10-Q 1 d747038d10q.htm 10-Q 10-Q
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
10-Q
 
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
     
to
 
     
Commission File Number:
001-36409
 
 
CITY OFFICE REIT, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Maryland
 
98-1141883
(State or other jurisdiction
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.
 
Large accelerated filer      Accelerated filer  
Non-accelerated
filer
     Smaller reporting company  
     Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes ☐  No
The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at April 30, 2024 was 40,154,055.
 
 
 

City Office REIT, Inc.
Quarterly Report on Form
10-Q
For the Quarter Ended March 31, 2024
Table of Contents
 
PART I. FINANCIAL INFORMATION     1  
  Item 1.       1  
        1  
        2  
        3  
        4  
        5  
        6  
  Item 2.       16  
  Item 3.       24  
  Item 4.       25  
PART II. OTHER INFORMATION     26  
  Item 1.   Legal Proceedings     26  
  Item 1A.       26  
  Item 2.       26  
  Item 3.       26  
  Item 4.       26  
  Item 5.       26  
  Item 6.       26  
  Signatures     28  

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
City Office REIT, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except par value and share data)
 
    
March 31,

2024
   
December 31,
2023
 
Assets
    
Real estate properties
    
Land
   $ 193,524     $ 193,524  
Building and improvement
     1,196,003       1,194,819  
Tenant improvement
     156,625       152,540  
Furniture, fixtures and equipment
     944       820  
  
 
 
   
 
 
 
     1,547,096       1,541,703  
Accumulated depreciation
     (229,680     (218,628
  
 
 
   
 
 
 
     1,317,416       1,323,075  
  
 
 
   
 
 
 
Cash and cash equivalents
     29,533       30,082  
Restricted cash
     13,831       13,310  
Rents receivable, net
     53,114       53,454  
Deferred leasing costs, net
     23,220       21,046  
Acquired lease intangible assets, net
     40,459       42,434  
Other assets
     27,954       27,975  
  
 
 
   
 
 
 
Total Assets
   $ 1,505,527     $ 1,511,376  
  
 
 
   
 
 
 
Liabilities and Equity
    
Liabilities:
    
Debt
   $ 668,249     $ 669,510  
Accounts payable and accrued liabilities
     29,908       29,070  
Deferred rent
     8,040       7,672  
Tenant rent deposits
     7,853       7,198  
Acquired lease intangible liabilities, net
     7,393       7,736  
Other liabilities
     16,431       17,557  
  
 
 
   
 
 
 
Total Liabilities
     737,874       738,743  
  
 
 
   
 
 
 
Commitments and Contingencies (Note
8
)
    
Equity:
    
6.625% Series A Preferred stock, $0.01 par value per share, 5,600,000 shares authorized, 4,480,000 issued and outstanding as of March 31, 2024 and December 31, 2023
     112,000       112,000  
Common stock, $0.01 par value, 100,000,000 shares authorized, 40,154,055 and 39,938,451 shares issued and outstanding as of March 31, 2024 and December 31, 2023
     401       399  
Additional
paid-in
capital
     438,909       438,867  
Retained earnings
     214,709       221,213  
Accumulated other comprehensive income
/(loss)
     1,515       (248
  
 
 
   
 
 
 
Total Stockholders’ Equity
     767,534       772,231  
Non-controlling
interests in properties
     119       402  
  
 
 
   
 
 
 
Total Equity
     767,653       772,633  
  
 
 
   
 
 
 
Total Liabilities and Equity
   $ 1,505,527     $ 1,511,376  
  
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
Subsequent Events (Note 10)
    
  
 
 
   
 
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements
.
 
1

City Office REIT, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)
 
    
Three Months Ended
March 31,
 
    
2024
   
2023
 
Rental and other revenues
   $ 44,493     $ 45,957  
Operating expenses:
    
Property operating expenses
     17,744       17,720  
General and administrative
     3,711       3,765  
Depreciation and amortization
     15,075       15,304  
  
 
 
   
 
 
 
Total operating expenses
     36,530       36,789  
  
 
 
   
 
 
 
Operating income
     7,963       9,168  
Interest expense:
    
Contractual interest expense
     (8,098 )     (7,972
Amortization of deferred financing costs and debt fair value
     (319     (323
  
 
 
   
 
 
 
     (8,417 )     (8,295
  
 
 
   
 
 
 
Net (loss)/income
     (454     873  
Less:
    
Net income attributable to
non-controlling
interests in properties
     (135     (169
  
 
 
   
 
 
 
Net (loss)/income attributable to the Company
     (589     704  
Preferred stock distributions
     (1,855     (1,855
  
 
 
   
 
 
 
Net loss attributable to common stockholders
   $ (2,444   $ (1,151
  
 
 
   
 
 
 
Net loss per common share:
    
Basic
   $ (0.06   $ (0.03
  
 
 
   
 
 
 
Diluted
   $ (0.06   $ (0.03
  
 
 
   
 
 
 
Weighted average common shares outstanding:
    
Basic
     40,097       39,873  
  
 
 
   
 
 
 
Diluted
     40,097       39,873  
  
 
 
   
 
 
 
Dividend distributions declared per common share
   $ 0.10     $ 0.20  
  
 
 
   
 
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements
.
 
2

City Office REIT, Inc.
Condensed Consolidated Statements of Comprehensive Income/(Loss)
(Unaudited)
(In thousands)
 
    
Three Months Ended

March 31,
 
    
2024
   
2023
 
Net (loss)/income
   $ (454   $ 873  
Other comprehensive income/(loss):
    
Unrealized cash flow hedge gain/(loss)
     2,906       (1,465
Amounts reclassified to interest expense
     (1,117     (477
  
 
 
   
 
 
 
Other comprehensive income/(loss)
     1,789       (1,942
  
 
 
   
 
 
 
Comprehensive income/(loss)
     1,335       (1,069
Less:
    
Comprehensive income attributable to
non-controlling
interests in properties
     (161     (169
  
 
 
   
 
 
 
Comprehensive income/(loss) attributable to the Company
   $ 1,174     $ (1,238
  
 
 
   
 
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements
.
 
3
City Office REIT, Inc.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(In thousands)
 
 
 
Number of

shares of

preferred

stock
 
 
Preferred
stock
 
 
Number
of
shares of

common

stock
 
 
Common
stock
 
 
Additional
paid-in

capital
 
 
Retained

earnings
 
 
Accumulated
other

comprehensive

income
 
 
Total
stockholders’
equity
 
 
Non-

controlling
interests in
properties
 
 
Total
equity
 
Balance—December 31, 2023
    4,480     $ 112,000       39,938     $ 399     $ 438,867     $ 221,213     $ (248   $ 772,231     $ 402     $ 772,633  
Restricted stock award grants and vesting
    —        —        216       2       42       (45     —        (1     —        (1
Common stock dividend distribution declared
    —        —        —        —        —        (4,015     —        (4,015     —        (4,015
Preferred stock dividend distribution declared
    —        —        —        —        —        (1,855     —        (1,855     —        (1,855
Distributions
    —        —        —        —        —        —        —        —        (444     (444
Net
(loss)
/
income
    —        —        —        —        —        (589     —        (589     135       (454
Other comprehensive income
    —        —        —        —        —        —        1,763       1,763       26       1,789  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance—March 31, 2024
    4,480     $ 112,000       40,154     $ 401     $ 438,909     $ 214,709     $ 1,515     $ 767,534     $ 119     $ 767,653  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
 
