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Share Name | Share Symbol | Market | Type |
---|---|---|---|
City Office REIT Inc | NYSE:CIO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.27 | -5.20% | 4.92 | 5.22 | 4.87 | 5.19 | 337,630 | 00:18:02 |
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
98-1141883
|
|
(State or other jurisdiction
of incorporation or organization)
|
(IRS Employer
Identification No.)
|
|
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
|
Large accelerated filter | ☐ | Accelerated filter | ☒ | |||
Non-accelerated
filter
|
☐ | Smaller reporting company | ☐ | |||
Emerging Growth Company | ☐ |
• |
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
COVID-19
pandemic;
|
• |
requests from tenants for rent deferrals, rent abatement or relief from other contractual obligations, or a failure to pay rent, as a result of changes in business behavior stemming from the ongoing
COVID-19
pandemic or the availability of government assistance programs;
|
• |
our inability to compete effectively;
|
• |
our inability to collect rent from tenants or renew tenants’ leases on attractive terms if at all;
|
• |
demand for and market acceptance of our properties for rental purposes, including as a result of near-term market fluctuations or long-term trends that result in an overall decrease in the demand for office space;
|
• |
defaults on or
non-renewal
of leases by tenants, including as a result of the ongoing
COVID-19
pandemic;
|
• |
increased interest rates and any resulting increase in financing or operating costs;
|
• |
decreased rental rates or increased vacancy rates, including as a result of the ongoing
COVID-19
pandemic;
|
• |
our failure to obtain necessary financing or access the capital markets on favorable terms or at all;
|
• |
changes in the availability of acquisition opportunities;
|
• |
availability of qualified personnel;
|
• |
our inability to successfully complete real estate acquisitions or dispositions on the terms and timing we expect, or at all;
|
• |
our failure to successfully operate acquired properties and operations;
|
• |
changes in our business, financing or investment strategy or the markets in which we operate;
|
• |
our failure to generate sufficient cash flows to service our outstanding indebtedness;
|
• |
environmental uncertainties and risks related to adverse weather conditions and natural disasters;
|
• |
our failure to qualify and maintain our status as a real estate investment trust (“REIT”);
|
• |
government approvals, actions and initiatives, including the need for compliance with environmental requirements or actions in response to the
COVID-19
pandemic;
|
• |
outcome of claims and litigation involving or affecting us;
|
• |
financial market fluctuations;
|
• |
changes in real estate, taxation and zoning laws and other legislation and government activity and changes to real property tax rates and the taxation of REITs in general; and
|
• |
additional factors discussed under the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”
|
ITEM 1.
|
BUSINESS
|
• |
Completed 1.0 million square feet of new and renewal leasing;
|
• |
Completed significant leasing transactions at our Sorrento Mesa property in San Diego, our Denver Tech property in Denver and our Lake Vista Pointe property in Dallas, all of which are expected to generate significant increases in base rental revenue;
|
• |
Collected over 99% of 2020 contractual base rent;
|
• |
Repurchased an aggregate 11,363,851 shares of common stock at an average gross price of $8.80 per share for a total cost of approximately $100.0 million;
|
• |
Closed the disposition of 7.8 acres of land at Circle Point in Denver, Colorado for $6.5 million;
|
• |
Entered into a contract for the sale of the Cherry Creek property in Denver, Colorado for $95.0 million, which closed subsequent to
year-end;
and
|
• |
Declared and paid an aggregate of $0.60 of dividends per share of common stock.
|
ITEM 1A.
|
RISK FACTORS
|
• |
There are inherent risks associated with real estate investments and with the real estate industry, each of which could have an adverse impact on our financial performance and the value of our properties.
|
• |
Significant competition may decrease or prevent increases in our properties’ occupancy and rental rates and may reduce our investment opportunities.
|
• |
We may be unable to renew expiring leases or
re-lease
vacant space on a timely basis or on attractive terms.
|
• |
We are dependent on our key personnel and the loss of such key personnel could materially adversely affect our business
|
• |
A decrease in demand for office space in our markets may have a material adverse effect on our financial condition and results of operations.
|
• |
Failure by any major tenant to make rental payments to us, because of a deterioration of its financial condition, a termination of its lease, a
non-renewal
of its lease or otherwise, could have a material adverse effect our results of operations.
|
• |
The current pandemic of the
COVID-19,
and the future outbreak of other highly infectious or contagious diseases, could have an adverse effect on our financial condition, results of operations, cash flow, ability to pay dividends and the per share market price of our common stock or preferred stock.
|
• |
We may be unable to secure funds for future tenant or other capital improvements or payment of leasing commissions.
|
• |
We may be required to make rent or other concessions and significant capital expenditures to improve our properties in order to retain and attract tenants.
|
• |
We depend on external sources of capital that are outside of our control, which may affect our ability to seize strategic opportunities, satisfy our debt obligations and make distributions to our stockholders.
|
• |
We have a substantial amount of indebtedness outstanding which may affect our ability to pay distributions to our stockholders, may expose us to interest rate fluctuation risk and may expose us to the risk of default under our debt obligations.
|
• |
Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.
|
• |
We may engage in hedging transactions, which can limit our gains and increase exposure to losses.
|
• |
Economic conditions may adversely affect the real estate market and our financial condition, results of operations and cash flow.
|
• |
Our joint venture investments could be adversely affected by the capital markets, our lack of sole decision-making authority, our reliance on joint venture partners’ financial condition and any disputes that may arise between us and our joint venture partners.
|
• |
We could incur significant costs related to government regulation and private litigation over environmental matters involving the presence, discharge or threat of discharge of hazardous or toxic substances.
|
• |
Existing conditions at some of our properties may expose us to liability related to environmental matters.
|
• |
Our properties may contain asbestos or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.
|
• |
Potential losses, including from adverse weather conditions, natural disasters and title claims, may not be covered by insurance.
|
• |
We may be limited in our ability to diversify our investments making us more vulnerable economically than if our investments were diversified.
|
• |
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.
|
• |
If we sell properties by providing financing to purchasers, we will bear the risk of default by the purchaser.
|
• |
We may be unable to collect balances due on our leases from any tenants in bankruptcy.
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• |
We may face additional risks and costs associated with owning properties occupied by government tenants.
|
• |
Some of the leases at our properties contain “early termination” provisions which, if triggered, may allow tenants to terminate their leases without further payment to us.
|
• |
The federal government’s “green lease” policies may adversely affect us.
|
• |
We may be unable to complete acquisitions and, even if acquisitions are completed, we may fail to successfully operate acquired properties.
|
• |
Acquired properties may be located in new markets where we may face risks associated with investing in an unfamiliar market.
|
• |
Adverse market and economic conditions could cause us to recognize impairment charges or otherwise impact our performance.
|
• |
Our property taxes could increase due to property tax rate changes or reassessment, which may adversely impact our cash flows.
|
• |
Our commitments to Second City Real Estate II Corporation (“Second City”), Clarity Real Estate III GP, Limited Partnership (“Clarity RE”), Clarity Real Estate Ventures GP, Limited Partnership (together with Clarity RE, “Clarity”), and their respective affiliates may give rise to various conflicts of interest.
|
• |
Our failure to maintain our qualification as a REIT would result in significant adverse tax consequences to us and would adversely affect our business and the value of our stock.
|
• |
To maintain our qualification as a REIT, we may be forced to borrow funds during unfavorable market conditions to make distributions to our stockholders.
|
• |
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
|
• |
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.
|
• |
We may face risks in connection with like-kind exchanges pursuant to section 1031 of the Code (“Section 1031 Exchanges”).
|
• |
To maintain our qualification as a REIT, we may be forced to forego otherwise attractive opportunities.
|
• |
We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the market price of our shares of capital stock.
|
• |
Conflicts of interest exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.
|
• |
The consideration that we pay for the properties and assets we own may exceed their aggregate fair market value.
|
• |
We are a holding company with no direct operations and, as such, we rely on funds received from our Operating Partnership to pay liabilities, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries.
|
• |
We may have assumed unknown liabilities in connection with our acquisition of properties and any properties we may acquire in the future may expose us to unknown liabilities.
|
• |
Our charter, our amended and restated bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction and may prevent our stockholders from receiving a premium for their shares.
|
• |
The ability of our board of directors to revoke our REIT status without stockholder approval may cause adverse consequences to our stockholders.
|
• |
Our board of directors may amend our investing and financing guidelines without stockholder approval, and, accordingly, you would have limited control over changes in our policies that could increase the risk that we default under our debt obligations.
|
• |
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
|
• |
We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties.
|
• |
Climate change may adversely affect our business.
|
• |
Litigation may result in unfavorable outcomes.
|
• |
Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting.
|
• |
Our business and operations would suffer in the event of system failures.
|
• |
We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.
