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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:
001-36409
 
 
CITY OFFICE REIT, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Maryland
  
98-1141883
(State or other jurisdiction
  
(I.R.S. Employer
of incorporation or organization)
  
Identification No.)
666 Burrard Street
Suite 3210
Vancouver, BC
V6C 2X8
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (604)
806-3366
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
  
Trading Symbol(s)
  
Name of each Exchange on Which Registered
Common Stock, $0.01 par value
6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
  
“CIO”
“CIO.PrA”
  
New York Stock Exchange
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 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
   ☒     ☐  No 
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
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    No  ☐
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 provided 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
The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at May 2, 2023 was
39,938,451
.
 
 
 
City Office REIT, Inc.
Quarterly Report on Form
10-Q
For the Quarter Ended March 31, 2023
Table of Contents
 
  
     1  
     1  
     2  
     3  
     4  
     5  
     6  
     15  
     23  
     24  
     25  
     25  
     25  
     25  
     25  
     25  
     25  
     25  
     27  
PART I.    FINANCIAL INFORMATION
Item 1. Financial Statements
City Office REIT, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except par value and share data)

 
 
  
March 31,

2023
 
 
December 31,

2022
 
Assets
                 
Real estate properties
                 
Land
    $ 199,537     $ 199,537  
Building and improvement
      1,217,036       1,215,000  
Tenant improvement
      142,188       139,365  
Furniture, fixtures and equipment
      689       689  
    
 
 
    
 
 
  
       1,559,450       1,554,591  
Accumulated depreciation
      (186,143 )      (175,720 ) 
    
 
 
    
 
 
  
       1,373,307       1,378,871  
    
 
 
    
 
 
  
Cash and cash equivalents
      35,854       28,187  
Restricted cash
      16,385       16,075  
Rents receivable, net
      46,758       44,429  
Deferred leasing costs, net
      21,841       21,989  
Acquired lease intangible assets, net
      52,692       55,438  
Other assets
      29,039       29,450  
    
 
 
    
 
 
  
Total Assets
    $ 1,575,876     $ 1,574,439  
    
 
 
    
 
 
  
Liabilities and Equity
                 
Liabilities:
                 
Debt
    $ 708,481     $ 690,099  
Accounts payable and accrued liabilities
      29,527       35,753  
Deferred rent
      8,869       9,147  
Tenant rent deposits
      7,177       7,040  
Acquired lease intangible liabilities, net
      8,781       9,150  
Other liabilities
      21,522       20,076  
    
 
 
    
 
 
  
Total Liabilities
      784,357       771,265  
    
 
 
    
 
 
  
Commitments and Contingencies (Note 9)
                 
Equity:
                 
6.625% Series A Preferred stock, $0.01 par value per share, 5,600,000 shares authorized, 4,480,000 issued and outstanding as of March 31, 2023 and December 31, 2022
      112,000       112,000  
Common stock, $0.01 par value, 100,000,000 shares authorized, 39,938,451 and 39,718,767 shares issued and outstanding as of March 31, 2023 and December 31, 2022
      399       397  
Additional
paid-in
capital
      435,626       436,161  
Retained earnings
      242,318       251,542  
Accumulated other comprehensive income
      789       2,731  
    
 
 
    
 
 
  
Total Stockholders’ Equity
      791,132       802,831  
Non-controlling
interests in properties
      387       343  
    
 
 
    
 
 
  
Total Equity
      791,519       803,174  
    
 
 
    
 
 
  
Total Liabilities and Equity
    $ 1,575,876     $ 1,574,439  
    
 
 
    
 
 
  
The accompanying notes are an integral part of these condensed consolidated financial statements
.
 
1
City Office REIT, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)
 
 
  
Three Months Ended
March 31,
 
 
  
2023
 
 
2022
 
Rental and other revenues
    $ 45,957     $ 44,852  
Operating expenses:
                 
Property operating expenses
      17,720       16,489  
General and administrative
      3,765       3,456  
Depreciation and amortization
      15,304       15,815  
    
 
 
    
 
 
  
Total operating expenses
      36,789       35,760  
    
 
 
    
 
 
  
Operating income
      9,168       9,092  
Interest expense:
                 
Contractual interest expense
      (7,972 )      (5,747 ) 
Amortization of deferred financing costs and debt fair value
      (323 )      (312 ) 
    
 
 
    
 
 
  
       (8,295 )      (6,059 ) 
Net gain on sale of real estate property
      —         21,658  
    
 
 
    
 
 
  
Net income
      873       24,691  
Less:
                 
Net income attributable to
non-controlling
interests in properties
      (169 )      (171 ) 
    
 
 
    
 
 
  
Net income attributable to the Company
      704       24,520  
Preferred stock distributions
      (1,855 )      (1,855 ) 
    
 
 
    
 
 
  
Net (loss)/income attributable to common stockholders
    $ (1,151 )    $ 22,665  
    
 
 
    
 
 
  
Net (loss)/income per common share:
                 
Basic
    $ (0.03 )    $ 0.52  
    
 
 
    
 
 
  
Diluted
    $ (0.03 )    $ 0.51  
    
 
 
    
 
 
  
Weighted average common shares outstanding:
                 
Basic
      39,873       43,554  
    
 
 
    
 
 
  
Diluted
      39,873       44,406  
    
 
 
    
 
 
  
Dividend distributions declared per common share
    $ 0.20     $ 0.20  
    
 
 
    
 
 
  
The accompanying notes are an integral part of these condensed consolidated financial statements
.
 
2
City Office REIT, Inc.
Condensed Consolidated Statements of Comprehensive (Loss) Income
(Unaudited)
(In thousands)
 
 
  
Three Months Ended
March 31,
 
 
  
2023
 
 
2022
 
Net income
    $ 873     $ 24,691  
Other comprehensive (loss)/income:
                 
Unrealized cash flow hedge (loss)/gain
      (1,465 )      1,614  
Amounts reclassified to interest expense
      (477 )      140  
    
 
 
    
 
 
  
Other comprehensive (loss)/income
      (1,942 )      1,754  
    
 
 
    
 
 
  
Comprehensive (loss)/income
      (1,069 )      26,445  
Less:
                 
Comprehensive income attributable to
non-controlling
interests in properties
      (169 )      (171 ) 
    
 
 
    
 
 
  
Comprehensive (loss)/income attributable to the Company
    $ (1,238 )    $ 26,274  
    
 
 
    
 
 
  
The accompanying notes are an integral part of these condensed consolidated financial statements
.
 
3
City Office REIT, Inc.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(In thousands)
 
 
 
Number

of shares

of

preferred

stock
 
 
Preferred
stock
 
 
Number
of
shares of

common

stock
 
 
Common
stock
 
 
Additional
paid-in

capital
 
 
  Retained  
earnings
 
 
Accumulated
other

comprehensive
income
 
 
Total
stockholders’
equity
 
 
Non-controlling

interests in
properties
 
 
Total
equity
 
Balance—December 31, 2022
 
 
 4,480
 
 
$
 112,000
 
 
 
 39,718
 
 
$
 397
 
 
$
 436,161
 
 
$
 251,542
 
 
$
 2,731
 
 
$
 802,831
 
 
$
 343
 
 
$
 803,174
 
Restricted stock award grants and vesting
 
 
—  
 
 
 
—  
 
 
 
 220
 
 
 
 2
 
 
 
 (535
) 
 
 
 (85
) 
 
 
—  
 
 
 
 (618
) 
 
 
—  
 
 
 
 (618
) 
Common stock dividend distribution declared
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 (7,988
) 
 
 
—  
 
 
 
 (7,988
) 
 
 
—  
 
 
 
 (7,988
) 
Preferred stock dividend distribution declared
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 (1,855
) 
 
 
—  
 
 
 
 (1,855
) 
 
 
—  
 
 
 
 (1,855
) 
Contributions
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 110
 
 
 
 110
 
Distributions
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 (235
) 
 
 
 (235
) 
Net income
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 704
 
 
 
—  
 
 
 
 704
 
 
 
 169
 
 
 
 873
 
Other comprehensive loss
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 (1,942
) 
 
 
 (1,942
) 
 
 
—  
 
 
 
 (1,942
) 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance—March 31, 2023
 
 
 4,480
 
 
$
 112,000
 
 
 
 39,938
 
 
$
 
399
 
 
$
 435,626
 
 
$
 
242,318
 
 
$
 789
 
 
$
 791,132
 
 
$
 387
 
 
$
 791,519
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
 
 
Number

of shares

of

preferred

stock
 
 
Preferred

stock
 
 
Number
of
shares of
common

stock
 
 
Common
stock
 
 
Additional
paid-in

capital
 
 
  Retained  
earnings
 
 
Accumulated
other
comprehensive
(loss)/income
 
 
Total
stockholders’
equity
 
 
Non-controlling

interests in
properties
 
 
Total
equity
 
Balance—December 31, 2021
 
 
 4,480
 
 
$
 112,000
 
 
 
