UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(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):
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
|
||||
(Address of principal executive offices) | (Zip Code) |
(Registrant’s 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 (see General Instruction A.2. below):
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Ticker Symbols: |
Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Property Acquired.
The following Statements of Revenues and Certain Expenses for Bloc 83 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, 2021 and the year ended December 31, 2020.
Notes to Statements of Revenues and Certain Expenses for the nine months ended September 30, 2021 and the year ended December 31, 2020.
(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, 2021.
Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2021 and the year ended December 31, 2020.
Unaudited Pro Forma Consolidated Statement of Comprehensive Income for the nine months ended September 30, 2021 and the year ended December 31, 2020.
Notes to Unaudited Pro Forma Consolidated Financial Statements.
(d) Exhibits.
Exhibit |
Description | |
23.1 | Consent of KPMG LLP. | |
99.1 | Statements of Revenues and Certain Expenses for Bloc 83 for the nine months ended September 30, 2021 and the year ended December 31, 2020. | |
99.2 | Unaudited Pro Forma Financial Information for the Company. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: February 25, 2022 | By: | /s/ James Farrar | ||||
Name: | James Farrar | |||||
Title: | Chief Executive Officer and Director |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
City Office REIT, Inc.
We consent to the incorporation by reference in the following registration statements (No. 333-254966) on Form S-3 and (No. 333-233043) on Form S-8 of City Office REIT, Inc. of our report dated February 25, 2022, with respect to the statement of revenues and certain expenses for the year ended December 31, 2020 for Bloc 83, which report appears in Form 8-K/A of City Office REIT, Inc. dated February 25, 2022.
/s/ KPMG LLP
Chartered Professional Accountants
Vancouver, Canada
February 25, 2022
Exhibit 99.1
INDEPENDENT AUDITORS REPORT
To the Stockholders and Board of Directors
City Office REIT, Inc.
We have audited the accompanying statement of revenues and certain expenses of Bloc 83 (the Property) for the year ended December 31, 2020, and the related notes (the Statement).
Managements Responsibility for the Statement
Management is responsible for the preparation and fair presentation of the Statement in accordance 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 that is free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on the Statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statement. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the Statement 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 entitys 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.
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 referred to above presents fairly, in all material respects, the revenues and certain expenses described in Note 2 to the Statement for the year ended December 31, 2020, in accordance with U.S. generally accepted accounting principles.
Emphasis of Matter
We draw attention to Note 2 to the Statement, which describes that the Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the filing of Form 8-K/A of City Office REIT, Inc.) and is not intended to be a complete presentation of Bloc 83s revenues and expenses. Our opinion is not modified with respect to this matter.
/s/ KPMG LLP
Chartered Professional Accountants
Vancouver, Canada
February 25, 2022
1
BLOC 83
STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(in thousands)
Year Ended December 31, 2020 |
Nine Months Ended September 30, 2021 (unaudited) |
|||||||
Revenues: |
||||||||
Rental and other revenues |
$ | 9,177 | $ | 8,700 | ||||
|
|
|
|
|||||
Total Revenues |
9,177 | 8,700 | ||||||
|
|
|
|
|||||
Certain Expenses: |
||||||||
Property operating expenses |
2,402 | 2,362 | ||||||
|
|
|
|
|||||
Total Certain Expenses |
2,402 | 2,362 | ||||||
|
|
|
|
|||||
Revenues in Excess of Certain Expenses |
$ | 6,775 | $ | 6,338 | ||||
|
|
|
|
See accompanying notes to statement of revenues and certain expenses.
2
BLOC 83
NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
1. Organization
The accompanying statements of revenues and certain expenses include the operations of Bloc 83 (the Property). The Property is a two-building office complex located in the Glenwood South submarket in Raleigh, North Carolina. During the periods presented, one of the office buildings was under development.
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 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.