|
• |
adverse changes in financial conditions of buyers, sellers and tenants of our properties, including bankruptcies, financial difficulties or lease defaults by our tenants;
|
• |
the national, regional and local economy, which may be negatively impacted by concerns about inflation, government deficits or government budgets, unemployment rates, decreased consumer confidence, industry slowdowns, reduced corporate profits, liquidity concerns in our markets and other adverse business concerns;
|
• |
local real estate conditions, such as an oversupply of, or a reduction in, demand for office space and the availability and creditworthiness of current and prospective tenants;
|
• |
vacancies or ability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below-market renewal options;
|
• |
changes in operating costs and expenses, including, without limitation, increasing labor and material costs, insurance costs, energy prices, environmental restrictions, real estate taxes and costs of compliance with laws, regulations and government policies, which we may be restricted from passing on to our tenants;
|
• |
fluctuations in interest rates, which could adversely affect our ability, or the ability of buyers and tenants of our properties, to obtain financing on favorable terms or at all, or impact the market price of our properties we own or target for investment;
|
• |
competition from other real estate investors with significant capital, including other real estate operating companies, other publicly traded REITs and institutional investment funds;
|
• |
inability to refinance our indebtedness or secure financing on terms favorable to us, which could result in a default on our obligation and trigger cross default provisions that could result in a default on other indebtedness;
|
• |
the convenience and quality of competing office properties;
|
• |
inability to collect rent from tenants;
|
• |
our ability to secure adequate insurance;
|
• |
our ability to secure adequate management services and to maintain our properties;
|
• |
changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning, immigration and tax laws, government fiscal, monetary and trade policies and the Americans with Disabilities Act of 1990 (the “ADA”); and
|
• |
civil unrest, acts of war, cyber attacks, terrorist attacks and natural disasters, including earthquakes, wind damage and floods, which may result in uninsured and underinsured losses.
|
• |
a complete or partial closure of, decline or cessation in the usage of, or other operational issues at, one or more of our properties resulting from government or tenant action;
|
• |
a reduction in economic activity that severely impacts our tenants’ businesses, financial condition, liquidity and creditworthiness, which may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, seek modifications of such obligations or exercise early termination rights;
|
• |
a decrease in the usage of our properties or the demand for office space as a result of our tenants’ implementation of full or partial “work from home” or other remote work policies during or after the pandemic ends, or the Company’s ability to maintain or increase rents, which may have an adverse effect on our financial condition, results of operations and cash flow than if we owned a more diversified real estate portfolio;
|
• |
difficulty accessing sources of capital on attractive terms, or at all, impacts to our credit ratings, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to debt or equity capital necessary to fund future capital needs (including redevelopment, acquisition, expansion and renovation activities, payments of principal and interest on and the refinancing of our existing debt, tenant improvements and leasing costs, and our operations) or refinancings on a timely basis and our tenants’ ability to fund their business operations and meet their obligations to us;
|
• |
the financial impact of the
COVID-19
pandemic could negatively impact our future compliance with financial covenants of our Unsecured Credit Facility, including the Term Loan, and other debt agreements, including mortgage debt, and result in a default and potentially an acceleration of indebtedness, which
non-compliance
could negatively impact our ability to make additional borrowings and pay dividends on our common stock or preferred stock, or foreclosure on one or more our properties secured by mortgage debt;
|
• |
any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions;
|
• |
a general decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties due to a lack of suitable acquisition opportunities;
|
• |
a general decline in the attractiveness of our properties due to changes in the demand for office space, which may adversely impact our ability to consummate pending or future dispositions on terms that allow us to recover expected carrying values of a real estate investment; and
|
• |
the potential negative impact on the health of a significant number of our employees could result in a deterioration in our ability to ensure business continuity or maintain adequate disclosure reporting or internal controls through the duration of this disruption.
|
• |
general market conditions and interest rates;
|
• |
the market’s view of the quality of our assets and our leasing activity;
|
• |
the market’s perception of our growth potential;
|
• |
our current debt levels;
|
• |
our current and expected future earnings;
|
• |
our cash flow and cash distributions; and
|
• |
the market price of securities we may issue from time to time.
|
• |
our cash flow may be insufficient to meet our required principal and interest payments;
|
• |
we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon emerging acquisition opportunities or meet operational needs;
|
• |
we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
|
• |
we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, or terminate pending acquisitions that may require us to forfeit amounts paid into escrow or pay termination fees;
|
• |
we may be forced to enter into financing arrangements with particularly burdensome collateral requirements or restrictive covenants;
|
• |
we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations or require us to retain cash for reserves;
|
• |
we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under our hedge agreements and these agreements may not effectively hedge interest rate fluctuation risk;
|
• |
we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans;
|
• |
our default under any of our indebtedness with cross default provisions could result in a default on other indebtedness; and
|
• |
cross default provisions on properties with minority parties could trigger indemnity obligations.
|
• |
available interest rate hedging may not correspond directly with the interest rate risk for which we seek protection;
|
• |
the duration of the hedge may not match the duration of the related liability;
|
• |
the party owing money in the hedging transaction may default on its obligation to pay;
|
• |
the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and
|
• |
the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value, such as downward adjustments, or
“mark-to-market
|
• |
may require the removal or upgrade of underground storage tanks;
|
• |
regulate the discharge of storm water, wastewater and other pollutants;
|
• |
regulate air pollutant emissions;
|
• |
regulate hazardous materials’ generation, management and disposal; and
|
• |
regulate workplace health and safety.
|
• |
we may be unable to acquire a desired property because of competition from other real estate investors with substantial capital, including from other REITs and institutional investment funds;
|
• |
even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
|
• |
even if we enter into agreements for the acquisition of properties, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction;
|
• |
we may incur significant costs in connection with evaluation and negotiation of potential acquisitions, including acquisitions that we are subsequently unable to complete;
|
• |
we may acquire properties that are not initially accretive to our results upon acquisition, and we may not successfully lease those properties to meet our expectations;
|
• |
we may be unable to finance the acquisition on favorable terms in the time period we desire, or at all;
|
• |
even if we are able to finance the acquisition, our cash flows may be insufficient to meet our required principal and interest payments;
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• |
we may spend more than budgeted to make necessary improvements or renovations to acquired properties;
|
• |
we may be unable to quickly and efficiently integrate new acquisitions, particularly the acquisition of portfolios of properties, into our existing operations;
|
• |
market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
|
• |
we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities for
clean-up
of undisclosed environmental contamination, claims by tenants or other persons dealing with former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
|
• |
might become bankrupt or fail to fund their share of required capital contributions;
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• |
may have economic or other business interests or goals that are inconsistent with our business interests or goals; and
|
• |
may be in a position to take actions contrary to our policies or objectives or exercise rights to buy or sell at an inopportune time for us.
|
• |
we structure a joint venture or conduct business in a manner that is deemed to be a general partnership with a third party;
|
• |
third-party managers incur debt or other liabilities on behalf of a joint venture which the joint venture is unable to pay, and the joint venture agreement provides for capital calls, in which case we could be liable to make contributions as set forth in any such joint venture agreement or suffer adverse consequences for a failure to contribute; or
|
• |
we agree to cross default provisions or to cross-collateralize our properties with the properties in a joint venture, in which case we could face liability if there is a default relating to those properties in the joint venture or the obligations relating to those properties.
|
• |
we would not be allowed to deduct distributions to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;
|
• |
we could also be subject to the U.S. federal alternative minimum tax for taxable years prior to 2018 and possibly increased state and local taxes; and
|
• |
unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year in which we were disqualified.
|
• |
differences in timing between the actual receipt of cash and inclusion of income for U.S. federal income tax purposes;
|
• |
the effect of nondeductible capital expenditures;
|
• |
the creation of reserves; or
|
• |
required debt or amortization payments.
|
• |
liabilities for
clean-up
of undisclosed or undiscovered environmental contamination
|
• |
claims by tenants, vendors or other persons against the former owners of the properties;
|
• |
liabilities incurred in the ordinary course of business; and
|
• |
claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
|
• |
“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” for certain periods. An “interested stockholder” is generally any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who, at any time within the
two-year
period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then-outstanding voting stock. A person is not an interested stockholder under the statute if our board of directors approved in advance the transaction by which he otherwise would have become an interested stockholder. Business combinations with an interested stockholder are prohibited for five years after the most recent date on which the stockholder becomes an interested stockholder. After that period, the MGCL imposes two super-majority voting requirements on such combinations; and
|
• |
“control share” provisions that provide that holders of “control shares” of our Company acquired in a “control share acquisition” have no voting rights with respect to the control shares unless holders of
two-thirds
of our voting stock (excluding interested shares) consent. “Control shares” are shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors. A “control share acquisition” is the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer.
|
• |
actual receipt of an improper benefit or profit in money, property or services; or
|
• |
active and deliberate dishonesty established by a final judgment and which is material to the cause of action.
|
• |
result in unauthorized access to, destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, including personally identifiable and account information that could be used to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
|
• |
result in unauthorized access to or changes to our financial accounting and reporting systems and related data;
|
• |
result in our inability to maintain building systems relied on by our tenants;
|
• |
require significant management attention and resources to remedy any damage that results;
|
• |
subject us to regulatory penalties or claims for breach of contract, damages, credits, penalties or terminations of leases or other agreements; or
|
• |
damage our reputation among our tenants and investors.
