Attached files
| file | filename |
|---|---|
| EX-31.2 - CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER OF THE COMPANY - American Finance Trust, Inc | afin9302017ex312.htm |
| EX-32 - SECTION 1350 CERTIFICATIONS - American Finance Trust, Inc | afin9302017ex32.htm |
| EX-31.1 - CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER OF THE COMPANY - American Finance Trust, Inc | afin9302017ex311.htm |
| EX-10.1 - EXHIBIT 10.1 - American Finance Trust, Inc | ex101afinindemnificationag.htm |
| EX-3.1 - EXHIBIT 3.1 - American Finance Trust, Inc | ex31afin-articlessupplemen.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2017
OR | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to __________
Commission file number: 000-55197
American Finance Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 90-0929989 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
405 Park Ave., 4th Floor, New York, New York | 10022 | |
(Address of principal executive offices) | (Zip Code) | |
(212) 415-6500 | ||
(Registrant's telephone number, including area code) | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of "large accelerated filer," "accelerated filer,," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | |
Non-accelerated filer x (Do not check if a smaller reporting company) | Smaller reporting company o | |
Emerging growth company o | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
As of October 31, 2017, the registrant had 104,820,978 shares of common stock outstanding.
AMERICAN FINANCE TRUST, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page | |
2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
September 30, 2017 | December 31, 2016 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Real estate investments, at cost: | |||||||
Land | $ | 606,296 | $ | 328,656 | |||
Buildings, fixtures and improvements | 2,444,410 | 1,395,602 | |||||
Acquired intangible lease assets | 461,550 | 300,129 | |||||
Total real estate investments, at cost | 3,512,256 | 2,024,387 | |||||
Less: accumulated depreciation and amortization | (380,468 | ) | (287,090 | ) | |||
Total real estate investments, net | 3,131,788 | 1,737,297 | |||||
Cash and cash equivalents | 68,543 | 131,215 | |||||
Restricted cash | 17,729 | 7,890 | |||||
Commercial mortgage loan, held for investment, net | 17,191 | 17,175 | |||||
Deposits for real estate acquisitions | 810 | — | |||||
Prepaid expenses and other assets | 53,140 | 29,513 | |||||
Goodwill | 1,605 | — | |||||
Deferred costs, net | 8,280 | 3,767 | |||||
Assets held for sale | 2,489 | 137,602 | |||||
Total assets | $ | 3,301,575 | $ | 2,064,459 | |||
LIABILITIES AND EQUITY | |||||||
Mortgage notes payable, net of deferred financing costs | $ | 1,083,079 | $ | 1,022,275 | |||
Mortgage premiums, net | 11,707 | 10,681 | |||||
Credit facility | 260,000 | — | |||||
Market lease liabilities, net | 112,673 | 13,915 | |||||
Accounts payable and accrued expenses (including $1,798 and $910 due to related parties as of September 30, 2017 and December 31, 2016, respectively) | 29,849 | 13,553 | |||||
Derivatives, at fair value | 53 | — | |||||
Deferred rent and other liabilities | 10,482 | 9,970 | |||||
Distributions payable | 11,185 | 9,199 | |||||
Total liabilities | 1,519,028 | 1,079,593 | |||||
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding | — | — | |||||
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 104,644,581 and 65,805,184 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 1,046 | 658 | |||||
Additional paid-in capital | 2,380,885 | 1,449,662 | |||||
Accumulated other comprehensive income | 44 | — | |||||
Accumulated deficit | (604,079 | ) | (465,454 | ) | |||
Total stockholders' equity | 1,777,896 | 984,866 | |||||
Non-controlling interests | 4,651 | — | |||||
Total equity | 1,782,547 | 984,866 | |||||
Total liabilities and equity | $ | 3,301,575 | $ | 2,064,459 | |||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except per share data)
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Revenues: | |||||||||||||||
Rental income | $ | 62,287 | $ | 41,357 | $ | 176,867 | $ | 123,033 | |||||||
Operating expense reimbursements | 7,182 | 3,162 | 20,936 | 8,979 | |||||||||||
Interest income from debt investments | 260 | 239 | 753 | 809 | |||||||||||
Total revenues | 69,729 | 44,758 | 198,556 | 132,821 | |||||||||||
Operating expenses: | |||||||||||||||
Asset management fees to related party | 5,250 | 4,500 | 15,250 | 13,500 | |||||||||||
Property operating | 10,760 | 3,511 | 29,996 | 10,131 | |||||||||||
Impairment charges | 7,605 | 117 | 14,183 | 117 | |||||||||||
Acquisition and transaction related | 1,173 | 4,381 | 7,556 | 5,458 | |||||||||||
General and administrative | 4,986 | 2,998 | 15,067 | 8,840 | |||||||||||
Depreciation and amortization | 41,132 | 25,446 | 113,048 | 76,477 | |||||||||||
Total operating expenses | 70,906 | 40,953 | 195,100 | 114,523 | |||||||||||
Operating income | (1,177 | ) | 3,805 | 3,456 | 18,298 | ||||||||||
Other (expense) income: | |||||||||||||||
Interest expense | (14,502 | ) | (12,574 | ) | (44,912 | ) | (37,533 | ) | |||||||
Gain on sale of real estate investments | 264 | — | 14,095 | 454 | |||||||||||
Other income | 18 | 40 | 211 | 121 | |||||||||||
Total other expense, net | (14,220 | ) | (12,534 | ) | (30,606 | ) | (36,958 | ) | |||||||
Net loss | (15,397 | ) | (8,729 | ) | (27,150 | ) | (18,660 | ) | |||||||
Net loss attributable to non-controlling interests | 30 | — | 45 | — | |||||||||||
Net loss attributable to stockholders | (15,367 | ) | (8,729 | ) | (27,105 | ) | (18,660 | ) | |||||||
Other comprehensive income: | |||||||||||||||
Change in unrealized gain on derivative | 10 | — | 44 | — | |||||||||||
Comprehensive loss attributable to stockholders | $ | (15,357 | ) | $ | (8,729 | ) | $ | (27,061 | ) | $ | (18,660 | ) | |||
Basic and diluted weighted-average shares outstanding | 104,545,591 | 65,741,735 | 97,852,337 | 65,334,465 | |||||||||||
Basic and diluted net loss per share attributable to stockholders | $ | (0.15 | ) | $ | (0.13 | ) | $ | (0.28 | ) | $ | (0.29 | ) | |||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Nine Months Ended September 30, 2017
(In thousands, except share data)
(Unaudited)
Common Stock | ||||||||||||||||||||||||||||||
Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders' Equity | Non-controlling Interests | Total Equity | |||||||||||||||||||||||
Balance, December 31, 2016 | 65,805,184 | $ | 658 | $ | 1,449,662 | — | $ | (465,454 | ) | $ | 984,866 | $ | — | $ | 984,866 | |||||||||||||||
Issuances of common stock | 38,210,213 | 382 | 916,664 | — | — | 917,046 | — | 917,046 | ||||||||||||||||||||||
Common stock issued through distribution reinvestment plan | 1,845,665 | 18 | 43,506 | — | — | 43,524 | — | 43,524 | ||||||||||||||||||||||
Common stock repurchases | (1,225,378 | ) | (12 | ) | (29,049 | ) | — | — | (29,061 | ) | — | (29,061 | ) | |||||||||||||||||
Share-based compensation, net of forfeitures | 8,897 | — | 102 | — | — | 102 | — | 102 | ||||||||||||||||||||||
Distributions declared | — | — | — | — | (111,520 | ) | (111,520 | ) | — | (111,520 | ) | |||||||||||||||||||
Issuances of operating partnership units | — | — | — | — | — | — | 4,887 | 4,887 | ||||||||||||||||||||||
Distributions to non-controlling interest holders | — | — | — | — | — | — | (191 | ) | (191 | ) | ||||||||||||||||||||
Net loss | — | — | — | — | (27,105 | ) | (27,105 | ) | (45 | ) | (27,150 | ) | ||||||||||||||||||
Other comprehensive income | — | — | — | 44 | — | 44 | — | 44 | ||||||||||||||||||||||
Balance, September 30, 2017 | 104,644,581 | $ | 1,046 | $ | 2,380,885 | $ | 44 | $ | (604,079 | ) | $ | 1,777,896 | $ | 4,651 | $ | 1,782,547 | ||||||||||||||
The accompanying notes are an integral part of this unaudited consolidated financial statement.
5
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30, | |||||||
2017 | 2016 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (27,150 | ) | $ | (18,660 | ) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation | 62,719 | 50,595 | |||||
Amortization of in-place lease assets | 50,149 | 25,841 | |||||
Amortization (including accelerated write-off) of deferred costs | 5,734 | 3,408 | |||||
Amortization of mortgage premiums on borrowings | (3,117 | ) | (3,221 | ) | |||
Discount accretion on commercial mortgage loan | (16 | ) | (28 | ) | |||
Amortization of market lease intangibles, net | (3,085 | ) | 506 | ||||
Share-based compensation | 102 | 52 | |||||
Mark-to-market adjustments | (105 | ) | — | ||||
Gain on sale of real estate investments | (14,095 | ) | (454 | ) | |||
Impairment charges | 14,183 | 117 | |||||
Changes in assets and liabilities: | |||||||
Prepaid expenses and other assets | (7,912 | ) | (6,638 | ) | |||
Accounts payable and accrued expenses | (5,297 | ) | 6,101 | ||||
Deferred rent and other liabilities | (8,295 | ) | (1,865 | ) | |||
Restricted cash | 659 | — | |||||
Net cash provided by operating activities | 64,474 | 55,754 | |||||
Cash flows from investing activities: | |||||||
Proceeds from sale of commercial mortgage loans | — | 56,884 | |||||
Capital expenditures | (4,344 | ) | — | ||||
Investments in real estate and other assets | (107,108 | ) | (34,244 | ) | |||
Deposits for real estate investments | (810 | ) | — | ||||
Proceeds from sale of real estate investments | 179,014 | 15,521 | |||||
Cash paid in merger transaction | (94,502 | ) | — | ||||
Cash acquired in merger transaction | 21,922 | — | |||||
Restricted cash | (1,033 | ) | — | ||||
Net cash (used in) provided by investing activities | (6,861 | ) | 38,161 | ||||
Cash flows from financing activities: | |||||||
Proceeds from mortgage notes payable | 23,950 | — | |||||
Payments on mortgage notes payable | (3,364 | ) | (752 | ) | |||
Proceeds from credit facility | 70,000 | — | |||||
Payments on credit facility | (114,000 | ) | — | ||||
Payments of financing costs | (1,576 | ) | (3,512 | ) | |||
Common stock repurchases | (29,061 | ) | (16,253 | ) | |||
Distributions paid | (66,010 | ) | (60,509 | ) | |||
Restricted cash | (224 | ) | (3 | ) | |||
Net cash used in financing activities | (120,285 | ) | (81,029 | ) | |||
Net change in cash and cash equivalents | (62,672 | ) | 12,886 | ||||
Cash and cash equivalents, beginning of period | 131,215 | 130,500 | |||||
Cash and cash equivalents, end of period | $ | 68,543 | $ | 143,386 | |||
6
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Supplemental Disclosures: | |||||||
Cash paid for interest | $ | 41,534 | $ | 36,901 | |||
Cash paid for income taxes | $ | 736 | $ | 738 | |||
Non-Cash Investing and Financing Activities: | |||||||
Equity issued in the merger transaction | $ | 921,930 | $ | — | |||
Credit facility assumed or used to acquire investments in real estate | $ | 304,000 | $ | — | |||
Mortgage notes payable assumed or used to acquire investments in real estate | $ | 127,651 | $ | — | |||
Premiums on assumed mortgage notes payable | $ | 4,143 | $ | — | |||
Mortgage notes payable released in connection with disposition of real estate | $ | (89,978 | ) | $ | (13,941 | ) | |
Common stock issued through distribution reinvestment plan | $ | 43,524 | $ | 20,499 | |||
Accrued capital expenditures | $ | 1,012 | $ | — | |||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Note 1 — Organization
American Finance Trust, Inc. (the "Company") is a diversified REIT with a retail focus. The Company owns a diversified portfolio of commercial properties comprised primarily of freestanding single-tenant properties that are net leased to investment grade and other creditworthy tenants and a portfolio of stabilized core retail properties, consisting primarily of power centers and lifestyle centers, which were acquired in the Merger (as defined below). The Company intends to focus its future acquisitions primarily on net leased retail properties and stabilized core retail properties. As of September 30, 2017, the Company owned 517 properties, comprised of 19.4 million rentable square feet, which were 96.0% leased, including 482 net leased commercial properties (443 of which are retail properties) and 35 stabilized core retail properties.
The Company, incorporated on January 22, 2013, is a Maryland corporation that elected and qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with the taxable year ended December 31, 2013. Substantially all of the Company's business is conducted through American Finance Operating Partnership, L.P. (the "OP"), a Delaware limited partnership, and its wholly-owned subsidiaries. As of September 30, 2017, the Company had 104.6 million shares of common stock outstanding, including unvested restricted shares of common stock ("restricted shares") and shares issued pursuant to the Company's distribution reinvestment plan (the "DRIP").
The Company has no employees. The Company has retained American Finance Advisors, LLC (the "Advisor") to manage the Company's affairs on a day-to-day basis. American Finance Properties, LLC (the "Property Manager") serves as the Company's property manager. The Advisor and the Property Manager are wholly owned subsidiaries of AR Global Investments, LLC (the successor business to AR Capital, LLC, the "Sponsor" or "AR Global"), as a result of which, they are related parties of the Company, and each have received or may receive, as applicable, compensation, fees and expense reimbursements for services related to managing the Company's business.
On August 8, 2017, the Company's application to list its common stock on The NASDAQ Global Select Market (“NASDAQ”) under the symbol "AFIN" (the "Listing") was approved by NASDAQ, subject to the Company being in compliance with all applicable listing standards on the date it begins trading on NASDAQ. While the Company intends to list its common stock at a time yet to be determined by its board of directors, there can be no assurance as to when or if the Company's common stock will commence trading or of the price at which the Company's common stock may trade.
Note 2 — Merger Transaction
On February 16, 2017, the Company and the OP completed (a) the merger of American Realty Capital — Retail Centers of America, Inc. (“RCA”) with and into a subsidiary of the Company referred to as the "Merger Sub," with the Merger Sub surviving as a wholly owned subsidiary of the Company (the "Merger") and (b) the merger of American Realty Capital Retail Operating Partnership, L.P. (the "RCA OP") with and into the OP, with the OP as the surviving entity (the “Partnership Merger”, and together with the Merger, the “Mergers”). Pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger (the "Merger Agreement") entered into by the Company and the OP with RCA, the RCA OP and the Merger Sub, at the effective time of the Mergers on February 16, 2017 (the “Effective Time”), each outstanding share of common stock of RCA, $0.01 par value per share (“RCA Common Stock”) (including any restricted shares of RCA Common Stock and fractional shares), was converted into (x) 0.385 shares of the Company's common stock (the “Stock Consideration”) and (y) cash from the Company, in an amount equal to $0.95 per share (the “Cash Consideration,” and together with the Stock Consideration, the “Merger Consideration”).
In addition, at the Effective Time, (i) each unit of partnership interest of the RCA OP designated as an OP unit issued and outstanding immediately prior to the Effective Time (other than those held by RCA as described in clause (ii) below) was automatically converted into 0.424 validly issued units of limited partnership interest of the OP (the “Partnership Merger Consideration”); (ii) each unit of partnership interest of the RCA OP designated as either an OP unit or a GP unit held by RCA and issued and outstanding immediately prior to the Effective Time was automatically converted into 0.385 validly issued units of limited partnership interest of the OP; (iii) each unit of partnership interest of the RCA OP designated as a Class B Unit held by RCA’s advisor and a sub-advisor issued and outstanding immediately prior to the Effective Time was converted into the Partnership Merger Consideration (the “Class B Consideration,” and together with the Partnership Merger Consideration and the Merger Consideration, the “Total Merger Consideration”), and (iv) the interest of American Realty Capital Retail Advisor, LLC, the special limited partner of the RCA OP (the “RCA Advisor”), in the RCA OP was redeemed for a cash payment, determined in accordance with the existing terms of the RCA OP’s agreement of limited partnership.
8
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
In addition, as provided in the Merger Agreement, all outstanding restricted shares of RCA Common Stock previously issued by RCA became fully vested and entitled to receive the Merger Consideration.
The Company issued 38.2 million shares of its common stock as Stock Consideration and paid $94.5 million in Cash Consideration.
Prior to the Mergers, the Company and RCA each were sponsored, directly or indirectly, by AR Global. AR Global and its affiliates provide investment and advisory services to the Company, and previously provided such services to RCA, pursuant to written advisory agreements. In connection with, and subject to the terms and conditions of the Merger Agreement, RCA OP units held by AR Global and its affiliates were exchanged for limited partner interests in the OP designated as OP units ("OP Units") and certain special limited partner interests in the RCA OP held by AR Global and its affiliates were, consistent with the terms of the RCA OP partnership agreement, redeemed for a cash payment of approximately $2.8 million.
The Advisor has informed the Company that the Advisor has engaged Lincoln Retail REIT Services, LLC (“Lincoln”) as an independent service provider to provide real estate-related services similar to the services provided by Lincoln to the RCA Advisor prior to the Effective Time. Lincoln will continue to provide, subject to the Advisor’s or its affiliates’ oversight, asset management, property management and leasing services for those multi-tenant properties acquired by the Company from RCA in the Mergers. The Advisor has informed the Company that the Advisor has agreed to pass through to Lincoln a portion of the fees and/or other expense reimbursements otherwise payable to the Advisor or its affiliates by the Company for services rendered by Lincoln. The Company has no direct obligation to Lincoln.
Accounting Treatment for the Mergers
The Mergers are accounted for under the acquisition method for business combinations pursuant to accounting principles generally accepted in the United States of America ("GAAP"), with the Company as the accounting acquirer of RCA. The consideration transferred by the Company to acquire RCA establishes a new accounting basis for the assets acquired, liabilities assumed and any non-controlling interests, measured at their respective fair value as of the Effective Time. In determining the fair value of the consideration transferred, including the Stock Consideration and any non-controlling interests, the Company utilized multiple sources including real estate valuations prepared by independent valuation firms and market sales data. To the extent fair value of the Total Merger Consideration exceeds fair value of net assets acquired, any such excess represents goodwill. Alternatively, if fair value of net assets acquired exceeds fair value of the Total Merger Consideration, the transaction could result in a bargain purchase gain that is recognized immediately in earnings and attributable to the Company's common stockholders. Measurement period adjustments to the estimated fair value of identifiable assets and liabilities of RCA, as well as adjustments to the Total Merger Consideration may change the determination and amount of goodwill and/or bargain purchase gain and may impact depreciation, amortization and accretion based on revised fair value of assets acquired and liabilities assumed.
9
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
The following table summarizes the estimated fair value of the consideration transferred pursuant to the Mergers and the estimated fair values of the assets acquired and liabilities assumed as of the effective date of the Mergers.
(In thousands) | RCA | |||
Total Consideration: | ||||
Fair value of the Cash Consideration, including redemption of fractional shares, as defined in the Merger Agreement | $ | 94,504 | ||
Fair value of the Stock Consideration | 917,046 | |||
Fair value of the Partnership Merger Consideration | 2 | |||
Fair value of the Class B Consideration | 4,882 | |||
Fair value of the Total Merger Consideration | $ | 1,016,434 | ||
Assets Acquired at Fair Value | ||||
Land | $ | 282,063 | ||
Buildings, fixtures and improvements | 1,079,944 | |||
Acquired intangible lease assets | 178,634 | |||
Total real estate investments, at fair value | 1,540,641 | |||
Cash and cash equivalents | 21,922 | |||
Restricted cash | 4,241 | |||
Prepaid expenses and other assets (1) | 18,959 | |||
Goodwill (1) | 1,605 | |||
Total assets acquired at fair value | 1,587,368 | |||
Liabilities Assumed at Fair Value | ||||
Mortgage notes payable | 127,651 | |||
Mortgage premiums | 4,143 | |||
Credit facility | 304,000 | |||
Market lease liabilities | 104,840 | |||
Derivatives | 203 | |||
Accounts payable and accrued expenses | 21,291 | |||
Deferred rent and other liabilities | 8,806 | |||
Total liabilities assumed at fair value | 570,934 | |||
Net assets acquired | $ | 1,016,434 | ||
_________________________________
(1) | Prepaid expenses and other assets includes a measurement period adjustment of $0.5 million that was recognized during the three months ended September 30, 2017. As a result, goodwill was increased by $0.5 million. |
The allocations in the table above from land, buildings, fixtures and improvements, acquired intangible lease assets and below-market lease liabilities have been provisionally allocated, and will be finalized as soon as practical within the measurement period pursuant to GAAP upon finalization of the valuation process.
As a result of the Merger, the Company acquired goodwill of $1.6 million, which is primarily attributable to expected synergies from combining operations of the Company and RCA.
10
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Note 3 — Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. The interim data includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. The results of operations for the nine months ended September 30, 2017 are not necessarily indicative of the results for the entire year or any subsequent interim periods.
These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2016, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 13, 2017. There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2017, other than the updates described below.
Purchase Accounting
The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired, including those acquired in the Mergers, based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on the Company's analysis of comparable properties in the Company's portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases as applicable.
Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company's pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
Any excess of purchase price over the fair values of assets acquired and liabilities assumed are recorded as goodwill. Alternatively, if the fair value of net assets acquired exceeds the fair value of consideration paid, the transaction results in a bargain purchase gain that the Company recognizes immediately in earnings.
