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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
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Maryland
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46-4380248
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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405 Park Ave., 14th Floor, New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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(212) 415-6500
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(Registrant's telephone number, including area code)
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Securities registered pursuant to section 12(b) of the Act: None
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Securities registered pursuant to section 12 (g) of the Act: Common stock, $0.01 par value per share (Title of class)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Page
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•
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We have a limited operating history which makes our future performance difficult to predict;
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All of our executive officers are also officers, managers or holders of a direct or indirect controlling interest in our advisor, New York City Advisors, LLC (our "Advisor") and other entities affiliated with AR Global Investments, LLC (the successor business to AR Capital, LLC, "AR Global"); as a result, our executive officers, our Advisor and its affiliates face conflicts of interest, including significant conflicts created by our Advisor’s compensation arrangements with us and other investor entities advised by AR Global affiliates, and conflicts in allocating time among these entities and us, which could negatively impact our operating results;
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We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants;
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We may not be able to achieve our rental rate objectives on new and renewal leases and our expenses could be greater, which may impact operations;
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Our properties may be adversely affected by economic cycles and risks inherent to the New York metropolitan statistical area ("MSA"), especially New York City;
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We have not generated and may not generate cash flows from operations sufficient to cover distributions paid to stockholders; as such, we may be unable to maintain cash distributions or increase distributions over time;
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We are obligated to pay fees, which may be substantial, to our Advisor and its affiliates;
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We may fail to continue to qualify to be treated as a real estate investment trust for United States federal income tax purposes ("REIT");
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Because investment opportunities that are suitable for us may also be suitable for other AR Global-advised programs or investors, our Advisor and its affiliates may face conflicts of interest relating to the purchase of properties and other investments and such conflicts may not be resolved in our favor, meaning that we could invest in less attractive assets, which could reduce the investment return to our stockholders;
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We are party to an investment opportunity allocation agreement (the "Allocation Agreement") with another program that is sponsored by American Realty Capital III, LLC (our "Sponsor"), pursuant to which we may not have the first opportunity to acquire all properties identified by our Advisor and its affiliates;
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No public market currently exists, or may ever exist, for shares of our common stock and our shares are, and may continue to be, illiquid;
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If we and our Advisor are unable to find suitable investments, then we may not be able to achieve our investment objectives, or pay distributions with cash flows from operations;
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Increases in interest rates could increase the amount of our debt payments and limit our ability to pay distributions;
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We are permitted to pay distributions from unlimited amounts of any source. Until substantially all of the proceeds from our initial public offering (the "IPO") are invested, we may use proceeds from our IPO and financings to fund distributions until we have sufficient cash flows from operations. There are no established limits on the amount of net proceeds and borrowings that we may use to fund distribution payments, except in accordance with our organizational documents and Maryland law;
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Any distributions may reduce the amount of capital we ultimately invest in properties and other permitted investments and negatively impact the value of your investment;
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We may be deemed to be an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and thus subject to regulation under the Investment Company Act; and
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As of
December 31, 2015
, we owned only
five
properties and therefore have limited diversification.
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New York City Focus
- Acquire high-quality commercial real estate located in the five boroughs of New York City, and in particular, Manhattan;
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Cash Flow Generating Properties
- Invest primarily in properties with 80% or greater occupancy at the time of purchase;
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Potential for Appreciation
- Purchase properties valued using current market rents with potential for appreciation and endeavor to acquire properties below replacement cost;
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Low Leverage
- Finance our portfolio opportunistically at a target leverage level of not more than 40% to 50% loan-to-value (calculated after the close of our offering and once we have invested substantially all the proceeds of our offering);
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Diversified Tenant Mix
- Lease to a diversified group of tenants with a bias toward lease terms of five years or greater;
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Pay Monthly Distributions
- Pay monthly distributions, covered by cash flow from operations;
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6-Year Exit
- Exit within six years of the end of our IPO; and
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Maximize Total Returns
- Maximize total returns to our stockholders through a combination of realized appreciation and current income.
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December 31,
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Property Portfolio
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Tenant
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2015
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2014
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123 William Street
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Planned Parenthood Federation of America, Inc.
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10.7%
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N/A
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400 E. 67th Street - Laurel Condominium
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Cornell University
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*
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26.0%
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400 E. 67th Street - Laurel Condominium
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TD Bank, N.A.
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*
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10.9%
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*
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Tenants annualized rental income on a straight-line basis was not greater than 10% of total annualized rental income on a straight-line basis for all portfolio properties as of the period specified.
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identify and acquire real estate assets consistent with our investment strategies;
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increase awareness of our name within the investment products market;
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attract, integrate, motivate and retain qualified personnel to manage our day-to-day operations; and
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continue to build and expand our operations structure to support our business.
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we may acquire properties that are not accretive and we may not successfully manage and lease those properties to meet our expectations;
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we may be unable to generate sufficient cash from operations, or obtain the necessary debt or equity financing to consummate an acquisition or, if obtainable, financing may not be on satisfactory terms;
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we may need to spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
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agreements for the acquisition of properties are typically subject to customary conditions to closing, including satisfactory completion of due diligence investigations, and we may spend significant time and money on potential acquisitions that we do not consummate;
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the process of acquiring or pursuing the acquisition of a new property may divert the attention of our management team from our existing business operations;
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we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations;
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market conditions may result in future vacancies and lower-than expected rental rates; and
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we may acquire properties without recourse, or with only limited recourse, for liabilities, whether known or unknown, such as cleanup of environmental contamination, claims by tenants, vendors or other persons against the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
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Building
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Tenant
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Percentage of Straight-Line Rent
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123 William Street
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Planned Parenthood Federation of America, Inc.
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10.7
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%
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123 William Street
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The People of the State of New York
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8.2
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%
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400 E. 67th Street - Laurel Condominium
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Cornell University
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7.9
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%
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123 William Street
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The City of New York
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7.6
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%
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123 William Street
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United States of America
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6.2
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%
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•
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result in misstated financial reports, violations of loan covenants, missed reporting deadlines and/or missed permitting deadlines;
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affect our ability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;
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result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information (including information about tenants), which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
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result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space;
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require significant management attention and resources to remedy any damages that result;
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subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or
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adversely impact our reputation among our tenants and investors generally.
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the continuation, renewal or enforcement of our agreements with affiliates of our Sponsor, including the advisory agreement and the property management agreement;
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public offerings of equity by us, which will likely entitle our Advisor to increased acquisition fees and potentially increase the asset management subordinated participation interest assuming the triggers are satisfied;
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sales of properties and other investments to third parties, which entitle our Advisor and New York City Special Limited Partnership, LLC (the "Special Limited Partner") to real estate commissions and possible subordinated incentive distributions, respectively;
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acquisitions of properties and other investments from other programs sponsored directly or indirectly by the Parent of our Sponsor, which may entitle affiliates of our Sponsor to real estate commissions and possibly subordinated incentive fees and distributions in connection with its services for the seller;
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acquisitions of properties and other investments from third parties and loan originations to third parties, which entitle our Advisor to acquisition fees;
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borrowings to acquire properties and other investments and to originate loans, which borrowings generate financing coordination fees and increase the acquisition fees and asset management subordinated participation interests payable to our Advisor assuming the triggers are satisfied;
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whether and when we seek to list our common stock on a national securities exchange, which listing could entitle the Special Limited Partner to a subordinated incentive listing distribution; and
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whether and when we seek to sell our company or its assets, which sale could entitle our Advisor to a subordinated participation in net sales proceeds.
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any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock; or
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an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation.
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80% of the votes entitled to be cast by holders of outstanding voting stock of the corporation; and
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two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
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limitations on capital structure;
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restrictions on specified investments;
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prohibitions on transactions with affiliates; and
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requirements to comply with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.
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changes in general economic or local conditions;
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changes in supply of or demand for similar or competing properties in an area;
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changes in interest rates and availability of mortgage funds that may render the sale of a property difficult or unattractive;
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increases in operating expenses;
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vacancies and inability to lease or sublease space;
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changes in tax, real estate, environmental and zoning laws; and
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periods of high interest rates and tight money supply.