|
ITEM 2.
|
PROPERTIES
|
(1) |
Annualized gross rent per square foot includes adjustment for estimated expense reimbursements of triple net leases for the year ended December 31, 2020.
|
(2) |
Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month ended December 31, 2020 by (ii) 12.
|
(3) |
Denver Tech is comprised of 7601 Tech and 7595 Tech (formerly “DTC Crossroads”).
|
(4) |
Florida Research Park is comprised of FRP Collection and FRP Ingenuity Drive.
|
(5) |
Averages weighted based on the property’s NRA, adjusted for occupancy.
|
(6) |
The Cherry Creek property was under contract for sale at December 31, 2020.
|
(1) |
Percentage represents the NRA of the leases divided by the total NRA of the portfolio, as of December 31, 2020.
|
(2) |
1.3% represents the leases under contract but not yet in occupancy as of December 31, 2020, of which 0.7% represents the Cherry Creek property, which was under contract for sale at December 31, 2020.
|
(3) |
6.0% represents the Cherry Creek property, which was under contract for sale at December 31, 2020.
|
Year of Lease Expiration
|
Number of
Leases Expiring |
NRA of
Expiring Leases (000s) |
Percentage of
NRA |
Annualized
Base Rent
(1
)
(000s) |
Percentage of
Total Properties Rent |
Annualized
Base Rent per Leased Square Foot Expiring
(2)
|
Annualized
Base Rent (including Rent Abatement at Dec 31, 2020) |
Annualized
Base Rent per Leased Square Foot Expiring (Including Rent Abatement at Dec 31, 2020) |
||||||||||||||||||||||||
Vacant
|
— | 477 | 8.2 | % | — | — | — | — | — | |||||||||||||||||||||||
Contracted
|
— | 74 | 1.3 | % | — | — | — | — | — | |||||||||||||||||||||||
2021
|
60 | 500 | 8.6 | % | 15,806 | 11.7 | % | 31.61 | 15,806 | 31.61 | ||||||||||||||||||||||
2022
|
54 | 698 | 12.0 | % | 18,819 | 13.9 | % | 26.96 | 18,714 | 26.81 | ||||||||||||||||||||||
2023
|
65 | 800 | 13.7 | % | 21,961 | 16.3 | % | 27.45 | 21,559 | 26.95 | ||||||||||||||||||||||
2024
|
54 | 596 | 10.2 | % | 15,753 | 11.7 | % | 26.43 | 15,587 | 26.15 | ||||||||||||||||||||||
2025
|
35 | 455 | 7.8 | % | 12,236 | 9.1 | % | 26.89 | 12,213 | 26.84 | ||||||||||||||||||||||
2026
|
23 | 719 | 12.3 | % | 16,189 | 12.0 | % | 22.52 | 15,832 | 22.02 | ||||||||||||||||||||||
2027
|
11 | 528 | 9.1 | % | 10,652 | 7.9 | % | 20.17 | 10,035 | 19.01 | ||||||||||||||||||||||
2028
|
10 | 257 | 4.4 | % | 6,015 | 4.5 | % | 23.40 | 6,015 | 23.40 | ||||||||||||||||||||||
2029
|
3 | 230 | 3.9 | % | 5,157 | 3.8 | % | 22.42 | 4,202 | 18.27 | ||||||||||||||||||||||
2030 & Thereafter
|
8 | 494 | 8.5 | % | 12,447 | 9.1 | % | 25.20 | 10,886 | 22.04 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total / Weighted Average
|
|
323
|
|
|
5,828
|
|
|
100.0
|
%
|
$
|
135,035
|
|
|
100.0
|
%
|
$
|
25.61
|
|
$
|
130,849
|
|
$
|
24.80
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before abatements) for the month of December 31, 2020, by (ii) 12.
|
(2) |
Annualized rent per leased square foot expiring reflects rental payments for the month of December 31, 2020, multiplied by 12 and divided by the NRA of expiring lease.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Issuer Purchases of Equity Securities
|
||||||||||||||||
Period
|
Total
Number of
Shares of Common Stock
Purchased
|
Average Price
Paid per Share of Common Stock Repurchased |
Total Number of
Shares of Common Stock Purchased as Part of Share Repurchase Plans |
Approximate Dollar
Value of Shares of Common Stock that May Yet Be Purchased Under the Share Repurchase
Plans
(1)
(thousands)
|
||||||||||||
October 1 – 31, 2020
|
— | $ | — | — | $ | 50,000 | ||||||||||
November 1 – 30, 2020
|
— | — | — | 50,000 | ||||||||||||
December 1 – 31, 2020
|
— | — | — | 50,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
— | $ | — | — | $ | 50,000 | ||||||||||
|
|
|
|
|
|
|
|
(1) |
Represents approximate dollar value of shares that could have been purchased under the plans in effect at the end of the month.
|
Years Ended December 31,
|
||||||||||||||||||||
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||||||||||
Statement of Operations Data
|
||||||||||||||||||||
Rental and other revenues
|
$ | 160,840 | $ | 156,297 | $ | 129,484 | $ | 106,487 | $ | 72,461 | ||||||||||
Operating expenses:
|
||||||||||||||||||||
Property operating expenses
|
58,312 | 57,316 | 49,872 | 42,886 | 28,305 | |||||||||||||||
General and administrative
|
10,690 | 11,066 | 8,137 | 6,792 | 6,429 | |||||||||||||||
Depreciation and amortization
|
60,367 | 59,159 | 52,352 | 41,594 | 30,178 | |||||||||||||||
Impairment of real estate
|
— | — | 3,497 | — | — | |||||||||||||||
Acquisition costs
|
— | — | — | — | 692 | |||||||||||||||
Base management fee
|
— | — | — | — | 109 | |||||||||||||||
External advisor acquisition
|
— | — | — | — | 7,045 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total operating expenses
|
129,369 | 127,541 | 113,858 | 91,272 | 72,758 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income/(loss)
|
31,471 | 28,756 | 15,626 | 15,215 | (297 | ) | ||||||||||||||
Interest expense, net
|
(27,689 | ) | (29,726 | ) | (23,937 | ) | (20,173 | ) | (14,761 | ) | ||||||||||
Net gain on sale of real estate property
|
1,347 | 3,412 | 46,980 | 12,116 | 15,934 | |||||||||||||||
Change in fair value of contingent consideration
|
— | — | — | 2,000 | — | |||||||||||||||
Change in fair value of
earn-out
|
— | — | — | — | (500 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
5,129 | 2,442 | 38,669 | 9,158 | 376 | |||||||||||||||
Less:
|
||||||||||||||||||||
Net income attributable to
non-controlling
interests in properties
|
(602 | ) | (644 | ) | (501 | ) | (3,402 | ) | (354 | ) | ||||||||||
Net income attributable to Operating Partnership unitholders’
non-controlling
interests
|
— | — | — | — | (865 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income/(loss) attributable to the Company
|
4,527 | 1,798 | 38,168 | 5,756 | (843 | ) | ||||||||||||||
Preferred stock distributions
|
(7,420 | ) | (7,420 | ) | (7,420 | ) | (7,411 | ) | (1,781 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (loss)/income attributable to common stockholders
|
$ | (2,893 | ) | $ | (5,622 | ) | $ | 30,748 | $ | (1,655 | ) | $ | (2,624 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (loss)/income per common share—basic and diluted
|
$ | (0.06 | ) | $ | (0.13 | ) | $ | 0.82 | $ | (0.05 | ) | $ | (0.13 | ) | ||||||
Dividend distributions declared per common share
|
$ | 0.60 | $ | 0.94 | $ | 0.94 | $ | 0.94 | $ | 0.94 | ||||||||||
Balance Sheet Data (as of end of period)
|
||||||||||||||||||||
Real estate properties, net of accumulated depreciation
|
$ | 955,589 | $ | 1,007,338 | $ | 935,163 | $ | 728,067 | $ | 550,324 | ||||||||||
Total assets
|
1,157,292 | 1,228,474 | 1,100,431 | 896,489 | 661,494 | |||||||||||||||
Debt
|
677,242 | 607,250 | 645,354 | 489,509 | 370,057 | |||||||||||||||
Total liabilities
|
739,417 | 679,342 | 702,054 | 536,657 | 405,435 | |||||||||||||||
Total stockholders’ equity
|
416,926 | 548,008 | 397,413 | 359,624 | 254,202 | |||||||||||||||
Non-controlling
interests in properties
