UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-Q

(Mark One)

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

For the quarterly period ended ~~September~~June 30, ~~2018~~2019

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

For the transition period from to

Commission ~~file no:~~File Number:001-36409

CITY OFFICE REIT, INC.

(Exact name of registrant as specified in its charter)


Maryland		98-1141883
(State or other jurisdiction of incorporation or organization)		(~~IRS~~I.R.S. Employer
~~of incorporation)~~		Identification No.)
	~~1075 West Georgia Street~~
	~~Suite 2010~~
	~~Vancouver, BC~~ ~~V6E 3C9~~
~~(Address of principal executive offices) (Zip Code)~~

~~Registrant’s telephone number, including area code: (604)806-3366~~

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

Former name, former address and former fiscal year, if changed since last report: N/A

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	“CIO”	New York Stock Exchange
6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	“CIO.PrA”	New York Stock Exchange

Indicate by check mark whether the ~~registrant:~~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 RegulationS-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, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”,~~filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ ☒ No ☒

The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at ~~October~~July 29, ~~2018~~2019 was ~~39,544,073.~~

39,647,063.

City Office REIT, Inc.

Quarterly Report on Form10-Q

For the Quarter Ended ~~September~~June 30, ~~2018~~2019

Table of Contents


PART I. FINANCIAL INFORMATION			3

Item 1.	Financial Statements		3

	Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018		3

	Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018		4

	Condensed Consolidated Statements of Changes in Equity for the ~~Nine~~Three and Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~Year Ended December 31, 2017~~2018		5

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018		6

	Notes to Condensed Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		24

Item 4.	Controls and Procedures		25

PART II. OTHER INFORMATION			26

Item 1.	Legal Proceedings		26

Item 1A.	Risk Factors		26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		26

Item 3.	Defaults Upon Senior Securities		26

Item 4.	Mine Safety Disclosures		26

Item 5.	Other Information		26

Item 6.	Exhibits		27

Signatures		28	29

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

~~Item 1. Financial Statements~~

City Office REIT, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except par value and share data)


							June 30,			December 31,
	September 30, 2018			December 31, 2017			2019			2018
Assets
Real estate properties
Land	$	204,934		$	188,110		$	224,837		$	223,789
Building and improvement		656,538			534,473			762,537			704,113
Tenant improvement		74,306			53,427			86,374			77,426
Furniture, fixtures and equipment		321			291			285			319

		936,099			776,301			1,074,033			1,005,647
Accumulated depreciation		(67,870	)		(48,234	)		(86,475	)		(70,484	)

		868,229			728,067			987,558			935,163

Cash and cash equivalents		13,696			12,301			11,581			16,138
Restricted cash		20,136			22,713			19,295			17,007
Rents receivable, net		25,081			20,087			31,008			26,095
Deferred leasing costs, net		10,250			7,793			11,039			10,402
Acquired lease intangible assets, net		73,777			65,088			71,972			75,501
Prepaid expenses and other assets		2,706			2,013
Other assets								17,141			2,755
Assets held for sale		—			38,427			—			17,370

Total Assets	$	1,013,875		$	896,489		$	1,149,594		$	1,100,431

Liabilities and Equity
Liabilities:
Debt	$	546,016		$	489,509		$	709,670		$	645,354
Accounts payable and accrued liabilities		23,163			17,605			22,960			25,892
Deferred rent		4,698			4,223			5,625			5,331
Tenant rent deposits		4,406			3,523			5,780			4,564
Acquired lease intangible liabilities, net		8,693			8,649			9,249			8,887
Dividend distributions payable		11,148			10,318
Other liabilities								19,512			11,148
Liabilities related to assets held for sale		—			2,830			—			878

Total Liabilities		598,124			536,657			772,796			702,054

Commitments and Contingencies (Note 9)
Equity:
6.625% Series A Preferred stock, $0.01 par value per share, 5,600,000 shares authorized, 4,480,000 issued and outstanding		112,000			112,000			112,000			112,000
Common stock, $0.01 par value, 100,000,000 shares authorized, 39,544,073 and 36,012,086 shares issued and outstanding		395			360
Common stock, $0.01 par value, 100,000,000 shares authorized, 39,647,063 and 39,544,073 shares issued and outstanding								396			395
Additionalpaid-in capital		376,689			334,241			377,937			377,126
Accumulated deficit		(74,079	)		(86,977	)		(114,565	)		(92,108	)

Total Stockholders’ Equity		415,005			359,624			375,768			397,413
Non-controlling interests in properties		746			208			1,030			964

Total Equity		415,751			359,832			376,798			398,377

Total Liabilities and Equity	$	1,013,875		$	896,489		$	1,149,594		$	1,100,431

Subsequent Events (Note 11)

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

City Office REIT, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
Revenues:
Rental income	$	28,195		$	21,452		$	81,089		$	65,400
Expense reimbursement		4,502			2,541			11,592			7,682
Other		850			757			2,636			2,224

Total Revenues		33,547			24,750			95,317			75,306
Rental and other revenues													$	41,171		$	30,236			78,291			61,770

Operating Expenses:
Operating expenses:
Property operating expenses		13,253			10,693			36,627			30,977			14,526			11,748			28,370			23,374
General and administrative		1,850			1,446			5,793			5,236			3,362			1,966			5,660			3,943
Depreciation and amortization		13,379			9,449			37,044			29,095			14,604			11,771			29,022			23,665

Total Operating Expenses		28,482			21,588			79,464			65,308
Total operating expenses														32,492			25,485			63,052			50,982

Operating income		5,065			3,162			15,853			9,998			8,679			4,751			15,239			10,788
Interest Expense:
Interest expense:
Contractual interest expense		(5,915	)		(4,513	)		(16,184	)		(12,941	)		(7,502	)		(5,081	)		(14,645	)		(10,269	)
Amortization of deferred financing costs		(311	)		(372	)		(1,297	)		(1,027	)
Amortization of deferred financing costs and debt fair value														(334	)		(354	)		(671	)		(986	)

		(6,226	)		(4,885	)		(17,481	)		(13,968	)		(7,836	)		(5,435	)		(15,316	)		(11,255	)
Change in fair value of contingent consideration		—			—			—			2,000
Net gain on sale of real estate property		—			—			46,980			12,116			478			—			478			46,980

Net (loss)/income		(1,161	)		(1,723	)		45,352			10,146
Net income/(loss)														1,321			(684	)		401			46,513
Less:
Net income attributable tonon-controlling interests in properties		(135	)		(52	)		(384	)		(3,324	)		(165	)		(114	)		(334	)		(249	)

Net (loss)/income attributable to the Company		(1,296	)		(1,775	)		44,968			6,822
Net income/(loss) attributable to the Company														1,156			(798	)		67			46,264
Preferred stock distributions		(1,855	)		(1,855	)		(5,565	)		(5,556	)		(1,855	)		(1,855	)		(3,710	)		(3,710	)

Net (loss)/income attributable to common stockholders	$	(3,151	)	$	(3,630	)	$	39,403		$	1,266		$	(699	)	$	(2,653	)	$	(3,643	)	$	42,554

Net (loss)/income per common share:
Basic	$	(0.08	)	$	(0.12	)	$	1.08		$	0.04		$	(0.02	)	$	(0.07	)	$	(0.09	)	$	1.18

Diluted	$	(0.08	)	$	(0.12	)	$	1.07		$	0.04		$	(0.02	)	$	(0.07	)	$	(0.09	)	$	1.17

Weighted average common shares outstanding:
Basic		37,494			30,262			36,572			29,966			39,640			36,132			39,603			36,103

Diluted		37,494			30,262			36,920			30,268			39,640			36,132			39,603			36,452

Dividend distributions declared per common share	$	0.235		$	0.235		$	0.705		$	0.705		$	0.235		$	0.235		$	0.470		$	0.470

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

City Office REIT, Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(In thousands)


	Number of shares of preferred stock		Preferred stock		Number of shares of common stock		Common stock		Additional paid-in capital			Accumulated deficit			Total stockholders’ equity			Operating Partnership unitholders’ non-controlling interests			Non- controlling interests in properties			Total equity			Number of shares of preferred stock		Preferred stock		Number of shares of common stock		Common stock		Additional paid-in capital		Accumulated deficit			Total stockholders’ equity			Non- controlling interests in properties			Total equity
Balance – December 31, 2016		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	)		—			—
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		—		—		90		1		1,741			(71	)		1,671			—			—			1,671			—		—		92		1		302		(83	)		220			—			220
Net proceeds from sale of common stock		—		—		11,500		115		136,826			—			136,941			—			—			136,941
Common stock dividend distributions declared																												—		—		—		—		—		(9,314	)		(9,314	)		—			(9,314	)
Preferred stock dividend distributions declared																												—		—		—		—		—		(1,855	)		(1,855	)		—			(1,855	)
Contributions																												—		—		—		—		—		—			—			12			12
Distributions																												—		—		—		—		—		—			—			(134	)		(134	)
Net income																												—		—		—		—		—		(1,089	)		(1,089	)		169			(920	)

Balance - March 31, 2019																												4,480	$	112,000		39,636	$	396	$	377,428	$	(104,449	)	$	385,375		$	1,011		$	386,386

Restricted stock award grants and vesting																												—		—		11		—		509		(99	)		410			—			410
Common stock dividend distributions declared																												—		—		—		—		—		(9,318	)		(9,318	)		—			(9,318	)
Preferred stock dividend distributions declared																												—		—		—		—		—		(1,855	)		(1,855	)		—			(1,855	)
Contributions																												—		—		—		—		—		—			—			10			10
Distributions																												—		—		—		—		—		—			—			(156	)		(156	)
Net income																												—		—		—		—		—		1,156			1,156			165			1,321

Balance - June 30, 2019																												4,480	$	112,000		39,647	$	396	$	377,937	$	(114,565	)	$	375,768		$	1,030		$	376,798


																											Number of shares of preferred stock		Preferred stock		Number of shares of common stock		Common stock		Additional paid-in capital		Accumulated deficit			Total stockholders’ equity			Non- controlling interests in properties			Total equity
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																												—		—		120		1		356		(72	)		285			—			285
Common stock dividend distributions declared		—		—		—		—		—			(31,148	)		(31,148	)		—			—			(31,148	)		—		—		—		—		—		(8,491	)		(8,491	)		—			(8,491	)
Preferred stock dividend distributions declared		—		—		—		—		—			(7,906	)		(7,906	)		—			—			(7,906	)		—		—		—		—		—		(1,855	)		(1,855	)		—			(1,855	)
Distributions		—		—		—		—		—			—			—			—			(4,943	)		(4,943	)		—		—		—		—		—		—			—			(29	)		(29	)
Net income		—		—		—		—		—			5,756			5,756			—			3,402			9,158			—		—		—		—		—		47,063			47,063			135			47,198

Balance – December 31, 2017		4,480		112,000		36,012		360		334,241			(86,977	)		359,624			—			208			359,832
Balance – March 31, 2018																												4,480	$	112,000		36,132	$	361	$	334,597	$	(50,332	)	$	396,626		$	314		$	396,940

Restricted stock award grants and vesting		—		—		121		1		1,204			(230	)		975			—			—			975			—		—		1		—		412		(80	)		332			—			332
Net proceeds from sale of common stock		—		—		3,411		34		42,868			—			42,902			—			—			42,902
Common stock dividend distributions declared		—		—		—		—		—			(26,275	)		(26,275	)		—			—			(26,275	)		—		—		—		—		—		(8,491	)		(8,491	)		—			(8,491	)
Preferred stock dividend distributions declared		—		—		—		—		—			(5,565	)		(5,565	)		—			—			(5,565	)		—		—		—		—		—		(1,855	)		(1,855	)		—			(1,855	)
Minority interest buyout		—		—		—		—		(1,624	)		—			(1,624	)		—			485			(1,139	)
Contributions		—		—		—		—		—			—			—			—			43			43			—		—		—		—		—		—			—			43			43
Distributions		—		—		—		—		—			—			—			—			(374	)		(374	)		—		—		—		—		—		—			—			(135	)		(135	)
Net income		—		—		—		—		—			44,968			44,968			—			384			45,352			—		—		—		—		—		(798	)		(798	)		114			(684	)

