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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Class A common stock began trading on the Nasdaq under the symbol “AFIN” as of July 19, 2018. Set forth below is a line graph comparing the cumulative total stockholder return on our Class A common stock, based on the market price of Class A common stock, with the FTSE National Association of Real Estate Investment Trusts Equity Index (“NAREIT”), Modern Index Strategy Indexes (“MSCI”), and the Nasdaq Index for the period commencing July 19, 2018, the date on which we listed our Class A common stock on the Nasdaq and ending December 31, 2020. The graph assumes an investment of $100 on July 19, 2018 with the reinvestment of dividends.
Holders
As of February 18, 2021, we had 108.8 million shares of Class A common stock outstanding held by a total of 7,837 stockholders of record.
Dividends
We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2013. As a REIT, we are required, among other things, to distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements.
The amount of dividends payable to our stockholders is determined by our board of directors and is dependent on a number of factors, including funds available for dividends, our financial condition, provisions in our Credit Facility or other agreements that may restrict our ability to pay dividends, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT under the Code. Our board of directors may reduce the amount of dividends paid or suspend dividend payments at any time prior to dividends being declared. Therefore, dividend payments are not assured. Any accrued and unpaid dividends payable with respect to our Series A Preferred Stock and Series C Preferred Stock continue to accrue and must be paid upon redemption of those shares. For further information on provisions in our Credit Facility that restrict the payment of dividends and other distributions, see Item 1A, “Risk Factors – We may have to reduce dividend payments or identify other financing sources to pay dividends at their current levels” and Note 5 — Credit Facility to our consolidated financial statements included in this Annual Report on Form 10-K.
Tax Characteristics of Dividends
The following table details from a tax perspective, the portion of common stock dividends classified as return of capital and ordinary dividend income for tax purposes, per share per annum, for the years ended December 31, 2020, 2019 and 2018. All dividends paid on the Series A Preferred Stock were considered 100% ordinary dividend income for tax purposes. As previously discussed, no dividends were paid on the Series C Preferred Stock for the year ended December 31, 2020, the first such dividend will be paid in 2021.
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Year Ended December 31,
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2020
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2019
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2018
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Return of capital
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90.3
|
%
|
|
$
|
0.63
|
|
|
90.2
|
%
|
|
$
|
0.99
|
|
|
93.2
|
%
|
|
$
|
1.03
|
|
Ordinary dividend income
|
|
9.7
|
%
|
|
0.07
|
|
|
9.8
|
%
|
|
0.11
|
|
|
6.8
|
%
|
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
100.0
|
%
|
|
$
|
0.70
|
|
|
100.0
|
%
|
|
$
|
1.10
|
|
|
100.0
|
%
|
|
$
|
1.10
|
|
Dividends to Common Stockholders
During the period of January 2018 through July 2018, we paid dividends on our common stock on a monthly basis at an annualized rate equal to a rate of $1.30 per annum, per share of common stock. In connection with the Listing, our board of directors changed the rate at which we pay dividends on its common stock to an annualized rate equal to $1.10 per share, or $0.0916667 per share per month effective as of July 1, 2018. In March 2020, our board of directors approved a reduction in our annualized common stock dividend to $0.85 per share, or $0.0708333 per share on a monthly basis, due to the uncertain and rapidly changing environment caused by the COVID-19 pandemic. The new common stock dividend rate became effective beginning with our April 1 dividend declaration. Historically, and through September 30, 2020, we declared common stock dividends based on monthly record dates and generally paid dividends, once declared, on or around the 15th day of each month (or, if not a business day, the next succeeding business day) to Class A common stock holders of record on the applicable record date. On August 27, 2020, our board of directors approved a change in our Class A common stock dividend policy. Subsequent dividends authorized by our board of directors on shares of our Class A common stock have been, and we anticipate will continue to be, paid on a quarterly basis in arrears on the 15th day of the first month following the end of each fiscal quarter (unless otherwise specified) to Class A common stockholders of record on the record date for such payment. This change affected the frequency of dividend payments only, and did not impact the annualized dividend rate on Class A common stock of $0.85.
Dividends to Series A Preferred Stockholders
Dividends on our Series A Preferred Stock accrue in an amount equal to $1.875 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends on the Series A Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date.
Dividends to Series C Preferred Stockholders
Dividends on our Series C Preferred Stock accrue in an amount equal to $1.844 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. Dividends on the Series C Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. The first dividend for the Series C Preferred Stock will be paid on April 15, 2021 and will represent an accrual for more than a full quarter, covering the period from December 18, 2020 to March 31, 2021.
Equity-Based Compensation
Prior to the Listing, our board of directors had adopted an employee and director restricted share plan (the “RSP”). Effective on July 19, 2018, our board of directors adopted an equity plan for the Advisor (the “Advisor Plan”) and an equity plan for individuals (the “Individual Plan” and together with the Advisor Plan, the “2018 Equity Plan”). The 2018 Equity Plan succeeded and replaced the RSP. Also, we have granted an award of LTIP Units to the Advisor pursuant to the 2018 OPP under the Advisor Plan.
The following table sets forth information regarding securities authorized for issuance under the 2018 Equity Plan and the 2018 OPP as of December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity Compensation Plans approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Equity Compensation Plans not approved by security holders
|
|
4,496,796
|
|
[1]
|
—
|
|
|
5,834,800
|
|
[2]
|
Total
|
|
4,496,796
|
|
[1]
|
—
|
|
|
5,834,800
|
|
[2]
|
__________
[1]Represents shares of Class A common stock underlying LTIP Units awarded pursuant to the 2018 OPP. These LTIP Units may be earned by the Advisor if we achieve threshold, target or maximum performance goals based on our absolute and relative total stockholder return over a performance period that commenced on July 19, 2018 and will end on the earliest of (i) July 19, 2021, (ii) the effective date of any Change of Control (as defined in the 2018 OPP) and (iii) the effective date of any termination of the Advisor’s service as our advisor. LTIP Units earned as of the last day of the performance period will also become vested as of that date. Effective as of that same date, any LTIP Units that are not earned will automatically and without notice be forfeited without the payment of any consideration by us. For additional information on the 2018 OPP, please see Note 12 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.
[2]We have the Advisor Plan and the Individual Plan which we refer to together as the 2018 Equity Plan. The Advisor Plan is substantially similar to the Individual Plan, except with respect to the eligible participants. Under the Individual Plan, we may only make awards to our directors, officers and employees (if we ever have employees), employees of the Advisor and its affiliates, employees of entities that provide services to us, directors of the Advisor or of entities that provide services to us, certain consultants to us and the Advisor and its affiliates or to entities that provide services to us. By contrast, under the Advisor Plan, we may only make awards to the Advisor. The number of shares that may be subject to awards under the 2018 Equity Plan, in the aggregate, is equal to 10.0% of our outstanding shares on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa. As of December 31, 2020, we had 108,837,209 shares of Class A common stock issued and outstanding on a fully diluted basis, and 5,048,921 shares of Class A common stock had been issued under or were subject to awards under the 2018 Equity Plan (including unearned LTIP Units). For additional information on the 2018 Equity Plan, please see Note 12 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.
Recent Sale of Unregistered Equity Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. Selected Financial Data.
The following selected financial data as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 should be read in conjunction with the accompanying consolidated financial statements and related notes thereto and “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations” below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical
|
|
|
December 31,
|
Balance sheet data (In thousands)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Total real estate investments, at cost
|
|
$
|
4,008,069
|
|
|
$
|
3,815,549
|
|
|
$
|
3,484,797
|
|
|
$
|
3,510,907
|
|
|
$
|
2,024,387
|
|
Commercial mortgage loans, held for investment, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,175
|
|
Assets held for sale
|
|
—
|
|
|
1,176
|
|
|
44,519
|
|
|
4,682
|
|
|
137,602
|
|
Total assets
|
|
3,607,967
|
|
|
3,490,188
|
|
|
3,262,547
|
|
|
3,296,650
|
|
|
2,064,459
|
|
Mortgage notes payable, net
|
|
1,490,798
|
|
|
1,310,943
|
|
|
1,196,113
|
|
|
1,303,433
|
|
|
1,032,956
|
|
Credit Facility
|
|
280,857
|
|
|
333,147
|
|
|
324,700
|
|
|
95,000
|
|
|
—
|
|
Total liabilities
|
|
1,908,368
|
|
|
1,787,958
|
|
|
1,652,812
|
|
|
1,555,594
|
|
|
1,079,593
|
|
Total stockholders’ equity
|
|
1,699,599
|
|
|
1,702,230
|
|
|
1,609,735
|
|
|
1,741,056
|
|
|
984,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical
|
|
|
Year Ended December 31,
|
Operating data (In thousands, except share and per share data)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Revenue from tenants
|
|
$
|
305,224
|
|
|
$
|
299,744
|
|
|
$
|
291,207
|
|
|
$
|
270,910
|
|
|
$
|
177,668
|
|
Operating expenses
|
|
(266,134)
|
|
|
(244,904)
|
|
|
(294,528)
|
|
|
(272,548)
|
|
|
(178,287)
|
|
Gain on sale/exchange of real estate investments
|
|
6,456
|
|
|
23,690
|
|
|
31,776
|
|
|
15,128
|
|
|
454
|
|
Operating income (loss)
|
|
45,546
|
|
|
78,530
|
|
|
28,455
|
|
|
13,490
|
|
|
(165)
|
|
Total other expenses, net
|
|
(77,452)
|
|
|
(74,367)
|
|
|
(65,926)
|
|
|
(60,067)
|
|
|
(54,090)
|
|
Net (loss) income
|
|
(31,906)
|
|
|
4,163
|
|
|
(37,471)
|
|
|
(46,577)
|
|
|
(54,255)
|
|
Net loss (income) attributable to non-controlling interests
|
|
44
|
|
|
(16)
|
|
|
62
|
|
|
83
|
|
|
—
|
|
Allocation for preferred stock
|
|
(14,788)
|
|
|
(7,248)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net loss attributable to common stockholders
|
|
$
|
(46,650)
|
|
|
$
|
(3,101)
|
|
|
$
|
(37,409)
|
|
|
$
|
(46,494)
|
|
|
$
|
(54,255)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by operating activities
|
|
$
|
92,717
|
|
|
$
|
105,570
|
|
|
$
|
95,037
|
|
|
$
|
92,464
|
|
|
$
|
73,369
|
|
Cash flows (used in) provided by investing activities
|
|
(222,956)
|
|
|
(404,826)
|
|
|
(188,215)
|
|
|
(19,159)
|
|
|
37,830
|
|
Cash flows provided by (used in) by financing activities
|
|
143,796
|
|
|
289,465
|
|
|
75,555
|
|
|
(85,156)
|
|
|
(110,481)
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
Common stock dividends declared per share [1]
|
|
$
|
0.70
|
|
|
$
|
1.10
|
|
|
$
|
1.10
|
|
|
$
|
1.47
|
|
|
$
|
1.65
|
|
Series A Preferred stock dividends declared per share
|
|
$
|
1.875
|
|
|
$
|
1.563
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net loss per common share attributable to common stockholders — Basic and Diluted
|
|
$
|
(0.43)
|
|
|
$
|
(0.03)
|
|
|
$
|
(0.35)
|
|
|
$
|
(0.47)
|
|
|
$
|
(0.83)
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
108,404,093
|
|
|
106,397,296
|
|
|
105,560,053
|
|
|
99,649,471
|
|
|
65,450,432
|
|
_______
[1] Beginning with the fourth quarter of 2020, we changed our dividend policy from a monthly to a quarterly payment. Dividends relating to the fourth quarter of 2020 on our Class A common stock totaling $23.1 million were declared and paid in January 2021. Because these dividends were not declared prior to December 31, 2020, they are not accrued in our financial statements until 2021.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements. The following information contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the forward-looking statements. Please see “Forward-Looking Statements” elsewhere in this report for a description of these risks and uncertainties.
Overview
We are an externally managed REIT focusing on acquiring and managing a diversified portfolio of primarily service-oriented and traditional retail and distribution-related commercial real estate properties located primarily in the United States. Our assets consist primarily of freestanding single-tenant properties that are net leased to “investment grade” and other creditworthy tenants and a portfolio of multi-tenant retail properties consisting primarily of power centers and lifestyle centers. We intend to focus our future acquisitions primarily on net leased, single-tenant service retail properties, defined as properties leased to tenants in the retail banking, restaurant, grocery, pharmacy, gas, convenience, fitness, and auto services sectors. As of December 31, 2020, we owned 920 properties, comprised of 19.3 million rentable square feet, which were 93.9% leased, including 887 single-tenant net leased commercial properties (849 of which are leased to retail tenants) and 33 multi-tenant retail properties. Based on annualized rental income on a straight-line basis as of December 31, 2020, the total single-tenant properties comprised 70% of our total portfolio and were 60% leased to service retail tenants, and the total multi-tenant properties comprised 30% of our total portfolio and were 50% leased to experiential retail tenants, defined as tenants in the restaurant, discount retail, entertainment, salon/beauty and grocery sectors, among others.
Substantially all of our business is conducted through the OP and its wholly owned subsidiaries. Our Advisor manages our day-to-day business with the assistance of our Property Manager. Our Advisor and Property Manager are under common control with AR Global and these related parties receive compensation and fees for providing services to us. We also reimburse these entities for certain expenses they incur in providing these services to us.
Management Update on the Impacts of the COVID-19 Pandemic
The economic uncertainty created by the COVID-19 global pandemic has created several risks and uncertainties that may impact our business, including our future results of operations and our liquidity. A pandemic, epidemic or outbreak of a contagious disease, such as the ongoing global pandemic of COVID-19 affecting states or regions in which we or our tenants operate, could have material and adverse effects on our business, financial condition, results of operations and cash flows. The ultimate impact on our results of operations, our liquidity and the ability of our tenants to continue to pay us rent will depend on numerous factors including the overall length and severity of the COVID-19 pandemic. Management is unable to predict the nature and scope of any of these factors. These factors include the following, among others:
•The negative impacts of the COVID-19 pandemic has caused and may continue to cause certain of our tenants to be unable to make rent payments to us timely, or at all. However, we have taken proactive steps with regard to rent collections to mitigate the impact on our business (see “—Management Actions” below).
•There may be a decline in the demand for tenants to lease real estate, as well as a negative impact on rental rates. As of December 31, 2020, our portfolio had a high occupancy level of 93.9%, the weighted average remaining term of our leases was 8.8 years (based on annualized straight-line rent) and only 9% of our leases expiring were in the next two years (based on annualized straight line rent).
•Capital market volatility and a tightening of credit standards could negatively impact our ability to obtain debt financing. However, despite capital market volatility, we closed on a $715 million loan in July 2020 secured by, among other things, a first mortgage on 368 single-tenant properties and used a portion of the proceeds to repay $497.0 million principal amount on a mortgage that was coming due in September 2020 and the remainder to repay outstanding amounts under our revolving unsecured corporate credit facility (our “Credit Facility”).
•The volatility in the global financial market could negatively impact our ability to raise capital through equity offerings, which as a result, could impact our decisions as to when and if we will seek additional equity funding.
•The negative impact of the pandemic on our results of operations and cash flows could impact our ability to comply with covenants in our Credit Facility and the amount available for future borrowings thereunder.
•The potential negative impact on the health of personnel of our Advisor, particularly if a significant number of the Advisor’s employees are impacted, could result in a deterioration in our ability to ensure business continuity.
For additional information on the risks and uncertainties associated with the COVID-19 pandemic, please see Item 1A. “Risk Factors — We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, such as the ongoing global COVID-19 pandemic, which has caused severe disruptions in the U.S. and global economy and financial markets and has already had adverse effects and may worsen.”
The Advisor has responded to the challenges resulting from the COVID-19 pandemic. Beginning in early March 2020, the Advisor took proactive steps to prepare for and actively mitigate the inevitable disruption COVID-19 would cause, such as enacting safety measures, both required or recommended by local and federal authorities, including remote working policies, cooperation with localized closure or curfew directives, and social distancing measures at all of our properties. Additionally, there has been no material adverse impact on our financial reporting systems or internal controls and procedures and the Advisor’s ability to perform services for us. In light of the current COVID-19 pandemic, we are supplementing the historical discussion of our results of operations for the year ended December 31, 2020 with a current update on the measures we have taken to mitigate the negative impacts of the pandemic on our business and future results of operations.
Management’s Actions
We have taken several steps to mitigate the impact of the pandemic on our business. For rent collections, we have been in direct contact with our tenants since the crisis began, cultivating open dialogue and deepening the fundamental relationships that we have carefully developed through prior transactions and historic operations. Based on this approach and the overall financial strength and creditworthiness of our tenants, we believe that we have had positive results in our cash rent collections during this pandemic. We have collected approximately 96% of the original cash rent due for the fourth quarter 2020 across our entire portfolio, including approximately 99% from our top 20 tenants (based on the total of fourth quarter cash rent due across our portfolio) and approximately 97% of the original cash rent due for January 2021 across our entire portfolio. This was an improvement from the second and third quarters and reflects the expiration of rent deferral agreements where tenants have resumed paying full rent.
During the first quarter of 2020, we collected 99% of original cash rent. We reported total portfolio original cash rent collections of 86% due for the second quarter as of October 31, 2020, which has improved to 87% of second quarter’s original cash rent collected as of February 15, 2021. We also reported single-tenant and multi-tenant second quarter cash rent collections of 95% and 67%, respectively, as of October 31, 2020, which was unchanged from 95% and improved to 69%, respectively, as of February 15, 2021. We reported total portfolio original cash rent collections of 92% due for the third quarter as of October 31, 2020, which has improved to 93% of third quarter’s original cash rent collected as of February 15, 2021. We also reported single-tenant and multi-tenant third quarter cash rent collections of 97% and 82%, respectively, as of October 31, 2020, which have improved to 98% and 83%, respectively, as of February 15, 2021.
The tables below presents cash rent collections for the fourth quarter of 2020 and January 2021 using cash receipts as of February 15, 2021 and therefore includes cash received in January for rent due in the fourth quarter of 2020. Cash received in January is not included in cash and cash equivalents on our December 31, 2020 consolidated balance sheet. As of December 31, 2020, we had collected approximately 96% of the original cash rent due for the fourth quarter 2020 across our entire portfolio. The below cash rent status may not be indicative of any future period and remains subject to changes based ongoing collection efforts and negotiation of additional agreements. Moreover, there is no assurance that we will be able to collect the cash rent that is due in future months including the deferred 2020 rent amounts due during 2021 under deferral agreements we have entered into with our tenants. The impact of the COVID-19 pandemic on our tenants and thus our ability to collect rents in future periods cannot be determined at present.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter 2020 Cash Rent Status
|
|
Single-Tenant
|
|
Multi-Tenant
|
|
Total Portfolio
|
Cash rent paid (1)
|
|
99
|
%
|
|
88
|
%
|
|
96
|
%
|
Approved agreement (2)
|
|
—
|
%
|
|
9
|
%
|
|
2
|
%
|
Agreement negotiation (3)
|
|
—
|
%
|
|
2
|
%
|
|
1
|
%
|
Other (4)
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
____________
(1) Represents total of all contractual rents on a cash basis due from tenants as stipulated in the originally executed lease agreements at inception or any lease amendments thereafter prior to an approved agreement.
(2) Includes deferral agreements as well as amendments granting the tenant a rent credit for some portion of cash rent due. The rent credit is generally coupled with an extension of the lease. We granted rent credits with respect to less than 1% of cash rent due for the fourth quarter of 2020. The terms of the lease amendments providing for rent credits differ by tenant in terms of length and amount of the credit. A deferral agreement is an executed or approved amendment to an existing lease to defer a certain portion of cash rent due. The most common arrangements represent deferral of some or all of the rent due for the fourth quarter of 2020 with such amounts to be paid in the early part of 2021.
(3) Represents active tenant discussions where no approved agreement has yet been reached. There can be no assurance that we will be able to enter into an approved agreement on favorable terms, or at all.
(4) Consists of tenants who have made a partial payment and/or tenants without active communication on a potential approved agreement. There can be no assurance that such cash rent will be collected.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2021 Cash Rent Status
|
|
Single-Tenant
|
|
Multi-Tenant
|
|
Total Portfolio
|
Cash rent paid (1)
|
|
99
|
%
|
|
92
|
%
|
|
97
|
%
|
Approved agreement (2)
|
|
—
|
%
|
|
4
|
%
|
|
1
|
%
|
Agreement negotiation (3)
|
|
—
|
%
|
|
2
|
%
|
|
1
|
%
|
Other (4)
|
|
1
|
%
|
|
2
|
%
|
|
1
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
____________
(1) We granted rent credits with respect to less than 1% of cash rent due for January 2021.
The total amount deferred under approved agreements, for deferral agreements, entered into through December 31, 2020, was $1.1 million and $7.0 million for the three and twelve months ended December 31, 2020, respectively. The total amounts of rent credits (i.e. abatements), for abatement agreements entered into through December 31, 2020, was $0.1 million and $2.7 million for the three and twelve months ended December 31, 2020, respectively. With respect to all approved agreements in 2020 that included an extension of the lease, the weighted average deferral or rent credit period was five months and $2.7 million of cash rent, in return for a weighted average extension term of 36 months and $46.5 million of future cash rent, resulting in net additional cash rent of $43.8 million to be received over the aggregate extension terms.
In addition to the proactive measures taken on rent collections, we have taken additional steps to maximize our flexibility related to our liquidity and minimize the related risk during this uncertain time. Consistent with our plans to acquire additional properties, we borrowed $150.0 million and $20 million in March and April, respectively, under our Credit Facility. In July 2020, we entered into an amendment to our Credit Facility designed to provide us with additional flexibility during the period from April 1, 2020 through March 31, 2021 (the “Adjustment Period”) to continue addressing the adverse impacts of the COVID-19 pandemic, including certain relief from financial covenants. See Note 5 — Credit Facility for further details. Concurrently with this amendment, and in connection with our refinancing of certain mortgage debt, we repaid approximately $197 million outstanding under our Credit Facility (see Note 4 — Mortgage Notes Payable, Net for additional information). Additionally, on March 30, 2020, we announced a reduction in our dividend, beginning in the second quarter of 2020, reducing the cash needed to fund dividend payments by approximately $27.2 million per year based on shares outstanding at that time. For additional information on our financing activity during the year ended 2020, see the “Liquidity and Capital Resources - Borrowings” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Significant Accounting Estimates and Critical Accounting Policies
Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our consolidated financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates and critical accounting policies include:
Impacts of the COVID-19 Pandemic
As discussed above, we have taken a proactive approach to achieve mutually agreeable solutions with our tenants impacted by the COVID-19 pandemic and in some cases, in the second, third and fourth quarters of 2020, we executed several types of lease amendments. These agreements include deferrals and abatements (i.e. rent credits) and also may include extensions to the term of the leases.
For accounting purposes, in accordance with ASC 842: Leases, normally a company would be required to assess a lease modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which does not apply to leases subsequently modified). However, in light of the COVID-19 pandemic in which many leases are being modified, the FASB and SEC have provided relief that allows companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification. In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession. For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (1) as if the changes were originally contemplated in the lease contract or (2) as if the deferred payments are variable lease payments contained in the lease contract. For all other lease changes that did not qualify for FASB relief, we would be required to apply modification accounting including assessing classification under ASC 842.
Some, but not all of our lease modifications qualify for the FASB relief. In accordance with the relief provisions, instead of treating these qualifying leases as modifications, we have elected to treat the modifications as if previously contained in the
lease and recast rents receivable prospectively (if necessary). Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would be recognized ratably over the remaining life of the lease.
For leases not qualifying for this relief, we have applied modification accounting and determined that there were no changes in the current classification of its leases impacted by negotiations with its tenants.
Revenue Recognition
Our revenues, which are derived primarily from lease contracts, which include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of December 31, 2020, these leases had an average remaining lease term of approximately 8.8 years. Because many of our leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable for, and include in revenue from tenants, unbilled rents receivable that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When we acquire a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. We defer the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of our lease agreements, tenants are required to reimburse us for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Under ASC 842, we elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For comparative purposes, we also elected to reflect prior revenue and reimbursements reported under ASC 842 also on a single line. For expenses paid directly by the tenant, under both ASC 842 and 840, we have reflected them on a net basis.
We own certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, we defer the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. For the year ended December 31, 2020, 2019 and 2018, approximately $1.1 million, $0.9 million and $0.9 million, respectively, in contingent rental income is included in revenue from tenants in the consolidated statements of operations and comprehensive loss.
We continually review receivables related to rent and unbilled rents receivable and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard adopted on January 1, 2019 (see Note 2 — Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion), we are required to assess, based on credit risk only, if it is probable that we will collect virtually all of the lease payments at lease commencement date and we must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are not permitted. If we determine that it’s probable we will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if we determine that it’s not probable that we will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants beginning on January 1, 2019, in accordance with new accounting rules, on the accompanying consolidated statements of operations and comprehensive income (loss) in the period the related costs are incurred, as applicable. In the second, third and fourth quarters of 2020, this assessment included consideration of the impacts of the COVID-19 pandemic on the ability of our tenants to pay rents in accordance with their contracts. The assessment included all of our tenants with a focus on our multi-tenant retail properties which have been more negatively impacted by the COVID-19 pandemic than our single-tenant properties.
Under ASC 842, uncollectable amounts are reflected as reductions in revenue from tenants. Under ASC 840, we recorded such amounts as bad debt expense as part of property operating expenses. As a result of the review and assessment as described above and the impacts of the COVID-19 pandemic on certain of our tenants, we recorded a reduction in revenue from tenants of $6.6 million during the year ended December 31, 2020. During the years ended December 31, 2019 and 2018, such amounts were $2.9 million (recorded as a reduction of revenue from tenants) and $2.7 million (recorded as bad debt expense in property operating expenses), respectively.
Investments in Real Estate
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, we evaluate the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the Purchase Price Allocation section below for a discussion of the initial accounting for investments in real estate.
Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on our operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the years ended December 31, 2020, 2019 or 2018. Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. We evaluate probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of December 31, 2020 we had no properties classified as held for sale and as of December 31, 2019 we had one property classified as held for sale (see Note 3 — Real Estate Investments, Net to the consolidated financial statements included in this Annual Report on Form 10-K for additional information).
As more fully discussed in Note 2 — Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements - ASU No. 2016-02 Leases to the consolidated financial statements included in this Annual Report on Form 10-K, all of our leases as lessor prior to adoption of the new leasing standard on January 1, 2019, were accounted for as operating leases and we continued to account for them as operating leases under the transition guidance. We evaluate new leases originated after the adoption date (by us or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. During the three year period ended December 31, 2020, we had no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules.
We are also the lessee under certain land leases which were previously classified prior to adoption of lease accounting and will continue to be classified as operating leases under transition elections unless subsequently modified. These leases are reflected on the balance sheet and the rent expense is reflected on a straight line basis over the lease term.
Purchase Price Allocation
In both a business combination and an asset acquisition, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis. Intangible assets may include the value of in-place leases and above- and below- market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the years ended December 31, 2020, 2019 and 2018 were asset acquisitions.
For acquired properties with leases classified as operating leases, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, we utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We also consider information obtained about each property as a result of our pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other
methods. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates, and land values per square foot.
Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases as applicable. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. We also estimate costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.
The aggregate value of intangible assets related to customer relationships, as applicable, is measured based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the tenant. Characteristics considered by us in determining these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. We did not record any intangible asset amounts related to customer relationships during the years ended December 31, 2020 and 2019.
Gain on Sale/Exchange of Real Estate Investments
Gains on sales of rental real estate will generally be recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). In accordance with ASC 845-10, Accounting for Non-Monetary Transactions, if a nonmonetary exchange has commercial substance, the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss shall be recognized on the exchange.
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, we review the property for impairment. This review is based on an estimate of the future undiscounted cash flows expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, we would recognize an impairment loss in the consolidated statement of operations and comprehensive loss to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.
Depreciation and Amortization
We are required to make subjective assessments as to the useful lives of the components of our real estate investments for purposes of determining the amount of depreciation to record on an annual basis. These assessments have a direct impact on our results from operations because if we were to shorten the expected useful lives of our real estate investments, we would depreciate these investments over fewer years, resulting in more depreciation expense and lower earnings on an annual basis.
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests (a “leasehold interest” is a right to enjoy the exclusive possession and use of an asset or property for a stated definite period as created by a written lease).
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.
The value of customer relationship intangibles, if any, is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.
Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.
Above and Below-Market Lease Amortization
Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.
Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.
Upon termination of an above or below-market lease any unamortized amounts would be recognized in the period of termination.
Equity-Based Compensation
We have a stock-based plan under which its directors, officers and other employees of the Advisor or its affiliates who are involved in providing services to us are eligible to receive awards. Awards granted thereunder are accounted for under the guidance for employee share based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such an award is included in equity-based compensation and is recognized in accordance with the service period (i.e., vesting) required or when the requirements for exercise of the award have been met.
We have granted the Advisor LTIP Units issued under the 2018 OPP. These awards are market-based awards with a related required service period. In accordance with ASC 718, the LTIP Units were valued at their grant date and that value is reflected as a charge to earnings evenly over the service period. Further, in the event of a modification, any incremental increase in the value of the instrument measured on the date of the modification both before and after the modification, will result in an incremental amount to be reflected prospectively as a charge to earnings over the remaining service period. The expense for these non-employee awards is included in the equity-based compensation line item of the consolidated statements of operations.
Recently Issued Accounting Pronouncements
See Note 2 — Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements to the consolidated financial statements in this Annual Report on Form 10-K for further discussion.
Results of Operations
Below is a discussion of our results of operations for the years ended December 31, 2020 and 2019. Please see the “Results of Operations” section located on page 45 under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019 for comparison of our results of operations for the years ended December 31, 2019 to 2018.
In addition to the comparative year over year discussion below, please see the “Overview — Management Update on the Impacts of the COVID-19 Pandemic” section above for additional information on the risks and uncertainties associated with the COVID-19 pandemic and management’s action taken to mitigate those risks and uncertainties.
Comparison of the Year Ended December 31, 2020 to 2019
We owned 593 properties for the entirety of the years ended December 31, 2020 and 2019 (our “2019-2020 Same Store”), that were 93.4% leased as of December 31, 2020. Additionally, during 2020 and 2019, we acquired 327 properties (our “Acquisitions Since January 1, 2019”) that were 98.6% leased as of December 31, 2020. During the years ended December 31, 2020 and 2019, we sold 31 properties (our “Disposals Since January 1, 2019”).
The following table summarizes our leasing activity during the year ended December 31, 2020:
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Year Ended December 31, 2020
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(In thousands)
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Number of Leases
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Rentable Square Feet
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Annualized SLR [1] prior to Lease Execution/Renewal
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Annualized SLR [1] after Lease Execution/Renewal
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Costs to execute leases
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Costs to execute leases - per square foot
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New leases [2]
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45
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654,076
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$
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—
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|
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$
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12,532
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$
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982
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$
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1.50
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Lease renewals/amendments [2]
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57
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911,895
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8,441
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9,315
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548
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0.60
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Lease terminations [3]
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28
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87,210
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2,299
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—
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—
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—
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__________
[1]Annualized rental income on a straight-line basis as of December 31, 2020. Represents the GAAP basis annualized straight-line rent that is recognized over the term on the respective leases, which includes free rent, periodic rent increases, and excludes recoveries.
[2]New leases reflect leases in which a new tenant took possession of the space during the year ended December 31, 2020, excluding new property acquisitions. Lease renewals/amendments reflect leases in which an existing tenant executed terms to extend the term or change the rental terms of the lease during the year ended December 31, 2020. This excludes leases modifications for deferrals/abatements in response to COVID-19 negotiations which qualify for FASB relief. For more information see Overview — Management Update on the Impacts of the COVID-19 Pandemic — Management’s Actions.
[3]Represents leases that were terminated prior to their contractual lease expiration dates.
Net Loss Attributable to Common Stockholders
Net loss attributable to common stockholders increased $43.6 million to $46.7 million for the year ended December 31, 2020 from $3.1 million for the year ended December 31, 2019. The change in net loss attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations and comprehensive loss in the sections that follow.
Property Results of Operations
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Same Store (1)
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Acquisitions
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Disposals
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Total
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Year Ended December 31,
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Increase (Decrease)
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Year Ended December 31,
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Increase (Decrease)
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Year Ended December 31,
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Increase (Decrease)
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Year Ended December 31,
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Increase (Decrease)
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2020
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2019
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$
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2020
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2019
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$
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2020
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2019
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$
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2020
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2019
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$
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Revenue from tenants
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$
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259,250
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$
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279,675
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$
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(20,425)
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$
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45,808
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$
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16,171
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$
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29,637
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$
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166
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$
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3,898
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$
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(3,732)
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$
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305,224
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$
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299,744
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$
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5,480
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Less: Property operating expenses
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48,895
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52,254
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(3,359)
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3,395
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384
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3,011
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6
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|
|
77
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(71)
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52,296
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52,715
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(419)
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NOI
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$
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210,355
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$
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227,421
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$
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(17,066)
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$
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42,413
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$
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15,787
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$
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26,626
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$
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160
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$
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3,821
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$
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(3,661)
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$
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252,928
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$
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247,029
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$
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5,899
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__________
[1]Includes the two properties exchanged during the year ended December 31, 2020 as we considered the substitution of new properties under the same master lease as a continuation of the same tenant relationship and therefore as part of our 2019-2020 Same Store. For additional information on real estate sales, see Note 3 — Real Estate Investments to our consolidated financial statements in this Annual Report on Form 10-K.
Net operating income (“NOI”) is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate portfolio. NOI is equal to revenue from tenants less property operating expense. NOI excludes all other financial statement amounts included in net loss attributable to stockholders. We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unlevered basis. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report for additional disclosure and a reconciliation to our net loss attributable to stockholders.
Revenue from Tenants
Revenue from tenants increased approximately $5.5 million to $305.2 million for the year ended December 31, 2020, compared to $299.7 million for the year ended December 31, 2019. This increase in revenue from tenants was due to the incremental increase from our Acquisitions Since January 1, 2019 of $29.6 million, partially offset by a decrease from our 2019-2020 Same Store properties of $20.4 million and a decrease from our Disposals Since January 1, 2019 of $3.7 million.
The decrease in our 2019-2020 Same Store revenue reflects the impact of the termination fee, net, of $7.6 million recorded in 2019 and higher bad debt expense of $3.7 million recorded during the year ended December 31, 2020, which is recorded as a reduction of revenue from tenants, partially offset by $1.9 million of below market lease intangible liability write-offs for the year ended December 31, 2020 pertaining to two multi-tenant lease terminations, which were recorded as an addition to our 2019-2020 Same Store revenue. The higher bad debt expense in the year ended December 31, 2020 was due to our assessment of receivables due from tenants which have been most significantly impacted by the COVID-19 pandemic.
The decrease in our 2019-2020 Same Store was also due to the revenue decreases arising from lease terminations of $1.1 million, a decrease in operating expense reimbursement revenue of $3.2 million and a decrease in multi-tenant revenue of $6.4 million mainly due to lower multi-tenant occupancy during the year ended December 31, 2020 as compared to last year and, to a lesser extent, abatements granted due to the COVID-19 pandemic. For additional information on our revenue recognition policy and details on the factors included in our assessment, see Note 2 — Summary of Significant Accounting Policies to the consolidated financial statements included in this Annual Report on Form 10-K.
Property Operating Expenses
Property operating expenses primarily consist of the costs associated with maintaining our properties including real estate taxes, utilities, and repairs and maintenance. Property operating expense decreased $0.4 million to $52.3 million for the year ended December 31, 2020, compared to $52.7 million for the year ended December 31, 2019. This decrease was primarily driven by decreases from our 2019-2020 Same Store properties of $3.4 million and a decrease of $0.1 million from our Disposals Since January 1, 2019, partially offset by an increase of $3.0 million from our Acquisitions Since January 1, 2019
Other Results of Operations
Asset Management Fees to Related Party
Asset management fees paid to the Advisor increased $2.1 million to $27.8 million for the year ended December 31, 2020, compared to $25.7 million for the year ended December 31, 2019, primarily due to an increase in the fixed portion of the base management fee from $22.5 million annually to $24.0 million annually, effective on February 17, 2019, as well as an increase in the variable portion of the base management fee due to our equity issuances.
The variable portion of the base management fee is calculated on a monthly basis and is equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity raised by us (including, among other things, common stock, preferred stock and certain convertible debt but excluding among other things, equity based compensation) from and after February 16, 2017. The variable portion of the base management fee will increase in connection with future issuances of equity securities.
In light of the unprecedented market disruption resulting from the COVID-19 pandemic, in March 2020, we agreed with the Advisor to amend the advisory agreement to temporarily lower the quarterly thresholds we must reach on a quarterly basis for the Advisor to receive the variable incentive management fee through the end of 2020, and in January 2021, we agreed with the Advisor to further amend the advisory agreement to extend the expiration of these thresholds through the end of 2021. There was $0.1 million in variable incentive management fees earned during the years ended December 31, 2020 and 2019. Please see Note 10 — Related Party Transactions and Arrangements to our consolidated financial statements included in this Annual Report on Form 10-K for more information on fees incurred from the Advisor.
Impairment Charges
We recorded $12.9 million of impairment charges for the year ended December 31, 2020, $11.5 million of which related to one of our multi-tenant held-for-use properties, and $1.4 million of which related to three of our single-tenant held-for-use properties one of which was under contract to be sold at a price lower than the carrying value and two of which had experienced recent performance declines. We incurred $0.8 million of impairment charges during the year ended December 31, 2019, of which $0.7 million related to an impairment charge recorded on one property when it was classified as held for use and subsequently sold in 2019, as the carrying amount of the long-lived assets associated with this property was greater than our estimate of its fair value. The remaining $0.1 million of impairment charges were recorded upon classification of properties as assets held for sale during the year ended December 31, 2019, to adjust the properties to their fair value less estimated cost of disposal. See Note 3 — Real Estate Investments to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Acquisition, Transaction and Other Costs
Acquisition, transaction and other costs decreased $3.3 million to $2.9 million for the year ended December 31, 2020, compared to $6.3 million for the year ended December 31, 2019. The decrease was due to lower prepayment charges on mortgages during the year ended December 31, 2020, as compared to the prior year. The prepayment charges on mortgages were $0.8 million and $4.5 million during the years ended December 31, 2020 and 2019, respectively. Additionally, the decrease was impacted by a decrease in litigation costs of $0.5 million, partially offset by an increase in transaction costs of $1.0 million relating to costs associated with our July 2020 Credit Facility amendment, and dead deals which occurred in 2020. For further details on litigation costs, please see Note 9 — Commitments and Contingencies to our consolidated financial statements included in this Annual Report on Form 10-K.
Equity-Based Compensation
During the years ended December 31, 2020 and 2019, we recorded non-cash equity-based compensation expense of $13.0 million and $12.7 million, respectively, relating to restricted shares granted to employees of the Advisor or its affiliates who are involved in providing services to us and the members of our board of directors and the LTIP Units granted to our Advisor pursuant to the 2018 OPP. For additional details on our restricted shares and the 2018 OPP, see Note 12 — Equity-Based Compensation to our consolidated financial statements included in this Annual Report on Form 10-K.
General and Administrative Expense
General and administrative expense decreased $0.6 million to $19.7 million for the year ended December 31, 2020, compared to $20.4 million for the year ended December 31, 2019. The decrease was due to the reduction in previously charged expenses related to 2019 bonus awards made by the Advisor to employees of the Advisor or its affiliates of $1.4 million, a $0.3 million decrease due to the overpayment of invoices in prior years for a shared service, lower transfer agent costs of $0.6 million and lower professional fees of $0.8 million. For additional details on the 2019 bonus awards and the overpayment of monies, see Note 10 — Related Party Transactions and Agreements to our consolidated financial statements included in this Annual Report on Form 10-K. These decreases were partially offset by an increase in legal expenses of $2.2 million related to negotiating and executing agreements with tenants arising from non-payment of rent (see the “Overview — Management Update on the Impacts of the COVID-19 Pandemic” section above for additional information). As tenants resume paying rent in full, we expect that legal expenses will decrease and return to previous levels.
Depreciation and Amortization Expense
Depreciation and amortization expense increased $12.7 million to $137.5 million for the year ended December 31, 2020, compared to $124.7 million for the year ended December 31, 2019. Depreciation and amortization expense was impacted by an increase of $11.8 million resulting from our Acquisitions Since January 1, 2019 and $2.7 million from our 2019-2020 Same Store properties, partially offset by a decrease of $1.7 million from our Disposals Since January 1, 2019. The increase in our 2019-2020 Same Store depreciation was primarily due to the write-off of tenant improvements at one of our properties. During the second quarter of 2020, a tenant in the health club business declared bankruptcy and vacated its space. We were in the process of funding improvements that were being made to the space for the tenant. In addition, improvements being made by the tenant were not paid for and we accrued approximately $2.3 million to pay liens on the property by the tenant’s contractors. We determined that certain of the improvements no longer had any value in connection with any foreseeable replacement tenant and wrote off approximately $3.1 million which is recorded in depreciation and amortization expense in the consolidated statement of operations.
Goodwill Impairment
During the year ended December 31, 2019, we fully impaired the $1.6 million of goodwill recorded in connection with the completion of our merger with American Realty Capital–Retail Centers of America, Inc. (the “Merger”), as a result of fluctuations in the market price of our Class A common stock. This goodwill impairment charge recorded was based on the assessment of relevant metrics which included estimated carrying and fair market value of our real estate and market-based factors. During the year ended December 31, 2020 we had no goodwill impairments.
Gain on Sale/Exchange of Real Estate Investments
During the year ended December 31, 2020, we sold six properties for an aggregate contract price of $13.3 million, resulting in aggregate gains on sale of $4.3 million. In addition, we recorded a $2.2 million gain related to a non-monetary exchange of two properties then owned by us for two different properties not then owned by us pursuant to a tenant’s exercise of its right to substitute properties under its lease, resulting in a total gain on sale of $6.5 million recorded in our consolidated statements of operations and comprehensive loss income. For additional information on real estate sales, see Note 3 — Real Estate Investments to our consolidated financial statements included in this Annual Report on Form 10-K.
During the year ended December 31, 2019, we sold 25 properties which resulted in gains on sale. These properties sold for an aggregate contract price of $131.7 million, resulting in aggregate gains on sale of $23.7 million.
Interest Expense
Interest expense increased $0.5 million to $78.5 million for the year ended December 31, 2020, compared to $78.0 million for the year ended December 31, 2019. This increase was primarily due to higher average outstanding balances on our mortgage notes payable and Credit Facility, partially offset by lower interest rates and lower costs incurred during 2020 related to debt repayments and refinancings.
During the year ended December 31, 2020 and 2019, the average outstanding balances on our mortgage notes payable were $1.4 billion and $1.3 billion, respectively, and our average outstanding balance under our Credit Facility was $376.0 million and $324.1 million, respectively. For the year ended December 31, 2020 and 2019, the weighted-average interest rates on our
mortgage notes payable were 4.28% and 4.58%, with the decline reflecting in part, our refinancing activity during the third quarter of 2020, and the weighted-average interest rates on our Credit Facility were 2.86% and 4.31%, respectively.
Costs related to debt repayments and refinancings decreased $0.9 million, net, in 2020 as a result of the non-recurrence of a $1.5 million of swap termination cost recorded in 2019, partially offset by higher deferred financing amortization of $0.6 million for the year ended December 31, 2020, as compared to last year.
Other Income
Other income was $1.0 million for the year ended December 31, 2020, primarily comprised of the receipt of approximately $0.8 million of funds disbursed to us for permitting the early release of a pre-acquisition tenant improvement escrow account, which had not been previously funded by us, in connection with the release of a mortgage loan encumbering a property as part of refinancing the mortgage loan in September 2020 (see Note 4 — Mortgage Notes Payable to our consolidated financial statements included in this Annual Report on Form 10-K). Additionally, $0.1 million relates to interest income on our bank deposits, and $0.1 million relates to other miscellaneous income, including $9,000 of insurance reimbursements related to the Merger.
Other income was $3.6 million for the year ended December 31, 2019, primarily comprised of $2.3 million of insurance reimbursements related to costs incurred from the Merger. Additionally, $1.2 million relates to property insurance claims and $0.1 million relates to other miscellaneous income.
Loss on Non-Designated Derivative
Loss on non-designated derivative instruments of $9,000 for the year ended December 31, 2020 related to an interest rate cap on a mortgage note payable entered into in the fourth quarter of 2020 that is designed to protect us from adverse interest rate changes. For additional information , see Note 4 — Mortgage Notes Payable and Note 7 — Derivatives and Hedging Activities to our consolidated financial statements included in this Annual Report on Form 10-K
Cash Flows from Operating Activities
The level of cash flows provided by or used in operating activities is affected by the rental income generated from leasing activity, including leasing activity due to acquisitions and dispositions, restricted cash we are required to maintain, the timing of interest payments, the receipt of scheduled rent payments and the level of property operating expenses.
Cash flows provided by operating activities of $92.7 million during the year ended December 31, 2020 and consisted of a net loss of $31.9 million, adjusted for non-cash items of $157.7 million, including depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs, amortization of mortgage premiums on borrowings, equity-based compensation, gain on sale of real estate investments and impairment charges. In addition, cash flows from operating activities was impacted by an increase in straight-line rent receivable of $19.8 million which primarily related to COVID-19 related lease amendments and acquisitions, an increase in prepaid expenses and other assets of $9.1 million, a decrease in accounts payable and accrued expenses of $3.8 million and a decrease in deferred rent and other liabilities of $0.6 million.
Cash flows provided by operating activities of $105.6 million during the year ended December 31, 2019 included net income of $4.2 million, adjusted for non-cash items of $117.1 million, including depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs, amortization of mortgage premiums on borrowings, equity-based compensation, gain on sale of real estate investments and impairment charges. In addition, cash provided by operating activities was impacted by an increase in straight-line rent receivable of $9.5 million, the increase in prepaid expenses and other assets of $3.2 million, a decrease in accounts payable and accrued expenses of $1.5 million and a decrease in deferred rent and other liabilities of $2.7 million.
Cash Flows from Investing Activities
The net cash used in investing activities during the year ended December 31, 2020 of $223.0 million consisted primarily of cash paid for investments in real estate and other assets of $220.4 million and capital expenditures of $9.2 million, partially offset by cash received from the sale of real estate investments (net of mortgage loans repaid) of $6.7 million and deposits for real estate acquisitions of $0.1 million.
The net cash used in investing activities during the year ended December 31, 2019 of $404.8 million consisted primarily of cash paid for investments in real estate and other assets of $428.9 million, capital expenditures of $13.7 million, partially offset by deposits for real estate investments of $3.0 million and cash received from the sale of real estate investments (net of mortgage loans repaid) of $34.8 million.
Cash Flows from Financing Activities
The net cash provided by financing activities of $143.8 million during the year ended December 31, 2020 consisted primarily of net proceeds from mortgage refinancings of $210.8 million, net proceeds received from the issuance of Series A Preferred Stock of $22.5 million and net proceeds received from the issuance of Series C Preferred Stock of $85.4 million, partially offset by net repayments on our Credit Facility of $52.3 million, cash dividends paid to holders of Class A common stock of $76.0 million, cash dividends paid to holders of Series A Preferred Stock of $14.2 million and payments of financing costs of $30.9 million.
The net cash provided by financing activities of $289.5 million during the year ended December 31, 2019 consisted primarily of net proceeds from mortgage notes payable of $217.8 million, net proceeds received from the issuance of Series A Preferred Stock of $169.0 million, net proceeds received from the issuance of Class A common stock of $31.6 million, net draw downs on our Credit Facility of $8.4 million, partially offset by cash dividends paid to holders of Class A common stock of $117.1 million, cash dividends paid to holders of Series A Preferred Stock of $3.9 million, payments of financing costs of $10.8 million and prepayment charges on mortgages of $4.5 million.
Liquidity and Capital Resources
The negative impacts of the COVID-19 pandemic has caused and may continue to cause certain of our tenants to be unable to make rent payments to us timely, or at all, which has had, and could continue to have, an adverse effect on the amount of cash we receive from our operations. We have taken proactive steps with regard to rent collections to mitigate the impact on our business and liquidity. The ultimate impact on our results of operations, our liquidity and the ability of our tenants to continue to pay us rent will depend on numerous factors including the overall length and severity of the COVID-19 pandemic. Management is unable to predict the nature and scope of any of these factors. Because substantially all of our income is derived from rentals of commercial real property, our business, income, cash flow, results of operations, financial condition, liquidity, prospects and ability to service our debt obligations, our ability to consummate future property acquisitions and our ability to pay dividends and other distributions to our stockholders would be adversely affected if a significant number of tenants are unable to meet their obligations to us. In addition to the discussion below, please see the “Overview — Management Update on the Impacts of the COVID-19 Pandemic” section above for additional information on the risks and uncertainties associated with the COVID-19 pandemic and management’s actions taken in response.
We expect to fund our future short-term operating liquidity requirements through a combination of cash on hand, net cash provided by our property operations and proceeds from our Credit Facility. Following the amendment to our Credit Facility in July 2020, we are restricted from using proceeds from borrowings under the Credit Facility to accumulate or maintain cash or cash equivalents in excess of amounts necessary to meet current working capital requirements, which may limit our ability to use proceeds from the Credit Facility for these purposes. We may also generate additional liquidity through property dispositions and, to the extent available, secured or unsecured borrowings, our “at the market” equity offering program for Class A common stock (the “Class A Common Stock ATM Program”), our “at the market” equity offering program for Series A Preferred Stock (the “Series A Preferred Stock ATM Program”), our “at the market” equity offering program for Series C Preferred Stock (the “Series C Preferred Stock ATM Program”), or other offerings of debt or equity securities. The volatility in the global financial market could negatively impact our ability to raise capital through equity offerings, which as a result, could impact out decisions as to when and if we will seek additional equity funding.
As of December 31, 2020 and 2019, we had cash and cash equivalents of $102.9 million and $81.9 million, respectively and availability for future borrowings under our Credit Facility of $126.0 million and $150.9 million, respectively.
During the Adjustment Period, our Credit Facility requires us to maintain a combination of cash, cash equivalents and amounts available for future borrowings under our Credit Facility of not less than $100.0 million, which could limit our ability to incur additional indebtedness and use cash that would otherwise be available to us. We are also restricted during the Adjustment Period from using proceeds from borrowings under the Credit Facility to accumulate or maintain cash or cash equivalents in excess of amounts necessary to meet current working capital requirements, as determined in good faith by us. Our principal demands for funds are for payment of our operating and administrative expenses, property acquisitions, capital expenditures, debt service obligations and cash dividends to our common and preferred stockholders.
Mortgage Notes Payable and Credit Facility
As of December 31, 2020, we had $1.5 billion of gross mortgage notes payable outstanding and $280.9 million outstanding under our Credit Facility, for total gross debt of $1.8 billion. Of our total gross debt, 82.6% is fixed-rate (including by swap agreement), and 17.4% is variable-rate. As of December 31, 2020, our net debt to gross asset value ratio was 40.2%. We define net debt as the principal amount of our outstanding debt (excluding the effect of deferred financing costs, net and mortgage premiums and discounts, net) less cash and cash equivalents. Gross asset value is defined as total assets plus accumulated depreciation and amortization. As of December 31, 2020, the weighted-average interest rates on the mortgage notes payable and Credit Facility were 4.0% and 2.8%, respectively.
As of December 31, 2020, we had $4.0 billion in real estate investments, at cost and we had pledged approximately $2.8 billion of these real estate investments, at cost, as collateral for our mortgage notes payable. In addition, approximately $1.1 billion of these real estate investments, at cost, were included in the unencumbered asset pool comprising the borrowing base under the Credit Facility. Therefore, this real estate is only available to serve as collateral or satisfy other debts and obligations if it is first removed from the borrowing base under the Credit Facility, which would reduce the amount available to us on the Credit Facility.
Mortgage Notes Payable - 2020 Activity
On December 1, 2020, we refinanced the mortgage loan with Column Financial secured by our Patton Creek multi-tenant property in Alabama. In connection with the refinancing, we paid $7.3 million in cash on hand to reduce the principal balance outstanding to $34.0 million and paid closing fees of $2.8 million. The loan bears interest at a floating interest rate of one-month LIBOR plus 4.25%. The loan is interest-only with the principal due at maturity on December 6, 2021. Beginning on this initial maturity date, the floating interest rate will increase to one-month LIBOR plus 5.25% if we exercise our option to extend the loan past its initial maturity to December 6, 2022. In conjunction with this refinancing, we entered into an interest cap agreement for a notional amount of $34.0 million (see Note 7 — Derivatives and Hedging Activities to our consolidated financial statements included in this Annual Report on Form 10-K for more information).
On September 4, 2020, we borrowed $125.0 million from a syndicate of regional banks led by BOK Financial. The loan is secured by three of our single-tenant buildings located in Bridgewater, New Jersey that serve as the U.S. headquarters for Sanofi US Services Inc. At closing, all net proceeds from the loan and approximately $2.6 million in cash on hand were used to repay the previously outstanding mortgage indebtedness encumbering the property. The loan bears interest at a floating interest rate of one-month LIBOR plus 2.9%, with the effective interest rate fixed at 3.27% by swap agreement. The loan is interest-only with the principal due at maturity on September 4, 2025. We may prepay the loan in whole or in part at any time.
On July 24, 2020, we entered into a new $715.0 million mortgage loan which is secured by, among other things, a first mortgage on 368 single-tenant properties located in 41 states and the District of Columbia and totaling approximately 7.1 million square feet. The loan bears interest at a fixed rate of 3.743% and matures on August 6, 2025. The loan requires payments of interest only, with the principal balance due on the maturity date. At closing, of the approximately $697.1 million of net proceeds from the loan after fees and expenses, $696.2 million was used to repay $499.0 million for a mortgage loan originally scheduled to mature in September 2020, bearing an interest rate of 4.36% per annum, and the remainder was used to repay outstanding amounts under our Credit Facility. Of the 368 single-tenant properties secured by the new loan, 223 properties were previously collateral for the mortgage loan that was originally scheduled to mature in September 2020, and all but one of the remaining properties were part of the borrowing base under our Credit Facility.
Credit Facility — Terms and Capacity
As of December 31, 2020 and 2019, we had $280.9 million and $333.1 million, respectively, outstanding under our Credit Facility. Our Credit Facility provides for commitments for aggregate revolving loan borrowings and includes an uncommitted “accordion feature” whereby, upon the request of the OP, but at the sole discretion of the participating lenders, the commitments under the Credit Facility may be increased by up to an additional $500.0 million, subject to obtaining commitments from new lenders or additional commitments from participating lenders and certain customary conditions. As of December 31, 2020, we had increased our commitments through this accordion feature by $125.0 million, bringing total aggregate commitments to $540.0 million and leaving $375.0 million of potential increase remaining.
The amount available for future borrowings under the Credit Facility is based on the lesser of (1) a percentage of the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, and (2) a maximum amount permitted to maintain a minimum debt service coverage ratio with respect to the borrowing base, in each case, as of the determination date. During the Adjustment Period, (a) the value of all eligible unencumbered real estate assets comprising the borrowing base purchased through June 30, 2020 will generally be decreased by 10%, and (b) the minimum unsecured interest coverage ratio required to be maintained by the eligible unencumbered real estate assets comprising the borrowing base was decreased during the fiscal quarter ended June 30, 2020 and will be increased during the other fiscal quarters of the Adjustment Period. As of December 31, 2020, we had a total borrowing capacity under the Credit Facility of $406.9 million based on the value of the borrowing base under the Credit Facility. Of this amount, $280.9 million was outstanding under the Credit Facility as of December 31, 2020 and $126.0 million remained available for future borrowings. During the three months ended December 31, 2020, we repaid $25 million outstanding under the Credit Facility, which was funded with cash on hand.
Our Credit Facility requires payments of interest only and matures on April 26, 2022. We also have a one-time right, subject to customary conditions, to extend the maturity date for an additional term of one year to April 26, 2023. Borrowings under the Credit Facility bear interest at either (i) the Base Rate (as defined in the Credit Facility) plus an applicable spread ranging from 0.60% to 1.20%, depending on our consolidated leverage ratio, or (ii) LIBOR plus an applicable spread ranging from 1.60% to 2.20%, depending on our consolidated leverage ratio. From July 24, 2020 until delivery of the compliance certificate for the fiscal quarter ending June 30, 2021, the margin will be 1.50% with respect to the Base Rate and 2.50% with respect to LIBOR regardless of our consolidated leverage ratio. The “floor” on LIBOR is 0.25%. As of December 31, 2020 we have elected to use the LIBOR rate for all our borrowings under the Credit Facility.
LIBOR Exposure
In July 2017, the Financial Conduct Authority (which regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. On November 30, 2020, the Financial Conduct Authority announced a partial extension of this deadline, indicating its intention to cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023.
While we expect LIBOR to be available in substantially its current form until at least the end of 2021, it is possible that LIBOR will become unavailable prior to that time. To transition from LIBOR under the Credit Facility, we will either utilize the Base Rate (as defined in the Credit Facility) or an alternative benchmark established by the agent in accordance with the terms of the Credit Facility, which will be SOFR if available or an alternate benchmark that is being widely used in the market at that time as selected by the agent. Please see the “Increasing interest rates could increase the amount of our debt payments and adversely affect our ability to pay dividends, and we may be adversely affected by uncertainty surrounding the LIBOR” section in Item 1A. Risk Factors for additional information.
Acquisitions and Dispositions — Year Ended December 31, 2020
One of our primary uses of cash during the year ended December 31, 2020 has been to acquire properties.
During the year ended December 31, 2020, we acquired 107 properties for an aggregate purchase price of $220.4 million, including capitalized acquisition costs. The acquisitions of 35 of these properties for $62.4 million, including capitalized acquisition costs, were completed during the three months ended December 31, 2020. The acquisitions during the year ended December 31, 2020 were funded through a combination of draws on the Credit Facility, proceeds from our Series A Preferred Stock ATM Program, the underwritten offering of our Series C Preferred Stock (discussed below) and proceeds from dispositions of properties (discussed below).
During the year ended December 31, 2020, we sold six properties, for an aggregate contract price of $13.3 million, excluding disposition related costs. We did not dispose of any properties during the three months ended December 31, 2020. In connection with sales made during the year ended December 31, 2020, we repaid approximately $5.6 million of mortgage debt and after all disposition related costs, net proceeds from these dispositions, classified as investing cash flows, were $6.7 million.
Acquisitions and Dispositions — Subsequent to December 31, 2020
Subsequent to December 31, 2020, we did not purchased any properties. We also have entered into two definitive purchase and sale agreements (“PSAs”) to acquire three additional properties for an aggregate contract purchase price of approximately $4.3 million and a non-binding letter of intent (“LOI”) to acquire an additional five properties for approximately $34.4 million. The PSAs are subject to conditions, and the LOI is non-binding. There can be no assurance we will complete any of these acquisitions on their contemplated terms, or at all. To fund the consideration required to complete these acquisitions, we anticipate using proceeds from future dispositions of properties, proceeds from borrowings (including borrowings under our Credit Facility), remaining net proceeds from the underwritten offering of our Series C Preferred Stock (discussed below) and net proceeds received from our Class A Common Stock ATM Program, Series A Preferred Stock ATM Program, and Series C Preferred Stock ATM Program. During the Adjustment Period, (i) all properties acquired with proceeds from the borrowings under the Credit Facility must be added to the borrowing base, and (ii) we are prohibited from acquiring any multi-tenant properties and from making certain other investments.
