UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K10-K/A
(Amendment No. 1)
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| x | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | | For the fiscal year ended December 31, 2019 |
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| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | | For the transition period from to |
Commission file number 000-55187
CIM INCOME NAV, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | | 27-3147801 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
2398 East Camelback Road, 4th Floor Phoenix, Arizona 85016 (Address of principal executive offices; zip code) | | (602) 778-8700 (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: |
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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| None | | None | | None |
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Class D Common Stock, $.01 par value
Class T Common Stock, $.01 par value
Class S Common Stock, $.01 par value
Class I Common Stock, $.01 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 every Interactive Data File required to be submitted 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 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. |
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| Large accelerated filer | ¨o | | Accelerated filer | ¨o | | Non-accelerated filer | x |
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| 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. ¨
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
There is no established market for the registrant’s shares of common stock. There were approximately 33.9 million shares of common stock held by non-affiliates as of June 28, 2019, for an aggregate market value of $598.4 million, based upon an average net asset value per share of $17.66 as of June 28,2019, the last business day of the registrant’s most recently completed second fiscal quarter.
As of March 16,April 17, 2020, there were approximately 17.316.8 million shares of Class D common stock, approximately 14.514.4 million shares of Class T common stock, 7,100approximately 7,000 shares of Class S common stock, and approximately 1.0 million955,000 shares of Class I common stock, par value $0.01 each, of CIM Income NAV, Inc. outstanding.
Documents Incorporated by Reference:
The Registrant incorporates by reference portions of the CIM Income NAV, Inc. definitive proxy statement to be filed with the SEC with respect to the Registrant’s 2020 Annual Meeting of Stockholders (into Items 10, 11, 12, 13 and 14 of Part III).
TABLE OF CONTENTS
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EXPLANATORY NOTE REGARDING FORWARD-LOOKING STATEMENTS | | |
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PART I | |
ITEM 1. | | | |
ITEM 1A. | | | |
ITEM 1B. | | | |
ITEM 2. | | | |
ITEM 3. | | | |
ITEM 4. | | | |
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PART II | |
ITEM 5. | | | |
ITEM 6. | | | |
ITEM 7. | | | |
ITEM 7A. | | | |
ITEM 8. | | | |
ITEM 9. | | | |
ITEM 9A. | | | |
ITEM 9B. | | | |
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| PART III | |
| ITEM 10. | | | |
| ITEM 11. | | | |
| ITEM 12. | | | |
| ITEM 13. | | | |
| ITEM 14. | | | |
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| PART IV | |
| ITEM 15. | | | |
ITEM 16. | | | |
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CAUTIONARYEXPLANATORY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ThisCIM Income NAV, Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend our Annual Report on Form 10-K of CIM Income NAV, Inc. includes “forward-looking statements” (withinfor the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that reflect our expectations and projections about our future results, performance, prospects and opportunities. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “would,” “could,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. We caution readers not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date this Annual Report on Form 10-K isyear ended December 31, 2019, originally filed with the U.S. Securities and Exchange Commission (the “SEC”). Additionally, 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.
The following are some, but not all, of the assumptions, risks, uncertainties and other factors that could cause our actual results to differ materially from those presented in our forward-looking statements:
We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.
We are subject to risks associated with tenant, geographic and industry concentrations with respect to our properties.
Our properties, intangible assets and other assets may be subject to impairment charges.
We could be subject to unexpected costs or unexpected liabilities that may arise from dispositions.
We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties, and we may suffer delays or be unable to acquire, dispose of, or lease properties on advantageous terms.
We are subject to risks associated with bankruptcies or insolvencies of tenants or from tenant defaults generally.
We have substantial indebtedness, which may affect our ability to pay distributions and expose us to interest rate fluctuation risk and the risk of default under our debt obligations.
We are affected by the incurrence of additional secured or unsecured debt.
We may not generate cash flows sufficient to pay our distributions to stockholders or meet our debt service obligations.
We may be affected by risks resulting from losses in excess of insured limits.
We may not be able to maintain profitability.
We may fail to remain qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.
We are subject to market and regulatory risks that may affect capital raising volume.
Our advisor has the right to terminate the advisory agreement upon 60 days’ written notice without cause or penalty.
All forward-looking statements should be read in light of the risks identified in Part I, Item 1A. Risk Factors within this Annual Report onMarch 30, 2020 (the “Original Form 10-K.
Definitions
We use certain defined terms throughout this Annual Report on Form 10-K that have the following meanings:
The phrase “annualized rental income” refers to the straight-line rental revenue under our leases on operating properties owned as of the respective reporting date, which includes the effect of rent escalations and any tenant concessions, such as free rent, and excludes any contingent rent, such as percentage rent. Management uses annualized rental income as a basis for tenant, industry and geographic concentrations and other metrics within the portfolio. Annualized rental income is not indicative of future performance.
Under a “net lease,” the tenant occupying the leased property (usually as a single tenant) does so in much the same manner as if the tenant were the owner of the property. The tenant generally agrees that it will either have no ability or only limited ability to terminate the lease or abate rent prior to the expiration of the term of the lease as a result of real estate driven events such as casualty, condemnation or failure by the landlord to fulfill its obligations under the lease. There are various forms of net leases, most typically classified as either triple-net or double-net. Triple-net leases typically require the tenant to pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs, including roof, structure and parking lot). Double-net leases typically hold the landlord responsible for the capital expenditures for the roof and structure, while the tenant is responsible for all lease payments and remaining operating expenses associated with the property (e.g., real estate taxes, insurance and maintenance).
PART I
ITEM 1.BUSINESS
General Description of the Business and Operations
CIM Income NAV, Inc., (the “Company,” “we,” “our” or “us”) is a daily priced perpetual life non-exchange traded REIT formed as a Maryland corporation on July 27, 2010. We elected to be taxed, and currently qualify, as a REIT for U.S. federal income tax purposes. We primarily acquire and operate a diversified portfolio of necessity retail, office and industrial properties that are leased to creditworthy tenants under long-term net leases, and are strategically located throughout the United States. As of December 31, 2019, we owned 128 commercial properties, including two properties through a consolidated joint venture agreement (the “Consolidated Joint Venture”), comprising 5.4 million rentable square feet of commercial space located in 34 states, and which were 98.6% leased, including month-to-month agreements, if any.
Substantially all of our business is conducted through our operating partnership, CIM Income NAV Operating Partnership, LP, a Delaware limited partnership (“CIM Income NAV OP”) of which we are the sole general partner and own, directly or indirectly, 100% of the partnership interests.
We are externally managed by CIM Income NAV Management, LLC, a Delaware limited liability company (“CIM Income NAV Management”), which is an affiliate of CIM Group, LLC (“CIM”). CIM is a community-focused real estate and infrastructure owner, operator, developer and lender with multi-disciplinary expertise, including acquisitions, management, development, leasing, research and capital markets. CIM is headquartered in Los Angeles, California and has offices in Oakland, California; Bethesda, Maryland; Dallas, Texas; New York, New York; Chicago, Illinois and Phoenix, Arizona.
We have no paid employees and rely upon our advisor and its affiliates to provide substantially all of our day-to-day management. Pursuant to an advisory agreement with us, CIM Income NAV Management is responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments on our behalf. In addition, pursuant to the advisory agreement, CIM Income NAV Management has fiduciary obligations to us and our stockholders. Our advisory agreement with CIM Income NAV Management is for a one-year term and is considered for renewal on an annual basis by our board of directors (our “Board”). The current term of the advisory agreement expires on November 30, 2020.
CCO Group, LLC owns and controls CIM Income NAV Management, the Company’s advisor, and is the indirect owner of CCO Capital, LLC (“CCO Capital”), the Company’s dealer manager, and CREI Advisors, LLC (“CREI Advisors”), the Company’s property manager. CCO Group, LLC and its subsidiaries (collectively, “CCO Group”) serve as the Company’s sponsor and as a sponsor to CIM Real Estate Finance Trust, Inc. (formerly known as Cole Credit Property Trust IV, Inc.) (“CMFT”), Cole Credit Property Trust V, Inc. (“CCPT V”), Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”) and Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”).
On December 6, 2011, we commenced our initial public offering on a “best efforts” basis of up to $4.0 billion in shares of our common stock at an initial offering price of $15.00 per share. On August 26, 2013, we designated the existing shares of our common stock that were sold prior to such date to be Wrap Class shares (“W Shares”) of common stock and registered two new classes of our common stock, Advisor Class shares (“A Shares”) and Institutional Class shares (“I Shares”). On February 10, 2017, we filed a registration statement (the “Continuing Offering Registration Statement”), pursuant to which we are offering up to $4.0 billion in shares of common stock (the “Offering”), consisting of $3.5 billion in shares in our primary offering (the “Primary Offering”) and $500.0 million in shares pursuant to a distribution reinvestment plan (the “DRIP”).
On November 27, 2018, we amended our charter to, among other things, change the name and designation of our W Shares to Class D Common Stock (the “D Shares”), our A Shares to Class T Common Stock (the “T Shares”), respectively, and reclassified a portion of our common stock as Class S Common Stock (the “S Shares”10-K”), to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above-referenced items to be offered alongsideincorporated in the Form 10-K by reference to our D Shares, T Shares and I Shares indefinitive proxy statement if such statement is filed no later than 120 days after our continuous public offering (the “Share Modifications”).fiscal year-end. We are offeringfiling this Amendment No. 1 to sell any combinationprovide the information required in Part III of D Shares, T Shares, S Shares and I Shares with a dollar value up to the maximum offering amount. In connection with the Share Modifications, when we refer to our share classes in this Annual Report on Form 10-K with respect to dates prior to November 27, 2018 (the “Restructure Date”), we are referring to our shares under our prior share structure, and when we refer to our share classes in this Annual Report on Form 10-K with respect to dates on or after November 27, 2018, we are referring to our shares under our new share structure. See Note 11 — Related-Party Transactions and Agreements to our consolidated financial statements for detailedbecause a definitive proxy statement containing such information regarding the advisory and dealer manager amendments related to our Share Modifications.
As a perpetual-life, non-exchange traded REIT, we intend to sell shares of our common stock on a continuous basis and for an indefinite period of time, subject to ongoing regulatory approval of our filings for additional offerings. The Offering must be registered in every state in which we offer or sell shares. Generally, such registrations are for a period of one year. Thus, we
may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. We reserve the right to terminate the Offering at any time and to extend our offering term to the extent permissible under applicable law.
Investment Strategy and Objectives
Our investment strategy is to primarily acquire a diversified portfolio of necessity commercial properties in the retail, office and industrial sectors that are leased to creditworthy tenants under long-term net leases, and are strategically located throughout the United States and U.S. protectorates, and U.S. government securities, agency securities, corporate debt and other investments for which there is reasonable liquidity. We expect to complement our portfolio of net-lease properties by investing in substantially leased core metropolitan commercial and multi-family properties with growth potential that we believe will help us meet our investment objectives, either directly or through other funds with a proven track record of performance in these investment types, including funds managed by affiliates of our advisor. See “Investment Objectives, Strategy and Policies” for more details regarding our investment strategy. We believe that our organization as a perpetual-life REIT will allow us to acquire and manage our investment portfolio in a more active and flexible manner, as we will not be limited by a pre-determined operational period and the need to provide a “liquidity event” at the end of that period. Our primary investment objectives are:
to acquire commercial properties, leased under long-term net leases to creditworthy tenants, which provide current operating cash flow;
to maintain a level of liquid assets as a source of funds to meet redemption requests;
to provide reasonably stable, current income for stockholders through the payment of distributions; and
to provide the opportunity to participate in capital appreciation in the value of our investments.
Acquisition and Investment Policies
Our Board, including our independent directors, has adopted investment policies. Our directors will formally review at a duly called meeting our investment policies on an annual basis and our portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Changes to our investment policies must be approved by our Board, including a majority of our independent directors. Our Board may revise our investment policies without the concurrence of our stockholders. However, our board of directors will not amend our charter, including any investment policies that are provided in our charter, without the concurrence of a majority of our outstanding shares, except for amendments that do not adversely affect the rights, preferences and privileges of our stockholders and are permitted under Maryland law to be made without stockholder approval. Our investment policies delegate to our advisor broad authority to execute real estate property acquisitions and dispositions. Our Board will at all times have ultimate oversight over our investments and may change from time to time the scope of authority delegated to our advisor with respect to acquisition and disposition transactions.
Commercial Net-Lease Real Estate Properties
Our commercial real estate acquisitions will primarily consist of single-tenant, necessity commercial properties, which are leased to creditworthy tenants under long-term net leases and provide current operating cash flow, We use the term necessity commercial properties to describe retail properties that are important to customers and office and industrial properties that are essential to the business operations of a corporate tenant. The actual percentage of our portfolio that is used to acquire retail, office and industrial properties may fluctuate due to market conditions and acquisition opportunities.
Necessity retail describes companies that provide consumers with products that are important to, and part of, their everyday lives. Examples of necessity retail properties include pharmacies, home improvement stores, grocery stores, national superstores, restaurants and regional retailers that provide products considered necessities to that region. Where possible, we will seek tenants with less exposure to e-commerce disruption, including tenants with established omni-channel sales strategies. By focusing our retail investment strategy on necessity retailers subject to long-term net leases, our objective is to provide our stockholders with a relatively stable stream of current income, while avoiding a significant decline in the value of our real estate portfolio.
Necessity office and industrial properties are essential to the business operations of a corporate tenant, typically due to one or more of the following factors:
difficulty of replacement or prohibitive cost to relocate;
sole or major location for its distribution or office operations;
proximity to its distribution, manufacturing, research facilities or customer base;
lower labor, transportation and/or operating costs;
more stable labor force;
optimal access to transportation networks that enable efficient distribution; and/or
significant amount of tenant-funded capital improvements, such as customized computer systems and information technology infrastructure, racking and sorting systems, and cooling or refrigeration systems.
For example, distribution facilities, warehouses, manufacturing plants and corporate or regional headquarters are often considered to be necessity office and industrial properties. We believe that necessity office and industrial properties provide a relatively greater level of stability than other office and industrial property types because necessity properties typically involve long-term leases and experience relatively low tenant turnover. We also believe that, as a result of recent and ongoing business developments, such as the role of the internet in the distribution of products, globalization of importing and exporting products and consolidation of businesses requiring office buildings to accommodate a single tenant, there is, and we expect there will continue to be, increasing demand by commercial tenants for necessity office and industrial properties.
Our goal is to acquire a portfolio of commercial properties that are diversified by way of property type, location and industry, in order to minimize the potential adverse impact of economic slow-downs or downturns in local markets or a specific industry. There is no limitation on the number, size or type of properties that we may acquire or on the percentage of net proceeds of the Offering that may be used to acquire a single property. The number and mix of properties comprising our portfolio will depend upon real estate market conditions and other circumstances existing at the time we acquire properties, and the amount of proceeds we raise in the Offering. We are not restricted to acquisitions of commercial properties and we will not forgo a high quality asset because it does not precisely fit our expected portfolio composition. We currently target for acquisition properties with lease terms of greater than ten years, and it is our present intention to hold properties with lease terms of ten years or more. Properties with less than ten years remaining lease term will be considered for disposition depending on numerous factors, including the overall performance of our assets, and the specific attributes of the property, including tenant credit, rent increases, renewals, geographic location, as well as general market conditions and other investment opportunities, and other factors that we determine to be relevant.
We intend to incur debt to acquire properties where our advisor determines that incurring such debt is in our best interests. We may seek to utilize asset level debt in addition to unsecured corporate borrowings to finance the acquisition of individual properties. In addition, from time to time, we may acquire some properties without financing and later incur mortgage debt secured by one or more of such properties if favorable financing terms are available. We will use the proceeds from these loans to acquire additional properties and maintain liquidity. See “— Borrowing Policies” below for a more detailed description of our borrowing intentions and limitations.
Retail Net-Lease Real Estate Properties. We expect the portion of our portfolio allocated to retail net-lease real estate properties will focus on regional or national retail businesses with creditworthy and established track records. We will also pursue properties leased to tenants representing a variety of retail industries to avoid concentration in any one industry. These industries include all types of retail establishments, such as big box retailers, convenience stores, drug stores and restaurant properties. We expect that some of these acquisitions will provide long-term value by virtue of their size, location, quality and condition, and lease characteristics. We expect that substantially all of our retail property acquisitions will be in the United States, including U.S. protectorates.
We believe that focusing on the acquisition of necessity retail properties net leased to creditworthy tenants presents lower investment risks and greater stability than many other sectors of today’s commercial real estate market. By acquiring a large number of necessity retail properties, we believe that lower than expected results of operations from one or a few acquisitions will not necessarily preclude our ability to realize our investment objective of cash flow from our overall portfolio. We believe this approach can result in less risk to stockholders than an investment approach that targets other asset classes. In addition, we believe that retail properties under long-term triple-net and double-net leases offer a distinct investment advantage since these properties generally require less management and operating capital, have less recurring tenant turnover and, with respect to single-tenant properties, often offer superior locations that are less dependent on the financial stability of adjoining tenants. In addition, since we intend to acquire properties that are geographically diverse, we expect to minimize the potential adverse impact of economic slowdowns or downturns in local markets.
Certain retail companies today are entering into sale-leaseback arrangements as a strategy for applying capital that would otherwise be applied to their real estate holdings to their core operating businesses. We believe that our investment strategy will enable us to take advantage of the increased emphasis on retailers’ core business operations in today’s competitive corporate environment as various retailers attempt to divest from real estate assets.
Office and Industrial Net-Lease Real Estate Properties. We expect that our net-lease office properties will include recently constructed, high quality, low, mid- or high-rise office buildings that are necessary to a principal tenant, subject to a long-term net lease, and used for purposes such as a corporate, regional or product-specific headquarters. We also expect that our industrial net-lease property portfolio will include recently constructed, high quality industrial properties that are necessary to a single principal tenant, subject to a long-term net lease, and used for purposes such as warehousing, distribution, light manufacturing, research and development, or industrial flex facilities.
We expect that some of our office and industrial properties will be multi-tenant properties, anchored by one or more principal tenants, who are creditworthy and subject to long-term net leases. We expect that, from time to time, we may invest in corporate development projects, designed to construct an income-producing office or industrial property to serve one or more creditworthy tenants.
Real Estate Underwriting Process.In evaluating potential property acquisitions consistent with our investment objectives, our advisor applies its well-established underwriting process to determine the creditworthiness of potential tenants. Similarly, our advisor will apply its credit underwriting criteria to possible new tenants when we are re-leasing properties in our portfolio. Our advisor’s underwriting process includes analyzing the financial data and other available information about the tenant, such as income statements, balance sheets, net worth, cash flows, business plans, data provided by industry credit rating services, and/or other information our advisor may deem relevant. Generally, these tenants must have a proven track record in order to meet the credit tests applied by our advisor. In addition, we may obtain guarantees of leases by the corporate parent of the tenant, in which case our advisor will analyze the creditworthiness of the guarantor. In many instances, especially in sale-leaseback situations, where we are acquiring a property from a company and simultaneously leasing it back to the company under a long-term lease, we will meet with the tenant’s senior management to discuss the company’s business plan and strategy.
When using debt rating agencies, a tenant typically will be considered creditworthy when the tenant has an “investment grade” debt rating by Moody’s Investors Service (“Moody’s”) of Baa3 or better, a credit rating by Standard & Poor’s Financial Services LLC (“Standard & Poor’s”) of BBB- or better, or its payments are guaranteed by a company with such rating. Changes in tenant credit ratings, coupled with future acquisition and disposition activity, may increase or decrease our concentration of creditworthy tenants in the future.
Moody’s ratings are forward-looking opinions of future relative creditworthiness, which considers, but is not limited to, franchise value, financial statement analysis and management quality. The rating given to a debt obligation describes the level of risk associated with receiving full and timely payment of principal and interest on that specific debt obligation and how that risk compares with that of all other debt obligations. The rating, therefore, provides one measure of the ability of a company to generate cash in the future.
A Moody’s debt rating of Baa3, which is the lowest investment grade rating given by Moody’s, is assigned to companies which, in Moody’s opinion, are subject to moderate credit risk and as such may possess certain speculative characteristics. A Moody’s debt rating of AAA, which is the highest investment grade rating given by Moody’s, is assigned to companies which, in Moody’s opinion, are of the highest quality and subject to the lowest level of credit risk.
Standard & Poor’s assigns a credit rating to companies and to each issuance or class of debt issued by a rated company. A Standard & Poor’s credit rating of BBB-, which is the lowest investment grade rating given by Standard & Poor’s, is assigned to companies that, in Standard & Poor’s opinion, exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the company to meet its financial commitments. A Standard & Poor’s credit rating of AAA+, which is the highest investment grade rating given by Standard & Poor’s, is assigned to companies that, in Standard & Poor’s opinion, have extremely strong capacities to meet their financial commitments.
While we will utilize ratings by Moody’s and Standard & Poor’s as one factor in determining whether a tenant is creditworthy, our advisor will also consider other factors in determining whether a tenant is creditworthy, for the purpose of meeting our investment objectives. Our advisor’s underwriting process will also consider other information provided by third-party analytical services, such as Moody’s CreditEdge, along with our advisor’s own analysis of the financial condition of the tenant and/or the guarantor, the operating history of the property with the tenant, the tenant’s market share and track record within the tenant’s industry segment, the general health and outlook of the tenant’s industry segment, the strength of the tenant’s management team and the terms and length of the lease at the time of the acquisition.
Description of Leases.We expect, in most instances, to acquire tenant properties with existing double-net or triple-net leases. “Net” leases means leases that typically require tenants to pay all or a majority of the operating expenses, including real estate taxes, special assessments and sales and use taxes, utilities, maintenance, insurance and building repairs related to the
property, in addition to the lease payments. Triple-net leases typically require the tenant to pay all costs associated with a property (e.g., real estate taxes, insurance, maintenance and repairs, including roof, structure and parking lot). Double-net leases typically hold the landlord responsible for the capital expenditures for the roof and structure, while the tenant is responsible for all lease payments and remaining operating expenses associated with the property (e.g., real estate taxes, insurance and maintenance). We expect that double-net and triple-net leases will help ensure the predictability and stability of our expenses, which we believe will result in greater predictability and stability of our cash distributions to stockholders. We expect that not all of our leases will be net leases. Since each lease is an individually negotiated contract between two or more parties, each lease will have different obligations of both the landlord and tenant. Many large national tenants have standard lease forms that generally do not vary from property to property. We will have limited ability to revise the terms of leases to those tenants. When spaces in a property become vacant, existing leases expire, or we acquire properties under development or requiring substantial refurbishment or renovation, we anticipate entering into net leases.
Typically, we expect to enter into leases that have terms of ten years or more. We may acquire properties under which the lease term has partially expired. We also may acquire properties with shorter lease terms if the property is in an attractive location, if the property is difficult to replace, or if the property has other significant favorable real estate attributes. Under most commercial leases, tenants are obligated to pay a predetermined annual base rent. Some of the leases also will contain provisions that increase the amount of base rent payable at points during the lease term. We expect that many of our leases will contain periodic rent increases. Generally, the leases require each tenant to procure, at its own expense, commercial general liability insurance, as well as property insurance covering the building for the full replacement value and naming the ownership entity and the lender, if applicable, as the additional insured on the policy. Tenants will be required to provide proof of insurance by furnishing a certificate of insurance to our advisor on an annual basis. The insurance certificates will be tracked and reviewed for compliance by our advisor’s property and risk management departments.
As a precautionary measure, we may obtain, to the extent available, secondary liability insurance, as well as loss of rents insurance that covers one year of annual rent in the event of a rental loss. In addition, some leases require that we procure insurance for both commercial general liability and property damage; however, generally the premiums are fully reimbursable from the tenant. In such instances, the policy will list us as the named insured and the tenant as the additional insured.
We may purchase properties and lease them back to the sellers of such properties. While we intend to use our best efforts to structure any such sale-leaseback transaction (as well as other leases) so that the lease will be characterized as a “true lease” and so that we are treated as the owner of the property for federal income tax purposes, the Internal Revenue Service (“IRS”) could challenge this characterization. In the event that any sale-leaseback transaction (or other leases) is re-characterized as a financing transaction for federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed and in certain circumstances we could lose our REIT status. See Part I, Item 1A — Risk Factors — U.S. Federal Income and Other Tax Risks of this Annual Report on Form 10-K.
Ownership Structure. Our investment in real estate generally takes the form of holding fee title or a long-term leasehold estate. We have acquired, and expect to continue to acquire, such interests either directly through our operating partnership or indirectly through limited liability companies, limited partnerships or other entities owned and/or controlled by our operating partnership. We may acquire properties by acquiring the entity that holds the desired properties. We also may acquire properties through investments in joint ventures, partnerships, co-tenancies or other co-ownership arrangements with third parties, including the developers of the properties or affiliates of our advisor. See the section captioned “Operating Partnership Agreement” in this prospectus and the “— Joint Ventures” section below.
Acquisition Decisions.Our advisor has substantial discretion with respect to the selection of our specific assets, subject to our investment and borrowing policies, and our policies are reviewed by our independent directors and approved by our Board. In pursuing our investment objectives and making acquisition decisions on our behalf, our advisor evaluates the proposed terms of the acquisition against all aspects of the transaction, including the condition and financial performance of the asset, the terms of existing leases, the creditworthiness of the tenant or tenants, and property location and characteristics. Because the factors considered, including the specific weight we place on each factor, vary for each potential acquisition, we do not, and are not able to, assign a specific weight or level of importance to any particular factor.
Our advisor procures and reviews an independent valuation estimate on each and every proposed property acquisition. In addition, our advisor, to the extent such information is available, considers the following:
tenant rolls and tenant creditworthiness;
a property condition report;
unit level store performance;
property location, visibility and access;
age of the property, physical condition and curb appeal;
neighboring property uses;
local market conditions, including vacancy rates;
area demographics, including trade area population and average household income; and
neighborhood growth patterns and economic condition.
Our advisor also reviews the terms of each existing lease by considering various factors, including:
rent escalations;
remaining lease term;
renewal option terms;
tenant purchase options;
termination options;
scope of the landlord’s maintenance, repair and replacement requirements;
projected net cash flow yield; and
projected internal rates of return.
Conditions to Closing Our Acquisitions. Generally, we condition our obligation to close the purchase of any asset on the delivery and verification of certain documents from the seller or developer, including, where appropriate:
plans and specifications;
surveys;
evidence of marketable title, subject to such liens and encumbrances as are acceptable to our advisor;
financial statements covering recent operations of properties having operating histories;
title and liability insurance policies; and
tenant estoppel certificates.
Environmental Matters. All real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, and the remediation of contamination associated with disposals. State and federal laws in this area are constantly evolving, and we intend to take commercially reasonable steps, a summary of which is described below, to protect ourselves from the impact of these laws.
We generally will not purchase any property unless and until we also obtain what is generally referred to as a “Phase I” environmental site assessment and are generally satisfied with the environmental status of the property. However, we may purchase a property without obtaining such assessment if our advisor determines the assessment is not necessary because there exists a recent Phase I environmental site assessment that we deem satisfactory. A Phase I environmental site assessment generally consists of a visual survey of the building and the property in an attempt to identify areas of potential environmental concerns, visually observing neighboring properties to assess surface conditions or activities that may have an adverse environmental impact on the property, interviewing the key site manager and/or property owner, contacting local governmental agency personnel and performing an environmental regulatory database search in an attempt to determine any known environmental concerns in, and in the immediate vicinity of, the property. A Phase I environmental site assessment does not generally include any sampling or testing of soil, ground water or building materials from the property and may not reveal all environmental hazards on a property.
In the event the Phase I environmental site assessment uncovers potential environmental problems with a property, our advisor will determine whether we will pursue the acquisition opportunity and whether we will have a “Phase II” environmental site assessment performed. The factors we may consider in determining whether to conduct a Phase II environmental site assessment include, but are not limited to, (1) the types of operations conducted on the property and surrounding property, (2) the time, duration and materials used during such operations, (3) the waste handling practices of any tenants or property owners, (4) the potential for hazardous substances to be released into the environment, (5) any history of environmental law violations on the subject property and surrounding property, (6) any documented environmental releases, (7) any observations from the consultant that conducted the Phase I environmental site assessment, and (8) whether any party (i.e., surrounding
property owners, prior owners or tenants) may be responsible for addressing the environmental conditions. We will determine whether to conduct a Phase II environmental site assessment on a case by case basis.
We expect that some of the properties that we will acquire may contain, at the time of our acquisition, or may have contained prior to our acquisition, underground storage tanks for the storage of petroleum products and other hazardous or toxic substances. All of these operations create a potential for the release of petroleum products or other hazardous or toxic substances. Some of our potential properties may be adjacent to or near other properties that have contained or then currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. In addition, certain of our potential properties may be on or adjacent to or near other properties upon which others, including former owners or tenants of our properties, have engaged, or may in the future engage, in activities that may release petroleum products or other hazardous or toxic substances.
From time to time, we may acquire properties, or interests in properties, with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable but that the acquisition will yield a superior risk-adjusted return. In such an instance, we will underwrite the costs of environmental investigation, clean-up and monitoring into the cost of acquiring the property. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties.
We are not aware of any environmental matters which we believe are reasonably likely to have a material effect on our results of operations, financial condition or liquidity.
In addition, we will take such steps as we deem necessary with respect to potential environmental matters. See the section above entitled “— Environmental Matters.”
We may enter into purchase and sale arrangements with a seller or developer of a suitable property under development or construction. In such cases, we will be obligated to purchase the property at the completion of construction, provided that the construction conforms to definitive plans, specifications, and costs approvedfiled by us in advance. In such cases, prior to our acquiring the property, we generally would receive a certificate of an architect, engineer or other appropriate party, stating that the property complies with all plans and specifications. If renovation or remodeling is required prior to the purchase of a property, we expect to pay a negotiated maximum amount to the seller upon completion.
In determining whether to purchase a particular property, we may obtain an option to purchase such property. The amount paid for an option, if any, normally is forfeited if the property is not purchased and normally is credited against the purchase price if the property is purchased.
In the purchasing, leasing and developing of properties, we are subject to risks generally incident to the ownership of real estate. See Part I, Item 1A — Risk Factors — General Risks Related to Real Estate Assets in this Annual Report on Form 10-K.
Disposition Policies. Net lease properties with less than ten years remaining lease term will be considered for disposition depending on numerous factors, including the overall performance of our assets, and the specific attributes of the property, including tenant credit, rent increases, renewals, geographic location, as well as general market conditions and other investment opportunities, and other factors that we determine to be relevant. Holding periods for other real estate-related assets may vary. Regardless of intended holding periods, circumstances might arise that could cause us to determine to sell an asset beforewithin 120 days after the end of the expected holding period if we believefiscal year covered by the saleForm 10-K. The reference on the cover of the asset would be inOriginal Form 10-K to the best interestsincorporation by reference to portions of our stockholders. The determination of whether a particular asset should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, current tenant rolls and tenant creditworthiness, whether, depending on the asset’s tax attributes, we could apply the proceeds from the saledefinitive proxy statement into Part III of the asset to make other acquisitions, whether disposition of the asset would increase cash flow, and whether the sale of the asset would be a prohibited transaction under the Code or otherwise impact our status as a REIT. The selling price of a property thatOriginal Form 10-K is net leased will be determined in large part by the amount of rent payable under the lease and the remaining lease term(s). If a tenant has a repurchase option at a formula price, we may be limited in realizing any appreciation. In connection with our sales of properties, we may lend the purchaser all or a portion of the purchase price. In these instances, our taxable income may exceed the cash received in the sale. During the year ended December 31, 2019, we disposed of 25 retail properties and three industrial properties, for an aggregate gross sales price of $91.1 million and a net gain of $10.2 million. During the year ended December 31, 2018, we disposed of two anchored shopping centers and four retail properties, for an aggregate gross sales price of $49.1 million and a net gain of $1.0 million. During the year ended December 31, 2017, the Company had no dispositions.
Other Real Estate-Related Investments
Although it is our expectation that our portfolio will consist primarily of commercial real estate leased under long-term net leases to creditworthy tenants, we may make adjustments to our target portfolio based on real estate market conditions and investment opportunities. We will not forego a high quality asset because it does not precisely fit our presently expected portfolio composition. Thus, to the extent that our advisor presents us with high quality investment opportunities that allow us to meet the REIT requirements under the Internal Revenue Code of 1986, as amended (the “Code”), and that result in an overall real estate portfolio that is consistent with our investment objectives, our portfolio composition may vary from time to time. Such investments may include one or more of the following asset types or other real estate related assets that meet this criteria and our investment objectives:
Core metropolitan commercial real estate investments. We expect to complement our portfolio of net-lease assets by investing in substantially leased core metropolitan commercial and multifamily properties with growth potential that we believe will help us meet our investment objectives. Such investments may be made either directly or indirectly through other funds with a proven track record of performance in these investment types, including funds managed by affiliates of our advisor. These investments will be made in certain metropolitan communities that our advisor has qualified for investment.
On September 27, 2019, we executed a subscription agreement to purchase $50 million of limited partnership interests of CIM UII Onshore, L.P. (“CIM UII Onshore”), which was accepted by the general partner of CIM UII Onshore on September 30, 2019. CIM UII Onshore’s sole purpose is to invest all of its assets in CIM Urban Income Investments, L.P. (“CIM Urban Income”), which is a private institutional fund that acquires, owns and operates substantially stabilized, diversified real estate and real estate-related assets in metropolitan markets, primarily located throughout North America. We presently expect that the majority of our future investments that are not acquisitions of commercial properties leased under long-term net leases to creditworthy tenants will be in limited partnership units of CIM UII Onshore.
Both CIM UII Onshore and CIM Urban Income were formed by CIM, and CIM controls the general partner of both CIM UII Onshore and CIM Urban Income. As such, our subscription for $50 million of limited partnership interests in CIM UII Onshore was approved by all of our independent directors as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. We expect to evaluate additional investments in CIM UII Onshore from time to time as additional capital becomes available, subject in each case to the prior review and approval of our board of directors, including a majority of our independent directors.
Joint Ventures. We have entered, and may enter, into joint ventures, partnerships, co-tenancies and other co-ownership arrangements with third parties, including affiliates of our advisor, for the acquisition, development or improvement of properties or the acquisition of other real estate-related assets. We may also enter into such arrangements with real estate developers, owners and other unaffiliated third parties for the purpose of developing, owning and operating real properties. In determining whether to invest in a particular joint venture, our advisor will evaluate the underlying real property or other real estate-related asset using the same criteria described above in “— Acquisition Decisions” for the selection of our real property assets. Our advisor also will evaluate the joint venture or co-ownership partner and the proposed terms of the joint venture or a co-ownership arrangement.
Our general policy is to invest in joint ventures only when we will have a right of first refusal to purchase the co-venturer’s interest in the joint venture if the co-venturer elects to sell such interest. In the event that the co-venturer elects to sell all or a portion of the interests held in any such joint venture, however, we may not have sufficient funds to exercise our right of first refusal to buy the other co-venturer’s interest in the joint venture. It is also possible that joint venture partners may resist granting us a right of first refusal or may insist on a different methodology for unwinding the joint venture if one of the parties wishes to liquidate its interest.
Our advisor’s officers, and key persons may have conflicts of interest in determining which program sponsored by CCO Group should enter into any particular joint venture agreement. The co-venturer may have economic or business interests or goals that are or may become inconsistent with our business interests or goals. In addition, our advisor’s officers and key persons may face a conflict in structuring the terms of the relationship between our interests and the interests of the co-venturer and in managing the joint venture. Since some or all of our advisor’s officers and key persons will also advise the co-venturer, agreements and transactions between us or any other co-venturer sponsored by CCO Group will not have the benefit of arm’s-length negotiation of the type normally conducted between unrelated co-venturers, which may result in the co-venturer receiving benefits greater than the benefits that we receive. In addition, we may assume liabilities related to the joint venture that exceed the percentage of our investment in the joint venture.
We may enter into joint ventures with other CCO Group real estate programs, or with our sponsor, our advisor, one or more of our directors, or any of their respective affiliates, but only if a majority of our directors (including a majority of our
independent directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to us and on substantially the same terms and conditions as those received by unaffiliated joint venturers, and the cost of our investment must be supported by a current appraisal of the asset.
Development and Construction Properties.We may acquire properties on which improvements are to be constructed or completed or which require substantial renovation or refurbishment. We expect that joint ventures would be the exclusive vehicle through which we would acquire build-to-suit properties. Any such joint ventures will make up no more than 20% of our total assets and our general policy is to structure them as follows:
we may enter into a joint venture with third parties who have an executed lease with the developer who has an executed lease in place with the future tenant whereby we will provide a portion of the equity or debt financing;
we would accrue a preferred return during construction on any equity investment;
the properties will be developed by third parties; and
consistent with our general policy regarding joint ventures, we would have a right of first refusal to purchase the co-investor’s interest.
In the event that we elect to engage in development or construction projects, in order to help ensure performance by the builders of properties that are under construction, completion of such properties will be guaranteed at the contracted price by a completion guaranty, completion bond or performance bond. Our advisor may rely upon the substantial net worth of the contractor or developer or a personal guarantee accompanied by financial statements showing a substantial net worth provided by an affiliate of the person entering into the construction or development contract as an alternative to a completion bond or performance bond. Development of real estate properties is subject to risks relating to a builder’s ability to control construction costs or to build in conformity with plans, specifications and timetables. Refer to Part I, Item 1A. Risk Factors — General Risks Related to Real Estate Assets in this Annual Report on Form 10-K.
We may make periodic progress payments or other cash advances to developers and builders of our properties prior to completion of construction only upon receipt of an architect’s certification as to the percentage of the project then completed and as to the dollar amount of the construction then completed. We intend to use such additional controls on disbursements to builders and developers as we deem necessary or prudent. We may directly employ one or more project managers, to plan, supervise and implement the development of any unimproved properties that we may acquire. Such persons would be compensated directly by us.hereby deleted.
In addition, we may acquire unimproved properties or originate or invest in mortgage loans secured by such properties, provided that we will not invest more than 10% of our total assets in unimproved properties or in mortgage loans secured by such properties. We will consider a property to be an unimproved property if it was not acquired for the purpose of producing rental or other operating cash flows, has no development or construction in process at the time of acquisition and no development or construction is planned to commence within one year of the acquisition.
Investing in and Originating Loans.The criteria that our advisor will use in making or investing in loans on our behalf is substantially the same as those involved in acquiring our properties. We do not intend to make loans to other persons, to underwrite securities of other issuers or to engage in the purchase and sale of any types of assets other than those relating to real estate. However, unlike our property acquisitions, which we expect to hold for an extended period, we expect that the average duration of loans will typically be one to five years. We are not limited as to the amount of gross offering proceeds that we may apply to mortgage loan investments.
We do not expect to make or invest in loans that are not directly or indirectly secured by real estate. We will not make or invest in mortgage loans on any one property if the aggregate amount of all mortgage loans outstanding on the property, including our loan, would exceed an amount equal to 85% of the appraised value of the property, as determined by a certified independent appraiser, unless we find substantial justification due to other underwriting criteria. We may find such justification in connection with the purchase of loans in cases in which we believe there is a high probability of our foreclosure upon the property in order to acquire the underlying assets and in which the cost of the loan investment does not exceed the fair market value of the underlying property. We will not invest in or make loans unless an appraisal has been obtained concerning the underlying property, except for those loans insured or guaranteed by a government or government agency.
We may invest in commercial mortgage loans, mezzanine loans and other loans related to commercial real estate assets. However, we will not make or invest in any loans that are subordinate to any mortgage or equity interest of our advisor or any of our directors or any of its or our affiliates. Commercial mortgage loans are loans secured by a first mortgage lien on commercial properties providing mortgage financing to commercial property developers or owners. These investments may include whole loan participations and/or pari passu participations within such loans. A mezzanine loan is a loan made in respect of certain real property that is secured by a lien on the ownership interests of the entity that, directly or indirectly, owns the real property. We may also opportunistically invest in or originate other commercial real estate-related debt instruments such as subordinated mortgage interests, preferred equity, note financing, unsecured loans to owners and operators of real estate assets, and secured real estate securities such as commercial mortgage-backed securities (“CMBS”) and commercial real estate collateralized loan obligations (“CRE CLOs”). We may also invest in or originate certain syndicated corporate loans, often but not necessarily of real estate operating or finance companies.
In evaluating prospective loan investments, our advisor will consider factors such as the following:
current and projected cash flow of the property;
expected levels of rental and occupancy rates;
potential for rent increases;
the property’s income-producing capacity;
the property’s potential for capital appreciation;
the ratio of the investment amount to the underlying property’s value;
the degree of liquidity of the investment;
the quality, experience and creditworthiness of the borrower;
general economic conditions in the area where the property is located;
in the case of mezzanine loans, the ability to acquire the underlying real property; and
other factors that our advisor believes are relevant.
Because the factors considered, including the specific weight we place on each factor, will vary for each prospective loan investment, we do not, and are not able to, assign a specific weight or level of importance to any particular factor.
We may originate loans from mortgage brokers or personal solicitations of suitable borrowers, or may purchase existing loans that were originated by other lenders. Our advisor will evaluate all potential loan investments to determine if the security for the loan and the loan-to-value ratio meets our investment criteria and objectives. Most loans that we will consider for investment would provide for monthly payments of interest and some may also provide for principal amortization, although many loans of the nature that we will consider provide for payments of interest only and a payment of principal in full at the end of the loan term. We will not originate loans with negative amortization provisions.
We do not have any policies directing the portion of our assets that may be invested in construction loans, mezzanine loans, bridge loans, loans secured by leasehold interests and second, third and wraparound mortgage loans. However, we recognize that these types of loans are riskier than first deeds of trust or first priority mortgages on income-producing, fee-simple properties, and we expect to minimize the amount of these types of loans in our portfolio, to the extent that we make or invest in loans at all. Our advisor will evaluate the fact that these types of loans are riskier in determining the rate of interest on the loans. We do not have any policy that limits the amount that we may invest in any single loan or the amount we may invest in loans to any one borrower. We are not limited as to the amount of gross offering proceeds that we may use to invest in or originate loans.
Our loan investments may be subject to regulation by federal, state and local authorities and subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, including among other things, regulating credit granting activities, establishing maximum interest rates and finance charges, requiring disclosures to customers, governing secured transactions and setting collection, repossession and claims handling procedures and other trade practices. In addition, certain states have enacted legislation requiring the licensing of mortgage bankers or other lenders, and these requirements may affect our ability to effectuate our proposed investments in loans. Commencement of operations in these or other jurisdictions may be dependent upon a finding of our financial responsibility, character and fitness. We may determine not to make loans in any jurisdiction in which the regulatory authority determines that we have not complied in all material respects with applicable requirements.
Liquid Investment Portfolio
Investment in Liquid Securities. To the extent permitted by the REIT rules, we intend for our liquid investment portfolio to primarily consist of U.S. government securities, agency securities and corporate debt. We use the term “agency” to refer to a U.S. government agency such as the Government National Mortgage Association, or Ginnie Mae, or a federally-chartered corporation such as the Federal National Mortgage Association, or Fannie Mae, or the Federal Home Loan Mortgage Corporation, or Freddie Mac.
We may also invest in liquid real estate-related securities, including equity and debt securities of companies whose shares are listed for trading on a national securities exchange and are engaged in real estate activities. Listed companies engaged in real estate activities may include, for example, REITs. Our investments in securities of companies engaged in activities related to real estate will involve special risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer.
We may also make investments in CMBS to the extent permitted by the REIT rules. CMBS are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans. CMBS are generally pass-through certificates that represent beneficial ownership interests in common law trusts whose assets consist of defined portfolios of one or more commercial mortgage loans. They are typically issued in multiple tranches whereby the more senior classes are entitled to priority distributions from the trust’s income. Losses and other shortfalls from expected amounts to be received on the mortgage pool are borne by the most subordinate classes, which receive payments only after the more senior classes have received all principal and/or interest to which they are entitled. CMBS are subject to all of the risks of the underlying mortgage loans. We may invest in investment grade and non-investment grade CMBS classes.
Additionally, we may acquire exchange traded funds, or ETFs, and mutual funds focused on REITs and real estate companies. To a lesser extent we may also invest in traded securities that are unrelated to real estate and make other investments or enter into transactions designed to limit our exposure to market volatility, illiquidity, interest rate or other risks related to our real-estate related, equity or debt, securities subject to complying with the REIT rules.
Cash, Cash Equivalents and Other Short-Term Investments. Our cash, cash equivalents and other short-term investments may include investments in money market instruments, cash and other cash equivalents (such as high-quality short-term debt instruments, including commercial paper, certificates of deposit, bankers’ acceptances, repurchase agreements and interest-bearing time deposits), to the extent consistent with our qualification as a REIT.
Borrowing Policies
Our advisor believes that utilizing borrowing is consistent with our investment objective of maximizing the return to stockholders and providing us with added liquidity. By operating on a leveraged basis, we have more funds available to acquire properties. This allows us to make more acquisitions than would otherwise be possible, resulting in a more diversified portfolio.
At the same time, our advisor believes in utilizing leverage in a moderate fashion. Under our charter, we may not make or invest in mortgage loans, including construction loans, on any one property if the aggregate amount of all mortgage loans on such property would exceed an amount equal to 85% of the appraised value of such property unless substantial justification exists for exceeding such limit because of the presence of other underwriting criteria. Additionally, our charter limits our aggregate borrowings to 75% of the greater of cost (or 300% of net assets) (before deducting depreciation, reserves for bad debts, or other non-cash reserves) or market value of our gross assets, unless excess borrowing is approved by a majority of the independent directors and disclosed to our stockholders in the next quarterly report along with the justification for such excess borrowing. Consistent with our advisor’s approach toward the moderate use of leverage, our Board has adopted a policy to further limit our borrowings to 60% of the greater of cost (before deducting depreciation, reserves for bad debts, or other non-cash reserves) or market value of our gross assets unless excess borrowing is approved by a majority of our independent directors and disclosed to our stockholders in the next quarterly report along with a justification for such excess borrowing. Our advisor will generally target a leverage of 50% of the greater of cost (before deducting depreciation, reserves for bad debts, or other non-cash reserves) or fair market value of our gross assets. Fair market value is based on the estimated market value of our real estate assets as of December 31, 2019 used to determine our estimated per share NAV. As of December 31, 2019, our ratio of debt to total gross assets net of gross intangible lease liabilities was 39.1% (38.6% including adjustments to debt for cash and cash equivalents), and our ratio of debt to the fair market value of our gross assets was 38.2%.
Our advisor uses its best efforts to obtain financing on the most favorable terms available to us. Lenders may have recourse to assets not securing the repayment of the indebtedness. Our advisor may refinance properties during the term of a loan, only in limited circumstances, such as when a decline in interest rates makes it beneficial to prepay an existing mortgage, when an
existing mortgage matures or if an attractive asset becomes available and the proceeds from the refinancing can be used to purchase such asset. The benefits of the refinancing may include increased cash flow resulting from reduced debt service requirements, an increase in dividend distributions from proceeds of the refinancing, if any, and an increase in property ownership if some refinancing proceeds are reinvested in real estate.
Our ability to increase our diversification through borrowing may be adversely impacted if banks and other lending institutions reduce the amount of funds available for loans secured by real estate. When interest rates on mortgage loans are high or financing is otherwise unavailable on a timely basis, we may purchase properties for cash with the intention of obtaining a mortgage loan for a portion of the purchase price at a later time. To the extent that we do not obtain mortgage loans on our properties, our ability to acquire additional properties will be restricted and we may not be able to adequately diversify our portfolio. Refer to Part I, Item 1A. Risk Factors — Risks Associated with Debt Financingin this Annual Report on Form 10-K.
In an effort to have adequate cash available to support our redemption plan, our advisor may determine to reserve borrowing capacity under our line of credit. Our advisor could then elect to borrow against this line of credit in its discretion in order to fund redemption requests.
Acquisition of Properties from Affiliates of CIM Income NAV Management
We may acquire properties or interests in properties from, or in co-ownership arrangements with, entities affiliated with CIM Income NAV Management, including properties acquired from affiliates of CIM Income NAV Management engaged in construction and development of commercial real properties. We will not acquire any property from an affiliate of CIM Income NAV Management unless a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction determine that the transaction is fair and reasonable to us. The purchase price that we will pay for any property we acquire from affiliates of CIM Income NAV Management, including property developed by an affiliate of CIM Income NAV Management as well as property held by such an affiliate that has already been developed, will not exceed the current appraised value of the property. In addition, the price of the property we acquire from an affiliate of CIM Income NAV Management may not exceed the cost of the property to the affiliate, unless a majority of our directors (including a majority of our independent directors) determine that substantial justification for the excess exists and the excess is reasonable. During the year ended December 31, 2019, we did not purchase any properties from affiliates of our advisor.
Conflicts of Interest
We are subject to various conflicts of interest arising out of our relationship with our advisor and its affiliates, including conflicts related to the arrangements pursuant to which we compensate our advisor and its affiliates. Certain conflict resolution procedures are set forth in our charter and disclosed in our prospectus with respect to the Offering.
The officers and affiliates of our advisor will try to balance our interests with the interests of CIM and its affiliates and other programs sponsored or operated by CCO Group to whom they owe duties. However, to the extent that these persons take actions that are more favorable to other entities than to us, these actions could have a negative impact on our financial performance and, consequently, on distributions to our stockholders and the value of their investments. In addition, our directors and our officers may engage for their own account in business activities of the types conducted or to be conducted by our subsidiaries and us.
Our independent directors have an obligation to act on our behalf and on behalf of our stockholders in all situations in which a conflict of interest may arise.
Interests in Other Real Estate Programs and Other Concurrent Offerings
Richard S. Ressler, the chairman of our Board, chief executive officer and president, who is also a founder and principal of CIM and is an officer/director of certain of its affiliates, is the chairman of the board, chief executive officer and president of CMFT and CCIT III, and a director of CCIT II, and vice president of our advisor, CIM Income NAV Management. One of our directors, Avraham Shemesh, who is also a founder and principal of CIM and is an officer/director of certain of its affiliates, serves as a director of CCIT III and CMFT, is the chairman of the board, chief executive officer and president of CCIT II and CCPT V, and is president and treasurer of CIM Income NAV Management. One of our directors, Elaine Y. Wong, who is also a principal of CIM, serves as a director of CCPT V, CCIT II and CMFT. One of our independent directors, W. Brian Kretzmer, also serves as an independent director of CMFT and CCIT III. Our chief financial officer and treasurer, Nathan D. DeBacker, who is also an officer of other real estate programs sponsored by CCO Group, is a vice president of CIM Income NAV Management and is an officer of certain of its affiliates. In addition, affiliates of CIM Income NAV Management act as an advisor to CMFT, CCPT V, CCIT II and CCIT III, all of which are public, non-listed REITs sponsored or operated by our sponsor, CCO Group. In addition, affiliates of CIM Income NAV Management act as advisors to CMFT, CCPT V, CCIT II and/or CCIT III, all of which are public, non-listed REITs sponsored by our sponsor, CCO Group. In addition, all of these programs primarily focus on the acquisition and management of commercial properties subject to long-term net leases to creditworthy tenants and have acquired or may acquire assets similar to ours. CMFT and CCPT V focus primarily on the retail sector, while CCIT II and CCIT III focus primarily on the corporate office and industrial sectors. Nevertheless, the investment strategy used by each REIT would permit them to purchase certain properties that may also be suitable for our portfolio.
CMFT’s initial public offering of up to $2.975 billion in shares of common stock was declared effective by the SEC on January 26, 2012. CCIT II’s initial public offering of up to $2.975 billion in shares of common stock was declared effective by the SEC on September 17, 2013. CCPT V’s initial public offering of up to $2.975 billion in shares of common stock was declared effective by the SEC on March 17, 2014 and terminated on August 1, 2017. CCPT V’s follow-on offering of up to $1.5 billion in shares of common stock was declared effective by the SEC on August 1, 2017. CCIT III’s initial public offering of up to $3.5 billion in shares of common stock of two classes was declared effective by the SEC on September 22, 2016. CCIT II, CCIT III, CMFT and CCPT V are no longer offering shares for investment to the public as of the date of this Annual Report on Form 10-K.
Other real estate programs sponsored or operated by CIM or CCO Group, including other real estate offerings in registration, could compete with us in the sale or operation of our assets. We will seek to achieve any operating efficiencies or similar savings that may result from affiliated management of competitive assets. However, to the extent such programs own or acquire property that is adjacent, or in close proximity, to a property we own, our property may compete with another program’s property for tenants or purchasers.
Property acquisition opportunities will be allocated among the real estate programs sponsored by CCO Group pursuant to an asset allocation policy. In the event that an acquisition opportunity has been identified that may be suitable for one or more of the other programs sponsored by CCO Group, and for which more than one of such entities has sufficient uninvested funds, then an allocation committee, which is comprised of employees of CIM, CCO Group or their respective affiliates (the “Allocation Committee”), will examine the following factors, among others, in determining the entity for which the acquisition opportunity is most appropriate:
•the investment objective of each entity;
•the anticipated operating cash flows of each entity and the cash requirements of each entity;
the effect of the acquisition both on diversification of each entity’s investments by type of property, geographic area and tenant concentration;
•the amount of funds available to each program and the length of time such funds have been available to deploy;
•the policy of each entity relating to leverage of properties;
•the income tax effects of the purchase to each entity; and
•the size of the investment.
If, in the judgment of the Allocation Committee, the acquisition opportunity may be equally appropriate for more than one program, then the entity that has had the longest period of time elapse since it was allocated an acquisition opportunity of a similar size and type (e.g., office, industrial or retail properties) will be allocated such acquisition opportunity.
If a subsequent development, such as a delay in the closing of the acquisition or a delay in the construction of a property, causes any such acquisition opportunity, in the opinion of the Allocation Committee, to be more appropriate for an entity other
than the entity that committed to make the acquisition opportunity, the Allocation Committee may determine that another program sponsored by CCO Group will be allocated the acquisition opportunity. Our Board has a duty to ensure that the method used for the allocation of the acquisition of properties by other programs sponsored by CCO Group seeking to acquire similar types of properties is applied fairly to us.
