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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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27-3148022
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2398 East Camelback Road, 4
th
Floor
Phoenix, Arizona 85016
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(602) 778-8700
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(Address of principal executive offices; zip code)
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(Registrant’s telephone number, including area code)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Title of Each Class
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Trading Symbol
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Name of each exchange on which registered
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None
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None
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None
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Item 1.
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Financial Statements
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March 31, 2019
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December 31, 2018
|
||||
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ASSETS
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|
||||
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Real estate assets:
|
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|
||||
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Land
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$
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1,129,808
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$
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1,172,449
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Buildings, fixtures and improvements
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3,153,157
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3,271,592
|
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||
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Intangible lease assets
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533,982
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|
554,868
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|
||
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Total real estate assets, at cost
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4,816,947
|
|
|
4,998,909
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|
||
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Less: accumulated depreciation and amortization
|
(593,664
|
)
|
|
(597,756
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)
|
||
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Total real estate assets, net
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4,223,283
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4,401,153
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||
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Loans held-for-investment, net
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85,122
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89,762
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Cash and cash equivalents
|
16,202
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|
10,533
|
|
||
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Restricted cash
|
9,928
|
|
|
9,141
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|
||
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Rents and tenant receivables
|
82,530
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|
81,686
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|
||
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Derivative assets, prepaid expenses, revenue bonds and other assets
|
15,776
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|
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16,229
|
|
||
|
Deferred costs, net
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1,850
|
|
|
2,087
|
|
||
|
Assets held for sale
|
20,749
|
|
|
6,780
|
|
||
|
Total assets
|
$
|
4,455,440
|
|
|
$
|
4,617,371
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
|
Notes payable and credit facility, net
|
$
|
2,406,346
|
|
|
$
|
2,516,914
|
|
|
Accounts payable and accrued expenses
|
26,391
|
|
|
25,014
|
|
||
|
Due to affiliates
|
5,076
|
|
|
5,156
|
|
||
|
Intangible lease liabilities, net
|
33,325
|
|
|
36,418
|
|
||
|
Distributions payable
|
16,518
|
|
|
16,518
|
|
||
|
Deferred rental income and other liabilities
|
11,637
|
|
|
16,254
|
|
||
|
Total liabilities
|
2,499,293
|
|
|
2,616,274
|
|
||
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Commitments and contingencies
|
