for transition, following his retirement, Gary will remain in a consulting role at Orion through January 2026. We also expect to make additional changes to further streamline our efficiency and team as we move through the year, but none will be as impactful financially as the roughly $1 million of annualized savings we will be able to realized upon Gary's retirement. Further to our commitment to aligning G&A, Gavin and I have both foregone any salary increase for this year. We are severely limiting promotions and average salary increases for the remainder of Orion's employees in 2025 will be below inflation. Even with these measures, it is important to understand we need to maintain the team to both run a public company and manage our portfolio, which is increasingly becoming more management-intensive as more properties become multi-tenant. Importantly, these efforts should enable us to keep G&A flat year-over-year despite continued inflationary pressures on costs across the board. While market leasing tone is improving, it is from a very low base, and there remain a myriad of challenges ahead for all suburban office property owners, including Orion. We expect tenant concessions to remain high and rents to remain pressured on both renewals and re-tenanting. Additionally, it remains to be seen how objectives of the new presidential administration will impact our GSA portfolio, though we remain cautiously optimistic as nearly our entire portfolio is in the firm term and none is in the immediate Washington, D.C. area. Accordingly, as we've been communicating for more than 3 years, Orion needs to maintain liquidity, although we will inevitably see debt levels rising on both an absolute and debt-to-EBITDA basis in coming years, offset by anticipated earnings growth in the out years. We expect to further pay our portfolio through accelerating asset sales in 2025 focused on traditional office. We are continuing to evaluate our best exit strategy for the former Walgreen campus in Deerfield, Illinois and expect to demolish the outdated office buildings this spring to lower our cost of carry, should we decide to continue to own the land in anticipation of future development. In the fourth quarter, we also extended the mortgage loan financing on our Arch Street Joint Venture portfolio for 1 year until November 2025. We have also recently extended the Sysmex lease in the joint venture portfolio by 10 years and made a member loan to the joint venture at 15% annual interest to fund a modest pay down of the mortgage loan and the Sysmex leasing costs in connection with the extension. We had $9.2 million receivable under the member loan as of March 5, 2025. We structured this loan to pay interest and principal monthly from excess cash flows from the 6 properties in the joint venture portfolio, thus reducing our repayment risk. As part of our ongoing efforts to retain capital to execute on the business plan and accelerate our pathway to earnings growth, we are constantly evaluating our sources and uses of capital, including our dividend, which is our cheapest source of capital. While the current dividend is well covered on a core FFO basis, the Board of Directors has approved a new dividend of $0.02 per share beginning with the first quarter. The change to the dividend payout is consistent with the strategic change we are announcing today as we seek the lowest cost of funds to help us maintain and grow existing tenancy, continue to shift towards more dedicated use assets and efficiently refinance our debt obligations as they come due in 2026 and 2027. As we enter 2025, we will continue to invest capital in well-located properties we believe will generate strong sustained cash flow in our target growth markets and property type. During the year and in the coming years, we will need to fund capital expenditures to enhance the long-term value and to ensure we can continue to lease our properties and keep current tenants and attract new companies. This strategy is the reason we have remained highly disciplined in reducing debt and maintaining a low leverage balance sheet over the past 3 years. Given last year's strong leasing in our growing pipeline this year, we are beginning to realize the benefits of some of our past investments. That said, in 2025, the impact of the rise in interest rates, the 19 properties we have sold and the vacancy we carry from lease rollover of the last few years will pressure cash flow as we have previously communicated. Importantly, we remain profitable from an FFO and core FFO per share basis. As I shared earlier, we believe that 2025 and into 2026 we'll be at the bottom. And beyond this year and in 2027, we will start to show flat-to-modest growth in many key metrics as newly leased space begins generating income and as associated vacant carry cost decline. We are quite energized that this transformation will position the company to grow meaningfully in the future and encouraged that the leasing momentum will continue to contribute to stabilization of our portfolio. With that, I will pass the call to Gavin.