Balance – September 30, 2018		4,480	$	112,000		39,544	$	395	$	376,689		$	(74,079	)	$	415,005		$	—		$	746		$	415,751
Balance - June 30, 2018																												4,480	$	112,000		36,133	$	361	$	335,009	$	(61,556	)	$	385,814		$	336		$	386,150

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

City Office REIT, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Nine Months Ended September 30,						Six Months Ended June 30,
	2018			2017			2019			2018
Cash Flows from Operating Activities:
Net income	$	45,352		$	10,146		$	401		$	46,513
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		37,044			29,095			29,022			23,665
Amortization of deferred financing costs		1,297			1,027
Amortization of deferred financing costs and debt fair value								671			986
Amortization of above/below market leases		(143	)		(126	)		(92	)		(140	)
Increase in straight-line rent		(3,491	)		(2,417	)
Increase in straight-line rent/expense								(3,424	)		(1,842	)
Non-cash stock compensation		1,061			1,430			879			705
Earn-out termination payment		—			(2,400	)
Net gain on sale of real estate property		(46,980	)		(12,116	)		(478	)		(46,980	)
Changes innon-cash working capital:
Rents receivable, net		(1,177	)		(285	)		(1,677	)		(93	)
Prepaid expenses and other assets		(162	)		(1,648	)
Other assets								(1,082	)		(3,034	)
Accounts payable and accrued liabilities		(1,434	)		2,270			(5,241	)		(6,467	)
Deferred rent		(1,428	)		(77	)		53			(2,042	)
Tenant rent deposits		140			580			(394	)		89

Net Cash Provided By Operating Activities		30,079			25,479			18,638			11,360

Cash Flows to Investing Activities:
Cash Flows (to)/from Investing Activities:
Additions to real estate properties		(15,785	)		(6,119	)		(9,881	)		(9,156	)
Acquisition of real estate		(162,462	)		(216,310	)		(61,012	)		(55,453	)
Net proceeds from sale of real estate		84,839			16,993			33,941			84,839
Deferred leasing costs		(3,222	)		(2,578	)		(1,598	)		(2,057	)

Net Cash Used In Investing Activities		(96,630	)		(208,014	)
Net Cash (Used In)/Provided By Investing Activities								(38,550	)		18,173

Cash Flows from Financing Activities:
Proceeds from sale of common stock		42,902			67,991
Cash Flows from/(to) Financing Activities:
Debt issuance and extinguishment costs		(2,662	)		(1,198	)		(648	)		(1,942	)
Proceeds from mortgage loans payable		73,324			119,340			40,950			—
Repayment of mortgage loans payable		(35,128	)		(26,759	)		(2,327	)		(34,121	)
Proceeds from credit facility		196,500			187,000			55,000			82,000
Repayment of credit facility		(177,000	)		(117,500	)		(52,500	)		(57,000	)
Shares withheld for payment of taxes on restricted stock unit vesting		(87	)		—			(246	)		(86	)
Minority interest buyout		(1,139	)		—
Contributions fromnon-controlling interests in properties		43			—			22			43
Distributions tonon-controlling interests in properties		(374	)		(4,764	)		(290	)		(165	)
Dividend distributions paid to stockholders and Operating Partnership unitholders		(31,010	)		(27,290	)		(22,318	)		(20,664	)

Net Cash Provided By Financing Activities		65,369			196,820
Net Cash Provided By/(Used In) Financing Activities								17,643			(31,935	)

Net (Decrease)/Increase in Cash, Cash Equivalents and Restricted Cash		(1,182	)		14,285
Net Decrease in Cash, Cash Equivalents and Restricted Cash								(2,269	)		(2,402	)
Cash, Cash Equivalents and Restricted Cash, Beginning of Period		35,014			29,651			33,145			35,014

Cash, Cash Equivalents and Restricted Cash, End of Period	$	33,832		$	43,936		$	30,876		$	32,612

Reconciliation of Cash, Cash Equivalents and Restricted Cash:
Cash and Cash Equivalents, End of Period		13,696			18,896		$	11,581		$	14,655
Restricted Cash, End of Period		20,136			25,040			19,295			17,957

Cash, Cash Equivalents and Restricted Cash, End of Period	$	33,832		$	43,936		$	30,876		$	32,612

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	15,967		$	12,800		$	14,696		$	9,962
Purchases of additions in real estate properties included in accounts payable	$	4,379		$	364		$	1,411		$	3,380
Purchases of deferred leasing costs included in accounts payable	$	430		$	27		$	160		$	158
Debt assumed on acquisition of real estate							$	22,473		$	—

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

City Office REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

1. Organization and Description of Business

City Office REIT, Inc. (the “Company”) was organized in the state of Maryland on November 26, 2013. On April 21, 2014, the Company completed its initial public offering (“IPO”) of shares of the Company’s common stock. The Company contributed the net proceeds of the IPO to City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), in exchange for common units of limited partnership interest in the Operating Partnership (“common units”).

The Company’s interest in the Operating Partnership entitles the Company to share in distributions from, and allocations of profits and losses of, the Operating Partnership in proportion to the Company’s percentage ownership of common units. As the sole general partner of the Operating Partnership, the Company has the exclusive power under the Operating Partnership’s partnership agreement to manage and conduct the Operating Partnership’s business, subject to limited approval and voting rights of the limited partners.

The Company has elected to be taxed, and will continue to operate in a manner that will allow it to continue to qualify, as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to qualification as a REIT, the Company will be permitted to deduct dividend distributions paid to its stockholders, eliminating the U.S. federal taxation of income represented by such distributions at the Company level. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal and state income tax on its taxable income at regular corporate tax rates and, for tax years beginning before 2018, any applicable alternative minimum tax.

2. Summary of Significant Accounting Policies

Basis of Preparation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with Securities and Exchange Commission rules and regulations and generally accepted accounting principles in the United States of America (“US GAAP”) and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form10-K for the year ended December 31, ~~2017.~~2018.

New Accounting Pronouncements

Adopted in the Current Year

~~Effective~~In February 2016, the Financial Accounting Standards Board, or FASB, established Topic 842, Leases, by issuing Accounting Standards Update (“ASU”)No. 2016-02, which requires lessors to classify leases as a sales-type, direct financing, or operating lease and requires lessees to recognize leaseson-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASUNo. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASUNo. 2018-10, Codification Improvements to Topic 842, Leases; and ASUNo. 2018-11, Targeted Improvements.

The Company adopted the new standard effective January 1, ~~2018,~~2019 and elected the effective date method for the transition. The Company elected the following practical expedients:

Transition method practical expedient – permits the Company ~~adopted FASB ASU2014-09,~~ ~~Revenue From Contracts with Customers, on a modified retrospective basis. The standard is principle-based and provides a five-step model~~ to ~~determine when and how revenue is recognized. The core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects~~use the ~~consideration to which it expects to be entitled in exchange for those goods or services. The~~effective date as the date of initial application. Upon adoption, the Company ~~has reviewed its revenue streams and determined that the majority are under the guidance of ASU2016-02,~~ ~~Leases. Net gain on sale of real estate is under the guidance of ASU2017-05,~~ ~~Other Income. The adoption of this guidance~~ did not have a ~~material impact~~cumulative-effect adjustment to the ~~Company’s condensed consolidated financial statements or notes to our condensed consolidated financial statements.~~

~~Effective~~opening balance of retained earnings. Financial information and disclosures for periods before January 1, ~~2018, the Company adopted FASB ASU2016-01,~~ ~~Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in ASU2016-01~~ ~~address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The adoption of this guidance did~~2019 were not ~~have a material impact to the Company’s condensed consolidated financial statements.~~updated.

~~Effective January 1, 2018,~~Package of practical expedients – permits the Company ~~adopted FASB ASU2016-15,~~ ~~Statement of Cash Flow: Classification of Certain Cash Receipts~~not to reassess under the new standard its prior conclusions about lease identification, lease classification, and ~~Cash Payments, on a retrospective basis. The adoption of this guidance did not have a material impact to the Company’s condensed consolidated financial statements.~~

~~Effective January 1, 2018,~~initial direct costs. This allowed the Company ~~adopted FASB ASU2016-18,~~ ~~Statement of Cash Flows: Restricted Cash, on a retrospective basis. The update required~~to continue classifying its leases at transition in substantially the ~~statement of cash flows to explain~~same manner.

Single component practical expedient – permits the ~~changes during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.~~

~~To be Adopted in Future Years~~

~~In February 2016, the FASB issued ASU2016-02,~~ Leases. The update amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. ASU~~2016-02~~ ~~will be effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. On July 30, 2018, the FASB released ASU2018-11~~ ~~which allows lessors to elect, as a practical expedient,~~Company to not separate lease andnon-lease components of leases. Upon transition, rental income, expense reimbursement, and ~~allow these components~~other were aggregated into a single line within rental and other revenues on the condensed 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 ~~accounted~~expensed rather than capitalized, and (ii) provisions for uncollectible rents to be recorded as a ~~single~~reduction in revenue rather than as bad debt expense.

Lessee Accounting

The new standard requires lessees to recognize aright-of-use asset and lease ~~component if both (i)~~liability on the ~~timing and pattern of transfer to the lessee of the lease component and the relatednon-lease~~ ~~component~~balance sheet for all leases with a term longer than 12 months. Leases are ~~the same and (ii) the lease component, if accounted for separately, would be~~ classified as anfinance or operating ~~lease. In addition, a company is permitted to use its effective date as~~at inception, with classification affecting the ~~date~~pattern and recording of initial application. Therefore, a company electing this option will not restate comparative period financial information, will not make the new required lease disclosures in comparative periods beginning before the effective date and will recognize its cumulative effect transition adjustment as of the effective date. The Company isexpenses in the ~~process~~statement of ~~evaluating whether it will elect to apply the practical expedient. If~~operations. Upon transition the Company ~~elects to apply the practical expedient we expect expense reimbursements that qualify as~~recognized~~non-lease~~right-of ~~components will be presented under a single~~use assets and lease ~~component. If the Company does not elect to apply the practical expedient we expect that certainnon-lease~~ ~~components of expense reimbursement may be subject to ASC 606.~~liabilities principally for its ground and office leases.

3. Real Estate Investments

Acquisitions

During the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 the Company acquired the following properties:


Property	Date Acquired		Percentage Owned
~~The Quad~~Cascade Station		~~July 2018~~June 2019		100	%
~~Circle Point~~Canyon Park		~~July 2018~~February 2019		100	%
Pima Center		April 2018		100	%
~~Mission City and Sorrento Mesa~~		~~September 2017~~		~~100~~	%
~~2525 McKinnon~~		~~January 2017~~		~~100~~	%

~~All~~Each of the ~~properties acquired~~foregoing acquisitions were accounted for as asset acquisitions.

The following table summarizes the Company’s ~~allocations~~allocation of the purchase price of assets acquired and liabilities assumed during the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 (in thousands):


	The Quad			Circle Point			Pima Center			Total Sept. 30, 2018			Canyon Park			Cascade Station			Total June 30, 2019
Land	$	8,079		$	8,744		$	—		$	16,823		$	7,098		$	—		$	7,098
Buildings and improvements		38,060			33,708			42,235			114,003			36,619			25,141			61,760
Tenant improvements		1,798			5,393			2,898			10,089			1,797			2,080			3,877
Acquired intangible assets		4,209			10,299			10,691			25,199			8,109			3,134			11,243
Prepaid expenses and other assets		15			25			95			135
Other assets														10			3,164			3,174
Debt														—			(697	)		(697	)
Accounts payable and other liabilities		(527	)		(1,157	)		(337	)		(2,021	)		(1,266	)		(186	)		(1,452	)
Lease intangible liabilities		(1,247	)		(390	)		(129	)		(1,766	)		(1,297	)		(220	)		(1,517	)

Total consideration	$	50,387		$	56,622		$	55,453		$	162,462
Net assets acquired													$	51,070		$	32,416		$	83,486

The acquisition of the Cascade Station property was partially funded through an assumption of debt in the amount of $22.5 million.


	Mission City and Sorrento Mesa			2525 McKinnon			Total Sept. 30, 2017			Pima Center
Land	$	66,097		$	10,629		$	76,726
Buildings and improvements		78,072			33,357			111,429		$	42,235
Tenant improvements		8,393			1,158			9,551			2,898
Acquired intangible assets		22,846			3,267			26,113			10,691
Prepaid expenses and other assets		140			—			140
Other assets											95
Accounts payable and other liabilities		(1,507	)		(190	)		(1,697	)		(337	)
Lease intangible liabilities		(3,766	)		(2,186	)		(5,952	)		(129	)

Total consideration	$	170,275		$	46,035		$	216,310
Net assets acquired										$	55,453

Sale of Real Estate Property

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 condensed consolidated statements of operations.

