EX-99.1 3 a12-20807_6ex99d1.htm EX-99.1

Exhibit 99.1

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

Page

Financial Statements

 

Report of Independent Registered Public Accounting Firm

2

Consolidated Balance Sheets as of December 31, 2011 and 2010

3

Consolidated Statements of Operations for the Years Ended December 31, 2011, 2010 and 2009

4

Consolidated Statement of Changes in Equity for the Years Ended December 31, 2011, 2010 and 2009

5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009

6

Notes to Consolidated Financial Statements

8

Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2011

35

 

1



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Stockholders and Board of Directors

American Realty Capital Trust, Inc.

 

We have audited the accompanying consolidated balance sheets of American Realty Capital Trust, Inc. and subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in equity and cash flows for each of the three years in the period ended December 31, 2011. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(a). These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Realty Capital Trust, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

/s/ GRANT THORNTON LLP

 

Philadelphia, Pennsylvania

February 15, 2012

 

2



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

 

 

December 31,

 

 

 

2011

 

2010

 

ASSETS

 

 

 

 

 

Real estate investments, at cost:

 

 

 

 

 

Land

 

$

325,458

 

$

142,401

 

Buildings, fixtures and improvements

 

1,528,962

 

631,999

 

Acquired intangible lease assets

 

271,751

 

108,193

 

Total real estate investments, at cost

 

2,126,171

 

882,593

 

Less accumulated depreciation and amortization

 

(101,576

)

(32,777

)

Total real estate investments, net

 

2,024,595

 

849,816

 

Cash and cash equivalents

 

33,329

 

31,985

 

Investment securities, at fair value

 

17,275

 

 

Restricted cash

 

2,728

 

90

 

Investment in unconsolidated joint venture

 

11,201

 

11,945

 

Prepaid expenses and other assets

 

27,564

 

12,049

 

Deferred costs, net

 

13,883

 

8,169

 

Total assets

 

$

2,130,575

 

$

914,054

 

LIABILITIES AND EQUITY

 

 

 

 

 

Mortgage notes payable

 

$

673,978

 

$

372,755

 

Mortgage discount and premium, net

 

679

 

1,163

 

Long-term notes payable

 

 

12,790

 

Revolving credit facility

 

10,000

 

 

Below-market lease liabilities, net

 

8,150

 

8,454

 

Derivatives, at fair value

 

8,602

 

5,214

 

Accounts payable and accrued expenses

 

11,706

 

3,638

 

Deferred rent and other liabilities

 

6,619

 

3,858

 

Distributions payable

 

10,637

 

3,518

 

Total liabilities

 

730,371

 

411,390

 

 

 

 

 

 

 

Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding

 

 

 

Common stock, $0.01 par value; 240,000,000 shares authorized, 177,963,413 and 61,824,238 shares issued and outstanding at December 31, 2011 and 2010, respectively

 

1,780

 

618

 

Additional paid-in capital

 

1,548,009

 

529,740

 

Accumulated other comprehensive loss

 

(5,053

)

(3,878

)

Accumulated deficit

 

(166,265

)

(46,464

)

Total stockholders’ equity

 

1,378,471

 

480,016

 

Non-controlling interests

 

21,733

 

22,648

 

Total equity

 

1,400,204

 

502,664

 

Total liabilities and equity

 

$

2,130,575

 

$

914,054

 

 

The accompanying notes are an integral part of these financial statements.

 

3



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

Revenues:

 

 

 

 

 

 

 

Rental income

 

$

124,851

 

$

44,773

 

$

14,964

 

Operating expense reimbursements

 

4,269

 

 

 

Total revenues

 

129,120

 

44,773

 

14,964

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Acquisition and transaction related

 

30,005

 

12,471

 

506

 

Property operating

 

5,297

 

 

 

Asset management fees to affiliate

 

5,572

 

1,350

 

145

 

General and administrative

 

4,167

 

1,444

 

507

 

Depreciation and amortization

 

68,940

 

21,654

 

8,315

 

Total operating expenses

 

113,981

 

36,919

 

9,473

 

Operating income

 

15,139

 

7,854

 

5,491

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

Interest expense

 

(37,373

)

(18,109

)

(10,352

)

Equity in income of unconsolidated joint venture

 

96

 

 

 

Other income, net

 

766

 

765

 

51

 

Unrealized loss on derivative instruments

 

(2,539

)

(305

)

495

 

Gain (loss) on disposition of property

 

(44

)

143

 

 

Total other expenses

 

(39,094

)

(17,506

)

(9,806

)

Net loss

 

(23,955

)

(9,652

)

(4,315

)

Net (income) loss attributable to non-controlling interests

 

(1,121

)

(181

)

49

 

Net loss attributable to stockholders

 

$

(25,076

)

$

(9,833

)

$

(4,266

)

Basic and diluted net loss attributable to stockholders per share

 

$

(0.20

)

$

(0.31

)

$

(0.74

)

 

The accompanying notes are an integral part of these financial statements.

 

4



 

AMERICAN REALTY CAPITAL TRUST, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the Years Ended December 31, 2011, 2010, and 2009

(Dollar amounts in thousands)

 

 

 

Common Stock

 

 

 

Accumulated
Other

 

 

 

 

 

Non-

 

 

 

 

 

Number of
Shares

 

Par
Value

 

Additional
Paid-In Capital

 

Comprehensive
Loss

 

Accumulated
Deficit

 

Total Stockholders’
Equity

 

controlling
Interests

 

Total Equity

 

Balance, January 01, 2009

 

1,276,814

 

$

13

 

$

9,220

 

$

(2,676

)

$

(4,798

)

$

1,759

 

$

 

$

1,759

 

Issuance of common stock

 

13,259,941

 

133

 

131,478

 

 

 

131,611

 

 

131,611

 

Offering costs, commissions and dealer manager fees

 

 

 

(19,478

)

 

 

(19,478

)

 

(19,478

)

Common stock issued through distribution reinvestment plan

 

135,482

 

1

 

1,286

 

 

 

1,287

 

 

1,287

 

Distributions declared

 

 

 

 

 

(4,605

)

(4,605

)

 

(4,605

)

Contributions from non-controlling interests

 

 

 

 

 

 

 

3,458

 

3,458

 

Distributions to non-controlling interest holders

 

 

 

 

 

 

 

(100

)

(100

)

Designated derivatives, fair value adjustment

 

 

 

 

939

 

 

939

 

 

939

 

Net loss

 

 

 

 

 

(4,266

)

(4,266

)

(49

)

(4,315

)

Total comprehensive income (loss)

 

 

 

 

 

 

(3,327

)

(49

)

(3,376

)

Balance, December 31, 2009

 

14,672,237

 

147

 

122,506

 

(1,737

)

(13,669

)

107,247

 

3,309

 

110,556

 

Issuance of common stock

 

45,724,124

 

457

 

452,158

 

 

 

452,615

 

 

452,615

 

Offering costs, commissions and dealer manager fees

 

 

 

(51,699

)

 

 

(51,699

)

 

(51,699

)

Common stock issued through distribution reinvestment plan

 

980,906

 

10

 

9,309

 

 

 

9,319

 

 

9,319

 

Distributions declared

 

 

 

 

 

(22,962

)

(22,962

)

 

(22,962

)

Common stock redemptions

 

(262,029

)

(3

)

(2,958

)

 

 

(2,961

)

 

(2,961

)

Share based compensation

 

709,000

 

7

 

(7

)

 

 

 

 

 

Amortization of restricted stock

 

 

 

431

 

 

 

431

 

 

431

 

Contributions from non-controlling interests

 

 

 

 

 

 

 

21,003

 

21,003

 

Gain on sale of assets to non-controlling interest holders

 

 

 

 

 

 

 

(778

)

(778

)

Distributions to non-controlling interest holders

 

 

 

 

 

 

 

(1,067

)

(1,067

)

Designated derivatives, fair value adjustment

 

 

 

 

(2,141

)

 

(2,141

)

 

(2,141

)

Net income (loss)

 

 

 

 

 

(9,833

)

(9,833

)

181

 

(9,652

)

Total comprehensive income (loss)

 

 

 

 

 

 

(11,974

)

181

 

(11,793

)

Balance, December 31, 2010

 

61,824,238

 

618

 

529,740

 

(3,878

)

(46,464

)

480,016

 

22,648

 

502,664

 

Issuance of common stock

 

112,795,422

 

1,128

 

1,112,561

 

 

 

1,113,689

 

 

1,113,689

 

Offering costs, commissions and dealer manager fees

 

 

 

(124,297

)

 

 

(124,297

)

 

(124,297

)

Common stock issued through distribution reinvestment plan

 

4,112,949

 

41

 

39,032

 

 

 

39,073

 

 

39,073

 

Distributions declared

 

 

 

 

 

(94,725

)

(94,725

)

 

(94,725

)

Common stock redemptions

 

(821,846

)

(8

)

(10,503

)

 

 

(10,511

)

 

(10,511

)

Share based compensation

 

52,650

 

1

 

(1

)

 

 

 

 

 

Amortization of restricted stock

 

 

 

1,477

 

 

 

1,477

 

 

1,477

 

Distributions to non-controlling interest holders

 

 

 

 

 

 

 

(2,036

)

(2,036

)

Designated derivatives, fair value adjustment

 

 

 

 

(825

)

 

(825

)

 

(825

)

Unrealized gain (loss) on investment securities, net

 

 

 

 

(350

)

 

(350

)

 

(350

)

Net income (loss)

 

 

 

 

 

(25,076

)

(25,076

)

1,121

 

(23,955

)

Total comprehensive income (loss)

 

 

 

 

 

 

(26,251

)

1,121

 

(25,130

)

Balance, December 31, 2011

 

177,963,413

 

$

1,780

 

$

1,548,009

 

$

(5,053

)

$

(166,265

)

$

1,378,471

 

$

21,733

 

$

1,400,204

 

 

The accompanying notes are an integral part of this financial statement.

 

5



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss

 

$

(23,955

)

$

(9,652

)

$

(4,315

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation

 

54,764

 

17,280

 

6,661

 

Amortization of intangibles

 

14,176

 

4,374

 

1,654

 

Amortization of deferred financing costs

 

4,481

 

1,158

 

562

 

Amortization of mortgage discounts and premiums, net

 

(153

)

 

 

Amortization of restricted stock grants

 

1,477

 

431

 

 

Accretion of below-market lease liability

 

(304

)

(311

)

(315

)

(Gain) loss on disposition of property

 

44

 

(143

)

 

Unrealized loss on derivative instruments

 

2,539

 

305

 

(495

)

Other

 

 

(778

)

 

Equity in income of unconsolidated joint venture

 

(96

)

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Prepaid expenses and other assets

 

(11,831

)

(7,616

)

(4,236

)

Accounts payable and accrued expenses

 

5,622

 

2,102

 

(181

)

Due to affiliated entity

 

 

 

(2,223

)

Deferred rent and other liabilities

 

2,761

 

2,714

 

362

 

Net cash provided by (used in) operating activities

 

49,525

 

9,864

 

(2,526

)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Investment in real estate and other assets

 

(1,186,775

)

(543,893

)

(173,786

)

Purchase of investment securities

 

(17,625

)

 

 

Investment in joint venture with affiliate

 

 

(12,000

)

 

Distributions from unconsolidated joint venture

 

840

 

 

 

Capital expenditures

 

(386

)

 

 

Proceeds from disposition of real estate and other assets

 

581

 

757

 

 

Net cash used in investing activities

 

(1,203,365

)

(555,136

)

(173,786

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from mortgage notes payable

 

287,602

 

217,827

 

72,084

 

Payments on mortgage notes payable

 

(43,808

)

(28,883

)

(1,016

)

Proceeds from revolving credit facilities

 

10,000

 

13,448

 

 

Payments on revolving credit facilities

 

 

(13,448

)

 

Proceeds from related party facility bridge and revolver

 

 

 

12,268

 

Payments on related party facility bridge and revolver

 

 

 

(27,245

)

Proceeds from short-term bridge funds

 

 

 

15,878

 

Payments on short-term bridge funds

 

 

(15,878

)

(11,954

)

Payments on convertible redeemable preferred

 

 

 

(3,995

)

Proceeds from long-term notes payable

 

 

 

11,911

 

Payments on long-term notes payable

 

(12,790

)

(210

)

 

Contributions from non-controlling interest holders

 

 

21,003

 

3,458

 

Distributions to non-controlling interest holders

 

(2,036

)

(1,067

)

(100

)

Proceeds from issuance of common stock, net

 

992,297

 

400,916

 

112,102

 

Payments of financing costs

 

(16,845

)

(6,827

)

(1,073

)

Distributions paid

 

(48,533

)

(11,626

)

(1,888

)

Redemptions paid

 

(8,065

)

(2,961

)

 

Restricted cash

 

(2,638

)

(47

)

5

 

Net cash provided by financing activities

 

1,155,184

 

572,247

 

180,435

 

Net increase in cash and cash equivalents

 

1,344

 

26,975

 

4,123

 

Cash and cash equivalents, beginning of year

 

31,985

 

5,010

 

887

 

Cash and cash equivalents, end of year

 

$

33,329

 

$

31,985

 

$

5,010

 

 

6



 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

Supplemental Disclosures:

 

 

 

 

 

 

 

Cash paid for interest

 

$

32,237

 

$

16,285

 

$

10,153

 

Cash paid for income taxes

 

144

 

388

 

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

Common stock issued through distribution reinvestment plan

 

39,073

 

9,319

 

1,287

 

Mortgages assumed in real estate acquisitions

 

57,098

 

24,068

 

 

 

The accompanying notes are an integral part of these financial statements.

 

7



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Note 1 — Organization

 

American Realty Capital Trust, Inc. (the “Company”), incorporated on August 17, 2007, is a Maryland corporation that qualifies as a real estate investment trust (“REIT”) for federal income tax purposes. On January 25, 2008, the Company commenced an initial public offering (“IPO”) on a “best efforts” basis of up to 150.0 million shares of common stock offered at a price of $10.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended. The Registration Statement also covered up to 25.0 million shares of common stock available pursuant to a distribution reinvestment plan (the “DRIP”) under which the Company’s stockholders may elect to have their distributions reinvested in additional shares of the Company’s common stock at the greater of $9.50 per share, or 95% of the estimated value of a share of common stock.

 

On August 5, 2010, the Company filed a registration statement on Form S-11 to register 32.5 million shares of common stock in connection with a follow-on offering. The IPO was originally set to expire on January 25, 2011, three years after its effective date. However, as permitted by Rule 415 of the Securities Act, the Company was permitted to continue its IPO until July 25, 2011. On July 18, 2011, the Company’s IPO closed. All shares registered under the IPO and 22.2 million shares available under the DRIP were allocated to the IPO and sold. On July 11, 2011, the Company withdrew the registration for the additional 32.5 million shares in connection with the follow-on offering. In addition, on July 15, 2011, the Company filed a registration statement on Form S-3 to register an additional 24.0 million shares of common stock to be used for the DRIP.

 

The Company’s Board of Directors has determined that it is in the best interests of the Company and its stockholders to internalize the management services currently provided by American Realty Capital Advisors, LLC, which serves as the Company’s advisor (the “Advisor”), and American Realty Capital Properties, LLC, which, serves as the Company’s property manager (the “Property Manager”). The Company intends to become a self-administered REIT and will be managed full-time by William M. Kahane, one of the key executives who built the Company and assembled its property portfolio, and his management team (the “Internalization”). As part of our Internalization, the Company has applied to list its common stock on The NASDAQ Global Select Market under the symbol “ARCT” (the “Listing”). The Company anticipates that its common stock will be listed on NASDAQ on or about March 1, 2012. Furthermore, the Company intends to offer up to 6.6 million shares of its common stock in an underwritten public offering pursuant to a registration statement on Form S-11filed on February 15, 2012 with the SEC (the “Offering”). Upon consummation of the Listing, the Company expects to complete the Internalization and terminate its existing Advisory Agreement, which termination will be subject to a 60-day notice period (subject to three one-month extensions). Prior to Listing, the Company also intends to offer to purchase an amount in value of its shares of common stock between $200 million and $250 million from its stockholders, pursuant to a cash tender offer on Schedule TO to be filed with the SEC (the “Tender Offer”). The Tender Offer is subject to a number of customary conditions, including a financing condition.

 

As of December 31, 2011, the Company had 178.0 million shares of common stock outstanding including stock issued under the DRIP and restricted share plan. Total gross proceeds from these issuances were $1.8 billion, including shares issued pursuant to the DRIP.  As of December 31, 2011, the aggregate value of all share issuances and subscriptions outstanding was $1.8 billion based on a per share value of $10.00 (or $9.50 for shares issued under the DRIP). As of December 31, 2011, on a cumulative basis, 1.4 million shares of common stock had been redeemed under the stock repurchase program at a value of $13.5 million. Of that amount, 0.3 million shares with a redemption value of $2.8 million were accrued for redemption at December 31, 2011, and subsequently paid to stockholders in January 2012.

 

The Company has used the proceeds from its IPO to acquire and manage a diverse portfolio of real estate properties consisting primarily of freestanding, single-tenant properties net leased to investment grade and other creditworthy tenants throughout the United States and Puerto Rico. The Company typically funds acquisitions with a combination of equity and debt and in certain cases may use only equity capital or fund a portion of the purchase price through investments from unaffiliated third parties. The Company expects to arrange long-term financing on both a secured and unsecured fixed rate basis. The Company intends to continue to grow existing relationships and develop new relationships throughout the various markets the Company serves, which is expected to lead to further acquisition opportunities.

 

As of December 31, 2011, the Company owned 482 properties with 15.5 million square feet, 100% leased with a weighted average remaining lease term of 13.5 years. In constructing the portfolio, the Company has been committed to diversification (industry, tenant and geography).

