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., 3rd 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
|
||
(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
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Smaller reporting company
o
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Emerging growth company
x
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Page
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September 30,
2018 |
|
December 31,
2017 |
||||
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(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Real estate investments, at cost:
|
|
|
|
||||
Land
|
$
|
635,201
|
|
|
$
|
607,675
|
|
Buildings, fixtures and improvements
|
2,455,512
|
|
|
2,449,020
|
|
||
Acquired intangible lease assets
|
423,271
|
|
|
454,212
|
|
||
Total real estate investments, at cost
|
3,513,984
|
|
|
3,510,907
|
|
||
Less: accumulated depreciation and amortization
|
(440,127
|
)
|
|
(408,194
|
)
|
||
Total real estate investments, net
|
3,073,857
|
|
|
3,102,713
|
|
||
Cash and cash equivalents
|
60,265
|
|
|
107,666
|
|
||
Restricted cash
|
20,060
|
|
|
19,588
|
|
||
Deposits for real estate acquisitions
|
650
|
|
|
565
|
|
||
Derivative assets, at fair vale
|
222
|
|
|
23
|
|
||
Goodwill
|
1,605
|
|
|
1,605
|
|
||
Deferred costs, net
|
15,756
|
|
|
8,949
|
|
||
Prepaid expenses and other assets
|
63,527
|
|
|
50,859
|
|
||
Assets held for sale
|
28,198
|
|
|
4,682
|
|
||
Total assets
|
$
|
3,264,140
|
|
|
$
|
3,296,650
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Mortgage notes payable, net
|
$
|
1,212,137
|
|
|
$
|
1,303,433
|
|
Credit facility
|
260,700
|
|
|
95,000
|
|
||
Market lease liabilities, net
|
95,031
|
|
|
108,772
|
|
||
Accounts payable and accrued expenses (including $1,577 and $3,169 due to related parties as of September 30, 2018 and December 31, 2017, respectively)
|
37,969
|
|
|
27,355
|
|
||
Deferred rent and other liabilities
|
7,415
|
|
|
9,421
|
|
||
Dividends payable
|
9,837
|
|
|
11,613
|
|
||
Total liabilities
|
1,623,089
|
|
|
1,555,594
|
|
||
|
|
|
|
||||
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 106,250,846 and 105,172,185 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively
|
1,063
|
|
|
1,052
|
|
||
Additional paid-in capital
|
2,412,940
|
|
|
2,393,237
|
|
||
Accumulated other comprehensive income
|
222
|
|
|
95
|
|
||
Accumulated deficit
|
(778,912
|
)
|
|
(657,874
|
)
|
||
Total stockholders’ equity
|
1,635,313
|
|
|
1,736,510
|
|
||
Non-controlling interests
|
5,738
|
|
|
4,546
|
|
||
Total equity
|
1,641,051
|
|
|
1,741,056
|
|
||
Total liabilities and equity
|
$
|
3,264,140
|
|
|
$
|
3,296,650
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
66,407
|
|
|
$
|
62,287
|
|
|
$
|
189,249
|
|
|
$
|
176,867
|
|
Operating expense reimbursements
|
8,481
|
|
|
7,182
|
|
|
26,866
|
|
|
20,936
|
|
||||
Interest income from debt investments
|
—
|
|
|
260
|
|
|
—
|
|
|
753
|
|
||||
Total revenues
|
74,888
|
|
|
69,729
|
|
|
216,115
|
|
|
198,556
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Asset management fees to related party
|
5,849
|
|
|
5,250
|
|
|
17,295
|
|
|
15,250
|
|
||||
Property operating
|
13,497
|
|
|
10,760
|
|
|
40,009
|
|
|
29,996
|
|
||||
Impairment charges
|
1,172
|
|
|
7,605
|
|
|
10,057
|
|
|
14,183
|
|
||||
Acquisition and transaction related
|
1,186
|
|
|
1,173
|
|
|
4,427
|
|
|
7,556
|
|
||||
Listing fees
|
4,988
|
|
|
—
|
|
|
4,988
|
|
|
—
|
|
||||
Vesting and conversion of Class B Units
|
15,786
|
|
|
—
|
|
|
15,786
|
|
|
—
|
|
||||
Share-based compensation — multi-year outperformance agreement
|
2,150
|
|
|
—
|
|
|
2,150
|
|
|
—
|
|
||||
General and administrative
|
6,539
|
|
|
4,986
|
|
|
18,552
|
|
|
15,067
|
|
||||
Depreciation and amortization
|
35,332
|
|
|
41,132
|
|
|
107,269
|
|
|
113,048
|
|
||||
Total operating expenses
|
86,499
|
|
|
70,906
|
|
|
220,533
|
|
|
195,100
|
|
||||
Operating (loss) income
|
(11,611
|
)
|
|
(1,177
|
)
|
|
(4,418
|
)
|
|
3,456
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(17,017
|
)
|
|
(14,502
|
)
|
|
(49,166
|
)
|
|
(44,912
|
)
|
||||
Gain on sale of real estate investments
|
1,328
|
|
|
264
|
|
|
29,590
|
|
|
14,095
|
|
||||
Other income
|
9
|
|
|
18
|
|
|
69
|
|
|
211
|
|
||||
Total other expense, net
|
(15,680
|
)
|
|
(14,220
|
)
|
|
(19,507
|
)
|
|
(30,606
|
)
|
||||
Net loss
|
(27,291
|
)
|
|
(15,397
|
)
|
|
(23,925
|
)
|
|
(27,150
|
)
|
||||
Net loss attributable to non-controlling interests
|
46
|
|
|
30
|
|
|
40
|
|
|
45
|
|
||||
Net loss attributable to stockholders
|
(27,245
|
)
|
|
(15,367
|
)
|
|
(23,885
|
)
|
|
(27,105
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gain on derivatives
|
269
|
|
|
10
|
|
|
127
|
|
|
44
|
|
||||
Comprehensive loss attributable to stockholders
|
$
|
(26,976
|
)
|
|
$
|
(15,357
|
)
|
|
$
|
(23,758
|
)
|
|
$
|
(27,061
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding - basic and diluted
|
105,905,281
|
|
|
104,545,591
|
|
|
105,379,306
|
|
|
97,852,337
|
|
||||
Net loss per share attributable to stockholders - basic and diluted
|
$
|
(0.26
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.28
|
)
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Number of
Shares
|
|
Par Value
|
|
Additional Paid-in
Capital
|
|
Accumulated Other Comprehensive Income
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
|
Non-controlling Interests
|
|
Total Equity
|
|||||||||||||||
Balance, December 31, 2017
|
105,172,185
|
|
|
$
|
1,052
|
|
|
$
|
2,393,237
|
|
|
$
|
95
|
|
|
$
|
(657,874
|
)
|
|
$
|
1,736,510
|
|
|
$
|
4,546
|
|
|
$
|
1,741,056
|
|
Common stock issued through distribution reinvestment plan
|
990,393
|
|
|
10
|
|
|
23,238
|
|
|
—
|
|
|
—
|
|
|
23,248
|
|
|
—
|
|
|
23,248
|
|
|||||||
Common stock repurchases
|
(1,122,245
|
)
|
|
(11
|
)
|
|
(20,226
|
)
|
|
—
|
|
|
—
|
|
|
(20,237
|
)
|
|
—
|
|
|
(20,237
|
)
|
|||||||
Vesting and conversion of Class B Units
|
1,052,420
|
|
|
11
|
|
|
15,775
|
|
|
—
|
|
|
—
|
|
|
15,786
|
|
|
—
|
|
|
15,786
|
|
|||||||
Redemption of Class A Units
|
30,691
|
|
|
—
|
|
|
736
|
|
|
—
|
|
|
—
|
|
|
736
|
|
|
(736
|
)
|
|
—
|
|
|||||||
Share-based compensation — restricted shares
|
127,402
|
|
|
1
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
181
|
|
|||||||
Share-based compensation — multi-year outperformance agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,150
|
|
|
2,150
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,052
|
)
|
|
(97,052
|
)
|
|
—
|
|
|
(97,052
|
)
|
|||||||
Distributions to non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
|
(101
|
)
|
|
(182
|
)
|
|
(283
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,885
|
)
|
|
(23,885
|
)
|
|
(40
|
)
|
|
(23,925
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
127
|
|
|||||||
Balance, September 30, 2018
|
106,250,846
|
|
|
$
|
1,063
|
|
|
$
|
2,412,940
|
|
|
$
|
222
|
|
|
$
|
(778,912
|
)
|
|
$
|
1,635,313
|
|
|
$
|
5,738
|
|
|
$
|
1,641,051
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(23,925
|
)
|
|
$
|
(27,150
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
65,522
|
|
|
62,719
|
|
||
Amortization of in-place lease assets
|
41,084
|
|
|
50,149
|
|
||
Amortization (including accelerated write-off) of deferred costs
|
4,916
|
|
|
5,734
|
|
||
Amortization of mortgage premiums on borrowings
|
(2,693
|
)
|
|
(3,117
|
)
|
||
Discount accretion on commercial mortgage loan
|
—
|
|
|
(16
|
)
|
||
Amortization of market lease intangibles, net
|
(9,444
|
)
|
|
(3,085
|
)
|
||
Share-based compensation — restricted shares
|
181
|
|
|
102
|
|
||
Share-based compensation — multi-year outperformance agreement
|
2,150
|
|
|
—
|
|
||
Vesting and conversion of Class B Units
|
15,786
|
|
|
—
|
|
||
Mark-to-market adjustments
|
(72
|
)
|
|
(105
|
)
|
||
Gain on sale of real estate investments
|
(29,590
|
)
|
|
(14,095
|
)
|
||
Impairment charges
|
10,057
|
|
|
14,183
|
|
||
Prepayment costs on mortgages
|
3,421
|
|
|
963
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Prepaid expenses and other assets
|
(11,104
|
)
|
|
(7,912
|
)
|
||
Accounts payable and accrued expenses
|
9,478
|
|
|
(5,297
|
)
|
||
Deferred rent and other liabilities
|
(2,006
|
)
|
|
(8,295
|
)
|
||
Net cash, cash equivalents and restricted cash provided by operating activities
|
73,761
|
|
|
64,778
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(7,783
|
)
|
|
(4,344
|
)
|
||
Investments in real estate and other assets
|
(192,630
|
)
|
|
(107,108
|
)
|
||
Deposits for real estate investments
|
(85
|
)
|
|
(810
|
)
|
||
Proceeds from sale of real estate investments
|
37,177
|
|
|
184,014
|
|
||
Cash paid in merger transaction
|
—
|
|
|
(94,502
|
)
|
||
Cash acquired in merger transaction
|
—
|
|
|
26,163
|
|
||
Net cash, cash equivalents and restricted cash (used in) provided by investing activities
|
(163,321
|
)
|
|
3,413
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|||
Proceeds from mortgage notes payable
|
29,887
|
|
|
23,950
|
|
||
Payments on mortgage notes payable
|
(46,586
|
)
|
|
(3,364
|
)
|
||
Payments on credit facility
|
(95,000
|
)
|
|
(114,000
|
)
|
||
Proceeds from credit facility
|
260,700
|
|
|
70,000
|
|
||
Payments of financing costs
|
(7,031
|
)
|
|
(1,576
|
)
|
||
Payments of prepayment costs on mortgages
|
(3,421
|
)
|
|
(963
|
)
|
||
Common stock repurchases
|
(20,237
|
)
|
|
(29,061
|
)
|
||
Distributions to related party
|
(101
|
)
|
|
—
|
|
||
Dividends paid
|
(75,580
|
)
|
|
(66,010
|
)
|
||
Net cash, cash equivalents and restricted cash provided by (used in) financing activities
|
42,631
|
|
|
(121,024
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
(46,929
|
)
|
|
(52,833
|
)
|
||
Cash, cash equivalents and restricted cash beginning of period
|
127,254
|
|
|
139,105
|
|
||
Cash, cash equivalents and restricted cash end of period
|
$
|
80,325
|
|
|
$
|
86,272
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Supplemental Disclosures:
|
|
|
|
||||
Cash paid for interest
|
$
|
46,580
|
|
|
$
|
41,534
|
|
Cash paid for income taxes
|
$
|
925
|
|
|
$
|
736
|
|
|
|
|
|
||||
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
|
$
|
(74,546
|
)
|
|
$
|
(89,978
|
)
|
Common stock issued through distribution reinvestment plan
|
$
|
23,248
|
|
|
$
|
43,524
|
|
Accrued capital expenditures
|
$
|
2,192
|
|
|
$
|
1,012
|
|
•
|
The vesting and conversion of Class B Units (as defined herein) held by the Advisor into Class A Units of the OP (previously designated as “OP Units” under the agreement of limited partnership of the OP in effect prior to the Listing) that were redeemed for shares of Class A common stock (these transactions are collectively referred to herein as “Vesting and conversion of Class B Units,” (see
Note 9
— Common Stock
and
Note 11
— Related Party Transactions—“Asset Management Fees and Variable Management/Incentive Fees”
).