Thanks, Paul. I will start by discussing Orion results for the fourth quarter and full year and then provide our 2025 financial outlook. Orion generated total revenues of $38.4 million in the fourth quarter as compared to $43.8 million in the same quarter of the prior year. We reported a net loss attributable to common stockholders of $32.8 million or $0.59 per share as compared to a net loss of $16.2 million or $0.29 per share reported in the fourth quarter of 2023. Core FFO for the quarter was $10.2 million or $0.18 per share as compared to $18.5 million or $0.33 per share in the same quarter of 2023. Adjusted EBITDA was $16.6 million versus $24.6 million in the same quarter of 2023. The changes year-over-year are primarily related to vacancies and the timing of leasing activity. For the full year, Orion's revenues were $164.9 million and a net loss attributable to common stockholders was $103 million, or a net loss of $1.84 per share. Core FFO was $56.8 million or $1.01 per share. Adjusted EBITDA for the full year was $82.8 million. G&A in the fourth quarter came in as expected at $6.1 million compared to $5.5 million in the same quarter of 2023. The change was primarily due to higher compensation expenses as a result of annual merit increases at the beginning of 2024, the hiring of 1 additional headcount during the year to support our leasing efforts, along with an additional year of noncash equity-based compensation expense. As it relates to equity-based compensation expenses, our awards have a 3-year vesting period. In 2023, there are only 2 years' worth of equity grants being expensed. And at the end of 2024, the company had 3 years' worth of equity grants being expensed. As a result, the future year-over-year variances are not expected to be significant. CapEx in the fourth quarter was $8.2 million compared to $7.4 million in the same quarter of 2023, and 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 new and existing tenants draw upon tenant improvement allowances. G&A for the full year was $20.1 million, building updates, tenant improvements and leasing costs were $24.1 million. Turning to the balance sheet. We ended the year with total liquidity of $247 million, comprised of $16 million of cash and cash equivalents, including the company's pro rata share of cash from the Arch Street Joint Venture and $231 million available capacity on the credit facility revolver. As Paul discussed, we intend to maintain significant liquidity on the balance sheet for the foreseeable future to fund expected capital commitments to support our leasing efforts and provide the financial flexibility needed to execute on our business plan over the next several years. During the fourth quarter of 2024, the company financed the San Ramon, California property acquired for $34.6 million in September 2024, with an $18 million 7-year 5.9% per annum fixed rate mortgage loan. In addition, the Arch Street Joint Venture elected its first option to extend maturity date on its mortgage debt an additional 12 months until November 27, 2025. We ended the year with $518.3 million of outstanding debt, including a $355 million CMBS loan that a securitized mortgage loan collateralized by 19 properties, $119 million of floating rate debt on the credit facility revolver, $18 million of the mortgage loan for the San Ramon property and $26.3 million, representing our share of the Arch Street Joint Venture mortgage debt. During 2024, the company elected its option to extend the maturity date on the credit facility revolver for an additional 18 months until May 12, 2026. At year-end, our net debt to adjusted EBITDA was 6.06x. And since the spin, we have repaid $146 million of the outstanding balance on the credit facility. On March 4, 2025, Orion's Board of Directors declared a quarterly cash dividend of $0.02 per share for the first quarter of 2025, payable on April 15, 2025, to stockholders of record as of March 31, 2025. Turning to the 2025 outlook. As Paul stated, over the last few years, our financial results have been significantly impacted by significant lease expirations, and we have incurred increased vacant carry cost as a result. We expect vacancies to continue throughout 2025, and we believe we will be in the bottom in 2025 and into 2026 as it relates to vacancies while we continue to focus on reducing vacant carry costs by leasing of vacant assets or disposing of the assets we no longer want to own. Turning to our guidance. Our core FFO for 2025 is expected to range from $0.61 to $0.70 per diluted share. Additionally, our G&A for 2025 is anticipated to range from $19.5 million to $20.5 million, which is the same range we provided in our 2024 outlook. Net debt to adjusted EBITDA is expected to range from 8.0x to 8.8x. Excluding noncash compensation, we expect 2025 G&A will be in line or slightly better than 2024. We also do not expect G&A to rise significantly in the outer years, including noncash compensation. As a percentage of revenue and total assets, our G&A remains in line with other similarly sized public REITs. With that, I will open the line for questions. Operator?

