Orion Office Reit, Inc. (NYSE:ONL) Q4 2021 Earnings Conference Call March 24, 2022 5:00 PM ET
Company Participants
Paul Hughes – General Counsel and Secretary
Paul McDowell – CEO, President & Director
Gavin Brandon – EVP, CFO, Treasurer & Secretary
Conference Call Participants
Edward Reily – EF Hutton
Sheila McGrath – Evercore ISI
Mitchell Germain – JMP Securities
Operator
Hello, and welcome to the Orion Office REIT Fourth Quarter and Full Year 2021 Earnings Call and Webcast. [Operator Instructions].
As a reminder, this conference is being recorded. It’s now my pleasure to turn the call over to Mr. Paul Hughes, General Counsel and Secretary for Orion Office REIT. Please go ahead, sir.
Paul Hughes
Thank you, operator. Good afternoon, everyone. Today, Orion released its financial results for the quarter ended December 31, 2021, filed its Form 10-K 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 www.onlreit.com.
I would like to remind everyone that certain statements made in the course of this call are not strictly historical information and constitute forward-looking statements. These statements, which include the company’s guidance estimates for calendar year 2022 are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
The risks and uncertainties of these forward-looking statements are discussed in our earnings release as well as in our Form 10-K and other SEC filings. You should not place undue reliance on these forward-looking statements, and the company undertakes no duty to update any forward-looking statements that may be made during the course of this 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. Our presentation of this information is not intended to be considered in isolation or as a substitute for the financial information presented in accordance with GAAP.
The company’s earnings release and supplement include a reconciliation of these non-GAAP financial measures to the most directly comparable measures prepared in accordance with GAAP. 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 is 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. Paul?
Paul McDowell
Good afternoon, everyone, and welcome to Orion Office REIT’s Fourth Quarter 2021 Earnings Call. Our first earnings call as a NYSE listed publicly traded company since we spun off from Realty Income on November 12, 2021. We want to thank everyone for joining us today. And importantly, for your patience as we have worked to complete the spin-off, spend time to fully digest the portfolio and assemble the right team to enable us to execute and deliver on our business plan over the coming years.
Given we were a public company for less than 2 months in all of 2021, I will spend some time focusing on our differentiated strategy and the composition of the portfolio, detail some of our accomplishments since November, provide perspective on how we will address some of the company’s potential challenges and wrap up by discussing why we are excited by the many opportunities we are evaluating in the near and longer term to build value for shareholders. Gavin will then touch on some 2021 financial highlights, discuss our balance sheet and dividend and provide insight into our outlook for 2022.
Orion is unique and that we are the only public net lease REIT that is entirely focused on owning a diversified portfolio of mission-critical and corporate headquarters office buildings located in high-quality suburban markets across the United States. The portfolios comprise substantially all of the office properties from Realty Income and VEREIT, who merged in November 2021 and spun us off shortly thereafter. The properties are leased primarily to creditworthy tenants on a mostly net lease basis.
The driving force behind Orion is to provide investors with a specialized opportunity to invest in suburban net lease office properties, given the limited public market focus on this asset type and the compelling macroeconomic and demographic tailwinds that support this asset class. As has been well documented, in recent years, de-urbanization has caused the population shift away from gateway cities towards smaller, primary and secondary markets and nonurban communities.
Large corporations have noted these trends and have begun to relocate or co-locate on new corporate campuses in suburban markets. We are increasingly seeing companies seeking to provide office space closer to where their workforce continues to migrate and believe that pandemic has only served to accelerate these existing trends. The total suburban office market is estimated to be valued at $1 trillion to $1.5 trillion, and we have conviction that Orion is well positioned to capitalize on this large opportunity. Our company has a seasoned leadership team that has a combined over 100 years of net lease office and public REIT experience.
Our starting point is a high-quality, diversified portfolio of 92 properties, representing 10.6 million square feet that is 91.9% occupied with 67.7% investment-grade tenancy as of December 31, 2021. Our largest markets by state are in Texas and New Jersey, which represent 13.1% and 11.3% of our annualized base rent. As of year-end, the portfolio had a weighted average remaining lease term of 4.1 years. And we had 10 properties that were vacant as of January 1, 2022, several of which we consider to be noncore assets.
This portfolio demonstrated a strong track record of tenant retention and re-leasing when owned by Realty Income and VEREIT. While our portfolio today has a relatively short average lease term, we believe that in an improving economic outlook for suburban office, these lease maturities may represent value creation opportunities through active asset management and targeted capital recycling.