To record revenue on a straight-line basis during the year ended December 31, 2020 and nine months ended September 30, 2021, rental income increased $853,551 and $1,570,812 (unaudited), 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 and other revenues
The Propertys total revenue includes fixed base rental payments provided under the lease and variable payments which principally consist of tenant expense reimbursements for certain property operating expenses. The Property is leased to tenants classified as operating leases with expiration dates ranging from 2026 to 2035. Rental income related to such leases is recognized on a straight-line basis over the remaining lease term. For the year ended December 31, 2020 and nine months ended September 30, 2021, four tenants accounted for approximately 81% and 82% (unaudited) of the Propertys rental income, respectively. The minimum rental amounts due under the leases are subject to scheduled fixed increases.
3
BLOC 83
NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
The future minimum rents to be received over each of the next five years and thereafter under the non-cancelable operating leases in effect as of September 30, 2021 are as follows (in thousands):
2021 (three months ending December 31, 2021) |
$ | 2,360 | ||
2022 |
10,741 | |||
2023 |
11,616 | |||
2024 |
11,909 | |||
2025 |
12,210 | |||
Thereafter |
87,933 | |||
|
|
|||
Total |
$ | 136,769 | ||
|
|
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. Commitments and Contingencies
The Property is obligated under certain tenant leases to fund tenant improvements and the expansion of the underlying leased properties.
5. Subsequent Events
We have evaluated subsequent events through to February 25, 2022. The Property was acquired by City Office REIT, Inc. on December 31, 2021, from a non-affiliated third party for approximately $330.0 million.
4
Exhibit 99.2
Pro Forma Consolidated Financial Statements
(Unaudited)
On December 31, 2021, City Office REIT, Inc. (the Company, we, our or us) closed on the acquisition of Bloc 83 in Raleigh, North Carolina for a gross purchase price of $330.0 million. The Company does not have a material relationship with the seller of Bloc 83 and the acquisition is not an affiliated transaction. As previously announced, on December 2, 2021, the Company closed on the sale of the Sorrento Mesa Portfolio (Sorrento Mesa) in San Diego, California for a gross sales price of $576.0 million.
The accompanying unaudited Pro Forma Consolidated Balance Sheet is presented as of September 30, 2021 and the unaudited Pro Forma Consolidated Statements of Operations and unaudited Pro Forma Consolidated Statements of Comprehensive Income are presented for the nine-month period ended September 30, 2021 and the year ended December 31, 2020 and include certain pro forma adjustments to illustrate the estimated effect of the Companys acquisition of Bloc 83 and disposition of Sorrento Mesa. The City Office REIT, Inc. Historical columns have been derived from the audited financial statements for the year ended December 31, 2020 and from the unaudited interim financial statements as of and for the nine-month period ended September 30, 2021.
On the unaudited Pro Forma Consolidated Balance Sheet, the pro forma adjustments reflect the addition of the acquired property and removal of the disposed property as if the transactions had occurred on September 30, 2021. On the unaudited Pro Forma Consolidated Statement of Operations, for the nine-month period ended September 30, 2021 and the year ended December 31, 2020, the pro forma adjustments reflect the addition of historical revenue and expenses of the acquired property and removal of historical revenues and expenses of the disposed property for the periods presented as if the transaction had occurred on January 1, 2020. The unaudited Pro Forma Consolidated Statements of Operations exclude any nonrecurring charges or credits directly attributable to the acquisition or disposition.
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 or disposition had actually occurred on January 1, 2020. 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 disposition of the property occurred on the date 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 the Companys ultimate performance compared to it.
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. This pro forma consolidated information should not be viewed as indicative of the Companys financial results in the future and should be read in conjunction with the Companys financial statements as filed on Form 10-K for the year ended December 31, 2020 and on Form 10-Q for the nine-month period ended September 30, 2021. The adjustments made to historical financial information give effect to events that are directly attributable to the acquisition Bloc 83 and disposition of Sorrento Mesa and are factually supportable. The unaudited Pro Forma Consolidated Financial Statements are prepared in accordance with Article 11 of Regulation S-X.
