UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2019
| OR | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to __________
Commission file number: 001-38597
American Finance Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 90-0929989 | |||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||
| 405 Park Ave. | , | 3rd Floor | , | New York | , | New York | 10022 | |||
| (Address of principal executive offices) | (Zip Code) | |||||||||
(212) 415-6500
Registrant’s telephone number, including area code
| Securities registered pursuant to section 12(b) of the Act: | ||||
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Class A Common Stock, $0.01 par value | AFIN | The Nasdaq Global Select Market | ||
| 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | AFINP | The Nasdaq Global Select Market | ||
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 ☒ No ☐
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 ☒ No ☐
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |
| Emerging growth company | ☐ | |||
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 ☐ No ☒
As of August 2, 2019, the registrant had 106,245,645 shares of common stock outstanding.
AMERICAN FINANCE TRUST, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| June 30, 2019 | December 31, 2018 | ||||||
| ASSETS | (Unaudited) | ||||||
| Real estate investments, at cost: | |||||||
| Land | $ | 649,402 | $ | 629,190 | |||
| Buildings, fixtures and improvements | 2,513,374 | 2,441,659 | |||||
| Acquired intangible lease assets | 419,367 | 413,948 | |||||
| Total real estate investments, at cost | 3,582,143 | 3,484,797 | |||||
| Less: accumulated depreciation and amortization | (476,112 | ) | (454,614 | ) | |||
| Total real estate investments, net | 3,106,031 | 3,030,183 | |||||
| Cash and cash equivalents | 91,165 | 91,451 | |||||
| Restricted cash | 18,352 | 18,180 | |||||
| Deposits for real estate acquisitions | 81 | 3,037 | |||||
| Goodwill | — | 1,605 | |||||
| Deferred costs, net | 16,937 | 16,222 | |||||
| Straight-line rent receivable | 41,512 | 37,911 | |||||
| Operating lease right-of-use assets | 19,053 | — | |||||
| Prepaid expenses and other assets | 15,977 | 19,439 | |||||
| Assets held for sale | 4,819 | 44,519 | |||||
| Total assets | $ | 3,313,927 | $ | 3,262,547 | |||
| LIABILITIES AND EQUITY | |||||||
| Mortgage notes payable, net | $ | 1,313,480 | $ | 1,196,113 | |||
| Credit facility | 257,700 | 324,700 | |||||
| Below market lease liabilities, net | 85,427 | 89,938 | |||||
| Accounts payable and accrued expenses (including $1,251 and $2,634 due to related parties as of June 30, 2019 and December 31, 2018, respectively) | 27,709 | 28,383 | |||||
| Operating lease liabilities | 19,280 | — | |||||
| Derivative liabilities, at fair value | — | 531 | |||||
| Deferred rent and other liabilities | 7,764 | 13,067 | |||||
| Dividends payable | 717 | 80 | |||||
| Total liabilities | 1,712,077 | 1,652,812 | |||||
| 7.50% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 3,380,000 shares authorized, 1,652,600 issued and outstanding as of June 30, 2019 and no shares issued and outstanding as of December 31, 2018 | 17 | — | |||||
| Common stock, $0.01 par value per share, 300,000,000 shares authorized, 106,245,619 and 106,230,901 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 1,063 | 1,063 | |||||
| Additional paid-in capital | 2,453,814 | 2,412,915 | |||||
| Accumulated other comprehensive loss | — | (531 | ) | ||||
| Distributions in excess of accumulated earnings | (866,226 | ) | (812,047 | ) | |||
| Total stockholders’ equity | 1,588,668 | 1,601,400 | |||||
| Non-controlling interests | 13,182 | 8,335 | |||||
| Total equity | 1,601,850 | 1,609,735 | |||||
| Total liabilities and equity | $ | 3,313,927 | $ | 3,262,547 | |||
The accompanying notes are an integral part of these consolidated financial statements.
3
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(In thousands, except per share data)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
| 2019 | 2018 | 2019 | 2018 | ||||||||||||
| Revenue from tenants | $ | 79,109 | $ | 71,108 | $ | 150,650 | $ | 141,227 | |||||||
| Operating expenses: | |||||||||||||||
| Asset management fees to related party | 6,335 | 5,837 | 12,373 | 11,446 | |||||||||||
| Property operating | 13,137 | 13,157 | 25,973 | 26,512 | |||||||||||
| Impairment charges | 4 | 8,563 | 827 | 8,885 | |||||||||||
| Acquisition, transaction and other costs | 1,892 | 2,376 | 2,746 | 4,392 | |||||||||||
| Equity-based compensation | 3,268 | 65 | 6,289 | 91 | |||||||||||
| General and administrative | 6,441 | 5,358 | 12,502 | 10,771 | |||||||||||
| Depreciation and amortization | 30,924 | 35,438 | 63,010 | 71,937 | |||||||||||
| Goodwill impairment | 1,605 | — | 1,605 | — | |||||||||||
| Total operating expenses | 63,606 | 70,794 | 125,325 | 134,034 | |||||||||||
| Operating income before gain on sale of real estate investments | 15,503 | 314 | 25,325 | 7,193 | |||||||||||
| Gain on sale of real estate investments | 14,365 | 3,625 | 17,238 | 28,262 | |||||||||||
| Operating income | 29,868 | 3,939 | 42,563 | 35,455 | |||||||||||
| Other (expense) income: | |||||||||||||||
| Interest expense | (21,995 | ) | (16,042 | ) | (40,435 | ) | (32,149 | ) | |||||||
| Other (expense) income | 667 | 38 | 3,212 | 60 | |||||||||||
| Total other expense, net | (21,328 | ) | (16,004 | ) | (37,223 | ) | (32,089 | ) | |||||||
| Net income (loss) | 8,540 | (12,065 | ) | 5,340 | 3,366 | ||||||||||
| Net (income) loss attributable to non-controlling interests | (14 | ) | 24 | (11 | ) | (6 | ) | ||||||||
| Preferred stock dividends | (642 | ) | — | (672 | ) | — | |||||||||
| Net income (loss) attributable to common stockholders | 7,884 | (12,041 | ) | 4,657 | 3,360 | ||||||||||
| Other comprehensive loss: | |||||||||||||||
| Change in unrealized loss on derivatives | 1,004 | 218 | 531 | (142 | ) | ||||||||||
| Comprehensive (loss) income attributable to common stockholders | $ | 8,888 | $ | (11,823 | ) | $ | 5,188 | $ | 3,218 | ||||||
| Weighted-average shares outstanding — Basic | 106,075,741 | 105,028,459 | 106,076,162 | 105,111,959 | |||||||||||
| Net (loss) income per share attributable to common stockholders — Basic | $ | 0.07 | $ | (0.11 | ) | $ | 0.04 | $ | 0.03 | ||||||
| Weighted-average shares outstanding — Diluted | 106,394,277 | 105,028,459 | 106,389,912 | 105,330,054 | |||||||||||
| Net (loss) income per share attributable to common stockholders — Diluted | $ | 0.07 | $ | (0.11 | ) | $ | 0.04 | $ | 0.03 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share data)
(Unaudited)
| Six Months Ended June 30, 2019 | |||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | ||||||||||||||||||||||||||||||||||||
Number of Shares | Par Value | Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Other Comprehensive income (loss) | Distributions in excess of accumulated earnings | Total Stockholders’ Equity | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2018 | — | $ | — | 106,230,901 | $ | 1,063 | $ | 2,412,915 | $ | (531 | ) | $ | (812,047 | ) | $ | 1,601,400 | $ | 8,335 | $ | 1,609,735 | |||||||||||||||||
| — | — | — | — | — | — | (170 | ) | (170 | ) | — | (170 | ) | |||||||||||||||||||||||||
| Issuance of Preferred Stock, net | 1,652,600 | 17 | — | — | 39,757 | — | — | 39,774 | — | 39,774 | |||||||||||||||||||||||||||
| Common stock repurchases | — | — | (19,870 | ) | (1 | ) | (273 | ) | — | — | (274 | ) | — | (274 | ) | ||||||||||||||||||||||
| Equity-based compensation | — | — | 34,588 | 1 | 572 | — | — | 573 | 5,717 | 6,290 | |||||||||||||||||||||||||||
| Dividends declared on Common Stock, $0.28 per share | — | — | — | — | — | — | (58,420 | ) | (58,420 | ) | — | (58,420 | ) | ||||||||||||||||||||||||
| Dividends declared on Preferred Stock, $0.38 per share | — | — | — | — | — | — | (672 | ) | (672 | ) | — | (672 | ) | ||||||||||||||||||||||||
| Dividends to non-controlling interest holders | — | — | — | — | — | — | (246 | ) | (246 | ) | (38 | ) | (284 | ) | |||||||||||||||||||||||
| Net income | — | — | — | — | — | — | 5,329 | 5,329 | 11 | 5,340 | |||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | 531 | — | 531 | — | 531 | |||||||||||||||||||||||||||
| Rebalancing of ownership percentage | — | — | — | — | 843 | — | — | 843 | (843 | ) | — | ||||||||||||||||||||||||||
| Balance, June 30, 2019 | 1,652,600 | $ | 17 | 106,245,619 | $ | 1,063 | $ | 2,453,814 | $ | — | $ | (866,226 | ) | $ | 1,588,668 | $ | 13,182 | $ | 1,601,850 | ||||||||||||||||||
| Three Months Ended June 30, 2019 | |||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | ||||||||||||||||||||||||||||||||||||
Number of Shares | Par Value | Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Other Comprehensive income (loss) | Distributions in excess of accumulated earnings | Total Stockholders’ Equity | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||
| Balance, March 31, 2019 | 1,200,000 | $ | 12 | 106,211,031 | $ | 1,062 | $ | 2,441,495 | $ | (1,004 | ) | $ | (844,773 | ) | $ | 1,596,792 | $ | 11,037 | $ | 1,607,829 | |||||||||||||||||
| Issuance of Preferred Stock, net | 452,600 | 5 | — | — | 11,173 | — | — | 11,178 | — | 11,178 | |||||||||||||||||||||||||||
| Equity-based compensation | — | — | 34,588 | 1 | 303 | — | — | 304 | 2,965 | 3,269 | |||||||||||||||||||||||||||
| Dividends declared on Common Stock, $0.28 per share | — | — | — | — | — | — | (29,213 | ) | (29,213 | ) | — | (29,213 | ) | ||||||||||||||||||||||||
| Dividends declared on Preferred Stock, $0.38 per share | — | — | — | — | — | — | (642 | ) | (642 | ) | — | (642 | ) | ||||||||||||||||||||||||
| Dividends to non-controlling interest holders | — | — | — | — | — | — | (124 | ) | (124 | ) | 9 | (115 | ) | ||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | 8,526 | 8,526 | 14 | 8,540 | |||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | 1,004 | — | 1,004 | — | 1,004 | |||||||||||||||||||||||||||
| Rebalancing of ownership percentage | — | — | — | — | 843 | — | — | 843 | (843 | ) | — | ||||||||||||||||||||||||||
| Balance, June 30, 2019 | 1,652,600 | $ | 17 | 106,245,619 | $ | 1,063 | $ | 2,453,814 | $ | — | $ | (866,226 | ) | $ | 1,588,668 | $ | 13,182 | $ | 1,601,850 | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share data)
(Unaudited)
| Six Months Ended June 30, 2018 | ||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||
Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Other Comprehensive income (loss) | Distributions in excess of accumulated earnings | Total Stockholders' Equity | Non-controlling Interests | Total Equity | |||||||||||||||||||||||
| Balance, December 31, 2017 | 105,172,185 | $ | 1,052 | $ | 2,393,237 | $ | 95 | $ | (657,874 | ) | $ | 1,736,510 | $ | 4,546 | $ | 1,741,056 | ||||||||||||||
| Common stock issued through distribution reinvestment plan | 990,393 | 10 | 23,238 | — | — | 23,248 | — | 23,248 | ||||||||||||||||||||||
| Common stock repurchases | (1,103,785 | ) | (11 | ) | (19,791 | ) | — | — | (19,802 | ) | — | (19,802 | ) | |||||||||||||||||
| Equity-based compensation, net of forfeitures | — | — | 91 | — | — | 91 | — | 91 | ||||||||||||||||||||||
| Distributions declared on Common Stock, $0.32 per share | — | — | — | — | (67,733 | ) | (67,733 | ) | — | (67,733 | ) | |||||||||||||||||||
| Distributions to non-controlling interest holders | — | — | — | — | — | — | (131 | ) | (131 | ) | ||||||||||||||||||||
| Net income | — | — | — | — | 3,360 | 3,360 | 6 | 3,366 | ||||||||||||||||||||||
| Other comprehensive loss | — | — | — | (142 | ) | — | (142 | ) | — | (142 | ) | |||||||||||||||||||
| Balance, June 30, 2018 | 105,058,793 | $ | 1,051 | $ | 2,396,775 | $ | (47 | ) | $ | (722,247 | ) | $ | 1,675,532 | $ | 4,421 | $ | 1,679,953 | |||||||||||||
| Three Months Ended June 30, 2018 | ||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||
Number of Shares | Par Value | Additional Paid-in Capital | Accumulated Other Comprehensive income (loss) | Distributions in excess of accumulated earnings | Total Stockholders' Equity | Non-controlling Interests | Total Equity | |||||||||||||||||||||||
| Balance, March 31, 2018 | 104,779,268 | $ | 1,048 | $ | 2,388,448 | $ | (265 | ) | $ | (676,157 | ) | $ | 1,713,074 | $ | 4,511 | $ | 1,717,585 | |||||||||||||
| Common stock issued through distribution reinvestment plan | 486,655 | 5 | 11,470 | — | — | 11,475 | — | 11,475 | ||||||||||||||||||||||
| Common stock repurchases | (207,130 | ) | (2 | ) | (3,208 | ) | — | — | (3,210 | ) | — | (3,210 | ) | |||||||||||||||||
| Equity-based compensation, net of forfeitures | — | — | 65 | — | — | 65 | — | 65 | ||||||||||||||||||||||
| Distributions declared on Common Stock, $0.32 per share | — | — | — | — | (34,049 | ) | (34,049 | ) | — | (34,049 | ) | |||||||||||||||||||
| Distributions to non-controlling interest holders | — | — | — | — | — | — | (66 | ) | (66 | ) | ||||||||||||||||||||
| Net income | — | — | — | — | (12,041 | ) | (12,041 | ) | (24 | ) | (12,065 | ) | ||||||||||||||||||
| Other comprehensive loss | — | — | — | 218 | — | 218 | — | 218 | ||||||||||||||||||||||
| Balance, June 30, 2018 | 105,058,793 | $ | 1,051 | $ | 2,396,775 | $ | (47 | ) | $ | (722,247 | ) | $ | 1,675,532 | $ | 4,421 | $ | 1,679,953 | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended June 30, | |||||||
| 2019 | 2018 | ||||||
| Cash flows from operating activities: | |||||||
| Net income | $ | 5,340 | $ | 3,366 | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
| Depreciation | 38,637 | 43,949 | |||||
| Amortization of in-place lease assets | 23,660 | 27,585 | |||||
| Amortization of deferred leasing costs | 713 | 403 | |||||
| Amortization (including accelerated write-off) of deferred financing costs | 4,360 | 2,844 | |||||
| Accretion of mortgage premiums on borrowings | (1,633 | ) | (1,836 | ) | |||
| Amortization (accretion) of market lease intangibles, net | (3,572 | ) | (3,678 | ) | |||
| Equity-based compensation | 6,289 | 91 | |||||
| Vesting and conversion of Class B Units | — | — | |||||
| Mark-to-market adjustments | — | (72 | ) | ||||
| Gain on sale of real estate investments | (17,238 | ) | (28,262 | ) | |||
| Impairment charges and Goodwill impairment | 2,432 | 8,885 | |||||
| Prepayment costs on mortgages | 1,977 | 2,956 | |||||
| Changes in assets and liabilities: | |||||||
| Straight-line rent receivable | (3,793 | ) | (4,842 | ) | |||
| Straight-line rent payable | 1,031 | 50 | |||||
| Prepaid expenses and other assets | 272 | 1,324 | |||||
| Accounts payable and accrued expenses | (1,585 | ) | 3,301 | ||||
| Deferred rent and other liabilities | (5,303 | ) | 720 | ||||
| Net cash, cash equivalents and restricted cash provided by operating activities | 51,587 | 56,784 | |||||
| Cash flows from investing activities: | |||||||
| Capital expenditures | (5,816 | ) | (2,886 | ) | |||
| Investments in real estate and other assets | (184,427 | ) | (71,864 | ) | |||
| Proceeds from sale of real estate investments | 22,572 | 21,664 | |||||
| Deposits for real estate dispositions | 20,863 | 4,266 | |||||
| Deposits for real estate acquisitions | (17,907 | ) | (4,726 | ) | |||
| Net cash, cash equivalents and restricted cash used in investing activities | (164,715 | ) | (53,546 | ) | |||
| Cash flows from financing activities: | |||||||
| Proceeds from mortgage notes payable | 241,930 | 29,887 | |||||
| Payments on mortgage notes payable | (31,265 | ) | (45,994 | ) | |||
| Proceeds from credit facility | 108,000 | 132,300 | |||||
| Payments on credit facility | (175,000 | ) | (95,000 | ) | |||
| Payments of financing costs | (9,836 | ) | (5,516 | ) | |||
| Payments of prepayment costs on mortgages | (1,977 | ) | (2,956 | ) | |||
| Common stock repurchases | (274 | ) | (19,802 | ) | |||
| Distributions on LTIP Units and Class A Units | (340 | ) | |||||
| Dividends paid on common stock | (58,455 | ) | (44,867 | ) | |||
| Proceeds from issuance of preferred stock, net | 40,231 | — | |||||
| Net cash, cash equivalents and restricted cash provided by (used in) financing activities | 113,014 | (51,948 | ) | ||||
| Net change in cash, cash equivalents and restricted cash | (114 | ) | (48,710 | ) | |||
| Cash, cash equivalents and restricted cash beginning of period | 109,631 | 127,254 | |||||
| Cash, cash equivalents and restricted cash end of period | $ | 109,517 | $ | 78,544 | |||
7
AMERICAN FINANCE TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
The accompanying notes are an integral part of these consolidated financial statements.
| Six Months Ended June 30, | |||||||
| 2019 | 2018 | ||||||
| Cash and cash equivalents, end of period | $ | 91,165 | $ | 58,882 | |||
| Restricted cash, end of period | 18,352 | 19,662 | |||||
| Cash, cash equivalents and restricted cash end of period | $ | 109,517 | $ | 78,544 | |||
| Supplemental Disclosures: | |||||||
| Cash paid for interest | $ | 36,201 | $ | 30,440 | |||
| Cash paid for income taxes | 146 | 140 | |||||
| Non-Cash Investing and Financing Activities: | |||||||
| Accrued Preferred Stock offering costs | $ | 360 | $ | — | |||
| Preferred dividend declared | $ | 672 | $ | — | |||
| Proceeds from real estate sales used to pay off the related mortgage notes payable | $ | 85,488 | $ | 62,397 | |||
| Mortgage notes payable released in connection with disposition of real estate | $ | (85,488 | ) | $ | (62,397 | ) | |
| Common stock issued through distribution reinvestment plan | $ | — | $ | 23,248 | |||
| Accrued capital expenditures | $ | 2,962 | $ | 3,452 | |||
The accompanying notes are an integral part of these consolidated financial statements.
8
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
Note 1 — Organization
American Finance Trust, Inc. (the “Company”) is a diversified REIT focused on acquiring and managing a diversified portfolio of primarily service-oriented and traditional retail and distribution related commercial real estate properties in the U.S. The Company owns a diversified portfolio of commercial properties comprised primarily of freestanding single-tenant properties that are net leased to investment grade and other creditworthy tenants and a portfolio of multi-tenant retail properties consisting primarily of power centers and lifestyle centers. The Company intends to focus its future acquisitions primarily on net leased service retail properties, defined as single-tenant retail properties leased to tenants in the retail banking, restaurant, grocery, pharmacy, gas, convenience, fitness, and auto services sectors. As of June 30, 2019, the Company owned 704 properties, comprised of 17.7 million rentable square feet, which were 93.4% leased, including 671 single tenant, net leased commercial properties (633 of which are retail properties) and 33 multi-tenant retail properties.
The Company, incorporated on January 22, 2013, is a Maryland corporation that elected to be taxed as a real estate investment trust for U.S. federal income tax purposes (“REIT”) beginning with the taxable year ended December 31, 2013. Substantially all of the Company’s business is conducted through American Finance Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and its wholly-owned subsidiaries.
On July 19, 2018 (the “Listing Date”), the Company listed shares of its common stock, which had been renamed “Class A common stock” in connection with a series of corporate actions effected earlier in July 2018, on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “AFIN” (the “Listing”).
To effect the Listing, and to address the potential for selling pressure that may have existed at the outset of listing, the Company listed only shares of Class A common stock, which represented approximately 50% of its outstanding shares of common stock, on Nasdaq on the Listing Date. The Company’s two other classes of outstanding stock at the time of the Listing were Class B-1 common stock, which comprised approximately 25% of the Company’s outstanding shares of common stock at that time, and Class B-2 common stock, which comprised approximately 25% of the Company’s outstanding shares of common stock at that time. In accordance with their terms, all shares of Class B-1 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on October 10, 2018 and all shares of Class B-2 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on January 9, 2019. As of June 30, 2019, the Company had 106.2 million shares of Class A common stock outstanding, representing all shares of common stock outstanding. For additional information see Note 8 — Stockholders’ Equity.
In March 2019, the Company listed shares of its new class of 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”), on Nasdaq under the symbol “AFINP” in connection with the initial public offering of Series A Preferred Stock.
The Company has no employees. The Company has retained American Finance Advisors, LLC (the “Advisor”) to manage the Company’s affairs on a day-to-day basis. American Finance Properties, LLC (the “Property Manager”) serves as the Company’s property manager. The Advisor and the Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”), and these related parties of the Company receive compensation, fees and expense reimbursements for services related to managing the Company’s business. Lincoln Retail REIT Services, LLC (“Lincoln”) and its affiliates provide services to the Advisor in connection with the Company’s multi-tenant retail properties that are not net leased. The Advisor has informed the Company that the Advisor has agreed to pass through to Lincoln a portion of the fees and other expense reimbursements otherwise payable to the Advisor or its affiliates by the Company for services rendered by Lincoln. The Company is not a party to any contract with, and has no obligation to, Lincoln.
Note 2 — Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation.The results of operations for the six months ended June 30, 2019 are not necessarily indicative of the results for the entire year or any subsequent interim periods.
9
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2018, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2019. Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the six months ended June 30, 2019.
Principles of Consolidation and Basis of Presentation
The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. Except for the OP, as of June 30, 2019 and December 31, 2018, the Company had no interests in entities which were not wholly owned.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation:
| • | The Company currently presents Straight-line rent receivable on its own line item in the consolidated statement of cash flows, which was previously included within prepaid expenses and other assets. |
| • | The Company separated amortization of deferred leasing costs presented in the consolidated statement of cash flows onto its own line item with prior presentation of these costs included in amortization (including accelerated write-off) of deferred financing costs. |
| • | Gain on sale of real estate investments is now included as part of operating income. |
| • | The Company has aggregated revenue from its lease components and non-lease components (tenant operating expense reimbursements) into one line (see additional information in the “Recently Issued Accounting Pronouncements” section below. |
| • | The Company currently presents equity-based compensation related to grants of restricted shares of common stock (“restricted shares”) in equity-based compensation in the consolidated statement of operations and comprehensive income (loss), which was previously classified in general and administrative. Also, the Company currently presents litigation costs related to the merger (the “Merger”) of the Company and American Realty Capital – Retail Centers of America, Inc. (“RCA”) in acquisition, transaction and other costs in the consolidated statement of operations and comprehensive income (loss), which were previously classified in general and administrative. |
Out-of-Period Adjustments
During the three months ended March 31, 2019, the Company identified certain historical errors in its accounting for its land leases (as lessee) which impacted the previously issued quarterly and annual financial statements. Specifically, the Company did not consider whether a penalty would be considered to exist for impairment of leasehold improvements when considering whether to include certain extension options in the lease term for accounting purposes. The land leases related to property acquired between 2013 and 2017. As of December 31, 2018, the cumulative impact of using the appropriate lease term in its straight line rent expense calculations for the operating leases was an understatement of rent expense and accrued rent liability of $0.9 million. The Company concluded that the errors noted above were not material to the current period or any historical periods presented and, accordingly, the Company adjusted the amounts on a cumulative basis in the first quarter of 2019.
Purchase Accounting
The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or an asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized as part of the overall purchase price.
In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets or liabilities may include the value of in-place leases,
10
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
above- and below- market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the three and six month periods ended June 30, 2019 and 2018 were asset acquisitions.
Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on the Company’s analysis of comparable properties in the Company’s portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases as applicable.
Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
Impairment of Long-Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statement of operations and comprehensive income (loss) to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.
Goodwill
The Company had no goodwill recorded as of June 30, 2019 and $1.6 million as of December 31, 2018. The Company is required to assess whether its goodwill is impaired, which requires the Company to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company evaluates goodwill for impairment at least annually or when other market events or circumstances occur that might indicate that goodwill is impaired. The Company performed its annual assessment in December 2018 and determined that there was no impairment of goodwill. Given fluctuations in the market
11
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
price of the Class A common stock, the Company performed a reassessment during the three months ended June 30, 2019. Based on the assessment of relevant metrics which included estimated carrying and fair market value of the Company’s real estate and market-based factors. Based on these assessments, the Company determined that the goodwill is impaired and recorded an impairment charge of $1.6 million for the three months ended June 30, 2019.
Revenue Recognition
The Company’s revenues, which are derived primarily from lease contracts, which include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of June 30, 2019, these leases had an average remaining lease term of 9 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenues, unbilled rents receivable that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For comparative purposes, the Company has also elected to reflect prior revenue and reimbursements reported under ASC 842 also on a single line. For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis.
The following tables present future base rent payments on a cash basis due to the Company over the periods indicated. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items.
As of June 30, 2019:
| (In thousands) | Future Base Rent Payments | |||
| 2019 (remainder) | $ | 118,145 | ||
| 2020 | 232,495 | |||
| 2021 | 222,380 | |||
| 2022 | 211,339 | |||
| 2023 | 198,882 | |||
| Thereafter | 1,307,107 | |||
| $ | 2,290,348 | |||
As of December 31, 2018:
| (In thousands) | Future Base Rent Payments | |||
| 2019 | $ | 232,222 | ||
| 2020 | 223,025 | |||
| 2021 | 211,918 | |||
| 2022 | 200,974 | |||
| 2023 | 185,455 | |||
| Thereafter | 1,084,424 | |||
| $ | 2,138,018 | |||
12
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. For the six months ended June 30, 2019 and 2018, approximately $0.5 million and $0.4 million, respectively, in contingent rental income is included in rental income on the accompanying consolidated statements of operations and comprehensive income (loss).
The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the new leasing standard (see the “Recently Issued Accounting Pronouncements” section below), the Company is required to assess, based on credit risk only, if it’s probable that it will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are no longer permitted. If the Company determines that it’s probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it’s not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants beginning on January 1, 2019, in accordance with new accounting rules, on the accompanying consolidated statements of operations and comprehensive income (loss) in the period the related costs are incurred, as applicable.
Under ASC 842, uncollectable amounts are reflected as reductions in revenue. Under ASC 840, the Company recorded such amounts as bad debt expense as part of property operating expenses. During the three and six months ended June 30, 2019, such amounts were $1.1 million and $2.1 million, respectively and for the three and six months ended June 30, 2018, such amounts were $0.7 million and $1.1 million, respectively.
On April 1, 2019, the Company entered into a termination agreement with a tenant at one of its multi-tenant properties which required the tenant to pay the Company a termination fee of $8.0 million. The Company has entered into multiple leases to replace the tenant. As a result the Company recorded termination income, net, of $7.6 million which is included in Revenue from tenants during the three and six months ended June 30, 2019.
Equity-Based Compensation
The Company has a stock-based award plan for its directors, which is accounted for under the guidance for employee share based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such award is included in equity-based compensation are recognized in accordance with the service period (i.e., vesting) required or when the requirements for exercise of the award have been met.