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interest rate increases will reduce the amount of payments leaving us with a debt security generating less than market yields and reducing the value of our real estate debt;
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prepayment rates may increase if interest rates decline causing us to reinvest the proceeds in potentially lower yielding investments;
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decreases in the collateral for a non-recourse mortgage loan will likely reduce the value of the investment even if the borrower is current on payments;
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mezzanine loans investments may be even more volatile because, among other things, the senior lender may be able to exercise remedies that protect the senior lenders but that result in us losing our investment.
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the investment is consistent with their fiduciary obligations under ERISA and the Code;
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the investment is made in accordance with the documents and instruments governing the plan or IRA, including the plan’s or account’s investment policy;
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the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Code;
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the investment will not impair the liquidity of the plan or IRA;
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the investment will not produce an unacceptable amount of UBTI for the plan or IRA;
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the value of the assets of the plan can be established annually in accordance with ERISA requirements and applicable provisions of the plan or IRA; and
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the investment will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
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Portfolio
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Acquisition
Date
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Number
of Properties
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Rentable
Square Feet
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Occupancy
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Remaining
Lease Term
(1)
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421 W. 54th Street - Hit Factory
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Jun. 2014
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1
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12,327
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100.0%
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4.8
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400 E. 67th Street - Laurel Condominium
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Sept. 2014
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1
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58,750
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100.0%
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8.3
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200 Riverside Boulevard - ICON Garage
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Sept. 2014
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1
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61,475
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100.0%
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21.8
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9 Times Square
(2)
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Nov. 2014
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1
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166,640
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52.6%
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4.9
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123 William Street
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Mar. 2015
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1
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542,676
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97.7%
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8.0
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5
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841,868
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89.2%
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7.8
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(1)
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Remaining lease term in years as of
December 31, 2015
, calculated on a weighted-average basis, as applicable.
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(2)
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This property was formerly known as 570 Seventh Avenue.
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(In thousands)
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Future Minimum
Base Rent Payments
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2016
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$
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26,644
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2017
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25,210
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2018
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24,439
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2019
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23,961
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2020
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22,489
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2021
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21,746
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2022
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19,161
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2023
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16,540
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2024
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14,662
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2025
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9,488
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Thereafter
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32,846
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Total
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$
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237,186
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Year of Expiration
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Number of Leases Expiring
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Expiring Annualized Cash Rent
(1)
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Expiring Annualized Cash Rent as a Percentage of the Total Portfolio
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Leased Rentable Square Feet
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Percentage of Portfolio Leased Rentable Square Feet Expiring
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(In thousands)
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2016
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6
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$
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2,367
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6.8
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%
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64,377
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8.6
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%
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2017
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8
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2,887
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8.3
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%
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72,019
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9.6
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%
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2018
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4
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1,227
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3.5
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%
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26,801
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3.6
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%
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2019
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4
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1,463
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4.2
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%
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32,198
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4.3
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%
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2020
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9
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1,562
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4.5
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%
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33,268
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4.4
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%
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2021
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4
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2,023
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5.8
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%
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49,382
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6.6
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%
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2022
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5
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4,705
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13.4
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%
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110,641
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14.7
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%
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2023
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1
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247
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0.7
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%
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2,908
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0.4
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%
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2024
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4
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4,853
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13.9
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%
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76,081
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10.1
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%
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2025
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11
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6,983
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20.0
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%
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116,169
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15.5
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%
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Total
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56
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$
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28,317
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81.1
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%
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583,844
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77.8
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%
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(1)
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Expiring annualized cash rent represents contractual cash base rents at the time of lease expiration, excluding operating expense reimbursements and free rent.
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Tenant
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Rented Square Feet
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Rented Square Feet as a % of Total 123 William Street
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Lease Expiration
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Remaining Lease Term
(1)
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Renewal Options
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Annualized Rental Income
(2)
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(In thousands)
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Planned Parenthood Federation of America, Inc.
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65,242
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12.0%
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Jul. 2031
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15.6
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1 - 5 year option
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$
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3,326
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(1)
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Remaining lease term in years as of
December 31, 2015
.
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(2)
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Annualized rental income as of
December 31, 2015
on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
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Tenant
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Rented Square Feet
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Rented Square Feet as a % of Total 9 Times Square
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Lease Expiration
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Remaining Lease Term
(1)
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Renewal Options
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Annualized Rental Income
(2)
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(In thousands)
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UXC Eclipse (USA) LLC
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8,780
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5.3%
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Sept. 2024
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8.7
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|
None
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$
|
582
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Black Mountain Systems, LLC
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8,780
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5.3%
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Oct. 2022
|
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6.8
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1 - 5 year option
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$
|
552
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(1)
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Remaining lease term in years as of
December 31, 2015
.
|
(2)
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Annualized rental income as of
December 31, 2015
on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
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Tenant
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Rented Square Feet
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Rented Square Feet as a % of Total 400 E. 67th Street
|
|
Lease Expiration
|
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Remaining Lease Term
(1)
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|
Renewal Options
|
|
Annualized Rental Income
(2)
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|||
|
|
|
|
|
|
|
|
|
|
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(In thousands)
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Cornell University
|
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29,321
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49.9%
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Jun. 2024
|
|
8.5
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|
3 - 5 year options
|
|
$
|
2,476
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|
Quik Park East 67th Street LLC
|
|
26,009
|
|
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44.3%
|
|
Nov. 2021
|
|
5.9
|
|
2 - 5 year options
|
|
$
|
854
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|
(1)
|
Remaining lease term in years as of
December 31, 2015
.
|
(2)
|
Annualized rental income as of
December 31, 2015
on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
|
|
|
|
|
Outstanding Loan Amount
|
|
|
|
|
|
|
|
|||
Portfolio
|
|
Encumbered Properties
|
|
December 31, 2015
|
|
Effective Interest Rate
|
|
Interest Rate
|
|
Maturity
|
|
|||
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|||
123 William Street
|
|
1
|
|
$
|
96,000
|
|
(1)
|
2.52
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%
|
(2)
|
Variable
|
|
Mar. 2017
|
(3)
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(1)
|
We may borrow up to
$110.0 million
subject to compliance with certain provisions as described in the terms of the mortgage agreement.
|
(2)
|
Interest rate is one month LIBOR, which was
0.2315%
at
December 31, 2015
, plus a margin of
2.25%
, based on a 360 day year.
|
(3)
|
We have a one-time option to extend the maturity date by
one year
.
|
(In thousands)
|
|
Total Distributions Paid
|
|
Total Distributions Declared
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||||
2015:
|
|
|
|
|
||||
1st Quarter 2015
|
|
$
|
7,898
|
|
|
$
|
8,462
|
|
2nd Quarter 2015
|
|
9,823
|
|
|
10,310
|
|
||
3rd Quarter 2015
|
|
11,217
|
|
|
11,390
|
|
||
4th Quarter 2015
|
|
11,439
|
|
|
11,590
|
|
||
Total 2015
|
|
$
|
40,377
|
|
|
$
|
41,752
|
|
|
|
|
|
|
||||
2014:
|
|
|
|
|
||||
1st Quarter 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
2nd Quarter 2014
|
|
—
|
|
|
186
|
|
||
3rd Quarter 2014
|
|
2,018
|
|
|
3,347
|
|
||
4th Quarter 2014
|
|
5,828
|
|
|
6,855
|
|
||
Total 2014
|
|
$
|
7,846
|
|
|
$
|
10,388
|
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Selling commissions and dealer manager fees
|
|
$
|
22,374
|
|
|
$
|
46,997
|
|
Other offering costs
|
|
6,050
|
|
|
8,628
|
|
||
Total offering costs
|
|
$
|
28,424
|
|
|
$
|
55,625
|
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Total commissions paid to the Former Dealer Manager
|
|
$
|
22,374
|
|
|
$
|
46,997
|
|
Less:
|
|
|
|
|
||||
Commissions to participating brokers
|
|
(15,505
|
)
|
|
(31,920
|
)
|
||
Reallowance to participating broker dealers
|
|
(2,625
|
)
|
|
(5,685
|
)
|
||
Net to the Former Dealer Manager
|
|
$
|
4,244
|
|
|
$
|
9,392
|
|
•
|
after one year from the purchase date - the lower of
$23.13
or
92.5%
of the amount they actually paid for each share; and,
|
•
|
after two years from the purchase date -the lower of
$23.75
or
95.0%
of the amount they actually paid for each share.