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|
||||
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Redeemable common stock and noncontrolling interest
|
184,276
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|
184,247
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|
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STOCKHOLDERS’ EQUITY
|
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|
||||
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Preferred stock, $0.01 par value per share; 10,000,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
|
Common stock, $0.01 par value per share; 490,000,000 shares authorized, 311,330,500 and 311,381,396 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
3,113
|
|
|
3,114
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|
||
|
Capital in excess of par value
|
2,606,819
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|
2,607,330
|
|
||
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Accumulated distributions in excess of earnings
|
(843,763
|
)
|
|
(804,617
|
)
|
||
|
Accumulated other comprehensive income
|
5,702
|
|
|
11,023
|
|
||
|
Total stockholders’ equity
|
1,771,871
|
|
|
1,816,850
|
|
||
|
Total liabilities, redeemable common stock, noncontrolling interest and stockholders’ equity
|
$
|
4,455,440
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|
|
$
|
4,617,371
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|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Revenues:
|
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|
||||
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Rental and other property income
|
$
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104,762
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$
|
109,503
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Interest income
|
4,498
|
|
|
—
|
|
||
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Total revenues
|
109,260
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|
109,503
|
|
||
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Operating expenses:
|
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|
|||
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General and administrative
|
3,447
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3,316
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|
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Property operating
|
9,317
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8,558
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|
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Real estate tax
|
9,418
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9,554
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|
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Advisory fees and expenses
|
10,019
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10,588
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|
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Transaction-related
|
191
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|
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35
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|
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Depreciation and amortization
|
31,992
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34,991
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|
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Impairment
|
20,073
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|
|
—
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|
||
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Total operating expenses
|
84,457
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|
67,042
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|
||
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Gain on disposition of real estate, net
|
9,940
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|
264
|
|
||
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Operating income
|
34,743
|
|
|
42,725
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|
||
|
Other expense:
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|
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|
||||
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Interest expense and other, net
|
(25,892
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)
|
|
(23,652
|
)
|
||
|
Net income
|
8,851
|
|
|
19,073
|
|
||
|
Net income allocated to noncontrolling interest
|
34
|
|
|
34
|
|
||
|
Net income attributable to the Company
|
$
|
8,817
|
|
|
$
|
19,039
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
||||
|
Basic and diluted
|
311,393,554
|
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|
311,585,780
|
|
||
|
Net income per common share:
|
|
|
|
||||
|