Since our spin-off, the coming years, as the only pure-play net lease REIT dedicated to this space, we will be laser-focused on addressing our lease maturities with the goal to meaningfully extend our weighted average lease term for the overall portfolio. We understand and want our investors to understand that in suburban office, these efforts will take time and capital. Though I’m very happy to report that we are already beginning to see positive re-leasing renewal and expansion activity. For example, we are excited that in November 2021, we were able to address the lease at the largest property in our portfolio as measured by annualized base rent as we secured an early 11-year lease extension on favorable terms with Merrill Lynch at our campus in Hopewell, New Jersey.
This lease had accounted for approximately 23% of our scheduled rollover in 2024 and single-handedly increased our weighted average lease term to 4.1 years at the end of the year from 3.4 years before the spin-off. This is exactly the type of proactive asset management we intend to continue in the future.
Furthermore, we have continued to generate leasing momentum. Subsequent to quarter end, at one of our properties in The Woodlands, Texas, we executed a new lease expansion for approximately 41,000 square feet of vacant space with an existing tenant, which now leases 92% of the building on an 11-year lease. At our property in Plano, Texas, an existing tenant executed a 2-year extension, covering approximately 54,000 square feet and at our property in Augusta, Georgia, the existing tenant executed a 5-year extension of the entire approximately 78,000 square foot property.
We acknowledge that we have a large number of leases rolling over the next 3 years, and we have some properties we inherited in the merger that do not fit in our long-term plan. This lease roll and stabilization of the portfolio by disposing of noncore vacant or soon-to-be vacant properties will pressure earnings in the coming years. While this portfolio repositioning will be a challenge and presents risks, many of which we do not control, we see also a potential opportunity to extract value.
Moving forward, we will continue to evaluate all of our markets in each property to determine where it makes sense to invest and where it makes sense to sell. While re-leasing an active asset management of the existing portfolio will be job 1, over time, we intend to meaningfully grow the core portfolio and diversify as circumstances allow. One very important avenue of growth is our joint venture with Arch Street Capital Advisors. Orion’s interest in the joint venture was assumed from VEREIT to our respective teams have strong connectivity and a successful track record.
Together, we have actively pursued accretive transactions to bolster our portfolio. Since inception, the joint venture has acquired 6 assets in 6 states for approximately $227 million. One of those assets is 700 Market Street, a 127,000 square foot office property in St. Louis, Missouri, that has an investment-grade tenant in place on a long-term lease. This property was acquired by the joint venture in December for $30.5 million. As part of our ongoing external growth strategy, we are actively monitoring a number of mission-critical and corporate headquarters office acquisition candidates for both Orion’s own balance sheet and the joint venture with Arch Street.
Capital recycling will also be core to our business as we manage our inherited portfolio. To that end, so far in 2022, we are in various stages of negotiation and agreement to sell 3 assets for approximately $21.4 million and we will continue to selectively dispose of noncore properties that no longer fit our long-term investment objectives. Proceeds from these dispositions will be redeployed to fund new acquisitions, pay down debt as well as for capital investment into the existing portfolio.
We have also made progress to strengthen our balance sheet and enhance our liquidity. Subsequent to quarter end, we refinanced an outstanding short-term bridge loan with a $355 million, 5-year 4.97% fixed rate CMBS loan that is collateralized by 19 properties. Gavin will discuss our capitalization in more detail, but in general, we intend to employ a conservative, mostly fixed rate leverage strategy going forward and will maintain ample liquidity to support our growth plans.
To conclude, we entered 2022 from a position of relative strength. When the company was spun off, we initially chose to focus on tenant retention, leasing vacant space, growing the joint venture and beginning to sell noncore assets. In a few short months, we have made notable progress in all 4 of these areas. We readily acknowledge that there is still plenty of work to do.
The composition of the portfolio will require us to invest capital to retain tenants and fill vacant space and dispose of noncore assets. These factors could also somewhat mute our ability to grow while putting downward pressure on earnings and result in lumpiness in cash flow, depending on the timing of capital spend.
However, we believe active asset management and targeted capital recycling could provide upside if the macroeconomic environment continues to fan demand for our properties in the future. We have a differentiated strategy, an experienced team and the capital in place to execute on this strategy. And importantly, there is a large opportunity in front of us, supported by favorable market dynamics.
Needless to say, we are excited about Orion’s prospects and the value we can create for our shareholders. With that, I will now turn the call over to Gavin. Gavin?
Gavin Brandon
Thanks, Paul. I echo Paul’s comments that we are excited about the progress we have made since our spin-off and expect that we will continue that momentum throughout 2022. I will start by discussing Orion’s GAAP financial results for the fourth quarter of 2021, additionally, because the company’s GAAP results do not include all of the company’s operating properties for the entire 3 months ended December 31, 2021.