 
Number of

shares of

preferred

stock
 
 
Preferred
stock
 
 
Number
of
shares of

common

stock
 
 
Common
stock
 
 
Additional
paid-in

capital
 
 
Retained

earnings
 
 
Accumulated
other

comprehensive

(loss)/income
 
 
Total
stockholders’
equity
 
 
Non-

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

City Office REIT, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
 
    
Three Months Ended

March 31,
 
    
2024
   
2023
 
Cash Flows from Operating Activities:
    
Net (loss)/income
   $ (454   $ 873  
Adjustments to reconcile net
(loss)/
income to net cash provided by operating activities:
    
Depreciation and amortization
     15,075       15,304  
Amortization of deferred financing costs and debt fair value
     319       323  
Amortization of above and below market leases
     (27     9  
Straight-line rent/expense
     (454     (2,801
Non-cash
stock compensation
     1,070       1,024  
Changes in
non-cash
working capital:
    
Rents receivable, net
     865       539  
Other assets
     505       (282
Accounts payable and accrued liabilities
     (1,536 )     (965
Deferred rent
     368       (278
Tenant rent deposits
     655       137  
  
 
 
   
 
 
 
Net Cash Provided By Operating Activities
     16,386       13,883  
  
 
 
   
 
 
 
Cash Flows to Investing Activities:
    
Additions to real estate properties
     (5,989 )     (11,383
Deferred leasing costs
     (1,505 )     (1,037
  
 
 
   
 
 
 
Net Cash Used In Investing Activities
     (7,494 )     (12,420
  
 
 
   
 
 
 
Cash Flows
(
to
)
/
from
Financing Activities:
    
Debt issuance and extinguishment costs
     (26     (236
Proceeds from borrowings
     4,000       25,000  
Repayment of borrowings
     (5,529     (6,683
Dividend distributions paid to stockholders
     (5,849     (9,799
Distributions to
non-controlling
interests in properties
     (444     (235
Shares withheld for payment of taxes on restricted stock unit vesting
     (1,072     (1,643
Contributions from
non-controlling
interests in properties
           110  
  
 
 
   
 
 
 
Net Cash
(
Used In
)/Provided By
 
Financing Activities
     (8,920     6,514  
  
 
 
   
 
 
 
Net
(Decrease)/
Increase in Cash, Cash Equivalents and Restricted Cash
     (28     7,977  
Cash, Cash Equivalents and Restricted Cash, Beginning of Period
     43,392       44,262  
  
 
 
   
 
 
 
Cash, Cash Equivalents and Restricted Cash, End of Period
   $ 43,364     $ 52,239  
  
 
 
   
 
 
 
Reconciliation of Cash, Cash Equivalents and Restricted Cash:
    
Cash and Cash Equivalents, End of Period
     29,533       35,854  
Restricted Cash, End of Period
     13,831       16,385  
  
 
 
   
 
 
 
Cash, Cash Equivalents and Restricted Cash, End of Period
   $ 43,364     $ 52,239  
  
 
 
   
 
 
 
Supplemental Disclosures of Cash Flow Information:
    
Cash paid for interest
   $ 8,029     $ 7,256  
Purchase of additions in real estate properties included in accounts payable
   $ 7,526     $ 7,811  
Purchase of deferred leasing costs included in accounts payable
   $ 3,026     $ 1,207  
The accompanying notes are an integral part of these condensed consolidated financial statements
.
 
5
City Office REIT, Inc.
Notes to the Condensed Consolidated Financial Statements
1. Organization and Description of Business
City Office REIT, Inc. (the “Company”) was organized in the state of Maryland on November 26, 2013. On April 21, 2014, the Company completed its initial public offering (“IPO”) of shares of the Company’s common stock. The Company contributed the net proceeds of the IPO to City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), in exchange for common units of limited partnership interest in the Operating Partnership (“common units”).
The Company’s interest in the Operating Partnership entitles the Company to share in distributions from, and allocations of profits and losses of, the Operating Partnership in proportion to the Company’s percentage ownership of common units. As the sole general partner of the Operating Partnership, the Company has the exclusive power under the Operating Partnership’s partnership agreement to manage and conduct the Operating Partnership’s business, subject to limited approval and voting rights of the limited partners.
The Company has elected to be taxed and will continue to operate in a manner that will allow it to continue to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to qualification as a REIT, the Company will be permitted to deduct dividend distributions paid to its stockholders, eliminating
the
U.S. federal taxation of income represented by such distributions at the Company level. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal and state income tax on its taxable income at regular corporate tax rates and, for years prior to 2018, any applicable alternative minimum tax.
2. Summary of Significant Accounting Policies
Basis of Preparation and Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with Securities and Exchange Commission (“SEC”) rules and regulations and generally accepted accounting principles in the United States of America (“US GAAP”) and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form
10-K
for the year ended December 31, 2023.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)
No. 2023-07
(“ASU
2023-07”)
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which will enhance segment disclosures. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with early adoption permitted. This standard must be applied retrospectively to all periods presented in the financial statements. The Company has not yet adopted the standard and is currently evaluating the impact of ASU
2023-07
on the Company’s consolidated financial statements and disclosures.
 
6

3
. Lease Intangibles
Lease intangibles and the value of assumed lease obligations as of March 31, 2024 and December 31, 2023 were comprised of the following (in thousands):
 
 
  
Lease Intangible Assets
 
 
Lease Intangible Liabilities
 
March 31, 2024
  
Above

Market
Leases
   
In Place

Leases
   
Leasing
Commissions
   
Total
   
Below
Market
Leases
   
Below Market
Ground Lease
   
Total
 
Cost
   $ 17,463     $ 73,127     $ 32,537     $ 123,127     $ (14,968   $ (138   $ (15,106
Accumulated amortization
     (10,537     (52,290     (19,841     (82,668     7,656       57       7,713  
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
   $ 6,926     $ 20,837     $ 12,696     $ 40,459     $ (7,312   $ (81   $ (7,393
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
    
Lease Intangible Assets
   
Lease Intangible Liabilities
 
December 31, 2023
  
Above

Market
Leases
   
In Place

Leases
   
Leasing
Commissions
   
Total
   
Below
Market
Leases
   
Below Market
Ground Lease
   
Total
 
Cost
   $ 17,463     $ 73,128     $ 32,541     $ 123,132     $ (14,968   $ (138   $ (15,106
Accumulated amortization
     (10,222     (51,290     (19,186     (80,698     7,314       56       7,370  
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
   $ 7,241     $ 21,838     $ 13,355     $ 42,434     $ (7,654   $ (82   $ (7,736
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
The estimated aggregate amortization expense for lease intangibles for the next five years and in the aggregate are as follows (in thousands):
 
2024
   $ 4,748  
2025
     6,194  
2026
     5,887  
2027
     4,900  
2028
     4,206  
Thereafter
     7,131  
  
 
 
 
   $ 33,066  
  
 
 
 
4
. Debt
The following table summarizes the indebtedness as of March 31, 2024 and December 31, 2023 (dollars in thousands), including the impact of the effective interest rate swaps described in Note
5
:
 
Property
  
March 31,

2024
 
  
December 31,
2023
 
  
Interest Rate as
of March 31,

2024
 
 
Maturity
Unsecured Credit Facility 
(2)(4)
   $
 
 
 
 
 
 
 
 
 200,000      $
 
 
 
 
 
200,000        SOFR +1.50
%
(1)(2)
 
  November 2025
Term Loan 
(3)
     50,000        50,000        SOFR +1.35 %
(1)(3)
 
  September 2024
Term
Loan
(4)
     25,000        25,000        6.00 %
(4)
 