 43,554
 
 
$
 435
 
 
$
 482,061
 
 
$
 
275,502
 
 
$
 (382
) 
 
$
 869,616
 
 
$
 979
 
 
$
 870,595
 
Restricted stock award grants and vesting
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 972
 
 
 
 (68
) 
 
 
—  
 
 
 
 904
 
 
 
—  
 
 
 
 904
 
Common stock dividend distribution declared
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 (8,711
) 
 
 
—  
 
 
 
 (8,711
) 
 
 
—  
 
 
 
 (8,711
) 
Preferred stock dividend distribution declared
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 (1,855
) 
 
 
—  
 
 
 
 (1,855
) 
 
 
—  
 
 
 
 (1,855
) 
Contributions
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 3
 
 
 
 3
 
Distributions
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 (254
) 
 
 
 (254
) 
Net income
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 24,520
 
 
 
—  
 
 
 
 24,520
 
 
 
 171
 
 
 
 24,691
 
Other comprehensive income
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
—  
 
 
 
 1,754
 
 
 
 1,754
 
 
 
—  
 
 
 
 1,754
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Balance—March 31, 2022
 
 
 4,480
 
 
$
 112,000
 
 
 
 43,554
 
 
$
 435
 
 
$
 483,033
 
 
$
 289,388
 
 
$
 1,372
 
 
$
 886,228
 
 
$
 899
 
 
$
 887,127
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of these condensed consolidated financial statements
.
 
4
City Office REIT, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
 

 
  
Three Months Ended

March 31,
 
 
  
2023
 
 
2022
 
Cash Flows from Operating Activities:
  
 
Net income
    $ 873     $ 24,691  
Adjustments to reconcile net income to net cash provided by operating activities:
                 
Depreciation and amortization
      15,304       15,815  
Amortization of deferred financing costs and debt fair value
      323       312  
Amortization of above and below market leases
      9       63  
Straight-line rent/expense
      (2,801 )      (2,050 ) 
Non-cash
stock compensation
      1,024       904  
Net gain on sale of real estate property
      —         (21,658 ) 
Changes in
non-cash
working capital:
                 
Rents receivable, net
      539       (3,844 ) 
Other assets
      (282 )      534  
Accounts payable and accrued liabilities
      (965 )      35  
Deferred rent
      (278 )      (436 ) 
Tenant rent deposits
      137       293  
    
 
 
    
 
 
  
Net Cash Provided By Operating Activities
      13,883       14,659  
    
 
 
    
 
 
  
Cash Flows to Investing Activities:
                 
Additions to real estate properties
      (11,383 )      (6,476 ) 
Net proceeds from sale of real estate
      —         1,000  
Deferred leasing costs
      (1,037 )      (1,423 ) 
    
 
 
    
 
 
  
Net Cash Used In Investing Activities
      (12,420 )      (6,899 ) 
    
 
 
    
 
 
  
Cash Flows from/(to) Financing Activities:
                 
Debt issuance and extinguishment costs
      (236 )     —    
Proceeds from borrowings
      25,000       14,000  
Repayment of borrowings
      (6,683 )      (5,564 )
Dividend distributions paid to stockholders
      (9,799 )      (10,566 ) 
Distributions to
non-controlling
interests in properties
      (235 )      (254 ) 
Shares withheld for payment of taxes on restricted stock unit vesting
      (1,643 )      —    
Contributions from
non-controlling
interests in properties
      110       3  
    
 
 
    
 
 
  
Net Cash Provided By/(Used In) Financing Activities
      6,514       (2,381 ) 
    
 
 
    
 
 
  
Net Increase in Cash, Cash Equivalents and Restricted Cash
      7,977       5,379  
Cash, Cash Equivalents and Restricted Cash, Beginning of Period
      44,262       42,266  
    
 
 
    
 
 
  
Cash, Cash Equivalents and Restricted Cash, End of Period
    $ 52,239     $ 47,645  
    
 
 
    
 
 
  
Reconciliation of Cash, Cash Equivalents and Restricted Cash:
                 
Cash and Cash Equivalents, End of Period
      35,854       26,742  
Restricted Cash, End of Period
      16,385       20,903  
    
 
 
    
 
 
  
Cash, Cash Equivalents and Restricted Cash, End of Period
    $ 52,239     $ 47,645  
    
 
 
    
 
 
  
Supplemental Disclosures of Cash Flow Information:
                 
Cash paid for interest
    $ 7,256     $ 5,374  
Purchase of additions in real estate properties included in accounts payable
    $ 7,811     $ 10,465  
Purchase of deferred leasing costs included in accounts payable
    $ 1,207     $ 3,627  
The accompanying notes are an integral part of these condensed consolidated financial statements
.
 
5
City Office REIT, Inc.
Notes to the Condensed Consolidated Financial Statements
1. Organization and Description of Business
City Office REIT, Inc. (the “Company”) was organized in the state of Maryland on November 26, 2013. On April 21, 2014, the Company completed its initial public offering (“IPO”) of shares of the Company’s common stock. The Company contributed the net proceeds of the IPO to City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), in exchange for common units of limited partnership interest in the Operating Partnership (“common units”).
The Company’s interest in the Operating Partnership entitles the Company to share in distributions from, and allocations of profits and losses of, the Operating Partnership in proportion to the Company’s percentage ownership of common units. As the sole general partner of the Operating Partnership, the Company has the exclusive power under the Operating Partnership’s partnership agreement to manage and conduct the Operating Partnership’s business, subject to limited approval and voting rights of the limited partners.
The Company has elected to be taxed and will continue to operate in a manner that will allow it to continue to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to qualification as a REIT, the Company will be permitted to deduct dividend distributions paid to its stockholders, eliminating the U.S. federal taxation of income represented by such distributions at the Company level. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal and state income tax on its taxable income at regular corporate tax rates and, for years prior to 2018, any applicable alternative minimum tax.
2. Summary of Significant Accounting Policies
Basis of Preparation and Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with Securities and Exchange Commission (“SEC”) rules and regulations and generally accepted accounting principles in the United States of America (“US GAAP”) and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form
10-K
for the year ended December 31, 2022.
Recent Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (the “FASB”) established Topic 848, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, by issuing Accounting Standards Update (“ASU”)
No. 2020-04
(“ASU
2020-04”).
ASU
2020-04
provides companies with optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. For contracts affected by reference rate reform, if certain criteria are met, companies can elect to not remeasure contracts at the modification date or reassess a previous accounting conclusion. Companies can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met. Further, in January 2021, the FASB issued ASU
No. 2021-01,
Reference Rate Reform (Topic 848) (“ASU
2021-01”).
ASU
2021-01
clarified the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848.
ASU
2020-04
and ASU
2021-01
can be applied as of the beginning of the interim period that includes March 12, 2020, however, the guidance will only be available for optional use through December 31, 2022. In December 2022, the FASB issued ASU
No. 2022-06,
Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU
2022-06”).
ASU
2022-06
amends the date the guidance will be available to December 31, 2024. The new standard applies prospectively to contract modifications and hedging relationships and may be elected over time as reference rate reform activities occur. During the first quarter of 2023, the Company transitioned its LIBOR-based contracts to SOFR and elected to apply the practical expedients to modifications of qualifying debt contracts and hedging relationships as continuations of the existing contracts, rather than as new contracts. Application of the hedge accounting expedients preserves the presentation of derivatives consistent with past presentation and does not result in dedesignation of hedging relationships. Applying the expedients did not have a material impact on the consolidated financial statements. As of March 31, 2023, the Company has no remaining LIBOR-based contracts.
 