I will also be discussing on a supplemental basis pro forma results of operations for the 2-month period from November 1 to December 31, 2021, which are reported in our supplemental report furnished as an exhibit to the Form 8-K we filed today. These results include the results of operations for all of the company’s properties for the full 2-month period and are adjusted to exclude the effects of certain infrequent or nonrecurring items, which can create significant earnings volatility, but which do not directly relate to our core recurring business operations.
Therefore, we believe that pro forma results can help facilitate comparison of operating performance between periods. On a GAAP basis, Orion generated total revenue for the fourth quarter of 2021 of $40.8 million and recorded a net loss attributable to common stockholders of $54.9 million or a loss of $0.97 per share.
For the same period, the company generated core FFO of $26.8 million or $0.47 per share. On a pro forma basis for the 2-month period from November 1 through December 31, 2021, Orion generated total revenue of $36.5 million, net loss attributable to common stockholders of $1.4 million or a loss of $0.02 per share and core FFO of $23.1 million or $0.41 per share.
Turning to the balance sheet. We ended the year with $647.3 million of outstanding debt, including $355 million under the bridge loan, $175 million under the bank term loans, $90 million outstanding under our $425 million capacity revolving credit facility and $27.3 million, representing our pro rata share of indebtedness of the Arch Street joint venture.
On a pro forma basis for the 2-month period, our net debt to annualized adjusted EBITDA was 3.91x. As Paul noted in February, we refinanced our outstanding bridge loan with a $355 million 5-year 4.97% fixed rate CMBS loans. As part of the closing of this loan, we deposited $35.5 million of required lender reserves, primarily for future rent concessions and tenant improvement allowances under the lease for the 19 collateral properties, which was mainly funded using our revolver. As of March 15, 2022, we have total liquidity of $346.4 million, consisting of $334 million of available capacity on the revolver and $12.4 million of cash on hand with 54.9% of our outstanding debt at fixed rate and 27% as swapped to fixed, leaving 18.1% as variable.
With our current liquidity and the expected proceeds from our dispositions, we believe we earn a good financial position to achieve our objectives in 2022. However, we will continue to evaluate all capital allocation options. I wanted to additionally highlight that Orion’s Board of Directors has declared a quarterly dividend of $0.10 per share for the first quarter of 2022 to be paid on April 15, 2022, to stockholders of record as of March 31, 2022. This represents core FFO annualized payout ratio of approximately 23.5% based on the midpoint of the anticipated range for 2022.
The dividend was sized to permit future growth while preserving meaningful cash flow for reinvestment into the current portfolio and for accretive investments. We are also providing the following guidance for 2022 based on current economic conditions and the company’s financial position. For core FFO per share, we are estimating a range of $1.66 per share to $1.74 per share for the fiscal year 2022. Part of our underlying assumptions include G&A ranging from $17 million to $18 million. For net debt to adjusted EBITDA, we are estimating in a range of 4.7x to 5.5x as of December 31, 2022.
We acknowledge that in the coming years as we begin to invest back into the portfolio and make acquisitions, this ratio will rise. From a CapEx perspective, as we’ve discussed in our materials, we will need to invest back into the portfolio in order to secure and drive future leasing. Unlike G&A, which is fairly predictable, CapEx timing will be somewhat lumpy on a quarterly and annual basis and will be dependent on when leases are signed and work is completed on their respective properties.
In the coming years, CapEx will increase as our leases roll over. We will also look to make targeted acquisitions to spur growth, which will additionally be part of our capital allocation decision process. Given we are about a week away from the end of the first quarter of 2022, which will be Orion’s first full quarter of actual results, we can also share that our performance is tracking well towards our full year core FFO guidance range.
With that, we will open the line up for questions. Operator?
Question-and-Answer Session
Operator
[Operator Instructions]. Our first question today is coming from Eddie Reily from EF Hutton.
Edward Reily
Just wanted some clarification on the reporting here. So looking at quarter ended December 31, 2021, where revenues were $40.8 million. So that only includes Realty Income’s operations from October 1 to October 31 and VEREIT and Realty Income’s operations from November to December 31. Do I have that correct?
Gavin Brandon
Yes, that’s correct.
Edward Reily
Okay. So the best way to kind of look at this is looking at the pro forma in November to December?