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 condensed consolidated statements of operations. In connection with the sale of the property, certain debt repayments were made.

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 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 condensed consolidated statements of operations. In connection with the sale of the property, certain debt repayments were made.

4. Lease Intangibles

Lease intangibles and the value of assumed lease obligations as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 were comprised as follows (in thousands):


	Lease Intangible Assets															Lease Intangible Liabilities									Lease Intangible Assets															Lease Intangible Liabilities
September 30, 2018	Above Market Leases			Below Market Ground Lease⁽¹⁾			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease⁽¹⁾			Total
June 30, 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	$	10,477		$	1,855		$	82,138		$	30,421		$	124,891		$	(12,616	)	$	(138	)	$	(12,754	)	$	11,924		$	—		$	86,640		$	35,126		$	133,690		$	(14,359	)	$	(138	)	$	(14,497	)
Accumulated amortization		(4,599	)		(13	)		(34,698	)		(11,804	)		(51,114	)		4,026			35			4,061			(5,784	)		—			(41,672	)		(14,262	)		(61,718	)		5,210			38			5,248

	$	5,878		$	1,842		$	47,440		$	18,617		$	73,777		$	(8,590	)	$	(103	)	$	(8,693	)	$	6,140		$	—		$	44,968		$	20,864		$	71,972		$	(9,149	)	$	(100	)	$	(9,249	)


	Lease Intangible Assets															Lease Intangible Liabilities									Lease Intangible Assets															Lease Intangible Liabilities
December 31, 2017	Above Market Leases			Below Market Ground Lease			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease⁽¹⁾			Total
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	$	9,082		$	—		$	71,426		$	27,706		$	108,214		$	(11,608	)	$	(138	)	$	(11,746	)	$	10,595		$	1,855		$	82,474		$	31,706		$	126,630		$	(12,925	)	$	(138	)	$	(13,063	)
Accumulated amortization		(3,215	)		—			(30,613	)		(9,298	)		(43,126	)		3,065			32			3,097			(4,800	)		(19	)		(34,273	)		(12,037	)		(51,129	)		4,140			36			4,176

	$	5,867		$	—		$	40,813		$	18,408		$	65,088		$	(8,543	)	$	(106	)	$	(8,649	)	$	5,795		$	1,836		$	48,201		$	19,669		$	75,501		$	(8,785	)	$	(102	)	$	(8,887	)

(1)

For the below market ground lease asset, the Company is the lessee, whereas, for the below market ground lease liability, the Company is the lessor. Upon the adoption of Topic 842 on January 1, 2019, the Company derecognized the below market ground lease intangible asset related to one of its lessee ground leases and included the net carrying value of the intangible asset within theright-of-use asset recognized upon transition to the new standard.

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

2018
   $ 4,722
2019
   18,534
2020
   16,298
2021
   13,186
2022
   5,667
Thereafter
   6,677


   $ 65,084


2019	$	10,192
2020		18,332
2021		15,022
2022		7,255
2023		4,393
Thereafter		7,529

	$	62,723

5. Debt

The following table summarizes the indebtedness as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017 (in~~2018 (dollars in thousands):

Property
   September 30,
2018    December 31,
2017    Interest Rate as
of September 30,
2018 Maturity
Unsecured Credit Facility ⁽¹⁾
   $ 53,000    $ —      LIBOR +1.50 %⁽²⁾ March 2022
Midland Life Insurance ⁽³⁾
   87,382    88,582    4.34 May 2021
Mission City
   47,000    47,000    3.78 November 2027
190 Office Center⁽⁴⁾
   41,250    41,250    4.79 October 2025
Circle Point⁽⁴⁾
   39,650    —      4.49 September 2028
SanTan⁽⁴⁾
   34,823    35,100    4.56 March 2027
Intellicenter⁽⁴⁾
   33,562    33,563    4.65 October 2025
The Quad
   30,600    —      4.20 September 2028
FRP Collection⁽⁴⁾
   29,737    30,174    3.85 September 2023
2525 McKinnon
   27,000    27,000    4.24 April 2027
5090 N 40th St
   22,000    22,000    3.92 January 2027
AmberGlen⁽⁴⁾
   20,000    20,000    3.69 May 2027
Lake Vista Pointe ⁽⁵⁾
   18,124    18,358    4.28 August 2024
Central Fairwinds⁽⁴⁾
   17,966    15,107    4.00 June 2024
FRP Ingenuity Drive⁽⁵⁾⁽⁶⁾
   17,000    17,000    4.44 December 2024
Plaza 25 ⁽⁴⁾⁽⁵⁾
   16,662    16,882    4.10 July 2025
Carillon Point⁽⁴⁾
   16,416    16,671    3.50 October 2023
Washington Group Plaza
   —      32,290    —   —
Secured Credit Facility ⁽¹⁾
   —      33,500    —   —





Total Principal
   552,172    494,477
Deferred financing costs, net
   (6,156 )    (4,968 )





Total
   $ 546,016    $ 489,509

~~All interest rates are fixed interest rates with the exception of the unsecured credit facility (“Unsecured Credit Facility”) as explained in footnote 1 below.~~


Property	June 30, 2019			December 31, 2018			Interest Rate as of June 30, 2019⁽¹⁾			Maturity
Unsecured Credit Facility⁽²⁾	$	150,000		$	147,500			LIBOR +1.60	%⁽³⁾	March 2022
Midland Life Insurance⁽⁴⁾		86,142			86,973			4.34		May 2021
Mission City		47,000			47,000			3.78		November 2027
190 Office Center		41,152			41,250			4.79		October 2025
Canyon Park⁽⁵⁾		40,950			—			4.30		March 2027
Circle Point		39,650			39,650			4.49		September 2028
SanTan		34,347			34,682			4.56		March 2027
Intellicenter		33,227			33,481			4.65		October 2025
The Quad		30,600			30,600			4.20		September 2028
FRP Collection		29,288			29,589			3.85		September 2023
2525 McKinnon		27,000			27,000			4.24		April 2027
Cascade Station		22,474			—			4.55		May 2024
Greenwood Blvd		22,425			22,425			4.60		December 2025
5090 N 40^th St		22,000			22,000			3.92		January 2027
AmberGlen		20,000			20,000			3.69		May 2027
Lake Vista Pointe		17,882			18,044			4.28		August 2024
Central Fairwinds		17,712			17,882			4.00		June 2024
FRP Ingenuity Drive		17,000			17,000			4.44		December 2024
Carillon Point		16,154			16,330			3.50		October 2023

Total Principal		715,003			651,406
Deferred financing costs, net		(6,030	)		(6,052	)
Unamortized fair value adjustments		697			—

Total	$	709,670		$	645,354

(1)	All interest rates are fixed interest rates with the exception of the unsecured credit facility (“Unsecured Credit Facility”) as explained in footnote 2 below.

(2)

As of ~~September~~June 30, ~~2018,~~2019, the Unsecured Credit Facility had $250 million authorized with $150 million drawn and ~~$53.0~~a $5.3 million ~~was drawn.~~letter of credit to satisfy escrow requirements for a mortgage lender. On March 15, 2018, the Company entered into a $250 million Unsecured Credit Facility, which includes an accordion feature that will permit 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. The~~ Unsecured Credit Facility matures in March 2022, which may be extended to March 2023 at the Company’s option upon meeting certain conditions. Borrowings under the Unsecured Credit Facility will bear an interest at a rate equal to the LIBOR rate plus a margin of between 140 to 225 basis points depending upon the Company’s consolidated leverage ratio. The Unsecured Credit Facility requires the Company to maintain a fixed charge coverage ratio of no less than 1.50x.

~~(2)~~(3)

As of ~~September~~June 30, ~~2018,~~2019, the one month LIBOR rate was ~~2.26%~~2.40%.

~~(3)~~(4)

The mortgage loan is cross-collateralized by DTC Crossroads, Cherry Creek and City Center. ~~Interest on mortgage loan is payable monthly plus principal based on 360 months of amortization. The loan bears a fixed interest rate of 4.34% and matures on May 6, 2021.~~

~~(4)~~

The Company is subject to various debt covenants including debt service coverage ratios (“DSCR”) that under certain conditions must be maintained no less than 1.15x, 1.20x, 1.20x, 1.40x, 1.15x, 1.45x, 1.35x, 1.35x and 1.20x respectively for each of 190 Office Center, SanTan, Intellicenter, FRP Collection, AmberGlen, Plaza 25, Carillon Point, Central Fairwinds and Circle Point. The DSCR covenant contained in the loan agreements for Plaza 25, allows for the posting of additional collateral reserves in the event the test is not met. As at September 30, 2018, the covenant was not met and thus the Company has posted all required collateral reserves and is not subject to the test while those reserves are held.

(5)

~~Interest on~~The mortgage loan anticipated repayment date (“ARD”) is ~~payable monthly~~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 ~~principal based~~200 basis points or (ii) the yield on ~~360 months of amortization.~~the five year “on the run” treasury reported by Bloomberg market data service plus 450 basis points.

~~(6)~~

~~The Company is required to maintain a minimum net worth of $17 million, minimum liquidity of $1.7 million and a DSCR of no less than 1.15x.~~

The scheduled principal repayments of debt as of ~~September~~June 30, ~~2018~~2019 are as follows (in thousands):

2018
   $ 1,106
2019
   5,108
2020
   6,152
2021
   88,174
2022
   57,996
Thereafter
   393,636


   $ 552,172


2019	$	2,692
2020		6,186
2021		89,125
2022		156,165
2023		47,822
Thereafter		413,013

	$	715,003

6. Fair Value of Financial Instruments

Fair value measurements are based on assumptions that market participants would use in pricing an asset or a liability. The hierarchy for inputs used in measuring fair value is as follows:

Level 1 Inputs – quoted prices in active markets for identical assets or liabilities

Level 2 Inputs – observable inputs other than quoted prices in active markets for identical assets and liabilities

Level 3 Inputs – unobservable inputs

As of ~~September~~each of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company did not have any hedges or derivatives.

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

The Company estimates that the fair value approximates carrying value due to the relatively short-term nature of these instruments.

Fair Value of Financial Instruments Not Carried at Fair Value

With the exception of fixed rate mortgage loans payable, the carrying amounts of the Company’s financial instruments approximate their fair value. The Company determines the fair value of its fixed rate mortgage loan payable based on a discounted cash flow analysis using a discount rate that approximates the current borrowing rates for instruments of similar maturities. Based on this, the Company has determined that the fair value of these instruments was ~~$486.8~~$580.7 million and ~~$462.3~~$503.3 million as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. Accordingly, the fair value of mortgage loans payable have been classified as Level 3 fair value measurements.

7. Related Party Transactions

Administrative Services Agreement

For the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, the Company earned ~~$0.5~~$0.3 million and ~~$0.9~~$0.4 million, respectively, in administrative services performed for Second City Real Estate II Corporation and its affiliates ~~(“Second~~(collectively, “Second City”).

~~Earn-Out~~ ~~Payment~~

~~For~~ Also during the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, the Company ~~paid $2.4 million to~~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 ~~terminate~~a third party during the ~~Company’searn-out~~ ~~payment obligation under~~six months ended June 30, 2019. The Company paid no consideration to the ~~Termination and Mutual Release Agreement.~~

~~Minority Interest Buy Out~~

~~On August 1, 2018,~~related party for the contract other than return of deposits which the Company ~~signed~~subsequently recovered from a third party in addition to an ~~agreement with Second City Capital Partners II, Limited Partnership whereby Second City agreed to sell its seven percent minority interest in Central Fairwinds Limited Partnership~~assignment fee. The Company recognized income of $2.6 million on the assignment of the purchase contract to the ~~Company for $1.1 million. As a result~~third party, which was recorded in rental and other revenues on the condensed consolidated statement of ~~the agreement the Company’s ownership percentage in Central Fairwinds Limited Partnership is 97%.~~operations.

8. ~~Future Minimum Rent Schedule~~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 andnon-lease components as a single combined operating lease component under the new leasing standard. As a result, rental income, expense reimbursement, and other were aggregated into a single line within rental and other revenues on the condensed consolidated statement of operations.

For the three and six months ended June 30, 2019, the Company recognized $38.5 million and $75.6 million, respectively, of rental and other revenue related to its operating leases (in thousands):


	Three months ended June 30, 2019			Six months ended June 30, 2019
Fixed payments		$	32,861		$	65,060
Variable payments			5,646			10,526

		$	38,507		$	75,586

Future minimum lease payments to be received by the Company as of ~~September~~June 30, ~~2018~~2019 undernon-cancellable operating leases for the next five years and thereafter are as follows (in thousands):


2018		26,564
2019		103,464	$	60,208
2020		91,874		113,808
2021		80,189		102,819
2022		63,121		85,402
2023				67,284
Thereafter		130,463		143,674

	$	495,675	$	573,195

The ~~above minimum lease~~Company’s leases may include various provisions such as scheduled rent increases, renewal options and termination options. The majority of the Company’s leases include defined rent increase rather than variable 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.~~

~~Ten~~based on an index or unknown rate. Seven state government tenants currently have the exercisable right to terminate their leases if the applicable state legislature does not appropriate rent in its annual budget. The Company has determined that the occurrence of any government tenant not being appropriated the rent in the applicable annual budget is a remote contingency and accordingly recognizes lease revenue on a straight-line basis over the respective lease term. These tenants represent approximately ~~10.1%~~8.2% of the Company’s total future minimum lease payments as of ~~September~~June 30, ~~2018.~~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 recordedright-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 June 30, 2019, these leases had remaining terms of 2 to 70 years and a weighted average remaining lease term of 56 years. Operating and financing

right-of-use assets and lease liabilities have been included within other assets and other liabilities on the Company’s condensed consolidated balance sheet as follows (in thousands):


	As of June 30, 2019
Right-of-use asset – operating leases	$	13,215
Lease liability – operating leases	$	8,250
Right-of-use asset – financing leases	$	91
Lease liability – financing leases	$	90

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 6.31% in determining its lease liabilities. The discount rates were derived from the Company’s assessment of the credit quality of the Company and adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments.

Right-of-use assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

Operating lease expense for the three and six months ended June 30, 2019 was $0.2 million and $0.4 million, respectively. Financing lease expense for the three and six months ended June 30, 2019 was nominal.

Future minimum lease payments to be paid by the Company as a lessee as of June 30, 2019 for the next five years and thereafter are as follows (in thousands):


	Operating Leases			Financing Leases
2019	$	303		$	13
2020		782			27
2021		781			27
2022		741			27
2023		659			4
Thereafter		27,277			—

Total future minimum lease payments		30,543			98
Discount		(22,293	)		(8	)

Total	$	8,250		$	90

9. Commitments and Contingencies

The Company is obligated under certain tenant leases to fund tenant improvements and the expansion of the underlying leased properties.

Under various federal, state and local laws, ordinances and regulations relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for the cost of removal or remediation of certain hazardous or toxic substances disposed, stored, generated, released, manufactured or discharged from, on, at, under, or in a property. As such, the Company may be potentially liable for costs associated with any potential environmental remediation at any of its formerly or currently owned properties.

The Company believes that it is in compliance in all material respects with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Management is not aware of any environmental liability that it believes would have a material adverse impact on the Company’s financial position or results of operations. Management is unaware of any instances in which the Company would incur significant environmental costs if any or all properties were sold, disposed of or abandoned. However, there can be no assurance that any suchnon-compliance, liability, claim or expenditure will not arise in the future.

The Company is involved from time to time in lawsuits and other disputes which arise in the ordinary course of business. As of ~~September~~June 30, ~~2018~~2019, management believes that these matters will not have a material adverse effect, individually or in the aggregate, on the Company’s financial position or results of operations.

10. Stockholders’ Equity

Common Stock and Common Unit Distributions

On ~~September~~June 14, ~~2018,~~2019, the Company’s Board of Directors approved and the Company declared a cash dividend distribution of $0.235 per common share for the quarterly period ended ~~September~~June 30, ~~2018.~~2019. The dividend was paid subsequent to quarter end on ~~October~~July 25, ~~2018~~2019 to common stockholders and common unitholders of record as of ~~October~~the close of business on July 11, ~~2018 for~~2019, resulting in an aggregate payment of $9.3 million. During the nine month period ended September 30, 2018, the Company also issued 3,410,802 shares under the ATM Program. We 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.

Preferred Stock Distributions

On ~~September~~June 14, ~~2018~~2019, the Company’s Board of Directors approved and the Company declared a cash dividend of $0.4140625 per preferred share for ~~an aggregate amount of $1.9 million.~~the quarterly period ended June 30, 2019. The dividend was paid subsequent to quarter end on ~~October~~July 25, ~~2018.~~2019 to preferred stockholders of record as of the close of business on July 11, 2019, resulting in an aggregate payment of $1.9 million.

Restricted Stock Units

The Company has an equity incentive plan (“Equity Incentive Plan”) for executive officers, directors and certainnon-executive employees, and with approval of the Board of Directors, for subsidiaries and their respective affiliates. The Equity Incentive Plan provides for grants of restricted common stock, restricted stock units, phantom shares, stock options, dividend equivalent rights and other equity-based awards (including LTIP Units), subject to the total number of shares available for issuance under the plan. The Equity Incentive Plan is administered by the compensation committee of the Board of Directors (the “Plan Administrator”).

~~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 isfrom 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 ~~nine~~six months ended ~~September~~June 30, ~~2018, 156,375~~2019, 162,500 restricted stock units (“RSUs”) were granted to executive officers, directors and certainnon-executive employees with a fair value of ~~$1.9~~$1.8 million. The awards will vest in three equal, annual installments on each of the first three anniversaries of the date of grant. For the ~~nine~~three and six months ended ~~September~~June 30, 2019, the Company recognized net compensation expense of $0.5 million and $0.9 million, respectively, related to the RSUs. For the three and six months ended June 30, 2018 the Company recognized net compensation expense of ~~$1.1~~$0.3 million and $0.7 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 RSUs. The Plan Administrator may provide for a grant of dividend equivalent rights in connection with the grant of RSU; provided, however, that if the RSUs 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 vests.

11. Subsequent Events

On ~~October 29, 2018,~~July 31, 2019, an indirect, wholly-owned subsidiary of the Company entered into an Administrative Services Agreement (the “Administrative 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 ~~First Amendment (the “Amendment”)~~Company. Pursuant to the Administrative 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 shall be effective on February 1, 2019 (the “Effective Date”). After February 1, 2019, the annual fees payable to the Company will ~~be $500,000 for~~provide various administrative services and support to the ~~first twelve months following~~related entities managing 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.~~Clarity funds.

Item 2.

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

The following discussion and analysis is based on, and should be read in conjunction with, the condensed, consolidated financial statements and the related notes thereto of the City Office REIT, Inc. contained in this Quarterly Report on Form10-Q.

As used in this section, unless the context otherwise requires, references to “we,” “our,” “us,” and “our company” refer to City Office REIT, Inc., a Maryland corporation, together with our consolidated subsidiaries, including City Office REIT Operating Partnership L.P., a Maryland limited partnership, of which we are the sole general partner and which we refer to in this section as our Operating Partnership, except where it is clear from the context that the term only means City Office REIT, Inc.

Cautionary Statement Regarding Forward-Looking Statements

This quarterly report on Form10-Q, including “Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition,” contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements are not based on historical facts, but rather reflect our current expectations and projections about our future results, performance, prospects and opportunities. These forward looking statements may be identified by the use of words including “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “result” and similar terms and phrases. These forward looking statements are subject to a number of known and unknown risks, uncertainties and other factors that are difficult to predict and which could cause our actual future results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward looking statements. These risks, uncertainties and other factors include, among others:

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;

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;

defaults on ornon-renewal of leases by tenants;

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

decreased rental rates or increased vacancy rates;

our failure to obtain necessary financing or access the capital markets on favorable terms or at all;

changes in the availability of acquisition opportunities;

availability of qualified personnel;

our inability to successfully complete real estate acquisitions or dispositions on the terms and timing we expect, or at all;

our failure to successfully operate acquired properties and operations;

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

our failure to generate sufficient cash flows to service our outstanding indebtedness;

environmental uncertainties and risks related to adverse weather conditions and natural disasters;

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

government approvals, actions and initiatives, including the need for compliance with environmental requirements;

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;

uncertaintly regarding the Company’s obligations under its floating rate debt instruments upon discontinuation of LIBOR;

a material increase in institutional ownership of real estate in secondary markets that could result in, among others, compression of cap rates and fewer acquisition opportunities being available to the Company; and

other factors described in our news releases and filings with the United States Securities and Exchange Commission (the “SEC”), including but not limited to those described in our Annual Report on Form10-K for the year ended December 31, ~~2017~~2018 under the heading “Risk Factors” and in our subsequent reports filed with the SEC.

The forward looking statements included in this report are made only as of the date of this report, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward looking statements to reflect subsequent events or circumstances.

Overview

Company

We were formed as a Maryland corporation on November 26, 2013. On April 21, 2014, we completed our initial public offering (“IPO”) of shares of common stock. We contributed the net proceeds of the IPO to our Operating Partnership in exchange for common units in our Operating Partnership. Both we and our Operating Partnership commenced operations upon completion of the IPO and certain related formation transactions.

Revenue Base

As of ~~September~~June 30, ~~2018,~~2019, we owned 2427 properties comprised of 6265 office buildings with a total of approximately ~~5.3~~5.7 million square feet of net rentable area (“NRA”). As of ~~September~~June 30, ~~2018,~~2019, our properties were approximately ~~90.1% occupied.~~93.4% leased.

Office Leases

Historically, most leases for our properties were on a full-service gross or net lease basis, and we expect to continue to use such leases in the future. A full-service gross lease generally has a base year expense “stop”, whereby we pay a stated amount of expenses as part of the rent payment while future increases (above the base year stop) in property operating expenses are billed to the tenant based on such tenant’s proportionate square footage in the property. The property operating expenses are reflected in operating expenses; however, only the increased property operating expenses above the base year stop recovered from tenants are reflected as tenant recoveries in our statements of operations. In a triple net lease, the tenant is typically responsible for all property taxes and operating expenses. As such, the base rent payment does not include any operating expenses, but rather all such expenses are

billed to or paid by the tenant. The full amount of the expenses for this lease type is reflected in operating expenses, and the reimbursement is reflected in tenant recoveries. All tenants in ~~the~~our Lake Vista Pointe, FRP Ingenuity Drive, Sorrento Mesa, and ~~Superior Pointe~~Canyon Park properties have triple net leases. Certain tenants ofat AmberGlen, Superior Pointe, FRP Collection, 2525 McKinnon, Circle Point, ~~and~~ The Quad and Cascade Station have leases on a triple net basis. We are also a lessor for a fee simple ground lease at the AmberGlen property. All of our remaining leases are full-service gross leases.

Factors That May Influence Our Operating Results and Financial Condition

Business and Strategy

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

Rental Revenue and Tenant Recoveries

The amount of net rental revenue generated by our properties will depend principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space that becomes available from lease terminations. The amount of rental revenue generated also depends on our ability to maintain or increase rental rates at our properties. We believe that the average rental rates for our portfolio of properties are generallyin-line or slightly below the current average quoted market rates. Negative trends in one or more of these factors could adversely affect our rental revenue in future periods. Future economic downturns or regional downturns affecting our markets or submarkets or downturns in our tenants’ industries that impair our ability to renew orre-let space and the ability of our tenants to fulfill their lease commitments, as in the case of tenant bankruptcies, could adversely affect our ability to maintain or increase rental rates at our properties. In addition, growth in rental revenue will also partially depend on our ability to acquire additional properties that meet our investment criteria.

Our Properties

As of ~~September~~June 30, ~~2018,~~2019, we owned 2427 office complexes comprised of 6265 office buildings with a total of approximately ~~5.3~~5.7 million square feet of NRA in the metropolitan areas of Dallas, Denver, Orlando, Phoenix, Portland, San Diego, Seattle and Tampa. The following table presents an overview of our portfolio as of ~~September~~June 30, ~~2018~~2019 (properties listed by descending NRA by market).

