Good morning, and welcome to the City Office REIT, Inc. Fourth Quarter 2020 Earnings Conference Call. At this time all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference call is being recorded.

[Operator Instructions] It is now my pleasure to introduce to you, Tony Maretic, the company's Chief Financial Officer, Treasurer and Corporate Secretary. Thank you. Mr. Maretic, you may begin..

Good morning. Before we begin, I would like to direct you to our website at cioreit.com, where you can view our fourth quarter earnings press release and supplemental information package.

The earnings release and supplemental package both include a reconciliation of non-GAAP measures that will be discussed today to their most directly comparable GAAP financial measures.

Certain statements made today that discuss the company's beliefs or expectations or that are not based on historical fact, may constitute forward-looking statements within the meaning of the federal securities laws.

Although the company believes that these expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that these expectations will be achieved.

Please see the forward-looking statements disclaimer in our fourth quarter earnings press release and the company's filings with the SEC for factors that could cause material differences between forward-looking statements and actual results.

The company undertakes no obligation to update any forward-looking statements that may be made in the course of this call. I'll review our financial results after James Farrar, our Chief Executive Officer, discusses some of the quarter's operational highlights. I will now turn the call over to Jamie..

Good morning. Thanks for joining today. Since the inception of City Office, we've consistently focused on several core elements of our business plan. One, invest in high-growth markets in the Southern and Western US. Two, focus on the most desirable submarkets. Three, lease space to strong tenants in a diversified mix of industries.

Four, operate conservatively to protect shareholder value and five, drive cash flow growth and value creation through strategic leasing, capital recycling and renovations. In 2020, this business thesis was put to the test.

Our exceptional results for the year indicate that our investment niche is well suited to endure and succeed in a challenging environment. On a related note, I'd like to touch on a few of the highlights for the year. In 2020, we collected over 99% of contractual base rent.

We completed over one million square feet of new and renewal leasing, the largest amount of leasing completed in any year in our company's history. We achieved positive same-store cash NOI growth. We executed a well-timed share repurchase program and bought back $100 million of common stock at accretive prices.

And last, our 2020 core FFO of $1.22 per share exceeded our initial pre-pandemic guidance, and did so with lower leverage employed. Within these broader results, there are a few transactions in the fourth quarter and subsequent to year-end that I want to call attention to.

First, during the fourth quarter, we signed a 163,000 square foot lease renewal with Ally Financial at our Lake Vista property in Dallas. Ally occupies 100% of the property and at year-end, was the fourth largest tenant in our portfolio.

They extended their occupancy through April of 2032, with a renewal rate 6.1% higher than the current rate on a cash basis. In connection with the lease, we also granted Ally an option to purchase the property which can be exercised at any time prior to July 31, 2022.

If Ally were to exercise the option, the agreed-upon sale price would effectively represent a cap rate of approximately 6.1%. After year-end, we signed another major lease renewal. We renewed and expanded Paychex, the largest tenant at our Carolyn point property in Tampa.

Paychex signed an 8 year, 78,000 square foot renewal commencing in September 2021 and a 15,000 square foot expansion commencing early next year. It's worth noting that both of these lease transactions run counter to the market narrative about office space.

In the case of these two tenants, both were willing to commit to long-term extensions to secure quality, office space in great locations.

While there will be instances in which we grant shorter term renewals, we're generally finding that our largest tenants continue to view their office space is mission-critical to their long-term operations and corporate culture.

Another highlight from the fourth quarter was entering into a contract to sell our Cherry Creek property in Denver and subsequently completing the sale on February 10. Earlier in 2020, we completed a lease buyout with a tenant at our Cherry Creek property that paved the way for the state of Colorado to occupy 100% of the three building campus.

This transaction repositioned the campus as 100% leased to a strong government tenant with a long history of occupying the space. This was attractive to a particular buyer, and we ultimately negotiated a sale price, representing a 5.8% cap rate and generated us a $47 million gain.

Consistent with our past messaging, we will opportunistically sell properties and recycle capital from time to time. Of note, over the last 18 months, we've generated over $300 million in gross proceeds from either capital raises or property sales while only deploying $100 million into our stock buyback.

This has reduced leverage to a low level relative to our historical operations. It also positions us to take advantage of growth opportunities as market conditions improve while preserving a strong balance sheet.

One implication of this lower leverage in the Cherry Creek property sale is a reduction to our core FFO guidance in 2021, which Tony will cover in more detail. However, our guidance shows that once we deploy $100 million of acquisition capital, we expect our run rate, quarterly core FFO will be approximately $0.32 to $0.34 per share.

