þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland | 20-0939158 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
2555 East Camelback Road, Suite 400 | ||
Phoenix, Arizona, 85016 | (602) 778-8700 | |
(Address of principal executive offices; zip code) | (Registrants telephone number, including area code) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
Item 1. Financial Statements |
||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
7 | ||||||||
8 | ||||||||
14 | ||||||||
22 | ||||||||
22 | ||||||||
23 | ||||||||
23 | ||||||||
23 | ||||||||
23 | ||||||||
23 | ||||||||
23 | ||||||||
23 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
2
3
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
ASSETS |
||||||||
Investment in real estate assets: |
||||||||
Land |
$ | 54,233 | $ | 54,233 | ||||
Buildings and improvements, less accumulated depreciation of $22,072
and $20,255, respectively |
99,122 | 100,933 | ||||||
Acquired intangible lease assets, less accumulated amortization
of $12,056 and $11,094, respectively |
16,286 | 17,244 | ||||||
Total investment in real estate assets, net |
169,641 | 172,410 | ||||||
Cash and cash equivalents |
936 | 1,382 | ||||||
Restricted cash |
1,011 | 872 | ||||||
Rents and tenant receivables, less allowance for doubtful accounts
of $49 |
2,310 | 2,143 | ||||||
Prepaid expenses and other assets |
6 | 77 | ||||||
Deferred financing costs, less accumulated amortization of $1,171
and $962, respectively |
2,145 | 2,423 | ||||||
Total assets |
$ | 176,049 | $ | 179,307 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Notes payable |
$ | 118,225 | $ | 118,550 | ||||
Lines of credit with affiliate |
1,935 | 1,935 | ||||||
Accounts payable and accrued expenses |
671 | 804 | ||||||
Due to affiliates |
48 | 54 | ||||||
Acquired below market lease intangibles, less accumulated amortization
of $1,307 and $1,208, respectively |
890 | 989 | ||||||
Distributions payable |
415 | 429 | ||||||
Deferred rent |
288 | 660 | ||||||
Total liabilities |
122,472 | 123,421 | ||||||
Commitments and contingencies |
||||||||
STOCKHOLDERS EQUITY: |
||||||||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none
issued and outstanding |
| | ||||||
Common stock, $0.01 par value; 90,000,000 shares authorized,
10,090,951 shares issued and outstanding |
101 | 101 | ||||||
Capital in excess of par value |
90,424 | 90,424 | ||||||
Accumulated distributions in excess of earnings |
(36,948 | ) | (34,639 | ) | ||||
Total stockholders equity |
53,577 | 55,886 | ||||||
Total liabilities and stockholders equity |
$ | 176,049 | $ | 179,307 | ||||
4
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues: |
||||||||||||||||
Rental and other property income |
$ | 3,904 | $ | 3,941 | $ | 7,805 | $ | 7,887 | ||||||||
Tenant reimbursement income |
98 | 94 | 183 | 192 | ||||||||||||
Total revenue |
4,002 | 4,035 | 7,988 | 8,079 | ||||||||||||
Expenses: |
||||||||||||||||
General and administrative expenses |
130 | 150 | 303 | 297 | ||||||||||||
Property operating expenses |
162 | 139 | 333 | 264 | ||||||||||||
Property management expenses |
118 | 119 | 234 | 247 | ||||||||||||
Depreciation |
908 | 921 | 1,817 | 1,842 | ||||||||||||
Amortization |
451 | 451 | 901 | 901 | ||||||||||||
Total operating expenses |
1,769 | 1,780 | 3,588 | 3,551 | ||||||||||||
Operating income |
2,233 | 2,255 | 4,400 | 4,528 | ||||||||||||
Other expense: |
||||||||||||||||
Interest expense, net |
(2,117 | ) | (2,173 | ) | (4,207 | ) | (4,025 | ) | ||||||||
Loss on early extinguishment of debt |
| (254 | ) | | (259 | ) | ||||||||||
Total other expense |
(2,117 | ) | (2,427 | ) | (4,207 | ) | (4,284 | ) | ||||||||
Net income (loss) |
$ | 116 | $ | (172 | ) | $ | 193 | $ | 244 | |||||||
Weighted average number of common shares
outstanding: |
||||||||||||||||
Basic and diluted |
10,090,951 | 10,090,951 | 10,090,951 | 10,090,951 | ||||||||||||
Net income (loss) per common share: |
||||||||||||||||
Basic and diluted |