|
•
|
•
|
The Company entered into the Listing Note (as defined herein) with the Advisor (see
Note 11
— Related Party Transactions—“Listing Arrangements”).
|
•
|
The advisory agreement with the Advisor was amended to lower the quarterly thresholds the Company must reach on a quarterly basis for the Advisor to receive a variable management fee (see
Note 11
— Related Party Transactions—“Asset Management Fees and Variable Management/Incentive Fees”).
|
•
|
•
|
The change in the rate at which the Company pays dividends on its common stock from an annualized rate equal to
$1.30
per share to an annualized rate equal to
$1.10
per share (see
Note 9
— Common Stock).
|
(1)
|
Valued at
$24.00
per share as of the date of the Merger.
|
|
|
Nine Months Ended September 30,
|
||||||
(Dollar amounts in thousands)
|
|
2018
|
|
2017
|
||||
Real estate investments, at cost
(1)
:
|
|
|
|
|
||||
Land
|
|
$
|
54,132
|
|
|
$
|
303,868
|
|
Buildings, fixtures and improvements
|
|
106,560
|
|
|
1,150,645
|
|
||
Total tangible assets
|
|
160,692
|
|
|
1,454,513
|
|
||
Acquired intangibles:
(2)
|
|
|
|
|
||||
In-place leases
|
|
32,451
|
|
|
170,748
|
|
||
Above-market lease assets
|
|
644
|
|
|
22,862
|
|
||
Below-market ground lease asset
|
|
—
|
|
|
1,233
|
|
||
Above-market ground lease liability
|
|
—
|
|
|
—
|
|
||
Below-market lease liabilities
|
|
(1,157
|
)
|
|
(106,369
|
)
|
||
Total intangible assets, net
|
|
31,938
|
|
|
88,474
|
|
||
Prior Credit Facility assumed in the Merger
(3)
|
|
—
|
|
|
(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
|
|
$
|
192,630
|
|
|
$
|
1,123,620
|
|
Number of properties purchased
|
|
101
|
|
|
81
|
|
(1)
|
Real estate investments, at cost and market lease liabilities acquired during the
nine
months ended
September 30, 2017
were subsequently adjusted after 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, 2018
were
17.8 years
,
17.4 years
and
20.1 years
, respectively, as of each property’s respective acquisition date.
|
(3)
|
The Prior Credit Facility was scheduled to mature on May 1, 2018. On April 26, 2018, the Company repaid the Prior Credit Facility in full and entered into the Credit Facility (s
ee
Note 6
-
Credit Facility
for definitions and additional information).
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(In thousands)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-place lease assets
|
|
$
|
397,473
|
|
|
$
|
133,039
|
|
|
$
|
264,434
|
|
|
$
|
421,369
|
|
|
$
|
140,085
|
|
|
$
|
281,284
|
|
Above-market lease assets
|
|
24,565
|
|
|
6,724
|
|
|
17,841
|
|
|
31,610
|
|
|
11,309
|
|
|
20,301
|
|
||||||
Below-market ground lease asset
|
|
1,233
|
|
|
52
|
|
|
1,181
|
|
|
1,233
|
|
|
28
|
|
|
1,205
|
|
||||||
Total acquired intangible lease assets
|
|
$
|
423,271
|
|
|
$
|
139,815
|
|
|
$
|
283,456
|
|
|
$
|
454,212
|
|
|
$
|
151,422
|
|
|
$
|
302,790
|
|
Intangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Above-market ground lease liability
|
|
$
|
85
|
|
|
$
|
5
|
|
|
$
|
80
|
|
|
$
|
85
|
|
|
$
|
3
|
|
|
$
|
82
|
|
Below-market lease liabilities
|
|
111,408
|
|
|
16,457
|
|
|
94,951
|
|
|
119,249
|
|
|
10,559
|
|
|
108,690
|
|
||||||
Total acquired intangible lease liabilities
|
|
$
|
111,493
|
|
|
$
|
16,462
|
|
|
$
|
95,031
|
|
|
$
|
119,334
|
|
|
$
|
10,562
|
|
|
$
|
108,772
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
In-place leases
|
|
$
|
13,499
|
|
|
$
|
18,685
|
|
|
$
|
41,084
|
|
|
$
|
50,149
|
|
Total added to depreciation and amortization
|
|
$
|
13,499
|
|
|
$
|
18,685
|
|
|
$
|
41,084
|
|
|
$
|
50,149
|
|
|
|
|
|
|
|
|
|
|
||||||||
Above-market leases
|
|
$
|
(1,012
|
)
|
|
$
|
(1,607
|
)
|
|
$
|
(3,104
|
)
|
|
$
|
(4,387
|
)
|
Below-market lease liabilities
|
|
6,791
|
|
|
3,134
|
|
|
12,584
|
|
|
7,491
|
|
||||
Total added to rental income
|
|
$
|
5,779
|
|
|
$
|
1,527
|
|
|
$
|
9,480
|
|
|
$
|
3,104
|
|
|
|
|
|
|
|
|
|
|
||||||||
Below-market ground lease asset
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
24
|
|
|
$
|
20
|
|
Above-market ground lease liability
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Total added to property operating expenses
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
23
|
|
|
$
|
19
|
|
(In thousands)
|
|
2018 (remainder)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
In-place leases
|
|
$
|
12,709
|
|
|
$
|
42,614
|
|
|
$
|
35,775
|
|
|
$
|
30,907
|
|
|
$
|
26,828
|
|
Total to be added to depreciation and amortization
|
|
$
|
12,709
|
|
|
$
|
42,614
|
|
|
$
|
35,775
|
|
|
$
|
30,907
|
|
|
$
|
26,828
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Above-market leases
|
|
$
|
(992
|
)
|
|
$
|
(3,283
|
)
|
|
$
|
(2,462
|
)
|
|
$
|
(2,131
|
)
|
|
$
|
(1,751
|
)
|
Below-market lease liabilities
|
|
2,140
|
|
|
8,010
|
|
|
7,298
|
|
|
6,587
|
|
|
6,177
|
|
|||||
Total to be added to rental income
|
|
$
|
1,148
|
|
|
$
|
4,727
|
|
|
$
|
4,836
|
|
|
$
|
4,456
|
|
|
$
|
4,426
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Below-market ground lease asset
|
|
$
|
8
|
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
32
|
|
Above-market ground lease liability
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Total to be added to property operating expenses
|
|
$
|
7
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
30
|
|
(In thousands)
|
|
Future Minimum
Base Rent Payments
|
||
2018 (remainder)
|
|
$
|
58,395
|
|
2019
|
|
230,694
|
|
|
2020
|
|
219,492
|
|
|
2021
|
|
208,038
|
|
|
2022
|
|
196,988
|
|
|
Thereafter
|
|
1,218,654
|
|
|
|
|
$
|
2,132,261
|
|
(Dollar amounts in thousands)
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Real estate investments held for sale, at cost:
|
|
|
|
|
||||
Land
|
|
$
|
10,975
|
|
|
$
|
1,453
|
|
Buildings, fixtures and improvements
|
|
15,989
|
|
|
4,677
|
|
||
Acquired intangible lease assets
|
|
3,667
|
|
|
1,252
|
|
||
Total real estate assets held for sale, at cost
|
|
30,631
|
|
|
7,382
|
|
||
Less accumulated depreciation and amortization
|
|
(2,433
|
)
|
|
(2,666
|
)
|
||
Total real estate investments held for sale, net
|
|
28,198
|
|
|
4,716
|
|
||
|
|
|
|
|
||||
Impairment charges related to properties reclassified as held for sale
|
|
—
|
|
|
(34
|
)
|
||
Assets held for sale
|
|
$
|
28,198
|
|
|
$
|
4,682
|
|
|
|
|
|
Outstanding Loan Amount as of
|
|
Effective Interest Rate as of
|
|
|
|
|
|
|
|||||||
Portfolio
|
|
Encumbered Properties
|
|
September 30,
2018 |
|
December 31,
2017 |
|
September 30,
2018 |
|
Interest Rate
|
|
Maturity
|
|
Anticipated Repayment
|
|||||
|
|
|
|
(In thousands)
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|||||
SAAB Sensis I
|
|
1
|
|
$
|
7,178
|
|
|
$
|
7,470
|
|
|
5.93
|
%
|
|
Fixed
|
|
Apr. 2025
|
|
Apr. 2025
|
SunTrust Bank II
|
|
24
|
|
18,631
|
|
|
21,243
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
SunTrust Bank III
|
|
93
|
|
73,852
|
|
|
79,729
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
SunTrust Bank IV
|
|
24
|
|
20,298
|
|
|
22,756
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
||
Sanofi US I
|
|
1
|
|
125,000
|
|
|
125,000
|
|
|
5.16
|
%
|
|
Fixed
|
|
Jul. 2026
|
|
Jan. 2021
|
||
Stop & Shop I
|
|
4
|
|
37,004
|
|
|
37,562
|
|
|
5.63
|
%
|
|
Fixed
|
|
Jun. 2041
|
|
Jun. 2021
|
||
Mortgage Loan I
|
|
253
|
|
574,515
|
|
|
638,115
|
|
|
4.36
|
%
|
|
Fixed
|
|
Sep. 2020
|
|
Sep. 2020
|
||
Liberty Crossing
(1)
|
|
—
|
|
—
|
|
|
11,000
|
|
|
—
|
%
|
|
—
|
|
—
|
|
—
|
||
Tiffany Springs MarketCenter
(1)
|
|
—
|
|
—
|
|
|
33,802
|
|
|
—
|
%
|
|
—
|
|
—
|
|
—
|
||
Shops at Shelby Crossing
|
|
1
|
|
22,689
|
|
|
23,002
|
|
|
4.97
|
%
|
|
Fixed
|
|
Mar. 2024
|
|
Mar. 2024
|
||
Patton Creek
|
|
1
|
|
40,241
|
|
|
40,858
|
|
|
5.76
|
%
|
|
Fixed
|
|
Dec. 2020
|
|
Dec. 2020
|
||
Bob Evans I
|
|
23
|
|
23,950
|
|
|
23,950
|
|
|
4.71
|
%
|
|
Fixed
|
|
Sep. 2037
|
|
Sep. 2027
|
||
Mortgage Loan II
|
|
12
|
|
210,000
|
|
|
210,000
|
|
|
4.25
|
%
|
|
Fixed
|
|
Jan. 2028
|
|
Jan. 2028
|
||
Mortgage Loan III
|
|
22
|
|
33,400
|
|
|
33,400
|
|
|
4.12
|
%
|
|
Fixed
|
|
Jan. 2028
|
|
Jan. 2028
|
||
Mortgage Loan IV
|
|
39
|
|
29,887
|
|
|
—
|
|
|
5.16
|
%
|
|
Fixed
|
(3)
|
Mar. 2025
|
|
Mar. 2025
|
||
Gross mortgage notes payable
|
|
498
|
|
1,216,645
|
|
|
1,307,887
|
|
|
4.65
|
%
|
(2)
|
|
|
|
|
|
||
Deferred financing costs, net of accumulated amortization
(4)
|
|
|
|
(12,543
|
)
|
|
(15,182
|
)
|
|
|
|
|
|
|
|
|
|||
Mortgage premiums, net
|
|
|
|
8,035
|
|
|
10,728
|
|
|
|
|
|
|
|
|
|
|||
Mortgage notes payable, net
|
|
|
|
$
|
1,212,137
|
|
|
$
|
1,303,433
|
|
|
|
|
|
|
|
|
|
(1)
|
These mortgage notes payable were repaid during the second quarter of 2018.
