SEC Comment Letter 0000000000-25-005082 to City Office REIT, Inc. (CIO, CIO-PA) (CIK 0001593222)
City Office REIT, Inc. (CIO, CIO-PA) (CIK 0001593222)
Date: May 13, 2025 · CIK: 0001593222 · Accession: 0000000000-25-005082
AI Filing Summary & Sentiment
File numbers found in text: 001-36409
Letter
May 13, 2025 Anthony Maretic Chief Financial Officer City Office REIT, Inc. 666 Burrard Street, Suite 3210 Vancouver, BC V6C 2X8 Re:City Office REIT, Inc. Form 10-K for the fiscal year ended December 31, 2024 Form 8-K filed February 20, 2025 File No. 001-36409 Dear Anthony Maretic: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the fiscal year ended December 31, 2024 Notes to Consolidated Financial Statements 13. Segment Information, page 77 1.We note your statement that “Significant expenses that comprise property operating expenses within NOI primarily include building common area and maintenance expenses, insurance, property taxes, property management fees, as well as certain expenses that are not recoverable from tenants.” Pleases tell us how you determined it was unnecessary to quantify each of these significant expenses. In your response, please address your consideration of ASC 280-10-50-26A. Form 8-K filed February 20, 2025 Exhibit 99.1 2025 Outlook, page 3 We note you provide Full Year 2025 Guidance for Net Operating Income ("NOI") and 2.
May 13, 2025 Page 2 Same Store Cash NOI Change. Please tell us how you considered providing the reconciliations required by Item 10(e)(1)(i)(B) of Regulation S-K. Please refer to Question 102.10(b) of the Division's Compliance and Disclosure Interpretations for Non-GAAP financial measures. Reconciliation of Rental and Other Revenues to Same Store NOI and Same Store Cash NOI, page 10 3.We note your presentation of NOI, a non-GAAP measure, within your earnings release. It does not appear that you have included a reconciliation of this measure with the most directly comparable GAAP measure (i.e., net income). In future filings, please include a reconciliation of NOI that complies with Item 10(e)(1)(i)(B) of Regulation S-K, or advise. Further, your reconciliation should begin with the GAAP measure, so the non-GAAP measure does not receive undue prominence. Please refer to Question 102.10(b) of the Division's Compliance and Disclosure Interpretations for Non-GAAP financial measures. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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May 13, 2025
Anthony Maretic
Chief Financial Officer
City Office REIT, Inc.
666 Burrard Street, Suite 3210
Vancouver, BC
V6C 2X8
Re:City Office REIT, Inc.
Form 10-K for the fiscal year ended December 31, 2024
Form 8-K filed February 20, 2025
File No. 001-36409
Dear Anthony Maretic:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2024
Notes to Consolidated Financial Statements
13. Segment Information, page 77
1.We note your statement that “Significant expenses that comprise property operating
expenses within NOI primarily include building common area and maintenance
expenses, insurance, property taxes, property management fees, as well as certain
expenses that are not recoverable from tenants.” Pleases tell us how you determined it
was unnecessary to quantify each of these significant expenses. In your response,
please address your consideration of ASC 280-10-50-26A.
Form 8-K filed February 20, 2025
Exhibit 99.1
2025 Outlook, page 3
We note you provide Full Year 2025 Guidance for Net Operating Income ("NOI") and 2.
May 13, 2025
Page 2
Same Store Cash NOI Change. Please tell us how you considered providing the
reconciliations required by Item 10(e)(1)(i)(B) of Regulation S-K. Please refer to
Question 102.10(b) of the Division's Compliance and Disclosure Interpretations for
Non-GAAP financial measures.
Reconciliation of Rental and Other Revenues to Same Store NOI and Same Store Cash NOI,
page 10
3.We note your presentation of NOI, a non-GAAP measure, within your earnings
release. It does not appear that you have included a reconciliation of this measure with
the most directly comparable GAAP measure (i.e., net income). In future filings,
please include a reconciliation of NOI that complies with Item 10(e)(1)(i)(B) of
Regulation S-K, or advise. Further, your reconciliation should begin with the GAAP
measure, so the non-GAAP measure does not receive undue prominence. Please refer
to Question 102.10(b) of the Division's Compliance and Disclosure Interpretations for
Non-GAAP financial measures.
In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction