x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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90-0929989
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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405 Park Ave., 4th Floor, New York, New York
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10022
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(Address of principal executive offices)
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(Zip Code)
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(212) 415-6500
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(Registrant's telephone number, including area code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Page
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September 30,
2017 |
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December 31,
2016 |
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(Unaudited)
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ASSETS
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Real estate investments, at cost:
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Land
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$
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606,296
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$
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328,656
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Buildings, fixtures and improvements
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2,444,410
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1,395,602
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Acquired intangible lease assets
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461,550
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300,129
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Total real estate investments, at cost
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3,512,256
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2,024,387
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Less: accumulated depreciation and amortization
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(380,468
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)
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(287,090
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)
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Total real estate investments, net
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3,131,788
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1,737,297
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Cash and cash equivalents
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68,543
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131,215
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Restricted cash
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17,729
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7,890
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Commercial mortgage loan, held for investment, net
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17,191
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17,175
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Deposits for real estate acquisitions
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810
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—
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Prepaid expenses and other assets
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53,140
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29,513
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Goodwill
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1,605
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—
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Deferred costs, net
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8,280
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3,767
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Assets held for sale
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2,489
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137,602
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Total assets
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$
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3,301,575
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$
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2,064,459
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LIABILITIES AND EQUITY
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Mortgage notes payable, net of deferred financing costs
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$
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1,083,079
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$
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1,022,275
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Mortgage premiums, net
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11,707
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10,681
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Credit facility
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260,000
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—
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Market lease liabilities, net
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112,673
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13,915
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Accounts payable and accrued expenses (including $1,798 and $910 due to related parties as of September 30, 2017 and December 31, 2016, respectively)
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29,849
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13,553
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Derivatives, at fair value
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53
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—
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Deferred rent and other liabilities
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10,482
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9,970
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Distributions payable
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11,185
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9,199
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Total liabilities
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1,519,028
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1,079,593
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Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding
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—
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—
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Common stock, $0.01 par value per share, 300,000,000 shares authorized, 104,644,581 and 65,805,184 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively
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1,046
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658
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Additional paid-in capital
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2,380,885
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1,449,662
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Accumulated other comprehensive income
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44
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—
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Accumulated deficit
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(604,079
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)
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(465,454
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)
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Total stockholders' equity
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1,777,896
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984,866
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Non-controlling interests
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4,651
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—
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Total equity
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1,782,547
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984,866
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Total liabilities and equity
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$
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3,301,575
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$
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2,064,459
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2017
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2016
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2017
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2016
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Revenues:
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Rental income
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$
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62,287
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$
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41,357
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$
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176,867
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$
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123,033
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Operating expense reimbursements
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7,182
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3,162
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20,936
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8,979
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Interest income from debt investments
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260
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239
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753
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809
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Total revenues
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69,729
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44,758
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198,556
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132,821
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Operating expenses:
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Asset management fees to related party
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5,250
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4,500
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15,250
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13,500
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Property operating
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10,760
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3,511
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29,996
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10,131
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Impairment charges
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7,605
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117
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14,183
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117
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Acquisition and transaction related
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1,173
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4,381
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7,556
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5,458
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General and administrative
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4,986
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2,998
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15,067
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8,840
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Depreciation and amortization
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41,132
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25,446
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113,048
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76,477
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Total operating expenses
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70,906
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40,953
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195,100
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114,523
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Operating income
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(1,177
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)
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3,805
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3,456
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18,298
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Other (expense) income:
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Interest expense
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(14,502
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(12,574
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(44,912
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(37,533
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)
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Gain on sale of real estate investments
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264
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—
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14,095
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454
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Other income
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18
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40
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211
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121
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Total other expense, net
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(14,220
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(12,534
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(30,606
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(36,958
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Net loss
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(15,397
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(8,729
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(27,150
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(18,660
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)
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Net loss attributable to non-controlling interests
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30
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—
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45
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—
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Net loss attributable to stockholders
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(15,367
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)
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(8,729
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)
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(27,105
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)
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(18,660
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)
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Other comprehensive income:
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Change in unrealized gain on derivative
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10
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—
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44
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—
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Comprehensive loss attributable to stockholders
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$
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(15,357
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)
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$
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(8,729
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)
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$
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(27,061
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)
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$
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(18,660
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)
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Basic and diluted weighted-average shares outstanding
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104,545,591
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65,741,735
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97,852,337
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65,334,465
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Basic and diluted net loss per share attributable to stockholders
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$
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(0.15
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)
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$
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(0.13
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)
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$
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(0.28
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)
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$
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(0.29
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)
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Common Stock
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Number of
Shares
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Par Value
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Additional Paid-in
Capital
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Accumulated Other Comprehensive Income
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Accumulated Deficit
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Total Stockholders' Equity
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Non-controlling Interests
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Total Equity
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|||||||||||||||
Balance, December 31, 2016
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65,805,184
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$
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658
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$
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1,449,662
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—