|
(2)
|
Calculated on a weighted-average basis for all mortgages outstanding as of the dates indicated.
|
(3)
|
Fixed as a result of the Company having entered into swap agreements, which are included in derivatives, at fair value on the unaudited consolidated balance sheet as of
September 30, 2018
.
|
(4)
|
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.
|
(In thousands)
|
|
Future Principal Payments
|
||
2018 (remainder)
|
|
$
|
615
|
|
2019
|
|
2,533
|
|
|
2020
|
|
615,400
|
|
|
2021
|
|
1,398
|
|
|
2022
|
|
1,070
|
|
|
Thereafter
|
|
595,629
|
|
|
|
|
$
|
1,216,645
|
|
(In thousands)
|
|
Quoted Prices
in Active
Markets
Level 1
|
|
Significant Other
Observable
Inputs
Level 2
|
|
Significant
Unobservable
Inputs
Level 3
|
|
Total
|
||||||||
September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impaired real estate investments held for use
|
|
—
|
|
|
8,351
|
|
|
—
|
|
|
8,351
|
|
||||
Interest rate swaps - assets
|
|
—
|
|
|
222
|
|
|
—
|
|
|
222
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
8,573
|
|
|
$
|
—
|
|
|
$
|
8,573
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Impaired real estate investments held for sale
|
|
$
|
—
|
|
|
$
|
432
|
|
|
$
|
—
|
|
|
$
|
432
|
|
Impaired real estate investments held for use
|
|
—
|
|
|
20,434
|
|
|
10,330
|
|
|
30,764
|
|
||||
Interest rate swaps - assets
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
20,889
|
|
|
$
|
10,330
|
|
|
$
|
31,219
|
|
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||
(In thousands)
|
|
Level
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Gross mortgage notes payable
|
|
3
|
|
$
|
1,216,645
|
|
|
$
|
1,215,912
|
|
|
$
|
1,307,887
|
|
|
$
|
1,332,240
|
|
Credit facilities
|
|
3
|
|
$
|
260,700
|
|
|
$
|
260,700
|
|
|
$
|
95,000
|
|
|
$
|
95,000
|
|
(In thousands)
|
|
Balance Sheet Location
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest Rate Swaps
|
|
Derivative assets, at fair value
|
|
$
|
222
|
|
|
$
|
23
|
|
Total
|
|
|
|
$
|
222
|
|
|
$
|
23
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||
Interest Rate Derivative
|
|
Number of
Instruments
|
|
Notional Amount
|
|
Number of
Instruments
|
|
Notional Amount
|
||||
|
|
|
|
(In thousands)
|
|
|
|
(In thousands)
|
||||
Interest Rate Swaps
|
|
4
|
|
$
|
29,887
|
|
|
1
|
|
$
|
34,098
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Amount of gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives (effective portion)
|
|
$
|
215
|
|
|
$
|
1
|
|
|
$
|
121
|
|
|
$
|
9
|
|
Amount of loss reclassified from accumulated other comprehensive income into income as interest expense
|
|
$
|
(53
|
)
|
|
$
|
(9
|
)
|
|
$
|
(88
|
)
|
|
$
|
(35
|
)
|
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset on the Balance Sheet
|
|
|
|||||||||||||||
(In thousands)
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts of Recognized (Liabilities)
|
|
Gross Amounts Offset on the Balance Sheet
|
|
Net Amounts of Assets (Liabilities) Presented on the Balance Sheet
|
|
Financial Instruments
|
|
Cash Collateral Received (Posted)
|
|
Net Amount
|
|||||||||||||
September 30, 2018
|
|
$
|
222
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
222
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
222
|
|
December 31, 2017
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
23
|
|
•
|
The Company effected a
2
-to-
1
reverse stock split combining every two shares of common stock, par value
$0.01
per share, into one share of common stock, par value
$0.02
per share, and subsequently reducing the resulting par value of the shares of common stock outstanding after the reverse stock split from
$0.02
per share back to
$0.01
per share. In addition, the Company changed the name of its common stock to “Class A common stock.”
|
•
|
The Company reclassified a number of authorized but unissued shares of Class A common stock equal to half of the number of shares of Class A common stock then outstanding into equal numbers of shares of Class B-1 common stock and shares of Class B-2 common stock.
|
•
|
The Company distributed to the holders of shares of Class A common stock a stock dividend equal to one-half share of Class B-1 common stock and one-half share of Class B-2 common stock for each share of Class A common stock outstanding.
|
|
|
June 30, 2018
|
|
As of September 30, 2018
|
|||||||||||
|
|
Shares Outstanding
|
|
Class A Common Stock
|
|
Class B-1 Common Stock
(6)
|
|
Class B-2 Common Stock
|
|
Shares Outstanding
|
|||||
Shares of common stock
(1)
|
|
105,049,705
|
|
|
52,506,544
|
|
|
26,262,476.5
|
|
|
26,262,476.5
|
|
|
105,031,497
|
|
Vesting and conversion of Class B Units
(2) (3)
|
|
—
|
|
|
1,052,420
|
|
|
—
|
|
|
—
|
|
|
1,052,420
|
|
Redemption of Class A Units (formerly known as OP Units)
(3) (4)
|
|
—
|
|
|
30,691
|
|
|
—
|
|
|
—
|
|
|
30,691
|
|
Unvested restricted shares
(5)
|
|
9,088
|
|
|
131,820
|
|
|
2,209
|
|
|
2,209
|
|
|
136,238
|
|
Total
|
|
105,058,793
|
|
|
53,721,475
|
|
|
26,264,685.5
|
|
|
26,264,685.5
|
|
|
106,250,846
|
|
•
|
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 under the SRP as of December 31, 2017
(1)
|
|
3,306,864
|
|
|
$
|
23.97
|
|
Three months ended March 31, 2018
(2)
|
|
412,939
|
|
|
23.37
|
|
|
Three months ended June 30, 2018
|
|
—
|
|
|
—
|
|
|
Cumulative repurchases through the termination date
|
|
3,719,803
|
|
|
—
|
|
(In thousands)
|
|
Future Minimum Base Rent Payments
|
||
2018 (remainder)
|
|
$
|
364
|
|
2019
|
|
1,460
|
|
|
2020
|
|
1,243
|
|
|
2021
|
|
925
|
|
|
2022
|
|
941
|
|
|
Thereafter
|
|
12,516
|
|
|
|
|
$
|
17,449
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Payable as of
|
|
||||||||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
September 30,
2018 |
|
December 31,
2017 |
|
||||||||||||
One-time fees and reimbursements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisition fees and related cost reimbursements
(1)
|
|
$
|
77
|
|
|
$
|
49
|
|
|
$
|
248
|
|
|
$
|
100
|
|
|
$
|
77
|
|
|
$
|
9
|
|
|
Vesting and conversion of Class B Units
|
|
15,786
|
|
|
—
|
|
|
15,786
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Ongoing fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset management fees to related party
|
|
5,849
|
|
|
5,250
|
|
|
17,295
|
|
|
15,250
|
|
|
92
|
|
|
408
|
|
|
||||||
Property management and leasing fees
(2)
|
|
1,966
|
|
|
1,965
|
|
|
6,571
|
|
|
4,788
|
|
|
459
|
|
|
1,114
|
|
|
||||||
Professional fees and other reimbursements
(3)
|
|
2,347
|
|
|
2,136
|
|
|
6,746
|
|
|
5,963
|
|
|
949
|
|
(4)
|
1,522
|
|
(4)
|
||||||
Distributions on Class B Units
(3)
|
|
58
|
|
|
345
|
|
|
736
|
|
|
1,206
|
|
|
—
|
|
|
116
|
|
|
||||||
Total related party operating fees and reimbursements
|
|
$
|
26,083
|
|
|
$
|
9,745
|
|
|
$
|
47,382
|
|
|
$
|
27,307
|
|
|
$
|
1,577
|
|
|
$
|
3,169
|
|
|
•
|
the sum of (i) the Market Value (as defined in the A&R OP Agreement) 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 (including the Merger)or business combination (an “Offering”) as of the Listing Date plus (ii) the total amount of cash that, if distributed to those stockholders who purchased shares of the Company’s common stock in an Offering prior to the Listing, 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.
|
|
Number of Shares of Common Stock
|
|
Weighted-Average Issue Price
|
|||
Unvested, December 31, 2017
|
15,708
|
|
|
$
|
23.67
|
|
Granted
|
127,402
|
|
|
16.01
|
|
|
Vested
|
(6,869
|
)
|
|
23.58
|
|
|
Forfeited
|
(3
|
)
|
|
—
|
|
|
Unvested, September 30, 2018
|
136,238
|
|
|
16.51
|
|
Performance Level
|
|
Absolute TSR
|
|
Percentage of Award LTIPs Earned
|
||||
Below Threshold
|
|
Less than
|
24
|
%
|
|
|
—
|
%
|
Threshold
|
|
|
24
|
%
|
|
|
25
|
%
|
Target
|
|
|
30
|
%
|
|
|
50
|
%
|
Maximum
|
|
|
36
|
%
|
or higher
|
|
100
|
%
|
Performance Level
|
|
Relative TSR Excess
|
|
Percentage of Relative TSR Award LTIPs Earned
|
||||
Below Threshold
|
|
Less than
|
-600
|
|
basis points
|
|
—
|
%
|
Threshold
|
|
|
-600
|
|
basis points
|
|
25
|
%
|
Target
|
|
|
—
|
|
basis points
|
|
50
|
%
|
Maximum
|
|
|
+600
|
|
basis points
|
|
100
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In thousands, except share and per share amounts)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss attributable to stockholders - basic and diluted
|
|
$
|
(27,245
|
)
|
|
$
|
(15,367
|
)
|
|
$
|
(23,885
|
)
|
|
$
|
(27,105
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding - basic and diluted
|
|
105,905,281
|
|
|
104,545,591
|
|
|
105,379,306
|
|
|
97,852,337
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share attributable to stockholders - basic and diluted
|
|
$
|
(0.26
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.28
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Unvested restricted shares
(1)
|
|
44,933
|
|
|
14,404
|
|
|
24,744
|
|
|
12,030
|
|
OP Units
(2)
|
|
179,259
|
|
|
203,612
|
|
|
195,405
|
|
|
169,319
|
|
Class B Units
(3)
|
|
205,908
|
|
|
1,052,420
|
|
|
767,149
|
|
|
1,052,420
|
|
Award LTIP Units
(4)
|
|
1,515,225
|
|
|
—
|
|
|
510,625
|
|
|
—
|
|
Total
|
|
1,945,325
|
|
|
1,270,436
|
|
|
1,497,923
|
|
|
1,233,769
|
|
(1)
|
Weighted-average number of shares of unvested restricted shares outstanding for the periods presented. There were
136,238
and
15,710
unvested restricted shares outstanding as of
September 30, 2018
and
September 30, 2017
, respectively.
|
(2)
|
Weighted-average number of OP Units outstanding for the periods presented. There were
172,921
and
203,612
OP Units outstanding as of
September 30, 2018
and
September 30, 2017
, respectively.
|
(3)
|
Weighted-average number of Class B Units outstanding for the periods presented. There were
no
Class B Units outstanding as of
September 30, 2018
and
1,052,420
Class B Units outstanding as of
September 30, 2017
.
|
(4)
|
Weighted-average number of Award LTIP Units outstanding for the periods presented. There were
4,496,796
Award LTIP Units outstanding as of
September 30, 2018
.
|
•
|
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”). 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 AR Global and conflicts in allocating time among these entities and us, which could negatively impact our operating results.
|
•
|
The trading price of our Class A common stock may fluctuate significantly and no public market currently exists for shares of our other class of outstanding stock, our Class B-2 common stock.
|
•
|
Lincoln Retail REIT Services, LLC (“Lincoln”) and its affiliates, which provide services to the Advisor in connection with our 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.
|
•
|
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 fund all of the dividends we pay our stockholders, and, as such, we may be forced to fund distributions from other sources, including borrowings, which may not be available on favorable terms, or at all.
|
•
|
We may be unable to pay or maintain cash dividends at the current rate or increase dividends 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 dividends.
|
•
|
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
|
|
|
9.6
|
|
100.0%
|
Walgreens I
|
|
Jul. 2013
|
|
1
|
|
10,500
|
|
|
19.0
|
|
100.0%
|
Dollar General II
|
|
Jul. 2013
|
|
2
|
|
18,052
|
|
|
9.7
|
|
100.0%
|
AutoZone I
|
|
Jul. 2013
|
|
1
|
|
7,370
|
|
|
8.8
|
|
100.0%
|
Dollar General III
|
|
Jul. 2013
|
|
5
|
|
45,989
|
|
|
9.6
|
|
100.0%
|
BSFS I
|
|
Jul. 2013
|
|
1
|
|
8,934
|
|
|
5.3
|
|
100.0%
|
Dollar General IV
|
|
Jul. 2013
|
|
2
|
|
18,126
|
|
|
7.4
|
|
100.0%
|
Tractor Supply I
|
|
Aug. 2013
|
|
1
|
|
19,097
|
|
|
9.2
|
|
100.0%
|
Dollar General V
|
|
Aug. 2013
|
|
1
|
|
12,480
|
|
|
9.3
|
|
100.0%
|
Mattress Firm I
|
|
Aug. & Nov. 2013; Feb, Mar. 2014 & Apr. 2014
|
|
5
|
|
23,612
|
|
|
6.9
|
|
100.0%
|
Family Dollar I
|
|
Aug. 2013
|
|
1
|
|
8,050
|
|
|
2.8
|
|
100.0%
|
Lowe's I
|
|
Aug. 2013
|
|
5
|
|
671,313
|
|
|
10.8
|
|
100.0%
|
O'Reilly Auto Parts I
|
|
Aug. 2013
|
|
1
|
|
10,692
|
|
|
11.8
|
|
100.0%
|
Food Lion I
|
|
Aug. 2013
|
|
1
|
|
44,549
|
|
|
11.1
|
|
100.0%
|
Family Dollar II
|
|
Aug. 2013
|
|
1
|
|
8,028
|
|
|
4.8
|
|
100.0%
|
Walgreens II
|
|
Aug. 2013
|
|
1
|
|
14,490
|
|
|
14.5
|
|
100.0%
|
Dollar General VI
|
|
Aug. 2013
|
|
1
|
|
9,014
|
|
|
7.4
|
|
100.0%
|
Dollar General VII
|
|
Aug. 2013
|
|
1
|
|
9,100
|
|
|
9.5
|
|
100.0%
|
Family Dollar III
|
|
Aug. 2013
|
|
1
|
|
8,000
|
|
|
4.0
|
|
100.0%
|
Chili's I
|
|
Aug. 2013
|
|
2
|
|
12,700
|
|
|
7.2
|
|
100.0%
|
CVS I
|
|
Aug. 2013
|
|
1
|
|
10,055
|
|
|
7.3
|
|
100.0%
|
Joe's Crab Shack I
|
|
Aug. 2013
|
|
1
|
|
7,646
|
|
|
8.5
|
|
100.0%
|
Dollar General VIII
|
|
Sep. 2013
|
|
1
|
|
9,100
|
|
|
9.8
|
|
100.0%
|
Tire Kingdom I
|
|
Sep. 2013
|
|
1
|
|
6,635
|
|
|
6.5
|
|
100.0%
|
AutoZone II
|
|
Sep. 2013
|
|
1
|
|
7,370
|
|
|
4.7
|
|
100.0%
|
Family Dollar IV
|
|
Sep. 2013
|
|
1
|
|
8,320
|
|
|
4.8
|
|
100.0%
|
Fresenius I
|
|
Sep. 2013
|
|
1
|
|
5,800
|
|
|
6.8
|
|
100.0%
|
Dollar General IX
|
|
Sep. 2013
|
|
1
|
|
9,014
|
|
|
6.6
|
|
100.0%
|
Advance Auto I
|
|
Sep. 2013
|
|
1
|
|
10,500
|
|
|
4.8
|
|
100.0%
|
Walgreens III
|
|
Sep. 2013
|
|
1
|
|
15,120
|
|
|
7.5
|
|
100.0%
|
Walgreens IV
|
|
Sep. 2013
|
|
1
|
|
13,500
|
|
|
6.0
|
|
100.0%
|
CVS II
|
|
Sep. 2013
|
|
1
|
|
13,905
|
|
|
18.4
|
|
100.0%
|
Arby's I
|
|
Sep. 2013
|
|
1
|
|
3,000
|
|
|
9.8
|
|
100.0%
|
Dollar General X
|
|
Sep. 2013
|
|
1
|
|
9,100
|
|
|
9.5
|
|
100.0%
|
AmeriCold I
|
|
Sep. 2013
|
|
9
|
|
1,407,166
|
|
|
9.0
|
|
100.0%
|
Home Depot I
|
|
Sep. 2013
|
|
2
|
|
1,315,200
|
|
|
8.3
|
|
100.0%
|
New Breed Logistics I
|
|
Sep. 2013
|
|
1
|
|
390,486
|
|
|
3.1
|
|
100.0%
|
American Express Travel Related Services I
|
|
Sep. 2013
|
|
1
|
|
395,787
|
|
|
1.5
|
|
100.0%
|
SunTrust Bank I
|
|
Sep. 2013
|
|
25
|
|
124,297
|
|
|
9.6
|
|
82.2%
|
