UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2014
City Office REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland |
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001-36409 |
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98-1141883 |
(State or other jurisdiction
of incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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1075 West Georgia Street, Suite 2600,
Vancouver, British Columbia, |
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V6E 3C9 |
(Address of principal executive offices) |
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(Zip Code) |
(604) 806-3366
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Form 8-K/A amends and supplements the Registrants Form 8-K, as filed on July 24, 2014, to include
historical financial statements and unaudited pro forma financial information, required by Item 9.01 (a) and (b), for the Registrants acquisition of a 163,336 square foot office property in the Lewisville submarket of Dallas, Texas.
Item 9.01 Financial |
Statements and Exhibits. |
(a) |
Financial Statements of Property Acquired |
The following Statement of Revenues and Certain
Expenses is set forth in Exhibit 99.1 which are attached hereto and incorporated by reference.
Report of Independent Auditors.
Statement of Revenues and Certain Expenses for the six months ended June 30, 2014 and the year ended December 31, 2013.
Notes to the Statement of Revenues and Certain Expenses for the six months ended June 30, 2014 and the year ended December 31, 2013.
(b) |
Pro Forma Financial Information |
The following pro forma financial statements are set forth in
Exhibit 99.2 which are attached and incorporated herein by reference.
Unaudited Pro Forma Consolidated Balance Sheet as of
June 30, 2014.
Unaudited Pro Forma Consolidated and Combined Statement of Operations for the six months ended June 30, 2014 and
the year ended December 31, 2013.
Notes to Unaudited Pro Forma Consolidated and Combined Financial Statements.
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Exhibit
Number |
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Description |
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99.1 |
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Financial Statements of Property Acquired |
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99.2 |
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Unaudited Pro Forma Financial Information |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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CITY OFFICE REIT, INC. |
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Date: October 2, 2014 |
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By: |
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/s/ James Farrar |
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Name: |
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James Farrar |
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Title: |
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Chief Executive Officer |
Exhibit 99.1
REPORT OF INDEPENDENT AUDITORS
To the
Board of Directors of City Office REIT, Inc.
We have audited the accompanying statement of revenue and certain expenses of Lake Vista
Pointe (the Property) for the year ended December 31, 2013, and the related notes to the financial statement.
Managements Responsibility
for the Financial Statements
Management is responsible for the preparation and fair presentation of the statement of revenues and
certain expenses in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the statements of revenues and
certain expenses that are free of material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on the statement of revenues and certain expenses based on our audit. We conducted our audit in
accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses are free of material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statement of
revenues and certain expenses. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the statements of revenues and certain expenses, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control relevant to the Propertys preparation and fair presentation of the statement of revenues and certain expenses in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Propertys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the statement of
revenue and certain expenses referred to above presents fairly, in all material respects, the revenue and certain expenses, as described in note 2, for the year ended December 31, 2013 in conformity with U.S. generally accepted accounting
principles.
1
Basis of Accounting
As described in note 2 to the financial statements, the statement of revenue and certain expenses has been prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of City Office REIT, Inc., and is not intended to be a complete presentation of the Propertys revenues and expenses. Our opinion
is not modified in this respect.
/s/ KPMG LLP
Vancouver,
Canada
October 1, 2014
2
LAKE VISTA POINTE, DALLAS
STATEMENT OF REVENUES AND CERTAIN EXPENSES
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Year Ended December 31, 2013 |
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Six Months Ended June 30, 2014 (Unaudited) |
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Revenues: |
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Rental revenue |
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$ |
1,975,481 |
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$ |
1,222,791 |
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Total Revenues |
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1,975,481 |
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1,222,791 |
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Certain Expenses: |
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Property operating expenses |
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520,172 |
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252,324 |
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Insurance |
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39,851 |
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19,591 |
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Property taxes |
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368,526 |
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184,141 |
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Management fees |
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79,696 |
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22,404 |
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Total Certain Expenses |
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1,008,245 |
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478,460 |
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Revenues in Excess of Certain Expenses |
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$ |
967,236 |
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$ |
744,331 |
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See accompanying notes to statement of revenues and certain expenses.
3
LAKE VISTA POINTE, DALLAS
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
1. Organization
The accompanying statements of revenue and certain expenses include the operations of Lake Vista Pointe (the Property) which
consists of a two-story office building and parking spaces. The Property is located in a suburban market of Dallas, Texas.
2. Basis of Presentation and Significant Accounting Policies
The accompanying statements of revenue and certain expenses (the statements) have been prepared for the purpose of complying
with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended. The statements are not intended to be a complete presentation of the revenues and expenses of the Property. Accordingly, the statements exclude expenses not
directly related to the future operations of the Property such as depreciation and amortization, amortization of intangible assets and liabilities, asset management fees, finance costs, and other costs not directly related to the proposed future
operations of the property.
