Form 8-K - Current report


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 8, 2024

ORION OFFICE REIT INC.

(Exact name of Registrant as specified in its charter)

Maryland

001-40873

87-1656425

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

2398 E. Camelback Road, Suite 1060

Phoenix,

85016

(Address of principal executive offices, including zip code)

(602)

698-1002

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class:		Trading symbol(s):	Name of each exchange on which registered:
Common Stock	$0.001 par value per share	ONL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On August 8, 2024, Orion Office REIT Inc. furnished the following documents: (i) a press release relating to its second quarter 2024 results, attached hereto as Exhibit 99.1; and (ii) supplemental information for the quarter ended June 30, 2024, attached hereto as Exhibit 99.2. The information set forth in this Item 2.02 and in the attached Exhibits 99.1 and 99.2 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press Release issued August 8, 2024 relating to Second Quarter 2024 Results
99.2						Supplemental Information for the Quarter Ended June 30, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ORION OFFICE REIT INC.

			By:			/s/ Gavin B. Brandon
			Name:			Gavin B. Brandon
			Title:			Chief Financial Officer, Executive Vice President and Treasurer

Date: August 8, 2024

Exhibit 99.1

FOR IMMEDIATE RELEASE

Orion Office REIT Inc. Announces Second Quarter 2024 Results

- Completed 470,000 Square Feet of Leasing and an Additional 55,000 Square Feet Subsequent to Quarter End Bringing Total Leasing 2024 Year-to-Date to 633,000 Square Feet and Since Spin to 2.4 Million Square Feet -

- Sold One Vacant Property Bringing Total Properties Sold Since the Spin to 18 and 1.9 Million Square Feet -

- Repaid $9.0 Million in Debt Obligations Bringing Total Since Spin to $158.0 Million -

- Declares Dividend of $0.10 Per Share for Second Quarter 2024 -

- Narrows 2024 Guidance Range on Key Metrics -

Phoenix, AZ, August 8, 2024 -- Orion Office REIT Inc. (NYSE: ONL) (“Orion” or the “Company”), a fully-integrated real estate investment trust (“REIT”) focused on the ownership, acquisition and management of a diversified portfolio of single-tenant net lease office properties located across the U.S., announced today its operating results for the second quarter ended June 30, 2024.

Paul McDowell, Orion’s Chief Executive Officer, commented, “We were pleased with our continued leasing momentum that resulted in the signing of two larger leases or lease renewals during the quarter and one tenant extension option elected subsequent to quarter end, bringing our total to 633,000 square feet of leasing activity executed year-to-date, more than doubling our leasing activity for all of last year. We believe that our low leverage balance sheet coupled with our recently extended credit facility revolver continue to provide the financial flexibility needed to navigate the current environment. With the completion of an additional asset sale this quarter, we also have made strong progress in our ongoing efforts to transform our portfolio with the sale of 18 non-core assets totaling 1.9 million square feet since the spin-off of our shares from Realty Income. We are proud of the substantial progress made to date, which we have achieved while reducing debt and maintaining FFO and Core FFO profitability.”

Second Quarter 2024 Financial and Operating Highlights

•Total revenues of $40.1 million

•Net loss attributable to common stockholders of $(33.8) million, or $(0.60) per share

•Funds from Operations (“FFO”) of $10.9 million, or $0.20 per share

•Core FFO of $14.2 million, or $0.25 per share

•EBITDA of $13.8 million, EBITDAre of $19.5 million and Adjusted EBITDA of $20.5 million

•Net Debt to Annualized Most Recent Quarter Adjusted EBITDA of 5.67x and Net Debt to Annualized Year-to-Date Adjusted EBITDA of 4.92x

Financial Results

During the second quarter 2024, the Company generated total revenues of $40.1 million, as compared to $52.0 million in the same quarter of 2023. The Company’s net loss attributable to common stockholders was $(33.8) million, or $(0.60) per share, during the second quarter of 2024, as compared to $(15.7) million, or $(0.28) per share, reported in the same quarter of 2023. Core FFO for the second quarter of 2024 was $14.2 million, or $0.25 per share, as compared to $26.9 million, or $0.48 per share in the same quarter of 2023.

Leasing Activity

During the second quarter 2024, the Company entered into the following new leases and lease renewals (square feet in thousands):

Location

New Lease or Renewal

Square Feet

Term

Expected Commencement or Previous Expiration

New Expected Expiration

Covington, KY

Renewal

413

4.0 years

July 2024

July 2028

Parsippany, NJ

New Lease

15.4 years

August 2025

December 2040

The Woodlands, TX

New Lease

2.3 years

July 2024

September 2026

Subsequent to quarter end, the tenant at the Company’s approximately 55,000 square foot property in Nashville, Tennessee exercised a 5.0-year renewal option, bringing the previously scheduled lease expiration from September 2025 to September 2030.

Disposition Activity

During the second quarter 2024, the Company closed on one vacant property disposition for 96,000 square feet for a gross sales price of $2.1 million. The Company also has agreements currently in place to sell one Operating Property and six Non-Operating Properties for an aggregate gross sales price of $39.0 million. The Company’s pending sale agreements are subject to a variety of conditions outside of our control, such as the buyer’s satisfactory completion of its due diligence and receipt of governmental approvals, and therefore, we cannot provide any assurance the transactions will close on the agreed upon price or other terms, or at all.