Basic and diluted
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Net income
|
$
|
8,851
|
|
|
$
|
19,073
|
|
|
Other comprehensive (loss) income
|
|
|
|
||||
|
Unrealized (loss) gain on interest rate swaps
|
(3,844
|
)
|
|
9,931
|
|
||
|
Amount of gain reclassified from other comprehensive income into income as interest expense and other, net
|
(1,477
|
)
|
|
(541
|
)
|
||
|
Total other comprehensive (loss) income
|
(5,321
|
)
|
|
9,390
|
|
||
|
|
|
|
|
||||
|
Comprehensive income
|
3,530
|
|
|
28,463
|
|
||
|
Comprehensive income allocated to noncontrolling interest
|
34
|
|
|
34
|
|
||
|
Comprehensive income attributable to the Company
|
$
|
3,496
|
|
|
$
|
28,429
|
|
|
|
Common Stock
|
|
Capital in Excess
of Par Value
|
|
Accumulated
Distributions in Excess of Earnings
|
|
Accumulated
Other Comprehensive Income |
|
Total
Stockholders’
Equity
|
|||||||||||||
|
|
Number of
Shares
|
|
Par Value
|
|
||||||||||||||||||
|
Balance, January 1, 2019
|
311,381,396
|
|
|
$
|
3,114
|
|
|
$
|
2,607,330
|
|
|
$
|
(804,617
|
)
|
|
$
|
11,023
|
|
|
$
|
1,816,850
|
|
|
Issuance of common stock
|
2,267,609
|
|
|
22
|
|
|
21,225
|
|
|
—
|
|
|
—
|
|
|
21,247
|
|
|||||
|
Equity-based compensation
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||
|
Distributions declared on common stock — $0.15 per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,963
|
)
|
|
—
|
|
|
(47,963
|
)
|
|||||
|
Redemptions of common stock
|
(2,318,505
|
)
|
|
(23
|
)
|
|
(21,701
|
)
|
|
—
|
|
|
—
|
|
|
(21,724
|
)
|
|||||
|
Changes in redeemable common stock
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|||||
|
Comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
8,817
|
|
|
(5,321
|
)
|
|
3,496
|
|
|||||
|
Balance, March 31, 2019
|
311,330,500
|
|
|
$
|
3,113
|
|
|
$
|
2,606,819
|
|
|
$
|
(843,763
|
)
|
|
$
|
5,702
|
|
|
$
|
1,771,871
|
|
|
|
Common Stock
|
|
Capital in Excess
of Par Value
|
|
Accumulated
Distributions in Excess of Earnings
|
|
Accumulated
Other Comprehensive Income |
|
Total
Stockholders’
Equity
|
|||||||||||||
|
|
Number of
Shares
|
|
Par Value
|
|
||||||||||||||||||
|
Balance, January 1, 2018
|
311,582,319
|
|
|
$
|
3,116
|
|
|
$
|
2,607,300
|
|
|
$
|
(646,834
|
)
|
|
$
|
6,630
|
|
|
$
|
1,970,212
|
|
|
Cumulative effect of accounting changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(487
|
)
|
|
487
|
|
|
—
|
|
|||||
|
Issuance of common stock
|
2,343,076
|
|
|
23
|
|
|
23,595
|
|
|
—
|
|
|
—
|
|
|
23,618
|
|
|||||
|
Distributions declared on common stock — $0.15 per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,993
|
)
|
|
—
|
|
|
(47,993
|
)
|
|||||
|
Redemptions of common stock
|
(2,411,145
|
)
|
|
(24
|
)
|
|
(24,280
|
)
|
|
—
|
|
|
—
|
|
|
(24,304
|
)
|
|||||
|
Changes in redeemable common stock
|
—
|
|
|
—
|
|
|
686
|
|
|
—
|
|
|
—
|
|
|
686
|
|
|||||
|
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
19,039
|
|
|
9,390
|
|
|
28,429
|
|
|||||
|
Balance, March 31, 2018
|
311,514,250
|
|
|
$
|
3,115
|
|
|
$
|
2,607,301
|
|
|
$
|
(676,275
|
)
|
|
$
|
16,507
|
|
|
$
|
1,950,648
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income
|
$
|
8,851
|
|
|
$
|
19,073
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization, net
|
31,481
|
|
|
34,597
|
|
||
|
Amortization of deferred financing costs
|
1,317
|
|
|
1,355
|
|
||
|
Amortization of fair value adjustment of mortgage notes payable assumed
|
(22
|
)
|
|
(21
|
)
|
||
|
Amortization and (accretion) on deferred loan fees
|
(758
|
)
|
|
—
|
|
||
|
Capitalized interest income
|
(2,643
|
)
|
|
—
|
|
||
|
Equity-based compensation
|
32
|
|
|
—
|
|
||
|
Straight-line rental income, net
|
(1,176
|
)
|
|
(1,815
|
)
|
||
|
Gain on disposition of real estate assets, net
|
(9,940
|
)
|
|
(264
|
)
|
||
|
Amortization of gain on swap termination
|
(5
|
)
|
|
—
|
|
||
|
Impairment of real estate assets
|
20,073
|
|
|
—
|
|
||
|
Changes in assets and liabilities:
|
|
|
|
||||
|
Rents and tenant receivables
|
(120
|
)
|
|
538
|
|
||
|
Prepaid expenses and other assets
|
(4,867
|
)
|
|
(1,306
|
)
|
||
|
Accounts payable and accrued expenses
|
1,921
|
|
|
4,181
|
|
||
|
Deferred rental income and other liabilities
|
(4,617
|
)
|
|
311
|
|
||
|
Due from affiliates
|
—
|
|
|
56
|
|
||
|
Due to affiliates
|
(80
|
)
|
|
(484
|
)
|
||
|
Net cash provided by operating activities
|
39,447
|
|
|
56,221
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Investment in real estate assets and capital expenditures
|
(1,550
|
)
|
|
(960
|
)
|
||
|
Proceeds from loans held-for-investment
|
7,961
|
|
|
—
|
|
||
|
Exit fees received on loans held-for-investment
|
80
|
|
|
—
|
|
||
|
Net proceeds from disposition of real estate assets
|
120,652
|
|
|
1,958
|
|
||
|
Proceeds from the settlement of insurance claims
|
4
|
|
|
13
|
|
||
|
Net cash provided by investing activities