 

8



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Substantially all of the Company’s business is conducted through American Realty Capital Operating Partnership, L.P. (the “OP”), a Delaware limited partnership. The Company is the sole general partner of and owns a 99.99% partnership interest in the OP. American Realty Capital Advisors, LLC, (the “Advisor”) is the sole limited partner and owner of 0.01% (non-controlling interest) of the partnership interests of the OP. The limited partner interests have the right to convert OP units into cash or, at the option of the Company, an equal number of common shares of the Company, as allowed by the limited partnership agreement.

 

Note 2 —Summary of Significant Accounting Policies

 

Basis of Accounting

 

The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Principles of Consolidation and Basis of Presentation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary.

 

Investment in Unconsolidated Joint Venture

 

The Company is a non-controlling member of a limited liability company that owns five condominium units, 100% leased and located in New York City. American Realty Capital New York Recovery REIT, Inc., an affiliate, is the controlling member. This investment is reflected as investment in unconsolidated joint venture in the accompanying consolidated financial statements.

 

The Company’s investment in this joint venture was $12.0 million, paid in December 2010. The cost basis of this investment is reduced by monthly distributions. The Company’s share of income and losses from the condominium units, which excludes depreciation and amortization pursuant to the limited liability company agreement, is recorded to investment in unconsolidated joint venture on the accompanying consolidated balance sheets and equity income of unconsolidated joint venture in the consolidated statement of operations. The Company was paid a 1% fee in connection with its investment and earns a preferred 7.0% return on its outstanding investment balance. See Note 11 — Related Party Transactions and Arrangements for additional information on this joint venture.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, to record investments in real estate, and derivative financial instruments and hedging activities, as applicable.

 

Real Estate Investments

 

The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 40 years for buildings, five to 15 years for building fixtures and improvements and the remaining lease term for acquired intangible lease assets.

 

Impairment of Long Lived Assets

 

Operations related to properties that have been sold or properties that are intended to be sold are presented as discontinued operations in the statement of operations for all periods presented, and properties intended to be sold are designated as “held for sale” on the balance sheet.

 

9



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income.

 

Allocation of Purchase Price of Acquired Assets

 

The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, buildings, equipment and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships.

 

Amounts allocated to land, buildings, equipment and fixtures are based on cost segregation studies performed by independent third-parties or on the Company’s analysis of comparable properties in its portfolio. Depreciation is computed using the straight-line method over the estimated lives of forty years for buildings, five to 15 years for building, equipment, fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements.

 

The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from nine to 18 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.

 

Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease intangibles are amortized as a decrease to rental income over the remaining term of the lease. The capitalized below-market lease values will be amortized as an increase to rental income over the remaining term and any fixed rate renewal periods provided within the respective leases. In determining the amortization period for below-market lease intangibles, the Company initially will consider, and periodically evaluate on a quarterly basis, the likelihood that a lessee will execute the renewal option. The likelihood that a lessee will execute the renewal option is determined 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.

 

The aggregate value of intangible assets related to customer relationships is measured based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors.

 

The value of in-place leases is amortized to expense over the initial term of the respective leases, which range primarily from 2 to 20 years. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

 

In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property

 

10



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. The allocations presented in the accompanying consolidated balance sheets are substantially complete; however, there are certain items that the Company will finalize once the Company receives additional information. Accordingly, these allocations are subject to revision when final information is available, although the Company does not expect future revisions to have a significant impact on the Company’s financial position or results of operations.

 

Intangible assets and acquired lease obligations consist of the following (amounts in thousands):

 

 

 

December 31,

 

 

 

2011

 

2010

 

Intangible assets:

 

 

 

 

 

In-place leases, gross

 

$

271,751

 

$

108,193

 

Accumulated amortization on in-place leases

 

20,677

 

6,513

 

In-place leases, net of accumulated amortization

 

$

251,074

 

$

101,680

 

Intangible liabilities:

 

 

 

 

 

Below-market leases, gross

 

$

9,087

 

$

9,087

 

Accumulated amortization on below market leases

 

937

 

633

 

Below-market leases, net of accumulated amortization

 

$

8,150

 

$

8,454

 

 

The following table provides the weighted-average amortization and accretion periods as of December 31, 2011 for intangible assets and liabilities and the projected amortization expense for the next five years (amounts in thousands):

 

 

 

Weighted-
Average
Amortization
Period in Years

 

2012

 

2013

 

2014

 

2015

 

2016

 

In-place leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total to be included in depreciation and amortization expense

 

13.3

 

21,658

 

21,658

 

21,603

 

21,323

 

20,897

 

Below-market lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total to be included in rental revenue

 

26.8

 

304

 

304

 

304

 

304

 

304

 

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less.

 

The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit. At December 31, 2011 and 2010 the Company had deposits of $33.3 million and $32.0 million, respectively of which $32.1 million and $31.0 million, respectively were in excess of the amount insured by the FDIC. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result.

 

Restricted Cash

 

Restricted cash consists of maintenance, structural, and debt service reserves.

 

11



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Deferred Financing Costs

 

Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing, which result in such financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.

 

Distribution Reinvestment Plan

 

The Company has adopted a distribution reinvestment plan (the “DRIP”), in which eligible stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the IPO. The Board of Directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP are recorded to equity in the accompanying consolidated balance sheet in the period the distribution is declared. As of December 31, 2011, 5.2 million shares with a value of $49.8 million have been issued through the DRIP.

 

Share Repurchase Program

 

The Company’s Board of Directors has adopted a Share Repurchase Program (“SRP”) that enables its stockholders to sell their shares to the Company in limited circumstances. The SRP permits investors to sell their shares back to the Company after they have held them for at least one year, subject to the significant conditions and limitations described below.

 

The purchase price per share will depend on the length of time the investor has held such shares as follows: after one year from the purchase date - 96.25% of the amount the investor actually paid for each share; and after two years from the purchase date - 97.75% of the amount the investor actually paid for each share; and after three years from the purchase date - 100% of the amount the investor actually paid for each share; (in each case, as adjusted for any stock distributions, combinations, splits, recapitalizations and the like with respect to the Company’s common stock). At any time the Company was engaged in an offering of shares, the per share price for shares purchased under the repurchase plan was equal to or lower than the applicable per share offering price. Presently, the per share purchase price is based on the greater of $10.00 or the then-current net asset value of the shares as determined by the Company’s Board of Directors (as adjusted for any stock distributions, combinations, splits, recapitalizations and the like with respect to the Company’s common stock). The Company’s Board of Directors will announce any purchase price adjustment and the time period of its effectiveness as a part of its regular communications with stockholders. The Company’s Board of Directors shall use the following criteria for determining the net asset value of the shares: value of its assets (estimated market value) less the estimated market value of the Company’s liabilities, divided by the number of shares. The Board, with advice from the Advisor, (i) will make internal valuations of the market value of the Company’s assets based upon the current capitalization rates of similar properties in the market, recent transactions for similar properties acquired by the Company and any extensions, cancellations, modifications or other material events affecting the leases, changes in rents or other circumstances related to such properties, (ii) review internal appraisals prepared by the Advisor following standard commercial real estate appraisal practice and (iii) every three years or earlier, in rotation will have all of the properties appraised by an external appraiser. Upon the death or disability of a stockholder, and upon request, the Company will waive the one-year holding requirement. Shares repurchased in connection with the death or disability of a stockholder will be repurchased at a purchase price equal to the price actually paid for the shares during the offering, or if not engaged in the offering, the per share purchase price will be based on the greater of $10.00 or the then-current net asset value of the shares as determined by the Company’s Board of Directors (as adjusted for any stock distributions, combinations, splits, recapitalizations and the like with respect to its common stock). In addition, the Company may waive the holding period in the event of a stockholder’s bankruptcy or other exigent circumstances.

 

Purchases under the SRP, subject to the terms of the SRP, may be funded from the proceeds from the sale of shares under the DRIP, from proceeds of the sale of shares in a public offering, and with other available allocated operating funds. However, purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding during the prior year. In addition the redemption of shares is limited by cash available among other factors. The Board of Directors may reject a request for redemption at any time.

 

When a stockholder requests redemption and the redemption is approved by the Company, it will reclassify such obligation from equity to a liability based on the settlement value of the obligation.

 

12



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

The following table summarizes the SRP activity as of December 31, 2011 (dollars in thousands except for cost per share):

 

 

 

Redemption Requests and Shares Redeemed

 

Year Ended December 31,

 

Shares

 

Value

 

Average Cost
per share

 

2009

 

3,000

 

$

29

 

$

9.65

 

2010

 

299,528

 

2,933

 

9.79

 

2011

 

1,070,950

 

10,511

 

9.81

 

Cumulative redemptions as of December 31, 2011(1)

 

1,373,478

 

13,473

 

$

9.81

 

Value of shares issued through DRIP

 

 

 

49,828

 

 

 

Excess

 

 

 

$

36,355

 

 

 

 


(1)             Cumulative share redemptions include 0.3 million shares with a value of $2.8 million which have been approved for redemption as of December 31, 2011, and were paid to stockholders in January 2012.

 

Derivative Instruments

 

The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.

 

The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

 

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statement of operations. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings.

 

13



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Revenue Recognition

 

Upon the acquisition of real estate, certain properties will have leases where minimum rent payments increase during the term of the lease. The Company will record rental revenue for the full term of each lease on a straight-line basis. When the Company acquires a property, the term of existing leases is considered to commence as of the acquisition date for the purposes of this calculation. Cost recoveries from tenants are included in tenant reimbursement income in the period the related costs are incurred, as applicable.

 

The Company’s revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. The Company defers the revenue related to lease payments received from tenants in advance of their due dates.

 

The Company continually reviews receivables related to rent and unbilled rent receivables 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 consolidated statements of operations.

 

Organization, Offering, and Related Costs

 

Organization and offering costs (other than selling commissions and the dealer manager fee) of the Company may have been paid by the Advisor, the Company’s affiliated dealer manager, Realty Capital Securities, LLC (the “Dealer Manager”) or their affiliates on behalf of the Company. Such organization and offering costs represent all expenses to be paid by the Company in connection with the Offering, including but not limited to (i) legal, accounting, printing, mailing, and filing fees; (ii) escrow related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for the salaries of its employees and other costs in connection with preparing supplemental sales materials and related Offering activities. Pursuant to the Advisory Agreement and the Dealer Manager Agreement, the Company was obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs paid by them on behalf of the Company, provided that the Advisor was obligated to reimburse the Company to the extent organization and offering costs (excluding selling commissions, the dealer manager fee and bona fide due diligence cost reimbursements) incurred by the Company in the Offering exceed 1.5% of gross offering proceeds. See Note 11 — Related Party Transactions and Arrangements for more information on amounts reimbursed to the Advisor and Dealer Manager.

 

Share-Based Compensation

 

The Company has a stock-based incentive award plan for its directors and an employee and director restricted share plan, which are accounted for under the guidance for share based payments. The guidance on share based compensation also requires the tax benefits associated with these share-based payments to be classified as financing activities in the consolidated statements of cash flows. See Note 13 — Share-Based Compensation for additional information on these plans.

 

Income Taxes

 

The Company made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ending December 31, 2008. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax to the extent it distributes its REIT taxable income to its stockholders, and so long as it distributes at least 90% of its REIT taxable income. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

 

14



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Per Share Data

 

Income (loss) per basic share of common stock is calculated by dividing net income (loss) less dividends on unvested restricted stock by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted income (loss) per share of common stock considers the effect of potentially dilutive shares of common stock outstanding during the period.

 

Reportable Segments

 

The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company’s investments in real estate generate rental revenue and other income through the leasing of properties, which comprised 100% of its total consolidated revenues. Although the Company’s investments in real estate will be geographically diversified throughout the United States, management evaluates operating performance on an individual property level. The Company’s properties have been aggregated into one reportable segment.

 

Recent Accounting Pronouncements

 

In June 2009, the Financial Accounting Standards Board (“FASB”) amended the guidance on transfers of financial assets to, among other things, eliminate the qualifying special-purpose entity concept, include a new unit of account definition that must be met for transfers of portions of financial assets to be eligible for sale accounting, clarify and change the derecognition criteria for a transfer to be accounted for as a sale, and require significant additional disclosure. This standard was effective January 1, 2010. Adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

 

In June 2009, the FASB issued new guidance which revised the consolidation guidance for variable-interest entities. The modifications include the elimination of the exemption for qualifying special purpose entities, a new approach for determining who should consolidate a variable-interest entity, and changes to when it is necessary to reassess who should consolidate a variable-interest entity. This standard was effective January 1, 2010. Adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

 

In January 2010, the FASB issued guidance which clarifies that the stock portion of a distribution to stockholders that allow them to receive cash or stock with a potential limitation on the total amount of cash that all stockholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock distribution. This standard was effective January 1, 2010. Adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

 

In January 2010, the FASB amended guidance to require a number of additional disclosures regarding fair value measurements. Specifically, the guidance revises two disclosure requirements concerning fair value measurements and clarifies two others. It requires separate presentation of significant transfers into and out of Levels 1 and 2 of the fair value hierarchy and disclosure of the reasons for such transfers. Also, it requires the presentation of purchases, sales, issuances and settlements within Level 3 on a gross basis rather than on a net basis. The amendments clarify that disclosures should be disaggregated by class of asset or liability and that disclosures about inputs and valuation techniques should be provided for both recurring and non-recurring fair value measurements. The adoption of the guidance related to Levels 1 and 2 were effective January 1, 2010 and did not have a material impact on the Company’s financial position or results of operations. The adoption of the guidance related to Level 3 was effective January 1, 2011 and did not have a material impact on the Company’s financial position or results of operations.

 

In February 2010, the FASB updated the guidance to no longer require companies that file with the United States Securities and Exchange Commission to indicate the date through which they have analyzed subsequent events. This updated guidance became effective immediately upon issuance; therefore the Company adopted it as of the first quarter of 2010.

 

In March 2010, the FASB issued a clarification of previous guidance that exempts certain credit related features from analysis as potential embedded derivatives subject to bifurcation and separate fair value accounting. This guidance specifies that an embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to bifurcation from a host contract. All other embedded credit derivative features should be analyzed to determine whether their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation and separate fair value accounting is required. The adoption of this guidance on July 1, 2010 had no material effect on the Company’s financial position or results of

 

15



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

operations.

 

In December 2010, the FASB updated its guidance related to goodwill which affected all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. The guidance modifies Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This guidance became effective on January 1, 2011. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

 

In December 2010, the FASB updated the guidance related to business combinations to address diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendment specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, non-recurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendment affects any public entity, as defined, that enters into business combinations that are material on an individual or aggregate basis. This guidance was effective for acquisitions occurring on or after January 1, 2011. The adoption of this guidance did not have a material impact upon the Company’s financial position or results of operations, as the guidance relates only to disclosure requirements.

 

In May 2011, the FASB issued guidance that expands the existing disclosure requirements for fair value measurements, primarily for Level 3 measurements, which are measurements based on unobservable inputs such as the Company’s own data. This guidance is largely consistent with current fair value measurement principles with few exceptions that do not result in a change in general practice. The guidance will be applied prospectively and will be effective for interim and annual reporting periods ending after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations as the guidance relates only to disclosure requirements.

 

In June 2011, the FASB issued guidance requiring entities to present items of net income and other comprehensive income either in one continuous statement — referred to as the statement of comprehensive income — or in two separate, but consecutive, statements of net income and other comprehensive income. The new guidance does not change which components of comprehensive income are recognized in net income or other comprehensive income, or when an item of other comprehensive income must be reclassified to net income. The guidance will be applied prospectively and will be effective for interim and annual reporting periods ending after December 15, 2011. In December 2011, the FASB deferred certain provisions of this guidance related to the presentation of certain reclassification adjustments our of accumulated other comprehensive income, by component in both the statement and the statement where the reclassification is presented. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations but will change the location of the presentation of other comprehensive income to more closely associate the disclosure with net income.

 

In September 2011, the FASB issued guidance which modifies the requirements for testing for goodwill impairment, and gives entities the option to perform a qualitative assessment of goodwill before calculating the fair value of a reporting unit. If the entities determine based on the qualitative assessment that the fair value of a reporting unit is more likely than not less than the carrying value then further impairment tests would be required. Otherwise, further testing would not be needed. The guidance is effective for annual impairment tests for fiscal periods beginning after December 15, 2011.  The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

 

In December 2011, the FASB issued guidance which contains new disclosure requirements regarding the nature of and entity’s rights of offset and related arrangements associated with its financial instruments and derivative instruments. The new disclosures are designed to make financial statements prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards and will give the financial statement users information about both gross and net exposures. The guidance is effective for interim and annual reporting periods beginning on or after January 1, 2013.  The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

 

16



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Note 3 — Real Estate Investments

 

The following table presents the allocation of the assets acquired and liabilities assumed during the periods presented (amounts in thousands):

 

 

 

Year Ended December 31,
2011

 

Year Ended December 31,
2010

 

Real estate investments, at cost:

 

 

 

 

 

Land

 

$

183,150

 

$

104,742

 

Buildings, fixtures and improvements

 

897,105

 

370,744

 

Total tangible assets

 

1,080,255

 

475,486

 

Acquired intangibles:

 

 

 

 

 

In-place leases

 

163,618

 

69,570

 

Mortgage assumed

 

(57,429

)

(22,900

)

Mortgage discount (premium), net

 

331

 

(1,168

)

Total assets acquired, net

 

$

1,186,775

 

$

520,988

 

Number of properties purchased

 

224

 

134

 

 

17



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

The Company acquires and operates commercial properties. All such properties may be acquired and operated by the Company alone or jointly with another party. As of December 31, 2011, all of the properties the Company owned were 100% leased. The Company acquired and disposed of the following properties during 2011 (dollar amounts in thousands other than annualized average rental income per square foot):

 

Property

 

Acquisition/
Disposal
Date

 

No. of
Buildings

 

Square
Feet

 

Ownership
Percentage

 

Remaining
Lease
Term
(1)

 

Base
Purchase
Price
(2)

 

Capitalization
Rate
(3)

 

Annualized
Rental
Income/NOI
(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio as of Dec. 31, 2010

 

 

 

259

 

5,310,215

 

Various

 

15.2

 

$

867,215

 

8.43

%

$

73,068

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions for the year ended Dec. 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lowes (5)

 

Jan. 2011

 

1

 

141,393

 

100

%

15.1

 

10,018

 

6.74

%

675

 

Citizens

 

Jan. 2011

 

2

 

14,307

 

100

%

7.6

 

3,811

 

9.11

%

347

 

QuikTrip

 

Jan. 2011

 

1

 

4,555

 

100

%

12.7

 

3,330

 

8.74

%

291

 

Dillons

 

Jan. 2011

 

1

 

56,451

 

100

%

8.3

 

5,075

 

7.80

%

396

 

Wawa

 

Jan. 2011

 

2

 

12,433

 

100

%

15.9

 

17,209

 

7.00

%

1,205

 

Walgreens VIII

 

Jan. 2011

 

9

 

122,963

 

100

%

23.6

 

54,569

 

6.86

%

3,742

 

DaVita Dialysis II

 

Feb. 2011

 

4

 

23,154

 

100

%

10.9

 

8,013

 

8.90

%

713

 

CVS III

 

Feb. 2011

 

1

 

13,338

 

100

%

25.6

 

5,199

 

7.25

%

377

 

Citigroup, Inc.

