Cole Office & Industrial REIT (CCIT II), Inc. - FORM 10-Q - November 13, 2020

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EX-32.1 - EXHIBIT 32.1 - Cole Office & Industrial REIT (CCIT II), Inc.ccitii930202010qex321.htm
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EX-31.1 - EXHIBIT 31.1 - Cole Office & Industrial REIT (CCIT II), Inc.ccitii930202010qex311.htm

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form 10-Q
 
 
 
  
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
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 000-55436
 
 
 
 
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
Maryland
 
46-2218486
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
 
 
2398 East Camelback Road, 4th Floor
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on Which Registered
None
 
None
 
None
 
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  x    No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
 
Accelerated filer
¨
 
Non-accelerated filer
x
 
 
 
 
 
 
Smaller reporting company
¨
 
Emerging growth company
¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
As of November 5, 2020, there were approximately 64.6 million shares of Class A common stock, par value $0.01 per share, and approximately 2.6 million shares of Class T common stock, par value $0.01 per share, of Cole Office & Industrial REIT (CCIT II), Inc. outstanding.
 
 


COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2

PART I — FINANCIAL INFORMATION
Item 1.
Financial Statements
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts) (Unaudited)
 
September 30, 2020
 
December 31, 2019
ASSETS
 
 
 
Real estate assets:
 
 
 
Land
$
105,567

 
$
94,632

Buildings and improvements
800,898

 
754,749

Intangible lease assets
122,250

 
112,473

Total real estate assets, at cost
1,028,715

 
961,854

Less: accumulated depreciation and amortization
(129,085
)
 
(102,692
)
Total real estate assets, net
899,630

 
859,162

Cash and cash equivalents
16,072

 
102,093

Restricted cash
—

 
1,364

Rents and tenant receivables
24,493

 
20,057

Prepaid expenses and other assets
968

 
1,572

Deferred costs, net
1,158

 
1,407

Total assets
$
942,321

 
$
985,655

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Credit facility and note payable, net
$
410,149

 
$
368,841

Accrued expenses and accounts payable
5,717

 
3,906

Due to affiliates
1,076

 
1,093

Intangible lease liabilities, net
27,055

 
26,295

Distributions payable
2,764

 
72,942

Derivative liability, deferred rental income and other liabilities
18,049

 
5,695

Total liabilities
464,810

 
478,772

Commitments and contingencies

 

Redeemable common stock
—

 
26,963

STOCKHOLDERS’ EQUITY
 
 
 
Preferred stock, $0.01 par value per share; 10,000,000 shares authorized, none issued and outstanding
—

 
—

Class A common stock, $0.01 par value per share; 245,000,000 shares authorized, 64,548,104 and 64,766,777 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
645

 
648

Class T common stock, $0.01 par value per share; 245,000,000 shares authorized, 2,577,808 and 2,569,510 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
25

 
25

Capital in excess of par value
608,446

 
583,482

Accumulated distributions in excess of earnings
(119,579
)
 
(104,007
)
Accumulated other comprehensive loss
(12,026
)
 
(228
)
Total stockholders’ equity
477,511

 
479,920

Total liabilities, redeemable common stock, and stockholders’ equity
$
942,321

 
$
985,655

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

3

COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts) (Unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2020
 
2019
 
2020
 
2019
Revenues:
 
 
 
 
 
 
 
 
Rental and other property income
 
$
23,502

 
$
14,683

 
$
68,963

 
$
58,029

Operating expenses:
 
 
 
 
 
 
 
 
General and administrative
 
1,470

 
1,237

 
4,192

 
3,702

Property operating
 
2,738

 
1,503

 
6,903

 
5,340

Real estate tax
 
1,222

 
503

 
3,423

 
3,260

Advisory fees and expenses
 
2,238

 
1,487

 
6,494

 
5,777

Merger-related
 
686

 
—

 
686

 
—

Transaction-related
 
72

 
24

 
150

 
200

Depreciation and amortization
 
8,662

 
5,635

 
25,830

 
20,241

Total operating expenses
 
17,088

 
10,389

 
47,678

 
38,520

Gain on disposition of real estate, net
 
—

 
—

 
—

 
119,978

Operating income
 
6,414

 
4,294

 
21,285

 
139,487

Other expense:
 
 
 
 
 
 
 
 
Interest expense and other, net
 
(3,021
)
 
(1,433
)
 
(10,381
)
 
(9,628
)
Loss on extinguishment of debt
 
(9
)
 
—

 
(9
)
 
(570
)
Total other expense
 
(3,030
)
 
(1,433
)
 
(10,390
)
 
(10,198
)
Net income
 
$
3,384

 
$
2,861

 
$
10,895

 
$
129,289

 
 
 
 
 
 
 
 
 
Class A Common Stock:
 
 
 
 
 
 
 
 
Net income
 
$
3,299

 
$
2,802

 
$
10,610

 
$
124,529

Basic and diluted weighted average number of common shares outstanding
 
64,634,346

 
64,790,931

 
64,704,372

 
64,815,378

Basic and diluted net income per common share
 
$
0.05

 
$
0.04

 
$
0.16

 
$
1.92

 
 
 
 
 
 
 
 
 
Class T Common Stock:
 
 
 
 
 
 
 
 
Net income
 
$
85

 
$
59

 
$
285

 
$
4,760

Basic and diluted weighted average number of common shares outstanding
 
2,578,345

 
2,563,719

 
2,576,438

 
2,556,896

Basic and diluted net income per common share
 
$
0.03

 
$
0.02

 
$
0.11

 
$
1.86

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

4

COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands) (Unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2020
 
2019
 
2020
 
2019
Net income
 
$
3,384

 
$
2,861

 
$
10,895

 
$
129,289

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
Unrealized (loss) gain on interest rate swaps
 
(30
)
 
50

 
(13,093
)
 
(519
)
Amount of loss (gain) reclassified from other comprehensive income into income as interest expense and other, net
 
743

 
(512
)
 
1,295

 
(1,869
)
Total other comprehensive income (loss)
 
713

 
(462
)
 
(11,798
)
 
(2,388
)
Total comprehensive income (loss)
 
$
4,097

 
$
2,399

 
$
(903
)
 
$
126,901

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


5

COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts) (Unaudited)
 
Class A
Common Stock
 
Class T
Common Stock
 
Capital in
Excess
of Par Value
 
Accumulated
Distributions in Excess of Earnings
 
Accumulated Other Comprehensive (Loss) Income
 
Total
Stockholders’
Equity
 
Number of
Shares
 
Par
Value
 
Number of
Shares
 
Par
Value
 
Balance as of
     January 1, 2020
64,766,777

 
$
648

 
2,569,510

 
$
25

 
$
583,482

 
$
(104,007
)
 
$
(228
)
 
$
479,920

Issuance of common stock
423,488

 
4

 
17,414

 
—

 
4,405

 
—

 
—

 
4,409

Distributions declared on common stock — $0.16 per common share
—

 
—

 
—

 
—

 
—

 
(10,502
)
 
—

 
(10,502
)
Commissions on stock sales and related dealer manager fees
—

 
—

 
—

 
—

 
4

 
—

 
—

 
4

Redemptions of common stock
(429,887
)
 
(4
)
 
(9,473
)
 
—

 
(4,390
)
 
—

 
—

 
(4,394
)
Changes in redeemable common stock
—

 
—

 
—

 
—

 
(16
)
 
—

 
—

 
(16
)
Equity-based compensation
—

 
—

 
—

 
—

 
33

 
—

 
—

 
33

Comprehensive income (loss)
—

 
—

 
—

 
—

 
—

 
3,660

 
(11,289
)
 
(7,629
)
Balance as of
     March 31, 2020
64,760,378

 
$
648

 
2,577,451

 
$
25

 
$
583,518

 
$
(110,849
)
 
$
(11,517
)
 
$
461,825

Issuance of common stock
340,031

 
3

 
13,658

 
—

 
3,541

 
—

 
—

 
3,544

Distributions declared on common stock — $0.11 per common share
—

 
—

 
—

 
—

 
—

 
(7,664
)
 
—

 
(7,664
)
Distribution and stockholder servicing fees
—

 
—

 
—

 
—

 
6

 
—

 
—

 
6

Redemptions of common stock
(417,671
)
 
(4
)
 
(16,104
)
 
—

 
(4,359
)
 
—

 
—

 
(4,363
)
Changes in redeemable common stock
—

 
—

 
—

 
—

 
820

 
—

 
—

 
820

Equity-based compensation
—

 
—

 
—

 
—

 
32

 
—

 
—

 
32

Comprehensive income (loss)
—

 
—

 
—

 
—

 
—

 
3,851

 
(1,222
)
 
2,629

Balance as of
     June 30, 2020
64,682,738

 
$
647

 
2,575,005

 
$
25

 
$
583,558

 
$
(114,662
)
 
$
(12,739
)
 
$
456,829

Issuance of common stock
212,205

 
2

 
8,594

 
—

 
2,187

 
—

 
—

 
2,189

Distributions declared on common stock — $0.12 per common share
—

 
—

 
—

 
—

 
—

 
(8,301
)
 
—

 
(8,301
)
Distribution and stockholder servicing fees
—

 
—

 
—

 
—

 
3

 
—

 
—

 
3

Redemptions of common stock
(346,839
)
 
(4
)
 
(5,791
)
 
—

 
(3,494
)
 
—

 
—

 
(3,498
)
Changes in redeemable common stock
—

 
—

 
—

 
—

 
26,159

 
—

 
—

 
26,159

Equity-based compensation
—

 
—

 
—

 
—

 
33

 
—

 
—

 
33

Comprehensive income
—

 
—

 
—

 
—

 
—

 
3,384

 
713

 
4,097

Balance as of
     September 30, 2020
64,548,104

 
$
645

 
2,577,808

 
$
25

 
$
608,446

 
$
(119,579
)
 
$
(12,026
)
 
$
477,511


6

COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts) (Unaudited) – (Continued)
 
Class A
Common Stock
 
Class T
Common Stock
 
Capital in
Excess
of Par Value
 
Accumulated
Distributions in Excess of Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Total
Stockholders’
Equity
 
Number of
Shares
 
Par
Value
 
Number of
Shares
 
Par
Value
 
Balance as of
     January 1, 2019
64,838,403

 
$
648

 
2,548,436

 
$
25

 
$
583,304

 
$
(124,308
)
 
$
2,944

 
$
462,613

Issuance of common stock
461,200

 
5

 
19,131

 
—

 
5,077

 
—

 
—

 
5,082

Distributions declared on common stock — $0.16 per common share
—

 
—

 
—

 
—

 
—

 
(10,419
)
 
—

 
(10,419
)
Redemptions of common stock
(474,437
)
 
(5
)
 
(15,384
)
 
—

 
(5,165
)
 
—

 
—

 
(5,170
)
Changes in redeemable common stock
—

 
—

 
—

 
—

 
88

 
—

 
—

 
88

Equity-based compensation
—

 
—

 
—

 
—

 
33

 
—

 
—

 
33

Comprehensive income (loss)
—

 
—

 
—

 
—

 
—

 
3,948

 
(936
)
 
3,012

Balance as of
     March 31, 2019
64,825,166

 
$
648

 
2,552,183

 
$
25

 
$
583,337

 
$
(130,779
)
 
$
2,008

 
$
455,239

Issuance of common stock
436,379

 
4

 
17,557

 
—

 
5,004

 
—

 
—

 
5,008

Distributions declared on common stock — $0.16 per common share
—

 
—

 
—

 
—

 
—

 
(10,531
)
 
—

 
(10,531
)
Redemptions of common stock
(447,066
)
 
(4
)
 
(12,407
)
 
—

 
(5,055
)
 
—

 
—

 
(5,059
)
Changes in redeemable common stock
—

 
—

 
—

 
—

 
53

 
—

 
—

 
53

Equity-based compensation
—

 
—

 
—

 
—

 
32

 
—

 
—

 
32

Comprehensive income (loss)
—

 
—

 
—

 
—

 
—

 
122,480

 
(990
)
 
121,490

Balance as of
     June 30, 2019
64,814,479

 
$
648

 
2,557,333

 
$
25

 
$
583,371

 
$
(18,830
)
 
$
1,018

 
$
566,232

Issuance of common stock
413,398

 
4

 
16,893

 
—

 
4,741

 
—

 
—

 
4,745

Distributions declared on common stock — $0.16 per common share
—

 
—

 
—

 
—

 
—

 
(10,643
)
 
—

 
(10,643
)
Redemptions of common stock
(443,645
)
 
(4
)
 
(6,988
)
 
—

 
(4,962
)
 
—

 
—

 
(4,966
)
Changes in redeemable common stock
—

 
—

 
—

 
—

 
221

 
—

 
—

 
221

Equity-based compensation
—

 
—

 
—

 
—

 
33

 
—

 
—

 
33

Comprehensive income (loss)
—

 
—

 
—

 
—

 
—

 
2,861

 
(462
)
 
2,399

Balance as of
     September 30, 2019
64,784,232

 
$
648

 
2,567,238

 
$
25

 
$
583,404

 
$
(26,612
)
 
$
556

 
$
558,021

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

7

COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (Unaudited)
 
Nine Months Ended September 30,
 
2020
 
2019
Cash flows from operating activities:
 
 
 
Net income
$
10,895

 
$
129,289

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization, net
24,003

 
18,674

Amortization of deferred financing costs
696

 
756

Straight-line rental income
(4,815
)
 
(1,654
)
Equity-based compensation
98

 
98

Gain on disposition of real estate, net
—

 
(119,978
)
Loss on extinguishment of debt
9

 
570

Changes in assets and liabilities:
 
 
 
Rents and tenant receivables
379

 
4,334

Prepaid expenses and other assets
(402
)
 
(120
)
Accrued expenses and accounts payable
1,843

 
(4,308
)
Deferred rental income and other liabilities
562

 
(3,957
)
Due to affiliates
133

 
(356
)
Net cash provided by operating activities
33,401

 
23,348

Cash flows from investing activities:
 
 
 
Investment in real estate assets and capital expenditures
(63,743
)
 
(35,017
)
Net proceeds from disposition of real estate assets
—

 
556,970

Payment of property escrow deposits
(700
)
 
(2,500
)
Refund of property escrow deposits
1,700

 
500

Proceeds from the settlement of insurance claims
—

 
260

Net cash (used in) provided by investing activities
(62,743
)
 
520,213

Cash flows from financing activities:
 
 
 
Redemptions of common stock
(12,255
)
 
(15,195
)
Distribution and stockholder servicing fees paid
(137
)
 
(152
)
Distributions to stockholders
(86,503
)
 
(16,876
)
Proceeds from credit facility
359,500

 
9,000

Repayments of credit facility and notes payable
(318,565
)
 
(185,722
)
Deferred financing costs paid
(83
)
 
(90
)
Net cash used in financing activities
(58,043
)
 
(209,035
)
Net (decrease) increase in cash and cash equivalents and restricted cash
(87,385
)
 
334,526

Cash and cash equivalents and restricted cash, beginning of period
103,457

 
5,862

Cash and cash equivalents and restricted cash, end of period
$
16,072

 
$
340,388

Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets:
 
 
 
Cash and cash equivalents
$
16,072

 
$
339,038

Restricted cash
—

 
1,350

Total cash and cash equivalents and restricted cash
$
16,072

 
$
340,388

Supplemental Disclosures of Non-Cash Investing and Financing Activities:
 
 
 
Distributions declared and unpaid
$
2,764

 
$
3,470

Change in fair value on interest rate swaps
$
(11,798
)
 
$
(2,388
)
Common stock issued through distribution reinvestment plan
$
10,142

 
$
14,835

Accrued capital expenditures
$
633

 
$
3

Fair value of mortgage note assumed by buyer in real estate disposition
$
—

 
$
(56,980
)
Supplemental Cash Flow Disclosures:
 
 
 
