10-Q 1 arctiii-630201210xq.htm ARCT III - 6.30.2012 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2012
 
OR
o
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: 000-54690

AMERICAN REALTY CAPITAL TRUST III, INC.
(Exact name of registrant as specified in its charter) 
Maryland
 
27-3715929
(State or other  jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
405 Park Ave., 15th Floor, New York, NY
 
10022
(Address of principal executive offices)
 
(Zip Code)
(212) 415-6500
(Registrant’s telephone number, including area code)

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 ¨

Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer o
Non-accelerated filer x
(Do not check if a smaller reporting company)
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox

The number of outstanding shares of the registrant’s common stock on July 31, 2012 was 113,740,938 shares.


AMERICAN REALTY CAPITAL TRUST III, INC.

FORM 10-Q
Quarter Ended June 30, 2012

 
Page
 
 
 
 
 
 
 
 
 
 
 



i

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN REALTY CAPITAL TRUST III, INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
 
 
June 30,
2012
 
December 31,
2011
 
(Unaudited)
 
 
ASSETS
 
 
 
Real estate investments, at cost: 
 

 
 

Land
$
84,061

 
$
7,135

Buildings, fixtures and improvements
370,961

 
54,585

Acquired intangible lease assets
62,657

 
10,733

Total real estate investments, at cost
517,679

 
72,453

Less: accumulated depreciation and amortization
(7,811
)
 
(499
)
Total real estate investments, net
509,868

 
71,954

Cash and cash equivalents
391,741

 
16,183

Restricted cash
1,547

 
—

Prepaid expenses and other assets
14,372

 
1,221

Deferred costs, net
7,115

 
639

Total assets
$
924,643

 
$
89,997

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 

Mortgage notes payable
$
144,460

 
$
5,060

Derivatives, at fair value
2,924

 
98

Accounts payable and accrued expenses
2,205

 
716

Deferred rent
1,006

 
163

Distributions payable
4,520

 
504

Total liabilities
155,115

 
6,541

Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, no shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively
—

 
—

Common stock, $0.01 par value per share, 300,000,000 shares authorized, 91,660,811 and 10,356,402 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively
917

 
104

Additional paid-in capital
797,557

 
86,643

Accumulated other comprehensive loss
(2,924
)
 
(98
)
Accumulated deficit
(26,022
)
 
(3,193
)
Total stockholders’ equity
769,528

 
83,456

Total liabilities and stockholders’ equity
$
924,643

 
$
89,997


The accompanying notes are an integral part of these statements.

1

AMERICAN REALTY CAPITAL TRUST III, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except for share and per share data)
(Unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
Revenues:
 
 
 
 
 
 
 
Rental income
$
8,129

 
$
—

 
$
11,310

 
$
—

Operating expense reimbursement
57

 
—

 
172

 
—

Total revenues
8,186

 
—

 
11,482


—

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Acquisition and transaction related
5,827

 
—

 
10,270

 
—

Property operating
167

 
—

 
340

 
—

Operating fees to affiliate
—

 
—

 
212

 
—

General and administrative
185

 
82

 
438

 
98

Depreciation and amortization
5,296

 
—

 
7,312

 
—

Total operating expenses
11,475

 
82

 
18,572

 
98

Operating loss
(3,289
)
 
(82
)
 
(7,090
)
 
(98
)
 
 
 
 
 
 
 
 
Other income (expenses):
 
 
 
 
 
 
 
Interest expense
(1,803
)
 
—

 
(2,405
)
 
—

Other income, net
62

 
—

 
67

 
—

Total other expenses
(1,741
)
 
—

 
(2,338
)

—

Net loss
(5,030
)

(82
)

(9,428
)

(98
)
 
 
 
 
 
 
 
 
Other comprehensive loss:
 
 
 
 
 
 
 
  Designated derivatives, fair value adjustment
(2,223
)
 
—

 
(2,826
)
 
—

Comprehensive loss
$
(7,253
)
 
$
(82
)
 
$
(12,254
)
 
$
(98
)
 
 
 
 
 
 
 
 
Basic and diluted weighted average shares outstanding
63,852,013

 
20,000

 
40,575,783

 
20,000

Basic and diluted net loss per share
$
(0.08
)
 
$
(4.10
)
 
$
(0.23
)
 
$
(4.90
)

The accompanying notes are an integral part of these statements.

2

AMERICAN REALTY CAPITAL TRUST III, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In thousands, except for share data)
(Unaudited)

  
 
Common Stock
 
 
 
 
 
 
 
 
 
 
Number of Shares
 
Par Value
 
Additional Paid-In Capital
 
Accumulated Other Comprehensive Loss
 
Accumulated Deficit
 
Total
Stockholders’ Equity
Balance, December 31, 2011
 
10,356,402

 
$
104

 
$
86,643

 
$
(98
)
 
$
(3,193
)
 
$
83,456

Issuances of common stock
 
80,867,680

 
809

 
803,050

 
—

 
—

 
803,859

Common stock offering costs, commissions and dealer manager fees
 
—

 
—

 
(96,183
)
 
—

 
—

 
(96,183
)
Common stock issued through distribution reinvestment plan
 
448,131

 
4

 
4,253

 
—

 
—

 
4,257

Distributions declared
 
—

 
—

 
—

 
—

 
(13,401
)
 
(13,401
)
Common stock repurchases
 
(24,069
)
 
—

 
(216
)
 
—

 
—

 
(216
)
Share based compensation, net of forfeitures
 
12,667

 
—

 
6

 
—

 
—

 
6

Amortization of restricted shares, net of forfeitures
 
—

 
—

 
4

 
—

 
—

 
4

Net loss
 
—

 
—

 
—

 
—

 
(9,428
)
 
(9,428
)
Other comprehensive loss
 
—

 
—

 
—

 
(2,826
)
 
—

 
(2,826
)
Balance, June 30, 2012
 
91,660,811

 
$
917

 
$
797,557

 
$
(2,924
)
 
$
(26,022
)
 
$
769,528


The accompanying notes are an integral part of this statement.

3

AMERICAN REALTY CAPITAL TRUST III, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 
Six Months Ended June 30,
 
2012
 
2011
Cash flows from operating activities:
 
 
 
Net loss
$
(9,428
)
 
$
(98
)
Adjustment to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation
5,931

 
—

Amortization of intangibles
1,381

 
—

Amortization of deferred financing costs
302

 
—

Share based compensation
10

 
3

Changes in assets and liabilities:
 
 
 
Prepaid expenses and other assets
(1,093
)
 
(26
)
Accounts payable and accrued expenses
1,351

 
31

Deferred rent
843

 
—

Net cash used in operating activities
(703
)
 
(90
)
 
 
 
 
Cash flows from investing activities:
 
 
 
Investment in real estate and other assets
(445,226
)
 
—

Deposits for real estate investments
(600
)
 
—

Net cash used in investing activities
(445,826
)
 
—

 
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from mortgage note payable
139,400

 
—

Payments of financing costs
(8,587
)
 
—

Proceeds from issuance of common stock
794,918

 
—

Payments of offering costs and fees related to stock issuances
(96,146
)
 
(306
)
Proceeds from affiliates, net
(708
)
 
396

Distributions paid
(5,127
)
 
—

Common stock repurchases
(116
)
 
—

Restricted cash
(1,547
)
 
—

Net cash provided by financing activities
822,087

 
90

Net change in cash and cash equivalents
375,558

 
—

Cash and cash equivalents, beginning of period
16,183

 
—

Cash and cash equivalents, end of period
$
391,741

 
$
—

 
 
 
 
Supplemental Disclosures:
 
 
 
Cash paid for interest
$
1,605

 
$
—

Cash paid for income taxes
23

 
—

Non-Cash Investing and Financing Activities:
 
 
 
Common stock issued through distribution reinvestment plan
$
4,257

 
$
—

Accrued offering costs
5,875

 
—


 The accompanying notes are an integral part of these statements.

4
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)



Note 1 — Organization

American Realty Capital Trust III, Inc. (the "Company"), was incorporated on October 15, 2010, as a Maryland corporation that qualified as a real estate investment trust ("REIT") for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2011. On March 31, 2011, the Company commenced its initial public offering (the "IPO") on a "reasonable best efforts" basis of up to 150.0 million shares of common stock, $0.01 par value per share at a price of $10.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11 (File No. 333-170298) (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended. The Registration Statement also covers up to 25.0 million shares available pursuant to a distribution reinvestment plan (the "DRIP") under which the Company’s common stockholders may elect to have their distributions reinvested in additional shares of the Company’s common stock at the greater of $9.50 per share or 95% of the estimated value of a share of common stock.

The Company sold 20,000 shares of common stock to American Realty Capital III Special Limited Partnership, LLC (the "Special Limited Partner"), an entity wholly owned by AR Capital, LLC (the "Sponsor") on October 20, 2010, at $10.00 per share. In August 2011, the Company had raised proceeds sufficient to break escrow in connection with the IPO. As of June 30, 2012, the Company had 91.7 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP. Total gross proceeds from these issuances were $910.6 million. As of June 30, 2012, the aggregate value of all common share issuances, excluding unvested restricted stock, was $916.3 million, based on a per share value of $10.00 (or $9.50 for shares issued under the DRIP).

The Company was formed to primarily acquire a diversified portfolio of commercial properties, comprised primarily of freestanding single-tenant properties that are net leased to investment grade and other creditworthy tenants. All such properties may be acquired and operated by the Company alone or jointly with another party. The Company may also originate or acquire first mortgage loans secured by real estate. American Realty Capital Advisors III, LLC (the "Advisor"), is the Company’s affiliated advisor. The Company purchased its first property and commenced real estate operations in September 2011.  As of June 30, 2012, the Company owned 181 properties with an aggregate purchase price of $517.7 million, comprised of 3,572,346 square feet which were 100% leased.

Substantially all of the Company’s business is conducted through American Realty Capital Operating Partnership III, L.P. (the "OP"), a Delaware limited partnership. The Company is the sole general partner and holds substantially all of the units of the limited partner interest in the OP. The Advisor is the sole limited partner and holds 202 units of limited partner interest in the OP, which represents a nominal percentage of the aggregate OP units. The limited partner interest has the right to convert OP units for the cash value of a corresponding number of shares of common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, as allowed by the limited partnership agreement of the OP. The remaining rights of the limited partner interest are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.

