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Operator: Greetings and welcome to Orion Office REIT Inc.’s Fourth Quarter and Full Year 2024 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 Office REIT Inc. Thank you. You may begin.

Paul Hughes: Thank you and good morning everyone. Yesterday, Orion Office REIT Inc. released its financial results for the quarter and year ended December 31, 2024, filed this annual report on Form 10-K 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 certain forward-looking statements, such as the company’s guidance estimates for calendar year 2025, 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 10-K and other SEC filings. Orion Office REIT Inc.

undertakes no duty to update any forward-looking statements made during this call. Today on the call, we will be discussing certain non-GAAP financial measures, which are not the substitute financial information presented in accordance with GAAP, such as funds from operations or FFO and core funds from operations or core FFO. Orion Office REIT Inc.’s earnings release and supplement include a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measure. Hosting the call today are Orion Office REIT Inc.’s Chief Executive Officer, Paul McDowell, and Chief Financial Officer, Gavin Brandon. Joining us for the Q&A session are Gary Landryau, our Chief Investment Officer, and Christopher Day, our Chief Operating Officer.

With that, I am now going to turn the call over to Paul McDowell.

Paul McDowell: Good morning, everyone, and thank you for joining us on Orion Office REIT Inc.’s fourth quarter earnings call. Today, I will provide a recap on the quarter and full year 2024, and then speak to the business and the direction we plan to take the company. Following my remarks, Gavin will review our financial results and provide our outlook for 2025. The highlight of the year was leasing. As we exited 2024, there is no question that the overall market tone was improving, as was reflected in our leasing performance, which totaled about 1.1 million square feet. This was more than four times the leasing we delivered in 2023. A great example of this positive momentum was our approximately 136,000 square foot Hasbro property in downtown Providence, Rhode Island.

Last year, Hasbro notified us that they were moving out of this Class A building, and after a brief but intensive marketing effort, we were able to backfill the entire building almost immediately with a long-term 11-year lease to Rhode Island’s largest health system, Lifespan Corporation, now called Brown University Health. Hasbro’s lease expired in early February, and we expect Lifespan’s lease to commence roughly 60 days thereafter. Overall, we signed 287,000 square feet of new leases in 2024, which is more than 13 times the new leases signed in 2023 at 21,000 square feet. This year has started with a robust pipeline of potential new and renewal leasing transactions. We exited 2024 with a portfolio weighted average lease term, or WALT, that now stands at 5.2 years, up from 4 years at the same time last year, which reflects our stabilizing portfolio.

Renewal rent spreads for 2024 leasing activity were down 6.6%, primarily because of one lease renewed in the fourth quarter with significant rent roll down. These pressures on rent spreads reflect the significant competition we face to retain and find new tenants in specific markets. However, renewal rent spreads on a GAAP or average rent basis, due to annual rent bumps over the lease terms, are positive by just over 2%. Given the smaller size of our portfolio, this figure will be quite volatile quarter to quarter and even year to year as we lease individual properties. Another key accomplishment I want to highlight is that Orion Office REIT Inc. has weathered the intensive lease rollover of the past three years, particularly in 2024, when we had close to $40 million in annualized base rents scheduled to roll.

Looking ahead, while we will still face significant lease expirations and rollover risk, we anticipate the combined pace of lease-up and disposition of vacant properties will exceed the pace of tenant move-outs, and our portfolio occupancy will begin to rise after this year. We have made progress in reorienting our portfolio since our spin, and we believe that 2025 and into 2026 will be the nadir of our revenue and core FFO earnings declines, followed by accelerating revenue and earnings growth as we move into 2027 and thereafter. Overall, we have delivered against our strategic plan even as the broader office markets have seen a historic collapse in demand. However, as we have observed the events of the past three years and their impacts on our portfolio, we have noted a significant trend that we believe we can capitalize on over time to build a more stable long-duration property mix.

During this period, we have experienced historically high nonrenewals in many of our traditional or generic office properties as tenant space needs have shrunk due to the work-from-home and other phenomena, while at the same time, we have had good success renewing tenants who occupy our dedicated use assets that have an office component. We believe that owning properties where our tenants conduct business that cannot be replicated from home or other generic office locations will have higher usage, stronger rents, and a higher likelihood of lease renewal, thus stabilizing cash flows and increasing our growth profile. These dedicated use assets, or DUA, have other attractive features that we believe enhance tenant stability, such as significant tenant investment in FF&E, and strategic placement near dedicated workforces, in addition to other attributes.

Our DUA property focus will include medical, lab, R&D, flex, and non-CBD government, all property types we already own. A good example of this property type is the Valent lab and office property that we added in San Ramon, California, during the third quarter. As we execute on this shift in strategy, we intend to continue to move away from generic office properties, which has already been well underway as we have aggressively sold these types of properties as they have become vacant. At year-end, approximately 32% of our properties, measured by annualized base rent, or 25% as measured by total square footage, are dedicated use. As we move ahead, we intend to gradually increase this percentage over time through property sales of traditional office, including both vacant and stabilized assets, and selectively adding DUA properties in their place.

