Quarterly Report (10-q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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Table of Contents

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 September 30, 2021

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

For the transition period from

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 of incorporation or organization)		(I.R.S. Employer 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.

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

October 29

, 2021 was 43,554,375.

Table of Contents

City Office REIT, Inc.

Quarterly Report on Form

10-Q

For the Quarter Ended September 30, 2021

Table of Contents


PART I. FINANCIAL INFORMATION			1

Item 1. Financial Statements			1

Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020			1

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020			2

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and 2020			3

Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2021 and 2020			4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020			5

Notes to Condensed Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16

Item 3. Quantitative and Qualitative Disclosures about Market Risk			26

Item 4. Controls and Procedures			26

PART II. OTHER INFORMATION			27

Item 1. Legal Proceedings			27

Item 1A. Risk Factors			27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			27

Item 3. Defaults Upon Senior Securities			27

Item 4. Mine Safety Disclosures			27

Item 5. Other Information			27

Item 6. Exhibits			28

Signatures			29

Table of Contents

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)


	September 30, 2021			December 31, 2020
Assets
Real estate properties
Land	$	169,984		$	204,289
Building and improvement		744,818			777,184
Tenant improvement		102,683			104,694
Furniture, fixtures and equipment		664			642

		1,018,149			1,086,809
Accumulated depreciation		(149,901	)		(131,220	)

		868,248			955,589

Cash and cash equivalents		17,697			25,305
Restricted cash		52,484			20,646
Rents receivable, net		29,221			32,968
Deferred leasing costs, net		18,415			16,829
Acquired lease intangible assets, net		30,183			44,143
Other assets		17,753			15,758
Assets held for sale		118,382			46,054

Total Assets	$	1,152,383		$	1,157,292

Liabilities and Equity
Liabilities:
Debt	$	603,334		$	677,242
Accounts payable and accrued liabilities		32,096			25,414
Deferred rent		10,460			7,295
Tenant rent deposits		5,542			4,801
Acquired lease intangible liabilities, net		3,868			6,035
Other liabilities		47,662			18,099
Liabilities related to assets held for sale		2,873			531

Total Liabilities		705,835			739,417

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 shares issued and outstanding as of September 30, 2021 and December 31, 2020		112,000			112,000
Common stock, $0.01 par value per share, 100,000,000 shares authorized, 43,554,375 and 43,397,117 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		435			433
Additional paid-in capital		481,345			479,411
Accumulated deficit		(146,930	)		(172,958	)
Accumulated other comprehensive loss		(1,063	)		(1,960	)

Total Stockholders’ Equity		445,787			416,926
Non-controlling interests in properties		761			949

Total Equity		446,548			417,875

Total Liabilities and Equity	$	1,152,383		$	1,157,292

The accompanying notes are an integral part of these condensed consolidated financial statements

Table of Contents

City Office REIT, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Rental and other revenues	$	44,889		$	41,261		$	124,369		$	121,000
Operating expenses:
Property operating expenses		15,180			14,886			43,477			43,666
General and administrative		7,900			2,546			13,768			8,025
Depreciation and amortization		14,648			15,189			44,017			45,222

Total operating expenses		37,728			32,621			101,262			96,913

Operating income		7,161			8,640			23,107			24,087
Interest expense:
Contractual interest expense		(5,650	)		(6,620	)		(17,533	)		(19,773	)
Amortization of deferred financing costs and debt fair value		(267	)		(328	)		(869	)		(993	)

		(5,917	)		(6,948	)		(18,402	)		(20,766	)
Net gain on sale of real estate property		—			1,347			47,400			1,347

Net income		1,244			3,039			52,105			4,668
Less:
Net income attributable to non-controlling interests in properties		(378	)		(153	)		(760	)		(514	)

Net income attributable to the Company		866			2,886			51,345			4,154
Preferred stock distributions		(1,855	)		(1,855	)		(5,565	)		(5,565	)

Net (loss)/income attributable to common stockholders	$	(989	)	$	1,031		$	45,780		$	(1,411	)

Net (loss)/income per common share:
Basic	$	(0.02	)	$	0.02		$	1.05		$	(0.03	)

Diluted	$	(0.02	)	$	0.02		$	1.04		$	(0.03	)

Weighted average common shares outstanding:
Basic		43,554			43,593			43,478			48,508

Diluted		43,554			44,014			44,091			48,508

Dividend distributions declared per common share	$	0.15		$	0.15		$	0.45		$	0.45

The accompanying notes are an integral part of these condensed consolidated financial statements

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City Office REIT, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net income	$	1,244		$	3,039		$	52,105		$	4,668
Other comprehensive income/(loss):
Unrealized cash flow hedge (loss)/gain		(22	)		(7	)		458			(3,091	)
Amounts reclassified to interest expense		150			141			439			186

Other comprehensive income/(loss)		128			134			897			(2,905	)

Comprehensive income		1,372			3,173			53,002			1,763
Less:
Comprehensive income attributable to non-controlling interests in properties		(378	)		(153	)		(760	)		(514	)

Comprehensive income attributable to the Company	$	994		$	3,020		$	52,242		$	1,249

The accompanying notes are an integral part of these condensed consolidated financial statements

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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			Accumulated deficit			Accumulated other comprehensive loss			Total stockholders’ equity			Non-controlling interests in properties			Total equity
Balance—December 31, 2020		4,480	$	112,000		43,397		$	433		$	479,411		$	(172,958	)	$	(1,960	)	$	416,926		$	949		$	417,875
Restricted stock award grants and vesting		—		—		—			—			695			(50	)		—			645			—			645
Common stock dividend distribution declared		—		—		—			—			—			(6,510	)		—			(6,510	)		—			(6,510	)
Preferred stock dividend distribution declared		—		—		—			—			—			(1,855	)		—			(1,855	)		—			(1,855	)
Distributions		—		—		—			—			—			—			—			—			(220	)		(220	)
Net income		—		—		—			—			—			48,817			—			48,817			192			49,009
Other comprehensive income		—		—		—			—			—			—			669			669			—			669

Balance—March 31, 2021		4,480	$	112,000		43,397		$	433		$	480,106		$	(132,556	)	$	(1,291	)	$	458,692		$	921		$	459,613

Restricted stock award grants and vesting		—		—		157			2			523			(76	)		—			449			—			449
Common stock dividend distribution declared		—		—		—			—			—			(6,533	)		—			(6,533	)		—			(6,533	)
Preferred stock dividend distribution declared		—		—		—			—			—			(1,855	)		—			(1,855	)		—			(1,855	)
Contributions		—		—		—			—			—			—			—			—			2			2
Distributions		—		—		—			—			—			—			—			—			(204	)		(204	)
Net income		—		—		—			—			—			1,662			—			1,662			190			1,852
Other comprehensive income		—		—		—			—			—			—			100			100			—			100

