10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2022

OR

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

For the transition period from                     to                     

Commission File Number: 001-36409

CITY OFFICE REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland	98-1141883
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

666 Burrard Street

Suite 3210

Vancouver, BC

V6C 2X8

(Address of principal executive offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each Exchange on Which Registered
Common Stock, $0.01 par value 6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	“CIO” “CIO.PrA”	New York Stock Exchange New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.     

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    ☒  No

The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at August 2, 2022 was 41,572,870.

City Office REIT, Inc.

Quarterly Report on Form 10-Q

For the Quarter Ended June 30, 2022

Table of Contents

PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	1
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	2
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2022 and 2021	3
Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2022 and 2021	4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures about Market Risk	26
Item 4. Controls and Procedures	26
PART II. OTHER INFORMATION	27
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Defaults Upon Senior Securities	28
Item 4. Mine Safety Disclosures	28
Item 5. Other Information	28
Item 6. Exhibits	29
Signatures	30

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

City Office REIT, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except par value and share data)

	June 30, 2022			December 31, 2021
Assets
Real estate properties
Land	$	200,686		$	204,801
Building and improvement		1,230,702			1,244,177
Tenant improvement		129,496			119,011
Furniture, fixtures and equipment		664			664
		1,561,548			1,568,653
Accumulated depreciation		(170,569	)		(157,356	)
		1,390,979			1,411,297
Cash and cash equivalents		26,352			21,321
Restricted cash		43,044			20,945
Rents receivable, net		37,501			30,415
Deferred leasing costs, net		21,213			20,327
Acquired lease intangible assets, net		61,762			68,925
Other assets		30,526			28,283
Total Assets	$	1,611,377		$	1,601,513
Liabilities and Equity
Liabilities:
Debt	$	654,366		$	653,648
Accounts payable and accrued liabilities		33,136			27,101
Deferred rent		10,089			11,600
Tenant rent deposits		6,856			6,165
Acquired lease intangible liabilities, net		10,042			10,872
Other liabilities		20,895			21,532
Total Liabilities		735,384			730,918
Commitments and Contingencies (Note 9)
Equity:
6.625% Series A Preferred stock, $0.01 par value per share, 5,600,000 shares authorized, 4,480,000 issued and outstanding as of June 30, 2022 and December 31, 2021		112,000			112,000
Common stock, $0.01 par value, 100,000,000 shares authorized, 43,330,831 and 43,554,375 shares issued and outstanding as of June 30, 2022 and December 31, 2021		433			435
Additional paid-in capital		479,057			482,061
Retained earnings		281,735			275,502
Accumulated other comprehensive income/(loss)		1,885			(382	)
Total Stockholders’ Equity		875,110			869,616
Non-controlling interests in properties		883			979
Total Equity		875,993			870,595
Total Liabilities and Equity	$	1,611,377		$	1,601,513
Subsequent Events (Note 11)

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

1

City Office REIT, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Rental and other revenues	$	45,498		$	39,964		$	90,350		$	79,480
Operating expenses:
Property operating expenses		16,836			14,179			33,325			28,297
General and administrative		3,614			3,068			7,070			5,868
Depreciation and amortization		15,701			14,954			31,516			29,369
Total operating expenses		36,151			32,201			71,911			63,534
Operating income		9,347			7,763			18,439			15,946
Interest expense:
Contractual interest expense		(5,982	)		(5,639	)		(11,729	)		(11,883	)
Amortization of deferred financing costs and debt fair value		(302	)		(272	)		(614	)		(602	)
		(6,284	)		(5,911	)		(12,343	)		(12,485	)
Net gain on sale of real estate property		—			—			21,658			47,400
Net income		3,063			1,852			27,754			50,861
Less:
Net income attributable to non-controlling interests in properties		(164	)		(190	)		(335	)		(382	)
Net income attributable to the Company		2,899			1,662			27,419			50,479
Preferred stock distributions		(1,855	)		(1,855	)		(3,710	)		(3,710	)
Net income/(loss) attributable to common stockholders	$	1,044		$	(193	)	$	23,709		$	46,769
Net income/(loss) per common share:
Basic	$	0.02		$	0.00		$	0.54		$	1.08
Diluted	$	0.02		$	0.00		$	0.53		$	1.06
Weighted average common shares outstanding:
Basic		43,632			43,482			43,593			43,440
Diluted		44,482			43,482			44,445			44,080
Dividend distributions declared per common share	$	0.20		$	0.15		$	0.40		$	0.30

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

2

City Office REIT, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net income	$	3,063		$	1,852		$	27,754		$	50,861
Other comprehensive income:
Unrealized cash flow hedge gain/(loss)		450			(47	)		2,064			480
Amounts reclassified to interest expense		63			147			203			289
Other comprehensive income		513			100			2,267			769
Comprehensive income		3,576			1,952			30,021			51,630
Less:
Comprehensive income attributable to non-controlling interests in properties		(164	)		(190	)		(335	)		(382	)
Comprehensive income attributable to the Company	$	3,412		$	1,762		$	29,686		$	51,248

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

3

City Office REIT, Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(In thousands)

	Number of shares of preferred stock		Preferred stock		Number of shares of common stock			Common stock			Additional paid-in capital			Retained   earnings			Accumulated other comprehensive (loss)/income			Total stockholders’ equity			Non-controlling interests in properties			Total equity
Balance—December 31, 2021		4,480	$	112,000		43,554		$	435		$	482,061		$	275,502		$	(382	)	$	869,616		$	979		$	870,595
Restricted stock award grants and vesting		—		—		—			—			972			(68	)		—			904			—			904
Common stock dividend distribution declared		—		—		—			—			—			(8,711	)		—			(8,711	)		—			(8,711	)
Preferred stock dividend distribution declared		—		—		—			—			—			(1,855	)		—			(1,855	)		—			(1,855	)
Contributions		—		—		—			—			—			—			—			—			3			3
Distributions		—		—		—			—			—			—			—			—			(254	)		(254	)
Net income		—		—		—			—			—			24,520			—			24,520			171			24,691
Other comprehensive income		—		—		—			—			—			—			1,754			1,754			—			1,754
Balance—March 31, 2022		4,480	$	112,000		43,554		$	435		$	483,033		$	289,388		$	1,372		$	886,228		$	899		$	887,127
Restricted stock award grants and vesting		—		—		171			2			1,020			(117	)		—			905			—			905
Common stock repurchased		—		—		(395	)		(4	)		(4,996	)		—			—			(5,000	)		—			(5,000	)
Common stock dividend distribution declared		—		—		—			—			—			(8,580	)		—			(8,580	)		—			(8,580	)
Preferred stock dividend distribution declared		—		—		—			—			—			(1,855	)		—			(1,855	)		—			(1,855	)
Distributions		—		—		—			—			—			—			—			—			(180	)		(180	)
Net income		—		—		—			—			—			2,899			—			2,899			164			3,063
Other comprehensive income		—		—		—			—			—			—			513			513			—			513
Balance—June 30, 2022		4,480	$	112,000		43,330		$	433		$	479,057		$	281,735		$	1,885		$	875,110		$	883		$	875,993

	Number of shares of preferred stock		Preferred stock		Number of shares of common stock		Common stock		Additional paid-in capital		Accumulated deficit			Accumulated other comprehensive loss			Total stockholders’ equity			Non-controlling interests in properties			Total equity
Balance—December 31, 2020		4,480	$	112,000		43,397	$	433	$	479,411	$	(172,958	)	$	(1,960	)	$	416,926		$	949		$	417,875
Restricted stock award grants and vesting		—		—		—		—		695		(50	)		—			645			—			645
Common stock dividend distribution declared		—		—		—		—		—		(6,510	)		—			(6,510	)		—			(6,510	)
Preferred stock dividend distribution declared		—		—		—		—		—		(1,855	)		—			(1,855	)		—			(1,855	)
Distributions		—		—		—		—		—		—			—			—			(220	)		(220	)
Net income		—		—		—		—		—		48,817			—			48,817			192			49,009
Other comprehensive income		—		—		—		—		—		—			669			669			—			669
Balance—March 31, 2021		4,480	$	112,000		43,397	$	433	$	480,106	$	(132,556	)	$	(1,291	)	$	458,692		$	921		$	459,613
Restricted stock award grants and vesting		—		—		157		2		523		(76	)		—			449			—			449
Common stock dividend distribution declared		—		—		—		—		—		(6,533	)		—			(6,533	)		—			(6,533	)
Preferred stock dividend distribution declared		—		—		—		—		—		(1,855	)		—			(1,855	)		—			(1,855	)
Contributions		—		—		—		—		—		—			—			—			2			2
Distributions		—		—		—		—		—		—			—			—			(204	)		(204	)
Net income		—		—		—		—		—		1,662			—			1,662			190			1,852
Other comprehensive income		—		—		—		—		—		—			100			100			—			100
Balance—June 30, 2021		4,480	$	112,000		43,554	$	435	$	480,629	$	(139,358	)	$	(1,191	)	$	452,515		$	909		$	453,424

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

4

City Office REIT, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2022			2021
Cash Flows from Operating Activities:
Net income	$	27,754		$	50,861
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31,516			29,369
Amortization of deferred financing costs and debt fair value		614			602
Amortization of above and below market leases		80			301
Straight-line rent/expense		(4,356	)		85
Non-cash stock compensation		1,895			1,310
Receipts from sales-type lease		43,549			—
Net gain on sale of real estate property		(21,658	)		(47,400	)
Changes in non-cash working capital:
Rents receivable, net		(4,109	)		635
Other assets		(764	)		(1,048	)
Accounts payable and accrued liabilities		1,268			(2,757	)
Deferred rent		(1,511	)		2,850
Tenant rent deposits		691			877
Net Cash Provided By Operating Activities		74,969			35,685
Cash Flows (to)/from Investing Activities:
Additions to real estate properties		(16,462	)		(9,499	)
Acquisition of real estate		—			(43,256	)
Net proceeds from sale of real estate		—			93,303
Deferred leasing costs		(4,786	)		(3,131	)
Net Cash (Used In)/Provided By Investing Activities		(21,248	)		37,417
Cash Flows to Financing Activities:
Proceeds from borrowings		31,000			98,000
Repayment of borrowings		(30,941	)		(163,363	)
Dividend distributions paid to stockholders		(21,132	)		(16,729	)
Repurchases of common stock		(5,000	)		—
Distributions to non-controlling interests in properties		(434	)		(424	)
Shares withheld for payment of taxes on restricted stock unit vesting		(87	)		(216	)
Contributions from non-controlling interests in properties		3			2
Net Cash Used In Financing Activities		(26,591	)		(82,730	)
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash		27,130			(9,628	)
Cash, Cash Equivalents and Restricted Cash, Beginning of Period		42,266			45,951
Cash, Cash Equivalents and Restricted Cash, End of Period	$	69,396		$	36,323
Reconciliation of Cash, Cash Equivalents and Restricted Cash:
Cash and Cash Equivalents, End of Period		26,352			13,394
Restricted Cash, End of Period		43,044			22,929
Cash, Cash Equivalents and Restricted Cash, End of Period	$	69,396		$	36,323
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	10,850		$	11,955
Purchase of additions in real estate properties included in accounts payable	$	10,301		$	4,233
Purchase of deferred leasing costs included in accounts payable	$	2,926		$	2,164

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

5

City Office REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

1. Organization and Description of Business

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

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

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

2. Summary of Significant Accounting Policies

Basis of Preparation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with Securities and Exchange Commission (“SEC”) rules and regulations and generally accepted accounting principles in the United States of America (“US GAAP”) and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (the “FASB”) established Topic 848, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, by issuing Accounting Standards Update (“ASU”) No. 2020-04 (“ASU 2020-04”). ASU 2020-04 provides companies with optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. For contracts affected by reference rate reform, if certain criteria are met, companies can elect to not remeasure contracts at the modification date or reassess a previous accounting conclusion. Companies can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met. Further, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). ASU 2021-01 clarifies the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2020-04 and ASU 2021-01 can be applied as of the beginning of the interim period that includes March 12, 2020, however, the guidance will only be available for optional use through December 31, 2022. The new standard applies prospectively to contract modifications and hedging relationships and may be elected over time as reference rate reform activities occur. The Company has not yet adopted the standard and continues to evaluate the impact of ASU 2020-04 and ASU 2021-01 on its consolidated financial statements and may elect optional expedients in future periods as reference rate reform activities occur.

6

In July 2021, the FASB issued ASU No. 2021-05 (“ASU 2021-05”), Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. ASU 2021-05 requires lessors to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease under the pre-ASU classification criteria, and sales-type or direct financing classification would result in a Day 1 loss. The ASU is effective for fiscal years beginning after December 15, 2021. The ASU may be early adopted and can be applied either retrospectively to leases that commenced or were modified on or after the adoption of ASU No. 2016-02 or prospectively to leases that commence or are modified on or after the date that an entity first applies the amendments. The Company adopted ASU 2021-05 prospectively on January 1, 2022. The adoption of ASU 2021-05 did not have a material impact on the Company’s consolidated financial statements.

3. Real Estate Investments

Acquisitions

During the six months ended June 30, 2022 and 2021 the Company acquired the following properties:

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

The foregoing acquisition was accounted for as an asset acquisition.

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

	5910 Pacific Center and 9985 Pacific Heights
Land	$	37,294
Building and improvement		2,979
Tenant improvement		917
Lease intangible assets		2,469
Other assets		19
Accounts payable and other liabilities		(319	)
Lease intangible liabilities		(103	)
Net assets acquired	$	43,256

Sale of Real Estate Property

During the first quarter of 2022, the sole tenant at the Lake Vista Pointe property exercised its lease option to purchase the building and the Company signed a purchase and sale agreement with the tenant. At the time the tenant exercised the option, the Company reassessed the lease classification of the lease, in accordance with ASC 842 – Leases, and determined that the lease should be reclassified from an operating lease to a sales-type lease. This reclassification resulted in a gain on sale of $21.7 million net of disposal related costs. On June 15, 2022, the Company sold the Lake Vista Pointe property in Dallas, Texas for a gross sales price of $43.8 million.

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

7

4. Lease Intangibles

Lease intangibles and the value of assumed lease obligations as of June 30, 2022 and December 31, 2021 were comprised of the following (in thousands):

	Lease Intangible Assets												Lease Intangible Liabilities
June 30, 2022	Above Market Leases			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease			Total
Cost	$	19,488		$	84,897		$	37,591		$	141,976		$	(16,605	)	$	(138	)	$	(16,743	)
Accumulated amortization		(8,877	)		(52,350	)		(18,987	)		(80,214	)		6,651			50			6,701
	$	10,611		$	32,547		$	18,604		$	61,762		$	(9,954	)	$	(88	)	$	(10,042	)

	Lease Intangible Assets												Lease Intangible Liabilities
December 31, 2021	Above Market Leases			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease			Total
Cost	$	21,147		$	93,761		$	39,345		$	154,253		$	(16,743	)	$	(138	)	$	(16,881	)
Accumulated amortization		(9,627	)		(56,987	)		(18,714	)		(85,328	)		5,961			48			6,009
	$	11,520		$	36,774		$	20,631		$	68,925		$	(10,782	)	$	(90	)	$	(10,872	)

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

2022	$	5,283
2023		9,028
2024		6,695
2025		6,507
2026		6,461
Thereafter		17,746
	$	51,720

5. Debt

The following table summarizes the indebtedness as of June 30, 2022 and December 31, 2021 (dollars in thousands):

Property	June 30, 2022		December 31, 2021		Interest Rate as of June 30, 2022(1)			Maturity
Unsecured Credit Facility (3)(4)	$	162,000	$	142,000		LIBOR +1.30	%(2)	November 2025
Term Loan (3)		50,000		50,000		LIBOR +1.25	%(2)	September 2024
Mission City		47,000		47,000		3.78	%	November 2027
Canyon Park (5)		40,031		40,381		4.30	%	March 2027
Circle Point		39,650		39,650		4.49	%	September 2028
190 Office Center		39,239		39,581		4.79	%	October 2025
SanTan		32,477		32,807		4.56	%	March 2027
Intellicenter		31,591		31,883		4.65	%	October 2025
The Quad		30,600		30,600		4.20	%	September 2028
FRP Collection		27,162		27,535		3.10	%	September 2023
2525 McKinnon		27,000		27,000		4.24	%	April 2027
Greenwood Blvd		21,660		21,920		3.15	%	December 2025
Cascade Station		21,387		21,581		4.55	%	May 2024
5090 N. 40th St		21,024		21,233		3.92	%	January 2027
AmberGlen		20,000		20,000		3.69	%	May 2027

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Property	June 30, 2022			December 31, 2021			Interest Rate as of June 30, 2022(1)			Maturity
Central Fairwinds		16,491			16,707			3.15	%	June 2024
FRP Ingenuity Drive		16,312			16,457			4.44	%	December 2024
Carillon Point		14,981			15,185			3.10	%	October 2023
Lake Vista Pointe (6)		—			17,018			—		—
Total Principal		658,605			658,538
Deferred financing costs, net		(4,501	)		(5,223	)
Unamortized fair value adjustments		262			333
Total	$	654,366		$	653,648

(1) All interest rates are fixed interest rates with the exception of the Unsecured Credit Facility (the “Unsecured Credit Facility”) and the Term Loan (as defined herein), as explained in footnotes 3 and 4 below.