Although our Board has adopted a policy limiting the types of transactions that we may enter into with CIM Income NAV Management and its affiliates, including other real estate programs sponsored by CCO Group, we may enter into certain such transactions, which are subject to inherent conflicts of interest. Similarly, joint ventures involving affiliates of CIM Income NAV Management also give rise to conflicts of interest. In addition, our Board may encounter conflicts of interest in enforcing our rights against any affiliate of CIM Income NAV Management in the event of a default by or disagreement with an affiliate or in invoking powers, rights or options pursuant to any agreement between us and CIM Income NAV Management, any of its affiliates, or another real estate program sponsored by CCO Group.
Other Activities of CIM Income NAV Management and Its Affiliates
We rely on our advisor, CIM Income NAV Management, for the day-to-day operation of our business. As a result of the interests of certain members of this entity’s management in CIM or its affiliates, and/or other real estate programs sponsored by CCO Group, and the fact that such persons also are engaged, and will continue to engage, in other business activities, CIM, our advisor and their respective officers, key persons and affiliates may have conflicts of interest in allocating their time and resources among us, CIM, its affiliates and other real estate programs sponsored by CCO Group, as applicable. However, our advisor believes that it, CIM and their respective affiliates, have sufficient personnel to discharge fully their responsibilities to all of the other programs sponsored or operated by CIM, CCO Group or their respective affiliates, and the other ventures in which they are involved.
Richard S. Ressler, the chairman of our Board, chief executive officer and president, who is also a founder and principal of CIM and is an officer/director of certain of its affiliates, is the chairman of the board, chief executive officer and president of CMFT and CCIT III, and a director of CCIT II, and vice president of CIM Income NAV Management. One of our directors, Avraham Shemesh, who is also a founder and principal of CIM and is an officer/director of certain of its affiliates, serves as a director of CCIT III and CMFT, as well as the chairman of the board, chief executive officer and president of CCIT II and CCPT V, and is president and treasurer of CIM Income NAV Management. In addition, our chief financial officer and treasurer, Nathan D. DeBacker, who is also an officer of other real estate programs sponsored by CCO Group, is a vice president of CIM Income NAV Management and is an officer of certain of its affiliates. As a result, Messrs. Ressler, Shemesh and DeBacker may owe duties to these other entities and their stockholders or equity owners, as applicable, which may from time to time conflict with the duties that they owe to us and our stockholders.
From time to time, our advisor may direct certain of its affiliates to acquire properties that would be suitable assets for us or may create special purpose entities to acquire properties for the specific purpose of selling the properties to us at a later time. Subsequently, we may acquire such properties from such affiliates, but any and all acquisitions from affiliates of our advisor must be approved by a majority of our directors, including a majority of independent directors, not otherwise interested in such transactions as being fair and reasonable to us. In addition, our purchase price in any such transaction will be limited to the cost of the property to the affiliate, including acquisition-related expenses, unless a majority of the independent directors determines that there is substantial justification for any amount that exceeds such cost and that the difference is reasonable. Further, our charter provides that in no event will the purchase price of any asset acquired from an affiliate exceed its current appraised value as determined by an independent appraiser.
From time to time, we may borrow funds from affiliates of our advisor, including our sponsor, as bridge financing to enable us to acquire a property or for the purpose of providing short term financing as necessary to satisfy valid redemption requests under the Company’s share redemption plan, in either case when offering proceeds alone are insufficient to do so and third party financing has not been arranged. Any and all such transactions must be approved by a majority of our directors (including a majority of our independent directors) not otherwise interested in such transaction as fair, competitive and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties. Our advisor or its affiliates may pay costs on our behalf, pending our reimbursement, or we may defer payment of fees to our advisor or its affiliates, but neither of these transactions would be considered a loan.
Our charter does not prohibit us from entering into transactions other than those described above with our directors, our advisor, our operator or any of their affiliates, subject to compliance with the requirements set forth under “— Certain Conflict Resolution Procedures,” including approval by a majority of our directors (including a majority of the independent directors), not otherwise interested in such transactions as being fair and reasonable to us and no less favorable to us than comparable terms and conditions available from unaffiliated third parties. Although we do not currently anticipate entering into any such transactions, we may sell assets to or acquire assets from affiliates of our advisor, make loans to or borrow from affiliates of our advisor and lease assets to or from affiliates of our advisor. In addition, we would not be precluded from internalizing our advisor if our Board were to determine an internalization transaction to be in the best interests of our stockholders.
Competition in Acquiring, Leasing and Reselling of Properties
There is a risk that a potential acquisition would be suitable for one or more programs operated by CCO Group, in which case the officers of our advisor will have a conflict of interest allocating the acquisition opportunity to us or another program. There is a risk that our advisor will choose a property that provides lower returns to us than a property purchased by another program operated by CCO Group. However, in such event, our advisor, with oversight by our Board, will determine which program will be first presented with the opportunity. Additionally, our advisor may cause a prospective tenant to enter into a lease for property owned by another program operated by CCO Group.
Conflicts of interest will also exist to the extent that we may acquire, or seek to acquire, properties in the same geographic areas where properties owned by CIM or its affiliates or other programs operated by CCO Group are located. In such a case, a conflict could arise in the acquisition or leasing of properties in the event that we and CIM or its affiliates or another program operated by CCO Group were to compete for the same properties or tenants, or a conflict could arise in connection with the resale of properties in the event that we and CIM or its affiliates or another program operated by CCO Group were to attempt to sell similar properties at the same time, including, in particular, in the event CIM or its affiliates or another program operated by CCO Group liquidates at approximately the same time as us. Conflicts of interest may also exist at such time as we or our affiliates managing property on our behalf seek to employ developers, contractors or building managers, as well as under other circumstances.
Dealer Manager
Since CCO Capital, our dealer manager, is an affiliate of our advisor, we will not have the benefit of an independent due diligence review and investigation of the type normally performed by an unaffiliated, independent underwriter in connection with the Offering. Accordingly, stockholders will have to rely on their own financial intermediary to make an independent review of the terms of the Offering. If a stockholder’s financial intermediary conducts an independent review of the Offering, and/or engages an independent due diligence reviewer to do so on its behalf, we expect that we will pay or reimburse the expenses associated with such review, which may create conflicts of interest. If a stockholder’s financial intermediary does not conduct such a review, the stockholder will not have the benefit of an independent review of the terms of the Offering. In addition, the sale of our shares of common stock in the Offering will result in dealer manager fees and ongoing stockholder servicing fees to CCO Capital, our dealer manager and an affiliate of our advisor.
Property Manager
Our properties are, and we anticipate that substantially all the properties we acquire in the future will be, managed and leased by our property manager, CREI Advisors, an affiliate of our advisor, pursuant to property management and leasing agreements with our subsidiaries that hold title to our properties. We expect CREI Advisors to also serve as property manager for properties owned by other real estate programs sponsored by CCO Group, some of which may be in competition with our properties.
Receipt of Fees and Other Compensation by CIM Income NAV Management and Its Affiliates
Our advisor will receive substantial fees from us. These compensation arrangements could influence our advisor’s advice to us, as well as the judgment of the personnel of our advisor who serve as our officers or directors. Among other matters, the compensation arrangements could affect the judgment of our advisor’s personnel with respect to:
the continuation, renewal or enforcement of our agreements with our advisor and its affiliates, including the advisory agreement and the dealer manager agreement, and the amounts we pay under such agreements;
the advisory fee and performance fee that we pay to our advisor, which are based upon our NAV, given that our advisor will be involved in estimating certain accrued fees and expenses that are part of our NAV;
our advisor could be motivated to recommend riskier or more speculative investments in order for us to generate the specified levels of performance that would entitle our advisor to incentive compensation; and
the decision to buy or sell an asset based on whether it will increase or decrease our NAV as opposed to whether it is the most suitable acquisition for our portfolio.
We will pay advisory fees to our advisor regardless of the quality of the services it provides during the term of the advisory agreement. Our advisor, however, has a fiduciary duty to us. The advisory agreement may be terminated by us or our advisor on 60 days’ notice.
Employees
We have no direct employees. The employees of CIM Income NAV Management and its affiliates provide services to us related to acquisitions and dispositions, property management, asset management, financing, accounting, stockholder relations and administration. The employees of CCO Capital, our dealer manager, provide wholesale brokerage services.
We are dependent on our advisor and its affiliates for services that are essential to us, including the sale of shares of our common stock, asset acquisition decisions, property management and other general administrative responsibilities. In the event that these companies are unable to provide these services to us, we would be required to obtain such services from other sources.
We reimburse CIM Income NAV Management and its affiliates for expenses incurred in connection with its provision of administrative, acquisition, property management, asset management, financing, accounting and stockholder relations services, including personnel costs, subject to certain limitations. During the years ended December 31, 2019 and 2018, $4.9 million and $5.3 million, respectively, were incurred for reimbursement of services provided by CIM Income NAV Management and its affiliates in connection with the acquisition, management, operating and financing of our assets.
Competition
As we purchase properties, we are in competition with other potential buyers for the same properties and may have to pay more to purchase the property than if there were no other potential acquirers or we may have to locate another property that meets our acquisition criteria. Regarding the leasing efforts of our owned properties, the leasing of real estate is highly competitive in the current market, and we may continue to experience competition for tenants from owners and managers of competing projects. As a result, we may have to provide free rent, incur charges for tenant improvements, or offer other inducements, or we might not be able to timely lease the space, all of which may have an adverse impact on our results of operations. At the time we elect to dispose of our properties, we may also be in competition with sellers of similar properties to locate suitable purchasers for our properties.
Property Concentrations
As of December 31, 2019, no single tenant accounted for greater than 10% of our 2019 annualized rental income. Tenants in the manufacturing and grocery industries accounted for 16%and10%, respectively, of our 2019 annualized rental income. Additionally, we have certain geographic concentrations in our property holdings. In particular, as of December 31, 2019, 17 of our properties were located in Ohio and six were located in Arizona, with the properties in each state accounting for 13% and 10%, respectively, of our 2019 annualized rental income.
Available Information
We electronically file our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports with the SEC. We also file registration statements, amendments to our registration statements, and/or supplements to our prospectus in connection with any of our offerings with the SEC. Copies of our filings with the SEC are available on our sponsor’s website, http://www.cimgroup.com, free of charge. The information on our sponsor’s website is not incorporated by reference into this Annual Report on Form 10-K. Copies of our filings with the SEC may also be obtained from the SEC’s website at http://www.sec.gov. Access to these filings is free of charge.
Stockholders should carefully consider the following factors, together with all the other information included in this Annual Report on Form 10-K, in evaluating the Company and our business. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected, and stockholders may lose all or part of their investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.
Risks Related to Our Business
We are considered to be a “blind pool,” as we currently have not identified all of the specific properties and real estate-related assets that we may purchase with future offering proceeds. For this and other reasons, an investment in our shares is speculative.
Since we have not identified all of the specific properties that we may purchase with future offering proceeds, this is a “blind pool.” Our stockholders will not be able to evaluate the economic merit of our additional acquisitions until after these acquisitions have been made. As a result, an investment in our shares is speculative.
To be successful in this market, we and our advisor must, among other things:
identify and acquire assets that further our investment objectives;
increase awareness of the CIM Income NAV, Inc. name within the investment products market;
expand and maintain our network of licensed broker-dealers and others who sell shares on our behalf and other agents;
rely on our advisor and its affiliates to attract, integrate, motivate and retain qualified personnel to manage our day-to-day operations;
respond to competition for our targeted real estate and other assets, as well as for potential stockholders;
rely on our advisor and its affiliates to continue to build and expand our operations structure to support our business; and
rely on our advisor, who relies on its sub-advisor, and its affiliates and our Board to be continuously aware of, and interpret, marketing trends and conditions.
We may not succeed in achieving these goals, and our failure to do so could cause our stockholders to lose a significant portion of their investment.
The purchase and redemption of our shares is based on our NAV per share for each class, and the daily determination of our NAV per share is based upon subjective judgments, assumptions and opinions about future events that may or may not turn out to be correct. As a result, our daily NAV per share may not reflect the precise amount that might be paid to stockholders for their shares in a market transaction.
The purchase and redemption price for shares of our common stock is based on our NAV per share for each class each business day, which requires an estimate of the value of our assets and liabilities – consisting principally of illiquid commercial real estate and illiquid commercial real estate mortgages. Although periodic valuations of each of our commercial real estate assets, related liabilities and notes receivable secured by real estate are performed by our independent valuation expert, our advisor also monitors our commercial real estate assets for events that may be expected to have a material impact on the most recent estimated values provided by our independent valuation expert. The valuation methodologies used to estimate the value of our commercial real estate assets, related liabilities, notes receivable secured by real estate, and certain other assets and liabilities, involve subjective judgments, assumptions and opinions about future events, which may or may not turn out to be correct. Any resulting potential disparity in our NAV per share may be in favor of either stockholders who redeem their shares, or stockholders who buy new shares, or existing stockholders.
It may be difficult to reflect, fully and accurately, material events that may impact our daily NAV between valuations.
Since our independent fund accountant’s determination of our daily NAV per share for each class is based in part on annual estimates of the values of each of our commercial real estate assets, and quarterly estimated values of related liabilities and notes receivable secured by real estate provided periodically by the independent valuation expert in individual appraisal reports in accordance with valuation guidelines approved by our Board, as well as other assets valued in accordance with our valuation policies, our published NAV per share on any given day may not fully reflect any or all changes in value that may have occurred since the most recent valuation. Our advisor reviews appraisal reportsRules 12b-15 and monitors our commercial real estate, limited partnership units and notes receivable assets and liabilities, but it may be difficult to reflect fully and accurately rapidly changing market conditions or material events that may impact the value of our commercial real estate assets, limited partnership units and notes receivable secured by real estate or related real estate liabilities between periodic valuations, or to quickly obtain complete information regarding any such events. For example, an unexpected termination or renewal of a material lease, a material change in vacancies or an unanticipated structural or environmental event at a property may cause the value of a commercial real estate asset to change materially, yet obtaining sufficient relevant information after the occurrence has come to light and/or analyzing fully the financial impact of such an event may be difficult to do and may require some time. As a result, the NAV per share may not reflect a material event until such time as sufficient information is made available and can be analyzed, and the financial impact is fully evaluated, such that our NAV may be appropriately adjusted in accordance with our valuation guidelines. Any resulting disparity may be to the detriment of a purchaser of our shares or a stockholder selling shares pursuant to our share redemption program.
NAV calculations are not governed by governmental or independent securities, financial or accounting rules or standards.
The method for calculating our NAV, including the components that are used in calculating our NAV, is not prescribed by rules of the SEC or any state securities regulatory agency. Further, there are no accounting rules or standards that prescribe which components should be used in calculating NAV, and our NAV is not audited by our independent registered public accounting firm. We calculate and publish NAV solely for purposes of establishing the daily price at which we will sell and redeem classes of shares of our common stock and our stockholders should not view our NAV as a measure of our historical or future financial condition or performance. The components and methodology that are used by our independent fund accountant in calculating our NAV may differ from those used by other companies now or in the future.
In addition, our NAV calculations, to the extent that they incorporate valuations of our assets and liabilities, are not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These valuations, which are based on market values that assume a willing buyer and seller, may differ from liquidation values that could be realized in the event that we were forced to sell assets.
An investment in shares of our common stock has limited liquidity and we are not required, through our charter or otherwise, to provide for a liquidity event. There is no public market for our shares of common stock and our limited redemption program may not have sufficient liquidity at all times to redeem stockholders’ shares. As a result, our stockholders’ should purchase their shares as a long-term investment.
There is no current public market for shares of our common stock, we do not expect that a public market will ever develop and our charter does not require a liquidity event at a fixed time in the future. Therefore, redemption of shares by us will likely be the only way for our stockholders to dispose of their shares. While we designed our redemption plan to allow stockholders to request redemptions, on any business day, of all or any portion of their shares, our ability to fulfill redemption requests is subject to a number of limitations. Most significantly, the vast majority of our assets consist, and will consist in the future, of commercial real estate properties, which cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. Further, the redemption program is subject to quarterly redemption limits and to protect our operations, our status as a REIT, and our non-redeeming stockholders, our Board may modify or suspend our redemption program or limit stockholder redemptions. Additionally, subject to limited exceptions, shares of our common stock redeemed within 365 days of the date of purchase may be subject to a short-term trading fee of 5% of the aggregate NAV per share of such shares redeemed. As a result, our stockholders’ ability to have their shares redeemed by us may be limited, and our shares should be considered a potentially long-term investment with limited liquidity.
Our Board may modify or suspend our redemption plan, which may limit our stockholders’ ability to redeem their shares.
Our Board may modify or suspend our redemption plan in its discretion if it believes that such action is in the interests of our stockholders. For instance, our Board may modify or suspend our redemption plan to prevent an undue burden on our liquidity or to preserve our status as a REIT. As a result, our stockholders may not always be able to redeem their shares and an investment in our shares should be considered a potentially long-term investment with limited liquidity.
Economic events that may cause our stockholders to seek redemption of their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.
Economic events affecting the U.S. economy, such as the general negative performance of the real estate sector or the negative performance of the U.S. economy as a whole, could cause our stockholders to seek to redeem their shares. Even if we are able to satisfy all resulting redemption requests, our cash flow could be materially adversely affected. In addition, if we elect to sell valuable assets to satisfy redemption requests, our ability to achieve our investment objectives, including, without limitation, diversification of our real estate property portfolio by property type and location, moderate financial leverage, conservative operating risk and an attractive level of current income, could be materially adversely affected.
The amount and source of distributions we may make to our stockholders is uncertain and we may be unable to generate sufficient cash flows from our operations to make distributions to our stockholders at any time in the future.
We have not established a minimum distribution payment level, and our ability to make distributions to our stockholders may be adversely affected by a number of factors, including the risk factors described herein. Our Board will make determinations regarding distributions based upon, among other factors, our financial performance, our debt service obligations, our debt covenants, and capital expenditure requirements. Among the factors that could impair our ability to make distributions to our stockholders are:
the limited size of our real estate portfolio;
our inability to invest, on a timely basis and in attractive investments, the proceeds from sales of our shares;
our inability to realize attractive risk-adjusted returns on our investments;
unanticipated expenses or reduced revenues that reduce our cash flow or non-cash earnings;
defaults in our portfolio or decreases in the value of our investments; and
the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.
As a result, we may not be able to make distributions to our stockholders at any time in the future, and the level of any distributions we do make to our stockholders may not increase or even be maintained over time.
We may suffer adverse tax consequences if the amount of distributions do not comply with certain tax requirements, and we expect that a substantial portion of our distributions will be taxed as ordinary income to our stockholders.
To continue to qualify for taxation as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding certain non-cash items and net capital gains. To the extent we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our stockholders in a calendar year is less than a minimum amount specified under the Code.
In addition, dividends that we pay to our stockholders will generally be taxable to our stockholders as ordinary income. However, a portion of our distributions may be designated by us as long-term capital gains to the extent that they are attributable to capital gain income recognized by us or may constitute a return of capital to the extent that they exceed our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. Pursuant to the Tax Cuts and Jobs Act, non-corporate recipients of dividends from a REIT (other than capital gains dividends and dividends eligible for treatment as qualified dividends) may deduct up to 20% of such REIT dividends for taxable years beginning after December 31, 2017 and before January 1, 2026. A return of capital distribution is not taxable, but has the effect of reducing the basis of a stockholder’s investment in our common stock, until the distribution exceeds the stockholder’s basis. Distributions in excess of our earnings and a stockholder’s tax basis in our shares will be treated as gain from the sale of shares.
We have paid, and may continue to pay, some or all of our distributions, and fund some or all redemptions, from sources other than cash flow from operations, including borrowings, proceeds from asset sales or the sale of securities, which may reduce the amount of capital we ultimately deploy in our real estate operations and may negatively impact the value of our common stock.
To the extent that cash flow from operations is insufficient to pay our distributions or fund redemptions, we may pay all or some of our distributions and fund all or some of our redemptions from borrowings by the REIT, proceeds from asset sales or the sale of our securities. We have no limits on the amounts we may use to pay distributions from sources other than cash flows from operations. The payment of distributions and redemptions from sources other than cash flow from operations may reduce
the amount of proceeds available for acquisitions, negatively impact the value of our common stock and reduce the overall return. We expect that, from time to time, we may declare distributions and/or fund redemptions that exceed our cash flows from operations and in anticipation of future cash flows.
The following table presents distributions and sources of distributions for the periods indicated below (dollar amounts in thousands): |
| | | | | | | | | | | | | |
| | Year Ended
December 31, 2019 | | Year Ended
December 31, 2018 |
| | Amount | | Percent | | Amount | | Percent |
| Distributions paid in cash | $ | 16,816 |
| | 51 | % | | $ | 14,399 |
| | 51 | % |
| Distributions reinvested | 16,201 |
| | 49 | % | | 13,774 |
| | 49 | % |
| Total distributions | $ | 33,017 |
| | 100 | % | | $ | 28,173 |
| | 100 | % |
| | | | | | | | |
| Sources of distributions: | | | | | | | |
Net cash provided by operating activities (1) | $ | 33,017 |
| (2) | 100 | % | | $ | 28,173 |
| | 100 | % |
| Total sources | $ | 33,017 |
| | 100 | % | | $ | 28,173 |
| | 100 | % |
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| |
(1) | Net cash provided by operating activities for the years ended December 31, 2019 and 2018 was $32.5 million and $32.8 million, respectively.
|
| |
(2) | Our distributions for the year ended December 31, 2019 were fully covered by cash flows from operating activities, including cash flows from prior periods of $471,000. |
If we are not able to raise a substantial amount of capital in the near term, we may have difficulties making additional investments and/or repaying or refinancing indebtedness and our ability to achieve our investment objectives, including diversification of our portfolio by property type and location, could be adversely affected.
The Offering is being made on a “best efforts” basis, which means that the dealer manager and the broker-dealers participating in this offering are only required to use their best efforts to sell the shares and have no firm commitment or obligation to purchase any of the shares. As a result, we may not be able to raise a substantial amount of additional capital in the near term. If we are not able to accomplish this goal, we may have difficulty in identifying and making further suitable investments on attractive terms in order to meet our investment objectives. Therefore, there could be a delay between the time we receive net proceeds from the sale of shares of our common stock in this offering and the time we invest the net proceeds. This could cause a substantial delay in the time it takes for our stockholders’ investment to realize its full potential return and could adversely affect our ability to pay regular distributions of cash flow from operations to our stockholders. If we fail to timely invest the net proceeds of this offering, our ability to achieve our investment objectives, including further diversification of our portfolio by asset type and location, could be adversely affected. Failure to raise substantial capital also could hamper our ability to repay or refinance indebtedness. In addition, subject to our investment policies and applicable law, we are not limited in the number or size of our acquisitions or the percentage of net proceeds that we may dedicate to a single asset. If we use all or substantially all of the future proceeds from this offering to acquire one or a few assets, the likelihood of our profitability being affected by the performance of any one of our assets will increase, and an investment in our shares will be subject to greater risk.
If we raise substantially less than the maximum offering amount, we may not be able to construct a diverse portfolio of real estate and real estate-related assets, and the value of an investment in our stock may fluctuate more widely with the performance of specific assets.
We are dependent upon the proceeds to be received from the Offering to conduct our proposed acquisition activities. The Offering is being made on a “best efforts” basis, whereby our dealer manager and the broker/dealers that participate in the Offering are only required to use their best efforts to sell shares of our common stock and have no firm commitment or obligation to purchase any of the shares of our common stock. As a result, we do not know the amount of proceeds that will be raised in the Offering or that we will achieve sales of the maximum offering amount. If we raise substantially less than the maximum offering amount, we may not be able to acquire a diverse portfolio in terms of the number of assets owned, the geographic regions in which our assets are located and the types of acquisitions that we make. An investment in shares of our common stock would be subject to greater risk to the extent that we lack a diversified portfolio of assets. In addition, our fixed operating expenses, as a percentage of gross income, would be higher, and our financial condition and ability to pay distributions could be adversely affected if we are unable to raise substantial funds in the Offering.
We have experienced losses in the past, and we may experience additional losses in the future.
We have experienced net losses in the past (calculated in accordance with GAAP), and we may not be profitable or realize growth in the value of our assets. Many of our losses can be attributed to start-up costs, general and administrative expenses, depreciation and amortization, as well as acquisition expenses incurred in connection with purchasing properties or making other investments. Our ability to sustain profitability is uncertain and together depends on the demand for, and value of, our portfolio of properties. For a further discussion of our operational history and the factors affecting our losses, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K and our accompanying consolidated financial statements and notes thereto.
We may suffer from delays in locating suitable acquisitions, which could adversely affect our ability to pay distributions and to achieve our investment objectives.
If we are able to raise capital quickly during the Offering, we may have difficulty in identifying and purchasing suitable commercial real estate properties in a timely and efficient fashion. This may impact the value of our stockholders’ investment in our common stock and our ability to pay distributions to our stockholders.
Our Board may change certain of our investment policies without stockholder approval, which could alter the nature of an investment in our common stock.
Except for changes to the investment objectives and investment restrictions contained in our charter, which require stockholder consent to amend, our Board, a majority of whom are independent, may change our investment and operational policies, including our policies with respect to acquisitions, growth, operations, indebtedness, capitalization and distributions, at any time without the consent of our stockholders, which could result in our making acquisitions that are different from, and possibly riskier than, the types of acquisitions described in this Annual Report on Form 10-K. A change in our investment strategy may, among other things, increase our exposure to interest rate risk, default risk and commercial real estate market fluctuations, all of which could materially affect our ability to achieve our investment objectives.
Our participation in a co-ownership arrangement may subject us to risks that otherwise may not be present in other real estate assets.
We may enter into co-ownership arrangements with respect to a portion of the properties we acquire. Co-ownership arrangements involve risks generally not otherwise present with an investment in real estate, such as the following:
the risk that a co-owner may at any time have economic or business interests or goals that are or become inconsistent with our business interests or goals;
the risk that a co-owner may be in a position to take action contrary to our instructions or requests or contrary to our policies, objectives or status as a REIT;
the possibility that an individual co-owner might become insolvent or bankrupt, or otherwise default under the mortgage loan financing documents applicable to the property, which may constitute an event of default under all of the applicable mortgage loan financing documents, result in a foreclosure and the loss of all or a substantial portion of the investment made by the co-owner, or allow the bankruptcy court to reject the agreements entered into by the co-owners owning interests in the property;
the possibility that a co-owner might not have adequate liquid assets to make cash advances that may be required in order to fund operations, maintenance and other expenses related to the property, which could result in the loss of current or prospective tenants and may otherwise adversely affect the operation and maintenance of the property, and could cause a default under the applicable mortgage loan financing documents and may result in late charges, penalties and interest, and may lead to the exercise of foreclosure and other remedies by the lender;
the risk that a co-owner could breach agreements related to the property, which may cause a default under, and possibly result in personal liability in connection with, any mortgage loan financing documents applicable to the property, violate applicable securities laws, result in a foreclosure or otherwise adversely affect the property and the co-ownership arrangement;
the risk that we could have limited control and rights, with management decisions made entirely by a third-party; and
the possibility that we will not have the right to sell the property at a time that otherwise could result in the property being sold for its maximum value.
In the event that our interests become adverse to those of the other co-owners, we may not have the contractual right to purchase the co-ownership interests from the other co-owners. Even if we are given the opportunity to purchase such co-ownership interests in the future, we cannot guarantee that we will have sufficient funds available at the time to purchase co-ownership interests from the co-owners.
We might want to sell our co-ownership interests in a given property at a time when the other co-owners in such property do not desire to sell their interests. Therefore, because we anticipate that it will be much more difficult to find a willing buyer for our co-ownership interests in a property than it would be to find a buyer for a property we owned outright, we may not be able to sell our co-ownership interest in a property at the time we would like to sell.
Cybersecurity risks and cyber incidents may adversely affect our business in the event we or the Advisor, Dealer Manager, our transfer agent or any other party that provides us with essential services experiences cyber incidents, including system failures, or has a deficiency in cybersecurity that causes a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.
We, as well as the Advisor, the Dealer Manager, our transfer agent and other parties that provide us with services essential to our operations, are vulnerable to service interruptions or damages from any number of sources, including computer viruses, malware, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our tenant and stockholder relationships. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those we have outsourced.We have implemented processes, procedures and internal controls to help mitigate cyber incidents, but these measures do not guarantee that a cyber incident will not occur or that attempted security breaches or disruptions would not be successful or damaging. A cyber incident could materially adversely impact our business, financial condition, results of operations, cash flow, or our ability to satisfy our debt service obligations or to maintain our level of distributions on common stock. There also may be liability for any stolen assets or misappropriated Company funds or confidential information. Any material adverse effect experienced by the Advisor, the Dealer Manager, our transfer agent and other parties that provide us with services essential to our operations could, in turn, have an adverse impact on us.
The SEC standard of conduct for investment professionals could impact our ability to raise additional capital.
On June 5, 2019, the SEC adopted “Regulation Best Interest,” a new standard of conduct for broker-dealers13a-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that includes: (i) the requirement that broker-dealers refrain from putting the financial or other interests, we have also amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the broker-dealer aheadSarbanes-Oxley Act of the retail customer, (ii) a new disclosure document, the consumer or client relationship summary, or Form CRS, which would require both investment advisers and broker-dealers to provide disclosure highlighting details about their services and fee structures and (iii) interpretative guidance that establishes a federal fiduciary standard for investment advisers. Regulation Best Interest is complex and therefore provides a transition period until June 30, 2020 to give firms sufficient time to come into compliance. You are urged to consult with your own advisors regarding the impact that Regulation Best Interest may have on purchasing and holding interests in2002 from our company. Regulation Best Interest or any other legislation or regulations that may be introduced or become law in the future could have negative implications on our ability to raise capital from potential investors, including those investing through IRAs.
Risks Related to Conflicts of Interest
We are subject to conflicts of interest arising out of our relationships with our advisor and its affiliates, including the material conflicts discussed below. The “Conflicts of Interest” section of Part I, Item 1. of this Annual Report on Form 10-K provides a more detailed discussion of the conflicts of interest between us and our advisor and its affiliates, and our policies to reduce or eliminate certain potential conflicts.
Our advisor and its affiliates, including our dealer manager, face conflicts of interest caused by their compensation arrangements with us, which could result in actions that are not in the long-term best interests of our stockholders.
Our advisor and its affiliates, including our dealer manager, are entitled to substantial fees from us under the terms of the advisory agreement and the dealer manager agreement. These fees could influence the judgment of our advisor and its affiliates in performing services for us. Among other matters, these compensation arrangements could affect their judgment with respect to:
the continuation, renewal or enforcement of our agreements with our advisor and its affiliates, including the advisory agreement and the dealer manager agreement;
the advisor’s role in estimating accruals of expenses for our independent fund accountant’s calculation of our daily NAV, as the fees of our advisor and its affiliates are based on our NAV, however, any intentionally inaccurate estimation of our daily net operating revenues, expenses and fees by our advisor could constitute a breach of its fiduciary duty to us and our stockholders, and may subject our advisor to significant liability; and
the amount of fees paid to our advisor and its affiliates. While the fees must be approved on an annual basis by our independent directors, the approval process may be constrained, to some extent, because the independent directors are likely to consider, among other factors, our stockholders’ expectation that affiliates of CIM Income NAV Management will serve in management roles at our advisor and our dealer manager.
Our advisor is responsible for estimating amounts of certain liabilities that will affect the calculation of our NAV.
Our advisor is responsible for estimating the amounts of certain liabilities that are used by our independent fund accountant to determine our daily NAV per share. These estimated amounts will include estimates of accrued fees and expenses attributable to the Offering, accrued operating fees and expenses and accrued distributions. To the extent that these liabilities are based on estimates, this could lead to conflicts of interest with our advisor because the advisor’s fee is based on a percentage of our NAV, although any intentionally inaccurate estimation of our daily net operating revenues, expenses and fees by our advisor could constitute a breach of its fiduciary duty to us and our stockholders, and may subject our advisor to significant liability.
Our advisor has engaged its sub-advisor to select and manage our liquid investments. Our advisor relies on the performance of its sub-advisor in implementing the liquid investments portion of our investment strategy.
Our advisor has engaged its sub-advisor to select liquid investments pursuant to a sub-advisory agreement between our advisor and its sub-advisor. The sub-advisor has, and will continue to have substantial discretion, within our investment guidelines, to make decisions related to the acquisition, management and disposition of our liquid assets. If the sub-advisor does not succeed in implementing the liquid investments portion of our investment strategy, our performance will suffer. In addition, even though our advisor has the ability to terminate the sub-advisor at any time, it may be difficult and costly to terminate and replace the sub-advisor.
We do not have a direct contractual relationship with the sub-advisor. Therefore, it may be difficult for us to take enforcement action against the sub-advisor if its actions, performance or non-performance do not comply with the agreement.
We are not a party to the agreement with the sub-advisor pursuant to which the sub-advisor selects liquid investments. Therefore, we are dependent upon our advisor to manage and monitor the sub-advisor effectively. The sub-advisor may take actions that are not in our best interest, which could cause our performance to suffer, and as we are not a party to the agreement with the sub-advisor, we are limited in our ability to enforce that agreement.
Payment of fees to our advisor and our dealer manager will reduce the cash available for acquisitions and distribution and will increase the risk that a stockholder will not be able to recover the amount of their investment in our shares.
Our advisor and our dealer manager perform services for us in connection with the distribution of our shares, the selection and acquisition of our assets, and the management of our assets. We pay our advisor and our dealer manager fees for these services, which will reduce the amount of cash available for acquisitions or distributions to our stockholders. The fees we pay to our advisor and its affiliates decrease the value of our portfolio and increase the risk that stockholders may receive a lower price when they request redemption of their shares than the purchase price they initially paid for their shares.
Our advisor faces conflicts of interest relating to the incentive fee structure under our advisory agreement, which could result in actions that are not necessarily in the long-term best interests of our stockholders.
Pursuant to the terms of our advisory agreement, our advisor is entitled to fees that are structured in a manner intended to provide incentives to our advisor to perform in our best interests and in the best interests of our stockholders. For example, the advisory fee is based on our NAV, and not on the costs or book value of our assets, and our advisor is entitled to an incentive fee, based on the annual performance of our stock. Nevertheless, our advisor could be motivated to recommend riskier or more speculative acquisitions in order for us to generate the specified levels of performance that would entitle our advisor to incentive compensation.
Other real estate programs sponsored by CCO Group, as well as CIM and certain of its affiliates, use investment strategies that are similar to ours; therefore, our executive officers and the officers and key personnel of our advisor and its affiliates may face conflicts of interest relating to the purchase and leasing of properties, and such conflicts may not be resolved in our favor.
CMFT, CCPT V, CCIT II, CCIT III, and CIM and its affiliates may have investment objectives, strategy and criteria, including targeted asset types, substantially similar to ours. As a result, we may be seeking to acquire properties and real estate-related assets, including mortgage loans, at the same time as CIM or its affiliates, or one or more of the other real estate programs sponsored by CCO Group or its affiliates. Certain of our executive officers and certain officers of our advisor also are executive officers of CIM or its affiliates and other programs sponsored by CCO Group or its affiliates, the general partners of other private investment programs sponsored by CCO Group or its affiliates and/or the advisors or fiduciaries of other real estate programs sponsored by CCO Group or its affiliates. Accordingly, there is a risk that the allocation of acquisition opportunities may result in our acquiring a property that provides lower returns to us than a property purchased by another real estate program sponsored by CCO Group or its affiliates.
In addition, we have acquired, and may continue to acquire, properties in geographic areas where CIM or its affiliates or other real estate programs sponsored by CCO Group or its affiliates own properties. If one of these other real estate programs attracts a tenant that we are competing for, we could suffer a loss of revenue due to delays in locating another suitable tenant.
Our officers, certain of our directors and our advisor, including its key personnel and officers, face conflicts of interest related to the positions they hold with affiliated and unaffiliated entities, which could hinder our ability to successfully implement our business strategy and to generate returns to stockholders.
Richard S. Ressler, the chairman of our Board, chiefprincipal executive officer and president, who is also a founderprincipal financial officer. Because no financial statements have been included in this Amendment No. 1 and principal of CIM and is an officer/director of certain of its affiliates, is the chairman of the board, chief executive officer and president of CMFT and CCIT III, and a director of CCIT II, and vice president of our advisor, CIM Income NAV Management. One of our directors, Avraham Shemesh, who is also a founder and principal of CIM and is an officer/director of certain of its affiliates, serves as a director of CCIT III and CMFT, is the chairman of the board, chief executive officer and president of CCIT II and CCPT V, and is president and treasurer of CIM Income NAV Management. One of our directors, Elaine Y. Wong, who is also a principal of CIM, serves as a director of CCPT V, CCIT II and CMFT. One of our independent directors, W. Brian Kretzmer, also serves as an independent director of CMFT and CCIT III. Our chief financial officer and treasurer, Nathan D. DeBacker, who is also an officer of other real estate programs sponsored by CCO Group, is a vice president of CIM Income NAV Management and is an officer of certain of its affiliates. In addition, affiliates of CIM Income NAV Management act as an advisor to CMFT, CCPT V, CCIT II and CCIT III, all of which are public, non-listed REITs sponsoredthis Amendment No. 1 does not contain or operated by our sponsor, CCO Group. In addition, affiliates of CIM Income NAV Management act as advisors to CMFT, CCPT V, CCIT II and/or CCIT III, all of which are public, non-listed REITs sponsored by our sponsor, CCO Group. In addition, all of these programs primarily focus on the acquisition and management of commercial properties subject to long-term net leases to creditworthy tenants and have acquired or may acquire assets similar to ours. CMFT and CCPT V focus primarily on the retail sector, while CCIT II and CCIT III focus primarily on the corporate office and industrial sectors. Nevertheless, the investment strategy used by each REIT would permit them to purchase certain properties that may also be suitable for our portfolio.
Conflicts with our business and interests are most likely to arise from involvement in activities related to (1) allocation of new acquisition opportunities, management time and operational expertise among us and the other entities, (2) our purchase of properties from, or sale of properties to, affiliated entities, (3) the timing and terms of the acquisition or sale of an asset, (4) development of our properties by affiliates, (5) investments with affiliates of our advisor, (6) compensation to our advisor and its affiliates, and (7) our relationship with, and compensation to, our dealer manager. Even if these persons do not violate their duties to us and our stockholders, they will have competing demands on their time and resources and may have conflicts of interest in allocating their time and resources among us and these other entities and persons. Should such persons devote insufficient time or resources to our business, returns on our acquisitions may suffer.
We depend on our advisor, and we may not be able to find a suitable replacement if our advisor terminates the advisory agreement.
We depend on our advisor, and we may not be able to find a suitable replacement if our advisor terminates the advisory agreement. Our ability to make distributions and achieve our investment objectives is dependent upon the performance of our advisor in the acquisition of real estate properties and other real estate-related assets, the management of our portfolio, the selection of tenants for our properties and the determination ofamend any financing arrangements. If our advisor suffers or is distracted by adverse financial or operational problems in connection with its operations unrelated to us, our advisor may be unable to allocate sufficient time and resources to our operations. If our advisor is unable to allocate sufficient resources to oversee and perform our operations for any reason, we may be unable to achieve our investment objectives or pay distributions to our stockholders.
Our future success depends to a significant degree upon certain key personnel of our advisor. If our advisor loses or is unable to attract and retain key personnel, our ability to achieve our investment objectives could be delayed or hindered, which could adversely affect our ability to pay distributions to our stockholders and the value of their investment.
Our success depends to a significant degree upon the contributions of certain executive officers and other key personnel of CCO Group and our advisor. We cannot guarantee that all of these key personnel, or any particular person, will remain affiliated with us, CCO Group and/or our advisor. If any of our key personnel were to cease their affiliation with our advisor, our operating results could suffer. We believe that our future success depends, in large part, upon our advisor’s ability to hire and retain highly skilled managerial, operational and marketing personnel. Competition for such personnel is intense, and we cannot assure our stockholders that CCO Group or our advisor will be successful in attracting and retaining such skilled personnel. If our advisor loses or is unable to obtain the services of key personnel, our ability to implement our investment strategies could be delayed or hindered, and the value of our stockholders’ investment may decline.
The termination or replacement of our advisor could trigger an event under our mortgage loans for some of our properties and the credit agreement governing for any line of credit we obtain.
Lenders may request provisions in the loan documentation that would make the termination or replacement of our advisor, without first obtaining the prior consent of the lender, an event of default. If an event of default occursdisclosure with respect to anyItems 307 and 308 of our financings, our ability to achieve our investment objectives could be adversely affected.
Our Board generally will not approve, in advance, the acquisition decisions made by our advisor.
Our Board has approved investment guidelines that delegate to our advisor the authority to (1) execute (i) real estate property acquisitionsRegulation S-K, paragraphs 3, 4 and dispositions and (ii) investments in other real estate-related assets, and to (2) contract with a sub-advisor to purchase and sell liquid assets, liquid real estate-related securities, cash and cash equivalents, in each case so long as such investments are consistent with our investment guidelines. As a result, our advisor has substantial latitude within these broad parameters in determining the types of assets that are proper acquisitions for us. Our directors generally do not review, in advance, the acquisition decisions made by our advisor or sub-advisor. Instead, our directors review our investment guidelines on an annual basis and our portfolio on a quarterly basis or, in each case, as often as they deem appropriate. In conducting these periodic reviews, our directors rely primarily on information provided to them by our advisor. Furthermore, transactions entered into on our behalf by our advisor may be costly, difficult or impossible to unwind when they are subsequently reviewed by our Board.
Our dealer manager is an affiliate of our advisor and, therefore, our stockholders will not have the benefit of an independent review5 of the prospectus or of us that customarily is performedcertifications have been omitted. Similarly, because no financial statements have been included in underwritten offerings.
Our dealer manager, CCO Capital, is an affiliate of our advisor and, as a result, is not in a positionthis Amendment No. 1, certifications pursuant to make an independent review of us or of this offering. Accordingly, our stockholders will have to rely on their own broker-dealer or financial advisor to make an independent reviewSection 906 of the termsSarbanes-Oxley Act of 2002 have been omitted.
Except as described above, this offering. If their broker-dealer or financial advisor conducts an independent review of this offering, and/or engages an independent due diligence reviewer to do so on its behalf, we expect that we will pay or reimburse the expenses associated with such review, which may create conflicts of interest. If their broker-dealer or financial advisorAmendment No. 1 does not conduct such a review, our stockholders will not have the benefit of an independent review of the terms of this offering.
Our charter permits us to acquire assets and borrow funds from affiliates of our advisor and sell or lease our assets to affiliates of our advisor, andamend any such transaction could result in conflicts of interest.
Our charter permits us to acquire assets and borrow funds from affiliates of our advisor on a limited basis asother information set forth below, and any such transaction could result in a conflict of interest.
Our advisor may create special purpose entities to acquire properties for the specific purpose of selling the properties to us, and we may acquire such properties, provided that any and all acquisitions from affiliates of our advisor must be approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in such transaction, as being fair and reasonable to us and either the purchase price to us is no greater than the cost of the property to the affiliate of our advisor, including acquisition-related expenses, or a majority of our independent directors determines that there is substantial justification for any amount above such cost and that the difference is reasonable. Further, we will not acquire a property from an affiliate of our advisor if the cost to us would exceed the property’s current appraised value as determined by an independent appraiser.
From time to time, we may borrow funds from affiliates of our advisor, including our sponsor, as bridge financing to enable us to acquire a property or for the purpose of providing short term financing as necessary to satisfy valid redemption requests under the Company’s share redemption plan, in either case when offering proceeds alone are insufficient to do so and third party financing has not been arranged or is insufficient. Any and all such transactions must be approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in such transaction as fair, competitive and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties under the same circumstances. Finally, our advisor or its affiliates may pay costs on our behalf, pending our reimbursement, or we may defer payment of fees to our advisor or its affiliates, but neither of these transactions would be considered a loan under our charter.
Our advisor faces conflicts of interest relating to joint ventures or other co-ownership arrangements that we may enter into with CIM or its affiliates, or another real estate program sponsored or operated by CCO Group, which could result in a disproportionate benefit to CIM or its affiliates, or another real estate program sponsored by CCO Group.
We may enter into joint ventures or co-ownership arrangements (including co-investment transactions) with CIM or its affiliates, or another real estate program sponsored or operated by CCO Group for the acquisition, development or improvement of properties as well as the acquisition of real estate-related assets. Since one or more of the officers of our advisor are officers of CIM or its affiliates, including CCO Group and/or the advisors to other real estate programs sponsored by CCO Group, our advisor may face conflicts of interest in determining which real estate program should enter into any particular joint venture or co-ownership arrangement. These persons also may have a conflict in structuring the terms of the relationship between us and any affiliated co-venturer or co-owner, as well as conflicts of interests in managing the joint venture, which may result in the co-venturer or co-owner receiving benefits greater than the benefits that we receive.
In the event we enter into joint venture or other co-ownership arrangements with CIM or its affiliates, or another real estate program sponsored by CCO Group, our advisor and its affiliates may have a conflict of interest when determining when and whether to buy or sell a particular property, or to make or dispose of another real estate-related asset. In addition, if we become listed for trading on a national securities exchange, we may develop more divergent goals and objectives from any affiliated co-venturer or co-owner that is not listed for trading. In the event we enter into a joint venture or other co-ownership arrangement with another real estate program sponsored by CIM or its affiliates, or another real estate investment program sponsored by CCO Group that has a term shorter than ours, the joint venture may be required to sell its properties earlier than we may desire to sell the properties. Even if the terms of any joint venture or other co-ownership agreement between us and CIM or its affiliates, or another real estate program sponsored by CCO Group grants us the right of first refusal to buy such properties, we may not have sufficient funds or borrowing capacity to exercise our right of first refusal under these circumstances. We have adopted certain procedures for dealing with potential conflicts of interest as further described in Part I, Item 1. Business — Conflicts of Interest in this Annual Report onOriginal Form 10-K.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results.
An effective system of internal control over financial reporting is necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. As part of our ongoing monitoring of internal controls, we may discover material weaknesses or significant deficiencies in our internal controls that we believe require remediation. If we discover such weaknesses, we will make efforts to improve our internal controls in a timely manner. Any system of internal controls, however well designed and operated, is based in part on certain assumptions and can only provide reasonable, not absolute, assurance that the objectives of the system are met. Any failure to maintain effective internal controls, or implement
any necessary improvements in a timely manner, could have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our common stock, or cause us to not meet our reporting obligations. Ineffective internal controls could also cause holders of our securities to lose confidence in our reported financial information, which would likely have a negative effect on our business.
Risks Related to Our Corporate Structure
Our stockholders’ interest in us will be diluted if we issue additional shares.
Our stockholders will not have preemptive rights to any shares we issue in the future. Our charter authorizes us to issue up to 500,000,000 shares of capital stock. Of the total number of shares of capital stock authorized (a) 490,000,000 shares are designated as common stock, 122,500,000 of which are classified as D Shares, 122,500,000 of which are classified as T Shares, 122,500,000 of which are classified as S Shares and 122,500,000 of which are classified as I Shares, and (b) 10,000,000 shares are designated as preferred stock. Our Board may amend the charter from time to time to increase or decrease the aggregate number of authorized shares of capital stock or the number of authorized shares of capital stock of any class or series without stockholder approval. After our stockholders purchase shares of our common stock, our Board may elect, without stockholder approval, to: (1) sell additional shares of these classes of shares, or future classes of shares in our current or future public offerings; (2) issue equity interests in private offerings; (3) issue shares upon the exercise of the options we may grant to our independent directors or future employees; (4) issue shares to our advisor, its successors or assigns, in payment of an outstanding fee obligation; or (5) issue shares to sellers of properties we acquire in connection with an exchange of limited partnership interests of our operating partnership. To the extent we issue additional shares after a stockholder’s purchase, such stockholder will not experience dilution in the value of their shares given that each class of our common stock is valued daily based on our NAV. However, to the extent we issue additional shares after a stockholder’s purchase, such stockholder’s percentage ownership interest will be diluted.
Our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price to our stockholders.
Our charter, with certain exceptions, authorizes our Board to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted prospectively or retroactively by our Board, no person may beneficially or constructively own more than 9.8% in value or number of shares, whichever is more restrictive, of our outstanding capital stock or more than 9.8% in value or number of shares, whichever is more restrictive, of our outstanding common stock pursuant to our charter. A person that did not acquire beneficially or constructively more than the applicable ownership limitations may become subject to such restrictions if redemptions by other stockholders cause such person’s holdings to exceed the applicable limits. Our ownership limitations may have the effect of delaying, deferring or preventing a change in control of the Company, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for our stockholders.
Our charter permits our Board to authorize the issuance of stock with terms that may subordinate the rights of the holders of our common stock or discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.
Subject to its fiduciary duties to stockholders, our Board may classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption of any such stock without stockholder approval. Thus, our Board in the exercise of its business judgment could authorize the issuance of preferred stock with terms and conditions that could have priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Such preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might otherwise provide a premium price to holders of our common stock.
The power of our Board to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders.
Our organizational documents permit our Board to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if our Board determines that it is no longer in our best interest to continue to qualify as a REIT. In such a case, we would become subject to U.S. federal, state and local income tax on our net taxable income and we would no longer be
required to distribute most of our net taxable income to our stockholders, which could have adverse consequences on the total return to holders of our common stock.
Our rights and the rights of our stockholders to recover claims against our directors and officers are limited, which could reduce our stockholders’ and our recovery against them if they cause us to incur losses.
The Maryland General Corporation Law (“MGCL”) provides that a director will not have any liability in such capacity if he or she performs his or her duties in accordance with the applicable standard of conduct. In addition, subject to any limitations required by the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association (which we refer to as the “NASAA REIT Guidelines”), Maryland law and our charter provide that no director or officer shall be liable to us or our stockholders for monetary damages unless the director or officer (1) actually received an improper benefit or profit in money, property or services or (2) was actively and deliberately dishonest as established by a final judgment. Moreover, our charter requires us to indemnify our directors and officers, subject to any limitations required by the NASAA REIT Guidelines and Maryland law. As a result, we and our stockholders may have more limited rights against our directors or officers than might otherwise exist under common law, which could reduce our stockholders’ and our recovery from these persons if they act in a manner that causes us to incur losses.
Certain provisions of Maryland law could inhibit transactions or changes of control under circumstances that could otherwise provide stockholders with the opportunity to realize a premium.
Certain provisions of the MGCL applicable to us prohibit business combinations with:
any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding voting stock, which we refer to as an “interested stockholder;”
an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was an interested stockholder; or
an affiliate of an interested stockholder.
These prohibitions last for five years after the most recent date on which the interested stockholder became an interested stockholder. Thereafter, any business combination with the interested stockholder or an affiliate of the interested stockholder must be recommended by our Board and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of outstanding shares of our voting stock, and two-thirds of the votes entitled to be cast by holders of our outstanding shares other than shares of voting stock held by the interested stockholder. These requirements could have the effect of inhibiting a change in control even if a change in control were in our stockholders’ best interests. These provisions of Maryland law do not apply, however, to business combinations that are approved or exempted by our Board prior to the time that someone becomes an interested stockholder.
Our Umbrella Partnership Real Estate Investment Trust (“UPREIT”) structure may result in potential conflicts of interest with limited partners in our operating partnership whose interests may not be aligned with those of our stockholders.
Our directors and officers have duties to our corporation and our stockholders under Maryland law in connection with their management of the corporation. At the same time, we, as general partner, have fiduciary duties under Delaware law to our operating partnership and to the limited partners in connection with the management of our operating partnership. If we admit outside limited partners to our operating partnership, our duties as general partner of our operating partnership and its partners may come into conflict with the duties of our directors and officers to the corporation and our stockholders. Under Delaware law, a general partner of a Delaware limited partnership owes its limited partners the duties of good faith and fair dealing. Other duties, including fiduciary duties, may be modified or eliminated in the partnership’s partnership agreement. The partnership agreement of our operating partnership provides that, for so long as we own a controlling interest in our operating partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or the limited partners will be resolved in favor of our stockholders.
Additionally, the partnership agreement expressly limits our liability by providing that we and our officers, directors, agents and employees, will not be liable or accountable to our operating partnership for losses sustained, liabilities incurred or benefits not derived if we or our officers, directors, agents or employees acted in good faith. In addition, our operating partnership is required to indemnify us and our officers, directors, employees, agents and designees to the extent permitted by applicable law from and against any and all claims arising from operations of our operating partnership, unless it is established that: (1) the act or omission was committed in bad faith, was fraudulent or was the result of active and deliberate dishonesty; (2) the indemnified party received an improper personal benefit in money, property or services; or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful.
The provisions of Delaware law that allow the fiduciary duties of a general partner to be modified by a partnership agreement have not been tested in a court of law,10-K, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict our fiduciary duties.
If we seek to internalize our management functions, we may be unable to obtain key personnel, which could adversely affect our operations and the value of an investment.
If our Board determines that it is in our best interest to internalize our management functions, certain key employees of the advisor may not become our employees, but may instead remain employees of our advisor or its affiliates. An inability to manage an internalization transaction effectively could thus result in our incurring additional costs, including potentially significant litigation costs; or experiencing operational issues that could divert our management’s attention from management of our assets and negatively impact the value of an investment.
An investment return may be reduced if we are deemed to be an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”).