  January 2026
Mission City
     45,772        45,994        3.78   November 2027
Canyon Park
(5)
     38,742        38,932        4.30   March 2027
Circle Point
     38,678        38,789        4.49   September 2028
SanTan
(6)
     31,322        31,501        4.56   March 2027
Intellicenter
     30,523        30,682        4.65   October 2025
The Quad
     30,600        30,600        4.20   September 2028
2525 McKinnon
     27,000        27,000        4.24   April 2027
FRP Collection
  
 
26,041
 
  
 
26,139
 
  
 
7.05
%
(7)
 
 
August 2028
Greenwood Blvd
  
 
20,719
 
  
 
20,856
 
  
 
3.15
 
December 2025
Cascade Station
(8)
  
 
20,680
 
  
 
20,752
 
  
 
4.55
 
May 2024
5090 N. 40th St
  
 
20,257
 
  
 
20,370
 
  
 
3.92
 
January 2027
AmberGlen
(9)
  
 
20,000
 
  
 
20,000
 
  
 
3.69
 
May 2027
 

7

Property
  
March 31,

2024
 
 
December 31,
2023
 
 
Interest Rate as
of March 31,

2024
 
 
Maturity
 
 
  
 
 
 
 
 
 
 
 
 
 
 
FRP Ingenuity Drive
(10)
     15,782       15,860       4.44     December 2024  
Central Fairwinds
     15,711       15,826       3.15     June 2024  
Carillon Point
     14,364       14,419       7.05 %
(7)
 
    August 2028  
  
 
 
   
 
 
     
Total Principal
     671,191       672,720      
Deferred financing costs, net
     (2,954     (3,258    
Unamortized fair value adjustments
     12       48      
  
 
 
   
 
 
     
Total
   $
 
 
 
  
  
 
 
668,249     $ 669,510      
  
 
 
   
 
 
     
 
(1)
As of March 31, 2024, the daily-simple Secured Overnight Financing Rate (“SOFR”) was
 5.34%.
(2)
Borrowings under our unsecured credit facility (the “Unsecured Credit Facility”) bear interest at a rate equal to the daily-simple SOFR rate plus a margin of
 between 135 to 235 basis points depending upon the Company’s consolidated leverage ratio. On February 9, 2023, the Company entered into a three-year interest rate swap for a notional amount of $140 million, effective March 8, 2023, effectively fixing the SOFR component of the borrowing rate for $140 million of the Unsecured Credit Facility at 4.19%. As of March 31, 2024, the Unsecured Credit Facility had $200.0 million drawn and a $2.5 million letter of credit to satisfy escrow requirements for a mortgage lender. The Unsecured Credit Facility matures in November 2025 and may be extended 12 months at the Company’s option upon meeting certain conditions. The Unsecured Credit Facility requires the Company to maintain a fixed charge coverage ratio of no less than 1.50x.
(3)
Borrowings under the $50 million term loan bear interest at a rate equal to the daily-simple SOFR rate plus a margin of between 135 to 225 basis points depending upon the Company’s consolidated leverage ratio. The SOFR component of the borrowing rate is effectively fixed for the remainder of the five-year term by a $50 million interest rate swap at 1.17%.
(4)
On January 5, 2023, the Company entered into a second amendment to its amended and restated credit agreement, dated November 16, 2021 for the Unsecured Credit Facility and entered into a three-year $25 million term loan, increasing its total authorized borrowings from $350 million to $375 million. Borrowings under the $25 million term loan bear interest at a rate equal to the daily-simple SOFR rate plus a margin of 210 basis points. In conjunction with the term loan, the Company also entered into a three-year interest rate swap for a notional amount of $25 million, effectively fixing the SOFR component of the borrowing rate of the term loan at 3.90%.
(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, the loan’s interest rate shall be adjusted to the greater of (i) the initial interest rate plus 200 basis points or (ii) the yield on the five year “on the run” treasury reported by Bloomberg market data service plus 450 basis points.
(6)
In the second quarter of 2023, the Debt Service Coverage Ratio (“DSCR”) and debt yield covenants for SanTan were not met, which triggered a ‘cash-sweep period’ that began in the second quarter of 2023. As of March 31, 2024, the DSCR and debt yield covenants were still not met. As of March 31, 2024, and December 31, 2023, total restricted cash for the property was $3.6 million and $4.1 million, respectively.
(7)
The FRP Collection and Carillon Point loans bear interest at a rate equal to the daily-simple SOFR rate plus a margin
 of 275 basis points. The SOFR component of the borrowing rate is effectively fixed for the remainder of the five-year term via interest rate swaps at 4.30%.
(8)
In the first quarter of 2023, a ‘cash-sweep period’ began for the Cascade Station loan due to the
non-renewal
of a major tenant’s leased space in the building. As of March 31, 2024, and December 31, 2023, total restricted cash for the property was $2.3 million and $2.0 million, respectively. On May 1, 2024, the
non-recourse
property loan at our Cascade Station property in Portland matured, and an event of default was triggered under the terms of the Cascade Station loan, following
non-payment
of the principal amount outstanding at loan maturity.
(9)
In the first quarter of 2024, a ‘cash-sweep period’ began for the AmberGlen loan due to the
non-renewal
of a major tenant’s leased space in the building. As of March 31, 2024, total restricted cash for the property was $0.2 million.
(10)
In the third quarter of 2022, the DSCR covenant for FRP Ingenuity Drive was not met, which triggered a ‘cash-sweep period’ that began in the fourth quarter of 2022. As of March 31, 2024, the DSCR was still not met. As of March 31, 2024, and December 31, 2023, total restricted cash for the property was $3.5 million and $3.2 million, respectively.
The scheduled principal repayments of debt as of March 31, 2024 are as follows (in thousands):
 
2024
   $ 106,146  
2025
     254,697  
2026
     29,563  
2027
     176,477  
2028
     104,308  
Thereafter
      
  
 
 
 
   $ 671,191  
  
 
 
 
 
8


5. 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 a London Interbank Offered Rate (“LIBOR”) interest rate swap for a notional amount of
 $50.0 million. In January 2023, the Company amended the $50.0 million interest rate swap to transition from LIBOR to daily-simple SOFR. The Company applied the practical expedients available for hedging relationships under the reference rate reform guidance, which preserves the presentation of the derivative consistent with past presentation and does not result in dedesignation of the hedging relationship. The interest rate swap effectively fixes the SOFR component of the corresponding loan at approximately 1.17% for the remainder of the five-year term.
In January 2023, the Company entered into an interest rate swap for a notional amount of $25.0 million. The interest rate swap effectively fixes the SOFR component of the corresponding loan at approximately 3.90% for the three-year term.
In February 2023, the Company entered into an interest rate swap for a notional amount of $140.0 million. The interest rate swap effectively fixes the SOFR component of the corresponding loan at approximately 4.19% for the three-year term.
In August 2023, the Company entered into an interest rate swap at FRP Collection for an initial notional amount of $26.3 million. The interest rate swap effectively fixes the SOFR component of the corresponding loan at approximately 4.30% for the five-year term. The notional amount of the interest rate swap amortizes over the term consistent with the balance of the corresponding loan.
In August 2023, the Company entered into an interest rate swap at Carillon Point for an initial notional amount of $14.5 million. The interest rate swap effectively fixes the SOFR component of the corresponding loan at approximately 4.30% for the five-year term. The notional amount of the interest rate swap amortizes over the term consistent with the balance of the corresponding loan.
The fair value of the interest rate swaps have been classified as Level 2 fair value measurements.
The interest rate swaps have been designated and qualify as cash flow hedges and have been recognized on the condensed consolidated balance sheets at fair value, presented within other assets and other liabilities. Gains and losses resulting from changes in the fair value of derivatives that have been designated and qualify as cash flow hedges are reported as a component of other comprehensive income/(loss) and reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings.
The following table summarizes the Company’s derivative financial instruments as of March 31, 2024 and December 31, 2023 (in thousands):
 