|
127,147
|
|
|
1,011
|
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Redemptions of common stock
|
(21,724
|
)
|
|
(24,304
|
)
|
||
|
Distributions to stockholders
|
(26,716
|
)
|
|
(24,378
|
)
|
||
|
Proceeds from notes payable and credit facility
|
27,500
|
|
|
41,000
|
|
||
|
Repayments of notes payable and credit facility
|
(139,126
|
)
|
|
(50,120
|
)
|
||
|
Distributions to noncontrolling interest
|
(72
|
)
|
|
(69
|
)
|
||
|
Net cash used in financing activities
|
(160,138
|
)
|
|
(57,871
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents and restricted cash
|
6,456
|
|
|
(639
|
)
|
||
|
Cash and cash equivalents and restricted cash, beginning of period
|
19,674
|
|
|
13,843
|
|
||
|
Cash and cash equivalents and restricted cash, end of period
|
$
|
26,130
|
|
|
$
|
13,204
|
|
|
Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
16,202
|
|
|
$
|
3,418
|
|
|
Restricted cash
|
9,928
|
|
|
9,786
|
|
||
|
Total cash and cash equivalents and restricted cash
|
$
|
26,130
|
|
|
$
|
13,204
|
|
|
Buildings
|
40 years
|
|
Site improvements
|
15 years
|
|
Tenant improvements
|
Lesser of useful life or lease term
|
|
Intangible lease assets
|
Lease term
|
|
|
Balance as of
March 31, 2019 |
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
Financial assets:
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swaps
|
$
|
5,677
|
|
|
$
|
—
|
|
|
$
|
5,677
|
|
|
$
|
—
|
|
|
Total financial assets
|
$
|
5,677
|
|
|
$
|
—
|
|
|
$
|
5,677
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Balance as of
December 31, 2018 |
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
Financial assets:
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swaps
|
$
|
10,993
|
|
|
$
|
—
|
|
|
$
|
10,993
|
|
|
$
|
—
|
|
|
Total financial assets
|
$
|
10,993
|
|
|
$
|
—
|
|
|
$
|
10,993
|
|
|
$
|
—
|
|
|
|
|
Revenue Bonds
|
||
|
Beginning Balance, December 31, 2018
|
|
$
|
2,044
|
|
|
Payments received
|
|
(1
|
)
|
|
|
Ending Balance, March 31, 2019
|
|
$
|
2,043
|
|
|
|
|
Revenue Bonds
|
||
|
Beginning Balance, December 31, 2017
|
|
$
|
2,067
|
|
|
Payments received
|
|
(5
|
)
|
|
|
Ending Balance, March 31, 2018
|
|
$
|
2,062
|
|
|
|
|
Three Months Ended
|
||||||
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Asset class impaired:
|
|
|
|
|
||||
|
Land
|
|
$
|
2,527
|
|
|
$
|
—
|
|
|
Buildings, fixtures and improvements
|
|
17,107
|
|
|
—
|
|
||
|
Intangible lease assets
|
|
482
|
|
|
—
|
|
||
|
Intangible lease liabilities
|
|
(43
|
)
|
|
—
|
|
||
|
Total impairment loss
|
|
$
|
20,073
|
|
|
$
|
—
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
Intangible lease assets:
|
|
|
|
||||
|
In-place leases and other intangibles, net of accumulated amortization of $181,010 and $184,532, respectively (with a weighted average life remaining of 10.0 years and 10.1 years, respectively)
|
|
|
|
||||
|
$
|
292,273
|
|
|
$
|
307,895
|
|
|
|
Acquired above-market leases, net of accumulated amortization of $28,027 and $27,979, respectively (each with a weighted average life remaining of 8.4 years)
|
|
|
|
||||
|
32,672
|
|
|
34,462
|
|
|||
|
Total intangible lease assets, net
|
$
|
324,945
|
|
|
$
|
342,357
|
|
|
Intangible lease liabilities:
|
|
|
|
||||
|
Acquired below-market leases, net of accumulated amortization of $33,690 and $34,732, respectively (each with a weighted average life remaining of 7.2 years)
|
|
|
|
||||
|
$
|
33,325
|
|
|
$
|
36,418
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
In-place lease and other intangible amortization
|
$
|
9,474
|
|
|
$
|
10,995
|
|
|
Above-market lease amortization
|
$
|
1,290
|
|
|
$
|
1,730
|
|
|
Below-market lease amortization
|
$
|
1,816
|
|
|
$
|
2,139
|
|
|
|
|
Amortization
|
||||||||||
|
|
|
In-Place Leases and
Other Intangibles
|
|
Above-Market Leases
|
|
Below-Market Leases
|
||||||
|
Remainder of 2019
|
|
$
|
27,067
|
|
|
$
|
3,614
|
|
|
$
|
5,190
|
|
|
2020
|
|
$
|
34,229
|
|
|
$
|
4,373
|
|
|
$
|
6,238
|
|
|
2021
|
|
$
|
30,947
|
|
|
$
|
3,759
|
|
|
$
|
4,137
|
|
|
2022
|
|
$
|
29,171
|
|
|
$
|
3,529
|
|
|
$
|
3,516
|
|
|
2023
|
|
$
|
26,243
|
|
|
$
|
3,165
|
|
|
$
|
2,825
|
|
|
|
As of March 31,
|
|
As of December 31,
|
||||
|
|
2019
|
|
2018
|
||||
|
Number of loans
|
4
|
|
|
4
|
|
||
|
Principal balance
|
$
|
84,361
|
|
|
$
|
89,679
|
|
|
Net book value
|
$
|
85,122
|
|
|
$
|
89,762
|
|
|
Weighted-average interest rate
(1)
|
17.3
|
%
|
|
17.2
|
%
|
||
|
Weighted-average maximum years to maturity
(2)
|
2.1
|
|
|
2.4
|
|
||
|
(1)
|
The Junior Mezzanine Loans were indexed to one-month LIBOR plus an interest rate spread of
14.85%
as of both
March 31, 2019
and
December 31, 2018
.
|
|
(2)
|
Maximum maturity assumes all extension options are exercised by the borrower, however the Company’s loans may be repaid prior to such date.
