UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
2021
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period fromtoCommission file no:001-36409CITY OFFICE REIT, INC.Maryland 98-1141883(State or other jurisdictionof incorporation or organization) (IRS EmployerIdentification 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 |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 or a smaller reportingfiler,”filer”, “accelerated filer” and, “smaller reporting company” and “emerging growth company” in (Check one):
non-accelerated
filer,company
, or an emerging growth company. See the definitions of “large accelerated Rule 12b-2
of the Exchange Act.| Large accelerated | ☐ | Accelerated | ☒ | |||
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2
of the Act). Yes ☐ No ☒As of June 30, 2019,2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by$465.7$528.3 million, based on the closing sales price of $11.99$12.43 per share as reported on the New York Stock Exchange.
non-affiliates
of the registrant was approximately As of February 24, 2020,18, 2022, the registrant had 54,591,04743,554,375 shares of common stock outstanding.
Documents incorporated by reference: Portions of the registrant’s Definitive Proxy Statement for the 20202022 Annual Meeting of Shareholders (to be filed with the United States Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year end) are incorporated by reference in this Annual Report on Form
10-K
in response to Part II, Item 5 and Part III, Items 10, 11, 12, 13 and 14.CITY OFFICE REIT, INC.
ANNUAL REPORT ON FORM
10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
2021
Table of contentsContents
Page | ||||||||||
| 1 | ||||||||||
| 3 | ||||||||||
| ||||||||||
ITEM 1. | 3 | |||||||||
| ||||||||||
ITEM 1A. | ||||||||||
| ||||||||||
ITEM 1B. | ||||||||||
| ||||||||||
ITEM 2. | ||||||||||
| ||||||||||
ITEM 3. | ||||||||||
| ||||||||||
ITEM 4. | ||||||||||
| ||||||||||
ITEM��5. | ||||||||||
| ||||||||||
ITEM 6. | ||||||||||
| ||||||||||
ITEM 7. | ||||||||||
| ||||||||||
ITEM 7A. | ||||||||||
| ||||||||||
ITEM 8. | ||||||||||
| ||||||||||
ITEM 9. | ||||||||||
| ||||||||||
ITEM 9A. | ||||||||||
| ||||||||||
ITEM 9B. | ||||||||||
ITEM 9C. | ||||||||||
| 58 | |||||||||
ITEM 10. | ||||||||||
| ||||||||||
ITEM 11. | ||||||||||
| ||||||||||
ITEM 12. | ||||||||||
| ||||||||||
ITEM 13. | ||||||||||
| ||||||||||
ITEM 14. | ||||||||||
| ||||||||||
ITEM 15. | ||||||||||
ITEM 16. | 92 | |||||||||
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form
10-K
contains “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements are included throughout this Annual Report on Form10-K,
including in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Certain Relationships and Related Person Transactions,” and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, financial condition, liquidity, capital resources, cash flows, results of operations and other financial and operating information. 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 Annual Report on Form10-K.
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;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;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 ortenants;tenants, including as a result of the ongoing
non-renewal
of leases by COVID-19
pandemic;increased interest rates and any resulting increase in financing or operating costs;
decreased rental rates or increased vacancy rates;rates, including as a result of the ongoing
COVID-19
pandemic;our failure to obtain necessary financing or access the capital markets on favorable terms or at all;
changes in the availability of acquisition opportunities;
availability of qualified personnel;
our inability to successfully complete real estate acquisitions or dispositions on the terms and timing we expect, or at all;
our failure to successfully operate acquired properties and operations;
changes in our business, financing or investment strategy or the markets in which we operate;
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 statusqualification as a real estate investment trust (“REIT”); for U.S. federal income tax purposes;
government approvals, actions and initiatives, including the need for compliance with environmental requirements;requirements, vaccine mandates or actions in response to the
COVID-19
pandemic;1
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
additional factors discussed under the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”
1
The forward-looking statements contained in this Annual Report on Form
10-K
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 “Risk Factors,” many of which are beyond our control. We believe that these factors include those described in “Risk Factors.” 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 Annual Report on Form10-K
speaks only as of the date of this Annual Report on Form10-K.
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.2
PART I
ITEM 1. | BUSINESS |
Overview
We are an internally-managed corporation organized in the state of Maryland on November 26, 2013 focused on acquiring, owning, operating and operatingacquiring high-quality office properties located in target markets possess a number of attractive demographic and employment characteristics that we believe will lead to capital appreciation and growth in rental income at our properties. Our senior management team has extensive industry relationships and a proven track record in executing this strategy, which we believe provides a competitive advantage to our stockholders. We have elected to be taxed, and intend to continue to qualify, to be taxed as a REIT for U.S. federal income tax purposes.
“18-hour
cities” in the Southern and Western United States. OurWe believe that the vibrant characteristics of our target markets offerand the opportunityquality of our portfolio positions us for attractive, long-term risk-adjusted returns due to the following characteristics: favorable economicreturns. The cities in which we operate provide a high-quality standard of living, strong population and employment growth trends growing populations with above average employment growth forecasts,and a large numberdepth and diversity of government offices, large international, national and regional employers across diversified industries,low-cost centers for business operations, proximity to large universities and increasing office occupancy rates.local economies. Within our target markets, we focus primarily on Class Aacquiring properties that are well located, highly amenitized and B properties with a purchase price between $25 millionpositioned for long-term leasing success and $100 million.value creation. We believe that we have a competitive advantage in acquiring these properties inacross our target markets becausedue to the strength of our existing portfolio holdings, our local relationships prior transaction experience and reduced competitionour proven track record of execution.
During 2021, we executed strategic transactions to create value and transform our Company. We executed the sale of our life science portfolio in San Diego for $576.0 million, generating a gain on sale of $429.3 million. The proceeds from large institutional investorsthe sale were redeployed into three newly built, premier properties in Raleigh, Dallas and Phoenix, all of which are superior quality assets with an expected long-term, stable tenancy. The repositioning of our typical transaction size.
Company in 2021 has enhanced the scale and quality of our holdings and expanded our market footprint to add Raleigh to our portfolio.
Our senior management team has extensive experience in real estate markets and is made up of James Farrar, our Chief Executive Officer, Gregory Tylee, our President and Chief Operating Officer, and Anthony Maretic, our Chief Financial Officer, each with over 20 years of experience. We internally asset manage our properties but use local firms for property management and leasing in our markets to benefit from their local market knowledge, efficient operations and existing infrastructure.
At
As of December 31, 2019,2021, we owned 6561 office buildings with a total of approximately 5.86.2 million square feet of net rentable area (“NRA”) in the metropolitan areas of Dallas, Denver, Orlando, Phoenix, Portland, Raleigh, San Diego, Seattle and Tampa. We believe that our properties are high qualityhigh-quality assets that provide excellent access to transportation options, are located near affluent neighborhoods, contain extensive amenities and are well-maintained. We also believe that our properties have a stable and diverse tenant base,profile, including federal and state governmental agencies and national and regional businesses. As of December 31, 2019,2021, our portfolio was approximately 91.9%84.9% occupied. Our properties also have a stable, long-term tenancy profile and our occupied leases have staggered expirations and a weighted average remaining lease term to maturity of 4.44.9 years atas of December 31, 2019. The majority of our leases are full service gross leases pursuant to which our tenants reimburse us for operating expenses, property taxes and insurance in excess of a base amount. This structure helps insulate us from increases in certain operating expenses and provides a more predictable cash flow.2021. Our leases typically include rent escalation provisions designed to provide annual growth in our rental income.
income as well as an ability to pass through cost escalations to our tenants.
For further information on our target markets and the composition of our tenant base, see “Item 2—Properties.”
As
3
Business Objectives and Growth Strategies
Our principal business objective is to provide attractive risk-adjusted returns to our investors over the long-term through a combination of dividends and capital appreciation. We believe the following strategies will help
3
us achieve our business objective and continue to distinguish us from other owners and operators of office properties in our markets:
Drive Value Creation and Earnings per Share Growth:
Drive Cash Flow Increases through Rent Growth:
in-place
rental rates are below market rental rates, we will aim to capture increases in cash flow by increasing rents to market.Lease Currently Vacant Space and Complete Strategic Lease Renewals:
Acquire Properties in Our Target Markets:
18-hour
cities. We believe that expanding the depth of our portfolio in our markets and adding new strategic markets with similar characteristics creates economies of scale and builds a more desirable portfolio. We use our management team’s market-specific knowledge to identify acquisitions that we believe offer cash flow stability and long-term value creation opportunities.Leverage Strong Relationships of Our Management Team:
Acquire Properties in Our Target Markets:We seek to expand our portfolio through acquisitions of office properties primarily located in our target18-hour cities. We believe that current economic conditions and relatively low levels of competition from institutional buyers in our typical transaction size have created attractive investment opportunities for the acquisition of office propertiesin our target markets. We also use our management team’s market-specific knowledge as well as the expertise of our local real estate operators and our investment partners to identify acquisitions that we believe offer cash flow stability and value enhancement.
Lease Currently Vacant Space:As of December 31, 2019, our portfolio was approximately 91.9% occupied, and we believe that there is potential to generate additional rental income by leasing space in these properties that is currently unoccupied. We have been successful in enhancing the appeal of vacant spaces by completing improvements to vacancies, creating or improving building amenities and renovating common areas.
Implement ImprovementsProperty Enhancements and Cost-Saving Initiatives:
2021 Highlights
Completed 1.0 million square feet of new and renewed leases.
2019 Highlights
Closed the disposition of Cherry Creek in Denver, Colorado for $95.0 million generating a $47.4 million gain;
Strategically acquired two properties in San Diego, California for $43.3 million, which enhanced our Sorrento Mesa life science portfolio;
4
Closed the disposition of our Sorrento Mesa life science portfolio in San Diego, California for $576.0 million, generating a $429.3 million gain;
Acquired $144$613.5 million of high-quality office properties, including expanding our geographic footprint into SeattleRaleigh and deepening our presence in PortlandPhoenix and Denver;Dallas;
Disposed of three assets for an aggregate sale price of $47 million, selectively enhancing
Increased our portfolio;
Completed 692,000 square feet of new and renewal leasing, increasing portfolio occupancyfourth quarter dividend 33.3% from 90.4%$0.15 to 91.9%;
Issued an aggregate 14,900,000 shares$0.20 per share of common stock pursuant tostock;
Collected over 99% of 2021 contractual base rent; and
Increased authorized borrowings of the Company’sat-the-market offering program and afollow-on public offering, generating aggregate gross proceeds of approximately $202.1 million;
Upsized our unsecured credit facility (the “Unsecured Credit Facility”) from $250$300 million to $300 million;
Modified loan agreements at four of our properties, generating significant interest savings;
Achieved inclusion to the MSCI US REIT Index (RMZ); and
Competition
Declared and paid an aggregate of $0.94 of dividends per share of common stock.
4
Competition
We compete with other REITs (both public and private), public and private real estate companies, private real estate investors and lenders, both domestic and foreign, in acquiring properties. We also face competition in leasing or subleasing available properties to prospective tenants.
We believe that our management’s experience and relationships in, and local knowledge of, the markets in which we operate put us at a competitive advantage when seeking acquisitions. However, some of our competitors have greater resources than we do, or may have a more flexible capital structure when seeking to finance acquisitions. We also face competition in leasing or subleasing available properties to prospective tenants. Some real estate operators may be willing to enter into leases at lower contractual rental rates. However, we believe that the quality of our intensiveproperties, the high caliber of our local management servicesteams and our active property reinvestment strategy are attractive to tenants and serve as a competitive advantage.
Segment and Geographic Financial Information
During 2019,2021, we had one reportable segment, our office properties segment. For information about our office property revenues and long-lived assets and other financial information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”
Operations” in this Annual Report on Form
10-K.
Environmental Matters
A wide variety of environmental and occupational health and safety laws and regulations affect our properties. These complex laws, and their enforcement, involve a myriad of regulations, many of which involve strict liability on the part of the potential offender. Some of these laws may directly impact us. Under various local environmental laws, ordinances and regulations, an owner of real property, such as us, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property). The cost of any required remediation, removal, fines or personal or property damages and the owner’s liability therefore could exceed or impair the value of the property, and/or the assets of the owner. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral which, in turn, could reduce our revenues.
We believe that our properties are in compliance in all material respects with all federal, state and local environmental laws and regulations regarding hazardous or toxic substances and other environmental matters. We have not been notified by any governmental authority of any material
non-compliance,
liability or claim relating to hazardous or toxic substances or other environmental matter in connection with any of our properties.5
Human Capital Resources
As of December 31, 2021, the Company employed 19 full-time employees. The Company believes that corporate social responsibility goeswith business growth and maximizing returns for our investors. Social responsibility furthers our mission to be an upstanding corporate citizen within the real estate community. We take pride in our work culture and strive to create an environment where our employees feel valued and are compensated fairly. Our reputation for acting with integrity, discipline and transparency is essential to the successful execution of our business goals. Key areas of focus for the Company include:
hand-in-hand
Diversity and Equality:
Employee Development:
Safe, active and healthy environment:
Fair and Equitable Compensation:
Availability of Reports Filed with the Securities and Exchange Commission
A copy of this Annual Report on Formquarterly reportsQuarterly Reports on Form(www.cityofficereit.com)(www.cioreit.com). All of these reports are made available on our website as soon as reasonably practicable after they are electronically filed with or furnished to the United States Securities and Exchange Commission (the “SEC”). Our Governance Guidelines and Code of Business Conduct and Ethics and the charters of the Audit, Compensation, Investment, and Nominating and Corporate Governance Committees of our Board of Directors are also available on our website at www.cityofficereit.com,www.cioreit.com, and are available in print to any stockholder upon written request to City Office REIT, Inc., c/o Investor Relations, Suite 3210-6663210—666 Burrard Street, Vancouver, British Columbia, V6C 2X8. The Company may, from time to time, amend these charters and policies, and such amended charters and policies will be posted on the Company’s website. Our telephone number is +1 (604)
10-K,
as well as our 10-Q,
current reports on Form8-K
and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available, free of charge, on our Internet website 806-3366.
The information on or accessible through our website is not, and shall not be deemed to be, a part of this report or incorporated into any other filing we make with the SEC.5
6
ITEM 1A. | RISK FACTORS |
SUMMARY
Risks Relating to Our Business and Our Properties
There are inherent risks associated with real estate investments and with the real estate industry, each of which could have an adverse impact on our financial performance and the value of our properties.
Significant competition may decrease or prevent increases in our properties’ occupancy and rental rates and may reduce our investment opportunities.
We may be unable to renew expiring leases or
re-lease
vacant space on a timely basis or on attractive terms.We are dependent on our key personnel and the loss of such key personnel could materially adversely affect our business.
A decrease in demand for office space in our markets may have a material adverse effect on our financial condition and results of operations.
Failure by any major tenant to make rental payments to us, because of a deterioration of its financial condition, a termination of its lease, a
non-renewal
of its lease or otherwise, could have a material adverse effect our results of operations.The current pandemic of the
COVID-19,
and the future outbreak of other highly infectious or contagious diseases, could have an adverse effect on our financial condition, results of operations, cash flow, ability to pay dividends and the per share market price of our common stock or preferred stock.We may be unable to secure funds for future tenant or other capital improvements or payment of leasing commissions.
We may be required to make rent or other concessions and significant capital expenditures to improve our properties in order to retain and attract tenants.
We depend on external sources of capital that are outside of our control, which may affect our ability to seize strategic opportunities, satisfy our debt obligations and make distributions to our stockholders.
We have a substantial amount of indebtedness outstanding which may affect our ability to pay distributions to our stockholders, may expose us to interest rate fluctuation risk and may expose us to the risk of default under our debt obligations.
Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.
We may engage in hedging transactions, which can limit our gains and increase exposure to losses.
Economic conditions may adversely affect the real estate market and our financial condition, results of operations and cash flow.
Our joint venture investments could be adversely affected by the capital markets, our lack of sole decision-making authority, our reliance on joint venture partners’ financial condition and any disputes that may arise between us and our joint venture partners.
We could incur significant costs related to government regulation and private litigation over environmental matters involving the presence, discharge or threat of discharge of hazardous or toxic substances.
Existing conditions at some of our properties may expose us to liability related to environmental matters.
Our properties may contain asbestos or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.
7
Potential losses, including from adverse weather conditions, natural disasters and title claims, may not be covered by insurance.
We may be limited in our ability to diversify our investments making us more vulnerable economically than if our investments were diversified.
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.
If we sell properties by providing financing to purchasers, we will bear the risk of default by the purchaser.
We may be unable to collect balances due on our leases from any tenants in bankruptcy.
We may face additional risks and costs associated with owning properties occupied by government tenants.
Some of the leases at our properties contain “early termination” provisions which, if triggered, may allow tenants to terminate their leases without further payment to us.
The federal government’s “green lease” policies may adversely affect us.
We may be unable to complete acquisitions and, even if acquisitions are completed, we may fail to successfully operate acquired properties.
Acquired properties may be located in new markets where we may face risks associated with investing in an unfamiliar market.
Adverse market and economic conditions could cause us to recognize impairment charges or otherwise impact our performance.
Our property taxes could increase due to property tax rate changes or reassessment, which may adversely impact our cash flows.
Our commitments to Second City Real Estate II Corporation (“Second City”), Clarity Real Estate III GP, Limited Partnership (“Clarity RE”), Clarity Real Estate Ventures GP, Limited Partnership (together with Clarity RE, “Clarity”), and their respective affiliates may give rise to various conflicts of interest.
Risks Related to Our Status as a REIT
Our failure to maintain our qualification as a REIT would result in significant adverse tax consequences to us and would adversely affect our business and the value of our stock.
To maintain our qualification as a REIT, we may be forced to borrow funds during unfavorable market conditions to make distributions to our stockholders.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.
We may face risks in connection with like-kind exchanges pursuant to section 1031 of the Code (“Section 1031 Exchanges”).
To maintain our qualification as a REIT, we may be forced to forego otherwise attractive opportunities.
We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the market price of our shares of capital stock.
Risks Related to Our Organizational Structure
Conflicts of interest exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.
8
The consideration that we pay for the properties and assets we own may exceed their aggregate fair market value.
We are a holding company with no direct operations and, as such, we rely on funds received from our Operating Partnership to pay liabilities, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries.
We may have assumed unknown liabilities in connection with our acquisition of properties and any properties we may acquire in the future may expose us to unknown liabilities.
Our charter, our amended and restated bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction and may prevent our stockholders from receiving a premium for their shares.
The ability of our board of directors to revoke our REIT status without stockholder approval may cause adverse consequences to our stockholders.
Our board of directors may amend our investing and financing guidelines without stockholder approval, and, accordingly, you would have limited control over changes in our policies that could increase the risk that we default under our debt obligations.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
General Risk Factors
We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties.
Climate change may adversely affect our business.
Litigation may result in unfavorable outcomes.
Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting.
Our business and operations would suffer in the event of system failures.
We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.
The following risk factors may adversely affect our overall business,
financial condition, results of operations, and cash flows; our ability to make distributions to our stockholders; our access to capital; or the market price of our common stock or preferred stock, as further described in each risk factor below. In addition to the information set forth herein, one should carefully review and consider the information contained in our other reports and filings that we make with the SEC from time to time. The risks that we describe in our public filings are not the only risks that we face. Additional risks and uncertainties not presently known to us or are out of our control, or that we currently consider immaterial, also may materially adversely affect our business, financial condition, and results of operations. Additional information regarding forward-looking statements is included herein.
9
Risks Relating to Our Business and Our Properties
There are inherent risks associated with real estate investments and with the real estate industry, each of which could have an adverse impact on our financial performance and the value of our properties.
Real estate investments are subject to various risks and fluctuations and cycles in value and demand, many of which are beyond our control. Our financial performance and the value of our properties can be affected by many of these factors, including the following:
adverse changes in financial conditions of buyers, sellers and tenants of our properties, including bankruptcies, financial difficulties or lease defaults by our tenants;
the national, regional and local economy, which may be negatively impacted by concerns about inflation, government deficits or government budgets, unemployment rates, decreased consumer confidence, industry slowdowns, reduced corporate profits, liquidity concerns in our markets and other adverse business concerns;
local real estate conditions, such as an oversupply of, or a reduction in, demand for office space and the availability and creditworthiness of current and prospective tenants;
vacancies or ability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below-market renewal options;
changes in operating costs and expenses, including, without limitation, increasing labor and material costs, insurance costs, energy prices, environmental restrictions, real estate taxes and costs of compliance with laws, regulations and government policies, which we may be restricted from passing on to our tenants;
fluctuations in interest rates, which could adversely affect our ability, or the ability of buyers and tenants of our properties, to obtain financing on favorable terms or at all, or impact the market price of our properties we own or target for investment;
competition from other real estate investors with significant capital, including other real estate operating companies, other publicly traded REITs and institutional investment funds;
inability to refinance our indebtedness or secure financing on terms favorable to us, which could result in a default on our obligation and trigger cross default provisions that could result in a default on other indebtedness;
the convenience and quality of competing office properties;
inability to collect rent from tenants;
our ability to secure adequate insurance;
our ability to secure adequate management services and to maintain our properties;
changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning, immigration and tax laws, government fiscal, monetary and trade policies and the Americans with Disabilities Act of 1990 (the “ADA”); and
civil unrest, acts of war, cyber attacks,cyber-attacks, terrorist attacks and natural disasters, including earthquakes, wind damage and floods, which may result in uninsured and underinsured losses.
In addition, because the yields available from equity investments in real estate depend in large part on the amount of rental income earned, as well as property operating expenses and other costs incurred, a period of economic slowdown or recession, or declining demand for real estate, or the public perception that any of these
6
events may occur, could result in a general decline in rents or an increased incidence of defaults among our
10
existing leases, and, consequently, our properties, including any held by joint ventures, may fail to generate revenues sufficient to meet operating, debt service and other expenses. As a result, we may have to borrow amounts to cover fixed costs, and our financial condition, results of operations, cash flow, per share market price of our common stock or preferred stock, and ability to satisfy our principal and interest obligations and to make distributions to our stockholders may be adversely affected.
Significant competition may decrease or prevent increases in our properties’ occupancy and rental rates and may reduce our investment opportunities.
We compete with numerous owners, operators, and developers of office properties, many of which own properties similar to ours in the same submarkets in which our properties are located. Furthermore, undeveloped land in many of the markets in which we operate is generally more readily available and less expensive than in gateway markets, which are commonly defined as New York, Los Angeles, Washington, D.C., Boston, Chicago, and San Francisco. If our competitors offer space from existing or new buildings at rental rates below current market rates, or below the rental rates that we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates below those that we currently charge or to offer more substantial rent abatements, tenant improvements, early termination rights or below-market renewal options in order to retain or attract tenants when our tenants’ leases expire. Our competitors may have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage. In the future, competition from these entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell. As a result, our financial condition, results of operations, cash flows, and market price of our common stock or preferred stock could be adversely affected.
We may be unable to renew expiring leases or
re-lease
vacant space on a timely basis or on attractive terms, which could have a material adverse effect on our results of operations and cash flow.At December 31, 2021, approximately 14.6%, 15.9% and 9.1% of our annualized base rent is scheduled to expire in 2022, 2023, and 2024, respectively, excludingleases. Current tenants may not renew their leases upon the expiration of their terms and may attempt to terminate their leases prior to the expiration of their current terms. This risk has been increased by tenants working from home during the pandemic which has resulted in certain tenants
month-to-month
re-evaluating
the size and/orlay-out
of their existing leased premises. Ifnon-renewals
or terminations occur, we may not be able to locate qualified replacement tenants and, as a result, we could lose a significant source of revenue while remaining responsible for the payment of our financial obligations. Moreover, the terms of a renewal or new lease, including the amount of rent, may be less favorable to us than the current lease terms, or we may be forced to provide tenant improvements at our expense or provide other concessions or additional services to maintain or attract tenants. Any of these factors could cause a decline in lease revenue or an increase in operating expenses, which would have a material adverse effect on our financial condition, results of operations, cash flows, or the market price of our common stock or preferred stock.We are dependent on our key personnel and the loss of such key personnel could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
We are dependent on the efforts of our key officers and employees, including James Farrar, our Chief Executive Officer, Gregory Tylee, our President and Chief Operating Officer, and Anthony Maretic, our Chief Financial Officer, Secretary and Treasurer. The loss of Mr. Farrar’s, Mr. Tylee’s and/or Mr. Maretic’s services could have a material adverse effect on our business, financial condition and results of operations and our ability to pay distributions to our stockholders. Although we have employment agreements with them, we cannot assure you they will remain employed with us.
11
A decrease in demand for office space in our markets may have a material adverse effect on our financial condition and results of operations.
Our portfolio of properties consists entirely of office properties and because we seek to acquire similar properties, a decrease in the demand for office space may have a greater adverse effect on our business and financial condition than if we owned a more diversified real estate portfolio. If parts of our properties are leased within a particular sector, a significant downturn in that sector in which the tenants’ businesses operate would adversely affect our results of operations. In addition, where a government agency is a tenant, which is the case for a number of our properties, austerity measures, the inability of the federal, state, or local government to approve a budget, and governmental deficit reduction programs may lead government agencies to stop paying rent, consolidate and reduce their office space, terminate their lease or decrease their workforce, which may reduce demand for office space in the government sector.
In addition, the ongoingCOVID-19pandemic has resulted in lower than normal utilization levels for our properties and it is uncertain how utilization levels will be impacted as the pandemic continues and after the pandemic ends. In the event that our tenants implement full or partial “work from home” or other remote work policies after the pandemic ends, the overall demand for office space in the markets in which we own properties or seek to acquire properties may be materially adversely affected, which may impact our leasing activity and ability to enter into leases favorable to the Company and result in a material adverse effect on our results of operations, cash flow and market price of our common stock or preferred stock.
Failure by any major tenant to make rental payments to us, because of a deterioration of its financial condition, a termination of its lease, aseriously harmhave a material adverse effect on our results of operations.
non-renewal
of its lease or otherwise, could As of December 31, 2019,2021, approximately 27.8%26.9% of the base rental revenue of our properties was derived from our ten largest tenants. At any time, our tenants may experience a downturn in their businesses that may
7
significantly weaken their financial condition, whether as a result of general economic conditions, changes in the severity or duration of the
COVID-19
pandemic or otherwise. As a result, our tenants may fail to make rental payments when due, delay lease commencements, decline to extend or renew leases upon expiration or declare operations, cash flows, or the market price of our common stock or preferred stock.
The current
COVID-19
pandemic, and the future outbreak of other highly infectious or contagious diseases, could have an adverse effect on our financial condition, results of operations, cash flow, ability to pay dividends and the per share market price of our common stock or preferred stock.Since being reported in December 2019,
COVID-19
has spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declaredCOVID-19
a pandemic, and on March 13, 2020, the United States declared a national emergency with respect toCOVID-19.
Since that time, the global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel.The
COVID-19
pandemic has had, and a future outbreak of other highly infectious or contagious diseases could have, repercussions across regional and global financial markets and economies. The outbreak ofCOVID-19
in many countries, including the United States, has contributed to significant volatility in economic activity and financial markets.Certain states and cities, including where we own properties and where our principal place of business is located, have also reacted by instituting quarantines, restrictions on travel,rules, and restrictions on the types of businesses that may continue to operate. As certain states and cities begin to lift these rules and
“stay-at-home”
12
restrictions, the Company cannot predict whether the rules and restrictions will be
re-implemented
as certain variants of theCOVID-19
virus emerge or when restrictions currently in place or modified restrictions in the future will expire. As a result, theCOVID-19
pandemic has negatively impacted and continues to negatively impact many industries and governmental operations directly or indirectly, including the industries in which the Company and its tenants operate. A number of our tenants have decreased use of their office spaces and, primarily earlier in the pandemic, requested rent deferral or rent abatements. To date, we have provided temporary relief to certain tenants in the form of rent deferral and rent abatements, the financial impacts of which have been immaterial to the Company. However, it is impossible to predict the extent to which future requests from tenants for rent deferrals, rent abatements or relief from other contractual obligations, or a failure to pay rent, as a result of, among others, changes in business behavior stemming from the ongoingCOVID-19
pandemic, the availability of government assistance programs, the efficacy and availability of vaccines or other remedies forCOVID-19,
the long-term economic impacts from theCOVID-19
pandemic or otherwise, may impact our financial condition, results of operations and cash flow.Though our employees in our principal offices generally work from those offices, it is not possible to predict whether employees may in the future work remotely or may be required to work remotely due to
COVID-19.
The effects of an extended period of remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our properties and business.The
COVID-19
pandemic, or a future outbreak of other highly infectious or contagious diseases, could also have material adverse effects on our financial condition, results of operations, cash flow, ability to pay dividends and the per share market price of our common stock or preferred stock, due to, among other factors:a complete or partial closure of, decline or cessation in the usage of, or other operational issues at, one or more of our properties resulting from government or tenant action;
a reduction in economic activity that severely impacts our tenants’ businesses, financial condition, liquidity and creditworthiness, which may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, seek modifications of such obligations or exercise early termination rights;
a decrease in the usage of our properties or the demand for office space as a result of our tenants’ implementation of full or partial “work from home” or other remote work policies during or after the pandemic ends, or the Company’s ability to maintain or increase rents, which may have an adverse effect on our financial condition, results of operations and cash flow than if we owned a more diversified real estate portfolio;
difficulty accessing sources of capital on attractive terms, or at all, impacts to our credit ratings, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to debt or equity capital necessary to fund future capital needs (including redevelopment, acquisition, expansion and renovation activities, payments of principal and interest on and the refinancing of our existing debt, tenant improvements and leasing costs, and our operations) or refinancings on a timely basis and our tenants’ ability to fund their business operations and meet their obligations to us;
the financial impact of the
COVID-19
pandemic could negatively impact our future compliance with financial covenants of our Unsecured Credit Facility, including the Term Loan, and other debt agreements, including mortgage debt, and result in a default and potentially an acceleration of indebtedness, whichnon-compliance
could negatively impact our ability to make additional borrowings and pay dividends on our common stock or preferred stock, or foreclosure on one or more our properties secured by mortgage debt;any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions;
13
a general decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties due to a lack of suitable acquisition opportunities;
a general decline in the attractiveness of our properties due to changes in the demand for office space, which may adversely impact our ability to consummate pending or future dispositions on terms that allow us to recover expected carrying values of a real estate investment; and
the potential negative impact on the health of a significant number of our employees could result in a deterioration in our ability to ensure business continuity or maintain adequate disclosure reporting or internal controls through the duration of this disruption.
The extent to which the
COVID-19
pandemic impacts our financial condition, results of operations and cash flow, and those of our tenants, will depend on future developments, which continue to be highly uncertain and are not reasonably estimable, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. In addition,non-payment
of rent or early lease terminations by our tenants could reduce our cash flows, which could impact our ability to pay dividends to the holders of our common stock or preferred stock.We may be unable to secure funds for future tenant or other capital improvements or payment of leasing commissions, which could limit our ability to attract or replace tenants and adversely impact our ability to make cash distributions to our stockholders.
When tenants do not renew their leases or otherwise vacate their space, it is common that, in order to attract replacement tenants, we will be required to expend funds for tenant improvements, payment of leasing commissions and other concessions related to the vacated space. Such tenant improvements may require us to incur substantial capital expenditures. We may not be able to fund capital expenditures solely from cash provided from our operating activities because we must distribute at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, each year to qualify as a REIT. As a result, our ability to fund tenant and other capital improvements or payment of leasing commissions through retained earnings may be limited. If we have insufficient capital reserves, we will have to obtain financing from other sources. We may also have future financing needs for other capital improvements to refurbish or renovate our properties. If we are unable to secure financing on terms that we believe are acceptable or at all, we may be unable to make tenant and other capital improvements or payment of leasing commissions or we may be required to defer such improvements. If this happens, it may cause one or more of our properties to suffer from a greater risk of obsolescence or a decline in value, as a result of fewer potential tenants being attracted to the property or existing tenants not renewing their leases. If we do not have access to sufficient funding in the future, we may not be able to make necessary capital improvements to our properties, pay leasing commissions or other expenses or pay distributions to our stockholders.
