x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland | 27-3147801 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
2325 East Camelback Road, Suite 1100 Phoenix, Arizona 85016 | (602) 778-8700 | |
(Address of principal executive offices; zip code) | (Registrant’s telephone number, including area code) |
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if smaller reporting company) | Smaller reporting company | ¨ |
Item 1. | Financial Statements |
March 31, 2016 | December 31, 2015 | ||||||
ASSETS | |||||||
Investment in real estate assets: | |||||||
Land | $ | 52,168 | $ | 49,785 | |||
Buildings and improvements | 201,640 | 187,616 | |||||
Intangible lease assets | 34,162 | 32,880 | |||||
Total real estate investments, at cost | 287,970 | 270,281 | |||||
Less: accumulated depreciation and amortization | (14,854 | ) | (12,698 | ) | |||
Total real estate investments, net | 273,116 | 257,583 | |||||
Investment in marketable securities | 5,276 | 5,237 | |||||
Total real estate investments and marketable securities, net | 278,392 | 262,820 | |||||
Cash and cash equivalents | 13,817 | 14,840 | |||||
Restricted cash | 213 | 118 | |||||
Rents and tenant receivables, net | 2,994 | 2,655 | |||||
Prepaid expenses, property escrow deposits and other assets | 274 | 250 | |||||
Deferred costs, net | 755 | 819 | |||||
Total assets | $ | 296,445 | $ | 281,502 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Credit facility and notes payable, net | $ | 107,804 | $ | 117,730 | |||
Accounts payable and accrued expenses | 1,950 | 2,122 | |||||
Escrowed investor proceeds | 145 | 50 | |||||
Due to affiliates | 1,841 | 2,006 | |||||
Intangible lease liabilities, net | 3,408 | 3,513 | |||||
Distributions payable | 927 | 788 | |||||
Derivative liabilities, deferred rental income, and other liabilities | 2,321 | 1,120 | |||||
Total liabilities | 118,396 | 127,329 | |||||
Commitments and contingencies | |||||||
Redeemable common stock | 20,786 | 17,967 | |||||
STOCKHOLDERS’ EQUITY | |||||||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding | — | — | |||||
A Shares common stock, $0.01 par value; 163,000,000 shares authorized, 1,932,527 and 1,371,763 shares issued and outstanding, respectively | 19 | 14 | |||||
I Shares common stock, $0.01 par value; 163,000,000 shares authorized, 663,136 and 657,624 shares issued and outstanding, respectively | 7 | 7 | |||||
W Shares common stock, $0.01 par value; 164,000,000 shares authorized, 8,782,488 and 7,825,063 shares issued and outstanding, respectively | 88 | 78 | |||||
Capital in excess of par value | 170,809 | 146,431 | |||||
Accumulated distributions in excess of earnings | (12,549 | ) | (9,949 | ) | |||
Accumulated other comprehensive loss | (1,111 | ) | (375 | ) | |||
Total stockholders’ equity | 157,263 | 136,206 | |||||
Total liabilities and stockholders’ equity | $ | 296,445 | $ | 281,502 |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Revenues: | |||||||
Rental income | $ | 5,284 | $ | 4,487 | |||
Tenant reimbursement income | 639 | 337 | |||||
Interest income on marketable securities | 31 | 3 | |||||
Total revenues | 5,954 | 4,827 | |||||
Operating expenses: | |||||||
General and administrative | 1,071 | 435 | |||||
Property operating | 232 | 180 | |||||
Real estate tax | 493 | 209 | |||||
Advisory fees and expenses | 550 | 284 | |||||
Acquisition-related | 340 | 69 | |||||
Depreciation and amortization | 2,058 | 1,638 | |||||
Total operating expenses | 4,744 | 2,815 | |||||
Operating income | 1,210 | 2,012 | |||||
Other income (expense): | |||||||
Interest expense and other, net | (1,227 | ) | (886 | ) | |||
Net (loss) income | $ | (17 | ) | $ | 1,126 | ||
Weighted average number of common shares outstanding: | |||||||
Basic and diluted | 10,591,618 | 7,157,057 | |||||
Net (loss) income per common share: | |||||||
Basic and diluted | $ | — | $ | 0.16 | |||
Distributions declared per common share | $ | 0.24 | $ | 0.24 |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Net (loss) income | $ | (17 | ) | $ | 1,126 | ||
Other comprehensive (loss) income: | |||||||
Unrealized holding gain on marketable securities | 113 | 5 | |||||
Less: reclassification adjustment for loss included in income as other expense | 3 | — | |||||
Unrealized loss on interest rate swaps | (990 | ) | — | ||||
Amount of loss reclassified from other comprehensive income into income as interest expense | 138 | — | |||||
Total other comprehensive (loss) income | (736 | ) | 5 | ||||
Comprehensive (loss) income | $ | (753 | ) | $ | 1,131 |
A Shares Common Stock | I Shares Common Stock | W Shares Common Stock | Capital in Excess of Par Value | Accumulated Distributions in Excess of Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
Number of Shares | Par Value | Number of Shares | Par Value | Number of Shares | Par Value | |||||||||||||||||||||||||||||||
Balance, January 1, 2016 | 1,371,763 | $ | 14 | 657,624 | $ | 7 | 7,825,063 | $ | 78 | $ | 146,431 | $ | (9,949 | ) | $ | (375 | ) | $ | 136,206 | |||||||||||||||||
Issuance of common stock | 574,316 | 5 | 5,512 | — | 1,152,777 | 12 | 31,917 | — | — | 31,934 | ||||||||||||||||||||||||||
Distributions to investors | — | — | — | — | — | — | — | (2,583 | ) | — | (2,583 | ) | ||||||||||||||||||||||||
Commissions, dealer manager and distribution fees | — | — | — | — | — | — | (678 | ) | — | — | (678 | ) | ||||||||||||||||||||||||
Other offering costs | — | — | — | — | — | — | (237 | ) | — | — | (237 | ) | ||||||||||||||||||||||||
Redemptions of common stock | (13,552 | ) | — | — | — | (195,352 | ) | (2 | ) | (3,805 | ) | — | — | (3,807 | ) | |||||||||||||||||||||
Changes in redeemable common stock | — | — | — | — | — | — | (2,819 | ) | — | — | (2,819 | ) | ||||||||||||||||||||||||
Comprehensive loss | — | — | — | — | — | — | — | (17 | ) | (736 | ) | (753 | ) | |||||||||||||||||||||||
Balance, March 31, 2016 | 1,932,527 | $ | 19 | 663,136 | $ | 7 | 8,782,488 | $ | 88 | $ | 170,809 | $ | (12,549 | ) | $ | (1,111 | ) | $ | 157,263 |
Three Months Ended March 31, | ||||||||
2016 | 2015 | |||||||
Cash flows from operating activities: | ||||||||
Net (loss) income | $ | (17 | ) | $ | 1,126 | |||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||
Depreciation and amortization, net | 2,051 | 1,685 | ||||||
Straight-line rental income | (207 | ) | (197 | ) | ||||
Amortization of deferred financing costs | 138 | 96 | ||||||
Amortization on marketable securities | 3 | — | ||||||
Loss on sale of marketable securities | 3 | — | ||||||
Bad debt expense | 1 | 2 | ||||||
Changes in assets and liabilities: | ||||||||
Rents and tenant receivables | (133 | ) | (165 | ) | ||||
Prepaid expenses and other assets | 19 | 193 | ||||||
Accounts payable and accrued expenses | (172 | ) | (266 | ) | ||||
Deferred rental income and other liabilities | 349 | — | ||||||
Due to affiliates | (219 | ) | (934 | ) | ||||
Net cash provided by operating activities | 1,816 | 1,540 | ||||||
Cash flows from investing activities: | ||||||||
Investment in real estate assets and capital expenditures | (17,689 | ) | — | |||||
Investment in marketable securities | (81 | ) | (35 | ) | ||||
Proceeds from sale and maturities of marketable securities | 152 | 20 | ||||||
Payment of property escrow deposits | (871 | ) | — | |||||
Refund of property escrow deposits | 828 | — | ||||||
Change in restricted cash | (95 | ) | (10 | ) | ||||
Net cash used in investing activities | (17,756 | ) | (25 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of common stock | 30,773 | 3,900 | ||||||
Offering costs on issuance of common stock | (861 | ) | (288 | ) | ||||
Redemptions of common stock | (3,807 | ) | (2,990 | ) | ||||
Distributions to investors | (1,283 | ) | (982 | ) | ||||
Proceeds from credit facility and notes payable | 5,000 | 24,950 | ||||||
Repayments of credit facility | (15,000 | ) | (23,500 | ) | ||||
Proceeds from line of credit with affiliate | — | 10,000 | ||||||
Repayments of line of credit with affiliate | — | (10,000 | ) | |||||
Deferred financing costs paid | — | (559 | ) | |||||
Change in escrowed investor proceeds liability | 95 | 10 | ||||||
Net cash provided by financing activities | 14,917 | 541 | ||||||
Net (decrease) increase in cash and cash equivalents | (1,023 | ) | 2,056 | |||||
Cash and cash equivalents, beginning of period | 14,840 | 4,489 | ||||||
Cash and cash equivalents, end of period | $ | 13,817 | $ | 6,545 | ||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||
Accrued dealer manager fee, distribution fee, and other offering costs | $ | 531 | $ | 225 | ||||
Distributions declared and unpaid | $ | 927 | $ | 596 | ||||
Common stock issued through distribution reinvestment plan | $ | 1,161 | $ | 742 | ||||
Change in fair value of marketable securities | $ | 116 | $ | 5 | ||||
Change in fair value of interest rate swaps | $ | (852 | ) | $ | — | |||
Supplemental cash flow disclosures: | ||||||||
Interest paid | $ | 1,039 | $ | 748 |
Buildings | 40 years | |
Tenant improvements | Lesser of useful life or lease term | |
Intangible lease assets | Lease term |
Balance as of | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
March 31, 2016 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Financial asset: | ||||||||||||||||
Marketable securities | $ | 5,276 | $ | 5,276 | $ | — | $ | — | ||||||||
Financial liabilities: | ||||||||||||||||
Interest rate swaps | $ | (1,154 | ) | $ | — | $ | (1,154 | ) | $ | — |
Balance as of | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
December 31, 2015 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Financial asset: | ||||||||||||||||
Marketable Securities | $ | 5,237 | $ | 5,237 | $ | — | $ | — | ||||||||
Financial liabilities: | ||||||||||||||||
Interest rate swaps | $ | (302 | ) | $ | — | $ | (302 | ) | $ | — |
March 31, 2016 | ||||
Land | $ | 2,383 | ||
Building and improvements | 14,019 | |||
Acquired in-place leases (1) | 1,281 | |||
Total purchase price | $ | 17,683 |
(1) | The weighted average amortization period for acquired in-place leases is 11.2 years for acquisitions completed during the three months ended March 31, 2016. |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Pro forma basis (unaudited) | |||||||
Revenue | $ | 6,153 | $ | 5,130 | |||
Net income | $ | 67 | $ | 1,155 |
Available-for-Sale Securities | ||||||||||||
Amortized Cost Basis | Unrealized Gain | Fair Value | ||||||||||
U.S. Treasury Bonds | $ | 1,349 | $ | 14 | $ | 1,363 | ||||||
U.S. Agency Bonds | 1,111 | 1 | 1,112 | |||||||||
Corporate Bonds | 2,773 | 28 | 2,801 | |||||||||
Total available-for-sale securities | $ | 5,233 | $ | 43 | $ | 5,276 |
Amortized Cost Basis | Unrealized (Loss) Gain | Fair Value | ||||||||||
Marketable securities as of January 1, 2016 | $ | 5,310 | $ | (73 | ) | $ | 5,237 | |||||
Face value of marketable securities acquired | 80 | — | 80 | |||||||||
Premiums and discounts on purchase of marketable securities, net of acquisition costs | 1 | — | 1 | |||||||||
