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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., 3
rd
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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American Realty Capital New York City REIT, Inc.
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(former name or former address, if changed since last report)
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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
x
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Smaller reporting company
x
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Emerging growth company
x
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Page
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•
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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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Effective March 1, 2018, we ceased paying distributions. There can be no assurance we will be able to resume paying distributions at our previous level or at all;
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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 are obligated to pay fees, which may be substantial, to our Advisor and its affiliates;
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•
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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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•
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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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•
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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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Our stockholders are limited in their ability to sell their shares pursuant to our share repurchase program (the “SRP”) which is currently suspended and may have to hold their shares for an indefinite period of time;
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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; and
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•
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As of
December 31, 2018
, we owned only
seven
properties and therefore have limited diversification.
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•
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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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•
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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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•
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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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•
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Low Leverage
- Limit our borrowings to 40% - 50% of the aggregate fair market value of our assets;
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•
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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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•
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Pay Monthly Distributions
- Pay monthly distributions. On February 27, 2018, we suspended distributions we pay to holders of our common stock and our board of directors will continue to evaluate our performance and assess our distribution policy; however, there can be no assurance as to when, or if, we will be able to resume paying distributions or the level at which we pay them; and
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•
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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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•
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we have invested all of the net proceeds from our IPO, so this source of capital is no longer available to us to pursue acquisitions;
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•
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our board of directors suspended our distributions to stockholders effective March 1, 2018 in part to help generate liquidity needed to pursue acquisitions, but the ongoing suspension of distributions, or, if we are able to commence paying distributions again, the perception that future suspensions may occur, could make raising capital by selling shares of our common stock more difficult, and there can be no assurance we will be able to generate sufficient cash from operations, or obtain the necessary debt or equity financing on favorable terms, or at all, in order to consummate an acquisition;
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•
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we may acquire properties that are not accretive and not successfully managed and leased to meet our expectations;
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•
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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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•
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agreements to acquire properties are typically subject to customary conditions to closing, and we may spend significant time and money on potential acquisitions that we do not consummate;
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•
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the process of acquiring or pursuing a new property may divert the attention of our management team from our existing business operations;
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•
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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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•
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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.
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Tenant
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% of Annualized Straight-Line Rent
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City National Bank
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7.4%
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Knotel, Inc.
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5.9%
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Planned Parenthood Federation of America, Inc.
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5.7%
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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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•
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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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•
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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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•
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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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•
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adversely impact our reputation among our tenants and investors generally.
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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, directly or indirectly, 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 shares of voting stock of the corporation; and
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•
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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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•
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changes in general, economic or local conditions;
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•
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changes in supply of or demand for similar or competing properties in an area;
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•
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increases in operating expenses;
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•
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vacancies and inability to lease or sublease space;
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•
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changes in interest rates and availability of mortgage financing on favorable terms, or at all;
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•
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changes in tax, real estate, environmental and zoning laws; and
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•
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the possibility that one or more of our tenants will be unable to pay their rental obligations.
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•
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risk of defaults by borrowers in paying debt service on outstanding indebtedness and to other impairments of our loans
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increased competition from entities engaged in mortgage lending and, or investing in our target assets;
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deterioration in the performance of properties securing our investments may cause deterioration in the performance of
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fluctuations in interest rates and credit spreads could reduce our ability to generate income on our loans and other
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difficulty in redeploying the proceeds from repayments of our existing loans and investments;
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the illiquidity of certain of these investments;
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lack of control over certain of our loans and investments;
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•
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the potential need to foreclose on certain of the loans we originate or acquire, which could result in losses and additional risks, including the risks of the securitization process, posed by investments in CMBS and other similar structured finance investments, as well as those we structure, sponsor or arrange; use of leverage may create a mismatch with the duration and interest rate of the investments that we financing; and
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the need to structure and select our investments such that we continue to maintain our qualification as a REIT and our exemption from registration under the Investment Company Act of 1940, as amended.
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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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—%
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—
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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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7.4
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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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18.8
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9 Times Square
(2)
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Nov. 2014
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1
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167,390
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84.3%
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8.1
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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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98.3%
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7.1
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1140 Avenue of the Americas
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Jun. 2016
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1
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242,466
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91.3%
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3.7
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8713 Fifth Avenue
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Oct. 2018
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1
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17,500
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100.0%
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6.5
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7
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1,102,584
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93.7%
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6.3
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(1)
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Remaining lease term in years as of
December 31, 2018
, 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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2019
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$
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53,347
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2020
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51,404
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2021
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47,237
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2022
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44,018
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2023
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35,920
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2024
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30,889
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2025
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24,128
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2026
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21,533
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2027
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18,763
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2028
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15,698
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Thereafter
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39,215
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Total
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$
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382,152
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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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2019
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11
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$
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4,389
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6.8
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%
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89,727
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8.7
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%
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2020
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14
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3,737
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5.8
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%
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70,684
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6.8
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%
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2021
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6
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5,684
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8.8
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%
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83,000
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8.0
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%
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2022
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10
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7,313
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11.3
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%
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142,081
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13.7
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%
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2023
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6
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7,624
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11.8
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%
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73,856
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7.1
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%
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2024
|
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5
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5,988
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9.3
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%
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88,831
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8.6
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%
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2025
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10
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7,458
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11.6
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%
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121,261
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11.7
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%
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2026
|
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2
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|
1,217
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1.9
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%
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19,000
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1.8
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%
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2027
|
|
2
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|
2,655
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4.1
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%
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46,124
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4.5
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%
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2028
|
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10
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5,210
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8.1
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%
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72,849
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|
|
7.0
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%
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Total
|
|
76
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$
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51,275
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|
|
79.5
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%
|
|
807,413
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|
|
77.9
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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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|||
|
|
|
|
|
|
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|
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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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12.2%
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|
Jul. 2031
|
|
12.6
|
|
1 - 5 year option
|
|
$
|
3,324
|
|
(1)
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Remaining lease term in years as of
December 31, 2018
.
|
(2)
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Annualized rental income as of
December 31, 2018
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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Knotel 200 W 41st, LLC
|
|
26,340
|
|
|
18.7%
|
|
Oct. 2028
|
|
9.8
|
|
1 - 5 year option
|
|
$
|
1,455
|
|
9TS Gifts LLC
|
|
7,479
|
|
|
5.3%
|
|
May 2034
|
|
15.4
|
|
None
|
|
$
|
1,898
|
|
(1)
|
Remaining lease term in years as of
December 31, 2018
.
|
(2)
|
Annualized rental income as of
December 31, 2018
on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
|
Tenant
|
|
Rented Square Feet
|
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Rented Square Feet as a % of Total 1140 Avenue of the Americas
|
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Lease Expiration
|
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Remaining Lease Term
(1)
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|
Renewal Options
|
|
Annualized Rental Income
(2 )
|
|||
|
|
|
|
|
|
|
|
|
|
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(In thousands)
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City National Bank
|
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35,643
|
|
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16.1%
|
|
Jun. 2023
|
|
4.5
|
|
2 - 5 year options
|
|
$
|
4,299
|
|
Waterfall Asset Management, LLC
|
|
25,500
|
|
|
11.5%
|
|
Aug. 2022
|
|
3.7
|
|
1 - 5 year option
|
|
$
|
2,019
|
|
(1)
|
Remaining lease term in years as of
December 31, 2018
.