Revenue Recognition
Minimum rental revenue is recognized on a straight-line basis over the term of the leases. The leases provide for the reimbursement by the tenants of real
estate taxes, insurance and certain property operating expenses to the owner of the Property. These reimbursements are recognized as revenue in the period the expenses are incurred.
The Property decreased rental income by $637,809 and increased rental income by $489,079 to record revenue on a straightline basis during the year ended
December 31, 2013 and six months ended June 30, 2014, respectively.
Use of Estimates
The preparation of the statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the statements and accompanying notes. Actual results could differ from those estimates.
Unaudited interim statement
The statement of
revenue and certain expenses for the six months ended June 30, 2014 is unaudited. In the opinion of management, the statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments
are of a normal recurring nature
3. Rental Revenue
The Property is leased to a single tenant under an operating lease, which expires in 2021. One tenant accounted for 100% of rental income as
of December 31, 2013. The minimum rental amounts due under the lease are subject to scheduled fixed increases. The lease is on a triple net basis such that the tenant is responsible for certain operating costs and real estate taxes. The
Property remains liable for certain expenditures should the tenant default on its obligation to pay them. Future minimum rents to be received over each of the next five years and thereafter under the non-cancelable operating lease in effect as of
December 31, 2013 are as follows:
4
LAKE VISTA POINTE, DALLAS
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
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Year ending December 31, |
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2014 |
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$ |
1,299,259 |
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2015 |
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2,259,481 |
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2016 |
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2,341,149 |
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2017 |
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2,422,817 |
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2018 |
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2,504,485 |
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Thereafter |
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6,152,323 |
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Total |
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$ |
16,979,514 |
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Leases generally require reimbursement of the tenants proportional share of common area, real estate taxes and other
operating expenses which are in excess of a base year operating expense amount. These reimbursements are excluded from the amounts above.
4. Subsequent Events
The Property has evaluated subsequent events through October 1, 2014, the date the statements were available to be issued. The Property
was acquired by City Office REIT Inc. on July 18, 2014 from a nonaffiliated third party for approximately $28.4 million.
5
Exhibit 99.2
City Office REIT, Inc.
Pro Forma Consolidated and Combined Financial Statements
(Unaudited)
As previously announced, on
July 18, 2014, City Office REIT, Inc. closed on the acquisition of a two-storey, 163,336 square foot office building in the Lewisville submarket of Dallas, Texas (Lake Vista Pointe). The contract purchase price for the two-storey
building office property was $28.4 million, exclusive of closing costs. The Company funded 35% of the purchase with cash and 65% through debt. Lake Vista Pointe is 100% leased to Ally Financial, Inc.
The accompanying unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2014 reflects the acquisition of Lake Vista Pointe as if the purchase had
occurred on June 30, 2014. The unaudited Pro Forma Consolidated and Combined Statements of Operations for the six months ended June 30, 2014 and the year ended December 31, 2013, reflects the acquisition of Lake Vista Pointe as if the
purchase had occurred on January 1, 2013. The Pro Forma Consolidated Balance Sheet and Consolidated and Combined Statement of Operations for the six months ended June 30, 2014 of the Company, prior to the Lake Vista Pointe acquisition has
been derived from the unaudited Pro Forma Consolidated Balance Sheet and Consolidated and Combined Statement of Operations included in the Companys Quarterly Report on Form 10-Q for the six months ended June 30, 2014, filed with the SEC
on August 14, 2014. The accompanying unaudited Pro Forma Consolidated and Combined Statement of Operations for the year ended December 31, 2013 of the Company, prior to the Lake Vista Pointe acquisition was derived from the unaudited Pro
Forma Consolidated and Combined Statement of Operations for the year ended December 31, 2013, included in the Companys Prospectus filing on Form 424B4 filed with the SEC on April 16, 2014. The unaudited Pro Forma Consolidated and
Combined Statement of Operations for the six months ended June 30, 2014 and the year ended December 31, 2013 include the Plaza 25 acquisition on a Pro Forma basis as explained in Note 3.
Pro forma information is intended to provide investors with information about the impact of transactions by showing how specific transactions might have
affected historical financial statements, illustrating the scope of the change in the historical financial position and results of operations. The adjustments made to historical financial information give effect to events that are directly
attributable to the acquisition of the property and are factually supportable. The unaudited Pro Forma Consolidated and Combined Financial Statements are prepared in accordance with Article 11 of Regulation S-X.