(2) As of June 30, 2022, the one-month LIBOR rate was 1.79%.

(3) In September 2019, the Company entered into a five-year $50 million Term Loan (the “Term Loan”) increasing its authorized borrowings under the Unsecured Credit Facility from $250 million to $300 million. Borrowings under the Term Loan bear interest at a rate equal to the LIBOR rate plus a margin between 125 to 215 basis points depending upon the Company’s consolidated leverage ratio. In conjunction with the Term Loan, the Company also entered into a five-year interest rate swap for a notional amount of $50 million (the “Interest Rate Swap”). Pursuant to the Interest Rate Swap, the Company will pay a fixed rate of approximately 1.27% of the notional amount annually, payable monthly, and receive floating rate 30-day LIBOR payments.

(4) In March 2018, the Company entered into the Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $250 million, which included an accordion feature that allowed the Company to borrow up to $500 million, subject to customary terms and conditions. On November 16, 2021, the Company entered into an Amended and Restated Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $300 million. Combined with the Company’s existing five-year Term Loan, the total authorized borrowings increased from $300 million to $350 million. The Unsecured Credit Facility matures in November 2025 and may be extended 12 months at the Company’s option upon meeting certain conditions. Borrowings under the Unsecured Credit Facility bear interest at a rate equal to the LIBOR rate plus a margin of between 125 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of June 30, 2022, the Unsecured Credit Facility had $162.0 million drawn and a $4.2 million letter of credit to satisfy escrow requirements for a mortgage lender. The Unsecured Credit Facility requires the Company to maintain a fixed charge coverage ratio of no less than 1.50x.

(5) The mortgage loan anticipated repayment date (“ARD”) is March 1, 2027. The final scheduled maturity date can be extended up to 5 years beyond the ARD. If the loan is not paid off at ARD, the loan’s interest rate shall be adjusted to the greater of (i) the initial interest rate plus 200 basis points or (ii) the yield on the five year “on the run” treasury reported by Bloomberg market data service plus 450 basis points.

(6) In June 2022, the loan balance of $16.8 million was repaid in full.

The scheduled principal repayments of debt as of June 30, 2022 are as follows (in thousands):

2022	$	3,141
2023		48,149
2024		108,479
2025		253,997
2026		4,536
Thereafter		240,303
	$	658,605

6. Fair Value of Financial Instruments

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

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

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

Level 3 Inputs – unobservable inputs

In September 2019, the Company entered into the Interest Rate Swap for a notional amount of $50 million. Pursuant to the Interest Rate Swap, the Company will pay a fixed rate of approximately 1.27% of the notional amount annually, payable monthly, and receive floating rate 30-day LIBOR payments. Accordingly, the fair value of the Interest Rate Swap has been classified as a Level 2 fair value measurement.

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The Interest Rate Swap has been designated and qualifies as a cash flow hedge and has been recognized on the condensed consolidated balance sheets at fair value. Gains and losses resulting from changes in the fair value of derivatives that have been designated and qualify as cash flow hedges are reported as a component of other comprehensive income/(loss) and reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings.

As of June 30, 2022, the Interest Rate Swap was reported as an asset at its fair value of approximately $1.9 million, which is included in other assets on the Company’s condensed consolidated balance sheet. For the six months ended June 30, 2022, approximately $0.2 million of realized losses were reclassified to interest expense due to payments made to the swap counterparty. For the six months ended June 30, 2021, approximately $0.3 million of realized losses were reclassified to interest expense due to payments made to the swap counterparty.

As of December 31, 2021, the Interest Rate Swap was reported as a liability at its fair value of approximately $0.4 million, which is included in other liabilities on the Company’s condensed consolidated balance sheet.

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

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

Fair Value of Financial Instruments Not Carried at Fair Value

With the exception of fixed rate mortgage loans payable, the carrying amounts of the Company’s financial instruments approximate their fair value. The Company determines the fair value of its fixed rate mortgage loan payable based on a discounted cash flow analysis using a discount rate that approximates the current borrowing rates for instruments of similar maturities. Based on this, the Company has determined that the fair value of these instruments was $436.7 million and $478.1 million (compared to a carrying value of $446.6 million and $466.5 million) as of June 30, 2022, and December 31, 2021, 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 six months ended June 30, 2022 and 2021, the Company earned $0.3 million and $0.3 million, respectively, in administrative services performed for Second City Real Estate II Corporation (“Second City”), Clarity Real Estate Ventures GP, Limited Partnership (“Clarity”) and their affiliates.

8. Leases

Lessor Accounting

The Company is focused on acquiring, owning and operating high-quality office properties for lease to a stable and diverse tenant base. Our properties have both full-service gross and net leases which are generally classified as operating leases. Rental income related to such leases is recognized on a straight-line basis over the remaining lease term. The Company’s total revenue includes fixed base rental payments provided under the lease and variable payments which principally consist of tenant expense reimbursements for certain property operating expenses.

The Company recognized fixed and variable lease payments for operating leases for the three and six months ended June 30, 2022 and the three and six months ended June 30, 2021 as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Fixed payments	$	38,309	$	34,311	$	76,628	$	67,862
Variable payments		6,180		5,629		12,620		11,536
	$	44,489	$	39,940	$	89,248	$	79,398

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The Company recognized interest income of $0.6 million and variable lease payments of $0.2 million for the sales-type lease at the Lake Vista Pointe property for the three and six months ended June 30, 2022.

Future minimum lease payments to be received by the Company as of June 30, 2022 under non-cancellable operating leases for the next five years and thereafter are as follows (in thousands):

2022	$	63,397
2023		117,160
2024		104,445
2025		92,922
2026		84,779
Thereafter		252,335
	$	715,038

The Company’s leases may include various provisions such as scheduled rent increases, renewal options and termination options. The majority of the Company’s leases include defined rent increase rather than variable payments based on an index or unknown rate.

Lessee Accounting

As a lessee, the Company has ground and office leases which are classified as operating and financing leases. As of June 30, 2022, these leases had remaining terms of under one year to 66 years and a weighted average remaining lease term of 50 years. Right-of-use assets and lease liabilities have been included within other assets and other liabilities on the Company’s condensed consolidated balance sheet as follows (in thousands):

	June 30, 2022		December 31, 2021
Right-of-use asset – operating leases	$	13,858	$	14,114
Lease liability – operating leases	$	9,009	$	9,160
Right-of-use asset – financing leases	$	10,180	$	10,308
Lease liability – financing leases	$	1,450	$	1,425

Lease liabilities are measured at the commencement date based on the present value of future lease payments. One of the Company’s operating ground leases includes rental payment increases over the lease term based on increases in the Consumer Price Index (“CPI”). Changes in the CPI were not estimated as part of the measurement of the operating lease liability. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a weighted average discount rate of 6.2% in determining its lease liabilities. The discount rates were derived from the Company’s assessment of the credit quality of the Company and adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments.

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

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Operating lease expenses for the three and six months ended June 30, 2022 were $0.3 million and $0.5 million, respectively. Operating lease expenses for the three and six months ended June 30, 2021 were $0.3 million and $0.5 million, respectively. Financing lease expenses for the three and six months ended June 30, 2022 were $0.1 million and $0.2 million, respectively. Financing lease expenses for the three and six months ended June 30, 2021 were nominal.

Future minimum lease payments to be paid by the Company as a lessee for operating and financing leases as of June 30, 2022 for the next five years and thereafter are as follows (in thousands):

	Operating Leases			Financing Leases
2022	$	290		$	17
2023		836			12
2024		770			7
2025		770			8
2026		724			8
Thereafter		27,151			6,946
Total future minimum lease payments		30,541			6,998
Discount		(21,532	)		(5,548	)
Total	$	9,009		$	1,450

9. Commitments and Contingencies

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

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

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

The Company is involved from time to time in lawsuits and other disputes which arise in the ordinary course of business. As of June 30, 2022, management believes that these matters will not have a material adverse effect, individually or in the aggregate, on the Company’s financial position or results of operations.

10. Stockholders’ Equity

Share Repurchase Plan

On March 9, 2020, the Company’s Board of Directors approved a share repurchase plan authorizing the Company to repurchase up to $100 million of its outstanding shares of common stock. In July 2020, the Company completed the full March 2020 share repurchase plan. On August 5, 2020, the Company’s Board of Directors approved an additional share repurchase plan authorizing the Company to repurchase up to an additional aggregate amount of $50 million of its outstanding shares of common stock. Under the share repurchase programs, the shares may be repurchased from time to time using a variety of methods, which may include open market transactions, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements.

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Repurchased shares of common stock will be classified as authorized and unissued shares. The Company recognizes the cost of shares of common stock it repurchases, including direct costs incurred, as a reduction in stockholders’ equity. Such reductions of stockholders equity due to the repurchases of shares of common stock will be applied first, to reduce common stock in the amount of the par value associated with the shares of common stock repurchased and second, to reduce additional paid-in capital by the amount that the purchase price for the shares of common stock repurchased exceed the par value.

During the six months ended June 30, 2022, the Company completed the repurchase of 394,833 shares of its common stock for approximately $5.0 million. There were no shares repurchased during the six months ended June 30, 2021.

Common Stock and Common Unit Distributions

On June 16, 2022, the Company’s Board of Directors approved and the Company declared a cash dividend distribution of $0.20 per common share for the quarterly period ended June 30, 2022. The dividend was paid subsequent to quarter end on July 22, 2022 to common stockholders and common unitholders of record as of the close of business on July 8, 2022, resulting in an aggregate payment of $8.6 million.

Preferred Stock Distributions

On June 16, 2022, the Company’s Board of Directors approved and the Company declared a cash dividend distribution of $0.4140625 per share of the Company’s 6.625% Series A Preferred Stock (“Series A Preferred Stock”) for an aggregate amount of $1.9 million for the quarterly period ended June 30, 2022. The dividend was paid subsequent to quarter end on July 22, 2022 to the holders of record of Series A Preferred Stock as of the close of business on July 8, 2022.

Equity Incentive Plan

The Company has an equity incentive plan (“Equity Incentive Plan”) for executive officers, directors and certain non-executive employees, and with approval of the Board of Directors, for subsidiaries and their respective affiliates. The Equity Incentive Plan provides for grants of restricted common stock, restricted stock units, phantom shares, stock options, dividend equivalent rights and other equity-based awards (including LTIP Units), subject to the total number of shares available for issuance under the plan. The Equity Incentive Plan is administered by the compensation committee of the Board of Directors (the “Plan Administrator”). On May 4, 2022, the Company’s stockholders approved an amendment to the Equity Incentive Plan increasing the maximum number of shares of common stock that may be issued under the Equity Incentive Plan from 2,263,580 shares to 3,763,580 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.

On January 27, 2020, each of the Board of Directors and the Compensation Committee approved a new form of performance-based restricted unit award agreement (the “Performance RSU Award Agreement”) that will be used to grant performance-based restricted stock unit awards (“Performance RSU Awards”) pursuant to the Equity Incentive Plan. The Performance RSU Awards are based upon the total stockholder return (“TSR”) of the Company’s common stock over a three-year measurement period beginning January 1 of the year of grant (the “Measurement Period”) relative to the TSR of a defined peer group list of other US Office REIT companies (the “Peer Group”) as of the first trading date in the year of grant. The payouts under the Performance RSU Awards are evaluated on a sliding scale as follows: TSR below the 30th percentile of the Peer Group would result in a 50% payout; TSR at the 50th percentile of the Peer Group would result in a 100% payout; and TSR at or above the 75th percentile of the Peer Group would result in a 150% payout. Payouts are mathematically interpolated between these stated percentile targets, subject to a 150% maximum. To the extent earned, the payouts of the Performance RSU Awards are intended to be settled in the form of shares of the Company’s common stock, pursuant to the Equity Incentive Plan. Upon satisfaction of the vesting conditions, dividend equivalents in an amount equal to all regular and special dividends declared with respect to the Company’s common stock during each annual measurement period during the Measurement Period are determined and paid on a cumulative, reinvested basis over the term of the applicable Performance RSU Award, at the time such award vests and based on the number of shares of the Company’s common stock that are earned.

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The following table summarizes the activity of the awards under the Equity Incentive Plan for the three and six months ended June 30, 2022:

	Number of RSUs			Number of Performance RSUs
Outstanding at December 31, 2021		342,159			217,500
Granted		237,986			90,000
Issuance of dividend equivalents		3,902			—
Vested		—			—
Forfeited		—			—
Outstanding at March 31, 2022		584,047			307,500
Granted		—			—
Issuance of dividend equivalents		7,451			—
Vested		(177,812	)		—
Forfeited		—			—
Outstanding at June 30, 2022		413,686			307,500

The following table summarizes the activity of the awards under the Equity Incentive Plan for the three and six months ended June 30, 2021:

	Number of RSUs			Number of Performance RSUs
Outstanding at December 31, 2020		332,435			97,500
Granted		169,500			120,000
Issuance of dividend equivalents		5,139			—
Vested		—			—
Forfeited		—			—
Outstanding at March 31, 2021		507,074			217,500
Granted		—			—
Issuance of dividend equivalents		6,884			—
Vested		(177,038	)		—
Forfeited		—			—
Outstanding at June 30, 2021		336,920			217,500

During the six months ended June 30, 2022 and June 30, 2021, the Company granted the following restricted stock units (“RSUs”) and Performance RSU Awards to directors, executive officers and certain non-executive employees:

	Units Granted				Fair Value (in thousands)		Weighted Average Grant Fair Value Per Share
	RSUs		Performance RSUs
2021		169,500		120,000	$	2,808	$	9.70
2022		237,986		90,000		5,753		17.54

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The RSU Awards will vest in three equal, annual installments on each of the first three anniversaries of the grant date. The Performance RSU Awards will vest on the last day of the three-year measurement period.

During the three months ended June 30, 2022 and June 30, 2021, the Company recognized net compensation expense for the RSUs and Performance RSU Awards as follows (in thousands):

	RSUs		Performance RSUs		Total
2021	$	457	$	208	$	665
2022		652		340		992

During the six months ended June 30, 2022 and June 30, 2021, the Company recognized net compensation expense for the RSUs and Performance RSU Awards as follows (in thousands):

	RSUs		Performance RSUs		Total
2021	$	920	$	391	$	1,311
2022		1,251		645		1,896

11. Subsequent Events

Subsequent to quarter end through August 2, 2022, the Company completed the repurchase of an additional 1,907,861 shares of its common stock for approximately $25.2 million.

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

The following discussion and analysis is based on, and should be read in conjunction with, the condensed consolidated financial statements and the related notes thereto of the City Office REIT, Inc. contained in this Quarterly Report on Form 10-Q (this “Report”).