Balance—June 30, 2021		4,480	$	112,000		43,554		$	435		$	480,629		$	(139,358	)	$	(1,191	)	$	452,515		$	909		$	453,424

Restricted stock award grants and vesting		—		—		—			—			716			(50	)		—			666			—			666
Common stock dividend distribution declared		—		—		—			—			—			(6,533	)		—			(6,533	)		—			(6,533	)
Preferred stock dividend distribution declared		—		—		—			—			—			(1,855	)		—			(1,855	)		—			(1,855	)
Contributions		—		—		—			—			—			—			—			—			10			10
Distributions		—		—		—			—			—			—			—			—			(536	)		(536	)
Net income		—		—		—			—			—			866			—			866			378			1,244
Other comprehensive income		—		—		—			—			—			—			128			128			—			128

Balance—September 30, 2021		4,480	$	112,000		43,554		$	435		$	481,345		$	(146,930	)	$	(1,063	)	$	445,787		$	761		$	446,548


	Number of shares of preferred stock		Preferred stock		Number of shares of common stock			Common stock			Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive loss			Total stockholders’ equity			Non-controlling interests in properties			Total equity
Balance—December 31, 2019		4,480	$	112,000		54,591		$	545		$	577,131		$	(142,383	)	$	715		$	548,008		$	1,124		$	549,132
Restricted stock award grants and vesting		—		—		35			—			599			(79	)		—			520			—			520
Common stock repurchased		—		—		(1,451	)		(14	)		(11,608	)		—			—			(11,622	)		—			(11,622	)
Common stock dividend distribution declared		—		—		—			—			—			(7,771	)		—			(7,771	)		—			(7,771	)
Preferred stock dividend distribution declared		—		—		—			—			—			(1,855	)		—			(1,855	)		—			(1,855	)
Contributions		—		—		—			—			—			—			—			—			3			3
Distributions		—		—		—			—			—			—			—			—			(200	)		(200	)
Net income		—		—		—			—			—			824			—			824			182			1,006
Other comprehensive loss		—		—		—			—			—			—			(2,741	)		(2,741	)		—			(2,741	)

Balance—March 31, 2020		4,480	$	112,000		53,175		$	531		$	566,122		$	(151,264	)	$	(2,026	)	$	525,363		$	1,109		$	526,472

Restricted stock award grants and vesting		—		—		135			2			659			(66	)		—			595			—			595
Common stock repurchased		—		—		(8,799	)		(88	)		(77,961	)		—			—			(78,049	)		—			(78,049	)
Common stock dividend distribution declared		—		—		—			—			—			(6,649	)		—			(6,649	)		—			(6,649	)
Preferred stock dividend distribution declared		—		—		—			—			—			(1,855	)		—			(1,855	)		—			(1,855	)
Distributions		—		—		—			—			—			—			—			—			(184	)		(184	)
Net income		—		—		—			—			—			444			—			444			179			623
Other comprehensive loss		—		—		—			—			—			—			(298	)		(298	)		—			(298	)

Balance—June 30, 2020		4,480	$	112,000		44,511		$	445		$	488,820		$	(159,390	)	$	(2,324	)	$	439,551		$	1,104		$	440,655

Restricted stock award grants and vesting		—		—		—			—			636			(49	)		—			587			—			587
Common stock repurchased		—		—		(1,114	)		(12	)		(10,682	)		—			—			(10,694	)		—			(10,694	)
Common stock dividend distribution declared		—		—		—			—			—			(6,509	)		—			(6,509	)		—			(6,509	)
Preferred stock dividend distribution declared		—		—		—			—			—			(1,855	)		—			(1,855	)		—			(1,855	)
Distributions		—		—		—			—			—			—			—			—			(239	)		(239	)
Net income		—		—		—			—			—			2,886			—			2,886			153			3,039
Other comprehensive income		—		—		—			—			—			—			134			134			—			134

Balance—September 30, 2020		4,480	$	112,000		43,397		$	433		$	478,774		$	(164,917	)	$	(2,190	)	$	424,100		$	1,018		$	425,118

The accompanying notes are an integral part of these condensed consolidated financial statements

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City Office REIT, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Nine Months Ended September 30,
	2021			2020
Cash Flows from Operating Activities:
Net income	$	52,105		$	4,668
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		44,017			45,222
Amortization of deferred financing costs and debt fair value		869			993
Amortization of above and below market leases		281			(70	)
Straight-line rent/expense		428			(2,354	)
Non-cash stock compensation		1,976			1,745
Net gain on sale of real estate property		(47,400	)		(1,347	)
Changes in non-cash working capital:
Rents receivable, net		635			(235	)
Other assets		(560	)		(110	)
Accounts payable and accrued liabilities		8,558			(151	)
Deferred rent		3,468			(490	)
Tenant rent deposits		1,354			(240	)

Net Cash Provided By Operating Activities		65,731			47,631

Cash Flows from/(to) Investing Activities:
Additions to real estate properties		(12,431	)		(17,105	)
Acquisition of real estate		(43,256	)		—
Net proceeds from sale of real estate		122,103			6,340
Deferred leasing costs		(6,830	)		(4,479	)

Net Cash Provided By/(Used In) Investing Activities		59,586			(15,244	)

Cash Flows to Financing Activities:
Proceeds from borrowings		106,000			130,000
Repayment of borrowings		(180,806	)		(59,707	)
Dividend distributions paid to stockholders		(25,117	)		(32,814	)
Distributions to non-controlling interests in properties		(960	)		(623	)
Shares withheld for payment of taxes on restricted stock unit vesting		(216	)		(43	)
Contributions from non-controlling interests in properties		12			3
Repurchases of common stock		—			(100,365	)

Net Cash Used In Financing Activities		(101,087	)		(63,549	)

Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash		24,230			(31,162	)
Cash, Cash Equivalents and Restricted Cash, Beginning of Period		45,951			87,523

Cash, Cash Equivalents and Restricted Cash, End of Period	$	70,181		$	56,361

Reconciliation of Cash, Cash Equivalents and Restricted Cash:
Cash and Cash Equivalents, End of Period		17,697			38,399
Restricted Cash, End of Period		52,484			17,962

Cash, Cash Equivalents and Restricted Cash, End of Period	$	70,181		$	56,361

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	17,568		$	19,681
Purchase of additions in real estate properties included in accounts payable	$	4,804		$	9,778
Purchase of deferred leasing costs included in accounts payable	$	1,351		$	797

The accompanying notes are an integral part of these condensed consolidated financial statements

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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 tax years beginning before 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, 2020.