|
•
|
after one year from the purchase date -
92.5%
of the Estimated Per-Share NAV;
|
•
|
after two years from the purchase date -
95.0%
of the Estimated Per-Share NAV;
|
•
|
after three years from the purchase date -
97.5%
of the Estimated Per-Share NAV; and,
|
•
|
after four years from the purchase date -
100.0%
of the Estimated Per-Share NAV.
|
|
|
Number of Requests
|
|
Number of Shares Repurchased
|
|
Weighted Average Price per Share
|
||||
Cumulative repurchases as of December 31, 2014
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Three months ended March 31, 2015
|
|
4
|
|
|
4,100
|
|
|
25.00
|
|
|
Three months ended June 30, 2015
|
|
13
|
|
|
60,762
|
|
|
24.67
|
|
|
Three months ended September 30, 2015
|
|
21
|
|
|
47,871
|
|
|
22.97
|
|
|
Three months ended December 31, 2015
(1)
|
|
49
|
|
|
71,047
|
|
|
23.11
|
|
|
Cumulative repurchases as of December 31, 2015
|
|
87
|
|
|
183,780
|
|
|
$
|
23.63
|
|
(1)
|
As permitted under the SRP, our board of directors authorized, with respect to redemption requests received during the three months ended
December 31, 2015
, the repurchase of shares validly submitted for repurchase in an amount equal to 2.5% of the weighted average number of shares of common stock outstanding during the fiscal year ended
December 31, 2014
, representing less than all the shares validly submitted for repurchase during the three months ended
December 31, 2015
. Accordingly,
68,491
shares for
$1.6 million
(in addition to
2,556
shares at a weighted-average repurchase price of
$23.22
processed in the fourth quarter 2015) at an average repurchase price per share of
$23.11
(including all shares submitted for death or disability) were completed in January 2016, while
27,113
shares for
$0.6 million
at an average price per share of
$22.84
were not fulfilled. The accrual for approved but not completed repurchases is reflected in the accounts payable and accrued expenses line of the accompanying consolidated balance sheets. There were no other unfulfilled share repurchases for the period from December 19, 2013 (date of inception) to
December 31, 2015
.
|
|
|
December 31,
|
||||||||||
Balance sheet data
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Total real estate investments, at cost
|
|
$
|
550,369
|
|
|
$
|
270,083
|
|
|
$
|
—
|
|
Total assets
|
|
729,239
|
|
|
458,565
|
|
|
35
|
|
|||
Mortgage notes payable
|
|
96,000
|
|
|
—
|
|
|
—
|
|
|||
Total liabilities
|
|
133,100
|
|
|
21,159
|
|
|
35
|
|
|||
Total equity
|
|
596,139
|
|
|
437,406
|
|
|
—
|
|
|
|
Year Ended December 31,
|
|
Period from December 19, 2013 (date of inception) to December 31,
|
||||||||
Operating data
(In thousands, except share and per share data)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Total revenues
|
|
$
|
26,436
|
|
|
$
|
2,851
|
|
|
$
|
—
|
|
Total operating expenses
|
|
38,849
|
|
|
9,386
|
|
|
—
|
|
|||
Operating loss
|
|
(12,413
|
)
|
|
(6,535
|
)
|
|
—
|
|
|||
Total other income (expense)
|
|
(3,372
|
)
|
|
16
|
|
|
—
|
|
|||
Net loss
|
|
$
|
(15,785
|
)
|
|
$
|
(6,519
|
)
|
|
$
|
—
|
|
Other data:
|
|
|
|
|
|
|
||||||
Cash flows used in operations
|
|
$
|
(5,194
|
)
|
|
$
|
(4,965
|
)
|
|
$
|
—
|
|
Cash flows used in investing activities
|
|
(169,164
|
)
|
|
(256,567
|
)
|
|
—
|
|
|||
Cash flows provided by financing activities
|
|
172,717
|
|
|
445,873
|
|
|
—
|
|
|||
Per share data:
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per common share
(1)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
—
|
|
Distributions declared per common share
|
|
$
|
1.51
|
|
|
$
|
0.84
|
|
|
$
|
—
|
|
Basic and diluted weighted-average number of common shares outstanding
(1)
|
|
27,599,363
|
|
|
6,849,166
|
|
|
—
|
|
(1)
|
During the year ended December 31, 2015, we identified a historical error in the preparation of our basic and diluted weighted average shares for the full year ended December 31, 2014 and, as a result, understated the reported amount of basic and diluted weighted average shares outstanding and overstated basic and diluted net loss per share for the year ended December 31, 2014. Historical information has been revised to correct this error.
|
|
|
Three Months Ended
|
|
Year Ended
|
||||||||||||||||
(In thousands)
|
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
December 31, 2015
|
|
December 31, 2015
|
||||||||||
Net loss (in accordance with GAAP)
|
|
$
|
(7,239
|
)
|
|
$
|
(2,182
|
)
|
|
$
|
(2,305
|
)
|
|
$
|
(4,059
|
)
|
|
$
|
(15,785
|
)
|
Depreciation and amortization
|
|
1,839
|
|
|
4,937
|
|
|
4,822
|
|
|
5,161
|
|
|
16,759
|
|
|||||
FFO
|
|
(5,400
|
)
|
|
2,755
|
|
|
2,517
|
|
|
1,102
|
|
|
974
|
|
|||||
Acquisition and transaction-related fees and expenses
|
|
5,949
|
|
|
63
|
|
|
—
|
|
|
3
|
|
|
6,015
|
|
|||||
Accretion of below- and amortization of above-market lease liabilities and assets, net
|
|
(218
|
)
|
|
(659
|
)
|
|
(648
|
)
|
|
(951
|
)
|
|
(2,476
|
)
|
|||||
Straight-line rent
|
|
(215
|
)
|
|
(1,548
|
)
|
|
(1,259
|
)
|
|
(780
|
)
|
|
(3,802
|
)
|
|||||
Other-than-temporary impairment on investment securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
70
|
|
|||||
MFFO
|
|
$
|
116
|
|
|
$
|
611
|
|
|
$
|
610
|
|
|
$
|
(556
|
)
|
|
$
|
781
|
|
|
|
Number of Requests
|
|
Number of Shares Repurchased
|
|
Weighted Average Price per Share
|
||||
Cumulative repurchases as of December 31, 2014
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Three months ended March 31, 2015
|
|
4
|
|
|
4,100
|
|
|
25.00
|
|
|
Three months ended June 30, 2015
|
|
13
|
|
|
60,762
|
|
|
24.67
|
|
|
Three months ended September 30, 2015
|
|
21
|
|
|
47,871
|
|
|
22.97
|
|
|
Three months ended December 31, 2015
(1)
|
|
49
|
|
|
71,047
|
|
|
23.11
|
|
|
Cumulative repurchases as of December 31, 2015
|
|
87
|
|
|
183,780
|
|
|
$
|
23.63
|
|
(1)
|
As permitted under the SRP, our board of directors authorized, with respect to redemption requests received during the three months ended
December 31, 2015
, the repurchase of shares validly submitted for repurchase in an amount equal to 2.5% of the weighted average number of shares of common stock outstanding during the fiscal year ended
December 31, 2014
, representing less than all the shares validly submitted for repurchase during the three months ended
December 31, 2015
. Accordingly,
68,491
shares for
$1.6 million
(in addition to
2,556
shares at a weighted-average repurchase price of
$23.22
processed in the fourth quarter 2015) at an average repurchase price per share of
$23.11
(including all shares submitted for death or disability) were completed in January 2016, while
27,113
shares for
$0.6 million
at an average price per share of
$22.84
were not fulfilled. The accrual for approved but not completed repurchases is reflected in the accounts payable and accrued expenses line of the accompanying consolidated balance sheets. There were no other unfulfilled share repurchases for the period from December 19, 2013 (date of inception) to
December 31, 2015
.
|
|
|
Three Months Ended
|
|
Year Ended
|
|||||||||||||||||||||||||||||||
|
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
December 31, 2015
|
|
December 31, 2015
|
|||||||||||||||||||||||||
(In thousands)
|
|
|
|
Percentage of Distributions
|
|
|
|
Percentage of Distributions
|
|
|
|
Percentage of Distributions
|
|
|
|
Percentage of Distributions
|
|
|
|
Percentage of Distributions
|
|||||||||||||||
Distributions:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Distributions to stockholders
|
|
$
|
7,898
|
|
|
|
|
$
|
9,823
|
|
|
|
|
$
|
11,217
|
|
|
|
|
$
|
11,440
|
|
|
|
|
$
|
40,378
|
|
|
|
|||||
Source of distribution coverage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash flows provided by operations
(2)
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Proceeds from the sale of shares through DRIP
|
|
4,011
|
|
|
50.8
|
%
|
|
4,811
|
|
|
49.0
|
%
|
|
4,234
|
|
|
37.7
|
%
|
|
4,574
|
|
|
40.0
|
%
|
|
17,630
|
|
|
43.7
|
%
|
|||||
Offering proceeds from issuance of common stock
|
|
3,887
|
|
|
49.2
|
%
|
|
5,012
|
|
|
51.0
|
%
|
|
6,983
|
|
|
62.3
|
%
|
|
6,866
|
|
|
60.0
|
%
|
|
22,748
|
|
|
56.3
|
%
|
|||||
Proceeds from financings
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Total sources of distributions
|
|
$
|
7,898
|
|
|
100.0
|
%
|
|
$
|
9,823
|
|
|
100.0
|
%
|
|
$
|
11,217
|
|
|
100.0
|
%
|
|
$
|
11,440
|
|
|
100.0
|
%
|
|
$
|
40,378
|
|
|
100.0
|
%
|
Cash flows provided by (used in) operations (GAAP basis)
(2)
|
|
$
|
(5,402
|
)
|
|
|
|
$
|
590
|
|
|
|
|
$
|
(3,426
|
)
|
|
|
|
$
|
3,044
|
|
|
|
|
$
|
(5,194
|
)
|
|
|
|||||
Net loss (in accordance with GAAP)
|
|
$
|
(7,239
|
)
|
|
|
|
$
|
(2,182
|
)
|
|
|
|
$
|
(2,305
|
)
|
|
|
|
$
|
(4,059
|
)
|
|
|
|
$
|
(15,785
|
)
|
|
|
(1)
|
Excludes distributions related to Class B Units, the expense for which is included in general and administrative expenses on the consolidated statements of operations and comprehensive loss.
|
(2)
|
Cash flows used in operations for
year ended December 31, 2015
includes cash acquisition and transaction related expenses of
$6.0 million
.
|
|
|
For the Period
|
||
|
|
from December 19, 2013
|
||
|
|
(date of inception) to
|
||
(In thousands)
|
|
December 31, 2015
|
||
Distributions paid:
|
|
|
||
Total distributions paid
|
|
$
|
48,224
|
|
|
|
|
||
Reconciliation of net loss:
|
|
|
||
Revenues
|
|
$
|
29,287
|
|
Acquisition and transaction-related
|
|
(12,163
|
)
|
|
Depreciation and amortization
|
|
(18,774
|
)
|
|
Other operating expenses
|
|
(17,298
|
)
|
|
Other non-operating expenses
|
|
(3,356
|
)
|
|
Net loss (in accordance with GAAP)
(1)
|
|
$
|
(22,304
|
)
|
|
|
|
||
Cash flows used in operations
|
|
$
|
(10,159
|
)
|
|
|
|
||
FFO
|
|
$
|
(3,530
|
)
|
(1)
|
Net loss as defined by GAAP includes the non-cash impact of depreciation and amortization as well as costs incurred relating to acquisitions and related transactions.
|
|
|
|
|
Years Ended December 31,
|
|
|
||||||||||||||
(In thousands)
|
|
Total
|
|
2016
|
|
2017 — 2018
|
|
2019 — 2020
|
|
Thereafter
|
||||||||||
Mortgage note payable:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments
|
|
$
|
96,000
|
|
|
$
|
—
|
|
|
$
|
96,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest payments
|
|
$
|
2,997
|
|
|
$
|
2,415
|
|
|
$
|
582
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
|
2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and
|
3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.
|
Exhibit No.
|
|
Description
|
3.1
(1)
|
|
Articles of Amendment and Restatement for American Realty Capital New York City REIT, Inc.
|
3.2
(7)
|
|
Bylaws of American Realty Capital New York City REIT, Inc.
|
4.1
(2)
|
|
Agreement of Limited Partnership of New York City Operating Partnership, L.P., dated as of April 24, 2014
|
4.2
(13)
|
|
First Amendment to Agreement of Limited Partnership of New York City Operating Partnership, L.P., dated as of November 5, 2015
|
10.1
(11)
|
|
Amended and Restated Advisory Agreement, dated as of June 26, 2015, by and among American Realty Capital New York City REIT, Inc., New York City Operating Partnership, L.P. and New York City Advisors, LLC
|
10.2
(14)
|
|
First Amendment to Amended and Restated Advisory Agreement, dated as of November 5, 2015, among American Realty Capital New York City REIT, Inc., New York City Operating Partnership, L.P. and New York City Advisors, LLC
|
10.3
(2)
|
|
Property Management and Leasing Agreement, dated as of April 24, 2014, by and among American Realty Capital New York City REIT, Inc., New York City Operating Partnership, L.P. and New York City Properties, LLC
|
10.4
(3)
|
|
Employee and Director Incentive Restricted Share Plan of American Realty Capital New York City REIT, Inc.
|
10.5
(4)
|
|
Form of Restricted Share Award Agreement Pursuant to the Employee and Director Incentive Restricted Share Plan of American Realty Capital New York City REIT, Inc.
|
10.6
(2)
|
|
Purchase and Sale Agreement, dated June 4, 2014, by and among American Realty Capital New York City REIT, Inc., Sagamore 54th St. Investments LLC and Sagamore Arizona LLC
|
10.7
(2)
|
|
Purchase and Sale Agreement, dated August 7, 2014, by and between 200 Riverside Parking LLC and ARC NYC200RIVER01, LLC
|
10.8
(2)
|
|
Purchase and Sale Agreement, dated August 8, 2014, by and between USPF IV Laurel Retail Owner, L.P. and ARC NYC400E67, LLC
|
10.9
(5)
|
|
Agreement of Purchase and Sale, dated October 11, 2014, by and between 570 7th Avenue Property Owner, L.L.C. and ARC NYC570Seventh, LLC
|
10.10
(9)
|
|
Purchase and Sale Agreement, dated January 27, 2015, by and between EEGO 123 William Owner, LLC and ARC NYC123WILLIAM, LLC
|
10.11
(6)
|
|
Indemnification Agreement, dated as of December 31, 2014, between the Company and certain directors, officers and service providers
|
10.12
(10)
|
|
Indemnification Agreement, dated as of June 5, 2015, between the Company and Nicholas Radesca
|
10.13
(12)
|
|
Indemnification Agreement, dated as of June 22, 2015, between the Company and Patrick O'Malley
|
10.14 *
|
|
Indemnification Agreement, dated as of February 17, 2016, between the Company and Lee M. Elman
|
14
(2)
|
|
American Realty Capital New York City REIT, Inc. Code of Business Conduct and Ethics
|
16.1
(8)
|
|
Letter from Grant Thornton LLP to the Securities and Exchange Commission dated January 28, 2015
|
21.1 *
|
|
List of Subsidiaries of American Realty Capital New York City REIT, Inc.
|
23.1 *
|
|
Consent of KPMG LLP
|
31.1 *
|
|
Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2 *
|
|
Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32 *
|
|
Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101 *
|
|
XBRL (eXtensible Business Reporting Language). The following materials from American Realty Capital New York City REIT, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
|
(1)
|
Filed as an exhibit to the Company’s Registration Statement on Form S-11/A filed with the SEC on April 21, 2014.
|
(2)
|
Filed as an exhibit to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2014.
|
(3)
|
Filed as an exhibit to the Company's Form 8-A filed with the SEC on March 4, 2015
|
(4)
|
Filed as an exhibit to the Company’s Registration Statement on Form S-11/A filed with the SEC on March 31, 2014.