Real Estate Portfolio

As of June 30, 2024, the Company’s real estate portfolio consisted of 69 Operating Properties as well as a 20% ownership interest in the Arch Street Joint Venture, the Company’s Unconsolidated Joint Venture with an affiliate of Arch Street Capital Partners, LLC, comprising six properties. The Company’s Occupancy Rate was 79.7%, with 72.3% of Annualized Base Rent derived from Investment-Grade Tenants, and the portfolio’s Weighted Average Remaining Lease Term was 4.2 years. The Company’s Occupancy Rate was 80.9% adjusted for one Operating Property that is currently under agreement to be sold. Please see “About the Data” below for more information regarding the Company’s Operating Properties.

As of June 30, 2024, the Unconsolidated Joint Venture owned six real estate assets which had an Occupancy Rate of 100%, with 40.4% of Annualized Base Rent derived from Investment-Grade Tenants and a Weighted Average Remaining Lease Term of 5.8 years.

Balance Sheet and Liquidity

As of June 30, 2024, the Company had total debt of $489.3 million, comprising $107.0 million under the Company’s credit facility revolver, $355.0 million under the Company’s securitized mortgage loan (the “CMBS Loan”) and $27.3 million which represents the Company’s pro rata share of mortgage indebtedness of the Unconsolidated Joint Venture. During the second quarter 2024, the Company elected its option to extend the maturity date on the credit facility revolver for an additional 18 months from November 12, 2024 to May 12, 2026. The Unconsolidated Joint Venture mortgage debt is scheduled to mature in November 2024 and includes extension options which may be exercised if applicable conditions are met.

As of June 30, 2024, the Company had $267.9 million of liquidity, comprising $24.9 million cash and cash equivalents, including the Company’s pro rata share of cash from the Unconsolidated Joint Venture, as well as $243.0 million of available capacity on the credit facility revolver.

Dividend

On August 7, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $0.10 per share for the third quarter of 2024, payable on October 15, 2024, to stockholders of record as of September 30, 2024.

2024 Outlook

The Company is narrowing its 2024 Core FFO and Net Debt to Adjusted EBITDA guidance ranges to reflect greater certainty in its estimates for the remainder of the year. The Company’s 2024 General and Administrative Expenses guidance range is unchanged from last quarter.

Low

High

Core FFO per share

$0.97

$1.01

General and Administrative Expenses

$19.5 million

$20.5 million

Net Debt to Adjusted EBITDA

6.2x

6.6x

The Company’s guidance is based on current plans and assumptions and subject to the risks and uncertainties more fully described in the Company’s filings with the SEC. The Company reminds investors that its guidance estimates include assumptions with regard to rent receipts and property operating expense reimbursements, the amount and timing of acquisitions, dispositions, leasing transactions, capital expenditures, interest rate fluctuations and expected borrowings, and other factors. These assumptions are uncertain and difficult to accurately predict and actual results may differ materially from our estimates. See “Forward-Looking Statements” below.

Webcast and Conference Call Information

Orion will host a webcast and conference call to review its financial results at 10:00 a.m. ET on Friday, August 9, 2024. The webcast and call will be hosted by Paul McDowell, Chief Executive Officer and President, and Gavin Brandon, Chief Financial Officer, Executive Vice President and Treasurer. To participate, the webcast can be accessed live by visiting the “Investors” section of Orion’s website at onlreit.com/investors. To join the conference call, callers from the United States and Canada should dial 1-877-407-3982, and international callers should dial 1-201-493-6780, ten minutes prior to the scheduled call time.

Replay Information

A replay of the webcast may be accessed by visiting the “Investors” section of Orion’s website at onlreit.com/investors. The conference call replay will be available after 1:00 p.m. ET on Friday, August 9, 2024 through 11:59 p.m. ET on Friday, August 23, 2024. To access the replay, callers may dial 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and use passcode, 13745191.

Non-GAAP Financial Measures

To supplement the presentation of the Company’s financial results prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), this press release and the accompanying quarterly supplemental information as of and for the quarter ended June 30, 2024 (the “Supplemental Information Package”) contain certain financial measures that are not prepared in accordance with GAAP, including Funds from Operations (“FFO”), Core Funds from Operations (“Core FFO”), Funds Available for Distribution (“FAD”), Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”), and Adjusted EBITDA. Please see the attachments to this press release for how Orion defines these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP measure.

About Orion Office REIT Inc.

Orion Office REIT Inc. is an internally-managed real estate investment trust engaged in the ownership, acquisition and management of a diversified portfolio of office buildings located in high-quality suburban markets across the U.S. and leased primarily on a single-tenant net lease basis to creditworthy tenants. The Company was founded on July 1, 2021, spun-off from Realty Income (NYSE: O) on November 12, 2021 and began trading on the New York Stock Exchange on November 15, 2021. The Company is headquartered in Phoenix, Arizona and has an office in New York, New York. For additional information on the Company and its properties, please visit onlreit.com.

Investor Relations:

Email: investors@onlreit.com

Phone: 602-675-0338

About the Data

This data and other information described herein are as of and for the three and six months ended June 30, 2024, unless otherwise indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and uncertainties. This information should be read in conjunction with the consolidated and combined financial statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations sections contained in Orion Office REIT Inc.'s (the "Company," "Orion," "us," "our" and "we") Quarterly Reports on Form 10-Q for the periods ended June 30, 2024 and March 31, 2024 and the Annual Report on Form 10-K for the year ended December 31, 2023.