Interest paid
$
10,461

 
$
13,887

Cash paid for taxes
$
688

 
$
223

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

8

COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited)
NOTE 1 — ORGANIZATION AND BUSINESS
Cole Office & Industrial REIT (CCIT II), Inc. (the “Company”) is a non-exchange traded real estate investment trust (“REIT”) formed as a Maryland corporation on February 26, 2013, that elected to be taxed, and currently qualifies, as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2014. The Company primarily acquires commercial real estate assets consisting of single-tenant, income-producing necessity office and industrial properties, which are leased to creditworthy tenants under long-term “net leases”, including distribution facilities, warehouses, manufacturing plants and corporate or regional headquarters in strategic locations. As of September 30, 2020, the Company owned 26 properties, comprising approximately 3.9 million rentable square feet of 99.6% leased commercial space located in 12 states.
Substantially all of the Company’s business is conducted through Cole Corporate Income Operating Partnership II, LP, a Delaware limited partnership (“CCI II OP”), of which the Company is the sole general partner and owns, directly or indirectly, 100% of the partnership interests.
The Company is externally managed by Cole Corporate Income Management II, LLC, a Delaware limited liability company (“CCI II Management”), which is an affiliate of CIM Group, LLC (“CIM”). CIM is a community-focused real estate and infrastructure owner, operator, developer and lender with multi-disciplinary expertise, including in acquisitions, management, development, leasing, research and capital markets. CIM is headquartered in Los Angeles, California and has offices in Oakland, California; Bethesda, Maryland; Dallas, Texas; New York, New York; Chicago, Illinois; Phoenix, Arizona; Orlando, Florida; Tokyo, Japan; and Atlanta, Georgia.
CCO Group, LLC owns and controls CCI II Management, the Company’s advisor, and is the indirect owner of CCO Capital, LLC (“CCO Capital”), the Company’s dealer manager, and CREI Advisors, LLC (“CREI Advisors”), the Company’s property manager. CCO Group, LLC and its subsidiaries (collectively, “CCO Group”) serve as the Company’s sponsor and as a sponsor to CIM Real Estate Finance Trust, Inc. (“CMFT”), Cole Credit Property Trust V, Inc. (“CCPT V”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and CIM Income NAV, Inc. (“CIM Income NAV”).
On September 17, 2013, the Company commenced its initial public offering (the “Offering”) on a “best efforts” basis, initially offering up to a maximum of $2.5 billion in shares of a single class of common stock (referred to as Class A Shares) in the primary offering at a price of $10.00 per share, as well as up to $475.0 million in additional shares pursuant to a distribution reinvestment plan (the “Original DRIP”) at a price of $9.50 per share. In March 2016, the Company reclassified a portion of its unissued Class A common stock (the “Class A Shares”) as Class T common stock (the “Class T Shares”) and commenced sales of Class T Shares thereafter upon receipt of the required regulatory approvals. In addition, the Company registered an aggregate of $120.0 million of Class A Shares and Class T Shares under the Amended and Restated Distribution Reinvestment Plan (the “Amended and Restated DRIP” and collectively with the Original DRIP, the “DRIP”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-213306), which was filed with the U.S. Securities and Exchange Commission (“SEC”) on August 25, 2016 and automatically became effective with the SEC upon filing (the “DRIP Offering” and collectively with the Offering, the “Offerings”).
The Company ceased issuing shares in the Offering on September 17, 2016 and had sold a total of $678.0 million of Class A Shares and Class T Shares, including $651.3 million of Class A Shares and Class T Shares sold to the public pursuant to the primary portion of the Offering and $26.7 million of Class A Shares and Class T Shares sold pursuant to the DRIP. The unsold Class A Shares and Class T Shares of $2.3 billion in the aggregate were subsequently deregistered. The Company continued to issue Class A Shares and Class T Shares under the DRIP Offering until, on August 30, 2020, the Company’s board of directors (the “Board”) suspended the DRIP Offering in connection with the entry of the Company into the CMFT Merger Agreement (as defined below).
The Board establishes an updated estimated per share net asset value (“NAV”) of the Company’s common stock on at least an annual basis for purposes of assisting broker-dealers that participated in the Offering in meeting their customer account reporting obligations under Financial Industry Regulatory Authority Rule 2231. Distributions are reinvested in shares of the Company’s common stock under the DRIP Offering at the estimated per share NAV as determined by the Board. Additionally, the estimated per share NAV as determined by the Board serves as the per share NAV price for the purposes of the share redemption program. As of September 30, 2020, the estimated per share NAV was $9.93 per share, which was established by the Board on August 11, 2020 using a valuation date of June 30, 2020. Commencing on August 14, 2020, $9.93 served as the per share NAV for both Class A Shares and Class T Shares under the DRIP Offering. The Board previously established a per share NAV as of February 29, 2016, December 31, 2016, December 31, 2017, December 31, 2018, December 31, 2019 and March 31, 2020. The Company’s estimated per share NAVs are not audited or reviewed by its independent registered public accounting firm. Given the relative stability of the Company’s rent collections and the per share NAV for the quarters ended

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March 31, 2020 and June 30, 2020, the Board determined that it is in the best interests of the Company and its stockholders to cease incurring the additional costs associated with quarterly valuations and return to updating the Company’s per share NAV on an annual basis in accordance with its valuation policies.
Pending Merger
On August 30, 2020, the Company, CMFT and Thor II Merger Sub, LLC, a wholly owned subsidiary of CMFT (“CMFT Merger Sub”), entered into an Agreement and Plan of Merger (the “CMFT Merger Agreement”). Subject to the terms and conditions of the CMFT Merger Agreement, the Company would have merged with and into CMFT Merger Sub (the “CMFT Merger”), with CMFT Merger Sub surviving the CMFT Merger, such that following the CMFT Merger, the surviving entity would continue as a wholly owned subsidiary of CMFT.
On October 29, 2020, the Company terminated the CMFT Merger Agreement pursuant to Sections 9.1(c)(ii) and 9.2 of the CMFT Merger Agreement and entered into an agreement (the “Termination Notice”) with CMFT reflecting such termination and pursuant to which, among other things, the Company paid the termination fee equal to $7.38 million to CMFT in accordance with the CMFT Merger Agreement, and agreed to pay to CMFT the amount of CMFT’s Expenses (as defined in the CMFT Merger Agreement) up to $3.69 million, required to be paid pursuant to the terms of the CMFT Merger Agreement (such amounts together, the “CMFT Termination Payment”).
On October 29, 2020, the Company, CCI II OP, and CRI CCIT II LLC, a wholly owned subsidiary of the Company (“CCIT II LP” and, together with the Company and CCI II OP, the “CCIT II Parties”), Griffin Capital Essential Asset REIT, Inc. (“GCEAR”), GRT (Cardinal REIT Merger Sub), LLC, a wholly owned subsidiary of GCEAR (“Merger Sub”), Griffin Capital Essential Asset Operating Partnership, L.P., a subsidiary of GCEAR (the “GCEAR Operating Partnership”), GRT OP (Cardinal New GP Sub), LLC, a wholly owned subsidiary of the GCEAR Operating Partnership (“New GP Sub”), GRT OP (Cardinal LP Merger Sub), LLC, a wholly owned subsidiary of the GCEAR Operating Partnership (“LP Merger Sub”), GRT OP (Cardinal OP Merger Sub), LLC, a subsidiary of LP Merger Sub and New GP Sub (“OP Merger Sub” and, together with GCEAR, Merger Sub, the GCEAR Operating Partnership, New GP Sub and LP Merger Sub, the “GCEAR Parties”), entered into an Agreement and Plan of Merger (the “GCEAR Merger Agreement”).
Subject to the terms and conditions of the GCEAR Merger Agreement, at the Closing (as defined in the GCEAR Merger Agreement) (i) the Company will merge with and into Merger Sub (the “REIT Merger”), with Merger Sub being the surviving entity, (ii) OP Merger Sub will merge with and into CCI II OP (the “Partnership Merger”), with the CCI II OP being the surviving entity and (iii) CCIT II LP will merge with and into LP Merger Sub (the “LP Merger” and, together with the REIT Merger and the Partnership Merger, the “GCEAR Mergers”) with LP Merger Sub being the surviving entity.
At the effective time of the REIT Merger and subject to the terms and conditions of the GCEAR Merger Agreement, each issued and outstanding Class A Share and Class T Share (together with the Class A Shares, “Company Common Stock”), will be converted into the right to receive 1.392 shares of GCEAR’s Class E common stock, $0.001 par value per share (“GCEAR Common Stock”), subject to the treatment of fractional shares in accordance with the GCEAR Merger Agreement (the “REIT Merger Consideration”). At the effective time of the REIT Merger and subject to the terms and conditions of the GCEAR Merger Agreement, each issued and outstanding Class A Share granted under the Company’s 2018 Equity Incentive Plan, whether vested or unvested, will be cancelled in exchange for an amount equal to the REIT Merger Consideration.
At the effective time of the Partnership Merger and subject to the terms and conditions of the GCEAR Merger Agreement, (i) each issued and outstanding partnership unit of CCI II OP (“CCIT II Operating Partnership Units”) held by the Company will be converted into the right to receive 1.392 shares of the GCEAR Operating Partnership’s Class E Units, subject to the treatment of fractional units in accordance with the GCEAR Merger Agreement, and the Company will be admitted as a limited partner of the GCEAR Operating Partnership and (ii) each issued and outstanding CCIT II Operating Partnership Unit held by CCIT II LP will automatically be cancelled and cease to exist, and no consideration shall be paid, in connection with or as a consequence of the Partnership Merger.
The GCEAR Merger Agreement also provides that prior to the Stockholder Approval, the Board may, under specified circumstances, make an Adverse Recommendation Change (as defined in the GCEAR Merger Agreement), including withdrawing its recommendation of the GCEAR Mergers, subject to complying with certain conditions set forth in the GCEAR Merger Agreement.
In addition, the Company may terminate the GCEAR Merger Agreement in order to enter into an “Alternative Acquisition Agreement” with respect to a “Superior Proposal” (each as defined in the GCEAR Merger Agreement) at any time prior to

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September 30, 2020 (Unaudited) – (Continued)

receipt by the Company of the Stockholder Approval pursuant to and subject to the terms and conditions of the GCEAR Merger Agreement.
If the GCEAR Merger Agreement is terminated in connection with the Company’s acceptance of a Superior Proposal or making an Adverse Recommendation Change, then the Company must pay to GCEAR a termination fee of $18.45 million and up to $3.69 million as reimbursement for GCEAR’s Expenses (as defined in the GCEAR Merger Agreement), subject to certain exceptions set forth in the GCEAR Merger Agreement.
The GCEAR Mergers are intended to qualify as “reorganizations” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
Concurrently with the entry into the GCEAR Merger Agreement, the Company, GCEAR and CCI II Management entered into a letter agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Advisory Agreement, dated as of August 27, 2013, by and between the Company and CCI II Management (as amended, the “Advisory Agreement”) will be terminated upon consummation of the GCEAR Mergers. Pursuant to the Termination Agreement, (i) upon consummation of the GCEAR Mergers or (ii) termination of the Advisory Agreement, if such termination occurs prior to the earlier of the consummation of the GCEAR Mergers and June 30, 2021, for certain reasons other than a material breach of the Advisory Agreement by CCI II Management, the Company will pay CCI II Management the Subordinated Performance Fee (as defined in the Advisory Agreement) in an amount equal to $26.7 million and the Disposition Fee (as defined in the Advisory Agreement) in an amount equal to $1.8 million. The Termination Agreement also provides that CCI II Management will not terminate the Advisory Agreement with effect prior to the earlier of the consummation of the GCEAR Mergers and June 30, 2021, other than in the event of material breach of the Advisory Agreement by the Company. In the event that the GCEAR Merger Agreement is terminated in accordance with its terms, the Termination Agreement will be automatically terminated.
The foregoing description of the GCEAR Mergers and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the Current Report on Form 8-K filed by the Company on November 2, 2020 and the Exhibits thereto, which are incorporated herein by reference.
ADDITIONAL INFORMATION ABOUT THE MERGERS
In connection with the proposed GCEAR Mergers, GCEAR intends to file a registration statement on Form S-4 with the SEC that will include a proxy statement of the Company and will also constitute a prospectus of GCEAR. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other documents that will be made available to the stockholders of the Company. In connection with the proposed GCEAR Mergers, the Company and GCEAR also plan to file other relevant materials with the SEC. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE RELEVANT PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED GCEAR MERGERS. A definitive proxy statement/prospectus will be sent to the Company’s stockholders. Stockholders of the Company may obtain a copy of the proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by the Company and GCEAR free of charge at the SEC’s website, www.sec.gov. Copies of the documents filed by the Company with the SEC will be available free of charge on CIM’s website, at https://www.cimgroup.com/investment-strategies/individual/for-shareholders, as they become available. Copies of the documents filed by GCEAR with the SEC will be available free of charge on GCEAR’s website at http://www.gcear.com or by contacting GCEAR’s Investor Services at (888) 926-2688, as they become available.
PARTICIPANTS IN SOLICITATION RELATING TO THE MERGERS
The Company and GCEAR and their respective directors and executive officers and other members of management and employees, as well as certain affiliates of CIM Group, LLC serving as the Company’s external advisor, may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed GCEAR Mergers among the Company, GCEAR and their respective subsidiaries. Information regarding the directors, executive officers and external advisors of Company is contained in the Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 30, 2020, as amended on April 27, 2020. Information about directors and executive officers of GCEAR is available in the proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on April 15, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed GCEAR Mergers when they become available. Stockholders of the Company should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Investors

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September 30, 2020 (Unaudited) – (Continued)

may obtain free copies of these documents from the Company or GCEAR using the sources indicated above.
NO OFFER OR SOLICITATION
This communication and the information contained herein does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of a proxy or of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. This communication may be deemed to be solicitation material in respect of the proposed GCEAR Mergers.
Suspension of DRIP and Share Redemption Program
In connection with a contemplated merger, on August 30, 2020, the Board approved the suspension of the DRIP, and, therefore, distributions paid after that date will be paid in cash to all stockholders unless and until the DRIP is reinstated. Additionally, on August 30, 2020, the Board approved the suspension of the Company’s share redemption program, and, therefore, no shares will be redeemed from the Company’s stockholders after that date unless and until the share redemption program is reinstated.
Amended Bylaws
On August 30, 2020, the Board also approved and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”) to provide that (i) the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Company, (B) any action asserting a claim of breach of any duty owed by a director or officer or other employee of the Company to the Company or its stockholders or asserting a claim of breach of any standard of conduct set forth in the MGCL, (C) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the MGCL, the charter of the Company or the bylaws of the Company, or (D) any action asserting a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine and (ii) the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying condensed consolidated financial statements.
Principles of Consolidation and Basis of Presentation
The condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019, and related notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The condensed consolidated 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 financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Certain amounts in the Company’s prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation.

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September 30, 2020 (Unaudited) – (Continued)

The Company combined investment in real estate assets of $33.0 million and real estate developments and capital expenditures of $2.0 million for the nine months ended September 30, 2019 into a single financial statement line item, investments in real estate assets and capital expenditures, in the consolidated statements of cash flows for the nine months ended September 30, 2019.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Real Estate Assets
Real estate assets are stated at cost, less accumulated depreciation and amortization. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:
Buildings
40 years
Site improvements
15 years
Tenant improvements
Lesser of useful life or lease term
Intangible lease assets
Lease term
Recoverability of Real Estate Assets
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to: bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, lease concessions and other factors; a significant decrease in a property’s revenues due to lease terminations; vacancies; co-tenancy clauses; reduced lease rates; changes in anticipated holding periods; or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value will be determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment indicators were identified and no impairment losses were recorded during the nine months ended September 30, 2020 or 2019. The Company’s impairment assessment as of September 30, 2020 was based on the most current information available to the Company, including expected holding periods. If the Company’s expected holding periods for assets change, subsequent tests for impairment could result in impairment charges in the future. The Company cannot provide any assurance that material impairment charges with respect to the Company’s real estate assets will not occur during 2020 or in future periods, particularly in light of the negative economic impacts caused by the current novel coronavirus (“COVID-19”) pandemic. If the effects of the COVID-19 pandemic cause economic and market conditions to continue to deteriorate or if the Company’s expected holding periods for assets change, subsequent tests for impairment could result in impairment charges in the future. As of September 30, 2020, the Company has not identified any impairments resulting from COVID-19 related impacts. The Company generally intends to hold its assets for the long-term; therefore, a temporary change in cash flows due to COVID-19 related impacts alone would not be an indicator of impairment. However, the Company has yet to see the long-term effects of the COVID-19 pandemic on the economy and the extent to which it may impact the Company’s tenants in the future. Indications of a tenant’s inability to continue as a going concern, changes in the Company’s view or strategy relative to a tenant’s business or industry as a result of the economic impacts of the COVID-19 pandemic, or changes in the Company’s long-term hold strategies, could be indicative of an impairment indicator. Accordingly, the Company will continue to monitor circumstances and events in future periods to determine whether the carrying value of the Company’s real estate assets are recoverable.