$ | 0.01 | $ | (0.02 | ) | $ | 0.02 | $ | 0.02 | |||||||
Distributions declared per common share: |
$ | 0.12 | $ | 0.12 | $ | 0.25 | $ | 0.28 | ||||||||
5
Accumulated | ||||||||||||||||||||
Common Stock | Capital in | Distributions | Total | |||||||||||||||||
Number of | Excess | in Excess of | Stockholders | |||||||||||||||||
Shares | Par Value | of Par Value | Earnings | Equity | ||||||||||||||||
Balance, January 1, 2011 |
10,090,951 | $ | 101 | $ | 90,424 | $ | (34,639 | ) | $ | 55,886 | ||||||||||
Distributions |
| | | (2,502 | ) | (2,502 | ) | |||||||||||||
Net income |
| | | 193 | 193 | |||||||||||||||
Balance, June 30, 2011 |
10,090,951 | $ | 101 | $ | 90,424 | $ | (36,948 | ) | $ | 53,577 | ||||||||||
6
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 193 | $ | 244 | ||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||
Depreciation |
1,817 | 1,842 | ||||||
Amortization of intangible lease assets and below market lease
intangibles, net |
863 | 860 | ||||||
Amortization of deferred financing costs |
278 | 199 | ||||||
Loss on early extinguishment of debt |
| 259 | ||||||
Changes in assets and liabilities: |
||||||||
Rents and tenant receivables |
(167 | ) | 157 | |||||
Prepaid expenses and other assets |
71 | 58 | ||||||
Accounts payable and accrued expenses |
(133 | ) | (198 | ) | ||||
Deferred rent |
(372 | ) | (354 | ) | ||||
Due to affiliates |
(6 | ) | 7 | |||||
Net cash provided by operating activities |
2,544 | 3,074 | ||||||
Cash flows from investing activities: |
||||||||
Additions to real estate and related assets |
(10 | ) | | |||||
Change in restricted cash |
(139 | ) | (407 | ) | ||||
Net cash used in investing activities |
(149 | ) | (407 | ) | ||||
Cash flows from financing activities: |
||||||||
Distributions to investors |
(2,516 | ) | (3,038 | ) | ||||
Proceeds from notes payable |
| 51,625 | ||||||
Repayment of notes payable and line of credit |
(325 | ) | (51,505 | ) | ||||
Proceeds from line of credit with affiliates |
| 1,935 | ||||||
Payment of loan deposits |
| (433 | ) | |||||
Refund of loan deposits |
| 433 | ||||||
Deferred financing costs paid |
| (2,170 | ) | |||||
Payment of costs related to the early extinguishment of debt |
| (212 | ) | |||||
Net cash used in financing activities |
(2,841 | ) | (3,365 | ) | ||||
Net decrease in cash and cash equivalents |
(446 | ) | (698 | ) | ||||
Cash and cash equivalents, beginning of period |
1,382 | 1,907 | ||||||
Cash and cash equivalents, end of period |
$ | 936 | $ | 1,209 | ||||
Supplemental Disclosures of Non-Cash Investing and Financing Activites: |
||||||||
Distributions declared and unpaid |
$ | 415 | $ | 415 | ||||
Supplemental Cash Flow Disclosures: |
||||||||
Interest paid |
$ | 3,945 | $ | 3,798 | ||||
7
8
9
10
11
12
13
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
14
15
16
17
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
NET INCOME (LOSS) |
$ | 116 | $ | (172 | ) | $ | 193 | $ | 244 | |||||||
Depreciation of real estate assets |
908 | 921 | 1,817 | 1,842 | ||||||||||||
Amortization of lease related costs |
451 | 451 | 901 | 901 | ||||||||||||
Funds and modified funds from
operations (FFO and MFFO) |
$ | 1,475 | $ | 1,200 | $ | 2,911 | $ | 2,987 | ||||||||
| In order to recognize revenues on a straight-line basis over the terms of the respective leases, we recognized additional revenue by straight-lining rental revenue of $51,000 and $85,000 during the three and six months ended June 30, 2011, respectively, and $34,000 and $82,000 during the three and six months ended June 30, 2010, respectively | ||
| Amortization of deferred financing costs totaled $139,000 and $278,000 during the three and six months ended June 30, 2011, respectively, and $123,000 and $199,000 during the three and six months ended June 30, 2010, respectively. | ||