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

Cautionary Statement Regarding Forward-Looking Statements 

This Report, including “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have used the words “approximately,” “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” and similar terms and phrases to identify forward-looking statements in this Report. All of our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:

• adverse economic or real estate developments in the office sector or the markets in which we operate;

• changes in local, regional, national and international economic conditions, including as a result of the ongoing coronavirus disease (“COVID-19”) pandemic;

• requests from tenants for rent deferrals, rent abatement or relief from other contractual obligations, or a failure to pay rent, as a result of changes in business behavior stemming from the ongoing COVID-19 pandemic or the availability of government assistance programs;

• our inability to compete effectively;

• our inability to collect rent from tenants or renew tenants’ leases on attractive terms if at all;

• demand for and market acceptance of our properties for rental purposes, including as a result of near-term market fluctuations or long-term trends that result in an overall decrease in the demand for office space;

• defaults on or non-renewal of leases by tenants, including as a result of the ongoing COVID-19 pandemic;

• increased interest rates, any resulting increase in financing or operating costs and the impact of inflation;

• decreased rental rates or increased vacancy rates, including as a result of the ongoing COVID-19 pandemic;

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

• changes in the availability of acquisition opportunities;

• availability of qualified personnel;

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

• our failure to successfully operate acquired properties and operations;

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

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

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

• our failure to maintain our qualification as a REIT for U.S. federal income tax purposes;

• government approvals, actions and initiatives, including the need for compliance with environmental requirements, vaccine mandates or actions in response to the COVID-19 pandemic;

• outcome of claims and litigation involving or affecting us;

• financial market fluctuations;

• changes in real estate, taxation and zoning laws and other legislation and government activity and changes to real property tax rates and the taxation of REITs in general; and

• other factors described in our news releases and filings with the SEC, including but not limited to those described in our Annual Report on Form 10-K for the year ended December 31, 2021 under the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and in our subsequent reports filed with the SEC.

The forward-looking statements contained in this Report are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to us and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to the factors, risks and uncertainties described above, changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors described in our news releases and filings with the SEC, including but not limited to those described in our Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors” and in our subsequent reports filed with the SEC, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this Report speaks only as of the date of this Report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

Overview

Company

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

Revenue Base

As of June 30, 2022, we owned 25 properties comprised of 60 office buildings with a total of approximately 6.0 million square feet of net rentable area (“NRA”). As of June 30, 2022, our properties were approximately 86.9% leased.

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Office Leases

Historically, most leases for our properties have been on a full-service gross or net lease basis, and we expect to continue to use such leases in the future. A full-service gross lease generally has a base year expense “stop”, whereby we pay a stated amount of expenses as part of the rent payment while future increases (above the base year stop) in property operating expenses are billed to the tenant based on such tenant’s proportionate square footage in the property. The property operating expenses are reflected in operating expenses; however, only the increased property operating expenses above the base year stop recovered from tenants are reflected as tenant recoveries in our statements of operations. In a triple net lease, the tenant is typically responsible for all property taxes and operating expenses. As such, the base rent payment does not include any operating expenses, but rather all such expenses are billed to or paid by the tenant. The full amount of the expenses for this lease type is reflected in operating expenses, and the reimbursement is reflected in tenant recoveries. All tenants in Canyon Park, Superior Pointe, The Terraces and 2525 McKinnon properties have triple net leases. Certain tenants at AmberGlen, Block 23, Bloc 83, Florida Research Park, Circle Point, The Quad, Cascade Station and Denver Tech have leases on a triple net basis. We are also a lessor for a fee simple ground lease at the AmberGlen property. All of our remaining leases are predominately full-service gross leases.

Factors That May Influence Our Operating Results and Financial Condition

COVID-19

During the first quarter of 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. There have been mandates from international, federal, state and local authorities requiring forced closures of businesses and other facilities, and most of the markets in which our buildings are located have been or are subject to some form of pandemic-related restrictions. These forced closures and restrictions have had a volatile adverse effect on the global economy and the regional U.S. economies in which we operate, including negatively impacting some of our tenants’ ability to pay their rent.

All of our buildings are open and continue to operate. We have adopted new policies and procedures to incorporate best practices for the safety of our tenants, our vendors and our employees. However, the usage of our assets in the second quarter 2022 was significantly lower than pre-pandemic usage. Usage of our assets in the near future depends on the duration of the pandemic, the continued implementation and effectiveness of COVID-19 vaccines and other therapeutics and corporate and individual decisions regarding return to usage of office space, which is impossible to estimate.

We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business and geographies. While we did not experience any significant disruptions during the three months ended June 30, 2022, as a result of COVID-19 or governmental or tenant actions in response thereto, the long-term impact of the pandemic on our tenants and the world-wide economy is uncertain and impossible to estimate, and will depend on the scope, severity and duration of the pandemic.

Leasing activity has been impacted by the COVID-19 pandemic. We have experienced and we expect that we will continue to experience slower new leasing and there remains uncertainty over existing tenants’ long-term space requirements. Overall, this could reduce our anticipated rental revenues. In addition, certain tenants in our markets have and may explore opportunities to sublease all or a portion of their leased square footage to other tenants or third parties. While subleasing generally does not impact the ability to collect payment from the original lessee and will not result in any decrease in the rental revenues expected to be received from the primary tenant, this trend could reduce our ability to lease incremental square footage to new tenants, could increase the square footage of our properties that “goes dark,” could reduce anticipated rental revenue should tenants determine their long-term needs for square footage are lower than originally anticipated and could impact the pricing and competitiveness for leasing office space in our markets.

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We believe economic conditions, leasing activity and acquisition prospects have improved substantially since the initial onset of the COVID-19 pandemic and we will continue to actively evaluate business operations and strategies to optimally position ourselves.

Business and Strategy

We focus on owning and acquiring office properties in our footprint of growth markets predominantly in the Sun Belt. Our markets generally possess growing populations with above-average employment growth forecasts, a large number of government offices, large international, national and regional employers across diversified industries, generally low-cost centers for business operations and a high quality of life. We believe these characteristics have made our markets desirable, as evidenced by domestic net migration generally towards our geographic footprint. We utilize our management’s market-specific knowledge and relationships as well as the expertise of local real estate property and leasing managers to identify acquisition opportunities that we believe will offer cash flow stability and long-term value appreciation.

Rental Revenue and Tenant Recoveries

The amount of net rental revenue generated by our properties will depend principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space that becomes available from lease terminations. The amount of rental revenue generated also depends on our ability to maintain or increase rental rates at our properties. We believe that the average rental rates for our portfolio of properties are generally in-line or slightly below the current average quoted market rates. Negative trends in one or more of these factors could adversely affect our rental revenue in future periods. Future economic downturns or regional downturns affecting our markets or submarkets or downturns in our tenants’ industries, including as a result of the COVID-19 pandemic, that impair our ability to renew or re-let space and the ability of our tenants to fulfill their lease commitments, as in the case of tenant bankruptcies, could adversely affect our ability to maintain or increase rental rates at our properties. In addition, growth in rental revenue will also partially depend on our ability to acquire additional properties that meet our investment criteria.

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Our Properties

As of June 30, 2022, we owned 25 properties comprised of 60 office buildings with a total of approximately 6.0 million square feet of NRA in the metropolitan areas of Dallas, Denver, Orlando, Phoenix, Portland, Raleigh, San Diego, Seattle and Tampa. The following table presents an overview of our portfolio as of June 30, 2022.

Metropolitan Area	Property	Economic Interest			NRA (000s Square Feet)		In Place Occupancy			Annualized Base Rent per Square Foot		Annualized Gross Rent per Square Foot(1)		Annualized Base Rent(2) ($000s)
Phoenix, AZ (25.3% of NRA)	Block 23		100.0	%		307		94.0	%	$	29.63	$	31.88	$	8,552
	Pima Center		100.0	%		272		63.9	%	$	28.63	$	28.63	$	4,976
	SanTan		100.0	%		267		96.5	%	$	30.10	$	30.10	$	7,746
	5090 N. 40th St		100.0	%		176		95.4	%	$	31.88	$	31.88	$	5,335
	Camelback Square		100.0	%		172		69.9	%	$	33.56	$	33.56	$	4,026
	The Quad		100.0	%		163		100.0	%	$	31.15	$	31.46	$	5,078
	Papago Tech		100.0	%		163		86.1	%	$	23.39	$	23.39	$	3,277
Tampa, FL (17.5%)	Park Tower		94.8	%		478		86.4	%	$	27.27	$	27.27	$	11,253
	City Center		95.0	%		245		85.0	%	$	27.84	$	27.84	$	5,791
	Intellicenter		100.0	%		204		100.0	%	$	25.64	$	25.64	$	5,219
	Carillon Point		100.0	%		124		100.0	%	$	29.52	$	29.52	$	3,666
Denver, CO (13.4%)	Denver Tech		100.0	%		381		93.2	%	$	23.98	$	28.08	$	8,425
	Circle Point		100.0	%		272		75.4	%	$	19.42	$	33.28	$	3,984
	Superior Pointe		100.0	%		152		91.3	%	$	18.77	$	31.77	$	2,609
Orlando, FL (12.0%)	Florida Research Park		96.5	%		393		80.7	%	$	25.37	$	27.34	$	7,973
	Central Fairwinds		97.0	%		168		94.6	%	$	27.26	$	27.26	$	4,337
	Greenwood Blvd		100.0	%		155		100.0	%	$	24.25	$	24.25	$	3,760
Dallas, TX (9.8%)	190 Office Center		100.0	%		303		75.5	%	$	27.11	$	27.11	$	6,210
	The Terraces		100.0	%		173		95.9	%	$	37.99	$	57.99	$	6,290
	2525 McKinnon		100.0	%		111		93.0	%	$	27.05	$	46.05	$	2,801
Portland, OR (5.5%)	AmberGlen		76.0	%		203		98.4	%	$	23.55	$	26.45	$	4,695
	Cascade Station		100.0	%		128		100.0	%	$	28.77	$	30.68	$	3,685
San Diego, CA (4.7%)	Mission City		100.0	%		281		88.0	%	$	38.24	$	38.24	$	9,466
Seattle, WA (3.5%)	Canyon Park		100.0	%		207		100.0	%	$	23.17	$	27.17	$	4,791
Total / Weighted Average – Excluding Acquisitions in Lease-Up(3)						5,498		88.6	%	$	27.54	$	30.49	$	133,945
Raleigh, NC (8.3%)	Bloc 83		100.0	%		495		68.3	%	$	37.03	$	37.12	$	12,527
Total / Weighted Average – June 30, 2022						5,993		86.9	%	$	28.16	$	30.92	$	146,472

(1) Annualized gross rent per square foot includes adjustment for estimated expense reimbursements of triple net leases.

(2) Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month ended June 30, 2022 by (ii) 12.

(3) Averages weighted based on the property’s NRA, adjusted for occupancy. Including contracted leases, occupancy was 85.2% at Bloc 83 as of June 30, 2022.

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Operating Expenses

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

Conditions in Our Markets

Positive or negative changes in economic or other conditions in the markets we operate in, including state budgetary shortfalls, employment rates, natural hazards and other factors, may impact our overall performance. While we generally expect the trend of positive population and economic growth in our cities to continue, there is no way for us to predict whether these trends will continue, especially in light of the potential changes in tax policy, fiscal policy and monetary policy. In addition, it is uncertain and impossible to estimate the potential impact that the COVID-19 pandemic will have on the short- and long-term demand for office space in our markets.

Critical Accounting Policies and Estimates

The interim condensed consolidated financial statements follow the same policies and procedures as outlined in the audited consolidated financial statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2021.

Results of Operations

Comparison of Three Months Ended June 30, 2022 to Three Months Ended June 30, 2021

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 $5.5 million, or 14%, to $45.5 million for the three months ended June 30, 2022 compared to $40.0 million for the three months ended June 30, 2021. Of this increase, the acquisitions of Block 23, The Terraces and Bloc 83 in December 2021 contributed increases of $2.5 million, $2.7 million and $3.9 million, respectively. Offsetting these increases, the disposition of Sorrento Mesa in December 2021 decreased revenue by $3.1 million. Revenue also decreased at Park Tower by $0.6 million due to the downtime associated with a tenant departure in which a replacement tenant did not take occupancy until the middle of the second quarter of 2022. The remaining properties’ rental and other revenues were relatively unchanged in comparison to the prior period.

Operating Expenses

Total Operating Expenses. Total operating expenses consist of property operating expenses, general and administrative expenses and depreciation and amortization. Total operating expenses increased by $4.0 million, or 12%, to $36.2 million for the three months ended June 30, 2022, from $32.2 million for the three months ended June 30, 2021. Of this increase, the acquisitions of Block 23, The Terraces and Bloc 83 in December 2021 contributed increases of $1.6 million, $1.8 million and $2.5 million, respectively. Offsetting these increases, the disposition of Sorrento Mesa resulted in a $1.8 million decrease in total operating expenses. The remaining properties’ expenses were relatively unchanged in comparison to the prior period.

Property Operating Expenses. Property operating expenses are comprised mainly of building common area and maintenance expenses, insurance, property taxes, property management fees, as well as certain expenses that are not recoverable from tenants, the majority of which are related to costs necessary to maintain the appearance and marketability of vacant space. In the normal course of business, property expenses fluctuate and are impacted by various factors including, but not limited to, occupancy levels, weather, utility costs, repairs, maintenance and re-leasing costs. Property operating expenses increased by $2.6 million, or 19%, to $16.8 million for the three months ended June 30, 2022, from $14.2 million for the three months ended June 30, 2021. Of this increase, the acquisitions of Block 23, The Terraces and Bloc 83 in December 2021 contributed increases of $0.7 million, $0.9 million and $0.7 million, respectively. An increase of $0.2 million was attributable to the Ingenuity Drive property within the Florida Research Park portfolio as that property was converted from a single tenant property where the tenant paid for its own operating expenses into a multi-tenant property where expenses are paid by the landlord and reimbursements are charged to the tenants. Offsetting these increases, the disposition of Sorrento Mesa resulted in a $0.6 million decrease in property operating expenses. The remaining properties’ expenses increased a combined $0.7 million.

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General and Administrative. General and administrative expenses are comprised of public company reporting costs and the compensation of our management team and Board of Directors, as well as non-cash stock-based compensation expenses. General and administrative expenses increased $0.5 million, or 18%, to $3.6 million for the three months ended June 30, 2022, from $3.1 million for the three months ended June 30, 2021. General and administrative expenses increased primarily due to higher stock-based compensation expense and higher professional fees.

Depreciation and Amortization. Depreciation and amortization increased $0.7 million, or 5%, to $15.7 million for the three months ended June 30, 2022, from $15.0 million reported for the same period in 2021. Of this increase, the acquisitions of Block 23, The Terraces and Bloc 83 in December 2021 contributed increases of $0.9 million, $0.9 million and $1.7 million, respectively. Offsetting these increases, the disposition of Sorrento Mesa resulted in a $1.2 million decrease and the disposition of Lake Vista Pointe resulted in a further decrease of $0.2 million. Also contributing to the decrease, depreciation and amortization for Pima Center decreased by $0.5 million from the prior period as the amortization expense associated with acquired lease intangible assets has now been fully amortized. The remaining properties’ depreciation expenses were marginally lower in comparison to the prior period.

Other Expense (Income)

Interest Expense. Interest expense increased $0.4 million, or 6%, to $6.3 million for the three months ended June 30, 2022, from $5.9 million for the three months ended June 30, 2021. The increase was primarily attributable to the increase in the amount drawn and interest rates on our floating rate debt.

Comparison of Six Months Ended June 30, 2022 to Six Months Ended June 30, 2021

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 $10.8 million, or 14%, to $90.3 million for the six months ended June 30, 2022 compared to $79.5 million for the six months ended June 30, 2021. Of this increase, the acquisitions of Block 23, The Terraces and Bloc 83 in December 2021 contributed increases of $5.0 million, $5.3 million and $7.4 million, respectively. A further increase can be attributed to the SanTan property, which recorded higher termination fee income during 2022, which increased revenue by $0.6 million. Offsetting these increases, the disposition of Cherry Creek in February 2021 and Sorrento Mesa in December 2021 decreased revenue by $0.8 million and $5.8 million, respectively. Revenue also decreased at Park Tower by $1.0 million due to the downtime associated with a tenant departure in which a replacement tenant did not take occupancy until the middle of the second quarter of 2022. The remaining properties’ rental and other revenues were relatively unchanged in comparison to the prior period.

Operating Expenses

Total Operating Expenses. Total operating expenses consist of property operating expenses, general and administrative expenses and depreciation and amortization. Total operating expenses increased by $8.4 million, or 13%, to $71.9 million for the six months ended June 30, 2022, from $63.5 million for the six months ended June 30, 2021. Of this increase, the acquisitions of Block 23, The Terraces and Bloc 83 in December 2021 contributed increases of $3.0 million, $3.5 million and $5.0 million, respectively. Offsetting these increases, the disposition of Cherry Creek resulted in a $0.3 million decrease and the disposition of Sorrento Mesa resulted in a $3.2 million decrease in total operating expenses. The remaining properties’ expenses increased a combined $0.4 million.