|
(5)
|
Filed as an exhibit to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2014.
|
(6)
|
Filed as an exhibit to the Company’s Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 4 to Form S-11 filed with the SEC on January 6, 2015
|
(7)
|
Filed as an exhibit to the Company’s Registration Statement on Form S-11 submitted confidentially to the SEC on January 15, 2014.
|
(8)
|
Filed as an exhibit to the Company's Post-Effective Amendment No. 5 to Form S-11 filed with the SEC on January 29, 2015.
|
(9)
|
Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2015.
|
(10)
|
Filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on June 8, 2015.
|
(11)
|
Filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on June 26, 2015.
|
(12)
|
Filed as an exhibit to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2015.
|
(13)
|
Filed as an exhibit to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015.
|
|
AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC.
|
|
|
By:
|
/s/ MICHAEL A. HAPPEL
|
|
|
MICHAEL A. HAPPEL
|
|
|
CHIEF EXECUTIVE OFFICER, PRESIDENT AND SECRETARY
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Michael A. Happel
|
|
Chief Executive Officer, President and Secretary
(Principal Executive Officer)
|
|
March 15, 2016
|
Michael A. Happel
|
|
|
|
|
|
|
|
|
|
/s/ Nicholas Radesca
|
|
Interim Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
|
March 15, 2016
|
Nicholas Radesca
|
|
|
|
|
|
|
|
|
|
/s/ Edward M. Weil, Jr.
|
|
Executive Chairman of the Board of Directors
|
|
March 15, 2016
|
Edward M. Weil, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Lee M. Elman
|
|
Independent Director, Audit Committee Chair
|
|
March 15, 2016
|
Lee M. Elman
|
|
|
|
|
|
|
|
|
|
/s/ Elizabeth K. Tuppeny
|
|
Independent Director
|
|
March 15, 2016
|
Elizabeth K. Tuppeny
|
|
|
|
|
|
|
|
|
|
/s/ Abby M. Wenzel
|
|
Independent Director
|
|
March 15, 2016
|
Abby M. Wenzel
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Schedule:
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Real estate investments, at cost:
|
|
|
|
||||
Land
|
$
|
133,380
|
|
|
$
|
83,316
|
|
Buildings and improvements
|
336,582
|
|
|
139,489
|
|
||
Acquired intangible assets
|
80,407
|
|
|
47,278
|
|
||
Total real estate investments, at cost
|
550,369
|
|
|
270,083
|
|
||
Less accumulated depreciation and amortization
|
(18,045
|
)
|
|
(1,970
|
)
|
||
Total real estate investments, net
|
532,324
|
|
|
268,113
|
|
||
Cash and cash equivalents
|
182,700
|
|
|
184,341
|
|
||
Investment securities, at fair value
|
472
|
|
|
490
|
|
||
Receivables for sale of common stock
|
—
|
|
|
2,003
|
|
||
Prepaid expenses and other assets (including amounts due from related parties of $819 at December 31, 2015)
|
7,635
|
|
|
3,618
|
|
||
Deferred costs, net
|
6,108
|
|
|
—
|
|
||
Total assets
|
$
|
729,239
|
|
|
$
|
458,565
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Mortgage note payable
|
$
|
96,000
|
|
|
$
|
—
|
|
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $184 and $1,109 at December 31, 2015 and 2014, respectively)
|
4,889
|
|
|
3,025
|
|
||
Below-market lease liabilities, net
|
26,644
|
|
|
15,367
|
|
||
Deferred revenue
|
1,651
|
|
|
225
|
|
||
Distributions payable
|
3,916
|
|
|
2,542
|
|
||
Total liabilities
|
133,100
|
|
|
21,159
|
|
||
|
|
|
|
||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding at December 31, 2015 and 2014
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 300,000,000 shares authorized, 30,410,467 and 20,569,012 shares issued and outstanding as of December 31, 2015 and 2014, respectively
|
304
|
|
|
206
|
|
||
Additional paid-in capital
|
670,279
|
|
|
454,131
|
|
||
Accumulated other comprehensive loss
|
—
|
|
|
(24
|
)
|
||
Accumulated deficit
|
(74,444
|
)
|
|
(16,907
|
)
|
||
Total stockholders' equity
|
596,139
|
|
|
437,406
|
|
||
Total liabilities and stockholders' equity
|
$
|
729,239
|
|
|
$
|
458,565
|
|
|
|
Year Ended December 31,
|
|
Period from December 19, 2013
(date of inception) to
|
||||||||
|
|
2015
|
|
2014
|
|
December 31, 2013
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Rental income
|
|
$
|
24,472
|
|
|
$
|
2,661
|
|
|
$
|
—
|
|
Operating expense reimbursements and other revenue
|
|
1,964
|
|
|
190
|
|
|
—
|
|
|||
Total revenues
|
|
26,436
|
|
|
2,851
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Property operating
|
|
11,296
|
|
|
688
|
|
|
—
|
|
|||
Operating fees incurred from related parties
|
|
1,145
|
|
|
—
|
|
|
—
|
|
|||
Acquisition and transaction related
|
|
6,015
|
|
|
6,148
|
|
|
—
|
|
|||
General and administrative
|
|
3,634
|
|
|
535
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
16,759
|
|
|
2,015
|
|
|
—
|
|
|||
Total operating expenses
|
|
38,849
|
|
|
9,386
|
|
|
—
|
|
|||
Operating loss
|
|
(12,413
|
)
|
|
(6,535
|
)
|
|
—
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(3,554
|
)
|
|
—
|
|
|
—
|
|
|||
Income from investment securities and interest
|
|
252
|
|
|
16
|
|
|
—
|
|
|||
Other-than-temporary impairment on investment securities
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|||
Total other income (expense)
|
|
(3,372
|
)
|
|
16
|
|
|
—
|
|
|||
Net loss
|
|
$
|
(15,785
|
)
|
|
$
|
(6,519
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized loss on investment securities
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|||
Reclassification adjustment for other-than-temporary impairment losses recognized in earnings
|
|
24
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive loss
|
|
$
|
(15,761
|
)
|
|
$
|
(6,543
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted weighted average shares outstanding
|
|
27,599,363
|
|
|
6,849,166
|
|
|
—
|
|
|||
Basic and diluted net loss per share
|
|
$
|
(0.57
|
)
|
|
$
|
(0.95
|
)
|
|
NM
|
|
|
Dividends declared per common share
|
|
$
|
1.51
|
|
|
$
|
0.84
|
|
|
$
|
—
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Number of
Shares
|
|
Par Value
|
|
Additional
Paid-in
Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
|||||||||||
Balance, December 19, 2013 (date of inception)
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance, December 31, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock
|
20,374,429
|
|
|
204
|
|
|
505,219
|
|
|
—
|
|
|
—
|
|
|
505,423
|
|
|||||
Common stock offering costs, commissions and dealer manager fees
|
—
|
|
|
—
|
|
|
(55,625
|
)
|
|
—
|
|
|
—
|
|
|
(55,625
|
)
|
|||||
Common stock issued through distribution reinvestment plan
|
190,584
|
|
|
2
|
|
|
4,524
|
|
|
—
|
|
|
—
|
|
|
4,526
|
|
|||||
Share-based compensation
|
3,999
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,388
|
)
|
|
(10,388
|
)
|
|||||
Unrealized loss on investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,519
|
)
|
|
(6,519
|
)
|
|||||
Balance, December 31, 2014
|
20,569,012
|
|
|
206
|
|
|
454,131
|
|
|
(24
|
)
|
|
(16,907
|
)
|
|
437,406
|
|
|||||
Issuance of common stock
|
9,165,430
|
|
|
91
|
|
|
228,506
|
|
|
—
|
|
|
—
|
|
|
228,597
|
|
|||||
Common stock offering costs, commissions and dealer manager fees
|
—
|
|
|
—
|
|
|
(28,424
|
)
|
|
—
|
|
|
—
|
|
|
(28,424
|
)
|
|||||
Common stock issued through distribution reinvestment plan
|
858,472
|
|
|
9
|
|
|
20,381
|
|
|
—
|
|
|
—
|
|
|
20,390
|
|
|||||
Common stock repurchases
|
(183,780
|
)
|
|
(2
|
)
|
|
(4,341
|
)
|
|
—
|
|
|
—
|
|
|
(4,343
|
)
|
|||||
Share-based compensation
|
1,333
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,752
|
)
|
|
(41,752
|
)
|
|||||