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$
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(465,454
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)
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$
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984,866
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$
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—
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$
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984,866
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Issuances of common stock
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38,210,213
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|
382
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|
|
916,664
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|
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—
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—
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917,046
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—
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917,046
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Common stock issued through distribution reinvestment plan
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1,845,665
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18
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|
43,506
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—
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—
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|
43,524
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—
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43,524
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Common stock repurchases
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(1,225,378
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)
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(12
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)
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(29,049
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)
|
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—
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|
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—
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(29,061
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)
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—
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|
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(29,061
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)
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Share-based compensation, net of forfeitures
|
8,897
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—
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|
|
102
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|
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—
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|
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—
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|
|
102
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|
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—
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|
|
102
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|
|||||||
Distributions declared
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—
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—
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—
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|
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—
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|
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(111,520
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)
|
|
(111,520
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)
|
|
—
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|
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(111,520
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)
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Issuances of operating partnership units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
|
—
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|
|
—
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|
|
4,887
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|
|
4,887
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|||||||
Distributions to non-controlling interest holders
|
—
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|
|
—
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|
|
—
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|
|
—
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|
|
—
|
|
|
—
|
|
|
(191
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)
|
|
(191
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)
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|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,105
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)
|
|
(27,105
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)
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(45
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)
|
|
(27,150
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)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
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|
|
44
|
|
|
—
|
|
|
44
|
|
|||||||
Balance, September 30, 2017
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104,644,581
|
|
|
$
|
1,046
|
|
|
$
|
2,380,885
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|
|
$
|
44
|
|
|
$
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(604,079
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)
|
|
$
|
1,777,896
|
|
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$
|
4,651
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$
|
1,782,547
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Nine Months Ended September 30,
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||||||
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2017
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|
2016
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||||
Cash flows from operating activities:
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|
|
|
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Net loss
|
$
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(27,150
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)
|
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$
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(18,660
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)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
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|
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|
||||
Depreciation
|
62,719
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|
50,595
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Amortization of in-place lease assets
|
50,149
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|
25,841
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Amortization (including accelerated write-off) of deferred costs
|
5,734
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|
|
3,408
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|
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Amortization of mortgage premiums on borrowings
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(3,117
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)
|
|
(3,221
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)
|
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Discount accretion on commercial mortgage loan
|
(16
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)
|
|
(28
|
)
|
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Amortization of market lease intangibles, net
|
(3,085
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)
|
|
506
|
|
||
Share-based compensation
|
102
|
|
|
52
|
|
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Mark-to-market adjustments
|
(105
|
)
|
|
—
|
|
||
Gain on sale of real estate investments
|
(14,095
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)
|
|
(454
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)
|
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Impairment charges
|
14,183
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|
|
117
|
|
||
Changes in assets and liabilities:
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|
|
|
||||
Prepaid expenses and other assets
|
(7,912
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)
|
|
(6,638
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)
|
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Accounts payable and accrued expenses
|
(5,297
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)
|
|
6,101
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|
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Deferred rent and other liabilities
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(8,295
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)
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(1,865
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)
|
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Restricted cash
|
659
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|
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—
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|
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Net cash provided by operating activities
|
64,474
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|
55,754
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|
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Cash flows from investing activities:
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|
|
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Proceeds from sale of commercial mortgage loans
|
—
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|
|
56,884
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|
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Capital expenditures
|
(4,344
|
)
|
|
—
|
|
||
Investments in real estate and other assets
|
(107,108
|
)
|
|
(34,244
|
)
|
||
Deposits for real estate investments
|
(810
|
)
|
|
—
|
|
||
Proceeds from sale of real estate investments
|
179,014
|
|
|
15,521
|
|
||
Cash paid in merger transaction
|
(94,502
|
)
|
|
—
|
|
||
Cash acquired in merger transaction
|
21,922
|
|
|
—
|
|
||
Restricted cash
|
(1,033
|
)
|
|
—
|
|
||
Net cash (used in) provided by investing activities
|
(6,861
|
)
|
|
38,161
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|||
Proceeds from mortgage notes payable
|
23,950
|
|
|
—
|
|
||
Payments on mortgage notes payable
|
(3,364
|
)
|
|
(752
|
)
|
||
Proceeds from credit facility
|
70,000
|
|
|
—
|
|
||
Payments on credit facility
|
(114,000
|
)
|
|
—
|
|
||
Payments of financing costs
|
(1,576
|
)
|
|
(3,512
|
)
|
||
Common stock repurchases
|
(29,061
|
)
|
|
(16,253
|
)
|
||
Distributions paid
|
(66,010
|
)
|
|
(60,509
|
)
|
||
Restricted cash
|
(224
|
)
|
|
(3
|
)
|
||
Net cash used in financing activities
|
(120,285
|
)
|
|
(81,029
|
)
|
||
Net change in cash and cash equivalents
|
(62,672
|
)
|
|
12,886
|
|
||
Cash and cash equivalents, beginning of period
|
131,215
|
|
|
130,500
|
|
||
Cash and cash equivalents, end of period
|
$
|
68,543
|
|
|
$
|
143,386
|
|
|
|
|
|
||||
|
|
|
|
Supplemental Disclosures:
|
|
|
|
||||
Cash paid for interest
|
$
|
41,534
|
|
|
$
|
36,901
|
|
Cash paid for income taxes
|
$
|
736
|
|
|
$
|
738
|
|
|
|
|
|
||||
Non-Cash Investing and Financing Activities:
|
|
|
|
||||
Equity issued in the merger transaction
|
$
|
921,930
|
|
|
$
|
—
|
|
Credit facility assumed or used to acquire investments in real estate
|
$
|
304,000
|
|
|
$
|
—
|
|
Mortgage notes payable assumed or used to acquire investments in real estate
|
$
|
127,651
|
|
|
$
|
—
|
|
Premiums on assumed mortgage notes payable
|
$
|
4,143
|
|
|
$
|
—
|
|
Mortgage notes payable released in connection with disposition of real estate
|
$
|
(89,978
|
)
|
|
$
|
(13,941
|
)
|
Common stock issued through distribution reinvestment plan
|
$
|
43,524
|
|
|
$
|
20,499
|
|
Accrued capital expenditures
|
$
|
1,012
|
|
|
$
|
—
|
|
(In thousands)
|
|
RCA
|
||
Total Consideration:
|
|
|
||
Fair value of the Cash Consideration, including redemption of fractional shares, as defined in the Merger Agreement
|
|
$
|
94,504
|
|
Fair value of the Stock Consideration
|
|
917,046
|
|
|
Fair value of the Partnership Merger Consideration
|
|
2
|
|
|
Fair value of the Class B Consideration
|
|
4,882
|
|
|
Fair value of the Total Merger Consideration
|
|
$
|
1,016,434
|
|
|
|
|
||
Assets Acquired at Fair Value
|
|
|
||
Land
|
|
$
|
282,063
|
|
Buildings, fixtures and improvements
|
|
1,079,944
|
|
|
Acquired intangible lease assets
|
|
178,634
|
|
|
Total real estate investments, at fair value
|
|
1,540,641
|
|
|
Cash and cash equivalents
|
|
21,922
|
|
|
Restricted cash
|
|
4,241
|
|
|
Prepaid expenses and other assets
(1)
|
|
18,959
|
|
|
Goodwill
(1)
|
|
1,605
|
|
|
Total assets acquired at fair value
|
|
1,587,368
|
|
|
Liabilities Assumed at Fair Value
|
|
|
||
Mortgage notes payable
|
|
127,651
|
|
|
Mortgage premiums
|
|
4,143
|
|
|
Credit facility
|
|
304,000
|
|
|
Market lease liabilities
|
|
104,840
|
|
|
Derivatives
|
|
203
|
|
|
Accounts payable and accrued expenses
|
|
21,291
|
|
|
Deferred rent and other liabilities
|
|
8,806
|
|
|
Total liabilities assumed at fair value
|
|
570,934
|
|
|
Net assets acquired
|
|
$
|
1,016,434
|
|
(1)
|
Prepaid expenses and other assets includes a measurement period adjustment of
$0.5 million
that was recognized during the
three months ended September 30, 2017
. As a result, goodwill was increased by
$0.5 million
.
|
|
|
Nine Months Ended September 30,
|
||||||
(Dollar amounts in thousands)
|
|
2017
|
|
2016
|
||||
Real estate investments, at cost
(1)
:
|
|
|
|
|
||||
Land
|
|
$
|
303,868
|
|
|
$
|
1,729
|
|
Buildings, fixtures and improvements
|
|
1,150,645
|
|
|
29,664
|
|
||
Total tangible assets
|
|
1,454,513
|
|
|
31,393
|
|
||
Acquired intangibles:
(2)
|
|
|
|
|
||||
In-place leases
|
|
170,748
|
|
|
3,162
|
|
||
Above-market lease assets
|
|
22,862
|
|
|
548
|
|
||
Below-market ground lease asset
|
|
1,233
|
|
|
—
|
|
||
Above-market ground lease liability
|
|
—
|
|
|
(85
|
)
|
||
Below-market lease liabilities
|
|
(106,369
|
)
|
|
(774
|
)
|
||
Total intangible assets, net
|
|
88,474
|
|
|
2,851
|
|
||
Credit facility assumed in the Merger
|
|
(304,000
|
)
|
|
—
|
|
||
Mortgage notes payable assumed in the Merger
|
|
(127,651
|
)
|
|
—
|
|
||
Premiums on mortgage notes payable assumed in the Merger
|
|
(4,143
|
)
|
|
—
|
|
||
Other assets acquired and (liabilities assumed) in the Merger, net
|
|
16,427
|
|
|
—
|
|
||
Consideration paid for acquired real estate investments, net of liabilities assumed
|
|
$
|
1,123,620
|
|
|
$
|
34,244
|
|
Number of properties purchased
|
|
81
|
|
|
4
|
|
(1)
|
Real estate investments, at cost and market lease liabilities acquired during the
nine months ended September 30, 2017
have been provisionally allocated pending receipt and review of final appraisals and/or other information.
|
(2)
|
Weighted-average remaining amortization periods for in-place leases, above-market lease assets and below-market lease liabilities acquired during the
nine months ended September 30, 2017
were
7.1 years
,
9.1 years
and
18.9 years
, respectively, as of each property's respective acquisition date.
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(In thousands)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-place leases
|
|
$
|
427,467
|
|
|
$
|
136,586
|
|
|
$
|
290,881
|
|
|
$
|
286,548
|
|
|
$
|
95,547
|
|
|
$
|
191,001
|
|
Above-market lease assets
|
|
32,850
|
|
|
10,993
|
|
|
21,857
|
|
|
13,581
|
|
|
8,106
|
|
|
5,475
|
|
||||||
Below-market ground lease asset
|
|
1,233
|
|
|
20
|
|
|
1,213
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total acquired intangible lease assets
|
|
$
|
461,550
|
|
|
$
|
147,599
|
|
|
$
|
313,951
|
|
|
$
|
300,129
|
|
|
$
|
103,653
|
|
|
$
|
196,476
|
|
Intangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Above-market ground lease liability
|
|
$
|
85
|
|
|
$
|
2
|
|
|
$
|
83
|
|
|
$
|
85
|
|
|
$
|
1
|
|
|
$
|
84
|
|
Below-market lease liabilities
|
|
124,719
|
|
|
12,129
|
|
|
112,590
|
|
|
18,443
|
|
|
4,612
|
|
|
13,831
|
|
||||||
Total acquired intangible lease liabilities
|
|
$
|
124,804
|
|
|
$
|
12,131
|
|
|
$
|
112,673
|
|
|
$
|
18,528
|
|
|
$
|
4,613
|
|
|
$
|
13,915
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
In-place leases
|
|
$
|
18,685
|
|
|
$
|
8,550
|
|
|
$
|
50,149
|
|
|
$
|
25,841
|
|
Total added to depreciation and amortization
|
|
$
|
18,685
|
|
|
$
|
8,550
|
|
|
$
|
50,149
|
|
|
$
|
25,841
|
|
|
|
|
|
|
|
|
|
|
||||||||
Above-market leases
|
|
$
|
(1,607
|
)
|
|
$
|
(724
|
)
|
|
$
|
(4,387
|
)
|
|
$
|
(2,220
|
)
|
Below-market lease liabilities
|
|
3,134
|
|
|
752
|
|
|
7,491
|
|
|
1,713
|
|
||||
Total added to (deducted from) rental income
|
|
$
|
1,527
|
|
|
$
|
28
|
|
|
$
|
3,104
|
|
|
$
|
(507
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Below-market ground lease asset
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
Above-market ground lease liability
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Total deducted from property operating expenses
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
(1
|
)
|
(In thousands)
|
|
October 1, 2017 to December 31, 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
In-place leases
|
|
$
|
15,923
|
|
|
$
|
54,238
|
|
|
$
|
43,938
|
|
|
$
|
34,907
|
|
|
$
|
29,736
|
|
Total to be added to depreciation and amortization
|
|
$
|
15,923
|
|
|
$
|
54,238
|
|
|
$
|
43,938
|
|
|
$
|
34,907
|
|
|
$
|
29,736
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Above-market leases
|
|
$
|
(1,426
|
)
|
|
$
|
(4,096
|
)
|
|
$
|
(3,244
|
)
|
|
$
|
(2,422
|
)
|
|
$
|
(2,085
|
)
|
Below-market lease liabilities
|
|
2,356
|
|
|
9,213
|
|
|
8,516
|
|
|
7,795
|
|
|
6,936
|
|
|||||
Total to be added to rental income
|
|
$
|
930
|
|
|
$
|
5,117
|
|
|
$
|
5,272
|
|
|
$
|
5,373
|
|
|
$
|
4,851
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Below-market ground lease asset
|
|
$
|
7
|
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
32
|
|
Above-market ground lease liability
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Total to be added to property operating expenses
|
|
$
|
7
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
|
Nine Months Ended September 30,
|
||||||
(In thousands, except per share data)
|
|
2017
(1)
|
|
2016
|
||||
Pro forma revenues
|
|
$
|
218,529
|
|
|
$
|
237,564
|
|
Pro forma net loss
|
|
$
|
(20,062
|
)
|
|
$
|
(10,084
|
)
|
Basic and diluted pro forma net loss per share
|
|
$
|
(0.19
|
)
|
|
$
|
(0.10
|
)
|
(1)
|
For the
nine months ended September 30, 2017
, aggregate revenues and net income derived from the Company's 2017 acquisitions (for the Company's period of ownership) were
$84.8 million
and
$7.6 million
, respectively.