Amortization on marketable securities | (3 | ) | — | (3 | ) | |||||||
Sales and maturities of securities | (155 | ) | 3 | (152 | ) | |||||||
Unrealized gain on marketable securities | — | 113 | 113 | |||||||||
Marketable securities as of March 31, 2016 | $ | 5,233 | $ | 43 | $ | 5,276 |
Available-for-Sale Securities | ||||||||
Amortized Cost | Estimated Fair Value | |||||||
Due within one year | $ | 477 | $ | 477 | ||||
Due after one year through five years | 1,788 | 1,796 | ||||||
Due after five years through ten years | 2,318 | 2,352 | ||||||
Due after ten years | 650 | 651 | ||||||
Total | $ | 5,233 | $ | 5,276 |
Outstanding Notional Amount as of | Interest | Effective | Maturity | Fair Value of Liabilities as of | |||||||||||||||
Balance Sheet Location | March 31, 2016 | Rate (1) | Date | Date | March 31, 2016 | December 31, 2015 | |||||||||||||
Interest Rate Swaps | Deferred rental income, derivative liabilities and other liabilities | $ | 49,240 | 3.43% to 3.57% | 6/30/15 to 12/1/15 | 9/12/19 to 12/1/20 | $ | (1,154 | ) | $ | (302 | ) |
During the Three Months Ended March 31, 2016 | ||||||||||||||||||||
Balance as of December 31, 2015 | Debt Issuance, Net (1) | Repayments (1) | Accretion | Balance as of March 31, 2016 | ||||||||||||||||
Credit facility | $ | 50,000 | $ | 5,000 | $ | (15,000 | ) | $ | — | $ | 40,000 | |||||||||
Fixed rate debt | 69,494 | — | — | — | 69,494 | |||||||||||||||
Total debt | 119,494 | 5,000 | (15,000 | ) | — | 109,494 | ||||||||||||||
Deferred costs (2) | (1,764 | ) | — | — | 74 | (1,690 | ) | |||||||||||||
Total debt, net | $ | 117,730 | $ | 5,000 | $ | (15,000 | ) | $ | 74 | $ | 107,804 |
Selling Commission (1) | Dealer Manager Fee (2) | Distribution Fee (2) | |||||||
W Shares | — | 0.55 | % | — | |||||
A Shares | up to 3.75% | 0.55 | % | 0.50 | % | ||||
I Shares | — | 0.25 | % | — | |||||
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Offering: | |||||||
Selling commissions | $ | 383 | $ | 15 | |||
Selling commissions reallowed by CCC | $ | 383 | $ | 15 | |||
Distribution fees | $ | 38 | $ | 20 | |||
Distribution fees reallowed by CCC | $ | 33 | $ | 19 | |||
Dealer manager fees | $ | 257 | $ | 170 | |||
Dealer manager fees reallowed by CCC | $ | 28 | $ | 25 | |||
Organization and offering expense reimbursement | $ | 237 | $ | 35 |
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Acquisitions, Operations and Performance: | |||||||
Acquisition expense reimbursement | $ | 280 | $ | 25 | |||
Advisory fee | $ | 550 | $ | 284 | |||
Operating expense reimbursement | $ | 347 | $ | — | |||
Performance fee | $ | — | $ | — |
NOTE 10 — | ECONOMIC DEPENDENCY |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | changes in economic conditions generally and the real estate and securities markets specifically; |
• | the effect of financial leverage, including changes in interest rates, availability of credit, loss of flexibility due to negative and affirmative covenants, refinancing risk at maturity and generally the increased risk of loss if our investments fail to perform as expected; |
• | our ability to raise a substantial amount of capital in the near term; |
• | our ability to access sources of liquidity when we have the need to fund redemptions of common stock in excess of the proceeds from the sales of shares of our common stock in our continuous offering and the consequential risk that we may not have the resources to satisfy redemption requests; |
• | our ability to effectively deploy the proceeds raised in our public offering; |
• | our ability to make property sector allocations of our properties consistent with our present expectations; |
• | legislative or regulatory changes (including changes to the laws governing the taxation of REITs); |
• | changes to accounting principles generally accepted in the United States of America (“GAAP”); and |
• | our sponsor’s ability to fully reestablish the financial network which previously supported us. |
As of March 31, | |||||||
2016 | 2015 | ||||||
Number of properties | 79 | 75 | |||||
Approximate rentable square feet (1) | 2.0 million | 1.8 million | |||||
Percentage of rentable square feet leased | 99.1 | % | 99.6 | % | |||
Three Months Ended March 31, | |||||||
2016 | 2015 | ||||||
Properties acquired | 2 | — | |||||
Approximate purchase price of acquired properties | $ | 17.7 | million | $ | — | ||
Approximate rentable square feet | 112,000 | — |
Number of Properties | Three Months Ended March 31, | Increase (Decrease) | ||||||||||||||||
Contract rental revenue | 2016 | 2015 | $ Change | % Change | ||||||||||||||
“Same store” properties | 70 | $ | 3,998 | $ | 3,975 | $ | 23 | 0.6 | % | |||||||||
“Non-same store” properties | 9 | 1,072 | — | 1,072 | 100.0 | % | ||||||||||||
Disposed properties (1) | — | 363 | (363 | ) | (100.0 | )% | ||||||||||||
Total contract rental revenue | 79 | 5,070 | 4,338 | 732 | 16.9 | % | ||||||||||||
Straight-line rental income | 207 | 197 | 10 | 5.1 | % | |||||||||||||
Amortization (2) | 7 | (48 | ) | 55 | (114.6 | )% | ||||||||||||
Rental income - as reported | $ | 5,284 | $ | 4,487 | $ | 797 | 17.8 | % |
Three Months Ended March 31, | 2016 vs 2015 Increase (Decrease) | |||||||||||
2016 | 2015 | |||||||||||
Total revenues | $ | 5,954 | $ | 4,827 | $ | 1,127 | ||||||
General and administrative expenses | $ | 1,071 | $ | 435 | $ | 636 | ||||||
Property operating expenses | $ | 232 | $ | 180 | $ | 52 | ||||||
Real estate tax expenses | $ | 493 | $ | 209 | $ | 284 | ||||||
Advisory fees and expenses | $ | 550 | $ | 284 | $ | 266 | ||||||
Acquisition-related expenses | $ | 340 | $ | 69 | $ | 271 | ||||||
Depreciation and amortization | $ | 2,058 | $ | 1,638 | $ | 420 | ||||||
Operating income | $ | 1,210 | $ | 2,012 | $ | (802 | ) | |||||
Interest expense and other, net | $ | 1,227 | $ | 886 | $ | 341 | ||||||
Net (loss) income | $ | (17 | ) | $ | 1,126 | $ | (1,143 | ) |
Payments due by period (1) | ||||||||||||||||||||
Total | Less Than 1 Year | 1-3 Years | 3-5 Years | More Than 5 Years | ||||||||||||||||
Principal payments - credit facility (2) | $ | 40,000 | $ | — | $ | — | $ | 40,000 | $ | — | ||||||||||
Interest payments - credit facility (3) | 5,075 | 1,372 | 2,744 | 959 | — | |||||||||||||||
Principal payments - fixed debt rate | 69,494 | — | — | 9,240 | 60,254 | |||||||||||||||
Interest payments - fixed debt rate | 17,596 | 2,693 | 5,385 | 5,280 | 4,238 | |||||||||||||||
Total | $ | 132,165 | $ | 4,065 | $ | 8,129 | $ | 55,479 | $ | 64,492 |
(1) | The table does not include amounts due to our advisor or its affiliates pursuant to our advisory agreement because such amounts are not fixed and determinable. |
(2) | Does not include the impact of any extension. We may elect to extend the maturity of the Revolving Loans to September 12, 2019, subject to satisfying certain conditions described in the Amended Credit Agreement. |
(3) | As of March 31, 2016, we had $9.2 million of variable rate mortgage notes and $40.0 million of variable rate debt on the Credit Facility effectively fixed through the use of interest rate swap agreements. We used the effective interest rates fixed under our swap agreements to calculate the debt payment obligations in future periods. |
• | Recoverability of Real Estate Assets; |
• | Allocation of Purchase Price of Real Estate Assets; and |
• | Derivative Instruments and Hedging Activities. |
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 |
W Shares | A Shares | I Shares | Total | |||||||||||||
Primary Offering | ||||||||||||||||
Shares | 10,967,209 | 2,265,448 | 685,737 | 13,918,394 | ||||||||||||
Proceeds | $ | 188,307 | $ | 40,131 | $ | 12,188 | $ | 240,626 | ||||||||
Distribution Reinvestment Plan | ||||||||||||||||
Shares | 376,733 | 58,589 | 35,025 | 470,347 | ||||||||||||
Proceeds | $ | 6,654 | $ | 1,049 | $ | 626 | $ | 8,329 |
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 - January 31, 2016 | ||||||||||||
W Shares | 127,297 | $ | 18.24 | 127,297 | (1) | |||||||
A Shares | 1,383 | $ | 18.16 | 1,383 | (1) | |||||||
February 1 - February 29, 2016 | ||||||||||||
W Shares | 32,970 | $ | 18.18 | 32,970 | (1) | |||||||
A Shares | 6,498 | $ | 18.13 | 6,498 | (1) | |||||||
March 1 - March 31, 2016 | ||||||||||||
W Shares | 35,085 | $ | 18.26 | 35,085 | (1) | |||||||
A Shares | 5,672 | $ | 18.15 | 5,672 | (1) | |||||||
Total | 208,905 | 208,905 | (1) |
(1) | A description of the maximum number of shares that may be purchased under our share redemption program, the date our share redemption program was announced (in the Initial Registration Statement and the Multi-Class Registration Statement) and the amount of shares approved 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 |
Cole Real Estate Income Strategy (Daily NAV), Inc. (Registrant) | ||
By: | /s/ Simon J. Misselbrook | |
Name: | Simon J. Misselbrook | |
Title: | Chief Financial Officer and Treasurer (Principal Financial Officer) |
Exhibit No. | Description | |
3.1 | Second Articles of Amendment and Restatement of Cole Real Estate Income Strategy (Daily NAV), Inc., dated as of August 26, 2013 (Incorporated by reference to the Company’s Form 8-K (File No. 333-169535), filed on August 26, 2013). | |
3.2 | Bylaws of Cole Real Estate Income Strategy (Daily NAV), Inc. effective September 28, 2011 (Incorporated by reference to Exhibit 3.2 to the Company’s pre-effective amendment No. 4 to Form S-11 (File No. 333-169535), filed on November 3, 2011). | |
3.3 | First Amendment of Bylaws effective June 14, 2012 (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 333-169535), filed on June 19, 2012). | |
4.1 | Amended and Restated Distribution Reinvestment Plan (Incorporated by reference to Appendix E to the Company’s prospectus filed pursuant to Rule 424(b)(3) (File No. 333-186656), filed on August 26, 2013). | |
4.2 | Multiple Class Plan of Cole Real Estate Income Strategy (Daily NAV), Inc., dated as of August 26, 2013 (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 333-169535), filed on August 26, 2013). | |
31.1* | Certifications of the Principal Executive Officer of the Company pursuant to 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* | Certifications of the Principal Financial Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1* | Certifications 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 | |
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. |
1. | I have reviewed this Quarterly Report on Form 10-Q of Cole Real Estate Income Strategy (Daily NAV), Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | May 13, 2016 | /s/ GLENN J. RUFRANO | ||
Name: | Glenn J. Rufrano | |||
Title: | Chief Executive Officer and President | |||
(Principal Executive Officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of Cole Real Estate Income Strategy (Daily NAV), Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | May 13, 2016 | /s/ SIMON J. MISSELBROOK | ||
Name: | Simon J. Misselbrook | |||