As of June 30, 2024, we commenced classifying certain of our properties which are being repositioned, redeveloped, developed or held for sale, as Non-Operating Properties rather than Operating Properties. We believe separately classifying Non-Operating Properties from Operating Properties provides better transparency into our portfolio and is therefore a more useful presentation to investors. See the section “Non-Operating Properties” below and the definitions of Operating Properties and Non-Operating Properties in the “Definitions” section below.

During the quarter ended June 30, 2024, we completed a parcel split of the property located in Amherst, NY, which included two buildings. As a result of the split, the two parcels and respective buildings on the parcels are being reported as two separate Operating Properties.

Definitions

Annualized Base Rent is the monthly aggregate cash amount charged to tenants under our leases (including monthly base rent receivables and certain fixed contractually obligated reimbursements by our tenants), as of the final date of the applicable period, multiplied by 12, including the Company's pro rata share of such amounts related to the Unconsolidated Joint Venture. Annualized Base Rent is not indicative of future performance.

CPI refers to a lease in which base rent is adjusted based on changes in a consumer price index.

Credit Rating of a tenant refers to the Standard & Poor's or Moody's credit rating and such rating also may reflect the rating assigned by Standard & Poor's or Moody's to the lease guarantor or the parent company as applicable.

Double Net Lease ("NN") is a lease under which the tenant agrees to pay all operating expenses associated with the property (e.g., real estate taxes, insurance, maintenance), but excludes some or all major repairs (e.g., roof, structure, parking lot, in each case, as further defined in the applicable lease).

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre") and Adjusted EBITDA

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. ("Nareit"), an industry trade group, has promulgated a supplemental performance measure known as Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate. Nareit defines EBITDAre as net income (loss) computed in accordance with GAAP, adjusted for interest expense, income tax expense (benefit), depreciation and amortization, impairment write-downs on real estate, gains or losses from disposition of property and our pro rata share of EBITDAre adjustments related to the Unconsolidated Joint Venture. We calculated EBITDAre in accordance with Nareit's definition described above.

In addition to EBITDAre, we use Adjusted EBITDA as a non-GAAP supplemental performance measure to evaluate the operating performance of the Company. Adjusted EBITDA, as defined by the Company, represents EBITDAre, modified to exclude non-routine items such as transaction related expenses and spin related expenses. We also exclude certain non-cash items such as impairments of intangible and right of use assets, gains or losses on derivatives, gains or losses on the extinguishment or forgiveness of debt, amortization of intangibles, above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities and our pro rata share of Adjusted EBITDA adjustments related to the Unconsolidated Joint Venture. Management believes that excluding these costs from EBITDAre provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time. Therefore, EBITDAre and Adjusted EBITDA should not be considered as an alternative to net income (loss), as determined under GAAP. The Company uses Adjusted EBITDA as one measure of its operating performance when formulating corporate goals and evaluating the effectiveness of the Company's strategies. EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Enterprise Value equals the sum of the Implied Equity Market Capitalization and Net Debt, in each case, as of an applicable date.

Fixed Charge Coverage Ratio is (a) Adjusted EBITDA divided by (b) the sum of (i) Interest Expense, excluding non-cash amortization and (ii) secured debt principal amortization on Adjusted Principal Outstanding. Management believes that Fixed Charge Coverage Ratio is a useful supplemental measure of our ability to satisfy fixed financing obligations.

Fixed Dollar or Percent Increase refers to a lease that requires contractual rent increases during the term of the lease agreement. A Fixed Dollar or Percent Increase lease may include a period of free rent at the beginning or end of the lease.

Flat refers to a lease that requires equal rent payments, with no contractual increases, throughout the term of the lease agreement. A Flat lease may include a period of free rent at the beginning or end of the lease.

Funds Available for Distribution ("FAD")

Funds available for distribution, as defined by the Company, represents Core FFO, as defined below, modified to exclude capital expenditures and leasing costs, as well as certain non-cash items such as amortization of above market leases, net of amortization of below market lease liabilities, straight-line rental revenue, amortization of the Unconsolidated Joint Venture basis difference and our pro rata share of FAD adjustments related to the Unconsolidated Joint Venture. Management believes that adjusting these items from Core FFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management and provides useful information regarding the Company's ability to fund its dividend.

However, not all REITs calculate FAD and those that do may not calculate FAD the same way, so comparisons with other REITs may not be meaningful. FAD should not be considered as an alternative to net income (loss) or cash flow provided by (used in) operating activities as determined under GAAP.

Nareit Funds from Operations ("Nareit FFO" or "FFO") and Core Funds from Operations ("Core FFO")

Due to certain unique operating characteristics of real estate companies, as discussed below, Nareit has promulgated a supplemental performance measure known as FFO, which we believe to be an appropriate supplemental performance measure to reflect the operating performance of the Company. FFO is not equivalent to our net income (loss) as determined under GAAP.

Nareit defines FFO as net income (loss) computed in accordance with GAAP adjusted for gains or losses from disposition of real estate assets, depreciation and amortization of real estate assets, impairment write-downs on real estate, and our pro rata share of FFO adjustments related to the Unconsolidated Joint Venture. We calculate FFO in accordance with Nareit's definition described above.