|
(In thousands)
|
|
Future Minimum
Base Rent Payments
|
||
October 1, 2017 to December 31, 2017
|
|
$
|
58,208
|
|
2018
|
|
223,642
|
|
|
2019
|
|
213,028
|
|
|
2020
|
|
196,395
|
|
|
2021
|
|
183,829
|
|
|
Thereafter
|
|
1,110,173
|
|
|
|
|
$
|
1,985,275
|
|
*
|
Tenant's annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income for all properties as of the date specified.
|
*
|
State's annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income for all properties as of the date specified.
|
(Dollar amounts in thousands)
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Real estate investments held for sale, at cost:
|
|
|
|
|
||||
Land
|
|
$
|
735
|
|
|
$
|
7,225
|
|
Buildings, fixtures and improvements
|
|
2,423
|
|
|
142,798
|
|
||
Acquired intangible lease assets
|
|
404
|
|
|
18,145
|
|
||
Total real estate assets held for sale, at cost
|
|
3,562
|
|
|
168,168
|
|
||
Less accumulated depreciation and amortization
|
|
(1,007
|
)
|
|
(29,213
|
)
|
||
Total real estate investments held for sale, net
|
|
2,555
|
|
|
138,955
|
|
||
|
|
|
|
|
||||
Impairment charges related to properties reclassified as held for sale
|
|
(66
|
)
|
|
(1,353
|
)
|
||
Assets held for sale
|
|
$
|
2,489
|
|
|
$
|
137,602
|
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||
Loan Type
|
|
Property Type
|
|
Par Value
|
|
Percentage
|
|
Par Value
|
|
Percentage
|
||||||
|
|
|
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||||
Senior
|
|
Student Housing — Multifamily
|
|
$
|
17,200
|
|
|
100.0
|
%
|
|
$
|
17,200
|
|
|
100
|
%
|
Investment Rating
|
|
Summary Description
|
1
|
|
Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
|
2
|
|
Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
|
3
|
|
Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
|
4
|
|
Underperforming investment with some loss of interest expected but still expecting a positive return on investment. Trends and risk factors are negative.
|
5
|
|
Underperforming investment with expected loss of interest and some principal.
|
|
|
Nine Months Ended
|
||||||
(In thousands)
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
Beginning balance
|
|
$
|
17,175
|
|
|
$
|
17,135
|
|
Discount accretion and premium amortization
(1)
|
|
16
|
|
|
15
|
|
||
Ending balance
|
|
$
|
17,191
|
|
|
$
|
17,150
|
|
(1)
|
Includes amortization of capitalized origination fees and expenses.
|
|
|
|
|
Outstanding Loan Amount as of
|
|
Effective Interest Rate as of
|
|
|
|
|
|
|
||||||||||
Portfolio
|
|
Encumbered Properties
|
|
September 30,
2017 |
|
December 31,
2016 |
|
September 30,
2017 |
|
December 31,
2016 |
|
Interest Rate
|
|
Maturity
|
|
Anticipated Repayment
|
||||||
|
|
|
|
(In thousands)
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||
SAAB Sensis I
|
|
1
|
|
$
|
7,565
|
|
|
$
|
7,841
|
|
|
5.93
|
%
|
|
5.93
|
%
|
|
Fixed
|
|
Apr. 2025
|
|
Apr. 2025
|
SunTrust Bank II
|
|
27
|
|
22,756
|
|
|
25,000
|
|
|
5.50
|
%
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
C&S Wholesale Grocer I
(1)
|
|
—
|
|
—
|
|
|
82,313
|
|
|
—
|
%
|
|
5.48
|
%
|
|
Fixed
|
|
Apr. 2037
|
|
Apr. 2017
|
||
SunTrust Bank III
|
|
104
|
|
82,685
|
|
|
88,567
|
|
|
5.50
|
%
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
SunTrust Bank IV
|
|
27
|
|
21,243
|
|
|
21,243
|
|
|
5.50
|
%
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
Sanofi US I
|
|
1
|
|
125,000
|
|
|
125,000
|
|
|
5.16
|
%
|
|
5.16
|
%
|
|
Fixed
|
|
Jul. 2026
|
|
Jan. 2021
|
||
Stop & Shop I
|
|
4
|
|
37,744
|
|
|
38,271
|
|
|
5.63
|
%
|
|
5.63
|
%
|
|
Fixed
|
|
Jun. 2041
|
|
Jun. 2021
|
||
Multi-Tenant Mortgage Loan
|
|
266
|
|
648,222
|
|
|
649,532
|
|
|
4.36
|
%
|
|
4.36
|
%
|
|
Fixed
|
|
Sep. 2020
|
|
Sep. 2020
|
||
Liberty Crossing
|
|
1
|
|
11,000
|
|
|
—
|
|
|
4.66
|
%
|
|
—
|
%
|
|
Fixed
|
|
Jul. 2018
|
|
Jul. 2018
|
||
San Pedro Crossing
|
|
1
|
|
17,985
|
|
|
—
|
|
|
3.79
|
%
|
|
—
|
%
|
|
Fixed
|
|
Jan. 2018
|
|
Jan. 2018
|
||
Tiffany Springs MarketCenter
|
|
1
|
|
33,802
|
|
|
—
|
|
|
3.92
|
%
|
|
—
|
%
|
|
Fixed
|
(3)
|
Oct. 2018
|
|
Oct. 2018
|
||
Shops at Shelby Crossing
|
|
1
|
|
23,105
|
|
|
—
|
|
|
4.97
|
%
|
|
—
|
%
|
|
Fixed
|
|
Mar. 2024
|
|
Mar. 2024
|
||
Patton Creek
|
|
1
|
|
41,060
|
|
|
—
|
|
|
5.76
|
%
|
|
—
|
%
|
|
Fixed
|
|
Dec. 2020
|
|
Dec. 2020
|
||
Bob Evans I
|
|
23
|
|
23,950
|
|
|
—
|
|
|
4.71
|
%
|
|
—
|
%
|
|
Fixed
|
|
Sep. 2037
|
|
Sep. 2027
|
||
Gross mortgage notes payable
|
|
458
|
|
1,096,117
|
|
|
1,037,767
|
|
|
4.69
|
%
|
(2)
|
4.75
|
%
|
(2)
|
|
|
|
|
|
||
Deferred financing costs, net of accumulated amortization
|
|
|
|
(13,038
|
)
|
|
(15,492
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage notes payable, net of deferred financing costs
|
|
|
|
$
|
1,083,079
|
|
|
$
|
1,022,275
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Company paid off the full mortgage balance secured by the C&S Wholesale Grocer properties on April 19, 2017.
|
(2)
|
Calculated on a weighted-average basis for all mortgages outstanding as of the dates indicated.
|
(3)
|
Fixed as a result of entering into a swap agreement, which is included in derivatives, at fair value on the unaudited consolidated balance sheet as of
September 30, 2017
.