We may be required to make rent or other concessions and significant capital expenditures to improve our properties in order to retain and attract tenants, which could adversely affect our financial condition, results of operations and cash flow.
In order to retain existing tenants and attract new clients,tenants, we may be required to offer more substantial rent abatements, tenant improvements and early termination rights, provide options to purchase our properties within the lease term or accommodate requests for renovations,remodeling and other improvements or provide additional services to our tenants. As a result, we may have to make significant capital or other expenditures in order to retain tenants whose leases expire and to attract new tenants in sufficient numbers, which could adversely affect our results of operations and cash flow. Additionally, if we need to raise capital to make such expenditures and are unable to do so, or such capital is otherwise unavailable, we may be unable to make the required expenditures. This could result inand cash flow.
build-to-suit
non-renewals
by tenants upon expiration of their leases, which could adversely affect our financial condition, results of operations, flows, or the market price of our common stock or preferred stock.
14
We depend on external sources of capital that are outside of our control, which may affect our ability to seize strategic opportunities, satisfy our debt obligations and make distributions to our stockholders.
In order to maintain our qualification as a REIT, we are generally required under the U.S. Internal Revenue Code of 1986, as amended (the “Code”) to annually distribute at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain. In addition, as a REIT, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs (including redevelopment, acquisition, expansion and renovation activities, payments of principal and interest on and the refinancing of our existing debt, tenant improvements
8
and leasing costs), from operating cash flow. Consequently, we may rely on third-party sources to fund our capital needs. We may not be able to obtain the necessary financing on favorable terms, in the time period that we desire or at all. Any additional debt we incur will increase our leverage, expose us to the risk of default and may impose operating restrictions on us, and any additional equity we raise could be dilutive to existing stockholders. Our access to third-party sources of capital depends, in part, on:
general market conditions;conditions and interest rates;
the market’s view of the quality of our assets;assets and our leasing activity;
the market’s perception of our growth potential;
our current debt levels;
our current and expected future earnings;
our cash flow and cash distributions; and
the market price of securities we may issue from time to time.
If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our principal and interest obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.
Covenants in theCredit Agreement governing our Unsecured Credit Facility may cause us to fail to qualify as a REIT.
In order to maintain our qualification as a REIT, we are generally required under the Code to distribute annually at least 90% of our net taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income, including any net capital gains. Under thecredit agreement governing our Unsecured Credit Facility (the “Credit Agreement”), we are subject to various financial covenants that may inhibit our ability to make distributions to our stockholders. If we are unable to make distributions to our stockholders, we will not be able to make sufficient distributions to maintain our REIT status.
We have a substantial amount of indebtedness outstanding which may affect our ability to pay distributions to our stockholders, may expose us to interest rate fluctuation risk and may expose us to the risk of default under our debt obligations.
Our total consolidated principal indebtedness, as of December 31, 2019,2021, was approximately $612.3$658.5 million. We do not anticipate that our internally generated cash flows will be adequate to repay our existing indebtedness upon maturity, and, therefore, we expect to repay our indebtedness through refinancings and future offerings of equity and debt securities, either of which we may be unable to secure on favorable terms or at all. Our
15
substantial outstanding indebtedness, and the limitations imposed on us by our debt agreements, could have other significant adverse consequences, including the following:
our cash flow may be insufficient to meet our required principal and interest payments;
we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon emerging acquisition opportunities or meet operational needs;
we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;terms, or terminate pending acquisitions that may require us to forfeit amounts paid into escrow or pay termination fees;
9
we may be forced to enter into financing arrangements with particularly burdensome collateral requirements or restrictive covenants;
we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations or require us to retain cash for reserves;
we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under our hedge agreements and these agreements may not effectively hedge interest rate fluctuation risk;
we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans;
our default under any of our indebtedness with cross default provisions could result in a default on other indebtedness; and
cross default provisions on properties with minority parties could trigger indemnity obligations.
If any one of these events were to occur, our financial condition, results of operations, cash flows, or the market price of our common stock andor preferred stock and ability to satisfy our debt service obligations and to pay distributions to you could be adversely affected. In addition, any foreclosure on our properties could create taxable income without accompanying cash proceeds, which could adversely affect our ability to meet the distribution requirements necessary to maintain our qualification as a REIT.
We could become highly leveraged in the future because our organizational documents contain no limitations on the amount of debt that we may incur.
As of December 31, 2019,2021, our principal indebtedness represented approximately 49.8%41.1% of our total assets. However, our organizational documents contain no limitations on the amount of indebtedness that we or City Office REIT Operating Partnership, L.P. (our “Operating Partnership”) may incur. We could alter the balance between our total outstanding indebtedness and the value of our properties at any time. If we become more highly leveraged, the resulting increase in outstanding debt could adversely affect our ability to make debt service payments, to pay our anticipated distributions and to make the distributions required to maintain our qualification as a REIT. The occurrence of any of the foregoing risks could adversely affect our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our securities.
common stock or preferred stock.
Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.
In providing financing to us, a lender may impose restrictions on us that would affect our ability to incur additional debt, make certain investments, reduce liquidity below certain levels, make distributions to our
16
stockholders and otherwise affect our distribution and operating policies. In general, we expect that our loan agreements will restrict our ability to encumber or otherwise transfer our interest in the respective property without the prior consent of the lender. Such loan documents may contain other negative covenants that may limit our ability to discontinue insurance coverage or impose other limitations. Any such restriction or limitation may limit our ability to make distributions to you. Further, such restrictions could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT.
We may engage in hedging transactions, which can limit our gains and increase exposure to losses.
Subject to maintaining our qualification as a REIT, we may enter into hedging transactions to protect us from the effects of interest rate fluctuations on floating rate debt. Our hedging transactions may include entering into interest rate swap agreements or interest rate cap or floor agreements, or other interest rate exchange contracts. Hedging activities may not have the desired beneficial impact on our results of operations or financial
10
condition. No hedging activity can completely insulate us from the risks associated with changes in interest rates. Moreover, interest rate hedging could fail to protect us or adversely affect us because, among other things:
available interest rate hedging may not correspond directly with the interest rate risk for which we seek protection;
the duration of the hedge may not match the duration of the related liability;
the party owing money in the hedging transaction may default on its obligation to pay;
the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and
the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value, such as downward adjustments, orlosses,” which would reduce our stockholders’ equity.
“mark-to-market
Hedging involves risk and typically involves costs, including transaction costs, that may reduce our overall returns on our investments. These costs increase as the period covered by the hedging increases and during periods of rising and volatile interest rates. These costs will also limit the amount of cash available for distribution to stockholders. We generally intend to hedge as much of the interest rate risk as we determine is in our best interests given the cost of such hedging transactions. The REIT tax rules may limit our ability to enter into hedging transactions by requiring us to limit our income from
non-qualifying
hedges. If we are unable to hedge effectively because of the REIT tax rules, we will face greater interest rate exposure than may be commercially prudent.In September 2019, in connection with the increase in authorized borrowings under our Unsecured Credit Facility from $250.0$250 million to $300.0$300 million, we entered into thea five-year interest rate swap for a notional amount of $50.0$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.We have been incorporating LIBOR transition language in our existing floating rate instruments, including the Interest Rate Swap, when they are extended or refinanced.
The Interest Rate Swap has been designated and qualifies as a cash flow hedge and has been recognized on the consolidated balance sheets at fair value. Gains and losses resulting from changes in the fair value of derivatives that are designated and qualify as cash flow hedges are reported as a component of other comprehensive (loss) income (loss) and reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings.
As of December 31, 2019,2021, the Interest Rate Swap was reported as an asseta liability at its fair value of approximately $0.7$0.4 million, which is included in other assetsliabilities on the Company’s consolidated balance sheet.
17
For the year ended December 31, 20192021, the amount of realized gainslosses reclassified to interest expense due to payments received bymade to the swap counterparty was $0.1$0.6 million. Accordingly, the fair value of the Interest Rate Swap has been classified as a Level 2 fair value measurement. See Note 7 to our consolidated financial statements in this report.
Annual Report on Form
10-K.
Changes in the method pursuant to which reference rates are determined and phasing out of LIBOR after 2021 may affect our financial results.
The
On March 5, 2021, the chief executive of the United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, has announced that all LIBOR tenors relevant to us will cease to be published or will no longer be representative after June 30, 2023. The FCA’s announcement coincides with the FCA intendsMarch 5, 2021 announcement of LIBOR’s administrator, the ICE Benchmark Administration Limited (“IBA”), indicating that, as a result of not having access to stop compelling banksinput data necessary to submit rates forcalculate LIBOR tenors relevant to us on a representative basis after June 30, 2023, IBA would have to cease publication of such LIBOR tenors immediately after the calculationlast publication on June 30, 2023. These announcements mean that any of our LIBOR-based borrowings and assets that mature beyond June 30, 2023 need to be converted to alternative interest rates. In addition, based on guidance from US banking regulators, US financial institutions are not expected to enter into new U.S. Dollar LIBOR2021. It is not possible to predict the effectDecember 31, 2021, which means that any of these changes, other reforms or the establishment ofour new borrowings after December 31, 2021, will be done at alternative reference rates in the United Kingdom or elsewhere.rates. Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee (“ARRC”), a steering committee comprised of large U.S. financial
(“USD-LIBOR”)
contracts after 11
institutions, is considering replacing U.S. dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements, backed by Treasury securities. The Federal Reserve Bank of New York began publishing SOFR rates in April 2018. The market transition away from LIBOR and towards SOFR is expected to be gradual and complicated. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate andwhile SOFR is a secured lending rate, and SOFR is an overnight rate andwhile LIBOR reflects term rates at different maturities. Although there have been some issuances utilizingIf our LIBOR-based borrowings are converted to SOFR, it is unknown whether this alternative reference rate will attain market acceptance as a replacement for LIBOR. These and otherthe differences create the potential for basis risk between the two rates. The impact of any basis risk between LIBOR and SOFR, may negatively affect our operating results. In addition, there is currently no definitive information regardingplus the future utilization of LIBOR or of any particular replacement rate. Any of these alternative methods mayrecommended spread adjustment, could result in interest ratescosts that are higher than if LIBOR wereremained available, in its current form, which could have a material adverse effect on our results. AsAlthough SOFR is the ARRC’s recommended replacement rate, it is also possible that lenders may instead choose alternative replacement rates that may differ from LIBOR in ways similar to SOFR or in other ways that would result in higher borrowing costs for us. It is not yet possible to predict the magnitude of LIBOR’s end on our borrowing costs given the uncertainty about which rates will replace LIBOR and the timing of actual replacement.
US regulators and the ARRC have recommended that all LIBOR-based instruments include robust fallback language dictating what rate will apply when LIBOR ends. The fallbacks recommended by the ARRC are different for variouspotential effect on us cannot yetISDA protocol or by clearinghouse rulebooks to implement fallbacks recommended by the ARRC. We may also decide not to amend, in which case we may bear the cost and risk of litigation. Some instruments, particularly consumer-facing adjustable-rate mortgages, are impractical to amend. With respect to those instruments, we may bear the cost and risk of litigation. Our lenders may be determined.
non-derivative
instruments, and not allUSD-LIBOR-based
instruments will incorporate the recommended fallbacks. The International Swaps and Derivatives Association (“ISDA”) has implemented fallback language and a protocol that will ensureUSD-LIBOR-based
derivatives amongst protocol participants fallback to compounded SOFR. We have opted into the ISDA 2020 IBOR Fallbacks protocol. However, the variations in fallback language in different financial instruments and the adoption of different replacement rates or methodologies in such fallback language could result in unexpected differences between ourUSD-LIBOR-based
assets and ourUSD-LIBOR-based
interest rate hedges. In addition, we may incur costs amending instruments not covered by the less willing to extend credit secured by assets that do not include robust fallbacks.
It is expected that switching existing financial instruments and hedging transactions from LIBOR to SOFR or other replacement rates will include a spread adjustment. ISDA has described the spread calculation methodology that will apply to derivatives that adopt the ISDA recommendations for derivatives, and the ARRC
18
has recommended the same methodology for all
non-consumer
financial instruments. The adjustment calculation is intended to minimize value transfer between counterparties, borrowers, and lenders, but there is no assurance that the calculated spread adjustment will be fair and accurate or that it will not result in higher interest costs.Any changes announced by the IBA, FCA, including the FCA Announcement,U.S. Federal Reserve, other regulators or any other successor governance or oversight body, or future changes adopted by such body, in the method pursuant to which the reference rates are determined may result in a sudden or prolonged increase or decrease in the reported reference rates. If that were to occur, the level of interest payments we incur may change. In addition, although certain of our LIBOR based obligations provide for alternative methods of calculating the interest rate payable on certain of our obligations if LIBOR is not reported, which include requesting certain rates from major reference banks in London or New York, or alternatively using LIBOR for the immediately preceding interest period or using the initial interest rate, as applicable, uncertainty as to the extent and manner of future changes may result in interest rates and/or payments that are higher than, lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR rate was available in its current form.
Economic conditions may adversely affect the real estate market and our income.
financial condition, results of operations and cash flow.
Uncertainty over whether the U.S. economy will be adversely affected by inflation or stagflation, volatile energy costs, geopolitical issues, the possibility of any pandemic, including the
COVID-19
pandemic, the availability and cost of credit, future policy and fiscal decisions of the federal government, the mortgage market in the United States and the late-cycle real estate market may contribute to increased market volatility or threaten business and consumer confidence. This uncertain operating environment could adversely affect our ability to generate revenues, thereby reducing our operating income and earnings.In addition, local real estate conditions such as an oversupply of properties or a reduction in demand for properties, competition from other similar properties, our ability to provide or arrange for adequate maintenance, insurance and management and advisory services, increased operating costs (including real estate taxes), the attractiveness, location of the property, changes in market rental rates and region-specific legislation or political initiatives may adversely affect a property’s income and value. A rise in energy costs could result in higher operating costs, which may affect our results of operations. In addition, local conditions in the markets in which we own or intend to own properties may significantly affect occupancy or rental rates at such properties. Events that could prevent us from raising or maintaining rents or cause us to reduce rents include layoffs, plant closings, relocations of significant local employers and other events reducing local employment rates, an oversupply of—of, or a lack of demand for—for, office space, a decline in household formation, the inability or unwillingness of tenants to pay rent increases, and geopolitical developments having a disproportionate effect on the markets in which we operate.
12
Our joint venture investments could be adversely affected by the capital markets, our lack of sole decision-making authority, our reliance on joint venture partners’ financial condition and any disputes that may arise between us and our joint venture partners.
We have in the past
co-invested,
and may in the futureco-invest,
with third parties through partnerships, joint ventures or other structures, acquiringnon-controlling
interests in, or sharing responsibility for managing the affairs of, a property, partnership,co-tenancy
or other entity. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including potential deadlocks in making major decisions, restrictions on our ability to exit the joint venture, triggering of forced sale orbuy-out
mechanisms, reliance on our joint venture partners and the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions, thus exposing us to liabilities in excess of our share of the investment or take action that could jeopardize our REIT status. The funding of our capital contributions may be dependent on proceeds from asset sales, credit facility advances and/or sales of equity19
securities. Joint venture partners may have business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives. We may in specific circumstances be liable for the actions of our joint venture partners. In addition, any disputes that may arise between us and joint venture partners may result in litigation or arbitration that would increase our expenses.
We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties, which could have an adverse impact on our financial condition, results of operations, cash flows and market price of our common stock.
The properties in our portfolio are subject to various covenants and federal, state and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval or waivers from local officials or restrict our use of our properties and may require us to obtain approval from local officials of community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic or hazardous material abatement requirements. There can be no assurance that existing or future laws and regulatory policies, including federal laws or executive actions affecting the markets in which we operate, will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that could increase such delays or result in additional costs. Our growth strategy may be affected by our ability to obtain permits, licenses and zoning relief. Our failure to obtain such permits, licenses and zoning relief or to comply with applicable laws could have an adverse effect on our financial condition, results of operations, cash flow and per share market price of our common stock or preferred stock.
We could incur significant costs related to government regulation and private litigation over environmental matters involving the presence, discharge or threat of discharge of hazardous or toxic substances, which could adversely affect our operations, the value of our properties and our ability to make distributions to our stockholders.
Our properties may be subject to environmental liabilities. Under various federal, state and local laws, a current or previous owner, operator or tenant of real estate can face liability for environmental contamination created by the presence, discharge or threat of discharge of hazardous or toxic substances. Liabilities can include the cost to investigate, clean up and monitor the actual or threatened contamination and damages caused by the contamination or threatened contamination.
The liability under such laws may be strict, joint and several, meaning that we may be liable regardless of whether we knew of, or were responsible for, the presence of the contaminants, and the government entity or private party may seek recovery of the entire amount from us even if there are other responsible parties.
13
Liabilities associated with environmental conditions may be significant and can sometimes exceed the value of the affected property. The presence of hazardous substances on a property may adversely affect our ability to sell or rent that property or to borrow using that property as collateral.
Environmental laws also:
may require the removal or upgrade of underground storage tanks;
regulate the discharge of storm water, wastewater and other pollutants;
regulate air pollutant emissions, including greenhouse gas emissions;
regulate hazardous materials’ generation, management and disposal; and
regulate workplace health and safety.
Existing conditions at some of our properties may expose us to liability related to environmental matters.
Independent environmental consultants have conducted Phase I or similar environmental site assessments on all of our properties. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include subsurface investigations or mold or asbestos surveys. None of the recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, financial condition, cash flows or results of operations. However, the assessments may have failed to reveal all environmental conditions, liabilities or compliance concerns. Material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future; and future laws, ordinances or regulations may impose material additional environmental liability.
Costs of future environmental compliance could negatively affect our ability to make distributions to our stockholders, and remedial measures required to address such conditions could have a material adverse effect on our business, financial condition, results of operations, cash flows, or resultsthe market price of operations.
our common stock or preferred stock.
20
Our properties may contain asbestos or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem, which could adversely affect the value of the affected property and our ability to make distributions to our stockholders.
We are required by federal regulations with respect to our properties to identify and warn, via signs and labels, of potential hazards posed by workplace exposure to installed asbestos-containing materials (“ACMs”) and potential ACMs. We may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACMs and potential ACMs at our properties as a result of these regulations. The regulations may affect the value of any of our properties containing ACMs and potential ACMs. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and disposal of ACMs and potential ACMs when such materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a property.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing because exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions.
The presence of ACMs or significant mold at any of our properties could require us to undertake a costly remediation program to contain or remove the ACMs or mold from the affected property. In addition, the presence of ACMs or significant mold could expose us to claims of liability to our tenants, their or our employees, and others if property damage or health concerns arise.
14
Potential losses, including from adverse weather conditions, natural disasters and title claims, may not be covered by insurance.
Certain of our properties are located in states where natural disasters such as tornadoes, hurricanes and earthquakes are more common than in other states. Given recent extreme weather events across parts of the United States, including devastating hurricanes in Florida and wildfires in California, it is also possible that our other properties could incur significant damage due to other natural disasters. While we carry insurance to cover a substantial portion of the cost of such events, such as droughts or flooding, our insurance includes deductible amounts and certain items may not be covered by insurance. Future natural disasters may significantly affect our operations and properties and, more specifically, may cause us to experience reduced rental revenue (including from increased vacancy), incurbusiness, cash flows, financial condition, results of operations, and ability to make distributions tocash flows, or the market price of our stockholders.
clean-up
costs or otherwise incur costs in connection with such events. Any of these events may have a material adverse effect on our common stock or preferred stock.
Furthermore, we do not carry insurance for certain losses, including, but not limited to, losses caused by certain environmental conditions, such as mold or asbestos, riots, civil unrest or war. In addition, our title insurance policies may not insure for the current aggregate market value of our portfolio, and we do not intend to increase our title insurance coverage as the market value of our portfolio increases. As a result, we may not have sufficient coverage against all losses that we may experience, including from adverse title claims.
If we experience a loss that is uninsured or exceeds policy limits, we could incur significant costs and lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.
Moreover, we carry several different lines of insurance, placed with several large insurance carriers. If any one of these large insurance carriers were to become insolvent, we would be forced to replace the existing insurance coverage with another suitable carrier and any outstanding claims would be at risk for collection. In
21
such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms. Replacing insurance coverage at unfavorable rates and the potential of uncollectible claims due to carrier insolvency could adversely affect our financial condition, results of operations, and cash flows.
Climate change may adversely affect our business.
Toflows, or the extent that climate change does occur, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage or a decrease in demand for our properties located in the areas affected by these conditions. Should the impact of climate change be material in nature or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected. In addition, changes in federal and state legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiencymarket price of our existing properties in order to comply with such regulations.
common stock or preferred stock.
We may be limited in our ability to diversify our investments making us more vulnerable economically than if our investments were diversified.
Our ability to diversify our portfolio may be limited both as to the number of investments owned and the geographic regions in which our investments are located. While we seek to diversify our portfolio by geographic location, we focus on our specified target markets that we believe offer the opportunity for attractive returns and, accordingly, our actual investments may result in concentrations in a limited number of geographic regions. As a result, there is an increased likelihood that the performance of any single property, or the economic performance of a particular region in which our properties are located, could materially affect financial condition, results of operation, cash flows, or the market price of our operating results.
15
We may acquire properties withlock-outprovisions, or agree to such provisions in connection with obtaining financing, which may prohibit us from selling or refinancing a property during thelock-outperiod.
We may acquire properties in exchange for common units and agree to restrictions on sales or refinancing, called
“lock-out”
provisions, which are intended to preserve favorable tax treatment for the owners of such properties who sell them to us. In addition, we may agree tolock-out
provisions in connection with obtaining financing for the acquisition of properties.Lock-out
provisions could materially restrict us from selling, otherwise disposing of or refinancing properties. These restrictions could affect our ability to turn our investments into cash and thus affect cash available for distributions to our stockholders.Lock-out
provisions could impair our ability to take actions during thelock-out
period that would otherwise be in the best interests of our stockholders and, therefore, could adversely impact the market value of our common stock. In particular,lock-out
provisions could preclude us from participating in major transactions that could result in a disposition of our assets or a change in control even though that disposition or change in control might be in the best interests of our stockholders.Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.
The real estate investments made, and to be made, by us are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, our ability to dispose of one or more properties is subject to weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.
In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to adjust our portfolio in response to economic or other conditions promptly or on favorable terms, which may adversely affect our financial condition, results of operations, cash flow and per shareflows, or the market price of our common stock or preferred stock.
22
If we sell properties by providing financing to purchasers, we will bear the risk of default by the purchaser.
If we decide to sell any of our properties, we intend to use commercially reasonable efforts to sell them for cash. However, in some instances we may sell our properties by providing financing to purchasers. If we provide financing to purchasers, we will bear the risk of default by the purchasers which would reduce the value of our assets, impair our ability to make distributions to our stockholders and reduce the price of our common stock or preferred stock.
We may be unable to collect balances due on our leases from any tenants in bankruptcy, which could adversely affect our cash flow and the amount of cash available for distribution to our stockholders.
The bankruptcy or insolvency of one or more of our tenants may adversely affect the income produced by our properties. We cannot assure you that any tenant that files for bankruptcy protection will continue to pay us rent. If a tenant files for bankruptcy, any or all of the tenant’s or a guarantor of a tenant’s lease obligations could be subject to a bankruptcy proceeding pursuant to Chapter 11 or Chapter 7 of the U.S. Bankruptcy Code. Such a
16
bankruptcy filing would impose an automatic stay barring all efforts by us to collectpre-bankruptcyrents from these entities or their properties, unless we receive an order from the bankruptcy court lifting the automatic stay to permit us to pursue collections. A tenant or lease guarantor bankruptcy could delay our efforts to collect past due balances under the relevant leases and could ultimately preclude collection of these sums. If a lease is rejected by a tenant in bankruptcy, we would only have a general unsecured claim for damages. This claim could be paid only in the event funds were available and then only in the same percentage as that realized on other unsecured claims. Our claim would be capped at the rent reserved under the lease, without acceleration, for the greater of one year or 15% of the remaining term of the lease, but not greater than three years, plus rent already due but unpaid. Therefore, if a lease is rejected, it is possible that we would not receive payment from the tenant or that we would receive substantially less than the full value of any unsecured claims we hold, which would result in a reduction in our rental income, cash flow and the amount of cash available for distribution to the holders of our stockholders.
common stock or preferred stock.
We may face additional risks and costs associated with owning properties occupied by government tenants, which could negatively impact our financial condition, results of operations, cash flows, and resultsor the market price of operations.
our common stock or preferred stock.
As of December 31, 2019,2021, we owned sevenfour properties in which some or all of the tenants are federal government agencies. We may continue to pursue the acquisition of office properties in which substantial space is leased to governmental agencies. As such, lease agreements with these federal government agencies contain certain provisions required by federal law, which require, among other things, that the contractor (which is the lessor or the owner of the property), agree to comply with certain rules and regulations, including, but not limited to, rules and regulations related to anti-kickback procedures, examination of records, audits and records, equal opportunity provisions, prohibition against segregated facilities, certain executive orders, subcontractor cost or pricing data, certain provisions intending to assist small businesses and contractual rights of termination by the tenants. We may be subject to requirements of the Employment Standards Administration’s Office of Federal Contract Compliance Programs and requirements to prepare affirmative action plans pursuant to the applicable executive order may be determined to be applicable to us.
In addition, some of our leases with government tenants may be subject to statutory or contractual rights of termination by the tenants, which will allow them to vacate the leased premises before the stated terms of the leases expire with little or no liability. For fiscal policy reasons, security concerns or other reasons, some or all of our government tenants may decide to vacate our properties. If a significant number of such vacancies occur, our rental income may materially decline, our cash flow and results of operations could be adversely affected and our ability to pay regular distributions to you may be jeopardized.
Our government tenants are also subject to discretionary funding from the federal government. Federal government programs are subject to annual congressional budget authorization and appropriation processes. For
23
many programs, Congress appropriates funds on a fiscal year basis even though the program performance period may extend over several years. Laws and plans adopted by the federal government relating to, along with pressures on and uncertainty surrounding the federal budget, potential changes in priorities and spending levels, sequestration, the appropriations process, use of continuing resolutions (with restrictions, e.g., on new starts) and the permissible federal debt limit, could adversely affect the funding for our government tenants. The budget environment and uncertainty surrounding the appropriations processes remain significant long-term risks as budget cuts could adversely affect the viability of our government tenants.
Some of the leases at our properties contain “early termination” provisions which, if triggered, may allow tenants to terminate their leases without further payment to us, which could adversely affect our financial condition and results of operations and the value of the applicable property.
Certain tenants have a right to terminate their leases upon payment of a penalty, but others are not required to pay any penalty associated with an early termination. Most of our tenants that are federal or state governmental agencies, which account for approximately 12.0%5.6% of the base rental revenue from our properties as
17
of December 31, 2019,2021, may, under certain circumstances, vacate the leased premises before the stated terms of the leases expire with little or no liability to us. There can be no assurance that tenants will continue their activities and continue occupancy of the premises. Any cessation of occupancy by tenants may have an adverse effect on our operations.
We have entered into a lease with the sole tenant at our Lake Vista Pointe property that contains a right of first refusal and option to purchase the property according to a
pre-determined
pricing formula which, if exercised, would terminate the applicable lease and result in the sale of the property.We have entered into a lease with the sole tenant at our Lake Vista Pointe property that contains a right of first refusal and option to purchase the property according to a
pre-determined
pricing formula during a specified period of time. In the event that the right of first refusal or option are exercised by the tenant, the applicable lease would terminate and we would be contractually obligated to sell the property in accordance therewith. Termination of the lease for the Lake Vista Pointe property would result in the loss of future rental income from such property, which could impact our results of operations and cash flows. Likewise, if the property is sold, we may not realize the full benefits from continuing to hold the property or consummating the disposition on terms then available in the market. The occurrence of any of the situations described above could have a material adverse effect our financial condition, results of operations, cash flows, or the market price of our common stock or preferred stock.The federal government’s “green lease” policies may adversely affect us.
In recent years, the federal government has instituted “green lease” policies which allow a government tenant to require leadership in energy and environmental design for commercial interiors, or LEED
®
-CI, certification in selecting new premises or renewing leases at existing premises. In addition, the Energy Independence and Security Act of 2007 allows the General Services Administration to prefer buildings for lease that have received an “Energy Star” label. Obtaining such certifications and labels may be costly and time consuming, but our failure to do so may result in our competitive disadvantage in acquiring new or retaining existing government tenants.We may be unable to complete acquisitions and, even if acquisitions are completed, we may fail to successfully operate acquired properties.
Our business plan includes, among other things, growth through identifying suitable acquisition opportunities, consummating acquisitions and leasing such properties. We will evaluate the market of available
24
properties and may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully develop or operate them is subject to, among others, the following risks:
we may be unable to acquire a desired property because of competition from other real estate investors with substantial capital, including from other REITs and institutional investment funds;
even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
even if we enter into agreements for the acquisition of properties, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction;
we may incur significant costs in connection with evaluation and negotiation of potential acquisitions, including acquisitions that we are subsequently unable to complete;
we may acquire properties that are not initially accretive to our results upon acquisition, and we may not successfully lease those properties to meet our expectations;
we may be unable to finance the acquisition on favorable terms in the time period we desire, or at all;
even if we are able to finance the acquisition, our cash flows may be insufficient to meet our required principal and interest payments;
we may spend more than budgeted to make necessary improvements or renovations to acquired properties;
we may be unable to quickly and efficiently integrate new acquisitions, particularly the acquisition of portfolios of properties, into our existing operations;
market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities for
clean-up
of undisclosed environmental contamination, claims by tenants or other persons dealing with former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.18
Acquired properties may be located in new markets where we may face risks associated with investing in an unfamiliar market.
We may acquire properties in markets that are new to us.us, such as Raleigh, North Carolina. When we acquire properties located in new markets, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures. We work to mitigate such risks through extensive diligence and research and associations with experienced service providers. However, there can be no guarantee that all such risks will be eliminated.
Adverse market and economic conditions could cause us to recognize impairment charges or otherwise impact our performance.
We intend to review the carrying value of our properties when circumstances, such as adverse market conditions, indicate a potential impairment may exist. We intend to base our review on an estimate of the future cash flows (excluding interest charges) expected to result from the property’s use and eventual disposition on an undiscounted basis. We intend to consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If our evaluation indicates that we may be unable to recover the carrying value of a real estate investment, an impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property.
25
Impairment losses would have a direct impact on our operating results because recording an impairment loss results in an immediate negative adjustment to our operating results. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. If the real estate market deteriorates, we may reevaluate the assumptions used in our impairment analysis. Impairment charges could materially adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the per share market price of, our common stock or preferred stock.
Litigation may result in unfavorable outcomes.
Like many real estate operators, we may be involved in lawsuits involving premises liability claims and alleged violations of landlord-tenant laws, which may give rise to class action litigation or governmental investigations. Any material litigation not covered by insurance, such as a class action, could result in us incurring substantial costs and harm our financial condition, results of operations, cash flows and ability to pay distributions to you.
We may invest in properties with other entities, and our lack of sole decision-making authority or reliance on a joint-venturer’s financial condition could make these joint venture investments risky and expose us to losses or impact our ability to maintain our qualification as a REIT.
We may
co-invest
in the future with third parties through partnerships, joint ventures or other entities. We may acquirenon-controlling
interests or share responsibility for managing the affairs of a property, partnership, joint venture or other entity. In such events, we would not be in a position to exercise sole decision-making authority regarding the property or entity. Investments in entities may, under certain circumstances, involve risks not present were a third party not involved. These risks include the possibility that partners or joint-venturers:might become bankrupt or fail to fund their share of required capital contributions;
may have economic or other business interests or goals that are inconsistent with our business interests or goals; and
may be in a position to take actions contrary to our policies or objectives or exercise rights to buy or sell at an inopportune time for us.
19
Such investments may also have the potential risk of impasses on decisions, such as a sale or refinancing of the property, because neither we nor the partner or joint-venturer would have full control over the partnership or joint venture. Disputes between us and partners or joint-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business or result in costs to terminate the relationship. Actions of partners or joint-venturers may cause losses to our investments and adversely affect our ability to maintain our qualification as a REIT. In addition, we may in certain circumstances be liable for the actions of our third-party partners or joint-venturers if:
we structure a joint venture or conduct business in a manner that is deemed to be a general partnership with a third party;
third-party managers incur debt or other liabilities on behalf of a joint venture which the joint venture is unable to pay, and the joint venture agreement provides for capital calls, in which case we could be liable to make contributions as set forth in any such joint venture agreement or suffer adverse consequences for a failure to contribute; or
we agree to cross default provisions or to cross-collateralize our properties with the properties in a joint venture, in which case we could face liability if there is a default relating to those properties in the joint venture or the obligations relating to those properties.
Compliance with the Americans with Disabilities Act and similar laws may require us to make significant unanticipated expenditures.
All of our properties and any future properties that we acquire are and will be required to comply with the ADA. The ADA requires that all public accommodations must meet federal requirements related to access and use by disabled persons. For those projects receiving federal funds, the Rehabilitation Act of 1973 (the “RA”) also has requirements regarding disabled access. Although we believe that our properties are substantially in compliance with the present requirements, we may incur unanticipated expenses to comply with the ADA, the RA and other applicable legislation in connection with the ongoing operation or redevelopment of our properties.
26
These and other federal, state and local laws may require modifications to our properties, or affect renovations of our properties.
Non-compliance
with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct anynon-complying
feature, which could result in substantial capital expenditures.Our property taxes could increase due to property tax rate changes or reassessment, which may adversely impact our cash flows.
Even as a REIT, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. Therefore, the amount of property taxes that we pay in the future may increase substantially. In addition, the real property taxes on Cherry Creek are reduced due to having a government user as its largest tenant and loss of such tenant would increase the amount of property taxes. If the property taxes that we pay increase, our cash flow could be impacted, and our ability to pay expected distributions to our stockholders may be adversely affected.
It may be difficult to enforce civil liabilities against members of our board of directors or our executive officers.
Most of the members of our board of directors and our executive officers reside in Canada and substantially all of the assets of such persons are located in Canada. As a result, it may be difficult for you to effect service of process within the United States or in any other jurisdiction outside of Canada upon these persons or to enforce against them in any jurisdiction outside of Canada judgments predicated upon the laws of any such jurisdiction, including any judgment predicated upon the federal and state securities laws of the United States.
20
Our commitments to Second City Real Estate II Corporation (“Second City”), Clarity Real Estate III GP, Limited Partnership (“Clarity RE”), Clarity Real Estate Ventures GP, Limited Partnership (together with Clarity RE, “Clarity”), and their respective affiliates may give rise to various conflicts of interest.
We are subject to conflicts of interest arising out of our relationship with Second City and Clarity. As a result of the internalization of our former external advisor on February 1, 2016, we agreed to allow our management to continue to provide services to Second City under the terms of anadministrative services agreement. In addition, the terms of the administrative services agreement and theemployment agreements we entered into with each of our executive officers permit, under certain circumstances and subject to the oversight of our Board of Directors, our executive officers to advise or oversee new or additional funds in the future. On July 31, 2019, we, through an indirect, wholly-ownedwholly owned subsidiary, entered into a separate administrative services agreement with Clarity to provide administrative services to Clarity similar to those provided to Second City. These arrangements with Second City and Clarity may create potential conflicts of interests, including competition for the time and services of personnel that work for us and our affiliates.
Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting.
The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, or otherwise adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
Risks Related to Our Status as a REIT
Our failure to maintain our qualification as a REIT would result in significant adverse tax consequences to us and would adversely affect our business and the value of our stock.
We have elected and intend to continue to operate in a manner that will allow us to qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2014. Qualification as a REIT involves the application of highly technical and complex tax rules, for which there are only limited judicial and administrative interpretations. The fact that we hold substantially all of our assets through our Operating Partnership further complicates the application of the REIT requirements. Even a seemingly minor technical or inadvertent mistake could jeopardize our REIT status. Our REIT status depends upon various factual matters and circumstances that may not be entirely within our control. For example, in order to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources, such
27
as rents from real property, and we must satisfy a number of requirements regarding the composition of our assets. Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. In addition, new legislation, regulations, administrative interpretations or court decisions, each of which could have retroactive effect, may make it more difficult or impossible for us to maintain our qualification
as a REIT, or could reduce the desirability of an investment in a REIT relative to other investments. We have not requested and do not plan to request a ruling from the Internal Revenue Service (the “IRS”) that we qualify as a REIT, and the statements in this annual report are not binding on the IRS or any court. Accordingly, we cannot be certain that we will be successful in maintaining our qualification as a REIT.
21
If we fail to maintain our qualification as a REIT in any taxable year, we will face serious adverse U.S. federal income tax consequences that would substantially reduce the funds available to distribute to you. If we fail to maintain our qualification as a REIT:
we would not be allowed to deduct distributions to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates; and
we could also be subject to the U.S. federal alternative minimum tax for taxable years prior to 2018 and possibly increased state and local taxes; and
unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year in which we were disqualified.
In addition, if we fail to maintain our qualification as a REIT, we will not be required to make distributions to stockholders. As a result of all these factors, our failure to maintain our qualification as a REIT could impair our ability to expand our business and raise capital and would adversely affect the value of our capital stock.
Even if we qualify as a REIT, we may be subject to some U.S. federal, state and local income, property and excise taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property that we hold primarily for sale to customers in the ordinary course of business. In addition, our taxable REIT subsidiaries (“TRSs”) are subject to tax as regular corporations in the jurisdictions in which they operate.
To maintain our qualification as a REIT, we may be forced to borrow funds during unfavorable market conditions to make distributions to our stockholders.
To maintain our qualification as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined without regard to the deduction for dividends paid and excluding any net capital gain, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our REIT taxable income each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. To maintain our qualification as a REIT and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements. These borrowing needs could result from:
differences in timing between the actual receipt of cash and inclusion of income for U.S. federal income tax purposes;
the effect of nondeductible capital expenditures;
the creation of reserves; or
required debt or amortization payments.
We may need to borrow funds at times when the then-prevailing market conditions are not favorable for borrowing. These borrowings could increase our costs or reduce our equity and adversely affect the value of our common stock or preferred stock.
28
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum U.S. federal income tax rate applicable to qualified dividend income payable to certain
non-corporate
U.S. stockholders, including individuals, trusts and estates, is 20%. Dividends payable by REITs, however, generally are not eligible for the reduced qualified dividend rates. For taxable years beginning before January 1, 2026,non-corporate
taxpayers may deduct up to 20% of certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT shareholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations, resulting in an22
effective maximum U.S. federal income tax rate of 29.6% on such income. Although the reduced U.S. federal income tax rate applicable to qualified dividend income does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends and the reduced corporate tax rate could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks ofnon-REITcorporations that pay dividends, which could adversely affect the value of the shares of REITs, including the market price of our capital stock.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held in inventory primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as inventory held for sale to customers in the ordinary course of our business, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
We may face risks in connection with like-kind exchanges pursuant to section 1031 of the Code (“Section 1031 Exchanges”).
From time to time, we dispose of properties in transactions that are intended to qualify as Section 1031 Exchanges. It is possible that the qualification of a transaction as a Section 1031 Exchange could be successfully challenged and determined to be currently taxable or that we may be unable to identify and complete the acquisition of a suitable replacement property to effect a Section 1031 Exchange. In such case, our taxable income and earnings and profits would increase. This could increase the dividend income to our stockholders by reducing any return of capital they received. In some circumstances, we may be required to pay additional dividends or, in lieu of that, corporate income tax, possibly including interest and penalties. As a result, we may be required to borrow funds in order to pay additional dividends or taxes and the payment of such taxes could cause us to have less cash available to distribute to our stockholders. In addition, if a Section 1031 Exchange were later to be determined to be taxable, we may be required to amend our tax returns for the applicable year in question, including any information reports we sent our stockholders, and we may be required to make a special dividend payment to our shareholders if we are unable to mitigate the taxable gains realized. Moreover, for exchanges completed after December 31, 2017, unless the property was disposed of or received in the exchange on or before such date, section 1031 of the Code permits exchanges of real property only. It is possible that additional legislation could be enacted that could further modify or repeal the laws with respect to Section 1031 Exchanges, which could make it more difficult or not possible for us to dispose of properties on a tax deferred basis.
To maintain our qualification as a REIT, we may be forced to forego otherwise attractive opportunities.
To maintain our qualification as a REIT, we must satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts that we distribute to our stockholders and the ownership of our stock. We may be required to make distributions to stockholders at times when it would be
29
more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.
In particular, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified real estate assets. The remainder of our investment in securities (other than government securities, securities of any qualified REIT subsidiary or TRS of ours and securities that are qualified real estate assets) generally may not include more than 10% of the
23
outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of any qualified REIT subsidiary or TRS of ours and securities that are qualified real estate assets) may consist of the securities of any one issuer. No more than 20% of the value of our total assets can be represented by securities of one or more TRSs, and no more than 25% of our assets can be represented by debt of “publicly offered” REITs (i.e., REITs that are required to file annual and periodic reports with the SEC under the Exchange Act) that is not secured by real property or interests in real property. If we fail to comply with these requirements at the end of any calendar quarter, we must remedy the failure within 30 days or qualify for certain limited statutory relief provisions to avoid losing status as a REIT. As a result, we may be required to liquidate otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.
We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the market price of our shares of capital stock.
At any time, the U.S. federal income tax laws governing REITs may be amended or the administrative and judicial interpretations of those laws may be changed. We cannot predict when or if any new U.S. federal income tax law, regulation, or administrative and judicial interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative or judicial interpretation, will be adopted, promulgated or become effective, and any such law, regulation, or interpretation may be effective retroactively. Several recent proposals have been made that would make substantial changes to the U.S. federal income tax laws generally. We cannot predict whether any of these proposed changes will become law, or the long-term effect of any recent changes or any future changes on REITs and their stockholders.stockholders generally. We and our stockholders could be adversely affected by any change in, or any new, U.S. federal income tax law, regulation or administrative and judicial interpretation.
Risks Related to Our Organizational Structure
Conflicts of interest exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.
Conflicts of interest exist or could arise in the future as a result of the relationships between us, on the one hand, and our Operating Partnership or any partner thereof, on the other. Our directors and officers have duties to our Company under applicable Maryland law in connection with their management of our Company. At the same time, we, as the general partner of our Operating Partnership, have fiduciary duties and obligations to our Operating Partnership and its limited partners under Maryland law and thepartnership agreement of our Operating Partnership in connection with the management of our Operating Partnership. Our fiduciary duties and obligations as general partner to our Operating Partnership and its partners may come into conflict with the duties of our directors and officers to our Company.
Additionally, the partnership agreement provides that we and our officers, directors and employees, will not be liable or accountable to our Operating Partnership for losses sustained, liabilities incurred or benefits not derived if we, or such officer, director or employee acted in good faith. The partnership agreement also provides that we will not be liable to our Operating Partnership or any partner for monetary damages for losses sustained,
30
liabilities incurred or benefits not derived by our Operating Partnership or any limited partner, except for liability for our intentional harm or gross negligence. Moreover, the partnership agreement provides that our Operating Partnership is required to indemnify us and our officers, directors, employees, agents and designees from and against any and all claims that relate to the operations of our Operating Partnership, except (1) if the act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) for any transaction for which the indemnified party received an improper personal benefit, in money, property or services or otherwise in violation or breach of any provision of the partnership agreement or (3) in the case of a criminal proceeding, if the indemnified person had
24
reasonable cause to believe that the act or omission was unlawful. We are not aware of any reported decision of a Maryland appellate court that has interpreted provisions similar to the provisions of the partnership agreement of our Operating Partnership that modify and reduce our fiduciary duties or obligations as the general partner or reduce or eliminate our liability for money damages to our Operating Partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership agreement that purport to modify or reduce the fiduciary duties that would be in effect were it not for the partnership agreement.
The consideration that we pay for the properties and assets we own may exceed their aggregate fair market value.
The amount of consideration that we pay for properties is based on management’s estimate of fair market value, including an analysis of market sales comparables, market capitalization rates for other properties and assets and general market conditions for such properties and assets. In certain instances, management’s estimate of fair market value may exceed the fair market value of these properties and assets.
We are a holding company with no direct operations and, as such, we rely on funds received from our Operating Partnership to pay liabilities, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries.
We are a holding company and conduct substantially all of our operations through our Operating Partnership. We do not have, apart from an interest in our Operating Partnership, any independent operations. As a result, we rely on distributions from our Operating Partnership to pay any dividends that we may declare on shares of our capital stock. We also rely on distributions from our Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our Operating Partnership. In addition, because we are a holding company, your claims as stockholders are structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our Operating Partnership and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
We may have assumed unknown liabilities in connection with our acquisition of properties and any properties we may acquire in the future may expose us to unknown liabilities.
We may have acquired entities and assets that may be subject to existing liabilities, some of which may be unknown or unquantifiable. These assumed liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims by tenants, vendors, tax liabilities and accrued but unpaid liabilities incurred in the ordinary course of business or other potential claims or liabilities. While in some instances we may have the right to seek reimbursement against an insurer, any recourse against third parties, including the contributors of our assets, for these liabilities are limited. There can be no assurance that we are entitled to any such reimbursements or that ultimately we will be able to recover in respect of such rights for any of these historical liabilities.
In addition, there can be no assurance that our current title insurance policies will adequately protect us against any losses resulting from such title defects or adverse developments.
31
We may acquire properties subject to liabilities and without any recourse, or with only limited recourse, against the prior owners or other third parties with respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our financial condition, results of operations, and cash flow.flows, or the market price of our common stock or preferred stock. Unknown liabilities with respect to acquired properties might include:
liabilities forcontaminationcontamination;
clean-up
of undisclosed or undiscovered environmental 25
claims by tenants, vendors or other persons against the former owners of the properties;
liabilities incurred in the ordinary course of business; and
claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
We may be unable to renew expiring leases orre-lease vacant space on a timely basis or on attractive terms, which could have a material adverse effect on our results of operations and cash flow.
At December 31, 2019, approximately 8.1%, 15.3% and 14.4% of our annualized base rent is scheduled to expire in 2020, 2021, and 2022, respectively, excludingmonth-to-month leases. Current tenants may not renew their leases upon the expiration of their terms and may attempt to terminate their leases prior to the expiration of their current terms. Ifnon-renewals or terminations occur, we may not be able to locate qualified replacement tenants and, as a result, we could lose a significant source of revenue while remaining responsible for the payment of our financial obligations. Moreover, the terms of a renewal or new lease, including the amount of rent, may be less favorable to us than the current lease terms, or we may be forced to provide tenant improvements at our expense or provide other concessions or additional services to maintain or attract tenants. Any of these factors could cause a decline in lease revenue or an increase in operating expenses, which would have a material adverse effect on our results of operations and cash flow.
Our business and operations would suffer in the event of system failures.
Despite system redundancy and the implementation of security measures for our IT networks and related systems, our systems are vulnerable to damages from any number of sources, including computer viruses, energy blackouts, natural disasters, terrorism, war, and telecommunication failures. We rely on our IT networks and related systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and keeping of records, which may include personal identifying information of tenants and lease data. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential tenant information, such as individually identifiable information relating to financial accounts. Any failure to maintain proper function, security and availability of our IT networks and related systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could have a material adverse effect on our operations. As such, any of the foregoing events could have a material adverse effect on our results of operations.
We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.
We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments toe-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to performday-to-day operations (including managing our building systems), and, in some cases, may be critical to the operations of certain of our tenants. There can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or other significant disruption involving our IT networks and related systems could, among other things:
result in unauthorized access to, destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, including personally
26
|
result in unauthorized access to or changes to our financial accounting and reporting systems and related data;
result in our inability to maintain building systems relied on by our tenants;
require significant management attention and resources to remedy any damage that results;
subject us to regulatory penalties or claims for breach of contract, damages, credits, penalties or terminations of leases or other agreements; or
damage our reputation among our tenants and investors.
These events could have an adverse impact on our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
We face risks associated with our tenants being designated “Prohibited Persons” by the Office of Foreign Assets Control.
Pursuant to Executive Order 13224 and other laws, the Office of Foreign Assets Control of the U.S. Department of the Treasury, or OFAC, maintains a list of persons designated as terrorists or who are otherwise blocked or banned, or Prohibited Persons. OFAC regulations and other laws prohibit conducting business or engaging in transactions with Prohibited Persons. Certain of our loan and other agreements may require us to comply with these OFAC requirements. If a tenant or other party with whom we contract is placed on the OFAC list, we may be required by the OFAC requirements to terminate the lease or other agreement. Any such termination could result in a loss of revenue or a damage claim by the other party that the termination was wrongful.
Tax protection agreements may limit our ability to sell or otherwise dispose of certain properties and may require our Operating Partnership to maintain certain debt levels that otherwise would not be required to operate our business.
In connection with contributions of properties to our Operating Partnership, our Operating Partnership has entered and may in the future enter into tax protection agreements under which it agrees to minimize the tax consequences to the contributing partners resulting from the sale or other disposition of the contributed properties. Tax protection agreements may make it economically prohibitive to sell any properties that are subject to such agreements even though it may otherwise be in our stockholders’ best interests to do so. In addition, we may be required to maintain a minimum level of indebtedness throughout the term of any tax protection agreement regardless of whether such debt levels are otherwise required to operate our business. Nevertheless, we have entered and may in the future enter into tax protection agreements to assist contributors of properties to our Operating Partnership in deferring the recognition of taxable gain as a result of and after any such contribution.
Our charter, our amended and restated bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction and may prevent our stockholders from receiving a premium for their shares.
Our charter contains ownership limits that may delay, defer or prevent a change of control transaction.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to qualify as a REIT. Unless exempted by our board of directors, our charter provides that no person may own more than 9.8% of the value of our outstanding shares of capital stock or more than 9.8% in value or
27
number (whichever is more restrictive) of the outstanding shares of our common stock. Our board of directors may not grant such an exemption to any proposed transferee whose ownership in excess of 9.8% of the foregoing
32
ownership limits would result in the termination of our status as a REIT. These restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify as a REIT. The ownership limit may delay or impede a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.
We could authorize and issue stock without stockholder approval that may delay, defer or prevent a change of control transaction.
Our charter authorizes us to issue additional authorized but unissued shares of our common stock or preferred stock. In addition, our board of directors may classify or reclassify any unissued shares of our common stock or preferred stock and may set the preferences, rights and other terms of the classified or reclassified shares. Our board of directors may also, without stockholder approval, amend our charter to increase the authorized number of shares of our common stock or our preferred stock that we may issue. Our board of directors could establish a class or series of common stock or preferred stock that could, depending on the terms of such class or series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.
Certain provisions of Maryland law could delay, defer or prevent a change of control transaction.
Certain provisions of the Maryland General Corporation Law (“MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control. In some cases, such an acquisition or change of control could provide you with the opportunity to realize a premium over the then-prevailing market price of your shares. These MGCL provisions include:
“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” for certain periods. An “interested stockholder” is generally any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who, at any time within the
two-year
period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then-outstanding voting stock. A person is not an interested stockholder under the statute if our board of directors approved in advance the transaction by which he otherwise would have become an interested stockholder. Business combinations with an interested stockholder are prohibited for five years after the most recent date on which the stockholder becomes an interested stockholder. After that period, the MGCL imposes two super-majority voting requirements on such combinations; and“control share” provisions that provide that holders of “control shares” of our Company acquired in a “control share acquisition” have no voting rights with respect to the control shares unless holders of
two-thirds
of our voting stock (excluding interested shares) consent. “Control shares” are shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors. A “control share acquisition” is the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer.In the case of the business combination provisions of the MGCL, we opted out by resolution of our board of directors. In the case of the control share provisions of the MGCL, we opted out pursuant to a provision in our amended and restated bylaws. However, our board of directors may by resolution elect to opt in to the business combination provisions of the MGCL. Further, we may opt in to the control share provisions of the MGCL in the future by amending our bylaws, which our board of directors can do without stockholder approval.
Maryland law, and our charter and amended and restated bylaws, also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
28
33
The ability of our board of directors to revoke our REIT status without stockholder approval may cause adverse consequences to our stockholders.
Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to be a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders.
Our board of directors may amend our investing and financing guidelines without stockholder approval, and, accordingly, you would have limited control over changes in our policies that could increase the risk that we default under our debt obligations or that could harm our business,financial condition, results of operations, and share price.
cash flows, or the market price of our common stock or preferred stock.
Although we are not required to maintain any particular leverage ratio, we intend, when appropriate, to employ prudent amounts of leverage and to use debt as a means of providing additional funds for the acquisition of our target assets and the diversification of our portfolio. Our organizational documents do not limit the amount or percentage of debt that we may incur, nor do they limit the types of properties that we may acquire or develop. The amount of leverage we will deploy for particular investments in our target assets will depend upon our management team’s assessment of a variety of factors, which may include the anticipated liquidity and price volatility of the target assets in our investment portfolio, the potential for losses, the availability and cost of financing the assets, our opinion of the creditworthiness of our financing counterparties, the health of the U.S. economy and commercial mortgage markets, our outlook for the level, slope and volatility of interest rates, the credit quality of our target assets and the collateral underlying our target assets. Our board of directors may alter or eliminate our current guidelines on investing and financing at any time without stockholder approval. Changes in our strategy or in our investing and financing guidelines could expose us to greater credit risk and interest rate risk and could also result in a more leveraged balance sheet. These factors could result in an increase in our debt service and could adversely affect our cash flow and our ability to make expected distributions to you. Higher leverage also increases the risk that we would default on our debt.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
Maryland law provides that a director or officer generally has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. As permitted by the MGCL, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:
actual receipt of an improper benefit or profit in money, property or services; or
active and deliberate dishonesty established by a final judgment and which is material to the cause of action.
In addition, our charter authorizes us to obligate our Company, and our amended and restated bylaws require us, to indemnify and pay or reimburse our present and former directors and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist under common law. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our Company, your ability to recover damages from such director or officer will be limited.
34
Table of ContentsITEM 1B. UNRESOLVED STAFF COMMENTS
General Risk Factors
We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties, which could have an adverse impact on our financial condition, results of operations, cash flows, or the market price of our common stock and preferred stock.
The properties in our portfolio are subject to various covenants and federal, state and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval or waivers from local officials or restrict our use of our properties and may require us to obtain approval from local officials of community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic or hazardous material abatement requirements. There can be no assurance that existing or future laws and regulatory policies, including federal laws or executive actions affecting the markets in which we operate, will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that could increase such delays or result in additional costs. Our growth strategy may be affected by our ability to obtain permits, licenses and zoning relief. Our failure to obtain such permits, licenses and zoning relief or to comply with applicable laws could have an adverse effect on our financial condition, results of operations, cash flows, or the market price of our common stock or preferred stock.
Climate change may adversely affect our business.
Climate change may result in extreme weather and changes in precipitation and temperature, all of which may result in physical damage or a decrease in demand for our properties located in the areas affected by these conditions. Should the impact of climate change be material in nature or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected. In addition, changes in federal and state legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties in order to comply with such regulations. The federal government has enacted, and some of the states and localities in which we operate may enact, certain climate change laws and regulations or have begun regulating carbon footprints and greenhouse gas emissions. Although these laws and regulations have not had any known material adverse effects on our business to date, they could result in substantial costs, including compliance costs, increased energy costs, retrofit costs and construction costs, including monitoring and reporting costs, and capital expenditures for environmental control facilities and other new equipment. Furthermore, our reputation could be negatively affected if we violate climate change laws or regulations. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations, related to climate change will affect our properties, business, results of operations and financial condition. Lastly, the physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes in global weather patterns, which could include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes. These impacts may adversely affect our properties, our business, financial condition and results of operations.
Litigation may result in unfavorable outcomes.
Like many real estate operators, we may be involved in lawsuits involving premises liability claims and alleged violations of landlord-tenant laws, which may give rise to class action litigation or governmental investigations. Any material litigation not covered by insurance, such as a class action, could result in us incurring substantial costs and harm our financial condition, results of operations, cash flows, or the market price of our common stock or preferred stock.
35
Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting.
The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, or otherwise adversely impact our financial condition, results of operations, cash flows, or the market price of our common stock or preferred stock, and our ability to satisfy our debt service obligations and to pay dividends and distributions to the holders of our common stock or preferred stock.
Our business and operations would suffer in the event of system failures.
Despite system redundancy and the implementation of security measures for our IT networks and related systems, our systems are vulnerable to damages from any number of sources, including computer viruses, energy blackouts, natural disasters, terrorism, war, and telecommunication failures. We rely on our IT networks and related systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and keeping of records, which may include personal identifying information of tenants and lease data. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential tenant information, such as individually identifiable information relating to financial accounts. Any failure to maintain proper function, security and availability of our IT networks and related systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could have a material adverse effect on our operations. As such, any of the foregoing events could have a material adverse effect on our financial condition, results of operations, cash flows, or the market price of our common stock or preferred stock.
We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.
We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments tooperations (including managing our building systems or those of our third-party providers that we rely on), and, in some cases, may be critical to the operations of certain of our tenants. There can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or other significant disruption involving our IT networks and related systems could, among other things:
e-mails,
persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to performday-to-day
result in unauthorized access to, destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, including personally identifiable and account information that could be used to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
result in unauthorized access to or changes to our financial accounting and reporting systems and related data;
result in our inability to maintain building systems relied on by our tenants;
36
require significant management attention and resources to remedy any damage that results;
subject us to regulatory penalties or claims for breach of contract, damages, credits, penalties or terminations of leases or other agreements; or
damage our reputation among our tenants and investors.
These events could have an adverse impact on our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
29
37
ITEM 2. | PROPERTIES |
As of December 31, 2019,2021, we owned 2526 office complexes comprised of 6561 office buildings with a total of approximately 5.86.2 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 December 31, 2019.
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 (20.8% of NRA) | Pima Center | 100.0 | % | 272 | 87.0 | % | $ | 27.19 | $ | 27.19 | $ | 6,431 | ||||||||||||||
SanTan | 100.0 | % | 267 | 91.7 | % | $ | 28.05 | $ | 28.05 | $ | 6,855 | |||||||||||||||
5090 N 40th St | 100.0 | % | 174 | 100.0 | % | $ | 29.28 | $ | 29.28 | $ | 5,108 | |||||||||||||||
Camelback Square | 100.0 | % | 174 | 78.8 | % | $ | 30.92 | $ | 30.92 | $ | 4,237 | |||||||||||||||
The Quad | 100.0 | % | 163 | 100.0 | % | $ | 28.85 | $ | 29.17 | $ | 4,703 | |||||||||||||||
Papago Tech | 100.0 | % | 163 | 86.7 | % | $ | 21.88 | $ | 21.88 | $ | 3,087 | |||||||||||||||
| Denver, CO (19.9%) | Cherry Creek | 100.0 | % | 356 | 100.0 | % | $ | 18.59 | $ | 19.31 | $ | 6,612 | ||||||||||||||
Circle Point | 100.0 | % | 272 | 94.3 | % | $ | 17.84 | $ | 31.72 | $ | 4,573 | |||||||||||||||
Denver Tech(4) | 100.0 | % | 381 | 62.7 | % | $ | 22.98 | $ | 27.80 | $ | 5,264 | |||||||||||||||
Superior Pointe | 100.0 | % | 151 | 96.5 | % | $ | 17.81 | $ | 30.29 | $ | 2,602 | |||||||||||||||
| Tampa, FL (17.9%) | Park Tower | 94.8 | % | 471 | 92.4 | % | $ | 24.66 | $ | 24.66 | $ | 10,732 | ||||||||||||||
City Center | 95.0 | % | 242 | 93.1 | % | $ | 25.66 | $ | 25.66 | $ | 5,774 | |||||||||||||||
Intellicenter | 100.0 | % | 204 | 100.0 | % | $ | 23.99 | $ | 23.99 | $ | 4,881 | |||||||||||||||
Carillon Point | 100.0 | % | 124 | 100.0 | % | $ | 28.23 | $ | 28.23 | $ | 3,505 | |||||||||||||||
| Orlando, FL (12.4%) | Florida Research Park (5) | 96.6 | % | 397 | 92.9 | % | $ | 23.97 | $ | 27.51 | $ | 8,794 | ||||||||||||||
Central Fairwinds | 97.0 | % | 168 | 93.7 | % | $ | 25.50 | $ | 25.50 | $ | 4,019 | |||||||||||||||
Greenwood Blvd | 100.0 | % | 155 | 100.0 | % | $ | 22.75 | $ | 22.75 | $ | 3,527 | |||||||||||||||
| San Diego, CA (10.0%) | Sorrento Mesa | 100.0 | % | 296 | 85.3 | % | $ | 25.36 | $ | 33.36 | $ | 6,402 | ||||||||||||||
Mission City | 100.0 | % | 286 | 96.9 | % | $ | 35.53 | $ | 35.53 | $ | 9,845 | |||||||||||||||
| Dallas, TX (9.9%) | 190 Office Center | 100.0 | % | 303 | 89.5 | % | $ | 25.67 | $ | 25.67 | $ | 6,970 | ||||||||||||||
Lake Vista Pointe | 100.0 | % | 163 | 100.0 | % | $ | 16.00 | $ | 25.00 | $ | 2,613 | |||||||||||||||
2525 McKinnon | 100.0 | % | 111 | 92.5 | % | $ | 28.15 | $ | 45.15 | $ | 2,899 | |||||||||||||||
| Portland, OR (5.6%) | AmberGlen | 76.0 | % | 201 | 96.9 | % | $ | 21.69 | $ | 24.28 | $ | 4,227 | ||||||||||||||
Cascade Station | 100.0 | % | 128 | 100.0 | % | $ | 26.61 | $ | 27.98 | $ | 3,393 | |||||||||||||||
| Seattle, WA (3.5%) | Canyon Park | 100.0 | % | 207 | 100.0 | % | $ | 21.20 | $ | 29.20 | $ | 4,384 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
| Total / Weighted Average—December 31, 2019(3) |
| 5,829 | 91.9 | % | $ | 24.60 | $ | 27.54 | $ | 131,437 | ||||||||||||||||
|
|
|
| |||||||||||||||||||||||
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 (19.6% of NRA) | Pima Center | 100.0 | % | 272 | 68.0 | % | $ | 28.21 | $ | 28.21 | $ | 5,214 | ||||||||||||||
SanTan | 100.0 | % | 267 | 97.5 | % | $ | 29.73 | $ | 29.73 | $ | 7,727 | |||||||||||||||
5090 N. 40 th St | 100.0 | % | 176 | 91.1 | % | $ | 30.76 | $ | 30.76 | $ | 4,921 | |||||||||||||||
Camelback Square | 100.0 | % | 172 | 81.3 | % | $ | 32.68 | $ | 32.68 | $ | 4,562 | |||||||||||||||
The Quad | 100.0 | % | 163 | 97.4 | % | $ | 30.65 | $ | 30.97 | $ | 4,866 | |||||||||||||||
Papago Tech | 100.0 | % | 163 | 96.3 | % | $ | 23.55 | $ | 23.55 | $ | 3,690 | |||||||||||||||
Tampa, FL (17.0%) | Park Tower | 94.8 | % | 472 | 74.5 | % | $ | 26.95 | $ | 26.95 | $ | 9,487 | ||||||||||||||
City Center | 95.0 | % | 243 | 83.6 | % | $ | 27.61 | $ | 27.61 | $ | 5,605 | |||||||||||||||
Intellicenter | 100.0 | % | 204 | 100.0 | % | $ | 25.09 | $ | 25.09 | $ | 5,105 | |||||||||||||||
Carillon Point | 100.0 | % | 124 | 88.0 | % | $ | 29.33 | $ | 29.33 | $ | 3,207 | |||||||||||||||
Denver, CO (13.1%) | Denver Tech | 100.0 | % | 381 | 93.2 | % | $ | 23.58 | $ | 27.69 | $ | 8,280 | ||||||||||||||
Circle Point | 100.0 | % | 272 | 74.6 | % | $ | 19.22 | $ | 33.08 | $ | 3,899 | |||||||||||||||
Superior Pointe | 100.0 | % | 152 | 86.9 | % | $ | 18.29 | $ | 31.29 | $ | 2,410 | |||||||||||||||
Dallas, TX (12.2%) | 190 Office Center | 100.0 | % | 303 | 76.1 | % | $ | 26.64 | $ | 26.64 | $ | 6,148 | ||||||||||||||
The Terraces | 100.0 | % | 173 | 95.9 | % | $ | 37.70 | $ | 57.70 | $ | 6,241 | |||||||||||||||
Lake Vista Pointe | 100.0 | % | 163 | 100.0 | % | $ | 17.00 | $ | 26.00 | $ | 2,777 | |||||||||||||||
2525 McKinnon | 100.0 | % | 111 | 93.0 | % | $ | 28.91 | $ | 47.91 | $ | 2,994 | |||||||||||||||
Orlando, FL (11.7%) | Florida Research Park | 96.6 | % | 397 | 91.5 | % | $ | 23.71 | $ | 27.79 | $ | 8,589 | ||||||||||||||
Central Fairwinds | 97.0 | % | 168 | 90.3 | % | $ | 26.00 | $ | 26.00 | $ | 3,949 | |||||||||||||||
Greenwood Blvd | 100.0 | % | 155 | 100.0 | % | $ | 23.75 | $ | 23.75 | $ | 3,682 | |||||||||||||||
Portland, OR (5.4%) | AmberGlen | 76.0 | % | 203 | 98.4 | % | $ | 22.90 | $ | 25.80 | $ | 4,564 | ||||||||||||||
Cascade Station | 100.0 | % | 128 | 95.5 | % | $ | 28.12 | $ | 30.13 | $ | 3,424 | |||||||||||||||
San Diego, CA (4.6%) | Mission City | 100.0 | % | 281 | 88.1 | % | $ | 37.52 | $ | 37.52 | $ | 9,300 | ||||||||||||||
Seattle, WA (3.3%) | Canyon Park | 100.0 | % | 207 | 100.0 | % | $ | 22.49 | $ | 26.49 | $ | 4,650 | ||||||||||||||
Total / Weighted Average—Excluding Recent Acquisitions in Lease-Up (3) | 5,350 | 88.4 | % | $ | 26.53 | $ | 29.90 | $ | 125,291 | |||||||||||||||||
Raleigh, NC (8.1%) | Bloc 83 | 100.0 | % | 495 | 62.3 | % | $ | 36.13 | $ | 36.89 | $ | 11,133 | ||||||||||||||
Phoenix, AZ (5.0%) | Block 23 | 100.0 | % | 307 | 62.0 | % | $ | 21.12 | $ | 29.79 | $ | 4,022 | ||||||||||||||
Total / Weighted Average—December 31, 2021 (3) | 6,152 | 84.9 | % | $ | 26.93 | $ | 30.34 | $ | 140,446 | |||||||||||||||||
| (1) | Annualized gross rent per square foot includes adjustment for estimated expense reimbursements of triple net leases for the year ended December 31, |
| (2) | Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month ended December 31, |
| (3) | Averages weighted based on the property’s NRA, adjusted for occupancy. Including contracted leases, occupancy was 80.7% at Bloc 83 and 94.5% at Block 23 as of December 31, 2021. |
|
|
30
38
Lease Maturity Profile
The chart below sets out the percentage of NRA of our properties subject to lease expiration during the periods shown without regard to renewal options.
Lease Maturity Schedule
(1)
| (1) | Percentage represents the NRA of the leases divided by the total NRA of the portfolio, as of December 31, |
| (2) |
6.0% represents the leases under contract but not yet in occupancy as of December 31, |
The following table sets forth the lease expirations for leases in place in our properties as of December 31, 2019,2021, plus available space, for each of the calendar years ending December 31, 20202022 to December 31, 2029,2031 and thereafter. The information set forth in the table assumes that tenants exercise no renewal options and do not exercise early termination rights. Leases in place have a weighted average term to maturity of 4.44.9 years.
Year of Lease Expiration | Number of Leases Expiring | NRA of Expiring Leases (000s) | Percentage of NRA | Annualized Base Rent(1) (000s) | Percentage of Total Properties Rent | Annualized Base Rent per Leased Square Foot Expiring(2) | Annualized Base Rent (including Rent Abatement at Dec 31, 2019) | Annualized Base Rent per Leased Square Foot Expiring (Including Rent Abatement at Dec 31, 2019) | ||||||||||||||||||||||||
Vacant | — | 367 | 6.3 | % | — | — | — | — | — | |||||||||||||||||||||||
Contracted | — | 102 | 1.8 | % | — | — | — | — | — | |||||||||||||||||||||||
2020 | 51 | 420 | 7.2 | % | 10,589 | 8.1 | % | 25.21 | 10,540 | 25.10 | ||||||||||||||||||||||
2021 | 68 | 819 | 14.1 | % | 20,051 | 15.3 | % | 24.48 | 19,753 | 24.12 | ||||||||||||||||||||||
2022 | 54 | 730 | 12.5 | % | 18,979 | 14.4 | % | 26.00 | 18,877 | 25.86 | ||||||||||||||||||||||
2023 | 57 | 752 | 12.9 | % | 20,155 | 15.3 | % | 26.80 | 19,951 | 26.53 | ||||||||||||||||||||||
2024 | 51 | 575 | 9.9 | % | 14,591 | 11.1 | % | 25.38 | 14,371 | 24.99 | ||||||||||||||||||||||
2025 | 26 | 397 | 6.8 | % | 10,118 | 7.7 | % | 25.49 | 9,170 | 23.10 | ||||||||||||||||||||||
2026 | 13 | 700 | 12.0 | % | 15,157 | 11.5 | % | 21.65 | 15,157 | 21.65 | ||||||||||||||||||||||
2027 | 5 | 348 | 6.0 | % | 7,778 | 5.9 | % | 22.35 | 7,211 | 20.72 | ||||||||||||||||||||||
2028 | 11 | 259 | 4.4 | % | 5,892 | 4.5 | % | 22.75 | 5,745 | 22.18 | ||||||||||||||||||||||
2029 & Thereafter | 5 | 360 | 6.1 | % | 8,127 | 6.2 | % | 22.58 | 5,782 | 16.06 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total/Weighted Average | 341 | 5,829 | 100.0 | % | $ | 131,437 | 100.0 | % | $ | 24.60 | $ | 126,557 | $ | 23.61 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Year of Lease Expiration | Number of Leases Expiring | NRA of Expiring Leases (000s) | Percentage of NRA | Annualized Base Rent (1 ) (000s) | Percentage of Total Properties Rent | Annualized Base Rent per Leased Square Foot Expiring (2) | Annualized Base Rent (including Rent Abatement at Dec 31, 2021) | Annualized Base Rent per Leased Square Foot Expiring (Including Rent Abatement at Dec 31, 2021) | ||||||||||||||||||||||||
Vacant | — | 556 | 9.1 | % | — | — | — | — | — | |||||||||||||||||||||||
Contracted | — | 369 | 6.0 | % | — | — | — | — | — | |||||||||||||||||||||||
2022 | 56 | 702 | 11.4 | % | 20,561 | 14.6 | % | 29.29 | 20,561 | 29.29 | ||||||||||||||||||||||
2023 | 67 | 828 | 13.5 | % | 22,368 | 15.9 | % | 27.01 | 22,233 | 26.85 | ||||||||||||||||||||||
2024 | 61 | 477 | 7.8 | % | 12,835 | 9.1 | % | 26.91 | 12,749 | 26.73 | ||||||||||||||||||||||
2025 | 39 | 450 | 7.3 | % | 11,789 | 8.4 | % | 26.20 | 11,590 | 25.76 | ||||||||||||||||||||||
2026 | 27 | 429 | 7.0 | % | 10,946 | 7.8 | % | 25.52 | 10,777 | 25.12 | ||||||||||||||||||||||
2027 | 27 | 647 | 10.5 | % | 16,486 | 11.7 | % | 25.48 | 15,400 | 23.80 | ||||||||||||||||||||||
2028 | 17 | 339 | 5.5 | % | 8,095 | 5.8 | % | 23.88 | 8,095 | 23.88 | ||||||||||||||||||||||
2029 | 14 | 501 | 8.1 | % | 14,376 | 10.2 | % | 28.69 | 14,376 | 28.69 | ||||||||||||||||||||||
2030 | 8 | 91 | 1.5 | % | 2,959 | 2.1 | % | 32.52 | 2,777 | 30.52 | ||||||||||||||||||||||
2031 & Thereafter | 10 | 763 | 12.3 | % | 20,031 | 14.4 | % | 26.25 | 17,926 | 23.49 | ||||||||||||||||||||||
Total / Weighted Average | 326 | 6,152 | 100.0 | % | $ | 140,446 | 100.0 | % | $ | 26.93 | $ | 136,484 | $ | 26.11 | ||||||||||||||||||
| (1) | Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month of December 31, |
| (2) | Annualized rent per leased square foot expiring reflects rental payments for the month of December 31, |
31
39
ITEM 3. | LEGAL PROCEEDINGS |
We and our subsidiaries are, from time to time, parties to litigation arising from the ordinary course of their business. We are not presently subject to any material litigation nor, to our knowledge, is any other litigation threatened against us, other than routine actions for negligence or other claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on our liquidity, results of operations or business or financial condition.
ITEM 4. | MINE SAFETY DISCLOSURES |
Not Applicable.
32
40
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market Information
Our common stock has been listed on the NYSE under the symbol “CIO” since April 15, 2014. Prior to that time, there was no public market for our common stock.
On February 24, 2020,18, 2022, the closing sale price of our common stock on the NYSE was $13.72.$17.81. American Stock Transfer & Trust Company, LLC is the transfer agent and registrar for our common stock. On February 24, 2020,18, 2022, we had 5545 holders of record of our common stock. This figure does not represent the actual number of beneficial owners of our common stock because shares of our common stock are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares.
We generally intend to continue to declare quarterly distributionsdividends on our common stock.stock, subject to the Board’s discretion and applicable law. The actual amount and timing of distributions,dividends, however, will be at the discretion of our board of directors and will depend upon our financial condition in addition to the requirements of the Code, and no assurance can be given as to the amounts or timing of future distributions. See “Distribution Policy.”
distributions, if any. From time to time, our board of directors may approve the repurchase of our shares of common stock or Series A Preferred Stock, par value $0.01 per share, through open market purchases or otherwise.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by Item 5 is incorporated by reference to our definitive Proxy Statement for our 20202022 annual stockholders’ meeting.
33
41
Stock Performance Graph
The following graph sets forth the five-year cumulative stockholder return (assuming reinvestment of dividends) to our stockholders, during the period April 21, 2014, the date our common stock began trading on the NYSE, through December 31, 2019, as well as the corresponding returns on an overall stock market index (Russell 2000 Index) and atwo peer group indexindexes (MSCI US REIT Index and Dow Jones U.S. Real Estate Office Index). The stock performance graph assumes that $100 was invested on April 21, 2014.December 31, 2016. Historical total stockholder return is not necessarily indicative of future results. The MSCI US REIT Index consists of equity REITs that are included in the MSCI US Investible Market 2500 Index, except for specialty equity REITs that do not generate a majority of their revenue and income from real estate rental and leasing operations. The Dow Jones U.S. Real Estate Index consists of publicly traded U.S. office REITs.
We have included the MSCI US REIT Index and the Dow Jones U.S. Real Estate Office Index because we believe that iteach is representative of the industry in which we compete and, therefore, each is relevant to an assessment of our performance.
Issuer Repurchases of Equity Securities
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.42
Share repurchase activity under our share repurchase plans, on a trade date basis, for the three months ended December 31, 2021, was as follows:
Issuer Purchases of Equity Securities | ||||||||||||||||
Period | Total Number of Shares of Common Stock Purchased | Average Price Paid per Share of Common Stock Repurchased | Total Number of Shares of Common Stock Purchased as Part of Share Repurchase Plans | Approximate Dollar Value of Shares of Common Stock that May Yet Be Purchased Under the Share Repurchase Plans (1) (thousands) | ||||||||||||
October 1 – 31, 2021 | — | $ | — | — | $ | 50,000 | ||||||||||
November 1 – 30, 2021 | — | — | — | 50,000 | ||||||||||||
December 1 – 31, 2021 | — | — | — | 50,000 | ||||||||||||
Total | — | $ | — | — | $ | 50,000 | ||||||||||
| (1) | Represents approximate dollar value of shares that could have been purchased under the plans in effect at the end of the month. |
There were no shares repurchased during the year ended December 31, 2021. During the year ended December 31, 2020, the Company completed the repurchase of 11,363,851 shares of its common stock for approximately $100.0 million. There were no shares repurchased during the year ended December 31, 2019.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis[RESERVED]
43
City Office REIT, Inc.
(In thousands, except per share data)
| Years Ended December 31, | ||||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
Statement of Operations Data | ||||||||||||||||||||
Rental and other revenues | $ | 156,297 | $ | 129,484 | $ | 106,487 | $ | 72,461 | $ | 55,052 | ||||||||||
Operating expenses: | ||||||||||||||||||||
Property operating expenses | 57,316 | 49,872 | 42,886 | 28,305 | 20,420 | |||||||||||||||
General and administrative | 11,066 | 8,137 | 6,792 | 6,429 | 3,728 | |||||||||||||||
Depreciation and amortization | 59,159 | 52,352 | 41,594 | 30,178 | 21,624 | |||||||||||||||
Impairment of real estate | — | 3,497 | — | — | — | |||||||||||||||
Acquisition costs | — | — | — | 692 | 2,959 | |||||||||||||||
Base management fee | — | — | — | 109 | 1,302 | |||||||||||||||
External advisor acquisition | — | — | — | 7,045 | 492 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total operating expenses | 127,541 | 113,858 | 91,272 | 72,758 | 50,525 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Operating income/(loss) | 28,756 | 15,626 | 15,215 | (297 | ) | 4,527 | ||||||||||||||
Interest expense, net | (29,726 | ) | (23,937 | ) | (20,173 | ) | (14,761 | ) | (11,353 | ) | ||||||||||
Net gain on sale of real estate property | 3,412 | 46,980 | 12,116 | 15,934 | — | |||||||||||||||
Change in fair value of contingent consideration | — | — | 2,000 | — | — | |||||||||||||||
Change in fair value ofearn-out | — | — | — | (500 | ) | (841 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net income/(loss) | 2,442 | 38,669 | 9,158 | 376 | (7,667 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Less: | ||||||||||||||||||||
Net income attributable tonon-controlling interests in properties | (644 | ) | (501 | ) | (3,402 | ) | (354 | ) | (500 | ) | ||||||||||
Net (income)/loss attributable to Operating Partnership unitholders’non-controlling interests | — | — | — | (865 | ) | 1,576 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net income/(loss) attributable to the Company | 1,798 | 38,168 | 5,756 | (843 | ) | (6,591 | ) | |||||||||||||
Preferred stock distributions | (7,420 | ) | (7,420 | ) | (7,411 | ) | (1,781 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net (loss)/income attributable to common stockholders | $ | (5,622 | ) | $ | 30,748 | $ | (1,655) | $ | (2,624) | $ | (6,591) | |||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net (loss)/income per common share—basic and diluted | $ | (0.13) | $ | 0.82 | $ | (0.05) | $ | (0.13) | $ | (0.53) | ||||||||||
Dividend distributions declared per common share | $ | 0.94 | $ | 0.94 | $ | 0.94 | $ | 0.94 | $ | 0.94 | ||||||||||
Balance Sheet Data (as of end of period): | ||||||||||||||||||||
Real estate properties, net of accumulated depreciation | $ | 1,007,338 | $ | 935,163 | $ | 728,067 | $ | 550,324 | $ | 354,880 | ||||||||||
Total assets | 1,228,474 | 1,100,431 | 896,489 | 661,494 | 440,207 | |||||||||||||||
Debt | 607,250 | 645,354 | 489,509 | 370,057 | 341,278 | |||||||||||||||
Total liabilities | 679,342 | 702,054 | 536,657 | 405,435 | 366,487 | |||||||||||||||
Total stockholders’ equity | 548,008 | 397,413 | 359,624 | 254,202 | 65,845 | |||||||||||||||
Non-controlling interests in properties | 1,124 | 964 | 208 | 1,749 | (675 | ) | ||||||||||||||
Operating Partnership unitholders’non-controlling interests | — | — | — | 108 | 8,550 | |||||||||||||||
Total equity | 549,132 | 398,377 | 359,832 | 256,059 | 73,720 | |||||||||||||||
Other Data | ||||||||||||||||||||
Cash flows from/(to) | ||||||||||||||||||||
Operating activities | $ | 49,499 | $ | 42,187 | $ | 36,553 | $ | 19,147 | $ | 14,163 | ||||||||||
Investing activities | (81,922 | ) | (197,309 | ) | (243,298 | ) | (216,235 | ) | (175,471 | ) | ||||||||||
Financing activities | 86,801 | 153,253 | 212,108 | 203,425 | 138,667 | |||||||||||||||
35
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
2020.The following discussion and analysis is based on, and should be read in conjunction with, the consolidated financial statements and the related notes thereto of the City Office REIT, Inc. for the years ended December 31, 20192021 and December 31, 2018.
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,“Operating Partnership”, except where it is clear from the context that the term only means City Office REIT, Inc.
This management’s discussion and analysis of financial condition and results of operations (this “MD&A”) contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with those statements. Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including, but not limited to, those in “Risk Factors” and included in other portions of this document.
Annual Report on Form10-K.
You should read the following MD&A in conjunction with the historical consolidated financial statements, and notes thereto, included elsewhere in this Report. Annual Report on Form20172019 as compared to fiscal year 2018,2020, which can be found in the MD&A section in the Company’s annual report on Form2018,2020, filed with the U.S. Securities and Exchange Commission on February 27, 2019.
10-K.
We have omitted from this MD&A a detailed discussion of the year-over-year changes from the Company’s fiscal year 10-K
for the year ended December 31, 25, 2021.
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.
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’spartnership 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 qualify as a REIT under 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 any applicable alternative minimum tax.
On February 7, 2019,10, 2021, the Company sold the Plaza 25Cherry Creek property in Denver, Colorado for $17.9 million. No gain or loss was recognized on the sale as the property was carried at fair value less cost to sell on the datea gross sales price of disposition.
36
On February 25, 2019, the Company, through a wholly owned subsidiary of the Operating Partnership, closed on the acquisition of Canyon Park, a 206,771 square foot property in Seattle, Washington, for $63.0 million.
On May 7, 2019, the Company sold the 10455 Pacific Center building of the Sorrento Mesa property in San Diego, California for $16.5$95.0 million, resulting in an aggregate gain of $0.5$47.4 million net of disposal-related costs, which has been classified as net gain on sale of real estate property in the consolidated statements of operations.
44
On June 13, 2019,May 10, 2021, the Company, through a wholly owned subsidiary of the Operating Partnership, closed on the acquisition of Cascade Station,two properties, totaling 102,962 square feet in San Diego, California for $43.3 million.
On December 2, 2021, the Company sold the Sorrento Mesa portfolio in San Diego, California for a 127,508 square footgross sales price of $576.0 million, resulting in an aggregate gain of $429.3 million net of disposal-related costs, which has been classified as a net gain on sale of real estate property in Portland, Oregon, for $32.5 million.
the consolidated statements of operations.
On September 5, 2019,December 6, 2021, the Company, through a wholly owned subsidiary of the Operating Partnership, closed on the acquisition of 7601 Tech,Block 23, a 191,368307,030 square foot property in Denver, Colorado,Phoenix, Arizona, for $48.8$150.0 million.
On October 7, 2019,December 9, 2021, the Company, completedthrough a public offering pursuant to whichwholly owned subsidiary of the Operating Partnership, closed on the acquisition of The Terraces, a 172,639 square foot property in Dallas, Texas, for $133.5 million.
On December 31, 2021, the Company, sold 6,900,000 shares of its common stock, inclusivethrough a wholly owned subsidiary of the overallotment option. The Company raised $95.6 million in gross proceeds, resulting in net proceeds toOperating Partnership, closed on the Companyacquisition of approximately $94.1 million after deducting underwriting discounts and offering expenses.
On December 12, 2019, the Company sold the Logan TowerBloc 83, a 495,010 square foot property in Denver, ColoradoRaleigh, North Carolina, for $12.6 million, resulting in an aggregate gain of $2.9 million net of disposal-related costs, which has been classified as net gain on sale of real estate property in the consolidated statements of operations.
During the year ended December 31, 2019, the Company issued 8,000,000 shares of common stock under itsat-the-market offering program (the “ATM Program”). The Company raised $106.5 million in aggregate gross proceeds, resulting in aggregate net proceeds to the Company of approximately $104.8 million after deducting sales commissions and offering expenses.
$330.0 million.
Indebtedness
On February 25, 2019, the Company closed on a $41.0 million loan secured by a first mortgage lien on the Canyon Park property in Seattle, Washington. The mortgage loan anticipated repayment date is March 2027. Interest is payable at a fixed rate of 4.30% per annum.
On June 13, 2019, the Company assumed a $22.5 million loan secured by a first mortgage lien on the Cascade Station property in Portland, Oregon. The mortgage loan matures in May 2024. Interest is payable at a fixed rate of 4.55% per annum.
On August 30, 2019, the Company closed on a loan modification agreement reducing the interest rate from 4.60% to 3.15% per annum on the Greenwood Blvd property in Orlando, Florida. The modification has the same maturity of December 2025 and loan amount of $22.4 million as the original agreement.
On August 30, 2019, the Company closed on a loan modification agreement reducing the interest rate from 3.85% to 3.10% per annum on the FRP Collection property in Orlando, Florida. The modification has the same maturity of September 2023 and loan amount of $30.9 million as the original agreement.
On August 30, 2019, the Company closed on a loan modification agreement reducing the interest rate from 3.50% to 3.10% per annum on the Carillon property in Tampa, Florida. The modification has the same maturity of October 2023 and loan amount of $17.1 million as the original agreement.
On September 24, 2019, the Company closed on a loan modification agreement reducing the interest rate from 4.00% to 3.15% per annum on the Central Fairwinds property in Orlando, Florida. The modification has the same maturity of June 2024 and loan amount of $18.0 million as the original agreement.
37
On September 27, 2019,November 16, 2021, the Company entered into aan Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) that provides for commitments of up to $300 million on the Unsecured Credit Facility and extends the term to November 2025. Combined with the Company’s existing five-year $50 million term loan (the “Term Loan”), increasing itsthe total authorized borrowings increased from $300 million to $350 million.
At December 31, 2021, the Company had $142.0 million outstanding under the Company’s unsecuredUnsecured Credit Facility and a $4.2 million letter of credit facility (the “Unsecuredto satisfy escrow requirements for a mortgage lender.
For additional information regarding these mortgage loans, 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 uponFacility, including the Company’s consolidated leverage ratio. In conjunction withfive-year $50 million term loan thereunder (the “Term Loan”) and the Term Loan, the Company also entered into arelated five-year interest rate swap for a notional amount of $50 million to which the Company is a party (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 rate30-day LIBOR payments.
For additional information regarding these mortgage loans, the Unsecured Credit Facility, the Term Loan and the Interest Rate Swap,, please refer to “Liquidity and Capital Resources” below.
Revenue Base
As of December 31, 2019,2021, we owned 2526 properties comprised of 6561 office buildings with a total of approximately 5.86.2 million square feet of net rentable area (“NRA”). As of December 31, 2019,2021, our properties were approximately 91.9%84.9% leased.
Office Leases
Historically, most leases for our properties werehave 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”,“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 theCanyon Park, Lake Vista Pointe, Superior Pointe, The Terraces and 2525 McKinnon Sorrento Mesa and Canyon Park properties have triple net leases. Certain tenants at AmberGlen, Cherry Creek, Superior Pointe,Block 23, Bloc 83, Florida Research Park, Circle Point, The Quad, Cascade Station and Denver Tech have leases on a triple net basis. We are also a lessor for a fee simple ground lease at the AmberGlen property. All of ourOur remaining leases are predominately full-service gross leases.
45
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 volatile 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 have 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 2021 was significantly lower than
pre-pandemic
usage. Usage of our assets in the near future depends on the duration of the pandemic, the continued implementation and effectiveness ofCOVID-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 year ended December 31, 2021, as a result ofCOVID-19
or governmental or tenant actions in response thereto, the Company granted rent relief to five tenants comprising approximately 0.2% of the Company’s occupied NRA, most often in the form of rent abatement. Although the rent abatements granted to date did not have a material impact on our 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 collected over 99% of contractually required base rents from our tenants for both the three months and fiscal year ended December 31, 2021. We granted rent relief for another approximately 0.1% of contractually required base rent from our tenants for both the three months and fiscal year ended December 31, 2021. We have developed dedicated teams and processes to evaluate
non-payments
and rent relief requests. We may incur additional 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 theCOVID-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, and we believe it will continue to be impacted by the
COVID-19
pandemic 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 potentially impact the pricing and competitiveness for lease office space in our markets.We believe economic conditions, leasing activity and acquisition prospects have improved substantially since the initial onset 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 theCOVID-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. As certain restrictions are lifted in various geographical locations through the U.S., we will continue to monitor46
and actively manage our response in collaboration with tenants, government officials and other third parties. Additional information about our response to the
COVID-19
pandemic and the impact on our business is included elsewhere in this MD&A.Business and Strategy
We focus on owning and acquiring office properties in our target markets.footprint of growth markets in the Southern and Western United States. Our target markets generally possess what we believe are favorable economic growth trends, growing populations with above-average employment growth forecasts, a large number of government offices, large international, national and regional employers across diversified industries, are generallyexhibit favorable occupancy trends.a high quality of life. We believe these characteristics have made our markets particularly desirable in light ofoperatorsproperty and our investment partnersleasing managers to identify acquisition opportunities that we believe will offer cash flow stability and long-term value appreciation.
low-cost
centers for business operations and COVID-19,
as evidenced by domestic net migration generally towards our geographic footprint. We utilize our management’s market-specific knowledge and relationships as well as the expertise of local real estate 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
38
to maintain or increase rental rates at our properties. We believe that the average rental rates for our portfolio of properties are generallyin-lineor 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 theCOVID-19pandemic, that impair our ability to renew orre-letspace 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.
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.
TheCOVID-19pandemic did not cause a material change in our operating expenses for the fiscal year ended December 31, 2021.
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 athe trend of positive population and economic growth and increasing interest ratesin our
18-hour
cities to continue, there is no way for us to predict whether these trends will continue, especially in light of the potential changes in tax policy, fiscal policy and monetary policy.Summary of Significant In addition, it is uncertain and impossible to estimate the potential impact that the
COVID-19
pandemic will have on the short- and long-term demand for office space in our markets.Critical Accounting Policies
and Estimates
Basis of Preparation
The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the financial position and results of operations of the Company, the Operating Partnership and its subsidiaries. All significant intercompany transactions and balances have been eliminated on consolidation.
47
Use of Estimates
The Company has made a number of significant estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses to prepare these consolidated financial statements in conformity with GAAP. Significant estimates made include the recoverability of accounts receivable, allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed, the determination of impairment of long-lived assets and the useful lives of long-lived assets. These estimates and assumptions are based on our best estimates and judgment. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management adjusts such estimates when facts and circumstances dictate. Actual results could differ materially from those estimates.
Business Combinations
The fair value of the real estate acquired, which includes the impact of fair value adjustments for assumed mortgage debt related to property acquisitions, is allocated to the acquired tangible assets, consisting of land, building and improvements and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of
in-place
leases and value of tenant relationships, based in each39
case on their fair values. For acquisitions that do not meet the business combination accounting criteria, these are accounted for as asset acquisitions. The Company allocates the cost of the acquisition, which includes any associated acquisition costs to individual assets and liabilities assumed on a relative fair value basis. Also,non-controllinginterests acquired are recorded at estimated fair market value.
The fair value of the tangible assets of an acquired property (which includes land, building and improvements and fixtures and equipment) is determined by valuing the property as if it were vacant. Thevalue is then allocated to land and building and improvements based on our determination of relative fair values of these assets. Factors considered by us in performing these analyses include an estimate of carrying costs during the expected
“as-if-vacant”
lease-up
periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during the expectedlease-up
periods based on current market demand. We also estimate costs to execute similar leases including leasing commissions.The fair value of above-market and below-market lease values are recorded based on the difference between the current in place lease rent and our estimate of current market rents. Below-market lease intangibles are recorded as part lease intangibles liability and amortized into rental revenue over the
non-cancelable
periods and bargain renewal periods of the respective leases. Above-market leases are recorded as part of intangible assets and amortized as a direct charge against rental revenue over thenon-cancelable
portion of the respective leases.The fair value of acquired in place leases are recorded based on the costs we estimate we would have incurred to lease the property to the occupancy level of the property at the date of acquisition. Such estimates include the fair value of leasing commissions and legal costs that would be incurred to lease the property to this occupancy level. Additionally, we evaluate the time period over such occupancy level would be achieved and include an estimate of the net operating costs incurred during the
lease-up
period.Revenue Recognition
We recognize lease revenue on a straight-line basis over the term of the lease. Certain leases allow for the tenant to terminate the lease, but the tenant must make a termination payment as stipulated in the lease. If the termination payment is in such an amount that continuation of the lease appears, at the time of lease inception, to be reasonably assured, then we recognize revenue over the term of the lease. We have determined that for these leases, the termination payment is in such an amount that continuation of the lease appears, at the time of
48
inception, to be reasonably assured. We recognize lease termination fees as other revenue in the period received and write off unamortized lease-related intangible and other lease-related account balances, provided there are no further obligations by us under the lease. Otherwise, such fees and balances are recognized on a straight-line basis over the remaining obligation period with the termination payments being recorded as a component of rent receivable-deferred or deferred revenue on the consolidated balance sheets.
If we fund tenant improvements and the improvements are deemed to be owned by us, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. Tenant improvements are deferred and amortized on a straight-line basis over the terms of the respective lease. If we determine that the tenant allowances are lease incentives, we commence revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. The lease incentive is recorded as a deferred expense and amortized as a reduction of revenue on a straight-line basis over the respective lease term.
Recoveries from tenants for real estate taxes, insurance and other operating expenses are recognized as revenues in the period that the applicable costs are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. Final billings to tenants for real estate taxes, insurance and other operating expenses did not vary significantly as compared to the estimated receivable balances.
40
Leases
We determine if an arrangement is a lease at inception. Operating and financingassets and lease liabilities are included within other assets and other liabilities on the consolidated balance sheets.assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.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 we will exercise that option. For lease agreements with lease and
right-of-use
Right-of-use
Right-of-use
Right-of-use
non-lease
components, we account for the components as a single combined lease component.Impairment of Real Estate Properties
Long-lived assets currently in use are reviewed periodically for possible impairment and will be written down to fair value if considered impaired. Long-lived assets to be disposed of are written down to the lower of cost or fair value less the estimated cost to sell. We review our real estate properties for impairment when there is an event or a change in circumstances that indicates that the carrying amount may not be recoverable. We measure and record impairment losses and reduce the carrying value of properties when indicators of impairment are present and the expected undiscounted cash flows related to those properties are less than their carrying amounts. In cases in which we do not expect to recover our carrying costs on properties held for use, we reduce our carrying costs to fair value.