Gavin Brandon
Yes, that’s right. The historical Realty properties were for the entire quarter, whereas the merger and — happen in November 12, that’s the historical Orion properties — VEREIT properties came in to the portfolio. So that’s why we did the pro forma adjustments to show you 2 months of what the results could be or look like without half the sub period noise within the financials.
Edward Reily
Got you. Makes sense. I guess turning to G&A guidance. You guys guided to $17 million to $18 million. If I take that pro forma and annualize it, I’m coming up with $12 million. Could you kind of help me reconcile the difference there?
Gavin Brandon
Yes. The pro forma doesn’t include the public company costs that we’ve incurred that we will incur for the audit. That’ll be in the 404. It’s also only includes 1.5 months of operations. So a lot of the G&A spend that we have budgeted for — we’re comfortable with $17 million to $18 million for the range.
Edward Reily
Okay. And then on the dividend, the payout ratio just looks a little low relative to peers in the office space at least. Could you give us some color on what the cash might be used for? Is it going more towards new properties or CapEx on existing properties?
Paul McDowell
Yes. Sure. This is Paul. Look, we’ve been pretty clear from the beginning that we set a business plan that doesn’t require us to access the capital markets. And part of that plan is to use our internally-generated capital to help us deal both with our significant rollover and to fund some modest growth either on the balance sheet or in the JV. So we have very good uses of capital over the near term over the next several quarters that we think we can put back into the portfolio or buy assets that will be accretive to all investors.
So that was kind of one of the driving forces behind where we set the dividend. And really, it’s a function of the short weighted average lease term that we have in the portfolio.
Edward Reily
Got you. Got you. And on the renewal rates, it was Merrill Lynch that you guys resigned. Could you give us some color on the direction of those for new leases, whether they’re up or down relative to the older lease?
Paul McDowell
Sure. I can give you a little bit of color. With respect to the Merrill Lynch lease, that’s a huge win for us here at Orion. That’s — we extended that lease by 11 years beyond the original term. So the lease now goes out to about 2035. As a result of that extension, we gave a modest rent concession to Merrill Lynch. And we also gave them some TIs and base building work and which I think equates to about $47 a foot, which is disclosed in our — which is disclosed in our 10-K. So in that circumstance, and as I’ve mentioned in the past before, when we have a very high-quality tenant that’s looking for a long-term lease, we will grant an initial lease — an initial rent concession.
But over time, those rents will grow then they’ll continue to grow to the rate where we get back with Merrill Lynch over time to where they were at the conclusion of their initial lease term.
With respect to the property in Augusta, Georgia, that property is a 5-year lease extension and that’s about flat with the property that we did a 2-year lease extension with that had an increase of 4% or 5%.
Edward Reily
Okay. Got it. Appreciate that color there. And I don’t want to hog the line. So I was wondering if you guys could disclose maybe what the current weighted average lease term is given the subsequent activity to year-end? And then a related question, I guess, the 3 assets that you guys have pending right now were those weighted average leases low? Were those properties vacant? Just wondering if you guys could give us any color there?
Paul McDowell
Sure. So at the end of the year, our weighted average lease term was 4.1 years, we haven’t had material changes to that weighted average lease term during the course of the beginning part of this first quarter. With respect to the 3 properties that we have for sale, those leases in all cases, are materially shorter than our weighted average lease term.
Edward Reily
Okay. Got it. So those — that should hopefully increase your weighted average lease term. Okay. Cool.
Operator
[Operator Instructions]. The final question today will come from Sheila McGrath from Evercore.
Sheila McGrath
I was just wondering on the major lease extension with Merrill, which is good news, how far ahead of lease expiration was that? And did you guys approach them to do this deal? And is that something you’re doing with other tenants right now as well?
Paul McDowell
Yes. Thanks, Sheila. It was about 3 years before the end of their initial lease, which — and then Gary and his team are able to tack on an additional 11 years. So a terrific outcome for us. I will tell you that in general, that’s a little earlier than we normally discuss extensions and renewals.
I think Merrill initially came to us with respect to that extension. That was — it was — as you might imagine, and the size of that transaction was, it was a long negotiation process interrupted at some point by the pandemic. But at the end of the day, we got to a terrific result, which is Merrill Lynch wanted to maintain their occupancy in our properties on a long-term basis, and we are obviously delighted to have them.
Sheila McGrath
And do you expect that you’ll be approaching other near-term expirations to just kind of extend — kind of blend and extend your process?
Paul McDowell
Yes. So, we do that pretty aggressively. Gary and his guys will discuss with tenants as soon as we can. Sometimes those discussions start years in advance, sometimes they start much closer to the end of the lease term. And it’s really a little bit of a balancing act. If we go to a tenant too early with a blend-and-extend, they’re going to want very significant rent concessions for us because they have significant amount of term left. So we just take it on a case-by-case basis with the end goal, of course, being to keep existing tenants in place as much as we possibly can.