|
(In thousands)
|
|
Future Principal Payments
|
||
October 1, 2017 to December 31, 2017
|
|
$
|
582
|
|
2018
|
|
65,182
|
|
|
2019
|
|
2,533
|
|
|
2020
|
|
689,107
|
|
|
2021
|
|
1,398
|
|
|
Thereafter
|
|
337,315
|
|
|
|
|
$
|
1,096,117
|
|
(In thousands)
|
|
Quoted Prices
in Active
Markets
Level 1
|
|
Significant Other
Observable
Inputs
Level 2
|
|
Significant
Unobservable
Inputs
Level 3
|
|
Total
|
||||||||
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impaired real estate investments held for sale
|
|
$
|
—
|
|
|
$
|
573
|
|
|
$
|
—
|
|
|
$
|
573
|
|
Impaired real estate investments held for use
|
|
—
|
|
|
25,457
|
|
|
—
|
|
|
25,457
|
|
||||
Interest rate swap
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
||||
Total
|
|
$
|
—
|
|
|
$
|
25,977
|
|
|
$
|
—
|
|
|
$
|
25,977
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Impaired real estate investments held for sale
|
|
$
|
—
|
|
|
$
|
961
|
|
|
$
|
—
|
|
|
$
|
961
|
|
Impaired real estate Investments held for use
|
|
—
|
|
|
6,525
|
|
|
45,032
|
|
|
51,557
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
7,486
|
|
|
$
|
45,032
|
|
|
$
|
52,518
|
|
|
|
|
|
Carrying Amount at
|
|
Fair Value at
|
|
Carrying Amount at
|
|
Fair Value at
|
||||||||
(In thousands)
|
|
Level
|
|
September 30, 2017
|
|
September 30, 2017
|
|
December 31, 2016
|
|
December 31, 2016
|
||||||||
Commercial mortgage loan, held for investment
|
|
3
|
|
$
|
17,191
|
|
|
$
|
17,200
|
|
|
$
|
17,175
|
|
|
$
|
17,200
|
|
Gross mortgage notes payable and mortgage premiums, net
|
|
3
|
|
$
|
1,107,824
|
|
|
$
|
1,114,908
|
|
|
$
|
1,048,448
|
|
|
$
|
1,076,065
|
|
Credit facility
|
|
3
|
|
$
|
260,000
|
|
|
$
|
260,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
September 30, 2017
|
||||
Interest Rate Derivative
|
|
Number of
Instruments
|
|
Notional Amount
|
||
|
|
|
|
(In thousands)
|
||
Interest Rate Swap
|
|
1
|
|
$
|
34,098
|
|
(In thousands)
|
|
Balance Sheet Location
|
|
September 30, 2017
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
||
Interest Rate Swap
|
|
Derivatives, at fair value
|
|
$
|
(53
|
)
|
(In thousands)
|
|
Three Months Ended September 30, 2017
|
|
Nine Months Ended September 30, 2017
|
||||
Amount of gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives (effective portion)
|
|
$
|
1
|
|
|
9
|
|
|
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense
|
|
$
|
(9
|
)
|
|
$
|
(35
|
)
|
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
after one year from the purchase date —
92.5%
of the then-current
Estimated Per-Share NAV
;
|
•
|
after two years from the purchase date —
95.0%
of the then-current
Estimated Per-Share NAV
;
|
•
|
after three years from the purchase date —
97.5%
of the then-current
Estimated Per-Share NAV
; and
|
•
|
after four years from the purchase date —
100.0%
of the then-current
Estimated Per-Share NAV
.
|
|
|
Number of Shares
|
|
Weighted-Average Price per Share
|
|||
Cumulative repurchases as of December 31, 2016
|
|
2,081,499
|
|
|
$
|
24.12
|
|
Three months ended March 31, 2017
|
|
848,822
|
|
(1)
|
23.85
|
|
|
Three months ended June 30, 2017
|
|
6,084
|
|
|
23.83
|
|
|
Three months ended September 30, 2017
|
|
370,472
|
|
(2)
|
23.41
|
|
|
Cumulative repurchases as of September 30, 2017
|
|
3,306,877
|
|
|
$
|
23.97
|
|
(1)
|
Excludes rejected repurchase requests received during 2016 with respect to
5.9 million
shares for
$140.1 million
at a weighted-average price per share of
23.65
.
|
(2)
|
In July 2017, following the effectiveness of the amendment and restatement of the SRP, the Company's board of directors approved
100%
of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to June 30, 2017. No repurchases have been or will be made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP.
|
(In thousands)
|
|
Future Minimum Base Rent Payments
|
||
October 1, 2017 to December 31, 2017
|
|
$
|
361
|
|
2018
|
|
1,427
|
|
|
2019
|
|
1,437
|
|
|
2020
|
|
1,219
|
|
|
2021
|
|
901
|
|
|
Thereafter
|
|
13,450
|
|
|
|
|
$
|
18,795
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Payable as of
|
||||||||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
September 30,
2017 |
|
December 31,
2016 |
||||||||||||
One-time fees and reimbursements:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisition fees and related cost reimbursements
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ongoing fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset management fees
|
|
5,250
|
|
|
4,500
|
|
|
15,250
|
|
|
13,500
|
|
|
—
|
|
|
—
|
|
||||||
Property management and leasing fees
|
|
1,965
|
|
|
—
|
|
|
4,788
|
|
|
—
|
|
|
570
|
|
|
—
|
|
||||||
Professional fees and other reimbursements
(1)
|
|
2,136
|
|
|
780
|
|
|
5,963
|
|
|
2,303
|
|
|
1,085
|
|
|
763
|
|
||||||
Distributions on Class B Units
(1)
|
|
345
|
|
|
436
|
|
|
1,206
|
|
|
1,300
|
|
|
112
|
|
|
147
|
|
||||||
Total related party operation fees and reimbursements
|
|
$
|
9,745
|
|
|
$
|
5,716
|
|
|
$
|
27,307
|
|
|
$
|
17,103
|
|
|
$
|
1,798
|
|
|
$
|
910
|
|
(1)
|
These costs are included in general and administrative expense on the consolidated statements of operations and comprehensive loss.
|
•
|
the sum of (i) the "market value" (as defined in the Listing Note) of the Company's common stock plus (ii) the sum of all distributions or dividends (from any source) paid by the Company to its stockholders prior to the Listing; and
|
•
|
the sum of (i) the gross proceeds ("Gross Proceeds") of all public and private offerings, including issuance of the Company's common stock pursuant to a merger or business combination (an "Offering") plus (ii) the total amount of cash that, if distributed to those stockholders who purchased shares of common stock in an Offering, would have provided those stockholders a
6.0%
cumulative, non-compounded, pre-tax annual return (based on a 365-day year) on the Gross Proceeds.
|
•
|
it increased the number of shares of the Company's common stock, available for awards thereunder from
5.0%
of the Company's outstanding shares of common stock on a fully diluted basis at any time, not to exceed
3.4 million
shares of common stock, to
10.0%
of the Company's outstanding shares of common stock on a fully diluted basis at any time;
|
•
|
it removes the fixed amount of shares that were automatically granted to the Company's independent directors; and
|
•
|
it adds restricted stock units ("RSUs" and, together with restricted shares, "restricted stock") (including dividend equivalent rights thereon) as a permitted form of award.
|
|
Number of Shares of Common Stock
|
|
Weighted-Average Issue Price
|
|||
Unvested, December 31, 2016
|
9,367
|
|
|
$
|
23.70
|
|
Granted
|
8,897
|
|
|
23.59
|
|
|
Vested
|
(2,556
|
)
|
|
23.47
|
|
|
Unvested, September 30, 2017
|
15,708
|
|
|
$
|
24.00
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In thousands, except share and per share amounts)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Basic and diluted net loss attributable to stockholders
|
|
$
|
(15,367
|
)
|
|
$
|
(8,729
|
)
|
|
$
|
(27,105
|
)
|
|
$
|
(18,660
|
)
|
Basic and diluted weighted-average shares outstanding
|
|
104,545,591
|
|
|
65,741,735
|
|
|
97,852,337
|
|
|
65,334,465
|
|
||||
Basic and diluted net loss per share attributable to stockholders
|
|
$
|
(0.15
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.29
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Unvested restricted stock
(1)
|
|
14,404
|
|
|
8,381
|
|
|
12,030
|
|
|
7,521
|
|
OP Units
(2)
|
|
203,612
|
|
|
90
|
|
|
169,319
|
|
|
90
|
|
Class B Units
|
|
1,052,420
|
|
|
1,052,420
|
|
|
1,052,420
|
|
|
1,052,420
|
|
Total weighted-average antidilutive common share equivalents
|
|
1,270,436
|
|
|
1,060,891
|
|
|
1,233,769
|
|
|
1,060,031
|
|
(1)
|
Weighted-average number of shares of unvested restricted stock outstanding for the period presented. There were
15,710
and
9,367
shares of unvested restricted stock outstanding as of
September 30, 2017
and
2016
, respectively.
|
(2)
|
Weighted-average number of OP Units outstanding for the period presented. There were
203,612
and
90
OP Units outstanding as of
September 30, 2017
and
2016
, respectively.
|
•
|
The anticipated benefits from the Mergers (as defined below) with American Realty Capital - Retail Centers of American, Inc. ("RCA") may not be realized or may take longer to realize than expected.