National Tire & Battery I
|
|
Sep. 2013
|
|
1
|
|
10,795
|
|
|
5.2
|
|
100.0%
|
Circle K I
|
|
Sep. 2013
|
|
19
|
|
54,521
|
|
|
10.1
|
|
100.0%
|
Walgreens V
|
|
Sep. 2013
|
|
1
|
|
14,490
|
|
|
8.9
|
|
100.0%
|
Walgreens VI
|
|
Sep. 2013
|
|
1
|
|
14,560
|
|
|
10.6
|
|
100.0%
|
FedEx Ground I
|
|
Sep. 2013
|
|
1
|
|
21,662
|
|
|
4.7
|
|
100.0%
|
Walgreens VII
|
|
Sep. 2013
|
|
8
|
|
113,415
|
|
|
10.7
|
|
100.0%
|
O'Charley's I
|
|
Sep. 2013
|
|
20
|
|
135,973
|
|
|
13.1
|
|
100.0%
|
Krystal I
|
|
Sep. 2013
|
|
6
|
|
12,730
|
|
|
11.0
|
|
100.0%
|
1st Constitution Bancorp I
|
|
Sep. 2013
|
|
1
|
|
4,500
|
|
|
5.3
|
|
100.0%
|
Portfolio
|
|
Acquisition Date
|
|
Number of
Properties
|
|
Rentable Square Feet
|
|
Remaining Lease Term
(1)
|
|
Percentage Leased
|
|
American Tire Distributors I
|
|
Sep. 2013
|
|
1
|
|
125,060
|
|
|
5.3
|
|
100.0%
|
Tractor Supply II
|
|
Oct. 2013
|
|
1
|
|
23,500
|
|
|
5.0
|
|
100.0%
|
United Healthcare I
|
|
Oct. 2013
|
|
1
|
|
400,000
|
|
|
2.8
|
|
100.0%
|
National Tire & Battery II
|
|
Oct. 2013
|
|
1
|
|
7,368
|
|
|
13.7
|
|
100.0%
|
Tractor Supply III
|
|
Oct. 2013
|
|
1
|
|
19,097
|
|
|
9.6
|
|
100.0%
|
Mattress Firm II
|
|
Oct. 2013
|
|
1
|
|
4,304
|
|
|
4.9
|
|
100.0%
|
Dollar General XI
|
|
Oct. 2013
|
|
1
|
|
9,026
|
|
|
8.6
|
|
100.0%
|
Academy Sports I
|
|
Oct. 2013
|
|
1
|
|
71,640
|
|
|
9.8
|
|
100.0%
|
Talecris Plasma Resources I
|
|
Oct. 2013
|
|
1
|
|
22,262
|
|
|
4.5
|
|
100.0%
|
Amazon I
|
|
Oct. 2013
|
|
1
|
|
79,105
|
|
|
4.8
|
|
100.0%
|
Fresenius II
|
|
Oct. 2013
|
|
2
|
|
16,047
|
|
|
8.9
|
|
100.0%
|
Dollar General XII
|
|
Nov. 2013 & Jan. 2014
|
|
2
|
|
18,126
|
|
|
10.2
|
|
100.0%
|
Dollar General XIII
|
|
Nov. 2013
|
|
1
|
|
9,169
|
|
|
7.5
|
|
100.0%
|
Advance Auto II
|
|
Nov. 2013
|
|
2
|
|
13,887
|
|
|
4.6
|
|
100.0%
|
FedEx Ground II
|
|
Nov. 2013
|
|
1
|
|
48,897
|
|
|
4.8
|
|
100.0%
|
Burger King I
|
|
Nov. 2013
|
|
41
|
|
168,192
|
|
|
15.2
|
|
100.0%
|
Dollar General XIV
|
|
Nov. 2013
|
|
3
|
|
27,078
|
|
|
9.7
|
|
100.0%
|
Dollar General XV
|
|
Nov. 2013
|
|
1
|
|
9,026
|
|
|
10.1
|
|
100.0%
|
FedEx Ground III
|
|
Nov. 2013
|
|
1
|
|
24,310
|
|
|
4.9
|
|
100.0%
|
Dollar General XVI
|
|
Nov. 2013
|
|
1
|
|
9,014
|
|
|
7.2
|
|
100.0%
|
Family Dollar V
|
|
Nov. 2013
|
|
1
|
|
8,400
|
|
|
4.5
|
|
100.0%
|
CVS III
|
|
Dec. 2013
|
|
1
|
|
10,880
|
|
|
5.3
|
|
100.0%
|
Mattress Firm III
|
|
Dec. 2013
|
|
1
|
|
5,057
|
|
|
4.8
|
|
100.0%
|
Arby's II
|
|
Dec. 2013
|
|
1
|
|
3,494
|
|
|
9.6
|
|
100.0%
|
Family Dollar VI
|
|
Dec. 2013
|
|
2
|
|
17,484
|
|
|
5.3
|
|
100.0%
|
SAAB Sensis I
|
|
Dec. 2013
|
|
1
|
|
90,822
|
|
|
6.5
|
|
100.0%
|
Citizens Bank I
|
|
Dec. 2013
|
|
9
|
|
34,777
|
|
|
5.3
|
|
100.0%
|
SunTrust Bank II
|
|
Jan. 2014
|
|
24
|
|
125,172
|
|
|
10.2
|
|
100.0%
|
Mattress Firm IV
|
|
Jan. 2014
|
|
1
|
|
5,040
|
|
|
5.9
|
|
100.0%
|
FedEx Ground IV
|
|
Jan. 2014
|
|
1
|
|
59,167
|
|
|
4.8
|
|
100.0%
|
Mattress Firm V
|
|
Jan. 2014
|
|
1
|
|
5,548
|
|
|
5.1
|
|
100.0%
|
Family Dollar VII
|
|
Feb. 2014
|
|
1
|
|
8,320
|
|
|
5.8
|
|
100.0%
|
Aaron's I
|
|
Feb. 2014
|
|
1
|
|
7,964
|
|
|
4.9
|
|
100.0%
|
AutoZone III
|
|
Feb. 2014
|
|
1
|
|
6,786
|
|
|
4.5
|
|
100.0%
|
C&S Wholesale Grocer I
|
|
Feb. 2014
|
|
2
|
|
1,671,233
|
|
|
4.5
|
|
100.0%
|
Advance Auto III
|
|
Feb. 2014
|
|
1
|
|
6,124
|
|
|
5.9
|
|
100.0%
|
Family Dollar VIII
|
|
Mar. 2014
|
|
3
|
|
24,960
|
|
|
4.8
|
|
100.0%
|
Dollar General XVII
|
|
Mar. & May 2014
|
|
3
|
|
27,078
|
|
|
9.5
|
|
100.0%
|
SunTrust Bank III
|
|
Mar. 2014
|
|
93
|
|
523,116
|
|
|
11.1
|
|
88.6%
|
SunTrust Bank IV
|
|
Mar. 2014
|
|
24
|
|
128,874
|
|
|
10.9
|
|
91.4%
|
Dollar General XVIII
|
|
Mar. 2014
|
|
1
|
|
9,026
|
|
|
9.5
|
|
100.0%
|
Sanofi US I
|
|
Mar. 2014
|
|
1
|
|
736,572
|
|
|
14.3
|
|
100.0%
|
Family Dollar IX
|
|
Apr. 2014
|
|
1
|
|
8,320
|
|
|
5.5
|
|
100.0%
|
Stop & Shop I
|
|
May 2014
|
|
7
|
|
491,612
|
|
|
8.3
|
|
100.0%
|
Bi-Lo I
|
|
May 2014
|
|
1
|
|
55,718
|
|
|
7.3
|
|
100.0%
|
Dollar General XIX
|
|
May 2014
|
|
1
|
|
12,480
|
|
|
9.9
|
|
100.0%
|
Dollar General XX
|
|
May 2014
|
|
5
|
|
48,584
|
|
|
8.6
|
|
100.0%
|
Dollar General XXI
|
|
May 2014
|
|
1
|
|
9,238
|
|
|
9.9
|
|
100.0%
|
Dollar General XXII
|
|
May 2014
|
|
1
|
|
10,566
|
|
|
8.6
|
|
100.0%
|
FedEx Ground V
|
|
Feb. 2016
|
|
1
|
|
45,755
|
|
|
6.8
|
|
100.0%
|
FedEx Ground VI
|
|
Feb. 2016
|
|
1
|
|
120,731
|
|
|
6.9
|
|
100.0%
|
FedEx Ground VII
|
|
Feb. 2016
|
|
1
|
|
42,299
|
|
|
7.0
|
|
100.0%
|
Portfolio
|
|
Acquisition Date
|
|
Number of
Properties
|
|
Rentable Square Feet
|
|
Remaining Lease Term
(1)
|
|
Percentage Leased
|
|
FedEx Ground VIII
|
|
Feb. 2016
|
|
1
|
|
78,673
|
|
|
7.1
|
|
100.0%
|
Liberty Crossing
|
|
Feb. 2017
|
|
1
|
|
105,779
|
|
|
3.5
|
|
89.6%
|
San Pedro Crossing
|
|
Feb. 2017
|
|
1
|
|
201,965
|
|
|
3.6
|
|
66.6%
|
Tiffany Springs MarketCenter
|
|
Feb. 2017
|
|
1
|
|
264,952
|
|
|
6.2
|
|
88.4%
|
The Streets of West Chester
|
|
Feb. 2017
|
|
1
|
|
236,842
|
|
|
10.3
|
|
94.0%
|
Prairie Towne Center
|
|
Feb. 2017
|
|
1
|
|
289,277
|
|
|
6.0
|
|
95.3%
|
Southway Shopping Center
|
|
Feb. 2017
|
|
1
|
|
181,809
|
|
|
4.6
|
|
88.7%
|
Stirling Slidell Centre
|
|
Feb. 2017
|
|
1
|
|
134,276
|
|
|
3.7
|
|
60.8%
|
Northwoods Marketplace
|
|
Feb. 2017
|
|
1
|
|
236,078
|
|
|
3.3
|
|
96.5%
|
Centennial Plaza
|
|
Feb. 2017
|
|
1
|
|
233,797
|
|
|
4.6
|
|
77.8%
|
Northlake Commons
|
|
Feb. 2017
|
|
1
|
|
109,112
|
|
|
3.2
|
|
87.9%
|
Shops at Shelby Crossing
|
|
Feb. 2017
|
|
1
|
|
236,107
|
|
|
4.1
|
|
97.6%
|
Shoppes of West Melbourne
|
|
Feb. 2017
|
|
1
|
|
144,484
|
|
|
3.7
|
|
98.3%
|
The Centrum
|
|
Feb. 2017
|
|
1
|
|
270,747
|
|
|
5.0
|
|
52.5%
|
Shoppes at Wyomissing
|
|
Feb. 2017
|
|
1
|
|
103,064
|
|
|
3.2
|
|
88.5%
|
Southroads Shopping Center
|
|
Feb. 2017
|
|
1
|
|
437,515
|
|
|
4.8
|
|
71.2%
|
Parkside Shopping Center
|
|
Feb. 2017
|
|
1
|
|
181,620
|
|
|
4.5
|
|
90.5%
|
Colonial Landing
|
|
Feb. 2017
|
|
1
|
|
263,559
|
|
|
4.4
|
|
70.0%
|
The Shops at West End
|
|
Feb. 2017
|
|
1
|
|
381,831
|
|
|
7.5
|
|
76.1%
|
Township Marketplace
|
|
Feb. 2017
|
|
1
|
|
298,630
|
|
|
3.3
|
|
93.9%
|
Cross Pointe Centre
|
|
Feb. 2017
|
|
1
|
|
226,089
|
|
|
10.2
|
|
100.0%
|
Towne Centre Plaza
|
|
Feb. 2017
|
|
1
|
|
94,096
|
|
|
4.3
|
|
100.0%
|
Harlingen Corners
|
|
Feb. 2017
|
|
1
|
|
228,208
|
|
|
4.3
|
|
96.7%
|
Village at Quail Springs
|
|
Feb. 2017
|
|
1
|
|
100,404
|
|
|
7.1
|
|
100.0%
|
Pine Ridge Plaza
|
|
Feb. 2017
|
|
1
|
|
239,492
|
|
|
3.9
|
|
97.4%
|
Bison Hollow
|
|
Feb. 2017
|
