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): November 18, 2014
City Office REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 001-36409 | 98-1141883 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1075 West Georgia Street, Suite 2600, Vancouver, British Columbia, |
V6E 3C9 | |
(Address of principal executive offices) | (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 November 21, 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 124,500 square foot office property in Orlandos Central Florida Research Park submarket.
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 nine months ended September 30, 2014 and the year ended December 31, 2013.
Notes to the Statement of Revenues and Certain Expenses for the nine months ended September 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 September 30, 2014.
Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2014 and the year ended December 31, 2013.
Notes to Unaudited Pro Forma Consolidated Financial Statements.
(c) Not applicable.
(d) Exhibits:
Exhibit Number |
Description |
|
99.1 | Financial Statements of Property Acquired | |
99.2 | 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.
CITY OFFICE REIT, INC. | ||||||
Date: December 2, 2014 | By: |
/s/ James Farrar |
||||
Name: | James Farrar | |||||
Title: | 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 revenues and certain expenses of Florida Research Park (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 revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses, as described in note 2, for the year ended December 31, 2013 in conformity with U.S. generally accepted accounting principles.
Basis of Accounting
As described in note 2 to the financial statements, the statement of revenues 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
December 2, 2014
1
FLORIDA RESEARCH PARK, ORLANDO
STATEMENT OF REVENUES AND CERTAIN EXPENSES
Year Ended
December 31, 2013 |
Nine Months Ended
Sept 30, 2014 (Unaudited) |
|||||||
Revenues: |
||||||||
Rental revenue |
$ | 2,863,680 | $ | 2,191,339 | ||||
|
|
|
|
|||||
Total Revenues |
2,863,680 | 2,191,339 | ||||||
|
|
|
|
|||||
Certain Expenses: |
||||||||
Property operating expenses |
73,805 | 75,509 | ||||||
Insurance |
49,704 | 36,507 | ||||||
Property taxes |
272,430 | 231,863 | ||||||
Management fees |
15,225 | 10,650 | ||||||
|
|
|
|
|||||
Total Certain Expenses |
411,164 | 354,529 | ||||||
|
|
|
|
|||||
Revenues in Excess of Certain Expenses |
$ | 2,452,516 | $ | 1,836,810 | ||||
|
|
|
|
See accompanying notes to statement of revenues and certain expenses.
2
FLORIDA RESEARCH PARK, ORLANDO
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
1. Organization
The accompanying statements of revenues and certain expenses include the operations of Florida Research Park (the Property) which consists of a two-story office building and parking spaces. The Property is located in the University/Research Park submarket of Orlando, Florida.
2. Basis of Presentation and Significant Accounting Policies
The accompanying statements of revenues 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 increased rental income by $137,634 and $68,210 to record revenue on a straightline basis during the year ended December 31, 2013 and nine months ended September 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 revenues and certain expenses for the nine months ended September 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, insurance expenses 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:
Year ending December 31, |
||||
2014 |
$ | 2,381,063 | ||
2015 |
2,443,313 | |||
2016 |
2,505,563 | |||
2017 |
2,567,813 | |||
2018 |
2,630,063 | |||
Thereafter |
8,263,688 | |||
|
|
|||
Total |
$ | 20,791,503 | ||
|
|
3
FLORIDA RESEARCH PARK, ORLANDO
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
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 December 2, 2014, the date the statements were available to be issued. The Property was acquired by City Office REIT Inc., on November 18, 2014 from a nonaffiliated third party for approximately $26.5 million.
4
Exhibit 99.2
City Office REIT, Inc.
Pro Forma Consolidated Financial Statements
(Unaudited)
As previously announced, on November 18, 2014, City Office REIT, Inc. closed on the acquisition of a two-storey, 124,500 square foot office building in the University / Research Park submarket of Orlando, Florida (Florida Research Park). The contract purchase price for the two-storey building office property was $26.5 million, exclusive of closing costs. The acquisition was financed with a $17.0 million mortgage that has been fixed at a 4.44% interest rate for 10 years. The remainder of the acquisition was financed through cash on hand and borrowings from the Secured Credit Facility.
