Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - Cole Credit Property Trust Inc | ccpt63013ex311.htm |
| EX-31.2 - EXHIBIT 31.2 - Cole Credit Property Trust Inc | ccpt63013ex312.htm |
| EXCEL - IDEA: XBRL DOCUMENT - Cole Credit Property Trust Inc | Financial_Report.xls |
| EX-32.1 - EXHIBIT 32.1 - Cole Credit Property Trust Inc | ccpt63013ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
Form 10-Q
_____________________________________
ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2013
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-51962
_____________________________________
COLE CREDIT PROPERTY TRUST, INC.
(Exact name of registrant as specified in its charter)
_____________________________________
Maryland | 20-0939158 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
2325 East Camelback Road, Suite 1100 Phoenix, Arizona, 85016 | (602) 778-8700 | |
(Address of principal executive offices; zip code) | (Registrant’s telephone number, including area code) | |
Not Applicable
(former name, former address and former fiscal year, if changed since last report)
_____________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ý | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
As of August 9, 2013, there were 10,090,951 shares of common stock, par value of $0.01, of Cole Credit Property Trust, Inc. outstanding.
COLE CREDIT PROPERTY TRUST, INC.
INDEX
2
PART I
FINANCIAL INFORMATION
Item 1. | Financial Statements |
COLE CREDIT PROPERTY TRUST, INC.
CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEETS
(in thousands, except share and per share amounts)
June 30, 2013 | December 31, 2012 | ||||||
ASSETS | |||||||
Investment in real estate assets: | |||||||
Land | $ | 43,175 | $ | 42,017 | |||
Buildings and improvements, less accumulated depreciation of $24,237 and $22,684, respectively | 80,146 | 76,943 | |||||
Acquired intangible lease assets, less accumulated amortization of $12,095 and $11,342, respectively | 8,891 | 8,795 | |||||
Total investment in real estate assets, net | 132,212 | 127,755 | |||||
Cash and cash equivalents | 448 | 7,788 | |||||
Restricted cash | 2,179 | 2,073 | |||||
Rents and tenant receivables, prepaid expenses and other assets | 1,195 | 1,402 | |||||
Deferred financing costs, less accumulated amortization of $1,939 and $1,662, respectively | 1,090 | 1,367 | |||||
Total assets | $ | 137,124 | $ | 140,385 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Notes payable | $ | 85,964 | $ | 86,322 | |||
Accounts payable and accrued expenses | 598 | 769 | |||||
Due to affiliates | 146 | 32 | |||||
Acquired below market lease intangibles, less accumulated amortization of $1,704 and $1,604, respectively | 493 | 593 | |||||
Distributions payable | 415 | 427 | |||||
Deferred rent | 285 | 592 | |||||
Total liabilities | 87,901 | 88,735 | |||||
Commitments and contingencies | |||||||
STOCKHOLDERS’ EQUITY: | |||||||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding | — | — | |||||
Common stock, $0.01 par value; 90,000,000 shares authorized, 10,090,951 shares issued and outstanding | 101 | 101 | |||||
Capital in excess of par value | 90,424 | 90,424 | |||||
Accumulated distributions in excess of earnings | (41,302 | ) | (38,875 | ) | |||
Total stockholders’ equity | 49,223 | 51,650 | |||||
Total liabilities and stockholders’ equity | $ | 137,124 | $ | 140,385 | |||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
3
COLE CREDIT PROPERTY TRUST, INC.
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenues: | |||||||||||||||
Rental and other property income | $ | 3,244 | $ | 3,093 | $ | 6,431 | $ | 6,240 | |||||||
Tenant reimbursement income | 80 | 101 | 200 | 206 | |||||||||||
Total revenue | 3,324 | 3,194 | 6,631 | 6,446 | |||||||||||
Expenses: | |||||||||||||||
General and administrative expenses | 215 | 167 | 423 | 367 | |||||||||||
Property operating expenses | 150 | 162 | 304 | 312 | |||||||||||
Property management expenses | 103 | 98 | 200 | 197 | |||||||||||
Acquisition related expenses | 230 | — | 324 | — | |||||||||||
Depreciation | 784 | 759 | 1,553 | 1,517 | |||||||||||
Amortization | 378 | 370 | 750 | 739 | |||||||||||
Total operating expenses | 1,860 | 1,556 | 3,554 | 3,132 | |||||||||||
Operating income | 1,464 | 1,638 | 3,077 | 3,314 | |||||||||||
Interest expense, net | (1,508 | ) | (1,585 | ) | (3,001 | ) | (3,205 | ) | |||||||
(Loss) income from continuing operations | (44 | ) | 53 | 76 | 109 | ||||||||||
Income from discontinued operations | — | 33 | — | 67 | |||||||||||
Net (loss) income | $ | (44 | ) | $ | 86 | $ | 76 | $ | 176 | ||||||
Weighted average number of common shares outstanding: | |||||||||||||||
Basic and diluted | 10,090,951 | 10,090,951 | 10,090,951 | 10,090,951 | |||||||||||
(Loss) income from continuing operations per common share: | |||||||||||||||
Basic and diluted | $ ( | 0.00 | ) | $ | 0.01 | $ | 0.01 | $ | 0.01 | ||||||
Income from discontinued operations per common share: | |||||||||||||||
Basic and diluted | $ | — | $ | 0.00 | $ | — | $ | 0.01 | |||||||
Net (loss) income per common share: | |||||||||||||||
Basic and diluted | $ ( | 0.00 | ) | $ | 0.01 | $ | 0.01 | $ | 0.02 | ||||||
Distributions declared per common share | $ | 0.12 | $ | 0.12 | $ | 0.25 | $ | 0.25 | |||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
4
COLE CREDIT PROPERTY TRUST, INC.
CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
Common Stock | Capital in Excess of Par Value | Accumulated Distributions in Excess of Earnings | Total Stockholders’ Equity | |||||||||||||||
Number of Shares | Par Value | |||||||||||||||||
Balance, January 1, 2013 | 10,090,951 | $ | 101 | $ | 90,424 | $ | (38,875 | ) | $ | 51,650 | ||||||||
Distributions | — | — | — | (2,503 | ) | (2,503 | ) | |||||||||||
Net income | — | — | — | 76 | 76 | |||||||||||||
Balance, June 30, 2013 | 10,090,951 | $ | 101 | $ | 90,424 | $ | (41,302 | ) | $ | 49,223 | ||||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
5
COLE CREDIT PROPERTY TRUST, INC.