Effective at the Listing, the Company entered into a multi-year outperformance agreement with the Advisor (the “2018 OPP”) under which a new class of units of the limited partnership designated as “LTIP Units” (“LTIP Units”) were issued to the Advisor. These awards are market-based awards with a related required service period. The Company early adopted ASU 2018-07 at issuance. Accordingly, they were valued at their measurement date and that value will be reflected as a charge to earnings evenly over the service period. Further, in the event of a modification, any incremental increase in the value of the instrument measured on the date of the modification both before and after the modification, will result in an incremental amount to be reflected prospectively as a charge to earnings over the remaining service period. The expense for these non-employee awards is included in the equity-based compensation line item of the consolidated statements of operations.
For additional information on the original terms, a March 2019 modification of the 2018 OPP and accounting for these awards, see Note 12 — Equity-Based Compensation.
Recently Issued Accounting Pronouncements
Adopted as of January 1, 2019:
ASU No. 2016-02 — Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) which provides new guidance related to the accounting for leases, as well as the related disclosures. For lessors of real estate, leases are accounted for using an approach substantially the same as previous accounting guidance for operating leases and direct financing leases. For lessees, the new standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases
13
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction.
Upon adoption, lessors were allowed a practical expedient, which the Company has elected, by class of underlying assets to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because: (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under this new guidance, which is consistent with the Company’s existing policies. Also, upon adoption, companies were allowed a practical expedient package, which the Company has elected, that allowed the Company: (a) to not reassess whether any expired or existing contracts entered into prior to January 1, 2019 are or contain leases; (b) to not reassess the lease classification for any expired or existing leases entered into prior to January 1, 2019 (including assessing sale-leaseback transactions); and (c) to not reassess initial direct costs for any expired or existing leases entered into prior to January 1, 2019. As a result, all of the Company’s existing leases will continue to be classified as operating leases under the new standard. Further, any existing leases for which the property is the leased to a tenant in a transaction that at inception was a sale-leaseback transaction will continue to be treated (absent a modification) as operating leases. The Company did not have any leases that would be considered financing leases as of January 1, 2019.
The Company assessed the impact of adoption from both a lessor and lessee perspective, which is discussed in more detail below, and adopted the new guidance prospectively on January 1, 2019, using a prospective transition approach under which the Company elected to apply the guidance effective January 1, 2019 and not adjust prior comparative reporting periods (except for the Company’s presentation of lease revenue discussed below).
Lessor Accounting
As discussed above, the Company was not required to re-assess the classification of its leases, which are considered operating leases under ASU 2016-02. The following is a summary of the most significant impacts to the Company of the new accounting guidance, as lessor:
| • | Since the Company elected the practical expedient noted above to not separate non-lease component revenue from the associated lease component, the Company has aggregated revenue from its lease components and non-lease components (tenant operating expense reimbursements) into one line. The prior period has been conformed to this new presentation. |
| • | Changes in the Company’s assessment of receivables that result in bad debt expense is now required to be recorded as an adjustment to revenue, rather than a charge to bad debt expense. This new classification applies for the first quarter of 2019 and reclassification of prior period amounts is not permitted. At transition on January 1, 2019, after assessing its reserve balances at December 31, 2018 under the new guidance, the Company wrote off accounts receivable of $0.1 million and straight-line rents receivable of $0.1 million as an adjustment to the opening balance of accumulated deficit, and accordingly rent for these tenants is currently recorded on a cash basis. |
| • | Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed. Under prior accounting guidance, the recognition would have been deferred. |
Lessee Accounting
The Company is a lessee under ground leases for eight properties as of January 1, 2019. The following is a summary of the most significant impacts to the Company of the new accounting guidance, as lessee:
| • | Upon adoption of the new standard, the Company recorded ROU assets and lease liabilities equal to $19.3 million for the present value of the lease payments related to its ground leases. These amounts are included in operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheet. |
| • | The Company also reclassified $0.3 million related to amounts previously reported as a straight-line rent liability, $1.1 million, net related to amounts previously reported as above and below market ground lease intangibles and $0.1 million of prepaid rent to the ROU assets. For additional information and disclosures related to these operating leases, see Note 9 — Commitments and Contingencies. |
14
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
Other Accounting Pronouncements
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception guidance that changes the method to determine the classification of certain financial instruments with a down round feature as liabilities or equity instruments and clarify existing disclosure requirements for equity-classified instruments. A down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument no longer would be accounted for as a derivative liability, rather, an entity that presents earnings per share is required to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features. The revised guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2018. The revised guidance became effective for the Company effective January 1, 2019 and it did not have an impact on the Company’s consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This new standard simplifies subsequent measurements of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, entities will perform their interim or annual goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge based on the amount that the carrying amount exceeds the reporting unit’s fair value. The loss recognized should not exceed the total goodwill allocated to the reporting unit. The amendments become effective for reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company early adopted the new guidance in 2019 and concluded that it had an immaterial impact.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018. The revised guidance became effective for the Company effective January 1, 2019 and it did not have an impact on the Company’s consolidated financial statements.
In February 2018, the FASB issued ASU 2018-02, Income Statement- Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The new guidance addresses the impact of Tax Cuts and Jobs Act signed into law on December 22, 2017, (“Tax Cuts and Jobs Act”) on items within AOCI which do not reflect the appropriate tax rate. ASU 2018-02 allows the Company to retrospectively reclassify the income tax effects on items in AOCI to retained earnings for all periods in which the effect of the change in the U.S. federal corporate income tax rate was recognized. In addition, all companies are required to disclose whether the company has elected to reclassify the income tax effects of the Tax Cuts and Jobs Act to retained earnings and disclose information about any other income tax effects that are reclassified from AOCI by the Company. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Companies are required to apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The revised guidance became effective for the Company effective January 1, 2019 and it did not have an impact on the Company's consolidated financial statements.
In July 2018, the FASB issued ASU 2018-07, Compensation- Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) as an amendment and update expanding the scope of Topic 718. The amendment specifies that Topic 718 now applies to all share-based payment transactions, even non-employee awards, in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. Under the new guidance, awards to nonemployees are measured on the grant date, rather than on the earlier of the performance commitment date or the date at which the nonemployee’s performance is complete. Also, the awards would be measured by estimating the fair value of the equity instruments to be issued, rather than the fair value of the goods or services received or the fair value of the equity instruments issued, whichever can be measured more reliably. In addition, entities may use the expected term to measure nonemployee awards or elect to use the contractual term as the expected term, on an award-by-award basis. The new guidance is effective for the Company in annual periods beginning after December 15, 2018, and interim periods within those annual periods, with early adoption permitted. The Company early adopted the new guidance in 2018 and applied the new rules to its non-employee award made to the Advisor pursuant to the 2018 OPP. As a result, total equity-based compensation expense calculated as of adoption of the new guidance will be fixed as of that date and will not be remeasured in subsequent periods (unless
15
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
modified). In addition, the expense will be recorded over the requisite service period. See Note 12 — Equity-Based Compensation for additional information on the awards to the Advisor pursuant to the 2018 OPP.
Pending Adoption as of June 30, 2019:
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. The new guidance is effective for reporting periods beginning after December 31, 2019, with early adoption permitted for reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the potential impact of this new guidance.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to the financial statements by removing, modifying, and adding certain fair value disclosure requirements to facilitate clear communication of the information required by generally accepted accounting principles. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 with early adoption permitted upon issuance of this ASU. The Company is currently evaluating the potential impact of this new guidance.
Note 3 — Real Estate Investments
Property Acquisitions
The following table presents the allocation of real estate assets acquired and liabilities assumed during the periods presented. All acquisitions in both periods were considered asset acquisitions for accounting purposes.
| Six Months Ended June 30, | ||||||||
| (Dollar amounts in thousands) | 2019 | 2018 | ||||||
| Real estate investments, at cost: | ||||||||
| Land | $ | 33,747 | $ | 30,549 | ||||
| Buildings, fixtures and improvements | 120,143 | 29,757 | ||||||
| Total tangible assets | 153,890 | 60,306 | ||||||
Acquired intangible assets and liabilities: (1) | ||||||||
| In-place leases | 30,959 | 11,638 | ||||||
| Above-market lease assets | 414 | 253 | ||||||
| Below-market lease liabilities | (836 | ) | (333 | ) | ||||
| Total intangible assets, net | 30,537 | 11,558 | ||||||
| Consideration paid for acquired real estate investments, net of liabilities assumed | $ | 184,427 | $ | 71,864 | ||||
| Number of properties purchased | 96 | 39 | ||||||
________
(1) | Weighted-average remaining amortization periods for in-place leases, above-market lease assets and below-market lease liabilities acquired during the six months ended June 30, 2019 were 20.2 years, 15.5 years and 25.9 years, respectively, as of each property’s respective acquisition date. |
16
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
The following table presents amortization expense and adjustments to revenue and property operating expenses for intangible assets and liabilities during the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (In thousands) | 2019 | 2018 | 2019 | 2018 | ||||||||||||
| In-place leases | $ | 11,060 | $ | 13,487 | $ | 23,660 | $ | 27,585 | ||||||||
| Total added to depreciation and amortization | $ | 11,060 | $ | 13,487 | $ | 23,660 | $ | 27,585 | ||||||||
| Above-market leases | $ | (812 | ) | $ | (1,043 | ) | $ | (1,680 | ) | $ | (2,092 | ) | ||||
| Below-market lease liabilities | 2,538 | 3,374 | 5,267 | 5,793 | ||||||||||||
| Total added to rental income | $ | 1,726 | $ | 2,331 | $ | 3,587 | $ | 3,701 | ||||||||
Below-market ground lease asset (1) | $ | 2 | $ | 8 | $ | 16 | $ | 16 | ||||||||
Above-market ground lease liability (1) | — | — | (1 | ) | (1 | ) | ||||||||||
| Total added to property operating expenses | $ | 2 | $ | 8 | $ | 15 | $ | 15 | ||||||||
(1) Upon adoption of ASU No. 2016-02 effective January 1, 2019, intangible balances related to ground leases were reclassified to be included as part of the Operating lease right-of-use assets presented on the consolidated balance sheet with no change to placement of the amortization expense of such balances. Refer to Note 2 — Summary of Significant Accounting Policies for additional details.
The following table provides the projected amortization expenses and adjustments to revenue and property operating expenses for intangible assets and liabilities for the next five years:
| (In thousands) | 2019 (remainder) | 2020 | 2021 | 2022 | 2023 | |||||||||||||||
| In-place leases | $ | 19,812 | $ | 35,013 | $ | 30,972 | $ | 26,983 | $ | 24,640 | ||||||||||
| Total to be added to depreciation and amortization | $ | 19,812 | $ | 35,013 | $ | 30,972 | $ | 26,983 | $ | 24,640 | ||||||||||
| Above-market leases | $ | 1,554 | $ | 2,442 | $ | 2,127 | $ | 1,752 | $ | 1,504 | ||||||||||
| Below-market lease liabilities | (3,684 | ) | (6,827 | ) | (6,260 | ) | (5,862 | ) | (5,698 | ) | ||||||||||
| Total to be added to rental income | $ | (2,130 | ) | $ | (4,385 | ) | $ | (4,133 | ) | $ | (4,110 | ) | $ | (4,194 | ) | |||||
Real Estate Held for Sale
When assets are identified by management as held for sale, the Company stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets. For additional information on impairment charges, see “Impairment Charges” section below.
As of June 30, 2019 and December 31, 2018, there were three and seven properties, respectively, classified as held for sale. During the three months ended June 30, 2019, the Company sold one of the properties that was held for sale as of December 31, 2018, and seven properties that reclassified to held for sale during the quarter ended March 31, 2019. The Company, also, classified two additional properties as held for sale. The disposal of these properties does not represent a strategic shift. Accordingly, the operating results of these properties remain classified within continuing operations for all periods presented.
17
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
The following table details the major classes of assets associated with the properties that have been reclassified as held for sale as of the dates indicated:
| (In thousands) | June 30, 2019 | December 31, 2018 | ||||||
| Real estate investments held for sale, at cost: | ||||||||
| Land | $ | 2,322 | $ | 6,113 | ||||
| Buildings, fixtures and improvements | 3,179 | 39,343 | ||||||
| Acquired intangible lease assets | — | 12,517 | ||||||
| Total real estate assets held for sale, at cost | 5,501 | 57,973 | ||||||
| Less accumulated depreciation and amortization | (682 | ) | (11,278 | ) | ||||
| Total real estate investments held for sale, net | 4,819 | 46,695 | ||||||
| Market lease liabilities, net | — | — | ||||||
Impairment charges related to properties reclassified as held for sale (1) | — | (2,176 | ) | |||||
| Assets held for sale | $ | 4,819 | $ | 44,519 | ||||
| Number of properties | 3 | 7 | ||||||
(1) Impairment charges are recorded in the period in which an asset is reclassified to held for sale.
Real Estate Sales
During the six months ended June 30, 2019, the Company sold 18 properties, including 15 properties leased to SunTrust Banks, Inc. (“SunTrust”), for an aggregate contract price of $108.8 million, exclusive of closing costs and related mortgage repayments. These sales resulted in aggregate gains of $17.2 million, which are reflected in gain on sale of real estate investments on the consolidated statement of operations and comprehensive income (loss) for the six months ended June 30, 2019.
During the six months ended June 30, 2018, the Company sold 19 properties, including 13 leased to SunTrust, for an aggregate contract price of $86.8 million, exclusive of closing costs and related mortgage repayments. These sales resulted in aggregate gains of $28.3 million, which are reflected in gain on sale of real estate investments on the consolidated statement of operations and comprehensive income (loss) for the six months ended June 30, 2018.
Real Estate Held for Use
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single tenant properties or significant vacancy in the Company’s multi-tenant properties and (ii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. As of June 30, 2019 and December 31, 2018, the Company owned one and seven held for use single-tenant net lease properties leased to SunTrust, which had lease terms that expired between December 31, 2017 and March 31, 2018. For all of its held for use properties, the Company had reconsidered the projected cash flows due to various performance indicators and where appropriate, the Company evaluated the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. See “Impairment Charges” below for discussion of specific charges taken.
For held for use assets, the Company primarily uses a market approach to estimate the future cash flows expected to be generated. This approach involves evaluating comparable sales of properties in the same geographic region as the held for use properties in order to generate an estimated sale price. The Company makes certain assumptions in this approach including, among others, that the properties in the comparable sales used in the analysis share similar characteristics to the held for use properties, and that market and economic conditions at the time of any potential sales of these properties, such as discount rates, demand for space, competition for tenants, changes in market rental rates, and costs to operate the property, would be similar to those in the comparable sales analyzed. Where more than one possible scenario exists, the Company uses a probability weighted approach. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future.
18
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
For some of the held for use properties, the Company has executed a non-binding letter of intent (“LOI”) or a definitive purchase and sale agreement (“PSA”) to sell the properties, however, these do not yet meet the criteria for held for sale treatment. In those instances, the Company uses the sale price from the applicable LOI or PSA to estimate the future cash flows expected to be generated in the sale scenario. The Company made certain assumptions in this approach as well, mainly that the sale of these properties would close at the terms specified in the LOI or PSA. There can be no guarantee that the sales of these properties will close under these terms or at all.
Impairment Charges
The Company recorded total impairment charges of $4 thousand and $0.8 million for the three and six months ended June 30, 2019, respectively. These amounts are comprised of impairment charges of $0.1 million, which were recorded upon reclassification of properties to assets held for sale to adjust the properties to their fair value less estimated cost of disposal, and impairment charges of $0.7 million, which was recorded on one held for use property leased to SunTrust during the six months ended June 30, 2019.
The Company recorded total impairment charges of $8.6 million and $8.9 million for the three and six months ended June 30, 2018, respectively. These amounts are comprised of impairment charges of $14,240 and $0.2 million, respectively, which were recorded upon reclassification of properties to assets held for sale to adjust the properties to their fair value less estimated cost of disposal and impairment charges of $8.5 million on held for use properties. These impairments were recorded on two and six of the Company’s held for use properties leased to SunTrust during the three and six months ended June 30, 2018, respectively.
Note 4 — Mortgage Notes Payable, Net
The Company’s mortgage notes payable, net as of June 30, 2019 and December 31, 2018 consisted of the following:
| Outstanding Loan Amount as of | Effective Interest Rate as of | ||||||||||||||||||
| Portfolio | Encumbered Properties | June 30, 2019 | December 31, 2018 | June 30, 2019 | Interest Rate | Maturity | Anticipated Repayment | ||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||
| Class A-1 Net Lease Mortgage Notes | $ | 120,899 | $ | — | 3.83 | % | Fixed | May 2049 | May 2026 | ||||||||||
| Class A-2 Net Lease Mortgage Notes | 121,000 | — | 4.52 | % | Fixed | May 2049 | May 2029 | ||||||||||||
| Total Net Lease Mortgage Notes | 202 | 241,899 | — | ||||||||||||||||
| SAAB Sensis I | 1 | 6,871 | 7,077 | 5.93 | % | Fixed | Apr. 2025 | Apr. 2025 | |||||||||||
| SunTrust Bank II | 19 | 11,381 | 13,412 | 5.50 | % | Fixed | Jul. 2031 | Jul. 2021 | |||||||||||
| SunTrust Bank III | 82 | 64,757 | 68,080 | 5.50 | % | Fixed | Jul. 2031 | Jul. 2021 | |||||||||||
| SunTrust Bank IV | 13 | 13,028 | 18,113 | 5.50 | % | Fixed | Jul. 2031 | Jul. 2021 | |||||||||||
| Sanofi US I | 1 | 125,000 | 125,000 | 5.16 | % | Fixed | Jul. 2026 | Jan. 2021 | |||||||||||
| Stop & Shop I | 4 | 36,418 | 36,812 | 5.63 | % | Fixed | Jun. 2041 | Jun. 2021 | |||||||||||
Mortgage Loan I (5) | 244 | 497,150 | 572,199 | 4.36 | % | Fixed | Sep. 2020 | Sep. 2020 | |||||||||||
| Shops at Shelby Crossing | 1 | 22,361 | 22,581 | 4.97 | % | Fixed | Mar. 2024 | Mar. 2024 | |||||||||||
| Patton Creek | 1 | 39,590 | 40,027 | 5.76 | % | Fixed | Dec. 2020 | Dec. 2020 | |||||||||||
| Bob Evans I | 23 | 23,950 | 23,950 | 4.71 | % | Fixed | Sep. 2037 | Sep. 2027 | |||||||||||
| Mortgage Loan II | 12 | 210,000 | 210,000 | 4.25 | % | Fixed | Jan. 2028 | Jan. 2028 | |||||||||||
| Mortgage Loan III | 22 | 33,400 | 33,400 | 4.12 | % | Fixed | Jan. 2028 | Jan. 2028 | |||||||||||
Mortgage Loan IV (2) | — | — | 29,887 | — | % | — | N/A | N/A | |||||||||||
| Gross mortgage notes payable | 625 | 1,325,805 | 1,200,538 | 4.55 | % | (1) | |||||||||||||
Deferred financing costs, net of accumulated amortization (3) | (17,562 | ) | (11,363 | ) | |||||||||||||||
Mortgage premiums, net (4) | 5,237 | 6,938 | |||||||||||||||||
| Mortgage notes payable, net | $ | 1,313,480 | $ | 1,196,113 | |||||||||||||||
_______
(1) | Calculated on a weighted-average basis for all mortgages outstanding as of the dates indicated. |
19
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
(2) | This loan was repaid in connection with the issuance of the Net Lease Mortgage Notes (see definition below) in the second quarter of 2019 and all 39 properties which were previously encumbered under Mortgage Loan IV were added to the collateral pool for the Net Lease Mortgage Notes. As a result of repaid loan, remaining unamortized deferred financing costs of $0.8 million were written off. Also, the “pay-fixed” interest rate swap agreements that were related to Mortgage Loan IV were terminated upon repayment (see Note 7 — Derivatives and Hedging Activities). |
(3) | Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that it is probable the financing will not close. |
(4) | Mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages. |
(5) | In connection with repayment of these mortgage notes, the Company paid prepayment penalties of $1.6 million. |
As of June 30, 2019 and December 31, 2018, the Company had pledged $2.5 billion in real estate investments, at cost as collateral for its mortgage notes payable. This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable on the properties. In addition, as of June 30, 2019 and December 31, 2018, $0.8 billion and $1.1 billion, respectively, in real estate investments, at cost were included in the unencumbered asset pool comprising the borrowing base under the Credit Facility (see Note 5 — Credit Facility for definition). Therefore, this real estate is only available to serve as collateral or satisfy other debts and obligations if it is first removed from the borrowing base under the Credit Facility.
The following table summarizes the scheduled aggregate principal payments on mortgage notes payable based on anticipated maturity dates for the five years subsequent to June 30, 2019 and thereafter:
| (In thousands) | Future Principal Payments | |||
| 2019 (remainder) | $ | 1,882 | ||
| 2020 | 539,245 | |||
| 2021 | 251,518 | |||
| 2022 | 2,280 | |||
| 2023 | 2,641 | |||
| Thereafter | 528,239 | |||
| $ | 1,325,805 | |||
The Company’s mortgage notes payable agreements require the compliance of certain property-level financial covenants including debt service coverage ratios. Except for the SunTrust Bank III mortgage note payable, where the Company is in the process of curing a technical default relating to an operating covenant, as of June 30, 2019, the Company was in compliance with all operating and financial covenants under its mortgage notes payable agreements.
Net Lease Mortgage Notes
On May 30, 2019, subsidiaries of the Company completed the issuance of $242.0 million aggregate principal amount of Net Lease Mortgage Notes (the “Net Lease Mortgage Notes”), in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Net Lease Mortgage Notes have been issued using a master trust structure, which enables additional series of notes to be issued upon the contribution of additional properties to the collateral pool without the need to structure a new securitization transaction. Any new notes that are so issued will be cross collaterized with the current Net Lease Mortgage Notes.
The Net Lease Mortgage Notes were issued in two classes, Class A-1 (the “Class A-1 Net Lease Mortgage Notes”) and Class A-2 (the “Class A-2 Net Lease Mortgage Notes”). The Class A-1 Net Lease Mortgage Notes notes are rated AAA (sf) by Standard & Poors and are comprised of $121.0 million initial principal amount with an anticipated repayment date in May 2026 and an interest rate of 3.78%. The Class A-2 Net Lease Mortgage Notes are rated A (sf) by Standard & Poors comprised of $121.0 million initial principal amount with an anticipated repayment date in May 2029 and an interest rate of 4.46%. The Class A-1 Net Lease Mortgage Notes pay interest and principal amortization payments until the applicable anticipated repayment date. The Class A-2 Net Lease Mortgage Notes are interest-only until June 2020, following which principal amortization payments are also required until the applicable anticipated repayment date. The Net Lease Mortgage Notes are collectively currently amortizing at a rate of approximately 0.5% per annum. The Net Lease Mortgage Notes may be redeemed at any time prior to their anticipated repayment date subject to payment of a make-whole premium. If any class of Net Lease Mortgage Notes is not paid in full at its respective anticipated repayment date, additional interest will begin to accrue on those Net Lease Mortgage Notes. The Net Lease Mortgage Notes have a rated final payment date in May 2049.
20
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
The collateral pool for the Net Lease Mortgage Notes is comprised of 202 of the Company’s double- and triple-net leased single tenant properties that were transferred to the subsidiaries of the Company in connection with the issuance of the Net Lease Mortgage Notes, together with the related leases and certain other rights and interests. The net proceeds from the sale of the Net Lease Mortgage Notes were used to repay $204.9 million in indebtedness related to 192 of the properties in the collateral pool securing the Net Lease Mortgage Notes, and approximately $37.1 million of the remaining net proceeds were available to the Company for general corporate purposes, including to fund acquisitions. A total of $29.9 million of the indebtedness that was repaid was secured by mortgages on 39 individual properties and $175.0 million was outstanding under the Credit Facility. A total of 153 of the Company’s properties that now serve as part of the collateral pool for the Net Lease Mortgage Notes were removed from the borrowing base under the Credit Facility in connection with this repayment and ten recently acquired properties were also added to the collateral pool securing the Net Lease Mortgage Notes.
The subsidiaries of the Company may release or exchange properties from the collateral pool securing the Net Lease Mortgage Notes subject to various terms and conditions, including paying any applicable make-whole premium and limiting the total value of properties released or exchanged to not more than 35% of the aggregate collateral value. These conditions, including the make-whole premium, do not apply under certain circumstances, including a prepayment in an aggregate amount of up to 35% of the initial principal balance if the prepayment is funded with proceeds from qualifying deleveraging events, such as a firm commitment underwritten registered public equity offering by the Company that generates at least $75.0 million in net proceeds, that occur following June 2021.
The Net Lease Mortgage Notes benefit from two debt service coverage ratio tests. If the monthly debt service coverage ratio falls below 1.30x and is not cured, cash flow that would be available to pay certain subordinated expenses or be released to the Company will instead be deposited into a reserve account. If the three month average debt service coverage ratio falls below 1.20x and is not cured, all remaining cash flow after payments of interest on the Net Lease Mortgage Notes will be applied to pay principal on the Net Lease Mortgage Notes (first on the Class A-1 Net Lease Mortgage Notes and then on the Class A-2 Net Lease Mortgage Notes).
Note 5 — Credit Facility
On April 26, 2018, the Company, through the OP, repaid its prior revolving unsecured corporate credit facility in full and entered into a $415.0 million revolving unsecured corporate credit facility (the “Credit Facility”) with BMO Bank, as administrative agent, Citizens Bank, N.A. and SunTrust Robinson Humphrey, Inc., as joint lead arrangers, and the other lenders from time to time party thereto. In September 2018, the lenders under the Credit Facility increased the aggregate total commitments under the Credit Facility by $125.0 million, bringing total commitments to $540.0 million.
The Credit Facility includes an uncommitted “accordion feature” whereby, upon the request of the OP, but at the sole discretion of the participating lenders, the commitments under the Credit Facility may be increased by up to an additional $500.0 million, subject to obtaining commitments from new lenders or additional commitments from participating lenders and certain customary conditions. As of June 30, 2019, as discussed above, the Company had increased its commitments through this accordion feature by $125.0 million, leaving $375.0 million of potential increase remaining.
The amount available for future borrowings under the Credit Facility is based on the lesser of (1) a percentage of the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, and (2) a maximum amount permitted to maintain a minimum debt service coverage ratio with respect to the borrowing base, in each case, as of the determination date. As of June 30, 2019, exclusive of the $2.7 million in letters of credit posted, the Company had a total borrowing capacity under the Credit Facility of $314.1 million based on the value of the borrowing base under the Credit Facility. Of this amount, $257.7 million was outstanding under the Credit Facility as of June 30, 2019 and $56.4 million remained available for future borrowings. In accordance with the Credit Facility, in order for the Company to make payments required to fund certain share repurchases, the Company would be required to satisfy a maximum leverage ratio after giving effect to the payments, and would be required to have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $40.0 million.
The Credit Facility is interest-only. Upon the Listing, the maturity date of the Credit Facility was automatically extended from April 26, 2020 to April 26, 2022 and the Company has a one-time right, subject to customary conditions, to extend the maturity date for an additional term of one year to April 26, 2023. Borrowings under the Credit Facility bear interest at either (i) the Base Rate (as defined in the Credit Facility) plus an applicable spread ranging from 0.60% to 1.20%, depending on the Company’s consolidated leverage ratio, or (ii) LIBOR plus an applicable spread ranging from 1.60% to 2.20%, depending on the Company’s consolidated leverage ratio. As of June 30, 2019 and December 31, 2018, the weighted-average interest rate under the Credit Facility was 4.55% and 4.12%, respectively.
The Credit Facility contains various customary operating covenants, including the restricted payments covenant described in more detail below, as well as covenants restricting, among other things, the incurrence of liens, investments, fundamental changes,
21
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
agreements with affiliates and changes in nature of business. The Credit Facility also contains financial maintenance covenants with respect to maximum consolidated leverage, maximum consolidated secured leverage, minimum fixed charge coverage, maximum other recourse debt to total asset value, and minimum net worth. As of June 30, 2019, the Company was in compliance with the operating and financial covenants under the Credit Facility.