|
|
|
|
Principal Balance
|
|
Deferred Fees / Other Items
(1)
|
|
Net Book Value
|
||||||
|
Beginning Balance, December 31, 2018
|
|
$
|
89,679
|
|
|
$
|
83
|
|
|
$
|
89,762
|
|
|
Principal repayments received
|
|
(7,961
|
)
|
|
—
|
|
|
(7,961
|
)
|
|||
|
Capitalized interest
(2)
|
|
2,643
|
|
|
—
|
|
|
2,643
|
|
|||
|
Deferred fees and other items
|
|
—
|
|
|
(80
|
)
|
|
(80
|
)
|
|||
|
Accretion (amortization) of fees and other items
|
|
—
|
|
|
758
|
|
|
758
|
|
|||
|
Ending Balance, March 31, 2019
|
|
$
|
84,361
|
|
|
$
|
761
|
|
|
$
|
85,122
|
|
|
(1)
|
Deferred fees includes a
$5.6 million
deferred origination fee and
$1.0 million
of exit fees which are being accreted over the life of the loan as interest income in the accompanying condensed consolidated statements of operations. Other items primarily consist of purchase discounts or premiums, exit fees and deferred origination expenses.
|
|
(2)
|
Represents accrued interest on loans whose terms do not require a current cash payment of interest.
|
|
|
|
|
Outstanding Notional
|
|
|
|
|
|
|
|
Fair Value of Assets
|
||
|
|
Balance Sheet
|
|
Amount as of
|
|
Interest
|
|
Effective
|
|
Maturity
|
|
March 31,
|
|
December 31,
|
|
|
Location
|
|
March 31, 2019
|
|
Rates
(1)
|
|
Dates
|
|
Dates
|
|
2019
|
|
2018
|
|
Interest Rate Swaps
|
Derivative assets, prepaid expenses, revenue bonds and other assets
|
|
$940,766
|
|
2.55% to 4.02%
|
|
10/1/2015 to 8/15/2018
|
|
10/1/2020 to 7/1/2021
|
|
$5,677
|
|
$10,993
|
|
(1)
|
The interest rates consist of the underlying index swapped to a fixed rate and the applicable interest rate spread as of
March 31, 2019
.
|
|
|
|
|
During the Three Months Ended March 31, 2019
|
|
|
||||||||||||||
|
|
Balance as of December 31, 2018
|
|
Debt Issuances & Assumptions
(1)
|
|
Repayments & Modifications
(4)
|
|
Accretion and (Amortization)
|
|
Balance as of
March 31, 2019 |
||||||||||
|
Fixed rate debt
|
$
|
1,178,166
|
|
|
$
|
—
|
|
|
$
|
(49,426
|
)
|
|
$
|
—
|
|
|
$
|
1,128,740
|
|
|
Variable rate debt
|
20,500
|
|
|
—
|
|
|
49,300
|
|
|
—
|
|
|
69,800
|
|
|||||
|
Credit facility
|
1,331,000
|
|
|
27,500
|
|
|
(139,000
|
)
|
|
—
|
|
|
1,219,500
|
|
|||||
|
Total debt
|
2,529,666
|
|
|
27,500
|
|
|
(139,126
|
)
|
|
—
|
|
|
2,418,040
|
|
|||||
|
Net premiums
(2)
|
331
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
309
|
|
|||||
|
Deferred costs – credit facility
(3)
|
(6,731
|
)
|
|
—
|
|
|
—
|
|
|
524
|
|
|
(6,207
|
)
|
|||||
|
Deferred costs – fixed rate debt
|
(6,352
|
)
|
|
|
|
|
|
|
|
556
|
|
|
(5,796
|
)
|
|||||
|
Total debt, net
|
$
|
2,516,914
|
|
|
$
|
27,500
|
|
|
$
|
(139,126
|
)
|
|
$
|
1,058
|
|
|
$
|
2,406,346
|
|
|
(1)
|
Includes deferred financing costs incurred during the period.
|
|
(2)
|
Net premiums on mortgage notes payable were recorded upon the assumption of the respective debt instruments. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective debt instruments using the effective-interest method.
|
|
(3)
|
Deferred costs related to the term portion of the Credit Facility (as defined below).
|
|
(4)
|
During the
three months ended
March 31, 2019
, an interest rate swap agreement associated with
$49.3 million
of variable rate debt matured and as such the mortgage note is no longer considered to be fixed rate debt as of
March 31, 2019
.