6
3. Real Estate Investments
Sale of Real Estate Property
During the first quarter of 2022, the sole tenant at the Lake Vista Pointe property exercised its lease option to purchase the building and the Company signed a purchase and sale agreement with the tenant. At the time the tenant exercised the option, the Company reassessed the classification of the lease, in accordance with ASC 842 – Leases, and determined that the lease should be reclassified from an operating lease to a sales-type lease. This reclassification resulted in a gain on sale of $
21.7
 
million net of disposal-related costs. On June 15, 2022, the Company sold the Lake Vista Pointe property in Dallas, Texas for a gross sales price of $
43.8
 million.
4. Lease Intangibles
Lease intangibles and the value of assumed lease obligations as of March 31, 2023 and December 31, 2022 were comprised of the following (in thousands):
 
 
  
Lease Intangible Assets
 
 
Lease Intangible Liabilities
 
March 31, 2023
  
Above

Market
Leases
 
 
In Place

Leases
 
 
Leasing
Commissions
 
 
Total
 
 
Below
Market
Leases
 
 
Below

Market
Ground

Lease
 
 
Total
 
Cost
    $ 18,793     $ 77,530     $ 33,698     $ 130,021     $ (15,091 )    $ (138 )    $ (15,229 ) 
Accumulated amortization
      (9,447 )      (50,218 )      (17,664 )      (77,329 )      6,395       53       6,448  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
     $ 9,346     $ 27,312     $ 16,034     $ 52,692     $ (8,696 )    $ (85 )    $ (8,781 ) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
  
Lease Intangible Assets
 
 
Lease Intangible Liabilities
 
December 31, 2022
  
Above

Market
Leases
 
 
In Place

Leases
 
 
Leasing
Commissions
 
 
Total
 
 
Below
Market
Leases
 
 
Below
Market
Ground
Lease
 
 
Total
 
Cost
    $ 18,793     $ 78,720     $ 34,123     $ 131,636     $ (15,682 )    $ (138 )    $ (15,820 ) 
Accumulated amortization
      (9,069 )      (49,772 )      (17,357 )      (76,198 )      6,618       52       6,670  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
     $ 9,724     $ 28,948     $ 16,766     $ 55,438     $ (9,064 )    $ (86 )    $ (9,150 ) 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
The estimated aggregate amortization expense for lease intangibles for the next five years and in the aggregate are as follows (in thousands):
 
2023
    $ 6,484  
2024
      6,660  
2025
      6,479  
2026
      6,490  
2027
      5,217  
Thereafter
      12,581  
    
 
 
  
     $ 43,911  
    
 
 
  
 
7
5. Debt
On January 5, 2023, the Company transitioned the borrowing rate of
its
 
unsecured credit facility (the “Unsecured Credit Facility”) and $
50
 million term loan from LIBOR to daily-simple SOFR. The Company applied the practical expedients available under the reference rate reform guidance and accounted for the modifications as continuations of the existing contracts.
The following table summarizes the indebtedness as of March 31, 2023 and December 31, 2022 (dollars in thousands):
 

Property
  
    March 31,    

2023
 
 
    December 31,    

2022
 
 
    Interest Rate as    

of March 31,

2023
(1)
 
 
Maturity
 
Unsecured Credit Facility
 (3)(5)
    $ 195,713     $ 200,500       SOFR +1.40 %
(2)
 		     November 2025  
Term Loan
 (4)
      50,000       50,000       SOFR +1.35 %
(2)
 		     September 2024  
Term Loan
(5)
      25,000       —         SOFR +2.10 %
(2)
 		     January 2026  
Mission City
      46,646       46,859       3.78 %      November 2027  
Canyon Park
(6)
      39,490       39,673       4.30 %      March 2027  
Circle Point
      39,280       39,440       4.49 %      September 2028  
190 Office Center
(7)
      38,711       38,894       4.79 %      October 2025  
SanTan
      31,968       32,140       4.56 %      March 2027  
Intellicenter
      31,141       31,297       4.65 %      October 2025  
The Quad
      30,600       30,600       4.20 %      September 2028  
2525 McKinnon
      27,000       27,000       4.24 %      April 2027  
FRP Collection
      26,592       26,784       3.10 %      September 2023  
Greenwood Blvd
      21,263       21,396       3.15 %      December 2025  
Cascade Station
(8)
      21,089       21,192       4.55 %      May 2024  
5090 N. 40
th
St
      20,701       20,810       3.92 %      January 2027  
AmberGlen
      20,000       20,000       3.69 %      May 2027  
Central Fairwinds
      16,163       16,273       3.15 %      June 2024  
FRP Ingenuity Drive
(9)
      16,088       16,165       4.44 %      December 2024  
Carillon Point
      14,668       14,773       3.10 %      October 2023  
    
 
 
    
 
 
                  
Total Principal
      712,113       693,796                  
Deferred financing costs, net
      (3,786 )      (3,887 )                 
Unamortized fair value adjustments
      154       190                  
    
 
 
    
 
 
                  
Total
    $ 708,481     $ 690,099                  
    
 
 
    
 
 
                  
 
(1)
All interest rates are fixed interest rates with the exception of the Unsecured Credit Facility and the term loans, as explained in footnotes 3, 4 and 5 below.
(2)
As of March 31, 2023, the daily-simple SOFR rate was 4.87%.
(3)
Borrowings under the Unsecured Credit Facility bear interest at a rate equal to the daily-simple SOFR rate plus a margin of between 135 to 235 basis points depending upon the Company’s consolidated leverage ratio. On February 9, 2023, the Company entered into a three-year interest rate swap for a notional amount of $140 million, effective March 8, 2023, effectively fixing the SOFR component of the borrowing rate for $140 million of the Unsecured Credit Facility. As of March 31, 2023, the Unsecured Credit Facility had $195.7 million drawn and a $4.2 million letter of credit to satisfy escrow requirements for a mortgage lender. The Unsecured Credit Facility matures in November 2025 and may be extended
12
months at the Company’s option upon meeting certain conditions. The Unsecured Credit Facility requires the Company to maintain a fixed charge coverage ratio of no less than 1.50x.
(4)
Borrowings under the $50 million term loan bear interest at a rate equal to the daily-simple SOFR rate plus a margin of between 135 to 225 basis points depending upon the Company’s consolidated leverage ratio. The SOFR component of the borrowing rate is effectively fixed by a $50 million interest rate swap.
(5)
On January 5, 2023, the Company entered into a second amendment to its amended and restated credit agreement,
dated November 16, 2021 (as amended, the “Amended and Restated Credit Agreement”) for the Unsecured Credit Facility and entered into a three-year
 $25 million term loan, increasing its total authorized borrowings from $350 million to $375 million. Borrowings under the $25 million term loan bear interest at a rate equal to the daily-simple SOFR rate plus a margin of 210 basis points. In conjunction with the term loan, the Company also entered into a three-year interest rate swap for a notional amount of $25 million, effectively fixing the SOFR component of the borrowing rate of the term loan.
(6)
The mortgage loan anticipated repayment date (“ARD”) is March 1, 2027. The final scheduled maturity date can be extended up to 5 years beyond the ARD. If the loan is not paid off at ARD, the loan’s interest rate shall be adjusted to the greater of (i) the initial interest rate plus 200 basis points or (ii) the yield on the five year “on the run” treasury reported by Bloomberg market data service plus 450 basis points.
(7)
In the fourth quarter of 2022, a ‘cash-sweep period’ began for the 190 Office Center loan due to the
non-renewal
of the minimum square footage of a major tenant in the building. Under a
‘cash-sweep period’
, property cash flows are directed into lender-controlled restricted cash accounts to fund property operations until certain thresholds are met. As of March 31, 2023 and December 31, 2022, total restricted cash for the property was $3.4 million and $3.8 million, respectively.
 
8
(8)
In the first quarter of 2023,
a ‘cash-sweep period’
 
began for the Cascade Station loan due to the non-renewal of a major tenant’s leased space in the building. As of March 31, 2023, total restricted cash for the property was $
0.7 million.
(9)
As of September 30, 2022, the Debt Service Coverage Ratio (“DSCR”) covenant for FRP Ingenuity Drive was not met, which triggered a ‘cash-sweep period’ that began in the fourth quarter of 2022. As of March 31, 2023, the DSCR was still not met. As of March 31, 2023 and December 31, 2022, total restricted cash for the property was $
2.8 
million and
$2.6 million, respectively. 
The scheduled principal repayments of debt as of March 31, 2023 are as follows (in thousands):
 
2023
    $ 46,084  
2024
      108,480  
2025
      287,710  
2026
      29,416  
2027
      176,303  
Thereafter
      64,120  
    
 
 
  
     $ 712,113  
    
 
 
  
6. Fair Value of Financial Instruments
Fair value measurements are based on assumptions that market participants would use in pricing an asset or a liability. The hierarchy for inputs used in measuring fair value is as follows:
Level 1 Inputs – quoted prices in active markets for identical assets or liabilities
Level 2 Inputs – observable inputs other than quoted prices in active markets for identical assets and liabilities
Level 3 Inputs – unobservable inputs
In January 2023, the Company amended the $
50
 million interest rate swap to transition from LIBOR to daily-simple SOFR. The Company applied the practical expedients available for hedging relationships under the reference rate reform guidance, which preserves the presentation of the derivative consistent with past presentation and does not result in dedesignation of the
hedging
 
relationship. Pursuant to the amended interest rate swap, the Company will pay a fixed rate of approximately
1.17
% of the notional amount annually, payable monthly, and receive floating rate daily-simple SOFR payments.
In January 2023, the Company entered into an interest rate swap for a notional amount of $25 million. Pursuant to the interest rate swap, the Company will pay a fixed rate of approximately 3.90% of the notional amount annually, payable monthly, and receive floating rate daily-simple SOFR payments.
In February 2023, the Company entered into an interest rate swap for a notional amount of $140 million. Pursuant to the interest rate swap, the Company will pay a fixed rate of approximately 4.19% of the notional amount annually, payable quarterly, and receive floating rate daily-simple SOFR payments.
The fair value of the interest rate swaps have been classified as Level 2 fair value measurements.
The interest rate swaps have been designated and qualify as cash flow hedges and have been recognized on the condensed consolidated balance sheets at fair value, presented within other assets and other liabilities. Gains and losses resulting from changes in the fair value of derivatives that have been designated and qualify as cash flow hedges are reported as a component of other comprehensive income/(loss) and reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings.
 
