UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 2, 2016
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 2010,
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 Form 8-K filed by City Office REIT, Inc. (the Company) on November 8, 2016 (the Original Filing) reporting the acquisition of the property known as Park Tower, an approximately 473,000 square foot tower located in Tampa, Florida (Park Tower) to include the historical financial statements and pro forma information required by Item 9.01(a) and (b) of Form 8-K. This Form 8-K/A should be read in conjunction with the Original Filing.
Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Property Acquired.
The following Statements of Revenues and Certain Expenses for Park Tower are set forth in Exhibit 99.1, which is incorporated herein by reference.
Report of Independent Auditors.
Statements of Revenues and Certain Expenses for the nine months ended September 30, 2016 and the year ended December 31, 2015.
Notes to Statements of Revenues and Certain Expenses for the nine months ended September 30, 2016 and the year ended December 31, 2015.
(b) Pro Forma Financial Information.
The following pro forma financial statements for the Company are set forth in Exhibit 99.2, which is incorporated herein by reference.
Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2016.
Unaudited Pro Forma Consolidated and Combined Statement of Operations for the nine months ended September 30, 2016 and the year ended December 31, 2015.
Notes to Unaudited Pro Forma Consolidated and Combined Financial Statements.
(c) Not applicable.
(d) Exhibits:
Exhibit
|
Description |
|
99.1 | Statements of Revenues and Certain Expenses for Park Tower for the nine months ended September 30, 2016 and the year ended December 31, 2015. | |
99.2 | Unaudited Pro Forma Financial Information for the Company. |
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: January 9, 2017 | By: |
/s/ James Farrar |
||||
Name: | James Farrar | |||||
Title: | Chief Executive Officer |
EXHIBIT INDEX
Exhibit
|
Description |
|
99.1 | Statements of Revenues and Certain Expenses for Park Tower for the nine months ended September 30, 2016 and the year ended December 31, 2015. | |
99.2 | Unaudited Pro Forma Financial Information for the Company. |
Exhibit 99.1
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and the Stockholders of City Office REIT, Inc.
We have audited the accompanying statement of revenues and certain expenses of Park Tower (the Property) for the year ended December 31, 2015, and the related notes to the financial statement.
Managements Responsibility for the Financial Statement
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 statement of revenue 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 statement 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, 2015 in conformity with U.S. generally accepted accounting principles.
1
Basis of Accounting
As described in note 2 to the financial statement, 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
Chartered Professional Accountants
Vancouver, Canada
January 9, 2017
2
PARK TOWER
STATEMENT OF REVENUES AND CERTAIN EXPENSES
(in thousands)
Year Ended
December 31, 2015 |
Nine Months
Ended September 30, 2016 (unaudited) |
|||||||
Revenues: |
||||||||
Rental income |
$ | 8,946 | $ | 7,105 | ||||
Expense reimbursement |
492 | 453 | ||||||
Other |
793 | 689 | ||||||
|
|
|
|
|||||
Total Revenues |
10,231 | 8,247 | ||||||
|
|
|
|
|||||
Certain Expenses: |
||||||||
Property operating expenses |
4,944 | 3,970 | ||||||
|
|
|
|
|||||
Total Certain Expenses |
4,944 | 3,970 | ||||||
|
|
|
|
|||||
Revenues in Excess of Certain Expenses |
$ | 5,287 | $ | 4,277 | ||||
|
|
|
|
See accompanying notes to statement of revenues and certain expenses.
3
PARK TOWER
NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
1. Organization
The accompanying statement of revenues and certain expenses include the operations of Park Tower (the Property). The Property is located in the central business district in Tampa, Florida.
2. Basis of Presentation and Significant Accounting Policies
The accompanying statement of revenues and certain expenses (the statement) has 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 statement is not intended to be a complete presentation of the revenues and expenses of the Property. Accordingly, the statement excludes 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 $107,177 and $198,597 to record revenue on a straight-line basis during the year ended December 31, 2015 and nine months ended September 30, 2016, 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 statement and accompanying notes. Actual results could differ from those estimates.
3. Rental Income
The Property is leased to tenants under operating leases with expiration dates ranging from 2016 to 2025. Two tenants accounted for approximately 38% of rental income at December 31, 2015. The minimum rental amounts due under the leases are subject to scheduled fixed increases.