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

(“ASU

2021-01”),

Topic 848, Reference Rate Reform (“Topic 848”). ASU

2021-01

clarifies 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. The new standard applies prospectively to contract modifications and hedging relationships and may be elected over time as reference rate reform activities occur. The Company has not yet adopted the standard and continues to evaluate the impact of ASU

2020-04

and ASU

2021-01

on its condensed consolidated financial statements and may elect optional expedients in future periods as reference rate reform activities occur.

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In July 2021, the FASB issued ASU

No. 2021-05

(“ASU

2021-05”),

Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. ASU

2021-05

requires lessors to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease under the

pre-ASU

classification criteria, and sales-type or direct financing classification would result in a Day 1 loss. The ASU is effective for fiscal years beginning after December 15, 2021. The ASU may be early adopted and can be applied either retrospectively to leases that commenced or were modified on or after the adoption of Update

2016-02

or prospectively to leases that commence or are modified on or after the date that an entity first applies the amendments. The Company has not yet adopted the standard and continues to evaluate the impact of ASU

2021-05

on its condensed consolidated financial statements and may elect to adopt the standard in future periods as the Company enters into or modifies leases that meet the criteria under the standard.

3. Real Estate Investments

Acquisitions

During the nine months ended September 30, 2021 and 2020 the Company acquired the following properties:


Property	Date Acquired		Percentage Owned
5910 Pacific Center and 9985 Pacific Heights (1)		May 2021		100	%

(1)

5910 Pacific Center and 9985 Pacific Heights have been added to the existing Sorrento Mesa portfolio of properties (collectively “Sorrento Mesa”).

he foregoing acquisition was accounted for as an asset acquisition.

The following table summarizes the Company’s allocation of the purchase price of assets acquired and liabilities assumed during the nine months ended September 30, 2021 (in thousands):


	5910 Pacific Center and 9985 Pacific Heights
Land	$	37,294
Building and improvement		2,979
Tenant improvement		917
Lease intangible assets		2,469
Other assets		19
Accounts payable and other liabilities		(319	)
Lease intangible liabilities		(103	)

Net assets acquired	$	43,256

Sale of Real Estate Property

On February 10, 2021, the Company sold the Cherry Creek property in Denver, Colorado for a gross sales price of $95.0 million, resulting in an aggregate gain of $47.4 million net of disposal-related costs, which has been classified as net gain on sale of real estate property in the condensed consolidated statements of operations.

On July 23, 2020, the Company sold a land parcel at the Circle Point property in Denver, Colorado for $6.5 million, resulting in an aggregate gain of $1.3 million net of disposal-related costs, which has been classified as net gain on sale of real estate property in the condensed consolidated statements of operations.

Table of Contents

Assets Held for Sale

On August 19, 2021, the Company entered into a purchase and sale agreement to sell the Sorrento Mesa buildings consisting of 10390 Pacific Center Court, 10394 Pacific Center Court, 10398 Pacific Center Court, 10421 Pacific Center Court, 10445 Pacific Center Court and 5910 Pacific Center Boulevard (the “North Disposition”). The gross sales price of the North Disposition is

$395.1

million. The sale is scheduled to close in the fourth quarter of 2021, subject to customary closing conditions. As of September 30, 2021, the Company received a deposit of

$19.8

million, which was recorded in restricted cash along with a corresponding liability in other liabilities on the Company’s condensed consolidated balance sheet.

Also on August 19, 2021, the Company entered into a purchase and sale agreement to sell the Sorrento Mesa buildings consisting of 5975 Pacific Mesa Court and 9985 Pacific Heights Boulevard (the “South Disposition”). The gross sales price of the South Disposition is $180.9

million. The sale was initially scheduled to close in the first quarter of 2023, subject to customary closing conditions. The Company had the ability to accelerate the closing date with forty-five (45) days prior written notice thereof and subsequent to quarter end the Company exercised its option to accelerate the closing date to December 2021. As of September 30, 2021, the Company received a deposit of

$9.0 million, which was recorded in restricted cash along with a corresponding liability in other liabilities on the Company’s condensed consolidated balance sheet

The company determined that both the North Disposition and South Disposition met the criteria for classification as an asset held for sale as of September 30, 2021 (in thousands):


Sorrento Mesa	North Disposition			South Disposition			Total
Real estate properties, net	$	77,870		$	30,717		$	108,587
Deferred leasing costs, net		3,308			—			3,308
Acquired lease intangible assets, net		2,225			1,268			3,493
Rents receivable, prepaid expenses and other assets		2,977			17			2,994

Assets held for sale	$	86,380		$	32,002		$	118,382

Acquired lease intangible liabilities, net	$	(1,005	)	$	—		$	(1,005	)
Accounts payable, accrued expenses, deferred rent and tenant rent deposits		(1,502	)		(366	)		(1,868	)

Liabilities related to assets held for sale	$	(2,507	)	$	(366	)	$	(2,873	)

On November 18, 2020, the Company entered into a purchase and sale

agreement

to sell the Cherry Creek property for a gross sales price of $95.0 million. The Company determined that th

property met th

criteria for classification as held for sale as of December 31, 2020. On February 10, 2021, the Company completed the sale of the Cherry Creek property.

The property was classified as held for sale as of December 31, 2020 (in thousands):


Cherry Creek	December 31, 2020
Real estate properties, net	$	40,849
Deferred leasing costs, net		150
Acquired lease intangible assets, net		2,256
Rents receivable, prepaid expenses and other assets		2,799

Assets held for sale	$	46,054

Accounts payable, accrued expenses, deferred rent and tenant rent deposits	$	(531	)

Liabilities related to assets held for sale	$	(531	)

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4. Lease Intangibles

Lease intangibles and th

value of assumed lease obligations as of September 30, 2021 and December 31, 2020 were comprised of the following (in thousands):


	Lease Intangible Assets												Lease Intangible Liabilities
September 30, 2021	Above Market Leases			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease			Total
Cost	$	14,135		$	71,416		$	27,847		$	113,398		$	(9,641	)	$	(138	)	$	(9,779	)
Accumulated amortization		(9,240	)		(55,820	)		(18,155	)		(83,215	)		5,864			47			5,911

	$	4,895		$	15,596		$	9,692		$	30,183		$	(3,777	)	$	(91	)	$	(3,868	)


	Lease Intangible Assets												Lease Intangible Liabilities
December 31, 2020	Above Market Leases			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease			Total
Cost	$	14,894		$	80,259		$	30,284		$	125,437		$	(13,093	)	$	(138	)	$	(13,231	)
Accumulated amortization		(8,497	)		(55,636	)		(17,161	)		(81,294	)		7,152			44			7,196

	$	6,397		$	24,623		$	13,123		$	44,143		$	(5,941	)	$	(94	)	$	(6,035	)