Derivative Instruments
The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions.
11
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any change in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the accompanying consolidated statement of operations and comprehensive loss. If the derivative is designated and qualifies for hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.
Non-controlling interests
The non-controlling interests represent the portion of the equity in the OP that is not owned by the Company. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets and presented as net income (loss) attributable to non-controlling interests on the consolidated statements of operations and comprehensive loss. Non-controlling interests are allocated a share of net income (loss) based on their share of equity ownership.
Non-controlling interests resulted from the issuance of OP Units in conjunction with the Mergers and were recognized at fair value as of the Effective Time. In determining the fair value of the non-controlling interests, the Company utilized multiple sources including real estate valuations prepared by independent valuation firms and market sales data. Please see Note 2 — Merger Transaction for additional information on the Mergers.
Recently Adopted Accounting Pronouncements
In October 2016, the FASB issued guidance where a reporting entity will need to evaluate if it should consolidate a VIE. The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The revised guidance is effective for reporting periods beginning after December 15, 2016. The Company has adopted the provisions of this guidance beginning January 1, 2017 and determined that there is no impact to the Company's consolidated financial position, results of operations and cash flows.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Under ASC 606, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. A reporting entity may apply the amendments in ASC 606 using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or a full retrospective approach. The Company will adopt this guidance effective January 1, 2018 and currently expects to utilize the modified retrospective approach upon adoption and does not expect that this will result in a significant cumulative-effect adjustment to equity.
12
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
The Company has progressed in its project plan in evaluating our various revenue streams in order to identify any differences in the timing, measurement or presentation of revenue recognition under ASC 606 and ASC Topic 842, Leases (“ASC 842”). Based on the Company’s evaluation of its various revenue streams, the Company believes that gains on sales of real estate could be affected by adoption of ASC 606. The Company expects that this standard could have an impact on the timing of gains on certain sales of real estate as a result of more transactions generally qualifying as sales of real estate and revenue being recognized at an earlier date than under current accounting guidance. Specifically, the Company expects that this would impact partial sales of real estate in situations where the Company no longer retains a controlling financial interest. If the Company were to enter into partial sales of real estate, the Company would derecognize the real estate asset consistent with the principles outlined in ASC 606 and any retained non-controlling ownership interest would be measured at fair value consistent with the guidance on noncash consideration in ASC 606.
The Company is continuing to evaluate any differences in the timing, measurement, or presentation of revenue recognition and the impact on the Company's consolidated financial statements and internal accounting processes resulting from ASC 606 as well as ASC Topic 842, Leases as discussed below.
In February 2016, the FASB issued an update ASU 2016-02 establishing ASC Topic 842, Leases (“ASC 842”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASC 842 supersedes previous leasing standards and is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. ASC 842 will impact the lease accounting model for both lessees and lessors. The Company will adopt this guidance effective January 1, 2019.
The Company is a lessee for some properties in which it has ground leases as of September 30, 2017. For these leases, the Company will be required to record a right-of-use asset and lease liability equal to the present value of the remaining lease payments upon adoption of this update. The new standard requires lessees to apply a dual lease classification approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today.
From a lessor perspective the Company expects that the new standard will impact the presentation of lease and non-lease components of revenue such as rent, and operating expense reimbursements including common area maintenance, taxes, and insurance from leases for which the Company is a lessor. The Company does not expect this guidance to impact its existing lessor revenue recognition pattern. The Company anticipates that it will elect the following practical expedients, which must be elected as a package and applied consistently by an entity to all of its leases, which allow the Company to not have to reassess the following upon adoption: (i) whether any expired or existing contract contains a lease, (ii) lease classification related to expired or existing leases, or (iii) whether costs incurred on existing leases qualify as initial direct costs. The Company is continuing to evaluate any differences in the timing, measurement, or presentation of lessor revenues as well as the impact of the new lessee accounting model on the Company’s consolidated financial position, results of operations and disclosures.
In January 2016, the FASB issued an update that amends the recognition and measurement of financial instruments. The new guidance revises an entity's accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The Company will adopt this guidance effective January 1, 2018. The Company expects that there will be no material impact to the Company's consolidated financial position, results of operations and cash flows.
In June 2016, the FASB issued guidance that changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. The amendments become effective for reporting periods beginning after December 15, 2019. The amendments may be adopted early for reporting periods beginning after December 15, 2018. The company is currently evaluating the impact of this new guidance.
13
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
In August 2016, the FASB issued guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company will adopt this guidance effective January 1, 2018. The Company expects that there will be no material impact to the Company's consolidated financial position, results of operations and cash flows.
In November 2016, the FASB issued guidance on the classification of restricted cash in the statement of cash flows. The amendment requires restricted cash to be included in the beginning-of-period and end-of-period total cash amounts. Therefore, transfers between cash and restricted cash will no longer be shown on the statement of cash flows. The Company will adopt this guidance effective January 1, 2018, using a retrospective transition method. As a result, the Company will restate its statements of cash flows for all periods presented to include restricted cash in the beginning and ending cash balances and remove all transfers between cash and restricted cash from operating, investing and financing activities.
In January 2017, the FASB issued guidance on simplifying subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists to when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The revised guidance is effective for reporting periods beginning after December 15, 2019, and the amendments will be applied prospectively. Early application is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this new guidance.
In January 2017, the FASB issued guidance that revises the definition of a business. This new guidance is applicable when evaluating whether an acquisition should be treated as either a business acquisition or an asset acquisition. Under the revised guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset or group of similar assets, the assets acquired would not be considered a business. The Company will adopt this guidance effective January 1, 2018, and the amendments will be applied prospectively. The Company has assessed this revised guidance and expects, based on historical property acquisitions, that in most cases, a future property acquired after adoption would be treated as an asset acquisition rather than a business acquisition, which would result in the capitalization of related transaction costs.
In May 2017, the FASB issued guidance that clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The update states that modification accounting should be used unless the fair value of the award, the vesting terms of the award and the classification of the award as either equity or liability, all do not change as a result of the modification. The Company will adopt this guidance effective January 1, 2018. The Company expects that any future modifications to its issued share-based awards will be accounted for using modification accounting, unless the modification meets all of the exception criteria noted above. As a result, the modification would be treated as an exchange of the original award for a new award, with any incremental fair value being treated as additional compensation cost.
In August 2017, the FASB issued guidance to better align cash flow and fair value hedge accounting with the corresponding risk management activities. Among other things, the amendments expand which hedging strategies are eligible for hedge accounting, align the timing of recognition of hedge results with the earnings effect of the hedged item and allow companies to include the change in fair value of the derivative in the same income statement line item as the earnings effect of the hedged item. Additionally, for cash flow hedges that are highly effective, the update allows for all changes in fair value of the derivative to be recorded in other comprehensive income. The revised guidance is effective for reporting periods beginning after December 15, 2018. Early application is permitted. The Company is currently evaluating the impact of this new guidance.
14
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Note 4 — Real Estate Investments
The Company owned 517 properties, which were acquired for investment purposes, as of September 30, 2017. The following table presents the allocation of real estate assets acquired and liabilities assumed during the nine months ended September 30, 2017 and 2016:
Nine Months Ended September 30, | ||||||||
(Dollar amounts in thousands) | 2017 | 2016 | ||||||
Real estate investments, at cost (1): | ||||||||
Land | $ | 303,868 | $ | 1,729 | ||||
Buildings, fixtures and improvements | 1,150,645 | 29,664 | ||||||
Total tangible assets | 1,454,513 | 31,393 | ||||||
Acquired intangibles: (2) | ||||||||
In-place leases | 170,748 | 3,162 | ||||||
Above-market lease assets | 22,862 | 548 | ||||||
Below-market ground lease asset | 1,233 | — | ||||||
Above-market ground lease liability | — | (85 | ) | |||||
Below-market lease liabilities | (106,369 | ) | (774 | ) | ||||
Total intangible assets, net | 88,474 | 2,851 | ||||||
Credit facility assumed in the Merger | (304,000 | ) | — | |||||
Mortgage notes payable assumed in the Merger | (127,651 | ) | — | |||||
Premiums on mortgage notes payable assumed in the Merger | (4,143 | ) | — | |||||
Other assets acquired and (liabilities assumed) in the Merger, net | 16,427 | — | ||||||
Consideration paid for acquired real estate investments, net of liabilities assumed | $ | 1,123,620 | $ | 34,244 | ||||
Number of properties purchased | 81 | 4 | ||||||
_____________________________________
(1) | Real estate investments, at cost and market lease liabilities acquired during the nine months ended September 30, 2017 have been provisionally allocated pending receipt and review of final appraisals and/or other information. |
(2) | Weighted-average remaining amortization periods for in-place leases, above-market lease assets and below-market lease liabilities acquired during the nine months ended September 30, 2017 were 7.1 years, 9.1 years and 18.9 years, respectively, as of each property's respective acquisition date. |
Total acquired intangible lease assets and liabilities consist of the following as of the dates presented:
September 30, 2017 | December 31, 2016 | |||||||||||||||||||||||
(In thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
Intangible assets: | ||||||||||||||||||||||||
In-place leases | $ | 427,467 | $ | 136,586 | $ | 290,881 | $ | 286,548 | $ | 95,547 | $ | 191,001 | ||||||||||||
Above-market lease assets | 32,850 | 10,993 | 21,857 | 13,581 | 8,106 | 5,475 | ||||||||||||||||||
Below-market ground lease asset | 1,233 | 20 | 1,213 | — | — | — | ||||||||||||||||||
Total acquired intangible lease assets | $ | 461,550 | $ | 147,599 | $ | 313,951 | $ | 300,129 | $ | 103,653 | $ | 196,476 | ||||||||||||
Intangible liabilities: | ||||||||||||||||||||||||
Above-market ground lease liability | $ | 85 | $ | 2 | $ | 83 | $ | 85 | $ | 1 | $ | 84 | ||||||||||||
Below-market lease liabilities | 124,719 | 12,129 | 112,590 | 18,443 | 4,612 | 13,831 | ||||||||||||||||||
Total acquired intangible lease liabilities | $ | 124,804 | $ | 12,131 | $ | 112,673 | $ | 18,528 | $ | 4,613 | $ | 13,915 | ||||||||||||
15
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
The following table presents amortization expense and adjustments to revenue and property operating expenses for intangible assets and liabilities for the three and nine months ended September 30, 2017 and 2016:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(In thousands) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
In-place leases | $ | 18,685 | $ | 8,550 | $ | 50,149 | $ | 25,841 | ||||||||
Total added to depreciation and amortization | $ | 18,685 | $ | 8,550 | $ | 50,149 | $ | 25,841 | ||||||||
Above-market leases | $ | (1,607 | ) | $ | (724 | ) | $ | (4,387 | ) | $ | (2,220 | ) | ||||
Below-market lease liabilities | 3,134 | 752 | 7,491 | 1,713 | ||||||||||||
Total added to (deducted from) rental income | $ | 1,527 | $ | 28 | $ | 3,104 | $ | (507 | ) | |||||||
Below-market ground lease asset | $ | 8 | $ | — | $ | 20 | $ | — | ||||||||
Above-market ground lease liability | — | — | (1 | ) | (1 | ) | ||||||||||
Total deducted from property operating expenses | $ | 8 | $ | — | $ | 19 | $ | (1 | ) | |||||||
The following table provides the projected amortization expense and adjustments to revenue and property operating expenses for intangible assets and liabilities for the next five years:
(In thousands) | October 1, 2017 to December 31, 2017 | 2018 | 2019 | 2020 | 2021 | |||||||||||||||
In-place leases | $ | 15,923 | $ | 54,238 | $ | 43,938 | $ | 34,907 | $ | 29,736 | ||||||||||
Total to be added to depreciation and amortization | $ | 15,923 | $ | 54,238 | $ | 43,938 | $ | 34,907 | $ | 29,736 | ||||||||||
Above-market leases | $ | (1,426 | ) | $ | (4,096 | ) | $ | (3,244 | ) | $ | (2,422 | ) | $ | (2,085 | ) | |||||
Below-market lease liabilities | 2,356 | 9,213 | 8,516 | 7,795 | 6,936 | |||||||||||||||
Total to be added to rental income | $ | 930 | $ | 5,117 | $ | 5,272 | $ | 5,373 | $ | 4,851 | ||||||||||
Below-market ground lease asset | $ | 7 | $ | 32 | $ | 32 | $ | 32 | $ | 32 | ||||||||||
Above-market ground lease liability | — | (2 | ) | (2 | ) | (2 | ) | (2 | ) | |||||||||||
Total to be added to property operating expenses | $ | 7 | $ | 30 | $ | 30 | $ | 30 | $ | 30 | ||||||||||
The following table presents unaudited pro forma information as if the acquisitions during the nine months ended September 30, 2017 had been consummated on January 1, 2016:
Nine Months Ended September 30, | ||||||||
(In thousands, except per share data) | 2017 (1) | 2016 | ||||||
Pro forma revenues | $ | 218,529 | $ | 237,564 | ||||
Pro forma net loss | $ | (20,062 | ) | $ | (10,084 | ) | ||
Basic and diluted pro forma net loss per share | $ | (0.19 | ) | $ | (0.10 | ) | ||
_____________________
(1) | For the nine months ended September 30, 2017, aggregate revenues and net income derived from the Company's 2017 acquisitions (for the Company's period of ownership) were $84.8 million and $7.6 million, respectively. |
16
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
The following table presents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items:
(In thousands) | Future Minimum Base Rent Payments | |||
October 1, 2017 to December 31, 2017 | $ | 58,208 | ||
2018 | 223,642 | |||
2019 | 213,028 | |||
2020 | 196,395 | |||
2021 | 183,829 | |||
Thereafter | 1,110,173 | |||
$ | 1,985,275 | |||
The following table lists the tenants (including, for this purpose, all affiliates of such tenants) from which the Company derives annualized rental income on a straight-line basis constituting 10.0% or more of the Company's consolidated annualized rental income on a straight-line basis for all portfolio properties as of the dates indicated:
September 30, | ||||
Tenant | 2017 | 2016 | ||
SunTrust Bank | 11.5% | 17.8% | ||
Sanofi US | * | 11.4% | ||
C&S Wholesale Grocer | * | 10.2% | ||
_____________________
* | Tenant's annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income for all properties as of the date specified. |
The termination, delinquency or non-renewal of leases by one or more of the above tenants may have a material adverse effect on revenues. No other tenant represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of September 30, 2017 and 2016.
The following table lists the states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of the dates indicated:
September 30, | ||||
State | 2017 | 2016 | ||
New Jersey | * | 20.0% | ||
Georgia | * | 11.0% | ||
* | State's annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income for all properties as of the date specified. |
The Company did not own properties in any other state that in total represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of September 30, 2017 and 2016.
Real Estate Held For Sale
When assets are identified by management as held for sale, the Company stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company's estimate of the net sales price of the assets.
17
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
As of September 30, 2017 and December 31, 2016, there were three and five properties, respectively, classified as held for sale. The disposal of these properties does not represent a strategic shift. Accordingly, the operating results of these properties remain classified within continuing operations for all periods presented.
The following table details the major classes of assets associated with the properties that have been reclassified as held for sale as of September 30, 2017 and December 31, 2016.
(Dollar amounts in thousands) | September 30, 2017 | December 31, 2016 | ||||||
Real estate investments held for sale, at cost: | ||||||||
Land | $ | 735 | $ | 7,225 | ||||
Buildings, fixtures and improvements | 2,423 | 142,798 | ||||||
Acquired intangible lease assets | 404 | 18,145 | ||||||
Total real estate assets held for sale, at cost | 3,562 | 168,168 | ||||||
Less accumulated depreciation and amortization | (1,007 | ) | (29,213 | ) | ||||
Total real estate investments held for sale, net | 2,555 | 138,955 | ||||||
Impairment charges related to properties reclassified as held for sale | (66 | ) | (1,353 | ) | ||||
Assets held for sale | $ | 2,489 | $ | 137,602 | ||||
Real Estate Sales
During the nine months ended September 30, 2017, the Company closed on the sale of 19 properties, including 13 properties operated by SunTrust Banks, Inc. ("SunTrust") (as discussed below), for an aggregate contract price of $277.9 million, exclusive of closing costs. These sales resulted in aggregate gains of $14.1 million, which is reflected in gain on sale of real estate investments on the consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2017, as well as impairment losses of $3.6 million.
During the three months ended September 30, 2017, the Company closed on the sale of seven properties operated by SunTrust (as discussed below) for an aggregate contract price of $6.0 million, exclusive of closing costs. These sales resulted in aggregate gains of $0.3 million, as well as impairment losses of $0.1 million.
The disposal of these properties did not represent a strategic shift. Accordingly, the operating results of the properties sold remained classified within continuing operations for all periods presented until the date of disposal. During the nine months ended September 30, 2016, the Company closed on the sale of nine properties, resulting in impairment charges of $0.1 million and gains on sale of real estate investments of $0.5 million.
Impairment of Held for Use Real Estate Investments
As of September 30, 2017 and December 31, 2016, the Company owned 44 and 57 held for use single-tenant net lease properties operated by SunTrust, respectively, which had lease terms set to expire between December 31, 2017 and March 31, 2018. As a result, the Company reconsidered its intended holding period for these properties and evaluated the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. The Company primarily used a market approach to estimate the future cash flows expected to be generated. This approach involved evaluating comparable sales of properties in the same geographic region as the SunTrust properties in order to generate an estimated sale price. The Company made certain assumptions in this approach including, among others, that the properties in the comparable sales used in the analysis share similar characteristics to the SunTrust properties, and that market and economic conditions at the time of any potential sales of these SunTrust properties, such as discount rates, demand for space, competition for tenants, changes in market rental rates, and costs to operate the property, would be similar to those in the comparable sales analyzed. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future.
For some of the held for use SunTrust properties noted above, the Company has executed a non-binding letter of intent ("LOI") or a definitive purchase and sale agreement ("PSA") to sell the properties. In those instances, the Company used the sale price from the applicable LOI or PSA to estimate the future cash flows expected to be generated. The Company made certain assumptions in this approach as well, mainly that the sale of these properties would close at the terms specified in the LOI or PSA. There can be no guarantee that the sales of these properties will close under these terms or at all.
18
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
As a result of its consideration of impairment, the Company determined that as of December 31, 2016, the carrying value of 43 of the 57 held for use SunTrust properties noted above exceeded their estimated fair values and recognized an aggregate impairment charge of $24.7 million during the year ended December 31, 2016. During the three and nine months ended September 30, 2017, the Company recognized additional impairment charges of $7.5 million and $9.7 million, respectively, on the held for use SunTrust properties based on LOIs or PSAs entered into, which is included on the consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2017. No impairment was recognized on properties held for use during the three and nine months ended September 30, 2016. The carrying value of the remaining 44 SunTrust properties noted above was $48.1 million as of September 30, 2017.
Property Damage
During the three months ended September 30, 2017, one of the Company's properties, Southroads Shopping Center, sustained roof damage from a tornado. The property is covered by insurance for property damage, subject to normal deductibles. Accordingly, damage will be covered by insurance proceeds, and the Company does not expect any significant exposure to loss related to this property. As a result of the damage, the Company wrote off the carrying value of the property's roof, which was estimated to be $5.6 million, and booked a corresponding insurance receivable on its consolidated balance sheet as of September 30, 2017.
Note 5 — Commercial Mortgage Loan
The following table is a summary of the Company's commercial mortgage loan portfolio:
September 30, 2017 | December 31, 2016 | |||||||||||||||
Loan Type | Property Type | Par Value | Percentage | Par Value | Percentage | |||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Senior | Student Housing — Multifamily | $ | 17,200 | 100.0 | % | $ | 17,200 | 100 | % | |||||||
Credit Characteristics
As part of the Company's process for monitoring the credit quality of its loan, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its performing loans. The loans are scored on a scale of 1 to 5 as follows:
Investment Rating | Summary Description | |
1 | Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable. | |
2 | Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable. | |
3 | Performing investments requiring closer monitoring. Trends and risk factors show some deterioration. | |
4 | Underperforming investment with some loss of interest expected but still expecting a positive return on investment. Trends and risk factors are negative. | |
5 | Underperforming investment with expected loss of interest and some principal. | |
All commercial mortgage loans are assigned an initial risk rating of 2. As of September 30, 2017, the risk rating of the Company's commercial loan held for investment was 3. As of September 30, 2017, the Company did not have any loans that were past due on their payments, in non-accrual status or impaired. No allowance for loan losses has been recorded as of September 30, 2017 or December 31, 2016.
For the nine months ended September 30, 2017 and 2016, the activity on the Company's commercial mortgage loans, held for investment, was as follows:
Nine Months Ended | ||||||||
(In thousands) | September 30, 2017 | September 30, 2016 | ||||||
Beginning balance | $ | 17,175 | $ | 17,135 | ||||
Discount accretion and premium amortization (1) | 16 | 15 | ||||||
Ending balance | $ | 17,191 | $ | 17,150 | ||||
_____________________________________
(1) | Includes amortization of capitalized origination fees and expenses. |
19
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Note 6 — Credit Facility
On February 16, 2017, the Company, the OP, and certain other subsidiaries of the Company acting as guarantors, entered into an amendment, assumption, joinder and reaffirmation of guaranties (the “Second Amendment”) to an unsecured amended and restated credit agreement, dated December 2, 2014 (as amended by the Second Amendment, the “Credit Agreement”), by and among the RCA OP, to which the OP is successor by merger, BMO Harris Bank N.A., as administrative agent, letter of credit issuer, swingline lender and a lender, and the other parties thereto, relating to a revolving credit facility (the “Amended Credit Facility”). The Second Amendment provides for, among other things, the OP to become the borrower and principal obligor under the Credit Agreement and the Amended Credit Facility, and for the Company to become a guarantor under the Amended Credit Facility. RCA and the RCA OP were parties to the Credit Agreement prior to closing of the Merger.