|
1
|
|
134,798
|
|
|
5.2
|
|
100.0%
|
Jefferson Commons
|
|
Feb. 2017
|
|
1
|
|
205,918
|
|
|
7.5
|
|
98.0%
|
Northpark Center
|
|
Feb. 2017
|
|
1
|
|
318,327
|
|
|
3.8
|
|
67.0%
|
Anderson Station
|
|
Feb. 2017
|
|
1
|
|
244,170
|
|
|
3.4
|
|
97.9%
|
Patton Creek
|
|
Feb. 2017
|
|
1
|
|
491,294
|
|
|
3.7
|
|
86.7%
|
North Lakeland Plaza
|
|
Feb. 2017
|
|
1
|
|
171,397
|
|
|
2.0
|
|
94.9%
|
Riverbend Marketplace
|
|
Feb. 2017
|
|
1
|
|
142,617
|
|
|
5.3
|
|
90.5%
|
Montecito Crossing
|
|
Feb. 2017
|
|
1
|
|
179,721
|
|
|
3.7
|
|
97.4%
|
Best on the Boulevard
|
|
Feb. 2017
|
|
1
|
|
204,568
|
|
|
4.0
|
|
100.0%
|
Shops at RiverGate South
|
|
Feb. 2017
|
|
1
|
|
140,703
|
|
|
6.5
|
|
97.8%
|
Dollar General XXIII
|
|
Mar. & May 2017
|
|
8
|
|
72,480
|
|
|
10.9
|
|
100.0%
|
Jo-Ann Fabrics I
|
|
Apr. 2017
|
|
1
|
|
18,018
|
|
|
6.3
|
|
100.0%
|
Bob Evans I
|
|
Apr. 2017
|
|
23
|
|
116,899
|
|
|
18.6
|
|
100.0%
|
FedEx Ground IX
|
|
May 2017
|
|
1
|
|
53,739
|
|
|
7.7
|
|
100.0%
|
Chili's II
|
|
May 2017
|
|
1
|
|
6,039
|
|
|
9.1
|
|
100.0%
|
Sonic Drive In I
|
|
June 2017
|
|
2
|
|
2,745
|
|
|
13.8
|
|
100.0%
|
Bridgestone HOSEPower I
|
|
June 2017
|
|
2
|
|
41,131
|
|
|
10.9
|
|
100.0%
|
Bridgestone HOSEPower II
|
|
July 2017
|
|
1
|
|
25,125
|
|
|
11.1
|
|
100.0%
|
FedEx Ground X
|
|
July 2017
|
|
1
|
|
141,803
|
|
|
8.8
|
|
100.0%
|
Chili's III
|
|
Aug. 2017
|
|
1
|
|
5,742
|
|
|
9.1
|
|
100.0%
|
FedEx Ground XI
|
|
Sep. 2017
|
|
1
|
|
29,246
|
|
|
8.8
|
|
100.0%
|
Hardee's I
|
|
Sep. 2017
|
|
4
|
|
13,455
|
|
|
19.0
|
|
100.0%
|
Tractor Supply IV
|
|
Oct. 2017
|
|
2
|
|
51,030
|
|
|
8.1
|
|
100.0%
|
Circle K II
|
|
Nov. 2017
|
|
6
|
|
20,068
|
|
|
18.8
|
|
100.0%
|
Sonic Drive In II
|
|
Nov. 2017
|
|
20
|
|
30,328
|
|
|
19.2
|
|
100.0%
|
Bridgestone HOSEPower III
|
|
Dec. 2017
|
|
1
|
|
20,859
|
|
|
11.8
|
|
100.0%
|
Sonny's BBQ I
|
|
Jan. 2018
|
|
3
|
|
18,548
|
|
|
15.4
|
|
100.0%
|
Portfolio
|
|
Acquisition Date
|
|
Number of
Properties
|
|
Rentable Square Feet
|
|
Remaining Lease Term
(1)
|
|
Percentage Leased
|
|
Mountain Express I
|
|
Jan. 2018
|
|
9
|
|
29,821
|
|
|
19.3
|
|
100.0%
|
Kum & Go I
|
|
Feb. 2018
|
|
1
|
|
5,105
|
|
|
9.7
|
|
100.0%
|
DaVita I
|
|
Feb. 2018
|
|
2
|
|
13,319
|
|
|
7.4
|
|
100.0%
|
White Oak I
|
|
Mar. 2018
|
|
9
|
|
21,931
|
|
|
19.5
|
|
100.0%
|
Mountain Express II
|
|
June 2018
|
|
15
|
|
58,753
|
|
|
19.6
|
|
100.0%
|
Dialysis I
|
|
July 2018
|
|
7
|
|
64,504
|
|
|
9.7
|
|
100.0%
|
Children of America I
|
|
Aug. 2018
|
|
2
|
|
32,568
|
|
|
14.9
|
|
100.0%
|
Burger King II
|
|
Aug. 2018
|
|
1
|
|
3,205
|
|
|
14.9
|
|
100.0%
|
White Oak II
|
|
Aug. 2018
|
|
9
|
|
17,594
|
|
|
19.1
|
|
100.0%
|
Bob Evans II
|
|
Aug. 2018
|
|
22
|
|
111,560
|
|
|
18.6
|
|
100.0%
|
Mountain Express III
|
|
Sep. 2018
|
|
14
|
|
47,002
|
|
|
19.9
|
|
100.0%
|
Taco John's
|
|
Sep. 2018
|
|
7
|
|
15,006
|
|
|
15.1
|
|
100.0%
|
|
|
|
|
616
|
|
19,188,716
|
|
|
8.6
|
|
94.2%
|
(1)
|
Remaining lease term in years as of
September 30, 2018
. If the portfolio has multiple properties with varying lease expirations, remaining lease term is calculated on a weighted-average basis.
|
(2)
|
Includes
21
properties leased to SunTrust Banks, Inc. (“SunTrust”) which were unoccupied as of
September 30, 2018
. There were
18
properties which had leases expiring on December 31, 2017 and
three
properties which had leases expiring on March 31, 2018, comprising
0.1 million
rentable square feet. As of
September 30, 2018
, 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. Please see
Note 4
— Real Estate Investments
to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further details.
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||
|
|
|
|
|
|
(In thousands)
|
|
|
||||||||||||||
|
|
Number of Leases
|
|
Rentable Square Feet
|
|
Annualized SLR
(1)
prior to Lease Execution/Renewal/Termination
|
|
Annualized SLR
(1)
after Lease Execution/Renewal
|
|
Costs to execute lease
|
|
Costs to execute lease per square foot
|
||||||||||
New leases
(2)
|
|
7
|
|
|
94,667
|
|
|
$
|
—
|
|
|
$
|
1,006
|
|
|
$
|
352
|
|
|
$
|
3.72
|
|
Lease renewals/amendments
(2)
|
|
19
|
|
|
153,952
|
|
|
2,461
|
|
|
2,443
|
|
|
125
|
|
|
$
|
0.81
|
|
|||
Lease terminations
(3)
|
|
2
|
|
|
103,340
|
|
|
407
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
(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, 2018
, 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, 2018
.
|
(3)
|
Represents leases that were terminated prior to their contractual lease expiration dates.
|
|
Same Store
|
|
Acquisitions
|
|
Disposals
|
|
Total
|
||||||||||||||||||||||||||||||||||||||||
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|
Total
|
|
Increase (Decrease)
|
||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
2018
|
|
2017
|
|
$
|
|
2018
|
|
2017
|
|
$
|
|
2018
|
|
2017
|
|
$
|
||||||||||||||||||||||||
Rental income
|
$
|
62,156
|
|
|
$
|
58,917
|
|
|
$
|
3,239
|
|
|
$
|
3,723
|
|
|
$
|
285
|
|
|
$
|
3,438
|
|
|
$
|
528
|
|
|
$
|
3,085
|
|
|
$
|
(2,557
|
)
|
|
$
|
66,407
|
|
|
$
|
62,287
|
|
|
$
|
4,120
|
|
Operating expense reimbursements
|
8,460
|
|
|
6,665
|
|
|
1,795
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
17
|
|
|
517
|
|
|
(500
|
)
|
|
8,481
|
|
|
7,182
|
|
|
1,299
|
|
||||||||||||
Less: Property operating
|
13,175
|
|
|
10,350
|
|
|
2,825
|
|
|
47
|
|
|
2
|
|
|
45
|
|
|
275
|
|
|
408
|
|
|
(133
|
)
|
|
13,497
|
|
|
10,760
|
|
|
2,737
|
|
||||||||||||
NOI
|
$
|
57,441
|
|
|
$
|
55,232
|
|
|
$
|
2,209
|
|
|
$
|
3,680
|
|
|
$
|
283
|
|
|
$
|
3,397
|
|
|
$
|
270
|
|
|
$
|
3,194
|
|
|
$
|
(2,924
|
)
|
|
$
|
61,391
|
|
|
$
|
58,709
|
|
|
$
|
2,682
|
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
|
|
|
|
|
(In thousands)
|
|
|
||||||||||||||
|
|
Number of Leases
|
|
Rentable Square Feet
|
|
Annualized SLR
(1)
prior to Lease Execution/Renewal/Termination
|
|
Annualized SLR
(1)
after Lease Execution/Renewal
|
|
Costs to execute lease
|
|
Costs to execute lease per square foot
|
||||||||||
New leases
(2)
|
|
22
|
|
|
325,649
|
|
|
$
|
—
|
|
|
$
|
3,462
|
|
|
$
|
1,766
|
|
|
$
|
5.42
|
|
Lease renewals/amendments
(2)
|
|
59
|
|
|
596,948
|
|
|
8,026
|
|
|
7,992
|
|
|
525
|
|
|
$
|
0.88
|
|
|||
Lease terminations
(3)
|
|
9
|
|
|
147,346
|
|
|
1,443
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
(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, 2018
, 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, 2018
.
|
(3)
|
Represents leases that were terminated prior to their contractual lease expiration dates.