Recently Issued or Adopted Accounting Standards
Adopted in the Current Year
In February 2016,March 2020, the Financial Accounting Standards Board or FASB,(the “FASB”) established Topic 842, Leases,848, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, by issuing Accounting Standards Update (“ASU”)
No. 2016-02, which 2020-04
(“ASU2020-04”).
ASU2020-04
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 contracts49
affected by reference rate reform, if certain criteria are met, companies can elect to not remeasure contracts at the modification date or reassess a previous accounting conclusion. Companies can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met. Further, in January 2021, the FASB issued ASU
No. 2021-01,
Reference Rate Reform (Topic 848)(“ASU2021-01”).
ASU2021-01
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 ASU2021-01
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 ASU2020-04
and ASU2021-01
on its consolidated financial statements and may elect optional expedients in future periods as reference rate reform activities occur.In July 2021, the FASB issued ASUleasesa 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 theoperating leasedirect 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 requires lesseescan be applied either retrospectively to recognize leaseson-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by that commenced or were modified on or after the adoption of ASUTopic 842;leases that commence or are modified on or after the date that an entity first applies the amendments. The Company will adopt ASUNo. 2018-10, Codification Improvements to Topic 842, Leases; and ASUNo. 2018-11, Targeted Improvements.2019,2022. Historically our leases in which we are the Company adopted FASBlessor have been operating leases, and the adoption of ASU2016-02, Leases (ASC 842) and elected the effective date method for the transition. The Company elected the following practical expedients:is not expected to use the effective date as the date of initial application. Upon adoption, the Company did not have a cumulative-effect adjustment to the opening balance of retained earnings. Financial information and disclosures for periods before January 1, 2019 were not updated.
No. 2021-05
(“ASU2021-05”),
Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. ASU2021-05
requires lessors to classify pre-ASU
classification criteria, and sales-type or No. 2018-01, Land Easement Practical Expedient for Transition2016-02
or prospectively to Effective
2021-05
prospectively on January 1, Transition method practical expedient – permits the Company2021-05
Package of practical expedients – permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. This allowed the Company to continue classifying its leases at transition in substantially the same manner.
Single component practical expedient – permits the Company to not separate lease andnon-lease components of leases. Upon transition, rental income, expense reimbursement, and other were aggregated into a single line within rental and other revenuesmaterial impact on theour consolidated statement of operations.
Land easement practical expedient – permits the Company not to reassess under the new standard its prior conclusions about land easements.
41
Short-term lease practical expedient – permits the Company not to recognize leases with a term equal to or less than 12 months.
Lessor Accounting
The accounting for lessors under the new standard remained relatively unchanged with a few targeted updates impacting the Company, which included: (i) narrower definition of initial direct costs that requires certain costs to be expensed rather than capitalized, and (ii) provisions for uncollectible rents to be recorded as a reduction in revenue rather than as bad debt expense.
Lessee Accounting
The new standard requires lessees to recognize aright-of-use asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating at inception, with classification affecting the pattern and recording of expenses in the statement of operations. Upon transition, the Company recognizedright-of use assets and lease liabilities principally for its ground and office leases.
Results of Operations
Comparison of Year Ended December 31, 20192021 to Year Ended December 31, 2018
2020
Rental and Other Revenues.
period.
Operating Expenses
Total Operating Expenses.
42
or 12%1%, to $127.5$130.8 million for the year ended December 31, 2019,2021, from $113.9$129.4 million for the year ended December 31, 2018, primarily due to the acquisitions described above. Total operating expenses increased by $1.7 million, $4.1 million, $2.1 million, $2.9 million, $4.2 million, $2.4 million, $1.5 million and $1.3 million, respectively, from the acquisitions of Pima Center, Circle Point, The Quad, Greenwood Blvd, Camelback Square, Canyon Park, Cascade Station and 7601 Tech properties. Park Tower operating expenses also increased by $0.8 million due to the higher occupancy at that property. Washington Group Plaza operating expenses decreased by $0.8 million due to its sale in March 2018 and Plaza 25 operating expenses decreased by $6.4 million due to its sale in February 2019. Sorrento Mesa decreased by $3.0 million due to the sale of the 10455 Pacific Center building of the Sorrento Mesa property in May 2019.2020. General and administrative expenses increased by approximately $2.7$4.8 million over the prior year primarily
50
due to awas the result ofone-time expenses and accrualsemployee bonus accrual incurred as a result of the assignment fee income earnedSorrento Mesa portfolio sale in December 2021. Further increases were attributable to the acquisitions during the year ended December 31, 20192021, including the acquisition of Block 23 and The Terraces in December 2021 which contributed $0.5 million and $0.5 million, respectively. Total operating expenses for the balance relatedSorrento Mesa portfolio also increased by $0.4 million due in part to the acquisition of two additional buildings adjacent to our Sorrento Mesa portfolio in May 2021, partially offset by lower operating expenses from the existing buildings as a result of the sale of the Sorrento Mesa portfolio in December 2021. An increase of $0.8 million was attributable to the Denver Tech portfolio due to a combination of higher payroll costs.property operating expenses and depreciation and amortization. Offsetting these increases, the disposition of Cherry Creek resulted in a $4.5 million decrease in total operating expenses. The remaining operating expenses were modestly higherrelatively flat in comparison to the prior-year period primarily due to higher occupancy at our properties.
one-time
$3.5 million prior year.
Property Operating Expenses.
re-leasing
costs. Property operating expenses prior period resulting in a total increase of $0.9 million.
General and Administrative.
non-cash
stock-based compensation expenses. General and administrative expenses increased one-time
$3.5 million employee bonus accrual incurred as a result of the Sorrento Mesa portfolio sale in December 2021. The remaining increase is due to higher professional fees.Depreciation and Amortization.
Depreciation and Amortization. Depreciation and amortization increased $6.8prior year.
Other Expense (Income)
Interest Expense.
Impairment of Real Estate. Impairment of real estate was nil for the year ended December 31, 2019 compared to $3.5 million in the prior year.acquire Block 23, The impairment estimate was related to the write down of the book value of Plaza 25, which was held for sale as of December 31, 2018, to its expected sale price. In February 2019, the Company completed the sale of the Plaza 25 property.
43
Other Expense (Income)
Interest Expense. Interest expense increased $5.8 million, or 24%, to $29.7 million for the year ended December 31, 2019, from $23.9 million for the year ended December 31, 2018. The increase was primarily due toTerraces and Bloc 83 and thus did not have a significant impact on interest expense related to acquisitions. Interest expense for the Circle Point, The Quad, Greenwood Blvd, Canyon Park and Cascade Station property level debt increased by $1.2 million, $0.9 million, $1.0 million, $1.5 million and $0.5 million, respectively, and the interest on our Unsecured Credit Facility increased by $2.1 million as a result of acquisitions funded by borrowings thereunder, net of the repayments resulting from the proceeds of the equity raises during the year. These increases were partially offset by decreases of $0.2 million and $0.7 million, of debt of the Washington Group Plaza and Plaza 25, respectively, as a result of the sale of those properties and the extinguishment of its property level debt.
expense.
Net Gain on the Sale of Real Estate Property. Net
July 2020.
51
Cash Flows
Comparison of Period Ended December 31, 20192021 to Period Ended December 31, 2018
2020
Cash, cash equivalents and restricted cash were $87.5$42.3 million and $33.1$46.0 million as of December 31, 20192021 and December 31, 2018,2020, respectively.
Cash flow from operating activities.
capital due to the sale of the Sorrento Mesa portfolio and Cherry Creek.
Cash flow to investing activities.
Cash flow from financing activities.Net cash provided by financing activities decreased by $66.5 million to $86.8$27.8 million for the year ended December 31, 2019 compared to $153.3 million provided by the same period2020. The decrease in 2018. The decreasecash used in investing activities was primarily due to lower net proceeds from borrowings,acquisitions of real estate for the year ended December 31, 2021 compared to none for the year ended December 31, 2020, partially offset by higher proceeds from the sale of real estate in 2021 compared to 2020. The decrease was also due to lower additions to real estate properties in 2021 compared to 2020.
Cash flow to financing activities.
no repurchases of our common stock for the year ended December 31, 2021, partially offset by higher net proceeds from borrowings in 2020 compared to 2021.
Liquidity and Capital Resources
Analysis of Liquidity and Capital Resources
We had approximately $70.1$21.3 million of cash and cash equivalents and $17.4$20.9 million of restricted cash as of December 31, 2019.
2021.
On March 15, 2018, the Company entered into acredit agreement (the “Credit Agreement”) for 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. On November 16, 2021, the Company entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) that provides for commitments of up to $300 million on the Unsecured Credit Facility. Our Unsecured Credit Facility matures in March 2022November 2025 and may be extended to March 202312 months at the Company’s option upon meeting certain conditions. Borrowings under our Unsecured Credit Facility bear an interest at a rate equal to the LIBOR rate plus a margin of between 140125 to 225 basis points depending upon the
44
Company’s consolidated leverage ratio. Combined with the Company’s five-year term loan, described further below (the “Term Loan”), the total authorized borrowings increased from $300 million to $350 million. As of December 31, 2019,2021, we had no amountsapproximately $142.0 million outstanding under our Unsecured Credit Facility and approximately $7.0$4.2 million of letters of credit to satisfy escrow requirements for mortgage lenders.
On September 27, 2019, the Company entered into the five-year 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 (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.52
On June 16, 2017, the Company and the Operating Partnership previously entered into the equity distribution agreements (collectively, the “Original“Initial Agreements”) with each of KeyBanc Capital Markets Inc., Raymond James & Associates, Inc. and BMO Capital Markets Corp. (collectively, the “Sales“Initial Sales Agents”), pursuant to which the Company may issue and sell from time to time shares of common stock and the Company’s 6.625% Series A Preferred Stock (the( “Series A Preferred Stock”) through the Initial Sales Agents, acting as agents or principals (the “ATM“Prior ATM Program”). On November 1, 2018, the Company and the Operating Partnership entered into amendments (the “Amendments”“Initial Amendments”) to the OriginalInitial Agreements (as amended by the Amendments, the “EDAs”“Prior EDAs”) with each of the Initial Sales Agents to increase the number of shares of common stock issuable under the Prior ATM Program. PursuantThe Company terminated the Prior EDAs effective February 25, 2020. The Company did not issue any shares of common stock or Series A Preferred Stock under the Prior ATM Program for the period beginning on January 1, 2020 through the date the Prior EDAs were terminated.
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 the terms of the EDAs,which the Company may issue and sell from time to time up to 8,000,00015,000,000 shares of common stock and up to 1,000,000 shares of Series A Preferred Stock through the Sales Agents, pursuantacting 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. Pursuant toProgram during the EDAs, the shares may be offered and sold through the Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange or, with the prior consent of the Company, in privately negotiated transactions. The Sales Agents will be entitled to compensation of up to 2.0% of the gross proceeds of shares sold through the Sales Agents from time to time under the EDAs. The Company has no obligation to sell any of the shares under the EDAs and may at any time suspend solicitations and offers under, or terminate, the EDAs. During thefiscal year ended December 31, 2019, the Company issued 8,000,000 shares of common stock under the ATM Program. The Company raised $106.5 million in aggregate gross proceeds, resulting in aggregate net proceeds to the Company of approximately $104.8 million after deducting sales commissions and offering expenses. During the year ended December 31, 2018, the Company issued 3,410,802 shares of common stock under the ATM Program pursuant to the Original Agreements. The Company raised $43.6 million in gross proceeds, resulting in net proceeds to us of approximately $42.9 million after deducting sales commissions and offering expenses. The Company terminated the EDAs effective February 25, 2020.
On October 7, 2019, the Company completed a public offering pursuant to which the Company sold 6,900,000 shares of its common stock, inclusive of the overallotment option. The Company raised $95.6 million in aggregate gross proceeds, resulting in aggregate net proceeds to the Company of approximately $94.1 million after deducting underwriting discounts and offering expenses.
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 of45
equity and debt securities. We also may fund property acquisitions andnon-recurringcapital 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.
53
Consolidated Indebtedness as of December 31, 2019
2021
As of December 31, 2019,2021, we had approximately $612.3$658.5 million of outstanding consolidated principal indebtedness, 91.8%70.8% of which is fixed rate debt. The following table sets forth information as of December 31, 20192021 with respect to our outstanding indebtedness (in thousands).
Property | December 31, 2019 | Interest Rate as of December 31, 2019(1) | Maturity | |||||||||
Unsecured Credit Facility(3)(4) | $ | — | LIBOR +1.40%(2) | March 2022 | ||||||||
Term Loan(4) | 50,000 | LIBOR +1.25%(2) | September 2024 | |||||||||
Midland Life Insurance(5) | 85,293 | 4.34 | May 2021 | |||||||||
Mission City | 47,000 | 3.78 | November 2027 | |||||||||
Canyon Park(6) | 40,950 | 4.30 | March 2027 | |||||||||
190 Office Center | 40,854 | 4.79 | October 2025 | |||||||||
Circle Point | 39,650 | 4.49 | September 2028 | |||||||||
SanTan | 34,053 | 4.56 | March 2027 | |||||||||
Intellicenter | 32,971 | 4.65 | October 2025 | |||||||||
The Quad | 30,600 | 4.20 | September 2028 | |||||||||
FRP Collection(7) | 28,969 | 3.10 | September 2023 | |||||||||
2525 McKinnon | 27,000 | 4.24 | April 2027 | |||||||||
Greenwood Blvd(7) | 22,425 | 3.15 | December 2025 | |||||||||
Cascade Station | 22,304 | 4.55 | May 2024 | |||||||||
5090 N 40th St | 22,000 | 3.92 | January 2027 | |||||||||
AmberGlen | 20,000 | 3.69 | May 2027 | |||||||||
Lake Vista Pointe | 17,717 | 4.28 | August 2024 | |||||||||
Central Fairwinds(8) | 17,534 | 3.15 | June 2024 | |||||||||
FRP Ingenuity Drive | 17,000 | 4.44 | December 2024 | |||||||||
Carillon Point(7) | 15,972 | 3.10 | October 2023 | |||||||||
|
| |||||||||||
Total principal | 612,292 | |||||||||||
Deferred financing costs, net | (5,660 | ) | ||||||||||
Unamortized fair value adjustments | 618 | |||||||||||
|
| |||||||||||
Total | $ | 607,250 | ||||||||||
|
| |||||||||||
Property | December 31, 2021 | Interest Rate as of December 31, 2021 (1) | Maturity | |||||||||
Unsecured Credit Facility (3)(4) | $ | 142,000 | LIBOR +1.30% (2) | November 2025 | ||||||||
Term Loan (3) | 50,000 | LIBOR +1.25% (2) | September 2024 | |||||||||
| Mission City | 47,000 | 3.78% | November 2027 | |||||||||
Canyon Park (5) | 40,381 | 4.30% | March 2027 | |||||||||
| Circle Point | 39,650 | 4.49% | September 2028 | |||||||||
| 190 Office Center | 39,581 | 4.79% | October 2025 | |||||||||
| SanTan | 32,807 | 4.56% | March 2027 | |||||||||
| Intellicenter | 31,883 | 4.65% | October 2025 | |||||||||
| The Quad | 30,600 | 4.20% | September 2028 | |||||||||
| FRP Collection | 27,535 | 3.10% | September 2023 | |||||||||
| 2525 McKinnon | 27,000 | 4.24% | April 2027 | |||||||||
| Greenwood Blvd | 21,920 | 3.15% | December 2025 | |||||||||
| Cascade Station | 21,581 | 4.55% | May 2024 | |||||||||
5090 N. 40 th St | 21,233 | 3.92% | January 2027 | |||||||||
| AmberGlen | 20,000 | 3.69% | May 2027 | |||||||||
| Lake Vista Pointe | 17,018 | 4.28% | August 2024 | |||||||||
| Central Fairwinds | 16,707 | 3.15% | June 2024 | |||||||||
| FRP Ingenuity Drive | 16,457 | 4.44% | December 2024 | |||||||||
| Carillon Point | 15,185 | 3.10% | October 2023 | |||||||||
| Total Principal | 658,538 | |||||||||||
| Deferred financing costs, net | (5,223 | ) | ||||||||||
| Unamortized fair value adjustments | 333 | |||||||||||
| Total | $ | 653,648 | ||||||||||
| (1) | All interest rates are fixed interest rates with the exception of the Unsecured Credit Facility (“Unsecured Credit Facility”) and the Term Loan (as defined herein), as explained in footnotes 3 and 4 below. |
| (2) | As of December 31, one-month LIBOR rate was |
| (3) |
|
46
In September 2019, the Company entered into a five-year $50 million Term Loan (the “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 |
| (4) | In March 2018, the Company entered into theCredit Agreementfor 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. On November 16, 2021, the Company entered into anAmended and Restated Credit Agreementfor the Unsecured Credit Facility that provides for commitments of up to $300 million. Combined with the Company’s existing five-year Term Loan, the total authorized borrowings increased from $300 million to $350 million. The Unsecured Credit Facility matures in November 2025 and may be extended 12 months 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 125 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of December 31, 2021, the Unsecured Credit Facility had $142.0 million drawn and $4.2 million of letters 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. |
54
| (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. |
|
|
Contractual Obligations and Other Long-Term Liabilities
The following table provides information with respect to our commitments as of December 31, 2019,2021, 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 | 2020 | 2021-2022 | 2023-2024 | More than 5 years | |||||||||||||||
Principal payments on mortgage loans | $ | 612,292 | $ | 6,279 | $ | 95,885 | $ | 173,253 | $ | 336,875 | ||||||||||
Interest payments(1) | 135,458 | 24,525 | 42,527 | 36,958 | 31,448 | |||||||||||||||
Tenant-related commitments | 10,509 | 9,140 | 1,369 | — | — | |||||||||||||||
Lease obligations | 30,173 | 560 | 1,669 | 1,264 | 26,680 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total | $ | 788,432 | $ | 40,504 | $ | 141,450 | $ | 211,475 | $ | 395,003 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Payments Due by Period | ||||||||||||||||||||
Contractual Obligations | Total | 2022 | 2023-2024 | 2025-2026 | More than 5 years | |||||||||||||||
| Principal payments on mortgage loans | $ | 658,538 | $ | 6,427 | $ | 173,275 | $ | 238,533 | $ | 240,303 | ||||||||||
Interest payments (1) | 96,544 | 22,368 | 40,914 | 25,451 | 7,811 | |||||||||||||||
| Tenant-related commitments | 30,100 | 30,100 | — | — | — | |||||||||||||||
| Lease obligations | 37,972 | 740 | 1,625 | 1,510 | 34,097 | |||||||||||||||
| Total | $ | 823,154 | $ | 59,635 | $ | 215,814 | $ | 265,494 | $ | 282,211 | ||||||||||
| (1) | Contracted interest on the floating rate |
Off-Balance Sheet Arrangements
As of December 31, 2019, we did not have anyoff-balance sheet arrangements.
Inflation
Substantially all of our office leases provide for separate real estate tax and operating expense escalations. In addition, most of the leases provide for fixed rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and expense reimbursements described above.
We believe that we are less susceptible to the negative economic effects that inflation may have on our industry than manydue to the presence of expense pass through provisions in our leases and the predominance of fixed contractual interest rates on our indebtedness.
Substantially all of our competitors, because 91.8%office leases include expense reimbursements that provide for property operating expense escalations. In addition, most of the leases provide for fixed rent increases.
As of December 31, 2021, 70.8% of our outstanding consolidated indebtedness had a fixed contractual interest rate at December 31, 2019. The entire balancerate. A portion of the variable rate debtbalance relates to the Term Loan against which we have applied the Interest Rate Swap. The Interest Rate Swap effectively fixes the100%78.4% of our debt hadwas fixed rate debt as of December 31, 2019.
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, 47
Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We use derivative financial instruments to manage or hedge interest rate risks related to borrowings. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based upon their credit rating and other factors. We have entered, and we will only enter into, contracts with major financial institutions based on their credit rating and other factors. See Note 7 to our consolidated financial statements in Item 15 of this Annual Report on Form
10-K
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.
55
The Financial Conduct Authority (the authority that regulates LIBOR) has announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR by June 30, 2023. The Alternative Reference Rates Committee (“AARC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to LIBOR for future use in derivatives and other financial contracts that are currently indexed to LIBOR. ARRC has proposed a paced market transition plan to SOFR from LIBOR and organizations are currently working on industry-wide and company specific transition plans as it relates to derivatives and cash markets exposed to LIBOR. We currently consider our interest rate exposure to be minimal because as of December 31, 2019,2021, approximately $562.3$466.5 million, or 91.8%70.8%, of our debt had fixed interest rates and $50$192.0 million, or 8.2%29.2%, had variable interest rates. The entire balance ofOf the $192.0 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 the100%78.4% of our debt hadwas fixed rate debt and 21.6% was variable rate debt as of December 31, 2019. A 10%2021. An increase of 1% in LIBOR would result in a $1.9 million increase to our annual interest costs by approximately $0.1 million on debt outstanding as of December 31, 2019,2021 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%1% decrease in LIBOR, assuming a rate floor of 0%, would result in a nominal decrease to our annual interest costs by approximately $0.1 million on debt outstanding as of December 31, 2019,2021 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.
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, 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.
The information required by this Item 8 areis included as a separate section ofin this Annual Report on Form10-K commencing on page 52 and are incorporated herein by reference.
10-K.
Refer to “Item 15. Exhibits, Financial Statement Schedules.”None.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rule
13a-15(e)
and15d-15(e)
under the Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the rules and regulations of the SEC and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating48
the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We have carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure
56
controls and procedures as of December 31, 2019,2021, the end of the period covered by this Annual Report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer have concluded, as of December 31, 2019,2021, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2019.
2021.
The effectiveness of our internal control over financial reporting as of December 31, 2019,2021, has been audited by KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this annual report, as stated in their report, appearing on page 54, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2019.
2021.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
57
PART III
|
On June 16, 2017, the Company and the Operating Partnership previously entered into the equity distribution agreements (collectively, the “Original Agreements”) with each of KeyBanc Capital Markets Inc., Raymond James & Associates, Inc. and BMO Capital Markets Corp., (collectively, the “Sales Agents”), pursuant to which the Company may issue and sell from time to time shares of common stock and the Company’s 6.625% Series A Preferred Stock through the Sales Agents, acting as agents or principals (the “ATM Program”). On November 1, 2018, the Company and the Operating Partnership entered into amendments (the “Amendments”) to
49
the Original Agreements (as amended by the Amendments, the “EDAs”) with each of the Sales Agents to increase the number of shares of common stock issuable under the ATM Program. During the year ended December 31, 2019, the Company issued 8,000,000 shares of common stock under the ATM Program. The Company raised $106.5 million in aggregate gross proceeds, resulting in aggregate net proceeds to the Company of approximately $104.8 million after deducting sales commissions and offering expenses. During the year ended December 31, 2018, the Company issued 3,410,802 shares of common stock under the ATM Program pursuant to the Original Agreements. The Company raised $43.6 million in gross proceeds, resulting in net proceeds to us of approximately $42.9 million after deducting sales commissions and offering expenses. The Company terminated the EDAs effective February 25, 2020.
50
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ITEM 11. | EXECUTIVE COMPENSATION |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Fees Paid to Independent Registered Public Accounting Firm
PART IV
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
58
CITY OFFICE REIT, INC.
ANNUAL REPORT ON FORM
10-K
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
| Page | ||||
52
59
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
City Office REIT, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of City Office REIT, Inc. (the Company) as of December 31, 20192021 and 2018,2020, the related consolidated statements of operations, comprehensive income, (loss), changes in equity, and cash flows for each of the years in the2019,2021, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192021 and 2018,2020, and the results of its operations and its cash flows for each of the years in the2019,2021, in conformity with U.S. generally accepted accounting principles.
three-year
period ended December 31, three-year
period ended December 31, We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 202025, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has adopted ASC 842, Leases, using the effective date method, under which the cumulative effect of initial application was recognized in retained earnings at January 1, 2019, the date of initial application.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
60
Evaluation of the estimated fair value of acquired land and buildings in an asset acquisition
As discussed in Notes 2 and 4 to the consolidated financial statements, the Company acquired $632,317 thousand of real estate properties during the year ended December 31, 2021, which have been accounted for as asset acquisitions. The cost of each acquisition, which includes any associated acquisition costs, is allocated to individual assets and liabilities assumed on a relative fair value basis. The fair value of the tangible assets of an acquired property (which includes land, buildings and improvements and fixtures and equipment) is determined by valuing the property as if it were vacant.
We identified the evaluation of the estimated fair value of acquired land and buildings in an asset acquisition as a critical audit matter. Subjective auditor judgment was required to evaluate the estimates of fair value used in the purchase price allocation which required the assistance of valuation professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the allocation of the purchase price for property acquisitions. This included controls related to the determination of the fair value of acquired land and buildings. We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the Company’s estimated fair value of the acquired land, by comparing the Company’s estimates to our independently identified range of market transactions of comparable land, and the estimated fair value of the acquired buildings, by comparing the Company’s estimates to our independently developed ranges of estimated replacement cost of the acquired buildings using market data such as industry guides used for developing replacement building values.
/s/ KPMG LLP
Chartered Professional Accountants
We have served as the Company’s auditor since 2013.