The Amended Credit Facility provides for aggregate revolving loan borrowings of up to $325.0 million (subject to the value and debt service coverage ratio of the unencumbered asset pool comprising the borrowing base thereunder), a swingline subfacility of $25.0 million and a $20.0 million letter of credit subfacility, subject to certain conditions. Through an uncommitted “accordion feature,” the OP, subject to lender consent and certain other conditions, may increase commitments under the Amended Credit Facility to up to $575.0 million. As of September 30, 2017, the Company's unused borrowing capacity was $65.0 million, based on the aggregate commitments under the Amended Credit Facility.
The Amended Credit Facility matures on May 1, 2018. Borrowings under the Amended Credit Facility bear interest at either (i) the base rate (which is defined in the Credit Agreement as the greatest of (a) the prime rate in effect on such day, (b) the federal funds effective rate in effect on such day plus 0.50%, and (c) LIBOR for a one month interest period plus 1.00%) plus an applicable spread ranging from 0.35% to 1.00%, depending on the Company’s consolidated leverage ratio, or (ii) LIBOR plus an applicable spread ranging from 1.35% to 2.00%, depending on the Company’s consolidated leverage ratio.
The Amended Credit Facility provides for quarterly interest payments for each base rate loan and periodic interest payments for each LIBOR loan, based upon the applicable interest period (though no longer than three months) with respect to such LIBOR loan, with all principal outstanding being due on the maturity date. The Amended Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty. Upon the occurrence of an event of default, the requisite lenders have the right to terminate their obligations under the Amended Credit Facility and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Company, certain of its subsidiaries and certain subsidiaries of the OP will guarantee the obligations under the Amended Credit Facility.
In connection with the Mergers, the Company assumed the outstanding balance on the Amended Credit Facility of $304.0 million. During the nine months ended September 30, 2017, the Company paid down $114.0 million, and subsequently drew $70.0 million, leaving an outstanding balance of $260.0 million as of September 30, 2017.
The Amended Credit Facility contains various customary covenants, including but not limited to financial maintenance covenants with respect to maximum consolidated leverage and consolidated secured leverage, minimum fixed charge coverage, a maximum ratio of other recourse debt to total asset value and minimum net worth. As of September 30, 2017, the Company was in compliance with the financial covenants under the Amended Credit Facility.
20
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Note 7 — Mortgage Notes Payable
The Company's mortgage notes payable as of September 30, 2017 and December 31, 2016 consisted of the following:
Outstanding Loan Amount as of | Effective Interest Rate as of | |||||||||||||||||||||
Portfolio | Encumbered Properties | September 30, 2017 | December 31, 2016 | September 30, 2017 | December 31, 2016 | Interest Rate | Maturity | Anticipated Repayment | ||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||||||
SAAB Sensis I | 1 | $ | 7,565 | $ | 7,841 | 5.93 | % | 5.93 | % | Fixed | Apr. 2025 | Apr. 2025 | ||||||||||
SunTrust Bank II | 27 | 22,756 | 25,000 | 5.50 | % | 5.50 | % | Fixed | Jul. 2031 | Jul. 2021 | ||||||||||||
C&S Wholesale Grocer I (1) | — | — | 82,313 | — | % | 5.48 | % | Fixed | Apr. 2037 | Apr. 2017 | ||||||||||||
SunTrust Bank III | 104 | 82,685 | 88,567 | 5.50 | % | 5.50 | % | Fixed | Jul. 2031 | Jul. 2021 | ||||||||||||
SunTrust Bank IV | 27 | 21,243 | 21,243 | 5.50 | % | 5.50 | % | Fixed | Jul. 2031 | Jul. 2021 | ||||||||||||
Sanofi US I | 1 | 125,000 | 125,000 | 5.16 | % | 5.16 | % | Fixed | Jul. 2026 | Jan. 2021 | ||||||||||||
Stop & Shop I | 4 | 37,744 | 38,271 | 5.63 | % | 5.63 | % | Fixed | Jun. 2041 | Jun. 2021 | ||||||||||||
Multi-Tenant Mortgage Loan | 266 | 648,222 | 649,532 | 4.36 | % | 4.36 | % | Fixed | Sep. 2020 | Sep. 2020 | ||||||||||||
Liberty Crossing | 1 | 11,000 | — | 4.66 | % | — | % | Fixed | Jul. 2018 | Jul. 2018 | ||||||||||||
San Pedro Crossing | 1 | 17,985 | — | 3.79 | % | — | % | Fixed | Jan. 2018 | Jan. 2018 | ||||||||||||
Tiffany Springs MarketCenter | 1 | 33,802 | — | 3.92 | % | — | % | Fixed | (3) | Oct. 2018 | Oct. 2018 | |||||||||||
Shops at Shelby Crossing | 1 | 23,105 | — | 4.97 | % | — | % | Fixed | Mar. 2024 | Mar. 2024 | ||||||||||||
Patton Creek | 1 | 41,060 | — | 5.76 | % | — | % | Fixed | Dec. 2020 | Dec. 2020 | ||||||||||||
Bob Evans I | 23 | 23,950 | — | 4.71 | % | — | % | Fixed | Sep. 2037 | Sep. 2027 | ||||||||||||
Gross mortgage notes payable | 458 | 1,096,117 | 1,037,767 | 4.69 | % | (2) | 4.75 | % | (2) | |||||||||||||
Deferred financing costs, net of accumulated amortization | (13,038 | ) | (15,492 | ) | ||||||||||||||||||
Mortgage notes payable, net of deferred financing costs | $ | 1,083,079 | $ | 1,022,275 | ||||||||||||||||||
_____________________________________
(1) | The Company paid off the full mortgage balance secured by the C&S Wholesale Grocer properties on April 19, 2017. |
(2) | Calculated on a weighted-average basis for all mortgages outstanding as of the dates indicated. |
(3) | Fixed as a result of entering into a swap agreement, which is included in derivatives, at fair value on the unaudited consolidated balance sheet as of September 30, 2017. |
As of September 30, 2017 and December 31, 2016, the Company had pledged $2.1 billion in real estate investments as collateral for its mortgage notes payable. This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable on the properties. In addition, as of September 30, 2017, $770.3 million in real estate investments were included in the unencumbered asset pool comprising the borrowing base under the Amended Credit Facility. Therefore, this real estate is only available to serve as collateral or satisfy other debts and obligations if it is first removed from the borrowing base under the Amended Credit Facility.
During August 2015, certain subsidiaries of the Company entered into a $655.0 million mortgage loan agreement ("Multi-Tenant Mortgage Loan") with Barclays Bank PLC, Column Financial Inc. and UBS Real Estate Securities Inc. (together, the "Lenders"). The Multi-Tenant Mortgage Loan has a stated maturity of September 6, 2020 and a stated annual interest rate of 4.30%. As of September 30, 2017, the Multi-Tenant Mortgage Loan was secured by mortgage interests in 266 of the Company's properties. As of September 30, 2017, the outstanding balance under the Multi-Tenant Mortgage Loan was $648.2 million.
At the closing of the Multi-Tenant Mortgage Loan, the Lenders placed $42.5 million of the proceeds from the Multi-Tenant Mortgage Loan in escrow, to be released to the Company upon certain conditions, including the receipt of ground lease estoppels, performance of certain repairs and receipt of environmental insurance. As of September 30, 2017, the Lenders had released $34.6 million of the amount originally placed in escrow to the Company. As of September 30, 2017, $7.9 million of the proceeds from the Multi-Tenant Mortgage Loan remained in escrow and is included in restricted cash on the unaudited consolidated balance sheet as of September 30, 2017.
21
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
The following table summarizes the scheduled aggregate principal payments on mortgage notes payable based on stated maturity dates for the five years subsequent to September 30, 2017 and thereafter:
(In thousands) | Future Principal Payments | |||
October 1, 2017 to December 31, 2017 | $ | 582 | ||
2018 | 65,182 | |||
2019 | 2,533 | |||
2020 | 689,107 | |||
2021 | 1,398 | |||
Thereafter | 337,315 | |||
$ | 1,096,117 | |||
The Company's mortgage notes payable agreements require the compliance of certain property-level financial covenants including debt service coverage ratios. As of September 30, 2017, the Company was in compliance with financial covenants under its mortgage notes payable agreements.
Note 8 — Fair Value Measurements
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair value. GAAP establishes market-based or observable inputs as the preferred sources of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 — Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.
The Company's derivative instrument is measured at fair value on a recurring basis. Although the Company has determined that the majority of the inputs used to value its derivative fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparty. However, as of September 30, 2017, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative position and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivative. As a result, the Company has determined that its derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties.
The Company had impaired real estate investments held for sale, which were carried at fair value on a non-recurring basis on the consolidated balance sheets as of September 30, 2017 and December 31, 2016. Impaired real estate investments held for sale were valued using the sale price from the applicable LOI or PSA less costs to sell, which is an observable input. As a result, the Company's impaired real estate investments held for sale are classified in Level 2 of the fair value hierarchy.
22
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
The Company also had impaired real estate investments held for use, which were carried at fair value on a non-recurring basis on the consolidated balance sheet as of September 30, 2017 and December 31, 2016. The Company recognized an aggregate impairment charge of $24.7 million during 2016 related to real estate investments held for use. During the three and nine months ended September 30, 2017, the Company recognized additional impairment charges of $7.5 million and $9.7 million, respectively, related to real estate investments held for use. See Note 4 — Real Estate Investments for additional information on impairment charges incurred by the Company.
The Company primarily used a market approach to estimate the future cash flows expected to be generated. This approach involved evaluating comparable sales of properties in the same geographic region as the SunTrust properties in order to generate an estimated sale price, which is an unobservable input. As a result, the impaired properties that the Company evaluated using this approach are classified in Level 3 of the fair value hierarchy.
For some of the impaired properties, the Company had an executed LOI or PSA to sell the property. In those instances, the Company used the sale price from the applicable LOI or PSA to estimate the future cash flows expected to be generated, which is an observable input. As a result, the impaired properties that the Company evaluated using this approach are classified in Level 2 of the fair value hierarchy.
The following table presents information about the Company's assets and liabilities measured at fair value on a recurring and non-recurring basis as of September 30, 2017 and December 31, 2016, aggregated by the level in the fair value hierarchy within which those instruments fall.
(In thousands) | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | Total | ||||||||||||
September 30, 2017 | ||||||||||||||||
Impaired real estate investments held for sale | $ | — | $ | 573 | $ | — | $ | 573 | ||||||||
Impaired real estate investments held for use | — | 25,457 | — | 25,457 | ||||||||||||
Interest rate swap | — | (53 | ) | — | (53 | ) | ||||||||||
Total | $ | — | $ | 25,977 | $ | — | $ | 25,977 | ||||||||
December 31, 2016 | ||||||||||||||||
Impaired real estate investments held for sale | $ | — | $ | 961 | $ | — | $ | 961 | ||||||||
Impaired real estate Investments held for use | — | 6,525 | 45,032 | 51,557 | ||||||||||||
Total | $ | — | $ | 7,486 | $ | 45,032 | $ | 52,518 | ||||||||
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets and liabilities. The Company's policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the end of the reporting period. There were no transfers between levels of the fair value hierarchy during the nine months ended September 30, 2017 and 2016.
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and distributions payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets as of September 30, 2017 and December 31, 2016 are reported in the following table:
Carrying Amount at | Fair Value at | Carrying Amount at | Fair Value at | |||||||||||||||
(In thousands) | Level | September 30, 2017 | September 30, 2017 | December 31, 2016 | December 31, 2016 | |||||||||||||
Commercial mortgage loan, held for investment | 3 | $ | 17,191 | $ | 17,200 | $ | 17,175 | $ | 17,200 | |||||||||
Gross mortgage notes payable and mortgage premiums, net | 3 | $ | 1,107,824 | $ | 1,114,908 | $ | 1,048,448 | $ | 1,076,065 | |||||||||
Credit facility | 3 | $ | 260,000 | $ | 260,000 | $ | — | $ | — | |||||||||
23
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
The fair value of the commercial mortgage loan is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of investments. The fair value of gross mortgage notes payable is based on combinations of independent third party estimates and management's estimates of market interest rates. Advances under the Amended Credit Facility are considered to be reported at fair value, because its interest rate varies with changes in LIBOR, and there has not been a significant change in credit risk of the Company or credit markets since assumption.
Note 9 — Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its related parties may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
Non-designated Hedges
Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. A gain of approximately $21,000 is included in interest expense on the consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2017. There was no gain or loss on non-designated hedging relationship during the three months ended September 30, 2017. As of September 30, 2017 and December 31, 2016, the Company did not have any derivatives that were not designated as hedges in qualifying hedging relationships.
Cash Flow Hedges of Interest Rate Risk
The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.
Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next twelve months, the Company estimates that approximately $45,000 will be reclassified from other comprehensive loss as a decrease to interest expense.
As of September 30, 2017, the Company had the following derivatives that were designated as cash flow hedges of interest rate risk. The Company had no derivatives outstanding as of December 31, 2016:
September 30, 2017 | ||||||
Interest Rate Derivative | Number of Instruments | Notional Amount | ||||
(In thousands) | ||||||
Interest Rate Swap | 1 | $ | 34,098 | |||
24
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the accompanying consolidated balance sheet as of September 30, 2017. The Company had no derivatives outstanding as of December 31, 2016:
(In thousands) | Balance Sheet Location | September 30, 2017 | ||||
Derivatives designated as hedging instruments: | ||||||
Interest Rate Swap | Derivatives, at fair value | $ | (53 | ) | ||
The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2017. There was no gain or loss recognized on interest rate derivatives during the three and nine months ended September 30, 2016:
(In thousands) | Three Months Ended September 30, 2017 | Nine Months Ended September 30, 2017 | ||||||
Amount of gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives (effective portion) | $ | 1 | 9 | |||||
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense | $ | (9 | ) | $ | (35 | ) | ||
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | $ | — | $ | — | ||||
Credit-risk-related Contingent Features
The Company has an agreement with its derivative counterparty that contains a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
As of September 30, 2017, the fair value of derivatives in a net liability position including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $0.1 million. As of September 30, 2017, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $0.1 million at September 30, 2017.
Note 10 — Common Stock
As of September 30, 2017 and December 31, 2016, the Company had 104.6 million and 65.8 million shares of common stock outstanding, respectively, including unvested restricted shares and shares issued pursuant to the DRIP.
In April 2013, the Company's board of directors authorized a monthly distribution equivalent to $1.65 per annum, per share of common stock. Effective July 1, 2017, the Company's board of directors authorized a decrease in the daily accrual of distributions to an annualized rate of $1.30 per annum, per share of common stock. Distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distributions payments are not assured.
On March 17, 2017, the Company's board of directors approved an estimated net asset value per share of the Company's common stock ("Estimated Per-Share NAV") as of December 31, 2016, which was published on March 20, 2017. The Company intends to publish subsequent valuations of Estimated Per-Share NAV periodically at the discretion of the Company's board of directors, provided that such valuations will be made at least once annually. The Estimated Per-Share NAV does not represent: (1) the price at which the Company's common stock would trade on a national securities exchange or the per-share price a third party would pay to acquire the Company, (2) the amount a stockholder would obtain if he or she tried to sell his or her shares or (3) the amount stockholders would receive if the Company liquidated its assets and distributed the proceeds after paying all of its expenses and liabilities. In addition, the Estimated Per-Share NAV does not reflect events subsequent to December 31, 2016 that would have affected the Company's net asset value. In determining an Estimated Per-Share NAV as of December 31, 2016, the board of directors considered the Estimated Per-Share NAV increase from the Merger. As such, the board of directors concluded that the Estimated Per-Share NAV selected as of December 31, 2016 would not materially change as a result of the Merger.
25
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Share Repurchase Program
The Company's board of directors has authorized the Company to repurchase shares pursuant to its share repurchase program (as amended and restated, the "SRP"), which permits investors to sell their shares back to the Company after they have held them for at least one year, subject to certain conditions and limitations. The Company may repurchase shares on a semiannual basis, in its sole discretion, at each six-month period ending June 30 and December 31.
On June 14, 2017, the Company announced that its board of directors had adopted an amendment and restatement of the SRP that superseded and replaced the existing SRP effective as of July 14, 2017. Under the amended and restated SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability of stockholders that purchased shares of the Company's common stock or received their shares from the Company (directly or indirectly) through one or more non-cash transactions would be considered for repurchase. Other terms and provisions of the amended and restated SRP remained consistent with the existing SRP.
Under the SRP, prior to the amendment and restatement, the repurchase price per share for requests other than for death or disability was as follows:
• | after one year from the purchase date — 92.5% of the then-current Estimated Per-Share NAV; |
• | after two years from the purchase date — 95.0% of the then-current Estimated Per-Share NAV; |
• | after three years from the purchase date — 97.5% of the then-current Estimated Per-Share NAV; and |
• | after four years from the purchase date — 100.0% of the then-current Estimated Per-Share NAV. |
In the case of requests for death or disability, the repurchase price per share is equal to Estimated Per-Share NAV applicable on the last day of the semiannual period, as described below.
Under the SRP, repurchases at each semiannual period are limited to a maximum of 2.5% of the weighted-average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted-average number of shares of common stock outstanding during the previous fiscal year. Repurchases pursuant to the SRP for any given semiannual period are funded from proceeds received during that same semiannual period through the issuance of common stock pursuant to the DRIP, as well as any funds reserved by the Company in the sole discretion of the board of directors. Repurchases are made at a price based on Estimated Per-Share NAV applicable on the last day of the semiannual period, as described above.
The Company's board of directors reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase, change the purchase price for repurchases or otherwise amend the terms of, suspend or terminate the SRP pursuant to any applicable notice requirements under the SRP. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests.
When a stockholder requests repurchases and the repurchases are approved, the Company reclassifies such an obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased have the status of authorized but unissued shares.
The following table summarizes the repurchases of shares under the SRP cumulatively through September 30, 2017:
Number of Shares | Weighted-Average Price per Share | ||||||
Cumulative repurchases as of December 31, 2016 | 2,081,499 | $ | 24.12 | ||||
Three months ended March 31, 2017 | 848,822 | (1) | 23.85 | ||||
Three months ended June 30, 2017 | 6,084 | 23.83 | |||||
Three months ended September 30, 2017 | 370,472 | (2) | 23.41 | ||||
Cumulative repurchases as of September 30, 2017 | 3,306,877 | $ | 23.97 | ||||
(1) | Excludes rejected repurchase requests received during 2016 with respect to 5.9 million shares for $140.1 million at a weighted-average price per share of 23.65. |
(2) | In July 2017, following the effectiveness of the amendment and restatement of the SRP, the Company's board of directors approved 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to June 30, 2017. No repurchases have been or will be made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP. |
26
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Distribution Reinvestment Plan
Pursuant to the DRIP, the Company's stockholders may elect to reinvest distributions by purchasing shares of common stock. The DRIP was suspended following the payment of the Company's June 2015 distribution on July 1, 2015. On April 1, 2016, the Company reinstated the DRIP and registered an additional 7.7 million shares of common stock, offered at the then-current Estimated Per-Share NAV, for use under the DRIP pursuant to a registration statement on Form S-3 (File No. 333-210532). On August 30, 2016, in consideration of the Merger, the Company's board of directors determined to suspend the DRIP effective immediately. Following the effectiveness of the joint proxy statement/prospectus relating to the Mergers on December 16, 2016, the Company reinstated the DRIP.
No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Shares issued pursuant to the DRIP are recorded within equity in the accompanying consolidated balance sheets in the period distributions are declared. During the nine months ended September 30, 2017, 1.8 million shares of common stock were issued pursuant to the DRIP.
Note 11 — Commitments and Contingencies
Future Minimum Ground Lease Payments
The Company entered into ground lease agreements related to certain acquisitions under leasehold interest arrangements. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter:
(In thousands) | Future Minimum Base Rent Payments | |||
October 1, 2017 to December 31, 2017 | $ | 361 | ||
2018 | 1,427 | |||
2019 | 1,437 | |||
2020 | 1,219 | |||
2021 | 901 | |||
Thereafter | 13,450 | |||
$ | 18,795 | |||
Litigation and Regulatory Matters
On January 13, 2017, four affiliated stockholders of RCA filed in the United States District Court for the District of Maryland a putative class action lawsuit against the Company, Edward M. Weil, Jr., Leslie D. Michelson, Edward G. Rendell (Weil, Michelson and Rendell, the “Director Defendants”), AR Global, and the Company, alleging violations of Sections 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) by RCA and the Director Defendants, violations of Section 20(a) of the Exchange Act by AR Global and the Director Defendants, breaches of fiduciary duty by the Director Defendants, and aiding and abetting breaches of fiduciary duty by AR Global and the Company in connection with the negotiation of and proxy solicitation for a shareholder vote on the proposed merger of the Company and RCA and an amendment to RCA's charter. The complaint sought on behalf of the putative class rescission of the merger transaction, which was voted on and approved by stockholders on February 13, 2017, and closed on February 16, 2017, together with unspecified rescissory damages, unspecified actual damages, and costs and disbursements of the action. On April 26, 2017, the Court appointed a lead plaintiff. Lead plaintiff, along with other stockholders of RCA, filed an amended complaint on June 19, 2017. The Amended Complaint named additional individuals and entities as defendants (David Gong, Stanley Perla, Lisa Kabnick ("Additional Director Defendants"), Nicholas Radesca and American Realty Capital Retail Advisor, LLC), added counts under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 in connection with the Registration Statement for the proposed merger, under Section 13(e) of the Exchange Act, and counts for breach of contract and unjust enrichment, and dropped the demand for rescission (while maintaining the demand for rescissory damages). The Company, the Director Defendants, the Additional Director Defendants and Nicholas Radesca deny wrongdoing and liability and intend to vigorously defend the action. Due to the early stage of the litigation, no estimate of a probable loss or any reasonable possible losses are determinable at this time. No provisions for such losses have been recorded in the accompanying consolidated financial statements for the three and nine months ended September 30, 2017.