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Property Operating Expenses. Property operating expenses are comprised mainly of building common area and maintenance expenses, insurance, property taxes, property management fees, as well as certain expenses that are not recoverable from tenants, the majority of which are related to costs necessary to maintain the appearance and marketability of vacant space. In the normal course of business, property expenses fluctuate and are impacted by various factors including, but not limited to, occupancy levels, weather, utility costs, repairs, maintenance and re-leasing costs. Property operating expenses increased by $5.0 million, or 18%, to $33.3 million for the six months ended June 30, 2022, from $28.3 million for the six months ended June 30, 2021. Of this increase, the acquisitions of Block 23, The Terraces and Bloc 83 in December 2021 contributed increases of $1.3 million, $1.6 million and $1.6 million, respectively. An increase of $0.4 million was attributable to the Ingenuity Drive property within the Florida Research Park portfolio as that property was converted from a single tenant property where the tenant paid for its own operating expenses into a multi-tenant property where expenses are paid by the landlord and reimbursements are charged to the tenants. Offsetting these increases, the disposition of Cherry Creek resulted in a $0.3 million decrease and the disposition of Sorrento Mesa resulted in a $1.1 million decrease in property operating expenses. The remaining properties’ expenses increased a combined $1.5 million.

General and Administrative. General and administrative expenses are comprised of public company reporting costs and the compensation of our management team and Board of Directors, as well as non-cash stock-based compensation expenses. General and administrative expenses increased $1.2 million, or 20%, to $7.1 million for the six months ended June 30, 2022, from $5.9 million reported for the same period in 2021. General and administrative expenses increased primarily due to higher stock-based compensation expense and higher professional fees.

Depreciation and Amortization. Depreciation and amortization increased $2.1 million, or 7%, to $31.5 million for the six months ended June 30, 2022, from $29.4 million reported for the same period in 2021. Of this increase, the acquisitions of Block 23, The Terraces and Bloc 83 in December 2021 contributed increases of $1.7 million, $1.8 million and $3.4 million, respectively. Offsetting these increases, the disposition of Sorrento Mesa resulted in a $2.1 million decrease and the disposition of Lake Vista Pointe resulted in a further decrease of $0.4 million. Also contributing to the decrease, depreciation and amortization for Pima Center decreased by $1.0 million from the prior period as the amortization expense associated with acquired lease intangible assets has now been fully amortized. The remaining properties’ depreciation expenses were marginally lower in comparison to the prior period.

Other Expense (Income)

Interest Expense. Interest expense was relatively unchanged decreasing by $0.2 million, or 1%, to $12.3 million for the six months ended June 30, 2022, from $12.5 million for the six months ended June 30, 2021.

Net Gain on the Sale of Real Estate Property. During the first quarter of 2022, the sole tenant at the Lake Vista Pointe property exercised its lease option to purchase the building and we signed a purchase and sale agreement with the tenant. At the time the tenant exercised the option, we reassessed the lease classification of the lease, in accordance with ASC 842 – Leases, and determined that the lease should be reclassified from an operating lease to a sales-type lease. This reclassification resulted in a gain on sale of $21.7 million net of disposal related costs. The Lake Vista Pointe property was sold in June 2022. In the prior year, we recorded a net gain on the sale of real estate property of $47.4 million for the six months ended June 30, 2021 related to the sale of our Cherry Creek property in February 2021.

Cash Flows

Comparison of Six Months Ended June 30, 2022 to Six Months Ended June 30, 2021

Cash, cash equivalents and restricted cash were $69.4 million and $36.3 million as of June 30, 2022 and June 30, 2021, respectively.

Cash flow from operating activities. Net cash provided by operating activities increased by $39.3 million to $75.0 million for the six months ended June 30, 2022 compared to $35.7 million for the same period in 2021. The increase in cash provided by operating activities was primarily due to receipts received from the sales-type lease at the Lake Vista Pointe property, which was sold in June 2022.

Cash flow to investing activities. Net cash used in investing activities increased by $58.6 million to $21.2 million for the six months ended June 30, 2022 compared to $37.4 million provided by investing activities for the same period in 2021. The increase in cash used in investing activities was primarily due to a decrease in proceeds from sale of real estate for the six months ended June 30, 2022 compared to the same period in 2021. The higher proceeds from sale of real estate in 2021 was attributable to the sale of the Cherry Creek property in 2021. This decrease was partially offset by higher acquisition of real estate in 2021 compared to 2022.

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Cash flow to financing activities. Net cash used in financing activities decreased by $56.1 million to $26.6 million for the six months ended June 30, 2022 compared to $82.7 million for the same period in 2021. The decrease in cash used in financing activities was primarily due to lower repayment of borrowings, partially offset by lower net proceeds from borrowings.

Liquidity and Capital Resources

Analysis of Liquidity and Capital Resources

We had approximately $26.4 million of cash and cash equivalents and $43.0 million of restricted cash as of June 30, 2022.

On March 15, 2018, the Company entered into a credit agreement for the Unsecured Credit Facility that provided for commitments of up to $250 million, which included an accordion feature that allowed the Company to borrow up to $500 million, subject to customary terms and conditions. On November 16, 2021, the Company entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) that provides for commitments of up to $300 million on the Unsecured Credit Facility. Our Unsecured Credit Facility matures in November 2025 and may be extended 12 months at the Company’s option upon meeting certain conditions. Borrowings under our Unsecured Credit Facility bear an interest at a rate equal to the LIBOR rate plus a margin of between 125 to 225 basis points depending upon the Company’s consolidated leverage ratio. Combined with the Term Loan, the total authorized borrowings increased from $300 million to $350 million. As of June 30, 2022, we had approximately $162.0 million outstanding under our Unsecured Credit Facility and a $4.2 million letter of credit to satisfy escrow requirements for a mortgage lender.

On September 27, 2019, the Company entered into the five-year $50 million Term Loan, increasing its authorized borrowings under the Company’s Unsecured Credit Facility from $250 million to $300 million. Borrowings under the Term Loan bear interest at a rate equal to the LIBOR rate plus a margin between 125 to 215 basis points depending upon the Company’s consolidated leverage ratio. In conjunction with the Term Loan, the Company also entered into the Interest Rate Swap. Pursuant to the Interest Rate Swap, the Company will pay a fixed rate of approximately 1.27% of the notional amount annually, payable monthly, and receive floating rate 30-day LIBOR payments.

On February 26, 2020, the Company and the Operating Partnership entered into equity distribution agreements (collectively, the “Agreements”) with each of KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, B. Riley FBR, Inc., D.A. Davidson & Co. and Janney Montgomery Scott LLC (the “Sales Agents”) pursuant to which the Company may issue and sell from time to time up to 15,000,000 shares of common stock and up to 1,000,000 shares of Series A Preferred Stock through the Sales Agents, acting as agents or principals (the “ATM Program”). On May 7, 2021 the Company delivered to D.A. Davidson & Co. a notice of termination of the Agreement, effective May 7, 2021. The Company did not issue any shares of common stock or Series A Preferred Stock under the ATM Program during the six months ended June 30, 2022.

Our short-term liquidity requirements primarily consist of operating expenses and other expenditures associated with our properties, distributions to our limited partners and distributions to our stockholders required to qualify for REIT status, capital expenditures and, potentially, acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations and reserves established from existing cash. We have further sources such as proceeds from our public offerings, including under our at the market issuance program, and borrowings under our mortgage loans and our Unsecured Credit Facility.

Our long-term liquidity needs consist primarily of funds necessary for the repayment of debt at maturity, property acquisitions and non-recurring capital improvements. We expect to meet our long-term liquidity requirements with net cash from operations, long-term secured and unsecured indebtedness and the issuance of equity and debt securities. We also may fund property acquisitions and non-recurring capital improvements using our Unsecured Credit Facility pending longer term financing.

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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 June 30, 2022, including any guaranteed or minimum commitments under contractual obligations. The table does not reflect available debt extension options.

	Payments Due by Period (in thousands)
Contractual Obligations	Total		2022		2023-2024		2025-2026		More than 5 years
Principal payments on mortgage loans	$	658,605	$	3,141	$	156,628	$	258,533	$	240,303
Interest payments (1)		94,099		12,307		45,770		28,211		7,811
Tenant-related commitments		23,620		23,620		—		—		—
Lease obligations		37,539		307		1,625		1,510		34,097
Total	$	813,863	$	39,375	$	204,023	$	288,254	$	282,211

(1) Contracted interest on the floating rate borrowings under our Unsecured Credit Facility was calculated based on the balance and interest rate at June 30, 2022. Contracted interest on the Term Loan was calculated based on the Interest Rate Swap rate fixing the LIBOR component of the borrowing rate to approximately 1.27%.

Inflation

Substantially all of our office leases provide for real estate tax and operating expense escalations. In addition, most of the leases provide for fixed annual rent increases. We believe that inflationary increases may be at least partially offset by these contractual rent increases and expense escalations. However, a longer period of inflation could affect our cash flows or earnings, or impact our borrowings, as discussed elsewhere in this Report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We use derivative financial instruments to manage or hedge interest rate risks related to borrowings. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based upon their credit rating and other factors. We have entered, and we will only enter into, contracts with major financial institutions based on their credit rating and other factors. See Note 6 to our condensed consolidated financial statements in Item 1 of this Report for more information regarding our derivatives.

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. The Financial Conduct Authority (the authority that regulates LIBOR) has announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR by June 30, 2023. The Alternative Reference Rates Committee (“AARC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to LIBOR for future use in derivatives and other financial contracts that are currently indexed to LIBOR. ARRC has proposed a paced market transition plan to SOFR from LIBOR and organizations are currently working on industry-wide and company specific transition plans as it relates to derivatives and cash markets exposed to LIBOR. We currently consider our interest rate exposure to be moderate because as of June 30, 2022, approximately $446.6 million, or 67.8%, of our debt had fixed interest rates and approximately $212.0 million, or 32.2%, had variable interest rates. Of the $212.0 million variable rate debt, $50.0 million relates to the Term Loan against which we have applied the Interest Rate Swap. The Interest Rate Swap effectively fixes the 30-day LIBOR rate at approximately 1.27% until maturity of the Term Loan. When factoring in the Term Loan as fixed rate debt through the Interest Rate Swap, approximately 75.4% of our debt was fixed rate debt and 24.6% was variable rate debt as of June 30, 2022. An increase of 1% in LIBOR would result in a $1.6 million increase to our annual interest costs on debt outstanding as of June 30, 2022 and would decrease the fair value of our outstanding debt, as well as increase interest costs associated with future debt issuances or borrowings under our Unsecured Credit Facility. A 1% decrease in LIBOR, assuming a rate floor of 0%, would result in a $1.6 million decrease to our annual interest costs on debt outstanding as of June 30, 2022 and would increase the fair value of our outstanding debt, as well as decrease interest costs associated with future debt issuances or borrowings under our Unsecured Credit Facility.

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on the most recent evaluation, the Company’s Chief Executive Officer and Chief Financial Officer determined that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) were effective as of June 30, 2022.

Management’s Report on Internal Control Over Financial Reporting

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We and our subsidiaries are, from time to time, parties to litigation arising from the ordinary course of business. As of June 30, 2022, management does not believe that any such litigation will have a material adverse effect, individually or in the aggregate, on our financial position or results of operations.

Item 1A. Risk Factors

The following risk factor supplements the risk factors disclosed in the section entitled “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021. Except as presented below or in the section titled “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report, there have been no material changes from the risk factors set forth in such Annual Report.

Inflation and price volatility in the global economy could negatively impact our tenants and our results of operations.

Inflation in the United States has risen to levels not experienced in recent decades, including rising energy prices, prices for consumer goods, interest rates, wages and currency volatility. These increases and any fiscal or other policy interventions by the U.S. government in reaction to such events could negatively impact our results of operations, and could also negatively impact our tenants’ businesses. While our leases generally provide for fixed annual rent increases, high levels of inflation could outpace our contractual rent increases. The leases at our properties are either full-service gross or net lease basis. Our full-service gross leases generally have 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. Additionally, our triple-net leases require the lessee to pay all property operating expenses. Therefore, increases in property-level expenses resulting from inflation could have an adverse impact on our lessees if increases in their operating expenses exceed increases in their revenue, which may adversely affect our lessees’ ability to pay rent or other obligations owed to us. An increase in our lessees’ expenses and a failure of their revenues to increase at least with inflation could adversely affect our lessees’ and our financial condition and our results of operations.

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

On March 9, 2020, the Company’s Board of Directors approved a share repurchase plan authorizing the Company to repurchase up to $100 million of its outstanding shares of common stock. In July 2020, the Company completed the full March 2020 share repurchase program. On August 5, 2020, the Company’s Board of Directors approved an additional share repurchase plan authorizing the Company to repurchase up to an additional aggregate amount of $50 million of its outstanding shares of common stock. Under the share repurchase programs, the shares may be repurchased from time to time using a variety of methods, which may include open market transactions, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements.

Repurchased shares of common stock will be classified as authorized and unissued shares. The Company recognizes the cost of shares of common stock it repurchases, including direct costs incurred, as a reduction in stockholders’ equity. Such reductions of stockholders equity due to the repurchases of shares of common stock repurchased will be applied first, to reduce common stock in the amount of the par value associated with the shares of common stock repurchased and second, to reduce additional paid-in capital by the amount that the purchase price for the shares of common stock repurchased exceed the par value.

27

Share repurchase activity under our share repurchase plans, on a trade date basis, for the three months ended June 30, 2022, was as follows:

Issuer Purchases of Equity Securities(1)
Period	Total Number of Shares of Common Stock Purchased		Average Price Paid per Share of Common Stock Repurchased		Total Number of Shares of Common Stock Purchased as Part of Share Repurchase Plans		Approximate Dollar Value of Shares of Common Stock that May Yet Be Purchased Under the Share Repurchase Plans(2) (thousands)
April 1 – 30, 2022		—	$	—		—	$	50,000
May 1 – 31, 2022		—		—		—		50,000
June 1 – 30, 2022		394,833		12.64		394,833		45,008
Total		394,833	$	12.64		394,833	$	45,008

(1) The share repurchase plan was announced on August 5, 2020, approving the Company to repurchase an aggregate amount of $50 million of its outstanding shares of common stock. The share repurchase plan does not have an expiration date.

(2) Represents approximate dollar value of shares that could have been purchased under the plans in effect at the end of the month.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

28

Item 6. Exhibits

Exhibit Number	Description
3.1	Articles of Amendment and Restatement of City Office REIT, Inc., as amended and supplemented (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 1, 2018).
3.2	Second Amended and Restated Bylaws of City Office REIT, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 14, 2017).
4.1	Certificate of Common Stock of City Office REIT, Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-11/A filed with the Commission on February 18, 2014).
4.2	Form of certificate representing the 6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed with the Commission on September 30, 2016).
31.1	Certification by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. †
31.2	Certification by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. †
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
101.INS	INSTANCE DOCUMENT*
101.SCH	SCHEMA DOCUMENT*
101.CAL	CALCULATION LINKBASE DOCUMENT*
101.LAB	LABELS LINKBASE DOCUMENT*
101.PRE	PRESENTATION LINKBASE DOCUMENT*
101.DEF	DEFINITION LINKBASE DOCUMENT*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*
†	Filed herewith.
*	Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.