With respect to our pending acquisitions, in light of the disruptions caused by the COVID-19 pandemic, we are taking a prudent stance with our acquisition pipeline and are carefully determining appropriate risk adjustment capitalization rate targets for potential new acquisitions going forward.
Subsequent to December 31, 2020, we sold two properties, with an aggregate contract sale price of $0.6 million.
Preferred Stock Underwritten Offering
On December 18, 2020, we completed the initial issuance and sale of 3,535,700 shares of Series C Preferred Stock (including 335,700 shares from the underwriters' exercise of their overallotment option to purchase additional shares) in an underwritten public offering at a public offering price equal to the liquidation preference of $25.00 per share. The offering generated gross proceeds of $88.4 million and net proceeds of $85.2 million after deducting the underwriting discount of $2.8 million and offering costs of $0.4 million paid by us. Subsequent to the offering, we used $35 million of the net proceeds to fund acquisitions with the remainder still available for future uses, which may include additional acquisitions.
ATM Programs
In May 2019, we established an “at the market” equity offering program for Class A common stock (the “Class A Common Stock ATM Program”), pursuant to which we may from time to time, offer, issue and sell to the public up to $200.0 million in shares of Class A common stock, through sales agents. We intend to use any net proceeds from these offerings for general corporate purposes, including funding property acquisitions, repaying outstanding indebtedness (including borrowings under our Credit Facility), and for working capital. We did not sell any shares under the Class A Common Stock ATM Program during the year ended December 31, 2020.
In May 2019, we established an “at the market” equity offering program for Series A Preferred Stock (the “Series A Preferred Stock ATM Program”) pursuant to which we may, from time to time, offer, issue and sell to the public up to $100.0 million in shares of Series A Preferred Stock through sales agents. In January 2021, the aggregate amount that may be sold was increased to $200.0 million. During the year ended December 31, 2020, we sold 924,778 shares of Series A Preferred Stock through the Series A Preferred Stock ATM Program for gross proceeds of $23.3 million and net proceeds of $22.4 million, after commissions and fees paid of $0.9 million. During the three months ended December 31, 2020, we sold 122,319 shares of Series A Preferred Stock through the Series A Preferred Stock ATM Program for gross proceeds of $3.0 million and net proceeds of $2.9 million after commissions and fees paid of $0.1 million.
In January, 2021 we established an “at the market” equity offering program for Series C Preferred Stock (the “Series C Preferred Stock ATM Program”) pursuant to which we may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series C Preferred Stock having an aggregate offering price of up to $200.0 million.
Distribution Reinvestment Program
Our distribution reinvestment plan (“DRIP”) allows stockholders who have elected to participate in the DRIP to have dividends payable with respect to all or a portion of their shares of Class A common stock reinvested in additional shares of Class A common stock. Shares issued pursuant to the DRIP are, at our election, either (i) acquired directly from us, by issuing new shares, at a price based on the average of the high and low sales prices of Class A common stock on Nasdaq on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with all participants’ reinvested dividends for the related quarter, less a per share processing fee. During the years ended December 31, 2020, 2019 and 2018, all shares acquired by participants pursuant to the Post-Listing DRIP were acquired through open market purchases by the plan administrator and not issued directly to stockholders by us.
Capital Expenditures and Construction in Progress
We invest in capital expenditures to enhance and maintain the value of our properties. The recent economic uncertainty created by the COVID-19 global pandemic could impact our decisions on the amount and timing of future capital expenditures. We define revenue enhancing capital expenditures as improvements to our properties that we believe will result in higher income generation over time. Capital expenditures for maintenance are generally necessary, non-revenue generating improvements that extend the useful life of the property and are less frequent in nature. By providing this metric, we believe we are presenting useful information for investors that can help them assess the components of our capital expenditures that are expected to either grow or maintain our current revenue. Further detail related to our capital expenditures is as follows:
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|
|
|
|
|
|
|
|
(In thousands)
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|
Year Ended December 31, 2020
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Capital Expenditures
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|
|
Revenue enhancing
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|
$
|
7,254
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|
Prairie Towne Tenant Improvements (1)
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|
3,111
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Maintenance
|
|
389
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Total Capital Expenditures
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|
10,754
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|
Leasing commissions
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|
1,594
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Total
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$
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12,348
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_____
(1) During the second quarter of 2020, a tenant in the health club business declared bankruptcy and vacated its space while in the process of improving the space. As a result, we wrote off this amount, representing $0.8 million already reimbursed to the tenant for these improvements, and $2.3 million in accruals to pay liens on the property by the tenant’s contractors for improvements being made by the tenant that were not paid for. For more information see Tenant Improvements Write-Off in Note 3 — Real Estate Investments to our consolidated financial statements included in this Annual Report on Form 10-K.
Also, as of December 31, 2020 and December 31, 2019, we had $0.0 million and $3.1 million, respectively, of construction in progress which is included in the prepaid expenses and other assets on the consolidated balance sheets.
Non-GAAP Financial Measures
This section discusses the non-GAAP financial measures we use to evaluate our performance, including Funds from Operations (“FFO”), Adjusted Funds from Operations (“AFFO”) and NOI. While NOI is a property-level measure, AFFO is based on our total performance and therefore reflects the impact of other items not specifically associated with NOI such as interest expense, general and administrative expenses and operating fees to related parties. Additionally, NOI as defined herein, does not reflect an adjustment for straight-line rent but AFFO does. A description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income (loss), is provided below. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of the non-controlling interest to arrive at FFO, AFFO and NOI attributable to stockholders.
Funds from Operations and Adjusted Funds from Operations
Funds from Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a performance measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. FFO is not equivalent to net income or loss as determined under GAAP.
We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper and approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gains and losses from sales of certain real estate assets, gain and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for consolidated partially-owned entities (including our OP) and equity in earnings of unconsolidated affiliates are made to arrive at our proportionate share of FFO attributable to our stockholders. Our FFO calculation complies with NAREIT’s definition.
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.
Adjusted Funds from Operations
In calculating AFFO, we start with FFO, then we exclude certain income or expense items from AFFO that we consider to be more reflective of investing activities, such as non-cash income and expense items and the income and expense effects of other activities that are not a fundamental attribute of our day to day operating business plan, such as amounts related to litigation arising out of the Merger. These amounts include legal costs incurred as a result of the litigation, portions of which have been and may in the future be reimbursed under insurance policies maintained by us. Insurance reimbursements are deducted from AFFO in the period of reimbursement. We believe that excluding the litigation costs and subsequent insurance reimbursements related to litigation arising out of the Merger helps to provide a better understanding of the operating performance of our business. Other income and expense items also include early extinguishment of debt and unrealized gains and losses, which may not ultimately be realized, such as gains or losses on derivative instruments and gains and losses on investments. In addition, by excluding non-cash income and expense items such as amortization of above-market and below-market leases intangibles, amortization of deferred financing costs, straight-line rent, and share-based compensation related to restricted shares and the 2018 OPP from AFFO, we believe we provide useful information regarding those income and expense items which have a direct impact on our ongoing operating performance.
In calculating AFFO, we exclude certain expenses which under GAAP are characterized as operating expenses in determining operating net income (loss). All paid and accrued merger, acquisition and transaction related fees and certain other expenses negatively impact our operating performance during the period in which expenses are incurred or properties are acquired will also have negative effects on returns to investors, but are not reflective of our on-going performance. In addition, legal fees and expense associated with COVID-19-related lease disputes involving certain tenants negatively impact our operating performance but are not reflective of our on-going performance. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income (loss). In addition, as discussed above, we view gains and losses from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management’s analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used to better assess the sustainability of our ongoing operating performance without the impact of transactions or other items that are not related to the ongoing performance of our portfolio of properties. AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. AFFO should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to pay dividends.
Accounting Treatment of Rent Deferrals/Abatements
The majority of the concessions granted to our tenants as a result of the COVID-19 pandemic are rent deferrals or temporary rent abatements with the original lease term unchanged and collection of deferred rent deemed probable (see the “Overview - Management Update on the Impacts of the COVID-19 Pandemic” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information). As a result of relief granted by the FASB and SEC related to lease modification accounting, rental revenue used to calculate Net Income and NAREIT FFO has not been, and we do not expect it to be, significantly impacted by these types of deferrals. In addition, since we currently believe that these deferral amounts are collectable, we have excluded from the increase in straight-line rent for AFFO purposes the amounts recognized under GAAP relating to these types of rent deferrals. Conversely, for abatements where contractual rent has been reduced, the reduction is reflected over the remaining lease term for accounting purposes but represents a permanent reduction and we have, accordingly, reduced our AFFO. For a detailed discussion of our revenue recognition policy, including details related to the relief granted by the FASB and SEC, see Note 2 — Significant Accounting Polices to our consolidated financial statements included in the Annual Report on Form 10-K.
The table below reflects the items deducted from or added to net loss in our calculation of FFO and AFFO for the periods presented:
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Year Ended December 31,
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(In thousands)
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|
2020
|
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2019
|
|
2018
|
Net loss attributable to common stockholders (in accordance with GAAP)
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|
$
|
(46,650)
|
|
|
$
|
(3,101)
|
|
|
$
|
(37,409)
|
|
Impairment of real estate investments
|
|
12,910
|
|
|
827
|
|
|
21,080
|
|
Depreciation and amortization
|
|
137,459
|
|
|
124,713
|
|
|
139,907
|
|
Gain on sale/exchange of real estate investments
|
|
(6,456)
|
|
|
(23,690)
|
|
|
(31,776)
|
|
Proportionate share of adjustments for non-controlling interests to arrive at FFO
|
|
(228)
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|
|
(165)
|
|
|
(228)
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|
FFO attributable to stockholders [1]
|
|
97,035
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|
|
98,584
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|
|
91,574
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Acquisition, transaction and other costs [2]
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|
2,921
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|
|
6,257
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|
|
7,557
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|
Litigation cost reimbursements related to the Merger [3]
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|
(9)
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|
|
(2,264)
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|
|
—
|
|
Legal fees and expenses — COVID-19 lease disputes [4]
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|
269
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|
|
—
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|
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—
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|
Listing fees
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|
—
|
|
|
—
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|
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4,988
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Vesting and conversion of Class B Units
|
|
—
|
|
|
—
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|
|
15,786
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Accretion of market lease and other intangibles, net
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(6,149)
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|
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(7,372)
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|
|
(15,498)
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Straight-line rent
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(19,510)
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|
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(8,325)
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|
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(9,501)
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Straight-line rent (rent deferral agreements) [5]
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|
4,649
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|
|
—
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|
|
—
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Amortization of mortgage premiums and discounts on borrowings
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(2,126)
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|
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(3,816)
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|
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(3,790)
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Loss on non-designated derivatives
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|
9
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|
|
—
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|
|
—
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Mark-to-market adjustments
|
|
—
|
|
|
—
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|
|
(72)
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|
Equity-based compensation
|
|
13,036
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|
|
12,717
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|
|
5,266
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|
Amortization of deferred financing costs, net and change in accrued interest
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|
7,846
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|
|
7,510
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|
|
6,740
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Goodwill impairment [6]
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—
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1,605
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—
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Proportionate share of adjustments for non-controlling interests to arrive at AFFO
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(2)
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(8)
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|
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(19)
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AFFO attributable to common stockholders [1]
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$
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97,969
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|
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$
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104,888
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|
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$
|
103,031
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__________
[1]FFO and AFFO for the year ended December 31, 2019 includes income from a lease termination fee of $7.6 million, which is recorded in Revenue from tenants in the consolidated statements of operations. While such termination payments occur infrequently, they represent cash income for accounting and tax purposes and as such management believes they should be included in both FFO and AFFO, consistent with what we believe to be general industry practice.
[2]Includes primarily prepayment costs incurred in connection with early debt extinguishment as well as litigation costs related to the Merger. Litigation costs related to the Merger were previously presented in a separate line within the table above.
[3]Included in “Other income” in our consolidated statement of operations and comprehensive loss.
[4]Reflects legal costs incurred during the year ended December 31, 2020 related to disputes with tenants due to store closures or other challenges resulting from COVID-19. The tenants involved in these disputes had not recently defaulted on their rent and, prior to the second and third quarters of 2020, had recently exhibited a pattern of regular payment. Based on the tenants involved in these matters, their history of rent payments, and the impact of the pandemic on current economic conditions, we view these costs as COVID-19-related and separable from our ordinary general and administrative expenses related to tenant defaults. We engaged counsel in connection with these issues separate and distinct from counsel we typically engage for tenant defaults. The amount reflects what the we believe to be only those incremental legal costs above what we typically incur for tenant-related dispute issues. We may continue to incur these COVID-19 related legal costs in the future.
[5]Represents the amount of deferred rent pursuant to lease negotiations which qualify for FASB relief for which rent was deferred but not reduced. These amounts are included in the straight-line rent receivable on our consolidated balance sheet but are considered to be earned revenue attributed to the current period for purposes of AFFO as they are expected to be collected. For rent abatements (including those qualified for FASB relief), where contractual rent has been reduced, the reduction is reflected over the remaining lease term for accounting purposes but represents a permanent reduction and we have, accordingly reduced our AFFO.
[6]This is a non-cash item and is added back as it is not considered a part of operating performance.
Net Operating Income
NOI is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate. NOI is equal to total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net income (loss).
We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unleveraged basis. We use NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss).
NOI excludes certain items included in calculating net income (loss) in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to pay dividends.
The following table reflects the items deducted from or added to net loss attributable to stockholders in our calculation of NOI for the year ended December 31, 2020:
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|
|
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|
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|
|
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|
|
|
|
|
|
|
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|
(In thousands)
|
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Same Store
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|
Acquisitions
|
|
Disposals
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Non-Property Specific
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Total
|
Net loss attributable to common stockholders (in accordance with GAAP)
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|
$
|
11,908
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|
|
$
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24,254
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|
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$
|
4,410
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|
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$
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(87,222)
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|
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$
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(46,650)
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Asset management fees to related party
|
|
—
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|
|
—
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|
|
—
|
|
|
27,829
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|
|
27,829
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|
Impairment of real estate investments
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|
12,621
|
|
|
289
|
|
|
—
|
|
|
—
|
|
|
12,910
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|
Acquisition and transaction related
|
|
1,093
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|
|
4
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|
|
—
|
|
|
1,824
|
|
|
2,921
|
|
Equity-based compensation
|
|
—
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|
|
—
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|
|
—
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|
|
13,036
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|
|
13,036
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General and administrative
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|
1,293
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|
|
85
|
|
|
5
|
|
|
18,300
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|
|
19,683
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|
Depreciation and amortization
|
|
119,656
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|
|
17,781
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|
|
22
|
|
|
—
|
|
|
137,459
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|
|
|
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|
|
|
|
|
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|
|
Interest expense
|
|
66,061
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|
|
—
|
|
|
—
|
|
|
12,406
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|
|
78,467
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|
Gain on sale/exchange of real estate investments
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|
(2,179)
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|
|
—
|
|
|
(4,277)
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|
|
—
|
|
|
(6,456)
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|
Other income
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|
(107)
|
|
|
—
|
|
|
—
|
|
|
(917)
|
|
|
(1,024)
|
|
Gain on non-designated derivatives
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Allocation for preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,788
|
|
|
14,788
|
|
Net loss attributable to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44)
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|
|
(44)
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|
NOI
|
|
$
|
210,355
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|
|
$
|
42,413
|
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
252,928
|
|
The following table reflects the items deducted from or added to net loss attributable to stockholders in our calculation of NOI for the year ended December 31, 2019:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Same Store [1]
|
|
Acquisitions
|
|
Disposals
|
|
Non-Property Specific
|
|
Total
|
Net loss attributable to common stockholders (in accordance with GAAP)
|
|
$
|
45,281
|
|
|
$
|
9,757
|
|
|
$
|
24,917
|
|
|
$
|
(83,056)
|
|
|
$
|
(3,101)
|
|
Asset management fees to related party
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,695
|
|
|
25,695
|
|
Impairment of real estate investments
|
|
—
|
|
|
—
|
|
|
827
|
|
|
—
|
|
|
827
|
|
Acquisition and transaction related
|
|
4,620
|
|
|
—
|
|
|
—
|
|
|
1,637
|
|
|
6,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,717
|
|
|
12,717
|
|
General and administrative
|
|
1,184
|
|
|
12
|
|
|
3
|
|
|
19,176
|
|
|
20,375
|
|
Depreciation and amortization
|
|
116,929
|
|
|
6,018
|
|
|
1,766
|
|
|
—
|
|
|
124,713
|
|
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,605
|
|
|
1,605
|
|
Interest expense
|
|
60,716
|
|
|
—
|
|
|
—
|
|
|
17,278
|
|
|
77,994
|
|
Gain on sale of real estate investments
|
|
—
|
|
|
—
|
|
|
(23,690)
|
|
|
—
|
|
|
(23,690)
|
|
Other income
|
|
(1,309)
|
|
|
—
|
|
|
(2)
|
|
|
(2,316)
|
|
|
(3,627)
|
|
Allocation for preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,248
|
|
|
7,248
|
|
Net loss attributable to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
NOI
|
|
$
|
227,421
|
|
|
$
|
15,787
|
|
|
$
|
3,821
|
|
|
$
|
—
|
|
|
$
|
247,029
|
|
_______
[1]NOI for the year ended December 31, 2019 includes income from a lease termination fee of $7.6 million, which is recorded in revenue from tenants in the consolidated statements of operations. While such termination payments occur infrequently, they represent cash income for accounting and tax purposes.
Dividends and Distributions
During the period of January 2018 through July 2018, we paid dividends on our common stock on a monthly basis at an annualized rate equal to a rate of $1.30 per annum, per share of common stock. Since listing our Class A common stock on Nasdaq in July 2018 and through March 31, 2020, we paid dividends on our Class A common stock at an annualized rate equal to $1.10 per share, or $0.0916667 per share on a monthly basis. In March 2020, our board of directors approved a reduction in our annualized dividend to $0.85 per share, or $0.0708333 per share on a monthly basis, due to the uncertain and rapidly changing environment caused by the COVID-19 pandemic. The new dividend rate became effective beginning with our April 1 dividend declaration. Historically, and through September 30, 2020, we declared dividends based on monthly record dates and generally paid dividends, once declared, on or around the 15th day of each month (or, if not a business day, the next succeeding business day) to Class A common stock holders of record on the applicable record date. On August 27, 2020, our board of directors approved a change in our Class A common stock dividend policy. Subsequent dividends authorized by our board of directors on shares of our Class A common stock have been, and we anticipate will continue to be, paid on a quarterly basis in arrears on the 15th day of the first month following the end of each fiscal quarter (unless otherwise specified) to Class A common stockholders of record on the record date for such payment. This change affected the frequency of dividend payments only, and did not impact the annualized dividend rate on Class A common stock of $0.85. The amount of dividends payable on our Class A common stock to our common stock holders is determined by our board of directors and is dependent on a number of factors, including funds available for dividends, our financial condition, provisions in our Credit Facility or other agreements that may restrict our ability to pay dividends, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT.
Dividends on our Series A Preferred Stock accrue in an amount equal to $1.875 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends on the Series A Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date.
Dividends on our Series C Preferred Stock accrue in an amount equal to $1.844 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. Dividends on the Series C Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. The first dividend for the Series C Preferred Stock will be paid on April 15, 2021 and will represent an accrual for more than a full quarter, covering the period from December 18, 2020 to March 31, 2021.
Our Credit Facility contains provisions restricting our ability to pay distributions, including paying cash dividends on equity securities (including the Series A Preferred Stock and Series C Preferred Stock). On November 4, 2019, we entered into an amendment to the Credit Facility easing these restrictions and the amendment to the Credit Facility we entered into in July 2020 also eased these restrictions during the Adjustment Period. During the Adjustment Period, (i) we are permitted to continue to pay dividends on the Series A Preferred Stock and Class A common stock at the current annualized per-share rates without satisfying any further tests for the fiscal quarter ended June 30, 2020 and the fiscal quarter ended September 30, 2020, and (ii) we will generally be permitted to pay dividends on the Series C Preferred Stock, the Series A Preferred Stock and Class A common stock and other distributions in an aggregate amount of up to 105% of annualized MFFO (as defined in the Credit Facility) for a look-back period of two consecutive fiscal quarters for the fiscal quarter ended December 31, 2020 and a look-back period of three consecutive fiscal quarters for the fiscal quarter ending March 31, 2021 if, as of the last day of the period, after giving effect to the payment of those dividends and distributions, we have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $125.0 million. If we do not satisfy this requirement, the applicable threshold percentage of MFFO is 95% instead of 105%. Following the Adjustment Period, we will generally be permitted to pay dividends on the Series C Preferred Stock, Series A Preferred Stock, and Class A common stock and other distributions for any fiscal quarter in an aggregate amount of up to 105% of annualized MFFO for a look-back period of four consecutive fiscal quarters but only if, as of the last day of the period, after giving effect to the payment of those dividends and distributions, we are able to satisfy a maximum leverage ratio and maintain a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $60 million. If these conditions are not satisfied, the applicable threshold percentage of MFFO will be 95% instead of 105%. If applicable, during the continuance of an event of default under the Credit Facility, we may not pay dividends or other distributions in excess of the amount necessary for us to maintain our status as a REIT.
During the Adjustment Period, we may not repurchase shares by tender offer or otherwise. Following the Adjustment Period, we will be able to make repurchases if we satisfy a maximum leverage ratio after giving effect to the repurchase and
also have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $40.0 million.
In November 2019 and July 2020, we entered into amendments to the Credit Facility easing the restrictions on distributions therein. There is no assurance that the lenders will consent to any additional amendments to the Credit Facility that may become necessary to maintain compliance with the Credit Facility.
During the year ended December 31, 2020, cash used to pay dividends on our Class A common stock, dividends on our Series A Preferred Stock, distributions on our LTIP Units and distributions for limited partnership units that correspond to shares of our Class A common stock was generated from cash flows provided by operations and cash on hand, which consisted of proceeds from financings and sales of real estate investments. We are required to begin paying dividends on the Series C Preferred Stock in April 2021. If we need to continue to identify financing sources other than operating cash flows to fund dividends at their current level, there can be no assurance that other sources will be available on favorable terms, or at all.
Complying with the restriction on the payment of dividends and other distributions in our Credit Facility may limit our ability to incur additional indebtedness and use cash that would otherwise be available to us. Funding dividends from borrowings restricts the amount we can borrow for property acquisitions and investments. Using proceeds from the sale of assets or the issuance of our Class A common stock, Series A Preferred Stock, Series C Preferred Stock or other equity securities to fund dividends rather than invest in assets will likewise reduce the amount available to invest. Funding dividends from the sale of additional securities could also dilute our stockholders.
The following table shows the sources for the payment of dividends to common stockholders, including dividends on unvested restricted shares and other dividends and distributions for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended December 31, 2020
|
|
|
March 31, 2020
|
|
June 30, 2020
|
|
September 30, 2020
|
|
December 31, 2020
|
|
(In thousands)
|
|
Amount
|
|
Percentage of Dividends
|
|
Amount
|
|
Percentage of Dividends
|
|
Amount
|
|
Percentage of Dividends
|
|
Amount
|
|
Percentage of Dividends
|
|
Amount
|
|
Percentage of Dividends
|
Dividends and other cash distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid to common stockholders
|
|
$
|
29,831
|
|
|
|
|
$
|
23,058
|
|
|
|
|
$
|
23,062
|
|
|
|
|
$
|
—
|
|
[2]
|
|
|
$
|
75,951
|
|
[2]
|
|
Cash dividends paid to preferred stockholders
|
|
3,300
|
|
|
|
|
3,619
|
|
|
|
|
3,618
|
|
|
|
|
3,630
|
|
[3]
|
|
|
14,167
|
|
[3]
|
|
Cash distributions on LTIP Units
|
|
123
|
|
|
|
|
97
|
|
|
|
|
95
|
|
|
|
|
96
|
|
|
|
|
411
|
|
|
|
Cash distributions on Class A Units
|
|
48
|
|
|
|
|
36
|
|
|
|
|
37
|
|
|
|
|
—
|
|
[2]
|
|
|
121
|
|
|
|
Total dividends and other cash distributions paid
|
|
$
|
33,302
|
|
|
|
|
$
|
26,810
|
|
|
|
|
$
|
26,812
|
|
|
|
|
$
|
3,726
|
|
|
|
|
$
|
90,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Source of dividend and other cash distributions coverage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by operations [1]
|
|
$
|
24,080
|
|
|
72.3
|
%
|
|
$
|
25,164
|
|
|
93.9
|
%
|
|
$
|
20,581
|
|
|
76.8
|
%
|
|
$
|
3,726
|
|
|
100.0
|
%
|
|
$
|
90,650
|
|
[1]
|
100.0
|
%
|
Available cash on hand
|
|
9,222
|
|
|
27.7
|
%
|
|
1,646
|
|
|
6.1
|
%
|
|
6,231
|
|
|
23.2
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
[1]
|
—
|
%
|
Total sources of dividend and other cash distributions coverage
|
|
$
|
33,302
|
|
|
100.0
|
%
|
|
$
|
26,810
|
|
|
100.0
|
%
|
|
$
|
26,812
|
|
|
100.0
|
%
|
|
$
|
3,726
|
|
|
100.0
|
%
|
|
$
|
90,650
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by operations (GAAP basis)
|
|
$
|
24,080
|
|
|
|
|
$
|
25,164
|
|
|
|
|
$
|
20,581
|
|
|
|
|
$
|
22,892
|
|
|
|
|
$
|
92,717
|
|
|
|
Net loss (in accordance with GAAP)
|
|
$
|
(9,153)
|
|
|
|
|
$
|
(21,803)
|
|
|
|
|
$
|
(7,091)
|
|
|
|
|
$
|
(8,603)
|
|
|
|
|
$
|
(46,650)
|
|
|
|
________
[1] Year-to-date totals do not equal the sum of the quarters. Each quarter and year-to-date period is evaluated separately for purposes of this table.
[2] As more fully discussed in Note 8 - Stockholder’s Equity and Non-controlling interests - Dividend and Distributions beginning with the fourth quarter of 2020, we changed our dividend policy from a monthly to a quarterly payment. Dividends relating to the fourth quarter of 2020 on our Class A common stock totaling $23.1 million were declared and paid in January 2021. Because these dividends were not declared prior to December 31, 2020, they are not accrued in our financial statements until 2021.
[3] Our Series C Preferred Stock was first issued in December 2020, and we are required to begin paying dividends on the Series C Preferred Stock in April 2021. The first quarterly dividend will include amounts attributable to December 2020 in addition to the amounts attributable for the quarter ending March 31, 2021. Because these dividends were not declared prior to December 31, 2020, they are not accrued in our financial statements until 2021.
Loan Obligations
The payment terms of certain of our mortgage loan obligations require principal and interest payments monthly, with all unpaid principal and interest due at maturity. Our loan agreements stipulate that we comply with specific reporting covenants. As of December 31, 2020, we were in compliance with the debt covenants under our loan agreements.
Contractual Obligations
The following table reflects contractual debt obligations under our mortgage notes payable based on anticipated repayment dates, as well as minimum base rental cash payments due for leasehold interests over the next five years and thereafter as of December 31, 2020. These minimum base rental cash payments due for leasehold interests amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ending December 31,
|
|
|
(In thousands)
|
|
Total
|
|
2021
|
|
2022-2023
|
|
2024-2025
|
|
Thereafter
|
Principal on mortgage notes payable
|
|
$
|
1,528,632
|
|
|
$
|
110,471
|
|
|
$
|
4,954
|
|
|
$
|
868,058
|
|
|
$
|
545,149
|
|
Interest on mortgage notes payable
|
|
293,449
|
|
|
55,909
|
|
|
103,530
|
|
|
91,292
|
|
|
42,718
|
|
Principal on Credit Facility [1]
|
|
280,857
|
|
|
—
|
|
|
280,857
|
|
|
—
|
|
|
—
|
|
Interest on Credit Facility
|
|
18,151
|
|
|
7,831
|
|
|
10,320
|
|
|
—
|
|
|
—
|
|
Ground lease rental payments due
|
|
52,112
|
|
|
1,515
|
|
|
3,081
|
|
|
3,158
|
|
|
44,358
|
|
|
|
$
|
2,173,201
|
|
|
$
|
175,726
|
|
|
$
|
402,742
|
|
|
$
|
962,508
|
|
|
$
|
632,225
|
|
__________
[1]The Credit Facility matures on April 26, 2022 and we have a one-time right, subject to customary conditions, to extend the maturity date for an additional term of one year to April 26, 2023.
Several of the loan agreements on our mortgage notes payable feature anticipated repayment dates in advance of the stated maturity dates. Please see Note 4 — Mortgage Notes Payable, Net to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Election as a REIT
We elected to be taxed as a REIT under Sections 856 through 860 of the Code, effective for our taxable year ended December 31, 2013. We believe that, commencing with such taxable year, we have been organized and have operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner, but can provide no assurances that we will operate in a manner so as to remain qualified as a REIT. To continue to qualify for taxation as a REIT, we must distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on the portion of our REIT taxable income that we distribute to our stockholders. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties, as well as federal income and excise taxes on our undistributed income.
Inflation
Some of our leases with our tenants contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions. However, our net leases require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Related-Party Transactions and Agreements
Please see Note 10 — Related Party Transactions and Arrangements to our consolidated financial statements included in this Annual Report on Form 10-K.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our long-term debt, which consists of secured financings, bears interest at fixed rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thus are not exposed to foreign currency fluctuations.
As of December 31, 2020, our fixed rate debt consisted of secured mortgage financings with a gross carrying value of $1.5 billion, which approximates their fair value. Changes in market interest rates on our fixed-rate debt impact its fair value, but it has no impact on interest expense incurred or cash flow. For instance, if interest rates rise 100 basis points and our fixed-rate debt balance remains constant, we expect the fair value of our obligation to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed–rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2020 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by $63.5 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt by $67.5 million.
As of December 31, 2020, our variable-rate debt consisted of our Credit Facility and one secured mortgage, which had carrying values of $280.9 million and $34.0 million, respectively. The Credit Facility had a fair value of $278.8 million and the carrying amount of mortgage note payable approximated its fair value. Interest rate volatility associated with the Credit Facility affects interest expense incurred and cash flow. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from December 31, 2020 levels with all other variables held constant. A 100 basis point increase or decrease in variable rates on the Credit Facility would increase or decrease our interest expense by $3.1 million.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs, and, assuming no other changes in our capital structure. The information presented above includes only those exposures that existed as of December 31, 2020 and does not consider exposures or positions arising after that date. The information represented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.
Item 8. Financial Statements and Supplementary Data.
The information required by this Item 8 is hereby incorporated by reference to our Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.
Our Chief Executive Officer and Chief Financial Officer, carried out an evaluation, together with other members of our management, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective December 31, 2020 at a reasonable level of assurance.
Management’s Annual Reporting on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on its assessment, our management concluded that, as of December 31, 2020, our internal control over financial reporting was effective based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which is included on page F-2 in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
During the three months ended December 31, 2020, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Stockholder Rights Plan Amendment
On February 25, 2021, we amended our rights agreement with Computershare Trust Company, N.A., as Rights Agent, solely to extend the expiration date of the rights under the stockholder rights plan from April 12, 2021 to April 12, 2024, unless earlier exercised, exchanged, amended, redeemed, or terminated. Please see Note 8 — Stockholder’s Equity and Non-controlling Interest — Stockholder Rights Plan for additional information on the plan.
The foregoing description of the material terms of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is filed as an exhibit to this Annual Report on Form 10-K and incorporated herein by reference.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
American Finance Trust, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of operations and comprehensive loss, changes in equity, and cash flows of American Finance Trust, Inc. and subsidiaries for the year ended December 31, 2018, and the related notes and financial statement schedule titled Schedule III – Real Estate and Accumulated Depreciation – Part II, for the year ended December 31, 2018 (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ KPMG LLP
We served as the Company’s auditor from 2015 to 2019.
New York, New York
March 7, 2019
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
ASSETS
|
|
|
|
Real estate investments, at cost:
|
|
|
|
Land
|
$
|
723,316
|
|
|
$
|
685,889
|
|
Buildings, fixtures and improvements
|
2,830,508
|
|
|
2,681,485
|
|
Acquired intangible lease assets
|
454,245
|
|
|
448,175
|
|
Total real estate investments, at cost
|
4,008,069
|
|
|
3,815,549
|
|
Less: accumulated depreciation and amortization
|
(639,367)
|
|
|
(529,052)
|
|
Total real estate investments, net
|
3,368,702
|
|
|
3,286,497
|
|
Cash and cash equivalents
|
102,860
|
|
|
81,898
|
|
Restricted cash
|
10,537
|
|
|
17,942
|
|
Deposits for real estate investments
|
137
|
|
|
85
|
|
|
|
|
|
Deferred costs, net
|
16,663
|
|
|
17,467
|
|
Straight-line rent receivable
|
66,581
|
|
|
46,976
|
|
Operating lease right-of-use assets
|
18,546
|
|
|
18,959
|
|
Prepaid expenses and other assets (including $1,939 and $503 due from related parties as of December 31, 2020 and 2019, respectively)
|
23,941
|
|
|
19,188
|
|
Assets held for sale
|
—
|
|
|
1,176
|
|
Total assets
|
$
|
3,607,967
|
|
|
$
|
3,490,188
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
Mortgage notes payable, net
|
$
|
1,490,798
|
|
|
$
|
1,310,943
|
|
Credit facility
|
280,857
|
|
|
333,147
|
|
Below-market lease liabilities, net
|
78,674
|
|
|
84,041
|
|
Accounts payable and accrued expenses (including $273 and $1,153 due to related parties as of December 31, 2020 and 2019, respectively)
|
25,210
|
|
|
26,817
|
|
Operating lease liabilities
|
19,237
|
|
|
19,318
|
|
Derivative liabilities, at fair value
|
123
|
|
|
—
|
|
Deferred rent and other liabilities
|
9,794
|
|
|
10,392
|
|
Dividends payable
|
3,675
|
|
|
3,300
|
|
Total liabilities
|
1,908,368
|
|
|
1,787,958
|
|
|
|
|
|
7.50% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 8,796,000 shares authorized, 7,842,008 and 6,917,230 issued and outstanding as of December 31, 2020 and 2019, respectively
|
79
|
|
|
69
|
|
7.375% Series C cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 3,680,000 shares authorized and 3,535,700 issued and outstanding as of December 31, 2020 and none authorized, issued, or outstanding as of December 31, 2019
|
35
|
|
|
—
|
|
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 108,837,209 and 108,475,266 shares issued and outstanding as of December 31, 2020 and 2019, respectively
|
1,088
|
|
|
1,085
|
|
Additional paid-in capital
|
2,723,678
|
|
|
2,615,089
|
|
Accumulated other comprehensive loss
|
(123)
|
|
|
—
|
|
Distributions in excess of accumulated earnings
|
(1,055,680)
|
|
|
(932,912)
|
|
Total stockholders’ equity
|
1,669,077
|
|
|
1,683,331
|
|
Non-controlling interests
|
30,522
|
|
|
18,899
|
|
Total equity
|
1,699,599
|
|
|
1,702,230
|
|
Total liabilities and equity
|
$
|
3,607,967
|
|
|
$
|
3,490,188
|
|
The accompanying notes are an integral part of these consolidated financial statements.
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Revenue from tenants
|
$
|
305,224
|
|
|
$
|
299,744
|
|
|
$
|
291,207
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
Asset management fees to related party
|
27,829
|
|
|
25,695
|
|
|
23,143
|
|
Property operating expense
|
52,296
|
|
|
52,715
|
|
|
54,068
|
|
Impairment of real estate investments
|
12,910
|
|
|
827
|
|
|
21,080
|
|
Acquisition, transaction and other costs
|
2,921
|
|
|
6,257
|
|
|
7,557
|
|
Listing fees
|
—
|
|
|
—
|
|
|
4,988
|
|
Vesting and conversion of Class B Units
|
—
|
|
|
—
|
|
|
15,786
|
|
Equity-based compensation
|
13,036
|
|
|
12,717
|
|
|
5,266
|
|
General and administrative
|
19,683
|
|
|
20,375
|
|
|
22,733
|
|
Depreciation and amortization
|
137,459
|
|
|
124,713
|
|
|
139,907
|
|
Goodwill impairment
|
—
|
|
|
1,605
|
|
|
—
|
|
Total operating expenses
|
266,134
|
|
|
244,904
|
|
|
294,528
|
|
Operating income (loss) before gain on sale of real estate investments
|
39,090
|
|
|
54,840
|
|
|
(3,321)
|
|
Gain on sale/exchange of real estate investments
|
6,456
|
|
|
23,690
|
|
|
31,776
|
|
Operating income
|
45,546
|
|
|
78,530
|
|
|
28,455
|
|
Other (expense) income:
|
|
|
|
|
|
Interest expense
|
(78,467)
|
|
|
(77,994)
|
|
|
(66,789)
|
|
Other income
|
1,024
|
|
|
3,627
|
|
|
863
|
|
Loss on non-designated derivatives
|
(9)
|
|
|
—
|
|
|
—
|
|
Total other expense, net
|
(77,452)
|
|
|
(74,367)
|
|
|
(65,926)
|
|
Net (loss) income
|
(31,906)
|
|
|
4,163
|
|
|
(37,471)
|
|
Net loss (income) attributable to non-controlling interests
|
44
|
|
|
(16)
|
|
|
62
|
|
Allocation for preferred stock
|
(14,788)
|
|
|
(7,248)
|
|
|
—
|
|
Net loss attributable to common stockholders
|
(46,650)
|
|
|
(3,101)
|
|
|
(37,409)
|
|
|
|
|
|
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
Change in unrealized (loss) gain on derivative
|
(123)
|
|
|
531
|
|
|
(626)
|
|
Comprehensive loss attributable to common stockholders
|
$
|
(46,773)
|
|
|
$
|
(2,570)
|
|
|
$
|
(38,035)
|
|
|
|
|
|
|
|
Weighted-average shares outstanding — Basic and Diluted
|
108,404,093
|
|
|
106,397,296
|
|
|
105,560,053
|
|
Net loss per share attributable to common stockholders — Basic and Diluted
|
$
|
(0.43)
|
|
|
$
|
(0.03)
|
|
|
$
|
(0.35)
|
|
The accompanying notes are an integral part of these consolidated financial statements.
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred Stock
|
|
Series C Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
Par Value
|
|
Number of
Shares
|
|
Par Value
|
|
Number of
Shares
|
|
Par Value
|
|
Additional Paid-in
Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,142,190)
|
|
|
(11)
|
|
|
(20,520)
|
|
|
—
|
|
|
—
|
|
|
(20,531)
|
|
|
—
|
|
|
(20,531)
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127,402
|
|
|
1
|
|
|
449
|
|
|
—
|
|
|
—
|
|
|
450
|
|
|
4,816
|
|
|
5,266
|
|
Distributions declared on Common Stock, $1.10 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116,539)
|
|
|
(116,539)
|
|
|
—
|
|
|
(116,539)
|
|
Distributions to non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225)
|
|
|
(225)
|
|
|
(229)
|
|
|
(454)
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,409)
|
|
|
(37,409)
|
|
|
(62)
|
|
|
(37,471)
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(626)
|
|
|
—
|
|
|
(626)
|
|
|
—
|
|
|
(626)
|
|
Balance, December 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,230,901
|
|
|
1,063
|
|
|
2,412,915
|
|
|
(531)
|
|
|
(812,047)
|
|
|
1,601,400
|
|
|
8,335
|
|
|
1,609,735
|
|
Impact of adoption of new accounting pronouncement for leases (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(170)
|
|
|
(170)
|
|
|
—
|
|
|
(170)
|
|
Issuance of Common Stock, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,229,647
|
|
|
22
|
|
|
31,579
|
|
|
—
|
|
|
—
|
|
|
31,601
|
|
|
—
|
|
|
31,601
|
|
Issuance of Series A Preferred Stock, net
|
6,917,230
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168,860
|
|
|
—
|
|
|
—
|
|
|
168,929
|
|
|
—
|
|
|
168,929
|
|
Common stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,870)
|
|
|
(1)
|
|
|
(273)
|
|
|
—
|
|
|
—
|
|
|
(274)
|
|
|
—
|
|
|
(274)
|
|
Share-based compensation, net of forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,588
|
|
|
1
|
|
|
1,071
|
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|
11,645
|
|
|
12,717
|
|
Dividends declared on Common Stock, $1.10 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117,100)
|
|
|
(117,100)
|
|
|
—
|
|
|
(117,100)
|
|
Dividends declared on Preferred Stock, $1.56 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,248)
|
|
|
(7,248)
|
|
|
—
|
|
|
(7,248)
|
|
Distributions to non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(494)
|
|
|
(494)
|
|
|
(160)
|
|
|
(654)
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,147
|
|
|
4,147
|
|
|
16
|
|
|
4,163
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
531
|
|
|
—
|
|
|
531
|
|
|
—
|
|
|
531
|
|
Rebalancing of ownership percentage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
937
|
|
|
—
|
|
|
—
|
|
|
937
|
|
|
(937)
|
|
|
—
|
|
Balance, December 31, 2019
|
6,917,230
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
108,475,266
|
|
|
1,085
|
|
|
2,615,089
|
|
|
—
|
|
|
(932,912)
|
|
|
1,683,331
|
|
|
18,899
|
|
|
1,702,230
|
|
Issuance of Common Stock, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239)
|
|
|
—
|
|
|
—
|
|
|
(239)
|
|
|
—
|
|
|
(239)
|
|
Issuance of Series A Preferred Stock, net
|
924,778
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,423
|
|
|
—
|
|
|
—
|
|
|
22,433
|
|
|
—
|
|
|
22,433
|
|
Issuance of Series C Preferred Stock, net
|
—
|
|
|
—
|
|
|
3,535,700
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
85,161
|
|
|
—
|
|
|
—
|
|
|
85,196
|
|
|
|
|
85,196
|
|
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361,943
|
|
|
3
|
|
|
1,176
|
|
|
—
|
|
|
—
|
|
|
1,179
|
|
|
11,856
|
|
|
13,035
|
|
Dividends declared on Common Stock, $0.70 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,952)
|
|
|
(75,952)
|
|
|
—
|
|
|
(75,952)
|
|
Dividends declared on Preferred Stock, $1.875 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,543)
|
|
|
(14,543)
|
|
|
—
|
|
|
(14,543)
|
|
Distributions to non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(411)
|
|
|
(411)
|
|
|
(121)
|
|
|
(532)
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,862)
|
|
|
(31,862)
|
|
|
(44)
|
|
|
(31,906)
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(123)
|
|
|
—
|
|
|
(123)
|
|
|
—
|
|
|
(123)
|
|
Rebalancing of ownership percentage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
(68)
|
|
|
—
|
|
Balance, December 31, 2020
|
7,842,008
|
|
|
$
|
79
|
|
|
3,535,700
|
|
|
$
|
35
|
|
|
108,837,209
|
|
|
$
|
1,088
|
|
|
$
|
2,723,678
|
|
|
$
|
(123)
|
|
|
$
|
(1,055,680)
|
|
|
$
|
1,669,077
|
|
|
$
|
30,522
|
|
|
$
|
1,699,599
|
|
The accompanying notes are an integral part of these consolidated financial statements.
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Cash flows from operating activities:
|
|
|
|
|
|
Net income (loss)
|
$
|
(31,906)
|
|
|
$
|
4,163
|
|
|
$
|
(37,471)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
Depreciation
|
88,778
|
|
|
78,396
|
|
|
84,482
|
|
Amortization of in-place lease assets
|
46,496
|
|
|
44,795
|
|
|
54,439
|
|
Amortization of deferred leasing costs
|
2,184
|
|
|
1,522
|
|
|
986
|
|
Amortization (including accelerated write-off) of deferred financing costs
|
8,212
|
|
|
7,598
|
|
|
5,648
|
|
Accretion of mortgage premiums and discounts on borrowings
|
(2,126)
|
|
|
(3,816)
|
|
|
(3,790)
|
|
|
|
|
|
|
|
Amortization (accretion) of market lease and other intangibles, net
|
(6,149)
|
|
|
(7,372)
|
|
|
(15,518)
|
|
Equity-based compensation
|
13,036
|
|
|
12,717
|
|
|
5,266
|
|
Vesting and conversion of Class B Units
|
—
|
|
|
—
|
|
|
15,786
|
|
Mark-to-market adjustments
|
—
|
|
|
—
|
|
|
(72)
|
|
Loss on non-designated derivatives
|
9
|
|
|
—
|
|
|
—
|
|
Gain on sale/exchange of real estate investments
|
(6,456)
|
|
|
(23,690)
|
|
|
(31,776)
|
|
Impairment of real estate investments and goodwill impairment
|
12,910
|
|
|
2,432
|
|
|
21,080
|
|
Payments of prepayment costs on mortgages
|
807
|
|
|
4,491
|
|
|
4,224
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
Straight-line rent receivable
|
(19,824)
|
|
|
(9,521)
|
|
|
(9,596)
|
|
Straight-line rent payable
|
314
|
|
|
1,196
|
|
|
95
|
|
Prepaid expenses and other assets
|
(9,139)
|
|
|
(3,208)
|
|
|
(4,086)
|
|
Accounts payable and accrued expenses
|
(3,831)
|
|
|
(1,458)
|
|
|
1,694
|
|
Deferred rent and other liabilities
|
(598)
|
|
|
(2,675)
|
|
|
3,646
|
|
Net cash provided by operating activities
|
92,717
|
|
|
105,570
|
|
|
95,037
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
(9,198)
|
|
|
(13,652)
|
|
|
(10,426)
|
|
Acquisitions of investments in real estate and other assets
|
(220,412)
|
|
|
(428,939)
|
|
|
(241,772)
|
|
Proceeds from sale of real estate investments
|
6,707
|
|
|
34,813
|
|
|
66,455
|
|
Deposits
|
(53)
|
|
|
2,952
|
|
|
(2,472)
|
|
Net cash used in investing activities
|
(222,956)
|
|
|
(404,826)
|
|
|
(188,215)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Proceeds from mortgage notes payable
|
874,000
|
|
|
286,930
|
|
|
29,887
|
|
Payments on mortgage notes payable
|
(663,236)
|
|
|
(69,144)
|
|
|
(47,197)
|
|
Proceeds from credit facility
|
205,000
|
|
|
233,000
|
|
|
324,700
|
|
Payments on credit facility
|
(257,291)
|
|
|
(224,553)
|
|
|
(95,000)
|
|
Payments of financing costs
|
(30,917)
|
|
|
(10,778)
|
|
|
(7,031)
|
|
Payments of prepayment costs on mortgages
|
(807)
|
|
|
(4,491)
|
|
|
(4,224)
|
|
Common stock repurchases
|
—
|
|
|
(274)
|
|
|
(20,531)
|
|
Distributions on LTIP Units and Class A Units
|
(532)
|
|
|
(694)
|
|
|
(225)
|
|
Dividends paid on common stock
|
(75,951)
|
|
|
(117,140)
|
|
|
(104,824)
|
|
Dividends paid on preferred stock
|
(14,167)
|
|
|
(3,948)
|
|
|
—
|
|
Proceeds from issuance of common stock, net
|
(211)
|
|
|
31,601
|
|
|
—
|
|
Proceeds from issuance of Series A preferred stock, net
|
22,490
|
|
|
168,956
|
|
|
—
|
|
Proceeds from issuance of Series C preferred stock, net
|
85,418
|
|
|
—
|
|
|
—
|
|
Net cash provided by financing activities
|
143,796
|
|
|
289,465
|
|
|
75,555
|
|
Net change in cash, cash equivalents and restricted cash
|
13,557
|
|
|
(9,791)
|
|
|
(17,623)
|
|
Cash, cash equivalents and restricted cash, beginning of period
|
99,840
|
|
|
109,631
|
|
|
127,254
|
|
Cash, cash equivalents and restricted cash, end of period
|
$
|
113,397
|
|
|
$
|
99,840
|
|
|
$
|
109,631
|
|
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Cash and cash equivalents, end of period
|
$
|
102,860
|
|
|
$
|
81,898
|
|
|
$
|
91,451
|
|
Restricted cash, end of period
|
10,537
|
|
|
17,942
|
|
|
18,180
|
|
Cash, cash equivalents and restricted cash, end of period
|
$
|
113,397
|
|
|
$
|
99,840
|
|
|
$
|
109,631
|
|
|
|
|
|
|
|
Supplemental Disclosures:
|
|
|
|
|
|
Cash paid for interest
|
$
|
72,758
|
|
|
$
|
72,826
|
|
|
$
|
63,839
|
|
Cash paid for income and franchise taxes
|
$
|
720
|
|
|
$
|
217
|
|
|
$
|
1,100
|
|
|
|
|
|
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
Accrued offering costs - Series A Preferred Stock
|
$
|
57
|
|
|
$
|
27
|
|
|
$
|
—
|
|
Accrued offering costs - Series C Preferred Stock
|
$
|
222
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued offering costs - Class A common stock
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Preferred dividend declared but not yet paid
|
$
|
3,676
|
|
|
$
|
3,300
|
|
|
$
|
—
|
|
Assets received through substitution
|
$
|
4,380
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Assets provided through substitution
|
$
|
(2,180)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Proceeds from real estate sales used to pay off related mortgage notes payable
|
$
|
5,586
|
|
|
$
|
94,940
|
|
|
$
|
90,038
|
|
Mortgage notes payable released in connection with disposition of real estate
|
$
|
(5,586)
|
|
|
$
|
(94,940)
|
|
|
$
|
(90,038)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued through distribution reinvestment plan
|
$
|
—
|
|
|
0
|
|
$
|
23,248
|
|
Accrued capital expenditures (payable)
|
$
|
1,556
|
|
|
$
|
355
|
|
|
$
|
341
|
|
The accompanying notes are an integral part of these consolidated financial statements.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 1 — Organization
American Finance Trust, Inc. (the “Company”), is an externally managed real estate investment trust for U.S. federal income tax purposes (“REIT”) focusing on acquiring and managing a diversified portfolio of primarily service-oriented and traditional retail and distribution-related commercial real estate properties located primarily in the United States. The Company’s assets consist primarily of freestanding single-tenant properties that are net leased to “investment grade” and other creditworthy tenants and a portfolio of multi-tenant retail properties consisting primarily of power centers and lifestyle centers. The Company intends to focus its future acquisitions primarily on net leased, single-tenant service retail properties, defined as properties leased to tenants in the retail banking, restaurant, grocery, pharmacy, gas, convenience, fitness, and auto services sectors. As of December 31, 2020, the Company owned 920 properties, comprised of 19.3 million rentable square feet, which were 93.9% leased, including 887 single-tenant, net leased commercial properties (849 of which are leased to retail tenants) and 33 multi-tenant retail properties.
Substantially all of the Company’s business is conducted through American Finance Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and its wholly owned subsidiaries. American Finance Advisors, LLC (the “Advisor”) manages the Company’s day-to-day business with the assistance of the Company’s property manager, American Finance Properties, LLC (the “Property Manager”). The Advisor and the Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to us. The Company also reimburses these entities for certain expenses they incur in providing these services to the Company.
Note 2 — Summary of Significant Accounting Policies
Basis of Accounting
The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. The Company has determined the OP is a VIE of which the Company is the primary beneficiary.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable.
Impacts of the COVID-19 Pandemic
During the first quarter of 2020, the global COVID-19 pandemic that has spread around the world and to every state in the United States commenced. The pandemic has had and could continue to have an adverse impact on economic and market conditions, including a global economic slowdown or recession. The continued rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. The Company believes the estimates and assumptions underlying its consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2020, however uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of December 31, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates.
The financial stability and overall health of tenants is critical to the Company’s business. The negative effects that the global pandemic has had on the economy includes the closure or reduction in activity for many retail operations such as some
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
of those operated by the Company’s tenants (e.g., restaurants). This has impacted the ability of some of the Company’s tenants to pay their monthly rent either temporarily or in the long-term. The Company has experienced delays in rent collections in the second, third and fourth quarters of 2020. The Company has taken a proactive approach to achieve mutually agreeable solutions with its tenants and in some cases, in the second, third and fourth quarters of 2020, the Company has executed several types of lease amendments. These agreements include deferrals and abatements (i.e. rent credits) and also may include extensions to the term of the leases.
For accounting purposes, in accordance with ASC 842: Leases, normally a company would be required to assess a lease modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which does not apply to leases subsequently modified). However, in light of the COVID-19 pandemic in which many leases are being modified, the FASB and SEC have provided relief that allows companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification. In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession. For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (1) as if the changes were originally contemplated in the lease contract or (2) as if the deferred payments are variable lease payments contained in the lease contract. For all other lease changes that did not qualify for FASB relief, the Company would be required to apply modification accounting including assessing classification under ASC 842.
Some, but not all of the Company’s lease modifications qualify for the FASB relief. In accordance with the relief provisions, instead of treating these qualifying leases as modifications, the Company has elected to treat the modifications as if previously contained in the lease and recast rents receivable prospectively (if necessary). Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would be recognized ratably over the remaining life of the lease.
For leases not qualifying for this relief, the Company has applied modification accounting and determined that there were no changes in the current classification of its leases impacted by negotiations with its tenants.
In addition to the proactive measures taken on rent collections, the Company has taken additional steps to maximize its flexibility related to its liquidity and minimize the related risk during this uncertain time. In March and April 2020, consistent with the Company’s plans to acquire additional properties, the Company borrowed an additional $170.0 million and $20 million, net, respectively, under its revolving unsecured corporate credit facility (the “Credit Facility”). Additionally, on March 30, 2020, the Company announced a reduction in the Company’s dividend, beginning in the second quarter of 2020, reducing the cash needed to fund dividend payments by approximately $27.2 million per year based on shares outstanding at that time. In addition, on July 24, 2020, the Company and its lenders modified the terms of its Credit Facility including, among other things, the covenants to provide more operating flexibility. In connection with the Company’s refinancing of certain mortgage debt in July 2020, the Company repaid approximately $197 million outstanding under its Credit Facility. The Company repaid an additional $25 million outstanding under its Credit Facility in December 2020 using cash on hand (see Note 4 — Mortgage Notes Payable, Net for additional information).
However, the ultimate impact on the Company’s future results of operations, its liquidity and the ability of its tenants to continue to pay rent will depend on the overall length and severity of the COVID-19 pandemic, which management is unable to predict.
Out-of-Period Adjustments
During the three months ended March 31, 2019, the Company identified certain historical errors in its accounting for its land leases (as lessee) which impacted the previously issued quarterly and annual financial statements. Specifically, the Company did not consider whether a penalty would be considered to exist for impairment of leasehold improvements when considering whether to include certain extension options in the lease term for accounting purposes. The land leases related to property acquired between 2013 and 2017. As of December 31, 2018, the cumulative impact of using the appropriate lease term in its straight line rent expense calculations for the operating leases was an understatement of rent expense and accrued rent liability of $0.9 million. The Company concluded that the errors noted above were not material to the current period or any historical periods presented and, accordingly, the Company adjusted the amounts on a cumulative basis in the first quarter of 2019.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Revenue Recognition
The Company’s revenues, which are derived primarily from lease contracts, which include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of December 31, 2020, these leases had an average remaining lease term of approximately 8.8 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants, unbilled rents receivable that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Under ASC 842, the Company elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For comparative purposes, the Company also elected to reflect prior revenue and reimbursements reported under ASC 842 also on a single line. For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.
The following table presents future base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items:
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Future Base Rent Payments
|
2021
|
|
$
|
268,535
|
|
2022
|
|
259,400
|
|
2023
|
|
246,195
|
|
2024
|
|
228,959
|
|
2025
|
|
210,543
|
|
Thereafter
|
|
1,307,238
|
|
|
|
$
|
2,520,870
|
|
The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. For the year ended December 31, 2020, 2019 and 2018, approximately $1.1 million, $0.9 million and $0.9 million, respectively, in contingent rental income is included in revenue from tenants in the consolidated statements of operations and comprehensive loss.
The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard adopted on January 1, 2019 (see the “Recently Issued Accounting Pronouncements” section below), the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are not permitted. If the Company determines that it’s probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it’s not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants beginning on January 1, 2019, in accordance with new accounting rules, on the accompanying consolidated statements of operations and comprehensive income (loss) in the period the related costs are incurred, as applicable. In the second, third and fourth quarters of 2020, this assessment
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
included consideration of the impacts of the COVID-19 pandemic on the ability of our tenants to pay rents in accordance with their contracts. The assessment included all of the Company’s tenants with a focus on the Company’s multi-tenant retail properties which have been more negatively impacted by the COVID-19 pandemic than the Company’s single-tenant properties.
Under ASC 842, uncollectable amounts are reflected as reductions in revenue from tenants. Under ASC 840, the Company recorded such amounts as bad debt expense as part of property operating expenses. As a result of the review and assessment as described above and the impacts of the COVID-19 pandemic on certain of the Company’s tenants, the Company recorded a reduction in revenue from tenants of $6.6 million during the years ended December 31, 2020. During the years ended December 31, 2019 and 2018, such amounts were $2.9 million (recorded as a reduction of revenue from tenants) and $2.7 million (recorded as bad debt expense in property operating expenses), respectively.
On April 1, 2019, the Company entered into a termination agreement with a tenant at one of its multi-tenant properties which required the tenant to pay the Company a termination fee of $8.0 million. The Company then entered into two leases, one of which was subsequently terminated in 2020 to replace the tenant (see Note 3 — Real Estate Investments, Net — Tenant Improvement Write-Off for further details regarding this termination). As a result of the April 2019 termination, the Company recorded termination income, net, of $7.6 million during the second quarter of 2019, which is included in revenue from tenants during the year ended December 31, 2019.
Investments in Real Estate
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of the asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the Purchase Price Allocation section in this Note for a discussion of the initial accounting for investments in real estate.
Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the years ended December 31, 2020, 2019 or 2018. Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. The Company evaluates probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of December 31, 2020, the Company had no properties classified as held for sale, and, as of December 31, 2019, the Company had one property classified as held for sale (see Note 3 — Real Estate Investments, Net for additional information).
As more fully discussed in this Note under Recently Issued Accounting Pronouncements - ASU No. 2016-02 Leases, all of the Company’s leases as lessor prior to adoption of the new leasing standard on January 1, 2019, were accounted for as operating leases and the Company continued to account for them as operating leases under the transition guidance. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. During the three-year period ended December 31, 2020, the Company had no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules.
The Company is also the lessee under certain land leases which were previously classified prior to adoption of lease accounting and will continue to be classified as operating leases under transition elections unless subsequently modified. These leases are reflected on the balance sheet and the rent expense is reflected on a straight line basis over the lease term.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Purchase Price Allocation
In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis. Intangible assets may include the value of in-place leases and above- and below- market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the years ended December 31, 2020, 2019 and 2018 were asset acquisitions.
For acquired properties with leases classified as operating leases, the Company allocates the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
Tangible assets include land, land improvements, buildings, fixtures, and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. The Company estimates fair value using data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, fair market lease rates, discount rates, and land values per square foot.
Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases.
The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company's evaluation of the specific characteristics of each tenant’s lease and the Company's overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The Company did not record any intangible asset amounts related to customer relationships during the years ended December 31, 2020 and 2019.
Gain on Sale/Exchange of Real Estate Investments
Gains on sales of rental real estate are not considered sales to customers and are generally recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”).
In accordance with ASC 845-10, Accounting for Non-Monetary Transactions, if a nonmonetary exchange has commercial substance, the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss shall be recognized on the exchange.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statement of operations and comprehensive loss to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.