The estimated aggregate amortization expense for lease intangibles for the next five years and in the aggregate are as follows (in thousands):


2021	$	2,381
2022		7,699
2023		5,281
2024		2,994
2025		2,751
Thereafter		5,209

	$	26,315

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5. Debt

The following table summarizes th

indebtedness a

of September 30, 2021 and December 31, 2020 (dollars in thousands):


Property	September 30, 2021			December 31, 2020			Interest Rate as of September 30, 2021 (1)			Maturity
Unsecured Credit Facility (2)(3)	$	88,000		$	75,000			LIBOR +1.40	% (4)		March 2022
Term Loan (3)		50,000			50,000			LIBOR +1.25	% (4)		September 2024
Mission City		47,000			47,000			3.78	%		November 2027
Canyon Park (5)		40,612			40,950			4.30	%		March 2027
190 Office Center		39,749			40,236			4.79	%		October 2025
Circle Point		39,650			39,650			4.49	%		September 2028
SanTan		33,022			33,444			4.56	%		March 2027
Intellicenter		32,026			32,442			4.65	%		October 2025
The Quad		30,600			30,600			4.20	%		September 2028
FRP Collection		27,719			28,263			3.10	%		September 2023
2525 McKinnon		27,000			27,000			4.24	%		April 2027
Greenwood Blvd		22,048			22,425			3.15	%		December 2025
Cascade Station		21,676			21,952			4.55	%		May 2024
5090 N. 40th St		21,337			21,640			3.92	%		January 2027
AmberGlen		20,000			20,000			3.69	%		May 2027
Lake Vista Pointe		17,108			17,375			4.28	%		August 2024
Central Fairwinds		16,813			17,127			3.15	%		June 2024
FRP Ingenuity Drive		16,528			16,736			4.44	%		December 2024
Carillon Point		15,286			15,585			3.10	%		October 2023
Midland Life Insurance (6)		—			83,537			—			—

Total Principal		606,174			680,962
Deferred financing costs, net		(3,209	)		(4,195	)
Unamortized fair value adjustments		369			475

Total	$	603,334		$	677,242

(1)	All interest rates are fixed interest rates with the exception of the Unsecured Credit Facility (the “Unsecured Credit Facility”) and the Term Loan (the “Term Loan”), as explained in footnotes 2 and 3 below.

(2)

In March 2018, the Company entered into the Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $250 million, which includes an accordion feature that allows the Company to borrow up to $500 million, subject to customary terms and conditions. The Unsecured Credit Facility matures in March 2022 and may be extended to March 2023 at the Company’s option upon meeting certain conditions. Borrowings under the Unsecured Credit Facility bear interest at a rate equal to the LIBOR rate plus a margin of between 140 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of September 30, 2021, the Unsecured Credit Facility had $88.0 million drawn and

$4.2 million letter of credit to satisfy escrow requirements for mortgage lenders. The Unsecured Credit Facility requires the Company to maintain a fixed charge coverage ratio of no less than 1.50x.

(3)

In September 2019, the Company entered into a five-year $50 million Term Loan increasing its authorized borrowings under the Unsecured Credit Facility from $250 million to $300 million. Borrowings under the Term Loan bear interest at a rate equal to the LIBOR rate plus a margin between 125 to 215 basis points depending upon the Company’s consolidated leverage ratio. In conjunction with the Term Loan, the Company also entered into a five-year interest rate swap for a notional amount of $50 million (the “Interest Rate Swap”). Pursuant to the Interest Rate Swap, the Company will pay a fixed rate of approximately 1.27% of the notional amount annually, payable monthly, and receive floating rate

30-day

LIBOR payments.

(4)	As of September 30, 2021, the one-month LIBOR rate was 0.08%.

(5)

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, 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.

(6)	The mortgage loan was cross-collateralized by Cherry Creek, City Center and 7595 Tech (formerly “DTC Crossroads”). In February 2021, the loan balance of $83.5 million was repaid in full.

The scheduled principal repayments o

debt a

of September 30, 2021 are as follows (in thousands)


2021	$	1,524
2022		94,539
2023		48,539
2024		124,736
2025		91,997
Thereafter		244,839

	$	606,174

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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 September 2019, the Company entered into the Interest Rate Swap for a notional amount of $50 million. Pursuant to the Interest Rate Swap, the Company will pay a fixed rate of approximately 1.27% of the notional amount annually, payable monthly, and receive floating rate

30-day

LIBOR payments. Accordingly, the fair value of the Interest Rate Swap has been classified as a Level 2 fair value measurement.

The Interest Rate Swap has been designated and qualifies as a cash flow hedge and has been recognized on the condensed consolidated balance sheets at fair value. 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.

As of September 30, 2021, the Interest Rate Swap was reported as a liability at its fair value of approximately $1.1 million, which is included in other liabilities on the Company’s condensed consolidated balance sheet. For the nine months ended September 30, 2021, approximately $0.4 million of realized losses were reclassified to interest expense due to payments made to the swap counterparty. For the nine months ended September 30, 2020, approximately $0.2 million of realized losses were reclassified to interest expense due to payments made to the swap counterparty.

As of December 31, 2020, the Interest Rate Swap was reported as a liability at its fair value of approximately $2.0 million, which is included in other liabilities on the Company’s condensed consolidated balance sheet.

Cash, Cash Equivalents, Restricted Cash, Rents Receivable, Accounts Payable and Accrued Liabilities

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 $474.0 million and $573.6 million (compared to a carrying value of $468.2 million and $556.0 million) as of September 30, 2021 and December 31, 2020, 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 nine months ended September 30, 2021 and 2020, the Company earned $0.5 million and $0.5

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.

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The Company recognized fixed and variable lease payments for the three and nine months ended September 30, 2021 and the three and nine months ended September 30, 2020 as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Fixed payments	$	38,963	$	35,071	$	106,825	$	103,070
Variable payments		5,868		6,151		17,404		17,864

	$	44,831	$	41,222	$	124,229	$	120,934

Future minimum lease payments t

be received by the Company as of September 30, 2021 under

non-cancellable

operating leases for the next five years and thereafter are as follows (in thousands):


2021	$	29,967
2022		111,708
2023		92,205
2024		72,917
2025		59,773
Thereafter		182,296

	$	548,866

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 September 30, 2021, these leases had remaining terms of under one year to 67 years an

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):


	September 30, 2021		December 31, 2020
Right-of-use asset – operating leases	$	14,238	$	12,739
Lease liability – operating leases	$	9,374	$	7,719
Right-of-use asset – financing leases	$	37	$	55
Lease liability – financing leases	$	37	$	55

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

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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 expenses for the three and nine months ended September 30, 2021 were $0.2 million and $0.7 million, respectively. Operating lease expenses for the three and nine months ended September 30, 2020 were $0.2 million and $0.6 million, respectively. Financing lease expenses for the three and nine months ended September 30, 2021 and 2020 were

nominal.