|
•
|
All of our executive officers are also officers, managers, employees or holders of a direct or indirect controlling interest in the Advisor or other entities under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, "AR Global" or the "Sponsor"). As a result, our executive officers, the Advisor and its affiliates face conflicts of interest, including significant conflicts created by the Advisor's compensation arrangements with us and other investment programs advised by affiliates of the Sponsor and conflicts in allocating time among these entities and us, which could negatively impact our operating results.
|
•
|
Although we have announced our intention to list our common stock on an exchange at a time yet to be determined, there can be no assurance that our common stock will be listed or of the price at which our common stock may trade. No public market currently exists, or may ever exist, for shares of our common stock and shares of our common stock are, and may continue to be, illiquid.
|
•
|
Lincoln Retail REIT Services, LLC ("Lincoln") and its affiliates, which provides services to the Advisor in connection with our stabilized core retail portfolio, faces conflicts of interest in allocating its employees' time between providing real estate-related services to the Advisor and other programs and activities in which they are presently involved or may be involved in the future.
|
•
|
The performance of our retail portfolio is linked to the market for retail space generally and factors that may impact our retail tenants, such as the increasing use of the Internet by retailers and consumers.
|
•
|
We depend on tenants for our rental revenue and, accordingly, our rental revenue is dependent upon the success and economic viability of our tenants.
|
•
|
We have not generated, and in the future may not generate, operating cash flows sufficient to cover 100% of our distributions, and, as such, we may be forced to source distributions from borrowings, which may not be available, or depend on the Advisor to waive reimbursement of certain expenses or fees. There is no assurance that the Advisor will waive reimbursement of expenses or fees.
|
•
|
We may be unable to pay or maintain cash distributions at the current rate or increase distributions over time.
|
•
|
We are obligated to pay fees, which may be substantial, to the Advisor and its affiliates.
|
•
|
We are subject to risks associated with any dislocation or liquidity disruptions that may exist or occur in the credit markets of the United States of America.
|
•
|
We may fail to continue to qualify to be treated as a real estate investment trust for U.S. federal income tax purposes ("REIT"), which would result in higher taxes, may adversely affect our operations and would reduce the value of an investment in our common stock and our cash available for distributions.
|
•
|
We may be deemed by regulators to be an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and thus subject to regulation under the Investment Company Act.
|
Portfolio
|
|
Acquisition Date
|
|
Number of
Properties
|
|
Rentable Square Feet
|
|
Remaining Lease Term
(1)
|
|
Percentage Leased
|
|
Dollar General I
|
|
Apr. & May 2013
|
|
2
|
|
18,126
|
|
|
10.6
|
|
100.0%
|
Walgreens I
|
|
Jul. 2013
|
|
1
|
|
10,500
|
|
|
20.0
|
|
100.0%
|
Dollar General II
|
|
Jul. 2013
|
|
2
|
|
18,052
|
|
|
10.7
|
|
100.0%
|
Auto Zone I
|
|
Jul. 2013
|
|
1
|
|
7,370
|
|
|
9.8
|
|
100.0%
|
Dollar General III
|
|
Jul. 2013
|
|
5
|
|
45,989
|
|
|
10.6
|
|
100.0%
|
BSFS I
|
|
Jul. 2013
|
|
1
|
|
8,934
|
|
|
6.3
|
|
100.0%
|
Dollar General IV
|
|
Jul. 2013
|
|
2
|
|
18,126
|
|
|
8.4
|
|
100.0%
|
Tractor Supply I
|
|
Aug. 2013
|
|
1
|
|
19,097
|
|
|
10.2
|
|
100.0%
|
Dollar General V
|
|
Aug. 2013
|
|
1
|
|
12,480
|
|
|
10.3
|
|
100.0%
|
Mattress Firm I
|
|
Aug. & Nov. 2013; Feb., Mar. & Apr. 2014
|
|
5
|
|
23,612
|
|
|
7.9
|
|
100.0%
|
Family Dollar I
|
|
Aug. 2013
|
|
1
|
|
8,050
|
|
|
3.8
|
|
100.0%
|
Lowe's I
|
|
Aug. 2013
|
|
5
|
|
671,313
|
|
|
11.8
|
|
100.0%
|
O'Reilly Auto Parts I
|
|
Aug. 2013
|
|
1
|
|
10,692
|
|
|
12.8
|
|
100.0%
|
Food Lion I
|
|
Aug. 2013
|
|
1
|
|
44,549
|
|
|
12.1
|
|
100.0%
|
Family Dollar II
|
|
Aug. 2013
|
|
1
|
|
8,028
|
|
|
5.8
|
|
100.0%
|
Walgreens II
|
|
Aug. 2013
|
|
1
|
|
14,490
|
|
|
15.5
|
|
100.0%
|
Dollar General VI
|
|
Aug. 2013
|
|
1
|
|
9,014
|
|
|
8.4
|
|
100.0%
|
Dollar General VII
|
|
Aug. 2013
|
|
1
|
|
9,100
|
|
|
10.5
|
|
100.0%
|
Family Dollar III
|
|
Aug. 2013
|
|
1
|
|
8,000
|
|
|
5.0
|
|
100.0%
|
Chili's I
|
|
Aug. 2013
|
|
2
|
|
12,700
|
|
|
8.2
|
|
100.0%
|
CVS I
|
|
Aug. 2013
|
|
1
|
|
10,055
|
|
|
8.3
|
|
100.0%
|
Joe's Crab Shack I
|
|
Aug. 2013
|
|
2
|
|
16,012
|
|
|
9.5
|
|
48.0%
|
Dollar General VIII
|
|
Sep. 2013
|
|
1
|
|
9,100
|
|
|
10.8
|
|
100.0%
|
Tire Kingdom I
|
|
Sep. 2013
|
|
1
|
|
6,635
|
|
|
7.5
|
|
100.0%
|
Auto Zone II
|
|
Sep. 2013
|
|
1
|
|
7,370
|
|
|
5.7
|
|
100.0%
|
Family Dollar IV
|
|
Sep. 2013
|
|
1
|
|
8,320
|
|
|
5.8
|
|
100.0%
|
Fresenius I
|
|
Sep. 2013
|
|
1
|
|
5,800
|
|
|
7.8
|
|
100.0%
|
Dollar General IX
|
|
Sep. 2013
|
|
1
|
|
9,014
|
|
|
7.6
|
|
100.0%
|
Advance Auto I
|
|
Sep. 2013
|
|
1
|
|
10,500
|
|
|
5.8
|
|
100.0%
|
Walgreens III
|
|
Sep. 2013
|
|
1
|
|
15,120
|
|
|
8.5
|
|
100.0%
|
Walgreens IV
|
|
Sep. 2013
|
|
1
|
|
13,500
|
|
|
7.0
|
|
100.0%
|
CVS II
|
|
Sep. 2013
|
|
1
|
|
13,905
|
|
|
19.4
|
|
100.0%
|
Arby's I
|
|
Sep. 2013
|
|
1
|
|
3,000
|
|
|
10.8
|
|
100.0%
|
Dollar General X
|
|
Sep. 2013
|
|
1
|
|
9,100
|
|
|
10.5
|
|
100.0%
|
AmeriCold I
|
|
Sep. 2013
|
|
9
|
|
1,407,166
|
|
|
10.0
|
|
100.0%