City Office REIT, Inc.
Pro Forma Consolidated Balance Sheet
As of September 30, 2021
(Unaudited)
(In thousands, except par value and share data)
City Office REIT, Inc. Historical |
Acquisition of Bloc 83 (A) |
Disposition of Sorrento Mesa (B) |
City Office REIT, Inc. Pro Forma |
|||||||||||||
Assets |
||||||||||||||||
Real estate properties, net |
$ | 868,248 | $ | 304,344 | $ | | $ | 1,172,592 | ||||||||
Cash and cash equivalents |
17,697 | | 42,439 | 60,136 | ||||||||||||
Restricted cash |
52,484 | (320,718 | ) | 505,253 | 237,019 | |||||||||||
Rents receivable, net |
29,221 | | | 29,221 | ||||||||||||
Deferred leasing costs, net |
18,415 | | | 18,415 | ||||||||||||
Acquired lease intangible assets, net |
30,183 | 19,560 | | 49,743 | ||||||||||||
Other assets |
17,753 | 291 | | 18,044 | ||||||||||||
Assets held for sale |
118,382 | | (118,382 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | 1,152,383 | $ | 3,477 | $ | 429,310 | $ | 1,585,170 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities and Equity |
||||||||||||||||
Liabilities: |
||||||||||||||||
Debt |
$ | 603,334 | $ | | $ | | $ | 603,334 | ||||||||
Accounts payable and accrued liabilities |
32,096 | | | 32,096 | ||||||||||||
Deferred rent |
10,460 | 140 | | 10,600 | ||||||||||||
Tenant rent deposits |
5,542 | 323 | | 5,865 | ||||||||||||
Acquired lease intangible liabilities, net |
3,868 | 3,014 | | 6,882 | ||||||||||||
Other liabilities |
47,662 | | | 47,662 | ||||||||||||
Liabilities related to assets held for sale |
2,873 | | (2,873 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities |
705,835 | 3,477 | (2,873 | ) | 706,439 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity: |
||||||||||||||||
6.625% Series A Preferred stock, $0.01 par value per share, 5,600,000 shares authorized, 4,480,000 shares issued and outstanding |
112,000 | | | 112,000 | ||||||||||||
Common stock, $0.01 par value per share, 100,000,000 shares authorized, 43,554,375 shares issued and outstanding |
435 | | | 435 | ||||||||||||
Additional paid-in capital |
481,345 | | | 481,345 | ||||||||||||
Retained earnings (accumulated deficit) |
(146,930 | ) | | 432,183 | 285,253 | |||||||||||
Accumulated other comprehensive loss |
(1,063 | ) | | | (1,063 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Stockholders Equity |
445,787 | | 432,183 | 877,970 | ||||||||||||
Non-controlling interests in properties |
761 | | | 761 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Equity |
446,548 | | 432,183 | 878,731 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities and Equity |
$ | 1,152,383 | $ | 3,477 | $ | 429,310 | $ | 1,585,170 | ||||||||
|
|
|
|
|
|
|
|
City Office REIT, Inc.
Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 2021
(Unaudited)
(In thousands, except per share data)
City Office REIT, Inc. Historical |
Acquisition of Bloc 83 (AA) |
Disposition of Sorrento Mesa (BB) |
City Office REIT, Inc. Pro Forma |
|||||||||||||
Rental and other revenues |
$ | 124,369 | $ | 8,700 | $ | (9,375 | ) | $ | 123,694 | |||||||
Operating expenses: |
||||||||||||||||
Property operating expenses |
43,477 | 2,362 | (1,981 | ) | 43,858 | |||||||||||
General and administrative |
13,768 | | | 13,768 | ||||||||||||
Depreciation and amortization |
44,017 | 5,334 | (3,423 | ) | 45,928 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
101,262 | 7,696 | (5,404 | ) | 103,554 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income |
23,107 | 1,004 | (3,971 | ) | 20,140 | |||||||||||
Interest expense: |
||||||||||||||||
Contractual interest expense |
(17,533 | ) | | | (17,533 | ) | ||||||||||
Amortization of deferred financing costs and debt fair value |
(869 | ) | | | (869 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
(18,402 | ) | | | (18,402 | ) | |||||||||||
Net gain on sale of real estate property |
47,400 | | | 47,400 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
52,105 | 1,004 | (3,971 | ) | 49,138 | |||||||||||
Less: |
||||||||||||||||
Net income attributable to non-controlling interests in properties |
(760 | ) | | | (760 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to the Company |
51,345 | 1,004 | (3,971 | ) | 48,378 | |||||||||||
Preferred stock distributions |
(5,565 | ) | | | (5,565 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to common stockholders |
$ | 45,780 | $ | 1,004 | $ | (3,971 | ) | $ | 42,813 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Net income per common share: |
||||||||||||||||
Basic |
$ | 1.05 | $ | 0.98 | ||||||||||||
|
|
|
|
|||||||||||||
Diluted |
$ | 1.04 | $ | 0.97 | ||||||||||||
|
|
|
|
|||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
43,478 | 43,478 | ||||||||||||||
|
|
|
|
|||||||||||||
Diluted |
44,091 | 44,091 | ||||||||||||||
|
|
|
|
|||||||||||||
Dividend distributions declared per common share |
$ | 0.45 | $ | 0.45 | ||||||||||||
|
|
|
|
City Office REIT, Inc.
Pro Forma Consolidated Statement of Comprehensive Income
For the Nine Months Ended September 30, 2021
(Unaudited)
(In thousands)
City Office REIT, Inc. Historical |
Acquisition of Bloc 83 (AA) |
Disposition of Sorrento Mesa (BB) |
City Office REIT, Inc. Pro Forma |
|||||||||||||
Net income |
$ | 52,105 | $ | 1,004 | $ | (3,971 | ) | $ | 49,138 | |||||||
Other comprehensive income: |
||||||||||||||||
Unrealized cash flow hedge gain |
458 | | | 458 | ||||||||||||
Amounts reclassified to interest expense |
439 | | | 439 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive income |
897 | | | 897 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income |
53,002 | 1,004 | (3,971 | ) | 50,035 | |||||||||||
Less: |
||||||||||||||||
Comprehensive income attributable to non-controlling interests in properties |
(760 | ) | | | (760 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income attributable to the Company |
$ | 52,242 | $ | 1,004 | $ | (3,971 | ) | $ | 49,275 | |||||||
|
|
|
|
|
|
|
|
City Office REIT, Inc.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2020
(Unaudited)
(In thousands, except per share data)
City Office REIT, Inc. Historical |
Acquisition of Bloc 83 (AA) |
Disposition of Sorrento Mesa (BB) |
City Office REIT, Inc. Pro Forma |
|||||||||||||
Rental and other revenues |
$ | 160,840 | $ | 9,177 | $ | (9,921 | ) | $ | 160,096 | |||||||
Operating expenses: |
||||||||||||||||
Property operating expenses |
58,312 | 2,402 | (1,892 | ) | 58,822 | |||||||||||
General and administrative |
10,690 | | | 10,690 | ||||||||||||
Depreciation and amortization |
60,367 | 7,271 | (3,747 | ) | 63,891 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
129,369 | 9,673 | (5,639 | ) | 133,403 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income |
31,471 | (496 | ) | (4,282 | ) | 26,693 | ||||||||||
Interest expense: |
||||||||||||||||
Contractual interest expense |
(26,363 | ) | | | (26,363 | ) | ||||||||||
Amortization of deferred financing costs and debt fair value |
(1,326 | ) | | | (1,326 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
(27,689 | ) | | | (27,689 | ) | |||||||||||
Net gain on sale of real estate property |
1,347 | | | 1,347 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
5,129 | (496 | ) | (4,282 | ) | 351 | ||||||||||
Less: |
||||||||||||||||
Net income attributable to non-controlling interests in properties |
(602 | ) | | | (602 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income/(loss) attributable to the Company |
4,527 | (496 | ) | (4,282 | ) | (251 | ) | |||||||||
Preferred stock distributions |
(7,420 | ) | | | (7,420 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to common stockholders |
$ | (2,893 | ) | $ | (496 | ) | $ | (4,282 | ) | $ | (7,671 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per common share: |
||||||||||||||||
Basic |
$ | (0.06 | ) | $ | (0.16 | ) | ||||||||||
|
|
|
|
|||||||||||||
Diluted |
$ | (0.06 | ) | $ | (0.16 | ) | ||||||||||
|
|
|
|
|||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
47,223 | 47,223 | ||||||||||||||
|
|
|
|
|||||||||||||
Diluted |
47,223 | 47,223 | ||||||||||||||
|
|
|
|
|||||||||||||
Dividend distributions declared per common share |
$ | 0.60 | $ | 0.60 | ||||||||||||
|
|
|
|
City Office REIT, Inc.
Pro Forma Consolidated Statement of Comprehensive Income
For the Year Ended December 31, 2020
(Unaudited)
(In thousands)
City Office REIT, Inc. Historical |
Acquisition of Bloc 83 (AA) |
Disposition of Sorrento Mesa (BB) |
City Office REIT, Inc. Pro Forma |
|||||||||||||
Net income |
$ | 5,129 | $ | (496 | ) | $ | (4,282 | ) | $ | 351 | ||||||
Other comprehensive income/(loss): |
||||||||||||||||
Unrealized cash flow hedge loss |
(3,003 | ) | | | (3,003 | ) | ||||||||||
Amounts reclassified to interest expense |
328 | | | 328 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive loss |
(2,675 | ) | | | (2,675 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income/(loss) |
2,454 | (496 | ) | (4,282 | ) | (2,324 | ) | |||||||||
Less: |
||||||||||||||||
Comprehensive income attributable to non-controlling interests in properties |
(602 | ) | | | (602 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income/(loss) attributable to the Company |
$ | 1,852 | $ | (496 | ) | $ | (4,282 | ) | $ | (2,926 | ) | |||||
|
|
|
|
|
|
|
|
City Office REIT, Inc.
Notes to Unaudited Pro Forma Consolidated Financial Statements
1. Adjustments to Unaudited Pro Forma Consolidated Balance Sheet
(A) The acquisition of Bloc 83 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. The pro forma adjustments include the estimated cash paid from escrow upon the acquisition of Bloc 83 and was recorded as an asset acquisition.
(B) The pro forma adjustments for the disposition of the Sorrento Mesa property include the net sales proceeds received and remove the carrying value of the disposed Sorrento Mesa property.
2. Adjustments to Unaudited Pro Forma Consolidated Statement of Operations and Unaudited Pro Forma Consolidated Statement of Comprehensive Income
(AA) These pro forma adjustments are based on the historical revenue and expenses of Bloc 83 for the nine months ended September 30, 2021 and year ended December 31, 2020 under the previous owners ownership. The pro forma adjustments include estimated depreciation expense based on the fair value of the tangible and intangible assets acquired and liabilities assumed.
(BB) These pro forma adjustments remove the actual historical revenue and expenses for the nine months ended September 30, 2021 and year ended December 31, 2020 from the operations of the Sorrento Mesa property under the Companys ownership.