|
|
Same Store
|
|
Acquisitions
|
Disposals
|
|
Merger
|
|
Total
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
2018
|
|
2017
|
|
$
|
|
2018
|
2017
|
|
$
|
|
2018
|
2017
|
|
$
|
|
2018
|
|
2017
|
|
$
|
||||||||||||||||||||||||||||||
Rental income
|
$
|
94,373
|
|
|
$
|
96,744
|
|
|
$
|
(2,371
|
)
|
|
$
|
12,822
|
|
|
$
|
2,995
|
|
|
$
|
9,827
|
|
|
$
|
2,931
|
|
$
|
13,768
|
|
|
$
|
(10,837
|
)
|
|
$
|
79,123
|
|
$
|
63,360
|
|
|
$
|
15,763
|
|
|
$
|
189,249
|
|
|
$
|
176,867
|
|
|
$
|
12,382
|
|
Operating Expense Re-imbursements
|
2,048
|
|
|
1,964
|
|
|
84
|
|
|
202
|
|
|
63
|
|
|
139
|
|
|
362
|
|
1,777
|
|
|
(1,415
|
)
|
|
24,254
|
|
17,132
|
|
|
7,122
|
|
|
26,866
|
|
|
20,936
|
|
|
5,930
|
|
|||||||||||||||
Less: Property operating
|
3,987
|
|
|
3,002
|
|
|
985
|
|
|
318
|
|
|
69
|
|
|
249
|
|
|
933
|
|
1,418
|
|
|
(485
|
)
|
|
34,771
|
|
25,507
|
|
|
9,264
|
|
|
40,009
|
|
|
29,996
|
|
|
10,013
|
|
|||||||||||||||
NOI
|
$
|
92,434
|
|
|
$
|
95,706
|
|
|
$
|
(3,272
|
)
|
|
$
|
12,706
|
|
|
$
|
2,989
|
|
|
$
|
9,717
|
|
|
$
|
2,360
|
|
$
|
14,127
|
|
|
$
|
(11,767
|
)
|
|
$
|
68,606
|
|
$
|
54,985
|
|
|
$
|
13,621
|
|
|
$
|
176,106
|
|
|
$
|
167,807
|
|
|
$
|
8,299
|
|
|
|
Three Months Ended
|
Nine Months Ended September 30, 2018
|
|||||||||||||
(In thousands)
|
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30, 2018
|
|
|||||||||
Net income (loss) attributable to stockholders (in accordance with GAAP)
|
|
$
|
15,401
|
|
|
$
|
(12,041
|
)
|
|
$
|
(27,245
|
)
|
|
$
|
(23,885
|
)
|
Impairment charges
|
|
322
|
|
|
8,563
|
|
|
1,172
|
|
|
10,057
|
|
||||
Depreciation and amortization
|
|
36,499
|
|
|
35,438
|
|
|
35,332
|
|
|
107,269
|
|
||||
Gain on sale of real estate investments
|
|
(24,637
|
)
|
|
(3,625
|
)
|
|
(1,328
|
)
|
|
(29,590
|
)
|
||||
Proportionate share of adjustments for non-controlling interests to arrive at FFO
|
|
(24
|
)
|
|
(78
|
)
|
|
(59
|
)
|
|
(161
|
)
|
||||
FFO attributable to stockholders
|
|
27,561
|
|
|
28,257
|
|
|
7,872
|
|
|
63,690
|
|
||||
Acquisition and transaction related
|
|
1,954
|
|
|
1,287
|
|
|
1,186
|
|
|
4,427
|
|
||||
Listing fees
|
|
—
|
|
|
—
|
|
|
4,988
|
|
|
4,988
|
|
||||
Vesting and conversion of Class B Units
|
|
—
|
|
|
—
|
|
|
15,786
|
|
|
15,786
|
|
||||
Amortization of market lease and other intangibles, net
|
|
(1,358
|
)
|
|
(2,320
|
)
|
|
(5,766
|
)
|
|
(9,444
|
)
|
||||
Straight-line rent
|
|
(2,253
|
)
|
|
(2,540
|
)
|
|
(2,589
|
)
|
|
(7,382
|
)
|
||||
Amortization of mortgage premiums on borrowings
|
|
(835
|
)
|
|
(1,001
|
)
|
|
(857
|
)
|
|
(2,693
|
)
|
||||
Mark-to-market adjustments
|
|
(24
|
)
|
|
(48
|
)
|
|
—
|
|
|
(72
|
)
|
||||
Share-based compensation — restricted shares
|
|
26
|
|
|
65
|
|
|
90
|
|
|
181
|
|
||||
Share-based compensation — multi-year outperformance agreement
|
|
—
|
|
|
—
|
|
|
2,150
|
|
|
2,150
|
|
||||
Amortization of deferred financing costs, net and change in accrued interest
|
|
1,419
|
|
|
2,126
|
|
|
1,734
|
|
|
5,279
|
|
||||
Proportionate share of adjustments for non-controlling interests to arrive at AFFO
|
|
1
|
|
|
6
|
|
|
(28
|
)
|
|
(21
|
)
|
||||
AFFO attributable to stockholders
|
|
$
|
26,491
|
|
|
$
|
25,832
|
|
|
$
|
24,566
|
|
|
$
|
76,889
|
|
|
|
Three Months Ended
|
|
Nine Months Ended September 30, 2017
|
||||||||||||
(In thousands)
|
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30, 2017
|
|
|||||||||
Net loss attributable to stockholders (in accordance with GAAP)
|
|
$
|
(10,717
|
)
|
|
$
|
(1,021
|
)
|
|
$
|
(15,367
|
)
|
|
$
|
(27,105
|
)
|
Impairment charges
|
|
3,929
|
|
|
2,649
|
|
|
7,605
|
|
|
14,183
|
|
||||
Depreciation and amortization
|
|
31,478
|
|
|
40,438
|
|
|
41,132
|
|
|
113,048
|
|
||||
Gain on sale of real estate investments
|
|
(5,222
|
)
|
|
(8,609
|
)
|
|
(264
|
)
|
|
(14,095
|
)
|
||||
Proportionate share of adjustments for non-controlling interests to arrive at FFO
|
|
(31
|
)
|
|
(68
|
)
|
|
(94
|
)
|
|
(193
|
)
|
||||
FFO attributable to stockholders
|
|
19,437
|
|
|
33,389
|
|
|
33,012
|
|
|
85,838
|
|
||||
Acquisition and transaction related
|
|
5,436
|
|
|
947
|
|
|
1,173
|
|
|
7,556
|
|
||||
Amortization of market lease and other intangibles, net
|
|
(453
|
)
|
|
(1,113
|
)
|
|
(1,519
|
)
|
|
(3,085
|
)
|
||||
Straight-line rent
|
|
(1,572
|
)
|
|
(1,882
|
)
|
|
(2,077
|
)
|
|
(5,531
|
)
|
||||
Amortization of mortgage premiums on borrowings
|
|
(1,126
|
)
|
|
(928
|
)
|
|
(1,063
|
)
|
|
(3,117
|
)
|
||||
Discount accretion on investment
|
|
(6
|
)
|
|
(7
|
)
|
|
(3
|
)
|
|
(16
|
)
|
||||
Mark-to-market adjustments
|
|
(73
|
)
|
|
(7
|
)
|
|
(25
|
)
|
|
(105
|
)
|
||||
Share-based compensation
|
|
30
|
|
|
19
|
|
|
53
|
|
|
102
|
|
||||
Amortization of deferred financing costs, net and change in accrued interest
|
|
4,807
|
|
|
536
|
|
|
1,152
|
|
|
6,495
|
|
||||
Proportionate share of adjustments for non-controlling interests to arrive at AFFO
|
|
(7
|
)
|
|
5
|
|
|
4
|
|
|
2
|
|
||||
AFFO attributable to stockholders
|
|
$
|
26,473
|
|
|
$
|
30,959
|
|
|
$
|
30,707
|
|
|
$
|
88,139
|
|
(In thousands)
|
|
Same Store
|
|
Acquisitions
|
|
Disposals
|
|
Non-Property Specific
|
|
Total
|
||||||||||
Net (loss) income attributable to stockholders (in accordance with GAAP)
|
|
$
|
7,224
|
|
|
$
|
2,399
|
|
|
$
|
1,052
|
|
|
$
|
(37,920
|
)
|
|
$
|
(27,245
|
)
|
Asset management fees to related party
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,849
|
|
|
5,849
|
|
|||||
Impairment charges
|
|
855
|
|
|
—
|
|
|
317
|
|
|
—
|
|
|
1,172
|
|
|||||
Acquisition and transaction related
|
|
489
|
|
|
—
|
|
|
15
|
|
|
682
|
|
|
1,186
|
|
|||||
Listing fees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,988
|
|
|
4,988
|
|
|||||
Vesting and conversion of Class B Units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,786
|
|
|
15,786
|
|
|||||
Share-based compensation — multi-year outperformance agreement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,150
|
|
|
2,150
|
|
|||||
General and administrative
|
|
315
|
|
|
1
|
|
|
6
|
|
|
6,217
|
|
|
6,539
|
|
|||||
Depreciation and amortization
|
|
33,844
|
|
|
1,280
|
|
|
208
|
|
|
—
|
|
|
35,332
|
|
|||||
Interest expense
|
|
14,722
|
|
|
—
|
|
|
—
|
|
|
2,295
|
|
|
17,017
|
|
|||||
Gain on sale of real estate investments
|
|
—
|
|
|
—
|
|
|
(1,328
|
)
|
|
—
|
|
|
(1,328
|
)
|
|||||
Other income
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(9
|
)
|
|||||
Net loss attributable to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(46
|
)
|
|||||
NOI
|
|
$
|
57,441
|
|
|
$
|
3,680
|
|
|
$
|
270
|
|
|
$
|
—
|
|
|
$
|
61,391
|
|
(In thousands)
|
|
Same Store
|
|
Acquisitions
|
|
Disposals
|
|
Non-Property Specific
|
|
Total
|
||||||||||
Net income (loss) attributable to stockholders (in accordance with GAAP)
|
|
$
|
1,167
|
|
|
$
|
(93
|
)
|
|
$
|
(4,729
|
)
|
|
$
|
(11,712
|
)
|
|
$
|
(15,367
|
)
|
Asset management fees to related party
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,250
|
|
|
5,250
|
|
|||||
Impairment charges
|
|
1,882
|
|
|
—
|
|
|
5,723
|
|
|
—
|
|
|
7,605
|
|
|||||
Acquisition and transaction related
|
|
865
|
|
|
195
|
|
|
—
|
|
|
113
|
|
|
1,173
|
|
|||||
General and administrative
|
|
324
|
|
|
—
|
|
|
7
|
|
|
4,655
|
|
|
4,986
|
|
|||||
Depreciation and amortization
|
|
38,494
|
|
|
181
|
|
|
2,457
|
|
|
—
|
|
|
41,132
|
|
|||||
Interest expense
|
|
12,770
|
|
|
|
|
—
|
|
|
1,732
|
|
|
14,502
|
|
||||||
Gain on sale of real estate investments
|
|
—
|
|
|
—
|
|
|
(264
|
)
|
|
—
|
|
|
(264
|
)
|
|||||
Other income
|
|
(270
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(278
|
)
|
|||||
Net loss attributable to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|||||
NOI
|
|
$
|
55,232
|
|
|
$
|
283
|
|
|
$
|
3,194
|
|
|
$
|
—
|
|
|
$
|
58,709
|
|
(In thousands)
|
|
Same Store
|
|
Acquisitions
|
|
Disposals
|
|
Merger
|
|
Non-Property Specific
|
|
Total
|
||||||||||||
Net (loss) income attributable to stockholders (in accordance with GAAP)
|
|
$
|
(6,932
|
)
|
|
$
|
7,839
|
|
|
$
|
26,612
|
|
|
$
|
10,915
|
|
|
$
|
(62,319
|
)
|
|
$
|
(23,885
|
)
|
Asset management fees to related party
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,295
|
|
|
17,295
|
|
||||||
Impairment charges
|
|
1,111
|
|
|
—
|
|
|
3,279
|
|
|
5,667
|
|
|
—
|
|
|
10,057
|
|
||||||
Acquisition and transaction related
|
|
3,527
|
|
|
171
|
|
|
18
|
|
|
1
|
|
|
710
|
|
|
4,427
|
|
||||||
Listing fees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,988
|
|
|
4,988
|
|
||||||
Vesting and conversion of Class B Units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,786
|
|
|
15,786
|
|
||||||
Share-based compensation — multi-year outperformance agreement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,150
|
|
|
2,150
|
|
||||||
General and administrative
|
|
316
|
|
|
43
|
|
|
34
|
|
|
806
|
|
|
17,353
|
|
|
18,552
|
|
||||||
Depreciation and amortization
|
|
51,946
|
|
|
4,654
|
|
|
2,014
|
|
|
48,655
|
|
|
—
|
|
|
107,269
|
|
||||||
Interest expense
|
|
42,500
|
|
|
—
|
|
|
—
|
|
|
2,572
|
|
|
4,094
|
|
|
49,166
|
|
||||||
Gain on sale of real estate investments
|
|
—
|
|
|
—
|
|
|
(29,590
|
)
|
|
—
|
|
|
—
|
|
|
(29,590
|
)
|
||||||
Other income
|
|
(34
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(10
|
)
|
|
(17
|
)
|
|
(69
|
)
|
||||||
Net income attributable to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(40
|
)
|
||||||
NOI
|
|