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)
Denver, CO
(23.2% of NRA)

Cherry Creek
   100.0 %    356    100.0 %    $ 18.53    $ 18.53    $ 6,591

Circle Point
   100.0 %    272    93.4 %    $ 17.07    $ 29.97    $ 4,336

Plaza 25
   100.0 %    196    59.8 %    $ 20.84    $ 20.84    $ 2,440

DTC Crossroads
   100.0 %    189    71.7 %    $ 25.25    $ 25.25    $ 3,425

Superior Pointe
   100.0 %    151    85.4 %    $ 16.89    $ 28.89    $ 2,173

Logan Tower
   100.0 %    71    73.0 %    $ 20.41    $ 20.41    $ 1,052
Tampa, FL
(19.5%)
Park Tower
   94.8 %    471    89.0 %    $ 24.20    $ 24.20    $ 10,137

City Center
   95.0 %    241    97.5 %    $ 25.25    $ 25.25    $ 5,936

Intellicenter
   100.0 %    204    100.0 %    $ 23.36    $ 23.36    $ 4,754

Carillon Point
   100.0 %    124    100.0 %    $ 27.46    $ 27.46    $ 3,410
Phoenix, AZ
(19.5%)
Pima Center
   100.0 %    272    99.4 %    $ 26.86    $ 26.86    $ 7,258

SanTan
   100.0 %    267    98.6 %    $ 27.19    $ 27.19    $ 7,145

5090 N 40th St
   100.0 %    175    94.0 %    $ 28.23    $ 28.23    $ 4,635

The Quad
   100.0 %    163    97.4 %    $ 27.18    $ 27.41    $ 4,315

Papago Tech
   100.0 %    163    98.0 %    $ 20.33    $ 20.33    $ 3,244
San Diego, CA
(12.6%)
Sorrento Mesa
   100.0 %    385    76.2 %    $ 24.10    $ 29.10    $ 7,060

Mission City
   100.0 %    286    86.7 %    $ 34.86    $ 34.86    $ 8,643
Dallas, TX
(10.8%)
190 Office Center
   100.0 %    303    88.9 %    $ 24.65    $ 24.65    $ 6,647

Lake Vista Pointe
   100.0 %    163    100.0 %    $ 15.50    $ 23.50    $ 2,532

2525 McKinnon
   100.0 %    111    93.0 %    $ 27.03    $ 42.34    $ 2,797
Orlando, FL
(10.6%)
FRP Collection
   95.0 %    272    75.5 %    $ 25.27    $ 26.72    $ 5,181

Central Fairwinds
   97.0 %    168    92.9 %    $ 24.61    $ 24.61    $ 3,845
   FRP Ingenuity Drive    100.0 %    125    100.0 %    $ 21.00    $ 29.00    $ 2,615
Portland, OR
(3.8%)    AmberGlen    76.0 %    201    98.5 %    $ 19.24    $ 21.79    $ 3,813
Total / Weighted Average - September 30,
2018⁽³⁾

   5,329    90.1 %    $ 23.74    $ 26.03    $ 113,984


Metropolitan Area	Property	Economic Interest			NRA (000s Square Feet)		In Place Occupancy			Annualized Base Rent per Square Foot		Annualized Gross Rent per Square Foot⁽¹⁾		Annualized Base Rent⁽²⁾ ($000s)
Phoenix, AZ (21.3% of NRA)	Pima Center		100.0	%		272		96.5	%	$	27.15	$	27.15	$	7,122
Phoenix, AZ (21.3% of NRA)	SanTan		100.0	%		267		98.6	%	$	27.67	$	27.67	$	7,272
	5090 N 40^th St		100.0	%		175		95.8	%	$	28.96	$	28.96	$	4,848
	Camelback Square		100.0	%		173		80.8	%	$	29.24	$	29.24	$	4,092
	The Quad		100.0	%		163		100.0	%	$	28.14	$	28.39	$	4,587
	Papago Tech		100.0	%		163		100.0	%	$	21.85	$	21.85	$	3,556

Denver, CO (18.3%)	Cherry Creek		100.0	%		356		100.0	%	$	18.53	$	18.53	$	6,591
Denver, CO (18.3%)	Circle Point		100.0	%		272		98.8	%	$	17.46	$	30.36	$	4,692
	DTC Crossroads		100.0	%		189		53.7	%	$	26.24	$	26.24	$	2,665
	Superior Pointe		100.0	%		151		96.5	%	$	17.66	$	29.17	$	2,579
	Logan Tower		100.0	%		72		73.3	%	$	21.62	$	21.62	$	1,139

Tampa, FL (18.2%)	Park Tower		94.8	%		471		93.5	%	$	24.45	$	24.45	$	10,761
Tampa, FL (18.2%)	City Center		95.0	%		241		94.7	%	$	25.40	$	25.40	$	5,807
	Intellicenter		100.0	%		204		100.0	%	$	23.99	$	23.99	$	4,881
	Carillon Point		100.0	%		124		100.0	%	$	28.06	$	28.06	$	3,485

Orlando, FL (12.6%)	FRP Collection		95.0	%		272		84.5	%	$	24.29	$	26.17	$	5,575
Orlando, FL (12.6%)	Central Fairwinds		97.0	%		168		89.5	%	$	24.49	$	24.49	$	3,685
	Greenwood Blvd		100.0	%		155		100.0	%	$	22.75	$	22.75	$	3,527
	FRP Ingenuity Drive		100.0	%		125		100.0	%	$	21.50	$	29.50	$	2,677

San Diego, CA (10.2%)	Sorrento Mesa		100.0	%		296		85.3	%	$	25.19	$	31.19	$	6,360
San Diego, CA (10.2%)	Mission City		100.0	%		286		95.6	%	$	35.14	$	35.14	$	9,603

Dallas, TX (10.1%)	190 Office Center		100.0	%		303		89.5	%	$	25.64	$	25.64	$	6,960
Dallas, TX (10.1%)	Lake Vista Pointe		100.0	%		163		100.0	%	$	16.00	$	24.00	$	2,613
	2525 McKinnon		100.0	%		111		90.4	%	$	28.04	$	45.04	$	2,822

Portland, OR (5.8%)	AmberGlen		76.0	%		201		96.9	%	$	21.30	$	23.89	$	4,151
Portland, OR (5.8%)	Cascade Station		100.0	%		128		100.0	%	$	26.37	$	32.38	$	3,363

Seattle, WA (3.5%)	Canyon Park		100.0	%		207		100.0	%	$	21.20	$	29.20	$	4,384

Total / Weighted Average – June 30, 2019⁽³⁾						5,708		93.4	%	$	24.36	$	27.00	$	129,797

(1)

For ~~Superior Pointe,~~ FRP Ingenuity Drive, Lake Vista Pointe, ~~and~~2525 McKinnon, Sorrento Mesa, and Canyon Park the annualized base rent per square foot on a triple net basis was increased by ~~$12,~~ $8, $8, $17, $6, and $5$8 respectively, to estimate a gross equivalent base rent. AmberGlen has a net lease for one tenant which has been~~grossed-up~~ grossed up by $7 on a pro rata basis. ~~FRP Collection~~Superior Pointe has net leases for ~~three~~eight tenants which have been grossed up by $8$12 on apro-rata basis. ~~2525 McKinnon~~FRP Collection has net leases for ~~nine~~five tenants which have been grossed up by ~~$16~~$9 on apro-rata basis. Circle Point has net leases for fourteen tenants which have been grossed up by $13 on apro-rata basis. The Quad has one tenant with a net lease, which has been grossed up by $8 on apro-rata basis. Cascade Station has net leases for six tenants which have been grossed up by $7 on apro-rata basis.

(2)	Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month ended ~~September~~June 30, ~~2018~~2019 by (ii) 12.

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

Operating Expenses

Our operating expenses generally consist of utilities, property and ad valorem taxes, insurance and site maintenance costs. Increases in these expenses over tenants’ base years (until the base year is reset at expiration) are generally passed along to tenants in our full-service gross leased properties and are generally paid in full by tenants in our net leased properties.

Conditions in Our Markets

Positive or negative changes in economic or other conditions in the markets we operate in, including state budgetary shortfalls, employment rates, natural hazards and other factors, may impact our overall performance.

Summary of Significant Accounting Policies

The interim condensed consolidated financial statements follow the same policies and procedures as outlined in the audited consolidated financial statements for the year ended December 31, ~~2017~~2018 included in our Annual Report on Form10-K for the year ended December 31, ~~2017~~2018 except for the adoption of ~~ASU~~Accounting Standards Update (“ASU”)~~2014-09~~2016-02, ~~Revenue From Contracts with Customers, ASU2016-01~~ ~~Recognition and Measurement of Financial Assets and Financial Liabilities, ASU2016-15~~ ~~Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments and ASU2016-18~~ ~~Statement of Cash Flows: Restricted Cash~~Leases (Topic 842) as outlined in Note 2 of the condensed consolidated financial statements.

Results of Operations

Comparison of Three Months Ended ~~September~~June 30, ~~2018~~2019 to ~~September~~Three Months Ended June 30, ~~2017~~2018

~~Total Revenue.~~Rental and Other Revenues. Revenue includes net rental income, including parking, signage and other income, as well as the recovery of operating costs and property taxes from tenants. ~~Total~~Rental and other revenues increased ~~$8.7~~$11.0 million, or 36%, to ~~$33.5~~$41.2 million for the three months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$24.8~~$30.2 million infor the ~~corresponding period in 2017. $2.3 million of~~three months ended June 30, 2018. Of this increase, $2.1 million was ~~attributed to the acquisition of Mission City in September 2017, $2.2 million~~ from the acquisition of ~~Sorrento Mesa~~Circle Point in ~~September 2017, $1.0~~July 2018, $1.4 million was from the acquisition of ~~Papago Tech~~The Quad in ~~October 2017,~~July 2018, $1.2 million was from the acquisition of Greenwood Blvd in December 2018, $1.2 million was from the acquisition of Camelback Square in December 2018, $1.4 million was from the acquisition of Canyon Park in February 2019 and $0.2 million was from the acquisition of Cascade Station in June 2019. Revenue from Central Fairwinds, Park Tower, Mission City and FRP Collection also increased by $0.1 million, $0.3 million, $0.3 million and $0.2 million, respectively, as a result of increased average occupancy over the prior-year period. Partially offsetting these increases, Plaza 25 decreased by $0.7 million due to the sale of the property in February 2019. The remaining properties’ revenues were modestly higher in comparison to the prior-year period primarily as a result of modestmark-to-market increases in rents upon renewal. Other revenues benefited from aone-time payment of $2.6 million received as consideration for the assignment of a purchase contract. The assignment fee originated through our administrative services relationship. Upon adoption of Topic 842, prior year amounts disclosed in rental income, expense reimbursement, and other have been combined into a single line to conform to current period presentation.

Operating Expenses

Total Operating Expenses. Total operating expenses consist of property operating expenses, general and administrative expenses and depreciation and amortization. Total operating expenses increased by $7.0 million, or 27%, to $32.5 million for the three months ended June 30, 2019, from $25.5 million for the three months ended June 30, 2018, primarily due to the acquisitions described above. Total operating expenses increased by $1.9 million, $0.9 million, $0.8 million, $1.1 million, $0.7 million and $0.2 million, respectively, from the acquisitions of Circle Point, The Quad, Greenwood Blvd, Camelback Square, Canyon Park and Cascade Station properties. Park Tower operating expenses also increased by $0.3 million due to the higher occupancy at that property. Plaza 25 operating expenses decreased by $0.8 million due to its sale in February 2019. General and Administrative Expenses increased by approximately $1.4 million, of which $1.1 million was the result ofone-time expenses and accruals incurred as a result of the assignment fee income earned during the quarter and the balance related to higher payroll costs. The remaining operating expenses were modestly higher in comparison to the prior year primarily due to higher occupancy at the properties.

Property Operating Expenses. Property operating expenses are comprised mainly of building common area and maintenance expenses, insurance, property taxes, property management fees, as well as certain expenses that are not recoverable from tenants, the majority of which are related to costs necessary to maintain the appearance and marketability of vacant space. In the normal course of business, property expenses fluctuate and are impacted by various factors including, but not limited to, occupancy levels, weather, utility costs, repairs, maintenance andre-leasing costs. Property operating expenses increased $2.8 million, or 24%, to $14.5 million for the three months ended June 30, 2019 from $11.7 million for the three months ended June 30, 2018. The increase in property operating expenses was primarily due to the acquisitions described above. The acquisition of the Circle Point, The Quad, Greenwood Blvd, Camelback Square, Canyon Park and Cascade Station contributed an additional $0.9 million, $0.3 million, $0.4 million, $0.4 million, $0.2 million and $0.1 million, respectively, in additional property operating expenses. Park Tower operating expenses also increased by $0.2 million due to the higher occupancy at that property. Plaza 25 decreased by $0.4 million due to the sale of that property in February 2019. The remaining property operating expenses aggregate to a net $0.7 million increase in comparison to the prior-year period.