9
The following table summarizes the Company’s derivative financial instruments as of March 31, 2023 and December 31, 2022 (in thousands):
 
 
  
Notional Value
 
  
Effective Date
 
  
Maturity Date
 
  
Fair Value

Assets/(Liabilities)
 
  
March 31, 2023
 
 
December 31, 2022
 
Interest Rate Swap
    $ 50,000        September 2019        September 2024      $ 2,241     $ 2,731  
Interest Rate Swap
      25,000        January 2023        January 2026        (94 )      —    
Interest Rate Swap
      140,000        March 2023        November 2025        (1,358 )      —    
    
 
 
                       
 
 
    
 
 
  
     $ 215,000                        $ 789     $ 2,731  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the three months ended March 31, 2023, approximately $0.5 million of realized gains were reclassified to interest expense due to payments received from the swap counterparty. For the three months ended March 31, 2022, approximately $0.1 million of realized losses were reclassified to interest expense due to payments made to the swap counterparty.
Cash, Cash Equivalents, Restricted Cash, Rents Receivable, Accounts Payable and Accr
ued Lia
bilities
The Company estimates that the fair value approximates carrying value due to the relatively short-term nature of these instruments.
Fair Value of Financial Instruments Not Carried at Fair Value
With the exception of fixed rate mortgage loans payable, the carrying amounts of the Company’s financial instruments approximate their fair value. The Company determines the fair value of its fixed rate mortgage loan payable based on a discounted cash flow analysis using a discount rate that approximates the current borrowing rates for instruments of similar maturities. Based on this, the Company has determined that the fair value of these instruments was $425.6 million and $420.7 million (compared to a carrying value of $441.4 million and $443.3 million) as of March 31, 2023, and December 31, 2022, respectively. Accordingly, the fair value of mortgage loans payable have been classified as Level 3 fair value measurements.
7. Related Party Transactions
Administrative Services Agreement
For the three months ended March 31, 2023 and 2022, the Company earned $0.1 million and $0.1 
million, respectively, in administrative services performed for Second City Real Estate II Corporation, Clarity Real Estate Ventures GP, Limited Partnership and their affiliates.
8. Leases
Lessor Accounting
The Company is focused on acquiring, owning and operating high-quality office properties for lease to a stable and diverse tenant base. Our properties have both full-service gross and net leases which are generally classified as operating leases. Rental income related to such leases is recognized on a straight-line basis over the remaining lease term. The Company’s total revenue includes fixed base rental payments provided under the lease and variable payments, which principally consist of tenant expense reimbursements for certain property operating expenses as provided under the lease.
 
10
The Company recognized fixed and variable lease payments for operating leases for the three months ended March 31, 2023 and 2022 as follows (in thousands):
 
    
Three Months Ended

March 31,
  
    
2023
     
2022
  
Fixed payments
    $ 38,914      $ 38,320  
Variable payments
      6,743        6,440  
    
 
 
     
 
 
  
     $ 45,657     
$
 44,760  
    
 
 
     
 
 
  
Future minimum lease payments to be received by the Company as of March 31, 2023 under
non-cancellable
operating leases for the next five years and thereafter are as follows (in thousands):
 
2023
    $ 94,066  
2024
      118,908  
2025
      107,742  
2026
      98,598  
2027
      82,242  
Thereafter
      223,165  
    
 
 
  
     $ 724,721  
    
 
 
  
The Company’s leases may include various provisions such as scheduled rent increases, renewal options and termination options. The majority of the Company’s leases include defined rent increases rather than variable payments based on an index or unknown rate.
Lessee Accounting
As a lessee, the Company has ground and office leases which are classified as operating and financing leases. As of March 31, 2023, these leases had remaining terms of under one year to 65 years and a weighted average remaining lease term of 50 years.
Right-of-use
assets and lease liabilities have been included within other assets and other liabilities on the Company’s condensed consolidated balance sheet as follows (in thousands):
 
    
March 31, 2023
     
December 31, 2022
  
Right-of-use
asset – operating leases
    $ 12,825      $ 12,935  
Lease liability – operating leases
    $ 8,738      $ 8,802  
Right-of-use
asset – financing leases
    $ 9,991      $ 10,054  
Lease liability – financing leases
    $ 1,491      $ 1,475  
Lease liabilities are measured at the commencement date based on the present value of future lease payments. One of the Company’s operating ground leases includes rental payment increases over the lease term based on increases in the Consumer Price Index (“CPI”). Changes in the CPI were not estimated as part of the measurement of the operating lease liability. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a weighted average discount rate of 6.2% in determining its lease liabilities. The discount rates were derived from the Company’s assessment of the credit quality of the Company and adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments.
Right-of-use
assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
Operating lease expense for the three months ended March 31, 2023 and March 31, 2022 were $0.2 million and $0.3 million, respectively. Financing lease expense for the three months ended March 31, 2023 and March 31, 2022 were $0.1 million and $0.1 million, respectively.
 
11
Future
minimum lease payments to be paid by the Company as a lessee for operating and financing leases as of March 31, 2023 for the next five years and thereafter are as follows (in thousands):
 

 
  
Operating

Leases
 
  
Financing
Leases
 
2023
    $ 459      $ 5  
2024
      770        7  
2025
      770        8  
2026
      724        8  
2027
      587        8  
Thereafter
      26,563        6,938  
    
 
 
     
 
 
  
Total future minimum lease payments
      29,873        6,974  
Discount
      (21,135 )       (5,483 ) 
    
 
 
     
 
 
  
Total
    $ 8,738      $ 1,491  
    
 
 
     
 
 
  
9. Commitments and Contingencies
The Company is obligated under certain tenant leases to fund tenant improvements and the expansion of the underlying leased properties.
Under various federal, state and local laws, ordinances and regulations relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for the cost of removal or remediation of certain hazardous or toxic substances disposed, stored, generated, released, manufactured or discharged from, on, at, under, or in a property. As such, the Company may be potentially liable for costs associated with any potential environmental remediation at any of its formerly or currently owned properties.
The Company believes that it is in compliance in all material respects with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Management is not aware of any environmental liability that it believes would have a material adverse impact on the Company’s financial position or results of operations. Management is unaware of any instances in which the Company would incur significant environmental costs if any or all properties were sold, disposed of or abandoned. However, there can be no assurance that any such
non-compliance,
liability, claim or expenditure will not arise in the future.
The Company is involved from time to time in lawsuits and other disputes which arise in the ordinary course of business. As of March 31, 2023, management believes that these matters will not have a material adverse effect, individually or in the aggregate, on the Company’s financial position or results of operations.
10. Stockholders’ Equity
Share Repurchase Plan
On March 9, 2020, the Company’s Board of Directors (the “Board of Directors”) approved a share repurchase plan authorizing the Company to repurchase up to $
100
 million of its outstanding shares of common stock. In July 2020, the Company completed the full March 2020 share repurchase plan. On August 5, 2020, the Board of Directors approved an additional share repurchase plan authorizing the Company to repurchase up to an additional aggregate amount of $
50
 million of its outstanding shares of common stock. In September 2022, the Company completed the full August 2020 share repurchase plan. Under the share repurchase programs, the shares may be repurchased from time to time using a variety of methods, which may include open market transactions, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements.
Repurchased shares of common stock will be classified as authorized and unissued shares. The Company recognizes the cost of shares of common stock it repurchases, including direct costs incurred, as a reduction in stockholders’ equity. Such reductions of stockholders equity due to the repurchases of shares of common stock will be applied first, to reduce common stock in the amount of the par value associated with the shares of common stock repurchased and second, to reduce additional
paid-in
capital by the amount that the purchase price for the shares of common stock repurchased exceed the par value.
 
12
There were no shares repurchased during the three months ended March 31, 2023 and 2022.
Common Stock and Common Unit Distributions
On March 14, 2023,
the Board of Directors approved and the Company declared a cash dividend distribution of $
0.20 per common share for the quarterly period ended March 31, 2023. The dividend was paid subsequent to quarter end on April 25, 2023 to common stockholders and common unitholders of record as of the close of business on April 11, 2023, resulting in an aggregate payment of $8.0 million.
Preferred Stock Distributions
On March 14, 2023,
the Board of Directors approved and the Company declared a cash dividend distribution of $
0.4140625 per share of the Company’s 6.625% Series A Preferred Stock (“Series A Preferred Stock”) for an aggregate amount of $1.9 million for the quarterly period ended March 31, 2023. The dividend was paid subsequent to quarter end on April 25, 2023 to the holders of record of Series A Preferred Stock as of the close of business on April 11, 2023.
Equity Incentive Plan
The Company has an equity incentive plan (“Equity Incentive Plan”) for executive officers, directors and certain
non-executive
employees, and with approval of the Board of Directors, for subsidiaries and their respective affiliates. The Equity Incentive Plan provides for grants of restricted common stock, restricted stock units, phantom shares, stock options, dividend equivalent rights and other equity-based awards (including the grant of Operating Partnership long-term incentive plan units), subject to the total number of shares available for issuance under the plan.
 