|
949 | 1,124 | 964 | 208 | 1,749 | |||||||||||||||
Operating Partnership unitholders’
non-controlling
interests
|
— | — | — | — | 108 | |||||||||||||||
Total equity
|
417,875 | 549,132 | 398,377 | 359,832 | 256,059 | |||||||||||||||
Other Data
|
||||||||||||||||||||
Cash flows from/(to):
|
||||||||||||||||||||
Operating activities
|
$ | 59,923 | $ | 49,499 | $ | 42,187 | $ | 36,553 | $ | 19,147 | ||||||||||
Investing activities
|
(27,803 | ) | (81,922 | ) | (197,309 | ) | (243,298 | ) | (216,235 | ) | ||||||||||
Financing activities
|
(73,692 | ) | 86,801 | 153,253 | 212,108 | 203,425 |
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Property
|
December 31,
2020
|
Interest Rate as of
December 31, 2020
(1)
|
Maturity
|
|||||||||
Unsecured Credit Facility
(3)(4)
|
$ | 75,000 |
LIBOR +1.50%
(2)
|
March 2022 | ||||||||
Term Loan
(4)
|
50,000 |
LIBOR +1.40%
(2)
|
September 2024 | |||||||||
Midland Life Insurance
(5)
|
83,537 | 4.34% | May 2021 | |||||||||
Mission City
|
47,000 | 3.78% | November 2027 | |||||||||
Canyon Park
(6)
|
40,950 | 4.30% | March 2027 | |||||||||
190 Office Center
|
40,236 | 4.79% | October 2025 | |||||||||
Circle Point
|
39,650 | 4.49% | September 2028 | |||||||||
SanTan
|
33,444 | 4.56% | March 2027 | |||||||||
Intellicenter
|
32,442 | 4.65% | October 2025 | |||||||||
The Quad
|
30,600 | 4.20% | September 2028 | |||||||||
FRP Collection
|
28,263 | 3.10% | September 2023 | |||||||||
2525 McKinnon
|
27,000 | 4.24% | April 2027 | |||||||||
Greenwood Blvd
|
22,425 | 3.15% | December 2025 | |||||||||
Cascade Station
|
21,952 | 4.55% | May 2024 | |||||||||
5090 N. 40
th
St
|
21,640 | 3.92% | January 2027 | |||||||||
AmberGlen
|
20,000 | 3.69% | May 2027 | |||||||||
Lake Vista Pointe
|
17,375 | 4.28% | August 2024 | |||||||||
Central Fairwinds
|
17,127 | 3.15% | June 2024 | |||||||||
FRP Ingenuity Drive
|
16,736 | 4.44% | December 2024 | |||||||||
Carillon Point
|
15,585 | 3.10% | October 2023 | |||||||||
|
|
|||||||||||
Total Principal
|
680,962 | |||||||||||
Deferred financing costs, net
|
(4,195 | ) | ||||||||||
Unamortized fair value adjustments
|
475 | |||||||||||
|
|
|||||||||||
Total
|
$ | 677,242 | ||||||||||
|
|
(1) |
All interest rates are fixed interest rates with the exception of the Unsecured Credit Facility (“Unsecured Credit Facility”) and the Term Loan (as defined herein), as explained in footnotes 3 and 4 below.
|
(2) |
As of December 31, 2020, the
one-month
LIBOR rate was 0.14%.
|
(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 includes an accordion feature that allows the Company to borrow up to $500 million, subject to customary terms and conditions. The Unsecured Credit Facility matures in March 2022 and may be extended to March 2023 at the Company’s option upon meeting certain conditions. Borrowings under the Unsecured Credit Facility bear interest at a rate equal to the LIBOR rate plus a margin of between 140 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of December 31 2020, the Unsecured Credit Facility had $75.0 million drawn and $7.0 million of letters of credit to satisfy escrow requirements for mortgage lenders. The Unsecured Credit Facility requires the Company to maintain a fixed charge coverage ratio of no less than 1.50x.
|
(4) |
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.
|
(5) |
The mortgage loan is cross-collateralized by Cherry Creek, City Center and 7595 Tech (formerly “DTC Crossroads”). In February 2021, the loan balance of $83.5 million was repaid in full.
|
(6) |
The mortgage loan anticipated repayment date (“ARD”) is March 1, 2027. The final scheduled maturity date can be extended up to 5 years beyond the ARD. If the loan is not paid off at ARD, loan’s interest rate shall be adjusted to the greater of (i) the initial interest rate plus 200 basis points or (ii) the yield on the five year “on the run” treasury reported by Bloomberg market data service plus 450 basis points.
|
Payments Due by Period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
2021
|
2022-2023
|
2024-2025
|
More than
5 years |
|||||||||||||||
Principal payments on mortgage loans
|
$ | 680,962 | $ | 89,304 | $ | 130,058 | $ | 216,761 | $ | 244,839 | ||||||||||
Interest payments
(1)
|
112,754 | 23,447 | 40,655 | 30,830 | 17,822 | |||||||||||||||
Tenant-related commitments
|
9,663 | 9,663 | — | — | — | |||||||||||||||
Lease obligations
|
29,348 | 579 | 1,492 | 1,193 | 26,084 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
|
$ | 832,727 | $ | 122,993 | $ | 172,205 | $ | 248,784 | $ | 288,745 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
Contracted interest on the floating rate borrowings under our Unsecured Credit Facility was calculated based on the balance and interest rate at December 31, 2020. 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%.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Page | ||||
60 | ||||
64 | ||||
65 | ||||
66 | ||||
67 | ||||
68 | ||||
69 | ||||
87 |
Years Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Rental and other revenues
|
$
|
160,840
|
|
$
|
156,297
|
|
$
|
129,484
|
|
|||
Operating expenses:
|
||||||||||||
Property operating expenses
|
58,312 | 57,316 | 49,872 | |||||||||
General and administrative
|
10,690 | 11,066 | 8,137 | |||||||||
Depreciation and amortization
|
60,367 | 59,159 | 52,352 | |||||||||
Impairment of real estate
|
— | — | 3,497 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses
|
|
129,369
|
|
|
127,541
|
|
|
113,858
|
|
|||
|
|
|
|
|
|
|||||||
Operating income
|
31,471 | 28,756 | 15,626 | |||||||||
Interest expense:
|
||||||||||||
Contractual interest expense
|
(26,363 | ) | (28,401 | ) | (22,316 | ) | ||||||
Amortization of deferred financing costs and debt fair value
|
(1,326 | ) | (1,325 | ) | (1,621 | ) | ||||||
|
|
|
|
|
|
|||||||
(27,689 | ) | (29,726 | ) | (23,937 | ) | |||||||
Net gain on sale of real estate property
|
1,347 | 3,412 | 46,980 | |||||||||
|
|
|
|
|
|
|||||||
Net income
|
|
5,129
|
|
|
2,442
|
|
|
38,669
|
|
|||
Less:
|
||||||||||||
Net income attributable to
non-controlling
interests in properties
|
(602 | ) | (644 | ) | (501 | ) | ||||||
|
|
|
|
|
|
|||||||
Net income attributable to the Company
|
|
4,527
|
|
|
1,798
|
|
|
38,168
|
|
|||
Preferred stock distributions
|
(7,420 | ) | (7,420 | ) | (7,420 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||
Net (loss)/income attributable to common stockholders
|
$
|
(2,893
|
)
|
$
|
(5,622)
|
|
$
|
30,748
|
|
|||
|
|
|
|
|
|
|||||||
Net (loss)/income per common share:
|
||||||||||||
Basic
|
$ | (0.06 | ) | $ | (0.13 | ) | $ | 0.82 | ||||
|
|
|
|
|
|
|||||||
Diluted
|
$ | (0.06 | ) | $ | (0.13 | ) | $ | 0.82 | ||||
|
|
|
|
|
|
|||||||
Weighted average common shares outstanding:
|
||||||||||||
Basic
|
47,223 | 43,997 | 37,321 | |||||||||
|
|
|
|
|
|
|||||||
Diluted
|
47,223 | 43,997 | 37,670 | |||||||||
|
|
|
|
|
|
|||||||
Dividend distributions declared per common share
|
$ | 0.60 | $ | 0.94 | $ | 0.94 | ||||||
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Net income
|
$ | 5,129 | $ | 2,442 | $ | 38,669 | ||||||
Other comprehensive (loss)/income:
|
||||||||||||
Unrealized cash flow hedge (loss)/gain
|
(3,003 | ) | 821 | — | ||||||||
Amounts reclassified to interest expense
|
328 | (106 | ) | — | ||||||||
|
|
|
|
|
|
|||||||
(2,675 | ) | 715 | — | |||||||||
|
|
|
|
|
|
|||||||
Comprehensive income
|
2,454 | 3,157 | 38,669 | |||||||||
Less:
|
||||||||||||
Comprehensive income attributable to
non-controlling
interests in properties
|
(602 | ) | (644 | ) | (501 | ) | ||||||
|
|
|
|
|
|
|||||||
Comprehensive income attributable to the Company
|
$
|
1,852 |
$
|
2,513 |
$
|
38,168 | ||||||
|
|
|
|
|
|
Number
of shares of preferred stock |
Preferred
stock |
Number
of shares of common stock |
Common
stock |
Additional
paid-in
capital |
Accumulated
deficit |
Accumulated
other comprehensive income/(loss) |
Total
stockholders’ equity |
Non-controlling
interests in properties |
Total
equity |
|||||||||||||||||||||||||||||||
Balance—January 1, 2018
|
4,480 | $ | 112,000 | 36,012 | $ | 360 | $ | 334,241 | $ |
(86,977
|
) | $ | — | $ | 359,624 | $ | 208 | $ | 359,832 | |||||||||||||||||||||
Restricted stock award grants and vesting
|
— | — | 121 | 1 | 1,641 | (312 | ) | — | 1,330 | — | 1,330 | |||||||||||||||||||||||||||||
Net proceeds from sale of common stock
|
— | — | 3,411 | 34 | 42,868 | — | — | 42,902 | — | 42,902 | ||||||||||||||||||||||||||||||
Common stock dividend distribution declared
|
— | — | — | — | — | (35,567 | ) | — | (35,567 | ) | — | (35,567 | ) | |||||||||||||||||||||||||||
Preferred stock dividend distribution declared
|
— | — | — | — | — | (7,420 | ) | — | (7,420 | ) | — | (7,420 | ) | |||||||||||||||||||||||||||
Minority interest buyout
|
— | — | — | — | (1,624 | ) | — | — | (1,624 | ) | 485 | (1,139 | ) | |||||||||||||||||||||||||||
Contributions
|
— | — | — | — | — | — | — | — | 297 | 297 | ||||||||||||||||||||||||||||||
Distributions
|
— | — | — | — | — | — | — | — | (527 | ) | (527 | ) | ||||||||||||||||||||||||||||
Net income
|
— | — | — | — | — | 38,168 | — | 38,168 | 501 | 38,669 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance—December 31, 2018
|
4,480 | $ | 112,000 | 39,544 | $ | 395 | $ | 377,126 | $ | (92,108 | ) | $ | — | $ | 397,413 | $ | 964 | $ | 398,377 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Restricted stock award grants and vesting
|
— | — | 147 | 1 | 1,280 | (374 | ) | — | 907 | — | 907 | |||||||||||||||||||||||||||||
Net proceeds from sale of common stock
|
— | — | 14,900 | 149 | 198,725 | — | — | 198,874 | — | 198,874 | ||||||||||||||||||||||||||||||
Common stock dividend distribution declared
|
— | — | — | — | — | (44,279 | ) | — | (44,279 | ) | — | (44,279 | ) | |||||||||||||||||||||||||||
Preferred stock dividend distribution declared
|
— | — | — | — | — | (7,420 | ) | — | (7,420 | ) | — | (7,420 | ) | |||||||||||||||||||||||||||
Contributions
|
— | — | — | — | — | — | — | — | 112 | 112 | ||||||||||||||||||||||||||||||
Distributions
|
— | — | — | — | — | — | — | — | (596 | ) | (596 | ) | ||||||||||||||||||||||||||||
Net income
|
— | — | — | — | — | 1,798 | — | 1,798 | 644 | 2,442 | ||||||||||||||||||||||||||||||
Other comprehensive income
|
— | — | — | — | — | — | 715 | 715 | — | 715 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance—December 31, 2019
|
4,480 | $ | 112,000 | 54,591 | $ | 545 | $ | 577,131 | $ | (142,383 | ) | $ | 715 | $ | 548,008 | $ | 1,124 | $ | 549,132 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Restricted stock award grants and vesting
|
— | — | 170 | 2 | 2,531 | (243 | ) | — | 2,290 | — | 2,290 | |||||||||||||||||||||||||||||
Common stock repurchased
|
— | — | (11,364 | ) | (114 | ) | (100,251 | ) | — | — | (100,365 | ) | — | (100,365 | ) | |||||||||||||||||||||||||
Common stock dividend distribution declared
|
— | — | — | — | — | (27,439 | ) | — | (27,439 | ) | — | (27,439 | ) | |||||||||||||||||||||||||||
Preferred stock dividend distribution declared
|
— | — | — | — | — | (7,420 | ) | — | (7,420 | ) | — | (7,420 | ) | |||||||||||||||||||||||||||
Contributions
|
— | — | — | — | — | — | — | — | 52 | 52 | ||||||||||||||||||||||||||||||
Distributions
|
— | — | — | — | — | — | — | — | (829 | ) | (829 | ) | ||||||||||||||||||||||||||||
Net income
|
— | — | — | — | — | 4,527 | — | 4,527 | 602 | 5,129 | ||||||||||||||||||||||||||||||
Other comprehensive loss
|
— | — | — | — | — | — | (2,675 | ) | (2,675 | ) | — | (2,675 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance—December 31, 2020
|
4,480 | $ | 112,000 | 43,397 | $ | 433 | $ | 479,411 | $ | (172,958 | ) | $ | (1,960 | ) | $ | 416,926 | $ | 949 | $ | 417,875 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net income
|
|
$
|
5,129 |
|
|
$
|
2,442 |
|
|
$
|
38,669 |
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
|
|
60,367 |
|
|
|
59,159 |
|
|
|
52,352 |
|
Amortization of deferred financing costs and debt fair value
|
|
|
1,326 |
|
|
|
1,325 |
|
|
|
1,621 |
|
Amortization of above and below market leases
|
|
|
(17 |
)
|
|
|
(27 |
)
|
|
|
(182 |
)
|
Straight-line rent/expense
|
|
|
(3,389 |
)
|
|
|
(5,233 |
)
|
|
|
(4,703 |
)
|
Non-cash
stock compensation
|
|
|
2,332 |
|
|
|
1,742 |
|
|
|
1,416 |
|
Net gain on sale of real estate property
|
|
|
(1,347 |
)
|
|
|
(3,412 |
)
|
|
|
(46,980 |
)
|
Impairment of real estate
|
|
|
—
|
|
|
|
—
|
|
|
|
3,497 |
|
Changes in
non-cash
working capital:
|
||||||||||||
Rents receivable, net
|
|
|
(182 |
)
|
|
|
(1,061 |
)
|
|
|
(1,602 |
)
|
Other assets
|
|
|
53 |
|
|
|
(330 |
)
|
|
|
(353 |
)
|
Accounts payable and accrued liabilities
|
|
|
(4,194 |
)
|
|
|
(5,538 |
)
|
|
|
(910 |
)
|
Deferred rent
|
|
|
702 |
|
|
|
1,022 |
|
|
|
(834 |
)
|
Tenant rent deposits
|
|
|
(857 |
)
|
|
|
(590 |
)
|
|
|
196 |
|
|
|
|
|
|
|
|||||||
Net Cash Provided By Operating Activities
|
|
59,923
|
|
|
49,499
|
|
|
42,187
|
|
|||
|
|
|
|
|
|
|||||||
Cash Flows to Investing Activities:
|
||||||||||||
Additions to real estate properties
|
|
|
(26,352 |
)
|
|
|
(16,002 |
)
|
|
|
(23,586 |
)
|
Acquisition of real estate
|
|
|
—
|
|
|
|
(108,358 |
)
|
|
|
(254,514 |
)
|
Net proceeds from sale of real estate
.
|
|
|
6,340 |
|
|
|
46,364 |
|
|
|
84,839 |
|
Deferred leasing costs
|
|
|
(7,791 |
)
|
|
|
(3,926 |
)
|
|
|
(4,048 |
)
|
|
|
|
|
|
|
|||||||
Net Cash Used In Investing Activities
|
|
|
(27,803
|
)
|
|
|
(81,922
|
)
|
|
|
(197,309
|
)
|
|
|
|
|
|
|
|||||||
Cash Flows (to)/from Financing Activities:
|
||||||||||||
Repurchases of common stock
|
|
|
(100,365 |
)
|
|
|
—
|
|
|
|
—
|
|
Proceeds from sale of common stock
|
|
|
—
|
|
|
|
198,874 |
|
|
|
42,902 |
|
Debt issuance and extinguishment costs
|
|
|
—
|
|
|
|
(1,008 |
)
|
|
|
(2,963 |
)
|
Proceeds from borrowings
|
|
|
130,000 |
|
|
|
154,750 |
|
|
|
398,749 |
|
Repayment of borrowings
|
|
|
(61,330 |
)
|
|
|
(216,336 |
)
|
|
|
(241,820 |
)
|
Shares withheld for payment of taxes on restricted stock unit vesting
|
|
|
(42 |
)
|
|
|
(832 |
)
|
|
|
(87 |
)
|
Minority interest buyout
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,140 |
)
|
Contributions from
non-controlling
interests in properties .