Vancouver, Canada
February 26, 2020
53
61
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
City Office REIT, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited City Office REIT, Inc.’s (the Company) internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20192021 and 2018,2020, the related consolidated statements of operations, comprehensive income, (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2019,2021, and the related notes and financial statement schedulesschedule III (collectively, the consolidated financial statements), and our report dated February 26, 202025, 2022 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
54
62
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Chartered Professional Accountants
Vancouver, Canada
February 26, 2020
55
63
Consolidated Balance Sheets
(In thousands, except par value and share data)
| December 31, | ||||||||
| 2019 | 2018 | |||||||
Assets | ||||||||
Real estate properties | ||||||||
Land | $ | 230,034 | $ | 223,789 | ||||
Building and improvement | 784,636 | 704,113 | ||||||
Tenant improvement | 94,218 | 77,426 | ||||||
Furniture, fixtures and equipment | 285 | 319 | ||||||
|
|
|
| |||||
| 1,109,173 | 1,005,647 | |||||||
Accumulated depreciation | (101,835 | ) | (70,484 | ) | ||||
|
|
|
| |||||
| 1,007,338 | 935,163 | |||||||
|
|
|
| |||||
Cash and cash equivalents | 70,129 | 16,138 | ||||||
Restricted cash | 17,394 | 17,007 | ||||||
Rents receivable, net | 32,112 | 26,095 | ||||||
Deferred leasing costs, net | 12,393 | 10,402 | ||||||
Acquired lease intangible assets, net | 67,533 | 75,501 | ||||||
Other assets | 17,061 | 2,755 | ||||||
Assets held for sale | 4,514 | 17,370 | ||||||
|
|
|
| |||||
Total Assets | $ | 1,228,474 | $ | 1,100,431 | ||||
|
|
|
| |||||
Liabilities and Equity | ||||||||
Liabilities: | ||||||||
Debt | $ | 607,250 | $ | 645,354 | ||||
Accounts payable and accrued liabilities | 28,786 | 25,892 | ||||||
Deferred rent | 6,593 | 5,331 | ||||||
Tenant rent deposits | 5,658 | 4,564 | ||||||
Acquired lease intangible liabilities, net | 8,194 | 8,887 | ||||||
Other liabilities | 22,794 | 11,148 | ||||||
Liabilities related to assets held for sale | 67 | 878 | ||||||
|
|
|
| |||||
Total Liabilities | 679,342 | 702,054 | ||||||
|
|
|
| |||||
Commitments and Contingencies (Note 10) | ||||||||
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 December 31, 2019 and 2018 respectively | 112,000 | 112,000 | ||||||
Common stock, $0.01 par value, 100,000,000 shares authorized, 54,591,047 and 39,544,073 shares issued and outstanding as of December 31, 2019 and 2018 respectively | 545 | 395 | ||||||
Additionalpaid-in capital | 577,131 | 377,126 | ||||||
Accumulated deficit | (142,383 | ) | (92,108 | ) | ||||
Accumulated other comprehensive income | 715 | — | ||||||
|
|
|
| |||||
Total Stockholders’ Equity | 548,008 | 397,413 | ||||||
Non-controlling interests in properties | 1,124 | 964 | ||||||
|
|
|
| |||||
Total Equity | 549,132 | 398,377 | ||||||
|
|
|
| |||||
Total Liabilities and Equity | $ | 1,228,474 | $ | 1,100,431 | ||||
|
|
|
| |||||
December 31, 2021 | December 31, 2020 | |||||||
Assets | ||||||||
Real estate properties | ||||||||
Land | $ | 204,801 | $ | 204,289 | ||||
Building and improvement | 1,244,177 | 777,184 | ||||||
Tenant improvement | 119,011 | 104,694 | ||||||
Furniture, fixtures and equipment | 664 | 642 | ||||||
| 1,568,653 | 1,086,809 | |||||||
Accumulated depreciation | (157,356 | ) | (131,220 | ) | ||||
| 1,411,297 | 955,589 | |||||||
Cash and cash equivalents | 21,321 | 25,305 | ||||||
Restricted cash | 20,945 | 20,646 | ||||||
Rents receivable, net | 30,415 | 32,968 | ||||||
Deferred leasing costs, net | 20,327 | 16,829 | ||||||
Acquired lease intangible assets, net | 68,925 | 44,143 | ||||||
Other assets | 28,283 | 15,758 | ||||||
Assets held for sale | 0 | 46,054 | ||||||
Total Assets | $ | 1,601,513 | $ | 1,157,292 | ||||
Liabilities and Equity | ||||||||
Liabilities: | ||||||||
Debt | $ | 653,648 | $ | 677,242 | ||||
Accounts payable and accrued liabilities | 27,101 | 25,414 | ||||||
Deferred rent | 11,600 | 7,295 | ||||||
Tenant rent deposits | 6,165 | 4,801 | ||||||
Acquired lease intangible liabilities, net | 10,872 | 6,035 | ||||||
Other liabilities | 21,532 | 18,099 | ||||||
Liabilities related to assets held for sale | 0 | 531 | ||||||
Total Liabilities | 730,918 | 739,417 | ||||||
Commitments and Contingencies (Note 10) | 0 | 0 | ||||||
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 December 31, 2021 and 2020 | 112,000 | 112,000 | ||||||
Common stock, $0.01 par value, 100,000,000 shares authorized, 43,554,375 and 43,397,117 shares issued and outstanding as of December 31, 2021 and 2020 respectively | 435 | 433 | ||||||
Additional paid-in capital | 482,061 | 479,411 | ||||||
Retained earnings/(accumulated deficit ) | 275,502 | (172,958 | ) | |||||
Accumulated other comprehensive loss | (382 | ) | (1,960 | ) | ||||
Total Stockholders’ Equity | 869,616 | 416,926 | ||||||
Non-controlling interests in properties | 979 | 949 | ||||||
Total Equity | 870,595 | 417,875 | ||||||
Total Liabilities and Equity | $ | 1,601,513 | $ | 1,157,292 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
56
64
Consolidated Statements of Operations
(In thousands, except per share data)
| Years Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
Rental and other revenues | $ | 156,297 | $ | 129,484 | $ | 106,487 | ||||||
Operating expenses: | ||||||||||||
Property operating expenses | 57,316 | 49,872 | 42,886 | |||||||||
General and administrative | 11,066 | 8,137 | 6,792 | |||||||||
Depreciation and amortization | 59,159 | 52,352 | 41,594 | |||||||||
Impairment of real estate | — | 3,497 | — | |||||||||
|
|
|
|
|
| |||||||
Total operating expenses | 127,541 | 113,858 | 91,272 | |||||||||
|
|
|
|
|
| |||||||
Operating income | 28,756 | 15,626 | 15,215 | |||||||||
Interest expense: | ||||||||||||
Contractual interest expense | (28,401 | ) | (22,316 | ) | (18,721 | ) | ||||||
Amortization of deferred financing costs and debt fair value | (1,325 | ) | (1,621 | ) | (1,452 | ) | ||||||
|
|
|
|
|
| |||||||
| (29,726 | ) | (23,937 | ) | (20,173 | ) | |||||||
Net gain on sale of real estate property | 3,412 | 46,980 | 12,116 | |||||||||
Change in fair value of contingent consideration | — | — | 2,000 | |||||||||
|
|
|
|
|
| |||||||
Net income | 2,442 | 38,669 | 9,158 | |||||||||
Less: | ||||||||||||
Net income attributable tonon-controlling interests in properties | (644 | ) | (501 | ) | (3,402 | ) | ||||||
|
|
|
|
|
| |||||||
Net income attributable to the Company | 1,798 | 38,168 | 5,756 | |||||||||
Preferred stock distributions | (7,420 | ) | (7,420 | ) | (7,411 | ) | ||||||
|
|
|
|
|
| |||||||
Net (loss)/income attributable to common stockholders | $ | (5,622 | ) | $ | 30,748 | $ | (1,655 | ) | ||||
|
|
|
|
|
| |||||||
Net (loss)/income per common share: | ||||||||||||
Basic | $ | (0.13 | ) | $ | 0.82 | $ | (0.05 | ) | ||||
|
|
|
|
|
| |||||||
Diluted | $ | (0.13 | ) | $ | 0.82 | $ | (0.05 | ) | ||||
|
|
|
|
|
| |||||||
Weighted average common shares outstanding: | ||||||||||||
Basic | 43,997 | 37,321 | 30,198 | |||||||||
|
|
|
|
|
| |||||||
Diluted | 43,997 | 37,670 | 30,198 | |||||||||
|
|
|
|
|
| |||||||
Dividend distributions declared per common share | $ | 0.940 | $ | 0.940 | $ | 0.940 | ||||||
|
|
|
|
|
| |||||||
Years Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Rental and other revenues | $ | 164,041 | $ | 160,840 | $ | 156,297 | ||||||
Operating expenses: | ||||||||||||
Property operating expenses | 58,005 | 58,312 | 57,316 | |||||||||
General and administrative | 15,489 | 10,690 | 11,066 | |||||||||
Depreciation and amortization | 57,317 | 60,367 | 59,159 | |||||||||
Total operating expenses | 130,811 | 129,369 | 127,541 | |||||||||
Operating income | 33,230 | 31,471 | 28,756 | |||||||||
Interest expense: | ||||||||||||
Contractual interest expense | (23,268 | ) | (26,363 | ) | (28,401 | ) | ||||||
Amortization of deferred financing costs and debt fair value | (1,332 | ) | (1,326 | ) | (1,325 | ) | ||||||
| (24,600 | ) | (27,689 | ) | (29,726 | ) | |||||||
Net gain on sale of real estate property | 476,651 | 1,347 | 3,412 | |||||||||
Net income | 485,281 | 5,129 | 2,442 | |||||||||
Less: | ||||||||||||
Net income attributable to non-controlling interests in properties | (886 | ) | (602 | ) | (644 | ) | ||||||
Net income attributable to the Company | 484,395 | 4,527 | 1,798 | |||||||||
Preferred stock distributions | (7,420 | ) | (7,420 | ) | (7,420 | ) | ||||||
Net income/(loss) attributable to common stockholders | $ | 476,975 | $ | (2,893 | ) | $ | (5,622 | ) | ||||
Net income/(loss) per common share: | ||||||||||||
Basic | $ | 10.97 | $ | (0.06 | ) | $ | (0.13 | ) | ||||
Diluted | $ | 10.80 | $ | (0.06 | ) | $ | (0.13 | ) | ||||
Weighted average common shares outstanding: | ||||||||||||
Basic | 43,498 | 47,223 | 43,997 | |||||||||
Diluted | 44,145 | 47,223 | 43,997 | |||||||||
Dividend distributions declared per common share | $ | 0.65 | $ | 0.60 | $ | 0.94 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
57
65
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
| Years Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
Net income | $ | 2,442 | $ | 38,669 | $ | 9,158 | ||||||
Unrealized cash flow hedge gains | 821 | — | — | |||||||||
Amounts reclassed from accumulated other comprehensive income to interest expense | (106 | ) | — | — | ||||||||
|
|
|
|
|
| |||||||
Comprehensive income | 3,157 | 38,669 | 9,158 | |||||||||
Less: | ||||||||||||
Comprehensive income attributable tonon-controlling interests in properties | (644 | ) | (501 | ) | (3,402 | ) | ||||||
|
|
|
|
|
| |||||||
Comprehensive income attributable to the Company | 2,513 | 38,168 | 5,756 | |||||||||
Preferred stock distributions | (7,420 | ) | (7,420 | ) | (7,411 | ) | ||||||
|
|
|
|
|
| |||||||
Comprehensive (loss)/income attributable to common stockholders | $ | (4,907 | ) | $ | 30,748 | $ | (1,655) | |||||
|
|
|
|
|
| |||||||
Years Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Net income | $ | 485,281 | $ | 5,129 | $ | 2,442 | ||||||
Other comprehensive income/(loss): | ||||||||||||
Unrealized cash flow hedge gain/(loss) | 989 | (3,003 | ) | 821 | ||||||||
Amounts reclassified to interest expense | 589 | 328 | (106 | ) | ||||||||
Other comprehensive income/(loss) | 1,578 | (2,675 | ) | 715 | ||||||||
Comprehensive income | 486,859 | 2,454 | 3,157 | |||||||||
Less: | ||||||||||||
Comprehensive income attributable to non-controlling interests in pro perties | (886 | ) | (602 | ) | (644 | ) | ||||||
Comprehensive income attributable to the Company | $ | 485,973 | $ | 1,852 | $ | 2,513 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
58
66
Consolidated Statements of Changes in Equity
(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 income | Total stockholders’ equity | Operating Partnership unitholders’ non- controlling interests | Non- controlling interests in properties | Total equity | ||||||||||||||||||||||||||||||||||
Balance—January 1, 2017 | 4,480 | 112,000 | 24,382 | 244 | 195,566 | (53,608 | ) | — | 254,202 | 108 | 1,749 | 256,059 | ||||||||||||||||||||||||||||||||
Conversion of OP units to shares | �� | — | 40 | — | 108 | — | — | 108 | (108 | ) | — | — | ||||||||||||||||||||||||||||||||
Restricted stock award grants and vesting | — | — | 90 | 1 | 1,741 | (71 | ) | — | 1,671 | — | — | 1,671 | ||||||||||||||||||||||||||||||||
Net proceeds from sale of common stock | — | — | 11,500 | 115 | 136,826 | — | — | 136,941 | — | — | 136,941 | |||||||||||||||||||||||||||||||||
Common stock dividend distributions declared | — | — | — | — | — | (31,148 | ) | — | (31,148 | ) | — | — | (31,148 | ) | ||||||||||||||||||||||||||||||
Preferred stock dividend distributions declared | — | — | — | — | — | (7,906 | ) | — | (7,906 | ) | — | — | (7,906 | ) | ||||||||||||||||||||||||||||||
Distributions | — | — | — | — | — | — | — | — | — | (4,943 | ) | (4,943 | ) | |||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 5,756 | — | 5,756 | — | 3,402 | 9,158 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
Balance—December 31, 2017 | 4,480 | 112,000 | 36,012 | 360 | 334,241 | (86,977 | ) | — | 359,624 | — | 208 | 359,832 | ||||||||||||||||||||||||||||||||
Restricted stock award grants and vesting | — | — | 121 | 1 | 1,641 | (312 | ) | — | 1,330 | — | — | 1,330 | ||||||||||||||||||||||||||||||||
Net proceeds from sale of common stock | — | — | 3,411 | 34 | 42,868 | — | — | 42,902 | — | — | 42,902 | |||||||||||||||||||||||||||||||||
Common stock dividend distributions declared | — | — | — | — | — | (35,567 | ) | — | (35,567 | ) | — | — | (35,567 | ) | ||||||||||||||||||||||||||||||
Preferred stock dividend distributions declared | — | — | — | — | — | (7,420 | ) | — | (7,420 | ) | — | — | (7,420 | ) | ||||||||||||||||||||||||||||||
Minority interest buyout | — | — | — | — | (1,624 | ) | — | — | (1,624 | ) | — | 485 | (1,139 | ) | ||||||||||||||||||||||||||||||
Contributions | — | — | — | — | — | — | — | — | — | 297 | 297 | |||||||||||||||||||||||||||||||||
Distributions | — | — | — | — | — | — | — | — | — | (527 | ) | (527 | ) | |||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 38,168 | — | 38,168 | — | 501 | 38,669 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
Balance—December 31, 2018 | 4,480 | 112,000 | 39,544 | 395 | 377,126 | (92,108 | ) | — | 397,413 | — | 964 | 398,377 | ||||||||||||||||||||||||||||||||
Restricted stock award grants and vesting | — | — | 147 | 1 | 1,280 | (374 | ) | — | 907 | — | — | 907 | ||||||||||||||||||||||||||||||||
Net proceeds from sale of common stock | — | — | 14,900 | 149 | 198,725 | — | — | 198,874 | — | — | 198,874 | |||||||||||||||||||||||||||||||||
Common stock dividend distributions declared | — | — | — | — | — | (44,279 | ) | — | (44,279 | ) | — | — | (44,279 | ) | ||||||||||||||||||||||||||||||
Preferred stock dividend distributions declared | — | — | — | — | — | (7,420 | ) | — | (7,420 | ) | — | — | (7,420 | ) | ||||||||||||||||||||||||||||||
Contributions | — | — | — | — | — | — | — | — | — | 112 | 112 | |||||||||||||||||||||||||||||||||
Distributions | — | — | — | — | — | — | — | — | — | (596 | ) | (596 | ) | |||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 1,798 | — | 1,798 | — | 644 | 2,442 | |||||||||||||||||||||||||||||||||
Unrealized cash flow hedge gains | — | — | — | — | — | — | 715 | 715 | — | — | 715 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
Balance—December 31, 2019 | 4,480 | $ | 112,000 | 54,591 | $ | 545 | $ | 577,131 | $ | (142,383 | ) | $ | 715 | $ | 548,008 | $ | — | $ | 1,124 | $ | 549,132 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
Number of shares of preferred stock | Preferred stock | Number of shares of common stock | Common stock | Additional paid-in capital | Retained earnings/ (accumulated deficit) | Accumulated other comprehensive income/(loss) | Total stockholders’ equity | Non-controlling interests in properties | Total equity | |||||||||||||||||||||||||||||||
Balance—January 1, 2019 | 4,480 | $ | 112,000 | 39,544 | $ | 395 | $ | 377,126 | $ | (92,108 | ) | $ | 0 | $ | 397,413 | $ | 964 | $ | 398,377 | |||||||||||||||||||||
Restricted stock award grants and vesting | — | — | 147 | 1 | 1,280 | (374 | ) | — | 907 | — | 907 | |||||||||||||||||||||||||||||
Net proceeds from sale of common stock | — | — | 14,900 | 149 | 198,725 | — | — | 198,874 | — | 198,874 | ||||||||||||||||||||||||||||||
Common stock dividend distribution declared | — | — | — | — | — | (44,279 | ) | — | (44,279 | ) | — | (44,279 | ) | |||||||||||||||||||||||||||
Preferred stock dividend distribution declared | — | — | — | — | — | (7,420 | ) | — | (7,420 | ) | — | (7,420 | ) | |||||||||||||||||||||||||||
Contributions | — | — | — | — | — | — | — | — | 112 | 112 | ||||||||||||||||||||||||||||||
Distributions | — | — | — | — | — | — | — | — | (596 | ) | (596 | ) | ||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 1,798 | — | 1,798 | 644 | 2,442 | ||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | 715 | 715 | — | 715 | ||||||||||||||||||||||||||||||
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 | — | — | 170 | 2 | 2,531 | (243 | ) | — | 2,290 | — | 2,290 | |||||||||||||||||||||||||||||
Common stock repurchased | — | — | (11,364 | ) | (114 | ) | (100,251 | ) | — | — | (100,365 | ) | — | (100,365 | ) | |||||||||||||||||||||||||
Common stock dividend distribution declared | — | — | — | — | — | (27,439 | ) | — | (27,439 | ) | — | (27,439 | ) | |||||||||||||||||||||||||||
Preferred stock dividend distribution declared | — | — | — | — | — | (7,420 | ) | — | (7,420 | ) | — | (7,420 | ) | |||||||||||||||||||||||||||
Contributions | — | — | — | — | — | — | — | — | 52 | 52 | ||||||||||||||||||||||||||||||
Distributions | — | — | — | — | — | — | — | — | (829 | ) | (829 | ) | ||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 4,527 | — | 4,527 | 602 | 5,129 | ||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | (2,675 | ) | (2,675 | ) | — | (2,675 | ) | |||||||||||||||||||||||||||
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 | — | — | 157 | 2 | 2,650 | (228 | ) | — | 2,424 | — | 2,424 | |||||||||||||||||||||||||||||
Common stock dividend distribution declared | — | — | — | — | — | (28,287 | ) | — | (28,287 | ) | — | (28,287 | ) | |||||||||||||||||||||||||||
Preferred stock dividend distribution declared | — | — | — | — | — | (7,420 | ) | — | (7,420 | ) | — | (7,420 | ) | |||||||||||||||||||||||||||
Contributions | — | — | — | — | — | — | — | — | 286 | 286 | ||||||||||||||||||||||||||||||
Distributions | — | — | — | — | — | — | — | — | (1,142 | ) | (1,142 | ) | ||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 484,395 | — | 484,395 | 886 | 485,281 | ||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | 1,578 | 1,578 | — | 1,578 | ||||||||||||||||||||||||||||||
Balance—December 31, 2021 | 4,480 | $ | 112,000 | 43,554 | $ | 435 | $ | 482,061 | $ | 275,502 | $ | (382 | ) | $ | 869,616 | $ | 979 | $ | 870,595 | |||||||||||||||||||||
The accompanying notes are an integral part
o
f these consolidated financial statements67
City Office REIT, Inc.
Consolidated Statements of Cash Flows
(In thousands)
Years Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net income | $ | 485,281 | $ | 5,129 | $ | 2,442 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 57,317 | 60,367 | 59,159 | |||||||||
Amortization of deferred financing costs and debt fair value | 1,332 | 1,326 | 1,325 | |||||||||
Amortization of above and below market leases | 343 | (17 | ) | (27 | ) | |||||||
Straight-line rent/expense | (566 | ) | (3,389 | ) | (5,233 | ) | ||||||
Non-cash stock compensation | 2,641 | 2,332 | 1,742 | |||||||||
Net gain on sale of real estate property | (476,651 | ) | (1,347 | ) | (3,412 | ) | ||||||
Changes in non-cash working capital: | ||||||||||||
Rents receivable, net | (654 | ) | (182 | ) | (1,061 | ) | ||||||
Other assets | (345 | ) | 53 | (330 | ) | |||||||
Accounts payable and accrued liabilities | 451 | (4,194 | ) | (5,538 | ) | |||||||
Deferred rent | 3,653 | 702 | 1,022 | |||||||||
Tenant rent deposits | 420 | (857 | ) | (590 | ) | |||||||
Net Cash Provided By Operating Activities | 73,222 | 59,923 | 49,499 | |||||||||
Cash Flows to Investing Activities: | ||||||||||||
Additions to real estate properties | (17,869 | ) | (26,352 | ) | (16,002 | ) | ||||||
Acquisition of real estate | (632,317 | ) | 0 | (108,358 | ) | |||||||
Net proceeds from sale of real estate. | 640,995 | 6,340 | 46,364 | |||||||||
Deferred leasing costs | (8,190 | ) | (7,791 | ) | (3,926 | ) | ||||||
Net Cash Used In Investing Activities | (17,381 | ) | (27,803 | ) | (81,922 | ) | ||||||
Cash Flows (to)/from Financing Activities: | ||||||||||||
Proceeds from sale of common stock | 0 | 0 | 198,874 | |||||||||
Debt issuance and extinguishment costs | (2,506 | ) | 0 | (1,008 | ) | |||||||
Proceeds from borrowings | 180,000 | 130,000 | 154,750 | |||||||||
Repayment of borrowings | (202,442 | ) | (61,330 | ) | (216,336 | ) | ||||||
Dividend distributions paid to stockh o lders | (33,506 | ) | (41,178 | ) | (48,163 | ) | ||||||
Distributions to non-controlling interests in properties | (1,142 | ) | (829 | ) | (596 | ) | ||||||
Shares withheld for payment of taxes on restricted stock unit vesting | (216 | ) | (42 | ) | (832 | ) | ||||||
Contributions from non-controlling interests in properties . | 286 | 52 | 112 | |||||||||
Repurchases of common stock | 0 | (100,365 | ) | 0 | ||||||||
Net Cash (Used In)/Provided By Financing Activities | (59,526 | ) | (73,692 | ) | 86,801 | |||||||
Net (Decrease)/Increase in Cash, Cash Equivalents and Restricted Cash | (3,685 | ) | (41,572 | ) | 54,378 | |||||||
Cash, Cash Equivalents and Restricted Cash, Beginning of Period | 45,951 | 87,523 | 33,145 | |||||||||
Cash, Cash Equivalents and Restricted Cash, End of Period | $ | 42,266 | $ | 45,951 | $ | 87,523 | ||||||
Reconciliation of Cash, Cash Equivalents and Restricted Cash: | ||||||||||||
Cash and Cash Equivalents, End of Period | 21,321 | 25,305 | 70,129 | |||||||||
Restricted Cash, End of Period | 20,945 | 20,646 | 17,394 | |||||||||
Cash, Cash Equivalents and Restricted Cash, End of Period | $ | 42,266 | $ | 45,951 | $ | 87,523 | ||||||
Supplemental Disclosures of Cash Flow Information: | ||||||||||||
Cash paid for interest | $ | 23,344 | $ | 26,454 | $ | 28,479 | ||||||
Purchase of additions in real estate properties included in accounts payable | $ | 5,815 | $ | 7,640 | $ | 6,489 | ||||||
Purchase of deferred leasing costs included in accounts payable | $ | 2,790 | $ | 289 | $ | 603 | ||||||
Debt assumed on acquisition of real estate | $ | 0 | $ | 0 | $ | 22,473 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
59
68
City Office REIT, Inc.
Consolidated Statements of Cash Flows
(In thousands)
| Years Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net income | $ | 2,442 | $ | 38,669 | $ | 9,158 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 59,159 | 52,352 | 41,594 | |||||||||
Amortization of deferred financing costs and debt fair value | 1,325 | 1,621 | 1,452 | |||||||||
Amortization of above/below market leases | (27 | ) | (182 | ) | (337 | ) | ||||||
Increase in straight-line rent/expense | (5,233 | ) | (4,703 | ) | (2,820 | ) | ||||||
Non-cash stock compensation | 1,742 | 1,416 | 1,671 | |||||||||
Earn-out termination payment | — | — | (2,400 | ) | ||||||||
Net gain on sale of real estate property | (3,412 | ) | (46,980 | ) | (12,116 | ) | ||||||
Impairment of real estate | — | 3,497 | — | |||||||||
Changes innon-cash working capital: | ||||||||||||
Rents receivable, net | (1,061 | ) | (1,602 | ) | (1,647 | ) | ||||||
Other assets | (330 | ) | (353 | ) | 349 | |||||||
Accounts payable and accrued liabilities | (5,538 | ) | (910 | ) | 670 | |||||||
Deferred rent | 1,022 | (834 | ) | 324 | ||||||||
Tenant rent deposits | (590 | ) | 196 | 655 | ||||||||
|
|
|
|
|
| |||||||
Net Cash Provided By Operating Activities | 49,499 | 42,187 | 36,553 | |||||||||
|
|
|
|
|
| |||||||
Cash Flows to Investing Activities: | ||||||||||||
Additions to real estate properties | (16,002 | ) | (23,586 | ) | (8,189 | ) | ||||||
Acquisition of real estate | (108,358 | ) | (254,514 | ) | (249,299 | ) | ||||||
Net proceeds from sale of real estate | 46,364 | 84,839 | 18,479 | |||||||||
Deferred leasing costs | (3,926 | ) | (4,048 | ) | (4,289 | ) | ||||||
|
|
|
|
|
| |||||||
Net Cash Used In Investing Activities | (81,922 | ) | (197,309 | ) | (243,298 | ) | ||||||
|
|
|
|
|
| |||||||
Cash Flows from Financing Activities: | ||||||||||||
Net proceeds from sale of common stock | 198,874 | 42,902 | 136,941 | |||||||||
Debt issuance and extinguishment costs | (1,008 | ) | (2,963 | ) | (3,202 | ) | ||||||
Proceeds from borrowings | 154,750 | 398,749 | 392,340 | |||||||||
Repayment of borrowings | (216,336 | ) | (241,820 | ) | (272,772 | ) | ||||||
Shares withheld for payment of taxes on restricted stock unit vesting | (832 | ) | (87 | ) | — | |||||||
Minority interest buyout | — | (1,140 | ) | — | ||||||||
Contributions fromnon-controlling interests in properties | 112 | 297 | — | |||||||||
Distributions tonon-controlling interests in properties | (596 | ) | (527 | ) | (4,943 | ) | ||||||
Dividend distributions paid to stockholders and Operating Partnership unitholders | (48,163 | ) | (42,158 | ) | (36,256 | ) | ||||||
|
|
|
|
|
| |||||||
Net Cash Provided By Financing Activities | 86,801 | 153,253 | 212,108 | |||||||||
|
|
|
|
|
| |||||||
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash | 54,378 | (1,869 | ) | 5,363 | ||||||||
Cash, Cash Equivalents and Restricted Cash, Beginning of Period | 33,145 | 35,014 | 29,651 | |||||||||
|
|
|
|
|
| |||||||
Cash, Cash Equivalents and Restricted Cash, End of Period | $ | 87,523 | $ | 33,145 | $ | 35,014 | ||||||
|
|
|
|
|
| |||||||
60
| Years Ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
Reconciliation of Cash, Cash Equivalents and Restricted Cash: | ||||||||||||
Cash and Cash Equivalents, End of Period | 70,129 | 16,138 | 12,301 | |||||||||
Restricted Cash, End of Period | 17,394 | 17,007 | 22,713 | |||||||||
|
|
|
|
|
| |||||||
Cash, Cash Equivalents and Restricted Cash, End of Period | $ | 87,523 | $ | 33,145 | $ | 35,014 | ||||||
|
|
|
|
|
| |||||||
Supplemental Disclosures of Cash Flow Information: | ||||||||||||
Cash paid for interest | $ | 28,479 | $ | 22,131 | $ | 18,408 | ||||||
Purchases of additions in real estate properties included in accounts payable | $ | 6,489 | $ | 6,791 | $ | 2,616 | ||||||
Purchases of deferred leasing costs included in accounts payable | $ | 603 | $ | 654 | $ | 815 | ||||||
Debt assumed on acquisition of real estate | $ | 22,473 | $ | — | $ | — | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
61
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 (“Partnershi
p
(“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’spartnership 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 2019,2018, any applicable alternative minimum tax.
2. Summary of Significant Accounting Policies
Basis of Preparation and Summary of Significant Accounting Policies
The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the financial position and results of operations of the Company, the Operating Partnership and its subsidiaries. All significant intercompany transactions and balances have been eliminated on consolidation.
Use of Estimates
The Company has made a number of significant estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses to prepare these consolidated financial statements in conformity with GAAP. Significant estimates made include the recoverability of accounts receivable, allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed, the determination of impairment of long-lived assets and the useful lives of long-lived assets. These estimates and assumptions are based on our best estimates and judgment. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management adjusts such estimates when facts and circumstances dictate. Actual results could differ materially from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include unrestricted cash and short-term investments with a maturity date of less than three months when acquired.
62
69
Restricted Cash
Restricted cash consists of cash held in escrow by lenders pursuant to certain lender agreements and cash received from contracted building sales.
Rent Receivable, Net
The Company continuously monitors collections from tenants and makes a provision for estimated losses based upon historical experience and any specific tenant collection issues that the Company has identified.
Business Combinations
When a property is acquired, management considers the substance of the agreement in determining whether the acquisition represents an asset acquisition or a business combination. Upon acquisitions of properties that constitutes a business, the fair value of the real estate acquired, which includes the impact of fair value adjustments for assumed mortgage debt related to property acquisitions, is allocated to the acquired tangible assets, consisting of land, buildings and improvements and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of
in-place
leases and value of tenant relationships, based in each case on their fair values. For acquisitions that do not meet the business combination accounting criteria, these are accounted for as asset acquisitions. The Company allocates the cost of the acquisition, which includes any associated acquisition costs to individual assets and liabilities assumed on a relative fair value basis. Also,non-controlling
interests acquired are recorded at estimated fair market value.The fair value of the tangible assets of an acquired property (which includes land, buildings and improvements and fixtures and equipment) is determined by valuing the property as if it were vacant. Thevalue is then allocated to land and buildings and improvements based on management’s determination of relative fair values of these assets. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected
“as-if-vacant”
lease-up
periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during the expectedlease-up
periods based on current market demand. Management also estimates costs to execute similar leases including leasing commissions.The fair value of above-market and below-market lease values are recorded based on the difference between the current
in-place
lease rent and management’s estimate of current market rents. Below-market lease intangibles are recorded as part of acquired lease intangibles liability and amortized into rental revenue over thenon-cancelable
periods and bargain renewal periods of the respective leases. Above-market leases are recorded as part of intangible assets and amortized as a direct charge against rental revenue over thenon-cancelable
portion of the respective leases.The fair value of acquired
in-place
leases are recorded based on the costs management estimates the Company would have incurred to lease the property to the occupancy level of the property at the date of acquisition. Such estimates include the fair value of leasing commissions and legal costs that would be incurred to lease the property to this occupancy level. Additionally, management evaluates the time period over which such occupancy level would be achieved and includes an estimate of the net operating costs incurred during thelease-up
period. Acquiredin-place
leases are amortized on a straight-line basis over the term of the individual leases.Revenue Recognition
The Company recognizes lease revenue on a straight-line basis over the term of the lease. Certain leases allow for the tenant to terminate the lease, but the tenant must make a termination payment as stipulated in the
63
70
lease. If the termination payment is in such an amount that continuation of the lease appears, at the time of lease inception, to be reasonably assured, then the Company recognizes revenue over the term of the lease. The Company has determined that for these leases, the termination payment is in such an amount that continuation of the lease appears, at the time of inception, to be reasonably assured. The Company recognizes lease termination fees as revenue in the period received and writes off unamortized lease-related intangible and other lease-related account balances, provided there are no further Company obligations under the lease. Otherwise, such fees and balances are recognized on a straight-line basis over the remaining obligation period with the termination payments being recorded as a component of rent receivable-deferred or deferred revenue on the consolidated balance sheets.
If the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. Tenant improvements are deferred and amortized on a straight-line basis over the terms of the respective lease. If the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. The lease incentive is recorded as a deferred expense and amortized as a reduction of revenue on a straight-line basis over the respective lease term.
Recoveries from tenants for real estate taxes, insurance and other operating expenses are recognized as revenues in the period that the applicable costs are incurred. The Company recognizes differences between estimated recoveries and the final billed amounts in the subsequent year. Final billings to tenants for real estate taxes, insurance and other operating expenses did not vary significantly as compared to the estimated receivable balances.
Leases
Lessors are required to classify leases as a sales-type, direct financing, or operating lease and requires lessees to recognize leasesassets and lease liabilities are included within other assets and other liabilities on the consolidated balance sheets.assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.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 we will exercise that option. For lease agreements with lease and
on-balance
sheet and disclose key information about leasing arrangements. We determine if an arrangement is a lease at inception. Operating and financingright-of-use
Right-of-use
Right-of-use
Right-of-use
non-lease
components, we account for the components as a single combined lease component.Real Estate Properties
Real estate properties are stated at cost less accumulated depreciation, except land. Depreciation is computed on the straight-line basis over estimated useful lives of:
Years | ||||
Buildings | ||||
| ||||
Furniture, fixtures and equipment | 4-10 | |||
Expenditures for maintenance and repairs are charged to operations as incurred.
71
Impairment of Real Estate Properties
Long-lived assets currently in use are reviewed periodically for possible impairment and will be written down to fair value if considereddetermined impaired. Long-lived assets, to be disposed of, are written down to the lower of
64
cost or fair value less the estimated cost to sell. The Company reviews its real estate properties for impairment when there is an event or a change in circumstances that indicates that the carrying amount may not be recoverable. The Company measures and records impairment losses and reduces the carrying value of properties when indicators of impairment are present and the expected undiscounted cash flows related to those properties are less than their carrying amounts. In cases where the Company does not expect to recover its carrying costs on properties held for use, the Company reduces its carrying costs to fair value.
Variable Interest Entities
The Company consolidates variable interest entities (“VIE”) if the Company determines that it is the primary beneficiary of the entity. When evaluating the accounting for a VIE, the Company considers the purpose for which the VIE was created, the importance of each of the activities in which it is engaged and our decision-making role, if any, in those activities that significantly determine the entity’s economic performance relative to other economic interest holders. The Company determines the rights, if any, to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE by considering the economic interest in the entity, regardless of form, which may include debt, equity, management and servicing fees, or other contractual arrangements. The Company considers other relevant factors including each entity’s capital structure, contractual rights to earnings (losses), subordination of the Company’s interests relative to those of other investors, contingent payments, and other contractual arrangements that may be economically significant.
Concentration of Credit Risk
The Company places its temporary cash investments in high credit financial institutions. However, a portion of temporary cash investments may exceed FDIC insured levels from time to time. The Company has never experienced any losses related to these balances.
Income Taxes
The Company has elected to be taxed, and intends to continue to operate in a manner that will allow it to continue to qualify, as a REIT. To qualify as a REIT, the Company is required to distribute dividends equal to at least 90% of its REIT taxable income (computed without regard to the deduction for dividends paid and excluding net capital gains) to its stockholders, and meet the various other requirements imposed by the Code relating to matters such as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided the Company qualifies for taxation as a REIT, it is generally not subject to U.S. federal corporate-level income tax on the earnings distributed currently to its stockholders. 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. In addition, the Company may not be able to
re-elect
as a REIT for the four subsequent taxable years.From time to time, the Company has elected to treat certain subsidiaries as TRSs. A TRS is treated as a regular corporation and is subject to federal income tax and applicable state income and franchise taxes at regular corporate rates.
Non-controlling
InterestsThe Company follows the provisions pertaining to
non-controlling
interests of ASC Topic 810. Anon-controlling
interest is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. Among other matters, thenon-controlling
interest standards require thatnon-controlling
interests be reported as part of equity in the consolidated balance sheet (separately from the controlling interest’s equity).Equity-Based Compensation
The Company accounts for equity-based compensation, including shares of restricted stock units, in accordance with ASC Topic 718 Compensation – Stock Compensation, which requires the Company to recognize an expense for the fair value of equity-based awards. The estimated fair value of restricted stock units is amortized over their respective vesting periods.
65
Earnings per Common Share
The Company calculates net income per common share based upon the weighted average shares outstanding for the years ended December 31, 20192021 and December 31, 20182020 and December 31, 2017.2019. Diluted earnings per share is calculated after giving effect to all potential dilutive shares outstanding during the period.
72
Derivative Instruments and Hedging Activities
The Company enters into interest rate swap contracts to mitigate its interest rate risk on the related financial instruments. The Company does not enter into derivative or interest rate transactions for speculative purposes. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. For derivatives that qualify as hedging instruments, a company must designate the instruments as a fair value hedge, a cash flow hedge, or a hedge of a net investment in a foreign operation.