| Loss on the early extinguishment of debt totaled $254,000 and $259,000 during the three and six months ended June 30, 2010, respectively, each of which includes the write-off of $47,000 of unamortized deferred financing costs related to the refinanced mortgage notes payable during 2010. There were no losses on the early extinguishment of debt during the three and six months ended June 30, 2011. |
18
19
Payments due by period(1) | ||||||||||||||||||||
Less Than 1 | More Than 5 | |||||||||||||||||||
Total | Year | 1-3 Years | 4-5 Years | Years | ||||||||||||||||
Principal payments
notes payable |
$ | 118,225 | $ | 655 | $ | 53,631 | $ | 54,462 | $ | 9,477 | ||||||||||
Interest payments notes
payable |
43,910 | 7,884 | 22,793 | 3,636 | 9,597 | |||||||||||||||
Principal payments
lines of credit |
1,935 | 1,935 | | | | |||||||||||||||
Interest payments lines
of credit |
85 | 85 | | | | |||||||||||||||
Total |
$ | 164,155 | $ | 10,559 | $ | 76,424 | $ | 58,098 | $ | 19,074 | ||||||||||
(1) | The table does not include amounts due to our advisor or its affiliates pursuant to our advisory agreement because such amounts are not fixed and determinable. |
20
| Investment in and Valuation of Real Estate and Related Assets; | ||
| Allocation of Purchase Price of Real Estate and Related Assets; | ||
| Revenue Recognition; and | ||
| Income Taxes. |
21
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 4. | Controls and Procedures |
22
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Defaults Upon Senior Securities |
Item 4. | [Removed and Reserved] |
Item 5. | Other Information |
Item 6. | Exhibits |
23
Cole Credit Property Trust, Inc. (Registrant) |
||||
By: | /s/ Simon J. Misselbrook | |||
Simon J. Misselbrook | ||||
Vice President of Accounting
(Principal Accounting Officer) |
||||
24
Exhibit No. | Description | |
3.1
|
Articles of Incorporation (Incorporated by reference to Exhibit 2.1 of the Companys Form 10-SB (File No. 000-51962), filed on May 1, 2006). | |
3.2
|
Amended and Restated Bylaws (Incorporated by reference to Exhibit 2.2 to the Companys Form 10-SB (File No. 000-51962), filed on May 1, 2006). | |
31.1*
|
Certification of the Chief Executive Officer of the Company pursuant to Exchange Act Rule 13a-14 (a) or 15d-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2*
|
Certification of the Chief Financial Officer of the Company pursuant to Exchange Act Rule 13a-14 (a) or 15d-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1**
|
Certification of the Chief Executive Officer and Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS***
|
XBRL Instance Document. | |
101.SCH***
|
XBRL Taxonomy Extension Schema Document. | |
101.CAL***
|
XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF***
|
XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB***
|
XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE***
|
XBRL Taxonomy Extension Presentation Linkbase Document. |
* | Filed herewith. | |
** | In accordance with Item 601(b)(32) of Regulation S-K, this exhibit is not deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. | |
*** | XBRL (Extensible Business Reporting Language) information is deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 as amended, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections. |
25
1. | I have reviewed this Quarterly Report on Form 10-Q of Cole Credit Property Trust, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
Cole Credit Property Trust, Inc. |
||||
Date: August 11, 2011 | By: | /s/ Christopher H. Cole | ||
Name: | Christopher H. Cole | |||
Title: | Chief Executive Officer and President (Principal Executive Officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of Cole Credit Property Trust, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
Cole Credit Property Trust, Inc. |
||||
Date: August 11, 2011 | By: | /s/ D. Kirk McAllaster, Jr. | ||
Name: | D. Kirk McAllaster, Jr. | |||
Title: | Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) |
Cole Credit Property Trust, Inc. |
||||
By: | /s/ Christopher H. Cole | |||
Name: | Christopher H. Cole | |||
Title: | Chief Executive Officer and President (Principal Executive Officer) |
|||