General and Administrative. General and administrative expenses are comprised of public company reporting costs and the compensation of our management team and board of directors as well asnon-cash stock-based compensation expenses. General and administrative expenses increased $1.4 million, or 71%, to $3.4 million for the three months ended June 30, 2019 compared to $2.0 million for the three months ended June 30, 2018. Of this increase, $1.1 million can be attributed to theone-time expenses and accruals incurred as a result of the assignment fee income earned during the quarter as described above and the balance of the increase is primarily attributable to higher payroll costs.

Depreciation and Amortization. Depreciation and amortization increased $2.8 million, or 24%, to $14.6 million for the three months ended June 30, 2019 compared to $11.8 million for the three months ended June 30, 2018, primarily due to the addition of the Circle Point, The Quad, Greenwood Blvd, Camelback Square, Canyon Park and Cascade Station properties partially offset by a decrease at Plaza 25 due to the sale of the property.

Other Expense (Income)

Interest Expense. Interest expense increased $2.4 million, or 44%, to $7.8 million for the three months ended June 30, 2019, compared to $5.4 million for the three months ended June 30, 2018. The increase was primarily due to 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 $0.5 million, $0.3 million, $0.3 million, $0.4 million and $0.1 million, respectively, and the interest on the line of credit increased by $1.1 million as a result of acquisitions funded by our $250 million Unsecured Credit Facility. These increases were partially offset by a $0.2 million decrease in the Plaza 25 debt as a result of its sale and the extinguishment of its property level debt.

Comparison of Six Months Ended June 30, 2019 to Six Months Ended June 30, 2018

Rental and Other Revenues. Revenue includes net rental income, including parking, signage and other income, as well as the recovery of operating costs and property taxes from tenants. Rental and other revenues increased $16.5 million, or 27%, to $78.3 million for the six months ended June 30, 2019 compared to $61.8 million for the six months ended June 30, 2018. Of this increase, $1.8 million was attributable to the acquisition of Pima Center in April 2018, ~~$1.7~~$4.1 million from the acquisition of Circle Point in July 2018, ~~and $0.9~~$2.8 million from the acquisition of The Quad in July ~~2018.~~2018, $2.3 million from the acquisition of Greenwood Blvd in December 2018, $2.4 million from the acquisition of Camelback Square in December 2018, $2.0 million from the acquisition of Canyon Park in February 2019 and $0.2 million from the acquisition of Cascade Station in June 2019. Revenue from Central Fairwinds, ~~and~~ Park Tower, Mission City and FRP Collection also increased by ~~$0.1~~$0.4 million, $0.7 million, $0.4 million and ~~$0.2~~$0.3 million, respectively, as a result of increased average occupancy over the prior year. ~~Offsetting~~Partially offsetting these increases, Washington Group Plaza decreased by ~~$2.2~~$1.7 million due to the sale of the property in March ~~2018.~~2018 and Plaza 25 decreased by $1.0 million due to the sale of the property in February 2019. Revenue from DTC Crossroads decreased $0.4 million as a result of decreased occupancy over the prior year and Sorrento Mesa also decreased by $1.2 million as a result of the termination fee payment received in the prior year. The remaining properties’ revenues were modestly higher in comparison to ~~three months ended September 30, 2017~~the prior year primarily as a result of modestmark-to-market increases in ~~rents.~~

~~Rental Income.~~ ~~Rental income includes net rental income and income~~rents upon renewal. Other Revenues benefited from a ~~ground lease. Total rental income increased $6.7~~one-time payment of $2.6 million ~~or 31%, to $28.2 million~~received as consideration for the ~~three months ended September 30, 2018 compared to $21.5 million for the three months ended September 30, 2017.~~assignment of a purchase contract. The ~~increase in rentalincome wasprimarily due to the acquisitions described above. The acquisitions~~assignment fee originated through our administrative services relationship. Upon adoption of ~~Mission City, Sorrento Mesa, Papago Tech, Pima Center, Circle Point and The Quad contributed an additional $2.0 million, $1.8 million, $0.9 million, $1.8 million, $1.0 million and $0.8 million~~Topic 842, prior year amounts disclosed in rental income, respectively,to the 2018 period rental income. Central Fairwinds and Park Tower also increased by $0.1 and $0.2 million, respectively, as a result of increased occupancy over the prior year. Offsetting these increases, Washington Group Plaza decreased by $2.2 million due to the sale of that property in March 2018. The remaining properties’ rental income were modestly higher in comparison to three months ended September 30, 2017 as a result of modest~~mark-to-market~~ ~~increases in rents.~~

~~Expense Reimbursement.~~ ~~Total~~ expense reimbursement, increased $2.0 million, or 77%, to $4.5 million for the three month period ended September 30, 2018 compared to $2.5 million for the same period in 2017, primarily due to the acquisition of the Mission City, Sorrento Mesa, Papago Tech, Pima Center, Circle Point and The Quad properties described above.

~~Other.~~ ~~Other revenue includes parking, signage~~ and other ~~miscellaneous income. Total other revenues remained relatively unchanged at $0.8 million for the three month~~have been combined into a single line to conform to current period ended September 30, 2018 compared to $0.8 million for the same period in 2017. Nominal other income was generated by City Center, Central Fairwinds, Logan Tower, DTC Crossroads, 5090 N 40th St, SanTan, 2525 McKinnon, Park Tower, Mission City, Papago Tech and Pima Center with the largest contribution from City Center and Park Tower parking income.presentation.

Operating Expenses

Total Operating Expenses. Total operating expenses consist of property operating expenses, general and administrative expenses and depreciation and amortization. Total operating expenses increased by ~~$6.9~~$12.1 million, or ~~32%~~24%, to ~~$28.5~~$63.1 million for the ~~three~~six months ended ~~September~~June 30, ~~2018,~~2019, from ~~$21.6~~$51.0 million for the ~~same period in 2017,~~six months ended June 30, 2018, primarily due to the acquisitions described above. Total operating expenses increased by ~~$2.1~~$1.8 million, ~~$1.6 million, $0.7~~$4.0 million, $1.9 million, ~~$1.7~~$1.5 million, $2.1 million, $1.0 million and ~~$0.9~~$0.2 million, respectively, from the acquisitions of ~~Mission City, Sorrento Mesa, Papago Tech,~~ Pima Center, Circle Point, ~~and~~ The Quad, Greenwood Blvd, Camelback Square, Canyon Park and Cascade Station properties. Park Tower operating expenses also increased by $0.5 million due to the higher occupancy at that property. Washington Group Plaza operating expenses decreased by ~~$1.0~~$0.8 million due to its sale in March ~~2018.~~2018 and Plaza 25 operating expenses decreased by $1.3 million due to its sale in February 2019. The remaining operating expenses ~~aggregated to an overall $1.0 million decrease~~were modestly higher in comparison to the ~~prior year~~prior-year period primarily ~~related~~due to ~~a decrease in depreciation~~higher occupancy at ~~FRP Collection.~~the properties.

Property Operating Expenses. Property operating expenses are comprised mainly of building common area and maintenance expenses, insurance, property taxes, property management fees, as well as certain expenses that are not recoverable from tenants, the majority of which are related to costs necessary to maintain the appearance and marketability of vacant space. In the normal course of business, property expenses fluctuate and are impacted by various factors including, but not limited to, occupancy levels, weather, utility costs, repairs, maintenance andre-leasing costs. Property operating expenses increased ~~$2.6~~$5.0 million, or ~~24%~~21%, to ~~$13.3~~$28.4 million for the ~~three~~six months ended ~~September~~June 30, ~~2018~~2019 from ~~$10.7~~$23.4 million for the ~~same period in 2017.~~six months ended June 30, 2018. The increase in property operating expenses was primarily due to the acquisitions described above. The acquisition of the ~~Mission City, Sorrento Mesa, Papago Tech,~~ Pima Center, Circle Point, ~~and~~ The Quad, Greenwood Blvd, Camelback Square, Canyon Park and Cascade Station contributed an additional ~~$1.1~~$0.6 million, ~~$0.6~~$2.0 million, $0.7 million, $0.8 million, $0.7 million, $0.3 million ~~$0.7~~and $0.1 million, ~~$0.7 million and $0.2 million~~respectively, in additional property operating expenses. Park Tower operating expenses ~~respectively.~~also increased by $0.2 million due to the higher occupancy at that property. Washington Group Plaza decreased by ~~$1.0~~$0.8 million due to the sale of that property in March ~~2018.~~2018 and Plaza 25 decreased by $0.7 million due to the sale of that property in February 2019. The remaining property operating expenses ~~were relatively unchanged over~~aggregate to an overall $1.1 million increase in comparison to the ~~prior year.~~prior-year period.

General and Administrative. General and administrative expenses ~~comprise~~are comprised of public company reporting costs and the compensation of our management team and board of directors as well asnon-cash stock-based compensation expenses. General and administrative expenses increased ~~$0.5~~$1.8 million, or ~~28%~~44%, to ~~$1.9~~$5.7 million for the ~~three month period~~six months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$1.4~~$3.9 million for the ~~same period in 2017. The~~six months ended June 30, 2018. Of this increase, $1.1 million can be attributed to theone-time expenses and accruals incurred as a result of the assignment fee income earned during the six months ended June 30, 2019 as described above and the balance of the increase was primarily attributable to higher payroll costs.

Depreciation and Amortization. Depreciation and amortization increased ~~$4.0~~$5.3 million, or ~~42%~~23%, to ~~$13.4~~$29.0 million for the ~~three month period~~six months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$9.4~~$23.7 million for the ~~same period in 2017,~~six months ended June 30, 2018, primarily due to the addition of the ~~Mission City, Sorrento Mesa,~~ Papago Tech, Pima Center, Circle Point, ~~and~~ The Quad, ~~properties. These increases were~~Greenwood Blvd, Camelback Square, Canyon Park and Cascade Station properties and partially offset by a decrease ~~in depreciation~~ at ~~FRP Collection primarily~~Washington Group Plaza and Plaza 25 due to ~~an unexpected tenant departure in 2017.~~the sale of those properties.

Other Expense (Income)

Interest ~~Expense, Net.~~Expense. Interest expense increased ~~$1.3~~$4.0 million, or ~~27%~~36%, to ~~$6.2~~$15.3 million for the ~~three month period~~six months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$4.9~~$11.3 million for the ~~corresponding period in 2017.~~six months ended June 30, 2018. The increase was primarily due to interest expense related to acquisitions. Interest expense for the ~~Mission City,~~ Circle Point, ~~and~~ The Quad, Greenwood Blvd, Canyon Park and Cascade Station property level debt increased by ~~$0.4 million, $0.2 million and $0.1 million, respectively, and the interest on the line of credit increased by~~ $0.9 million, as a result of acquisitions funded by that facility. These increases were offset by a $0.3 million decrease in the Washington Group Plaza debt as a result of the sale of that building and the extinguishment of its property level debt.

