Orion Office REIT Inc. Price & Performance (ONL)

Orion's earnings release and supplement include a reconciliation of reconciliation of these non GAAP financial measures to the most directly comparable GAAP measure, Hosting the call today are Orion's Orion Chief Executive Officer, Paul McDowell and Chief Financial Officer, Gavin Brandon. And joining us for the Q and A session are Gary Landryau, 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 twenty twenty four, 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 was reflected in our leasing performance which totaled about 1,100,000 square feet. This was more than four times the leasing we delivered in 2023. [indiscernible] 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, were able to backfill the entire building almost immediately LifeSpan Corporation now called Brown University Health. Hasbro's lease expired in early February and we expect LifeSpan's lease to commence roughly sixty days thereafter. Overall, we signed 287,000 square feet of new leases in '20 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 five point two years up from four 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 one lease renewed in the fourth quarter with significant rent roll down. These pressures on rent spreads reflect the significant competition we face to 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 three years. Particularly in 2024, when we had close to $40,000,000 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 will be the nadir 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 market have seen a historic collapse in demand. However, as we have observed the events of the past three 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 phenomena.

While at the same time 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 These dedicated use assets or DUA have other attractive features that we believe enhance tenant stability such as significant tenant investment in FF and E, and strategic placement near dedicated workforces in addition to other attributes. Our DUA property focus will include medical, [indiscernible] R and D, flex, and non CBD government. All property types we already own. A good example of this property type is the Valant 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 or 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 rebranding 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 out We recognize as a smaller size REIT that G and A as a percentage of assets and revenues is of particular importance. Accordingly, together with our corporate rebranding and strategy shifts, we have made various changes to more effectively align our G and A costs. Examples of savings include restructuring the composition of the team and to streamline operations and more effectively manage G and A. We will incur restructuring charge in 2025 related to these changes. One of the changes I want to acknowledge directly is the retirement of Gary Landryau, our Chief Investment Gary and I have worked together closely for nearly thirty 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. 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 $1,000,000 of annualized savings we will be able to realize upon Gary's retirement. Further to our commitment to aligning G and 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 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 and 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 though we remain cautiously optimistic as nearly our entire portfolio is in the firm term and none is in the immediate Washington DC area.

Accordingly, as we've been communicating for more than three 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 pair 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 Art Street joint venture portfolio for one year until November 2025. We have also recently extended the Sysmax lease in the joint venture portfolio by ten 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 $9,200,000 receivable under the member loan as of 03/05/2025. We structured this loan to pay interest and principal monthly from excess cash flows from the six properties in the joint venture port As part of our ongoing efforts to retain capital to 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 tenants continue the 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 in our target growth markets and property type. During the year and in the coming years, 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 attracts 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 three years. Given last year's strong leasing and 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 will be at the bottom and beyond this year and into 2027, will start to show flat to modest growth in many key metrics as newly leased space begins generating income and as associated vacant carry 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's results for the fourth quarter and full year and then provide our 2025 financial outlook. Orion generated total revenues of $38,400,000 in the fourth quarter as compared to $43,800,000 in the same quarter of the prior year. $0.18 per share as compared to 18,500,000.0 or $0.33 per share in the same quarter of 2023. Adjusted EBITDA was $16,600,000 versus $24,600,000 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 $164,900,000 and a net loss attributable to common stockholders was $103,000,000 or a net loss of $1.84 per share Core FFO was $56,800,000 or $1.01 per share adjusted EBITDA for the full year was $82,800,000 G and A in the fourth quarter came in as expected as $6,100,000 compared to $5,500,000 in the same quarter of '23.

The change was primarily due to higher compensation expenses, as a result of annual merit increases at the beginning of twenty twenty four the hiring of one additional headcount during the year to support our leasing efforts, along with an additional year of non cash equity based compensation expense. As it relates to equity based compensation expenses, our awards have a three year vesting period. In 2023, there are only two years' worth of equity grants being expensed. And at the end of 2024, the company had three 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 $8,200,000 compared to $7,400,000 in the same quarter of 2023. And as we've previously discussed, CapEx timing is dependent on when leases are signed work is completed on properties. CapEx will likely increase over time as leases roll and new and existing tenants drop on tenant improvement allowances. G and A for the full year was $20,100,000 dollars dollars Building updates, tenant improvements and leasing costs were $24,100,000 We ended the year with total liquidity of $247,000,000 comprised of $16,000,000 of cash and cash equivalents including the company's pro rata share of cash from the R Street joint venture and $231,000,000 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 twenty twenty four, the company financed the San Ramon California property acquired $34,600,000 in September 2024 with an $18,000,000 seven year 5.9% per annum fixed rate mortgage loan. In addition, the Arshie joint venture elected its first option to extend maturity date on its mortgage debt an additional twelve months until 11/27/2025. We ended the year with $518,300,000.0 of outstanding debt including a $355,000,000 CMBS loan that is securitized mortgage loan collateralized by 19 properties, dollars 119,000,000 of floating rate debt on the credit facility revolver dollars 18,000,000 of the mortgage loan for the San Ramon property, and $26,300,000 representing our share of the Arc 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 eighteen months until 05/12/2026. [indiscernible] At year end, our net debt to adjusted EBITDA was 6.06 times and since the spin, we have repaid $146,000,000 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 twenty twenty five, payable on 04/15/2025 to stockholders of record as of 03/31/2025. 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 costs 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 up 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 $0.7 per diluted share. Additionally, our G and A for 2025 is anticipated to range from $19,500,000 to $20,500,000 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 non cash compensation, we expect 2025 G and A will be in line or slightly better 2024. We also do not expect G and A to rise significantly in the outer years, including non cash compensation. [indiscernible] As a percentage of revenue and total assets, our G and A remains in line with other similarly sized public REITs.

With that, I will open the line for questions. Operator? Thank you. At this time, we'll be conducting a question and answer session. Our first question today comes from Mitch Germain of Citizens Capital Markets.

Please proceed with your question.

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

Good morning, Mitch. 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 twenty '4 and the leasing momentum we have going into 2025, you know, we're starting to see the portfolio stabilize. Where 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 [indiscernible] 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 2026 depending on a variety of factors.

Got you. You. If I think about your strategic shift that you're referenced on the call and in your press release, I'm trying to understand, you said about a third of the portfolio now fits that [indiscernible] So is the thought that over the next thirty six months To the extent whether it's vacant or occupied, you're going to be pursuing a significant amount of asset sales. Is that the way to think about how the 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 the real estate markets rather give us opportunity But our goal is over time is 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 asset, 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 we have appetite to add additional properties we'll 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 where we have greater confidence in the long term durability of the cash flow. 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 Art Street's kind of commitment to that venture on a longer term.

Right. Well, let me stress, we maintain a very strong relation [indiscernible] 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 Vareek would be that there would be no additional capital calls on those investors. I think that's what when Art Street or their partners GateHouse were selling at 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 that for those reasons. So rather than fire sale the portfolio, we 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 six years. And are 100% occupied.

So I think the loan amortizes the a rate of about $600,000 or so per month. [indiscernible] 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 assumptions surrounding the outlook Is the restructuring charge in the G and A or is that going to be smoothed out when you look at bottom line? Next year?

Hey, 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.

Great. Thank you very much.

Thank you, Mitch.

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.