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended June 30, | |||||||
2013 | 2012 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 76 | $ | 176 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation | 1,553 | 1,684 | |||||
Amortization of intangible lease assets and below market lease intangibles, net | 653 | 781 | |||||
Amortization of deferred financing costs | 277 | 261 | |||||
Changes in assets and liabilities: | |||||||
Rents and tenant receivables, prepaid expenses and other assets | 207 | 15 | |||||
Accounts payable and accrued expenses | (204 | ) | (237 | ) | |||
Deferred rent | (307 | ) | (211 | ) | |||
Due to affiliates | 114 | (4 | ) | ||||
Net cash provided by operating activities | 2,369 | 2,465 | |||||
Cash flows from investing activities: | |||||||
Investment in real estate assets and other capital expenditures | (6,730 | ) | — | ||||
Change in restricted cash | (106 | ) | (249 | ) | |||
Net cash used in investing activities | (6,836 | ) | (249 | ) | |||
Cash flows from financing activities: | |||||||
Distributions to investors | (2,515 | ) | (2,524 | ) | |||
Repayment of notes payable | (358 | ) | (3,648 | ) | |||
Deferred financing costs paid | — | (21 | ) | ||||
Net cash used in financing activities | (2,873 | ) | (6,193 | ) | |||
Net decrease in cash and cash equivalents | (7,340 | ) | (3,977 | ) | |||
Cash and cash equivalents, beginning of period | 7,788 | 5,481 | |||||
Cash and cash equivalents, end of period | $ | 448 | $ | 1,504 | |||
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | |||||||
Distributions declared and unpaid | $ | 415 | $ | 414 | |||
Accrued capital expenditures | $ | 33 | $ | — | |||
Supplemental Cash Flow Disclosures: | |||||||
Interest paid | $ | 2,745 | $ | 3,462 | |||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
6
COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
June 30, 2013
NOTE 1 — ORGANIZATION AND BUSINESS
Cole Credit Property Trust, Inc. (the “Company”) is a Maryland corporation that was formed on March 29, 2004, which has elected to be taxed, and currently qualifies, as a real estate investment trust (“REIT”) for federal income tax purposes. Substantially all of the Company’s business is conducted through Cole Operating Partnership I, LP (“Cole OP I”), a Delaware limited partnership. The Company is the sole general partner of and owns a 99.99% partnership interest in Cole OP I. Cole REIT Advisors, LLC (“Cole Advisors”), the advisor to the Company, is the sole limited partner and owner of an insignificant noncontrolling partnership interest of less than 0.01% of Cole OP I. The Company is externally managed by Cole Advisors, which is indirectly owned by Cole Real Estate Investments, Inc. (NYSE: COLE) (“Cole”, formerly known as “Cole Credit Property Trust III, Inc.”), as a result of Cole acquiring Cole Holdings Corporation (“CHC”) on April 5, 2013 pursuant to a transaction whereby CHC merged with and into CREInvestments, LLC (“CREI”), a wholly-owned subsidiary of Cole. As a result of the merger, Cole Advisors is wholly-owned by CREI.
As of June 30, 2013, the Company owned 39 properties comprising 956,000 square feet of single-tenant retail and commercial space located in 19 states. As of June 30, 2013, these properties were 100% leased.
The Company’s stock is not currently listed on a national securities exchange. The Company may seek to list its shares of common stock for trading on a national securities exchange only if the board of directors of the Company believes listing would be in the best interest of its stockholders. The Company does not anticipate that there would be any market for its common stock until its shares are listed on a national securities exchange; however, the Company does not intend to list its shares of common stock at this time. In the event the Company does not obtain listing prior to February 1, 2016, its charter requires that it either: (1) seek stockholder approval of an extension or amendment of this listing deadline; or (2) seek stockholder approval to adopt a plan of liquidation.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting, including the instructions to Form 10-Q and Article 8 of Regulation S-X, and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2012 and related notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The condensed consolidated unaudited financial statements should also be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q.
The condensed consolidated unaudited financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
7
COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)
June 30, 2013
Investment in and Valuation of Real Estate Assets
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions.
The Company continues to monitor one property with a book value of $4.1 million for which it has identified impairment indicators and assessed the recoverability of the carrying amount of the property. For this property, the undiscounted future cash flows expected as a result of the use of the real estate assets and the eventual disposition of the asset continued to exceed its carrying amount as of June 30, 2013. Should the conditions related to this property, or any of the Company’s other properties, change, the underlying assumptions used to determine the expected undiscounted future cash flows may change and adversely affect the recoverability of the respective real estate assets’ carrying amounts. No impairment losses were recorded during the six months ended June 30, 2013 or 2012.
When developing estimates of expected future cash flows, the Company makes certain assumptions regarding future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, terminal capitalization and discount rates, the expected number of months it takes to re-lease the property, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in estimating expected future cash flows could result in a different determination of the property’s expected future cash flows and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the fair value of the real estate assets.
When a real estate asset is identified by the Company as held for sale, the Company ceases depreciation and amortization of the assets related to the property and estimates the fair value, net of selling costs. If, in management’s opinion, the fair value of the asset, net of selling costs, is less than the carrying amount of the asset, an adjustment to the carrying amount would be recorded to reflect the estimated fair value of the property. There were no assets identified as held for sale as of June 30, 2013 or December 31, 2012.
Allocation of Purchase Price of Real Estate Assets
Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and identified intangible assets and liabilities, consisting of the value of above market and below market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition related expenses are expensed as incurred. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and building). The Company obtains an independent appraisal for each real property acquisition. The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information.
8
COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)
June 30, 2013
The fair values of above market and below market lease intangibles are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) an estimate of fair market lease rates for the corresponding in-place leases, which is generally obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease including any bargain renewal periods, with respect to a below market lease. The above market and below market lease intangibles are capitalized as intangible lease assets or liabilities, respectively. Above market leases are amortized as a reduction to rental income over the remaining terms of the respective leases. Below market leases are amortized as an increase to rental income over the remaining terms of the respective leases, including any bargain renewal periods. In considering whether or not the Company expects a tenant to execute a bargain renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition, such as the financial strength of the tenant, remaining lease term, the tenant mix of the leased property, the Company’s relationship with the tenant and the availability of competing tenant space. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market or below market lease intangibles relating to that lease would be recorded as an adjustment to rental income.
The fair values of in-place leases include estimates of direct costs associated with obtaining a new tenant and opportunity costs associated with lost rental and other property income, which are avoided by acquiring a property with an in-place lease. Direct costs associated with obtaining a new tenant include commissions and other direct costs and are estimated in part by utilizing information obtained from independent appraisals and management’s consideration of current market costs to execute a similar lease. The intangible values of opportunity costs, which are calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease, are capitalized as intangible lease assets and are amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.
The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could impact the Company’s results of operations.