The Equity Incentive Plan is administered by the compensation committee of the Board of Directors (the “Compensation Committee”).
The Equity Incentive Plan provides for the issuance of up to
3,763,580
shares of common stock. To the extent an award granted under the Equity Incentive Plan expires or terminates, the shares subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards.
On January 27, 2020, each of the Board of Directors and the Compensation Committee approved a new form of performance-based restricted unit award agreement that will be used to grant performance-based restricted stock unit awards (“Performance RSU Awards”)
pursuant to the Equity Incentive Plan. The Performance RSU Awards are based upon the total stockholder return (“TSR”) of the Company’s common stock over a
three-year
measurement period beginning January 1 of the year of grant (the “Measurement Period”) relative to the TSR of a defined peer group list of other US Office REIT companies (the “Peer Group”) as of the first trading date in the year of grant.
The payouts under the Performance RSU Awards are evaluated on a sliding scale as follows: TSR below the 30th percentile of the Peer Group would result in a 50% payout; TSR at the 50th percentile of the Peer Group would result in a 100% payout; and TSR at or above the 75th percentile of the Peer Group would result in a 150% payout. Payouts are mathematically interpolated between these stated percentile targets, subject to a 150% maximum.
To the extent earned, the payouts of the Performance RSU Awards are intended to be settled in the form of shares of the Company’s common stock, pursuant to the Equity Incentive Plan. Upon satisfaction of the vesting conditions, dividend equivalents in an amount equal to all regular and special dividends declared with respect to the Company’s common stock during each annual measurement period during the Measurement Period are determined and paid on a cumulative, reinvested basis over the term of the applicable Performance RSU Award, at the time such award vests and based on the number of shares of the Company’s common stock that are earned.
During the first quarter of 2023, the Performance RSU Awards granted in January 2020, with a January 1, 2020 through December 31, 2022 Measurement Period, were earned at 150% of the target number of shares granted based on achievement of a TSR that was at or above the 75th percentile of the 2020 Peer Group.
 
13
The following table summarizes the activity of the awards under the Equity Incentive Plan for the three months ended March 31, 2023:
 

 
  
Number

of RSUs
 
  
Number of

Performance

RSUs
 
Outstanding at December 31, 2022
      428,320        307,500  
Granted
      198,022        214,888  
Issuance of dividend equivalents
      9,485        —    
Vested
      (216,520 )       (97,500 ) 
    
 
 
     
 
 
  
Outstanding at March 31, 2023
      419,307        424,888  
The following table summarizes the activity of the awards under the Equity Incentive Plan for the three months ended March 31, 2022:
 

 
  
Number

of RSUs
 
  
Number of

Performance

RSUs
 
Outstanding at December 31, 2021
      342,159        217,500  
Granted
      237,986        90,000  
Issuance of dividend equivalents
      3,902        —    
    
 
 
     
 
 
  
Outstanding at March 31, 2022
      584,047        307,500  
During the three months ended March 31, 2023 and March 31, 2022, the Company granted the following restricted stock units (“RSUs”) and Performance RSU Awards to directors, executive officers and certain
non-executive
employees:
 

 
  
Units Granted
 
  
Fair Value

(in thousands)
 
  
Weighted Average

Grant Fair Value

Per Share
 
 
  
RSUs
 
  
Performance

RSUs
 
2023
      198,022        214,888      $ 3,729      $ 9.03  
2022
      237,986        90,000        5,753        17.54  
The RSU Awards will vest in three equal, annual installments on each of the first three anniversaries of the grant date. The Performance RSU Awards will vest on the last day of the three-year measurement period.
During the three months ended March 31, 2023 and March 31, 2022, the Company recognized net compensation expense for the RSUs and Performance RSU Awards as follows (in thousands):
 
                    
                    
                    
 
  
RSUs
 
  
Performance

RSUs
 
  
Total
 
                    
                    
                    
2023
    $ 643      $ 381     $ 1,024  
2022
      599        305       904  
 
14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based on, and should be read in conjunction with, the condensed consolidated financial statements and the related notes thereto of the City Office REIT, Inc. contained in this Quarterly Report on Form
10-Q
(this “Report”).
As used in this section, unless the context otherwise requires, references to “we,” “our,” “us,” and “our company” refer to City Office REIT, Inc., a Maryland corporation, together with our consolidated subsidiaries, including City Office REIT Operating Partnership L.P., a Maryland limited partnership, of which we are the sole general partner and which we refer to in this section as our Operating Partnership, except where it is clear from the context that the term only means City Office REIT, Inc.
Cautionary Statement Regarding Forward-Looking Statements
 
This Report, including “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have used the words “approximately,” “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” and similar terms and phrases to identify forward-looking statements in this Report. All of our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:
 
  •  
adverse economic or real estate developments in the office sector or the markets in which we operate;
 
  •  
increased interest rates, any resulting increase in financing or operating costs, the impact of inflation and a stall in economic growth or an economic recession;
 
  •  
changes in local, regional, national and international economic conditions, including as a result of the coronavirus disease
(“COVID-19”)
pandemic;
 
  •  
the extent to which “work from home” and hybrid work policies continue as a result of the
COVID-19
pandemic;
 
  •  
our inability to compete effectively;
 
  •  
our inability to collect rent from tenants or renew tenants’ leases on attractive terms if at all;
 
  •  
demand for and market acceptance of our properties for rental purposes, including as a result of near-term market fluctuations or long-term trends that result in an overall decrease in the demand for office space;
 
  •  
decreased rental rates or increased vacancy rates, including as a result of the ongoing
COVID-19
pandemic;
 
  •  
our failure to obtain necessary financing or access the capital markets on favorable terms or at all;
 
  •  
changes in the availability of acquisition opportunities;
 
  •  
availability of qualified personnel;
 
  •  
our inability to successfully complete real estate acquisitions or dispositions on the terms and timing we expect, or at all;
 
  •  
our failure to successfully operate acquired properties and operations;
 
  •  
changes in our business, financing or investment strategy or the markets in which we operate;
 
15
  •  
our failure to generate sufficient cash flows to service our outstanding indebtedness;
 
  •  
environmental uncertainties and risks related to adverse weather conditions and natural disasters;
 
  •  
our failure to maintain our qualification as a REIT for U.S. federal income tax purposes;
 
  •  
government approvals, actions and initiatives, including the need for compliance with environmental requirements;
 
  •  
outcome of claims and litigation involving or affecting us;
 
  •  
financial market fluctuations;
 
  •  
changes in real estate, taxation and zoning laws and other legislation and government activity and changes to real property tax rates and the taxation of REITs in general; and
 
  •  
other factors described in our news releases and filings with the SEC, including but not limited to those described in our Annual Report on Form
10-K
for the year ended December 31, 2022 under the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and in our subsequent reports filed with the SEC.
The forward-looking statements contained in this Report are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to us and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to the factors, risks and uncertainties described above, changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors described in our news releases and filings with the SEC, including but not limited to those described in our Annual Report on Form
10-K
for the year ended December 31, 2022 under the heading “Risk Factors” and in our subsequent reports filed with the SEC, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this Report speaks only as of the date of this Report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.
Overview
Company
We were formed as a Maryland corporation on November 26, 2013. On April 21, 2014, we completed our IPO of shares of common stock. We contributed the net proceeds of the IPO to our Operating Partnership in exchange for common units in our Operating Partnership. Both we and our Operating Partnership commenced operations upon completion of the IPO and certain related formation transactions.
Revenue Base
As of March 31, 2023, we owned 25 properties comprised of 60 office buildings with a total of approximately 6.0 million square feet of net rentable area (“NRA”). As of March 31, 2023, our properties were approximately 84.9% leased.
 