Reclassification adjustment for other-than-temporary impairment losses recognized in earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,785
|
)
|
|
(15,785
|
)
|
|||||
Balance, December 31, 2015
|
30,410,467
|
|
|
$
|
304
|
|
|
$
|
670,279
|
|
|
$
|
—
|
|
|
$
|
(74,444
|
)
|
|
$
|
596,139
|
|
|
|
Year Ended December 31,
|
|
Period from
December 19, 2013
(date of inception) to
|
||||||||
|
|
2015
|
|
2014
|
|
December 31, 2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(15,785
|
)
|
|
$
|
(6,519
|
)
|
|
$
|
—
|
|
Adjustment to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
16,759
|
|
|
2,015
|
|
|
—
|
|
|||
Amortization of deferred financing costs
|
|
1,731
|
|
|
—
|
|
|
—
|
|
|||
Accretion of below- and amortization of above-market lease liabilities and assets, net
|
|
(2,476
|
)
|
|
(134
|
)
|
|
—
|
|
|||
Share-based compensation
|
|
26
|
|
|
13
|
|
|
—
|
|
|||
Other-than-temporary impairment on investment securities
|
|
70
|
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
—
|
|
|||||
Prepaid expenses, other assets and deferred costs
|
|
(8,177
|
)
|
|
(1,550
|
)
|
|
—
|
|
|||
Accounts payable, accrued expenses and other liabilities
|
|
1,232
|
|
|
985
|
|
|
—
|
|
|||
Deferred revenue
|
|
1,426
|
|
|
225
|
|
|
—
|
|
|||
Net cash used in operating activities
|
|
(5,194
|
)
|
|
(4,965
|
)
|
|
—
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Investments in real estate
|
|
(157,029
|
)
|
|
(255,967
|
)
|
|
—
|
|
|||
Purchase of investment securities
|
|
(28
|
)
|
|
(514
|
)
|
|
—
|
|
|||
Acquisition funds released from escrow
|
|
2,068
|
|
|
—
|
|
|
—
|
|
|||
Capital expenditures
|
|
(14,175
|
)
|
|
(86
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(169,164
|
)
|
|
(256,567
|
)
|
|
—
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Payments of offering costs and fees related to common stock issuances
|
|
(30,580
|
)
|
|
(54,227
|
)
|
|
—
|
|
|||
Payments of financing costs
|
|
(4,555
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
|
230,600
|
|
|
503,420
|
|
|
—
|
|
|||
Distributions paid
|
|
(19,988
|
)
|
|
(3,320
|
)
|
|
—
|
|
|||
Repurchases of common stock
|
|
(2,760
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
172,717
|
|
|
445,873
|
|
|
—
|
|
|||
Net change in cash and cash equivalents
|
|
(1,641
|
)
|
|
184,341
|
|
|
—
|
|
|||
Cash and cash equivalents, beginning of period
|
|
184,341
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
182,700
|
|
|
$
|
184,341
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
1,817
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Non-Cash Investing and Financing Activities
|
|
|
|
|
|
|
||||||
Receivable for sale of common stock
|
|
—
|
|
|
2,003
|
|
|
—
|
|
|||
Receivable for offering cost reimbursement
|
|
775
|
|
|
—
|
|
|
—
|
|
|||
Mortgage note payable used to acquire investments in real estate
|
|
96,000
|
|
|
—
|
|
|
—
|
|
|||
Accrued stock repurchase requests
|
|
1,583
|
|
|
—
|
|
|
—
|
|
|||
Distributions payable
|
|
3,916
|
|
|
2,542
|
|
|
—
|
|
|||
Accrued offering costs
|
|
17
|
|
|
1,363
|
|
|
—
|
|
|||
Accrued capital expenditures
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Other assets (liabilities) assumed in real estate transactions, net
|
|
29
|
|
|
(642
|
)
|
|
—
|
|
|||
Common stock issued through distribution reinvestment plan
|
|
20,390
|
|
|
4,526
|
|
|
—
|
|
|||
Reclassification of deferred offering costs to equity
|
|
—
|
|
|
35
|
|
|
—
|
|
|
|
December 31, 2015
|
||||||||||
(In thousands)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Intangible assets:
|
|
|
|
|
|
|
||||||
In-place leases
|
|
$
|
44,165
|
|
|
$
|
8,017
|
|
|
$
|
36,148
|
|
Other intangibles
|
|
31,447
|
|
|
1,436
|
|
|
30,011
|
|
|||
Above-market leases
|
|
4,795
|
|
|
628
|
|
|
4,167
|
|
|||
Acquired intangible assets
|
|
$
|
80,407
|
|
|
$
|
10,081
|
|
|
$
|
70,326
|
|
Intangible liabilities:
|
|
|
|
|
|
|
||||||
Below-market lease liabilities
|
|
$
|
29,504
|
|
|
$
|
2,860
|
|
|
$
|
26,644
|
|
|
|
December 31, 2014
|
||||||||||
(In thousands)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Intangible assets:
|
|
|
|
|
|
|
||||||
In-place leases
|
|
$
|
11,920
|
|
|
$
|
721
|
|
|
$
|
11,199
|
|
Other intangibles
|
|
31,447
|
|
|
270
|
|
|
31,177
|
|
|||
Above-market leases
|
|
3,911
|
|
|
136
|
|
|
3,775
|
|
|||
Acquired intangible assets
|
|
$
|
47,278
|
|
|
$
|
1,127
|
|
|
$
|
46,151
|
|
Intangible liabilities:
|
|
|
|
|
|
|
||||||
Below-market lease liabilities
|
|
$
|
15,637
|
|
|
$
|
270
|
|
|
$
|
15,367
|
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Amortization of in-place leases and other intangibles
|
|
$
|
9,596
|
|
|
$
|
1,172
|
|
Amortization and accretion of above- and below market leases, net
|
|
$
|
2,476
|
|
|
$
|
134
|
|
(In thousands)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||
In-place leases
|
|
$
|
7,915
|
|
|
$
|
5,421
|
|
|
$
|
4,867
|
|
|
$
|
4,382
|
|
|
$
|
3,287
|
|
Other intangibles
|
|
1,165
|
|
|
1,165
|
|
|
1,165
|
|
|
1,165
|
|
|
1,165
|
|
|||||
Total to be included in depreciation and amortization
|
|
$
|
9,080
|
|
|
$
|
6,586
|
|
|
$
|
6,032
|
|
|
$
|
5,547
|
|
|
$
|
4,452
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Above-market lease assets
|
|
$
|
(520
|
)
|
|
$
|
(520
|
)
|
|
$
|
(519
|
)
|
|
$
|
(513
|
)
|
|
$
|
(508
|
)
|
Below-market lease liabilities
|
|
2,976
|
|
|
2,778
|
|
|
2,630
|
|
|
2,301
|
|
|
1,914
|
|
|||||
Total to be included in rental income
|
|
$
|
2,456
|
|
|
$
|
2,258
|
|
|
$
|
2,111
|
|
|
$
|
1,788
|
|
|
$
|
1,406
|
|
Year ended December 31, 2014
|
|
As originally reported
|
|
As revised
|
||||
Basic and diluted weighted average shares outstanding
|
|
4,530,066
|
|
|
6,849,166
|
|
||
Basic and diluted net loss per share
|
|
$
|
(1.44
|
)
|
|
$
|
(0.95
|
)
|
|
|
Year Ended December 31,
|
|||||||||
|
|
2015
|
|
2014
|
|||||||
(Dollar amounts in thousands)
|
|
Total
Assets Acquired
|
|
Weighted-Average
Amortization Period
|
|
Total
Assets Acquired
|
|||||
Real estate investments, at cost:
|
|
|
|
|
|
|
|||||
Land
|
|
$
|
50,064
|
|
|
|
|
$
|
83,316
|
|
|
Buildings and improvements
|
|
182,917
|
|
|
|
|
139,403
|
|
|||
Total tangible assets
|
|
232,981
|
|
|
|
|
222,719
|
|
|||
Acquired intangibles:
|
|
|
|
|
|
|
|||||
In-place leases
|
|
33,380
|
|
|
8.3
|
|
|
12,102
|
|
||
Above-market lease assets
|
|
884
|
|
|
7.8
|
|
|
3,911
|
|
||
Other intangibles
|
|
—
|
|
|
—
|
|
|
31,446
|
|
||
Below-market lease liabilities
|
|
(14,245
|
)
|
|
10.3
|
|
|
(15,637
|
)
|
||
Total intangible assets, net
|
|
20,019
|
|
|
8.9
|
|
|
31,822
|
|
||
Total assets acquired, net
|
|
253,000
|
|
|
|
|
254,541
|
|
|||
Mortgage notes payable used to acquire real estate investments
|
|
(96,000
|
)
|
|
|
|
—
|
|
|||
Funds deposited in escrow
|
|
—
|
|
|
|
|
2,068
|
|
|||
Other assets and liabilities assumed, net
|
|
29
|
|
|
|
|
(642
|
)
|
|||
Cash paid for acquired real estate investment
|
|
$
|
157,029
|
|
|
|
|
$
|
255,967
|
|
|
Number of properties purchased
|
|
1
|
|
|
|
|
4
|
|
|
|
Year Ended December 31,
|
||||||
(In thousands, except per share data)
|
|
2015
|
|
2014
|
||||
Pro forma revenues
(1)
|
|
$
|
31,100
|
|
|
$
|
31,232
|
|
Pro forma net loss
(1)
|
|
$
|
(11,186
|
)
|
|
$
|
(14,410
|
)
|
Basic and diluted pro forma net loss per share
|
|
$
|
(0.41
|
)
|
|
$
|
(2.10
|
)
|
(1)
|
For the
year ended December 31, 2015
, aggregate revenues and net loss (excluding acquisition and transaction-related expenses) derived from the Company's acquisitions (for the Company's period of ownership) were
$15.4 million
and
$4.4 million
, respectively.