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September 30, 2020 (Unaudited) – (Continued)

Assets Held for Sale
When a real estate asset is identified by the Company as held for sale, the Company will cease recording depreciation and amortization of the assets related to the property and estimate its fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount is then recorded to reflect the estimated fair value of the property, net of selling costs. There were no assets identified as held for sale as of September 30, 2020 or December 31, 2019.
Disposition of Real Estate Assets
Gains and losses from dispositions are recognized once the various criteria relating to the terms of sale and any subsequent involvement by the Company with the asset sold are met. A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. There were no property dispositions during the nine months ended September 30, 2020. The disposition of 18 of the Company’s individual properties during the nine months ended September 30, 2019 did not qualify for discontinued operations presentation and, thus, the results of operations of the properties that were sold remain in income from continuing operations, and any associated gains or losses from the disposition are included in gain on disposition of real estate, net.
Allocation of Purchase Price of Real Estate Assets
Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases and other intangibles, based in each case on their relative fair values. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information.
The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.
Acquisition-related fees and certain acquisition-related expenses related to asset acquisitions are capitalized and allocated to tangible and intangible assets and liabilities, as described above.
Restricted Cash
The Company had no restricted cash as of September 30, 2020. The Company had $1.4 million in restricted cash, including $1.1 million held by lenders in lockbox accounts as of December 31, 2019. As part of certain debt agreements, rents from certain encumbered properties are deposited directly into a lockbox account, from which the monthly debt service payment is disbursed to the lender and the excess is disbursed to the Company. Restricted cash also included $254,000 held by a lender in an escrow account for a certain property in accordance with the associated loan agreement as of December 31, 2019.
Leases
The Company has lease agreements with lease and non-lease components. The Company has elected to not separate non-lease components from lease components for all classes of underlying assets (primarily real estate assets) and will account for the combined components as rental and other property income. Non-lease components included in rental and other property income include certain tenant reimbursements for maintenance services (including common-area maintenance services or “CAM”), real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. As a lessor, the Company has further determined that this policy will be effective only on a lease that has been classified as an operating lease and the revenue recognition pattern and timing is the same for both types of components. The Company is not a party to any material leases where it is the lessee.
Significant judgments and assumptions are inherent in not only determining if a contract contains a lease, but also the lease classification, terms, payments, and, if needed, discount rates. Judgments include the nature of any options, including if they

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will be exercised, evaluation of implicit discount rates and the assessment and consideration of “fixed” payments for straight-line rent revenue calculations.
The Company has an investment in a real estate property that is subject to a ground lease, for which a lease liability and right of use (“ROU”) asset was recorded. See Note 12 — Leases for a further discussion regarding this ground lease.
Lease costs represent the initial direct costs incurred in the origination, negotiation and processing of a lease agreement. Such costs include outside broker commissions and other independent third-party costs and are amortized over the life of the lease on a straight-line basis. Costs related to salaries and benefits, supervision, administration, unsuccessful origination efforts and other activities not directly related to completed lease agreements are expensed as incurred. Upon successful lease execution, leasing commissions are capitalized.
Revenue Recognition
Rental and other property income is primarily derived from fixed contractual payments from operating leases and, therefore, is generally recognized on a straight-line basis over the term of the lease, which typically begins the date the tenant takes control of the space. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. Variable rental and other property income consists primarily of tenant reimbursements for recoverable real estate taxes and operating expenses which are included in rental and other property income in the period when such costs are incurred, with offsetting expenses in real estate taxes and property operating expenses, respectively, within the condensed consolidated statements of operations. The Company defers the recognition of variable rental and other property income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved.
The Company continually reviews whether collection of lease-related receivables, including any straight-line rent, and current and future operating expense reimbursements from tenants are probable. The determination of whether collectability is probable takes 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. Upon the determination that the collectability of a receivable is not probable, the Company will record a reduction to rental and other property income for amounts previously recorded and a decrease in the outstanding receivable. Revenue from leases where collection is deemed to be not probable is recorded on a cash basis until collectability becomes probable. Management’s estimate of the collectability of lease-related receivables is based on the best information available at the time of estimate. The Company does not use a general reserve approach and lease-related receivables are adjusted and taken against rental and other property income only when collectability becomes not probable. There were no lease-related receivable write-offs during the nine months ended September 30, 2020 and 2019.
Earnings and Distributions Per Share
The Company has two classes of common stock. Accordingly, the Company utilizes the two-class method to determine its earnings per share, which can result in different earnings per share for each of the classes. Under the two-class method, earnings per share of each class of common stock are computed by dividing the sum of the distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares for each class of common stock for the respective period. The distributed earnings to Class T Share common stockholders represents distributions declared less the distribution and stockholder servicing fees. Diluted income per share, when applicable, considers the effect of any potentially dilutive share equivalents, of which the Company had none for the three and nine months ended September 30, 2020 or 2019. Distributions per share are calculated based on the authorized monthly distribution rate. Prior to April 1, 2020, distributions were calculated based on the authorized daily distribution rate.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. Except as otherwise stated below, the Company is currently evaluating the effect that certain new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s condensed consolidated financial statements.
In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which was subsequently amended by ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2018-19”), in November 2018. Subsequently, the FASB issued ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU No. 2019-11 and ASU No.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

2020-02 to provide additional guidance on the credit losses standard. ASU 2016-13 and the related updates are intended to improve financial reporting requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held-for-investment, held-to-maturity debt securities, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology under current GAAP. ASU 2018-19 clarified that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASU No. 2016-02, Leases (Topic 842) (“ASC 842”). ASU 2016-13 and ASU 2018-19 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company adopted ASU 2016-13 during the first quarter of fiscal year 2020, and has concluded that there is no material impact on its condensed consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This ASU amends and removes several disclosure requirements including the valuation processes for Level 3 fair value measurements. ASU 2018-13 also modifies some disclosure requirements and requires additional disclosures for changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and requires the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The provisions of ASU 2018-13 are effective January 1, 2020 using a prospective transition method for amendments effecting changes in unrealized gains and losses, significant unobservable inputs used to develop Level 3 fair value measurements and narrative description on uncertainty of measurements. The remaining provisions of ASU 2018-13 are to be applied retrospectively, and early adoption is permitted. The Company adopted ASU 2018-13 during the first quarter of fiscal year 2020, and has concluded that there is no material impact on its condensed consolidated financial statements.
In October 2018, the FASB issued ASU No. 2018-16, Inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16”). The amendments in this ASU permit the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes, or another acceptable benchmark interest rate. The SOFR is a volume-weighted median interest rate that is calculated daily based on overnight transactions from the prior day’s activity in specified segments of the U.S. Treasury repo market. It has been selected as the preferred replacement for the U.S. dollar London Interbank Offered Rate (“LIBOR”), which will be phased out by the end of 2021. ASU 2018-16 is effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. ASU 2018-16 is required to be adopted on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The Company currently uses LIBOR as its benchmark interest rate in the Company’s interest rate swaps associated with the Company’s LIBOR-based variable rate borrowings. The Company has not entered into any new or redesignated hedging relationships on or after the date of adoption of ASU 2018-16. The Company has evaluated the effect of this new benchmark interest rate option, and does not believe this ASU will have a material impact on its condensed consolidated financial statements.
In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities (“ASU 2018-17”). The guidance changes the guidance for determining whether a decision-making fee is a variable interest. Under the new ASU, indirect interests held through related parties under common control will now be considered on a proportional basis when determining whether fees paid to decision makers and service providers are variable interests. Such indirect interests were previously treated the same as direct interests. ASU 2018-17 is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted ASU 2018-17 during the first quarter of fiscal year 2020, and has concluded that there is no material impact on its condensed consolidated financial statements.
In April 2020, the FASB issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Due to the business disruptions and challenges severely affecting the global economy caused by the COVID-19 pandemic, many lessors may be required to provide rent deferrals and other lease concessions to lessees. While the lease modification guidance in ASC 842 addresses routine changes to lease terms resulting from negotiations between the lessee and the lessor, this guidance did not contemplate concessions being so rapidly executed to address the sudden liquidity constraints of some lessees arising from COVID-19 related impacts. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows the

16
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

Company, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. The future impact of the Lease Modification Q&A is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the Company at the time of entering into such concessions. As of September 30, 2020, the Company has collected 100% of rental payments originally contracted for during the three and nine months ended September 30, 2020.
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 under current market conditions. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows:
Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).
Level 3 — Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability.
The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities:
Credit facility and note payable — The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. These financial instruments are valued using Level 2 inputs. The estimated fair value of the Company’s debt was $412.0 million and $371.1 million as of September 30, 2020 and December 31, 2019, respectively, which approximated its carrying value.
Derivative instruments — The Company’s derivative instruments are comprised of interest rate swaps. All derivative instruments are carried at fair value and are valued using Level 2 inputs. The fair value of these instruments is determined using interest rate market pricing models. 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 respective counterparties.
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 September 30, 2020 and December 31, 2019, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Other financial instruments — The Company considers the carrying values of its cash and cash equivalents, restricted cash, tenant receivables, accrued expenses and accounts payable, other liabilities, due to affiliates and distributions payable to approximate their fair values because of the short period of time between their origination and their expected realization as well as their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments.
Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize, or be liable for, upon

17
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

disposition of the financial assets and liabilities. As of September 30, 2020 and December 31, 2019, there have been no transfers of financial assets or liabilities between fair value hierarchy levels.
In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of September 30, 2020 and as of December 31, 2019 (in thousands):
 
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
 
Balance as of
 
 
 
 
 
September 30, 2020
 
(Level 1)
 
(Level 2)
 
(Level 3)
Financial liability:
 
 
 
 
 
 
 
 
     Interest rate swap
 
$
(12,026
)
 
$
—

 
$
(12,026
)
 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
 
Balance as of
 
 
 
 
 
December 31, 2019
 
(Level 1)
 
(Level 2)
 
(Level 3)
Financial asset:
 
 
 
 
 
 
 
 
     Interest rate swap
 
$
6

 
$
—

 
$
6

 
$
—

Financial liability:
 
 
 
 
 
 
 
 
     Interest rate swap
 
$
(234
)
 
$
—

 
$
(234
)
 
$
—

NOTE 4 — REAL ESTATE ASSETS
2020 Property Acquisitions
During the nine months ended September 30, 2020, the Company acquired two office properties for an aggregate purchase price of $59.5 million (the “2020 Asset Acquisitions”), which includes $1.9 million of acquisition-related expenses that were capitalized. The Company funded the 2020 Asset Acquisitions with proceeds from real estate dispositions during the year ended December 31, 2019. The following table summarizes the purchase price allocations for the 2020 Asset Acquisitions (in thousands):
 
2020 Asset Acquisitions
Land
$
10,935

Buildings and improvements
41,943

Acquired in-place leases and other intangibles (1)
9,777

Intangible lease liability (2)
(3,150
)
Total purchase price
$
59,505

______________________
(1)
The weighted average amortization period for acquired in-place leases and other intangibles was 12.4 years.
(2)
The weighted average amortization period for acquired intangible lease liability was 12.7 years.
2019 Property Acquisition
During the nine months ended September 30, 2019, the Company acquired one office property for an aggregate purchase price of $33.0 million (the “2019 Asset Acquisition”), which included $702,000 of acquisition-related expenses that were capitalized. The Company funded the 2019 Asset Acquisition with proceeds from real estate dispositions during the nine months ended September 30, 2019.

18
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

The following table summarizes the purchase price allocation for the 2019 Asset Acquisition purchased during the nine months ended September 30, 2019 (in thousands):
 
2019 Asset Acquisition
Land
$
1,868

Buildings and improvements
22,960

Acquired in-place leases and other intangibles (1)
4,566

Acquired above-market lease (1)
3,558

Total purchase price
$
32,952

______________________
(1)
The weighted average amortization period for the acquired in-place lease and the acquired above-market lease was 14.0 years.
2019 Property Dispositions
On February 14, 2019, certain wholly owned subsidiaries of CCI II OP entered into a purchase and sale agreement with Industrial Logistics Properties Trust, an unaffiliated Maryland REIT, to sell to the purchaser 18 industrial properties encompassing approximately 8.7 million gross rentable square feet of commercial space across 12 states. The sale closed on April 9, 2019 for total consideration of $624.7 million, resulting in net proceeds of $489.5 million after closing costs and disposition fees due to CCI II Management or its affiliates and the repayment of $124.5 million in debt. The sale resulted in a gain of $120.0 million. The Company has no continuing involvement with these properties. The gain on sale of real estate is included in gain on disposition of real estate, net in the condensed consolidated statements of operations. The disposition of these properties did not qualify to be reported as discontinued operations since the disposition did not represent a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the operating results of these disposed properties are reflected in the Company’s results from continuing operations for all periods presented through their respective date of disposition.
NOTE 5 — INTANGIBLE LEASE ASSETS AND LIABILITIES
Intangible lease assets and liabilities consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands, except weighted average life remaining):
 
September 30, 2020
 
December 31, 2019
Intangible lease assets:
 
 
 
In-place leases and other intangibles, net of accumulated amortization of $35,835 and $28,347 respectively (with a weighted average life remaining of 8.4 years and 8.8 years, respectively)
$
78,601

 
$
76,312

Acquired above-market leases, net of accumulated amortization of $1,314 and $751, respectively (with a weighted average life remaining of 11.4 years and 12.1 years, respectively)
6,500

 
7,063

Total intangible lease assets, net
$
85,101

 
$
83,375

Intangible lease liabilities:


 


Acquired below-market leases, net of accumulated amortization of $11,793 and $9,403, respectively (with a weighted average life remaining of 8.4 years and 8.9 years, respectively)
$
27,055

 
$
26,295


19
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

Amortization of the above-market leases is recorded as a reduction to rental and other property income, and amortization expense for the in-place leases and other intangibles is included in depreciation and amortization in the accompanying condensed consolidated statements of operations. Amortization of below-market leases is recorded as an increase to rental and other property income in the accompanying condensed consolidated statements of operations. The following table summarizes the amortization related to the intangible lease assets and liabilities for the three and nine months ended September 30, 2020 and 2019 (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2020
 
2019
 
2020
 
2019
In-place lease and other intangible amortization
$
2,511

 
$
1,531

 
$
7,488

 
$
5,472

Above-market lease amortization
$
174

 
$
42

 
$
563

 
$
104

Below-market lease amortization
$
801

 
$
549

 
$
2,390

 
$
1,671

As of September 30, 2020, the estimated amortization relating to the intangible lease assets and liabilities is as follows (in thousands):
 
Amortization
 
In-Place Leases and
Other Intangibles
 
Above-Market Leases
 
Below-Market Leases
Remainder of 2020
$
2,511

 
$
173

 
$
802

2021
10,043

 
694

 
3,206

2022
10,043

 
694

 
3,206

2023
9,336

 
578

 
3,206

2024
8,592

 
531

 
3,206

Thereafter
38,076

 
3,830

 
13,429

Total
$
78,601

 
$
6,500

 
$
27,055

NOTE 6 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In the normal course of business, the Company uses certain types of derivative instruments for the purpose of managing or hedging its interest rate risk. During the nine months ended September 30, 2020, one of the Company’s interest rate swap agreements matured. Additionally, the Company’s interest rate swap agreement associated with a $200.0 million notional amount became effective as of January 10, 2020. As of September 30, 2020, the Company had one interest rate swap agreement.
The following table summarizes the terms of the Company’s executed interest rate swap agreements designated as hedging instruments as of September 30, 2020 and December 31, 2019 (dollar amounts in thousands):
 
 
 
Outstanding Notional
Amount as of
 
Interest Rates (1)
 
Effective Dates
 
Maturity Dates
 
Fair Value of Liability as of
 
Balance Sheet Location
 
September 30, 2020
 
 
 
 
September 30, 2020
 
December 31, 2019 (2)
Interest Rate Swap
Derivative liability, deferred rental income and other liabilities
 
$
200,000

 
3.07
%
 
1/10/2020
 
12/10/2024
 
$
(12,026
)
 
$
(234
)
______________________
(1)
The interest rates consist of the underlying index swapped to a fixed rate and the applicable interest rate spread as of September 30, 2020.
(2)
As of December 31, 2019, the Company had one interest rate swap agreement in an asset position with a notional amount of $21.7 million and a fair value of $6,000 included in prepaid expenses and other assets on the condensed consolidated balance sheets.
Additional disclosures related to the fair value of the Company’s derivative instruments are included in Note 3 — Fair Value Measurements. The notional amount under the interest rate swap agreements is an indication of the extent of the Company’s involvement in each instrument, but does not represent exposure to credit, interest rate or market risks.

