Good morning and welcome to the Office Properties Income Trust Third Quarter 2020 Earnings Call. [Operator Instructions] Please note this event is being recorded..

I would now like to turn the conference over to Olivia Snyder, Manager of Investor Relations. Please go ahead. .

Thank you and good morning, everyone. Thanks for joining us today. With me on the call are OPI's President and Chief Executive Officer, David Blackman; Chief Financial Officer and Treasurer, Matt Brown; and Vice President and Chief Operating Officer, Chris Bilotto.

In just a moment they will provide details about our business and our performance for the third quarter of 2020, followed by a question-and-answer session with sell-side analysts..

First, I would like to note that the recording and retransmission of today's conference call is prohibited without the prior written consent of the company..

Also, note that today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws.

These forward-looking statements are based on OPI's beliefs and expectations as of today, Friday, October 30, 2020, and actual results may differ materially from those that we project. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call.

Additional information concerning factors that could cause those differences is contained in our filings with the Securities and Exchange Commission or SEC, which can be accessed from our website opireit.com or the SEC's website. Investors are cautioned not to place undue reliance upon any forward-looking statements..

In addition, we will be discussing non-GAAP numbers during this call, including normalized funds from operations or normalized FFO, cash available for distribution or CAD, adjusted EBITDA and cash basis net operating income or cash basis NOI.

A reconciliation of these non-GAAP figures to net income are available in our supplemental operating and financial data package, which also can be found on our website..

In addition, we will be providing guidance on this call, including normalized FFO and cash basis NOI.

We are not providing reconciliation of these non-GAAP measures as part of our guidance, because certain information required for such reconciliation is not available without unreasonable efforts or at all, such as gains and losses or impairment charges related to the disposition of real estate..

Now, I will turn the call over to David. .

Thank you, Olivia and good morning. Welcome to the third quarter earnings call for Office Properties Income Trust, where we are pleased to say that OPI continues to deliver strong operating and financial results..

This morning we reported normalized FFO of $1.30 per share, which exceeded our guidance range and consensus estimates for the quarter. Year-over-year, we generated same property cash NOI growth of 1.7% and increased CAD by 15.4%..

The duration of the pandemic and resulting effects on office usage remain uncertain. However, we are encouraged by this quarter's leasing activity having entered 595,000 square feet of new and renewal leases for a 31% roll-up in rent and a weighted average lease term of more than 10 years..

Chris will provide more detail on these results, but we are pleased to be able to execute leases for a longer average duration than our portfolios average remaining term..

Consolidated portfolio occupancy remains above 91% and we are focused on proactive communication with our tenants to understand their needs, including plans for returning to the office with an overall goal of driving tenant retention..

Certain technology companies have made headlines by offering more permanent remote work options at a cost, but we still believe that a hybrid model of both in-person and remote work will suit most general office users.

OPIs exposure to technology companies is primarily comprised of hardware tenants that use their space for a mix of office, R&D, assembly and showroom, and accordingly have less ability to allow permanent remote work than an Internet or software company..

In addition, our government tenants has many high security or public-facing requirements that restrict a significant move towards remote work. The building of a company culture, collaboration, mentoring and career development is also a key focus for many tenants as they consider long-term plans..

As Matt would discuss in greater detail, we continue to benefit from our high credit quality tenant base and the strategic nature of our properties as evidenced by our strong rent collection of 99% for the third quarter and granted rent deferrals that are largely unchanged from the second quarter..

Our balance sheet remains strong and is well positioned to weather our nation's ongoing economic challenges. Leverage remains at the low end of our targeted range and liquidity improved as a result of our senior note offering where proceeds were used to repay all amounts outstanding on our $750 million unsecured revolving credit facility..

In October, we completed the previously announced sale of a 4-property business park in Fairfax, Virginia for $25.1 million, increasing sales under our capital recycling program to approximately $110 million.

In aggregate, we have sold 10 properties this year that contained approximately 906,000 square feet at an average age of 21 years and average occupancy of 92% and a weighted average lease term of 6.2 years.

The sales also eliminated approximately $30.2 million of budgeted capital over the next 5 years and resulted in a 5-year average cash contribution yield of 3.6%..

10 properties containing approximately 1.8 million square feet have been added to our capital recycling program, which remains focused on reducing OPI's aggregate capital needs, improving the average age of our properties, better positioning us to increase rents and improving the likelihood of renewing leases all in an effort to grow CAD and our ability to increase the dividend over time..