|
(2)
|
Annualized rental income as of
December 31, 2018
on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
|
|
|
|
|
Outstanding Loan Amount
|
|
|
|
|
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Portfolio
|
|
Encumbered Properties
|
|
December 31, 2018
|
|
Effective Interest Rate
|
|
Interest Rate
|
|
Maturity
|
|||
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|||
123 William Street
(1)
|
|
1
|
|
$
|
140,000
|
|
|
4.73
|
%
|
|
Fixed
|
|
Mar. 2027
|
1140 Avenue of the Americas
|
|
1
|
|
99,000
|
|
|
4.17
|
%
|
|
Fixed
|
|
Jul. 2026
|
|
400 E. 67th Street - Laurel Condominium/200 Riverside Boulevard - ICON Garage
|
|
2
|
|
50,000
|
|
|
4.58
|
%
|
|
Fixed
|
|
May 2028
|
|
8713 Fifth Avenue
|
|
1
|
|
10,000
|
|
|
5.04
|
%
|
|
Fixed
|
|
Nov. 2028
|
|
Mortgage notes payable, gross
|
|
5
|
|
$
|
299,000
|
|
|
4.54
|
%
|
|
|
|
|
(1)
|
We entered into a loan agreement with Barclays Bank PLC, in the amount of
$140.0 million
, on March 6, 2017. A portion of the proceeds from the loan was used to repay the outstanding principal balance of approximately
$96.0 million
on the existing mortgage loan secured by the property. At closing, the lender placed
$24.8 million
of the proceeds in escrow, to be released to us in accordance with the conditions under the loan, in connection with leasing activity, tenant improvements, leasing commissions and free rent obligations related to this property. As of
December 31, 2018
and 2017,
$2.5 million
and $
4.9 million
, respectively, of the proceeds remained in escrow and are included in restricted cash on the consolidated balance sheet.
|
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
|
|
—
|
|
|
$
|
—
|
|
|
1,480,663
|
|
(1)
|
Equity Compensation Plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
1,480,663
|
|
|
(1)
|
The total number of shares granted as awards under the RSP shall not exceed
5.0%
of our outstanding shares of common stock on a fully diluted basis at any time The total number of shares that may be issued under or subject to awards under the RSP is
5.0%
of our outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed
1.5
million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). As of December 31, 2018, we had
31,149,697
shares of our common stock issued and outstanding on a fully diluted basis, and
19,337
shares of our common stock had been issued under or were subject to awards under the RSP.
|
|
|
Number of Shares Repurchased
|
|
Weighted-Average Price per Share
|
|||
|
|
|
|||||
Year ended December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
Year ended December 31, 2015
|
|
183,780
|
|
|
23.63
|
|
|
Year ended December 31, 2016
|
|
461,555
|
|
|
23.62
|
|
|
Year ended December 31, 2017
(1)
|
|
359,458
|
|
|
20.41
|
|
|
Year ended December 31, 2018
(2)
|
|
254,941
|
|
|
20.26
|
|
|
Cumulative repurchases as of December 31, 2018
|
|
1,259,734
|
|
|
22.03
|
|
|
|
December 31,
|
||||||||||||||||||
Balance sheet data
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Total real estate investments, at cost
|
|
$
|
774,494
|
|
|
$
|
753,793
|
|
|
$
|
744,945
|
|
|
$
|
550,369
|
|
|
$
|
270,083
|
|
Total assets
|
|
773,742
|
|
|
760,450
|
|
|
773,604
|
|
|
726,415
|
|
|
458,565
|
|
|||||
Mortgage notes payable, net
|
|
291,653
|
|
|
233,517
|
|
|
191,328
|
|
|
93,176
|
|
|
—
|
|
|||||
Total liabilities
|
|
330,062
|
|
|
278,966
|
|
|
233,413
|
|
|
130,276
|
|
|
21,159
|
|
|||||
Total stockholders’ equity
|
|
443,680
|
|
|
481,484
|
|
|
540,191
|
|
|
596,139
|
|
|
437,406
|
|
Operating data
(In thousands, except share and per share data)
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Total revenues
|
|
$
|
62,399
|
|
|
$
|
58,384
|
|
|
$
|
47,607
|
|
|
$
|
26,436
|
|
|
$
|
2,851
|
|
Total operating expenses
|
|
73,661
|
|
|
70,496
|
|
|
60,312
|
|
|
38,849
|
|
|
9,386
|
|
|||||
Operating loss
|
|
(11,262
|
)
|
|
(12,112
|
)
|
|
(12,705
|
)
|
|
(12,413
|
)
|
|
(6,535
|
)
|
|||||
Total other (expenses) income
|
|
(12,850
|
)
|
|
(10,961
|
)
|
|
(7,060
|
)
|
|
(3,372
|
)
|
|
16
|
|
|||||
Net loss
|
|
$
|
(24,112
|
)
|
|
$
|
(23,073
|
)
|
|
$
|
(19,765
|
)
|
|
$
|
(15,785
|
)
|
|
$
|
(6,519
|
)
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows (used in) provided by operations
|
|
$
|
(7,080
|
)
|
|
$
|
2,282
|
|
|
$
|
4,128
|
|
|
$
|
(5,194
|
)
|
|
$
|
(4,965
|
)
|
Cash flows used in investing activities
|
|
(14,935
|
)
|
|
(10,340
|
)
|
|
(95,880
|
)
|
|
(169,164
|
)
|
|
(256,567
|
)
|
|||||
Cash flows provided by (used in) financing activities
|
|
29,600
|
|
|
5,453
|
|
|
(41,127
|
)
|
|
172,717
|
|
|
445,873
|
|
|||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted net loss per common share
|
|
$
|
(0.77
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.95
|
)
|
Distributions declared per common share
|
|
$
|
0.25
|
|
|
$
|
1.51
|
|
|
$
|
1.51
|
|
|
$
|
1.51
|
|
|
$
|
0.84
|
|
Basic and diluted weighted-average number of common shares outstanding
|
|
31,228,941
|
|
|
31,042,307
|
|
|
30,668,238
|
|
|
27,599,363
|
|
|
6,849,166
|
|
|
|
Q1 2018
|
|
Q2 2018
|
|
Q3 2018
|
|
Q4 2018
|
||||||||
Leasing activity:
|
|
|
|
|
|
|
|
|
||||||||
New Leases:
(1)
|
|
|
|
|
|
|
|
|
||||||||
New leases commenced
|
|
2
|
|
|
4
|
|
|
4
|
|
|
9
|
|
||||
Total square feet leased
|
|
34,789
|
|
|
52,425
|
|
|
19,813
|
|
|
53,507
|
|
||||
Annualized straight-line rent
(2)
|
|
$
|
43.13
|
|
|
$
|
63.70
|
|
|
$
|
98.93
|
|
|
$
|
138.54
|
|
Weighted-average lease term (years)
(3)
|
|
12.7
|
|
|
6.8
|
|
|
11.7
|
|
|
11.5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Replacement leases:
(4)
|
|
|
|
|
|
|
|
|
||||||||
Replacement leases commenced
|
|
2
|
|
|
2
|
|
|
1
|
|
|
1
|
|
||||
Square feet
|
|
30,349
|
|
|
20,216
|
|
|
4,312
|
|
|
12,658
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Terminated Leases:
(5)
|
|
|
|
|
|
|
|
|
||||||||
Number of leases terminated
|
|
1
|
|
|
1
|
|
|
2
|
|
|
—
|
|
||||
Square feet
|
|
12,658
|
|
|
12,327
|
|
|
9,765
|
|
|
—
|
|
||||
Annualized straight-line rent
(2)
|
|
$
|
55.08
|
|
|
$
|
49.31
|
|
|
$
|
48.48
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tenant improvements on replacement leases per square foot
(6)
|
|
$
|
23.39