Date: August 11, 2011 | By: | /s/ D. Kirk McAllaster, Jr. | ||
Name: | D. Kirk McAllaster, Jr. | |||
Title: | Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer) |
Condensed Consolidated Unaudited Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data |
Jun. 30, 2011
|
Dec. 31, 2010
|
---|---|---|
Investment in real estate assets: | Â | Â |
Accumulated depreciation on buildings and improvements | $ 22,072 | $ 20,255 |
Accumulated amortization on acquired intangible lease assets | 12,056 | 11,094 |
Allowance for doubtful rents and tenant receivables | 49 | 49 |
Accumulated amortization on deferred financing costs | 1,171 | 962 |
LIABILITIES AND STOCKHOLDERS' EQUITY | Â | Â |
Accumulated amortization on acquired below market lease intangibles | $ 1,307 | $ 1,208 |
STOCKHOLDERS' EQUITY: | Â | Â |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 10,090,951 | 10,090,951 |
Common stock, shares outstanding | 10,090,951 | 10,090,951 |
Condensed Consolidated Unaudited Statements of Operations (USD $)
In Thousands, except Share data |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Revenues: | Â | Â | Â | Â |
Rental and other property income | $ 3,904 | $ 3,941 | $ 7,805 | $ 7,887 |
Tenant reimbursement income | 98 | 94 | 183 | 192 |
Total revenue | 4,002 | 4,035 | 7,988 | 8,079 |
Expenses: | Â | Â | Â | Â |
General and administrative expenses | 130 | 150 | 303 | 297 |
Property operating expenses | 162 | 139 | 333 | 264 |
Property management expenses | 118 | 119 | 234 | 247 |
Depreciation | 908 | 921 | 1,817 | 1,842 |
Amortization | 451 | 451 | 901 | 901 |
Total operating expenses | 1,769 | 1,780 | 3,588 | 3,551 |
Operating income | 2,233 | 2,255 | 4,400 | 4,528 |
Other expense: | Â | Â | Â | Â |
Interest expense, net | (2,117) | (2,173) | (4,207) | (4,025) |
Loss on early extinguishment of debt | Â | (254) | Â | (259) |
Total other expense | (2,117) | (2,427) | (4,207) | (4,284) |
Net income (loss) | $ 116 | $ (172) | $ 193 | $ 244 |
Weighted average number of common shares outstanding: | Â | Â | Â | Â |
Basic and diluted | 10,090,951 | 10,090,951 | 10,090,951 | 10,090,951 |
Net income (loss) per common share: | Â | Â | Â | Â |
Basic and diluted | $ 0.01 | $ (0.02) | $ 0.02 | $ 0.02 |
Distributions declared per common share: | $ 0.12 | $ 0.12 | $ 0.25 | $ 0.28 |
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Document and Entity Information
|
6 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Aug. 11, 2011
|
|
Document and Entity Information [Abstract] | Â | Â |
Entity Registrant Name | Cole Credit Property Trust Inc | Â |
Entity Central Index Key | 0001289272 | Â |
Document Type | 10-Q | Â |
Document Period End Date | Jun. 30, 2011 | |
Amendment Flag | false | Â |
Document Fiscal Year Focus | 2011 | Â |
Document Fiscal Period Focus | Q2 | Â |
Current Fiscal Year End Date | --12-31 | Â |
Entity Well-known Seasoned Issuer | No | Â |
Entity Voluntary Filers | No | Â |
Entity Current Reporting Status | Yes | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Common Stock, Shares Outstanding | Â | 10,090,951 |
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Related-Party Transactions and Arrangements
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Related-Party Transactions and Arrangements [Abstract] | Â |
RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS |
NOTE 6 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS
Certain affiliates of the Company received fees and compensation in connection with the
Company’s private placement of shares of its common stock. Certain affiliates of the Company have
received, and may continue to receive, fees and compensation in connection with the acquisition,
financing and management of the assets of the Company. Other various transactions may result in
the receipt of commissions, fees and other compensation by Cole Advisors and its affiliates,
including disposition fees, subordinated participation in net sale proceeds and subordinated
performance fees.