We do not intend, or expect to be required, to register as an investment company under the Investment Company Act. Rule 3a-1 under the Investment Company Act generally provides that an issuer will not be deemed to be an “investment company” provided that (1) it does not hold itself out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting or trading securities and (2) no more than 45% of the value of its assets (exclusive of government securities and cash items) and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from securities other than government securities, securities issued by employees’ securities companies, securities issued by certain majority owned subsidiaries of such company and securities issued by certain companies that are controlled primarily by such company. If we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:
limitations on capital structure;
restrictions on specified investments;
requirements that we add directors who are independent of us, our advisor and its affiliates;
restrictions or prohibitions on retaining earnings;
restrictions on leverage or senior securities;
restrictions on unsecured borrowings;
requirements that our income be derived from certain types of assets;
prohibitions on transactions with affiliates; and
compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.
If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.
Registration with the SEC as an investment company would be costly, would subject our company to a host of complex regulations, and would divert the attention of management from the conduct of our business. In addition, the purchase of real estate that does not fit our investment guidelines and the purchase or sale of investment securities or other assets to preserve our status as a company not required to register as an investment company could materially adversely affect our NAV, the amount of funds available for investment, and our ability to pay distributions to our stockholders.
General Risks Related to Real Estate Assets
To the extent we acquire industrial properties, the demand for and profitability of our industrial properties may be adversely affected by fluctuations in manufacturing activity in the United States.
We may acquire industrial properties that share some of the same core characteristics as our other commercial properties. To the extent we acquire industrial properties, such properties may be adversely affected if manufacturing activity decreases in the United States. Trade agreements with foreign countries have given employers the option to utilize less expensive non-U.S. manufacturing workers. The outsourcing of manufacturing functions could lower the demand for our industrial properties. Moreover, an increase in the cost of raw materials or decrease in the demand for housing could cause a slowdown in
manufacturing activity, such as furniture, textiles, machinery and chemical products, and our profitability may be adversely affected.
If a major tenant declares bankruptcy, we may be unable to collect balances due under relevant leases, which could have a material adverse effect on our financial condition and ability to pay distributions to our stockholders.
The bankruptcy or insolvency of our tenants may adversely affect the income produced by our properties. Under bankruptcy law, a tenant cannot be evicted solely because of its bankruptcy and has the option to assume or reject any unexpired lease. If the tenant rejects the lease, any resulting claim we have for breach of the lease (excluding collateral securing the claim) will be treated as a general unsecured claim. Our claim against the bankrupt tenant for unpaid and future rent will be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease, and it is unlikely that a bankrupt tenant that rejects its lease would pay in full amounts it owes us under the lease. Even if a lease is assumed and brought current, we still run the risk that a tenant could condition lease assumption on a restructuring of certain terms, including rent, that would have an adverse impact on us. Any shortfall resulting from the bankruptcy of one or more of our tenants could adversely affect our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our common stock.
In addition, the financial failure of, or other default by, one or more of the tenants to whom we have exposure could have an adverse effect on the results of our operations. While we evaluate the creditworthiness of our tenants by reviewing available financial and other pertinent information, there can be no assurance that any tenant will be able to make timely rental payments or avoid defaulting under its lease. If any of our tenants’ businesses experience significant adverse changes, they may fail to make rental payments when due, close a number of stores, exercise early termination rights (to the extent such rights are available to the tenant) or declare bankruptcy. A default by a significant tenant or multiple tenants could cause a material reduction in our revenues and operating cash flows. In addition, if a tenant defaults, we may incur substantial costs in protecting our assets.
If a sale-leaseback transaction is re-characterized in a tenant’s bankruptcy proceeding, our financial condition could be adversely affected.
We may enter into sale-leaseback transactions, whereby we would purchase a property and then lease the same property back to the person from whom we purchased it. In the event of the bankruptcy of a tenant, a transaction structured as a sale-leaseback might be re-characterized as either a financing or a joint venture, either of which outcomes could adversely affect our financial condition, cash flow and the amount available for distributions to our stockholders.
If the sale-leaseback were re-characterized as a financing, we would not be considered the owner of the property, and as a result would have the status of a creditor in relation to the tenant. In that event, we would no longer have the right to sell or encumber our ownership interest in the property. Instead, we would have a claim against the tenant for the amounts owed under the lease, with the claim arguably secured by the property. The tenant/debtor might have the ability to propose a plan restructuring the term, interest rate and amortization schedule of its outstanding balance. If confirmed by the bankruptcy court, we could be bound by the new terms, and prevented from foreclosing our lien on the property. If the sale-leaseback were re-characterized as a joint venture, our lessee and we could be treated as co-venturers with regard to the property. As a result, we could be held liable, under some circumstances, for debts incurred by the lessee relating to the property.
We have assumed, and may in the future assume, liabilities in connection with our property acquisitions, including unknown liabilities.
In connection with the acquisition of properties, we may assume existing liabilities, some of which may have been unknown or unquantifiable at the time of the transaction. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims of tenants or other persons dealing with the sellers prior to our acquisition of the properties, tax liabilities, and accrued but unpaid liabilities whether incurred in the ordinary course of business or otherwise. If the magnitude of such unknown liabilities is high, either singly or in the aggregate, it could adversely affect our business, financial condition, liquidity and results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our common stock.
We are primarily dependent on single-tenant leases for our revenue and, accordingly, if we are unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease space as leases expire on favorable terms or at all, our financial condition could be adversely affected.
Our portfolio is primarily comprised of freestanding, single-tenant commercial properties that are net leased to a single tenant. Therefore, the financial failure of, or other default in payment by, a single tenant under its lease may cause a significant reduction
in our operating cash flows from that property and could cause a significant reduction in our revenues. In addition, to the extent that we enter into a master lease with a particular tenant, the termination of such master lease could affect each property subject to the master lease, resulting in the loss of revenue from all such properties.
We cannot assure our stockholders that our leases will be renewed or that we will be able to lease or re-lease the properties on favorable terms, or at all, or that lease terminations will not cause us to sell the properties at a loss. Any of our properties that incur a vacancy could be difficult to re-lease or sell. We have and may continue to experience vacancies either by the continued default of a tenant under its lease or the expiration of one of our leases. Upon the expiration of leases at our properties, we may be required to make rent or other concessions to tenants, or accommodate requests for renovations, build-to-suit remodeling and other improvements, in order to retain and attract tenants. Certain of our properties may be specifically suited to the particular needs of a tenant (e.g., a retail bank branch or distribution warehouse) and major renovations and expenditures may be required in order for us to re-lease the space for other uses. If the vacancies continue for a long period of time, we may suffer reduced revenues, resulting in less cash available for distribution to our stockholders. If we are unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease space as leases expire on favorable terms or at all, our financial condition could be adversely affected.
We are subject to geographic and industry concentrations that make us more susceptible to adverse events with respect to certain geographic areas or industries.
As of December 31, 2019, we derived approximately:
13% and 10% of our 2019 gross annualized rental revenues from tenants in Ohio and Arizona, respectively; and
16% and 10% of our 2019 gross annualized rental revenues from tenants in the manufacturing and grocery industries, respectively.
Any adverse change in the financial condition of a tenant to whom we may have a significant credit concentration now or in the future, or any downturn of the economy in any state or industry in which we may have a significant credit concentration now or in the future, could result in a material reduction of our cash flows or material losses to us.
Our portfolio of properties includes retail properties. Our performance, therefore, is linked to the market for retail space generally and a downturn in the retail market could have an adverse effect on the value of an investment in our common stock.
The market for retail space has been and could be adversely affected by weaknesses in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, excess amounts of retail space in a number of markets and competition for tenants with other shopping centers in our markets. Customer traffic to these shopping areas may be adversely affected by the closing of stores in the same shopping center, or by a reduction in traffic to these stores resulting from a regional economic downturn, a general downturn in the local area where our store is located, or a decline in the desirability of the shopping environment of a particular shopping center. A reduction in customer traffic could have a material adverse effect on our business, financial condition and results of operations.
Adverse economic, regulatory and geographical conditions that have an impact on the real estate market in general may prevent us from being profitable or from realizing growth in the value of our real estate properties, and could have a significant negative impact on us.
We are subject to risks generally attributable to the ownership of real property, including:
changes in global, national, regional or local economic, demographic or capital market conditions (including as a result of the outbreak of the novel strain of coronavirus (“COVID-19”) that began in the fourth quarter of 2019);
current and future adverse national real estate trends, including increasing vacancy rates, which may negatively impact resale value, declining rental rates and general deterioration of market conditions;
changes in supply of or demand for similar properties in a given market or metropolitan area that will result in changes in market rental rates or occupancy levels;
increased competition for real property assets targeted by our investment strategy;
bankruptcies, financial difficulties or lease defaults by our tenants;
changes in interest rates and availability of financing; and
changes in government rules, regulations and fiscal policies, including changes in tax, real estate, environmental and zoning laws.
The outbreak of COVID-19 that began in the fourth quarter of 2019 has led to an economic slowdown in the United States and could likely lead to a recession. During periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases. The extent to which federal, state or local governmental authorities grant rent relief or other relief or enact amnesty programs applicable to our tenants in response to the COVID-19 outbreak will exacerbate the negative impacts that a slow down or recession will have on us. If we cannot operate our properties so as to meet our financial expectations, because of these or other risks, we may be prevented from being profitable or growing the values of our real estate properties, and our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions to our stockholders may be significantly negatively impacted.
All of these factors are beyond our control. Any negative changes in these factors could affect our ability to meet our obligations and make distributions to stockholders.
We face risks associated with property acquisitions, which may adversely impact our ability to pay distributions and the value of an investment in our common stock.
We intend to acquire properties and portfolios of properties, including large portfolios that will increase our size and result in changes to our capital structure. Our acquisition activities and their success are subject to the following risks:
we may be unable to complete an acquisition after making a non-refundable deposit and incurring certain other acquisition-related costs;
we may be unable to obtain financing for acquisitions on favorable terms or at all;
acquired properties may fail to perform as expected;
the actual costs of repositioning or redeveloping acquired properties may be greater than our estimates;
acquired properties may be located in new markets in which we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area and unfamiliarity with local governmental and permitting procedures; and
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations.
These acquisition risks may reduce our ability to pay distributions and may negatively impact the value of an investment in our common stock.
Many of our assets are public places such as shopping centers. Because these assets are public places, crimes, violence and other incidents beyond our control may occur, which could result in a reduction of business traffic at our properties and could expose us to civil liability.
Because many of our assets are open to the public, they are exposed to a number of incidents that may take place within their premises and that are beyond our control or our ability to prevent, which may harm our consumers and visitors. Some of our assets may be located in large urban areas, which can be subject to elevated levels of crime and urban violence. If violence escalates, we may lose tenants or be forced to close our assets for some time. If any of these incidents were to occur, the relevant asset could face material damage to its image and the property could experience a reduction of business traffic due to lack of confidence in the premises’ security. In addition, we may be exposed to civil liability and be required to indemnify the victims, which could adversely affect us. Should any of our assets be involved in incidents of this kind, our business, financial condition and results of operations could be adversely affected.
Increased competition from alternative retail channels could adversely impact our retail tenants’ profitability and ability to make timely lease payments to us.
Traditional retailers face increasing competition from alternative retail channels, including factory outlet centers, wholesale clubs, mail order catalogs, television shopping networks and various forms of e-commerce.
The increasing competition from such alternative retail channels could adversely impact our retail tenants’ profitability and ability to make timely lease payments to us. If our retail tenants are unable to make timely lease payments to us, our operating cash flows could be adversely affected.
The market environment may adversely affect our operating results, financial condition and ability to pay distributions to our stockholders.
Any deterioration of domestic or international financial markets could impact the availability of credit or contribute to rising costs of obtaining credit and therefore, could have the potential to adversely affect the value of our assets, the availability or the terms of financing, our ability to make principal and interest payments on, or refinance, any indebtedness and/or, for our leased properties, the ability of our tenants to enter into new leasing transactions or satisfy their obligations, including the payment of rent, under existing leases. The market environment also could affect our operating results and financial condition as follows:
Debt Markets — The debt market is sensitive to the macro environment, such as Federal Reserve policy, market sentiment, or regulatory factors affecting the banking and CMBS industries. Should overall borrowing costs increase, due to either increases in index rates or increases in lender spreads, our operations may generate lower returns.
Real Estate Markets — The properties we acquire could substantially decrease in value after we purchase them. Consequently, we may not be able to recover the carrying amount of our properties, which may require us to recognize an impairment charge or record a loss on sale in our earnings.
Uninsured losses or losses in excess of our insurance coverage could materially adversely affect our financial condition and cash flows, and there can be no assurance as to future costs and the scope of coverage that may be available under insurance policies.
We carry comprehensive liability, fire, extended coverage, and rental loss insurance covering all of the properties in our portfolio under one or more blanket insurance policies with policy specifications, limits and deductibles customarily carried for similar properties. In addition, we carry professional liability and directors’ and officers’ insurance, and cyber liability insurance. While we select policy specifications and insured limits that we believe are appropriate and adequate given the relative risk of loss, insurance coverages provided by tenants, the cost of the coverage and industry practice, there can be no assurance that we will not experience a loss that is uninsured or that exceeds policy limits. In addition, we may reduce or discontinue terrorism, earthquake, flood or other insurance on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. Our title insurance policies may not insure for the current aggregate market value of our portfolio, and we do not intend to increase our title insurance coverage as the market value of our portfolio increases.
Further, we do not carry insurance for certain losses, including, but not limited to, losses caused by riots or acts of war. Certain types of losses may be either uninsurable or not economically insurable, such as losses due to earthquakes, riots or acts of war. If we experience a loss that is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. In addition, we carry several different lines of insurance, placed with several large insurance carriers. If any one of these large insurance carriers were to become insolvent, we would be forced to replace the existing insurance coverage with another suitable carrier, and any outstanding claims would be at risk for collection. In such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms. As a result of any of the situations described above, our financial condition and cash flows may be materially and adversely affected.
We may be unable to secure funds for future leasing commissions, tenant improvements or capital needs, which could adversely impact our ability to pay cash distributions to our stockholders.
When tenants do not renew their leases or otherwise vacate their space, it is usual that, in order to attract replacement tenants, we will be required to expend substantial funds for leasing commissions, tenant improvements and tenant refurbishments to the vacated space. In addition, although we expect that our leases with tenants will require tenants to pay
routine property maintenance costs and other expenses, we could be responsible for any major structural repairs, such as repairs to the foundation, exterior walls and rooftops. If we need additional capital in the future to improve or maintain our properties or for any other reason, we will have to obtain funds from available sources, if any, including operating cash flows, borrowings sales from offerings of our securities, or property sales. The use of cash from these sources may reduce the amount of capital we have available to acquire real estate, negatively impact the value of an investment in our common stock and reduce overall return. If additional capital is not available, this may adversely impact the value of the properties and our ability to attract new tenants.
We may be unable to successfully expand our operations into new markets.
Each of the risks described in the previous risk factors that are applicable to our ability to acquire and successfully integrate and operate properties in the markets in which our properties are located are also applicable to our ability to acquire and successfully integrate and operate properties in new markets. In addition to these risks, we may not possess the same level of familiarity with the dynamics and market conditions of certain new markets that we may enter, which could adversely affect our ability to expand into those markets. We may be unable to build a significant market share or achieve a desired return on our assets in new markets. If we are unsuccessful in expanding into new markets, it could have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our common stock.
We face significant competition for tenants for our properties, which may impact our ability to attract and retain tenants at reasonable rent levels.
We face significant competition from owners, operators and developers of retail real estate properties. Substantially all of our properties face competition from similar properties in the same market. This competition may affect our ability to attract and retain tenants and may reduce the rents we are able to charge. These competing properties may have vacancy rates higher than our properties, which may result in their owners being willing to lease available space at lower prices than the space in our properties. Due to such competition, the terms and conditions of any lease that we enter into with our tenants may vary substantially from those we describe in this prospectus.
We may face potential difficulties or delays renewing leases or re-leasing space, which could adversely impact our cash flows and our ability to pay distributions.
We derive a significant portion of our rental income from rent received from our tenants. We seek to lease the rentable square feet at our real estate properties to creditworthy tenants. However, if a tenant experiences a downturn in its business or other types of financial distress, it may be unable to make timely rental payments. Also, when our tenants decide not to renew their leases or terminate early, we may not be able to re-let the space. Even if tenants decide to renew or lease new space, the terms of renewals or new leases, including the cost of required renovations or concessions to tenants, may be less favorable to us than current lease terms. As a result, our net income or loss and ability to pay distributions to stockholders could be materially adversely affected. In addition, the presence of hazardous or toxic substances on our real estate properties may adversely affect our ability to lease such property.
We are exposed to inflation risk as income from long-term leases is the primary source of our cash flows from operations.
We are exposed to inflation risk, as income from long-term leases will be the primary source of our cash flows from operations. Leases of long-term duration or which include renewal options that specify a maximum rate increase may result in below-market lease rates over time if we do not accurately estimate inflation or market lease rates. Provisions of our leases designed to mitigate the risk of inflation and unexpected increases in market lease rates, such as periodic rental increases, may not adequately protect us from the impact of inflation or unexpected increases in market lease rates. If we are subject to below-market lease rates on a significant number of our properties pursuant to long-term leases, our cash flow from operations and financial position may be adversely affected.
We may have difficulty selling our real estate properties, which may limit our flexibility and ability to pay distributions.
Because real estate assets are relatively illiquid, it could be difficult for us to promptly sell one or more of our real estate properties on favorable terms. This may limit our ability to change our portfolio promptly in response to adverse changes in the performance of any such property or economic or market trends. In addition, federal tax laws that impose a 100% excise tax on gains from sales of dealer property by a REIT (generally, property held for sale, rather than investment) could limit our ability to sell properties and may affect our ability to sell properties without adversely affecting returns to our stockholders. These restrictions could adversely affect our ability to achieve our investment objectives.
Our properties where the underlying tenant has a below investment grade credit rating, as determined by major credit rating agencies, or has an unrated tenant may have a greater risk of default.
As of December 31, 2019, approximately 67.9% of our tenants were not rated or did not have an investment grade credit rating from a major ratings agency or were not affiliates of companies having an investment grade credit rating. Our properties with such tenants may have a greater risk of default and bankruptcy than properties leased exclusively to investment grade tenants. When we acquire properties where the tenant does not have a publicly available credit rating, we will use certain credit assessment tools as well as rely on our own estimates of the tenant’s credit rating which includes reviewing the tenant’s financial information (e.g., financial ratios, net worth, revenue, cash flows, leverage and liquidity, if applicable). If our ratings estimates are inaccurate, the default or bankruptcy risk for the subject tenant may be greater than anticipated. If our lender or a credit rating agency disagrees with our ratings estimates, we may not be able to obtain our desired level of leverage or our financing costs may exceed those that we projected. This outcome could have an adverse impact on our returns on that asset and hence our operating results.
We may acquire or finance properties with lock-out provisions, which may prohibit us from selling a property or may require us to maintain specified debt levels for a period of years on some properties.
A lock-out provision is a provision that prohibits the prepayment of a loan during a specified period of time. Lock-out provisions may include terms that provide strong financial disincentives for borrowers to prepay their outstanding loan balance. If a property is subject to a lock-out provision, we may be materially restricted from or delayed in selling or otherwise disposing of or refinancing such property. Lock-out provisions may prohibit us from reducing the outstanding indebtedness with respect to any properties, refinancing such indebtedness at maturity, or increasing the amount of indebtedness with respect to such properties. Lock-out provisions could impair our ability to take other actions during the lock-out period that could be in the best interests of our stockholders and, therefore, may have an adverse impact on the value of our shares relative to the value that would result if the lock-out provisions did not exist. In particular, lock-out provisions could preclude us from participating in major transactions that could result in a disposition of our assets or a change in control even though that disposition or change in control might be in the best interests of our stockholders.
In the event we obtain options to acquire real estate properties, we may lose the amount paid for such options whether or not the underlying property is purchased.
We may obtain options to acquire certain real estate properties. The amount paid for an option, if any, is normally surrendered if the property is not purchased and may or may not be credited against the purchase price if the property is purchased. Any unreturned option payments will reduce the amount of cash available for further acquisitions or distributions to our stockholders.
Our properties may be subject to impairment charges.
We routinely evaluate our real estate assets for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors such as market conditions, tenant performance and lease structure. For example, the early termination of, or default under, a lease by a tenant may lead to an impairment charge. Since our focus is on properties net leased to a single tenant, the financial failure of, or other default by, a single tenant under its lease may result in a significant impairment loss. If we determine that an impairment has occurred, we would be required to make a downward adjustment to the net carrying value of the property, which could have a material adverse effect on our results of operations in the period in which the impairment charge is recorded. Negative developments in the real estate market may cause management to reevaluate the business and macro-economic assumptions used in its impairment analysis. Changes in management’s assumptions based on actual results may have a material impact on the Company’s financial statements.
We may obtain only limited warranties when we purchase a property and typically have only limited recourse in the event our due diligence did not identify any issues that lower the value of our property.
The seller of a property often sells such property in its “as is” condition on a “where is” basis and “with all faults,” without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. The purchase of properties with limited warranties increases the risk that we may lose some or all of our invested capital in the property.
Joint ventures could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of co-venturers and disputes between us and our co-venturers.
We have invested, and may continue to co-invest in the future, with third parties through partnerships or other entities, which we collectively refer to as joint ventures, acquiring non-controlling interests in or sharing responsibility for managing the affairs of the joint venture. In such event, we would not be in a position to exercise sole decision-making authority regarding the joint venture. Investments in joint ventures may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their required capital contributions. Co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the co-venturer would have full control over the joint venture. Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with co-venturers might result in subjecting properties owned by the joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our co-venturers.
In addition, our current joint venture is, and additional joint ventures may be, considered variable interest entities, which may not be consolidated for purposes of financial reporting and may be reflected under the equity method of accounting on our balance sheets contained in our annual and quarterly reports. Consequently, this non-consolidation could be material for the purpose of analyzing our financial position.
Terrorist attacks, acts of violence or war or public health crises may affect the markets in which we operate and have a material adverse effect on our financial condition, results of operations and ability to pay distributions to our stockholders.
The strength and profitability of our business depends on demand for and the value of our properties. Terrorist attacks, acts of war and public health crises (including the recent COVID-19 outbreak) may result in declining economic activity, which could harm the demand for and the value of our properties and may negatively affect our operations and our stockholders’ investments. We may acquire real estate assets located in areas that are susceptible to terrorist attacks or acts of war. These attacks may directly impact the value of our assets through damage, destruction, loss or increased security costs. Although we may obtain terrorism insurance, we may not be able to obtain sufficient coverage to fund any losses we may incur. Risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Further, certain losses resulting from these types of events are uninsurable or not insurable at reasonable costs.
More generally, any terrorist attack, other act of violence or war, or public health crisis (such as the COVID-19 outbreak) could result in increased volatility in, or damage to, the United States and worldwide financial markets and economy, all of which could adversely affect our tenants’ ability to pay rent on their leases or our ability to borrow money or issue capital stock at acceptable prices, which could have a material adverse effect on our financial condition, results of operations and ability to pay distributions to our stockholders.
Pandemics or other health crises may adversely affect our business and/or operations, our tenants’ financial condition and the profitability of our retail properties.
Our business and/or operations and the businesses of our tenants could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the recent outbreak of COVID-19.
The profitability of our retail properties depends, in part, on the willingness of customers to visit our tenants’ businesses. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could cause employees or customers to avoid our properties, which could adversely affect foot traffic to our tenants’ businesses and our tenants’ ability to adequately staff their businesses. Such events could adversely impact tenants’ sales and/or cause the temporary closure or slowdown of our tenants’ businesses, which could severely disrupt their operations and have a material adverse effect on our business, financial condition and results of operations. Similarly, the potential effects of quarantined employees of office tenants may adversely impact their businesses and affect their ability to pay rent on a timely basis.
We are subject to risks that affect the retail real estate environment generally.
Our business has historically focused on retail real estate. As such, we are subject to certain risks that can affect the ability of our retail properties to generate sufficient revenue to meet our operating and other expenses, including debt service, to make capital expenditures and to make distributions to our shareholders. We face continuing challenges because of changing consumer preferences and because the conditions in the economy affect employment growth and cause fluctuations and variations in retail sales and in business and consumer confidence and consumer spending on retail goods. In general, a number
of factors can negatively affect the income generated by a retail property or the value of a property, including: a downturn in the national, regional or local economy; a decrease in employment or consumer confidence or spending; increases in operating costs, such as common area maintenance, real estate taxes, utility rates and insurance premiums; higher energy or fuel costs resulting from adverse weather conditions, natural disasters, geopolitical concerns, terrorist activities and other factors; changes in interest rate levels and the cost and availability of financing; a weakening of local real estate conditions, such as an oversupply of, or a reduction in demand for, retail space or retail goods, and the availability and creditworthiness of current and prospective tenants; trends in the retail industry; seasonality; changes in perceptions by retailers or shoppers of the safety, convenience and attractiveness of a retail property; perceived changes in the convenience and quality of competing retail properties and other retailing options such as internet shopping or other strategies, such as using smartphones or other technologies to determine where to make and to assist in making purchases; the ability of our tenants to meet shoppers’ demands for quality, variety, and product availability, which may be impacted by supply chain disruptions; and changes in laws and regulations applicable to real property, including tax and zoning laws. For example, in early 2020, a global outbreak of COVID-19 occurred, leading to travel restrictions and plant shutdowns, all of which have impacted, and could continue to impact, our tenants’ supply chains and, ultimately, retail product availability. Fears related to this COVID-19 outbreak have impacted, and may continue to impact, shoppers’ willingness to visit our retail properties, and the continued spread of the virus has resulted in property shutdowns and may result in additional shutdowns of our retail properties, particularly in certain geographies reporting increasing diagnoses of the virus or related illnesses. The extent of the outbreak and its impact on our tenants and our operations is uncertain, but a prolonged outbreak could continue to have a material impact.
Changes in one or more of the aforementioned factors can lead to a decrease in the revenue or income generated by our properties and can have a material adverse effect on our financial condition and results of operations. Many of these factors could also specifically or disproportionately affect one or more of our tenants, which could decrease operating performance, reduce property revenue and affect our results of operations. If the estimated future cash flows related to a particular property are significantly reduced, we may be required to reduce the carrying value of the property.
Downturns in the retail industry likely will have a direct adverse impact on our revenues and cash flow.
Our retail properties currently owned consist primarily of necessity retail properties and anchored shopping centers. Our retail performance therefore is generally linked to economic conditions in the market for retail space. The market for retail space could be adversely affected by any of the following:
weakness in the national, regional and local economies, and declines in consumer confidence which could adversely impact consumer spending and retail sales and in turn tenant demand for space and could lead to increased store closings;
changes in market rental rates;
changes in demographics (including the number of households and average household income) surrounding our shopping centers;
adverse financial conditions for anchored shopping centers and other retail, service, medical or restaurant tenants;
continued consolidation in the retail and grocery sector;
excess amount of retail space in our markets;
reduction in the demand by tenants to occupy our shopping centers as a result of reduced consumer demand for certain retail formats;
increase in e-commerce and alternative distribution channels may negatively affect out tenant sales or decrease the square footage our tenants require and could lead to margin pressure on our anchored shopping centers, which could lead to store closures;
the impact of an increase in energy costs on consumers and its consequential effect on the number of shopping visits to our centers;
a pandemic or other health crisis, such as the recent outbreak of COVID-19; and
consequences of any armed conflict involving, or terrorist attack against, the United States.
To the extent that any of these conditions occur, they are likely to impact market rents for retail space, occupancy in our retail properties, our ability to sell, acquire or develop retail properties, and our cash available for distributions to stockholders.
Costs of complying with environmental laws and regulations may adversely affect our income and the cash available for any distributions.
Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. We could be subject to liability in the form of fines or damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid hazardous materials, the remediation of contaminated property associated with the disposal of solid and hazardous materials and other health and safety-related concerns.
From time to time, we may acquire properties, or interests in properties, with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return. In such an instance, we will estimate the costs of environmental investigation, clean-up and monitoring, and factor them into the amount we will pay for such properties. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties.
In some instances, our advisor may rely on third party property managers to operate our properties and leasing agents to lease vacancies in our properties.
Under our advisory agreement, our advisor is obligated to manage our properties and find tenants to lease our vacant properties. We expect that, in some instances, our advisor will rely on third party property managers and leasing agents. The third party property managers will have significant decision-making authority with respect to the management of our properties. Our ability to direct and control how our properties are managed may be limited. We will not supervise any of the property managers or leasing agents or any of their respective personnel on a day-to-day basis. Thus, the success of our business may depend in part on the ability of our third party property managers to manage the day-to-day operations and the ability of our leasing agents to lease vacancies in our properties. Any adversity experienced by our property managers or leasing agents could adversely impact the operation and profitability of our properties and, consequently, our ability to achieve our investment objectives, including, without limitation, diversification of our real estate properties portfolio by property type and location, moderate financial leverage, conservative levels of operating risk and an attractive level of current income.
Our net leases may require us to pay property-related expenses that are not the obligations of our tenants.
Under the terms of the majority of our net leases, in addition to satisfying their rent obligations, our tenants will be responsible for the payment or reimbursement of property expenses such as real estate taxes, insurance and ordinary maintenance and repairs. However, under the provisions of certain existing leases and leases that we may enter into in the future with our tenants, we may be required to pay some or all of the expenses of the property, such as the costs of environmental liabilities, roof and structural repairs, real estate taxes, insurance, certain non-structural repairs and maintenance. If our properties incur significant expenses that must be paid by us under the terms of our leases, our business, financial condition and results of operations may be adversely affected and the amount of cash available to meet expenses and to pay distributions to stockholders may be reduced.
Changes in accounting standards may adversely impact our financial condition and/or results of operations.
We are subject to the rules and regulations of the Financial Accounting Standards Board (“FASB”) related to GAAP. Various changes to GAAP are constantly being considered, some of which could materially impact our reported financial condition and/or results of operations. Also, to the extent that public companies in the United States would be required in the future to prepare financial statements in accordance with International Financial Reporting Standards instead of the current GAAP, this change in accounting standards could materially affect our financial condition or results of operations.
Compliance with the Americans with Disabilities Act of 1990, as amended, and fire, safety and other regulations may require us to make unanticipated expenditures that could significantly reduce the cash available for distributions on our common stock.
Our properties are subject to regulation under federal laws, such as the Americans with Disabilities Act of 1990, as amended (the “ADA”), pursuant to which all public accommodations must meet federal requirements related to access and use by disabled persons. Although we believe that our properties substantially comply with present requirements of the ADA, we have not conducted an audit or investigation of all of our properties to determine our compliance. If one or more of our properties or future properties are not in compliance with the ADA, we might be required to take remedial action, which would require us to incur additional costs to bring the property into compliance. Noncompliance with the ADA could also result in imposition of fines or an award of damages to private litigants.
Additional federal, state and local laws also may require modifications to our properties or restrict our ability to renovate our properties. We cannot predict the ultimate amount of the cost of compliance with the ADA or other legislation.
In addition, our properties are subject to various federal, state and local regulatory requirements, such as state and local earthquake, fire and life safety requirements. If we were to fail to comply with these various requirements, we might incur governmental fines or private damage awards. If we incur substantial costs to comply with the ADA or any other regulatory requirements, our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our common stock could be materially adversely affected. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties.
Risks Associated with Debt Financing
We have incurred mortgage indebtedness and other borrowings, which may increase our business risks, could hinder our ability to make distributions, and decrease the value of our stockholders’ investment.
We have financed, and intend to continue to finance, a portion of the purchase price of properties by borrowing funds. Under our charter, we have a limitation on borrowing which precludes us from borrowing in excess of 300% of the value of our net assets. Net assets for purposes of this calculation are defined to be our total assets (other than intangibles), valued at cost prior to deducting depreciation, reserves for bad debts or other non-cash reserves, less total liabilities. Generally speaking, the preceding calculation is expected to approximate 75% of the cost of our properties before non-cash reserves and depreciation. Our Board, including our independent directors, has adopted a policy limiting our borrowing to 60%, absent special approval by a majority of our independent directors.
In addition, we may incur mortgage debt and pledge some or all of our properties as security for that debt to obtain funds to acquire additional properties or for working capital. We may also obtain lines of credit to provide a flexible borrowing source which generally will allow us to borrow funds to satisfy the REIT tax qualification requirement that we distribute at least 90% of our annual REIT taxable income to our stockholders. Furthermore, we may borrow under lines of credit if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes or avoid taxes on undistributed income.
High debt levels will cause us to incur higher interest charges, which would result in higher debt service payments and could be accompanied by restrictive covenants. If there is a shortfall between the cash flow from a property and the cash flow needed to service mortgage debt on that property, then the amount available for distributions to our stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of an investment in our common stock. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we will recognize taxable income on foreclosure, but we would not receive any cash proceeds. In such event, we may be unable to pay the amount of distributions required in order to qualify and maintain our qualification as a REIT. We may give full or partial guarantees to lenders of recourse mortgage debt to the entities that own our properties. If we provide a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any mortgage contains cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default, our ability to pay cash distributions to our stockholders will be adversely affected, which could result in us losing our REIT status and would result in a decrease in the value of our stockholders’ investment.
If we draw on a line of credit to fund redemptions or for any other reason, our leverage will increase.
We have obtained a line of credit which could provide for a ready source of liquidity to fund redemptions of shares of our common stock, in the event that redemption requests exceed our operating cash flows, liquid assets and net proceeds from our continuous offering. There can be no assurances that we will be able to obtain future lines of credit on reasonable terms given the recent volatility in the capital markets. In addition, we may not be able to obtain additional lines of credit of an appropriate size for our business until such time as we have a substantial portfolio, or at all. If we borrow under a line of credit to fund redemptions of shares of our common stock, our leverage will increase until we receive additional net proceeds from our continuous offering, additional operating cash flows or sell some of our assets to repay outstanding indebtedness.
Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions to our stockholders.
We have incurred, and in the future may incur additional, indebtedness, that bears interest at a variable rate. To the extent that we incur variable rate debt and do not hedge our exposure thereunder, increases in interest rates would increase the amounts payable under such indebtedness, which could reduce our operating cash flows and our ability to pay distributions to our stockholders. In addition, if our existing indebtedness matures or otherwise becomes payable during a period of rising interest rates, we could be required to liquidate one or more of our properties at times that prevent realization of the maximum return on such assets.
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to make payments on and to refinance our indebtedness, and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.
We cannot assure our stockholders that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness or to fund our other liquidity needs.
Additionally, if we incur additional indebtedness in connection with any future deployment of capital or development projects or for any other purpose, our debt service obligations could increase. We may need to refinance all or a portion of our indebtedness before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:
our financial condition and market conditions at the time;
restrictions in the agreements governing our indebtedness;
general economic and capital market conditions;
the availability of credit from banks or other lenders; and
our results of operations
As a result, we may not be able to refinance our indebtedness on commercially reasonable terms, or at all. If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings or proceeds of asset sales or other sources of cash are not available to us, we may not have sufficient cash to enable us to meet all of our obligations. Accordingly, if we cannot service our indebtedness, we may have to take actions such as seeking additional equity, or delaying any strategic acquisitions and alliances or capital expenditures, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or maintain our level of distributions on our common stock.
Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.
When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property or discontinue insurance coverage. In addition, loan documents may limit our ability to replace the property manager or terminate certain operating or lease agreements related to the property. These or other limitations imposed by a lender may adversely affect our flexibility and our ability to pay distributions on our common stock.
If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to make distributions to our stockholders.
Some of our financing arrangements may require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell the particular property. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or sell the particular property at a price sufficient to make the balloon payment. The effect of a refinancing or sale could affect the rate of return to our stockholders and the projected time of disposition of our assets.
Failure to hedge effectively against interest rate changes may materially adversely affect our ability to achieve our investment objectives.
Subject to limitations required to maintain qualification as a REIT, we may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as interest rate cap or collar agreements and interest rate swap agreements. These agreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements and that these arrangements may not be effective in reducing our exposure to interest rate changes. These interest rate hedging arrangements may create additional assets and/or liabilities from time to time that may be held or liquidated separately from the underlying property or loan for which they were originally established. Hedging may reduce the overall returns on our investments. Failure to hedge effectively against interest rate changes may have a material adverse effect on our ability to achieve our investment objectives.
Risks Associated with Real Estate-Related Assets
The real estate-related equity securities in which we may invest are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities.
We may invest in equity securities of both publicly traded and private real estate companies, which involves a higher degree of risk than debt securities due to a variety of factors, including that such investments are subordinate to creditors and are not secured by the issuer’s property. Our investments in real estate-related equity securities will involve special risks relating to the particular issuer of the equity securities, including the financial condition and business outlook of the issuer. Issuers of real estate-related equity securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with real estate, including risks relating to rising interest rates.
The value of the real estate-related securities in which we may invest may be volatile.
The value of real estate-related securities fluctuates in response to issuer, political, market and economic developments. In the short term, equity prices can fluctuate dramatically in response to these developments. Different parts of the market and different types of equity securities can react differently to these developments and they can affect a single issuer, multiple issuers within an industry or economic sector or geographic region or the market as a whole. The real estate industry is sensitive to economic downturns. The value of securities of companies engaged in real estate activities can be affected by changes in real estate values and rental income, property taxes, interest rates and tax and regulatory requirements.
CMBS in which we may invest are subject to several types of risks that may adversely impact our performance.
CMBS are bonds that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans. Accordingly, the mortgage-backed securities we invest in are subject to all the risks of the underlying mortgage loans, including the risks of prepayment or default.
In a rising interest rate environment, the value of CMBS may be adversely affected when repayments on underlying mortgage loans do not occur as anticipated, resulting in the extension of the security’s effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. The prices of lower credit quality securities are generally less sensitive to interest rate changes than more highly rated assets but more sensitive to adverse economic downturns or individual issuer developments. A projection of an economic downturn, for example, could cause a decline in the price of lower credit quality securities because the ability of obligors of mortgages underlying CMBS to make principal and interest payments or to refinance may be impaired. In this case, existing credit support in the securitization structure may be insufficient to protect us against loss of our principal on these securities. The value of CMBS also may change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the mortgage securities markets as a whole. In addition, CMBS are subject to the credit risk associated with the performance of the underlying mortgage properties.
CMBS are also subject to several risks created through the securitization process. Certain subordinate CMBS are paid interest only to the extent that there are funds available to make payments. To the extent the collateral pool includes a large percentage of delinquent loans, there is a risk that interest payment on subordinate CMBS will not be fully paid. Subordinate securities of CMBS are also subject to greater risk than those CMBS that are more highly rated.
The mortgage instruments in which we may invest may be impacted by unfavorable real estate market conditions, which could result in losses to us.
If we make investments in mortgage loans or mortgage-backed securities, we will be at risk of loss on those investments, including losses as a result of defaults on mortgage loans. These losses may be caused by many conditions beyond our control, including general prevailing local, national and global economic conditions, economic conditions affecting real estate values, tenant defaults and lease expirations, interest rate levels and the other economic and liability risks associated with real estate described above under the heading “— Risks Related to Investments in Real Estate,” as well as, among other things:
competition from comparable types of properties;
success of tenant businesses;
property management decisions;
changes in use of property;
shift of business processes and functions offshore;
property location and condition;
changes in specific industry segments;
declines in regional or local real estate values, or rental or occupancy rates; and
increases in interest rates, real estate tax rates and other operating expenses.
If we acquire a property by foreclosure following defaults under our mortgage loan investments, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our ability to achieve our investment objectives. We do not know whether the values of the property securing any of our real estate securities investments will remain at the levels existing on the dates we initially make the related investment. If the values of the underlying properties drop, our risk will increase and the values of our interests may decrease.
Delays in liquidating defaulted mortgage loan investments could reduce our investment returns.
If there are defaults under our mortgage loan investments, we may not be able to foreclose on or obtain a suitable remedy with respect to such investments. Specifically, we may not be able to repossess and sell the underlying properties quickly, which could reduce the value of our investment. For example, an action to foreclose on a property securing a mortgage loan is regulated by state statutes and rules and is subject to many of the delays and expenses of lawsuits if the defendant raises defenses or counterclaims. Additionally, in the event of default by a mortgagor, these restrictions, among other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to us on the mortgage loan.
The mezzanine loans in which we may invest will involve greater risks of loss than senior loans secured by income-producing real properties, which may result in losses to us.
We may invest in mezzanine loans that take the form of subordinated loans secured by second mortgages on the underlying real property or loans secured by a pledge of the ownership interests of either the entity owning the real property or the entity that owns the interest in the entity owning the real property. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some or all of our investment. In addition, mezzanine loans may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the real property and increasing the risk of loss of principal.
Interest rate and related risks may cause the value of our real estate-related assets to be reduced.
Interest rate risk is the risk that fixed income securities such as preferred and debt securities, and to a lesser extent dividend paying common stocks, will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the market value of such securities will decline, and vice versa. Our investment in such securities means that the net asset value of our shares may tend to decline if market interest rates rise.
During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below-market interest rate, increase the security’s duration and reduce the
value of the security. This is known as extension risk. During periods of declining interest rates, an issuer may be able to exercise an option to prepay principal earlier than scheduled, which is generally known as “call risk” or “prepayment risk.” If this occurs, we may be forced to reinvest in lower yielding securities. This is known as “reinvestment risk.” Preferred and debt securities frequently have call features that allow the issuer to repurchase the security prior to its stated maturity. An issuer may redeem an obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. These risks may reduce the value of our real estate-related securities investments.
U.S. Federal Income and Other Tax Risks
Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders.
We believe that our prior, current and proposed organization, ownership and method of operation has enabled and will enable us to meet the requirements for qualification and taxation as a REIT. However, we cannot assure stockholders in our common stock that we have qualified or will qualify as such. This is because qualification as a REIT involves the application of highly technical and complex provisions of the Code as to which there are only limited judicial and administrative interpretations and involves the determination of facts and circumstances not entirely within our control. Future legislation, new regulations, administrative interpretations or court decisions may significantly change the tax laws or the application of the tax laws with respect to qualification as a REIT or the federal income tax consequences of such qualification.
If we fail to remain qualified as a REIT in any taxable year, or are determined to have lost our REIT status in a prior year, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because:
we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates; and
unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.
In addition, if we fail to remain qualified as a REIT, we will no longer be required to make distributions. As a result of all these factors, our failure to remain qualified as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect the value of our common stock and the return on an investment in our common stock.
Certain of our business activities are potentially subject to the prohibited transaction tax, which could reduce the return on our stockholders’ investment.
Our ability to dispose of a property during the first few years following its acquisition is restricted to a substantial extent as a result of our REIT status. Whether property is inventory or otherwise held primarily for sale to customers in the ordinary course of a trade or business depends on the particular facts and circumstances surrounding each property. Properties we own, directly or through any subsidiary entity, including CIM Income NAV OP, but generally excluding our taxable REIT subsidiaries, may, depending on how we conduct our operations, be treated as inventory or property held primarily for sale to customers in the ordinary course of a trade or business. Under applicable provisions of the Internal Revenue Code regarding prohibited transactions by REITs, we would be subject to a 100% tax on any gain recognized on the sale or other disposition of any property (other than foreclosure property) that we own, directly or through any subsidiary entity, including CIM Income NAV OP, but generally excluding our taxable REIT subsidiaries, that is deemed to be inventory or property held primarily for sale to customers in the ordinary course of trade or business. Any taxes we pay would reduce our cash available for distribution to our stockholders. Our concern over paying the prohibited transactions tax may cause us to forgo disposition opportunities that would otherwise be advantageous if we were not a REIT. As of December 31, 2019, our dispositions were not subject to the prohibited transaction tax.
Even if we maintain our status as a REIT, we may face other tax liabilities that reduce our cash flows.
Even if we maintain our status as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property and transfer taxes. For example, to the extent we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our stockholders in a calendar year is less than a minimum amount specified under the Code. Further, any
taxable REIT subsidiary (“TRS”) we establish will be subject to regular corporate U.S. federal, state and local taxes. Any of these taxes would decrease cash available for distribution to stockholders.
REIT distribution requirements could adversely affect our liquidity and may force us to borrow funds or sell assets during unfavorable market conditions.
In order to maintain our qualification as a REIT and to meet the REIT distribution requirements, we may need to borrow funds on a short-term basis or sell assets, even if the then-prevailing market conditions are not favorable for these borrowings or sales. Our cash flows from operations may be insufficient to fund required distributions for numerous reasons, including as a result of differences in timing between the actual receipt of income and the recognition of income for U.S. federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt service or amortization payments. The insufficiency of our cash flows to cover our distribution requirements could have an adverse impact on our ability to raise short- and long-term debt or sell equity securities in order to fund distributions required to maintain our qualification as a REIT.
If we fail to invest a sufficient amount of the net proceeds from selling our stock in real estate assets within one year from the receipt of the proceeds, we could fail to continue to qualify as a REIT.
Temporary investment of the net proceeds from sales of our stock in short-term securities and income from such investment generally will allow us to satisfy various REIT income and asset requirements, but only during the one-year period beginning on the date we receive the net proceeds. If we are unable to invest a sufficient amount of the net proceeds from sales of our stock in qualifying real estate assets within such one-year period, we could fail to satisfy one or more of the gross income or asset tests and/or we could be limited to investing all or a portion of any remaining funds in cash or cash equivalents. If we fail to satisfy any such income or asset test, unless we are entitled to relief under certain provisions of the Code, we could fail to continue to qualify as a REIT.
If our operating partnership is treated as a corporation for U.S. federal income tax purposes, we will cease to qualify as a REIT.
As of the date of this Annual Report on Form 10-K, our operating partnership is a disregarded entity for U.S. federal income tax purposes. Our operating partnership will become a partnership for U.S. federal income tax purposes if and when it issues interests to a person other than the Company or an entity disregarded from the Company for tax purposes. As a partnership, our operating partnership would not be subject to U.S. federal income tax on its income. Instead, each of its partners, including us, would be required to take into account its allocable share of the operating partnership’s income. No assurance can be provided, however, that the IRS would not challenge our operating partnership’s status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnership as a corporation for tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, cease to qualify as a REIT. Also, our operating partnership would become subject to U.S. federal, state and local income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.
Dividends payable by REITs generally do not qualify for reduced tax rates available for some dividends.
Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income (but under the Tax Cuts and Jobs Act, U.S. stockholders that are individuals, trusts and estates generally may deduct 20% of ordinary dividends from a REIT for taxable years beginning after December 31, 2017, and before January 1, 2026). Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, to the extent that the preferential rates continue to apply to regular corporate qualified dividends, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs.
Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or to liquidate otherwise attractive assets.
To maintain our qualification as a REIT, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our capital stock. In order to meet these tests, we may be required to forgo acquisitions we might otherwise make. Thus, compliance with the REIT requirements may hinder our performance.
In addition, if we fail to comply with certain asset ownership tests at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive assets. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.
Our ability to dispose of some of our properties may be constrained by their tax attributes.
Federal tax laws may limit our ability to sell properties and this may affect our ability to sell properties without adversely affecting returns to our stockholders. These restrictions may reduce our ability to respond to changes in the performance of our assets and could adversely affect our financial condition and results of operations.
Our ability to dispose of some of our properties is constrained by their tax attributes. Properties which we own for a significant period of time or which we acquire through tax deferred contribution transactions in exchange for partnership interests in our operating partnership often have low tax bases. If we dispose of low-basis properties outright in taxable transactions, we may recognize a significant amount of taxable gain that we must distribute to our stockholders in order to avoid tax, and potentially in order to meet the minimum distribution requirements of the Code for REITs, which in turn would impact our cash flow. To the extent we enter into tax protection agreements with contributors, without incurring additional costs we may be restricted from disposing of properties contributed in exchange for interests in our operating partnership under such tax protection agreements. To dispose of low basis or tax-protected properties efficiently we may use like-kind exchanges, which qualify for non-recognition of taxable gain, but can be difficult to consummate and result in the property for which the disposed assets are exchanged inheriting their low tax bases and other tax attributes (including tax protection covenants).
The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to continue to qualify as a REIT.
We may acquire mezzanine loans, for which the IRS has provided a safe harbor but not rules of substantive law. Pursuant to the safe harbor, if a mezzanine loan meets certain requirements, it will be treated by the IRS as a real estate asset for purposes of the REIT asset tests, and interest derived from the mezzanine loan will be treated as qualifying mortgage interest for purposes of the REIT 75% income test. To the extent that any of our mezzanine loans do not meet all of the requirements for reliance on the safe harbor, such loans may not be real estate assets and could adversely affect our REIT status.
Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code may limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets or to offset certain other positions, if properly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions will likely be treated as non-qualifying income for purposes of one or both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because a domestic TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in a TRS will generally not provide any tax benefit, except for being carried forward against future taxable income of such TRS.
Investments outside the United States could present additional complications to our ability to satisfy the REIT qualification requirements and may subject us to additional taxes.
Operating in functional currencies other than the U.S. dollar and in environments in which real estate transactions are customarily structured differently than they are in the U.S. or are subject to different legal rules may complicate our ability to structure non-U.S. investments in a manner that enables us to satisfy the REIT qualification requirements. In addition, non-U.S. investments may subject us to various non-U.S. tax liabilities, including withholding taxes.
The IRS may take the position that gains from sales of property are subject to a 100% prohibited transaction tax.
We may have to sell assets from time to time to fund redemption requests, to satisfy our REIT distribution requirements, to satisfy other REIT requirements, or for other purposes. It is possible that the IRS may take the position that one or more sales of our properties may be a prohibited transaction, which is a sale of property held by us primarily for sale in the ordinary course of our trade or business. If we are deemed to have engaged in a prohibited transaction, our gain from such sale would be subject to a 100% tax. The Code sets forth a safe harbor under which a REIT may, under certain circumstances, sell property without risking the imposition of the 100% tax, but there is no assurance that we will be able to qualify for the safe harbor. We do not intend to hold property for sale in the ordinary course of business, but there is no assurance that the IRS will not challenge our position, especially if we make frequent sales or sales of property in which we have short holding periods.
Our stockholders may have current tax liability on distributions they elect to reinvest in our common stock.
If our stockholders participate in the DRIP, for U.S. federal income tax purposes they will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. As a result, unless a stockholder is a tax-exempt entity, it may have to use funds from other sources to pay its tax liability on the reinvested distributions.
We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability or reduce our operating flexibility, including the recently passed Tax Cuts and Jobs Act.
In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure our stockholders that any such changes will not adversely affect our taxation and our ability to continue to qualify as a REIT, or the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. Our stockholders are urged to consult with their tax advisor with respect to the impact of recent legislation on their investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares. Although REITs generally receive better tax treatment than entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a regular corporation. As a result, our charter provides our Board with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the vote of our stockholders. Our Board has fiduciary duties to us and our stockholders and could only cause such changes in our tax treatment if it determines in good faith that such changes are in the best interest of our stockholders.
In addition, the Tax Cuts and Jobs Act made significant changes to the U.S. federal income tax rules for taxation of individuals and businesses, generally effective for taxable years beginning after December 31, 2017. The Tax Cuts and Jobs Act made major changes to the Code, including a number of provisions of the Code that affect the taxation of REITs and their stockholders. Among the changes made by the Tax Cuts and Jobs Act are permanently reducing the generally applicable corporate tax rate, generally reducing the tax rate applicable to individuals and other noncorporate taxpayers for tax years beginning after December 31, 2017 and before January 1, 2026, eliminating or modifying certain previously allowed deductions (including substantially limiting interest deductibility and, for individuals, the deduction for non-business state and local taxes), and, for taxable years beginning after December 31, 2017 and before January 1, 2026, providing for preferential rates of taxation through a deduction of up to 20% (subject to certain limitations) on most ordinary REIT dividends and certain trade or business income of non-corporate taxpayers. The Tax Cuts and Jobs Act also imposes new limitations on the deduction of net operating losses and requires us to recognize income for tax purposes no later than when we take it into account on our financial statements, which may result in us having to make additional taxable distributions to our stockholders in order to comply with REIT distribution requirements or avoid taxes on retained income and gains. The Tax Cuts and Jobs Act also made numerous large and small changes to the tax rules that do not affect the REIT qualification rules directly but may otherwise affect us or our stockholders.
While the changes in the Tax Cuts and Jobs Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Internal Revenue Code may have unanticipated effects on us or our stockholders. Moreover, Congressional leaders have recognized that the process of adopting extensive tax legislation in a short amount of time without hearings and substantial time for review is likely to have led to drafting errors, issues needing clarification and unintended consequences that will have to be revisited in subsequent tax legislation. At this point, it is not clear if or when Congress will address these issues or when the IRS will issue administrative guidance on the changes made in the Tax Cuts and Jobs Act.
We urge our stockholders to consult with their own tax advisor with respect to the status of the Tax Cuts and Jobs Act and other legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our common stock.
We may be subject to adverse tax consequences if certain sale-leaseback transactions are not characterized by the IRS as “true leases.”
We may acquire real estate properties and lease them back to the sellers of such properties. In the event the IRS does not characterize such leases as “true leases,” we could be subject to certain adverse tax consequences, including an inability to deduct depreciation expense and cost recovery relating to such property, and under certain circumstances, we could fail to maintain our qualification as a REIT as a result.
Our property taxes could increase due to property tax rate changes or reassessment, which would impact our cash flows.
Even if we continue to qualify as a REIT for U.S. federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. Therefore, the amount of property taxes we pay in the future may increase substantially. If the property taxes we pay increase and if any such increase is not reimbursable under the terms of our lease, then our cash flows will be impacted, which in turn could have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or maintain our level of distributions on our common stock.
Mezzanine loans may not qualify as real estate assets and could adversely affect our status as a REIT.
We may invest in mezzanine loans, for which the IRS has provided a safe harbor, but not rules of substantive law. Pursuant to the safe harbor, if a mezzanine loan meets certain requirements, the IRS will treat the mezzanine loan as a real estate asset for purposes of the REIT asset tests, and interest derived from the mezzanine loan will be treated as qualifying mortgage interest for purposes of the REIT 75% income test. To the extent that any mezzanine loans do not meet all of the requirements for reliance on the safe harbor, such loans may not be real estate assets and could adversely affect our qualification as a REIT.