There are no other material legal or regulatory proceedings pending or known to be contemplated against the Company.
27
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy's coverage conditions and limitations. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on its financial position or results of operations.
Note 12 — Related Party Transactions and Arrangements
As of September 30, 2017 and December 31, 2016, American Finance Special Limited Partner, LLC (the "Special Limited Partner"), an entity controlled by the Sponsor, owned 8,888 shares of the Company's outstanding common stock and owned 30,691 and 90 units, respectively, of OP Units. After holding the OP Units for a period of one year, or upon liquidation of the OP or sale of substantially all of the assets of the OP, holders of OP Units have the right to convert OP Units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, in accordance with the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.
Realty Capital Securities, LLC (the "Former Dealer Manager") served as the dealer manager of the IPO. American National Stock Transfer, LLC ("ANST"), a subsidiary of the parent company of the Former Dealer Manager, provided other general professional services through January 2016. RCS Capital Corporation ("RCAP"), the parent company of the Former Dealer Manager and certain of its affiliates that provided services to the Company, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was under common control with the Sponsor. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc. On March 8, 2017, the creditor trust established in connection with the RCAP bankruptcy filed suit against the Sponsor, the Advisor, advisors of other entities sponsored by the Sponsor, and the Sponsor’s principals (including Edward M. Weil, Jr.). The suit alleges, among other things, certain breaches of duties to RCAP. The Company is not named in the suit, nor are there any allegations related to the services the Advisor provides to the Company. On May 26, 2017, the defendants moved to dismiss. The Advisor has informed the Company that it believes that the suit is without merit and intends to defend against it vigorously.
Fees and Participations Incurred in Connection With the Operations of the Company
On April 29, 2015, the independent directors of the board of directors unanimously approved certain amendments to the Amended and Restated Advisory Agreement, as amended (the "Original A&R Advisory Agreement"), by and among the Company, the OP and the Advisor (the "Second A&R Advisory Agreement"). The Second A&R Advisory Agreement, which superseded the Original A&R Advisory Agreement, took effect on July 20, 2015, the date on which the Company filed certain changes to the Company's charter, which were approved by the Company's stockholders on June 23, 2015. The initial term of the Second A&R Advisory Agreement of 20 years began on April 29, 2015, and is automatically renewable for another 20-year term upon each 20-year anniversary unless terminated by the board of directors for cause.
On September 6, 2016, the date of the Merger Agreement, the Company entered into an amendment and restatement of the Second A&R Advisory Agreement (the "Third A&R Advisory Agreement"), which became effective upon the Effective Time of the Mergers. Under the Third A&R Advisory Agreement, the Company has the right to internalize the services and terminate the Advisory Agreement, referred to as an “internalization,” after January 1, 2018 as long as (1) more than 67% of the Company’s independent directors approve the internalization; (2) the Company provides written notice to the Advisor; and (3) the Company pays the Advisor a fee equal to (a) $15.0 million plus (b) either (x) if the internalization occurs on or before December 31, 2028, the Subject Fees (defined below) multiplied by 4.5 or (y) if the internalization occurs on or after January 1, 2029, the Subject Fees multiplied by 3.5 plus (c)(x) 1% of the purchase price (excluding the portion of the purchase price funded with equity proceeds raised prior to the end of the fiscal quarter in which the notice of election occurs) of each acquisition or merger that occurs between the end of the fiscal quarter in which notice is given and the internalization and (y) without duplication, 1% of the amount of new equity raised by the Company between the end of the fiscal quarter in which notice is given and the internalization. Subject Fees means (I) (A) all amounts payable pursuant to the Advisory Agreement and the property management and leasing agreement (the "Property Management Agreement") with the Property Manager for the fiscal quarter in which notice occurs multiplied by (B) four plus (II) without duplication, the annual increase in the base management fee resulting from the amount of new equity raised by the Company within the fiscal quarter in which notice occurs, as described above. The initial term of the Third A&R Advisory Agreement, which commenced upon the Effective Time, extends to April 29, 2035, and is automatically renewable for another 20-year term upon each 20-year anniversary.
28
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
On September 6, 2016, the date of the Merger Agreement, the Company entered into an amendment and restatement of the agreement of limited partnership of the OP (the “A&R OP Agreement”), which became effective upon the Effective Time. The A&R OP Agreement makes certain changes to the provisions of the partnership agreement relating to (a) distributions of net sales proceeds and the Termination Note (as defined in the A&R OP Agreement) issuable on termination of the Third A&R Advisory Agreement to address the issuance of shares of the Company’s common stock pursuant to the Merger and in future transactions; (b) internalization of the Advisor’s services after the Effective Time pursuant to the conditions in the Third A&R Advisory Agreement; and (c) certain matters related to changes in the Third A&R Advisory Agreement.
Prior to January 16, 2016, the Advisor was paid an acquisition fee equal to 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment. The Advisor also has been and may continue to be reimbursed for costs it incurs in providing investment-related services, or "insourced expenses." These insourced expenses may not exceed 0.5% of the contract purchase price of each acquired property and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company has paid and may continue to pay third party acquisition expenses. The aggregate amount of acquisition fees and financing coordination fees (as described below) were not to exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment for all the assets acquired. The Second A&R Advisory Agreement terminated the acquisition fee and financing coordination fee (both as defined in the Second A&R Advisory Agreement) effective January 16, 2016. As of January 16, 2016, aggregate acquisition fees and financing coordination fees did not exceed the 1.5% threshold. Further, the total of all acquisition fees, acquisition expenses and any financing coordination fees payable was not to exceed 4.5% of the Company's total portfolio contract purchase price or 4.5% of the amount advanced for the Company's total portfolio of loans or other investments. As of January 16, 2016, the total of all cumulative acquisition fees, acquisition expenses and financing coordination fees did not exceed the 4.5% threshold.
Additionally, prior to January 16, 2016, if the Advisor provided services in connection with the origination or refinancing of any debt that the Company obtained and used to acquire properties or to make other permitted investments, or that was assumed, directly or indirectly, in connection with the acquisition of properties, the Company paid the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations.
Prior to April 15, 2015, in connection with asset management services provided by the Advisor, the Company issued to the Advisor an asset management subordinated participation by causing the OP to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted, forfeitable partnership units of the OP designated as "Class B Units." The Class B Units were intended to be profit interests that would vest, and no longer be subject to forfeiture, at such time as: (a) the value of the OP's assets plus all distributions made by the Company equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pretax, non-compounded annual return thereon (the "economic hurdle"); (b) any one of the following events occurs concurrently with or subsequently to the achievement of the economic hurdle described above: (i) a listing; (ii) a transaction to which the Company or the OP is a party, as a result of which OP Units or the Company's common stock are exchanged for, or converted into, the right, or the holders of such securities are otherwise entitled, to receive cash, securities or other property or any combination thereof; or (iii) the termination of the advisory agreement without cause; and (c) the Advisor pursuant to the advisory agreement is providing services to the Company immediately prior to the occurrence of an event of the type described in clause (b) above, unless the failure to provide such services is attributable to the termination without cause of the advisory agreement by an affirmative vote of a majority of the Company's independent directors after the economic hurdle described above has been met. Unvested Class B Units will be forfeited immediately if: (x) the advisory agreement is terminated for any reason other than a termination without cause; or (y) the advisory agreement is terminated without cause by an affirmative vote of a majority of the board of directors before the economic hurdle described above has been met.
As of September 30, 2017, in aggregate, the Company's board of directors had approved the issuance of 1,052,420 Class B Units to the Advisor in connection with the arrangement described above. As of September 30, 2017, the Company could not determine the probability of achieving the performance condition, as such, no expense was recognized in connection with this arrangement during the nine months ended September 30, 2017 and 2016. The Advisor receives distributions on unvested Class B Units equal to the distribution amount received on the same number of shares of the Company's common stock. Such distributions on issued Class B Units are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Pursuant to an amendment (the "Amendment") to the Original A&R Advisory Agreement entered into in April 2015, the OP will not issue any further Class B Units. The changes made pursuant to the Amendment were incorporated into the Agreement of Limited Partnership of the OP (the "OP Agreement") through a Third Amendment to the OP Agreement, which was approved by the board of directors and entered into on April 29, 2015.
29
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Under the Second A&R Advisory Agreement, the Company was required to pay a fixed base management fee of $18.0 million annually. Under the Third A&R Advisory Agreement, the fixed portion of the base management fee increased from $18.0 million annually to (i) $21.0 million annually for the first year following the Effective Time; (ii) $22.5 million annually for the second year following the Effective Time; and (iii) $24.0 million annually for the remainder of the term. If the Company acquires (whether by merger, consolidation or otherwise) any REIT, other than RCA, that is advised by an entity that is wholly-owned, directly or indirectly, by AR Global, other than any joint ventures, (a "Specified Transaction"), the fixed portion of the base management fee will be increased by an amount equal to the consideration paid for the acquired company's equity multiplied by 0.0031, 0.0047 and 0.0062 for years one, two and three and thereafter, respectively, following the Specified Transaction. The variable portion of the base management fee changed from a quarterly fee equal to 0.375% of the cumulative net proceeds of any equity raised after the Company lists its common stock on a national securities exchange to a monthly fee equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity raised by the Company or its subsidiaries from and after the Effective Time. Base management fees are included in asset management fees to related party on the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2017 and 2016.
In addition, under the Third A&R Advisory Agreement, the Company is required to pay the Advisor a variable management fee equal to (x) 15.0% of the applicable quarter's Core Earnings (as defined below) per share in excess of $0.375 per share plus (y) 10.0% of the applicable quarter's Core Earnings per share in excess of $0.50 per share, in each case as adjusted for changes in the number of shares of common stock outstanding. Core Earnings are defined as, for the applicable period, GAAP net income or loss excluding non-cash equity compensation expense, the variable management fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains, losses or other non-cash items recorded in net loss for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairment of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses. The Company did not incur a variable management fee during the three and nine months ended September 30, 2017 and 2016.
On September 6, 2016, the RCA Advisor, as RCA’s former property manager and leasing agent, assigned RCA’s existing property management agreement (the "Target Property Management Agreement") and existing leasing agreement (the "Target Leasing Agreement") to the Property Manager, in respect of (1) the properties owned by RCA prior to the Merger, and (2) any existing anchored, stabilized core retail properties, such as power centers and lifestyle centers, acquired by the Company after the Effective Time and during the term of the Target Property Management Agreement and the Target Leasing Agreement, (collectively, the "Target Properties"). The Target Property Management Agreement and the Target Leasing Agreement became effective at the Effective Time.
In connection with the Merger Agreement, the Target Property Management Agreement and the Target Leasing Agreement, the Company has entered into an amended and restated the Property Management Agreement in respect of (1) the properties owned by the Company prior to the Merger and (2) any double- and triple-net leased single tenant properties acquired by the Company after the Effective Time and during the term of the Property Management Agreement (collectively, the "Company Properties" and together with the Target Properties, the "Properties"). The Property Management Agreement became effective at the Effective Time.
The Target Property Management Agreement provides that the Property Manager is entitled to a management fee equal to 4% of the gross rental receipts from the Target Properties, including common area maintenance reimbursements, tax and insurance reimbursements, percentage rental payments, utility reimbursements, late fees, vending machine collections, service charges, rental interruption insurance, and a 15% administrative charge for common area expenses.
In addition, the Property Manager is entitled to transition fees of up to $2,500 for each Target Property managed, a construction fee equal to 6% of construction costs incurred, if any, and reimbursement of all expenses specifically related to the operation of a Target Property, including compensation and benefits of property management, accounting, lease administration, executive and supervisory personnel of the Property Manager, and excluding expenses of the Property Manager’s corporate and general management office and excluding compensation and other expenses applicable to time spent on matters other than the Target Properties.
The Target Property Management Agreement, the Target Leasing Agreement and the Property Management Agreement each have an initial term ending October 1, 2018, with automatic renewal for successive one-year terms unless terminated 60 days prior to the end of a term or terminated for cause due to material breach of the agreement, fraud, criminal conduct or willful misconduct, insolvency or bankruptcy of the Property Manager.
30
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
The Company reimburses the Advisor's costs of providing administrative services. During the three and nine months ended September 30, 2017, the Company incurred $1.9 million and $5.4 million, respectively of reimbursement expenses from the Advisor for providing administrative services. During the three and nine months ended September 30, 2016, the company incurred $0.8 million and $2.2 million, respectively, of reimbursement expenses from the Advisor for providing administrative services. These reimbursements are included in general and administrative expense on the consolidated statements of operations and comprehensive loss.
In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to forgive certain fees. Because the Advisor may forgive certain fees, cash flows from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that are forgiven are not deferrals and, accordingly, will not be paid to the Advisor. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs or property operating costs. No such fees were forgiven or costs were absorbed by the Advisor during the three and nine months ended September 30, 2017 and 2016.
The following table details amounts incurred and payable to related parties in connection with the operations-related services described above as of and for the periods presented. Amounts below are inclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor's exclusive service agreement with Lincoln:
Three Months Ended September 30, | Nine Months Ended September 30, | Payable as of | ||||||||||||||||||||||
(In thousands) | 2017 | 2016 | 2017 | 2016 | September 30, 2017 | December 31, 2016 | ||||||||||||||||||
One-time fees and reimbursements: | ||||||||||||||||||||||||
Acquisition fees and related cost reimbursements | $ | 49 | $ | — | $ | 100 | $ | — | $ | 31 | $ | — | ||||||||||||
Ongoing fees: | ||||||||||||||||||||||||
Asset management fees | 5,250 | 4,500 | 15,250 | 13,500 | — | — | ||||||||||||||||||
Property management and leasing fees | 1,965 | — | 4,788 | — | 570 | — | ||||||||||||||||||
Professional fees and other reimbursements (1) | 2,136 | 780 | 5,963 | 2,303 | 1,085 | 763 | ||||||||||||||||||
Distributions on Class B Units (1) | 345 | 436 | 1,206 | 1,300 | 112 | 147 | ||||||||||||||||||
Total related party operation fees and reimbursements | $ | 9,745 | $ | 5,716 | $ | 27,307 | $ | 17,103 | $ | 1,798 | $ | 910 | ||||||||||||
_________________________________
(1) | These costs are included in general and administrative expense on the consolidated statements of operations and comprehensive loss. |
The predecessor to AR Global was party to a services agreement with RCS Advisory Services, LLC ("RCS Advisory"), a subsidiary of RCAP, pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by AR Global with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to AR Global instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided by RCS Advisory.
The Company was also party to a transfer agency agreement with ANST, a subsidiary of RCAP, pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by DST Systems, Inc. ("DST"), a third-party transfer agent. The Sponsor received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services).
31
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Fees Incurred in Connection with the Liquidation or Listing of the Company's Real Estate Assets
In connection with the Listing, the Company, as the general partner of the OP, would cause the OP to issue a note (the "Listing Note") to the Special Limited Partner to evidence the OP's obligation to distribute to the Special Limited Partner an aggregate amount (the "Listing Amount") equal to 15.0% of the difference (to the extent the result is a positive number) between:
• | the sum of (i) the "market value" (as defined in the Listing Note) of the Company's common stock plus (ii) the sum of all distributions or dividends (from any source) paid by the Company to its stockholders prior to the Listing; and |
• | the sum of (i) the gross proceeds ("Gross Proceeds") of all public and private offerings, including issuance of the Company's common stock pursuant to a merger or business combination (an "Offering") plus (ii) the total amount of cash that, if distributed to those stockholders who purchased shares of common stock in an Offering, would have provided those stockholders a 6.0% cumulative, non-compounded, pre-tax annual return (based on a 365-day year) on the Gross Proceeds. |
The "market value" used to calculate the Listing Amount will not be determinable until the end of a measurement period, the period of 30 consecutive trading days, commencing on the 180th day following the Listing, unless another liquidity event, such as a merger, occurs prior to the end of the measurement period. If another liquidity event occurs prior to the end of the measurement period, the Listing Note provides for appropriate adjustment to the calculation of the Listing Amount.
The Special Limited Partner will have the right to receive distributions of "Net Sales Proceeds," as defined in the Listing Note, until the Listing Note is paid in full; provided that, the Special Limited Partner has the right, but not the obligation, to convert the entire Special Limited Partner interest into OP Units. OP Units are convertible into shares of the Company's common stock in accordance with the terms governing conversion of OP Units into shares of common stock and contained in the form of amended and restated agreement of limited partnership of the OP to be entered into in connection with the Listing, by the Company, as general partner of its OP, with the limited partners party thereto (the "Second A&R OP Agreement").
On April 29, 2015, the board of directors authorized the execution, in conjunction with the potential Listing, the Second A&R OP Agreement to conform more closely with agreements of limited partnership of other operating partnerships controlled by real estate investment trusts whose securities are publicly traded and listed, and to add long term incentive plan units ("LTIP Units") as a new class of units of limited partnership in the OP to the existing OP Units. The Company may at any time cause the OP to issue LTIP Units pursuant to an outperformance agreement. On April 29, 2015, the board of directors approved the general terms of a Multi-Year Outperformance Agreement to be entered into with the Company, the OP and the Advisor in connection with the Listing.
Under the Original A&R Advisory Agreement, the Advisor was paid a brokerage commission on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and one-half of the total brokerage commission paid, if a third-party broker was also involved; provided, however, that in no event could the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. No such commissions were incurred during the three and nine months ended September 30, 2017 and 2016. The Second A&R Advisory Agreement terminated the brokerage commission to the Advisor.
Note 13 — Economic Dependency
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology.
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.
32
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Note 14 — Share-Based Compensation
Restricted Share Plan
The Company had an employee and director incentive restricted share plan (the "Original RSP"), which provided for the automatic grant of 1,333 restricted shares to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholders' meeting. Restricted shares issued to independent directors vested over a five-year period following the date of grant in increments of 20.0% per annum. The Original RSP provided the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to other entities that provide services to the Company. The total number of shares of common stock granted under the Original RSP could not exceed 5.0% of the Company's shares of common stock on a fully diluted basis at any time, and in any event could not exceed 3.4 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events).
Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time. For restricted share awards granted prior to 2015, such awards would typically be forfeited with respect to the unvested restricted shares upon the termination of the recipient's employment or other relationship with the Company. Restricted share awards granted during or after 2015 provide for accelerated vesting of the portion of the unvested restricted shares scheduled to vest in the year of the recipient's voluntary termination or the failure to be re-elected to the board. The Company accounts for forfeitures when they occur. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock are subject to the same restrictions as the underlying restricted shares.
In April 2015, the board of directors adopted an Amended and Restated RSP (the "A&R RSP") that replaced in its entirety the Original RSP. The A&R RSP amended the terms of the Original RSP as follows:
• | it increased the number of shares of the Company's common stock, available for awards thereunder from 5.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time, not to exceed 3.4 million shares of common stock, to 10.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time; |
• | it removes the fixed amount of shares that were automatically granted to the Company's independent directors; and |
• | it adds restricted stock units ("RSUs" and, together with restricted shares, "restricted stock") (including dividend equivalent rights thereon) as a permitted form of award. |
As of September 30, 2017, the Company had not yet made any RSU awards. The following table reflects restricted share award activity for the nine months ended September 30, 2017:
Number of Shares of Common Stock | Weighted-Average Issue Price | |||||
Unvested, December 31, 2016 | 9,367 | $ | 23.70 | |||
Granted | 8,897 | 23.59 | ||||
Vested | (2,556 | ) | 23.47 | |||
Unvested, September 30, 2017 | 15,708 | $ | 24.00 | |||
As of September 30, 2017, the Company had $0.3 million of unrecognized compensation cost related to unvested restricted stock awards granted. That cost is expected to be recognized over a weighted-average period of 3.0 years.
The fair value of the restricted shares is being expensed in accordance with the service period required. Compensation expense related to restricted shares was approximately $53,000 and $31,000 for the three months ended September 30, 2017 and 2016, respectively. Compensation expense related to restricted shares was approximately $102,000 and $52,000 for the nine months ended September 30, 2017 and 2016, respectively. Compensation expense related to restricted shares is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss.
33
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Other Share-Based Compensation
The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors at each director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no shares of common stock issued to directors in lieu of cash compensation during the nine months ended September 30, 2017 and 2016.