|
|
|
Principal Repayments
|
||
|
Remainder of 2019
|
$
|
49,673
|
|
|
2020
|
318,215
|
|
|
|
2021
|
270,103
|
|
|
|
2022
|
1,092,464
|
|
|
|
2023
|
491,375
|
|
|
|
Thereafter
|
196,210
|
|
|
|
Total
|
$
|
2,418,040
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
|
|
|
|
||||
|
Distributions declared and unpaid
|
$
|
16,518
|
|
|
$
|
16,528
|
|
|
Accrued capital expenditures
|
$
|
13
|
|
|
$
|
501
|
|
|
Interest income capitalized to loans held-for-investment
|
$
|
2,643
|
|
|
$
|
—
|
|
|
Common stock issued through distribution reinvestment plan
|
$
|
21,247
|
|
|
$
|
23,618
|
|
|
Change in fair value of interest rate swaps
|
$
|
(5,316
|
)
|
|
$
|
9,390
|
|
|
Supplemental Cash Flow Disclosures:
|
|
|
|
||||
|
Interest paid
|
$
|
24,536
|
|
|
$
|
22,120
|
|
|
Cash paid for taxes
|
$
|
94
|
|
|
$
|
95
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Acquisition fees and expenses
|
$
|
186
|
|
|
$
|
30
|
|
|
Disposition fees
|
$
|
801
|
|
|
$
|
—
|
|
|
Advisory fees and expenses
|
$
|
10,019
|
|
|
$
|
10,588
|
|
|
Operating expenses
|
$
|
974
|
|
|
$
|
1,020
|
|
|
|
Future Minimum Rental Income
|
|||
|
Remainder of 2019
|
$
|
257,193
|
|
|
|
2020
|
335,607
|
|
||
|
2021
|
319,932
|
|
||
|
2022
|
304,735
|
|
||
|
2023
|
278,910
|
|
||
|
Thereafter
|
1,696,963
|
|
||
|
Total
|
$
|
3,193,340
|
|
|
|
Year Ending December 31,
|
|
Future Minimum Rental Income
|
||
|
2019
|
$
|
352,699
|
|
|
|
2020
|
343,991
|
|
||
|
2021
|
327,661
|
|
||
|
2022
|
311,858
|
|
||
|
2023
|
284,510
|
|
||
|
Thereafter
|
1,718,650
|
|
||
|
Total
|
$
|
3,339,369
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Fixed rental and other property income
|
$
|
89,765
|
|
|
$
|
93,871
|
|
|
Variable rental and other property income
|
14,997
|
|
|
15,632
|
|
||
|
Total rental and other property income
|
$
|
104,762
|
|
|
$
|
109,503
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
•
|
We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.
|
|
•
|
We are subject to risks associated with tenant, geographic and industry concentrations with respect to our properties.
|
|
•
|
Our properties, intangible assets and other assets may be subject to impairment charges.
|
|
•
|
We could be subject to unexpected costs or unexpected liabilities that may arise from potential dispositions.
|
|
•
|
We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties and we may be unable to acquire, dispose of, or lease properties on advantageous terms.
|
|
•
|
We could be subject to risks associated with bankruptcies or insolvencies of tenants or from tenant defaults generally.
|
|
•
|
We have substantial indebtedness, which may affect our ability to pay distributions, and expose us to interest rate fluctuation risk and the risk of default under our debt obligations.
|
|
•
|
We are subject to risks associated with the incurrence of additional secured or unsecured debt.
|
|
•
|
We may not be able to maintain profitability.
|
|
•
|
We may not generate cash flows sufficient to pay our distributions to stockholders or meet our debt service obligations.
|
|
•
|
We may be affected by risks resulting from losses in excess of insured limits.
|
|
•
|
We may fail to remain qualified as a REIT for U.S. federal income tax purposes.
|
|
•
|
Our advisor has the right to terminate the advisory agreement upon 60 days’ written notice without cause or penalty.
|
|
•
|
Disposed of
34
properties, consisting of
31
retail properties and
three
anchored shopping centers, excluding a related outparcel of land, for an aggregate sales price of
$124.3 million
.
|
|
•
|
Total debt
decreased
by
$111.6 million
, from
$2.53 billion
to
$2.42 billion
.
|
|
|
As of March 31,
|
|||||
|
|
2019
|
|
2018
|
|||
|
Number of commercial properties
|
857
|
|
|
908
|
|
|
|
Rentable square feet (in thousands)
(1)
|
25,637
|
|
|
26,877
|
|
|
|
Percentage of rentable square feet leased
|
95.7
|
%
|
|
97.0
|
%
|
|
|
Percentage of investment-grade tenants
(2)
|
38.4
|
%
|
|
38.7
|
%
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
(1) Includes square feet of the buildings on land parcels subject to ground leases.
|
|
|
||||
|
(2) Investment-grade tenants are those with a credit rating of BBB- or higher by Standard & Poor’s Financial Services LLC (“Standard & Poor’s”) or a credit rating of Baa3 or higher by Moody’s Investor Service, Inc. (“Moody’s”). The ratings may reflect those assigned by Standard & Poor’s or Moody’s to the lease guarantor or the parent company, as applicable. The weighted average credit rating is weighted based on annualized rental income and is for only those tenants rated by Standard & Poor’s.
|
||||||
|
|
Total
|
|
Same Store
|
|
Non-Same Store
(1)
|
||||||||||||||||||||||||||||||
|
|
For the Three Months Ended March 31,
|
|
For the Three Months Ended March 31,
|
|
For the Three Months Ended March 31,
|
||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||||||||
|
Rental and other property income
|
$
|
104,762
|
|
|
$
|
109,503
|
|
|
$
|
(4,741
|
)
|
|
$
|
101,431
|
|
|
$
|
104,558
|
|
|
$
|
(3,127
|
)
|
|
$
|
3,331
|
|
|
$
|
4,945
|
|
|
$
|
(1,614
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Property operating expenses
|
9,317
|
|
|
8,558
|
|
|
759
|
|
|
8,400
|
|
|
8,067
|
|
|
333
|
|
|
917
|
|
|
491
|
|
|
426
|
|
|||||||||
|
Real estate tax expenses
|
9,418
|
|
|
9,554
|
|
|
(136
|
)
|
|
9,284
|
|
|
9,121
|
|
|
163
|
|
|
134
|
|
|
433
|
|
|
(299
|
)
|
|||||||||
|
Total property operating expenses
|
18,735
|
|
|
18,112
|
|
|
623
|
|
|
17,684
|
|
|
17,188
|
|
|
496
|
|
|
1,051
|
|
|
924
|
|
|
127
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Net operating income
|
$
|
86,027
|
|
|
$
|
91,391
|
|
|
$
|
(5,364
|
)
|
|
$
|
83,747
|
|
|
$
|
87,370
|
|
|
$
|
(3,623
|
)
|
|
$
|
2,280
|
|
|
$
|
4,021
|
|
|
$
|
(1,741
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Interest income
|
$
|
4,498
|
|
|
$
|
—
|
|
|
$
|
4,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
General and administrative expenses
|
(3,447
|
)
|
|
(3,316
|
)
|
|
(131
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Advisory fees and expenses
|
(10,019
|
)
|
|
(10,588
|
)
|
|
569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Transaction-related expenses
|
(191
|
)
|
|
(35
|
)
|
|
(156
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Depreciation and amortization
|
(31,992
|
)
|
|
(34,991
|
)
|
|
2,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Impairment
|
(20,073
|
)
|
|
—
|
|
|
(20,073
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Gain on disposition of real estate, net
|
9,940
|
|
|
264
|
|
|
9,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Interest expense and other, net
|
(25,892
|
)
|
|
(23,652
|
)
|
|
(2,240
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Net income
|
$
|
8,851
|
|
|
$
|
19,073
|
|
|
$
|
(10,222
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(1)
|
Includes income from properties disposed of subsequent to January 1, 2018.
|
|
Period Commencing
|
|
Period Ending
|
|
Daily Distribution Amount
|
|
April 14, 2012
|
|
December 31, 2012
|
|
$0.001707848
|
|
January 1, 2013
|
|
December 31, 2015
|
|
$0.001712523
|
|
January 1, 2016
|
|
December 31, 2016
|
|
$0.001706776
|
|
January 1, 2017
|
|
September 30, 2019
|
|
$0.001711452
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2019
|
|
2018
|
||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
Distributions paid in cash
|
$
|
26,716
|
|
|
56
|
%
|
|
$
|
24,378
|
|
|
51
|
%
|
|
Distributions reinvested
|
21,247
|
|
|
44
|
%
|
|
23,618
|
|
|
49
|
%
|
||
|
Total distributions
|
$
|
47,963
|
|
|
100
|
%
|
|
$
|
47,996
|
|
|
100
|
%
|
|
Sources of distributions:
|
|
|
|
|
|
|
|
||||||
|
Net cash provided by operating activities
(1)
|
$
|
47,963
|
|
|
100
|
%
|
|
$
|
47,996
|
|
|
100
|
%
|
|
(1)
|
Includes cash flows from operating activities in excess of distributions from prior periods. Net cash provided by operating activities for the
three months ended
March 31, 2019
and
2018
was
$39.4 million
and
$56.2 million
, respectively.