Fair Value of Financial Instruments
ASC
820-10,
Fair Value Measurements and Disclosures (“ASC820-10”)
establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
Deferred Leasing Costs
Fees and costs paid in the successful negotiation of leases are deferred and amortized on a straight-line basis over the terms of the respective leases.
Segment Reporting
The Company operates in one industry segment, commercial real estate.
New
Recent Accounting Pronouncements
Adopted in the Current Year
In February 2016,March 2020, the Financial Accounting Standards Board or FASB,(the “FASB”) established Topic 842, Leases,848, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, by issuing Accounting Standards Update (“ASU”)
No. 2016-02, which 2020-04
(“ASU2020-04”).
ASU2020-04
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 ASUNo. 2021-01,
Reference Rate Reform (Topic 848) (“ASU2021-01”).
ASU2021-01
clarifies the scope of Topic 848 so that73
derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848.
ASU
2020-04
and ASU2021-01
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 ASU2020-04
and ASU2021-01
on its consolidated financial statements and may elect optional expedients in future periods as reference rate reform activities occur.In July 2021, the FASB issued ASUleasesa 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 theoperating leasedirect 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 requires lesseescan be applied either retrospectively to recognize leaseson-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by that commenced or were modified on or after the adoption of ASUTopic 842;leases that commence or are modified on or after the date that an entity first applies the amendments. The Company will adopt ASUNo. 2018-10, Codification Improvements to Topic 842, Leases; and ASUNo. 2018-11, Targeted Improvements.
is not expected to use the effective date as the date of initial application. Upon adoption, the Company did not have a cumulative-effect adjustment to the opening balance of retained earnings. Financial information and disclosures for periods before January 1, 2019 were not updated.
No. 2021-05
(“ASU2021-05”),
Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. ASU2021-05
requires lessors to classify pre-ASU
classification criteria, and sales-type or No. 2018-01, Land Easement Practical Expedient for Transition2016-02
or prospectively to 66
2021-05
Effectiveprospectively on January 1, 2019,2022. Historically the Company’s leases in which the Company adopted FASBis the lessor have been operating leases, therefore the adoption of ASU2016-02, Leases (ASC 842) and elected the effective date method for the transition. The Company elected the following practical expedients:
Transition method practical expedient – permits the Company2021-05
Package of practical expedients – permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. This allowed the Company to continue classifying its leases at transition in substantially the same manner.
Single component practical expedient – permits the Company to not separate lease andnon-lease components of leases. Upon transition, rental income, expense reimbursement, and other were aggregated into a single line within rental and other revenuesmaterial impact on the Company’s consolidated statement of operations.
Land easement practical expedient – permits the Company not to reassess under the new standard its prior conclusions about land easements.
Short-term lease practical expedient – permits the Company not to recognize leases with a term equal to or less than 12 months.
Lessor Accounting
The accounting for lessors under the new standard remained relatively unchanged with a few targeted updates impacting the Company, which included: (i) narrower definition of initial direct costs that requires certain costs to be expensed rather than capitalized, and (ii) provisions for uncollectible rents to be recorded as a reduction in revenue rather than as bad debt expense.
Lessee Accounting
The new standard requires lessees to recognize aright-of-use asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating at inception, with classification affecting the pattern and recording of expenses in the statement of operations. Upon transition the Company recognizedright-of use assets and lease liabilities principally for its ground and office leases.
3. Rents Receivable, Net
The Company’s rents receivable is comprised of the following components (in thousands):
| December 31, 2019 | December 31, 2018 | |||||||
Billed receivables | $ | 2,880 | $ | 2,383 | ||||
Straight-line receivables | 29,232 | 23,712 | ||||||
|
|
|
| |||||
Total rents receivable | $ | 32,112 | $ | 26,095 | ||||
|
|
|
| |||||
December 31, 2021 | December 31, 2020 | |||||||
Billed receivables | $ | 2,820 | $ | 2,239 | ||||
Straight-line receivables | 27,595 | 30,729 | ||||||
Total rents receivable | $ | 30,415 | $ | 32,968 | ||||
As of December 31, 2019, and 2018,2021, the Company’s allowance for doubtful accounts was nominal.
67
4. Real Estate Investments
Acquisitions
During the years ended December 31, 2019,2021, December 31, 20182020 and December 31, 20172019 the Company acquired the following properties:
Property | Date Acquired | Percentage Owned | ||||||
Bloc 83 | December 2021 | 100% | ||||||
The Terraces | December 2021 | 100% | ||||||
Block 23 | December 2021 | 100% | ||||||
5910 Pacific Center and 9985 Pacific Heights (1) | May 2021 | 100% | ||||||
7601 Tech (2) | September 2019 | |||||||
Cascade Station | June 2019 | |||||||
Canyon Park | February 2019 | |||||||
| ||||||||
| (1) | 5910 Pacific Center and 9985 Pacific Heights were added to the existing Sorrento Mesa portfolio of properties (collectively “Sorrento Mesa”). The Sorrento Mesa portfolio was subsequently sold in December 2021. |
| ||||||
| ||||||
| ||||||
| ||||||
| ||||||
| ||||||
| ||||||
|
Denver Tech is comprised of 7601 Tech |
74
Each of the foregoing acquisitions were accounted for as asset acquisitions.
The following table summarizes the Company’s allocations of the purchase price of assets acquired and liabilities assumed during the year ended December 31, 2021 (in thousands):
5910 Pacific Center and 9985 Pacific Heights | Block 23 | The Terraces | Bloc 83 | December 31, 2021 | ||||||||||||||||
Land | $ | 37,294 | $ | — | $ | 15,861 | $ | 18,956 | $ | 72,111 | ||||||||||
Building and improvements | 2,979 | 115,747 | 101,455 | 280,313 | 500,494 | |||||||||||||||
Tenant improvements | 917 | 2,375 | 6,431 | 5,075 | 14,798 | |||||||||||||||
Lease intangible assets | 2,469 | 11,306 | 11,074 | 19,560 | 44,409 | |||||||||||||||
Other assets | 19 | 10,627 | 15 | 291 | 10,952 | |||||||||||||||
Accounts payable and other liabilities | (319 | ) | (1,914 | ) | (319 | ) | (463 | ) | (3,015 | ) | ||||||||||
Lease intangible liabilities | (103 | ) | (2,197 | ) | (2,118 | ) | (3,014 | ) | (7,432 | ) | ||||||||||
Net assets acquired | $ | 43,256 | $ | 135,944 | $ | 132,399 | $ | 320,718 | $ | 632,317 | ||||||||||
As part of the Block 23 acquisition, the Company was assigned an agreement from the prior owner for a billboard asset located at the property. The Company and a third party each hold a
50%undivided interest in the billboard and the related debt associated with the asset. The Company has accounted for this arrangement under the equity method. As of the acquisition date, the fair value assigned to the equity method investment was
$0.3
million, which has been included in other assets. The Company’s interest in the asset and the debtare
$0.6 millionand
$0.3 million,respectively.
The following table summarizes the Company’s allocations of the purchase price of assets acquired and liabilities assumed during the year ended December 31, 2019 (in thousands):
| Canyon Park | Cascade Station | 7601 Tech | Total December 31, 2019 | |||||||||||||
Land | $ | 7,098 | $ | — | $ | 10,865 | $ | 17,963 | ||||||||
Buildings and improvements | 36,619 | 25,141 | 25,677 | 87,437 | ||||||||||||
Tenant improvements | 1,797 | 2,080 | 3,858 | 7,735 | ||||||||||||
Lease intangible assets | 8,109 | 3,134 | 7,401 | 18,644 | ||||||||||||
Other assets | 10 | 3,164 | 293 | 3,467 | ||||||||||||
Debt | — | (697 | ) | — | (697 | ) | ||||||||||
Accounts payable and other liabilities | (1,266 | ) | (186 | ) | (668 | ) | (2,120 | ) | ||||||||
Lease intangible liabilities | (1,297 | ) | (220 | ) | (79 | ) | (1,596 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net assets acquired | $ | 51,070 | $ | 32,416 | $ | 47,347 | $ | 130,833 | ||||||||
|
|
|
|
|
|
|
| |||||||||
Canyon Park | Cascade Station | 7601 Tech | December 31, 2019 | |||||||||||||
Land | $ | 7,098 | $ | — | $ | 10,865 | $ | 17,963 | ||||||||
Building and improvements | 36,619 | 25,141 | 25,677 | 87,437 | ||||||||||||
Tenant improvements | 1,797 | 2,080 | 3,858 | 7,735 | ||||||||||||
Lease intangible assets | 8,109 | 3,134 | 7,401 | 18,644 | ||||||||||||
Other assets | 10 | 3,164 | 293 | 3,467 | ||||||||||||
Debt | — | (697 | ) | — | (697 | ) | ||||||||||
Accounts payable and other liabilities | (1,266 | ) | (186 | ) | (668 | ) | (2,120 | ) | ||||||||
Lease intangible liabilities | (1,297 | ) | (220 | ) | (79 | ) | (1,596 | ) | ||||||||
Net assets acquired | $ | 51,070 | $ | 32,416 | $ | 47,347 | $ | 130,833 | ||||||||
Consideration paid on acquisitions was in the form of cash and debt. The acquisition of the Cascade Station property was partially funded through an assumption of debt with a principal amount of $22.5 million at closing.
68
The following table summarizes the Company’s allocations of the purchase price of assets acquired and liabilities assumed during the year ended December 31, 2018 (in thousands):
| Pima Center | Circle Point | The Quad | Circle Point Land | Greenwood Blvd | Camelback Square | Total December 31, 2018 | ||||||||||||||||||||||
Land | $ | — | $ | 8,744 | $ | 8,079 | $ | 4,937 | $ | 3,945 | $ | 11,738 | $ | 37,443 | ||||||||||||||
Buildings and improvements | 42,235 | 33,708 | 38,060 | — | 23,741 | 35,532 | 173,276 | |||||||||||||||||||||
Tenant improvements | 2,898 | 5,393 | 1,798 | — | 2,278 | 2,390 | 14,757 | |||||||||||||||||||||
Lease intangible assets | 10,691 | 10,299 | 4,209 | — | 4,578 | 4,304 | 34,081 | |||||||||||||||||||||
Other assets | 95 | 25 | 15 | — | 15 | 10 | 160 | |||||||||||||||||||||
Accounts payable and other liabilities | (337 | ) | (1,157 | ) | (527 | ) | (72 | ) | (96 | ) | (421 | ) | (2,610 | ) | ||||||||||||||
Lease intangible liabilities | (129 | ) | (390 | ) | (1,247 | ) | — | — | (827 | ) | (2,593 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Net assets acquired | $ | 55,453 | $ | 56,622 | $ | 50,387 | $ | 4,865 | $ | 34,461 | $ | 52,726 | $ | 254,514 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
The following table summarizes the Company’s allocations of the purchase price of assets acquired and liabilities assumed during the year ended December 31, 2017 (in thousands):
| 2525 McKinnon | Mission City and Sorrento Mesa | Papago Tech | Total December 31, 2017 | |||||||||||||
Land | $ | 10,629 | $ | 66,097 | $ | 10,746 | $ | 87,472 | ||||||||
Buildings and improvements | 33,357 | 78,072 | 17,469 | 128,898 | ||||||||||||
Tenant improvements | 1,158 | 8,393 | 2,293 | 11,844 | ||||||||||||
Lease intangible assets | 3,267 | 22,846 | 2,816 | 28,929 | ||||||||||||
Other assets | — | 140 | 10 | 150 | ||||||||||||
Accounts payable and other liabilities | (190 | ) | (1,507 | ) | (246 | ) | (1,943 | ) | ||||||||
Lease intangible liabilities | (2,186 | ) | (3,766 | ) | (99 | ) | (6,051 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net assets acquired | $ | 46,035 | $ | 170,275 | $ | 32,989 | $ | 249,299 | ||||||||
|
|
|
|
|
|
|
| |||||||||
Sale of Real Estate Property
On December 2, 2021, the Company sold the Sorrento Mesa portfolio (“Sorrento Mesa”) in San Diego, California for a gross sales price of $576.0 million, resulting in an aggregate gain of $429.3
million net of $28.3 million of disposal-related costs. All the property gains have been classified as a net gain on sale of real estate property in the consolidated statements of operations.
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.
75
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.
On December 12, 2019, the Company sold the Logan Tower property in Denver, Colorado for $12.6 million, resulting in an aggregate gain of $2.9 million net of disposal-related costs, which has been classified as net gain on sale of real estate property in the consolidated statements of operations.
costs.
On May 7, 2019, the Company sold the 10455 Pacific Center building of the Sorrento Mesa property in San Diego, California for $16.5 million, resulting in an aggregate gain of $0.5 million net of disposal-related costs, which has been classified as net gain on sale of real estate property in the consolidated statements of operations.
costs.
On February 7, 2019, the Company sold the Plaza 25 property in Denver, Colorado for $17.9 million. No gain or loss was recognized on the sale as the property was carried at fair value less cost to sell on the date of disposition.
On March 8, 2018, the Company sold the Washington Group Plaza property in Boise, Idaho for $86.5 million, resulting in an aggregate net gain of $47.0 million, net of $1.7 million in costs, which has been classified as net gain on sale of real estate property in the consolidated statements of operations.
On May 2, 2017, the Company sold the 1400 and 1600 buildings at the AmberGlen property in Portland, Oregon, and its related assets and liabilities, for a sales price of $18.9 million, resulting in an aggregate net gain
69
of $12.1 million, net of $2.0 million in costs, which has been classified as net gain on sale of real estate property in the consolidated statements of operations.
December 31, 2019 Real estate properties, net Assets held for sale Accounts payable, accrued expenses, deferred rent and tenant rent deposits Liabilities related to assets held for sale Assets Held for SaleOn May 10, 2019, the Company entered into a purchase and sale agreement to sell a land parcel at the Circle Point property for $6.5 million. The Company determined that the land parcel met the criteria for classification as held for sale as of December 31, 2019. The transaction is anticipated to close in the first half of 2020, subject to customary closing conditions. As of December 31, 2019, the Company has received a $0.5 millionnon-refundable deposit.The property has been classified as held for sale as of December 31, 2019 (in thousands): Circle Point
Land $ 4,514 $ 4,514 (67) $ (67)
On November 30, 2018,18, 2020, the Company entered into a purchase and sale agreement to sell the Plaza 25Cherry Creek property for $17.9$95.0 million. The Company determined that the property met the criteria for classification as held for sale as of December 31, 2018. Upon classification as held for sale, we recognized an impairment charge of $3.5 million to lower the carrying amount of the property to its estimated fair value less cost to sell. As of December 31, 2018, a $0.5 millionnon-refundable deposit was received.2020. On February 7, 2019,10, 2021, the Company completed the sale of the Plaza 25Cherry Creek property.
The property was classified as held for sale as of December 31, 20182020 (in thousands):
December 31, 2018 | Plaza 25 | |||
Real estate properties, net | $ | 16,149 | ||
Deferred leasing costs, net | 419 | |||
Acquired lease intangible assets, net | 11 | |||
Rents receivable, prepaid expenses and other assets | 791 | |||
|
| |||
Assets held for sale | $ | 17,370 | ||
|
| |||
Accounts payable, accrued expenses, deferred rent and tenant rent deposits | (878 | ) | ||
|
| |||
Liabilities related to assets held for sale | $ (878) | |||
|
| |||
Variable Interest Entities
As
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) | ||
76
completion of the 1031 Exchanges. As such, Mission City, Sorrento Mesa and Papago Tech are included in the Consolidated Balance Sheets and Consolidated Statements of Operations as a VIE. As of December 31, 2019 and December 31, 2018 the Company did not have any variable interest entities.
5. Lease Intangibles
Lease intangibles and the value of assumed lease obligations as of December 31, 20192021 and December 31, 20182020 were comprised as follows (in thousands):
| Lease Intangible Assets | Lease Intangible Liabilities | |||||||||||||||||||||||||||||||
December 31, 2019 | Above Market Leases | Below Market Ground Lease(1) | In Place Leases | Leasing Commissions | Total | Below Market Leases | Below Market Ground Lease(1) | Total | ||||||||||||||||||||||||
Cost | $ | 15,242 | $ | — | $ | 87,320 | $ | 36,048 | $ | 138,610 | $ | (13,878) | $ | (138) | $ | (14,016) | ||||||||||||||||
Accumulated amortization | (6,704 | ) | — | (48,229 | ) | (16,144 | ) | (71,077 | ) | 5,782 | 40 | 5,822 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
| $ | 8,538 | $ | — | $ | 39,091 | $ | 19,904 | $ | 67,533 | $ | (8,096) | $ | (98) | $ | (8,194) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
| Lease Intangible Assets | Lease Intangible Liabilities | |||||||||||||||||||||||||||||||
December 31, 2018 | Above Market Leases | Below Market Ground Lease(1) | In Place Leases | Leasing Commissions | Total | Below Market Leases | Below Market Ground Lease(1) | Total | ||||||||||||||||||||||||
Cost | $ | 10,595 | $ | 1,855 | $ | 82,474 | $ | 31,706 | $ | 126,630 | $ | (12,925) | $ | (138) | $ | (13,063) | ||||||||||||||||
Accumulated amortization | (4,800 | ) | (19 | ) | (34,273 | ) | (12,037 | ) | (51,129 | ) | 4,140 | 36 | 4,176 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
| $ | 5,795 | $ | 1,836 | $ | 48,201 | $ | 19,669 | $ | 75,501 | $ | (8,785) | $ | (102) | $ | (8,887) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
|
Lease Intangible Assets | Lease Intangible Liabilities | |||||||||||||||||||||||||||
December 31, 2021 | Above Market Leases | In Place Leases | Leasing Commissions | Total | Below Market Leases | Below Market Ground Lease | Total | |||||||||||||||||||||
Cost | $ | 21,147 | $ | 93,761 | $ | 39,345 | $ | 154,253 | $ | (16,743) | $ | (138) | $ | (16,881) | ||||||||||||||
Accumulated amortization | (9,627 | ) | (56,987 | ) | (18,714 | ) | (85,328 | ) | 5,961 | 48 | 6,009 | |||||||||||||||||
| $ | 11,520 | $ | 36,774 | $ | 20,631 | $ | 68,925 | $ | (10,782) | $ | (90) | $ | (10,872) | |||||||||||||||
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 five succeeding years and in the aggregate are as follows (in thousands):
2020 | $ | 18,987 | ||
2021 | 15,894 | |||
2022 | 8,217 | |||
2023 | 5,358 | |||
2024 | 3,190 | |||
Thereafter | 7,693 | |||
|
| |||
| $ | 59,339 | |||
|
|
71
2022 | $ | 10,541 | ||
2023 | 9,278 | |||
2024 | 6,821 | |||
2025 | 6,548 | |||
2026 | 6,561 | |||
Thereafter | 18,304 | |||
| $ | 58,053 | |||
77
6. Debt
The following table summarizes the outstanding
indebtedness as of December 31, 20192021 and 20182020 (in thousands):
Property | December 31, 2019 | December 31, 2018 | Interest Rate as of December 31, 2019(1) | Maturity | ||||||||||||
Unsecured Credit Facility(3)(4) | $ | — | $ | 147,500 | LIBOR +1.40 | %(2) | March 2022 | |||||||||
Term Loan(4) | 50,000 | — | LIBOR +1.25 | %(2) | September 2024 | |||||||||||
Midland Life Insurance(5) | 85,293 | 86,973 | 4.34 | May 2021 | ||||||||||||
Mission City | 47,000 | 47,000 | 3.78 | November 2027 | ||||||||||||
Canyon Park(6) | 40,950 | — | 4.30 | March 2027 | ||||||||||||
190 Office Center | 40,854 | 41,250 | 4.79 | October 2025 | ||||||||||||
Circle Point | 39,650 | 39,650 | 4.49 | September 2028 | ||||||||||||
SanTan | 34,053 | 34,682 | 4.56 | March 2027 | ||||||||||||
Intellicenter | 32,971 | 33,481 | 4.65 | October 2025 | ||||||||||||
The Quad | 30,600 | 30,600 | 4.20 | September 2028 | ||||||||||||
FRP Collection(7) | 28,969 | 29,589 | 3.10 | September 2023 | ||||||||||||
2525 McKinnon | 27,000 | 27,000 | 4.24 | April 2027 | ||||||||||||
Greenwood Blvd(7) | 22,425 | 22,425 | 3.15 | December 2025 | ||||||||||||
Cascade Station | 22,304 | — | 4.55 | May 2024 | ||||||||||||
5090 N 40th St | 22,000 | 22,000 | 3.92 | January 2027 | ||||||||||||
AmberGlen | 20,000 | 20,000 | 3.69 | May 2027 | ||||||||||||
Lake Vista Pointe | 17,717 | 18,044 | 4.28 | August 2024 | ||||||||||||
Central Fairwinds(8) | 17,534 | 17,882 | 3.15 | June 2024 | ||||||||||||
FRP Ingenuity Drive | 17,000 | 17,000 | 4.44 | December 2024 | ||||||||||||
Carillon Point(7) | 15,972 | 16,330 | 3.10 | October 2023 | ||||||||||||
|
|
|
| |||||||||||||
Total Principal | 612,292 | 651,406 | ||||||||||||||
Deferred financing costs, net | (5,660 | ) | (6,052 | ) | ||||||||||||
Unamortized fair value adjustments | 618 | — | ||||||||||||||
|
|
|
| |||||||||||||
Total | $ | 607,250 | $ | 645,354 | ||||||||||||
|
|
|
| |||||||||||||
Property | December 31, 2021 | December 31, 2020 | Interest Rate as of December 31, 2021 (1) | Maturity | ||||||||||||
Unsecured Credit Facility (3)(4) | $ | 142,000 | $ | 75,000 | LIBOR +1.30 | % (2) | November 2025 | |||||||||
Term Loan (3) | 50,000 | 50,000 | LIBOR +1.25 | % (2) | September 2024 | |||||||||||
Mission City | 47,000 | 47,000 | 3.78 | % | November 2027 | |||||||||||
Canyon Park (6) | 40,381 | 40,950 | 4.30 | % | March 2027 | |||||||||||
Circle Point | 39,650 | 39,650 | 4.49 | % | September 2028 | |||||||||||
190 Office Center | 39,581 | 40,236 | 4.79 | % | October 2025 | |||||||||||
SanTan | 32,807 | 33,444 | 4.56 | % | March 2027 | |||||||||||
Intellicenter | 31,883 | 32,442 | 4.65 | % | October 2025 | |||||||||||
The Quad | 30,600 | 30,600 | 4.20 | % | September 2028 | |||||||||||
FRP Collection | 27,535 | 28,263 | 3.10 | % | September 2023 | |||||||||||
2525 McKinnon | 27,000 | 27,000 | 4.24 | % | April 2027 | |||||||||||
Greenwood Blvd | 21,920 | 22,425 | 3.15 | % | December 2025 | |||||||||||
Cascade Station | 21,581 | 21,952 | 4.55 | % | May 2024 | |||||||||||
5090 N. 40th St | 21,233 | 21,640 | 3.92 | % | January 2027 | |||||||||||
AmberGlen | 20,000 | 20,000 | 3.69 | % | May 2027 | |||||||||||
Lake Vista Pointe | 17,018 | 17,375 | 4.28 | % | August 2024 | |||||||||||
Central Fairwinds | 16,707 | 17,127 | 3.15 | % | June 2024 | |||||||||||
FRP Ingenuity Drive | 16,457 | 16,736 | 4.44 | % | December 2024 | |||||||||||
Carillon Point | 15,185 | 15,585 | 3.10 | % | October 2023 | |||||||||||
Midland Life Insurance (5) | — | 83,537 | — | — | ||||||||||||
Total Principal | 658,538 | 680,962 | ||||||||||||||
Deferred financing costs, net | (5,223 | ) | (4,195 | ) | ||||||||||||
Unamortized fair value adjustments | 333 | 475 | ||||||||||||||
Total | $ | 653,648 | $ | 677,242 | ||||||||||||
| (1) | All interest rates are fixed interest rates with the exception of the |
| (2) | As of December 31, one-month LIBOR rate was |
| (3) |
|
In September 2019, the Company entered into a five-year $50 million Term Loan (the “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 consolidatedleverage 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 rate30-day LIBOR payments. |
| (4) | 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 $500million, subject to customary terms and conditions. On November 16, 2021, the Company entered into an Amended and Restated Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $300 million. Combined with the Company’s existing five-year Term Loan, the total authorized borrowings increased from $300 million to $350 million. The Unsecured Credit Facility matures in November 2025 and may be extended 12 months 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 125 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of December 31, 2021, the Unsecured Credit Facility had $142.0 million drawn and $4.2 million of letters 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. |
| (5) | The mortgage loan is cross-collateralized by Cherry Creek, City Center and 7595 Tech (formerly “DTC Crossroads”). |
72
78
| (6) | The mortgage loan anticipated repayment date (“ARD”) is March 1, 2027. The final scheduled maturity date can be extended up to 5 years beyond the ARD. If the loan is not paid off at ARD, 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. |
|
|
The scheduled principal repayments of mortgage payable as of December 31, 20192021 are as follows (in thousands):
2020 | $ | 6,279 | ||
2021 | 89,355 | |||
2022 | 6,529 | |||
2023 | 48,529 | |||
2024 | 124,725 | |||
Thereafter | 336,875 | |||
|
| |||
| $ | 612,292 | |||
|
|
2022 | $ | 6,427 | ||
2023 | 48,539 | |||
2024 | 124,736 | |||
2025 | 233,997 | |||
2026 | 4,536 | |||
Thereafter | 240,303 | |||
| $ | 658,538 | |||
7. 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 five-year Interest Rate Swap for a notional amount of $50.0$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.The Interest Rate Swap has been designated and qualifies as a cash flow hedge and has been recognized on the consolidated balance sheets at fair value. The fair value of the Interest Rate Swap has been classified as a Level 2 fair value measurement. 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 December 31, 2019,2021, the Interest Rate Swap was reported as an asseta liability at its fair value of approximately $0.7$0.4 million, which is included in other assetsliabilities on the Company’s consolidated balance sheet. For the year ended December 31, 2019 the amountgainslosses were reclassified to interest expense due to payments received bymade to the swap counterparty was $0.1 million. Accordingly, the fair valuecounterparty.
2021,
approximately $0.6 million of realized As of December 31, 2020, the Interest Rate Swap has been classifiedwas reported as a Level 2liability at its fair value measurement.
2.0As of approximately $
million, which is included in other liabilities on the Company’s consolidated balance sheet. For the year ended December 31, 2018,
0.32020,
approximately $ million of realized losses were reclassified to interest expense due to payments made to the Company did not have any hedges or derivatives.
swap counterparty.
Cash and 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.
73
79
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 $576.9 $478.1 20192021 and December 31, 2018,2020, respectively. Accordingly, the fair value of mortgage loans payable have been classified as Level 3 fair value measurements.
million and $503.3$573.6 million (compared to a carrying value of $466.5 million and
$556.0 million)
as of December 31, 8. Related Party Transactions
Administrative Services Agreements
On October 29, 2018, the Company entered into theFirst Amendment (the “Amendment”) to theAdministrative Services Agreement with real estate investment funds affiliated
with Second City Capital II Corporate and Second City
Real Estate II Corporation (“SCRE II”). The terms of the Amendment were effective on February 1, 2019 (the “Effective Date”). After February 1, 2019, the annual fees payable to the Company will be $500,000 for the first twelve months following the Effective Date and thereafter an amount equal to 40% of the management fee paid to SCRE II by the fund managed by SCRE II. During the years ended December 31, C
ityAlso during the year ended December 31, 2019, the Company was assigned a purchase contract which had been entered into by an entity affiliated with principals of Second City, which principals are also officers of the Company. The Company subsequently assigned the purchase contract to a third party. The Company paid no consideration to the related party for the contract other than return of deposits which the Company subsequently recovered from a third party in addition to an assignment fee. The Company recognized income of $2.6 million on the assignment of the purchase contract to the third party, which was recorded in rental and other revenues on the consolidated statementstatements of operations.
On July 31, 2019, an indirect, wholly-owned
wholly owned
subsidiary of the Company enteredinto anadministrative services agreement with Clarity
Real Estate III GP, Limited Partnership and Clarity Real Estate Ventures GP, Limited Partnership (together, “Clarity”), entities affiliated with principals of Second City and officers of the Company. Pursuant to the Administrative Services Agreement, the Company will provide various administrative services and support to the related entities managing the Clarity funds. During the year ended December 31, 2021, the Company earned $0.2 million in administrative services performed for Clarity. During the year ended December 31, 2020, the Company earned $0.2 million in administrative services performed for Clarity. During the year ended December 31, 2019, the amounts earned by the Company for the administrative services performed for Clarity were nominal.
Earn-Out Payment
On February 15, 2017, the Company entered into a Termination and Mutual Release Agreement with Second City that terminated our obligation to make any futureearn-out payments associated with the Central Fairwinds property in exchange for a cash payment of $2.4 million, which was made to Second City on February 21, 2017.
Minority Interest Buy Out
On August 1, 2018, the Company signed an agreement with Second City Capital Partners II, Limited Partnership (“SCCP”) whereby SCCP agreed to sell its seven percent minority interest in Central Fairwinds Limited Partnership to the Company for $1.1 million. As a result of the agreement, the Company’s ownership percentage in Central Fairwinds Limited Partnership is 97%.
74
9. 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. The Company elected the practical expedient to account for its lease andthe new leasing standard.ASC 842. As a result, rental income, expense reimbursement, and other were aggregated into a single line within rental and other revenues on the consolidated statementstatements of operations.
non-lease
components as a single combined operating lease component under For
80
The Company recognized fixed and variable lease payments for the yearyears ended December 31, 2019, the Company recognized $153.5 million, respectively, of rental2021 and other revenue related to its operating leasesDecember 31, 2020 as follows (in thousands):
| Year ended December 31, 2019 | ||||
Fixed payments | $ | 132,540 | ||
Variable payments | 20,990 | |||
|
| |||
| $ | 153,530 | |||
|
| |||
Years Ended December 31, | ||||||||
2021 | 2020 | |||||||
Fixed payments | $ | 141,138 | $ | 137,247 | ||||
Variable payments | 22,718 | 23,502 | ||||||
| $ | 163,856 | $ | 160,749 | |||||
Future minimum lease payments to be received as of December 31, 20192021 under noncancellable operating leases for the next five years and thereafter are as follows (in thousands):
2020 | $ | 116,513 | ||
2021 | 110,491 | |||
2022 | 94,800 | |||
2023 | 73,959 | |||
2024 | 53,905 | |||
Thereafter | 113,580 | |||
|
| |||
| $ | 563,248 | |||
|
|
The above minimum lease payments to be received do not include reimbursements from tenants for certain operating expenses and real estate taxes and do not include early termination payments provided for in certain leases.
2022 | $ | 123,086 | ||
2023 | 105,638 | |||
2024 | 89,426 | |||
2025 | 78,624 | |||
2026 | 70,929 | |||
Thereafter | 213,071 | |||
| $ | 680,774 | |||
The Company’s leases may include various provisions such as scheduled rent increases, renewal options, purchase options and termination options. The majority of the Company’s leases include defined rent increase rather than variable payments based on an index or unknown rate. One state government tenant currently has the exercisable right to terminate their lease if the state does not appropriate rent in its annual budgets. The Company has determined that the occurrence of the government tenant not appropriating the rent in its annual budget is a remote contingency and accordingly recognizes lease revenue on a straight-line basis over the respective lease term. This tenant represents approximately 7.3% of the Company’s total future minimum lease payments as of December 31, 2019.