Note 15 — Net Loss Per Share
The following table sets forth the basic and diluted net loss per share computations for the three and nine months ended September 30, 2017 and 2016:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(In thousands, except share and per share amounts) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Basic and diluted net loss attributable to stockholders | $ | (15,367 | ) | $ | (8,729 | ) | $ | (27,105 | ) | $ | (18,660 | ) | ||||
Basic and diluted weighted-average shares outstanding | 104,545,591 | 65,741,735 | 97,852,337 | 65,334,465 | ||||||||||||
Basic and diluted net loss per share attributable to stockholders | $ | (0.15 | ) | $ | (0.13 | ) | $ | (0.28 | ) | $ | (0.29 | ) | ||||
Diluted net loss per share assumes the conversion of all common stock equivalents into an equivalent number of shares of common stock, unless the effect is antidilutive. The Company considers unvested restricted stock, OP Units and Class B Units to be common share equivalents. The Company had the following common share equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share as their effect would have been antidilutive for the periods presented:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||
Unvested restricted stock (1) | 14,404 | 8,381 | 12,030 | 7,521 | ||||||||
OP Units (2) | 203,612 | 90 | 169,319 | 90 | ||||||||
Class B Units | 1,052,420 | 1,052,420 | 1,052,420 | 1,052,420 | ||||||||
Total weighted-average antidilutive common share equivalents | 1,270,436 | 1,060,891 | 1,233,769 | 1,060,031 | ||||||||
_____________________________________
(1) | Weighted-average number of shares of unvested restricted stock outstanding for the period presented. There were 15,710 and 9,367 shares of unvested restricted stock outstanding as of September 30, 2017 and 2016, respectively. |
(2) | Weighted-average number of OP Units outstanding for the period presented. There were 203,612 and 90 OP Units outstanding as of September 30, 2017 and 2016, respectively. |
Note 16 — Subsequent Events
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements except for the following disclosures:
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AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Election of Katie P. Kurtz as Chief Financial Officer, Secretary and Treasurer
On October 5, 2017, Nicholas Radesca notified the Company's board of directors that he intends to retire and therefore resign from his positions as chief financial officer, secretary and treasurer of the Company, the Advisor and the Property Manager. Mr. Radesca's resignations will be effective on the later of (i) November 15, 2017 and (ii) the day after the Company files its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. There were no disagreements between Mr. Radesca and the Company or the Advisor.
On October 9, 2017, the Company's board of directors unanimously elected Katie P. Kurtz as chief financial officer, secretary and treasurer of the Company, effective upon the effectiveness of Mr. Radesca's resignations. Ms. Kurtz has also been appointed as chief financial officer, secretary and treasurer of the Advisor and the Property Manager, effective upon the effectiveness of Mr. Radesca's resignation.
Acquisitions
From October 1, 2017 to November 13, 2017, the Company acquired 28 properties with an aggregate base purchase price of $38.9 million, excluding acquisition related costs.
Dispositions
From October 1, 2017 to November 13, 2017, the Company sold three properties operated by SunTrust with an aggregate contract sale price of $1.6 million.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the accompanying unaudited consolidated financial statements of American Finance Trust, Inc. and the notes thereto. As used herein, the terms "Company," "we," "our" and "us" refer to American Finance Trust, Inc., a Maryland corporation, including, as required by context, American Finance Operating Partnership, L.P., a Delaware limited partnership, which we refer to as the "OP," and its subsidiaries. The Company is externally managed by American Finance Advisors, LLC (our "Advisor"), a Delaware limited liability company. Capitalized terms used herein but not otherwise defined have the meaning ascribed to those terms in "Part I — Financial Information" included in the notes to the unaudited consolidated financial statements contained herein.
Forward-Looking Statements
Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of American Finance Trust, Inc. (the "Company," "we" "our" or "us"), our Advisor and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should" or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:
• | The anticipated benefits from the Mergers (as defined below) with American Realty Capital - Retail Centers of American, Inc. ("RCA") may not be realized or may take longer to realize than expected. |
• | All of our executive officers are also officers, managers, employees or holders of a direct or indirect controlling interest in the Advisor or other entities under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, "AR Global" or the "Sponsor"). As a result, our executive officers, the Advisor and its affiliates face conflicts of interest, including significant conflicts created by the Advisor's compensation arrangements with us and other investment programs advised by affiliates of the Sponsor and conflicts in allocating time among these entities and us, which could negatively impact our operating results. |
• | Although we have announced our intention to list our common stock on an exchange at a time yet to be determined, there can be no assurance that our common stock will be listed or of the price at which our common stock may trade. No public market currently exists, or may ever exist, for shares of our common stock and shares of our common stock are, and may continue to be, illiquid. |
• | Lincoln Retail REIT Services, LLC ("Lincoln") and its affiliates, which provides services to the Advisor in connection with our stabilized core retail portfolio, faces conflicts of interest in allocating its employees' time between providing real estate-related services to the Advisor and other programs and activities in which they are presently involved or may be involved in the future. |
• | The performance of our retail portfolio is linked to the market for retail space generally and factors that may impact our retail tenants, such as the increasing use of the Internet by retailers and consumers. |
• | We depend on tenants for our rental revenue and, accordingly, our rental revenue is dependent upon the success and economic viability of our tenants. |
• | We have not generated, and in the future may not generate, operating cash flows sufficient to cover 100% of our distributions, and, as such, we may be forced to source distributions from borrowings, which may not be available, or depend on the Advisor to waive reimbursement of certain expenses or fees. There is no assurance that the Advisor will waive reimbursement of expenses or fees. |
• | We may be unable to pay or maintain cash distributions at the current rate or increase distributions over time. |
• | We are obligated to pay fees, which may be substantial, to the Advisor and its affiliates. |
• | We are subject to risks associated with any dislocation or liquidity disruptions that may exist or occur in the credit markets of the United States of America. |
• | We may fail to continue to qualify to be treated as a real estate investment trust for U.S. federal income tax purposes ("REIT"), which would result in higher taxes, may adversely affect our operations and would reduce the value of an investment in our common stock and our cash available for distributions. |
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• | We may be deemed by regulators to be an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and thus subject to regulation under the Investment Company Act. |
Overview
We are a diversified REIT with a retail focus. We own a diversified portfolio of commercial properties comprised primarily of freestanding single-tenant properties that are net leased to investment grade and other creditworthy tenants and a portfolio of stabilized core retail properties. consisting primarily of power centers and lifestyle centers, which were acquired in the Merger (as defined below). We intend to focus our future acquisitions primarily on net leased retail properties and stabilized core retail properties. As of September 30, 2017, we owned 517 properties, comprised of 19.4 million rentable square feet, which were 96.0% leased, including 482 net leased commercial properties (443 of which are retail properties) and 35 stabilized core retail properties.
Incorporated on January 22, 2013, we are a Maryland corporation that elected and qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with the taxable year ended December 31, 2013. Substantially all of our business is conducted through the OP and its wholly-owned subsidiaries. As of September 30, 2017, we had 104.6 million shares of common stock outstanding, including unvested restricted shares of common stock ("restricted shares") and shares issued pursuant to our distribution reinvestment plan (the "DRIP").
On March 17, 2017, our board of directors approved an estimated net asset value per share of our common stock ("Estimated Per-Share NAV") equal to $23.37 as of December 31, 2016, which was published on March 20, 2017.
We have no employees. We have retained the Advisor to manage our affairs on a day-to-day basis. American Finance Properties, LLC (the "Property Manager") serves as our property manager. The Advisor and the Property Manager are wholly owned subsidiaries of AR Global , as a result of which, they are related parties of ours, and each have received or may receive, as applicable, compensation, fees and expense reimbursements for services related to managing our business.
On August 8, 2017, our application to list our common stock on The NASDAQ Global Select Market (“NASDAQ”) under the symbol "AFIN" (the "Listing") was approved by NASDAQ, subject to our being in compliance with all applicable listing standards on the date we begin trading on NASDAQ. While we intend to list our common stock at a time yet to be determined by our board of directors, there can be no assurance as to when or if our common stock will commence trading or of the price at which our common stock may trade.
Completed Mergers
American Realty Capital — Retail Centers of America, Inc. Merger
On February 16, 2017, the Company and the OP completed (a) the merger of RCA with and into a subsidiary of the Company referred to as the "Merger Sub," with the Merger Sub surviving as a wholly owned subsidiary of the Company (the "Merger") and (b) the merger of American Realty Capital Retail Operating Partnership, L.P. (the "RCA OP") with and into the OP, with the OP as the surviving entity (the “Partnership Merger,” and together with the Merger, the “Mergers”). Pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger (the "Merger Agreement") entered into by us and the OP with RCA, the RCA OP and the Merger Sub, at the effective time of the Mergers on February 16, 2017 (the “Effective Time”), each outstanding share of common stock of RCA, $0.01 par value per share (“RCA Common Stock”) (including any restricted shares of RCA Common Stock and fractional shares), was converted into (x) 0.385 shares of our common stock (the “Stock Consideration”) and (y) cash from us, in an amount equal to $0.95 per share (the “Cash Consideration,” and together with the Stock Consideration, the “Merger Consideration”).
In addition, at the Effective Time, (i) each unit of partnership interest of the RCA OP designated as an OP Unit issued and outstanding immediately prior to the Effective Time (other than those held by RCA as described in clause (ii) below) was automatically converted into 0.424 validly issued units of limited partnership interest of the OP (the “Partnership Merger Consideration”); (ii) each unit of partnership interest of the RCA OP designated as either an OP Unit or a GP Unit held by RCA and issued and outstanding immediately prior to the Effective Time was automatically converted into 0.385 validly issued units of limited partnership interest of the OP; (iii) each unit of partnership interest of the RCA OP designated as a Class B Unit held by RCA’s advisor and a sub-advisor issued and outstanding immediately prior to the Effective Time was converted into the Partnership Merger Consideration (the “Class B Consideration,” and together with the Partnership Merger Consideration and the Merger Consideration, the “Total Merger Consideration”), and (iv) the interest of American Realty Capital Retail Advisor, LLC, the special limited partner of the RCA OP (the “RCA Advisor”), in the RCA OP was redeemed for a cash payment, determined in accordance with the existing terms of the RCA OP’s agreement of limited partnership.
In addition, as provided in the Merger Agreement, all outstanding shares of restricted RCA Common Stock previously issued by RCA became fully vested and entitled to receive the Merger Consideration.
We issued approximately 38.2 million shares of common stock as consideration in the Merger and paid approximately $94.5 million in Cash Consideration.
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Prior to the Mergers, the Company and RCA each were sponsored, directly or indirectly, by AR Global. AR Global and its affiliates provide investment and advisory services to the Company, and previously provided such services to RCA, pursuant to written advisory agreements. In connection with, and subject to the terms and conditions of the Merger Agreement, RCA OP units held by AR Global and its affiliates were exchanged for OP Units of the Company and certain special limited partner interests in the RCA OP held by AR Global and its affiliates were, consistent with the terms of the RCA OP partnership agreement, redeemed for a cash payment of approximately $2.8 million.
The Advisor has informed us that the Advisor has engaged Lincoln as an independent service provider to provide real estate-related services similar to the services provided by Lincoln to the RCA Advisor prior to the Effective Time. Lincoln will continue to provide, subject to the Advisor’s or its affiliates’ oversight, asset management, property management and leasing services for those multi-tenant properties acquired by the Company from RCA in the Mergers. The Advisor has informed us that the Advisor has agreed to pass through to Lincoln a portion of the fees and/or other expense reimbursements otherwise payable to the Advisor or its affiliates by us for services rendered by Lincoln. We have no direct obligation to Lincoln.
Significant Accounting Estimates and Critical Accounting Policies
Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our consolidated financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates and critical accounting policies include:
Revenue Recognition
Our revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Because many of our leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable, and include in revenues, unbilled rents receivable that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When we acquire a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease is executed. We defer the revenue related to lease payments received from tenants in advance of their due dates.
We own certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant's sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, we defer the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. Contingent rental income is included in rental income on the consolidated statements of operations and comprehensive (loss) income.
We continually review receivables related to rent and unbilled rents receivable and determine collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, we record an increase in our allowance for uncollectible accounts or record a direct write-off of the receivable in our consolidated statements of operations and comprehensive (loss) income.
Cost recoveries from tenants are included in operating expense reimbursements in our consolidated statements of operations and comprehensive (loss) income in the period the related costs are incurred, as applicable.
Real Estate Investments
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred.
We evaluate the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive (loss) income. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets.
In business combinations, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets may include the value of in-place leases and above- and below- market leases. In addition, any assumed mortgages receivable or payable and any assumed or issued noncontrolling interests are recorded at their estimated fair values.
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The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. The fair value of above- or below-market leases is recorded based on the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and our estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease, including any below-market fixed rate renewal options for below-market leases.
In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates.
In allocating non-controlling interests, amounts are recorded based on the fair value of units issued at the date of acquisition, as determined by the terms of the applicable agreement.
In making estimates of fair values for purposes of allocating purchase price, we utilize a number of sources, including real estate valuations, prepared by independent valuation firms. We also consider information and other factors including: market conditions, the industry that the tenant operates in, characteristics of the real estate, i.e.: location, size, demographics, value and comparative rental rates, tenant credit profile, store profitability and the importance of the location of the real estate to the operations of the tenant's business.
Real estate investments that are intended to be sold are designated as "held for sale" on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale. Real estate investments are no longer depreciated when they are classified as held for sale. If the disposal, or intended disposal, of certain real estate investments represents a strategic shift that has had or will have a major effect on our operations and financial results, the operations of such real estate investments would be presented as discontinued operations in the consolidated statements of operations and comprehensive (loss) income for all applicable periods.
Depreciation and Amortization
We are required to make subjective assessments as to the useful lives of the components of our real estate investments for purposes of determining the amount of depreciation to record on an annual basis. These assessments have a direct impact on our net income because if we were to shorten the expected useful lives of our real estate investments, we would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis.
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.
Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods.
Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods.
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases.
Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages.
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, we review the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income.
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Commercial Mortgage Loans
Commercial mortgage loans held for investment purposes are anticipated to be held until maturity, and accordingly, are carried at cost, net of unamortized acquisition fees and expenses capitalized, discounts or premiums and unfunded commitments. Commercial mortgage loans that are deemed to be impaired will be carried at amortized cost less a specific allowance for loan losses. Interest income is recorded on the accrual basis and related discounts, premiums and capitalized acquisition fees and expenses on investments are amortized over the life of the investment using the effective interest method. Amortization is reflected as an adjustment to interest income from debt investments in our consolidated statements of operations and comprehensive (loss) income. Guaranteed loan exit fees payable by the borrower upon maturity are accreted over the life of the investment using the effective interest method. The accretion of guaranteed loan exit fees is recognized in interest income from debt investments in our consolidated statements of operations and comprehensive (loss) income.
Acquisition fees and expenses incurred in connection with the origination and acquisition of commercial mortgage loan investments are evaluated based on the nature of the expense to determine if they should be expensed in the period incurred or capitalized and amortized over the life of the investment.
Commercial mortgage loans held for sale are carried at the lower of cost or fair value. We evaluate fair value on an individual loan basis. The amount by which cost exceeds fair value is accounted for as a valuation allowance, and changes in the valuation allowance are included in net income. Purchase discounts are no longer amortized during the period the loans are held for sale.
Purchase Accounting
The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired, including those acquired in the Merger, based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on the Company's analysis of comparable properties in the Company's portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases as applicable.
Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company's pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
Any excess of purchase price over the fair values of assets acquired and liabilities assumed are recorded as goodwill. Alternatively, if the fair value of net assets acquired exceeds the fair value of consideration paid, the transaction results in a bargain purchase gain that the Company recognizes immediately in earnings.
Recently Adopted Accounting Pronouncements
In October 2016, the FASB issued guidance where a reporting entity will need to evaluate if it should consolidate a VIE. The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The revised guidance is effective for reporting periods beginning after December 15, 2016. We have adopted the provisions of this guidance beginning January 1, 2017 and determined that there is no impact to our consolidated financial position, results of operations and cash flows.
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Recently Issued Accounting Pronouncements
See Note 3 — Summary of Significant Accounting Policies to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.
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Properties
As of September 30, 2017, we owned 517 properties, which were acquired for investment purposes, comprised of 19.4 million rentable square feet and located in 40 states. Our properties consist of freestanding, single-tenant properties and stabilized core retail properties, which are 96.0% leased based on rentable square feet with a weighted-average remaining lease term of 8.1 years as of September 30, 2017.