Pursuant to the Credit Facility, the Company may not pay distributions, including cash dividends on equity securities (including the Series A Preferred Stock) in an aggregate amount exceeding 95% of Modified FFO (as defined in the Credit Facility) for any look-back period of four consecutive fiscal quarters subject to two limited exceptions. The Company has elected to rely on both exceptions during 2019. First, the Company exercised its one-time right to elect to pay cash dividends or redeem or repurchase equity securities in an aggregate amount equal to no more than 110% of Modified FFO for each of three consecutive fiscal quarters, and the Company relied on this exception for the quarters ended December 31, 2018 and March 31, 2019 but subsequently revoked its election and did not rely on this exception for the quarter ended June 30, 2019. Next, the Company exercised its one-time right to elect to reset the look-back period such that (i) for the quarter ended June 30, 2019, the Company may not pay distributions in an aggregate amount exceeding 95% of Modified FFO for that fiscal quarter, (ii) for the two-quarter period ending September 30, 2019, the Company may not pay distributions in an aggregate amount exceeding 95% of Modified FFO for that fiscal quarter and the prior fiscal quarter, and (iii) for the three-quarter period ending December 31, 2019, the Company may not pay distributions in an aggregate amount exceeding 95% of Modified FFO for that fiscal quarter and the prior two fiscal quarters. As a result, commencing with the quarter ending March 31, 2020, the Company will again not be able to pay distributions in an aggregate amount exceeding 95% of Modified FFO for any look-back period of four consecutive fiscal quarters and will not be able to rely on either exception again without seeking consent from the lenders under the Credit Facility. There is no assurance that the lenders would consent or that the Company will generate cash flows and Modified FFO in an amount sufficient to pay dividends on the outstanding equity securities including the Series A Preferred Stock and comply with the Credit Facility. Doing so depends, in part, on the Company’s ability, and the time needed, to invest in new cash flow generating acquisitions. There is no assurance the Company will complete pending or future acquisitions. If the Company is not able to increase the amount of cash it has available to pay dividends, including through additional cash flows the Company expects to generate from completing acquisitions, the Company’s ability to comply with the Credit Facility or the terms of the Series A Preferred Stock in future periods may be adversely affected. Further, the Company may have to identify other financing sources to fund dividends. There can be no assurance that other sources will be available on favorable terms, or at all.
Note 6 — Fair Value Measurements
Fair Value Hierarchy
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred sources of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets and liabilities. The Company’s policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the end of the reporting period. There were no transfers between levels of the fair value hierarchy during the six months ended June 30, 2019 and 2018.
Financial instruments measured at fair value on a recurring basis
Derivative Instruments
The Company’s derivative instruments are measured at fair value on a recurring basis. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparty. However, as of June 30, 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivatives valuation in its entirety is classified in Level 2 of the fair value hierarchy.
22
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.
23
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
The following table presents information about the Company’s assets and liabilities measured at fair value as of December 31, 2018, aggregated by the level in the fair value hierarchy within which those instruments fall. The Company did not have any derivative instruments outstanding as of June 30, 2019 (see Note 7 — Derivatives and Hedging Activities for additional information).
| (In thousands) | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | Total | ||||||||||||
| December 31, 2018 | ||||||||||||||||
| Interest rate “Pay - Fixed” swaps - liabilities | — | (531 | ) | — | (531 | ) | ||||||||||
| Total | $ | — | $ | (531 | ) | $ | — | $ | (531 | ) | ||||||
Real Estate Investments measured at fair value on a non-recurring basis
Real Estate Investments - Held for Sale
The Company had impaired real estate investments held for sale (see Note 3 — Real Estate Investments for additional information on impairment charges recorded by the Company), which were carried at fair value on a non-recurring basis on the consolidated balance sheets as of June 30, 2019 and December 31, 2018. Impaired real estate investments held for sale were valued using the sale price from the applicable PSA less costs to sell, which is an observable input. As a result, the Company’s impaired real estate investments held for sale are classified in Level 2 of the fair value hierarchy.
Real Estate Investments - Held for Use
The Company also had impaired real estate investments held for use (see Note 3 — Real Estate Investments for additional information on impairment charges recorded by the Company), which were carried at fair value on a non-recurring basis on the consolidated balance sheets as of June 30, 2019 and December 31, 2018. The Company primarily used a market approach to estimate the future cash flows expected to be generated. This approach involved evaluating comparable sales of properties in the same geographic regions as the impaired properties in order to generate an estimated sale price, which is an unobservable input. As a result, the impaired properties that the Company evaluated using this approach are classified in Level 3 of the fair value hierarchy. For some of the impaired properties, the Company had an executed LOI or PSA to sell the property. In those instances, the Company used the sale price from the applicable LOI or PSA to estimate the future cash flows expected to be generated, which is an observable input. As a result, the impaired properties that the Company evaluated using this approach are classified in Level 2 of the fair value hierarchy.
| (In thousands) | Quoted Prices in Active Markets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | Total | ||||||||||||
| June 30, 2019 | ||||||||||||||||
| Impaired real estate investments held for sale | $ | — | $ | 73 | $ | — | $ | 73 | ||||||||
| Total | $ | — | $ | 73 | $ | — | $ | 73 | ||||||||
| December 31, 2018 | ||||||||||||||||
| Impaired real estate investments held for sale | $ | — | $ | 42,848 | $ | — | $ | 42,848 | ||||||||
| Impaired real estate investments held for use | — | 7,765 | 886 | 8,651 | ||||||||||||
| Total | $ | — | $ | 50,613 | $ | 886 | $ | 51,499 | ||||||||
24
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
Financial Instruments that are not Reported at Fair Value
The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and dividends payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company’s remaining financial instruments that are not reported at fair value on the consolidated balance sheets as of June 30, 2019 and December 31, 2018 are reported in the following table:
| June 30, 2019 | December 31, 2018 | |||||||||||||||||
| (In thousands) | Level | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||
| Gross mortgage notes payable | 3 | $ | 1,325,805 | $ | 1,360,809 | $ | 1,200,538 | $ | 1,209,364 | |||||||||
| Credit facilities | 3 | $ | 257,700 | $ | 257,700 | $ | 324,700 | $ | 324,700 | |||||||||
The fair value of gross mortgage notes payable is based on combinations of independent third party estimates and management’s estimates of market interest rates. Advances under the Company’s prior credit facility or the Credit Facility are considered to be reported at fair value, because its interest rate varies with changes in LIBOR, and there has not been a significant change in the credit risk of the Company or credit markets.
Note 7 — Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its related parties may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2018. The Company did not have any derivative instruments outstanding as of June 30, 2019 due to the termination of its interest rate swaps after the repayment of certain mortgages during the three months ended June 30, 2019 (see Note 4 — Mortgage Notes Payable, Net for additional information).
| (In thousands) | Balance Sheet Location | December 31, 2018 | ||||
| Derivatives designated as hedging instruments: | ||||||
| Interest Rate “Pay-fixed” Swaps | Derivative liabilities, at fair value | $ | (531 | ) | ||
| Total | $ | (531 | ) | |||
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract.
25
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended June 30, 2019, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. Additionally, during the three months ended June 30, 2019, the Company accelerated the reclassification of amounts in other comprehensive income to earnings because it became probable that the hedged forecasted transactions would not occur. This acceleration resulted in a loss of $1.5 million.
As of June 30, 2019 the Company did not have any derivatives that were designated as cash flow hedges of interest rate risk. As of December 31, 2018, the Company had the following derivatives that were designated as cash flow hedges of interest rate risk.
| December 31, 2018 | ||||||
| Interest Rate Derivative | Number of Instruments | Notional Amount | ||||
| (In thousands) | ||||||
| Interest Rate “Pay Fixed” Swaps | 4 | $ | 29,887 | |||
The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and six months ended June 30, 2019 and 2018:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (In thousands) | 2019 | 2018 | 2019 | 2018 | ||||||||||||
| Amount of loss recognized in accumulated other comprehensive loss on interest rate derivatives | $ | (485 | ) | $ | 271 | $ | (979 | ) | $ | (94 | ) | |||||
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (1) | $ | (15 | ) | $ | (29 | ) | $ | (36 | ) | $ | (34 | ) | ||||
| Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | $ | — | $ | 82 | $ | — | $ | 82 | ||||||||
Total amount of interest expense presented in the consolidated income statements | $ | 21,995 | $ | 16,042 | $ | 40,435 | $ | 32,149 | ||||||||
(1) Includes a loss of $1.5 million in the Company’s consolidated statements of operations for the three and six months ended June 30, 2019 recorded upon termination of its interest rate swaps after the repayment of certain mortgages (see Note 4 — Mortgage Notes Payable, Net for additional information).
Non-Designated Hedges
As of June 30, 2019 and 2018, the Company did not have any derivatives that were not designated as hedges of in qualifying hedging relationships, therefore no gain or loss was recorded in the three and six months ended June 30, 2019 and 2018.
Offsetting Derivatives
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2018. The Company did not have any derivatives outstanding as of June 30, 2019. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets.
26
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
| Gross Amounts Not Offset on the Balance Sheet | |||||||||||||||||||||||||||
| (In thousands) | Gross Amounts of Recognized Assets | Gross Amounts of Recognized (Liabilities) | Gross Amounts Offset on the Balance Sheet | Net Amounts of Assets (Liabilities) Presented on the Balance Sheet | Financial Instruments | Cash Collateral Received (Posted) | Net Amount | ||||||||||||||||||||
| December 31, 2018 | $ | — | $ | (531 | ) | $ | — | $ | (531 | ) | $ | — | $ | — | (531 | ) | |||||||||||
Credit-Risk-Related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
As of June 30, 2019, the Company did not have any derivatives in a net liability position.
Note 8 — Stockholders’ Equity
Common Stock
As of June 30, 2019 and December 31, 2018, the Company had 106.2 million shares of Class A common stock outstanding, representing all shares of common stock outstanding.
In connection with the Listing, the Company’s board of directors changed the rate at which the Company pays dividends on its common stock to an annualized rate equal to $1.10 per share, or $0.0916667 per share on a monthly basis, effective as of July 1, 2018. Additionally, effective July 1, 2018, the Company transitioned to declaring dividends based on monthly, rather than daily, record dates and will generally pay dividends on or around the 15th day of each month (or, if not a business day, the next succeeding business day) to common stock holders of record on the applicable record date of such month. Prior to July 1, 2018, dividends were payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month.
Dividend payments are dependent on the availability of funds. The Company’s board of directors may reduce the amount of dividends paid or suspend dividend payments at any time and therefore dividends payments are not assured.
Listing of the Company’s Common Stock
To address the potential for selling pressure that may have existed at the outset of listing, the Company listed only shares of Class A common stock, which represented approximately 50% of its outstanding shares of common stock, on Nasdaq on the Listing Date. The Company’s two other classes of outstanding stock at the time of the Listing were Class B-1 common stock, which comprised approximately 25% of the Company’s outstanding shares of common stock at that time and Class B-2 common stock, which comprised approximately 25% of the Company’s outstanding shares of common stock at that time. In accordance with their terms, all shares of Class B-1 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on October 10, 2018 and all shares of Class B-2 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on January 9, 2019. Fractional shares of Class B-2 common stock totaling approximately 19,863 shares were repurchased at a price of $13.78 per share by the Company as a result of the automatic conversion. Each share of Class B-1 common stock and Class B-2 common stock was otherwise identical to each share of Class A common stock in all other respects, including the right to vote on matters presented to the Company’s stockholders, and shares of all different classes of common stock received the same dividends while there were different classes of common stock outstanding.
Prior to Listing, the Company published an annual estimated net asset value per share of the Company’s common stock (“Estimated Per-Share NAV”) which was the price at which the Company sold its shares under the Pre-Listing DRIP (as defined below) and repurchased shares under the SRP (as defined below). Following the Listing, the Company’s previously published Estimated Per-Share NAV was no longer applicable, and the Company no longer publishes Estimated Per-Share NAV.
Tender Offers
27
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
On February 15, 2018, in response to an unsolicited offer to the Company’s stockholders to purchase 1,000,000 shares of the Company’s common stock at a price of $13.66 per share, the Company commenced a tender offer for up to 1,000,000 shares at a price of $14.35 per share (the “February Offer”). The Company made the February Offer in order to deter an unsolicited bidder and other potential future bidders that might have tried to exploit the illiquidity of the Company’s then unlisted common stock and acquire it from stockholders at prices substantially below the then current Estimated Per-Share NAV. In accordance with the terms of the February Offer, which expired on March 27, 2018, the Company accepted for purchase 483,716 shares for a total cost of approximately $6.9 million, excluding fees and expenses relating to the February Offer.
On May 1, 2018, in response to an unsolicited offer to the Company’s stockholders to purchase 1,000,000 shares of the Company’s common stock at a price of $15.35 per share, the Company commenced a tender offer for up to 1,000,000 shares at a price of $15.45 per share (the “May Offer”). The Company made the May Offer in order to deter an unsolicited bidder and other potential future bidders that may try to exploit the illiquidity of the Company’s common stock and acquire it from stockholders at prices substantially below the current Estimated Per-Share NAV. In accordance with the May Offer, which expired on May 31, 2018, the Company accepted for purchase 207,713 shares for a total cost of approximately $3.2 million, excluding fees and expenses relating to the May Offer.
Authorized Repurchase Program
Effective at the Listing, the Company’s board of directors authorized a share repurchase program of up to $200.0 million of Class A common stock that the Company may implement through open market repurchases or in privately negotiated transaction based on the Company’s board of directors’ and management’s assessment of, among other things, market conditions prevailing at the particular time. The Company will have the ability to repurchase shares of Class A common stock up to this amount at its discretion, subject to authorization by the Company’s board of directors prior to any such repurchase. As of June 30, 2019, the total of the Company’s remaining availability for future borrowings and cash and cash equivalents was $147.6 million. In accordance with the Credit Facility, if the Company makes any restricted payments, which would include payments for this authorized repurchase program, or certain other payments, the Company would be required to maintain a combination of cash and availability for future borrowings totaling $40.0 million following such payments. Accordingly, if the Company decided to purchase shares under this program, the ultimate amount repurchased would depend on the amount of cash and availability for future borrowings at that time. There have not been any purchases authorized, through open market purchases or otherwise, under this program through the date of this Quarterly Report on Form 10-Q.
Terminated Share Repurchase Program
In anticipation of the Listing, the Company’s board of directors terminated the Company’s previous share repurchase program (the “SRP”) in accordance with its terms, effective June 30, 2018. The Company’s board of directors had previously authorized the Company to repurchase shares pursuant to the SRP, which permitted investors to offer to sell their shares back to the Company after they held them for at least one year, subject to certain conditions and limitations. The Company repurchased shares on a semiannual basis, in its sole discretion, at each six-month period ending June 30 and December 31.
On June 14, 2017, the Company announced that its board of directors had adopted an amendment and restatement of the SRP that superseded and replaced the existing SRP effective as of July 14, 2017. Under the amended and restated SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability of stockholders that purchased shares of the Company’s common stock or received their shares from the Company (directly or indirectly) through one or more non-cash transactions were considered for repurchase. Other terms and provisions of the amended and restated SRP remained consistent with the SRP then in effect.
Under the SRP, prior to the amendment and restatement, the repurchase price per share for requests other than for death or disability was as follows:
| • | after one year from the purchase date — 92.5% of the then-current Estimated Per-Share NAV; |
| • | after two years from the purchase date — 95.0% of the then-current Estimated Per-Share NAV; |
| • | after three years from the purchase date — 97.5% of the then-current Estimated Per-Share NAV; and |
| • | after four years from the purchase date — 100.0% of the then-current Estimated Per-Share NAV. |
In the case of requests for death or disability, the repurchase price per share was equal to Estimated Per-Share NAV applicable on the last day of the semiannual period, as described below.
Under the SRP, repurchases at each semiannual period were limited to a maximum of 2.5% of the weighted-average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted-
28
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
average number of shares of common stock outstanding during the previous fiscal year. Repurchases pursuant to the SRP for any given semiannual period were funded from proceeds received during that same semiannual period through the issuance of common stock pursuant to the Pre-Listing DRIP (as defined herein), as well as any funds reserved by the Company in the sole discretion of the Company’s board of directors. Repurchases were made at a price based on Estimated Per-Share NAV applicable on the last day of the semiannual period, as described above.
The Company’s board of directors had the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase, change the purchase price for repurchases or otherwise amend the terms of, suspend or terminate the SRP pursuant to any applicable notice requirements under the SRP. Due to these limitations, the Company did not guarantee that it was able to accommodate all repurchase requests.
When a stockholder requested repurchases and the repurchases were approved, the Company reclassified such an obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased have the status of authorized but unissued shares.
The Company repurchased 412,939 shares at a weighted-average price per share of $23.37 during the three months ended March 31, 2018 and has made cumulative repurchases of 3,719,803 at a weighted-average price per share of $23.90 through the SRP termination date of June 30, 2018.
Distribution Reinvestment Plan
On June 29, 2018, the Company announced that its board of directors had suspended the Company’s then effective distribution reinvestment plan (the “Pre-Listing DRIP”) effective June 30, 2018. As a result, all dividends paid for the month of June 2018 were paid in cash in July 2018. Prior to its suspension, the Company’s stockholders were able to elect to reinvest dividends by purchasing shares of common stock from the Company at the applicable Estimated Per-Share NAV. On the Listing Date, an amendment and restatement of the Pre-Listing DRIP approved by the Company’s board of directors became effective (the “Post-Listing DRIP”).
Commencing with the dividend paid on August 3, 2018 (the first dividend paid following the Listing Date), the Company’s stockholders that have elected to participate in the Post-Listing DRIP may have dividends payable with respect to all or a portion of their shares of the Company’s common stock (including Class A common stock, Class B-1 common stock, prior to its automatic conversion to Class A common stock on October 10, 2018, and Class B-2 common stock, prior to its automatic conversion to Class A common stock on January 9, 2019) reinvested in shares of Class A common stock. Shares issued pursuant to the Post-Listing DRIP represent shares that are, at the election of the Company, either (i) acquired directly from the Company, which would issue new shares, at a price based on the average of the high and low sales prices of Class A common stock on Nasdaq on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with all participants’ reinvested dividends for the related quarter, less a per share processing fee. During the first six months of 2019 and the year ended December 31, 2018 all shares acquired by participants pursuant to the Post-Listing DRIP were acquired through open market purchases by the plan administrator and not issued directly to stockholders by the Company.
Shares issued pursuant to the Pre-Listing DRIP or the Post-Listing DRIP are recorded within stockholders’ equity in the accompanying consolidated balance sheets in the period dividends are declared. During the three and six months ended June 30, 2019, no shares of common stock were issued pursuant to the Post-Listing DRIP and during the three and six months ended June 30, 2018, 486,655 and 990,393 shares of common stock were issued pursuant to the Pre-Listing DRIP, respectively.
ATM Program — Class A Common Stock
In May 2019, the Company established an “at the market” equity offering program for Class A common stock (the “Class A Common Stock ATM Program”), pursuant to which the Company may from time to time, offer, issue and sell to the public up to $200.0 million in shares of Class A common stock, through sales agents. There were no shares sold under the Class A Common Stock ATM Program during the three and six months ended June 30, 2019.
Preferred Stock
The Company is authorized to issue up to 50,000,000 shares of preferred stock, of which it has classified and designated 3,380,000 as authorized shares of its Series A Preferred Stock, as of June 30, 2019, after classifying an additional 2,000,000 shares of the Company’s authorized shares of preferred stock as Series A Preferred Stock in May 2019 in connection with establishing the Series A Preferred Stock ATM Program (as defined below).
Underwriting Offering — Series A Preferred Stock
29
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
On March 26, 2019, the Company completed the initial issuance and sale of 1,200,000 shares of Series A Preferred Stock, with a liquidation preference of $25.00 per share in an underwritten public offering. The offering generated gross proceeds of $30.0 million and net proceeds of $28.6 million, after deducting underwriting discounts and offering costs paid by the Company. On April 10, 2019, the underwriters in the offering exercised their option to purchase additional shares of Series A Preferred Stock, and the Company sold an additional 146,000 shares of Series A Preferred Stock, which generated gross proceeds of $3.7 million and resulted in net proceeds of approximately $3.5 million, after deducting underwriting discounts.
30
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
ATM Program — Series A Preferred Stock
In May 2019, the Company established an “at the market” equity offering program for Series A Preferred Stock (the “Series A Preferred Stock ATM Program”) pursuant to which the Company may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series A Preferred Stock having an aggregate offering price of up to $50.0 million. During the three and six months ended June 30, 2019, the Company sold 306,600 shares of Series A Preferred Stock through the Series A Preferred Stock ATM Program for gross proceeds of $7.7 million, before commissions paid of approximately $0.1 million and additional issuance costs of approximately $0.1 million.
Series A Preferred Stock — Terms
Series A Preferred Stock is listed on Nasdaq under the symbol “AFINP”. Holders of Series A Preferred Stock are entitled to cumulative dividends in the amount of $1.875 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. On and after March 26, 2024, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole, or in part, at the Company’s option, at a cash redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the supplementary classifying and designating the terms of the Series A Preferred Stock (the “Articles Supplementary”)), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole but not in part, within 90 days after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. If the Company does not exercise these redemption rights upon the occurrence of a Delisting Event or a Change of Control, the holders of Series A Preferred Stock will have certain rights to convert Series A Preferred Stock into shares of Class A common stock.
The Series A Preferred Stock ranks senior to Class A common stock, with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding up.
Holders of Series A Preferred Stock have the right to elect two additional directors to the Company’s board of directors if six or more quarterly dividends (whether or not consecutive) payable on the Series A Preferred Stock are in arrears, and approve amendments to the Company’s charter (which includes the Articles Supplementary) that materially and adversely affect the rights of the Series A Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series A Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights.
Note 9 — Commitments and Contingencies
Lessee Arrangements - Ground Leases
The Company leases land in the form of ground lease agreements related to acquisitions under leasehold interest arrangements for eight of its properties with lease durations, including assumed renewals, ranging from 18.5 years to 45.3 years as of June 30, 2019. On January 1, 2019, the Company adopted ASU 2016- 02 and recorded ROU assets and lease liabilities related to these ground leases, which are all considered operating leases under the new standard (see Note 2 - Summary of Significant Accounting Polices for additional information on the impact of adopting the new standard).
As of June 30, 2019, the Company’s balance sheet includes operating lease right-of-use assets and operating lease liabilities of $19.1 million and $19.3 million, respectively. In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the adoption of the new lease guidance as well as for new operating leases in the current period, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. Since the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the Company’s estimate of this rate required significant judgment.
The Company’s ground operating leases have a weighted-average remaining lease term, including assumed renewals, of 29.4 years and a weighted-average discount rate of 7.5% as of June 30, 2019. For the three and six months ended June 30, 2019, the Company paid cash of $0.3 million and $0.7 million, respectively, for amounts included in the measurement of lease liabilities and recorded expense of $0.4 million and $1.8 million, respectively, on a straight-line basis in accordance with the standard. The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive income (loss). The Company did not enter into any additional ground leases during the six months ended June 30, 2019.
31
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
The following table reflects the base cash rental payments due from the Company as of June 30, 2019:
| (In thousands) | Future Base Rent Payments | |||
| 2019 (remainder) | $ | 783 | ||
| 2020 | 1,499 | |||
| 2021 | 1,538 | |||
| 2022 | 1,554 | |||
| 2023 | 1,555 | |||
| Thereafter | 47,621 | |||
| Total lease payments | 54,550 | |||
| Less: Effects of discounting | (35,270 | ) | ||
| Total present value of lease payments | $ | 19,280 | ||
Litigation and Regulatory Matters
On January 13, 2017, four affiliated stockholders of RCA filed in the United States District Court for the District of Maryland a putative class action lawsuit against RCA, the Company, Edward M. Weil, Jr., Leslie D. Michelson, Edward G. Rendell (Weil, Michelson and Rendell, the “Director Defendants”), and AR Global, alleging violations of Sections 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) by RCA and the Director Defendants, violations of Section 20(a) of the Exchange Act by AR Global and the Director Defendants, breaches of fiduciary duty by the Director Defendants, and aiding and abetting breaches of fiduciary duty by AR Global and the Company in connection with the negotiation of and proxy solicitation for a shareholder vote on what was at the time the proposed Merger and an amendment to RCA’s charter. The complaint sought on behalf of the putative class rescission of the Merger, which was voted on and approved by RCA stockholders on February 13, 2017, and closed on February 16, 2017, together with unspecified rescissory damages, unspecified actual damages, and costs and disbursements of the action. RCA was sponsored and advised by affiliates of the Advisor. On April 26, 2017, the Court appointed a lead plaintiff. Lead plaintiff, along with other stockholders of RCA, filed an amended complaint on June 19, 2017. The amended complaint named additional individuals and entities as defendants (David Gong, Stanley Perla, Lisa Kabnick, all of whom were independent directors of the Company at the time of the Merger (“Additional Director Defendants”), Nicholas Radesca, the Company’s chief financial officer at the time of the Merger and RCA’s advisor), added counts alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act in connection with the Registration Statement for the proposed merger, under Section 13(e) of the Exchange Act, and counts for breach of contract and unjust enrichment. The Company, RCA, the Director Defendants, the Additional Director Defendants and Nicholas Radesca deny wrongdoing and liability and intend to vigorously defend the action. On August 14, 2017, defendants moved to dismiss the amended complaint. On March 29, 2018, the Court granted defendants’ motion to dismiss and dismissed the amended complaint. On April 26, 2018, the plaintiffs filed a notice of appeal of the court’s order. On March 11, 2019, the United States Court of Appeals for the Fourth Circuit affirmed the judgment of the district court dismissing the complaint. On March 25, 2019, the plaintiffs filed a Petition for Rehearing and Rehearing En Banc, which was subsequently denied on April 9, 2019. Due to the stage of the litigation, no estimate of a probable loss or any reasonable possible losses are determinable at this time. No provisions for such losses have been recorded in the accompanying consolidated financial statements for the six months ended June 30, 2019 or 2018.
On February 8, 2018, Carolyn St. Clair-Hibbard, a purported stockholder of the Company, filed a putative class action complaint in the United States District Court for the Southern District of New York against the Company, AR Global, the Advisor, Nicholas S. Schorsch and William M. Kahane. On February 23, 2018, the complaint was amended to, among other things, assert some claims on the plaintiff’s own behalf and other claims on behalf of herself and other similarly situated shareholders of the Company as a class. On April 26, 2018, defendants moved to dismiss the amended complaint. On May 25, 2018, plaintiff filed a second amended complaint. The second amended complaint alleges that the proxy materials used to solicit stockholder approval of the Merger at the Company’s 2017 annual meeting were materially incomplete and misleading. The complaint asserts violations of Section 14(a) of the Exchange Act against the Company, as well as control person liability against the Advisor, AR Global, and Messrs. Schorsch and Kahane under 20(a). It also asserts state law claims for breach of fiduciary duty against the Advisor, and claims for aiding and abetting such breaches, of fiduciary duty against the Advisor, AR Global and Messrs. Schorsch and Kahane. The complaint seeks unspecified damages, rescission of the Company’s advisory agreement (or severable portions thereof) which became effective when the Merger became effective, and a declaratory judgment that certain provisions of the Company’s advisory
32
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
agreement are void. The Company believes the second amended complaint is without merit and intends to defend vigorously. On June 22, 2018, defendants moved to dismiss the second amended complaint. On August 1, 2018, plaintiff filed an opposition to defendants’ motions to dismiss. Defendants filed reply papers on August 22, 2018, and oral argument was held on September 26, 2018. That motion is now pending. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time.
On October 26, 2018, Terry Hibbard, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, Nicholas S. Schorsch, William M. Kahane, Edward M. Weil, Jr., Nicholas Radesca, David Gong, Stanley R. Perla, and Lisa D. Kabnick. The complaint alleges that the registration statement pursuant to which RCA shareholders acquired shares of the Company during the Merger contained materially incomplete and misleading information. The complaint asserts violations of Section 11 of the Securities Act against Messrs. Weil, Radesca, Gong, and Perla, and Ms. Kabnick, violations of Section 12(a)(2) of the Securities Act against the Company and Mr. Weil, and control person liability against the Advisor, AR Global, and Messrs. Schorsch and Kahane under Section 15 of the Securities Act. The complaint seeks unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement. The Company believes the complaint is without merit and intends to defend vigorously. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time.
On March 6, 2019, Susan Bracken, Michael P. Miller and Jamie Beckett, purported stockholders of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, on behalf of themselves and others who purchased shares of common stock through the Pre-Listing DRIP, against the Company, AR Global, the Advisor, Nicholas S. Schorsch, William M. Kahane, Edward M. Weil, Jr., Nicholas Radesca, David Gong, Stanley R. Perla, and Lisa D. Kabnick. The complaint alleges that the April and December 2016 registration statements pursuant to which class members purchased shares contained materially incomplete and misleading information. The complaint asserts violations of Section 11 of the Securities Act against the Company, Messrs. Weil, Radesca, Gong and Perla, and Ms. Kabnick, violations of Section 12(a)(2) of the Securities Act against the Company and Mr. Weil, and control person liability against the Advisor, AR Global, and Messrs. Schorsch and Kahane under Section 15 of the Securities Act. The complaint seeks unspecified damages and either rescission of the Company’s sale of stock or rescissory damages. The Company believes the complaint is without merit and intends to defend vigorously. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time.