 
  
Notional Value

March 31, 2024
 
  
Effective Date
 
  
Maturity Date
 
  
Fair Value

Assets/(Liabilities)
 
  
March 31, 2024
 
 
December 31, 2023
 
Interest Rate Swap
   $ 50,000        September 2019        September 2024      $ 855     $  1,268  
Interest Rate Swap
     25,000        January 2023        January 2026        273       49  
Interest Rate Swap
     140,000        March 2023        November 2025        875       (295
Interest Rate Swap
     26,041        August 2023        August 2028        (325     (846
Interest Rate Swap
     14,364        August 2023        August 2028        (179     (466
  
 
 
          
 
 
   
 
 
 
   $  255,405            $  1,499     $ (290
  
 
 
          
 
 
   
 
 
 
 
9

For the three months ended March 31, 2024, approximately $1.1 million of realized gains were reclassified to interest expense due to payments
made to or 
received from the swap counterparty. For the three months ended March 31, 2023, approximately $0.5 million of realized gains were reclassified to interest expense due to payments made to
or received from 
the swap counterparty.
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 $339.6 million and $343.1 million (compared to a carrying value of $355.8 million and $357.2 million) as of March 31, 2024, and December 31, 2023, respectively. Accordingly, the fair value of mortgage loans payable have been classified as Level 3 fair value measurements.
6. Related Party Transactions
Administrative Services Agreement
During the three months ended March 31, 2024, the amounts earned by the Company for the administrative services performed for Second City Real Estate II Corporation, Clarity Real Estate Ventures GP, Limited Partnership and their affiliates were nominal. For the three months ended March 31, 2023, the Company earned $0.1 million in administrative services performed for Second City Real Estate II Corporation, Clarity Real Estate Ventures GP, Limited Partnership and their affiliates.
7. 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. The Company’s properties have both full-service gross and net leases which are generally classified as operating leases. Rental income related to such leases is recognized on a straight-line basis over the remaining lease term. The Company’s total revenue includes fixed base rental payments provided under the lease and variable payments, which principally consist of tenant expense reimbursements for certain property operating expenses as provided under the lease.
The Company recognized fixed and variable lease payments for operating leases for the three months ended March 31, 2024 and 2023 as follows (in thousands):
 
 
  
Three Months Ended

March 31,
 
 
  
2024
 
  
2023
 
Fixed payments
   $ 37,592      $ 38,914  
Variable payments
     6,778        6,743  
  
 
 
    
 
 
 
   $ 44,370      $ 45,657  
  
 
 
    
 
 
 
 
1
0

Future minimum lease payments to be received by the Company as of March 31, 2024 under
non-cancellable
operating leases for the next five years and thereafter are as follows (in thousands):
 
2024
   $ 96,163  
2025
     119,416  
2026
     109,150  
2027
     92,233  
2028
     77,533  
Thereafter
     165,595  
  
 
 
 
   $ 660,090  
  
 
 
 
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.
At the beginning of the period the Company, through wholly owned subsidiaries, was the landlord under leases totaling approximately
 
177,000
square feet with subsidiaries of WeWork Inc. (“WeWork”) at three of the Company’s properties. WeWork announced on November 6, 2023 that it filed for Chapter 11 bankruptcy protection and subsequently rejected the lease at one of our properties effective February 7, 2024 totaling 46,000 square feet. The Company recorded a termination fee of $0.9 million during the period ended March 31, 2024. As of March 31, 2024, WeWork was operating at the remaining two locations totaling 131,000 square feet and the leases had not been rejected as part of the WeWork bankruptcy proceedings. As of March 31, 2024, the balance sheet exposure to WeWork was
$
1.5
 million in straight-line rent receivables, $
2.4
 million in tenant improvements, and $
8.2
 million in acquired lease intangible assets. The Company continues to monitor rental payments and potential lease rejection related to WeWork
, and the Company will continue to assess what it believes will be the likelihood of each of the two WeWork leases being rejected in the bankruptcy proceedings as of each reporting period
.
Lessee Accounting
As a lessee, the Company has ground and office leases which are classified as operating and financing leases. As of March 31, 2024, these leases had remaining terms of
three
to 64 years and a weighted average remaining lease term of 50 years.
Right-of-use
assets and lease liabilities have been included within other assets and other liabilities on the Company’s condensed consolidated balance sheet
s
as follows (in thousands):
 
 
  
March 31, 2024
 
  
December 31, 2023
 
Right
-of-use
asset –
operating
leases
   $  12,483      $  12,564  
Lease
liability – o
perating
leases
   $ 8,484      $ 8,550  
Right
-of-use
asset –
financing
leases
   $ 9,763      $ 9,820  
Lease
liability –
financing
leases
   $ 1,573      $ 1,551  
Lease liabilities are measured at the commencement date based on the present value of future lease payments. One of the Company’s operating ground leases includes rental payment increases over the lease term based on increases in the Consumer Price Index (“CPI”). Changes in the CPI were not estimated as part of the measurement of the operating lease liability. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a weighted average discount rate of 6.2% in determining its lease liabilities. The discount rates were derived from the Company’s assessment of the credit quality of the Company and adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments.
Right-of-use
assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
 
1
1

Operating lease
 
expense for the three months ended March 31, 2024 and March 31, 2023
was
$
0.2
 million and $
0.2
 million, respectively. Financing lease expense for the three months ended March 31, 2024 and March 31, 2023
was
$
0.1
 million and $
0.1
 million, respectively.
Future minimum lease payments to be paid by the Company as a lessee for operating and financing leases as of March 31, 2024 for the next five years and thereafter are as follows (in thousands):
 
 
  
Operating

Leases
 
  
Financing

Leases
 
2024
   $ 459      $ 6  
2025
     770        8  
2026
     724        8  
2027
     587        8  
2028
     587        8  
Thereafter
     25,976        6,930  
  
 
 
    
 
 
 
Total future minimum lease payments
     29,103        6,968  
Discount
     (20,619      (5,395
  
 
 
    
 
 
 
Total
   $ 8,484      $ 1,573  
  
 
 
    
 
 
 
8. Commitments and Contingencies
The Company is obligated under certain tenant leases to fund tenant improvements and the expansion of the underlying leased properties.
Under various federal, state and local laws, ordinances and regulations relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for the cost of removal or remediation of certain hazardous or toxic substances disposed, stored, generated, released, manufactured or discharged from, on, at, under, or in a property. As such, the Company may be potentially liable for costs associated with any potential environmental remediation at any of its formerly or currently owned properties.
The Company believes that it is in compliance in all material respects with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Management is not aware of any environmental liability that it believes would have a material adverse impact on the Company’s financial position or results of operations. Management is unaware of any instances in which the Company would incur significant environmental costs if any or all properties were sold, disposed of or abandoned. However, there can be no assurance that any such
non-compliance,
liability, claim or expenditure will not arise in the future.
The Company is involved from time to time in lawsuits and other disputes which arise in the ordinary course of business. As of March 31, 2024, 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.
9. Stockholders’ Equity
Share Repurchase Plan
On May 4, 2023, the Company’s Board of Directors (the “Board of Directors”) approved a share repurchase plan (“Repurchase Program”) authorizing the Company to repurchase up
 to $50 
million of its outstanding shares of common stock or Series A Preferred Stock. Under the share repurchase program, the shares may be repurchased from time to time using a variety of methods, which may include open market transactions, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements.
 