20
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. The Company designated the interest rate swaps as cash flow hedges in order to hedge the variability of the anticipated cash flows on its variable rate debt. The change in fair value of the derivative instruments that are designated as hedges is recorded in other comprehensive income (loss), with a portion of the amount subsequently reclassified to interest expense as interest payments are made on the Company’s variable rate debt. For the three and nine months ended September 30, 2020, the amount of losses reclassified from other comprehensive income (loss) as an increase to interest expense was $743,000 and $1.3 million, respectively. For the three and nine months ended September 30, 2019, the amount of gains reclassified from other comprehensive income (loss) as a decrease to interest expense was $512,000 and $1.9 million, respectively. The total unrealized loss on interest rate swaps of $12.0 million and $228,000 as of September 30, 2020 and December 31, 2019, respectively, is included in accumulated other comprehensive (loss) income attributable to the Company in the accompanying condensed consolidated statement of stockholders’ equity. During the next 12 months, the Company estimates that $3.0 million will be reclassified from other comprehensive income (loss) as an increase to interest expense. The Company includes cash flows from interest rate swap agreements in cash flows provided by operating activities on its condensed consolidated statements of cash flows, as the Company’s accounting policy is to present cash flows from hedging instruments in the same category in its condensed consolidated statements of cash flows as the category for cash flows from the hedged items.
The Company has agreements with each of its derivative counterparties that contain provisions whereby, if the Company defaults on certain of its unsecured indebtedness, the Company could also be declared in default on its derivative obligations, resulting in an acceleration of payment. If the Company breaches any of these provisions, it could be required to settle its obligations under these agreements at the aggregate termination value of the derivative instruments, inclusive of interest payments and accrued interest of $12.2 million as of September 30, 2020. In addition, the Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. The Company records credit risk valuation adjustments on its interest rate swaps based on the credit quality of the Company and the respective counterparty. There were no termination events or events of default related to the interest rate swaps as of September 30, 2020.
NOTE 7 — CREDIT FACILITY AND NOTE PAYABLE
As of September 30, 2020, the Company had $410.1 million of debt outstanding, including net deferred financing costs, with a weighted average interest rate of 2.3% and weighted average term to maturity of 3.9 years. The weighted average term to maturity is computed using the scheduled repayment date as specified in each loan agreement where applicable. The weighted average interest rate is computed using the interest rate in effect until the scheduled repayment date. Should a loan not be repaid by its scheduled repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date.
The following table summarizes the debt balances as of September 30, 2020 and December 31, 2019 and the debt activity for the nine months ended September 30, 2020 (in thousands):
 
 
 
 
During the Nine Months Ended September 30, 2020
 
 
 
 
Balance as of
December 31, 2019
 
Debt Issuance, Net
 
Repayments and Modifications
 
Accretion
 
Balance as of September 30, 2020
Fixed rate debt
 
$
171,065

 
$
—

 
$
(171,065
)
 
$
—

 
$
—

Credit facility
 
200,000

 
359,500

 
(147,500
)
 
—

 
412,000

Total debt
 
371,065

 
359,500

 
(318,565
)
 
—

 
412,000

Deferred costs – credit facility (1)
 
(2,116
)
 
—

 
—

 
265

 
(1,851
)
Deferred costs – fixed rate debt
 
(108
)
 
—

 
9

(2) 
99

 
—

Total debt, net
 
$
368,841

 
$
359,500

 
$
(318,556
)
 
$
364

 
$
410,149

______________________
(1)
Deferred costs related to the term portion of the Credit Facility, as defined below.
(2)
Represents deferred financing costs written off during the period resulting from debt repayments prior to the respective maturity date.

21
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

Notes Payable
During the nine months ended September 30, 2020, the Company paid down the outstanding balance of $171.1 million on its fixed rate debt, which resulted in a loss on extinguishment of debt of $9,000 during the nine months ended September 30, 2020. As of September 30, 2020, the Company had no fixed rate debt outstanding.
Credit Facility
The Company has a credit agreement with JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) as administrative agent, and the lenders under the credit agreement (the “Credit Agreement”), that allows for borrowings of up to $500.0 million (the “Credit Facility”), including a $300.0 million delayed draw term loan facility (the “Term Loan”) and up to $200.0 million in revolving loans under a revolving credit facility (the “Revolving Loans”). The Credit Facility replaced the Company’s prior unsecured credit facility with JPMorgan Chase (the “Prior Credit Agreement”), and the Company used the proceeds of the Term Loan to repay amounts outstanding under the Prior Credit Agreement. The Term Loan and the Swapped Term Loan (as defined below) mature on December 10, 2024. The Revolving Loans are set to mature on December 10, 2023; however, the Company may elect to extend the maturity date of the Revolving Loans for up to two six-month periods, but no later than December 10, 2024, subject to satisfying certain conditions described in the Credit Agreement.
Depending upon the type of loan specified and overall leverage ratio, the Credit Facility bears interest at (i) the one-month, two-month, three-month or six-month LIBOR, multiplied by the statutory reserve rate (the “Adjusted LIBO Rate”), plus an applicable rate ranging from 1.40% to 1.90%, or (ii) a base rate, ranging from 0.40% to 0.90%, plus the greater of: (a) JPMorgan Chase’s prime rate; (b) the NYFRB Rate, as defined in the Credit Agreement, plus 0.50%; or (c) the Adjusted LIBO Rate for a period of one-month plus 1.00%. As of September 30, 2020, there was $112.0 million outstanding under the Revolving Loans at a weighted average interest rate of 1.6%, and the amount outstanding under the Term Loan totaled $300.0 million, $200.0 million of which was subject to an interest rate swap agreement (the “Swapped Term Loan”). The interest rate swap agreement had the effect of fixing the Adjusted LIBO Rate per annum of the Swapped Term Loan at an all-in rate of 3.07%. The remaining $100.0 million outstanding under the Term Loan had an interest rate of 1.6%. As of September 30, 2020, the Company had $88.0 million in unused capacity under the Credit Facility, subject to borrowing availability. The Company had available borrowings of $88.0 million as of September 30, 2020.
The Credit Agreement contains provisions with respect to covenants, events of default and remedies customary for facilities of this nature. In particular, the Credit Agreement requires the Company to maintain a minimum consolidated net worth greater than or equal to the sum of (i) $400.0 million plus (ii) 75% of the equity issued minus (iii) the aggregate amount of any redemptions or similar transaction from the date of the Credit Agreement, a net leverage ratio less than or equal to 60%, a fixed charge coverage ratio equal to or greater than 1.50, an unsecured debt to unencumbered asset value ratio equal to or less than 60%, an unsecured debt service coverage ratio greater than 1.75, a secured debt ratio equal to or less than 40%, and recourse debt at less than or equal to 15% of total asset value. The Company believes it was in compliance with the financial covenants of the Credit Agreement as of September 30, 2020.
Maturities
The following table summarizes the scheduled aggregate principal repayments for the Company’s outstanding debt subsequent to September 30, 2020 (in thousands):
 
 
Principal Repayments
Remainder of 2020
$
—

2021
—

2022
—

2023
112,000

2024
300,000

Thereafter
—

Total
$
412,000


22
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

NOTE 8 — COMMITMENTS AND CONTINGENCIES
Litigation
In the ordinary course of business, the Company may become subject to litigation and claims. The Company is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or of which the Company’s properties are the subject.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. In addition, the Company may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify the Company against future remediation costs. The Company also carries environmental liability insurance on its properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which the Company may be liable. The Company is not aware of any environmental matters which it believes are reasonably likely to have a material effect on its results of operations, financial condition or liquidity.
Merger Agreements
On August 30, 2020, the Company announced it had entered into the CMFT Merger Agreement with CMFT and CMFT Merger Sub. Prior to the approval of the CMFT Merger by holders of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon, the Company received an acquisition proposal that the Board determined to be a Superior Proposal. As a result, on October 29, 2020, the Company terminated the CMFT Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal. In accordance with the termination of the CMFT Merger Agreement, the Company paid to CMFT a termination fee of $7.38 million and agreed to pay to CMFT the amount of CMFT’s expenses incurred in connection with the CMFT Merger Agreement up to $3.69 million.
On October 29, 2020, the Company, CCI II OP and CCIT II LP entered into the GCEAR Merger Agreement with the GCEAR Parties. In the event the GCEAR Merger Agreement is terminated in connection with the Company’s acceptance of a Superior Proposal or making an Adverse Recommendation Change, as defined in the GCEAR Merger Agreement, the Company must pay to GCEAR a termination fee of $18.45 million and up to $3.69 million as reimbursement for GCEAR’s Expenses, subject to certain exceptions set forth in the GCEAR Merger Agreement.
NOTE 9 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS
The Company has incurred, and will continue to incur, fees and expenses payable to CCI II Management and certain of its affiliates in connection with the Offering and the acquisition, management and disposition of its assets.
Distribution and stockholder servicing fees
The Company pays CCO Capital a distribution and stockholder servicing fee for Class T Shares that is calculated on a daily basis in the amount of 1/365th of 0.8% of the most recent estimated per share NAV of the Class T Shares that were sold in the primary portion of the Offering. The distribution and stockholder servicing fee is paid monthly in arrears from cash flows from operations or, if the Company’s cash flows from operations are not sufficient to pay the distribution and stockholder servicing fee, from borrowings in anticipation of future cash flows. An estimated liability for future distribution and stockholder servicing fees payable to CCO Capital was recognized at the time each Class T Share was sold and included in due to affiliates in the condensed consolidated balance sheets with a corresponding decrease to capital in excess of par value. The Company will cease paying the distribution and stockholder servicing fee with respect to Class T Shares at the earliest of (i) the end of the month in which the transfer agent, on behalf of the Company, determines that total selling commissions and distribution and stockholder servicing fees paid by a stockholder within his or her individual account would be equal to 7.0% of the stockholder’s total gross investment amount at the time of the purchase of the primary Class T Shares held in such account; (ii) the date on which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of the Company’s shares in the Offering, excluding shares sold pursuant to the DRIP portion of the Offering; (iii) the fifth anniversary of the last day of the month in which the Offering (excluding the offering of shares pursuant to the DRIP portion of the Offering) terminated; (iv) the date such Class T Share is no longer outstanding; and (v) the date the Company effects a liquidity event. CCO Capital may, in its discretion, reallow to participating broker-dealers all or a portion of the distribution and stockholder servicing fee for services that such participating broker-dealers perform in connection with the distribution of Class

23
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

T Shares. At the time the Company ceases paying the distribution and stockholder servicing fee with respect to an outstanding Class T Share pursuant to the provisions above, such Class T Share will convert into a number of Class A Shares (including any fractional shares) with an equivalent net asset value as such Class T Share. The Company cannot predict when this will occur. No distribution and stockholder servicing fees are paid to CCO Capital or other participating broker-dealers with respect to shares sold pursuant to the DRIP portion of the Offering or the DRIP Offering.
Acquisition fees and expenses
The Company pays CCI II Management or its affiliates acquisition fees of up to 2.0% of: (i) the contract purchase price of each property or asset the Company acquires; (ii) the amount paid in respect of the development, construction or improvement of each asset the Company acquires; (iii) the purchase price of any loan the Company acquires; and (iv) the principal amount of any loan the Company originates. In addition, the Company reimburses CCI II Management or its affiliates for acquisition-related expenses incurred in the process of acquiring a property or the origination or acquisition of a loan, so long as the total acquisition fees and expenses relating to the transaction do not exceed 6.0% of the contract purchase price, unless otherwise approved by a majority of the Board, including a majority of the Company’s independent directors, as commercially competitive, fair and reasonable to the Company. Other transaction-related expenses, such as advisor reimbursements for disposition activities, are expensed as incurred and are included in transaction-related expenses in the condensed consolidated statements of operations.
Advisory fees and expenses
The Company pays CCI II Management a monthly advisory fee based upon the Company’s monthly average invested assets, which, for those assets acquired prior to July 1, 2020, is based on the estimated market value of such assets used to determine the Company’s estimated per share NAV as of June 30, 2020, as discussed in Note 1 — Organization and Business, and for those assets acquired subsequent to June 30, 2020, is based on the purchase price. The monthly advisory fee is equal to the following amounts: (i) an annualized rate of 0.75% paid on the Company’s average invested assets that are between $0 and $2.0 billion; (ii) an annualized rate of 0.70% paid on the Company’s average invested assets that are between $2.0 billion and $4.0 billion; and (iii) an annualized rate of 0.65% paid on the Company’s average invested assets that are over $4.0 billion.
Operating expenses
The Company reimburses CCI II Management or its affiliates for the operating expenses they paid or incurred in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse CCI II Management or its affiliates for any amount by which the operating expenses (including the advisory fee) at the end of the four preceding fiscal quarters exceed the greater of (i) 2.0% of average invested assets, or (ii) 25.0% of net income, excluding any additions to reserves for depreciation or other similar non-cash reserves and excluding any gain from the sale of assets for that period. The Company will not reimburse CCI II Management or its affiliates for the salaries and benefits paid to personnel in connection with the services for which CCI II Management or its affiliates receive acquisition fees, and the Company will not reimburse CCI II Management for salaries and benefits paid to the Company’s executive officers.
Disposition fees
If CCI II Management or its affiliates provide a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of one or more properties (or the Company’s entire portfolio), the Company will pay CCI II Management or its affiliates a disposition fee in an amount equal to up to one-half of the real estate or brokerage commission paid by the Company to third parties on the sale of such property, not to exceed 1.0% of the contract price of the property sold; provided, however, in no event may the total disposition fees paid to CCI II Management, its affiliates, and unaffiliated third parties, exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price. In addition, if CCI II Management or its affiliates provides a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of one or more assets other than properties, the Company may separately compensate CCI II Management or its affiliates at such rates and in such amounts as the Board, including a majority of the Company’s independent directors, and CCI II Management agree upon, not to exceed an amount equal to 1.0% of the contract price of the assets sold.
Subordinated performance fees
If the Company is sold or its assets are liquidated, CCI II Management will be entitled to receive a subordinated performance fee equal to 15.0% of the net sale proceeds remaining after stockholders have received, from regular distributions plus special distributions paid from proceeds of such sale, a return of their net capital invested and an 8.0% annual cumulative,

24
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

non-compounded return. Alternatively, if the Company’s shares are listed on a national securities exchange, CCI II Management will be entitled to a subordinated performance fee equal to 15.0% 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 stockholders and the amount of distributions necessary to generate an 8.0% annual cumulative, non-compounded return to stockholders. As an additional alternative, upon termination of our advisory agreement with CCI II Management, CCI II Management may be entitled to a subordinated performance fee similar to the fee to which it would have been entitled had the portfolio been liquidated (based on an independent appraised value of the portfolio) on the date of termination. During the three and nine months ended September 30, 2020 and 2019, no subordinated performance fees were incurred related to any such events.
The Company incurred fees and expense reimbursements as shown in the table below for services provided by CCI II Management and its affiliates related to the services described above during the periods indicated (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2020
 
2019
 
2020
 
2019
Distribution and stockholder servicing fees (1)
$
45


$
52

 
$
137

 
$
152

Acquisition fees and expenses
$
71

 
$
670

 
$
1,442

 
$
837

Disposition fees
$
—

 
$
—

 
$
—

 
$
1,562

Advisory fees and expenses
$
2,238

 
$
1,487

 
$
6,494

 
$
5,777

Operating expenses
$
460

 
$
381

 
$
1,054

 
$
992

______________________
(1)
Amounts are calculated in accordance with the dealer manager agreement and exclude the estimated liability for future distribution and stockholder servicing fees payable to CCO Capital of $142,000 and $389,000 for the nine months ended September 30, 2020 and 2019, respectively, which is included in due to affiliates in the condensed consolidated balance sheets with a corresponding decrease to capital in excess of par value.
Due to Affiliates
As of September 30, 2020 and December 31, 2019, $1.1 million was recorded for services and expenses incurred, but not yet reimbursed, to CCI II Management or its affiliates. These amounts are primarily for operating expenses and distribution and stockholder servicing fees payable to CCO Capital. These amounts were included in due to affiliates in the condensed consolidated balance sheets for such periods.
Termination Agreement
Concurrently with the entry into the GCEAR Merger Agreement, the Company and CCI II Management entered into the Termination Agreement. Pursuant to the Termination Agreement, the current Advisory Agreement will be terminated at the effective time of the GCEAR Mergers. Also pursuant to the Termination Agreement, (i) upon consummation of the Mergers or (ii) termination of the Advisory Agreement, if such termination occurs prior to the earlier of the consummation of the Mergers and June 30, 2021, for certain reasons other than a material breach of the Advisory Agreement by CCI II Management, the Company will pay CCI II Management the Subordinated Performance Fee (as defined in the Advisory Agreement) in an amount equal to $26.7 million and the Disposition Fee (as defined in the Advisory Agreement) in an amount equal to $1.8 million.
In the event the GCEAR Merger Agreement is terminated in accordance with its terms, the Termination Agreement will be automatically terminated.
NOTE 10 — ECONOMIC DEPENDENCY
Under various agreements, the Company has engaged and may in the future engage CCI II Management or its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services and stockholder relations. As a result of these relationships, the Company is dependent upon CCI II Management or its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services.