The Company has retained the Advisor to manage its affairs on a day-to-day basis. The Company has retained American Realty Capital Properties III, LLC (the "Property Manager"), an entity wholly owned by the Special Limited Partner, to serve as the Company’s property manager. Realty Capital Securities, LLC (the "Dealer Manager"), an affiliate of the Sponsor, serves as the dealer manager of the Company’s IPO. The Advisor, Property Manager and Dealer Manager are related parties and will receive compensation and fees for services related to the IPO and for the investment and management of the Company’s assets. Such entities receive fees during the offering, acquisition, operational and liquidation stages.


5
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


Note 2 — Summary of Significant Accounting Policies

The accompanying consolidated financial statements of the Company included herein were prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the results for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of December 31, 2011 and for the year then ended, which are included in the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2012.

There have been no significant changes to these policies during the six months ended June 30, 2012 other than the updates described below.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (the "FASB") issued guidance that expands the existing disclosure requirements for fair value measurements, primarily for Level 3 measurements, which are measurements based on unobservable inputs such as the Company’s own data. This guidance was largely consistent with previous fair value measurement principles with few exceptions that did not result in a change in general practice. The guidance became effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations as the guidance relates only to disclosure requirements.

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

In September 2011, the FASB issued guidance that allows entities to perform a qualitative analysis as the first step in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then a quantitative analysis for impairment is not required. The guidance was effective for interim and annual impairment tests for fiscal periods beginning after December 15, 2011.  The adoption of this guidance did not have a material impact on the Company's financial position or results of operations.
    
In December 2011, the FASB issued guidance which contains new disclosure requirements regarding the nature of and entity's rights of offset and related arrangements associated with its financial instruments and derivative instruments. The new disclosures are designed to make financial statements prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards and will give the financial statement users information about both gross and net exposures. The guidance is effective for interim and annual reporting periods beginning on or after January 1, 2013.  The adoption of this guidance is not expected to have a material impact on the Company's financial position or results of operations.


6
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


Note 3 — Real Estate Investments

The following table presents the allocation of the assets acquired during the six months ended June 30, 2012. There were no assets acquired during the six months ended June 30, 2011 (dollar amounts in thousands):

Real estate investments, at cost:
 
Land
$
76,926

Buildings, fixtures and improvements
316,376

Total tangible assets
393,302

Acquired intangibles:
 
In-place leases
51,924

Cash paid for acquired real estate investments
$
445,226

Number of properties purchased
140


The Company acquires and operates commercial properties. All such properties may be acquired and operated by the Company alone or jointly with another party. The Company acquired the following properties, which are 100% leased, during the six months ended June 30, 2012 (base purchase price and annualized net operating income ("NOI") in thousands):
Portfolio
Acquisition Date
 
Number of Properties
 
Square Feet
 
Remaining Lease Term (1)
 
Base Purchase Price (2)
 
Capitalization Rate (3)
 
Annualized NOI (4)
 
Annualized Rental Income/NOI per Square Foot (5)
Portfolio as of Dec. 31, 2011
 
 
41
 
426,829

 
15.2
 
$
72,453

 
7.9%
 
$
5,742

 
$
13.34

Family Dollar
Jan. 2012
 
5
 
43,860

 
8.3
 
5,105

 
9.1%
 
464

 
14.71

Express Scripts
Jan. 2012

1

227,467


9.5

42,642


7.8%
 
3,347


23.14

Tractor Supply
Jan. 2012

1

19,097


13.8

5,313


8.3%
 
442


15.13

FedEx II
Feb. & Mar. 2012

2

210,434


10.8

42,874


7.4%
 
3,184


10.80

Dollar General IV
Feb. & Mar. 2012

2

18,049


14.6

2,372


8.3%
 
196


9.94

Dollar General V
Feb. 2012

1

10,765


14.6

1,294


8.3%
 
107


9.97

Dollar General VII
Feb. & Mar. 2012

12

109,750


14.1

12,922


8.3%
 
1,075


8.85

Dollar General VIII
Feb. 2012

4

37,870


14.6

4,020


8.3%
 
335


22.35

Walgreens IV
Feb. 2012

6

87,659


19.0

27,990


7.0%
 
1,959


6.28

FedEx III
Feb. 2012

2

227,962


9.3

18,369


7.8%
 
1,431


16.45

GSA III (6)
Mar. 2012

1

35,311


10.3

7,300


8.0%
 
581


9.88

Family Dollar II
Feb. 2012

1

8,000


9.6

860


9.2%
 
79


9.49

Dollar General IX
Feb. 2012

2

19,592


14.3

2,237


8.3%
 
186


21.43

GSA IV (6)
Mar. 2012

1

18,712


8.7

4,852


8.3%
 
401


9.96

Dollar General X
Mar. 2012
 
1
 
10,640

 
14.8
 
1,252

 
8.5%
 
106

 
9.91

Advance Auto II
Mar. 2012
 
1
 
8,075

 
9.5
 
970

 
8.2%
 
80

 
9.68

Dollar General XI
Mar. & May 2012
 
4
 
36,154

 
14.6
 
4,205

 
8.3%
 
350

 
5.25

FedEx IV
Mar. 2012
 
1
 
63,092

 
9.6
 
4,176

 
7.9%
 
331

 
25.78

CVS
Mar. 2012
 
1
 
10,125

 
7.6
 
3,414

 
7.6%
 
261

 
21.86

Advance Auto III
Mar. 2012
 
1
 
7,000

 
9.8
 
1,890

 
8.1%
 
153

 
10.71

Family Dollar III
Mar. & May 2012
 
3
 
24,640

 
10.3
 
2,921

 
9.0%
 
264

 
10.88

Family Dollar IV
Mar., Apr. & May 2012
 
5
 
42,360

 
9.1
 
5,119

 
9.0%
 
461

 
7.76

Dollar General XII
Mar. 2012
 
1
 
10,566

 
14.8
 
988

 
8.3%
 
82

 
10.58

FedEx V
Apr. 2012
 
1
 
142,139

 
14.6
 
46,525

 
7.9%
 
3,669

 
25.81

Dollar General XIII
Apr. 2012
 
2
 
18,260

 
13.8
 
1,746

 
8.4%
 
146

 
8.00

Dollar General XIV
Apr. 2012
 
2
 
18,052

 
14.8
 
1,815

 
8.8%
 
159

 
8.81

Dollar General XV
Apr. 2012
 
13
 
131,443

 
14.7
 
16,855

 
8.2%
 
1,375

 
10.46


7
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


Portfolio
Acquisition Date
 
Number of Properties
 
Square Feet
 
Remaining Lease Term (1)
 
Base Purchase Price (2)
 
Capitalization Rate (3)
 
Annualized NOI (4)
 
Annualized Rental Income/NOI per Square Foot (5)
(continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dollar General XVI
Apr. 2012
 
3
 
27,226

 
14.8
 
3,123

 
8.3%
 
260

 
9.55

Advance Auto IV
Apr. 2012
 
1
 
7,000

 
9.5
 
955

 
8.3%
 
79

 
11.29

Shaw's Supermarkets
Apr. 2012
 
1
 
59,766

 
8.7
 
5,750

 
8.9%
 
513

 
8.58

Rubbermaid
Apr. 2012
 
1
 
660,820

 
10.5
 
23,125

 
7.7%
 
1,787

 
2.70

Citizens Bank
Apr. & May 2012
 
30
 
83,642

 
10.0
 
27,389

 
7.5%
 
2,061

 
24.64

Tire Kingdom
Apr. 2012
 
1
 
6,656

 
11.2
 
1,691

 
9.2%
 
155

 
23.29

Circle K
May 2012
 
1
 
2,680

 
11.8
 
1,911

 
7.7%
 
147

 
54.85

Family Dollar V
May 2012
 
4
 
32,306

 
9.3
 
3,934

 
9.1%
 
358

 
11.08

GSA V (6)
May 2012
 
1
 
15,915

 
8.6
 
5,500

 
8.0%
 
442

 
27.77

GSA VI (6)
May 2012
 
1
 
12,187

 
9.3
 
3,125

 
8.2%
 
257

 
21.09

General Mills
May 2012
 
1
 
359,499

 
11.3
 
33,108

 
7.7%
 
2,558

 
7.12

Walgreens V
May 2012
 
1
 
14,736

 
22.0
 
8,667

 
7.2%
 
625

 
42.41

NTW & Big O Tires
Jun. 2012
 
2
 
17,159

 
11.6
 
4,025

 
0.1
 
312

 
18.18

Fresenius Medical
Jun. 2012
 
4
 
27,307

 
10.9
 
7,920

 
0.1
 
713

 
26.11

Tractor Supply II
Jun. 2012
 
1
 
15,097

 
12.8
 
2,789

 
8.5%
 
238

 
15.76

Dollar General XVII
Jun. 2012
 
1
 
9,234

 
15.0
 
978

 
8.6%
 
84

 
7.10

FedEx VI
Jun. 2012
 
2
 
119,803

 
12.6
 
15,319

 
7.4%
 
1,140

 
9.52

Advance Auto V
Jun. 2012
 
2
 
14,000

 
10.4
 
3,995

 
7.8%
 
310

 
22.14

Walgreens VI
Jun. 2012
 
4
 
58,410

 
20.2
 
20,900

 
6.6%
 
1,379

 
23.61

Advance Auto VI
Jun. 2012
 
1
 
5,000

 
10.9
 
996

 
8.1%
 
81

 
16.20

2012 Acquisitions


140

3,145,517


12.4

445,226


7.8%
 
34,723


11.04

Portfolio as of June 30, 2012


181

3,572,346


12.8

$
517,679


7.8%
 
$
40,465


$
11.33

____________________________
(1) 
Remaining lease term as of June 30, 2012, in years. If the portfolio has multiple locations with varying lease expirations, remaining lease term is calculated on a weighted-average basis. Total remaining lease term is an average of the remaining lease term of the total portfolio.
(2) 
Contract purchase price, excluding acquisition and transaction-related costs. Acquisition and transaction-related costs include legal and other closing costs on property.
(3) 
Annualized NOI divided by base purchase price. Total capitalization rate is an average of the capitalization rate of the total portfolio.
(4) 
Annualized NOI for the three months ended June 30, 2012, or since acquisition date, for the property portfolio. Annualized NOI is annualized rental income on a straight-line basis, which includes the effect of tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses.
(5) 
Annualized rental income as of June 30, 2012 for the in-place leases in the property portfolio on a straight-line basis, which includes the effect of tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property operating expenses.
(6) 
Buildings, fixtures and improvements have been provisionally allocated pending receipt of the cost segregation analysis on such assets being prepared by a third party specialist.