Discontinued Operations
Upon the disposal of a real estate asset or the determination of a real estate asset as being held for sale, the Company determines if the asset is considered a component of the Company. A component is comprised of operations and cash flows that can clearly be distinguished, operationally and for financial reporting purposes, from the rest of the Company. If the asset is considered a component of the Company, the results of operations and gains or losses on the sale of the component are required to be presented in discontinued operations if both of the following criteria are met: (1) the operations and cash flows of the asset have been (or will be) eliminated from the ongoing operations of the Company as a result of the disposal transaction and (2) the Company will not have any significant continuing involvement in the operations of the asset after the disposal transaction. Also, the prior period results of operations for the asset are reclassified and presented in discontinued operations in the prior condensed consolidated unaudited statements of operations.
Restricted Cash
As of June 30, 2013, $2.1 million was included in restricted cash, which was held by lenders in escrow accounts primarily for tenant and capital improvements, leasing commissions and repairs and maintenance for certain properties, in accordance with the respective lender’s loan agreement. In addition, as of June 30, 2013, the Company had $127,000 in restricted cash held by lenders in a lockbox account. As part of certain debt agreements, rents from the encumbered properties are deposited directly into a lockbox account, from which the monthly debt service payment is disbursed to the lender and the excess funds are disbursed to the Company.
Redemptions of Common Stock
The Company’s share redemption program provides that the Company’s board of directors must determine at the beginning of each fiscal year the maximum amount of shares that the Company may redeem during that year. The Company’s board of directors determined that no amounts are to be made available for redemption during the year ending December 31, 2013.
9
COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)
June 30, 2013
Reclassifications
Certain prior year balances have been reclassified in the condensed consolidated unaudited statements of operations to conform with the current year presentation of discontinued operations.
Recent Accounting Pronouncements
In February 2013, the U.S. Financial Accounting Standards Board issued Accounting Standards Update, 2013-02 Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”), which amends the reporting requirements for comprehensive income pertaining to the reclassification of items out of accumulated other comprehensive income. ASU 2013-02 was effective for the Company beginning January 1, 2013. The adoption of ASU 2013-02 did not have a material impact on the Company’s condensed consolidated unaudited financial statements because the Company did not have items of other comprehensive income.
NOTE 3 — FAIR VALUE MEASUREMENTS
GAAP defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows:
Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).
Level 3 – Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability.
The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities:
Cash and cash equivalents and restricted cash – The Company considers the carrying values of these financial assets to approximate fair value because of the short period of time between their origination and their expected realization.
Notes payable and lines of credit – The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. The estimated fair value of the Company's debt was $89.2 million and $89.6 million as of June 30, 2013 and December 31, 2012, respectively, compared to the carrying value of $86.0 million and $86.3 million as of June 30, 2013 and December 31, 2012, respectively. The fair value of the Company’s notes payable and lines of credit is estimated using Level 2 inputs.
Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize, or be liable for, on disposition of the financial assets and liabilities. As of June 30, 2013, there have been no transfers of financial assets or liabilities between levels.
10
COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)
June 30, 2013
NOTE 4 — REAL ESTATE ACQUISITIONS
During the six months ended June 30, 2013, the Company acquired a 100% interest in three commercial properties for an aggregate purchase price of $6.7 million (the “2013 Acquisitions”). The Company purchased the 2013 Acquisitions with net cash proceeds from the sale of five properties during the year ended December 31, 2012. The Company allocated the purchase price of the 2013 Acquisitions to the fair value of the assets acquired. The following table summarizes the purchase price allocations (in thousands):
June 30, 2013 | ||||
Land | $ | 1,158 | ||
Building and improvements | 4,723 | |||
Acquired in-place leases | 732 | |||
Acquired above market leases | 117 | |||
Total purchase price | $ | 6,730 | ||
The Company recorded revenue for the three and six months ended June 30, 2013 of $100,000 and $133,000, respectively, and a net loss of $166,000 and $221,000, respectively, related to the 2013 Acquisitions. In addition, the Company recorded $230,000 and $324,000 of acquisition related expenses for the three and six months ended June 30, 2013, respectively.
The following table summarizes selected financial information of the Company as if the 2013 Acquisitions were completed on January 1, 2012 for each period presented below. The table below presents the Company’s estimated revenue and net income, on a pro forma basis, for the three and six months ended June 30, 2013 and 2012 (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
Pro forma basis: | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenue | $ | 3,374 | $ | 3,755 | $ | 6,798 | $ | 7,567 | ||||||||
Net income | $ | 206 | $ | 168 | $ | 481 | $ | 51 | ||||||||
The pro forma information for the three and six months ended June 30, 2013 was adjusted to exclude acquisition related expenses recorded during such period relating to the 2013 Acquisitions. These expenses were recognized in the pro forma information for the six months ended June 30, 2012. The pro forma revenue presented for the three and six months ended June 30, 2012 includes revenue related to properties sold in 2012, as discussed in Note 5 below. The pro forma information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of 2012, nor does it purport to represent the results of future operations.
NOTE 5 — DISCONTINUED OPERATIONS
During the year ended December 31, 2012, the Company sold five properties (the “2012 Sold Properties”) for an aggregate sales price of $23.0 million. Upon completion of the sales, $14.9 million in loans collateralized by these properties were assumed by the respective buyers. No disposition fees were paid to Cole Advisors or its affiliates in connection with the 2012 Sold Properties.
The 2012 Sold Properties resulted in net cash proceeds of $7.4 million and a gain of $3.7 million. Revenue related to the 2012 Sold Properties was $410,000 and $821,000, respectively, for the three and six months ended June 30, 2012. Results of the 2012 Sold Properties have been presented as discontinued operations in the Company’s condensed consolidated unaudited statements of operations for the three and six months ended June 30, 2012. Subsequent to the sales, the Company had no continuing involvement with the properties.
As of the respective closing dates of the 2012 Sold Properties, the major classes of assets and liabilities of these properties included net total investment in real estate assets of $18.5 million and mortgage notes payable of $14.9 million. In connection with the 2012 Sold Properties, $91,000 of deferred financing costs were written off as a reduction in the gain on sale.
11
COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)
June 30, 2013
NOTE 6 — NOTES PAYABLE AND LINES OF CREDIT
As of June 30, 2013, the Company had $86.0 million of mortgage notes payable outstanding, consisting of $80.0 million with fixed interest rates (the “Fixed Rate Notes”) and $6.0 million under one note payable with a variable interest rate (the “Variable Rate Note”). The Fixed Rate Notes have interest rates ranging from 5.27% to 6.96%, with a weighted average interest rate of 6.53%, and mature on various dates from March 2014 through September 2017, with a weighted average remaining term of 2.0 years. The Variable Rate Note had an interest rate of 2.60% at June 30, 2013 and matures in December 2015. In addition, as of June 30, 2013, the Company had no amounts outstanding on its two lines of credit with affiliates of Cole Advisors, which had total available borrowings of $2.9 million. During the six months ended June 30, 2013, the maturity dates on both of these lines of credit were extended from March 31, 2013 to March 31, 2014. Both of these lines of credit bear fixed interest rates of 5.75%. During the six months ended June 30, 2013, the Company paid $358,000 of monthly principal payments.