29

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: August 4, 2022
	By:	/s/ James Farrar
		James Farrar
		Chief Executive Officer and Director (Principal Executive Officer)
Date: August 4, 2022
	By:	/s/ Anthony Maretic
		Anthony Maretic
		Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)

30

EX-31.1

Exhibit 31.1

Certification

I, James Farrar, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2022 of City Office REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 4, 2022	/s/ James Farrar
Date	James Farrar
	Chief Executive Officer and Director
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification

I, Anthony Maretic, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2022 of City Office REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 4, 2022	/s/ Anthony Maretic
Date	Anthony Maretic
	Chief Financial Officer, Secretary and Treasurer
	(Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q for the period ended June 30, 2022 of City Office REIT, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Farrar, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 4, 2022	/s/ James Farrar
Date	James Farrar
	Chief Executive Officer and Director
	(Principal Executive Officer)

This written report is being furnished to the Securities and Exchange Commission as an exhibit to the Report. A signed original of this written statement required by Section 906 has been provided to City Office REIT, Inc. and will be retained by City Office REIT, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q for the period ended June 30, 2022 of City Office REIT, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony Maretic, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 4, 2022	/s/ Anthony Maretic
Date	Anthony Maretic
	Chief Financial Officer, Secretary and Treasurer
	(Principal Financial Officer and Principal Accounting Officer)

This written report is being furnished to the Securities and Exchange Commission as an exhibit to the Report. A signed original of this written statement required by Section 906 has been provided to City Office REIT, Inc. and will be retained by City Office REIT, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Aug. 02, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Registrant Name	CITY OFFICE REIT, INC.
Entity Central Index Key	0001593222
Entity Filer Category	Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		41,572,870
Entity Address, State or Province	BC
Document Transition Report	false
Document Quarterly Report	true
Entity File Number	001-36409
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	98-1141883
Entity Address, City or Town	Vancouver
Entity Address, Address Line One	666 Burrard Street
Entity Address, Address Line Two	Suite 3210
Entity Address, Postal Zip Code	V6C 2X8
City Area Code	604
Local Phone Number	806-3366
Common Stock [Member]
Document Information [Line Items]
Trading Symbol	CIO
Security Exchange Name	NYSE
Title of 12(b) Security	Common Stock
6.625% Series A Cumulative Redeemable Preferred Stock [Member]
Document Information [Line Items]
Trading Symbol	CIO.PrA
Security Exchange Name	NYSE
Title of 12(b) Security	6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Real estate properties
Land	$ 200,686	$ 204,801
Building and improvement	1,230,702	1,244,177
Tenant improvement	129,496	119,011
Furniture, fixtures and equipment	664	664
Real estate properties, gross	1,561,548	1,568,653
Accumulated depreciation	(170,569)	(157,356)
Real estate properties, net	1,390,979	1,411,297
Cash and cash equivalents	26,352	21,321
Restricted cash	43,044	20,945
Rents receivable, net	37,501	30,415
Deferred leasing costs, net	21,213	20,327
Acquired lease intangible assets, net	61,762	68,925
Other assets	30,526	28,283
Total Assets	1,611,377	1,601,513
Liabilities:
Debt	654,366	653,648
Accounts payable and accrued liabilities	33,136	27,101
Deferred rent	10,089	11,600
Tenant rent deposits	6,856	6,165
Acquired lease intangible liabilities, net	10,042	10,872
Other liabilities	20,895	21,532
Total Liabilities	735,384	730,918
Commitments and Contingencies (Note 9)
Equity:
6.625% Series A Preferred stock, $0.01 par value per share, 5,600,000 shares authorized, 4,480,000 issued and outstanding as of June 30, 2022 and December 31, 2021	112,000	112,000
Common stock, $0.01 par value, 100,000,000 shares authorized, 43,330,831 and 43,554,375 shares issued and outstanding as of June 30, 2022 and December 31, 2021	433	435
Additional paid-in capital	479,057	482,061
Retained earnings	281,735	275,502
Accumulated other comprehensive income/(loss)	1,885	(382)
Total Stockholders' Equity	875,110	869,616
Non-controlling interests in properties	883	979
Total Equity	875,993	870,595
Total Liabilities and Equity	$ 1,611,377	$ 1,601,513

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, Dividend rate percentage	6.625%	6.625%
Preferred stock, par value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,600,000	5,600,000
Preferred stock, shares issued	4,480,000	4,480,000
Preferred stock, shares outstanding	4,480,000	4,480,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	43,330,831	43,554,375
Common stock, shares outstanding	43,330,831	43,554,375

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Rental and other revenues	$ 45,498	$ 39,964	$ 90,350	$ 79,480
Operating expenses:
Property operating expenses	16,836	14,179	33,325	28,297
General and administrative	3,614	3,068	7,070	5,868
Depreciation and amortization	15,701	14,954	31,516	29,369
Total operating expenses	36,151	32,201	71,911	63,534
Operating income	9,347	7,763	18,439	15,946
Interest expense:
Contractual interest expense	(5,982)	(5,639)	(11,729)	(11,883)
Amortization of deferred financing costs and debt fair value	(302)	(272)	(614)	(602)
Interest expense, net	(6,284)	(5,911)	(12,343)	(12,485)
Net gain on sale of real estate property	0	0	21,658	47,400
Net income	3,063	1,852	27,754	50,861
Net income attributable to non-controlling interests in properties	(164)	(190)	(335)	(382)
Net income attributable to the Company	2,899	1,662	27,419	50,479
Preferred stock distributions	(1,855)	(1,855)	(3,710)	(3,710)
Net income/(loss) attributable to common stockholders	$ 1,044	$ (193)	$ 23,709	$ 46,769
Net income/(loss) per common share:
Basic	$ 0.02	$ 0	$ 0.54	$ 1.08
Diluted	$ 0.02	$ 0	$ 0.53	$ 1.06
Weighted average common shares outstanding:
Basic	43,632	43,482	43,593	43,440
Diluted	44,482	43,482	44,445	44,080
Dividend distributions declared per common share	$ 0.2	$ 0.15	$ 0.4	$ 0.3

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 3,063	$ 1,852	$ 27,754	$ 50,861
Other comprehensive income:
Unrealized cash flow hedge gain/(loss)	450	(47)	2,064	480
Amounts reclassified to interest expense	63	147	203	289
Other comprehensive income	513	100	2,267	769
Comprehensive income	3,576	1,952	30,021	51,630
Comprehensive income attributable to non-controlling interests in properties	(164)	(190)	(335)	(382)
Comprehensive income attributable to the Company	$ 3,412	$ 1,762	$ 29,686	$ 51,248

XML

Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Total	Preferred stock [Member]	Common stock [Member]	Additional paid-in capital [Member]	Retained earnings [Member]	Accumulated other comprehensive (loss)/income [Member]	Total stockholders' equity [Member]	Non-controlling interests in properties [Member]
Beginning balance at Dec. 31, 2020	$ 417,875	$ 112,000	$ 433	$ 479,411	$ (172,958)	$ (1,960)	$ 416,926	$ 949
Beginning balance, shares at Dec. 31, 2020		4,480	43,397
Restricted stock award grants and vesting, values	645			695	(50)		645
Common stock dividend distribution declared	(6,510)				(6,510)		(6,510)
Preferred stock dividend distribution declared	(1,855)				(1,855)		(1,855)
Distributions	(220)							(220)
Net income	49,009				48,817		48,817	192
Other comprehensive income	669					669	669
Ending balance at Mar. 31, 2021	459,613	$ 112,000	$ 433	480,106	(132,556)	(1,291)	458,692	921
Ending balance, shares at Mar. 31, 2021		4,480	43,397
Beginning balance at Dec. 31, 2020	$ 417,875	$ 112,000	$ 433	479,411	(172,958)	(1,960)	416,926	949
Beginning balance, shares at Dec. 31, 2020		4,480	43,397
Common stock repurchased, shares	0
Net income	$ 50,861
Other comprehensive income	769
Ending balance at Jun. 30, 2021	453,424	$ 112,000	$ 435	480,629	(139,358)	(1,191)	452,515	909
Ending balance, shares at Jun. 30, 2021		4,480	43,554
Beginning balance at Mar. 31, 2021	459,613	$ 112,000	$ 433	480,106	(132,556)	(1,291)	458,692	921
Beginning balance, shares at Mar. 31, 2021		4,480	43,397
Restricted stock award grants and vesting, values	449		$ 2	523	(76)		449
Restricted stock award grants and vesting, shares			157
Common stock dividend distribution declared	(6,533)				(6,533)		(6,533)
Preferred stock dividend distribution declared	(1,855)				(1,855)		(1,855)
Contributions	2							2
Distributions	(204)							(204)
Net income	1,852				1,662		1,662	190
Other comprehensive income	100					100	100
Ending balance at Jun. 30, 2021	453,424	$ 112,000	$ 435	480,629	(139,358)	(1,191)	452,515	909
Ending balance, shares at Jun. 30, 2021		4,480	43,554
Beginning balance at Dec. 31, 2021	870,595	$ 112,000	$ 435	482,061	275,502	(382)	869,616	979
Beginning balance, shares at Dec. 31, 2021		4,480	43,554
Restricted stock award grants and vesting, values	904			972	(68)		904
Common stock dividend distribution declared	(8,711)				(8,711)		(8,711)
Preferred stock dividend distribution declared	(1,855)				(1,855)		(1,855)
Contributions	3							3
Distributions	(254)							(254)
Net income	24,691				24,520		24,520	171
Other comprehensive income	1,754					1,754	1,754
Ending balance at Mar. 31, 2022	887,127	$ 112,000	$ 435	483,033	289,388	1,372	886,228	899
Ending balance, shares at Mar. 31, 2022		4,480	43,554
Beginning balance at Dec. 31, 2021	$ 870,595	$ 112,000	$ 435	482,061	275,502	(382)	869,616	979
Beginning balance, shares at Dec. 31, 2021		4,480	43,554
Common stock repurchased, shares	394,833
Net income	$ 27,754
Other comprehensive income	2,267
Ending balance at Jun. 30, 2022	875,993	$ 112,000	$ 433	479,057	281,735	1,885	875,110	883
Ending balance, shares at Jun. 30, 2022		4,480	43,330
Beginning balance at Mar. 31, 2022	887,127	$ 112,000	$ 435	483,033	289,388	1,372	886,228	899
Beginning balance, shares at Mar. 31, 2022		4,480	43,554
Restricted stock award grants and vesting, values	905		$ 2	1,020	(117)		905
Restricted stock award grants and vesting, shares			171
Common stock repurchased, values	(5,000)		$ (4)	(4,996)			(5,000)
Common stock repurchased, shares			(395)
Common stock dividend distribution declared	(8,580)				(8,580)		(8,580)
Preferred stock dividend distribution declared	(1,855)				(1,855)		(1,855)
Distributions	(180)							(180)
Net income	3,063				2,899		2,899	164
Other comprehensive income	513					513	513
Ending balance at Jun. 30, 2022	$ 875,993	$ 112,000	$ 433	$ 479,057	$ 281,735	$ 1,885	$ 875,110	$ 883
Ending balance, shares at Jun. 30, 2022		4,480	43,330

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 27,754	$ 50,861
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,516	29,369
Amortization of deferred financing costs and debt fair value	614	602
Amortization of above and below market leases	80	301
Straight-line rent/expense	(4,356)	85
Non-cash stock compensation	1,895	1,310
Receipts from sales-type lease	43,549	0
Net gain on sale of real estate property	(21,658)	(47,400)
Changes in non-cash working capital:
Rents receivable, net	(4,109)	635
Other assets	(764)	(1,048)
Accounts payable and accrued liabilities	1,268	(2,757)
Deferred rent	(1,511)	2,850
Tenant rent deposits	691	877
Net Cash Provided By Operating Activities	74,969	35,685
Cash Flows (to)/from Investing Activities:
Additions to real estate properties	(16,462)	(9,499)
Acquisition of real estate.	0	(43,256)
Net proceeds from sale of real estate	0	93,303
Deferred leasing costs	(4,786)	(3,131)
Net Cash (Used In)/Provided By Investing Activities	(21,248)	37,417
Cash Flows to Financing Activities:
Proceeds from borrowings	31,000	98,000
Repayment of borrowings	(30,941)	(163,363)
Dividend distributions paid to stockholders	(21,132)	(16,729)
Repurchases of common stock	(5,000)	0
Distributions to non-controlling interests in properties	(434)	(424)
Shares withheld for payment of taxes on restricted stock unit vesting	(87)	(216)
Contributions from non-controlling interests in properties	3	2
Net Cash Used In Financing Activities	(26,591)	(82,730)
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash	27,130	(9,628)
Cash, Cash Equivalents and Restricted Cash, Beginning of Period	42,266	45,951
Cash, Cash Equivalents and Restricted Cash, End of Period	69,396	36,323
Reconciliation of Cash, Cash Equivalents and Restricted Cash:
Cash and Cash Equivalents, End of Period	26,352	13,394
Restricted Cash, End of Period	43,044	22,929
Cash, Cash Equivalents and Restricted Cash, End of Period	69,396	36,323
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	10,850	11,955
Purchase of additions in real estate properties included in accounts payable	10,301	4,233
Purchase of deferred leasing costs included in accounts payable	$ 2,926	$ 2,164

XML

Organization and Description of Business

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

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.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Preparation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with Securities and Exchange Commission (“SEC”) rules and regulations and generally accepted accounting principles in the United States of America (“US GAAP”) and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (the “FASB”) established Topic 848, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, by issuing Accounting Standards Update (“ASU”) No. 2020-04 (“ASU 2020-04”). ASU 2020-04 provides companies with optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. For contracts affected by reference rate reform, if certain criteria are met, companies can elect to not remeasure contracts at the modification date or reassess a previous accounting conclusion. Companies can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met. Further, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). ASU 2021-01 clarifies the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2020-04 and ASU 2021-01 can be applied as of the beginning of the interim period that includes March 12, 2020, however, the guidance will only be available for optional use through December 31, 2022. The new standard applies prospectively to contract modifications and hedging relationships and may be elected over time as reference rate reform activities occur. The Company has not yet adopted the standard and continues to evaluate the impact of ASU 2020-04 and ASU 2021-01 on its consolidated financial statements and may elect optional expedients in future periods as reference rate reform activities occur.

In July 2021, the FASB issued ASU No. 2021-05 (“ASU 2021-05”), Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. ASU 2021-05 requires lessors to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease under the pre-ASU classification criteria, and sales-type or direct financing classification would result in a Day 1 loss. The ASU is effective for fiscal years beginning after December 15, 2021. The ASU may be early adopted and can be applied either retrospectively to leases that commenced or were modified on or after the adoption of ASU No. 2016-02 or prospectively to leases that commence or are modified on or after the date that an entity first applies the amendments. The Company adopted ASU 2021-05 prospectively on January 1, 2022. The adoption of ASU 2021-05 did not have a material impact on the Company’s consolidated financial statements.

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Real Estate Investments

6 Months Ended

Jun. 30, 2022

Real Estate [Abstract]

Real Estate Investments

3. Real Estate Investments

Acquisitions

During the six months ended June 30, 2022 and 2021 the Company acquired the following properties:

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

The foregoing acquisition was accounted for as an asset acquisition.

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

	5910 Pacific Center and 9985 Pacific Heights
Land	$	37,294
Building and improvement		2,979
Tenant improvement		917
Lease intangible assets		2,469
Other assets		19
Accounts payable and other liabilities		(319	)
Lease intangible liabilities		(103	)
Net assets acquired	$	43,256

Sale of Real Estate Property

During the first quarter of 2022, the sole tenant at the Lake Vista Pointe property exercised its lease option to purchase the building and the Company signed a purchase and sale agreement with the tenant. At the time the tenant exercised the option, the Company reassessed the lease classification of the lease, in accordance with ASC 842 – Leases, and determined that the lease should be reclassified from an operating lease to a sales-type lease. This reclassification resulted in a gain on sale of $21.7 million net of disposal related costs. On June 15, 2022, the Company sold the Lake Vista Pointe property in Dallas, Texas for a gross sales price of $43.8 million.