8
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


Future Lease Payments

The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter as of June 30, 2012.  These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items (amounts in thousands):
 
 
Future Minimum
 Base Rent Payments
July 1, 2012 to December 31, 2012
 
$
20,081

2013
 
40,217

2014
 
40,293

2015
 
40,476

2016
 
40,668

Thereafter
 
342,162

Total
 
$
523,897


Tenant Concentration

The following table lists the tenants whose annualized rental income on a straight-line basis or NOI represented greater than 10% of total annualized rental income for all portfolio properties on a straight-line basis as of June 30, 2012. The Company held no properties at June 30, 2011:

Tenant
 
FedEx
26.4
%
Dollar General
17.1
%
Walgreens
13.7
%

The termination, delinquency or non-renewal of one of the above tenants may have a material adverse effect on revenues. No other tenant represents more than 10% of annualized rental income as of June 30, 2012.

Geographic Concentration

The following table lists the states where the Company has concentrations of properties where annual rental income on a straight-line basis or NOI represented greater than 10% of consolidated annualized rental income as of June 30, 2012. The Company held no properties at June 30, 2011:

State
 
Missouri
12.3
%


9
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


Note 4 — Mortgage Notes Payable

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

 
 
Encumbered
Properties
 
Outstanding
Loan Amount
 
Weighted Average Effective Interest Rate(1)
 
Weighted Average Maturity(2)
June 30, 2012
 
75

 
$
144,460

 
4.68%
 
6.49

December 31, 2011
 
1

 
$
5,060

 
3.75%
 
4.59

______________________
(1) 
Mortgage notes payable have fixed rates or rates that are fixed through the use of interest rate hedging instruments. Effective interest rates range from 3.75% to 6.13% at June 30, 2012. The effective interest rate was 3.75% on the one mortgage note payable at December 31, 2011.
(2) 
Weighted average remaining years until maturity as of the periods presented.

The following table summarizes the scheduled aggregate principal repayments subsequent to June 30, 2012 (amounts in thousands):

 
 
Future Principal Payments
July 1, 2012 to December 31, 2012
 
$
—

2013
 
—

2014
 
—

2015
 
—

2016
 
5,060

Thereafter
 
139,400

Total
 
$
144,460


The Company’s sources of mortgage loan financing generally require financial covenants, including restrictions on corporate guarantees, the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of June 30, 2012, the Company was in compliance with the debt covenants under the mortgage loan agreements.

Note 5 — Fair Value of Financial Instruments

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

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

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

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


10
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


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

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of June 30, 2012 and December 31, 2011, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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

The following table presents information about the Company’s liabilities (including derivatives that are presented on a net basis) measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011, aggregated by the level in the fair value hierarchy within which those instruments fall (amounts in thousands):

 
 
Quoted Prices
in Active
Markets
Level 1
 
Significant Other
Observable
Inputs
Level 2
 
Significant
Unobservable
Inputs
Level 3
 
Total
June 30, 2012
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
—

 
$
2,924

 
$
—

 
$
2,924

December 31, 2011
 
 
 
 
 
 
 
 
Interest rate swap
 
$
—

 
$
98

 
$
—

 
$
98


A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the six months ended June 30, 2012.

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, other receivables, accounts payable and distributions payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company’s financial instruments that are not reported at fair value on the consolidated balance sheets are reported below (amounts in thousands):

 
 
 
Carrying Amount at
 
Fair Value at
 
Carrying Amount at
 
Fair Value at
 
Level
 
June 30,
2012
 
June 30,
2012
 
December 31,
2011
 
December 31,
2011
Mortgage notes payable
3
 
$
144,460

 
$
147,432

 
$
5,060

 
$
5,060

 The fair value of the mortgage notes payable are estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. 



11
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


Note 6 — Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

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

Cash Flow Hedges of Interest Rate Risk

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

Derivatives are used to hedge the variable cash flows associated with existing or forecasted, variable-rate debt. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives have been used to hedge the variable cash flows associated with variable rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and six months ended June 30, 2012, the Company recorded no hedge ineffectiveness in earnings.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that an additional $1.4 million will be reclassified from other comprehensive income as an increase to interest expense.

As of June 30, 2012 , the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands):

Interest Rate Derivative
 
Balance Sheet Location
 
Number of
Instruments
 
Notional Amount
 
Fair Value
Interest Rate Swap
 
Derivatives, at fair value
 
7

 
$
94,960

 
$
(2,924
)

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

Interest Rate Derivative
 
Balance Sheet Location
 
Number of
Instruments
 
Notional Amount
 
Fair Value
Interest Rate Swap
 
Derivatives, at fair value
 
1

 
$
5,060

 
$
(98
)



12
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Balance Sheet as of June 30, 2012 and December 31, 2011 (amounts in thousands):

 
Balance Sheet Location
 
June 30, 2012
 
December 31, 2011
Derivatives designated as hedging instruments:
 
 
 
 
 
Interest Rate Swaps
Derivatives, at fair value
 
$
(2,924
)
 
$
(98
)

The table below details the location in the consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and six months ended June 30, 2012 (amounts in thousands). The Company had no active derivatives for the three and six months ended June 30, 2011.

 
Three Months Ended June 30, 2012
 
Six Months Ended June 30, 2012
Amount of loss recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion)
$
(2,472
)
 
$
(3,161
)
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion)
$
(249
)
 
$
(335
)
Amount of gain (loss) recognized in income on derivatives as loss on derivative instruments (ineffective portion and amount excluded from effectiveness testing)
$
—

 
$
—


Credit-risk-related Contingent Features

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

As of June 30, 2012, the fair value of the derivatives in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $3.1 million. As of June 30, 2012, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $3.1 million at June 30, 2012.

Note 7 — Common Stock

On March 31, 2011, the Company’s IPO became effective. As of June 30, 2012 and December 31, 2011, the Company had 91.7 million and 10.4 million shares of common stock outstanding, from gross proceeds of $910.6 million and $102.7 million, respectively, including restricted stock and shares issued pursuant to the DRIP.

In July 2011, the Company’s Board of Directors declared a distribution rate equal to a 6.60% annualized rate based on the common stock price of $10.00.  The first distribution was paid in October 2011.  The distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month at a rate of $0.001803279 per day. The Board of Directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured.


13
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


Note 8 — Commitments and Contingencies

Litigation

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

Environmental Matters

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

Note 9 — Related Party Transactions and Arrangements

As of June 30, 2012 and December 31, 2011, the Special Limited Partner, an entity wholly owned by the Sponsor, owns 20,000 shares of the Company’s outstanding common stock.

Fees Paid in Connection with the IPO

The Dealer Manager and Sponsor receive fees and compensation in connection with the sale of the Company’s common stock. The Dealer Manager receives a selling commission of up to 7.0% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager receives up to 3.0% of the gross proceeds from the sale of common stock, before reallowance to participating broker-dealers, as a dealer-manager fee. The Dealer Manager may reallow its dealer-manager fee to such participating broker-dealers, based on such factors as the volume of shares sold by respective participating broker-dealers and marketing support incurred as compared to those of other participating broker-dealers. Total commissions and dealer manager fees incurred from the Dealer Manager for the three and six months ended June 30, 2012 were $57.9 million and $79.8 million, respectively. There were no such fees paid for the three and six months ended June 30, 2011.

The Advisor and its affiliates receive compensation and reimbursement for services relating to the IPO. All offering costs incurred by the Company or its affiliated entities on behalf of the Company are charged to additional paid-in capital on the accompanying balance sheets.  The following table details offering costs reimbursements from the Advisor and Dealer Manager during the three and six months ended June 30, 2012 and 2011 (amounts in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2012
 
2011
 
2012
 
2011
Fees and expense reimbursements incurred from the Advisor and Dealer Manager
 
$
12,869

 
$
448

 
$
20,231

 
$
529


The Company is responsible for offering and related costs from the ongoing offering, excluding commissions and dealer manager fees, up to a maximum of 1.5% of gross proceeds received from its ongoing offering of common stock as measured at the end of the offering. Offering costs in excess of the 1.5% cap as of the end of the offering are the Advisor's responsibility. As of June 30, 2012, offering and related costs exceeded 1.5% of gross proceeds received from the IPO by $8.8 million. The Advisor elected to cap cumulative offering costs incurred by the Company, net of unpaid amounts, to 15.0% of gross common stock proceeds during the offering period. As of June 30, 2012, cumulative offering costs were $112.1 million. As of June 30, 2012, cumulative offering costs, net of unpaid amounts, were less than the 15.0% threshold.

The Company had accrued expenses payable to the Advisor and Dealer Manager of $1.0 million and $0.1 million as of June 30, 2012 and December 31, 2011, respectively, for services relating to the IPO.


14
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


Fees Paid in Connection With the Operations of the Company

The Advisor receives an acquisition fee of 1.0% of the contract purchase price of each acquired property and is reimbursed for acquisition costs incurred in the process of acquiring properties, which is expected to approximate 0.5% of the contract purchase price. In no event will the total of all acquisition and advisory fees and acquisition expenses payable with respect to a particular investment exceed 4.5% of the contract purchase price.  Once the proceeds from the IPO have been fully invested, the aggregate amount of acquisition fees and financing coordination fees (as described below) shall not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment, as applicable, for all the assets acquired.

The Company will pay the Advisor an annual fee of up to 0.75% of the cost of assets. Cost of assets includes the purchase price, acquisition expenses, capital expenditures and other customary capitalized costs, but will exclude acquisition fees to affiliates. However, the asset management fee shall be reduced by any amounts payable to the Property Manager as an oversight fee, such that the aggregate of the asset management fee and the oversight fee does not exceed 0.75% per annum of the cost of assets. Such asset management fee shall be payable on a monthly basis, at the discretion of the Company’s Board, in cash, common stock or restricted stock grants, or any combination thereof.  In addition, on a prospective basis, the Company’s board of directors, may elect to issue performance-based common stock or restricted stock grants, or in any combination thereof in lieu of cash for any then unpaid amount of the asset management fee, in an amount not to exceed the limit for the asset management fee set forth in the advisory agreement. The asset management fee will be reduced to the extent that the Company’s funds from operations, as adjusted, during the six months ending on the last calendar quarter immediately preceding the date the asset management fee is payable is less than the distributions paid with respect to such six month period.

Unless the Company contracts with a third party, the Company will pay to an affiliate of the Sponsor a property management fee of up to 2% of gross revenues from the Company’s stand-alone single-tenant net leased properties and 4% of gross revenues from its multi-tenant properties, plus, in each case, market-based leasing commissions applicable to the geographic location of the property.  The Company will also reimburse the affiliate for property level expenses.  If the Company contracts directly with third parties for such services, the Company will pay them customary market fees and will pay the affiliated Property Manager, an oversight fee of up to 1.0% of the gross revenues of the property managed.