 

Feb. 2011

 

1

 

64,036

 

100

%

14.3

 

27,275

 

7.00

%

1,910

 

Coats & Clark

 

Feb. 2011

 

1

 

401,512

 

100

%

9.5

 

9,523

 

9.84

%

937

 

Walgreens IX

 

Feb. 2011

 

1

 

13,569

 

100

%

22.4

 

5,460

 

7.34

%

401

 

Express Scripts

 

Mar. 2011

 

2

 

416,141

 

100

%

7.9

 

51,281

 

9.02

%

4,623

 

DaVita Dialysis III

 

Mar. 2011

 

1

 

18,185

 

100

%

11.9

 

6,565

 

7.72

%

507

 

Dollar General V

 

Mar. 2011

 

6

 

55,363

 

100

%

14.6

 

5,195

 

8.84

%

459

 

Wal-Mart

 

Mar. 2011

 

1

 

183,442

 

100

%

7.8

 

12,633

 

7.15

%

903

 

Kohl’s

 

Mar. 2011

 

1

 

88,408

 

100

%

14.6

 

10,182

 

7.15

%

728

 

Texas Instruments

 

Mar. 2011

 

1

 

125,000

 

100

%

9.4

 

32,000

 

7.88

%

2,522

 

Sam’s Club (5)

 

Mar. 2011

 

1

 

141,583

 

100

%

14.2

 

12,821

 

6.64

%

851

 

CVS IV

 

Mar. 2011

 

1

 

13,225

 

100

%

23.6

 

5,330

 

7.95

%

424

 

Walgreens X

 

Mar. 2011

 

2

 

27,760

 

100

%

19.1

 

9,000

 

7.46

%

671

 

CVS V

 

Mar. 2011

 

1

 

12,900

 

100

%

22.6

 

5,759

 

7.29

%

420

 

Provident Bank

 

Mar. 2011

 

1

 

2,950

 

100

%

22.6

 

2,589

 

9.15

%

237

 

Dillons II

 

Mar. 2011

 

1

 

63,858

 

100

%

10.3

 

6,420

 

7.49

%

481

 

FedEx X

 

Mar. & May 2011

 

2

 

204,157

 

100

%

14.1

 

32,200

 

7.98

%

2,570

 

3M

 

Mar. 2011

 

1

 

650,760

 

100

%

9.8

 

44,800

 

7.35

%

3,294

 

Bojangles

 

Mar. 2011

 

13

 

47,865

 

100

%

11.9

 

24,789

 

8.85

%

2,193

 

Tractor Supply II

 

Mar. 2011

 

2

 

38,194

 

100

%

14.8

 

5,103

 

9.07

%

463

 

Dollar General VI

 

Apr. 2011

 

2

 

18,428

 

100

%

14.9

 

1,856

 

9.00

%

167

 

Dollar General VII

 

Apr. 2011

 

2

 

18,340

 

100

%

14.8

 

2,093

 

8.98

%

188

 

O’Reilly Auto II

 

Apr. 2011

 

1

 

8,154

 

100

%

11.6

 

1,894

 

8.92

%

169

 

Walgreens XI

 

Apr. 2011

 

1

 

14,550

 

100

%

24.0

 

4,993

 

7.35

%

367

 

DaVita Dialysis IV

 

Apr. 2011

 

1

 

6,020

 

100

%

8.4

 

2,061

 

8.88

%

183

 

Whirlpool

 

Apr. 2011

 

1

 

750,000

 

100

%

9.8

 

19,837

 

8.10

%

1,606

 

Wrangler

 

Apr. 2011

 

1

 

316,800

 

100

%

9.5

 

17,286

 

8.20

%

1,417

 

Walgreens XII

 

Apr. 2011

 

1

 

13,605

 

100

%

22.6

 

4,380

 

8.20

%

359

 

7-Eleven

 

May 2011

 

1

 

3,074

 

100

%

9.4

 

2,950

 

8.24

%

243

 

BSFS III

 

May 2011

 

1

 

7,864

 

100

%

14.5

 

2,661

 

8.53

%

227

 

Kohls II

 

May 2011

 

1

 

64,250

 

100

%

19.6

 

6,398

 

7.50

%

480

 

National Tire & Battery

 

May 2011

 

3

 

33,920

 

100

%

14.3

 

5,921

 

8.16

%

483

 

CVS VI

 

May 2011

 

1

 

13,224

 

100

%

23.7

 

9,110

 

7.21

%

657

 

BSFS IV

 

May 2011

 

3

 

22,904

 

100

%

13.4

 

8,539

 

8.60

%

734

 

 

18



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Property

 

Acquisition/
Disposal
Date

 

No. of
Buildings

 

Square
Feet

 

Ownership
Percentage

 

Remaining
Lease
Term
(1)

 

Base
Purchase
Price
(2)

 

Capitalization
Rate
(3)

 

Annualized
Rental
Income/NOI
(4)

 

FedEx XI

 

May 2011

 

1

 

125,502

 

100

%

10.7

 

39,000

 

7.94

%

3,095

 

Pep Boys

 

May 2011

 

3

 

60,140

 

100

%

12.1

 

12,951

 

8.68

%

1,124

 

Royal Ahold - Tops Market

 

May 2011

 

1

 

57,833

 

100

%

11.7

 

10,956

 

7.61

%

834

 

7-Eleven II

 

May 2011

 

1

 

2,940

 

100

%

9.5

 

2,105

 

7.55

%

159

 

General Electric

 

May 2011

 

1

 

484,348

 

100

%

7.8

 

23,688

 

7.62

%

1,806

 

Wal-Mart II

 

May 2011

 

1

 

151,925

 

100

%

7.6

 

12,415

 

8.01

%

995

 

GSA - USPS

 

May 2011

 

1

 

39,297

 

100

%

13.8

 

7,260

 

6.79

%

493

 

Walgreens XIII

 

May 2011

 

2

 

27,195

 

100

%

17.1

 

9,819

 

7.25

%

712

 

Walgreens XIV

 

Jun. 2011

 

1

 

14,820

 

100

%

21.9

 

3,986

 

7.15

%

285

 

Mrs. Bairds

 

Jun. 2011

 

2

 

30,120

 

100

%

8.2

 

3,169

 

8.36

%

265

 

Walgreens XV

 

Jun. 2011

 

1

 

14,480

 

100

%

21.9

 

4,912

 

7.13

%

350

 

O’Reilly’s III

 

Jun. 2011

 

1

 

8,160

 

100

%

11.8

 

2,000

 

8.70

%

174

 

FedEx XII

 

Jun. 2011

 

1

 

182,326

 

100

%

11.8

 

35,000

 

7.79

%

2,726

 

Walgreens XVI

 

Jun. 2011

 

6

 

52,400

 

100

%

22.7

 

51,160

 

6.63

%

3,392

 

GSA - VA Clinic (6)

 

Jun. 2011

 

1

 

10,768

 

100

%

9.6

 

3,190

 

8.31

%

265

 

BSFS V

 

Jun. 2011

 

1

 

159,797

 

100

%

10.8

 

9,040

 

8.53

%

771

 

Tractor Supply IV

 

Jun. 2011

 

1

 

19,097

 

100

%

11.9

 

1,750

 

13.94

%

244

 

O’Reilly’s IV

 

Jun. 2011

 

2

 

16,000

 

100

%

11.7

 

3,724

 

8.75

%

326

 

Trader Joe’s

 

Jun. 2011

 

1

 

31,920

 

100

%

10.5

 

5,550

 

12.16

%

675

 

Dollar General VIII

 

Jul. & Aug. 2011

 

3

 

27,152

 

100

%

14.8

 

2,850

 

8.74

%

249

 

Dollar General IX

 

Jul. 2011

 

1

 

9,348

 

100

%

14.8

 

885

 

9.04

%

80

 

GSA I (6)

 

Jul. 2011

 

1

 

10,784

 

100

%

7.4

 

6,025

 

8.28

%

499

 

Lockheed Martin

 

Jul. 2011

 

1

 

102,466

 

100

%

8.3

 

13,048

 

8.05

%

1,050

 

FedEx XIII

 

Jul. 2011

 

4

 

274,602

 

100

%

8.3

 

27,615

 

7.96

%

2,199

 

GSA II (6)

 

Aug. 2011

 

1

 

10,803

 

100

%

9.0

 

4,546

 

7.81

%

355

 

Dollar General X

 

Aug. & Sep. 2011

 

6

 

55,200

 

100

%

14.8

 

5,418

 

8.84

%

479

 

PetSmart

 

Aug. 2011

 

1

 

1,000,375

 

100

%

10.8

 

48,648

 

7.55

%

3,672

 

GSA III (6)

 

Aug. 2011

 

1

 

11,190

 

100

%

14.8

 

4,355

 

7.94

%

346

 

Verizon

 

Aug. 2011

 

1

 

40,000

 

100

%

10.2

 

12,600

 

8.27

%

1,042

 

CVS VI

 

Aug. 2011

 

1

 

11,945

 

100

%

17.4

 

2,805

 

7.45

%

209

 

Renal Advantage

 

Aug. 2011

 

9

 

74,457

 

100

%

11.8

 

19,010

 

9.65

%

1,834

 

GSA IV (6)

 

Aug. 2011

 

1

 

23,485

 

100

%

9.6

 

7,424

 

8.45

%

627

 

Lowes II

 

Aug. 2011

 

1

 

135,197

 

100

%

9.4

 

15,000

 

7.33

%

1,099

 

GSA V (6)

 

Aug. 2011

 

1

 

64,455

 

100

%

7.3

 

7,250

 

8.08

%

586

 

CVS VII

 

Sep. 2011

 

1

 

10,885

 

100

%

10.4

 

2,820

 

8.19

%

231

 

Sealy

 

Sep. 2011

 

1

 

257,000

 

100

%

12.2

 

17,944

 

8.95

%

1,606

 

GSA VI (6)

 

Sep. 2011

 

1

 

34,285

 

100

%

14.8

 

8,590

 

8.07

%

693

 

GSA VII (6)

 

Sep. 2011

 

1

 

25,508

 

100

%

14.8

 

6,642

 

8.60

%

571

 

GSA VIII (6)

 

Oct. 2011

 

1

 

29,150

 

100

%

9.3

 

4,775

 

8.06

%

385

 

GSA IX (6)

 

Oct. 2011

 

1

 

17,626

 

100

%

9.8

 

6,750

 

8.22

%

555

 

GSA X (6)

 

Oct. 2011

 

1

 

43,596

 

100

%

11.8

 

13,000

 

7.75

%

1,007

 

Reliant Rehab

 

Oct. 2011

 

1

 

65,141

 

100

%

18.8

 

32,300

 

10.28

%

3,322

 

ConAgra

 

Oct. 2011

 

1

 

65,000

 

100

%

13.6

 

20,000

 

8.24

%

1,648

 

GSA XI (6)

 

Oct. 2011

 

1

 

30,762

 

100

%

14.5

 

9,000

 

7.99

%

719

 

Dollar General XI

 

Oct. 2011

 

2

 

18,225

 

100

%

14.7

 

1,926

 

8.31

%

160

 

Dollar General XII

 

Oct., Nov. & Dec. 2011

 

42

 

387,104

 

100

%

14.4

 

43,004

 

8.23

%

3,539

 

Whirlpool II

 

Nov. 2011

 

1

 

700,350

 

100

%

9.8

 

23,148

 

7.50

%

1,736

 

Dollar General XIII

 

Nov. 2011

 

1

 

9,234

 

100

%

14.7

 

932

 

8.80

%

82

 

Fed Ex XIV

 

Nov. 2011

 

1

 

81,612

 

100

%

10.3

 

4,592

 

9.49

%

436

 

 

19



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Property

 

Acquisition/
Disposal
Date

 

No. of
Buildings

 

Square
Feet

 

Ownership
Percentage

 

Remaining
Lease
Term
(1)

 

Base
Purchase
Price
(2)

 

Capitalization
Rate
(3)

 

Annualized
Rental
Income/NOI
(4)

 

Fed Ex XV

 

Nov. 2011

 

1

 

252,505

 

100

%

15

 

56,000

 

7.49

%

4,194

 

Fed Ex XVI

 

Nov. 2011

 

1

 

194,262

 

100

%

10

 

20,000

 

7.60

%

1,520

 

AutoZone II

 

Nov. 2011

 

1

 

6,816

 

100

%

14.4

 

1,325

 

7.62

%

101

 

Aaron’s

 

Dec. 2011

 

18

 

214,739

 

100

%

10.8

 

25,806

 

7.41

%

2,184

 

GSA XII (6)

 

Dec. 2011

 

1

 

67,217

 

100

%

7.3

 

9,520

 

8.81

%

839

 

Danfoss

 

Dec. 2011

 

1

 

99,823

 

100

%

9.8

 

7,487

 

8.78

%

657

 

DaVita Dialysis V

 

Dec. 2011

 

1

 

6,502

 

100

%

10.9

 

3,360

 

9.14

%

307

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposition for the year ended Dec. 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PNC

 

January 2011

 

(1

)

(1,992

)

100

%

(7.9

)

(680

)

6.91

%

(47

)

Total

 

 

 

482

 

15,514,727

 

 

 

13.5

 

$

2,110,738

 

8.16

%

$

172,150

 

Annualized average rental income per square foot

 

 

 

 

 

$

11.10

 

 

 

 

 

 

 

 

 

 

 

Other investments (7)

 

 

 

 

 

 

 

 

 

 

 

29,625

 

 

 

 

 

Total investment portfolio

 

 

 

 

 

 

 

 

 

 

 

$

2,140,363

 

 

 

 

 

 


(1)

Remaining lease term as of December 31, 2011, in years. If the portfolio has multiple locations with varying lease expirations, remaining lease term is calculated on a weighted-average basis. Total remaining lease term is an average of the remaining lease term of the total portfolio.

 

 

(2)

Contract purchase price excluding acquisition and transaction-related costs. Acquisition and transaction-related costs include legal costs, acquisition fees paid to the Advisor and closing costs on the property.

 

 

(3)

Annualized rental income on a straight-line basis or annualized net operating income (“NOI”) as applicable, divided by base purchase price. Total capitalization rate is an average of the capitalization rate of the total portfolio.

 

 

(4)

Annualized rental income/NOI for net leases is projected 2012 rental income on a straight-line basis for properties held as of December 31, 2011, which includes the effect of tenant concessions such as free rent, as applicable. For modified gross leased properties amount is rental income on a straight-line basis as of December 31, 2011, which includes the effect of tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses.

 

 

(5)

Property is a parcel of land with a ground lease which contains a building that will be conveyed to the Company at the end of the ground lease. Square footage and number of buildings refers to the building that is constructed on the parcel of land.

 

 

(6)

Lease on the property is a modified gross lease. As such, annualized rental income/NOI for this property is rental income on a straight-line basis as of December 31, 2011, which includes the effect of tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses.

 

 

(7)

Includes a $12.0 million investment in a joint venture and a $17.6 million investment in the common stock of certain publicly traded real estate investment trusts.

 

20



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Future Lease Payments

 

The following table presents future minimum base rental cash payments due to the Company subsequent to December 31, 2011. These amounts exclude contingent rentals that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items (amounts in thousands):

 

Year

 

Future Minimum
Base Rent Payments

 

2012

 

$

167,731

 

2013

 

169,049

 

2014

 

171,379

 

2015

 

172,379

 

2016

 

172,385

 

Thereafter

 

1,485,625

 

Total

 

$

2,338,548

 

 

Tenant Concentration

 

The following table lists tenants whose annualized rental income on a straight-line basis or NOI represented greater than 10% of consolidated annualized rental income as of December 31, 2011, 2010, and 2009:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

FedEx

 

17

%

17

%

14

%

Walgreens

 

10

%

10

%

*

 

CVS

 

*

 

13

%

11

%

PNC

 

*

 

*

 

25

%

First Niagara

 

*

 

*

 

21

%

Rockland Trust

 

*

 

*

 

17

%

Rite Aid

 

*

 

*

 

10

%

 


*

Tenant’s annualized rental income on a straight-line basis or NOI was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified.

 

The termination, delinquency or non-renewal of one of the above tenants may have a material adverse effect on revenues.  No other tenant represented more than 10% of the annualized rental income for the periods presented.

 

21



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Geographic Concentration

 

The following table lists the states where we have concentrations of properties whose annualized rental income on a straight-line basis or NOI represented greater than 10% of consolidated annualized rental income as of December 31, 2011, 2010, and 2009:

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

New York

 

12

%

*

 

*

 

California

 

*

 

11

%

*

 

Pennsylvania

 

*

 

*

 

21

%

Texas

 

*

 

*

 

14

%

 


*

Annualized rental income on a straight-line basis or NOI from properties located in this state was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified.

 

No other state had properties that in total represented more than 10% of the annualized rental income for the periods presented.