~~Comparison of Nine Months Ended September 30, 2018 to Nine Months Ended September 30, 2017~~

~~Total Revenue.~~ Revenue includes net rental income, including parking, signage and other income, as well as the recovery of operating costs and property taxes from tenants. Total revenues increased $20.0 million, or 27%, to $95.3 million for the nine months ended September 30, 2018 compared to $75.3 million in the corresponding period in 2017. $0.1 million of this increase was attributed to the acquisition of 2525 McKinnon in January 2017, $7.0 million from the acquisition of Mission City in September 2017, $8.1 million from the acquisition of Sorrento Mesa in September 2017, $2.8 million from the acquisition of Papago Tech in October 2017, $3.6 million from the acquisition of Pima Center in April 2018, $1.7 million from the acquisition of Circle Point in July 2018 and $0.9 million from the acquisition of The Quad in July 2018. Central Fairwinds and Park Tower also increased by $0.2 and $0.2 million, respectively, as a result of increased occupancy over the prior year. Offsetting these increases, AmberGlen

~~decreased by~~ $0.6 million, primarily due to the sale of two of the five buildings in the complex in May 2017 and Washington Group Plaza decreased by $4.9 million due to the sale of the property in March 2018. The remaining properties’ revenues were modestly higher in comparison to nine months ended September 30, 2017 as a result of modest~~mark-to-market~~ ~~increases in rents.~~

~~Rental Income.~~ Rental income includes net rental income and income from a ground lease. Total rental income increased $15.7 million, or 24%, to $81.1 million for the nine months ended September 30, 2018 compared to $65.4 million for the nine months ended September 30, 2017. The increase in rentalincome wasprimarily due to the acquisitions described above. The acquisitions of Mission City, Sorrento Mesa, Papago Tech, Pima Center, Circle Point and The Quad contributed an additional $5.9 million, $6.8 million, $2.6 million, $3.4 million, $1.0 million and $0.8 million in rental income, respectively,to the 2018 period rental income. Central Fairwinds and Park Tower also increased by $0.1 and $0.2 million, respectively, as a result of increased occupancy over the prior year. AmberGlen decreased by $0.5 million, primarily due to the sale of two of the five buildings in the complex in May 2017 and Washington Group Plaza decreased by $4.9 million due to the sale of that property in March 2018. The remaining properties’ rental income were modestly higher in comparison to nine months ended September 30, 2017 as a result of modest~~mark-to-market~~ ~~increases in rents.~~

~~Expense Reimbursement.~~ Total expense reimbursement increased $3.9 million, or 51%, to $11.6 million for the nine month period ended September 30, 2018 compared to $7.7 million for the same period in 2017, primarily due to the acquisition of the 2525 McKinnon, Mission City, Sorrento Mesa, Papago Tech, Pima Center, Circle Point and The Quad properties described above.

~~Other.~~ Other revenue includes parking, signage and other miscellaneous income. Total other revenues increased $0.4 million, or 19%, to $2.6 million for the nine month period ended September 30, 2018 compared to $2.2 million for the same period in 2017. The increase can be attributed to the net proceeds of an auction of a former tenant’s equipment at FRP Collection which vacated unexpectedly late in 2017. Nominal other income was also generated by City Center, Central Fairwinds, Logan Tower, DTC Crossroads, 5090 N 40th St, SanTan, 2525 McKinnon, Park Tower, Mission City and Sorrento Mesa with the largest contribution from City Center and Park Tower parking income.

~~Operating Expenses~~

~~Total Operating Expenses.~~ Total operating expenses consist of property operating expenses, general and administrative expenses and depreciation and amortization. Total operating expenses increased by $14.2 million, or 22%, to $79.5 million for the nine months ended September 30, 2018, from $65.3 million for the same period in 2017, primarily due to acquisitions described above. Total operating expenses increased by $6.4 million, $5.9 million, $2.0 million, $3.6 million, $1.7 million and $1.0 million, respectively, from the acquisitions of Mission City, Sorrento Mesa, Papago Tech, Pima Center, Circle Point and The Quad properties. AmberGlen decreased by $0.4 million primarily due to the sale of two of the five buildings in the complex in May 2017. Washington Group Plaza operating expenses decreased by $3.5 million due to its sale in March 2018. The remaining operating expenses aggregated to an overall $2.5 million decrease in comparison to the prior year primarily related to a decrease in depreciation at FRP Collection.

~~Property Operating Expenses.~~ Property operating expenses are comprised mainly of building common area and maintenance expenses, insurance, property taxes, property management fees, as well as certain expenses that are not recoverable from tenants, the majority of which are related to costs necessary to maintain the appearance and marketability of vacant space. In the normal course of business, property expenses fluctuate and are impacted by various factors including, but not limited to, occupancy levels, weather, utility costs, repairs, maintenance and~~re-leasing~~ costs. Property operating expenses increased $5.6 million, or 18%, to $36.6 million for the nine months ended September 30, 2018 from $31.0 million for the same period in 2017. The increase in property operating expenses was primarily due to the acquisitions described above. The acquisition of the Mission City, Sorrento Mesa, Papago Tech, Pima Center, Circle Point and The Quad contributed an additional $3.0 million, $1.7 million, $0.8 million, $1.4 million, $0.7 million and $0.2 million in additional property operating expenses, respectively. AmberGlen decreased by $0.3 million primarily due to the sale of two of the five buildings in the complex in May 2017, and Washington Group Plaza decreased by $2.3 million due to the sale of that property in March 2018. The remaining property operating expenses aggregate to an overall $0.4 million increase in comparison to the prior year.

~~General and Administrative.~~ ~~General and administrative expenses comprise of public company reporting costs and the compensation of our management team and board of directors as well asnon-cash~~ ~~stock-based compensation expenses. General and administrative expenses increased~~ $0.6 million, or 11%, to $5.8 million for the nine month period ended September 30, 2018 compared to $5.2 million for the same period in 2017. The increase was primarily attributable to higher payroll costs.

~~Depreciation and Amortization.~~ Depreciation and amortization increased $7.9 million, or 27%, to $37.0 million for the nine month period ended September 30, 2018 compared to $29.1 million for the same period in 2017, primarily due to the addition of the 2525 McKinnon, Mission City, Sorrento Mesa, Papago Tech, Pima Center, Circle Point and The Quad properties offset by a decrease at Washington Group Plaza and AmberGlen due to the sale of those properties. The remaining decrease primarily relates to a decrease in depreciation at FRP Collection mainly due to an unexpected tenant departure in 2017.

~~Other Expense (Income)~~

~~Interest Expense, Net.~~ Interest expense increased $3.5 million, or 25%, to $17.5 million for the nine month period ended September 30, 2018, compared to $14.0 million for the corresponding period in 2017. The increase was primarily due to interest expense related to acquisitions. Interest expense for the Mission City, Circle Point and The Quad property level debt increased by $1.3 million, $0.2 million and $0.1 million, respectively, and the interest on the line of credit increased by $2.0 million as a result of acquisitions funded by ~~that facility. A new mortgage placed on Central Fairwinds in June 2017 also increased interest expense by a further $0.3~~our $250 million ~~over the prior year. Amortization of deferred financing fees also increased by $0.3 million as a result of the renewal of the line of credit in 2018.~~Unsecured Credit Facility. These increases were partially offset by a ~~$0.7~~$0.2 million and $0.4 million, respective decrease in the Washington Group Plaza and Plaza 25 debt as a result of the sale of ~~that building~~those properties and the extinguishment of its property level debt.

~~Net Gain on the Sale of Real Estate Property.~~ Net gain on the sale of real estate property relates to the sale of our Washington Group Plaza property in March 2018. In the prior year, amounts relate to the sale of 2 buildings in our AmberGlen complex in May 2017.

Cash Flows

Comparison of ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018

Cash, cash equivalents and restricted cash were ~~$33.8~~$30.9 million and ~~$43.9~~$32.6 million as of ~~September~~June 30, ~~2018~~2019 and ~~September~~June 30, ~~2017,~~2018, respectively.

Cash flow from operating activities.Net cash provided by operating activities increased by ~~$4.6~~$7.2 million to ~~$30.1~~$18.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$25.5~~$11.4 million for the ~~same period in 2017.~~six months ended June 30, 2018. The increase was primarily attributable to increased operating cash flows from ~~acquisitions and theearn-out~~ ~~termination payment which occurred in 2017 but not 2018, offset by changes in working capital predominantly due to the sale of Washington Group Plaza.~~acquired properties.

Cash flow ~~from~~to investing activities. Net cash used in investing activities ~~decreased~~increased by ~~$111.4~~$56.8 million to ~~$96.6~~$38.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$208.0~~$18.2 million ~~used in~~provided by investing activities for the ~~same period~~six months ended June 30, 2018. The increase in ~~2017. The decrease~~cash used in investing activities was primarily due to the ~~higher cost~~acquisition of ~~acquisitions~~Canyon Park and Cascade Station in 2019. Additionally, we realized lower proceeds from the sale of real estate in ~~2017~~2019 compared to 2018, ~~and~~which included proceeds from the ~~disposition~~sale of ~~the~~ Washington Group Plaza ~~property~~ in 2018.

Cash flow tofrom financing activities.Net cash provided by financing activities ~~decreased~~increased by ~~$131.4~~$49.5 million to ~~$65.4~~$17.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$196.8~~$31.9 million used in financing activities in the six months ended June 30, 2018. Cash flow provided by ~~the same period in 2017. The decrease was~~financing activities increased primarily due to higher proceeds from ~~sales~~mortgage loans payable compared to 2018 and lower repayments of ~~common stock in 2017~~mortgage loans payable compared to 2018. ~~Proceeds~~The increase was partially offset by lower proceeds from credit facility ~~and mortgage loans payable (net of repayments) was also higher~~ in ~~2017~~2019 compared to 2018.

Liquidity and Capital Resources

Analysis of Liquidity and Capital Resources

We had approximately ~~$13.7~~$11.6 million of cash and cash equivalents and ~~$20.1~~$19.3 million of restricted cash as of ~~September~~June 30, ~~2018.~~2019.

On March 15, 2018 the Company entered into a $250 million Unsecured Credit Facility, 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. The~~full from the proceeds of our Unsecured Credit Facility. Our Unsecured Credit Facility matures in March 2022, ~~which~~and may be extended to March 2023 at the Company’s option upon meeting certain conditions. Borrowings under ~~the~~our Unsecured Credit Facility bear an interest at a rate equal to the LIBOR rate plus a margin of between 140 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of ~~September~~June 30, ~~2018,~~2019, we had approximately ~~$53.0~~$150.0 million outstanding under our Unsecured Credit ~~Facility.~~Facility and a $5.3 million letter of credit to satisfy escrow requirements for a mortgage lender.

The Company and the Operating Partnership previously entered into ~~separate~~the amended equity distribution agreements ~~(the “Sales Agreements”~~(collectively, the “EDAs”) with ~~each of KeyBanc Capital Markets Inc., Raymond James & Associates, Inc. and BMO Capital Markets Corp.~~the sales agents named therein (collectively, the “Sales Agents”), pursuant to which the Company may issue and sell from time to time up to ~~6,000,000~~8,000,000 shares of ~~its~~ common stock ~~$0.01 par value per share,~~ and up to 1,000,000 shares of ~~its 6.625%~~ Series A ~~Cumulative Redeemable~~ Preferred Stock ~~$0.01 par value per share (collectively, the “Shares”),~~ through the Sales Agents, acting as agents or ~~principals (the “ATM Program”).~~principals. Pursuant to the ~~Sales Agreements,~~EDAs, the ~~Shares~~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 ~~sales agreements.~~EDAs. The Company has no obligation to sell any of the ~~Shares~~shares under the ~~Sales Agreements~~EDAs and may at any time suspend solicitations and offers under, or terminate, the ~~Sales Agreements. During the nine month period ended September 30, 2018, the~~EDAs. The Company ~~issued 3,410,802 shares~~did not make any sales of securities under the ~~ATM Program. We 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.~~EDAs during the six months ended June 30, 2019.

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 ~~ATM Program,~~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 andnon-recurring capital improvements. We expect to meet our long-term liquidity requirements with net cash from operations, long-term secured and unsecured indebtedness and the issuance of equity and debt securities. We also may fund property acquisitions andnon-recurring capital improvements using our Unsecured Credit Facility pending longer term financing.

We believe we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity securities. However, we cannot assure you that this is or will continue to be the case. Our ability to incur additional debt is dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to access the equity capital markets is dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us.

Contractual Obligations and Other Long-Term Liabilities

The following table provides information with respect to our commitments as of ~~September~~June 30, ~~2018,~~2019, including any guaranteed or minimum commitments under contractual obligations. The table does not reflect available debt extension options.


	Payments Due by Period(in thousands)										Payments Due by Period(in thousands)
Contractual Obligation	Total		2018		2019-2020		2021-2022		More than 5 years
Principal payments on debt	$	552,172	$	1,106	$	11,260	$	146,170	$	393,636
Contractual Obligations											Total		2019		2020-2021		2022-2023		More than 5 years
Principal payments on mortgage loans											$	715,003	$	2,692	$	95,311	$	203,987	$	413,013
Interest payments(1)		140,895		5,300		41,962		35,280		58,353		162,109		15,110		57,650		40,589		48,760
Tenant-related commitments⁽¹⁾		10,057		3,679		5,767		611		—		10,907		5,890		4,418		599		—
Operating and financing lease obligations												30,641		316		1,617		1,431		27,277

Total	$	703,124	$	10,085	$	58,989	$	182,061	$	451,989	$	918,660	$	24,008	$	158,996	$	246,606	$	489,050

(1)	~~Consists principally of commitments for tenant improvements.~~Contracted interest on the floating rate debt was calculated based on our Unsecured Credit Facility balance and interest rate at June 30, 2019.