Future minimum lease payments to be paid by the Company as a lessee for operating and financing leases as of September 30, 2021 for the next five years and thereafter are as follows (in thousands):


	Operating Leases			Financing Leases
2021	$	89		$	7
2022		971			27
2023		836			4
2024		770			—
2025		770			—
Thereafter		27,875			—

Total future minimum lease payments		31,311			38
Discount		(21,937	)		(1	)

Total	$	9,374		$	37

9. Commitments and Contingencies

The Company is obligated under certain tenant leases t

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 September 30, 2021, 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 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 Company’s 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. 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.

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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.

There were no shares repurchased during the nine months ended September 30, 2021. During the nine months ended September 30, 2020, the Company completed the repurchase of 11,363,851 shares of its common stock for approximately $100.0 million.

Common Stock and Common Unit Distributions

On September 16, 2021, the Company’s Board of Directors approved and the Company declared a cash dividend distribution of $0.15 per common share for the quarterly period ended September 30, 2021. The dividend was paid subsequent to quarter end on October 22, 2021 to common stockholders and common unitholders of record as of the close of business on October 8, 2021, resulting in an aggregate payment of $6.5 million.

Preferred Stock Distributions

On September 16, 2021, the Company’s 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 September 30, 2021. The dividend was paid subsequent to quarter end on October 22, 2021 to the holders of record of Series A Preferred Stock as of the close of business on October 8, 2021.

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 LTIP 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 “Plan Administrator”). 2,263,580 shares of common stock may be issued under the Equity Incentive Plan.

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 (the “Performance RSU 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, 2020 and ending on December 31, 2022 (the “Measurement Period”) relative to the TSR of the companies in the SNL US REIT Office index as of January 2, 2020 (the “2020 RSU Peer Group”). The payouts under the Performance RSU Awards are evaluated on a sliding scale as follows: TSR below the 30th percentile of the 2020 RSU Peer Group would result in a 50% payout; TSR at the 50th percentile of the 2020 RSU Peer Group would result in a 100% payout; and TSR at or above the 75th percentile of the 2020 RSU 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

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During the nine months ended September 30, 2021, 169,500 restricted stock units (“RSUs”) were granted to executive officers, directors and certain

non-executive

employees with a fair value of $1.6 million. The RSU awards will vest in three equal, annual installments on each of the first three anniversaries of the date of grant. For the three and nine months ended September 30, 2021, the Company recognized net compensation expense of $0.5 million and $1.4 million, respectively, related to the RSUs. For the three and nine months ended September 30, 2020, the Company recognized net compensation expense of $0.5 and $1.4 million, respectively, related to the

RSUs.

During the nine months ended September 30, 2021, 120,000 Performance RSU Awards were granted to executive officers with a fair value of $1.2 million. The Performance RSU Awards will vest on the last day of the three-year measurement period of January 1, 2021 through December 31, 2023. For the three and nine months ended September 30, 2021, the Company recognized net compensation expense of $0.2 million and $0.6 million, respectively, related to the Performance RSU Awards. For the three and nine months ended September 30, 2020, the Company recognized net compensation expense of $0.1 million and $0.3 million, respectively, related to the Performance RSU Awards.

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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 Results of Operations and Financial Condition,” 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;

•

changes in local, regional, national and international economic conditions, including as a result of the ongoing coronavirus disease 2019

(“COVID-19”)

pandemic;

•

requests from tenants for rent deferrals, rent abatement or relief from other contractual obligations, or a failure to pay rent, as a result of changes in business behavior stemming from the ongoing

COVID-19

pandemic or the availability of government assistance programs;

•

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;

•

defaults on or

non-renewal

of leases by tenants, including as a result of the ongoing

COVID-19

pandemic;

•

increased interest rates and any resulting increase in financing or operating costs;

•

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;

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•

our failure to successfully operate acquired properties and operations;

•

changes in our business, financing or investment strategy or the markets in which we operate;

•

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 qualify and maintain our status as a real estate investment trust (“REIT”);

•

government approvals, actions and initiatives, including the need for compliance with environmental requirements or actions in response to the

COVID-19

pandemic;

•

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, 2020 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, 2020 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 initial public offering (“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 September 30, 2021, we owned 24 properties comprised of 64 office buildings with a total of approximately 5.6 million square feet of net rentable area (“NRA”). As of September 30, 2021, our properties were approximately 88.7% leased.

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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 in our 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 in tenant recoveries. All tenants in the Lake Vista Pointe, Superior Pointe, 2525 McKinnon and Canyon Park properties have triple net leases. Certain tenants at AmberGlen, Florida Research Park, Circle Point, The Quad, Cascade Station, Denver Tech and Sorrento Mesa have leases on a triple net basis. We are also a lessor for a fee simple ground lease at the AmberGlen property. Our remaining leases are predominately full-service gross leases.

Factors That May Influence Our Operating Results and Financial Condition

COVID-19

During the first quarter of 2020, the World Health Organization declared the

COVID-19

outbreak a pandemic. There have been mandates from international, federal, state and local authorities requiring forced closures of businesses and other facilities, and most of the markets in which our buildings are located have been or are subject to some form of pandemic-related restrictions. These forced closures and restrictions have had a material adverse effect on the global economy and the regional U.S. economies in which we operate, including negatively impacting some of our tenants’ ability to pay their rent.

All of our buildings are open and continue to operate. We adopted new policies and procedures to incorporate best practices for the safety of our tenants, our vendors and our employees. However, the usage of our assets in the third quarter 2021 was significantly lower than normal. Usage of our assets in the near future depends on the duration of the pandemic, the continued implementation and effectiveness of

COVID-19

vaccines and other therapeutics and corporate and individual decisions regarding return to usage of office space, which is impossible to estimate.

We continue to closely monitor the impact of the

COVID-19

pandemic on all aspects of our business and geographies. While we did not experience any significant disruptions during the three months ended September 30, 2021, as a result of

COVID-19

or governmental or tenant actions in response thereto, the Company granted rent relief to four tenants comprising approximately 0.1% of the Company’s occupied NRA, most often in the form of a rent abatement. Although the rent abatements granted to date did not have a material impact on our net rental revenue, the long-term impact of the pandemic on our tenants and the world-wide economy is uncertain and impossible to estimate, and will depend on the scope, severity and duration of the pandemic.