 

Note 4 — Investment Securities

 

At December 31, 2011, the Company had investments in common stock with a fair value of $17.3 million. These investments are accounted for as available-for-sale investments and therefore increases or decreases in the fair value of these investments are recorded in other comprehensive income as a component of equity on the balance sheet unless the securities are considered to be permanently impaired at which time the losses would be reclassified to expense.

 

The following table details the unrealized gains and losses on investment securities as of December 31, 2011 (in thousands):

 

 

 

Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair Value

 

Common stock

 

$

17,625

 

$

246

 

$

(596

)

$

17,275

 

 

All unrealized losses had a holding period of less than four months. No available for sale investments were held at December 31, 2010.

 

Note 5 — Revolving Credit Facilities

 

In August 2011, the Company obtained a revolving credit facility with RBS Citizens, N.A. and a syndicate of financial institutions (“RBS Facility”) for an aggregate maximum principal amount of $115.0 million. The facility has an accordion feature that allows it to be increased up to a maximum of $230.0 million under certain conditions and the Company intends to increase the facility to this maximum. The proceeds of loans made under the credit agreement may be used to finance the acquisition of net leased, investment or non-investment grade occupied properties or general corporate purposes. Up to $15.0 million of the facility is available for letter of credits. The initial term of the credit agreement is 36 months.

 

Any loan made under the RBS Facility shall bear floating interest at per annum rates equal to the one month London Interbank Offered Rate (“LIBOR”) plus 2.05% to 2.85% depending on the Company’s loan to value ratio as specified in the agreement. In the event of a default, RBS has the right to terminate its obligations under the credit agreement, including the funding of future loans, and to accelerate the payment on any unpaid principal amount of all outstanding loans. The revolving credit facility requires a fee of 0.15% on the unused balance if amounts outstanding under the facility are 50% or more of the total facility amount and 0.25% on the unused balance if amounts outstanding under the facility are 50% or less of the total facility amount.  As of December 31, 2011, there was $10.0 million outstanding on this facility. In addition, the Company had a letter of credit in the amount of $0.4 million under this facility at December 31, 2011.

 

22



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

At December 31, 2011 and 2010, the Company had available a $10.0 million revolving unsecured line of credit bridge facility with an affiliated entity. There were no amounts outstanding under this facility at December 31, 2011 or December 31, 2010. There are no unused borrowing fees associated with this facility.

 

The RBS Facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth.  As of December 31, 2011, the Company was in compliance with the debt covenants under the RBS Facility agreement.

 

In July 2010, the Company obtained a secured revolving credit facility with Capital One, N.A. (“Capital One”) for an aggregate maximum principal amount of $30.0 million. The proceeds of loans made under the credit agreement could be used to finance the acquisition of net leased, investment or non-investment grade occupied properties. The initial term of the credit agreement was 30 months. The agreement was terminated in August 2011 when the Company obtained the RBS Facility.

 

In August 2010, the Company obtained a secured revolving credit facility with U.S. Bank, N.A. (“U.S. Bank”) for an aggregate maximum principal amount of $20.0 million, which subsequently increased to $30.0 million.  The initial term of the credit agreement was 24 months. The credit agreement was unused and was terminated in August 2011 when the Company obtained the RBS Facility.

 

There were no amounts outstanding on the Capital One or U.S. Bank lines of credit as of December 31, 2010.

 

Note 6 — Mortgage Notes Payable

 

The Company’s mortgage notes payable consist of the following (dollar amounts in thousands):

 

 

 

Encumbered
Properties

 

Outstanding
Loan Amount

 

Weighted Average
Effective Interest
Rate
(1)

 

Weighted
Average
Maturity
(2)

 

December 31, 2011

 

254

 

$

673,978

 

5.27

%

5.21

 

December 31, 2010

 

196

 

$

372,755

 

5.73

%

6.15

 

 


(1)

Mortgage notes payable have fixed rates or rates that are fixed through the use of interest rate hedging instruments. Effective interest rates range from 4.09% to 6.97% at December 31, 2011 and 4.36% to 6.97% at December 31, 2010.

 

 

(2)

Weighted average remaining years until maturity as of the periods presented.

 

The following table summarizes the scheduled aggregate principal repayments subsequent to December 31, 2011 (amounts in thousands):

 

Year

 

Total

 

2012

 

$

3,308

 

2013

 

59,196

 

2014

 

33,749

 

2015

 

119,807

 

2016

 

283,768

 

Thereafter

 

174,150

 

Total

 

$

673,978

 

 

23



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

The Company’s sources of recourse financing generally require financial covenants, including restrictions on corporate guarantees, the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of December 31, 2011, the Company was in compliance with the debt covenants under the mortgage loan agreements.

 

The balances of two mortgage notes payable in the aggregate amount of $34.0 million were prepaid for the entire remaining balance in December 2011. In connection with these early payoffs, $0.3 million of unamortized deferred financing costs and $0.4 million of prepayment penalties were charged to interest expense.

 

Note 7 — Long-Term Notes Payable

 

As of December 31, 2010, the Company had $12.8 million of outstanding long-term notes payable (the “Notes”) from a private placement pursuant to Rule 506 of Regulation D promulgated under the Securities Act. The proceeds of the private placement were used to repay outstanding short-term bridge equity fund draws.

 

The Notes bore interest at 9.0% annually, provided that the interest rate would be adjusted to 9.57% annually for Notes on which the Company did not incur a selling commission. The Company paid interest-only monthly payments to subscribers of the Notes. The balances of the Notes were repaid in full in May 2011. In connection with this payoff, $0.7 million of unamortized deferred financing costs were charged to interest expense.

 

Note 8 — Fair Value of Financial Instruments

 

The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:

 

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

 

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

 

Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

 

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.

 

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2011 and December 31, 2010, 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.

 

24



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments, are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

 

The Company has common stock investments which are traded on a national exchange and therefore, due to the availability of quoted market prices in active markets, classified these investments as Level 1 in the fair value hierarchy.

 

The following table presents information about the Company’s assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of December 31, 2011 and December 31, 2010, aggregated by the level in the fair value hierarchy within which those instruments fall (amounts in thousands):

 

 

 

Quoted Prices in
Active Markets
Level 1

 

Significant
Other Observable
Inputs
Level 2

 

Significant
Unobservable
Inputs
Level 3

 

Total

 

December 31, 2011

 

 

 

 

 

 

 

 

 

Common stock

 

$

17,275

 

$

 

$

 

$

17,275

 

Interest rate swap and collar derivatives, net

 

$

 

$

8,602

 

$

 

$

8,602

 

December 31, 2010

 

 

 

 

 

 

 

 

 

Interest rate swap and collar derivatives, net

 

$

 

$

5,214

 

$

 

$

5,214

 

 

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, other receivables, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheet due to their short-term nature. The fair value of mortgage notes payable are obtained by calculating the present value at current market rates.

 

The fair values of the Company’s financial instruments that are not reported at fair value on the consolidated balance sheet are reported below (amounts in thousands):

 

 

 

Carrying Amount at

 

Fair Value at

 

Carrying Amount at

 

Fair Value at

 

 

 

December 31,
2011 
(1)

 

December 31,
2011

 

December 31,
2010 
(1)

 

December 31,
2010

 

Mortgage notes payable

 

$

674,657

 

$

687,481

 

$

373,918

 

$

388,984

 

Other long-term notes payable

 

$

 

$

 

$

12,790

 

$

12,790

 

Revolving credit facility

 

$

10,000

 

$

10,000

 

$

 

$

 

 


(1)             Carrying amount includes premiums and discounts on mortgage notes payable.

 

Note 9 — Derivatives and Hedging Activities

 

Risk Management Objective of Using Derivatives

 

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial

 

25



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

 

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheets as of December 31, 2011 and 2010 (amounts in thousands):

 

 

 

Balance Sheet Location

 

December 31, 2011

 

December 31, 2010

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

Interest Rate Collar and Swaps

 

Derivatives, at fair value

 

$

(7,702

)

$

(3,828

)

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

Interest Rate Collar

 

Derivatives, at fair value

 

$

(900

)

$

(1,386

)

 

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $2.2 million will be reclassified from other comprehensive income as an increase to interest expense.

 

Derivatives Designated as Hedging Instruments

 

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract.

 

Derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.

 

As of December 31, 2011, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands):

 

Interest Rate Derivative

 

Number of
Instruments

 

Notional Amount

 

Interest Rate Swaps

 

10

 

$

106,348

 

Interest Rate Collar

 

1

 

4,115

 

 

As of December 31, 2010, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands):

 

Interest Rate Derivative

 

Number of
Instruments

 

Notional Amount

 

Interest Rate Swaps

 

4

 

$

63,532

 

Interest Rate Collar

 

1

 

4,115

 

 

26



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2011, 2010 and 2009 (amounts in thousands):

 

 

 

December 31,

 

 

 

2011

 

2010

 

2009

 

Amount of loss recognized in accumulated other comprehensive income as interest rate derivatives (effective portion)

 

$

(2,964

)

$

(4,186

)

$

(938

)

Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion)

 

$

(2,137

)

$

(2,045

)

$

(1,218

)

Amount of gain (loss) recognized in income on derivative as loss on derivative instruments (ineffective portion and amount excluded from effectiveness testing) (1)

 

$

(111

)

$

(40

)

$

 

 


(1)

Excludes $3.2 million that was recognized as a loss on derivative instruments for the year ended December 31, 2011 for interest rate swap agreements that were entered into at an above market rate in conjunction with entering into a series of rate lock agreements on forecasted mortgages. Once the mortgages closed, the swap agreements qualified as hedging instruments, however the portion of the forecasted change in fair value related to the above market rate of the swaps was excluded from the effectiveness testing and was expensed.

 

Derivatives Not Designated as Hedging Instruments

 

Derivatives not designated as hedges are not speculative. These derivatives are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements to be classified as hedging instruments. The Company has one interest rate collar contract outstanding, with an aggregate notional amount of $22.7 million and $23.2 million at December 31, 2011 and 2010, respectively, with an established ceiling and floor for the underlying variable rate at 4.125% and 3.54%, respectively. This contract was not able to be designated as a hedging instrument as it does not qualify for hedge accounting based on the results of the net written option test. As such, all changes in the fair value of the interest rate collar have been included in the Company’s statements of operations for the years ended December 31, 2011 and 2010.

 

The table below details the amount and location in the financial statements of the gain or loss recognized on derivatives not designated as hedging instruments for the years ended December 31, 2011, 2010 and 2009 (amounts in thousands):

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

Location of Gain or (Loss) Recognized in Income on Derivative:

 

 

 

 

 

 

 

Interest expense

 

$

(770

)

$

(776

)

$

(787

)

Gains (losses) on derivative instruments

 

487

 

(267

)

293

 

Total

 

$

(283

)

$

(1,043

)

$

(494

)

 

Credit-risk-related Contingent Features

 

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

 

As of December 31, 2011, the fair value of derivatives in a net liability position related to these agreements was $8.6 million. As of December 31, 2011, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $9.1 million at December 31, 2011.

 

27



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Note 10 — Commitments and Contingencies

 

Litigation

 

In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company.

 

Environmental Matters

 

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and the Company is not aware of any other environmental condition that it believes will have a material adverse effect on the consolidated results of operations.

 

Note 11 — Related Party Transactions and Arrangements

 

Fees Paid in Connection with Common Stock Offering

 

The Company’s affiliated Dealer Manager receives selling commissions of 7% of the gross offering proceeds from the sale of the Company’s common stock (as well as sales of long-term notes and exchange transactions) before reallowance of commissions earned by participating broker-dealers. The Dealer Manager re-allows 100% of commissions earned to participating broker-dealers. In addition, the Dealer Manager receives dealer manager fees of 3% of the gross offering proceeds before reallowance to participating broker-dealers. No selling commissions or dealer-manager fees are paid to the Dealer Manager with respect to shares sold under the DRIP. The Company incurred total commissions to the Dealer Manager of $114.8 million, $41.0 million and $12.3 million during the years ended December 31, 2011, 2010 and 2009, respectively.

 

The Company will reimburse the Advisor up to 1.5% of its gross offering proceeds. The following table details the results of such activities related to organizational and offering costs reimbursed to the Advisor (amounts in thousands):

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

Organizational and offering expense reimbursements

 

$

5,949

 

$

4,378

 

$

5,617

 

 

At December 31, 2010, the Company had a payable to the Dealer Manager and the Advisor of $0.4 million, respectively, for commissions and reimbursements of expenses. At December 31, 2011, there were no amounts owed to the Dealer Manager or Advisor for offering costs or dealer manager fees.

 

The Company issued all shares authorized under its IPO and closed the offering on July 18, 2011.  Common shares of the Company will continue to be issued under the DRIP.

 

Fees Paid in Connection With the Operations of the Company

 

The Advisor receives an acquisition fee of 1.0% of the contract purchase price of each acquired property and is reimbursed for acquisition costs incurred in the process of acquiring properties, expected to approximate 0.5% of the contract purchase price. In no event will the total of all acquisition and advisory fees and acquisition expenses payable with respect to a particular investment exceed 4% of the contract purchase price.

 

28



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

The Company will pay the Advisor a yearly fee of up to 1% of the contract purchase price of each property based on assets held by the Company on the measurement date, adjusted for appropriate closing dates for individual property acquisitions. On June 7, 2011, the Company and the Advisor agreed to modify the timing of the payment of asset management fees by the Company to the Advisor such that the Company shall pay to the Advisor asset management fees on a current basis, and shall no longer pre-pay those fees beyond the subsequent month’s fees, as was allowed under the previous arrangement. In addition, such asset management fees shall be payable, at the discretion of the Company’s Board subject to the Advisor’s approval, on a prospective basis, in cash, common stock or restricted stock grants, or any combination thereof. See Note 13 — Share-Based Compensation, for additional information of limitations on the issuance of restricted shares to the Advisor.

 

For the management and leasing of its properties, the Company will pay to an affiliate of its Advisor a property management fee of (a) 2% of gross revenues from its single tenant properties and (b) 4% of gross revenues from its multi-tenant properties, plus, in each case, market-based leasing commissions applicable to the geographic location of the property. The Company also will reimburse the affiliate costs of managing the properties. The affiliate may also receive a fee for the initial leasing of newly constructed properties, which would generally equal one month’s rent. In the unlikely event that the affiliate assists a tenant with tenant improvements, a separate fee may be charged to, and payable by the Company. This fee will not exceed 5% of the cost of the tenant improvements. The aggregate of all property management and leasing fees paid to its affiliates plus all payments to third parties for such fees will not exceed the amount that other nonaffiliated management and leasing companies generally charge for similar services in the same geographic location as determined by a survey of brokers and agents in such area. No such fees were incurred or paid for the years ended December 31, 2011, 2010 or 2009.

 

The Company may reimburse its Advisor’s costs of providing administrative services, subject to the limitation that it will not reimburse its Advisor for any amount by which its operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2% of average invested assets, or (b) 25% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. No such fees were incurred or paid for the years ended December 31, 2011, 2010 or 2009.

 

If the Company’s Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains, and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company will pay the Advisor a financing coordination fee equal to 1% of the amount available and/or outstanding under such financing, subject to certain limitations.

 

The following tables detail amounts paid and reimbursed to affiliates as well as amounts contractually due to the Advisor which were forgiven in connection with the operations related services described above (amounts in thousands):

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

Paid

 

Forgiven

 

Paid

 

Forgiven

 

Paid

 

Forgiven

 

One-time fees:

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition fees and related cost reimbursements

 

$

20,838

 

$

 

$

9,167

 

$

 

$

1,690

 

$

 

Financing coordination fees and related cost reimbursements

 

4,567

 

 

2,679

 

 

880

 

 

Other expense reimbursements

 

403

 

 

374

 

 

 

 

On-going fees:

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset management fees(1)

 

5,572

 

9,658

 

1,350

 

4,015

 

145

 

1,779

 

Property management and leasing fees

 

 

2,361

 

 

833

 

 

300

 

Total operational fees and reimbursements

 

$

31,380

 

$

12,019

 

$

13,570

 

$

4,848

 

$

2,715

 

$

2,079

 

 


(1)

The Company’s Board of Directors, subject to the Advisor’s approval, on a prospective basis, may elect to pay an equivalent amount of the cash fees forgiven in unvested performance based restricted shares. The Company will record expense for such shares if the Board of Directors approves the issuance.

 

29



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

As of December 31, 2010, $4.4 million of asset management fees were prepaid to the Advisor in accordance with the terms of the Advisory Agreement.  The Advisory Agreement provided for two quarters of fees to be paid in advance by the Company.  On June 7, 2011, the Company and the Advisor modified the provisions of the Advisory Agreement with respect to the timing of asset management fees payments such that the Company will pay the Advisor asset management fees on a current basis. As of December 31, 2011, the Company funded asset management fees of $1.8 million relating to January 2012, as required by the modified provisions of the Advisory Agreement.

 

Fees Paid in Connection with the Liquidation or Listing of the Company’s Real Estate Assets

 

The Company will pay a brokerage commission on the sale of property, not to exceed the lesser of one-half of reasonable, customary and competitive real estate commission or 3% of the contract price for property sold (inclusive of any commission paid to outside brokers), in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale.

 

The Company will pay a subordinated participation in the net proceeds of the sale of real estate assets of 15% of remaining net proceeds after return of capital contributions plus payment to investors of a 6% cumulative, non-compounded return on the capital contributed by investors. The Company cannot assure that it will provide this 6% return but the Advisor will not be entitled to the subordinated participation in net sale proceeds unless its investors have received a 6% cumulative non-compounded return on their capital contributions. No such fees were incurred or paid for the years December 31, 2011, 2010 or 2009.

 

The Company will pay a subordinated incentive listing fee of 15% of the amount by which the adjusted market value of real estate assets plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6% cumulative, non-compounded annual return to investors. The Company cannot assure that it will provide this 6% return but the Advisor will not be entitled to the subordinated incentive listing fee unless its investors have received a 6% cumulative non-compounded return on their capital contributions. No such fees were incurred or paid for the years ended December 31, 2011, 2010 or 2009.