Goodwill and Goodwill Impairment
The Company had no goodwill recorded as of December 31, 2020 and 2019 and $1.6 million of goodwill recorded as of December 31, 2018. The Company is required to assess whether its goodwill is impaired, which requires the Company to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company evaluates goodwill for impairment at least annually or when other market events or circumstances occur that might indicate that goodwill is impaired. The Company performed its annual assessment in December 2018 and determined that there was no impairment of goodwill. Given fluctuations in the market price of the Class A common stock, the Company performed a reassessment as of June 30, 2019, which included the assessment of relevant metrics such as estimated carrying and fair market value of the Company’s real estate and market-based factors. Based on these assessments, the Company determined that goodwill was impaired and recorded an impairment charge of $1.6 million for the year ended December 31, 2019. There was no goodwill impairment for the year ended December 31, 2020.
Reportable Segment
The Company has one reportable segment, income-producing properties, which consists of activities related to investing in real estate.
Depreciation and Amortization
The Company is required to make subjective assessments as to the useful lives of the components of its real estate investments for purposes of determining the amount of depreciation to record on an annual basis. These assessments have a direct impact on the Company’s results from operations because if the Company were to shorten the expected useful lives of its real estate investments, the Company would depreciate these investments over fewer years, resulting in more depreciation expense and lower earnings on an annual basis.
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.
The value of customer relationship intangibles, if any, is amortized to expense over the initial term of the lease and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.
Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.
Above and Below-Market Lease Amortization
Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.
Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Upon termination of an above or below-market lease any unamortized amounts would be recognized in the period of termination.
Derivative Instruments
The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any change in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the accompanying consolidated statements of operations and comprehensive loss. If the derivative is designated and qualifies for hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings.
Non-controlling Interests
The non-controlling interests represent the portion of the equity in the OP that is not owned by the Company. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets and presented as net loss attributable to non-controlling interests on the consolidated statements of operations and comprehensive loss. Non-controlling interests are allocated a share of net income or loss based on their share of equity ownership.
Non-controlling interests resulted from the issuance of OP Units in conjunction with the merger (the “Merger”) with American Realty Capital-Retail Centers of America, Inc. (“RCA”) and were recognized at fair value as of the at the effective time of the Merger on February 16, 2017. In determining the fair value of the non-controlling interests, the Company utilized multiple sources including real estate valuations prepared by independent valuation firms and market sales data. In addition, under the multi-year outperformance agreement with the Advisor (the “2018 OPP”), the OP issued a new class of units of limited partnership designated as LTIP Units (“LTIP Units”), which are also reflected as part of non-controlling interest as of December 31, 2020 and 2019. Please see Note 8 — Stockholders’ Equity and Non-Controlling Interest and Note 12 — Equity-Based Compensation for additional information on transactions that impacted the amounts recorded for non-controlling interests during the years ended December 31, 2020, 2019 and 2018.
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less and funds in overnight sweeps, in which excess funds over an established threshold are swept daily. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (the “FDIC”) up to an insurance limit. As of December 31, 2020, the Company had cash and cash equivalents of $102.9 million of which $101.1 million were in excess of the amount insured by the FDIC. As of December 31, 2019, the Company had cash and cash equivalents of $81.9 million of which $80.0 million were in excess of the amount insured by the FDIC. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result thereof.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note Receivable, net, and Related Income
Included in prepaid assets and other assets on the consolidated balance sheet as of December 31, 2020 is a note receivable, net, consisting of a loan the Company has established with an existing tenant to fund capital improvements at the applicable properties. The tenant may borrow up to $1.0 million, of which $0.2 million was drawn as of December 31, 2020. The note bears interest at a fixed rate of 8.5% and matures on December 31, 2025. Interest income on the note receivable is presented within other income on the consolidated statements of operations and comprehensive loss.
Deferred Financing and Leasing Costs
Deferred costs, net consists of debt issuance costs associated with the Credit Facility (as defined in Note 5 — Credit Facility) and deferred leasing costs, net of accumulated amortization. Deferred financing costs relating to the mortgage notes payable (see Note 4 — Mortgage Notes Payable, Net) are reflected net of the related financing on our balance sheet.
Deferred financing costs associated with the Credit Facility and the mortgage notes payable represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized as additional interest expense over the term of the financing agreement on a straight-line basis for the Credit Facility and using effective interest method over the expected term for the mortgage notes payable.
Unamortized deferred financing costs are expensed when the associated debt is refinanced or paid down 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.
Deferred leasing costs consist primarily of lease commissions and payments made to execute new leases and are deferred and amortized over the term of the lease.
Equity-Based Compensation
The Company has a stock-based plan under which its directors, officers and other employees of the Advisor or its affiliates who are involved in providing services to the Company are eligible to receive awards. Awards granted thereunder are accounted for under the guidance for employee share based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such an award is included in equity-based compensation and is recognized in accordance with the service period (i.e., vesting) required or when the requirements for exercise of the award have been met.
Effective at the listing of the Company’s Class A common stock, $0.01 par value per share (“Class A common stock”) on The Nasdaq Global Select Market (“Nasdaq”) on July 19, 2018 (the “Listing Date”), the Company entered into the 2018 OPP under which the LTIP Units were issued to the Advisor. These awards are market-based awards with a related required service period. In accordance with ASC 718, the LTIP Units were valued at their grant date and that value is reflected as a charge to earnings evenly over the service period. Further, in the event of a modification, any incremental increase in the value of the instrument measured on the date of the modification both before and after the modification, will result in an incremental amount to be reflected prospectively as a charge to earnings over the remaining service period. The expense for the LTIP Units is included in the equity-based compensation line item of the consolidated statements of operations.
For additional information on these awards, see Note 12 — Equity-Based Compensation.
Income Taxes
The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the taxable year ended December 31, 2013. The Company believes that, commencing with such taxable year, it has been organized and has operated in a manner so that it qualifies for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner, but can provide no assurance that it will operate in a manner so as to remain qualified as a REIT. To continue to qualify for taxation as a REIT, the Company must distribute annually at least 90% of its REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If the Company continues to qualify for taxation as a REIT, it generally will not be subject to federal corporate income tax on the portion of its REIT taxable income that it distributes to its stockholders. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and properties, as well as federal income and excise taxes on its undistributed income.
The amount of dividends payable to the Company’s stockholders is determined by the board of directors and is dependent on a number of factors, including funds available for distribution, financial condition, capital expenditure requirements, as
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
applicable, and annual distribution requirements needed to qualify and maintain the Company’s status as a REIT under the Code.
Per Share Data
Basic net loss per share of common stock is calculated by dividing net loss by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted net loss per share of common stock considers the effect of potentially dilutive instruments outstanding during such period.
Recently Issued Accounting Pronouncements
Adopted as of January 1, 2018:
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), and has since issued several additional amendments thereto (collectively referred to herein as “ASC 606”). ASC 606 establishes a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Under ASC 606, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. A reporting entity may apply the amendments in ASC 606 using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or a full retrospective approach. The Company adopted this guidance effective January 1, 2018 using the modified retrospective approach, and it did not have an impact on the Company’s consolidated financial statements. The new guidance did not have an impact on the Company’s consolidated financial statements, primarily because the Company’s revenues are being sourced from lease arrangements that are outside the scope of ASC 606 until the new lease standard is adopted.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10), that amends the recognition and measurement of financial instruments. The new guidance revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The Company adopted this guidance effective January 1, 2018 and there was no impact on the Company’s consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company adopted the new guidance beginning in the first quarter of 2018, and it did not have a material impact on the Company’s consolidated statement of cash flows.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which revises the definition of a business. This new guidance is applicable when evaluating whether an acquisition should be treated as either a business acquisition or an asset acquisition. Under the revised guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset or group of similar assets, the assets acquired would not be considered a business. The Company adopted this guidance effective January 1, 2018, and will apply the new rules prospectively. The Company expects, based on historical property acquisitions primarily being treated as asset acquisitions, that in most cases, a future property acquired after adoption will be treated as an asset acquisition rather than a business acquisition, which will result in the capitalization of related transaction costs. The Company has evaluated the impact of this new guidance beginning in the first quarter of 2018, and determined that it did not have a material impact on the Company’s consolidated financial statements. All acquisition costs incurred during the years ended December 31, 2020, 2019 and 2018 were capitalized since our acquisitions during the years were all classified as asset acquisitions.
In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Assets Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which provides guidance related to partial sales of non-financial assets, eliminates rules specifically addressing the sales of real estate, clarifies the definition of in substance non-financial assets, removes the exception to the financial asset derecognition model and clarifies the accounting for contributions of non-financial assets to joint ventures. The Company adopted this guidance effective January 1, 2018 using the modified transition method. Sales of real estate in which the Company loses its controlling interest in the real estate property will result in the full gain amount being
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
recognized at the time of the partial sale. During the years ended December 31, 2020, 2019 or 2018 the Company did not retain any interest in properties in which it sold.
In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The update states that modification accounting should be used unless the fair value of the award, the vesting terms of the award and the classification of the award as either equity or liability, all do not change as a result of the modification. The Company adopted this guidance effective January 1, 2018 and it did not have an impact on the Company’s consolidated financial statements. The Company expects that any future modifications to its issued share-based awards will be accounted for using modification accounting, unless the modification meets all of the exception criteria noted above. As a result, the modification would be treated as an exchange of the original award for a new award, with any incremental fair value being treated as additional compensation cost.
In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting as an amendment and update expanding the scope of Topic 718 (“ASU 2018-07”). ASU 2018-07 specifies that Topic 718 now applies to all share-based payment transactions, even non-employee awards, in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. Under the new guidance, awards to nonemployees are measured on the grant date, rather than on the earlier of the performance commitment date or the date at which the nonemployee’s performance is complete. Also, the awards would be measured by estimating the fair value of the equity instruments to be issued, rather than the fair value of the goods or services received or the fair value of the equity instruments issued, whichever can be measured more reliably. In addition, entities may use the expected term to measure nonemployee awards or elect to use the contractual term as the expected term, on an award-by-award basis. The new guidance was effective for the Company in annual periods beginning after December 15, 2018 and interim periods within those annual periods, however early adoption is permitted. The Company early adopted ASU 2018-07 on July 1, 2018 as it relates to the award made to the Advisor pursuant to the 2018 OPP (see Note 12 — Equity-Based Compensation for additional details).
Adopted as of January 1, 2019:
ASU No. 2016-02 — Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASC 842”), which provides guidance related to the accounting for leases, as well as the related disclosures. For lessors of real estate, leases are accounted for using an approach substantially the same as previous accounting guidance for operating leases and direct financing leases. For lessees, the standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction.
Upon adoption, lessors were allowed a practical expedient, which the Company has elected, by class of underlying assets to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because: (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under this guidance, which is consistent with the Company’s existing policies. Also, upon adoption, companies were allowed a practical expedient package, which the Company has elected, that allowed the Company: (a) to not reassess whether any expired or existing contracts entered into prior to January 1, 2019 are or contain leases; (b) to not reassess the lease classification for any expired or existing leases entered into prior to January 1, 2019 (including assessing sale-leaseback transactions); and (c) to not reassess initial direct costs for any expired or existing leases entered into prior to January 1, 2019. As a result, all of the Company’s existing leases at the time of adoption were classified as operating leases and will continue to be classified as operating leases for their duration, unless modified. Further, any existing leases for which the property is the leased to a tenant in a transaction that at inception was a sale-leaseback transaction will continue to be treated (absent a modification) as operating leases. The Company did not have any leases that would be considered financing leases as of January 1, 2019.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Company assessed the impact of adoption from both a lessor and lessee perspective, which is discussed in more detail below, and adopted the guidance prospectively on January 1, 2019, using a prospective transition approach under which the Company elected to apply the guidance effective January 1, 2019 and not adjust prior comparative reporting periods (except for the Company’s presentation of lease revenue discussed below).
Lessor Accounting
As discussed above, the Company was not required to re-assess the classification of its leases, which are considered operating leases under ASC 842. The following is a summary of the most significant impacts to the Company of the lease accounting guidance, as lessor:
•Since the Company elected the practical expedient noted above to not separate non-lease component revenue from the associated lease component, the Company has aggregated revenue from its lease components and non-lease components (tenant operating expense reimbursements) into one line. The prior period has been conformed to this new presentation.
•Changes in the Company’s assessment of receivables that result in bad debt expense is now required to be recorded as an adjustment to revenue, rather than a charge to bad debt expense. This new classification applies for the first quarter of 2019 and reclassification of prior period amounts is not permitted. At transition on January 1, 2019, after assessing its reserve balances at December 31, 2018 under the guidance, the Company wrote off accounts receivable of $0.1 million and straight-line rents receivable of $0.1 million as an adjustment to the opening balance of accumulated deficit, and accordingly rent for these tenants is currently recorded on a cash basis.
•Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed. Under prior accounting guidance, the recognition would have been deferred.
Lessee Accounting
The Company is a lessee under ground leases for eight properties as of January 1, 2019. The following is a summary of the most significant impacts to the Company of the accounting guidance, as lessee:
•Upon adoption of the standard, the Company recorded ROU assets and lease liabilities equal to $19.3 million for the present value of the lease payments related to its ground leases. These amounts are included in operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheet.
•The Company also reclassified $0.3 million related to amounts previously reported as a straight-line rent liability, $1.1 million, net related to amounts previously reported as above and below market ground lease intangibles and $0.1 million of prepaid rent to the ROU assets. For additional information and disclosures related to these operating leases, see Note 9 — Commitments and Contingencies.
Other Accounting Pronouncements
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This standard simplifies subsequent measurements of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, entities will perform their interim or annual goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge based on the amount that the carrying amount exceeds the reporting unit’s fair value. The loss recognized should not exceed the total goodwill allocated to the reporting unit. The Company adopted early this guidance in 2019 and in connection with the reassessments, goodwill was impaired during the year ended December 31, 2019.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, to better align cash flow and fair value hedge accounting with the corresponding risk management activities. Among other things, the amendments expand which hedging strategies are eligible for hedge accounting, align the timing of recognition of hedge results with the earnings effect of the hedged item and allow companies to include the change in fair value of the derivative in the same income statement line item as the earnings effect of the hedged item. Additionally, for cash flow hedges that are highly effective, the update allows for all changes in fair value of the derivative to be recorded in other comprehensive income. The Company has adopted ASU 2017-12 on January 1, 2019, as required under the guidance, using a modified retrospective transition method and the adoption on January 1, 2019 did not have a material impact on its consolidated financial statements.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Adopted as of January 1, 2020:
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the amended standard requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. The new guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to the financial statements by removing, modifying, and adding certain fair value disclosure requirements to facilitate clear communication of the information required by generally accepted accounting principles. The amended guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements.
Pending Adoption as of December 31, 2020:
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic 815). The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and amends the guidance for the derivatives scope exception for contracts in an entity's own equity. The standard also amends and makes targeted improvements to the related earnings per share guidance. The new standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The standard allows for either modified or full retrospective transition methods. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected over the period March 12, 2020 through December 31, 2022 as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to (i) the assertion that our hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of our derivatives, which will be consistent with our past presentation. The Company will continue to evaluate the impact of the guidance and may apply other elections, as applicable, as additional changes in the market occur.
Note 3 — Real Estate Investments
The following table presents the allocation of assets acquired and liabilities assumed during the years ended December 31, 2020, 2019 and 2018. All acquisitions in 2020, 2019 and 2018 were considered asset acquisitions for accounting purposes.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in thousands)
|
|
2020
|
|
2019
|
|
2018
|
Real estate investments, at cost:
|
|
|
|
|
|
|
Land
|
|
$
|
41,517
|
|
|
$
|
76,610
|
|
|
$
|
61,745
|
|
Buildings, fixtures and improvements
|
|
153,048
|
|
|
288,549
|
|
|
140,151
|
|
Total tangible assets
|
|
194,565
|
|
|
365,159
|
|
|
201,896
|
|
Acquired intangible assets and liabilities: [1]
|
|
|
|
|
|
|
In-place leases
|
|
27,873
|
|
|
66,787
|
|
|
39,978
|
|
Above-market lease assets
|
|
1,786
|
|
|
1,973
|
|
|
1,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below-market lease liabilities
|
|
(3,812)
|
|
|
(4,980)
|
|
|
(1,157)
|
|
Total intangible assets, net
|
|
25,847
|
|
|
63,780
|
|
|
39,876
|
|
Consideration paid for acquired real estate investments, net of liabilities assumed
|
|
$
|
220,412
|
|
|
$
|
428,939
|
|
|
$
|
241,772
|
|
Number of properties purchased
|
|
107
|
|
|
218
|
|
|
130
|
|
__________
[1]Weighted-average remaining amortization periods for in-place leases, above-market lease assets, below-market ground lease asset, and below-market lease liabilities acquired during the year ended December 31, 2020 were 14.8 years, 15.7 years, and 23.5 years, respectively, as of each property’s respective acquisition date.
Total acquired intangible lease assets and liabilities consist of the following as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
(In thousands)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
In-place lease assets
|
|
$
|
430,610
|
|
|
$
|
176,011
|
|
|
$
|
254,599
|
|
|
$
|
424,509
|
|
|
$
|
151,474
|
|
|
$
|
273,035
|
|
Above-market lease assets
|
|
23,635
|
|
|
9,129
|
|
|
14,506
|
|
|
23,666
|
|
|
8,152
|
|
|
15,514
|
|
Total acquired intangible lease assets
|
|
$
|
454,245
|
|
|
$
|
185,140
|
|
|
$
|
269,105
|
|
|
$
|
448,175
|
|
|
$
|
159,626
|
|
|
$
|
288,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Below-market lease liabilities
|
|
$
|
104,758
|
|
|
$
|
26,084
|
|
|
$
|
78,674
|
|
|
$
|
106,435
|
|
|
$
|
22,394
|
|
|
$
|
84,041
|
|
Total acquired intangible lease liabilities
|
|
$
|
104,758
|
|
|
$
|
26,084
|
|
|
$
|
78,674
|
|
|
$
|
106,435
|
|
|
$
|
22,394
|
|
|
$
|
84,041
|
|
The following table presents amortization expenses and adjustments to revenue from tenants and property operating expenses for intangible assets and liabilities for the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
In-place leases, included in depreciation and amortization
|
|
$
|
46,496
|
|
|
$
|
44,795
|
|
|
$
|
54,439
|
|
|
|
|
|
|
|
|
Above-market lease intangibles
|
|
$
|
(2,794)
|
|
|
$
|
(3,375)
|
|
|
$
|
(4,441)
|
|
Below-market lease liabilities
|
|
8,994
|
|
|
10,796
|
|
|
19,989
|
|
Total included in revenue from tenants
|
|
$
|
6,200
|
|
|
$
|
7,421
|
|
|
$
|
15,548
|
|
|
|
|
|
|
|
|
Below-market ground lease asset [1]
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
32
|
|
Above-market ground lease liability [1]
|
|
(1)
|
|
|
(2)
|
|
|
(2)
|
|
Total included in property operating expenses
|
|
$
|
31
|
|
|
$
|
30
|
|
|
$
|
30
|
|
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
__________
[1]Upon adoption of ASC 842 effective January 1, 2019, intangible balances related to ground leases were reclassified to be included as part of the Operating lease right-of-use assets presented on the Company’s consolidated balance sheet with no change to placement of the amortization expense of such balances included in property operating expenses on the Company’s consolidated statements of operations and comprehensive loss. See Note 2 — Summary of Significant Accounting Polices - Recently Issued Accounting Pronouncements for additional information.
The following table provides the projected amortization expenses and adjustments to revenue from tenants for intangible assets and liabilities for the next five years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In thousands)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
In-place leases, to be included in depreciation and amortization
|
|
$
|
36,462
|
|
|
$
|
32,665
|
|
|
$
|
30,385
|
|
|
$
|
27,666
|
|
|
$
|
24,376
|
|
|
|
|
|
|
|
|
|
|
|
|
Above-market lease intangibles
|
|
$
|
2,361
|
|
|
$
|
2,003
|
|
|
$
|
1,755
|
|
|
$
|
1,617
|
|
|
$
|
1,204
|
|
Below-market lease liabilities
|
|
(6,359)
|
|
|
(6,014)
|
|
|
(5,854)
|
|
|
(5,643)
|
|
|
(5,425)
|
|
Total to be included in revenue from tenants
|
|
$
|
(3,998)
|
|
|
$
|
(4,011)
|
|
|
$
|
(4,099)
|
|
|
$
|
(4,026)
|
|
|
$
|
(4,221)
|
|
Real Estate Held for Sale
When assets are identified by management as held for sale, the Company ceases depreciation and amortization of the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets. For additional information on impairment charges, see “Impairment Charges” section below.
As of December 31, 2020, there were no properties classified as held for sale and, as of December 31, 2019, there was one property classified as held for sale. During the year ended December 31, 2020, the Company sold the one property that was held for sale as of December 31, 2019. The disposal of this property did not represent a strategic shift. Accordingly, the operating results of this property remains classified within continuing operations for all periods presented.
The following table details the major classes of assets associated with the properties that have been reclassified as held for sale as of December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
December 31, 2019
|
Real estate investments held for sale, at cost:
|
|
|
|
|
Land
|
|
|
|
$
|
563
|
|
Buildings, fixtures and improvements
|
|
|
|
750
|
|
|
|
|
|
|
Total real estate assets held for sale, at cost
|
|
|
|
1,313
|
|
Less accumulated depreciation and amortization
|
|
|
|
(137)
|
|
Total real estate investments held for sale, net
|
|
|
|
1,176
|
|
|
|
|
|
|
Assets held for sale
|
|
|
|
$
|
1,176
|
|
Real Estate Sales/Exchanges
During the year ended December 31, 2020, the Company sold six properties leased to Truist Bank (formerly known as SunTrust Bank, “Truist Bank”), for an aggregate contract price of $13.3 million, exclusive of closing costs and related mortgage repayments. These sales resulted in aggregate gains of $4.3 million. In addition, the Company recorded a gain on sale of $2.2 million related to a non-monetary exchange of two properties then owned by the Company pursuant to a tenant’s exercise of its right to substitute properties under its lease. These gains are reflected in gain on sale/exchange of real estate investments on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020.
During the year ended December 31, 2019, the Company closed on the sale of 25 properties, including 22 properties leased to Truist Bank, for an aggregate contract price of $131.7 million, exclusive of closing costs. These sales resulted in aggregate gains of $23.7 million, which are reflected in gain on sale of real estate investments on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
During the year ended December 31, 2018, the Company closed on the sale of 44 properties, including 31 properties leased to Truist Bank, which had lease terms that expired between December 31, 2017 and March 31, 2018, for an aggregate contract price of $161.5 million, exclusive of closing costs. These sales resulted in aggregate gains of $31.8 million, which is reflected in gain on sale of real estate investments on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2018.
Real Estate Held for Use
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single-tenant properties (ii) significant or sustained vacancy in the Company’s multi-tenant properties and (iii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. For all of its held for use properties, the Company had reconsidered the projected cash flows due to various performance indicators and where appropriate, and the Company evaluated the impact on its ability to recover the carrying value of such properties based on the expected cash flows over the intended holding period. See “Impairment Charges” below for discussion of specific charges taken.
If a triggering event for held for use single-tenant properties is identified, the Company uses either a market approach or an income approach to estimate the future cash flows expected to be generated.
The market approach involves evaluating comparable sales of properties in the same geographic region as the held for use properties in order to determine an estimated sale price. The Company makes certain assumptions including, among others, that the properties in the comparable sales used in the analysis share similar characteristics to the held for use properties, and that market and economic conditions at the time of any potential sales of these properties, such as discount rates; demand for space; competition for tenants; changes in market rental rates; and costs to operate the property, would be similar to those in the comparable sales analyzed.
Under the income approach, the Company evaluates the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values.
Where more than one possible scenario exists, the Company uses a probability weighted approach. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or additional impairment may be realized in the future.
During the year ended December 31, 2020, the Company owned six held for use properties for which the Company reconsidered their projected cash flows. One of these was a multi-tenant property which was evaluated due to a significant sustained vacancy rate as well as a change in the Company’s expected holding period. Two were single-tenant properties under a definitive purchase and sale agreement (“PSA”) which did not meet the criteria for held for sale treatment as of December 31, 2020. In this instance, the Company used the proportionate contract purchase price from the PSA to estimate the future cash flows expected to be generated in the sale scenario. The Company made certain assumptions in this approach as well, mainly that the sale of these properties would close at the terms specified in the non-binding letter of intent or PSA. Three were single-tenant properties which were vacant.
During the year ended December 31, 2019, the Company owned one held for use single-tenant net lease property leased to Truist Bank, which had lease terms that expired on December 31, 2017 and was vacant.
Impairment Charges
The Company recorded total impairment charges of $12.9 million for the year ended December 31, 2020, $11.5 million of which related to one of its multi-tenant held-for-use properties which was recorded to adjust the property to its fair value as determined by the income approach described above, and $1.4 million of which related to three single-tenant properties, two of which were impaired to adjust the property to their fair value as determined by the income approach described above and one of which was impaired to adjust the property to the contract price of its PSA .
The Company recorded total impairment charges of $0.8 million for the year ended December 31, 2019. This amount is comprised of impairment charges of $0.1 million, which were recorded upon reclassification of properties to assets held for sale to adjust the properties to their fair value less estimated cost of disposal and impairment charges of $0.7 million, which was recorded on one held for use property leased to Truist Bank during the year ended December 31, 2019.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Company recorded total impairment charges of $21.1 million for the year ended December 31, 2018. This amount is comprised of impairment charges of $11.0 million, which were recorded upon reclassification of properties to assets held for sale to adjust the properties to their fair value less estimated cost of disposal and impairment charges of $10.1 million were recorded on 12 (including impairments of $1.7 million on nine properties leased to Truist Bank) the Company’s held for use properties. The majority of the impairment charges on the held for use properties related to two multi-tenant properties.
Tenant Improvements Write-Off
During the second quarter of 2020, a tenant in the health club business at one of the Company’s multi-tenant properties declared bankruptcy and vacated its space while in the process of improving the space. The Company had already reimbursed $0.8 million to the tenant for these improvements. As a result of the tenant’s bankruptcy, improvements being made by the tenant were not paid for and the Company additionally accrued approximately $2.3 million to pay liens on the property by the tenant’s contractors. The Company determined that certain of the improvements no longer had any value in connection with any foreseeable replacement tenant and wrote off approximately $3.1 million which is recorded in depreciation and amortization expense in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020.
Note 4 — Mortgage Notes Payable, Net
The Company’s mortgage notes payable, net as of December 31, 2020 and 2019 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Loan Amount as of
|
|
Effective Interest Rate as of
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
Portfolio
|
|
Encumbered Properties
|
|
2020
|
|
2019
|
|
2020
|
|
Interest Rate
|
|
Maturity
|
|
Anticipated Repayment
|
|
|
|
|
(In thousands)
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Class A-1 Net Lease Mortgage Notes
|
|
95
|
|
$
|
119,084
|
|
|
$
|
120,294
|
|
|
3.83
|
%
|
|
Fixed
|
|
May 2049
|
|
May 2026
|
Class A-2 Net Lease Mortgage Notes
|
|
106
|
|
121,000
|
|
|
121,000
|
|
|
4.52
|
%
|
|
Fixed
|
|
May 2049
|
|
May 2029
|
Total Net Lease Mortgage Notes
|
|
201
|
|
240,084
|
|
|
241,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SAAB Sensis I
|
|
1
|
|
$
|
6,217
|
|
|
$
|
6,660
|
|
|
5.93
|
%
|
|
Fixed
|
|
Apr. 2025
|
|
Apr. 2025
|
Truist Bank II
|
|
15
|
|
9,560
|
|
|
10,860
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
Truist Bank III
|
|
76
|
|
60,952
|
|
|
62,228
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
Truist Bank IV
|
|
10
|
|
3,792
|
|
|
6,626
|
|
|
5.50
|
%
|
|
Fixed
|
|
Jul. 2031
|
|
Jul. 2021
|
Sanofi US I [8]
|
|
1
|
|
125,000
|
|
|
125,000
|
|
|
3.26
|
%
|
|
Fixed [9]
|
|
Sep. 2025
|
|
Sep. 2025
|
Stop & Shop [1]
|
|
4
|
|
45,000
|
|
|
45,000
|
|
|
3.49
|
%
|
|
Fixed
|
|
Jan. 2030
|
|
Jan. 2030
|
Mortgage Loan I [2] [7]
|
|
—
|
|
—
|
|
|
497,150
|
|
|
—
|
%
|
|
n/a
|
|
n/a
|
|
n/a
|
Column Financial Mortgage Notes
|
|
368
|
|
715,000
|
|
|
—
|
|
|
3.79
|
%
|
|
Fixed
|
|
Aug. 2025
|
|
Aug. 2025
|
Shops at Shelby Crossing
|
|
1
|
|
21,677
|
|
|
22,139
|
|
|
4.97
|
%
|
|
Fixed
|
|
Mar. 2024
|
|
Mar. 2024
|
Patton Creek [10]
|
|
1
|
|
34,000
|
|
|
39,147
|
|
|
4.82
|
%
|
|
Variable
|
|
Dec. 2021
|
|
Dec. 2021
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross mortgage notes payable
|
|
735
|
|
1,528,632
|
|
|
1,323,454
|
|
|
4.02
|
%
|
(4)
|
|
|
|
|
|
Deferred financing costs, net of accumulated amortization [5]
|
|
|
|
(38,760)
|
|
|
(15,564)
|
|
|
|
|
|
|
|
|
|
Mortgage premiums and discounts, net [6]
|
|
|
|
926
|
|
|
3,053
|
|
|
|
|
|
|
|
|
|
Mortgage notes payable, net
|
|
|
|
$
|
1,490,798
|
|
|
$
|
1,310,943
|
|
|
|
|
|
|
|
|
|
__________
[1]The prior Stop & Shop loan was refinanced on December 19, 2019 with a new loan (see Stop & Shop Loan section below). In connection with the prior loan, the Company paid prepayment penalties of approximately $2.0 million, which are included in the acquisition, transaction and other costs on the consolidated statement of operations and comprehensive (loss) income.
[2]In connection with repayment a portion of this mortgage note, the Company paid prepayment penalties of $1.6 million in the second quarter of 2019, which are included in the acquisition, transaction and other costs on the consolidated statement of operations and comprehensive (loss) income.
[3]This loan was repaid in connection with the issuance of the Net Lease Mortgage Notes (see definition below) in the second quarter of 2019 and all 39 properties, which were previously encumbered under Mortgage Loan IV were added to the collateral pool for the Net Lease Mortgage Notes. As a result of repaying the loan, remaining unamortized deferred financing costs of $0.8 million were written off, which is included in interest expense in the consolidated statement of operations. Also, the “pay-fixed” interest rate swap agreements related to Mortgage Loan IV were terminated upon repayment (see Note 7 — Derivatives and Hedging Activities), which is included in interest expense in the consolidated statement of operations.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
[4]Calculated on a weighted-average basis for all mortgages outstanding as of December 31, 2020.
[5]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.
[6]Mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.
[7]On July 24, 2020, this mortgage loan was repaid prior to its maturity with a portion of the proceeds from a $715 million loan secured by 368 properties (see “Loan Agreement With Column Financial” section below for additional information).
[8]On September 4, 2020 this mortgage loan was refinanced (see “New Sanofi Loan Agreement” section below).
[9]Mortgage is fixed by an interest rate swap agreement (see “New Sanofi Loan Agreement” section below).
[10]On December 1, 2020, this mortgage loan was refinanced (see “New Patton Creek Loan Agreement” section below).
As of December 31, 2020 and 2019, the Company had pledged $2.8 billion and $2.5 billion, respectively, in real estate investments, at cost as collateral for its mortgage notes payable. This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable on the properties. In addition, as of December 31, 2020, $1.1 billion in real estate investments were included in the unencumbered asset pool comprising the borrowing base under the Credit Facility (see Note 5 — Credit Facility for definition). Therefore, this real estate is only available to serve as collateral or satisfy other debts and obligations if it is first removed from the borrowing base under the Credit Facility.
The following table summarizes the scheduled aggregate principal payments on mortgage notes payable based on anticipated repayment dates for the five years subsequent to December 31, 2020 and thereafter:
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Future Principal Payments
|
2021
|
|
$
|
110,471
|
|
2022
|
|
2,311
|
|
2023
|
|
2,643
|
|
2024
|
|
22,287
|
|
2025
|
|
845,771
|
|
Thereafter
|
|
545,149
|
|
|
|
$
|
1,528,632
|
|
The Company’s mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of December 31, 2020, the Company was in compliance with financial covenants under its mortgage notes payable agreements.
New Patton Creek Loan Agreement
On December 1, 2020, the Company, through a wholly owned subsidiary, refinanced the mortgage loan with Column Financial. The loan is secured by the Company’s Patton Creek multi-tenant property in Alabama. In connection with the refinancing, the Company paid $7.3 million in cash on hand to reduce the principal balance outstanding to $34.0 million and paid for closing fees of $2.8 million. The loan bears interest at a floating interest rate of one-month LIBOR plus 4.25%. The loan is interest-only with the principal due at maturity on December 6, 2021. Beginning on this initial maturity date, the floating interest rate will increase to one-month LIBOR plus 5.25% if the Company exercises its option to extend the loan past its initial maturity to December 6, 2022. In conjunction with this refinancing, the Company entered into an interest cap agreement for a notional amount of $34.0 million. The Company has elected to treat the interest rate cap as a non-designated derivative instrument, and the changes in the fair value of the cap will be accounted for as a mark-to-market adjustment in the consolidated statement of operations and comprehensive loss in each reporting period (see Note 7 — Derivatives and Hedging Activities for more information).
New Sanofi Loan Agreement
On September 4, 2020, the Company, through a wholly owned subsidiary, borrowed $125.0 million from a syndicate of regional banks led by BOK Financial. The syndicated balance sheet loan is secured by three of the Company’s single-tenant buildings located in Bridgewater, New Jersey that serve as the U.S. headquarters for Sanofi US Services Inc. At closing, all net proceeds from the loan and approximately $2.6 million in cash on hand were used to repay the previously outstanding mortgage indebtedness encumbering the property, which included a $0.5 million defeasance fee reflected in acquisition and transaction costs on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. The loan bears interest at a floating interest rate of one-month LIBOR plus 2.9%, with the effective interest rate fixed at 3.27% by a swap agreement which was effective on October 13, 2020. The loan is interest-only with the principal due at maturity on September 4, 2025. The Company may prepay the loan in whole or in part at any time subject to applicable prepayment penalties.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
In conjunction with this refinance, the Company was approached by the former owners of the Sanofi property regarding the release of a pre-acquisition escrow account of approximately $1.7 million associated with tenant improvements at the property which would not otherwise have been released until 2027. In exchange for permitting the early release of the escrow, the Company received approximately half of the balance, or $0.8 million, which is reflected in “Other Income” on our consolidated statement of comprehensive income. The Sanofi property was acquired in 2014.
Loan Agreement with Column Financial
On July 24, 2020, the Company, through wholly owned subsidiaries, entered into a loan agreement with Column Financial, Inc. for a $715.0 million loan. The loan is secured by, among other things, a first mortgage on 368 single-tenant properties located in 41 states and the District of Columbia, totaling approximately 7.1 million square feet. The loan agreement permits the lender to either securitize the loan or any portion thereof or bifurcate the loan into a senior mortgage loan and a subordinate mezzanine loan.
The loan bears interest at a fixed rate of 3.743% and matures on August 6, 2025. The loan requires payments of interest only, with the principal balance due on the maturity date. The loan may be prepaid at any time, in whole or in part, subject to payment of a yield maintenance premium for any prepayments made prior to April 6, 2025. The loan agreement also contains provisions pursuant to which, subject to certain conditions and limitations, mortgaged properties may be released or replaced and provisions related to circumstances under which all rent and other revenue received from the mortgaged properties will be directly deposited into a bank account controlled by the lender and used to pay obligations under the loan.
At closing, of the approximately $697.1 million of net proceeds from the loan after fees and expenses, $696.2 million was used to repay $499.0 million for a mortgage loan originally due September 2020 bearing an interest rate of 4.36% per annum, and the remainder was used to repay outstanding amounts under the Credit Facility.
Of the 368 single-tenant properties securing the new loan, 223 were previously held as collateral under the mortgage loan originally due September 2020, and all but one of the remaining properties were previously part of the borrowing base under the Credit Facility.
The loan is nonrecourse to the borrowers, except for certain enumerated recourse liabilities of the borrowers under the loan agreement, which the OP has guaranteed pursuant to a limited recourse guaranty in favor of the lender. The guaranty also requires the OP to maintain a minimum net worth of $1.0 billion. In addition, the OP and the borrowers have indemnified the lender, pursuant to an environmental indemnity agreement, against certain environmental liabilities.
Stop & Shop Loan
On December 18, 2019, subsidiaries of the Company entered into a loan agreement (“Stop & Shop Loan”) with Morgan Stanley Bank, N.A., for a principal amount of $45.0 million at a fixed interest rate of 3.445% per annum. The Stop & Shop Loan requires monthly interest-only payments, with the principal balance due on the maturity date in January 2030 and is secured by mortgage interests in four of the Company’s properties, three of which are located in the state of Massachusetts, totaling approximately 0.3 million square feet. The Stop & Shop Loan permits the lender to securitize the loan or any portion thereof.
Net Lease Mortgage Notes
On May 30, 2019, subsidiaries of the Company completed the issuance of $242.0 million aggregate principal amount of Net Lease Mortgage Notes (the “Net Lease Mortgage Notes”), in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Net Lease Mortgage Notes have been issued using a master trust structure, which enables additional series of notes to be issued upon the contribution of additional properties to the collateral pool without the need to structure a new securitization transaction. Any new notes that are so issued will be cross collateralized with the current Net Lease Mortgage Notes.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Net Lease Mortgage Notes were issued in two classes, Class A-1 (the “Class A-1 Net Lease Mortgage Notes”) and Class A-2 (the “Class A-2 Net Lease Mortgage Notes”). The Class A-1 Net Lease Mortgage Notes are rated AAA (sf) by Standard & Poor’s and had an initial principal amount of $121.0 million with an anticipated repayment date in May 2026 and an interest rate of 3.78% per annum. The Class A-2 Net Lease Mortgage Notes are rated A (sf) by Standard & Poor’s and had an initial principal amount of $121.0 million with an anticipated repayment date in May 2029 and an interest rate of 4.46% per annum. The Class A-1 Net Lease Mortgage Notes require interest and principal amortization payments until the applicable anticipated repayment date. The Class A-2 Net Lease Mortgage Notes are interest-only until June 2020, when principal amortization payments are required until the applicable anticipated repayment date. The Net Lease Mortgage Notes are collectively currently amortizing at a rate of approximately 0.5% per annum. The Net Lease Mortgage Notes may be redeemed at any time prior to their anticipated repayment date subject to payment of a make-whole premium. If any class of Net Lease Mortgage Notes is not paid in full at its respective anticipated repayment date, additional interest will begin to accrue on those Net Lease Mortgage Notes. The Net Lease Mortgage Notes have a rated final payment date in May 2049.
As of December 31, 2020, the collateral pool for the Net Lease Mortgage Notes was comprised of 201 of the Company’s double- and triple-net leased single-tenant properties that had been transferred to the subsidiaries of the Company that issued the Net Lease Mortgage Notes, together with the related leases and certain other rights and interests. The net proceeds from the sale of the Net Lease Mortgage Notes were used to repay $204.9 million in indebtedness related to 192 of the properties then in the collateral pool securing the Net Lease Mortgage Notes, and approximately $37.1 million of the remaining net proceeds were available to the Company for general corporate purposes, including to fund acquisitions. At closing, the Company repaid mortgage notes of $29.9 million previously secured by 39 individual properties and repaid $175.0 million in outstanding borrowings under the Credit Facility. The Company removed 153 of its properties from the borrowing base under the Credit Facility to serve as part of the collateral pool for the Net Lease Mortgage Notes in connection with this repayment and added ten recently acquired properties to the collateral pool securing the Net Lease Mortgage Notes.
The subsidiaries of the Company may release or exchange properties from the collateral pool securing the Net Lease Mortgage Notes subject to various terms and conditions, including paying any applicable make-whole premium and limiting the total value of properties released or exchanged to not more than 35% of the aggregate collateral value. These conditions, including the make-whole premium, do not apply under certain circumstances, including a prepayment in an aggregate amount of up to 35% of the initial principal balance if the prepayment is funded with proceeds from qualifying deleveraging events, such as a firm commitment underwritten registered public equity offering by the Company that generates at least $75.0 million in net proceeds, that occur following June 2021.
The Net Lease Mortgage Notes have two debt service coverage ratio tests. If the monthly debt service coverage ratio falls below 1.3x and is not cured, cash flow that would be available to pay certain subordinated expenses or be released to the Company will instead be deposited into a reserve account. If the three-month average debt service coverage ratio falls below 1.2x and is not cured, all remaining cash flow after payments of interest on the Net Lease Mortgage Notes will be applied to pay principal on the Net Lease Mortgage Notes (first on the Class A-1 Net Lease Mortgage Notes and then on the Class A-2 Net Lease Mortgage Notes).
Note 5 — Credit Facility
On April 26, 2018, the Company repaid its prior revolving unsecured corporate credit facility in full and entered into (the “Credit Facility”) with BMO Harris Bank, N.A. (“BMO Bank”) as administrative agent, Citizens Bank, N.A. and SunTrust Robinson Humphrey, Inc., as joint lead arrangers, and the other lenders from time to time party thereto. In September 2018, the lenders under the Credit Facility increased the aggregate total commitments under the Credit Facility by $125.0 million, bringing total commitments to $540.0 million. On July 24, 2020, the Company, through the OP as the borrower thereunder, entered into an amendment to the Credit Facility with BMO Bank, as administrative agent, and the other lenders party thereto. The amendment became effective as of April 1, 2020 and is designed to provide the Company with additional flexibility during the period from April 1, 2020 through March 31, 2021 (the “Adjustment Period”) to continue addressing the adverse impacts of the COVID-19 pandemic. The amendment revises specific provisions in the Credit Facility governing: (i) the payment of dividends; (ii) leverage coverage; (iii) borrowing availability; (iv) fixed charge coverage; (v) the interest rate; and (vi) acquisitions. These revisions, which are generally incorporated into the description below, are generally only effective during the Adjustment Period, after which the previously effective terms of the Credit Facility will be reinstated.
The Credit Facility includes an uncommitted “accordion feature” whereby, upon the request of the OP, but at the sole discretion of the participating lenders, the commitments under the Credit Facility may be increased by up to an additional $500.0 million, subject to obtaining commitments from new lenders or additional commitments from participating lenders and
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
certain customary conditions. As of December 31, 2020, the Company had increased its commitments through this accordion feature by $125.0 million, leaving $375.0 million of potential increase remaining.
The amount available for future borrowings under the Credit Facility is based on the lesser of (i) 60% of the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, and (ii) a maximum amount of total unsecured indebtedness that could be incurred while maintaining a minimum unsecured interest coverage ratio with respect to the borrowing base, in each case, as of the determination date. During the Adjustment Period (a) the value of all eligible unencumbered real estate assets comprising the borrowing base purchased through June 30, 2020 will generally be reduced by 10%, and (b) the minimum unsecured interest coverage ratio required to be maintained by the eligible unencumbered real estate assets comprising the borrowing base was decreased during the fiscal quarter ended June 30, 2020 and will be increased during the other fiscal quarters of the Adjustment Period. As of December 31, 2020, the Company had a total borrowing capacity under the Credit Facility of $406.9 million based on the value of the borrowing base under the Credit Facility and of this amount, $280.9 million was outstanding under the Credit Facility as of December 31, 2020 and $126.0 million remained available for future borrowings.
During the Adjustment Period, (i) all properties acquired with proceeds from the borrowings under the Credit Facility must be added to the borrowing base, and (ii) the Company is prohibited from acquiring any multi-tenant properties and from making certain other investments. Following the amendment in July 2020, the Company is also restricted from using proceeds from borrowings under the Credit Facility to accumulate or maintain cash or cash equivalents in excess of amounts necessary to meet current working capital requirements, as determined in good faith by the OP.
In addition, in accordance with the Credit Facility, in order for the Company to make payments required to fund certain share repurchases, the Company would be required to satisfy a maximum leverage ratio after giving effect to the payments and also have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $40.0 million. During the Adjustment Period, the Company is not permitted to repurchase shares by tender offer or otherwise.
The Credit Facility requires payments of interest only. The maturity date of the Credit Facility is April 26, 2022 and the Company has a one-time right, subject to customary conditions, to extend the maturity date for an additional term of one year to April 26, 2023. Borrowings under the Credit Facility bear interest at either (i) the Base Rate (as defined in the Credit Facility) plus an applicable spread ranging from 0.60% to 1.20%, depending on the Company’s consolidated leverage ratio, or (ii) LIBOR plus an applicable spread ranging from 1.60% to 2.20%, depending on the Company’s consolidated leverage ratio. Pursuant to the amendment to the Credit Facility in July 2020, from July 24, 2020 until delivery of the compliance certificate for the fiscal quarter ending June 30, 2021, the margin will be 1.5% with respect to the Base Rate and 2.5% with respect to LIBOR regardless of the Company’s consolidated leverage ratio, and the “floor” on LIBOR was increased from 0.00% to 0.25%. As of December 31, 2020 the Company has elected to use the LIBOR rate for all its borrowings under the Credit Facility. As of December 31, 2020 and December 31, 2019, the weighted-average interest rate under the Credit Facility was 2.79% and 3.80%, respectively.
In July 2017, the Financial Conduct Authority (which regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. On November 30, 2020, the Financial Conduct Authority announced a partial extension of this deadline, indicating its intention to cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. The Company is not able to predict when LIBOR may be limited or discontinued or when there will be sufficient liquidity in the SOFR market. The Company is monitoring and evaluating the risks related to potential changes in LIBOR availability, which include potential changes in interest paid on debt and amounts received and paid on interest rate swaps. In addition, the value of debt or derivative instruments tied to LIBOR could also be impacted when LIBOR is limited or discontinued and contracts must be transitioned to a new alternative rate. In some instances, transitioning to an alternative rate may require negotiation with lenders and other counterparties and could present challenges. To transition from LIBOR under the Credit Facility, the Company will either utilize the Base Rate (as defined in the Credit Facility) or an alternative benchmark established by the agent in accordance with the terms of the Credit Facility, which will be SOFR if available or an alternate benchmark that is being widely used in the market at that time as selected by the agent.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Credit Facility contains various customary operating covenants, including the restricted payments covenant described in more detail below, as well as covenants restricting, among other things, the incurrence of liens, investments, fundamental changes, agreements with affiliates and changes in nature of business. The Credit Facility also contains financial maintenance covenants with respect to maximum consolidated leverage, maximum consolidated secured leverage, minimum fixed charge coverage, maximum other recourse debt to total asset value, and minimum net worth. During the Adjustment Period, the calculation of Total Asset Value (as defined in the Credit Facility) - which serves as the basis for the denominator used to calculate the maximum consolidated leverage, maximum consolidated secured leverage and maximum other recourse debt to total asset value financial maintenance covenants in the Credit Facility - will be adjusted such that the value ascribed to the Company’s multi-tenant properties purchased through June 30, 2020 will generally be decreased by 10.0% for the duration of the Adjustment Period. During the Adjustment Period, the minimum fixed charge coverage ratio financial maintenance covenant in the Credit Facility will be decreased. Additionally, during the Adjustment Period, the OP must maintain, as of the end of each month starting with June 2020, a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $100.0 million.
Pursuant to the Credit Facility, the Company may not pay distributions, including cash dividends on equity securities (including the Company’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) and 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series C Preferred Stock”)) in an aggregate amount exceeding 95% of MFFO (as defined in the Credit Facility) for any look-back period of four consecutive fiscal quarters without seeking consent from the lenders under the Credit Facility. On November 9, 2019, the Company entered into an amendment to the Credit Facility which permits the Company to pay distributions in an aggregate amount not exceeding 105% of MFFO for any applicable period if, as of the last day of the period, the Company is able to satisfy a maximum leverage ratio after giving effect to the payments and also has a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $60.0 million. During the Adjustment Period the Company is generally permitted to pay distributions up to 105% of annualized MFFO for a look-back period of two consecutive fiscal quarters for the fiscal quarter ending December 31, 2020 and a look-back period of three consecutive fiscal quarters for the fiscal quarter ending March 31, 2021 if, as of the last day of the period, after giving effect to the payment of those dividends and distributions, the Company has a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $125.0 million. If this level of liquidity is not maintained, the applicable threshold percentage of MFFO will be 95% instead of 105%. If applicable, during the continuance of an event of default under the Credit Facility, the Company may not pay dividends or other distributions in excess of the amount necessary for the Company to maintain its status as a REIT.
As of December 31, 2020, the Company was in compliance with the operating and financial covenants under the Credit Facility.
Note 6 — Fair Value Measurements
Fair Value Hierarchy
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred sources of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets and liabilities. The Company’s policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the end of the reporting period. There were no transfers between levels of the fair value hierarchy during the years ended December 31, 2020 and 2019.
Financial Instruments Measured at Fair Value on a Recurring Basis
Derivative Instruments
The Company’s derivative instruments are measured at fair value on a recurring basis. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivatives valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.
Real Estate Investments Measured at Fair Value on a Non-Recurring Basis
Real Estate Investments - Held for Sale
The Company has had impaired real estate investments classified as held for sale (see Note 3 — Real Estate Investments for additional information on impairment charges recorded by the Company). There were no impaired real estate investments held for sale as of December 31, 2020 and 2019. The carrying value of impaired real estate investments held for sale on the consolidated balance sheet represents their estimated fair value less cost to sell. Impaired real estate investments held for sale are generally classified in Level 3 of the fair value hierarchy.
Real Estate Investments - Held for Use
The Company has had impaired real estate investments that were classified as held for use at the time of impairment (see Note 3 — Real Estate Investments for additional information on impairment charges incurred by the Company). The carrying value of these held for use impaired real estate investments on the consolidated balance sheet represents their estimated fair value at the time of impairment. The Company primarily uses a market approach to estimate future cash flows expected to be generated. Impaired real estate investments which are held for use are generally classified in Level 3 of the fair value hierarchy.
Financial Instruments that are not Reported at Fair Value
The carrying value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and dividends payable approximates their fair value due to their short-term nature.
As of December 31, 2020, the fair value of advances to the Company under the Credit Facility was $278.8 million due to the widening of the credit spreads during the current period. These advances had a carrying value of $280.9 million as of December 31, 2020. As of December 31, 2019, the $333.1 million carrying value of advances under the Credit Facility approximated their fair value. The fair value of advances under the Credit Facility are based on estimates of market credit spreads and interest rates. This approach relies on unobservable inputs and therefore is classified as Level 3 in the fair value hierarchy. The carrying value of the Company’s mortgage notes payable as of December 31, 2020 and 2019 were $1.5 billion and $1.3 billion, respectively, and the fair value of the Company’s mortgage notes payable were $1.6 billion and $1.3 billion, respectively. The fair value of gross mortgage notes payable is based on estimates of market interest rates. This approach relies on unobservable inputs and therefore is classified as Level 3 in the fair value hierarchy.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 7 — Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its related parties may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
The Company entered into an interest rate swap on September 1, 2020 for a notional amount of $125.0 million, which became effective on October 13, 2020, in order to fix the interest rate on a mortgage loan that was refinanced in September 2020 (see Note 4 — Mortgage Notes Payable for additional information). The interest rate swap fixes interest on the mortgage at an effective interest rate of 3.26% and expires in July 2026. Additionally, in conjunction with the refinancing of a mortgage loan in December 2020, the Company entered into an interest rate cap agreement for a notional amount of $34.0 million. The fair value of this interest rate cap is insignificant and therefore is not shown on the consolidated balance sheet as of December 31, 2020 (see Note 4 — Mortgage Notes Payable for additional information).
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the accompanying consolidated balance sheets as of December 31, 2020. The Company did not have any derivative instruments outstanding as of December 31, 2019 due to the termination of its interest rate swaps after the repayment of certain mortgages during the third quarter of 2019 (see Note 4 — Mortgage Notes Payable, Net for additional information).
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(In thousands)
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Balance Sheet Location
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|
December 31, 2020
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|
Derivatives designated as hedging instruments:
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|
|
|
|
|
Interest Rate “Pay-fixed” Swaps
|
|
Derivative liabilities, at fair value
|
|
$
|
123
|
|
|
|
|
|
|
|
|
|
|
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|
|
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
Effective January 1, 2019 and upon adoption of ASU No. 2017-12 (see Note 2 — Summary of Significant Accounting Policies), all of the changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive loss (“AOCI”) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction impacts earnings. Prior to January 1, 2019, the ineffective portion of the change in fair value of the derivatives was recognized directly in earnings. During the years ended December 31, 2020, 2019 and 2018, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that $0.2 million will be reclassified from other comprehensive loss as an increase to interest expense.
Additionally, during the year ended December 31, 2019, the Company accelerated the reclassification of amounts in other comprehensive income to earnings because it became probable that the hedged forecasted amounts would not occur. This acceleration resulted in a loss of $1.5 million during the year ended December 31, 2019, which is included in interest expense in the consolidated statement of operations and comprehensive loss.
As of December 31, 2020 the Company had the following derivatives that were designated as cash flow hedges of interest rate risk:
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
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|
|
December 31, 2020
|
Interest Rate Derivative
|
|
|
|
|
|
Number of
Instruments
|
|
Notional Amount
|
|
|
|
|
|
|
|
|
(In thousands)
|
Interest Rate “Pay-fixed” Swaps
|
|
|
|
|
|
1
|
|
$
|
125,000
|
|
The table below details the location in the consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2020, 2019 and 2018, respectively:
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|
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Year Ended December 31,
|
(In thousands)
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|
2020
|
|
2019
|
|
2018
|
Amount of loss recognized in AOCI on interest rate derivatives [1]
|
|
$
|
(174)
|
|
|
$
|
(979)
|
|
|
$
|
(670)
|
|
Amount of loss reclassified from AOCI into income as interest expense
|
|
$
|
(51)
|
|
|
$
|
(36)
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|
|
$
|
(125)
|
|
Amount of gain recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)
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|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
81
|
|
Total interest expense recorded in the consolidated statement of operations and comprehensive loss
|
|
$
|
78,467
|
|
|
$
|
77,994
|
|
|
$
|
66,789
|
|
__________
[1] Excludes a loss of $1.5 million in the Company’s consolidated statements of operations for the year ended December 31, 2019 recorded upon termination of its interest rate swaps after the repayment of certain mortgages (see Note 4 — Mortgage Notes Payable, Net for additional information).
Non-Designated Hedges
These derivatives are used to manage the Company’s exposure to interest rate movements, but do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. The Company recorded a loss on non-designated hedging relationships of $9,000 during the year ended December 31, 2020. The Company did not record any gains or losses during the years ended December 31, 2019 and 2018 since the Company did not have any derivatives that were not designated as hedges of in qualifying hedging relationships during those years.
As of December 31, 2020 the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships.
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|
|
|
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|
|
December 31, 2020
|
|
|
Interest Rate Derivative
|
|
Number of
Instruments
|
|
Notional Amount
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
Interest Rate Cap
|
|
1
|
|
$
|
34,000
|
|
|
|
|
|
Offsetting Derivatives
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2020. The Company did not have any derivatives outstanding as of December 31, 2019. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets.
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Gross Amounts Not Offset on the Balance Sheet
|
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|
(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
|
December 31, 2020
|
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 8 — Stockholders’ Equity and Non-Controlling Interest
Common Stock
As of December 31, 2020 and 2019, the Company had 108.8 million and 108.5 million shares, respectively, of Class A common stock outstanding including restricted shares of Class A common stock (“restricted shares”) and excluding LTIP Units. LTIP Units may ultimately be convertible into shares of Class A common stock in the future.
Listing of the Company’s Common Stock
To address the potential for selling pressure that may have existed at the outset of listing, the Company listed only shares of its Class A common stock, which represented approximately 50% of its outstanding shares of common stock, on Nasdaq on the Listing Date. The Company’s two other classes of outstanding stock at the time of the Listing were Class B-1 common stock, which comprised approximately 25% of the Company’s outstanding shares of common stock at that time, and Class B-2 common stock, which comprised approximately 25% of the Company’s outstanding shares of common stock at that time. In accordance with their terms, all shares of Class B-1 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on October 10, 2018 and all shares of Class B-2 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on January 9, 2019. Fractional shares of Class B-2 common stock totaling approximately 19,870 shares were repurchased at a price of $13.78 per share by the Company as a result of the automatic conversion. Each share of Class B-1 common stock and Class B-2 common stock was otherwise identical to each share of Class A common stock in all other respects, including the right to vote on matters presented to the Company’s stockholders, and shares of all different classes of common stock received the same dividends while there were different classes of common stock outstanding.
Prior to Listing, the Company published an annual estimated net asset value per share of the Company’s common stock (“Estimated Per-Share NAV”) which was the price at which the Company sold its shares under the Pre-Listing DRIP (as defined below) and repurchased shares under the SRP (as defined below). Following the Listing, the Company’s previously published Estimated Per-Share NAV was no longer applicable, and the Company no longer publishes Estimated Per-Share NAV.
Related to the Listing, the Company incurred fees of $5.0 million for the year ended December 31, 2018 for financial advisory and other transaction related costs.
Corporate Actions
In order to effect the Listing described above, the Company took the following corporate actions on July 3, 2018:
•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.
As a result of the corporate actions described above, the number of outstanding shares in total, and on a weighted-average basis for earnings per share purposes, remained the same with the exception of any fractional shares that were repurchased or forfeited as a result of the reverse stock split.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The table below provides details of the Company’s outstanding shares of common stock as of June 30, 2018 (prior to the Listing) and December 31, 2018:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018 (prior to the Listing)
|
|
As of December 31, 2018
|
|
|
Shares Outstanding
|
|
Class A Common Stock
|
|
Class B-2 Common Stock
|
|
Shares Outstanding
|
Shares of common stock [1]
|
|
105,049,705
|
|
|
78,749,079
|
|
|
26,262,477
|
|
|
105,011,556
|
|
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
|
|
|
134,025
|
|
|
2,209
|
|
|
136,234
|
|
Total
|
|
105,058,793
|
|
|
79,966,215
|
|
|
26,264,686
|
|
|
106,230,901
|
|
__________
[1]See “Corporate Actions” above for a description of the reverse stock split and classification of shares as Class A common stock, Class B-1 common stock and Class B-2 common stock. Fractional shares of Class A common stock totaling 18,460 were repurchased by the Company as a result of the reverse stock split. In accordance with their terms, all shares of Class B-1 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on October 10, 2018. As a result of this conversion, on October 10, 2018, all fractional shares of Class B-1 common stock totaling approximately 19,945 shares were repurchased by the Company. Amount at June 30, 2018 included 8,888 shares of common stock owned by American Finance Special Limited Partner, LLC (the “Special Limited Partner”). During the second half of 2018, 4,444 shares of Class A common stock owned by the Special Limited Partner were distributed to individual members of the entity and, as a result, the Special Limited Partner owned 2,222 shares of Class A common stock and 2,222 shares of Class B-2 common stock as of December 31, 2018.
[2]The performance-based restricted, forfeitable partnership units of the OP designated as “Class B Units” (“Class B Units”) vested and were converted into an equal number of units of limited partnership designated as “Class A Units” (“Class A Units”). In addition, effective at the Listing following this conversion and as approved by the Company’s board of directors, these Class A Units were redeemed for an equal number of newly issued shares of Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP (see Note 10 — Related Party Transactions and Arrangements for additional information).
[3]Following the Listing, all of the shares of Class A common stock, Class B-1 common stock and Class B-2 common stock owned by the Advisor and its affiliates (including the Special Limited Partner) were distributed pro rata to the individual members of those entities, including Edward M. Weil, Jr., the Company’s chairman and chief executive officer.