Document and Entity Information |
Dec. 31, 2021 |
---|---|
Document And Entity Information [Line Items] | |
Amendment Flag | true |
Entity Central Index Key | 0001593222 |
Document Type | 8-K/A |
Document Period End Date | Dec. 31, 2021 |
Entity Registrant Name | City Office REIT, Inc. |
Entity Incorporation State Country Code | MD |
Entity File Number | 001-36409 |
Entity Tax Identification Number | 98-1141883 |
Entity Address, Address Line One | 666 Burrard Street |
Entity Address, Address Line Two | Suite 3210 |
Entity Address, City or Town | Vancouver |
Entity Address, State or Province | BC |
Entity Address, Postal Zip Code | V6C 2X8 |
City Area Code | (604) |
Local Phone Number | 806-3366 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
Amendment Description | This Form 8-K/A amends and supplements the Form 8-K filed by City Office REIT, Inc. (the “Company”) on January 3, 2022 (the “Original Filing”) reporting the acquisition of the property known as Bloc 83, an approximately 495,000 square foot office complex in Raleigh, North Carolina, 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. |
Common Stock [Member] | |
Document And Entity Information [Line Items] | |
Security 12b Title | Common Stock, $0.01 par value |
Trading Symbol | CIO |
Security Exchange Name | NYSE |
Series A Preferred Stock [Member] | |
Document And Entity Information [Line Items] | |
Security 12b Title | 6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share |
Trading Symbol | CIO.PrA |
Security Exchange Name | NYSE |
-8?20$3;8T.P
M6BP^0"X99K>]9!:G
/MK26%<^E(35MG62TJ2&)*
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MD%A;X!/B%:EXDRBK E?G*K[^"U!+ P04 " \-UE44&ULY5M;<^(V%'[O3/^#ZGUI9VJ,(;0;
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M".F^@)E]X, :,:/ZB^R:+JK(]+*R\SS)F%7A26/QT$6$O'XQ-FM$H[.YAU
M_6TJ,J4S9BX$WZ[14>L'; 7QRUTKJIE/LEDKVJP5K3BB2V=965.49D((H,7
M6EV-3(SB41K:T@-V#5,B^$ZAD;3'8(!ZC6#4&>.]=W8;B+P>C:0W]A)KKY
M7 KO%D,# [CB)NPZ8S@'3/L
M-#[%NURA)T!QP]3CIF @=/P_S
M69# Z$;V]V]?FU:7]6B:NWY 76LX3QC(N5"5LM :=^2^*)C&QP5+B'H,'^C/
MZVM 7Q<6S'[_U/@ZZA[,[C_JF@TD=?V.D#T: .O@2*?IG)DVBXE!TL 88P/%
MC+)LG+,$/^#D?-%2)["(K?8$@T:=BUG=F.#/!TJ]F>R)#=/<.9^_4#Y22E 8
MM?%OP .'5<[27[)7%UE] 7=[+* $QTBS/T/^=)FJ"C=@;I!N 5NGB*6O+E,!
MZP=9-2;)XG/9:%A"R$5;V(/*A
X7E/,>]B'W89EZ4JU2ZS'M6.(?7 (P!]CYF"MNB3-G/$,](,&Y&R
MR[7(6?I+)-:DPQV4%NZ#Z 3,M8'F@0"R]T(GH"X3H>\,B _*P^\,U S1 Z(-
MZ(KR 'IJ.=JB"&$
[QG6MD:[>??UZ==^LE>,?KWL[W#!F[H<3]1,,D=IV76)RD4P'25/$XI9/R'9]
M!BO@>XCWBNU_(LIH2.&SWT=-U[=1S4+40SWL$B E#5WY03A +1S ZGD8)A<@
MC!X"GS$TB@)[@!E!HX"##!W\R[+T(SV>&,S?A7Z/T!T,E ".'!_0X?DA&N!'
M&/[P8 CK'W!*"(B+.1QL0$?HB<*8'$!&7)<$T[!ASWD!.HW[Q!["@#V7"B(+
M ^PQ;(<"A@9 &Y!'ZD?,?887/3_R;.)H'!&SZV$FRR$&2<&>Q1H#W'"0^/.M
M'P1 33[Z1AA&-X"L/B#*1\48\3-?IVM O<.#6P"V3