If Cole Advisors provides substantial services, as determined by the Company, in connection
with the origination or refinancing of any debt financing obtained by the Company that is used to
acquire properties or to make other permitted investments, or that is assumed, directly or
indirectly, in connection with the acquisition of properties, the Company will pay Cole Advisors a
financing coordination fee equal to 1% of the amount available under such financing; provided,
however, that Cole Advisors shall not be entitled to a financing coordination fee in connection
with the refinancing of any loan secured by any particular property that was previously subject to
a refinancing in which Cole Advisors received such a fee. Financing coordination fees payable on
loan proceeds from permanent financing will be paid to Cole Advisors as the Company acquires such
permanent financing. However, no fees will be paid on loan proceeds from any line of credit until
such time as all net offering proceeds have been invested by the Company. No such fees were
incurred by the Company during the three and six months ended June 30, 2011. During the three and
six months ended June 30, 2010, the Company incurred $516,000 for such financing coordination fees.
The Company paid, and expects to continue to pay, Cole Realty Advisors, Inc. (“Cole Realty”),
its affiliated property manager, fees for the management and leasing of the Company’s properties.
Property management fees are equal to 3% of gross revenues, and leasing fees are at prevailing
market rates, not to exceed the greater of $4.50 per square foot or 7.5% of the total lease
obligation. During the three months ended June 30, 2011 and 2010, the Company incurred $118,000
and $119,000 for property management fees, respectively. During the six months ended June 30, 2011
and 2010, the Company incurred $234,000 and $247,000 for property management fees, respectively.
As of June 30, 2011 and December 31, 2010, $39,000 and $45,000, respectively, of such costs had
been incurred but not paid by the Company, and are included in due to affiliates on the condensed
consolidated unaudited balance sheets.
Cole Realty, or its affiliates, also receives acquisition and advisory fees of up to 3% of the
contract purchase price of each property. No such fees were incurred by the Company during the
three and six months ended June 30, 2011 and 2010.
The Company is obligated to pay Cole Advisors an annualized asset management fee of up to
0.25% of the aggregate asset value of the Company’s assets. Pursuant to a waiver of the fee by
Cole Advisors, no asset management fees were incurred by the Company during the three and six
months ended June 30, 2011 and 2010. The Company is not obligated to pay any amounts for such
periods. However, Cole Advisors may elect to charge asset management fees in future periods up to
the 0.25% fee.
If Cole Advisors, or its affiliates, provides a substantial amount of services, as determined
by the Company, in connection with the sale of one or more properties, the Company will pay Cole
Advisors an amount equal to 3% of the contract price of each asset sold. In no event will the
combined disposition fee paid to Cole Advisors, its affiliates and unaffiliated third parties
exceed the reasonable, customary and competitive amount for such services. In addition, after
investors have received a return of their net capital contributions and a 7.5% annual cumulative,
non-compounded return, then Cole Advisors is entitled to receive 20% of the remaining net sale
proceeds. No such fees were incurred by the Company during the three and six months ended June 30,
2011 and 2010 relating to the sale of properties.