[4]Pursuant to the redemption provisions contained in the agreement of limited partnership of the OP, holders of Class A Units may redeem all or a portion of their Class A Units for, at the Company’s election, either shares of Class A common stock or the cash equivalent thereof. 203,612 Class A Units were eligible for redemption after the Listing. On July 20, 2018, 30,691 Class A Units held by the Special Limited Partner and another affiliate of the Advisor were redeemed for an equal number of newly issued shares of Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP.
[5]Fractional unvested restricted shares of common stock (“restricted shares”) held by the Company’s independent directors totaled approximately seven, and these fractional shares were forfeited in connection with the reverse stock split effected prior to the Listing. Also, during the three months ended September 30, 2018, the Company issued 127,402 restricted shares in the aggregate to members of the Company’s board of directors (see Note 12 — Equity-Based Compensation).
Tender Offers
On February 15, 2018, in response to an unsolicited offer to the Company’s stockholders to purchase 1,000,000 shares of the Company’s common stock at a price of $13.66 per share, the Company commenced a tender offer for up to 1,000,000 shares at a price of $14.35 per share (the “February Offer”). The Company made the February Offer in order to deter an unsolicited bidder and other potential future bidders that might have tried to exploit the illiquidity of the Company’s then unlisted common stock. In accordance with the terms of the February Offer, which expired on March 27, 2018, the Company accepted for purchase 483,716 shares for a total cost of approximately $6.9 million, excluding fees and expenses relating to the February Offer.
On May 1, 2018, in response to an unsolicited offer to the Company’s stockholders to purchase 1,000,000 shares of the Company’s common stock at a price of $15.35 per share, the Company commenced a tender offer for up to 1,000,000 shares at a price of $15.45 per share (the “May Offer”). The Company made the May Offer in order to deter an unsolicited bidder and other potential future bidders that might have tried to exploit the illiquidity of the Company’s then unlisted common stock. In accordance with the May Offer, which expired on May 31, 2018, the Company accepted for purchase 207,713 shares for a total cost of approximately $3.2 million, excluding fees and expenses relating to the May Offer.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Terminated Share Repurchase Program
In anticipation of the Listing, the Company’s board of directors terminated the Company’s previous share repurchase program (the “SRP”) in accordance with its terms, effective June 30, 2018. The Company’s board of directors had previously authorized the Company to repurchase shares pursuant to the SRP, which permitted investors to offer to sell their shares back to the Company at a price based on the then-current Estimated Per-Share NAV after they held them for at least one year, subject to certain conditions and limitations. The Company repurchased shares on a semiannual basis, at the sole discretion of the Company’s board of directors, with respect to each six-month period ending June 30 and December 31.
When a stockholder requested repurchases and the repurchases were approved, the Company reclassified such an obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased had the status of authorized but unissued shares.
The following table summarizes the repurchases of shares under the SRP cumulatively through the SRP termination date of June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Weighted-Average Price per Share
|
Cumulative repurchases as of December 31, 2014
|
|
303,907
|
|
|
$
|
24.01
|
|
Year ended December 31, 2015
|
|
1,769,738
|
|
|
24.13
|
|
Year ended December 31, 2016
|
|
7,854
|
|
|
24.17
|
|
Year ended December 31, 2017
|
|
1,225,365
|
|
[1]
|
23.71
|
|
Year ended December 31, 2018
|
|
412,939
|
|
[2]
|
23.37
|
|
Cumulative repurchases as of December 31, 2018
|
|
3,719,803
|
|
|
23.90
|
|
_________
[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. Also, in July 2017, following the effectiveness of an amendment and restatement of the SRP pursuant to which only repurchase requests made following the death or qualifying disability of a stockholder were eligible for repurchase, 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 December 31, 2017. No repurchases were made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP. At the time the SRP was terminated in anticipation of the Listing, effective June 30, 2018, we had received repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2018 to June 30, 2018 with respect to 0.6 million shares that were therefore not repurchased.
[2]During January 2018, the Company repurchased 412,939 shares for approximately $9.7 million at a price of $23.37 per share equal to the then current Estimated Per-Share NAV.
Distribution Reinvestment Plan
On June 29, 2018, the Company announced that its board of directors had suspended the Company’s then effective distribution reinvestment plan (the “Pre-Listing DRIP”) effective June 30, 2018. As a result, all dividends paid for the month of June 2018 were paid in cash in July 2018. Prior to its suspension, the Company’s stockholders were able to elect to reinvest dividends by purchasing shares of common stock from the Company at the applicable Estimated Per-Share NAV. On the Listing Date, an amendment and restatement of the Pre-Listing DRIP approved by the Company’s board of directors became effective (as so amended and restated, the “Post-Listing DRIP”).
Commencing with the dividend paid on August 3, 2018 (the first dividend paid following the Listing Date), the Company’s stockholders that have elected to participate in the Post-Listing DRIP may have dividends payable with respect to all or a portion of their shares of the Company’s common stock (including Class A common stock, Class B-1 common stock, prior to its automatic conversion in Class A common stock on October 10, 2018, and Class B-2 common stock, prior to its automatic conversion in Class A common stock on January 9, 2019) reinvested in shares of Class A common stock. Shares issued pursuant to the Post-Listing DRIP represent shares that are, at the election of the Company, either (i) acquired directly from the Company, which would issue new shares, at a price based on the average of the high and low sales prices of Class A common stock on Nasdaq on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with all participants’ reinvested dividends for the related quarter, less a per share processing fee. During 2020, 2019 and 2018, all shares acquired by participants pursuant to the Post-Listing DRIP were acquired through open market purchases by the plan administrator and not acquired directly from the Company.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Shares issued pursuant to the Pre-Listing DRIP or the Post-Listing DRIP are recorded within stockholders’ equity in the accompanying consolidated balance sheets in the period dividends are declared. During the years ended December 31, 2020 and 2019, no shares of common stock were issued pursuant to the Post-Listing DRIP and during the year ended December 31, 2018, approximately 1.0 million shares of common stock were issued by the Company pursuant to the Pre-Listing DRIP, and no shares were issued by the Company pursuant to the Post-Listing DRIP.
ATM Program — Class A Common Stock
In May 2019, the Company established an “at the market” equity offering program for Class A common stock (the “Class A Common Stock ATM Program”), pursuant to which the Company may from time to time, offer, issue and sell to the public up to $200.0 million in shares of Class A common stock, through sales agents. The Company did not sell any shares under the Class A Common Stock ATM Program during the year ended December 31, 2020. The Company sold 2,229,647 shares under the Class A Common Stock ATM Program for gross proceeds of $32.4 million and net proceeds of $31.6 million, after commissions paid and additional issuance costs of approximately $0.8 million during the year ended December 31, 2019.
Preferred Stock
The Company is authorized to issue up to 50,000,000 shares of preferred stock, of which it has classified and designated 8,796,000 as authorized shares of its Series A Preferred Stock, 120,000 as authorized shares of its Series B Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”) and 3,680,000 as authorized shares of its Series C Preferred Stock as of December 31, 2020. The Company had 7,842,008 and 6,917,230 shares of Series A Preferred Stock issued and outstanding as of December 31, 2020 and 2019, respectively. No Series B Preferred Stock is issued or outstanding as of December 31, 2020 or 2019. The Company had 3,535,700 shares of its Series C Preferred Stock issued and outstanding as of December 31, 2020 as a result of an underwritten offering in December 2020 (see below for details).
Underwritten Offerings — Series A Preferred Stock
On March 26, 2019, the Company completed the initial issuance and sale of 1,200,000 shares of Series A Preferred Stock in an underwritten public offering at a public offering price equal to the liquidation preference of $25.00 per share. The offering generated gross proceeds of $30.0 million and net proceeds of $28.6 million, after deducting underwriting discounts and offering costs paid by the Company.
On April 10, 2019, the underwriters in the offering exercised their option to purchase additional shares of Series A Preferred Stock, and the Company sold an additional 146,000 shares of Series A Preferred Stock, which generated gross proceeds of $3.7 million and resulted in net proceeds of approximately $3.5 million, after deducting underwriting discounts.
On September 9, 2019, the Company completed the issuance and sale of 3,450,000 shares of Series A Preferred Stock (including 450,000 shares issued and sold pursuant to the underwriter’s exercise of its option to purchase additional shares in full) in an underwritten public offering at a public offering price equal to $25.25 per share. The offering generated gross proceeds of $87.1 million and net proceeds of $83.5 million, after deducting underwriting discounts and offering costs paid by the Company.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
ATM Program — Series A Preferred Stock
In May 2019, the Company established an “at the market” equity offering program for Series A Preferred Stock (the “Series A Preferred Stock ATM Program”) pursuant to which the Company may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series A Preferred Stock having an aggregate offering price of up to $50.0 million, which was subsequently increased to $100.0 million in October 2019 and was then increased again to $200.0 million in January 2021. During the year ended December 31, 2020, the Company sold 924,778 shares under the Series A Preferred Stock ATM Program for gross proceeds of $23.3 million and net proceeds of $22.4 million, after commissions paid of $0.9 million. During the year ended December 31, 2019, the Company sold 2,121,230 shares under the Series A Preferred Stock ATM Program for gross proceeds of $54.0 million and net proceeds of $53.2 million, after commissions paid of approximately $0.8 million.
Series A Preferred Stock — Terms
The Series A Preferred Stock is listed on Nasdaq under the symbol “AFINP.” Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 7.50% of the $25.00 liquidation preference per share per annum. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. On and after March 26, 2024, at any time and from time to time, the Series A Preferred Stock is redeemable in whole, or in part, at the Company’s option, at a cash redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control, each as defined in the articles supplementary classifying and designating the terms of the Series A Preferred Stock (the “Articles Supplementary”), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole but not in part, within 90 days after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. If the Company does not exercise these redemption rights upon the occurrence of a Delisting Event or a Change of Control, the holders of Series A Preferred Stock will have certain rights to convert Series A Preferred Stock into shares of Class A common stock.
The Series A Preferred Stock ranks senior to Class A common stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.
If dividends on any outstanding shares of Series A Preferred Stock have not been paid for six or more quarterly periods, holders of Series A Preferred Stock and holders of any other class or series of preferred stock ranking on parity with the Series A Preferred Stock, including the Series C Preferred Stock, will have the exclusive power, voting together in a single class, to elect two additional directors until all accrued and unpaid dividends on the Series A Preferred Stock have been fully paid. In addition, the Company may not authorize or issue any class or series of equity securities ranking senior to the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up or amend the Company’s charter to materially and adversely change the terms of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on the matter by holders of outstanding shares of Series A Preferred Stock and holders of any other similarly-affected classes and series of preferred stock ranking on parity with the Series A Preferred Stock, including the Series C Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights.
Underwritten Offering — Series C Preferred Stock
On December 18, 2020, the Company completed the initial issuance and sale of 3,535,700 shares of Series C Preferred Stock (including 335,700 shares from the underwriters' exercise of their overallotment option to purchase additional shares) in an underwritten public offering at a public offering price equal to the liquidation preference of $25.00 per share. The offering generated gross proceeds of $88.4 million and net proceeds of $85.2 million after deducting the underwriting discount of $2.8 million and offering costs of $0.4 million paid by the Company.
ATM Program — Series C Preferred Stock
In January, 2021, the Company established an “at the market” equity offering program for Series C Preferred Stock (the “Series C Preferred Stock ATM Program”). See Note 15 — Subsequent Events for additional information.
Series C Preferred Stock — Terms
The Series C Preferred Stock is listed on Nasdaq under the symbol “AFINO.” Holders of Series C Preferred Stock are entitled to cumulative dividends in the amount of 7.375% of the $25.00 liquidation preference per share per annum. The Series C Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
On and after December 18, 2025, at any time and from time to time, the Series C Preferred Stock will be redeemable in whole, or in part, at the Company’s option, at a cash redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the Articles Supplementary), the Company may, subject to certain conditions, at its option, redeem the Series C Preferred Stock, in whole but not in part, within 90 days after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. If the Company does not exercise these redemption rights upon the occurrence of a Delisting Event or a Change of Control, the holders of Series C Preferred Stock will have certain rights to convert Series C Preferred Stock into shares of Class A Common Stock.
The Series C Preferred Stock ranks senior to Class A Common Stock and the Company’s Series B Preferred Stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up, and on parity with Series A Preferred Stock.
If dividends on any outstanding shares of Series C Preferred Stock have not been paid for six or more quarterly periods, holders of Series C Preferred Stock and holders of any other class or series of preferred stock ranking on parity with the Series C Preferred Stock, including the Series A Preferred Stock, will have the exclusive power, voting together in a single class, to elect two additional directors until all accrued and unpaid dividends on the Series C Preferred Stock have been fully paid. In addition, the Company may not authorize or issue any class or series of equity securities ranking senior to the Series C Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up or amend the Company’s charter to materially and adversely change the terms of the Series C Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on the matter by holders of outstanding shares of Series C Preferred Stock and holders of any other similarly-affected classes and series of preferred stock ranking on parity with the Series C Preferred Stock, including the Series A Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series C Preferred Stock do not have any voting rights.
Dividends
Dividends to Common Stockholders
Year Ended December 31, 2020
In January, February and March of 2020, the Company paid dividends on its common stock to an annualized rate equal to $1.10 per share, or $0.0916667 per share on a monthly basis. In March 2020, the Company’s board of directors approved a reduction in the Company’s annualized common stock dividend to $0.85 per share, or $0.0708333 per share on a monthly basis, due to the uncertain and rapidly changing environment caused by the COVID-19 pandemic. The new common stock dividend rate became effective beginning with the Company’s April 1 dividend declaration.
Historically, and through September 30, 2020, the Company declared dividends on its common stock based on monthly record dates and generally paid dividends, once declared, on or around the 15th day of each month (or, if not a business day, the next succeeding business day) to Class A common stock holders of record on the applicable record date. On August 27, 2020, the Company’s board of directors approved a change in the Company’s Class A common stock dividend policy. The Company anticipates paying future dividends authorized by its board of directors on shares of Class A common stock on a quarterly basis in arrears on the 15th day of the first month following the end of each fiscal quarter (unless otherwise specified) to Class A common stockholders of record on the record date for such payment. This change affected the frequency of dividend payments only, and did not impact the annualized dividend rate on Class A common stock of $0.85.
Year Ended December 31, 2019
During the year ended December 31, 2019, the Company paid dividends on its common stock to an annualized rate equal to $1.10 per share, or $0.0916667 per share on a monthly basis.
Year Ended December 31, 2018
In April 2013, the Company’s board of directors authorized a monthly dividend equivalent to $1.65 per annum, per share of common stock. Effective July 1, 2017, the Company’s board of directors authorized a decrease in the daily accrual of dividends to an annualized rate of $1.30 per annum, per share of common stock. In connection with the Listing, the Company’s board of directors changed the rate at which the Company pays dividends on its common stock to an annualized rate equal to $1.10 per share, or $0.0916667 per share on a monthly basis, effective as of July 1, 2018. Additionally, effective July 1, 2018, the Company transitioned to declaring dividends based on quarterly basis with one month in arrears using monthly, rather than
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
daily, record dates and generally pays dividends on or around the 15th day of each month (or, if not a business day, the next succeeding business day) to common stockholders of record on the applicable record date of such month. Prior to July 1, 2018, dividends were payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. In January 2019, the Company declared a dividend for December 2018, January 2019 and February 2019 resulting in only 11 months declared dividends during the year ended December 31, 2018. Notwithstanding the changes to the declaration dates, the Company paid 12 months of dividends during the year ended December 31, 2018. Dividend payments are dependent on the availability of funds. The Company’s board of directors may reduce the amount of dividends paid or suspend dividend payments at any time and therefore dividends payments are not assured.
Dividends to Series A Preferred Stockholders
Dividends on the Company’s Series A Preferred Stock accrue at an amount equal to $1.875 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends on the Series A Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date.
Dividends to Series C Preferred Stockholders
Dividends on the Company’s Series C Preferred Stock accrue in an amount equal to $1.844 per share each year, which is equivalent to the rate of 7.375% of the $25.00 liquidation preference per share per annum. Dividends on the Series C Preferred Stock are payable quarterly in arrears on the 15th day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. The first dividend for the Series C Preferred Stock will be paid on April 15, 2021 and will represent an accrual for more than a full quarter, covering the period from December 18, 2020 to March 31, 2021.
Tax Characteristics of Dividends
The following table details from a tax perspective, the portion of common stock dividends classified as return of capital and ordinary dividend income for tax purposes, per share per annum, for the years ended December 31, 2020, 2019 and 2018. All dividends paid on the Series A Preferred Stock were considered 100% ordinary dividend income for tax purposes. As previously discussed, no dividends were paid on the Series C Preferred Stock during the year ended December 31, 2020. The first such dividend will be paid in 2021.
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Year Ended December 31,
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2020
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2019
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2018
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Return of capital
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90.3
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%
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$
|
0.63
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|
|
90.2
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%
|
|
$
|
0.99
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|
|
93.2
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%
|
|
$
|
1.03
|
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Ordinary dividend income
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|
9.7
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%
|
|
0.07
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|
|
9.8
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%
|
|
0.11
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|
|
6.8
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%
|
|
0.07
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Total
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100.0
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%
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$
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0.70
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100.0
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%
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$
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1.10
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|
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100.0
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%
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$
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1.10
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Stockholder Rights Plan
In April 2020 the Company announced that its board of directors approved a short-term stockholder rights plan (the “Plan”) to protect the long-term interests of the Company. The Company adopted the Plan due to the substantial volatility in the trading of the Company’s Class A common stock that has resulted from the ongoing COVID-19 pandemic. The adoption of the Plan is intended to allow the Company to realize the long-term value of the Company’s assets by protecting the Company from the actions of third parties that the Company’s board of directors determines are not in the best interest of the Company. By adopting the Plan, the Company believes that it has best positioned itself to navigate through this period of volatility brought on by COVID-19. The Company’s Plan is designed to reduce the likelihood that any person or group (including a group of persons that are acting in concert with each other) would gain control of the Company through open market accumulation of stock by imposing significant penalties upon any person or group that acquires 4.9% or more of the outstanding shares of Class A common stock without the approval of the Company’s board of directors. In connection with the adoption of the Plan, the Company’s board of directors authorized a dividend of one preferred share purchase right for each outstanding share of Class A common stock to stockholders of record on April 23, 2020 to purchase from the Company one one-thousandth of a share of Series B Preferred Stock for an exercise price of $35.00 per one-thousandth of a share, once the rights become exercisable, subject to adjustment as provided in the related rights agreement. By the terms of the Plan, the rights will initially trade with Class A common stock and will generally only become exercisable on the 10th business day after the Company’s board of directors become aware that a person or entity has become the owner of 4.9% or more of the shares of Class A common stock or the commencement of a tender or exchange offer which would result in the offeror becoming an owner of 4.9% or more of
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
the Class A common stock. In February 2021, the expiration date of these rights was extended to April 12, 2024. See Note 15 —Subsequent Events for additional information.
Non-Controlling Interest
Non-controlling interests resulted from the issuance of OP Units in conjunction with the Merger and were recognized at fair value as of the effective time of the Merger on February 16, 2017. In addition, under the 2018 OPP, the OP issued LTIP Units, which are also reflected as part of non-controlling interest as of December 31, 2020 and 2019. See Note 12 — Equity Based Compensation - Multi-Year Outperformance Agreement for more information regarding the LTIP Units and related accounting. As of December 31, 2020 and 2019, non-controlling interest is comprised of the following components:
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December 31,
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(In thousands)
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2020
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2019
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Non-controlling interest attributable to LTIP Units
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$
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28,317
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$
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16,461
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Non-controlling interest attributable to Class A Units
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2,205
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2,438
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Total non-controlling interest
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$
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30,522
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$
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18,899
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Note 9 — Commitments and Contingencies
Lessee Arrangements - Ground Leases
The Company is a lessee in ground lease agreements for seven of its properties. The ground leases have lease durations, including assumed renewals, ranging from 17.0 years to 34.7 years as of December 31, 2020. On January 1, 2019, the Company adopted ASC 842 and recorded ROU assets and lease liabilities related to these ground leases, which are classified as operating leases under the lease standard (see Note 2 — Summary of Significant Accounting Polices for additional information on the impact of adopting the new standard).
As of December 31, 2020, the Company’s balance sheet includes operating lease right-of-use assets and operating lease liabilities of $18.5 million and $19.2 million, respectively. In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the adoption of the new lease guidance as well as for new operating leases in the current period, the Company estimated an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. Because the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment.
The Company’s operating ground leases have a weighted-average remaining lease term, including assumed renewals, of 27.9 years and a weighted-average discount rate of 7.5% as of December 31, 2020. For the years ended December 31, 2020 and 2019, the Company paid cash of $1.5 million and $1.5 million, respectively, for amounts included in the measurement of lease liabilities and recorded expense of $1.8 million and $2.7 million, respectively, on a straight-line basis in accordance with the standard. The expenses recorded in 2019 included an out-of-period adjustment of $0.9 million (see Note 2 — Summary of Significant Accounting Polices for additional information). The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive income (loss). The Company did not enter into any additional ground leases during the nine months ended December 31, 2020.
The following table reflects the base cash rental payments due from the Company as of December 31, 2020:
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(In thousands)
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Future Base Rent Payments
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2021
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$
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1,515
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2022
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1,532
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2023
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1,549
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2024
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1,560
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2025
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1,598
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Thereafter
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44,358
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Total lease payments
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52,112
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Less: Effects of discounting
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(32,875)
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Total present value of lease payments
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$
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19,237
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AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Litigation and Regulatory Matters
On February 8, 2018, Carolyn St. Clair-Hibbard, a purported stockholder of the Company, filed a putative class action complaint in the United States District Court for the Southern District of New York against the Company, AR Global, the Advisor, and both individuals who previously served as the Company’s chief executive officer and chair of the board of directors (the “Former Chairmen”). On February 23, 2018, the complaint was amended to, among other things, assert some claims on the plaintiff’s own behalf and other claims on behalf of herself and other similarly situated shareholders of the Company as a class. On April 26, 2018, defendants moved to dismiss the amended complaint. On May 25, 2018, plaintiff filed a second amended complaint. The second amended complaint alleges that the proxy materials used to solicit stockholder approval of the Merger at the Company’s 2017 annual meeting were materially incomplete and misleading. The complaint asserts violations of Section 14(a) of the Exchange Act against the Company, as well as control person liability against the Advisor, AR Global, and the Former Chairmen under 20(a). It also asserts state law claims for breach of fiduciary duty against the Advisor, and claims for aiding and abetting such breaches, of fiduciary duty against the Advisor, AR Global and the Former Chairmen. The complaint seeks unspecified damages, rescission of the Company’s advisory agreement (or severable portions thereof) which became effective when the Merger became effective, and a declaratory judgment that certain provisions of the Company’s advisory agreement are void. The Company believes the second amended complaint is without merit and intends to defend vigorously. On June 22, 2018, defendants moved to dismiss the second amended complaint. On August 1, 2018, plaintiff filed an opposition to defendants’ motions to dismiss. Defendants filed reply papers on August 22, 2018, and oral argument was held on September 26, 2018. On September 23, 2019, the Court granted defendants’ motions and dismissed the complaint with prejudice, and the plaintiff appealed. On May 5, 2020, the United States Court of Appeals for the Second Circuit affirmed the lower court’s dismissal of the complaint.
On October 26, 2018, Terry Hibbard, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. All of the directors immediately prior to the Merger, except for David Gong, currently serve as directors of the Company. The complaint alleged that the registration statement pursuant to which RCA shareholders acquired shares of the Company during the Merger contained materially incomplete and misleading information. The complaint asserted violations of Section 11 of the Securities Act against the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger, violations of Section 12(a)(2) of the Securities Act against the Company and the Company’s current chief executive officer, president and chair of the board of directors, and control person liability against the Advisor, AR Global and the Former Chairmen— under Section 15 of the Securities Act. The complaint sought unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement.
On March 6, 2019, Susan Bracken, Michael P. Miller and Jamie Beckett, purported stockholders of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, on behalf of themselves and others who purchased shares of common stock through the Company’s then effective distribution reinvestment plan, against the Company, AR Global, the Advisor, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. The complaint alleged that the April and December 2016 registration statements pursuant to which class members purchased shares contained materially incomplete and misleading information. The complaint asserted violations of Section 11 of the Securities Act against the Company, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger, violations of Section 12(a)(2) of the Securities Act against the Company and the Company’s current chief executive officer, president and chair of the board of directors, and control person liability against the Advisor, AR Global and the Former Chairmen under Section 15 of the Securities Act. The complaint sought unspecified damages and either rescission of the Company’s sale of stock or rescissory damages.
On April 30, 2019, Lynda Callaway, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. The complaint alleged that the registration statement pursuant to which plaintiff and other class members acquired shares of the Company during the Merger contained materially incomplete and misleading information. The complaint asserted violations of Section 11 of the Securities Act against the Company, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger, violations of Section 12(a)(2) of the Securities Act against the Company and the Company’s current chief executive officer, president and chair of the board of directors, and
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
control person liability under Section 15 of the Securities Act against the Advisor, AR Global, and the Former Chairmen. The complaint sought unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement.
On July 11, 2019, the New York State Supreme Court issued an order consolidating the three above-mentioned cases: Terry Hibbard, Bracken, and Callaway (the “Consolidated Cases”). The Court also stayed the Consolidated Cases pending a decision on the motions to dismiss in the St. Clair-Hibbard litigation pending in the United States District Court for the Southern District of New York. Following the federal court’s decision on St. Clair-Hibbard the motions to dismiss, on October 31, 2019 plaintiffs filed an amended consolidated class action complaint in the Consolidated Cases seeking substantially similar remedies from the same defendants. The Company moved to dismiss the amended consolidated complaint on December 16, 2019. After the parties completed briefing on this motion, the United States Court of Appeals for the Second Circuit issued its decision affirming dismissal of the St. Clair-Hibbard action. Plaintiffs moved to amend their complaint, purportedly to limit it to claims still viable in spite of the results of the federal action. The proposed second amended complaint no longer contains direct claims against the Company. Instead, plaintiffs seek to pursue state law claims derivatively against the Advisor, AR Global, the Company’s initial chief executive officer and chair of the board of directors, the Company’s current directors and David Gong, a former director, with the Company as a nominal defendant. Plaintiffs’ motion to amend has been fully briefed, and oral argument was held in November 2020. The parties are now awaiting a decision from the Court. The Company believes that the proposed second amended complaint is without merit and intends to defend against it vigorously. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time.
There are no other material legal or regulatory proceedings pending or known to be contemplated against the Company.
During the years ended December 31, 2020, 2019 and 2018, the Company incurred legal costs related to the above litigation of approximately $0.8 million, $1.3 million and $1.9 million, respectively. A portion of these litigation costs are subject to a claim for reimbursement under the insurance policies maintained by the Company (“the Policies”), and during the years ended December 31, 2020 and 2019, reimbursements of $9,000 and $2.3 million, respectively, were received and recorded in other income in the consolidated statements of operations and comprehensive loss. The Company may receive additional reimbursements in the future. However, the Policies are subject to other claims that have priority over the Company’s claim for reimbursement, and the Company therefore does not believe it is likely to recover any additional reimbursements.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on its financial position or results of operations.
Note 10 — Related Party Transactions and Arrangements
Fees and Participations Incurred in Connection with the Operations of the Company
Summary of Advisory Agreement
The initial term of the Advisory Agreement expires on April 29, 2035. This term is automatically renewed for successive 20-year terms upon expiration unless the Advisory Agreement is terminated (1) in accordance with an Internalization, (2) by the Company or the Advisor with cause, without penalty, with 60 days’ notice, (3) by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Advisory Agreement or (b) any material breach of the Advisory Agreement of any nature whatsoever by the Company, or (4) by the Advisor in connection with a change of control of the Company. Upon the termination of the Advisory Agreement, the Advisor will be entitled to receive from the Company all amounts due to the Advisor, as well as the then-present fair market value of the Advisor’s interest in the Company.
The Advisory Agreement grants the Company the right to internalize the services provided under the Advisory Agreement (“Internalization”) and to terminate the Advisory Agreement pursuant to a notice received by the Advisor as long as (i) more than 67% of the Company’s independent directors have approved the Internalization; and (ii) the Company pays the Advisor an Internalization fee equal to (1) $15.0 million plus (2) either (x) if the Internalization occurs on or before December 31, 2028, the Subject Fees (defined below) multiplied by 4.5, or (y) if the Internalization occurs on or after January 1, 2029, the Subject Fees multiplied by 3.5 plus (3) 1.0% multiplied by (x) the purchase price of properties or other investments acquired after the end of the fiscal quarter in which the notice of Internalization is received by the Advisor and prior to the Internalization and (y) without duplication, the cumulative net proceeds of any equity raised by the Company during the period following the end of
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
the fiscal quarter in which notice is received and the Internalization. The “Subject Fees” are equal to (i) the product of four multiplied by the sum of (A) the actual base management fee (including both the fixed and variable portion thereof) plus (B) the actual variable management fee, in each of clauses (A) and (B), payable for the fiscal quarter in which the notice of Internalization is received by the Advisor, plus, (ii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised in respect of the fiscal quarter in which the notice of Internalization is received by the Advisor. Up to 10% of the Internalization fee may be payable in shares of Class A common stock subject to certain conditions.
2019 Advisory Agreement Amendment
On March 18, 2019, the Company entered into Amendment No.2 to the Advisory Agreement, by and among the OP and the Advisor. Amendment No.2 revised the section of the Advisory Agreement specifically related to reimbursable administrative service expenses, including reasonable salaries and wages, benefits and overhead of all employees of the Advisor or its affiliates, including those of certain executive officers of the Company. See the “Professional Fees and Other Reimbursements” section below for details.
2020 Advisory Agreement Amendments
On March 30, 2020, the Company entered into Amendment No.3 to the Advisory Agreement, by and among the OP and the Advisor. Amendment No.3 revised the section of the Advisory Agreement to temporarily lower the quarterly thresholds of Core Earnings Per Adjusted Share (as defined in the Advisory Agreement) the Company must reach on a quarterly basis for the Advisor to receive the Variable Management Fee (as defined in the Advisory Agreement). On January 13, 2021, the Company entered into Amendment No. 4 to the Advisory Agreement to extend the expiration of these thresholds to the end of the fiscal quarter ending December 31, 2021. For additional information, see the “Asset Management Fees and Variable Management/Incentive Fees” section below and Note 15 — Subsequent Events.
In-Sourced Expenses
The Advisor has been and may continue to be reimbursed for costs it incurs in providing investment-related services, or “insourced expenses.” These insourced expenses may not exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount advanced for a loan or other investment. Additionally, the Company has paid and may continue to pay third party acquisition expenses. The aggregate amount of acquisition expenses, including insourced expenses, may not exceed 4.5% of the contract purchase price of the Company’s portfolio or 4.5% of the amount advanced for all loans or other investments and this threshold has not been exceeded through December 31, 2020.
The Company incurred $0.2 million, $0.2 million and $0.3 million of acquisition expenses and related cost reimbursements for the years ended December 31, 2020, 2019 and 2018, respectively.
Asset Management Fees and Variable Management/Incentive Fees
The Company pays the Advisor a fixed base management fee and a variable base management fee. Under the Advisory Agreement, the fixed portion of the base management fee increased from $18.0 million annually to (i) $21.0 million annually for the period from February 16, 2017 until February 16, 2018; (ii) $22.5 million annually for the period from February 17, 2018 until February 16, 2019; and (iii) $24.0 million annually for the remainder of the term. If the Company acquires (whether by merger, consolidation or otherwise) any other REIT, that is advised by an entity that is wholly owned, directly or indirectly, by AR Global, other than any joint venture, (a “Specified Transaction”), the fixed portion of the base management fee will be increased by an amount equal to the consideration paid for the acquired company’s equity multiplied by 0.0031 for the first year following the Specified Transaction, 0.0047 for the second year and 0.0062 thereafter. The variable portion of the base management fee is a monthly fee equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity raised by the Company and its subsidiaries from and after the initial effective date of the Advisory Agreement on February 16, 2017. Base management fees, including the variable portion, are included in asset management fees to related party on the consolidated statements of operations and comprehensive loss. The Company incurred $27.8 million, $25.7 million and $23.1 million for the years ended December 31, 2020, 2019 and 2018, respectively, in base management fees (including both the fixed and variable portion).
In addition, under the Advisory Agreement, the Company is required to pay the Advisor a variable management fee. Prior to the Listing Date, the amount that was required to be paid was equal to the product of (1) the fully diluted shares of common stock outstanding multiplied by (2) (x) 15.0% of the applicable quarter’s Core Earnings per share in excess of $0.375 per share plus (y) 10.0% of the applicable quarter’s Core Earnings per share in excess of $0.50 per share, in each case as adjusted for changes in the number of shares of common stock outstanding. On the Listing Date, the Company entered into an amendment
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
to the Advisory Agreement (the “Listing Amendment”) which lowered the quarterly thresholds of Core Earnings per share the Company must reach in a particular quarter for the Advisor to receive a variable management fee from $0.375 and $0.50 to $0.275 and $0.3125. The definition of Adjusted Outstanding Shares (as defined in the Advisory Agreement), which is used to calculate Core Earnings per share, is based on the Company’s reported diluted weighted-average shares outstanding. In accordance with Amendment No. 3 to the Advisory Agreement entered into March 30, 2020, for the quarters ending June 30, 2020, September 30, 2020 and December 31, 2020, the low and high thresholds were reduced from $0.275 and $0.3125, respectively, to $0.23 and $0.27, respectively. On January 13, 2021, the Company entered into Amendment No. 4 to the Advisory Agreement to extend the expiration of these thresholds from the end of the fiscal quarter ended December 31, 2020 to the end of the fiscal quarter ending December 31, 2021 in light of the continued economic impact of the COVID-19 pandemic.
Core Earnings is defined as, for the applicable period, net income or loss computed in accordance with GAAP excluding non-cash equity compensation expense, the variable management fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in other comprehensive loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses (in each case after discussions between the Advisor and the independent directors and the approval of a majority of the independent directors). The variable management fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor and the value of any share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. The Company recorded $0.1 million in variable management fees during the year ended December 31, 2020 and recorded $0.1 million in variable management fees during the year ended December 31, 2019. The Company did not incur any variable management fees during the year ended December 31, 2018.
Prior to the Listing, in aggregate, the Company’s board of directors had approved and the OP had issued 1,052,420 Class B Units to the Advisor. Pursuant to the terms of the amended and restated agreement of limited partnership of the OP (the “A&R OP Agreement”), the Advisor was entitled to receive distributions on unvested Class B Units equal to the dividend amount received on the same number of shares of the Company’s common stock. Such distributions on issued Class B Units were included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. As a result of the Listing and the prior determination by the Company’s board of directors that the applicable conditions under the A&R OP Agreement had been satisfied, the Class B Units vested in accordance with their terms. The Class B Units were converted into an equal number of Class A Units. In addition, effective at the Listing following this conversion and as approved by the Company’s board of directors, these Class A Units were redeemed for an equal number of newly issued shares of Class A common stock consistent with the redemption provisions contained in the Second A&R OP Agreement. As a result, the Company recorded a non-cash expense of approximately $15.8 million, which is recorded in vesting and conversion of Class B Units in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2018.
Property Management Fees
The Company has a property management agreement (the “Multi-Tenant Property Management Agreement”), a leasing agreement (the “Multi-Tenant Leasing Agreement”) and a net lease property management and leasing agreement (the “Net Lease Property Management Agreement”) with the Property Manager. The Multi-Tenant Property Management Agreement, the Multi-Tenant Leasing Agreement and the Net Lease Property Management Agreement each became effective on February 16, 2017. In connection with the issuance of the Net Lease Mortgage Notes, subsidiaries of the Company have entered into the Property Management and Servicing Agreement, dated May 30, 2019 (the “ABS Property Management Agreement”), with the Property Manager, KeyBank, as back-up property manager, and Citibank, N.A. as indenture trustee.
The Multi-Tenant Property Management Agreement provides that, unless a property is subject to a separate property management agreement with the Property Manager, the Property Manager is the sole and exclusive property manager for the Company’s multi-tenant properties, which are generally retail properties, such as power centers and lifestyle centers. In December 2017, in connection with a $210.0 million mortgage loan secured by 12 of the Company’s retail properties, the Company entered into 12 identical property management agreements with the Property Manager, the substantive terms of which are substantially identical to the terms of the Multi-Tenant Property Management Agreement, except they do not provide for the transition fees described below.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The Multi-Tenant Property Management Agreement entitles the Property Manager to a management fee equal to 4% of the gross rental receipts from the multi-tenant properties, including common area maintenance reimbursements, tax and insurance reimbursements, percentage rental payments, utility reimbursements, late fees, vending machine collections, service charges, rental interruption insurance, and a 15% administrative charge for common area expenses.
In addition, the Property Manager is entitled to a one time transition fee of up to $2,500 for each multi-tenant property managed, a construction fee equal to 6% of construction costs incurred, if any, and reimbursement of all expenses specifically related to the operation of a multi-tenant property, including compensation and benefits of property management, accounting, lease administration, executive and supervisory personnel of the Property Manager, and excluding expenses of the Property Manager’s corporate and general management office and excluding compensation and other expenses applicable to time spent on matters other than the multi-tenant properties.
Pursuant to the Multi-Tenant Leasing Agreement, the Company may, under certain circumstances and subject to certain conditions, pay the Property Manager a leasing fee for services in leasing multi-tenant properties to third parties.
The Company’s double- and triple-net leased single- tenant properties are managed by the Property Manager pursuant to the Net Lease Property Management Agreement, unless they are subject to a separate agreement with the Property Manager. The Net Lease Property Management Agreement permits the Property Manager to subcontract its duties to third parties and provides that the Company is responsible for all costs and expenses of managing the properties, except for general overhead and administrative expenses of the Property Manager. In December 2019, in connection with a loan secured by four properties leased to Stop & Shop, the Company entered into a property management and leasing agreement with the Property Manager with respect to the four properties, the substantive terms of which are substantially identical to the terms of the Net Lease Property Management Agreement, except that it limits the fees payable to the Property Manager and any subcontractor to 3.0% of operating income in the event that the Property Manager subcontracts its duties under the agreement.
In July 2020, in connection with the loan agreement with Column Financial, Inc., all but one of the Company’s borrower subsidiaries entered into a new property management and leasing agreement with the Property Manager with respect to all but one of the mortgaged properties, all of which are double- and triple-net leased single-tenant properties. The Company’s other double- and triple-net leased single-tenant properties, including the one mortgaged property excluded from the new property management and leasing agreement, are managed by the Property Manager pursuant to the Net Lease Property Management Agreement. The new property management and leasing agreement is identical to the Net Lease Property Management Agreement, except that the new property management and leasing agreement does not permit the Property Manager to subcontract its duties to third parties.
The current term of the Net Lease Property Management Agreement ends on October 1, 2021, and is automatically renewed for successive one-year terms unless terminated 60 days prior to the end of a term or terminated for cause. On November 4, 2020, in light of the investment to be made by the Property Manager and its affiliates in property management infrastructure for the benefit of the Company and its subsidiaries, the Company amended each of the Multi-Tenant Property Management Agreement and the Multi-Tenant Leasing Agreement to reflect that each agreement will expire on the later of (i) November 4, 2025 and (ii) the termination date of the Advisory Agreement. These agreements with the Property Manager may only be terminated for cause prior to the end of the term. Prior to the amendments, the term of these agreements would have ended on October 1, 2021, with automatic renewals for successive one-year terms unless terminated 60 days prior to the end of a term or terminated for cause.
Property Management and Services Agreement - Net Lease Mortgage Notes
Under the ABS Property Management Agreement, the Property Manager is responsible for servicing and administering the properties and leases securing the Net Lease Mortgage Notes under ordinary and special circumstances, and KeyBank, as the back-up property manager, is responsible for, among other things, maintaining current servicing records and systems for the assets securing the Net Lease Mortgage Notes in order to enable it to assume the responsibilities of the Property Manager in the event the Property Manager is no longer the property manager and special servicer. Pursuant to the ABS Property Management Agreement, the Property Manager may also be required to advance principal and interest payments on the Net Lease Mortgage Notes to preserve and protect the value of the applicable assets. The Company’s subsidiaries are required to reimburse any of these payments or advances.
Pursuant to the ABS Property Management Agreement, subsidiaries of the Company are required to pay the Property Manager a monthly fee equal to the product of (i) one-twelfth of 0.25%, and (ii) the aggregate allocated loan amounts of all the properties that serve as part of the collateral for the Net Lease Mortgage Notes, except for specially serviced properties. With respect to the specially serviced properties, the Property Manager is entitled to receive a workout fee or liquidation fee under
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
certain circumstances based on 0.50% of applicable amounts recovered, as well as a monthly fee equal to the product of (i) one-twelfth of 0.75%, and (ii) the aggregate allocated loan amounts of all the specially serviced properties that serve as part of the collateral pool for the Net Lease Mortgage Notes. The Property Manager has retained KeyBank as a sub-manager pursuant to a separate sub-management agreement pursuant to which KeyBank provides certain services the Property Manager is required to provide as property manager under the ABS Property Management Agreement. Under the ABS Property Management Agreement, the Property Manager has agreed to waive (i) the portion of the monthly fee related to the properties that are not specially serviced that is in excess of the amount to be paid to KeyBank as sub-manager pursuant to the sub-management agreement, (ii) the workout fee, (iii) the liquidation fee and (iv) the monthly fee related to the properties that are specially serviced, although the Property Manager retains the right to revoke these waivers at any time. The Property Manager is also entitled to receive additional servicing compensation related to certain fees and penalties under the leases it is responsible for under the ABS Property Management Agreement.
The services provided by the Property Manager with respect to the double- and triple-net leased single-tenant properties in the collateral pool and related property management fees are separate and independent from the property management services the Property Manager has provided and will continue to provide with respect to those properties pursuant to the Net Lease Property Management Agreement.
Professional Fees and Other Reimbursements
The Company reimburses the Advisor’s costs of providing administrative services, including among other things, reasonable allocation of salaries and wages, benefits and overhead of all employees of the Advisor or its affiliates, except for costs to the extent that the employees perform services for which the Advisor receives a separate fee. The reimbursement includes reasonable overhead expenses, including the reimbursement of an allocated portion of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor. These reimbursements are exclusive of fees and other expense reimbursements incurred from and due to the Advisor that were passed through and ultimately paid to Lincoln Retail REIT Services, LLC (“Lincoln”) as a result of the Advisor’s prior arrangements with Lincoln to provide services to the Advisor in connection with the Company’s multi-tenant retail properties that are not net leased. The Advisor’s agreement with Lincoln expired in February 2021 and was not renewed. The expiration of the agreement with Lincoln did not affect the responsibilities and obligations of the Advisor or the Property Manager to the Company under the Company’s agreements with them.
These reimbursements are included in Professional fees and other reimbursements in the table below and in general and administrative expense in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2020, 2019 and 2018, the Company incurred $7.5 million (net of the $1.4 million change in estimate for the 2019 bonus awards, discussed below), $9.8 million and $8.6 million, respectively, of reimbursement expenses from the Advisor for providing administrative services.
Prior to Amendment No. 2, the Company had not reimbursed the Advisor or its affiliates, including the Property Manager, for salaries, wages, or benefits paid to the Company’s executive officers. Starting in 2019, under Amendment No. 2, the Company began to reimburse the Advisor for a portion of the salary, wages, and benefits paid to the Company’s chief financial officer as part of the aggregate reimbursement for salaries, wages and benefits of employees of the Advisor or its affiliates, excluding any executive officer who is also a partner, member or equity owner of AR Global and subject to a limit on certain limitations.
Beginning in 2019, under Amendment No. 2, the aggregate amount that may be reimbursed in each fiscal year for salaries, wages and benefits (excluding overhead) of employees of the Advisor or its affiliates (the “Capped Reimbursement Amount”) for each fiscal year is subject to a limit that is equal to the greater of: (a) (the “Fixed Component”); and a (b) variable component (the “Variable Component”).
Both the Fixed Component and the Variable Component increase by an annual cost of living adjustment equal to the greater of (x) 3.0% and (y) the CPI, as defined in the amendment for the prior year ended December 31. Initially, for the year ended December 31, 2019: (a) the Fixed Component was equal to $7.0 million; and (b) the Variable Component was equal to: (i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in the year divided by four, which amount is then (ii) multiplied by 0.20%.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
If the Company sells real estate investments aggregating an amount equal to or more than 25% of Real Estate Cost in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the Advisory Agreement), then within 12 months following the disposition(s), the advisory agreement requires the Advisor and the Company to negotiate in good faith to reset the Fixed Component; provided that if the proceeds of the disposition(s) are paid to shareholders of the Company as a special distribution or used to repay loans with no intent of subsequently re-financing and re-investing the proceeds thereof in Investments, the advisory agreement requires these negotiations within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the Company’s reduced assets.
For both the years ended December 31, 2020 and 2019, the total amount of reimbursements by the Company to the Advisor for salaries, wages and benefits that were subject to the Capped Reimbursement Amount was approximately $7.2 million, which was less than the approximately $8.1 million Variable Component of the Capped Reimbursement Amount.
As part of this reimbursement, the Company paid approximately $2.7 million in 2019 to the Advisor or its affiliates as reimbursement for bonuses of employees of the Advisor or its affiliates who provided administrative services during such calendar year, prorated for the time spent working on matters relating to the Company. The Company does not reimburse the Advisor or its affiliates for any bonus amounts relating to time dedicated to the Company by Edward M. Weil, Jr., the Company’s Chief Executive Officer. The Advisor formally awarded 2019 bonuses to employees of the Advisor or its affiliates in September 2020 (the “2019 Bonus Awards”), which were comprised of cash and restricted shares (for additional information on the restricted shares issued to these employees, see Note 12 — Equity-Based Compensation). The original $2.7 million estimate for bonuses recorded and paid to the Advisor in 2019 exceeded the cash portion of the 2019 Bonus Awards to be paid to employees of the Advisor or its affiliates by $1.4 million and to be reimbursed by the Company. As a result, during the three months ended September 30, 2020, the Company recorded a receivable from the Advisor of $1.4 million in prepaid expenses and other assets on the consolidated balance sheet and a corresponding reduction in general and administrative expenses. Pursuant to authorization by the independent members of the Company’s board of directors, the $1.4 million receivable is payable to the Company over a 10-month period from January 2021 through October 2021.
Reimbursements for the cash portion of 2020 bonuses to employees of the Advisor or its affiliates continue to be expensed and reimbursed on a monthly basis during 2020 in accordance with the cash bonus estimates provided by the Advisor. Generally, prior to the 2019 Bonus Awards, employee bonuses have been formally awarded to employees of the Advisor or its affiliates in March as an all-cash award and paid out by the Advisor in the year subsequent to the year in which services were rendered to the Company.
Summary of fees, expenses and related payables
The following table details amounts incurred and payable to related parties in connection with the operations-related services described above as of and for the periods presented. Amounts below are inclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor’s arrangements with Lincoln:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Payable (Receivable) as of December 31,
|
|
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
One-time fees and reimbursements:
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition related cost reimbursements [1]
|
|
$
|
201
|
|
|
$
|
241
|
|
|
$
|
318
|
|
|
$
|
96
|
|
|
$
|
53
|
|
|
Vesting and conversion of Class B Units
|
|
—
|
|
|
—
|
|
|
15,786
|
|
|
—
|
|
|
—
|
|
|
Ongoing fees:
|
|
|
|
|
|
|
|
|
|
|
|
Asset management fees to related party
|
|
27,829
|
|
|
25,695
|
|
|
23,143
|
|
|
177
|
|
|
9
|
|
|
Property management and leasing fees [2]
|
|
6,604
|
|
|
9,921
|
|
|
9,620
|
|
|
—
|
|
|
1,153
|
|
|
Professional fees and other reimbursements [3]
|
|
10,539
|
|
|
9,732
|
|
|
9,314
|
|
|
(77)
|
|
|
(565)
|
|
[4]
|
Distributions on Class B Units [3] [5]
|
|
—
|
|
|
—
|
|
|
736
|
|
|
—
|
|
|
—
|
|
|
Professional fee credit due from Advisor and its affiliates [6]
|
|
(1,862)
|
|
|
—
|
|
|
—
|
|
|
(1,862)
|
|
[6]
|
—
|
|
|
Total related party operation fees and reimbursements
|
|
$
|
43,311
|
|
|
$
|
45,589
|
|
|
$
|
58,917
|
|
|
$
|
(1,666)
|
|
|
$
|
650
|
|
|
__________
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
[1]Amounts included in acquisition and transaction related expenses in the consolidated statements of operations and comprehensive loss.
[2]Amounts included in property operating expenses in the consolidated statements of operations and comprehensive loss.
[3]Amounts included in general and administrative expense in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2019, the Company recorded a reduction of general and administrative expenses in the amount of $0.8 million related to the reversal of a payable balance at December 31, 2018 due to American National Stock Transfer, LLC, a subsidiary of RCS Capital Corporation (“RCAP”), which at the time the payable balance was recorded and prior to its bankruptcy filing was under common control with the Advisor. RCAP was also the parent company of Realty Capital Securities, LLC, the dealer manager in the Company’s initial public offering.
[4]Balance included a receivable of $0.7 million from the Advisor as of December 31, 2019 previously recorded in the fourth quarter of 2018, which, pursuant to authorization by the independent members of the Company’s board of directors, was payable over time during 2020 and had been fully repaid as of December 31, 2020.
[5]Subsequent to the Listing the Class B Units were fully vested and converted to Class A Units, which were then redeemed for shares of Class A common stock. Distributions with respect to shares of Class A common stock are treated as equity distributions whereas distributions with respect to Class B Units were treated as additional compensation and expensed.
[6]Included in general and administrative expenses. $1.4 million relates to overpayment of the 2019 Bonus Awards and $0.5 million relates to a receivable recorded for the overpayment of invoices in current and prior years for a shared service.
Listing Arrangements
Fees Incurred in Connection with a Listing
Pursuant to the A&R OP Agreement, in connection with the Listing, the OP was obligated to distribute to the Special Limited Partner a promissory note in an aggregate amount (the “Listing Amount”) equal to 15.0% of the difference (to the extent the result is a positive number) between:
•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.
Effective at the Listing, the OP entered into a listing note agreement with respect to this obligation (the “Listing Note”) with the Special Limited Partner and entered into a related subordination agreement (the “Subordination Agreement”) with the administrative agent under the Credit Facility, BMO Bank. The Listing Note evidenced the OP’s obligation to distribute to the Special Limited Partner the Listing Amount. The measurement period used to calculate the average Market Value of the Company’s common stock was from July 8, 2019 to August 16, 2019, the 30 consecutive trading days commencing on the 180th day following the date on which shares of Class B-2 common stock converted into shares of Class A common stock. Based on the actual Market Value during the measurement period, the Listing Amount was zero, and the Company has no distribution obligation to the Special Limited Partner related to the Listing Note. The final fair value of the Listing Note is zero, the same fair value the Listing Note had at issuance. The fair value at issuance was determined using a Monte Carlo simulation, which used a combination of observable and unobservable inputs.
Multi-Year Outperformance Agreement
On the Listing Date, the Company granted a performance-based equity award to the Advisor in the form of a Master LTIP Unit (the “Master LTIP Unit”) pursuant to the 2018 OPP which, together with the Second A&R OP Agreement, superseded in all respects the general terms of the multi-year outperformance agreement and the amendment and restatement of the limited partnership agreement of the OP previously approved by the Company’s board of directors in April 2015 to be effective upon a listing of the Company’s common stock. On August 30, 2018, the Master LTIP Units automatically converted into 4,496,796 LTIP Units in accordance with its terms. For additional information on the 2018 OPP, see Note 12 — Equity-Based Compensation.
Class A Unit Redemptions
Holders of Class A Units have the right to redeem their Class A Units for the cash value of a corresponding number of shares of Class A common stock, or at the option of the OP, a corresponding number of shares of Class A common stock in accordance with the Second A&R OP Agreement. Holders of OP Units had similar rights under the prior A&R OP Agreement. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets.
Subsequent to the Listing, all of the Class A Units held by the Advisor and its affiliates were redeemed for shares of Class A common stock and all of the shares of Class A common stock, Class B-1 common stock and Class B-2 common stock owned
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
by the Advisor and its affiliates (including the Special Limited Partner) were distributed pro rata to the individual members of those entities, including Edward M. Weil, Jr., the Company’s chairman and chief executive officer. See Note 8 — Stockholders’ Equity and Non-Controlling Interest for additional information regarding these transactions.
Note 11 — Economic Dependency
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology.
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.
Note 12 — Equity-Based Compensation
Equity Plans
2018 Equity Plan
Effective at the Listing, the Company’s board of directors adopted an equity plan for the Advisor (the “Advisor Plan”) and an equity plan for individuals (the “Individual Plan” and together with the Advisor Plan, the “2018 Equity Plan”). The Advisor Plan is substantially similar to the Individual Plan, except with respect to the eligible participants. Under the Individual Plan, the Company may only make awards to its directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. By contrast, under the Advisor Plan the Company may only make awards to the Advisor.
The 2018 Equity Plan succeeded and replaced the existing employee and director restricted share plan (the “RSP”). Following the effectiveness of the 2018 Equity Plan at the Listing, no further awards issued under the RSP; provided, however, that any outstanding awards under the RSP, such as unvested restricted shares held by the Company’s independent directors, remained outstanding in accordance with their terms and the terms of the RSP until all those awards are vested, forfeited, canceled, expired or otherwise terminated in accordance with their terms. The Company accounts for forfeitures when they occur. The 2018 Equity Plan permits awards of restricted shares, restricted stock units (“RSUs”), options, stock appreciation rights, stock awards, LTIP Units and other equity awards. The 2018 Equity Plan has a term of 10 years, expiring on July 19 2028. Identical to the RSP, the number of shares of the Company’s capital stock available for awards under the 2018 Equity Plan, in the aggregate, is equal to 10.0% of the Company’s outstanding shares of common stock on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa. If any awards granted under the 2018 Equity Plan are forfeited for any reason, the number of forfeited shares is again available for purposes of granting awards under the 2018 Equity Plan.
Restricted Shares
Restricted shares are shares of common stock awarded under terms that provide for vesting over a specified period of time. Holders of restricted shares may receive non-forfeitable cash dividends prior to the time that the restrictions on the restricted shares have lapsed. Any dividends to holders of restricted shares payable in shares of common stock are subject to the same restrictions as the underlying restricted shares. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested.
Prior to June 30, 2020, the Company only granted restricted shares to the Company’s directors. During the year ended December 31, 2020, the Company granted 52,468 restricted shares to the Company’s directors. In addition, during the third quarter of 2020, the Company granted 309,475 restricted shares to employees of the Advisor or its affiliates who are involved in providing services to the Company, including the Company’s chief financial officer. The restricted shares were formally issued in October 2020 at the time the related award agreements were executed. The award to the Company’s chief financial officer was recommended by the Advisor and approved by the compensation committee of the Company’s board of directors. The awards to other employees were made pursuant to authority delegated by the compensation committee to Edward M. Weil, Jr., the Company’s chief executive officer, president and chairman. Following the grant of these awards, there remained an additional 40,525 restricted shares that may be awarded in the future pursuant to the delegation of authority to Mr. Weil. No awards may be made to anyone who is also a partner, member or equity owner of the parent of the Advisor.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
The restricted shares granted to the Company’s directors vest on a straight-line basis over periods of 1 year to 5 years from the date of grant and provide for accelerated vesting of the portion of the unvested restricted shares scheduled to vest in the year of the recipient’s termination of his or her position as a director of the Company due to a voluntary resignation or failure to be re-elected to the Company’s board of directors following nomination therefor. All unvested restricted shares held by the Company’s directors also vest in the event of a Change of Control (as defined in the RSP or the Individual Plan) or a termination of a directorship without cause or as a result of death or disability.
The restricted shares granted to employees of the Advisor or its affiliates vest in 25% increments on each of the first four anniversaries of the grant date. Except in connection with a change in control (as defined in the award agreement) of the Company, any unvested restricted shares will be forfeited if the holder’s employment with the Advisor terminates for any reason. Upon a change in control of the Company, 50% of the unvested restricted shares will immediately vest and the remaining unvested restricted shares will be forfeited.
The following table reflects the number of restricted shares granted, vested, or forfeited for the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
(7)
|
|
|
—
|
|
Unvested, December 31, 2018
|
136,234
|
|
|
16.51
|
|
Granted
|
34,588
|
|
|
9.83
|
|
Vested
|
(59,401)
|
|
|
16.36
|
|
Forfeited
|
—
|
|
|
—
|
|
Unvested, December 31, 2019
|
111,421
|
|
|
14.52
|
|
Granted
|
361,943
|
|
|
6.80
|
|
Vested
|
(72,492)
|
|
|
14.13
|
|
Forfeited
|
—
|
|
|
—
|
|
Unvested, December 31, 2020
|
400,872
|
|
|
7.62
|
|
As of December 31, 2020, the Company had $2.4 million of unrecognized compensation cost related to unvested restricted share awards granted. That cost is expected to be recognized over a weighted-average period of 3.1 years.
The fair value of the restricted shares is being expensed in accordance with the service period required. Compensation expense related to restricted shares was approximately $1.2 million, $1.1 million and $0.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. Compensation expense related to restricted shares is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss.
Restricted Stock Units
RSUs represent a contingent right to receive shares of common stock at a future settlement date, subject to satisfaction of applicable vesting conditions and other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the rights to the shares of common stock have vested. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders are generally credited with dividend or other distribution equivalents which are subject to the same vesting conditions and other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of common stock. The Company has not granted any RSUs, and no unvested RSUs were outstanding during the years ended December 31, 2020, 2019 and 2018.
Multi-Year Outperformance Agreement
On the Listing Date, the Company granted a performance-based equity award to the Advisor in the form of a Master LTIP Unit pursuant to the 2018 OPP. The Master LTIP Unit was automatically converted on August 30, 2018 (the “Effective Date”), the 30th trading day following the Listing Date, into 4,496,796 LTIP Units equal to the quotient of $72.0 million divided by
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
$16.0114, the ten-day trailing average closing price of the Company’s Class A common stock on Nasdaq over the ten consecutive trading days immediately prior to the Effective Date (the “Initial Share Price”). The Effective Date was the grant date for accounting purposes. In accordance with accounting rules, the total fair value of the LTIP Units of $32.0 million was calculated and fixed as of the grant date, and is being recorded over the requisite service period of three years. In March 2019, the Company entered into an amendment to the 2018 OPP to reflect a change in the peer group resulting from the merger of one member of the peer group, Select Income REIT, with Government Properties Income Trust, with the entity surviving the merger renamed as Office Properties Income Trust. Under the accounting rules, the Company was required to calculate any excess of the new value of LTIP Units in accordance with the provisions of the amendment ($10.9 million) over the fair value immediately prior to the amendment ($8.1 million). This excess of approximately $2.8 million is being expensed over the period from March 4, 2019, the date the Company’s compensation committee approved the amendment, through August 30, 2021.
During the years ended December 31, 2020 2019 and 2018, the Company recorded share-based compensation expense related to the LTIP Units of $11.9 million and $11.6 million and $4.8 million, respectively, which is recorded in equity-based compensation in the consolidated statements of operations and comprehensive loss. As of December 31, 2020, the Company had $6.5 million of unrecognized compensation expense related to the LTIP Units which is expected to be recognized over a period of 0.5 years.