4
PARK TOWER
NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
Future minimum rents to be received over each of the next five years and thereafter under the non-cancelable operating leases in effect at December 31, 2015 are as follows (in thousands):
Year ending December 31, | ||||
2016 |
$ | 6,873 | ||
2017 |
6,969 | |||
2018 |
5,784 | |||
2019 |
5,075 | |||
2020 |
3,462 | |||
Thereafter |
5,293 | |||
|
|
|||
Total |
$ | 33,456 | ||
|
|
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
We have evaluated subsequent events through to January 9, 2017. The Property was acquired by City Office REIT, Inc. on November 2, 2016 from a non-affiliated third party for approximately $79.8 million.
5
Exhibit 99.2
City Office REIT, Inc.
Pro Forma Consolidated Financial Statements
(Unaudited)
City Office REIT, Inc. (the Company, we, our or us) was organized in the state of Maryland on November 26, 2013.
The Company announced on November 7, 2016 that it had closed on the acquisition of the Park Tower property in Tampa, Florida for a purchase price of $79.8 million. The Company does not have a material relationship with the seller of the Property and the acquisition is not an affiliated transaction. As previously announced, on July 13, 2016, the Company closed on the acquisition of the FRP Collection property in Orlando, Florida for a purchase price of $49.8 million. On June 29, 2016, the Company closed on the acquisition of a five-storey building in the Gateway submarket of Tampa, Florida (Carillon Point). The contract purchase price of the property was $26.3 million, exclusive of closing costs. On June 15, 2016, the Company closed on the sale of its Corporate Parkway property (Corporate Parkway) in Allentown, Pennsylvania for a gross sale price of $44.9 million before customary closing and transaction costs.
The accompanying unaudited Pro Forma Consolidated Balance Sheet and Consolidated Statement of Operations are presented to reflect the historical consolidated balance sheet of the Company as of September 30, 2016 and the historical consolidated statement of operations for the nine months ended September 30, 2016 which includes the acquisition of Park Tower as if it had been completed on January 1, 2015. The accompanying unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2015 reflects the historical results of operations of the Company for the year ended December 31, 2015 and are presented as if the acquisitions of Logan Tower, Superior Pointe, DTC Crossroads, 190 Office Center, Intellicenter, Carillon Point, FRP Collection and Park Tower plus the disposition of Corporate Parkway were completed on January 1, 2015.
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 acquisitions and disposition had actually occurred on January 1, 2015. 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 and disposition of the properties 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 and disposition.
City Office REIT, Inc.
Pro Forma Consolidated Balance Sheet
As of September 30, 2016
(Unaudited)
(In thousands, except share and per share data)
City Office
REIT, Inc. |
Preferred Stock
Offering (A) |
Park Tower
(B) |
Company Pro
Forma |
|||||||||||||
Assets |
||||||||||||||||
Real estate properties, net |
$ | 398,591 | $ | | $ | 72,140 | $ | 470,731 | ||||||||
Cash and cash equivalents |
12,022 | 108,135 | (78,025 | ) | 42,132 | |||||||||||
Restricted cash |
17,009 | | | 17,009 | ||||||||||||
Rents receivable, net |
14,026 | | | 14,026 | ||||||||||||
Deferred leasing costs, net of accumulated amortization |
4,612 | | | 4,612 | ||||||||||||
Acquired lease intangibles, net |
38,607 | | 8,324 | 46,931 | ||||||||||||
Prepaid expenses and other assets |
2,562 | | 130 | 2,692 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | 487,429 | $ | 108,135 | $ | 2,569 | $ | 598,133 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities and Equity |
||||||||||||||||
Liabilities: |
||||||||||||||||
Debt |
$ | 302,769 | $ | | $ | | $ | 302,769 | ||||||||
Accounts payable and accrued liabilities |