Non-U.S. stockholders may be subject to U.S. federal withholding tax and may be subject to U.S. federal income tax upon the disposition of our shares.
Gain recognized by a non-U.S. stockholder upon the sale or exchange of our common stock generally will not be subject to U.S. federal income taxation unless such stock constitutes a “U.S. real property interest” (“USRPI”) under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”). Our common stock will not constitute a USRPI so long as we are a “domestically-controlled qualified investment entity.” A domestically-controlled qualified investment entity includes a REIT if at all times during a specified testing period, less than 50% in value of such REIT’s stock is held directly or indirectly by non-U.S. stockholders. We believe that we are a domestically-controlled qualified investment entity. Because our shares may be purchased or will be, or redeemed on any business day, no assurance can be given that we are, have been during the applicable testing period, or will be a domestically-controlled qualified investment entity.
Even if we do not qualify as a domestically-controlled qualified investment entity at the time a non-U.S. stockholder sells or exchanges our common stock, gain arising from such a sale or exchange would not be subject to U.S. taxation under FIRPTA as a sale of a USRPI if: (a) our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and (b) such non-U.S. stockholder owned, actually and constructively, 10% or less of our common stock at any time during the five-year period ending on the date of the sale.
Distributions to tax-exempt stockholders may be classified as unrelated business taxable income.
If (1) we are a “pension-held REIT,” (2) a tax-exempt stockholder has incurred (or is deemed to have incurred) debt to purchase or hold shares of our common stock or (3) a holder of shares of our common stock is a certain type of tax-exempt stockholder, dividends on, and gains recognized on the sale of, shares by such tax-exempt stockholder may be subject to U.S. federal income tax as UBTI under the Code.
The share transfer and ownership restrictions applicable to REITs contained in our charter may inhibit market activity in our shares of stock and restrict our business combination opportunities.
In order to continue to qualify as a REIT, five or fewer individuals, as defined in the Internal Revenue Code, may not own, actually or constructively, more than 50% in value of our issued and outstanding shares of stock at any time during the last half of each taxable year, other than the first year for which a REIT election is made. Attribution rules in the Internal Revenue Code determine if any individual or entity actually or constructively owns our shares of stock under this requirement. Additionally, at least 100 persons must beneficially own our shares of stock during at least 335 days of a taxable year for each taxable year, other than the first year for which a REIT election is made. To help ensure that we meet these tests, among other purposes, our charter restricts the acquisition and ownership of our shares of stock.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted prospectively or retroactively by our Board, for so long as we continue to qualify as a REIT, our charter prohibits, among other limitations on ownership and transfer of shares of our stock, any person from beneficially or constructively owning (applying certain attribution rules under the Internal Revenue Code) more than 9.8% in value of or number of shares, whichever is more restrictive, of our outstanding capital stock and more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of our outstanding shares of common stock. Our Board, in its sole discretion and upon receipt of certain representations and undertakings, may exempt a person (prospectively or retrospectively) from the ownership limits. However, our Board may not, among other limitations, grant an exemption from these ownership restrictions to any proposed transferee whose ownership, direct or indirect, in excess of the 9.8% ownership limit would result in the termination of our qualification as a REIT. These restrictions on transferability and ownership will not apply, however, if our Board determines that it is no longer in our best interest to continue to qualify as a REIT or that compliance with the restrictions is no longer required in order for us to continue to so qualify as a REIT.
These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
If we elect to treat one or more of our subsidiaries as a TRS, it will be subject to corporate-level taxes, and our dealings with our TRSs may be subject to a 100% excise tax.
A REIT may own up to 100% of the stock of one or more TRSs. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A TRS will be subject to applicable U.S. federal, state, local and foreign income tax on its taxable income, including corporate income tax on the TRS’s income, and is, as a result, less tax efficient than with respect to income we earn directly. The after-tax net income of our TRSs would be available for distribution to us. A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT, including gross income from operations pursuant to management contracts. In addition, the rules, which are applicable to us as a REIT, also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. For example, to the extent that the rent paid by one of our TRSs exceeds an arm’s-length rental amount, such amount would be potentially subject to a 100% excise tax. While we intend that all transactions between us and our TRSs would be conducted on an arm’s-length basis, and therefore, any amounts paid by our TRSs to us would not be subject to the excise tax, no assurance can be given that the IRS would not disagree with such conclusion and levy an excise tax on such transactions.
For tax qualified retirement plans and accounts, if an investment in our common stock constitutes a prohibited transaction under the Employee Retirement Income Security Act (“ERISA”) or the Internal Revenue Code, it is possible that our stockholders may be subject to the imposition of significant excise taxes and penalties with respect to the amount invested. In order to avoid triggering additional taxes and/or penalties or the implication of various fiduciary requirements under ERISA or similar applicable laws with which it would be difficult for us to comply, if our stockholders intend to invest in our shares through such plans (such as pension or profit-sharing trusts) or IRAs, they should consider additional factors.
If our stockholders are investing the assets of any of the entities identified in the prior sentence in our common stock, our stockholders should satisfy themselves that:
their investment is consistent with their fiduciary obligations under applicable law, including common law, ERISA and the Code;
their investment is made in accordance with the documents and instruments governing the trust, plan or IRA, including a plan’s investment policy;
their investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404 (a)(1)(C) of ERISA, if applicable, and other applicable provisions of ERISA and the Code;
their investment will not impair the liquidity of the trust, plan or IRA;
their investment will not produce “unrelated business taxable income” for the plan or IRA;
they will be able to value the assets of the plan annually (or more frequently, if required) in accordance with ERISA requirements and applicable provisions of the applicable trust, plan or IRA document;
their investment will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code; and
our assets will not be treated as “plan assets” of our stockholders’ plan arrangement.
Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties, and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in our shares constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.
Specific rules apply to foreign, governmental and church plans.
As a general rule, certain employee benefit plans, including foreign pension plans, governmental plans established or maintained in the United States (as defined in Section 3(32) of ERISA), and certain church plans (as defined in Section 3(33) of ERISA), are not subject to ERISA’s requirements and are not “benefit plan investors” for purposes of investing in “plan assets” subject to ERISA’s requirements. Any such plan that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue Code may nonetheless be subject to the prohibited transaction rules set forth in Section 503 of the Internal Revenue Code and, under certain circumstances in the case of church plans, Section 4975 of the Internal Revenue Code. Also, some foreign plans and governmental plans may be subject to foreign, state, or local laws which are, to a material extent, similar to the provisions of ERISA or Section 4975 of the Code. Each fiduciary of a plan subject to any such similar law should make its own determination as to the need for and the availability of any exemption relief.
If stockholders invest in our common stock through an IRA or other retirement plan, they may be limited in their ability to withdraw required minimum distributions.
If stockholders invest in our common stock with assets of a retirement plan or IRA, federal law may require them to withdraw required minimum distributions from such plan or account in the future. Our common stock will be highly illiquid, and our share redemption program only offers limited liquidity. If stockholders require liquidity, they may generally sell their shares, but such sale may be at a price less than the price at which they initially purchased their common stock. If stockholders fail to withdraw required minimum distributions from their plan or account, they may be subject to certain taxes and tax penalties.
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ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Portfolio Information of this Annual Report on Form 10-K for a discussion of the properties we hold for rental operations and Part IV Item 15. Exhibits, Financial Statement Schedules — Schedule III — Real Estate and Accumulated Depreciation of this Annual Report on Form 10-K for a detailed listing of such properties.
In the ordinary course of business we may become subject to litigation or claims. We are not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are a party or to which our properties are the subject.
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ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
PART II
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ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market Information
As of March 16, 2020, we had approximately 32.8 millionshares of common stock outstanding (17.3 million D Shares, 14.5 million T Shares, 7,100 S Shares and 1.0 million I Shares), held by a total of 10,774 stockholders of record. The number of stockholders is based on the records of DST Systems, Inc., which serves as our registrar and transfer agent.
Although we have adopted a redemption program which provides limited liquidity, there is no established trading market for our common stock, we do not expect that a public market will ever develop and our charter does not require a liquidity event at any time in the future. Therefore, there is a risk that a stockholder may not be able to sell our stock at a time or price acceptable to the stockholder, or at all. Pursuant to the Offering, we are selling shares of our common stock to the public at a price that will vary from day-to-day and, on any given day, will be equal, for each class of common stock, to our NAV per share for such class. Pursuant to the terms of our charter, certain restrictions are imposed on the ownership and transfer of shares.
We have engaged an independent valuation expert which has expertise in appraising commercial real estate assets, including notes receivable secured by real estate, and related liabilities, to provide, on a rolling annual basis, valuations of each of our commercial real estate assets, and, on a rolling quarterly basis, valuations of each of our related liabilities and notes receivable secured by real estate, to be set forth in individual appraisal reports, and to adjust those valuations for events known to the independent valuation expert that it believes are likely to have a material impact on previously provided estimates of the value of the affected commercial real estate assets and notes receivable secured by real estate or related real estate liabilities. In addition, our assets will include liquid assets, which will be priced daily by third party pricing sources, and cash and cash equivalents.
At the end of each business day, our independent fund accountant will calculate our NAV per share for each class using a process that reflects (1) the estimated values of each of our commercial real estate assets, related liabilities and notes receivable provided by our independent valuation expert as described above, (2) daily updates on the price of liquid assets for which third party market quotes are available, (3) accruals of our daily distributions, and (4) estimates of daily accruals, on a net basis, of our operating revenues, expenses including class specific expenses, debt service costs and fees, including class specific fees. NAV for each class will be adjusted for contributions, redemptions and accruals of the class’s daily distributions and estimates of class-specific fee and expense accruals. Upfront selling commissions and dealer manager fees will have no effect on the NAV of any class. NAV is intendedupdated disclosures included therein to reflect our estimated value on the date that NAV is determined, and NAV of any class at any given time will not reflect any obligation to pay future trail fees that may become payable after the date the NAV is determined. As a result, the estimated liability for the future stockholder servicing fees, which is accrued at the time each share is sold, will have no effect on the NAV of any class. Our independent fund accountant determines our NAV per share by dividing the NAV for each class on such day by the number of shares of such class outstanding as of the end of such day, prior to giving effect to any share purchases or redemptions to be effected on such day. Our Board is responsible for ensuring that the independent valuation expert discharges its responsibilities in accordance with our valuation guidelines, and will periodically receive and review such information about the valuation of our assets and liabilities as it deems necessary to exercise its oversight responsibility. Our NAV is not audited by our independent registered public accounting firm.
Our goal is to provide an estimate of the market value of our shares. However, the majority of our assets will consist of commercial real estate assets and, as with any commercial real estate valuation protocol, the conclusions reached by our independent valuation expert will be based on a number of judgments, assumptions and opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions would likely result in different estimates of the value of our commercial real estate assets. In addition, on any given day, our published NAV per share for each class may not fully reflect certain material events, to the extent that the financial impact of such events on our portfolio is not immediately quantifiable or known. As a result, the daily calculation of our NAV per share for each class may not reflect the precise amount that might be paid for a stockholder’s shares in a market transaction, and any potential disparity in our NAV per share for each class may be in favor of either stockholders who redeem their shares, or stockholders who buy new shares, or existing stockholders.
Share Redemption Program
We have adopted a redemption plan to provide limited liquidity whereby, on a daily basis, stockholders may request that we redeem all or any portion of their shares. Due to the illiquid nature of investments in commercial real estate, however, we
may not always have sufficient liquid resources to fund redemption requests. Under our redemption plan, on each business day, stockholders may request that we redeem all or any portion of their shares, subject to a minimum amount of $500.00. The redemption price per share on any business day will be our NAV per share for that day for the class of shares being redeemed, calculated by the independent fund accountant after the close of business on the redemption request day, without giving effect to any share purchases or redemptions to be effected on such day. Subject to limited exceptions, stockholders who redeem their shares of our common stock within the first 365 days from the date of purchase will be subject to a short-term trading fee of 5% of the aggregate NAV per share of the shares of common stock received.
In each calendar quarter, net redemptions will be limited under our redemption plan to 5% of our total NAV as of the end of the immediately preceding quarter. If less than the full 5% limit available for a quarter is used, the unused percentage will be carried over to the next quarter (the “Carryover Percent”), but the maximum carryover percentage will never exceed 15% in the aggregate, and net redemptions in any quarter may never exceed 10% of the prior quarter’s NAV. On each business day, we will calculate the maximum amount available for redemptions as 5% plus the Carryover Percent times the prior quarter-end’s NAV, plus share sales for the quarter, minus share redemptions for the quarter (the “Quarterly Limit”). Redemption requests will be satisfied on a first-come-first-served basis up to the Quarterly Limit. A redemption request must be received by 4:00 p.m. Eastern Time on the last business day that the New York Stock Exchange is open for trading prior to the end of a calendar quarter in order for the current Quarterly Limit to apply.
For the quarter following a quarter in which the Quarterly Limit was reached (a “Limit Quarter”), a 5% per quarter redemption limitation will apply on a stockholder by stockholder basis, such that each of our stockholders will be allowed to request a redemption, at any time during that quarter, for a total of up to 5% of the shares they held as of the last day of the Limit Quarter, plus shares, if any, that the stockholder purchases during the in-progress quarter (the “Flow-regulator”).subsequent events. This prospective methodology for allocating available funds daily during a quarter for which a Flow-regulator is in effect (a “Flow-regulated Quarter”) is designed to treat all stockholders equally during the quarter as a whole, regardless of the particular day during the quarter when they choose to submit their redemption requests, based on the number of shares held by each stockholder as of the prior quarter-end.
If, during a Flow-regulated Quarter, total redemptions for all stockholders in the aggregate are more than 2.5% of our total NAV as of the end of the immediately preceding quarter, then the Flow-regulator will continue to apply for the next succeeding quarter. If total redemptions for all stockholders in the aggregate during a Flow-regulated Quarter are equal to or less than 2.5% of our total NAV as of the end of the immediately preceding quarter, then the first-come, first-served Quarterly Limit discussed above will come back into effect for the next succeeding quarter, with the Quarterly Limit consisting of 5% plus any remaining amount of the Carryover Percent from the last quarter before the Flow-regulated Quarter (subject to the 10% quarterly limit).
Our Board may modify or suspend our redemption plan in its sole discretion if it believes that such action is in the best interests of our stockholders.
We may, in our advisor’s discretion, after taking the interests of our Company as a whole and the interests of our remaining stockholders into consideration, use proceeds from any available sources at our disposal to satisfy redemption requests, including, but not limited to, available cash, proceeds from sales of additional shares, excess cash flow from operations, sales of our liquid investments, incurrence of indebtedness and, if necessary, proceeds from the disposition of real estate properties or real estate-related assets.
During the year ended December 31, 2019, we received valid redemption requests for, and redeemed, approximately 3.5 million D Shares, 1.7 million T Shares and 172,000 I Shares of our common stock for $61.8 million, $30.5 million and $3.1 million, respectively. We did not issue S Shares prior to October 10, 2019. As such, we did not receive any redemption requests for S Shares, and no S Shares were redeemed, during the year ended December 31, 2019. Subsequent to December 31, 2019, we redeemed approximately 1.2 million D Shares, approximately 642,000 T Shares and approximately 82,000 I Shares for $21.1 million, $11.1 million and $1.5 million, respectively. No S Shares were redeemed subsequent to December 31, 2019. During the year ended December 31, 2018, we received valid redemption requests for, and redeemed, approximately 1.7 million D Shares, 736,000 T Shares and 172,000 I Shares of our common stock for $31.8 million, $13.2 million and $3.2 million, respectively. We did not receive any redemption requests for S Shares during the year ended December 31, 2018, as none had been issued as of that date. A valid redemption request is one that complies with the applicable requirements and guidelines of our current share redemption program set forth above. We funded such redemptions with available cash, proceeds from our credit facility, proceeds from our liquid investments and proceeds from the sale of additional shares.
During the three-month period ended December 31, 2019, we redeemed shares as follows: |
| | | | | | | | | | | | | | |
| Period | | Share Class | | Total Number of Shares Redeemed | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
| October 1, 2019 - October 31, 2019 | | | | | | | | | | |
| | | D Shares | | 303,103 |
| | $ | 17.67 |
| | 303,103 |
| | (1) |
| | | T Shares | | 118,611 |
| | $ | 17.31 |
| | 118,611 |
| | (1) |
| | | S Shares | | — |
| | $ | — |
| | — |
| | (1) |
| | | I Shares | | — |
| | $ | — |
| | — |
| | (1) |
| November 1, 2019 - November 30, 2019 | | | | | | | | | | |
| | | D Shares | | 314,354 |
| | $ | 17.66 |
| | 314,354 |
| | (1) |
| | | T Shares | | 181,568 |
| | $ | 17.31 |
| | 181,568 |
| | (1) |
| | | S Shares | | — |
| | $ | — |
| | — |
| | (1) |
| | | I Shares | | — |
| | $ | — |
| | — |
| | (1) |
| December 1, 2019 - December 31, 2019 | | | | | | | | | | |
| | | D Shares | | 348,374 |
| | $ | 17.73 |
| | 348,374 |
| | (1) |
| | | T Shares | | 171,671 |
| | $ | 17.37 |
| | 171,671 |
| | (1) |
| | | S Shares | | — |
| | $ | — |
| | — |
| | (1) |
| | | I Shares | | — |
| | $ | — |
| | — |
| | (1) |
| Total | | | | 1,437,681 |
| | | | 1,437,681 |
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(1) | A description of the maximum number of shares that may be purchased under our share redemption program is included in the narrative preceding this table. |
See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Share Redemptions in this Annual Report on Form 10-K, and Note 13 — Stockholders’ Equity to ourconsolidated financial statements included in this Annual Report on Form 10-K for additional share redemption information.
Distributions
We elected to be taxed, and currently qualify, as a REIT for federal income tax purposes beginning with our taxable year ended December 31, 2012. As a REIT, we have made, and intend to continue to make, distributions each taxable year equal to at least 90% of our taxable income (excluding capital gains and computed without regard to the dividends paid deduction). One of our primary goals is to pay regular (monthly) distributions to our stockholders.
See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Distributions in this Annual Report on Form 10-K for additional distributions information.
For federal income tax purposes, distributions to common stockholders are characterized as ordinary dividends, capital gain distributions, or nondividend distributions. To the extent that we make a distribution in excess of our current or accumulated earnings and profits, the distribution will be a nontaxable return of capital, reducing the tax basis in each U.S. stockholder’s shares. In addition, the amount of distributions in excess of a U.S. stockholder’s tax basis in such shares will be taxable as gain realized from the sale of those shares. See Note 14 — Income Taxes to our consolidated financial statements in this Annual Report on Form 10-K for the character of the distributions paid during the years ended December 31, 2019, 2018 and 2017.
The following table shows the distributions declared on a per share basis during the years ended December 31, 2019, 2018, and 2017 (dollar amounts in thousands):
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| Year Ending December 31, | | Share Class | | Total Distributions Declared | | Distributions Declared per Common Share |
| 2019 | | D Shares | | $ | 18,476 |
| | $ | 0.98 |
|
| | | T Shares | | $ | 13,513 |
| | $ | 0.98 |
|
| | | S Shares | | $ | 2 |
| | $ | 0.22 |
|
| | | I Shares | | $ | 1,121 |
| | $ | 0.98 |
|
| 2018 | | D Shares | | $ | 17,295 |
| | $ | 0.98 |
|
| | | T Shares | | $ | 10,437 |
| | $ | 0.98 |
|
| | | I Shares | | $ | 1,034 |
| | $ | 0.98 |
|
| 2017 | | D Shares | | $ | 14,095 |
| | $ | 0.98 |
|
| | | T Shares | | $ | 6,396 |
| | $ | 0.98 |
|
| | | I Shares | | $ | 928 |
| | $ | 0.98 |
|
Use of Public Offering Proceeds
On December 6, 2011, the Initial Registration Statement for our public offering of up to $4.0 billion in shares of common stock was declared effective under the Securities Act. On August 26, 2013, the Multi-Class Registration Statement was declared effective under the Securities Act; we designated the existing shares of our common stock that were sold prior to such date to be W Shares and registered two new classes of our common stock, A Shares and I Shares. On February 10, 2017, the Continuing Offering Registration Statement was declared effective under the Securities Act; we are offering up to $4.0 billion in shares of common stock of the three classes, covering up to $3.5 billion in shares in the Primary Offering and up to $500.0 million in shares pursuant to the DRIP. As a result of the Share Modifications, commencing November 27, 2018, we began offering and selling D Shares, T Shares, S Shares and I Shares in our continuous public offering, rather than W Shares, A Shares and I Shares. We are offering to sell any combination of D Shares, T Shares, S Shares and I Shares with a dollar value up to the maximum offering amount. Additionally, as of December 31, 2019, we were authorized to issue 10.0 million shares of preferred stock, but had none issued or outstanding.
As of December 31, 2019, we had issued approximately 46.8 million shares in the Offering, including shares issued pursuant to our DRIP, for gross proceeds of $844.1 million, out of which we recorded $23.1 million in upfront selling commissions, dealer manager fees and the current portion of stockholder servicing fees and $6.3 million in organization and offering costs. With the net offering proceeds of $814.7 million and the borrowings from our credit facility, we have acquired $1.1 billion in real estate assets, inclusive of capitalized acquisition costs, and incurred $12.0 million of acquisition-related expenses. As of December 31, 2019, we received redemption requests for, and redeemed approximately 9.5 million D Shares, 3.0 million T Shares and 585,000 I Shares of our common stock for $170.5 million, $52.4 million and $10.7 million, respectively. No S Shares were redeemed as of December 31, 2019.
As of March 16, 2020, we have sold the following common shares and raised the following proceeds in connection with the Offering (dollar amounts in thousands): |
| | | | | | | | | | | | | | | | | | | | |
| | | D Shares | | T Shares | | S Shares | | I Shares | | Total |
| Primary Offering | | | | | | | | | | |
| Shares | | 26,033,269 |
| | 16,967,973 |
| | 6,976 |
| | 1,581,720 |
| | 44,589,938 |
|
| Proceeds | | $ | 461,779 |
| | $ | 313,875 |
| | $ | 122 |
| | $ | 28,612 |
| | $ | 804,387 |
|
| Distribution Reinvestment Plan | | | | | | | | | | |
| Shares | | 1,917,263 |
| | 1,123,686 |
| | 153 |
| | 118,612 |
| | 3,159,714 |
|
| Proceeds | | $ | 34,463 |
| | $ | 19,936 |
| | $ | 3 |
| | $ | 2,154 |
| | $ | 56,556 |
|
ITEM 6.SELECTED FINANCIAL DATA
The following data should be read in conjunction with our consolidated financial statements and the notes thereto and Part II. Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K. The selected financial data (in thousands, except share and per share amounts) presented below was derived from our consolidated financial statements. |
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 |
| Balance Sheet Data: | | | | | | | | | | |
| Total real estate assets, net | | $ | 833,361 |
| | $ | 861,423 |
| | $ | 671,426 |
| | $ | 436,774 |
| | $ | 257,583 |
|
| Cash and cash equivalents | | $ | 5,111 |
| | $ | 3,644 |
| | $ | 2,923 |
| | $ | 4,671 |
| | $ | 14,840 |
|
| Total assets | | $ | 869,137 |
| | $ | 885,857 |
| | $ | 699,463 |
| | $ | 453,572 |
| | $ | 281,502 |
|
| Credit facility and notes payable, net | | $ | 348,939 |
| | $ | 354,254 |
| | $ | 274,830 |
| | $ | 159,143 |
| | $ | 117,730 |
|
| Total liabilities | | $ | 393,108 |
| | $ | 396,865 |
| | $ | 316,993 |
| | $ | 185,486 |
| | $ | 133,558 |
|
| Redeemable common stock | | $ | 59,263 |
| | $ | 58,902 |
| | $ | 47,024 |
| | $ | 32,076 |
| | $ | 17,967 |
|
| Stockholders’ equity | | $ | 416,027 |
| | $ | 429,324 |
| | $ | 334,674 |
| | $ | 235,224 |
| | $ | 129,977 |
|
| Operating Data: | | | | | | | | | | |
| Total revenues | | $ | 77,812 |
| | $ | 70,912 |
| | $ | 48,146 |
| | $ | 27,311 |
| | $ | 19,109 |
|
| Total operating expenses | | $ | 58,897 |
| | $ | 52,230 |
| | $ | 37,508 |
| | $ | 23,233 |
| | $ | 13,444 |
|
| Gain on disposition of real estate, net | | $ | 10,213 |
| | $ | 1,019 |
| | $ | — |
| | $ | — |
| | $ | 5,642 |
|
| Operating income | | $ | 29,128 |
| | $ | 19,701 |
| | $ | 10,638 |
| | $ | 4,078 |
| | $ | 5,665 |
|
| Net income (loss) attributable to the Company | | $ | 14,750 |
| | $ | 5,158 |
| | $ | 312 |
| | $ | (1,292 | ) | | $ | 7,327 |
|
| Cash Flow Data: | | | | | | | | | | |
| Cash flows provided by operating activities | | $ | 32,546 |
| | $ | 32,836 |
| | $ | 19,311 |
| | $ | 8,293 |
| | $ | 8,234 |
|
| Cash flows used in investing activities | | $ | (3,469 | ) | | $ | (206,856 | ) | | $ | (253,937 | ) | | $ | (187,140 | ) | | $ | (36,009 | ) |
| Cash flows (used in) provided by financing activities | | $ | (27,809 | ) | | $ | 175,546 |
| | $ | 232,279 |
| | $ | 169,160 |
| | $ | 38,219 |
|
| Per Common Share Data: | | | | | | | | | | |
| Class D Common Stock: | | | | | | | | | | |
| Net income (loss) attributable to the Company | | $ | 8,304 |
| | $ | 3,165 |
| | $ | 242 |
| | $ | (952 | ) | | $ | 6,025 |
|
| Basic and diluted weighted average number of common shares outstanding | | 18,763,418 |
| | 17,606,217 |
| | 14,374,833 |
| �� | 9,986,524 |
| | 6,506,020 |
|
| Basic and diluted net income (loss) per common share | | $ | 0.44 |
| | $ | 0.18 |
| | $ | 0.02 |
| | $ | (0.10 | ) | | $ | 0.93 |
|
| Distributions declared per common share | | $ | 0.98 |
| | $ | 0.98 |
| | $ | 0.98 |
| | $ | 0.98 |
| | $ | 0.98 |
|
| Class T Common Stock: | | | | | | | | | | |
| Net income (loss) attributable to the Company | | $ | 5,933 |
| | $ | 1,794 |
| | $ | 45 |
| | $ | (276 | ) | | $ | 911 |
|
| Basic and diluted weighted average number of common shares outstanding | | 13,983,267 |
| | 10,769,145 |
| | 6,590,846 |
| | 2,713,815 |
| | 986,216 |
|
| Basic and diluted net income (loss) per common share | | $ | 0.42 |
| | $ | 0.17 |
| | $ | 0.01 |
| | $ | (0.10 | ) | | $ | 0.92 |
|
| Distributions declared per common share | | $ | 0.98 |
| | $ | 0.98 |
| | $ | 0.98 |
| | $ | 0.98 |
| | $ | 0.98 |
|
| Class S Common Stock: | | | | | | | | | | |
Net income attributable to the Company (1) | | $ | 1 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
Basic and diluted weighted average number of common shares outstanding(1) | | 1,444 |
| | — |
| | — |
| | — |
| | — |
|
Basic and diluted net income per common share(1) | | $ | 0.84 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
Distributions declared per common share(1) | | $ | 0.22 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Class I Common Stock: | | | | | | | | | | |
| Net income (loss) attributable to the Company | | $ | 512 |
| | $ | 199 |
| | $ | 25 |
| | $ | (64 | ) | | $ | 391 |
|
| Basic and diluted weighted average number of common shares outstanding | | 1,122,442 |
| | 1,040,969 |
| | 936,555 |
| | 718,206 |
| | 420,662 |
|
| Basic and diluted net income (loss) per common share | | $ | 0.46 |
| | $ | 0.19 |
| | $ | 0.03 |
| | $ | (0.09 | ) | | $ | 0.93 |
|
| Distributions declared per common share | | $ | 0.98 |
| | $ | 0.98 |
| | $ | 0.98 |
| | $ | 0.98 |
| | $ | 0.98 |
|
______________________ | |
(1) | We did not issue any Class S Shares prior to October 10, 2019. |
| |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part II, Item 6. Selected Financial Data section in this Annual Report on Form 10-K and our accompanying consolidated financial statements and the notes thereto. See also the Cautionary Note Regarding Forward-Looking Statements section preceding Part I of this Annual Report on Form 10-K. For a comparison of the years ended December 31, 2018 and 2017, see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Overview
We were formed on July 27, 2010, to acquire and operate a diversified portfolio of (1) necessity retail, office and industrial properties that are leased to creditworthy tenants under long-term net leases, and are strategically located throughout the United States, (2) notes receivable and other investments secured by commercial real estate, including the origination of loans, and (3) U.S. government securities, agency securities, corporate debt and other investments for which there is reasonable liquidity. We commenced our principal operations on December 7, 2011, when we issued the initial $10.0 million in shares of our common stock in the Offering and acquired our first real estate property. When we refer to our share classes in this Annual Report on Form 10-K with respect to dates prior to the Restructure Date, we are referring to our shares under our prior share structure, and when we refer to our share classes in this Annual Report on Form 10-K with respect to dates on or after the Restructure Date, we are referring to our shares under our new share structure. We have no paid employees and are externally advised and managed by CIM Income NAV Management.
As we acquire additional commercial real estate, we will be subject to changes in real estate prices and changes in interest rates on any current variable rate debt, refinancings or new indebtedness used to acquire the properties. We may manage our risk of changes in real estate prices on future property acquisitions, when applicable, by entering into purchase agreements and loan commitments simultaneously, or through loan assumptions, so that our operating yield is determinable at the time we enter into a purchase agreement, by contracting with developers for future delivery of properties, or by entering into sale-leaseback transactions. We manage our interest rate risk by monitoring the interest rate environment in connection with our future property acquisitions, when applicable, or upcoming debt maturities to determine the appropriate financing or refinancing terms, which may include fixed rate loans, variable rate loans or interest rate hedges. If we are unable to acquire suitable properties or obtain suitable financing terms for future acquisitions or refinancing, our results of operations may be adversely affected.
As of December 31, 2019, we owned 128 properties located in 34 states, comprising 5.4 million rentable square feet of commercial space, which includes the rentable square feet of buildings on land subject to ground leases. Our operating results and cash flows are primarily influenced by rental income from our commercial properties and interest expense on our property indebtedness and acquisition and operating expenses. As 98.6% of our rentable square feet was under lease as of December 31, 2019, with a weighted average remaining lease term of 10.7 years, we believe our exposure to changes in commercial rental rates on our portfolio is substantially mitigated, except for vacancies caused by tenant bankruptcies or other factors. CIM Income NAV Management regularly monitors the creditworthiness of our tenants by reviewing each tenant’s financial results, any available credit rating agency reports on the tenant or guarantor, the operating history of the property with such tenant, the tenant’s market share and track record within its industry segment, the general health and outlook of the tenant’s industry segment, and other information for changes and possible trends. If our advisor identifies significant changes or trends that may adversely affect the creditworthiness of a tenant, it will gather a more in-depth knowledge of the tenant’s financial condition and, if necessary, attempt to mitigate the tenant credit risk by evaluating the possible sale of the property, or identifying a possible replacement tenant should the current tenant fail to perform on the lease.
Operating Highlights and Key Performance Indicators
2019 Activity
Acquired four properties for an aggregate purchase price of $78.6 million.
Disposed of 28 properties, consisting of 25retail properties and threeindustrial properties, for an aggregate gross sales price of $91.1 million.
Reduced total debt by $6.0 million, from $357.0 million to $351.0 million.
Executed a subscription agreement to purchase $50 million of limited partnership interests of CIM UII Onshore.
Portfolio Information
Real Estate Portfolio
As of December 31, 2019, we owned 128 commercial properties located in 34 states, comprising 5.4 million rentable square feet, which includes the rentable square feet of buildings on land subject to ground leases. As of December 31, 2019, these properties were 98.6% leased (including any month-to-month agreements) with a weighted average remaining lease term of 10.7 years.
The following table shows the property statistics of our real estate assets as of December 31, 2019 and 2018: |
| | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 |
| Number of commercial properties | 128 |
| | 152 |
|
Rentable square feet (in thousands) (1) | 5,406 |
| | 5,739 |
|
| Percentage of rentable square feet leased | 98.6 | % | | 99.6 | % |
Percentage of investment-grade tenants (2) | 32.1 | % | | 31.1 | % |
| |
(1) | Includes square feet of buildings on land that are subject to ground leases. |
| |
(2) | Investment-grade tenants are those with a credit rating of BBB- or higher by Standard & Poor’s or a credit rating of Baa3 or higher by Moody’s. The ratings may reflect those assigned by Standard & Poor’s or Moody’s to the lease guarantor or the parent company, as applicable. The weighted average credit rating is weighted based on annualized rental income, and is for only those tenants rated by Standard & Poor’s. |
The following table summarizes our real estate acquisition activity during the years ended December 31, 2019 and 2018: |
| | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 |
| Commercial properties acquired | 4 |
| | 19 |
|
| Purchase price of acquired properties (in thousands) | $ | 78,633 |
| | $ | 254,216 |
|
Rentable square feet of acquired properties (in thousands) (1) | 305 |
| | 1,719 |
|
| |
(1) | Includes square feet of buildings on land that are subject to ground leases. |
The following table shows the tenant diversification of our real estate portfolio, based on annualized rental income, as of December 31, 2019: |
| | | | | | | | | | | | | | | | | |
| | | | | Leased | | 2019 | | 2019 | | Percentage of |
| | | Total | | Square | | Annualized | | Annualized | | 2019 |
| | | Number | | Feet (2) | | Rental Income | | Rental Income | | Annualized |
| Tenant | | of Leases (1) | | (in thousands) | | (in thousands) | | per Square Foot (2) | | Rental Income |
| Republic Services | | 1 |
| | 134 |
| | $ | 3,414 |
| | $ | 25.48 |
| | 5 | % |
| Valvoline Oil Change | | 1 |
| | 162 |
| | 2,978 |
| | 18.38 |
| | 4 | % |
| Consumer Cellular | | 2 |
| | 160 |
| | 2,878 |
| | 17.99 |
| | 4 | % |
| AAA | | 1 |
| | 120 |
| | 2,784 |
| | 23.20 |
| | 4 | % |
| AK Steel | | 1 |
| | 136 |
| | 2,062 |
| | 15.16 |
| | 3 | % |
| Hobby Lobby | | 5 |
| | 270 |
| | 2,048 |
| | 7.59 |
| | 3 | % |
| Art Van Furniture | | 1 |
| | 135 |
| | 1,962 |
| | 14.53 |
| | 3 | % |
| CarMax | | 1 |
| | 92 |
| | 1,924 |
| | 20.91 |
| | 3 | % |
| Lowe's | | 2 |
| | 298 |
| | 1,827 |
| | 6.13 |
| | 3 | % |
| Valeo | | 2 |
| | 178 |
| | 1,759 |
| | 9.88 |
| | 3 | % |
| Other | | 136 |
| | 3,648 |
| | 43,317 |
| | 11.87 |
| | 65 | % |
| | | 153 |
| | 5,333 |
| | $ | 66,953 |
| | $ | 12.55 |
| | 100 | % |
| |
(1) | Includes leases which are master lease agreements. |
| |
(2) | Includes square feet of buildings on land that is subject to ground leases. |
The following table shows the tenant industry diversification of our real estate portfolio, based on annualized rental income as of December 31, 2019:
|
| | | | | | | | | | | | | | | | | |
| | | | | Leased | | 2019 | | 2019 | | Percentage of |
| | | Total | | Square | | Annualized | | Annualized | | 2019 |
| | | Number | | Feet (2) | | Rental Income | | Rental Income | | Annualized |
| Industry | | of Leases (1) | | (in thousands) | | (in thousands) | | per Square Foot (2) | | Rental Income |
| Manufacturing | | 10 |
| | 1,170 |
| | $ | 10,884 |
| | $ | 9.30 |
| | 16 | % |
| Grocery | | 9 |
| | 676 |
| | 6,817 |
| | 10.08 |
| | 10 | % |
| Discount Store | | 31 |
| | 475 |
| | 4,835 |
| | 10.18 |
| | 7 | % |
| Other Services | | 7 |
| | 275 |
| | 4,225 |
| | 15.36 |
| | 6 | % |
| Home Furnishings | | 8 |
| | 298 |
| | 4,195 |
| | 14.08 |
| | 6 | % |
| Information & Communication | | 5 |
| | 223 |
| | 3,841 |
| | 17.22 |
| | 6 | % |
| Waste Services | | 1 |
| | 134 |
| | 3,414 |
| | 25.48 |
| | 5 | % |
| Motor Vehicle | | 12 |
| | 180 |
| | 3,396 |
| | 18.87 |
| | 5 | % |
| Insurance | | 1 |
| | 120 |
| | 2,785 |
| | 23.21 |
| | 4 | % |
| Entertainment & Recreation | | 3 |
| | 121 |
| | 2,526 |
| | 20.88 |
| | 4 | % |
| Other | | 66 |
| | 1,661 |
| | 20,035 |
| | 12.06 |
| | 31 | % |
| | | 153 |
| | 5,333 |
| | $ | 66,953 |
| | $ | 12.55 |
| | 100 | % |
| |
(1) | Includes leases which are master lease agreements. |
| |
(2) | Includes square feet of buildings on land that is subject to ground leases. |
The following table shows the geographic diversification of our real estate portfolio, based on annualized rental income, as of December 31, 2019: |
| | | | | | | | | | | | | | | | | |
| | | | | Rentable | | 2019 | | 2019 | | Percentage of |
| | | Total | | Square | | Annualized | | Annualized | | 2019 |
| | | Number of | | Feet (1) | | Rental Income | | Rental Income | | Annualized |
| Location | | Properties | | (in thousands) | | (in thousands) | | per Square Foot (1) | | Rental Income |
| Ohio | | 17 |
| | 663 |
| | $ | 8,388 |
| | $ | 12.65 |
| | 13 | % |
| Arizona | | 6 |
| | 319 |
| | 6,902 |
| | 21.64 |
| | 10 | % |
| Illinois | | 8 |
| | 697 |
| | 6,127 |
| | 8.79 |
| | 9 | % |
| New Jersey | | 2 |
| | 201 |
| | 3,977 |
| | 19.79 |
| | 6 | % |
| North Carolina | | 7 |
| | 227 |
| | 3,531 |
| | 15.56 |
| | 5 | % |
| Michigan | | 8 |
| | 286 |
| | 3,291 |
| | 11.51 |
| | 5 | % |
| Kentucky | | 1 |
| | 162 |
| | 2,978 |
| | 18.38 |
| | 5 | % |
| Texas | | 7 |
| | 269 |
| | 2,971 |
| | 11.04 |
| | 4 | % |
| Rhode Island | | 2 |
| | 129 |
| | 2,865 |
| | 22.21 |
| | 4 | % |
| Georgia | | 6 |
| | 189 |
| | 2,814 |
| | 14.89 |
| | 4 | % |
| Other | | 64 |
| | 2,264 |
| | 23,109 |
| | 10.21 |
| | 35 | % |
| | | 128 |
| | 5,406 |
| | $ | 66,953 |
| | $ | 12.38 |
| | 100 | % |
| |
(1) | Includes square feet of buildings on land that is subject to ground leases. |
The following table shows the property type diversification of our real estate portfolio, based on annualized rental income, as of December 31, 2019:
|
| | | | | | | | | | | | | | | | | |
| | | | | | | 2019 | | 2019 | | Percentage of |
| | | Total | | Rentable | | Annualized | | Annualized | | 2019 |
| | | Number of | | Square Feet (1) | | Rental Income | | Rental Income | | Annualized |
| Property Type | | Properties | | (in thousands) | | (in thousands) | | per Square Foot (1) | | Rental Income |
| Retail | | 100 |
| | 2,439 |
| | $ | 31,637 |
| | $ | 12.97 |
| | 47 | % |
| Office | | 11 |
| | 1,106 |
| | $ | 19,782 |
| | 17.89 |
| | 30 | % |
| Industrial and distribution | | 11 |
| | 1,347 |
| | 7,950 |
| | 5.90 |
| | 12 | % |
| Anchored shopping centers | | 6 |
| | 514 |
| | 7,584 |
| | 14.75 |
| | 11 | % |
| Total: | | 128 |
| | 5,406 |
| | $ | 66,953 |
| | $ | 12.38 |
| | 100 | % |
| |
(1) | Includes square feet of buildings on land parcels subject to ground leases. |
Leases
Although there are variations in the specific terms of the leases of our properties, the following is a summary of the general structure of our current leases. Generally, the leases of the properties acquired provide for initial terms of ten or more years, and provide the tenant with one or more multi-year renewal options, subject to generally the same terms and conditions as the initial lease term. Certain leases also provide that in the event we wish to sell the property subject to that lease, we first must offer the lessee the right to purchase the property on the same terms and conditions as any offer which we intend to accept for the sale of the property. The properties are generally leased under net leases pursuant to which the tenant bears responsibility for substantially all property costs and expenses associated with ongoing maintenance and operation, including utilities, property taxes and insurance, while certain of the leases require us to maintain the roof, structure and parking areas of the building. Additionally, certain leases provide for increases in rent as a result of fixed increases, increases in the consumer price index, and/or increases in the tenant’s sales volume.
Our leases, as of December 31, 2019, provided for annual base rental payments (payable in monthly installments) ranging from $12,000 to $3.4 million, and had an average annual base rental payment of $418,000, with a weighted average remaining lease term of 10.7 years.
The following table shows lease expirations of our real estate portfolio as of December 31, 2019, during each of the next ten years and thereafter, assuming no exercise of renewal options: |
| | | | | | | | | | | | | | | | | |
| | | Total | | Leased | | 2019 | | 2019 | | Percentage of |
| | | Number | | Square Feet | | Annualized | | Annualized | | 2019 |
| Year of | | of Leases | | Expiring (2) | | Rental Income | | Rental Income | | Annualized |
| Lease Expiration | | Expiring (1) | | (in thousands) | | Expiring (in thousands) | | per Square Foot (2) | | Rental Income |
| 2020 | | 2 |
| | 4 |
| | $ | 51 |
| | $ | 12.75 |
| | * |
|
| 2021 | | 3 |
| | 8 |
| | 155 |
| | 19.38 |
| | * |
|
| 2022 | | 8 |
| | 70 |
| | 932 |
| | 13.31 |
| | 1 | % |
| 2023 | | 11 |
| | 134 |
| | 1,378 |
| | 10.28 |
| | 2 | % |
| 2024 | | 17 |
| | 280 |
| | 3,920 |
| | 14.00 |
| | 6 | % |
| 2025 | | 9 |
| | 232 |
| | 3,328 |
| | 14.34 |
| | 5 | % |
| 2026 | | 17 |
| | 447 |
| | 5,135 |
| | 11.49 |
| | 8 | % |
| 2027 | | 10 |
| | 510 |
| | 7,368 |
| | 14.45 |
| | 11 | % |
| 2028 | | 10 |
| | 262 |
| | 4,241 |
| | 16.19 |
| | 6 | % |
| 2029 | | 8 |
| | 533 |
| | 4,552 |
| | 8.54 |
| | 7 | % |
| Thereafter | | 58 |
| | 2,853 |
| | 35,893 |
| | 12.58 |
| | 54 | % |
| | | 153 |
| | 5,333 |
| | $ | 66,953 |
| | $ | 12.55 |
| | 100 | % |
* Represents less than 1% of the total annual base rent.
| |
(1) | Includes leases which are master lease agreements. |
| |
(2) | Includes square feet of buildings on land that is subject to ground leases. |
The following table shows the economic metrics of our real estate assets as of and for the years ended December 31, 2019 and 2018:
|
| | | | |
| | | 2019 | | 2018 |
| Economic Metrics | | | | |
Weighted-average lease term (in years) (1) | | 10.7 | | 10.9 |
Lease rollover (1),(2): | | | | |
| Annual average | | 1.9% | | 1.2% |
| Maximum for a single year | | 5.9% | | 3.1% |
| |
(1) | Based on annualized rental income of our real estate portfolio as of the respective reporting date. |
| |
(2) | Through the end of the next five years as of the respective reporting date. |
Results of Operations
Overview
We are not aware of any material trends or uncertainties, other than the recent outbreak of COVID-19, and national economic conditions affecting real estate in general, that may reasonably be expected to have a material impact on our results from the acquisition, management and operations of properties other than those listed in Part I, Item 1A — Risk Factors. Due to the recent outbreak of COVID-19 in the United States and globally, our tenants, operating partners and we may be impacted. The impact of COVID-19 on our future results could be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19, the success of action taken to contain or treat COVID-19, and reactions by consumers, companies, governmental entities and capital markets.
For a comparison of the years ended December 31, 2018 and 2017, see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Same Store Analysis
Our results of operations are influenced by the timing of acquisitions and the operating performance of our real estate assets. We review our stabilized operating results, measured by net operating income (“NOI”), from properties that we owned for the entirety of both the current and prior year reporting periods, referred to as “same store” properties, and we believe that the presentation of operating results for same store properties provides useful information to stockholders. NOI is a supplemental non-GAAP financial measure of a real estate company’s operating performance. NOI is considered by management to be a helpful supplemental performance measure, as it enables management to evaluate the impact of occupancy, rents, leasing activity, and other controllable property operating results at our real estate properties, and it provides a consistent method for the comparison of our properties. We define NOI as operating revenues less operating expenses, which exclude (i) depreciation and amortization, (ii) interest expense and other non-property related revenue and expense items such as (a) general and administrative expenses, (b) advisory fees, (c) transaction-related expenses and (d) income from marketable securities. Our NOI may not be comparable to that of other REITs and should not be considered to be more relevant or accurate in evaluating our operating performance than the current GAAP methodology used in calculating net income. In determining the same store property pool, we include all properties that were owned for the entirety of both the current and prior reporting periods, except for properties during the current or prior year that were under development or redevelopment.
Comparison of the Years Ended December 31, 2019 and 2018
The following table reconciles net income, calculated in accordance with GAAP, to net operating income (dollar amounts in thousands): |
| | | | | | | | | | | |
| | Total |
| | For the Year Ended December 31, |
| | 2019 | | 2018 | | Change |
| Net income | $ | 14,791 |
| | $ | 5,195 |
| | $ | 9,596 |
|
| Interest expense and other, net | 14,337 |
| | 14,506 |
| | (169 | ) |
| Operating income | 29,128 |
| | 19,701 |
| | 9,427 |
|
| | | | | | |
| Gain on disposition of real estate, net | (10,213 | ) | | (1,019 | ) | | (9,194 | ) |
| Impairment | 3,090 |
| | 2,267 |
| | 823 |
|
| Depreciation and amortization expenses | 29,182 |
| | 27,361 |
| | 1,821 |
|
| Advisory fees and expenses | 7,902 |
| | 5,858 |
| | 2,044 |
|
| Transaction-related expenses | 1,233 |
| | 1,774 |
| | (541 | ) |
| General and administrative expenses | 7,021 |
| | 7,096 |
| | (75 | ) |
| Interest income on marketable securities | (206 | ) | | (134 | ) | | (72 | ) |
| Net operating income | $ | 67,137 |
| | $ | 62,904 |
| | $ | 4,233 |
|
A total of 105 properties were acquired before JanuaryAmendment No. 1 2018 and represent our “same store” properties during the years ended December 31, 2019 and 2018. “Non-same store” properties, for purposes of the table below, includes properties acquired on or after January 1, 2018. The following table details the components of net operating income broken out between same store and non-same store properties (dollar amounts in thousands): |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total | | Same Store | | Non-Same Store(1) |
| | For the Year Ended December 31, | | For the Year Ended December 31, | | For the Year Ended December 31, |
| | 2019 | | 2018 | | Change | | 2019 | | 2018 | | Change | | 2019 | | 2018 | | Change |
| Rental and other property income | $ | 77,606 |
| | $ | 70,778 |
| | $ | 6,828 |
| | $ | 47,083 |
| | $ | 46,927 |
| | $ | 156 |
| | $ | 30,523 |
| | $ | 23,851 |
| | $ | 6,672 |
|
| | | | | | | | | | | |
| | | | | | |
| Property operating expenses | 5,231 |
| | 2,798 |
| | 2,433 |
| | 3,285 |
| | 1,778 |
| | 1,507 |
| | 1,946 |
| | 1,020 |
| | 926 |
|
| Real estate tax expenses | 5,238 |
| | 5,076 |
| | 162 |
| | 3,274 |
| | 3,158 |
| | 116 |
| | 1,964 |
| | 1,918 |
| | 46 |
|
| Total property operating expenses | 10,469 |
| | 7,874 |
| | 2,595 |
| | 6,559 |
| | 4,936 |
| | 1,623 |
| | 3,910 |
| | 2,938 |
| | 972 |
|
| | | | | |
| | | | | |
| | | | | | |
| Net operating income | $ | 67,137 |
| | $ | 62,904 |
| | $ | 4,233 |
| | $ | 40,524 |
| | $ | 41,991 |
| | $ | (1,467 | ) | | $ | 26,613 |
| | $ | 20,913 |
| | $ | 5,700 |
|
______________________ | |
(1) | Includes income from properties disposed of subsequent to January 1, 2018. |
Gain on Disposition of Real Estate, Net
The increase in gain on disposition of real estate, net of $9.2 million during the year ended December 31, 2019, as compared to the same period in 2018 was primarily due to the disposition of 28properties during the year endedDecember 31, 2019, as compared to the disposition of six properties during the year ended December 31, 2018.
Impairment
The increase in impairment of $823,000 during the year ended December 31, 2019, as compared to the same period in 2018, was primarily due to impairment charges of $3.1 million related to one anchored shopping center and five retail properties during the year ended December 31, 2019, as compared to an impairment charge of $2.3 million relating to one anchored shopping center during the year ended December 31, 2018.
Depreciation and Amortization
The increase in depreciation and amortization expenses of $1.8 million during the year ended December 31, 2019, as compared to the same period in 2018, was primarily due to the acquisition of four additional rental income-producing properties for an aggregate purchase price of $78.6 million subsequent to December 31, 2018, as well as recognizing a full year of depreciation and amortization expenses on 19 properties acquired for an aggregate purchase price of $254.2 million in 2018, partially offset by the disposition of 28 properties at an aggregate gross sales price of $91.1 million during the year ended December 31, 2019, as well as the disposition of six properties at an aggregate gross sales price of $49.1 million during the year ended December 31, 2018.
Advisory Fees and Expenses
The advisory fees and expenses that we pay to our advisor are based upon our NAV. Advisory fees and expenses increased $2.0 million during the year ended December 31, 2019, as compared to the same period in 2018, primarily due to an increase in our average total NAV for all share classes of $59.3 million during the year ended December 31, 2019. The increase was also due to an increase in the advisory fee payable to CIM Income NAV Management from 0.90% through the Restructure Date to 1.10% after the Restructure Date and during the year ended December 31, 2019.
Transaction-Related Expenses
We reimburse CIM Income NAV Management or its affiliates for transaction-related expenses incurred in the process of acquiring a property, disposing of a property, or the origination or acquisition of a loan, so long as the total expenses relating to the transaction do not exceed 6.0% of the contract purchase price, unless otherwise approved by a majority of our Board, including a majority of our independent directors, as commercially competitive, fair and reasonable to us. Our acquisitions qualify as asset acquisitions, and, as such, certain acquisition costs related to these asset acquisitions are capitalized.
The decrease in transaction-related expenses of $541,000 during the year ended December 31, 2019, as compared to the same period in 2018, was primarily due to a decrease in advisor reimbursement expenses related to a decrease in cumulative acquisition purchase price and disposition sales proceeds from $301.9 million during the year ended December 31, 2018 to $166.7 million during the year ended December 31, 2019.
General and Administrative Expenses
The primary general and administrative expense items are certain expense reimbursements to our advisor, escrow and trustee fees and professional service fees.
The decrease in general and administrative expenses of $75,000 for the year ended December 31, 2019, compared to the same period in 2018, was primarily due to a decrease in valuation servicing fees as a result of our properties now being valued annually, rather than quarterly, pursuant to our amended valuation policy and a decrease in advisor reimbursements, partially offset by an increase in platform fees.
Interest Expense and Other, Net
The decrease in interest expense and other, net, of $169,000 for the year ended December 31, 2019, as compared to the same period in 2018, was primarily due to a decrease in the weighted average interest rate from3.97% as of December 31, 2018 to 3.90% as of December 31, 2019, offset by an increase of $1.1 million in our average outstanding debt balance for the year ended December 31, 2019, compared to the year ended December 31, 2018.
Net Operating Income
Same store property net operating income decreased$1.5 million during the year ended December 31, 2019, as compared to the same period in 2018. The decrease is primarily due to a decrease in same store occupancy from 99.3% as of December 31, 2018 to 97.8% as of December 31, 2019, which is due to two same store tenants declaring bankruptcy. These bankruptcies accounted for $755,000 of the net decrease in net property income for the year ended December 31, 2019. The decrease is also due to increases in property operating expenses attributable to building repairs, including increased building costs in order to repair fire damage at one property. We expect to receive insurance proceeds to partially offset the building costs incurred.
Non-same store property net operating income increased$5.7 million during the year ended December 31, 2019, as compared to the same period in 2018. The increase is primarily due to the acquisition of four rental income-producing properties subsequent to December 31, 2018, as well as recognizing a full period of net operating income for the 19 properties acquired during the year ended December 31, 2018. This increase was partially offset by the disposition of 28 properties subsequent to December 31, 2018.