LTIP Units represent the maximum number of LTIP Units that may be earned by the Advisor during a performance period commencing on July 19, 2018 and ending on the earliest of (i) July 19, 2021, (ii) the effective date of any Change of Control (as defined in the 2018 OPP) and (iii) the effective date of any termination of the Advisor’s service as advisor of the Company (the “Performance Period”).
Half of the LTIP Units (the “Absolute TSR LTIP Units”) are eligible to be earned as of the last day of the Performance Period (the “Valuation Date”) if the Company achieves an absolute total stockholder return (“TSR”) for the Performance Period as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Level
|
|
Absolute TSR
|
|
Percentage of LTIP Units Earned
|
Below Threshold
|
|
Less than
|
24
|
%
|
|
|
—
|
%
|
Threshold
|
|
|
24
|
%
|
|
|
25
|
%
|
Target
|
|
|
30
|
%
|
|
|
50
|
%
|
Maximum
|
|
|
36
|
%
|
or higher
|
|
100
|
%
|
If the Company’s absolute TSR is more than 24% but less than 30%, or more than 30% but less than 36%, the percentage of the Absolute TSR LTIP Units earned is determined using linear interpolation as between those tiers, respectively.
Half of the LTIP Units (the “Relative TSR LTIP Units”) are eligible to be earned as of the Valuation Date if the amount, expressed in terms of basis points, whether positive or negative, by which the Company’s absolute TSR for the Performance Period exceeds the average TSR of a peer group for the Performance Period consisting of Colony Capital, Inc., Lexington Realty Trust, RPT Realty (formerly known as Ramco-Gershenson Properties Trust), Spirit Realty Capital, Inc. and Office Properties Income Trust as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Level
|
|
Relative TSR Excess
|
|
Percentage of Relative TSR LTIP Units Earned
|
Below Threshold
|
|
Less than
|
-600
|
|
basis points
|
|
—
|
%
|
Threshold
|
|
|
-600
|
|
basis points
|
|
25
|
%
|
Target
|
|
|
—
|
|
basis points
|
|
50
|
%
|
Maximum
|
|
|
+600
|
|
basis points
|
|
100
|
%
|
If the relative TSR excess is more than -600 basis points but less than — basis points, or more than — basis points but less than +600 basis points, the percentage of the Relative TSR LTIP Units earned is determined using linear interpolation as between those tiers, respectively.
The Advisor, as the holder of the LTIP Units, is entitled to distributions on the LTIP Units equal to 10% of the distributions made per Class A Unit (other than distributions of sale proceeds) until the LTIP Units are earned. These distributions are not
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
subject to forfeiture, even if the LTIP Units are ultimately forfeited. The Master LTIP Unit was entitled, on the Effective Date, to receive a distribution equal to the product of 10% of the distributions made per Class A Unit during the period from the Listing Date to the Effective Date multiplied by the number of LTIP Units. For the years ended December 31, 2020, 2019 and 2018, the Company paid distributions on the LTIP Units of $0.4 million, $0.5 million and $0.2 million, respectively, which is recorded in the consolidated statement of changes in equity. If any LTIP Units are earned, the holder will be entitled to a priority catch-up distribution on each earned LTIP Unit equal to the aggregate distributions paid on a Class A Unit during the Performance Period, less the aggregate distributions paid on the LTIP Unit during the Performance Period. As of the Valuation Date, the earned LTIP Units will become entitled to receive the same distributions paid on the Class A Units. Further, at the time the Advisor’s capital account with respect to an LTIP Unit that is earned and vested is economically equivalent to the average capital account balance of a Class A Unit, the Advisor, as the holder of the LTIP Unit in its sole discretion, will, in accordance with the Second A&R OP Agreement, be entitled to convert the LTIP Unit into a Class A Unit, which may, in turn, be redeemed on a one-for-one basis for, at the Company’s election, a share of Class A common stock or the cash equivalent thereof.
If the Valuation Date is the effective date of a Change of Control or a termination of the Advisor without Cause (as defined in the Advisory Agreement), the number of LTIP Units earned will be calculated based on actual performance through the last trading day prior to the effective date of the Change of Control or termination (as applicable), with the hurdles for calculating absolute TSR pro-rated to reflect that the Performance Period lasted less than three years but without pro-rating the number of Absolute TSR LTIP Units or Relative TSR LTIP Units the Advisor would be eligible to earn to reflect the shortened period.
If the Valuation Date is the effective date of a termination of the Advisor with Cause, the number of LTIP Units earned will also be calculated based on actual performance through the last trading day prior to the effective date of the termination, with the hurdles for calculating absolute TSR pro-rated to reflect that the Performance Period lasted less than three years and with the number of Absolute TSR LTIP Units or Relative TSR LTIP Units the Advisor would be eligible to earn also pro-rated to reflect the shortened period.
The award of LTIP Units under the 2018 OPP is administered by the compensation committee, provided that any of the compensation committee’s powers can be exercised instead by the Company’s board of directors if the board of directors so elects. Following the Valuation Date, the compensation committee is responsible for determining the number of Absolute TSR LTIP Units and Relative TSR LTIP Units earned, as calculated by an independent consultant engaged by the compensation committee and as approved by the compensation committee in its reasonable and good faith discretion. The compensation committee also must approve the transfer of any Absolute TSR LTIP Units and Relative TSR LTIP Units (or Class A Units into which they may be converted in accordance with the terms of the A&R LPA).
LTIP Units earned as of the Valuation Date will also become vested as of the Valuation Date. Any LTIP Units that are not earned and vested after the compensation committee makes the required determination will automatically and without notice be forfeited without the payment of any consideration by the Company or the OP, effective as of the Valuation Date.
Director Compensation
Effective on the Listing Date, the Company’s board of directors approved a new director compensation program, which replaced the Company’s existing director compensation program and superseded in all respects the director compensation previously approved by the Company’s board of directors in April 2015. Under the director compensation program, on a regular basis, each independent director receives an annual cash retainer of $60,000 and, in connection with each of the Company’s annual meetings of stockholders, a grant of $85,000 in restricted shares, vesting on the one-year anniversary of the annual meeting.
The lead independent director receives an additional annual cash retainer of $100,000, the chair of the audit committee of the Company’s board of directors receives an additional annual cash retainer of $30,000, each other member of the audit committee receives an additional annual cash retainer of $15,000, the chair of each of the compensation committee and the nominating and corporate governance committee of the Company’s board of directors receives an additional annual cash retainer of $15,000, and each other member of each of the compensation committee and the nominating and corporate governance committee will receive an additional annual cash retainer of $10,000.
Each of the Company’s directors received a one-time retention grant on September 5, 2018 of 21,234 restricted shares, representing the number of restricted shares equal to the quotient of $340,000 divided by the Initial Share Price, vesting annually over a three-year period commencing on the Listing Date in equal installments. Because the independent directors did not receive an annual grant of restricted shares in connection with the Company’s 2018 annual meeting of stockholders, on September 5, 2018 the independent directors received a grant of 5,308 restricted shares pursuant to the new director
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
compensation program, representing the number of restricted shares equal to the quotient of $85,000 divided by the Initial Share price, which vested on July 19, 2018.
Other Equity-Based Compensation
The Company may issue common stock in lieu of cash to pay fees earned by the Company’s directors at each director’s election. If the Company did so, there would be no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no shares of common stock issued to directors in lieu of cash compensation during the years ended December 31, 2020, 2019 and 2018.
Note 13 — Net Loss Per Share
The following table sets forth the basic and diluted net loss per share computations for the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders — Basic and Diluted
|
|
$
|
(46,650)
|
|
|
$
|
(3,101)
|
|
|
$
|
(37,409)
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding — Basic and Diluted
|
|
108,404,093
|
|
|
106,397,296
|
|
|
105,560,053
|
|
|
|
|
|
|
|
|
Net loss per share attributable to common stockholders — Basic and Diluted
|
|
$
|
(0.43)
|
|
|
$
|
(0.03)
|
|
|
$
|
(0.35)
|
|
Diluted net loss per share assumes the vesting or conversion of restricted shares and Class A Units into an equivalent number of unrestricted shares of Class A common stock and the conversion of all outstanding Class B Units, prior to their vesting and conversion into Class A Units which were redeemed for shares of Class A common stock in connection with the Listing (see Note 10 — Related Party Transactions and Arrangements for additional information), unless the effect is antidilutive. If dilutive, conditionally issuable shares relating to the 2018 OPP award (see Note 12 — Equity-Based Compensation) would be included in the computation of fully diluted EPS on a weighted-average basis for the years ended December 31, 2020, 2019 and 2018 based on shares that would be issued if the balance sheet date were the end of the measurement period. No LTIP Unit share equivalents were included in the computation for the years ended December 31, 2020, 2019 and 2018 because no LTIP Units would have been earned based on the trading price of Class A common stock including any cumulative dividends paid (since inception of the OPP) at December 31, 2020, 2019 and 2018.
The Company had the following restricted shares, Class A Units, Class B Units and LTIP Units on a weighted-average basis that were excluded from the calculation of diluted net loss per share as their effect would have been antidilutive for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2020
|
|
2019
|
|
2018
|
Unvested restricted shares [1]
|
|
199,325
|
|
|
128,959
|
|
|
52,847
|
|
Class A Units [2]
|
|
172,921
|
|
|
172,921
|
|
|
189,737
|
|
Class B Units [3]
|
|
—
|
|
|
—
|
|
|
573,785
|
|
LTIP Units [4]
|
|
4,496,796
|
|
|
4,496,796
|
|
|
1,515,359
|
|
Total
|
|
4,869,042
|
|
|
4,798,676
|
|
|
2,331,728
|
|
__________
[1]Weighted-average number of shares of unvested restricted shares outstanding for the periods presented. There were 400,872, 111,421 and 136,234 unvested restricted shares outstanding as of December 31, 2020, 2019 and 2018, respectively.
[2]Weighted-average number of Class A Units outstanding for the periods presented. There were 172,921 Class A Units outstanding as of December 31, 2020, 2019 and 2018.
[3]Weighted-average number of Class B Units outstanding for the period presented. There were no Class B Units outstanding as of December 31, 2020, 2019 and 2018.
[4]Weighted-average number of LTIP Units outstanding for the periods presented. There were 4,496,796 LTIP Units outstanding as of December 31, 2020, 2019 and 2018.
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Note 14 – Quarterly Results (Unaudited)
Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
(In thousands, except share and per share amounts)
|
|
March 31, 2020
|
|
June 30, 2020
|
|
September 30, 2020
|
|
December 31, 2020
|
Revenue from tenants
|
|
$
|
74,564
|
|
|
$
|
74,934
|
|
|
$
|
78,489
|
|
|
$
|
77,237
|
|
Net loss attributable to common stockholders
|
|
$
|
(9,153)
|
|
|
$
|
(21,803)
|
|
|
$
|
(7,091)
|
|
|
$
|
(8,603)
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding — Basic
|
|
108,364,082
|
|
|
108,386,013
|
|
|
108,429,315
|
|
|
108,436,329
|
|
Weighted-average shares outstanding — Diluted
|
|
108,364,082
|
|
|
108,386,013
|
|
|
108,429,315
|
|
|
108,436,329
|
|
Net loss per share attributable to common stockholders — Basic and Diluted
|
|
$
|
(0.08)
|
|
|
$
|
(0.20)
|
|
|
$
|
(0.07)
|
|
|
$
|
(0.08)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
(In thousands, except share and per share amounts)
|
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
Revenue from tenants
|
|
$
|
71,541
|
|
|
$
|
79,109
|
|
|
$
|
72,863
|
|
|
$
|
76,231
|
|
Net (loss) income attributable to common stockholders
|
|
(3,227)
|
|
|
7,884
|
|
|
(2,931)
|
|
|
$
|
(4,827)
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding — Basic
|
|
106,076,588
|
|
|
106,075,741
|
|
|
106,139,668
|
|
|
107,286,620
|
|
Weighted-average shares outstanding — Diluted
|
|
106,076,588
|
|
|
106,394,277
|
|
|
106,139,668
|
|
|
107,286,620
|
|
Net loss per share attributable to common stockholders — Basic and Diluted
|
|
$
|
(0.03)
|
|
|
$
|
0.07
|
|
|
$
|
(0.03)
|
|
|
$
|
(0.04)
|
|
Note 15 — Subsequent Events
The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements except for the following disclosures:
Amendment to the Advisory Agreement
On January 13, 2021 the Company and the OP entered into Amendment No. 4 to the Advisory Agreement with the Advisor to extend the expiration of the previously disclosed modified quarterly thresholds the Company must reach on a quarterly basis for the Advisor to receive the variable management fee from the end of the fiscal quarter ended December 31, 2020 to the end of the fiscal quarter ending December 31, 2021.
Dispositions
Subsequent to December 31, 2020, the Company sold two properties with an aggregate contract sale price of $0.6 million.
ATM Program — Series A Preferred Stock
On January 13, 2021, the Company and the OP entered into a third amendment to the equity distribution agreement related to the Series A Preferred Stock ATM Program, solely for the purpose of increasing the maximum aggregate offering price of the Series A Preferred Stock that may be offered and sold by the Company from time to time from $100.0 million to $200.0 million.
ATM Program — Series C Preferred Stock
On January 13, 2021, the Company established the Series C Preferred Stock ATM Program pursuant to which the Company may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series C Preferred Stock having an aggregate offering price of up to $200.0 million.
Stockholder Rights Plan Amendment
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
In February 2021, the Company amended the rights agreement related to its stockholder rights plan to extend the expiration date of the rights under the plan from April 2021 to April 2024 unless earlier exercised, exchanged, amended, redeemed or terminated.
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Dollar General I
|
|
Retail
|
|
Mission
|
|
TX
|
|
4/29/2013
|
|
$
|
—
|
|
(1)
|
$
|
142
|
|
|
$
|
807
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
949
|
|
|
$
|
287
|
|
Dollar General I
|
|
Retail
|
|
Sullivan
|
|
MO
|
|
5/3/2013
|
|
—
|
|
(1)
|
146
|
|
|
825
|
|
|
—
|
|
|
—
|
|
|
971
|
|
|
293
|
|
Walgreens I
|
|
Retail
|
|
Pine Bluff
|
|
AR
|
|
7/8/2013
|
|
—
|
|
—
|
159
|
|
|
3,016
|
|
|
—
|
|
|
—
|
|
|
3,175
|
|
|
1,131
|
|
Dollar General II
|
|
Retail
|
|
Bogalusa
|
|
LA
|
|
7/12/2013
|
|
—
|
|
(1)
|
107
|
|
|
965
|
|
|
—
|
|
|
1
|
|
|
1,073
|
|
|
339
|
|
Dollar General II
|
|
Retail
|
|
Donaldsonville
|
|
LA
|
|
7/12/2013
|
|
—
|
|
(1)
|
97
|
|
|
871
|
|
|
—
|
|
|
—
|
|
|
968
|
|
|
306
|
|
AutoZone I
|
|
Retail
|
|
Cut Off
|
|
LA
|
|
7/16/2013
|
|
—
|
|
(1)
|
67
|
|
|
1,282
|
|
|
—
|
|
|
—
|
|
|
1,349
|
|
|
447
|
|
Dollar General III
|
|
Retail
|
|
Athens
|
|
MI
|
|
7/16/2013
|
|
—
|
|
(1)
|
48
|
|
|
907
|
|
|
—
|
|
|
—
|
|
|
955
|
|
|
317
|
|
Dollar General III
|
|
Retail
|
|
Fowler
|
|
MI
|
|
7/16/2013
|
|
—
|
|
(1)
|
49
|
|
|
940
|
|
|
—
|
|
|
—
|
|
|
989
|
|
|
328
|
|
Dollar General III
|
|
Retail
|
|
Hudson
|
|
MI
|
|
7/16/2013
|
|
—
|
|
(1)
|
102
|
|
|
922
|
|
|
—
|
|
|
—
|
|
|
1,024
|
|
|
322
|
|
Dollar General III
|
|
Retail
|
|
Muskegon
|
|
MI
|
|
7/16/2013
|
|
—
|
|
(1)
|
49
|
|
|
939
|
|
|
—
|
|
|
—
|
|
|
988
|
|
|
328
|
|
Dollar General III
|
|
Retail
|
|
Reese
|
|
MI
|
|
7/16/2013
|
|
—
|
|
(1)
|
150
|
|
|
848
|
|
|
—
|
|
|
—
|
|
|
998
|
|
|
296
|
|
BSFS I
|
|
Retail
|
|
Fort Myers
|
|
FL
|
|
7/18/2013
|
|
—
|
|
(1)
|
1,215
|
|
|
1,822
|
|
|
—
|
|
|
—
|
|
|
3,037
|
|
|
687
|
|
Dollar General IV
|
|
Retail
|
|
Bainbridge
|
|
GA
|
|
7/29/2013
|
|
—
|
|
(1)
|
233
|
|
|
700
|
|
|
—
|
|
|
—
|
|
|
933
|
|
|
244
|
|
Dollar General IV
|
|
Retail
|
|
Vanleer
|
|
TN
|
|
7/29/2013
|
|
—
|
|
(1)
|
78
|
|
|
705
|
|
|
—
|
|
|
—
|
|
|
783
|
|
|
246
|
|
Tractor Supply I
|
|
Retail
|
|
Vernon
|
|
CT
|
|
8/1/2013
|
|
—
|
|
(1)
|
358
|
|
|
3,220
|
|
|
—
|
|
|
—
|
|
|
3,578
|
|
|
1,030
|
|
Dollar General V
|
|
Retail
|
|
Meraux
|
|
LA
|
|
8/2/2013
|
|
—
|
|
(1)
|
708
|
|
|
1,315
|
|
|
—
|
|
|
—
|
|
|
2,023
|
|
|
459
|
|
Mattress Firm I
|
|
Retail
|
|
Tallahassee
|
|
FL
|
|
8/7/2013
|
|
—
|
|
—
|
1,015
|
|
|
1,241
|
|
|
—
|
|
|
—
|
|
|
2,256
|
|
|
433
|
|
Family Dollar I
|
|
Retail
|
|
Butler
|
|
KY
|
|
8/12/2013
|
|
—
|
|
(1)
|
126
|
|
|
711
|
|
|
—
|
|
|
—
|
|
|
837
|
|
|
248
|
|
Lowe's I
|
(16)
|
Retail
|
|
Fayetteville
|
|
NC
|
|
8/19/2013
|
|
—
|
|
(1)
|
—
|
|
|
6,422
|
|
|
—
|
|
|
—
|
|
|
6,422
|
|
|
2,072
|
|
Lowe's I
|
(16)
|
Retail
|
|
Macon
|
|
GA
|
|
8/19/2013
|
|
—
|
|
(1)
|
—
|
|
|
8,420
|
|
|
—
|
|
|
—
|
|
|
8,420
|
|
|
2,716
|
|
Lowe's I
|
|
Retail
|
|
New Bern
|
|
NC
|
|
8/19/2013
|
|
—
|
|
(1)
|
1,812
|
|
|
10,269
|
|
|
—
|
|
|
—
|
|
|
12,081
|
|
|
3,313
|
|
Lowe's I
|
|
Retail
|
|
Rocky Mount
|
|
NC
|
|
8/19/2013
|
|
—
|
|
(1)
|
1,931
|
|
|
10,940
|
|
|
—
|
|
|
—
|
|
|
12,871
|
|
|
3,529
|
|
O'Reilly Auto Parts I
|
|
Retail
|
|
Manitowoc
|
|
WI
|
|
8/19/2013
|
|
—
|
|
(1)
|
85
|
|
|
761
|
|
|
—
|
|
|
—
|
|
|
846
|
|
|
264
|
|
Food Lion I
|
|
Retail
|
|
Charlotte
|
|
NC
|
|
8/20/2013
|
|
—
|
|
(1)
|
3,132
|
|
|
4,697
|
|
|
—
|
|
|
—
|
|
|
7,829
|
|
|
1,496
|
|
Family Dollar II
|
|
Retail
|
|
Danville
|
|
AR
|
|
8/21/2013
|
|
—
|
|
(1)
|
170
|
|
|
679
|
|
|
—
|
|
|
—
|
|
|
849
|
|
|
235
|
|
Lowe's I
|
(16)
|
Retail
|
|
Aiken
|
|
SC
|
|
8/22/2013
|
|
—
|
|
(1)
|
1,764
|
|
|
7,056
|
|
|
—
|
|
|
—
|
|
|
8,820
|
|
|
2,272
|
|
Dollar General VII
|
|
Retail
|
|
Gasburg
|
|
VA
|
|
8/23/2013
|
|
—
|
|
(1)
|
52
|
|
|
993
|
|
|
—
|
|
|
—
|
|
|
1,045
|
|
|
344
|
|
Dollar General VI
|
|
Retail
|
|
Natalbany
|
|
LA
|
|
8/23/2013
|
|
—
|
|
(1)
|
379
|
|
|
883
|
|
|
—
|
|
|
—
|
|
|
1,262
|
|
|
306
|
|
Walgreens II
|
(16)
|
Retail
|
|
Tucker
|
|
GA
|
|
8/23/2013
|
|
—
|
|
(1)
|
—
|
|
|
2,524
|
|
|
—
|
|
|
—
|
|
|
2,524
|
|
|
934
|
|
Family Dollar III
|
|
Retail
|
|
Challis
|
|
ID
|
|
8/27/2013
|
|
—
|
|
(1)
|
44
|
|
|
828
|
|
|
—
|
|
|
—
|
|
|
872
|
|
|
287
|
|
Chili's I
|
|
Retail
|
|
Lake Jackson
|
|
TX
|
|
8/30/2013
|
|
—
|
|
(1)
|
746
|
|
|
1,741
|
|
|
—
|
|
|
—
|
|
|
2,487
|
|
|
736
|
|
Chili's I
|
|
Retail
|
|
Victoria
|
|
TX
|
|
8/30/2013
|
|
—
|
|
(1)
|
813
|
|
|
1,897
|
|
|
—
|
|
|
—
|
|
|
2,710
|
|
|
802
|
|
CVS I
|
|
Retail
|
|
Anniston
|
|
AL
|
|
8/30/2013
|
|
—
|
|
(1)
|
472
|
|
|
1,887
|
|
|
—
|
|
|
—
|
|
|
2,359
|
|
|
698
|
|
Joe's Crab Shack I
|
|
Retail
|
|
Westminster
|
|
CO
|
|
8/30/2013
|
|
—
|
|
—
|
1,136
|
|
|
2,650
|
|
|
—
|
|
|
—
|
|
|
3,786
|
|
|
1,121
|
|
Tire Kingdom I
|
|
Retail
|
|
Lake Wales
|
|
FL
|
|
9/4/2013
|
|
—
|
|
(1)
|
556
|
|
|
1,296
|
|
|
—
|
|
|
—
|
|
|
1,852
|
|
|
485
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
AutoZone II
|
|
Retail
|
|
Temple
|
|
GA
|
|
9/6/2013
|
|
—
|
|
(1)
|
569
|
|
|
854
|
|
|
—
|
|
|
—
|
|
|
1,423
|
|
|
296
|
|
Dollar General VIII
|
|
Retail
|
|
Stanleytown
|
|
VA
|
|
9/6/2013
|
|
—
|
|
(1)
|
185
|
|
|
1,049
|
|
|
—
|
|
|
—
|
|
|
1,234
|
|
|
364
|
|
Family Dollar IV
|
|
Retail
|
|
Oil City
|
|
LA
|
|
9/9/2013
|
|
—
|
|
(1)
|
76
|
|
|
685
|
|
|
—
|
|
|
—
|
|
|
761
|
|
|
237
|
|
Fresenius I
|
|
Retail
|
|
Montevallo
|
|
AL
|
|
9/12/2013
|
|
—
|
|
(1)
|
300
|
|
|
1,699
|
|
|
—
|
|
|
—
|
|
|
1,999
|
|
|
514
|
|
Dollar General IX
|
|
Retail
|
|
Mabelvale
|
|
AR
|
|
9/13/2013
|
|
—
|
|
(1)
|
38
|
|
|
723
|
|
|
—
|
|
|
—
|
|
|
761
|
|
|
250
|
|
Advance Auto I
|
|
Retail
|
|
Angola
|
|
IN
|
|
9/19/2013
|
|
—
|
|
(1)
|
35
|
|
|
671
|
|
|
—
|
|
|
—
|
|
|
706
|
|
|
231
|
|
Arby's I
|
|
Retail
|
|
Hernando
|
|
MS
|
|
9/19/2013
|
|
—
|
|
(1)
|
624
|
|
|
1,455
|
|
|
—
|
|
|
—
|
|
|
2,079
|
|
|
612
|
|
CVS II
|
(16)
|
Retail
|
|
Holyoke
|
|
MA
|
|
9/19/2013
|
|
—
|
|
(1)
|
—
|
|
|
2,258
|
|
|
—
|
|
|
—
|
|
|
2,258
|
|
|
830
|
|
Walgreens III
|
|
Retail
|
|
Lansing
|
|
MI
|
|
9/19/2013
|
|
—
|
|
(1)
|
216
|
|
|
4,099
|
|
|
—
|
|
|
—
|
|
|
4,315
|
|
|
1,507
|
|
Walgreens IV
|
|
Retail
|
|
Beaumont
|
|
TX
|
|
9/20/2013
|
|
—
|
|
(1)
|
499
|
|
|
1,995
|
|
|
—
|
|
|
—
|
|
|
2,494
|
|
|
733
|
|
AmeriCold I
|
|
Distribution
|
|
Belvidere
|
|
IL
|
|
9/24/2013
|
|
—
|
|
(1)
|
2,170
|
|
|
17,843
|
|
|
—
|
|
|
—
|
|
|
20,013
|
|
|
6,928
|
|
AmeriCold I
|
|
Distribution
|
|
Brooklyn Park
|
|
MN
|
|
9/24/2013
|
|
—
|
|
(1)
|
1,590
|
|
|
11,940
|
|
|
—
|
|
|
—
|
|
|
13,530
|
|
|
4,636
|
|
AmeriCold I
|
|
Distribution
|
|
Cartersville
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
1,640
|
|
|
14,533
|
|
|
—
|
|
|
—
|
|
|
16,173
|
|
|
5,643
|
|
AmeriCold I
|
|
Distribution
|
|
Douglas
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
750
|
|
|
7,076
|
|
|
—
|
|
|
—
|
|
|
7,826
|
|
|
2,747
|
|
AmeriCold I
|
|
Distribution
|
|
Gaffney
|
|
SC
|
|
9/24/2013
|
|
—
|
|
(1)
|
1,360
|
|
|
5,666
|
|
|
—
|
|
|
—
|
|
|
7,026
|
|
|
2,200
|
|
AmeriCold I
|
|
Distribution
|
|
Gainesville
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
1,580
|
|
|
13,838
|
|
|
—
|
|
|
—
|
|
|
15,418
|
|
|
5,372
|
|
AmeriCold I
|
|
Distribution
|
|
Pendergrass
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
2,810
|
|
|
26,572
|
|
|
—
|
|
|
—
|
|
|
29,382
|
|
|
10,317
|
|
AmeriCold I
|
|
Distribution
|
|
Piedmont
|
|
SC
|
|
9/24/2013
|
|
—
|
|
(1)
|
3,030
|
|
|
24,067
|
|
|
—
|
|
|
—
|
|
|
27,097
|
|
|
9,344
|
|
AmeriCold I
|
|
Distribution
|
|
Zumbrota
|
|
MN
|
|
9/24/2013
|
|
—
|
|
(1)
|
2,440
|
|
|
18,152
|
|
|
—
|
|
|
—
|
|
|
20,592
|
|
|
7,048
|
|
Dollar General X
|
|
Retail
|
|
Greenwell Springs
|
|
LA
|
|
9/24/2013
|
|
—
|
|
(1)
|
114
|
|
|
1,029
|
|
|
—
|
|
|
—
|
|
|
1,143
|
|
|
354
|
|
Home Depot I
|
|
Distribution
|
|
Birmingham
|
|
AL
|
|
9/24/2013
|
|
—
|
|
(1)
|
3,660
|
|
|
33,667
|
|
|
—
|
|
|
—
|
|
|
37,327
|
|
|
10,735
|
|
Home Depot I
|
|
Distribution
|
|
Valdosta
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
2,930
|
|
|
30,538
|
|
|
—
|
|
|
—
|
|
|
33,468
|
|
|
9,737
|
|
National Tire & Battery I
|
|
Retail
|
|
San Antonio
|
|
TX
|
|
9/24/2013
|
|
—
|
|
—
|
577
|
|
|
577
|
|
|
—
|
|
|
—
|
|
|
1,154
|
|
|
214
|
|
New Breed Logistics I
|
|
Distribution
|
|
Hanahan
|
|
SC
|
|
9/24/2013
|
|
—
|
|
(1)
|
2,940
|
|
|
19,171
|
|
|
—
|
|
|
—
|
|
|
22,111
|
|
|
7,443
|
|
Truist Bank I
|
|
Retail
|
|
Atlanta
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
570
|
|
|
1,152
|
|
|
—
|
|
|
—
|
|
|
1,722
|
|
|
380
|
|
Truist Bank I
|
|
Retail
|
|
Cary
|
|
NC
|
|
9/24/2013
|
|
—
|
|
(1)
|
370
|
|
|
841
|
|
|
—
|
|
|
—
|
|
|
1,211
|
|
|
277
|
|
Truist Bank I
|
|
Retail
|
|
Chattanooga
|
|
TN
|
|
9/24/2013
|
|
—
|
|
(1)
|
220
|
|
|
781
|
|
|
—
|
|
|
10
|
|
|
1,011
|
|
|
258
|
|
Truist Bank I
|
|
Retail
|
|
Doswell
|
|
VA
|
|
9/24/2013
|
|
—
|
|
(1)
|
190
|
|
|
510
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|
168
|
|
Truist Bank I
|
|
Retail
|
|
Fort Pierce
|
|
FL
|
|
9/24/2013
|
|
—
|
|
(1)
|
720
|
|
|
1,434
|
|
|
(161)
|
|
|
(248)
|
|
|
1,745
|
|
|
441
|
|
Truist Bank I
|
|
Retail
|
|
Nashville
|
|
TN
|
|
9/24/2013
|
|
—
|
|
(1)
|
190
|
|
|
666
|
|
|
—
|
|
|
—
|
|
|
856
|
|
|
220
|
|
Truist Bank I
|
|
Retail
|
|
New Market
|
|
VA
|
|
9/24/2013
|
|
—
|
|
(1)
|
330
|
|
|
948
|
|
|
—
|
|
|
—
|
|
|
1,278
|
|
|
313
|
|
Truist Bank I
|
|
Retail
|
|
New Smyrna Beach
|
|
FL
|
|
9/24/2013
|
|
—
|
|
(1)
|
740
|
|
|
2,859
|
|
|
—
|
|
|
—
|
|
|
3,599
|
|
|
943
|
|
Truist Bank I
|
|
Retail
|
|
Oak Ridge
|
|
TN
|
|
9/24/2013
|
|
—
|
|
(1)
|
500
|
|
|
1,277
|
|
|
—
|
|
|
9
|
|
|
1,786
|
|
|
421
|
|
Truist Bank I
|
|
Retail
|
|
Orlando
|
|
FL
|
|
9/24/2013
|
|
—
|
|
(1)
|
410
|
|
|
2,078
|
|
|
—
|
|
|
—
|
|
|
2,488
|
|
|
686
|
|
Truist Bank I
|
|
Retail
|
|
Orlando
|
|
FL
|
|
9/24/2013
|
|
—
|
|
(1)
|
540
|
|
|
3,069
|
|
|
—
|
|
|
—
|
|
|
3,609
|
|
|
1,013
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Truist Bank I
|
|
Retail
|
|
Savannah
|
|
TN
|
|
9/24/2013
|
|
—
|
|
(1)
|
390
|
|
|
1,179
|
|
|
—
|
|
|
—
|
|
|
1,569
|
|
|
389
|
|
Truist Bank I
|
|
Retail
|
|
Stokesdale
|
|
NC
|
|
9/24/2013
|
|
—
|
|
(1)
|
230
|
|
|
581
|
|
|
—
|
|
|
—
|
|
|
811
|
|
|
192
|
|
Truist Bank I
|
|
Retail
|
|
Summerfield
|
|
NC
|
|
9/24/2013
|
|
—
|
|
(1)
|
210
|
|
|
605
|
|
|
—
|
|
|
—
|
|
|
815
|
|
|
199
|
|
Truist Bank I
|
|
Retail
|
|
Thomson
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
480
|
|
|
1,015
|
|
|
—
|
|
|
—
|
|
|
1,495
|
|
|
335
|
|
Truist Bank I
|
|
Retail
|
|
Vinton
|
|
VA
|
|
9/24/2013
|
|
—
|
|
(1)
|
120
|
|
|
366
|
|
|
—
|
|
|
—
|
|
|
486
|
|
|
121
|
|
Truist Bank I
|
|
Retail
|
|
Washington
|
|
DC
|
|
9/24/2013
|
|
—
|
|
(1)
|
590
|
|
|
2,366
|
|
|
—
|
|
|
—
|
|
|
2,956
|
|
|
781
|
|
Truist Bank I
|
|
Retail
|
|
Waycross
|
|
GA
|
|
9/24/2013
|
|
—
|
|
(1)
|
300
|
|
|
1,425
|
|
|
—
|
|
|
—
|
|
|
1,725
|
|
|
470
|
|
Truist Bank I
|
|
Retail
|
|
Waynesville
|
|
NC
|
|
9/24/2013
|
|
—
|
|
(1)
|
200
|
|
|
874
|
|
|
—
|
|
|
—
|
|
|
1,074
|
|
|
288
|
|
Circle K I
|
|
Retail
|
|
Aledo
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
427
|
|
|
1,709
|
|
|
—
|
|
|
—
|
|
|
2,136
|
|
|
588
|
|
Circle K I
|
|
Retail
|
|
Bedford
|
|
OH
|
|
9/25/2013
|
|
—
|
|
(1)
|
702
|
|
|
702
|
|
|
—
|
|
|
—
|
|
|
1,404
|
|
|
242
|
|
Circle K I
|
|
Retail
|
|
Bloomington
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
395
|
|
|
592
|
|
|
—
|
|
|
—
|
|
|
987
|
|
|
204
|
|
Circle K I
|
|
Retail
|
|
Bloomington
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
316
|
|
|
586
|
|
|
—
|
|
|
—
|
|
|
902
|
|
|
202
|
|
Circle K I
|
|
Retail
|
|
Burlington
|
|
IA
|
|
9/25/2013
|
|
—
|
|
(1)
|
224
|
|
|
523
|
|
|
—
|
|
|
—
|
|
|
747
|
|
|
180
|
|
Circle K I
|
|
Retail
|
|
Champaign
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
412
|
|
|
504
|
|
|
—
|
|
|
—
|
|
|
916
|
|
|
173
|
|
Circle K I
|
|
Retail
|
|
Clinton
|
|
IA
|
|
9/25/2013
|
|
—
|
|
(1)
|
334
|
|
|
779
|
|
|
—
|
|
|
—
|
|
|
1,113
|
|
|
268
|
|
Circle K I
|
|
Retail
|
|
Galesburg
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
355
|
|
|
829
|
|
|
—
|
|
|
—
|
|
|
1,184
|
|
|
285
|
|
Circle K I
|
|
Retail
|
|
Jacksonville
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
316
|
|
|
474
|
|
|
—
|
|
|
—
|
|
|
790
|
|
|
163
|
|
Circle K I
|
|
Retail
|
|
Jacksonville
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
351
|
|
|
818
|
|
|
—
|
|
|
—
|
|
|
1,169
|
|
|
282
|
|
Circle K I
|
|
Retail
|
|
Lafayette
|
|
IN
|
|
9/25/2013
|
|
—
|
|
(1)
|
401
|
|
|
746
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
|
257
|
|
Circle K I
|
|
Retail
|
|
Mattoon
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
608
|
|
|
1,129
|
|
|
—
|
|
|
—
|
|
|
1,737
|
|
|
389
|
|
Circle K I
|
|
Retail
|
|
Morton
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
350
|
|
|
525
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|
181
|
|
Circle K I
|
|
Retail
|
|
Muscatine
|
|
IA
|
|
9/25/2013
|
|
—
|
|
(1)
|
274
|
|
|
821
|
|
|
—
|
|
|
—
|
|
|
1,095
|
|
|
283
|
|
Circle K I
|
|
Retail
|
|
Paris
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
429
|
|
|
797
|
|
|
—
|
|
|
—
|
|
|
1,226
|
|
|
275
|
|
Circle K I
|
|
Retail
|
|
Staunton
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
467
|
|
|
1,867
|
|
|
—
|
|
|
—
|
|
|
2,334
|
|
|
643
|
|
Circle K I
|
|
Retail
|
|
Streetsboro
|
|
OH
|
|
9/25/2013
|
|
—
|
|
(1)
|
540
|
|
|
540
|
|
|
—
|
|
|
—
|
|
|
1,080
|
|
|
186
|
|
Circle K I
|
|
Retail
|
|
Vandalia
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
529
|
|
|
983
|
|
|
—
|
|
|
—
|
|
|
1,512
|
|
|
338
|
|
Circle K I
|
|
Retail
|
|
Virden
|
|
IL
|
|
9/25/2013
|
|
—
|
|
(1)
|
302
|
|
|
1,208
|
|
|
—
|
|
|
—
|
|
|
1,510
|
|
|
416
|
|
Walgreens VI
|
|
Retail
|
|
Gillette
|
|
WY
|
|
9/27/2013
|
|
—
|
|
(1)
|
1,198
|
|
|
2,796
|
|
|
—
|
|
|
—
|
|
|
3,994
|
|
|
1,027
|
|
Walgreens V
|
|
Retail
|
|
Oklahoma City
|
|
OK
|
|
9/27/2013
|
|
—
|
|
(1)
|
1,295
|
|
|
3,884
|
|
|
—
|
|
|
—
|
|
|
5,179
|
|
|
1,427
|
|
1st Constitution Bancorp I
|
|
Retail
|
|
Hightstown
|
|
NJ
|
|
9/30/2013
|
|
—
|
|
(1)
|
260
|
|
|
1,471
|
|
|
—
|
|
|
—
|
|
|
1,731
|
|
|
485
|
|
American Tire Distributors I
|
|
Distribution
|
|
Chattanooga
|
|
TN
|
|
9/30/2013
|
|
—
|
|
(1)
|
401
|
|
|
7,626
|
|
|
—
|
|
|
—
|
|
|
8,027
|
|
|
2,961
|
|
FedEx Ground I
|
|
Distribution
|
|
Watertown
|
|
SD
|
|
9/30/2013
|
|
—
|
|
(1)
|
136
|
|
|
2,581
|
|
|
—
|
|
|
—
|
|
|
2,717
|
|
|
1,002
|
|
Krystal I
|
|
Retail
|
|
Chattanooga
|
|
TN
|
|
9/30/2013
|
|
—
|
|
—
|
285
|
|
|
855
|
|
|
—
|
|
|
—
|
|
|
1,140
|
|
|
360
|
|
Krystal I
|
|
Retail
|
|
Cleveland
|
|
TN
|
|
9/30/2013
|
|
—
|
|
—
|
207
|
|
|
1,171
|
|
|
—
|
|
|
—
|
|
|
1,378
|
|
|
493
|
|
Krystal I
|
|
Retail
|
|
Columbus
|
|
GA
|
|
9/30/2013
|
|
—
|
|
—
|
143
|
|
|
1,288
|
|
|
—
|
|
|
—
|
|
|
1,431
|
|
|
542
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Krystal I
|
|
Retail
|
|
Ft. Oglethorpe
|
|
GA
|
|
9/30/2013
|
|
—
|
|
—
|
181
|
|
|
1,024
|
|
|
—
|
|
|
—
|
|
|
1,205
|
|
|
431
|
|
Krystal I
|
|
Retail
|
|
Jacksonville
|
|
FL
|
|
9/30/2013
|
|
—
|
|
—
|
533
|
|
|
799
|
|
|
—
|
|
|
—
|
|
|
1,332
|
|
|
336
|
|
Krystal I
|
|
Retail
|
|
Madison
|
|
TN
|
|
9/30/2013
|
|
—
|
|
—
|
416
|
|
|
624
|
|
|
—
|
|
|
—
|
|
|
1,040
|
|
|
263
|
|
O'Charley's I
|
|
Retail
|
|
Carrollton
|
|
GA
|
|
9/30/2013
|
|
—
|
|
(1)
|
457
|
|
|
1,067
|
|
|
—
|
|
|
—
|
|
|
1,524
|
|
|
449
|
|
O'Charley's I
|
|
Retail
|
|
Champaign
|
|
IL
|
|
9/30/2013
|
|
—
|
|
(1)
|
256
|
|
|
1,449
|
|
|
—
|
|
|
—
|
|
|
1,705
|
|
|
610
|
|
O'Charley's I
|
|
Retail
|
|
Clarksville
|
|
TN
|
|
9/30/2013
|
|
—
|
|
(1)
|
917
|
|
|
1,376
|
|
|
—
|
|
|
—
|
|
|
2,293
|
|
|
579
|
|
O'Charley's I
|
|
Retail
|
|
Columbus
|
|
OH
|
|
9/30/2013
|
|
—
|
|
(1)
|
271
|
|
|
1,533
|
|
|
—
|
|
|
—
|
|
|
1,804
|
|
|
645
|
|
O'Charley's I
|
|
Retail
|
|
Conyers
|
|
GA
|
|
9/30/2013
|
|
—
|
|
(1)
|
373
|
|
|
2,113
|
|
|
—
|
|
|
—
|
|
|
2,486
|
|
|
888
|
|
O'Charley's I
|
|
Retail
|
|
Corydon
|
|
IN
|
|
9/30/2013
|
|
—
|
|
(1)
|
260
|
|
|
1,473
|
|
|
—
|
|
|
—
|
|
|
1,733
|
|
|
619
|
|
O'Charley's I
|
|
Retail
|
|
Daphne
|
|
AL
|
|
9/30/2013
|
|
—
|
|
(1)
|
142
|
|
|
1,275
|
|
|
—
|
|
|
—
|
|
|
1,417
|
|
|
536
|
|
O'Charley's I
|
|
Retail
|
|
Foley
|
|
AL
|
|
9/30/2013
|
|
—
|
|
(1)
|
264
|
|
|
1,495
|
|
|
—
|
|
|
—
|
|
|
1,759
|
|
|
629
|
|
O'Charley's I
|
|
Retail
|
|
Greenfield
|
|
IN
|
|
9/30/2013
|
|
—
|
|
(1)
|
507
|
|
|
1,184
|
|
|
—
|
|
|
—
|
|
|
1,691
|
|
|
498
|
|
O'Charley's I
|
|
Retail
|
|
Grove City
|
|
OH
|
|
9/30/2013
|
|
—
|
|
(1)
|
387
|
|
|
1,546
|
|
|
—
|
|
|
—
|
|
|
1,933
|
|
|
650
|
|
O'Charley's I
|
|
Retail
|
|
Hattiesburg
|
|
MS
|
|
9/30/2013
|
|
—
|
|
(1)
|
413
|
|
|
1,651
|
|
|
—
|
|
|
—
|
|
|
2,064
|
|
|
694
|
|
O'Charley's I
|
|
Retail
|
|
Lake Charles
|
|
LA
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,118
|
|
|
1,367
|
|
|
—
|
|
|
—
|
|
|
2,485
|
|
|
575
|
|
O'Charley's I
|
|
Retail
|
|
Mcdonough
|
|
GA
|
|
9/30/2013
|
|
—
|
|
(1)
|
335
|
|
|
1,898
|
|
|
—
|
|
|
—
|
|
|
2,233
|
|
|
798
|
|
O'Charley's I
|
|
Retail
|
|
Murfreesboro
|
|
TN
|
|
9/30/2013
|
|
—
|
|
(1)
|
597
|
|
|
1,109
|
|
|
—
|
|
|
—
|
|
|
1,706
|
|
|
466
|
|
O'Charley's I
|
|
Retail
|
|
Salisbury
|
|
NC
|
|
9/30/2013
|
|
—
|
|
(1)
|
439
|
|
|
1,024
|
|
|
—
|
|
|
—
|
|
|
1,463
|
|
|
431
|
|
O'Charley's I
|
|
Retail
|
|
Simpsonville
|
|
SC
|
|
9/30/2013
|
|
—
|
|
(1)
|
349
|
|
|
1,395
|
|
|
—
|
|
|
—
|
|
|
1,744
|
|
|
586
|
|
O'Charley's I
|
|
Retail
|
|
Southaven
|
|
MS
|
|
9/30/2013
|
|
—
|
|
(1)
|
836
|
|
|
1,553
|
|
|
—
|
|
|
—
|
|
|
2,389
|
|
|
653
|
|
O'Charley's I
|
|
Retail
|
|
Springfield
|
|
OH
|
|
9/30/2013
|
|
—
|
|
(1)
|
262
|
|
|
1,484
|
|
|
—
|
|
|
—
|
|
|
1,746
|
|
|
624
|
|
Walgreens VII
|
|
Retail
|
|
Alton
|
|
IL
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,158
|
|
|
3,474
|
|
|
—
|
|
|
—
|
|
|
4,632
|
|
|
1,277
|
|
Walgreens VII
|
|
Retail
|
|
Florissant
|
|
MO
|
|
9/30/2013
|
|
—
|
|
(1)
|
561
|
|
|
1,309
|
|
|
—
|
|
|
—
|
|
|
1,870
|
|
|
481
|
|
Walgreens VII
|
|
Retail
|
|
Florissant
|
|
MO
|
|
9/30/2013
|
|
—
|
|
(1)
|
474
|
|
|
1,422
|
|
|
—
|
|
|
—
|
|
|
1,896
|
|
|
523
|
|
Walgreens VII
|
|
Retail
|
|
Mahomet
|
|
IL
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,432
|
|
|
2,659
|
|
|
—
|
|
|
—
|
|
|
4,091
|
|
|
977
|
|
Walgreens VII
|
|
Retail
|
|
Monroe
|
|
MI
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,149
|
|
|
2,680
|
|
|
—
|
|
|
—
|
|
|
3,829
|
|
|
985
|
|
Walgreens VII
|
|
Retail
|
|
Springfield
|
|
IL
|
|
9/30/2013
|
|
—
|
|
(1)
|
1,319
|
|
|
3,077
|
|
|
—
|
|
|
—
|
|
|
4,396
|
|
|
1,131
|
|
Walgreens VII
|
|
Retail
|
|
St Louis
|
|
MO
|
|
9/30/2013
|
|
—
|
|
(1)
|
903
|
|
|
2,107
|
|
|
—
|
|
|
—
|
|
|
3,010
|
|
|
774
|
|
Walgreens VII
|
|
Retail
|
|
Washington
|
|
IL
|
|
9/30/2013
|
|
—
|
|
(1)
|
964
|
|
|
2,893
|
|
|
—
|
|
|
—
|
|
|
3,857
|
|
|
1,063
|
|
Tractor Supply II
|
|
Retail
|
|
Houghton
|
|
MI
|
|
10/3/2013
|
|
—
|
|
(1)
|
204
|
|
|
1,158
|
|
|
—
|
|
|
—
|
|
|
1,362
|
|
|
364
|
|
National Tire & Battery II
|
(16)
|
Retail
|
|
Mundelein
|
|
IL
|
|
10/4/2013
|
|
—
|
|
—
|
—
|
|
|
1,742
|
|
|
—
|
|
|
—
|
|
|
1,742
|
|
|
646
|
|
United Healthcare I
|
|
Office
|
|
Howard (Green Bay)
|
|
WI
|
|
10/7/2013
|
|
—
|
|
—
|
3,805
|
|
|
47,565
|
|
|
—
|
|
|
—
|
|
|
51,370
|
|
|
9,186
|
|
Tractor Supply III
|
|
Retail
|
|
Harlan
|
|
KY
|
|
10/16/2013
|
|
—
|
|
(1)
|
248
|
|
|
2,232
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
|
695
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Mattress Firm II
|
|
Retail
|
|
Knoxville
|
|
TN
|
|
10/18/2013
|
|
—
|
|
(1)
|
189
|
|
|
754
|
|
|
—
|
|
|
—
|
|
|
943
|
|
|
258
|
|
Dollar General XI
|
|
Retail
|
|
Greenville
|
|
MS
|
|
10/23/2013
|
|
—
|
|
(1)
|
192
|
|
|
769
|
|
|
—
|
|
|
—
|
|
|
961
|
|
|
263
|
|
Talecris Plasma Resources I
|
|
Office
|
|
Eagle Pass
|
|
TX
|
|
10/29/2013
|
|
—
|
|
(1)
|
286
|
|
|
2,577
|
|
|
—
|
|
|
—
|
|
|
2,863
|
|
|
767
|
|
Amazon I
|
|
Office
|
|
Winchester
|
|
KY
|
|
10/30/2013
|
|
—
|
|
(1)
|
362
|
|
|
8,070
|
|
|
—
|
|
|
2
|
|
|
8,434
|
|
|
2,688
|
|
Fresenius II
|
|
Retail
|
|
Montclair
|
|
NJ
|
|
10/31/2013
|
|
—
|
|
(1)
|
1,214
|
|
|
2,255
|
|
|
—
|
|
|
—
|
|
|
3,469
|
|
|
672
|
|
Fresenius II
|
|
Retail
|
|
Sharon Hill
|
|
PA
|
|
10/31/2013
|
|
—
|
|
(1)
|
345
|
|
|
1,956
|
|
|
—
|
|
|
—
|
|
|
2,301
|
|
|
582
|
|
Dollar General XII
|
|
Retail
|
|
Le Center
|
|
MN
|
|
11/1/2013
|
|
—
|
|
(1)
|
47
|
|
|
886
|
|
|
—
|
|
|
—
|
|
|
933
|
|
|
303
|
|
Advance Auto II
|
|
Retail
|
|
Bunnell
|
|
FL
|
|
11/7/2013
|
|
—
|
|
(1)
|
92
|
|
|
1,741
|
|
|
—
|
|
|
—
|
|
|
1,833
|
|
|
595
|
|
Advance Auto II
|
|
Retail
|
|
Washington
|
|
GA
|
|
11/7/2013
|
|
—
|
|
(1)
|
55
|
|
|
1,042
|
|
|
—
|
|
|
—
|
|
|
1,097
|
|
|
356
|
|
Dollar General XIII
|
|
Retail
|
|
Vidor
|
|
TX
|
|
11/7/2013
|
|
—
|
|
(1)
|
46
|
|
|
875
|
|
|
—
|
|
|
—
|
|
|
921
|
|
|
299
|
|
FedEx Ground II
|
|
Distribution
|
|
Leland
|
|
MS
|
|
11/12/2013
|
|
—
|
|
(1)
|
220
|
|
|
4,186
|
|
|
—
|
|
|
—
|
|
|
4,406
|
|
|
1,612
|
|
Burger King I
|
|
Retail
|
|
Algonquin
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
798
|
|
|
798
|
|
|
(142)
|
|
|
—
|
|
|
1,454
|
|
|
282
|
|
Burger King I
|
|
Retail
|
|
Antioch
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
706
|
|
|
471
|
|
|
—
|
|
|
—
|
|
|
1,177
|
|
|
167
|
|
Burger King I
|
|
Retail
|
|
Austintown
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
221
|
|
|
1,251
|
|
|
—
|
|
|
—
|
|
|
1,472
|
|
|
443
|
|
Burger King I
|
|
Retail
|
|
Beavercreek
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
410
|
|
|
761
|
|
|
—
|
|
|
—
|
|
|
1,171
|
|
|
269
|
|
Burger King I
|
|
Retail
|
|
Bethel Park
|
|
PA
|
|
11/14/2013
|
|
—
|
|
(1)
|
342
|
|
|
634
|
|
|
—
|
|
|
—
|
|
|
976
|
|
|
224
|
|
Burger King I
|
|
Retail
|
|
Celina
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
233
|
|
|
932
|
|
|
—
|
|
|
—
|
|
|
1,165
|
|
|
330
|
|
Burger King I
|
|
Retail
|
|
Chardon
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
332
|
|
|
497
|
|
|
—
|
|
|
—
|
|
|
829
|
|
|
176
|
|
Burger King I
|
|
Retail
|
|
Chesterland
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