|
Home Depot I
|
|
Sep. 2013
|
|
2
|
|
1,315,200
|
|
|
9.3
|
|
100.0%
|
New Breed Logistics I
|
|
Sep. 2013
|
|
1
|
|
390,486
|
|
|
4.1
|
|
100.0%
|
American Express Travel Related Services I
|
|
Sep. 2013
|
|
2
|
|
785,164
|
|
|
2.4
|
|
100.0%
|
L.A. Fitness I
|
|
Sep. 2013
|
|
1
|
|
45,000
|
|
|
6.4
|
|
100.0%
|
SunTrust Bank I
(2)
|
|
Sep. 2013
|
|
30
|
|
179,400
|
|
|
6.3
|
|
100.0%
|
National Tire & Battery I
|
|
Sep. 2013
|
|
1
|
|
10,795
|
|
|
6.2
|
|
100.0%
|
Circle K I
|
|
Sep. 2013
|
|
19
|
|
54,521
|
|
|
11.1
|
|
100.0%
|
Walgreens V
|
|
Sep. 2013
|
|
1
|
|
14,490
|
|
|
9.9
|
|
100.0%
|
Walgreens VI
|
|
Sep. 2013
|
|
1
|
|
14,560
|
|
|
11.6
|
|
100.0%
|
Portfolio
|
|
Acquisition Date
|
|
Number of
Properties
|
|
Rentable Square Feet
|
|
Remaining Lease Term
(1)
|
|
Percentage Leased
|
|
FedEx Ground I
|
|
Sep. 2013
|
|
1
|
|
21,662
|
|
|
5.7
|
|
100.0%
|
Walgreens VII
|
|
Sep. 2013
|
|
10
|
|
142,140
|
|
|
12.1
|
|
100.0%
|
O'Charley's I
|
|
Sep. 2013
|
|
20
|
|
135,973
|
|
|
14.1
|
|
100.0%
|
Krystal Burgers Corporation I
|
|
Sep. 2013
|
|
6
|
|
12,730
|
|
|
12.0
|
|
100.0%
|
1st Constitution Bancorp I
|
|
Sep. 2013
|
|
1
|
|
4,500
|
|
|
6.3
|
|
100.0%
|
American Tire Distributors I
|
|
Sep. 2013
|
|
1
|
|
125,060
|
|
|
6.3
|
|
100.0%
|
Tractor Supply II
|
|
Oct. 2013
|
|
1
|
|
23,500
|
|
|
6.0
|
|
100.0%
|
United Healthcare I
|
|
Oct. 2013
|
|
1
|
|
400,000
|
|
|
3.8
|
|
100.0%
|
National Tire & Battery II
|
|
Oct. 2013
|
|
1
|
|
7,368
|
|
|
14.7
|
|
100.0%
|
Tractor Supply III
|
|
Oct. 2013
|
|
1
|
|
19,097
|
|
|
10.6
|
|
100.0%
|
Mattress Firm II
|
|
Oct. 2013
|
|
1
|
|
4,304
|
|
|
5.9
|
|
100.0%
|
Dollar General XI
|
|
Oct. 2013
|
|
1
|
|
9,026
|
|
|
9.6
|
|
100.0%
|
Academy Sports I
|
|
Oct. 2013
|
|
1
|
|
71,640
|
|
|
10.8
|
|
100.0%
|
Talecris Plasma Resources I
|
|
Oct. 2013
|
|
1
|
|
22,262
|
|
|
5.5
|
|
100.0%
|
Amazon I
|
|
Oct. 2013
|
|
1
|
|
79,105
|
|
|
5.8
|
|
100.0%
|
Fresenius II
|
|
Oct. 2013
|
|
2
|
|
16,047
|
|
|
9.9
|
|
100.0%
|
Dollar General XII
|
|
Nov. 2013 & Jan. 2014
|
|
2
|
|
18,126
|
|
|
11.2
|
|
100.0%
|
Dollar General XIII
|
|
Nov. 2013
|
|
1
|
|
9,169
|
|
|
8.5
|
|
100.0%
|
Advance Auto II
|
|
Nov. 2013
|
|
2
|
|
13,887
|
|
|
5.6
|
|
100.0%
|
FedEx Ground II
|
|
Nov. 2013
|
|
1
|
|
48,897
|
|
|
5.8
|
|
100.0%
|
Burger King I
|
|
Nov. 2013
|
|
41
|
|
168,192
|
|
|
16.2
|
|
100.0%
|
Dollar General XIV
|
|
Nov. 2013
|
|
3
|
|
27,078
|
|
|
10.7
|
|
100.0%
|
Dollar General XV
|
|
Nov. 2013
|
|
1
|
|
9,026
|
|
|
11.1
|
|
100.0%
|
FedEx Ground III
|
|
Nov. 2013
|
|
1
|
|
24,310
|
|
|
5.9
|
|
100.0%
|
Dollar General XVI
|
|
Nov. 2013
|
|
1
|
|
9,014
|
|
|
8.2
|
|
100.0%
|
Family Dollar V
|
|
Nov. 2013
|
|
1
|
|
8,400
|
|
|
5.5
|
|
100.0%
|
Walgreens VIII
|
|
Dec. 2013
|
|
1
|
|
14,490
|
|
|
6.3
|
|
100.0%
|
CVS III
|
|
Dec. 2013
|
|
1
|
|
10,880
|
|
|
6.3
|
|
100.0%
|
Mattress Firm III
|
|
Dec. 2013
|
|
1
|
|
5,057
|
|
|
5.8
|
|
100.0%
|
Arby's II
|
|
Dec. 2013
|
|
1
|
|
3,494
|
|
|
10.6
|
|
100.0%
|
Family Dollar VI
|
|
Dec. 2013
|
|
2
|
|
17,484
|
|
|
6.3
|
|
100.0%
|
SAAB Sensis I
|
|
Dec. 2013
|
|
1
|
|
90,822
|
|
|
7.5
|
|
100.0%
|
Citizens Bank I
|
|
Dec. 2013
|
|
9
|
|
34,777
|
|
|
6.3
|
|
100.0%
|
Walgreens IX
|
|
Jan. 2014
|
|
1
|
|
14,490
|
|
|
5.3
|
|
100.0%
|
SunTrust Bank II
(2)
|
|
Jan. 2014
|
|
27
|
|
136,997
|
|
|
10.3
|
|
100.0%
|
Mattress Firm IV
|
|
Jan. 2014
|
|
1
|
|
5,040
|
|
|
6.9
|
|
100.0%
|
FedEx Ground IV
|
|
Jan. 2014
|
|
1
|
|
59,167
|
|
|
5.8
|
|
100.0%
|
Mattress Firm V
|
|
Jan. 2014
|
|
1
|
|
5,548
|
|
|
6.1
|
|
100.0%
|
Family Dollar VII
|
|
Feb. 2014
|
|
1
|
|
8,320
|
|
|
6.8
|
|
100.0%
|
Aaron's I
|
|
Feb. 2014
|
|
1
|
|
7,964
|
|
|
5.9
|
|
100.0%
|
Auto Zone III
|
|
Feb. 2014
|
|
1
|
|
6,786
|
|
|
5.5
|
|
100.0%
|
C&S Wholesale Grocer I
|
|
Feb. 2014
|
|
2
|
|
1,671,233
|
|
|
5.5
|
|
100.0%
|
Advance Auto III
|
|
Feb. 2014
|
|
1
|
|
6,124
|
|
|
6.9
|
|
100.0%
|
Family Dollar VIII
|
|
Mar. 2014
|
|
3
|
|
24,960
|
|
|
5.8
|
|
100.0%
|
Dollar General XVII
|
|
Mar. & May 2014
|
|
3
|
|
27,078
|
|
|
10.5
|
|
100.0%
|
SunTrust Bank III
(2)
|
|
Mar. 2014
|
|
104
|
|
576,617
|
|
|
9.6
|
|
100.0%
|
SunTrust Bank IV
(2)
|
|
Mar. 2014
|
|
27
|
|
142,625
|
|
|
9.6
|
|
100.0%
|
Dollar General XVIII
|
|
Mar. 2014
|
|
1
|
|
9,026
|
|
|
10.5
|
|
100.0%
|
Sanofi US I
|
|
Mar. 2014
|
|
1
|
|
736,572
|
|
|
15.3
|
|
100.0%
|
Family Dollar IX
|
|
Apr. 2014
|
|
1
|
|
8,320
|
|
|
6.5
|
|
100.0%
|
Stop & Shop I
|
|
May 2014
|
|
8
|
|
544,112
|
|
|
9.1
|
|
100.0%
|
Bi-Lo I
|
|
May 2014
|
|
1
|
|
55,718
|
|
|
8.3
|
|
100.0%
|
Portfolio
|
|
Acquisition Date
|
|
Number of
Properties
|
|
Rentable Square Feet
|
|
Remaining Lease Term
(1)
|
|
Percentage Leased
|
|
Dollar General XIX
|
|
May 2014
|
|
1
|
|
12,480
|
|
|
10.9
|
|
100.0%
|
Dollar General XX
|
|
May 2014
|
|
5
|
|
48,584
|
|
|
9.6
|
|
100.0%
|
Dollar General XXI
|
|
May 2014
|
|
1
|
|
9,238
|
|
|
10.9
|
|
100.0%
|
Dollar General XXII
|
|
May 2014
|
|
1
|
|
10,566
|
|
|
9.6
|
|
100.0%
|
FedEx Ground V
|
|
Feb. 2016
|
|
1
|
|
45,755
|
|
|
7.8
|
|
100.0%
|
FedEx Ground VI
|
|
Feb. 2016
|
|
1
|
|
120,731
|
|
|
7.9
|
|
100.0%
|
FedEx Ground VII
|
|
Feb. 2016
|
|
1
|
|
42,299
|
|
|
8.0
|
|
100.0%
|
FedEx Ground VIII
|
|
Feb. 2016
|
|
1
|
|
78,673
|
|
|
8.1
|
|
100.0%
|
Liberty Crossing
|
|
Feb. 2017
|
|
1
|
|
105,779
|
|
|
2.2
|
|
90.9%
|
San Pedro Crossing
|
|
Feb. 2017
|
|
1
|
|
201,965
|
|
|
4.1
|
|
96.7%
|
Tiffany Springs MarketCenter
|
|
Feb. 2017
|
|
1
|
|
264,952
|
|
|
4.9
|
|
84.9%
|
The Streets of West Chester
|
|
Feb. 2017
|
|
1
|
|
236,842
|
|
|
10.9
|
|
92.1%
|
Prairie Towne Center
|
|
Feb. 2017
|
|
1
|