 

The following table details amounts paid to affiliates in connection with the sale of property (amounts in thousands):

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

Real estate commissions

 

$

19

 

$

26

 

$

 

 

Financing

 

The OP entered into an agreement with the principals of the Advisor whereby the OP can obtain up to $10.0 million of bridge equity from the principals from time to time as needed to provide short-term bridge equity for property acquisitions or for general working capital purposes. Such bridge equity advances need to be satisfied within a one year period and will accrue a yield of 8%. There were no amounts outstanding under this facility as of December 31, 2011, 2010 and 2009. There was no interest expense for this facility during the years December 31, 2011, 2010 or 2009.

 

The Company has a $0.4 million letter of credit from its revolving credit facility. This letter of credit was used as a security deposit on rented office space for the Advisor.

 

Common Stock Investment

 

In December 31, 2011, the Company purchased 0.3 million shares of common stock in an initial public offering of an affiliated public company, valued at $2.9 million at December 31, 2011. The aggregate fair value of all investment securities owned by the Company was $17.3 million at December 31, 2011.

 

Investment in Unconsolidated Joint Venture

 

In December 2010, the Company entered into a joint venture agreement with an affiliate and an unrelated third party investor to invest in a portfolio of five retail condominium units. The Company’s initial investment in this joint venture was $12.0 million and a 1.0% fee was paid to the Company by the affiliate. For the year ended December 31, 2011, the Company’s

 

30



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

share of the net profit on the property was $0.1 million. In addition, the Company received cash distributions of $0.8 million for the year ended December 31, 2011. No fees were paid to the Advisor in connection with this agreement.

 

Note 12 — Economic Dependency

 

Under various agreements, the Company has engaged or will engage the Advisor and 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 issue, 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 the Advisor and its affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services.

 

Note 13 — Share-Based Compensation

 

Stock Option Plan

 

The Company has a stock option plan (the “Plan”), which authorizes the grant of nonqualified stock options to the Company’s independent directors, subject to the absolute discretion of the Board of Directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan was fixed at $10.00 per share until the termination of the Company’s IPO, and thereafter the exercise price for stock options granted to its independent directors will be equal to the fair market value of a share on the last business day preceding the annual meeting of stockholders. As of December 31, 2011 and 2010, the Company had granted options to purchase 27,000 shares at $10.00 per share, each with a two year vesting period and an expiration of 10 years. A total of 1.0 million shares have been authorized and reserved for issuance under the Plan.

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. During the years ended December 31, 2011, 2010 and 2009, no options were forfeited or were exercised, and 9,000, 9,000 and 0 shares became vested, respectively. As of December 31, 2011 and 2010, unvested options to purchase 9,000 and 18,000 shares, respectively, at $10.00 per share remained outstanding with a weighted average contractual remaining life of 7.3 and 8.3 years, respectively. The total compensation charge relating to these option grants was immaterial.

 

Restricted Share Plan

 

On January 22, 2010, the Board of Directors adopted an employee and director incentive restricted share plan (the “RSP”). The RSP provides for the automatic grant of 3,000 restricted shares of common stock to each of the independent directors, without any further action by the Company’s Board of Directors or the stockholders, on the date of each annual stockholder’s meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20% annually. The employee and director incentive restricted share plan provides the Company with the ability to grant awards of restricted shares to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain of its consultants and certain consultants to the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares reserved for issuance under the RSP is equal to 1.0% of its authorized shares.

 

In April 2011, the Board of Directors approved the modification of the RSP to provide that, for as long as the Company remains a non-traded REIT, the aggregate value of the asset management fees paid by the Company over the life of the offering plus the value of all restricted shares issued by the Company pursuant to its RSP cannot exceed 1% of the contract purchase price of all the properties based on assets held by the Company on the measurement date, adjusted for appropriate closing dates for individual property acquisitions. For purposes of this calculation, the value of the restricted stock granted to the Advisor and its employees will be the value of the Company’s common stock on the date of such grant.

 

31



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Restricted share awards entitle the recipient to common shares from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Shares issued under the RSP vest immediately upon a change of control of the Company or sale of the Company’s assets. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in common shares shall be subject to the same restrictions as the underlying restricted shares. As of December 31, 2011 and 2010, 18,000 and 9,000 shares, respectively, had been issued to independent directors under this plan at a fair value of $10.00 per share. The fair value of the shares are being expensed ratably over the five-year vesting period.

 

In June 2010, the Company’s independent directors approved and authorized the issuance of up to 1.5 million common restricted shares to the Advisor equaling 1% of authorized shares under the primary offering, subject to certain terms and conditions. Of the total shares granted, 50% vest over a five year period and the remaining 50% vest only to the extent the Company’s net asset value plus distributions paid to stockholders equals 106% of the original selling price of the Company’s common stock.

 

Compensation expense for restricted shares of $1.5 million and $0.4 million was recorded for the years ended December 31, 2011 and 2010. There were no restricted shares outstanding at December 31, 2009.

 

Note 14 — Net Loss Per Share

 

The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2011, 2010 and 2009 (in thousands, except share and per share amounts):

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

Net loss attributable to stockholders

 

$

(25,076

)

$

(9,833

)

$

(4,266

)

Less: distributions paid on unvested restricted stock

 

(1,024

)

(299

)

 

 

 

$

(26,100

)

$

(10,132

)

$

(4,266

)

Weighted average common shares outstanding

 

133,730,159

 

32,539,393

 

5,768,761

 

Net loss per share attributable to stockholders, basic and diluted

 

$

(0.20

)

$

(0.31

)

$

(0.74

)

 

As of December 31, 2011, 27,000 stock options and 1.5 million restricted shares were outstanding; as of December 31, 2010, 27,000 stock options and 1.4 million restricted shares were outstanding. These items were not included in the calculation of diluted earnings per share since the effect of their inclusion would have been anti-dilutive.

 

Note 15 — Non-controlling Interests

 

The Company has investment arrangements with unaffiliated third parties whereby the investor receives an ownership interest in the property and is entitled to receive a proportionate share of the net operating cash flow derived from the property. Upon disposition of the property, the investor will receive a proportionate share of the net proceeds from the sale of the property. The investor has no recourse to any other assets of the Company. Due to the nature of the Company’s involvement with each of the arrangements described below and the significance of its investment in relation to the investment of the other interest holders, the Company has determined that it is the primary beneficiary in each of these arrangements and therefore the entities related to these arrangements are consolidated within the Company’s financial statements.

 

32



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

The following table summarizes the activity related to investment arrangements with unaffiliated third parties (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

Total
Liabilities

 

Distributions

 

Property/
Portfolio
Name

 

No. of
Buildings

 

Investment
Date

 

Net
Investment
Amount

 

Third Party
Ownership
Percentage

 

Subject to
Investment
Agreement

 

Subject to
Investment
Agreement

 

Year Ended
December 31,
2011

 

Year Ended
December 31,
2010

 

Year Ended
December 31,
2009

 

Walgreens

 

1

 

Jul. 2009

 

$

1,068

 

44

%

$

3,474

 

$

1,550

 

$

(80

)

$

(80

)

$

(37

)

FedEx/PNC Bank

 

2

 

Jul. 2009 to Jan. 2010

 

2,002

 

49

%

11,303

 

8,917

 

(167

)

(167

)

(52

)

PNC Bank

 

1

 

Sep. 2009

 

444

 

35

%

3,316

 

2,306

 

(35

)

(35

)

(11

)

CVS

 

3

 

Jan. 2010 to Mar. 2010

 

2,577

 

49

%

10,636

 

6,670

 

(195

)

(178

)

 

Rickett Benckiser

 

1

 

Feb. 2010

 

2,400

 

15

%

28,367

 

14,709

 

(210

)

(169

)

 

FedEx III

 

1

 

Apr. 2010

 

3,000

 

15

%

31,294

 

15,000

 

(256

)

(156

)

 

BSFS

 

6

 

Jun. 2010 to Sep. 2010

 

6,468

 

49

%

11,993

 

 

(512

)

(201

)

 

Brown Shoe/Payless

 

2

 

Oct. 2010

 

6,000

 

9

%

65,196

 

28,200

 

(540

)

(81

)

 

Jared Jewelry

 

1

 

May 2010

 

500

 

25

%

1,578

 

 

(41

)

 

 

Total

 

18

 

 

 

$

24,459

 

 

 

$

167,157

 

$

77,352

 

$

(2,036

)

$

(1,067

)

$

(100

)

 

33



 

AMERICAN REALTY CAPITAL TRUST, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Note 16 — Quarterly Results (Unaudited)

 

Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2011, 2010 and 2009 (in thousands, except per share amounts):

 

 

 

Quarters Ended

 

 

 

March 31,
2011

 

June 30,
2011

 

September 30,
2011

 

December 31,
2011

 

Rental revenue

 

$

20,718

 

$

28,054

 

$

34,943

 

$

41,136

 

Net loss

 

$

(4,520

)

$

(9,517

)

$

(5,661

)

$

(5,378

)

Weighted average shares outstanding

 

72,741

 

110,777

 

173,087

 

176,740

 

Basic and diluted loss attributable to stockholders per share

 

$

(0.07

)

$

(0.09

)

$

(0.03

)

$

(0.03

)

 

 

 

Quarters Ended

 

 

 

March 31,
2010

 

June 30,
2010

 

September 30,
2010

 

December 31,
2010

 

Rental revenue

 

$

7,428

 

$

9,382

 

$

11,928

 

$

16,035

 

Net loss

 

$

(389

)

$

(992

)

$

(74

)

$

(8,378

)

Weighted average shares outstanding

 

17,845

 

25,165

 

36,122

 

51,402

 

Basic and diluted loss attributable to stockholders per share

 

$

(0.02

)

$

(0.04

)

$

 

$

(0.17

)

 

 

 

Quarters Ended

 

 

 

March 31,
2009

 

June 30,
2009

 

September 30,
2009

 

December 31,
2009

 

Rental revenue

 

$

2,926

 

$

2,935

 

$

3,774

 

$

5,319

 

Net loss

 

$

(1,339

)

$

(673

)

$

(1,484

)

$

(770

)

Weighted average shares outstanding

 

1,527

 

3,151

 

6,639

 

11,637

 

Basic and diluted loss attributable to stockholders per share

 

$

(0.88

)

$

(0.21

)

$

(0.22

)

$

(0.07

)

 

Note 17— Subsequent Events

 

The Company has evaluated subsequent events through the filing of this Form 10-K, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

 

34


 


 

Real Estate and Accumulated Depreciation

Schedule III

December 31, 2011

(in thousands)

 

 

 

 

 

 

 

 

 

Initial Costs

 

 

 

Gross Amount

 

 

 

Property

 

City

 

State

 

Encumbrances at
December 31,
2011

 

Land

 

Buildings
and
Fixtures

 

Adjustment
to Basis

 

Carried at
December 31,
2011

 

Accumulated
Depreciation

 

7-Eleven

 

Mount Dora

 

FL

 

$

 

$

1,475

 

$

1,207

 

$

 

$

2,681

 

$

45

 

7-Eleven Bradenton

 

Bradenton

 

FL

 

 

959

 

959

 

 

1,918

 

31

 

3M

 

DeKalb

 

IL

 

20,500

 

5,982

 

33,896

 

 

39,878

 

1,551

 

Aaron’s

 

Asheboro

 

NC

 

 

244

 

976

 

 

1,220

 

5

 

Aaron’s

 

Ashtabula

 

OH

 

 

60

 

1,142

 

 

1,202

 

5

 

Aaron’s

 

Bay City

 

MI

 

 

281

 

1,124

 

 

1,405

 

5

 

Aaron’s

 

Cortlandville

 

NY

 

 

187

 

1,062

 

 

1,249

 

5

 

Aaron’s

 

Cranberry

 

PA

 

 

233

 

933

 

 

1,167

 

4

 

Aaron’s

 

Grand Island

 

NE

 

 

446

 

1,041

 

 

1,487

 

5

 

Aaron’s

 

Hudson

 

FL

 

 

390

 

910

 

 

1,300

 

4

 

Aaron’s

 

Kettering

 

OH

 

 

162

 

920

 

 

1,082

 

4

 

Aaron’s

 

Murrells Inlet

 

SC

 

 

253

 

760

 

 

1,013

 

4

 

Aaron’s

 

Oneonta

 

NY

 

 

170

 

961

 

 

1,130

 

4

 

Aaron’s

 

Palm Harbor

 

FL

 

 

478

 

717

 

 

1,195

 

3

 

Aaron’s

 

Pensacola

 

FL

 

 

243

 

971

 

 

1,214

 

5

 

Aaron’s

 

Piqua

 

OH

 

 

254

 

1,017

 

 

1,271

 

5

 

Aaron’s

 

Pueblo

 

CO

 

 

183

 

1,034

 

 

1,217

 

5

 

Aaron’s

 

Ridgeland

 

MS

 

 

203

 

811

 

 

1,014

 

4

 

Aaron’s

 

Rotterdam

 

NY

 

 

59

 

1,129

 

 

1,189

 

5

 

Aaron’s

 

Spring Hill

 

FL

 

 

531

 

649

 

 

1,181

 

3

 

Aaron’s

 

Victoria

 

TX

 

 

305

 

711

 

 

1,016

 

3

 

Advance Auto

 

Plainfield

 

MI

 

 

(1)

230

 

1,303

 

 

1,533

 

112

 

Advance Auto II

 

Harvest

 

AL

 

 

(1)

116

 

1,040

 

 

1,155

 

70

 

Advance Auto II

 

Crystal Springs

 

MS

 

 

(1)

45

 

854

 

 

899

 

58

 

Advance Auto II

 

Vicksburg

 

MS

 

 

(1)

104

 

938

 

 

1,042

 

63

 

Advance Auto III

 

Lafayette

 

LA

 

 

(1)

296

 

888

 

 

1,183

 

54

 

Advance Auto III

 

Slidell

 

LA

 

 

(1)

382

 

891

 

 

1,272

 

54

 

Advance Auto III

 

West Monroe

 

LA

 

 

(1)

383

 

894

 

 

1,277

 

54

 

Advance Auto IV

 

Dunkirk

 

NY

 

 

(4)

495

 

606

 

 

1,101

 

30

 

AutoZone

 

Columbia

 

SC

 

 

(3)

281

 

842

 

 

1,123

 

4

 

AutoZone

 

San Juan

 

PR

 

 

(3)

353

 

2,003

 

 

2,356

 

107

 

AutoZone

 

Guayama

 

PR

 

 

(3)

483

 

1,127

 

 

1,609

 

60

 

AutoZone

 

Ponce

 

PR

 

 

(3)

404

 

2,287

 

 

2,691

 

122

 

AutoZone

 

Humacoa

 

PR

 

 

(3)

115

 

2,187

 

 

2,302

 

117

 

BB&T

 

Fort Myers

 

FL

 

 

(4)

1,020

 

2,380

 

 

3,400

 

102

 

Bojangles

 

Northport

 

AL

 

 

582

 

874

 

 

1,456

 

46

 

Bojangles

 

Buford

 

GA

 

 

727

 

1,351

 

 

2,078

 

71

 

Bojangles

 

Hartwell

 

GA

 

 

352

 

1,055

 

 

1,407

 

56

 

Bojangles

 

Hickory

 

NC

 

 

644

 

1,504

 

 

2,148

 

79

 

Bojangles

 

Highpoint

 

NC

 

 

361

 

1,084

 

 

1,445

 

57

 

Bojangles

 

Hildebran

 

NC

 

 

220

 

1,247

 

 

1,468

 

66

 

Bojangles

 

Lincolnton

 

NC

 

 

1,037

 

2,420

 

 

3,458

 

128

 

Bojangles

 

Raeford

 

NC

 

 

258

 

1,033

 

 

1,291

 

55

 

Bojangles

 

Thomasville

 

NC

 

 

437

 

1,310

 

 

1,746

 

69

 

Bojangles

 

Walkertown

 

NC

 

 

475

 

1,108

 

 

1,582

 

58

 

 

35



 

 

 

 

 

 

 

 

 

Initial Costs

 

 

 

Gross Amount

 

 

 

Property

 

City

 

State

 

Encumbrances at
December 31,
2011

 

Land

 

Buildings
and
Fixtures

 

Adjustment
to Basis

 

Carried at
December 31,
2011

 

Accumulated
Depreciation

 

Bojangles

 

Batesburg

 

SC

 

 

208

 

1,176

 

 

1,384

 

62

 

Bojangles

 

Inman

 

SC

 

 

194

 

1,102

 

 

1,297

 

58

 

Bojangles

 

Piedmont

 

SC

 

 

410

 

957

 

 

1,367

 

51

 

Brown Shoe

 

Lecbec

 

CA

 

9,100

 

1,977

 

17,795

 

 

19,772

 

886

 

BSFS

 

Middleburg

 

FL

 

 

347

 

1,968

 

 

2,315

 

169

 

BSFS

 

Edmond

 

OK

 

 

340

 

1,929

 

 

2,270

 

166

 

BSFS

 

Oklahoma City

 

OK

 

 

315

 

1,787

 

 

2,102

 

154

 

BSFS

 

Owasso

 

OK

 

 

327

 

1,852

 

 

2,179

 

159

 

BSFS

 

Tulsa

 

OK

 

 

352

 

1,997

 

 

2,350

 

172

 

BSFS

 

Yukon

 

OK

 

 

338

 

1,917

 

 

2,255

 

165

 

BSFS II

 

Benton

 

AR

 

 

(4)

461

 

1,383

 

 

1,844

 

103

 

BSFS II

 

Grand Junction

 

CO

 

 

(4)

506

 

1,518

 

 

2,024

 

113

 

BSFS II

 

Wichita

 

KS

 

 

(4)

344

 

1,374

 

 

1,718

 

103

 

BSFS II

 

Baton Rouge

 

LA

 

 

(4)

503

 

1,509

 

 

2,012

 

113

 

BSFS II

 

Austin

 

TX

 

 

(4)

463

 

1,390

 

 

1,853

 

104

 

BSFS II

 

Pearland

 

TX

 

 

(4)

556

 

1,297

 

 

1,853

 

97

 

BSFS II

 

Allen

 

TX

 

 

592

 

1,381

 

 

1,973

 

109

 

BSFS II

 

Crowley

 

TX

 

 

355

 

1,419

 

 

1,773

 

111

 

BSFS II

 

League City

 

TX

 

 

261

 

1,477

 

 

1,737

 

116

 

BSFS II

 

Weatherford

 

TX

 

 

243

 

1,375

 

 

1,618

 

108

 

BSFS II

 

Albuquerque

 

NM

 

 

487

 

1,462

 

 

1,949

 

115

 

BSFS II

 

Rockwall

 

TX

 

 

642

 

1,497

 

 

2,139

 

118

 

BSFS III

 

Milwaukee

 

WI

 

 

702

 

1,639

 

 

2,341

 

61

 

BSFS IV

 

Northfield

 

NJ

 

 

1,145

 

1,718

 

 

2,863

 

58

 

BSFS IV

 

Chester

 

VA

 

 

677

 

1,580

 

 

2,257

 

53

 

BSFS IV

 

Dardenne

 

MO

 

 

843

 

1,566

 

 

2,409

 

53

 

BSFS V

 

Prescott

 

AR

 

 

382

 

7,261

 

 

7,643

 

211

 

Citigroup, Inc.