|
(In thousands)
|
|
Future Minimum
Base Rent Payments
|
||
2016
|
|
$
|
26,644
|
|
2017
|
|
25,210
|
|
|
2018
|
|
24,439
|
|
|
2019
|
|
23,961
|
|
|
2020
|
|
22,489
|
|
|
Thereafter
|
|
114,443
|
|
|
|
|
$
|
237,186
|
|
|
|
|
|
December 31,
|
||
Property Portfolio
|
|
Tenant
|
|
2015
|
|
2014
|
123 William Street
|
|
Planned Parenthood Federation of America, Inc.
|
|
10.7%
|
|
N/A
|
400 E. 67th Street - Laurel Condominium
|
|
Cornell University
|
|
*
|
|
26.0%
|
400 E. 67th Street - Laurel Condominium
|
|
TD Bank, N.A.
|
|
*
|
|
10.9%
|
(In thousands)
|
|
Cost
(1)
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Equity security
|
|
$
|
472
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
472
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Equity security
|
|
$
|
514
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
490
|
|
(1)
|
Net of other-than-temporary impairment charges.
|
|
|
|
|
Outstanding Loan Amount
|
|
|
|
|
|
|
|
|||
Portfolio
|
|
Encumbered Properties
|
|
December 31, 2015
|
|
Effective Interest Rate
|
|
Interest Rate
|
|
Maturity
|
|
|||
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|||
123 William Street
|
|
1
|
|
$
|
96,000
|
|
(1)
|
2.52
|
%
|
(2)
|
Variable
|
|
Mar. 2017
|
(3)
|
(1)
|
The Company may borrow up to
$110.0 million
subject to compliance with certain provisions as described in the terms of the mortgage agreement.
|
(2)
|
Interest rate is one month LIBOR, which was
0.2315%
at
December 31, 2015
, plus a margin of
2.25%
, based on a 360 day year.
|
(3)
|
The Company has a one-time option to extend the maturity date by
one year
.
|
|
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 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.
|
|
|
Quoted Prices in Active Markets
|
|
Significant Other Observable Inputs
|
|
Significant Unobservable Inputs
|
|
|
||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Investment Securities
|
|
$
|
472
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
472
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Investment Securities
|
|
$
|
490
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
490
|
|
|
|
Number of Requests
|
|
Number of Shares Repurchased
|
|
Weighted-Average Price per Share
|
||||
Three months ended March 31, 2015
|
|
4
|
|
|
4,100
|
|
|
$
|
25.00
|
|
Three months ended June 30, 2015
|
|
13
|
|
|
60,762
|
|
|
24.67
|
|
|
Three months ended September 30, 2015
|
|
21
|
|
|
47,871
|
|
|
22.97
|
|
|
Three months ended December 31, 2015
(1)
|
|
49
|
|
|
71,047
|
|
|
23.11
|
|
|
Cumulative repurchases as of December 31, 2015
|
|
87
|
|
|
183,780
|
|
|
$
|
23.63
|
|
(1)
|
As permitted under the SRP, the Company’s board of directors authorized, with respect to redemption requests received during the three months ended
December 31, 2015
, the repurchase of shares validly submitted for repurchase in an amount equal to
2.5%
of the weighted average number of shares of common stock outstanding during the fiscal year ended
December 31, 2014
, representing less than all the shares validly submitted for repurchase during the three months ended
December 31, 2015
. Accordingly,
68,491
shares for
$1.6 million
(in addition to
2,556
shares at a weighted-average repurchase price of
$23.22
processed in the fourth quarter 2015) at an average repurchase price per share of
$23.11
(including all shares submitted for death or disability) completed in January 2016, while
27,113
shares for
$0.6 million
at an average price per share of
$22.84
were not fulfilled. The accrual for approved but not completed repurchases is reflected in the accounts payable and accrued expenses line of the accompanying consolidated balance sheets. There were no other unfulfilled share repurchases for the period from December 19, 2013 (date of inception) to
December 31, 2015
.
|
|
|
Year Ended December 31,
|
|
Period from December 19, 2013
(date of inception) to
|
|
Payable as of December 31,
|
||||||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
December 31, 2013
|
|
2015
|
|
2014
|
||||||||||
Total commissions and fees incurred from the Former Dealer Manager
|
|
$
|
22,374
|
|
|
$
|
46,997
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
197
|
|
|
|
Year Ended December 31,
|
|
Period from December 19, 2013
(date of inception) to
|
|
Payable (Receivable) as of December 31,
|
||||||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
December 31, 2013
|
|
2015
|
|
2014
|
||||||||||
Fees and expense reimbursements from the Advisor and affiliates of the Former Dealer Manager
|
|
$
|
5,194
|
|
|
$
|
6,656
|
|
|
$
|
—
|
|
|
$
|
(758
|
)
|
|
$
|
912
|
|
|
|
Year Ended December 31,
|
|
Period from December 19, 2013
(date of inception) to
|
|
Payable (Receivable)
|
||||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
December 31, 2013
|
|
as of December 31,
|
||||||||||||||||||||||||
(In thousands)
|
|
Incurred
|
|
Waived
|
|
Incurred
|
|
Waived
|
|
Incurred
|
|
Waived
|
|
2015
|
|
2014
|
||||||||||||||||
Acquisition fees and reimbursements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisition fees and related cost reimbursements
|
|
$
|
5,060
|
|
|
$
|
—
|
|
|
$
|
5,251
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financing coordination fees capitalized
|
|
825
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Ongoing fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating fees incurred from related parties
(1)
|
|
1,145
|
|
|
204
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
||||||||
Professional fees and other reimbursements
|
|
1,140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
—
|
|
||||||||
Distributions on Class B Units
|
|
122
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total related party operation fees and reimbursements
|
|
$
|
8,292
|
|
|
$
|
204
|
|
|
$
|
5,253
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
—
|
|
(1)
|
Waived fees for the years ended
December 31, 2015
and
2014
related to property management and leasing fees, which were charged beginning in the third quarter 2015.