The unaudited Pro Forma Consolidated and Combined Financial Statements set forth below are not fact and there can be no assurance that the Companys
results would not have differed significantly from those set forth below if the acquisition had actually occurred on January 1, 2013. Accordingly, the unaudited Pro Forma Consolidated and Combined Financial Statements are presented for illustrative
purposes only and do not purport to represent, and are not necessarily indicative of, what our actual financial position and results of operations would have been had the acquisition of the property occurred on the dates indicated, nor are they
indicative of our future financial position or results of operations. Readers are cautioned not to place undue reliance on such information and the Company makes no representations regarding the information set forth below or its ultimate
performance compared to it. The unaudited Pro Forma Consolidated and Combined Financial Statements exclude any non-recurring charges or credits directly attributable to the acquisition.
City Office REIT, Inc.
Pro Forma Consolidated Balance Sheet
As of June 30, 2014
(Unaudited)
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Pro Forma City Office REIT Inc. Prior to Acquisition |
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Lake Vista Pointe Acquisition |
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Pro Forma Reflecting Acquisition |
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Assets |
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Real estate properties, net |
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$ |
167,095,617 |
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$ |
23,013,392 |
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(A |
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$ |
190,109,009 |
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Cash and cash equivalents |
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10,175,937 |
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(8,111,991 |
) |
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(C |
) |
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2,063,946 |
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Restricted cash |
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12,809,664 |
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12,809,664 |
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Rents receivable, net |
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6,287,588 |
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6,287,588 |
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Deferred financing costs, net of accumulated amortization |
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2,734,641 |
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333,201 |
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(C |
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3,067,842 |
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Deferred leasing costs, net of accumulated amortization |
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2,482,529 |
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2,482,529 |
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Acquired lease intangibles assets, net |
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25,281,548 |
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3,682,828 |
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(A |
) |
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28,964,376 |
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Prepaid expenses and other assets |
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2,386,945 |
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29,610 |
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(B |
) |
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2,416,555 |
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Total Assets |
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$ |
229,254,469 |
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$ |
18,947,040 |
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$ |
248,201,509 |
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Liabilities and Equity |
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Liabilities: |
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Debt |
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$ |
155,002,462 |
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$ |
18,460,000 |
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(C |
) |
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$ |
173,462,462 |
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Accounts payable and accrued liabilities |
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4,817,775 |
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388,159 |
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(B |
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5,205,934 |
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Deferred rent |
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438,770 |
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|
98,881 |
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(B |
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537,651 |
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Tenant rent deposits |
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1,861,194 |
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1,861,194 |
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Acquired lease intangibles liability, net |
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692,085 |
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692,085 |
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Dividends payable |
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2,094,400 |
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2,094,400 |
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Earn-out liability |
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7,057,351 |
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7,057,351 |
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Total Liabilities |
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171,964,037 |
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18,947,040 |
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190,911,077 |
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Commitments and Contingencies |
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Equity |
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Stockholders Equity: |
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Common stock, $0.01 par value, 100,000,000 shares authorized, 8,192,915 shares issued and outstanding |
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81,939 |
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81,939 |
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Additional paid in capital |
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45,121,480 |
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45,121,480 |
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Accumulated deficit |
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(3,443,504 |
) |
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(3,443,504 |
) |
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Total Stockholders and Predecessor Equity |
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41,759,915 |
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41,759,915 |
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Operating Partnership noncontrolling interests |
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16,274,888 |
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16,274,888 |
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Noncontrolling interests in properties |
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(744,371 |
) |
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(744,371 |
) |
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Total Equity |
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57,290,432 |
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57,290,432 |
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Total Liabilities and Stockholder Equity |
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$ |
229,254,469 |
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|
$ |
18,947,040 |
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|
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$ |
248,201,509 |
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|
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City Office REIT, Inc.