On April 30, 2019, Lynda Callaway, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, Nicholas S. Schorsch, William M. Kahane, Edward M. Weil, Jr., Nicholas Radesca, David Gong, Stanley R. Perla, and Lisa D. Kabnick. The complaint alleges that the registration statement pursuant to which plaintiff and other class members acquired shares of the Company during the Merger contained materially incomplete and misleading information. The complaint asserts violations of Section 11 of the Securities Act against the Company, Messrs. Weil, Radesca, Gong, and Perla, and Ms. Kabnick, violations of Section 12(a)(2) of the Securities Act against the Company and Mr. Weil, and control person liability under Section 15 of the Securities Act against the Advisor, AR Global, and Messrs. Schorsch and Kahane. The complaint seeks unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time.
On July 11, 2019, the New York State Supreme Court issued an order consolidating the three above-mentioned cases: Terry Hibbard, Bracken, and Callaway (the “Consolidated Cases”). The Court also stayed the Consolidated Cases pending a decision on the motions to dismiss in the St. Clair-Hibbard litigation pending in the United States District Court for the Southern District of New York. Following a decision on the motions to dismiss in the St. Clair-Hibbard litigation, plaintiffs will have 30 days to file an amended or consolidated complaint in the Consolidated Cases, and the Company will have 45 days from plaintiffs’ filing to respond.
There are no other material legal or regulatory proceedings pending or known to be contemplated against the Company.
During the three and six months ended June 30, 2019, the Company incurred legal costs related to the above litigation approximately $0.2 million and $0.5 million, respectively, and $1.1 million and $1.2 million the three and six months ended June 30, 2018, respectively. A portion of these litigation costs are subject to a claim for reimbursement under the insurance policies maintained by the Company, and during the three and six months ended June 30, 2019, reimbursements of $0.1 million and $1.9 million, respectively were received and recorded in other income in the consolidated statements of operations. The Company may receive additional reimbursements in the future.
33
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on its financial position or results of operations.
Note 10 — Related Party Transactions and Arrangements
On September 6, 2016, the agreement of limited partnership of the OP was amended and restated (as so amended and restated, the “A&R OP Agreement”). On the Listing Date, the A&R OP Agreement was amended and restated in connection with the Listing (as so amended and restated, the “Second A&R OP Agreement”). The amendments effected to the A&R OP Agreement pursuant to the Second A&R OP Agreement generally reflect provisions more consistent with agreements of limited partnership of other operating partnerships controlled by real estate investment trusts whose securities are publicly traded and listed and make other changes in light of the transactions entered into by the Company in connection with the Listing, including designating the units of limited partnership previously designated as “OP Units” that correspond to each share of the Company’s common stock, with respect to dividends and otherwise, as “Class A Units” and setting forth the terms of a new class of units of limited partnership designated as “LTIP Units” including the Master LTIP Unit (the “Master LTIP Unit”) issued to the Advisor on the Listing Date pursuant to the 2018 OPP. In addition, the Second A&R OP Agreement describes the procedures pursuant to which holders of Class A Units may redeem all or a portion of their Class A Units for, at the Company’s election, either shares of Class A common stock or the cash equivalent thereof. The Second A&R OP Agreement also requires the Company, upon the request of a holder of Class A Units but subject to certain conditions and limitations, to register under the Securities Act the issuance or resale of the shares of Class A common stock issuable upon redemption of Class A Units in accordance with the Second A&R OP Agreement.
Holders of Class A Units have the right to redeem their Class A Units for the cash value of a corresponding number of shares of Class A common stock or, at the option of the OP, a corresponding number of shares of Class A common stock, in accordance with the Second A&R OP Agreement. Holders of OP Units had similar rights under the A&R OP Agreement. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets.
Subsequent to the Listing, all of the Class A Units held by the Advisor and its affiliates were redeemed for shares of Class A common stock and all of the shares of Class A common stock, Class B-1 common stock and Class B-2 common stock owned by the Advisor and its affiliates including American Finance Special Limited Partner, LLC (the “Special Limited Partner”), were distributed pro rata to the individual members of those entities, including Edward M. Weil, Jr., the Company’s chairman and chief executive officer. See Note 8 — Stockholders’ Equity for additional information regarding these transactions.
Fees and Participations Incurred in Connection with the Operations of the Company
Summary of Advisory Agreement
On April 29, 2015, the independent directors of the Company’s board of directors unanimously approved certain amendments to the Amended and Restated Advisory Agreement, as amended (the “First A&R Advisory Agreement”), by and among the Company, the OP and the Advisor (the “Second A&R Advisory Agreement”). The Second A&R Advisory Agreement, which superseded the First A&R Advisory Agreement, took effect on July 20, 2015, the date on which the Company filed certain changes to the Company’s charter, which were approved by the Company’s stockholders on June 23, 2015. The initial term of the Second A&R Advisory Agreement of 20 years began on April 29, 2015, and is automatically renewable for another 20-year term upon each 20-year anniversary unless terminated by the Company’s board of directors for cause.
On September 6, 2016, the Company entered into an amendment and restatement of the Second A&R Advisory Agreement (the “Third A&R Advisory Agreement”), which became effective on February 16, 2017, the effective date of the Merger. The Third A&R Advisory Agreement grants the Company the right to internalize the services provided under the Third A&R Advisory Agreement (“Internalization”) and thereby terminate the Third A&R Advisory Agreement pursuant to a notice received by the Advisor after January 1, 2018 as long as (i) more than 67% of the Company’s independent directors have approved the Internalization; and (ii) the Company pays the Advisor a specified Internalization fee pursuant to the terms of the Third A&R Advisory Agreement, which is equal to $15.0 million plus either (x) if the Internalization occurs on or before December 31, 2028, Subject Fees multiplied by 4.5 and (y) if the Internalization occurs on or after January 1, 2029, Subject Fees multiplied by 3.5 plus 1% of the purchase price of each acquisition or merger that occurs between the date of the notice of Internalization received by the Advisor and the Internalization or 1% of the cumulative net proceeds of any equity raised by the Company between the end
34
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
of the fiscal quarter in which notice was received and the Internalization. The “Subject Fees” are equal to (i) the product of four multiplied by the sum of (A) the actual base management fee plus (B) the actual variable management fee, in each of clauses (A) and (B), payable for the fiscal quarter in which the notice of Internalization is received by the Advisor, plus, (ii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised in respect of the fiscal quarter in which the notice of Internalization is received by the Advisor. Up to 10% of the Internalization fee may be payable in shares of common stock subject to certain conditions.
The initial term of the Third A&R Advisory Agreement expires on April 29, 2035, the twentieth anniversary of Second A&R Advisory Agreement. This term is automatically renewed for successive twenty-year terms upon expiration unless the Third A&R Advisory Agreement is terminated (1) in accordance with an Internalization, (2) by the Company or the Advisor with cause, without penalty, with 60 days’ notice, (3) by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Third A&R Advisory Agreement or (b) any material breach of the Third A&R Advisory Agreement of any nature whatsoever by the Company, or (4) by the Advisor in connection with a change of control of the Company. Upon the termination of the Third A&R Advisory Agreement, the Advisor will be entitled to receive from the Company all amounts due to the Advisor, as well as the then-present fair market value of the Advisor’s interest in the Company.
2019 Advisory Agreement Amendment
On March 18, 2019, the Company entered into Amendment No.2 to the Third A&R Advisory Agreement (“Amendment No. 2”), by and among the OP and the Advisor. Amendment No.2 revised the section of the Third A&R Advisory Agreement specifically related to reimbursable administrative service expenses, including reasonable salaries and wages, benefits and overhead of employees of the Advisor or its affiliates, including those of certain executive officers of the Company. See the “Professional Fees and Other Reimbursements” section below for details.
In-Sourced Expenses
The Advisor has been and may continue to be reimbursed for costs it incurs in providing investment-related services, or “insourced expenses.” These insourced expenses may not exceed 0.5% of the contract purchase price of each acquired property and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company has paid and may continue to pay third party acquisition expenses. The aggregate amount of acquisition fees and financing coordination fees (of which there were none) were not to exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment for all the assets acquired. The Company incurred $0.1 million and $0.2 million of acquisition expenses and related cost reimbursements for the three and six months ended June 30, 2019, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2018, respectively.
Asset Management Fees and Variable Management/Incentive Fees
The Company pays the Advisor a fixed base management fee and a variable base management fee. Under the Second A&R Advisory Agreement, the Company was required to pay a fixed base management fee of $18.0 million annually. Under the Third A&R Advisory Agreement, the fixed portion of the base management fee increased from $18.0 million annually to (i) $21.0 million for the first year starting February 16, 2017, the effective date of the Third A&R Advisory Agreement, until February 16, 2018; (ii) $22.5 million for the second year starting February 17, 2018 until February 16, 2019; and (iii) $24.0 million annually for the remainder of the term. If the Company acquires (whether by merger, consolidation or otherwise) any other REIT, that is advised by an entity that is wholly-owned, directly or indirectly, by AR Global, other than any joint ventures, (a “Specified Transaction”), the fixed portion of the base management fee will be increased by an amount equal to the consideration paid for the acquired company’s equity multiplied by 0.0031, 0.0047 and 0.0062 for years one, two and three and thereafter, respectively, following a Specified Transaction. The variable portion of the base management fee changed from a quarterly fee equal to 0.375% of the cumulative net proceeds of any equity raised (including certain convertible debt, proceeds from the Pre-Listing DRIP (if any) and any cumulative Core Earnings (as defined below) in excess of dividends paid on common stock but excluding equity based compensation and proceeds from a Specified Transaction) after the Company lists its common stock on a national securities exchange to a monthly fee equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity raised by the Company or its subsidiaries from and after February 16, 2017. Base management fees, including the variable portion, are included in asset management fees to related party on the consolidated statement of operations and comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018.
In addition, under the Third A&R Advisory Agreement, the Company is required to pay the Advisor a variable management fee. Prior to the Listing Date, the amount that was required to be paid was equal to the product of (1) the fully diluted shares of common stock outstanding multiplied by (2) (x) 15.0% of the applicable quarter’s Core Earnings per share in excess of $0.375 per share plus (y) 10.0% of the applicable quarter’s Core Earnings per share in excess of $0.50 per share, in each case as adjusted
35
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
for changes in the number of shares of common stock outstanding. On the Listing Date, the Company entered into an amendment to the Third A&R Advisory Agreement (the “Listing Amendment") which lowered the quarterly thresholds of Core Earnings per share the Company must reach in a particular quarter for the Advisor to receive a Variable Management Fee (as defined in the Third A&R Advisory Agreement) from $0.375 and $0.50 to $0.275 and $0.3125. The Listing Amendment also revised the definition of Adjusted Outstanding Shares (as defined in the Third A&R Advisory Agreement), which is used to calculate Core Earnings per share, to be based on the Company’s reported diluted weighted-average shares outstanding. The Company’s board of directors unanimously approved the Listing Amendment upon the unanimous recommendation of the Company’s nominating and corporate governance committee, which is comprised entirely of independent directors.
Core Earnings is defined as, for the applicable period, net income or loss computed in accordance with GAAP excluding non-cash equity compensation expense, the variable management fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in other comprehensive income (loss), or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses (in each case after discussions between the Advisor and the independent directors and the approval of a majority of the independent directors). The variable management fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor and the value of any share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. The Company did not incur a variable management fee during the three and six months ended June 30, 2019 and 2018.
Prior to the Listing, in aggregate, the Company’s board of directors had approved the cumulative issuance of 1,052,420 Class B Units to the Advisor. Pursuant to the terms of the A&R OP Agreement, the Advisor was entitled to receive dividends on unvested Class B Units equal to the dividend amount received on the same number of shares of the Company’s common stock. Such distributions on issued Class B Units were included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). As a result of the Listing and the prior determination by the Company’s board of directors that the applicable conditions under the A&R OP Agreement had been satisfied, the Class B Units vested in accordance with their terms. The Class B Units were converted into an equal number of Class A Units. In addition, effective at the Listing following this conversion and as approved by the Company’s board of directors, these Class A Units were redeemed for an equal number of newly issued shares of Class A common stock consistent with the redemption provisions contained in the Second A&R OP Agreement. As a result, the Company recorded a non-cash expense of approximately $15.8 million recorded in vesting and conversion of Class B Units in the consolidated statements of operations and comprehensive income (loss) for the three months ended September 30, 2018.
Property Management Fees
The Company has a property management agreement (the “Multi-Tenant Property Management Agreement”), a leasing agreement (the “Multi-Tenant Leasing Agreement”) and a net lease property management and leasing agreement (“Net Lease Property Management Agreement”) with the Property Manager. The Multi-Tenant Property Management Agreement, the Multi-Tenant Leasing Agreement and the Net Lease Property Management Agreement each became effective on February 16, 2017.
The Multi-Tenant Property Management Agreement provides that, unless a property is subject to a separate property management agreement with the Property Manager, the Property Manager is the sole and exclusive property manager for the Company’s multi-tenant properties, which are generally anchored, retail properties, such as power centers and lifestyle centers. In December 2017, in connection with a $210.0 million mortgage loan secured by 12 of the Company’s retail properties, the Company entered into 12 identical property management agreements with the Property Manager, the substantive terms of which are substantially identical to the terms of the Multi-Tenant Property Management Agreement, with the exception of the transition fees described below.
The Multi-Tenant Property Management Agreement provides that the Property Manager is entitled to a management fee equal to 4% of the gross rental receipts from the multi-tenant properties, including common area maintenance reimbursements, tax and insurance reimbursements, percentage rental payments, utility reimbursements, late fees, vending machine collections, service charges, rental interruption insurance, and a 15% administrative charge for common area expenses.
In addition, the Property Manager is entitled to transition fees of up to $2,500 for each multi-tenant property managed, a construction fee equal to 6% of construction costs incurred, if any, and reimbursement of all expenses specifically related to the
36
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
operation of a multi-tenant property, including compensation and benefits of property management, accounting, lease administration, executive and supervisory personnel of the Property Manager, and excluding expenses of the Property Manager’s corporate and general management office and excluding compensation and other expenses applicable to time spent on matters other than the multi-tenant properties.
Pursuant to the Multi-Tenant Leasing Agreement, the Company may, under certain circumstances and subject to certain conditions, pay the Property Manager a leasing fee for services in leasing multi-tenant properties to third parties.
The Company’s double- and triple-net leased single- tenant properties are managed by the Property Manager pursuant to the Net Lease Property Management Agreement, which permits the Property Manager to subcontract its duties to third parties and provides that the Company is responsible for all costs and expenses of managing the properties, except for general overhead and administrative expenses of the Property Manager.
The current terms of each of the Multi-Tenant Property Management Agreement, the Multi-Tenant Leasing Agreement and the Net Lease Property Management Agreement ends on October 1, 2019, with automatic renewal for successive one-year terms unless terminated 60 days prior to the end of a term or terminated for cause due to material breach of the agreement, fraud, criminal conduct or willful misconduct, insolvency or bankruptcy of the Property Manager.
Property Management and Services Agreement - Net Lease Mortgage Notes
In connection with the issuance of the Net Lease Mortgage Notes, subsidiaries of the Company have entered into the Property Management and Servicing Agreement, dated May 30, 2019 (the “PMSA”), with the Property Manager, KeyBank, as back-up property manager, and Citibank, N.A. as indenture trustee. Under the PMSA, the Property Manager is responsible for servicing and administering the properties and leases securing the Net Lease Mortgage Notes under ordinary and special circumstances, and, as the back-up property manager, KeyBank is responsible for, among other things, maintaining current servicing records and systems concerning the assets securing the Net Lease Mortgage Notes in order to enable it to assume the responsibilities of the Property Manager in the event the Property Manager is no longer the property manager and special servicer. Pursuant to the PMSA, the Property Manager may also be required to make reimbursable advances of principal and interest in respect of the Net Lease Mortgage Notes and reimbursable servicing advances in respect of the collateral to preserve and protect value under certain circumstances.
Pursuant to the PMSA, subsidiaries of the Company are required to pay the Property Manager a monthly fee equal to the product of (i) one-twelfth of 0.25%, and (ii) the aggregate allocated loan amounts of all the properties that serve as part of the collateral for the Net Lease Mortgage Notes, except for specially serviced properties. With respect to the specially serviced properties, the Property Manager is entitled to receive a workout fee or liquidation fee under certain circumstances based on 0.50% of applicable amounts recovered, as well as a monthly fee equal to the product of (i) one-twelfth of 0.75%, and (ii) the aggregate allocated loan amounts of all the specially serviced properties that serve as part of the collateral pool for the Net Lease Mortgage Notes. The Property Manager expects to retain KeyBank as a sub-manager pursuant to a separate sub-management agreement pursuant to which KeyBank would provide certain services the Property Manager is required to provide as property manager under the PMSA. Under the PMSA, the Property Manager has agreed to waive (i) the portion of the monthly fee related to the properties that are not specially serviced that is in excess of the amount to be paid to KeyBank as sub-manager pursuant to the sub-management agreement, (ii) the workout fee, (iii) the liquidation fee and (iv) the monthly fee related to the properties that are specially serviced, although the Property Manager retains the right to revoke these waivers at any time. The Property Manager is also entitled to receive additional servicing compensation related to certain fees and penalties under the leases it is responsible for under the PMSA.
The services provided by the Property Manager with respect to the double- and triple-net leased single tenant properties in the collateral pool and related property management fees are separate and independent from the property management services the Property Manager has provided and will continue to provide with respect to those properties pursuant to the Net lease Property Management Agreement.
37
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
Professional Fees and Other Reimbursements
The Company reimburses the Advisor’s costs of providing administrative services. During the three and six months ended June 30, 2019, the Company incurred $2.4 million and $5.1 million, respectively, of reimbursement expenses for the Advisor providing administrative services, which for the three and six months ended June 30, 2019 included $2.3 million and $4.9 million, respectively, related to salaries, wages, benefits and overhead for employees of the Advisor or its affiliates directly involved in the performance of services on behalf of the Company. During the three and six months ended June 30, 2018, the Company incurred$2.1 million and $4.0 million, respectively, of reimbursement expenses for the Advisor providing administrative services. These reimbursements are exclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor’s arrangements with Lincoln and the reimbursement includes reasonable overhead expenses, including the reimbursement of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor. These reimbursements are included in general and administrative expense on the consolidated statements of operations and comprehensive income (loss).
Pursuant to the Third A&R Advisory Agreement, including prior to Amendment No.2, the Company has been required to reimburse the Advisor for, among other things, reasonable salaries and wages, benefits and overhead of all employees of the Advisor or its affiliates, except for costs to the extent that the employees perform services for which the Advisor receives a separate fee. Under Amendment No.2, the Company is also required to reimburse the Advisor or its affiliates for the reasonable salaries and wages, benefits and overhead of the Company’s executive officers, except for any executive officer that is also a partner, member or equity owner of AR Global. In addition, pursuant to Amendment No. 2, the aggregate amount of expenses relating to salaries, wages and benefits, including for executive officers and all other employees of the Advisor or its affiliates (the “Capped Reimbursement Amount”), for any fiscal year, is limited to the greater of:
(a) $7.0 million (the “Fixed Component”) and
(b) the variable component (the “Variable Component”), which is defined in Amendment No. 2 as, for any fiscal year:
(i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in the year divided by four, which amount is then (ii) multiplied by 0.20%.
Both the Fixed Component and the Variable Component will also be increased by an annual cost of living adjustment equal to the portion of the Capped Reimbursement Amount (as determined above) multiplied by the greater of (x) 3.0% and (y) the CPI, as defined in Amendment No. 2, for the prior year ended December 31st.
In the event of a reduction in the Real Estate Cost by 25% or more pursuant to instructions from the Company’s board of directors, in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the Third A&R Advisory Agreement), then within 12 months following the disposition(s), the Advisor and the Company will enter into good faith negotiations to reset the Fixed Component; provided that if the proceeds of the disposition(s) are paid to shareholders of the Company as a special distribution or used to repay loans with no intent of subsequently re-financing and re-investing the proceeds thereof in investments, the Advisor and the Company will enter into good faith negotiations to reset the Fixed Component within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the reduced assets of the Company.
38
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
Summary of fees, expenses and related payables
The following table details amounts incurred and payable to related parties in connection with the operations-related services described above as of and for the periods presented. Amounts below are inclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor’s arrangements with Lincoln:
| Three Months Ended June 30, | Six Months Ended June 30, | Payable as of | |||||||||||||||||||||||
| (In thousands) | 2019 | 2018 | 2019 | 2018 | June 30, 2019 | December 31, 2018 | |||||||||||||||||||
| Non-recurring fees and reimbursements: | |||||||||||||||||||||||||
Acquisition cost reimbursements (1) | $ | 59 | $ | 53 | $ | 150 | $ | 171 | $ | 26 | $ | 70 | |||||||||||||
| Vesting and conversion of Class B Units | — | — | — | — | — | — | |||||||||||||||||||
| Ongoing fees: | |||||||||||||||||||||||||
| Asset management fees to related party | 6,335 | 5,837 | 12,373 | 11,446 | 11 | 95 | |||||||||||||||||||
Property management and leasing fees (2) | 2,628 | 2,532 | 5,318 | 4,605 | 1,176 | 1,272 | |||||||||||||||||||
Professional fees and other reimbursements (3) | 2,624 | 2,296 | 5,494 | 4,399 | (12 | ) | (4) | 1,197 | (4) | ||||||||||||||||
Distributions on Class B Units (3) (5) | — | 340 | — | 678 | — | — | |||||||||||||||||||
| Total related party operating fees and reimbursements | $ | 11,646 | $ | 11,058 | $ | 23,335 | $ | 21,299 | $ | 1,201 | $ | 2,634 | |||||||||||||
(1) Amounts for the six months ended June 30, 2019 and 2018 included in acquisition and transaction related expenses in the consolidated statements of operations and comprehensive income (loss).
(2) Amounts for the six months ended June 30, 2019 and 2018 are included in property operating expenses in the consolidated statements of operations and comprehensive income (loss).
(3) Amounts for the six months ended June 30, 2019 and 2018 are included in general and administrative expense in the consolidated statements of operations and comprehensive income (loss).
(4) Balance includes costs which were incurred and accrued due to American National Stock Transfer, LLC, a subsidiary of RCS Capital Corporation (“RCAP”), which at that time and prior to its bankruptcy filing was under common control with the Advisor. RCAP was also the parent company of Realty Capital Securities, LLC, the dealer manager in the Company’s initial public offering.
(5) Subsequent to the Listing the Class B Units were fully vested and converted to Class A Units, which were then redeemed for shares of Class A common stock. Distributions with respect to shares of Class A common stock are treated as equity distributions whereas distributions with respect to Class B Units were treated as additional compensation and expensed.
Listing Arrangements
Fees Incurred in Connection with a Listing
Pursuant to the A&R OP Agreement, in connection with the Listing, the OP was obligated to distribute to the Special Limited Partner a promissory note in an aggregate amount (the “Listing Amount”) equal to 15.0% of the difference (to the extent the result is a positive number) between:
| • | the sum of (i) the market value (as defined in the A&R OP Agreement) of the Company’s common stock plus (ii) the sum of all distributions or dividends (from any source) paid by the Company to its stockholders prior to the Listing; and |
| • | the sum of (i) the gross proceeds (“Gross Proceeds”) of all public and private offerings, including issuance of the Company’s common stock pursuant to a merger (including the Merger)or business combination (an “Offering”) as of the Listing Date plus (ii) the total amount of cash that, if distributed to those stockholders who purchased shares of the Company’s common stock in an Offering prior to the Listing, would have provided those stockholders a 6.0% cumulative, non-compounded, pre-tax annual return (based on a 365-day year) on the Gross Proceeds. |
Effective at the Listing, the OP entered into a listing note agreement with respect to this obligation (the “Listing Note”) with the Special Limited Partner and entered into a related subordination agreement (the “Subordination Agreement”) with the administrative agent under the Credit Facility, BMO Bank. The Listing Note evidences the OP’s obligation to distribute to the Special Limited Partner the Listing Amount, which will be calculated based on the Market Value of the Company’s common stock. The measurement period used to calculate the Market Value of the Company’s common stock will not be determinable until the end of the 30 consecutive trading days commencing on the 180th day following the date on which shares of Class B-2 common stock convert into shares of Class A common stock. Because the conversion of shares of Class B-2 common stock into shares of
39
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
Class A common stock occurred on January 9, 2019, the measurement period will be the 30 trading days commencing on July 8, 2019 and ending on August 16, 2019. Until the amount of the Listing Note can be determined, the Listing Note will be considered a liability which will be marked to fair value at each reporting date, with changes in the fair value recorded in the consolidated statements of operations and comprehensive income (loss). The fair value of the Listing Note at issuance and at June 30, 2019 was zero and was determined using a Monte Carlo simulation, which uses a combination of observable and unobservable inputs. If another liquidity event occurs prior to the end of the measurement period, the Listing Note provides for appropriate adjustment to the calculation of the Listing Amount. The Special Limited Partner has the right to receive distributions of Net Sales Proceeds (as defined in the Listing Note), until the Listing Note is paid in full; provided that, the Special Limited Partner has the right, but not the obligation, to convert its entire special limited partnership interest in the OP into Class A Units.
Multi-Year Outperformance Agreement
On the Listing Date, the Company granted a performance-based equity award to the Advisor in the form of a Master LTIP Unit pursuant to the 2018 OPP which, together with the Second A&R OP Agreement, superseded in all respects the general terms of the multi-year outperformance agreement and the amendment and restatement of the limited partnership agreement of the OP previously approved by the Company’s board of directors in April 2015 to be effective upon a listing of the Company’s common stock. On August 30, 2018, the Master LTIP Units automatically converted into 4,496,796 LTIP Units in accordance with its terms. For additional information on the 2018 OPP, see Note 12 — Equity-Based Compensation.
Note 11 — Economic Dependency
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology.
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.
Note 12 — Equity-Based Compensation
Equity Plans
Restricted Share Plan
Prior to the Listing, the Company’s board of directors had adopted an employee and director restricted share plan (the “RSP”), pursuant to which the Company could issue restricted shares and restricted stock units in respect of shares of common stock (“RSUs”) under specific award agreements to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company.
2018 Equity Plan
Effective at the Listing, the Company’s board of directors adopted an equity plan for the Advisor (the “Advisor Plan”) and an equity plan for individuals (the “Individual Plan” and together with the Advisor Plan, the “2018 Equity Plan”). The Advisor Plan is substantially similar to the Individual Plan, except with respect to the eligible participants. Participation in the Individual Plan is open to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. By contrast, participation in the Advisor Plan is only open to the Advisor.
The 2018 Equity Plan succeeded and replaced the existing RSP. Following the effectiveness of the 2018 Equity Plan at the Listing, no further awards will be issued under the RSP; provided, however, that any outstanding awards under the RSP, such as unvested restricted shares held by the Company’s independent directors, will remain outstanding in accordance with their terms and the terms of the RSP until all those awards are vested, forfeited, canceled, expired or otherwise terminated in accordance with their terms. The Company accounts for forfeitures when they occur. The 2018 Equity Plan, in addition to restricted shares and RSUs which were previously provided for the RSP, permits awards of options, stock appreciation rights, stock awards, LTIP Units and other equity awards. The 2018 Equity Plan has a term of 10 years, commencing on the Listing Date. Identical to the RSP, the number of shares of the Company’s capital stock available for awards under the 2018 Equity Plan, in the aggregate, is equal to 10.0% of the Company’s outstanding shares of common stock on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa. If any awards granted under the 2018 Equity Plan are forfeited for any reason, the number of forfeited shares is again available for purposes of granting awards under the 2018 Equity Plan.
40
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
Restricted Shares and RSUs
Restricted shares are shares of common stock awarded under terms that provide for vesting over a specified period of time. For restricted shares awarded prior to July 1, 2015 under the RSP, the awards would typically be forfeited with respect to the unvested restricted shares upon the termination of the recipient’s relationship with the Company. For restricted shares awarded on or after July 1, 2015 under the RSP and restricted shares awarded under the Individual Plan, the awards provide for accelerated vesting of the portion of the unvested restricted shares scheduled to vest in the year of the recipient’s termination of his or her position as a director of the Company due to a voluntary resignation or failure to be re-elected to the Company’s board of directors following nomination therefor. All unvested restricted shares also vest in the event of a Change of Control (as defined in the RSP or the Individual Plan) or a termination of a directorship without cause or as a result of death or disability. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash dividends prior to the time that the restrictions on the restricted shares have lapsed. Any dividends to holders of restricted shares payable in shares of common stock are subject to the same restrictions as the underlying restricted shares.