Each of the mortgage notes payable and lines of credit are secured by the respective properties and their related leases on which the debt was placed. The mortgage notes and lines of credit are generally non-recourse to the Company and Cole OP I, but both are liable for customary non-recourse carve-outs. The mortgage notes payable and lines of credit contain customary default provisions. Generally, upon the occurrence of an event of default, interest on the mortgage notes will accrue at an annual default interest rate equal to the lesser of (1) the maximum rate permitted by applicable law or (2) the then-current interest rate plus a percentage specified in the respective loan agreement. Certain mortgage notes payable contain customary affirmative, negative and financial covenants, such as requirements for minimum net worth, debt service coverage ratios, limitations on leverage ratios and variable rate debt. Based on the Company’s analysis and review of its results and related requirements, the Company believes it was in compliance with the covenants of such mortgage notes payable as of June 30, 2013.
In the event that a mortgage note is not paid off on the respective maturity date, certain mortgage notes include hyper-amortization provisions. Under the hyper-amortization provisions, the individual mortgage note maturity date will be extended by 20 years. During the hyper-amortization period, the lender will apply 100% of the rents collected from the property collateralizing the note to the following items in the order indicated: (1) payment of accrued interest at the original fixed interest rate, (2) all payments for escrow or reserve accounts, (3) any operating expenses of the property pursuant to an approved annual budget and (4) any extraordinary operating or capital expenses. The balance of the rents collected will be applied to the following items in such order as the lender may determine: (1) any other amounts due in accordance with the loan document, (2) the reduction of the principal balance of the mortgage note and (3) interest accrued at the “Revised Interest Rate” but not previously paid. As used herein, the Revised Interest Rate means an interest rate equal to the greater of (i) the initial fixed interest rate as stated in the loan agreement plus 2.0% per annum or (ii) the then current Treasury Constant Maturity Yield Index, as defined in the loan agreement, plus 2.0% per annum. As of June 30, 2013, the Company did not have any amounts outstanding under notes payable that were extended with hyper-amortization provisions. As of June 30, 2012, the Company had $4.3 million outstanding under one note payable that was extended with hyper-amortization provisions.
NOTE 7 — COMMITMENTS AND CONTINGENCIES
Litigation
In the ordinary course of business, the Company may become subject to litigation or claims. The Company is not aware of any pending legal proceedings of which the outcome is reasonably possible to have a material effect on its results of operations, financial condition or liquidity.
Environmental Matters
In connection with the ownership and operation of real estate, the Company potentially may be liable for costs and damages related to environmental matters. The Company carries environmental liability insurance on its properties that provides limited coverage for remediation liability and pollution liability for third-party bodily injury and property damage claims. The Company is not aware of any environmental condition that it believes will have a material effect on its results of operations, financial condition or liquidity.
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COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)
June 30, 2013
NOTE 8 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS
Certain affiliates of the Company’s advisor received fees and compensation in connection with the Company’s private placement of shares of its common stock. Certain affiliates of the Company’s advisor have received, and may continue to receive, fees and compensation in connection with the acquisition, financing, management and disposition of the assets of the Company. Other transactions may result in the receipt of commissions, fees and other compensation by Cole Advisors and its affiliates, including subordinated participation in net sale proceeds and subordinated performance fees.
If Cole Advisors provides substantial services, as determined by the Company, in connection with the origination or refinancing of any debt financing obtained by the Company that is used 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 Cole Advisors a financing coordination fee equal to 1% of the amount available under such financing; provided, however, that Cole Advisors shall not be entitled to a financing coordination fee in connection with the refinancing of any loan secured by any particular property that was previously subject to a refinancing in which Cole Advisors received such a fee. Financing coordination fees payable on loan proceeds from permanent financing will be paid to Cole Advisors as the Company acquires such permanent financing. However, no fees will be paid on loan proceeds from any lines of credit until such time as all net offering proceeds have been invested by the Company. No such fees were incurred by the Company during the six months ended June 30, 2013 and 2012.
The Company paid, and expects to continue to pay, Cole Realty Advisors, Inc. (“Cole Realty”), its property manager and an affiliate of the Company's advisor, fees for the management and leasing of the Company’s properties. Property management fees are equal to 3% of gross revenues, and leasing fees are at prevailing market rates, not to exceed the greater of $4.50 per square foot or 7.5% of the total lease obligation. During the three and six months ended June 30, 2013, the Company incurred $103,000 and $200,000, respectively, for property management fees. During the three and six months ended June 30, 2012, the Company incurred $111,000 and $223,000, respectively, for property management fees, of which $13,000 and $26,000, respectively, were included within discontinued operations.
Cole Realty, or its affiliates, also receives acquisition and advisory fees of up to 3% of the contract purchase price of each property. During the three and six months ended June 30, 2013, the Company incurred $149,000 and $202,000, respectively, for acquisition fees. No such fees were incurred by the Company during the three and six months ended June 30, 2012.
The Company is obligated to pay Cole Advisors an annualized asset management fee of up to 0.25% of the aggregate asset value of the Company’s assets. Pursuant to a waiver of the fee by Cole Advisors, no asset management fees were incurred by the Company during the six months ended June 30, 2013 or 2012. The Company is not obligated to pay any amounts for such periods. However, Cole Advisors may elect to charge asset management fees in future periods up to the 0.25% fee.
If Cole Advisors, or its affiliates, provides a substantial amount of services, as determined by the Company, in connection with the sale of one or more properties, the Company will pay Cole Advisors an amount up to 3% of the contract price of each asset sold. In no event will the combined disposition fee paid to Cole Advisors, its affiliates and unaffiliated third parties exceed the reasonable, customary and competitive amount for such services. In addition, after investors have received a return of their net capital contributions and a 7.5% annual cumulative, non-compounded return, then Cole Advisors is entitled to receive 20% of the remaining net sale proceeds. No such fees were incurred by the Company during the six months ended June 30, 2013 or 2012 relating to the sale of properties.
In the event the Company’s common stock is listed in the future on a national securities exchange, a subordinated incentive listing fee equal to 20% of the amount by which the market value of the Company’s outstanding stock plus all distributions paid by the Company prior to listing exceeds the sum of the total amount of capital raised from investors and the amount of cash flow necessary to generate a 7.5% annual cumulative, non-compounded return to investors, will be paid to Cole Advisors.
The Company may reimburse Cole Advisors for expenses it incurs in connection with its provision of administrative services, including related personnel costs. The Company does not reimburse for personnel costs in connection with services for which Cole Advisors receives acquisition or disposition fees. Pursuant to a waiver by Cole Advisors, no such costs were incurred by the Company during the six months ended June 30, 2013 or 2012.