320
|
|
|
747
|
|
|
—
|
|
|
—
|
|
|
1,067
|
|
|
264
|
|
Burger King I
|
|
Retail
|
|
Columbiana
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
581
|
|
|
871
|
|
|
—
|
|
|
—
|
|
|
1,452
|
|
|
308
|
|
Burger King I
|
|
Retail
|
|
Cortland
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
118
|
|
|
1,063
|
|
|
—
|
|
|
—
|
|
|
1,181
|
|
|
376
|
|
Burger King I
|
|
Retail
|
|
Crystal Lake
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
541
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|
773
|
|
|
82
|
|
Burger King I
|
|
Retail
|
|
Dayton
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
464
|
|
|
862
|
|
|
—
|
|
|
—
|
|
|
1,326
|
|
|
305
|
|
Burger King I
|
|
Retail
|
|
Fairborn
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
421
|
|
|
982
|
|
|
—
|
|
|
—
|
|
|
1,403
|
|
|
347
|
|
Burger King I
|
|
Retail
|
|
Girard
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
421
|
|
|
1,264
|
|
|
—
|
|
|
—
|
|
|
1,685
|
|
|
447
|
|
Burger King I
|
|
Retail
|
|
Grayslake
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
582
|
|
|
476
|
|
|
—
|
|
|
—
|
|
|
1,058
|
|
|
169
|
|
Burger King I
|
|
Retail
|
|
Greenville
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
248
|
|
|
993
|
|
|
—
|
|
|
—
|
|
|
1,241
|
|
|
351
|
|
Burger King I
|
|
Retail
|
|
Gurnee
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
931
|
|
|
931
|
|
|
—
|
|
|
—
|
|
|
1,862
|
|
|
329
|
|
Burger King I
|
|
Retail
|
|
Madison
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
282
|
|
|
845
|
|
|
—
|
|
|
—
|
|
|
1,127
|
|
|
299
|
|
Burger King I
|
|
Retail
|
|
McHenry
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
742
|
|
|
318
|
|
|
—
|
|
|
—
|
|
|
1,060
|
|
|
113
|
|
Burger King I
|
|
Retail
|
|
Mentor
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
196
|
|
|
786
|
|
|
—
|
|
|
—
|
|
|
982
|
|
|
278
|
|
Burger King I
|
|
Retail
|
|
Niles
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
304
|
|
|
1,214
|
|
|
—
|
|
|
—
|
|
|
1,518
|
|
|
430
|
|
Burger King I
|
|
Retail
|
|
North Fayette
|
|
PA
|
|
11/14/2013
|
|
—
|
|
(1)
|
463
|
|
|
1,388
|
|
|
—
|
|
|
—
|
|
|
1,851
|
|
|
491
|
|
Burger King I
|
|
Retail
|
|
North Royalton
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
156
|
|
|
886
|
|
|
—
|
|
|
—
|
|
|
1,042
|
|
|
314
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Burger King I
|
|
Retail
|
|
North Versailles
|
|
PA
|
|
11/14/2013
|
|
—
|
|
(1)
|
553
|
|
|
1,659
|
|
|
—
|
|
|
—
|
|
|
2,212
|
|
|
587
|
|
Burger King I
|
|
Retail
|
|
Painesville
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
170
|
|
|
965
|
|
|
—
|
|
|
—
|
|
|
1,135
|
|
|
341
|
|
Burger King I
|
|
Retail
|
|
Poland
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
212
|
|
|
847
|
|
|
—
|
|
|
—
|
|
|
1,059
|
|
|
300
|
|
Burger King I
|
|
Retail
|
|
Ravenna
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
391
|
|
|
1,172
|
|
|
—
|
|
|
—
|
|
|
1,563
|
|
|
415
|
|
Burger King I
|
|
Retail
|
|
Round Lake Beach
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
1,273
|
|
|
1,042
|
|
|
—
|
|
|
—
|
|
|
2,315
|
|
|
369
|
|
Burger King I
|
|
Retail
|
|
Salem
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
352
|
|
|
1,408
|
|
|
—
|
|
|
—
|
|
|
1,760
|
|
|
498
|
|
Burger King I
|
|
Retail
|
|
Trotwood
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
266
|
|
|
798
|
|
|
—
|
|
|
—
|
|
|
1,064
|
|
|
282
|
|
Burger King I
|
|
Retail
|
|
Twinsburg
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
458
|
|
|
850
|
|
|
—
|
|
|
—
|
|
|
1,308
|
|
|
301
|
|
Burger King I
|
|
Retail
|
|
Vandalia
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
182
|
|
|
728
|
|
|
—
|
|
|
—
|
|
|
910
|
|
|
258
|
|
Burger King I
|
|
Retail
|
|
Warren
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
168
|
|
|
1,516
|
|
|
—
|
|
|
—
|
|
|
1,684
|
|
|
536
|
|
Burger King I
|
|
Retail
|
|
Warren
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
176
|
|
|
997
|
|
|
—
|
|
|
—
|
|
|
1,173
|
|
|
353
|
|
Burger King I
|
|
Retail
|
|
Waukegan
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
611
|
|
|
611
|
|
|
—
|
|
|
—
|
|
|
1,222
|
|
|
216
|
|
Burger King I
|
|
Retail
|
|
Willoughby
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
394
|
|
|
920
|
|
|
—
|
|
|
—
|
|
|
1,314
|
|
|
325
|
|
Burger King I
|
|
Retail
|
|
Woodstock
|
|
IL
|
|
11/14/2013
|
|
—
|
|
(1)
|
869
|
|
|
290
|
|
|
—
|
|
|
—
|
|
|
1,159
|
|
|
103
|
|
Burger King I
|
|
Retail
|
|
Youngstown
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
147
|
|
|
1,324
|
|
|
—
|
|
|
—
|
|
|
1,471
|
|
|
468
|
|
Burger King I
|
|
Retail
|
|
Youngstown
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
186
|
|
|
1,675
|
|
|
—
|
|
|
—
|
|
|
1,861
|
|
|
593
|
|
Burger King I
|
|
Retail
|
|
Youngstown
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
370
|
|
|
1,481
|
|
|
—
|
|
|
—
|
|
|
1,851
|
|
|
524
|
|
Burger King I
|
|
Retail
|
|
Youngstown
|
|
OH
|
|
11/14/2013
|
|
—
|
|
(1)
|
300
|
|
|
901
|
|
|
—
|
|
|
—
|
|
|
1,201
|
|
|
319
|
|
Dollar General XIV
|
|
Retail
|
|
Fort Smith
|
|
AR
|
|
11/20/2013
|
|
—
|
|
(1)
|
184
|
|
|
1,042
|
|
|
—
|
|
|
—
|
|
|
1,226
|
|
|
354
|
|
Dollar General XIV
|
|
Retail
|
|
Hot Springs
|
|
AR
|
|
11/20/2013
|
|
—
|
|
(1)
|
287
|
|
|
862
|
|
|
—
|
|
|
—
|
|
|
1,149
|
|
|
293
|
|
Dollar General XIV
|
|
Retail
|
|
Royal
|
|
AR
|
|
11/20/2013
|
|
—
|
|
(1)
|
137
|
|
|
777
|
|
|
—
|
|
|
—
|
|
|
914
|
|
|
264
|
|
Dollar General XV
|
|
Retail
|
|
Wilson
|
|
NY
|
|
11/20/2013
|
|
—
|
|
(1)
|
172
|
|
|
972
|
|
|
—
|
|
|
—
|
|
|
1,144
|
|
|
330
|
|
Mattress Firm I
|
|
Retail
|
|
McDonough
|
|
GA
|
|
11/22/2013
|
|
—
|
|
—
|
185
|
|
|
1,663
|
|
|
—
|
|
|
—
|
|
|
1,848
|
|
|
565
|
|
FedEx Ground III
|
|
Distribution
|
|
Bismarck
|
|
ND
|
|
11/25/2013
|
|
—
|
|
(1)
|
554
|
|
|
3,139
|
|
|
—
|
|
|
—
|
|
|
3,693
|
|
|
1,199
|
|
Dollar General XVI
|
|
Retail
|
|
LaFollette
|
|
TN
|
|
11/27/2013
|
|
—
|
|
(1)
|
43
|
|
|
824
|
|
|
—
|
|
|
—
|
|
|
867
|
|
|
280
|
|
Family Dollar V
|
|
Retail
|
|
Carrollton
|
|
MO
|
|
11/27/2013
|
|
—
|
|
(1)
|
37
|
|
|
713
|
|
|
1
|
|
|
1
|
|
|
752
|
|
|
242
|
|
CVS III
|
|
Retail
|
|
Detroit
|
|
MI
|
|
12/10/2013
|
|
—
|
|
—
|
447
|
|
|
2,533
|
|
|
—
|
|
|
—
|
|
|
2,980
|
|
|
918
|
|
Family Dollar VI
|
|
Retail
|
|
Walden
|
|
CO
|
|
12/10/2013
|
|
—
|
|
(1)
|
100
|
|
|
568
|
|
|
—
|
|
|
—
|
|
|
668
|
|
|
193
|
|
Mattress Firm III
|
|
Retail
|
|
Valdosta
|
|
GA
|
|
12/17/2013
|
|
—
|
|
—
|
169
|
|
|
1,522
|
|
|
—
|
|
|
—
|
|
|
1,691
|
|
|
513
|
|
Arby's II
|
|
Retail
|
|
Virginia
|
|
MN
|
|
12/23/2013
|
|
—
|
|
(1)
|
117
|
|
|
1,056
|
|
|
—
|
|
|
—
|
|
|
1,173
|
|
|
368
|
|
Family Dollar VI
|
|
Retail
|
|
Kremmling
|
|
CO
|
|
12/23/2013
|
|
—
|
|
(1)
|
194
|
|
|
778
|
|
|
—
|
|
|
—
|
|
|
972
|
|
|
262
|
|
SAAB Sensis I
|
|
Office
|
|
Syracuse
|
|
NY
|
|
12/23/2013
|
|
6,217
|
|
|
2,516
|
|
|
12,570
|
|
|
—
|
|
|
—
|
|
|
15,086
|
|
|
2,499
|
|
Citizens Bank I
|
|
Retail
|
|
Doylestown
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
588
|
|
|
1,373
|
|
|
—
|
|
|
—
|
|
|
1,961
|
|
|
444
|
|
Citizens Bank I
|
|
Retail
|
|
Lansdale
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
531
|
|
|
1,238
|
|
|
—
|
|
|
—
|
|
|
1,769
|
|
|
400
|
|
Citizens Bank I
|
|
Retail
|
|
Lima
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
1,376
|
|
|
1,682
|
|
|
—
|
|
|
—
|
|
|
3,058
|
|
|
543
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Citizens Bank I
|
|
Retail
|
|
Philadelphia
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
388
|
|
|
1,551
|
|
|
—
|
|
|
—
|
|
|
1,939
|
|
|
501
|
|
Citizens Bank I
|
|
Retail
|
|
Philadelphia
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
412
|
|
|
2,337
|
|
|
—
|
|
|
—
|
|
|
2,749
|
|
|
755
|
|
Citizens Bank I
|
|
Retail
|
|
Philadelphia
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
321
|
|
|
2,889
|
|
|
—
|
|
|
—
|
|
|
3,210
|
|
|
933
|
|
Citizens Bank I
|
|
Retail
|
|
Philadelphia
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
473
|
|
|
2,680
|
|
|
—
|
|
|
—
|
|
|
3,153
|
|
|
866
|
|
Citizens Bank I
|
|
Retail
|
|
Richboro
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
642
|
|
|
1,193
|
|
|
—
|
|
|
—
|
|
|
1,835
|
|
|
385
|
|
Citizens Bank I
|
|
Retail
|
|
Wayne
|
|
PA
|
|
12/27/2013
|
|
—
|
|
(1)
|
1,923
|
|
|
1,923
|
|
|
—
|
|
|
—
|
|
|
3,846
|
|
|
621
|
|
Truist Bank II
|
|
Retail
|
|
Arden
|
|
NC
|
|
1/8/2014
|
|
—
|
|
(2)
|
374
|
|
|
216
|
|
|
—
|
|
|
—
|
|
|
590
|
|
|
53
|
|
Truist Bank II
|
|
Retail
|
|
Bushnell
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
385
|
|
|
1,216
|
|
|
—
|
|
|
—
|
|
|
1,601
|
|
|
225
|
|
Truist Bank II
|
|
Retail
|
|
Chattanooga
|
|
TN
|
|
1/8/2014
|
|
—
|
|
(2)
|
358
|
|
|
564
|
|
|
—
|
|
|
—
|
|
|
922
|
|
|
117
|
|
Truist Bank II
|
|
Retail
|
|
Chesapeake
|
|
VA
|
|
1/8/2014
|
|
—
|
|
(2)
|
490
|
|
|
695
|
|
|
—
|
|
|
—
|
|
|
1,185
|
|
|
148
|
|
Truist Bank II
|
|
Retail
|
|
Cockeysville
|
|
MD
|
|
1/8/2014
|
|
—
|
|
(2)
|
2,184
|
|
|
479
|
|
|
—
|
|
|
—
|
|
|
2,663
|
|
|
96
|
|
Truist Bank II
|
|
Retail
|
|
Douglasville
|
|
GA
|
|
1/8/2014
|
|
—
|
|
(2)
|
410
|
|
|
749
|
|
|
—
|
|
|
—
|
|
|
1,159
|
|
|
155
|
|
Truist Bank II
|
|
Retail
|
|
Duluth
|
|
GA
|
|
1/8/2014
|
|
—
|
|
(2)
|
1,081
|
|
|
2,111
|
|
|
—
|
|
|
—
|
|
|
3,192
|
|
|
417
|
|
Truist Bank II
|
|
Retail
|
|
East Ridge
|
|
TN
|
|
1/8/2014
|
|
—
|
|
(2)
|
276
|
|
|
475
|
|
|
—
|
|
|
—
|
|
|
751
|
|
|
110
|
|
Truist Bank II
|
|
Retail
|
|
Lynchburg
|
|
VA
|
|
1/8/2014
|
|
—
|
|
(2)
|
584
|
|
|
1,255
|
|
|
—
|
|
|
—
|
|
|
1,839
|
|
|
258
|
|
Truist Bank II
|
|
Retail
|
|
Mauldin
|
|
SC
|
|
1/8/2014
|
|
—
|
|
(2)
|
542
|
|
|
704
|
|
|
—
|
|
|
—
|
|
|
1,246
|
|
|
162
|
|
Truist Bank II
|
|
Retail
|
|
Okeechobee
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
339
|
|
|
1,569
|
|
|
—
|
|
|
—
|
|
|
1,908
|
|
|
397
|
|
Truist Bank II
|
|
Retail
|
|
Panama City
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
484
|
|
|
1,075
|
|
|
—
|
|
|
—
|
|
|
1,559
|
|
|
229
|
|
Truist Bank II
|
|
Retail
|
|
Plant City
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
499
|
|
|
1,139
|
|
|
—
|
|
|
—
|
|
|
1,638
|
|
|
247
|
|
Truist Bank II
|
|
Retail
|
|
Salisbury
|
|
NC
|
|
1/8/2014
|
|
—
|
|
(2)
|
264
|
|
|
293
|
|
|
—
|
|
|
—
|
|
|
557
|
|
|
78
|
|
Truist Bank II
|
|
Retail
|
|
Seminole
|
|
FL
|
|
1/8/2014
|
|
—
|
|
(2)
|
1,329
|
|
|
3,486
|
|
|
—
|
|
|
—
|
|
|
4,815
|
|
|
667
|
|
Mattress Firm IV
|
|
Retail
|
|
Meridian
|
|
ID
|
|
1/10/2014
|
|
—
|
|
—
|
691
|
|
|
1,193
|
|
|
—
|
|
|
—
|
|
|
1,884
|
|
|
249
|
|
Dollar General XII
|
|
Retail
|
|
Sunrise Beach
|
|
MO
|
|
1/15/2014
|
|
—
|
|
(1)
|
105
|
|
|
795
|
|
|
—
|
|
|
—
|
|
|
900
|
|
|
233
|
|
FedEx Ground IV
|
|
Distribution
|
|
Council Bluffs
|
|
IA
|
|
1/24/2014
|
|
—
|
|
(1)
|
768
|
|
|
3,908
|
|
|
—
|
|
|
—
|
|
|
4,676
|
|
|
867
|
|
Mattress Firm V
|
|
Retail
|
|
Florence
|
|
AL
|
|
1/28/2014
|
|
—
|
|
—
|
299
|
|
|
1,478
|
|
|
—
|
|
|
1
|
|
|
1,778
|
|
|
303
|
|
Mattress Firm I
|
|
Retail
|
|
Aiken
|
|
SC
|
|
2/5/2014
|
|
—
|
|
—
|
426
|
|
|
1,029
|
|
|
—
|
|
|
—
|
|
|
1,455
|
|
|
245
|
|
Family Dollar VII
|
|
Retail
|
|
Bernice
|
|
LA
|
|
2/7/2014
|
|
—
|
|
(1)
|
51
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
578
|
|
|
113
|
|
Aaron's I
|
|
Retail
|
|
Erie
|
|
PA
|
|
2/10/2014
|
|
—
|
|
(1)
|
126
|
|
|
708
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|
138
|
|
AutoZone III
|
|
Retail
|
|
Caro
|
|
MI
|
|
2/13/2014
|
|
—
|
|
(1)
|
135
|
|
|
855
|
|
|
—
|
|
|
—
|
|
|
990
|
|
|
172
|
|
C&S Wholesale Grocer I
|
|
Distribution
|
|
Hatfield (South)
|
|
MA
|
|
2/21/2014
|
|
—
|
|
(10)
|
1,420
|
|
|
14,169
|
|
|
—
|
|
|
—
|
|
|
15,589
|
|
|
2,524
|
|
Advance Auto III
|
|
Retail
|
|
Taunton
|
|
MA
|
|
2/25/2014
|
|
—
|
|
(1)
|
404
|
|
|
1,148
|
|
|
—
|
|
|
—
|
|
|
1,552
|
|
|
212
|
|
Family Dollar VIII
|
|
Retail
|
|
Dexter
|
|
NM
|
|
3/3/2014
|
|
—
|
|
(1)
|
79
|
|
|
745
|
|
|
—
|
|
|
—
|
|
|
824
|
|
|
178
|
|
Family Dollar VIII
|
|
Retail
|
|
Hale Center
|
|
TX
|
|
3/3/2014
|
|
—
|
|
(1)
|
111
|
|
|
624
|
|
|
—
|
|
|
—
|
|
|
735
|
|
|
150
|
|
Family Dollar VIII
|
|
Retail
|
|
Plains
|
|
TX
|
|
3/3/2014
|
|
—
|
|
(1)
|
100
|
|
|
624
|
|
|
—
|
|
|
—
|
|
|
724
|
|
|
148
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Dollar General XVII
|
|
Retail
|
|
Tullos
|
|
LA
|
|
3/6/2014
|
|
—
|
|
(1)
|
114
|
|
|
736
|
|
|
—
|
|
|
—
|
|
|
850
|
|
|
151
|
|
Truist Bank III
|
|
Retail
|
|
Asheboro
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
458
|
|
|
774
|
|
|
—
|
|
|
—
|
|
|
1,232
|
|
|
164
|
|
Truist Bank III
|
|
Retail
|
|
Athens
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
427
|
|
|
472
|
|
|
—
|
|
|
—
|
|
|
899
|
|
|
144
|
|
Truist Bank III
|
|
Retail
|
|
Atlanta
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
3,027
|
|
|
4,873
|
|
|
—
|
|
|
—
|
|
|
7,900
|
|
|
885
|
|
Truist Bank III
|
|
Retail
|
|
Atlanta
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
4,422
|
|
|
1,559
|
|
|
—
|
|
|
—
|
|
|
5,981
|
|
|
313
|
|
Truist Bank III
|
|
Retail
|
|
Avondale
|
|
MD
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,760
|
|
|
485
|
|
|
—
|
|
|
—
|
|
|
2,245
|
|
|
100
|
|
Truist Bank III
|
|
Retail
|
|
Brentwood
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
996
|
|
|
1,536
|
|
|
—
|
|
|
—
|
|
|
2,532
|
|
|
303
|
|
Truist Bank III
|
|
Retail
|
|
Brentwood
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
885
|
|
|
1,987
|
|
|
—
|
|
|
—
|
|
|
2,872
|
|
|
386
|
|
Truist Bank III
|
|
Retail
|
|
Brunswick
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
384
|
|
|
888
|
|
|
(267)
|
|
|
(636)
|
|
|
369
|
|
|
14
|
|
Truist Bank III
|
|
Retail
|
|
Casselberry
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
609
|
|
|
2,443
|
|
|
—
|
|
|
—
|
|
|
3,052
|
|
|
469
|
|
Truist Bank IV
|
|
Retail
|
|
Chamblee
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(4)
|
1,029
|
|
|
813
|
|
|
—
|
|
|
—
|
|
|
1,842
|
|
|
174
|
|
Truist Bank III
|
|
Retail
|
|
Chattanooga
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
419
|
|
|
811
|
|
|
—
|
|
|
—
|
|
|
1,230
|
|
|
156
|
|
Truist Bank III
|
|
Retail
|
|
Chattanooga
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
191
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|
526
|
|
|
66
|
|
First Horizon Bank
|
|
Retail
|
|
Collinsville
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(4)
|
215
|
|
|
555
|
|
|
—
|
|
|
—
|
|
|
770
|
|
|
112
|
|
Truist Bank IV
|
|
Retail
|
|
Columbus
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(4)
|
417
|
|
|
1,395
|
|
|
—
|
|
|
1
|
|
|
1,813
|
|
|
276
|
|
Truist Bank III
|
|
Retail
|
|
Conyers
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
205
|
|
|
1,334
|
|
|
—
|
|
|
—
|
|
|
1,539
|
|
|
254
|
|
Truist Bank IV
|
|
Office
|
|
Creedmoor
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(4)
|
306
|
|
|
789
|
|
|
(128)
|
|
|
(300)
|
|
|
667
|
|
|
124
|
|
Truist Bank III
|
|
Retail
|
|
Daytona Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
443
|
|
|
1,586
|
|
|
—
|
|
|
—
|
|
|
2,029
|
|
|
331
|
|
Truist Bank III
|
|
Retail
|
|
Dunn
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
384
|
|
|
616
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
137
|
|
First Horizon Bank
|
|
Retail
|
|
Durham
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
284
|
|
|
506
|
|
|
—
|
|
|
—
|
|
|
790
|
|
|
124
|
|
First Horizon Bank
|
|
Retail
|
|
Durham
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
488
|
|
|
742
|
|
|
—
|
|
|
—
|
|
|
1,230
|
|
|
144
|
|
Truist Bank III
|
|
Retail
|
|
Fairfax
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
2,835
|
|
|
1,081
|
|
|
—
|
|
|
—
|
|
|
3,916
|
|
|
208
|
|
Truist Bank III
|
|
Retail
|
|
Gainesville
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
457
|
|
|
816
|
|
|
—
|
|
|
—
|
|
|
1,273
|
|
|
177
|
|
Truist Bank III
|
|
Retail
|
|
Gainesville
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
458
|
|
|
2,139
|
|
|
—
|
|
|
—
|
|
|
2,597
|
|
|
409
|
|
Truist Bank III
|
|
Retail
|
|
Greenville
|
|
SC
|
|
3/10/2014
|
|
—
|
|
(3)
|
590
|
|
|
1,007
|
|
|
—
|
|
|
—
|
|
|
1,597
|
|
|
215
|
|
Truist Bank III
|
|
Retail
|
|
Greenville
|
|
SC
|
|
3/10/2014
|
|
—
|
|
(3)
|
449
|
|
|
1,640
|
|
|
—
|
|
|
—
|
|
|
2,089
|
|
|
405
|
|
Truist Bank III
|
|
Retail
|
|
Greenville
|
|
SC
|
|
3/10/2014
|
|
—
|
|
(3)
|
377
|
|
|
871
|
|
|
—
|
|
|
—
|
|
|
1,248
|
|
|
175
|
|
Truist Bank III
|
|
Retail
|
|
Greenville
|
|
SC
|
|
3/10/2014
|
|
—
|
|
(3)
|
264
|
|
|
684
|
|
|
—
|
|
|
—
|
|
|
948
|
|
|
140
|
|
Truist Bank III
|
|
Retail
|
|
Gulf Breeze
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,092
|
|
|
1,569
|
|
|
—
|
|
|
—
|
|
|
2,661
|
|
|
323
|
|
Truist Bank III
|
|
Retail
|
|
Hendersonville
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
468
|
|
|
945
|
|
|
—
|
|
|
—
|
|
|
1,413
|
|
|
190
|
|
Truist Bank III
|
|
Retail
|
|
Indian Harbour Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
914
|
|
|
1,181
|
|
|
—
|
|
|
—
|
|
|
2,095
|
|
|
332
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Truist Bank III
|
|
Retail
|
|
Inverness
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
867
|
|
|
2,559
|
|
|
—
|
|
|
—
|
|
|
3,426
|
|
|
507
|
|
Truist Bank III
|
|
Retail
|
|
Jacksonville
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
871
|
|
|
372
|
|
|
—
|
|
|
—
|
|
|
1,243
|
|
|
89
|
|
Truist Bank III
|
|
Retail
|
|
Jacksonville
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
366
|
|
|
1,136
|
|
|
—
|
|
|
—
|
|
|
1,502
|
|
|
229
|
|
Truist Bank III
|
|
Retail
|
|
Lakeland
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
927
|
|
|
1,594
|
|
|
—
|
|
|
—
|
|
|
2,521
|
|
|
374
|
|
Truist Bank III
|
|
Retail
|
|
Lenoir
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,021
|
|
|
3,980
|
|
|
—
|
|
|
—
|
|
|
5,001
|
|
|
729
|
|
Truist Bank III
|
|
Retail
|
|
Lexington
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
122
|
|
|
385
|
|
|
—
|
|
|
—
|
|
|
507
|
|
|
86
|
|
Truist Bank III
|
|
Retail
|
|
Lithonia
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
212
|
|
|
770
|
|
|
—
|
|
|
—
|
|
|
982
|
|
|
154
|
|
Truist Bank III
|
|
Retail
|
|
Lutz
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
438
|
|
|
1,477
|
|
|
—
|
|
|
—
|
|
|
1,915
|
|
|
281
|
|
Truist Bank III
|
|
Retail
|
|
Macon
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
214
|
|
|
771
|
|
|
—
|
|
|
—
|
|
|
985
|
|
|
172
|
|
Truist Bank IV
|
|
Retail
|
|
Madison
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(4)
|
304
|
|
|
612
|
|
|
—
|
|
|
—
|
|
|
916
|
|
|
113
|
|
Truist Bank III
|
|
Retail
|
|
Marietta
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
2,168
|
|
|
1,169
|
|
|
—
|
|
|
—
|
|
|
3,337
|
|
|
249
|
|
Truist Bank III
|
|
Retail
|
|
Marietta
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,087
|
|
|
2,056
|
|
|
—
|
|
|
—
|
|
|
3,143
|
|
|
383
|
|
Truist Bank III
|
|
Retail
|
|
Mebane
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
500
|
|
|
887
|
|
|
—
|
|
|
—
|
|
|
1,387
|
|
|
172
|
|
Truist Bank III
|
|
Retail
|
|
Melbourne
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
772
|
|
|
1,927
|
|
|
—
|
|
|
—
|
|
|
2,699
|
|
|
381
|
|
Truist Bank III
|
|
Retail
|
|
Melbourne
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
788
|
|
|
1,888
|
|
|
—
|
|
|
—
|
|
|
2,676
|
|
|
360
|
|
Truist Bank III
|
|
Retail
|
|
Morristown
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
214
|
|
|
444
|
|
|
—
|
|
|
—
|
|
|
658
|
|
|
122
|
|
Truist Bank III
|
|
Retail
|
|
Mount Dora
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
570
|
|
|
1,933
|
|
|
—
|
|
|
—
|
|
|
2,503
|
|
|
368
|
|
Truist Bank III
|
|
Retail
|
|
Murfreesboro
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
451
|
|
|
847
|
|
|
—
|
|
|
—
|
|
|
1,298
|
|
|
156
|
|
Truist Bank III
|
|
Retail
|
|
Nashville
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,776
|
|
|
1,601
|
|
|
—
|
|
|
—
|
|
|
3,377
|
|
|
358
|
|
Truist Bank IV
|
|
Retail
|
|
Ocala
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
581
|
|
|
1,091
|
|
|
—
|
|
|
—
|
|
|
1,672
|
|
|
250
|
|
Truist Bank III
|
|
Retail
|
|
Ocala
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
347
|
|
|
1,336
|
|
|
—
|
|
|
—
|
|
|
1,683
|
|
|
365
|
|
First Horizon Bank
|
|
Retail
|
|
Onancock
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
829
|
|
|
1,300
|
|
|
—
|
|
|
—
|
|
|
2,129
|
|
|
240
|
|
Truist Bank III
|
|
Retail
|
|
Orlando
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,234
|
|
|
1,125
|
|
|
—
|
|
|
—
|
|
|
2,359
|
|
|
233
|
|
Truist Bank III
|
|
Retail
|
|
Ormond Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
873
|
|
|
2,235
|
|
|
—
|
|
|
—
|
|
|
3,108
|
|
|
428
|
|
Truist Bank III
|
|
Retail
|
|
Ormond Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,047
|
|
|
1,566
|
|
|
—
|
|
|
—
|
|
|
2,613
|
|
|
331
|
|
Truist Bank III
|
|
Retail
|
|
Ormond Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
854
|
|
|
1,385
|
|
|
—
|
|
|
—
|
|
|
2,239
|
|
|
283
|
|
Truist Bank III
|
|
Retail
|
|
Oxford
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
530
|
|
|
1,727
|
|
|
1
|
|
|
—
|
|
|
2,258
|
|
|
321
|
|
Truist Bank III
|
|
Retail
|
|
Peachtree City
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
887
|
|
|
2,242
|
|
|
—
|
|
|
—
|
|
|
3,129
|
|
|
453
|
|
First Horizon Bank
|
|
Retail
|
|
Pittsboro
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(4)
|
61
|
|
|
510
|
|
|
—
|
|
|
—
|
|
|
571
|
|
|
90
|
|
Truist Bank III
|
|
Retail
|
|
Pompano Beach
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
886
|
|
|
2,024
|
|
|
—
|
|
|
—
|
|
|
2,910
|
|
|
384
|
|
Truist Bank III
|
|
Retail
|
|
Port St. Lucie
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
913
|
|
|
1,772
|
|
|
—
|
|
|
—
|
|
|
2,685
|
|
|
369
|
|
Truist Bank IV
|
|
Retail
|
|
Prince Frederick
|
|
MD
|
|
3/10/2014
|
|
—
|
|
(4)
|
2,431
|
|
|
940
|
|
|
—
|
|
|
—
|
|
|
3,371
|
|
|
201
|
|
Truist Bank III
|
|
Retail
|
|
Richmond
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
153
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
466
|
|
|
74
|
|
Truist Bank III
|
|
Office
|
|
Richmond
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
3,141
|
|
|
7,441
|
|
|
(804)
|
|
|
755
|
|
|
10,533
|
|
|
1,840
|
|
Truist Bank III
|
|
Retail
|
|
Richmond
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
233
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
447
|
|
|
51
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Truist Bank III
|
|
Retail
|
|
Roanoke
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
753
|
|
|
1,165
|
|
|
—
|
|
|
—
|
|
|
1,918
|
|
|
240
|
|
Truist Bank III
|
|
Retail
|
|
Roanoke
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
316
|
|
|
734
|
|
|
—
|
|
|
—
|
|
|
1,050
|
|
|
146
|
|
Truist Bank III
|
|
Retail
|
|
Rockledge
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
742
|
|
|
1,126
|
|
|
—
|
|
|
—
|
|
|
1,868
|
|
|
227
|
|
Truist Bank III
|
|
Retail
|
|
Sarasota
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
741
|
|
|
852
|
|
|
—
|
|
|
—
|
|
|
1,593
|
|
|
186
|
|
Truist Bank III
|
|
Retail
|
|
Savannah
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
458
|
|
|
936
|
|
|
—
|
|
|
—
|
|
|
1,394
|
|
|
221
|
|
Truist Bank III
|
|
Retail
|
|
Savannah
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
224
|
|
|
1,116
|
|
|
—
|
|
|
—
|
|
|
1,340
|
|
|
220
|
|
Truist Bank III
|
|
Retail
|
|
Signal Mountain
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
296
|
|
|
697
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
137
|
|
Truist Bank III
|
|
Retail
|
|
Soddy Daisy
|
|
TN
|
|
3/10/2014
|
|
—
|
|
(3)
|
338
|
|
|
624
|
|
|
—
|
|
|
—
|
|
|
962
|
|
|
118
|
|
Truist Bank IV
|
|
Retail
|
|
Spring Hill
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(4)
|
673
|
|
|
2,550
|
|
|
—
|
|
|
—
|
|
|
3,223
|
|
|
476
|
|
Truist Bank III
|
|
Retail
|
|
St. Cloud
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
1,046
|
|
|
1,887
|
|
|
—
|
|
|
—
|
|
|
2,933
|
|
|
374
|
|
Truist Bank III
|
|
Retail
|
|
St. Petersburg
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
803
|
|
|
1,043
|
|
|
—
|
|
|
—
|
|
|
1,846
|
|
|
207
|
|
Truist Bank III
|
|
Retail
|
|
Stafford
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
2,130
|
|
|
1,714
|
|
|
—
|
|
|
—
|
|
|
3,844
|
|
|
333
|
|
Truist Bank III
|
|
Retail
|
|
Stockbridge
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
358
|
|
|
760
|
|
|
—
|
|
|
—
|
|
|
1,118
|
|
|
159
|
|
Truist Bank III
|
|
Retail
|
|
Stone Mountain
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
605
|
|
|
522
|
|
|
—
|
|
|
—
|
|
|
1,127
|
|
|
104
|
|
First Horizon Bank
|
|
Retail
|
|
Stuart
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(4)
|
374
|
|
|
1,532
|
|
|
—
|
|
|
—
|
|
|
1,906
|
|
|
294
|
|
Truist Bank III
|
|
Retail
|
|
Sylvester
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
242
|
|
|
845
|
|
|
—
|
|
|
—
|
|
|
1,087
|
|
|
174
|
|
Truist Bank III
|
|
Retail
|
|
Tamarac
|
|
FL
|
|
3/10/2014
|
|
—
|
|
(3)
|
997
|
|
|
1,241
|
|
|
1
|
|
|
—
|
|
|
2,239
|
|
|
253
|
|
Truist Bank III
|
|
Retail
|
|
Union City
|
|
GA
|
|
3/10/2014
|
|
—
|
|
(3)
|
400
|
|
|
542
|
|
|
—
|
|
|
—
|
|
|
942
|
|
|
116
|
|
Truist Bank III
|
|
Retail
|
|
Williamsburg
|
|
VA
|
|
3/10/2014
|
|
—
|
|
(3)
|
447
|
|
|
585
|
|
|
—
|
|
|
—
|
|
|
1,032
|
|
|
132
|
|
First Horizon Bank
|
|
Retail
|
|
Winston-Salem
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
362
|
|
|
513
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|
108
|
|
First Horizon Bank
|
|
Retail
|
|
Yadkinville
|
|
NC
|
|
3/10/2014
|
|
—
|
|
(3)
|
438
|
|
|
765
|
|
|
—
|
|
|
—
|
|
|
1,203
|
|
|
148
|
|
Dollar General XVIII
|
|
Retail
|
|
Deville
|
|
LA
|
|
3/19/2014
|
|
—
|
|
(1)
|
93
|
|
|
741
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|
151
|
|
Mattress Firm I
|
|
Retail
|
|
Holland
|
|
MI
|
|
3/19/2014
|
|
—
|
|
—
|
507
|
|
|
1,014
|
|
|
—
|
|
|
—
|
|
|
1,521
|
|
|
229
|
|
Sanofi US I
|
|
Office
|
|
Bridgewater
|
|
NJ
|
|
3/21/2014
|
|
125,000
|
|
|
16,009
|
|
|
194,287
|
|
|
—
|
|
|
—
|
|
|
210,296
|
|
|
35,136
|
|
Dollar General XVII
|
|
Retail
|
|
Hornbeck
|
|
LA
|
|
3/25/2014
|
|
—
|
|
(1)
|
82
|
|
|
780
|
|
|
—
|
|
|
—
|
|
|
862
|
|
|
157
|
|
Family Dollar IX
|
|
Retail
|
|
Fannettsburg
|
|
PA
|
|
4/8/2014
|
|
—
|
|
(1)
|
165
|
|
|
803
|
|
|
—
|
|
|
—
|
|
|
968
|
|
|
158
|
|
Mattress Firm I
|
|
Retail
|
|
Saginaw
|
|
MI
|
|
4/8/2014
|
|
—
|
|
—
|
337
|
|
|
1,140
|
|
|
—
|
|
|
—
|
|
|
1,477
|
|
|
244
|
|
Bi-Lo I
|
|
Retail
|
|
Greenville
|
|
SC
|
|
5/8/2014
|
|
—
|
|
—
|
1,504
|
|
|
4,770
|
|
|
—
|
|
|
—
|
|
|
6,274
|
|
|
909
|
|
Stop & Shop I
|
|
Retail
|
|
Bristol
|
|
RI
|
|
5/8/2014
|
|
—
|
|
(5)
|
2,860
|
|
|
10,010
|
|
|
—
|
|
|
—
|
|
|
12,870
|
|
|
1,858
|
|
Stop & Shop I
|
|
Retail
|
|
Cumberland
|
|
RI
|
|
5/8/2014
|
|
—
|
|
|
3,295
|
|
|
13,693
|
|
|
—
|
|
|
1
|
|
|
16,989
|
|
|
2,609
|
|
Stop & Shop I
|
|
Retail
|
|
Framingham
|
|
MA
|
|
5/8/2014
|
|
—
|
|
(5)
|
3,971
|
|
|
12,289
|
|
|
—
|
|
|
—
|
|
|
16,260
|
|
|
2,127
|
|
Stop & Shop I
|
|
Retail
|
|
Malden
|
|
MA
|
|
5/8/2014
|
|
—
|
|
(5)
|
4,418
|
|
|
15,195
|
|
|
—
|
|
|
—
|
|
|
19,613
|
|
|
2,620
|
|
Stop & Shop I
|
|
Retail
|
|
Sicklerville
|
|
NJ
|
|
5/8/2014
|
|
—
|
|
(1)
|
2,367
|
|
|
9,873
|
|
|
—
|
|
|
—
|
|
|
12,240
|
|
|
1,776
|
|
Stop & Shop I
|
|
Retail
|
|
Southington
|
|
CT
|
|
5/8/2014
|
|
—
|
|
(1)
|
3,238
|
|
|
13,169
|
|
|
—
|
|
|
—
|
|
|
16,407
|
|
|
2,399
|
|
Stop & Shop I
|
|
Retail
|
|
Swampscott
|
|
MA
|
|
5/8/2014
|
|
—
|
|
(5)
|
3,644
|
|
|
12,982
|
|
|
—
|
|
|
—
|
|
|
16,626
|
|
|
2,235
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Dollar General XVII
|
|
Retail
|
|
Forest Hill
|
|
LA
|
|
5/12/2014
|
|
—
|
|
(1)
|
83
|
|
|
728
|
|
|
—
|
|
|
—
|
|
|
811
|
|
|
147
|
|
Dollar General XIX
|
|
Retail
|
|
Chelsea
|
|
OK
|
|
5/13/2014
|
|
—
|
|
(1)
|
231
|
|
|
919
|
|
|
—
|
|
|
—
|
|
|
1,150
|
|
|
203
|
|
Dollar General XX
|
|
Retail
|
|
Brookhaven
|
|
MS
|
|
5/14/2014
|
|
—
|
|
(1)
|
186
|
|
|
616
|
|
|
—
|
|
|
—
|
|
|
802
|
|
|
121
|
|
Dollar General XX
|
|
Retail
|
|
Columbus
|
|
MS
|
|
5/14/2014
|
|
—
|
|
(1)
|
370
|
|
|
491
|
|
|
—
|
|
|
—
|
|
|
861
|
|
|
110
|
|
Dollar General XX
|
|
Retail
|
|
Forest
|
|
MS
|
|
5/14/2014
|
|
—
|
|
(1)
|
72
|
|
|
856
|
|
|
—
|
|
|
—
|
|
|
928
|
|
|
160
|
|
Dollar General XX
|
|
Retail
|
|
Rolling Fork
|
|
MS
|
|
5/14/2014
|
|
—
|
|
(1)
|
244
|
|
|
929
|
|
|
—
|
|
|
—
|
|
|
1,173
|
|
|
178
|
|
Dollar General XX
|
|
Retail
|
|
West Point
|
|
MS
|
|
5/14/2014
|
|
—
|
|
(1)
|
318
|
|
|
506
|
|
|
—
|
|
|
—
|
|
|
824
|
|
|
121
|
|
Dollar General XXI
|
|
Retail
|
|
Huntington
|
|
WV
|
|
5/29/2014
|
|
—
|
|
(1)
|
101
|
|
|
1,101
|
|
|
—
|
|
|
—
|
|
|
1,202
|
|
|
233
|
|
Dollar General XXII
|
|
Retail
|
|
Warren
|
|
IN
|
|
5/30/2014
|
|
—
|
|
(1)
|
88
|
|
|
962
|
|
|
—
|
|
|
—
|
|
|
1,050
|
|
|
172
|
|
FedEx Ground V
|
(16)
|
Distribution
|
|
Sioux City
|
|
IA
|
|
2/18/2016
|
|
—
|
|
(1)
|
199
|
|
|
5,638
|
|
|
55
|
|
|
—
|
|
|
5,892
|
|
|
794
|
|
FedEx Ground VII
|
|
Distribution
|
|
Eagle River
|
|
WI
|
|
2/19/2016
|
|
—
|
|
(1)
|
40
|
|
|
6,022
|
|
|
—
|
|
|
—
|
|
|
6,062
|
|
|
910
|
|
FedEx Ground VI
|
|
Distribution
|
|
Grand Forks
|
|
ND
|
|
2/19/2016
|
|
—
|
|
(1)
|
1,288
|
|
|
8,988
|
|
|
—
|
|
|
146
|
|
|
10,422
|
|
|
1,438
|
|
FedEx Ground VIII
|
|
Distribution
|
|
Mosinee
|
|
WI
|
|
2/23/2016
|
|
—
|
|
(1)
|
203
|
|
|
9,017
|
|
|
—
|
|
|
—
|
|
|
9,220
|
|
|
1,449
|
|
Anderson Station
|
(11)
|
Multi-tenant Retail
|
|
Anderson
|
|
SC
|
|
2/16/2017
|
|
—
|
|
(7)
|
5,201
|
|
|
27,100
|
|
|
—
|
|
|
832
|
|
|
33,133
|
|
|
3,381
|
|
Riverbend Marketplace
|
(11)
|
Multi-tenant Retail
|
|
Asheville
|
|
NC
|
|
2/16/2017
|
|
—
|
|
(7)
|
4,949
|
|
|
18,213
|
|
|
—
|
|
|
—
|
|
|
23,162
|
|
|
2,047
|
|
Northlake Commons
|
(11)
|
Multi-tenant Retail
|
|
Charlotte
|
|
NC
|
|
2/16/2017
|
|
—
|
|
(10)
|
17,539
|
|
|
16,342
|
|
|
—
|
|
|
66
|
|
|
33,947
|
|
|
2,067
|
|
Shops at Rivergate South
|
(11)
|
Multi-tenant Retail
|
|
Charlotte
|
|
NC
|
|
2/16/2017
|
|
—
|
|
(7)
|
5,202
|
|
|
28,378
|
|
|
—
|
|
|
162
|
|
|
33,742
|
|
|
3,156
|
|
Cross Pointe Centre
|
(11)
|
Multi-tenant Retail
|
|
Fayetteville
|
|
NC
|
|
2/16/2017
|
|
—
|
|
(7)
|
8,075
|
|
|
19,717
|
|
|
—
|
|
|
534
|
|
|
28,326
|
|
|
2,249
|
|
Parkside Shopping Center
|
(11)
|
Multi-tenant Retail
|
|
Frankfort
|
|
KY
|
|
2/16/2017
|
|
—
|
|
(10)
|
9,978
|
|
|
29,996
|
|
|
695
|
|
|
1,155
|
|
|
41,824
|
|
|
3,823
|
|
Patton Creek
|
(11)
|
Multi-tenant Retail
|
|
Hoover
|
|
AL
|
|
2/16/2017
|
|
34,000
|
|
|
15,799
|
|
|
79,150
|
|
|
—
|
|
|
309
|
|
|
95,258
|
|
|
8,597
|
|
Southway Shopping Center
|
(11)
|
Multi-tenant Retail
|
|
Houston
|
|
TX
|
|
2/16/2017
|
|
—
|
|
(10)
|
10,260
|
|
|
24,440
|
|
|
—
|
|
|
26
|
|
|
34,726
|
|
|
2,627
|
|
Northpark Center
|
(11)
|
Multi-tenant Retail
|
|
Huber Heights
|
|
OH
|
|
2/16/2017
|
|
—
|
|
(7)
|
8,975
|
|
|
28,552
|
|
|
—
|
|
|
1,302
|
|
|
38,829
|
|
|
3,362
|
|
Tiffany Springs MarketCenter
|
(11)
|
Multi-tenant Retail
|
|
Kansas City
|
|
MO
|
|
2/16/2017
|
|
—
|
|
(10)
|
10,154
|
|
|
50,832
|
|
|
—
|
|
|
3,396
|
|
|
64,382
|
|
|
6,614
|
|
North Lakeland Plaza
|
(11)
|
Multi-tenant Retail
|
|
Lakeland
|
|
FL
|
|
2/16/2017
|
|
—
|
|
(7)
|
2,599
|
|
|
12,652
|
|
|
—
|
|
|
172
|
|
|
15,423
|
|
|
1,450
|
|
Best on the Boulevard
|
(11)
|
Multi-tenant Retail
|
|
Las Vegas
|
|
NV
|
|
2/16/2017
|
|
—
|
|
(7)
|
10,046
|
|
|
32,706
|
|
|
—
|
|
|
255
|
|
|
43,007
|
|
|
3,669
|
|
Montecito Crossing
|
(11)
|
Multi-tenant Retail
|
|
Las Vegas
|
|
NV
|
|
2/16/2017
|
|
—
|
|
(7)
|
16,204
|
|
|
36,477
|
|
|
—
|
|
|
12
|
|
|
52,693
|
|
|
4,196
|
|
Pine Ridge Plaza
|
(11)
|
Multi-tenant Retail
|
|
Lawrence
|
|
KS
|
|
2/16/2017
|
|
—
|
|
(10)
|
14,008
|
|
|
20,935
|
|
|
—
|
|
|
576
|
|
|
35,519
|
|
|
2,614
|
|
Jefferson Commons
|
(11)
|
Multi-tenant Retail
|
|
Louisville
|
|
KY
|
|
2/16/2017
|
|
—
|
|
(7)
|
5,110
|
|
|
29,432
|
|
|
—
|
|
|
2,643
|
|
|
37,185
|
|
|
3,618
|
|
Towne Centre Plaza
|
(11)
|
Multi-tenant Retail
|
|
Mesquite
|
|
TX
|
|
2/16/2017
|
|
—
|
|
(10)
|
3,553
|
|
|
11,992
|
|
|
—
|
|
|
835
|
|
|
16,380
|
|
|
1,483
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Township Marketplace
|
(11)
|
Multi-tenant Retail
|
|
Monaca
|
|
PA
|
|
2/16/2017
|
|
—
|
|
(10)
|
8,146
|
|
|
39,267
|
|
|
—
|
|
|
285
|
|
|
47,698
|
|
|
4,211
|
|
Northwoods Marketplace
|
(11)
|
Multi-tenant Retail
|
|
North Charleston
|
|
SC
|
|
2/16/2017
|
|
—
|
|
(10)
|
13,474
|
|
|
28,362
|
|
|
—
|
|
|
431
|
|
|
42,267
|
|
|
3,182
|
|
Centennial Plaza
|
(11)
|
Multi-tenant Retail
|
|
Oklahoma City
|
|
OK
|
|
2/16/2017
|
|
—
|
|
(7)
|
3,488
|
|
|
30,054
|
|
|
—
|
|
|
64
|
|
|
33,606
|
|
|
3,221
|
|
Village at Quail Springs
|
(11)
|
Multi-tenant Retail
|
|
Oklahoma City
|
|
OK
|
|
2/16/2017
|
|
—
|
|
(10)
|
2,307
|
|
|
9,983
|
|
|
—
|
|
|
2,210
|
|
|
14,500
|
|
|
1,581
|
|
Colonial Landing (16)
|
(11)
|
Multi-tenant Retail
|
|
Orlando
|
|
FL
|
|
2/16/2017
|
|
—
|
|
(10)
|
—
|
|
|
44,255
|
|
|
—
|
|
|
2,682
|
|
|
46,937
|
|
|
4,813
|
|
The Centrum
|
(11)
|
Multi-tenant Retail
|
|
Pineville
|
|
NC
|
|
2/16/2017
|
|
—
|
|
—
|
12,013
|
|
|
26,242
|
|
|
—
|
|
|
1,441
|
|
|
39,696
|
|
|
3,221
|
|
Liberty Crossing
|
(11)
|
Multi-tenant Retail
|
|
Rowlett
|
|
TX
|
|
2/16/2017
|
|
—
|
|
(10)
|
6,285
|
|
|
20,700
|
|
|
—
|
|
|
51
|
|
|
27,036
|
|
|
2,383
|
|
San Pedro Crossing
|
(11)
|
Multi-tenant Retail
|
|
San Antonio
|
|
TX
|
|
2/16/2017
|
|
—
|
|
(7)
|
10,118
|
|
|
38,655
|
|
|
—
|
|
|
5,563
|
|
|
54,336
|
|
|
4,446
|
|
Prairie Towne Center
|
(11)
|
Multi-tenant Retail
|
|
Schaumburg
|
|
IL
|
|
2/16/2017
|
|
—
|
|
(10)
|
11,070
|
|
|
19,528
|
|
|
—
|
|
|
6,191
|
|
|
36,789
|
|
|
5,609
|
|
Shops at Shelby Crossing
|
(11)
|
Multi-tenant Retail
|
|
Sebring
|
|
FL
|
|
2/16/2017
|
|
21,677
|
|
|
4,478
|
|
|
32,316
|
|
|
—
|
|
|
324
|
|
|
37,118
|
|
|
4,239
|
|
Stirling Slidell Centre
|
(11)
|
Multi-tenant Retail
|
|
Slidell
|
|
LA
|
|
2/16/2017
|
|
—
|
|
—
|
3,495
|
|
|
18,113
|
|
|
(2,028)
|
|
|
(11,262)
|
|
|
8,318
|
|
|
112
|
|
The Shops at West End
|
(11)
|
Multi-tenant Retail
|
|
St. Louis Park
|
|
MN
|
|
2/16/2017
|
|
—
|
|
(10)
|
12,831
|
|
|
107,807
|
|
|
—
|
|
|
904
|
|
|
121,542
|
|
|
10,968
|
|
Bison Hollow
|
(11)
|
Multi-tenant Retail
|
|
Traverse City
|
|
MI
|
|
2/16/2017
|
|
—
|
|
(10)
|
4,346
|
|
|
15,944
|
|
|
—
|
|
|
—
|
|
|
20,290
|
|
|
1,723
|
|
Southroads Shopping Center
|
(11)
|
Multi-tenant Retail
|
|
Tulsa
|
|
OK
|
|
2/16/2017
|
|
—
|
|
(10)
|
6,663
|
|
|
60,721
|
|
|
30
|
|
|
1,477
|
|
|
68,891
|
|
|
7,485
|
|
The Streets of West Chester
|
(11)
|
Multi-tenant Retail
|
|
West Chester
|
|
OH
|
|
2/16/2017
|
|
—
|
|
(10)
|
11,313
|
|
|
34,305
|
|
|
517
|
|
|
363
|
|
|
46,498
|
|
|
3,930
|
|
Shoppes of West Melbourne
|
(11)
|
Multi-tenant Retail
|
|
West Melbourne
|
|
FL
|
|
2/16/2017
|
|
—
|
|
(7)
|
4,258
|
|
|
19,138
|
|
|
—
|
|
|
865
|
|
|
24,261
|
|
|
2,257
|
|
Shoppes at Wyomissing
|
(11)
|
Multi-tenant Retail
|
|
Wyomissing
|
|
PA
|
|
2/16/2017
|
|
—
|
|
(10)
|
4,108
|
|
|
32,446
|
|
|
—
|
|
|
83
|
|
|
36,637
|
|
|
3,589
|
|
Dollar General XXIII
|
|
Retail
|
|
Dewitt
|
|
NY
|
|
3/31/2017
|
|
—
|
|
(8)
|
233
|
|
|
1,044
|
|
|
—
|
|
|
—
|
|
|
1,277
|
|
|
126
|
|
Dollar General XXIII
|
|
Retail
|
|
Farmington
|
|
NY
|
|
3/31/2017
|
|
—
|
|
(8)
|
374
|
|
|
1,037
|
|
|
—
|
|
|
—
|
|
|
1,411
|
|
|
127
|
|
Dollar General XXIII
|
|
Retail
|
|
Geddes
|
|
NY
|
|
3/31/2017
|
|
—
|
|
(8)
|
191
|
|
|
1,018
|
|
|
—
|
|
|
—
|
|
|
1,209
|
|
|
125
|
|
Dollar General XXIII
|
|
Retail
|
|
Otego
|
|
NY
|
|
3/31/2017
|
|
—
|
|
(8)
|
285
|
|
|
1,070
|
|
|
—
|
|
|
—
|
|
|
1,355
|
|
|
132
|
|
Dollar General XXIII
|
|
Retail
|
|
Parish
|
|
NY
|
|
3/31/2017
|
|
—
|
|
(8)
|
164
|
|
|
1,071
|
|
|
—
|
|
|
—
|
|
|
1,235
|
|
|
136
|
|
Dollar General XXIII
|
|
Retail
|
|
Utica
|
|
NY
|
|
3/31/2017
|
|
—
|
|
(8)
|
301
|
|
|
1,034
|
|
|
—
|
|
|
—
|
|
|
1,335
|
|
|
135
|
|
Jo-Ann Fabrics I
|
|
Retail
|
|
Freeport
|
|
IL
|
|
4/17/2017
|
|
—
|
|
(8)
|
119
|
|
|
1,663
|
|
|
—
|
|
|
—
|
|
|
1,782
|
|
|
181
|
|
Bob Evans I
|
|
Retail
|
|
Ashland
|
|
KY
|
|
4/28/2017
|
|
—
|
|
(6)
|
446
|
|
|
1,771
|
|
|
—
|
|
|
—
|
|
|
2,217
|
|
|
186
|
|
Bob Evans I
|
|
Retail
|
|
Bloomington
|
|
IN
|
|
4/28/2017
|
|
—
|
|
(6)
|
405
|
|
|
1,351
|
|
|
—
|
|
|
—
|
|
|
1,756
|
|
|
144
|
|
Bob Evans I
|
|
Retail
|
|
Bucyrus
|
|
OH
|
|
4/28/2017
|
|
—
|
|
(6)
|
224
|
|
|
1,450
|
|
|
—
|
|
|
—
|
|
|
1,674
|
|
|
159
|
|
Bob Evans I
|
|
Retail
|
|
Columbia City
|
|
IN
|
|
4/28/2017
|
|
—
|
|
(6)
|
333
|
|
|
594
|
|
|
—
|
|
|
—
|
|
|
927
|
|
|
79
|
|
Bob Evans I
|
|
Retail
|
|
Coshocton
|
|
OH
|
|
4/28/2017
|
|
—
|
|
(6)
|
386
|
|
|
1,326
|
|
|
—
|
|
|
—
|
|
|
1,712
|
|
|
162
|
|
Bob Evans I
|
|
Retail
|
|
Dublin
|
|
OH
|
|
4/28/2017
|
|
—
|
|
(6)
|
701
|
|
|
645
|
|
|
—
|
|
|
—
|
|
|
1,346
|
|
|
88
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Bob Evans I
|
|
Retail
|
|
Ellicott City
|
|
MD
|
|
4/28/2017
|
|
—
|
|
(6)
|
507
|
|
|
1,083
|
|
|
—
|
|
|
—
|
|
|
1,590
|
|
|
136
|
|
Bob Evans I
|
|
Retail
|
|
Elyria
|
|
OH
|
|
4/28/2017
|
|
—
|
|
(6)
|
540
|
|
|
1,003
|
|
|
—
|
|
|
—
|
|
|
1,543
|
|
|
123
|
|
Bob Evans I
|
|
Retail
|
|
Franklin
|
|
OH
|
|
4/28/2017
|
|
—
|
|
(6)
|
620
|
|
|
1,581
|
|
|
—
|
|
|
—
|
|
|
2,201
|
|
|
178
|
|
Bob Evans I
|
|
Retail
|
|
Kettering
|
|
OH
|
|
4/28/2017
|
|
—
|
|
(6)
|
264
|
|
|
1,493
|
|
|
—
|
|
|
—
|
|
|
1,757
|
|
|
168
|
|
Bob Evans I
|
|
Retail
|
|
Lansing
|
|
MI
|
|
4/28/2017
|
|
—
|
|
(6)
|
817
|
|
|
1,093