12

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 three months ended March 31, 2024 and 2023.
Common Stock and Common Unit Distributions
On March 15, 2024, the Board of Directors approved and the Company declared a cash dividend distribution of $0.10 per common share for the quarterly period ended March 31, 2024. The dividend was paid subsequent to quarter end on April 24, 2024 to common stockholders and common unitholders of record as of the close of business on April 10, 2024, resulting in an aggregate payment of $4.0 million.
Preferred Stock Distributions
On March 15, 2024, the Board of Directors approved and the Company declared a cash dividend distribution of $0.4140625 per share of the Company’s 6.625% Series A Preferred Stock (“Series A Preferred Stock”) for an aggregate amount of $1.9 million for the quarterly period ended March 31, 2024. The dividend was paid subsequent to quarter end on April 24, 2024 to the holders of record of Series A Preferred Stock as of the close of business on April 10, 2024.
Equity Incentive Plan
The Company has an equity incentive plan (“Equity Incentive Plan”) for executive officers, directors and certain
non-executive
employees, and with approval of the Board of Directors, for subsidiaries and their respective affiliates. The Equity Incentive Plan provides for grants of restricted common stock, restricted stock units, phantom shares, stock options, dividend equivalent rights
and
other equity-based awards (including the grant of Operating Partnership long-term incentive plan units), subject to the total number of shares available for issuance under the plan. The Equity Incentive Plan is administered by the compensation committee of the Board of Directors (the “Compensation Committee”). The Equity Incentive Plan provides for the issuance of up to 3,763,580 shares of common stock. To the extent an award granted under the Equity Incentive Plan expires or terminates, the shares subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards.
On January 27, 2020, each of the Board of Directors and the Compensation Committee approved a new form of performance-based restricted unit award agreement that will be used to grant performance-based restricted stock unit awards (“Performance RSU Awards”) pursuant to the Equity Incentive Plan. The Performance RSU Awards are based upon the total stockholder return (“TSR”) of the Company’s common stock over a three-year measurement period beginning January 1 of the year of grant (the “Measurement Period”) relative to the TSR of a defined peer group list of other US Office REIT companies (the “Peer Group”) as of the first trading date in the year of grant. The payouts under the Performance RSU Awards are evaluated on a sliding scale as follows: TSR below the 30th percentile of the Peer Group would result in a 50% payout; TSR at the 50th percentile of the Peer Group would result in a 100% payout; and TSR at or above the 75th percentile of the Peer Group would result in a 150% payout. Payouts are mathematically interpolated between these stated percentile targets, subject to a 150% maximum. To the extent earned, the payouts of the Performance RSU Awards are intended to be settled in the form of shares of the Company’s common stock, pursuant to the Equity Incentive Plan. Upon satisfaction of the vesting conditions, dividend equivalents in an amount equal to all regular and special dividends declared with respect to the Company’s common stock during each annual measurement period during the Measurement Period are determined and paid on a cumulative, reinvested basis over the term of the applicable Performance RSU Award, at the time such award vests and based on the number of shares of the Company’s common stock that are earned.
During the first quarter of 2024, the Performance RSU Awards granted in January 2021,
with
a January 1, 2021 through December 31, 2023 Measurement Period, were earned at 120% of the target number of shares granted based on achievement of a TSR that was at or above the 60th percentile of the 2021 RSU Peer Group.
 
1
3

The following table summarizes the activity of the awards under the Equity Incentive Plan for the three months ended March 31, 2024:
 
 
  
Number of

RSUs
 
  
Number of

Performance

RSUs
 
Outstanding at December 31, 2023
     451,741        424,888  
Granted
     324,414        324,952  
Issuance of dividend equivalents
     8,290         
Vested
     (228,747      (120,000
  
 
 
    
 
 
 
Outstanding at March 31, 2024
     555,698        629,840  
The following table summarizes the activity of the awards under the Equity Incentive Plan for the three months ended March 31, 2023:
 
    
Number of

RSUs
    
Number of

Performance

RSUs
 
Outstanding at December 31, 2022
     428,320        307,500  
Granted
     198,022        214,888  
Issuance of dividend equivalents
     9,485         
Vested
     (216,520      (97,500
  
 
 
    
 
 
 
Outstanding at March 31, 2023
     419,307        424,888  
During the three months ended March 31, 2024 and March 31, 2023, the Company granted the following restricted stock units (“RSUs”) and Performance RSU Awards to directors, executive officers and certain
non-executive
employees:
 
    
Units Granted
    
Fair Value

(in thousands)
    
Weighted Average

Grant Fair Value

Per Share
 
    
RSUs
    
Performance

RSUs
 
2024
     324,414        324,952      $ 3,539      $  5.45  
2023
     198,022        214,888        3,729        9.03  
The RSU Awards will vest in three equal, annual installments on each of the first three anniversaries of the grant date. The Performance RSU Awards will vest on the last day of the three-year measurement period.
During the three months ended March 31, 2024 and March 31, 2023, the Company recognized net compensation expense for the RSUs and Performance RSU Awards as follows (in thousands):
 
 
  
RSUs
 
  
Performance
RSUs
 
  
Total
 
2024
   $     641      $   429      $   1,070  
2023
     643        381        1,024  
 
1
4

10. Subsequent Events
On May 1, 2024, the
non-recourse
property loan at our Cascade Station property in Portland matured, and an event of default was triggered under the terms of the Cascade Station loan, following
non-payment
of the principal amount outstanding at loan maturity. The loan, in the original principal amount of $22.5 million, is secured by the Cascade Station property. As such, the process to transfer the property to the lender has been initiated. In the first quarter of 2023, a “cash-sweep
period
” began for the Cascade Station loan due to the
non-renewal
of a major tenant’s leased space in the building. As of March 31, 2024, and December 31, 2023, total restricted cash for the property was $2.3 million and $2.0 million, respectively. As previously disclosed, in December 2022, we recorded a $6.5 million impairment to write down the asset’s carrying amount to fair value. As a result, the Company does not expect to recognize a material gain or loss as a result of the events described.
 
15

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 s
ec
tion as our Operating Partnership, except where it is clear from the context that the term only means City Office REIT, Inc.
Cautionary Statement Regarding Forward-Looking Statements
 
This Report, including “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have used the words “approximately,” “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “hypothetical,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” and similar terms and phrases to identify forward-looking statements in this Report. All of our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:
 
   
adverse economic or real estate developments in the office sector or the markets in which we operate;
 
   
increased interest rates, any resulting increase in financing or operating costs, the impact of inflation and a stall in economic growth or an economic recession;
 
   
changes in local, regional, national and international economic conditions, including as a result of recent pandemics or any future epidemics or pandemics;
 
   
the extent to which “work-from-home” and hybrid work policies continue;
 
   
our inability to compete effectively;
 
   
our inability to collect rent from tenants or renew tenants’ leases on attractive terms if at all;
 
   
our dependence upon significant tenants, bankruptcy or insolvency of a major tenant or a significant number of small tenants or borrowers, or defaults on or
non-renewal
of leases by tenants;
 
   
demand for and market acceptance of our properties for rental purposes, including as a result of near-term market fluctuations or long-term trends that result in an overall decrease in the demand for office space;
 
   
decreased rental rates or increased vacancy rates;
 
   
our failure to obtain necessary financing or access the capital markets on favorable terms or at all;
 
   
changes in the availability of acquisition opportunities;
 
   
availability of qualified personnel;
 
   
our inability to successfully complete real estate acquisitions or dispositions on the terms and timing we expect, or at all;
 
   
our failure to successfully operate acquired properties and operations;
 