Title: | Chief Financial Officer and Treasurer (Principal Financial Officer) |
(i) | the accompanying Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ GLENN J. RUFRANO | ||||
Name: | Glenn J. Rufrano | |||
Title: | Chief Executive Officer and President (Principal Executive Officer) | |||
/s/ SIMON J. MISSELBROOK | ||||
Name: | Simon J. Misselbrook | |||
Date: | May 13, 2016 | Title: | Chief Financial Officer and Treasurer (Principal Financial Officer) |
Document and Entity Information - shares shares in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
May. 11, 2016 |
|
Entity Information | ||
Entity Registrant Name | COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC. | |
Entity Central Index Key | 0001498542 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Wrap Class common stock | ||
Entity Information | ||
Entity Common Stock, Shares Outstanding | 9,200 | |
Advisor Class common stock | ||
Entity Information | ||
Entity Common Stock, Shares Outstanding | 2,200 | |
Institutional Class common stock | ||
Entity Information | ||
Entity Common Stock, Shares Outstanding | 721 |
Condensed Consolidated Unaudited Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 163,000,000 | 163,000,000 |
Common stock, shares issued | 1,932,527 | 1,371,763 |
Common stock, shares outstanding | 1,932,527 | 1,371,763 |
Common Class I | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 163,000,000 | 163,000,000 |
Common stock, shares issued | 663,136 | 657,624 |
Common stock, shares outstanding | 663,136 | 657,624 |
Common Class W | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 164,000,000 | 164,000,000 |
Common stock, shares issued | 8,782,488 | 7,825,063 |
Common stock, shares outstanding | 8,782,488 | 7,825,063 |
Condensed Consolidated Unaudited Statement of Operations - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Revenues: | ||
Rental income | $ 5,284 | $ 4,487 |
Tenant reimbursement income | 639 | 337 |
Interest income on marketable securities | 31 | 3 |
Total revenues | 5,954 | 4,827 |
Operating expenses: | ||
General and administrative | 1,071 | 435 |
Property operating | 232 | 180 |
Real estate tax | 493 | 209 |
Advisory fees and expenses | 550 | 284 |
Acquisition-related | 340 | 69 |
Depreciation and amortization | 2,058 | 1,638 |
Total operating expenses | 4,744 | 2,815 |
Operating income | 1,210 | 2,012 |
Other income (expense): | ||
Interest expense and other, net | (1,227) | (886) |
Net (loss) income | $ (17) | $ 1,126 |
Weighted average number of common shares outstanding: | ||
Basic and diluted (shares) | 10,591,618 | 7,157,057 |
Net (loss) income per common share: | ||
Basic and diluted (usd per share) | $ 0.00 | $ 0.16 |
Distributions declared per common share (usd per share) | $ 0.24 | $ 0.24 |
Condensed Consolidated Unaudited Statement of Comprehensive (Loss) Income - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (17) | $ 1,126 |
Other comprehensive (loss) income: | ||
Unrealized holding gain on marketable securities | 113 | 5 |
Less: reclassification adjustment for loss included in income as other expense | 3 | 0 |
Unrealized loss on interest rate swaps | (990) | 0 |
Amount of loss reclassified from other comprehensive income into income as interest expense | 138 | 0 |
Total other comprehensive (loss) income | (736) | 5 |
Comprehensive (loss) income | $ (753) | $ 1,131 |
Condensed Consolidated Unaudited Statement of Stockholders' Equity - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands |
Total |
Common Class A |
Common Class I |
Common Class W |
Common Stock
Common Class A
|
Common Stock
Common Class I
|
Common Stock
Common Class W
|
Capital in Excess of Par Value |
Accumulated Distributions in Excess of Earnings |
Accumulated Other Comprehensive Loss |
---|---|---|---|---|---|---|---|---|---|---|
Balance, shares at Dec. 31, 2015 | 1,371,763 | 657,624 | 7,825,063 | 1,371,763 | 657,624 | 7,825,063 | ||||
Balance at Dec. 31, 2015 | $ 136,206 | $ 14 | $ 7 | $ 78 | $ 146,431 | $ (9,949) | $ (375) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock, shares | 574,316 | 5,512 | 1,152,777 | |||||||
Issuance of common stock | 31,934 | $ 5 | $ 0 | $ 12 | 31,917 | |||||
Distributions to investors | (2,583) | (2,583) | ||||||||
Commissions, dealer manager and distribution fees | (678) | (678) | ||||||||
Other offering costs | (237) | (237) | ||||||||
Redemptions of common stock, shares | (13,552) | (195,352) | ||||||||
Redemptions of common stock | (3,807) | $ 0 | $ (2) | (3,805) | ||||||
Changes in redeemable common stock | (2,819) | (2,819) | ||||||||
Comprehensive loss | (753) | (17) | (736) | |||||||
Balance, shares at Mar. 31, 2016 | 1,932,527 | 663,136 | 8,782,488 | 1,932,527 | 663,136 | 8,782,488 | ||||
Balance at Mar. 31, 2016 | $ 157,263 | $ 19 | $ 7 | $ 88 | $ 170,809 | $ (12,549) | $ (1,111) |
Organization and Business |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Cole Real Estate Income Strategy (Daily NAV), Inc. (the “Company”) is a Maryland corporation, incorporated on July 27, 2010, that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in its taxable year ended December 31, 2012. Substantially all of the Company’s business is conducted through Cole Real Estate Income Strategy (Daily NAV) Operating Partnership, LP (“Cole OP”), a Delaware limited partnership. The Company is the sole general partner of, and owns, directly or indirectly, 100% of the partnership interests in Cole OP. The Company is externally managed by Cole Real Estate Income Strategy (Daily NAV) Advisors, LLC, a Delaware limited liability company (“Cole Advisors”), an affiliate of the Company’s sponsor, Cole Capital®, which is a trade name used to refer to a group of affiliated entities directly or indirectly controlled by VEREIT, Inc. (“VEREIT”), a widely-held public company whose shares of common stock are listed on the New York Stock Exchange (NYSE: VER). VEREIT indirectly owns and/or controls the Company’s external advisor, Cole Advisors, the Company’s dealer manager, Cole Capital Corporation (“CCC”), the Company’s property manager, CREI Advisors, LLC (“CREI Advisors”), and Cole Capital. On December 6, 2011, pursuant to a registration statement filed on Form S-11 (Registration No. 333-169535) (the “Initial Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), the Company commenced its initial public offering on a “best efforts” basis of $4.0 billion in shares of common stock. On August 26, 2013, pursuant to a registration statement filed on Form S-11 (Registration No. 333-186656) (the “Multi-Class Registration Statement”) under the Securities Act, the Company designated the existing shares of the Company’s common stock that were sold prior to such date to be Wrap Class shares (“W Shares”) of common stock and registered two new classes of the Company’s common stock, Advisor Class shares (“A Shares”) and Institutional Class shares (“I Shares”). Pursuant to the Multi-Class Registration Statement, the Company is offering up to $4.0 billion in shares of common stock of the three classes (the “Offering”), consisting of $3.5 billion in shares in the Company’s primary offering (the “Primary Offering”) and $500.0 million in shares pursuant to a distribution reinvestment plan (the “DRIP”). The Company is offering to sell any combination of W Shares, A Shares and I Shares with a dollar value up to the maximum offering amount. As of March 31, 2016, the Company had issued approximately 13.4 million shares of common stock in the Offering for gross offering proceeds of $231.9 million before offering costs and selling commissions, dealer manager fees and distribution fees of $5.0 million. The per share purchase price for each class of common stock varies from day-to-day and, on each business day, is equal to, for each class of common stock, the Company’s net asset value (“NAV”) for such class, divided by the number of shares of that class outstanding as of the close of business on such day, plus, for A Shares sold in the Primary Offering, applicable selling commissions. The Company’s NAV per share is calculated daily as of the close of business by an independent fund accountant using a process that reflects (1) estimated values of each of the Company’s commercial real estate assets, related liabilities and notes receivable secured by real estate provided periodically by the Company’s independent valuation expert in individual appraisal reports, (2) daily updates in the price of liquid assets for which third party market quotes are available, (3) accruals of daily distributions and (4) estimates of daily accruals, on a net basis, of operating revenues, expenses, debt service costs and fees. As of March 31, 2016, the NAV per share for W Shares, A Shares and I Shares was $18.28, $18.19 and $18.37, respectively. The Company’s NAV is not audited or reviewed by its independent registered public accounting firm. The Company intends to use substantially all of the net proceeds from the Offering to acquire and operate a diversified portfolio primarily consisting of (1) necessity retail, office and industrial properties that are leased to creditworthy tenants under long-term net leases and are strategically located throughout the United States and U.S. protectorates, (2) notes receivable secured by commercial real estate, including the origination of loans, and (3) cash, cash equivalents, other short-term investments and traded real estate-related securities. As of March 31, 2016, the Company owned 79 commercial properties located in 30 states, containing 2.0 million rentable square feet of commercial space, including the square feet of buildings which are on land subject to ground leases. As of March 31, 2016, the rentable space at these properties was 99.1% leased. The Company is structured as a perpetual-life, non-exchange traded REIT. This means that, subject to regulatory approval of our filing for additional offerings, the Company will be selling shares of common stock on a continuous basis and for an indefinite period of time to the extent permissible under applicable law. The Company will endeavor to take all reasonable actions to avoid interruptions in the continuous offering of shares of common stock. The Company reserves the right to terminate the Offering at any time. |
Summary of Significant Accounting Policies |
3 Months Ended | |||||||||||||||