In connection with this strategy shift, as we announced earlier today, we are rebranding the company name to Orion Properties, which we believe better reflects the company’s current portfolio mix and the direction away from traditional office toward our focus on dedicated use assets as we move forward. We recognize as a smaller size REIT that G&A as a percentage of assets and revenues is of particular importance. Accordingly, together with our corporate rebranding and strategy shifts, we have made various changes to more effectively align our G&A costs. Examples of savings include restructuring the composition of the team and responsibilities to streamline operations and more effectively manage G&A. We will incur a restructuring charge in 2025 related to these changes.

One of the changes I want to acknowledge directly is the retirement of Gary Landryau, our Chief Investment Officer, effective June 30. Gary and I have worked together closely for nearly 30 years at Orion Office REIT Inc. and its predecessor companies, and I want to thank him personally for all his contributions, which have been immense. He is an outstanding professional, and we will miss him. Luckily, we have a strong bench here at Orion Office REIT Inc., and it is our intention to reallocate his responsibilities to the team already in place to allow for transition following his retirement. Gary will remain in a consulting role at Orion Office REIT Inc. through January 2026. We also expect to make additional changes to further streamline our efficiency and team as we move through the year, but none will be as impactful financially as the roughly $1 million of annualized savings we will be able to realize upon Gary’s retirement.

Further to our commitment to aligning G&A, Gavin and I have both foregone any salary increase for this year. We are severely limiting promotions, and average salary increases for the remainder of Orion Office REIT Inc.’s employees in 2025 will be below inflation. Even with these measures, it is important to understand we need to maintain the team to both run a public company and manage our portfolio, which is increasingly becoming more management-intensive as more properties become multi-tenant. Importantly, these efforts should enable us to keep G&A flat year over year despite continued inflationary pressures on costs across the board. While market leasing tone is improving, it is from a very low base, and there remain a myriad of challenges ahead for all suburban office property owners, including Orion Office REIT Inc.

We expect tenant concessions to remain high and rents to remain pressured on both renewals and re-tenanting. Additionally, it remains to be seen how objectives of the new presidential administration will impact our GSA portfolio. We remain cautiously optimistic as nearly our entire portfolio is in the firm term and none is in the immediate Washington, D.C. area. Accordingly, as we have been communicating for more than three years, Orion Office REIT Inc. needs to maintain liquidity. Although we will inevitably see debt levels rising on both an absolute and debt to EBITDA basis in coming years, offset by anticipated earnings growth in the out years, we expect to further pare our portfolio through accelerating asset sales in 2025, focused on traditional office.

We are continuing to evaluate our best exit strategy for the former Walgreen campus in Deerfield, Illinois, and expect to demolish the outdated office buildings this spring to lower our cost of carry should we decide to continue to own the land in anticipation of future development. In the fourth quarter, we also extended the mortgage loan financing on our Art Street joint venture portfolio for one year until November 2025. We have also recently extended the Sytemx lease in the joint venture portfolio by ten years and made a member loan to the joint venture at 15% annual interest to fund a modest paydown of the mortgage loan and the Sytemx leasing costs in connection with the extension. We had a $9.2 million receivable under the member loan as of March 5, 2025.

We structured this loan to pay interest and principal monthly from excess cash flows from the six properties in the joint venture portfolio, thus reducing our exposure. As part of our ongoing efforts to retain capital to execute on the business plan and accelerate our pathway to earnings growth, we are constantly evaluating our sources and uses of capital, including our dividend, which is our cheapest source of capital. While the current dividend is well covered on a core FFO basis, the board of directors has approved a new dividend of $0.02 per share beginning with the first quarter. The change to the dividend payout is consistent with the strategic change we are announcing today as we seek the lowest cost of funds to help us maintain and grow existing tenancy, continue the shift towards more dedicated use assets, and efficiently refinance our debt obligations as they come due in 2026 and 2027.

As we enter 2025, we will continue to invest capital in well-located properties we believe will generate strong, sustained cash flow in our target growth markets and property types. During the year and in the coming years, we will need to fund capital expenditures to enhance the long-term value and to ensure we can continue to lease our properties and keep current tenants and attract new companies. This strategy is the reason we have remained highly disciplined in reducing debt and maintaining a low leverage balance sheet over the past three years. Given last year’s strong leasing and our growing pipeline this year, we are beginning to realize the benefits of some of our past investments. That said, in 2025, the impact of the rise in interest rates, the 19 properties we have sold, and the vacancy we carry from lease rollover of the last few years will pressure cash flow as we have previously communicated.