16
Office Leases
Historically, most leases for our properties have been on a full-service gross or net lease basis, and we expect to continue to use such leases in the future. A full-service gross lease generally has a base year expense “stop,” whereby we pay a stated amount of expenses as part of the rent payment while future increases (above the base year stop) in property operating expenses are billed to the tenant based on such tenant’s proportionate square footage in the property. The property operating expenses are reflected in operating expenses; however, only the increased property operating expenses above the base year stop recovered from tenants are reflected as tenant recoveries within rental and other revenues on our condensed consolidated statements of operations. In a triple net lease, the tenant is typically responsible for all property taxes and operating expenses. As such, the base rent payment does not include any operating expenses, but rather all such expenses are billed to or paid by the tenant. The full amount of the expenses for this lease type is reflected in operating expenses, and the reimbursement is reflected as tenant recoveries. We are also a lessor for a fee simple ground lease at the AmberGlen property.
Factors That May Influence Our Operating Results and Financial Condition
Economic Environment and Inflation
Economic conditions in the U.S. and globally continue to be volatile, primarily due to rising inflation. As inflation continued to reach new highs, it set off a chain reaction of events, beginning with the U.S. Federal Reserve taking and signaling severe tightening measures, interest rates rising across the yield curve, volatility and losses in the public equity and debt markets, and now increasing concerns that the U.S. economy may experience a recession. The banking and lending sector in particular has been impacted by the interest rate environment. This evolving operating environment impacts our operating activities as:
 
  •  
business leaders may generally become more reticent to make large capital allocation decisions, such as entry into a new lease, given the uncertain economic environment;
 
  •  
our cost of capital has increased due to higher interest rates and credit spreads, and private market debt financing is significantly more challenging to arrange; and
 
  •  
retaining and attracting new tenants has become increasingly challenging due to potential business layoffs, downsizing and industry slowdowns.
Despite the challenging economic environment, there is increasing evidence that many businesses have or will tighten up
in-person
work policies as economic conditions worsen. Many of these companies increased their workforce during the pandemic without increasing their available space. We expect these factors to help offset, at least partially, the recessionary headwinds to space demand.
COVID-19
Our business has been and will likely continue to be impacted by the
COVID-19
pandemic. In addition, our business has been and will likely continue to be impacted by tenant uncertainty regarding office space needs given the evolving remote and hybrid working trends as a result of the
COVID-19
pandemic. While the usage of our assets in the first quarter of 2023 was still lower than
pre-pandemic
levels, usage has been increasing year over year. Usage of our assets in the near future depends on corporate and individual decisions regarding return to usage of office space, which is impossible to estimate.
Leasing activity has been and is expected to be impacted by the
COVID-19
pandemic until and unless tenants increase utilization of their spaces. We have experienced and we expect that we will continue to experience slower new leasing and there remains uncertainty over existing tenants’ long-term space requirements. Overall, this could reduce our anticipated rental revenues. In addition, certain tenants in our markets have and may explore opportunities to sublease all or a portion of their leased square footage to other tenants or third parties. While subleasing generally does not impact the ability to collect payment from the original lessee and will not result in any decrease in the rental revenues expected to be received from the primary tenant, this trend could reduce our ability to lease incremental square footage to new tenants, could increase the square footage of our properties that “goes dark,” could reduce anticipated rental revenue should tenants determine their long-term needs for square footage are lower than originally anticipated and could impact the pricing and competitiveness for leasing office space in our markets.
 
17
We will continue to actively evaluate business operations and strategies to optimally position ourselves given current economic and industry conditions.
Business and Strategy
We focus on owning and acquiring office properties in our footprint of growth markets predominantly in the Sun Belt. Our markets generally possess growing populations with above-average employment growth forecasts, a large number of government offices, large international, national and regional employers across diversified industries, generally
low-cost
centers for business operations and a high quality of life. We believe these characteristics have made our markets desirable, as evidenced by domestic net migration generally towards our geographic footprint. We utilize our management’s market-specific knowledge and relationships as well as the expertise of local real estate property and leasing managers to identify acquisition opportunities that we believe will offer cash flow stability and long-term value appreciation.
Rental Revenue and Tenant Recoveries
The amount of net rental revenue generated by our properties will depend principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space that becomes available from lease terminations. The amount of rental revenue generated also depends on our ability to maintain or increase rental rates at our properties. Negative trends in one or more of these factors could adversely affect our rental revenue in future periods. Future economic downturns or regional downturns affecting our markets or submarkets or downturns in our tenants’ industries, including as a result of rising interest rates and the increasing likelihood of a U.S. recession, that impair our ability to renew or
re-let
space and the ability of our tenants to fulfill their lease commitments, as in the case of tenant bankruptcies, could adversely affect our ability to maintain or increase rental rates at our properties. In addition, growth in rental revenue will also partially depend on our ability to acquire additional properties that meet our investment criteria.
 
18
Our Properties
As of March 31, 2023, we owned 25 properties comprised of 60 office buildings with a total of approximately 6.0 million square feet of NRA in the metropolitan areas of Dallas, Denver, Orlando, Phoenix, Portland, Raleigh, San Diego, Seattle and Tampa. The following table presents an overview of our portfolio as of March 31, 2023.
 
Metropolitan
Area              
  
Property
  
Economic

Interest
    
NRA

(000s Square

Feet)
    
In Place

Occupancy
    
Annualized Base

Rent per Square

Foot
    
Annualized Gross

Rent per Square

Foot
(1)
    
Annualized
Base Rent
(2)

($000s)
  
Phoenix, AZ

(25.3% of NRA)
   Block 23     100.0 %      307       94.5 %    $ 30.02     $ 32.30     $ 8,706  
  Pima Center     100.0 %      272       45.8 %    $ 29.06     $ 29.06     $ 3,618  
  SanTan     100.0 %      267       45.4 %    $ 31.98     $ 31.98     $ 3,871  
  5090 N. 40
th
 St		     100.0 %      176       68.1 %    $ 34.03     $ 34.03     $ 4,068  
  Camelback Square     100.0 %      172       84.4 %    $ 34.41     $ 34.41     $ 5,005  
  The Quad     100.0 %      163       100.0 %    $ 32.40     $ 32.72     $ 5,282  
  Papago Tech     100.0 %      163       88.7 %    $ 24.40     $ 24.40     $ 3,522  
Tampa, FL

(17.5%)
   Park Tower     94.8 %      478       89.0 %    $ 27.62     $ 27.62     $ 11,758  
  City Center     95.0 %      244       85.5 %    $ 28.27     $ 28.27     $ 5,895  
  Intellicenter     100.0 %      204       100.0 %    $ 25.64     $ 25.64     $ 5,219  
  Carillon Point     100.0 %      124       100.0 %    $ 30.25     $ 30.25     $ 3,757  
Denver, CO

(13.4%)
   Denver Tech     100.0 %      381       85.6 %    $ 24.29     $ 28.74     $ 7,731  
  Circle Point     100.0 %      272       89.3 %    $ 19.84     $ 34.71     $ 4,816  
  Superior Pointe     100.0 %      152       81.7 %    $ 18.47     $ 31.47     $ 2,299  
Orlando, FL

(12.0%)
   Florida Research Park     96.6 %      397       88.0 %    $ 26.03     $ 27.77     $ 8,989  
  Central Fairwinds     97.0 %      168       89.0 %    $ 27.87     $ 27.87     $ 4,172  
  Greenwood Blvd     100.0 %      155       100.0 %    $ 24.75     $ 24.75     $ 3,837  
Dallas, TX

(9.8%)
   190 Office Center     100.0 %      303       77.5 %    $ 26.57     $ 26.57     $ 6,241  
  The Terraces     100.0 %      173       99.0 %    $ 38.68     $ 58.68     $ 6,609  
  2525 McKinnon     100.0 %      111       97.8 %    $ 30.27     $ 51.27     $ 3,298  
Raleigh, NC

(8.3%)
   Bloc 83     100.0 %      495       83.5 %    $ 37.41     $ 37.63     $ 15,459  
Portland, OR

(5.5%)
   AmberGlen     76.0 %      203       98.4 %    $ 23.78     $ 27.05     $ 4,741  
  Cascade Station     100.0 %      128       100.0 %    $ 29.22     $ 31.14     $ 3,743  
San Diego, CA

(4.7%)
   Mission City     100.0 %      281       75.3 %    $ 39.21     $ 39.21     $ 8,301  
Seattle, WA

(3.5%)
   Canyon Park     100.0 %      207       100.0 %    $ 23.86     $ 29.86     $ 4,934  
     
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total / Weighted Average – March 31, 2023
(3)
 
  
 
5,996
 
  
 
84.9
% 
  
$
28.71
 
  
$
31.84
 
  
$
145,871
 
     
 
 
          
 
 
  
 
(1)
Annualized gross rent per square foot includes adjustment for estimated expense reimbursements of triple net leases.
(2)
Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month ended March 31, 2023 by (ii) 12.
(3)
Averages weighted based on the property’s NRA, adjusted for occupancy.
 