11,270 | | | 11,270 | ||||||||||||
Deferred rent |
4,873 | | 66 | 4,939 | ||||||||||||
Tenant rent deposits |
2,120 | | 230 | 2,350 | ||||||||||||
Acquired lease intangibles liability, net |
2,161 | | 773 | 2,934 | ||||||||||||
Dividends payable |
5,739 | | | 5,739 | ||||||||||||
Earn-out liability |
1,900 | | | 1,900 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities |
330,832 | | 1,069 | 331,901 | ||||||||||||
Equity |
||||||||||||||||
Stockholders Equity: |
||||||||||||||||
Common stock, $0.01 par value, 100,000,000 shares authorized, 24,382,226 and 12,517,777 shares issued and outstanding |
244 | | | 244 | ||||||||||||
6.625% Series A Preferred stock, $0.01 par value per share; 4,600,000 shares authorized and 4,480,000 shares issued and outstanding |
| 45 | | 45 | ||||||||||||
Additional paid in capital |
198,792 | 108,090 | | 306,882 | ||||||||||||
Accumulated deficit |
(42,798 | ) | | (42,798 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Stockholders Equity |
156,238 | 108,135 | | 264,373 | ||||||||||||
Operating Partnership noncontrolling interests |
121 | | | 121 | ||||||||||||
Noncontrolling interests in properties |
238 | | 1,500 | 1,738 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Equity |
156,597 | 108,135 | 1,500 | 266,232 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities and Stockholder Equity |
$ | 487,429 | $ | 108,135 | $ | 2,569 | $ | 598,133 | ||||||||
|
|
|
|
|
|
|
|
City Office REIT, Inc.
Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 2016
(Unaudited)
(In thousands, except share and per share data)
City Office
REIT, Inc. |
Park Tower
(AA) |
FRP
Collection (BB) |
Carillon
Point (CC) |
Corporate
Parkway (DD) |
Other Pro
Forma Adjustments |
Company
Pro Forma |
||||||||||||||||||||||
Revenue: |
||||||||||||||||||||||||||||
Rental income |
$ | 44,919 | $ | 7,105 | $ | 2,652 | $ | 1,024 | $ | (1,263 | ) | $ | | $ | 54,437 | |||||||||||||
Expense reimbursement |
5,150 | 453 | 514 | 80 | | | 6,197 | |||||||||||||||||||||
Other |
1,089 | 689 | 3 | 2 | | | 1,783 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Revenues |
51,158 | 8,247 | 3,169 | 1,106 | (1,263 | ) | | 62,417 | ||||||||||||||||||||
Operating Expenses: |
||||||||||||||||||||||||||||
Property operating expenses |
19,779 | 3,970 | 980 | 536 | (8 | ) | | 25,257 | ||||||||||||||||||||
Acquisition costs |
340 | | (155 | ) | (75 | ) | | | 110 | |||||||||||||||||||
Stock based compensation |
1,787 | | | | | | 1,787 | |||||||||||||||||||||
General and administrative |
2,751 | | | | | | 2,751 | |||||||||||||||||||||
Base management fee |
109 | | | | | | 109 | |||||||||||||||||||||
External advisor acquisition |
7,045 | | | | | 7,045 | ||||||||||||||||||||||
Depreciation and amortization |
20,834 | 3,257 | 2,763 | 700 | (1,123 | ) | | 26,431 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Operating Expenses |
52,645 | 7,227 | 3,588 | 1,161 | (1,131 | ) | | 63,490 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
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|
|||||||||||||||
Operating (loss)/income |
(1,487 | ) | 1,020 | (419 | ) | (55 | ) | (132 | ) | | (1,073 | ) | ||||||||||||||||
Interest Expense: |
||||||||||||||||||||||||||||
Contractual interest expense |
(10,205 | ) | | (805 | ) | (272 | ) | 383 | (561 | ) (FF) | (11,460 | ) | ||||||||||||||||
Amortization of deferred financing costs |
(672 | ) | | (11 | ) | | 23 | (34 | ) (FF) | (693 | ) | |||||||||||||||||
|
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|
|||||||||||||||
(10,877 | ) | | (816 | ) | (272 | ) | 406 | (595 | ) | (12,153 | ) | |||||||||||||||||
Change in fair value of earn-out |
| | | | | | | |||||||||||||||||||||
Net gain on sale of real estate property |
15,934 | | | | | (15,934 | ) (CC) | | ||||||||||||||||||||
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|
|||||||||||||||
Net income/(loss) |
3,570 | 1,020 | (1,234 | ) | (327 | ) | 274 | (16,529 | ) | (13,226 | ) | |||||||||||||||||
Less: |
||||||||||||||||||||||||||||
Net (income)/loss attributable to noncontrolling interests in properties |