Distributions
On a quarterly basis, our Board authorizes a daily distribution for the succeeding quarter. Our Board authorized the following daily distribution amounts per share for the periods indicated below:
|
| | | | |
Period Commencing | | Period Ending | | Daily Distribution Amount (1)
|
December 8, 2011 | | December 31, 2011 | | $0.002260274 |
January 1, 2012 | | September 30, 2012 | | $0.002254099 |
October 1, 2012 | | December 31, 2012 | | $0.002383836 |
January 1, 2013 | | September 30, 2013 | | $0.002429042 |
October 1, 2013 | | March 31, 2014 | | $0.002563727 |
April 1, 2014 | | March 31, 2020 | | $0.002678083 |
______________________
(1) The daily distribution amount for each class of outstanding common stock is adjusted based on the relative NAV of the various classes each day so that, from day to day, distributions constitute a uniform percentage of the NAV per share of all classes. As a result, from day to day, the per share daily distribution for each outstanding class of common stock may be higher or lower than the daily distribution amount authorized by our Board based on the relative NAV of each class of common stock on that day.
As of December 31, 2019, we had distributions payable of $2.8 million.
Our Board has reaffirmed the declaration and payment of distributions for the month of March 2020 at the rate previously declared on November 6, 2019, which distributions will be paid on or around April 1, 2020. Given the impact of the COVID-19 outbreak, our Board has decided to defer making a determination as to the amount and timing of distributions for the second quarter of 2020 until such time that we have greater visibility into the impact that the COVID-19 outbreak will have on our tenants’ ability to continue to pay rent on their leases on a timely basis or at all, the degree to which federal, state or local governmental authorities grant rent relief or other relief or amnesty programs applicable to our tenants, our ability to access the capital markets, and on the United States and worldwide financial markets and economy.
The following table presents distributions and the source of distributions for the periods indicated below (dollars amounts in thousands): |
| | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 |
| | Amount | | Percent | | Amount | | Percent |
| Distributions paid in cash | $ | 16,816 |
| | 51 | % | | $ | 14,399 |
| | 51 | % |
| Distributions reinvested | 16,201 |
| | 49 | % | | 13,774 |
| | 49 | % |
| Total distributions | $ | 33,017 |
| | 100 | % | | $ | 28,173 |
| | 100 | % |
| | | | | | | | |
| Source of distributions: | | | | | | | |
Net cash provided by operating activities (1) | $ | 33,017 |
| (2) | 100 | % | | $ | 28,173 |
| | 100 | % |
| Total sources | $ | 33,017 |
| | 100 | % | | $ | 28,173 |
| | 100 | % |
______________________(1) Net cash provided by operating activities for the years ended December 31, 2019 and 2018 was $32.5 million and $32.8 million, respectively.
(2) Our distributions for the year ended December 31, 2019 were fully covered by cash flows from operating activities, including cash flows from prior periods of $471,000.
Share Redemptions
We have adopted a share redemption plan to provide limited liquidity whereby, on a daily basis, stockholders may request that we redeem all or any portion of their shares. Our share redemption plan provides that, on each business day, stockholders may request that we redeem all or any portion of their shares, subject to a minimum redemption amount and certain short-term trading fees. The redemption price per share for each class on any business day will be our NAV per share for such class for that day, calculated by the independent fund accountant in accordance with our valuation policies.
Our share redemption plan includes certain redemption limits, including a quarterly limit and, in some cases, an individual stockholder limit. During the year ended December 31, 2019, we received redemption requests for, and fully redeemed, a total of approximately 5.4 million shares of our common stock for $95.4 million, comprised of approximately 3.5 million D Shares, 1.7 million T Shares, and 172,000 I Shares for $61.8 million, $30.5 million and $3.1 million, respectively. No S Shares were redeemed during the year ended December 31, 2019. See Note 13 —Stockholders’ Equity to our consolidated financial statements included in this Annual Report on Form 10-K for additional terms of the share redemption program, including the share redemption plan limits.
We intend to fund share redemptions with available cash, proceeds from our liquid investments and proceeds from the sale of additional shares. We may, after taking the interests of our Company as a whole and the interests of our remaining stockholders into consideration, use proceeds from any available sources at our disposal to satisfy redemption requests, including, but not limited to, proceeds from sales of additional shares, excess cash flow from operations, sales of our liquid investments, incurrence of indebtedness and, if necessary, proceeds from the disposition of real estate properties or real estate related assets. In an effort to have adequate cash available to support our share redemption plan, CIM Income NAV Management may determine to reserve borrowing capacity under our line of credit. CIM Income NAV Management could then elect to borrow against our line of credit in part to redeem shares presented for redemption during periods when we do not have sufficient proceeds from the sale of shares in the Offering to fund all redemption requests. See the discussion of our share redemption program in Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Share Redemption Program in this Annual Report on Form 10-K.
Liquidity and Capital Resources
General
We are continuing to monitor the outbreak of COVID-19 and its impact on our tenants, operating partners and the economy as a whole. The magnitude and duration of the pandemic and its impact on our operations and liquidity is uncertain as of the filing date of our report as this continues to evolve globally. However, if the outbreak continues on its current trajectory, such impacts could grow and become material. To the extent that our tenants and operating partners continue to be impacted by the COVID-19 outbreak, or by the other risks disclosed in our annual report, this could materially disrupt our business operations.
We expect to continue to raise capital through the Offering and to utilize such funds and future proceeds from secured or unsecured financing to complete future property acquisitions, other permitted investments and for general corporate uses. The source of our operating cash flows is primarily the rental and other property income received from current and future leased properties. As of December 31, 2019, we had raised $844.1 million of gross proceeds from the Offering before organization and offering costs, upfront selling commissions, dealer manager fees and the current portion of stockholder servicing fees of $29.4 million. Refer to Item 1A - Risk Factors for risks related to our ability to raise capital in the near term.
Our credit facility with JPMorgan Chase Bank, N.A. as administrative agent (“JPMorgan Chase”), provides for borrowings up to $425.0 million, which is comprised of up to $212.5 million in unsecured revolving loans (the “Revolving Loans”) and $212.5 million in unsecured term loans (the “Term Loans”), collectively, the credit facility (the “Credit Facility”). As of December 31, 2019, we had $212.5 million in unused capacity, subject to borrowing availability. As of December 31, 2019, we had cash and cash equivalents of $5.1 million and investments in marketable securities of $15.0 million.
Our investment guidelines provide that we will target the following aggregate allocation to relatively liquid investments, such as U.S. government securities, agency securities, corporate debt, publicly traded debt and equity real estate-related securities, cash, cash equivalents and other short-term investments and, in CIM Income NAV Management’s discretion, lines of credit (collectively, the “Liquid Assets”): (1) 10% of our NAV up to $1.0 billion and (2) 5% of our NAV in excess of $1.0 billion. To the extent that CIM Income NAV Management determines that we should maintain borrowing capacity under lines of credit, the amount available under the lines of credit will be included in calculating the Liquid Assets under these guidelines. These are guidelines, and our stockholders should not expect that we will, at all times, hold liquid assets at or above the target levels or that all liquid assets will be available to satisfy redemption requests as we receive them. We anticipate that both our overall allocation to liquid assets as a percentage of our NAV and our allocation to different types of liquid assets will vary. In making these determinations our advisor will consider our receipt of proceeds from sales of additional shares, our cash flow from operations, available borrowing capacity under lines of credit, if any, or from additional mortgages on our real estate, our receipt of proceeds from sales of assets, and the anticipated use of cash to fund redemptions, as well as the availability and pricing of different investments. The amount of the Liquid Assets is determined by our advisor, in its sole discretion, but is subject to review by our independent directors on a quarterly basis.
Short-term Liquidity and Capital Resources
On a short-term basis, our principal demands for funds will be for property acquisitions or other permitted investments, operating expenses, distributions and redemptions to stockholders and interest on our outstanding debt, including principal repayments of $9.2 million due within the next 12 months. We expect to meet our short-term liquidity requirements through available cash, cash provided by property operations, proceeds from the Offering and borrowings from the Credit Facility or other sources.
We believe that the resources stated above will be sufficient to satisfy our operating requirements for the foreseeable future, and we do not anticipate a need to raise funds from sources other than those described above within the next 12 months.
Long-term Liquidity and Capital Resources
On a long-term basis, our principal demands for funds are for property acquisitions or other permitted investments and the payment of tenant improvements, operating expenses, including debt service payments on any outstanding indebtedness, and distributions and redemptions to our stockholders. We expect to meet our long-term liquidity requirements through proceeds from the Offering, secured or unsecured financings from banks and other lenders, any available capacity on the Credit Facility by the addition of properties to the borrowing base, proceeds from the sale of marketable securities and net cash flows provided by operations.
We expect that substantially all net cash flows from operations will be used to pay distributions to our stockholders after certain capital expenditures, including tenant improvements and leasing commissions, are paid; however, we have used, and may continue to use, other sources to fund distributions, as necessary, including proceeds from the Offering, borrowings on the Credit Facility and/or future borrowings on our unencumbered assets. To the extent that cash flows from operations are lower due to fewer properties being acquired or lower than expected returns on the properties, distributions paid to our stockholders may be lower. We expect that substantially all net cash flows from the Offering or debt financings will be used to fund acquisitions, certain capital expenditures, repayments of outstanding debt or distributions and redemptions to our stockholders.
Contractual Obligations
As of December 31, 2019, we had debt outstanding with a carrying value of $351.0 million and a weighted average interest rate of 3.90%. See Note 8 — Credit Facility and Notes Payable to our consolidated financial statements in this Annual Report on Form 10-K for a description of certain terms of the debt.
Our contractual obligations as of December 31, 2019 were as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | Payments due by period (1) |
| | Total | | Less Than 1 Year | | 1-3 Years | | 3-5 Years | | More Than 5 Years |
Principal payments - credit facility(2) | | $ | 212,500 |
| | $ | — |
| | $ | 212,500 |
| | $ | — |
| | $ | — |
|
Interest payments - credit facility(3) | | 22,229 |
| | 8,288 |
| | 13,941 |
| | — |
| | — |
|
| Principal payments - fixed debt rate | | 138,459 |
| | 9,240 |
| | 112,269 |
| | — |
| | 16,950 |
|
Interest payments - fixed debt rate(4) | | 14,138 |
| | 5,455 |
| | 7,220 |
| | 1,394 |
| | 69 |
|
| Total | | $ | 387,326 |
| | $ | 22,983 |
| | $ | 345,930 |
| | $ | 1,394 |
| | $ | 17,019 |
|
| |
(1) | The table does not include amounts due to our advisor or its affiliates pursuant to our advisory agreement because such amounts are not fixed and determinable. As of December 31, 2019, we committed to purchase $50 million of limited partnership interests of CIM UII Onshore, which obligation we believe we will be able to meet with our cash on hand, net cash provided by operations, borrowings on our credit facility and proceeds from the Offering. See Note 10 — Commitments and Contingencies for further discussion of the contractual obligation. |
| |
(2) | The table does not include the impact of any extension. We may elect to extend the maturity of the Revolving Loans to no later than September 6, 2022, subject to satisfying certain conditions contained in the second amended credit agreement, or refinance the debt or enter into the new financing arrangement. |
| |
(3) | As of December 31, 2019, the Term Loans outstanding totaled $212.5 million, all of which are subject to interest rate swap agreements. The weighted average all-in interest rate for the Swapped Terms Loans was 3.90%.
|
| |
(4) | As of December 31, 2019, we had $78.2 million of variable rate mortgage notes effectively fixed through the use of interest rate swap agreements. We used the effective interest rates fixed under our interest rate swap agreements to calculate the debt payment obligations in future periods.
|
Our charter prohibits us from incurring debt that would cause our borrowings to exceed 75% of our gross assets, valued at the aggregate cost (before depreciation and other non-cash reserves), unless approved by a majority of our independent directors and disclosed to our stockholders in our next quarterly report. In addition to this limitation in our charter, our Board has adopted a policy to further limit our borrowings to 60% of the greater of cost (before depreciation or other non-cash reserves) or fair market value of our gross assets, unless excess borrowing is approved by a majority of our Board (including a majority of the independent directors) and disclosed to our stockholders in the next quarterly report along with a justification for such excess borrowing. As of December 31, 2019, our ratio of debt to total gross assets net of gross intangible lease liabilities was 39.1%, and our ratio of debt to the fair market value of our gross assets net of gross intangible lease liabilities was 38.2%. Fair market value is based on the estimated market value of our real estate assets as of December 31, 2019 used to determine our estimated per share NAV.
Our management reviews net debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage, and we therefore believe that the presentation of net debt provides useful information to stockholders. Net debt is a non-GAAP measure used to show our outstanding principal debt balance, excluding certain GAAP adjustments, such as financing and issuance costs and related accumulated amortization, less all cash and cash equivalents. As of December 31, 2019, our net debt leverage ratio, which is the ratio of net debt to total gross real estate assets net of gross intangible lease liabilities, was 38.6%.
The following table provides a reconciliation of the Credit Facility and notes payable, net balance, as reported on our consolidated balance sheet, to net debt as of December 31, 2019 (dollar amounts in thousands): |
| | | | |
| | | Balance as of December 31, 2019 |
| Credit facility and notes payable, net | | $ | 348,939 |
|
Deferred costs, net (1) | | 2,020 |
|
| Less: Cash and cash equivalents | | (5,111 | ) |
| Net debt | | $ | 345,848 |
|
Gross real estate assets, net (2) | | $ | 896,570 |
|
| Net debt leverage ratio | | 38.6 | % |
____________________________ | |
(1) | Deferred costs relate to mortgage notes payable and the term portion of the Credit Facility. |
| |
(2) | Net of gross intangible lease liabilities. |
Cash Flow Analysis
Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018
Operating Activities. Net cash provided by operating activities remained consistent for the year ended December 31, 2019, as compared to the same period in 2018. Net income after adjustments for non-cash items such as gains and impairments increased for the year ended December 31, 2019, as compared to the year ended December 31, 2018, offset by changes in rent and tenant receivables and accrued expenses and accounts payable due to the timing of cash receipts and payments. See “— Results of Operations” for a more complete discussion of the factors impacting our operating performance.
Investing Activities. Net cash used in investing activities decreased by $203.4 million for the year ended December 31, 2019, as compared to the same period in 2018, primarily due to a decrease in proceeds used for the acquisition of real estate assets of $172.2 millionand an increase in net proceeds from disposition of real estate assets of $40.4 million, offset by an increase in investments in marketable securities of $8.8 million during the year ended December 31, 2019.
Financing Activities. Net cash used in financing activities was $27.8 million for the year ended December 31, 2019, compared to net cash provided by financing activities of $175.5 million for the year ended December 31, 2018. The decrease of net cash provided by financing activities of $203.3 million was primarily due to a net paydown on borrowing facilities of $6.0 million during the year ended December 31, 2019 compared to net proceeds from borrowing facilities of $78.7 million during the year ended December 31, 2018, as well as a decrease in net proceeds from the issuance of common stock of $69.2 million, and an increase in redemptions of common stock of $47.1 million.
Election as a REIT
We have elected to be taxed, and currently qualify, as a REIT under the Internal Revenue Code, as amended. To maintain our qualification as a REIT, we must continue to meet certain requirements relating to our organization, sources of income, nature of assets, distributions of income to our stockholders and recordkeeping. As a REIT, we generally are not subject to federal income tax on taxable income that we distribute to our stockholders so long as we distribute at least 90% of our annual taxable income (computed without regard to the dividends paid deduction and excluding certain non-cash items and net capital gains).
If we fail to maintain our qualification as a REIT for any reason in a taxable year and applicable relief provisions do not apply, we will be subject to tax on our taxable income at regular corporate rates. We will not be able to deduct distributions paid to our stockholders in any year in which we fail to maintain our qualification as a REIT. We also will be disqualified for the four taxable years following the year during which qualification was lost unless we are entitled to relief under specific statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to maintain our qualification as a REIT for federal income tax purposes. No provision for federal income taxes has been made in our accompanying consolidated financial statements. We are subject to certain state and local taxes related to the operations of properties in certain locations, which, if applicable, have been provided for in our accompanying consolidated financial statements.
Inflation
We are exposed to inflation risk as income from long-term leases is the primary source of our cash flows from operations. There are, and we expect that there will continue to be, provisions in many of our tenant leases that are intended to protect us from, and mitigate the risk of, the impact of inflation. These provisions include rent steps and clauses enabling us to receive payment of additional rent calculated as a percentage of the tenant’s gross sales above pre-determined thresholds. In addition, most of our leases require the tenant to pay all or a majority of the property’s operating expenses, including real estate taxes, special assessments and sales and use taxes, utilities, insurance and building repairs. However, due to the long-term nature of leases for real property, such leases may not reset frequently enough to adequately offset the effects of inflation.
Related-Party Transactions and Agreements
We have entered into agreements with CIM Income NAV Management or its affiliates, whereby we agree to pay certain fees, or reimburse certain expenses of, CIM Income NAV Management or its affiliates, primarily advisory and performance fees and expenses, organization and offering costs, sales commissions, dealer manager fees and expenses, ongoing stockholder servicing fees, and reimbursement of certain acquisition and operating costs. In addition, on September 27, 2019, the Company executed a subscription agreement to purchase $50 million of limited partnership interests of CIM UII Onshore, which is affiliated with CIM. See Note 11 — Related-Party Transactions and Agreements to our consolidated financial statements in this Annual Report on Form 10-K for a further explanation of the various related-party transactions, agreements and fees.
Conflicts of Interest
Richard S. Ressler, the chairman of our Board, chief executive officer and president, who is also a founder and principal of CIM and is an officer/director of certain of its affiliates, is the chairman of the board, chief executive officer and president of CMFT and CCIT III, a director of CCIT II, and vice president of our advisor, CIM Income NAV Management. One of our directors, Avraham Shemesh, who is also a founder and principal of CIM and is an officer/director of certain of its affiliates, serves as a director of CCIT III and CMFT, is the chairman of the board, chief executive officer and president of CCIT II and CCPT V, and is president and treasurer of CIM Income NAV Management. One of our directors, Elaine Y. Wong, who is also a principal of CIM, serves as a director of CCPT V, CCIT II and CMFT. One of our independent directors, W. Brian Kretzmer, also serves as an independent director of CMFT and CCIT III. Our chief financial officer and treasurer, Nathan D. DeBacker, who is also an officer of other real estate programs sponsored by CCO Group, is a vice president of CIM Income NAV Management and is an officer of certain of its affiliates. As such, there are conflicts of interest where CIM Income NAV Management or its affiliates, while serving in the capacity as sponsor, general partner, officer, director, key personnel and/or advisor for CIM or another real estate program sponsored or operated by CIM or CCO Group, including other real estate offerings in registration, may be in conflict with us in connection with providing services to other real estate-related programs related to property acquisitions, property dispositions, and property management among others. The compensation arrangements between affiliates of CIM Income NAV Management and these other real estate programs sponsored or operated by CCO Group could influence the advice provided to us. See Part I, Item 1. Business — Conflicts of Interest of this Annual Report on Form 10-K.
Off-Balance Sheet Arrangements
As of December 31, 2019 and 2018, we had no material off-balance sheet arrangements that had or are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity or capital resources.
Critical Accounting Policies and Significant Accounting Estimates
Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. We believe the following critical accounting policies govern the significant judgments and estimates used in the preparation of our financial statements, which should be read in conjunction with the more complete discussionOriginal Form 10-K and with our other filings made with the SEC subsequent to the filing of our accounting policies and procedures included in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements in this Annual Report onthe Original Form 10-K.
Recoverability of Real Estate Assets
We acquire real estate assets and subsequently monitor those assets quarterly for impairment, including the review of real estate properties subject to direct financing leases, if applicable. Additionally, we record depreciation and amortization related to our assets. The risks and uncertainties involved in applying the principles related to real estate assets include, but are not limited to, the following:
The estimated useful lives of our depreciable assets affects the amount of depreciation and amortization recognized on our assets;
The review of impairment indicators and subsequent determination of the undiscounted future cash flows could require us to reduce the carrying value of assets held and used to a fair value estimated by management and recognize an impairment loss;
The fair value of held for sale assets is estimated by management. This estimated value could result in a reduction of the carrying value of the asset; and
Changes in assumptions based on actual results may have a material impact on our financial results.
Allocation of Purchase Price of Real Estate Assets
In connection with our acquisition of properties, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their respective relative fair values. Tangible assets consist of land, buildings, and tenant improvements. Intangible assets consist of above- and below-market lease values and the value of in-place leases. Our purchase price allocations are developed utilizing third-party appraisal reports, industry standards and management experience. The risks and uncertainties involved in applying the principles related to purchase price allocations include, but are not limited to, the following:
The value allocated to land, as opposed to buildings and tenant improvements, affects the amount of depreciation expense we record. If more value is attributed to land, depreciation expense is lower than if more value is attributed to buildings and tenant improvements;
Intangible lease assets and liabilities can be significantly affected by estimates including market rent, lease term including renewal options at rental rates below estimated market rental rates, carrying costs of the property during a hypothetical expected lease-up period, and current market conditions and costs, including tenant improvement allowances and rent concessions; and
We determine whether any financing assumed is above- or below-market based upon comparison to similar financing terms for similar types of debt financing with similar maturities.
Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements are described in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K.
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ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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 market risk arises primarily from interest rate risk relating to variable-rate borrowings. To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to manage 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 do not intend to hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations.
Interest Rate Risk
As of December 31, 2019, we had no variable rate debt outstanding.
As of December 31, 2019, we had nine interest rate swap agreements outstanding, which mature on various dates from December 2020 to September 2022, with an aggregate notional amount of $290.7 million and an aggregate net fair value liability of $4.9 million. The fair value of these interest rate swap agreements is dependent upon existing market interest rates and swap spreads. As of December 31, 2019, an increase of 50 basis points in interest rates would result in a derivative liability of $1.7 million, representing a $3.2 million net change to the fair value of the net derivative liability. A decrease of 50 basis points would result in a derivative liability of $8.1 million, representing a $3.2 million net change to the fair value of the net derivative liability.
As the information presented above includes only those exposures that existed as of December 31, 2019, it does not consider exposures or positions arising after that date. The information presented 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.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs and assume no other changes in our capital structure.
In July 2017, the Financial Conduct Authority (“FCA”) that regulates the London Interbank Offered Rate (“LIBOR”) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”) which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.
We have the ability to borrow variable rate debt under our Credit Facility and interest rate swap agreements maturing on various dates from December 2020 to September 2022, as further discussed in Note 8 — Credit Facility and Notes Payable to our consolidated financial statements, that are indexed to LIBOR. As such, we are monitoring and evaluating the related risks, which include interest on loans, amount paid on securities, or amounts received and paid on derivative instruments. These risks arise in connection with transitioning contracts to a new alternative rate, including any resulting value transfer that may occur. The value of loans, securities, or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued. For some instruments, the method of transitioning to an alternative rate may be challenging, as they may require negotiation with the respective counterparty.
If a contract is not transitioned to an alternative rate and LIBOR is discontinued, the impact on our contracts is likely to vary by contract. If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected. While we expect LIBOR to be available in substantially
its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.
Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to us, to be similarly affected by changes in economic conditions. We are subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, states or industries could result in a material reduction of our cash flows or material losses to us.
The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We believe that the credit risk of our portfolio is reduced by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants and mitigation options.
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ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The financial statements and supplementary data filed as part of this report are set forth beginning on page F-1 of this Annual Report on Form 10-K.
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ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
There were no changes in or disagreements with our independent registered public accountants during the year endedDecember 31, 2019.
ITEM 9A.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2019 was conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of December 31, 2019, were effective at a reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. | OTHER INFORMATION |
None.
PART III
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| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Board of Directors
In accordance with applicable law and our charter and bylaws, the business and affairs of the Company are managed under the direction of our board of directors. Our board of directors consists of seven directors, four of whom are independent directors. Our board of directors has formed three committees: the audit committee; the valuation, compensation and affiliate transactions committee; and the nominating and corporate governance committee.
As of the date of this report, our directors and executive officers, their ages and their positions and offices are as follows:
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| | | | |
| Name | | Age | | Position(s) |
| Richard S. Ressler | | 61 | | Chairman of the Board, Chief Executive Officer and President |
| George N. Fugelsang | | 79 | | Independent Director |
| W. Brian Kretzmer | | 67 | | Independent Director |
| Richard J. Lehmann | | 76 | | Independent Director |
| Avraham Shemesh | | 58 | | Director |
| Roger D. Snell | | 64 | | Independent Director |
| Elaine Y. Wong | | 40 | | Director |
Richard S. Ressler has served as our chief executive officer, president and a director since February 2018, and as the chairman of our board of directors and a member of the nominating and corporate governance committee since August 2018. Mr. Ressler also has served as vice president of CIM Income NAV Management, LLC (“CIM Income NAV Management”), our advisor, since February 2018. In addition, Mr. Ressler serves or served in the following positions for CCO Group, LLC and its affiliates (collectively, “CCO Group”) and certain other programs sponsored by CCO Group: |
| | | | | | | |
| Entity | | | Position(s) | | Dates |
| CIM Real Estate Finance Trust, Inc. (f/k/a Cole Credit Property Trust IV, Inc.) (“CMFT”) and Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) | | | Chief executive officer, president and director
Chairman of the board | | February 2018 – Present
August 2018 – Present |
| Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”) | | | Director | | January 2019 – Present |
| Cole Credit Property Trust V, Inc. (“CCPT V”) | | | Director | | January 2019 – October 2019 |
| CIM Real Estate Finance Management, LLC (f/k/a Cole REIT Management IV, LLC) (“CMFT Management”); Cole Corporate Income Management II, LLC (“CCI II Management”); Cole Corporate Income Management III, LLC (“CCI III Management”); Cole REIT Management V, LLC (“CCPT V Management”); CREI Advisors, LLC (“CREI Advisors”); and CCO Group, LLC | | | Vice president | | February 2018 – Present |
Mr. Ressler is the founder and President of Orchard Capital Corp. (“Orchard Capital”), a firm through which Mr. Ressler oversees companies in which Orchard Capital or its affiliates invest. Through his affiliation with Orchard Capital, Mr. Ressler serves in various senior capacities with, among others, CIM Group, LLC (“CIM”), a vertically-integrated owner and operator of real assets, and the indirect parent of our sponsor, advisor, dealer manager and property manager; Orchard First Source Asset Management (together with its controlled affiliates, “OFSAM”), a full-service provider of capital and leveraged finance solutions to U.S. corporations; and OCV Management, LLC (“OCV”), an investor, owner and operator of technology companies. Mr. Ressler also serves as a board member for various public and private companies in which Orchard Capital or its affiliates invest, including as chairman of j2 Global, Inc. (NASDAQ: JCOM), director of Presbia PLC (NASDAQ: LENS), and chairman of CIM Commercial Trust Corporation (NASDAQ: CMCT) (“CMCT”), a real estate investment trust that acquires, owns and operates office investments and is operated by affiliates of CIM. Mr. Ressler served as Chairman and CEO of JCOM from 1997 to 2000 and, through an agreement with Orchard Capital, currently serves as its non-executive Chairman. Mr. Ressler has served as a director of LENS since January 2015 and as chairman of CMCT since March 2014. Mr. Ressler co-founded CIM in 1994 and, through an agreement with Orchard Capital, chairs its executive, investment, credit, allocation and asset management committees. Mr. Ressler co-founded the predecessor of OFSAM in 2001 and, through an agreement with
Orchard Capital, chairs its executive committee. Mr. Ressler co-founded OCV in 2016 and, through an agreement with Orchard Capital, chairs its executive committee. Prior to founding Orchard Capital, from 1988 until 1994, Mr. Ressler served as Vice Chairman of Brooke Group Limited, the predecessor of Vector Group, Ltd. (NYSE: VGR) and served in various executive capacities at VGR and its subsidiaries. Prior to VGR, Mr. Ressler was with Drexel Burnham Lambert, Inc., where he focused on merger and acquisition transactions and the financing needs of middle-market companies. Mr. Ressler began his career in 1983 with Cravath, Swaine and Moore LLP, working on public offerings, private placements, and merger and acquisition transactions. Mr. Ressler holds a B.A. from Brown University, and J.D. and M.B.A. degrees from Columbia University. Mr. Ressler was selected to serve as a director because of his extensive real estate, business management and finance experience and expertise, in addition to his leadership roles at several public companies, all of which are expected to bring valuable insight to the board of directors.
George N. Fugelsang has served as a director and a member of our audit committee since September 2011, and as chairman of our valuation, compensation and affiliate transactions committee and a member of our nominating and corporate governance committee since August 2018. He previously served as non-executive chairman of our board of directors from June 2015 until August 2018. Mr. Fugelsang served as a member of the board of directors, audit committee and compensation committee of Cole Credit Property Trust II, Inc. (“CCPT II”) from May 2010, June 2010 and May 2011, respectively, until CCPT II’s merger with Spirit Realty Capital, Inc. in July 2013. From 1994 through 2001, Mr. Fugelsang was chief executive officer of Dresdner Kleinwort Benson North America, the U.S.-based investment banking business of Dresdner Bank AG, where he was responsible for all of Dresdner Bank AG’s activities in North America. From 1996 until 2001, Mr. Fugelsang was also chairman of the board of Dresdner Bank Mexico, S.A., chairman of the board of Dresdner Bank Canada and a member of the board of directors of Dresdner RCM Global Investors LLC. Mr. Fugelsang served on the board of managers of Mrs. Fields’ Famous Brands, LLC from May 2004 until July 2008. Mr. Fugelsang also served on the boards of trustees of the Institute of International Bankers and the Thunderbird School of Global Management, and as a member of the board of directors of Advanced Research Technologies of Montreal, Canada. He was also a member of the board of the New York City Partnership, the German American Chamber of Commerce, Inc., and a director of the Foreign Policy Association in New York. Mr. Fugelsang formerly served on the advisory board of the Monterey Institute of International Studies, an affiliate of Middlebury College. Mr. Fugelsang was selected to serve as a director because of his experience as the chief executive officer of an investment bank, his extensive financing experience and his general business accomplishments, all of which are expected to bring valuable insight to the board of directors.
W. Brian Kretzmer has served as an independent director of our company since February 2018, and a member of our audit committee and our valuation, compensation and affiliate transactions committee since August 2018. In addition, Mr. Kretzmer serves in the following positions for certain other programs sponsored by CCO Group:
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| | | | | | | |
| Entity | | | Position(s) | | Dates |
| CCIT III and CMFT | | | Independent director | | February 2018 – Present |
Mr. Kretzmer currently operates his own consultancy practice and is an investor in several private firms where he serves in multiple capacities. From 1999 to 2006, Mr. Kretzmer was Chief Executive Officer of MAI Systems Corporation (which operated principally through its subsidiary Hotel Information Systems), a provider of enterprise management solutions for lodging organizations. He also served as Chief Financial Officer of MAI Systems Corporation from 1993 to 1996 and 1999 to 2000. Mr. Kretzmer is a thirty-year veteran in technology industries. Mr. Kretzmer has also served as a director of j2 Global, Inc. since July 2007. Mr. Kretzmer holds a B.A. from Montclair State University and an M.B.A. from Farleigh Dickinson University. Mr. Kretzmer was selected to serve as a director because of his extensive operational and financial perspective and accounting expertise, in addition to his leadership roles at MAI Systems Corporation, all of which are expected to bring valuable insight to the board of directors.
Richard J. Lehmann has served as one of our independent directors since January 2012 and as the chairman of the nominating and corporate governance committee and a member of the valuation, compensation and affiliate transactions Committee since August 2018. He served as the founding principal of The informationBiltmore Bank of Arizona from 2002 to 2018, and previously served as chairman of Bank Capital Corporation, its former holding company, from 2002 until 2012. In 2012, The Biltmore Bank of Arizona was sold to Grandpoint Capital, Inc., a bank holding company headquartered in California. Mr. Lehmann served on the board of directors of Grandpoint Capital from 2012 until it was sold to Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) in 2018. Mr. Lehmann began his banking career with Citibank in 1969. When he left Citibank in 1988 he was senior corporate officer for Europe, Middle East and Africa. In 1988, he became chairman and chief executive officer of Valley National Bank of Arizona and served in that capacity until the bank was sold to Banc One Corporation in 1993. Mr. Lehmann remained with the combined company and was appointed president and chief operating officer of Banc One and as a member of its board of directors in 1995. Following the merger of Banc One with First Chicago NBD Corporation to form
Bank One Corporation in 1998, Mr. Lehmann served as vice chairman of the combined entity with responsibility for all consumer banking activities until his retirement on December 31, 1999. Mr. Lehmann also serves as director and chairman of the finance and investments committee of the TGen Foundation. He previously served on the boards of Knight-Swift Transportation, eFunds Corporation, iCrossing, Inc., Moore Corporation, and the Thunderbird School of Global Management. Prior civic activities include board participation with the Phoenix Art Museum, Ohio State University Hospital, Greater Phoenix Leadership, United Way of Greater Phoenix (campaign Chairman), and The Nature Conservancy of Arizona. Mr. Lehmann received an M.B.A and B.A. from the University of Washington. Mr. Lehmann was selected to serve as a director because of his experience as a financial services industry executive, with strong leadership, finance and global experience, all of which are expected to bring valuable insight to the board of directors.
Avraham Shemesh has served as a director since January 2019. Mr. Shemesh has also served as president and treasurer of CIM Income NAV Management since February 2018. In addition, Mr. Shemesh serves in the following positions for CCO Group and certain other programs sponsored by CCO Group: |
| | | | | | | | |
| Entity | | | Position(s) | | | Dates |
CCIT II
| | | Chief executive officer and president
Chairman of the Board | | | February 2018 – Present
August 2018 – Present |
| CCPT V | | | Chief executive officer and president
Director Chairman of the Board | | | February 2018 – Present
March 2018 – Present
August 2018 – Present |
| CCIT III | | | Director | | | January 2019 – Present |
| CMFT | | | Director | | | March 2019 – Present |
| CCPT V Management; CCI III Management; CMFT Management; CCI II Management; CCO Group, LLC; and CREI Advisors | | | President and treasurer | | | February 2018 – Present |
Mr. Shemesh is a Co-Founder and Principal of CIM, with more than 25 years of active real estate, infrastructure and lending experience. Since co-founding CIM in 1994, Mr. Shemesh has been instrumental in building the firm’s real estate, infrastructure and debt platforms. He serves on CIM’s Investment and Real Assets Management Committees, providing guidance on the diverse opportunities available across CIM’s various platforms. Mr. Shemesh is responsible for CIM’s long-time relationships with strategic institutions and oversees teams essential to acquisitions, portfolio management and internal and external communication. Since March 2014, Mr. Shemesh also has served as a director of CMCT, a real estate investment trust that acquires, owns and operates office investments and is operated by affiliates of CIM. Prior to CIM, Mr. Shemesh was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, which developed a wide variety of commercial and multifamily properties in Los Angeles. Mr. Shemesh was selected to serve as a director because of his significant experience with the real estate acquisition process and strategic planning as a result of his experience with CIM, including as a Co-Founder thereof, as well as his leadership roles at CIM and CMCT, all of which are expected to bring valuable insight to the board of directors.
Roger D. Snell has served as a director and as the chairman of the audit committee since September 2011, and as a member of the valuation, compensation and affiliate transactions committee since August 2018. Mr. Snell has been chief investment officer of Veritas Investments, a multi-family real estate investment firm, since January 2012. From February 2003 until June 2012, Mr. Snell was the managing director of SIP Investment Partners, a commercial real estate investment firm. From February 1997 to June 2002, Mr. Snell was president and chief executive officer of Peregrine Real Estate Investment Trust, a publicly-traded commercial real estate and hotel property REIT that was reorganized into a private company named WinShip Properties. In 1996, prior to joining Peregrine, Mr. Snell was managing director of Snell & Co., LLC, an investment advisory firm, and president and chief executive officer of Perini Investment Properties, a publicly traded REIT focusing on commercial real estate and hotel properties (later renamed Pacific Gateway Properties), from January 1993 to January 1996. Prior to joining Perini, Mr. Snell held various leadership positions in other commercial real estate investment and development companies. Mr. Snell received an M.B.A from Harvard Business School and a B.S. degree from the University of California, Berkeley. Mr. Snell was selected to serve as a director because of his experience as a real estate industry executive with executive investment, capital markets and portfolio management expertise, all of which are expected to bring valuable insight to the board of directors.
Elaine Y. Wong has served as a director since October 2019. In addition, since October 2019, Ms. Wong has also served as a director of CCIT II, CCPT V and CMFT. Ms. Wong has served as a Principal of CIM and a member of its Investment Committee since February 2015, and as CIM’s Head of Marketing & Communications since May 2018. From February 2015 to April 2018, Ms. Wong served as CIM’s Global Head of Partner & Co-Investor Relations. She served at CIM from February 2012 to January 2015 as 1st Vice President, Global Head of Fundraising and Investor Relations, from February 2010 to January 2012 as Vice President, Fundraising & Investor Relations, and from April 2007 to January 2010 as Associate, Investor Relations. Prior to joining CIM, Ms. Wong served from May 2005 to March 2007 as an Associate at Perry Capital, LLC, and from July 2001 to April 2005 as an Analyst, and then Associate in the Equities Division, Financial and Strategic Management, of Goldman Sachs & Co. Ms. Wong received her Bachelor of Science degree in Accounting and Finance from New York University, Leonard N. Stern School of Business. Ms. Wong was selected to serve as a director because of her experience as a principal of CIM Group and her expertise in investor relations, marketing and communications strategy, as well as her background leading CIM’s fundraising efforts, all of which are expected to bring valuable insight to the board of directors.
Board Meetings and Annual Stockholder Meeting
The board of directors held five meetings during the fiscal year ended December 31, 2019. Each director attended all of the meetings of our board of directors, and all of the meetings of the committees on which he or she served, held during the period for which he or she served as a director during the fiscal year ended December 31, 2019. Although we do not have a formal policy regarding attendance by members of our board of directors at our Annual Meeting of Stockholders, we encourage all of our directors to attend. All of our directors serving at the time of our 2019 Annual Meeting of Stockholders attended our 2019 Annual Meeting of Stockholders either in person or by telephone.
Independence
As required by this Item willour charter, a majority of the members of our board of directors must qualify as “independent” as affirmatively determined by the board. Consistent with our charter and applicable securities and other laws and regulations regarding the definition of “independent,” including the requirements of the North American Securities Administrators Association’s Statement of Policy Regarding Real Estate Investment Trusts, after review of all relevant transactions or relationships between each director, or any of his or her family members, and the Company, our senior management and our independent registered public accounting firm, the board has determined that Messrs. Fugelsang, Kretzmer, Lehmann and Snell, who comprise a majority of our board, qualify as independent directors. Although our shares are not listed for trading on any national securities exchange, our independent directors also meet the current independence and qualifications requirements of the New York Stock Exchange.
Board Committees
The board of directors has established a committee structure that includes an audit committee, a valuation, compensation and affiliate transactions committee and a nominating and corporate governance committee. The audit committee and valuation, compensation and affiliate transactions committee are each comprised solely of independent directors, and a majority of the members of the nominating and corporate governance committee are independent directors.
Audit Committee
The audit committee is comprised of Mr. Snell, Mr. Fugelsang and Mr. Kretzmer, all of whom are independent directors. Mr. Snell serves as the chairman of the audit committee. The audit committee reports regularly to the full board. The audit committee meets periodically during the year, usually in conjunction with regular meetings of the board. The audit committee, by approval of at least a majority of the members, selects the independent registered public accounting firm to audit our annual financial statements, reviews with the independent registered public accounting firm the plans and results of the audit engagement, approves the audit and non-audit services provided by the independent registered public accounting firm, reviews the independence of the independent registered public accounting firm, considers the range of audit and non-audit fees and reviews the adequacy of our internal accounting controls. Our board of directors has adopted a charter for the audit committee that sets forth its specific functions and responsibilities. The audit committee charter can be presentedlocated on our sponsor’s website at www.cimgroup.com/investment-strategies/individual/managed-reit-corporate-governance by clicking on “INAV.”
Although our shares are not listed for trading on any national securities exchange, all members of the audit committee meet the current independence and qualifications requirements of the New York Stock Exchange, as well as our charter and applicable rules and regulations of the SEC. While each member of the audit committee has significant financial experience, the board of directors has determined that Mr. Snell and Mr. Kretzmer satisfy the SEC’s requirements for an “audit committee financial expert” and has designated Mr. Snell and Mr. Kretzmer as our audit committee financial experts. The audit committee met four times during 2019.
Valuation, Compensation and Affiliate Transactions Committee
The valuation, compensation and affiliate transactions committee is comprised solely of our independent directors, Messrs. Fugelsang, Kretzmer, Lehmann and Snell. Mr. Fugelsang serves as the chairman of the committee. The committee met one time during 2019. Our board of directors has adopted a charter for the valuation, compensation and affiliate transactions committee that sets forth its specific functions and responsibilities. The charter of the valuation, compensation and affiliate transactions committee is available on our sponsor’s website at www.cimgroup.com/investment-strategies/individual/managed-reit-corporate-governance by clicking on “INAV.”
The primary purposes of the committee are to: (1) assist the board of directors in satisfying its obligations with respect to matters related to the Company’s net asset value (“NAV”), including periodic review of the Company’s valuation policies; (2) oversee the Company’s compensation programs, including plans and programs relating to cash compensation, incentive compensation, equity-based awards and other benefits and perquisites and to administer any such plans or programs as required by the terms thereof; (3) perform an annual or more frequent review of the advisory agreement between the Company and its advisor, CIM Income NAV Management, and/or its affiliates, and any amendments thereto, and review the performance of CIM Income NAV Management and determine whether compensation paid to it is reasonable in relation to the nature and quality of services performed and the investment performance of the Company, and that the provisions of the advisory agreement are being carried out by the advisor; (4) consider for approval any other agreements and transactions between the Company and/or its subsidiaries on the one hand and any of (i) the advisor, (ii) CIM and/or its subsidiaries, (iii) a director or officer of the Company, or (iv) an affiliate of the foregoing, on the other hand; and (5) consider the approval of all other matters required to be approved by the independent directors. Notwithstanding the scope of the committee’s responsibilities under the charter with respect to compensation matters, our definitive proxy statementexecutive officers, including our principal financial officer, and non-independent directors do not receive compensation directly from us for services rendered to us, and we do not pay any compensation directly to our 2020executive officers or non-independent directors.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee consists of three directors, Messrs. Fugelsang, Lehmann and Ressler, with Mr. Lehmann serving as the chairman of the committee. A majority of the members of the nominating and corporate governance committee are independent directors; Mr. Ressler, our chief executive officer and president, is the sole non-independent director serving on the nominating and corporate governance committee. The committee met three times during 2019. Our board of directors has adopted a charter for the nominating and corporate governance committee that sets forth its specific functions and responsibilities. The charter of the nominating and corporate governance committee is available on our sponsor’s website at www.cimgroup.com/investment-strategies/individual/managed-reit-corporate-governance by clicking on “INAV.”
The primary purposes of the nominating and corporate governance committee are to: (1) at the request of the board of directors, review and make recommendations to the board of directors regarding the size, structure and composition of the board of directors and its committees; (2) establish criteria for the selection of directors to serve on the board; (3) identify and evaluate individuals believed to be qualified to become board members, including persons suggested by the Company’s stockholders or others on a substantially similar basis as it considers other nominees, and conduct appropriate inquiries into the independence, background and qualifications of such possible candidates, including all applicable requirements contained in the Company’s charter; (4) recommend prospective candidates to the board for nomination by the board at each annual meeting of the stockholders or any special meeting of the stockholders at which directors are to be elected, and for any vacancies or newly created directorships on the board of directors; (5) make recommendations to the board of directors regarding members to serve on committees of the board of directors, taking into account the experience and expertise of each individual director; (6) review on an annual basis the Company’s codes of ethics for independent directors and the principal executive officer and senior financial officers, respectively, as well as such other governance documents and policies that may be adopted by the Company from time to time; and (7) advise and make recommendations to the board of directors on corporate governance and all matters pertaining to the role of the board of directors and the practices and the performance of its directors.
The nominating and corporate governance committee and the board of directors annually review the appropriate experience, skills and characteristics required of board members in the context of the then-current membership of the board, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in a variety of areas. This assessment includes, in the context of the perceived needs of the board at that time, issues of knowledge, experience, judgment and skills such as an understanding of the real estate industry or brokerage industry or accounting or financial management expertise. Other considerations include the candidate’s independence from conflicts of interest with the Company and the ability of the candidate to attend board meetings regularly and to devote an appropriate amount of effort in preparation for those meetings. A majority of our directors must be independent, as defined in our charter. Moreover, as required by our charter, at least one of
our independent directors must have at least three years of relevant real estate experience, and each director must have at least three years of relevant experience demonstrating the knowledge and experience required to successfully acquire and manage the type of assets we acquire and manage.
Historically, our board of directors has solicited candidate recommendations from its own members and management of the Company. The Company has not employed and does not currently employ or pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees, although we are not prohibited from doing so if we determine such action to be in the best interests of the Company. Our nominating and corporate governance committee and board of directors also will consider recommendations made by stockholders for director nominees who meet the established director criteria set forth above. In evaluating the persons recommended as potential directors, our nominating and corporate governance committee and board of directors will consider each candidate without regard to the source of the recommendation and take into account those factors that our board of directors determines are relevant. Stockholders may directly nominate potential directors (without the recommendation of our board of directors) by satisfying the procedural requirements for such nomination as provided in Article II, Section 11 of our bylaws.
In considering possible candidates for election as a director, the nominating and corporate governance committee and the board of directors are guided by the principles that each director should (i) be an individual of high character and integrity; (ii) be accomplished in his or her respective field, with superior credentials and recognition; (iii) have relevant expertise and experience upon which to base advice and guidance to management in the conduct of our real estate investment and management activities; (iv) have sufficient time available to devote to our affairs; and (v) represent the long-term interests of our stockholders as a whole. Our nominating and corporate governance committee and board of directors may also consider an assessment of its diversity, including factors such as, but not limited to, age, geography, gender and ethnicity. While we do not have a formal diversity policy, we believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities.
Communication with Directors
We have established procedures for stockholders or other interested parties to communicate directly with our board of directors. Such parties can contact the board by mail at: Chairman of the Board of Directors of CIM Income NAV, Inc., c/o Corporate Secretary, 2398 East Camelback Road, 4th Floor, Phoenix, Arizona 85016.
The chairman of the board of directors will receive all communications made by these means, and will distribute such communications to such member or members of our board of directors as he deems appropriate, depending on the facts and circumstances outlined in the communication received.
Board Leadership Structure
Richard S. Ressler serves as both the chairman of our board of directors and our chief executive officer. In addition, all of the independent directors are members of the valuation, compensation and affiliate transactions committee, which is expectedchaired by Mr. Fugelsang, our former chairman, and considers matters for which the oversight of our independent directors is key, including matters relating to be filedthe valuation of the Company’s common stock, review of the performance and fees paid to the advisor, and review and approval of any transactions with affiliates.
Our board of directors has the authority to select the leadership structure it considers appropriate, considering many factors including the specific needs of our business and what is in the best interests of our stockholders. The independent directors have determined that the most effective board of directors leadership structure for the Company at the present time is for the chief executive officer to also serve as chairman of the board of directors. The independent directors believe that, because the chief executive officer is ultimately responsible for the day-to-day operation of the Company and for executing the Company’s strategy, and because the performance of the Company is an integral part of board deliberations, the chief executive officer is the director best qualified to act as chairman of the board of directors.
The board of directors retains the authority to modify this structure to best address the Company’s unique circumstances, and to advance the best interests of all stockholders, as and when appropriate. The board of directors believes that the current board leadership structure is the most appropriate at this time, given the specific characteristics and circumstances of the Company. With the assistance of the nominating and corporate governance committee, the board of directors will continue to monitor the corporate governance practices of the Company, including the leadership structure of its board of directors.
In addition, although we do not have a lead independent director, in light of the function and make-up of the valuation, compensation and affiliate transactions committee, and for the reasons further set forth below, the board of directors believes that its current corporate governance practices achieve independent oversight and management accountability. Our governance
practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of and communication with our executive officers, as well as the officers and key personnel of our advisor. Some of the relevant processes and other corporate governance practices include:
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| • | | A majority of our directors are independent directors. Each director is an equal participant in decisions made by the full board of directors. In addition, all matters that relate to our sponsor, our advisor or any of their affiliates must be approved by a majority of the independent directors. The audit committee and the valuation, compensation and affiliate transactions committee are comprised entirely of independent directors. |
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| • | | Each of our directors is elected annually by our stockholders. |
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| • | | Our advisor has a one-year contract, with an annual review by, and renewal subject to the approval of, our board of directors. The fees paid to our advisor must be deemed reasonable, as determined by our independent directors, on an annual basis. |
The Board’s Role in Risk Oversight
The board of directors oversees our stockholders’ interest in the long-term health and the overall success of the Company and its financial strength.
The board of directors is actively involved in overseeing risk management for the Company. It does so, in part, through its oversight of our property acquisitions and assumptions of debt, as well as its oversight of our Company’s executive officers and our advisor. In particular, the board of directors may determine at any time to terminate the advisor, and must evaluate the performance of the advisor, and re-authorize the advisory agreement, on an annual basis.
In addition, the audit committee is responsible for assisting the board of directors in overseeing the Company’s management of risks related to financial reporting. The audit committee has general responsibility for overseeing the accounting and financial processes of the Company, including oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and the adequacy of the Company’s internal control over financial reporting. In addition, we have adopted policies and procedures with respect to complaints related to accounting, internal accounting controls or auditing matters, which enables anonymous and confidential submission of complaints that the audit committee shall discuss with management. Further, in connection with the SEC within 120 days after December 31, 2019,annual audit of the Company’s financial statements, the audit committee conducts a detailed review with the Company’s independent auditors of the accounting policies used by the Company and its financial statement presentation.
Code of Business Conduct and Ethics
Our board of directors has adopted a Code of Ethics for Principal Executive Officer and Senior Financial Officers (the “Code of Business Conduct and Ethics”) that is incorporated hereinapplicable to our principal executive officer, principal financial officer and principal accounting officer. The policy may be located on our sponsor’s website at www.cimgroup.com/investment-strategies/individual/managed-reit-corporate-governance by reference.clicking on “INAV.” If, in the future, we amend, modify or waive a provision in the Code of Business Conduct and Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our sponsor’s website as necessary.
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| ITEM 11. | EXECUTIVE COMPENSATION |
The information required by this ItemCompensation of Directors
Summary
Directors who are also officers or employees of the Company, our advisor or their affiliates (Messrs. Ressler and Shemesh and Ms. Wong) do not receive any special or additional remuneration for service on the board of directors or any of its committees. Each independent director receives compensation for service on the board of directors and any of its committees as provided below:
an annual board membership retainer of $90,000; and
an additional annual retainer for each committee on which a director serves equal to $25,000 for the committee chair and $15,000 for other members of the committee.
Each director’s aggregate annual board compensation will be presentedpaid 75% in cash (in four quarterly installments) and 25% will be paid in the form of an annual grant of restricted Class D Shares based on the then-current per share NAV at the time of grant pursuant to the CIM Income NAV, Inc. 2018 Equity Incentive Plan (the “Equity Plan”), as further described below. Restricted
stock grants issued pursuant to the Equity Plan will generally vest one year from the date of the grant. In addition, all directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the board of directors.
Director Compensation Table
The following table sets forth certain information with respect to our definitive proxy statementdirector compensation during the fiscal year ended December 31, 2019:
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| | | | | | | | | | | | | | | | | | | | |
| Name | | Fees Earned
or Paid in
Cash ($) | | Stock
Awards
($)(2) | | Non-Equity
Incentive Plan
Compensation
($) | | All Other
Compensation
($) | | Total Compensation ($) |
| Richard S. Ressler | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| George N. Fugelsang | | $ | 108,750 |
| | $ | 36,250 |
| | $ | — |
| | $ | — |
| | $ | 145,000 |
|
| W. Brian Kretzmer | | $ | 90,000 |
| | $ | 30,000 |
| | $ | — |
| | $ | — |
| | $ | 120,000 |
|
| Richard J. Lehmann | | $ | 97,500 |
| | $ | 32,500 |
| | $ | — |
| | $ | — |
| | $ | 130,000 |
|
| Avraham Shemesh | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Roger D. Snell | | $ | 97,500 |
| | $ | 32,500 |
| | $ | — |
| | $ | — |
| | $ | 130,000 |
|
Elaine Y. Wong(1) | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
___________________
(1) Ms. Wong was elected as a member of our board of directors effective October 15, 2019.
(2) Represents the grant date fair value of the restricted Class D Shares issued pursuant to the Equity Plan, for purposes of Accounting Standards Codification Topic 718, Compensation—Stock Compensation. Each of the independent directors received a grant of restricted Class D Shares on October 1, 2019, which shares will vest one year from the date of grant. The grant date fair value of the restricted shares is based on the per share estimated NAV for Class D Shares on October 1, 2019, which was $17.68.
Long Term Incentive Plan Awards to Independent Directors
In August 2018, in connection with the approval and implementation of a revised compensation structure of our independent directors, the board of directors approved the Equity Plan, under which 400,000 of the Company’s common shares were reserved for issuance and share awards of approximately 385,000 are available for future grant at December 31, 2019. Under the Equity Plan, the board of directors or a committee designated by the board of directors has the authority to grant restricted stock awards or deferred stock awards to non-employee directors of the Company. The board of directors or committee also has the authority to determine the terms of any award granted pursuant to the Equity Plan, including vesting schedules, restrictions and acceleration of any restrictions. The purpose of the Equity Plan is to help the Company: (1) align the interests of the non-employee directors compensated under the Equity Plan with the Company’s stockholders; and (2) to promote ownership of the Company’s equity. Pursuant to the Equity Plan, we may award restricted stock or deferred stock units.
On October 1, 2019, the Company granted awards of approximately 1,800 restricted shares of Class D Shares to each of the independent members of the board of directors (approximately 7,400 restricted shares in aggregate) under the Equity Plan, which fully vest on October 1, 2020 based on one year of continuous service, representing 25% of each independent director’s annual meetingaggregate board compensation for the twelve month period beginning October 2019 (the “October 2019 Restricted Stock Awards”). The October 2019 Restricted Stock Awards vest on the one-year anniversary of stockholders,the award date.