This is in line with the fully deployed pre-pandemic guidance that we provided this time last year, and we expect to achieve it with lower overall leverage. As we look forward into 2021, we intend to be cautious with our capital. The current investment sales activity is still a fraction of the pre-pandemic volume.

We expect this dynamic will start to shift with higher transaction activity in the coming quarters. At the same time, we also expect that office utilization levels will start to normalize and provide a more conducive environment for underwriting acquisitions.

To recap, we are excited about the progress already achieved to date in 2021, and we see improving conditions across our markets. We're in a great position with a healthy balance sheet and can use that to our advantage in the coming year.

We'll continue to prioritize operations and leasing to drive earnings per share growth and we'll continue to evaluate opportunities to expand our portfolio as market conditions improve. I'll now turn it over to Tony to provide further detail on our financial results..

Thanks, Jamie. I'll address the fourth quarter's results and then provide our guidance for 2021. Our net operating income in the fourth quarter was $25.2 million, which was $1.2 million lower than the $26.4 million we reported in the third quarter. Two of our properties contributed to the bulk of these amounts.

First, net operating income was $700,000 lower at our Cherry Creek property in the fourth quarter.

As we discussed on our last call, we terminated a tenant at our Cherry Creek property at the end of the third quarter, and that space remained vacant until the beginning of 2021, when the state of Colorado took 100% occupancy ahead of the sale of that property.

We recorded a termination fee income of $500,000 in the third quarter, and that space was vacant in the fourth quarter at a further loss of approximately $200,000.

Second, net operating income was also down $300,000 at our circle point property due to a drop in occupancy caused by a scheduled move out of a 31,000 square foot tenant at the end of the third quarter. Our collections remain very strong, and we did not increase our AR provision in the fourth quarter.

We reported core FFO of $14.1 million or $0.32 per share, which was also $1.2 million lower than in the third quarter for the same reasons that NOI was lower. Our fourth quarter AFFO was $7.5 million or $0.17 per share. The largest impact to AFFO was a $2.2 million leasing commission paid on the 10 year Ally renewal at our Lake Vista property.

This lowered AFFO by approximately $0.05 per share in the fourth quarter. Our fourth quarter same-store cash NOI growth was a positive 0.4% versus the fourth quarter last year, and 1.1% higher on a full year basis over 2019. Considering the challenging environment in 2020, we believe this is an impressive result.

The leases we signed in 2020, particularly those at our Denver Tech property and the Sorrento Mesa mark-to-market renewal are the biggest drivers to these results. Our total debt at December 31 was $677 million. Our net debt, including restricted cash to EBITDA was 6.9 times.

At quarter end, our total debt had a weighted average maturity of 4.2 years and 89% of our debt was effectively fixed. Simultaneously with the sale of Cherry Creek earlier this month, we repaid the $83 million Midland Life Insurance Loan, which bore an interest rate of 4.34%.

Our weighted average interest rate is now 3.7%, and we have no property debt maturities until 2023. Last, we have provided full year 2021 guidance in our press release. Our guidance does not reflect any capital raising or share repurchase activities.

Our guidance does reflect the sale of Cherry Creek in February and provides a range for the potential redeployment of acquisition capital. Specifically, the low scenario assumes that we do not acquire any properties in 2021, and the high scenario contemplates $100 million of acquisitions closing midway through the fourth quarter of 2021.

As such, we anticipate that we will be operating with lower levels of leverage through most of 2021. Based on these assumptions, we are estimating core FFO per share between $1.20 and $1.24 for the full year ending December 31, 2021.

Due to the sale of Cherry Creek and the corresponding lower leverage we anticipate in 2021, the full year core FFO guidance is not indicative of our run rate, as Jamie mentioned. The sale of Cherry Creek has reduced our core FFO guidance under the low scenario by approximately $0.06 per share in 2021.

If we were to have the benefit of $100 million of acquisitions deployed by the beginning of the fourth quarter, we would estimate that our core FFO for the fourth quarter would be between $0.32 to $0.34 per share. On the operational side, we expect same-store cash NOI growth to be positive between 0.5% and 2% in 2021.

That assumption assumes that new leasing activity remains muted through the first half of the year and begins to pick up in the back half of the year. We have projected occupancy to be at 90% at the midpoint of our range by the end of the year. This reflects modest declines through the first half of the year, offset by higher activity to end the year.

We refer you to the material assumptions and considerations set forth in our earnings release. That concludes our prepared remarks, and we will open up the line for questions.

Operator?.

Thank you. We will now begin the question-and-answer session [Operator Instructions] And the first question will be from Barry Oxford with D.A. Davidson. Please go ahead..

Great. Thanks, guys. Jamie, on the acquisitions that you may have here in 2021.

If you could give us a little color as far as what you're seeing out there in the marketplace right now? And then also maybe talk a little bit about what markets you're finding most attractive right now as far as where you might want to deploy your capital?.

Thanks, Barry. So as far as quoting a traditional pipeline number, it's still a bit early. And so we are looking at a number of opportunities.

When you look at them, a lot of the opportunities are falling into the category of insufficient visibility today, which means the tenants aren't utilizing the space yet, they may have termination options, their usage is unknown. And what's really important for us is making sure when we buy, we get the value right, and we get the acquisition right.

And for us, talking to the tenant, seeing their utilization of the space, understanding what potentially could happen and go wrong, it's still a bit early from that standpoint for a lot of the transactions that we're watching. And so we do have a few that still fit quite nicely what we like, and it's going to come down to valuations.

And we think later in the year, we're going to have better visibility, both on as far as more transaction opportunities and people coming back to work so that we can understand the requirements that we need. And so when you look at our markets, again, Florida, Arizona, Texas, all doing extremely well.

Arizona, in particular, Phoenix is really picking up as far as leasing activity and new inquiries, which we think is a great sign. So those would be the top..

Perfect. Perfect. And then, Jamie, last question. In conjunction with that, you guys, correct me if I'm wrong, you have a relatively new $50 million share buyback.

How are you thinking about utilizing that in 2021?.

Yes. We've - consistent, I'd say, Barry, as we've said on prior calls, I mean, we put it in place. We don't expect to be using it. It's there as a tool, maintaining significant float and our liquidity is top of mind for us..

Okay. That makes a lot of sense. All right. Thanks guys, appreciate it..

Thanks, Barry..

And the next question comes from Rob Stevenson with Janney. Please go ahead..

Good morning, guys.

What type of capital projects are you anticipating starting in 2021 on the portfolio?.

This is Tony here, Rob. In terms of capital projects, the one thing that we talked about previously that we're starting to launches, there's a number of spec suites that we're investing in. You'll see that the impact of that a little bit in Q4, and you'll start to see more of that as well in Q1 and Q2.

We just want to have our spaces ready to go in the best condition possible as leasing activity, as Jamie mentioned, picks up. Outside of that, on the capital expenditure side, our largest expenditure for 2020 was the Camelback Square repositioning. That is basically being finalized as we speak here.

So you'll see some costs roll into the beginning of Q1. And then we don't really have anything of that significant nature for the balance of the year..

Okay. So occupancy guidance is more or less flat. So Tony, if I add up the tenant improvements and leasing commissions from 2020, they were about $19.6 million, and then the CapEx was another $5.2 million.

So should the CapEx be decreasing meaningfully there or a little bit? And then what about the tenant improvements and leasing commissions given your leasing assumptions for 2021?.

Yes. So that's a very good question. As Jamie mentioned, we are basically expecting leasing activity to remain muted through the first half of the year and then to pick up in the second half of the year. And so as you know, those costs usually precede the actual income and occupancy being generated.

So I would expect it to start to pick up beginning Q3 and Q4, but you may not have the occupancy move until 2022, just due to the timing of the move-ins..

Okay. But I mean, between those tenant improvements, leasing commissions and CapEx was roughly 20 - call it, $25 million in 2020.

Are you anticipating that, that's going to be somewhere more $15-ish million in that sort of range? Is it that big of a falloff, given the lack of activity, especially early in the year, because that has a meaningful boost to AFFO numbers, if so?.

Yes. I mean, it's a very good question. And the reality is that number is very sensitive to your leasing assumption. And so we have quite the range on that. I will point out that we have some very good blocks of space that is leasable, particularly we've talked in the past about Sorrento Mesa, there's one particular building there.

If we are successful in concluding a lease there, that TI will be quite significant, which would push it to the higher end of the range of numbers you're talking about. And if it doesn't happen or it happens kind of spread over 13 over the Q4 and into 2022, then our numbers would be lower than what we showed this year.

So I guess that's a long way of saying there's a number of factors here. Could it be lower than where it was in 2020? The short answer is yes. But could some big transactions move the needle for us? The answer to that is also yes..

Which is good news..

Which is a good news..

Okay.

But I mean, almost half of the CapEx was that was that Allied or that was leasing commissions, as you said, was $2.2 million in the quarter?.

Yes. So the - exactly right. So that was - the TI has not been spent yet. The Q4 amount was just the TI. It was just the leasing commission, correct..

Okay. Perfect.

And then, Jamie, how much undeveloped land are you guys still sitting on? And what's the plan there and rough value of that portfolio?.

So we've never quoted what the value is, Rob. There's 40 acres, the most valuable is our Sorrento Mesa 5-acre parcel in San Diego. And the development potential on that is over 400,000 feet. So there's real value in that particular site directly across from Qualcomm's world headquarters, life science is absolutely on fire in that market.

And so as we look forward, that is one asset that we're continuing to spend a lot of time on what is our best path forward there. And I think over the coming quarters, we'll have a better answer of how we unlock value, but it's a meaningful number..

Okay. Thanks, guys. Appreciate it..

Thanks, Rob..

And the next question comes from Craig Kucera with B. Riley FBR. Please go ahead..

Hey. Good morning, guys. I wanted to talk about the Cherry Creek disposition, particularly the timing.

Was the decision to sell that without an additional acquisition teed up, driven by the pricing you were getting or were there considerations surrounding the Midland loan refinancing?.

No, I had nothing to do with the Midland loan refinancing, but we had sufficient capital to be able to do that and still be extremely comfortable, Craig. So it really was an opportunity that we saw to monetize an asset that's a 60s, 70s vintage property. It was one of - well, it is our oldest asset that we had. We really like the pricing.

The buyer was an institution that's really focused on 100% leased government properties, and we're quite aggressive in terms to acquire it..

Got it.

And just as a housekeeping item, did the large renewal at Sorrento Mesa begin paying cash rents in December? Or is there any free rent period there?.

Yes. So they started - you're right, they started paying the cash rents December 1..

Okay. And one more for me. I just want to talk about your occupancy assumptions. Your - this year, in your prepared remarks, you said that leasing - this was the largest amount of leasing you had ever done. And clearly, fourth quarter was strong as well, but you're also mentioning that you're assuming sort of muted leasing in the first half of the year.

Is that just being conservative in your guidance? Or have you seen any real shift here as we move sort of midway through first quarter as far as demand?.

Yes, it's a good question, Craig. So if you look across our markets, some are picking up a lot quicker than others. And so the top I would say right now is Phoenix as far as tenants that maybe put their requirements on hold, going into COVID, coming out of it are starting to get a lot more aggressive with tours and looking.

Life science is very strong as well. So San Diego, some of the other markets are a little slower. And so we really think you're going to need to see a greater return to work before that's really going to start to accelerate. We try to link that assumption into how we forecasted our occupancy through the year..

Okay. Thanks. I appreciate the color..

And the next question is from Michael Carroll with RBC Capital Markets. Please go ahead..

Yes, thanks. Jamie, I wanted to talk a little bit about the Sorrento Mesa asset, and I know Tony kind of mentioned or maybe it was you, Jamie, sorry. But about the ability to lease a bacon block.

I mean what's the discussions like on that property and the prospects of leasing that?.

So we mentioned one prospect early on in our call last year. That didn't get across the finish line. That tenant was acquired before we signed a lease, and the buyer chose not to complete the lease negotiations. But irrespective of that, it continues to be red hot. We've had really good tour activity.

I think when you look in that particular submarket, there's not a lot of vacancy for us, it's about finding the right user and the building is just under 60,000 square feet. We don't really want to break it up if we don't have to. And judging by the prospects we have, we think we'll get it leased.

In our own assumptions, we don't have income from that coming in, in 2021. So in our mind, it's a 2022 event, but that's material for us. I mean that's north of $2.5 million a year of cash flow, based on the rates that we're seeing..

And once that lease is signed, I guess, how long will the build-out take and how quickly could rents commence? I mean is there - how much free rent will be provided? And let's say, if you signed it today, would the cash rent not commence until the end of this year?.

Using the example of the one that we were talking to going into the fourth quarter, it would have been paying cash rent, I believe, in the third quarter of '21. So it was about a year kind of turn from signing the lease. It really is going to depend on the extent of the build-out and the terms, but it's probably in that range..

Okay. And then can you talk a little bit about the upcoming lease expirations? And I think you still have about 8% of your leases rolling in '21.

How are those discussions going? And specifically, I think you still have a large tenant at Florida Research Park, what's the progress of that lease?.

Yes. Mike, it's Tony here. I can speak to that. So if you look at the stats on Page 17, you're absolutely right, there's just over 8%, 60 leases, 500,000 square feet. I will say, within that total, the largest is actually that Carolyn lease, which we signed after year-end, and therefore, that reduces the total by about 78,000 square feet.