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Mar. 31, 2016 | ||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements. Principles of Consolidation and Basis of Presentation The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2015, and related notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The condensed consolidated unaudited financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. The condensed consolidated unaudited financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain amounts in the Company’s prior period condensed consolidated unaudited financial statements have been reclassified to conform to the current period presentation. The Company has chosen to break out the details of (i) real estate tax expenses from property operating expenses in the Company’s condensed consolidated unaudited statements of operations and (ii) straight-line rental income in the Company’s condensed consolidated unaudited statements of cash flows. The Company has also chosen to combine depreciation of $1.1 million and amortization of $546,000 for the three months ended March 31, 2015 into the line item depreciation and amortization in the condensed consolidated unaudited statements of operations. These reclassifications had no effect on previously reported totals or subtotals. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Real Estate Investments Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition, construction and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All acquisition-related expenses, repairs and maintenance are expensed as incurred. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:
Recoverability of Real Estate Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value will be determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment indicators were identified and no impairment losses were recorded during the three months ended March 31, 2016 or 2015. Assets Held for Sale When a real estate asset is identified by the Company as held for sale, the Company will cease depreciation and amortization of the assets related to the property and estimate the fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount would be recorded to reflect the estimated fair value of the property, net of selling costs. There were no assets identified as held for sale as of March 31, 2016 or December 31, 2015. Allocation of Purchase Price of Real Estate Assets Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition-related expenses are expensed as incurred. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. Investment in Marketable Securities Investment in marketable securities consists primarily of the Company’s investment in corporate and government debt securities. The Company determines the appropriate classification for debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. As of March 31, 2016, the Company classified its investments as available-for-sale as the Company is not actively trading the securities; however, the Company may sell them prior to their maturity. These investments are carried at their estimated fair value with unrealized gains and losses reported in accumulated other comprehensive loss. The Company monitors its available-for-sale securities for impairments. A loss is recognized when the Company determines that a decline in the estimated fair value of a security below its amortized cost is other-than-temporary. The Company considers many factors in determining whether the impairment of a security is deemed to be other-than-temporary, including, but not limited to, the length of time the security has had a decline in estimated fair value below its amortized cost, the amount of the unrealized loss, the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, external credit ratings and recent changes in such ratings. The analysis of determining whether the impairment of a security is deemed to be other-than-temporary requires significant judgments and assumptions. The use of alternative judgments and assumptions could result in a different conclusion. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method and is recorded in the accompanying condensed consolidated unaudited statements of operations in interest and other expense, net. Upon the sale of a security, the realized net gain or loss is computed on the specific identification method. Restricted Cash The Company had $213,000 and $118,000 in restricted cash as of March 31, 2016 and December 31, 2015, respectively. Included in restricted cash were escrowed investor proceeds of $145,000 and $50,000 for which shares of common stock had not been issued as of March 31, 2016 and December 31, 2015, respectively. Additionally, as of March 31, 2016 and December 31, 2015, the Company had $68,000 in lender cash management accounts. As part of certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which funds in excess of the required minimum balance are disbursed on a weekly basis to the Company. Cash Concentrations As of March 31, 2016, the Company had cash on deposit, including restricted cash, at four financial institutions, two of which had Company deposits in excess of federally insured levels totaling $13.3 million; however, the Company has not experienced any losses in such accounts. The Company limits significant cash deposits to accounts held by financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits. Revenue Recognition Certain properties have leases where minimum rental payments increase during the term of the lease. The Company records rental income for the full term of each lease on a straight-line basis. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. The Company defers the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. Expected reimbursements from tenants for recoverable real estate taxes and operating expenses are included in tenant reimbursement income in the period when such costs are incurred. The Company continually reviews receivables related to rent, including any unbilled straight-line rent, 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. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts or record a direct write-off of the receivable in the condensed consolidated unaudited statements of operations and comprehensive (loss) income. As of March 31, 2016, the Company had an allowance for uncollectible accounts of $1,000. No allowance for uncollectible accounts was recorded as of December 31, 2015. Earnings per Share We have three classes of common stock with nonforfeitable dividend rights that are determined based on a different NAV for each class. Accordingly, we utilize the two-class method to determine our earnings per share, which results in the same earnings per share for each of the classes. Diluted income (loss) per share considers the effect of any potentially dilutive share equivalents, of which the Company had none for each of the three months ended March 31, 2016 or 2015. Recent Accounting Pronouncements Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”) - The amendments in this update eliminate the requirement that an acquirer in a business combination retrospectively account for measurement-period adjustments. Measurement-period adjustments should be recognized during the period in which the adjustment amount is determined, including any earnings impact that the acquirer would have recorded in prior periods if the accounting was completed at the acquisition date. These provisions are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, with early adoption permitted. The Company has evaluated the effect of ASU 2015-16 and noted that there will not be a significant impact to the Company’s consolidated financial statements. From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company is currently evaluating the effect that certain of these new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s consolidated financial statements: ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) - The requirements were amended to remove inconsistencies in revenue requirements and to provide a more complete framework for addressing revenue issues across a broad range of industries and transaction types. The revised standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised standard also clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract to a customer. These provisions are effective January 1, 2018, and are to be applied retrospectively, with early adoption permitted for periods beginning after December 15, 2016 and interim periods thereafter. ASU No. 2016-01, Financial Instruments (Subtopic 825-10) - The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive (loss) income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the consolidated balance sheets or the accompanying notes to the financial statements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. On February 25, 2016, the Financial Accounting Standards Board issued Accounting Standards Codification (“ASC”) 842 (“ASC 842”), Leases, which replaces the existing guidance in ASC 840, Leases. ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The provisions of ASC 842 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and are required to be applied on a modified retrospective approach. Early adoption is permitted. ASU No. 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (“ASU 2016-05”) - The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. |
Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS GAAP defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability. The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities: Line of credit and notes payable — The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. The estimated fair value of the Company’s debt was $109.5 million as of March 31, 2016, which approximated the carrying value on that date. As of December 31, 2015 the fair value of the Company’s debt was $119.3 million compared to a carrying value on that date of $119.5 million. The fair value of the Company’s debt is estimated using Level 2 inputs. Marketable securities — The Company’s marketable securities are carried at fair value and are valued using Level 1 inputs. The estimated fair value of the Company’s marketable securities are based on quoted market prices that are readily and regularly available in an active market. Derivative instruments — The Company’s derivative instruments are comprised of interest rate swaps. All derivative instruments are carried at fair value and are valued using Level 2 inputs. The fair value of these instruments is determined using interest rate market pricing models. The Company includes the impact of credit valuation adjustments on derivative instruments measured at fair value. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. However, as of March 31, 2016, 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 derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Other financial instruments — The Company considers the carrying values of its cash and cash equivalents, restricted cash, tenant and other receivables, accounts payable and accrued expenses, other liabilities, due to affiliates and distributions payable to approximate their fair values because of the short period of time between their origination and their expected realization and based on their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments. Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize, or be liable for, on disposition of the financial assets and liabilities. As of March 31, 2016, there have been no transfers of financial assets or liabilities between fair value hierarchy levels. In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015 (in thousands):