The term of the Equity Plan is ten years. The board of directors may amend or terminate the Equity Plan at any time prior to the end of its ten year term, provided that the Equity Plan will remain in effect until all awards made pursuant to the Equity Plan have been satisfied or terminated in accordance with the Equity Plan. Upon a change of control, including the dissolution, liquidation, reorganization, merger or consolidation with one or more entities as a result of which we are not the surviving corporation, or upon a sale of all or substantially all of our assets, the board of directors or a committee thereof may make provisions for any awards not assumed or substituted pursuant to the agreement effectuating the change of control, including (1) accelerating the vesting period of unvested awards, or (2) canceling any non-vested award or other awards in which the fair market value of the shares subject to the award is expectedzero, in each case in accordance with and pursuant to the terms of the applicable award agreement and the Equity Plan.
In the event that our valuation, compensation and affiliate transactions committee determines that any distribution, recapitalization, stock split, reorganization, merger, liquidation, dissolution or sale, transfer, exchange or other disposition of all or substantially all of our assets, or other similar corporate transaction or event, affects the stock such that an adjustment is
appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be filedmade available under the Equity Plan or with respect to an award, then the SEC within 120 days aftervaluation, compensation and affiliate transactions committee shall, in such manner as it may deem equitable, adjust the number and kind of shares or the exercise price with respect to any award.
Compensation Committee Interlocks and Insider Participation
The valuation, compensation and affiliate transactions committee consists only of our independent directors. In addition, we do not separately compensate our executive officers. Therefore, none of our executive officers participated in any deliberations regarding executive compensation.
During the fiscal year ended December 31, 2019, both of our executive officers served as executive officers (and, in the case of Mr. Ressler, as a director) of other externally managed companies sponsored by our sponsor. In addition, Mr. Shemesh serves as an executive officer and director of other externally managed companies sponsored by our sponsor. Like us, such companies have a valuation, compensation and affiliate transactions committee consisting of their independent directors, and they do not separately compensate their executive officers.
Executive Officers
In addition to Richard S. Ressler, the following individual currently serves as an executive officer of the Company:
Nathan D. DeBacker, age 40, has served as our chief financial officer and treasurer since August 2016, and as vice president of CIM Income NAV Management since February 2018. In addition, Mr. DeBacker serves in the following positions for CCO Group and certain other programs sponsored by CCO Group:
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| Entity | | Position(s) | | Dates |
| CMFT; CCIT II; CCPT V; and CCIT III | | Chief financial officer and treasurer | | August 2016 – Present |
| CMFT Management; CCPT V Management; CCI II Management; CCI III Management; CCO Group, LLC; and CREI Advisors | | Vice president | | February 2018 – Present |
| CCO Capital, LLC (“CCO Capital”) | | Vice president Chief financial officer | | December 2018 – March 2019 February 2018 – December 2018
March 2019 – Present |
| CIM Real Assets & Credit Fund | | Chief financial officer and treasurer | | August 2019 – Present |
In addition, Mr. DeBacker has served as chief financial officer of CMCT since March 2019. From August 2016 to February 2018, Mr. DeBacker served as senior vice president and chief financial officer, Cole REITs, of VEREIT, Inc. (“VEREIT”). Mr. DeBacker was the principal at CFO Financial Services, LLC, a certified public accounting firm that provided accounting, payroll, tax, forecasting and planning, business valuation and investment advisory services to business organizations, from May 2014 until August 2016. Mr. DeBacker was also registered as an investment adviser representative with Archer Investment Corporation, an investment advisory firm that partners with accountants and CPAs to provide investment management solutions for their clients, from November 2015 until August 2016. From December 2005 until May 2014, Mr. DeBacker worked at Cole Capital, the predecessor to CCO Group, and, following the merger with VEREIT, most recently served as vice president of real estate planning and analysis. From 2002 until 2005, Mr. DeBacker worked as an auditor for the independent public accounting firm of Ernst & Young LLP. Mr. DeBacker earned his bachelor’s degree in accounting from the University of Arizona and is incorporateda Certified Public Accountant in Arizona.
Each of our executive officers has stated that there is no arrangement or understanding of any kind between him and any other person relating to his appointment as an executive officer of our Company. We are also not aware of any family relationships among any of the directors or executive officers of the Company.
Compensation of Executive Officers
We have no employees. Our executive officers, including our principal financial officer, do not receive compensation directly from us for services rendered to us, and we do not intend to pay any compensation directly to our executive officers. As a result, we do not have, and our board of directors has not considered, a compensation policy or program for our executive officers. Accordingly, we have not included herein a Compensation Committee Report or a Compensation Discussion and Analysis.
Certain of our executive officers are also officers of CIM Income NAV Management, our advisor, and/or its affiliates, and are compensated by reference.these entities, in part, for their services to us. We pay fees to such entities under our advisory agreement and dealer manager agreement. We also reimburse CIM Income NAV Management for its provision of administrative services, including related personnel costs, subject to certain limitations. A description of the fees that we pay to our advisor and dealer manager or any affiliate thereof is found in Item 13. Certain Relationships and Related Transactions and Director Independence, below.
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table sets forth information requiredas of April 17, 2020 regarding the beneficial ownership of our common stock by this Item will be presented ineach person known by us to own 5% or more of the outstanding shares of common stock, each of our definitive proxy statement fordirectors, and each named executive officer, and our 2020 annual meetingdirectors and executive officers as a group. The percentage of stockholders, whichbeneficial ownership is expected to be filed with the SEC within 120 days after December 31, 2019,calculated based on 16,811,049 Class D Shares, 14,436,430 Class T Shares, 955,492 Class I Shares, and is incorporated herein by reference.7,163 Class S Shares of common stock outstanding as of April 17, 2020.
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Name of Beneficial Owner (1) | | Number of
D Shares of Common
Stock
Beneficially
Owned (2) | | Number of
T Shares of Common
Stock
Beneficially
Owned (2) | | Number of S Shares of Common Stock Beneficially Owned (2) | | Number of
I Shares of Common
Stock
Beneficially
Owned (2) | | Percentage |
| Richard S. Ressler | | — |
| | — |
| | — |
| | — |
| | — |
|
George N. Fugelsang (3) | | 4,042 |
| | — |
| | — |
| | — |
| | * |
|
W. Brian Kretzmer (4) | | 3,535 |
| | — |
| | — |
| | — |
| | * |
|
Richard J. Lehmann (5) | | 3,829 |
| | — |
| | — |
| | — |
| | * |
|
| Avraham Shemesh | | — |
| | — |
| | — |
| | — |
| | — |
|
Roger D. Snell (6) | | 3,829 |
| | — |
| | — |
| | — |
| | * |
|
| Elaine Y. Wong | | — |
| | — |
| | — |
| | — |
| | — |
|
| Nathan D. DeBacker | | — |
| | — |
| | — |
| | — |
| | — |
|
| All executive officers and directors as a group (8 persons) | | 15,235 |
| | — |
| | — |
| | — |
| | * |
|
___________________
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| (1) | The address of each beneficial owner listed is c/o CIM Income NAV, Inc., 2398 East Camelback Road, 4th Floor, Phoenix, Arizona 85016. |
| (2) | Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities and shares issuable pursuant to options, warrants and similar rights held by the respective person or group which may be exercised within 60 days following April 17, 2020. |
| (3) | Includes 2,050.339 restricted Class D Shares of common stock issued under the Equity Plan in connection with Mr. Fugelsang’s service as a member of the board of directors. |
| (4) | Includes 1,744.736 restricted Class D Shares of common stock issued under the Equity Plan in connection with Mr. Kretzmer’s service as a member of the board of directors. |
| (5) | Includes 1,890.130 restricted Class D Shares of common stock issued under the Equity Plan in connection with Mr. Lehmann’s service as a member of the board of directors. |
| (6) | Includes 1,890.130 restricted Class D Shares of common stock issued under the Equity Plan in connection with Mr. Snell’s service as a member of the board of directors. |
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| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
The information required by this Item will be presentedOur independent directors have reviewed the material transactions between our affiliates and us during the year ended December 31, 2019. Set forth below is a description of the transactions with affiliates. We believe that we have executed all of the transactions set forth below on terms that are fair and reasonable to the Company and on terms no less favorable to us than those available from unaffiliated third parties.
Advisory Agreement
We are party to an Advisory Agreement with CIM Income NAV Management whereby CIM Income NAV Management manages our day-to-day operations and identifies and makes investments on our behalf. In return, we pay to CIM Income NAV Management an asset-based advisory fee that is payable in arrears on a monthly basis and accrues daily in an amount equal to 1/365th of 1.10% of our definitive proxy statementNAV for our 2020 annual meetingeach class of stockholders, which is expected to be filed withcommon stock. Advisory fees for the SEC within 120 days afteryear ended December 31, 2019 totaled $6.6 million. We also reimburse CIM Income NAV Management for expenses incurred in connection with the provision of advisory services pursuant to the Advisory Agreement. Such expense reimbursements for the year ended December 31, 2019 totaled $1.3 million.
In addition, we reimburse CIM Income NAV Management for acquisition expenses incurred in connection with the acquisition of our investments. Such payments for the year ended December 31, 2019 totaled $1.2 million. Furthermore, we reimburse the expenses incurred by CIM Income NAV Management in connection with its provision of services to us, including reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of services to us other than our executive officers. We do not reimburse CIM Income NAV Management for any amount by which the operating expenses (which exclude, among other things, the expenses of raising capital, interest payments, taxes, non-cash items such as depreciation, amortization and bad debt reserves, and acquisition fees and acquisition expenses) at the end of the four preceding fiscal quarters exceed the greater of (i) 2.0% of average invested assets, or (ii) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Such operating expense related payments for the year ended December 31, 2019 totaled $2.4 million.
Additionally, we are required to pay to CIM Income NAV Management a performance-based fee calculated based on our annual total return to stockholders, payable annually in arrears. The performance-based fee is incorporated hereinequal to 12.5% of the Total Return of each class of our shares, subject to a 5% Hurdle Amount, a High Water Mark, which is a function of the Hurdle Amount and the Loss Carryforward Amount (as defined in our Advisory Agreement, as amended) and a Catch-Up provision (as discussed in our Advisory Agreement, as amended). Such fee is calculated and paid annually in arrears. During the year ended December 31, 2019, no such performance fees were paid to CIM Income NAV Management.
CIM Income NAV Management incurs expenses in connection with our organization and our public offering of our common stock. Pursuant to the Advisory Agreement, we reimburse CIM Income NAV Management up to 0.75% of the aggregate gross offering proceeds with respect to those expenses. During the year ended December 31, 2019, we incurred $830,000 of organization and offering expense reimbursements payable to CIM Income NAV Management.
Our Advisory Agreement has a term expiring November 30, 2020, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. Our independent directors are required to determine, at least annually, that the compensation to CIM Income NAV Management is reasonable in relation to the nature and quality of services performed and the investment performance of the Company and that such compensation is within the limits set forth in our charter.
Richard S. Ressler, our chief executive officer and president and one of our directors, is a vice president of CIM Income NAV Management. Additionally, Mr. Shemesh, a director, and Mr. DeBacker, our chief financial officer and treasurer, are officers of CIM Income NAV Management.
Dealer Manager Agreement
We are party to a Dealer Manager Agreement with CCO Capital, the dealer manager in our public offering. For T Shares sold in the primary offering, we may charge upfront selling commissions of up to 3.00% of the transaction price and dealer manager fees of 0.50% of the transaction price. For D Shares sold in the primary offering, we previously charged upfront selling commissions of up to 1.50% of the transaction price. Pursuant to a registration statement on Form S-11 effective February 28, 2020, we no longer charge upfront selling commissions on D Shares. For S Shares sold in the primary offering, we may charge upfront selling commissions of up to 3.50% of the transaction price. We pay such upfront selling fees to CCO Capital, who will reallow 100% of such selling commissions to participating broker-dealers and, in its discretion, may reallow a portion of the dealer manager fee received to participating broker-dealers. We will also pay the following stockholder servicing fees over time to CCO Capital: (a) for T Shares only, an advisor stockholder servicing fee of 0.65% per annum, and a
stockholder servicing fee of 0.20% per annum, of the aggregate NAV for the T Shares. However, with respect to T Shares sold through certain participating broker-dealers, the advisor stockholder servicing fee and the stockholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares, (b) for S Shares only, a stockholder servicing fee equal to 0.85% per annum of the aggregate NAV for the S Shares and (c) for D Shares only, a stockholder servicing fee equal to 0.25% per annum of the aggregate NAV for the D Shares, in each case, payable monthly. The stockholder servicing fees are paid monthly in arrears and accrue at a rate of 0.25% per annum of our NAV for D Shares, (2) at a rate of 0.85% per annum of our NAV for T Shares and (3) at a rate of 0.85% per annum of our NAV for S Shares. No stockholder servicing fees will be paid with respect to the Class I Shares. For T Shares and S Shares, the upfront selling commission and dealer manager fee, as applicable, may vary at certain participating broker-dealers, provided that the sum will not exceed 3.50% for T Shares and S Shares. Total maximum selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the D Shares, T Shares and S Shares will not exceed 8.75% of the gross proceeds in our primary offering for D Shares, T Shares and S Shares.
For the year ended December 31, 2019, we paid to CCO Capital commissions and dealer manager fees totaling $4.7 million.
Richard S. Ressler, our chief executive officer and president and one of our directors, also is vice president of CCO Capital’s manager, CCO Capital Manager, LLC, and its sole member, CCO Group, LLC. Additionally, Mr. Shemesh, a director, and Mr. DeBacker, our chief financial officer and treasurer, are officers of CCO Capital Manager and CCO Group, LLC.
Certain Conflict Resolution Procedures
In order to reduce or eliminate certain potential conflicts of interest, our charter contains, or we have adopted policies containing, a number of restrictions relating to (1) transactions we may enter into with our sponsor, our advisor, any of our directors or any of their respective affiliates, (2) certain future offerings and (3) the allocation of investment opportunities among other real estate programs sponsored by reference.CCO Group. Conflict resolution provisions that are in our charter or in policies adopted by our board of directors include, among others, the following:
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| | | |
| • | | We will not purchase or lease properties from our sponsor, our advisor, any of our directors or any of their respective affiliates, unless (1) a majority of the directors, including a majority of the independent directors, who are not otherwise interested in such transaction determines that such transaction is fair and reasonable to us, and (2) either (A) the purchase price is no greater than the cost of the property to the seller, including acquisition-related expenses, or (B) a majority of the independent directors determines that there is substantial justification for any amount above such cost and that the difference is reasonable. In no event will we acquire any property from an affiliate at an amount in excess of its current appraised value as determined by an independent appraiser. |
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| | | |
| • | | We will not sell or lease properties to our sponsor, our advisor, any of our directors or any of their respective affiliates, unless (1) a majority of the directors, including a majority of the independent directors, who are not otherwise interested in such transaction determines that such transaction is fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties, and (2) either (A) the sale is greater than the cost of the property to us, including acquisition-related expenses, or (B) a majority of the independent directors determines that there is substantial justification for any amount below such cost, and that the difference is reasonable. In no event will we sell any property to an affiliate at an amount less than its current appraised value as determined by an independent appraiser. |
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| | | |
| • | | Our sponsor, our advisor, any of our directors and any of their respective affiliates will not make loans to us, except that we may borrow funds from affiliates of our advisor, including our sponsor, as bridge financing to enable us to acquire a property when offering proceeds alone are insufficient to do so and third party financing has not been arranged or is insufficient. Any and all such transactions must be approved by a majority of our directors, including a majority of our independent directors, who are not otherwise interested in such transactions as being fair, competitive and commercially reasonable and no less favorable to us than comparable loans between unaffiliated parties under the same circumstances. We may not make loans to our sponsor, our advisor, any of our directors or any of their respective affiliates except for certain mortgages or loans to wholly owned subsidiaries. |
| • | | We will not enter into any other transaction with our sponsor, our advisor, any of our directors or any of their affiliates, including the acceptance of goods or services from our sponsor, our advisor, any of our directors or any of their affiliates, unless a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction approve such transaction as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. |
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| • | | Our property acquisitions and other investments are allocated among us and the programs sponsored by CCO Group pursuant to an asset allocation policy. Pursuant to the policy, in the event that an investment opportunity becomes available that may be suitable for both us or one or more of the other programs sponsored by CCO Group, and for which more than one of such entities has sufficient uninvested funds, an allocation committee, which is comprised entirely of employees of CIM, CCO Group or their respective affiliates (the “Allocation Committee”), will examine the following factors, among others, in determining the entity for which the investment opportunity is most appropriate: |
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| | | |
| • | | the investment objective of each entity; |
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| | | |
| • | | the anticipated operating cash flows of each entity and the cash requirements of each entity; |
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| | | |
| • | | the effect of the acquisition on diversification of each entity’s investments by type of property, geographic area and tenant concentration; |
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| | | | | | |
| • | | whether any of the entities already owns an associated land parcel or building; |
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| | | |
| • | | the amount of funds available to each program and the length of time such funds have been available for investment; |
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| | | |
| • | | the ability of each entity to finance the property, if necessary; |
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| | | |
| • | | the policy of each entity relating to leverage of properties; |
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| | | |
| • | | the income tax effects of the purchase to each entity; and |
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| | | | | | |
| • | | the size of the investment. |
| | | |
| | | If, in the judgment of the Allocation Committee, the investment opportunity may be equally appropriate for more than one program, then the entity that has had the longest period of time elapse since it was allocated an investment opportunity of a similar size and type (e.g., office, industrial or retail properties or anchored shopping centers) will be allocated such investment opportunity.
If a subsequent development, such as a delay in the closing of the acquisition or a delay in the construction of a property, causes any such investment, in the opinion of the Allocation Committee, to be more appropriate for an entity other than the entity that committed to make the investment, the Allocation Committee may determine that another program sponsored by CCO Group will make the investment. Our board of directors has a duty to ensure that the method used for the allocation of the acquisition of properties by other programs sponsored by CCO Group seeking to acquire similar types of properties is applied fairly to us. |
| |
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
Fees
During the year ended December 31, 2019, Deloitte & Touche LLP (“Deloitte”) served as our independent registered public accounting firm and provided certain tax and other services. The information requiredaudit committee reviewed the audit and non-audit services performed by this Item will be presented in our definitive proxy statementDeloitte, as well as the fees charged by Deloitte for our 2020such services. In its review of the non-audit services and fees, the audit committee considered whether the provision of such services is compatible with maintaining the independence of Deloitte. The aggregate fees billed to us for professional accounting services, including the audit of the Company’s annual meeting of stockholders, which is expected to be filed withfinancial statements by Deloitte for the SEC within 120 days afteryears ended December 31, 2019 and is incorporated herein by reference.
December 31, 2018, are set forth in the table below.
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| | | | | | | | |
| | | Year Ended December 31, |
| Type of Service | | 2019 | | 2018 |
Audit fees (1) | | $ | 621,430 |
| | $ | 502,138 |
|
| Audit-related fees | | — |
| | — |
|
Tax fees (2) | | 64,919 |
| | 59,478 |
|
| All other fees | | — |
| | — |
|
| Total | | $ | 686,349 |
| | $ | 561,616 |
|
___________________
|
| |
| (1) | Represents fees for professional services performed for the audit of our annual financial statements and the required review of quarterly financial statements and other procedures performed by Deloitte in order for them to be able to form an opinion on our consolidated financial statements. These fees also cover services that are normally provided by independent auditors in connection with statutory and regulatory filings or engagements and other services that generally only the independent auditor reasonably can provide, such as services associated with filing registration statements, periodic reports and other filings with the SEC, audits of acquired properties or businesses, property audits required by loan agreements, and statutory audits for our subsidiaries or affiliates. |
| (2) | Represents fees for all professional services performed by professional staff in our independent auditor’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning, and tax advice, including federal, state and local issues. Services may also include assistance with tax audits and appeals before the Internal Revenue Service and similar state and local agencies, as well as federal, state, and local tax issues related to due diligence. |
Pre-Approval Policies and Procedures
The audit committee charter imposes a duty on the audit committee to pre-approve all auditing services performed for us by our independent auditors, as well as all permitted non-audit services (including the fees and terms thereof) in order to ensure that the provision of Contentssuch services does not impair the auditors’ independence. Unless a type of service to be provided by the independent auditors has received “general” pre-approval, it will require “specific” pre-approval by the audit committee.
All requests for services to be provided by the independent auditor that do not require specific pre-approval by the audit committee will be submitted to management and must include a detailed description of the services to be rendered. Management will determine whether such services are included within the list of services that have received the general pre-approval of the audit committee. The audit committee will be informed on a timely basis of any such services rendered by the independent auditors.
Requests to provide services that require specific pre-approval by the audit committee will be submitted to the audit committee by both the independent auditors and the principal financial officer, and must include a joint statement as to whether, in their view, the request is consistent with the SEC’s rules on auditor independence. The chairman of the audit committee has been delegated the authority to specifically pre-approve de minimis amounts for services not covered by the general pre-approval guidelines. All amounts, other than such de minimis amounts, require specific pre-approval by the audit committee prior to engagement of the independent auditors. All amounts, other than de minimis amounts not subject to pre-approval, specifically pre-approved by the chairman of the audit committee in accordance with this policy, are to be disclosed to the full audit committee at the next regularly scheduled meeting.
All services rendered by Deloitte for the years ended December 31, 2019 and December 31, 2018 were pre-approved in accordance with the policies and procedures described above.
PART IV
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| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Financial Statements
The list of the consolidated financial statements contained herein is set forth on page F-1 hereof.
Financial Statement Schedules
Schedule III – Real Estate Assets and Accumulated Depreciation is set forth beginning on page S-1 hereof.
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable and therefore have been omitted.
(b) Exhibits
The following exhibits are included, or incorporated by reference, infiled as part of this Annual Report on Form 10-K for the year ended December 31, 2019 (and are numbered in accordance with Item 601 of Regulation S-K).10-K/A:
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| Exhibit No. | | Description |
| | |
1.1 | | |
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1.2 | | |
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3.1 | | |
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3.2 | | |
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3.3 | | |
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3.4 | | |
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3.5 | | |
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3.6 | | |
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3.7 | | |
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4.1 | | |
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4.2 | | |
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4.3 | | |
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Exhibit No. | | Description |
4.4 | | |
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4.5* | | |
| | |
10.1 | | |
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10.2 | | |
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10.3 | | |
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10.4 | | |
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10.5 | | |
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10.6 | | |
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21.1* | | |
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31.1*31.1 | | |
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31.2*31.2 | | |
| | |
32.1** | | |
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101.INS* | | XBRL Instance Document. |
| | |
101.SCH* | | XBRL Taxonomy Extension Schema Document. |
| | |
101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| | |
101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document. |
| | |
101.LAB* | | XBRL Taxonomy Extension Label Linkbase Document. |
| | |
101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document. |
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| | |
* | Filed herewith. |
** | In accordance with Item 601(b) (32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
| |
ITEM 16. | FORM 10-K SUMMARY |
None.
SIGNATURES
Pursuant to the requirements of SectionsSection 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 2723thrd dayday of March, 2020.April, 2020.
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| | |
| | CIM Income NAV, Inc. |
| | | |
By: | By: | /s/ NATHAN D. DEBACKER |
Name: | | Nathan D. DeBacker |
Title: | | Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
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| | | | | | |
| | | | | | |
Signature | | Title | | Date |
| | | | |
|
/s/ RICHARD S. RESSLER | | Chief Executive Officer, President and Chairman of the Board of Directors | | March 27, 2020 |
Richard S. Ressler | | (Principal Executive Officer) | | |
|
/s/ NATHAN D. DEBACKER | | Chief Financial Officer and Treasurer | | March 27, 2020 |
Nathan D. DeBacker | | (Principal Financial Officer) | | |
|
/s/ JEFFREY R. SMITH | | Vice President of Accounting | | March 27, 2020 |
Jeffrey R. Smith | | (Principal Accounting Officer) | | |
| | | | | |
/s/ GEORGE N. FUGELSANG | | Independent Director | | March 27, 2020 |
George N. Fugelsang | | | | |
| | | | |
/s/ RICHARD J. LEHMANN | | Independent Director | | March 27, 2020 |
Richard J. Lehmann | | | | |
| | | | |
/s/ ROGER D. SNELL | | Independent Director | | March 27, 2020 |
Roger D. Snell | | | | |
| | | | |
/s/ W. BRIAN KRETZMER | | Independent Director | | March 27, 2020 |
W. Brian Kretzmer | | | | |
| | | | |
/s/ AVRAHAM SHEMESH | | Director | | March 27, 2020 |
Avraham Shemesh | | | | |
| | | | |
/s/ ELAINE Y. WONG | | Director | | March 27, 2020 |
Elaine Y. Wong | | | | |
| | | | (Principal Financial Officer) |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of CIM Income NAV, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CIM Income NAV, Inc. and subsidiaries (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Phoenix, Arizona
March 27, 2020
We have served as the Company’s auditor since 2010.
CIM INCOME NAV, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts) |
| | | | | | | |
| | December 31, 2019 | | December 31, 2018 |
| ASSETS | | | |
| Real estate assets: | | | |
| Land | $ | 145,373 |
| | $ | 146,675 |
|
| Buildings and improvements | 656,208 |
| | 652,294 |
|
| Intangible lease assets | 112,718 |
| | 127,209 |
|
| Total real estate assets, at cost | 914,299 |
| | 926,178 |
|
| Less: accumulated depreciation and amortization | (80,938 | ) | | (64,755 | ) |
| Total real estate assets, net | 833,361 |
| | 861,423 |
|
| Investment in marketable securities | 15,002 |
| | 5,466 |
|
| Total real estate assets and marketable securities, net | 848,363 |
| | 866,889 |
|
| Cash and cash equivalents | 5,111 |
| | 3,644 |
|
| Restricted cash | 607 |
| | 806 |
|
| Rents and tenant receivables | 13,599 |
| | 9,964 |
|
| Prepaid expenses, interest receivable and other assets | 777 |
| | 3,404 |
|
| Deferred costs, net | 672 |
| | 1,038 |
|
| Due from affiliates | 8 |
| | 112 |
|
| Total assets | $ | 869,137 |
| | $ | 885,857 |
|
| LIABILITIES AND EQUITY | | | |
| Credit facility and notes payable, net | $ | 348,939 |
| | $ | 354,254 |
|
| Accrued expenses and accounts payable | 3,444 |
| | 3,812 |
|
| Escrowed stockholder proceeds | 50 |
| | — |
|
| Due to affiliates | 16,567 |
| | 15,585 |
|
| Intangible lease liabilities, net | 13,618 |
| | 15,506 |
|
| Distributions payable | 2,814 |
| | 2,719 |
|
| Derivative liabilities, deferred rental income and other liabilities | 7,676 |
| | 4,989 |
|
| Total liabilities | 393,108 |
| | 396,865 |
|
| Commitments and contingencies |
|
| |
|
|
| Redeemable common stock | 59,263 |
| | 58,902 |
|
| STOCKHOLDERS’ EQUITY: | | | |
| Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding | — |
| | — |
|
| D Shares common stock, $0.01 par value; 122,500,000 shares authorized, 18,143,147 and 18,942,529 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 181 |
| | 189 |
|
| T Shares common stock, $0.01 par value; 122,500,000 shares authorized, 14,499,636 and 12,777,322 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 145 |
| | 128 |
|
| S Shares common stock, $0.01 par value; 122,500,000 shares authorized, 7,031 and 0 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | — |
| | — |
|
| I Shares common stock, $0.01 par value; 122,500,000 shares authorized, 1,097,896 and 1,159,730 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 11 |
| | 12 |
|
| Capital in excess of par value | 507,913 |
| | 497,581 |
|
| Accumulated distributions in excess of earnings | (87,513 | ) | | (69,151 | ) |
| Accumulated other comprehensive (loss) income | (4,710 | ) | | 565 |
|
| Total stockholders’ equity | 416,027 |
| | 429,324 |
|
| Non-controlling interests | 739 |
| | 766 |
|
| Total equity | $ | 416,766 |
| | $ | 430,090 |
|
| Total liabilities, redeemable common stock, and equity | $ | 869,137 |
| | $ | 885,857 |
|
The accompanying notes are an integral part of these consolidated financial statements.
CIM INCOME NAV, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
| Revenues: | | | | | |
| Rental and other property income | $ | 77,606 |
| | $ | 70,778 |
| | $ | 48,025 |
|
| Interest income on marketable securities | 206 |
| | 134 |
| | 121 |
|
| Total revenues | 77,812 |
| | 70,912 |
| | 48,146 |
|
| Operating expenses: | | | | | |
| General and administrative | 7,021 |
| | 7,096 |
| | 6,563 |
|
| Property operating | 5,231 |
| | 2,798 |
| | 1,740 |
|
| Real estate tax | 5,238 |
| | 5,076 |
| | 3,358 |
|
| Advisory fees and expenses | 7,902 |
| | 5,858 |
| | 4,910 |
|
| Transaction-related | 1,233 |
| | 1,774 |
| | 2,174 |
|
| Depreciation and amortization | 29,182 |
| | 27,361 |
| | 18,536 |
|
| Impairment | 3,090 |
| | 2,267 |
| | 227 |
|
| Total operating expenses | 58,897 |
| | 52,230 |
| | 37,508 |
|
| Gain on disposition of real estate, net | 10,213 |
| | 1,019 |
| | — |
|
| Operating income | 29,128 |
| | 19,701 |
| | 10,638 |
|
| Other expense: | | | | | |
| Interest expense and other, net | (14,337 | ) | | (14,506 | ) | | (10,291 | ) |
| Net income | 14,791 |
| | 5,195 |
| | 347 |
|
| Net income allocated to noncontrolling interest | 41 |
| | 37 |
| | 35 |
|
| Net income attributable to the Company | $ | 14,750 |
| | $ | 5,158 |
| | $ | 312 |
|
| | | | | | |
| Class D Common Stock: | | | | | |
| Net income attributable to the Company | $ | 8,304 |
| | $ | 3,165 |
| | $ | 242 |
|
| Basic and diluted weighted average number of common shares outstanding | 18,763,418 |
| | 17,606,217 |
| | 14,374,833 |
|
| Basic and diluted net income per common share | $ | 0.44 |
| | $ | 0.18 |
| | $ | 0.02 |
|
| | | | | | |
| Class T Common Stock: | | | | | |
| Net income attributable to the Company | $ | 5,933 |
| | $ | 1,794 |
| | $ | 45 |
|
| Basic and diluted weighted average number of common shares outstanding | 13,983,267 |
| | 10,769,145 |
| | 6,590,846 |
|
| Basic and diluted net income per common share | $ | 0.42 |
| | $ | 0.17 |
| | $ | 0.01 |
|
| | | | | | |
| Class S Common Stock: | | | | | |
| Net income attributable to the Company | $ | 1 |
| | $ | — |
| | $ | — |
|
| Basic and diluted weighted average number of common shares outstanding | 1,444 |
| | — |
| | — |
|
| Basic and diluted net income per common share | $ | 0.84 |
| | $ | — |
| | $ | — |
|
| | | | | | |
| Class I Common Stock: | | | | | |
| Net income attributable to the Company | $ | 512 |
| | $ | 199 |
| | $ | 25 |
|
| Basic and diluted weighted average number of common shares outstanding | 1,122,442 |
| | 1,040,969 |
| | 936,555 |
|
| Basic and diluted net income per common share | $ | 0.46 |
| | $ | 0.19 |
| | $ | 0.03 |
|
The accompanying notes are an integral part of these consolidated financial statements.
CIM INCOME NAV, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
| Net income | $ | 14,791 |
| | $ | 5,195 |
| | $ | 347 |
|
| Other comprehensive (loss) income: | | | | | |
| Unrealized holding gain (loss) on marketable securities | 252 |
| | (88 | ) | | 27 |
|
| Reclassification adjustment for realized loss (gain) included in income as other expense | 13 |
| | 3 |
| | (5 | ) |
| Unrealized (loss) gain on interest rate swaps | (5,373 | ) | | (750 | ) | | 1,344 |
|
| Amount of (gain) loss reclassified from other comprehensive (loss) income into income as interest expense and other, net | (167 | ) | | (294 | ) | | 663 |
|
| Total other comprehensive (loss) income | (5,275 | ) | | (1,129 | ) | | 2,029 |
|
| | | | | | |
| Comprehensive income | 9,516 |
| | 4,066 |
| | 2,376 |
|
| Comprehensive income allocated to noncontrolling interest | 41 |
| | 37 |
| | 35 |
|
| Comprehensive income attributable to the Company | $ | 9,475 |
| | $ | 4,029 |
| | $ | 2,341 |
|
The accompanying notes are an integral part of these consolidated financial statements.
CIM INCOME NAV, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except share amounts) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Capital in Excess of Par Value | | Accumulated Distributions in Excess of Earnings | | Accumulated
Other Comprehensive Income (Loss) | | Total Stockholders’ Equity | | Non- Controlling Interests | | Total Equity |
| | Number
of Shares | | Par
Value | | | | | | |
| Balance, January 1, 2017 | 17,699,238 |
| | $ | 178 |
| | $ | 259,817 |
| | $ | (24,399 | ) | | $ | (372 | ) | | $ | 235,224 |
| | $ | 786 |
| | $ | 236,010 |
|
| Issuance of common stock | 10,332,150 |
| | 102 |
| | 189,494 |
| | — |
| | — |
| | 189,596 |
| | — |
| | 189,596 |
|
| Conversion of shares | (423 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Distributions declared on common stock — $0.98 per common share | — |
| | — |
| | — |
| | (21,419 | ) | | — |
| | (21,419 | ) | | — |
| | (21,419 | ) |
Commissions, dealer manager and ongoing stockholder servicing fees | — |
| | — |
| | (12,424 | ) | | — |
| | — |
| | (12,424 | ) | | — |
| | (12,424 | ) |
| Other offering costs | — |
| | — |
| | (1,400 | ) | | — |
| | — |
| | (1,400 | ) | | — |
| | (1,400 | ) |
| Redemptions of common stock | (2,335,408 | ) | | (23 | ) | | (42,273 | ) | | — |
| | — |
| | (42,296 | ) | | — |
| | (42,296 | ) |
| Changes in redeemable common stock | — |
| | — |
| | (14,948 | ) | | — |
| | — |
| | (14,948 | ) | | — |
| | (14,948 | ) |
| Distributions to non-controlling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (49 | ) | | (49 | ) |
| Comprehensive income | — |
| | — |
| | — |
| | 312 |
| | 2,029 |
| | 2,341 |
| | 35 |
| | 2,376 |
|
| Balance, December 31, 2017 | 25,695,557 |
| | $ | 257 |
| | $ | 378,266 |
| | $ | (45,506 | ) | | $ | 1,657 |
| | $ | 334,674 |
| | $ | 772 |
| | $ | 335,446 |
|
| Cumulative effect of accounting changes | — |
| | — |
| | — |
| | (37 | ) | | 37 |
| | — |
| | — |
| | — |
|
| Issuance of common stock | 9,831,064 |
| | 98 |
| | 181,284 |
| | — |
| | — |
| | 181,382 |
| | — |
| | 181,382 |
|
| Conversion of shares | (108 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Distributions declared on common stock — $0.98 per common share | — |
| | — |
| | — |
| | (28,766 | ) | | — |
| | (28,766 | ) | | — |
| | (28,766 | ) |
Commissions, dealer manager and ongoing stockholder servicing fees | — |
| | — |
| | (561 | ) | | — |
| | — |
| | (561 | ) | | — |
| | (561 | ) |
| Other offering costs | — |
| | — |
| | (1,339 | ) | | — |
| | — |
| | (1,339 | ) | | — |
| | (1,339 | ) |
| Redemptions of common stock | (2,654,144 | ) | | (26 | ) | | (48,224 | ) | | — |
| | — |
| | (48,250 | ) | | — |
| | (48,250 | ) |
| Equity-based compensation | 7,212 |
| | — |
| | 33 |
| | — |
| | — |
| | 33 |
| | | | 33 |
|
| Changes in redeemable common stock | — |
| | — |
| | (11,878 | ) | | — |
| | — |
| | (11,878 | ) | | — |
| | (11,878 | ) |
| Distributions to non-controlling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (43 | ) | | (43 | ) |
| Comprehensive income | — |
| | — |
| | — |
| | 5,158 |
| | (1,129 | ) | | 4,029 |
| | 37 |
| | 4,066 |
|
| Balance, December 31, 2018 | 32,879,581 |
| | $ | 329 |
| | $ | 497,581 |
| | $ | (69,151 | ) | | $ | 565 |
| | $ | 429,324 |
| | $ | 766 |
| | $ | 430,090 |
|
| Issuance of common stock | 6,258,770 |
| | 63 |
| | 112,080 |
| | — |
| | — |
| | 112,143 |
| | — |
| | 112,143 |
|
Distributions declared on common stock — $0.98 per D Share, T Share and I Share, $0.22 per S Share | — |
| | — |
| | — |
| | (33,112 | ) | | — |
| | (33,112 | ) | | — |
| | (33,112 | ) |
Commissions, dealer manager and ongoing stockholder servicing fees | — |
| | — |
| | (5,355 | ) | | — |
| | — |
| | (5,355 | ) | | — |
| | (5,355 | ) |
| Other offering costs | — |
| | — |
| | (830 | ) | | — |
| | — |
| | (830 | ) | | — |
| | (830 | ) |
| Redemptions of common stock | (5,398,065 | ) | | (55 | ) | | (95,333 | ) | | — |
| | — |
| | (95,388 | ) | | — |
| | (95,388 | ) |
| Equity-based compensation | 7,424 |
| | — |
| | 131 |
| | — |
| | — |
| | 131 |
| | — |
| | 131 |
|
| Changes in redeemable common stock | — |
| | — |
| | (361 | ) | | — |
| | — |
| | (361 | ) | | — |
| | (361 | ) |
| Distributions to non-controlling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (68 | ) | | (68 | ) |
| Comprehensive income | — |
| | — |
| | — |
| | 14,750 |
| | (5,275 | ) | | 9,475 |
| | 41 |
| | 9,516 |
|
| Balance, December 31, 2019 | 33,747,710 |
| | $ | 337 |
| | $ | 507,913 |
| | $ | (87,513 | ) | | $ | (4,710 | ) | | $ | 416,027 |
| | $ | 739 |
| | $ | 416,766 |
|
The accompanying notes are an integral part of these consolidated financial statements.
CIM INCOME NAV, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
| Cash flows from operating activities: | | | | | |
| Net income | $ | 14,791 |
| | $ | 5,195 |
| | $ | 347 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Depreciation and amortization, net | 28,801 |
| | 26,855 |
| | 18,117 |
|
| Straight-line rental income, net | (3,613 | ) | | (3,070 | ) | | (1,860 | ) |
| Amortization of deferred financing costs | 1,084 |
| | 1,086 |
| | 1,813 |
|
| Amortization on marketable securities | 17 |
| | 9 |
| | 13 |
|
| Equity-based compensation | 131 |
| | 33 |
| | — |
|
| Loss (gain) on sale of marketable securities | 13 |
| | 3 |
| | (5 | ) |
| Gain on disposition of real estate assets, net | (10,213 | ) | | (1,019 | ) | | — |
|
| Impairment of real estate assets | 3,090 |
| | 2,267 |
| | 227 |
|
| Ineffectiveness of interest rate swaps | — |
| | — |
| | (37 | ) |
| Write-off of deferred financing costs | — |
| | 130 |
| | 97 |
|
| | | | | | |
| Changes in assets and liabilities: | | | | | |
| Rents and tenant receivables | (860 | ) | | 312 |
| | (1,311 | ) |
| Prepaid expenses and other assets | (693 | ) | | (35 | ) | | (267 | ) |
| Accrued expenses and accounts payable | (359 | ) | | 592 |
| | 413 |
|
| Deferred rental income and other liabilities | (31 | ) | | 877 |
| | 842 |
|
| Due from affiliates | 104 |
| | (12 | ) | | (100 | ) |
| Due to affiliates | 284 |
| | (387 | ) | | 1,022 |
|
| Net cash provided by operating activities | 32,546 |
| | 32,836 |
| | 19,311 |
|
| Cash flows from investing activities: | | | | | |
| Investment in real estate assets and capital expenditures | (82,746 | ) | | (254,949 | ) | | (253,928 | ) |
| Investment in marketable securities | (10,112 | ) | | (1,269 | ) | | (1,513 | ) |
| Proceeds from sale and maturities of marketable securities | 811 |
| | 1,202 |
| | 1,594 |
|
| Net proceeds from disposition of real estate assets | 88,080 |
| | 47,660 |
| | — |
|
| Payment of property escrow deposits | (1,700 | ) | | (5,240 | ) | | (5,140 | ) |
| Refund of property escrow deposits | 1,700 |
| | 5,740 |
| | 5,050 |
|
| Proceeds from the settlement of insurance claims | 498 |
| | — |
| | — |
|
| Net cash used in investing activities | (3,469 | ) | | (206,856 | ) | | (253,937 | ) |
| Cash flows from financing activities: | | | | | |
| Proceeds from issuance of common stock | 95,942 |
| | 167,608 |
| | 179,307 |
|
| Offering costs on issuance of common stock | (5,487 | ) | | (7,908 | ) | | (7,652 | ) |
| Redemptions of common stock | (95,388 | ) | | (48,250 | ) | | (42,296 | ) |
| Distributions to stockholders | (16,816 | ) | | (14,399 | ) | | (10,448 | ) |
| Proceeds from credit facility and notes payable | 63,000 |
| | 206,000 |
| | 308,065 |
|
| Repayments of credit facility and notes payable | (69,000 | ) | | (127,275 | ) | | (191,000 | ) |
| Payment of loan deposits | — |
| | — |
| | (85 | ) |
| Refund of loan deposits | — |
| | — |
| | 85 |
|
| Deferred financing costs paid | (42 | ) | | (187 | ) | | (3,573 | ) |
| Distributions to noncontrolling interests | (68 | ) | | (43 | ) | | (49 | ) |
| Change in escrowed stockholder proceeds liability | 50 |
| | — |
| | (75 | ) |
| Net cash (used in) provided by financing activities | (27,809 | ) | | 175,546 |
| | 232,279 |
|
| Net increase (decrease) in cash and cash equivalents and restricted cash | 1,268 |
| | 1,526 |
| | (2,347 | ) |
| Cash and cash equivalents and restricted cash, beginning of period | 4,450 |
| | 2,924 |
| | 5,271 |
|
| Cash and cash equivalents and restricted cash, end of period | $ | 5,718 |
| | $ | 4,450 |
| | $ | 2,924 |
|
| Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets: | | | | | |
| Cash and cash equivalents | $ | 5,111 |
| | $ | 3,644 |
| | $ | 2,923 |
|
| Restricted cash | 607 |
| | 806 |
| | 1 |
|
| Total cash and cash equivalents and restricted cash | $ | 5,718 |
| | $ | 4,450 |
| | $ | 2,924 |
|
The accompanying notes are an integral part of these consolidated financial statements.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESS
CIM Income NAV, Inc. (the “Company”) is a daily priced perpetual life non-exchange traded real estate investment trust (“REIT”) formed as a Maryland corporation on July 27, 2010, that qualified as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2012.
Substantially all of the Company’s business is conducted through CIM Income NAV Operating Partnership, LP, a Delaware limited partnership (“CIM Income NAV OP”), of which the Company is the sole general partner, and owns, directly or indirectly, 100% of the partnership interests.
The Company is externally managed by CIM Income NAV Management, LLC, a Delaware limited liability company (“CIM Income NAV Management”), which is an affiliate of CIM Group, LLC (“CIM”). CIM is a community-focused real estate and infrastructure owner, operator, developer and lender with multi-disciplinary expertise, including acquisitions, management, development, leasing, research and capital markets. CIM is headquartered in Los Angeles, California and has offices in Oakland, California; Bethesda, Maryland; Dallas, Texas; New York, New York; Chicago, Illinois; and Phoenix, Arizona.
CCO Group, LLC owns and controls CIM Income NAV Management, the Company’s advisor, and is the indirect owner of CCO Capital, LLC (“CCO Capital”), the Company’s dealer manager, and CREI Advisors, LLC (“CREI Advisors”), the Company’s property manager.CCO Group, LLC and its subsidiaries (collectively, “CCO Group”) serve as the Company’s sponsor and as a sponsor to CIM Real Estate Finance Trust, Inc. (formerly known as Cole Credit Property Trust IV, Inc.) (“CMFT”), Cole Credit Property Trust V, Inc. (“CCPT V”), Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”) and Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”).
On December 6, 2011, the Company commenced its initial public offering on a “best efforts” basis of $4.0 billion in shares of common stock. On August 26, 2013, the Company designated the existing shares of the Company’s common stock that were sold prior to such date to be Wrap Class shares (“W Shares”) of common stock and registered two new classes of the Company’s common stock, Advisor Class shares (“A Shares”) and Institutional Class shares (“I Shares”). On February 10, 2017, the Company filed a registration statement (the “Continuing Offering Registration Statement”), pursuant to which the Company is offering up to $4.0 billion in shares of common stock (the “Offering”), consisting of $3.5 billion in shares in the Company’s primary offering (the “Primary Offering”) and $500.0 million in shares pursuant to a distribution reinvestment plan (the “DRIP”).
On November 27, 2018, the Company amended its charter to, among other things, change the name and designation of its W Shares to Class D Common Stock (the “D Shares”), and its A Shares to Class T Common Stock (the “T Shares”), respectively, and reclassified a portion of its common stock as Class S Common Stock (the “S Shares”), to be offered alongside its D Shares, T Shares and I Shares in its continuous public offering (the “Share Modifications”). The Company is offering to sell any combination of D Shares, T Shares, S Shares and I Shares with a dollar value up to the maximum offering amount. In connection with the Share Modifications, when the Company refers to its share classes in this Annual Report on Form 10-K with respect to dates prior to November 27, 2018 (the “Restructure Date”), the Company is referring to its shares under its prior share structure, and when the Company refers to its share classes in this Annual Report on Form 10-K with respect to dates on or after November 27, 2018, the Company is referring to its shares under its new share structure. See Note 11 — Related-Party Transactions and Agreements to the Company’s consolidated financial statements for detailed information regarding the advisory and dealer manager amendments related to its Share Modifications. As of December 31, 2019, the Company had issued approximately 46.8 million shares of common stock in the Offering, including 2.9 million in shares issued in the DRIP, for gross offering proceeds of $844.1 million before $23.1 million in upfront selling commissions, dealer manager fees and the current portion of stockholder servicing fees and $6.3 million in organization and offering costs.
The per share purchase price for each class of common stock varies from day-to-day and, on each business day, is equal to, for each class of common stock, the Company’s net asset value (“NAV”) for such class, divided by the number of shares of that class outstanding as of the close of business on such day, plus, for D Shares, T Shares and S Shares sold in the Primary Offering, applicable upfront selling commissions and dealer manager fees. The Company’s NAV per share is calculated daily as of the close of business by an independent fund accountant using a process that reflects (1) estimated values of each of the Company’s commercial real estate assets, related liabilities and notes receivable secured by real estate provided periodically by the Company’s independent valuation expert in individual appraisal reports, (2) daily updates in the price of liquid assets for which third party market quotes are available, (3) accruals of daily distributions, and (4) estimates of daily accruals, on a net basis, of operating revenues, expenses, debt service costs and fees. As of December 31, 2019, the NAV per share for D Shares,
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
T Shares, S Shares and I Shares was $17.71, $17.33, $17.34 and $17.98, respectively. The Company’s NAV is not audited or reviewed by its independent registered public accounting firm.
The Company has used substantially all of the net proceeds from the Offering to acquire and operate a diversified portfolio primarily consisting of necessity retail, office and industrial properties that are leased to creditworthy tenants under long-term net leases, and are strategically located throughout the United States. As of December 31, 2019, the Company owned 128 commercial properties, including properties owned through a consolidated joint venture arrangement (the “Consolidated Joint Venture”), comprised of 5.4 million rentable square feet of commercial space located in 34 states, and which was 98.6% leased, including month-to-month agreements, if any.
As a perpetual-life, non-exchange traded REIT, the Company will be selling shares of common stock on a continuous basis and for an indefinite period of time, subject to ongoing regulatory approval of the Company’s filings for additional offerings. The Company will endeavor to take all reasonable actions to avoid interruptions in the continuous offering of shares of common stock. The Company reserves the right to terminate the Offering at any time.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.
Principles of Consolidation and Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and the Consolidated Joint Venture in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.
The Company evaluates its relationships and investments to determine if it has variable interests. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. If the Company determines that it has a variable interest in an entity, it evaluates whether such interest is in a variable interest entity (“VIE”). VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. The Company consolidates any VIEs when it is determined to be the primary beneficiary of the VIE’s operations.
For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a VIE.
A VIE must be consolidated by its primary beneficiary, which is generally defined as the party who has a controlling financial interest in the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE, and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate any VIEs based on standards set forth in GAAP as described above.
As of December 31, 2019 and 2018, the Company determined that it had a controlling interest in the Consolidated Joint Venture and therefore met the requirements for consolidation.
Reclassifications
Certain amounts in the Company’s prior period consolidated financial statements have been reclassified to conform to the current period presentation.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company combined rental income of $63.7 million and tenant reimbursement income of $7.1 million for the year ended December 31, 2018, and rental income of $43.7 million and tenant reimbursement income of $4.4 million for the year ended December 31, 2017, into a single financial statement line item, rental and other property income, in the consolidated statements of operations for the years ended December 31, 2018 and 2017, respectively.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Real Estate Assets
Real estate assets are stated at cost, less accumulated depreciation and amortization. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows: |
| | |
Buildings | | 40 years |
Site improvements | | 15 years |
Tenant improvements | | Lesser of useful life or lease term |
Intangible lease assets | | Lease term |
Recoverability of Real Estate Assets
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to: bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors; a significant decrease in a property’s revenues due to lease terminations; vacancies; co-tenancy clauses; reduced lease rates; changes in anticipated holding periods; or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value will be determined using a discounted cash flow analysis and recent comparable sales transactions. During the year ended December 31, 2019, the Company recorded impairment charges of $3.1 million, related to one anchored shopping center and five retail properties, due to the carrying value being greater than the estimated fair value of the property. During the year ended December 31, 2018, the Company recorded impairment charges of $2.3 million, related to one anchored shopping center, due to the carrying value being greater than the estimated fair value of the property. During the year ended December 31, 2017, the Company recorded impairment charges of $227,000, related to one anchored shopping center held for sale, due to the carrying value being greater than the estimated fair value of the property. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in detail in Note 3 — Fair Value Measurements. See also Note 4 — Real Estate Assets for further discussion regarding real estate acquisition and disposition activity. The Company’s assessment of impairment as of December 31, 2019 was based on the most current information available to the Company, including expected holding periods. If the Company’s expected holding periods for assets change, subsequent tests for impairment could result in impairment charges in the future. The Company cannot provide any assurance that material impairment charges with respect to the Company’s real estate assets will not occur during 2020 or in future periods.
Assets Held for Sale
When a real estate asset is identified by the Company as held for sale, the Company will cease recording depreciation and amortization of the assets related to the property and estimate its fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount is then recorded to reflect the estimated fair value of the property, net of selling costs. There were no assets identified as held for sale as of December 31, 2019 or 2018.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Disposition of Real Estate Assets
Gains and losses from dispositions are recognized once the various criteria relating to the terms of sale and any subsequent involvement by the Company with the asset sold are met. A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. The disposition of the Company’s individual properties did not qualify for discontinued operations presentation, and thus, the results of the properties that have been sold remain in operating income, and any associated gains or losses from the disposition are included in gain on disposition of real estate, net.
Allocation of Purchase Price of Real Estate Assets
Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases and other intangibles, based in each case on their respective fair values. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information.
The fair values of above- and below-market lease intangibles are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) an estimate of fair market lease rates for the corresponding in-place leases, which is generally obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease including, for below-market leases, any bargain renewal periods. The above- and below-market lease intangibles are capitalized as intangible lease assets or liabilities, respectively. Above-market leases are amortized as a reduction to rental income over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental income over the remaining terms of the respective leases, including any bargain renewal periods. In considering whether or not the Company expects a tenant to execute a bargain renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition, such as the financial strength of the tenant, the remaining lease term, the tenant mix of the leased property, the Company’s relationship with the tenant and the availability of competing tenant space. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above- or below-market lease intangibles relating to that lease would be recorded as an adjustment to rental income.
The fair values of in-place leases include estimates of direct costs associated with obtaining a new tenant and opportunity costs associated with lost rental and other property income which are avoided by acquiring a property with an in-place lease. Direct costs associated with obtaining a new tenant include leasing commissions, legal and other related expenses and are estimated in part by utilizing information obtained from independent appraisals and management’s consideration of current market costs to execute a similar lease. The intangible values of opportunity costs, which are calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease, are capitalized as intangible lease assets and are amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.
The Company may acquire certain properties subject to contingent consideration arrangements that may obligate the Company to pay additional consideration to the seller based on the outcome of future events. Additionally, the Company may acquire certain properties for which it funds certain contingent consideration amounts into an escrow account pending the outcome of certain future events. The outcome may result in the release of all or a portion of the escrow funds to the Company or the seller or a combination thereof. Upon adoption of ASU 2017-01 (as defined below) in April 2017, contingent consideration arrangements for asset acquisitions are recognized when the contingency is resolved. The determination of the amount of contingent consideration arrangements is based on the probability of several possible outcomes as identified by management.
The Company estimates the fair value of assumed mortgage notes payable based upon indications of current market pricing for similar types of debt financing with similar maturities. Assumed mortgage notes payable will initially be recorded at their estimated fair value as of the assumption date, and any difference between such estimated fair value and the mortgage note’s outstanding principal balance will be amortized or accreted to interest expense over the term of the respective mortgage note payable.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.
In April 2017, the Company elected to early adopt Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which clarified the definition of a business by adding guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Beginning in April 2017, all real estate acquisitions qualified as asset acquisitions, and as such, acquisition-related fees and certain acquisition-related expenses related to these asset acquisitions are now capitalized and allocated to tangible and intangible assets and liabilities as described above. Other acquisition-related expenses, such as advisor reimbursements, continue to be expensed as incurred and are included in transaction-related expenses in the accompanying consolidated statements of operations. Prior to the adoption of ASU 2017-01 in April 2017, all of the Company’s real estate acquisitions were accounted for as business combinations, and as such, acquisition-related expenses related to these business combination acquisitions were expensed as incurred. Prior to April 2017, acquisition-related expenses included within transaction-related expenses in the Company’s consolidated statements of operations primarily consisted of legal, deed transfer and other costs related to real estate purchase transactions, including costs incurred for deals that were not consummated. The Company expects its future acquisitions to qualify as asset acquisitions and, as such, the Company will allocate the purchase price to acquired tangible assets and identified intangible assets and liabilities on a relative fair value basis.
Investment in Marketable Securities
Investment in marketable securities consists primarily of the Company’s investment in corporate and government debt securities. The Company determines the appropriate classification for debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. As of December 31, 2019, the Company classified its investments as available-for-sale as the Company is not actively trading the securities; however, the Company may sell them prior to their maturity. These investments are carried at their estimated fair value with unrealized gains and losses reported in other comprehensive (loss) income.
The Company monitors its available-for-sale securities for impairments. A loss is recognized when the Company determines that a decline in the estimated fair value of a security below its amortized cost is other-than-temporary. The Company considers many factors in determining whether the impairment of a security is deemed to be other-than-temporary, including, but not limited to, the length of time the security has had a decline in estimated fair value below its amortized cost, the amount of the unrealized loss, the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, external credit ratings and recent changes in such ratings. The analysis of determining whether the impairment of a security is deemed to be other-than-temporary requires significant judgments and assumptions. The use of alternative judgments and assumptions could result in a different conclusion.
The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method and is recorded in the accompanying consolidated statements of operations in interest and other expense, net. Upon the sale of a security, the realized net gain or loss is computed on the specific identification method.
Noncontrolling Interest in Consolidated Joint Venture
The Company has a controlling interest in a Consolidated Joint Venture and, therefore, met the requirements for consolidation. The Company recorded net income of $41,000 and paid distributions of $68,000 to the noncontrolling interest during the year ended December 31, 2019. The Company recorded the noncontrolling interest of $739,000 and $766,000 as of December 31, 2019 and 2018, respectively, on the consolidated balance sheets.
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid money market funds. The Company deposits cash with several high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held.
The Company had $607,000 and $806,000 in restricted cash as of December 31, 2019 and 2018, respectively. Included in restricted cash was $136,000 and $158,000 held by lenders in lockbox accounts as of December 31, 2019 and 2018,
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
respectively. As part of certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which funds in excess of the required minimum balance are disbursed on a weekly basis to the Company. Restricted cash as of December 31, 2019 and 2018 also included $421,000 and $648,000, respectively, held in escrow for tenant improvements at a certain property in accordance with the associated lease agreement. In addition, restricted cash included $50,000 of escrowed investor proceeds for which shares of common stock had not been issued as of December 31, 2019. There were no such proceeds as of December 31, 2018.
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the straight-line method, which approximates the effective interest method. Unamortized deferred financing costs are written off when the associated debt is extinguished or repaid prior to maturity. The presentation of all deferred financing costs, other than those associated with the revolving loan portion of the credit facility, are classified such that the debt issuance costs related to a recognized debt liability are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Debt issuance costs related to securing a revolving line of credit are presented as an asset and amortized ratably over the term of the line of credit arrangement. As such, the Company’s current and corresponding prior period total deferred financing costs, net in the accompanying consolidated balance sheets relate only to the revolving loan portion of the credit facility and the historical presentation, amortization and treatment of unamortized costs are still applicable. As of December 31, 2019 and 2018, the Company had $672,000 and $1.0 million, respectively, of deferred financing costs, net of accumulated amortization, related to the revolving loan portion of the credit facility. Costs incurred in seeking financing transactions that do not close are expensed in the period in which it is determined the financing will not close.
Derivative Instruments and Hedging Activities
The Company accounts for its derivative instruments at fair value. Accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative instrument and the designation of the derivative instrument. The change in fair value of the derivative instrument that is designated as a hedge is recorded as other comprehensive (loss) income. The changes in fair value for derivative instruments that are not designated as hedges or that do not meet the hedge accounting criteria are recorded as a gain or loss to operations.
Due to Affiliates
CIM Income NAV Management and certain of its affiliates received, and will continue to receive, fees, reimbursements and compensation in connection with services provided relating to the Offering and the acquisition, management and performance of the Company’s assets. As of December 31, 2019 and 2018, $16.6 million and $15.6 million, respectively, was due to CIM Income NAV Management and its affiliates for such services, as discussed in Note 11 — Related-Party Transactions and Arrangements to these consolidated financial statements.
Redeemable Common Stock
The Company has adopted a share redemption program that permits its stockholders to redeem their shares, subject to certain limitations discussed in Note 13 — Stockholders’ Equity to these consolidated financial statements. The Company records the maximum amount that is redeemable under the share redemption program as redeemable common stock outside of permanent equity on its consolidated balance sheets. Redeemable common stock is recorded at the greater of the carrying amount or redemption value each reporting period. Changes in the value from period to period are recorded as an adjustment to capital in excess of par value.
As of December 31, 2019 and 2018, the quarterly redemption capacity was equal to 10% of the Company’s NAV and this amount was recorded as redeemable common stock on the consolidated balance sheets for a total of $59.3 million and $58.9 million, respectively.
Stockholder Servicing Fees
The Company pays CCO Capital stockholder servicing fees, which are calculated on a daily basis in the amount of 1/365th of 0.25%, 0.85% and 0.85% of the per share NAV, respectively, for each class of common stock outstanding for D Shares, T Shares and S Shares. The Company does not pay a stockholder servicing fee with respect to I Shares.
The stockholder servicing fees are paid monthly in arrears. An estimated liability for future stockholder servicing fees payable to CCO Capital is recognized at the time each share is sold and included in due to affiliates in the consolidated balance
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
sheets with a corresponding decrease to capital in excess of par value. The Company recognized a liability for future fees payable to CCO Capital of $13.9 million and $13.2 million, as of December 31, 2019 and 2018, respectively. Prior to October 1, 2018, the estimated liability for fees payable included dealer manager fees.
Leases
The Company adopted ASU No. 2016-02, Leases, (Topic 842) (“ASC 842”), on January 1, 2019 using the optional alternative transition method for financial information and related disclosures. The Company elected the “package of practical expedients,” which permits the Company to not reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. The Company has lease agreements with lease and non-lease components. The Company has elected to not separate non-lease components from lease components for all classes of underlying assets (primarily real estate assets) and will account for the combined components as rental and other property income. Non-lease components included in rental and other property income include certain tenant reimbursements for maintenance services (including common-area maintenance services or “CAM”), real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. As a lessor, the Company has further determined that this policy will be effective only on a lease that has been classified as an operating lease and the revenue recognition pattern and timing is the same for both types of components. The Company is not party to any material leases where it is the lessee.
Significant judgments and assumptions are inherent in not only determining if a contract contains a lease, but also the lease classification, terms, payments, and, if needed, discount rates. Judgments include the nature of any options, including if they will be exercised, evaluation of implicit discount rates and the assessment and consideration of “fixed” payments for straight-line rent revenue calculations.
Lease costs represent the initial direct costs incurred in the origination, negotiation and processing of a lease agreement. Such costs include outside broker commissions and other independent third-party costs and are amortized over the life of the lease on a straight-line basis. Costs related to salaries and benefits, supervision, administration, unsuccessful origination efforts and other activities not directly related to completed lease agreements are expensed as incurred. Leasing commissions subsequent to successful lease execution are capitalized.
Revenue Recognition
Rental and other property income is primarily derived from fixed contractual payments from operating leases and, therefore, is generally recognized on a straight-line basis over the term of the lease, which typically begins the date the tenant takes control of the space. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. Variable rental and other property income consists primarily of tenant reimbursements for recoverable real estate taxes and operating expenses, which are included in rental and other property income in the period when such costs are incurred, with offsetting expenses in real estate taxes and property operating expenses, respectively, within the consolidated statements of operations. The Company defers the recognition of variable rental and other property income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved.
The Company continually reviews whether collection of lease-related receivables, including any straight-line rent, and current and future operating expense reimbursements from tenants are probable. The determination of whether collectability is probable takes 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. Upon the determination that the collectability of a receivable is not probable, the Company will record a reduction to rental and other property income for amounts previously recorded and a decrease in the outstanding receivable. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability becomes probable. Management’s estimate of the collectability of lease-related receivables is based on the best information available to management. The Company does not use a general reserve approach and lease-related receivables are adjusted and taken against rental and other property income only when collectability becomes not probable.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Income Taxes
The Company elected to be taxed, and currently qualifies, as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Company generally is not subject to federal corporate income tax to the extent it distributes its taxable income to its stockholders, and so long as it, among other things, distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the Company maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.
Earnings and Distributions Per Share
The Company has four classes of common stock with nonforfeitable dividend rights that are determined based on a different NAV for each class. Accordingly, the Company utilizes the two-class method to determine its earnings per share, which can result in different earnings per share for each of the classes. Under the two-class method, earnings per share of each class of common stock are computed by dividing the sum of the distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares for each class of common stock for the respective period. Diluted income per share, when applicable, considers the effect of any potentially dilutive share equivalents, of which the Company had none for each of the years ended December 31, 2019, 2018 or 2017. Distributions per share are calculated based on the authorized daily distribution rate.
Offering and Related Costs
CIM Income NAV Management funds all of the organization and offering costs associated with the sale of the Company’s common stock (excluding upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees) and is reimbursed for such costs up to 0.75% of gross proceeds from the Offering, excluding upfront selling commissions and dealer manager fees, as applicable, charged on D Shares, T Shares and S Shares sold in the Primary Offering. As of December 31, 2019, CIM Income NAV Management, or its affiliates, had paid organization and offering costs in excess of the 0.75% in connection with the Offering. These excess costs were not included in the financial statements of the Company because such costs were not a liability of the Company as they exceeded 0.75% of gross proceeds from the Offering. As the Company raises additional proceeds from the Offering, these excess costs may become payable to CIM Income NAV Management.
Reportable Segments
The Company’s commercial real estate assets primarily consist of single-tenant, necessity commercial properties, which are leased to creditworthy tenants under long-term net leases and provide current operating cash flow. The commercial properties are geographically diversified throughout the United States and have similar economic characteristics. The Company’s management evaluates operating performance on an overall portfolio level; therefore the Company’s properties are one reportable segment.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. Except as otherwise stated below, the Company is currently evaluating the effect that certain new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s consolidated financial statements.
In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-13, Financial Instruments - Credit Losses(Topic 326) (“ASU 2016-13”), which was subsequently amended by ASU No. 2018-19. Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2018-19”), in November 2018. ASU 2016-13 and the related updates are intended to improve financial reporting requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology under current GAAP. ASU 2018-19 clarified that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. ASU 2016-13 and ASU 2018-19 are effective for fiscal years, and interim periods within those years, beginning after
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company will adopt this ASU during the first quarter of fiscal year 2020 and does not expect it will have a material impact on its consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This ASU amends and removes several disclosure requirements including the valuation processes for Level 3 fair value measurements. ASU 2018-13 also modifies some disclosure requirements and requires additional disclosures for changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and requires the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The provisions of ASU 2018-13 are effective January 1, 2020 using a prospective transition method for amendments effecting changes in unrealized gains and losses, significant unobservable inputs used to develop Level 3 fair value measurements and narrative description on uncertainty of measurements. The remaining provisions of ASU 2018-13 are to be applied retrospectively, and early adoption is permitted. The Company will adopt this ASU during the first quarter of fiscal year 2020 and does not expect it will have a material impact on its consolidated financial statements.
In October 2018, the FASB issued ASU No. 2018-16, Inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16”). The amendments in this ASU permit the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes or another acceptable benchmark interest rate. The SOFR is a volume-weighted median interest rate that is calculated daily based on overnight transactions from the prior day’s activity in specified segments of the U.S. Treasury repo market. It has been selected as the preferred replacement for the U.S. dollar London Interbank Offered Rate (“LIBOR”), which will be phased out by the end of 2021. ASU 2018-16 is effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. ASU 2018-16 is required to be adopted on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The Company currently uses LIBOR as its benchmark interest rate in the Company’s interest rate swaps associated with the Company’s LIBOR-based variable rate borrowings, including one interest rate swap agreement entered into since the date of adoption of ASU 2018-16. The Company evaluated the effect of this new benchmark interest rate option, and does not believe this ASU will have a material impact on its consolidated financial statements.
In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance changes the guidance for determining whether a decision-making fee is a variable interest. Under the new ASU, indirect interests held through related parties under common control will now be considered on a proportional basis when determining whether fees paid to decision makers and service providers are variable interests. Such indirect interests were previously treated the same as direct interests. This ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company is evaluating the impact of this ASU’s adoption, and does not believe this ASU will have a material impact on its consolidated financial statements.
NOTE 3 — FAIR VALUE MEASUREMENTS
GAAP defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows:
Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).
Level 3 — Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities:
Credit facility and notes payable — The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. These financial instruments are valued using Level 2 inputs. As of December 31, 2019, the estimated fair value of the Company’s debt was $351.2 million, compared to a carrying value of $351.0 million. As of December 31, 2018, the estimated fair value of the Company’s debt was $350.2 million, compared to a carrying value of $357.0 million.
Marketable securities — The Company’s marketable securities are carried at fair value and are valued using Level 1 inputs. The estimated fair value of the Company’s marketable securities are based on quoted market prices that are readily and regularly available in an active market.
Derivative instruments — The Company’s derivative instruments are comprised of interest rate swaps. All derivative instruments are carried at fair value and are valued using Level 2 inputs. The fair value of these instruments is determined using interest rate market pricing models. 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 respective counterparties.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2019 and 2018, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Other financial instruments — The Company considers the carrying values of its cash and cash equivalents, restricted cash, tenant receivables, accrued expenses and accounts payable, other liabilities, due to affiliates and distributions payable to approximate their fair values because of the short period of time between their origination and their expected realization as well as their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments.
Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize, or be liable for, upon disposition of the financial assets and liabilities. As of December 31, 2019 and 2018, there have been no transfers of financial assets or liabilities between fair value hierarchy levels.
Items Measured at Fair Value on a Recurring Basis
In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2019 and 2018 (in thousands): |
| | | | | | | | | | | | | | | | |
| | | Balance as of | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | | Significant Unobservable Inputs |
| | | December 31, 2019 | | (Level 1) | | (Level 2) | | (Level 3) |
| Financial assets: | | | | | | | | |
| Interest rate swaps | | $ | 34 |
| | $ | — |
| | $ | 34 |
| | $ | — |
|
| Marketable securities | | 15,002 |
| | 15,002 |
| | — |
| | — |
|
| Total financial assets | | $ | 15,036 |
| | $ | 15,002 |
| | $ | 34 |
| | $ | — |
|
| Financial liabilities: | | | | | | | | |
| Interest rate swaps | | $ | (4,917 | ) | | $ | — |
| | $ | (4,917 | ) | | $ | — |
|
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
|
| | | | | | | | | | | | | | | | |
| | | Balance as of | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | | Significant Unobservable Inputs |
| | | December 31, 2018 |
| | (Level 1) | | (Level 2) | | (Level 3) |
| Financial asset: | | | | | | | | |
| Interest rate swaps | | $ | 2,856 |
| | $ | — |
| | $ | 2,856 |
| | $ | — |
|
| Marketable securities | | 5,466 |
| | 5,466 |
| | — |
| | — |
|
| Total financial assets | | $ | 8,322 |
| | $ | 5,466 |
| | $ | 2,856 |
| | $ | — |
|
| Financial liabilities: | | | | | | | | |
| Interest rate swaps | | $ | (2,199 | ) | | $ | — |
| | $ | (2,199 | ) | | $ | — |
|
Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)
Certain financial and nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The Company’s process for identifying and recording impairment related to real estate assets and intangible assets is discussed in Note 2 — Summary of Significant Accounting Policies.
As discussed in Note 4 — Real Estate Assets, during the year ended December 31, 2019, real estate assets related to one anchored shopping center and five retail properties were deemed to be impaired, due to the carrying values being greater than the estimated fair values of the properties. The carrying value was reduced to an estimated fair value of $15.5 million, resulting in impairment charges of $3.1 million. During the year ended December 31, 2018, real estate assets related to one property was deemed to be impaired due to the carrying value being greater than the estimated fair value of the property. The carrying value was reduced to an estimated fair value of $16.8 million, resulting in impairment charges of $2.3 million. The Company determined that the selling prices used to determine the fair values were Level 2 inputs.
The following table presents the impairment charges by asset class recorded during the year endedDecember 31, 2019 and 2018 (in thousands): |
| | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 |
| Asset class impaired: | | | | |
| Land | | $ | 329 |
| | $ | 454 |
|
| Buildings and improvements | | 2,227 |
| | 1,000 |
|
| Intangible lease assets | | 570 |
| | 1,176 |
|
| Intangible lease liabilities | | (36 | ) | | (363 | ) |
| Total impairment loss | | $ | 3,090 |
| | $ | 2,267 |
|
NOTE 4 — REAL ESTATE ASSETS
2019 Property Acquisitions
During the year ended December 31, 2019, the Company acquired a 100% interest in four commercial properties for an aggregate purchase price of $78.6 million (the “2019 Asset Acquisitions”), which includes $287,000 of acquisition-related expenses that were capitalized. The Company funded the 2019 Asset Acquisitions with net proceeds from the Offering, real estate dispositions and available borrowings.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table summarizes the purchase price allocations for the 2019 Asset Acquisitions purchased during the year ended December 31, 2019 (in thousands):
|
| | | |
| | 2019 Asset Acquisitions |
| Land | $ | 17,998 |
|
| Buildings and improvements | 54,373 |
|
Acquired in-place leases and other intangibles (1) | 6,575 |
|
Intangible lease liabilities (2) | (313 | ) |
| Total purchase price | $ | 78,633 |
|
______________________ | |
(1) | The weighted average amortization period for acquired in-place leases and other intangibles was 14.1 years.
|
| |
(2) | The weighted average amortization period for acquired intangible lease liabilities was 15.0 years.
|
2019Property Dispositions
During the year ended December 31, 2019, the Company disposed of 25 retail properties and three industrial properties for an aggregate gross sales price of $91.1 million, resulting in net proceeds of $88.1 million after closing costs and a net gain of $10.2 million. No disposition fees were paid to affiliates in connection with the sales of these properties and the Company has no continuing involvement with these properties. The gain on sale of real estate is included in gain on disposition of real estate, net in the consolidated statements of operations. The disposition of these properties did not qualify to be reported as discontinued operations since the disposition did not represent a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the operating results of these disposed properties are reflected in the Company’s results from continuing operations for all periods presented through their respective date of disposition.
2019 Impairment
The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate that the carrying value of certain of its real estate assets may not be recoverable. See Note 2 — Summary of Significant Accounting Policies for a discussion on the Company’s accounting policies regarding impairment of real estate assets. During the year ended December 31, 2019, one anchored shopping center and five retail properties totaling approximately 129,000 square feet with a combined carrying value of $18.6 million were deemed to be impaired and their carrying values were reduced to an estimated combined fair value of $15.5 million, resulting in impairment charges of $3.1 million, which were recorded in the consolidated statements of operations. See Note 3 — Fair Value Measurements for a further discussion on these impairment charges.
Consolidated Joint Venture
As of December 31, 2019, the Company had an interest in a Consolidated Joint Venture that owns and manages two properties, with total assets of $7.2 million, which included $7.2 million of land, building and improvements, and $641,000 of intangible assets, net of accumulated depreciation and amortization of $695,000, and total liabilities of $82,000. The Consolidated Joint Venture does not have any debt outstanding as of December 31, 2019. The Company has the ability to control operating and financial policies of the Consolidated Joint Venture. There are restrictions on the use of these assets as the Company would generally be required to obtain the approval of the partner (the “Consolidated Joint Venture Partner”) in accordance with the joint venture agreement for any major transactions. The Company and the Consolidated Joint Venture Partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls.
2018 Property Acquisitions
During the year ended December 31, 2018, the Company acquired a 100% interest in 19 commercial properties for an aggregate purchase price of $254.2 million (the “2018 Asset Acquisitions”), which includes $1.4 million of external acquisition-related expenses that were capitalized in accordance with ASU 2017-01. The Company funded the 2018 Asset Acquisitions with net proceeds from the Offering and available borrowings.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table summarizes the purchase price allocation for the 2018 Asset Acquisitions purchased during the year ended December 31, 2018 (in thousands): |
| | | |
| | 2018 Asset Acquisitions |
| Land | $ | 28,293 |
|
| Buildings and improvements | 193,658 |
|
Acquired in-place leases and other intangibles (1) | 31,279 |
|
Acquired above-market leases (2) | 5,707 |
|
Intangible lease liabilities (3) | (4,721 | ) |
| Total purchase price | $ | 254,216 |
|
______________________ | |
(1) | The weighted average amortization period for acquired in-place leases and other intangibles was 13.7 years.
|
| |
(2) | The weighted average amortization period for acquired above-market leases was 14.0 years.
|
| |
(3) | The weighted average amortization period for acquired intangible lease liabilities was 17.5 years.
|
2018 Property Dispositions
During the year ended December 31, 2018, the Company disposed of two anchored shopping centers and four retail properties for an aggregate gross sales price of $49.1 million, resulting in net proceeds of $36.4 million after closing costs and the repayment of the $11.3 million fixed rate debt secured by one of the disposed properties and a net gain of $1.0 million. No disposition fees were paid to the affiliates in connection with the sales of these properties and the Company has no continuing involvement with these properties. The gain on sale of real estate is included in gain on disposition of real estate, net in the consolidated statements of operations. The disposition of these properties did not qualify to be reported as discontinued operations since the disposition did not represent a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the operating results of these disposed properties are reflected in the Company’s results from continuing operations for all periods presented through their respective date of disposition.
2018 Impairment
The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate that the carrying value of certain of its real estate assets may not be recoverable. See Note 2 — Summary of Significant Accounting Policies for a discussion on the Company’s accounting policies regarding impairment of real estate assets.
During the year ended December 31, 2018, one anchored shopping center totaling approximately 149,000 square feet with a carrying value of $19.1 million was deemed to be impaired and its carrying value was reduced to an estimated fair value of $16.8 million, resulting in impairment charges of $2.3 million, which were recorded in the consolidated statements of operations. See Note 3 — Fair Value Measurements for a further discussion on these impairment charges.
2017 Property Acquisitions
During the year endedDecember 31, 2017, the Company acquired a 100% interest in 31 commercial properties, of which 19 were determined to be asset acquisitions and 12 were acquired prior to the adoption of ASU 2017-01 in April 2017 and thus were accounted for as business combinations for an aggregate purchase price of $253.4 million (the “2017 Acquisitions”). The Company funded the 2017 Acquisitions with net proceeds from the Offering and available borrowings.
The following table summarizes the consideration transferred for the properties purchased during the year ended December 31, 2017 (in thousands): |
| | | |
| | 2017 Acquisitions |
| Real estate assets: | |
| Purchase price of asset acquisitions | $ | 200,991 |
|
| Purchase price of business combinations | 52,457 |
|
Total purchase price of real estate assets acquired (1) | $ | 253,448 |
|
______________________
| |
(1) | The weighted average amortization period for the 2017 Acquisitions is 12.6 years for acquired in-place leases and other intangibles, 15.7 years for acquired above-market leases and 13.8 years for acquired intangible lease liabilities. |
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
During the year ended December 31, 2017, the Company acquired a 100% interest in 19 commercial properties for an aggregate purchase price of $201.0 million (the “2017 Asset Acquisitions”), which includes $1.5 million of external acquisition-related expenses that were capitalized in accordance with ASU 2017-01. Prior to the adoption of ASU 2017-01, costs related to property acquisitions were expensed as incurred.
The following table summarizes the purchase price allocation for the 2017 Asset Acquisitions purchased during the year ended December 31, 2017 (in thousands): |
| | | |
| | 2017 Asset Acquisitions |
| Land | $ | 30,220 |
|
| Building and improvements | 152,840 |
|
| Acquired in-place leases and other intangibles | 23,164 |
|
| Acquired above-market leases | 1,522 |
|
| Intangible lease liabilities | (6,755 | ) |
| Total purchase price | $ | 200,991 |
|
During the year ended December 31, 2017, the Company acquired a 100% interest in 12 commercial properties for an aggregate purchase price of $52.5 million which were accounted for as business combinations (the “2017 Business Combination Acquisitions”). The Company allocated the purchase price of these properties to the fair value of the assets acquired and liabilities assumed.
The following table summarizes the purchase price allocation for the 2017 Business Combination Acquisitions purchased during the year ended December 31, 2017 (in thousands): |
| | | |
| | 2017 Business Combinations |
| Land | $ | 14,232 |
|
| Building and improvements | 22,292 |
|
| Acquired in-place leases and other intangibles | 15,911 |
|
| Acquired above-market leases | 1,423 |
|
| Intangible lease liabilities | (1,401 | ) |
| Total purchase price | $ | 52,457 |
|
The Company recorded revenue of $3.3 million and net income of $650,000 for the year endedDecember 31, 2017 related to the 2017 Business Combination Acquisitions. In addition, the Company recorded $426,000 of acquisition-related expenses for the year ended December 31, 2017, which is included in transaction-related expenses on the consolidated statements of operations.
The following table summarizes selected financial information of the Company, as if all of the 2017 Business Combination Acquisitions were completed on January 1, 2016 for each period presented below. The table below presents the Company’s estimated revenue and net income (loss), on a pro forma basis, for the years endedDecember 31, 2017 and 2016 (in thousands): |
| | | | | | | | |
| | | Year Ended |
| | | December 31, 2017 | | December 31, 2016 |
| Pro forma basis (unaudited): | | | | |
| Revenue | | $ | 48,362 |
| | $ | 30,872 |
|
| Net income (loss) | | $ | 702 |
| | $ | (1,805 | ) |
The unaudited pro forma information for the year ended December 31, 2017 was adjusted to exclude $426,000 of acquisition-related expenses recorded during such periods related to the 2017 Business Combination Acquisitions. Accordingly, these expenses were instead recognized in the unaudited pro forma information for the year ended December 31, 2016. The unaudited pro forma information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of 2016, nor does it purport to represent the results of future operations.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
2017 Impairment
During the year ended December 31, 2017, one property with a carrying value of $8.3 million was deemed to be impaired and its carrying value was reduced to an estimated fair value of $8.1 million, resulting in impairment charges of $227,000, which were recorded in the consolidated statements of operations. See Note 3 — Fair Value Measurements for a further discussion on these impairment charges.
NOTE 5 — INTANGIBLE LEASE ASSETS AND LIABILITIES
Intangible lease assets and liabilities consisted of the following as of December 31, 2019 and 2018 (in thousands, except weighted average life remaining): |
| | | | | | | |
| | As of December 31, |
| | 2019 | | 2018 |
| Intangible lease assets: | | | |
| In-place leases and other intangibles, net of accumulated amortization of $23,026 and $20,668, respectively | | | |
| (with a weighted average life remaining of 14.6 years and 13.8 years, respectively) | $ | 75,754 |
| | $ | 91,549 |
|
| Acquired above-market leases, net of accumulated amortization of $3,118 and $2,422, respectively | | | |
| (with a weighted average life remaining of 12.7 years and 12.6 years, respectively) | 10,820 |
| | 12,550 |
|
| Total intangible lease assets, net | $ | 86,574 |
| | $ | 104,099 |
|
| Intangible lease liabilities: | | | |
| Acquired below-market leases, net of accumulated amortization of $4,111 and $3,280, respectively | | | |
| (with a weighted average life remaining of 20.9 years and 21.4 years, respectively) | $ | 13,618 |
| | $ | 15,506 |
|
Amortization of the above-market leases is recorded as a reduction to rental and other property income, and amortization expense for the in-place leases and other intangibles is included in depreciation and amortization in the accompanying consolidated statements of operations. Amortization of below-market leases is recorded as an increase to rental and other property income in the accompanying consolidated statements of operations. The following table summarizes the amortization related to the intangible lease assets and liabilities for the years ended December 31, 2019, 2018 and 2017 (in thousands): |
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| In-place lease and other intangible amortization | | $ | 9,029 |
| | $ | 8,971 |
| | $ | 6,491 |
|
| Above-market lease amortization | | $ | 1,104 |
| | $ | 959 |
| | $ | 745 |
|
| Below-market lease amortization | | $ | 1,569 |
| | $ | 1,501 |
| | $ | 1,200 |
|
As of December 31, 2019, the estimated amortization relating to the intangible lease assets and liabilities is as follows (in thousands): |
| | | | | | | | | | | | |
| | | Amortization |
| Year Ending December 31, | | In-Place Leases and Other Intangibles | | Above-Market Leases | | Below-Market Leases |
| 2020 | | $ | 7,865 |
| | $ | 1,020 |
| | $ | 1,409 |
|
| 2021 | | 7,755 |
| | 1,020 |
| | 1,256 |
|
| 2022 | | 7,702 |
| | 1,020 |
| | 1,230 |
|
| 2023 | | 7,487 |
| | 1,019 |
| | 1,202 |
|
| 2024 | | 7,120 |
| | 958 |
| | 1,138 |
|
| Thereafter | | 37,825 |
| | 5,783 |
| | 7,383 |
|
| Total | | $ | 75,754 |
| | $ | 10,820 |
| | $ | 13,618 |
|
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 6 — MARKETABLE SECURITIES
The Company owned marketable securities with an estimated fair value of $15.0 million and $5.5 million as of December 31, 2019 and 2018, respectively. The following is a summary of the Company’s available-for-sale securities as of December 31, 2019 (in thousands): |
| | | | | | | | | | | | |
| | | Available-for-sale securities |
| | | Amortized Cost Basis | | Unrealized (Loss) Gain | | Fair Value |
| U.S. Treasury Bonds | | $ | 6,027 |
| | $ | 44 |
| | $ | 6,071 |
|
| U.S. Agency Bonds | | 697 |
| | 6 |
| | 703 |
|
| Corporate Bonds | | 8,105 |
| | 123 |
| | 8,228 |
|
| Total available-for-sale securities | | $ | 14,829 |
| | $ | 173 |
| | $ | 15,002 |
|
The following table provides the activity for the marketable securities during the year ended December 31, 2019 (in thousands): |
| | | | | | | | | | | | |
| | | Amortized Cost Basis | | Unrealized (Loss) Gain | | Fair Value |
| Marketable securities as of January 1, 2019 | | $ | 5,558 |
| | $ | (92 | ) | | $ | 5,466 |
|
| Face value of marketable securities acquired | | 9,729 |
| | — |
| | 9,729 |
|
| Premiums and discounts on purchase of marketable securities, net of acquisition costs | | 383 |
| | — |
| | 383 |
|
| Amortization on marketable securities | | (17 | ) | | — |
| | (17 | ) |
| Sales and maturities of securities | | (824 | ) | | 13 |
| | (811 | ) |
| Unrealized gain on marketable securities | | — |
| | 252 |
| | 252 |
|
| Marketable securities as of December 31, 2019 | | $ | 14,829 |
| | $ | 173 |
| | $ | 15,002 |
|
During the year ended December 31, 2019, the Company sold 17 marketable securities for aggregate proceeds of $811,000. Unrealized (losses) gains on marketable securities are recorded in other comprehensive (loss) income, with a portion of the amount subsequently reclassified into other expense, net in the accompanying consolidated statements of operations as securities are sold and gains (losses) are recognized. In addition, the Company recorded an unrealized gain of $252,000 on its investments, which is included in accumulated other comprehensive (loss) income attributable to the Company in the accompanying consolidated statement of changes in equity for the year ended December 31, 2019 and the consolidated balance sheet as of December 31, 2019.
The following table shows the fair value and gross unrealized losses of the Company’s available-for-sale securities that were in a loss position as of December 31, 2019 and the length of time the available-for-sale securities have been in the unrealized loss position (in thousands): |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Less than 12 Months | | 12 Months or More | | Total |
| | | Fair
Value | | Unrealized Losses | | Fair
Value | | Unrealized Losses | | Fair
Value | | Unrealized Losses |
| U.S. Treasury Bonds | | $ | 161 |
| | $ | (1 | ) | | $ | — |
| | $ | — |
| | $ | 161 |
| | $ | (1 | ) |
| U.S. Agency Bonds | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Corporate Bonds | | 301 |
| | — |
| | 270 |
| | (1 | ) | | 571 |
| | (1 | ) |
| Total temporarily impaired securities | | $ | 462 |
| | $ | (1 | ) | | $ | 270 |
| | $ | (1 | ) | | $ | 732 |
| | $ | (2 | ) |
The scheduled maturities of the Company’s marketable securities as of December 31, 2019 are as follows (in thousands): |
| | | | | | | | |
| | | Available-for-sale securities |
| | | Amortized Cost | | Estimated Fair Value |
| Due within one year | | $ | 1,893 |
| | $ | 1,895 |
|
| Due after one year through five years | | 5,979 |
| | 6,050 |
|
| Due after five years through ten years | | 5,383 |
| | 5,474 |
|
| Due after ten years | | 1,574 |
| | 1,583 |
|
| Total | | $ | 14,829 |
| | $ | 15,002 |
|
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Actual maturities of marketable securities can differ from contractual maturities because borrowers on certain debt securities may have the right to prepay their respective debt obligations at any time. In addition, factors such as prepayments and interest rates may affect the yields on such securities.
In estimating other-than-temporary impairment losses, management considers a variety of factors, including (1) whether the Company has the intent to sell the impaired security, (2) whether the Company expects to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value, and (3) whether the Company expects to recover the entire amortized cost basis of the security. The Company believes that none of the unrealized losses on investment securities are other-than-temporary as management expects the Company will fully recover the entire amortized cost basis of all securities. As of December 31, 2019, the Company had no other-than-temporary impairment losses.
NOTE 7 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In the normal course of business, the Company uses certain types of derivative instruments for the purpose of managing or hedging its interest rate risk. During the year ended December 31, 2019, one of the Company’s interest rate swaps matured. Additionally, the Company entered into one interest rate swap agreement during the year ended December 31, 2019. As of December 31, 2019, the Company had nine interest rate swap agreements. The following table summarizes the terms of the Company’s executed interest rate swap agreements designated as hedging instruments as of December 31, 2019 and 2018 (dollar amounts in thousands): |
| | | | | | | | | | | | | | | | | | | |
| | | | Outstanding Notional Amount as of December 31, 2019 | | | | | | | | Fair Value of Assets and (Liabilities) |
| | Balance Sheet Location | | | Interest Rates(1) | | Effective Dates | | Maturity Dates | | December 31, 2019 | | December 31, 2018 |
| Interest Rate Swaps | Prepaid expenses, interest receivable and other assets | | $ | 49,240 |
| | 3.11%
to
3.57% | | 12/1/2015
to
9/30/2019 | | 12/1/2020
to
9/6/2022 | | $ | 34 |
| | $ | 2,856 |
|
| Interest Rate Swaps | Derivative liabilities, deferred rental income and other liabilities | | $ | 241,465 |
| | 3.32%
to
4.64% | | 12/16/2016
to
10/31/2018 | | 9/30/2021
to
9/6/2022 | | $ | (4,917 | ) | | $ | (2,199 | ) |
| |
(1) | The interest rates consist of the underlying index swapped to a fixed rate and the applicable interest rate spread as of December 31, 2019. |
Additional disclosures related to the fair value of the Company’s derivative instruments are included in Note 3 — Fair Value Measurements. The notional amount under the interest rate swap agreements is an indication of the extent of the Company’s involvement in each instrument, but does not represent exposure to credit, interest rate or market risks.
Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. The Company designated the interest rate swaps as cash flow hedges in order to hedge the variability of the anticipated cash flows on its variable rate debt. The change in fair value of the derivative instruments that are designated as hedges is recorded in other comprehensive (loss) income, with a portion of the amount subsequently reclassified to interest expense as interest payments are made on the Company’s variable rate debt. For the years ended December 31, 2019, 2018 and 2017, the amounts reclassified were gains of $167,000 and $294,000 and a loss of $663,000, respectively. During the next 12 months, the Company estimates that an additional $1.7 million will be reclassified from other comprehensive (loss) income as an increase to interest expense. The Company includes cash flows from interest rate swap agreements in cash flows provided by operating activities on the consolidated statements of cash flows, as the Company’s accounting policy is to present cash flows from hedging instruments in the same category in the consolidated statements of cash flows as the category for cash flows from the hedged items.
The Company has agreements with each of its derivative counterparties that contain provisions whereby, if the Company defaults on certain of its unsecured indebtedness, the Company could also be declared in default on its derivative obligations resulting in an acceleration of payment. If the Company had breached any of these provisions, it could have been required to settle its obligations, under the agreements at an aggregate termination value, inclusive of interest payments of $5.0 million, which includes accrued interest, at December 31, 2019. In addition, the Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. The Company records credit risk valuation adjustments on its interest rate swaps based on the credit quality of the Company and the respective counterparty. There were no termination events or events of default related to the interest rate swaps as of December 31, 2019.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 8 — CREDIT FACILITY AND NOTES PAYABLE
As of December 31, 2019, the Company had $348.9 million of debt outstanding, including net deferred financing costs, with a weighted average years to maturity of 2.6 years and a weighted average interest rate of 3.90%. The weighted average years to maturity is computed using the scheduled repayment date as specified in each loan agreement where applicable. The weighted average interest rate is computed using the interest rate in effect until the scheduled repayment date. Should a loan not be repaid by its scheduled repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date. The following table summarizes the debt balances as of December 31, 2019 and 2018, and the debt activity for the year ended December 31, 2019 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | During the Year Ended December 31, 2019 | | |
| | | Balance as of
December 31, 2018 | | Debt Issuances, Net (1) | | Repayments | | Amortization | | Balance as of
December 31, 2019 |
| Credit facility | | $ | 218,500 |
| | $ | 63,000 |
| | $ | (69,000 | ) | | $ | — |
| | $ | 212,500 |
|
| Fixed rate debt | | 138,459 |
| | — |
| | — |
| | — |
| | 138,459 |
|
| Total debt | | 356,959 |
| | 63,000 |
| | (69,000 | ) | | — |
| | 350,959 |
|
Deferred costs - credit facility(2) | | (1,387 | ) | | (11 | ) | | — |
| | 375 |
| | (1,023 | ) |
| Deferred costs - fixed rate debt | | (1,318 | ) | | — |
| | — |
| | 321 |
| | (997 | ) |
| Total debt, net | | $ | 354,254 |
| | $ | 62,989 |
| | $ | (69,000 | ) | | $ | 696 |
| | $ | 348,939 |
|
| |
(1) | Includes deferred financing costs incurred during the period. |
| |
(2) | Deferred costs related to the term portion of the credit facility, as discussed in Note 2 — Summary of Significant Accounting Policies. |
Notes Payable
As of December 31, 2019, the Company had fixed rate debt outstanding of $138.5 million, including $78.2 million of variable rate debt that is fixed through interest rate swap agreements, which has the effect of fixing the variable interest rate per annum through the maturity date of the variable rate debt. The fixed rate debt has interest rates ranging from 3.56% to 4.17% per annum and as of December 31, 2019, the fixed rate debt had a weighted average interest rate of 3.91%. The fixed rate debt outstanding matures on various dates from December 2020 to February 2025. The aggregate balance of gross real estate assets, net of gross intangible lease liabilities, securing the fixed rate debt outstanding was $247.9 million as of December 31, 2019. Each of the mortgage notes payable comprising the fixed rate debt is secured by the respective properties on which the debt was placed.
Credit Facility
The Company is party to a second amended and restated credit agreement (the “Second Amended Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent (“JPMorgan Chase”), that provides for borrowings up to $425.0 million, which is comprised of up to $212.5 million in unsecured revolving loans (the “Revolving Loans”) and up to $212.5 million in unsecured term loans (the “Term Loans”) (collectively, with the Revolving Loans the “Credit Facility”). The Term Loans mature on September 6, 2022 and the Revolving Loans mature on September 6, 2021; however, the Company may elect to extend the maturity date for the Revolving Loans for up to two six-month periods, but no later than September 6, 2022, subject to satisfying certain conditions contained in the Second Amended Credit Agreement.
Depending upon the type of loan specified and overall leverage ratio, the Credit Facility bears interest at (i) the one-month, two-month, three-month or six-month LIBOR multiplied by the statutory reserve rate (the “Eurodollar Rate”) plus an interest rate spread ranging from 1.70% to 2.20% for Revolving Loans and 1.60% to 2.10% for Term Loans; or (ii) a base rate ranging from 0.70% to 1.20% for Revolving Loans and 0.60% to 1.10% for Term Loans, plus the greater of: (a) JPMorgan Chase’s Prime Rate (as defined in the Second Amended Credit Agreement); (b) the Federal Funds Effective Rate (as defined in the Second Amended Credit Agreement) plus 0.50%; or (c) the one-month LIBOR multiplied by the statutory reserve rate plus 1.0%. As of December 31, 2019, there were no amounts outstanding under the Revolving Loans, and the Term Loans outstanding totaled $212.5 million, all of which are subject to interest rate swap agreements (the “Swapped Term Loans”). The interest rate swap agreements have the effect of fixing the Eurodollar Rate per annum of the Swapped Term Loan at an all-in rate of 3.90%. As of December 31, 2019, the Company had $212.5 million outstanding under the Credit Facility at a weighted average interest rate of 3.90% and $212.5 million in unused capacity, subject to borrowing availability.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Second Amended Credit Agreement contains provisions with respect to covenants, events of default and remedies customary for facilities of this nature. In particular, the Second Amended Credit Agreement requires the Company to maintain a minimum consolidated net worth greater than or equal to the sum of (i) $367.1 million plus (ii) 75% of the equity issued (iii) minus the aggregate amount of any redemptions or similar transaction from the date of the Second Amended Credit Agreement, a leverage ratio less than or equal to 60%, a fixed charge coverage ratio equal to or greater than 1.50, an unsecured debt to unencumbered asset value ratio equal to or less than 60%, an unsecured debt service coverage ratio greater than 1.75, a secured debt ratio equal to or less than 40%, and the amount of secured debt that is recourse debt at no greater than 15% of total asset value. As of December 31, 2019, the Company believes it was in compliance with the financial covenants of the Second Amended Credit Agreement, as well as the financial covenants under the Company’s various fixed and variable rate debt agreements.
Maturities
The following table summarizes the scheduled aggregate principal repayments for the Company’s outstanding debt subsequent to December 31, 2019 (in thousands): |
| | | | |
| Year Ending December 31, | | Principal Repayments |
| 2020 | | $ | 9,240 |
|
| 2021 | | 20,442 |
|
| 2022 | | 304,327 |
|
| 2023 | | — |
|
| 2024 | | — |
|
| Thereafter | | 16,950 |
|
| Total | | $ | 350,959 |
|
NOTE 9 — SUPPLEMENTAL CASH FLOW DISCLOSURES
Supplemental cash flow disclosures for the years ended December 31, 2019, 2018 and 2017 are as follows (in thousands):
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
| Supplemental Disclosures of Non-Cash Investing and Financing Activities: | | | | | |
| Change in accrued dealer manager fee, ongoing stockholder servicing fees, and other offering costs | $ | 3,867 |
| | $ | (2,236 | ) | | $ | 9,460 |
|
| Distributions to stockholders declared and unpaid | $ | 2,814 |
| | $ | 2,719 |
| | $ | 2,126 |
|
| Common stock issued through distribution reinvestment plan | $ | 16,201 |
| | $ | 13,774 |
| | $ | 10,289 |
|
| Change in fair value of marketable securities | $ | 265 |
| | $ | (85 | ) | | $ | 22 |
|
| Change in fair value of interest rate swaps | $ | (5,540 | ) | | $ | (1,044 | ) | | $ | 2,007 |
|
| Accrued deferred financing costs | $ | — |
| | $ | 9 |
| | $ | — |
|
| Accrued capital expenditures | $ | — |
| | $ | — |
| | $ | 163 |
|
| Supplemental Cash Flow Disclosures: | | | | | |
| Interest paid | $ | 14,115 |
| | $ | 13,273 |
| | $ | 7,864 |
|
| Cash paid for taxes | $ | 179 |
| | $ | 184 |
| | $ | 194 |
|
NOTE 10 — COMMITMENTS AND CONTINGENCIES
Litigation
In the ordinary course of business, the Company may become subject to litigation and claims. The Company is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or of which the Company’s properties are the subject.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
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. In addition, the Company may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify the Company against future remediation costs. The Company also carries environmental liability insurance on its properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which the Company may be liable. The Company is not aware of any environmental matters which it believes are reasonably likely to have a material effect on its results of operations, financial condition or liquidity.
Subscription Agreement
On September 27, 2019, the Company executed a subscription agreement to purchase $50 million of limited partnership interests of CIM UII Onshore, L.P. (“CIM UII Onshore”) (the “Subscription Agreement”), which was accepted by the general partner of CIM UII Onshore on September 30, 2019. CIM UII Onshore’s sole purpose is to invest all of its assets in CIM Urban Income Investments, L.P. (“CIM Urban Income”), which is a private institutional fund that acquires, owns and operates substantially stabilized, diversified real estate and real estate-related assets in urban markets primarily located throughout North America. Both CIM UII Onshore and CIM Urban Income were formed by CIM, and CIM controls the general partner of both CIM UII Onshore and CIM Urban Income. As such, the Company’s subscription for $50 million of limited partnership interests in CIM UII Onshore was approved by all of the Company’s independent directors as fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from unaffiliated third parties.
NOTE 11 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS
The Company has incurred, and will continue to incur, commissions, fees and expenses payable to CIM Income NAV Management and certain of its affiliates in connection with the Offering, and the acquisition, management and performance of the Company’s assets. In connection with the Share Modifications, the Company amended and restated its dealer manager agreement and advisory agreement to reflect the changes to the names and classifications of its common stock, and to establish the fees associated with its D Shares, T Shares, S Shares and I Shares, effective November 27, 2018.
Upfront selling commissions, dealer manager and ongoing stockholder servicing fees
In connection with the Offering, CCO Capital, the Company’s dealer manager, will receive upfront selling commissions and dealer manager fees, and/or an asset-based stockholder servicing fees, as summarized in the table below for each class of common stock: |
| | | | | | | | | |
| | | Upfront Selling Commissions | | Dealer Manager Fees | | Ongoing Stockholder Servicing Fees(2) |
D Shares (1) | | 1.50 | % | | — | % | | 0.25 | % |
T Shares (1) | | 3.00 | % | | 0.50 | % | | 0.85 | % |
S Shares (1) | | 3.50 | % | | — | % | | 0.85 | % |
| I Shares | | — |
| | — | % | | — |
|
| |
(1) | The upfront selling commissions are based on a percentage of the transaction price, which is exclusive of the upfront selling commission, for D Shares, T Shares and S Shares. The dealer manager fee is based on a percentage of the transaction price for T Shares. Upfront selling commissions and dealer manager fees are deducted directly from the offering price for D Shares, T Shares and S Shares and paid to CCO Capital. The Company has been advised that CCO Capital intends to reallow 100% of the upfront selling commissions on D Shares, T Shares and S Shares, to participating broker-dealers and may reallow a portion of the dealer manager fee. Pursuant to a registration statement on Form S-11 effective February 28, 2020, there will be no upfront selling commissions on D Shares.
|
| |
(2) | The stockholder servicing fees will be calculated on a daily basis in an amount equal to 1/365th of the percentage of NAV per D Share, T Share or S Share, as applicable, for such day on a continuous basis. CCO Capital, in its sole discretion, may reallow a portion of the stockholder servicing fees to participating broker-dealers. The Company will cease paying the stockholder servicing fees with respect to any D Shares, T Shares or S Shares held in a stockholder’s account when the total upfront selling commissions, dealer manager fees and stockholder servicing fees would exceed, in the aggregate, 8.75% (or, in the case of shares sold through certain participating broker-dealers, a lower limit as set forth in any applicable agreement between our dealer manager and a participating broker-dealer) of the gross proceeds from the sale of such shares. |
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Other organization and offering expenses
All other organization and offering expenses associated with the sale of the Company’s common stock (excluding upfront selling commissions, dealer manager fee and the ongoing stockholder servicing fees) are paid for by CIM Income NAV Management or its affiliates and can be reimbursed by the Company up to 0.75% of the aggregate gross offering proceeds, excluding upfront selling commissions and dealer manager fees charged on D Shares, T Shares and S Shares sold in the Primary Offering. As of December 31, 2019, CIM Income NAV Management or its affiliates had paid organization and offering expenses in excess of the 0.75% in connection with the Offering. These excess amounts were not included in the financial statements of the Company because such amounts were not a liability of the Company as they exceeded 0.75% of gross proceeds from the Offering. As the Company raises additional proceeds from the Offering, these excess amounts may become payable to CIM Income NAV Management.
Advisory fees and expenses
Effective on the Restructure Date, the Company modified the asset-based advisory fee that is payable to CIM Income NAV Management in arrears on a monthly basis and accrues daily, from an amount equal to 1/365th of 0.90% to an amount equal to 1/365th of 1.10% of the Company’s NAV for each class of common stock, for each day.
Operating expenses
The Company reimburses CIM Income NAV Management for the operating expenses it paid or incurred in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse for any amount by which its operating expenses (including the advisory fee) at the end of the four preceding fiscal quarters exceeds the greater of (1) 2% of average invested assets, or (2) 25% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of assets for that period.
Acquisition expenses
In addition, the Company reimburses CIM Income NAV Management for all out-of-pocket expenses incurred in connection with the acquisition of the Company’s investments. While most of the acquisition expenses are expected to be paid to third parties, a portion of the out-of-pocket acquisition expenses may be reimbursed to CIM Income NAV Management or its affiliates. Acquisition expenses, together with any acquisition fees paid to third parties for a particular real estate-related asset, will in no event exceed 6% of the gross purchase price of such asset. Other acquisition-related expenses, such as advisor reimbursements, are expensed as incurred and are included in transaction-related expenses in the accompanying consolidated statements of operations.
Performance Fee
As compensation for services provided pursuant to the advisory agreement, the Company will also pay CIM Income NAV Management a performance-based fee calculated based on the Company’s annual total return to stockholders for each class of common stock (defined below), payable annually in arrears. The total return to stockholders is defined, for each class of the Company’s common stock, as the change in NAV per share plus distributions per share for such class. For each respective class, the NAV per share is calculated on the last trading day of a calendar year shall be the amount against which changes in NAV per share for such class are measured during the subsequent calendar year. Under the terms of the advisory agreement, in the event that performance fees are earned for any particular period, CIM Income NAV Management will not be obligated to return any portion of such fees previously paid based on the Company’s subsequent performance.
Through December 31, 2018, the performance fee was calculated such that for any calendar year in which the total return per share for a particular class exceeded 6% (the “6% Return”), CIM Income NAV Management would receive 25% of the excess total return on such class above the 6% Return allocable to that class, but in no event would the Company pay CIM Income NAV Management more than 10% of the aggregate total return, for that class, for such year. However, in the event the NAV per share of the Company’s D Shares, T Shares and I Shares decreased below the base NAV for the respective share class ($15.00, $16.72 and $16.82 for the D Shares, T Shares and I Shares, respectively) (the “Base NAV”), the performance fee for a respective class was not calculated on any increase in NAV up to the Base NAV for the respective share class. In addition, the performance fee was not payable with respect to any calendar year in which the NAV per share as of the last business day of the calendar year (the “Ending NAV”) for the respective share class was less than the Base NAV of that class. The Base NAV of any share class was subject to downward adjustment in the event that the Company’s board of directors, including a majority of the independent directors, determined that such an adjustment was necessary to provide an appropriate incentive to CIM Income NAV Management to perform in a manner that sought to maximize stockholder value and was in the best interests of
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
the Company’s stockholders. In the event of any stock dividend, stock split, recapitalization or similar change in the Company’s capital structure, the Base NAV for the respective share class was to be ratably adjusted to reflect the effect of any such event.
Therefore, for each class of the Company’s common stock, payment of the performance-based component of the advisory fee (1) was contingent upon the Company’s actual annual total return exceeding the 6% Return and the Ending NAV per share for the respective share class being greater than the Base NAV of that class, (2) varied in amount based on the Company’s actual performance, (3) could not cause the Company’s total return as a percentage of stockholders’ invested capital for the year to be reduced below 6%, and (4) was payable to CIM Income NAV Management in the event the Company’s total return exceeded the 6% Return in a particular calendar year, even if the total return to stockholders (or any particular stockholder) on a cumulative basis over any longer or shorter period had been less than 6% per annum. The Company did not reach the 6% Return during the years ended December 31, 2019 and 2018, therefore, no performance fee was paid during those years.
Starting with the period beginning on January 1, 2019, the performance-based fee is equal to 12.5% of the Total Return for each class of common stock, subject to a 5% Hurdle Amount, a High Water Mark and a Catch-Up (each term as defined in the Second Amended and Restated Advisory Agreement), payable annually in arrears. The foregoing summary is qualified in its entirety by reference to the Second Amended and Restated Advisory Agreement, which is incorporated by reference as Exhibit 10.4 within this Annual Report on Form 10-K. The Company did not reach the 5% Hurdle Amount during the year ended December 31, 2019.
