Orion Properties Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Real Estate Investments and Related Intangibles

Real Estate Investments and Related Intangibles

3 Months Ended

Mar. 31, 2025

Real Estate [Abstract]

Real Estate Investments and Related Intangibles

Note 3 – Real Estate Investments and Related Intangibles

Property Acquisitions

During the three months ended March 31, 2025, the Company had no acquisitions.

During the three months ended March 31, 2024, the Company acquired for no consideration, the fee simple interest in one parcel of land in connection with the maturity of the tax advantaged bond and ground lease structure. As a result of the transaction, $3.5 million that was previously classified as a finance lease right-of-use asset with respect to such land parcel previously subject to the ground lease was reclassified from other assets, net to land in the Company’s consolidated balance sheet as of March 31, 2024.

Property Dispositions and Real Estate Assets Held for Sale

During the three months ended March 31, 2025 and 2024, the Company had no dispositions. In April 2025, the Company closed on the sale of three vacant properties for an aggregate gross sales price of $19.1 million. All three of these properties were classified as held for sale in the accompanying consolidated balance sheet as of March 31, 2025. In connection with two of the property dispositions, the Company provided aggregate sales price credits to the buyers of $2.4 million. See Note 15 – Subsequent Events, below.

As of March 31, 2025, the Company had three properties classified as held for sale with a carrying value of $14.9 million, primarily comprised of land of $4.1 million and building, fixtures and improvements, net, of $10.8 million, included in real estate assets held for sale, net in the accompanying consolidated balance sheets, which it expects to be sold in the next 12 months as part of its portfolio management strategy. During the three months ended March 31, 2025, the Company recorded losses of $1.7 million related to properties that were classified as held for sale, which are included as part of impairments in the accompanying consolidated statements of operations. There were no recorded losses related to properties that were classified as held for sale during the three months ended March 31, 2024.

Intangible Lease Assets and Liabilities

Intangible lease assets and liabilities consisted of the following (in thousands, except weighted average useful life):


	Weighted Average Useful Life (Years)	March 31, 2025		December 31, 2024
Intangible lease assets:
In-place leases, net of accumulated amortization of $169,857 and $169,898, respectively	9.7	$	61,545	$	68,099
Leasing commissions, net of accumulated amortization of $5,688 and $4,508, respectively	12.5	22,765		21,834
Above-market lease assets, net of accumulated amortization of $12,303 and $12,831, respectively	10.7	1,789		2,041
Deferred lease incentives, net of accumulated amortization of $1,032 and $927, respectively	10.6	3,426		3,970
Total intangible lease assets, net		$	89,525	$	95,944

Intangible lease liabilities:
Below-market leases, net of accumulated amortization of $18,672 and $24,877, respectively	15.0	$	19,988	$	20,596

The aggregate amount of amortization of above-market and below-market leases included as a net increase to rental revenue in the accompanying statements of operations was $0.4 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively. The aggregate amount of amortization of deferred lease incentives included as net decreases to rental revenue was $0.1 million for the three months ended March 31, 2025 and 2024. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense in the accompanying statements of operations was $7.7 million and $16.0 million for the three months ended March 31, 2025 and 2024, respectively.

The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of March 31, 2025 (in thousands):


	Remainder of 2025		2026		2027		2028		2029		2030
In-place leases:
Total projected to be included in amortization expense	$	15,902	$	16,157	$	8,262	$	5,517	$	2,797	$	2,377
Leasing commissions:
Total projected to be included in amortization expense	$	1,931	$	2,312	$	2,157	$	1,936	$	1,647	$	1,627
Above-market lease assets:
Total projected to be deducted from rental revenue	$	595	$	680	$	237	$	115	$	63	$	63
Deferred lease incentives:
Total projected to be deducted from rental revenue	$	366	$	395	$	372	$	359	$	348	$	345
Below-market lease liabilities:
Total projected to be added to rental revenue	$	1,539	$	1,928	$	1,766	$	1,682	$	1,500	$	1,425

Investment in Unconsolidated Joint Venture

The following is a summary of the Company’s investment in the Arch Street Joint Venture, as of and for the periods indicated below (dollars in thousands):


	Ownership % (1)	Number of Properties	Carrying Value of Investment				Equity in Loss, Net
							Three Months Ended
Investment	March 31, 2025		March 31, 2025		December 31, 2024		March 31, 2025		March 31, 2024
Arch Street Joint Venture (2)	20%	6	$	11,576	$	11,822	$	(246)	$	(116)

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(1)The Company’s ownership interest reflects its legal ownership interest. The Company’s legal ownership interest may, at times, not equal the Company’s economic interest because of various provisions in the joint venture agreement regarding capital contributions, distributions of cash flow based on capital account balances and allocations of profits and losses. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interest.

(2)The total carrying value of the Company’s investment in the Arch Street Joint Venture was less than the underlying equity in net assets by $0.1 million and less than $0.1 million as of March 31, 2025 and December 31, 2024, respectively. This difference is related to the recognition of the fair value of the investment in the Arch Street Joint Venture in connection with the Separation and the Distribution. The difference in fair value and carrying value of the investment was allocated based on the underlying assets and liabilities of the Arch Street Joint Venture and is being amortized over the estimated useful lives of the respective assets and liabilities in accordance with the Company’s accounting policies.

The non-recourse mortgage notes associated with the Arch Street Joint Venture are scheduled to mature on November 27, 2025, with one remaining option to extend the maturity for an additional 12 months until November 27, 2026. As of March 31, 2025, there was $130.9 million outstanding under the mortgage notes and the Company’s proportionate share was $26.2 million. The mortgage notes have a variable interest rate and the spread on a SOFR (the secured overnight financing rate as administered by the Federal Reserve Bank of New York) loan is 2.60% per annum, and the spread on a base rate loan is 0.50% per annum. The Arch Street Joint Venture has entered into an interest rate cap agreement that caps the SOFR rate at 5.50% per annum.

On November 22, 2024, the Company provided a member loan to the Arch Street Joint Venture of $1.4 million in connection with the partial repayment of the Arch Street Joint Venture mortgage notes to satisfy the maximum 60% loan-to-value extension condition. During the three months ended March 31, 2025, the Company made an additional member loan of $8.3 million to fund leasing costs related to a lease extension that was completed for one of the properties in the Arch Street Joint Venture portfolio. The Company’s member loan to the Arch Street Joint Venture, which had $8.9 million receivable as of March 31, 2025, earns interest at 15% per annum, matures on November 27, 2026 and is non-recourse and unsecured, structurally subordinate to the Arch Street Joint Venture mortgage notes. Interest and principal are payable monthly solely out of the excess cash from the joint venture after payment of property operating expenses, interest and principal on the Arch Street mortgage notes and other joint venture expenses and excess proceeds from the sale of any of the joint venture properties.