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COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)
June 30, 2013
As of June 30, 2013, the Company had available borrowings of $2.9 million related to its two lines of credit with affiliates of Cole Advisors; however, no amounts were outstanding under these lines of credit. Both of the lines of credit mature on March 31, 2014 and bear fixed interest rates of 5.75%. No financing coordination fee was paid, or will be paid, to Cole Advisors or its affiliates in connection with the lines of credit. During the six months ended June 30, 2013, no interest expense related to the aforementioned lines of credit was incurred. During the three and six months ended June 30, 2012, $28,000 and $56,000, respectively, of interest expense related to the aforementioned lines of credit was incurred.
In addition, as of June 30, 2013 and December 31, 2012, $146,000 and $32,000, respectively, had been incurred primarily for services relating to the management and acquisition of the Company's properties by Cole Advisors and its affiliates, but had not yet been reimbursed by the Company and were included in due to affiliates on the condensed consolidated unaudited balance sheets.
NOTE 9 — ECONOMIC DEPENDENCY
Under various agreements, the Company has engaged or will engage Cole Advisors 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 issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon Cole Advisors and its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services.
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Item 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated unaudited financial statements, the notes thereto, and the other unaudited financial data included in this Quarterly Report on Form 10-Q. The following discussion should also be read in conjunction with our audited consolidated financial statements, and the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2012. The terms “we,” “us,” “our” and the “Company” refer to Cole Credit Property Trust, Inc. and unless otherwise defined herein, capitalized terms used herein shall have the same meanings as set forth in our condensed consolidated unaudited financial statements and the notes thereto.
Forward-Looking Statements
Except for historical information, this section contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including discussion and analysis of our financial condition and our subsidiaries, our anticipated capital expenditures, amounts of anticipated cash distributions to our stockholders in the future and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on their knowledge and understanding of our business and industry. Words such as “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” or comparable words, variations and similar expressions are intended to identify forward-looking statements. All statements not based on historical fact are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or implied in the forward-looking statements.
Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Investors are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this Quarterly Report on Form 10-Q. We make no representation or warranty (expressed or implied) about the accuracy of any such forward looking statements contained in this Quarterly Report on Form 10-Q. Additionally, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Factors that could cause actual results to differ materially from any forward-looking statements made in this Quarterly Report on Form 10-Q include, among others, changes in general economic conditions, changes in real estate conditions, construction costs that may exceed estimates, construction delays, increases in interest rates, lease-up risks, rent relief, inability to obtain new tenants upon the expiration or termination of existing leases, inability to obtain financing or refinance existing debt and the potential need to fund tenant improvements or other capital expenditures out of operating cash flows.
Management’s discussion and analysis of financial condition and results of operations are based upon our condensed consolidated unaudited financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
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Overview
We were formed on March 29, 2004, to acquire and operate commercial real estate primarily consisting of net leased, freestanding, single tenant, income-generating retail and commercial properties located throughout the United States. We have no paid employees and are externally advised and managed by our advisor. We elected to be taxed, and currently qualify, as a REIT for federal income tax purposes.
Our operating results and cash flows are primarily influenced by rental income from our commercial properties and interest expense on our property-secured indebtedness. Rental and other property income accounted for 98% and 97% of total revenue during the three and six months ended June 30, 2013, respectively, and accounted for 97% of total revenue during each of the three and six months ended June 30, 2012. As 100% of our rentable square feet is under lease, with a weighted average remaining lease term of 7.1 years, we believe our exposure to changes in commercial rental rates on our portfolio is substantially mitigated, except for vacancies caused by tenant bankruptcies or other factors. Our advisor regularly monitors the creditworthiness of our tenants by reviewing the tenant’s financial results, credit rating agency reports, when available, on the tenant or guarantor, the operating history of the property with such tenant, the tenant’s market share and track record within its industry segment, the general health and outlook of the tenant’s industry segment, and other information for changes and possible trends. If our advisor identifies significant changes or trends that may adversely affect the creditworthiness of a tenant, it will gather a more in-depth knowledge of the tenant’s financial condition and, if necessary, attempt to mitigate the tenant credit risk by evaluating the possible sale of the property, or identifying a possible replacement tenant should the current tenant fail to perform on the lease.
As of June 30, 2013, the debt leverage ratio of our portfolio, which is the ratio of debt to total gross real estate assets, net of gross intangible lease liabilities, was 52%, with 7% of the debt, or $6.0 million, subject to a variable interest rate. If we acquire additional commercial real estate or refinance our debt upon maturity, we will be subject to changes in interest rates. We manage our interest rate risk by monitoring the interest rate environment in connection with our future property acquisitions, when applicable, or upcoming debt maturities to determine the appropriate financing or refinancing terms, which may include fixed rate loans, variable rate loans or interest rate hedges. See our contractual obligations table in the section captioned “Liquidity and Capital Resources—Long-term Liquidity and Capital Resources.”
Recent Market Conditions
Beginning in late 2007, domestic and international financial markets experienced significant disruptions that were brought about in large part by challenges in the global banking system. These disruptions severely impacted the availability of credit and contributed to rising costs associated with obtaining credit. Financial conditions affecting commercial real estate have improved and continue to improve, as low treasury rates and increased lending from banks, insurance companies and commercial mortgage backed securities (“CMBS”) conduits have put downward pressure on mortgage rates. Nevertheless, the lending market remains sensitive to the macro environment, such as Federal Reserve policy, market sentiment or regulatory factors affecting the banking and CMBS industries. While we expect that financial conditions will remain favorable, if they were to deteriorate we may experience more stringent lending criteria, which may affect our ability to finance certain property acquisitions or refinance any debt at maturity. Additionally, for properties for which we are able to obtain financing, the interest rates and other terms on such loans may be unacceptable. We expect to manage the current mortgage lending environment by considering alternative lending sources, including the securitization of debt, utilizing fixed rate loans, borrowings on our lines of credit, short-term variable rate loans, assuming existing mortgage loans in connection with property acquisitions, entering into interest rate lock or swap agreements, or completing any combination of the foregoing.
Commercial real estate fundamentals continue to strengthen, as a moderate pace of job creation has supported gains in office absorption, retail sales and warehouse distribution. Although construction activity has increased, it remains near historic lows; as a result, incremental demand growth has helped to reduce vacancy rates and support modest rental growth. Improving fundamentals have resulted in gains in property values; however, in many markets property values, occupancy and rental rates continue to be below those previously experienced before the economic downturn. As of June 30, 2013, 100% of our rentable square feet was under lease and we expect that occupancy will remain high as the real estate recovery continues. However, if recent improvements in the economy reverse course, we may experience vacancies or be required to reduce rental rates on occupied space. If we do experience vacancies, Cole Advisors will actively seek to lease our vacant space; nevertheless, such space may be leased at lower rental rates and for shorter lease terms than our current leases provide.
