Annual report pursuant to Section 13 and 15(d)

Orion Office REIT, Fair Value Measures

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Orion Office REIT, Fair Value Measures
 12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measures
Note 5 – Fair Value Measures
Items Measured at Fair Value on a Recurring Basis
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands):
Level 1 Level 2 Level 3
Balance as of December 31, 2023
Derivative assets $ —  $ —  $ —  $ — 
Derivative liabilities —  264  —  264 
Level 1 Level 2 Level 3
Balance as of December 31, 2022
Derivative assets $ —  $ 6,308  $ —  $ 6,308 
Derivative liabilities —  —  —  — 
Derivative Assets and Liabilities – The Company’s derivative financial instruments comprise interest rate collar agreements and interest rate swap agreements entered into in order to hedge interest rate volatility with respect to the Company’s borrowings with an aggregate notional amount of $60.0 million and $175.0 million as of December 31, 2023 and 2022, respectively (as described in Note 6 – Debt, Net). The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.
Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2023 and 2022, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Items Measured at Fair Value on a Non-Recurring Basis
Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.
Real Estate and Other Investments – The Company performs quarterly impairment review procedures for real estate investments, right of use assets and its investment in the Arch Street Joint Venture, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of such assets may not be recoverable.
As part of the Company’s impairment review procedures, net real estate assets representing eight, 18 and 10 properties were deemed to be impaired during the years ended December 31, 2023, 2022 and 2021, respectively, resulting in impairment charges of $33.1 million, $66.4 million and $49.9 million during the years ended December 31, 2023, 2022 and 2021, respectively. The impairment charges were incurred primarily with respect to real estate assets that were sold or expected to be sold and reflect changes in the Company’s future cash flow assumptions for agreed-upon or estimated sales proceeds, as well as changes to assumptions with regard to management’s intent to sell or lease the real estate assets.
The following table summarizes our provisions for impairment during the periods indicated below (dollars in thousands):
Year Ended December 31,
2023 2022 2021
Number of properties 8  18  10 
Carrying value of impaired properties $ 68,215  $ 142,748  $ 109,197 
Provisions for impairment (33,112) (66,359) (49,859)
Estimated fair value $ 35,103  $ 76,389  $ 59,338 
The Company estimates fair values using Level 2 and Level 3 inputs and uses a combined income and market approach, specifically using discounted cash flow analysis and/or recent comparable sales transactions. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgment and make certain key assumptions, including the following: (1) capitalization rates; (2) discount rates; (3) number of years the property will be held; (4) property operating expenses; and (5) re-leasing assumptions including number of months to re-lease, market rental revenue and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of the Company’s tenants.
For the Company’s impairment tests for the real estate assets during the year ended December 31, 2023, the fair value measurement for seven properties was determined based on sales prices under definitive agreements and the remaining one impaired property was determined by a discount rate of 9.0% and capitalization rate of 8.5%. During the year ended December 31, 2023, impairment charges of $5.9 million were recorded for held and used properties and $27.2 million for disposed properties.
For the Company’s impairment tests for the real estate assets during the year ended December 31, 2022, the fair value measurement for 17 impaired properties was determined by applying an estimated sales price based on market data and the remaining one impaired property by applying a discount rate of 8.5% and capitalization rate of 8.0%. During the year ended December 31, 2022, impairment charges of $39.5 million were recorded for held and used properties, $0.2 million impairment charges were recorded for held for sale properties and $26.7 million for disposed properties.
For the Company’s impairment tests for the real estate assets during the year ended December 31, 2021, the fair value measurement for all 10 impaired properties was determined by applying an estimated sales price based on market data. During the year ended December 31, 2021, impairment charges of $49.9 million were recorded for held and used properties, and no impairment charges were recorded for held for sale properties or disposed properties.
The following tables present certain of the Company’s assets measured at fair value on a non-recurring basis as of December 31, 2023 and 2022, aggregated by the level in the fair value hierarchy within which those assets fall (in thousands):
Level 1
Level 2 (1)
Level 3 (1)
Balance as of December 31, 2023
Assets of properties held and used $ —  $ —  $ 5,402  $ 5,402 
Level 1
Level 2 (1)
Level 3 (1)
Balance as of December 31, 2022
Assets of properties held and used $ —  $ 38,900  $ 11,957  $ 50,857 
Assets of properties held for sale —  2,502  —  2,502 
$ —  $ 41,402  $ 11,957  $ 53,359 
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(1)The fair value of the level 2 category was derived using negotiated sales prices with third parties and the fair value of the level 3 category was derived using discounted cash flow analysis and management estimates of selling prices.
Fair Value of Financial Instruments
The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, accounts receivable, notes receivable and accounts payable approximate their carrying value in the accompanying consolidated balance sheets due to their short-term nature. The fair values of the Company’s long-term financial instruments are reported below (dollars in thousands):
Level
Carrying Value at December 31, 2023
Fair Value at December 31, 2023
Carrying Value at December 31, 2022
Fair Value at December 31, 2022
Assets:
Derivative assets 2 $ —  $ —  $ 6,308  $ 6,308 
Notes receivable 2 2,500  2,500  —  — 
Total $ 2,500  $ 2,500  $ 6,308  $ 6,308 
Liabilities (1):
Mortgages payable 2 $ 355,000  $ 334,897  $ 355,000  $ 332,323 
Credit facility term loan 2 —  —  175,000  175,000 
Credit facility revolver 2 116,000  116,000  —  — 
Derivative liabilities 2 264  264  —  — 
Total $ 471,264  $ 451,161  $ 530,000  $ 507,323 
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(1)Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs.
Notes Receivable – The fair value of the Company’s long-term promissory note receivable was determined to be at fair value at inception based on management’s estimates of credit spreads and observable market interest rates, representing level 2 on the fair value hierarchy.
Debt – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of credit spreads and observable market interest rates, representing level 2 on the fair value hierarchy.