As we evaluate the reinvestment of disposition proceeds, we continue to focus on properties that are mission-critical to tenants. This includes single-tenant headquarters and buildings leased to the government. We also favor high security government buildings and tenant uses where remote work is less likely.

These types of users may include technology companies with hardware components, life science and medical office buildings..

As Matt will discuss, our quarterly distribution to shareholders remain secure, as evidenced by our rolling 4 quarters CAD payout ratio of just under 60% compared to our target payout ratio of 75%..

I'll now turn the call over to Chris to review leasing and operations.

Chris?.

Thank you, David, and good morning everyone. We are encouraged by our operating and leasing results for the third quarter against the backdrop of ongoing uncertainty around the speed of the economic recovery and the long-term impact on office real estate..

Despite some of the trends across the broader market, it is worth noting a few key portfolio highlights for OPI. First, leasing activity continues to increase with an active pipeline of 3.1 million square feet, nearly double the pipeline from Q1 2020 and a 45% increase from Q2 2020.

Second, the third quarter marks the fifth consecutive quarter of positive rent roll-up for completed leases which is expected to continue through at least the balance of 2020. Third, our weighted average lease term for completed lease activity since Q1 2019 is 7.5 years, on pace with our business plan to improve the overall portfolio composition..

Turning to our results. During the third quarter, we completed 595,000 square feet of new and renewal leasing with a weighted average roll-up in rent of 31%, a weighted average lease term of 10.6 years and leasing capital per square foot per lease year of only $0.99.

This roll-up is primarily the result of a new 10,000 square foot lease located in Chesapeake, Virginia and 98,000 square foot renewal with our primary tenant located at 251 Causeway in the Boston CBD and a renewal with a tenant located in our Naperville, Illinois building for 58,000 square feet..

Year-to-date, our leasing activity has generated a weighted average roll-up in rent of 8% and a weighted average lease term of 7.1 years. We ended the quarter with occupancy of 91.2%, a 50-basis point decrease from last quarter, but in line with our expected results..

As noted earlier, our leasing pipeline remains active with discussions covering 3.1 million square feet with roughly 400,000 square feet current activity that is in advanced stages of negotiation, and more than 300,000 square feet that could absorb vacant space across the portfolio.

As a result, we expect to close out the year with a roll-up in rent of close to 7% and occupancy around 91%..

Turning to upcoming expirations. As we look to our 2021 expiration schedule, we have 7% of our annualized rental income that is expected to vacate.

We have previously communicated or disclosed known move-outs for tenants at 20 Massachusetts Avenue in Washington DC and Technicolor in Huntsville, Alabama, which represent more than half of the annualized rental income at risk for 2021.

The remaining at-risk rental income of 3.3% is largely attributable to 2 buildings located in Fresno, California and Plantation, Florida..

For each of these properties, we have either commenced the marketing strategy for leasing, have plans for a larger repositioning to grow NOI or have identified the property for capital recycling..

we have 2 GSA tenants in buildings located in Fresno, California and Plantation, Florida. Our tenant in Fresno, California expires in Q4 2021 and represents 1.4% of annualized rental income.

While we expect the tenant will decommission its use for the building, the tenant has not provided notice on the timing for an exit and we believe it is probable that tenant will remain in its space into 2022. We have included this building as part of our capital recycling program..

In Plantation, Florida we opportunistically elected not to renew the GSA, given their need to reduce space in the building and the market illustrating strong fundamentals with larger private sector users and the ability to drive more favorable net effective rents. As such, we have commenced marketing to re-lease the building.

The GSA represents 80 basis points of annualized rental income and is scheduled to expire in Q2 2021. However, recent conversations indicate a Q3 2021 exit is more likely..

With our property located in Washington DC, the tenant is scheduled to vacate at the end of the first quarter.

As previously discussed, this building is located in the Capitol Hill submarket, which is one Block from Union Station and provides for an opportunistic redevelopment strategy to reposition the property as a Class A mixed use building with the addition of 2 floors.

Upon completion, we anticipate a stabilized return on cost of 8% to 10%, and we'll have more information available on leasing and confirmation of project plans in the upcoming quarters..

Lastly, Technicolor, a tenant occupying an industrial building in Huntsville, Alabama provided notice of their lease termination effective in August 2021. We are generally optimistic on re-leasing efforts, given the strength and demand of the industrial real estate sector in today's market as well as the strong U.S.

Government and Aerospace presence in the submarket. We are actively marketing the building and are in discussions with potential users currently not included in our pipeline projections and look forward to updating you on our progress in the upcoming quarters..