25
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

NOTE 11 — STOCKHOLDERS’ EQUITY
Equity-Based Compensation
On August 9, 2018, the Board approved the adoption of the Company’s 2018 Equity Incentive Plan (the “Plan”), under which 400,000 of the Company’s shares of common stock were reserved for issuance and awards of 376,000 shares of common stock are available for future grant as of September 30, 2020.
As of September 30, 2020, the Company has granted awards of approximately 6,000 restricted Class A Shares to each of the independent members of the Board (approximately 24,000 restricted shares in aggregate) under the Plan. As of September 30, 2020, 12,000 of the restricted Class A Shares had vested based on one year of continuous service. The remaining 12,000 shares issued fully vested on October 1, 2020. The fair value of the Company’s share awards is determined using the Company’s per share NAV on the date of grant. Compensation expense related to these restricted Class A Shares is recognized over the vesting period. The Company recorded compensation expense of $33,000 and $98,000 for the three and nine months ended September 30, 2020 and 2019, respectively, related to these restricted Class A Shares, which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. All of the total compensation expense related to these restricted Class A Shares was recognized ratably over the period of service prior to October 1, 2020.
NOTE 12 — LEASES
The Company’s real estate assets are leased to tenants under operating leases for which the terms, expirations and extension options vary. The Company’s operating leases do not convey to the lessee the right to purchase the underlying asset upon expiration of the lease period. To determine whether a contract contains a lease, the Company reviews contracts to determine if the agreement conveys the right to control the use of an asset. The Company accounts for lease and non-lease components as a single, combined operating lease component. Non-lease components primarily consist of maintenance services, including CAM, real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. Non-lease components are considered to be variable rental and other property income and are recognized in the period incurred.
As of September 30, 2020, the leases had a weighted-average remaining term of 8.3 years. Certain leases include provisions to extend the lease agreements, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other negotiated terms and conditions. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As of September 30, 2020, the future minimum rental income from the Company’s real estate assets under non-cancelable operating leases, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, was as follows (in thousands):
 
 
Future Minimum Rental Income
Remainder of 2020
 
$
18,061

2021
 
75,448

2022
 
77,157

2023
 
74,818

2024
 
70,123

Thereafter
 
347,892

Total
 
$
663,499


26
COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2020 (Unaudited) – (Continued)

Rental and other property income during the three and nine months ended September 30, 2020 and 2019 consisted of the following (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2020
 
2019
 
2020
 
2019
Fixed rental and other property income (1)
$
20,250

 
$
13,518

 
$
60,542

 
$
51,473

Variable rental and other property income (2)
3,252

 
1,165

 
8,421

 
6,556

Total rental and other property income
$
23,502

 
$
14,683

 
$
68,963

 
$
58,029

______________________
(1)
Consists primarily of fixed contractual payments from operating leases with tenants recognized on a straight-line basis over the lease term, including amortization of acquired above- and below-market leases.
(2)
Consists primarily of tenant reimbursements for recoverable real estate taxes and property operating expenses.
The Company has one property subject to a non-cancelable operating ground lease with a remaining term of 2.0 years. Upon initial adoption of ASC 842, the Company recognized a lease liability (in derivative liability, deferred rental income and other liabilities) and a related ROU asset (in prepaid expenses and other assets) of $170,000 in the condensed consolidated balance sheets. The lease liability and ROU asset were initially measured at the present value of the future minimum lease payments using a discount rate of 4.3%. This reflects the Company’s incremental borrowing rate, which was calculated based on the interest rate the Company would incur to borrow on a fully collateralized basis over a term similar to the lease.
The Company recognized $12,000 and $36,000 of ground lease expense during the three and nine months ended September 30, 2020, respectively, all of which was paid in cash during the period it was recognized. As of September 30, 2020, the Company’s scheduled future minimum rental payments related to its operating ground lease is approximately $12,000 for the remainder of 2020, and $48,000 annually for 2021 through the maturity date of the lease in October 2022.
NOTE 13 — SUBSEQUENT EVENTS
The following events occurred subsequent to September 30, 2020:
Termination of CMFT Merger Agreement
Prior to the approval of the CMFT Merger by holders of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon, the Company received an acquisition proposal that the Board determined to be a Superior Proposal. As a result, on October 29, 2020, the Company terminated the CMFT Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal. In accordance with the termination of the CMFT Merger Agreement, the Company paid to CMFT a termination fee of $7.38 million and agreed to pay to CMFT the amount of CMFT’s expenses incurred in connection with the CMFT Merger Agreement up to $3.69 million. For additional information on the termination agreement, see Exhibit 10.4 which is filed in this Quarterly Report on Form 10-Q and is incorporated herein by reference.
GCEAR Merger Agreement
On October 29, 2020, the Company, CCI II OP and CCIT II LP entered into the GCEAR Merger Agreement with the GCEAR Parties. For additional information on the GCEAR Mergers, see Note 1 - Organization and Business - Pending Merger.
Termination of the Advisory Agreement
Concurrently with the entry into the GCEAR Mergers, the Company GCEAR and CCI II Management entered into a termination agreement. For additional information on the termination agreement, see Exhibit 10.3, which is filed in this Quarterly Report on Form 10-Q and is incorporated herein by reference.


27

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. Certain risks may cause our actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a complete discussion of such risk factors, see Item 1A — Risk Factors of this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to those terms in “Part I — Financial Information” of this Quarterly Report on Form 10-Q, including the notes to the condensed consolidated financial statements contained therein, and the terms “we,” “us,” “our” and the “Company” refer to Cole Office & Industrial REIT (CCIT II), Inc.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that reflect our expectations and projections about our future results, performance, prospects and opportunities. We have attempted to identify these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “plans” or similar expressions. These forward-looking statements are based on information currently available to us and are subject to a number of known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those discussed below. In addition, these risks and uncertainties include those associated with (i) the scope, severity and duration of the current pandemic of COVID‑19 and actions taken to contain the pandemic or mitigate its impact, (ii) the potential adverse effect of the COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets, among others, and (iii) general economic, market and other conditions. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or new information, future events or otherwise, except as may be required to satisfy our obligations under federal securities law. The forward-looking statements should be read in light of the risk factors identified in Item 1A — Risk Factors of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2019.
The following are some, but not all, of the assumptions, risks, uncertainties and other factors that could cause our actual results to differ materially from those presented in our forward-looking statements:
•
We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.
•
We are subject to risks associated with tenant, geographic and industry concentrations with respect to our properties.
•
Our properties, intangible assets and other assets may be subject to impairment charges.
•
We could be subject to unexpected costs or unexpected liabilities that may arise from dispositions.
•
We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties, and we may suffer delays or be unable to acquire, dispose of, or lease properties on advantageous terms.
•
We are subject to risks associated with bankruptcies or insolvencies of tenants or from tenant defaults generally.
•
We have substantial indebtedness, which may affect our ability to pay distributions and expose us to interest rate fluctuation risk and the risk of default under our debt obligations.
•
We are subject to risks associated with the incurrence of additional secured or unsecured debt.
•
We may not be able to maintain profitability.
•
We may not generate cash flows sufficient to pay our distributions to stockholders or meet our debt service obligations.
•
Our continued compliance with debt covenants depends on many factors and could be impacted by current or future economic conditions associated with the COVID-19 pandemic.
•
We may be affected by risks resulting from losses in excess of insured limits.
•
We may fail to remain qualified as a REIT for U.S. federal income tax purposes.
•
Our advisor has the right to terminate the Advisory Agreement upon 60 days’ written notice without cause or penalty.

28

Definitions
We use certain defined terms throughout this Quarterly Report on Form 10-Q that have the following meanings:
The phrase “annualized rental income” refers to the straight-line rental revenue under our leases on operating properties owned as of the respective reporting date, which includes the effect of rent escalations and any tenant concessions, such as free rent, and excludes any contingent rent, such as percentage rent. Management uses annualized rental income as a basis for tenant, industry and geographic concentrations and other metrics within the portfolio. Annualized rental income is not indicative of future performance.
Under a “net lease,” the tenant occupying the leased property (usually as a single tenant) does so in much the same manner as if the tenant were the owner of the property. The tenant generally agrees that it will either have no ability or only limited ability to terminate the lease or abate rent prior to the expiration of the term of the lease as a result of real estate driven events such as casualty, condemnation or failure by the landlord to fulfill its obligations under the lease. There are various forms of net leases, most typically classified as either triple-net or double-net. Triple-net leases typically require the tenant to pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs, including roof, structure and parking lot). Double-net leases typically hold the landlord responsible for the capital expenditures for the roof and structure, while the tenant is responsible for all lease payments and remaining operating expenses associated with the property (e.g., real estate taxes, insurance and maintenance).
Overview
We were formed on February 26, 2013, and we elected to be taxed, and currently qualify, as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2014. We commenced our principal operations on January 13, 2014 when we satisfied the minimum offering conditions of our escrow agreement and issued approximately 275,000 shares of our common stock in the Offering. We have no paid employees and are externally advised and managed and operated by CCI II Management. CIM indirectly owns and/or controls CCI II Management; our dealer manager, CCO Capital; our property manager, CREI Advisors; and CCO Group.
We ceased issuing shares in the Offering on September 17, 2016, but continued to issue Class A Shares and Class T Shares under the DRIP Offering until, on August 30, 2020, the Board suspended the DRIP Offering in connection with the entry of the Company into the CMFT Merger Agreement. We expect that property acquisitions in 2020 and future periods will be funded by secured or unsecured borrowings from banks and other lenders, proceeds from our DRIP Offering, cash flows from operations and the strategic sale of properties and other assets.
Our operating results and cash flows are primarily influenced by rental and other property income from our commercial properties, interest expense on our indebtedness, and acquisition and operating expenses. As 99.6% of our rentable square feet was under lease as of September 30, 2020, with a weighted average remaining lease term of 8.3 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, including due to circumstances related to the COVID-19 pandemic. Our advisor regularly monitors the creditworthiness of our tenants by reviewing each tenant’s financial results, any available credit rating agency reports 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.
COVID-19
We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business. The global spread of COVID-19 has created significant uncertainty and economic disruption, both in the near-term and potentially longer-term and has negatively impacted almost every industry directly or indirectly, including industries in which we and our tenants operate.
The extent to which this pandemic could affect our financial condition, liquidity, and results of operations is difficult to predict and depends on evolving factors, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The magnitude of the outbreak will depend on factors beyond our control including actions taken by local, state and federal agencies, non-governmental organizations, the medical community, our tenants, and others. Due to these uncertainties, we are unable to predict the impact that the COVID-19 pandemic will have on our financial condition, results of

29

operation and cash flows in future periods or the impact that the COVID-19 pandemic will have on our tenants and other business partners; however, any material effect on these parties could adversely impact us.
As of September 30, 2020, we collected 100% of rental payments originally contracted for the three and nine months ended September 30, 2020.
We are actively managing our response to the COVID-19 pandemic in collaboration with our tenants and business partners and are assessing potential impacts to our financial position and operating results, as well as potential adverse developments in our business. Further, in order to manage the financial health of the Company, our Board is making its determinations with respect to the declaration of distributions on a monthly, instead of quarterly basis, and has approved and adopted a second amended and restated distribution reinvestment plan (the “Amended DRIP”) and an amended and restated share redemption program (the “Amended Share Redemption Program”) that, among other changes, provides that the Amended DRIP and the Amended Share Redemption Program may be suspended at any time by majority vote of the Board without prior notice if the Board believes such action is in the best interest of the Company and its stockholders. In connection with the entry of the Company into the CMFT Merger Agreement, on August 30, 2020, the Board approved the suspension of the Amended DRIP and the Amended Share Redemption Program. For further information regarding the impact of the COVID-19 pandemic on the Company, see Part II, Item 1A titled “Risk Factors.”
Pending Merger
On August 30, 2020, we, CMFT and CMFT Merger Sub entered into the CMFT Merger Agreement. Subject to the terms and conditions of the CMFT Merger Agreement, we would have merged with and into the CMFT Merger Sub, with CMFT Merger Sub surviving the CMFT Merger, such that following the CMFT Merger, the surviving entity would continue as a wholly owned subsidiary of CMFT.
On October 29, 2020, the Company terminated the CMFT Merger Agreement and entered into the Termination Notice with CMFT reflecting such termination and pursuant to which, among other things, the Company paid the termination fee equal to $7.38 million to CMFT and agreed to pay to CMFT the amount of CMFT’s Expenses (as defined in the CMFT Merger Agreement), up to $3.69 million.
On October 29, 2020, we, CCI II OP, CCIT II LP and the GCEAR Parties entered into the GCEAR Merger Agreement. Subject to the terms and conditions of the GCEAR Merger Agreement, we will merge with and into Merger Sub, with Merger Sub surviving the REIT Merger, such that following the REIT Merger, the surviving entity will continue as a wholly owned subsidiary of GCEAR. In accordance with the applicable provisions of the MGCL, the separate existence of us shall cease at the effective time of the REIT Merger. In addition, and subject to the terms and conditions of the GCEAR Merger Agreement, OP Merger Sub will be merged with and into CCI II OP with CCI II OP being the surviving entity, and CCIT II LP will be merged with and into LP Merger Sub with LP Merger Sub being the surviving entity.
At the effective time of the GCEAR Mergers and subject to the terms and conditions of the GCEAR Merger Agreement, each issued and outstanding Class A Share and Class T Share will be converted into the right to receive 1.392 shares of GCEAR Common Stock, subject to the treatment of fractional shares in accordance with the GCEAR Merger Agreement, and each issued and outstanding unit of limited partnership of CCI II OP that is held by us will be converted into the right to receive 1.392 Class E units of interest in the GCEAR Operating Partnership, subject to the treatment of fractional units in accordance with the GCEAR Merger Agreement.
The GCEAR Merger Agreement also provides that prior to the Stockholder Approval, our Board may, under specified circumstances, make an Adverse Recommendation Change (as defined in the GCEAR Merger Agreement), including withdrawing its recommendation of the GCEAR Mergers, subject to complying with certain conditions set forth in the GCEAR Merger Agreement. In addition, we may terminate the GCEAR Merger Agreement in order to enter into an “Alternative Acquisition Agreement” with respect to a “Superior Proposal” (each as defined in the GCEAR Merger Agreement) at any time prior to receipt by us of the Stockholder Approval pursuant to and subject to the terms and conditions of the GCEAR Merger Agreement.
If the GCEAR Merger Agreement is terminated in connection with us acceptance of a Superior Proposal or making an Adverse Recommendation Change, then we must pay to GCEAR a termination fee of $18.5 million and up to $3.7 million as reimbursement for GCEAR’s Expenses (as defined in the GCEAR Merger Agreement), subject to certain exceptions set forth in the GCEAR Merger Agreement.
The GCEAR Mergers are intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

30

For additional information on the CMFT Merger and the GCEAR Mergers, see Note 1 — Organization and Business to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q and our Current Reports on Form 8-K filed with the SEC on August 31, 2020 and November 2, 2020.
Operating Highlights and Key Performance Indicators
2020 Activity
•
Acquired two properties for an aggregate purchase price of $59.5 million.
•
Increased total debt by $40.9 million, from $371.1 million to $412.0 million.
•
Paid off mortgage-related fixed debt of $171.1 million.
Portfolio Information
As of September 30, 2020, we owned 26 properties comprising 3.9 million rentable square feet of commercial space located in 12 states, which were 99.6% leased with a weighted average remaining lease term of 8.3 years. As of September 30, 2020, two of our tenants, Keurig Green Mountain and Freeport-McMoRan, accounted for 15% and 12%, respectively, of our 2020 annualized rental income. As of September 30, 2020, we also had certain geographic concentrations in our property holdings. In particular, as of September 30, 2020, four of our properties were located in Massachusetts, four properties were located in California, two properties were located in Arizona, and four properties were located in Texas which accounted for 21%, 18%, 15% and 11% of our 2020 annualized rental income, respectively. In addition, we had tenants in the manufacturing, mining and natural resources, wholesale, and professional services industries, which comprised 20%, 15%, 15% and 12%, respectively, of our 2020 annualized rental income.
The following table shows the property statistics of our real estate assets as of September 30, 2020 and 2019:
 
As of September 30,
 
2020
 
2019
Number of commercial properties
26

 
19

Rentable square feet (in thousands)
3,914

 
2,915

Percentage of rentable square feet leased
99.6
%
 
99.9
%
Percentage of investment-grade tenants (1)
52.9
%
 
54.0
%
____________________________________
(1)
Investment-grade tenants are those with a credit rating of BBB- or higher by Standard & Poor’s Financial Services LLC (“Standard & Poor’s”) or a credit rating of Baa3 or higher by Moody’s Investor Service, Inc. (“Moody’s”). The ratings may reflect those assigned by Standard & Poor’s or Moody’s to the lease guarantor or the parent company, as applicable. The weighted average credit rating is weighted based on annualized rental income and is for only those tenants rated by Standard & Poor’s.
The following table summarizes our real estate acquisition activity during the three and nine months ended September 30, 2020 and 2019:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2020
 
2019
 
2020
 
2019
Commercial properties acquired
—

 
1

 
2

 
1

Purchase price of acquired properties (in thousands)
$
—

 
$
32,952

 
$
59,505

 
$
32,952

Rentable square feet of acquired properties (in thousands)
—

 
115

 
261

 
115

Results of Operations
Overview
We are not aware of any material trends or uncertainties, other than those listed in the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 and this Quarterly Report on Form 10-Q, the effects of the recent outbreak of the COVID-19 pandemic, and national economic conditions affecting real estate in general, that may reasonably be expected to have a material impact on our results from the acquisition, management and operation of properties. Currently, we are unable to predict the impact that the COVID-19 pandemic will have on our financial condition, results of operations and cash flows in future periods due to numerous uncertainties.