Off-Balance Sheet Arrangements

As of ~~September~~June 30, ~~2018,~~2019, we ~~did not have anyoff-balance~~ ~~sheet arrangements.~~had a $5.3 million letter of credit outstanding under our Unsecured Credit Facility to satisfy escrow requirements for a mortgage lender.

Inflation

Substantially all of our office leases provide for real estate tax and operating expense escalations. In addition, most of the leases provide for fixed annual rent increases. We believe that inflationary increases may be at least partially offset by these contractual rent increases and expense escalations.

~~Item 3. Quantitative and Qualitative Disclosures about~~
Item 3.
Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We have used, and will use, derivative financial instruments to manage or hedge interest rate risks related to borrowings. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based upon their credit rating and other factors. We have entered, and we will only enter into, contracts with major financial institutions based on their credit rating and other factors. As of ~~September~~June 30, ~~2018,~~2019, our Company did not have any outstanding derivatives.

The primary market risk to which we are exposed is interest rate risk. Our primary interest rate exposure is LIBOR. We primarily use fixed interest rate financing to manage our exposure to fluctuations in interest rates. We consider our interest rate exposure to be minimal because as of ~~September~~June 30, ~~2018,~~2019, approximately ~~$499.2~~$565.0 million, or ~~90.4%~~79.0%, of our debt had fixed interest rates and approximately ~~$53.0~~$150.0 million, or ~~9.6%~~21.0%, had variable interest rates. A

10% increase in LIBOR would increase our annual interest costs by approximately ~~$0.1~~$0.4 million on debt outstanding as of ~~September~~June 30, ~~2018,~~2019, and would decrease the fair value of our outstanding debt, as well as increase interest costs associated with future debt issuances or borrowings under our Unsecured Credit Facility. A 10% decrease in LIBOR would decrease our annual interest costs by approximately ~~$0.1~~$0.4 million on debt outstanding as of ~~September~~June 30, ~~2018,~~2019, and would increase the fair value of our outstanding debt, as well as decrease interest costs associated with future debt issuances or borrowings under our Unsecured Credit Facility.

Interest rate risk amounts are our management’s estimates based on our Company’s capital structure and were determined by considering the effect of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. We may take actions to further mitigate our exposure to changes in interest rates. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our Company’s financial structure.

Item 4.

~~Item 4.~~ Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on the most recent evaluation, the Company’s Chief Executive Officer and Chief Financial Officer determined that the Company’s disclosure controls and procedures (as defined in Rules13a-15(e) and15d-15(e) under the Securities and Exchange Act of 1934, as amended) were effective as of ~~September~~June 30, ~~2018.~~2019.

Management’s Report on Internal Control Over Financial Reporting

There have been no changes to our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

~~Item 1.~~ Legal Proceedings

We and our subsidiaries are, from time to time, parties to litigation arising from the ordinary course of ~~their~~ business. ~~Our~~As of June 30, 2019, management does not believe that any such litigation will ~~materially affect~~have a material adverse effect, individually or in the aggregate, on our financial position or results of operations.

Item 1A.

~~Item 1A.~~ Risk Factors

The following risk factor replaces the risk factor disclosed under a similar heading in the section entitled “Risk Factors” of our Annual Report onForm10-K for ~~for~~ the year ended December 31, ~~2017.~~2018. Except as presented below, there have been no material changes from the risk factors set forth in such Annual Report.

~~Covenants in our Credit Agreement~~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 ~~cause us~~give rise to ~~fail to qualify as a REIT.~~various conflicts of interest.

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 our Credit Agreement, dated as of March 15, 2018, weWe are subject to ~~various financial covenants~~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 an administrative services agreement. In addition, the terms of the administrative services agreement and the employment 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-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 ~~may inhibit~~work for us and 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.~~affiliates

Item 2.

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

None.

Item 3.

~~Item 3.~~ Defaults Upon Senior Securities

None.

Item 4.

~~Item 4.~~ Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

~~Item 5. Other Information~~

~~The following disclosure would have otherwise been filed on a Current Report on Form8-K~~ ~~under Item 1.01 Entry into a Material Definitive Agreement.~~

~~We previously disclosed entry by us and a subsidiary (“Subsidiary”) into the~~On July 31, 2019, CIO Administrative Services, ~~Agreement, dated as~~LLC (the “Service Provider”), an indirect, wholly-owned subsidiary of ~~February 1, 2016~~the Company, entered into an Administrative Services Agreement (the “Administrative Services Agreement”) with Clarity Real Estate III GP, Limited Partnership and Clarity Real Estate Ventures GP, Limited Partnership (collectively with their affiliates, “Clarity”), ~~with~~ entities ~~that manage real estate investment funds~~ affiliated with ~~Second City Capital II Corporation (“SCCC”) and Second City Real Estate II Corporation (“SCRE II,” and collectively,~~ the ~~“Second City funds”).~~Company. James Farrar, ~~our President and~~the Company’s Chief Executive Officer, and Gregory Tylee, ~~our~~the Company’s President and Chief Operating Officer, are officers of the general partners of the ~~Second City~~Clarity funds and own equity interests in the ~~Second City~~Clarity funds. Pursuant to the Administrative Services Agreement, ~~Subsidiary provides~~the Service Provider will provide various administrative services and support to ~~the entities managing the Second City funds.~~

~~On October 29, 2018, we and the Second City Funds entered into the First Amendment (the “Amendment”) to~~Clarity as set forth in the Administrative Services ~~Agreement to, among other things, accomplish the following, effective as of February 1, 2019:~~

~~Remove SCCC as a party~~Agreement. The annual payments made by Clarity to the ~~Administrative Services Agreement as the~~Service Provider for these services ~~rendered to SCCC are no longer needed;~~

~~Set the annual fees payable to Subsidiary~~ under the Administrative Services Agreement ~~beginning on February 1, 2019 as follows: first 12 months—$500,000 and thereafter—40%~~will be a percentage of the management ~~fee paid~~fees received by Clarity from Clarity’s managed funds and affiliates under Clarity’s governance documents according to ~~SCRE II by~~a formula set forth in the ~~fund managed by SCRE II;~~Administrative Services Agreement.

In conjunction with the Company’s entry into the Administrative Services Agreement, on July 31, 2019, the Company, through a wholly-owned subsidiary, entered into an amendment to the Company’s employment agreements (collectively, the “Employment Agreement Amendments”) with each of James Farrar, the Company’s

Chief Executive Officer, Greg Tylee, the Company’s President and

~~Extend~~ Chief Operating Officer, and Anthony Maretic, the ~~term~~Company’s Chief Financial Officer, Secretary and Treasurer. The Employment Agreement Amendments clarify that the Company’s executive officers may participate in the organization and administration of Clarity.

A committee consisting solely of the independent members of the Company’s Board of Directors approved the Company’s entry into the Administrative Services Agreement and the Employment Agreement Amendments. The foregoing descriptions of the Administrative Services Agreement ~~until~~and the ~~earlier of (i) the expiration of the fund managed by SCRE II and (ii) the election by Subsidiary or SCRE II to terminate the Administrative Services~~Employment Agreement ~~if certain conditions~~Amendments are ~~met.~~

~~The foregoing description of the Amendment is~~ not complete. Reference is made to the ~~Amendment~~full text of the Administrative Services Agreement and each of the Employment Agreement Amendments filed as Exhibit ~~10.1 hereto.~~10.2, Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5, respectively, to this Quarterly Report onForm 10-Q.

Item 6.

~~Item 6.~~ Exhibits


Exhibit Number		Description

3.1		Articles of Amendment and Restatement of City Office REIT, Inc., as amended and supplemented (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form10-K filed on March 1, 2018).

3.2		Second Amended and Restated Bylaws of City Office REIT, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K filed on March 14, 2017).

4.1		Certificate of Common Stock of City Office REIT, Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on FormS-11/A filed with the Commission on February 18, 2014).

4.2		Form of certificate representing the 6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form8-A filed with the Commission on September 30, 2016).

10.1		~~First~~ Amendment No. 1 to the City Officer REIT, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed on May 6, 2019).

10.2		Administrative Services Agreement, dated ~~October 29, 2018 and effective as of February 1,~~July 31, 2019, by and among ~~City Office Management ULC, Second City Capital II Corporation and Second City~~CIO Administrative Services, LLC, Clarity Real Estate ~~II Corporation.~~III GP, Limited Partnership and Clarity Real Estate Ventures GP, Limited Partnership. †

~~12.1~~10.3		~~Computation~~Amendment No. 1 to Executive Employment Agreement, dated as of ~~Ratio~~July 31, 2019, by and between City Office Management Ltd. and James Farrar.* †

10.4		Amendment No. 1 to Executive Employment Agreement, dated as of ~~Earnings~~July 31, 2019, by and between City Office Management Ltd. and Gregory Tylee.* †

10.5		Amendment No. 1 to ~~Combined Fixed Charges~~Executive Employment Agreement, dated as of July 31, 2019, by and ~~Preferred Stock Dividends~~between City Office Management Ltd. and Anthony Maretic.* †

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

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

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †

101.INS		INSTANCE DOCUMENT**

101.SCH		SCHEMA DOCUMENT**

101.CAL		CALCULATION LINKBASE DOCUMENT**

101.LAB		LABELS LINKBASE DOCUMENT**

101.PRE		PRESENTATION LINKBASE DOCUMENT**

101.DEF		DEFINITION LINKBASE DOCUMENT**

†	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 Income; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CITY OFFICE REIT, INC.


Date: ~~November~~August 1, ~~2018~~2019

		By:	/s/ James Farrar
			James Farrar

			Chief Executive Officer and Director
			(Principal Executive Officer)

Date: ~~November~~August 1, ~~2018~~2019

		By:	/s/ Anthony Maretic
			Anthony Maretic
			Chief Financial Officer, Secretary and Treasurer
			~~Chief Financial Officer, Secretary and Treasurer~~
	(Principal Financial Officer and Principal Accounting Officer)


2018	$	4,722
2019		18,534
2020		16,298
2021		13,186
2022		5,667
Thereafter		6,677

	$	65,084


Property	September 30, 2018			December 31, 2017			Interest Rate as of September 30, 2018			Maturity
Unsecured Credit Facility ⁽¹⁾	$	53,000		$	—			LIBOR +1.50	%⁽²⁾		March 2022
Midland Life Insurance ⁽³⁾		87,382			88,582			4.34			May 2021
Mission City		47,000			47,000			3.78			November 2027
190 Office Center⁽⁴⁾		41,250			41,250			4.79			October 2025
Circle Point⁽⁴⁾		39,650			—			4.49			September 2028
SanTan⁽⁴⁾		34,823			35,100			4.56			March 2027
Intellicenter⁽⁴⁾		33,562			33,563			4.65			October 2025
The Quad		30,600			—			4.20			September 2028
FRP Collection⁽⁴⁾		29,737			30,174			3.85			September 2023
2525 McKinnon		27,000			27,000			4.24			April 2027
5090 N 40th St		22,000			22,000			3.92			January 2027
AmberGlen⁽⁴⁾		20,000			20,000			3.69			May 2027
Lake Vista Pointe ⁽⁵⁾		18,124			18,358			4.28			August 2024
Central Fairwinds⁽⁴⁾		17,966			15,107			4.00			June 2024
FRP Ingenuity Drive⁽⁵⁾⁽⁶⁾		17,000			17,000			4.44			December 2024
Plaza 25 ⁽⁴⁾⁽⁵⁾		16,662			16,882			4.10			July 2025
Carillon Point⁽⁴⁾		16,416			16,671			3.50			October 2023
Washington Group Plaza		—			32,290			—			—
Secured Credit Facility ⁽¹⁾		—			33,500			—			—

Total Principal		552,172			494,477
Deferred financing costs, net		(6,156	)		(4,968	)

Total	$	546,016		$	489,509

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company