We have collected over 99% of contractually required base rents from our tenants for the three months ended September 30, 2021 and granted rent relief for another approximately 0.1% of contractually required base rents from our tenants for the three months ended September 30, 2021. We may incur losses in future periods due to tenants that default on their leases, file for bankruptcy and/or otherwise experience significant financial difficulty as a result of the duration of the

COVID-19

pandemic, but the extent of those losses is impossible to predict given the fluidity of the pandemic and its uncertain impact on economic activity.

Leasing activity has generally been slow, with the exception of the life science sector, and we believe leasing activity will continue to be impacted by the

COVID-19

pandemic. 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 potentially impact the pricing and competitiveness for lease office space in our markets.

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We believe economic conditions, leasing activity and acquisition prospects have improved substantially since the initial phase of the

COVID-19

pandemic and we will continue to actively evaluate business operations and strategies to optimally position ourselves. For a discussion of the impact of the

COVID-19

pandemic on our liquidity and balance sheet, see “Liquidity and Capital Resources” below.

The situation surrounding the

COVID-19

pandemic and additional variants that may spread remains fluid and as certain restrictions are lifted in various geographical locations throughout the U.S., we will continue to monitor and actively manage our response in collaboration with tenants, government officials and other third parties to optimally position the Company.

Business and Strategy

We focus on owning and acquiring office properties in our target markets. Our target markets generally possess what we believe are 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 utilize our management’s market-specific knowledge and relationships as well as the expertise of local real estate operators and our investment partners to identify acquisition opportunities that we believe will offer cash flow stability and long-term value appreciation. Our target markets are attractive, among other reasons, because we believe that ownership is often concentrated among local real estate operators that typically do not benefit from the same access to capital as public REITs and there is a relatively low level of participation of large institutional investors. We believe that these factors result in attractive pricing levels and risk-adjusted returns. The long-term impact of the

COVID-19

pandemic on these markets is uncertain and impossible to estimate, and will depend on the scope, severity and duration of the

COVID-19

pandemic.

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. We believe that the average rental rates for our portfolio of properties are generally

in-line

or slightly below the current average quoted market rates. 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 the

COVID-19

pandemic, 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.

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Our Properties

As of September 30, 2021, we owned 24 properties comprised of 64 office buildings with a total of approximately 5.6 million square feet of NRA in the metropolitan areas of Dallas, Denver, Orlando, Phoenix, Portland, San Diego, Seattle and Tampa. The following table presents an overview of our portfolio as of September 30, 2021.


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 (21.8% of NRA)	Pima Center		100.0	%		272		67.9	%	$	28.21	$	28.21	$	5,208
	SanTan		100.0	%		267		97.5	%	$	29.70	$	29.70	$	7,718
	5090 N 40 th St		100.0	%		175		91.1	%	$	30.33	$	30.33	$	4,842
	Camelback Square		100.0	%		172		78.4	%	$	32.19	$	32.19	$	4,332
	The Quad		100.0	%		163		100.0	%	$	30.61	$	30.93	$	4,990
	Papago Tech		100.0	%		163		96.3	%	$	23.45	$	23.45	$	3,675
Tampa, FL (18.7%)	Park Tower		94.8	%		472		74.5	%	$	26.42	$	26.42	$	9,295
	City Center		95.0	%		243		89.3	%	$	27.18	$	27.18	$	5,892
	Intellicenter		100.0	%		204		100.0	%	$	25.09	$	25.09	$	5,105
	Carillon Point		100.0	%		124		88.0	%	$	29.29	$	29.29	$	3,203
Denver, CO (14.5%)	Denver Tech (3)		100.0	%		383		93.8	%	$	23.52	$	27.64	$	8,388
	Circle Point		100.0	%		272		83.6	%	$	18.77	$	32.64	$	4,266
	Superior Pointe		100.0	%		152		94.0	%	$	18.18	$	31.18	$	2,592
Orlando, FL (12.9%)	Florida Research Park (4)		96.6	%		397		91.5	%	$	24.00	$	27.57	$	8,679
	Central Fairwinds		97.0	%		168		88.7	%	$	25.72	$	25.72	$	3,838
	Greenwood Blvd		100.0	%		155		100.0	%	$	23.75	$	23.75	$	3,682
Dallas, TX (10.3%)	190 Office Center		100.0	%		303		76.1	%	$	26.63	$	26.63	$	6,146
	Lake Vista Pointe		100.0	%		163		100.0	%	$	17.00	$	26.00	$	2,777
	2525 McKinnon		100.0	%		111		91.6	%	$	29.32	$	48.32	$	2,992
Portland, OR (5.9%)	AmberGlen		76.0	%		203		98.4	%	$	22.66	$	25.20	$	4,517
	Cascade Station		100.0	%		128		95.5	%	$	27.85	$	29.86	$	3,391
San Diego, CA (5.0%)	Mission City		100.0	%		281		88.1	%	$	37.46	$	37.46	$	9,284
Seattle, WA (3.7%)	Canyon Park		100.0	%		207		100.0	%	$	22.49	$	27.49	$	4,650

Total / Weighted Average – Excluding Assets Held For Sale (5)						5,178		89.0	%	$	25.94	$	28.77	$	119,462

San Diego, CA (7.2%)	Sorrento Mesa (6)		100.0	%		400		84.7	%	$	31.50	$	36.74	$	10,678

Total / Weighted Average – September 30, 2021 (5)						5,578		88.7	%	$	26.32	$	29.31	$	130,140

(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 September 30, 2021 by (ii) 12.

(3)	Denver Tech is comprised of 7601 Tech and 7595 Tech (formerly “DTC Crossroads”).

(4)	Florida Research Park is comprised of FRP Collection and FRP Ingenuity Drive.

(5)	Averages weighted based on the property’s NRA, adjusted for occupancy.

(6)	Sorrento Mesa includes 5910 Pacific Center and 9985 Pacific Heights, which were acquired during the second quarter of 2021. The Sorrento Mesa property was under contract for sale as at September 30, 2021.

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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. In addition, the recent

COVID-19

pandemic has caused significant disruption in global financial markets and economies. This global disruption could have a material impact on the markets in which we operate, our tenants and our ability to successfully execute our business strategy. The extent to which

COVID-19

will impact the Company is highly uncertain and is not reasonably estimable at this time.

Summary of Significant Accounting Policies

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, 2020 included in our Annual Report on Form

10-K

for the year ended December 31, 2020.