|
|
|
—
|
|
|
—
|
|
|
1,910
|
|
|
144
|
|
Bob Evans I
|
|
Retail
|
|
Lebanon
|
|
OH
|
|
4/28/2017
|
|
—
|
|
(6)
|
628
|
|
|
1,328
|
|
|
—
|
|
|
—
|
|
|
1,956
|
|
|
161
|
|
Bob Evans I
|
|
Retail
|
|
Lewes
|
|
DE
|
|
4/28/2017
|
|
—
|
|
(6)
|
660
|
|
|
1,016
|
|
|
—
|
|
|
—
|
|
|
1,676
|
|
|
122
|
|
Bob Evans I
|
|
Retail
|
|
Marietta
|
|
OH
|
|
4/28/2017
|
|
—
|
|
(6)
|
631
|
|
|
1,890
|
|
|
—
|
|
|
—
|
|
|
2,521
|
|
|
208
|
|
Bob Evans I
|
|
Retail
|
|
Miamisburg
|
|
OH
|
|
4/28/2017
|
|
—
|
|
(6)
|
339
|
|
|
1,791
|
|
|
—
|
|
|
—
|
|
|
2,130
|
|
|
195
|
|
Bob Evans I
|
|
Retail
|
|
Paducah
|
|
KY
|
|
4/28/2017
|
|
—
|
|
(6)
|
296
|
|
|
697
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
90
|
|
Bob Evans I
|
|
Retail
|
|
Plymouth
|
|
IN
|
|
4/28/2017
|
|
—
|
|
(6)
|
172
|
|
|
1,023
|
|
|
—
|
|
|
—
|
|
|
1,195
|
|
|
117
|
|
Bob Evans I
|
|
Retail
|
|
Roseville
|
|
MI
|
|
4/28/2017
|
|
—
|
|
(6)
|
861
|
|
|
854
|
|
|
—
|
|
|
—
|
|
|
1,715
|
|
|
119
|
|
Bob Evans I
|
|
Retail
|
|
Steubenville
|
|
OH
|
|
4/28/2017
|
|
—
|
|
(6)
|
641
|
|
|
1,638
|
|
|
—
|
|
|
—
|
|
|
2,279
|
|
|
205
|
|
Bob Evans I
|
|
Retail
|
|
Streetsboro
|
|
OH
|
|
4/28/2017
|
|
—
|
|
(6)
|
1,078
|
|
|
780
|
|
|
—
|
|
|
—
|
|
|
1,858
|
|
|
106
|
|
Bob Evans I
|
|
Retail
|
|
Taylor
|
|
MI
|
|
4/28/2017
|
|
—
|
|
(6)
|
542
|
|
|
1,210
|
|
|
—
|
|
|
—
|
|
|
1,752
|
|
|
145
|
|
Bob Evans I
|
|
Retail
|
|
Uniontown
|
|
PA
|
|
4/28/2017
|
|
—
|
|
(6)
|
494
|
|
|
1,104
|
|
|
—
|
|
|
—
|
|
|
1,598
|
|
|
144
|
|
Bob Evans I
|
|
Retail
|
|
Weirton
|
|
WV
|
|
4/28/2017
|
|
—
|
|
(6)
|
305
|
|
|
900
|
|
|
—
|
|
|
—
|
|
|
1,205
|
|
|
123
|
|
FedEx Ground IX
|
|
Distribution
|
|
Brainerd
|
|
MN
|
|
5/3/2017
|
|
—
|
|
(8)
|
587
|
|
|
3,415
|
|
|
—
|
|
|
—
|
|
|
4,002
|
|
|
449
|
|
Chili's II
|
|
Retail
|
|
McHenry
|
|
IL
|
|
5/10/2017
|
|
—
|
|
(8)
|
973
|
|
|
2,557
|
|
|
—
|
|
|
—
|
|
|
3,530
|
|
|
275
|
|
Dollar General XXIII
|
|
Retail
|
|
Kingston
|
|
NY
|
|
5/10/2017
|
|
—
|
|
(8)
|
432
|
|
|
1,027
|
|
|
—
|
|
|
—
|
|
|
1,459
|
|
|
129
|
|
Sonic Drive In I
|
|
Retail
|
|
Robertsdale
|
|
AL
|
|
6/2/2017
|
|
—
|
|
(8)
|
358
|
|
|
1,043
|
|
|
—
|
|
|
—
|
|
|
1,401
|
|
|
119
|
|
Sonic Drive In I
|
|
Retail
|
|
Tuscaloosa
|
|
AL
|
|
6/2/2017
|
|
—
|
|
(8)
|
1,808
|
|
|
841
|
|
|
—
|
|
|
—
|
|
|
2,649
|
|
|
97
|
|
Bridgestone HOSEpower I
|
|
Distribution
|
|
Columbia
|
|
SC
|
|
6/8/2017
|
|
—
|
|
(8)
|
307
|
|
|
1,973
|
|
|
—
|
|
|
—
|
|
|
2,280
|
|
|
215
|
|
Bridgestone HOSEpower I
|
|
Distribution
|
|
Elko
|
|
NV
|
|
6/8/2017
|
|
—
|
|
(8)
|
358
|
|
|
1,642
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
193
|
|
Dollar General XXIII
|
|
Retail
|
|
Kerhonkson
|
|
NY
|
|
6/16/2017
|
|
—
|
|
(8)
|
247
|
|
|
953
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|
112
|
|
Bridgestone HOSEpower II
|
|
Distribution
|
|
Jacksonville
|
|
FL
|
|
7/3/2017
|
|
—
|
|
(8)
|
236
|
|
|
1,762
|
|
|
—
|
|
|
—
|
|
|
1,998
|
|
|
183
|
|
FedEx Ground X
|
|
Distribution
|
|
Rolla
|
|
MO
|
|
7/14/2017
|
|
—
|
|
(8)
|
469
|
|
|
9,653
|
|
|
—
|
|
|
—
|
|
|
10,122
|
|
|
1,207
|
|
Chili's III
|
|
Retail
|
|
Machesney Park
|
|
IL
|
|
8/9/2017
|
|
—
|
|
(8)
|
1,254
|
|
|
2,922
|
|
|
—
|
|
|
—
|
|
|
4,176
|
|
|
296
|
|
FedEx Ground XI
|
|
Distribution
|
|
Casper
|
|
WY
|
|
9/15/2017
|
|
—
|
|
(8)
|
386
|
|
|
3,469
|
|
|
—
|
|
|
—
|
|
|
3,855
|
|
|
350
|
|
Hardee's I
|
|
Retail
|
|
Ashland
|
|
AL
|
|
9/26/2017
|
|
—
|
|
(9)
|
170
|
|
|
827
|
|
|
—
|
|
|
—
|
|
|
997
|
|
|
89
|
|
Hardee's I
|
|
Retail
|
|
Jasper
|
|
AL
|
|
9/26/2017
|
|
—
|
|
(9)
|
171
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
698
|
|
|
56
|
|
Hardee's I
|
|
Retail
|
|
Jesup
|
|
GA
|
|
9/26/2017
|
|
—
|
|
(9)
|
231
|
|
|
1,236
|
|
|
(96)
|
|
|
(584)
|
|
|
787
|
|
|
—
|
|
Hardee's I
|
|
Retail
|
|
Waycross
|
|
GA
|
|
9/26/2017
|
|
—
|
|
(9)
|
261
|
|
|
1,217
|
|
|
(109)
|
|
|
(582)
|
|
|
787
|
|
|
—
|
|
Tractor Supply IV
|
|
Retail
|
|
Flandreau
|
|
SD
|
|
10/30/2017
|
|
—
|
|
(8)
|
194
|
|
|
1,110
|
|
|
—
|
|
|
—
|
|
|
1,304
|
|
|
103
|
|
Tractor Supply IV
|
|
Retail
|
|
Hazen
|
|
ND
|
|
10/30/2017
|
|
—
|
|
(8)
|
242
|
|
|
1,290
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
130
|
|
Circle K II
|
|
Retail
|
|
Harlingen
|
|
TX
|
|
11/2/2017
|
|
—
|
|
(9)
|
575
|
|
|
945
|
|
|
—
|
|
|
—
|
|
|
1,520
|
|
|
93
|
|
Circle K II
|
|
Retail
|
|
Laredo
|
|
TX
|
|
11/2/2017
|
|
—
|
|
(9)
|
734
|
|
|
1,294
|
|
|
—
|
|
|
—
|
|
|
2,028
|
|
|
126
|
|
Circle K II
|
|
Retail
|
|
Laredo
|
|
TX
|
|
11/2/2017
|
|
—
|
|
(9)
|
675
|
|
|
1,250
|
|
|
—
|
|
|
—
|
|
|
1,925
|
|
|
138
|
|
Circle K II
|
|
Retail
|
|
Laredo
|
|
TX
|
|
11/2/2017
|
|
—
|
|
(9)
|
226
|
|
|
443
|
|
|
—
|
|
|
—
|
|
|
669
|
|
|
44
|
|
Circle K II
|
|
Retail
|
|
Rio Grande
|
|
TX
|
|
11/2/2017
|
|
—
|
|
(9)
|
625
|
|
|
1,257
|
|
|
—
|
|
|
—
|
|
|
1,882
|
|
|
123
|
|
Circle K II
|
|
Retail
|
|
Weslaco
|
|
TX
|
|
11/2/2017
|
|
—
|
|
(9)
|
547
|
|
|
1,183
|
|
|
—
|
|
|
—
|
|
|
1,730
|
|
|
119
|
|
Sonic Drive In II
|
|
Retail
|
|
Biloxi
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
397
|
|
|
621
|
|
|
—
|
|
|
—
|
|
|
1,018
|
|
|
64
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Sonic Drive In II
|
|
Retail
|
|
Collins
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
272
|
|
|
992
|
|
|
—
|
|
|
—
|
|
|
1,264
|
|
|
101
|
|
Sonic Drive In II
|
|
Retail
|
|
Ellisville
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
251
|
|
|
1,114
|
|
|
—
|
|
|
—
|
|
|
1,365
|
|
|
103
|
|
Sonic Drive In II
|
|
Retail
|
|
Gulfport
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
100
|
|
|
930
|
|
|
—
|
|
|
—
|
|
|
1,030
|
|
|
99
|
|
Sonic Drive In II
|
|
Retail
|
|
Gulfport
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
199
|
|
|
660
|
|
|
—
|
|
|
—
|
|
|
859
|
|
|
61
|
|
Sonic Drive In II
|
|
Retail
|
|
Gulfport
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
232
|
|
|
746
|
|
|
—
|
|
|
—
|
|
|
978
|
|
|
78
|
|
Sonic Drive In II
|
|
Retail
|
|
Hattiesburg
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
351
|
|
|
788
|
|
|
—
|
|
|
—
|
|
|
1,139
|
|
|
84
|
|
Sonic Drive In II
|
|
Retail
|
|
Lithia
|
|
FL
|
|
11/3/2017
|
|
—
|
|
(9)
|
352
|
|
|
478
|
|
|
—
|
|
|
—
|
|
|
830
|
|
|
56
|
|
Sonic Drive In II
|
|
Retail
|
|
Long Beach
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
210
|
|
|
840
|
|
|
—
|
|
|
—
|
|
|
1,050
|
|
|
89
|
|
Sonic Drive In II
|
|
Retail
|
|
Magee
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
300
|
|
|
740
|
|
|
—
|
|
|
—
|
|
|
1,040
|
|
|
80
|
|
Sonic Drive In II
|
|
Retail
|
|
Petal
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
100
|
|
|
1,053
|
|
|
—
|
|
|
—
|
|
|
1,153
|
|
|
98
|
|
Sonic Drive In II
|
|
Retail
|
|
Plant City
|
|
FL
|
|
11/3/2017
|
|
—
|
|
(9)
|
250
|
|
|
525
|
|
|
—
|
|
|
—
|
|
|
775
|
|
|
67
|
|
Sonic Drive In II
|
|
Retail
|
|
Purvis
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
129
|
|
|
896
|
|
|
—
|
|
|
—
|
|
|
1,025
|
|
|
84
|
|
Sonic Drive In II
|
|
Retail
|
|
Riverview
|
|
FL
|
|
11/3/2017
|
|
—
|
|
(9)
|
267
|
|
|
502
|
|
|
—
|
|
|
—
|
|
|
769
|
|
|
57
|
|
Sonic Drive In II
|
|
Retail
|
|
Riverview
|
|
FL
|
|
11/3/2017
|
|
—
|
|
(9)
|
392
|
|
|
679
|
|
|
—
|
|
|
—
|
|
|
1,071
|
|
|
71
|
|
Sonic Drive In II
|
|
Retail
|
|
Tylertown
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
191
|
|
|
1,197
|
|
|
—
|
|
|
—
|
|
|
1,388
|
|
|
120
|
|
Sonic Drive In II
|
|
Retail
|
|
Wauchula
|
|
FL
|
|
11/3/2017
|
|
—
|
|
(9)
|
191
|
|
|
346
|
|
|
—
|
|
|
—
|
|
|
537
|
|
|
39
|
|
Sonic Drive In II
|
|
Retail
|
|
Waveland
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
322
|
|
|
594
|
|
|
—
|
|
|
—
|
|
|
916
|
|
|
64
|
|
Sonic Drive In II
|
|
Retail
|
|
Waynesboro
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
188
|
|
|
517
|
|
|
—
|
|
|
—
|
|
|
705
|
|
|
55
|
|
Sonic Drive In II
|
|
Retail
|
|
Woodville
|
|
MS
|
|
11/3/2017
|
|
—
|
|
(9)
|
160
|
|
|
1,179
|
|
|
—
|
|
|
—
|
|
|
1,339
|
|
|
108
|
|
Bridgestone HOSEpower III
|
|
Distribution
|
|
Sulphur
|
|
LA
|
|
12/20/2017
|
|
—
|
|
(8)
|
882
|
|
|
2,176
|
|
|
—
|
|
|
—
|
|
|
3,058
|
|
|
196
|
|
Sonny's BBQ I
|
|
Retail
|
|
Tallahassee
|
|
FL
|
|
1/15/2018
|
|
—
|
|
(9)
|
521
|
|
|
1,561
|
|
|
—
|
|
|
—
|
|
|
2,082
|
|
|
141
|
|
Sonny's BBQ I
|
|
Retail
|
|
Tallahassee
|
|
FL
|
|
1/15/2018
|
|
—
|
|
(9)
|
717
|
|
|
1,510
|
|
|
—
|
|
|
—
|
|
|
2,227
|
|
|
143
|
|
Sonny's BBQ I
|
|
Retail
|
|
Tallahassee
|
|
FL
|
|
1/15/2018
|
|
—
|
|
(9)
|
491
|
|
|
2,281
|
|
|
—
|
|
|
—
|
|
|
2,772
|
|
|
197
|
|
Mountain Express I
|
|
Retail
|
|
Baldwin
|
|
GA
|
|
1/25/2018
|
|
—
|
|
(9)
|
861
|
|
|
690
|
|
|
—
|
|
|
—
|
|
|
1,551
|
|
|
70
|
|
Mountain Express I
|
|
Retail
|
|
Buford
|
|
GA
|
|
1/25/2018
|
|
—
|
|
(9)
|
883
|
|
|
1,130
|
|
|
—
|
|
|
—
|
|
|
2,013
|
|
|
119
|
|
Mountain Express I
|
|
Retail
|
|
Canton
|
|
GA
|
|
1/25/2018
|
|
—
|
|
(9)
|
348
|
|
|
1,463
|
|
|
—
|
|
|
—
|
|
|
1,811
|
|
|
154
|
|
Mountain Express I
|
|
Retail
|
|
Chatsworth
|
|
GA
|
|
1/25/2018
|
|
—
|
|
(9)
|
673
|
|
|
1,108
|
|
|
—
|
|
|
—
|
|
|
1,781
|
|
|
114
|
|
Mountain Express I
|
|
Retail
|
|
Douglasville
|
|
GA
|
|
1/25/2018
|
|
—
|
|
(9)
|
958
|
|
|
808
|
|
|
—
|
|
|
—
|
|
|
1,766
|
|
|
76
|
|
Mountain Express I
|
|
Retail
|
|
Jasper
|
|
GA
|
|
1/25/2018
|
|
—
|
|
(9)
|
1,167
|
|
|
823
|
|
|
—
|
|
|
—
|
|
|
1,990
|
|
|
81
|
|
Mountain Express I
|
|
Retail
|
|
Summerville
|
|
GA
|
|
1/25/2018
|
|
—
|
|
(9)
|
270
|
|
|
1,019
|
|
|
—
|
|
|
—
|
|
|
1,289
|
|
|
94
|
|
Mountain Express I
|
|
Retail
|
|
Trion
|
|
GA
|
|
1/25/2018
|
|
—
|
|
(9)
|
379
|
|
|
1,077
|
|
|
—
|
|
|
—
|
|
|
1,456
|
|
|
117
|
|
Mountain Express I
|
|
Retail
|
|
Woodstock
|
|
GA
|
|
1/25/2018
|
|
—
|
|
(9)
|
578
|
|
|
804
|
|
|
—
|
|
|
—
|
|
|
1,382
|
|
|
79
|
|
Kum & Go I
|
|
Retail
|
|
Omaha
|
|
NE
|
|
2/27/2018
|
|
—
|
|
(10)
|
1,391
|
|
|
1,350
|
|
|
—
|
|
|
—
|
|
|
2,741
|
|
|
177
|
|
DaVita I
|
|
Retail
|
|
Bolivar
|
|
TN
|
|
2/28/2018
|
|
—
|
|
(9)
|
101
|
|
|
623
|
|
|
—
|
|
|
—
|
|
|
724
|
|
|
52
|
|
DaVita I
|
|
Retail
|
|
Brownviille
|
|
TN
|
|
2/28/2018
|
|
—
|
|
(9)
|
61
|
|
|
1,166
|
|
|
—
|
|
|
—
|
|
|
1,227
|
|
|
92
|
|
White Oak I
|
|
Retail
|
|
Casey
|
|
IA
|
|
3/9/2018
|
|
—
|
|
—
|
512
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
676
|
|
|
16
|
|
White Oak I
|
|
Retail
|
|
Hospers
|
|
IA
|
|
3/9/2018
|
|
—
|
|
—
|
674
|
|
|
236
|
|
|
—
|
|
|
—
|
|
|
910
|
|
|
24
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
White Oak I
|
|
Retail
|
|
Jefferson
|
|
IA
|
|
3/9/2018
|
|
—
|
|
—
|
662
|
|
|
484
|
|
|
—
|
|
|
—
|
|
|
1,146
|
|
|
45
|
|
White Oak I
|
|
Retail
|
|
Muscatine
|
|
IA
|
|
3/9/2018
|
|
—
|
|
—
|
1,142
|
|
|
671
|
|
|
—
|
|
|
—
|
|
|
1,813
|
|
|
63
|
|
White Oak I
|
|
Retail
|
|
Nevada
|
|
IA
|
|
3/9/2018
|
|
—
|
|
—
|
347
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
546
|
|
|
20
|
|
White Oak I
|
|
Retail
|
|
Nevada
|
|
IA
|
|
3/9/2018
|
|
—
|
|
—
|
928
|
|
|
377
|
|
|
—
|
|
|
—
|
|
|
1,305
|
|
|
38
|
|
White Oak I
|
|
Retail
|
|
Omaha
|
|
NE
|
|
3/9/2018
|
|
—
|
|
—
|
867
|
|
|
273
|
|
|
—
|
|
|
—
|
|
|
1,140
|
|
|
30
|
|
White Oak I
|
|
Retail
|
|
Omaha
|
|
NE
|
|
3/9/2018
|
|
—
|
|
—
|
885
|
|
|
649
|
|
|
—
|
|
|
—
|
|
|
1,534
|
|
|
57
|
|
White Oak I
|
|
Retail
|
|
Wapello
|
|
IA
|
|
3/9/2018
|
|
—
|
|
—
|
708
|
|
|
627
|
|
|
—
|
|
|
—
|
|
|
1,335
|
|
|
58
|
|
Mountain Express II
|
|
Retail
|
|
Arley
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
590
|
|
|
428
|
|
|
—
|
|
|
—
|
|
|
1,018
|
|
|
41
|
|
Mountain Express II
|
|
Retail
|
|
Cullman
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
669
|
|
|
978
|
|
|
—
|
|
|
—
|
|
|
1,647
|
|
|
80
|
|
Mountain Express II
|
|
Retail
|
|
Cullman
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
794
|
|
|
858
|
|
|
—
|
|
|
—
|
|
|
1,652
|
|
|
74
|
|
Mountain Express II
|
|
Retail
|
|
Eva
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
782
|
|
|
258
|
|
|
—
|
|
|
—
|
|
|
1,040
|
|
|
26
|
|
Mountain Express II
|
|
Retail
|
|
Good Hope
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
1,080
|
|
|
685
|
|
|
—
|
|
|
—
|
|
|
1,765
|
|
|
69
|
|
Mountain Express II
|
|
Retail
|
|
Huntsville
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
1,470
|
|
|
659
|
|
|
—
|
|
|
—
|
|
|
2,129
|
|
|
55
|
|
Mountain Express II
|
|
Retail
|
|
Huntsville
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
2,468
|
|
|
710
|
|
|
—
|
|
|
—
|
|
|
3,178
|
|
|
60
|
|
Mountain Express II
|
|
Retail
|
|
Huntsville
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
1,882
|
|
|
316
|
|
|
—
|
|
|
—
|
|
|
2,198
|
|
|
29
|
|
Mountain Express II
|
|
Retail
|
|
Oneonta
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
1,057
|
|
|
532
|
|
|
—
|
|
|
—
|
|
|
1,589
|
|
|
42
|
|
Mountain Express II
|
|
Retail
|
|
Owens Cross
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
578
|
|
|
1,386
|
|
|
—
|
|
|
—
|
|
|
1,964
|
|
|
105
|
|
Mountain Express II
|
|
Retail
|
|
Pine Campbell
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
819
|
|
|
219
|
|
|
—
|
|
|
—
|
|
|
1,038
|
|
|
20
|
|
Mountain Express II
|
|
Retail
|
|
Red Bay
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
840
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|
1,406
|
|
|
44
|
|
Mountain Express II
|
|
Retail
|
|
Red Bay
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
254
|
|
|
393
|
|
|
—
|
|
|
—
|
|
|
647
|
|
|
31
|
|
Mountain Express II
|
|
Retail
|
|
Russellville
|
|
AL
|
|
6/14/2018
|
|
—
|
|
(9)
|
594
|
|
|
378
|
|
|
—
|
|
|
—
|
|
|
972
|
|
|
32
|
|
Mountain Express II
|
|
Retail
|
|
Vina
|
|
AL
|
|
6/14/2018
|
|
—
|
|
—
|
549
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
849
|
|
|
24
|
|
Dialysis I
|
|
Retail
|
|
Grand Rapids
|
|
MI
|
|
7/20/2018
|
|
—
|
|
(9)
|
674
|
|
|
1,827
|
|
|
—
|
|
|
—
|
|
|
2,501
|
|
|
125
|
|
Dialysis I
|
|
Retail
|
|
Michigan City
|
|
IN
|
|
7/20/2018
|
|
—
|
|
(1)
|
360
|
|
|
1,726
|
|
|
—
|
|
|
—
|
|
|
2,086
|
|
|
142
|
|
Dialysis I
|
|
Retail
|
|
Auburn
|
|
ME
|
|
7/20/2018
|
|
—
|
|
(9)
|
78
|
|
|
2,766
|
|
|
—
|
|
|
—
|
|
|
2,844
|
|
|
182
|
|
Dialysis I
|
|
Retail
|
|
Benton Harbor
|
|
MI
|
|
7/20/2018
|
|
—
|
|
(9)
|
241
|
|
|
1,687
|
|
|
—
|
|
|
—
|
|
|
1,928
|
|
|
127
|
|
Dialysis I
|
|
Retail
|
|
East Knoxville
|
|
TN
|
|
7/20/2018
|
|
—
|
|
(9)
|
497
|
|
|
1,429
|
|
|
—
|
|
|
—
|
|
|
1,926
|
|
|
105
|
|
Dialysis I
|
|
Retail
|
|
Grand Rapids
|
|
MI
|
|
7/20/2018
|
|
—
|
|
(9)
|
612
|
|
|
412
|
|
|
—
|
|
|
—
|
|
|
1,024
|
|
|
31
|
|
Dialysis I
|
|
Retail
|
|
Sikeston
|
|
MO
|
|
7/20/2018
|
|
—
|
|
(9)
|
221
|
|
|
1,762
|
|
|
—
|
|
|
—
|
|
|
1,983
|
|
|
132
|
|
Children of America I
|
|
Office
|
|
New Britian
|
|
PA
|
|
8/13/2018
|
|
—
|
|
(9)
|
224
|
|
|
3,319
|
|
|
—
|
|
|
—
|
|
|
3,543
|
|
|
222
|
|
Children of America I
|
|
Office
|
|
Warminster
|
|
PA
|
|
8/13/2018
|
|
—
|
|
(9)
|
284
|
|
|
3,225
|
|
|
—
|
|
|
—
|
|
|
3,509
|
|
|
215
|
|
Burger King II
|
|
Retail
|
|
Pineville
|
|
LA
|
|
8/20/2018
|
|
—
|
|
(9)
|
462
|
|
|
1,136
|
|
|
—
|
|
|
—
|
|
|
1,598
|
|
|
85
|
|
White Oak II
|
|
Retail
|
|
Council Bluffs
|
|
IA
|
|
8/27/2018
|
|
—
|
|
—
|
111
|
|
|
628
|
|
|
—
|
|
|
—
|
|
|
739
|
|
|
50
|
|
White Oak II
|
|
Retail
|
|
Council Bluffs
|
|
IA
|
|
8/27/2018
|
|
—
|
|
—
|
122
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|
688
|
|
|
42
|
|
White Oak II
|
|
Retail
|
|
Glenwood
|
|
IA
|
|
8/27/2018
|
|
—
|
|
—
|
20
|
|
|
351
|
|
|
—
|
|
|
—
|
|
|
371
|
|
|
22
|
|
White Oak II
|
|
Retail
|
|
Missouri Valley
|
|
IA
|
|
8/27/2018
|
|
—
|
|
—
|
40
|
|
|
388
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|
29
|
|
White Oak II
|
|
Retail
|
|
Red Oak
|
|
IA
|
|
8/27/2018
|
|
—
|
|
—
|
30
|
|
|
543
|
|
|
—
|
|
|
—
|
|
|
573
|
|
|
39
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
White Oak II
|
|
Retail
|
|
Sioux Center
|
|
IA
|
|
8/27/2018
|
|
—
|
|
—
|
20
|
|
|
358
|
|
|
—
|
|
|
—
|
|
|
378
|
|
|
24
|
|
White Oak II
|
|
Retail
|
|
Sioux City
|
|
IA
|
|
8/27/2018
|
|
—
|
|
—
|
70
|
|
|
339
|
|
|
—
|
|
|
—
|
|
|
409
|
|
|
24
|
|
White Oak II
|
|
Retail
|
|
Sioux City
|
|
IA
|
|
8/27/2018
|
|
—
|
|
—
|
81
|
|
|
396
|
|
|
—
|
|
|
—
|
|
|
477
|
|
|
26
|
|
White Oak II
|
|
Retail
|
|
Sioux City
|
|
IA
|
|
8/27/2018
|
|
—
|
|
—
|
101
|
|
|
519
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|
42
|
|
Bob Evans II
|
|
Retail
|
|
Aurora
|
|
IN
|
|
8/31/2018
|
|
—
|
|
(9)
|
237
|
|
|
1,675
|
|
|
—
|
|
|
—
|
|
|
1,912
|
|
|
122
|
|
Bob Evans II
|
|
Retail
|
|
Barboursville
|
|
WV
|
|
8/31/2018
|
|
—
|
|
(9)
|
987
|
|
|
807
|
|
|
—
|
|
|
—
|
|
|
1,794
|
|
|
55
|
|
Bob Evans II
|
|
Retail
|
|
Bay City
|
|
MI
|
|
8/31/2018
|
|
—
|
|
(9)
|
796
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
1,109
|
|
|
26
|
|
Bob Evans II
|
|
Retail
|
|
Bluefield
|
|
VA
|
|
8/31/2018
|
|
—
|
|
(9)
|
440
|
|
|
1,454
|
|
|
—
|
|
|
—
|
|
|
1,894
|
|
|
98
|
|
Bob Evans II
|
|
Retail
|
|
Bridgeport
|
|
OH
|
|
8/31/2018
|
|
—
|
|
(9)
|
335
|
|
|
1,301
|
|
|
—
|
|
|
—
|
|
|
1,636
|
|
|
88
|
|
Bob Evans II
|
|
Retail
|
|
Bridgeport
|
|
WV
|
|
8/31/2018
|
|
—
|
|
(9)
|
481
|
|
|
1,819
|
|
|
—
|
|
|
—
|
|
|
2,300
|
|
|
125
|
|
Bob Evans II
|
|
Retail
|
|
Burbank
|
|
OH
|
|
8/31/2018
|
|
—
|
|
(9)
|
172
|
|
|
1,804
|
|
|
—
|
|
|
—
|
|
|
1,976
|
|
|
136
|
|
Bob Evans II
|
|
Retail
|
|
Cadillac
|
|
MI
|
|
8/31/2018
|
|
—
|
|
(9)
|
345
|
|
|
1,447
|
|
|
—
|
|
|
—
|
|
|
1,792
|
|
|
103
|
|
Bob Evans II
|
|
Retail
|
|
Circleville
|
|
OH
|
|
8/31/2018
|
|
—
|
|
(9)
|
911
|
|
|
1,686
|
|
|
—
|
|
|
—
|
|
|
2,597
|
|
|
124
|
|
Bob Evans II
|
|
Retail
|
|
Columbus
|
|
OH
|
|
8/31/2018
|
|
—
|
|
(9)
|
615
|
|
|
1,252
|
|
|
—
|
|
|
—
|
|
|
1,867
|
|
|
92
|
|
Bob Evans II
|
|
Retail
|
|
E Liverpool
|
|
OH
|
|
8/31/2018
|
|
—
|
|
(9)
|
399
|
|
|
1,533
|
|
|
—
|
|
|
—
|
|
|
1,932
|
|
|
112
|
|
Bob Evans II
|
|
Retail
|
|
Greenville
|
|
OH
|
|
8/31/2018
|
|
—
|
|
(9)
|
460
|
|
|
1,900
|
|
|
—
|
|
|
—
|
|
|
2,360
|
|
|
125
|
|
Bob Evans II
|
|
Retail
|
|
Hamilton
|
|
OH
|
|
8/31/2018
|
|
—
|
|
(9)
|
441
|
|
|
1,344
|
|
|
—
|
|
|
—
|
|
|
1,785
|
|
|
100
|
|
Bob Evans II
|
|
Retail
|
|
Huntington
|
|
WV
|
|
8/31/2018
|
|
—
|
|
(9)
|
255
|
|
|
1,563
|
|
|
—
|
|
|
—
|
|
|
1,818
|
|
|
102
|
|
Bob Evans II
|
|
Retail
|
|
Jackson
|
|
OH
|
|
8/31/2018
|
|
—
|
|
(9)
|
596
|
|
|
1,487
|
|
|
—
|
|
|
—
|
|
|
2,083
|
|
|
109
|
|
Bob Evans II
|
|
Retail
|
|
Jeffersonville
|
|
OH
|
|
8/31/2018
|
|
—
|
|
(9)
|
193
|
|
|
1,508
|
|
|
—
|
|
|
—
|
|
|
1,701
|
|
|
126
|
|
Bob Evans II
|
|
Retail
|
|
Lavale
|
|
MD
|
|
8/31/2018
|
|
—
|
|
(9)
|
527
|
|
|
2,536
|
|
|
—
|
|
|
—
|
|
|
3,063
|
|
|
168
|
|
Bob Evans II
|
|
Retail
|
|
Mt. Pleasant
|
|
MI
|
|
8/31/2018
|
|
—
|
|
(9)
|
559
|
|
|
1,149
|
|
|
—
|
|
|
—
|
|
|
1,708
|
|
|
95
|
|
Bob Evans II
|
|
Retail
|
|
New Martinsville
|
|
WV
|
|
8/31/2018
|
|
—
|
|
(9)
|
703
|
|
|
1,206
|
|
|
—
|
|
|
—
|
|
|
1,909
|
|
|
87
|
|
Bob Evans II
|
|
Retail
|
|
Norwalk
|
|
OH
|
|
8/31/2018
|
|
—
|
|
(9)
|
123
|
|
|
2,559
|
|
|
—
|
|
|
—
|
|
|
2,682
|
|
|
179
|
|
Bob Evans II
|
|
Retail
|
|
South Point
|
|
OH
|
|
8/31/2018
|
|
—
|
|
(9)
|
420
|
|
|
1,436
|
|
|
—
|
|
|
—
|
|
|
1,856
|
|
|
108
|
|
Bob Evans II
|
|
Retail
|
|
White Hall
|
|
WV
|
|
8/31/2018
|
|
—
|
|
(9)
|
347
|
|
|
1,185
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
81
|
|
Taco John's
|
|
Retail
|
|
Chanute
|
|
KS
|
|
9/14/2018
|
|
—
|
|
(9)
|
81
|
|
|
642
|
|
|
—
|
|
|
—
|
|
|
723
|
|
|
45
|
|
Taco John's
|
|
Retail
|
|
Mountain Home
|
|
ID
|
|
9/14/2018
|
|
—
|
|
(9)
|
81
|
|
|
561
|
|
|
—
|
|
|
—
|
|
|
642
|
|
|
40
|
|
Mountain Express III
|
|
Retail
|
|
Canton
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
703
|
|
|
1,719
|
|
|
—
|
|
|
—
|
|
|
2,422
|
|
|
125
|
|
Mountain Express III
|
|
Retail
|
|
Clinton
|
|
SC
|
|
9/19/2018
|
|
—
|
|
(9)
|
581
|
|
|
1,113
|
|
|
—
|
|
|
—
|
|
|
1,694
|
|
|
72
|
|
Mountain Express III
|
|
Retail
|
|
Cornelia
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
363
|
|
|
778
|
|
|
—
|
|
|
—
|
|
|
1,141
|
|
|
60
|
|
Mountain Express III
|
|
Retail
|
|
Cumming
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
161
|
|
|
1,403
|
|
|
—
|
|
|
—
|
|
|
1,564
|
|
|
96
|
|
Mountain Express III
|
|
Retail
|
|
Ellijay
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
517
|
|
|
1,803
|
|
|
—
|
|
|
—
|
|
|
2,320
|
|
|
132
|
|
Mountain Express III
|
|
Retail
|
|
Hogansville
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
141
|
|
|
1,068
|
|
|
—
|
|
|
—
|
|
|
1,209
|
|
|
92
|
|
Mountain Express III
|
|
Retail
|
|
Homer
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
221
|
|
|
991
|
|
|
—
|
|
|
—
|
|
|
1,212
|
|
|
73
|
|
Mountain Express III
|
|
Retail
|
|
McCaysville
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
371
|
|
|
720
|
|
|
—
|
|
|
—
|
|
|
1,091
|
|
|
48
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Mountain Express III
|
|
Retail
|
|
Nettleton
|
|
MS
|
|
9/19/2018
|
|
—
|
|
(9)
|
212
|
|
|
660
|
|
|
—
|
|
|
—
|
|
|
872
|
|
|
46
|
|
Mountain Express III
|
|
Retail
|
|
Riverdale
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
1,001
|
|
|
1,920
|
|
|
—
|
|
|
—
|
|
|
2,921
|
|
|
137
|
|
Mountain Express III
|
|
Retail
|
|
Toccoa
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
315
|
|
|
708
|
|
|
—
|
|
|
—
|
|
|
1,023
|
|
|
52
|
|
Mountain Express III
|
|
Retail
|
|
Toccoa
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
262
|
|
|
908
|
|
|
—
|
|
|
—
|
|
|
1,170
|
|
|
66
|
|
Mountain Express III
|
|
Retail
|
|
Woodstock
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
913
|
|
|
1,628
|
|
|
—
|
|
|
—
|
|
|
2,541
|
|
|
125
|
|
Mountain Express III
|
|
Retail
|
|
Woodstock
|
|
GA
|
|
9/19/2018
|
|
—
|
|
(9)
|
2,202
|
|
|
1,234
|
|
|
—
|
|
|
—
|
|
|
3,436
|
|
|
93
|
|
Taco John's
|
|
Retail
|
|
Carroll
|
|
IA
|
|
9/21/2018
|
|
—
|
|
(9)
|
171
|
|
|
541
|
|
|
—
|
|
|
—
|
|
|
712
|
|
|
40
|
|
Taco John's
|
|
Retail
|
|
Cherokee
|
|
IA
|
|
9/21/2018
|
|
—
|
|
(9)
|
131
|
|
|
347
|
|
|
—
|
|
|
—
|
|
|
478
|
|
|
25
|
|
Taco John's
|
|
Retail
|
|
Independence
|
|
MO
|
|
9/28/2018
|
|
—
|
|
(9)
|
242
|
|
|
822
|
|
|
—
|
|
|
—
|
|
|
1,064
|
|
|
61
|
|
Taco John's
|
|
Retail
|
|
North Manakato
|
|
MN
|
|
9/28/2018
|
|
—
|
|
(9)
|
213
|
|
|
334
|
|
|
—
|
|
|
—
|
|
|
547
|
|
|
31
|
|
Taco John's
|
|
Retail
|
|
St. Peter
|
|
MN
|
|
9/28/2018
|
|
—
|
|
(9)
|
112
|
|
|
559
|
|
|
—
|
|
|
—
|
|
|
671
|
|
|
38
|
|
White Oak III
|
|
Retail
|
|
Bonham
|
|
TX
|
|
10/5/2018
|
|
—
|
|
—
|
734
|
|
|
1,952
|
|
|
—
|
|
|
—
|
|
|
2,686
|
|
|
146
|
|
DaVita II
|
|
Retail
|
|
Houston
|
|
TX
|
|
10/26/2018
|
|
—
|
|
(9)
|
246
|
|
|
1,982
|
|
|
—
|
|
|
—
|
|
|
2,228
|
|
|
130
|
|
Pizza Hut I
|
|
Retail
|
|
Charlotte
|
|
NC
|
|
10/29/2018
|
|
—
|
|
(9)
|
236
|
|
|
916
|
|
|
—
|
|
|
—
|
|
|
1,152
|
|
|
67
|
|
Pizza Hut I
|
|
Retail
|
|
Columbus
|
|
OH
|
|
10/29/2018
|
|
—
|
|
(9)
|
305
|
|
|
922
|
|
|
—
|
|
|
—
|
|
|
1,227
|
|
|
63
|
|
Pizza Hut I
|
|
Retail
|
|
Columbus
|
|
OH
|
|
10/29/2018
|
|
—
|
|
(9)
|
187
|
|
|
464
|
|
|
—
|
|
|
—
|
|
|
651
|
|
|
33
|
|
Pizza Hut I
|
|
Retail
|
|
Gastonia
|
|
NC
|
|
10/29/2018
|
|
—
|
|
(9)
|
208
|
|
|
1,128
|
|
|
—
|
|
|
—
|
|
|
1,336
|
|
|
76
|
|
Pizza Hut I
|
|
Retail
|
|
Midland
|
|
TX
|
|
10/29/2018
|
|
—
|
|
(9)
|
207
|
|
|
662
|
|
|
—
|
|
|
—
|
|
|
869
|
|
|
42
|
|
Pizza Hut I
|
|
Retail
|
|
New Lexington
|
|
OH
|
|
10/29/2018
|
|
—
|
|
(9)
|
69
|
|
|
658
|
|
|
—
|
|
|
—
|
|
|
727
|
|
|
46
|
|
Pizza Hut I
|
|
Retail
|
|
Newton
|
|
NC
|
|
10/29/2018
|
|
—
|
|
(9)
|
79
|
|
|
755
|
|
|
—
|
|
|
—
|
|
|
834
|
|
|
49
|
|
Pizza Hut I
|
|
Retail
|
|
Westerville
|
|
OH
|
|
10/29/2018
|
|
—
|
|
(9)
|
167
|
|
|
830
|
|
|
—
|
|
|
—
|
|
|
997
|
|
|
58
|
|
Pizza Hut I
|
|
Retail
|
|
Zaneville
|
|
OH
|
|
10/29/2018
|
|
—
|
|
(9)
|
99
|
|
|
745
|
|
|
—
|
|
|
—
|
|
|
844
|
|
|
48
|
|
Little Caesars I
|
|
Retail
|
|
Burton
|
|
MI
|
|
12/21/2018
|
|
—
|
|
(9)
|
236
|
|
|
1,022
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
|
68
|
|
Little Caesars I
|
|
Retail
|
|
Burton
|
|
MI
|
|
12/21/2018
|
|
—
|
|
(9)
|
88
|
|
|
684
|
|
|
—
|
|
|
—
|
|
|
772
|
|
|
51
|
|
Little Caesars I
|
|
Retail
|
|
Durand
|
|
MI
|
|
12/21/2018
|
|
—
|
|
(9)
|
39
|
|
|
401
|
|
|
—
|
|
|
—
|
|
|
440
|
|
|
27
|
|
Little Caesars I
|
|
Retail
|
|
Flint
|
|
MI
|
|
12/21/2018
|
|
—
|
|
(9)
|
30
|
|
|
553
|
|
|
—
|
|
|
—
|
|
|
583
|
|
|
36
|
|
Little Caesars I
|
|
Retail
|
|
Flint
|
|
MI
|
|
12/21/2018
|
|
—
|
|
(9)
|
39
|
|
|
632
|
|
|
—
|
|
|
—
|
|
|
671
|
|
|
38
|
|
Little Caesars I
|
|
Retail
|
|
Flint
|
|
MI
|
|
12/21/2018
|
|
—
|
|
(9)
|
10
|
|
|
543
|
|
|
—
|
|
|
—
|
|
|
553
|
|
|
30
|
|
Little Caesars I
|
|
Retail
|
|
Flint
|
|
MI
|
|
12/21/2018
|
|
—
|
|
(9)
|
49
|
|
|
577
|
|
|
—
|
|
|
—
|
|
|
626
|
|
|
40
|
|
Little Caesars I
|
|
Retail
|
|
Flint
|
|
MI
|
|
12/21/2018
|
|
—
|
|
(9)
|
108
|
|
|
569
|
|
|
—
|
|
|
—
|
|
|
677
|
|
|
37
|
|
Little Caesars I
|
|
Retail
|
|
Flint
|
|
MI
|
|
12/21/2018
|
|
—
|
|
(9)
|
16
|
|
|
653
|
|
|
—
|
|
|
—
|
|
|
669
|
|
|
37
|
|
Little Caesars I
|
|
Retail
|
|
Flint
|
|
MI
|
|
12/21/2018
|
|
—
|
|
(9)
|
30
|
|
|
781
|
|
|
—
|
|
|
—
|
|
|
811
|
|
|
45
|
|
Little Caesars I
|
|
Retail
|
|
Swartz Creek
|
|
MI
|
|
12/21/2018
|
|
—
|
|
(9)
|
79
|
|
|
492
|
|
|
—
|
|
|
—
|
|
|
571
|
|
|
35
|
|
Tractor Supply V
|
|
Retail
|
|
Americus
|
|
GA
|
|
12/27/2018
|
|
—
|
|
(9)
|
329
|
|
|
2,522
|
|
|
—
|
|
|
—
|
|
|
2,851
|
|
|
160
|
|
Tractor Supply V
|
|
Retail
|
|
Cadiz
|
|
OH
|
|
12/27/2018
|
|
—
|
|
(9)
|
179
|
|
|
2,546
|
|
|
—
|
|
|
—
|
|
|
2,725
|
|
|
168
|
|
Tractor Supply V
|
|
Retail
|
|
Catalina
|
|
AZ
|
|
12/27/2018
|
|
—
|
|
(9)
|
953
|
|
|
3,061
|
|
|
—
|
|
|
—
|
|
|
4,014
|
|
|
197
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Tractor Supply V
|
|
Retail
|
|
Sorocco
|
|
NM
|
|
12/27/2018
|
|
—
|
|
(9)
|
413
|
|
|
2,602
|
|
|
—
|
|
|
—
|
|
|
3,015
|
|
|
166
|
|
Caliber Collision I
|
|
Retail
|
|
Fayetteville
|
|
NC
|
|
12/28/2018
|
|
—
|
|
(1)
|
372
|
|
|
1,269
|
|
|
—
|
|
|
—
|
|
|
1,641
|
|
|
71
|
|
Caliber Collision I
|
|
Retail
|
|
Lutz
|
|
FL
|
|
12/28/2018
|
|
—
|
|
(1)
|
1,745
|
|
|
2,696
|
|
|
—
|
|
|
—
|
|
|
4,441
|
|
|
174
|
|
Caliber Collision I
|
|
Retail
|
|
Nolansville
|
|
TX
|
|
12/28/2018
|
|
—
|
|
(1)
|
360
|
|
|
973
|
|
|
—
|
|
|
—
|
|
|
1,333
|
|
|
61
|
|
Fresenius III
|
|
Retail
|
|
Cumming
|
|
GA
|
|
1/2/2019
|
|
—
|
|
(9)
|
141
|
|
|
1,206
|
|
|
—
|
|
|
—
|
|
|
1,347
|
|
|
71
|
|
Fresenius III
|
|
Retail
|
|
Enterprise
|
|
AL
|
|
1/2/2019
|
|
—
|
|
(9)
|
523
|
|
|
2,854
|
|
|
—
|
|
|
—
|
|
|
3,377
|
|
|
179
|
|
Fresenius III
|
|
Retail
|
|
Gulf Breeze
|
|
FL
|
|
1/2/2019
|
|
—
|
|
(9)
|
306
|
|
|
2,399
|
|
|
—
|
|
|
—
|
|
|
2,705
|
|
|
140
|
|
Fresenius III
|
|
Retail
|
|
Monrowville
|
|
AL
|
|
1/2/2019
|
|
—
|
|
(9)
|
219
|
|
|
1,330
|
|
|
—
|
|
|
12
|
|
|
1,561
|
|
|
88
|
|
Fresenius III
|
|
Retail
|
|
Pendleton
|
|
SC
|
|
1/2/2019
|
|
—
|
|
(9)
|
151
|
|
|
1,248
|
|
|
—
|
|
|
—
|
|
|
1,399
|
|
|
74
|
|
Fresenius III
|
|
Retail
|
|
Thomasville
|
|
AL
|
|
1/2/2019
|
|
—
|
|
(9)
|
482
|
|
|
1,045
|
|
|
—
|
|
|
—
|
|
|
1,527
|
|
|
70
|
|
Pizza Hut II
|
|
Retail
|
|
Afton
|
|
WY
|
|
1/28/2019
|
|
—
|
|
(9)
|
50
|
|
|
870
|
|
|
—
|
|
|
—
|
|
|
920
|
|
|
49
|
|
Pizza Hut II
|
|
Retail
|
|
Alva
|
|
OK
|
|
1/28/2019
|
|
—
|
|
(9)
|
191
|
|
|
1,129
|
|
|
—
|
|
|
—
|
|
|
1,320
|
|
|
67
|
|
Pizza Hut II
|
|
Retail
|
|
Buffalo
|
|
WY
|
|
1/28/2019
|
|
—
|
|
(9)
|
162
|
|
|
588
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
40
|
|
Pizza Hut II
|
|
Retail
|
|
Canadian
|
|
TX
|
|
1/28/2019
|
|
—
|
|
(9)
|
139
|
|
|
729
|
|
|
—
|
|
|
—
|
|
|
868
|
|
|
43
|
|
Pizza Hut II
|
|
Retail
|
|
Cherokee
|
|
OK
|
|
1/28/2019
|
|
—
|
|
(9)
|
101
|
|
|
474
|
|
|
—
|
|
|
—
|
|
|
575
|
|
|
31
|
|
Pizza Hut II
|
|
Retail
|
|
Cut Bank
|
|
MT
|
|
1/28/2019
|
|
—
|
|
(9)
|
131
|
|
|
808
|
|
|
—
|
|
|
—
|
|
|
939
|
|
|
48
|
|
Pizza Hut II
|
|
Retail
|
|
Deer Lodge
|
|
MT
|
|
1/28/2019
|
|
—
|
|
(9)
|
181
|
|
|
449
|
|
|
—
|
|
|
—
|
|
|
630
|
|
|
31
|
|
Pizza Hut II
|
|
Retail
|
|
Dillion
|
|
MT
|
|
1/28/2019
|
|
—
|
|
(9)
|
71
|
|
|
760
|
|
|
—
|
|
|
—
|
|
|
831
|
|
|
43
|
|
Pizza Hut II
|
|
Retail
|
|
Douglas
|
|
WY
|
|
1/28/2019
|
|
—
|
|
(9)
|
322
|
|
|
1,085
|
|
|
—
|
|
|
—
|
|
|
1,407
|
|
|
65
|
|
Pizza Hut II
|
|
Retail
|
|
Elkhart
|
|
KS
|
|
1/28/2019
|
|
—
|
|
(9)
|
179
|
|
|
611
|
|
|
—
|
|
|
—
|
|
|
790
|
|
|
38
|
|
Pizza Hut II
|
|
Retail
|
|
Fairview
|
|
OK
|
|
1/28/2019
|
|
—
|
|
(9)
|
120
|
|
|
789
|
|
|
—
|
|
|
—
|
|
|
909
|
|
|
48
|
|
Pizza Hut II
|
|
Retail
|
|
Havre
|
|
MT
|
|
1/28/2019
|
|
—
|
|
(9)
|
175
|
|
|
2,061
|
|
|
—
|
|
|
—
|
|
|
2,236
|
|
|
113
|
|
Pizza Hut II
|
|
Retail
|
|
Helena
|
|
MT
|
|
1/28/2019
|
|
—
|
|
(9)
|
132
|
|
|
887
|
|
|
—
|
|
|
—
|
|
|
1,019
|
|
|
51
|
|
Pizza Hut II
|
|
Retail
|
|
Hennessey
|
|
OK
|
|
1/28/2019
|
|
—
|
|
(9)
|
81
|
|
|
743
|
|
|
—
|
|
|
—
|
|
|
824
|
|
|
40
|
|
Pizza Hut II
|
|
Retail
|
|
Hugoton
|
|
KS
|
|
1/28/2019
|
|
—
|
|
(9)
|
112
|
|
|
948
|
|
|
—
|
|
|
—
|
|
|
1,060
|
|
|
51
|
|
Pizza Hut II
|
|
Retail
|
|
Larned
|
|
KS
|
|
1/28/2019
|
|
—
|
|
(9)
|
159
|
|
|
633
|
|
|
—
|
|
|
—
|
|
|
792
|
|
|
44
|
|
Pizza Hut II
|
|
Retail
|
|
Lewistown
|
|
MT
|
|
1/28/2019
|
|
—
|
|
(9)
|
131
|
|
|
793
|
|
|
—
|
|
|
—
|
|
|
924
|
|
|
45
|
|
Pizza Hut II
|
|
Retail
|
|
Libby
|
|
MT
|
|
1/28/2019
|
|
—
|
|
(9)
|
50
|
|
|
1,011
|
|
|
—
|
|
|
—
|
|
|
1,061
|
|
|
57
|
|
Pizza Hut II
|
|
Retail
|
|
Liberal
|
|
KS
|
|
1/28/2019
|
|
—
|
|
(9)
|
20
|
|
|
956
|
|
|
—
|
|
|
—
|
|
|
976
|
|
|
47
|
|
Pizza Hut II
|
|
Retail
|
|
Meade
|
|
KS
|
|
1/28/2019
|
|
—
|
|
(9)
|
121
|
|
|
637
|
|
|
—
|
|
|
—
|
|
|
758
|
|
|
37
|
|
Pizza Hut II
|
|
Retail
|
|
Newcastle
|
|
WY
|
|
1/28/2019
|
|
—
|
|
(9)
|
71
|
|
|
735
|
|
|
—
|
|
|
—
|
|
|
806
|
|
|
40
|
|
Pizza Hut II
|
|
Retail
|
|
Polson
|
|
MT
|
|
1/28/2019
|
|
—
|
|
(9)
|
151
|
|
|
1,090
|
|
|
—
|
|
|
—
|
|
|
1,241
|
|
|
62
|
|
Pizza Hut II
|
|
Retail
|
|
Roosevelt
|
|
UT
|
|
1/28/2019
|
|
—
|
|
(9)
|
220
|
|
|
960
|
|
|
—
|
|
|
—
|
|
|
1,180
|
|
|
56
|
|
Pizza Hut II
|
|
Retail
|
|
Shattuck
|
|
OK
|
|
1/28/2019
|
|
—
|
|
(9)
|
100
|
|
|
531
|
|
|
—
|
|
|
—
|
|
|
631
|
|
|
33
|
|
Pizza Hut II
|
|
Retail
|
|
Shelby
|
|
MT
|
|
1/28/2019
|
|
—
|
|
(9)
|
150
|
|
|
502
|
|
|
—
|
|
|
—
|
|
|
652
|
|
|
34
|
|
Pizza Hut II
|
|
Retail
|
|
Spearman
|
|
TX
|
|
1/28/2019
|
|
—
|
|
(9)
|
230
|
|
|
869
|
|
|
—
|
|
|
—
|
|
|
1,099
|
|
|
55
|
|
Pizza Hut II
|
|
Retail
|
|
Thermpolis
|
|
WY
|
|
1/28/2019
|
|
—
|
|
(9)
|
70
|
|
|
863
|
|
|
—
|
|
|
—
|
|
|
933
|
|
|
50
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Pizza Hut II
|
|
Retail
|
|
Ulyses
|
|
KS
|
|
1/28/2019
|
|
—
|
|
(9)
|
121
|
|
|
1,108
|
|
|
—
|
|
|
—
|
|
|
1,229
|
|
|
64
|
|
Pizza Hut II
|
|
Retail
|
|
Vernal
|
|
UT
|
|
1/28/2019
|
|
—
|
|
(9)
|
211
|
|
|
733
|
|
|
—
|
|
|
—
|
|
|
944
|
|
|
44
|
|
Pizza Hut II
|
|
Retail
|
|
Watonga
|
|
OK
|
|
1/28/2019
|
|
—
|
|
(9)
|
70
|
|
|
939
|
|
|
—
|
|
|
—
|
|
|
1,009
|
|
|
53
|
|
Pizza Hut II
|
|
Retail
|
|
Wheatland
|
|
WY
|
|
1/28/2019
|
|
—
|
|
(9)
|
153
|
|
|
825
|
|
|
—
|
|
|
—
|
|
|
978
|
|
|
49
|
|
Mountain Express IV
|
|
Retail
|
|
Cabot
|
|
AR
|
|
2/25/2019
|
|
—
|
|
(9)
|
206
|
|
|
816
|
|
|
—
|
|
|
—
|
|
|
1,022
|
|
|
61
|
|
Mountain Express IV
|
|
Retail
|
|
Corning
|
|
AR
|
|
2/25/2019
|
|
—
|
|
(9)
|
283
|
|
|
865
|
|
|
—
|
|
|
—
|
|
|
1,148
|
|
|
41
|
|
Mountain Express IV
|
|
Retail
|
|
El Dorado
|
|
AR
|
|
2/25/2019
|
|
—
|
|
(9)
|
371
|
|
|
1,180
|
|
|
—
|
|
|
—
|
|
|
1,551
|
|
|
75
|
|
Mountain Express IV
|
|
Retail
|
|
El Dorado
|
|
AR
|
|
2/25/2019
|
|
—
|
|
(9)
|
217
|
|
|
668
|
|
|
—
|
|
|
—
|
|
|
885
|
|
|
39
|
|
Mountain Express IV
|
|
Retail
|
|
El Dorado
|
|
AR
|
|
2/25/2019
|
|
—
|
|
(9)
|
1,258
|
|
|
1,475
|
|
|
—
|
|
|
—
|
|
|
2,733
|
|
|
101
|
|
Mountain Express IV
|
|
Retail
|
|
Fordyce
|
|
AR
|
|
2/25/2019
|
|
—
|
|
(9)
|
548
|
|
|
1,530
|
|
|
—
|
|
|
—
|
|
|
2,078
|
|
|
75
|
|
Mountain Express IV
|
|
Retail
|
|
Hope
|
|
AR
|
|
2/25/2019
|
|
—
|
|
(9)
|
705
|
|
|
783
|
|
|
—
|
|
|
—
|
|
|
1,488
|
|
|
38
|
|
Mountain Express IV
|
|
Retail
|
|
Searcy
|
|
AR
|
|
2/25/2019
|
|
—
|
|
(9)
|
1,007
|
|
|
787
|
|
|
—
|
|
|
—
|
|
|
1,794
|
|
|
39
|
|
Mountain Express V
|
|
Retail
|
|
Buford
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
436
|
|
|
1,695
|
|
|
—
|
|
|
—
|
|
|
2,131
|
|
|
91
|
|
Mountain Express V
|
|
Retail
|
|
Buford
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
337
|
|
|
1,715
|
|
|
—
|
|
|
—
|
|
|
2,052
|
|
|
101
|
|
Mountain Express V
|
|
Retail
|
|
Canton
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
198
|
|
|
1,821
|
|
|
—
|
|
|
—
|
|
|
2,019
|
|
|
93
|
|
Mountain Express V
|
|
Retail
|
|
Conyers
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
199
|
|
|
2,220
|
|
|
—
|
|
|
—
|
|
|
2,419
|
|
|
126
|
|
Mountain Express V
|
|
Retail
|
|
Dahlonega
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
687
|
|
|
942
|
|
|
—
|
|
|
—
|
|
|
1,629
|
|
|
52
|
|
Mountain Express V
|
|
Retail
|
|
Elberton
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
268
|
|
|
1,760
|
|
|
—
|
|
|
—
|
|
|
2,028
|
|
|
110
|
|
Mountain Express V
|
|
Retail
|
|
Forest Park
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
983
|
|
|
1,118
|
|
|
—
|
|
|
—
|
|
|
2,101
|
|
|
59
|
|
Mountain Express V
|
|
Retail
|
|
Jonesboro
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
456
|
|
|
1,960
|
|
|
—
|
|
|
—
|
|
|
2,416
|
|
|
106
|
|
Mountain Express V
|
|
Retail
|
|
Lithia Springs
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
776
|
|
|
1,282
|
|
|
—
|
|
|
—
|
|
|
2,058
|
|
|
72
|
|
Mountain Express V
|
|
Retail
|
|
Lithia Springs
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
905
|
|
|
1,267
|
|
|
—
|
|
|
—
|
|
|
2,172
|
|
|
71
|
|
Mountain Express V
|
|
Retail
|
|
Loganville
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
258
|
|
|
2,102
|
|
|
—
|
|
|
—
|
|
|
2,360
|
|
|
115
|
|
Mountain Express V
|
|
Retail
|
|
Macon
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
543
|
|
|
908
|
|
|
—
|
|
|
—
|
|
|
1,451
|
|
|
52
|
|
Mountain Express V
|
|
Retail
|
|
Stockbridge
|
|
GA
|
|
2/28/2019
|
|
—
|
|
(1)
|
129
|
|
|
1,938
|
|
|
—
|
|
|
—
|
|
|
2,067
|
|
|
100
|
|
Fresenius IV
|
|
Retail
|
|
Alexandria
|
|
LA
|
|
3/21/2019
|
|
—
|
|
(9)
|
342
|
|
|
2,505
|
|
|
—
|
|
|
—
|
|
|
2,847
|
|
|
121
|
|
Mountain Express V
|
|
Retail
|
|
Forest Park
|
|
GA
|
|
3/22/2019
|
|
—
|
|
(1)
|
1,473
|
|
|
720
|
|
|
—
|
|
|
—
|
|
|
2,193
|
|
|
44
|
|
Tractor Supply V
|
|
Retail
|
|
New Cordell
|
|
OK
|
|
3/27/2019
|
|
—
|
|
(9)
|
332
|
|
|
2,246
|
|
|
—
|
|
|
—
|
|
|
2,578
|
|
|
135
|
|
Mountain Express V
|
|
Retail
|
|
Macon
|
|
GA
|
|
3/29/2019
|
|
—
|
|
(1)
|
1,085
|
|
|
872
|
|
|
—
|
|
|
—
|
|
|
1,957
|
|
|
50
|
|
Mountain Express V
|
|
Retail
|
|
Norcross
|
|
GA
|
|
3/29/2019
|
|
—
|
|
(1)
|
710
|
|
|
2,722
|
|
|
—
|
|
|
—
|
|
|
3,432
|
|
|
143
|
|
Mountain Express V
|
|
Retail
|
|
Snellville
|
|
GA
|
|
3/29/2019
|
|
—
|
|
(1)
|
548
|
|
|
688
|
|
|
—
|
|
|
—
|
|
|
1,236
|
|
|
38
|
|
Mountain Express V
|
|
Retail
|
|
Covington
|
|
GA
|
|
4/4/2019
|
|
—
|
|
(1)
|
119
|
|
|
2,325
|
|
|
—
|
|
|
—
|
|
|
2,444
|
|
|
113
|
|
IMTAA
|
|
Retail
|
|
Baton Rouge
|
|
LA
|
|
5/16/2019
|
|
—
|
|
(1)
|
255
|
|
|
1,772
|
|
|
—
|
|
|
—
|
|
|
2,027
|
|
|
89
|
|
IMTAA
|
|
Retail
|
|
Bridge City
|
|
TX
|
|
5/16/2019
|
|
—
|
|
(1)
|
196
|
|
|
1,975
|
|
|
—
|
|
|
—
|
|
|
2,171
|
|
|
103
|
|
IMTAA
|
|
Retail
|
|
Gonzales
|
|
LA
|
|
5/16/2019
|
|
—
|
|
(1)
|
367
|
|
|
1,622
|
|
|
—
|
|
|
—
|
|
|
1,989
|
|
|
87
|
|
IMTAA
|
|
Retail
|
|
Gonzales
|
|
LA
|
|
5/16/2019
|
|
—
|
|
(1)
|
246
|
|
|
1,622
|
|
|
—
|
|
|
—
|
|
|
1,868
|
|
|
82
|
|
IMTAA
|
|
Retail
|
|
Kenner
|
|
LA
|
|
5/16/2019
|
|
—
|
|
(1)
|
469
|
|
|
1,409
|
|
|
—
|
|
|
—
|
|
|
1,878
|
|
|
70
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
IMTAA
|
|
Retail
|
|
Lake Charles
|
|
LA
|
|
5/16/2019
|
|
—
|
|
(1)
|
534
|
|
|
1,411
|
|
|
—
|
|
|
—
|
|
|
1,945
|
|
|
75
|
|
IMTAA
|
|
Retail
|
|
Lake Charles
|
|
LA
|
|
5/16/2019
|
|
—
|
|
(1)
|
349
|
|
|
1,525
|
|
|
—
|
|
|
—
|
|
|
1,874
|
|
|
87
|
|
IMTAA
|
|
Retail
|
|
Lake Charles
|
|
LA
|
|
5/16/2019
|
|
—
|
|
(1)
|
508
|
|
|
1,246
|
|
|
—
|
|
|
—
|
|
|
1,754
|
|
|
65
|
|
IMTAA
|
|
Retail
|
|
Lake Charles
|
|
LA
|
|
5/16/2019
|
|
—
|
|
(1)
|
472
|
|
|
1,523
|
|
|
—
|
|
|
—
|
|
|
1,995
|
|
|
73
|
|
IMTAA
|
|
Retail
|
|
Orange
|
|
TX
|
|
5/16/2019
|
|
—
|
|
(1)
|
214
|
|
|
1,867
|
|
|
—
|
|
|
—
|
|
|
2,081
|
|
|
101
|
|
IMTAA
|
|
Retail
|
|
St. Rose
|
|
LA
|
|
5/16/2019
|
|
—
|
|
(1)
|
287
|
|
|
1,214
|
|
|
—
|
|
|
—
|
|
|
1,501
|
|
|
63
|
|
Pizza Hut III
|
|
Retail
|
|
Casper
|
|
WY
|
|
5/31/2019
|
|
—
|
|
(1)
|
382
|
|
|
1,044
|
|
|
—
|
|
|
—
|
|
|
1,426
|
|
|
54
|
|
Pizza Hut III
|
|
Retail
|
|
Casper
|
|
WY
|
|
5/31/2019
|
|
—
|
|
(1)
|
255
|
|
|
1,040
|
|
|
—
|
|
|
—
|
|
|
1,295
|
|
|
47
|
|
Pizza Hut III
|
|
Retail
|
|
Colorado Springs
|
|
CO
|
|
5/31/2019
|
|
—
|
|
(1)
|
252
|
|
|
961
|
|
|
—
|
|
|
—
|
|
|
1,213
|
|
|
44
|
|
Pizza Hut III
|
|
Retail
|
|
Dodge City
|
|
KS
|
|
5/31/2019
|
|
—
|
|
(1)
|
166
|
|
|
1,163
|
|
|
—
|
|
|
—
|
|
|
1,329
|
|
|
57
|
|
Pizza Hut III
|
|
Retail
|
|
Garden City
|
|
KS
|
|
5/31/2019
|
|
—
|
|
(1)
|
197
|
|
|
680
|
|
|
—
|
|
|
—
|
|
|
877
|
|
|
33
|
|
Pizza Hut III
|
|
Retail
|
|
Great Falls
|
|
MT
|
|
5/31/2019
|
|
—
|
|
(1)
|
262
|
|
|
633
|
|
|
—
|
|
|
—
|
|
|
895
|
|
|
30
|
|
Pizza Hut III
|
|
Retail
|
|
Great Falls
|
|
MT
|
|
5/31/2019
|
|
—
|
|
(1)
|
265
|
|
|
598
|
|
|
—
|
|
|
—
|
|
|
863
|
|
|
32
|
|
Pizza Hut III
|
|
Retail
|
|
Guymon
|