The following table reflects the activity of restricted shares for the six months ended June 30, 2019:
| Number of Shares of Common Stock | Weighted-Average Issue Price | |||||
| Unvested, December 31, 2018 | 136,234 | $ | 16.51 | |||
| Granted | 34,588 | 9.82 | ||||
| Vested | (2,531 | ) | 23.68 | |||
| Forfeited | — | — | ||||
| Unvested, June 30, 2019 | 168,291 | — | ||||
As of June 30, 2019, the Company had $1.6 million of unrecognized compensation cost related to unvested restricted share awards granted, which is expected to be recognized over a weighted-average period of 1.7 years.
The fair value of the restricted shares is being expensed in accordance with the service period required. Compensation expense related to restricted shares was approximately $0.3 million and $0.6 million for the three and six months ended June 30, 2019, respectively, and $65,000 and $91,000 for the three and six months ended June 30, 2018. Compensation expense related to restricted shares is included in Equity-based compensation on the accompanying consolidated statements of operations and comprehensive income (loss).
RSUs represent a contingent right to receive shares of common stock at a future settlement date, subject to satisfaction of applicable vesting conditions and other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the rights to the shares of common stock have vested. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders are generally credited with dividend or other distribution equivalents which are subject to the same vesting conditions and other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of common stock. The Company has not granted any RSUs, and no unvested RSUs were outstanding for the six months ended June 30, 2019.
Multi-Year Outperformance Agreement
On the Listing Date, the Company granted a performance-based equity award to the Advisor in the form of a Master LTIP Unit pursuant to the 2018 OPP. The Master LTIP Unit was automatically converted on August 30, 2018 (the “Effective Date”), the 30th trading day following the Listing Date, into 4,496,796 LTIP Units (the “Award LTIP Units”) equal to the quotient of $72.0 million divided by $16.0114, the ten-day trailing average closing price of Class A common stock on Nasdaq over the ten consecutive trading days immediately prior to the Effective Date (the “Initial Share Price”). The Effective Date was the grant date for accounting purposes. In accordance with the early adoption of ASU 2018-07 (see Note 2 — Summary of Significant Accounting Policies), the total fair value of the Award LTIP Units of $32.0 million was calculated and fixed as of the grant date, and will be recorded over the requisite service period of three years. In March 2019, the Company entered into an amendment to the 2018 OPP to reflect a change in the peer group resulting from the merger of one member of the peer group, Select Income REIT, with Government Properties Income Trust, with the entity surviving the merger renamed as Office Properties Income Trust. Under the accounting rules, the Company was required to calculate any excess of the new value of Award LTIP Units in accordance with the provisions of the amendment ($10.9 million) over the fair value immediately prior to the amendment ($8.1 million). This excess of
41
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
approximately $2.8 million is being expensed over the period from March 4, 2019, the date the Company’s compensation committee approved the amendment, through August 30, 2021.
As a result, during the three and six months ended June 30, 2019, the Company recorded equity-based compensation expense related to the Award LTIP Units of $3.0 million and $5.7 million, respectively, which is recorded in equity-based compensation — multi-year outperformance agreement in the unaudited consolidated statements of operations and comprehensive income (loss). As of June 30, 2019, the Company had $21.5 million of unrecognized compensation expense related the Award LTIP Units which is expected to be recognized over a period of 2.1 years.
The Award LTIP Units represent the maximum number of LTIP Units that may be earned by the Advisor during a performance period (the “Performance Period”) commencing on the Listing Date and ending on the earliest of (i) July 19, 2021, the third anniversary of the Listing Date, (ii) the effective date of any Change of Control (as defined in the 2018 OPP) and (iii) the effective date of any termination of the Advisor’s service as advisor of the Company.
Half of the Award LTIP Units (the “Absolute TSR LTIPs”) are eligible to be earned as of the last day of the Performance Period (the “Valuation Date”) if the Company achieves an absolute total stockholder return (“TSR”) for the Performance Period as follows:
| Performance Level | Absolute TSR | Percentage of Award LTIPs Earned | ||||||
| Below Threshold | Less than | 24 | % | — | % | |||
| Threshold | 24 | % | 25 | % | ||||
| Target | 30 | % | 50 | % | ||||
| Maximum | 36 | % | or higher | 100 | % | |||
If the Company’s absolute TSR is more than 24% but less than 30%, or more than 30% but less than 36%, the percentage of the Absolute TSR LTIPs earned is determined using linear interpolation as between those tiers, respectively.
Half of the Award LTIP Units (the “Relative TSR LTIPs”) are eligible to be earned as of the Valuation Date if the amount, expressed in terms of basis points, whether positive or negative, by which the Company’s absolute TSR on the Valuation Date exceeds the average TSR of a peer group as of the Valuation Date consisting of Colony Capital, Inc., Lexington Realty Trust, RPT Realty (formerly known as Ramco-Gershenson Properties Trust), Spirit Realty Capital, Inc. and Office Properties Income Trust as follows:
| Performance Level | Relative TSR Excess | Percentage of Relative TSR Award LTIPs Earned | ||||||
| Below Threshold | Less than | -600 | basis points | — | % | |||
| Threshold | -600 | basis points | 25 | % | ||||
| Target | — | basis points | 50 | % | ||||
| Maximum | +600 | basis points | 100 | % | ||||
If the relative TSR excess is more than -600 bps but less than 0 bps, or more than 0 bps but less than +600 bps, the percentage of the Relative TSR LTIPs earned is determined using linear interpolation as between those tiers, respectively.
Until an LTIP Unit is earned in accordance with the provisions of the 2018 OPP, the holder of the LTIP Unit will be entitled to distributions on the LTIP Unit equal to 10% of the distributions made per Class A Unit (other than distribution of sale proceeds). Distributions paid with respect to an LTIP Unit are not subject to forfeiture, even if the LTIP Unit is ultimately forfeited because it is not earned in accordance with the 2018 OPP. Moreover, the Master LTIP Unit was entitled, on the Effective Date, to receive a distribution equal to the product of 10% of the distributions made per Class A Unit during the period from the Listing Date to the Effective Date multiplied by the number of Award LTIP Units. For the six months ended June 30, 2019, the Company recorded distributions related to the LTIP Units of $0.2 million, which is recorded in the unaudited consolidated statement of changes in equity. After an LTIP Unit is earned, the holder will be entitled to a priority catch-up distribution per earned LTIP Unit equal to the aggregate distributions paid on a Class A Unit during the Performance Period, less the aggregate distributions paid on the LTIP Unit during the Performance Period. As of the Valuation Date, the earned LTIP Units will become entitled to receive the same distributions as are paid on Class A Units. At the time the Advisor’s capital account with respect to an LTIP Unit is economically
42
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
equivalent to the average capital account balance of a Class A Unit, the LTIP Unit has been earned and it has been vested for 30 days, the Advisor, in its sole discretion, will be entitled to convert the LTIP Unit into a Class A Unit in accordance with the Second A&R OP Agreement. In accordance with, and subject to the terms of, the Second A&R OP Agreement, Class A Units may be redeemed on a one-for-one basis for, at the Company’s election, shares of Class A common stock or the cash equivalent thereof.
If the Valuation Date is the effective date of a Change of Control or a termination of the Advisor without Cause (as defined in the Third A&R Advisory Agreement), then calculations relating to the number of LTIP Units earned pursuant to the 2018 OPP will be performed based on actual performance as of (and including) the effective date of the Change of Control or termination (as applicable) based on the performance through the last trading day prior to the effective date of the Change of Control or termination (as applicable), with the hurdles for calculating absolute TSR pro-rated to reflect that the Performance Period lasted less than three years but without pro-rating the number of Absolute TSR LTIPs or Relative TSR LTIPs the Advisor would be eligible to earn to reflect the shortened period.
If the Valuation Date is the effective date of a termination of the Advisor with Cause, then calculations relating to the number of LTIP Units earned pursuant to the 2018 OPP will also be performed based on actual performance as of (and including) the effective date of the termination based on the performance through the last trading day prior to the effective date of the termination, with the hurdles for calculating absolute TSR pro-rated to reflect that the Performance Period lasted less than three years and with the number of Absolute TSR LTIPss or Relative TSR LTIPs the Advisor would be eligible to earn also pro-rated to reflect the shortened period.
The award of LTIP Units under the 2018 OPP is administered by the compensation committee, provided that any of the compensation committee’s powers can be exercised instead by the Company’s board of directors if the board of directors so elects. Following the Valuation Date, the compensation committee is responsible for determining the number of Absolute TSR LTIPs and Relative TSR LTIPs earned, as calculated by an independent consultant engaged by the compensation committee and as approved by the compensation committee in its reasonable and good faith discretion. The compensation committee also must approve the transfer of any Absolute TSR LTIPs and Relative TSR LTIPs (or Class A Units into which they may be converted in accordance with the terms of the A&R LPA).
LTIP Units earned as of the Valuation Date will also become vested as of the Valuation Date. Any LTIP Units that are not earned and vested after the compensation committee makes the required determination will automatically and without notice be forfeited without the payment of any consideration by the Company or the OP, effective as of the Valuation Date.
Director Compensation
Effective on the Listing Date, the Company’s board of directors approved a new director compensation program, which replaced the Company’s existing director compensation program and superseded in all respects the director compensation previously approved by the Company’s board of directors in April 2015. Under the new director compensation program, each of the Company’s directors received a one-time retention grant on September 5, 2018 of 21,234 restricted shares, representing the number of restricted shares equal to the quotient of $340,000 divided by the Initial Share Price, vesting annually over a three-year period commencing on the Listing Date in equal installments. In addition, under the new director compensation program, on a regular basis, each independent director receives an annual cash retainer of $60,000 and, in connection with each of the Company’s annual meetings of stockholders, a grant of $85,000 in restricted shares, vesting on the one-year anniversary of the annual meeting. Also, members of the Company’s board of directors will no longer be receiving fees for attending meetings or taking actions by written consent. Because the independent directors did not receive an annual grant of restricted shares in connection with the Company’s 2018 annual meeting of stockholders pursuant to the Company’s existing director compensation program, on September 5, 2018 the independent directors received a grant of 5,308 restricted shares pursuant to the new director compensation program, representing the number of restricted shares equal to the quotient of $85,000 divided by the Initial Share price, vesting on the first anniversary of the Listing Date.
The lead independent director receives an additional annual cash retainer of $100,000, the chair of the audit committee of the Company’s board of directors receives an additional annual cash retainer of $30,000, each other member of the audit committee receives an additional annual cash retainer of $15,000, the chair of each of the compensation committee and the nominating and corporate governance committee of the Company’s board of directors receives an additional annual cash retainer of $15,000, and each other member of each of the compensation committee and the nominating and corporate governance committee will receive an additional annual cash retainer of $10,000.
43
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
Other Equity-Based Compensation
The Company may issue common stock in lieu of cash to pay fees earned by the Company’s directors at each director’s election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no shares of common stock issued to directors in lieu of cash compensation during the six months ended June 30, 2019 and 2018.
Note 13 — Net Income (Loss) Per Share
The following table sets forth the basic and diluted net income (loss) per share computations:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (In thousands, except share and per share amounts) | 2019 | 2018 | 2019 | 2018 | ||||||||||||
| Net (loss) income attributable to common stockholders — Basic and Diluted | $ | 7,884 | $ | (12,041 | ) | $ | 4,657 | $ | 3,360 | |||||||
| Weighted-average shares outstanding — Basic | 106,075,741 | 105,028,459 | 106,076,162 | 105,111,959 | ||||||||||||
| Unvested restricted shares | 145,615 | — | 140,829 | 14,483 | ||||||||||||
| OP Units | 172,921 | — | 172,921 | 203,612 | ||||||||||||
| Weighted-average shares outstanding — Diluted | 106,394,277 | 105,028,459 | 106,389,912 | 105,330,054 | ||||||||||||
| Net (loss) income per share attributable to common stockholders — Basic | $ | 0.07 | $ | (0.11 | ) | $ | 0.04 | $ | 0.03 | |||||||
| Net (loss) income per share attributable to common stockholders — Diluted | $ | 0.07 | $ | (0.11 | ) | $ | 0.04 | $ | 0.03 | |||||||
Diluted net income (loss) per share assumes the vesting or conversion of restricted shares and Class A Units into an equivalent number of unrestricted shares of common stock and the conversion of Class B Units, prior to their vesting and conversion into Class A Units which were redeemed for shares of Class A common stock in connection with the Listing (see Note 10 - Related Party Transactions and Arrangements for additional information), unless the effect is antidilutive. The Company had the following restricted shares, Class A Units, Class B Units and LTIP Units on a weighted-average basis that were excluded from the calculation of diluted net loss per share as their effect would have been antidilutive for the periods presented, or in the case of Class B Units, certain contingencies had not been met as of June 30, 2018:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||
Unvested restricted shares (1) | — | 13,455 | — | — | ||||||||
Class A Units (2) | — | 203,612 | — | — | ||||||||
Class B Units (3) | — | 1,052,420 | — | 1,052,420 | ||||||||
LTIP Units (4) | 4,496,796 | — | 4,496,796 | — | ||||||||
| Total | 4,496,796 | 1,269,487 | 4,496,796 | 1,052,420 | ||||||||
_______
(1) | Weighted-average number of shares of unvested restricted shares outstanding for the periods presented. There were 169,032 and 9,088 unvested restricted shares outstanding as of June 30, 2019 and 2018, respectively. |
(2) | Weighted-average number of OP Units outstanding for the periods presented. There were 172,921 and 203,612 Class A Units outstanding as of June 30, 2019 and 2018, respectively. |
(3) | Weighted-average number of Class B Units outstanding for the periods presented. There were no Class B Units outstanding as of June 30, 2019 and 1,052,420 Class B Units outstanding as of June 30, 2018. |
(4) | Weighted-average number of LTIP Units outstanding for the periods presented. There were 4,496,796 LTIP Units outstanding as of June 30, 2019 and none outstanding as of June 30, 2018. |
44
AMERICAN FINANCE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
(Unaudited)
Conditionally issuable shares relating to the 2018 OPP award (see Note 12 — Equity-Based Compensation) are included in the computation of fully diluted EPS on a weighted average basis for the year ended December 31, 2018 based on shares that would be issued if the balance sheet date were the end of the measurement period. No LTIP Unit share equivalents were included in the computation for the three and six months ended June 30, 2019 because no LTIP Units would have been earned based on the stock price at June 30, 2019. There were no LTIP Units outstanding during the three and six months ended June 30, 2018.
Note 14 — Subsequent Events
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any material events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements except for the following disclosures:
Dispositions
Subsequent to June 30, 2019, the Company sold one property with an aggregate contract sale price of approximately $80 thousand.
Common Stock Dividend Declaration
On July1, 2019, the Company declared a dividend of $0.0916667 (based on the annualized rate of $1.10 per share) on each share of Class A common stock payable on July 15, 2019, August 15, 2019 and September 16, 2019 to holders of record of shares of the Class A common stock at the close of business on July 11, 2019, August 8, 2019 and September 9, 2019, respectively.
45
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of American Finance Trust, Inc. and the notes thereto. As used herein, the terms “Company,” “we,” “our” and “us” refer to American Finance Trust, Inc., a Maryland corporation, including, as required by context, American Finance Operating Partnership, L.P., a Delaware limited partnership, which we refer to as the “OP,” and its subsidiaries. We are externally managed by American Finance Advisors, LLC (our “Advisor”), a Delaware limited liability company.
Forward-Looking Statements
Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of us, our Advisor and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:
| • | All of our executive officers are also officers, managers, employees or holders of a direct or indirect controlling interest in the Advisor or other entities under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”). As a result, our executive officers, the Advisor and its affiliates face conflicts of interest, including significant conflicts created by the Advisor’s compensation arrangements with us and other investment programs advised by affiliates of AR Global and conflicts in allocating time among these entities and us, which could negatively impact our operating results. |
| • | The trading price of our Class A common stock and 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), may fluctuate significantly. |
| • | Lincoln Retail REIT Services, LLC (“Lincoln”) and its affiliates, which provide services to the Advisor in connection with our retail portfolio, faces conflicts of interest in allocating its employees’ time between providing real estate-related services to the Advisor and other programs and activities in which they are presently involved or may be involved in the future. |
| • | The performance of our retail portfolio is linked to the market for retail space generally and factors that may impact our retail tenants, such as the increasing use of the Internet by retailers and consumers. |
| • | Our rental revenue is dependent upon the success and economic viability of our tenants. |
| • | We may be unable to enter into and consummate property acquisitions on advantageous terms or our property acquisitions may not perform as we expect. |
| • | Provisions in our revolving unsecured corporate credit facility (our “Credit Facility”) may limit our ability to pay dividends on our Class A common stock, our Series A Preferred Stock or any other stock we may issue. |
| • | We have not generated, and in the future may not generate, operating cash flows sufficient to fund all of the dividends we pay our stockholders, and, as such, we may be forced to fund dividends from other sources, including borrowings, which may not be available on favorable terms, or at all. |
| • | We may be unable to pay or maintain cash dividends at the current rate or increase dividends over time. |
| • | We are obligated to pay fees, which may be substantial, to the Advisor and its affiliates. |
| • | Our operating results are affected by economic and regulatory changes that have an adverse impact on the real estate market in general, and we are subject to risks associated with any dislocation or liquidity disruptions that may exist or occur in global financial markets, including the credit markets of the United States of America. |
| • | We may fail to continue to qualify to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, which would result in higher taxes, may adversely affect our operations and would reduce the value of an investment in our common stock and our cash available for dividends. |
46
Overview
We are a diversified REIT focused on acquiring and managing a diversified portfolio of primarily service-oriented and traditional retail and distribution related commercial real estate properties in the U.S. We own a diversified portfolio of commercial properties comprised primarily of freestanding single-tenant properties that are net leased to investment grade and other creditworthy tenants and a portfolio of multi-tenant retail properties consisting primarily of power centers and lifestyle centers. We intend to focus our future acquisitions primarily on net leased service retail properties, defined as single-tenant retail properties leased to tenants in the retail banking, restaurant, grocery, pharmacy, gas, convenience, fitness, and auto services sectors. As of June 30, 2019, we owned 704 properties, comprised of 17.7 million rentable square feet, which were 93.4% leased, including 671 single-tenant net leased commercial properties (633 of which are retail properties) and 33 multi-tenant retail properties.
We are a Maryland corporation, incorporated on January 22, 2013, that elected to be taxed as a real estate investment trust for U.S. federal income tax purposes (“REIT”) beginning with the taxable year ended December 31, 2013. Substantially all of our business is conducted through the OP.
On July 19, 2018 (the “Listing Date”), we listed shares of our common stock, which had been renamed “Class A common stock” in connection with a series of corporate actions effected earlier in July 2018, on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “AFIN” (the “Listing”). To effect the Listing, and to address the potential for selling pressure that may have existed at the outset of listing, we listed only shares of Class A common stock, which represented approximately 50% of our outstanding shares of common stock, on Nasdaq on the Listing Date. Our two other classes of outstanding stock at the time of the Listing were Class B-1 common stock, which comprised approximately 25% of our outstanding shares of common stock at that time, and Class B-2 common stock, which comprised approximately 25% of our outstanding shares of common stock at that time. In accordance with their terms, all shares of Class B-1 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on October 10, 2018 and all shares of Class B-2 common stock automatically converted into shares of Class A common stock and were listed on Nasdaq on January 9, 2019. As of June 30, 2019, we had 106.2 million shares of Class A common stock outstanding, representing all shares of common stock outstanding. For additional information, see Note 8 — Stockholders’ Equity to our consolidated financial statements in this Quarterly Report on Form 10-Q.
In March 2019, we listed shares of Series A Preferred Stock on Nasdaq under the symbol “AFINP” in connection with the initial public offering of Series A Preferred Stock.
We have no employees. We have retained the Advisor to manage our affairs on a day-to-day basis. American Finance Properties, LLC (the “Property Manager”) serves as our property manager. The Advisor and the Property Manager are under common control with AR Global, and these related parties of ours receive compensation, fees and expense reimbursements for services related to managing our business. Lincoln and its affiliates provide services to the Advisor in connection with our multi-tenant retail properties that are not net leased. The Advisor has informed us that the Advisor has agreed to pass through to Lincoln a portion of the fees and other expense reimbursements otherwise payable to the Advisor or its affiliates by us for services rendered by Lincoln. We are not a party to any contract with, and have no obligation to Lincoln.
Significant Accounting Estimates and Critical Accounting Policies
For a discussion about our significant accounting estimates and critical accounting policies, see the “Significant Accounting Estimates and Critical Accounting Policies” section of our 2018 Annual Report on Form 10-K. Except for those required by new accounting pronouncements discussed below, there have been no material changes from these significant accounting estimates and critical accounting policies.
Recently Issued Accounting Pronouncements
Please see Note 2 — Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements to our consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.