Results of Operations

Comparison of Three Months Ended September 30, 2021 to Three Months Ended September 30, 2020

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 $3.6 million, or 9%, to $44.9 million for the three months ended September 30, 2021 compared to $41.3 million for the three months ended September 30, 2020. The increase can be attributed to our Park Tower and SanTan properties, which recorded significant termination fee income during the third quarter which increased revenue by $5.2 million and $0.6 million, respectively. A further increase of $0.7 million was attributable to the acquisitions of two additional buildings adjacent to our Sorrento Mesa portfolio in May 2021. Offsetting these increases was the disposition of Cherry Creek in February 2021, which resulted in a $2.4 million decrease in revenue. 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 $5.1 million, or 16%, to $37.7 million for the three months ended September 30, 2021, from $32.6 million for the three months ended September 30, 2020. General and administrative expenses increased by $5.4 million over the prior year primarily due to a

one-time

$5.0 million bonus accrual incurred as a result of the Sorrento Mesa sale transaction announced during the third quarter of 2021. Further increase of $0.7 million was attributable to the acquisitions of two additional buildings adjacent to our Sorrento Mesa portfolio in May 2021. Offsetting these increases, the disposition of Cherry Creek resulted in a $1.3 million decrease in total operating expenses. The remaining expenses were marginally higher in comparison to the prior period.

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 $0.3 million, or 2%, to $15.2 million for the three months ended September 30, 2021, from $14.9 million in the same period in the prior year. Of this increase, $0.3 million was attributable to the acquisitions of two additional buildings adjacent to our Sorrento Mesa portfolio in May 2021. Offsetting this increase was the disposition of Cherry Creek which resulted in a $0.7 million decrease in property operating expenses. The majority of the remaining properties’ expenses were marginally higher in comparison to the prior period resulting in a total increase of $0.7 million.

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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 $5.4 million, or 210%, to $7.9 million for the three months ended September 30, 2021, from $2.5 million reported for the same period in 2020. General and administrative expenses increased due to a

one-time

$5.0 million bonus accrual incurred as a result of the Sorrento Mesa sale transaction announced during the third quarter of 2021. The remaining increase is due to higher professional fees.

Depreciation and Amortization

. Depreciation and amortization decreased $0.6 million, or 4%, to $14.6 million for the three months ended September 30, 2021, from $15.2 million reported for the same period in the prior year. The decrease was primarily attributable to the disposition of Cherry Creek which resulted in a $0.6 million decrease to depreciation and amortization. The remaining properties were relatively unchanged.

Other Expense (Income)

Interest Expense.

Interest expense decreased $1.0 million, or 15%, to $5.9 million for the three months ended September 30, 2021, from $6.9 million for the three months ended September 30, 2020. The decrease was primarily attributable to the sale of Cherry Creek during the period as the proceeds of the sale were used to repay debt.

Comparison of Nine Months Ended September 30, 2021 to Nine Months Ended September 30, 2020

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 $3.4 million, or 3%, to $124.4 million for the nine months ended September 30, 2021 compared to $121.0 million for the nine months ended September 30, 2020. The increase can be attributed to our Park Tower and SanTan properties, which recorded significant termination fee income during the third quarter which increased revenue by $5.3 million and $1.4 million, respectively. Revenue also increased by $0.8 million at our 7595 Tech property within the Denver Tech portfolio, $1.2 million at our existing Sorrento Mesa property and $0.3 million at City Center due to significant leasing transactions which lifted occupancy and rental income. A further increase of $1.1 million was attributable to the acquisitions of two additional buildings adjacent to our Sorrento Mesa portfolio in May 2021. Offsetting this increase, the disposition of Cherry Creek in February 2021 contributed $5.6 million to the decrease in revenue. Revenue also decreased at 190 Office Center and Pima Center by $0.6 million and $0.8 million, respectively, due to a decrease in occupancy year over year. 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 decreased by $4.4 million, or 4%, to $101.3 million for the nine months ended September 30, 2021, from $96.9 million for the nine months ended September 30, 2020. General and administrative expenses increased by $5.8 million over the prior year primarily due to a

one-time

$5.0 million bonus accrual incurred as a result of the Sorrento Mesa sale transaction announced during the third quarter of 2021. Further increase of $1.2 million was attributable to the acquisitions of two additional buildings adjacent to our Sorrento Mesa portfolio in May 2021 and an increase of $0.7 million was attributable to the Denver Tech portfolio due to a combination of higher property operating expenses and depreciation and amortization. Offsetting these increases, the disposition of Cherry Creek resulted in a $3.4 million decrease in total operating expenses. The remaining expenses were marginally higher in comparison to the prior period.

Property Operating Expenses.

re-leasing

costs. Property operating expenses decreased by $0.2 million, or 0%, to $43.5 million for the nine months ended September 30, 2021, compared to $43.7 million for the nine months ended September 30, 2020. The disposition of Cherry Creek resulted in a $1.7 million decrease in expenses. Offsetting these decreases, an increase of $0.4 million was attributable to the acquisitions of two additional buildings adjacent to our Sorrento Mesa portfolio in May 2021. The majority of the remaining properties’ expenses were marginally higher in comparison to the prior period resulting in a total increase of $1.1 million.

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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 $5.8 million, or 72%, to $13.8 million for the nine months ended September 30, 2021, from $8.0 million reported for the same period in 2020. General and administrative expenses increased due to a

one-time

$5.0 million bonus accrual incurred as a result of the Sorrento Mesa sale transaction announced during the third quarter of 2021. The remaining increase is due to higher professional fees.

Depreciation and Amortization.

Depreciation and amortization decreased $1.2 million, or 3%, to $44.0 million for the nine months ended September 30, 2021, from $45.2 million reported for the same period in 2020. The disposition of Cherry Creek resulted in a $1.8 million decrease to depreciation and amortization which was offset by the depreciation related to the acquisitions of two additional buildings adjacent to our Sorrento Mesa portfolio in May 2021. The remaining properties were relatively unchanged.

Other Expense (Income)

Interest Expense.

Interest expense decreased $2.4 million, or 11%, to $18.4 million for the nine months ended September 30, 2021, from $20.8 million for the nine months ended September 30, 2020. The decrease was primarily attributable to the sale of Cherry Creek in February 2021 as the proceeds of the sale were used to repay debt.

Net Gain on the Sale of Real Estate Property.

We recorded a net gain on the sale of real estate property of $47.4 million for the nine months ended September 30, 2021 related to the sale of Cherry Creek in February 2021.

Cash Flows

Comparison of Nine Months Ended September 30, 2021 to Nine Months Ended September 30, 2020

Cash, cash equivalents and restricted cash were $70.2 million and $56.4 million as of September 30, 2021 and September 30, 2020, respectively.

Cash flow from operating activities.

Net cash provided by operating activities increased by $18.1 million to $65.7 million for the nine months ended September 30, 2021 compared to $47.6 million for the same period in 2020. The increase in cash provided by operating activities was primarily attributable to changes in working capital.

Cash flow from investing activities.