19
Operating Expenses
Our operating expenses generally consist of utilities, property and ad valorem taxes, insurance and site maintenance costs. Increases in these expenses over tenants’ base years (until the base year is reset at expiration) are generally passed along to tenants in our full-service gross leased properties and are generally paid in full by tenants in our net leased properties.
Conditions in Our Markets
Positive or negative changes in economic or other conditions in the markets we operate in, including state budgetary shortfalls, employment rates, natural hazards and other factors, may impact our overall performance. While we generally expect the trend of positive population and economic growth in our Sun Belt cities to continue, there is no way for us to predict whether these trends will continue, especially in light of inflation and rising interest rates as well as the potential changes in tax policy, fiscal policy and monetary policy. In addition, it is uncertain and impossible to estimate the potential impact that the
COVID-19
pandemic will have on the short- and long-term demand for office space in our markets.
Critical Accounting Policies and Estimates
The interim condensed consolidated financial statements follow the same policies and procedures as outlined in the audited consolidated financial statements for the year ended December 31, 2022 included in our Annual Report on Form
10-K
for the year ended December 31, 2022 except for our election to apply the practical expedients related to Reference Rate Reform (Topic 848) as outlined in Note 2 of the condensed consolidated financial statements.
Results of Operations
Comparison of Three Months Ended March 31, 2023 to Three Months Ended March 31, 2022
Rental and Other Revenues.
Revenue includes net rental income, including parking, signage and other income, as well as the recovery of operating costs and property taxes from tenants. Rental and other revenues increased $1.1 million, or 2%, to $46.0 million for the three months ended March 31, 2023 compared to $44.9 million for the three months ended March 31, 2022. Of this increase, the December 2021 acquisitions of Block 23, The Terraces and Bloc 83, which were undergoing first generation
lease-up
in 2022, contributed $0.6 million, $0.2 million and $1.3 million, respectively. In addition, revenues from Park Tower, Circle Point and FRP Collection increased $0.8 million, $0.5 million and $0.4 million, respectively, due to higher occupancy over the prior year. A further increase of $0.2 million can be attributed to our 190 Office Center property which recorded higher termination fee income in 2023 compared to 2022. Offsetting these increases, the disposition of Lake Vista Pointe in June 2022 decreased revenue by $1.1 million. In addition, revenue decreased at SanTan by $1.4 million due to a termination fee recognized in the prior year and lower resulting occupancy in the current period associated with an early tenant departure. Lower occupancy at Pima Center also decreased revenue by $0.5 million. The remaining properties’ rental and other revenues were relatively unchanged in comparison to the prior period.
Operating Expenses
Total Operating Expenses.
Total operating expenses consist of property operating expenses, general and administrative expenses and depreciation and amortization. Total operating expenses increased by $1.0 million, or 3%, to $36.8 million for the three months ended March 31, 2023, from $35.8 million for the three months ended March 31, 2022. Of this increase, the December 2021 acquisitions of Block 23, The Terraces and Bloc 83, which were undergoing first generation
lease-up
in 2022, contributed $0.4 million, $0.2 million and $0.4 million, respectively. In addition, total operating expenses from Park Tower, FRP Collection and Circle Point increased $0.4 million, $0.3 million and $0.2 million, respectively, due to higher operating costs associated with higher occupancy over the prior year. General and administrative expenses increased by $0.3 million over the prior period due primarily to higher payroll and stock-based compensation expense. Offsetting these increases, total operating expenses decreased at SanTan by $0.6 million due to lower occupancy at the property in comparison to the prior year. In addition, the disposition of Lake Vista Pointe decreased total operating expenses by $0.5 million and lower depreciation and amortization at Mission City decreased total operating expenses by $0.3 million. The remaining properties’ expenses increased a combined $0.2 million.
 
20
Property Operating Expenses.
Property operating expenses are comprised mainly of building common area and maintenance expenses, insurance, property taxes, property management fees, as well as certain expenses that are not recoverable from tenants, the majority of which are related to costs necessary to maintain the appearance and marketability of vacant space. In the normal course of business, property expenses fluctuate and are impacted by various factors including, but not limited to, occupancy levels, weather, utility costs, repairs, maintenance and
re-leasing
costs. Property operating expenses increased by $1.2 million, or 7%, to $17.7 million for the three months ended March 31, 2023, from $16.5 million for the three months ended March 31, 2022. Of this increase, the December 2021 acquisitions of Block 23, The Terraces and Bloc 83, which were undergoing first generation
lease-up
in 2022, contributed $0.3 million, $0.1 million and $0.2 million, respectively. In addition, property operating expenses from FRP Collection and Park Tower increased $0.3 million and $0.3 million, respectively, due to higher operating costs associated with higher occupancy over the prior year. Offsetting these increases, the disposition of Lake Vista Pointe resulted in a $0.3 million decrease. The remaining properties’ expenses increased a combined $0.3 million.
General and Administrative.
General and administrative expenses are comprised of public company reporting costs and the compensation of our management team and Board of Directors, as well as
non-cash
stock-based compensation expenses. General and administrative expenses increased $0.3 million, or 9%, to $3.8 million for the three months ended March 31, 2023, from $3.5 million reported in the prior period. General and administrative expenses increased primarily due to higher payroll and stock-based compensation expense.
Depreciation and Amortization.
Depreciation and amortization decreased by $0.5 million, or 3%, to $15.3 million for the three months ended March 31, 2023, from $15.8 million reported for the same period in 2022. Of this decrease, our SanTan property contributed $0.5 million to the decrease mainly due to accelerated amortization of tenant-related assets recorded in the prior year associated with an early lease termination at the property. The disposition of Lake Vista Pointe also contributed $0.2 million to the decrease. Depreciation and amortization for Mission City decreased by $0.4 million as the amortization expense associated with acquired lease intangible assets were fully amortized in 2022. Offsetting these decreases, Block 23, Bloc 83 and Circle Point incurred higher depreciation and amortization expense of $0.2 million, $0.2 million and $0.1 million, respectively, related to tenanting costs. The remaining properties’ depreciation expenses were marginally lower in comparison to the prior year.
Other Expense (Income)
Interest Expense.
Interest expense increased $2.2 million, or 37%, to $8.3 million for the three months ended March 31, 2023, from $6.1 million for the three months ended March 31, 2022. The increase was primarily attributable to higher amounts drawn and higher interest rates on our floating rate debt.
Cash Flows
Comparison of Three Months Ended March 31, 2023 to Three Months Ended March 31, 2022
Cash, cash equivalents and restricted cash were $52.2 million and $47.6 million as of March 31, 2023 and March 31, 2022, respectively.
Cash flow from operating activities.
Net cash provided by operating activities decreased by $0.8 million to $13.9 million for the three months ended March 31, 2023 compared to $14.7 million for the same period in 2022. The decrease was primarily attributable to changes in working capital.
Cash flow to investing activities.
Net cash used in investing activities increased by $5.5 million to $12.4 million for the three months ended March 31, 2023 compared to $6.9 million for the same period in 2022. The increase in cash used in investing activities was primarily due to an increase in additions to real estate properties for the three months ended March 31, 2023.
 
21
Cash flow from financing activities.
Net cash provided by financing activities increased by $8.9 million to $6.5 million for the three months ended March 31, 2023 compared to $2.4 million used in financing activities for the same period in 2022. The increase in cash provided by financing activities was primarily due to higher net proceeds from borrowings partially offset by higher withholding taxes on restricted stock units vesting for the three months ended March 31, 2023.
Liquidity and Capital Resources
Analysis of Liquidity and Capital Resources
We had approximately $35.9 million of cash and cash equivalents and $16.4 million of restricted cash as of March 31, 2023.
On March 15, 2018, the Company entered into a credit agreement for the Unsecured Credit Facility that provided for commitments of up to $250 million, which included an accordion feature that allowed the Company to borrow up to $500 million, subject to customary terms and conditions. On September 27, 2019, the Company entered into a five-year $50 million term loan, increasing its authorized borrowings under the Company’s Unsecured Credit Facility from $250 million to $300 million. On November 16, 2021, the Company entered into an Amended and Restated Credit Agreement that increased the total authorized borrowings from $300 million to $350 million. On January 5, 2023, the Company entered into a second amendment to the Amended and Restated Credit Agreement for the Unsecured Credit Facility and entered into a three-year $25 million term loan, increasing its total authorized borrowings from $350 million to $375 million. The Unsecured Credit Facility matures in November 2025 and may be extended 12 months at the Company’s option upon meeting certain conditions. As of March 31, 2023, we had approximately $195.7 million outstanding under our Unsecured Credit Facility and a $4.2 million letter of credit to satisfy escrow requirements for a mortgage lender.
On February 26, 2020, the Company and the Operating Partnership entered into equity distribution agreements (collectively, the “Agreements”) with each of KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, B. Riley FBR, Inc., D.A. Davidson & Co. and Janney Montgomery Scott LLC (the “Sales Agents”) pursuant to which the Company may issue and sell from time to time up to 15,000,000 shares of common stock and up to 1,000,000 shares of Series A Preferred Stock through the Sales Agents, acting as agents or principals (the “ATM Program”). On May 7, 2021 the Company delivered to D.A. Davidson & Co. a notice of termination of the Agreement, effective May 7, 2021. The Company did not issue any shares of common stock or Series A Preferred Stock under the ATM Program during the three months ended March 31, 2023.
After considering the effect of the
COVID-19
pandemic on our consolidated operations, it is possible that we could fail certain financial covenants within certain property-level mortgage borrowings. For mortgages with financial covenants, the lenders’ remedy of a covenant failure would be a requirement to escrow funds for the purpose of meeting our future debt payment obligations.
As of March 31, 2023, the lenders for three of our mortgage borrowings have elected their right to direct property cash flows into lender-controlled restricted cash accounts to fund property operations until certain thresholds are met. For these three properties, the total restricted cash as of March 31, 2023 was $6.9 million.
Our short-term liquidity requirements primarily consist of operating expenses and other expenditures associated with our properties, distributions to our limited partners and distributions to our stockholders required to qualify for REIT status, capital expenditures and, potentially, acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations and reserves established from existing cash. We have further sources such as proceeds from our public offerings, including under our ATM Program, and borrowings under our mortgage loans and our Unsecured Credit Facility.
Our long-term liquidity needs consist primarily of funds necessary for the repayment of debt at maturity, property acquisitions and
non-recurring
capital improvements. We expect to meet our long-term liquidity requirements with net cash from operations, long-term secured and unsecured indebtedness and the issuance of equity and debt securities. We also may fund property acquisitions and
non-recurring
capital improvements using our Unsecured Credit Facility pending longer term financing.
 