47
Properties
The following table represents certain additional information about the properties we own at June 30, 2019:
| Portfolio | Acquisition Date | Number of Properties | Rentable Square Feet (In thousands) | Remaining Lease Term (1) | Percentage Leased | |||||
| Dollar General I | Apr 2013; May 2013 | 2 | 18 | 8.8 | 100.0% | |||||
| Walgreens I | Jul 2013 | 1 | 11 | 18.3 | 100.0% | |||||
| Dollar General II | Jul 2013 | 2 | 18 | 8.9 | 100.0% | |||||
| AutoZone I | Jul 2013 | 1 | 7 | 8.1 | 100.0% | |||||
| Dollar General III | Jul 2013 | 5 | 46 | 8.9 | 100.0% | |||||
| BSFS I | Jul 2013 | 1 | 9 | 4.6 | 100.0% | |||||
| Dollar General IV | Jul 2013 | 2 | 18 | 6.7 | 100.0% | |||||
| Tractor Supply I | Aug 2013 | 1 | 19 | 8.4 | 100.0% | |||||
| Dollar General V | Aug 2013 | 1 | 12 | 8.6 | 100.0% | |||||
| Mattress Firm I | Aug 2013; Nov 2013; Feb 2014; Mar 2014; Apr 2014 | 5 | 24 | 7.6 | 100.0% | |||||
| Family Dollar I | Aug 2013 | 1 | 8 | 2.0 | 100.0% | |||||
| Lowe's I | Aug 2013 | 5 | 671 | 9.9 | 100.0% | |||||
| O'Reilly Auto Parts I | Aug 2013 | 1 | 11 | 11.0 | 100.0% | |||||
| Food Lion I | Aug 2013 | 1 | 45 | 10.3 | 100.0% | |||||
| Family Dollar II | Aug 2013 | 1 | 8 | 4.0 | 100.0% | |||||
| Walgreens II | Aug 2013 | 1 | 14 | 13.8 | 100.0% | |||||
| Dollar General VI | Aug 2013 | 1 | 9 | 6.7 | 100.0% | |||||
| Dollar General VII | Aug 2013 | 1 | 9 | 8.8 | 100.0% | |||||
| Family Dollar III | Aug 2013 | 1 | 8 | 3.3 | 100.0% | |||||
| Chili's I | Aug 2013 | 2 | 13 | 6.4 | 100.0% | |||||
| CVS I | Aug 2013 | 1 | 10 | 6.6 | 100.0% | |||||
| Joe's Crab Shack I | Aug 2013 | 1 | 8 | 7.8 | 100.0% | |||||
| Dollar General VIII | Sep 2013 | 1 | 9 | 9.1 | 100.0% | |||||
| Tire Kingdom I | Sep 2013 | 1 | 7 | 5.8 | 100.0% | |||||
| AutoZone II | Sep 2013 | 1 | 7 | 3.9 | 100.0% | |||||
| Family Dollar IV | Sep 2013 | 1 | 8 | 4.0 | 100.0% | |||||
| Fresenius I | Sep 2013 | 1 | 6 | 6.0 | 100.0% | |||||
| Dollar General IX | Sep 2013 | 1 | 9 | 5.8 | 100.0% | |||||
| Advance Auto I | Sep 2013 | 1 | 11 | 4.0 | 100.0% | |||||
| Walgreens III | Sep 2013 | 1 | 15 | 6.8 | 100.0% | |||||
| Walgreens IV | Sep 2013 | 1 | 14 | 5.3 | 100.0% | |||||
| CVS II | Sep 2013 | 1 | 14 | 17.6 | 100.0% | |||||
| Arby's I | Sep 2013 | 1 | 3 | 9.0 | 100.0% | |||||
| Dollar General X | Sep 2013 | 1 | 9 | 8.8 | 100.0% | |||||
| AmeriCold I | Sep 2013 | 9 | 1,407 | 8.2 | 100.0% | |||||
| Home Depot I | Sep 2013 | 2 | 1,315 | 7.6 | 100.0% | |||||
| New Breed Logistics I | Sep 2013 | 1 | 390 | 2.3 | 100.0% | |||||
| SunTrust Bank I | Sep 2013 | 19 | 102 | 8.9 | 100.0% | |||||
| National Tire & Battery I | Sep 2013 | 1 | 11 | 4.4 | 100.0% | |||||
| Circle K I | Sep 2013 | 19 | 55 | 9.3 | 100.0% | |||||
| Walgreens V | Sep 2013 | 1 | 14 | 8.2 | 100.0% | |||||
| Walgreens VI | Sep 2013 | 1 | 15 | 9.8 | 100.0% | |||||
| FedEx Ground I | Sep 2013 | 1 | 22 | 3.9 | 100.0% | |||||
| Walgreens VII | Sep 2013 | 8 | 113 | 10.0 | 100.0% | |||||
| O'Charley's I | Sep 2013 | 20 | 136 | 12.3 | 100.0% | |||||
| Krystal I | Sep 2013 | 6 | 13 | 10.2 | 100.0% | |||||
| 1st Constitution Bancorp I | Sep 2013 | 1 | 5 | 4.6 | 100.0% | |||||
48
| Portfolio | Acquisition Date | Number of Properties | Rentable Square Feet (In thousands) | Remaining Lease Term (1) | Percentage Leased | |||||
| American Tire Distributors I | Sep 2013 | 1 | 125 | 4.6 | 100.0% | |||||
| Tractor Supply II | Oct 2013 | 1 | 24 | 4.3 | 100.0% | |||||
| United Healthcare I | Oct 2013 | 1 | 400 | 2.0 | 100.0% | |||||
| National Tire & Battery II | Oct 2013 | 1 | 7 | 12.9 | 100.0% | |||||
| Tractor Supply III | Oct 2013 | 1 | 19 | 8.8 | 100.0% | |||||
| Mattress Firm II | Oct 2013 | 1 | 4 | 10.3 | 100.0% | |||||
| Dollar General XI | Oct 2013 | 1 | 9 | 7.8 | 100.0% | |||||
| Talecris Plasma Resources I | Oct 2013 | 1 | 22 | 3.8 | 100.0% | |||||
| Amazon I | Oct 2013 | 1 | 79 | 4.1 | 100.0% | |||||
| Fresenius II | Oct 2013 | 2 | 16 | 8.1 | 100.0% | |||||
| Dollar General XII | Nov 2013; Jan 2014 | 2 | 18 | 9.5 | 100.0% | |||||
| Dollar General XIII | Nov 2013 | 1 | 9 | 6.8 | 100.0% | |||||
| Advance Auto II | Nov 2013 | 2 | 14 | 3.9 | 100.0% | |||||
| FedEx Ground II | Nov 2013 | 1 | 49 | 4.1 | 100.0% | |||||
| Burger King I | Nov 2013 | 41 | 168 | 14.4 | 100.0% | |||||
| Dollar General XIV | Nov 2013 | 3 | 27 | 8.9 | 100.0% | |||||
| Dollar General XV | Nov 2013 | 1 | 9 | 9.3 | 100.0% | |||||
| FedEx Ground III | Nov 2013 | 1 | 24 | 4.2 | 100.0% | |||||
| Dollar General XVI | Nov 2013 | 1 | 9 | 6.4 | 100.0% | |||||
| Family Dollar V | Nov 2013 | 1 | 8 | 3.8 | 100.0% | |||||
| CVS III | Dec 2013 | 1 | 11 | 4.6 | 100.0% | |||||
| Mattress Firm III | Dec 2013 | 1 | 5 | 9.0 | 100.0% | |||||
| Arby's II | Dec 2013 | 1 | 3 | 8.8 | 100.0% | |||||
| Family Dollar VI | Dec 2013 | 2 | 17 | 4.6 | 100.0% | |||||
| SAAB Sensis I | Dec 2013 | 1 | 91 | 5.8 | 100.0% | |||||
| Citizens Bank I | Dec 2013 | 9 | 35 | 4.5 | 100.0% | |||||
| SunTrust Bank II | Jan 2014 | 19 | 94 | 9.3 | 100.0% | |||||
| Mattress Firm IV | Jan 2014 | 1 | 5 | 5.2 | 100.0% | |||||
| FedEx Ground IV | Jan 2014 | 1 | 59 | 4.0 | 100.0% | |||||
| Mattress Firm V | Jan 2014 | 1 | 6 | 4.3 | 100.0% | |||||
| Family Dollar VII | Feb 2014 | 1 | 8 | 5.0 | 100.0% | |||||
| Aaron's I | Feb 2014 | 1 | 8 | 4.2 | 100.0% | |||||
| AutoZone III | Feb 2014 | 1 | 7 | 3.8 | 100.0% | |||||
| C&S Wholesale Grocer I | Feb 2014 | 1 | 360 | 3.0 | 100.0% | |||||
| Advance Auto III | Feb 2014 | 1 | 6 | 5.2 | 100.0% | |||||
| Family Dollar VIII | Mar 2014 | 3 | 25 | 4.1 | 100.0% | |||||
| Dollar General XVII | Mar 2014; May 2014 | 3 | 27 | 8.8 | 100.0% | |||||
| SunTrust Bank III | Mar 2014 | 82 | 478 | 10.4 | 89.0% | |||||
| SunTrust Bank IV | Mar 2014 | 13 | 75 | 10.7 | 100.0% | |||||
| Dollar General XVIII | Mar 2014 | 1 | 9 | 8.8 | 100.0% | |||||
| Sanofi US I | Mar 2014 | 1 | 737 | 13.5 | 100.0% | |||||
| Family Dollar IX | Apr 2014 | 1 | 8 | 4.8 | 100.0% | |||||
| Stop & Shop I | May 2014 | 7 | 492 | 7.5 | 100.0% | |||||
| Bi-Lo I | May 2014 | 1 | 56 | 6.5 | 100.0% | |||||
| Dollar General XIX | May 2014 | 1 | 12 | 9.2 | 100.0% | |||||
| Dollar General XX | May 2014 | 5 | 49 | 7.8 | 100.0% | |||||
| Dollar General XXI | May 2014 | 1 | 9 | 9.2 | 100.0% | |||||
| Dollar General XXII | May 2014 | 1 | 11 | 7.8 | 100.0% | |||||
| FedEx Ground V | Feb 2016 | 1 | 46 | 6.1 | 100.0% | |||||
| FedEx Ground VI | Feb 2016 | 1 | 121 | 6.2 | 100.0% | |||||
| FedEx Ground VII | Feb 2016 | 1 | 42 | 6.3 | 100.0% | |||||
49
| Portfolio | Acquisition Date | Number of Properties | Rentable Square Feet (In thousands) | Remaining Lease Term (1) | Percentage Leased | |||||
| FedEx Ground VIII | Feb 2016 | 1 | 79 | 6.3 | 100.0% | |||||
| Liberty Crossing | Feb 2017 | 1 | 106 | 4.3 | 90.9% | |||||
| San Pedro Crossing | Feb 2017 | 1 | 202 | 3.5 | 59.9% | |||||
| Tiffany Springs MarketCenter | Feb 2017 | 1 | 265 | 5.9 | 87.6% | |||||
| The Streets of West Chester | Feb 2017 | 1 | 237 | 9.7 | 93.8% | |||||
| Prairie Towne Center | Feb 2017 | 1 | 289 | 3.9 | 40.8% | |||||
| Southway Shopping Center | Feb 2017 | 1 | 182 | 3.8 | 88.5% | |||||
| Stirling Slidell Centre | Feb 2017 | 1 | 134 | 3.1 | 48.5% | |||||
| Northwoods Marketplace | Feb 2017 | 1 | 236 | 2.8 | 96.5% | |||||
| Centennial Plaza | Feb 2017 | 1 | 234 | 4.2 | 77.8% | |||||
| Northlake Commons | Feb 2017 | 1 | 109 | 2.6 | 86.6% | |||||
| Shops at Shelby Crossing | Feb 2017 | 1 | 236 | 3.5 | 97.6% | |||||
| Shoppes of West Melbourne | Feb 2017 | 1 | 144 | 2.9 | 97.3% | |||||
| The Centrum | Feb 2017 | 1 | 271 | 4.9 | 58.4% | |||||
| Shoppes at Wyomissing | Feb 2017 | 1 | 103 | 3.0 | 89.4% | |||||
| Southroads Shopping Center | Feb 2017 | 1 | 438 | 4.2 | 71.2% | |||||
| Parkside Shopping Center | Feb 2017 | 1 | 182 | 4.1 | 96.1% | |||||
| Colonial Landing | Feb 2017 | 1 | 264 | 5.8 | 81.9% | |||||
| The Shops at West End | Feb 2017 | 1 | 382 | 7.5 | 73.0% | |||||
| Township Marketplace | Feb 2017 | 1 | 299 | 3.9 | 86.5% | |||||
| Cross Pointe Centre | Feb 2017 | 1 | 226 | 9.6 | 100.0% | |||||
| Towne Centre Plaza | Feb 2017 | 1 | 94 | 3.8 | 100.0% | |||||
| Village at Quail Springs | Feb 2017 | 1 | 100 | 7.9 | 100.0% | |||||
| Pine Ridge Plaza | Feb 2017 | 1 | 239 | 3.6 | 97.5% | |||||
| Bison Hollow | Feb 2017 | 1 | 135 | 4.4 | 100.0% | |||||
| Jefferson Commons | Feb 2017 | 1 | 206 | 7.1 | 93.7% | |||||
| Northpark Center | Feb 2017 | 1 | 318 | 5.5 | 99.2% | |||||
| Anderson Station | Feb 2017 | 1 | 244 | 4.0 | 99.5% | |||||
| Patton Creek | Feb 2017 | 1 | 491 | 3.7 | 85.9% | |||||
| North Lakeland Plaza | Feb 2017 | 1 | 171 | 1.2 | 96.3% | |||||
| Riverbend Marketplace | Feb 2017 | 1 | 143 | 4.6 | 91.6% | |||||
| Montecito Crossing | Feb 2017 | 1 | 180 | 3.6 | 92.9% | |||||
| Best on the Boulevard | Feb 2017 | 1 | 205 | 3.9 | 91.0% | |||||
| Shops at RiverGate South | Feb 2017 | 1 | 141 | 6.3 | 100.0% | |||||
| Dollar General XXIII | Mar 2017; May 2017; Jun 2017 | 8 | 72 | 10.1 | 100.0% | |||||
| Jo-Ann Fabrics I | Apr 2017 | 1 | 18 | 5.6 | 100.0% | |||||
| Bob Evans I | Apr 2017 | 23 | 117 | 17.8 | 100.0% | |||||
| FedEx Ground IX | May 2017 | 1 | 54 | 6.9 | 100.0% | |||||
| Chili's II | May 2017 | 1 | 6 | 8.3 | 100.0% | |||||
| Sonic Drive In I | Jun 2017 | 2 | 3 | 13.0 | 100.0% | |||||
| Bridgestone HOSEPower I | Jun 2017 | 2 | 41 | 10.1 | 100.0% | |||||
| Bridgestone HOSEPower II | Jul 2017 | 1 | 25 | 10.3 | 100.0% | |||||
| FedEx Ground X | Jul 2017 | 1 | 142 | 8.0 | 100.0% | |||||
| Chili's III | Aug 2017 | 1 | 6 | 8.3 | 100.0% | |||||
| FedEx Ground XI | Sep 2017 | 1 | 29 | 8.0 | 100.0% | |||||
| Hardee's I | Sep 2017 | 4 | 13 | 18.3 | 100.0% | |||||
| Tractor Supply IV | Oct 2017 | 2 | 51 | 7.4 | 100.0% | |||||
| Circle K II | Nov 2017 | 6 | 20 | 18.0 | 100.0% | |||||
| Sonic Drive In II | Nov 2017 | 20 | 31 | 18.4 | 100.0% | |||||
| Bridgestone HOSEPower III | Dec 2017 | 1 | 21 | 11.0 | 100.0% | |||||
| Sonny's BBQ I | Jan 2018 | 3 | 19 | 14.6 | 100.0% | |||||
50
| Portfolio | Acquisition Date | Number of Properties | Rentable Square Feet (In thousands) | Remaining Lease Term (1) | Percentage Leased | |||||
| Mountain Express I | Jan 2018 | 9 | 30 | 18.5 | 100.0% | |||||
| Kum & Go I | Feb 2018 | 1 | 5 | 8.9 | 100.0% | |||||
| DaVita I | Feb 2018 | 2 | 13 | 6.7 | 100.0% | |||||
| White Oak I | Mar 2018 | 9 | 22 | 18.8 | 100.0% | |||||
| Mountain Express II | Jun 2018 | 15 | 59 | 18.8 | 100.0% | |||||
| Dialysis I | Jul 2018 | 7 | 65 | 8.9 | 100.0% | |||||
| Children of America I | Aug 2018 | 2 | 33 | 14.2 | 79.7% | |||||
| Burger King II | Aug 2018 | 1 | 3 | 14.2 | 100.0% | |||||
| White Oak II | Aug 2018 | 9 | 18 | 18.4 | 100.0% | |||||
| Bob Evans II | Aug 2018 | 22 | 112 | 17.8 | 100.0% | |||||
| Mountain Express III | Sep 2018 | 14 | 47 | 19.1 | 100.0% | |||||
| Taco John's | Sep 2018 | 7 | 15 | 14.3 | 100.0% | |||||
| White Oak III | Oct 2018 | 1 | 4 | 19.4 | 100.0% | |||||
| DaVita II | Oct 2018 | 1 | 10 | 8.2 | 100.0% | |||||
| Pizza Hut I | Oct 2018 | 9 | 23 | 14.3 | 100.0% | |||||
| Little Caesars I | Dec 2018 | 11 | 19 | 19.5 | 100.0% | |||||
| Caliber Collision I | Dec 2018 | 3 | 48 | 12.8 | 100.0% | |||||
| Tractor Supply V | Dec 2018; Mar 2019 | 5 | 97 | 12.2 | 100.0% | |||||
| Fresenius III | Jan 2019 | 6 | 44 | 7.9 | 100.0% | |||||
| Pizza Hut II | Jan 2019 | 31 | 90 | 19.6 | 100.0% | |||||
| Mountain Express IV | Feb 2019 | 8 | 28 | 19.6 | 100.0% | |||||
| Mountain Express V | Feb 2019; Mar 2019; Apr 2019 | 18 | 96 | 19.7 | 93.6% | |||||
| Fresenius IV | Mar 2019 | 1 | 9 | 12.4 | 100.0% | |||||
| Mountain Express VI | Jun 2019 | 1 | 3 | 19.6 | 100.0% | |||||
| IMTAA | May 2019 | 11 | 37 | 19.9 | 100.0% | |||||
| Pizza Hut III | May 2019; Jun 2019 | 13 | 45 | 19.9 | 100.0% | |||||
| Fresenius V | Jun 2019 | 2 | 19 | 12.9 | 100.0% | |||||
| Fresenius VI | Jun 2019 | 1 | 10 | 7.5 | 100.0% | |||||
| Fresenius VII | Jun 2019 | 3 | 59 | 11.2 | 50.1% | |||||
| 704 | 17,674 | 9.0 | 93.4% | |||||||
(1) | Remaining lease term in years as of June 30, 2019. If the portfolio has multiple properties with varying lease expirations, remaining lease term is calculated on a weighted-average basis. |
(2) | Includes certain of the two properties leased to SunTrust Banks, Inc. (“SunTrust”) which were unoccupied as of June 30, 2019. As of June 30, 2019, these properties were either being marketed for sale, subject to a non-binding letter of intent (“LOI”) or subject to a definitive purchase and sale agreement (“PSA”). There can be no guarantee that these properties will be sold on the terms contemplated by any applicable LOI or PSA, or at all. Please see Note 3 — Real Estate Investments to our consolidated financial statements in this Quarterly Report on Form 10-Q for further details. |
Results of Operations
Comparison of the Three Months Ended June 30, 2019 and 2018
There were 502 properties that we owned for the entirety of both the three months ended June 30, 2019 and 2018 (our “Three Month Same Store”) that were 93.2% leased as of June 30, 2019. From April 1, 2018 through June 30, 2019, we acquired 202 properties (our “Acquisitions Since April 1, 2018’’) that were 100.0% leased as of June 30, 2019. From April 1, 2018 through June 30, 2019, we sold 56 properties (our “Disposals Since April 1, 2018’’).
51
The following table summarizes our leasing activity during the three months ended June 30, 2019:
| Three Months Ended June 30, 2019 | ||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||
| Number of Leases | Rentable Square Feet | Annualized SLR (1) prior to Lease Execution/Renewal/Termination | Annualized SLR (1) after Lease Execution/Renewal | Costs to execute lease | Costs to execute lease per square foot | |||||||||||||||||
New leases (2) | 9 | 73,950 | $ | — | $ | 1,091 | $ | 722 | $ | 9.76 | ||||||||||||
Lease renewals/amendments (2) | 27 | 202,235 | 2,635 | 2,761 | 211 | $ | 1.04 | |||||||||||||||
Lease terminations (3) | (8 | ) | (44,792 | ) | 762 | — | — | $ | — | |||||||||||||
(1) | Rental income on a straight-line basis. |
(2) | New leases reflect leases in which a new tenant took possession of the space during the three months ended June 30, 2019, excluding new property acquisitions. Lease renewals/amendments reflect leases in which an existing tenant executed terms to extend the term or change the rental terms of the lease during the three months ended June 30, 2019. |
(3) | Represents leases that were terminated prior to their contractual lease expiration dates. |
Net Income (Loss) Attributable to Common Stockholders
Net income attributable to common stockholders was $7.9 million for the three months ended June 30, 2019, as compared to net loss attributable to common stock holders of $12.0 million for the three months ended June 30, 2018. The change in net income attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations and comprehensive income (loss) in the sections that follow.
Property Results of Operations
| Same Store | Acquisitions | Disposals | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Increase (Decrease) | Three Months Ended June 30, | Increase (Decrease) | Three Months Ended June 30, | Increase (Decrease) | Three Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||
| 2019 | 2018 | $ | 2019 | 2018 | $ | 2019 | 2018 | $ | 2019 | 2018 | $ | ||||||||||||||||||||||||||||||||||||
| Revenue from tenants | $ | 71,744 | $ | 66,443 | $ | 5,301 | $ | 7,397 | $ | 109 | $ | 7,288 | $ | (32 | ) | $ | 4,556 | $ | (4,588 | ) | $ | 79,109 | $ | 71,108 | $ | 8,001 | |||||||||||||||||||||
| Less: Property operating | 12,751 | 12,530 | 221 | 367 | — | 367 | 19 | 627 | (608 | ) | 13,137 | 13,157 | (20 | ) | |||||||||||||||||||||||||||||||||
| NOI | $ | 58,993 | $ | 53,913 | $ | 5,080 | $ | 7,030 | $ | 109 | $ | 6,921 | $ | (51 | ) | $ | 3,929 | $ | (3,980 | ) | $ | 65,972 | $ | 57,951 | $ | 8,021 | |||||||||||||||||||||
Net operating income (“NOI”) is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate portfolio. NOI is equal to rental income and operating expense reimbursements less property operating expense. NOI excludes all other financial statement amounts included in net income (loss) attributable to common stockholders. We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unlevered basis. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation to our net income (loss) attributable to common stockholders.
Revenue from Tenants
Revenue from tenants increased $8.0 million to $79.1 million for the three months ended June 30, 2019, compared to $71.1 million for the three months ended June 30, 2018. This increase was due to a $5.3 million increase in our Three Month Same Store properties and incremental income from our Acquisitions Since April 1, 2018 of approximately $7.3 million, partially offset by a decrease of $4.6 million from our Disposals Since April 1, 2018. The increase in our Three Month Same Store Revenue from tenants was impacted by the recording of a termination fee, net of related adjustments, as a result of our entering into a termination agreement with a tenant at one of our multi-tenant properties. The termination agreement required the tenant to pay us a termination fee of $8.0 million. As a result, we recorded termination income, net, of $7.6 million in Revenue from tenants during the three months ended June 30, 2019. We have entered into multiple leases to replace the tenant, with payment of rent on these replacement leases expected to commence during the quarters ending June 30, 2020 and September 30, 2020. We also estimate we will be required to fund an estimated $6.6 million in buildout costs for these tenants, which are expected to be completed by February 2020.
Property Operating Expenses
Property operating expenses decreased $20,000 to $13.1 million for the three months ended June 30, 2019 compared to $13.2 million for the three months ended June 30, 2018. This decrease was primarily driven by a decrease of $0.6 million due to our Disposals Since April 1, 2018, partially offset by a $0.2 million increase in our Three Month Same Store properties.
52
Other Results of Operations
Asset Management Fees to Related Party
Asset management fees paid to the Advisor, which include a fixed base management fee and a variable base management fee, increased $0.5 million to $6.3 million for the three months ended June 30, 2019, compared to $5.8 million for the three months ended June 30, 2018. We pay these fees to the Advisor for managing our day-to-day operations. The fixed portion of the base management fee (i) was $21.0 million annually from February 16, 2017 until February 16, 2018, (ii) was $22.5 million annually from February 17, 2018 to February 16, 2019, and (iii) is $24.0 million annually for the remainder of the term. From and after February 16, 2017, the variable portion of the base management fee is payable monthly in an amount equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity raised by us, (including certain convertible debt, proceeds from the Post-Listing DRIP (if any) and any cumulative Core Earnings (as defined in Note 10 - Related Party Transactions and Arrangements) in excess of dividends paid on Class A common stock but excluding equity based compensation and proceeds from a Specified Transaction) (as defined in Note 10 - Related Party Transactions and Arrangements)).
In addition, under the Third A&R Advisory Agreement, we are required to pay the Advisor a variable management fee. We did not incur any variable management fees during the three months ended June 30, 2019 and 2018. Please see Note 10 — Related Party Transactions and Arrangements to our consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on fees incurred from the Advisor.
Impairment Charges
We recognized $4 thousand of impairment charges during the three months ended June 30, 2019, which were recorded upon reclassification of properties to assets held for sale during the quarter ended June 30, 2019, to adjust the properties to their fair value less estimated cost of disposal.
We recognized $8.6 million of impairment charges during the three months ended June 30, 2018. This amount is comprised of impairment charges of $8.5 million related to properties classified as held for use as of June 30, 2018, as the carrying amount of the long-lived assets associated with these properties was greater than our estimate of their fair value. The remaining $14,240 of impairment charges were recorded upon reclassification of properties to assets held for sale during the quarter ended June 30, 2018, to adjust the properties to their fair value less estimated cost of disposal.
See Note 3 — Real Estate Investments to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on impairment charges.
Acquisition, Transaction and Other Costs
Acquisition, transaction and other costs decreased $0.5 million to $1.9 million for the three months ended June 30, 2019, compared to $2.4 million for the three months ended June 30, 2018. The decrease was due to lower litigation costs, partially offset by higher prepayment charges on mortgages related to our dispositions in the second quarter of 2019, as compared to the prior year quarter. The prepayment charges on mortgages were $1.6 million and $1.2 million during the three month periods ended June 30, 2019 and 2018, respectively.
Equity-Based Compensation
During the three months ended June 30, 2019, we recorded non-cash equity-based compensation expense of $3.3 million relating to restricted shares and a multi-year outperformance agreement with the Advisor, effective at the Listing (the “2018 OPP”) under which a new class of units of limited partnership designated as “LTIP Units” (“LTIP Units”) were issued to the Advisor. Since the LTIP Units were issued in the third quarter of 2018, there was no related expense in the three months ended June 30, 2018. For additional details on the 2018 OPP, see Note 12 — Equity-Based Compensation to our consolidated financial statements included in this Quarterly Report on Form 10-Q.
General and Administrative Expense
General and administrative expense increased $1.1 million to $6.4 million for the three months ended June 30, 2019, compared to $5.4 million for the three months ended June 30, 2018. The increase was due to higher legal and professional fees, and general and administrative expense reimbursements to our Advisor, which increased $0.3 million to $2.6 million for three months ended June 30, 2019, compared to $2.3 million for the three months ended June 30, 2018.
Depreciation and Amortization Expense
Depreciation and amortization expense decreased $4.5 million to $30.9 million for the three months ended June 30, 2019, compared to $35.4 million for the three months ended June 30, 2018. The decrease was primarily due to a decrease of $4.8 million related to our Three Month Same Store properties and a decrease of $2.1 million from our Disposals Since April 1, 2018. These decreases were partially offset by an increase of $2.4 million as a result of the Acquisitions Since April 1, 2018. The purchase price of acquired properties is allocated to tangible and identifiable intangible assets and depreciated or amortized over their estimated useful lives.
53
Goodwill Impairment
During the three months ended June 30, 2019, we fully impaired the $1.6 million of goodwill recorded in connection with the completion of the merger (the “Merger”) between us and American Realty Capital–Retail Centers of America, Inc. (“RCA”) in February 2017, as a result of fluctuations in the market price of our Class A common stock. This goodwill impairment charge recorded was based on the assessment of relevant metrics which included estimated carrying and fair market value of the our real estate and market-based factors.
Interest Expense
Interest expense increased $6.0 million to $22.0 million for the three months ended June 30, 2019, compared to $16.0 million for the three months ended June 30, 2018. This increase is primarily related to higher average balance on our revolving Credit Facility when compared to our prior revolving unsecured corporate credit facility (the “Prior Credit Facility”), which was repaid with the proceeds from our Credit Facility in May 2018 which resulted in higher interest expense in the amount of $2.8 million and higher deferred financing costs amortization of $1.6 million due to write-off on repaid mortgage loans and new mortgage loans issued. As of June 30, 2018, $132.3 million was outstanding under our Credit Facility, and as of June 30, 2019, $257.7 million was outstanding under our Credit Facility. Also contributing to the higher interest expense was a higher weighted-average interest rate on our Credit Facility and mortgage notes payable. For the three months ended June 30, 2019 and 2018, the weighted-average interest rates on our Credit Facility were 4.55% and 3.91%, respectively, and the weighted average interest rates on our mortgage notes payable were 4.55% and 4.65%, respectively. Additionally, the increase is due to $1.5 million recorded during the three months ended June 30, 2019 as a result of the termination of interest rate swaps after repayment of certain mortgages.
Other (Expense) Income
Other (expense) income was income of $0.6 million for the three months ended June 30, 2019, compared to income of $38,000 for the three months ended June 30, 2018. The increase was primarily due to insurance reimbursements related to litigation arising out of the Merger and claims on property damage.
Gain on Sale of Real Estate Investments
During the three months ended June 30, 2019, we sold ten properties which resulted in gains on sale. These properties sold for an aggregate contract price of $93.6 million, resulting in aggregate gains on sale of $14.4 million. During the three months ended June 30, 2018, we sold 13 properties for an aggregate contract price of $24.0 million, resulting in aggregate gains on sale of $3.6 million.
Comparison of the Six Months Ended June 30, 2019 and 2018
There were 478 properties that we owned for the entirety of both the six months ended June 30, 2019 and 2018 (our “Six Month Same Store”), that were 93.2% leased as of June 30, 2019. Additionally, during 2018 and the first two quarters of 2019, we acquired 226 properties (our “Acquisitions Since January 1, 2018”), that were 100% leased as of June 30, 2019. During 2018 and the first two quarters of 2019, we sold 62 properties (our “Disposals Since January 1, 2018”).
The following table summarizes our leasing activity during the six months ended June 30, 2019:
| Six Months Ended June 30, 2019 | ||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||
| Number of Leases | Rentable Square Feet | Annualized SLR (1) prior to Lease Execution/Renewal/Termination | Annualized SLR (1) after Lease Execution/Renewal | Costs to execute lease | Costs to execute lease per square foot | |||||||||||||||||
New leases (2) | 13 | 82,994 | $ | — | $ | 1,255 | $ | 751 | $ | 9.05 | ||||||||||||
Lease renewals/amendments (2) | 57 | 424,109 | 6,028 | 6,008 | 377 | $ | 0.89 | |||||||||||||||
Lease terminations (3) | (12 | ) | (219,732 | ) | 2,112 | — | — | $ | — | |||||||||||||
(1) | Rental income on a straight-line basis |
(2) | New leases reflect leases in which a new tenant took possession of the space during the six months ended June 30, 2019, excluding new property acquisitions. Lease renewals/amendments reflect leases in which an existing tenant executed terms to extend the life or change the rental terms of the lease during the six months ended June 30, 2019. |
(3) | Represents leases that were terminated prior to their contractual lease expiration dates. |
Net Income (Loss) Attributable to Common Stockholders
Net income attributable to stockholders increased $1.3 million to $4.7 million for the six months ended June 30, 2019 from $3.4 million for the six months ended June 30, 2018. The change in net income attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations and comprehensive loss in the sections that follow.
54
Property Results of Operations
| Same Store | Acquisitions | Disposals | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | Increase (Decrease) | Six Months Ended June 30, | Increase (Decrease) | Six Months Ended June 30, | Increase (Decrease) | Six Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||
| 2019 | 2018 | $ | 2019 | 2018 | $ | 2019 | 2018 | $ | 2019 | 2018 | $ | ||||||||||||||||||||||||||||||||||||
| Revenue from tenants | $ | 133,902 | $ | 129,510 | $ | 4,392 | $ | 14,566 | $ | 1,582 | $ | 12,984 | $ | 2,182 | $ | 10,135 | $ | (7,953 | ) | $ | 150,650 | $ | 141,227 | $ | 9,423 | ||||||||||||||||||||||
| Less: Property operating | 25,449 | 25,130 | 319 | 476 | 3 | 473 | 48 | 1,379 | (1,331 | ) | 25,973 | 26,512 | (539 | ) | |||||||||||||||||||||||||||||||||
| NOI | $ | 108,453 | $ | 104,380 | $ | 4,073 | $ | 14,090 | $ | 1,579 | $ | 12,511 | $ | 2,134 | $ | 8,756 | $ | (6,622 | ) | $ | 124,677 | $ | 114,715 | $ | 9,962 | ||||||||||||||||||||||
NOI is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate portfolio. NOI is equal to rental income and operating expense reimbursements less property operating expense. NOI excludes all other financial statement amounts included in net income (loss) attributable to common stockholders. We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unlevered basis. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation to our net income (loss) attributable to common stockholders.
Revenue from Tenants
Revenue from tenants increased $9.4 million to $150.7 million for the six months ended June 30, 2019, compared to $141.2 million for the six months ended June 30, 2018. This increase was due to incremental income from our Acquisitions Since January 1, 2018 of approximately $13.0 million and an increase from our Six Month Same Store properties of $4.4 million, partially offset by a decrease of $8.0 million from our Disposals Since January 1, 2018. The increase in our Six Month Same Store Revenue from tenants was impacted by the recording of a termination fee, net of related adjustments, as a result of us entering into a termination agreement with a tenant at one of its multi-tenant properties. The termination agreement required the tenant to pay us a termination fee of approximately $8.0 million. As a result we recorded termination income, net, of $7.6 million Revenue from tenants during the six months ended June 30, 2019. We have entered into multiple leases to replace the tenant, with payment of rent on these replacement leases expected to commence during the quarters ending June 30, 2020 and September 30, 2020. We also estimate we will be required to fund an estimated $6.6 million in buildout costs for these tenants, which are expected to be completed by February 2020.
Property Operating Expenses
Property operating expense decreased $0.5 million to $26.0 million for the six months ended June 30, 2019, compared to $26.5 million for the six months ended June 30, 2018. This decrease was primarily driven by a decrease of $1.3 million from our Disposals Since January 1, 2018, partially offset by an increase of $0.5 million from our Acquisitions Since January 1, 2018 and an increase of $0.3 million from our Six Month Same Store properties.
Other Results of Operations
Asset Management Fees to Related Party
Asset management fees paid to the Advisor increased $1.0 million to $12.4 million for the six months ended June 30, 2019, compared to $11.4 million for the six months ended June 30, 2018 (see “Quarterly Results of Operations” above and Note 10 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q for more information on fees incurred from the Advisor.)