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Leasing commissions on replacement leases per square foot
(6)
|
|
$
|
7.49
|
|
|
$
|
8.93
|
|
|
$
|
—
|
|
|
$
|
25.47
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss (in accordance with GAAP)
|
|
$
|
(24,112
|
)
|
|
$
|
(23,073
|
)
|
|
$
|
(19,765
|
)
|
Depreciation and amortization
|
|
29,690
|
|
|
29,539
|
|
|
25,586
|
|
|||
FFO
|
|
5,578
|
|
|
6,466
|
|
|
5,821
|
|
|||
Acquisition and transaction related
|
|
407
|
|
|
6
|
|
|
3,695
|
|
|||
Accretion of below- and amortization of above-market lease liabilities and assets, net
|
|
(2,044
|
)
|
|
(2,247
|
)
|
|
(2,376
|
)
|
|||
Straight-line rent adjustment
|
|
(4,544
|
)
|
|
(3,498
|
)
|
|
(4,515
|
)
|
|||
Straight-line ground rent adjustment
|
|
109
|
|
|
109
|
|
|
2,454
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
131
|
|
|
—
|
|
|||
(Gain) loss on sale of investment securities
|
|
—
|
|
|
(24
|
)
|
|
5
|
|
|||
MFFO
|
|
$
|
(494
|
)
|
|
$
|
943
|
|
|
$
|
5,084
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss (in accordance with GAAP)
|
|
$
|
(24,112
|
)
|
|
$
|
(23,073
|
)
|
|
$
|
(19,765
|
)
|
Income from Investment Securities and Interest
|
|
(444
|
)
|
|
(245
|
)
|
|
(344
|
)
|
|||
General and administrative
|
|
8,975
|
|
|
8,087
|
|
|
4,933
|
|
|||
Asset and property management fees to related parties
|
|
6,211
|
|
|
6,039
|
|
|
5,179
|
|
|||
Acquisition and transaction related
|
|
407
|
|
|
6
|
|
|
3,695
|
|
|||
Depreciation and amortization
|
|
29,690
|
|
|
29,539
|
|
|
25,586
|
|
|||
Interest Expense
|
|
13,294
|
|
|
11,230
|
|
|
7,404
|
|
|||
Gain on sale of investment securities
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|||
Accretion of below- and amortization of above-market lease liabilities and assets, net
|
|
(2,044
|
)
|
|
(2,247
|
)
|
|
(2,376
|
)
|
|||
Straight-line rent adjustment
|
|
(4,544
|
)
|
|
(3,498
|
)
|
|
(4,515
|
)
|
|||
Straight-line ground rent adjustment
|
|
109
|
|
|
109
|
|
|
2,454
|
|
|||
Cash NOI
|
|
$
|
27,542
|
|
|
$
|
25,923
|
|
|
$
|
22,251
|
|
|
|
Number of Shares Repurchased
|
|
Weighted-Average Price per Share
|
|||
|
|
|
|||||
Year ended December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
Year ended December 31, 2015
|
|
183,780
|
|
|
23.63
|
|
|
Year ended December 31, 2016
|
|
461,555
|
|
|
23.62
|
|
|
Year ended December 31, 2017
(1)
|
|
359,458
|
|
|
20.41
|
|
|
Year ended December 31, 2018
(2)
|
|
254,941
|
|
|
20.26
|
|
|
Cumulative repurchases as of December 31, 2018
|
|
1,259,734
|
|
|
22.03
|
|
|
|
|
|
Years Ended December 31,
|
|
|
||||||||||||||
(In thousands)
|
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
||||||||||
Mortgage notes payable:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments
|
|
$
|
299,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
299,000
|
|
Interest payments
|
|
124,557
|
|
|
13,541
|
|
|
27,119
|
|
|
27,082
|
|
|
56,815
|
|
|||||
Ground lease payments
|
|
235,722
|
|
|
4,746
|
|
|
9,492
|
|
|
$
|
9,492
|
|
|
211,992
|
|
||||
Total
|
|
$
|
659,279
|
|
|
$
|
18,287
|
|
|
$
|
36,611
|
|
|
$
|
36,574
|
|
|
$
|
567,807
|
|
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
*
|
|
Articles of Amendment for American Realty Capital New York City REIT, Inc., dated March 13, 2019
|
3.3
(1)
|
|
Amended and Restated 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
(3)
|
|
First Amendment to Agreement of Limited Partnership of New York City Operating Partnership, L.P., dated as of November 5, 2015
|
4.3
(4)
|
|
Amended and Restated Distribution Reinvestment Plan
|
10.1
(5)
|
|
Second Amended and Restated Advisory Agreement, dated as of November 16, 2018, 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
(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
|
10.3
(6)
|
|
First Amendment, dated as of April 13, 2018, to 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
(5)
|
|
Second Amendment, dated as of November 16, 2018, to 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
|
10.5
(6)
|
|
Property Management and Leasing Agreement, dated as of April 13, 2018, by and among New York City Properties, LLC and the other parties thereto
|
10.6
(7)
|
|
Amended and Restated Employee and Director Incentive Restricted Share Plan of American Realty Capital New York City REIT, Inc., effective as of November 8, 2017
|
10.7
(8)
|
|
Indemnification Agreement, dated as of December 31, 2014, between the Company and William M. Kahane, Elizabeth K. Tuppeny, Robert T. Cassato, Nicholas S. Schorsch, Michael A. Happel, Gregory W. Sullivan, and RCS Capital Corporation
|
10.8
(9)
|
|
Indemnification Agreement, dated as of June 5, 2015, between the Company and Nicholas Radesca
|
10.9
(10)
|
|
Indemnification Agreement, dated as of June 22, 2015, between the Company and Patrick O’Malley
|
10.10
(1)
|
|
Form of Indemnification Agreement
|
10.11
(11)
|
|
Loan Agreement, dated as of June 15, 2016, between ARC NYC1140SIXTH, LLC and Ladder Capital Finance I LLC
|
10.12
(11)
|
|
Form of Restricted Stock Award Agreement
|
10.13
(12)
|
|
Loan Agreement, dated as of March 6, 2017, between Barclays Bank PLC, as lender, and ARC NYC123WILLIAM, LLC, as borrower
|
10.14
(12)
|
|
Limited Recourse Guaranty, dated as of March 6, 2017, made by New York City Operating Partnership, L.P., as guarantor, in favor of Barclays Bank PLC, as lender
|
10.15
(12)
|
|
Environmental Indemnity Agreement, dated as of March 6, 2017, made by ARC NYC123WILLIAM, LLC, as borrower, and New York City Operating Partnership, L.P., as principal, in favor of Barclays Bank PLC, as indemnitee
|
10.16
(13)
|
|
Settlement Agreement dated as of February 9, 2018, by and among American Realty Capital New York City REIT, Inc., Cove Partners III LLC and the other signatories thereto
|
10.17
(1)
|
|
Loan Agreement, dated as of April 13, 2018, by and among ARC NYC400E67, LLC and ARC NYC200RIVER01, LLC, as borrowers, and Societe Generale, as lender
|
10.18
(1)
|
|
Guaranty of Recourse Obligations made by New York City Operating Partnership, L.P., as guarantor, in favor of Societe Generale, dated as of April 13, 2018
|
21.1
*
|
|
List of Subsidiaries of 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.