Importantly, we remain profitable from an FFO and core FFO per share basis. As I shared earlier, we believe that 2025 and into 2026 will be at the bottom, and beyond this year and into 2027, we will start to show flat to modest growth in many key metrics as newly leased space begins generating income and as associated vacant carry costs decline. We are quite energized that this transformation will position the company to grow meaningfully in the future and encouraged that the leasing momentum will continue to contribute to the stabilization of our portfolio. With that, I will pass the call to Gavin.

Gavin Brandon: Thanks, Paul. I will start by discussing Orion Office REIT Inc.’s results for the fourth quarter and full year and then provide our 2025 financial outlook. Orion Office REIT Inc. generated total revenues of $38.4 million in the fourth quarter as compared to $43.8 million in the same quarter of the prior year. We reported a net loss attributable to common stockholders of $32.8 million or $0.59 per share compared to a net loss of $16.2 million or $0.29 per share reported in the fourth quarter of 2023. Core FFO for the quarter was $10.2 million or $0.18 per share as compared to $18.5 million or $0.33 per share in the same quarter of 2023. Adjusted EBITDA was $16.6 million versus $24.6 million in the same quarter of 2023.

The changes year over year are primarily related to vacancies and the timing of leasing activity. For the full year, Orion Office REIT Inc.’s revenues were $164.9 million, and a net loss attributable to common stockholders was $103 million, or a net loss of $1.84 per share. Core FFO was $56.8 million or $1.01 per share. Adjusted EBITDA for the full year was $82.8 million. G&A in the fourth quarter came in as expected at $6.1 million compared to $5.5 million in the same quarter of 2023. The change was primarily due to higher compensation expenses as a result of annual merit increases at the beginning of 2024, the hiring of one additional headcount during the year to support our leasing efforts, along with an additional year of non-cash equity-based compensation expense.

As it relates to equity-based compensation expenses, our awards have a three-year vesting period. In 2023, there were only years’ worth of equity grants being expensed, and at the end of 2024, the company had three years’ worth of equity grants being expensed. As a result, the future year-over-year variances are not expected to be significant. CapEx in the fourth quarter was $8.2 million compared to $7.4 million in the same quarter of 2023. As we previously discussed, CapEx timing is dependent on when leases are signed and work is completed on properties. CapEx will likely increase over time as leases roll and new and existing tenants draw on tenant improvement allowances. G&A for the full year was $20.1 million. Building updates, tenant improvements, and leasing costs were $24.1 million.

Turning to the balance sheet, we ended the year with total liquidity of $247 million, comprised of $16 million of cash and cash equivalents, including the company’s pro-rata share of cash from the Archery joint venture, and $231 million available capacity on the credit facility revolver. As Paul discussed, we intend to maintain significant liquidity on the balance sheet for the foreseeable future to fund expected capital commitments to support our leasing efforts and provide the financial flexibility needed to execute on our business plan over the next several years. During the fourth quarter of 2024, the company financed the San Ramon, California property acquired for $34.6 million in September 2024 with an $18 million seven-year 5.9% per annum fixed-rate mortgage loan.

In addition, the Archery joint venture elected its first option to extend the maturity date on its mortgage debt an additional 12 months until November 27, 2025. We ended the year with $518.3 million of outstanding debt, including a $355 million CMBS loan that is a securitized mortgage loan collateralized by 19 properties, $119 million of floating rate debt on the credit facility revolver, $18 million of the mortgage loan for the San Ramon property, and $26.3 million representing our share of the Arch Street joint venture mortgage debt. During 2024, the company elected its option to extend the maturity date on the credit facility revolver for an additional 18 months until May 12, 2026. At year-end, our net debt to adjusted EBITDA was 6.06 times.

Since the spin, we have repaid $146 million of the outstanding balance on the credit facility. On March 4, 2025, Orion Office REIT Inc.’s board of directors declared a quarterly cash dividend of $0.02 per share for the first quarter of 2025, payable on April 15, 2025, to stockholders of record as of March 31, 2025. Turning to the 2025 outlook, as Paul stated, over the last few years, our financial results have been significantly impacted by significant lease expirations, and we have incurred increased vacant carry costs as a result. We expect vacancies to continue throughout 2025, and we believe we will be at the bottom in 2025 and into 2026 as it relates to vacancies. While we continue to focus on reducing vacant carry costs by leasing up vacant assets or disposing of the assets we no longer want to own, turning to our guidance, our core FFO for 2025 is expected to range from $0.61 to $0.70 per diluted share.