$
|
92,434
|
|
|
$
|
12,706
|
|
|
$
|
2,360
|
|
|
$
|
68,606
|
|
|
$
|
—
|
|
|
$
|
176,106
|
|
(In thousands)
|
|
Same Store
|
|
Acquisitions
|
|
Disposals
|
|
Merger
|
|
Non-Property Specific
|
|
Total
|
||||||||||||
Net income (loss) attributable to stockholders (in accordance with GAAP)
|
|
$
|
(943
|
)
|
|
$
|
843
|
|
|
$
|
8,274
|
|
|
$
|
5,639
|
|
|
$
|
(40,918
|
)
|
|
$
|
(27,105
|
)
|
Asset management fees to related party
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,250
|
|
|
15,250
|
|
||||||
Impairment charges
|
|
3,137
|
|
|
—
|
|
|
11,046
|
|
|
—
|
|
|
—
|
|
|
14,183
|
|
||||||
Acquisition and transaction related
|
|
1,106
|
|
|
990
|
|
|
1
|
|
|
—
|
|
|
5,459
|
|
|
7,556
|
|
||||||
General and administrative
|
|
184
|
|
|
—
|
|
|
20
|
|
|
630
|
|
|
14,233
|
|
|
15,067
|
|
||||||
Depreciation and amortization
|
|
58,169
|
|
|
1,156
|
|
|
7,738
|
|
|
45,985
|
|
|
—
|
|
|
113,048
|
|
||||||
Interest expense
|
|
34,821
|
|
|
—
|
|
|
1,183
|
|
|
2,837
|
|
|
6,071
|
|
|
44,912
|
|
||||||
Gain on sale of real estate investments
|
|
—
|
|
|
—
|
|
|
(14,095
|
)
|
|
—
|
|
|
—
|
|
|
(14,095
|
)
|
||||||
Other income
|
|
(768
|
)
|
|
—
|
|
|
(40
|
)
|
|
(106
|
)
|
|
(50
|
)
|
|
(964
|
)
|
||||||
Net income attributable to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
||||||
NOI
|
|
$
|
95,706
|
|
|
$
|
2,989
|
|
|
$
|
14,127
|
|
|
$
|
54,985
|
|
|
$
|
—
|
|
|
$
|
167,807
|
|
|
|
Three Months Ended
|
Nine Months Ended September 30, 2018
|
|||||||||||||||||||||||||
|
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
|||||||||||||||||||||
(In thousands)
|
|
|
|
Percentage of Dividends
|
|
|
|
Percentage of Dividends
|
|
|
|
Percentage of Dividends
|
|
|
|
Percentage of Dividends
|
||||||||||||
Cash dividends paid to stockholders not reinvested in common stock
|
|
$
|
21,906
|
|
|
|
|
$
|
22,961
|
|
|
|
|
$
|
30,713
|
|
|
|
|
$
|
75,580
|
|
|
|
||||
Cash dividends reinvested in common stock issued under the DRIP and A&R DRIP
|
|
11,773
|
|
|
|
|
11,475
|
|
|
|
|
—
|
|
|
|
|
23,248
|
|
|
`
|
|
|||||||
Total dividends paid
|
|
$
|
33,679
|
|
|
|
|
$
|
34,436
|
|
|
|
|
$
|
30,713
|
|
|
|
|
$
|
98,828
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Source of dividend coverage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows provided by operations
|
|
$
|
22,348
|
|
|
66.4
|
%
|
|
31,480
|
|
|
91.4
|
%
|
|
$
|
19,933
|
|
|
64.9
|
%
|
|
$
|
73,761
|
|
|
74.5
|
%
|
|
Cash proceeds received from common stock issued under the DRIP
|
|
11,331
|
|
|
33.6
|
%
|
|
2,956
|
|
|
8.6
|
%
|
|
—
|
|
|
—
|
%
|
|
14,287
|
|
|
14.5
|
%
|
||||
Available cash on hand
(1)
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
10,780
|
|
|
35.1
|
%
|
|
10,780
|
|
|
10.9
|
%
|
||||
Total source of dividend coverage
|
|
$
|
33,679
|
|
|
100.0
|
%
|
|
$
|
34,436
|
|
|
100.0
|
%
|
|
$
|
30,713
|
|
|
100.0
|
%
|
|
$
|
98,828
|
|
|
99.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows provided by operations (GAAP basis)
|
|
$
|
22,348
|
|
|
|
|
$
|
31,480
|
|
|
|
|
$
|
19,933
|
|
|
|
|
$
|
73,761
|
|
|
|
||||
Net income (loss) (in accordance with GAAP)
|
|
$
|
15,431
|
|
|
|
|
$
|
(12,065
|
)
|
|
|
|
$
|
(27,291
|
)
|
|
|
|
$
|
(23,925
|
)
|
|
|
•
|
our financial condition and performance;
|
•
|
the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
|
•
|
actual or anticipated quarterly fluctuations in our operating results and financial condition;
|
•
|
the amount and frequency of our payment of dividends;
|
•
|
additional issuances of equity securities, including Class A common stock;
|
•
|
additional sales of equity securities, or the perception that additional sales may occur, including sales of Class A common stock following the conversion of shares of our Class B-1 common stock and our Class B-2 common stock, which are currently illiquid, into shares of our Class A common stock.
|
•
|
the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, and fixed income securities;
|
•
|
our reputation and the reputation of AR Global, its affiliates or entities sponsored by AR Global;
|
•
|
uncertainty and volatility in the equity and credit markets;
|
•
|
fluctuations in interest rates;
|
•
|
changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;
|
•
|
failure to meet analysts’ revenue or earnings estimates;
|
•
|
strategic actions by us or our competitors, such as acquisitions or restructurings;
|
•
|
the extent of institutional investor interest in us;
|
•
|
the extent of short-selling of our Class A common stock;
|
•
|
general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies;
|
•
|
failure to maintain our REIT status;
|
•
|
changes in tax laws;
|
•
|
domestic and international economic factors unrelated to our performance; and
|
•
|
all other risk factors addressed elsewhere the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2017.
|
|
|
Number of Shares
|
|
Weighted-Average Price per Share
|
|||
Cumulative repurchases as of December 31, 2017
(1)
|
|
3,306,864
|
|
|
$
|
23.97
|
|
Three months ended March 31, 2018
(2)
|
|
412,939
|
|
|
23.37
|
|
|
Three months ended June 30, 2018
|
|
—
|
|
|
—
|
|
|
Cumulative repurchases through the termination date
|
|
3,719,803
|
|
|
—
|
|
|
American Finance Trust, Inc.
|
|
|
|
|
|
By:
|
/s/ Edward M. Weil, Jr.
|
|
|
Edward M. Weil, Jr.
|
|
|
Chief Executive Officer and President
(Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ Katie P. Kurtz
|
|
|
Katie P. Kurtz
|
|
|
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer) |
Exhibit No.
|
|
Description
|
3.1
(1)
|
|
Articles of Amendment relating to reverse stock split, dated July 3, 2018
|
3.2
(1)
|
|
Articles of Amendment relating to par value decrease, dated July 3, 2018
|
3.3
(1)
|
|
Articles of Amendment relating to common stock name change, dated July 3, 2018
|
3.4
(1)
|
|
Articles Supplementary relating to reclassification of common stock, dated July 3, 2018
|
3.5
(2)
|
|
Amended and Restated Bylaws
|
4.1
(2)
|
|
Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P., dated as of July 19, 2018
|
4.2
*
|
|
First Amendment to Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P., dated as of November 6, 2018
|
10.1
*
|
|
First Amendment to Credit Agreement, dated as of September 24, 2018, by and among American Finance Operating Partnership, L.P., the guarantors party thereto, the lenders party thereto, and BMO Harris Bank N.A., as administrative agent
|
10.2
(2)
|
|
Listing Note Agreement, dated as of July 19, 2018, between American Finance Operating Partnership, L.P. and American Finance Special Limited Partner, LLC
|
10.3
(2)
|
|
Subordination Agreement, dated as of dated as of July 19, 2018, among American Finance Special Limited Partner, LLC, BMO Harris Bank N.A. and American Finance Operating Partnership, L.P.
|
10.4
(2)
|
|
Amendment No. 1 to the Third Amended and Restated Advisory Agreement, dated July 19, 2018, among American Finance Trust, Inc., American Finance Operating Partnership, L.P. and American Finance Advisors, LLC
|
10.5
(2)
|
|
Advisor Multi-Year Outperformance Agreement, dated as of July 19, 2018, between American Finance Operating Partnership, L.P. and American Finance Advisors, LLC
|
10.6
(2)
|
|
2018 Advisor Omnibus Incentive Compensation Plan
|
10.7
(2)
|
|
2018 Omnibus Incentive Compensation Plan
|
10.8
(2)
|
|
Form of Indemnification Agreement
|
10.10
*
|
|
Form of Restricted Share Award Agreement
|
14.1
(2)
|
|
Amended and Restated Code of Business Conduct and Ethics
|
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
|
99.1
(2)
|
|
Amended and Restated Distribution Reinvestment Plan
|
101 *
|
|
XBRL (eXtensible Business Reporting Language). The following materials from American Finance Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, 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.
|
Partner
|
Type of Interest
|
Type of Units
|
Number of
Partnership Units |
Percentage
Interest |
American Finance Trust, Inc.
405 Park Avenue
New York, New York 10022
|
General Partner Interest
|
Class A Units
|
8,888.000
|
0.008%
|
Limited Partner Interest
|
Class A Units
|
68,011,819.000
|
61.334%
|
|
American Finance Advisors, LLC
405 Park Avenue
New York, New York 10022
|
Limited Partner Interest
|
LTIP Units
|
4,496,796.000
|
4.054%
|
Genie Acquisition, LLC
405 Park Avenue
New York, New York 10022
|
Limited Partner Interest
|
Class A Units
|
38,210,198.000
|
34.448%
|
Lincoln Retail REIT Services, LLC
2000 McKinney Avenue, Suite 1000
Dallas, Texas 75201
|
Limited Partner Interest
|
Class A Units
|
172,921.192
|
0.156%
|
American Finance Special Limited Partner, LLC
405 Park Avenue
New York, New York 10022
|
Special Limited Partner Interest
|
N/A
|
N/A
|
N/A
|
TOTALS
|
|
|
110,900,622.192
|
100%
|
SECTION 1.
|
AMENDMENT TO CREDIT AGREEMENT.
|
SECTION 2.
|
REAFFIRMATION OF GUARANTIES.
|
SECTION 3.
|
CONDITIONS PRECEDENT.
|
SECTION 4.
|
REPRESENTATIONS.
|
SECTION 5.
|
MISCELLANEOUS.
|
By:
|
AMERICAN FINANCE TRUST, INC., its general partner
|
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 6th day of November, 2018
|
|
/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 6th day of November, 2018
|
|
/s/ Katie P. Kurtz
|
|
|
Katie P. Kurtz
|
|
|
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/ Katie P. Kurtz
|
|
Katie P. Kurtz
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
(Principal Financial Officer and Principal Accounting Officer)
|