|
99.1
(14)
|
|
Second Amended and Restated Share Repurchase Program effective as of July 14, 2017.
|
99.2
(15)
|
|
Amendment to Second Amended and Restated Share Repurchase Program effective as of August 25, 2018.
|
101 *
|
|
XBRL (eXtensible Business Reporting Language). The following materials from New York City REIT, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
|
(1)
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2018.
|
(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 Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015.
|
(4)
|
Filed as Appendix A to the Company’s Registration Statement on Form S-3 filed with the SEC on May 22, 2015.
|
(5)
|
Filed as an exhibit to the Company’s Form 8-K filed with the SEC on November 19, 2018.
|
(6)
|
Filed as an exhibit to the Company’s Tender Offer Statement on Schedule TO filed with the SEC on June 15, 2018.
|
(7)
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017.
|
(8)
|
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 7, 2015.
|
(9)
|
Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2015.
|
(10)
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2015.
|
(11)
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2016.
|
(12)
|
Filed as an exhibit to the Company’s Form 8-K filed with the SEC on March 10, 2017.
|
(13)
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2018.
|
(14)
|
Filed as an exhibit to the Company’s Form 8-K filed with the SEC on June 14, 2017.
|
(15)
|
Filed as an exhibit to the Company’s Form 8-K filed with the SEC on August 24, 2018.
|
|
NEW YORK CITY REIT, INC.
|
|
|
By:
|
/s/ EDWARD M. WEIL
|
|
|
EDWARD M. WEIL
|
|
|
EXECUTIVE CHAIRMAN, CHIEF EXECUTIVE OFFICER, PRESIDENT AND SECRETARY
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Edward M. Weil, Jr.
|
|
Executive Chairman, Chief Executive Officer, President and Secretary (Principal Executive Officer)
|
|
March 15, 2019
|
Edward M. Weil, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Katie P. Kurtz
|
|
Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
|
March 15, 2019
|
Katie P. Kurtz
|
|
|
|
|
|
|
|
|
|
/s/ Lee M. Elman
|
|
Independent Director, Audit Committee Chair, Conflicts Committee Chair
|
|
March 15, 2019
|
Lee M. Elman
|
|
|
|
|
|
|
|
|
|
/s/ Elizabeth K. Tuppeny
|
|
Independent Director
|
|
March 15, 2019
|
Elizabeth K. Tuppeny
|
|
|
|
|
|
|
|
|
|
/s/ Abby M. Wenzel
|
|
Independent Director
|
|
March 15, 2019
|
Abby M. Wenzel
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Schedule:
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Real estate investments, at cost:
|
|
|
|
||||
Land
|
$
|
138,110
|
|
|
$
|
133,380
|
|
Buildings and improvements
|
533,099
|
|
|
514,459
|
|
||
Acquired intangible assets
|
103,285
|
|
|
105,954
|
|
||
Total real estate investments, at cost
|
774,494
|
|
|
753,793
|
|
||
Less accumulated depreciation and amortization
|
(90,235
|
)
|
|
(64,926
|
)
|
||
Total real estate investments, net
|
684,259
|
|
|
688,867
|
|
||
Cash and cash equivalents
|
47,952
|
|
|
39,598
|
|
||
Restricted cash
|
6,849
|
|
|
7,618
|
|
||
Prepaid expenses and other assets (including amounts due from related parties of $158 and $39 at December 31, 2018 and December 31, 2017, respectively)
|
26,010
|
|
|
17,721
|
|
||
Deferred leasing costs, net
|
8,672
|
|
|
6,646
|
|
||
Total assets
|
$
|
773,742
|
|
|
$
|
760,450
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Mortgage notes payable, net
|
$
|
291,653
|
|
|
$
|
233,517
|
|
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $204 and $364 at
December 31, 2018 and December 31, 2017, respectively)
|
11,127
|
|
|
11,406
|
|
||
Below-market lease liabilities, net
|
21,514
|
|
|
24,753
|
|
||
Deferred revenue
|
5,768
|
|
|
5,255
|
|
||
Distributions payable
|
—
|
|
|
4,035
|
|
||
Total liabilities
|
330,062
|
|
|
278,966
|
|
||
|
|
|
|
||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding at December 31, 2018 and December 31, 2017
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 300,000,000 shares authorized, 30,990,448 and 31,382,120 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively
|
310
|
|
|
314
|
|
||
Additional paid-in capital
|
685,758
|
|
|
691,775
|
|
||
Accumulated other comprehensive income
|
—
|
|
|
—
|
|
||
Accumulated deficit
|
(242,388
|
)
|
|
(210,605
|
)
|
||
Total stockholders’ equity
|
443,680
|
|
|
481,484
|
|
||
Total liabilities and equity
|
$
|
773,742
|
|
|
$
|
760,450
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Rental income
|
|
$
|
57,132
|
|
|
$
|
53,930
|
|
|
$
|
44,223
|
|
Operating expense reimbursements and other revenue
|
|
5,267
|
|
|
4,454
|
|
|
3,384
|
|
|||
Total revenues
|
|
62,399
|
|
|
58,384
|
|
|
47,607
|
|
|||
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Asset and property management fees to related parties
|
|
6,211
|
|
|
6,039
|
|
|
5,179
|
|
|||
Property operating
|
|
28,378
|
|
|
26,825
|
|
|
20,919
|
|
|||
Acquisition and transaction related
|
|
407
|
|
|
6
|
|
|
3,695
|
|
|||
General and administrative
|
|
8,975
|
|
|
8,087
|
|
|
4,933
|
|
|||
Depreciation and amortization
|
|
29,690
|
|
|
29,539
|
|
|
25,586
|
|
|||
Total operating expenses
|
|
73,661
|
|
|
70,496
|
|
|
60,312
|
|
|||
Operating loss
|
|
(11,262
|
)
|
|
(12,112
|
)
|
|
(12,705
|
)
|
|||
Other income (expenses):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(13,294
|
)