|
|
|
52 |
|
|
|
112 |
|
|
|
297 |
|
Distributions to
non-controlling
interests in properties
|
|
|
(829 |
)
|
|
|
(596 |
)
|
|
|
(527 |
)
|
Dividend distributions paid to stockholders
|
|
|
(41,178 |
)
|
|
|
(48,163 |
)
|
|
|
(42,158 |
)
|
|
|
|
|
|
|
|||||||
Net Cash (Used In)/Provided By Financing Activities
|
|
|
(73,692
|
)
|
|
|
86,801
|
|
|
|
153,253
|
|
|
|
|
|
|
|
|||||||
Net (Decrease)/Increase in Cash, Cash Equivalents and Restricted Cash
|
|
|
(41,572
|
)
|
|
|
54,378
|
|
|
|
(1,869
|
)
|
Cash, Cash Equivalents and Restricted Cash, Beginning of Period
|
|
|
87,523
|
|
|
|
33,145
|
|
|
|
35,014
|
|
|
|
|
|
|
|
|||||||
Cash, Cash Equivalents and Restricted Cash, End of Period
|
|
$
|
45,951
|
|
|
$
|
87,523
|
|
|
$
|
33,145
|
|
|
|
|
|
|
|
|||||||
Reconciliation of Cash, Cash Equivalents and Restricted Cash:
|
||||||||||||
Cash and Cash Equivalents, End of Period
|
|
|
25,305 |
|
|
|
70,129 |
|
|
|
16,138 |
|
Restricted Cash, End of Period
|
|
|
20,646 |
|
|
|
17,394 |
|
|
|
17,007 |
|
|
|
|
|
|
|
|||||||
Cash, Cash Equivalents and Restricted Cash, End of Period
|
|
$
|
45,951
|
|
|
$
|
87,523
|
|
|
$
|
33,145
|
|
|
|
|
|
|
|
|||||||
Supplemental Disclosures of Cash Flow Information:
|
||||||||||||
Cash paid for interest
|
|
$
|
26,454 |
|
|
$
|
28,479 |
|
|
$
|
22,131 |
|
Purchase of additions in real estate properties included in accounts payable
|
|
$
|
7,640 |
|
|
$
|
6,489 |
|
|
$
|
6,791 |
|
Purchase of deferred leasing costs included in accounts payable
|
|
$
|
289 |
|
|
$
|
603 |
|
|
$
|
654 |
|
Debt assumed on acquisition of real estate
|
|
$
|
—
|
|
|
$
|
22,473 |
|
|
$
|
—
|
|
Years
|
||||
Buildings
|
28-50
|
|||
Furniture, fixtures and equipment
|
4-10
|
December 31,
2020 |
December 31,
2019 |
|||||||
Billed receivables
|
$ | 2,239 | $ | 2,880 | ||||
Straight-line receivables
|
30,729 | 29,232 | ||||||
|
|
|
|
|||||
Total rents receivable
|
$
|
32,968
|
|
$
|
32,112
|
|
||
|
|
|
|
Property
|
Date Acquired
|
Percentage Owned
|
||||||
7601 Tech
(1)
|
|
September 2019 |
|
100
%
|
||||
Cascade Station
|
|
June 2019 |
|
100
%
|
||||
Canyon Park
|
|
February 2019 |
|
100
%
|
||||
Camelback Square
|
|
December 2018 |
|
100
%
|
||||
Greenwood Blvd
|
|
December 2018 |
|
100
%
|
||||
Circle Point Land
|
|
December 2018 |
|
100
%
|
||||
The Quad
|
|
July 2018 |
|
100
%
|
||||
Circle Point
|
|
July 2018 |
|
100
%
|
||||
Pima Center
|
|
April 2018 |
|
100
%
|
(1) |
Denver Tech is comprised of 7601 Tech and 7595 Tech (formerly “DTC Crossroads”).
|
Canyon
Park |
Cascade
Station |
7601
Tech |
December 31,
2019 |
|||||||||||||
Land
|
$ | 7,098 | $ | — | $ | 10,865 | $ | 17,963 | ||||||||
Buildings and improvements
|
36,619 | 25,141 | 25,677 | 87,437 | ||||||||||||
Tenant improvements
|
1,797 | 2,080 | 3,858 | 7,735 | ||||||||||||
Lease intangible assets
|
8,109 | 3,134 | 7,401 | 18,644 | ||||||||||||
Other assets
|
10 | 3,164 | 293 | 3,467 | ||||||||||||
Debt
|
— | (697 | ) | — | (697 | ) | ||||||||||
Accounts payable and other liabilities
|
(1,266 | ) | (186 | ) | (668 | ) | (2,120 | ) | ||||||||
Lease intangible liabilities
|
(1,297 | ) | (220 | ) | (79 | ) | (1,596 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net assets acquired
|
$
|
51,070
|
|
$
|
32,416
|
|
$
|
47,347
|
|
$
|
130,833
|
|
||||
|
|
|
|
|
|
|
|
Pima
Center |
Circle
Point |
The
Quad |
Circle Point
Land |
Greenwood
Blvd |
Camelback
Square |
December 31,
2018 |
||||||||||||||||||||||
Land
|
$ | — | $ | 8,744 | $ | 8,079 | $ | 4,937 | $ | 3,945 | $ | 11,738 | $ | 37,443 | ||||||||||||||
Buildings and improvements
|
42,235 | 33,708 | 38,060 | — | 23,741 | 35,532 | 173,276 | |||||||||||||||||||||
Tenant improvements
|
2,898 | 5,393 | 1,798 | — | 2,278 | 2,390 | 14,757 | |||||||||||||||||||||
Lease intangible assets
|
10,691 | 10,299 | 4,209 | — | 4,578 | 4,304 | 34,081 | |||||||||||||||||||||
Other assets
|
95 | 25 | 15 | — | 15 | 10 | 160 | |||||||||||||||||||||
Accounts payable and other liabilities
|
(337 | ) | (1,157 | ) | (527 | ) | (72 | ) | (96 | ) | (421 | ) | (2,610 | ) | ||||||||||||||
Lease intangible liabilities
|
(129 | ) | (390 | ) | (1,247 | ) | — | — | (827 | ) | (2,593 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net assets acquired
|
$
|
55,453
|
|
$
|
56,622
|
|
$
|
50,387
|
|
$
|
4,865
|
|
$
|
34,461
|
|
$
|
52,726
|
|
$
|
254,514
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cherry Creek
|
December 31,
2020 |
|||
Real estate properties, net
|
$ | 40,849 | ||
Deferred leasing costs, net
|
150 | |||
Acquired lease intangible assets, net
|
2,256 | |||
Rents receivable, prepaid expenses and other assets
|
2,799 | |||
|
|
|||
Assets held for sale
|
$ | 46,054 | ||
|
|
|||
Accounts payable, accrued expenses, deferred rent and tenant rent deposits
|
$ | (531 | ) | |
|
|
|||
Liabilities related to assets held for sale
|
$
|
(531) | ||
|
|
Circle Point Land
|
December 31,
2019 |
|||
Real estate properties, net
|
$ | 4,514 | ||
|
|
|||
Assets held for sale
|
$ | 4,514 | ||
|
|
|||
Accounts payable, accrued expenses, deferred rent and tenant rent deposits
|
$ | (67 | ) | |
|
|
|||
Liabilities related to assets held for sale
|
$
|
(67 | ) | |
|
|
Lease Intangible Assets
|
Lease Intangible Liabilities
|
|||||||||||||||||||||||||||
December 31, 2020
|
Above
Market
Leases |
In Place
Leases
|
Leasing
Commissions |
Total
|
Below
Market Leases |
Below
Market Ground Lease |
Total
|
|||||||||||||||||||||
Cost
|
$ | 14,894 | $ | 80,259 | $ | 30,284 | $ | 125,437 | $ | (13,093) | $ | (138) | $ | (13,231) | ||||||||||||||
Accumulated amortization
|
(8,497 | ) | (55,636 | ) | (17,161 | ) | (81,294 | ) | 7,152 | 44 | 7,196 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 6,397 | $ | 24,623 | $ | 13,123 | $ | 44,143 | $ | (5,941) | $ | (94) | $ | (6,035) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Lease Intangible Assets
|
Lease Intangible Liabilities
|
|||||||||||||||||||||||||||
December 31, 2019
|
Above
Market
Leases |
In Place
Leases
|
Leasing
Commissions |
Total
|
Below
Market Leases |
Below
Market Ground Lease |
Total
|
|||||||||||||||||||||
Cost
|
$ | 15,242 | $ | 87,320 | $ | 36,048 | $ | 138,610 | $ | (13,878) | $ | (138) | $ | (14,016) | ||||||||||||||
Accumulated amortization
|
(6,704 | ) | (48,229 | ) | (16,144 | ) | (71,077 | ) | 5,782 | 40 | 5,822 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 8,538 | $ | 39,091 | $ | 19,904 | $ | 67,533 | $ | (8,096) | $ | (98) | $ | (8,194) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
$ | 13,632 | ||
2022
|
8,229 | |||
2023
|
5,355 | |||
2024
|
3,040 | |||
2025
|
2,659 | |||
Thereafter
|
5,193 | |||
|
|
|||
$ | 38,108 | |||
|
|
Property
|
December 31,
2020
|
December 31,
2019 |
Interest Rate as
of December 31,
2020
(1)
|
Maturity
|
||||||||||||
Unsecured Credit Facility
(3)(4)
|
$ | 75,000 | $ | — | LIBOR +1.50 |
%
(2)
|
March 2022 | |||||||||
Term Loan
(4)
|
50,000 | 50,000 | LIBOR +1.40 |
%
(2)
|
September 2024 | |||||||||||
Midland Life Insurance
(5)
|
83,537 | 85,293 | 4.34 | % | May 2021 | |||||||||||
Mission City
|
47,000 | 47,000 | 3.78 | % | November 2027 | |||||||||||
Canyon Park
(6)
|
40,950 | 40,950 | 4.30 | % | March 2027 | |||||||||||
190 Office Center
|
40,236 | 40,854 | 4.79 | % | October 2025 | |||||||||||
Circle Point
|
39,650 | 39,650 | 4.49 | % | September 2028 | |||||||||||
SanTan
|
33,444 | 34,053 | 4.56 | % | March 2027 | |||||||||||
Intellicenter
|
32,442 | 32,971 | 4.65 | % | October 2025 | |||||||||||
The Quad
|
30,600 | 30,600 | 4.20 | % | September 2028 | |||||||||||
FRP Collection
|
28,263 | 28,969 | 3.10 | % | September 2023 | |||||||||||
2525 McKinnon
|
27,000 | 27,000 | 4.24 | % | April 2027 | |||||||||||
Greenwood Blvd
|
22,425 | 22,425 | 3.15 | % | December 2025 | |||||||||||
Cascade Station
|
21,952 | 22,304 | 4.55 | % | May 2024 | |||||||||||
5090 N
.