1
6

 
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 maintain our qualification as a REIT for U.S. federal income tax purposes;
 
   
government approvals, actions and initiatives, including the need for compliance with environmental requirements;
 
   
outcome of claims and litigation involving or affecting us;
 
   
financial market fluctuations;
 
   
changes in real estate, taxation and zoning laws and other legislation and government activity and changes to real property tax rates and the taxation of REITs in general; and
 
   
other factors described in our news releases and filings with the SEC, including but not limited to those described in our Annual Report on Form
10-K
for the year ended December 31, 2023 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, 2023 under the heading “Risk Factors” and elsewhere in this Form
10-Q
and any updates to those factors set forth in our subsequent Quarterly Reports on Form
10-Q
or other public filings with the SEC, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this Report speaks only as of the date of this Report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.
Overview
Company
We were formed as a Maryland corporation on November 26, 2013. On April 21, 2014, we completed our IPO of shares of common stock. We contributed the net proceeds of the IPO to our Operating Partnership in exchange for common units in our Operating Partnership. Both we and our Operating Partnership commenced operations upon completion of the IPO and certain related formation transactions.
Revenue Base
As of March 31, 2024, we owned 24 properties comprised of 58 office buildings with a total of approximately 5.7 million square feet of net rentable area (“NRA”). As of March 31, 2024, our properties were approximately 83.0% leased.
 
17

Office Leases
Historically, most leases for our properties have been on a full-service gross or net lease basis, and we expect to continue to use such leases in the future. A full-service gross lease generally has a base year expense “stop,” whereby we pay a stated amount of expenses as part of the rent payment while future increases (above the base year stop) in property operating expenses are billed to the tenant based on such tenant’s proportionate square footage in the property. The property operating expenses are reflected in operating expenses; however, only the increased property operating expenses above the base year stop recovered from tenants are reflected as tenant recoveries within rental and other revenues on our condensed consolidated statements of operations. In a triple net lease, the tenant is typically responsible for all property taxes and operating expenses. As such, the base rent payment does not include any operating expenses, but rather all such expenses are billed to or paid by the tenant. The full amount of the expenses for this lease type is reflected in operating expenses, and the reimbursement is reflected as tenant recoveries. We are also a lessor for a fee simple ground lease at the AmberGlen property.
Factors That May Influence Our Operating Results and Financial Condition
Economic Environment and Inflation
Recently, the broader economy in the U.S. began experiencing increased levels of inflation, higher interest rates and tightening monetary and fiscal policies. The banking and lending sector in particular has been impacted by the interest rate environment. While it remains difficult to predict the full impact of recent events and any future changes in interest rates or inflation, this evolving economic environment impacts our operating activities as:
 
   
business leaders may generally become more reticent to make large capital allocation decisions, such as entry into a new lease, given the uncertain economic environment;
 
   
our cost of capital has increased due to higher interest rates and credit spreads, and private market debt financing is significantly more challenging to arrange; and
 
   
retaining and attracting new tenants has become increasingly challenging due to potential business layoffs, downsizing and industry slowdowns.
Despite the challenging economic environment, there is increasing evidence that many businesses have or will tighten up
in-person
work policies particularly if economic conditions worsen. Many of these companies increased their workforce beginning in 2020 without increasing their available space. We expect these factors will help offset, at least partially, the headwinds to office space demand.
Work-From-Home Trends
Our business has been and will likely continue to be impacted by tenant uncertainty regarding office space needs given the evolving remote and hybrid working trends. Usage of our assets in the near future depends on corporate and individual decisions regarding return to usage of office space, which is impossible to estimate. As of March 31, 2024, 14.0% of net rentable area under our portfolio was vacant, as compared to 12.5% as of March 31, 2023.
Leasing activity has been and is expected to be impacted by the evolving work-from-home trend until and unless tenants increase the utilization of their spaces. We have experienced and we expect that we will continue to experience slower new leasing, and there remains uncertainty over existing tenants’ long-term space requirements. Overall, this could reduce our anticipated rental revenues. In addition, certain tenants in our markets have and may explore opportunities to sublease all or a portion of their leased square footage to other tenants or third parties. While subleasing generally does not impact the ability to collect payment from the original lessee and will not result in any decrease in the rental revenues expected to be received from the primary tenant, this trend could reduce our ability to lease incremental square footage to new tenants, could increase the square footage of our properties that “goes dark,” could reduce anticipated rental revenue should tenants determine their long-term needs for square footage are lower than originally anticipated and could impact the pricing and competitiveness for leasing office space in our markets.
 
18

We will continue to actively evaluate business operations and strategies to optimally position ourselves given current economic and industry conditions.
Business and Strategy
We focus on owning and acquiring office properties in our footprint of growth markets predominantly in the Sun Belt. Our markets generally possess growing populations with above-average employment growth forecasts, a large number of government offices, large international, national and regional employers across diversified industries, generally lower-cost centers for business operations and a high quality of life. We believe these characteristics have made our markets desirable, as evidenced by domestic net migration generally towards our geographic footprint. A majority of our properties are well located, have good access and functionality to our markets, are new or in new condition, attract high-quality tenants and are professionally managed. We utilize our management’s market-specific knowledge and relationships as well as the expertise of local real estate property and leasing managers to identify acquisition opportunities that we believe will offer cash flow stability and long-term value appreciation.
Rental Revenue and Tenant Recoveries
The amount of net rental revenue generated by our properties will depend principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space that becomes available from lease terminations. As of March 31, 2024, the operating properties in our portfolio were 83.0% leased, with 6.9% of our leases scheduled to expire over the remainder of the calendar year, without regard to renewal options. The amount of rental revenue generated also depends on our ability to maintain or increase rental rates at our properties. Our leases typically include rent escalation provisions designed to provide annual growth in our rental income as well as an ability to pass through cost escalations to our tenants, and in the normal course of business we do not typically waive these rent escalation provisions. Negative trends in one or more of these factors could adversely affect our rental revenue in future periods. We continually monitor our tenants’ ability to meet their lease obligations to pay us rent to determine if any adjustments should be reflected currently. Future economic downturns or regional downturns affecting our markets or submarkets or downturns in our tenants’ industries, including as a result of high interest rates and the fluctuating likelihood of a U.S. recession, that impair our ability to renew or
re-let
space and the ability of our tenants to fulfill their lease commitments, as in the case of tenant bankruptcies, could adversely affect our ability to maintain or increase rental rates at our properties. In addition, growth in rental revenue will also partially depend on our ability to acquire additional properties that meet our investment criteria.
At the beginning of the period the Company, through wholly owned subsidiaries, was the landlord under leases totaling approximately 177,000 square feet with subsidiaries of WeWork at three of the Company’s properties. WeWork announced on November 6, 2023 that it filed for Chapter 11 bankruptcy protection and subsequently rejected the lease at one of our properties effective February 7, 2024 totaling 46,000 square feet. The Company recorded a termination fee of $0.9 million during the period ended March 31, 2024. As of March 31, 2024, WeWork was operating at the remaining two locations totaling 131,000 square feet and the leases had not been rejected as part of the WeWork bankruptcy proceedings. It is reasonably likely that the Company will take back at least some portions of these leased spaces in the future based on the Company’s latest assessment of these proceedings. The Company continues to monitor rental payments and potential lease rejection related to WeWork, and the Company will continue to assess what it believes will be the likelihood of each of the two WeWork leases being rejected in the bankruptcy proceedings as of each reporting period. For more information regarding the risks associated with a tenant in bankruptcy, see “Item 1A. Risk Factors” in our Annual Report on Form
10-K.
 