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Results of Operations
Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012
Revenue - Revenue increased $129,000, or 4%, to $3.3 million for the three months ended June 30, 2013, compared to $3.2 million for the three months ended June 30, 2012. The increase was primarily due to the acquisition of three properties subsequent to June 30, 2012. Our revenue primarily consisted of rental income from net leased commercial properties, which accounted for 98% and 97% of total revenue during the three months ended June 30, 2013 and 2012, respectively.
General and Administrative Expenses - General and administrative expenses increased $48,000, or 29%, to $215,000 for the three months ended June 30, 2013, compared to $167,000 for the three months ended June 30, 2012. The increase was primarily due to an increase in proxy fees, director and officer insurance premiums and state income taxes for the three months ended June 30, 2013. Our primary general and administrative expense items are legal and accounting fees, state franchise and income taxes, transfer agent fees and license and other fees.
Property Operating Expenses - Property operating expenses decreased $12,000, or 7%, to $150,000 for the three months ended June 30, 2013, compared to $162,000 for the three months ended June 30, 2012. The decrease was primarily due to a decrease in property repairs and maintenance for the three months ended June 30, 2013. Our primary property operating expenses are property taxes, insurance, and property repairs and maintenance.
Property Management Expenses - Property management expenses increased $5,000, or 5%, to $103,000 for the three months ended June 30, 2013, compared to $98,000 for the three months ended June 30, 2012. Pursuant to the property management agreement with our property manager, we are required to pay our property manager a property management fee in an amount of 3% of gross revenues. The increase in our property management fees was primarily due to an increase in our rental and tenant reimbursement income related to the three properties acquired subsequent to June 30, 2012.
Acquisition Expenses - Acquisition expenses for the three months ended June 30, 2013 were $230,000, resulting from the acquisition of two properties during the quarter. There were no acquisition expenses for the three months ended June 30, 2012.
Depreciation and Amortization Expenses - Depreciation and amortization expenses remained relatively constant, increasing to $1.2 million for the three months ended June 30, 2013 from $1.1 million for the three months ended June 30, 2012. The increase is related to the acquisition of three properties subsequent to June 30, 2012.
Net Interest Expense - Net interest expense decreased $77,000, or 5%, to $1.5 million for the three months ended June 30, 2013, compared to $1.6 million for the three months ended June 30, 2012. The decrease was primarily due to the refinancing of one note payable during the year ended December 31, 2012, which decreased the interest rate to 2.6% from 8.68%.
Income from Discontinued Operations - There was no income from discontinued operations for the three months ended June 30, 2013, compared to $33,000 for the three months ended June 30, 2012. During the year ended December 31, 2012, we sold five properties that had one full quarter of operations during the three months ended June 30, 2012. These properties had no operations during the three months ended June 30, 2013. See Note 5 to our condensed consolidated unaudited financial statements for further discussion.
Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012
Revenue - Revenue increased $185,000, or 3%, to $6.6 million during the six months ended June 30, 2013, compared to $6.4 million during the six months ended June 30, 2012. The increase was primarily due to the acquisition of three properties subsequent to June 30, 2012. Our revenue primarily consisted of rental income from net leased commercial properties, which accounted for 97% of total revenue during each of the six months ended June 30, 2013 and 2012.
General and Administrative Expenses - General and administrative expenses increased $56,000, or 15%, to $423,000 for the six months ended June 30, 2013, compared to $367,000 for the six months ended June 30, 2012. The increase was primarily due to an increase in proxy fees, director and officer insurance premiums and state income taxes for the six months ended June 30, 2013. Our primary general and administrative expense items are insurance, legal and accounting fees, state franchise and income taxes, transfer agent fees and license and other fees.
Property Operating Expenses - Property operating expenses remained relatively constant, decreasing $8,000, or 3%, to $304,000 for the six months ended June 30, 2013, compared to $312,000 for the six months ended June 30, 2012. Our primary property operating expense items are property taxes, property insurance and property repairs and maintenance.
Property Management Expenses - Property management expenses remained relatively constant, increasing $3,000 to $200,000 during the six months ended June 30, 2013, compared to $197,000 for the six months ended June 30, 2012.
Acquisition Expenses - Acquisition expenses for the six months ended June 30, 2013 were $324,000, resulting from the acquisition of three properties during the period. There were no acquisition expenses for the six months ended June 30, 2012.
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Depreciation and Amortization Expenses - Depreciation and amortization expenses remained constant at $2.3 million during each of the six months ended June 30, 2013 and 2012.
Net Interest Expense - Net interest expense decreased $204,000, or 6%, to $3.0 million for the six months ended June 30, 2013, compared to $3.2 million for the six months ended June 30, 2012. The decrease was primarily due to the refinancing of one note payable during the year ended December 31, 2012, which decreased the interest rate to 2.6% from 8.68%.
Income from Discontinued Operations - There was no income from discontinued operations for the six months ended June 30, 2013, compared to $67,000 for the six months ended June 30, 2012. During the year ended December 31, 2012, we sold five properties that had two full quarters of operations during the six months ended June 30, 2012. These properties had no operations during the six months ended June 30, 2013. See Note 5 to our condensed consolidated unaudited financial statements for further discussion.
Funds From Operations
Funds From Operations (“FFO”) is a non-GAAP financial performance measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and widely recognized by investors and analysts as one measure of operating performance of a real estate company. The FFO calculation excludes items such as real estate depreciation and amortization, gains and losses on the sale of depreciable real estate and impairment of depreciable real estate. Depreciation and amortization as applied in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, it is management’s view, and we believe the view of many industry investors and analysts, that the presentation of operating results for real estate companies by using the cost accounting method alone is insufficient. In addition, FFO excludes gains and losses from the sale of depreciable real estate and impairment charges on depreciable real estate, which we believe provides management and investors with a helpful additional measure of the performance of our real estate portfolio, as it allows for comparisons, year to year, that reflect the impact on operations from trends in items such as occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs. We compute FFO in accordance with NAREIT’s definition.
In addition to FFO, we use Modified Funds From Operations (“MFFO”) as a non-GAAP supplemental financial performance measure to evaluate the operating performance of our real estate portfolio. MFFO, as we define it, excludes from FFO acquisition related costs, which are required to be expensed in accordance with GAAP. In evaluating the performance of our portfolio over time, management employs business models and analyses that differentiate the costs to acquire investments from the investments’ revenues and expenses. Management believes that excluding acquisition related costs from MFFO provides investors with supplemental performance information that is consistent with the performance models and analyses used by management, and provides investors a view of the performance of our portfolio over time, including after we cease to acquire properties on a frequent and regular basis. MFFO also allows for a comparison of the performance of our portfolio with other REITs that are not currently engaging in acquisitions and mergers, as well as a comparison of our performance with that of other non-traded REITs, as MFFO, or an equivalent measure, is routinely reported by non-traded REITs, and we believe often used by analysts and investors for comparison purposes.