In addition to FFO, we use Core FFO as a non-GAAP supplemental financial performance measure to evaluate the operating performance of the Company. Core FFO, as defined by the Company, excludes from FFO items that we believe do not reflect the ongoing operating performance of our business such as transaction related expenses, spin related expenses, amortization of deferred lease incentives, amortization of deferred financing costs, equity-based compensation, amortization of premiums and discounts on debt, net and gains or losses on extinguishment of swaps and/or debt, and our pro rata share of Core FFO adjustments related to the Unconsolidated Joint Venture.

We believe that FFO and Core FFO allow for a comparison of the performance of our operations with other publicly-traded REITs, as FFO and Core FFO, or a substantially similar measure, are routinely reported by publicly-traded REITs, each adjust for items that we believe do not reflect the ongoing operating performance of our business and we believe are often used by analysts and investors for comparison purposes.

For all of these reasons, we believe FFO and Core FFO, in addition to net income (loss), as determined under GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of the Company over time. However, not all REITs calculate FFO and Core FFO the same way, so comparisons with other REITs may not be meaningful. FFO and Core FFO should not be considered as alternatives to net income (loss) and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, Nareit, nor any other regulatory body has evaluated the acceptability of the exclusions used to adjust FFO in order to calculate Core FFO and its use as a non-GAAP financial performance measure.

GAAP is an abbreviation for generally accepted accounting principles in the United States.

Gross Lease is a lease under which the landlord is responsible for all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs).

Gross Real Estate Investments represent total gross real estate and related assets of Operating Properties and the Company's pro rata share of such amounts related to properties owned by the Unconsolidated Joint Venture, net of gross intangible lease liabilities. As of June 30, 2024, the Company has revised its definition of Operating Properties to exclude Non-Operating Properties. This change in definition has also been applied retrospectively to the calculation of Gross Real Estate Investments for comparison purposes. Gross Real Estate Investments should not be considered as an alternative to the Company's real estate investments balance as determined under GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP.

GSA CPI refers to a General Services Administration ("GSA") lease that includes a contractually obligated operating cost component of rent which is adjusted annually based on changes in a consumer price index.

Implied Equity Market Capitalization equals shares of common stock outstanding as of an applicable date, multiplied by the closing sale price of the Company's stock as reported on the New York Stock Exchange on such date.

Industry is derived from the Global Industry Classification Standard ("GICS") Methodology that was developed by Morgan Stanley Capital International ("MSCI") in collaboration with S&P Dow Jones Indices to establish a global, accurate, complete and widely accepted approach to defining industries and classifying securities by industry.

Interest Coverage Ratio equals Adjusted EBITDA divided by Interest Expense, excluding non-cash amortization. Management believes that Interest Coverage Ratio is a useful supplemental measure of our ability to service our debt obligations.

Interest Expense, excluding non-cash amortization is a non-GAAP measure that represents interest expense incurred on the outstanding principal balance of our debt and the Company's pro rata share of the Unconsolidated Joint Venture's interest expense incurred on its outstanding principal balance. This measure excludes the amortization of deferred financing costs, premiums and discounts, which is included in interest expense in accordance with GAAP. Interest Expense, excluding non-cash amortization should not be considered as an alternative to the Company's interest expense as determined under GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company's financial information prepared in accordance with GAAP.

Investment-Grade Tenants are those with a Credit Rating of BBB- or higher from Standard & Poor’s or a Credit Rating of Baa3 or higher from Moody’s. The ratings may reflect those assigned by Standard & Poor’s or Moody’s to the lease guarantor or the parent company, as applicable.

Leased Rate equals the sum of Leased Square Feet divided by Rentable Square Feet and includes the Company’s pro rata share of such amounts related to the Unconsolidated Joint Venture, in each case, as of an applicable date.

Leased Square Feet is Rentable Square Feet leased for which revenue recognition has commenced in accordance with GAAP and signed leases for vacant space with future commencement dates and includes such amounts related to the Unconsolidated Joint Venture.

Modified Gross Lease is a lease under which the landlord is responsible for most expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs), but passes through some operating expenses to the tenant.

Month-to-Month refers to a lease that is outside of the contractual lease expiration, but the tenant has not vacated and continues to pay rent which may also include holdover rent if applicable.

Net Debt, Principal Outstanding and Adjusted Principal Outstanding

Principal Outstanding is a non-GAAP measure that represents the Company's outstanding principal debt balance, excluding certain GAAP adjustments, such as premiums and discounts, financing and issuance costs, and related accumulated amortization. Adjusted Principal Outstanding includes the Company's pro rata share of the Unconsolidated Joint Venture's outstanding principal debt balance. We believe that the presentation of Principal Outstanding and Adjusted Principal Outstanding, which show our contractual debt obligations, provides useful information to investors to assess our overall financial flexibility, capital structure and leverage. Principal Outstanding and Adjusted Principal Outstanding should not be considered as alternatives to the Company's consolidated debt balance as determined under GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP.

cash deposited with the credit facility lenders that was, in accordance with the terms of the credit facility revolver, used to prepay borrowings upon expiration or termination of the Company’s interest rate swap agreements. We believe that the presentation of Net Debt provides useful information to investors because our management reviews Net Debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage.

Net Debt Leverage Ratio equals Net Debt divided by Gross Real Estate Investments. The Net Debt Leverage Ratio for certain prior periods has been updated to reflect the Company’s revised definition of Operating Properties to exclude Non-Operating Properties, and the corresponding impact on the calculation of Gross Real Estate Investments.