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

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Lease Intangibles

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Lease Intangibles

4. Lease Intangibles

Lease intangibles and the value of assumed lease obligations as of June 30, 2022 and December 31, 2021 were comprised of the following (in thousands):

	Lease Intangible Assets												Lease Intangible Liabilities
June 30, 2022	Above Market Leases			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease			Total
Cost	$	19,488		$	84,897		$	37,591		$	141,976		$	(16,605	)	$	(138	)	$	(16,743	)
Accumulated amortization		(8,877	)		(52,350	)		(18,987	)		(80,214	)		6,651			50			6,701
	$	10,611		$	32,547		$	18,604		$	61,762		$	(9,954	)	$	(88	)	$	(10,042	)

	Lease Intangible Assets												Lease Intangible Liabilities
December 31, 2021	Above Market Leases			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease			Total
Cost	$	21,147		$	93,761		$	39,345		$	154,253		$	(16,743	)	$	(138	)	$	(16,881	)
Accumulated amortization		(9,627	)		(56,987	)		(18,714	)		(85,328	)		5,961			48			6,009
	$	11,520		$	36,774		$	20,631		$	68,925		$	(10,782	)	$	(90	)	$	(10,872	)

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

2022	$	5,283
2023		9,028
2024		6,695
2025		6,507
2026		6,461
Thereafter		17,746
	$	51,720

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Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt

5. Debt

The following table summarizes the indebtedness as of June 30, 2022 and December 31, 2021 (dollars in thousands):

Property	June 30, 2022		December 31, 2021		Interest Rate as of June 30, 2022(1)			Maturity
Unsecured Credit Facility (3)(4)	$	162,000	$	142,000		LIBOR +1.30	%(2)	November 2025
Term Loan (3)		50,000		50,000		LIBOR +1.25	%(2)	September 2024
Mission City		47,000		47,000		3.78	%	November 2027
Canyon Park (5)		40,031		40,381		4.30	%	March 2027
Circle Point		39,650		39,650		4.49	%	September 2028
190 Office Center		39,239		39,581		4.79	%	October 2025
SanTan		32,477		32,807		4.56	%	March 2027
Intellicenter		31,591		31,883		4.65	%	October 2025
The Quad		30,600		30,600		4.20	%	September 2028
FRP Collection		27,162		27,535		3.10	%	September 2023
2525 McKinnon		27,000		27,000		4.24	%	April 2027
Greenwood Blvd		21,660		21,920		3.15	%	December 2025
Cascade Station		21,387		21,581		4.55	%	May 2024
5090 N. 40th St		21,024		21,233		3.92	%	January 2027
AmberGlen		20,000		20,000		3.69	%	May 2027

Property	June 30, 2022			December 31, 2021			Interest Rate as of June 30, 2022(1)			Maturity
Central Fairwinds		16,491			16,707			3.15	%	June 2024
FRP Ingenuity Drive		16,312			16,457			4.44	%	December 2024
Carillon Point		14,981			15,185			3.10	%	October 2023
Lake Vista Pointe (6)		—			17,018			—		—
Total Principal		658,605			658,538
Deferred financing costs, net		(4,501	)		(5,223	)
Unamortized fair value adjustments		262			333
Total	$	654,366		$	653,648

(1) All interest rates are fixed interest rates with the exception of the Unsecured Credit Facility (the “Unsecured Credit Facility”) and the Term Loan (as defined herein), as explained in footnotes 3 and 4 below.

(2) As of June 30, 2022, the one-month LIBOR rate was 1.79%.

(3) In September 2019, the Company entered into a five-year $50 million Term Loan (the “Term Loan”) increasing its authorized borrowings under the Unsecured Credit Facility from $250 million to $300 million. Borrowings under the Term Loan bear interest at a rate equal to the LIBOR rate plus a margin between 125 to 215 basis points depending upon the Company’s consolidated leverage ratio. In conjunction with the Term Loan, the Company also entered into a five-year interest rate swap for a notional amount of $50 million (the “Interest Rate Swap”). Pursuant to the Interest Rate Swap, the Company will pay a fixed rate of approximately 1.27% of the notional amount annually, payable monthly, and receive floating rate 30-day LIBOR payments.

(4) In March 2018, the Company entered into the Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $250 million, which included an accordion feature that allowed the Company to borrow up to $500 million, subject to customary terms and conditions. On November 16, 2021, the Company entered into an Amended and Restated Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $300 million. Combined with the Company’s existing five-year Term Loan, the total authorized borrowings increased from $300 million to $350 million. The Unsecured Credit Facility matures in November 2025 and may be extended 12 months at the Company’s option upon meeting certain conditions. Borrowings under the Unsecured Credit Facility bear interest at a rate equal to the LIBOR rate plus a margin of between 125 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of June 30, 2022, the Unsecured Credit Facility had $162.0 million drawn and a $4.2 million letter of credit to satisfy escrow requirements for a mortgage lender. The Unsecured Credit Facility requires the Company to maintain a fixed charge coverage ratio of no less than 1.50x.

(5) The mortgage loan anticipated repayment date (“ARD”) is March 1, 2027. The final scheduled maturity date can be extended up to 5 years beyond the ARD. If the loan is not paid off at ARD, the loan’s interest rate shall be adjusted to the greater of (i) the initial interest rate plus 200 basis points or (ii) the yield on the five year “on the run” treasury reported by Bloomberg market data service plus 450 basis points.

(6) In June 2022, the loan balance of $16.8 million was repaid in full.

The scheduled principal repayments of debt as of June 30, 2022 are as follows (in thousands):

2022	$	3,141
2023		48,149
2024		108,479
2025		253,997
2026		4,536
Thereafter		240,303
	$	658,605

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

6. Fair Value of Financial Instruments

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

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

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

Level 3 Inputs – unobservable inputs

In September 2019, the Company entered into the Interest Rate Swap for a notional amount of $50 million. Pursuant to the Interest Rate Swap, the Company will pay a fixed rate of approximately 1.27% of the notional amount annually, payable monthly, and receive floating rate 30-day LIBOR payments. Accordingly, the fair value of the Interest Rate Swap has been classified as a Level 2 fair value measurement.

The Interest Rate Swap has been designated and qualifies as a cash flow hedge and has been recognized on the condensed consolidated balance sheets at fair value. Gains and losses resulting from changes in the fair value of derivatives that have been designated and qualify as cash flow hedges are reported as a component of other comprehensive income/(loss) and reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings.

As of June 30, 2022, the Interest Rate Swap was reported as an asset at its fair value of approximately $1.9 million, which is included in other assets on the Company’s condensed consolidated balance sheet. For the six months ended June 30, 2022, approximately $0.2 million of realized losses were reclassified to interest expense due to payments made to the swap counterparty. For the six months ended June 30, 2021, approximately $0.3 million of realized losses were reclassified to interest expense due to payments made to the swap counterparty.

As of December 31, 2021, the Interest Rate Swap was reported as a liability at its fair value of approximately $0.4 million, which is included in other liabilities on the Company’s condensed consolidated balance sheet.

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

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

Fair Value of Financial Instruments Not Carried at Fair Value

With the exception of fixed rate mortgage loans payable, the carrying amounts of the Company’s financial instruments approximate their fair value. The Company determines the fair value of its fixed rate mortgage loan payable based on a discounted cash flow analysis using a discount rate that approximates the current borrowing rates for instruments of similar maturities. Based on this, the Company has determined that the fair value of these instruments was $436.7 million and $478.1 million (compared to a carrying value of $446.6 million and $466.5 million) as of June 30, 2022, and December 31, 2021, respectively. Accordingly, the fair value of mortgage loans payable have been classified as Level 3 fair value measurements.

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Related Party Transactions

6 Months Ended

Jun. 30, 2022

Related Party Transactions [Abstract]

Related Party Transactions

7. Related Party Transactions

Administrative Services Agreement

For the six months ended June 30, 2022 and 2021, the Company earned $0.3 million and $0.3 million, respectively, in administrative services performed for Second City Real Estate II Corporation (“Second City”), Clarity Real Estate Ventures GP, Limited Partnership (“Clarity”) and their affiliates.

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Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

8. Leases

Lessor Accounting

The Company is focused on acquiring, owning and operating high-quality office properties for lease to a stable and diverse tenant base. Our properties have both full-service gross and net leases which are generally classified as operating leases. Rental income related to such leases is recognized on a straight-line basis over the remaining lease term. The Company’s total revenue includes fixed base rental payments provided under the lease and variable payments which principally consist of tenant expense reimbursements for certain property operating expenses.

The Company recognized fixed and variable lease payments for operating leases for the three and six months ended June 30, 2022 and the three and six months ended June 30, 2021 as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Fixed payments	$	38,309	$	34,311	$	76,628	$	67,862
Variable payments		6,180		5,629		12,620		11,536
	$	44,489	$	39,940	$	89,248	$	79,398

The Company recognized interest income of $0.6 million and variable lease payments of $0.2 million for the sales-type lease at the Lake Vista Pointe property for the three and six months ended June 30, 2022.

Future minimum lease payments to be received by the Company as of June 30, 2022 under non-cancellable operating leases for the next five years and thereafter are as follows (in thousands):

2022	$	63,397
2023		117,160
2024		104,445
2025		92,922
2026		84,779
Thereafter		252,335
	$	715,038

The Company’s leases may include various provisions such as scheduled rent increases, renewal options and termination options. The majority of the Company’s leases include defined rent increase rather than variable payments based on an index or unknown rate.

Lessee Accounting

As a lessee, the Company has ground and office leases which are classified as operating and financing leases. As of June 30, 2022, these leases had remaining terms of under one year to 66 years and a weighted average remaining lease term of 50 years. Right-of-use assets and lease liabilities have been included within other assets and other liabilities on the Company’s condensed consolidated balance sheet as follows (in thousands):

	June 30, 2022		December 31, 2021
Right-of-use asset – operating leases	$	13,858	$	14,114
Lease liability – operating leases	$	9,009	$	9,160
Right-of-use asset – financing leases	$	10,180	$	10,308
Lease liability – financing leases	$	1,450	$	1,425

Lease liabilities are measured at the commencement date based on the present value of future lease payments. One of the Company’s operating ground leases includes rental payment increases over the lease term based on increases in the Consumer Price Index (“CPI”). Changes in the CPI were not estimated as part of the measurement of the operating lease liability. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a weighted average discount rate of 6.2% in determining its lease liabilities. The discount rates were derived from the Company’s assessment of the credit quality of the Company and adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments.

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

Operating lease expenses for the three and six months ended June 30, 2022 were $0.3 million and $0.5 million, respectively. Operating lease expenses for the three and six months ended June 30, 2021 were $0.3 million and $0.5 million, respectively. Financing lease expenses for the three and six months ended June 30, 2022 were $0.1 million and $0.2 million, respectively. Financing lease expenses for the three and six months ended June 30, 2021 were nominal.

Future minimum lease payments to be paid by the Company as a lessee for operating and financing leases as of June 30, 2022 for the next five years and thereafter are as follows (in thousands):

	Operating Leases			Financing Leases
2022	$	290		$	17
2023		836			12
2024		770			7
2025		770			8
2026		724			8
Thereafter		27,151			6,946
Total future minimum lease payments		30,541			6,998
Discount		(21,532	)		(5,548	)
Total	$	9,009		$	1,450

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and Contingencies

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

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

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

The Company is involved from time to time in lawsuits and other disputes which arise in the ordinary course of business. As of June 30, 2022, 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.

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Stockholder's Equity

6 Months Ended

Jun. 30, 2022

Federal Home Loan Banks [Abstract]

Stockholder's Equity

10. Stockholders’ Equity

Share Repurchase Plan

On March 9, 2020, the Company’s Board of Directors approved a share repurchase plan authorizing the Company to repurchase up to $100 million of its outstanding shares of common stock. In July 2020, the Company completed the full March 2020 share repurchase plan. On August 5, 2020, the Company’s Board of Directors approved an additional share repurchase plan authorizing the Company to repurchase up to an additional aggregate amount of $50 million of its outstanding shares of common stock. Under the share repurchase programs, the shares may be repurchased from time to time using a variety of methods, which may include open market transactions, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements.

Repurchased shares of common stock will be classified as authorized and unissued shares. The Company recognizes the cost of shares of common stock it repurchases, including direct costs incurred, as a reduction in stockholders’ equity. Such reductions of stockholders equity due to the repurchases of shares of common stock will be applied first, to reduce common stock in the amount of the par value associated with the shares of common stock repurchased and second, to reduce additional paid-in capital by the amount that the purchase price for the shares of common stock repurchased exceed the par value.

During the six months ended June 30, 2022, the Company completed the repurchase of 394,833 shares of its common stock for approximately $5.0 million. There were no shares repurchased during the six months ended June 30, 2021.

Common Stock and Common Unit Distributions

On June 16, 2022, the Company’s Board of Directors approved and the Company declared a cash dividend distribution of $0.20 per common share for the quarterly period ended June 30, 2022. The dividend was paid subsequent to quarter end on July 22, 2022 to common stockholders and common unitholders of record as of the close of business on July 8, 2022, resulting in an aggregate payment of $8.6 million.

Preferred Stock Distributions

On June 16, 2022, the Company’s Board of Directors approved and the Company declared a cash dividend distribution of $0.4140625 per share of the Company’s 6.625% Series A Preferred Stock (“Series A Preferred Stock”) for an aggregate amount of $1.9 million for the quarterly period ended June 30, 2022. The dividend was paid subsequent to quarter end on July 22, 2022 to the holders of record of Series A Preferred Stock as of the close of business on July 8, 2022.

Equity Incentive Plan

The Company has an equity incentive plan (“Equity Incentive Plan”) for executive officers, directors and certain non-executive employees, and with approval of the Board of Directors, for subsidiaries and their respective affiliates. The Equity Incentive Plan provides for grants of restricted common stock, restricted stock units, phantom shares, stock options, dividend equivalent rights and other equity-based awards (including LTIP Units), subject to the total number of shares available for issuance under the plan. The Equity Incentive Plan is administered by the compensation committee of the Board of Directors (the “Plan Administrator”). On May 4, 2022, the Company’s stockholders approved an amendment to the Equity Incentive Plan increasing the maximum number of shares of common stock that may be issued under the Equity Incentive Plan from 2,263,580 shares to 3,763,580 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.

On January 27, 2020, each of the Board of Directors and the Compensation Committee approved a new form of performance-based restricted unit award agreement (the “Performance RSU Award Agreement”) that will be used to grant performance-based restricted stock unit awards (“Performance RSU Awards”) pursuant to the Equity Incentive Plan. The Performance RSU Awards are based upon the total stockholder return (“TSR”) of the Company’s common stock over a three-year measurement period beginning January 1 of the year of grant (the “Measurement Period”) relative to the TSR of a defined peer group list of other US Office REIT companies (the “Peer Group”) as of the first trading date in the year of grant. The payouts under the Performance RSU Awards are evaluated on a sliding scale as follows: TSR below the 30th percentile of the Peer Group would result in a 50% payout; TSR at the 50th percentile of the Peer Group would result in a 100% payout; and TSR at or above the 75th percentile of the Peer Group would result in a 150% payout. Payouts are mathematically interpolated between these stated percentile targets, subject to a 150% maximum. To the extent earned, the payouts of the Performance RSU Awards are intended to be settled in the form of shares of the Company’s common stock, pursuant to the Equity Incentive Plan. Upon satisfaction of the vesting conditions, dividend equivalents in an amount equal to all regular and special dividends declared with respect to the Company’s common stock during each annual measurement period during the Measurement Period are determined and paid on a cumulative, reinvested basis over the term of the applicable Performance RSU Award, at the time such award vests and based on the number of shares of the Company’s common stock that are earned.

The following table summarizes the activity of the awards under the Equity Incentive Plan for the three and six months ended June 30, 2022:

	Number of RSUs			Number of Performance RSUs
Outstanding at December 31, 2021		342,159			217,500
Granted		237,986			90,000
Issuance of dividend equivalents		3,902			—
Vested		—			—
Forfeited		—			—
Outstanding at March 31, 2022		584,047			307,500
Granted		—			—
Issuance of dividend equivalents		7,451			—
Vested		(177,812	)		—
Forfeited		—			—
Outstanding at June 30, 2022		413,686			307,500

The following table summarizes the activity of the awards under the Equity Incentive Plan for the three and six months ended June 30, 2021:

	Number of RSUs			Number of Performance RSUs
Outstanding at December 31, 2020		332,435			97,500
Granted		169,500			120,000
Issuance of dividend equivalents		5,139			—
Vested		—			—
Forfeited		—			—
Outstanding at March 31, 2021		507,074			217,500
Granted		—			—
Issuance of dividend equivalents		6,884			—
Vested		(177,038	)		—
Forfeited		—			—
Outstanding at June 30, 2021		336,920			217,500

During the six months ended June 30, 2022 and June 30, 2021, the Company granted the following restricted stock units (“RSUs”) and Performance RSU Awards to directors, executive officers and certain non-executive employees:

	Units Granted				Fair Value (in thousands)		Weighted Average Grant Fair Value Per Share
	RSUs		Performance RSUs
2021		169,500		120,000	$	2,808	$	9.70
2022		237,986		90,000		5,753		17.54

The RSU Awards will vest in three equal, annual installments on each of the first three anniversaries of the grant date. The Performance RSU Awards will vest on the last day of the three-year measurement period.