40th St
|
21,640 | 22,000 | 3.92 | % | January 2027 | |||||||||||
AmberGlen
|
20,000 | 20,000 | 3.69 | % | May 2027 | |||||||||||
Lake Vista Pointe
|
17,375 | 17,717 | 4.28 | % | August 2024 | |||||||||||
Central Fairwinds
|
17,127 | 17,534 | 3.15 | % | June 2024 | |||||||||||
FRP Ingenuity Drive
|
16,736 | 17,000 | 4.44 | % | December 2024 | |||||||||||
Carillon Point
|
15,585 | 15,972 | 3.10 | % | October 2023 | |||||||||||
|
|
|
|
|||||||||||||
Total Principal
|
680,962 | 612,292 | ||||||||||||||
Deferred financing costs, net
|
(4,195 | ) | (5,660 | ) | ||||||||||||
Unamortized fair value adjustments
|
475 | 618 | ||||||||||||||
|
|
|
|
|||||||||||||
Total
|
$ | 677,242 | $ | 607,250 | ||||||||||||
|
|
|
|
(1) |
All interest rates are fixed interest rates with the exception of the Unsecured Credit Facility (“Unsecured Credit Facility”) and the Term Loan (as defined herein), as explained in footnotes 3 and 4 below.
|
(2) |
As of December 31, 2020, the
one-month
LIBOR rate was 0.14%.
|
(3) |
In March 2018, the Company entered into the Credit Agreement for the Unsecured Credit Facility that provides for commitments of up to $250
2022
March 2023
at the Company’s option upon meeting certain conditions. Borrowings under the Unsecured Credit Facility bear interest at a rate equal to the LIBOR rate plus a margin of between 140 to 225 basis points depending upon the Company’s consolidated leverage ratio. As of December 31 2020, the Unsecured Credit Facility had $75.0
|
(4) |
In September 2019, the Company entered into a five-year $50
30-day
LIBOR payments.
|
(5) |
The mortgage loan is cross-collateralized by Cherry Creek, City Center and 7595 Tech (formerly “DTC Crossroads”).
In February 2021, the loan balance of
$83.5
|
(6) |
The mortgage loan anticipated repayment date (“ARD”) is March 1, 2027. The final scheduled maturity date can be extended up to 5 years beyond the ARD. If the loan is not paid off at ARD, loan’s interest rate shall be adjusted to the greater of (i) the initial interest rate plus 200 basis points or (ii) the yield on the five year “on the run” treasury reported by Bloomberg market data service plus 450 basis points.
|
2021
|
$ | 89,304 | ||
2022
|
81,529 | |||
2023
|
48,529 | |||
2024
|
124,725 | |||
2025
|
92,036 | |||
Thereafter
|
244,839 | |||
|
|
|||
$ | 680,962 | |||
|
|
Years Ended
December 31, |
||||||||
2020
|
2019
|
|||||||
Fixed payments
|
$ | 137,247 | $ | 132,540 | ||||
Variable payments
|
23,502 | 20,990 | ||||||
|
|
|
|
|||||
$ | 160,749 | $ | 153,530 | |||||
|
|
|
|
2021
|
$ | 125,736 | ||
2022
|
108,493 | |||
2023
|
91,708 | |||
2024
|
72,312 | |||
2025
|
56,709 | |||
Thereafter
|
146,488 | |||
|
|
|||
$ | 601,446 | |||
|
|
December 31,
2020 |
December 31,
2019 |
|||||||
Right-of-use
|
$ | 12,739 | $ | 13,130 | ||||
Lease liability – operating leases
|
$ | 7,719 | $ | 8,033 | ||||
Right-of-use
|
$ | 55 | $ | 79 | ||||
Lease liability – financing leases
|
$ | 55 | $ | 79 |
Operating
Leases |
Financing
Leases |
|||||||
2021
|
$ | 552 | $ | 27 | ||||
2022
|
798 | 27 | ||||||
2023
|
663 | 4 | ||||||
2024
|
597 | — | ||||||
2025
|
596 | — | ||||||
Thereafter
|
26,084 | — | ||||||
|
|
|
|
|||||
Total future minimum lease payments
|
29,290 | 58 | ||||||
Discount
|
(21,571 | ) | (3 | ) | ||||
|
|
|
|
|||||
Total
|
$ | 7,719 | $ | 55 | ||||
|
|
|
|
Years ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Net income
|
$ | 5,129 | $ | 2,442 | $ | 38,669 | ||||||
Less: Net income attributable to noncontrolling interests in properties
|
(602 | ) | (644 | ) | (501 | ) | ||||||
Less: Net income attributable to Preferred stockholders
|
(7,420 | ) | (7,420 | ) | (7,420 | ) | ||||||
|
|
|
|
|
|
|||||||
Numerator for basic and diluted EPS
|
$ | (2,893 | ) | $ | (5,622 | ) | $ | 30,748 | ||||
|
|
|
|
|
|
|||||||
Denominator for basic EPS
|
47,223 | 43,997 | 37,321 | |||||||||
Dilutive effect of RSUs
|
— | — | 349 | |||||||||
Denominator for dilutive EPS
|
$
|
47,223 |
$
|
43,997 |
$
|
37,670 | ||||||
|
|
|
|
|
|
|||||||
Net (loss)/income per common share:
|
||||||||||||
Basic
|
$ | (0.06 | ) | $ | (0.13 | ) | $ | 0.82 | ||||
Dilutive
|
$ | (0.06 | ) | $ | (0.13 | ) | $ | 0.82 |
Period
|
Distribution per
Common Share/Unit |
Declaration Date
|
Record Date
|
Payment Date
|
||||||||||||
January 1, 2020 – March 31, 2020
|
$ | 0.15 | March 25, 2020 | April 9, 2020 | April 24, 2020 | |||||||||||
April 1, 2020 – June 30, 2020
|
0.15 | June 12, 2020 | July 10, 2020 | July 24, 2020 | ||||||||||||
July 1, 2020 – September 30, 2020
|
0.15 | September 15, 2020 | October 8, 2020 | October 22, 2020 | ||||||||||||
October 1, 2020 – December 31, 2020
|
0.15 | December 15, 2020 | January 11, 2021 | January 25, 2021 | ||||||||||||
|
|
|||||||||||||||
Total
|
$ | 0.60 | ||||||||||||||
|
|
2020 Quarters
|
||||||||||||||||
Fourth
|
Third
|
Second
|
First
|
|||||||||||||
Revenue
|
$ | 39,840 |
$
|
41,261 | $ | 39,617 | $ | 40,122 | ||||||||
Net income
|
461 | 3,039 | 623 | 1,006 | ||||||||||||
Net (loss)/income attributable to common stockholders
|
(1,482 | ) | 1,031 | (1,411 | ) | (1,031 | ) | |||||||||
Net (loss)/income per share
|
(0.03 | ) | 0.02 | (0.03 | ) | (0.02 | ) | |||||||||
2019 Quarters
|
||||||||||||||||
Fourth
|
Third
|
Second
|
First
|
|||||||||||||
Revenue
|
$ | 39,060 | $ | 38,946 | $ | 41,171 | $ | 37,120 | ||||||||
Net income/(loss)
|
2,988 | (947 | ) | 1,321 | (920 | ) | ||||||||||
Net income/(loss) attributable to common stockholders
|
987 | (2,966 | ) | (699 | ) | (2,944 | ) | |||||||||
Net income/(loss) per share
|
0.02 | (0.07 | ) | (0.02 | ) | (0.07 | ) |
Intial Costs to Company
|
Costs
Capitalized Subsequent to Acquisition |
Gross Amount at Which
Carried as of December 31,
2020
(1)
|
Accumulated
Amortization |
Year of
Construction |
Year
Acquired |
|||||||||||||||||||||||||||||||||||
Description
|
Encumbrances
(2)
|
Land
|
Buildings and
Improvements |
Improvements
|
Land
|
Building and
Improvements |
Total
(3)
|
|||||||||||||||||||||||||||||||||
AmberGlen
|
$ | 20,000 | $ | 6,546 | $ | 3,490 | $ | 2,919 | $ | 6,546 | $ | 6,409 | $ | 12,955 | $ | 3,226 |
1984-1998
|
2009 | ||||||||||||||||||||||
City Center
|