Net Operating Income ("NOI") and Cash NOI

NOI is a non-GAAP performance measure used to evaluate the operating performance of a real estate company. NOI represents total revenues less property operating expenses and excludes fee revenue earned for services to the Unconsolidated Joint Venture, impairment, depreciation and amortization, general and administrative expenses, transaction related expenses and spin related expenses. Cash NOI excludes the impact of certain GAAP adjustments included in rental revenue, such as straight-line rental revenue, amortization of above-market intangible lease assets and below-market lease intangible liabilities, and amortization of deferred lease incentives. Cash NOI includes the pro rata share of such amounts from properties owned by the Unconsolidated Joint Venture. It is management's view that NOI and Cash NOI provide investors relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. NOI and Cash NOI should not be considered as an alternative to operating income in accordance with GAAP. Further, NOI and Cash NOI may not be comparable to similarly titled measures of other companies.

Non-Operating Properties refers to all properties owned and consolidated by the Company as of the applicable date which have been excluded from Operating Properties due to the properties being repositioned, redeveloped, developed or held for sale.

Occupancy Rate equals the sum of Occupied Square Feet divided by Rentable Square Feet and includes the Company's pro rata share of such amounts related to the Unconsolidated Joint Venture, in each case, as of an applicable date.

Occupied Square Feet is Rentable Square Feet leased for which revenue recognition has commenced in accordance with GAAP and includes such amounts related to the Unconsolidated Joint Venture.

Operating Properties refers to all properties owned and consolidated by the Company as of the applicable date, excluding Non-Operating Properties.

Property Operating Expense includes reimbursable and non-reimbursable costs to operate a property, including real estate taxes, utilities, insurance, repairs, maintenance, legal, property management fees, etc.

Rentable Square Feet is leasable square feet of Operating Properties and the Company's pro rata share of leasable square feet of properties owned by the Unconsolidated Joint Venture.

Triple Net Lease ("NNN") is a lease under which the tenant agrees to pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs in accordance with the lease terms).

Unconsolidated Joint Venture means the Company's investment in the unconsolidated joint venture with an affiliate of Arch Street Capital Partners, LLC.

Unencumbered Asset Ratio equals Unencumbered Gross Real Estate Investments divided by Gross Real Estate Investments. Management believes that Unencumbered Asset Ratio is a useful supplemental measure of our overall liquidity and leverage. The Unencumbered Asset Ratio for certain prior periods has been updated to reflect the Company’s revised definition of Operating Properties to exclude Non-Operating Properties, and the corresponding impact on the calculation of Gross Real Estate Investments.

Unencumbered Gross Real Estate Investments equals Gross Real Estate Investments, excluding Gross Real Estate Investments related to properties serving as collateral for the Company's CMBS Loan and the Company's pro rata share of properties owned by the Unconsolidated Joint Venture that are pledged as collateral under mortgage debt. Unencumbered Gross Real Estate Investments includes otherwise unencumbered properties which are part of the unencumbered property pool under our credit facility and therefore generally are not available to simultaneously serve as collateral under other borrowings. Unencumbered Gross Real Estate Investments for certain prior periods has been updated to reflect the Company’s revised definition of Operating Properties to exclude Non-Operating Properties, and the corresponding impact on the calculation of Gross Real Estate Investments.

Weighted Average Remaining Lease Term is the number of years remaining on each respective lease as of the applicable date, weighted based on Annualized Base Rent and includes the years remaining on each of the respective leases of the Unconsolidated Joint Venture, weighted based on the Company's pro rata share of Annualized Base Rent related to the Unconsolidated Joint Venture.

Forward-Looking Statements

Information set forth in this press release includes “forward-looking statements” which reflect the Company's expectations and projections regarding future events and plans, future financial condition, results of operations, liquidity and business, including leasing and occupancy, acquisitions, dispositions, rent receipts, expected borrowings and financing costs and the payment of future dividends. Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans," "projects," "seeks," "should," "targets," "will," "guidance," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available to the Company and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company's control, that could cause actual events and plans or could cause the Company's business, 2024 financial outlook, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. Further, information regarding historical rent collections should not serve as an indication of future rent collections.

The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements:

•the risk of rising interest rates, including that our borrowing costs may increase and we may be unable to extend or refinance our debt obligations on favorable terms and in a timely manner, or at all;

•the risk of inflation, including that our operating costs, such as insurance premiums, utilities, real estate taxes, capital expenditures and repair and maintenance costs, may rise;

•conditions associated with the global market, including an oversupply of office space, tenant credit risk and general economic conditions and geopolitical conditions;

•the extent to which changes in workplace practices and office space utilization, including remote and hybrid work arrangements, will continue and the impact that may have on demand for office space at our properties;

•our ability to acquire new properties and sell non-core assets on favorable terms and in a timely manner, or at all;

•our ability to comply with the terms of our credit agreements or to meet the debt obligations on our properties;

•our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms and in a timely manner, or at all;

•changes in the real estate industry and in performance of the financial markets and interest rates and our ability to effectively hedge against interest rate changes;

•the risk of tenants defaulting on their lease obligations, which is heightened due to our focus on single-tenant properties;

•our ability to renew leases with existing tenants or re-let vacant space to new tenants on favorable terms and in a timely manner, or at all;

•the cost of rent concessions, tenant improvement allowances and leasing commissions;

•the potential for termination of existing leases pursuant to tenant termination rights;

•the amount, growth and relative inelasticity of our expenses;

•risks associated with the ownership and development of real property;