During the three months ended June 30, 2022 and June 30, 2021, the Company recognized net compensation expense for the RSUs and Performance RSU Awards as follows (in thousands):

	RSUs		Performance RSUs		Total
2021	$	457	$	208	$	665
2022		652		340		992

During the six months ended June 30, 2022 and June 30, 2021, the Company recognized net compensation expense for the RSUs and Performance RSU Awards as follows (in thousands):

	RSUs		Performance RSUs		Total
2021	$	920	$	391	$	1,311
2022		1,251		645		1,896

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Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

11. Subsequent Events

Subsequent to quarter end through August 2, 2022, the Company completed the repurchase of an additional 1,907,861 shares of its common stock for approximately $25.2 million.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Preparation and Summary of Significant Accounting Policies

Basis of Preparation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with Securities and Exchange Commission (“SEC”) rules and regulations and generally accepted accounting principles in the United States of America (“US GAAP”) and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (the “FASB”) established Topic 848, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, by issuing Accounting Standards Update (“ASU”) No. 2020-04 (“ASU 2020-04”). ASU 2020-04 provides companies with optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. For contracts affected by reference rate reform, if certain criteria are met, companies can elect to not remeasure contracts at the modification date or reassess a previous accounting conclusion. Companies can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met. Further, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). ASU 2021-01 clarifies the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2020-04 and ASU 2021-01 can be applied as of the beginning of the interim period that includes March 12, 2020, however, the guidance will only be available for optional use through December 31, 2022. The new standard applies prospectively to contract modifications and hedging relationships and may be elected over time as reference rate reform activities occur. The Company has not yet adopted the standard and continues to evaluate the impact of ASU 2020-04 and ASU 2021-01 on its consolidated financial statements and may elect optional expedients in future periods as reference rate reform activities occur.

In July 2021, the FASB issued ASU No. 2021-05 (“ASU 2021-05”), Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. ASU 2021-05 requires lessors to classify a lease with variable lease payments that do not depend on an index or rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease under the pre-ASU classification criteria, and sales-type or direct financing classification would result in a Day 1 loss. The ASU is effective for fiscal years beginning after December 15, 2021. The ASU may be early adopted and can be applied either retrospectively to leases that commenced or were modified on or after the adoption of ASU No. 2016-02 or prospectively to leases that commence or are modified on or after the date that an entity first applies the amendments. The Company adopted ASU 2021-05 prospectively on January 1, 2022. The adoption of ASU 2021-05 did not have a material impact on the Company’s consolidated financial statements.

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Real Estate Investments (Tables)

6 Months Ended

Jun. 30, 2022

Real Estate [Line Items]

Schedule of Acquired Properties

During the six months ended June 30, 2022 and 2021 the Company acquired the following properties:

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

Schedule of Allocation of Purchase Price of Assets Acquired and Liabilities Assumed

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

	5910 Pacific Center and 9985 Pacific Heights
Land	$	37,294
Building and improvement		2,979
Tenant improvement		917
Lease intangible assets		2,469
Other assets		19
Accounts payable and other liabilities		(319	)
Lease intangible liabilities		(103	)
Net assets acquired	$	43,256

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Lease Intangibles (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Lease Intangibles and Value of Assumed Lease Obligations

Lease intangibles and the value of assumed lease obligations as of June 30, 2022 and December 31, 2021 were comprised of the following (in thousands):

	Lease Intangible Assets												Lease Intangible Liabilities
June 30, 2022	Above Market Leases			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease			Total
Cost	$	19,488		$	84,897		$	37,591		$	141,976		$	(16,605	)	$	(138	)	$	(16,743	)
Accumulated amortization		(8,877	)		(52,350	)		(18,987	)		(80,214	)		6,651			50			6,701
	$	10,611		$	32,547		$	18,604		$	61,762		$	(9,954	)	$	(88	)	$	(10,042	)

	Lease Intangible Assets												Lease Intangible Liabilities
December 31, 2021	Above Market Leases			In Place Leases			Leasing Commissions			Total			Below Market Leases			Below Market Ground Lease			Total
Cost	$	21,147		$	93,761		$	39,345		$	154,253		$	(16,743	)	$	(138	)	$	(16,881	)
Accumulated amortization		(9,627	)		(56,987	)		(18,714	)		(85,328	)		5,961			48			6,009
	$	11,520		$	36,774		$	20,631		$	68,925		$	(10,782	)	$	(90	)	$	(10,872	)

Estimated Aggregate Amortization Expense for Lease Intangibles

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

2022	$	5,283
2023		9,028
2024		6,695
2025		6,507
2026		6,461
Thereafter		17,746
	$	51,720

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Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Summary of Outstanding Indebtness

The following table summarizes the indebtedness as of June 30, 2022 and December 31, 2021 (dollars in thousands):

Property	June 30, 2022		December 31, 2021		Interest Rate as of June 30, 2022(1)			Maturity
Unsecured Credit Facility (3)(4)	$	162,000	$	142,000		LIBOR +1.30	%(2)	November 2025
Term Loan (3)		50,000		50,000		LIBOR +1.25	%(2)	September 2024
Mission City		47,000		47,000		3.78	%	November 2027
Canyon Park (5)		40,031		40,381		4.30	%	March 2027
Circle Point		39,650		39,650		4.49	%	September 2028
190 Office Center		39,239		39,581		4.79	%	October 2025
SanTan		32,477		32,807		4.56	%	March 2027
Intellicenter		31,591		31,883		4.65	%	October 2025
The Quad		30,600		30,600		4.20	%	September 2028
FRP Collection		27,162		27,535		3.10	%	September 2023
2525 McKinnon		27,000		27,000		4.24	%	April 2027
Greenwood Blvd		21,660		21,920		3.15	%	December 2025
Cascade Station		21,387		21,581		4.55	%	May 2024
5090 N. 40th St		21,024		21,233		3.92	%	January 2027
AmberGlen		20,000		20,000		3.69	%	May 2027

Property	June 30, 2022			December 31, 2021			Interest Rate as of June 30, 2022(1)			Maturity
Central Fairwinds		16,491			16,707			3.15	%	June 2024
FRP Ingenuity Drive		16,312			16,457			4.44	%	December 2024
Carillon Point		14,981			15,185			3.10	%	October 2023
Lake Vista Pointe (6)		—			17,018			—		—
Total Principal		658,605			658,538
Deferred financing costs, net		(4,501	)		(5,223	)
Unamortized fair value adjustments		262			333
Total	$	654,366		$	653,648

(1) All interest rates are fixed interest rates with the exception of the Unsecured Credit Facility (the “Unsecured Credit Facility”) and the Term Loan (as defined herein), as explained in footnotes 3 and 4 below.

(2) As of June 30, 2022, the one-month LIBOR rate was 1.79%.

(3) In September 2019, the Company entered into a five-year $50 million Term Loan (the “Term Loan”) increasing its authorized borrowings under the Unsecured Credit Facility from $250 million to $300 million. Borrowings under the Term Loan bear interest at a rate equal to the LIBOR rate plus a margin between 125 to 215 basis points depending upon the Company’s consolidated leverage ratio. In conjunction with the Term Loan, the Company also entered into a five-year interest rate swap for a notional amount of $50 million (the “Interest Rate Swap”). Pursuant to the Interest Rate Swap, the Company will pay a fixed rate of approximately 1.27% of the notional amount annually, payable monthly, and receive floating rate 30-day LIBOR payments.

(4) In March 2018, the Company entered into the Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $250 million, which included an accordion feature that allowed the Company to borrow up to $500 million, subject to customary terms and conditions. On November 16, 2021, the Company entered into an Amended and Restated Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $300 million. Combined with the Company’s existing five-year Term Loan, the total authorized borrowings increased from $300 million to $350 million. The Unsecured Credit Facility matures in November 2025 and may be extended 12 months at the Company’s option upon meeting certain conditions. Borrowings under the Unsecured Credit Facility bear interest at a rate equal to the LIBOR rate plus a margin of between 125 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of June 30, 2022, the Unsecured Credit Facility had $162.0 million drawn and a $4.2 million letter of credit to satisfy escrow requirements for a mortgage lender. The Unsecured Credit Facility requires the Company to maintain a fixed charge coverage ratio of no less than 1.50x.

(5) The mortgage loan anticipated repayment date (“ARD”) is March 1, 2027. The final scheduled maturity date can be extended up to 5 years beyond the ARD. If the loan is not paid off at ARD, the loan’s interest rate shall be adjusted to the greater of (i) the initial interest rate plus 200 basis points or (ii) the yield on the five year “on the run” treasury reported by Bloomberg market data service plus 450 basis points.

(6) In June 2022, the loan balance of $16.8 million was repaid in full.

Schedule of Principal Repayments of Mortgage Payable

The scheduled principal repayments of debt as of June 30, 2022 are as follows (in thousands):

2022	$	3,141
2023		48,149
2024		108,479
2025		253,997
2026		4,536
Thereafter		240,303
	$	658,605

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Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Operating Lease Lease Income

The Company recognized fixed and variable lease payments for operating leases for the three and six months ended June 30, 2022 and the three and six months ended June 30, 2021 as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Fixed payments	$	38,309	$	34,311	$	76,628	$	67,862
Variable payments		6,180		5,629		12,620		11,536
	$	44,489	$	39,940	$	89,248	$	79,398

Schedule of Future Minimum Rental Payments for Operating Leases

Future minimum lease payments to be received by the Company as of June 30, 2022 under non-cancellable operating leases for the next five years and thereafter are as follows (in thousands):

2022	$	63,397
2023		117,160
2024		104,445
2025		92,922
2026		84,779
Thereafter		252,335
	$	715,038

Schedule Of Supplemental Balance Sheet Information Related To Leases

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):

	June 30, 2022		December 31, 2021
Right-of-use asset – operating leases	$	13,858	$	14,114
Lease liability – operating leases	$	9,009	$	9,160
Right-of-use asset – financing leases	$	10,180	$	10,308
Lease liability – financing leases	$	1,450	$	1,425

Schedule future minimum lease payments to be paid

	Operating Leases			Financing Leases
2022	$	290		$	17
2023		836			12
2024		770			7
2025		770			8
2026		724			8
Thereafter		27,151			6,946
Total future minimum lease payments		30,541			6,998
Discount		(21,532	)		(5,548	)
Total	$	9,009		$	1,450

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Stockholder's Equity (Tables)

6 Months Ended

Jun. 30, 2022

Federal Home Loan Banks [Abstract]

Summary of Activity of Awards under Equity Incentive Plan

The following table summarizes the activity of the awards under the Equity Incentive Plan for the three and six months ended June 30, 2022:

	Number of RSUs			Number of Performance RSUs
Outstanding at December 31, 2021		342,159			217,500
Granted		237,986			90,000
Issuance of dividend equivalents		3,902			—
Vested		—			—
Forfeited		—			—
Outstanding at March 31, 2022		584,047			307,500
Granted		—			—
Issuance of dividend equivalents		7,451			—
Vested		(177,812	)		—
Forfeited		—			—
Outstanding at June 30, 2022		413,686			307,500

The following table summarizes the activity of the awards under the Equity Incentive Plan for the three and six months ended June 30, 2021:

	Number of RSUs			Number of Performance RSUs
Outstanding at December 31, 2020		332,435			97,500
Granted		169,500			120,000
Issuance of dividend equivalents		5,139			—
Vested		—			—
Forfeited		—			—
Outstanding at March 31, 2021		507,074			217,500
Granted		—			—
Issuance of dividend equivalents		6,884			—
Vested		(177,038	)		—
Forfeited		—			—
Outstanding at June 30, 2021		336,920			217,500

Summary of Restricted Stock Units ("RSUs") and Performance RSU

During the six months ended June 30, 2022 and June 30, 2021, the Company granted the following restricted stock units (“RSUs”) and Performance RSU Awards to directors, executive officers and certain non-executive employees:

	Units Granted				Fair Value (in thousands)		Weighted Average Grant Fair Value Per Share
	RSUs		Performance RSUs
2021		169,500		120,000	$	2,808	$	9.70
2022		237,986		90,000		5,753		17.54

Summary of Recognized Compensation Expense for RSUs and Performance RSU

During the three months ended June 30, 2022 and June 30, 2021, the Company recognized net compensation expense for the RSUs and Performance RSU Awards as follows (in thousands):

	RSUs		Performance RSUs		Total
2021	$	457	$	208	$	665
2022		652		340		992

During the six months ended June 30, 2022 and June 30, 2021, the Company recognized net compensation expense for the RSUs and Performance RSU Awards as follows (in thousands):

	RSUs		Performance RSUs		Total
2021	$	920	$	391	$	1,311
2022		1,251		645		1,896

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Organization and Description of Business - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Company formation date	Nov. 26, 2013
Operation commencement date	Apr. 21, 2014

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Real Estate Investments - Schedule of Acquired Properties through Operating Partnership (Detail) - 5910 Pacific Center and 9985 Pacific Heights [Member]	6 Months Ended
	Jun. 30, 2021
Acquisitions [Line Items]
Real estate property, date acquired, asset acquisitions	2021-05
Real estate property, percentage owned, asset acquisitions	100.00%

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Real Estate Investments - Schedule of Allocation of Purchase Price of Assets Acquired and Liabilities Assumed (Detail) - 5910 Pacific Center and 9985 Pacific Heights [Member] $ in Thousands	Jun. 30, 2021 USD ($)
Acquisitions [Line Items]
Land	$ 37,294
Building and improvement	2,979
Tenant improvement	917
Lease intangible assets	2,469
Other assets	19
Accounts payable and other liabilities	(319)
Lease intangible liabilities	(103)
Net assets acquired	$ 43,256

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Real Estate Investments - Additional Information (Detail) - USD ($) $ in Thousands			3 Months Ended		6 Months Ended
	Jun. 15, 2022	Feb. 10, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Real Estate [Line Items]
Gain on sale of Real Estate Property			$ 0	$ 0	$ 21,658	$ 47,400
Cherry Creek [Member]
Real Estate [Line Items]
Gain on sale of Real Estate Property		$ 47,400
Proceeds of sale of property		$ 95,000
Lake Vista Pointe [Member]
Real Estate [Line Items]
Reclassification in gain on sale					$ 21,700
Gross proceeds from sale of real estate property	$ 43,800

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Lease Intangibles - Schedule of Lease Intangibles and Value of Assumed Lease Obligations (Detail) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Cost, Lease Intangible Assets	$ 141,976	$ 154,253
Accumulated amortization, Lease Intangible Assets	(80,214)	(85,328)
Total, Lease Intangible Assets	61,762	68,925
Cost, Lease Intangible Liabilities	(16,743)	(16,881)
Accumulated amortization, Lease Intangible Liabilities	6,701	6,009
Total, Lease Intangible Liabilities	(10,042)	(10,872)
Above Market Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Cost, Lease Intangible Assets	19,488	21,147
Accumulated amortization, Lease Intangible Assets	(8,877)	(9,627)
Total, Lease Intangible Assets	10,611	11,520
In Place Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Cost, Lease Intangible Assets	84,897	93,761
Accumulated amortization, Lease Intangible Assets	(52,350)	(56,987)
Total, Lease Intangible Assets	32,547	36,774
Leasing Commissions [Member]
Finite-Lived Intangible Assets [Line Items]
Cost, Lease Intangible Assets	37,591	39,345
Accumulated amortization, Lease Intangible Assets	(18,987)	(18,714)
Total, Lease Intangible Assets	18,604	20,631
Below Market Tenant Lease [Member]
Finite-Lived Intangible Assets [Line Items]
Cost, Lease Intangible Liabilities	(16,605)	(16,743)
Accumulated amortization, Lease Intangible Liabilities	6,651	5,961
Total, Lease Intangible Liabilities	(9,954)	(10,782)
Below Market Ground Lease [Member]
Finite-Lived Intangible Assets [Line Items]
Cost, Lease Intangible Liabilities	(138)	(138)
Accumulated amortization, Lease Intangible Liabilities	50	48
Total, Lease Intangible Liabilities	$ (88)	$ (90)

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Lease Intangibles - Estimated Aggregate Amortization Expense for Lease Intangibles (Detail) $ in Thousands	Jun. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 5,283
2023	9,028
2024	6,695
2025	6,507
2026	6,461
Thereafter	17,746
Total	$ 51,720