So after that, there really is only one other lease that's above 50,000 square feet, and that's exactly the one that you mentioned. The GSA 10, the Florida Research Park. They have 65,000 square feet. They have two floors of a building.

What I can say is, I guess the best way to characterize it is that we're having very constructive late stage discussions. And we're - maybe the best way to phrase it is, we're feeling confident on a long-term renewal on one full floor but a little less confidence on the second floor. But as I said, those conversations are ongoing..

Okay. Great. And then, I guess, Jamie, can you talk a little bit about the investment activity? I know you talked about it in the earlier part of the call.

I guess, what do you have to see to get comfortable to start deploying some capital? I mean, are these going to be more stabilized type acquisitions you're looking for? I guess, how do you view the post-COVID type of environment? And is there different types of deals you're looking at versus, let's say, 12 months ago?.

So to just kind of quote an overall stat on activity. 2020, the office market transaction was down by over 40%. So what's happened since kind of late September is you've started to see a number of transactions come back.

The ones that are getting done are, what I'd say is the lowest risk, i.e., great tenants, very long-term leases and valuations for those are not dissimilar to pre-COVID, pre-pandemic, very low cap rates. And the challenge we have is, if you do the buildings, there's nobody there for the most part. And so that's a big factor for us.

Again, we underwrite every space we walk through, and we try and understand what the likelihood is of that tenant staying or leaving. And that's a very important component for us to get valuation metrics right. And so I think what we're seeing, that can be solved somewhat by getting a sense of tenants that are coming back.

And you're seeing their utilization - valuation can solve that. That's just not what we're seeing, though, today of great deals. I think when you look at rolling forward, there's a number of properties that we have an interest in that are getting teed up. And so could our timing be faster than what we said? Absolutely.

We'd like to have great tenants, great assets. And we want to be very comfortable that those tenants are committed long term. And so as the year rolls on, I think we're going to get more and more comfortable. We love the life science space. When I think in the past, we've made comments saying that that's a portfolio.

Once we've unlocked the value that we need to there that we would consider monetizing, and that remains true. It's also a sector where we're actively looking at how can we add on to that and build that portfolio up further. And so I think over the next year, we'll, hopefully, advance what we need to there and then we can reassess that decision..

Okay. Great. Thank you..

[Operator Instructions] The next question will be from Bill Crow with Raymond James. Please go ahead..

Good morning, guys. Two questions. Number one, on that stabilized run rate, assuming you make the acquisition in the fourth quarter.

What would that number be if you finance that acquisition, 60% or 70% equity?.

Good morning, Bill. So your question is, if we, in essence, use - tap the capital markets to finance that acquisition as opposed to just use a leverage….

Yes. Yes.

Just to not change your capital structure from where you are today?.

Yes. So I mean, in essence, what you're saying is what would have $50 million of equity change that number, too. I mean, that would obviously depend on the price that you're raising funds at. And so it would be a different answer where we've been trading over the last year than where we traded a year half ago.

But roughly, it would probably drop that number by $0.01 more a little more than that if we can successfully raise the equity at an attractive rate..

Yes. I just - you've done a good job bringing the leverage level down. I assume you want to keep it in this range, if not go a little bit lower.

Is that fair?.

Yes. Over the long term, Bill, absolutely, we've stated our goal is to walk down our leverage over time.

In the very short term, I think in Jamie's prepared remarks, he indicated that over the last 18 months, we've, in essence, $300 million in proceeds from equity raises and from sales, and we've only deployed $100 million to date, and this would be - so it's still even if we were to do 100% through debt, it would still represent $100 million reduction in leverage versus where we were 18 months ago, which for us is a significant number given our size.

So while, yes, the answer is long-term, that's what we want to get to, along the way, keeping things relatively where we are or not is probably most likely..

Yes. Okay, fair. The land parcel you discussed earlier really sounds like interesting and exciting and value created opportunity.

But you wouldn't contemplate doing a on balance sheet ground up development, what you for 400,000 square feet?.

You're looking at all options right now, Bill. We haven't excluded anything. We recognize that, that's a significant size development, and there's ways to do it where we sell the land. There is JV potentials, there is a lot of options..

What do you think the cost would be per foot?.

Depending on whether it's a life science build out or potential office expansion. It's 5, 600 maybe higher than that, depending on the life science..

Life science could be north of 1,000. Okay. Appreciate it. Thank you, guys..

Thanks, Bill..

Ladies and gentlemen, as there are no additional questions, I will turn the call back over to Mr. Farrar to conclude the call..

I want to thank everybody for joining today. If we've missed any of your questions, please feel free to reach out directly to us at any time. Good-bye..

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