In the event the Company’s common stock is listed in the future on a national securities
exchange, a subordinated incentive listing fee equal to 20% of the amount by which the market value
of the Company’s outstanding stock plus all distributions paid by the Company prior to listing
exceeds the sum of the total amount of capital raised from investors and the amount of cash flow
necessary to generate a 7.5% annual cumulative, non-compounded return to investors, will be paid to
Cole Advisors.
The Company may reimburse Cole Advisors for expenses it incurs in connection with its
provision of administrative services, including related personnel costs. The Company does not
reimburse for personnel costs in connection with services for which Cole Advisors receives
acquisition fees or disposition fees. No such costs were incurred by the Company during the three
and six months ended June 30, 2011 and 2010.
During the year ended December 31, 2010, the Company entered into two revolving line of credit
agreements that provide for an aggregate of $2.9 million of available borrowings from Series C, LLC
(“Series C”), which is an affiliate of Cole Advisors, on which the Company borrowed $1.9 million
under one of the revolving lines of credit. No financing coordination fee was paid, or will be
paid, to Cole Advisors or its affiliates in connection with these revolving lines of credit. The
line of credit agreements bear a fixed interest rate of 5.75% and mature in March 2012. During the
three months ended June 30, 2011 and 2010, the Company incurred $28,000 of interest expense related
to the aforementioned lines of credit. During the six months ended June 30, 2011 and 2010, the
Company incurred $56,000 and $28,000 of interest expense related to the aforementioned lines of
credit, respectively. As of June 30, 2011 and December 31, 2010, $9,000 of such expense had been
incurred but not paid by the Company, and is included in due to affiliates on the condensed
consolidated unaudited balance sheets.
|
Summary of Significant Accounting Policies
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Summary of Significant Accounting Policies [Abstract] | Â |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The condensed consolidated unaudited financial statements of the Company have been prepared in
accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and
Article 8 of Regulation S-X, and do not include all of the information and footnotes required by
GAAP for complete financial statements. In the opinion of management, the statements for the
interim periods presented include all adjustments, which are of a normal and recurring nature,
necessary to present a fair presentation of the results for such periods. Results for these
interim periods are not necessarily indicative of full year results. The information included in
this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited
consolidated financial statements as of and for the year ended December 31, 2010 and related notes
thereto set forth in the Company’s Annual Report on Form 10-K.
The accompanying condensed consolidated unaudited financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have
been eliminated in consolidation.
Valuation of Real Estate and Related Assets
The Company continually monitors events and changes in circumstances that could indicate that
the carrying amounts of its real estate and related intangible assets may not be recoverable.
Impairment indicators that the Company considers include, but are not limited to, bankruptcy or
other credit concerns of a property’s major tenant, such as a history of late payments, rental
concessions and other factors, a significant decrease in a property’s revenues due to lease
terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When
indicators of potential impairment are present, the Company assesses the recoverability of the
assets by determining whether the carrying value of the assets will be recovered through the
undiscounted future operating cash flows expected from the use of the assets and their eventual
disposition. In the event that such expected undiscounted future cash flows do not exceed the
carrying value, the Company will adjust the real estate and related intangible assets to their fair
value and recognize an impairment loss.
The Company continues to monitor one property with a book value of $4.1 million for which it
has identified impairment indicators. For this property, the undiscounted future operating cash
flows expected from the use of this property and its eventual disposition exceeded its carrying
value as of June 30, 2011. Should the conditions related to this property, or any of our other properties
change, the underlying assumptions used to determine the expected undiscounted future operating
cash flows may change and adversely affect the recoverability of the carrying value related to such
property. No impairment losses were recorded during the three and six months ended June 30, 2011
and 2010.