Lessee Accounting
As a lessee, the Company has ground and office leases classified as operating leases and one office lease classified as a financing lease. Upon adoption of Topic 842, on January 1, 2019, the Company recognizedright-of-use assets of $9.2 million and lease liabilities of $7.2 million. The difference between the recorded
75
right-of-use assets and lease liabilities is mainly due to the reclassification of the below market ground lease intangible asset, which was included within theright-of-use assets recognized upon transition. As of December 31, 2019,2021, these leases had remaining terms
years and a weighted average remaining lease term
of Right-of-use
| As of December 31, 2019 | ||||
Right-of-use asset – operating leases | $ | 13,130 | ||
Lease liability – operating leases | $ | 8,033 | ||
Right-of-use asset – financing leases | $ | 79 | ||
Lease liability – financing leases | $ | 79 | ||
December 31, 2021 | December 31, 2020 | |||||||
Right-of-use | $ | 14,114 | $ | 12,739 | ||||
Lease liability – operating leases | $ | 9,160 | $ | 7,719 | ||||
Right-of-use | $ | 10,308 | $ | 55 | ||||
Lease liability – financing leases | $ | 1,425 | $ | 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 6.3%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.
81
Right-of-use
Operating lease expense for the twelve monthsyears ended December 31, 20192021 and 2020 was $0.8 million.$1.0 million and $0.9 million, respectively. Financing lease expense for the twelve monthsyears ended December 31, 20192021 and December 31, 2020 was nominal.
Future minimum lease payments to be paid by the Company as a lessee as of December 31, 20192021 for the next five years and thereafter are as follows (in thousands):
| Operating Leases | Financing Leases | |||||||
2020 | $ | 533 | $ | 27 | ||||
2021 | 817 | 27 | ||||||
2022 | 798 | 27 | ||||||
2023 | 663 | 4 | ||||||
2024 | 597 | — | ||||||
Thereafter | 26,680 | — | ||||||
|
|
|
| |||||
Total future minimum lease payments | 30,088 | 85 | ||||||
Discount | (22,055 | ) | (6 | ) | ||||
|
|
|
| |||||
Total | $ | 8,033 | $ | 79 | ||||
|
|
|
| |||||
Operating Leases | Financing Leases | |||||||
2022 | $ | 706 | $ | 34 | ||||
2023 | 836 | 12 | ||||||
2024 | 770 | 7 | ||||||
2025 | 770 | 8 | ||||||
2026 | 724 | 8 | ||||||
Thereafter | 27,151 | 6,946 | ||||||
Total future minimum lease payments | 30,957 | 7,015 | ||||||
Discount | (21,797 | ) | (5,590 | ) | ||||
Total | $ | 9,160 | $ | 1,425 | ||||
10. Commitments and Contingencies
The Company is obligated under certain tenant leases to fund tenant improvements and the expansion of the underlying leased properties.
76
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 December 31, 2019,2021, 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.
82
11. Earnings per Share
The table below is a reconciliation of the numerators and denominators of the basic and diluted EPS computations for the years ended December 31, 2019, 2018,2021, 2020, and 20172019 (in thousands, except per share amounts):
| Year ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
Net income | $ | 2,442 | $ | 38,669 | $ | 9,158 | ||||||
Less: Net income attributable to noncontrolling interests in properties | (644 | ) | (501 | ) | (3,402 | ) | ||||||
Less: Net income attributable to Preferred stockholders | (7,420 | ) | (7,420 | ) | (7,411 | ) | ||||||
|
|
|
|
|
| |||||||
Numerator for basic and diluted EPS | $ | (5,622 | ) | $ | 30,748 | $ | (1,655) | |||||
|
|
|
|
|
| |||||||
Denominator for basic EPS | 43,997 | 37,321 | 30,198 | |||||||||
Dilutive effect of RSUs | — | 349 | — | |||||||||
|
|
|
|
|
| |||||||
Denominator for dilutive EPS | 43,997 | 37,670 | 30,198 | |||||||||
|
|
|
|
|
| |||||||
Net (loss)/income per common share: | ||||||||||||
Basic | $ | (0.13 | ) | $ | 0.82 | $ | (0.05 | ) | ||||
Dilutive | $ | (0.13 | ) | $ | 0.82 | $ | (0.05 | ) | ||||
Years ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Net income | $ | 485,281 | $ | 5,129 | $ | 2,442 | ||||||
Less: Net income attributable to non-controlling interests in properties | (886 | ) | (602 | ) | (644 | ) | ||||||
Less: Net income attributable to preferred stockholders | (7,420 | ) | (7,420 | ) | (7,420 | ) | ||||||
Numerator for basic and diluted EPS | $ | 476,975 | $ | (2,893 | ) | $ | (5,622 | ) | ||||
Denominator for basic EPS | 43,498 | 47,223 | 43,997 | |||||||||
Dilutive effect of RSUs and PSUs | 647 | 0 | 0 | |||||||||
Denominator for dilutive EPS | 44,145 | 47,223 | 43,997 | |||||||||
Net income/(loss) per common share: | ||||||||||||
Basic | $ | 10.97 | $ | (0.06 | ) | $ | (0.13 | ) | ||||
Dilutive | $ | 10.80 | $ | (0.06 | ) | $ | (0.13 | ) | ||||
12. Stockholder’s Equity
On October 4, 2016, the Company completed a public preferred stock offering pursuant to which the Company sold 4,000,000 shares of our 6.625% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), par value $0.01 per share to the public at a price of $25.00 per share. The Company raised $100.0 million in gross proceeds, resulting in net proceeds to the Company of approximately $96.5 million after deducting $3.5 million in underwriting discounts and expenses related to the offering. On October 28, 2016, the Company issued an additional 480,000 shares of Series A Preferred Stock pursuant to the partial exercise of the underwriters’ overallotment option, raising an additional $12.0 million in gross proceeds before underwriting discounts and expenses. The preferred stock is perpetual and from October 4, 2021, the Company may at its option redeem the Preferred Stock in whole or in part at a redemption price equal to $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including the date of redemption.
On June 16, 2017, the Company and the Operating Partnership previously entered into the equity distribution agreements (collectively, the “Original Agreements”) with each of KeyBanc Capital Markets Inc.,
Raymond
James & Associates, Inc. and BMO Capital Markets Corp. (collectively, the “Sales Agents”), pursuant to which the Company may issue and sell from time to time shares of common stock and the Company’s 6.625% Series A Preferred Stock (the “Series A Preferred Stock”) through the Sales Agents, acting as agents or principals (the “ATM Program”). On November 1, 2018, the Company and the Operating Partnership entered into amendments (the “Amendments”) to the Original Agreements (as amended by the Amendments, the “EDAs”) with each of the Sales Agents to increase the number of shares of common stock issuable under the ATM Program. Pursuant to the terms of the EDAs, the Company may issue and sell from time to time, up to 8,000,000 shares of common stock and up to 1,000,000 shares of Series A Preferred Stock through the Sales Agents pursuant to the ATM Program. Pursuant to the EDAs, the shares may be offered and sold through the Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the New York Stock Exchange or sales made to or through a market maker
77
other than on an exchange or, with the prior consent of the Company, in privately negotiated transactions. The Sales Agents will be entitled to compensation of up to 2.0% of the gross proceeds of shares sold through the Sales Agents from time to time under the EDAs. The Company has no obligation to sell any of the shares under the EDAs and may at any time suspend solicitations and offers under, or terminate, the EDAs. During the year ended December 31, 2019, the Company issued 8,000,000 shares of common stock under the ATM Program. The Company raised $106.5 million in aggregate gross proceeds, resulting in aggregate net proceeds to the Company of approximately $104.8 million after deducting sales commissions and offering expenses. During the year ended December 31, 2018, the Company issued 3,410,802 shares of common stock under the ATM Program pursuant to the Original Agreements. The Company raised $43.6 million in gross proceeds, resulting in net proceeds to us of approximately $42.9 million
after deducting sales commissions and offering expenses. The Company
terminated the Prior EDAs effective February 25, 2020.
The Company did not issue any shares of common stock or Series A Preferred Stock under the Prior ATM Program for the period beginning on January 1, 2020 through the date the Prior EDAs were terminated.
On October 7, 2019, the Company completed a public offering pursuant to which the Company sold 6,900,000 shares of its common stock, inclusive of the overallotment option. The Company raised $95.6 million in aggregate gross proceeds, resulting in aggregate net proceeds to the Company of approximately $94.1 million after deducting underwriting discounts and offering expenses.
Non-controlling Interests
83
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 common stock and up to 1,000,000 Series A Preferred Stock through the Sales Agents, acting as agents or principals (the “ATM Program”). The following table summarizesCompany did not issue any shares of common stock or Series A Preferred Stock under thenon-controlling interests ATM Program during the fiscal year ended December 30, 2020 and 2021.
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 propertiesaccordance 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 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 0shares repurchased during the year ended December 31, 2019 and December 31, 2018 (in thousands):
| December 31, 2019 | December 31, 2018 | |||||||
City Center | $ | (147 | ) | $ | (183 | ) | ||
Central Fairwinds | (314 | ) | (304 | ) | ||||
AmberGlen | (1,141 | ) | (1,272 | ) | ||||
FRP Collection | 851 | 791 | ||||||
Park Tower | 1,875 | 1,932 | ||||||
| �� |
|
|
|
| ||||
| $ | 1,124 | $ | 964 | |||||
|
|
|
| |||||
Common Stock and Common Unit Distributions
2021. During the year ended December 31, 2019,2020, the Company completed the repurchase of 11,363,851 shares of its common stock for approximately $100.0 million. There were 0shares repurchased during the year ended December 31, 2019.
Common Stock and Common Unit Distributions
During the year ended December 31, 2021, the Company declared aggregate cash distributions to common stockholders and common unitholders of $44.3$28.3 million. The Company paid aggregate cash distributions of $40.7$26.1 million for the year-endedyear ended December 31, 20192021 and $12.8$8.7 million was payable as of December 31, 2019.
2021.
During the year ended December 31, 2019,2021, the Company declared the following distributions per share and unit:
Period | Distribution per Common Share/Unit | Declaration Date | Record Date | Payment Date | ||||||||||||
January 1, 2019 – March 31, 2019 | $ | 0.235 | March 15, 2019 | April 11, 2019 | April 25, 2019 | |||||||||||
April 1, 2019 – June 30, 2019 | 0.235 | June 14, 2019 | July 11, 2019 | July 25, 2019 | ||||||||||||
July 1, 2019 – September 30, 2019 | 0.235 | September 16, 2019 | October 11, 2019 | October 25, 2019 | ||||||||||||
October 1, 2019 – December 31, 2019 | 0.235 | December 13, 2019 | January 10, 2020 | January 24, 2020 | ||||||||||||
|
| |||||||||||||||
Total | $ | 0.940 | ||||||||||||||
|
| |||||||||||||||
Period | Distribution per Common Share/Unit | Declaration Date | Record Date | Payment Date | ||||||||||||
January 1, 2021 – March 31, 2021 | $ | 0.15 | March 23, 2021 | April 9, 2021 | April 23, 2021 | |||||||||||
April 1, 2021 – June 30, 2021 | 0.15 | June 15, 2021 | July 9, 2021 | July 23, 2021 | ||||||||||||
July 1, 2021 – September 30, 2021 | 0.15 | September 16, 2021 | October 8, 2021 | October 22, 2021 | ||||||||||||
October 1, 2021 – December 31, 2021 | 0.20 | December 17, 2021 | January 11, 2022 | January 25, 2022 | ||||||||||||
Total | $ | 0.65 | ||||||||||||||
84
Preferred Stock Distributions
During the year ended December 31, 2019,2021, the Company declared aggregate cash distributions to preferred stockholders of $7.4 million. The Company paid aggregate cash distributions of $7.4 million for the year ended December 31, 20192021 and $1.9 million was payable as of December 31, 2019.
78
Restricted Stock Units
Equity Incentive Plan
The Company has an equity incentive plan (as amended, “Equity
non-executive
employees, and with approval of the On May 2, 2019, the Company’s stockholders approved an amendment to the Equity Incentive Plan increasing the maximum number of shares of common stock that may be issued under the Equity Incentive Plan from 1,263,580 shares to 2,263,580 shares. 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.
During the year ended December 31, 2019, 162,500
A restricted stock unitsunit (“RSUs”RSU”) were granted to directors, executive officers andnon-executive employees with a fair value of $1.8 million. The awards will vest in three equal, annual installments on each of the first three anniversaries of the date of grant.
During the year ended December 31, 2018, 156,375 RSUs were granted to directors, executive officers andnon-executive employees with a fair value of $1.9 million. The awards will vest in three equal, annual installments on each of the first three anniversaries of the date of grant.
During the year ended December 31, 2017, 117,478 RSUs were granted to directors, executive officers andnon-executive employees with a fair value of $1.5 million. The awards will vest in three equal, annual installments on each of the first three anniversaries of the date of grant.
For the year ended December 31, 2019, December 31, 2018 and December 31, 2017, the Company recognized net compensation expense of $1.7 million, $1.4 million and $1.7 million respectively related to the RSUs.
A RSU award represents the right to receive shares of the Company’s common stock in the future, after the applicable vesting criteria, determined by the plan administrator, has been satisfied. The holder of an award of RSU has no rights as a stockholder until shares of common stock are issued in settlement of vested restricted stock units. The plan administrator may provide for a grant of dividend equivalent rights in connection with the grant of RSU; provided, however, that if the restricted stock units do not vest solely upon satisfaction of continued employment or service, any payment in respect to the related dividend equivalent rights will be held by the Company and paid when, and only to the extent that, the related RSU vest.
79
On January 27, 2020, each of the Board of Directors and the Compensation Committee approved a new form
(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.
8
5
13. Quarterly Financial Information (unaudited):
The following tables summarize certain selected quarterly financial data for 2019 and 2018 (in thousands, except per share data). Summationtable summarizes the activity of the individual quarters of net income/(loss) per share may notawards under the Equity Incentive Plan for the years ended Decem
b
er 31, 2021, December 31, 2020 and December 31, 2019:Number of RSUs | Number of Performance RSUs | |||||||
Outstanding at December 31, 2018 | 354,323 | 0 | ||||||
Granted | 162,500 | 0 | ||||||
Issuance of dividend equivalents | 31,145 | 0 | ||||||
Vested | (212,553 | ) | 0 | |||||
Forfeited | 0 | 0 | ||||||
Outstanding at December 31, 2019 | 335,415 | 0 | ||||||
Granted | 147,050 | 97,500 | ||||||
Issuance of dividend equivalents | 25,727 | 0 | ||||||
Vested | (175,757 | ) | 0 | |||||
Forfeited | 0 | 0 | ||||||
Outstanding at December 31, 2020 | 332,435 | 97,500 | ||||||
Granted | 169,500 | 120,000 | ||||||
Issuance of dividend equivalents | 18,665 | 0 | ||||||
Vested | (177,038 | ) | 0 | |||||
Forfeited | (1,403 | ) | 0 | |||||
Outstanding at December 31, 2021 | 342,159 | 217,500 | ||||||
During the years ended December 31, 2021, December 31, 2020 and December 31, 2019 the Company granted the following restricted stock units (“RSUs”) and Performance RSUs 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 | |||||||||||||||
2019 | 162,500 | 0 | $ | 1,825 | $ | 11.23 | ||||||||||
2020 | 147,050 | 97,500 | 3,355 | 13.72 | ||||||||||||
2021 | 169,500 | 120,000 | 2,808 | 9.70 | ||||||||||||
The RSU Awards will vest in three equal, annual totals due to rounding.
| 2019 Quarters | ||||||||||||||||
| Fourth | Third | Second | First | |||||||||||||
Revenue | $ | 39,060 | $ | 38,946 | $ | 41,171 | $ | 37,120 | ||||||||
Net income/(loss) | 2,988 | (947 | ) | 1,321 | (920 | ) | ||||||||||
Net income/(loss) attributable to common stockholders | 987 | (2,966 | ) | (699 | ) | (2,944 | ) | |||||||||
Net income/(loss) per share | 0.02 | (0.07 | ) | (0.02 | ) | (0.07 | ) | |||||||||
| 2018 Quarters | ||||||||||||||||
| Fourth | Third | Second | First | |||||||||||||
Revenue | $ | 34,167 | $ | 33,547 | $ | 30,236 | $ | 31,534 | ||||||||
Net (loss)/income | (6,684 | ) | (1,161 | ) | (684 | ) | 47,198 | |||||||||
Net (loss)/income attributable to common stockholders | (8,656 | ) | (3,151 | ) | (2,653 | ) | 45,208 | |||||||||
Net (loss)/income per share | (0.22 | ) | (0.08 | ) | (0.07 | ) | 1.25 | |||||||||
80
During the years ended December 31, 2021, December 31, 2020 and December 31, 2019 the Company recognized net compensation expense for the RSUs and Performance RSU Awards as follows (in thousands):
RSUs | Performance RSUs | Total | ||||||||||
2019 | $ | 1,742 | $ | 0 | $ | 1,742 | ||||||
2020 | 1,919 | 414 | 2,333 | |||||||||
2021 | 1,833 | 808 | 2,641 | |||||||||
8
6
SCHEDULE III – REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION
December 31, 2019
2021
(In thousands)
| Encumbrances(2) | Intial Costs to Company | Costs Capitalized Subsequent to Acquisition |
| Gross Amount at Which Carried as of December 31, 2019(1) | Accumulated Amortization | Year of Construction | Year Acquired | |||||||||||||||||||||||||||||||||
Description | Land | Buildings and Improvements | Improvements | Land | Building and Improvements | Total(3) | ||||||||||||||||||||||||||||||||||
AmberGlen | $ | 20,000 | $ | 6,546 | $ | 3,490 | $ | 2,578 | $ | 6,546 | $ | 6,068 | $ | 12,614 | $ | 2,898 | 1984-1998 | 2009 | ||||||||||||||||||||||
City Center | 22,965 | 3,123 | 10,656 | 9,790 | 3,123 | 20,446 | 23,569 | 7,484 | 1984 | 2010 | ||||||||||||||||||||||||||||||
Central Fairwinds | 17,534 | 1,747 | 9,751 | 6,927 | 1,747 | 16,678 | 18,425 | 4,471 | 1982 | 2012 | ||||||||||||||||||||||||||||||
Cherry Creek | 46,867 | 25,745 | 20,144 | 1,837 | 25,745 | 21,981 | 47,726 | 6,590 | 1962-1980 | 2014 | ||||||||||||||||||||||||||||||
Lake Vista Pointe | 17,717 | 4,115 | 20,600 | 178 | 4,115 | 20,778 | 24,893 | 5,171 | 2007 | 2014 | ||||||||||||||||||||||||||||||
Florida Research Park(4) | 45,969 | 11,446 | 56,475 | 3,228 | 11,446 | 59,703 | 71,149 | 9,100 | 1999 | 2014; 2016 | ||||||||||||||||||||||||||||||
Superior Pointe | — | 3,153 | 19,834 | 1,810 | 3,153 | 21,644 | 24,797 | 3,452 | 2000 | 2015 | ||||||||||||||||||||||||||||||
Denver Tech(5) | 15,461 | 18,002 | 52,719 | 1,679 | 18,002 | 54,398 | 72,400 | 4,314 | 1999; 1997 | 2015; 2019 | ||||||||||||||||||||||||||||||
190 Office Center | 40,854 | 7,162 | 39,690 | 1,596 | 7,162 | 41,286 | 48,448 | 5,110 | 2001 | 2015 | ||||||||||||||||||||||||||||||
Intellicenter | 32,971 | 5,244 | 34,278 | 69 | 5,244 | 34,347 | 39,591 | 4,726 | 2008 | 2015 | ||||||||||||||||||||||||||||||
Carillon Point | 15,972 | 5,172 | 17,316 | 213 | 5,172 | 17,529 | 22,701 | 3,160 | 2007 | 2016 | ||||||||||||||||||||||||||||||
Park Tower | — | 3,479 | 68,656 | 15,513 | 3,479 | 84,169 | 87,648 | 9,617 | 1973 | 2016 | ||||||||||||||||||||||||||||||
5090 N 40th St | 22,000 | 6,696 | 32,123 | 1,633 | 6,696 | 33,756 | 40,452 | 3,018 | 1988 | 2016 | ||||||||||||||||||||||||||||||
SanTan | 34,053 | 6,803 | 37,187 | 4,556 | 6,803 | 41,743 | 48,546 | 5,180 | 2000-2003 | 2016 | ||||||||||||||||||||||||||||||
2525 McKinnon | 27,000 | 10,629 | 34,515 | 1,778 | 10,629 | 36,293 | 46,922 | 2,846 | 2003 | 2017 | ||||||||||||||||||||||||||||||
Mission City | 47,000 | 25,741 | 41,474 | 6,337 | 25,741 | 47,811 | 73,552 | 6,066 | 1990-2007 | 2017 | ||||||||||||||||||||||||||||||
Sorrento Mesa | — | 34,305 | 36,726 | 2,445 | 34,305 | 39,171 | 73,476 | 4,093 | 1985-2001 | 2017 | ||||||||||||||||||||||||||||||
Papago Tech | — | 10,746 | 19,762 | 709 | 10,746 | 20,471 | 31,217 | 2,169 | 1993-1995 | 2017 | ||||||||||||||||||||||||||||||
Pima Center | — | — | 45,133 | 1,030 | — | 46,163 | 46,163 | 3,345 | 2006-2008 | 2018 | ||||||||||||||||||||||||||||||
Circle Point | 39,650 | 9,320 | 39,101 | 1,581 | 9,320 | 40,682 | 50,002 | 3,036 | 2001 | 2018 | ||||||||||||||||||||||||||||||
The Quad | 30,600 | 8,079 | 39,858 | 93 | 8,079 | 39,951 | 48,030 | 2,103 | 1982 | 2018 | ||||||||||||||||||||||||||||||
Greenwood Blvd | 22,425 | 3,945 | 26,019 | 500 | 3,945 | 26,519 | 30,464 | 915 | 1997 | 2018 | ||||||||||||||||||||||||||||||
Camelback Square | — | 11,738 | 37,922 | 1,267 | 11,738 | 39,189 | 50,927 | 1,325 | 1978 | 2018 | ||||||||||||||||||||||||||||||
Canyon Park | 40,950 | 7,098 | 38,416 | 2,691 | 7,098 | 41,107 | 48,205 | 1,046 | 1993; 1999 | 2019 | ||||||||||||||||||||||||||||||
Cascade Station | 22,304 | — | 27,220 | 36 | — | 27,256 | 27,256 | 600 | 2008-2009 | 2019 | ||||||||||||||||||||||||||||||
Corporate | 50,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total | $ | 612,292 | $ | 230,034 | $ | 809,065 | $ | 70,074 | $ | 230,034 | $ | 879,139 | $ | 1,109,173 | $ | 101,835 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Initial Costs to Company | Costs Capitalized Subsequent to Acquisition | Gross Amount at Which Carried as of December 31, 2021 (1) | Accumulated Amortization | Year of Construction | Year Acquired | |||||||||||||||||||||||||||||||||||
Description | Encumbrances (2) | Land | Buildings and Improvements | Improvements | Land | Building and Improvements | Total | |||||||||||||||||||||||||||||||||
AmberGlen | $ | 20,000 | $ | 6,546 | $ | 3,490 | $ | 2,566 | $ | 6,546 | $ | 6,056 | $ | 12,602 | $ | 3,275 | 1984 -1998 | 2009 | ||||||||||||||||||||||
City Center | 0 | 3,123 | 10,656 | 9,883 | 3,123 | 20,539 | 23,662 | 8,677 | 1984 | 2010 | ||||||||||||||||||||||||||||||
Central Fairwinds | 16,707 | 1,747 | 9,751 | 7,124 | 1,747 | 16,875 | 18,622 | 5,606 | 1982 | 2012 | ||||||||||||||||||||||||||||||
Lake Vista Point | 17,018 | 4,115 | 20,600 | 196 | 4,115 | 20,796 | 24,911 | 6,768 | 2007 | 2014 | ||||||||||||||||||||||||||||||
Florida Research Park | 43,992 | 11,446 | 56,475 | 5,241 | 11,446 | 61,716 | 73,162 | 13,969 | 1999 | 2014 ; 2016 | ||||||||||||||||||||||||||||||
Superior Pointe | 0 | 3,153 | 19,834 | 2,442 | 3,153 | 22,276 | 25,429 | 5,156 | 2000 | 2015 | ||||||||||||||||||||||||||||||
Denver Tech | 0 | 18,002 | 52,719 | 8,704 | 18,002 | 61,423 | 79,425 | 9,763 | 1999 ; 1997 | 2015; 2019 | ||||||||||||||||||||||||||||||
190 Office Center | 39,581 | 7,162 | 39,690 | 2,319 | 7,162 | 42,009 | 49,171 | 7,546 | 2001 | 2015 | ||||||||||||||||||||||||||||||
Intellicenter | 31,883 | 5,244 | 34,278 | 137 | 5,244 | 34,415 | 39,659 | 6,744 | 2008 | 2015 | ||||||||||||||||||||||||||||||
Carillon Point | 15,185 | 5,172 | 17,316 | 1,492 | 5,172 | 18,808 | 23,980 | 4,631 | 2007 | 2016 | ||||||||||||||||||||||||||||||
Park Tower | 0 | 3,479 | 68,656 | 17,262 | 3,479 | 85,918 | 89,397 | 16,982 | 1973 | 2016 | ||||||||||||||||||||||||||||||
5090 N 40 th St | 21,233 | 6,696 | 32,123 | 3,346 | 6,696 | 35,469 | 42,165 | 5,408 | 1988 | 2016 | ||||||||||||||||||||||||||||||
SanTan | 32,807 | 6,803 | 37,187 | 5,982 | 6,803 | 43,169 | 49,972 | 10,107 | 2000 -2003 | 2016 | ||||||||||||||||||||||||||||||
2525 McKinnon | 27,000 | 10,629 | 34,515 | 2,529 | 10,629 | 37,044 | 47,673 | 5,075 | 2003 | 2017 | ||||||||||||||||||||||||||||||
Mission City | 47,000 | 25,741 | 41,474 | 10,274 | 25,741 | 51,748 | 77,489 | 11,311 | 1990 -2007 | 2017 | ||||||||||||||||||||||||||||||
Papago Tech | 0 | 10,746 | 19,762 | 1,351 | 10,746 | 21,113 | 31,859 | 4,234 | 1993 -1995 | 2017 | ||||||||||||||||||||||||||||||
Pima Center | 0 | 0 | 45,133 | 3,369 | 0 | 48,502 | 48,502 | 6,776 | 2006 -2008 | 2018 | ||||||||||||||||||||||||||||||
Circle Point | 39,650 | 9,320 | 39,101 | 2,788 | 9,320 | 41,889 | 51,209 | 5,999 | 2001 | 2018 | ||||||||||||||||||||||||||||||
The Quad | 30,600 | 8,079 | 39,858 | 243 | 8,079 | 40,101 | 48,180 | 4,859 | 1982 | 2018 | ||||||||||||||||||||||||||||||
Greenwood Blvd | 21,920 | 3,945 | 26,019 | 1,224 | 3,945 | 27,243 | 31,188 | 2,855 | 1997 | 2018 | ||||||||||||||||||||||||||||||
Camelback Square | 0 | 11,738 | 37,922 | 6,411 | 11,738 | 44,333 | 56,071 | 4,390 | 1978 | 2018 | ||||||||||||||||||||||||||||||
Canyon Park | 40,381 | 7,098 | 38,416 | 5,044 | 7,098 | 43,460 | 50,558 | 4,255 | 1993; 1999 | 2019 | ||||||||||||||||||||||||||||||
Cascade Station | 21,581 | 0 | 27,220 | 334 | 0 | 27,554 | 27,554 | 2,632 | 2008 - 2009 | 2019 | ||||||||||||||||||||||||||||||
Block 23 | 0 | 0 | 115,747 | 2,375 | 0 | 118,122 | 118,122 | 168 | 2019 | 2021 | ||||||||||||||||||||||||||||||
The Terraces | 0 | 15,861 | 101,455 | 6,431 | 15,861 | 107,886 | 123,747 | 156 | 2017 | 2021 | ||||||||||||||||||||||||||||||
Bloc 83 | 0 | 18,956 | 280,313 | 5,075 | 18,956 | 285,388 | 304,344 | 14 | 2019 ; 2021 | 2021 | ||||||||||||||||||||||||||||||
Corporate | 192,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Total | $ | 658,538 | $ | 204,801 | $ | 1,249,710 | $ | 114,142 | $ | 204,801 | $ | 1,363,852 | $ | 1,568,653 | $ | 157,356 | ||||||||||||||||||||||||
| (1) | The aggregate cost for federal tax purposes as of December 31, |
| (2) | Encumbrances exclude net deferred financing costs of |
|
|
|
81
87
A summary of activity for real estate and accumulated depreciation for the years ended December 31, 20192021, 2020 and 20182019 is as follows:
| 2019 | 2018 | |||||||
Real Estate Properties | ||||||||
Balance, beginning of year | $ | 1,005,647 | $ | 776,301 | ||||
Acquisitions | 113,134 | 225,476 | ||||||
Dispositions and impairments | (27,585 | ) | (5,715 | ) | ||||
Capital improvements | 22,491 | 30,378 | ||||||
Assets held for sale | (4,514 | ) | (20,793 | ) | ||||
|
|
|
| |||||
Balance, end of year | $ | 1,109,173 | $ | 1,005,647 | ||||
|
|
|
| |||||
Accumulated Depreciation | ||||||||
Balance, beginning of year | $ | 70,484 | $ | 48,234 | ||||
Depreciation | 35,531 | 29,196 | ||||||
Dispositions | (4,180 | ) | (2,301 | ) | ||||
Depreciation on assets held for sale | — | (4,645 | ) | |||||
|
|
|
| |||||
Balance, end of year | $ | 101,835 | $ | 70,484 | ||||
|
|
|
| |||||
82
2021 | 2020 | 2019 | ||||||||||
Real Estate Properties | ||||||||||||
Balance, beginning of year | $ | 1,086,809 | $ | 1,109,173 | $ | 1,005,647 | ||||||
Acquisitions | 587,403 | 0 | 113,134 | |||||||||
Dispositions | (121,602 | ) | (1,993 | ) | (27,585 | ) | ||||||
Capital improvements | 16,043 | 27,503 | 22,491 | |||||||||
Assets held for sale | 0 | (47,874 | ) | (4,514 | ) | |||||||
Balance, end of year | $ | 1,568,653 | $ | 1,086,809 | $ | 1,109,173 | ||||||
Accumulated Depreciation | ||||||||||||
Balance, beginning of year | $ | 131,220 | $ | 101,835 | $ | 70,484 | ||||||
Depreciation | 39,106 | 38,372 | 35,531 | |||||||||
Dispositions | (12,970 | ) | (1,962 | ) | (4,180 | ) | ||||||
Depreciation on assets held for sale | 0 | (7,025 | ) | 0 | ||||||||
Balance, end of year | $ | 157,356 | $ | 131,220 | $ | 101,835 | ||||||
88
EXHIBIT INDEX
89
90
91
Exhibit Number | Description | |
| 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. |
| * | Compensatory Plan or arrangement |
| ** | 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 Operations; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. |
ITEM 16. FORM
10-K
SUMMARYNone.
92
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: February | By: | /s/ James Farrar | ||||
| James Farrar | ||||||
| Chief Executive Officer and Director | ||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ James Farrar James Farrar | Chief Executive Officer and Director (Principal Executive Officer) | February | ||
/s/ Anthony Maretic Anthony Maretic | Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) | February | ||
/s/ John McLernon John McLernon | Independent Director, Chairman of Board of Directors | February | ||
/s/ Mark Murski Mark Murski | Independent Director | February | ||
/s/ William Flatt William Flatt | Independent Director | February | ||
/s/ John Sweet John Sweet | Independent Director | February | ||
/s/ Sabah Mirza Sabah Mirza | Independent Director | February | ||
93