Additionally, our G&A for 2025 is anticipated to range from $19.5 million to $20.5 million, which is the same range we provided in our 2024 outlook. Net debt to adjusted EBITDA is expected to range from 8.0 times to 8.8 times. Excluding non-cash compensation, we expect 2025 G&A will be in line or slightly better than 2024. We also do not expect G&A to rise significantly in the outer years, including non-cash compensation. As a percentage of revenue and total assets, our G&A remains in line with other similarly sized public REITs. With that, I will open the line for questions.

Operator: Thank you. At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. Pick up your handset before pressing the star keys. Moment, please, while we poll for questions. Our first question today comes from Mitch Germain of Citizens Capital Markets. Please proceed with your question.

Mitch Germain: Thank you very much. Paul, what gives you the confidence that 2026 is going to start a rebound?

Paul McDowell: Good morning, Mitch. Well, you know, as you might imagine, we work intensively with the portfolio and then looking at our trends in leasing, and where we expect we can sell vacancy and, you know, a variety of other factors. And when we look at, you know, our results looking backwards in 2025, the leasing momentum in 2024 rounds, and the leasing momentum we have going into 2025, you know, we’re starting to see the portfolio stabilize. Where we have disposed of or continue to dispose of the generic or traditional office properties that we don’t think have got strong releasing opportunities. And so the core portfolio we have left, we think is stable and that stability is increasing over time, and as that stability increases and we make lease up some more vacancy, you know, we expect to see revenues and then, of course, bottom line core FFO turn the corner, you know, in 2025 or during 2026, you know, depending on a variety of factors.

Mitch Germain: Gotcha. If I think about your strategic shift that you referenced on the call and in your press release, I’m trying to understand, you said about a third of the portfolio now fits that category. You know, so is the thought that over the next 36 months, to the extent whether it’s vacant or occupied, you’re going to be pursuing a pretty significant amount of asset sales. Is that the way to think about how the plan is going to evolve over the course of the next couple of years?

Paul McDowell: Yes. I think that’s exactly right, Mitch. You know, of course, it will be dependent upon where the capital markets, you know, where the real estate markets rather, you know, give us opportunity. But, you know, our goal is over time, as we’ve been doing, by the way, over the past couple of years, been pretty aggressive about trying to sell some of the outdated office properties, traditional office properties that we own. And we’ve had quite good success in renewing what we call dedicated use assets, whether they be government or flex. So we expect that trend to continue. So we’re going to look to sell vacancy to the extent that we have appetite to add additional properties. We’ll add additional dedicated use assets.

And we’ll also look at selling some of the stabilized assets we have and replacing those traditional stabilized office buildings with longer-dated dedicated use assets. And the goal is to grow the portfolio over time and shift the portfolio over time to one where we have a longer weighted average lease term where we have greater confidence in the long-term durability of the cash flows from assets.

Mitch Germain: Gotcha. Talk to me about the transaction with the joint venture. In reading the K, it seemed like the partner had no capital. They’re unwilling. I mean, what’s so specifically happening there and what gives me confidence about Art Street’s, you know, kind of commitment to that venture on a longer term?

Paul McDowell: Right. Well, let me stress. We maintain a very strong relationship with Art Street, and they have been a good partner to us. You know, they are essentially a capital aggregator, and they have aggregated capital in Middle Eastern countries for the initial investments in these properties with the initial expectation back when the joint venture was first put together at VEREEC, would be that there would be no additional capital calls on those investors. I think that’s what when Art Street or their partners, GateHouse, were selling it to their investors, was essentially invest in long-dated office properties. And you’ll enjoy the capital returns associated with those and eventually a return of capital. Markets have changed, and we’re now entering a period where we need to renew leases in place, extend financing, and it’s difficult for them to access additional capital for those reasons.

So rather than fire sale the portfolio, which we think doesn’t make any sense at all, we made a loan to the JV at a 15% interest rate. So we believe we’re being appropriately compensated for the risk. And that loan amortizes quickly from cash flows from the existing assets, which have a weighted average lease term now of about six years, and are 100% occupied. So I think the loan amortizes at the rate of about $600,000 or so per month. So, you know, we’re getting our money back quite quickly, and we feel very comfortable with respect to that.

Mitch Germain: Gotcha. Okay. Last for me, maybe just some nuance on the economics surrounding the assumptions surrounding the outlook. Is the restructuring charge in the G&A, or is that going to be smoothed out when you look at the bottom line next year?

Gavin Brandon: Hey, Mitch. This is Gavin. We’re going to add it. We’re going to add that restructuring charge back into core FFO, so it’ll be smoothed out throughout the year.

Mitch Germain: Great. Thank you very much.

Paul McDowell: Thank you, Mitch.

Operator: There are no additional questions at this time. I’d like to turn the call back to Mr. McDowell.

Paul McDowell: Thank you, everyone. We appreciate the extended time today, and we look forward to updating you on our first quarter results in May.

Operator: This concludes today’s conference. You may disconnect your lines at this time. Thank you for your participation.