If the Company’s Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company will pay the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations.


15
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


The following table details amounts paid and reimbursed to affiliates and amounts contractually due and forgiven in connection with the operations related services described above for the three and six months ended June 30, 2012. There were no fees incurred or forgiven by the Advisor or Dealer Manager during the three and six months ended June 30, 2011 (amounts in thousands):

 
Three Months Ended
 
Six Months Ended
 
June 30, 2012
 
June 30, 2012
 
Incurred
 
Forgiven (1)
 
Incurred
 
Forgiven (1)
One-time fees and reimbursements:
 
 
 
 
 
 
 
Acquisition fees and related cost reimbursements
$
4,265

 
$
—

 
$
7,506

 
$
—

Financing coordination fees
436

 
—

 
1,045

 
—

Other expense reimbursements
140

 
—

 
302

 
—

Ongoing fees:

 
 
 
 
 
 
Asset management fees (2)
—

 
762

 
212

 
849

Property management fees
—

 
148

 
—

 
211

Total related party operation fees and reimbursements
$
4,841

 
$
910

 
$
9,065

 
$
1,060

____________________________
(1)
These cash fees have been waived.  The Company’s board of directors may elect, on a prospective basis, to pay asset management fees in the form of performance-based common stock or restricted stock grants, or any combination thereof.
(2) As of June 30, 2012, the Company had a receivable of $0.7 million, primarily for asset management fees to be refunded by the Advisor.

The Company will reimburse the Advisor’s costs of providing administrative services, subject to the limitation that it will not reimburse the Advisor for any amount by which its operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2% of average invested assets, or (b) 25% of net income other than any additions to reserves for depreciation, bad debt or other similar non cash reserves and excluding any gain from the sale of assets for that period.  Additionally, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions.  No reimbursement was paid to the Advisor for providing administrative services for the three and six months ended June 30, 2012 and 2011.

The Advisor may provide expense support to the Company from time to time to assist the Company with operating cash flow, distributions or other operational purposes. For the three and six months ended June 30, 2012, the Advisor provided $0.1 million of expense support to the Company, which was recorded as an offset to general and administrative expense on the consolidated statement of operations. No expense support was provided to the Company for the three and six months ended June 30, 2011. There can be no assurance that the Advisor will provide such expense support in the future.

As the Company’s real estate portfolio matures, the Company expects cash flows from operations (reported in accordance with GAAP) to cover a more significant portion of distributions and over time to cover the entire distribution. As the cash flows from operations become more significant, the Advisor may discontinue its past practice of forgiving fees and may charge the full fee owed to it in accordance with the Company’s agreements with the Advisor.

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

The Company will pay a brokerage commission on the sale of property, not to exceed the lesser of 2% of the contract sale price of the property and one-half of the total brokerage commission paid if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the
Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. No such fees were incurred or paid for the three and six months ended June 30, 2012.


16
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


The Company will pay a subordinated participation in the net sales proceeds of the sale of real estate assets of 15% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 6% cumulative, pre-tax non-compounded return on the capital contributed by investors.  The Company cannot assure that it will provide this 6% return but the Advisor will not be entitled to the subordinated participation in net sale proceeds unless the Company’s investors have received a 6% cumulative non-compounded return on their capital contributions. No such fees were incurred or paid for the three and six months ended June 30, 2012.

The Company will pay a subordinated incentive listing distribution of 15% of the amount by which the adjusted market value of real estate assets plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6% cumulative, pre-tax non-compounded annual return to investors.  The Company cannot assure that it will provide this 6% return but the Advisor will not be entitled to the subordinated incentive listing fee unless investors have received a 6% cumulative, pre-tax non-compounded return on their capital contributions. No such fees were incurred or paid for the three and six months ended June 30, 2012.  Neither the Advisor nor any of its affiliates can earn both the subordination participation in the net proceeds and the subordinated incentive listing distribution.

Note 10 — Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor and its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issue, as well as other administrative responsibilities for the Company including accounting services and investor relations.

As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

Note 11 — Share-Based Compensation

Stock Option Plan

The Company has a stock option plan (the “Plan”) which authorizes the grant of nonqualified stock options to the Company’s independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the Board of Directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan will be fixed at $10.00 per share until the termination of the IPO, and thereafter the exercise price for stock options granted to the independent directors will be equal to the fair market value of a share on the last business day preceding the annual meeting of stockholders. A total of 500,000 shares have been authorized and reserved for issuance under the Plan. As of June 30, 2012 and December 31, 2011, no stock options were issued under the Plan.

Restricted Share Plan

The Company has an employee and director incentive restricted share plan (the “RSP”), which provides for the automatic grant of 3,000 restricted shares of common stock to each of the independent directors, without any further action by the Company’s Board of Directors or the stockholders, on the date of initial election to the Board of Directors and on the date of each annual stockholder’s meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of common shares granted under the RSP will not exceed 5.0% of the Company’s authorized common shares on a fully diluted basis at any time.


17
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


Restricted share awards entitle the recipient to receive common shares from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in common shares shall be subject to the same restrictions as the underlying restricted shares. In March 2011, 6,000 shares were issued to independent directors under the RSP at a fair value of $10.00 per share. On March 1, 2012, 3,000 of these shares were forfeited upon the resignation of an independent director; simultaneously, 6,000 new shares were issued to two new independent directors under the RSP at a fair value of $10.00 per share. Additionally, in June 2012, 9,000 shares were issued to independent directors under the RSP at a fair value of $9.00 per share. The fair value of these shares are being expensed over the vesting period of five years.

Compensation expense related to restricted stock was approximately $3,000 for the three and six months ended June 30, 2012, respectively. There was no compensation expense related to restricted stock for the three and six months ended June 30, 2011.

Other Share-Based Compensation

The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were 667 shares of common stock issued during the six months ended June 30, 2012 in lieu of $6,000 of board fees earned for services performed. No such shares were issued during the six months ended June 30, 2011.

Note 12 — Net Loss Per Share

The following is a summary of the basic and diluted net loss per share computation for the three and six months ended June 30, 2012 and 2011 (net loss dollars in thousands):  

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
Net loss
$
(5,030
)
 
$
(82
)
 
$
(9,428
)
 
$
(98
)
Weighted average common shares outstanding
63,852,013

 
20,000

 
40,575,783

 
20,000

Net loss per share, basic and diluted
$
(0.08
)
 
$
(4.10
)
 
$
(0.23
)
 
$
(4.90
)

As of June 30, 2012, the Company had 17,400 shares of unvested restricted stock outstanding which were excluded from the calculation of diluted loss per share as the effect would have been antidilutive.


18
AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


Note 13 — Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to its disclosures in the consolidated financial statements except for the following:

Completion of Acquisitions of Assets

The following table presents certain information about the properties that the Company acquired from July 1, 2012 to August 8, 2012 (dollar amounts in thousands):

 
No. of Buildings
 
Square Feet
 
Base Purchase Price (1)
Total Portfolio – June 30, 2012
181
 
3,572,346

 
$
517,679

Acquisitions
43
 
880,961

 
90,424

Total portfolio – August 8, 2012
224
 
4,453,307

 
$
608,103

____________________________
(1) 
Contract purchase price, excluding acquisition and transaction related costs.

The acquisitions made subsequent to June 30, 2012 were made in the normal course of business and none were individually significant to the total portfolio.

Financings

On August 8, 2012, the Company entered into a $12.3 million mortgage note payable with Goldman Sachs Commercial Mortgage Capital, L.P. The mortgage note has a five year term with a fixed interest rate of 3.70%. The mortgage note is encumbered with 27 properties.

Sales of Common Stock

From July 1, 2012 to July 31, 2012, the Company issued 22.1 million shares of common stock, including shares issued under the DRIP. Total gross proceeds from these issuances were $217.9 million.

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AMERICAN REALTY CAPITAL TRUST III, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)


Senior Revolving Credit Facility Agreement
On July 26, 2012, the Company entered into a senior revolving credit facility (the "Credit Facility") in the amount of $100.0 million with RBS Citizens, N.A. (“RBS”). The Credit Facility contains an “accordion” feature to allow the Company, under certain circumstances, to increase the aggregate commitments under the Credit Facility to a maximum of $250.0 million.
The Credit Facility is a revolving line of credit which has a term of 36 months, subject to the Company’s right to a 12-month extension. The Company will have the option, based upon its corporate leverage, to have loans taken out under the Credit Facility priced at either: (a) LIBOR, plus an applicable margin that ranges from 2.10% to 3.50%; or (b) the Base Rate, as defined in the Credit Facility, plus an applicable margin that ranges from 2.50% to 3.00%.
The Credit Facility provides for monthly interest payments for Base Rate loans. For all other loans, interest payments will be made at the end of an applicable interest period, designated at the time the loan is made. If the Company does not use a certain percentage of the proceeds from the Credit Facility, it will be required to pay an unused fee. All principal outstanding on the Company’s borrowings under the Credit Facility will be due on the maturity date in July 2015. Borrowings under the Credit Facility may be prepaid from time to time and at any time, in whole or in part, without premium or penalty, subject to reimbursement of certain costs and expenses. In the event of a default, each lender has the right to terminate its obligations under the Credit Facility, and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Company has guaranteed the obligations under the Credit Facility.


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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 financial statements of American Realty Capital Trust III, Inc. and the notes thereto. As used herein, the terms "we," "our" and "us" refer to American Realty Capital Trust III, Inc., a Maryland corporation, and, as required by context, to American Realty Capital Operating Partnership III, L.P. (the "OP"), a Delaware limited partnership, and its subsidiaries. American Realty Capital Trust III, Inc. is externally managed by American Realty Capital Advisors III, LLC (the "Advisor"), a Delaware limited liability company.

Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of American Realty Capital Trust III, Inc. (the "Company," "we" "our" or "us") and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should" or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:

•
We have a limited operating history and the Advisor has limited experience operating a public company. This inexperience makes our future performance difficult to predict.
•
All of our executive officers are also officers, managers and/or holders of a direct or indirect controlling interest in our Advisor, our dealer manager, Realty Capital Securities, LLC (the "Dealer Manager") and other American Realty Capital affiliated entities. As a result, our executive officers, our Advisor and its affiliates face conflicts of interest, including significant conflicts created by our Advisor’s compensation arrangements with us and other investment programs advised by American Realty Capital affiliates and conflicts in allocating time among these investment programs and us. These conflicts could result in unanticipated actions.
•
Because investment opportunities that are suitable for us may also be suitable for other American Realty Capital advised investment programs, our Advisor and its affiliates face conflicts of interest relating to the purchase of properties and other investments and such conflicts may not be resolved in our favor, meaning that we could invest in less attractive assets, which could reduce the investment return to our stockholders.
•
While we are raising capital and investing the proceeds of our ongoing initial public offering ("IPO"), the competition for the type of properties we desire to acquire may cause our distributions and the long-term returns of our investors to be lower than they otherwise would be.
•
No public market currently exists, or may ever exist, for shares of our common stock and our shares are, and may continue to be, illiquid.
•
If we and our Advisor are unable to find suitable investments, then we may not be able to achieve our investment objectives or pay distributions.
•
Our initial IPO, which commenced on March 31, 2011, is a blind pool offering, and you may not have the opportunity to evaluate our investments before you make your purchase of our common stock, thus making your investment more speculative.
•
If we raise substantially less than the maximum offering in our IPO, we may not be able to invest in a diversified portfolio of real estate assets and the value of an investment in us may vary more widely with the performance of specific assets.
•
We may be unable to pay or maintain cash distributions or increase distributions over time.
•
We are obligated to pay substantial fees to our Advisor and its affiliates.
•
We depend on tenants for our revenue, and, accordingly, our revenue is dependent upon the success and economic viability of our tenants.
•
Increases in interest rates could increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.

21

•
We may not generate cash flows sufficient to pay our distributions to stockholders, as such we may be forced to borrow at higher rates or depend on our Advisor to waive reimbursements of certain expenses and fees to fund our operations.
•
We are subject to risks associated with the significant dislocations and liquidity disruptions currently existing or occurring in the United States credit markets.
•
We may fail to qualify or continue to qualify to be treated as a real estate investment trust ("REIT") for U.S. federal income tax purposes.
•
We may be deemed to be an investment company under the Investment Company Act of 1940, as amended, and thus subject to regulation under the Investment Company Act of 1940, as amended.

Overview

We are a Maryland corporation, incorporated on October 15, 2010, that qualified as a REIT for U.S. federal income tax purposes for the taxable year ended December 31, 2011. On March 31, 2011, we commenced our ongoing IPO on a "reasonable best efforts" basis of up to 150.0 million shares of common stock, $0.01 par value per share, at a price of $10.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11 (File No. 333-170298) (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended. The Registration Statement also covers up to 25.0 million shares available pursuant to a distribution reinvestment plan (the "DRIP") under which our common stockholders may elect to have their distributions reinvested in additional shares of our common stock at the greater of $9.50 per share or 95% of the estimated value of a share of common stock.

We sold 20,000 shares of common stock to American Realty Capital III Special Limited Partnership, LLC (the "Special Limited Partner"), an entity wholly owned by AR Capital, LLC (the "Sponsor") on October 20, 2010, at $10.00 per share. In August 2011, we had raised proceeds sufficient to break escrow in connection with our IPO. As of June 30, 2012, we had 91.7 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP. Total gross proceeds from these issuances were $910.6 million. As of June 30, 2012, the aggregate value of all common share issuances, excluding unvested restricted stock, was $916.3 million, based on a per share value of $10.00 (or $9.50 for shares issued under the DRIP).

We were formed to primarily acquire a diversified portfolio of commercial properties, comprised primarily of freestanding single-tenant properties that are net leased to investment grade and other creditworthy tenants. All such properties may be acquired and operated by us alone or jointly with another party. We may also originate or acquire first mortgage loans secured by real estate. We purchased our first property and commenced real estate operations in September 2011.  As of June 30, 2012, we owned 181 properties with an aggregate purchase price of $517.7 million, comprised of 3.6 million square feet which were 100% leased. As of June 30, 2012, rental revenues derived from investment grade tenants as rated by a major rating agency, represented 92.1% (includes properties leased to Fedex Ground Package Systems, Inc. an unrated wholly owned subsidiary of Fedex Corp. We have attributed the rating of the parent company to its wholly owned subsidiary for purposes of this disclosure.) of annualized rental income on a straight line basis.

Substantially all of our business is conducted through the OP. We are the sole general partner and holder of substantially all of the units of the limited partner interest in the OP. Our Advisor is the sole limited partner and holds 202 units of limited partner interest in the OP ("OP Units"), which represents a nominal percentage of the aggregate OP ownership. The limited partner interest has the right to convert OP units for the cash value of a corresponding number of shares of common stock or, at the option of the OP, a corresponding number of shares of our common stock, as allowed by the limited partnership agreement of the OP. The remaining rights of the limited partner interest are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.

We have no paid employees. We have retained our Advisor to manage our affairs on a day-to-day basis. We have retained American Realty Capital Properties III, LLC (the "Property Manager"), an entity wholly owned by the Special Limited Partner, serves as our property manager. Realty Capital Securities, LLC (the "Dealer Manager"), an affiliate of the Sponsor, serves as the dealer manager of our IPO. The Advisor, Property Manager and Dealer Manager are related parties and will receive compensation and fees for services related to the IPO and for the investment and management of our assets. Such entities receive compensation and fees during the offering, acquisition, operational and liquidation stages.


22

Real estate-related investments may be higher-yield and higher-risk investments that our Advisor will actively manage, if we elect to acquire such investments. The real estate-related investments in which we may invest include: (i) mortgage loans; (ii) equity securities such as common stocks, preferred stocks and convertible preferred securities of real estate companies; (iii) debt securities, such as mortgage-backed securities, commercial mortgages, mortgage loan participations and debt securities issued by other real estate companies; and (iv) certain types of illiquid securities, such as mezzanine loans and bridge loans. Since our inception, we have not acquired or own any real estate-related investments.

Significant Accounting Estimates and Critical Accounting Policies

Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates and critical accounting policies include: 

Offering and Related Costs

Offering and related costs include all expenses incurred in connection with our IPO. Offering costs (other than selling commissions and the dealer manager fees) include costs that may be paid by the Advisor, the Dealer Manager or their affiliates on our behalf.  These costs include but are not limited to (i) legal, accounting, printing, mailing, and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. We are obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs paid by them on our behalf, provided that the Advisor is obligated to reimburse us to the extent organization and offering costs (excluding selling commissions and the dealer manager fee) incurred by us in our offering exceed 1.5% of gross offering proceeds at the end of the IPO. As a result, these costs are only our liability to the extent aggregate selling commissions, the dealer manager fee and other offering costs do not exceed 11.5% of the gross proceeds determined at the end of the IPO.

Revenue Recognition

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

We continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, we record an increase in our allowance for uncollectible accounts or record a direct write-off of the receivable in our consolidated statements of operations.

Investments in Real Estate

Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five to fifteen years for fixtures and improvements and the shorter of the useful life or the remaining lease term for acquired intangible lease assets and tenant improvements.

We are required to make subjective assessments as to the useful lives of our properties for purposes of determining the amount of depreciation to record on an annual basis with respect to our investments in real estate. These assessments have a direct impact on our net income because if we were to shorten the expected useful lives of our investments in real estate, we would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis. We are required to present the operations related to properties that have been sold or properties that are intended to be sold as discontinued operations in the statement of operations at fair value for all periods presented. Properties that are intended to be sold are to be designated as “held for sale” on the balance sheet.


23

Long-lived assets are carried at cost and evaluated for impairment when events or changes in circumstances indicate such an evaluation is warranted or when they are designated as held for sale. Valuation of real estate is considered a “critical accounting estimate” because the evaluation of impairment and the determination of fair values involve a number of management assumptions relating to future economic events that could materially affect the determination of the ultimate value, and therefore, the carrying amounts of our real estate. Additionally, decisions regarding when a property should be classified as held for sale are also highly subjective and require significant management judgment.

Events or changes in circumstances that could cause an evaluation for impairment include the following:

•
a significant decrease in the market price of a long-lived asset;
•
a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition;
•
a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator;
•
an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; and
•
a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset.

We review our portfolio on an ongoing basis to evaluate the existence of any of the aforementioned events or changes in circumstances that would require us to test for recoverability. In general, our review of recoverability is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value expected, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. We are required to make subjective assessments as to whether there are impairments in the values of our investments in real estate. These assessments have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income.

Purchase Price Allocation

We allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third-parties or on our analysis of comparable properties in our portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable.

The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by us in our analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six to 12 months. We also estimate costs to execute similar leases including leasing commissions, legal and other related expenses.

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


24

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

The value of in-place leases is amortized to expense over the initial term of the respective leases, which range primarily from seven to 25 years. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

In making estimates of fair values for purposes of allocating purchase price, we utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We also consider information obtained about each property as a result of our pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

Derivative Instruments

We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such agreements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions.

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

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

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


25

In September 2011, the FASB issued guidance that allows entities to perform a qualitative analysis as the first step in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then a quantitative analysis for impairment is not required. The guidance was effective for interim and annual impairment tests for fiscal periods beginning after December 15, 2011.  The adoption of this guidance did not have a material impact on our financial position or results of operations.

In December 2011, the FASB issued guidance regarding disclosures about offsetting assets and liabilities, which requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure only, is not expected to have a material impact on our consolidated financial position or results of operations.

Results of Operations

As of June 30, 2012, we owned 181 properties with an aggregate purchase price of $517.7 million, comprised of 3.6 million square feet which were 100% leased. The annualized rental income per square foot of the properties at June 30, 2012 was $11.33 with a weighted average remaining lease term of 12.8 years. As of June 30, 2011, we did not own any properties and were in the development stage of operations. During the three and six months ended June 30, 2011, we had no income and our total expenses of $82,000 and $98,000, respectively, represented general and administrative expenses.

Comparison of Three Months Ended June 30, 2012 to Three Months Ended June 30, 2011

Rental Income

Rental income was $8.1 million for the three months ended June 30, 2012. Rental income was derived from our acquisition of 181 properties with an aggregate purchase price of $517.7 million representing 3,572,346 square feet, which were 100% leased as of June 30, 2012, with an annualized rental income per square foot of $11.33. We did not own any properties during the three months ended June 30, 2011.

Operating Expense Reimbursements

Operating expense reimbursements were $0.1 million for the three months ended June 30, 2012. Operating expense reimbursements represent reimbursements for taxes, property maintenance and other charges contractually due from tenants per their respective lease arrangements. There were no properties purchased and therefore no operating expense reimbursements for the three months ended June 30, 2011.

Acquisition and Transaction Related Costs

Acquisition and transaction related costs for the three months ended June 30, 2012 were $5.8 million. These costs related to legal and other closing costs associated with our acquisition of 88 properties for a purchase price of $249.4 million. There were no properties purchased and therefore no acquisition and transaction related costs for the three months ended June 30, 2011.