For all of these reasons, we believe FFO and MFFO, in addition to net income and cash flows from operating activities, as defined by GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of our real estate portfolio over time. However, not all REITs calculate FFO and MFFO the same way, so comparisons with other REITs may not be meaningful. FFO and MFFO should not be considered as alternatives to net income or to cash flows from operating activities, and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs.
MFFO may provide investors with a useful indication of our future performance and of the sustainability of our current distribution policy. However, because MFFO excludes acquisition expenses, which are an important component in an analysis of the historical performance of a property, MFFO should not be construed as a historic performance measure. None of the SEC, NAREIT, or any other regulatory body has evaluated the acceptability of the exclusions contemplated to adjust FFO in order to calculate MFFO and its use as a non-GAAP financial performance measure.
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FFO and MFFO are influenced by the timing of acquisitions and the operating performance of our real estate investments. Our calculations of FFO and MFFO, and reconciliation to net income, which is the most directly comparable GAAP financial measure, are presented in the table below for the three and six months ended June 30, 2013 and 2012 (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
NET (LOSS) INCOME | $ | (44 | ) | $ | 86 | $ | 76 | $ | 176 | ||||||
Depreciation of real estate assets | 784 | 759 | 1,553 | 1,517 | |||||||||||
Amortization of lease related costs | 378 | 370 | 750 | 739 | |||||||||||
Depreciation and amortization of real estate assets from discontinued operations | — | 124 | — | 247 | |||||||||||
Funds From Operations (FFO) | $ | 1,118 | $ | 1,339 | 2,379 | 2,679 | |||||||||
Acquisition related expenses | 230 | — | 324 | — | |||||||||||
Modified Funds From Operations (MFFO) | $ | 1,348 | $ | 1,339 | $ | 2,703 | $ | 2,679 | |||||||
Set forth below is additional information that may be helpful in assessing our operating results:
• | In order to recognize revenues on a straight-line basis over the terms of the respective leases, we recorded additional rental income of $4,000 and a reduction to rental income of $3,000 for the three and six months ended June 30, 2013, respectively. During the three and six months ended June 30, 2012, we recorded reductions to rental income of $13,000 and $25,000, respectively, by straight-lining rental income. |
• | Amortization of deferred financing costs totaled $139,000 and $277,000 during the three and six months ended June 30, 2013, respectively, and $131,000 and $261,000 during the three and six months ended June 30, 2012, respectively. |
Distributions
Our board of directors authorized a daily distribution, based on 365 days in the calendar year, of $0.001369999 per share (which equates to an annualized rate of 5% based on an assumed share price of $10 per share, or 6.45% based on the most recent estimated value of $7.75 per share) for stockholders of record as of the close of business on each day of the period, commencing on January 1, 2013 and ending on September 30, 2013.
During each of the six months ended June 30, 2013 and 2012, we paid distributions of $2.5 million. Our distributions for the six months ended June 30, 2013 were funded with net cash provided by operations of $2.4 million and excess cash provided by operations from the previous periods of $146,000. Net cash provided by operating activities for the six months ended June 30, 2013 reflected a reduction for real estate acquisition related costs incurred and expensed of $324,000, in accordance with GAAP. Our distributions for the six months ended June 30, 2012 were funded with net cash provided by operations of $2.5 million and excess cash provided by operations from the previous periods of $59,000.
Liquidity and Capital Resources
Short-term Liquidity and Capital Resources
On a short-term basis, our principal demands for funds will be for operating expenses, distributions and monthly interest and principal payments on current and any future indebtedness. We expect to meet our short-term liquidity requirements through net cash provided by operations. During the six months ended June 30, 2013, we extended the maturity dates on both of our lines of credit with affiliates from March 2013 to March 2014. These two lines of credit had total available borrowings of $2.9 million as of June 30, 2013.
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Long-term Liquidity and Capital Resources
We expect to meet our long-term liquidity requirements through proceeds from available borrowings under our lines of credit, secured or unsecured financing or refinancings from banks and other lenders, the selective and strategic sale of properties and net cash flows from operations. We expect that our primary uses of capital will be for the payment of operating expenses, including debt service payments and debt maturities on our outstanding indebtedness, for the payment of tenant improvements, leasing commissions and repairs and maintenance, for the possible reinvestment of proceeds from the strategic sale of properties in replacement properties and for the payment of distributions to our stockholders, including special distributions of the net proceeds from the sale of properties. We did not have any material commitments for capital or leasing expenditures outstanding as of June 30, 2013.
We expect that substantially all cash flows from operations will be used to pay distributions to our stockholders after monthly payments of principal and interest on our outstanding indebtedness and certain capital expenditures, including tenant improvements and leasing commissions, are paid; however, we may use other sources to fund distributions, as necessary, such as proceeds from available borrowings under our lines of credit. To the extent that cash flows from operations are lower than our current expectations due to lower returns on the properties, distributions paid to our stockholders may be lower.
As of June 30, 2013, we had cash and cash equivalents of $448,000, which we expect to be used primarily to pay operating expenses, interest and principal on our indebtedness and stockholder distributions. In addition, we had restricted cash of $2.2 million held by lenders in escrow accounts for tenant and capital improvements, leasing commissions, repairs and maintenance and other lender reserves for certain properties.
As of June 30, 2013, we had $86.0 million of mortgage notes payable outstanding, consisting of $80.0 million of Fixed Rate Notes and a $6.0 million Variable Rate Note. The Fixed Rate Notes have interest rates ranging from 5.27% to 6.96%, with a weighted average interest rate of 6.53%, and mature on various dates from March 2014 through September 2017, with a weighted average remaining term to maturity of 2.0 years. The Variable Rate Note had an interest rate of 2.60% at June 30, 2013 and matures in December 2015. Our debt leverage ratio, which is the ratio of debt to total gross real estate assets, net of gross intangible lease liabilities, was 52%.