In closing, despite the speculation around work-from-home, our pipeline and renewal conversations do not provide any clear trend of tenants preparing to modify their space needs.

Consolidated portfolio occupancy is expected to remain close to 91%, at least through 2020, and we maintain our focus on proactive communication with tenants to understand their needs throughout the oncoming pandemic and aim to drive retention over the long term..

We believe our geographically diverse portfolio, property composition, high credit quality tenant base, flexible financial position, along with the support of a large platform of dedicated real estate professionals through RMR continues to benefit us as we manage through the pandemic environment..

I will now turn the call over to Matt Brown to provide details on our financial results.

Matt?.

Thanks, Chris, and good morning, everyone. Normalized FFO for the third quarter was $62.6 million or $1.30 per share, which beat consensus by $0.02 and the high end of our estimate by $0.01 mainly due to operating expenses coming in less than forecasted based on the continued cost savings initiatives put in place by RMR..

CAD for the third quarter was $44.6 million or $0.93 per share, which resulted in a CAD payout ratio of 59.1%. Our quarterly dividend remains well covered, and we expect our CAD payout ratio to stay below our target of 75% for the remainder of 2020..

G&A expense for the third quarter was $7.1 million, down 12% from $8 million for the third quarter of 2019.

The decline is mainly the result of lower business management fees paid to RMR as the fee continues to be paid based on market cap, and we saw lower debt levels from property dispositions since July 1, 2019 and a decline in OPI's average share price.

We believe this fee calculation demonstrates the strong alignment of interest between RMR and OPI shareholders..

Interest expense for the third quarter was $27.1 million, down $5.3 million or 16% from $32.4 million in the third quarter of 2019, primarily due to a lower average interest rate on a revolving credit facility and lower outstanding debt balances in the 2020 period.

On a sequential quarter basis, interest expense increased $1.9 million due to the issuance of $412 million of unsecured senior notes since June 2020..

Turning to property level results for the quarter. Same property cash basis NOI increased $1.5 million or 1.7% compared to the third quarter of 2019, within our guidance range.

The increase was mainly driven by continued expense savings as RMR has implemented cost savings initiatives in response to the COVID-19 pandemic in the areas of utilities and cleaning..

Based on our current forecast, including estimates of G&A expense, which can be challenging due to the volatility of the stock market and Q4 NOI, which the pandemic also makes uncertain, we expect fourth quarter normalized FFO to be between $1.24 and $1.26 per share and same property cash basis NOI growth to be between 2% and 4%, as compared to the fourth quarter of 2019..

As it relates to the COVID-19 pandemic, third quarter rent collections continued to be strong with 99% of rent obligations collected before and after giving effect to rent deferrals. To-date, 98% of October rent obligations have been collected..

In August, Tailored Brands, which accounts for 1% of our annualized rental income, filed for Chapter 11 bankruptcy as part of a corporate restructuring that includes closing of the 500 of its unprofitable stores.

The tenant has paid its post-deficient rent due in September and October as well as $313,000 of granted rent deferrals which represents 50% of the amount granted. Our properties, the company's headquarters and their reorganization plan includes the assumption of this lease..

Bad debt remains immaterial with tenants accounting for only approximately 1.5% or 1% of our monthly rents and our watchlist and reserves are largely unchanged from the levels recorded in Q2..

As of October 26, we have granted rent deferrals to 19 tenants totaling $2.5 million, which represents only 91 basis points of the contractual cash revenue over the months with deferrals, which is April through September.

To-date, we've collected $1.4 million of these deferrals including 4 tenants that have repaid in full, 3 of which were repaid early and our current balance of deferrals outstanding is $1.1 million..

Turning to the balance sheet and capital expenditures for the quarter. In September, we reopened our $400 million of senior unsecured notes due in 2025 and issued $250 million of new notes.

The notes were issued at a premium, resulting in a re-offer yield of 4.122%, raising net proceeds of $251 million, which was used to repay all amounts outstanding on our $750 million revolving credit facility..

In August, we repaid a $39.6 million mortgage at maturity, and have no significant debt coming due until 2022. At September 30, our net debt to annualized adjusted EBITDAre was 6.1x, at the low end of our target range and we currently have over $800 million of liquidity..

We spent $17.8 million on recurring capital during the third quarter, including $10.6 million on building improvements and $7.2 million on leasing capital. Based on our current forecast, we expect 2020 recurring capital expenditures to be approximately $84 million, which is down from our initial forecast of $110 million..