Property Operating Expenses

Property operating expenses for the three months ended June 30, 2012 were $0.2 million. These costs primarily relate to the costs associated with maintaining the property including real estate taxes, utilities and repairs and maintenance. We did not own any properties during the three months ended June 30, 2011 and as a result did not have any property operating expenses.
  
Operating Fees to Affiliates

Asset Management Fees:

Our Advisor is entitled to fees for the management of our properties. The Advisor has elected to waive the asset management fees for the three months ended June 30, 2012. For the three months ended June 30, 2012, we would have incurred asset management fees of $0.8 million, had the fees not been waived. There were no asset management fees incurred or forgiven by the Advisor during the three months ended June 30, 2011.


26

Property Management Fees:

Our Property Manager has elected to waive the property management fees for the three months ended June 30, 2012. Such fees represent amounts that, had they not been waived, would have been paid to our Property Manager to manage and lease our properties. For the three months ended June 30, 2012, we would have incurred property management fees of $0.1 million, had the fees not been waived. There were no property management fees incurred or forgiven by the Property Manager during the three months ended June 30, 2011.

General and Administrative Expenses

General and administrative expenses increased $0.1 million to $0.2 million for the three months ended June 30, 2012 from approximately $0.1 million for the three months ended June 30, 2011. General and administrative expenses primarily included professional fees, Board member compensation and insurance expense, net of costs absorbed by our Advisor of $0.1 million during the three months ended June 30, 2012. No such costs were absorbed during the three months ended June 30, 2011.

Depreciation and Amortization Expense

Depreciation and amortization expense of $5.3 million for the three months ended June 30, 2012, related to the properties purchased since we commenced real estate operations in September 2011. The purchase price of acquired properties is allocated to tangible and identifiable intangible assets and depreciated or amortized over their estimated useful lives. There were no properties purchased and therefore no depreciation and amortization expense for the three months ended June 30, 2011.

Interest Expense

Interest expense of $1.8 million for the three months ended June 30, 2012, related to financing of a portion of the properties acquired since we commenced real estate operations in September 2011. We view these secured financing sources as an efficient and accretive means to acquire properties. There were no mortgages payable and therefore no interest expense during the three months ended June 30, 2011.

Our interest expense in future periods will vary based on our level of future borrowings, which will depend on the level of proceeds raised in our IPO, the cost of borrowings and the opportunity to acquire real estate assets which meet our investment objectives.

Comparison of Six Months Ended June 30, 2012 to Six Months Ended June 30, 2011

Rental Income

Rental income was $11.3 million for the six months ended June 30, 2012. Rental income was driven by our acquisition of 181 properties with an aggregate purchase price of $517.7 million representing 3,572,346 square feet, which were 100% leased as of June 30, 2012, with an annualized rental income per square foot of $11.33. We did not own any properties during the six months ended June 30, 2011.

Operating Expense Reimbursements

Operating expense reimbursements were $0.2 million for the six months ended June 30, 2012. Operating expense reimbursements represent reimbursements for taxes, property maintenance and other charges contractually due from tenants per their respective lease arrangements. We did not own any properties and therefore, had no operating expense reimbursements for the six months ended June 30, 2011.

Acquisition and Transaction Related Costs

Acquisition and transaction related costs for the six months ended June 30, 2012 were $10.3 million. These costs related to legal and other closing costs associated with our acquisition of 140 properties for a purchase price of $445.2 million. There were no properties purchased and therefore no acquisition and transaction related costs for the six months ended June 30, 2011.


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Property Operating Expenses

Property operating expenses for the six months ended June 30, 2012 were $0.3 million. These costs primarily relate to the costs associated with maintaining the property including real estate taxes, utilities and repairs and maintenance. We did not own any properties and therefore, had no property operating expenses for the six months ended June 30, 2011.
  
Operating Fees to Affiliates

Asset Management Fees:

Our Advisor is entitled to fees for the management of our properties. The Advisor was paid $0.2 million and has elected to waive $0.8 million of asset management fees for the six months ended June 30, 2012. There were no asset management fees incurred or forgiven by the Advisor during the six months ended June 30, 2011.

Property Management Fees:

Our Property Manager has elected to waive the property management fees for the six months ended June 30, 2012. Such fees represent amounts that, had they not been waived, would have been paid to our Property Manager to manage and lease our properties. For the six months ended June 30, 2012, we would have incurred property management fees of $0.2 million, had the fees not been waived. There were no property management fees incurred or forgiven by the Property Manager during the six months ended June 30, 2011.

General and Administrative Expenses

General and administrative expenses increased $0.3 million to $0.4 million for the six months ended June 30, 2012 from approximately $0.1 million for the six months ended June 30, 2011. General and administrative expenses primarily included professional fees, Board member compensation and insurance expense, net of costs absorbed by our Advisor of $0.1 million during the six months ended June 30, 2012. No such costs were absorbed during the six months ended June 30, 2011.

Depreciation and Amortization Expense

Depreciation and amortization expense of $7.3 million for the six months ended June 30, 2012, related to the properties purchased since we commenced real estate operations in September 2011. The purchase price of acquired properties is allocated to tangible and identifiable intangible assets and depreciated or amortized over their estimated useful lives. There were no properties purchased and therefore no depreciation and amortization expense for the six months ended June 30, 2011.

Interest Expense

Interest expense of $2.4 million for the six months ended June 30, 2012, related to financing of a portion of the properties acquired since we commenced real estate operations in September 2011. We view these secured financing sources as an efficient and accretive means to acquire properties. There were no mortgages payable and therefore no interest expense during the six months ended June 30, 2011.

Cash Flows for the Six Months Ended June 30, 2012

For the six months ended June 30, 2012, net cash used in operating activities was $0.7 million. The level of cash flows used in or provided by operating activities is affected by the amount of acquisition and transaction related costs incurred, the timing of interest payments and the amount of borrowings outstanding during the period, as well as the receipt of scheduled rent payments. Cash flows used in operating activities during the six months ended June 30, 2012 include $10.3 million of acquisition costs and non-cash expenses of $7.6 million. In addition, increases in prepaid expenses of $1.1 million occurred primarily due to an increase in unbilled rent receivables recorded in accordance with straight-line basis accounting. These cash outflows were partially offset by the increase in accounts payable and accrued expenses of $1.4 million and an increase in deferred rent of $0.8 million, primarily representing rent payments received in advance of the respective due date.

Net cash used in investing activities during the six months ended June 30, 2012 of $445.8 million primarily related to the 140 properties acquired during the period for a purchase price of $445.2 million.


28

Net cash provided by financing activities of $822.1 million during the six months ended June 30, 2012 related to proceeds from the issuance of shares of common stock, net of receivables and common stock repurchases, of $794.8 million and proceeds from mortgage notes payable of $139.4 million. These cash inflows were partially offset by payments related to offering costs of $96.1 million of financing costs of $8.6 million, distribution payments of $5.1 million and an increase in restricted cash of $1.5 million.

Cash Flows for the Six Months Ended June 30, 2011

For the six months ended June 30, 2011, net cash used in operating activities of $0.1 million, was primarily due to a net loss of $0.1 million.

Net cash provided by financing activities of $0.1 million during the six months ended June 30, 2011 related to proceeds from affiliates of $0.3 million, partially offset by payments related to offering costs of $0.3 million.

Liquidity and Capital Resources

In August 2011, we had raised proceeds sufficient to break escrow in connection with our IPO.  We purchased our first property and commenced our real estate operations in September 2011.  As of June 30, 2012, we owned 181 properties with an aggregate purchase price of $517.7 million.

Our principal demands for funds will continue to be for property acquisitions, either directly or through investment interests, for the payment of operating expenses, distributions to our stockholders and for the payment of principal and interest on the outstanding indebtedness we expect to incur.

We expect to meet our future short-term operating liquidity requirements through a combination of net cash provided by our current property operations and the operations of properties to be acquired in the future, advances under our senior revolving credit facility and proceeds from the sale of common stock.  Management expects that in the future, as our portfolio matures, our properties will generate sufficient cash flow to cover operating expenses and the payment of our monthly distribution. Other potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from private offerings and undistributed funds from operations.

We expect to continue to raise capital through the sale of our common stock and to utilize the net proceeds from the sale of our common stock and proceeds from secured financings to complete future property acquisitions. As of June 30, 2012, we had 91.7 million shares of common stock outstanding, including unvested restricted stock, for gross proceeds of $910.6 million.

Our Board of Directors has adopted a share repurchase plan that enables our stockholders to sell their shares to us under limited circumstances. At the time a stockholder requests a redemption, we may, subject to certain conditions, redeem the shares presented for repurchase for cash to the extent we have sufficient funds available to fund such purchase. During the six months ended, we received four requests to repurchase an aggregate of 21,567 shares of our common stock pursuant to our share repurchase plan. As of June 30, 2012, we funded the repurchase requests of 9,067 shares at an average price per share of $10.00. As of June 30, 2012, we approved the repurchase request of 12,500 shares, at an average price per share of $10.00. We fund share repurchases from proceeds from common our offering. As of the date of this filing, we are not aware of any other repurchase requests.

As of June 30, 2012, we had cash and cash equivalents of $391.7 million.  We expect cash flows from operations and the sale of common stock, as well as proceeds from secured financings to be used primarily to invest in additional real estate, pay debt service, pay operating expenses and pay stockholder distributions.

Acquisitions

Our Advisor evaluates potential acquisitions of real estate and real estate related assets and engages in negotiations with sellers and borrowers on our behalf.  Investors should be aware that after a purchase contract is executed that contains specific terms the property will not be purchased until the successful completion of due diligence and negotiation of final binding agreements. During this period, we may decide to temporarily invest any unused proceeds from common stock offerings in certain investments that could yield lower returns than the properties. These lower returns may affect our ability to make distributions. Generally, capital needs for property acquisitions will be met through net proceeds received from the sale of common stock through our ongoing offering. We may also from time to time enter into other agreements with third parties whereby third parties will make equity investments in specific properties or groups of properties that we acquire. 


29

Funds from Operations and Modified Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a measure known as funds from operations ("FFO"), which the Company believes to be an appropriate supplemental measure to reflect the operating performance of a real estate investment trust, or REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to the Company’s net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property and asset impairment writedowns, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our FFO calculation complies with NAREIT’s policy described above.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or is requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Additionally, we believe it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions which can change over time. An asset will only be evaluated for impairment if certain impairment indications exist and if the carrying, or book value, exceeds the total estimated undiscounted future cash flows (including net rental and lease revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) from such asset. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges.

Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization and impairments, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. However, FFO and MFFO, as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.


30

Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT’s definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses for all industries as items that are expensed under GAAP, that are typically accounted for as operating expenses. Management believes these fees and expenses do not affect our overall long-term operating performance. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start up entities may also experience significant acquisition activity during their initial years, we believe that non-listed REITs are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after the acquisition activity ceases. As disclosed in the prospectus for our offering (the “Prospectus”), we will use the proceeds raised in the offering to acquire properties, and intends to begin the process of achieving a liquidity event (i.e., listing of its common stock on a national exchange, a merger or sale or another similar transaction) within three to five years of the completion of the offering. Thus, we will not continuously purchase assets and will have a limited life. Due to the above factors and other unique features of publicly registered, non-listed REITs, the Investment Program Association (“IPA”), an industry trade group, has standardized a measure known as MFFO, which the IPA has recommended as a supplemental measure for publicly registered non-listed REITs and which we believe to be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT having the characteristics described above. MFFO is not equivalent to our net income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate with a limited life and targeted exit strategy, as currently intended. We believe that, because MFFO excludes costs that the we consider more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that affect our operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring our properties and once our portfolio is in place. By providing MFFO, we believe it is presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance after our offering has been completed and our properties have been acquired. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry. Further, we believe MFFO is useful in comparing the sustainability of our operating performance after our offering and acquisitions are completed with the sustainability of the operating performance of other real estate companies that are not as involved in acquisition activities. Investors are cautioned that MFFO should only be used to assess the sustainability of our operating performance after our offering has been completed and properties have been acquired, as it excludes acquisition costs that have a negative effect on our operating performance during the periods in which properties are acquired.

We define MFFO, a non-GAAP measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While we are responsible for managing interest rate, hedge and foreign exchange risk, it does retain an outside consultant to review all its hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such non-recurring gains and losses in calculating MFFO, as such gains and losses are not reflective of on-going operations.


31

Our MFFO calculation complies with the IPA’s Practice Guideline described above. In calculating MFFO, we exclude acquisition related expenses, amortization of above and below market leases, fair value adjustments of derivative financial instruments, deferred rent receivables and the adjustments of such items related to noncontrolling interests. Under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income. These expenses are paid in cash, and therefore such funds will not be available to distribute to investors. All paid and accrued acquisition fees and expenses negatively impact our operating performance during the period in which properties are acquired and will have negative effects on returns to investors, the potential for future distributions, and cash flows generated, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property. Therefore, MFFO may not be an accurate indicator of our operating performance, especially during periods in which properties are being acquired. MFFO that excludes such costs and expenses would only be comparable to non-listed REITs that have completed their acquisition activities and have similar operating characteristics. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, we view fair value adjustments of derivatives and gains and losses from dispositions of assets as non-recurring items or items which are unrealized and may not ultimately be realized, and which are not reflective of on-going operations and are therefore typically adjusted for when assessing operating performance. As disclosed elsewhere in our Prospectus, the purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to investors. Acquisition fees and expenses will not be reimbursed by the advisor if there are no further proceeds from the sale of shares in this offering, and therefore such fees and expenses will need to be paid from either additional debt, operational earnings or cash flows, net proceeds from the sale of properties or from ancillary cash flows.

Our management uses MFFO and the adjustments used to calculate it in order to evaluate the our performance against other non-listed REITs which have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate in this manner. We believe that its use of MFFO and the adjustments used to calculate it allow us to present its performance in a manner that reflects certain characteristics that are unique to non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence that the use of such measures is useful to investors. For example, acquisitions costs are funded from the proceeds of our offering and other financing sources and not from operations. By excluding expensed acquisition costs, the use of MFFO provides information consistent with management’s analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe MFFO provides useful supplemental information.

Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations as an indication of its liquidity, or indicative of funds available to fund its cash needs including its ability to make distributions to its stockholders. FFO and MFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance. MFFO has limitations as a performance measure in an offering such as where the price of a share of common stock is a stated value and there is no net asset value determination during the offering stage and for a period thereafter. MFFO is useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete and net asset value is disclosed. FFO and MFFO are not useful measures in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining FFO or MFFO.

Neither the SEC, NAREIT, nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT, or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust its calculation and characterization of FFO or MFFO.


32

The table below reflects FFO in accordance with the NAREIT definition as well as MFFO in the IPA recommended format for the three months ended March 31, 2012 and June 30, 2012, respectively, and the six months ended June 30, 2012 (in thousands). We do not present FFO and MFFO for the three and six months ended June 30, 2011 as we had no property income or expenses during that period:
 
 
Three Months Ended
 
Six Months Ended
 
 
March 31, 2012
 
June 30, 2012
 
June 30, 2012
Net loss (in accordance with GAAP)
 
$
(4,398
)
 
$
(5,030
)
 
$
(9,428
)
Depreciation and amortization
 
2,016

 
5,296

 
7,312

FFO
 
(2,382
)
 
266

 
(2,116
)
Acquisition fees and expenses (1)
 
4,443

 
5,827

 
10,270

MFFO
 
2,061

 
6,093

 
8,154

Straight-line rent (2)
 
(42
)
 
(187
)
 
(229
)
MFFO - IPA recommended format
 
$
2,019

 
$
5,906

 
$
7,925

____________________________
(1) In evaluating investments in real estate, management differentiates the costs to acquire the investment from the operations derived from the investment. Such information would be comparable only for non-listed REITs that have completed their acquisition activity and have other similar operating characteristics. By excluding expensed acquisition costs, management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to our Advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income and income from continuing operations, both of which are performance measures under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to the property.

(2) Under GAAP, rental receipts are allocated to periods using various methodologies. This may result in income recognition that is significantly different than underlying contract terms. By adjusting for these items (to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, providing insight on the contractual cash flows of such lease terms and debt investments, and aligns results with management’s analysis of operating performance.

Distributions

In July 2011, our Board of Directors declared a distribution rate equal to a 6.60% annualized rate based on the common stock price of $10.00.  The first distribution was paid in October 2011.  The distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month at a rate of $0.001803279 per day.

During the three and six months ended June 30, 2012, distributions paid to common stockholders totaled $7.4 million and $9.4 million, respectively. The three and six months ended June 30, 2012 distributions included $3.4 million and $4.3 million, respectively, of the value of common stock issued under the DRIP. Distribution payments are dependent on the availability of funds.  Our Board of Directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured.

As of June 30, 2012, cash used to pay our distributions was generated from property operating results, proceeds from common stock issued under the DRIP and proceeds from financings.


33

The following table shows the sources for the payment of distributions to common stockholders for the three months ended March 31, 2012 and June 30, 2012, respectively, and the six months ended June 30, 2012 (amounts in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
 
March 31, 2012
 
June 30, 2012
 
June 30, 2012
 
 
Distribution
 
Percentage of
Distribution
 
Distribution
 
Percentage of
Distribution
 
Distribution
 
Percentage of
Distribution
Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
Distributions paid in cash
 
$
1,075

 
 
 
$
4,052

 
 
 
$
5,127

 
 
Distributions reinvested (1)
 
922

 
 
 
3,335

 
 
 
4,257

 
 
Total distributions
 
$
1,997

 
 
 
$
7,387

 
 
 
$
9,384

 
 
Source of distributions:
 
 

 
 
 
 
 
 
 
 
 
 
Cash flows provided by operations (2)
 
$
—

 
—
%
 
$
—

 
—
%
 
$
—

 
—
%
Proceeds from issuance of common stock
 
—

 
—
%
 
—

 
—
%
 
—

 
—
%
Proceeds from financings
 
1,075

 
54
%
 
4,052

 
55
%
 
5,127

 
55
%
Common stock issued under the DRIP / offering proceeds
 
922

 
46
%
 
3,335

 
45
%
 
4,257

 
45
%
Total sources of distributions
 
$
1,997

 
100
%
 
$
7,387

 
100
%
 
$
9,384

 
100
%
Cash flows used in operations (GAAP basis) (2)
 
$
(3,515
)
 
 

 
$
2,812

 
 

 
$
(703
)
 
 

Net loss (in accordance with GAAP)
 
$
(4,398
)
 
 

 
$
(5,030
)
 
 

 
$
(9,428
)
 
 

____________________________
(1) 
Distributions reinvested pursuant to the DRIP, which do not impact our cash flows.
(2) 
Includes the impact of expensing acquisition and transaction related costs as incurred of $4.4 million, $5.8 million and $10.3 million for the three months ended March 31, 2012 and the three and six months ended June 30, 2012, respectively.

The following table compares cumulative distributions paid to cumulative net loss (in accordance with GAAP) for the period from October 15, 2010 (date of inception) through June 30, 2012 (amounts in thousands):

 
 
Period from October 15, 2010 (Date of Inception) to June 30, 2012
Distributions paid:
 
 
Common stockholders in cash
 
$
5,421

Common stockholders pursuant to DRIP
 
4,528

Total distributions paid
 
$
9,949

 
 
 
Reconciliation of net loss:
 
 
Revenues
 
$
12,277

Acquisition and transaction-related expenses
 
(12,293
)
Depreciation and amortization
 
(7,811
)
Other operating expense
 
(1,352
)
Other non-operating expense
 
(2,373
)
Net loss (in accordance with GAAP) (1)
 
$
(11,552
)
____________________________
(1) 
Net loss as defined by GAAP includes the non-cash impact of depreciation and amortization expense as well as costs incurred relating to acquisitions and related transactions.

34

Loan Obligations

The payment terms of our loan obligations may vary. In general, we expect that only interest amounts will be payable monthly with all unpaid principal and interest due at maturity. Our loan agreements may stipulate that we comply with specific reporting and financial covenants mainly related to debt coverage ratios and loan to value ratios. Each loan that has these requirements may have specific ratio thresholds that must be met. As of June 30, 2012, we were in compliance with the debt covenants under our loan agreements.

As of June 30, 2012, we had non-recourse mortgage indebtedness secured by real estate of $144.5 million. As of June 30, 2012, our secured debt leverage ratio was 27.9% (defined as secured mortgage indebtedness divided by the base purchase price of acquired real estate investments). Our mortgage indebtedness bore interest at a weighted average effective interest rate of 4.68% per annum and had a weighted average maturity of 6.5 years. We may in the future incur additional mortgage debt on the properties we currently own or use long-term non-recourse financing to acquire additional properties in the future.