Our contractual obligations as of June 30, 2013 were as follows (in thousands):
Payments due by period(1) | |||||||||||||||||||
Total | Less Than 1 Year | 1-3 Years | 3-5 Years | More Than 5 Years | |||||||||||||||
Principal payments - fixed rate notes | $ | 79,964 | $ | 735 | $ | 77,552 | $ | 1,677 | $ | — | |||||||||
Interest payments - fixed rate notes | 10,617 | 5,318 | 5,182 | 117 | — | ||||||||||||||
Principal payments - variable rate note | 6,000 | — | 6,000 | — | — | ||||||||||||||
Interest payments - variable rate note (2) | 428 | 161 | 267 | — | — | ||||||||||||||
Total | $ | 97,009 | $ | 6,214 | $ | 89,001 | $ | 1,794 | $ | — | |||||||||
(1) | The table does not include amounts due to our advisor or its affiliates pursuant to our advisory and property management agreement because such amounts are not fixed and determinable. |
(2) | The variable rate debt payment obligations in future periods were calculated using a forward curve analysis with an effective rate of 2.60%, which was the rate effective as of June 30, 2013. |
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Cash Flow Analysis
Operating Activities. Net cash provided by operating activities decreased $96,000, or 4%, to $2.4 million for the six months ended June 30, 2013, compared to $2.5 million for the six months ended June 30, 2012. The decrease was primarily due to the payment of acquisition expenses related to the acquisition of three real estate assets partially offset by an increase in revenue from these real estate assets during the six months ended June 30, 2013. See “—Results of Operations” for a more complete discussion of the factors impacting our operating performance.
Investing Activities. During the six months ended June 30, 2013, net cash used in investing activities was $6.8 million, compared to $249,000 during the six months ended June 30, 2012. The increase was primarily due to the acquisition of three real estate properties for $6.7 million during the six months ended June 30, 2013.
Financing Activities. Net cash used in financing activities decreased $3.3 million, or 54%, to $2.9 million for the six months ended June 30, 2013, compared to $6.2 million for the six months ended June 30, 2012, resulting primarily from a decrease in the repayment of notes payable for the six months ended June 30, 2013 compared to the six months ended June 30, 2012.
Election as a REIT
We are taxed as a REIT for federal income tax purposes under the Internal Revenue Code of 1986, as amended. To maintain our qualification as a REIT, we must continue to meet certain requirements relating to our organization, sources of income, nature of assets, distributions of income to our stockholders and recordkeeping. As a REIT, we generally are not subject to federal income tax on taxable income that we distribute to our stockholders so long as we distribute at least 90% of our annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains).
If we fail to maintain our qualification as a REIT for any reason in a taxable year and applicable relief provisions do not apply, we will be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. We will not be able to deduct distributions paid to our stockholders in any year in which we fail to maintain our qualification as a REIT. We also will be disqualified for the four taxable years following the year during which qualification was lost unless we are entitled to relief under specific statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to maintain our qualification as a REIT for federal income tax purposes. No provision for federal income taxes has been made in our accompanying condensed consolidated unaudited financial statements. We are subject to certain state and local taxes related to the operations of properties in certain locations, which have been provided for in our accompanying condensed consolidated unaudited financial statements.
Critical Accounting Policies and Estimates
Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management's judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus, resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. We consider our critical accounting policies to be the following:
• | Investment in and Valuation of Real Estate Assets; |
• | Allocation of Purchase Price of Real Estate Assets; |
• | Discontinued Operations; |
• | Sales of Real Estate Assets; |
• | Revenue Recognition; and |
• | Income Taxes. |
A complete description of such policies and our considerations is contained in our Annual Report on Form 10-K for the year ended December 31, 2012, and our critical accounting policies have not changed during the three months ended June 30, 2013. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2012, and related notes thereto.
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Commitments and Contingencies
We may be subject to certain commitments and contingencies with regard to certain transactions. Refer to Note 7 to our condensed consolidated unaudited financial statements in this Quarterly Report on Form 10-Q for further explanations.
Related-Party Transactions and Agreements
We have entered into agreements with Cole Advisors and its affiliates, whereby we have incurred debt, or have paid, and may continue to pay, certain fees to, or reimburse certain expenses of, Cole Advisors or its affiliates for acquisition and advisory fees and expenses, financing coordination fees, asset and property management fees, disposition fees, interest expense on affiliate lines of credit and reimbursement of certain operating costs. See Note 8 to our condensed consolidated unaudited financial statements in this Quarterly Report on Form 10-Q for a further explanation of the various related-party transactions, agreements and fees.
Reclassifications
Certain prior year balances have been reclassified in the condensed consolidated unaudited statements of operations to conform with the current year presentation of discontinued operations.
Recent Accounting Pronouncements
Refer to Note 2 to our condensed consolidated unaudited financial statements included in this Quarterly Report on Form 10-Q for further explanation. There have been no accounting pronouncements issued, but not yet applied by us, that will significantly impact our financial statements.
Off-Balance Sheet Arrangements
As of June 30, 2013 and December 31, 2012, we had no material off-balance sheet arrangements that had or are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity or capital resources.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Not required for a smaller reporting company.
Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of June 30, 2013, were effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms promulgated under the Exchange Act, and is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1. | Legal Proceedings |
In the ordinary course of business we may become subject to litigation or claims. We are not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are a party or to which our properties are the subject.
Item 1A. | Risk Factors |
Not required for a smaller reporting company.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
We did not sell any unregistered securities during the three months ended June 30, 2013. No shares were redeemed during the three months ended June 30, 2013.
Item 3. | Defaults Upon Senior Securities |
No events occurred during the three months ended June 30, 2013 that would require a response to this item.
Item 4. | Mine Safety Disclosures |
Not applicable.
Item 5. | Other Information |
No events occurred during the three months ended June 30, 2013 that would require a response to this item.
Item 6. | Exhibits |
The exhibits listed on the Exhibit Index (following the signatures section of this Quarterly Report on Form 10-Q) are included herewith, or incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Cole Credit Property Trust, Inc. | |||
(Registrant) | |||
By: | /s/ Simon J. Misselbrook | ||
Simon J. Misselbrook | |||
Senior Vice President of Accounting | |||
(Principal Accounting Officer) | |||
Date: August 13, 2013
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EXHIBIT INDEX
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit No. | Description | |
3.1 | Articles of Incorporation (Incorporated by reference to Exhibit 2.1 of the Company’s Form 10-SB (File No. 000-51962), filed on May 1, 2006). | |
3.2 | Amended and Restated Bylaws (Incorporated by reference to Exhibit 2.2 to the Company’s Form 10-SB (File No. 000-51962), filed on May 1, 2006). | |
3.3 | Amendment to Amended and Restated Bylaws of Cole Credit Property Trust, Inc. (Incorporated by reference to Exhibit 3.1 to the Company's Form 8-K (File No. 000-51962), filed on November 13, 2012). | |
31.1* | Certification of the Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of the Principal Financial Officer of the Company pursuant to Exchange Act Rule 13a-14 (a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certification of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS*** | XBRL Instance Document. | |
101.SCH*** | XBRL Taxonomy Extension Schema Document. | |
101.CAL*** | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF*** | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB*** | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE*** | XBRL Taxonomy Extension Presentation Linkbase Document. | |
* | Filed herewith. |
** | In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
*** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections. |
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