Pro Forma Consolidated and Combined Statement of Operations
For the Six Months Ended June 30, 2014
(Unaudited)
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Pro Forma City Office REIT Inc. Prior to Acquisitions |
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Lake Vista Pointe Acquisition (Note 2) |
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Second Quarter Acquisition - Plaza 25 (Note 3) |
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Pro Forma Reflecting Acquisitions |
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Revenue: |
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Rental income |
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$14,951,033 |
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$778,084 |
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$1,522,682 |
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|
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$17,251,799 |
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Expense reimbursement |
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|
952,814 |
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|
|
444,707 |
|
|
|
87,631 |
|
|
|
1,485,152 |
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Other |
|
|
471,822 |
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|
|
|
|
|
|
3,551 |
|
|
|
475,373 |
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Total Revenues |
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16,375,669 |
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|
|
1,222,791 |
|
|
|
1,613,864 |
|
|
|
19,212,324 |
|
Operating Expenses: |
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|
|
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|
|
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|
|
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Property operating expenses |
|
|
4,522,074 |
|
|
|
252,324 |
|
|
|
558,365 |
|
|
|
5,332,763 |
|
Insurance |
|
|
322,426 |
|
|
|
19,591 |
|
|
|
14,912 |
|
|
|
356,929 |
|
Property taxes |
|
|
1,022,312 |
|
|
|
184,141 |
|
|
|
231,003 |
|
|
|
1,437,456 |
|
Property management fees |
|
|
393,779 |
|
|
|
22,404 |
|
|
|
29,943 |
|
|
|
446,126 |
|
Acquisition costs |
|
|
1,150,147 |
|
|
|
|
|
|
|
|
|
|
|
1,150,147 |
|
Base management fee |
|
|
185,176 |
|
|
|
|
|
|
|
|
|
|
|
185,176 |
|
Stock based compensation |
|
|
285,142 |
|
|
|
|
|
|
|
|
|
|
|
285,142 |
|
General and administrative |
|
|
414,303 |
|
|
|
|
|
|
|
|
|
|
|
414,303 |
|
Depreciation and amortization |
|
|
6,575,784 |
|
|
|
619,387 |
|
|
|
878,554 |
|
|
|
8,073,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
|
14,871,143 |
|
|
|
1,097,847 |
|
|
|
1,712,777 |
|
|
|
17,681,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
1,504,526 |
|
|
|
124,944 |
|
|
|
(98,913 |
) |
|
|
1,530,557 |
|
Interest Expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual interest expense |
|
|
(3,954,535 |
) |
|
|
(395,044 |
) |
|
|
|
|
|
|
(4,349,579 |
) |
Amortization of deferred financing costs |
|
|
(1,129,046 |
) |
|
|
|
|
|
|
|
|
|
|
(1,129,046 |
) |
Loss on early extinguishment of Predecessor debt |
|
|
(1,654,826 |
) |
|
|
|
|
|
|
|
|
|
|
(1,654,826 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,738,407 |
) |
|
|
(395,044 |
) |
|
|
|
|
|
|
(7,133,451 |
) |
Change in fair value of earn-out |
|
|
(104,865 |
) |
|
|
|
|
|
|
|
|
|
|
(104,865 |
) |
Gain on equity investment |
|
|
4,474,644 |
|
|
|
|
|
|
|
|
|
|
|
4,474,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(864,102 |
) |
|
|
(270,100 |
) |
|
|
(98,913 |
) |
|
|
(1,233,115 |
) |
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to noncontrolling interests in properties |
|
|
78,970 |
|
|
|
|
|
|
|
|
|
|
|
78,970 |
|
Net income attributable to Predecessor |
|
|
(1,973,197 |
) |
|
|
|
|
|
|
|
|
|
|
(1,973,197 |
) |
Net loss attributable to Operating Partnership unitholders noncontrolling interests |
|
|
814,127 |
|
|
|
|
|
|
|
|
|
|
|
814,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to stockholders |
|
|
$(1,944,202 |
) |
|
|
$(270,100 |
) |
|
|
$(98,913 |
) |
|
|
$(2,313,215 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma weighted average common shares outstanding - basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,057,521 |
|
Pro forma basic and diluted loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ (0.29 |
) |
City Office REIT, Inc.
Pro Forma Consolidated and Combined Statement of Operations
For the Year Ended December 31, 2013
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma City Office REIT Inc. Prior to Acquisitions |
|
|
Lake Vista Pointe Acquisition (Note 2) |
|
|
Second Quarter Acquisition - Plaza 25 (Note 3) |
|
|
Pro Forma Reflecting Acquisitions |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
29,598,376 |
|
|
$ |
1,178,787 |
|
|
$ |
3,000,086 |
|
|
$ |
33,777,249 |
|
Expense reimbursement |
|
|
2,185,817 |
|
|
|
796,694 |
|
|
|
184,733 |
|
|
|
3,167,244 |
|
Other |
|
|
785,162 |
|
|
|
|
|
|
|
4,841 |
|
|
|
790,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
|
32,569,355 |
|
|
|
1,975,481 |
|
|
|
3,189,660 |
|
|
|
37,734,496 |
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
8,873,869 |
|
|
|
520,172 |
|
|
|
1,136,854 |
|
|
|
10,530,895 |
|
Insurance |
|
|
610,906 |
|
|
|
39,851 |
|
|
|
34,131 |
|
|
|
684,888 |
|
Property taxes |
|
|
1,805,440 |
|
|
|
368,526 |
|
|
|
543,211 |
|
|
|
2,717,177 |
|
Property acquisition costs |
|
|
1,479,292 |
|
|
|
|
|
|
|
|
|
|
|
1,479,292 |
|
Base management fee |
|
|
951,365 |
|
|
|
|
|
|
|
|
|
|
|
951,365 |
|
General and administrative |
|
|
1,477,000 |
|
|
|
|
|
|
|
|
|
|
|
1,477,000 |
|
Property management fees |
|
|
665,325 |
|
|
|
79,696 |
|
|
|
63,914 |
|
|
|
808,935 |
|
Stock based compensation |
|
|
1,467,792 |
|
|
|
|
|
|
|
|
|
|
|
1,467,792 |
|
Depreciation and amortization |
|
|
13,065,765 |
|
|
|
1,248,073 |
|
|
|
2,124,311 |
|
|
|
16,438,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
|
30,396,754 |
|
|
|
2,256,318 |
|
|
|
3,902,421 |
|
|
|
36,555,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
2,172,601 |
|
|
|
(280,837 |
) |
|
|
(712,761 |
) |
|
|
1,179,003 |
|
Canadian offering costs |
|
|
(1,983,195 |
) |
|
|
|
|
|
|
|
|
|
|
(1,983,195 |
) |
Interest expense, net |
|
|
(7,197,139 |
) |
|
|
(790,088 |
) |
|
|
|
|
|
|
(7,987,227 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(7,007,733 |
) |
|
|
(1,070,925 |
) |
|
|
(712,761 |
) |
|
|
(8,791,419 |
) |
Net income Attributable to properties |
|
|
(190,624 |
) |
|
|
|
|
|
|
|
|
|
|
(190,624 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,198,357 |
) |
|
|
(1,070,925 |
) |
|
|
(712,761 |
) |
|
|
(8,982,043 |
) |
Net loss Attributable to Noncontrolling Interests in Operating Partnership |
|
|
2,358,069 |
|
|
|
|
|
|
|
|
|
|
|
2,358,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss Attributable to City Office REIT, Inc. |
|
$ |
(4,840,288 |
) |
|
$ |
(1,070,925 |
) |
|
$ |
(712,761 |
) |
|
$ |
(6,623,974 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma weighted average common shares outstanding - basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,057,521 |
|
Pro forma basic and diluted loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.82 |
) |
City Office REIT, Inc.
Notes and Managements Assumption to Unaudited Pro Forma Consolidated and Combined Financial Statements
Basis of Pro Forma Presentation
1. Notes to the Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2014
(A) The acquisition of the Lake Vista Pointe was accounted for using preliminary estimates of the fair value of the tangible and intangible
assets acquired and liabilities assumed in connection with the acquisition and are therefore subject to change.
(B) Reflects the working capital acquired
and assumed through the Lake Vista Pointe acquisition.
(C) Reflects the cash paid and the mortgage loan and related deferred financing costs established
upon the acquisition of Lake Vista Pointe.
2. Notes to the Unaudited Pro Forma Consolidated and Combined Statements of Operations for the six month period ended June 30, 2014
and the year ended December 31, 2013
Revenue and property expenses for the Lake Vista Pointe acquisition are based on the historical operations under the previous owners
ownership. Pro Forma adjustments include estimated depreciation expense and interest expense. Depreciation expense is based on the preliminary estimates of fair value for the tangible and intangible assets acquired and is therefore subject to
change. Interest expenses related to the Company borrowings, under the mortgage loan, are at a fixed rate of 4.28%.
3. Second Quarter Acquisition - Plaza 25
During the second quarter of 2014, the Company acquired the Plaza 25 property. Financial results for the year ended December 31, 2013 and
other information relating to the Plaza 25 acquisition was included in a previously filed Form 8-K/A, filed on August 8, 2014. Financial results for the six months ended June 30, 2014 and the year ended December 31, 2013, related to the Plaza 25
property prior to its acquisition on June 4, 2014, represents the results of operations under the previous owners on a Pro Forma basis, with the exception of depreciation expense which has been based on the preliminary estimates of fair value for
the tangible and intangible assets acquired and has been revised from the depreciation expense estimate that was previously included in the Form 8-K/A filed on August 9, 2014. Financial results since the acquisition are included in the
Companys historical consolidated results of operations for the six months ended June 30, 2014.
Grafico Azioni City Office REIT (NYSE:CIO)
Storico
Da Lug 2024 a Ago 2024
Grafico Azioni City Office REIT (NYSE:CIO)
Storico
Da Ago 2023 a Ago 2024