•risks accompanying our investment in and the management of OAP/VER Venture, LLC (the “Arch Street Joint Venture”), our unconsolidated joint venture, in which we hold a non-controlling ownership interest, including that the unconsolidated joint venture may be unable to satisfy the extension conditions or otherwise extend or refinance its outstanding mortgage debt on or prior to maturity;

•our ability to close pending real estate transactions, which may be subject to conditions that are outside of our control;

•our ability to accurately forecast the payment of future dividends on our common stock, and the amount of such dividends;

•risks associated with acquisitions, including the risk that we may not be in a position, or have the opportunity in the future, to make suitable property acquisitions on advantageous terms and/or that such acquisitions will fail to perform as expected;

•risks associated with the fact that we have a limited operating history and our future performance is difficult to predict;

•our properties may be subject to impairment charges;

•risks resulting from losses in excess of insured limits or uninsured losses;

•risks associated with the potential volatility of our common stock; and

•the risk that we may fail to maintain our income tax qualification as a real estate investment trust.

Additional factors that may affect future results are contained in the Company's filings with the SEC, which are available at

the SEC’s website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.

ORION OFFICE REIT INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)


	(Unaudited)
	June 30, 2024		December 31, 2023
Assets
Real estate investments, at cost:
Land	$	222,730	$	223,264
Buildings, fixtures and improvements	1,060,726		1,097,132
Total real estate investments, at cost	1,283,456		1,320,396
Less: accumulated depreciation	172,476		158,791
Total real estate investments, net	1,110,980		1,161,605
Accounts receivable, net	23,122		24,663
Intangible lease assets, net	97,977		126,364
Cash and cash equivalents	24,224		22,473

Other assets, net	83,550		88,828
Total assets	$	1,339,853	$	1,423,933

Liabilities and Equity
Mortgages payable, net	$	353,200	$	352,856
Credit facility revolver	107,000		116,000
Accounts payable and accrued expenses	26,941		30,479
Below-market lease liabilities, net	5,536		8,074
Distributions payable	5,595		5,578
Other liabilities, net	24,090		23,943
Total liabilities	522,362		536,930

Common stock	56		56
Additional paid-in capital	1,146,199		1,144,636
Accumulated other comprehensive loss	(14)		(264)
Accumulated deficit	(330,136)		(258,805)
Total stockholders' equity	816,105		885,623
Non-controlling interest	1,386		1,380
Total equity	817,491		887,003
Total liabilities and equity	$	1,339,853	$	1,423,933

ORION OFFICE REIT INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for per share data) (Unaudited)



	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues:
Rental	$	39,923	$	51,824	$	86,918	$	101,814
Fee income from unconsolidated joint venture	201		200		403		400
Total revenues	40,124		52,024		87,321		102,214
Operating expenses:
Property operating	15,757		15,487		31,756		30,831
General and administrative	4,544		4,565		9,493		8,874
Depreciation and amortization	38,614		27,877		63,118		56,043
Impairments	5,680		11,819		25,365		15,573
Transaction related	167		150		277		255
Total operating expenses	64,762		59,898		130,009		111,576
Other (expenses) income:
Interest expense, net	(8,058)		(7,222)		(16,204)		(14,361)

Loss on extinguishment of debt, net	(1,078)		(504)		(1,078)		(504)
Other income, net	209		165		372		201

Equity in loss of unconsolidated joint venture, net	(163)		(95)		(279)		(218)
Total other (expenses) income, net	(9,090)		(7,656)		(17,189)		(14,882)
Loss before taxes	(33,728)		(15,530)		(59,877)		(24,244)
Provision for income taxes	(73)		(185)		(150)		(345)
Net loss	(33,801)		(15,715)		(60,027)		(24,589)
Net income attributable to non-controlling interest	—		(15)		(6)		(26)
Net loss attributable to common stockholders	$	(33,801)	$	(15,730)	$	(60,033)	$	(24,615)

Weighted-average shares outstanding - basic and diluted	55,910		56,680		55,857		56,661
Basic and diluted net loss per share attributable to common stockholders	$	(0.60)	$	(0.28)	$	(1.07)	$	(0.43)

ORION OFFICE REIT INC.

FFO, CORE FFO AND FAD

(In thousands, except for per share data) (Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss attributable to common stockholders	$	(33,801)	$	(15,730)	$	(60,033)	$	(24,615)
Adjustments:
Depreciation and amortization of real estate assets	38,582		27,852		63,054		55,994

Impairment of real estate	5,680		11,819		25,365		15,573
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable	464		463		928		925
FFO attributable to common stockholders	$	10,925	$	24,404	$	29,314	$	47,877
Transaction related	167		150		277		255
Amortization of deferred financing costs	914		1,060		1,838		2,108
Amortization of deferred lease incentives, net	124		99		247		201
Equity-based compensation	935		689		1,725		1,215
Loss on extinguishment of debt, net	1,078		504		1,078		504
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable	28		29		57		58
Core FFO attributable to common stockholders	$	14,171	$	26,935	$	34,536	$	52,218


Amortization of above and below market leases, net	(429)		(274)		(966)		(489)
Straight-line rental revenue	240		(2,275)		(309)		(4,959)
Unconsolidated Joint Venture basis difference amortization	113		114		227		247
Capital expenditures and leasing costs	(6,319)		(2,172)		(9,764)		(5,510)
Other adjustments, net	74		74		182		205
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable	(22)		(41)		(43)		(81)
FAD attributable to common stockholders	$	7,828	$	22,361	$	23,863	$	41,631