31

Same Store Analysis
Our results of operations are influenced by the timing of acquisitions and the operating performance of our real estate assets. We review our stabilized operating results, measured by net operating income, from properties that we owned for the entirety of both the current and prior year reporting periods, referred to as “same store” properties, and we believe that the presentation of operating results for same store properties provides useful information to stockholders. Net operating income is a supplemental non-GAAP financial measure of a real estate company’s operating performance. Net operating income is considered by management to be a helpful supplemental performance measure, as it enables management to evaluate the impact of occupancy, rents, leasing activity, and other controllable property operating results at our real estate properties, and it provides a consistent method for the comparison of our properties. We define net operating income as operating revenues less operating expenses, which exclude (i) depreciation and amortization, (ii) interest expense and other non-property related revenue and expense items such as (a) general and administrative expenses, (b) advisory fees, (c) transaction-related expenses and (d) interest and other income. Our net operating income may not be comparable to that of other REITs and should not be considered to be more relevant or accurate in evaluating our operating performance than the current GAAP methodology used in calculating net income. In determining the same store property pool, we include all properties that were owned for the entirety of both the current and prior reporting periods, except for properties during the current or prior year that were under development or redevelopment.
Comparison of the Three Months Ended September 30, 2020 and 2019
The following table reconciles net income, calculated in accordance with GAAP, to net operating income (dollar amounts in thousands):
 
For the Three Months Ended September 30,
 
2020
 
2019
 
Change
Net income
$
3,384

 
$
2,861

 
$
523

Loss on extinguishment of debt
9

 
—

 
9

Interest expense and other, net
3,021

 
1,433

 
1,588

Operating income
6,414

 
4,294

 
2,120

 
 
 
 
 
 
Depreciation and amortization
8,662

 
5,635

 
3,027

Transaction-related expenses
72

 
24

 
48

Merger-related expenses
686

 
—

 
686

Advisory fees and expenses
2,238

 
1,487

 
751

General and administrative expenses
1,470

 
1,237

 
233

Net operating income
$
19,542

 
$
12,677

 
$
6,865

A total of 18 properties were acquired before July 1, 2019 and represent our “same store” properties during the three months ended September 30, 2020 and 2019. “Non-same store” properties, for purposes of the table below, includes properties acquired or disposed of on or after July 1, 2019. The following table details the components of net operating income broken out between same store and non-same store properties (dollar amounts in thousands):
 
Total
 
Same Store
 
Non-Same Store
 
Three Months Ended
September 30,
 
Three Months Ended
September 30,
 
Three Months Ended
September 30,
 
2020
 
2019
 
Change
 
2020
 
2019
 
Change
 
2020
 
2019
 
Change
Rental and other property income
$
23,502

 
$
14,683

 
$
8,819

 
$
14,681

 
$
14,630

 
$
51

 
$
8,821

 
$
53

 
$
8,768

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating expenses
2,738

 
1,503

 
1,235

 
1,421

 
1,501

 
(80
)
 
1,317

 
2

 
1,315

Real estate tax expenses
1,222

 
503

 
719

 
526

 
503

 
23

 
696

 
—

 
696

Total property operating expenses
3,960

 
2,006

 
1,954

 
1,947

 
2,004

 
(57
)
 
2,013

 
2

 
2,011

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net operating income
$
19,542

 
$
12,677

 
$
6,865

 
$
12,734

 
$
12,626

 
$
108

 
$
6,808

 
$
51

 
$
6,757

Loss on Extinguishment of Debt

32

Loss on extinguishment of debt was $9,000 for the three months ended September 30, 2020 in connection with the termination of one mortgage note during the period. No such activity occurred during the three months ended September 30, 2019.
Interest Expense and Other, Net
The increase in interest expense and other, net of $1.6 million during the three months ended September 30, 2020, as compared to the same period in 2019, was primarily due to an increase in the average aggregate amount of debt outstanding to $411.9 million during the three months ended September 30, 2020, compared to an average outstanding debt balance of $371.1 million for the three months ended September 30, 2019, offset by a decrease in the weighted average interest rate from 3.6% as of September 30, 2019 to 2.3% as of September 30, 2020.
Depreciation and Amortization
The increase in depreciation and amortization expense of $3.0 million during the three months ended September 30, 2020, as compared to the same period in 2019, was primarily due to the acquisition of seven properties subsequent to September 30, 2019.
Transaction-Related Expenses
We pay CCI II Management or its affiliates acquisition fees of up to 2.0% of: (1) the contract purchase price of each property or asset we acquire; (2) the amount paid in respect of the development, construction or improvement of each asset we acquire; (3) the purchase price of any loan we acquire; and (4) the principal amount of any loan we originate. We reimburse CCI II Management or its affiliates for transaction-related expenses incurred in the process of acquiring a property or the origination or acquisition of a loan, so long as the total expenses relating to the transaction do not exceed 6.0% of the contract purchase price, unless otherwise approved by a majority of the Board, including a majority of our independent directors, as commercially competitive, fair and reasonable to us. Other transaction-related expenses, such as advisor reimbursements for disposition activities, are expensed as incurred.
The increase in transaction-related expenses of $48,000 during the three months ended September 30, 2020, as compared to the same period in 2019, was primarily due to an increase in reimbursements to our advisor during the three months ended September 30, 2020.
Merger-Related Expenses
In connection with the CMFT Merger, we incurred consulting fees of $686,000 during both the three months ended September 30, 2020. No such fees were incurred during the three months ended September 30, 2019.
Advisory Fees and Expenses
Pursuant to the advisory agreement with CCI II Management and based upon the amount of our current invested assets, we are required to pay to CCI II Management a monthly advisory fee equal to one-twelfth of 0.75% of the average invested assets. Additionally, we may be required to reimburse certain expenses incurred by CCI II Management in providing advisory services, subject to limitations as set forth in the advisory agreement.
The increase in advisory fees and expenses of $751,000 during the three months ended September 30, 2020, as compared to the same period in 2019, was primarily due to an increase in our average invested assets to $1.1 billion for the three months ended September 30, 2020, compared to $733.3 million during the same period in 2019, as a result of the acquisition of seven properties subsequent to September 30, 2019.
General and Administrative Expenses
The primary general and administrative expense items are certain expense reimbursements to our advisor, escrow and trustee fees, and state income taxes.
The increase in general and administrative expenses of $233,000 during the three months ended September 30, 2020, as compared to the same period in 2019, was primarily due to an increase in state income and franchise taxes.
Net Operating Income
Same store property net operating income increased $108,000 during the three months ended September 30, 2020, as compared to the same period in 2019. The increase was primarily due to a reduction in non-reimbursable repairs and maintenance during the three months ended September 30, 2020, as compared to the same period in 2019.

33

Non-same store property net operating income increased $6.8 million during the three months ended September 30, 2020, as compared to the same period in 2019. The increase was primarily due to the acquisition of seven properties subsequent to September 30, 2019.
Comparison of the Nine Months Ended September 30, and 2019
The following table reconciles net income, calculated in accordance with GAAP, to net operating income (dollar amounts in thousands):
 
For the Nine Months Ended September 30,
 
2020
 
2019
 
Change
Net income
$
10,895

 
$
129,289

 
$
(118,394
)
Loss on extinguishment of debt
9

 
570

 
(561
)
Interest expense and other, net
10,381

 
9,628

 
753

Operating income
21,285

 
139,487

 
(118,202
)
 
 
 
 
 
 
Gain on disposition of real estate, net
—

 
(119,978
)
 
119,978

Depreciation and amortization
25,830

 
20,241

 
5,589

Transaction-related expenses
150

 
200

 
(50
)
Merger-related expenses
686

 
—

 
686

Advisory fees and expenses
6,494

 
5,777

 
717

General and administrative expenses
4,192

 
3,702

 
490

Net operating income
$
58,637

 
$
49,429

 
$
9,208

A total of 18 properties were acquired before January 1, 2019 and represent our “same store” properties during the nine months ended September 30, 2020 and 2019. “Non-same store” properties, for purposes of the table below, includes properties acquired or disposed of on or after January 1, 2019. The following table details the components of net operating income broken out between same store and non-same store properties (dollar amounts in thousands):
 
Total
 
Same Store
 
Non-Same Store
 
Nine Months Ended September 30,
 
Nine Months Ended September 30,
 
Nine Months Ended September 30,
 
2020
 
2019
 
Change
 
2020
 
2019
 
Change
 
2020
 
2019
 
Change
Rental and other property income
$
68,963

 
$
58,029

 
$
10,934

 
$
43,641

 
$
44,139

 
$
(498
)
 
$
25,322

 
$
13,890

 
$
11,432

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating expenses
6,903

 
5,340

 
1,563

 
3,816

 
4,216

 
(400
)
 
3,087

 
1,124

 
1,963

Real estate tax expenses
3,423

 
3,260

 
163

 
1,569

 
1,506

 
63

 
1,854

 
1,754

 
100

Total property operating expenses
10,326

 
8,600

 
1,726

 
5,385

 
5,722

 
(337
)
 
4,941

 
2,878

 
2,063

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net operating income
$
58,637

 
$
49,429

 
$
9,208

 
$
38,256

 
$
38,417

 
$
(161
)
 
$
20,381

 
$
11,012

 
$
9,369

Loss on Extinguishment of Debt
Loss on extinguishment of debt decreased $561,000 for the nine months ended September 30, 2020, as compared to the same period in 2019, due to the disposition of underlying properties related to one mortgage note during 2019.
Interest Expense and Other, Net
The increase in interest expense and other, net of $753,000 during the nine months ended September 30, 2020, as compared to the same period in 2019, was primarily due to the decrease in interest income received from our money market account related to the portfolio dispositions in 2019, offset by a decrease in the weighted average interest rate from 3.6% as of September 30, 2019 to 2.3% as of September 30, 2020 and a decrease in the average aggregate amount of debt outstanding to $418.6 million during the nine months ended September 30, 2020, compared to an average outstanding debt balance of $449.6 million for the nine months ended September 30, 2019.
Gain on Disposition of Real Estate, Net
Gain on disposition of real estate, net was $120.0 million for the nine months ended September 30, 2019. The gain recorded was due to the disposition of 18 industrial properties during the nine months ended September 30, 2019. No dispositions occurred during the nine months ended September 30, 2020.

34

Depreciation and Amortization
The increase in depreciation and amortization expense of $5.6 million during the nine months ended September 30, 2020, as compared to the same period in 2019, was primarily due to the purchase of seven properties subsequent to September 30, 2019, offset by the disposition of 18 properties during the nine months ended September 30, 2019.
Transaction-Related Expenses
We pay CCI II Management or its affiliates acquisition fees of up to 2.0% of: (1) the contract purchase price of each property or asset we acquire; (2) the amount paid in respect of the development, construction or improvement of each asset we acquire; (3) the purchase price of any loan we acquire; and (4) the principal amount of any loan we originate. We reimburse CCI II Management or its affiliates for transaction-related expenses incurred in the process of acquiring a property or the origination or acquisition of a loan, so long as the total expenses relating to the transaction do not exceed 6.0% of the contract purchase price, unless otherwise approved by a majority of the Board, including a majority of our independent directors, as commercially competitive, fair and reasonable to us. Other transaction-related expenses, such as advisor reimbursements for disposition activities, are expensed as incurred.
The decrease in transaction-related expenses of $50,000 during the nine months ended September 30, 2020, as compared to the same period in 2019, was primarily due to advisor reimbursements incurred during the nine months ended September 30, 2019 in connection with the sale of 18 properties, compared to two property acquisitions during the nine months ended September 30, 2020.
Merger-Related Expenses
In connection with the CMFT Merger, we incurred consulting fees of $705,000 during the nine months ended September 30, 2020. No such fees were incurred during the nine months ended September 30, 2019.
Advisory Fees and Expenses
Pursuant to the advisory agreement with CCI II Management and based upon the amount of our current invested assets, we are required to pay to CCI II Management a monthly advisory fee equal to one-twelfth of 0.75% of the average invested assets. Additionally, we may be required to reimburse certain expenses incurred by CCI II Management in providing advisory services, subject to limitations as set forth in the advisory agreement.
The increase in advisory fees and expenses of $717,000 during the nine months ended September 30, 2020, as compared to the same period in 2019, was primarily due to an increase in our average invested assets to $1.1 billion for the nine months ended September 30, 2020, compared to $960.1 million during the same period in 2019.
General and Administrative Expenses
The primary general and administrative expense items are certain expense reimbursements to our advisor, escrow and trustee fees, and state income taxes.
The increase in general and administrative expenses of $490,000 during the nine months ended September 30, 2020, as compared to the same period in 2019, was primarily due to an increase in state income and franchise taxes.
Net Operating Income
Same store property net operating income decreased $161,000 during the nine months ended September 30, 2020, as compared to the same period in 2019. The decrease was primarily due to decreases in tenant reimbursement income and increases in real estate taxes at several properties during the nine months ended September 30, 2020, as compared to the same period in 2019.
Non-same store property net operating income increased $9.4 million during the nine months ended September 30, 2020, as compared to the same period in 2019. The increase was primarily due to the acquisition of seven properties subsequent to September 30, 2019, offset by the disposition of 18 properties during the nine months ended September 30, 2019.

35

Distributions
Prior to April 1, 2020, on a quarterly basis, our Board authorized a daily distribution for the succeeding quarter. Our Board authorized the following daily distribution amounts per share for the periods indicated below:
Period Commencing
 
Period Ending
 
Daily Distribution Amount (1)
January 14, 2014
 
March 31, 2014
 
$0.001643836
April 1, 2014
 
December 31, 2015
 
$0.0017260274
January 1, 2016
 
December 31, 2016
 
$0.0017213115
January 1, 2017
 
December 31, 2019
 
$0.001726027
January 1, 2020
 
March 31, 2020
 
$0.001721311
______________________
(1)
Less the per share distribution and stockholder servicing fees that are payable with respect to Class T Shares (as calculated on a daily basis).
On April 20, 2020, our Board decided to make a determination as to the amount and timing of distributions on a monthly, instead of quarterly, basis until such time that we have greater visibility into the impact that the COVID-19 pandemic will have on our tenants’ ability to continue to pay rent on their leases on a timely basis or at all, the degree to which federal, state or local governmental authorities grant rent relief or other relief or amnesty programs applicable to our tenants, our ability to access the capital markets, and on the United States and worldwide financial markets and economy.
After April 1, 2020, on a monthly basis, our Board has authorized a monthly distribution amount. On August 30, 2020, in connection with the entry of the Company into the CMFT Merger Agreement, our Board suspended the DRIP Offering, and, therefore, further distributions will be paid in cash to all stockholders unless and until we reinstate the DRIP Offering. Our Board authorized the following monthly distribution amounts per share for the periods indicated below:
Record Date
 
Distribution Amount (1)
April 30, 2020
 
$0.0350
May 31, 2020
 
$0.0387
June 30, 2020
 
$0.0409
July 30, 2020
 
$0.0414
August 28, 2020
 
$0.0414
September 29, 2020
 
$0.0414
October 29, 2020
 
$0.0414
November 27, 2020
 
$0.0414
______________________
(1)
Less the per share distribution and stockholder servicing fees that are payable with respect to Class T Shares (as calculated on a daily basis).
As of September 30, 2020, we had distributions payable of $2.8 million.