Impairment Charges
We incurred $0.8 million of impairment charges during the six months ended June 30, 2019, of which $0.6 million related to one property classified as held for use June 30, 2019, as the carrying amount of the long-lived assets associated with this property was greater than our estimate of its fair value. The remaining $0.2 million of impairment charges were recorded upon reclassification of properties to assets held for sale during the six months ended June 30, 2019, to adjust the properties to their fair value less estimated cost of disposal.
We recognized $8.9 million of impairment charges during the six months ended June 30, 2018, the majority of which related to two multi-tenant properties classified as held for use, as the carrying amount of the long-lived assets associated with these properties was greater than our estimate of their fair value.
See Note 3 — Real Estate Investments to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on impairment charges.
55
Acquisition, Transaction and Other Costs
Acquisition, transaction and other costs decreased $1.7 million to $2.7 million for the six months ended June 30, 2019, compared to $4.4 million for the six months ended June 30, 2018. The decrease was due to lower litigation costs, partially offset by higher prepayment charges on mortgages related to our dispositions during the first six months of 2019, as compared to the prior year period. The prepayment charges on mortgages were $2.0 million and $3.0 million during the six month periods ended June 30, 2019 and 2018, respectively.
Equity-Based Compensation
During the six months ended June 30, 2019, we recorded non-cash equity-based compensation expense of $6.3 million relating to restricted shares and the 2018 OPP. Since the LTIP Units were issued in the third quarter of 2018, there was no expense related to the 2018 OPP recorded in the six months ended June 30, 2018. For additional details on the 2018 OPP, see Note 12 — Equity-Based Compensation to our consolidated financial statements included in this Quarterly Report on Form 10-Q.
General and Administrative Expense
General and administrative expense increased $1.7 million to $12.5 million for the six months ended June 30, 2019, compared to $10.8 million for the six months ended June 30, 2018. The increase was due to higher legal fees, transfer agent fees and general and administrative expense reimbursements to our Advisor, which increased $1.0 million to $5.5 million for six months ended June 30, 2019, compared to $4.4 million for the six months ended June 30, 2018.
Depreciation and Amortization Expense
Depreciation and amortization expense decreased $8.9 million to $63.0 million for the six months ended June 30, 2019, compared to $71.9 million for the six months ended June 30, 2018. Depreciation and amortization expense was impacted by decreases of $4.8 million from our Disposals Since January 1, 2018 and $8.4 million from our Six Month Same Store properties, partially offset by an increase of $4.3 million related to our Acquisitions Since January 1, 2018. The purchase price of acquired properties is allocated to tangible and identifiable intangible assets and depreciated or amortized over their estimated useful lives.
Goodwill Impairment
During the six months ended June 30, 2019, fully impaired the $1.6 million of goodwill recorded in connection with the completion of the Merger as a result of fluctuations in the market price of our Class A common stock. This goodwill impairment charge recorded was based on the assessment of relevant metrics which included estimated carrying and fair market value of the our real estate and market-based factors.
Other (Expense) Income
Other (expense) income was income of $3.2 million for the six months ended June 30, 2019, compared to income of $0.1 million for the six months ended June 30, 2018. The increase was primarily due to insurance reimbursements related to litigation arising out of the Merger and claims on property damage.
Interest Expense
Interest expense increased $8.3 million to $40.4 million for the six months ended June 30, 2019, compared to $32.1 million for the six months ended June 30, 2018. This increase is primarily related to higher average balance on our revolving Credit Facility when compared to our Prior Credit Facility, which was repaid with the proceeds from our Credit Facility in May 2018 which resulted in higher interest expense in the amount of $5.2 million and $1.5 million of higher deferred financing costs amortization as a result of new mortgage notes issued and write-offs resulting from repaid mortgage notes. As of June 30, 2018, $132.3 million was outstanding under our Credit Facility, and as of June 30, 2019, $257.7 million was outstanding under our Credit Facility. Also contributing to the higher interest expense was a higher weighted-average interest rate on our Credit Facility and mortgage notes payable. As of June 30, 2019 and 2018, the weighted-average interest rates on our Credit Facility was 4.55% and 3.91%, respectively, and the weighted-average interest rate on our mortgage notes payable were 4.55% and 4.65%, respectively. Additionally, the increase is due to $1.5 million recorded during the three months ended June 30, 2019 as a result of the termination of interest rate swaps after repayment of certain mortgages.
Gain on Sale of Real Estate Investments
During the six months ended June 30, 2019, we sold 18 properties which resulted in gains on sale. These properties sold for an aggregate contract price of $108.8 million, resulting in aggregate gains on sale of $17.2 million. During the six months ended June 30, 2018, we sold 19 properties which resulted in gains on sale. These properties sold for an aggregate contract price of $86.8 million, resulting in aggregate gains on sale of $28.3 million.
56
Cash Flows from Operating Activities
Our cash flows from operating activities was $51.6 million during the six months ended June 30, 2019 and consisted of net income of $5.3 million, adjusted for non-cash items of $53.6 million, including depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs, amortization of mortgage premiums on borrowings, equity-based compensation, gain on sale of real estate investments and impairment charges. In addition, the increase in the straight-line rent receivable, net, of $2.8 million, the increase in deferred rent of $5.3 million and the decrease in accounts payable and accrued expenses of $1.6 million were partially offset by a decrease in prepaid expenses and other assets of $0.3 million
Cash flows from operating activities was $56.8 million during the six months ended June 30, 2018 and consisted of net income of $3.4 million, adjusted for non-cash items of $49.9 million, including depreciation and amortization of tangible and intangible real estate assets, amortization of deferred financing costs, amortization of mortgage premiums, equity-based compensation, gain on sale of real estate investments and impairment charges. In addition, the decrease in prepaid and other expenses of $1.3 million, the increase in accounts payable and accrued expenses of $3.3 million and the increase in deferred rent of $0.7 million were partially offset by an increase in the straight-line rent receivable of $4.8 million.
Cash Flows from Investing Activities
The net cash used in investing activities during the six months ended June 30, 2019 of $164.7 million consisted primarily of cash paid for investments in real estate and other assets of $184.4 million, capital expenditures of $5.8 million and deposits for real estate acquisitions of $17.9 million, partially offset by cash received from the sale of real estate investments of $22.6 million and deposits for real estate dispositions of $20.9 million.
The net cash used in investing activities during the six months ended June 30, 2018 of $53.5 million consisted primarily of cash paid for investments in real estate and other assets of $71.9 million and capital expenditures of $2.9 million, partially offset by proceeds received from the sale of real estate investments of $21.7 million.
Cash Flows from Financing Activities
The net cash provided by financing activities of $113.0 million during the six months ended June 30, 2019 consisted primarily of proceeds received from mortgage notes payable (net of principal repayments) of $210.7 million and net proceeds received from the issuance of Series A Preferred Stock of $40.2 million, partially offset by net repayments on our Credit Facility of $67.0 million, cash dividends of $58.5 million, payments of financing costs of $9.8 million and prepayment charges on mortgages of $2.0 million.
The net cash used in financing activities of $52.0 million during the six months ended June 30, 2018 consisted primarily of payments on our Credit Facility of $95.0 million, common stock repurchases of $19.8 million, cash distributions of $44.9 million, payments of deferred financing costs of $5.5 million, payments of mortgage notes payable of $46.0 million and payments of prepayment costs on mortgages of $3.0 million. These financing cash outflows were partially offset by proceeds from our Credit Facility of $132.3 million and proceeds from mortgage notes payable of $29.9 million.
Liquidity and Capital Resources
We expect to fund our future short-term operating liquidity requirements through a combination of cash on hand, net cash provided by our property operations and proceeds from our Credit Facility. We may also generate additional liquidity through property dispositions and, to the extent available, secured or unsecured borrowings, our Class A Common Stock ATM Program our Series A Preferred Stock ATM Program or other offerings of debt or equity securities. As of June 30, 2019 and December 31, 2018, we had cash and cash equivalents of $91.2 million and $91.5 million, respectively. Our principal demands for funds are for payment of our operating and administrative expenses, property acquisitions, capital expenditures, debt service obligations, cash dividends to our stockholders and share repurchases, if any, as authorized by our board of directors.
Mortgage Notes Payable and Credit Facility
As of June 30, 2019, we had $1.3 billion of mortgage notes payable outstanding and $257.7 million outstanding under our Credit Facility. On May 30, 2019, we completed the issuance of $242.0 million aggregate principal amount of Net Lease Mortgage Notes (the “Net Lease Mortgage Notes”) (see Note 4 — Mortgage Notes Payable to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information).
As of June 30, 2019, our net debt to gross asset value ratio was 39%. Net debt is calculated as the total principal amount of our outstanding debt (excluding the effect of deferred financing costs, net and mortgage premiums, net) less cash and cash equivalents. Gross asset value is defined as total carrying value of our assets plus accumulated depreciation and amortization. During the six months ended June 30, 2019, the weighted-average interest rate on the mortgage notes payable and Credit Facility was 4.55% and 4.55%, respectively. Based on debt outstanding as of June 30, 2019, future anticipated principal payments on our mortgage notes payable for the remainder of 2019 and the year ended December 31, 2020 are $1.9 million and $539.2 million, respectively.
57
As of June 30, 2019, we had $3.6 billion in gross real estate assets, at carrying value, and we had pledged $2.5 billion in gross real estate assets, at carrying value, as collateral for our mortgage notes payable. In addition, $0.8 billion in gross real estate investments were included in the unencumbered asset pool comprising the borrowing base under our Credit Facility. Therefore, this real estate is only available to serve as collateral or satisfy other debts and obligations if it is first removed from the borrowing base under our Credit Facility.
Net Lease Mortgage Notes
On May 30, 2019, certain of our subsidiaries completed the issuance of $242.0 million aggregate principal amount of Net Lease Mortgage Notes in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Net Lease Mortgage Notes were issued in two classes, Class A-1 (the “Class A-1 Net Lease Mortgage Notes”) and Class A-2 (the “Class A-2 Net Lease Mortgage Notes”). The Class A-1 Net Lease Mortgage Notes are rated AAA (sf) by Standard & Poors and are comprised of $121.0 million initial principal amount with an anticipated repayment date in May 2026 and an interest rate of 3.78%. The Class A-2 Net Lease Mortgage Notes are rated A (sf) by Standard & Poors comprised of $121.0 million initial principal amount with an anticipated repayment date in May 2029 and an interest rate of 4.46% (see Note 4 — Mortgage Notes Payable to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information).
The collateral pool for the Net Lease Mortgage Notes is comprised of 202 of our double- and triple-net leased single tenant properties that were transferred to the subsidiaries of ours in connection with the issuance of the Net Lease Mortgage Notes, together with the related leases and certain other rights and interests. The net proceeds from the sale of the Net Lease Mortgage Notes were used to repay $204.9 million in indebtedness related to 192 of the properties in the collateral pool securing the Net Lease Mortgage Notes, and approximately $37.1 million of the remaining net proceeds were available to us for general corporate purposes, including to fund acquisitions. A total of $29.9 million of the indebtedness that was repaid was secured by mortgages on 39 individual properties and $175.0 million was outstanding under our Credit Facility. A total of 153 of our properties that now serve as part of the collateral pool for the Net Lease Mortgage Notes were removed from the borrowing base under our Credit Facility in connection with this repayment and ten recently acquired properties were also added to the collateral pool securing the Net Lease Mortgage Notes.
Credit Facility - Terms and Capacity
On April 26, 2018, we repaid the Prior Credit Facility and entered into our Credit Facility, which provides for commitments for aggregate revolving loan borrowings. Our Credit Facility includes an uncommitted “accordion feature” whereby, upon the request of the OP, but at the sole discretion of the participating lenders, the commitments under our Credit Facility may be increased from the initial level of $415.0 million by up to an additional $500.0 million, subject to obtaining commitments from new lenders or additional commitments from participating lenders and certain customary conditions. As of June 30, 2019, we had increased our commitments through this accordion feature by $125.0 million, bringing total aggregate commitments to $540.0 million, and leaving $375.0 million of potential increase remaining.
The amount available for future borrowings under our Credit Facility is based on the lesser of (1) a percentage of the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, and (2) a maximum amount permitted to maintain a minimum debt service coverage ratio with respect to the borrowing base, in each case, as of the determination date. As of June 30, 2019, exclusive of the $2.7 million in letters of credit posted, we had a total borrowing capacity under our Credit Facility of $314.1 million based on the value of the borrowing base under our Credit Facility. Of this amount, $257.7 million was outstanding under our Credit Facility as of June 30, 2019 and $56.4 million remained available for future borrowings. As of December 31, 2018, $324.7 million was outstanding under our Credit Facility.
Our Credit Facility is interest-only. Upon the Listing, the maturity date of our Credit Facility was automatically extended from April 26, 2020 to April 26, 2022. We also have a one-time right, subject to customary conditions, to extend the maturity date for an additional term of one year, to April 26, 2023. Borrowings under our Credit Facility bear interest at either (i) the Base Rate (as defined in our Credit Facility) plus an applicable spread ranging from 0.60% to 1.20%, depending on our consolidated leverage ratio, or (ii) LIBOR plus an applicable spread ranging from 1.60% to 2.20%, depending on our consolidated leverage ratio.
Acquisitions and Dispositions — Three and Six Months Ended June 30, 2019
One of our primary uses of cash during the three and six months ended June 30, 2019 was for acquisitions of properties.
During the six months ended June 30, 2019, we acquired 96 properties for an aggregate purchase price of $184.4 million, including capitalized acquisition costs. The acquisitions of 32 of these properties for $70.1 million, including capitalized acquisitions costs, was completed during the three months ended June 30, 2019. These acquisitions were funded through a combination of draws on the Credit Facility, proceeds from dispositions of properties (see below), proceeds from the Net Lease Mortgage Notes and available cash on hand.
58
During the six months ended June 30, 2019, we sold 18 properties, for an aggregate contract price of $108.8 million, excluding disposition related costs, of which ten properties were sold during the three months ended June 30, 2019 for an aggregate contract price of $93.6 million, excluding disposition related costs. In connection with sales made during the six months ended June 30, 2019, we repaid $85.5 million of mortgage debt and after all disposition related costs, net proceeds from these dispositions, classified as investing cash flows, were $22.6 million. In connection with sales made during the three months ended June 30, 2019, $73.9 million was used to repay related debt and net proceeds from these dispositions were $19.5 million
Acquisitions and Dispositions — Subsequent to June 30, 2019
Subsequent to June 30, 2019, and through July 15, 2019, we acquired no additional properties. We have entered into PSAs to acquire an additional 12 properties for an aggregate contract purchase price of approximately $18.6 million and LOIs to acquire an additional nine properties for approximately $19.8 million. The PSAs are subject to conditions, and the LOIs are non-binding. There can be no assurance we will complete any of these acquisitions on their contemplated terms, or at all. We anticipate using available cash on hand, proceeds from future dispositions of properties, proceeds from borrowings (including mortgage borrowings and borrowings under our Credit Facility) and net proceeds received from our Class A Common Stock ATM Program and Series A Preferred Stock ATM Program to pay the consideration required to complete these acquisitions.
Subsequent to June 30, 2019, and through July 15, 2019, we sold one property with an aggregate contract sale price of approximately $0.1 million. We also have entered into PSAs to dispose of an additional three properties (two leased to SunTrust), for an aggregate contract sale price of approximately $10.6 million and LOIs to dispose of three properties for approximately $10.8 million. The PSAs are subject to conditions, and the LOIs are non-binding. There can be no assurance we will complete any of these dispositions on their contemplated terms, or at all.
Preferred Stock Offering
On March 26, 2019, we completed the initial issuance and sale of 1,200,000 shares of Series A Preferred Stock, in an underwritten public offering. The issuance of the Series A Preferred Stock generated gross proceeds of $30.0 million and net proceeds of $28.6 million, after deducting underwriting discounts and offering costs paid by us. On April 10, 2019, the underwriters in the offering exercised their option to purchase 146,000 additional shares of Series A Preferred Stock, which generated gross proceeds of $3.7 million and resulted in net proceeds of approximately $3.5 million, after deducting underwriting discounts.
ATM Programs
In May 2019, we established the Class A Common Stock ATM Program pursuant to which we may sell up to $200.0 million in shares of Class A common stock, from time to time through our sales agents and the Series A Preferred Stock ATM Program, pursuant to which we may sell up to $50.0 million in shares of Series A Preferred Stock, from time to time through our sales agents. We intend to use any net proceeds from these offerings for general corporate purposes, including funding property acquisitions, repaying outstanding indebtedness (including borrowings under our Credit Facility), and for working capital. See “Item 5. Other Information” for more information.
During the three and six months ended June 30, 2019, we sold 306,600 shares of Series A Preferred Stock through the Series A Preferred Stock ATM Program for gross proceeds of $7.7 million, before commissions paid of approximately $0.1 million and additional issuance costs of approximately $0.1 million. There were no shares sold under the Class A Common Stock ATM Program during the three and six months ended June 30, 2019.
Common Stock Repurchases
During the six months ended June 30, 2019, we repurchased 19,863 fractional shares of Class B-2 common stock in connection with the automatic conversion of all shares of Class B-2 common stock into shares of Class A common stock on January 9, 2019 at a price of $13.78 per share for a total of approximately $0.3 million, funded from cash on hand.
Authorized Repurchase Program
Effective at the Listing, our board of directors authorized, repurchase, from time to time, of up to $200.0 million of Class A common stock we may implement through open market repurchases or in privately negotiated transaction based on our board of directors’ and management’s assessment of, among other things, market conditions prevailing at the particular time. We will have the ability to repurchase shares of Class A common stock up to this amount at its discretion, subject to authorization by our board of directors prior to any such repurchase. As of June 30, 2019 the total of our remaining availability for future borrowings and cash and cash equivalents was $147.6 million. In accordance with our Credit Facility, if we make any restricted payments, which would include payments for this authorized repurchase program, or certain other payments, we would be required to maintain a combination of cash and availability for future borrowings totaling $40.0 million following such payments. Accordingly, if we decided to purchase shares under this program, the ultimate amount repurchased would depend on the amount of cash and availability for future borrowings at that time. There have not been any purchases authorized, through open market purchases or otherwise, under this program through the date of this Annual Report on Form 10-Q.
Distribution Reinvestment Program
59
Our Pre-Listing DRIP was suspended on June 29, 2018 in anticipation of the Listing, and reinstated, amended and restated, effective on the Listing Date with the Post-Listing DRIP. Participants in the Pre-Listing DRIP prior to this amendment and restatement continued to be participants in the Post-Listing DRIP. Commencing with the dividend paid on August 3, 2018 (the first dividend paid following the Listing Date), our stockholders that have elected to participate in the Post-Listing DRIP may have dividends payable with respect to all or a portion of their shares of each class of our common stock reinvested in shares of Class A common stock. Shares issued pursuant to the Post-Listing DRIP are, at our election, either (i) acquired directly from us, by issuing new shares, at a price based on the average of the high and low sales prices of Class A common stock on Nasdaq on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with all participants’ reinvested dividends for the related quarter, less a per share processing fee. During the three and six months ended June 30, 2019 and the year ended December 31, 2018, all shares acquired by participants pursuant to the Post-Listing DRIP were acquired through open market purchases by the plan administrator and not issued directly to stockholders by us.
Non-GAAP Financial Measures
This section includes non-GAAP financial measures, including Funds from Operations (“FFO”), Adjusted Funds from Operations (“AFFO”) and NOI. While NOI is a property-level measure, AFFO is based on our total performance and therefore reflects the impact of other items not specifically associated with NOI such as, interest expense, general and administrative expenses and operating fees to related parties. Additionally, NOI as defined here, includes an adjustment for straight-line rent which is excluded from AFFO. A description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income(loss), is provided below. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of the non-controlling interest to arrive at FFO, AFFO and NOI attributable to stockholders.
Funds from Operations and Adjusted Funds from Operations
Funds from Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a performance measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. FFO is not equivalent to net income or loss as determined under GAAP.
We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper and approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gains and losses from sales of certain real estate assets, gain and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for consolidated partially-owned entities (including our OP) and equity in earnings of unconsolidated affiliates are made to arrive at our proportionate share of FFO attributable to our stockholders. Our FFO calculation complies with NAREIT’s definition.
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time, especially if not adequately maintained or repaired and renovated as required by relevant circumstances or as requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income.
Adjusted Funds from Operations
In calculating AFFO, we start with FFO, then we exclude certain income or expense items from AFFO that we consider to be more reflective of investing activities, such as fees related to the Listing, non-cash income and expense items and the income and expense effects of other activities that are not a fundamental attribute of our day to day operating business plan, such as amounts related to litigation arising out of the Merger. These amounts include legal costs incurred as a result of the litigation, portions of which have been and may in the future be reimbursed under insurance policies maintained by us. Insurance reimbursements are deducted from AFFO in the period of reimbursement. We believe that excluding the litigation costs and subsequent insurance reimbursements related to litigation arising out the Merger helps to provide a better understanding of the operating performance
60
of our business. Other income and expense items also include early extinguishment of debt and unrealized gains and losses, which may not ultimately be realized, such as gains or losses on derivative instruments and gains and losses on investments. In addition, by excluding non-cash income and expense items such as amortization of above-market and below-market leases intangibles, amortization of deferred financing costs, straight-line rent, vesting and conversion of the Class B Units and share-based compensation related to restricted shares and the 2018 OPP from AFFO, we believe we provide useful information regarding those income and expense items which have a direct impact on our ongoing operating performance. By providing AFFO, we believe we are presenting useful information that can be used to better assess the sustainability of our ongoing operating performance without the impact of transactions or other items that are not related to the ongoing performance of our portfolio of properties. AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently.
In calculating AFFO, we exclude certain expenses which under GAAP are characterized as operating expenses in determining operating net income (loss). All paid and accrued merger, acquisition and transaction related fees and certain other expenses negatively impact our operating performance during the period in which expenses are incurred or properties are acquired will also have negative effects on returns to investors, but are not reflective of our on-going performance. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income (loss). In addition, as discussed above, we view gains and losses from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides information consistent with management’s analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe AFFO provides useful supplemental information. We believe that in order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. AFFO should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to pay dividends.
The tables below reflect the items deducted from or added to net loss in our calculation of FFO and AFFO for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (In thousands) | 2019 | 2018 | 2019 | 2018 | ||||||||||||
| Net (loss) income attributable to common stockholders (in accordance with GAAP) | $ | 7,884 | $ | (12,041 | ) | $ | 4,657 | $ | 3,360 | |||||||
| Impairment charges | 4 | 8,563 | 827 | 8,885 | ||||||||||||
| Depreciation and amortization | 30,924 | 35,438 | 63,010 | 71,937 | ||||||||||||
| Gain on sale of real estate investments | (14,365 | ) | (3,625 | ) | (17,238 | ) | (28,262 | ) | ||||||||
| Proportionate share of adjustments for non-controlling interests to arrive at FFO | (27 | ) | (78 | ) | (76 | ) | (102 | ) | ||||||||
FFO (as defined by NAREIT) attributable to common stockholders [5] | 24,420 | 28,257 | 51,180 | 55,818 | ||||||||||||
Acquisition, transaction and other costs [1] | 1,892 | 2,376 | 2,746 | 4,392 | ||||||||||||
Litigation cost reimbursements related to the Merger [2] | (115 | ) | — | (1,948 | ) | — | ||||||||||
| Listing fees | — | — | — | — | ||||||||||||
| Vesting and conversion of Class B Units | — | — | — | — | ||||||||||||
| Amortization of market lease and other intangibles, net | (1,723 | ) | (2,320 | ) | (3,562 | ) | (3,678 | ) | ||||||||
| Straight-line rent | (1,566 | ) | (2,540 | ) | (2,762 | ) | (4,793 | ) | ||||||||
| Amortization of mortgage premiums on borrowings | (839 | ) | (1,001 | ) | (1,633 | ) | (1,836 | ) | ||||||||
| Mark-to-market adjustments | — | (48 | ) | — | (72 | ) | ||||||||||
Equity-based compensation [3] | 3,268 | 65 | 6,289 | 91 | ||||||||||||
| Amortization of deferred financing costs, net and change in accrued interest | 3,062 | 2,126 | 4,391 | 3,545 | ||||||||||||
Goodwill impairment [4] | 1,605 | — | 1,605 | — | ||||||||||||
| Proportionate share of adjustments for non-controlling interests to arrive at AFFO | (7 | ) | 3 | (6 | ) | 4 | ||||||||||
AFFO attributable to common stockholders [5] | $ | 29,997 | $ | 26,918 | $ | 56,300 | $ | 53,471 | ||||||||
_________
[1] Includes primarily prepayment costs incurred in connection with early debt extinguishment as well as litigation costs related to the Merger which are included as an adjustment in the calculation above beginning in the fourth quarter of 2018, and were not presented as an adjustment in our Annual Report on Form 10-
61
K for the year ended December 31, 2017 or our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018.
[2] Included in “Other income” in our consolidated statement of operations and comprehensive income (loss).
[3] Includes expense related to the amortization of restricted shares and LTIP Units related to its multi- year outperformance agreement, which were previously presented in separate lines within the table above.
[4] | This is a non-cash item and is added back as it is not considered a part of operating performance. |
[5] FFO and AFFO for the three and six months ended June 30, 2019 includes income from a lease termination fee of $7.6 million, which is recorded in Revenue from tenants in the consolidated statements of operations. While such termination payments occur infrequently, they represent cash income for accounting and tax purposes and as such management believes they should be included in both FFO and AFFO, consistent with what we believe to be general industry practice.
Net Operating Income
NOI is a non-GAAP financial measure used by us to evaluate the operating performance of our real estate. NOI is equal to total revenues, excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other items of expense and income included in the financial statements in calculating net income (loss).
We believe NOI provides useful and relevant information because it reflects only those income and expense items that are incurred at the property level and presents such items on an unlevered basis. We use NOI to assess and compare property level performance and to make decisions concerning the operation of the properties. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating expenses and acquisition activity on an unleveraged basis, providing perspective not immediately apparent from net income (loss).
NOI excludes certain items included in calculating net income (loss) in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to pay dividends.
62
The following table reflects the items deducted from or added to net income (loss) attributable to common stockholders in our calculation of NOI for the three months ended June 30, 2019:
| (In thousands) | Same Store | Acquisitions | Disposals | Non-Property Specific | Total | |||||||||||||||
| Net income (loss) attributable to common stockholders (in accordance with GAAP) | $ | 13,792 | $ | 4,630 | $ | 13,758 | $ | (24,296 | ) | $ | 7,884 | |||||||||
| Asset management fees to related party | — | — | — | 6,335 | 6,335 | |||||||||||||||
| Impairment charges | — | — | 4 | — | 4 | |||||||||||||||
| Acquisition, transaction and other costs | 1,606 | 1 | — | 285 | 1,892 | |||||||||||||||
| Equity-based compensation | — | — | — | 3,268 | 3,268 | |||||||||||||||
| General and administrative | 394 | 29 | 4 | 6,014 | 6,441 | |||||||||||||||
| Depreciation and amortization | 28,006 | 2,370 | 548 | — | 30,924 | |||||||||||||||
| Goodwill impairment | — | — | — | 1,605 | 1,605 | |||||||||||||||
| Interest expense | 15,729 | — | — | 6,266 | 21,995 | |||||||||||||||
| Gain on sale of real estate investments | — | — | (14,365 | ) | — | (14,365 | ) | |||||||||||||
| Other income | (534 | ) | — | — | (133 | ) | (667 | ) | ||||||||||||
| Preferred Stock dividends | — | — | — | 642 | 642 | |||||||||||||||
| Net loss attributable to non-controlling interests | — | — | — | 14 | 14 | |||||||||||||||
NOI [1] | $ | 58,993 | $ | 7,030 | $ | (51 | ) | $ | — | $ | 65,972 | |||||||||
[1] NOI for the three months ended June 30, 2019 includes income from a lease termination fee of $7.6 million, which is recorded in Revenue from tenants in the consolidated statements of operations. While such termination payments occur infrequently, they represent cash income for accounting and tax purposes .