22
We believe we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity securities. However, we cannot assure you that this is or will continue to be the case. Our ability to incur additional debt is dependent on a number of factors, including our degree of leverage, interest rates, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to access the equity capital markets is dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us.
Contractual Obligations and Other Long-Term Liabilities
The following table provides information with respect to our commitments as of March 31, 2023, including any guaranteed or minimum commitments under contractual obligations. The table does not reflect available debt extension options.
 
    
Payments Due by Period
(in thousands)
  
Contractual Obligations
   
Total
     
2023
     
2024-2025
     
2026-2027
     
More than

5 years
  
Principal payments on mortgage loans
    $ 712,113      $ 46,084      $ 396,190      $ 205,719      $ 64,120  
Interest payments
(1)
      96,359        23,857        54,540        15,880        2,082  
Tenant-related commitments
      14,723        14,723        —          —          —    
Lease obligations
      36,847        464        1,555        1,327        33,501  
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
  
Total
    $ 860,042      $ 85,128      $ 452,285      $ 222,926      $ 99,703  
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
  
 
(1)
Contracted interest on the floating rate borrowings under our Unsecured Credit Facility was calculated based on the balance and interest rate at March 31, 2023. Contracted interest on our term loans and part of the Unsecured Credit Facility were calculated based on the interest rate swap rates fixing the SOFR component of the borrowing rates.
Inflation
Substantially all of our office leases provide for real estate tax and operating expense escalations. In addition, most of the leases provide for fixed annual rent increases. We believe that inflationary increases may be at least partially offset by these contractual rent increases and expense escalations. However, a longer period of inflation could affect our cash flows or earnings, or impact our borrowings, as discussed elsewhere in this Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We use derivative financial instruments to manage or hedge interest rate risks related to borrowings. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based upon their credit rating and other factors. We have entered, and we will only enter into, contracts with major financial institutions based on their credit rating and other factors. See Note 6 to our condensed consolidated financial statements in Item 1 of this Report for more information regarding our derivatives.
In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced that it intended to stop compelling banks to submit rates for the calculation of LIBOR by June 30, 2023. The Alternative Reference Rates Committee (“ARRC”) proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to LIBOR, and in some cases, the forward-looking term rate based on SOFR published by CME Group Benchmark Administration Ltd. ARRC proposed a paced market transition plan to SOFR from LIBOR and organizations are currently working on industry-wide and company specific transition plans as it relates to derivatives and cash markets exposed to LIBOR. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured lending rate, and SOFR being an overnight rate while LIBOR reflects term rates at different maturities.
We expect that all LIBOR settings relevant to us will cease to be published or will no longer be representative after June 30, 2023. The differences between LIBOR and SOFR, plus the recommended spread adjustment, could result in interest costs that are higher than if LIBOR remained available, which could have a material adverse effect on our results. Although SOFR is the ARRC’s recommended replacement rate, it is also possible that lenders may instead choose alternative replacement rates that may differ from LIBOR in ways similar to SOFR or in other ways that would result in higher borrowing costs for us. As of March 31, 2023, our LIBOR-based borrowings and the $50 million interest rate swap have been transitioned to SOFR.
 
23
We currently consider our interest rate exposure to be moderate because as of March 31, 2023, approximately $656.4 million, or 92.2%, of our debt had fixed interest rates, or effectively fixed rates when factoring in interest rate swaps, and $55.7 million, or 7.8%, had variable interest rates. The $656.4 million fixed rate debt includes a $50 million term loan, a $25 million term loan, and $140 million of the Unsecured Credit Facility against which we have applied interest rate swaps. The interest rate swaps effectively fix the SOFR component of the borrowing rates until maturity of the debt. A 1% increase in SOFR would result in a $0.6 million increase to our annual interest costs on debt outstanding as of March 31, 2023 and would decrease the fair value of our outstanding debt, as well as increase interest costs associated with future debt issuances or borrowings under our Unsecured Credit Facility. A 1% decrease in SOFR would result in a $0.6 million decrease to our annual interest costs on debt outstanding as of March 31, 2023 and would increase the fair value of our outstanding debt, as well as decrease interest costs associated with future debt issuances or borrowings under our Unsecured Credit Facility.
Interest rate risk amounts are our management’s estimates based on our Company’s capital structure and were determined by considering the effect of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. We may take actions to further mitigate our exposure to changes in interest rates. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our Company’s financial structure.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on the most recent evaluation, the Company’s Chief Executive Officer and Chief Financial Officer determined that the Company’s disclosure controls and procedures (as defined in Rules
13a-15(e)
and
15d-15(e)
under the Securities and Exchange Act of 1934, as amended) were effective as of March 31, 2023.
Management’s Report on Internal Control Over Financial Reporting
There have been no changes to our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We and our subsidiaries are, from time to time, parties to litigation arising from the ordinary course of business. As of March 31, 2023, management does not believe that any such litigation will have a material adverse effect, individually or in the aggregate, on our financial position or results of operations.
Item 1A. Risk Factors
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 4, 2023, the Board of Directors approved a share repurchase plan (“Repurchase Program”) authorizing the Company to repurchase up to $50 million of its outstanding shares of common stock or Series A Preferred Stock. Under the Repurchase Program, the shares may be repurchased from time to time using a variety of methods, which may include open market transactions, privately negotiated transactions or otherwise, or pursuant to any trading plan that may be adopted in accordance with Rule
10b5-1
of the Securities and Exchange Act of 1934, as amended, all in accordance with the rules of the SEC and other applicable legal requirements.
Repurchased shares of common stock will be classified as authorized and unissued shares. The Company recognizes the cost of shares of common stock it repurchases, including direct costs incurred, as a reduction in stockholders’ equity. Such reductions of stockholders equity due to the repurchases of shares of common stock repurchased will be applied first, to reduce common stock in the amount of the par value associated with the shares of common stock repurchased and second, to reduce additional
paid-in capital
by the amount that the purchase price for the shares of common stock repurchased exceed the par value.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
 
Exhibit
Number
   
Description
    3.1    Articles of Amendment and Restatement of City Office REIT, Inc., as amended and supplemented (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 1, 2018).
    3.2    Second Amended and Restated Bylaws of City Office REIT, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 14, 2017).
    4.1    Certificate of Common Stock of City Office REIT, Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-11/A filed with the Commission on February 18, 2014).
    4.2    Form of certificate representing the 6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the Commission on September 30, 2016).
  31.1    Certification by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. †
 
25
  31.2    Certification by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. †
  32.1    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
  32.2    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
101.INS    INLINE XBRL INSTANCE DOCUMENT†
101.SCH    INLINE XBRL SCHEMA DOCUMENT†
101.CAL    INLINE XBRL CALCULATION LINKBASE DOCUMENT†
101.LAB    INLINE XBRL LABELS LINKBASE DOCUMENT†
101.PRE    INLINE XBRL PRESENTATION LINKBASE DOCUMENT†
101.DEF    INLINE XBRL DEFINITION LINKBASE DOCUMENT†
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) †
†    Filed herewith.
 
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CITY OFFICE REIT, INC.
 
Date: May 5, 2023      
    By:  
/s/ James Farrar
      James Farrar
     
Chief Executive Officer and Director
(Principal Executive Officer)
Date: May 5, 2023      
    By:  
/s/ Anthony Maretic
      Anthony Maretic
     
Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
 
27
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