19

Leasing Activity
The following table presents our leasing activity for the three months ended March 31, 2024.
 
Three Months Ended March 31, 2024 Leasing Activity
  
New Leasing
    
Renewal Leasing
   
Total Leasing
 
                     
Square Feet (000’s)
     110        81    
 
191
 
Average Effective Rents
   $ 33.33      $ 32.50    
$
32.98
 
Tenant Improvements
   $ 68.80      $ 5.49    
$
41.82
 
Leasing Commissions
   $ 20.66      $ 8.15    
$
15.33
 
% Change in Renewal Cash Rent vs. Expiring
        2.7  
Retention Rate %
        41  
Our Properties
As of March 31, 2024, we owned 24 properties comprised of 58 office buildings with a total of approximately 5.7 million square feet of NRA in the metropolitan areas of Dallas, Denver, Orlando, Phoenix, Portland, Raleigh, San Diego, Seattle and Tampa. The following table presents an overview of our portfolio as of March 31, 2024.
 
Metropolitan
Area
 
Property
 
Economic

Interest
   
NRA

(000s Square

Feet)
   
In Place

Occupancy
   
Annualized

Average

Effective Rent

per Square

Foot
(1)
   
Annualized Base

Rent per Square

Foot
   
Annualized Gross

Rent per Square

Foot
(2)
   
Annualized

Base Rent
(3)

($000s)
 
Phoenix, AZ
(26.7% of NRA)
  Block 23     100.0     307       79.6   $ 27.76     $ 28.79     $ 32.41     $ 7,033  
  Pima Center     100.0     272       52.1   $ 28.70     $ 29.74     $ 29.74     $ 4,211  
  SanTan     100.0     267       50.4   $ 31.87     $ 33.18     $ 33.18     $ 4,459  
  5090 N. 40
th
St
    100.0     175       66.3   $ 32.06     $ 34.85     $ 34.85     $ 4,049  
  Camelback Square     100.0     173       85.7   $ 32.86     $ 35.12     $ 35.12     $ 5,196  
  The Quad     100.0     163       100.0   $ 32.93     $ 34.21     $ 34.55     $ 5,576  
  Papago Tech     100.0     163       67.8   $ 24.30     $ 25.92     $ 25.92     $ 2,862  
Tampa, FL

(18.5%)
  Park Tower     94.8     481       91.8   $ 27.53     $ 28.45     $ 28.45     $ 12,551  
  City Center     95.0     244       87.4   $ 31.06     $ 31.15     $ 31.15     $ 6,646  
  Intellicenter     100.0     204       99.1   $ 24.79     $ 26.45     $ 26.45     $ 5,333  
  Carillon Point     100.0     124       100.0   $ 30.42     $ 31.01     $ 31.01     $ 3,851  
Denver, CO

(14.1%)
  Denver Tech     100.0     381       85.6   $ 23.58     $ 24.15     $ 29.34     $ 7,882  
  Circle Point     100.0     272       84.0   $ 18.07     $ 20.33     $ 36.19     $ 4,646  
  Superior Pointe     100.0     152       71.7   $ 17.19     $ 19.02     $ 33.02     $ 2,077  
Orlando, FL

(12.7%)
  Florida Research Park     96.6     397       87.2   $ 25.25     $ 26.44     $ 28.60     $ 9,131  
  Central Fairwinds     97.0     168       89.7   $ 27.84     $ 28.66     $ 28.66     $ 4,324  
  Greenwood Blvd     100.0     155       100.0   $ 24.84     $ 25.25     $ 25.25     $ 3,915  
Raleigh, NC

(8.7%)
  Bloc 83     100.0     495       83.6   $ 41.13     $ 38.41     $ 38.81     $ 15,897  
Portland, OR

(5.8%)
  AmberGlen     76.0     203       90.1   $ 22.38     $ 24.00     $ 27.55     $ 4,401  
  Cascade Station     100.0     128       61.4   $ 26.72     $ 28.07     $ 31.64     $ 2,208  
Dallas, TX

(5.0%)
  The Terraces     100.0     173       100.0   $ 41.38     $ 39.58     $ 60.58     $ 6,833  
  2525 McKinnon     100.0     111       80.0   $ 28.98     $ 31.03     $ 51.03     $ 2,765  
San Diego, CA

(4.9%)
  Mission City     100.0     281       80.9   $ 38.87     $ 40.06     $ 40.06     $ 9,114  
Seattle, WA

(3.6%)
  Canyon Park     100.0     207       100.0   $ 22.31     $ 24.58     $ 30.58     $ 5,082  
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total / Weighted Average – March 31, 2024
(4)
 
 
 
5,696
 
 
 
83.0
 
$
28.82
 
 
$
29.64
 
 
$
33.08
 
 
$
140,042
 
     
 
 
           
 
 
 
 
(1)
Annualized Average Effective Rent accounts for the impact of straight-line rent adjustments, including the amortization of rent escalations and base rent concessions (e.g., free rent abatements) contained in the lease. The square foot result per property is calculated by multiplying (i) Average Effective Rent for the month ended March 31, 2024 by (ii) 12, divided by the occupied square footage in that period.
(2)
Annualized gross rent per square foot includes adjustment for estimated expense reimbursements of triple net leases.
(3)
Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month ended March 31, 2024 by (ii) 12.
(4)
Averages weighted based on the property’s NRA, adjusted for occupancy.
 
20

Operating Expenses
Our operating expenses generally consist of utilities, property and ad valorem taxes, insurance and site maintenance costs. Increases in these expenses over tenants’ base years (until the base year is reset at expiration) are generally passed along to tenants in our full-service gross leased properties and are generally paid in full by tenants in our net leased properties.
Conditions in Our Markets
Positive or negative changes in economic or other conditions in the markets we operate in, including state budgetary shortfalls, employment rates, natural hazards and other factors, may impact our overall performance. While we generally expect the trend of positive population and economic growth in our Sun Belt cities to continue, there is no way for us to predict whether these trends will continue, especially in light of inflation and rising interest rates as well as potential changes in tax policy, fiscal policy and monetary policy. In addition, it is uncertain and impossible to estimate the potential impact that the work-from-home trend will have on the short- and long-term demand for office space in our markets.
Critical Accounting Policies and Estimates
The interim condensed consolidated financial statements follow the same policies and procedures as outlined in the audited consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form
10-K
for the year ended December 31, 2023.
Results of Operations
Comparison of Three Months Ended March 31, 2024 to Three Months Ended March 31, 2023
Rental and Other Revenues.
Rental and other revenues include 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 decreased $1.5 million, or 3%, to $44.5 million for the three months ended March 31, 2024 compared to $46.0 million for the three months ended March 31, 2023. The disposition of 190 Office Center in May 2023 reduced revenue by $1.7 million. Revenue also decreased at Cascade Station by $0.4 million, due to lower occupancy at the property compared to the prior year. Offsetting these decreases, Block 23 revenue increased by $0.6 million primarily due to a termination fee recorded as a result of the WeWork lease termination. 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 $0.3 million, or 1%, to $36.5 million for the three months ended March 31, 2024, from $36.8 million for the three months ended March 31, 2023. The disposition of 190 Office Center in May 2023 decreased total operating expenses by $1.1 million. Offsetting the decrease, Bloc 83 increased total operating expenses by $0.4 million primarily due to higher electricity and property taxes. The remaining properties’ total operating expenses were $0.4 million 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 for the three months ended March 31, 2024, were relatively unchanged from the $17.7 million reported for the three months ended March 31, 2023. The disposition of 190 Office Center in May 2023 decreased property operating expenses by $0.8 million. Offsetting this decrease, property operating expenses at Bloc 83 increased by $0.4 million primarily due to higher electricity and property taxes. The remaining properties’ property operating expenses were $0.4 million higher in comparison to the prior period, primarily due to inflation.
 