36

The following table presents distributions and sources of distributions for the periods indicated below (dollar amounts in thousands):
 
Nine Months Ended September 30,
 
2020
 
2019
 
Amount
 
Percent
 
Amount
 
Percent
Distributions paid in cash
$
86,503

 
90
%
 
$
16,876

 
53
%
Distributions reinvested
10,142

 
10
%
 
14,835

 
47
%
Total distributions
$
96,645

 
100
%
 
$
31,711

 
100
%
Sources of distributions:
 
 
 
 
 
 
 
Net cash provided by operating activities (1)
$
27,289

 
28
%
 
$
31,007

(2) 
98
%
Proceeds from real estate dispositions
69,356

(3) 
72
%
 
—

 
—
%
Proceeds from issuance of common stock
—

 
—
%
 
704

(4) 
2
%
Total sources
$
96,645

 
100
%
 
$
31,711

 
100
%
______________________
(1)
Net cash provided by operating activities for the nine months ended September 30, 2020 and 2019 was $33.4 million and $23.3 million, respectively.
(2)
Our distributions covered by cash flows from operating activities for the nine months ended September 30, 2019 include cash flows from operating activities in excess of distributions from prior periods of $7.7 million.
(3)
On December 23, 2019, our Board authorized the declaration of a distribution of $1.03 per share (the “2019 Distribution”) on our Class A Shares and Class T Shares to all stockholders of record of such shares as of the close of business on December 30, 2019. The 2019 Distribution was paid on January 15, 2020. We designated the 2019 Distribution as a special distribution, which represents a portion of the proceeds from the sale of 18 industrial properties on April 9, 2019.
(4)
In accordance with GAAP, certain real estate acquisition-related fees and expenses, such as expenses and fees incurred in connection with property acquisitions accounted for as business combinations, are expensed, and therefore reduce net cash flows from operating activities. Therefore, for consistency, proceeds from the issuance of common stock used as a source of distributions for the nine months ended September 30, 2019 includes the amount by which real estate acquisition-related fees and expenses have reduced net cash flows from operating activities in those prior periods.
Share Redemptions
Our share redemption program permits our stockholders to sell their shares of common stock back to us, subject to certain conditions and limitations. Funding for the redemption of shares will be limited to the cumulative net proceeds we receive from the sale of shares under the DRIP Offering, net of shares redeemed to date. In addition, we will generally limit quarterly redemptions to approximately 1.25% of the weighted average number of shares outstanding during the trailing 12-month period ending on the last day of the fiscal quarter for which the redemptions are being paid, and to the net proceeds we receive from the sale of shares in the respective quarter under the DRIP Offering. In addition, our Board may choose to amend the terms of, suspend or terminate our share redemption program at any time in its sole discretion if it believes that such action is in the best interest of us and our stockholders. Any material modifications or suspension of the share redemption program will be disclosed to our stockholders as promptly as practicable in our reports filed with the SEC and via our website. Any of the foregoing limits might prevent us from accommodating all redemption requests made in any fiscal quarter or in any 12-month period. In connection with the entry of the Company into the CMFT Merger Agreement, on August 30, 2020, our Board suspended our share redemption program, and therefore, no shares will be redeemed from our stockholders after that date unless and until the share redemption program is reinstated. During the nine months ended September 30, 2020, we received valid redemption requests under our share redemption program totaling approximately 8.6 million shares, of which we redeemed approximately 786,000 shares as of September 30, 2020 for $7.9 million at an average redemption price of $10.00 per share. The remaining redemption requests relating to approximately 7.8 million shares went unfulfilled. A valid redemption request is one that complies with the applicable requirements and guidelines of our share redemption program then in effect. The share redemptions were funded with proceeds from the DRIP Offering.
Liquidity and Capital Resources
General
We are continuing to closely monitor the outbreak of the COVID-19 pandemic and its impact on our business, tenants, operating partners and the economy as a whole. The COVID-19 pandemic has not had a material impact on our operations; however, we cannot estimate the ultimate magnitude and duration of the pandemic and its impact on our future operations and liquidity as of the filing date of our report. If the outbreak continues on its current trajectory, such impacts could be material.

37

Our Credit Facility provides for borrowings of up to $500.0 million, which includes a $300.0 million Term Loan and up to $200.0 million in Revolving Loans. As of September 30, 2020, we had $88.0 million in unused capacity under the Credit Facility, subject to borrowing availability. The Company had available borrowings of $88.0 million as of September 30, 2020. As of September 30, 2020, we also had cash and cash equivalents of $16.1 million.
Subject to potential credit losses in the remainder of 2020 due to tenants that default on their leases, file bankruptcy and/or otherwise experience significant financial difficulty as a result of the COVID-19 pandemic, we expect to meet our short-term liquidity requirements through available cash, cash provided by property operations, proceeds from the Offerings and borrowings from the Credit Facility or other sources. Additionally, given the impact of the COVID-19 pandemic, our Board has decided to make a determination as to the amount and timing of distributions on a monthly, instead of a quarterly, basis until such time that we have greater visibility into the impact that the COVID-19 pandemic will have on our property valuations. During the nine months ended September 30, 2020, our Board approved and adopted the Amended DRIP and the Amended Share Redemption Program that, among other changes, respectively provide that the Amended DRIP and the Amended Share Redemption Program may be suspended at any time by majority vote of the Board without prior notice if the Board believes such action is in the best interest of the Company and its stockholders.
As of September 30, 2020, we believe that we were in compliance with the financial covenants of the Credit Agreement. However, our continued compliance with these debt covenants depends on many factors, including rent collections, which is impacted by the current and future economic conditions related to the COVID-19 pandemic.
We expect to utilize proceeds from real estate dispositions, cash flows from operations, future proceeds from secured or unsecured financing and funds from the DRIP Offering to fund future property acquisitions, certain capital expenditures, including tenant improvements, and for operating expenses, distributions to stockholders and general corporate uses. The sources of our operating cash flows will primarily be provided by the rental and other property income received from current and future leased properties.
On August 25, 2016, we registered an aggregate of $120.0 million of Class A Shares and Class T Shares under the DRIP Offering. We continued to issue Class A Shares and Class T Shares under the DRIP Offering until, on August 30, 2020, the Board approved the suspension of the Amended DRIP and the Amended Share Redemption Program.
Short-term Liquidity and Capital Resources
On a short-term basis, our principal demands for funds will be for operating expenses, distributions to stockholders, redemptions, certain capital expenditures, and interest and principal on current and any future debt financings. We expect to meet our short-term liquidity requirements through cash proceeds from real estate asset dispositions, net cash flows provided by operations and proceeds from the DRIP Offering, as well as secured or unsecured borrowings from banks and other lenders. We believe that the resources stated above will be sufficient to satisfy our operating requirements for the foreseeable future, and we do not anticipate a need to raise funds from sources other than those described above within the next 12 months. Management intends to use the proceeds from the sale of its disposition of properties to, among other things, acquire additional high-quality net-lease properties in furtherance of our investment objectives and for other general corporate purposes.
Long-term Liquidity and Capital Resources
On a long-term basis, our principal demands for funds will be for the payment of capital expenditures, operating expenses, distributions to, and redemptions by, stockholders, interest and principal on any current and future indebtedness and future property acquisitions. Generally, we expect to meet our long-term liquidity requirements through proceeds from net cash flows provided by operations, secured or unsecured borrowings from banks and other lenders, and the DRIP Offering.
We expect that substantially all net cash flows from operations will be used to pay distributions to our stockholders after certain capital expenditures, including tenant improvements, are paid; however, we may use other sources to fund distributions, as necessary, including proceeds from the DRIP Offering, borrowings on our Credit Facility and/or future borrowings on our unencumbered assets. To the extent that cash flows from operations are lower due to lower than expected returns on the properties, distributions paid to our stockholders may be lower. We expect that substantially all net cash flows from the DRIP Offering or debt financings will be used to fund certain capital expenditures, repayments of outstanding debt or distributions to, and redemptions by, our stockholders.
Contractual Obligations
As of September 30, 2020, we had debt outstanding with a carrying value of $412.0 million and a weighted average interest rate of 2.3%. See Note 7 — Credit Facility and Note Payable to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for certain terms of our debt outstanding.

38

Our contractual obligations as of September 30, 2020 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 – Credit Facility
$
412,000

 
$
—

 
$
—

 
$
412,000

 
$
—

Interest payments – Credit Facility (2)
36,581

 
9,506

 
19,064

 
8,011

 
—

Total
$
448,581

 
$
9,506

 
$
19,064

 
$
420,011

 
$
—

______________________
(1)
The table does not include amounts due to CCI II Management or its affiliates pursuant to our Advisory Agreement because such amounts are not fixed and determinable.
(2)
Payment obligations for the Swapped Term Loan outstanding under the Credit Facility are based on the interest rate of 3.07% as of September 30, 2020, which is the fixed rate under the interest rate swap agreement. Payment obligations for the remaining balance of the Term Loan outstanding are based on the interest rate of 1.6%. There was $112.0 million outstanding under the Revolving Loans with a weighted average interest rate of 1.6% as of September 30, 2020.
We expect to incur additional borrowings in the future to acquire additional properties and other real estate-related assets. There is no limitation on the amount we may borrow against any single improved property. Our borrowings will not exceed 75% of the cost of our gross assets (or 300% of net assets) as of the date of any borrowing, which is the maximum level of indebtedness permitted under the North American Securities Administrators Association Statement of Policy Regarding Real Estate Investment Trusts; however, we may exceed that limit if both approved by a majority of our independent directors and disclosed to our stockholders in the next quarterly report along with a justification for such excess borrowing. Consistent with CCI II Management’s approach toward the moderate use of leverage, our Board has adopted a policy to further limit our borrowings to 60% of the greater of cost (before deducting depreciation or other non-cash reserves) or fair market value of our gross assets, unless excess borrowing is approved by a majority of the independent directors and disclosed to our stockholders in the next quarterly report along with a justification for such excess borrowing. As of September 30, 2020, our ratio of debt to total gross assets net of gross intangible lease liabilities was 41.6% and our ratio of debt to the fair market value of our gross assets net of gross intangible lease liabilities was 37.7%. Fair market value is based on the estimated market value of our real estate assets as of June 30, 2020 that were used to determine our estimated per share NAV, and for those assets acquired from July 1, 2020 through September 30, 2020, is based on the purchase price.
Our management reviews net debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage, and we therefore believe that the presentation of net debt provides useful information to stockholders. Net debt is a non-GAAP measure used to show our outstanding principal debt balance, excluding certain GAAP adjustments, such as financing and issuance costs and related accumulated amortization, less all cash and cash equivalents. As of September 30, 2020, our net debt leverage ratio, which is the ratio of net debt to total gross real estate assets net of gross intangible lease liabilities, was 40.0%.
The following table provides a reconciliation of the credit facility and note payable, net balance, as reported on our condensed consolidated balance sheet, to net debt as of September 30, 2020 (dollar amounts in thousands):
 
 
Balance as of September 30, 2020
Credit facility and note payable, net
 
$
410,149

Deferred costs (1)
 
1,851

Less: Cash and cash equivalents
 
(16,072
)
Net debt
 
$
395,928

Gross real estate assets, net (2)
 
$
989,867

Net debt leverage ratio
 
40.0
%
______________________
(1)
Deferred costs relate to mortgage note payable and the term portion of the Credit Facility.
(2)
Net of gross intangible lease liabilities.
Cash Flow Analysis
Operating Activities. Net cash provided by operating activities increased by $10.1 million for the nine months ended September 30, 2020, as compared to the same period in 2019. The change was primarily due to the acquisition of seven additional rental income producing properties subsequent to September 30, 2019, offset by the disposition of 18 rental income

39

producing properties. See “— Results of Operations” for a more complete discussion of the factors impacting our operating performance.
Investing Activities. Net cash used in investing activities was $62.7 million for the nine months ended September 30, 2020, as compared to net cash provided by investing activities of $520.2 million for the nine months ended September 30, 2019. The change was primarily due to having no dispositions during the nine months ended September 30, 2020, compared to proceeds received relating to 18 property dispositions during the nine months ended September 30, 2019, offset by the acquisition of two properties for $59.5 million during the nine months ended September 30, 2020.
Financing Activities. Net cash used in financing activities decreased by $151.0 million for the nine months ended September 30, 2020, as compared to the same period in 2019. The decrease resulted primarily from an increase in net borrowings on the Credit Facility during the nine months ended September 30, 2020, compared to the same period in 2019, offset by the special distribution to investors that was paid on January 15, 2020.
Election as a REIT
We elected to be taxed, and currently qualify, as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2014. 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 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 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 financial statements.

40

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 us 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. Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our 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 believe the following critical accounting policies govern the significant judgments and estimates used in the preparation of our financial statements, which should be read in conjunction with the more complete discussion of our accounting policies and procedures included in Note 2 — Summary of Significant Accounting Policies to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019.
We consider our critical accounting policies to be the following:
•
Recoverability of Real Estate Assets; and
•
Allocation of Purchase Price of Real Estate Assets.
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, 2019. 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, 2019 and related notes thereto.
Related-Party Transactions and Agreements
We have entered into agreements with CCI II Management or its affiliates whereby we agree to pay certain fees to, or reimburse certain expenses of, CCI II Management or its affiliates, such as acquisition and advisory fees and expenses, organization and offering costs, distribution and stockholder servicing fees, leasing fees and reimbursement of certain operating costs. See Note 9 — Related-Party Transactions and Arrangements to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for a discussion of the various related-party transactions, agreements and fees.
Conflicts of Interest
Avraham Shemesh, the chairman of our Board, chief executive officer and president, who is also a founder and principal of CIM and is an officer/director of certain of its affiliates, is the chairman of the board, chief executive officer and president of CCPT V, a director of CCIT III, CMFT and CIM Income NAV, and president and treasurer of CCI II Management. One of our directors, Richard S. Ressler, who is also a founder and principal of CIM and is an officer/director of certain of its affiliates, is the chairman of the board, chief executive officer and president of CMFT, CCIT III and CIM Income NAV, and is vice president of CCI II Management. Another one of our directors, Elaine Y. Wong, who is a principal of CIM, serves as a director for CIM Income NAV, CCPT V and CMFT. One of our independent directors, Calvin E. Hollis, also serves as a director of CCPT V. Our chief financial officer and treasurer, Nathan D. DeBacker, who is also an officer of other real estate programs sponsored by CCO Group, is a vice president of CCI II Management and is an officer of certain of its affiliates. In addition, affiliates of CCI II Management act as an advisor to CMFT, CCPT V, CIM Income NAV and CCIT III, all of which are public, non-listed REITs sponsored or operated by CCO Group. As such, there may be conflicts of interest where CCI II Management or its affiliates, while serving in the capacity as sponsor, general partner, officer, director, key personnel and/or advisor for CIM or another real estate program sponsored or operated by CIM or CCO Group, including other real estate offerings in registration, may be in conflict with us in connection with providing services to other real estate-related programs related to property acquisitions, property dispositions, and property management among others. The compensation arrangements between affiliates of CCI II Management and these other real estate programs sponsored or operated by CCO Group could influence the advice provided to us. See Part I, Item 1. Business — Conflicts of Interest in our Annual Report on Form 10-K for the year ended December 31, 2019.
Off-Balance Sheet Arrangements
As of September 30, 2020 and December 31, 2019, 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.

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Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Market Risk
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to variable-rate borrowings. To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We do not intend to hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations.
Interest Rate Risk
As of September 30, 2020, we had variable rate debt of $112.0 million, excluding any debt subject to interest rate swap agreements, and therefore, we are exposed to interest rate changes in LIBOR. As of September 30, 2020, an increase or decrease of 50 basis points in interest rates would result in an increase or decrease in interest expense of $560,000 per year.
As of September 30, 2020, we had one interest rate swap agreement outstanding, which matures on December 10, 2024, with an aggregate notional amount of $200.0 million and an aggregate fair value of the net derivative liability of $12.0 million. The fair value of interest rate swap agreements is dependent upon existing market interest rates and swap spreads. As of September 30, 2020, an increase of 50 basis points in interest rates would result in a net change of $4.2 million to the fair value of the net derivative liability, resulting in a net derivative liability of $7.8 million. A decrease of 50 basis points in interest rates would result in a net change of $4.3 million to the fair value of the net derivative liability, resulting in a net derivative liability of $16.3 million.
As the information presented above includes only those exposures that existed as of September 30, 2020, it does not consider exposures or positions arising after that date. The information presented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs and assume no other changes in our capital structure.
In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the SOFR as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.
We have variable rate debt outstanding under our Credit Facility and an interest rate swap agreement maturing on December 10, 2024, as discussed further above, that is indexed to LIBOR. As such, we are monitoring and evaluating the related risks, which include interest on loans or amounts received and paid on derivative instruments. These risks arise in connection with transitioning contracts to a new alternative rate, including any resulting value transfer that may occur. The value of loans or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued. For some instruments, the method of transitioning to an alternative rate may be challenging, as they may require negotiation with the respective counterparty.
If a contract is not transitioned to an alternative rate and LIBOR is discontinued, the impact on our contracts is likely to vary by contract. If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected. While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.