Weighted-average shares outstanding - basic	55,910		56,680		55,857		56,661
Effect of weighted-average dilutive securities (1)	99		11		37		12
Weighted-average shares outstanding - diluted	56,009		56,691		55,894		56,673

FFO attributable to common stockholders per diluted share	$	0.20	$	0.43	$	0.52	$	0.84
Core FFO attributable to common stockholders per diluted share	$	0.25	$	0.48	$	0.62	$	0.92
FAD attributable to common stockholders per diluted share	$	0.14	$	0.39	$	0.43	$	0.73

____________________________________

(1)Dilutive securities include unvested restricted stock units net of assumed repurchases in accordance with the treasury stock method and exclude performance-based restricted stock units for which the performance thresholds have not been met by the end of the applicable reporting period. Such dilutive securities are not included when calculating net loss per diluted share applicable to the Company for the three and six months ended June 30, 2024 and 2023, as the effect would be antidilutive.

ORION OFFICE REIT INC.

EBITDA, EBITDAre AND ADJUSTED EBITDA

(In thousands) (Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss attributable to common stockholders	$	(33,801)	$	(15,730)	$	(60,033)	$	(24,615)
Adjustments:
Interest expense	8,058		7,222		16,204		14,361
Depreciation and amortization	38,614		27,877		63,118		56,043
Provision for income taxes	73		185		150		345
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable	902		861		1,762		1,715
EBITDA	$	13,846	$	20,415	$	21,201	$	47,849

Impairment of real estate	5,680		11,819		25,365		15,573

EBITDAre	$	19,526	$	32,234	$	46,566	$	63,422
Transaction related	167		150		277		255
Amortization of above and below market leases, net	(429)		(274)		(966)		(489)
Amortization of deferred lease incentives, net	124		100		247		201
Loss on extinguishment and forgiveness of debt, net	1,078		504		1,078		504
Proportionate share of Unconsolidated Joint Venture adjustments for items above, as applicable	(8)		(8)		(15)		(15)
Adjusted EBITDA	$	20,458	$	32,706	$	47,187	$	63,878

ORION OFFICE REIT INC.

FINANCIAL AND OPERATIONS STATISTICS AND RATIOS

(Dollars in thousands) (Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Interest expense - as reported	$	8,058	$	7,222	$	16,204	$	14,361
Adjustments:
Amortization of deferred financing costs and other non-cash charges	(914)		(1,059)		(1,838)		(2,108)

Proportionate share of Unconsolidated Joint Venture Interest Expense, excluding non-cash amortization	409		366		775		729
Interest Expense, excluding non-cash amortization	$	7,553	$	6,529	$	15,141	$	12,982


	Three Months Ended June 30,				Six Months Ended June 30,
Interest Coverage Ratio	2024		2023		2024		2023
Interest Expense, excluding non-cash amortization (1)	$	7,553	$	6,529	$	15,141	$	12,982
Adjusted EBITDA (2)	20,458		32,706		47,187		63,878
Interest Coverage Ratio	2.71x		5.01x		3.12x		4.92x

Fixed Charge Coverage Ratio
Interest Expense, excluding non-cash amortization (1)	$	7,553	$	6,529	$	15,141	$	12,982
Secured debt principal amortization	—		—		—		—
Proportionate share of Unconsolidated Joint Venture adjustments for secured debt principal amortization	46		—		46		—
Total fixed charges	7,599		6,529		15,187		12,982
Adjusted EBITDA (2)	20,458		32,706		47,187		63,878
Fixed Charge Coverage Ratio	2.69x		5.01x		3.11x		4.92x

____________________________________

(1)Refer to the Statement of Operations for interest expense calculated in accordance with GAAP and to the Supplemental Information Package for the required reconciliation to the most directly comparable GAAP financial measure.

(2)Refer to the Statement of Operations for net income calculated in accordance with GAAP and to the EBITDA, EBITDAre and Adjusted EBITDA section above for the required reconciliation to the most directly comparable GAAP financial measure.


Net Debt	June 30, 2024		December 31, 2023

Mortgages payable, net	$	353,200	$	352,856

Credit facility revolver	107,000		116,000
Total debt - as reported	460,200		468,856
Deferred financing costs, net	1,800		2,144
Principal Outstanding	462,000		471,000
Proportionate share of Unconsolidated Joint Venture Principal Outstanding	27,286		27,332
Adjusted Principal Outstanding	489,286		498,332
Cash and cash equivalents	(24,224)		(22,473)

Proportionate share of Unconsolidated Joint Venture cash and cash equivalents	(720)		(650)
Net Debt	$	464,342	$	475,209

ORION OFFICE REIT INC.