Net cash provided by investing activities increased by $74.8 million to $59.6 million for the nine months ended September 30, 2021 compared to $15.2 million used in investing activities for the same period in 2020. The increase in cash provided by investing activities was primarily due to the proceeds from the sale of the Cherry Creek property in February 2021 and deposits received for the anticipated sale of the Sorrento Mesa portfolio in the third quarter of 2021, which were recorded in restricted cash, partially offset by the acquisition of two additional buildings adjacent to our Sorrento Mesa portfolio in May 2021.

Cash flow to financing activities.

Net cash used in financing activities increased by $37.6 million to $101.1 million for the nine months ended September 30, 2021 compared to $63.5 million for the same period in 2020. The increase in cash used in financing activities was primarily due to higher repayment of borrowings, including the Midland Life Insurance loan, and lower net proceeds from borrowing for the nine months ended September 30, 2021.

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Liquidity and Capital Resources

Analysis of Liquidity and Capital Resources

We had approximately $17.7 million of cash and cash equivalents and $52.5 million of restricted cash as of September 30, 2021.

On March 15, 2018, the Company entered into a credit agreement for the Unsecured Credit Facility (our “Unsecured Credit Facility”) that provided for commitments of up to $250 million, which includes an accordion feature that allows the Company to borrow up to $500 million, subject to customary terms and conditions. The Company’s previous secured credit facility was replaced and repaid in full from the proceeds of our Unsecured Credit Facility. Our Unsecured Credit Facility matures in March 2022 and may be extended to March 2023 at the Company’s option upon meeting certain conditions. Borrowings under our Unsecured Credit Facility bear interest at a rate equal to the LIBOR rate plus a margin of between 140 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of September 30, 2021, we had approximately $88.0 million outstanding under our Unsecured Credit Facility and a $4.2 million letter of credit to satisfy escrow requirements for a mortgage lender.

On September 27, 2019, the Company entered into the five-year $50 million Term Loan (the “Term Loan”), increasing its authorized borrowings under the Company’s Unsecured Credit Facility from $250 million to $300 million. Borrowings under the Term Loan bear interest at a rate equal to the LIBOR rate plus a margin between 125 to 215 basis points depending upon the Company’s consolidated leverage ratio. In conjunction with the Term Loan, the Company also entered into the five-year interest rate swap for a notional amount of $50 million (the “Interest Rate Swap”). Pursuant to the Interest Rate Swap, the Company will pay a fixed rate of approximately 1.27% of the notional amount annually, payable monthly, and receive floating rate

30-day

LIBOR payments.

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 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. notice of termination of the Agreements with D.A. Davidson & Co., which termination became effective on May 7, 2021. The Company did not issue any shares of common stock or Series A Preferred Stock under the ATM Program during the nine months ended September 30, 2021.

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, reserves established from existing cash, proceeds from our public offerings, including under our at the market issuance 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.

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, 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.

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Contractual Obligations and Other Long-Term Liabilities

The following table provides information with respect to our commitments as of September 30, 2021, 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		2021		2022-2023		2024-2025		More than 5 years
Principal payments on mortgage loans	$	606,174	$	1,524	$	143,078	$	216,733	$	244,839
Interest payments (1)		94,531		5,455		40,503		30,751		17,822
Tenant-related commitments		24,147		19,930		4,217		—		—
Lease obligations		31,349		96		1,838		1,540		27,875

Total	$	756,201	$	27,005	$	189,636	$	249,024	$	290,536

(1)

Contracted interest on the floating rate borrowings under our Unsecured Credit Facility was calculated based on the balance and interest rate at September 30, 2021. Contracted interest on the Term Loan was calculated based on the Interest Rate Swap rate fixing the LIBOR component of the borrowing rate to approximately 1.27%.

Off-Balance

Sheet Arrangements

As of September 30, 2021, we had a $4.2 million letter of credit outstanding under our Unsecured Credit Facility to satisfy escrow requirements for a mortgage lender.

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.

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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 have used, and will 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. See Note 6 to our condensed consolidated financial statements in Item 1 of this Report for more information regarding our derivatives.

The primary market risk to which we are exposed is interest rate risk. Our primary interest rate exposure is LIBOR. We primarily use fixed interest rate financing to manage our exposure to fluctuations in interest rates. We consider our interest rate exposure to be minimal, because as of September 30, 2021, approximately $468.2 million, or 77.2%, of our debt had fixed interest rates and approximately $138.0 million, or 22.8%, had variable interest rates. Of the $138.0 million variable rate debt, $50.0 million relates to the Term Loan against which we have applied the Interest Rate Swap. The Interest Rate Swap effectively fixes the

30-day

LIBOR rate at approximately 1.27% until maturity of the Term Loan. When factoring in the Term Loan as fixed rate debt through the Interest Rate Swap, approximately 85.5% of our debt was fixed rate debt and 14.5% was variable rate debt as of September 30, 2021. A 10% increase in LIBOR would result in a nominal increase to our annual interest costs on debt outstanding as of September 30, 2021, 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 10% decrease in LIBOR would result in a nominal decrease to our annual interest costs on debt outstanding as of September 30, 2021 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 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. In addition, the uncertainty that exists with respect to the economic impact of the

COVID-19

pandemic introduced significant volatility in global financial markets and economies during and subsequent to the nine months ended September 30, 2021. The long-term impacts of such volatility on the Company are uncertain and impossible to estimate, and will depend on the scope, severity and duration of the pandemic.

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 September 30, 2021.

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.

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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 September 30, 2021, 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 March 9, 2020, the Company’s 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 program. On August 5, 2020, the Company’s 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. 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 Securities and Exchange Commission 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.

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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 with the SEC 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 with the SEC 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 SEC 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 SEC on September 30, 2016).

10.1		Agreement of Purchase and Sale and Joint Escrow Instructions, dated August 19, 2021, by and among CIO Sorrento Mesa Holdings, LLC, CIO 5910 Pacific Center, LLC and North Buyer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2021).

10.2		Agreement of Purchase and Sale and Joint Escrow Instructions, dated August 19, 2021, by and among CIO SM Land Holdings, LLC, CIO 9985 Pacific Heights, LLC and South Buyer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2021).

31.1		Certification by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. †

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		INSTANCE DOCUMENT*

101.SCH		SCHEMA DOCUMENT*

101.CAL		CALCULATION LINKBASE DOCUMENT*

101.LAB		LABELS LINKBASE DOCUMENT*

101.PRE		PRESENTATION LINKBASE DOCUMENT*

101.DEF		DEFINITION LINKBASE DOCUMENT*

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

†		Filed herewith.

*		Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.

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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: November 3, 2021


	By:	/s/ James Farrar
		James Farrar

		Chief Executive Officer and Director (Principal Executive Officer)

Date: November 3, 2021

	By:	/s/ Anthony Maretic
		Anthony Maretic

		Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)