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Real Estate Acquisitions |
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Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REAL ESTATE ACQUISITIONS | REAL ESTATE ACQUISITIONS 2016 Property Acquisitions During the three months ended March 31, 2016, the Company acquired a 100% interest in two commercial properties for an aggregate purchase price of $17.7 million (the “2016 Acquisitions”). The Company purchased the 2016 Acquisitions with net proceeds from the Offering and available borrowings. The purchase price allocation for each of the Company’s acquisitions is preliminary and subject to change as it finalizes the allocation, which will be no later than 12 months from the acquisition date. The Company preliminarily allocated the purchase price of these properties to the fair value of the assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for the properties purchased during the three months ended March 31, 2016 (in thousands):
The Company recorded revenue of $103,000 and net loss of $4,000 for the three months ended March 31, 2016 related to the 2016 Acquisitions. In addition, the Company recorded $340,000 of acquisition-related expenses for the three months ended March 31, 2016, which is included in acquisition-related expenses on the condensed consolidated unaudited statements of operations. The following information summarizes selected financial information of the Company, as if all of the 2016 Acquisitions were completed on January 1, 2015 for each period presented below. The table below presents the Company’s estimated revenue and net income, on a pro forma basis, for the three months ended March 31, 2016 and 2015 (in thousands):
The unaudited pro forma information for the three months ended March 31, 2016 was adjusted to exclude acquisition-related expenses recorded during such periods related to the 2016 Acquisitions. Accordingly, these expenses were instead recognized in the pro forma information for the three months ended March 31, 2015. The pro forma information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of 2015, nor does it purport to represent the results of future operations. 2015 Property Acquisitions During the three months ended March 31, 2015, the Company did not acquire any commercial properties. Property Concentrations As of March 31, 2016, one of the Company’s tenants accounted for 10% of the Company’s 2016 gross annualized rental revenues. No single geographic concentration accounted for greater than 10% of the Company’s 2016 gross annualized rental revenues. Tenants in the discount store, drugstore, manufacturing and home and garden industries accounted for 14%, 13%, 12%, and 10%, respectively, of the Company’s 2016 gross annualized rental revenues. |
Marketable Securities |
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Investments, Debt and Equity Securities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MARKETABLE SECURITIES | MARKETABLE SECURITIES The Company owned marketable securities with an estimated fair value of $5.3 million and $5.2 million as of March 31, 2016 and December 31, 2015, respectively. The following is a summary of the Company’s available-for-sale securities as of March 31, 2016 (in thousands):
The following table provides the activity for the marketable securities during the three months ended March 31, 2016 (in thousands):
During the three months ended March 31, 2016, the Company sold 13 marketable securities for aggregate proceeds of $152,000. Unrealized gains (losses) on marketable securities are recorded in other comprehensive (loss) income, with a portion of the amount subsequently reclassified into other expense on the statement of operations as securities are sold and gains (losses) are recognized. In addition, the Company recorded an unrealized gain of $113,000 on its investments, which is included in accumulated other comprehensive loss on the accompanying condensed consolidated unaudited statement of stockholders’ equity for the three months ended March 31, 2016 and the condensed consolidated unaudited balance sheet as of March 31, 2016. The scheduled maturities of the Company’s marketable securities as of March 31, 2016 are as follows (in thousands):
Actual maturities of marketable securities can differ from contractual maturities because borrowers on certain debt securities may have the right to prepay their respective debt obligations at any time. In addition, factors such as prepayments and interest rates may affect the yields on such securities. In estimating other-than-temporary impairment losses, management considers a variety of factors, including (1) whether the Company has the intent to sell the impaired security, (2) whether the Company expects to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value, and (3) whether the Company expects to recover the entire amortized cost basis of the security. The Company believes that none of the unrealized losses on investment securities are other-than-temporary as management expects the Company will fully recover the entire amortized cost basis of all securities. As of March 31, 2016, the Company had no other-than-temporary impairment losses. |
Derivative Instruments and Hedging Activities |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES In the normal course of business, the Company uses certain types of derivative instruments for the purpose of managing or hedging its interest rate risk. The following table summarizes the terms of the Company’s executed interest rate swap agreements designated as hedging instruments as of March 31, 2016 and December 31, 2015 (in thousands):
(1) The interest rates consist of the underlying index swapped to a fixed rate and the applicable interest rate spread as of March 31, 2016. Additional disclosures related to the fair value of the Company’s derivative instruments are included in Note 3 to these condensed consolidated unaudited financial statements. The notional amount under the interest rate swap agreements is an indication of the extent of the Company’s involvement in each instrument, but does not represent exposure to credit, interest rate or market risks. Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. The Company designated the interest rate swaps as cash flow hedges in order to hedge the variability of the anticipated cash flows on its variable rate debt. The change in fair value of the effective portion of the derivative instruments that are designated as hedges is recorded in other comprehensive (loss) income, with a portion of the amount subsequently reclassified to interest expense as interest payments are made on the Company’s variable rate debt. For the three months ended March 31, 2016, the amount reclassified was $138,000. Any ineffective portion of the change in fair value of the derivative instruments is recorded in interest expense. During the next 12 months, the Company estimates that an additional $481,000 will be reclassified from other comprehensive (loss) income as an increase to interest expense. The Company has agreements with each of its derivative counterparties that contain provisions whereby, if the Company defaults on certain of its unsecured indebtedness, the Company could also be declared in default on its derivative obligations, resulting in an acceleration of payment. If the Company had breached any of these provisions, it could have been required to settle its obligations, under the agreements at an aggregate termination value, inclusive of interest payments, of $1.2 million, which includes accrued interest, at March 31, 2016. In addition, the Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. The Company records credit risk valuation adjustments on its interest rate swaps based on the credit quality of the Company and the respective counterparty. There were no termination events or events of default related to the interest rate swaps as of March 31, 2016. |
Credit Facility and Notes Payable |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Facility and Notes Payable | CREDIT FACILITY AND NOTES PAYABLE As of March 31, 2016, the Company had $107.8 million of debt outstanding, including net deferred financing costs, with weighted average years to maturity of 5.4 years and a weighted average interest rate of 3.69%. The following table summarizes the debt balances as of March 31, 2016 and December 31, 2015, and the debt activity for the three months ended March 31, 2016 (in thousands):
(1) Includes deferred financing costs incurred during the period. (2) Deferred costs relate to mortgage notes payable and the term portion of the Credit Facility. As of March 31, 2016, the Company had fixed rate debt outstanding of $69.5 million, including $9.2 million of variable rate debt that is fixed through interest rate swap agreements, which has the effect of fixing the variable interest rate per annum through the maturity of the variable rate debt. The fixed rate debt has interest rates ranging from 3.57% to 4.05% per annum and as of March 31, 2016, the fixed rate debt had a weighted average interest rate of 3.84%. The fixed rate debt outstanding matures on various dates from December 2020 to February 2025. The aggregate balance of gross real estate assets, net of gross intangible lease liabilities, securing the fixed rate debt outstanding was $114.9 million as of March 31, 2016. Each of the mortgage notes payable comprising the fixed rate debt is secured by the respective properties on which the debt was placed. The Company has an amended and restated credit agreement (the “Amended Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent (“JPMorgan Chase”), that provides for borrowings up to $125.0 million, which is comprised of $85.0 million in revolving loans (the “Revolving Loans”), and a $40.0 million term loan (the “Term Loan”), collectively, the credit facility (the “Credit Facility”). The Term Loan matures on September 12, 2019 and the Revolving Loans mature on September 12, 2017; however, the Company may elect to extend the maturity date for the Revolving Loans to September 12, 2019, subject to satisfying certain conditions described in the Amended Credit Agreement. The Credit Facility bears interest at rates dependent upon the type of loan specified by the Company and the overall leverage ratio. For a eurodollar rate loan, the interest rate will be equal to the one-month, two-month, three-month or six-month London Interbank Offered Rate (“LIBOR”) for the interest period, as elected by the Company, multiplied by the statutory reserve rate, as defined in the Amended Credit Agreement (the “Eurodollar Rate”), plus an interest rate spread ranging from 1.90% to 2.45%. For base rate committed loans, the interest rate will be equal to a rate ranging from 0.90% to 1.45%, depending on the Company’s leverage ratio as defined in the Amended Credit Agreement, plus the greatest of: (a) JPMorgan Chase’s Prime Rate; (b) the Federal Funds Effective Rate (as defined in the Amended Credit Agreement) plus 0.50%; and (c) one-month LIBOR multiplied by the statutory reserve rate plus 1.0%. As of March 31, 2016, there were no amounts outstanding under the Revolving Loans, and the Term Loan outstanding totaled $40.0 million, which was subject to an interest rate swap agreement (the “Swapped Term Loan”). As of March 31, 2016, the all-in rate for the Swapped Term Loan was 3.43%. The Company had $85.0 million in unused capacity, subject to borrowing availability, as of March 31, 2016. The Amended Credit Agreement contains customary representations, warranties, borrowing conditions and affirmative, negative and financial covenants, including minimum net worth, debt service coverage and leverage ratio requirements and dividend payout and REIT status requirements. The Amended Credit Agreement also includes usual and customary events of default and remedies for facilities of this nature. In particular, the Credit Agreement includes a requirement for the Company to maintain a minimum consolidated net worth greater than or equal to the sum of (i) $63.0 million plus (ii) 75% of the issuance of equity from the date of the Credit Agreement, a leverage ratio less than or equal to 60.0% and a fixed charge coverage ratio greater than 1.50. As of March 31, 2016, the Company believes it was in compliance with the covenants of the Amended Credit Agreement. |