22,492 | 3,123 | 10,656 | 10,321 | 3,123 | 20,977 | 24,100 | 8,397 | 1984 | 2010 | ||||||||||||||||||||||||||||||
Central Fairwinds
|
17,127 | 1,747 | 9,751 | 6,833 | 1,747 | 16,584 | 18,331 | 5,072 | 1982 | 2012 | ||||||||||||||||||||||||||||||
Lake Vista Pointe
|
17,375 | 4,115 | 20,600 | 196 | 4,115 | 20,796 | 24,911 | 6,128 | 2007 | 2014 | ||||||||||||||||||||||||||||||
Florida Research Park
(4)
|
44,999 | 11,446 | 56,475 | 3,518 | 11,446 | 59,993 | 71,439 | 11,562 | 1999 | 2014; 2016 | ||||||||||||||||||||||||||||||
Superior Pointe
|
— | 3,153 | 19,834 | 1,971 | 3,153 | 21,805 | 24,958 | 4,372 | 2000 | 2015 | ||||||||||||||||||||||||||||||
Denver Tech
(5)
|
15,142 | 18,002 | 52,719 | 8,397 | 18,002 | 61,116 | 79,118 | 6,901 | 1999; 1997 | 2015; 2019 | ||||||||||||||||||||||||||||||
190 Office Center
|
40,236 | 7,162 | 39,690 | 1,609 | 7,162 | 41,299 | 48,461 | 6,357 | 2001 | 2015 | ||||||||||||||||||||||||||||||
Intellicenter
|
32,442 | 5,244 | 34,278 | 87 | 5,244 | 34,365 | 39,609 | 5,765 | 2008 | 2015 | ||||||||||||||||||||||||||||||
Carillon Point
|
15,585 | 5,172 | 17,316 | 227 | 5,172 | 17,543 | 22,715 | 4,040 | 2007 | 2016 | ||||||||||||||||||||||||||||||
Park Tower
|
— | 3,479 | 68,656 | 16,138 | 3,479 | 84,794 | 88,273 | 13,348 | 1973 | 2016 | ||||||||||||||||||||||||||||||
5090 N 40th St
|
21,640 | 6,696 | 32,123 | 3,213 | 6,696 | 35,336 | 42,032 | 4,136 | 1988 | 2016 | ||||||||||||||||||||||||||||||
SanTan
|
33,444 | 6,803 | 37,187 | 4,999 | 6,803 | 42,186 | 48,989 | 7,314 | 2000-2003 | 2016 | ||||||||||||||||||||||||||||||
2525 McKinnon
|
27,000 | 10,629 | 34,515 | 2,396 | 10,629 | 36,911 | 47,540 | 3,949 | 2003 | 2017 | ||||||||||||||||||||||||||||||
Mission City
|
47,000 | 25,741 | 41,474 | 8,756 | 25,741 | 50,230 | 75,971 | 9,010 | 1990-2007 | 2017 | ||||||||||||||||||||||||||||||
Sorrento Mesa
|
— | 34,305 | 36,726 | 4,143 | 34,305 | 40,869 | 75,174 | 6,287 | 1985-2001 | 2017 | ||||||||||||||||||||||||||||||
Papago Tech
|
— | 10,746 | 19,762 | 775 | 10,746 | 20,537 | 31,283 | 3,193 | 1993-1995 | 2017 | ||||||||||||||||||||||||||||||
Pima Center
|
— | — | 45,133 | 2,431 |
-
|
47,564 | 47,564 | 4,883 | 2006-2008 | 2018 | ||||||||||||||||||||||||||||||
Circle Point
|
39,650 | 9,320 | 39,101 | 2,995 | 9,320 | 42,096 | 51,416 | 4,934 | 2001 | 2018 | ||||||||||||||||||||||||||||||
The Quad
|
30,600 | 8,079 | 39,858 | 129 | 8,079 | 39,987 | 48,066 | 3,486 | 1982 | 2018 | ||||||||||||||||||||||||||||||
Greenwood Blvd
|
22,425 | 3,945 | 26,019 | 1,224 | 3,945 | 27,243 | 31,188 | 1,864 | 1997 | 2018 | ||||||||||||||||||||||||||||||
Camelback Square
|
— | 11,738 | 37,922 | 5,842 | 11,738 | 43,764 | 55,502 | 2,754 | 1978 | 2018 | ||||||||||||||||||||||||||||||
Canyon Park
|
40,950 | 7,098 | 38,416 | 4,197 | 7,098 | 42,613 | 49,711 | 2,537 | 1993; 1999 | 2019 | ||||||||||||||||||||||||||||||
Cascade Station
|
21,952 | — | 27,220 | 283 | — | 27,503 | 27,503 | 1,705 | 2008-2009 | 2019 | ||||||||||||||||||||||||||||||
Corporate
|
125,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total
|
$ | 635,059 | $ | 204,289 | $ | 788,921 | $ | 93,599 | $ | 204,289 | $ | 882,520 | $ | 1,086,809 | $ | 131,220 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The aggregate cost for federal tax purposes as of December 31, 2020 of our real estate assets was approximately $1.1 billion.
|
(2) |
Encumbrances exclude net deferred financing costs of $4.2
|
(3) |
Properties identified as held for sale at December 31, 2020 are excluded.
|
(4) |
Florida Research Park is comprised of FRP Ingenuity Drive
|
(5) |
Denver Tech is comprised of 7601 Tech
.
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Real Estate Properties
|
|
|
|
|||||||||
Balance, beginning of year
|
|
$
|
1,109,173
|
|
|
$
|
1,005,647
|
|
|
$
|
776,301
|
|
Acquisitions
|
|
|
—
|
|
|
|
113,134
|
|
|
|
225,476
|
|
Dispositions
|
|
|
(1,993
|
)
|
|
|
(27,585
|
)
|
|
|
(5,715
|
)
|
Capital improvements
|
|
|
27,503
|
|
|
|
22,491
|
|
|
|
30,378
|
|
Assets held for sale
|
|
|
(47,874
|
)
|
|
|
(4,514
|
)
|
|
|
(20,793
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
1,086,809
|
|
|
$
|
1,109,173
|
|
|
$
|
1,005,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation
|
|
|
|
|||||||||
Balance, beginning of year
|
|
$
|
101,835
|
|
|
$
|
70,484
|
|
|
$
|
48,234
|
|
Depreciation
|
|
|
38,372
|
|
|
|
35,531
|
|
|
|
29,196
|
|
Dispositions
|
|
|
(1,962
|
)
|
|
|
(4,180
|
)
|
|
|
(2,301
|
)
|
Depreciation on assets held for sale
|
|
|
(7,025
|
)
|
|
|
—
|
|
|
|
(4,645
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
131,220
|
|
|
$
|
101,835
|
|
|
$
|
70,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
Exhibit
Number |
|
Description
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
21.1
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101.INS
|
|
INSTANCE DOCUMENT**
|
101.SCH
|
|
SCHEMA DOCUMENT**
|
101.CAL
|
|
CALCULATION LINKBASE DOCUMENT**
|
101.LAB
|
|
LABELS LINKBASE DOCUMENT**
|
101.PRE
|
|
PRESENTATION LINKBASE DOCUMENT**
|
101.DEF
|
|
DEFINITION LINKBASE DOCUMENT**
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*
|
† |
Filed Herewith.
|
* |
Compensatory Plan or arrangement
|
** |
Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.
|
CITY OFFICE REIT, INC. | ||||||
Date: February 25, 2021 | By: |
/s/ James Farrar
|
||||
James Farrar | ||||||
Chief Executive Officer and Director |
Name
|
Title
|
Date
|
||
/s/ James Farrar
James Farrar
|
Chief Executive Officer and Director (Principal Executive Officer)
|
February 25, 2021 | ||
/s/ Anthony Maretic
Anthony Maretic
|
Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
February 25, 2021 | ||
/s/ John McLernon
John McLernon
|
Independent Director, Chairman of Board of Directors
|
February 25, 2021 | ||
/s/ Mark Murski
Mark Murski
|
Independent Director
|
February 25, 2021 | ||
/s/ William Flatt
William Flatt
|
Independent Director
|
February 25, 2021 | ||
/s/ John Sweet
John Sweet
|
Independent Director
|
February 25, 2021 | ||
/s/ Sabah Mirza
Sabah Mirza
|
Independent Director
|
February 25, 2021 |
1 Year City Office REIT Chart |
1 Month City Office REIT Chart |
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