Our Advisor may, with the approval of our independent directors, seek to borrow short-term capital that, combined with secured mortgage financing, exceeds our targeted leverage ratio. Such short-term borrowings may be obtained from third parties on a case-by-case basis as acquisition opportunities present themselves simultaneous with our capital raising efforts. We view the use of short-term borrowings as an efficient and accretive means of acquiring real estate in advance of raising equity capital. Accordingly, we can take advantage of buying opportunities as we expand our fundraising activities. As additional equity capital is obtained, these short-term borrowings will be repaid.

Contractual Obligations

The following is a summary of our contractual obligations as of June 30, 2012 (in thousands):

 
 
 
 
 
 
Years Ended
 
 
 
 
Total
 
July 1, 2012 to December 31, 2012
 
2013 -2014
 
2015-2016
 
Thereafter
Principal Payments Due:
 
 
 
 
 
 
 
 
 
 
Mortgage notes payable
 
$
144,460

 
$
—

 
$
—

 
$
5,060

 
$
139,400

Interest Payments Due:
 
 
 
 
 
 
 
 
 
 
Mortgage notes payable
 
$
47,720

 
$
3,405

 
$
13,510

 
$
13,481

 
$
17,324


Election as a REIT

We elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with our taxable year ended December 31, 2011. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax to the extent we distribute our REIT taxable income to our stockholders, and so long as we distribute at least 90% of our REIT taxable income. REITs are subject to a number of other organizational and operational requirements. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income. We believe we are organized and operated in such a manner as to continue to qualify to be taxed as a REIT.

Inflation

Some of our leases contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions. In addition, our net leases require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation.


35

Related-Party Transactions and Agreements

We have entered into agreements with affiliates of AR Capital, LLC, whereby we pay certain fees or reimbursements to our Advisor or its affiliates in connection with acquisition and financing activities, sales of common stock under our offering, asset and property management services and reimbursement of operating and offering related costs. See Note 9 — Related Party Transactions and Arrangements to our consolidated financial statements included in this report for a discussion of the various related party transactions, agreements and fees.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures About 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 interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower 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 would not 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. Our long-term debt, which consists of a secured financing, bears interest at a floating rate which is fixed through the used of an interest rate swap agreements.

As of June 30, 2012, our debt included fixed-rate secured mortgage financings, including debt fixed through the use of interest rate derivative instruments, with a carrying value of $144.5 million and a fair value of $147.4 million. Changes in market interest rates on our fixed-rate debt impact the fair value of the notes, but it has no impact on interest incurred or cash flow. For instance, if interest rates rise 100 basis points and our fixed rate debt balance remains constant, we expect the fair value of our obligation to decrease, the same way the price of a bond declines as interest rates rise.
The sensitivity analysis related to our fixed–rate debt assumes an immediate 100 basis point move in interest rates from their June 30, 2012 levels, with all other variables held constant.  A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by $6.5 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt by $13.2 million. These amounts were determined by considering the impact of hypothetical interest rates changes on our borrowing costs, and, assuming no other changes in our capital structure.
As the information presented above includes only those exposures that existed as of June 30, 2012, it does not consider exposures or positions arising after that date. The information represented 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.

Item 4. Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that the disclosure controls and procedures are effective.

No change occurred in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


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PART II

Item 1. Legal Proceedings

We are not a party to, and none of our property is subject to, any material pending legal proceedings.

Item 1A. Risk Factors

There have been no material changes from the risk factors set forth in our December 31, 2011 Annual Report on Form 10-K filed with the SEC on February 29, 2012, except for the item described below.

Distributions paid from sources other than our cash flow from operations, particularly from proceeds of this offering, will result in us having fewer funds available for the acquisition of properties and other real estate-related investments and may dilute your interests in us, which may adversely affect our ability to fund future distributions with cash flow from operations and may adversely affect your overall return.

We began to pay distributions in October 2011. For the six months ended June 30, 2012, our cash flows used in operations of $(0.7) million was a shortfall of $10.1 million, or 100%, to our distributions paid of $9.4 million during such period, and such shortfall was paid from proceeds from financings and common stock issued under the DRIP. Additionally, we may in the future pay distributions from sources other than from our cash flow from operations.

Until we acquire additional properties or other real estate-related investments, we may not generate sufficient cash flow from operations to pay distributions. Our inability to acquire additional properties or other real estate-related investments may result in a lower return on your investment than you expect. If we have not generated sufficient cash flow from our operations and other sources, such as from borrowings, the sale of additional securities, advances from our advisor, and/or our advisor’s deferral, suspension and/or waiver of its fees and expense reimbursements, to fund distributions, we may use the proceeds from this offering. Moreover, our board of directors may change our distribution policy, in its sole discretion, at any time. Distributions made from offering proceeds are a return of capital to stockholders, from which we will have already paid offering expenses in connection with this offering. We have not established any limit on the amount of proceeds from this offering that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would: (1) cause us to be unable to pay our debts as they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences, if any; or (3) jeopardize our ability to qualify as a REIT.

If we fund distributions from the proceeds of this offering, we will have less funds available for acquiring properties or other real estate-related investments. As a result, the return you realize on your investment may be reduced. Funding distributions from borrowings could restrict the amount we can borrow for investments, which may affect our profitability. Funding distributions with the sale of assets or the proceeds of this offering may affect our ability to generate cash flows. Funding distributions from the sale of additional securities could dilute your interest in us if we sell shares of our common stock or securities convertible or exercisable into shares of our common stock to third party investors. Payment of distributions from the mentioned sources could restrict our ability to generate sufficient cash flow from operations, affect our profitability and/or affect the distributions payable to you upon a liquidity event, any or all of which may have an adverse effect on your investment.

Item 2. Unregistered Sales of Equity Securities

We did not sell any equity securities that were not registered under the Securities Act during the six months ended June 30, 2012.

On March 31, 2011, our Registration Statement covering a public offering of up to 150.0 million shares of common stock for up to $10.00 per share, for an aggregate offering price of up to $1.5 billion, was declared effective under the Securities Act. The offering commenced on March 31, 2011 and is ongoing. Shares are offered in our public offering initially at a price of $10.00 per share. Shares are offered pursuant to our DRIP initially at a price of $9.50 per share.

As of June 30, 2012, we had outstanding 91.7 million common shares, including unvested restricted shares and shares issued pursuant to the DRIP. Total gross proceeds from these issuances were $910.6 million. As of June 30, 2012, the aggregate value of all common share issuances, excluding unvested restricted stock, was $916.3 million, based on a per share value of $10.00 (or $9.50 for shares issued under the DRIP).


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The following table reflects the offering costs associated with the issuance of common stock for the six months ended June 30, 2012 (in thousands):
Dealer manager fees
 
$
79,791

Other offering costs
 
16,392

Total offering costs
 
$
96,183


The Dealer Manager reallowed the selling commissions and a portion of the dealer manager fees to participating broker-dealers. The following table details the selling commissions paid and reallowed during the six months ended June 30, 2012 (in thousands):
Total commission paid to Dealer Manager
 
$
79,791

Less:
 
 
Commissions to participating broker dealers
 
(51,681
)
Reallowance to participating broker dealers
 
(8,039
)
Net to affiliated Dealer Manager (1)
 
$
20,071

________________________
(1) The Dealer Manager is responsible for commission payments due to their employees as well as its general overhead and various selling related expenses.

The Advisor elected to cap cumulative offering costs incurred by us, net of unpaid amounts, to 15% of gross common stock proceeds during the offering period. As of June 30, 2012, cumulative offering costs were $112.1 million. As of June 30, 2012, cumulative offering costs, net of unpaid amounts, were less than the 15% threshold. Offering proceeds of $910.6 million exceeded cumulative offering costs by $798.5 million at June 30, 2012.

Cumulative offering costs incurred included $24.6 million from our Advisor and Dealer Manager of other offering costs and reimbursements, excluding commissions and dealer manager fees. The Company is responsible for offering and related costs from the ongoing offering, excluding commissions and dealer manager fees, up to a maximum of 1.5% of gross proceeds received from its ongoing offering of common stock as measured at the end of the offering. Offering costs in excess of the 1.5% cap as of the end of the offering are the Advisor's responsibility.

We expect to use substantially all of the net proceeds from our IPO to primarily acquire a diversified portfolio of commercial properties, comprised primarily of free-standing single-tenant properties that are net leased to investment grade and other creditworthy tenants. We may also originate or acquire first mortgage loans secured by real estate. As of June 30, 2012, we have used the net proceeds from our IPO and secured mortgage financings to purchase 181 properties with an aggregate purchase price of $517.7 million.

During the six months ended, we received four requests to repurchase an aggregate of 21,567 shares of our common stock pursuant to our share repurchase plan. As of June 30, 2012, we funded the repurchase requests of 9,067 shares at an average price per share of $10.00. As of June 30, 2012, we approved the repurchase request of 12,500 shares, at an average price per share of $10.00. We fund share repurchases from proceeds from common our offering. As of the date of this filing, we are not aware of any other repurchase requests.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.


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Item 6. Exhibits

The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this quarterly report.


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SIGNATURES

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.
 
AMERICAN REALTY CAPITAL TRUST III, INC.
 
By:
/s/ Nicholas S. Schorsch
 
 
Nicholas S. Schorsch
 
 
Chief Executive Officer, Chairman of the Board of Directors
(Principal Executive Officer)
 
 
 
 
By:
/s/ Brian S. Block
 
 
Brian S. Block
 
 
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)

Date: August 10, 2012


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EXHIBITS INDEX

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the six months ended June 30, 2012 (and are numbered in accordance with Item 601 of Regulation S-K):

Exhibit No.
 
Description
3.1 (1)
 
Articles of Amendment and Restatement of the Company.
10.2 *
 
Amended and Restated Advisory Agreement, by and among American Realty Capital Trust III, Inc., American Realty Capital Operating Partnership III, L.P. and American Realty Capital Advisors III, LLC
10.3 *
 
Credit Agreement, dated as of July 20, 2012, among American Realty Capital Operating Partnership III, L.P., American Realty Capital Trust III, Inc., RBS Citizens, N.A., the lenders party thereto and Regions Bank.
31.1  *
 
Certification required by Rule 13a-14(a) or Rule 15d-14(a)
31.2  *
 
Certification required by Rule 13a-14(a) or Rule 15d-14(a)
32 *
 
Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. 1350)
101 *
 
XBRL (eXtensible Business Reporting Language). The following materials from American Realty Capital Trust III, Inc.'s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2012, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
___________________
*
Filed herewith.
(1) 
Filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on July 3, 2012.




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