The following table represents certain additional information about the properties we own at September 30, 2017:
Portfolio | Acquisition Date | Number of Properties | Rentable Square Feet | Remaining Lease Term (1) | Percentage Leased | ||||||
Dollar General I | Apr. & May 2013 | 2 | 18,126 | 10.6 | 100.0% | ||||||
Walgreens I | Jul. 2013 | 1 | 10,500 | 20.0 | 100.0% | ||||||
Dollar General II | Jul. 2013 | 2 | 18,052 | 10.7 | 100.0% | ||||||
Auto Zone I | Jul. 2013 | 1 | 7,370 | 9.8 | 100.0% | ||||||
Dollar General III | Jul. 2013 | 5 | 45,989 | 10.6 | 100.0% | ||||||
BSFS I | Jul. 2013 | 1 | 8,934 | 6.3 | 100.0% | ||||||
Dollar General IV | Jul. 2013 | 2 | 18,126 | 8.4 | 100.0% | ||||||
Tractor Supply I | Aug. 2013 | 1 | 19,097 | 10.2 | 100.0% | ||||||
Dollar General V | Aug. 2013 | 1 | 12,480 | 10.3 | 100.0% | ||||||
Mattress Firm I | Aug. & Nov. 2013; Feb., Mar. & Apr. 2014 | 5 | 23,612 | 7.9 | 100.0% | ||||||
Family Dollar I | Aug. 2013 | 1 | 8,050 | 3.8 | 100.0% | ||||||
Lowe's I | Aug. 2013 | 5 | 671,313 | 11.8 | 100.0% | ||||||
O'Reilly Auto Parts I | Aug. 2013 | 1 | 10,692 | 12.8 | 100.0% | ||||||
Food Lion I | Aug. 2013 | 1 | 44,549 | 12.1 | 100.0% | ||||||
Family Dollar II | Aug. 2013 | 1 | 8,028 | 5.8 | 100.0% | ||||||
Walgreens II | Aug. 2013 | 1 | 14,490 | 15.5 | 100.0% | ||||||
Dollar General VI | Aug. 2013 | 1 | 9,014 | 8.4 | 100.0% | ||||||
Dollar General VII | Aug. 2013 | 1 | 9,100 | 10.5 | 100.0% | ||||||
Family Dollar III | Aug. 2013 | 1 | 8,000 | 5.0 | 100.0% | ||||||
Chili's I | Aug. 2013 | 2 | 12,700 | 8.2 | 100.0% | ||||||
CVS I | Aug. 2013 | 1 | 10,055 | 8.3 | 100.0% | ||||||
Joe's Crab Shack I | Aug. 2013 | 2 | 16,012 | 9.5 | 48.0% | ||||||
Dollar General VIII | Sep. 2013 | 1 | 9,100 | 10.8 | 100.0% | ||||||
Tire Kingdom I | Sep. 2013 | 1 | 6,635 | 7.5 | 100.0% | ||||||
Auto Zone II | Sep. 2013 | 1 | 7,370 | 5.7 | 100.0% | ||||||
Family Dollar IV | Sep. 2013 | 1 | 8,320 | 5.8 | 100.0% | ||||||
Fresenius I | Sep. 2013 | 1 | 5,800 | 7.8 | 100.0% | ||||||
Dollar General IX | Sep. 2013 | 1 | 9,014 | 7.6 | 100.0% | ||||||
Advance Auto I | Sep. 2013 | 1 | 10,500 | 5.8 | 100.0% | ||||||
Walgreens III | Sep. 2013 | 1 | 15,120 | 8.5 | 100.0% | ||||||
Walgreens IV | Sep. 2013 | 1 | 13,500 | 7.0 | 100.0% | ||||||
CVS II | Sep. 2013 | 1 | 13,905 | 19.4 | 100.0% | ||||||
Arby's I | Sep. 2013 | 1 | 3,000 | 10.8 | 100.0% | ||||||
Dollar General X | Sep. 2013 | 1 | 9,100 | 10.5 | 100.0% | ||||||
AmeriCold I | Sep. 2013 | 9 | 1,407,166 | 10.0 | 100.0% | ||||||
Home Depot I | Sep. 2013 | 2 | 1,315,200 | 9.3 | 100.0% | ||||||
New Breed Logistics I | Sep. 2013 | 1 | 390,486 | 4.1 | 100.0% | ||||||
American Express Travel Related Services I | Sep. 2013 | 2 | 785,164 | 2.4 | 100.0% | ||||||
L.A. Fitness I | Sep. 2013 | 1 | 45,000 | 6.4 | 100.0% | ||||||
SunTrust Bank I (2) | Sep. 2013 | 30 | 179,400 | 6.3 | 100.0% | ||||||
National Tire & Battery I | Sep. 2013 | 1 | 10,795 | 6.2 | 100.0% | ||||||
Circle K I | Sep. 2013 | 19 | 54,521 | 11.1 | 100.0% | ||||||
Walgreens V | Sep. 2013 | 1 | 14,490 | 9.9 | 100.0% | ||||||
Walgreens VI | Sep. 2013 | 1 | 14,560 | 11.6 | 100.0% | ||||||
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Portfolio | Acquisition Date | Number of Properties | Rentable Square Feet | Remaining Lease Term (1) | Percentage Leased | ||||||
FedEx Ground I | Sep. 2013 | 1 | 21,662 | 5.7 | 100.0% | ||||||
Walgreens VII | Sep. 2013 | 10 | 142,140 | 12.1 | 100.0% | ||||||
O'Charley's I | Sep. 2013 | 20 | 135,973 | 14.1 | 100.0% | ||||||
Krystal Burgers Corporation I | Sep. 2013 | 6 | 12,730 | 12.0 | 100.0% | ||||||
1st Constitution Bancorp I | Sep. 2013 | 1 | 4,500 | 6.3 | 100.0% | ||||||
American Tire Distributors I | Sep. 2013 | 1 | 125,060 | 6.3 | 100.0% | ||||||
Tractor Supply II | Oct. 2013 | 1 | 23,500 | 6.0 | 100.0% | ||||||
United Healthcare I | Oct. 2013 | 1 | 400,000 | 3.8 | 100.0% | ||||||
National Tire & Battery II | Oct. 2013 | 1 | 7,368 | 14.7 | 100.0% | ||||||
Tractor Supply III | Oct. 2013 | 1 | 19,097 | 10.6 | 100.0% | ||||||
Mattress Firm II | Oct. 2013 | 1 | 4,304 | 5.9 | 100.0% | ||||||
Dollar General XI | Oct. 2013 | 1 | 9,026 | 9.6 | 100.0% | ||||||
Academy Sports I | Oct. 2013 | 1 | 71,640 | 10.8 | 100.0% | ||||||
Talecris Plasma Resources I | Oct. 2013 | 1 | 22,262 | 5.5 | 100.0% | ||||||
Amazon I | Oct. 2013 | 1 | 79,105 | 5.8 | 100.0% | ||||||
Fresenius II | Oct. 2013 | 2 | 16,047 | 9.9 | 100.0% | ||||||
Dollar General XII | Nov. 2013 & Jan. 2014 | 2 | 18,126 | 11.2 | 100.0% | ||||||
Dollar General XIII | Nov. 2013 | 1 | 9,169 | 8.5 | 100.0% | ||||||
Advance Auto II | Nov. 2013 | 2 | 13,887 | 5.6 | 100.0% | ||||||
FedEx Ground II | Nov. 2013 | 1 | 48,897 | 5.8 | 100.0% | ||||||
Burger King I | Nov. 2013 | 41 | 168,192 | 16.2 | 100.0% | ||||||
Dollar General XIV | Nov. 2013 | 3 | 27,078 | 10.7 | 100.0% | ||||||
Dollar General XV | Nov. 2013 | 1 | 9,026 | 11.1 | 100.0% | ||||||
FedEx Ground III | Nov. 2013 | 1 | 24,310 | 5.9 | 100.0% | ||||||
Dollar General XVI | Nov. 2013 | 1 | 9,014 | 8.2 | 100.0% | ||||||
Family Dollar V | Nov. 2013 | 1 | 8,400 | 5.5 | 100.0% | ||||||
Walgreens VIII | Dec. 2013 | 1 | 14,490 | 6.3 | 100.0% | ||||||
CVS III | Dec. 2013 | 1 | 10,880 | 6.3 | 100.0% | ||||||
Mattress Firm III | Dec. 2013 | 1 | 5,057 | 5.8 | 100.0% | ||||||
Arby's II | Dec. 2013 | 1 | 3,494 | 10.6 | 100.0% | ||||||
Family Dollar VI | Dec. 2013 | 2 | 17,484 | 6.3 | 100.0% | ||||||
SAAB Sensis I | Dec. 2013 | 1 | 90,822 | 7.5 | 100.0% | ||||||
Citizens Bank I | Dec. 2013 | 9 | 34,777 | 6.3 | 100.0% | ||||||
Walgreens IX | Jan. 2014 | 1 | 14,490 | 5.3 | 100.0% | ||||||
SunTrust Bank II (2) | Jan. 2014 | 27 | 136,997 | 10.3 | 100.0% | ||||||
Mattress Firm IV | Jan. 2014 | 1 | 5,040 | 6.9 | 100.0% | ||||||
FedEx Ground IV | Jan. 2014 | 1 | 59,167 | 5.8 | 100.0% | ||||||
Mattress Firm V | Jan. 2014 | 1 | 5,548 | 6.1 | 100.0% | ||||||
Family Dollar VII | Feb. 2014 | 1 | 8,320 | 6.8 | 100.0% | ||||||
Aaron's I | Feb. 2014 | 1 | 7,964 | 5.9 | 100.0% | ||||||
Auto Zone III | Feb. 2014 | 1 | 6,786 | 5.5 | 100.0% | ||||||
C&S Wholesale Grocer I | Feb. 2014 | 2 | 1,671,233 | 5.5 | 100.0% | ||||||
Advance Auto III | Feb. 2014 | 1 | 6,124 | 6.9 | 100.0% | ||||||
Family Dollar VIII | Mar. 2014 | 3 | 24,960 | 5.8 | 100.0% | ||||||
Dollar General XVII | Mar. & May 2014 | 3 | 27,078 | 10.5 | 100.0% | ||||||
SunTrust Bank III (2) | Mar. 2014 | 104 | 576,617 | 9.6 | 100.0% | ||||||
SunTrust Bank IV (2) | Mar. 2014 | 27 | 142,625 | 9.6 | 100.0% | ||||||
Dollar General XVIII | Mar. 2014 | 1 | 9,026 | 10.5 | 100.0% | ||||||
Sanofi US I | Mar. 2014 | 1 | 736,572 | 15.3 | 100.0% | ||||||
Family Dollar IX | Apr. 2014 | 1 | 8,320 | 6.5 | 100.0% | ||||||
Stop & Shop I | May 2014 | 8 | 544,112 | 9.1 | 100.0% | ||||||
Bi-Lo I | May 2014 | 1 | 55,718 | 8.3 | 100.0% | ||||||
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Portfolio | Acquisition Date | Number of Properties | Rentable Square Feet | Remaining Lease Term (1) | Percentage Leased | ||||||
Dollar General XIX | May 2014 | 1 | 12,480 | 10.9 | 100.0% | ||||||
Dollar General XX | May 2014 | 5 | 48,584 | 9.6 | 100.0% | ||||||
Dollar General XXI | May 2014 | 1 | 9,238 | 10.9 | 100.0% | ||||||
Dollar General XXII | May 2014 | 1 | 10,566 | 9.6 | 100.0% | ||||||
FedEx Ground V | Feb. 2016 | 1 | 45,755 | 7.8 | 100.0% | ||||||
FedEx Ground VI | Feb. 2016 | 1 | 120,731 | 7.9 | 100.0% | ||||||
FedEx Ground VII | Feb. 2016 | 1 | 42,299 | 8.0 | 100.0% | ||||||
FedEx Ground VIII | Feb. 2016 | 1 | 78,673 | 8.1 | 100.0% | ||||||
Liberty Crossing | Feb. 2017 | 1 | 105,779 | 2.2 | 90.9% | ||||||
San Pedro Crossing | Feb. 2017 | 1 | 201,965 | 4.1 | 96.7% | ||||||
Tiffany Springs MarketCenter | Feb. 2017 | 1 | 264,952 | 4.9 | 84.9% | ||||||
The Streets of West Chester | Feb. 2017 | 1 | 236,842 | 10.9 | 92.1% | ||||||
Prairie Towne Center | Feb. 2017 | 1 | 289,277 | 6.7 | 95.3% | ||||||
Southway Shopping Center | Feb. 2017 | 1 | 181,809 | 4.5 | 98.6% | ||||||
Stirling Slidell Centre | Feb. 2017 | 1 | 134,276 | 2.9 | 77.5% | ||||||
Northwoods Marketplace | Feb. 2017 | 1 | 236,078 | 3.3 | 97.1% | ||||||
Centennial Plaza | Feb. 2017 | 1 | 233,797 | 3.1 | 78.6% | ||||||
Northlake Commons | Feb. 2017 | 1 | 109,112 | 4.0 | 96.5% | ||||||
Shops at Shelby Crossing | Feb. 2017 | 1 | 236,107 | 4.8 | 97.0% | ||||||
Shoppes of West Melbourne | Feb. 2017 | 1 | 144,484 | 4.3 | 98.3% | ||||||
The Centrum | Feb. 2017 | 1 | 270,747 | 3.4 | 93.5% | ||||||
Shoppes at Wyomissing | Feb. 2017 | 1 | 103,064 | 3.5 | 91.3% | ||||||
Southroads Shopping Center | Feb. 2017 | 1 | 437,515 | 4.7 | 71.2% | ||||||
Parkside Shopping Center | Feb. 2017 | 1 | 181,620 | 5.2 | 94.6% | ||||||
West Lake Crossing | Feb. 2017 | 1 | 75,928 | 4.2 | 100.0% | ||||||
Colonial Landing | Feb. 2017 | 1 | 263,559 | 4.6 | 70.0% | ||||||
The Shops at West End | Feb. 2017 | 1 | 381,831 | 10.6 | 82.2% | ||||||
Township Marketplace | Feb. 2017 | 1 | 298,630 | 3.7 | 94.8% | ||||||
Cross Pointe Centre | Feb. 2017 | 1 | 226,089 | 9.5 | 100.0% | ||||||
Towne Center Plaza | Feb. 2017 | 1 | 94,096 | 5.3 | 100.0% | ||||||
Harlingen Corners | Feb. 2017 | 1 | 228,208 | 4.8 | 97.6% | ||||||
Village at Quail Springs | Feb. 2017 | 1 | 100,404 | 2.3 | 45.1% | ||||||
Pine Ridge Plaza | Feb. 2017 | 1 | 239,492 | 2.7 | 96.9% | ||||||
Bison Hollow | Feb. 2017 | 1 | 134,798 | 5.1 | 100.0% | ||||||
Jefferson Commons | Feb. 2017 | 1 | 205,918 | 8.4 | 83.5% | ||||||
Northpark Center | Feb. 2017 | 1 | 318,327 | 3.8 | 99.2% | ||||||
Anderson Station | Feb. 2017 | 1 | 243,550 | 3.8 | 84.5% | ||||||
Patton Creek | Feb. 2017 | 1 | 491,294 | 4.2 | 92.6% | ||||||
North Lakeland Plaza | Feb. 2017 | 1 | 171,397 | 2.9 | 96.3% | ||||||
Riverbend Marketplace | Feb. 2017 | 1 | 142,617 | 6.1 | 90.5% | ||||||
Montecito Crossing | Feb. 2017 | 1 | 179,721 | 4.6 | 97.4% | ||||||
Best on the Boulevard | Feb. 2017 | 1 | 204,568 | 4.3 | 100.0% | ||||||
Shops at Rivergate South | Feb. 2017 | 1 | 140,703 | 6.4 | 65.4% | ||||||
Dollar General XXIII | Mar., May & Jun. 2017 | 8 | 72,480 | 11.9 | 100.0% | ||||||
Jo-Ann Fabrics I | Apr. 2017 | 1 | 18,018 | 7.3 | 100.0% | ||||||
Bob Evans I | Apr. 2017 | 23 | 116,899 | 19.6 | 100.0% | ||||||
FedEx Ground IX | May 2017 | 1 | 53,739 | 8.7 | 100.0% | ||||||
Chili's II | May 2017 | 1 | 6,039 | 10.1 | 100.0% | ||||||
Sonic Drive In I | Jun. 2017 | 2 | 2,745 | 14.8 | 100.0% | ||||||
Bridgestone HOSEPower I | Jun. 2017 | 2 | 41,131 | 11.9 | 100.0% | ||||||
Bridgestone HOSEPower II | Jul. 2017 | 1 | 25,125 | 12.1 | 100.0% | ||||||
FedEx Ground X | Jul. 2017 | 1 | 141,803 | 9.8 | 100.0% | ||||||
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Portfolio | Acquisition Date | Number of Properties | Rentable Square Feet | Remaining Lease Term (1) | Percentage Leased | ||||||
Chili's III | Aug. 2017 | 1 | 5,742 | 10.1 | 100.0% | ||||||
FedEx Ground XI | Sep. 2017 | 1 | 29,246 | 9.8 | 100.0% | ||||||
Hardee's I | Sep. 2017 | 4 | 13,455 | 20.0 | 100.0% | ||||||
517 | 19,389,951 | 8.1 | 96.0% | ||||||||
(1) | Remaining lease term in years as of September 30, 2017. If the portfolio has multiple properties with varying lease expirations, remaining lease term is calculated on a weighted-average basis. |
(2) | Includes certain of the 44 properties operated by SunTrust Banks, Inc. ("SunTrust") which had lease terms set to expire between December 31, 2017 and March 31, 2018, comprising 0.3 million rentable square feet. As of September 30, 2017, these properties were either being marketed for sale, subject to a non-binding letter of intent ("LOI") or subject to a definitive purchase and sale agreement ("PSA"). There can be no guarantee that these properties will be sold on the terms contemplated by any applicable LOI or PSA, or at all. See Note 4 — Real Estate Investments of the accompanying consolidated financial statements for further details. |
Property Damage
During the three months ended September 30, 2017, one of the Company's properties, Southroads Shopping Center, sustained roof damage from a tornado. The property is covered by insurance for property damage, subject to normal deductibles. Accordingly, damage will be covered by insurance proceeds, and the Company does not expect any significant exposure to loss related to this property. As a result of the damage, the Company wrote off the carrying value of the property's roof, which was estimated to be $5.6 million, and booked a corresponding insurance receivable on its consolidated balance sheet as of September 30, 2017.
CRE Debt Investments
As of September 30, 2017, we had one commercial real estate loan investment. The following table shows selected data from our investment portfolio as of September 30, 2017:
Deal Name | Par Value | Carrying Value | Interest Rate | Effective Yield | Loan to Value (1) | |||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Senior Loan | $ | 17,200 | $ | 17,191 | 4.50% + 1M LIBOR | 5.8 | % | 66.0 | % | |||||||
$ | 17,200 | $ | 17,191 | 5.8 | % | 66.0 | % | |||||||||
_____________________
(1) | Loan to value percentage is from metrics at origination. |
Results of Operations
As of September 30, 2017, we owned 517 properties, comprised of 19.4 million rentable square feet that were 96.0% leased.
Comparison of the Three Months Ended September 30, 2017 to the Three Months Ended September 30, 2016
There were 436 properties that we owned for the entirety of both the three months ended September 30, 2017 and the three months ended September 30, 2016 (our "Three Month Same Store"), comprised of 11.4 million rentable square feet that were 99.9% leased as of September 30, 2017. We acquired 35 stabilized core retail properties in the Merger (the "Merger Acquisitions"), comprised of 7.5 million rentable square feet that were 89.8% leased as of September 30, 2017. Additionally, from July 1, 2016 through September 30, 2017, excluding properties acquired in the Merger, we acquired 46 properties (our "Acquisitions Since July 1, 2016"), comprised of 0.5 million rentable square feet that were 100.0% leased as of September 30, 2017. From July 1, 2016 through September 30, 2017, we sold 31 properties (our "Disposals Since July 1, 2016"), comprised of 2.0 million rentable square feet.
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The following table summarizes our leasing activity during the three months ended September 30, 2017:
Three Months Ended September 30, 2017 | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||
Number of Leases | Rentable Square Feet | Annualized SLR(1) prior to Lease Execution/Renewal | Annualized SLR(1) after Execution/Renewal | Costs to execute lease | Costs to execute lease per square foot | |||||||||||||||||
New leases (2) | 7 | 46,451 | $ | — | $ | 687 | $ | 399 | $ | 8.59 | ||||||||||||
Lease renewals/amendments (2) | 27 | 1,064,728 | 23,258 | 21,742 | 6,513 | $ | 6.12 | |||||||||||||||
Lease terminations | (4 | ) | (121,158 | ) | (1,188 | ) | — | — | $ | — | ||||||||||||
(1) | Straight-line rental income |
(2) | New leases reflect leases in which a new tenant took possession of the space during the three months ended September 30, 2017, excluding new property acquisitions. Lease renewals/amendments reflect leases in which an existing tenant executed terms to extend the life or change the rental terms of the lease during the three months ended September 30, 2017. |
Lease renewals/amendments in the table above includes an amendment to our lease with Sanofi US, which extended its remaining lease term from 9.0 years as of June 30, 2017 to 15.3 years as of September 30, 2017. In connection with the amendment, we paid a $6.1 million leasing commission, which has been capitalized to deferred costs, net on the accompanying consolidated balance sheet as of September 30, 2017 and will be amortized over the term of the lease. As of September 30, 2017, Sanofi US is our second largest tenant, representing 7.1% of total annualized straight-line rental income.
Rental Income
Rental income increased $20.9 million to $62.3 million for the three months ended September 30, 2017, compared to $41.4 million for the three months ended September 30, 2016. This increase in rental income was primarily due to $25.7 million of incremental rental income from the Merger Acquisitions, as well as $1.9 million of incremental rental income from our Acquisitions Since July 1, 2016. These increases were partially offset by a decrease in rental income of $6.1 million from our Disposals Since July 1, 2016. Our Three Month Same Store rental income remained relatively consistent at $34.6 million.
Operating Expense Reimbursements
Pursuant to certain of our lease agreements, tenants are required to reimburse us for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Operating expense reimbursement revenue increased $4.0 million to $7.2 million for the three months ended September 30, 2017 compared to $3.2 million for the three months ended September 30, 2016. This increase was primarily driven by $6.1 million of operating expense reimbursements from the Merger Acquisitions. This increase was partially offset by a decrease in operating expense reimbursements of $2.2 million from our Disposals Since July 1, 2016. Our Three Month Same Store operating expense reimbursements remained relatively consistent at $0.7 million.
Interest Income from Debt Investments
Interest income from debt investments increased $0.1 million to $0.3 million for the three months ended September 30, 2017 compared to $0.2 million for the three months ended September 30, 2016. Interest income from debt investments relates to our commercial real estate loan investments. For the three months ended September 30, 2017, the weighted-average carrying value of our one commercial mortgage loan was $17.2 million, with a weighted-average yield of 5.80%. For the three months ended September 30, 2016, we had commercial mortgage loans with a weighted-average balance of $17.2 million and a weighted-average yield of 5.1%.
Asset Management Fees to Related Party
Asset management fees paid to the Advisor increased $0.8 million to $5.3 million for the three months ended September 30, 2017, compared to $4.5 million for the three months ended September 30, 2016. We pay these fees to the Advisor for managing our day-to-day operations. Prior to the Effective Time of the Merger, we paid the Advisor (i) a base management fee with a fixed portion of $1.5 million payable monthly and a variable portion, if applicable, payable quarterly in arrears, and (ii) a variable management fee, if applicable, payable quarterly in arrears. Following the Effective Time of the Merger, the fixed portion of the base management fee increased from $18.0 million annually to (i) $21.0 million annually for the first year following the Effective Time; (ii) $22.5 million annually for the second year following the Effective Time; and (iii) $24.0 million annually for the remainder of the term. We did not incur any variable management fees during the three months ended September 30, 2017 and 2016. Please see Note 12 — Related Party Transactions and Arrangements of the accompanying consolidated financial statements for more information on fees incurred from the Advisor.
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Property Operating Expense
Property operating expense increased $7.3 million to $10.8 million for the three months ended September 30, 2017 compared to $3.5 million for the three months ended September 30, 2016. This increase was primarily driven by property operating expense of $9.5 million from the Merger Acquisitions, partially offset by a decrease of $2.4 million from our Disposals Since July 1, 2016. Our Three Month Same Store property operating expense remained relatively consistent at $1.2 million. Property operating expenses primarily consist of the costs associated with maintaining our properties including real estate taxes, utilities, and repairs and maintenance. Most of these expenses are passed through and reimbursed by our tenants.
Impairment charges
We incurred $7.6 million of impairment charges during the three months ended September 30, 2017, $0.2 million of which related to properties sold or reclassified as held for sale, as the carrying amount of the long-lived assets associated with these properties was greater than our estimate of their fair value less estimated costs to sell.
The remaining $7.4 million of impairment charges were taken on certain of the 44 held for use properties we owned as of September 30, 2017. These properties are operated by SunTrust and had lease terms set to expire between December 31, 2017 and March 31, 2018. As of September 30, 2017, these properties were either being marketed for sale or were subject to a LOI or a PSA. There can be no guarantee that these properties will be sold on the terms contemplated by any applicable LOI or PSA, or at all. See Note 4 — Real Estate Investments of the accompanying consolidated financial statements for further details. We determined, based on LOIs or PSAs entered into, that the carrying value of these properties exceeded their estimated fair values less costs to sell as of September 30, 2017. The carrying value of the remaining 44 SunTrust properties noted above was $48.1 million as of September 30, 2017, and we may experience further impairment losses with respect to these properties in future periods.
We recognized $0.1 million of impairment charges during the three months ended September 30, 2016, which related to the loss on sale of a single-tenant net lease property operated by SunTrust.
Acquisition and Transaction Related Expense
Acquisition and transaction related expense decreased $3.2 million to $1.2 million for the three months ended September 30, 2017, compared to $4.4 million for the three months ended September 30, 2016. Acquisition and transaction related expenses for the three months ended September 30, 2017 were primarily incurred in connection with our acquisition of eight properties. Acquisition and transaction related expenses for the three months ended September 30, 2016 were primarily due to costs incurred in connection with the Merger. These costs include fees to the special committee of the board of directors for their review of the Merger, as well as fees to the special committee's outside financial advisor and legal counsel.
General and Administrative Expense
General and administrative expense increased $2.0 million to $5.0 million for the three months ended September 30, 2017, compared to $3.0 million for the three months ended September 30, 2016. This increase primarily related to an increase in the amount of expenses incurred from the Advisor and its affiliates that we are required to reimburse resulting from incremental personnel costs from the Merger, as well as an increase in audit fees and legal fees paid to third parties.