21

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 were relatively unchanged at $3.7 million for the three months ended March 31, 2024, a decrease of $0.1 million, or 1%, from $3.8 million reported in the prior period.
Depreciation and Amortization.
Depreciation and amortization decreased $0.2 million, or 1%, to $15.1 million for the three months ended March 31, 2024, from $15.3 million reported for the same period in 2023. Of this decrease, the disposition of 190 Office Center in May 2023 decreased depreciation and amortization expense by $0.4 million. The remaining properties’ depreciation expenses were marginally higher in comparison to the prior period.
Other Expense (Income)
Interest Expense.
Interest expense increased $0.1 million, or 1%, to $8.4 million for the three months ended March 31, 2024, from $8.3 million for the three months ended March 31, 2023. Interest expense at FRP Collection and Carillon Point increased by $0.3 million and $0.1 million, respectively, as a result of amended and restated property mortgages entered into in 2023 at higher interest rates. Interest expense also increased by $0.2 million due to higher interest rates on our floating rate debt. Offsetting these increases, interest expense decreased by $0.5 million due to the disposition of 190 Office Center in May 2023.
Cash Flows
Comparison of Three Months Ended March 31, 2024 to Three Months Ended March 31, 2023
Cash, cash equivalents and restricted cash were $43.4 million and $52.2 million as of March 31, 2024 and March 31, 2023, respectively.
Cash flow from operating activities.
Net cash provided by operating activities increased by $2.5 million to $16.4 million for the three months ended March 31, 2024, compared to $13.9 million for the same period in 2023. The increase was primarily attributable to changes in working capital.
Cash flow to investing activities.
Net cash used in investing activities decreased by $4.9 million to $7.5 million for the three months ended March 31, 2024, compared to $12.4 million for the same period in 2023. The decrease in cash used in investing activities was primarily attributable to lower additions to real estate properties for the three months ended March 31, 2024.
Cash flow to financing activities.
Net cash used in financing activities increased by $15.4 million to $8.9 million for the three months ended March 31, 2024, compared to $6.5 million provided by financing activities
for
the same period in 2023. The increase in cash used in financing activities was primarily attributable to lower proceeds from borrowings partially offset by lower dividend distributions paid to stockholders for the three months ended March 31, 2024.
Liquidity and Capital Resources
Analysis of Liquidity and Capital Resources
We had approximately $29.5 million of cash and cash equivalents and $13.8 million of restricted cash as of March 31, 2024.
On March 15, 2018, the Company entered into a credit agreement for the Unsecured Credit Facility that provided for commitments of up to $250 million, which included an accordion feature that allowed the Company to borrow up to $500 million, subject to customary terms and conditions. On September 27, 2019, the Company entered into a five-year $50 million term loan, increasing its authorized borrowings under the Company’s Unsecured
 
22

Credit Facility from $250 million to $300 million. On November 16, 2021, the Company entered into an Amended and Restated Credit Agreement that increased the total authorized borrowings from $300 million to $350 million. On January 5, 2023, the Company entered into a second amendment to the Amended and Restated Credit Agreement for the Unsecured Credit Facility and entered into a three-year $25 million term loan, increasing its total authorized borrowings from $350 million to $375 million. The Unsecured Credit Facility matures in November 2025 and may be extended 12 months at the Company’s option upon meeting certain conditions. As of March 31, 2024, we had approximately $200.0 million outstanding under our Unsecured Credit Facility and a $2.5 million letter of credit to satisfy escrow requirements for a mortgage lender.
On February 26, 2020, the Company and the Operating Partnership entered into equity distribution agreements (collectively, the “Agreements”) with each of KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, B. Riley FBR, Inc., D.A. Davidson & Co. and Janney Montgomery Scott LLC (the “Sales Agents”) pursuant to which the Company may issue and sell from time to time up to 15,000,000 shares of common stock and up to 1,000,000 shares of Series A Preferred Stock through the Sales Agents, acting as agents or principals (the “ATM Program”). On May 7, 2021, the Company delivered to D.A. Davidson & Co. a notice of termination of the Agreement, effective May 7, 2021. The Company did not issue any shares of common stock or Series A Preferred Stock under the ATM Program during the three months ended March 31, 2024.
After considering the effect of the work-from-home trend on our consolidated operations, it is possible that we could fail certain financial covenants within certain property-level mortgage borrowings. For mortgages with financial covenants, the lenders’ remedy of a covenant failure would be a requirement to escrow funds for the purpose of meeting our future debt payment obligations.
As of March 31, 2024, the lenders for four of our mortgage borrowings have elected their right to direct property cash flows into lender-controlled restricted cash accounts to fund property operations until certain thresholds are met.
For
these four properties, the total restricted cash as of March 31, 2024 was $9.6 million.
On May 1, 2024, the
non-recourse
property loan at our Cascade Station property in Portland matured, and an event of default was triggered under the terms of the Cascade Station loan, following
non-payment
of the principal amount outstanding at loan maturity. The loan, in the original principal amount of $22.5 million, is secured by the Cascade Station property. As such, the process to transfer the property to the lender has been initiated. In the first quarter of 2023, a “cash-sweep period” began for the Cascade Station loan due to the
non-renewal
of a major tenant’s leased space in the building. As of March 31, 2024, and December 31, 2023, total restricted cash for the property was $2.3 million and $2.0 million, respectively. As previously disclosed, in December 2022, we recorded a $6.5 million impairment to write down the asset’s carrying amount to fair value. As a result, the Company does not expect to recognize a material gain or loss as a result of the events described.
Our short-term liquidity requirements primarily consist of operating expenses and other expenditures associated with our properties, distributions to our limited partners and distributions to our stockholders required to qualify for REIT status, capital expenditures and, potentially, acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations and reserves established from existing cash. We have further sources such as proceeds from our public offerings, including under our ATM Program, and borrowings under our mortgage loans and our Unsecured Credit Facility.
Our long-term liquidity needs consist primarily of funds necessary for the repayment of debt at maturity, property acquisitions and
non-recurring
capital improvements. We expect to meet our long-term liquidity requirements with net cash from operations, long-term secured and unsecured indebtedness and the issuance of equity and debt securities. We also may fund property acquisitions and
non-recurring
capital improvements using our Unsecured Credit Facility pending longer term financing.
We believe we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity securities. However, we cannot assure you that this is or will continue to be the case. Our ability to incur additional debt is dependent on a number of factors, including our degree of leverage, interest rates, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to access the equity capital markets is dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us.
 
23

In addition to the incurrence of debt and the offering of equity securities, dispositions of property may serve as additional capital resources and sources of liquidity. We may recycle capital from stabilized assets or from sales of properties. Capital from these types of transactions is intended to be redeployed into property acquisitions, capital improvements, or to pay down existing debt.
Contractual Obligations and Other Long-Term Liabilities
The following table provides information with respect to our commitments as of March 31, 2024, 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
    
2024
    
2025-2026
    
2027-2028
    
More than
5 years
 
                                    
Principal payments on mortgage loans
   $ 671,191      $ 106,146      $ 284,260      $ 280,785      $ —   
Interest payments
(1)
     75,759        23,165        40,082        12,512        —