The accompanying unaudited Pro Forma Consolidated Balance Sheet is presented to reflect the historical consolidated balance sheet of the Company at September 30, 2014 (which includes the acquisition of Plaza 25 and Lake Vista Pointe properties), and the acquisition of the Florida Research Park property as if they had all been completed on September 30, 2014. Since the Company had no operations prior to completion of the IPO and related Formation Transactions on April 21, 2014, the accompanying unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2013 is presented to reflect the historical results of operations of the Companys predecessor for the year ended December 31, 2013 and the IPO, the related Formation Transactions (derived from the unaudited Pro Forma Consolidated 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), and the acquisitions of Plaza 25, Lake Vista Pointe and Florida Research Park properties as if they had all been completed on January 1, 2013. The accompanying unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2014 reflects the historical operations of the Predecessor for the period from January 1, 2014 through April 20, 2014 and the historical results of operations of the Company for the period from April 21, 2014 through September 30, 2014 and are presented as if the IPO and related Formation Transactions, and the acquisitions of Plaza 25, Lake Vista Pointe and Florida Research Park properties were completed on January 1, 2013.
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 Financial Statements are prepared in accordance with Article 11 of Regulation S-X.
The unaudited Pro Forma Consolidated 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 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 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 September 30, 2014
(Unaudited)
City Office | ||||||||||||||
REIT, Inc. | Florida | Pro Forma | ||||||||||||
Prior to | Research Park | Refelecting | ||||||||||||
Acquisition | Acquisition | Acquisition | ||||||||||||
Assets |
||||||||||||||
Real estate properties, net |
189,813,558 | 21,036,983 | (A) | 210,850,541 | ||||||||||
Cash and cash equivalents |
8,855,196 | (1,113,608 | ) | (C) | 7,741,588 | |||||||||
Restricted cash |
13,184,871 | 13,184,871 | ||||||||||||
Rents receivable, net |
7,372,062 | 7,372,062 | ||||||||||||
Deferred financing costs, net of accumulated amortization |
2,919,700 | 88,807 | (C) | 3,008,507 | ||||||||||
Deferred leasing costs, net of accumulated amortization |
2,478,801 | 2,478,801 | ||||||||||||
Acquired lease intangibles assets, net |
26,995,279 | 5,463,017 | (A) | 32,458,296 | ||||||||||
Prepaid expenses and other assets |
546,298 | 63,412 | (B) | 609,710 | ||||||||||
|
|
|
|
|
|
|||||||||
Total Assets |
252,165,765 | 25,538,611 | 277,704,376 | |||||||||||
|
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|
|
|
|
|||||||||
Liabilities and Equity |
||||||||||||||
Liabilities: |
||||||||||||||
Debt |
179,604,305 | 25,500,000 | (C) | 205,104,305 | ||||||||||
Accounts payable and accrued liabilities |
4,201,127 | 38,611 | (B) | 4,239,738 | ||||||||||
Deferred rent |
2,648,850 | 2,648,850 | ||||||||||||
Tenant rent deposits |
1,842,820 | 1,842,820 | ||||||||||||
Acquired lease intangibles liability, net |
649,234 | 649,234 | ||||||||||||
Dividends payable |
2,689,532 | 2,689,532 | ||||||||||||
Earn-out liability |
8,000,000 | 8,000,000 | ||||||||||||
|
|
|
|
|
|
|||||||||
Total Liabilities |
199,635,868 | 25,538,611 | 225,174,479 | |||||||||||
Commitments and Contingencies |
||||||||||||||
Equity |
||||||||||||||
Stockholders Equity: |
||||||||||||||
Common stock, $0.01 par value, 100,000,000 shares authorized, 8,192,915 shares issued and outstanding |
81,929 | | 81,929 | |||||||||||
Additional paid in capital |
45,503,697 | | 45,503,697 | |||||||||||
Accumulated deficit |
(7,136,038 | ) | | (7,136,038 | ) | |||||||||
|
|
|
|
|
|
|||||||||
Total Stockholders and Predecessor Equity |
38,449,588 | | 38,449,588 | |||||||||||
Operating Partnership noncontrolling interests |
14,816,720 | | 14,816,720 | |||||||||||
Noncontrolling interests in properties |
(736,411 | ) | | (736,411 | ) | |||||||||
|
|
|
|
|
|
|||||||||
Total Equity |
52,529,897 | | 52,529,897 | |||||||||||
|
|
|
|
|
|
|||||||||
Total Liabilities and Stockholder Equity |
252,165,765 | 25,538,611 | 277,704,376 | |||||||||||
|
|
|
|
|
|
City Office REIT, Inc.
Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 2014
(Unaudited)
City Office
REIT, Inc. Prior to Acquisitions |
Florida
Research Park Acquisition (Note 2) |
Third Quarter
Acquisition - Lake Vista Pointe Acquisition (Note 3) |
Second
Quarter Acquisition - Plaza 25 (Note 4) |
Other Pro
Forma Adjustments (Note 5) |
Pro Forma
Reflecting Acquisitions |
|||||||||||||||||||||||
Revenue: |
||||||||||||||||||||||||||||
Rental income |
$ | 23,987,891 | $ | 1,842,335 | $ | 855,463 | $ | 1,522,682 | $ | | $ | 28,208,371 | ||||||||||||||||
Expense reimbursement |
1,796,567 | 348,323 | 488,932 | 87,631 | | 2,721,453 | ||||||||||||||||||||||
Other |
589,631 | 681 | | 3,551 | | 593,863 | ||||||||||||||||||||||
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|
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|
|||||||||||||||||
Total Revenues |
26,374,089 | 2,191,339 | 1,344,395 | 1,613,864 | | 31,523,687 | ||||||||||||||||||||||
Operating Expenses: |
||||||||||||||||||||||||||||
Property operating expenses |
7,304,371 | 75,509 | 277,417 | 558,365 | | 8,215,662 | ||||||||||||||||||||||
Insurance |
489,471 | 36,507 | 21,539 | 14,912 | | 562,429 | ||||||||||||||||||||||
Property taxes |
1,775,641 | 231,863 | 202,453 | 231,003 | | 2,440,960 | ||||||||||||||||||||||
Property management fees |
619,497 | | 24,632 | 29,943 | | 674,072 | ||||||||||||||||||||||
Acquisition costs |
1,551,347 | 10,650 | | | | 1,561,997 | ||||||||||||||||||||||
Base management fee |
411,471 | | | | 326,973 | (AA | ) | 738,444 | ||||||||||||||||||||
Stock based compensation |
667,347 | | | 543,216 | (BB | ) | 1,210,563 | |||||||||||||||||||||
General and administrative |
821,379 | | | | 521,121 | (CC | ) | 1,342,500 | ||||||||||||||||||||
Depreciation and amortization |
10,633,593 | 1,064,704 | 680,983 | 878,554 | | 13,257,834 | ||||||||||||||||||||||
|
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|
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|
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|
|||||||||||||||||
Total Operating Expenses |
24,274,117 | 1,419,233 | 1,207,024 | 1,712,777 | 1,391,310 | 30,004,461 | ||||||||||||||||||||||
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|
|||||||||||||||||
Operating Income |
2,099,972 | 772,106 | 137,371 | (98,913 | ) | (1,391,310 | ) | 1,519,226 | ||||||||||||||||||||
Interest Expense: |
||||||||||||||||||||||||||||
Contractual interest expense |
(5,821,533 | ) | (750,975 | ) | (573,530 | ) | | 740,995 | (DD | ) | (6,405,043 | ) | ||||||||||||||||
Amortization of deferred financing costs |
(1,288,714 | ) | (6,626 | ) | | | 823,401 | (DD | ) | (471,939 | ) | |||||||||||||||||
Loss on early extinguishment of Predecessor debt |
(1,654,828 | ) | | | | 1,654,828 | (DD | ) | | |||||||||||||||||||
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|
|||||||||||||||||
(8,765,075 | ) | (757,601 | ) | (573,530 | ) | | 3,219,224 | (6,876,982 | ) | |||||||||||||||||||
Change in fair value of earn-out |
(1,047,515 | ) | | | | | (1,047,515 | ) | ||||||||||||||||||||
Gain on equity investment |
4,474,644 | | | | (4,474,644 | ) | (EE | ) | | |||||||||||||||||||
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|
|||||||||||||||||
Net (loss)/income |
(3,237,974 | ) | 14,505 | (436,159 | ) | (98,913 | ) | (2,646,730 | ) | (6,405,271 | ) | |||||||||||||||||
Less: |
||||||||||||||||||||||||||||
Net loss attributable to noncontrolling interests in properties |
(8,326 | ) | | | | | (8,326 | ) | ||||||||||||||||||||
Net income attributable to Predecessor |
(1,973,197 | ) | | | | 1,973,197 | (FF | ) | | |||||||||||||||||||