Projections of expected future cash flows require the Company to use estimates such as future
market rental income rates subsequent to the expiration of current lease agreements, property
operating expenses, terminal capitalization and discount rates, the number of months it takes to
re-lease the property, required tenant improvements and the number of years the property is held
for investment. The use of alternative assumptions in the future cash flow analysis could result
in a different assessment of the property’s future cash flow and a different conclusion regarding
the existence of an impairment, the extent of such loss, if any, as well as the fair value of the
Company’s real estate and related assets.
When a real estate asset is identified as held for sale, the Company will cease depreciation
of the asset and estimate the sales price, net of selling costs. If, in the Company’s opinion, the
net sales price of the asset is less than the carrying value of the asset, an adjustment to the
carrying value would be recorded to reflect the estimated fair value of the property, net of
selling costs.
Restricted Cash
Included in restricted cash as of June 30, 2011, was $819,000 held by lenders in escrow
accounts primarily for tenant and capital improvements, leasing commissions and repairs and
maintenance for certain properties, in accordance with the respective lender’s loan agreement. In
addition, as of June 30, 2011, the Company had $192,000 in restricted cash held by lenders in a
lockbox account. As part of certain debt agreements discussed in Note 4, rents from the encumbered
properties are deposited directly into a lockbox account, from which the monthly debt service
payment is disbursed to the lender and the excess funds are disbursed to the Company.
Redemptions of Common Stock
In accordance with the Company’s share redemption program, the purchase price paid for
redeemed shares will equal the lesser of (1) the price actually paid for those shares or (2) either
(i) $8.50 per share or (ii) 90.0% of the net asset value per share as determined by the Company’s
board of directors. Therefore, the share redemption price would be $6.89 per share based on the
most recently disclosed estimated value of $7.65 per share as determined by the Company’s board of
directors, effective January 1, 2011. However, the Company’s share redemption program provides
that the Company’s board of directors must determine at the beginning of each fiscal year the
maximum amount of shares that the Company may redeem during that year. The Company’s board of
directors determined that no amounts were to be made available for redemption during the year
ending December 31, 2011.
|
New Accounting Pronouncement
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
New Accounting Pronouncement [Abstract] | Â |
NEW ACCOUNTING PRONOUNCEMENT |
NOTE 8 — NEW ACCOUNTING PRONOUNCEMENT
In December 2010, FASB issued Accounting Standards Update (“ASU”) 2010-29, Disclosure of
Supplementary Pro Forma Information for Business Combinations, (“ASU 2010-29”), which clarifies the
manner in which pro forma disclosures are calculated and provides additional disclosure
requirements regarding material nonrecurring adjustments recorded as a result of a business
combination. ASU 2010-29 was effective for the Company beginning on January 1, 2011. The adoption
of ASU 2010-29 has not had a material impact on the Company’s consolidated financial statements.
In May 2011, FASB issued ASU 2011-04, Fair Value Measurements and Disclosures (Topic 820):
Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and
IFRS, (“ASU 2011-04”), which converges guidance between GAAP and International Financial Reporting
Standards (“IFRS”) on how to measure fair value and on what disclosures to provide about fair value
measurements. ASU 2011-04 will become effective for the Company on January 1, 2012. The adoption of ASU
2011-04 is not expected to have a material impact on the Company’s consolidated financial
statements.
|
Economic Dependency
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Economic Dependency [Abstract] | Â |
ECONOMIC DEPENDENCY |
NOTE 7 — ECONOMIC DEPENDENCY
Under various agreements, the Company has engaged or will engage Cole Advisors and its
affiliates to provide certain services that are essential to the Company, including asset
management services, supervision of the management and leasing of properties owned by the Company,
asset acquisition and disposition decisions, the sale of shares of the Company’s common stock
available for 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 Cole Advisors and its affiliates. In the event that these companies are unable to
provide the Company with these services, the Company would be required to find alternative
providers of these services.
|
Fair Value Measurements
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Fair Value Measurements [Abstract] | Â |
FAIR VALUE MEASUREMENTS |
NOTE 3 — FAIR VALUE MEASUREMENTS
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820,
Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework
for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820
emphasizes that fair value is intended to be a market-based measurement, as opposed to a
transaction-specific measurement.