[Operator Instructions] Our first question today comes from Mitch Germain of Citizens Capital Markets.

Paul, what gives you the confidence that 2026 is going to start a rebound?

Well, as you might imagine, we work intensively with the portfolio and then looking at our trends in leasing and where we expect we can sell vacancy and a variety of other factors. And when we look at our results looking backwards in 2025, the leasing momentum -- in '24 rather, and the leasing momentum we have going into 2020 (sic) [ 2025. ] We're starting to see the portfolio stabilize. We have disposed of or continue to dispose of the generic or traditional office properties that we don't think have got strong re-leasing opportunities. And so the core portfolio we have left, we think is stable and that stability is increasing over time. And as that stability increases and we lease up some more vacancy, we expect to see revenues and then, of course, bottom line core FFO turn the corner in '25 or during '26 depending on a variety of factors.

Got you. If I think about your strategic shift that you referenced on the call and in your press release, I'm trying to understand, you said about 1/3 of the portfolio now fits that category. So is the thought that over the next 36 months to the extent whether it's vacant or occupied, you're going to be pursuing a pretty significant amount of asset sales. Is that the way to think about how the plan is going to evolve over the course of the next couple of years?

Yes. I think that's exactly right, Mitch. Of course, it will be dependent upon where capital markets, where this rather give us opportunity. But our goal is over time, as we've been doing, by the way, over the past couple of years, we've been pretty aggressive about trying to sell some of the outdated office properties -- traditional office properties that we own, and we've had quite good success in renewing what we call dedicated use assets, whether they be government or flex. So we expect that trend to continue. So we're going to look to sell vacancy to the extent that we have appetite to add additional properties, will add additional dedicated use assets, and we'll also look at selling some of the stabilized assets we have and replacing those traditional stabilized office buildings with longer-dated dedicated use assets. And the goal is to grow the portfolio over time and shift the portfolio over time to one where we have a longer weighted average lease term and where we have greater confidence in the long-term durability of the cash flows from the assets.

Got you. Talk to me about the transaction with the joint venture. In reading the K, it seemed like the partner had no capital, they're unwilling. I mean what's specifically happening there? And what gives me confidence about Arch Street's kind of commitment to that venture on a longer term?

Right. Well, we -- let me stress, we've maintained a very strong relationship with Arch Street, and they have been a good partner to us. They are essentially a capital aggregator, and they have aggregated capital in Middle Eastern countries for the initial investments in these properties. With the initial expectation back when the joint venture was first put together at VEREIT would be that there would be no additional capital calls on those investors. I think that's what when Arch Street or their partners Gatehouse were selling it to their investors was essentially, let's invest in long-dated office properties, and you'll enjoy the capital returns associated with those and eventually a return of capital. Markets have changed, and we're now entering a period where we need to renew leases in place, extend financing, and it's difficult for them to access additional capital for those reasons. So rather than fire sale of the portfolio, which we think doesn't make any sense at all. We made a loan to the JV at a 15% interest rate. So we believe we're being appropriately compensated for the risk. And that loan amortizes quickly from the cash flows from the existing assets, which have a weighted average lease term now of about 6 years and are 100% occupied. So I think the loan amortizes at the rate of about $600,000-or-so per month. So we're getting our money back quite quickly, and we feel very comfortable with respect to that.

Got you. Okay. Last for me, maybe just some nuance on the economics surrounding, the assumptions surrounding the outlook. Is the restructuring charge in the G&A, or is that going to be smoothed out when you look at bottom line next year?

Mitch, this is Gavin. We're going to add that restructuring charge back into core FFO. So it will be smoothed out throughout the year.

There are no additional questions at this time. I'd like to turn the call back to Mr. McDowell for closing remarks.

Thank you, everyone. We appreciate the extended time today, and we look forward to updating you on our first quarter results in May.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.