 

Mt. Pleasant

 

SC

 

13,800

 

8,543

 

15,865

 

 

24,407

 

781

 

Citizens

 

Oak Lawn

 

IL

 

 

1,737

 

745

 

 

2,482

 

38

 

Citizens

 

Stickney

 

IL

 

 

282

 

230

 

 

512

 

12

 

Coats & Clark

 

Albany

 

GA

 

 

406

 

8,098

 

 

8,504

 

386

 

ConAgra

 

Omaha

 

NE

 

 

882

 

16,759

 

 

17,641

 

165

 

CSAA/Chase Bank

 

Decatur

 

GA

 

 

(2)

1,284

 

2,995

 

 

4,279

 

181

 

CSAA/Chase Bank

 

Montgomery

 

IL

 

 

(2)

2,679

 

 

 

2,679

 

 

CSAA/CVS

 

Schaumburg

 

IL

 

 

(2)

3,519

 

 

 

3,519

 

 

CSAA/Fifth Third Bank

 

Chelsea

 

AL

 

 

(2)

1,224

 

4,897

 

 

6,121

 

296

 

CSAA/Fifth Third Bank

 

Austin

 

TX

 

 

(2)

1,568

 

2,911

 

 

4,479

 

176

 

CSAA/Home Depot

 

Joliet

 

IL

 

3,900

 

1,115

 

2,601

 

 

3,716

 

157

 

CSAA/Walgreens

 

Marysville

 

OH

 

 

(2)

984

 

2,951

 

 

3,935

 

178

 

CSAA/Walgreens

 

Upper Arlington

 

OH

 

 

(2)

1,929

 

3,583

 

 

5,512

 

217

 

CSAA/Walgreens

 

Northlake

 

IL

 

 

(2)

3,507

 

 

 

3,507

 

 

CSAA/Walgreens

 

Carpentersville

 

IL

 

 

(2)

2,989

 

 

 

2,989

 

 

CSAA/Walgreens

 

Austell

 

GA

 

 

(2)

8,720

 

 

 

8,720

 

 

CVS

 

Chicago

 

IL

 

3,874

 

3,722

 

3,330

 

 

7,052

 

322

 

CVS

 

Visalia

 

CA

 

1,655

 

 

2,778

 

 

2,778

 

269

 

CVS

 

Smyrna

 

GA

 

2,532

 

654

 

3,705

 

 

4,359

 

359

 

CVS

 

Phoenix

 

AZ

 

1,899

 

 

3,228

 

 

3,228

 

312

 

CVS

 

Moline

 

IL

 

2,543

 

658

 

3,729

 

 

4,388

 

361

 

CVS

 

Northville

 

MI

 

2,450

 

626

 

3,549

 

 

4,175

 

344

 

CVS

 

Asheville

 

NC

 

1,033

 

 

1,770

 

 

1,770

 

171

 

 

36



 

 

 

 

 

 

 

 

 

Initial Costs

 

 

 

Gross Amount

 

 

 

Property

 

City

 

State

 

Encumbrances at
December 31,
2011

 

Land

 

Buildings
and
Fixtures

 

Adjustment
to Basis

 

Carried at
December 31,
2011

 

Accumulated
Depreciation

 

CVS

 

Wilton

 

NY

 

2,327

 

603

 

3,414

 

 

4,017

 

331

 

CVS

 

Columbia

 

SC

 

1,741

 

446

 

2,525

 

 

2,970

 

244

 

CVS

 

Coppell

 

TX

 

3,138

 

810

 

4,588

 

 

5,398

 

444

 

CVS II

 

Jacksonville

 

FL

 

2,398

 

598

 

3,391

 

 

3,990

 

304

 

CVS II

 

Harrisonville

 

MO

 

2,035

 

508

 

2,876

 

 

3,384

 

258

 

CVS II

 

Creedmoor

 

NC

 

1,831

 

454

 

2,573

 

 

3,027

 

231

 

CVS II

 

Reno

 

NV

 

1,643

 

 

2,708

 

 

2,708

 

243

 

CVS II

 

Pico Rivera

 

CA

 

2,431

 

 

4,014

 

 

4,014

 

360

 

CVS II

 

Auburn

 

AL

 

2,288

 

571

 

3,237

 

 

3,808

 

290

 

CVS II

 

Chandler

 

AZ

 

2,103

 

 

3,459

 

 

3,459

 

310

 

CVS II

 

Gainesville

 

FL

 

3,232

 

807

 

4,575

 

 

5,382

 

410

 

CVS II

 

East Ellijay

 

GA

 

2,072

 

516

 

2,923

 

 

3,439

 

262

 

CVS II

 

Rome

 

GA

 

1,643

 

 

2,699

 

 

2,699

 

242

 

CVS II

 

Chesterton

 

IN

 

3,209

 

804

 

4,557

 

 

5,361

 

408

 

CVS II

 

Biddeford

 

ME

 

1,958

 

 

3,225

 

 

3,225

 

289

 

CVS II

 

Brooklyn Park

 

MN

 

1,465

 

 

2,379

 

 

2,379

 

213

 

CVS II

 

Holly Springs

 

NC

 

2,061

 

513

 

2,906

 

 

3,419

 

261

 

CVS II

 

Walkertown

 

NC

 

2,006

 

499

 

2,830

 

 

3,329

 

254

 

CVS III

 

King George

 

VA

 

 

(8)

677

 

3,838

 

 

4,516

 

211

 

CVS IV

 

Charlotte

 

MI

 

 

(9)

449

 

4,041

 

 

4,490

 

182

 

CVS Stony Point

 

Stony Point

 

NY

 

 

(9)

1,979

 

2,968

 

 

4,947

 

134

 

CVS V

 

DelRay Beach

 

FL

 

 

3,875

 

3,875

 

 

7,750

 

136

 

CVS VI

 

Roanoke Rapids

 

NC

 

 

119

 

2,257

 

 

2,376

 

45

 

CVS VII

 

Cohoes

 

NY

 

 

241

 

2,167

 

 

2,408

 

43

 

Danfoss

 

Loves Park

 

IL

 

 

989

 

5,606

 

 

6,595

 

28

 

DaVita Dialysis

 

Lincoln

 

NE

 

 

(4)

122

 

2,326

 

 

2,449

 

99

 

DaVita Dialysis II

 

Abbeville

 

SC

 

 

(5)

360

 

1,439

 

 

1,799

 

78

 

DaVita Dialysis II

 

Enterprise

 

AL

 

 

443

 

1,773

 

 

2,216

 

79

 

DaVita Dialysis II

 

Okmulgee

 

OK

 

 

(5)

76

 

1,437

 

 

1,513

 

71

 

DaVita Dialysis II

 

Shreveport

 

LA

 

 

(5)

158

 

1,421

 

 

1,579

 

77

 

DaVita Dialysis III

 

Wilmington

 

NC

 

 

(5)

1,166

 

4,662

 

 

5,828

 

230

 

DaVita Dialysis IV

 

Blackfoot

 

ID

 

 

184

 

1,655

 

 

1,839

 

65

 

DaVita Dialysis V

 

Sellersville

 

PA

 

 

1,465

 

1,465

 

 

2,931

 

 

Dillons

 

Lawrence

 

KS

 

 

(5)

1,022

 

3,067

 

 

4,089

 

166

 

Dillons II

 

Wichita

 

KS

 

 

528

 

4,751

 

 

5,279

 

250

 

Dollar General

 

Jacksonville

 

FL

 

 

(4)

201

 

803

 

 

1,004

 

51

 

Dollar General II

 

Hilliard

 

FL

 

 

(4)

217

 

868

 

 

1,085

 

40

 

Dollar General III

 

Gillespie

 

IL

 

 

(4)

35

 

672

 

 

708

 

29

 

Dollar General III

 

Marseilles

 

IL

 

 

(4)

117

 

661

 

 

778

 

28

 

Dollar General III

 

Mt. Zion

 

IL

 

 

(4)

119

 

677

 

 

796

 

29

 

Dollar General IV

 

San Mateo

 

FL

 

 

 

208

 

834

 

 

1,042

 

36

 

Dollar General V

 

Alanson

 

MI

 

 

 

73

 

654

 

 

726

 

32

 

Dollar General V

 

Wellston

 

MI

 

 

 

34

 

655

 

 

689

 

32

 

Dollar General V

 

Copermish

 

MI

 

 

 

72

 

645

 

 

717

 

32

 

Dollar General V

 

Buckley

 

MI

 

 

 

74

 

663

 

 

737

 

33

 

Dollar General V

 

North Muskegon

 

MI

 

 

 

35

 

667

 

 

703

 

30

 

Dollar General V

 

Spring Arbor

 

MI

 

 

 

73

 

655

 

 

728

 

32

 

Dollar General VI

 

Florien

 

LA

 

 

69

 

620

 

 

689

 

26

 

Dollar General VI

 

Abbeville

 

LA

 

 

81

 

727

 

 

808

 

24

 

Dollar General VII

 

Port Vincent

 

LA

 

 

176

 

705

 

 

881

 

30

 

 

37



 

 

 

 

 

 

 

 

 

Initial Costs

 

 

 

Gross Amount

 

 

 

Property

 

City

 

State

 

Encumbrances at
December 31,
2011

 

Land

 

Buildings
and
Fixtures

 

Adjustment
to Basis

 

Carried at
December 31,
2011

 

Accumulated
Depreciation

 

Dollar General VII

 

West Monroe

 

LA

 

 

123

 

697

 

 

820

 

23

 

Dollar General VIII

 

Caitlin

 

IL

 

 

71

 

642

 

 

714

 

15

 

Dollar General VIII

 

Cerro Gordo

 

IL

 

 

35

 

666

 

 

701

 

12

 

Dollar General VIII

 

Columbia

 

IL

 

 

129

 

731

 

 

860

 

14

 

Dollar General IX

 

Robeline

 

LA

 

 

71

 

640

 

 

711

 

15

 

Dollar General X

 

Litchfield

 

MI

 

 

68

 

614

 

 

682

 

14

 

Dollar General X

 

Mancelona

 

MI

 

 

74

 

662

 

 

736

 

16

 

Dollar General X

 

St Johns

 

MI

 

 

71

 

641

 

 

713

 

15

 

Dollar General X

 

Clinton

 

MI

 

 

150

 

599

 

 

748

 

11

 

Dollar General X

 

Pinckney

 

MI

 

 

73

 

659

 

 

732

 

12

 

Dollar General X

 

Tekonsha

 

MI

 

 

67

 

600

 

 

667

 

11

 

Dollar General XI

 

Sheridan

 

MI

 

 

155

 

620

 

 

774

 

6

 

Dollar General XI

 

Gladwin

 

MI

 

 

77

 

694

 

 

771

 

6

 

Dollar General XII

 

Bessemer

 

AL

 

 

105

 

945

 

 

1,050

 

9

 

Dollar General XII

 

Andalusia

 

AL

 

 

78

 

705

 

 

784

 

7

 

Dollar General XII

 

Shelby

 

AL

 

 

77

 

690

 

 

767

 

6

 

Dollar General XII

 

Thorsby

 

AL

 

 

126

 

715

 

 

841

 

7

 

Dollar General XII

 

Crossville

 

AL

 

 

107

 

607

 

 

714

 

6

 

Dollar General XII

 

Jasper

 

AL

 

 

116

 

659

 

 

776

 

6

 

Dollar General XII

 

Jasper

 

AL

 

 

76

 

684

 

 

760

 

6

 

Dollar General XII

 

Jasper

 

AL

 

 

118

 

666

 

 

784

 

6

 

Dollar General XII

 

Irwinton

 

GA

 

 

82

 

734

 

 

815

 

7

 

Dollar General XII

 

Dorton

 

KY

 

 

117

 

661

 

 

777

 

6

 

Dollar General XII

 

Bronston

 

KY

 

 

166

 

664

 

 

830

 

6

 

Dollar General XII

 

Smiths Station

 

AL

 

 

188

 

753

 

 

941

 

7

 

Dollar General XII

 

Sunbright

 

TN

 

 

77

 

689

 

 

766

 

6

 

Dollar General XII

 

Opelika

 

AL

 

 

123

 

697

 

 

820

 

7

 

Dollar General XII

 

Leonville

 

LA

 

 

80

 

719

 

 

799

 

7

 

Dollar General XII

 

Fayette

 

OH

 

 

78

 

699

 

 

777

 

7

 

Dollar General XII

 

Kingston

 

OH

 

 

128

 

723

 

 

851

 

7

 

Dollar General XII

 

Oak Harbor

 

OH

 

 

139

 

788

 

 

927

 

7

 

Dollar General XII

 

Cardington

 

OH

 

 

170

 

679

 

 

849

 

6

 

Dollar General XII

 

Seville

 

OH

 

 

122

 

691

 

 

813

 

6

 

Dollar General XII

 

Oronago

 

MO

 

 

75

 

676

 

 

752

 

6

 

Dollar General XII

 

Queen City

 

MO

 

 

77

 

693

 

 

770

 

6

 

Dollar General XII

 

Laurel Hill

 

FL

 

 

79

 

714

 

 

793

 

7

 

Dollar General XII

 

San Antonio

 

TX

 

 

203

 

811

 

 

1,013

 

8

 

Dollar General XII

 

Granite Shoals

 

TX

 

 

140

 

792

 

 

932

 

7

 

Dollar General XII

 

Bloomington

 

TX

 

 

66

 

590

 

 

656

 

6

 

Dollar General XII

 

Lafayette Parish

 

LA

 

 

201

 

805

 

 

1,006

 

8

 

Dollar General XII

 

Mermentau

 

LA

 

 

81

 

728

 

 

809

 

7

 

Dollar General XII

 

Waterloo

 

IA

 

 

179

 

716

 

 

894

 

7

 

Dollar General XII

 

Jackson

 

MO

 

 

117

 

662

 

 

779

 

6

 

Dollar General XII

 

Cole - Camp

 

MO

 

 

107

 

606

 

 

713

 

6

 

Dollar General XII

 

Bonne Terre

 

MO

 

 

112

 

449

 

 

561

 

4

 

Dollar General XII

 

Breman

 

OH

 

 

138

 

784

 

 

922

 

7

 

Dollar General XII

 

Duson

 

LA

 

 

88

 

792

 

 

880

 

7

 

Dollar General XII

 

Monte Alto

 

TX

 

 

84

 

756

 

 

841

 

7

 

Dollar General XII

 

Corpus Christie

 

TX

 

 

135

 

763

 

 

898

 

7

 

Dollar General XII

 

Nashport

 

OH

 

 

183

 

731

 

 

913

 

 

 

38



 

 

 

 

 

 

 

 

 

Initial Costs

 

 

 

Gross Amount

 

 

 

Property

 

City

 

State

 

Encumbrances at
December 31,
2011

 

Land

 

Buildings
and
Fixtures

 

Adjustment
to Basis

 

Carried at
December 31,
2011

 

Accumulated
Depreciation

 

Dollar General XII

 

Elsa

 

TX

 

 

75

 

422

 

 

497

 

2

 

Dollar General XII

 

Melville

 

LA

 

 

43

 

818

 

 

861

 

4

 

Dollar General XII

 

Montrose

 

IA

 

 

69

 

618

 

 

687

 

3

 

Dollar General XII

 

Opelousas

 

LA

 

 

112

 

635

 

 

747

 

3

 

Dollar General XII

 

Unionville

 

MO

 

 

127

 

719

 

 

846

 

3

 

Dollar General XIII

 

Dayton

 

OH

 

 

111

 

627

 

 

738

 

6

 

Express Scripts

 

St. Louis

 

MO

 

19,173

 

 

30,150

 

 

30,150

 

1,888

 

Express Scripts

 

St. Louis

 

MO

 

9,537

 

1,492

 

13,425

 

 

14,917

 

682

 

FedEx

 

Snow Shoe

 

PA

 

6,965

 

1,413

 

7,930

 

 

9,343

 

1,308

 

FedEx II

 

Houston

 

TX

 

15,894

 

4,021

 

22,786

 

 

26,808

 

2,451

 

FedEx III

 

Sacramento

 

CA

 

15,000

 

7,283

 

21,849

 

 

29,132

 

1,554

 

FedEx IV

 

Sioux Falls

 

SD

 

 

(3)

606

 

2,423

 

 

3,028

 

129

 

FedEx V

 

Grand Forks

 

ND

 

 

(4)

599

 

1,796

 

 

2,395

 

83

 

FedEx VI

 

Louisville

 

KY

 

14,662

 

3,776

 

21,397

 

 

25,172

 

989

 