The following table reflects the items deducted from or added to net income (loss) attributable to stockholders in our calculation of NOI for the three months ended June 30, 2018:
| (In thousands) | Same Store | Acquisitions | Disposals | Non-Property Specific | Total | |||||||||||||||
| Net income (loss) attributable to common stockholders (in accordance with GAAP) | $ | 4,427 | $ | 37 | $ | (3,638 | ) | $ | (12,867 | ) | $ | (12,041 | ) | |||||||
| Asset management fees to related party | — | — | — | 5,837 | 5,837 | |||||||||||||||
| Impairment charges | — | — | 8,563 | — | 8,563 | |||||||||||||||
Acquisition, transaction and other costs | 1,230 | 30 | 2 | 1,114 | 2,376 | |||||||||||||||
| Equity-based compensation | — | — | — | 65 | 65 | |||||||||||||||
| General and administrative | 490 | — | 19 | 4,849 | 5,358 | |||||||||||||||
| Depreciation and amortization | 32,767 | 42 | 2,629 | — | 35,438 | |||||||||||||||
| Interest expense | 15,003 | — | 1,039 | 16,042 | ||||||||||||||||
| Gain on sale of real estate investments | — | — | (3,625 | ) | — | (3,625 | ) | |||||||||||||
| Other income | (4 | ) | — | (21 | ) | (13 | ) | (38 | ) | |||||||||||
| Net loss attributable to non-controlling interests | — | — | — | (24 | ) | (24 | ) | |||||||||||||
| NOI | $ | 53,913 | $ | 109 | $ | 3,929 | $ | — | $ | 57,951 | ||||||||||
63
The following table reflects the items deducted from or added to net income (loss) attributable to stockholders in our calculation of NOI for the six months ended June 30, 2019:
| (In thousands) | Same Store | Acquisitions | Disposals | Non-Property Specific | Total | |||||||||||||||
| Net (loss) income attributable to stockholders (in accordance with GAAP) | $ | 19,631 | $ | 9,264 | $ | 17,885 | $ | (42,123 | ) | $ | 4,657 | |||||||||
| Asset management fees to related party | — | — | — | 12,373 | 12,373 | |||||||||||||||
| Impairment charges | 699 | — | 128 | — | 827 | |||||||||||||||
| Acquisition and transaction related | 2,025 | 2 | — | 719 | 2,746 | |||||||||||||||
| Listing fees | — | — | — | — | — | |||||||||||||||
| Vesting and conversion of Class B Units | — | — | — | — | — | |||||||||||||||
| Equity-based compensation | — | — | — | 6,289 | 6,289 | |||||||||||||||
| General and administrative | 706 | 37 | 5 | 11,754 | 12,502 | |||||||||||||||
| Depreciation and amortization | 56,866 | 4,787 | 1,357 | — | 63,010 | |||||||||||||||
| Goodwill impairment | — | — | — | 1,605 | 1,605 | |||||||||||||||
| Interest expense | 29,751 | — | — | 10,684 | 40,435 | |||||||||||||||
| Gain on sale of real estate investments | — | — | (17,238 | ) | — | (17,238 | ) | |||||||||||||
| Other income | (1,225 | ) | — | (3 | ) | (1,984 | ) | (3,212 | ) | |||||||||||
| Preferred Stock dividends | — | — | — | 672 | 672 | |||||||||||||||
| Net income attributable to non-controlling interests | — | — | — | 11 | 11 | |||||||||||||||
NOI [1] | $ | 108,453 | $ | 14,090 | $ | 2,134 | $ | — | $ | 124,677 | ||||||||||
________
[1] NOI for the six months ended June 30, 2019 includes income from a lease termination fee of $7.6 million, which is recorded in Revenue from tenants in the consolidated statements of operations. While such termination payments occur infrequently, they represent cash income for accounting and tax purposes .
The following table reflects the items deducted from or added to net income (loss) attributable to stockholders in our calculation of NOI for the six months ended June 30, 2018:
| (In thousands) | Same Store | Acquisitions | Disposals | Non-Property Specific | Total | |||||||||||||||
| Net income (loss) attributable to stockholders (in accordance with GAAP) | $ | 4,868 | $ | 908 | $ | 21,974 | $ | (24,390 | ) | $ | 3,360 | |||||||||
| Asset management fees to related party | — | — | — | 11,446 | 11,446 | |||||||||||||||
| Impairment charges | — | — | 8,885 | — | 8,885 | |||||||||||||||
| Acquisition and transaction related | 3,040 | 171 | 3 | 1,178 | 4,392 | |||||||||||||||
| Equity-based compensation | — | — | — | 91 | 91 | |||||||||||||||
| General and administrative | 827 | 13 | 36 | 9,895 | 10,771 | |||||||||||||||
| Depreciation and amortization | 65,306 | 488 | 6,143 | — | 71,937 | |||||||||||||||
| Interest expense | 30,351 | — | — | 1,798 | 32,149 | |||||||||||||||
| Gain on sale of real estate investments | — | — | (28,262 | ) | — | (28,262 | ) | |||||||||||||
| Other income | (12 | ) | (1 | ) | (23 | ) | (24 | ) | (60 | ) | ||||||||||
| Net income attributable to non-controlling interests | — | — | — | 6 | 6 | |||||||||||||||
| NOI | $ | 104,380 | $ | 1,579 | $ | 8,756 | $ | — | $ | 114,715 | ||||||||||
Dividends and Distributions
In connection with the Listing, our board of directors changed the rate at which we pay dividends on our common stock from an annualized rate equal to $1.30 per share to an annualized rate equal to $1.10 per share, or $0.0916667 per share on a monthly basis, effective as of July 1, 2018. Also, effective July 1, 2018, we transitioned to declaring dividends on our common stock based
64
on monthly, rather than daily, record dates and will generally pay dividends on the 15th day of each month (or, if not a business day, the next succeeding business day) to common stock holders of record on the applicable record date of such month. Prior to July 1, 2018, dividends were payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. Dividends are paid on shares of Class A common stock, Class B-1 common stock (which automatically converted to Class A common stock in accordance with their terms on October 10, 2018) and Class B-2 common stock (which automatically converted to Class A common stock in accordance with their terms on January 9, 2019) at the same rate. The first dividends declared on our common stock under the new rate were paid in August 2018. The amount of dividends payable on our common stock to our common stock holders is determined by our board of directors and is dependent on a number of factors, including funds available for dividends, our financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT.
Dividends on our Series A Preferred Stock accrue in an amount equal to $1.875 per share each year, which is equivalent to the rate of 7.50% of the $25.00 liquidation preference per share per annum. Dividends on the Series A Preferred Stock will be payable quarterly in arrears on the 15 day of each of January, April, July and October of each year (or, if not a business day, the next succeeding business day) to holders of record on the applicable record date. The first quarterly dividend payment date for the Series A Preferred Stock was made on July 15, 2019 and it represented an accrual for more than a full quarter, covering the period from March 26, 2019 to June 30, 2019.
During the six months ended June 30, 2019, cash used to pay dividends on our common stock, distributions for LTIP Units and distributions for limited partnership units designated as “Class A Units” that correspond to each share of our common stock, was generated from cash flows provided by operations and cash on hand, which consists of proceeds from financings and sales of real estate investments. We had not yet paid any distributions on our Series A Preferred Stock as of June 30, 2019.
Pursuant to the Credit Facility, we may not pay distributions, including cash dividends on equity securities (including the Series A Preferred Stock) in an aggregate amount exceeding 95% of Modified FFO (as defined in the Credit Facility) for any look-back period of four consecutive fiscal quarters subject to two limited exceptions. We have elected to rely on both exceptions during 2019. First we exercised our one-time right to elect to pay cash dividends or redeem or repurchase equity securities in an aggregate amount equal to no more than 110% of Modified FFO for each of three consecutive fiscal quarters and we relied on this exception for the quarters ended December 31, 2018 and March 31, 2019 but subsequently revoked its election and did not rely on this exception for the quarter ended June 30, 2019. Next, we exercised our one-time right to elect to reset the look-back period such that (i) for the quarter ended June 30, 2019, we may not pay distributions in an aggregate amount exceeding 95% of Modified FFO for that fiscal quarter, (ii) for the two-quarter period ending September 30, 2019, we may not pay distributions in an aggregate amount exceeding 95% of Modified FFO for that fiscal quarter and the prior fiscal quarter, and (iii) for the three-quarter period ending December 31, 2019, we may not pay distributions in an aggregate amount exceeding 95% of Modified FFO for that fiscal quarter and the prior two fiscal quarters. As a result, commencing with the quarter ending March 31, 2020, we will again not be able to pay distributions in an aggregate amount exceeding 95% of Modified FFO for any look-back period of four consecutive fiscal quarters and will not be able to rely on either exception again without seeking consent from the lenders under the Credit Facility. There is no assurance that the lenders would consent or that we will generate cash flows and Modified FFO in an amount sufficient to pay dividends on the outstanding equity securities including the Series A Preferred Stock and comply with the Credit Facility. Doing so depends, in part, on our ability, and the time needed, to invest in new cash flow generating acquisitions. There is no assurance we will complete pending or future acquisitions. If we are not able to increase the amount of cash we have available to pay dividends, including through additional cash flows we expect to generate from completing acquisitions, our ability to comply with the Credit Facility or the terms of the Series A Preferred Stock in future periods may be adversely affected. Further, we may have to identify other financing sources to fund dividends. There can be no assurance that other sources will be available on favorable terms, or at all.
We have not generated, and in the future may not generate, operating cash flows sufficient to fund all of the dividends we pay to our stockholders. If we do not generate sufficient cash flows from our operations in the future we may have to reduce our dividend rate on the Class A common stock or continue to fund dividends from other sources, such as from borrowings or the sale of properties, loans or securities, and available cash on hand, which consists of proceeds from sale of real estate investments and proceeds from financings. Moreover, our board of directors may change our dividend policy, in its sole discretion, at any time to either reduce the amount of dividends that we pay or use other sources to fund dividends such as borrowing monies, using the proceeds from asset sales or using the proceeds from the sale of shares, including shares we sold under our Post-Listing DRIP, if any. Funding dividends from borrowings could restrict the amount that we can borrow for investments. Funding dividends with the sale of assets may affect our ability to generate additional operating cash flows. Funding dividends from the sale of additional securities could dilute each stockholder’s interest in us if we sell shares of our common stock or securities that are convertible or exercisable into shares of our common stock to third-party investors. Payment of dividends from these sources could restrict our ability to generate sufficient cash flows from operations, affect our profitability or affect the dividends payable to stockholders upon a liquidity event, any or all of which may have an adverse effect on an investment in our shares.
65
The following table shows the sources for the payment of dividends and other cash distributions:
| Three Months Ended | Six Months Ended June 30, 2019 | ||||||||||||||||||||
| March 31, 2019 | June 30, 2019 | ||||||||||||||||||||
| (In thousands) | $ | Percentage of Dividends | $ | Percentage of Dividends | $ | Percentage of Dividends | |||||||||||||||
| Dividends and other cash distributions: | |||||||||||||||||||||
| Cash dividends paid to common stockholders | $ | 29,248 | 99.6 | % | $ | 29,207 | 99.4 | % | $ | 58,455 | 99.4 | % | |||||||||
| Cash distributions on LTIP Units | 84 | 0.3 | % | 161 | 0.5 | % | 245 | 0.4 | % | ||||||||||||
| Cash distributions on Class A Units | 47 | 0.1 | % | 48 | 0.1 | % | 95 | 0.2 | % | ||||||||||||
| Total dividends and other cash distributions paid | $ | 29,379 | 100.0 | % | $ | 29,416 | 100.0 | % | $ | 58,795 | 100.0 | % | |||||||||
| Source of dividend coverage: | |||||||||||||||||||||
Cash flows provided by operations [1] | $ | 20,395 | 69.4 | % | $ | 29,416 | 100.0 | % | $ | 49,811 | 84.7 | % | |||||||||
Available cash on hand [2] | 8,984 | 30.6 | % | — | — | % | 8,984 | 15.3 | % | ||||||||||||
| Total source of dividend coverage | $ | 29,379 | 100.0 | % | $ | 29,416 | 100.0 | % | $ | 58,795 | 100.0 | % | |||||||||
Cash flows provided by operations (GAAP basis) [1] | $ | 20,395 | $ | 31,192 | $ | 51,587 | |||||||||||||||
| Net (loss) Income (in accordance with GAAP) | $ | (3,227 | ) | $ | 7,884 | $ | 4,657 | ||||||||||||||
_____
[1] For the three and six month periods ended June 30, 2019, cash flows provided by operations includes a lease termination income of $7.6 million, which is recorded in Revenue from tenants in the consolidated statements of operations. While such termination payments occur infrequently, they represent cash income for accounting and tax purposes. Excluding the termination fee income, the percentage of the dividends covered by the cash flows provided by operations would have been 74% and 72% for the three and six month periods ended June 30, 2019, respectively.
[2] Consists of cash on hand including borrowings under our Credit Facility and proceeds from dispositions.
Loan Obligations
The payment terms of certain of our mortgage loan obligations require principal and interest payments monthly, with all unpaid principal and interest due at maturity. Our loan agreements stipulate that we comply with specific reporting covenants. As of June 30, 2019, we were in compliance with the debt covenants under our loan agreements, including our Credit Facility.
Contractual Obligations
Except as disclosed in this Quarterly Report on Form 10-Q, there were no material changes in our contractual obligations at June 30, 2019, as compared to those reported in our Annual Report on Form 10-K for the year ended December 31, 2018.
Election as a REIT
We elected to be taxed as a REIT under Sections 856 through 860 of the Code, effective for our taxable year ended December 31, 2013. We believe that, commencing with such taxable year, we have been organized and have operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to remain qualified as a REIT. In order to continue to qualify for taxation as a REIT, we must distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on that portion of our REIT taxable income that we distribute to our stockholders. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties, as well as federal income and excise taxes on our undistributed income.
Inflation
Some of our leases with our tenants contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions. However, our net leases require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Related-Party Transactions and Agreements
Please see Note 10 — Related Party Transactions and Arrangements to our consolidated financial statements in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There has been no material change in our exposure to market risk during the six months ended June 30, 2019. For a discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
66
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
On January 13, 2017, four affiliated stockholders of RCA filed in the United States District Court for the District of Maryland a putative class action lawsuit against us, RCA, Edward M. Weil, Jr., Leslie D. Michelson, Edward G. Rendell (Weil, Michelson and Rendell, the “Director Defendants”), and AR Global, alleging violations of Sections 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) by RCA and the Director Defendants, violations of Section 20(a) of the Exchange Act by AR Global and the Director Defendants, breaches of fiduciary duty by the Director Defendants, and aiding and abetting breaches of fiduciary duty by AR Global and us in connection with the negotiation of and proxy solicitation for a shareholder vote on what was at the time proposed Merger and an amendment to RCA’s charter. The complaint sought on behalf of the putative class rescission of the Merger, which was voted on and approved by RCA stockholders on February 13, 2017, and closed on February 16, 2017, together with unspecified rescissory damages, unspecified actual damages, and costs and disbursements of the action. RCA was sponsored and advised by affiliates of the Advisor. On April 26, 2017, the Court appointed a lead plaintiff. Lead plaintiff, along with other stockholders of RCA, filed an amended complaint on June 19, 2017. The amended complaint named additional individuals and entities as defendants (David Gong, Stanley Perla, Lisa Kabnick, all of whom were independent directors of ours at the time of the merger (“Additional Director Defendants”), Nicholas Radesca, our chief financial officer at the time of the Merger, and RCA’s advisor), added counts alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act in connection with the Registration Statement for the proposed merger, under Section 13(e) of the Exchange Act, and counts for breach of contract and unjust enrichment. We, in addition to RCA, the Director Defendants, the Additional Director Defendants and Nicholas Radesca deny wrongdoing and liability and intend to vigorously defend the action. On August 14, 2017, defendants moved to dismiss the amended complaint. On March 29, 2018, the Court granted defendants’ motion to dismiss and dismissed the amended complaint. On April 26, 2018, the plaintiffs filed a notice of appeal of the court’s order. On March 11, 2019, the United States Court of Appeals for the Fourth Circuit affirmed the judgment of the district court dismissing the complaint. On March 25, 2019, the plaintiffs filed a Petition for Rehearing and Rehearing En Banc, which was subsequently denied on April 9, 2019. Due to the stage of the litigation, no estimate of a probable loss or any reasonable possible losses are determinable at this time. No provisions for such losses have been recorded in the accompanying consolidated financial statements for the six months ended June 30, 2019 or 2018.
On February 8, 2018, Carolyn St. Clair-Hibbard, a purported stockholder of ours, filed a putative class action complaint in the United States District Court for the Southern District of New York against us, AR Global, the Advisor, Nicholas S. Schorsch and William M. Kahane. On February 23, 2018, the complaint was amended to, among other things, assert some claims on the plaintiff’s own behalf and other claims on behalf of herself and other similarly situated shareholders of ours as a class. On April 26, 2018, defendants moved to dismiss the amended complaint. On May 25, 2018, plaintiff filed a second amended complaint. The second amended complaint alleges that the proxy materials used to solicit stockholder approval of the Merger at our 2017 annual meeting were materially incomplete and misleading. The complaint asserts violations of Section 14(a) of the Exchange Act against us, as well as control person liability against the Advisor, AR Global, and Messrs. Schorsch and Kahane under 20(a). It also asserts state law claims for breach of fiduciary duty against the Advisor, and claims for aiding and abetting such breaches, of fiduciary duty against the Advisor, AR Global and Messrs. Schorsch and Kahane. The complaint seeks unspecified damages, rescission of our advisory agreement (or severable portions thereof) which became effective when the Merger became effective, and a declaratory judgment that certain provisions of our advisory agreement are void. We believe the second amended complaint is without merit and intend to defend vigorously. On June 22, 2018, defendants moved to dismiss the second amended complaint. On August 1, 2018, plaintiff filed an opposition to defendants’ motions to dismiss. Defendants filed reply papers on August 22, 2018, and oral argument was held on September 26, 2018. That motion is now pending. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time.
On October 26, 2018, Terry Hibbard, a purported stockholder of ours, filed a putative class action complaint in New York State Supreme Court, New York County, against us, AR Global, the Advisor, Nicholas S. Schorsch, William M. Kahane, Edward M. Weil, Jr., Nicholas Radesca, David Gong, Stanley R. Perla, and Lisa D. Kabnick. The complaint alleges that the registration statement pursuant to which RCA shareholders acquired shares of our common stock during the Merger contained materially incomplete and misleading information. The complaint asserts violations of Section 11 of the Securities Act against Messrs. Weil, Radesca, Gong, and Perla, and Ms. Kabnick, violations of Section 12(a)(2) of the Securities Act against us and Mr. Weil, and control person liability against the Advisor, AR Global, and Messrs. Schorsch and Kahane under Section 15 of the Securities Act. The complaint seeks unspecified damages and rescission of our sale of stock pursuant to the registration statement. We believe the complaint is without merit and intend to defend vigorously. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time.
On March 6, 2019, Susan Bracken, Michael P. Miller and Jamie Beckett, purported stockholders of ours, filed a putative class action complaint in New York State Supreme Court, New York County, on behalf of themselves and others who purchased shares of our common stock through our then effective distribution reinvestment plan, against us, AR Global, the Advisor, Nicholas S. Schorsch, William M. Kahane, Edward M. Weil, Jr., Nicholas Radesca, David Gong, Stanley R. Perla, and Lisa D. Kabnick. The complaint alleges that the April and December 2016 registration statements pursuant to which class members purchased shares
67
contained materially incomplete and misleading information. The complaint asserts violations of Section 11 of the Securities Act against us, Messrs. Weil, Radesca, Gong and Perla, and Ms. Kabnick, violations of Section 12(a)(2) of the Securities Act against us and Mr. Weil, and control person liability against the Advisor, AR Global, and Messrs. Schorsch and Kahane under Section 15 of the Securities Act. The complaint seeks unspecified damages and either rescission of our sale of stock or rescissory damages. We believe the complaint is without merit and intend to defend vigorously. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time.
On April 30, 2019, Lynda Callaway, a purported stockholder of ours, filed a putative class action complaint in New York State Supreme Court, New York County, against us, AR Global, the Advisor, Nicholas S. Schorsch, William M. Kahane, Edward M. Weil, Jr., Nicholas Radesca, David Gong, Stanley R. Perla, and Lisa D. Kabnick. The complaint alleges that the registration statement pursuant to which plaintiff and other class members acquired our shares during the Merger contained materially incomplete and misleading information. The complaint asserts violations of Section 11 of the Securities Act against us, Messrs. Weil, Radesca, Gong, and Perla, and Ms. Kabnick, violations of Section 12(a)(2) of the Securities Act against us and Mr. Weil, and control person liability under Section 15 of the Securities Act against the Advisor, AR Global, and Messrs. Schorsch and Kahane. The complaint seeks unspecified damages and rescission of our sale of stock pursuant to the registration statement. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time.
On July 11, 2019, the New York State Supreme Court issued an order consolidating the three above-mentioned cases: Terry Hibbard, Bracken, and Callaway (the “Consolidated Cases”). The Court also stayed the Consolidated Cases pending a decision on the motions to dismiss in the St. Clair-Hibbard litigation pending in the United States District Court for the Southern District of New York. Following a decision on the motions to dismiss in the St. Clair-Hibbard litigation, plaintiffs will have 30 days to file an amended or consolidated complaint in the Consolidated Cases, and we will have 45 days from plaintiffs’ filing to respond.
There are no other material legal or regulatory proceedings pending or known to be contemplated against us.
During the three and six months ended June 30, 2019, we incurred approximately $0.2 million and $0.5 million in legal costs related to the above litigation and during the three and six months ended June 30, 2018, we incurred $1.1 million and $1.2 million, respectively, in legal costs related to the litigation above. A portion of these litigation costs are subject to a claim for reimbursement under the insurance policies maintained by us, and during the three and six months ended June 30, 2019, reimbursements of $0.1 million and $1.8 million were received and recorded in other income in the consolidated statements of operations. We may receive additional reimbursements in the future.
Item 1A. Risk Factors.
There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018, except as set forth below:
If we are not able to increase the amount of cash we have available to pay dividends, including through additional cash flows we expect to generate from completing acquisitions, our ability to comply with our Credit Facility may be adversely affected.
Pursuant to our Credit Facility, we may not pay distributions, including cash dividends on equity securities (including the Series A Preferred Stock) in an aggregate amount exceeding 95% of Modified FFO (as defined in our Credit Facility) for periods that will vary over the upcoming fiscal quarters, such that (i) for the quarter ended June 30, 2019, we may not pay distributions in an aggregate amount exceeding 95% of Modified FFO for that fiscal quarter, (ii) for the two-quarter period ending September 30, 2019, we may not pay distributions in an aggregate amount exceeding 95% of Modified FFO for that fiscal quarter and the prior fiscal quarter, (iii) for the three-quarter period ending December 31, 2019, we may not pay distributions in an aggregate amount exceeding 95% of Modified FFO for that fiscal quarter and the prior two fiscal quarters, and (iv) commencing with the quarter ending March 31, 2020, we will again not be able to pay distributions in an aggregate amount exceeding 95% of Modified FFO for any look-back period of four consecutive fiscal quarters. During the fiscal quarters ended December 31, 2018 and March 31, 2019, we relied on an exception under our Credit Facility permitting us to pay distributions in an aggregate amount exceeding 110% of Modified FFO for each of those fiscal quarters. We will not be able to rely on this exception again without seeking consent from the lenders under our Credit Facility. There is no assurance that the lenders would consent or that we will generate cash flows and Modified FFO in an amount sufficient to pay dividends on the outstanding equity securities including the Series A Preferred Stock and comply with our Credit Facility. Doing so depends, in part, on our ability, and the time needed, to invest in new cash flow generating acquisitions. There is no assurance we will complete pending or future acquisitions. If we are not able to increase the amount of cash we have available to pay dividends, including through additional cash flows we expect to generate from completing acquisitions, our ability to comply with our Credit Facility or the terms of the Series A Preferred Stock in future periods may be adversely affected. Further, we may have to identify other financing sources to fund dividends. There can be no assurance that other sources will be available on favorable terms, or at all.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sale of Unregistered Equity Securities
There were no unregistered sales of our equity securities during the three months ended June 30, 2019.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
There were no shares purchased during the three months ended June 30, 2019.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this Quarterly Report on Form 10-Q.
68
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| American Finance Trust, Inc. | ||
| By: | /s/ Edward M. Weil, Jr. | |
| Edward M. Weil, Jr. | ||
Chief Executive Officer and President (Principal Executive Officer) | ||
| By: | /s/ Katie P. Kurtz | |
| Katie P. Kurtz | ||
| Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) | ||
Dated: August 8, 2019
69
EXHIBITS INDEX
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (and are numbered in accordance with Item 601 of Regulation S-K).
| Exhibit No. | Description | |
| Articles of Amendment and Restatement | ||
| Fourth Amended and Restated Bylaws | ||
| Articles Supplementary relating to election to be subject to Section 3-803 of MGCL | ||
| Articles of Amendment relating to reverse stock split, dated July 3, 2018 | ||
| Articles of Amendment relating to par value decrease, dated July 3, 2018 | ||
| Articles of Amendment relating to common stock name change, dated July 3, 2018 | ||
| Articles Supplementary relating to reclassification of common stock, dated July 3, 2018 | ||
| Certification of Notice of American Finance Trust, Inc. filed with the State Department of Assessments and Taxation of Maryland on September 18, 2018 | ||
| Certification of Notice of American Finance Trust, Inc. filed with the State Department of Assessments and Taxation of Maryland on December 20, 2018 | ||
| Articles Supplementary designating 7.50% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | ||
| Articles Supplementary designating additional shares of 7.50% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | ||
| Third Amendment, dated May 8, 2019, to the Second Amended and Restated Agreement of Limited Partnership of American Finance Operating Partnership, L.P, dated as of July 19, 2018 | ||
4.2 * | Master Indenture, dated as of May 30, 2019, by and among AFN ABSPROP001, LLC, AFN ABSPROP001-A, LLC, AFN ABSPROP001-B, LLC, and Citibank, N.A., as indenture trustee | |
| Series 2019 I Indenture Supplement, dated as of May 30, 2019, by and among AFN ABSPROP001, LLC, AFN ABSPROP001-A, LLC, AFN ABSPROP001-B, LLC, and Citibank, N.A., as indenture trustee. | ||
| Equity Distribution Agreement, May 8, 2019, among the American Finance Trust, Inc., American Finance Operating Partnership, L.P., BMO Capital Markets Corp., BBVA Securities Inc., Capital One Securities, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Mizuho Securities USA LLC and SunTrust Robinson Humphrey, Inc. (Class A common stock) | ||
| Equity Distribution Agreement, May 8, 2019, among the American Finance Trust, Inc., American Finance Operating Partnership, L.P., BMO Capital Markets Corp., BBVA Securities Inc., Capital One Securities, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Mizuho Securities USA LLC and SunTrust Robinson Humphrey, Inc. (Series A Preferred Stock). | ||
| Guaranty, dated as of May 30, 2019, by American Finance Operating Partnership, L.P. for the benefit of Citibank N.A., as indenture trustee | ||
| Property Management and Servicing Agreement, dated as of May 30, 2019, by and among AFN ABSPROP001, LLC, AFN ABSPROP001-A, LLC, AFN ABSPROP001-B, LLC, American Finance Properties, LLC, as property manager and special servicer, KeyBank National Association, as back-up manager, and Citibank N.A., as indenture trustee | ||
| Amendment No. 1, dated as of June 25, 2019, to Equity Distribution Agreement, dated May 8, 2019, among American Finance Trust, Inc., American Finance Operating Partnership, L.P., BMO Capital Markets Corp., BBVA Securities Inc., B. Riley FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., SunTrust Robinson Humphrey, Inc. and SG Americas Securities, LLC (Class A Common Stock) | ||
| Amendment No. 1, dated as of June 25, 2019, to Equity Distribution Agreement, dated May 8, 2019, among American Finance Trust, Inc., American Finance Operating Partnership, L.P., BMO Capital Markets Corp., BBVA Securities Inc., B. Riley FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., SunTrust Robinson Humphrey, Inc. and D.A. Davidson & Co. (Series A Preferred Stock) | ||
31.1 * | Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 * | Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32 * | Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS * | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH * | XBRL Taxonomy Extension Schema Document. | |
70
EXHIBITS INDEX
| Exhibit No. | Description | |
| 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. | |
| 104 * | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
____________________
| * | Filed herewith. |
(1) Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed with the SEC on August 11, 2015.
(2) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 19, 2018.
(3) Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 13,
2017.
(4) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 9, 2018.
(5) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 20, 2018.
(6) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 20, 2018.
(7) Filed as an exhibit to our registration statement on Form 8-A filed with the SEC on March 25, 2019.
(8) Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the SEC on May 8, 2019.
(9) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 31, 2019.
(10) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 25, 2019.
71