onl-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from _________ to __________

Commission file number: 001-40873


Orion Office REIT Inc.
(Exact name of registrant as specified in its charter)

Maryland

87-1656425

(State or other jurisdiction of incorporation or organization)

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

2398 E. Camelback Road, Suite 1060

Phoenix

85016

(Address of principal executive offices)

(Zip Code)


(602)			698-1002
(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

There were 56,663,927 shares of common stock of Orion Office REIT Inc. outstanding as of May 5, 2023

ORION OFFICE REIT INC.

For the quarterly period ended March 31, 2023


						Page
PART I
Item 1. Unaudited Financial Statements						3

Orion Office REIT Inc. Consolidated Balance Sheets as of March 31, 2023 and December 31, 20 2 2						3
Orion Office REIT Inc. C onsolidated Statements of Operations for the Three Months Ended March 31, 2023 and 20 2 2						4
Orion Office REIT Inc. Consolidated Statements of Comprehensive Income (Loss) for the Thre e Months Ended Mar ch 31, 2023 and 2022						5
Orion Office REIT Inc. Consolidated Statements of Equity for the Three Months Ended March 31, 2023 and 2022						6
Orion Office REIT Inc. Consolidated Statements of Cash Flows for the Three Months Ende d March 31, 2023 and 2022						7
Notes to Orion Office REIT Inc. Consolidated Financial Statements						8



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						23
Item 3. Quantitative and Qualitative Disclosures About Market Risk						39
Item 4. Controls and Procedures						40
PART II
Item 1. Legal Proceedings						40
Item 1A. Risk Factors						41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						41
Item 3. Defaults Upon Senior Securities						41

SEC Form 10-Q filed by Orion Office REIT Inc.