The Company incurred commissions, fees and expense reimbursements as shown in the table below for services provided by CIM Income NAV Management and its affiliates related to the services described above during the periods indicated (in thousands): |
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
| Upfront selling commissions | $ | 1,488 |
| | $ | 2,797 |
| | $ | 2,964 |
|
Stockholder servicing fees (1) | $ | 2,910 |
| | $ | 1,126 |
| | $ | 592 |
|
Dealer manager fees (1) | $ | 267 |
| | $ | 2,609 |
| | $ | 2,128 |
|
| Organization and offering expense reimbursement | $ | 830 |
| | $ | 1,339 |
| | $ | 1,400 |
|
| Acquisition expense reimbursement | $ | 1,217 |
| | $ | 1,722 |
| | $ | 1,594 |
|
| Advisory fee | $ | 7,902 |
| | $ | 5,858 |
| | $ | 4,263 |
|
| Operating expense reimbursement | $ | 2,388 |
| | $ | 2,652 |
| | $ | 2,740 |
|
| Performance fee | $ | — |
| | $ | — |
| | $ | 647 |
|
______________________ | |
(1) | Amounts are calculated for the respective period in accordance with the dealer manager agreement and exclude the estimated liability for the future fees payable to CCO Capital of $13.9 million and $13.2 million as of December 31, 2019 and 2018, respectively, which are included in due to affiliates in the consolidated balance sheets, with a corresponding decrease to capital in excess of par value, as described in Note 2 — Summary of Significant Accounting Policies.
|
Due to/from Affiliates
As of December 31, 2019 and December 31, 2018, $16.6 million and $15.6 million, respectively, was due to CIM Income NAV Management or its affiliates primarily related to the estimated liability for current and future stockholder servicing fees, the reimbursement of organization and offering expenses, and advisory fees, which were included in amounts due to affiliates on the consolidated balance sheets.
As of December 31, 2019 and December 31, 2018, $8,000 and $112,000 was due from CIM Income NAV Management or its affiliates related to amounts received by affiliates of the advisor which were due to the Company.
Subscription Agreement
Pursuant to the Subscription Agreement, the Company committed to purchase $50 million of CIM UII Onshore, which is affiliated with CIM. See Note 10 — Commitments and Contingencies for a discussion of the Subscription Agreement.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 12 — ECONOMIC DEPENDENCY
Under various agreements, the Company has engaged and may in the future engage CIM Income NAV Management or its affiliates 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, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and stockholder relations. As a result of these relationships, the Company is dependent upon CIM Income NAV Management or its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services.
NOTE 13 — STOCKHOLDERS’ EQUITY
As of December 31, 2019, the Company was authorized to issue up to 500,000,000 shares of capital stock. Of the total number of shares of capital stock authorized (a) 490,000,000 shares are designated as common stock, 122,500,000 of which are classified as D Shares, 122,500,000 of which are classified as T Shares, 122,500,000 of which are classified as S Shares, and 122,500,000 of which are classified as I Shares, and (b) 10,000,000 shares are designated as preferred stock. All shares of such stock have a par value of $0.01 per share. The Company’s board of directors may amend the charter from time to time to increase or decrease the aggregate number of authorized shares of capital stock or the number of authorized shares of capital stock of any class or series without stockholder approval. During the year ended December 31, 2019, the Company issued a total of 6.3 million shares, including 917,000 shares issued under the DRIP, for gross proceeds of $112.1 million. As of December 31, 2019, the Company had issued 46.8 million shares of common stock for cumulative gross proceeds of $844.1 million.
The table below provides information regarding the issuances and redemptions of each class of the Company’s common stock during the years ended December 31, 2019, 2018 and 2017 (dollar amounts in thousands): |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | D Shares | | T Shares | | S Shares(1) | | I Shares | | Total |
| | Shares | | Par Value | | Shares | | Par Value | | Shares | | Par Value | | Shares | | Par Value | | Shares | | Par Value |
Balance as of January 1, 2017 | 12,461,616 |
| | $ | 125 |
| | 4,449,352 |
| | $ | 45 |
| | — |
| | $ | — |
| | 788,270 |
| | $ | 8 |
| | 17,699,238 |
| | $ | 178 |
|
Issuance of common stock | 5,206,244 |
| | 51 |
| | 4,661,884 |
| | 46 |
| | — |
| | — |
| | 464,022 |
| | 5 |
| | 10,332,150 |
| | 102 |
|
| Conversion of shares | (55,096 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | 54,673 |
| | — |
| | (423 | ) | | — |
|
Redemptions of common stock | (1,775,662 | ) | | (18 | ) | | (318,013 | ) | | (3 | ) | | — |
| | — |
| | (241,733 | ) | | (2 | ) | | (2,335,408 | ) | | (23 | ) |
Balance as of December 31, 2017 | 15,837,102 |
| | $ | 158 |
| | 8,793,223 |
| | $ | 88 |
| | — |
| | $ | — |
| | 1,065,232 |
| | $ | 11 |
| | 25,695,557 |
| | $ | 257 |
|
Issuance of common stock | 4,853,772 |
| | 48 |
| | 4,719,621 |
| | 47 |
| | — |
| | — |
| | 257,671 |
| | 3 |
| | 9,831,064 |
| | 98 |
|
| Conversion of shares | (8,997 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | 8,889 |
| | — |
| | (108 | ) | | — |
|
Redemptions of common stock | (1,746,560 | ) | | (17 | ) | | (735,522 | ) | | (7 | ) | | — |
| | — |
| | (172,062 | ) | | (2 | ) | | (2,654,144 | ) | | (26 | ) |
Equity-based compensation | 7,212 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 7,212 |
| | — |
|
Balance as of December 31, 2018 | 18,942,529 |
| | $ | 189 |
| | 12,777,322 |
| | $ | 128 |
| | — |
| | $ | — |
| | 1,159,730 |
| | $ | 12 |
| | 32,879,581 |
| | $ | 329 |
|
Issuance of common stock | 2,670,861 |
| | 27 |
| | 3,471,200 |
| | 35 |
| | 7,031 |
| | — |
| | 109,678 |
| | 1 |
| | 6,258,770 |
| | $ | 63 |
|
Redemptions of common stock | (3,477,667 | ) | | (35 | ) | | (1,748,886 | ) | | (18 | ) | | — |
| | — |
| | (171,512 | ) | | (2 | ) | | (5,398,065 | ) | | (55 | ) |
Equity-based compensation | 7,424 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 7,424 |
| | — |
|
Balance as of December 31, 2019 | 18,143,147 |
| | $ | 181 |
| | 14,499,636 |
| | $ | 145 |
| | 7,031 |
| | $ | — |
| | 1,097,896 |
| | $ | 11 |
| | 33,747,710 |
| | $ | 337 |
|
______________________ | |
(1) | The Company did not issue any Class S Shares prior to October 10, 2019. |
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NAV per Share Calculation
The Company’s per share purchase and redemption price for each class varies from day-to-day. The Company has engaged an independent valuation expert which has expertise in appraising commercial real estate assets and related liabilities, to provide, on a rolling quarterly basis, valuations of each of the Company’s commercial real estate assets and related liabilities to be set forth in individual appraisal reports, and to adjust those valuations for events known to the independent valuation expert that it believes are likely to have a material impact on previously provided estimates of the value of the affected commercial real estate assets or related real estate liabilities. In addition, the calculation of NAV for each class includes liquid assets, which are priced daily using third party pricing services, and cash and cash equivalents.
The Company has retained an independent fund accountant to calculate the daily NAV for each class, which uses a process that reflects (1) estimated values of each of the Company’s commercial real estate assets, related liabilities and notes receivable secured by real estate provided periodically by the Company’s independent valuation expert, in individual appraisal reports, (2) daily updates in the price of liquid assets for which third party market quotes are available, (3) accruals of the daily distributions for each class, and (4) estimates of daily accruals, on a net basis, of the Company’s operating revenues, expenses, including class-specific expenses, debt service costs and fees, including class-specific fees. Upfront selling commissions and dealer manager fees will have no effect on the NAV of any class. NAV is intended to reflect the Company’s estimated value on the date that the NAV is determined, and the NAV of any class at any given time will not reflect any obligation to pay future trail fees that may become payable after the date the NAV is determined. As a result, the estimated liability for the future stockholder servicing fees, which is accrued at the time each share is sold, will have no effect on the NAV of any class.
The result of this calculation is the NAV for each class of shares as of the end of any business day. The NAV per share is determined by allocating the NAV to each share class based on its respective ownership percentage. The NAV for each class is then adjusted for contributions, redemptions and accruals of the class’s daily distributions and estimates of class-specific fee and expense accruals. Distributions reflect the daily distribution rate set by the Company’s board of directors, which may vary for each class. The NAV per share for each class is determined by dividing such class’s NAV on such day by the number of shares outstanding for that class as of the end of such business day, prior to giving effect to any share purchases or redemptions to be effected on such day. At regularly scheduled board of directors meetings, the Company’s board of directors reviews the process by which the Company’s advisor estimated the daily accruals and the independent fund accountant calculated the NAV per share, and the operation and results of the process to determine NAV per share generally. The Company’s NAV is not calculated in accordance with GAAP and is not audited by the independent registered public accounting firm.
Distribution Reinvestment Plan
Pursuant to the DRIP, the Company allows stockholders to elect to have their distributions reinvested in additional shares of the Company’s common stock. The purchase price for shares under the DRIP is equal to the NAV per share on the date that the distribution is payable, after giving effect to the distribution. During the years endedDecember 31, 2019, 2018 and 2017, 917,000, 758,000 and 569,000 shares were purchased under the DRIP for $16.2 million, $13.8 million and $10.3 million, respectively.
Share Redemption Program
The Company has adopted a share redemption plan whereby, on any business day, stockholders may request that the Company redeem all or any portion of their shares, subject to certain limitations described below. Pursuant to the share redemption program, the Company will initially redeem shares at a redemption price per share on any business day equal to the Company’s NAV per share for the class of shares being redeemed, without giving effect to any share purchases or redemptions to be effected on such day, less any applicable short-term trading fees. Subject to limited exceptions, stockholders who redeem their shares within the first 365 days from the date of purchase will be subject to a short-term trading fee of 5% of the aggregate NAV per share of the shares of common stock received.
In each calendar quarter, net redemptions will be limited to 5% of the Company’s total NAV as of the end of the immediately preceding quarter. If less than the full 5% limit available for a quarter is used, the unused percentage will be carried over to the next quarter (the “Carryover Percent”), but the maximum carryover percentage will never exceed 15% in the aggregate, and net redemptions in any quarter may never exceed 10% of the prior quarter’s NAV. On each business day, the Company will calculate the maximum amount available for redemptions as 5% plus the Carryover Percent times the prior quarter-end’s NAV, plus share sales for the quarter, minus share redemptions for the quarter (the “Quarterly Limit”). Redemption requests will be satisfied on a first-come-first-served basis up to the Quarterly Limit. A redemption request must be received by 4:00 p.m. Eastern Time on the last business day that the New York Stock Exchange is open for trading prior to the end of a calendar quarter in order for the current Quarterly Limit to apply.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
For the quarter following a quarter in which the Company reached its Quarterly Limit (a “Limit Quarter”), a 5% per quarter redemption limitation will apply on a stockholder by stockholder basis, such that each of the Company’s stockholders will be allowed to request a redemption, at any time during that quarter, for a total of up to 5% of the shares they held as of the last day of the Limit Quarter, plus shares, if any, that the stockholder purchases during the in-progress quarter (the “Flow-regulator”). This prospective methodology for allocating available funds daily during a quarter for which a Flow-regulator is in effect (a “Flow-regulated Quarter”) is designed to treat all stockholders equally during the quarter as a whole, regardless of the particular day during the quarter when they choose to submit their redemption requests, based on the number of shares held by each stockholder as of the prior quarter-end.
If, during a Flow-regulated Quarter, total redemptions for all stockholders in the aggregate are more than two and one-half percent of the Company’s total NAV as of the end of the immediately preceding quarter, then the Flow-regulator will continue to apply for the next succeeding quarter. If total redemptions for all stockholders in the aggregate during a Flow-regulated Quarter are equal to or less than two and one-half percent of the Company’s total NAV as of the end of the immediately preceding quarter, then the first-come, first-served Quarterly Limit discussed above will come back into effect for the next succeeding quarter, with the Quarterly Limit consisting of five percent plus any remaining amount of the Carryover Percent from the last quarter before the Flow-regulated Quarter (subject to the 10% quarterly limit).
In addition, as of December 31, 2019, CIM Income NAV Management owned 13,333 D Shares. Pursuant to the Company’s charter, CIM Income NAV Management is prohibited from selling these shares, which represents the initial investment in the Company, for so long as the CCO Group remains the Company’s sponsor; provided, however, that CIM Income NAV Management could transfer ownership of all or a portion of such shares to other affiliates of the Company’s sponsor.
The Company may fund redemptions with proceeds from any available source, including, but not limited to, available cash, proceeds from sales of additional shares, excess cash flow from operations, sales of liquid investments, incurrence of indebtedness and, if necessary, proceeds from the disposition of real estate properties or real estate-related assets. The Company may reserve borrowing capacity under its Credit Facility and elect to borrow against the Credit Facility in part to redeem shares presented for redemption during periods when the Company does not have sufficient proceeds from the sale of shares to fund all redemption requests. Additionally, the Company’s board of directors may modify or suspend its redemption plan at any time in its sole discretion if it believes that such action is in the best interests of the stockholders.
As of December 31, 2019, the quarterly redemption capacity was equal to 10% of the Company’s NAV and this amount was recorded as redeemable common stock on the consolidated balance sheet for a total of $59.3 million.
During the year ended December 31, 2019, the Company received redemption requests for, and redeemed approximately 3.5 millionD Shares of common stock for$61.8 million, 1.7 million T Shares of common stock for $30.5 million and 172,000 I Shares of common stock for $3.1 million. No S Shares were redeemed during the year ended December 31, 2019.
Distributions Payable and Distribution Policy
The Company’s board of directors authorized a daily distribution, based on 365 days in the calendar year of $0.002678083 per share for stockholders of record as of the close of business on each day of the period commencing on January 1, 2019 and ending on March 31, 2020. The daily distribution amount for each class of outstanding common stock is adjusted based on the relative NAV of the various classes each day so that, from day to day, distributions constitute a uniform percentage of the NAV per share of all classes. As a result, from day to day, the per share daily distribution for each outstanding class of common stock may be higher or lower than the daily distribution amount authorized by the Company’s board of directors. As of December 31, 2019, the Company had distributions payable of $2.8 million.
Subsequent to December 31, 2019, the Board reaffirmed the declaration and payment of distributions for the month of March 2020 at the rate previously declared on November 6, 2019, which distributions will be paid on or around April 1, 2020. Given the impact of the novel strain of coronavirus (“COVID-19”) outbreak, the Board has decided to defer making a determination as to the amount and timing of distributions for the second quarter of 2020 until such time that the Company has greater visibility into the impact that the COVID-19 outbreak will have on the Company’s tenants’ ability to continue to pay rent on their leases on a timely basis or at all, the degree to which federal, state or local governmental authorities grant rent relief or other relief or amnesty programs applicable to the Company’s tenants, the Company’s ability to access the capital markets, and on the United States and worldwide financial markets and economy.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Equity Based Compensation
On August 9, 2018, the Board approved the adoption of the Company’s 2018 Equity Incentive Plan (the “Plan”), under which 400,000 of the Company’s common shares were reserved for issuance and share awards of 385,000 are available for future grant as of December 31, 2019.
As of December 31, 2019, the Company has granted awards of approximately 3,700 restricted D Shares to each of the independent members of the Board (approximately 14,600 restricted shares in aggregate) under the Plan. As of December 31, 2019, 7,200 of the restricted D Shares had vested based on one year of continuous service. The remaining 7,400 shares issued had not been forfeited as of December 31, 2019. The fair value of the Company’s share awards is determined using the Company’s NAV per share on the date of grant. Compensation expense related to these restricted D Shares is recognized over the vesting period. The Company recorded compensation expense of $131,000 and $33,000 for the years ended December 31, 2019 and 2018, respectively, related to these restricted D Shares, which is included in general and administrative expenses in the accompanying consolidated statements of operations.
As of December 31, 2019, there was $98,000 of total unrecognized compensation expense related to the restricted D Shares issued in 2019, which will be recognized ratably over the remaining period of service prior to October 1, 2020.
NOTE 14 — INCOME TAXES
For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nondividend distributions. Nondividend distributions will reduce U.S stockholders’ basis (but not below zero) in their shares. The following table shows the character of the distributions the Company paid on a percentage basis for the years ended December 31, 2019, 2018, and 2017: |
| | | | | | | | | | |
| | | | Year Ended December 31, |
| Character of Distributions: | | | 2019 | | 2018 | | 2017 |
| Ordinary dividends | | | 38.9 | % | | 52.4 | % | | 37.3 | % |
| Nondividend distributions | | | 43.1 | % | | 47.6 | % | | 62.7 | % |
| Capital gain distributions | | | 18.0 | % | | — | % | | — | % |
| Total | | | 100 | % | | 100 | % | | 100 | % |
During the years ended December 31, 2019, 2018 and 2017, the Company incurred state and local income and franchise taxes of $214,000, $182,000 and $201,000, respectively, which were recorded in general and administrative expenses on the consolidated statements of operations.
The Company had no unrecognized tax benefits as of or during the years ended December 31, 2019, 2018 and 2017. Any interest and penalties related to unrecognized tax benefits would be recognized within the provision for income taxes in the accompanying consolidated statements of operations. The Company files income tax returns in the U.S. federal jurisdiction, as well as various state jurisdictions, and is subject to routine examinations by the respective tax authorities.
NOTE 15 — LEASES
The Company’s real estate assets are leased to tenants under operating leases for which the terms, expirations and extension options vary. The Company’s operating leases do not convey to the lessee the right to purchase the underlying asset upon expiration of the lease period. To determine whether a contract contains a lease, the Company reviews contracts to determine if the agreement conveys the right to control the use of an asset. The Company adopted ASC 842, using the optional alternative transition method and used the effective date as the date of initial application. Consequently, financial information was not updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. The Company elected the “package of practical expedients,” which permits the Company to not reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. The Company elected to apply the practical expedient for all of the Company’s leases to account for the lease and non-lease components as a single, combined operating lease component under ASC 842. Non-lease components primarily consist of maintenance services, including CAM, real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. Non-lease components are considered to be variable rental and other property income and are recognized in the period incurred.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As of December 31, 2019, the leases had a weighted-average remaining term of 10.7 years. Certain leases include provisions to extend the lease agreements, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other negotiated terms and conditions. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As of December 31, 2019, the future minimum rental income from the Company’s real estate assets under non-cancelable operating leases, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, was as follows (in thousands): |
| | | | |
| Year Ending December 31, | | Future Minimum Rental Income |
| 2020 | | $ | 63,417 |
|
| 2021 | | 64,553 |
|
| 2022 | | 64,801 |
|
| 2023 | | 64,250 |
|
| 2024 | | 62,849 |
|
| Thereafter | | 398,301 |
|
| Total | | $ | 718,171 |
|
As previously disclosed in the Company’s 2018 Annual Report on Form 10-K and under the previous lease accounting standard, Topic 840, the following table summarizes the future minimum rental income from the Company’s real estate assets under non-cancelable operating leases, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, as of December 31, 2018 (in thousands):
|
| | | |
| Year Ending December 31, | Future Minimum Rental Income |
| 2019 | $ | 64,531 |
|
| 2020 | 64,887 |
|
| 2021 | 65,147 |
|
| 2022 | 65,324 |
|
| 2023 | 64,455 |
|
| Thereafter | 417,715 |
|
| Total | $ | 742,059 |
|
Rental and other property income during the years ended December 31, 2019, 2018 and 2017 consisted of the following (in thousands):
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2019 | | 2018 | | 2017 |
Fixed rental and other property income (1) | $ | 68,815 |
| | $ | 63,669 |
| | $ | 43,669 |
|
Variable rental and other property income (2) | 8,791 |
| | 7,109 |
| | 4,356 |
|
| Total rental and other property income | $ | 77,606 |
| | $ | 70,778 |
| | $ | 48,025 |
|
______________________
| |
(1) | Consists primarily of fixed contractual payments from operating leases with tenants recognized on a straight-line basis over the lease term, including amortization of acquired above- and below-market leases. |
| |
(2) | Consists primarily of tenant reimbursements for recoverable real estate taxes and property operating expenses, and percentage rent, net of bad debt expense. |
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NOTE 16 — QUARTERLY RESULTS (UNAUDITED)
Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2019 and 2018 (in thousands, except for per share amounts). In the opinion of management, the information for the interim periods presented includes all adjustments, which are of a normal and recurring nature, necessary to present a fair presentation of the results for each period. |
| | | | | | | | | | | | | | | | |
| | | December 31, 2019 |
| | | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| Revenues | | $ | 19,541 |
| | $ | 19,288 |
| | $ | 19,350 |
| | $ | 19,633 |
|
| Net income | | $ | 1,636 |
| | $ | 5,453 |
| | $ | 7,678 |
| | $ | 24 |
|
| Net income attributable to the Company | | $ | 1,627 |
| | $ | 5,445 |
| | $ | 7,669 |
| | $ | 9 |
|
Basic and diluted net income per share - Class D common stock (1) | | $ | 0.05 |
| | $ | 0.16 |
| | $ | 0.23 |
| | $ | — |
|
Basic and diluted net income per share - Class T common stock (1) | | $ | 0.05 |
| | $ | 0.16 |
| | $ | 0.22 |
| | $ | — |
|
Basic and diluted net income per share - Class S common stock (1), (2) | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 0.10 |
|
Basic and diluted net income per share - Class I common stock (1) | | $ | 0.05 |
| | $ | 0.17 |
| | $ | 0.23 |
| | $ | 0.01 |
|
| |
(1) | The Company calculates net income per share based on the weighted-average number of outstanding shares of common stock during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. |
| |
(2) | The Company did not issue any Class S Shares prior to October 10, 2019. |
|
| | | | | | | | | | | | | | | | |
| | | December 31, 2018 |
| | | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| Revenues | | $ | 15,234 |
| | $ | 17,768 |
| | $ | 18,970 |
| | $ | 18,940 |
|
| Net income | | $ | 1,161 |
| | $ | 1,421 |
| | $ | 188 |
| | $ | 2,425 |
|
| Net income attributable to the Company | | $ | 1,152 |
| | $ | 1,413 |
| | $ | 179 |
| | $ | 2,414 |
|
Basic and diluted net income per share - Class D common stock (1) | | $ | 0.04 |
| | $ | 0.05 |
| | $ | 0.01 |
| | $ | 0.08 |
|
Basic and diluted net income per share - Class T common stock (1) | | $ | 0.04 |
| | $ | 0.05 |
| | $ | — |
| | $ | 0.07 |
|
Basic and diluted net income per share - Class I common stock (1) | | $ | 0.05 |
| | $ | 0.05 |
| | $ | 0.01 |
| | $ | 0.08 |
|
| |
(1) | The Company calculates net income per share based on the weighted-average number of outstanding shares of common stock during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters. |
NOTE 17 — SUBSEQUENT EVENTS
Subsequent to December 31, 2019, there was a global outbreak of COVID-19. The global and domestic response to the COVID-19 outbreak continues to rapidly evolve. Thus far, certain responses to the COVID-19 outbreak have included mandates from federal, state and/or local authorities that required temporary closure of or imposed limitations on the operations of certain non-essential retailers. The COVID-19 outbreak and associated responses could negatively impact future tenant sales and operations at the Company’s properties, which could result in material impact to the Company’s future results of operations, cash flows and financial condition. The Company is unable to estimate the impact the novel coronavirus will have on its financial results at this time.
Disposition of Real Estate Assets
Subsequent to December 31, 2019, the Company disposed of one property for an aggregate gross sales price of $5.0 million, resulting in net proceeds of $4.8 million after closing costs, which approximated its net book value. No disposition fees were paid to CIM Income NAV Management or its affiliates in connection with the sale of this property and the Company has no continuing involvement with this property.
Subscription Agreement
On March 11, 2020, the general partner of CIM UII Onshore called on the Company’s subscription for $50 million of limited partnership interests in CIM UII Onshore.
CIM INCOME NAV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Change in Selling Commissions for D Shares
On February 28, 2020, the Company adopted the Second Amended and Restated Multiple Class Plan to reflect the elimination of upfront selling commissions on the Company’s D Shares.
CIM INCOME NAV, INC.
SCHEDULE III –REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Gross Amount | | | | | | |
| | | | | | | | | | | at Which | | | | | | |
| | | | Initial Costs to Company | | Total | | Carried At | | Accumulated | | | | |
| | | | | | Buildings & | | Adjustment | | December 31, 2019 | | Depreciation | | Date | | Date |
| Description (a) | | Encumbrances | | Land | | Improvements | | to Basis (b) | | (c) (d) (e) | | (f) (g) | | Acquired | | Constructed |
| Real Estate Held for Investment: |
| 24 Hour Fitness | | | | | | | | | | | | | | | | |
| Orlando, FL | | (h) | | $ | 2,528 |
| | $ | 7,272 |
| | $ | — |
| | $ | 9,800 |
| | $ | 188 |
| | 2/5/2019 | | 2018 |
| AAA Office Park | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Hamilton, NJ | | (h) | | 3,254 |
| | 25,221 |
| | — |
| | 28,475 |
| | 1,584 |
| | 3/22/2018 | | 2007 |
| Advance Auto | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Macomb Township, MI | | (h) | | 718 |
| | 1,146 |
| | — |
| | 1,864 |
| | 249 |
| | 12/20/2011 | | 2009 |
| Ravenswood, WV | | (h) | | 150 |
| | 645 |
| | (137 | ) | | 658 |
| | — |
| | 6/17/2015 | | 1996 |
| Sedalia, MO | | (h) | | 374 |
| | 1,187 |
| | — |
| | 1,561 |
| | 204 |
| | 9/23/2013 | | 2013 |
| AK Steel | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| West Chester, OH | | (h) | | 1,028 |
| | 19,914 |
| | — |
| | 20,942 |
| | 1,214 |
| | 4/30/2018 | | 2007 |
| Algonac Plaza | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Algonac, MI | | (h) | | 1,097 |
| | 7,718 |
| | — |
| | 8,815 |
| | 1,405 |
| | 8/30/2013 | | 2002 |
| Amcor Rigid Plastics | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Ames, IA | | $8,300 | | 775 |
| | 12,179 |
| | — |
| | 12,954 |
| | 1,611 |
| | 9/19/2014 | | 1996 |
| Apex Technologies | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Mason, OH | | (h) | | 997 |
| | 11,657 |
| | — |
| | 12,654 |
| | 746 |
| | 12/19/2017 | | 1999 |
| Art Van Furniture | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Monroeville, PA | | (h) | | 1,023 |
| | 9,607 |
| | — |
| | 10,630 |
| | 572 |
| | 11/22/2017 | | 2004 |
| York, PA | | (h) | | 1,720 |
| | 6,628 |
| | — |
| | 8,348 |
| | 411 |
| | 11/22/2017 | | 1978 |
| AutoZone | |
| |
|
| |
|
| |
|
| | — |
| |
|
| |
| |
|
| Jesup, GA | | (h) | | 209 |
| | 781 |
| | (114 | ) | | 876 |
| | — |
| | 10/25/2016 | | 2005 |
| Vandalia, OH | | 532 | | 778 |
| | — |
| | — |
| | 778 |
| | — |
| | 10/10/2014 | | 2014 |
| BioLife Plasma Services | |
| |
|
| |
|
| |
|
| | — |
| |
|
| |
| |
|
| Fort Wayne, IN | | | | 691 |
| | 2,662 |
| | — |
| | 3,353 |
| | 244 |
| | 12/16/2016 | | 2007 |
| Moorhead, MN | | | | 727 |
| | 3,109 |
| | — |
| | 3,836 |
| | 275 |
| | 12/16/2016 | | 2008 |
| Bob Evans | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Defiance, OH | | (h) | | 391 |
| | 1,674 |
| | — |
| | 2,065 |
| | 159 |
| | 4/28/2017 | | 2011 |
| Dover, OH | | (h) | | 362 |
| | 1,495 |
| | — |
| | 1,857 |
| | 138 |
| | 4/28/2017 | | 2008 |
| Dundee, MI | | (h) | | 403 |
| | 1,438 |
| | — |
| | 1,841 |
| | 126 |
| | 4/28/2017 | | 2000 |
| Hamilton, OH | | (h) | | 393 |
| | 1,305 |
| | — |
| | 1,698 |
| | 122 |
| | 4/28/2017 | | 1997 |
| Hummelstown, PA | | (h) | | 1,184 |
| | 1,165 |
| | — |
| | 2,349 |
| | 97 |
| | 4/28/2017 | | 1994 |
| Mayfield Heights, OH | | (h) | | 721 |
| | 919 |
| | — |
| | 1,640 |
| | 87 |
| | 4/28/2017 | | 2003 |
| Richmond, VA | | (h) | | 785 |
| | 688 |
| | — |
| | 1,473 |
| | 58 |
| | 4/28/2017 | | 1990 |
| Burger King | |
| |
|
| |
|
| |
|
| | — |
| |
|
| |
| |
|
| Midwest City, OK | | 765 | | 576 |
| | 413 |
| | — |
| | 989 |
| | 55 |
| | 9/30/2014 | | 2015 |
| Caliber Collision | |
| |
|
| |
|
| |
|
| | — |
| |
|
| |
| |
|
| Houston, TX | | (h) | | 466 |
| | 4,929 |
| | — |
| | 5,395 |
| | 465 |
| | 8/11/2016 | | 2016 |
| San Antonio, TX | | (h) | | 196 |
| | 2,918 |
| | — |
| | 3,114 |
| | 247 |
| | 1/19/2017 | | 1963 |
| Venice, FL | | (h) | | 857 |
| | 2,662 |
| | — |
| | 3,519 |
| | 255 |
| | 8/12/2016 | | 2015 |
| CarMax | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Tinley Park, IL | | 15,800 | | 3,282 |
| | 21,974 |
| | — |
| | 25,256 |
| | 1,623 |
| | 6/27/2017 | | 1998 |
| Carrier Rental Systems | |
| |
|
| |
|
| |
|
| | — |
| |
|
| |
| |
|
| Houston, TX | | 2,800 | | 749 |
| | 3,832 |
| | — |
| | 4,581 |
| | 521 |
| | 9/4/2014 | | 2006 |
| Chili’s and Petsmart Center | |
| |
|
| |
|
| |
|
| | — |
| |
|
| |
| |
|
| Panama City, FL | | (h) | | 1,371 |
| | 4,411 |
| | (1,119 | ) | | 4,663 |
| | — |
| | 12/10/2015 | | 2005 |
| Cottage Plaza | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Pawtucket, RI | | (h) | | 5,431 |
| | 15,582 |
| | 8 |
| | 21,021 |
| | 1,231 |
| | 6/29/2017 | | 2004 |
CIM INCOME NAV, INC.
SCHEDULE III –REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION – (Continued)
(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Gross Amount | | | | | | |
| | | | | | | | | | | at Which | | | | | | |
| | | | Initial Costs to Company | | Total | | Carried At | | Accumulated | | | | |
| | | | | | Buildings & | | Adjustment | | December 31, 2019 | | Depreciation | | Date | | Date |
| Description (a) | | Encumbrances | | Land | | Improvements | | to Basis (b) | | (c) (d) (e) | | (f) (g) | | Acquired | | Constructed |
| CVS | |
| |
|
| |
|
| |
|
| | — |
| |
|
| |
| |
|
| Austin, TX | | $1,830 | | $ | 1,417 |
| | $ | 1,579 |
| | $ | 81 |
| | $ | 3,077 |
| | $ | 334 |
| | 12/8/2011 | | 1997 |
| Erie, PA | | (h) | | 1,007 |
| | 1,157 |
| | 63 |
| | 2,227 |
| | 240 |
| | 12/9/2011 | | 1999 |
| Mansfield, OH | | (h) | | 270 |
| | 1,691 |
| | 81 |
| | 2,042 |
| | 351 |
| | 12/9/2011 | | 1998 |
| Wisconsin Rapids, WA | | 1,790 | | 517 |
| | 2,148 |
| | — |
| | 2,665 |
| | 336 |
| | 12/13/2013 | | 2013 |
| DaVita Dialysis | |
| |
|
| |
|
| |
|
| | — |
| |
|
| |
| |
|
| Austell, GA | | (h) | | 581 |
| | 2,359 |
| | — |
| | 2,940 |
| | 342 |
| | 5/6/2014 | | 2009 |
| Dollar General | |
| |
|
| |
|
| |
|
| | — |
| |
|
| |
| |
|
| Erie, IL | | (h) | | 67 |
| | 974 |
| | — |
| | 1,041 |
| | 93 |
| | 6/30/2016 | | 2016 |
| Gladwin, MI | | 780 | | 121 |
| | 1,119 |
| | — |
| | 1,240 |
| | 179 |
| | 1/24/2014 | | 2013 |
| Glasford, IL | | (h) | | 167 |
| | 904 |
| | — |
| | 1,071 |
| | 87 |
| | 6/24/2016 | | 2016 |
| Independence, MO | | 837 | | 276 |
| | 1,017 |
| | — |
| | 1,293 |
| | 186 |
| | 3/15/2013 | | 2012 |
| Lexington, MI | | 707 | | 89 |
| | 1,033 |
| | — |
| | 1,122 |
| | 166 |
| | 1/24/2014 | | 2013 |
| New Richland, MN | | (h) | | 173 |
| | 900 |
| | — |
| | 1,073 |
| | 86 |
| | 6/24/2016 | | 2016 |
| Ocala, FL | | (h) | | 205 |
| | 1,308 |
| | — |
| | 1,513 |
| | 191 |
| | 5/7/2014 | | 2013 |
| Pine River, MN | | (h) | | 230 |
| | 872 |
| | — |
| | 1,102 |
| | 88 |
| | 4/8/2016 | | 2016 |
| Redfield, SD | | (h) | | 43 |
| | 839 |
| | — |
| | 882 |
| | 122 |
| | 9/5/2014 | | 2014 |
| Stacy, MN | | 658 | | 84 |
| | 810 |
| | — |
| | 894 |
| | 107 |
| | 11/6/2014 | | 2014 |
| Starbuck, MN | | (h) | | 76 |
| | 946 |
| | — |
| | 1,022 |
| | 94 |
| | 4/15/2016 | | 2016 |
| St. Joseph, MO | | (h) | | 197 |
| | 972 |
| | — |
| | 1,169 |
| | 176 |
| | 4/2/2013 | | 2013 |
| Topeka, KS | | 794 | | 176 |
| | 882 |
| | — |
| | 1,058 |
| | 126 |
| | 10/22/2014 | | 2014 |
| Trimble, MO | | (h) | | 212 |
| | 802 |
| | — |
| | 1,014 |
| | 75 |
| | 6/30/2016 | | 2016 |
| Wheaton, MN | | (h) | | 134 |
| | 874 |
| | — |
| | 1,008 |
| | 88 |
| | 4/22/2016 | | 2016 |
| Winthrop, MN | | (h) | | 130 |
| | 876 |
| | — |
| | 1,006 |
| | 88 |
| | 4/8/2016 | | 2016 |
| Duluth Trading | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Arlington, TX | | (h) | | 1,123 |
| | 3,859 |
| | — |
| | 4,982 |
| | 168 |
| | 8/16/2018 | | 2018 |
| Wichita, KS | |
| | 1,252 |
| | 3,405 |
| | — |
| | 4,657 |
| | 63 |
| | 5/17/2019 | | 2019 |
| Enid Crossing | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Enid, OK | | 3,407 | | 685 |
| | 4,426 |
| | 3 |
| | 5,114 |
| | 793 |
| | 6/30/2014 | | 2013 |
| Family Dollar | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Centreville, AL | | (h) | | 50 |
| | 1,122 |
| | — |
| | 1,172 |
| | 167 |
| | 4/29/2014 | | 2013 |
| Danville, VA | | (h) | | 228 |
| | 774 |
| | — |
| | 1,002 |
| | 141 |
| | 6/17/2014 | | 2013 |
| Darby, MT | | 881 | | 244 |
| | 889 |
| | — |
| | 1,133 |
| | 133 |
| | 9/30/2014 | | 2014 |
| Denton, NC | | (h) | | 334 |
| | 545 |
| | — |
| | 879 |
| | 92 |
| | 6/17/2014 | | 2012 |
| Deridder, LA | | (h) | | 183 |
| | 746 |
| | — |
| | 929 |
| | 132 |
| | 9/3/2014 | | 2014 |
| Hampton, AR | | 651 | | 131 |
| | 741 |
| | — |
| | 872 |
| | 137 |
| | 9/15/2014 | | 2014 |
| Londonderry, OH | | (h) | | 65 |
| | 1,078 |
| | — |
| | 1,143 |
| | 180 |
| | 9/3/2014 | | 2014 |
| Tatum, NM | | 700 | | 130 |
| | 805 |
| | — |
| | 935 |
| | 134 |
| | 3/31/2014 | | 2014 |
| West Portsmouth, OH | | (h) | | 214 |
| | 768 |
| | — |
| | 982 |
| | 109 |
| | 9/23/2014 | | 2004 |
| FedEx | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Elko, NV | | (h) | | 186 |
| | 2,024 |
| | — |
| | 2,210 |
| | 350 |
| | 5/28/2013 | | 2012 |
| Spirit Lake, IA | | (h) | | 115 |
| | 2,501 |
| | — |
| | 2,616 |
| | 401 |
| | 12/12/2013 | | 2013 |
| Fresh Thyme | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Indianapolis, IN | | 4,470 | | 1,074 |
| | 7,452 |
| | — |
| | 8,526 |
| | 556 |
| | 9/26/2017 | | 2016 |
| Worthington, OH | | (h) | | 2,648 |
| | 6,498 |
| | — |
| | 9,146 |
| | 589 |
| | 8/9/2016 | | 2015 |
| H&E Equipment Services | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Albuquerque, NM | | (h) | | 1,211 |
| | 4,278 |
| | — |
| | 5,489 |
| | 316 |
| | 6/19/2018 | | 2016 |
| Fort Myers, FL | | (h) | | 735 |
| | 3,963 |
| | — |
| | 4,698 |
| | 223 |
| | 6/19/2018 | | 2016 |
| Suwanee, GA | | (h) | | 1,020 |
| | 3,505 |
| | — |
| | 4,525 |
| | 175 |
| | 6/19/2018 | | 2016 |
| Hobby Lobby | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Cadillac, MI | | (h) | | 480 |
| | 4,382 |
| | — |
| | 4,862 |
| | 220 |
| | 6/22/2018 | | 2017 |
CIM INCOME NAV, INC.
SCHEDULE III –REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION – (Continued)
(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Gross Amount | | | | | | |
| | | | | | | | | | | at Which | | | | | | |
| | | | Initial Costs to Company | | Total | | Carried At | | Accumulated | | | | |
| | | | | | Buildings & | | Adjustment | | December 31, 2019 | | Depreciation | | Date | | Date |
| Description (a) | | Encumbrances | | Land | | Improvements | | to Basis (b) | | (c) (d) (e) | | (f) (g) | | Acquired | | Constructed |
| Hobby Lobby (continued) | | | | | | | | | | | | | | | | |
| Sedalia, MO | | (h) | | $ | 478 |
| | $ | 3,976 |
| | $ | — |
| | $ | 4,454 |
| | $ | 204 |
| | 3/15/2018 | | 2016 |
| Watertown, SD | | (h) | | 565 |
| | 4,252 |
| | — |
| | 4,817 |
| | 241 |
| | 2/22/2018 | | 2016 |
| Willmar, MN | | (h) | | 1,289 |
| | 3,721 |
| | — |
| | 5,010 |
| | 225 |
| | 2/22/2018 | | 2017 |
| Jewel-Osco | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Spring Grove, IL | | (h) | | 739 |
| | 9,530 |
| | — |
| | 10,269 |
| | 309 |
| | 11/14/2018 | | 2007 |
| Wood Dale, IL | | (h) | | 3,368 |
| | 6,146 |
| | — |
| | 9,514 |
| | 199 |
| | 11/14/2018 | | 1995 |
| JOANN | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Roseville, MI | | (h) | | 506 |
| | 2,747 |
| | — |
| | 3,253 |
| | 543 |
| | 9/30/2013 | | 2013 |
| Kloeckner | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| University Park, IL | | (h) | | 816 |
| | 11,887 |
| | — |
| | 12,703 |
| | 396 |
| | 11/7/2018 | | 2016 |
| Kum & Go | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Cedar Rapids, IA | | $1,501 | | 630 |
| | 1,679 |
| | — |
| | 2,309 |
| | 297 |
| | 5/3/2013 | | 2011 |
| LA Fitness | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Pawtucket, RI | | (h) | | 5,556 |
| | 7,071 |
| | — |
| | 12,627 |
| | 930 |
| | 10/11/2016 | | 2015 |
| Rock Hill, SC | | (h) | | 630 |
| | 7,858 |
| | — |
| | 8,488 |
| | 670 |
| | 4/6/2017 | | 2015 |
| Lowe’s | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Fremont, OH | | 5,312 | | 1,287 |
| | 7,125 |
| | 278 |
| | 8,690 |
| | 1,346 |
| | 12/11/2013 | | 1996 |
| North Dartmouth, MA | | (h) | | 7,334 |
| | 11,976 |
| | — |
| | 19,310 |
| | 1,257 |
| | 1/4/2017 | | 2004 |
| Marshalls | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Wilkesboro, NC | | (h) | | 968 |
| | 1,775 |
| | 155 |
| | 2,898 |
| | 174 |
| | 10/20/2016 | | 1999 |
| Mattress Firm | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Fairview Park, OH | | (h) | | 646 |
| | 830 |
| | — |
| | 1,476 |
| | 131 |
| | 6/16/2014 | | 2014 |
| Gadsden, AL | | (h) | | 393 |
| | 1,413 |
| | — |
| | 1,806 |
| | 245 |
| | 6/10/2013 | | 2012 |
| Mattress Firm & Panera Bread | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Elyria, OH | | (h) | | 1,100 |
| | 2,836 |
| | — |
| | 3,936 |
| | 328 |
| | 4/7/2016 | | 2015 |
| Mister Carwash | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Hudson, FL | | (h) | | 1,014 |
| | 843 |
| | — |
| | 1,857 |
| | 69 |
| | 10/19/2016 | | 2007 |
| Spring Hill, FL | | (h) | | 961 |
| | 1,156 |
| | — |
| | 2,117 |
| | 95 |
| | 10/19/2016 | | 2008 |
| National Tire & Battery | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Conyers, GA | | 1,657 | | 522 |
| | 1,845 |
| | — |
| | 2,367 |
| | 258 |
| | 9/26/2014 | | 1995 |
| Natural Grocers | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Prescott, AZ | | 2,367 | | 795 |
| | 2,802 |
| | — |
| | 3,597 |
| | 544 |
| | 5/6/2013 | | 2012 |
| North Lake Square | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Gainesville, GA | | 13,365 | | 1,318 |
| | 22,598 |
| | — |
| | 23,916 |
| | 1,618 |
| | 7/26/2017 | | 2015 |
| Northern Tool |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Hoover, AK | | (h) | | 691 |
| | 2,150 |
| | — |
| | 2,841 |
| | 316 |
| | 8/15/2014 | | 2014 |
| O'Reilly Auto Parts | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Decatur, GA | | (h) | | 491 |
| | 985 |
| | — |
| | 1,476 |
| | 85 |
| | 9/12/2016 | | 2007 |
| Fayetteville, NC | | (h) | | 132 |
| | 1,246 |
| | — |
| | 1,378 |
| | 182 |
| | 3/18/2014 | | 2012 |
| PetSmart | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Lexington, NC | | (h) | | 605 |
| | 3,162 |
| | — |
| | 3,767 |
| | 303 |
| | 1/27/2017 | | 2016 |
| McAllen, TX | | 2,924 | | 1,961 |
| | 1,994 |
| | — |
| | 3,955 |
| | 434 |
| | 9/30/2014 | | 1995 |
| Procter & Gamble | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Fayetteville, AR | | (h) | | 1,757 |
| | 8,663 |
| | 485 |
| | 10,905 |
| | 454 |
| | 4/2/2018 | | 2006 |
| Raising Canes | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Avondale, AZ | | (h) | | 1,435 |
| | 1,857 |
| | — |
| | 3,292 |
| | 261 |
| | 5/23/2014 | | 2013 |
| Republic Services | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Scottsdale, AZ | |
| | 10,961 |
| | 32,089 |
| | 2,040 |
| | 45,090 |
| | 428 |
| | 8/16/2019 | | 1999 |
| Sam’s Club | |
| |
| |
| |
| |
| |
| |
| |
|
| Timonium, MD | | 9,150 | | 6,194 |
| | 11,042 |
| | — |
| | 17,236 |
| | 1,312 |
| | 11/28/2016 | | 2000 |
| Sherwin-Williams | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Pigeon Forge, TN | | (h) | | 392 |
| | 661 |
| | — |
| | 1,053 |
| | 57 |
| | 11/1/2016 | | 2015 |
CIM INCOME NAV, INC.
SCHEDULE III –REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION – (Continued)
(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Gross Amount | | | | | | |
| | | | | | | | | | | at Which | | | | | | |
| | | | Initial Costs to Company | | Total | | Carried At | | Accumulated | | | | |
| | | | | | Buildings & | | Adjustment | | December 31, 2019 | | Depreciation | | Date | | Date |
| Description (a) | | Encumbrances | | Land | | Improvements | | to Basis (b) | | (c) (d) (e) | | (f) (g) | | Acquired | | Constructed |
| Sleepy’s | |
| |
|
| |
|
| |
|
| | — |
| |
|
| |
| |
|
| Roanoke Rapids, NC | | (h) | | $ | 238 |
| | $ | 1,267 |
| | $ | — |
| | $ | 1,505 |
| | $ | 146 |
| | 8/17/2015 | | 2015 |
| Steinhafels | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Madison, WI | |
| | 3,257 |
| | 11,607 |
| | — |
| | 14,864 |
| | 207 |
| | 5/1/2019 | | 1994 |
| SuperValu | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Oglesby, IL | | (h) | | 1,190 |
| | 14,098 |
| | — |
| | 15,288 |
| | 532 |
| | 7/23/2018 | | 1996 |
| Tailwinds | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Denton, TX | | (h) | | 884 |
| | 7,747 |
| | — |
| | 8,631 |
| | 1,036 |
| | 9/30/2014 | | 2013 |
| Tellico Greens | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Loudon, TN | | $3,000 | | 823 |
| | 3,959 |
| | — |
| | 4,782 |
| | 626 |
| | 12/20/2013 | | 2008 |
| Tempe Commerce | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Tempe, AZ | | (h) | | 1,975 |
| | 12,512 |
| | 312 |
| | 14,799 |
| | 856 |
| | 12/22/2017 | | 1998 |
| Tempe, AZ | | (h) | | 1,872 |
| | 10,758 |
| | — |
| | 12,630 |
| | 464 |
| | 9/17/2018 | | 1998 |
| Teradata | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Miami Township, OH | | (h) | | 1,161 |
| | 9,181 |
| | — |
| | 10,342 |
| | 920 |
| | 12/12/2016 | | 2010 |
| The Toro Company | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Windom, MN | | (h) | | 73 |
| | 8,708 |
| | — |
| | 8,781 |
| | 807 |
| | 5/19/2016 | | 2016 |
| Time Warner | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Streetsboro, OH | | 3,543 | | 811 |
| | 3,849 |
| | — |
| | 4,660 |
| | 538 |
| | 9/30/2014 | | 2003 |
| Tire Centers | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Decatur, AL | | 1,311 | | 208 |
| | 1,329 |
| | — |
| | 1,537 |
| | 196 |
| | 10/3/2014 | | 1998 |
| Title Resource Group | |
| |
|
| |
|
| |
|
| | — |
| |
|
| |
| |
|
| Mt. Laurel, NJ | | 9,240 | | 2,188 |
| | 12,380 |
| | — |
| | 14,568 |
| | 2,033 |
| | 11/24/2015 | | 2004 |
| TJ Maxx | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Danville, IL | | (h) | | 271 |
| | 2,528 |
| | — |
| | 2,799 |
| | 499 |
| | 9/23/2013 | | 2013 |
| Triangle Town Place | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Raleigh, NC | | 16,400 | | 4,694 |
| | 23,044 |
| | — |
| | 27,738 |
| | 1,879 |
| | 12/15/2016 | | 2004 |
| Vacant | | | | | | | | | | | | | | | | |
| Larned, KS | | (h) | | 49 |
| | 1,727 |
| | (918 | ) | | 858 |
| | — |
| | 6/30/2014 | | 2008 |
| Nephi, UT | | (h) | | 180 |
| | 2,872 |
| | (1,171 | ) | | 1,881 |
| | — |
| | 3/4/2016 | | 2015 |
| Phoenix, AZ | | (h) | | 550 |
| | 956 |
| | — |
| | 1,506 |
| | 151 |
| | 2/26/2014 | | 2014 |
| Valeo North American HQ | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Troy, MI | | (h) | | 1,564 |
| | 11,662 |
| | — |
| | 13,226 |
| | 839 |
| | 2/9/2018 | | 2000 |
| Valeo Production Facility | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| East Liberty, OH | | (h) | | 268 |
| | 5,564 |
| | — |
| | 5,832 |
| | 399 |
| | 6/2/2017 | | 2016 |
| Valvoline HQ | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Lexington, KY | | (h) | | 5,204 |
| | 31,112 |
| | — |
| | 36,316 |
| | 1,882 |
| | 3/1/2018 | | 2017 |
| Walgreens | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Coweta, OK | | 2,600 | | 725 |
| | 3,246 |
| | — |
| | 3,971 |
| | 452 |
| | 6/30/2014 | | 2009 |
| Reidsville, NC | | 3,603 | | 610 |
| | 3,801 |
| | — |
| | 4,411 |
| | 789 |
| | 12/8/2011 | | 2008 |
| St. Louis, MO | | 2,534 | | 307 |
| | 3,205 |
| | — |
| | 3,512 |
| | 433 |
| | 8/8/2014 | | 2007 |
| Walmart | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Randallstown, MD | | 14,250 | | 7,748 |
| | 22,021 |
| | — |
| | 29,769 |
| | 1,795 |
| | 5/17/2017 | | 2012 |
| Weasler Engineering | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| West Bend, WI | | (h) | | 600 |
| | 12,732 |
| | — |
| | 13,332 |
| | 505 |
| | 6/22/2018 | | 1957 |
| West Marine | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
| Mystic, CT | | (h) | | 1,168 |
| | 3,132 |
| | — |
| | 4,300 |
| | 378 |
| | 9/11/2015 | | 2014 |
| | | $138,459 | | $ | 145,668 |
| | $ | 655,866 |
| | $ | 47 |
| | $ | 801,581 |
| | $ | 54,794 |
| | | | |
| |
(a) | As of December 31, 2019, the Company owned 100 retail, six anchored shopping centers, 11 industrial and distribution and 11 office properties.
|
CIM INCOME NAV, INC.
SCHEDULE III –REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION – (Continued)
(in thousands)
| |
(b) | Consists of capital expenditures and real estate development costs, and impairment charges. |
| |
(c) | Gross intangible lease assets of $112.7 million and the associated accumulated amortization of $26.1 million are not reflected in the table above.
|
| |
(d) | The aggregate cost for federal income tax purposes was approximately $807.0 million. |
| |
(e) | The following is a reconciliation of total real estate carrying value for the years ended December 31: |
|
| | | | | | | | | | | | | |
| | | | 2019 | | 2018 | | 2017 |
| Balance, beginning of period | $ | 798,969 |
| | $ | 618,085 |
| | $ | 406,447 |
|
| | Additions | | | | | |
| | | Acquisitions | 72,371 |
| | 221,951 |
| | 219,584 |
|
| | | Improvements | 2,751 |
| | 472 |
| | 598 |
|
| | Total additions | $ | 75,122 |
| | $ | 222,423 |
| | $ | 220,182 |
|
| | Deductions | | | | | |
| | | Dispositions | (68,722 | ) | | (39,272 | ) | | — |
|
| | | Impairments | (3,788 | ) | | (2,267 | ) | | (227 | ) |
| | | Reclassified to assets held for sale | — |
| | — |
| | (8,317 | ) |
| | Total deductions | $ | (72,510 | ) | | $ | (41,539 | ) | | $ | (8,544 | ) |
| Balance, end of period | $ | 801,581 |
| | $ | 798,969 |
| | $ | 618,085 |
|
(f)The following is a reconciliation of accumulated depreciation for the years ended December 31: |
| | | | | | | | | | | | | |
| | | | 2019 | | 2018 | | 2017 |
| Balance, beginning of period | $ | 41,645 |
| | $ | 26,073 |
| | $ | 14,768 |
|
| | Additions | | | | | |
| | | Acquisitions - depreciation expense | 18,468 |
| | 17,099 |
| | 11,537 |
|
| | | Improvements - depreciation expense | 1,769 |
| | 1,327 |
| | 544 |
|
| | Total additions | $ | 20,237 |
| | $ | 18,426 |
| | $ | 12,081 |
|
| | Deductions | | | | | �� |
| | | Impairments | (1,230 | ) | | — |
| | (10 | ) |
| | | Dispositions | (5,858 | ) | | (2,854 | ) | | — |
|
| | | Reclassified to assets held for sale | — |
| | — |
| | (766 | ) |
| | Total deductions | $ | (7,088 | ) | | $ | (2,854 | ) | | $ | (776 | ) |
| Balance, end of period | $ | 54,794 |
| | $ | 41,645 |
| | $ | 26,073 |
|
| |
(g) | The Company’s assets are depreciated or amortized using the straight-line method over the useful lives of the assets by class. Generally, buildings are depreciated over 40 years, site improvements are amortized over 15 years, and tenant improvements are amortized over the remaining life of the lease or the useful life, whichever is shorter. |
| |
(h) | Part of the Credit Facility’s Borrowing Base. As of December 31, 2019, the Company had $212.5 million outstanding under the Credit Facility.
|