FINANCIAL AND OPERATIONS STATISTICS AND RATIOS

(Dollars in thousands) (Unaudited)


	June 30, 2024		December 31, 2023
Total real estate investments, at cost - as reported	$	1,283,456	$	1,320,396
Adjustments:
Gross intangible lease assets	307,744		333,658
Gross intangible lease liabilities	(29,779)		(31,250)
Non-Operating Properties total real estate investments, at cost (1)	(11,113)		—
Proportionate share of Unconsolidated Joint Venture Gross Real Estate Investments	45,552		45,548
Gross Real Estate Investments (1)	$	1,595,860	$	1,668,352


	June 30, 2024			December 31, 2023
Net Debt Ratios
Net Debt (2)	$	464,342		$	475,209
Annualized Most Recent Quarter Adjusted EBITDA	81,832			98,588
Net Debt to Annualized Quarter-to-Date Adjusted EBITDA Ratio	5.67x			4.82x

Net Debt (2)	$	464,342		$	475,209
Annualized Year-to-Date Adjusted EBITDA (3)	94,374			118,542
Net Debt to Annualized Year-to-Date Adjusted EBITDA Ratio (3)	4.92x			4.01x

Net Debt (2)	$	464,342		$	475,209
Gross Real Estate Investments (1) (2)	1,595,860			1,668,352
Net Debt Leverage Ratio	29.1		%	28.5		%

Unencumbered Assets/Real Estate Assets
Unencumbered Gross Real Estate Investments	$	983,429		$	1,060,660
Gross Real Estate Investments (1) (2)	1,595,860			1,668,352
Unencumbered Asset Ratio	61.6		%	63.6		%

____________________________________

(1)As of June 30, 2024, the Company has revised its definition of Operating Properties to exclude Non-Operating Properties. This change in definition has also been applied retrospectively to the calculation of Gross Real Estate Investments for comparison purposes.

(2)Refer to the Balance Sheets for total debt and real estate investments, at cost calculated in accordance with GAAP and to the table above for the required reconciliation to the most directly comparable GAAP financial measure. The Company's otherwise unencumbered properties are part of the unencumbered property pool under the related loan agreements and therefore, generally are not available to simultaneously serve as collateral under other borrowings.

(3)Year-to-date Adjusted EBITDA for December 31, 2023 has not been annualized for the purpose of this calculation.

ORION OFFICE REIT INC.

CORE FUNDS FROM OPERATIONS PER DILUTED SHARE - 2024 GUIDANCE

(Unaudited)

The Company expects its 2024 Core FFO per diluted share to be in a range between $0.97 and $1.01. This guidance assumes:

• General & Administrative Expenses: $19.5 million to $20.5 million

• Net Debt to Adjusted EBITDA: 6.2x to 6.6x

The estimated net income per diluted share is not a projection and is provided solely to satisfy the disclosure requirements of the U.S. Securities and Exchange Commission.

The Company does not provide a reconciliation of Net Debt to Adjusted EBITDA guidance to the most directly comparable GAAP measure, due to the inherent difficulty and uncertainty in quantifying certain adjustments principally related to the Company’s investment in the unconsolidated joint venture.


	Low		High
Diluted net loss per share attributable to common stockholders	$	(1.07)	$	(1.03)

Depreciation and amortization of real estate assets	1.84		1.84

Proportionate share of adjustments for Unconsolidated Joint Venture	0.03		0.03

FFO attributable to common stockholders per diluted share	0.80		0.84
Adjustments (1)	0.17		0.17
Core FFO attributable to common stockholders per diluted share	$	0.97	$	1.01

____________________________________

(1)Includes transaction related expenses, amortization of deferred lease incentives, amortization of deferred financing costs, equity-based compensation, and our proportionate share of such adjustments for the Unconsolidated Joint Venture.

Exhibit 99.2



						Q2 2024 SUPPLEMENTAL INFORMATION


Orion Supplemental Information
June 30, 2024


Section			Page

About the Data			3
Forward-Looking Statements			4
Company Overview			6
Balance Sheets			8
Statements of Operations			9
Funds From Operations (FFO), Core FFO and Funds Available for Distribution (FAD)			10
EBITDA, EBITDAre and Adjusted EBITDA			11
Capital Structure			12
Debt Detail			13
Ratio Analysis			14
Credit Facility Revolver Covenants			15
Net Operating Income (NOI) and Cash NOI			16
Leasing Activity			17
Vacant Property Operating Expenses			19
Dispositions			20
Diversification Statistics: Real Estate Portfolio			21
Tenants Comprising Over 1% of Annualized Base Rent			22
Tenant Industry Diversification			23
Lease Expirations			24
Lease Summary			25
Operating Property Geographic Diversification			26
Operating Property Type			27
Full Portfolio			28
Non-Operating Properties			30
Unconsolidated Joint Venture Investment Summary			31
Definitions			32

Orion Office REIT Inc. | WWW.ONLREIT.COM | 2



						Q2 2024 SUPPLEMENTAL INFORMATION



About the Data

This data and other information described herein are as of and for the quarter ended June 30, 2024, unless otherwise indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and uncertainties. This information should be read in conjunction with the consolidated and combined financial statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations sections contained in Orion Office REIT Inc.'s (the "Company," "Orion," "us," "our" and "we") Quarterly Reports on Form 10-Q for the periods ended June 30, 2024 and March 31, 2024 and the Annual Report on Form 10-K for the year ended December 31, 2023.

Orion Office REIT Inc. | WWW.ONLREIT.COM | 3



						Q2 2024 SUPPLEMENTAL INFORMATION



Forward-Looking Statements

Information set forth herein includes “forward-looking statements” which reflect the Company's expectations and projections regarding future events and plans, future financial condition, results of operations, liquidity and business, including leasing and occupancy, acquisitions, dispositions, rent receipts, expected borrowings and financing costs and the payment of future dividends. Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans," "projects," "seeks," "should," "targets," "will," "guidance," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available to the Company and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company's control, that could cause actual events and plans or could cause the Company's business, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. Further, information regarding historical rent collections should not serve as an indication of future rent collections.