FedEx VII

 

Springfield

 

MO

 

9,638

 

3,304

 

13,217

 

 

16,521

 

611

 

FedEx VIII

 

Beckley

 

WV

 

 

(4)

322

 

2,901

 

 

3,223

 

124

 

FedEx VIII

 

St. Cloud

 

MN

 

 

(4)

300

 

2,702

 

 

3,003

 

115

 

FedEx VIII

 

Dodge City

 

KS

 

 

(4)

86

 

1,633

 

 

1,719

 

70

 

FedEx VIII

 

Hays

 

KS

 

 

(4)

63

 

1,199

 

 

1,262

 

51

 

FedEx IX

 

Lincoln

 

NE

 

 

(4)

773

 

4,379

 

 

5,152

 

187

 

FedEx X

 

Ann Arbor

 

MI

 

 

(9)

1,624

 

6,497

 

 

8,121

 

297

 

FedEx X

 

Bronx

 

NY

 

15,250

 

 

20,372

 

 

20,372

 

725

 

FedEx XI

 

Baltimore

 

MD

 

 

14,154

 

21,231

 

 

35,385

 

755

 

FedEx XII

 

Green

 

OH

 

 

1,272

 

29,185

 

 

30,457

 

926

 

FedEx XIII

 

Saginaw

 

MI

 

 

 

308

 

5,861

 

 

6,169

 

149

 

FedEx XIII

 

Lebanon

 

NH

 

 

 

1,738

 

5,215

 

 

6,953

 

133

 

FedEx XIII

 

Sherman

 

TX

 

 

 

284

 

5,390

 

 

5,674

 

137

 

FedEx XIII

 

Spokane

 

WA

 

 

(10)

603

 

5,426

 

 

6,029

 

138

 

FedEx XIV

 

North Canton

 

OH

 

 

 

3,745

 

 

3,745

 

19

 

FedEx XV

 

Rensselaer

 

NY

 

 

7,329

 

41,530

 

 

48,859

 

211

 

FedEx XVI

 

North Phoenix

 

AZ

 

 

3,468

 

13,871

 

 

17,339

 

71

 

First Niagara

 

Walnutport

 

PA

 

 

233

 

1,321

 

 

1,554

 

218

 

First Niagara

 

Springhouse

 

PA

 

 

561

 

3,165

 

 

3,726

 

522

 

First Niagara

 

Lehighton

 

PA

 

 

137

 

777

 

 

914

 

128

 

First Niagara

 

Lansdale

 

PA

 

 

251

 

1,423

 

 

1,674

 

235

 

First Niagara

 

Lansdale

 

PA

 

 

224

 

1,258

 

 

1,482

 

207

 

First Niagara

 

Wyomissing

 

PA

 

 

212

 

1,203

 

 

1,415

 

198

 

First Niagara

 

Harleysville

 

PA

 

 

1,853

 

10,427

 

 

12,279

 

1,720

 

First Niagara

 

Slatington

 

PA

 

 

163

 

926

 

 

1,089

 

153

 

First Niagara

 

Summit Hill

 

PA

 

 

245

 

1,391

 

 

1,636

 

229

 

First Niagara

 

Limerick

 

PA

 

 

232

 

1,316

 

 

1,548

 

217

 

First Niagara

 

Sellersville

 

PA

 

 

159

 

904

 

 

1,063

 

149

 

First Niagara

 

Skippack

 

PA

 

 

210

 

1,188

 

 

1,398

 

196

 

First Niagara

 

Palmerton

 

PA

 

 

455

 

2,577

 

 

3,032

 

425

 

First Niagara

 

Lansford

 

PA

 

 

279

 

1,578

 

 

1,857

 

260

 

First Niagara

 

Slatington

 

PA

 

 

492

 

2,786

 

 

3,278

 

460

 

Fresenius

 

Shasta Lake

 

CA

 

2,922

 

273

 

5,195

 

 

5,468

 

425

 

Fresenius

 

Apple Valley

 

CA

 

3,052

 

262

 

4,973

 

 

5,235

 

407

 

General Electric

 

Muskego

 

WI

 

 

(10)

2,134

 

19,206

 

 

21,340

 

683

 

GSA - USPS

 

Minneapolis

 

MN

 

 

1,241

 

4,964

 

 

6,205

 

203

 

 

39



 

 

 

 

 

 

 

 

 

Initial Costs

 

 

 

Gross Amount

 

 

 

Property

 

City

 

State

 

Encumbrances at
December 31,
2011

 

Land

 

Buildings
and
Fixtures

 

Adjustment
to Basis

 

Carried at
December 31,
2011

 

Accumulated
Depreciation

 

GSA - VA Clinic

 

Caldwell

 

ID

 

 

566

 

2,265

 

 

2,831

 

67

 

GSA I

 

Brownsville

 

TX

 

 

507

 

4,784

 

 

5,291

 

125

 

GSA II

 

Paris

 

TX

 

 

182

 

3,785

 

 

3,968

 

100

 

GSA III

 

Sioux City

 

IA

 

 

185

 

3,508

 

 

3,692

 

69

 

GSA IV

 

Sierra Vista

 

AZ

 

 

960

 

5,440

 

 

6,400

 

107

 

GSA V

 

Colorado Springs

 

CO

 

 

584

 

5,257

 

 

5,841

 

104

 

GSA VI

 

New Port Rici

 

FL

 

 

1,432

 

5,730

 

 

7,162

 

85

 

GSA VII

 

Knoxville

 

TN

 

 

770

 

4,364

 

 

5,135

 

64

 

GSA VIII

 

Eagle Pass

 

TX

 

 

373

 

3,354

 

 

3,726

 

33

 

GSA IX

 

Dallas

 

TX

 

 

551

 

4,959

 

 

5,510

 

49

 

GSA X

 

Redding

 

CA

 

 

546

 

10,378

 

 

10,925

 

102

 

GSA XI

 

Malone

 

NY

 

 

717

 

6,451

 

 

7,168

 

64

 

GSA XII

 

Parkersburg

 

WV

 

 

812

 

7,306

 

 

8,118

 

36

 

Home Depot

 

Topeka

 

KS

 

12,150

 

 

18,306

 

 

18,306

 

1,641

 

IHOP

 

Hilton Head

 

SC

 

 

(4)

634

 

1,478

 

 

2,112

 

100

 

IHOP II

 

Buford

 

GA

 

 

(4)

497

 

1,491

 

 

1,988

 

95

 

IHOP III

 

Cincinnati

 

OH

 

1,344

 

862

 

2,012

 

 

2,875

 

129

 

IHOP IV

 

LaVerne

 

CA

 

586

 

 

1,240

 

 

1,240

 

71

 

IHOP IV

 

Shawnee

 

KS

 

521

 

 

1,076

 

 

1,076

 

61

 

IHOP IV

 

Topeka

 

KS

 

844

 

360

 

1,438

 

 

1,798

 

82

 

IHOP IV

 

Alexandria

 

LA

 

497

 

 

1,047

 

 

1,047

 

60

 

IHOP IV

 

Baton Rouge

 

LA

 

 

 

 

1,842

 

 

1,842

 

105

 

IHOP IV

 

Springfield

 

MO

 

715

 

 

1,509

 

 

1,509

 

86

 

IHOP IV

 

Albuquerque

 

NM

 

525

 

 

1,106

 

 

1,106

 

63

 

IHOP IV

 

Rochester

 

NY

 

659

 

 

1,378

 

 

1,378

 

78

 

IHOP IV

 

Memphis

 

TN

 

894

 

381

 

1,525

 

 

1,907

 

87

 

IHOP IV

 

Memphis

 

TN

 

624

 

 

1,313

 

 

1,313

 

75

 

IHOP IV

 

El Paso

 

TX

 

678

 

 

1,428

 

 

1,428

 

81

 

IHOP IV

 

Centerville

 

UT

 

814

 

87

 

1,646

 

 

1,733

 

94

 

IHOP IV

 

Charlottesville

 

VA

 

437

 

 

912

 

 

912

 

52

 

IHOP IV

 

Roanoke

 

VA

 

494

 

 

1,036

 

 

1,036

 

59

 

IHOP IV

 

El Paso

 

TX

 

527

 

 

1,104

 

 

1,104

 

63

 

IHOP IV

 

Parker

 

CO

 

658

 

 

1,361

 

 

1,361

 

77

 

IHOP IV

 

Beaverton

 

OR

 

615

 

 

1,296

 

 

1,296

 

74

 

IHOP IV

 

Salem

 

OR

 

 

 

901

 

 

901

 

51

 

IHOP IV

 

Sugar Land

 

TX

 

1,018

 

651

 

1,519

 

 

2,170

 

86

 

Jack in the Box

 

Desloge

 

NM

 

1,069

 

876

 

876

 

 

1,752

 

69

 

Jack in the Box

 

The Dalles

 

NM

 

998

 

737

 

901

 

 

1,638

 

70

 

Jack in the Box

 

Corpus Christi

 

NM

 

901

 

588

 

882

 

 

1,470

 

69

 

Jack in the Box

 

Vancouver

 

NM

 

1,344

 

1,024

 

1,251

 

 

2,275

 

98

 

Jack in the Box

 

Houston

 

TX

 

955

 

623

 

935

 

 

1,558

 

66

 

Jack in the Box II

 

Beaumont

 

TX

 

 

(4)

363

 

1,451

 

 

1,814

 

93

 

Jack in the Box II

 

Ferris

 

TX

 

 

(4)

366

 

1,098

 

 

1,464

 

70

 

Jack in the Box II

 

Forney

 

TX

 

 

(4)

627

 

1,164

 

 

1,790

 

74

 

Jack in the Box II

 

Houston

 

TX

 

 

(4)

607

 

1,127

 

 

1,733

 

72

 

Jack in the Box II

 

Victoria

 

TX

 

 

(4)

280

 

1,120

 

 

1,400

 

72

 

Jack in the Box II

 

Victoria

 

TX

 

 

(4)

491

 

1,146

 

 

1,637

 

73

 

Jared Jewelry

 

Watchung

 

NJ

 

 

 

2,218

 

 

2,218

 

158

 

Jared Jewelry

 

Amherst

 

NY

 

 

 

811

 

 

811

 

58

 

Jared Jewelry

 

Lake Grove

 

NY

 

 

 

1,423

 

 

1,423

 

101

 

 

40



 

 

 

 

 

 

 

 

 

Initial Costs

 

 

 

Gross Amount

 

 

 

Property

 

City

 

State

 

Encumbrances at
December 31,
2011

 

Land

 

Buildings
and
Fixtures

 

Adjustment
to Basis

 

Carried at
December 31,
2011

 

Accumulated
Depreciation

 

Jared Jewelry II

 

Plymouth

 

MA

 

 

 

1,321

 

 

1,321

 

85

 

Kohl’s

 

Georgetown

 

KY

 

5,680

 

1,327

 

7,522

 

 

8,849

 

348

 

Kohl’s II

 

Collinsville

 

IL

 

3,570

 

800

 

4,535

 

 

5,335

 

212

 

Kum & Go I

 

Bolivar

 

MO

 

 

252

 

1,006

 

 

1,258

 

54

 

Kum & Go I

 

Bolivar

 

MO

 

 

273

 

1,091

 

 

1,364

 

58

 

Kum & Go I

 

Fair Grove

 

MO

 

 

123

 

490

 

 

613

 

26

 

Kum & Go I

 

Hollister

 

MO

 

 

314

 

1,255

 

 

1,568

 

67

 

Kum & Go I

 

Monett

 

MO

 

 

249

 

746

 

 

995

 

40

 

Kum & Go I

 

Springfield

 

MO

 

 

244

 

1,380

 

 

1,624

 

74

 

Kum & Go I

 

Springfield

 

MO

 

 

504

 

1,177

 

 

1,681

 

63

 

Kum & Go I

 

Springfield

 

MO

 

 

189

 

1,070

 

 

1,259

 

57

 

Kum & Go I

 

Springfield

 

MO

 

 

371

 

866

 

 

1,237

 

46

 

Kum & Go I

 

Springfield

 

MO

 

 

293

 

1,171

 

 

1,464

 

62

 

Kum & Go I

 

Springfield

 

MO

 

 

209

 

838

 

 

1,047

 

45

 

Kum & Go I

 

Springfield

 

MO

 

 

203

 

1,152

 

 

1,355

 

61

 

Kum & Go I

 

Springfield

 

MO

 

 

934

 

2,180

 

 

3,114

 

116

 

Kum & Go I

 

Waynesville

 

MO

 

 

369

 

685

 

 

1,054

 

37

 

Kum & Go II

 

Adair

 

IA

 

 

61

 

1,155

 

 

1,216

 

57

 

Kum & Go II

 

Neola

 

IA

 

 

260

 

1,041

 

 

1,301

 

52

 

Lockheed Martin

 

Lufkin

 

TX

 

 

(10)

572

 

10,876

 

 

11,448

 

268

 

Lowe’s

 

Knoxville

 

TN

 

 

(4)

10,018

 

 

 

10,018

 

 

Lowe’s II

 

Augusta

 

GA

 

 

1,306

 

11,757

 

 

13,063

 

275

 

Mrs. Bairds

 

Oklahoma City

 

OK

 

 

346

 

1,038

 

 

1,385

 

32

 

Mrs. Bairds

 

Weslaco

 

TX

 

 

367

 

1,102

 

 

1,469

 

34

 

National Tire & Battery

 

Kennesaw

 

GA

 

 

471

 

1,100

 

 

1,571

 

43

 

National Tire & Battery

 

Liburn

 

GA

 

 

745

 

1,118

 

 

1,863

 

43

 

National Tire & Battery

 

Douglasville

 

GA

 

 

607

 

911

 

 

1,518

 

35

 

O’Reilly Auto

 

Joliet

 

IL

 

 

(3)

531

 

1,592

 

 

2,123

 

91

 

O’Reilly Auto II

 

Waterford

 

MI

 

 

334

 

1,336

 

 

1,670

 

58

 

O’Reilly Auto III

 

Roseville

 

MI

 

 

442

 

1,327

 

 

1,770

 

38

 

O’Reilly Auto IV

 

Buena Vista

 

MI

 

 

387

 

1,160

 

 

1,547

 

34

 

O’Reilly Auto IV

 

Saginaw

 

MI

 

 

511

 

1,193

 

 

1,704

 

35

 

Payless

 

Brookville (Dayton)

 

OH

 

19,100

 

1,870

 

35,522

 

 

37,391

 

1,769

 

Pep Boys

 

North Wales

 

PA

 

 

1,396

 

3,258

 

 

4,654

 

110

 

Pep Boys

 

Stockton

 

CA

 

 

1,019

 

1,528

 

 

2,547

 

52

 

Pep Boys

 

Las Vegas

 

NV

 

 

1,296

 

2,408

 

 

3,704

 

81

 

PetSmart

 

Ottawa

 

IL

 

 

2,187

 

41,546

 

 

43,732

 

845

 

PNC

 

Bloomfield

 

NJ

 

592

 

125

 

712

 

 

838

 

95

 

PNC

 

Cedar Grove

 

NJ

 

964

 

197

 

1,123

 

 

1,322

 

149

 

PNC

 

Clementon

 

NJ

 

1,017

 

196

 

1,117

 

 

1,314

 

148

 

PNC

 

Dayton

 

NJ

 

859

 

172

 

974

 

 

1,148

 

129

 

PNC

 

Deptford

 

NJ

 

697

 

138

 

782

 

 

921

 

104

 

PNC

 

Dunellen

 

NJ

 

749

 

157

 

889

 

 

1,046

 

118

 

PNC

 

East Brunswick

 

NJ

 

806

 

175

 

976

 

 

1,151

 

129

 

PNC

 

Fairfield

 

NJ

 

1,387

 

268

 

1,701

 

 

1,968

 

280

 

PNC

 

Fanwood

 

NJ

 

859

 

167

 

947

 

 

1,114

 

126

 

PNC

 

Garfield

 

NJ

 

859

 

190

 

1,079

 

 

1,270

 

143

 

PNC

 

Haddonfield

 

NJ

 

697

 

149

 

842

 

 

990

 

112

 

PNC

 

Kearny

 

NJ

 

592

 

145

 

821

 

 

966

 

109

 

 

41



 

 

 

 

 

 

 

 

 

Initial Costs

 

 

 

Gross Amount

 

 

 

Property

 

City

 

State

 

Encumbrances at
December 31,
2011

 

Land

 

Buildings
and
Fixtures

 

Adjustment
to Basis

 

Carried at
December 31,
2011

 

Accumulated
Depreciation

 

PNC

 

Mahwah

 

NJ

 

592

 

128

 

723

 

 

851

 

96

 

PNC

 

Martinsville

 

NJ

 

1,017

 

227

 

1,285

 

 

1,512

 

170

 

PNC

 

Millstone

 

NJ

 

645

 

125

 

709

 

 

834

 

94

 

PNC

 

Mountain Lakes

 

NJ

 

749

 

149

 

842

 

 

991

 

112

 

PNC

 

Northvale

 

NJ

 

592

 

131

 

744

 

 

875

 

99

 

PNC

 

Orange

 

NJ

 

697

 

158

 

897

 

 

1,055

 

119

 

PNC

 

Parlin

 

NJ

 

697

 

169

 

960

 

 

1,130

 

127

 

PNC

 

Paterson

 

NJ

 

592

 

138

 

785

 

 

923

 

104

 

PNC

 

Paterson

 

NJ

 

277

 

90

 

512

 

 

602

 

68

 

PNC

 

Pompton Plains

 

NJ

 

224

 

90

 

511

 

 

601

 

68

 

PNC

 

Raritan

 

NJ

 

859

 

210

 

1,189

 

 

1,399

 

158

 

PNC

 

Somerville

 

NJ

 

912

 

180

 

1,005

 

 

1,185

 

133

 

PNC

 

Tenafly

 

NJ

 

540

 

132

 

748

 

 

880

 

99

 

PNC

 

Trenton

 

NJ

 

1,070

 

208

 

1,177

 

 

1,385

 