Commitments and Contingencies |
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Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, the Company may become subject to litigation and claims. The Company is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or of which the Company’s properties are the subject. Purchase Commitments As of March 31, 2016, the Company had entered into a purchase agreement with an unaffiliated third-party seller to acquire a 100% interest in one retail property, subject to meeting certain criteria, for an aggregate purchase price of $3.5 million, exclusive of closing costs. As of March 31, 2016, the Company had $43,000 of property escrow deposits held by escrow agents in connection with this future property acquisition. These deposits are included in the condensed consolidated unaudited balance sheets in prepaid expenses, property escrow deposits and other assets. As of March 31, 2016, none of these escrow deposits have been forfeited. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. In addition, the Company may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify the Company against future remediation costs. The Company also carries environmental liability insurance on its properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which the Company may be liable. The Company is not aware of any environmental matters which it believes are reasonably likely to have a material effect on its results of operations, financial condition or liquidity. |
Related-Party Transactions and Arrangements |
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS | RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS The Company has incurred, and will continue to incur, commissions, fees and expenses payable to Cole Advisors and certain of its affiliates in connection with the Offering, and the acquisition, management and performance of the Company’s assets. Offering In connection with the Offering, CCC, the Company’s dealer manager, will receive selling commissions, an asset-based dealer manager fee and/or an asset-based distribution fee, as summarized in the table below for each class of common stock:
(1) The selling commission is based on the offering price for A Shares. The selling commission expressed as a percentage of NAV per A Share, rather than the offering price, is up to 3.90%, subject to rounding and the effect of volume discounts the Company is offering on certain purchases of $150,001 or more of A Shares. Selling commissions are deducted directly from the offering price for A Shares and paid to CCC. CCC reallows 100% of the selling commissions on A Shares to participating broker-dealers. (2) The dealer manager and distribution fees accrue daily in an amount equal to 1/365th of the percentage of NAV per W Share, A Share or I Share, as applicable, for such day on a continuous basis. CCC, in its sole discretion, may reallow a portion of the dealer manager fee and distribution fee to participating broker-dealers. All organization and offering expenses associated with the sale of the Company’s common stock (excluding selling commissions, the distribution fee and the dealer manager fee) are paid for by Cole Advisors or its affiliates and can be reimbursed by the Company up to 0.75% of the aggregate gross offering proceeds, excluding selling commissions charged on A Shares sold in the Primary Offering. As of March 31, 2016, Cole Advisors or its affiliates had paid organization and offering expenses in excess of the 0.75% in connection with the Offering. These excess amounts were not included in the financial statements of the Company because such amounts were not a liability of the Company as they exceeded 0.75% of gross proceeds from the Offering. As the Company raises additional proceeds from the Offering, these excess amounts may become payable to Cole Advisors. The Company incurred commissions, fees and expense reimbursements as shown in the table below for services provided by Cole Advisors and its affiliates related to the services described above during the periods indicated (in thousands):
As of March 31, 2016, $531,000 had been incurred, but not yet paid, for services provided by Cole Advisors or its affiliates in connection with the offering stage of the Offering and was a liability of the Company. Acquisitions, Operations and Performance The Company pays Cole Advisors an asset-based advisory fee that is payable in arrears on a monthly basis and accrues daily in an amount equal to 1/365th of 0.90% of the Company’s NAV for each class of common stock, for each day. The Company reimburses Cole Advisors for the operating expenses it paid or incurred in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse for any amount by which its operating expenses (including the advisory fee) at the end of the four preceding fiscal quarters exceeds the greater of (1) 2% of average invested assets, or (2) 25% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of assets for that period. In addition, the Company reimburses Cole Advisors for all out-of-pocket expenses incurred in connection with the acquisition of the Company’s investments. While most of the acquisition expenses are expected to be paid to third parties, a portion of the out-of-pocket acquisition expenses may be reimbursed to Cole Advisors or its affiliates. Acquisition expenses, together with any acquisition fees paid to third parties for a particular real estate-related asset, will in no event exceed 6% of the gross purchase price of such asset. Cole Advisors had an expense cap in place for the three months ended December 31, 2013, through the three months ending December 31, 2015, whereby Cole Advisors funded all general and administrative expenses of the Company that were in excess of an amount calculated by multiplying the average NAV for the respective three month period by an annualized rate of 1.25% (the “Excess G&A”). During the three months ended March 31, 2015, the Company incurred $66,000 of Excess G&A which was reimbursed by Cole Advisors subsequent to March 31, 2015. Beginning January 1, 2016, Cole Advisors no longer funded Excess G&A. As compensation for services provided pursuant to the advisory agreement, the Company will also pay Cole Advisors a performance-based fee calculated based on the Company’s annual total return to stockholders for each class of common stock (defined below), payable annually in arrears. The performance fee will be calculated such that for any calendar year in which the total return per share for a particular class exceeds 6% (the “6% Return”), Cole Advisors will receive 25% of the excess total return on such class above the 6% Return allocable to that class, but in no event will the Company pay Cole Advisors more than 10% of the aggregate total return, for that class, for such year. However, in the event the NAV per share of the Company’s W Shares, A Shares and I Shares decreases below the base NAV for the respective share class ($15.00, $16.72 and $16.82 for the W Shares, A Shares and I Shares, respectively) (the “Base NAV”), the performance-based fee for a respective class will not be calculated on any increase in NAV up to the Base NAV for the respective share class. In addition, the performance fee will not be paid with respect to any calendar year in which the NAV per share as of the last business day of the calendar year (the “Ending NAV”) for the respective share class is less than the Base NAV of that class. The Base NAV of any share class is subject to downward adjustment in the event that the Company’s board of directors, including a majority of the independent directors, determines that such an adjustment is necessary to provide an appropriate incentive to Cole Advisors to perform in a manner that seeks to maximize stockholder value and is in the best interests of the Company’s stockholders. In the event of any stock dividend, stock split, recapitalization or similar change in the Company’s capital structure, the Base NAV for the respective share class shall be ratably adjusted to reflect the effect of any such event. The total return to stockholders is defined, for each class of the Company’s common stock, as the change in NAV per share plus distributions per share for such class. The NAV per share for a class calculated on the last trading day of a calendar year shall be the amount against which changes in NAV per share for such class are measured during the subsequent calendar year. Therefore, for each class of the Company’s common stock, payment of the performance-based component of the advisory fee (1) is contingent upon the Company’s actual annual total return exceeding the 6% Return and the Ending NAV per share for the respective share class being greater than the Base NAV of that class, (2) will vary in amount based on the Company’s actual performance, (3) cannot cause the Company’s total return as a percentage of stockholders’ invested capital for the year to be reduced below 6% and (4) is payable to Cole Advisors if the Company’s total return exceeds the 6% Return in a particular calendar year, even if the total return to stockholders (or any particular stockholder) on a cumulative basis over any longer or shorter period has been less than 6% per annum. Cole Advisors will not be obligated to return any portion of advisory fees paid based on the Company’s subsequent performance. The Company recorded fees and expense reimbursements as shown in the table below for services provided by Cole Advisors or its affiliates related to the services described above during the periods indicated (in thousands):
Of the amounts shown above, $1.3 million had been incurred, but not yet paid, for services provided by Cole Advisors or its affiliates in connection with the acquisitions and operations activities during the three months ended March 31, 2016. Cole Advisors did not waive its rights to receive operating expense reimbursements or permanently waive its rights to any expense reimbursements for the three months ended March 31, 2016. Cole Advisors waived its right to receive operating expense reimbursements for the three months ended March 31, 2015; accordingly, the Company did not reimburse Cole Advisors for any such expenses during those periods. During the three months ended March 31, 2015, Cole Advisors permanently waived its rights to expense reimbursements totaling approximately $258,000, and thus the Company is not responsible for this amount. Due to Affiliates As of March 31, 2016, $1.8 million was due to Cole Advisors or its affiliates primarily related to advisory, dealer manager and distribution fees, the reimbursement of organization and offering expenses, and acquisition expenses which were included in due to affiliates on the condensed consolidated unaudited balance sheet. As of December 31, 2015, $2.0 million was due to Cole Advisors and its affiliates related to performance fees, advisory, dealer manager and distribution fees, organization and offering expenses, which were included in amounts due to affiliates on the condensed consolidated unaudited balance sheet. |
Economic Dependency |
3 Months Ended |
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Mar. 31, 2016 | |
Economic Dependency [Abstract] | |
ECONOMIC DEPENDENCY | ECONOMIC DEPENDENCY Under various agreements, the Company has engaged or will engage Cole Advisors or its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon Cole Advisors or its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services. |
Subsequent Events |
3 Months Ended |
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Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Investment in Real Estate Assets Subsequent to March 31, 2016, the Company acquired a 100% interest in six real estate properties for an aggregate purchase price of $9.9 million. The acquisitions were funded with net proceeds from the Offering. The Company has not completed its initial purchase price allocations with respect to these properties and therefore cannot provide similar disclosures to those included in Note 4 in these condensed consolidated unaudited financial statements for these properties. Status of the Offering As of May 11, 2016, the Company had received $250.4 million in gross offering proceeds through the issuance of approximately 14.4 million shares of its common stock in the Offering (including shares issued pursuant to the DRIP). Share Redemptions Subsequent to March 31, 2016 and through May 11, 2016, the Company redeemed approximately 227,000 shares for $4.1 million. Credit Facility As of May 11, 2016, the Company had $40.0 million outstanding under the Credit Facility and $85.0 million in unused capacity, subject to borrowing availability. |
Summary of Significant Accounting Policies (Policies) |
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Mar. 31, 2016 | ||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||
Basis of presentation | The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2015, and related notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The condensed consolidated unaudited financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. |
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Principles of consolidation | The condensed consolidated unaudited financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
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Reclassifications | Reclassifications Certain amounts in the Company’s prior period condensed consolidated unaudited financial statements have been reclassified to conform to the current period presentation. The Company has chosen to break out the details of (i) real estate tax expenses from property operating expenses in the Company’s condensed consolidated unaudited statements of operations and (ii) straight-line rental income in the Company’s condensed consolidated unaudited statements of cash flows. The Company has also chosen to combine depreciation of $1.1 million and amortization of $546,000 for the three months ended March 31, 2015 into the line item depreciation and amortization in the condensed consolidated unaudited statements of operations. |
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Use of estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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Investment in and recoverability of real estate assets | Real Estate Investments Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition, construction and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All acquisition-related expenses, repairs and maintenance are expensed as incurred. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:
Recoverability of Real Estate Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value will be determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment indicators were identified and no impairment losses were recorded during the three months ended March 31, 2016 or 2015. Assets Held for Sale When a real estate asset is identified by the Company as held for sale, the Company will cease depreciation and amortization of the assets related to the property and estimate the fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount would be recorded to reflect the estimated fair value of the property, net of selling costs. |
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Allocation of purchase price of real estate assets | Allocation of Purchase Price of Real Estate Assets Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition-related expenses are expensed as incurred. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. |
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Investment in marketable securities | Investment in Marketable Securities Investment in marketable securities consists primarily of the Company’s investment in corporate and government debt securities. The Company determines the appropriate classification for debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. As of March 31, 2016, the Company classified its investments as available-for-sale as the Company is not actively trading the securities; however, the Company may sell them prior to their maturity. These investments are carried at their estimated fair value with unrealized gains and losses reported in accumulated other comprehensive loss. The Company monitors its available-for-sale securities for impairments. A loss is recognized when the Company determines that a decline in the estimated fair value of a security below its amortized cost is other-than-temporary. The Company considers many factors in determining whether the impairment of a security is deemed to be other-than-temporary, including, but not limited to, the length of time the security has had a decline in estimated fair value below its amortized cost, the amount of the unrealized loss, the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, external credit ratings and recent changes in such ratings. The analysis of determining whether the impairment of a security is deemed to be other-than-temporary requires significant judgments and assumptions. The use of alternative judgments and assumptions could result in a different conclusion. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method and is recorded in the accompanying condensed consolidated unaudited statements of operations in interest and other expense, net. Upon the sale of a security, the realized net gain or loss is computed on the specific identification method. |
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Restricted cash and cash concentrations | Restricted Cash The Company had $213,000 and $118,000 in restricted cash as of March 31, 2016 and December 31, 2015, respectively. Included in restricted cash were escrowed investor proceeds of $145,000 and $50,000 for which shares of common stock had not been issued as of March 31, 2016 and December 31, 2015, respectively. Additionally, as of March 31, 2016 and December 31, 2015, the Company had $68,000 in lender cash management accounts. As part of certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which funds in excess of the required minimum balance are disbursed on a weekly basis to the Company. Cash Concentrations As of March 31, 2016, the Company had cash on deposit, including restricted cash, at four financial institutions, two of which had Company deposits in excess of federally insured levels totaling $13.3 million; however, the Company has not experienced any losses in such accounts. The Company limits significant cash deposits to accounts held by financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits. |
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Revenue recognition | Revenue Recognition Certain properties have leases where minimum rental payments increase during the term of the lease. The Company records rental income for the full term of each lease on a straight-line basis. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. The Company defers the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. Expected reimbursements from tenants for recoverable real estate taxes and operating expenses are included in tenant reimbursement income in the period when such costs are incurred. The Company continually reviews receivables related to rent, including any unbilled straight-line rent, 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. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts or record a direct write-off of the receivable in the condensed consolidated unaudited statements of operations and comprehensive (loss) income. As of March 31, 2016, the Company had an allowance for uncollectible accounts of $1,000. No allowance for uncollectible accounts was recorded as of December 31, 2015. |
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Earnings per share | Earnings per Share We have three classes of common stock with nonforfeitable dividend rights that are determined based on a different NAV for each class. Accordingly, we utilize the two-class method to determine our earnings per share, which results in the same earnings per share for each of the classes. |