Net loss attributable to Operating Partnership unitholders noncontrolling interests |
1,508,097 | | | | 314,247 | 1,822,344 | ||||||||||||||||||||||
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|
|||||||||||||||||
Net (loss)/income attributable to stockholders |
(3,711,400 | ) | 14,505 | (436,159 | ) | (98,913 | ) | (359,286 | ) | (4,591,253 | ) | |||||||||||||||||
Pro forma weighted average common shares outstanding - basic and diluted |
8,133,940 | |||||||||||||||||||||||||||
Pro forma basic and diluted loss per share |
(0.56 | ) |
City Office REIT, Inc.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2013
(Unaudited)
Pro Forma | ||||||||||||||||||||
City Office | Florida | Lake Vista | Pro | |||||||||||||||||
REIT Inc. | Research Park | Pointe | Plaza 25 | Forma | ||||||||||||||||
Prior to | Acquisition | Acquisition | Acquisition | Reflecting | ||||||||||||||||
Acquisitions | (Note 2) | (Note 3) | (Note 4) | Acquisitions | ||||||||||||||||
Revenue: |
||||||||||||||||||||
Rental income |
29,598,376 | 2,456,447 | 1,178,787 | 3,000,086 | 36,233,696 | |||||||||||||||
Expense reimbursement |
2,185,817 | 404,736 | 796,694 | 184,733 | 3,571,980 | |||||||||||||||
Other |
785,162 | 2,497 | | 4,841 | 792,500 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Revenues |
32,569,355 | 2,863,680 | 1,975,481 | 3,189,660 | 40,598,176 | |||||||||||||||
Operating Expenses: |
||||||||||||||||||||
Property operating expenses |
8,873,869 | 73,805 | 520,172 | 1,136,854 | 10,604,700 | |||||||||||||||
Insurance |
610,906 | 49,704 | 39,851 | 34,131 | 734,592 | |||||||||||||||
Property taxes |
1,805,440 | 272,430 | 368,526 | 543,211 | 2,989,607 | |||||||||||||||
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 | 15,225 | 79,696 | 63,914 | 824,160 | |||||||||||||||
Stock based compensation |
1,467,792 | | | | 1,467,792 | |||||||||||||||
Depreciation and amortization |
13,065,765 | 1,424,473 | 1,248,073 | 2,124,311 | 17,862,622 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Operating Expenses |
30,396,754 | 1,835,637 | 2,256,318 | 3,902,421 | 38,391,130 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating Income |
2,172,601 | 1,028,043 | (280,837 | ) | (712,761 | ) | 2,207,046 | |||||||||||||
Aborted transaction cost |
(1,983,195 | ) | | | | (1,983,195 | ) | |||||||||||||
Interest expense, net |
(7,197,139 | ) | (1,010,135 | ) | (975,688 | ) | | (9,182,962 | ) | |||||||||||
Equity in (loss) / income of unconsolidated entity |
| | | | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (loss) / income |
(7,007,733 | ) | 17,908 | (1,256,525 | ) | (712,761 | ) | (8,959,111 | ) | |||||||||||
Net income attributable to properties |
(190,624 | ) | | | | (190,624 | ) | |||||||||||||
|
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|
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|
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|
|||||||||||
(7,198,357 | ) | 17,908 | (1,256,525 | ) | (712,761 | ) | (9,149,735 | ) | ||||||||||||
Net loss attributable to Operating Partnership unitholders noncontrolling interests |
2,358,069 | | | | 2,358,069 | |||||||||||||||
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|
|||||||||||
Net (loss) / income attributable to City Office REIT, Inc. |
(4,840,288 | ) | 17,908 | (1,256,525 | ) | (712,761 | ) | (6,791,666 | ) | |||||||||||
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|||||||||||
Pro forma weighted average common shares outstanding - basic and diluted |
8,133,940 | |||||||||||||||||||
Pro forma basic earnings per share |
(0.83 | ) |
City Office REIT, Inc.