Depreciation and Amortization Expense
Depreciation and amortization expense increased $15.7 million to $41.1 million for the three months ended September 30, 2017 compared to $25.4 million for the three months ended September 30, 2016. We incurred depreciation and amortization expense of $18.8 million related to the properties acquired from RCA in the Merger and $0.8 million related to our Acquisitions Since July 1, 2016. Additionally, depreciation and amortization expense decreased $3.9 million on our Disposals Since July 1, 2016. The purchase price of acquired properties is allocated to tangible and identifiable intangible assets and depreciated or amortized over their estimated useful lives.
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Interest Expense
Interest expense increased $1.9 million to $14.5 million for the three months ended September 30, 2017, compared to $12.6 million for the three months ended September 30, 2016. This increase is primarily related to the debt we assumed from RCA in the Merger. In connection with the Merger, we assumed mortgage notes payable with a total principal balance of $127.7 million, as well as a revolving credit facility which was assumed from RCA and amended and restated in connection with the closing of the Merger (the "Amended Credit Facility") with an outstanding balance of $304.0 million. We subsequently paid down a portion of the Amended Credit Facility, which had an outstanding balance as of September 30, 2017 of $260.0 million. Additionally, we took out a $24.0 million mortgage, with an interest rate of 4.71%, during the third quarter of 2017 encumbering 23 Bob Evans properties. This increase was partially offset by the repayment of an $82.3 million mortgage, with an interest rate of 5.48%, secured by properties operated by C&S Wholesale Grocer that we sold during the period. During the three months ended September 30, 2017, the weighted-average interest rate on the Amended Credit Facility and total mortgage notes payable was 2.65% and 4.69%, respectively, as compared to a weighted-average interest rate of 4.76% on our mortgage debt during the three months ended September 30, 2016.
Gain on Sale of Real Estate Investments
During the three months ended September 30, 2017, we sold seven properties leased to SunTrust, three of which resulted in gains on sale. These three properties sold for an aggregate contract price of $1.8 million, resulting in aggregate gains on sale of $0.3 million.
Comparison of the Nine Months Ended September 30, 2017 to the Nine Months Ended September 30, 2016
There were 432 properties that we owned for the entirety of both the nine months ended September 30, 2017 and the nine months ended September 30, 2016 (our "Nine Month Same Store"), comprised of 11.1 million rentable square feet that were 99.9% leased as of September 30, 2017. We acquired 35 stabilized core retail properties in the Merger (the "Merger Acquisitions"), comprised of 7.5 million rentable square feet that were 89.8% leased as of September 30, 2017. Additionally, during 2016 and the first three quarters of 2017, excluding properties acquired in the Merger, we acquired 50 properties (our "Acquisitions Since January 1, 2016"), comprised of 0.8 million rentable square feet that were 100.0% leased as of September 30, 2017. During 2016 and the first three quarters of 2017, we sold 31 properties (our "Disposals Since January 1, 2016"), comprised of 2.0 million rentable square feet.
The following table summarizes our leasing activity during the nine months ended September 30, 2017:
Nine Months Ended September 30, 2017 | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||
Number of Leases | Rentable Square Feet | Annualized SLR (1) prior to Lease Execution/Renewal | Annualized SLR (1) after Execution/Renewal | Costs to execute lease | Costs to execute lease per square foot | |||||||||||||||||
New leases (2) | 13 | 69,611 | $ | — | $ | 1,130 | $ | 1,117 | $ | 16.05 | ||||||||||||
Lease renewals/amendments (2) | 63 | 1,450,034 | 27,814 | 26,459 | 7,023 | $ | 4.84 | |||||||||||||||
Lease terminations | (8 | ) | (134,711 | ) | (1,423 | ) | — | — | $ | — | ||||||||||||
(1) | Straight-line rental income |
(2) | New leases reflect leases in which a new tenant took possession of the space during the nine months ended September 30, 2017, excluding new property acquisitions. Lease renewals/amendments reflect leases in which an existing tenant executed terms to extend the life or change the rental terms of the lease during the nine months ended September 30, 2017. |
Lease renewals/amendments in the table above includes an amendment to our lease with Sanofi US, which extended its remaining lease term from 9.5 years as of December 31, 2016 to 15.3 years as of September 30, 2017. In connection with the amendment, we paid a $6.1 million leasing commission, which has been capitalized to deferred costs, net on the accompanying consolidated balance sheet as of September 30, 2017 and will be amortized over the term of the lease. As of September 30, 2017, Sanofi US is our second largest tenant, representing 7.1% of total annualized straight-line rental income.
Rental Income
Rental income increased $53.9 million to $176.9 million for the nine months ended September 30, 2017, compared to $123.0 million for the nine months ended September 30, 2016. This increase in rental income was primarily due to $64.3 million of incremental rental income from the Merger Acquisitions, as well as $3.3 million of incremental rental income from our Acquisitions Since January 1, 2016. These increases were partially offset by a decrease in rental income of $14.3 million from our Disposals Since January 1, 2016.
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Operating Expense Reimbursements
Pursuant to certain of our lease agreements, tenants are required to reimburse us for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Operating expense reimbursement revenue increased $11.9 million to $20.9 million for the nine months ended September 30, 2017 compared to $9.0 million for the nine months ended September 30, 2016. This increase was primarily driven by $17.5 million of operating expense reimbursements from the Merger Acquisitions. This increase was partially offset by a decrease in operating expense reimbursements of $5.8 million from our Disposals Since January 1, 2016. Our Nine Month Same Store operating expense reimbursements remained relatively consistent at $1.8 million.
Interest Income from Debt Investments
Interest income from debt investments remained consistent at $0.8 million for the nine months ended September 30, 2017 and the nine months ended September 30, 2016. Interest income from debt investments related to our commercial real estate loan investments. For the nine months ended September 30, 2017, the average carrying value of our one commercial mortgage loan was $17.2 million, with a weighted-average yield of 5.60%. For the nine months ended September 30, 2016, we had commercial mortgage loans with a weighted-average balance of $22.8 million and a weighted-average yield of 4.4%.
Asset Management Fees to Related Party
Asset management fees paid to the Advisor increased $1.8 million to $15.3 million for the nine months ended September 30, 2017, compared to $13.5 million for the nine months ended September 30, 2016. Prior to the Effective Time of the Merger, we paid the Advisor (i) a base management fee with a fixed portion of $1.5 million payable monthly and a variable portion, if applicable, payable quarterly in arrears, and (ii) a variable management fee, if applicable, payable quarterly in arrears. Following the Effective Time of the Merger, the fixed portion of the base management fee increased from $18.0 million annually to (i) $21.0 million annually for the first year following the Effective Time; (ii) $22.5 million annually for the second year following the Effective Time; and (iii) $24.0 million annually for the remainder of the term. We did not incur any variable management fees during the nine months ended September 30, 2017 and 2016. Please see Note 12 — Related Party Transactions and Arrangements for more information on fees incurred from the Advisor.
Property Operating Expense
Property operating expense increased $19.9 million to $30.0 million for the nine months ended September 30, 2017, compared to $10.1 million for the nine months ended September 30, 2016. This increase was primarily driven by property operating expense of $25.9 million from the Merger Acquisitions, partially offset by a decrease of $6.4 million from our Disposals Since January 1, 2016. Our Nine Month Same Store property operating expense remained relatively consistent at $3.1 million. Property operating expenses primarily consist of the costs associated with maintaining our properties including real estate taxes, utilities, and repairs and maintenance. Most of these expenses are passed through and reimbursed by our tenants.
Impairment Charges
We incurred $14.2 million of impairment charges during the nine months ended September 30, 2017, $4.5 million of which related to properties sold or reclassified as held for sale, as the carrying amount of the long-lived assets associated with these properties was greater than our estimate of their fair value less estimated costs to sell.
The remaining $9.7 million of impairment charges were taken on held for use properties we sold during the nine months ended September 30, 2017 or that we owned as of September 30, 2017. These properties are operated by SunTrust and had lease terms set to expire between December 31, 2017 and March 31, 2018. As of September 30, 2017, 44 of these properties were either being marketed for sale or were subject to a LOI or a PSA. There can be no guarantee that these properties will be sold on the terms contemplated by any applicable LOI or PSA, or at all. See Note 4 — Real Estate Investments of the accompanying consolidated financial statements for further details. We determined, based on LOIs or PSAs entered into, that the carrying value of these properties exceeded their estimated fair values less costs to sell as of September 30, 2017. The carrying value of the remaining 44 SunTrust properties noted above was $48.1 million as of September 30, 2017, and we may experience further impairment losses with respect to these properties in future periods.
We recognized $0.1 million of impairment charges during the nine months ended September 30, 2016, which related to the loss on sale of a single-tenant net lease property operated by SunTrust.
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Acquisition and Transaction Related Expense
Acquisition and transaction related expense increased $2.1 million to $7.6 million for the nine months ended September 30, 2017, compared to $5.5 million for the nine months ended September 30, 2016. Acquisition and transaction related expenses for the nine months ended September 30, 2017 were primarily in connection with the Mergers. These costs include fees to the special committee's financial advisor and legal counsel of $4.1 million, fees to transfer RCA's mortgages and credit facility of $0.8 million and legal and other fees related to the Mergers of $0.5 million. Additionally, we incurred $2.2 million of costs related to our acquisition of 46 properties. Acquisition and transaction related expenses for the nine months ended September 30, 2016 were primarily in connection with the Merger.
General and Administrative Expense
General and administrative expense increased $6.3 million to $15.1 million for the nine months ended September 30, 2017, compared to $8.8 million for the nine months ended September 30, 2016. This increase primarily related to an increase in the amount of expenses incurred by the Advisor and its affiliates that we are required to reimburse resulting from incremental personnel costs from the Merger, as well as an increase in legal and audit fees.
Depreciation and Amortization Expense
Depreciation and amortization expense increased $36.5 million to $113.0 million for the nine months ended September 30, 2017, compared to $76.5 million for the nine months ended September 30, 2016. We incurred depreciation and amortization expense of $46.7 million for the approximately 7.5 months that we owned the properties acquired from RCA in the Merger and $1.4 million on our Acquisitions Since January 1, 2016. Additionally, depreciation and amortization expense decreased $11.0 million on our Disposals Since January 1, 2016. The purchase price of acquired properties is allocated to tangible and identifiable intangible assets and depreciated or amortized over their estimated useful lives.
Interest Expense
Interest expense increased $7.4 million to $44.9 million for the nine months ended September 30, 2017, compared to $37.5 million for the nine months ended September 30, 2016. This increase is primarily related to the debt we assumed from RCA in the Merger. In connection with the Merger, we assumed mortgage notes payable with a total principal balance of $127.7 million, as well as the Amended Credit Facility with an outstanding balance of $304.0 million. The Amended Credit Facility had an outstanding balance as of September 30, 2017 of $260.0 million. Additionally, we took out a $24.0 million mortgage during the third quarter of 2017 encumbering 23 Bob Evans properties. This increase was partially offset by the repayment of an $82.3 million mortgage secured by certain properties operated by C&S Wholesale Grocer that we sold during the period. During the nine months ended September 30, 2017, the weighted-average interest rate on the Amended Credit Facility and total mortgage notes payable was 2.48% and 4.72%, respectively, as compared to a weighted-average interest rate of 4.77% on our mortgage debt during the nine months ended September 30, 2016.
Gain on Sale of Real Estate Investments
During the nine months ended September 30, 2017, we sold three properties leased to Merrill Lynch, Pierce, Fenner & Smith for a contract price of $145.5 million, net of closing costs. These properties had a net carrying value at the date of disposition of $140.3 million, resulting in a gain on sale of $5.2 million. Additionally, we sold three properties leased to C&S Wholesale Grocer for a contract price of $44.2 million, net of closing costs. The property had a net carrying value at the date of disposition of $35.6 million, resulting in a gain on sale of $8.6 million. We also sold 13 properties leased to SunTrust for an aggregate contract price of $8.9 million, resulting in aggregate gains on sale of $0.3 million.
Cash Flows for the Nine Months Ended September 30, 2017
Cash flows from operating activities was $64.5 million during the nine months ended September 30, 2017 and consisted of a net loss of $27.2 million, adjusted for non-cash items of $112.5 million, including depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs, impairment charges, share-based compensation, amortization of mortgage premiums, discount accretion and premium amortization on investments, net and gain on sale of real estate investments, as well as changes in restricted cash of $0.7 million. These operating cash inflows were partially offset by an increase in prepaid expenses and other assets of $7.9 million, a decrease in accounts payable and accrued expenses of $5.3 million, and a decrease in deferred rent and other liabilities of $8.3 million.
The net cash used in investing activities during the nine months ended September 30, 2017 of $6.9 million consisted of cash paid to acquire RCA in the Merger of $94.5 million, amounts invested in real estate and other assets of $107.1 million, deposits for real estate acquisitions of $0.8 million, changes in restricted cash of $1.0 million and capital expenditures of $4.3 million, partially offset by the sale of real estate investments of $179.0 million and cash acquired in the Merger of $21.9 million.
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The net cash used in financing activities of $120.3 million during the nine months ended September 30, 2017 consisted primarily of payments on the Amended Credit Facility of $114.0 million, common stock repurchases of $29.1 million, cash distributions of $66.0 million, payments of deferred financing costs of $1.6 million and payments of mortgage notes payable of $3.4 million. These financing cash outflows were partially offset by proceeds from the Amended Credit Facility of $70.0 million and proceeds from mortgage notes payable of $24.0 million.
Cash Flows for the Nine Months Ended September 30, 2016
Cash flows provided from operating activities was $55.8 million during the nine months ended September 30, 2016 and consisted of a net loss of $18.7 million, adjusted for non-cash items of $76.9 million, including depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs, impairment charges, share-based compensation, amortization of mortgage premiums, discount accretion and premium amortization on investments, net and gain on sale of real estate investments, as well as an increase in accounts payable and accrued expenses of $6.1 million. These operating cash inflows were partially offset by an increase in prepaid expenses and other assets of $6.6 million and a decrease in deferred rent and other liabilities of $1.9 million.
The net cash provided by investing activities during the nine months ended September 30, 2016 of $38.2 million was generated from the proceeds from the sale of commercial mortgage loans of $56.9 million and the sale of real estate investments of $15.5 million, partially offset by amounts invested in real estate and other assets of $34.2 million.
The net cash used in financing activities of $81.0 million during the nine months ended September 30, 2016 consisted primarily of cash distributions of $60.5 million, common stock repurchases of $16.3 million, payments of deferred financing costs of $3.5 million and payments of mortgage notes payable of $0.8 million.
Liquidity and Capital Resources
We expect to fund our future short-term operating liquidity requirements through a combination of cash on hand, net cash provided by our current property operations, proceeds from shares issued through the DRIP and proceeds from the Amended Credit Facility. We may also generate additional liquidity through property dispositions and, to the extent available, secured or unsecured borrowings. As of September 30, 2017, we had cash and cash equivalents of $68.5 million, including $7.2 million of remaining cash proceeds received from common stock issued under the DRIP. Our principal demands for funds are for payment of our operating and administrative expenses, property acquisitions, capital expenditures, debt service obligations, cash distributions to our stockholders and repurchases of our common stock pursuant to the share repurchase program (as amended and restated, the "SRP").
On February 16, 2017, we, the OP, and certain other subsidiaries of ours acting as guarantors, entered into an amendment, assumption, joinder and reaffirmation of guaranties (the “Second Amendment”) to an unsecured amended and restated credit agreement, dated December 2, 2014 (as amended by the Second Amendment, the “Credit Agreement”), by and among the RCA OP to which the OP is successor by merger, BMO Harris Bank N.A., as administrative agent, letter of credit issuer, swingline lender and a lender, and the other parties thereto, relating to the Amended Credit Facility. The Second Amendment provides for, among other things, the OP to become the borrower and principal obligor under the Credit Agreement and the Amended Credit Facility, and for the Company to become a guarantor under the Amended Credit Facility. RCA and the RCA OP were parties to the Credit Agreement prior to closing of the Merger.
The Amended Credit Facility permits aggregate revolving loan borrowings of up to $325.0 million (subject to the value and debt service coverage ratio of the unencumbered asset pool comprising the borrowing base thereunder), a swingline subfacility of $25.0 million and a $20.0 million letter of credit subfacility, subject to certain conditions. Through an uncommitted “accordion feature,” the OP, subject to lender consent and certain other conditions, may increase commitments under the Amended Credit Facility to up to $575.0 million. As of September 30, 2017, our unused borrowing capacity was $65.0 million, based on the aggregate commitments under the Amended Credit Facility.
The Amended Credit Facility matures on May 1, 2018. Borrowings under the Amended Credit Facility bear interest at either (i) the base rate (which is defined in the Credit Agreement as the greatest of (a) the prime rate in effect on such day, (b) the federal funds effective rate in effect on such day plus 0.50%, and (c) LIBOR for a one month interest period plus 1.00%) plus an applicable spread ranging from 0.35% to 1.00%, depending on the Company’s consolidated leverage ratio, or (ii) LIBOR plus an applicable spread ranging from 1.35% to 2.00%, depending on the Company’s consolidated leverage ratio.
The Amended Credit Facility requires us to pay interest quarterly for each base rate loan and periodically for each LIBOR loan, based upon the applicable interest period (though no longer than three months) with respect to such LIBOR loan, with all principal outstanding being due on the maturity date. The Amended Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty. Upon the occurrence of an event of default, the requisite lenders have the right to terminate their obligations under the Amended Credit Facility and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Company, certain of its subsidiaries and certain subsidiaries of the OP will guarantee the obligations under the Amended Credit Facility.
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As of September 30, 2017, we had $1.1 billion of mortgage notes payable outstanding and $260.0 million outstanding under the Amended Credit Facility, with a leverage ratio (total debt divided by total assets) of 41.0%. During the three months ended September 30, 2017, the weighted-average interest rate on the Amended Credit Facility and mortgage notes payable was 2.65% and 4.69%, respectively. As of December 31, 2016, we had $1.0 billion of mortgage notes payable outstanding, with a leverage ratio of 50.0% and a weighted-average interest rate of 4.75%. Using debt balances as of September 30, 2017, we had approximately $289.0 million of mortgage debt and borrowings under the Amended Credit Facility that matures between September 30, 2017 and September 30, 2018.
As of September 30, 2017, we had pledged $2.1 billion in real estate investments as collateral for our mortgage notes payable and $770.3 million in real estate investments were included in the unencumbered asset pool comprising the borrowing base under the Amended Credit Facility. Accordingly, as of September 30, 2017, we had $0.5 million in real estate investments available to serve as collateral under new mortgage loans or to be added to the unencumbered asset pool comprising the borrowing base under the Amended Credit Facility or another similar facility.
One of our primary uses of cash during the nine months ended September 30, 2017 has been for acquisitions of properties. At the closing of the Merger, we paid $94.5 million in Cash Consideration, as well as $917.0 million in Stock Consideration, in order to acquire all of the assets and liabilities of RCA, including 35 stabilized core retail properties comprised of 7.5 million rentable square feet. In addition to the Merger, we have acquired 46 net leased commercial properties during the nine months ended September 30, 2017 for an aggregate contract price of $107.0 million, comprised of 0.5 million rentable square feet. These acquisitions were funded through a combination of mortgage debt, draws on the Amended Credit Facility, proceeds from dispositions of properties and available cash on hand.
In addition to the acquisitions noted above, we purchased an additional 28 properties subsequent to September 30, 2017 with an aggregate base purchase price of $38.9 million, excluding acquisition related costs. We also have entered into PSAs to acquire an additional four properties for an aggregate contract purchase price of approximately $12.3 million. We anticipate using available cash on hand, proceeds from dispositions of properties and proceeds from the Amended Credit Facility, to pay the consideration required to complete these acquisitions. These acquisitions are subject to conditions, and there can be no assurance they will be completed on their current terms, or at all.
During the nine months ended September 30, 2017, we closed on the sale of 19 properties, including 13 properties operated by SunTrust, for an aggregate contract price of $277.9 million, excluding acquisition related costs. In connection with these sales, we repaid $90.0 million of mortgage debt, leaving net proceeds available for property acquisitions of $187.9 million. In addition, we have sold three properties operated by SunTrust subsequent to September 30, 2017, with an aggregate contract sale price of $1.6 million. In connection with these sales, we repaid $1.9 million of mortgage debt. We also have entered into PSAs to dispose of an additional eight properties, including seven properties operated by SunTrust, for an aggregate contract sale price of approximately $25.8 million. In connection with these sales, we expect to repay approximately $18.0 million of mortgage debt. These dispositions are subject to conditions, and there can be no assurance they will be completed on their current terms, or at all.
Non-GAAP Financial Measures
This section reports on non-GAAP financial measures, including funds from operations and modified funds from operations. A description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income, is provided below.
Funds from Operations and Modified Funds from Operations
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings, improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including, but not limited to, inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using the historical accounting convention for depreciation and certain other items may be less informative.
Because of these factors, the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has published a standardized measure of performance known as funds from operations ("FFO"), which is used in the REIT industry as a supplemental performance measure. We believe FFO, which excludes certain items such as real estate-related depreciation and amortization, is an appropriate supplemental measure of a REIT's operating performance. FFO is not equivalent to our net income or loss as determined under GAAP.
We define FFO, a non-GAAP measure, consistent with the standards set forth in the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, but excluding gains or losses from sales of property and real estate related impairments, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.
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We believe that the use of FFO provides a more complete understanding of our performance to investors and to management, and reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.
Changes in the accounting and reporting promulgations under GAAP that were put into effect in 2009 subsequent to the establishment of NAREIT's definition of FFO, such as the change to expense as incurred rather than capitalize and depreciate acquisition fees and expenses incurred for business combinations, have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses, as items that are expensed under GAAP across all industries. These changes had a particularly significant impact on publicly registered, non-listed REITs, which typically have a significant amount of acquisition activity in the early part of their existence, particularly during the period when they are raising capital through ongoing initial public offerings.