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Recent accounting pronouncements | Recent Accounting Pronouncements Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”) - The amendments in this update eliminate the requirement that an acquirer in a business combination retrospectively account for measurement-period adjustments. Measurement-period adjustments should be recognized during the period in which the adjustment amount is determined, including any earnings impact that the acquirer would have recorded in prior periods if the accounting was completed at the acquisition date. These provisions are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, with early adoption permitted. The Company has evaluated the effect of ASU 2015-16 and noted that there will not be a significant impact to the Company’s consolidated financial statements. From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company is currently evaluating the effect that certain of these new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s consolidated financial statements: ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) - The requirements were amended to remove inconsistencies in revenue requirements and to provide a more complete framework for addressing revenue issues across a broad range of industries and transaction types. The revised standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised standard also clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract to a customer. These provisions are effective January 1, 2018, and are to be applied retrospectively, with early adoption permitted for periods beginning after December 15, 2016 and interim periods thereafter. ASU No. 2016-01, Financial Instruments (Subtopic 825-10) - The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive (loss) income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the consolidated balance sheets or the accompanying notes to the financial statements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. On February 25, 2016, the Financial Accounting Standards Board issued Accounting Standards Codification (“ASC”) 842 (“ASC 842”), Leases, which replaces the existing guidance in ASC 840, Leases. ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The provisions of ASC 842 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and are required to be applied on a modified retrospective approach. Early adoption is permitted. ASU No. 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (“ASU 2016-05”) - The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. |
Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | ||||||||||||||||
Investment in and valuation of real estate and related assets | The estimated useful lives of the Company’s real estate assets by class are generally as follows:
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Fair Value Measurements (Tables) |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value of Company's Financial Assets and Liabilities | In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015 (in thousands):
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Real Estate Acquisitions (Tables) |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of purchase price allocation | The following table summarizes the preliminary purchase price allocation for the properties purchased during the three months ended March 31, 2016 (in thousands):
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Business acquisition, pro forma information | The following information summarizes selected financial information of the Company, as if all of the 2016 Acquisitions were completed on January 1, 2015 for each period presented below. The table below presents the Company’s estimated revenue and net income, on a pro forma basis, for the three months ended March 31, 2016 and 2015 (in thousands):
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Marketable Securities (Tables) |
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Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Available-for-sale securities | The following is a summary of the Company’s available-for-sale securities as of March 31, 2016 (in thousands):
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Schedule of available-for-sale securities reconciliation | The following table provides the activity for the marketable securities during the three months ended March 31, 2016 (in thousands):
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Investments classified by contractual maturity date | The scheduled maturities of the Company’s marketable securities as of March 31, 2016 are as follows (in thousands):
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Derivative Instruments and Hedging Activities (Tables) |
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Schedule of derivative instruments | The following table summarizes the terms of the Company’s executed interest rate swap agreements designated as hedging instruments as of March 31, 2016 and December 31, 2015 (in thousands):
(1) The interest rates consist of the underlying index swapped to a fixed rate and the applicable interest rate spread as of March 31, 2016. |
Credit Facility and Notes Payable (Tables) |
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Summary of Debt Activity | The following table summarizes the debt balances as of March 31, 2016 and December 31, 2015, and the debt activity for the three months ended March 31, 2016 (in thousands):
(1) Includes deferred financing costs incurred during the period. (2) Deferred costs relate to mortgage notes payable and the term portion of the Credit Facility. |
Related-Party Transactions and Arrangements (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Related Party Transactions | The Company recorded fees and expense reimbursements as shown in the table below for services provided by Cole Advisors or its affiliates related to the services described above during the periods indicated (in thousands):
The Company incurred commissions, fees and expense reimbursements as shown in the table below for services provided by Cole Advisors and its affiliates related to the services described above during the periods indicated (in thousands):
In connection with the Offering, CCC, the Company’s dealer manager, will receive selling commissions, an asset-based dealer manager fee and/or an asset-based distribution fee, as summarized in the table below for each class of common stock:
(1) The selling commission is based on the offering price for A Shares. The selling commission expressed as a percentage of NAV per A Share, rather than the offering price, is up to 3.90%, subject to rounding and the effect of volume discounts the Company is offering on certain purchases of $150,001 or more of A Shares. Selling commissions are deducted directly from the offering price for A Shares and paid to CCC. CCC reallows 100% of the selling commissions on A Shares to participating broker-dealers. (2) The dealer manager and distribution fees accrue daily in an amount equal to 1/365th of the percentage of NAV per W Share, A Share or I Share, as applicable, for such day on a continuous basis. CCC, in its sole discretion, may reallow a portion of the dealer manager fee and distribution fee to participating broker-dealers. |
Summary of Significant Accounting Policies (Details) |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2016
USD ($)
single_tenant_property
class_of_stock
|
Mar. 31, 2015
USD ($)
|
Dec. 31, 2015
USD ($)
single_tenant_property
|
Aug. 26, 2013
class_of_stock
|
|
Valuation of real estate and related assets | ||||
Depreciation | $ 1,100,000 | |||
Amortization | 546,000 | |||
Impairment | $ 0 | $ 0 | ||
Number of real estate properties held for sale | single_tenant_property | 0 | 0 | ||
Restricted cash | $ 213,000 | $ 118,000 | ||
Escrowed investor proceeds | 145,000 | 50,000 | ||
Allowance for doubtful accounts receivable | $ 1,000 | 0 | ||
Building | ||||
Valuation of real estate and related assets | ||||
Acquired real estate asset, useful life (years) | 40 years | |||
Lender Cash Management Accounts | ||||
Valuation of real estate and related assets | ||||
Restricted cash | $ 68,000 | $ 68,000 | ||
Multi-class offering | ||||
Valuation of real estate and related assets | ||||
Classes of common stock | class_of_stock | 3 | 3 |
Summary of Significant Accounting Policies - Concentration of credit risk (Details) $ in Millions |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
financial_institutions
| |
Concentration Risk | |
Cash on deposit, number of financial institutions | 4 |
Cash on deposit, number of financial institutions which had deposits in excess of current federally insured limits | 2 |
Credit concentration risk | Demand deposits | |
Concentration Risk | |
Concentration risk, credit risk, financial instrument, maximum exposure | $ | $ 13.3 |
Real Estate Acquisitions - Property Concentrations (Details) - Gross annualized rental revenues by industry |
3 Months Ended |
---|---|
Mar. 31, 2016
tenant
| |
Concentration Risk | |
Number of tenants | 1 |
Concentration risk, percentage | 10.00% |
Discount store industry | Customer concentration risk | |
Concentration Risk | |
Concentration risk, percentage | 14.00% |
Drugstore industry | Customer concentration risk | |
Concentration Risk | |
Concentration risk, percentage | 13.00% |
Manufacturing industry | Customer concentration risk | |
Concentration Risk | |
Concentration risk, percentage | 12.00% |
Home and Garden industry | Customer concentration risk | |
Concentration Risk | |
Concentration risk, percentage | 10.00% |
Commitments and Contingencies (Details) - Unaffiliated third party sellers $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
property
| |
Business Acquisition | |
Business acquisition, percentage of voting interests acquired | 100.00% |
Number of real estate acquisitions (in number of properties) | property | 1 |
Total purchase price | $ 3,500 |
Escrow deposit | $ 43 |
Subsequent Events (Details) shares in Thousands, $ in Thousands |
1 Months Ended | 3 Months Ended | ||
---|---|---|---|---|
May. 11, 2016
USD ($)
shares
|
May. 13, 2016
USD ($)
property
|
May. 11, 2016
USD ($)
shares
|
Mar. 31, 2016
USD ($)
|
|
Subsequent Event | ||||
Issuance of common stock | $ 31,934 | |||
Subsequent event | ||||
Subsequent Event | ||||
Issuance of common stock | $ 250,400 | |||
Issuance of common stock, shares | shares | 14,400 | |||
Redemption of stock (in shares) | shares | 227 | |||
Value of stock redeemed (in usd) | $ 4,100 | |||
Subsequent event | Line of Credit | ||||
Subsequent Event | ||||
Line of credit, amount outstanding | $ 40,000 | 40,000 | ||
Line of credit, remaining borrowing capacity | $ 85,000 | $ 85,000 | ||
Acquisitions, Subsequent Period | Subsequent event | ||||
Subsequent Event | ||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||
Number of real estate acquisitions (in number of properties) | property | 6 | |||
Total purchase price | $ 9,900 |
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