|
289,277
|
|
|
6.7
|
|
95.3%
|
Southway Shopping Center
|
|
Feb. 2017
|
|
1
|
|
181,809
|
|
|
4.5
|
|
98.6%
|
Stirling Slidell Centre
|
|
Feb. 2017
|
|
1
|
|
134,276
|
|
|
2.9
|
|
77.5%
|
Northwoods Marketplace
|
|
Feb. 2017
|
|
1
|
|
236,078
|
|
|
3.3
|
|
97.1%
|
Centennial Plaza
|
|
Feb. 2017
|
|
1
|
|
233,797
|
|
|
3.1
|
|
78.6%
|
Northlake Commons
|
|
Feb. 2017
|
|
1
|
|
109,112
|
|
|
4.0
|
|
96.5%
|
Shops at Shelby Crossing
|
|
Feb. 2017
|
|
1
|
|
236,107
|
|
|
4.8
|
|
97.0%
|
Shoppes of West Melbourne
|
|
Feb. 2017
|
|
1
|
|
144,484
|
|
|
4.3
|
|
98.3%
|
The Centrum
|
|
Feb. 2017
|
|
1
|
|
270,747
|
|
|
3.4
|
|
93.5%
|
Shoppes at Wyomissing
|
|
Feb. 2017
|
|
1
|
|
103,064
|
|
|
3.5
|
|
91.3%
|
Southroads Shopping Center
|
|
Feb. 2017
|
|
1
|
|
437,515
|
|
|
4.7
|
|
71.2%
|
Parkside Shopping Center
|
|
Feb. 2017
|
|
1
|
|
181,620
|
|
|
5.2
|
|
94.6%
|
West Lake Crossing
|
|
Feb. 2017
|
|
1
|
|
75,928
|
|
|
4.2
|
|
100.0%
|
Colonial Landing
|
|
Feb. 2017
|
|
1
|
|
263,559
|
|
|
4.6
|
|
70.0%
|
The Shops at West End
|
|
Feb. 2017
|
|
1
|
|
381,831
|
|
|
10.6
|
|
82.2%
|
Township Marketplace
|
|
Feb. 2017
|
|
1
|
|
298,630
|
|
|
3.7
|
|
94.8%
|
Cross Pointe Centre
|
|
Feb. 2017
|
|
1
|
|
226,089
|
|
|
9.5
|
|
100.0%
|
Towne Center Plaza
|
|
Feb. 2017
|
|
1
|
|
94,096
|
|
|
5.3
|
|
100.0%
|
Harlingen Corners
|
|
Feb. 2017
|
|
1
|
|
228,208
|
|
|
4.8
|
|
97.6%
|
Village at Quail Springs
|
|
Feb. 2017
|
|
1
|
|
100,404
|
|
|
2.3
|
|
45.1%
|
Pine Ridge Plaza
|
|
Feb. 2017
|
|
1
|
|
239,492
|
|
|
2.7
|
|
96.9%
|
Bison Hollow
|
|
Feb. 2017
|
|
1
|
|
134,798
|
|
|
5.1
|
|
100.0%
|
Jefferson Commons
|
|
Feb. 2017
|
|
1
|
|
205,918
|
|
|
8.4
|
|
83.5%
|
Northpark Center
|
|
Feb. 2017
|
|
1
|
|
318,327
|
|
|
3.8
|
|
99.2%
|
Anderson Station
|
|
Feb. 2017
|
|
1
|
|
243,550
|
|
|
3.8
|
|
84.5%
|
Patton Creek
|
|
Feb. 2017
|
|
1
|
|
491,294
|
|
|
4.2
|
|
92.6%
|
North Lakeland Plaza
|
|
Feb. 2017
|
|
1
|
|
171,397
|
|
|
2.9
|
|
96.3%
|
Riverbend Marketplace
|
|
Feb. 2017
|
|
1
|
|
142,617
|
|
|
6.1
|
|
90.5%
|
Montecito Crossing
|
|
Feb. 2017
|
|
1
|
|
179,721
|
|
|
4.6
|
|
97.4%
|
Best on the Boulevard
|
|
Feb. 2017
|
|
1
|
|
204,568
|
|
|
4.3
|
|
100.0%
|
Shops at Rivergate South
|
|
Feb. 2017
|
|
1
|
|
140,703
|
|
|
6.4
|
|
65.4%
|
Dollar General XXIII
|
|
Mar., May & Jun. 2017
|
|
8
|
|
72,480
|
|
|
11.9
|
|
100.0%
|
Jo-Ann Fabrics I
|
|
Apr. 2017
|
|
1
|
|
18,018
|
|
|
7.3
|
|
100.0%
|
Bob Evans I
|
|
Apr. 2017
|
|
23
|
|
116,899
|
|
|
19.6
|
|
100.0%
|
FedEx Ground IX
|
|
May 2017
|
|
1
|
|
53,739
|
|
|
8.7
|
|
100.0%
|
Chili's II
|
|
May 2017
|
|
1
|
|
6,039
|
|
|
10.1
|
|
100.0%
|
Sonic Drive In I
|
|
Jun. 2017
|
|
2
|
|
2,745
|
|
|
14.8
|
|
100.0%
|
Bridgestone HOSEPower I
|
|
Jun. 2017
|
|
2
|
|
41,131
|
|
|
11.9
|
|
100.0%
|
Bridgestone HOSEPower II
|
|
Jul. 2017
|
|
1
|
|
25,125
|
|
|
12.1
|
|
100.0%
|
FedEx Ground X
|
|
Jul. 2017
|
|
1
|
|
141,803
|
|
|
9.8
|
|
100.0%
|
Portfolio
|
|
Acquisition Date
|
|
Number of
Properties
|
|
Rentable Square Feet
|
|
Remaining Lease Term
(1)
|
|
Percentage Leased
|
|
Chili's III
|
|
Aug. 2017
|
|
1
|
|
5,742
|
|
|
10.1
|
|
100.0%
|
FedEx Ground XI
|
|
Sep. 2017
|
|
1
|
|
29,246
|
|
|
9.8
|
|
100.0%
|
Hardee's I
|
|
Sep. 2017
|
|
4
|
|
13,455
|
|
|
20.0
|
|
100.0%
|
|
|
|
|
517
|
|
19,389,951
|
|
|
8.1
|
|
96.0%
|
(1)
|
Remaining lease term in years as of
September 30, 2017
. If the portfolio has multiple properties with varying lease expirations, remaining lease term is calculated on a weighted-average basis.
|
(2)
|
Includes certain of the
44
properties operated by SunTrust Banks, Inc. ("SunTrust") which had lease terms set to expire between December 31, 2017 and March 31, 2018, comprising
0.3 million
rentable square feet. As of
September 30, 2017
, these properties were either being marketed for sale, subject to a non-binding letter of intent ("LOI") or subject to a definitive purchase and sale agreement ("PSA"). There can be no guarantee that these properties will be sold on the terms contemplated by any applicable LOI or PSA, or at all. See
Note 4 — Real Estate Investments
of the accompanying consolidated financial statements for further details.
|
Deal Name
|
|
Par Value
|
|
Carrying Value
|
|
Interest Rate
|
|
Effective Yield
|
|
Loan to Value
(1)
|
||||||
|
|
(In thousands)
|
|
(In thousands)
|
|
|
|
|
|
|
||||||
Senior Loan
|
|
$
|
17,200
|
|
|
$
|
17,191
|
|
|
4.50% + 1M LIBOR
|
|
5.8
|
%
|
|
66.0
|
%
|
|
|
$
|
17,200
|
|
|
$
|
17,191
|
|
|
|
|
5.8
|
%
|
|
66.0
|
%
|
(1)
|
Loan to value percentage is from metrics at origination.
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||||
|
|
|
|
|
|
(In thousands)
|
|
|
||||||||||||||
|
|
Number of Leases
|
|
Rentable Square Feet
|
|
Annualized SLR
(1)
prior to Lease Execution/Renewal
|
|
Annualized SLR
(1)
after Execution/Renewal
|
|
Costs to execute lease
|
|
Costs to execute lease per square foot
|
||||||||||
New leases
(2)
|
|
7
|
|
|
46,451
|
|
|
$
|
—
|
|
|
$
|
687
|
|
|
$
|
399
|
|
|
$
|
8.59
|
|
Lease renewals/amendments
(2)
|
|
27
|
|
|
1,064,728
|
|
|
23,258
|
|
|
21,742
|
|
|
6,513
|
|
|
$
|
6.12
|
|
|||
Lease terminations
|
|
(4
|
)
|
|
(121,158
|
)
|
|
(1,188
|
)
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Straight-line rental income
|
(2)
|
New leases reflect leases in which a new tenant took possession of the space during the
three months ended September 30, 2017
, excluding new property acquisitions. Lease renewals/amendments reflect leases in which an existing tenant executed terms to extend the life or change the rental terms of the lease during the
three months ended September 30, 2017
.