With full availability on our $750 million revolving credit facility, virtually no upcoming debt maturities and 64.7% of our annualized rental income paid by investment grade rated tenants, we feel financially strong and well positioned to not only withstand the ongoing pandemic-related economic challenges but to advance our strategic business plans..

Operator, that concludes our prepared remarks. We're ready to open the call up for questions. .

[Operator Instructions] Our first question comes from Bryan Maher with B. Riley, FBR. .

David, when you think about re-leasing activity for next year and the amount to vacate versus what you're seeing in your discussions with existing and potential new tenants -- and maybe this is better question for Chris, I don't know.

But when you think about year-end 2021, how much of that to-vacate space do you think either gets sold or re-leased?.

Yes, Bryan, I mean I think it's going to be difficult to really understand with our capital recycling program. The properties themselves consists of various types, including some stabilized, some with near-term expirations or high capital needs -- some, as I mentioned, Fresno, with the upcoming vacancy.

So it's going to be difficult to determine how that actually is received in the market.

And so, I think really, our goal is to get these properties out in the market this quarter that we're in now, and be in a position as we get on to next quarter's earnings to provide some more guidance around year-end projections and kind of how that capital recycling program is coming together. .

Bryan, let me add to that. I do think that the known vacates that we've talked about, we have a pretty high probability of leasing a lot of that space or potentially selling the one asset that we put into the capital recycling program.

So they are good buildings, the industrial building is in a pretty decent market, and I do think we have a decent chance of selling the IRS building in Fresno. So I'm optimistic that a lot of progress will be made during 2021. .

And are there buyers out there, I mean, I know that you just sold some assets.

But is that buyer pool the same? Has it increased, has it decreased? What is the buyer appetite out there given what's been going on with COVID?.

Well, I think in general, there is a lot of capital available for core assets. I think some -- it's less tempered with some of the value add. Certainly, there is buyers with 1031 exchanges or others that may be more susceptible to take on some risk.

And so, some of these buildings are good opportunities for local owners, others who own property within the market, who have strategic objectives within the market. And so, as David mentioned, I think we're going to kind of find a more open range of buyer pool for these assets.

And so, I think it will be interesting as we get out in the market to see what the reaction is. .

Yes. Specifically, Bryan, the Fresno building, it's a huge acreage parcel, fits in the middle of a residential neighborhood. So the likely buyer there is a residential developer that will take the building down and put horizontal improvements and sell lots and build homes. .

Great. And then just one from me and I'll get back into the queue. David, when you look at your yield, your dividends like approaching 12%, and the dividend is exceedingly well covered.

I mean, what are your thoughts there and what are your discussions with institutional investors? That clearly must be giving them some kind of a pause for the yields have elevated to such a level. .

Bryan, this is Matt. I can take that. As you point out, our dividend is very well covered. We're expecting 2020 payout ratio at under 65%. As we look at our share price as compared to our peer group, we're all down similarly, year-to-date.

And with a strong coverage on our dividend, we feel very good with where we are and hopefully we continue executing on our business plan and changes to the pandemic that we'll see our share price improve where it was to pre-pandemic levels. .

Yes. Bryan, we got to get out and tell our story around the dividend, because you're right, sometimes when the dividend yield gets high like this, there becomes a concern and it's -- you're poised for a cut. And even with -- as we look at 2021, even with the 7% of revenue that we expect to vacate, our dividend remains well covered.

So we've got to tell that story to make sure investors understand that and hopefully that will resonate and the share price will bounce back. .

Our next question comes from Vikram Malhotra with Morgan Stanley. .

Just sort of building upon that comment around dividend being sort of well covered in 2021, just so we have maybe a more holistic understanding of the cash flow over a multi-year period, can you maybe -- are there any indications or known move-outs for 2022 that may impact cash flow? Number one.

And number two, to that question, any thoughts on whether CapEx levels may change sort of going to next year, given all this churn that you're having?.

Yes, I mean regarding 2022, there is nothing to report on for known move-outs. As it relates to CapEx levels, we expect recurring capital to be less than $100 million in 2021, based off our current forecast. .

Okay, great. And then just second given sort of work-from-home and the debate around this topic, medium and longer term.

Do you have a sense of what utilization is across your portfolio today? And number 2, have any tenants specifically engaged in conversations about potentially restructuring their office footprint and specifically on leases they'll have with you?.

Yes. So this is Chris. Regarding the utilization, so right now, 30% of our portfolio has occupancy in excess of 50%. And so a lot of that is attributable to mostly suburban properties and that has continued to increase over the last couple of months..

When we expect to work-from-home, our pipeline, 3.1 million square feet, we don't have any tenants that are considering reduced footprint due to work-from-home. Most of these tenants, a large portion of them are renewals. And so with that they would renew with their existing footprint.

And then new deals, they are just contemplating opportunities based on available vacancy..

And so, there is -- it goes back to a lot of what we've talked about before where it really is kind of a wait-and-see mentality. But I think given our pipeline and the fact that there are no specific known downsizes or changes to utilization, I think we'll just kind of have to kind of wait and see if that evolves over time. .

And then just real quick, I just remembered last question just on Technicolor. You mentioned kind of -- obviously, it's a robust industrial market.

Just based on preliminary interest, what are you assuming in terms of either a roll-up or roll-down, once you get the fleece?.

Yes, I mean it's really early and the reason why we didn't included in our pipeline is because we like to kind of make sure we have real deals to talk about and share with you. But I think based on where the expiring rent is, we would expect in general will roll up going into a new lease. .

Our next question comes from Venkat Kommineni with Mizuho. .

Just wondering if you could provide any additional color on the Tailored Brands and Technicolor? For Tailored brands, when would the mix be affirmed by the court? And on Technicolor, was that lease renegotiated in 2Q and then they subsequently disclosed their intent to terminate?.

I can start on Tailored Brands. So Tailored Brands submitted a supplemental plan to the court's earlier this week, which included the assumption of our lease. The court's hearing for that plan is scheduled for next Friday, November 6.

As I said in my prepared remarks, we are pleased, they have paid their rents in September and October, and 50% of the rent deferral that we have granted to them earlier in the year. So we remain positive on that story. .

And then with respect to Technicolor, we had been in conversations with them pre-pandemic. And we're working with them kind of on a longer-term plan for the property. And part of that included a modification to their rent based on some downsize, right that they have, which were forgone as part of that discussion.

They did maintain their termination right and it's in our opinion as COVID progressed, it puts strain and ultimately they elected to terminate the lease and consolidated to other locations. .

Okay, thank you. And then, David, I think you previously mentioned that in terms of the election that single party control would actually benefit your portfolio given increased legislation in government employments.

So do you view potential for a blue sweep as a positive for your portfolio?.

I mean it's difficult to say. I think we give that feedback based on prior administrations. But I don't know that we expect to see any kind of negative material change by any means within government.

I mean, just on kind of defense and cyber security itself, with those budgets largely being proposed in line with where it's been historically, which is generally an increase over prior fiscal years, we can envision there being an opportunity to see leasing with kind of mission-critical type uses.

But in general, I don't think we expect a material change with the election. .

Our next question comes from Michael Carroll with RBC Capital Markets. .

I want to talk a little bit about the leasing's that were provided. I think it was highlighted that you have 400,000 square feet of leases that are in active discussion today.

I guess, how much of that is renewals versus new leases? I know you said that there is about 300,000 square feet that could take down vacant space, but I wasn't quite sure if that was in active discussions, if those 2 numbers were inclusive of one another or not?.

Yes, I mean, I think the way to look at, about 2/3 is renewals and 1/3 is new leasing across our pipeline. And so, the 300,000 square feet would be net new absorption, and the way we look at that is based on vacant spaces and the ability to lease those. .

But then I guess, of the 400,000, that's in active discussion today, 1/3 of that would be -- consist of a takedown on currently vacant space, so roughly 130,000 square feet, and the rest would just basically be renewals?.

It could be attributable to renewals and then also where leases are expiring if we were to sign those leases in advance of that expiration. .

Okay. And then, I'm not sure, I think I missed the early part of the call, so I don't know if I got this.

Can you talk a little bit about the acquisition that was terminated? I mean, I'm sure you mentioned in your prepared remarks, but if there's anything you can add on that?.

Yes. So that was a building that we were looking at in the Denver MSA. When we got into diligence, I think the outcome -- we found that there was additional capital required that we would have to take on, and so it really diluted our yields for the acquisition and we decided that it wasn't something we wanted to pursue. .

This concludes our question-and-answer session. I would now like to turn the conference back over to David Blackman, for any closing remarks. .

Thank you, operator. We intend to participate in the JMP Securities Real Estate Conference and Virtual NAREIT next month. And hope to meet with many of you. So thank you for joining us today. That concludes our call. .

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect..