Orion Properties Inc.

Orion Properties Third Quarter 2025 Earnings Call. As a reminder, this conference is being recorded. I would now like to turn the call over to Paul Hughes, General Counsel for Orion. Thank you. You may begin.

Thank you and good morning, everyone. Yesterday, Orion released its results for the quarter ended September 30th, 2025. Filed its Form 10Q with the Securities and Exchange Commission. and posted its earnings supplement to its website at onlreit.com. During the call today, we will be discussing Orion's guidance estimates for calendar year 2025 and other forward-looking statements, which are based on management's current expectations and are subject to certain risks that could cause actual results to differ materially from our estimates. The risks are discussed in our earnings release, as well as in our Form 10Q and other SEC filings, and Orion undertakes no duty to update any forward-looking statements made during this call. We will also be discussing non-GAAP financial measures, such as funds from operations, or FFO, and core funds from operations, or core FFO. These non-GAAP financial measures are not a substitute for financial information presented in accordance with GAAP, and Orion's earnings release and supplement include a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP measure. Hosting the call today are Orion's Chief Executive Officer, Paul McDowell, and Chief Financial Officer, Gavin Brandon. And joining us for the Q&A session will be Chris Day, our Chief Operating Officer. With that, I am now going to turn the call over to Paul McDowell.

Thank you, Paul. Good morning, everyone. And thank you for joining us on Orion Properties' third quarter earnings call. Today, I will highlight the substantial progress in executing on our business plan, and provide an update on our ongoing leasing, disposition, and acquisition activity for the quarter. Following my remarks, Gavin will review our financial results and improve guidance outlook for the rest of the year. We had another very productive leasing quarter with 303,000 square feet of space leased at a weighted average lease term, or WALT, of over 10 years, and an additional 57,000 square feet signed after quarter end. Our primary focus remains on continuing to enhance the quality and durability of our portfolio and its associated cash flows. One critical metric we use to measure that success is the weighted average lease term for the portfolio, which is now 5.8 years or approaching six years. This is a material improvement from the roughly 3.5 years at the time of our spins. This substantial progress reflects the steady execution of our business plan and the increasing stability of our tenant base. Year-to-date, through November 6, we have completed 919,000 square feet of leasing, which is in addition to the 1.1 million square feet we leased last year, reflecting the improving market backdrop. Included in the total for the third quarter is a 5.4-year new lease agreement for 80,000 square feet at our Kennesaw, Georgia property that we mentioned on the last call. We also signed several renewals during the quarter, including a 15-year extension with Agco Corporation for 126,000 square feet in Duluth, Georgia, a seven-year extension with T-Mobile for 69,000 square feet in Nashville, Tennessee, and a 15-year extension with the United States government for 16,000 square feet in Fort Worth, Texas. Importantly, rent spreads on lease renewal activity were again positive in the third quarter, up over 2% for renewals and over 4% for total leasing activity. Overall, leasing momentum remains constructive heading into year end and 2026. Our pipeline, which includes transactions in both the discussion and documentation stage, is over 500,000 square feet and includes several longer duration renewals and new leases with terms greater than the average of our portfolio. Orion's operating property occupancy rate was 72.8% at quarter end as compared to 73.7% at December 31st, 2024. The year-to-date change is impacted by lease rollovers during the year and resulting vacancies we are holding on the balance sheet, which we intend to sell or lease in the reasonably near term. Adjusted for operating properties that are currently under agreement to be sold or have been sold since quarter end, our property occupancy rate would be 74.5%. We continue to expect that our portfolio occupancy will rise materially next year and even further the next as we lease space. sell vacant properties, and selectively recycle capital into new assets. When talking about our occupancy expectations, it's important to note that our heavy lease rollover has improved markedly year over year. For example, in 2026, we have only $10.8 million of rent subject to rollover as compared to $39.4 million of rent that was subject to rollover risk last year in 2024. As further evidence of our active business plan execution, so far this year we have closed on the sale of seven vacant or soon to be vacant properties and one stabilized traditional office property totaling 761,000 square feet for a gross sales price of $64.4 million or about $85 per square foot. We also have agreements in place to sell another four properties, including three vacant or soon to be vacant properties and one stabilized traditional office property totaling over 500,000 square feet for $46.6 million or about $92 per square foot. These transactions are expected to close in the fourth quarter of 2025 and first quarter of 2026. Combined, that is close to 1.3 million square feet with gross proceeds of more than $110 million. Collectively, we have sold 27 properties since the spin, totaling 2.7 million square feet, which equates to more than 25% of the inherited portfolio's rentable square feet, saving an estimated $39 million of cumulative carry costs. Even with all this progress, we continue to evaluate our portfolio with particular focus on obsolete buildings and those assets requiring substantial capital investment. This includes the former Walgreens campus in Deerfield, Illinois, where we are close to completing the demolition of the outdated office buildings, and we expect to sell the 37.4 acre site in the coming quarters. 2025 marked a year of accelerating portfolio transformation, which positions us well for next year and beyond. We believe the sale transactions we've completed and are continuing to work on provide very attractive exit points for these properties and avoid the uncertainty and significant capital investment and carrying costs to re-tenant the assets. The stabilized asset sales we have announced will also allow us to continue to shift our portfolio away from traditional office properties. These transactions demonstrate our continued ability to monetize non-core assets and redeploy capital while improving the overall quality and durability of our remaining portfolio as demonstrated by our increasing wealth. We are also evaluating a number of opportunities to recycle the proceeds from our disposition activity as we continue to shift our portfolio concentration away from traditional suburban office properties and towards dedicated use assets or DUAs, where our tenants perform work that cannot be replicated from home or relocated to a generic office setting. These property types include medical, lab, R&D flex, and non-CBD government properties, all of which we already own. Our experience is that these assets tend to exhibit stronger renewal trends, higher tenant investment, and more durable cash flows. We are continuing to look carefully at limited targeted acquisitions of DUAs to recycle capital, stabilize rental revenues, increase portfolio wealth, and further enhance portfolio quality. At quarter end, approximately 33.9% of our portfolio by annualized base rent and approximately 24.6% by square footage were DUAs. And this percentage will increase over time through disposition activity and targeted acquisition. Orion has also been very proactive in managing leverage while maintaining significant liquidity to support our ongoing leasing efforts. To do so, We have sold vacant properties, used sale proceeds and cash flow to pay down debt, managed G&A, have been highly selective on acquisitions, and aligned our dividend policy. As a result, our net debt to annualized year-to-date adjusted EBITDA was a relatively conservative 6.7 times at quarter end. We will continue disciplined execution focused on portfolio stabilization and enhancement with the goal of further unlocking long-term value, which we believe will make Orion attractive to investors and potential strategic partners alike. We've made very significant progress de-risking the portfolio and executing the business plan this year with a portfolio wall now approaching six years, more than 900,000 square feet of leasing, and 12 properties sold or under contract for sale totaling 1.3 million square feet for over $110 million. Net of lease-related termination income, we believe 2025 should be the bottom for core FFO per share and that next year and subsequent years should show accelerating earnings growth coupled with rising occupancy. With that, I'll turn the call over to Gavin.

Thanks, Paul. Orion generated total revenues of $37.1 million in the third quarter as compared to $39.2 million in the same quarter of the prior year. Core FFO for the quarter was $11 million or $0.19 per share as compared to $12 million or $0.21 per share in the same quarter of 2024. Core FFO results for the year-to-date 2025 period were $33.1 million, or $0.59 per share, and include approximately $0.05 per share of lease-related termination income. Included in the $0.05 per share is $0.02 per share associated with the simultaneous sale and early lease termination of a traditional office building in Fresno, California. We will recognize an additional $0.03 per share of lease termination income from this transaction in the fourth quarter. Adjusted EBITDA was $17.4 million versus $19.1 million in the same quarter of 2024. The changes year over year are primarily related to vacancies, a smaller portfolio, and timing of leasing activity. G&A in the third quarter came in as expected at $4.6 million compared to $4.5 million in the same quarter of 2024. CapEx and leasing costs in the third quarter were $18.3 million compared to $6.1 million in the same quarter of 2024. The increase in CapEx in the 2025 period was driven by the acceleration in leasing activity. As we have discussed previously, CapEx timing is dependent on when leases are executed and work is completed on properties. We expect to allocate more capital to CapEx over time as leases roll and new and existing tenants draw upon their tenant improvement allowances. Turning to the balance sheet, at quarter end, we had total liquidity of $273 million, comprised of $33 million of cash and cash equivalents, including the company's prorated share of cash from the ArcStreet joint venture, and $240 million of available capacity on the credit facility revolver. We intend to maintain significant liquidity on the balance sheet to fund expected capital commitments to support our ongoing leasing successes and provide the financial flexibility needed to execute on our business plan for the next several years. We ended the quarter with net debt to gross real estate assets of 33.4% and total outstanding debt of $508.9 million, including our non-recourse $355 million CMBS loan, That is a securitized mortgage loan collateralized by 19 properties maturing in February, 2027. 110 million of floating rate debt on a credit facility revolver maturing in May, 2026. 18 million under the mortgage loan for our San Ramon property maturing in December, 2031. And 25.9 million representing our share of the Arc Street Joint Venture mortgage debt maturing in November 2025. The joint venture has exercised the option to extend this debt obligation for an additional 12 months until November 2026, and the lenders are in the process of confirming all extension conditions have been met. We further reduced our borrowings under the credit facility revolver to $92 million during October. Regarding our credit facility revolver, as mentioned, the scheduled maturity date for this obligation is in May 2026 and we have no remaining extension options. We continue to have productive discussions with our lenders about extending and or refinancing this debt obligation in keeping with our current business plan, and we fully expect to be successful. Extending and restructuring our credit facility continues to be among our highest priorities, and we will share updates on our progress on this front in future quarters. There are additional disclosures regarding our credit facility in our Form 10-Q. On November 5th, 2025, Orion's Board of Directors declared a quarterly cash dividend of two cents per share for the fourth quarter of 2025. Moving to guidance, we are improving our outlook for core FFO, net debt to adjusted EBITDA, and G&A in 2025. We are raising our full year core FFO guidance to a new range of 74 cents to 76 cents per share up from our prior range of 67 to 71 cents per share. The increase is primarily caused by lease termination income from a negotiated early termination of the lease at our Fresno property in conjunction with the property disposition. The termination payment was agreed to in the third quarter, and the income will be straight-lined through the disposition date, which occurred in October, and we will generate approximately 5 cents per share of lease termination incomes for 2025. We are also improving our outlook for net debt to adjusted EBITDA, which is now anticipated to range from 6.7 times to 7.2 times, down from 7.3 times to 8.3 times. The improvement is primarily driven by our continued net debt reduction efforts through expected property disposition proceeds, as well as the lease termination income I discussed earlier benefiting adjusted EBITDA. Lastly, we are improving and tightening our G&A range to $19.5 million to $20 million from $19.5 million to $20.5 million. While we are not providing formal 2026 guidance yet, we do expect 2025 to represent a trough for our core FFO, excluding a total of $0.08 per share of 2025 lease-related termination income, as our recent leasing and capital initiatives begin to translate into improved recurring earnings next year and beyond. With that, we will open the line for questions. Operator?

Thank you. If you'd like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question comes from the line of Mitch Germain with Citizens Bank. Please proceed with your question.

Thank you, and good morning. I want to talk about some of the puts and takes of guidance. You get the benefit of the lease term income. You're selling some vacancy, which helps with some of the expense drag, though it seems like, in effect, if I look at last quarter, Ed, the lease term income actually went down. Just maybe kind of describe some of the puts and takes that helped you kind of shape where your outlook is today.

Gavin, do you want to take that?

Yeah. Hey, Mitch. Good morning. Yeah. So the lease termination income was a result of negotiated termination settlement with one of our tenants in the Fresno building. The puts really is driven by that. And then as well as our leasing efforts that are taking place in the fourth quarter and the third quarter of leases that we signed in the prior year. in the prior quarter as well for the free rent periods are now coming to an end. And then from an interest perspective, our interest rates are coming down and so we're not paying as much interest expense. So we believe that that also helped us in the fourth quarter.

Okay.

Your leasing pipeline went down quarter to quarter. Does any of that have to do with some execution? obviously a little bit of a smaller portfolio as well. Is there anything that we should be thinking about behind that with regards to demand?

Well, I think it's a couple of things, Mitch. The answer is no on the demand scale. We've seen continued improved demand for our properties. So we feel pretty good about that. Some of it is exactly what you just mentioned. That is some of the properties that we talked about on the uh, last call that were sort of in the pipeline have now have, we've now got leases signed up. Um, and I think the second thing is that's a little different is we have less rollover coming next year. So we have a somewhat smaller portfolio. We've been selling vacancy, um, and we have less, you know, less expected vacancies for next year. So, you know, all that combines to probably shrinking the pipeline slightly. Um, but the pipeline we do have, you know, we feel pretty good about.

Gotcha. Last one for me. You did one acquisition last year. Obviously you want to change the composition of the types of assets that you're owning over time. It's not going to be an overnight thing. Curious about the pipeline of deals. Are you seeing deals and is, Pricing and demand, what could be slowing your ability to acquire here? Maybe just provide some perspective, please.

Yeah. Well, I think that on the last part, we are seeing a pretty strong pipeline of potential transactions. Of course, we are highly sensitive to a number of factors, pricing being probably the biggest one, of course. But then, of course, it's property location and lease duration. So it's a little like Goldilocks. We kind of got to find the right temperature for the acquisition that we're looking for. But we do see some good transactions. We're being highly selective. But we do think it makes sense for us to recycle some of this capital into new assets that with long duration walls and with higher quality cash flows, we're just not going to do it willy-nilly. We're going to be highly selective. We expect to add some assets in the next 12 months, but it will not be, you know, it will be a relatively modest number.

Great. Thank you very much, guys. Thank you, Mitch.

Thank you. Ladies and gentlemen, that concludes our question and answer session. I'll turn the floor back to Mr. McDowell for any final comments.

Thank you all for joining us today, and we look forward to further updating you in the months and quarters ahead. Thank you. Goodbye.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.