|
|
(11,230
|
)
|
|
(7,404
|
)
|
|||
Income from investment securities and interest
|
|
444
|
|
|
245
|
|
|
344
|
|
|||
Gain on sale of investment securities
|
|
—
|
|
|
24
|
|
|
—
|
|
|||
Total other expenses
|
|
(12,850
|
)
|
|
(10,961
|
)
|
|
(7,060
|
)
|
|||
Net loss
|
|
(24,112
|
)
|
|
(23,073
|
)
|
|
(19,765
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Reversal of accumulated unrealized gain on investment securities
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
Unrealized gain on investment securities
|
|
—
|
|
|
—
|
|
|
10
|
|
|||
Comprehensive loss
|
|
$
|
(24,112
|
)
|
|
$
|
(23,083
|
)
|
|
$
|
(19,755
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted weighted average shares outstanding
|
|
31,228,941
|
|
|
31,042,307
|
|
|
30,668,238
|
|
|||
Basic and diluted net loss per share
|
|
$
|
(0.77
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(0.64
|
)
|
Distributions declared per common share
|
|
$
|
0.25
|
|
|
$
|
1.51
|
|
|
$
|
1.51
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Number of
Shares
|
|
Par Value
|
|
Additional
Paid-in
Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
|||||||||||
Balance, December 31, 2015
|
30,410,467
|
|
|
$
|
304
|
|
|
$
|
670,279
|
|
|
$
|
—
|
|
|
$
|
(74,444
|
)
|
|
$
|
596,139
|
|
Common stock issued through distribution reinvestment plan
|
902,597
|
|
|
9
|
|
|
21,037
|
|
|
—
|
|
|
—
|
|
|
21,046
|
|
|||||
Common stock repurchases
|
(461,555
|
)
|
|
(4
|
)
|
|
(10,901
|
)
|
|
—
|
|
|
—
|
|
|
(10,905
|
)
|
|||||
Share-based compensation
|
5,332
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,395
|
)
|
|
(46,395
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,765
|
)
|
|
(19,765
|
)
|
|||||
Unrealized gain on investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Balance, December 31, 2016
|
30,856,841
|
|
|
309
|
|
|
680,476
|
|
|
10
|
|
|
(140,604
|
)
|
|
540,191
|
|
|||||
Common stock issued through distribution reinvestment plan
|
880,504
|
|
|
9
|
|
|
18,558
|
|
|
—
|
|
|
—
|
|
|
18,567
|
|
|||||
Common stock repurchases
|
(359,458
|
)
|
|
(4
|
)
|
|
(7,333
|
)
|
|
—
|
|
|
—
|
|
|
(7,337
|
)
|
|||||
Share-based compensation
|
4,233
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,928
|
)
|
|
(46,928
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,073
|
)
|
|
(23,073
|
)
|
|||||
Reversal of unrealized gain upon realization of investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Balance, December 31, 2017
|
31,382,120
|
|
|
314
|
|
|
691,775
|
|
|
—
|
|
|
(210,605
|
)
|
|
481,484
|
|
|||||
Common stock issued through distribution reinvestment plan
|
208,836
|
|
|
1
|
|
|
4,230
|
|
|
—
|
|
|
—
|
|
|
4,231
|
|
|||||
Common stock repurchases
|
(604,948
|
)
|
|
(5
|
)
|
|
(10,264
|
)
|
|
—
|
|
|
—
|
|
|
(10,269
|
)
|
|||||
Share-based compensation
|
4,440
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,671
|
)
|
|
(7,671
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,112
|
)
|
|
(24,112
|
)
|
|||||
Balance, December 31, 2018
|
30,990,448
|
|
|
$
|
310
|
|
|
$
|
685,758
|
|
|
$
|
—
|
|
|
$
|
(242,388
|
)
|
|
$
|
443,680
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(24,112
|
)
|
|
$
|
(23,073
|
)
|
|
$
|
(19,765
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
29,690
|
|
|
29,539
|
|
|
25,586
|
|
|||
Amortization of deferred financing costs
|
|
792
|
|
|
1,120
|
|
|
2,479
|
|
|||
Accretion of below- and amortization of above-market lease liabilities and assets, net
|
|
(2,044
|
)
|
|
(2,247
|
)
|
|
(2,376
|
)
|
|||
Share-based compensation
|
|
17
|
|
|
74
|
|
|
61
|
|
|||
(Gain) loss on sale of investment securities
|
|
—
|
|
|
(24
|
)
|
|
5
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Prepaid expenses, other assets and deferred costs
|
|
(11,184
|
)
|
|
(8,603
|
)
|
|
(6,038
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
|
(752
|
)
|
|
3,265
|
|
|
2,803
|
|
|||
Deferred revenue
|
|
513
|
|
|
2,231
|
|
|
1,373
|
|
|||
Net cash provided by (used in) operating activities
|
|
(7,080
|
)
|
|
2,282
|
|
|
4,128
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Investments in real estate
|
|
(5,948
|
)
|
|
—
|
|
|
(79,162
|
)
|
|||
Proceeds from the sale of investment securities
|
|
—
|
|
|
491
|
|
|
—
|
|
|||
Capital expenditures
|
|
(8,987
|
)
|
|
(10,831
|
)
|
|
(16,718
|
)
|
|||
Net cash used in investing activities
|
|
(14,935
|
)
|
|
(10,340
|
)
|
|
(95,880
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from mortgage note payable
|
|
50,000
|
|
|
140,000
|
|
|
—
|
|
|||
Payment of mortgage note payable
|
|
—
|
|
|
(96,000
|
)
|
|
—
|
|
|||
Payments of financing costs
|
|
(2,656
|
)
|
|
(2,931
|
)
|
|
(3,327
|
)
|
|||
Distributions paid
|
|
(7,475
|
)
|
|
(28,279
|
)
|
|
(25,312
|
)
|
|||
Repurchases of common stock
|
|
(10,269
|
)
|
|
(7,337
|
)
|
|
(12,488
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
29,600
|
|
|
5,453
|
|
|
(41,127
|
)
|
|||
Net change in cash, cash equivalents and restricted cash
|
|
7,585
|
|
|
(2,605
|
)
|
|
(132,879
|
)
|
|||
Cash, cash equivalents and restricted cash, beginning of period
|
|
47,216
|
|
|
49,821
|
|
|
182,700
|
|
|||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
54,801
|
|
|
$
|
47,216
|
|
|
$
|
49,821
|
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
12,272
|
|
|
$
|
9,655
|
|
|
$
|
4,622
|
|
|
|
|
|
|
|
|
||||||
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