Sheila McGrath
Okay. Great. And then for the vacant properties, you mentioned value creation opportunities. Do you envision renovations? Or are any of these properties like the higher and better use alternatives to office? Just curious.
Paul McDowell
Yes. I mean we have — with respect to properties that are vacant or we think are going vacant, they would, I’d say, fall into 2 buckets. Bucket #1 are properties that we like and would intend to keep for the longer term. And then properties that we don’t like, that we don’t think are particularly good for the long-term portfolio.
And that’s largely a function of the way that we got these properties, right, as a result of the merger of Realty Income and VEREIT. We didn’t necessarily pick them. So there are some properties where we have vacancy that we just don’t see a good long-term outlook. So those we will likely sell vacant. The properties that are vacant that we like, we think we’ve got long-term possibilities with, we will do some investment into those properties to make them more enticing to tenants.
There is a strong move towards adding amenities and sprucing up properties and things like that to help draw tenants in. And so we will be doing some of that. With respect to redevelopment, at the moment, we don’t have any properties on the balance sheet that we would expect to redevelop ourselves. Some of the vacant properties that we may sell vacant, those properties may be subject to redevelopment for a higher and better use.
Sheila McGrath
Okay. Great. And then just on the joint venture. For acquisitions, there is less competition, I would imagine, on office right now. And I understand the cap rates will vary based on lease term and the credit of the tenant. But is there any like broad cap rate assumption range that you could frame for us to think about for that — for acquisitions in the venture?
Paul McDowell
Sure. So the acquisition that we made into the venture in December was at about a 6.5% cap. I would say that there is significant competition for net lease office assets when there is in place, good lease on a long-term basis in a reasonably good market. And so we’ve seen cap rates as low as 5.25%, 5.5%, for well-located long-duration product to, call it, 6.5%, 7% for shorter lease terms or maybe somewhat lesser credit.
Operator
Our next question is coming from Mitch Germain from JMP.
Mitchell Germain
Sorry about that. I’m curious about the tenant decision-making process you talked about not going to tenants too early, from experience, I’m hearing tenants unwilling to make decisions too early, obviously, given the fact that we’ve got different strains of the pandemic that are impacting tenant plans. So just kind of — are tenants willing to sign leases and negotiate or is there a hesitation on their part to sign anything until they have clarity as to what’s happening in the world?
Paul McDowell
The answer is tenants are willing to sign — negotiate and sign leases with us. And we’ve had some good experience with that recently as we sort of spelled out with respect to Merrill Lynch and our properties in Augusta, Georgia and so on and so forth. But I will say that what we found during the pandemic is that the decision-making process is longer than it ever was before. So while we’re able to engage with tenants and they are starting to think that they’re about their long-term prospects in a property, getting them to the decision where they agreed to sign a lease is taking somewhat longer than it used to.
I’ll say now as the pandemic starts to fade, and we hope disappear a bit into the rearview mirror, what we are starting to hear a lot more about is people coming back to the office on a mandatory basis, whether it’s 2-days a week, 3-days a week, 4-days a week or more, more and more companies are starting to bring their employees back. And as they bring their employees back, that helps them understand their space plans better. So looking forward, we think that pace of decision-making will pick up. But so far, we’ve had pretty good success in re-tenanting the properties where we think or re-leasing to existing tenants where we think the tenant wants to stay.
Mitchell Germain
And what about the willingness to allocate capital and take on maybe shorter duration leases. Is that something that you’re willing to do if you’re comfortable with the real estate or likelihood is you’re going to probably look to mitigate some of that risk with lease term?
Paul McDowell
Yes. I think, Mitch, we’ll probably — for new acquisitions, we’ll likely look to mitigate that risk with lease term. And that’s not because we don’t know how to do it. We do, but we have a very short weighted average lease term — average weight lease term in the portfolio now. So we’ve got a bunch of short-term leases that we got to deal with now. So we’re focused on those. And I think as we add incremental assets, at least in the intermediate future, they’ll be on the longer-dated variety.
Operator
We reached the end of our question-and-answer session. I’d like to turn the floor back over to Mr. McDonald this time for any further closing comments.
Paul McDowell
Thank you all for joining us on our first earnings call, and we look forward to speaking with you again in May. Thank you.
Operator
Thank you. That does conclude today’s teleconference and webcast. You may disconnect your line at this time, and have a wonderful day. We thank you for your participation today.
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