|
OK
|
|
5/31/2019
|
|
—
|
|
(1)
|
155
|
|
|
1,208
|
|
|
—
|
|
|
—
|
|
|
1,363
|
|
|
54
|
|
Pizza Hut III
|
|
Retail
|
|
Kalispell
|
|
MT
|
|
5/31/2019
|
|
—
|
|
(1)
|
735
|
|
|
1,139
|
|
|
—
|
|
|
—
|
|
|
1,874
|
|
|
62
|
|
Pizza Hut III
|
|
Retail
|
|
Missoula
|
|
MT
|
|
5/31/2019
|
|
—
|
|
(1)
|
653
|
|
|
595
|
|
|
—
|
|
|
—
|
|
|
1,248
|
|
|
31
|
|
Pizza Hut III
|
|
Retail
|
|
Perryton
|
|
TX
|
|
5/31/2019
|
|
—
|
|
(1)
|
309
|
|
|
1,429
|
|
|
—
|
|
|
—
|
|
|
1,738
|
|
|
66
|
|
Pizza Hut III
|
|
Retail
|
|
Sterling
|
|
CO
|
|
5/31/2019
|
|
—
|
|
(1)
|
150
|
|
|
968
|
|
|
—
|
|
|
—
|
|
|
1,118
|
|
|
45
|
|
Fresenius V
|
|
Retail
|
|
Brookhaven
|
|
MS
|
|
6/4/2019
|
|
—
|
|
(1)
|
581
|
|
|
1,548
|
|
|
—
|
|
|
16
|
|
|
2,145
|
|
|
78
|
|
Fresenius V
|
|
Retail
|
|
Centreville
|
|
MS
|
|
6/4/2019
|
|
—
|
|
(1)
|
236
|
|
|
732
|
|
|
—
|
|
|
—
|
|
|
968
|
|
|
37
|
|
Fresenius VI
|
|
Retail
|
|
Chicago
|
|
IL
|
|
6/17/2019
|
|
—
|
|
(1)
|
313
|
|
|
1,110
|
|
|
—
|
|
|
—
|
|
|
1,423
|
|
|
48
|
|
Mountain Express VI
|
|
Retail
|
|
Smackover
|
|
AR
|
|
6/26/2019
|
|
—
|
|
(1)
|
1,519
|
|
|
841
|
|
|
—
|
|
|
—
|
|
|
2,360
|
|
|
45
|
|
Pizza Hut III
|
|
Retail
|
|
Woodward
|
|
OK
|
|
6/27/2019
|
|
—
|
|
(1)
|
525
|
|
|
1,644
|
|
|
—
|
|
|
—
|
|
|
2,169
|
|
|
73
|
|
Fresenius VII
|
|
Retail
|
|
Athens
|
|
TX
|
|
6/28/2019
|
|
—
|
|
(1)
|
907
|
|
|
4,515
|
|
|
—
|
|
|
—
|
|
|
5,422
|
|
|
198
|
|
Fresenius VII
|
|
Retail
|
|
Idabel
|
|
OK
|
|
6/28/2019
|
|
—
|
|
(1)
|
298
|
|
|
2,319
|
|
|
—
|
|
|
—
|
|
|
2,617
|
|
|
104
|
|
Fresenius VII
|
|
Retail
|
|
Tyler
|
|
TX
|
|
6/28/2019
|
|
—
|
|
(1)
|
314
|
|
|
1,677
|
|
|
—
|
|
|
—
|
|
|
1,991
|
|
|
78
|
|
Caliber Collision II
|
|
Retail
|
|
Pueblo
|
|
CO
|
|
8/5/2019
|
|
—
|
|
(1)
|
866
|
|
|
1,807
|
|
|
—
|
|
|
—
|
|
|
2,673
|
|
|
79
|
|
Dollar General XXV
|
|
Retail
|
|
Brownsville
|
|
KY
|
|
9/5/2019
|
|
—
|
|
(1)
|
170
|
|
|
915
|
|
|
—
|
|
|
—
|
|
|
1,085
|
|
|
42
|
|
Dollar General XXV
|
|
Retail
|
|
Custer
|
|
KY
|
|
9/5/2019
|
|
—
|
|
(1)
|
138
|
|
|
675
|
|
|
—
|
|
|
—
|
|
|
813
|
|
|
31
|
|
Dollar General XXV
|
|
Retail
|
|
Elkton
|
|
KY
|
|
9/5/2019
|
|
—
|
|
(1)
|
89
|
|
|
731
|
|
|
—
|
|
|
—
|
|
|
820
|
|
|
33
|
|
Dollar General XXV
|
|
Retail
|
|
Falls of Rough
|
|
KY
|
|
9/5/2019
|
|
—
|
|
(1)
|
141
|
|
|
692
|
|
|
—
|
|
|
—
|
|
|
833
|
|
|
29
|
|
Dollar General XXV
|
|
Retail
|
|
Sedalia
|
|
KY
|
|
9/5/2019
|
|
—
|
|
(1)
|
177
|
|
|
678
|
|
|
—
|
|
|
—
|
|
|
855
|
|
|
32
|
|
Dollar General XXIV
|
|
Retail
|
|
Clarksville
|
|
IA
|
|
9/6/2019
|
|
—
|
|
(1)
|
80
|
|
|
1,023
|
|
|
—
|
|
|
—
|
|
|
1,103
|
|
|
39
|
|
Dollar General XXIV
|
|
Retail
|
|
Lincoln
|
|
MI
|
|
9/6/2019
|
|
—
|
|
(1)
|
90
|
|
|
1,006
|
|
|
—
|
|
|
—
|
|
|
1,096
|
|
|
52
|
|
Dollar General XXIV
|
|
Retail
|
|
Tabor
|
|
IA
|
|
9/6/2019
|
|
—
|
|
(9)
|
101
|
|
|
907
|
|
|
—
|
|
|
—
|
|
|
1,008
|
|
|
51
|
|
Mister Carwash I
|
|
Retail
|
|
Athens
|
|
GA
|
|
9/12/2019
|
|
—
|
|
(10)
|
1,892
|
|
|
2,350
|
|
|
—
|
|
|
—
|
|
|
4,242
|
|
|
131
|
|
Mister Carwash I
|
|
Retail
|
|
Cumming
|
|
GA
|
|
9/12/2019
|
|
—
|
|
(10)
|
1,363
|
|
|
2,730
|
|
|
—
|
|
|
—
|
|
|
4,093
|
|
|
142
|
|
Mister Carwash I
|
|
Retail
|
|
Monroe
|
|
GA
|
|
9/12/2019
|
|
—
|
|
(10)
|
1,376
|
|
|
2,120
|
|
|
—
|
|
|
—
|
|
|
3,496
|
|
|
120
|
|
Dollar General XXIV
|
|
Retail
|
|
Assumption
|
|
IL
|
|
9/20/2019
|
|
—
|
|
(9)
|
111
|
|
|
885
|
|
|
—
|
|
|
—
|
|
|
996
|
|
|
42
|
|
Dollar General XXIV
|
|
Retail
|
|
Curtis
|
|
MI
|
|
9/20/2019
|
|
—
|
|
(1)
|
100
|
|
|
986
|
|
|
—
|
|
|
—
|
|
|
1,086
|
|
|
47
|
|
Dollar General XXIV
|
|
Retail
|
|
Harrisville
|
|
MI
|
|
9/20/2019
|
|
—
|
|
(9)
|
209
|
|
|
964
|
|
|
—
|
|
|
—
|
|
|
1,173
|
|
|
50
|
|
Dollar General XXIV
|
|
Retail
|
|
Mora
|
|
MN
|
|
9/20/2019
|
|
—
|
|
(9)
|
192
|
|
|
976
|
|
|
—
|
|
|
—
|
|
|
1,168
|
|
|
43
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Dollar General XXIV
|
|
Retail
|
|
Washburn
|
|
IL
|
|
9/20/2019
|
|
—
|
|
(9)
|
140
|
|
|
868
|
|
|
—
|
|
|
—
|
|
|
1,008
|
|
|
38
|
|
Checkers I
|
|
Retail
|
|
Dublin
|
|
GA
|
|
9/25/2019
|
|
—
|
|
(1)
|
161
|
|
|
746
|
|
|
—
|
|
|
—
|
|
|
907
|
|
|
36
|
|
DaVita III
|
|
Retail
|
|
El Paso
|
|
TX
|
|
9/27/2019
|
|
—
|
|
(1)
|
331
|
|
|
2,954
|
|
|
—
|
|
|
—
|
|
|
3,285
|
|
|
108
|
|
Dialysis II
|
|
Retail
|
|
Baltimore
|
|
MD
|
|
9/30/2019
|
|
—
|
|
(1)
|
860
|
|
|
614
|
|
|
—
|
|
|
—
|
|
|
1,474
|
|
|
27
|
|
Dialysis II
|
|
Retail
|
|
Brunswick
|
|
OH
|
|
9/30/2019
|
|
—
|
|
(1)
|
429
|
|
|
2,327
|
|
|
—
|
|
|
—
|
|
|
2,756
|
|
|
92
|
|
Dialysis II
|
|
Retail
|
|
Burgaw
|
|
NC
|
|
9/30/2019
|
|
—
|
|
(1)
|
60
|
|
|
1,410
|
|
|
—
|
|
|
—
|
|
|
1,470
|
|
|
54
|
|
Dialysis II
|
|
Retail
|
|
Detroit
|
|
MI
|
|
9/30/2019
|
|
—
|
|
(1)
|
283
|
|
|
1,964
|
|
|
—
|
|
|
—
|
|
|
2,247
|
|
|
78
|
|
Dialysis II
|
|
Retail
|
|
Elizabethtown
|
|
NC
|
|
9/30/2019
|
|
—
|
|
(1)
|
40
|
|
|
2,327
|
|
|
—
|
|
|
—
|
|
|
2,367
|
|
|
81
|
|
Dialysis II
|
|
Retail
|
|
Goose Creek
|
|
SC
|
|
9/30/2019
|
|
—
|
|
(1)
|
328
|
|
|
1,651
|
|
|
—
|
|
|
—
|
|
|
1,979
|
|
|
59
|
|
Dialysis II
|
|
Retail
|
|
Greenville
|
|
SC
|
|
9/30/2019
|
|
—
|
|
(1)
|
1,132
|
|
|
1,083
|
|
|
—
|
|
|
—
|
|
|
2,215
|
|
|
50
|
|
Dialysis II
|
|
Retail
|
|
Jackson
|
|
TN
|
|
9/30/2019
|
|
—
|
|
(1)
|
256
|
|
|
1,329
|
|
|
—
|
|
|
—
|
|
|
1,585
|
|
|
61
|
|
Dialysis II
|
|
Retail
|
|
Kyle
|
|
TX
|
|
9/30/2019
|
|
—
|
|
(1)
|
416
|
|
|
2,228
|
|
|
—
|
|
|
—
|
|
|
2,644
|
|
|
88
|
|
Dialysis II
|
|
Retail
|
|
Las Vegas
|
|
NV
|
|
9/30/2019
|
|
—
|
|
(1)
|
883
|
|
|
3,869
|
|
|
—
|
|
|
—
|
|
|
4,752
|
|
|
142
|
|
Dialysis II
|
|
Retail
|
|
Lexington
|
|
TN
|
|
9/30/2019
|
|
—
|
|
(1)
|
111
|
|
|
1,128
|
|
|
—
|
|
|
—
|
|
|
1,239
|
|
|
49
|
|
Dialysis II
|
|
Retail
|
|
Merrillville
|
|
IN
|
|
9/30/2019
|
|
—
|
|
(1)
|
639
|
|
|
1,128
|
|
|
—
|
|
|
—
|
|
|
1,767
|
|
|
45
|
|
Dialysis II
|
|
Retail
|
|
New Orleans
|
|
LA
|
|
9/30/2019
|
|
—
|
|
(1)
|
559
|
|
|
1,305
|
|
|
—
|
|
|
80
|
|
|
1,944
|
|
|
52
|
|
Dialysis II
|
|
Retail
|
|
North Charleston
|
|
SC
|
|
9/30/2019
|
|
—
|
|
(1)
|
424
|
|
|
1,564
|
|
|
—
|
|
|
—
|
|
|
1,988
|
|
|
58
|
|
Dialysis II
|
|
Retail
|
|
Parma
|
|
OH
|
|
9/30/2019
|
|
—
|
|
(1)
|
208
|
|
|
1,271
|
|
|
—
|
|
|
7
|
|
|
1,486
|
|
|
45
|
|
Dialysis II
|
|
Retail
|
|
Rocky River
|
|
OH
|
|
9/30/2019
|
|
—
|
|
(1)
|
327
|
|
|
1,782
|
|
|
—
|
|
|
—
|
|
|
2,109
|
|
|
62
|
|
Dialysis II
|
|
Retail
|
|
Seguin
|
|
TX
|
|
9/30/2019
|
|
—
|
|
(1)
|
91
|
|
|
1,889
|
|
|
—
|
|
|
—
|
|
|
1,980
|
|
|
71
|
|
Dialysis II
|
|
Retail
|
|
Shallotte
|
|
NC
|
|
9/30/2019
|
|
—
|
|
(1)
|
174
|
|
|
1,308
|
|
|
—
|
|
|
—
|
|
|
1,482
|
|
|
48
|
|
Dialysis II
|
|
Retail
|
|
Spartanburg
|
|
SC
|
|
9/30/2019
|
|
—
|
|
(1)
|
188
|
|
|
1,133
|
|
|
—
|
|
|
—
|
|
|
1,321
|
|
|
47
|
|
Dialysis II
|
|
Retail
|
|
Albuquerque
|
|
NM
|
|
9/30/2019
|
|
—
|
|
(1)
|
214
|
|
|
3,136
|
|
|
—
|
|
|
1,676
|
|
|
5,026
|
|
|
160
|
|
Dialysis II
|
|
Retail
|
|
Anchorage
|
|
AK
|
|
9/30/2019
|
|
—
|
|
(1)
|
1,315
|
|
|
4,108
|
|
|
—
|
|
|
—
|
|
|
5,423
|
|
|
157
|
|
Dialysis II
|
|
Retail
|
|
Anniston
|
|
AL
|
|
9/30/2019
|
|
—
|
|
(1)
|
322
|
|
|
3,782
|
|
|
—
|
|
|
—
|
|
|
4,104
|
|
|
132
|
|
Dialysis II
|
|
Retail
|
|
Augusta
|
|
GA
|
|
9/30/2019
|
|
—
|
|
(1)
|
364
|
|
|
1,803
|
|
|
—
|
|
|
—
|
|
|
2,167
|
|
|
68
|
|
Dialysis II
|
|
Retail
|
|
Belleville
|
|
IL
|
|
9/30/2019
|
|
—
|
|
(1)
|
129
|
|
|
2,271
|
|
|
—
|
|
|
—
|
|
|
2,400
|
|
|
82
|
|
Dialysis II
|
|
Retail
|
|
Berea
|
|
KY
|
|
9/30/2019
|
|
—
|
|
(1)
|
159
|
|
|
2,079
|
|
|
—
|
|
|
—
|
|
|
2,238
|
|
|
74
|
|
Dialysis II
|
|
Retail
|
|
Bowling Green
|
|
KY
|
|
9/30/2019
|
|
—
|
|
(1)
|
442
|
|
|
2,865
|
|
|
—
|
|
|
—
|
|
|
3,307
|
|
|
105
|
|
Dialysis II
|
|
Retail
|
|
Brunswick
|
|
GA
|
|
9/30/2019
|
|
—
|
|
(1)
|
376
|
|
|
1,734
|
|
|
—
|
|
|
—
|
|
|
2,110
|
|
|
62
|
|
Dialysis II
|
|
Retail
|
|
Charlotte
|
|
NC
|
|
9/30/2019
|
|
—
|
|
(1)
|
906
|
|
|
1,894
|
|
|
—
|
|
|
10
|
|
|
2,810
|
|
|
71
|
|
Dialysis II
|
|
Retail
|
|
Conway
|
|
NH
|
|
9/30/2019
|
|
—
|
|
(1)
|
70
|
|
|
1,370
|
|
|
—
|
|
|
—
|
|
|
1,440
|
|
|
60
|
|
Dialysis II
|
|
Retail
|
|
Diamondhead
|
|
MS
|
|
9/30/2019
|
|
—
|
|
(1)
|
91
|
|
|
2,693
|
|
|
—
|
|
|
—
|
|
|
2,784
|
|
|
97
|
|
Dialysis II
|
|
Retail
|
|
Durham
|
|
NC
|
|
9/30/2019
|
|
—
|
|
(1)
|
626
|
|
|
1,737
|
|
|
—
|
|
|
13
|
|
|
2,376
|
|
|
66
|
|
Dialysis II
|
|
Retail
|
|
Etters
|
|
PA
|
|
9/30/2019
|
|
—
|
|
(1)
|
643
|
|
|
2,926
|
|
|
—
|
|
|
—
|
|
|
3,569
|
|
|
107
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Dialysis II
|
|
Retail
|
|
Gary
|
|
IN
|
|
9/30/2019
|
|
—
|
|
(1)
|
241
|
|
|
2,023
|
|
|
—
|
|
|
—
|
|
|
2,264
|
|
|
71
|
|
Dialysis II
|
|
Retail
|
|
Hopkinsville
|
|
KY
|
|
9/30/2019
|
|
—
|
|
(1)
|
62
|
|
|
2,785
|
|
|
—
|
|
|
—
|
|
|
2,847
|
|
|
99
|
|
Dialysis II
|
|
Retail
|
|
Lexington
|
|
KY
|
|
9/30/2019
|
|
—
|
|
(1)
|
439
|
|
|
2,277
|
|
|
—
|
|
|
—
|
|
|
2,716
|
|
|
84
|
|
Dialysis II
|
|
Retail
|
|
Madisonville
|
|
KY
|
|
9/30/2019
|
|
—
|
|
(1)
|
134
|
|
|
1,257
|
|
|
—
|
|
|
—
|
|
|
1,391
|
|
|
46
|
|
Dialysis II
|
|
Retail
|
|
Mentor
|
|
OH
|
|
9/30/2019
|
|
—
|
|
(1)
|
102
|
|
|
1,921
|
|
|
—
|
|
|
—
|
|
|
2,023
|
|
|
77
|
|
Dialysis II
|
|
Retail
|
|
Monticello
|
|
KY
|
|
9/30/2019
|
|
—
|
|
(1)
|
235
|
|
|
2,119
|
|
|
—
|
|
|
—
|
|
|
2,354
|
|
|
79
|
|
Dialysis II
|
|
Retail
|
|
New Castle
|
|
PA
|
|
9/30/2019
|
|
—
|
|
(1)
|
153
|
|
|
1,135
|
|
|
—
|
|
|
—
|
|
|
1,288
|
|
|
42
|
|
Dialysis II
|
|
Retail
|
|
Palmdale
|
|
CA
|
|
9/30/2019
|
|
—
|
|
(1)
|
414
|
|
|
1,887
|
|
|
—
|
|
|
—
|
|
|
2,301
|
|
|
72
|
|
Dialysis II
|
|
Retail
|
|
Radcliff
|
|
KY
|
|
9/30/2019
|
|
—
|
|
(1)
|
262
|
|
|
2,391
|
|
|
—
|
|
|
—
|
|
|
2,653
|
|
|
87
|
|
Dialysis II
|
|
Retail
|
|
Richmond
|
|
VA
|
|
9/30/2019
|
|
—
|
|
(1)
|
283
|
|
|
2,111
|
|
|
—
|
|
|
—
|
|
|
2,394
|
|
|
75
|
|
Dialysis II
|
|
Retail
|
|
River Forest
|
|
IL
|
|
9/30/2019
|
|
—
|
|
(1)
|
527
|
|
|
3,646
|
|
|
—
|
|
|
—
|
|
|
4,173
|
|
|
121
|
|
Dialysis II
|
|
Retail
|
|
Roanoke
|
|
VA
|
|
9/30/2019
|
|
—
|
|
(1)
|
456
|
|
|
2,143
|
|
|
—
|
|
|
—
|
|
|
2,599
|
|
|
79
|
|
Dialysis II
|
|
Retail
|
|
Rocky Mount
|
|
NC
|
|
9/30/2019
|
|
—
|
|
(1)
|
143
|
|
|
3,515
|
|
|
—
|
|
|
—
|
|
|
3,658
|
|
|
141
|
|
Dialysis II
|
|
Retail
|
|
Salem
|
|
OH
|
|
9/30/2019
|
|
—
|
|
(1)
|
264
|
|
|
2,457
|
|
|
—
|
|
|
—
|
|
|
2,721
|
|
|
96
|
|
Dialysis II
|
|
Retail
|
|
Salem
|
|
VA
|
|
9/30/2019
|
|
—
|
|
(1)
|
326
|
|
|
2,083
|
|
|
—
|
|
|
7
|
|
|
2,416
|
|
|
70
|
|
Dialysis II
|
|
Retail
|
|
Sarasota
|
|
FL
|
|
9/30/2019
|
|
—
|
|
(1)
|
650
|
|
|
1,914
|
|
|
—
|
|
|
—
|
|
|
2,564
|
|
|
67
|
|
Dialysis II
|
|
Retail
|
|
Summerville
|
|
SC
|
|
9/30/2019
|
|
—
|
|
(1)
|
317
|
|
|
1,826
|
|
|
—
|
|
|
—
|
|
|
2,143
|
|
|
65
|
|
Dialysis II
|
|
Retail
|
|
Anderson
|
|
IN
|
|
9/30/2019
|
|
—
|
|
(1)
|
375
|
|
|
1,530
|
|
|
—
|
|
|
—
|
|
|
1,905
|
|
|
58
|
|
Dollar General XXIV
|
|
Retail
|
|
Potomac
|
|
IL
|
|
10/28/2019
|
|
—
|
|
(9)
|
153
|
|
|
858
|
|
|
—
|
|
|
—
|
|
|
1,011
|
|
|
41
|
|
Mister Carwash II
|
|
Retail
|
|
Canton
|
|
GA
|
|
11/7/2019
|
|
—
|
|
(10)
|
3,105
|
|
|
2,291
|
|
|
—
|
|
|
—
|
|
|
5,396
|
|
|
121
|
|
Mister Carwash II
|
|
Retail
|
|
Johns Creek
|
|
GA
|
|
11/7/2019
|
|
—
|
|
(10)
|
1,664
|
|
|
1,833
|
|
|
—
|
|
|
—
|
|
|
3,497
|
|
|
91
|
|
Advance Auto IV
|
|
Retail
|
|
Burlington
|
|
WI
|
|
12/11/2019
|
|
—
|
|
(1)
|
259
|
|
|
1,090
|
|
|
—
|
|
|
—
|
|
|
1,349
|
|
|
38
|
|
Advance Auto IV
|
|
Retail
|
|
Greenville
|
|
OH
|
|
12/11/2019
|
|
—
|
|
(1)
|
207
|
|
|
438
|
|
|
—
|
|
|
—
|
|
|
645
|
|
|
18
|
|
Advance Auto IV
|
|
Retail
|
|
Huntingdon
|
|
PA
|
|
12/11/2019
|
|
—
|
|
(1)
|
160
|
|
|
569
|
|
|
—
|
|
|
—
|
|
|
729
|
|
|
26
|
|
Advance Auto IV
|
|
Retail
|
|
Marshfield
|
|
WI
|
|
12/11/2019
|
|
—
|
|
(1)
|
244
|
|
|
1,013
|
|
|
—
|
|
|
—
|
|
|
1,257
|
|
|
34
|
|
Advance Auto IV
|
|
Retail
|
|
Piqua
|
|
OH
|
|
12/11/2019
|
|
—
|
|
(1)
|
130
|
|
|
575
|
|
|
—
|
|
|
—
|
|
|
705
|
|
|
25
|
|
Advance Auto IV
|
|
Retail
|
|
Selma
|
|
AL
|
|
12/11/2019
|
|
—
|
|
(1)
|
91
|
|
|
572
|
|
|
—
|
|
|
—
|
|
|
663
|
|
|
24
|
|
Advance Auto IV
|
|
Retail
|
|
Tomah
|
|
WI
|
|
12/11/2019
|
|
—
|
|
(1)
|
286
|
|
|
842
|
|
|
—
|
|
|
—
|
|
|
1,128
|
|
|
28
|
|
Advance Auto IV
|
|
Retail
|
|
Waynesboro
|
|
PA
|
|
12/11/2019
|
|
—
|
|
(1)
|
137
|
|
|
832
|
|
|
—
|
|
|
—
|
|
|
969
|
|
|
30
|
|
Advance Auto IV
|
|
Retail
|
|
Waynesburg
|
|
PA
|
|
12/11/2019
|
|
—
|
|
(1)
|
214
|
|
|
611
|
|
|
—
|
|
|
—
|
|
|
825
|
|
|
29
|
|
Advance Auto V
|
|
Retail
|
|
Cedar Grove
|
|
WV
|
|
12/13/2019
|
|
—
|
|
(1)
|
302
|
|
|
552
|
|
|
—
|
|
|
—
|
|
|
854
|
|
|
18
|
|
Advance Auto V
|
|
Retail
|
|
Danville
|
|
WV
|
|
12/13/2019
|
|
—
|
|
(1)
|
147
|
|
|
641
|
|
|
—
|
|
|
—
|
|
|
788
|
|
|
21
|
|
Advance Auto V
|
|
Retail
|
|
Greenup
|
|
KY
|
|
12/13/2019
|
|
—
|
|
(1)
|
263
|
|
|
408
|
|
|
—
|
|
|
—
|
|
|
671
|
|
|
17
|
|
Advance Auto V
|
|
Retail
|
|
Hamlin
|
|
WV
|
|
12/13/2019
|
|
—
|
|
(1)
|
162
|
|
|
670
|
|
|
—
|
|
|
—
|
|
|
832
|
|
|
23
|
|
Advance Auto V
|
|
Retail
|
|
Milton
|
|
WV
|
|
12/13/2019
|
|
—
|
|
(1)
|
315
|
|
|
678
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
23
|
|
Advance Auto V
|
|
Retail
|
|
Moundsville
|
|
WV
|
|
12/13/2019
|
|
—
|
|
(1)
|
463
|
|
|
1,314
|
|
|
—
|
|
|
—
|
|
|
1,777
|
|
|
42
|
|
Advance Auto V
|
|
Retail
|
|
Point Pleasant
|
|
WV
|
|
12/13/2019
|
|
—
|
|
(1)
|
346
|
|
|
721
|
|
|
—
|
|
|
—
|
|
|
1,067
|
|
|
30
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Advance Auto V
|
|
Retail
|
|
Sissonville
|
|
WV
|
|
12/13/2019
|
|
—
|
|
(1)
|
350
|
|
|
923
|
|
|
—
|
|
|
—
|
|
|
1,273
|
|
|
30
|
|
Advance Auto V
|
|
Retail
|
|
South Williamson
|
|
KY
|
|
12/13/2019
|
|
—
|
|
(1)
|
330
|
|
|
891
|
|
|
—
|
|
|
—
|
|
|
1,221
|
|
|
29
|
|
Advance Auto V
|
|
Retail
|
|
Wellsburg
|
|
WV
|
|
12/13/2019
|
|
—
|
|
(1)
|
235
|
|
|
442
|
|
|
—
|
|
|
—
|
|
|
677
|
|
|
17
|
|
Advance Auto V
|
|
Retail
|
|
West Charleston
|
|
WV
|
|
12/13/2019
|
|
—
|
|
(1)
|
224
|
|
|
873
|
|
|
—
|
|
|
—
|
|
|
1,097
|
|
|
29
|
|
Advance Auto IV
|
|
Retail
|
|
Indianapolis
|
|
IN
|
|
12/17/2019
|
|
—
|
|
(1)
|
215
|
|
|
543
|
|
|
—
|
|
|
—
|
|
|
758
|
|
|
19
|
|
Advance Auto IV
|
|
Retail
|
|
Menomonie
|
|
WI
|
|
12/17/2019
|
|
—
|
|
(1)
|
350
|
|
|
696
|
|
|
—
|
|
|
—
|
|
|
1,046
|
|
|
24
|
|
Advance Auto IV
|
|
Retail
|
|
Montgomery
|
|
AL
|
|
12/20/2019
|
|
—
|
|
(1)
|
92
|
|
|
710
|
|
|
—
|
|
|
—
|
|
|
802
|
|
|
23
|
|
Advance Auto IV
|
|
Retail
|
|
Springfield
|
|
OH
|
|
12/20/2019
|
|
—
|
|
(1)
|
91
|
|
|
607
|
|
|
—
|
|
|
—
|
|
|
698
|
|
|
20
|
|
Dollar General XXVI
|
|
Retail
|
|
Brooks
|
|
GA
|
|
12/20/2019
|
|
—
|
|
(9)
|
157
|
|
|
947
|
|
|
—
|
|
|
—
|
|
|
1,104
|
|
|
35
|
|
Dollar General XXVI
|
|
Retail
|
|
Daleville
|
|
AL
|
|
12/20/2019
|
|
—
|
|
(9)
|
81
|
|
|
817
|
|
|
—
|
|
|
—
|
|
|
898
|
|
|
24
|
|
Dollar General XXVI
|
|
Retail
|
|
East Brewton
|
|
AL
|
|
12/20/2019
|
|
—
|
|
(9)
|
133
|
|
|
831
|
|
|
—
|
|
|
—
|
|
|
964
|
|
|
24
|
|
Dollar General XXVI
|
|
Retail
|
|
LaGrange
|
|
GA
|
|
12/20/2019
|
|
—
|
|
(9)
|
364
|
|
|
801
|
|
|
—
|
|
|
—
|
|
|
1,165
|
|
|
32
|
|
Dollar General XXVI
|
|
Retail
|
|
LaGrange
|
|
GA
|
|
12/20/2019
|
|
—
|
|
(9)
|
431
|
|
|
850
|
|
|
—
|
|
|
—
|
|
|
1,281
|
|
|
33
|
|
Dollar General XXVI
|
|
Retail
|
|
Madisonville
|
|
TN
|
|
12/20/2019
|
|
—
|
|
(9)
|
468
|
|
|
833
|
|
|
—
|
|
|
—
|
|
|
1,301
|
|
|
24
|
|
Dollar General XXVI
|
|
Retail
|
|
Maryville
|
|
TN
|
|
12/20/2019
|
|
—
|
|
(9)
|
264
|
|
|
906
|
|
|
—
|
|
|
—
|
|
|
1,170
|
|
|
27
|
|
Dollar General XXVI
|
|
Retail
|
|
Mobile
|
|
AL
|
|
12/20/2019
|
|
—
|
|
(9)
|
130
|
|
|
982
|
|
|
—
|
|
|
—
|
|
|
1,112
|
|
|
28
|
|
Dollar General XXVI
|
|
Retail
|
|
Newport
|
|
TN
|
|
12/20/2019
|
|
—
|
|
(9)
|
255
|
|
|
836
|
|
|
—
|
|
|
—
|
|
|
1,091
|
|
|
25
|
|
Dollar General XXVI
|
|
Retail
|
|
Robertsdale
|
|
AL
|
|
12/20/2019
|
|
—
|
|
(9)
|
110
|
|
|
1,486
|
|
|
—
|
|
|
—
|
|
|
1,596
|
|
|
42
|
|
Dollar General XXVI
|
|
Retail
|
|
Valley
|
|
AL
|
|
12/20/2019
|
|
—
|
|
(9)
|
112
|
|
|
884
|
|
|
—
|
|
|
—
|
|
|
996
|
|
|
27
|
|
Dollar General XXVI
|
|
Retail
|
|
Wetumpka
|
|
AL
|
|
12/20/2019
|
|
—
|
|
(9)
|
263
|
|
|
1,038
|
|
|
—
|
|
|
—
|
|
|
1,301
|
|
|
31
|
|
Pizza Hut IV
|
|
Retail
|
|
Black Mountain
|
|
NC
|
|
12/31/2019
|
|
—
|
|
(10)
|
360
|
|
|
357
|
|
|
—
|
|
|
—
|
|
|
717
|
|
|
12
|
|
Pizza Hut IV
|
|
Retail
|
|
Canton
|
|
NC
|
|
12/31/2019
|
|
—
|
|
(10)
|
176
|
|
|
718
|
|
|
—
|
|
|
—
|
|
|
894
|
|
|
24
|
|
Pizza Hut IV
|
|
Retail
|
|
Creedmoor
|
|
NC
|
|
12/31/2019
|
|
—
|
|
(10)
|
225
|
|
|
672
|
|
|
—
|
|
|
—
|
|
|
897
|
|
|
23
|
|
Pizza Hut IV
|
|
Retail
|
|
Granite Falls
|
|
NC
|
|
12/31/2019
|
|
—
|
|
(10)
|
215
|
|
|
460
|
|
|
—
|
|
|
—
|
|
|
675
|
|
|
15
|
|
Pizza Hut IV
|
|
Retail
|
|
Harrisburg
|
|
IL
|
|
12/31/2019
|
|
—
|
|
(10)
|
97
|
|
|
440
|
|
|
—
|
|
|
—
|
|
|
537
|
|
|
17
|
|
Pizza Hut IV
|
|
Retail
|
|
Hendersonville
|
|
NC
|
|
12/31/2019
|
|
—
|
|
(9)
|
694
|
|
|
438
|
|
|
—
|
|
|
—
|
|
|
1,132
|
|
|
15
|
|
Pizza Hut IV
|
|
Retail
|
|
Jefferson
|
|
NC
|
|
12/31/2019
|
|
—
|
|
(10)
|
185
|
|
|
432
|
|
|
—
|
|
|
—
|
|
|
617
|
|
|
15
|
|
Pizza Hut IV
|
|
Retail
|
|
King
|
|
NC
|
|
12/31/2019
|
|
—
|
|
(10)
|
258
|
|
|
634
|
|
|
—
|
|
|
—
|
|
|
892
|
|
|
20
|
|
Pizza Hut IV
|
|
Retail
|
|
Mocksville
|
|
NC
|
|
12/31/2019
|
|
—
|
|
(10)
|
399
|
|
|
258
|
|
|
—
|
|
|
—
|
|
|
657
|
|
|
11
|
|
Pizza Hut IV
|
|
Retail
|
|
Mount Vernon
|
|
IL
|
|
12/31/2019
|
|
—
|
|
(10)
|
245
|
|
|
497
|
|
|
—
|
|
|
—
|
|
|
742
|
|
|
24
|
|
Pizza Hut IV
|
|
Retail
|
|
Pennington Gap
|
|
VA
|
|
12/31/2019
|
|
—
|
|
(10)
|
30
|
|
|
434
|
|
|
—
|
|
|
—
|
|
|
464
|
|
|
13
|
|
Pizza Hut IV
|
|
Retail
|
|
Pineville
|
|
KY
|
|
12/31/2019
|
|
—
|
|
(10)
|
137
|
|
|
337
|
|
|
—
|
|
|
—
|
|
|
474
|
|
|
15
|
|
Pizza Hut IV
|
|
Retail
|
|
Robinson
|
|
IL
|
|
12/31/2019
|
|
—
|
|
(10)
|
214
|
|
|
457
|
|
|
—
|
|
|
—
|
|
|
671
|
|
|
24
|
|
Pizza Hut IV
|
|
Retail
|
|
Yadkinville
|
|
NC
|
|
12/31/2019
|
|
—
|
|
(10)
|
143
|
|
|
446
|
|
|
—
|
|
|
—
|
|
|
589
|
|
|
14
|
|
Advance Auto IV
|
|
Retail
|
|
Oconomowoc
|
|
WI
|
|
1/2/2020
|
|
—
|
|
(1)
|
344
|
|
|
949
|
|
|
—
|
|
|
—
|
|
|
1,293
|
|
|
28
|
|
IMTAA
|
|
Retail
|
|
Reserve
|
|
LA
|
|
1/31/2020
|
|
—
|
|
(1)
|
627
|
|
|
2,790
|
|
|
—
|
|
|
—
|
|
|
3,417
|
|
|
81
|
|
Pizza Hut IV
|
|
Retail
|
|
Clintwood
|
|
VA
|
|
3/4/2020
|
|
—
|
|
(10)
|
29
|
|
|
478
|
|
|
—
|
|
|
—
|
|
|
507
|
|
|
12
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
Pizza Hut IV
|
|
Retail
|
|
Sylva
|
|
NC
|
|
3/4/2020
|
|
—
|
|
(10)
|
289
|
|
|
374
|
|
|
—
|
|
|
—
|
|
|
663
|
|
|
9
|
|
DaVita III
|
|
Retail
|
|
Humble
|
|
TX
|
|
3/5/2020
|
|
—
|
|
(10)
|
313
|
|
|
2,025
|
|
|
—
|
|
|
—
|
|
|
2,338
|
|
|
51
|
|
American Car Center I
|
|
Retail
|
|
Birmingham
|
|
AL
|
|
3/10/2020
|
|
—
|
|
(10)
|
494
|
|
|
655
|
|
|
—
|
|
|
—
|
|
|
1,149
|
|
|
26
|
|
American Car Center I
|
|
Retail
|
|
Charleston
|
|
SC
|
|
3/10/2020
|
|
—
|
|
(10)
|
526
|
|
|
187
|
|
|
—
|
|
|
—
|
|
|
713
|
|
|
8
|
|
American Car Center I
|
|
Retail
|
|
Columbia
|
|
SC
|
|
3/10/2020
|
|
—
|
|
(10)
|
1,842
|
|
|
3,491
|
|
|
—
|
|
|
—
|
|
|
5,333
|
|
|
95
|
|
American Car Center I
|
|
Retail
|
|
Cordova
|
|
TN
|
|
3/10/2020
|
|
—
|
|
(10)
|
638
|
|
|
807
|
|
|
—
|
|
|
—
|
|
|
1,445
|
|
|
24
|
|
American Car Center I
|
|
Retail
|
|
Jackson
|
|
MS
|
|
3/10/2020
|
|
—
|
|
(10)
|
928
|
|
|
918
|
|
|
—
|
|
|
—
|
|
|
1,846
|
|
|
33
|
|
American Car Center I
|
|
Retail
|
|
Knoxville
|
|
TN
|
|
3/10/2020
|
|
—
|
|
(10)
|
488
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
1,015
|
|
|
16
|
|
American Car Center I
|
|
Retail
|
|
Lawrenceville
|
|
GA
|
|
3/10/2020
|
|
—
|
|
(10)
|
181
|
|
|
261
|
|
|
—
|
|
|
—
|
|
|
442
|
|
|
10
|
|
American Car Center I
|
|
Retail
|
|
Louisville
|
|
KY
|
|
3/10/2020
|
|
—
|
|
(10)
|
885
|
|
|
4,845
|
|
|
—
|
|
|
—
|
|
|
5,730
|
|
|
117
|
|
American Car Center I
|
|
Retail
|
|
Madison
|
|
TN
|
|
3/10/2020
|
|
—
|
|
(10)
|
419
|
|
|
317
|
|
|
—
|
|
|
—
|
|
|
736
|
|
|
13
|
|
American Car Center I
|
|
Retail
|
|
Marietta
|
|
GA
|
|
3/10/2020
|
|
—
|
|
(10)
|
777
|
|
|
1,166
|
|
|
—
|
|
|
—
|
|
|
1,943
|
|
|
28
|
|
American Car Center I
|
|
Retail
|
|
Pelham
|
|
AL
|
|
3/10/2020
|
|
—
|
|
(10)
|
1,298
|
|
|
1,410
|
|
|
—
|
|
|
—
|
|
|
2,708
|
|
|
40
|
|
American Car Center I
|
|
Retail
|
|
Pensacola
|
|
FL
|
|
3/10/2020
|
|
—
|
|
(10)
|
944
|
|
|
576
|
|
|
—
|
|
|
—
|
|
|
1,520
|
|
|
16
|
|
American Car Center I
|
|
Retail
|
|
Riverdale
|
|
GA
|
|
3/10/2020
|
|
—
|
|
(10)
|
484
|
|
|
722
|
|
|
—
|
|
|
—
|
|
|
1,206
|
|
|
24
|
|
American Car Center I
|
|
Retail
|
|
Seminole
|
|
FL
|
|
3/10/2020
|
|
—
|
|
(10)
|
1,513
|
|
|
3,796
|
|
|
—
|
|
|
—
|
|
|
5,309
|
|
|
122
|
|
American Car Center I
|
|
Retail
|
|
Springdale
|
|
AR
|
|
3/10/2020
|
|
—
|
|
(10)
|
195
|
|
|
843
|
|
|
—
|
|
|
—
|
|
|
1,038
|
|
|
29
|
|
American Car Center I
|
|
Retail
|
|
Tupelo
|
|
MS
|
|
3/10/2020
|
|
—
|
|
(10)
|
2,108
|
|
|
3,259
|
|
|
—
|
|
|
—
|
|
|
5,367
|
|
|
96
|
|
BJ's
|
|
Retail
|
|
Middleburg Height
|
|
OH
|
|
3/27/2020
|
|
—
|
|
(10)
|
2,121
|
|
|
6,781
|
|
|
—
|
|
|
—
|
|
|
8,902
|
|
|
139
|
|
Mammoth
|
|
Retail
|
|
Austell
|
|
GA
|
|
3/31/2020
|
|
—
|
|
(10)
|
500
|
|
|
2,254
|
|
|
—
|
|
|
—
|
|
|
2,754
|
|
|
73
|
|
Mammoth
|
|
Retail
|
|
Dalton
|
|
GA
|
|
3/31/2020
|
|
—
|
|
(10)
|
496
|
|
|
2,772
|
|
|
—
|
|
|
—
|
|
|
3,268
|
|
|
81
|
|
Mammoth
|
|
Retail
|
|
Mobile
|
|
AL
|
|
3/31/2020
|
|
—
|
|
(10)
|
353
|
|
|
1,986
|
|
|
—
|
|
|
—
|
|
|
2,339
|
|
|
54
|
|
Mammoth
|
|
Retail
|
|
Murray
|
|
KY
|
|
3/31/2020
|
|
—
|
|
(10)
|
363
|
|
|
3,613
|
|
|
—
|
|
|
—
|
|
|
3,976
|
|
|
93
|
|
Mammoth
|
|
Retail
|
|
Paducah
|
|
KY
|
|
3/31/2020
|
|
—
|
|
(10)
|
508
|
|
|
1,940
|
|
|
—
|
|
|
—
|
|
|
2,448
|
|
|
60
|
|
Mammoth
|
|
Retail
|
|
Paducah
|
|
KY
|
|
3/31/2020
|
|
—
|
|
(10)
|
239
|
|
|
766
|
|
|
—
|
|
|
—
|
|
|
1,005
|
|
|
19
|
|
Mammoth
|
|
Retail
|
|
Springville
|
|
UT
|
|
3/31/2020
|
|
—
|
|
(10)
|
476
|
|
|
3,636
|
|
|
—
|
|
|
—
|
|
|
4,112
|
|
|
85
|
|
Mammoth
|
|
Retail
|
|
Stockbridge
|
|
GA
|
|
3/31/2020
|
|
—
|
|
(10)
|
544
|
|
|
2,301
|
|
|
—
|
|
|
—
|
|
|
2,845
|
|
|
60
|
|
Mammoth
|
|
Retail
|
|
Suwanee
|
|
GA
|
|
3/31/2020
|
|
—
|
|
(10)
|
1,350
|
|
|
2,680
|
|
|
—
|
|
|
—
|
|
|
4,030
|
|
|
77
|
|
Mammoth
|
|
Retail
|
|
Spanish Fork
|
|
UT
|
|
4/2/2020
|
|
—
|
|
(10)
|
670
|
|
|
4,943
|
|
|
—
|
|
|
—
|
|
|
5,613
|
|
|
115
|
|
Mammoth
|
|
Retail
|
|
Lawrenceville
|
|
GA
|
|
4/17/2020
|
|
—
|
|
(10)
|
725
|
|
|
2,382
|
|
|
—
|
|
|
—
|
|
|
3,107
|
|
|
59
|
|
DaVita IV
|
|
Retail
|
|
Flint
|
|
MI
|
|
4/24/2020
|
|
—
|
|
(10)
|
130
|
|
|
1,088
|
|
|
—
|
|
|
—
|
|
|
1,218
|
|
|
20
|
|
GPM
|
|
Retail
|
|
Niles
|
|
MI
|
|
7/1/2020
|
|
—
|
|
(10)
|
262
|
|
|
599
|
|
|
—
|
|
|
—
|
|
|
861
|
|
|
8
|
|
O'Charley's
|
|
Retail
|
|
Gainesville
|
|
GA
|
|
7/24/2020
|
|
—
|
|
(1)
|
728
|
|
|
1,204
|
|
|
—
|
|
|
—
|
|
|
1,932
|
|
|
16
|
|
O'Charley's
|
|
Retail
|
|
Shively
|
|
KY
|
|
7/24/2020
|
|
—
|
|
(1)
|
637
|
|
|
1,318
|
|
|
—
|
|
|
—
|
|
|
1,955
|
|
|
18
|
|
GPM
|
|
Retail
|
|
Allendale
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
184
|
|
|
1,660
|
|
|
—
|
|
|
—
|
|
|
1,844
|
|
|
19
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
GPM
|
|
Retail
|
|
Alma
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
197
|
|
|
686
|
|
|
—
|
|
|
—
|
|
|
883
|
|
|
13
|
|
GPM
|
|
Retail
|
|
Bay City
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
175
|
|
|
853
|
|
|
—
|
|
|
—
|
|
|
1,028
|
|
|
14
|
|
GPM
|
|
Retail
|
|
Big Rapids
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
239
|
|
|
960
|
|
|
—
|
|
|
—
|
|
|
1,199
|
|
|
13
|
|
GPM
|
|
Retail
|
|
Big Rapids
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
234
|
|
|
699
|
|
|
—
|
|
|
—
|
|
|
933
|
|
|
11
|
|
GPM
|
|
Retail
|
|
Caro
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
256
|
|
|
613
|
|
|
—
|
|
|
—
|
|
|
869
|
|
|
14
|
|
GPM
|
|
Retail
|
|
Chesaning
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
774
|
|
|
639
|
|
|
—
|
|
|
—
|
|
|
1,413
|
|
|
12
|
|
GPM
|
|
Retail
|
|
Coopersville
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
62
|
|
|
460
|
|
|
—
|
|
|
—
|
|
|
522
|
|
|
7
|
|
GPM
|
|
Retail
|
|
East Lansing
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
259
|
|
|
338
|
|
|
—
|
|
|
—
|
|
|
597
|
|
|
6
|
|
GPM
|
|
Retail
|
|
Escanaba
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
814
|
|
|
573
|
|
|
—
|
|
|
—
|
|
|
1,387
|
|
|
8
|
|
GPM
|
|
Retail
|
|
Essexville
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
49
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
248
|
|
|
4
|
|
GPM
|
|
Retail
|
|
Flint
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
274
|
|
|
407
|
|
|
—
|
|
|
—
|
|
|
681
|
|
|
8
|
|
GPM
|
|
Retail
|
|
Grand Rapids
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
237
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
737
|
|
|
12
|
|
GPM
|
|
Retail
|
|
Indianapolis
|
|
IN
|
|
7/31/2020
|
|
—
|
|
(10)
|
105
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|
2
|
|
GPM
|
|
Retail
|
|
Ionia
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
210
|
|
|
871
|
|
|
—
|
|
|
—
|
|
|
1,081
|
|
|
14
|
|
GPM
|
|
Retail
|
|
Lansing
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
270
|
|
|
1,005
|
|
|
—
|
|
|
—
|
|
|
1,275
|
|
|
16
|
|
GPM
|
|
Retail
|
|
Lansing
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
102
|
|
|
511
|
|
|
—
|
|
|
—
|
|
|
613
|
|
|
10
|
|
GPM
|
|
Retail
|
|
Lowell
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
213
|
|
|
1,297
|
|
|
—
|
|
|
—
|
|
|
1,510
|
|
|
20
|
|
GPM
|
|
Retail
|
|
Muskegon
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
81
|
|
|
550
|
|
|
—
|
|
|
—
|
|
|
631
|
|
|
9
|
|
GPM
|
|
Retail
|
|
Niles
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
421
|
|
|
445
|
|
|
—
|
|
|
—
|
|
|
866
|
|
|
7
|
|
GPM
|
|
Retail
|
|
Plainwell
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
276
|
|
|
637
|
|
|
—
|
|
|
—
|
|
|
913
|
|
|
10
|
|
GPM
|
|
Retail
|
|
Portage
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
125
|
|
|
616
|
|
|
—
|
|
|
—
|
|
|
741
|
|
|
10
|
|
GPM
|
|
Retail
|
|
Saginaw
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
367
|
|
|
833
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|
15
|
|
GPM
|
|
Retail
|
|
Sault Ste Marie
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
193
|
|
|
563
|
|
|
—
|
|
|
—
|
|
|
756
|
|
|
10
|
|
GPM
|
|
Retail
|
|
Indianapolis
|
|
IN
|
|
7/31/2020
|
|
—
|
|
(10)
|
59
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
GPM
|
|
Retail
|
|
Spring Lake
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
206
|
|
|
1,394
|
|
|
—
|
|
|
—
|
|
|
1,600
|
|
|
21
|
|
GPM
|
|
Retail
|
|
Walker
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
430
|
|
|
508
|
|
|
—
|
|
|
—
|
|
|
938
|
|
|
11
|
|
GPM
|
|
Retail
|
|
West Lafayette
|
|
IN
|
|
7/31/2020
|
|
—
|
|
(10)
|
379
|
|
|
342
|
|
|
—
|
|
|
—
|
|
|
721
|
|
|
7
|
|
GPM
|
|
Retail
|
|
Whitehall
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
146
|
|
|
368
|
|
|
—
|
|
|
—
|
|
|
514
|
|
|
7
|
|
GPM
|
|
Retail
|
|
Wyoming
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
160
|
|
|
638
|
|
|
—
|
|
|
—
|
|
|
798
|
|
|
11
|
|
GPM
|
|
Retail
|
|
Wyoming
|
|
MI
|
|
7/31/2020
|
|
—
|
|
(10)
|
95
|
|
|
562
|
|
|
—
|
|
|
—
|
|
|
657
|
|
|
9
|
|
IMTAA II
|
|
Retail
|
|
Grand Prairie
|
|
TX
|
|
8/21/2020
|
|
—
|
|
(10)
|
443
|
|
|
3,143
|
|
|
—
|
|
|
—
|
|
|
3,586
|
|
|
33
|
|
IMTAA II
|
|
Retail
|
|
New Orleans
|
|
LA
|
|
8/21/2020
|
|
—
|
|
(10)
|
61
|
|
|
3,498
|
|
|
—
|
|
|
—
|
|
|
3,559
|
|
|
34
|
|
IMTAA II
|
|
Retail
|
|
Chickasha
|
|
OK
|
|
8/27/2020
|
|
—
|
|
(10)
|
622
|
|
|
2,916
|
|
|
—
|
|
|
—
|
|
|
3,538
|
|
|
31
|
|
IMTAA II
|
|
Retail
|
|
Chickasha
|
|
OK
|
|
8/27/2020
|
|
—
|
|
(10)
|
353
|
|
|
3,206
|
|
|
—
|
|
|
—
|
|
|
3,559
|
|
|
31
|
|
IMTAA II
|
|
Retail
|
|
Gulfport
|
|
MS
|
|
8/28/2020
|
|
—
|
|
(10)
|
370
|
|
|
1,677
|
|
|
—
|
|
|
—
|
|
|
2,047
|
|
|
23
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
Initial Costs
|
|
Subsequent to Acquisition
|
|
Gross Amount Carried at
December 31, 2020 [12] [13]
|
|
|
Property
|
|
Property Type
|
|
City
|
|
State
|
|
Acquisition
Date
|
|
Encumbrances at December 31, 2020
|
|
Land
|
|
Building and
Improvements
|
|
Land [11]
|
|
Building and
Improvements [11]
|
|
|
Accumulated
Depreciation [14] [15]
|
IMTAA II
|
|
Retail
|
|
Gulfport
|
|
MS
|
|
8/28/2020
|
|
—
|
|
(10)
|
248
|
|
|
2,897
|
|
|
—
|
|
|
—
|
|
|
3,145
|
|
|
25
|
|
Fresenius IX
|
|
Retail
|
|
Dadeville
|
|
AL
|
|
11/19/2020
|
|
—
|
|
(10)
|
504
|
|
|
1,164
|
|
|
—
|
|
|
—
|
|
|
1,668
|
|
|
3
|
|
Fresenius IX
|
|
Retail
|
|
Jackson
|
|
AL
|
|
11/19/2020
|
|
—
|
|
(10)
|
851
|
|
|
1,383
|
|
|
—
|
|
|
—
|
|
|
2,234
|
|
|
5
|
|
Fresenius IX
|
|
Retail
|
|
Newton
|
|
MS
|
|
11/19/2020
|
|
—
|
|
(10)
|
235
|
|
|
2,954
|
|
|
—
|
|
|
—
|
|
|
3,189
|
|
|
7
|
|
Fresenius IX
|
|
Retail
|
|
Philadelphia
|
|
MS
|
|
11/19/2020
|
|
—
|
|
(10)
|
335
|
|
|
2,512
|
|
|
—
|
|
|
—
|
|
|
2,847
|
|
|
6
|
|
Fresenius IX
|
|
Retail
|
|
Port Gibson
|
|
MS
|
|
11/19/2020
|
|
—
|
|
(10)
|
190
|
|
|
1,132
|
|
|
—
|
|
|
—
|
|
|
1,322
|
|
|
3
|
|
Fresenius IX
|
|
Retail
|
|
Tallassee
|
|
AL
|
|
11/19/2020
|
|
—
|
|
(10)
|
876
|
|
|
2,229
|
|
|
—
|
|
|
—
|
|
|
3,105
|
|
|
6
|
|
IMTAA II
|
|
Retail
|
|
Addis
|
|
LA
|
|
11/25/2020
|
|
—
|
|
(10)
|
214
|
|
|
2,008
|
|
|
—
|
|
|
—
|
|
|
2,222
|
|
|
4
|
|
IMTAA II
|
|
Retail
|
|
Picayune
|
|
MS
|
|
11/25/2020
|
|
—
|
|
(10)
|
91
|
|
|
3,099
|
|
|
—
|
|
|
—
|
|
|
3,190
|
|
|
7
|
|
IMTAA II
|
|
Retail
|
|
Lake Charles
|
|
LA
|
|
12/4/2020
|
|
—
|
|
(10)
|
273
|
|
|
2,002
|
|
|
—
|
|
|
—
|
|
|
2,275
|
|
|
5
|
|
IMTAA II
|
|
Retail
|
|
Lake Charles
|
|
LA
|
|
12/4/2020
|
|
—
|
|
(10)
|
413
|
|
|
1,862
|
|
|
—
|
|
|
—
|
|
|
2,275
|
|
|
5
|
|
Kalma Kaur
|
|
Retail
|
|
Albion
|
|
IL
|
|
12/11/2020
|
|
—
|
|
(10)
|
30
|
|
|
397
|
|
|
—
|
|
|
—
|
|
|
427
|
|
|
1
|
|
Kalma Kaur
|
|
Retail
|
|
Central City
|
|
IL
|
|
12/11/2020
|
|
—
|
|
(10)
|
295
|
|
|
2,246
|
|
|
—
|
|
|
—
|
|
|
2,541
|
|
|
6
|
|
Kalma Kaur
|
|
Retail
|
|
Cisne
|
|
IL
|
|
12/11/2020
|
|
—
|
|
(10)
|
175
|
|
|
993
|
|
|
—
|
|
|
—
|
|
|
1,168
|
|
|
3
|
|
Kalma Kaur
|
|
Retail
|
|
Harrisburg
|
|
IL
|
|
12/11/2020
|
|
—
|
|
(10)
|
248
|
|
|
637
|
|
|
—
|
|
|
—
|
|
|
885
|
|
|
3
|
|
Kalma Kaur
|
|
Retail
|
|
Metropolis
|
|
IL
|
|
12/11/2020
|
|
—
|
|
(10)
|
264
|
|
|
839
|
|
|
—
|
|
|
—
|
|
|
1,103
|
|
|
3
|
|
Kalma Kaur
|
|
Retail
|
|
Pickneyville
|
|
IL
|
|
12/11/2020
|
|
—
|
|
(10)
|
337
|
|
|
1,097
|
|
|
—
|
|
|
—
|
|
|
1,434
|
|
|
3
|
|
Kalma Kaur
|
|
Retail
|
|
Salem
|
|
IL
|
|
12/11/2020
|
|
—
|
|
(10)
|
59
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|
1
|
|
Kalma Kaur
|
|
Retail
|
|
Stewardson
|
|
IL
|
|
12/11/2020
|
|
—
|
|
(10)
|
30
|
|
|
384
|
|
|
—
|
|
|
—
|
|
|
414
|
|
|
1
|
|
Kalma Kaur
|
|
Retail
|
|
Wayne City
|
|
IL
|
|
12/11/2020
|
|
—
|
|
(10)
|
61
|
|
|
1,041
|
|
|
—
|
|
|
—
|
|
|
1,102
|
|
|
3
|
|
Kalma Kaur
|
|
Retail
|
|
Xenia
|
|
IL
|
|
12/11/2020
|
|
—
|
|
(10)
|
39
|
|
|
376
|
|
|
—
|
|
|
—
|
|
|
415
|
|
|
1
|
|
Dialysis III
|
|
Retail
|
|
Andrews
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
72
|
|
|
694
|
|
|
—
|
|
|
—
|
|
|
766
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Batesburg
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
72
|
|
|
1,127
|
|
|
—
|
|
|
—
|
|
|
1,199
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Bishopville
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
87
|
|
|
806
|
|
|
—
|
|
|
—
|
|
|
893
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Cheraw
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
223
|
|
|
708
|
|
|
—
|
|
|
—
|
|
|
931
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Florence
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
113
|
|
|
2,190
|
|
|
—
|
|
|
—
|
|
|
2,303
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Florence
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
120
|
|
|
898
|
|
|
—
|
|
|
—
|
|
|
1,018
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Florence
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
144
|
|
|
2,641
|
|
|
—
|
|
|
—
|
|
|
2,785
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Fort Lawn
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
119
|
|
|
1,640
|
|
|
—
|
|
|
—
|
|
|
1,759
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Fountain Inn
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
131
|
|
|
921
|
|
|
—
|
|
|
—
|
|
|
1,052
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Johnsonville
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
110
|
|
|
779
|
|
|
—
|
|
|
—
|
|
|
889
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Kingstree
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
217
|
|
|
1,989
|
|
|
—
|
|
|
—
|
|
|
2,206
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Lake City
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
80
|
|
|
1,228
|
|
|
—
|
|
|
—
|
|
|
1,308
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Lugoff
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
59
|
|
|
943
|
|
|
—
|
|
|
—
|
|
|
1,002
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Manning
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
121
|
|
|
888
|
|
|
—
|
|
|
—
|
|
|
1,009
|
|
|
—
|
|
Dialysis III
|
|
Retail
|
|
Myrtle Beach
|
|
SC
|
|
12/17/2020
|
|
—
|
|
(10)
|
397
|
|
|
1,560
|
|
|
—
|
|
|
—
|
|
|
1,957
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Encumbrances allocated based on notes below
|
|
|
|
|
|
|
|
|
|
1,341,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
1,528,632
|
|
|
$
|
725,751
|
|
|
$
|
2,806,163
|
|
|
$
|
(2,435)
|
|
|
$
|
24,345
|
|
|
$
|
3,553,824
|
|
|
$
|
454,227
|
|
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part I
December 31, 2020
_________
(1)These properties collateralize the Column Financial Notes, which had $715.0 million outstanding as of December 31, 2020.
(2)These properties collateralize the Truist Bank II mortgage note payable of $9.6 million as of December 31, 2020.
(3)These properties collateralize the Truist Bank III mortgage note payable of $61.0 million as of December 31, 2020.
(4)These properties collateralize the Truist Bank IV mortgage note payable of $3.8 million as of December 31, 2020.
(5)These properties collateralize the Stop & Shop I mortgage note payable of $45.0 million as of December 31, 2020.
(6)These properties collateralize the Bob Evans I mortgage note payable of $24.0 million as of December 31, 2020.
(7)These properties collateralize the Mortgage Loan II, which had $210.0 million outstanding as of December 31, 2020.
(8)These properties collateralize the Mortgage Loan III, which had $33.4 million outstanding as of December 31, 2020.
(9)These properties collateralize the Net Lease Mortgage Notes, which had $240.1 million outstanding as of December 31, 2020.
(10)These properties are encumbered by the Credit Facility borrowings in the amount of $280.9 million as of December 31, 2020 and such amount of borrowings is excluded from the table above.
(11)These properties were acquired as part of the Merger with American Realty Capital — Retail Centers of America, Inc. (RCA) on February 16, 2017. These represent the multi-tenant properties in the portfolio.
(12)Acquired intangible lease assets allocated to individual properties in the amount of $454.2 million are not reflected in the table above.
(13)The tax basis of aggregate land, buildings and improvements as of December 31, 2020 is $3.3 billion.
(14)The accumulated depreciation column excludes $185.1 million of accumulated amortization associated with acquired intangible lease assets.
(15)Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements and five years for fixtures.
(16)Some or all of the land underlying this property is subject to a land lease. The related Right-of-use assets are separately recorded. See Note 9 — Commitments and Contingencies for additional information.
AMERICAN FINANCE TRUST, INC.
Schedule III — Real Estate and Accumulated Depreciation — Part II
December 31, 2020
The following is a summary of activity for real estate and accumulated depreciation for the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
Real estate investments, at cost:
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
3,367,374
|
|
|
$
|
3,070,852
|
|
|
$
|
3,056,695
|
|
Additions - acquisitions
|
|
194,565
|
|
|
365,159
|
|
|
201,896
|
|
Additions - improvements
|
|
10,754
|
|
|
14,006
|
|
|
13,189
|
|
Disposals
|
|
(7,059)
|
|
|
(80,631)
|
|
|
(146,109)
|
|
Assets received through substitution
|
|
3,887
|
|
|
—
|
|
|
—
|
|
Assets provided through substitution
|
|
(2,787)
|
|
|
—
|
|
|
—
|
|
Impairment charges
|
|
(12,910)
|
|
|
(699)
|
|
|
(9,363)
|
|
Reclassified to assets held for sale
|
|
—
|
|
|
(1,313)
|
|
|
(45,456)
|
|
Balance at end of the year
|
|
$
|
3,553,824
|
|
|
$
|
3,367,374
|
|
|
$
|
3,070,852
|
|
|
|
|
|
|
|
|
Accumulated depreciation:
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
369,450
|
|
|
$
|
311,214
|
|
|
$
|
256,771
|
|
Depreciation expense
|
|
88,778
|
|
|
78,395
|
|
|
84,482
|
|
Disposals
|
|
(3,089)
|
|
|
(20,022)
|
|
|
(25,131)
|
|
Assets provided through substitution
|
|
(912)
|
|
|
—
|
|
|
—
|
|
Reclassified to assets held for sale
|
|
—
|
|
|
(137)
|
|
|
(4,908)
|
|
Balance at end of the year
|
|
$
|
454,227
|
|
|
$
|
369,450
|
|
|
$
|
311,214
|
|