||||||
Mortgage note payable used to acquire investments in real estate
|
|
10,000
|
|
|
—
|
|
|
99,000
|
|
|||
Distributions payable
|
|
—
|
|
|
4,035
|
|
|
3,953
|
|
|||
Accrued capital expenditures
|
|
408
|
|
|
1,561
|
|
|
118
|
|
|||
Other assets acquired or (liabilities assumed) in real estate transactions, net
|
|
(66
|
)
|
|
—
|
|
|
(353
|
)
|
|||
Common stock issued through distribution reinvestment plan
|
|
4,231
|
|
|
18,567
|
|
|
21,046
|
|
|
|
Year Ended December 31,
|
||||||
(Dollar amounts in thousands)
|
|
2018
|
|
2016
|
||||
Real estate investments, at cost:
|
|
|
|
|
||||
Land
|
|
$
|
4,730
|
|
|
$
|
—
|
|
Building and improvements
|
|
9,245
|
|
|
148,647
|
|
||
Total tangible assets
|
|
13,975
|
|
|
148,647
|
|
||
Acquired intangibles:
|
|
|
|
|
||||
In-place leases
|
|
2,166
|
|
|
27,433
|
|
||
Above-market lease assets
|
|
165
|
|
|
5,230
|
|
||
Below-market lease liabilities
|
|
(292
|
)
|
|
(5,277
|
)
|
||
Below-market ground lease asset
|
|
—
|
|
|
2,482
|
|
||
Total intangible assets, net
|
|
2,039
|
|
|
29,868
|
|
||
Total assets acquired, net
|
|
16,014
|
|
|
178,515
|
|
||
Mortgage notes payable used to acquire real estate investments
|
|
(10,000
|
)
|
|
(99,000
|
)
|
||
Other liabilities assumed
|
|
(66
|
)
|
|
(353
|
)
|
||
Cash paid for acquired real estate investment
|
|
$
|
5,948
|
|
|
$
|
79,162
|
|
Number of properties purchased
|
|
1
|
|
|
1
|
|
(In thousands)
|
|
Future Minimum
Base Rent Payments
|
||
2019
|
|
$
|
53,347
|
|
2020
|
|
51,404
|
|
|
2021
|
|
47,237
|
|
|
2022
|
|
44,018
|
|
|
2023
|
|
35,920
|
|
|
Thereafter
|
|
150,226
|
|
|
|
|
$
|
382,152
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(In thousands)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-place leases
|
|
$
|
59,542
|
|
|
$
|
27,535
|
|
|
$
|
32,007
|
|
|
$
|
62,142
|
|
|
$
|
22,147
|
|
|
$
|
39,995
|
|
Other intangibles
|
|
31,447
|
|
|
4,932
|
|
|
26,515
|
|
|
31,447
|
|
|
3,767
|
|
|
27,680
|
|
||||||
Below-market ground lease
|
|
2,482
|
|
|
126
|
|
|
2,356
|
|
|
2,482
|
|
|
76
|
|
|
2,406
|
|
||||||
Above-market leases
|
|
9,815
|
|
|
4,160
|
|
|
5,655
|
|
|
9,883
|
|
|
2,955
|
|
|
6,928
|
|
||||||
Acquired intangible assets
|
|
$
|
103,286
|
|
|
$
|
36,753
|
|
|
$
|
66,533
|
|
|
$
|
105,954
|
|
|
$
|
28,945
|
|
|
$
|
77,009
|
|
Intangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market lease liabilities
|
|
$
|
33,397
|
|
|
$
|
11,883
|
|
|
$
|
21,514
|
|
|
$
|
34,068
|
|
|
$
|
9,315
|
|
|
$
|
24,753
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Amortization of in-place leases and other intangibles
(1)
|
|
$
|
11,319
|
|
|
$
|
12,669
|
|
|
$
|
13,247
|
|
Amortization and (accretion) of above- and below-market leases, net
(2)
|
|
$
|
(2,094
|
)
|
|
$
|
(2,296
|
)
|
|
$
|
(2,403
|
)
|
Amortization of below-market ground lease
(3)
|
|
$
|
50
|
|
|
$
|
49
|
|
|
$
|
27
|
|
(In thousands)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
In-place leases
|
|
$
|
8,510
|
|
|
$
|
6,759
|
|
|
$
|
5,549
|
|
|
$
|
4,163
|
|
|
$
|
2,924
|
|
Other intangibles
|
|
1,165
|
|
|
1,165
|
|
|
937
|
|
|
708
|
|
|
708
|
|
|||||
Total to be included in depreciation and amortization
|
|
$
|
9,675
|
|
|
$
|
7,924
|
|
|
$
|
6,486
|
|
|
$
|
4,871
|
|
|
$
|
3,632
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Above-market lease assets
|
|
$
|
1,283
|
|
|
$
|
1,164
|
|
|
$
|
1,091
|
|
|
$
|
874
|
|
|
$
|
725
|
|
Below-market lease liabilities
|
|
(3,082
|
)
|
|
(2,669
|
)
|
|
(2,339
|
)
|
|
(1,798
|
)
|
|
(1,597
|
)
|
|||||
Total to be included in rental income
|
|
$
|
(1,799
|
)
|
|
$
|
(1,505
|
)
|
|
$
|
(1,248
|
)
|
|
$
|
(924
|
)
|
|
$
|
(872
|
)
|
|
|
|
|
Outstanding Loan Amount
|
|
|
|
|
|
|
|||||||
|
|
|
|
December 31,
|
|
|
|
|
|
|
|||||||
Portfolio
|
|
Encumbered Properties
|
|
2018
|
|
2017
|
|
Effective Interest Rate
|
|
Interest Rate
|
|
Maturity
|
|||||
|
|
|
|
(In thousands)
|
|
(In thousands)
|
|
|
|
|
|
|
|||||
123 William Street
(1)
|
|
1
|
|
$
|
140,000
|
|
|
$
|
140,000
|
|
|
4.73
|
%
|
|
Fixed
|
|
Mar. 2027
|
1140 Avenue of the Americas
|
|
1
|
|
99,000
|
|
|
99,000
|
|
|
4.17
|
%
|
|
Fixed
|
|
Jul. 2026
|
||
400 E. 67th Street - Laurel Condominium/200 Riverside Boulevard - ICON Garage
|
|
2
|
|
50,000
|
|
|
—
|
|
|
4.58
|
%
|
|
Fixed
|
|
May 2028
|
||
8713 Fifth Avenue
|
|
1
|
|
10,000
|
|
|
—
|
|
|
5.04
|
%
|
|
Fixed
|
|
Nov. 2028
|
||
Mortgage notes payable, gross
|
|
5
|
|
299,000
|
|
|
239,000
|
|
|
4.54
|
%
|
|
|
|
|
||
Less: deferred financing costs, net
(2)
|
|
|
|
(7,347
|
)
|
|
(5,483
|
)
|
|
|
|
|
|
|
|||
Mortgage notes payable, net
|
|
|
|
$
|
291,653
|
|
|
$
|
233,517
|
|
|
|
|
|
|
|
(1)
|
The Company entered into a loan agreement with Barclays Bank PLC, in the amount of
$140.0 million
, on March 6, 2017. A portion of the proceeds from the loan was used to repay the outstanding principal balance of approximately
$96.0 million
on the existing mortgage loan secured by the property. At closing, the lender placed
$24.8 million
of the proceeds in escrow, to be released to the Company in accordance with the conditions under the loan, in connection with leasing activity, tenant improvements, leasing commissions and free rent obligations related to this property. As of
December 31, 2018
,
$2.5 million
of the proceeds remained in escrow and is included in restricted cash on the consolidated balance sheet.