Because of these factors, the Investment Program Association (the "IPA"), an industry trade group, published a standardized measure of performance known as modified funds from operations ("MFFO"), which the IPA has recommended as a supplemental measure for publicly registered, non-listed REITs. MFFO is designed to be reflective of the ongoing operating performance of publicly registered, non-listed REITs by adjusting for those costs that are more reflective of acquisitions and investment activity, along with other items the IPA believes are not indicative of the ongoing operating performance of a publicly registered, non-listed REIT, such as straight-lining of rents as required by GAAP. We believe it is appropriate to use MFFO as a supplemental measure of operating performance because we believe that both before and after we have deployed all of our offering proceeds and are no longer incurring a significant amount of acquisitions fees or other related costs, it reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. MFFO is not equivalent to our net income or loss as determined under GAAP.
We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the "Practice Guideline") issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for acquisition and transaction related fees and expenses and other items. In calculating MFFO, we follow the Practice Guideline and exclude acquisition and transaction-related fees and expenses (which includes costs incurred in connection with strategic alternatives), amounts relating to deferred rent receivables and amortization of market lease and other intangibles, net (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), accretion of discounts and amortization of premiums on debt investments and borrowings, mark-to-market adjustments included in net income (including gains or losses incurred on assets held for sale), gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis.
We believe that, because MFFO excludes costs that we consider more reflective of acquisition activities and other non-operating items, MFFO can provide, on a going-forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring properties and once our portfolio is stabilized. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry and allows for an evaluation of our performance against other publicly registered, non-listed REITs.
Not all REITs, including publicly registered, non-listed REITs, calculate FFO and MFFO the same way. Accordingly, comparisons with other REITs, including publicly registered, non-listed REITs, may not be meaningful. Furthermore, FFO and MFFO are not indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as determined under GAAP as an indication of our performance, as an alternative to cash flows from operations, as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance. FFO and MFFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The methods utilized to evaluate the performance of a publicly registered, non-listed REIT under GAAP should be construed as more relevant measures of operational performance and considered more prominently than the non-GAAP measures, FFO and MFFO, and the adjustments to GAAP in calculating FFO and MFFO.
Neither the SEC, NAREIT, the IPA nor any other regulatory body or industry trade group has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, NAREIT, the IPA or another industry trade group may publish updates to the White Paper or the Practice Guidelines or the SEC or another regulatory body could standardize the allowable adjustments across the publicly registered, non-listed REIT industry, and we would have to adjust our calculation and characterization of FFO or MFFO accordingly.
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The table below reflects the items deducted from or added to net loss in our calculation of FFO and MFFO for the periods presented:
Three Months Ended | Nine Months Ended September 30, 2017 | |||||||||||||||
(In thousands) | March 31, 2017 | June 30, 2017 | September 30, 2017 | |||||||||||||
Net loss attributable to stockholders (in accordance with GAAP) | $ | (10,717 | ) | $ | (1,021 | ) | $ | (15,367 | ) | $ | (27,105 | ) | ||||
Gain on sale of real estate investments | (5,222 | ) | (8,609 | ) | (264 | ) | (14,095 | ) | ||||||||
Impairment charges | 3,929 | 2,649 | 7,605 | 14,183 | ||||||||||||
Depreciation and amortization | 31,478 | 40,438 | 41,132 | 113,048 | ||||||||||||
Proportionate share of adjustments for non-controlling interests to arrive at FFO | (31 | ) | (68 | ) | (94 | ) | (193 | ) | ||||||||
FFO attributable to stockholders | 19,437 | 33,389 | 33,012 | 85,838 | ||||||||||||
Acquisition and transaction related fees and expenses | 5,436 | 947 | 1,173 | 7,556 | ||||||||||||
Amortization of market lease and other intangibles, net | (453 | ) | (1,113 | ) | (1,519 | ) | (3,085 | ) | ||||||||
Straight-line rent | (1,572 | ) | (1,882 | ) | (2,077 | ) | (5,531 | ) | ||||||||
Amortization of mortgage premiums on borrowings | (1,126 | ) | (928 | ) | (1,063 | ) | (3,117 | ) | ||||||||
Discount accretion on investment | (6 | ) | (7 | ) | (3 | ) | (16 | ) | ||||||||
Mark-to-market adjustments | (73 | ) | (7 | ) | (25 | ) | (105 | ) | ||||||||
Proportionate share of adjustments for non-controlling interests to arrive at MFFO | 4 | 6 | 7 | 17 | ||||||||||||
MFFO attributable to stockholders | $ | 21,647 | $ | 30,405 | $ | 29,505 | $ | 81,557 | ||||||||
Distributions
In April 2013, our board of directors authorized distributions payable on a monthly basis to stockholders of record on each day at a rate equal to $1.65 per annum, per share of common stock. On June 14, 2017, we announced that our board of directors authorized a decrease in the daily accrual of distributions to an annualized rate of $1.30 per annum, per share of common stock, effective July 1, 2017. This represents a change in the annualized distribution yield, based on the original purchase price of $25.00 per share, from 6.6% to 5.2%, or a change from 7.1% to 5.6% based on our most recent Estimated Per Share NAV as of December 31, 2016 of $23.37 per share. The first distributions under the new rate were paid on or about August 5, 2017. Distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month.
The amount of distributions payable to our stockholders is determined by our board of directors and is dependent on a number of factors, including funds available for distribution, our financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). Our board of directors may reduce the amount of distributions paid or suspend distribution payments at any time prior to distributions being declared. Therefore, distribution payments are not assured.
During the nine months ended September 30, 2017, distributions paid to common stockholders totaled $109.5 million, inclusive of $43.5 million of distributions that were reinvested in additional shares of our common stock through our DRIP. During the nine months ended September 30, 2017, cash used to pay distributions was generated from cash flows provided from operations, and cash available on hand.
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The following table shows the sources for the payment of distributions to common stockholders, including distributions on unvested restricted shares, for the periods indicated:
Three Months Ended | Nine Months Ended September 30, 2017 | |||||||||||||||||||||||||||
March 31, 2017 | June 30, 2017 | September 30, 2017 | ||||||||||||||||||||||||||
(In thousands) | Percentage of Distributions | Percentage of Distributions | Percentage of Distributions | Percentage of Distributions | ||||||||||||||||||||||||
Cash distributions paid to stockholders not reinvested in common stock | $ | 17,167 | $ | 25,827 | $ | 23,016 | $ | 66,010 | ||||||||||||||||||||
Cash distributions reinvested in common stock issued under the DRIP | 11,887 | 17,449 | 14,188 | 43,524 | ||||||||||||||||||||||||
Total distributions paid | $ | 29,054 | $ | 43,276 | $ | 37,204 | $ | 109,534 | ||||||||||||||||||||
Source of distribution coverage: | ||||||||||||||||||||||||||||
Cash flows provided by operations | $ | 8,409 | 28.9 | % | $ | 33,017 | 76.3 | % | $ | 23,048 | 62.0 | % | $ | 64,474 | 58.9 | % | ||||||||||||
Cash proceeds received from common stock issued under the DRIP | — | — | % | 10,259 | 23.7 | % | 14,156 | 38.0 | % | 24,415 | 22.3 | % | ||||||||||||||||
Available cash on hand (1) | 20,645 | 71.1 | % | — | — | % | — | — | % | 20,645 | 18.8 | % | ||||||||||||||||
Total source of distribution coverage | $ | 29,054 | 100.0 | % | $ | 43,276 | 100.0 | % | $ | 37,204 | 100.0 | % | $ | 109,534 | 100.0 | % | ||||||||||||
Cash flows provided by operations (GAAP basis) | $ | 8,409 | $ | 33,017 | $ | 23,048 | $ | 64,474 | ||||||||||||||||||||
Net loss (in accordance with GAAP) | $ | (10,730 | ) | $ | (1,023 | ) | $ | (15,397 | ) | $ | (27,150 | ) | ||||||||||||||||
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(1) | Consists of proceeds from sale of real estate investments and proceeds from financings. See Note 4 — Real Estate Investments of the accompanying consolidated financial statements for information on our sales of real estate investments, Note 7 — Mortgage Notes Payable of the accompanying consolidated financial statements for information on our mortgage loans outstanding and Note 6 — Credit Facility of the accompanying consolidated financial statements for information on amounts outstanding and availability under the Amended Credit Facility. |
Because we do not generate sufficient cash flows from our operations to fund distributions, we have used and expect to continue to use, a portion of our cash on hand to pay distributions, which could cause our stockholders' investment to be adversely impacted.
Loan Obligations
The payment terms of certain of our mortgage loan obligations require principal and interest payments monthly, with all unpaid principal and interest due at maturity. Our loan agreements stipulate that we comply with specific reporting covenants. As of September 30, 2017, we were in compliance with the debt covenants under our loan agreements.
The Advisor may, with approval from our board of directors, seek to borrow short-term capital that, combined with secured mortgage financing, exceeds our targeted leverage ratio. As of September 30, 2017, our leverage ratio (total debt divided by total assets) was 41.0%.
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Contractual Obligations
The following table reflects contractual debt obligations under our mortgage notes payable based on anticipated repayment dates, as well as minimum base rental cash payments due for leasehold interests over the next five years and thereafter as of September 30, 2017. These minimum base rental cash payments due for leasehold interests amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes among other items:
Years Ended December 31, | ||||||||||||||||||||
(In thousands) | Total | October 1, 2017 to December 31, 2017 | 2018-2019 | 2020-2021 | Thereafter | |||||||||||||||
Principal on mortgage notes payable | $ | 1,096,117 | $ | 582 | $ | 67,715 | $ | 976,932 | $ | 50,888 | ||||||||||
Interest on mortgage notes payable | 166,701 | 8,585 | 98,859 | 49,704 | 9,553 | |||||||||||||||
Credit Facility | 260,000 | — | 260,000 | — | — | |||||||||||||||
Interest on Credit Facility | 7,963 | 1,712 | 6,251 | — | — | |||||||||||||||
Ground lease rental payments due | 18,795 | 361 | 2,864 | 2,120 | 13,450 | |||||||||||||||
$ | 1,549,576 | $ | 11,240 | $ | 435,689 | $ | 1,028,756 | $ | 73,891 | |||||||||||
Several of the loan agreements on our mortgage notes payable feature anticipated repayment dates in advance of the stated maturity dates. Please see table below:
Portfolio | Maturity | Anticipated Repayment | ||
SAAB Sensis I | Apr. 2025 | Apr. 2025 | ||
SunTrust Bank II | Jul. 2031 | Jul. 2021 | ||
SunTrust Bank III | Jul. 2031 | Jul. 2021 | ||
SunTrust Bank IV | Jul. 2031 | Jul. 2021 | ||
Sanofi US I - New Loan | Jul. 2026 | Jan. 2021 | ||
Stop & Shop I | Jun. 2041 | Jun. 2021 | ||
Multi-Tenant Mortgage Loan | Sep. 2020 | Sep. 2020 | ||
Liberty Crossing | Jul. 2018 | Jul. 2018 | ||
San Pedro Crossing | Jan. 2018 | Jan. 2018 | ||
Tiffany Springs MarketCenter | Oct. 2018 | Oct. 2018 | ||
Shops at Shelby Crossing | Mar. 2024 | Mar. 2024 | ||
Patton Creek | Dec. 2020 | Dec. 2020 | ||
Bob Evans I | Sep. 2037 | Sep. 2027 | ||
Election as a REIT
We elected to be taxed as a REIT under Sections 856 through 860 of the Code, effective for our taxable year ended December 31, 2013. We believe that, commencing with such taxable year, we have been organized and have operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to remain qualified as a REIT. In order to continue to qualify for taxation as a REIT, we must distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on that portion of our REIT taxable income that we distribute to our stockholders. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties, as well as federal income and excise taxes on our undistributed income.
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Inflation
Some of our leases with our tenants contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions. However, our net leases require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Related-Party Transactions and Agreements
Please see Note 12 — Related Party Transactions and Arrangements of the accompanying consolidated financial statements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our long-term debt, which consists of secured financings, bears interest at fixed rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thus are not exposed to foreign currency fluctuations.
As of September 30, 2017, our fixed rate debt consisted of secured mortgage financings with a gross carrying value of $1.1 billion and a fair value of $1.1 billion. Changes in market interest rates on our fixed-rate debt impact its fair value, but it has no impact on interest expense incurred or cash flow. For instance, if interest rates rise 100 basis points and our fixed-rate debt balance remains constant, we expect the fair value of our obligation to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed–rate debt assumes an immediate 100 basis point move in interest rates from their September 30, 2017 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by $30.4 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt by $31.6 million.
As of September 30, 2017, our variable-rate debt consisted of our Amended Credit Facility, which had a carrying and fair value of $260.0 million. Interest rate volatility associated with the Amended Credit Facility affects interest expense incurred and cash flow. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from September 30, 2017 levels with all other variables held constant. A 100 basis point increase or decrease in variable rates on the Amended Credit Facility would increase or decrease our interest expense by $2.6 million.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs, and, assuming no other changes in our capital structure. The information presented above includes only those exposures that existed as of September 30, 2017 and does not consider exposures or positions arising after that date. The information represented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
On January 13, 2017, four affiliated stockholders of RCA filed in the United States District Court for the District of Maryland a putative class action lawsuit against the Company, Edward M. Weil, Jr., Leslie D. Michelson, Edward G. Rendell (Weil, Michelson and Rendell, the “Director Defendants”), AR Global, and the Company, alleging violations of Sections 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) by RCA and the Director Defendants, violations of Section 20(a) of the Exchange Act by AR Global and the Director Defendants, breaches of fiduciary duty by the Director Defendants, and aiding and abetting breaches of fiduciary duty by AR Global and the Company in connection with the negotiation of and proxy solicitation for a shareholder vote on the proposed merger of the Company and RCA and an amendment to RCA's charter. The complaint sought on behalf of the putative class rescission of the merger transaction, which was voted on and approved by stockholders on February 13, 2017, and closed on February 16, 2017, together with unspecified rescissory damages, unspecified actual damages, and costs and disbursements of the action. On April 26, 2017, the Court appointed a lead plaintiff. Lead plaintiff, along with other stockholders of RCA, filed an amended complaint on June 19, 2017. The Amended Complaint named additional individuals and entities as defendants (David Gong, Stanley Perla, Lisa Kabnick ("Additional Director Defendants"), Nicholas Radesca and American Realty Capital Retail Advisor, LLC), added counts under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 in connection with the Registration Statement for the proposed merger, under Section 13(e) of the Exchange Act, and counts for breach of contract and unjust enrichment, and dropped the demand for rescission (while maintaining the demand for rescissory damages). The Company, the Director Defendants, the Additional Director Defendants and Nicholas Radesca deny wrongdoing and liability and intend to vigorously defend the action. Due to the early stage of the litigation, no estimate of a probable loss or any reasonable possible losses are determinable at this time. No provisions for such losses have been recorded in the accompanying consolidated financial statements for the three and nine months ended September 30, 2017.
We are not a party to, and none of our properties are subject to, any material pending legal proceedings.
Item 1A. Risk Factors.
The following risk factors supplement the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2016.
The Estimated Per-Share NAV may be lower or higher than the price of our shares of common stock on a national securities exchange.
Our Estimated Per-Share NAV does not represent, and we can give no assurance as to, (1) the price at which our shares will trade on a national securities exchange or the per share price a third party would pay to acquire the Company, (2) the amount a stockholder would obtain if he or she tried to sell his or her shares, or (3) the amount stockholders would receive if we liquidated our assets and distributed the proceeds after paying all of its expenses and liabilities. In addition, our Estimated Per-Share NAV does not reflect events subsequent to the date as of which the Estimated Per-Share NAV is determined that may have affected the value of our shares.
Our common stock has never been traded on a national securities exchange and as such has no trading history, and there can be no assurance that the trading price of our common stock will equal or exceed Estimated Per-Share NAV.
Presently there is not an established market for our shares. On August 8, 2017, our application to list our common stock on NASDAQ under the symbol "AFIN" was approved by NASDAQ, subject to our being in compliance with all applicable listing standards on the date we begin trading on NASDAQ.
Our board of directors has not yet determined when it will request that our common stock be listed and commence trading and any decision with respect to the timing of listing will be based on market conditions and other factors. There can be no assurance as to when or if our common stock will commence trading or as to the price at which our common stock will trade. There can be no assurance that the trading price of our common stock will equal or exceed our Estimated Per-Share NAV as of December 31, 2016 of $23.37 and may differ significantly from our Estimated Per-Share NAV.
The current lack of liquidity for shares of our common stock could adversely affect the market price of our common stock upon listing.
Because there is no established market for our shares of common stock, any stockholders wishing to exit their investment have not had the opportunity to do so. Once our common stock is listed on a national securities exchange, these stockholders and others will have the ability to sell their shares of common stock. Sales of substantial amounts of shares of our common stock, or the perception that such sales might occur could result in downward pressure on the price of our common stock.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sale of Unregistered Equity Securities
On July 21, 2017, we awarded each of our five independent directors 1,283 restricted shares of common stock ("restricted shares") under our employee and director incentive restricted share plan. All of these awards of restricted shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Our board of directors has adopted the SRP that enables our stockholders to sell their shares to us under limited circumstances. At the time a stockholder requests a repurchase, we may, subject to certain conditions, repurchase the shares presented for repurchase for cash to the extent we have sufficient funds available.
The following table summarizes the repurchases of shares under the SRP cumulatively through September 30, 2017:
Number of Shares | Weighted-Average Price per Share | ||||||
Cumulative repurchases as of December 31, 2016 | 2,081,499 | $ | 24.12 | ||||
Three months ended March 31, 2017 | 848,822 | (1) | 23.85 | ||||
Three months ended June 30, 2017 | 6,084 | 23.83 | |||||
Three months ended September 30, 2017 | 370,472 | (2) | 23.41 | ||||
Cumulative repurchases as of September 30, 2017 | 3,306,877 | $ | 23.97 | ||||
(1) | Excludes rejected repurchase requests received during 2016 with respect to 5.9 million shares for $140.1 million at a weighted-average price per share of 23.65. |
(2) | In July 2017, following the effectiveness of the amendment and restatement of the SRP, our board of directors approved 100% of the repurchase requests made following the death or qualifying disability of stockholders during the period from January 1, 2017 to June 30, 2017. No repurchases have been or will be made with respect to requests received during 2017 that are not valid requests in accordance with the amended and restated SRP. |
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Articles Supplementary
On November 9, 2017, the Company’s board of directors, upon recommendation of its nominating and corporate governance committee (which is comprised entirely of independent directors), unanimously approved a resolution electing to be subject to Section 3-803 of the Maryland General Corporation Law (“MGCL”), so that the board of directors will be classified into three classes each initially comprised of no more than two directors. The initial members of each class will be determined by the Company’s board of directors in advance of the Company’s 2018 annual stockholder meeting. As a result of the change, approximately one-third of the board of directors will be elected at each annual meeting of the Company’s stockholders for three year terms and until their successors are duly elected and qualify. On November 9, 2017, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland to implement this change (the "Articles Supplementary"). The Articles Supplementary were effective upon the acceptance for record of the filing.
The number of directors in each class may be changed from time to time by the board of directors to reflect an increase or decrease in the total number of directors so that each class, to the extent possible, will have the same number of directors.
The decision by the Company’s board of directors to adopt a classified board was not taken in response to any known takeover attempt or threat, but rather because the Company’s board of directors, in considering various arguments for and against having a classified board, believed it is in the best interest of the Company to promote its operating stability and the implementation of the Company’s long-term business strategy.
The foregoing description of the Articles Supplementary does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles Supplementary, which is filed as an exhibit to this Quarterly Report on Form 10-Q.
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Indemnification Agreement
On November 13, 2017, in connection with the election of Katie P. Kurtz as our chief financial officer, secretary and treasurer, effective upon the resignation of Nicholas Radesca from the same role, we entered into an indemnification agreement (the “Indemnification Agreement”) with Ms. Kurtz in the same form as the indemnification agreements we have entered into with our other directors and officers. Under the Indemnification Agreement, Ms. Kurtz will be indemnified by us to the maximum extent permitted by Maryland law for certain liabilities and will be advanced certain expenses that have been incurred as a result of actions brought, or threatened to be brought, against her as our officer as a result of her service, subject to the limitations set forth in the Indemnification Agreement. The Indemnification Agreement will become effective on November 15, 2017, the date Mr. Radesca’s resignation will become effective.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which is filed as an exhibit to this Quarterly Report on Form 10-Q.
Item 6. Exhibits.
The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this Quarterly Report on Form 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AMERICAN FINANCE TRUST, INC. | ||
By: | /s/ Edward M. Weil, Jr. | |
Edward M. Weil, Jr. | ||
Chief Executive Officer and President (Principal Executive Officer) | ||
By: | /s/ Nicholas Radesca | |
Nicholas Radesca | ||
Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) | ||
Dated: November 13, 2017
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EXHIBITS INDEX
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit No. | Description | |
3.1 * | Articles Supplementary relating to election to be subject to Section 3-803 of the MGCL | |
10.1 * | Indemnification Agreement between American Finance Trust, Inc. and Katie P. Kurtz, dated as of November 13, 2017 | |
31.1 * | Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 * | Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32 * | Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101 * | XBRL (eXtensible Business Reporting Language). The following materials from American Finance Trust, Inc.'s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2017, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. | |
____________________
* Filed herewith.
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