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||||
|
|
|
|
|
|
(In thousands)
|
|
|
||||||||||||||
|
|
Number of Leases
|
|
Rentable Square Feet
|
|
Annualized SLR
(1)
prior to Lease Execution/Renewal
|
|
Annualized SLR
(1)
after Execution/Renewal
|
|
Costs to execute lease
|
|
Costs to execute lease per square foot
|
||||||||||
New leases
(2)
|
|
13
|
|
|
69,611
|
|
|
$
|
—
|
|
|
$
|
1,130
|
|
|
$
|
1,117
|
|
|
$
|
16.05
|
|
Lease renewals/amendments
(2)
|
|
63
|
|
|
1,450,034
|
|
|
27,814
|
|
|
26,459
|
|
|
7,023
|
|
|
$
|
4.84
|
|
|||
Lease terminations
|
|
(8
|
)
|
|
(134,711
|
)
|
|
(1,423
|
)
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Straight-line rental income
|
(2)
|
New leases reflect leases in which a new tenant took possession of the space during the
nine months ended September 30, 2017
, excluding new property acquisitions. Lease renewals/amendments reflect leases in which an existing tenant executed terms to extend the life or change the rental terms of the lease during the
nine months ended September 30, 2017
.
|
|
|
Three Months Ended
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||||||||
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
|||||||||||||||||||||
(In thousands)
|
|
|
|
Percentage of Distributions
|
|
|
|
Percentage of Distributions
|
|
|
|
Percentage of Distributions
|
|
|
|
Percentage of Distributions
|
||||||||||||
Cash distributions paid to stockholders not reinvested in common stock
|
|
$
|
17,167
|
|
|
|
|
$
|
25,827
|
|
|
|
|
$
|
23,016
|
|
|
|
|
$
|
66,010
|
|
|
|
||||
Cash distributions reinvested in common stock issued under the DRIP
|
|
11,887
|
|
|
|
|
17,449
|
|
|
|
|
14,188
|
|
|
|
|
43,524
|
|
|
|
||||||||
Total distributions paid
|
|
$
|
29,054
|
|
|
|
|
$
|
43,276
|
|
|
|
|
$
|
37,204
|
|
|
|
|
$
|
109,534
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Source of distribution coverage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows provided by operations
|
|
$
|
8,409
|
|
|
28.9
|
%
|
|
$
|
33,017
|
|
|
76.3
|
%
|
|
$
|
23,048
|
|
|
62.0
|
%
|
|
$
|
64,474
|
|
|
58.9
|
%
|
Cash proceeds received from common stock issued under the DRIP
|
|
—
|
|
|
—
|
%
|
|
10,259
|
|
|
23.7
|
%
|
|
14,156
|
|
|
38.0
|
%
|
|
24,415
|
|
|
22.3
|
%
|
||||
Available cash on hand
(1)
|
|
20,645
|
|
|
71.1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
20,645
|
|
|
18.8
|
%
|
||||
Total source of distribution coverage
|
|
$
|
29,054
|
|
|
100.0
|
%
|
|
$
|
43,276
|
|
|
100.0
|
%
|
|
$
|
37,204
|
|
|
100.0
|
%
|
|
$
|
109,534
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows provided by operations (GAAP basis)
|
|
$
|
8,409
|
|
|
|
|
$
|
33,017
|
|
|
|
|
$
|
23,048
|
|
|
|
|
$
|
64,474
|
|
|
|
||||
Net loss (in accordance with GAAP)
|
|
$
|
(10,730
|
)
|
|
|
|
$
|
(1,023
|
)
|
|
|
|
$
|
(15,397
|
)
|
|
|
|
$
|
(27,150
|
)
|
|
|
(1)
|
Consists of proceeds from sale of real estate investments and proceeds from financings. See
Note 4 — Real Estate Investments
of the accompanying consolidated financial statements
for information on our sales of real estate investments,
Note 7 —
Mortgage Notes Payable
of the accompanying consolidated financial statements for information on our mortgage loans outstanding and
Note 6 — Credit Facility
of the accompanying consolidated financial statements for information on amounts outstanding and availability under the Amended Credit Facility.
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
||||||||||||
(In thousands)
|
|
Total
|
|
October 1, 2017 to December 31, 2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
Principal on mortgage notes payable
|
|
$
|
1,096,117
|
|
|
$
|
582
|
|
|
$
|
67,715
|
|
|
$
|
976,932
|
|
|
$
|
50,888
|
|
Interest on mortgage notes payable
|
|
166,701
|
|
|
8,585
|
|
|
98,859
|
|
|
49,704
|
|
|
9,553
|
|
|||||
Credit Facility
|
|
260,000
|
|
|
—
|
|
|
260,000
|
|
|
—
|
|
|
—
|
|
|||||
Interest on Credit Facility
|
|
7,963
|
|
|
1,712
|
|
|
6,251
|
|
|
—
|
|
|
—
|
|
|||||
Ground lease rental payments due
|
|
18,795
|
|
|
361
|
|
|
2,864
|
|
|
2,120
|
|
|
13,450
|
|
|||||
|
|
$
|
1,549,576
|
|
|
$
|
11,240
|
|
|
$
|
435,689
|
|
|
$
|
1,028,756
|
|
|
$
|
73,891
|
|
Portfolio
|
|
Maturity
|
|
Anticipated Repayment
|
SAAB Sensis I
|
|
Apr. 2025
|
|
Apr. 2025
|
SunTrust Bank II
|
|
Jul. 2031
|
|
Jul. 2021
|
SunTrust Bank III
|
|
Jul. 2031
|
|
Jul. 2021
|
SunTrust Bank IV
|
|
Jul. 2031
|
|
Jul. 2021
|
Sanofi US I - New Loan
|
|
Jul. 2026
|
|
Jan. 2021
|
Stop & Shop I
|
|
Jun. 2041
|
|
Jun. 2021
|
Multi-Tenant Mortgage Loan
|
|
Sep. 2020
|
|
Sep. 2020
|
Liberty Crossing
|
|
Jul. 2018
|
|
Jul. 2018
|
San Pedro Crossing
|
|
Jan. 2018
|
|
Jan. 2018
|
Tiffany Springs MarketCenter
|
|
Oct. 2018
|
|
Oct. 2018
|
Shops at Shelby Crossing
|
|
Mar. 2024
|
|
Mar. 2024
|
Patton Creek
|
|
Dec. 2020
|
|
Dec. 2020
|
Bob Evans I
|
|
Sep. 2037
|
|
Sep. 2027
|
|
|
Number of Shares
|
|
Weighted-Average Price per Share
|
|||
Cumulative repurchases as of December 31, 2016
|
|
2,081,499
|
|
|
$
|
24.12
|
|
Three months ended March 31, 2017
|
|
848,822
|
|
(1)
|
23.85
|
|
|
Three months ended June 30, 2017
|
|
6,084
|
|
|
23.83
|
|
|
Three months ended September 30, 2017
|
|
370,472
|
|
(2)
|
23.41
|
|
|
Cumulative repurchases as of September 30, 2017
|
|
3,306,877
|
|
|
$
|
23.97
|
|
(1)
|
Excludes rejected repurchase requests received during 2016 with respect to
5.9 million
shares for
$140.1 million
at a weighted-average price per share of
23.65
.
|
(2)
|
In July 2017, following the effectiveness of the amendment and restatement of the SRP, our board of directors approved
100%
of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to June 30, 2017. No repurchases have been or will be made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP.
|
|
AMERICAN FINANCE TRUST, INC.
|
|
|
|
|
|
By:
|
/s/ Edward M. Weil, Jr.
|
|
|
Edward M. Weil, Jr.
|
|
|
Chief Executive Officer and President
(Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ Nicholas Radesca
|
|
|
Nicholas Radesca
|
|
|
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer) |
Exhibit No.
|
|
Description
|
3.1
*
|
|
Articles Supplementary relating to election to be subject to Section 3-803 of the MGCL
|
10.1
*
|
|
Indemnification Agreement between American Finance Trust, Inc. and Katie P. Kurtz, dated as of November 13, 2017
|
31.1
*
|
|
Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
*
|
|
Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32
*
|
|
Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101 *
|
|
XBRL (eXtensible Business Reporting Language). The following materials from American Finance Trust, Inc.'s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2017, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
of
American Finance Trust, Inc.
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated this 13th day of November, 2017
|
|
/s/ Edward M. Weil, Jr.
|
|
|
Edward M. Weil, Jr.
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
of
American Finance Trust, Inc.
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated this 13th day of November, 2017
|
|
/s/ Nicholas Radesca
|
|
|
Nicholas Radesca
|
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
/s/ Edward M. Weil, Jr.
|
|
Edward M. Weil, Jr.
|
|
Chief Executive Officer and President
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Nicholas Radesca
|
|
Nicholas Radesca
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
(Principal Financial Officer and Principal Accounting Officer)
|