Notes and Managements Assumption to Unaudited Pro Forma Consolidated
Financial Statements
Basis of Pro Forma Presentation
1. Notes to the Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2014
(A) The acquisition of the Florida Research Park 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 Florida Research Park acquisition.
(C) Reflects the cash paid, mortgage loan, borrowings under the Secured Credit Facility and related deferred financing costs established upon the acquisition of Florida Research Park.
2. Notes to the Unaudited Pro Forma Consolidated Statements of Operations for the nine month period ended September 30, 2014 and the year ended December 31, 2013
Revenues and property expenses for the Florida Research Park 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 4.44% .
3. Third Quarter Acquisition Lake Vista Pointe
During the third quarter of 2014, the Company acquired the Lake Vista Pointe property. Financial results for the year ended December 31, 2013 and other information relating to the Lake Vista Pointe acquisition was included in a previously filed form 8-K/A, filed on October 2, 2014. Financial results for the nine months ended September 30, 2014 and the year ended December 31, 2013, related to the Lake Vista Pointe property prior to its acquisition on July 18, 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. Financial results since the acquisition are included in the Companys historical consolidated results of the operations for the nine months ended September 30, 2014.
4. 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 nine months ended September 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. Financial results since the acquisition are included in the Companys historical consolidated results of the operations for the nine months ended September 30, 2014.
5. Other Pro Forma Adjustments
(AA) City Office will pay the advisor an advisory fee in accordance with the advisory agreement. The adjustment reflects the pro-forma impact as the IPO and related Formation Transactions are presented as if they occurred on January 1, 2014.
(BB) Reflects a pro rata portion of the expense of stock-based compensation to be granted to the Advisor as part of the formation transactions for the periods presented. The expense will be amortized over the vesting period.
(CC) Reflects the estimated costs to operate the entity as a public company comprised of insurance, directors, public reporting and other miscellaneous costs.
(DD) Reflects the reduction of interest expense from the repayment of mortgage debt upon consummation of the IPO. Additionally, reflects the increase in interest expense for the periods presented on the $95 million and $23.5 million mortgage loans to be guaranteed by the Operating Partnership as to certain non-recourse covenants and secured by a mortgage on the fee simple interest in the Cherry Creek Corporate Campus, City Center and Corporate Parkway properties and the AmberGlen properties. A secured revolving credit facility of $30 million authorized with $26.4 million available immediately, was obtained following the formation. Pro forma also reflects the amortization of the associated financing costs on the mortgage loans and the secured revolving credit facility for the periods presented.
In connection with the prepayment of the mortgage loan secured by Cherry Creek Corporate Campus, City Center, Corporate Parkway and Central Fairwinds, $1.1 million of deferred financing costs were written-off. Additionally prepayment costs of approximately $1.7 million were incurred.
(EE) Reflects reversal of gain on equity investment as the acquisition of the remaining 57.7% interest in Cherry Creek is presented as if it occurred on January 1, 2014.
(FF) Reflects reversal of net income attributable to the Predecessor as the IPO and related Formation Transactions are presented as if they occurred on January 1, 2014.