(243 | ) | (53 | ) | 62 | | | | (234 | ) | ||||||||||||||||||
Net (income)/loss attributable to Operating Partnership unitholders noncontrolling interests |
(871 | ) | (249 | ) | 301 | 54 | (45 | ) | 2,730 | 1,920 | ||||||||||||||||||
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|
|||||||||||||||
Net income/(loss) attributable to stockholders |
$ | 2,456 | $ | 718 | $ | (872 | ) | $ | (273 | ) | $ | 229 | $ | (13,799 | ) | $ | (11,541 | ) | ||||||||||
Weighted average common shares outstanding - basic |
19,142,736 | 19,142,736 | ||||||||||||||||||||||||||
Weighted average common shares outstanding - diluted |
21,731,058 | 19,142,736 | ||||||||||||||||||||||||||
Basic earnings per share |
0.13 | (0.60 | ) | |||||||||||||||||||||||||
Diluted earnings per share |
0.11 | (0.60 | ) |
City Office REIT, Inc.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2015
(Unaudited)
(In thousands, except share and per share data)
City Office
REIT, Inc. |
Park Tower
(AA) |
FRP
Collection (BB) |
Carillon
Point (CC) |
Corporate
Parkway (DD) |
2015
Acquisitions (EE) |
Other Pro
Forma Adjustments |
Company
Pro Forma |
|||||||||||||||||||||||||
Revenue: |
||||||||||||||||||||||||||||||||
Rental income |
$ | 48,009 | $ | 8,946 | $ | 4,711 | $ | 3,150 | $ | (2,975 | ) | $ | 11,286 | $ | | $ | 73,127 | |||||||||||||||
Expense reimbursement |
5,808 | 492 | 1,165 | 186 | | 1,617 | | 9,268 | ||||||||||||||||||||||||
Other |
1,235 | 793 | 1 | 15 | | 111 | | 2,155 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total Revenues |
55,052 | 10,231 | 5,877 | 3,351 | (2,975 | ) | 13,014 | | 84,550 | |||||||||||||||||||||||
Operating Expenses: |
||||||||||||||||||||||||||||||||
Property operating expenses |
20,420 | 4,944 | 1,930 | 1,176 | (25 | ) | 4,926 | | 33,371 | |||||||||||||||||||||||
Acquisition costs |
2,959 | 349 | 155 | 75 | | | | 3,538 | ||||||||||||||||||||||||
Stock based compensation |
1,907 | | | | | | | 1,907 | ||||||||||||||||||||||||
General and administrative |
1,821 | | | | | | | 1,821 | ||||||||||||||||||||||||
Base management fee |
1,302 | | | | | | | 1,302 | ||||||||||||||||||||||||
External advisor acquisition |
492 | | | | | | | 492 | ||||||||||||||||||||||||
Depreciation and amortization |
21,624 | 4,343 | 5,073 | 1,437 | (2,430 | ) | 6,214 | | 36,261 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total Operating Expenses |
50,525 | 9,636 | 7,158 | 2,688 | (2,455 | ) | 11,140 | | 78,692 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating income/(loss) |
4,527 | 595 | (1,281 | ) | 663 | (520 | ) | 1,874 | | 5,858 | ||||||||||||||||||||||
Interest Expense: |
||||||||||||||||||||||||||||||||
Contractual interest expense |
(10,607 | ) | | (322 | ) | (544 | ) | 890 | (2,437 | ) | (748 | ) (FF) | (13,768 | ) | ||||||||||||||||||
Amortization of deferred financing costs |
(746 | ) | | (21 | ) | | 51 | (20 | ) | (43 | ) (FF) | (779 | ) | |||||||||||||||||||
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Interest Expense, net |
(11,353 | ) | | (343 | ) | (544 | ) | 941 | (2,457 | ) | (791 | ) | (14,547 | ) | ||||||||||||||||||
Change in fair value of earn-out |
(841 | ) | | | | | | | (841 | ) | ||||||||||||||||||||||
Net gain on sale of real estate property |
| | | | | | 15,934 | (CC) | 15,934 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net (loss)/income |
(7,667 | ) | 595 | (1,624 | ) | 119 | 421 | (583 | ) | 15,143 | 6,404 | |||||||||||||||||||||
|
|
|
|
|
|
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|
|
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|
|
|
|||||||||||||||||
Less: |
||||||||||||||||||||||||||||||||
Net (income)/loss attributable to non-controlling interests in properties |
(500 | ) | (31 | ) | (81 | ) | | | | | (612 | ) | ||||||||||||||||||||
Net (income)/loss attributable to Operating Partnership unitholders noncontrolling interests |
1,576 | (93 | ) | 282 | (20 | ) | (70 | ) | 388 | 2,508 | 4,571 | |||||||||||||||||||||
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|
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|