156

 

PNC

 

Vineland

 

NJ

 

540

 

120

 

666

 

 

786

 

88

 

PNC

 

West Orange

 

NJ

 

593

 

131

 

743

 

 

875

 

99

 

PNC

 

West Orange

 

NJ

 

382

 

92

 

521

 

 

613

 

69

 

PNC

 

West Paterson

 

NJ

 

487

 

105

 

598

 

 

703

 

79

 

PNC

 

Westwood

 

NJ

 

382

 

112

 

632

 

 

744

 

84

 

PNC

 

West Chester

 

OH

 

908

 

176

 

997

 

 

1,173

 

132

 

PNC

 

Blairsville

 

PA

 

490

 

131

 

728

 

 

858

 

97

 

PNC

 

Clarks Summit

 

PA

 

388

 

103

 

586

 

 

690

 

78

 

PNC

 

Dillsburg

 

PA

 

332

 

91

 

517

 

 

608

 

69

 

PNC

 

Media

 

PA

 

544

 

128

 

727

 

 

855

 

96

 

PNC

 

Media

 

PA

 

227

 

78

 

440

 

 

517

 

58

 

PNC

 

Philadelphia

 

PA

 

654

 

138

 

767

 

 

905

 

102

 

PNC

 

Philadelphia

 

PA

 

867

 

169

 

956

 

 

1,124

 

127

 

PNC

 

Philadelphia

 

PA

 

388

 

103

 

583

 

 

686

 

77

 

PNC

 

Philadelphia

 

PA

 

441

 

116

 

644

 

 

760

 

85

 

PNC

 

Philadelphia

 

PA

 

707

 

142

 

806

 

 

949

 

107

 

PNC

 

Philadelphia

 

PA

 

229

 

84

 

478

 

 

562

 

63

 

PNC

 

Pittsburgh

 

PA

 

491

 

119

 

675

 

 

794

 

90

 

PNC

 

Somerset

 

PA

 

861

 

191

 

1,085

 

 

1,276

 

144

 

PNC

 

Swarthmore

 

PA

 

386

 

98

 

553

 

 

650

 

73

 

PNC

 

Tannersville

 

PA

 

648

 

126

 

715

 

 

841

 

95

 

PNC

 

Warren

 

PA

 

490

 

132

 

746

 

 

877

 

99

 

PNC Bank

 

Palm Coast

 

FL

 

1,919

 

427

 

2,417

 

 

2,844

 

347

 

PNC Bank

 

Pompano Beach

 

FL

 

2,339

 

519

 

2,940

 

 

3,459

 

401

 

Provident Bank

 

Stony Point

 

NY

 

 

(9)

899

 

1,349

 

 

2,249

 

54

 

QuikTrip

 

Decatur

 

GA

 

 

(5)

728

 

2,183

 

 

2,910

 

118

 

Reckitt Benckiser

 

Tooele

 

UT

 

14,709

 

1,290

 

24,510

 

 

25,800

 

1,918

 

Reliant Rehab

 

Bedford

 

TX

 

16,150

 

1,330

 

25,261

 

 

26,591

 

251

 

Renal Advantage

 

Augusta

 

GA

 

 

264

 

1,497

 

 

1,761

 

29

 

Renal Advantage

 

Valdosta

 

GA

 

 

246

 

1,394

 

 

1,640

 

27

 

Renal Advantage

 

Valdosta

 

GA

 

 

321

 

1,286

 

 

1,607

 

25

 

Renal Advantage

 

New Castle

 

IN

 

 

81

 

1,540

 

 

1,621

 

30

 

Renal Advantage

 

Kansas City

 

KS

 

 

94

 

1,789

 

 

1,883

 

35

 

Renal Advantage

 

North Augusta

 

SC

 

 

540

 

1,261

 

 

1,801

 

25

 

Renal Advantage

 

Dickson

 

TN

 

 

96

 

1,817

 

 

1,913

 

36

 

Renal Advantage

 

Memphis

 

TN

 

 

182

 

1,639

 

 

1,821

 

32

 

 

42



 

 

 

 

 

 

 

 

 

Initial Costs

 

 

 

Gross Amount

 

 

 

Property

 

City

 

State

 

Encumbrances at
December 31,
2011

 

Land

 

Buildings
and
Fixtures

 

Adjustment
to Basis

 

Carried at
December 31,
2011

 

Accumulated
Depreciation

 

Renal Advantage

 

Memphis

 

TN

 

 

248

 

2,228

 

 

2,476

 

44

 

Rite Aid

 

Lisbon

 

OH

 

1,090

 

205

 

1,160

 

 

1,365

 

162

 

Rite Aid

 

East Liverpool

 

OH

 

1,630

 

305

 

1,729

 

 

2,034

 

242

 

Rite Aid

 

Carrollton

 

OH

 

1,730

 

325

 

1,826

 

 

2,151

 

255

 

Rite Aid

 

Cadiz

 

OH

 

1,240

 

232

 

1,317

 

 

1,550

 

184

 

Rite Aid

 

Carlisle

 

PA

 

3,008

 

637

 

3,597

 

 

4,234

 

503

 

Rite Aid

 

Pittsburgh

 

PA

 

4,110

 

866

 

4,906

 

 

5,772

 

686

 

Rockland Trust

 

Brockton

 

MA

 

440

 

88

 

498

 

 

586

 

79

 

Rockland Trust

 

Chatham

 

MA

 

1,026

 

206

 

1,167

 

 

1,373

 

184

 

Rockland Trust

 

Hull

 

MA

 

473

 

95

 

537

 

 

631

 

85

 

Rockland Trust

 

Hyannis

 

MA

 

1,626

 

325

 

1,840

 

 

2,165

 

290

 

Rockland Trust

 

Middleboro

 

MA

 

2,391

 

478

 

2,697

 

 

3,176

 

425

 

Rockland Trust

 

Orleans

 

MA

 

938

 

188

 

1,066

 

 

1,254

 

168

 

Rockland Trust

 

Randolph

 

MA

 

1,053

 

211

 

1,194

 

 

1,405

 

188

 

Rockland Trust

 

Centerville

 

MA

 

772

 

155

 

879

 

 

1,034

 

139

 

Rockland Trust

 

Duxbury

 

MA

 

905

 

182

 

1,034

 

 

1,216

 

163

 

Rockland Trust

 

Hanover

 

MA

 

903

 

182

 

1,029

 

 

1,210

 

162

 

Rockland Trust

 

Middleboro

 

MA

 

631

 

127

 

719

 

 

845

 

113

 

Rockland Trust

 

Pembroke

 

MA

 

1,058

 

213

 

1,206

 

 

1,419

 

190

 

Rockland Trust

 

Plymouth

 

MA

 

3,540

 

714

 

4,013

 

 

4,727

 

633

 

Rockland Trust

 

Rockland

 

MA

 

2,800

 

563

 

3,173

 

 

3,736

 

501

 

Rockland Trust

 

Rockland

 

MA

 

1,210

 

242

 

1,369

 

 

1,611

 

216

 

Rockland Trust

 

S. Yarmouth

 

MA

 

1,084

 

218

 

1,235

 

 

1,453

 

195

 

Rockland Trust

 

Scituate

 

MA

 

864

 

174

 

986

 

 

1,159

 

155

 

Rockland Trust

 

West Dennis

 

MA

 

946

 

167

 

1,080

 

 

1,247

 

170

 

Royal Ahold - Stop and Shop

 

Nanuet

 

NY

 

10,800

 

3,094

 

17,532

 

 

20,626

 

1,185

 

Royal Ahold - Tops Market

 

Canandaigua

 

NY

 

 

466

 

8,848

 

 

9,313

 

363

 

Sam’s Club

 

Augusta

 

GA

 

 

(7)

12,821

 

 

 

12,821

 

 

Sealy

 

Green Island

 

NY

 

10,479

 

766

 

14,558

 

 

15,325

 

222

 

St. Joseph’s Mercy Medical

 

Hot Springs

 

AR

 

(3)

379

 

1,516

 

 

1,894

 

75

 

St. Joseph’s Mercy Medical

 

Hot Springs

 

AR

 

(3)

385

 

1,539

 

 

1,924

 

77

 

St. Joseph’s Mercy Medical

 

Hot Springs

 

AR

 

(3)

486

 

4,377

 

 

4,863

 

218

 

Texas Instruments

 

Tucson

 

AZ

 

15,000

 

1,286

 

27,189

 

 

28,475

 

1,296

 

Tractor Supply

 

Dubois

 

PA

 

 

(3)

237

 

2,130

 

 

2,366

 

136

 

Tractor Supply

 

Lewisburg

 

WV

 

 

(3)

479

 

1,918

 

 

2,397

 

109

 

Tractor Supply

 

Elizabethville

 

PA

 

 

(3)

228

 

2,050

 

 

2,278

 

124

 

Tractor Supply

 

Mansfield

 

PA

 

 

(3)

234

 

2,107

 

 

2,342

 

127

 

Tractor Supply II

 

Marksville

 

LA

 

 

(4)

203

 

1,831

 

 

2,034

 

91

 

Tractor Supply II

 

Demopolis

 

AL

 

 

(9)

111

 

2,102

 

 

2,213

 

93

 

Tractor Supply II

 

New Boston

 

TX

 

 

(9)

325

 

1,839

 

 

2,163

 

81

 

Tractor Supply III

 

Sonora

 

CA

 

 

(4)

1,052

 

3,157

 

 

4,209

 

135

 

Tractor Supply IV

 

Kalamazoo

 

MI

 

 

 

1,380

 

 

1,380

 

33

 

Trader Joe’s

 

Portland

 

ME

 

 

 

4,672

 

 

4,672

 

164

 

Verizon

 

Harmans

 

MD

 

 

(10)

5,632

 

5,632

 

 

11,264

 

115

 

Wal-Mart

 

Blytheville

 

AR

 

 

(7)

1,093

 

9,837

 

 

10,930

 

456

 

Wal-Mart II

 

Edensburg

 

PA

 

 

475

 

9,018

 

 

9,493

 

370

 

Walgreens

 

Sealy

 

TX

 

1,550

 

515

 

2,918

 

 

3,433

 

303

 

Walgreens II

 

Byram

 

MS

 

3,000

 

1,973

 

2,960

 

 

4,933

 

200

 

Walgreens III

 

LeRoy

 

NY

 

 

(1)

439

 

3,955

 

 

4,395

 

253

 

Walgreens IV

 

Grand Rapids

 

MN

 

 

(3)

1,135

 

4,542

 

 

5,677

 

258

 

 

43



 

 

 

 

 

 

 

 

 

Initial Costs

 

 

 

Gross Amount

 

 

 

Property

 

City

 

State

 

Encumbrances at
December 31,
2011

 

Land

 

Buildings
and
Fixtures

 

Adjustment
to Basis

 

Carried at
December 31,
2011

 

Accumulated
Depreciation

 

Walgreens V

 

Mount Pleasant

 

MI

 

 

(3)

835

 

3,339

 

 

4,173

 

178

 

Walgreens VI

 

Princeton

 

IN

 

3,013

 

713

 

4,040

 

 

4,753

 

186

 

Walgreens VI

 

Louisville

 

KY

 

3,674

 

2,662

 

3,253

 

 

5,915

 

150

 

Walgreens VI

 

Louisville

 

KY

 

3,266

 

1,839

 

3,415

 

 

5,254

 

158

 

Walgreens VI

 

Louisville

 

KY

 

3,061

 

1,718

 

3,190

 

 

4,908

 

147

 

Walgreens VI

 

Mayfield

 

KY

 

2,996

 

1,204

 

3,613

 

 

4,817

 

167

 

Walgreens VI

 

Radcliff

 

KY

 

3,257

 

1,835

 

3,407

 

 

5,242

 

157

 

Walgreens VI

 

Huntington

 

WV

 

3,633

 

1,178

 

4,713

 

 

5,891

 

217

 

Walgreens VII

 

Conway

 

SC

 

 

(4)

 

2,440

 

 

2,440

 

104

 

Walgreens VIII

 

Angola

 

NY

 

 

737

 

2,948

 

 

3,685

 

157

 

Walgreens VIII

 

Auburn

 

NY

 

2,978

 

542

 

4,880

 

 

5,422

 

262

 

Walgreens VIII

 

Greece

 

NY

 

3,463

 

1,297

 

5,190

 

 

6,487

 

278

 

Walgreens VIII

 

Greece

 

NY

 

2,102

 

 

3,895

 

 

3,895

 

201

 

Walgreens VIII

 

Irondequoit

 

NY

 

4,901

 

424

 

3,813

 

 

4,236

 

205

 

Walgreens VIII

 

Orchard Park

 

NY

 

3,309

 

615

 

5,532

 

 

6,147

 

296

 

Walgreens VIII

 

Penn Yan

 

NY

 

4,338

 

567

 

3,212

 

 

3,779

 

172

 

Walgreens VIII

 

Plattsburgh

 

NY

 

3,740

 

1,048

 

5,940

 

 

6,989

 

317

 

Walgreens VIII

 

Syracuse

 

NY

 

3,628

 

1,346

 

5,385

 

 

6,731

 

288

 

Walgreens IX

 

Martinsville

 

VA

 

 

(6)

237

 

4,496

 

 

4,733

 

225

 

Walgreens X

 

Ottumwa

 

IA

 

 

(6)

183

 

3,470

 

 

3,653

 

156

 

Walgreens X

 

Mansfield

 

OH

 

(6)

397

 

3,576

 

 

3,973

 

161

 

Walgreens XI

 

Amite

 

LA

 

 

(8)

431

 

3,878

 

 

4,309

 

155

 

Walgreens XII

 

Forest

 

MS

 

 

 

3,734

 

 

3,734

 

145

 

Walgreens XIII

 

Acworth

 

GA

 

 

1,483

 

2,754

 

 

4,236

 

96

 

Walgreens XIII

 

Lithia Springs

 

GA

 

 

632

 

3,581

 

 

4,213

 

125

 

Walgreens XIV

 

Morgan City

 

LA

 

 

520

 

2,946

 

 

3,466

 

88

 

Walgreens XV

 

Elkhart

 

IN

 

 

427

 

3,843

 

 

4,270

 

115

 

Walgreens XVI

 

Brooklyn

 

NY

 

 

3,404

 

6,321

 

 

9,725

 

190

 

Walgreens XVI

 

Brooklyn

 

NY

 

 

 

4,556

 

 

4,556

 

137

 

Walgreens XVI

 

Queens

 

NY

 

 

 

4,862

 

 

4,862

 

146

 

Walgreens XVI

 

Flushing

 

NY

 

 

6,390

 

6,390

 

 

12,781

 

192

 

Walgreens XVI

 

Flushing

 

NY

 

 

 

4,535

 

 

4,535

 

136

 

Walgreens XVI

 

Patchogue

 

NY

 

 

1,708

 

6,834

 

 

8,542

 

205

 

Wawa

 

Allentown

 

PA

 

 

(6)

2,791

 

6,513

 

 

9,304

 

353

 

Wawa

 

Yorktown

 

VA

 

 

(6)

1,544

 

4,631

 

 

6,175

 

251

 

Whirlpool

 

Iowa City

 

IA

 

 

(10)

2,559

 

14,500

 

 

17,058

 

590

 

Whirlpool II

 

Marion

 

OH

 

 

1,013

 

19,239

 

 

20,252

 

196

 

Wrangler

 

El Paso

 

TX

 

 

(10)

1,549

 

13,942

 

 

15,491

 

567

 

Encumbrances allocated based on notes below

 

 

 

 

 

207,052

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

673,978

 

$

325,458

 

$

1,528,962

 

$

 

$

1,854,420

 

$

80,899

 

 


(1)                 These properties collateralize a $6.5 million mortgage note payable of which $6.5 million was outstanding as of December 31, 2011.

(2)                 These properties collateralize a $19.6 million mortgage note payable of which $19.6 million was outstanding as of December 31, 2011.

(3)                 These properties collateralize a $24.7 million mortgage note payable of which $24.7 million was outstanding as of December 31, 2011.

(4)                 These properties collateralize a $51.6 million mortgage note payable of which $51.6 million was outstanding as of December 31, 2011.

(5)                 These properties collateralize a $11.4 million mortgage note payable of which $11.4 million was outstanding as of December 31, 2011.

(6)                 These properties collateralize a $17.6 million mortgage note payable of which $17.6 million was outstanding as of December 31, 2011.

(7)                 These properties collateralize a $11.5 million mortgage note payable of which $11.5 million was outstanding as of December 31, 2011.

(8)                 These properties collateralize a $5.6 million mortgage note payable of which $5.6 million was outstanding as of December 31, 2011.

(9)                 These properties collateralize a $14.7 million mortgage note payable of which $14.7 million was outstanding as of December 31, 2011.

(10)             These properties collateralize a $43.8 million mortgage note payable of which $43.8 million was outstanding as of December 31, 2011.

 

44


 


 

Each location is a single tenant, freestanding property. Each of our properties has a depreciable life of 40 years. Acquired intangibles in the amount of $271.8 million are not allocated to individual properties as reflected in the table above. The accumulated depreciation column excludes $20.7 million of amortization associated with acquired intangible lease assets.

 

A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2011, 2010 and 2009 (amounts in thousands):

 

 

 

Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

Real estate investments, at cost:

 

 

 

 

 

 

 

Balance at beginning of year

 

$

774,400

 

$

299,718

 

$

148,322

 

Additions- acquisitions and improvements

 

1,080,640

 

475,436

 

151,396

 

Deductions- cost of real estate sold

 

(620

)

(754

)

 

Balance at end of the year

 

$

1,854,420

 

$

774,400

 

$

299,718

 

Accumulated depreciation and amortization:

 

 

 

 

 

 

Balance at beginning of year

 

$

26,263

 

$

9,115

 

$

2,534

 

Depreciation expense

 

54,683

 

17,200

 

6,581

 

Real estate sold

 

(47

)

(52

)

 

Balance at end of the year

 

$

80,899

 

$

26,263

 

$

9,115

 

 

45