|
(2)
|
Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for 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 expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.
|
(In thousands)
|
|
Future Minimum Principal Payments
|
||
2019
|
|
$
|
—
|
|
2020
|
|
—
|
|
|
2021
|
|
—
|
|
|
2022
|
|
—
|
|
|
2023
|
|
—
|
|
|
Thereafter
|
|
299,000
|
|
|
Total
|
|
$
|
299,000
|
|
|
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.
|
|
|
|
|
December 31,
|
||||||||||||||
|
|
|
|
2018
|
|
2017
|
||||||||||||
(In thousands)
|
|
Level
|
|
Gross Principal Balance
|
|
Fair Value
|
|
Gross Principal Balance
|
|
Fair Value
|
||||||||
Mortgage note payable — 123 William Street
|
|
3
|
|
$
|
140,000
|
|
|
$
|
142,874
|
|
|
$
|
140,000
|
|
|
$
|
147,531
|
|
Mortgage note payable — 1140 Avenue of the Americas
|
|
3
|
|
$
|
99,000
|
|
|
$
|
97,448
|
|
|
$
|
99,000
|
|
|
$
|
100,036
|
|
Mortgage note payable — 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage
|
|
3
|
|
$
|
50,000
|
|
|
$
|
50,424
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage note payable — 8713 Fifth Avenue
|
|
3
|
|
$
|
10,000
|
|
|
$
|
10,446
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
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.
|
|
|
Numbers of Shares Repurchased
|
|
Weighted-Average Price per Share
|
|||
Cumulative repurchases as of December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
Year ended December 31, 2015
|
|
183,780
|
|
|
23.63
|
|
|
Year ended December 31, 2016
|
|
461,555
|
|
|
23.62
|
|
|
Year ended December 31, 2017
(1)
|
|
359,458
|
|
|
20.41
|
|
|
Year ended December 31, 2018
(2)
|
|
254,941
|
|
|
20.26
|
|
|
Cumulative repurchases as of December 31, 2018
|
|
1,259,734
|
|
|
22.03
|
|
(In thousands)
|
|
Future Minimum Base Rent Payments
|
||
2019
|
|
$
|
4,746
|
|
2020
|
|
4,746
|
|
|
2021
|
|
4,746
|
|
|
2022
|
|
4,746
|
|
|
2023
|
|
4,746
|
|
|
Thereafter
|
|
211,992
|
|
|
Total
|
|
$
|
235,722
|
|
•
|
With respect to administrative and overhead expenses of the Advisor, including administrative and overhead expenses of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services but not including their salaries, wages, and benefits (which may not exceed comparable market rates), these costs may not exceed for any year,
|
•
|
With respect to the salaries, wages, and benefits of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services (including the Company’s executive officers), the amount reimbursed must be comparable to market rates and may not exceed, for any year,
|
|
|
Year Ended December 31,
|
|
Payable (Receivable)
|
|
||||||||||||||||||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
December 31,
|
|
||||||||||||||||||||||||
|
|
Incurred
|
|
Waived
|
|
Incurred
|
|
Waived
|
|
Incurred
|
|
Waived
|
|
2018
|
|
2017
|
|
||||||||||||||||
Acquisition fees and reimbursements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisition fees and related cost reimbursements
|
|
$
|
278
|
|
|
$
|
239
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,600
|
|
|
$
|
646
|
|
|
$
|
39
|
|
(3)
|
$
|
—
|
|
|
Financing coordination fees and leasing commissions
(1)
|
|
501
|
|
|
75
|
|
|
1,050
|
|
|
—
|
|
|
743
|
|
|
—
|
|
|
51
|
|
(3)
|
—
|
|
|
||||||||
Ongoing fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Asset and property management fees to related parties
|
|
6,211
|
|
|
—
|
|
|
6,039
|
|
|
—
|
|
|
5,179
|
|
|
—
|
|
|
16
|
|
(3)
|
(18
|
)
|
(3)
|
||||||||
Professional fees and other reimbursements
(2)
|
|
4,636
|
|
|
—
|
|
|
4,019
|
|
|
—
|
|
|
1,795
|
|
|
—
|
|
|
(59
|
)
|
(4)
|
323
|
|
(4)
|
||||||||
Distributions on Class B units
(2)
|
|
39
|
|
|
—
|
|
|
241
|
|
|
—
|
|
|
241
|
|
|
—
|
|
|
—
|
|
|
20
|
|
(5)
|
||||||||
Total related party operation fees and reimbursements
|
|
$
|
11,665
|
|
|
$
|
314
|
|
|
$
|
11,349
|
|
|
$
|
—
|
|
|
$
|
11,558
|
|
|
$
|
646
|
|
|
$
|
47
|
|
|
$
|
325
|
|
|
(1)
|
Financing coordination fees are included as deferred financing costs within mortgage notes payable, net and leasing commissions are included within the deferred leasing costs, net on the consolidated balance sheets, respectively.
|
(2)
|
Amounts for the year ended
December 31, 2018
and 2017, respectively, are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.
|
(3)
|
Included in prepaid expenses and other assets on the consolidated balance sheets, respectively.
|
(4)
|
Represents a payable balance of approximately
$204,000
included in accounts payable, accrued expense and other liabilities due to American National Stock Transfer, LLC, a subsidiary of RCS Capital Corporation (“RCAP”), offset with a receivable balance of approximately
$263,000
due from Advisor included in prepaid expenses and other assets on the consolidated balance sheet as of
December 31, 2018
. As of
December 31, 2017
, the payable balance represents approximately
$364,000
, offset with a receivable balance of approximately
$21,000
. Payable balances for each respective period represent costs which were incurred and accrued due to RCAP which, prior to its bankruptcy filing, was under common control with the Advisor.
|
(5)
|
Included in accounts payable, accrued expense and other liabilities on the consolidated balance sheets, respectively.