|
|
|
Number of
Restricted Shares |
|
Weighted-Average Issue Price
|
|||
Unvested, December 31, 2014
|
|
3,999
|
|
|
$
|
22.50
|
|
Granted
|
|
2,666
|
|
|
22.50
|
|
|
Vested
|
|
(533
|
)
|
|
22.50
|
|
|
Forfeited
|
|
(1,333
|
)
|
|
22.50
|
|
|
Unvested, December 31, 2015
|
|
4,799
|
|
|
$
|
22.50
|
|
|
|
Year Ended December 31,
|
|
Period from December 19, 2013
(date of inception) to
|
||||||||
|
|
2015
|
|
2014
|
|
December 31, 2013
|
||||||
Net loss
(in thousands)
|
|
$
|
(15,785
|
)
|
|
$
|
(6,519
|
)
|
|
$
|
—
|
|
Basic and diluted weighted average shares outstanding
(1)
|
|
27,599,363
|
|
|
6,849,166
|
|
|
—
|
|
|||
Basic and diluted net loss per share
(1)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.95
|
)
|
|
NM
|
|
(1)
|
During the year ended December 31, 2015, the Company identified a historical error in the preparation of its basic and diluted weighted average shares for the full year ended December 31, 2014 and, as a result, understated the reported amount of basic and diluted weighted average shares outstanding and overstated basic and diluted net loss per share for the year ended December 31, 2014. The table above reflects the corrected amounts.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Unvested restricted stock
|
|
4,799
|
|
|
3,999
|
|
|
—
|
|
OP Units
|
|
90
|
|
|
90
|
|
|
—
|
|
Class B units
|
|
159,159
|
|
|
8,361
|
|
|
—
|
|
Total common share equivalents
|
|
164,048
|
|
|
12,450
|
|
|
—
|
|
|
|
Quarters Ended
|
||||||||||||||
(In thousands, except share and per share data)
|
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||||
Total revenues
|
|
$
|
2,803
|
|
|
$
|
7,454
|
|
|
$
|
7,879
|
|
|
$
|
8,300
|
|
Net loss
|
|
$
|
(7,239
|
)
|
|
$
|
(2,182
|
)
|
|
$
|
(2,305
|
)
|
|
$
|
(4,059
|
)
|
Weighted average shares outstanding
|
|
22,694,003
|
|
|
27,332,717
|
|
|
29,867,646
|
|
|
30,393,552
|
|
||||
Basic and diluted net loss per share
|
|
$
|
(0.32
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.13
|
)
|
|
|
Quarters Ended
|
||||||||||||||
(In thousands, except share and per share data)
|
|
March 31, 2014
|
|
June 30, 2014
|
|
September 30, 2014
|
|
December 31, 2014
|
||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
540
|
|
|
$
|
2,268
|
|
Net loss
|
|
$
|
(16
|
)
|
|
$
|
(214
|
)
|
|
$
|
(2,235
|
)
|
|
$
|
(4,054
|
)
|
Weighted average shares outstanding
|
|
8,888
|
|
|
690,143
|
|
|
8,543,271
|
|
|
17,938,717
|
|
||||
Basic and diluted net loss per share
|
|
NM
|
|
|
$
|
(0.31
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.23
|
)
|
•
|
after one year from the purchase date - the lower of
$23.13
or
92.5%
of the amount they actually paid for each share; and,
|
•
|
after two years from the purchase date -the lower of
$23.75
or
95.0%
of the amount they actually paid for each share.
|
•
|
after one year from the purchase date -
92.5%
of the Estimated Per-Share NAV;
|
•
|
after two years from the purchase date -
95.0%
of the Estimated Per-Share NAV;
|
•
|
after three years from the purchase date -
97.5%
of the Estimated Per-Share NAV; and,
|
•
|
after four years from the purchase date -
100.0%
of the Estimated Per-Share NAV.
|
|
|
|
|
|
|
|
|
Initial Costs
|
|
Costs Capitalized Subsequent to Acquisition
|
|
|
|
|
||||||||||||||
Portfolio
|
|
State
|
|
Acquisition Date
|
|
Encumbrances at December 31, 2015
|
|
Land
|
|
Building and Improvements
|
|
Building and Improvements
|
|
Gross Amount at December 31, 2015
(1)(2)
|
|
Accumulated Depreciation
(3)(4)
|
||||||||||||
421 W. 54th Street
|
|
NY
|
|
6/13/2014
|
|
$
|
—
|
|
|
$
|
4,723
|
|
|
$
|
1,757
|
|
|
$
|
—
|
|
|
$
|
6,480
|
|
|
$
|
70
|
|
400 E. 67th Street
|
|
NY
|
|
9/5/2014
|
|
—
|
|
|
10,653
|
|
|
55,682
|
|
|
13
|
|
|
66,348
|
|
|
1,858
|
|
||||||
200 Riverside Blvd
|
|
NY
|
|
9/24/2014
|
|
—
|
|
|
13,787
|
|
|
5,510
|
|
|
—
|
|
|
19,297
|
|
|
172
|
|
||||||
9 Times Square
|
|
NY
|
|
11/5/2014
|
|
—
|
|
|
54,153
|
|
|
76,454
|
|
|
7,949
|
|
|
138,556
|
|
|
2,323
|
|
||||||
123 William Street
|
|
NY
|
|
3/27/2015
|
|
96,000
|
|
|
50,064
|
|
|
182,917
|
|
|
6,300
|
|
|
239,281
|
|
|
3,543
|
|
||||||
|
|
|
|
|
|
$
|
96,000
|
|
|
$
|
133,380
|
|
|
$
|
322,320
|
|
|
$
|
14,262
|
|
|
$
|
469,962
|
|
|
$
|
7,966
|
|
(1)
|
Acquired intangible assets allocated to individual properties in the amount of
$80.4 million
are not reflected in the table above.
|
(2)
|
The gross tax basis of aggregate land, buildings and improvements as of
December 31, 2015
is
$497.7 million
(unaudited).
|
(3)
|
The accumulated depreciation column excludes
$9.6 million
of amortization associated with acquired intangible assets.
|
(4)
|
Each of the properties has a depreciable life of:
40
years for buildings,
15
years for land improvements and
five
to
seven
years for fixtures.
|
(In thousands)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Real estate investments, at cost:
|
|
|
|
|
||||
Balance at beginning of year
|
|
$
|
222,805
|
|
|
$
|
—
|
|
Additions-acquisitions
|
|
232,981
|
|
|
222,719
|
|
||
Capital expenditures
|
|
14,176
|
|
|
86
|
|
||
Disposals
|
|
—
|
|
|
—
|
|
||
Balance at end of the year
|
|
$
|
469,962
|
|
|
$
|
222,805
|
|
|
|
|
|
|
||||
Accumulated depreciation:
|
|
|
|
|
||||
Balance at beginning of year
|
|
$
|
843
|
|
|
$
|
—
|
|
Depreciation expense
|
|
7,123
|
|
|
843
|
|
||
Disposals
|
|
—
|
|
|
—
|
|
||
Balance at the end of the year
|
|
$
|
7,966
|
|
|
$
|
843
|
|
|
|
|
Name
|
|
Jurisdiction
|
New York City Operating Partnership, L.P.
|
|
Delaware
|
ARC NYC421W54, LLC
|
|
Delaware
|
ARC NYC400E67, LLC
|
|
Delaware
|
ARC NYC200RIVER01, LLC
|
|
Delaware
|
ARC NYC123WILLIAM, LLC
|
|
Delaware
|
ARC NYC570SEVENTH, LLC
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of American Realty Capital New York City REIT, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated this 15th day of March, 2016
|
|
/s/ Michael A. Happel
|
|
|
Michael A. Happel
|
|
|
Chief Executive Officer, President and Secretary
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of American Realty Capital New York City REIT, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated this 15th day of March, 2016
|
|
/s/ Nicholas Radesca
|
|
|
Nicholas Radesca
|
|
|
Interim Chief Financial Officer and Treasurer
|
|
|
(Principal Financial Officer)
|
|
/s/ Michael A. Happel
|
|
Michael A. Happel
|
|
Chief Executive Officer, President and Secretary
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Nicholas Radesca
|
|
Nicholas Radesca
|
|
Interim Chief Financial Officer and Treasurer
|
|
(Principal Financial Officer)
|