|||||||||||||||||
Net loss/(income) attributable to stockholders |
$ | (6,591 | ) | $ | 471 | $ | (1,423 | ) | $ | 99 | $ | 351 | $ | (195 | ) | $ | 17,651 | $ | 10,363 | |||||||||||||
|
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|
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|
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|
|
|
|||||||||||||||||
Weighted average common shares outstanding - basic |
12,408,850 | 12,408,850 | ||||||||||||||||||||||||||||||
Weighted average common shares outstanding - diluted |
12,408,850 | 15,916,192 | ||||||||||||||||||||||||||||||
Basic earnings per share |
(0.53 | ) | 0.84 | |||||||||||||||||||||||||||||
Diluted earnings per share |
(0.53 | ) | 0.65 |
City Office REIT, Inc.
Notes and Managements Assumption to Unaudited Pro Forma Consolidated Financial Statements
1. Notes to the Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2016
(A) On October 4, 2016, the Company completed a public preferred stock offering pursuant to which we sold 4,000,000 shares of our 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (Series A Preferred Stock) to the public at a price of $25.00 per share. We raised $100.0 million in gross proceeds, resulting in net proceeds to us of approximately $96.5 million after deducting $3.5 million in underwriting discounts and expenses related to the offering. On October 28, 2016, we issued an additional 480,000 shares of Series A Preferred Stock pursuant to the partial exercise of the underwriters overallotment option, raising an additional $12.0 million in gross proceeds before underwriting discounts and expenses.
(B) The acquisition of Park Tower was accounted for using preliminary estimates of the fair value of tangible and intangible assets to be acquired and liabilities to be assumed in connection with the acquisition and are therefore subject to change. The pro forma adjustment includes the borrowings which financed the acquisition of Park Tower. The acquisition of Park Tower was funded by a portion of the proceeds received from the Companys completed public preferred stock offering that closed on October 4, 2016. As a result, the issuance of $108 million in preference shares in October 2016 has been reflected in the pro forma balance sheet.
2. Notes to the Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2016 and the year ended December 31, 2015
(AA) Revenue and property expenses for the Park Tower acquisition are based on the historical operations under the previous owners ownership. Pro Forma adjustments include estimated depreciation. Depreciation expense is based on the preliminary estimates of fair value for the tangible and intangible assets acquired and is therefore subject to change.
(BB) Revenue and property expenses for the FRP Collection 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 expense related to the Companys borrowings under the mortgage loan is at a fixed rate of 3.85% and borrowings under the Secured Credit Facility is at a variable rate of LIBOR plus 2.75%.
(CC) Revenue and property expenses for the Carillon Point 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 expense related to the Companys borrowings under the Secured Credit Facility is at a variable rate of LIBOR plus 2.75%.
(DD) The sale of Corporate Parkway is assumed to have taken place on January 1, 2015. Financial results for Corporate Parkway are based on historical operations, including interest expense under the Companys ownership.
(EE) Revenue and property expenses for 2015 Acquisitions are based on the historical operations under the previous owners ownership. Pro Forma adjustments include estimated depreciation expense and interest expense. The relevant properties are Intellicenter, 190 Office Center, DTC Crossroads, Superior Pointe and Logan Tower.
(FF) Reflects a pro rata portion of the interest expense and deferred financing costs assuming DTC Crossroads had been part of the Guggenheim loan since January 1, 2015 as DTC Crossroads was added as security to the Guggenheim loan upon the sale of Corporate Parkway.