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Debt - Summary of Outstanding Indebtedness (Detail) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Indebtedness		$ 658,605	$ 658,538
Deferred financing costs, net		(4,501)	(5,223)
Unamortized fair value adjustments		262	333
Total		654,366	653,648
Unsecured Debt [Member] | Term loan [Member]
Debt Instrument [Line Items]
Indebtedness	[1]	$ 50,000	50,000
Interest Rate, terms	[1],[2]	LIBOR +1.25
Interest Rate, spread	[1],[2]	1.25%
Maturity	[1]	2024-09
Credit Facility [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Indebtedness	[1],[3]	$ 162,000	142,000
Interest Rate, terms	[1],[2],[3]	LIBOR +1.30
Interest Rate, spread	[1],[2],[3]	1.30%
Maturity	[1],[3]	2025-11
Mission City [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 47,000	47,000
Interest Rate		3.78%
Maturity		2027-11
190 Office Center [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 39,239	39,581
Interest Rate		4.79%
Maturity		2025-10
Canyon Park [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness	[4]	$ 40,031	40,381
Interest Rate	[4],[5]	4.30%
Maturity	[4]	2027-03
Circle Point [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 39,650	39,650
Interest Rate		4.49%
Maturity		2028-09
SanTan [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 32,477	32,807
Interest Rate		4.56%
Maturity		2027-03
Intellicenter [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 31,591	31,883
Interest Rate		4.65%
Maturity		2025-10
The Quad [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 30,600	30,600
Interest Rate		4.20%
Maturity		2028-09
FRP Collection [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 27,162	27,535
Interest Rate		3.10%
Maturity		2023-09
2525 McKinnon [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 27,000	27,000
Interest Rate		4.24%
Maturity		2027-04
Cascade Station [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 21,387	21,581
Interest Rate		4.55%
Maturity		2024-05
Greenwood Blvd [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 21,660	21,920
Interest Rate		3.15%
Maturity		2025-12
5090 N 40th St [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 21,024	21,233
Interest Rate		3.92%
Maturity		2027-01
AmberGlen [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 20,000	20,000
Interest Rate		3.69%
Maturity		2027-05
Lake Vista Pointe [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness	[6]	$ 0	17,018
Central Fairwinds [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 16,491	16,707
Interest Rate		3.15%
Maturity		2024-06
FRP Ingenuity Drive [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 16,312	16,457
Interest Rate		4.44%
Maturity		2024-12
Carillon Point [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Indebtedness		$ 14,981	$ 15,185
Interest Rate		3.10%
Maturity		2023-10

[1] In September 2019, the Company entered into a five-year $50 million Term Loan (the “Term Loan”) increasing its authorized borrowings under the Unsecured Credit Facility from $250 million to $300 million. Borrowings under the Term Loan bear interest at a rate equal to the LIBOR rate plus a margin between 125 to 215 basis points depending upon the Company’s consolidated leverage ratio. In conjunction with the Term Loan, the Company also entered into a five-year interest rate swap for a notional amount of $50 million (the “Interest Rate Swap”). Pursuant to the Interest Rate Swap, the Company will pay a fixed rate of approximately 1.27% of the notional amount annually, payable monthly, and receive floating rate 30-day LIBOR payments.

[2] As of June 30, 2022, the one-month LIBOR rate was 1.79%.

[3] In March 2018, the Company entered into the Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $250 million, which included an accordion feature that allowed the Company to borrow up to $500 million, subject to customary terms and conditions. On November 16, 2021, the Company entered into an Amended and Restated Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $300 million. Combined with the Company’s existing five-year Term Loan, the total authorized borrowings increased from $300 million to $350 million. The Unsecured Credit Facility matures in November 2025 and may be extended 12 months at the Company’s option upon meeting certain conditions. Borrowings under the Unsecured Credit Facility bear interest at a rate equal to the LIBOR rate plus a margin of between 125 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of June 30, 2022, the Unsecured Credit Facility had $162.0 million drawn and a $4.2 million letter of credit to satisfy escrow requirements for a mortgage lender. The Unsecured Credit Facility requires the Company to maintain a fixed charge coverage ratio of no less than 1.50x.

[4] The mortgage loan anticipated repayment date (“ARD”) is March 1, 2027. The final scheduled maturity date can be extended up to 5 years beyond the ARD. If the loan is not paid off at ARD, the loan’s interest rate shall be adjusted to the greater of (i) the initial interest rate plus 200 basis points or (ii) the yield on the five year “on the run” treasury reported by Bloomberg market data service plus 450 basis points.

[5] All interest rates are fixed interest rates with the exception of the Unsecured Credit Facility (the “Unsecured Credit Facility”) and the Term Loan (as defined herein), as explained in footnotes 3 and 4 below.

[6] In June 2022, the loan balance of $16.8 million was repaid in full.

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Debt - Summary of Outstanding Indebtedness (Parenthetical) (Detail) - USD ($) $ in Thousands		1 Months Ended		6 Months Ended
		Jun. 30, 2022	Nov. 16, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2019	Mar. 31, 2018
Debt Instrument [Line Items]
Repayment of borrowings				$ 30,941	$ 163,363
Interest Rate Swap [Member]
Debt Instrument [Line Items]
Derivative, Fixed Interest Rate						1.27%
Derivative, Notional Amount						$ 50,000
Minimum [Member]
Debt Instrument [Line Items]
Revolving Credit Facility, authorized amount						250,000
Maximum [Member]
Debt Instrument [Line Items]
Revolving Credit Facility, authorized amount						300,000
Unsecured Debt [Member]
Debt Instrument [Line Items]
Term loan						$ 50,000
Lake Vista Pointe [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Repayment of borrowings		$ 16,800
Canyon Park [Member] | Secured Debt [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest Rate, Description				0.02%
Canyon Park [Member] | Secured Debt [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest Rate, Description				0.045%
Credit Facility [Member] | Letter of Credit [Member]
Debt Instrument [Line Items]
Revolving Credit Facility, outstanding		4,200		$ 4,200
Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Interest Rate, Description				0.0125%
Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Interest Rate, Description				0.0215%
Credit Facility [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Revolving Credit Facility, authorized amount			$ 300,000				$ 250,000
Revolving Credit Facility, outstanding		$ 162,000		$ 162,000
Loan maturity date			Nov. 16, 2025
Loan expected extended maturity date			Nov. 16, 2026
Revolving Credit Facility, maximum borrowing capacity							$ 500,000
Interest Rate, Description	[1],[2],[3]			1.30%
Credit Facility [Member] | Unsecured Debt [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
One month LIBOR rate		1.79%		1.79%
Credit Facility [Member] | Unsecured Debt [Member] | Minimum [Member]
Debt Instrument [Line Items]
Revolving Credit Facility, authorized amount			$ 300,000
Fixed charge coverage ratio		1.50%		1.50%
Credit Facility [Member] | Unsecured Debt [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Interest Rate, Description				0.0125%
Credit Facility [Member] | Unsecured Debt [Member] | Maximum [Member]
Debt Instrument [Line Items]
Revolving Credit Facility, authorized amount			$ 350,000
Credit Facility [Member] | Unsecured Debt [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Interest Rate, Description				0.0225%

[1] As of June 30, 2022, the one-month LIBOR rate was 1.79%.

[2] In March 2018, the Company entered into the Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $250 million, which included an accordion feature that allowed the Company to borrow up to $500 million, subject to customary terms and conditions. On November 16, 2021, the Company entered into an Amended and Restated Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $300 million. Combined with the Company’s existing five-year Term Loan, the total authorized borrowings increased from $300 million to $350 million. The Unsecured Credit Facility matures in November 2025 and may be extended 12 months at the Company’s option upon meeting certain conditions. Borrowings under the Unsecured Credit Facility bear interest at a rate equal to the LIBOR rate plus a margin of between 125 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of June 30, 2022, the Unsecured Credit Facility had $162.0 million drawn and a $4.2 million letter of credit to satisfy escrow requirements for a mortgage lender. The Unsecured Credit Facility requires the Company to maintain a fixed charge coverage ratio of no less than 1.50x.

[3] In September 2019, the Company entered into a five-year $50 million Term Loan (the “Term Loan”) increasing its authorized borrowings under the Unsecured Credit Facility from $250 million to $300 million. Borrowings under the Term Loan bear interest at a rate equal to the LIBOR rate plus a margin between 125 to 215 basis points depending upon the Company’s consolidated leverage ratio. In conjunction with the Term Loan, the Company also entered into a five-year interest rate swap for a notional amount of $50 million (the “Interest Rate Swap”). Pursuant to the Interest Rate Swap, the Company will pay a fixed rate of approximately 1.27% of the notional amount annually, payable monthly, and receive floating rate 30-day LIBOR payments.

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Debt - Schedule of Principal Repayments of Mortgage Payable (Detail) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2022	$ 3,141
2023	48,149
2024	108,479
2025	253,997
2026	4,536
Thereafter	240,303
Total	$ 658,605	$ 658,538

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Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Sep. 30, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap gain reclassified to interest expense	$ (63)	$ (147)	$ (203)	$ (289)
Debt instrument carrying amount	658,605		658,605		$ 658,538
Interest Rate Swap [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notional amount						$ 50,000
Fixed interest rate						1.27%
Interest rate swap gain reclassified to interest expense			200	$ 300
Interest Rate Swap [Member] | Other Assets [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative assets fair value	1,900		1,900
Interest Rate Swap [Member] | Other Liabilities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Liability					400
Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage loans payable, fair value	436,700		436,700		478,100
Debt instrument carrying amount	$ 446,600		$ 446,600		$ 466,500

XML

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Administrative Services Agreement [Member] | Second City Funds [Member] | Clarity Real Estate Ventures GP, Limited [Member]
Related Party Transaction [Line Items]
Annual payment receivable for services	$ 0.3	$ 0.3

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Leases - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Lease cost	$ 0.3	$ 0.3	$ 0.5	$ 0.5
Financing Lease Cost	$ 0.1		$ 0.2
Operating Lease, Weighted Average Remaining Lease Term	50 years		50 years
Operating Lease, Weighted Average Discount Rate, Percent	6.20%		6.20%
Lake Vista Pointe [Member]
Interest income on sales type lease	$ 0.6		$ 0.6
Variable lease payments on sales type lease	$ 0.2		$ 0.2
Maximum [Member]
Remaining lease terms	66 years		66 years
Minimum [Member]
Remaining lease terms	1 year		1 year

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Leases - Schedule of Operating Leases (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Fixed payments	$ 38,309	$ 34,311	$ 76,628	$ 67,862
Variable payments	6,180	5,629	12,620	11,536
Operating Lease, Lease Income	$ 44,489	$ 39,940	$ 89,248	$ 79,398

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Leases - Schedule of Future Minimum Lease Payments under Non-cancellable Operating Leases (Detail) $ in Thousands	Jun. 30, 2022 USD ($)
Leases [Abstract]
2022	$ 63,397
2023	117,160
2024	104,445
2025	92,922
2026	84,779
Thereafter	252,335
Total future minimum lease payments to be received	$ 715,038

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Leases - Schedule of Operating Right-of-Use Assets and Lease Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Lease liability – operating leases	$ 9,009
Lease liability – financing leases	1,450
Other Assets [Member]
Right-of-use asset - operating leases	13,858	$ 14,114
Right-of-use asset – financing leases	10,180	10,308
Other Liabilities [Member]
Lease liability – operating leases	9,009	9,160
Lease liability – financing leases	$ 1,450	$ 1,425

XML

Leases - Schedule Future Minimum Lease Payments To Be Paid (Detail) $ in Thousands	Jun. 30, 2022 USD ($)
2022	$ 290
2023	836
2024	770
2025	770
2026	724
Thereafter	27,151
Total future minimum lease payments	30,541
Discount	(21,532)
Total	9,009
2022	17
2023	12
2024	7
2025	8
2026	8
Thereafter	6,946
Total future minimum lease payments	6,998
Discount	(5,548)
Total	$ 1,450

XML

Stockholder's Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended	6 Months Ended		12 Months Ended
	Jul. 22, 2022	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	May 04, 2022	Aug. 05, 2020	Mar. 09, 2020	May 02, 2019
Class of Stock [Line Items]
Preferred stock, Dividend rate percentage			6.625%		6.625%
Maximum number of shares issued under Equity Incentive Plan						3,763,580			2,263,580
Stock Repurchase Program, Authorized Amount							$ 50.0	$ 100.0
Stock Repurchased During Period, Shares			394,833	0
Schedule of Share Based Compensation Arrangement by Share Based Payment Award For Defined Performance			The payouts under the Performance RSU Awards are evaluated on a sliding scale as follows: TSR below the 30th percentile of the Peer Group would result in a 50% payout; TSR at the 50th percentile of the Peer Group would result in a 100% payout; and TSR at or above the 75th percentile of the Peer Group would result in a 150% payout. Payouts are mathematically interpolated between these stated percentile targets, subject to a 150% maximum.
Share-based Payment Award, Award Vesting Period			3 years	3 years
Payment for repurchase of common stock			$ 5.0
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, Dividend rate percentage			6.625%
Common stock [Member]
Class of Stock [Line Items]
Declared cash dividend distribution per share		$ 0.2	$ 0.2
Dividends paid, declared date			Jun. 16, 2022
Dividends paid date			Jul. 22, 2022
Dividends paid, date of record			Jul. 08, 2022
Stock Repurchased During Period, Shares		(395)
Common stock [Member] | Dividend Paid [Member]
Class of Stock [Line Items]
Cash distributions	$ 8.6
Preferred stock [Member]
Class of Stock [Line Items]
Declared cash dividend distribution per share		$ 0.4140625	$ 0.4140625
Dividends paid, declared date			Jun. 16, 2022
Dividends paid date			Jul. 22, 2022
Dividends paid, date of record			Jul. 08, 2022
Preferred stock [Member] | Dividend Paid [Member]
Class of Stock [Line Items]
Cash distributions	$ 1.9
Executive Officer [Member]
Class of Stock [Line Items]
Share-based Payment Award, Award Vesting Period			3 years

XML

Stockholder's Equity - Summary of Activity of Awards under Equity Incentive Plan (Detail) - shares	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Restricted Stock Units (RSUs) [Member]
ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivity [Line Items]
Beginning balance	584,047	342,159	507,074	332,435	342,159	332,435
Granted	0	237,986	0	169,500	237,986	169,500
Issuance of dividend equivalents	7,451	3,902	6,884	5,139
Vested	(177,812)	0	(177,038)	0
Forfeited	0	0	0	0
Ending balance	413,686	584,047	336,920	507,074	413,686	336,920
Performance Restricted Stock Unit
ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivity [Line Items]
Beginning balance	307,500	217,500	217,500	97,500	217,500	97,500
Granted	0	90,000	0	120,000	90,000	120,000
Issuance of dividend equivalents	0	0	0	0
Vested	0	0	0	0
Forfeited	0	0	0	0
Ending balance	307,500	307,500	217,500	217,500	307,500	217,500

XML

Stockholder's Equity - Summary of Restricted Stock Units ("RSUs") and Performance RSU (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityGranted [Line Items]
Fair Value					$ 5,753	$ 2,808
Weighted Average Grant Fair Value Per Share					$ 17.54	$ 9.7
Restricted Stock Units (RSUs) [Member]
ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityGranted [Line Items]
Units Granted	0	237,986	0	169,500	237,986	169,500
Performance Restricted Stock Unit [Member]
ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityGranted [Line Items]
Units Granted	0	90,000	0	120,000	90,000	120,000

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Stockholder's Equity - Summary of Recognized Compensation Expense for RSUs and Performance RSU (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
ScheduleOfRecognizedNetCompensationExpense [Line Items]
Share-based Payment Arrangement, Amount Capitalized	$ 992	$ 665	$ 1,896	$ 1,311
Restricted Stock Units (RSUs) [Member]
ScheduleOfRecognizedNetCompensationExpense [Line Items]
Share-based Payment Arrangement, Amount Capitalized	652	457	1,251	920
Performance Restricted Stock Unit [Member]
ScheduleOfRecognizedNetCompensationExpense [Line Items]
Share-based Payment Arrangement, Amount Capitalized	$ 340	$ 208	$ 645	$ 391

XML

Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Aug. 02, 2022	Jun. 30, 2022	Jun. 30, 2021
Subsequent Event [Line Items]
Stock Repurchased During Period, Shares		394,833	0
Payment for repurchase of common stock		$ 5.0
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock Repurchased During Period, Shares	1,907,861
Payment for repurchase of common stock	$ 25.2