|
|
|
Payments due by period
(1)
|
||||||||||||||||||
|
|
Total
|
|
Less Than 1
Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
Principal payments — fixed rate debt
(2)
|
$
|
1,128,740
|
|
|
$
|
963
|
|
|
$
|
399,216
|
|
|
$
|
558,047
|
|
|
$
|
170,514
|
|
|
Interest payments — fixed rate debt
(3)
|
154,843
|
|
|
44,285
|
|
|
65,774
|
|
|
40,127
|
|
|
4,657
|
|
|||||
|
Principal payments — variable rate debt
|
69,800
|
|
|
69,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Interest payments — variable rate debt
(4)
|
2,159
|
|
|
2,159
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Principal payments — credit facility
|
1,219,500
|
|
|
—
|
|
|
1,219,500
|
|
|
—
|
|
|
—
|
|
|||||
|
Interest payments — credit facility
(5)
|
142,602
|
|
|
50,819
|
|
|
91,783
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
$
|
2,717,644
|
|
|
$
|
168,026
|
|
|
$
|
1,776,273
|
|
|
$
|
598,174
|
|
|
$
|
175,171
|
|
|
(1)
|
The table does not include amounts due to CR IV Management or its affiliates pursuant to our advisory agreement because such amounts are not fixed and determinable.
|
|
(2)
|
Principal payment amounts reflect actual payments based on the face amount of notes payable secured by our wholly-owned properties, which excludes the fair value adjustment, net of amortization, of mortgage notes assumed of
$309,000
as of
March 31, 2019
.
|
|
(3)
|
As of
March 31, 2019
, we had
$129.1 million
of variable rate debt effectively fixed through the use of interest rate swap agreements. We used the effective interest rates fixed under our interest rate swap agreements to calculate the debt payment obligations in future periods.
|
|
(4)
|
As of
March 31, 2019
, we had variable rate debt outstanding of
$69.8 million
with a weighted average interest rate of
5.5%
. We used the weighted average interest rate to calculate the debt payment obligations in future periods.
|
|
(5)
|
As of
March 31, 2019
, the Term Loan outstanding totaled
$1.05 billion
,
$811.7 million
of which is subject to interest rate swap agreements. As of
March 31, 2019
, the weighted average all-in interest rate for the Swapped Term Loan was
4.0%
. The remaining
$407.8 million
outstanding under the Credit Facility had a weighted average interest rate of
4.5%
as of
March 31, 2019
.
|
|
|
|
Balance as of
|
||
|
|
|
March 31, 2019
|
||
|
Notes payable and credit facility, net
|
|
$
|
2,406,346
|
|
|
Deferred costs and net premiums
(1)
|
|
11,694
|
|
|
|
Less: Cash and cash equivalents
|
|
(16,202
|
)
|
|
|
Net debt
|
|
$
|
2,401,838
|
|
|
|
|
|
||
|
Gross real estate and related assets, net
(2)
|
|
$
|
4,857,106
|
|
|
Net debt leverage ratio
|
|
49.4
|
%
|
|
|
•
|
Recoverability of Real Estate Assets; and
|
|
•
|
Allocation of Purchase Price of Real Estate Assets.
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Period
|
|
Total Number
of Shares
Redeemed
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
|
|||||
|
January 1, 2019 - January 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
(1)
|
|
|
February 1, 2019 - February 28, 2019
|
|
2,318,146
|
|
|
$
|
9.37
|
|
|
2,318,146
|
|
|
(1)
|
|
|
March 1, 2019 - March 31, 2019
|
|
359
|
|
|
$
|
9.37
|
|
|
359
|
|
|
(1)
|
|
|
Total
|
|
2,318,505
|
|
|
|
|
2,318,505
|
|
|
(1)
|
|||
|
(1)
|
A description of the maximum number of shares that may be purchased under our share redemption program is included in the narrative preceding this table.
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
Exhibit No.
|
Description
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
3.6
|
|
|
3.7
|
|
|
4.1
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
101.INS*
|
XBRL Instance Document.
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
*
|
Filed herewith.
|
|
**
|
In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
|
|
|
Cole Credit Property Trust IV, Inc.
(Registrant)
|
|
|
|
|||
|
By:
|
|
/s/ Nathan D. DeBacker
|
|
|
Name:
|
|
Nathan D. DeBacker
|
|
|
Title:
|
|
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|