|
•
|
(a)
12
, multiplied by (b) the actual base management fee for the month immediately prior to the month in which the Second Advisory Agreement is terminated, plus
|
|
|
Number of
Restricted Shares |
|
Weighted-Average Issue Price
|
|||
Unvested, December 31, 2015
|
|
4,799
|
|
|
$
|
22.50
|
|
Granted
|
|
5,332
|
|
|
22.50
|
|
|
Vested
|
|
(1,066
|
)
|
|
22.50
|
|
|
Unvested, December 31, 2016
|
|
9,065
|
|
|
22.50
|
|
|
Granted
|
|
4,233
|
|
|
21.25
|
|
|
Vested
|
|
(2,133
|
)
|
|
22.50
|
|
|
Unvested, December 31, 2017
|
|
11,165
|
|
|
22.14
|
|
|
Granted
|
|
4,440
|
|
|
20.26
|
|
|
Vested
|
|
(2,979
|
)
|
|
22.14
|
|
|
Unvested, December 31, 2018
|
|
12,626
|
|
|
21.48
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except share and per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
|
$
|
(24,112
|
)
|
|
$
|
(23,073
|
)
|
|
$
|
(19,765
|
)
|
Basic and diluted weighted average shares outstanding
|
|
31,228,941
|
|
|
31,042,307
|
|
|
30,668,238
|
|
|||
Basic and diluted net loss per share
|
|
$
|
(0.77
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(0.64
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Unvested restricted stock
|
|
12,626
|
|
|
11,165
|
|
|
9,065
|
|
OP Units
|
|
90
|
|
|
90
|
|
|
90
|
|
Class B Units
|
|
159,159
|
|
|
159,159
|
|
|
159,159
|
|
Total weighted-average anti-dilutive common share equivalents
|
|
171,875
|
|
|
170,414
|
|
|
168,314
|
|
|
|
Quarters Ended
|
||||||||||||||
(In thousands, except share and per share data)
|
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30, 2018
|
|
December 31, 2018
|
||||||||
Total revenues
|
|
$
|
15,229
|
|
|
$
|
15,196
|
|
|
$
|
15,741
|
|
|
$
|
16,233
|
|
Net loss
|
|
$
|
(6,584
|
)
|
|
$
|
(6,529
|
)
|
|
$
|
(5,865
|
)
|
|
$
|
(5,134
|
)
|
Weighted average shares outstanding
|
|
31,431,555
|
|
|
31,330,779
|
|
|
31,180,373
|
|
|
30,977,822
|
|
||||
Basic and diluted net loss per share
|
|
$
|
(0.21
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.17
|
)
|
|
|
Quarters Ended
|
||||||||||||||
(In thousands, except share and per share data)
|
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30, 2017
|
|
December 31, 2017
|
||||||||
Total revenues
|
|
$
|
14,583
|
|
|
$
|
14,545
|
|
|
$
|
14,475
|
|
|
$
|
14,821
|
|
Net loss
|
|
$
|
(4,786
|
)
|
|
$
|
(5,362
|
)
|
|
$
|
(5,877
|
)
|
|
$
|
(7,048
|
)
|
Weighted average shares outstanding
|
|
30,814,927
|
|
|
30,944,077
|
|
|
31,106,250
|
|
|
31,297,963
|
|
||||
Basic and diluted net loss per share
|
|
$
|
(0.16
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.23
|
)
|
|
|
|
|
|
|
|
|
Initial Costs
|
|
Costs Capitalized Subsequent to Acquisition
|
|
|
|
|
||||||||||||||
Portfolio
|
|
State
|
|
Acquisition Date
|
|
Encumbrances at December 31, 2018
|
|
Land
|
|
Building and Improvements
|
|
Building and Improvements
|
|
Gross Amount at December 31, 2018
(1) (2)
|
|
Accumulated Depreciation
(3) (4)
|
||||||||||||
421 W. 54th Street - Hit Factory
|
|
NY
|
|
6/13/2014
|
|
$
|
—
|
|
|
$
|
4,723
|
|
|
$
|
1,757
|
|
|
$
|
9
|
|
|
$
|
6,489
|
|
|
$
|
202
|
|
400 E. 67th Street - Laurel Condominiums
|
|
NY
|
|
9/5/2014
|
|
44,610
|
|
|
10,653
|
|
|
55,682
|
|
|
86
|
|
|
66,421
|
|
|
6,052
|
|
||||||
200 Riverside Blvd - ICON Garage
|
|
NY
|
|
9/24/2014
|
|
5,390
|
|
|
13,787
|
|
|
5,510
|
|
|
—
|
|
|
19,297
|
|
|
585
|
|
||||||
9 Times Square
|
|
NY
|
|
11/5/2014
|
|
—
|
|
|
54,153
|
|
|
76,454
|
|
|
22,009
|
|
|
152,616
|
|
|
13,971
|
|
||||||
123 William Street
|
|
NY
|
|
3/27/2015
|
|
140,000
|
|
|
50,064
|
|
|
182,917
|
|
|
26,939
|
|
|
259,920
|
|
|
22,516
|
|
||||||
1140 Avenue of the Americas
|
|
NY
|
|
6/15/2016
|
|
99,000
|
|
|
—
|
|
|
148,647
|
|
|
3,845
|
|
|
152,492
|
|
|
10,084
|
|
||||||
8713 Fifth Avenue
|
|
NY
|
|
10/17/2018
|
|
10,000
|
|
|
4,730
|
|
|
9,245
|
|
|
—
|
|
|
13,975
|
|
|
39
|
|
||||||
|
|
|
|
|
|
$
|
299,000
|
|
|
$
|
138,110
|
|
|
$
|
480,212
|
|
|
$
|
52,888
|
|
|
$
|
671,210
|
|
|
$
|
53,449
|
|
(1)
|
Acquired intangible assets allocated to individual properties in the amount of
$103.3 million
are not reflected in the table above.
|
(2)
|
The gross tax basis of aggregate land, buildings and improvements as of
December 31, 2018
is
$700.1 million
(unaudited).
|
(3)
|
The accumulated depreciation column excludes
$36.8 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.
|
|
|
December 31,
|
||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Real estate investments, at cost:
|
|
|
|
|
|
|
||||||
Balance at beginning of year
|
|
$
|
647,839
|
|
|
$
|
635,447
|
|
|
$
|
469,962
|
|
Additions-acquisitions
|
|
13,975
|
|
|
—
|
|
|
148,647
|
|
|||
Capital expenditures
|
|
9,396
|
|
|
12,392
|
|
|
16,838
|
|
|||
Disposals
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of the year
|
|
$
|
671,210
|
|
|
$
|
647,839
|
|
|
$
|
635,447
|
|
|
|
|
|
|
|
|
||||||
Accumulated depreciation:
|
|
|
|
|
|
|
||||||
Balance at beginning of year
|
|
$
|
35,982
|
|
|
$
|
19,598
|
|
|
$
|
7,966
|
|
Depreciation expense
|
|
17,467
|
|
|
16,384
|
|
|
11,632
|
|
|||
Disposals
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at the end of the year
|
|
$
|
53,449
|
|
|
$
|
35,982
|
|
|
$
|
19,598
|
|
ATTEST:
|
AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC.
|
Title: Chief Financial Officer and Treasurer
|
Title: Chief Executive Officer, President and Secretary
|
|
|
|
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
|
ARC NYC1140SIXTH, LLC
|
|
Delaware
|
ARG NYC8713FIFTH, LLC
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of 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 Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated this 15th day of March, 2019
|
|
/s/ Edward M. Weil, Jr.
|
|
|
Edward M. Weil, Jr.
|
|
|
Executive Chairman, Chief Executive Officer, President and Secretary
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of 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 Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated this 15th day of March, 2019
|
|
/s/ Katie P. Kurtz
|
|
|
Katie P. Kurtz
|
|
|
Chief Financial Officer and Treasurer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
/s/ Edward M. Weil, Jr.
|
|
Edward M. Weil, Jr.
|
|
Executive Chairman, Chief Executive Officer, President and Secretary
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Katie P. Kurtz
|
|
Katie P. Kurtz
|
|
Chief Financial Officer and Treasurer
|
|
(Principal Financial Officer and Principal Accounting Officer)
|