Franklin Street Properties Corp (FSP) 2021 Q4 法說會逐字稿

Hello. Good morning, everyone, and welcome to the Franklin Street Properties Corp. Fourth Quarter and Full Year 2021 Results. My name is Gemma, and I'll be the operator for today. (Operator Instructions)

I'd now like to hand the call over to Scott Carter, General Counsel.

Good morning and welcome to the Franklin Street Properties Fourth Quarter 2021 Earnings Call. Joining me this morning are George Carter, our Chief Executive Officer; John Demeritt, our Chief Financial Officer; Jeff Carter, our President and Chief Investment Officer; John Donahue, President of FSP Property Management; and Will Friend, Executive Vice President of FSP Property Management. Please note that various remarks that we may make about future expectations, plans and prospects for the company may constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors section of our annual report on Form 10-K for the year ended December 31, 2021, which is on file with the SEC.

In addition, these forward-looking statements represent the company's expectations only as of today, February 16, 2022. While the company may elect to update these forward-looking statements, it specifically disclaims any obligation to do so. Any forward-looking statements should not be relied upon as representing the company's estimates or views as of any date subsequent to today.

At times during this call, we may refer to funds from operations or FFO. Reconciliations of FFO and other non-GAAP financial measures to GAAP net income are contained in yesterday's press release, which is available on the Investor Relations section of our website at www.fspreit.com.

Now I'll turn the call over to John Demeritt. John?

Thank you, Scott, and good morning, everyone. I'm going to give a very brief overview of our fourth quarter and year-end results. And afterward, I'll pass the call to George for his comments.

As a reminder, our comments today will refer to our earnings release supplemental package and 10-K, which, as Scott mentioned, can be found on our website. We reported net income of about $78.6 million or $0.75 per share for the fourth quarter of 2021 and $92.7 million or $0.87 per share for the full year 2021.

We reported funds from operations or FFO of about $11 million or $0.10 per share for the fourth quarter of '21 and $58.5 million or $0.55 per share for the full year of 2021. During Q4, we completed the sale of 3 properties at a net gain of about $83.9 million and used the proceeds from those sales to repay $200 million of our 2023 term loan maturity and $15 million to repay a drawn balance on our revolver.

Looking back, we had approximately $1 billion in debt at the end of September of 2020. We sold a property at the end of December of 2020 and 10 properties were sold during 2021. We used asset sale proceeds primarily to repay about 53% of our debt. At December 31, '21, we had $475 million of debt outstanding. We ended 2020 with a net debt-to-EBITDA ratio of 8.7x, which has since dropped very significantly to 6.2x at the end of '21, primarily as a result of our debt repayment strategy.

Our debt service coverage ratio was over 3x for the fourth quarter as well. We believe that in 2021, we have meaningfully lowered our leverage and strengthened our balance sheet. Shortly after year-end, we entered into a new revolver with availability of $237.5 million and terminated our existing group revolver. We appreciate our bank group and believe this new revolver will serve us and our liquidity needs as we look ahead. As a reminder, all of our debt remains unsecured.

With that, I'll turn the call over to George. George?

Thank you, John. And again, welcome to Franklin Street Properties Fourth Quarter and Full Year 2021 Earnings Call. I'd like to report that FSP executed very well on its primary 2021 strategies to reduce debt and to lease office space.

2021 achievements include the sale of 999 Peachtree in Atlanta for $223.9 million, a lease of approximately 100,000 square feet with a new tenant at our Pershing Park property in Atlanta and a lease renewal for approximately 250,000 square feet at Eldridge Green in Houston.

For full year 2021, we sold 10 properties for aggregate gross proceeds of approximately $603 million, repurchased approximately 3.4 million shares of our common stock for approximately $18.2 million. And we have reduced our total indebtedness since September 30, 2020, by approximately 53% from approximately $1 billion to approximately $475 million.

Looking forward, we are very optimistic that our remaining office portfolio has significant upside leasing potential in a post-COVID-19 environment. And so in 2022, we will continue to focus all energies to leasing more of our available office space.

We also continue to believe that the current price of our common stock does not accurately reflect the value of our underlying real estate assets and intend to continue our current strategy of seeking to realize that shareholder value through the sale of select properties where we believe that short to intermediate-term valuation potential has been reached.

At this time, we are estimating property dispositions for 2022 to be in the range of $250 million to $350 million in aggregate gross proceeds. We intend to use the proceeds from any future dispositions or continued debt reduction, continued repurchases of our common stock and any special dividends required to meet REIT requirements as well as other general corporate purposes.

With that, I would like to turn the call over now to John Donahue, President of FSP Property Management Corp. John?

Thank you, George. Good morning, everyone. The FSP portfolio was approximately 78.4% leased at the end of the fourth quarter as compared to 78.8% leased at the end of the third quarter. The decrease is primarily attributable to asset dispositions. FSP finalized over 1 million square feet of total leasing during calendar 2021, including new deals, expansions and renewals.

The leasing momentum that had been escalating on multiple occasions during 2021 was interrupted by the Delta variant surge and most recently by the Omicron variant surge. However, we are currently witnessing leasing momentum once again with demand for office space in our portfolio improving on a weekly basis.

In the majority of FSP's markets across the country, there are improving fundamentals, shrinking sublease space, additional office reopenings and growth in the pipeline of new potential commitments. FSP is currently tracking approximately 700,000 square feet of potential new tenant prospects. Included in the 700,000 square feet of prospects, there are approximately 400,000 square feet of new tenant prospects that have shortlisted FSP assets, identified an FSP building as their top choice or signed a letter of intent.

We continue to be encouraged by meaningful growth in leasing activity and FSP's healthy pipeline of prospective tenants. Thank you. I will now turn it over to Jeff Carter.

Thank you, John. Good morning, everyone. We here at Franklin Street Properties hope that everyone remains safe and healthy. As we start 2022, FSP continues with our efforts to materially reduce corporate indebtedness at the company through select property sales.

Importantly, we believe that our disposition efforts during 2021, which effectively began at the end of 2020 have served to highlight a disparity that exists between our public share price and the true market value of our real estate assets. And so we believe our dispositions have been capturing associated embedded value for our shareholders.

More specifically, for the full year of 2021, FSP completed approximately $603 million in total property sales at an aggregate weighted average in-place cap rate of approximately 5.5%. During the fourth quarter, specifically, FSP completed 3 dispositions totaling about $263.9 million that included 999 Peachtree in Atlanta for $223.9 million in October and Meadow Point and Stonecroft, both in Chantilly, Virginia for $40 million in November.

Looking at 2022, more specifically, FSP has confirmed expected disposition guidance of between $250 million and $350 million in aggregate gross proceeds for the calendar year. Similarly to last year, with any potential upcoming property sales, FSP intends to continue to utilize disposition proceeds primarily to pay down debt.

FSP currently is or will soon be seeking price discovery on Eldridge Green and Park 10 in Houston, Texas, 909 Davis in Evanston, Illinois and 380 and 390 Interlocken, in Broomfield, Colorado. And we will continue to provide updates as appropriate. Our criteria for selecting potential properties for dispositions continues to be asset specific and not market specific. We consider a variety of factors including analyzing respective short to intermediate-term value potential.

Lastly, in an effort to try to add a bit of color around what we are experiencing in the marketplace on investment sales, FSP has generally been seeing strong demand for well-located and high-quality office properties from a diverse group of buyers. To date, the strongest interest has been from private buyers, but public buyers are also increasingly looking and participating. Interest has also brought in for mostly single or few tenant properties with strong weighted average lease terms to also select interest in core plus and even value add.

Strongest interest has been in the suburbs, but infill is also seeing exploration as well. And winning bidders are underwriting a return to a more normalized economy and office use landscape. Most interest that we have seen has been domestic in nature, but some international groups have been looking as well.

And with that, we thank you for listening to our earnings conference call today. And now at this time, we'd like to open up the call for any questions. Gemma?

(Operator Instructions) Our first question today comes from Rob Stevenson of Janney.

On the dispositions, does the $250 million to $350 million reflect just the 5 properties that you guys have identified and the roughly 1.1 million square feet? Or does it include other stuff as well?

Rob, this is Jeff Carter. It includes the assets that we've noted.

Okay. So anything else that you do besides those 5 would be in addition to the current guidance?

That would be correct. And we'll update quarterly.

Okay. And then, George, how is the Board thinking about the continued disposition and other options here? I mean the stock price hasn't budged. I assume that you and the Board and the rest of the management team have been a little disappointed by that, that it's not reflecting more of a value as you drop the leverage and by -- addition by subtraction in some cases, improve the asset quality. What's -- if the stock continues to be in the sort of $5, $6 range, how long is the Board willing to do to maintain that? And sort of what are the next steps for you guys?

Rob, so good question. And the answer to that question is somewhat multifaceted. First, I would say that the strategy that we executed on in 2021. If you take the stock at the close of 2021 and then what it did at the close of 2020, and then the close to 2021, the market actually did value our stock higher year-over-year. And then when you add dividends into that equation. Actually, our return to our shareholders for 2021 was reasonable, just isolating that year.

Obviously, looking over a broader time frame and spectrum, we are disappointed at the price of our stock. And the Board is very focused on the best way to get the best value risk-reward adjusted for our shareholders. And that way, right now in front of us for 2022 is the way that we have outlined with continued dispositions as a large focus. But with a great effort and commitment to leasing what we believe are fantastic properties and fantastic markets that we think will do real well over the next year or 2 in terms of leasing and adding value to those properties. And that commitment is unrelenting by the Board.

I would say that one of the things to consider and watch this year during 2022 is, in fact, what happens in the broader office market relative to COVID and office return. Again, we've had a lot of false starts here over the last couple of years. We'll see where this one goes. We're optimistic. I think the office market is generally optimistic. We specifically also have faced in the last few years a real headwind in some of our energy markets, specifically Houston and in downtown Denver. Some of those headwinds may be turning to tailwinds. Time will tell. But again, as we proceed through '22 and '23, our ability to lease and add value to those properties in those particular markets that are heavily energy concentrated is something that the Board and all of us will be watching closely in terms of adding value for the shareholders.

And lastly, I would say that at this point, the 2 things that are really, we believe, very meaningful for our shareholders is #1 and most important, the continued reduction of debt. As long as we reduced debt with proceeds from dispositions, equity values, remaining equity values in our portfolio should be real solid for our shareholders, at least that's what we feel. And returning that value in terms of a better balance sheet, lower risk, the ability to grow again off the balance sheet, if that is the objective going forward with future acquisitions, definitely will be improved.

Along with that, sending cash to investors as we did last year from gains that we experienced on dispositions. If we have successful dispositions and if those dispositions have gains is another way to return that value to shareholders. And of course, lastly, is repurchases of our stock. So I think it's long winded, Rob, but I think the path in front of us for 2022, so long as our share price remains where we believe it is so much lower than the net value of our continuing real estate portfolio of assets is as we've explained. And beyond that, we will let the market know.

Okay. Fair enough. And then 1 last 1 for me for John Demeritt. You have -- of the remaining $475 million of debt, you have some sub-2, some low 4, some high 4s. What's the -- assuming that you get somewhere $300 million, $350 million of disposition proceeds this year, what -- what's the order of debt that you'll attack? And what type of prepayment penalties, if any, are there going to be involved in that?

Well, the first most likely would be the $110 million that remains on what was a $400 million term loan that matures in January of next year. So the first $110 million will go against that. There is no prepayment penalty on that. We'll be accelerating some deferred financing costs depending on when we paid it off. But I don't think that's a significant amount of money.

The second piece of that would be the $165 million term loan that we have that was led by Bank of Montreal. That one is due at the end of January of 2024. That one does have a swap on it. So if we were to repay that, we'd have to break the swap and incur some costs from that. And I looked at the value of that swap at the end of January where rates have been rising. That does have a tendency to reduce the amount of the swap liability we have on it. I think it was $5.3 million at year-end and by the end of January, it was around $3.5 million, something like that. So if we pay that $165 million back, there'll be some portion of that, that will need to break a swap on unless rates rise significantly.

Okay. So the Series A and B senior notes are not something that you're going to likely get to with this round of dispositions?

No, I don't think so. And that has -- they have a yield maintenance component to them that is pretty expensive on those 2 pieces of debt.

And when do they start becoming more in the sort of less on risk to take out?

Well, $116 million of it matures in December of '24 and then $84 million matures in December of '27. So the '24 maturity would start to come down over the next couple of years.

Our next question on the line comes from Dave Rodgers of Baird.

George, I want to follow up on your -- just your prior comment a moment ago. I think going into the pandemic enterprise value, just under $2 billion. You're on track to sell about $1 billion of assets over the same time, G&A kind of keeps going up. So if you're not really that interested in selling the company as a whole, how do you downsize the company? How do you rightsize the overall organization to be this smaller company that you're heading toward, as you think about kind of not pursuing that strategic alternative?

Well, as -- you've asked this question before, Dave, and I'll say it again and as clear as I can. We are constantly reviewing all strategic alternatives. The business plan for 2022, we -- at this point, have laid out -- and business plans have changed during the course of the year, but that is the business plan as we've started 2022. But all strategic alternatives, all strategic alternatives are always being reviewed and are on the table.

And so assuming that we are going to stay a much smaller company for a much longer period of time and have to rightsize G&A and all of the other things that we would do if that, in fact, is where we go is probably not a good assumption in terms -- in the sense of, again, all options continuing to be on the table.

And once long-term option is chosen. And again, we'll learn a lot this year post-COVID hopefully post-COVID, gee, I hope [we're] post-COVID. Those long-term decisions and what strategic decisions we make long-term, including flowing again significantly in a number of potential ways. We will tackle what is necessary to tackle the company the most profitable it could be in whatever strategic scenario we choose.

Okay. Yes, fair enough on that. I think on the disposition, you had talked about the energy markets getting better. And I think, Jeff, you also might have mentioned kind of the value-add market improving for acquisitions or your disposition. That said, I think what you've just teed up this year is somewhere between 99% and 91% leased. So obviously, adding more to the backlog of what needs to be leased and kind of pressuring the lease percentage. Why not pursue a little bit more? Why not tag on some of those value-add assets in those markets at Houston or in Denver as opposed to just selling the well-leased, well-located assets?

Dave, this is Jeff. We are evaluating assets on an asset-specific basis, not a market-specific basis. And so we're selling assets when we feel like the value potential is correct to sell them and the assets that we are not selling are assets that we believe have tremendous upside potential for our shareholders and great opportunity for continued ownership.

Okay. That's fair. And then I guess maybe, John Donahue, 1 question for you on the leasing front. You mentioned 700,000 square feet. Obviously, quite a bit of wood to chop, about 1.6 million of vacancy in the portfolio right now. Can you talk about kind of known move-ins and known move-outs at this point and how you see that impacting kind of the cadence of 2022?

Sure, Dave. And in terms of move-ins and move-outs, which would be economic occupancy, it will largely depend on when assets are sold and which assets are sold, of course. But what we're seeing right now is a much better improving pipeline of decision-making and moving more quickly towards the finish line, which is -- we've been waiting for that for quite a while. So if that continues with no surprises, I would expect that the level of success to be not just inching along or being linear, but might really surge and move upward quickly.

COVID is the big wildcard and these prospects that are looking at long-term commitments need to just get over that hurdle of decision-making. My sense right now is that we're in a better place than we were September, October, just a little bit better, and it's very fragile depending on COVID, but it is better.

And so there is more optimism and more positive talk in the markets today than there were on multiple occasions last year. So if I had to guess, I would say that this is not going to be an inching or a linear progress throughout the year, but it could be more quick and escalate quickly.

Specifically on Ovintiv, is that about 2/3 backfilled? And then any update on the DirecTV space?

So in regards to Ovintiv, we have re-leased between 60% and 66% of that space and looking at new prospects for the balance. So we believe that we're done at this time with the sub tenants. So Denver is the lion's share of our vacancy followed by Texas. But the market has been improving greatly in Denver, especially downtown. And we do have a prospect that would backfill the DirecTV. We expect DirecTV to vacate over the next 3, 4 months.

Downtime on that space?

Well, hard to say. I think we do have 1 very strong prospect, but we're probably looking at downtime of at least a quarter or 2, maybe 3 quarters, but it's just hard to say.

Lastly, just a move in of Blue Lagoon. The lease you just announced subsequent to the end of the quarter. Timing on that?

That would be -- yes, the timing of the move in would be as soon as they're done with build-out. And so at some point in the fourth quarter would be our estimate.

Okay. And then I'm sorry, I had one more. WPX Energy, 4 months left, I think, on that term. What happens to that? Is that a sell or is that a re-lease?

That's a known move out and a re-lease.

We shall now move to our final question on the line from Craig Kucera from B. Riley Securities.

I wanted to circle back with another question related to Ovintiv. You made some headway here in the fourth quarter. Can you give us a sense of kind of when those leases, I think there are 3 currently, are going to start paying rent at that property that vacates here over the next couple of months?

Craig, it's John Donahue. I'm going to pass that along to Will Friend. Will, are you still with us?

I am, John. Craig, you asked me from a free rent standpoint or from a cash rent standpoint? Because they all commence -- the leases all commence March 1, and they have varying degrees of free rent as the terms are different, but on average, between 6 and 12 months.

Okay. Great. That's helpful. Yes. Okay. Great. And just thinking about capital allocation. You have brought down the leverage considerably from last year and beginning this year kind of in the low 6s. Do you have a target leverage that you're thinking about, what Franklin Street looks like maybe post all of these dispositions that you're contemplating this year?

This is John Demeritt. We don't have a target leverage in mind, no. We've just got the disposition guidance that we're going to follow. I don't know if you want to add anything to that, George.

I think that's right, Craig. John, John Demeritt mentioned earlier in the call the 2 term loans. And if we were able to achieve our target dispositions in aggregate gross proceeds and so on, you would basically -- you could basically get through the bulk of those 2 term loans, which would leave the private placement debt.

And again, that assumes we got through the dispositions. We could contract that disposition guidance in future quarters or expand it. And that would leave private placement debt as our only debt with at least sort of what we put forward now relative to dispositions. And that would be 15% to 20% indebtedness.

Got it. And I guess just how is the Board thinking about cost of capital when you're buying back debt at below 2% and then maybe 4% sort of beyond that versus your dividend yield currently north of 6%? And obviously, there should be, in theory, some growth on top of that given the leasing upside. Is there the potential to maybe be a little bit more aggressive on the share buybacks here in '22, given that you still have a healthy amount outstanding?

The short answer is yes. Investing, which is really, really where cost of capital and value creation for our shareholders gets focused here, kind of at Board level, does potentially contemplate depending on the share price and other things, more share buyback rather than less. And again, if that were to occur, if it were to occur, we would certainly announce it. We would -- if it were to occur, have to expand our repurchase program properly.

And based upon our trading volume, our average trading volume and the procedures for repurchasing shares to actually achieve stepped-up share repurchases of consequence, you would probably have to work hard at looking for potential block trades if they were available in the market properly under the program.

So some of it is going to be achievable relative to our volume levels and the program that we and virtually most companies that repurchase shares are under.

We have no further questions on the line. So I'll hand back over to George Carter for closing remarks.

Just thank everybody for turning -- tuning into the call today. '22 will be an exciting year for us and for the whole office market, for that matter. We are looking forward to it. We're excited. The energy markets are interesting, but certainly, there are a lot of moving parts for the office market and FSP in particular. I look forward to talking to you next quarter.

Thank you very much for joining us today, ladies and gentlemen. You may now disconnect your lines. Have a good afternoon. Thank you.