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Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to us, to be similarly affected by changes in economic conditions. We are subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, states or industries could result in a material reduction of our cash flows or material losses to us.
The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit status and change in status, including the impact of the COVID-19 pandemic (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We believe that the credit risk of our portfolio is reduced by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants and mitigation options.
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of September 30, 2020 was conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of September 30, 2020, were effective at a reasonable assurance level.
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 September 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

43

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
Except as set forth below, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019.
Risks Related to Real Estate Assets
Pandemics or other health crises may adversely affect our business and/or operations, our tenants’ financial condition and the profitability of our properties.
Our business and/or operations and the businesses of our tenants could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the recent outbreak of COVID-19.
The risk, or public perception of the risk, of the COVID-19 outbreak and the associated “shelter-in-place” or “stay-at-home” orders or other quarantine mandates or public health guidance issued by local, state or federal authorities may adversely affect our tenants’ businesses and our tenants’ ability to adequately staff their businesses. Such events could adversely impact those tenants’ sales and/or cause the temporary closure or slowdown of certain of our tenants’ businesses and could have a material adverse effect on our business, financial condition and results of operations. Similarly, the potential effects of quarantined employees of office tenants may adversely impact their businesses and affect their ability to pay rent on a timely basis.
The extent to which the COVID-19 pandemic will impact our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the COVID-19 pandemic, the actions taken to contain the COVID-19 pandemic or mitigate its impact, and the direct and indirect economic effects of the COVID-19 pandemic and the related containment measures. Management will evaluate any rent relief requests received on a case-by-case basis and not all requests for rent relief may be granted. To the extent we grant requests for rent relief, either in the form of rent deferral or abatement, or to the extent our tenants default on their lease obligations, it may have a negative impact on our rental revenue and net income. Management will continue to monitor the impact to our business, financial condition, results of operations, cash flow, and occupancy. Accordingly, we cannot predict the significance, extent or duration of any adverse impact of the COVID-19 pandemic on our business, financial condition, results of operations or cash flows for the fiscal year ending December 31, 2020. Moreover, certain risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 should be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic.
The declaration, amount and payment of future cash distributions on our common stock are subject to uncertainty due to current market conditions.
All distributions will be declared at the discretion of our Board and will depend on our earnings, our financial condition, REIT distribution requirements, and other factors as our Board may deem relevant from time to time. The economic impacts resulting from the COVID-19 pandemic could adversely affect our ability to pay distributions. Our Board is under no obligation or requirement to declare future distributions and will continue to assess our common stock distribution rate on an ongoing basis, as market conditions and our financial position continue to evolve. We cannot assure you that we will achieve results that will allow us to pay distributions on our common stock or that the level of distributions will be maintained or increased.
We have paid, and may continue to pay, some of our distributions from sources other than cash flows from operations, including borrowings and proceeds from asset sales, which may reduce the amount of capital we ultimately deploy in our real estate operations and may negatively impact the value of our common stock. Additionally, distributions at any point in time may not reflect the current performance of our properties or our current operating cash flows.
To the extent that cash flows from operations have been or are insufficient to fully cover our distributions to our stockholders, we have paid, and may continue to pay, some of our distributions from sources other than cash flows from operations. Such sources may include borrowings, proceeds from asset sales or the sale of our securities. We have no limits on the amounts we may use to pay distributions from sources other than cash flows from operations. The payment of distributions from sources other than cash provided by operating activities may reduce the amount of proceeds available for acquisitions and

44

operations or cause us to incur additional interest expense as a result of borrowed funds, and may cause subsequent holders of our common stock to experience dilution. This may negatively impact the value of our common stock.
Because the amount we pay in distributions may exceed our earnings and our cash flows from operations, distributions may not reflect the current performance of our properties or our current operating cash flows. To the extent distributions exceed cash flows from operations, distributions may be treated as a return of our stockholders’ investment and could reduce their basis in our common stock. A reduction in a stockholder’s basis in our common stock could result in the stockholder recognizing more gain upon the disposition of his or her shares, which, in turn, could result in greater taxable income to such stockholder.
The following table presents distributions and the source of distributions for the periods indicated below (dollar amounts in thousands):
 
Nine Months Ended
September 30, 2020
 
Year Ended
December 31, 2019
 
Amount
 
Percent
 
Amount
 
Percent
Distributions paid in cash
$
86,503

 
90
%
 
$
22,851

 
54
%
Distributions reinvested
10,142

 
10
%
 
19,388

 
46
%
Total distributions
$
96,645

 
100
%
 
$
42,239

 
100
%
Sources of distributions:
 
 
 
 
 
 
 
Net cash provided by operating activities (1)
$
27,289

 
28
%
 
$
42,239

(2) 
100
%
Proceeds from real estate dispositions
69,356

(3) 
72
%
 
—

 
—
%
Total sources
$
96,645

 
100
%
 
$
42,239

 
100
%
(1)
Net cash provided by operating activities for the nine months ended September 30, 2020 and the year ended December 31, 2019 was $33.4 million and $35.4 million, respectively.
(2)
Our distributions covered by cash flows from operating activities for the year ended December 31, 2019 include cash flows from operating activities in excess of distributions from prior periods of $6.8 million.
(3)
On December 23, 2019, our Board authorized the declaration of a distribution of $1.03 per share (the “2019 Distribution”) on our Class A Shares and Class T Shares to all stockholders of record of such shares as of the close of business on December 30, 2019. The 2019 Distribution was paid on January 15, 2020. We designated the 2019 Distribution as a special distribution, which represents a portion of the proceeds from the sale of 18 industrial properties on April 9, 2019.
Risks Associated with Debt Financing
Changes in banks’ inter-bank lending rate reporting practices or the method pursuant to which LIBOR is determined may adversely affect the value of the financial obligations to be held or issued by us that are linked to LIBOR.

LIBOR and other indices which are deemed “benchmarks” are the subject of recent national, international, and other regulatory guidance and proposals for reform. Some of these reforms are already effective while others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, or have other consequences which cannot be predicted. It currently appears that, over time, U.S. Dollar LIBOR may be replaced by the SOFR published by the Federal Reserve Bank of New York. However, the manner and timing of this shift is currently unknown. Market participants are still considering how various types of financial instruments and securitization vehicles would react to a discontinuation of LIBOR. It is possible that not all of our assets and liabilities will transition away from LIBOR at the same time, and it is possible that not all of our assets and liabilities will transition to the same alternative reference rate, in each case increasing the difficulty of hedging. For example, switching existing financial instruments and hedging transactions from LIBOR to SOFR requires calculations of a spread. Industry organizations are attempting to structure the spread calculation in a manner that minimizes the possibility of value transfer between counterparties, borrowers, and lenders by virtue of the transition, but there is no assurance that the calculated spread will be fair and accurate or that all asset types and all types of securitization vehicles will use the same spread. The Company and other market participants have less experience understanding and modeling SOFR-based assets and liabilities than LIBOR-based assets and liabilities, increasing the difficulty of investing, hedging, and risk management. The process of transition involves operational risks. It is also possible that no transition will occur for many financial instruments. At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be implemented. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may adversely affect the market for or value of any securities on which the interest or dividend is determined by reference to LIBOR, loans, derivatives and other financial obligations or on our overall financial condition or results of operations. More generally, any of the above changes or any other consequential changes to LIBOR or any other “benchmark” as a result of international, national or other proposals for reform or other initiatives, or any further

45

uncertainty in relation to the timing and manner of implementation of such changes, could have a material adverse effect on the value of and return on any securities based on or linked to a “benchmark.”
Risks Related to the Merger
Failure to complete the GCEAR Mergers could negatively impact the future of our business and financial results.
If the GCEAR Mergers are not completed, the ongoing business of our Company could be materially adversely affected and we will be subject to a variety of risks associated with the failure to complete the GCEAR Mergers, including the following:
•
we will be required, under certain circumstances in which the GCEAR Merger Agreement is terminated, to pay to GCEAR a termination fee of $7.38 million and reimbursement of expenses incurred by GCEAR in connection with the GCEAR Mergers of up to $3.69 million;
•
we are having to bear certain costs incurred by us relating to the GCEAR Mergers, such as legal, accounting, financial advisor, filing, printing and mailing fees; and
•
the diversion of our management’s focus and resources from operational matters and other strategic opportunities while working to implement the GCEAR Mergers.
If the GCEAR Mergers are not completed, these risks could materially affect our business and financial results.
The pendency of the GCEAR Mergers, including as a result of the restrictions on the operation of our and GCEAR’s business during the period between signing the GCEAR Merger Agreement and the completion of the GCEAR Mergers, could adversely affect the business and operations of our Company, GCEAR or both.
In connection with the pending GCEAR Mergers, some of our business partners or vendors and GCEAR may delay or defer decisions, which could negatively impact the revenues, earnings, cash flows and expenses of our Company and GCEAR, regardless of whether the GCEAR Mergers are completed. In addition, due to operating covenants in the GCEAR Merger Agreement, we and GCEAR may be unable, during the pendency of the GCEAR Mergers, to pursue certain strategic transactions, undertake certain significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions that are not in our ordinary course of business, even if such actions would prove beneficial.
The GECAR Merger Agreement and our Advisory Agreement contain provisions that could discourage a potential competing acquiror of us or could result in a competing acquisition proposal being at a lower price than it might otherwise be.
The GCEAR Merger Agreement restricts our ability to initiate, solicit, facilitate or knowingly encourage any Acquisition Proposal (as defined in the GCEAR Merger Agreement), subject to limited exceptions. Prior to making an Adverse Recommendation Change and/or entering into an Alternative Acquisition Agreement, we are required to provide GCEAR with notice of our intention to make such an Adverse Recommendation Change and/or enter into an Alternative Acquisition Agreement and an opportunity to negotiate (to the extent GCEAR wishes to negotiate) to make adjustments to the terms of the GCEAR Merger Agreement such that the Superior Proposal ceases to constitute a Superior Proposal.
Upon termination of the GCEAR Merger Agreement in certain circumstances involving an Acquisition Proposal, we are required to pay GCEAR a termination fee of $7.38 million and an additional amount of up to $3.69 million as reimbursement for expenses incurred by GCEAR in connection with the GCEAR Mergers. Further, we would be responsible for paying all or a portion of fees under the Advisory Agreement to which our advisor would be entitled in connection with the consummation of certain other Acquisition Proposals, including a subordinated performance fee equal to 15% of the net sale proceeds of such Acquisition Proposal remaining after our stockholders have received distributions equal to 100% of Invested Capital (as defined in the Advisory Agreement) plus a 8% return thereon.
These provisions could discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of our business from considering or making a competing Acquisition Proposal, even if the potential competing acquiror was prepared to pay consideration with a higher per share cash value than that market value proposed to be received or realized in the GCEAR Mergers, or might cause a potential competing acquiror to propose to pay a lower price than it might otherwise have proposed to pay because of the added expense of the applicable termination fee under the GCEAR Merger Agreement or fees to the advisor that, in each case, may become payable in certain circumstances.

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In certain circumstances, either we or GCEAR may terminate the GCEAR Merger Agreement.
Either we or GCEAR may terminate the GCEAR Merger Agreement if the GCEAR Mergers have not been consummated by May 30, 2021. Also, the GCEAR Merger Agreement may be terminated in certain circumstances if a final and non-appealable order is entered prohibiting the transactions contemplated by the GCEAR Merger Agreement, upon a material uncured breach by the other party that would cause the closing conditions not to be satisfied, or if our stockholders fail to approve the GCEAR Mergers or the amendment to our charter that is required to consummate the GCEAR Mergers. In addition, at any time prior to the time our stockholders approve the GCEAR Mergers and the amendment to our charter that is required to consummate the GCEAR Mergers, we have the right to terminate the GCEAR Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal. Finally, at any time prior to the time our stockholders approve the GCEAR Mergers and the amendment to our charter that is required to consummate the GCEAR Mergers, GCEAR has the right to terminate the GCEAR Merger Agreement upon an Adverse Recommendation Change, upon the commencement of a tender offer or exchange offer for any shares of our common stock that constitutes an Acquisition Proposal if our Board fails to recommend against acceptance of such tender offer or exchange offer or to publicly reaffirm our Board’s recommendation after being requested to do so by GCEAR or if we breach or fail to comply in any material respect with certain of our obligations regarding the solicitation of and response to Acquisition Proposals.
We and GCEAR each expect to incur substantial expenses related to the GCEAR Mergers.
We and GCEAR each expect to incur substantial expenses in connection with completing the GCEAR Mergers and integrating our properties and operations with GCEAR. While we and GCEAR each have assumed that a certain level of transaction expenses would be incurred, there are a number of factors beyond the control of each company that could affect the total amount or the timing of such expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the transaction expenses associated with the GCEAR Mergers could, particularly in the near term, exceed the savings that GCEAR expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings following the completion of the GCEAR Mergers.
The GCEAR Mergers may be dilutive to estimated net income for our stockholders.
The GCEAR Mergers may be dilutive to estimated net income for our stockholders, which would potentially decrease the amount of funds available to distribute to our stockholders as stockholders of the combined company following the GCEAR Mergers (the “Combined Company”). For instance, on a pro forma basis, assuming the GCEAR Mergers had been consummated on January 1, 2020, the net income per share of the Combined Company for the six months ended June 30, 2020 would have been less than the actual net income per share of our common stock during the same period.
The market value ascribed to the shares of common stock of our Company upon a liquidity event may be significantly lower than the estimated per share NAV of GCEAR Common Stock considered by our Board in approving and recommending the GCEAR Mergers.
In approving and recommending the GCEAR Mergers, our Board considered, among other things, the most recent estimated per share NAV of our common stock and GCEAR Common Stock as determined by our Board and the GCEAR board of directors, respectively, with the assistance of their respective third-party valuation experts. The estimated per share NAV of GCEAR Common Stock may not be immediately determined following the consummation of the GCEAR Mergers. In the event that the Combined Company completes a liquidity event after consummation of the GCEAR Mergers, such as a listing of its shares on a national securities exchange, a merger in which stockholders of the Combined Company receive securities that are listed on a national securities exchange, or a sale of the Combined Company for cash, the market value of the shares of the Combined Company upon consummation of such liquidity event may be significantly lower than the current estimated value considered by our Board and the estimated per share NAV of GCEAR Common Stock that may be reflected on the account statements of stockholders of the Combined Company after consummation of the GCEAR Mergers.
 If the GCEAR Mergers do not qualify as a tax-free reorganization, there may be adverse tax consequences.
The GCEAR Mergers are intended to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. The closing of the GCEAR Mergers is conditioned on the receipt by us and GCEAR of an opinion of counsel to the effect that the GCEAR Mergers will qualify as tax-free reorganizations within the meaning of Section 368(a) of the Code. However, these legal opinions will not be binding on the Internal Revenue Service or on the courts. If, for any reason, the GCEAR Mergers were to fail to qualify as tax-free reorganizations, then each stockholder generally would recognize gain or loss, as applicable, equal to the difference between (1) the merger consideration (i.e. the fair market value of the shares of GCEAR Common Stock) received by such stockholder in the GCEAR Mergers; and (2) such stockholder’s adjusted tax basis in our common stock.

47

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
The Board has adopted a share redemption program that permits our stockholders to sell their shares of common stock back to us, subject to certain conditions and limitations. Funding for the redemption of shares will be limited to the cumulative net proceeds we receive from the sale of shares under the DRIP Offering, net of shares redeemed to date. In addition, we will generally limit quarterly redemptions to approximately 1.25% of the weighted average number of shares outstanding during the trailing 12-month period ending on the last day of the fiscal quarter for which the redemptions are being paid, and to the net proceeds we receive from the sale of shares in the respective quarter under the DRIP Offering. In addition, the Board may choose to amend the terms of, suspend or terminate the share redemption program at any time in its sole discretion if it believes that such action is in the best interest of us and our stockholders. Under our share redemption program, we will not redeem in excess of 5.0% of the weighted average number of shares outstanding during the trailing 12 months prior to the end of the fiscal quarter for which the redemptions are being paid. Any of the foregoing limits might prevent us from accommodating all redemption requests made in any fiscal quarter or in any 12-month period. In connection with the entry of the Company into the CMFT Merger Agreement, our Board has suspended our share redemption program, and therefore, no further shares will be redeemed from our stockholders unless and until the share redemption program is reinstated. As of September 30, 2020, the estimated per share NAV was $9.93 for both Class A Shares and Class T Shares, which was established by the Board on August 11, 2020 using a valuation date of June 30, 2020. This estimated per share NAV serves as the most recent estimated value for purposes of the share redemption program, effective August 14, 2020, until such time as the Board determines a new estimated per share NAV.
In general, we redeem shares on a quarterly basis. During the three months ended September 30, 2020, we redeemed shares, including those redeemable due to death, as follows:
Period
 
Total Number
of Shares
Redeemed
 
Average Price
Paid per Share
 
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
 
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
July 1, 2020 – July 31, 2020
 
 
 
 
 
 
 
 
Class A Shares
 
—

 
$
—

 
—

 
(1)
Class T Shares
 
—

 
$
—

 
—

 
(1)
August 1, 2020 – August 31, 2020
 


 


 
 
 
 
Class A Shares
 
346,838

 
$
9.92

 
346,838

 
(1)
Class T Shares
 
5,792

 
$
9.92

 
5,792

 
(1)
September 1, 2020 – September 30, 2020
 
 
 
 
 
 
 
 
Class A Shares
 
—

 
$
—

 
—

 
(1)
Class T Shares
 
—

 
$
—

 
—

 
(1)
Total
 
352,630

 
 
 
352,630

 
(1)
______________________
(1)
A description of the maximum number of shares that may be purchased under our share redemption program is included in the narrative preceding this table.
Unregistered Sales of Equity Securities
None.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5.
Other Information
None.


48

Item 6.
Exhibits
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit No.
 
Description
 
 
 
2.1
 
2.2†
 
3.1
 
3.2
 
3.3
 
3.4
 
4.1
 
10.1
 
10.2
 
10.3†
 
10.4
 
31.1*
 
31.2*
 
32.1**
 
101.INS*
 
XBRL Instance Document.
101.SCH*
 
XBRL Taxonomy Extension Schema Document.
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document.

49

______________________
*
Filed herewith.
**
In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
†
Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
Cole Office & Industrial REIT (CCIT II), Inc.
 
 
(Registrant)
 
 
 
 
By:
/s/ Nathan D. DeBacker
 
Name:
Nathan D. DeBacker
 
Title:
Chief Financial Officer and Treasurer
 
 
(Principal Financial Officer)
Date: November 13, 2020

51

Cole Office & Industrial REIT (CCIT II), Inc. Reports