The following describes the methods the Company uses to estimate the fair value of the
Company’s financial assets and liabilities:
Cash and cash equivalents, restricted cash, rents and tenant receivables, prepaid expenses,
and accounts payable and accrued expenses — The Company considers the carrying values of these
financial instruments to approximate fair value because of the short period of time between
origination of the instruments and their expected realization.
Notes payable and lines of credit — The fair value is estimated using a discounted cash flow
technique based on estimated borrowing rates available to the Company as of June 30, 2011 and
December 31, 2010. The estimated fair value of the notes payable and lines of credit with
affiliate was $119.7 million and $1.9 million, respectively, as of June 30, 2011, as compared to
the carrying value of $118.2 million and $1.9 million, respectively. The estimated fair value of
the notes payable and line of credit with affiliate was $118.2 million and $1.9 million,
respectively, as of December 31, 2010, as compared to the carrying value of $118.6 million and $1.9
million, respectively.
Considerable judgment is necessary to develop estimated fair values of certain financial
instruments. Accordingly, the estimates presented herein are not necessarily indicative of the
amounts the Company could realize on disposition of the financial instruments.
|
Notes Payable and Lines of Credit
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Notes Payable and Lines of Credit [Abstract] | Â |
NOTES PAYABLE AND LINES OF CREDIT |
NOTE 4 — NOTES PAYABLE AND LINES OF CREDIT
As of June 30, 2011, the Company had $120.2 million outstanding in mortgage notes payable and
lines of credit borrowings, with fixed interest rates ranging from 5.27% to 8.68% and a weighted
average interest rate of 6.61%, which mature on various dates from March 2012 through June 2031,
with a weighted average remaining term of 5.2 years. Each of the mortgage notes payable and lines
of credit are secured by the respective properties and their related leases on which the debt was
placed. The mortgage notes and lines of credit are generally non-recourse to the Company and Cole
OP I, but both are liable for customary non-recourse carve-outs. The mortgage notes and lines of
credit are collateralized by all of the Company’s real estate assets. The mortgage notes payable
and lines of credit contain customary default provisions and may generally be prepaid subject to
meeting certain requirements and payment of a prepayment premium as specified in the respective
loan or line of credit agreement. Generally, upon the occurrence of an event of default, interest
on the mortgage notes will accrue at an annual default interest rate equal to the lesser of (a) the
maximum rate permitted by applicable law, or (b) the then-current interest rate plus a percentage
specified in the respective loan agreement. Certain mortgage notes payable contain customary
affirmative, negative and financial covenants, including requirements for minimum net worth and
debt service coverage ratios, in addition to limits on leverage ratios and variable rate debt.
Based on the Company’s analysis and review of its results of operations and financial condition, as of June 30,
2011, the Company believes it was in compliance with the covenants of such mortgage notes payable.
During the three months ended June 30, 2011, the Company elected to extend the maturity date
of one mortgage note totaling $7.8 million from June 2011 to June 2031, in accordance with the
hyper-amortization provisions of the mortgage note. During the extended maturity period, the
lender will apply 100% of the rents collected from the property collateralizing the note to the
following items in the order indicated: (1) payment of accrued interest at the original fixed
interest rate of 6.68%, (2) all payments for escrow or reserve accounts, (3) any operating expenses
of the property pursuant to an approved annual budget and (4) any extraordinary operating or
capital expenses. The balance of the rents collected will be applied to the following items in
such order as the lender may determine: (1) any other amounts due in accordance with the loan
document, (2) the reduction of the principal balance of the mortgage note, and (3) interest accrued
at the “Revised Interest Rate” but not previously paid. As used herein, the Revised Interest Rate
means an interest rate equal to the greater of (A) the initial fixed interest rate as stated in the
loan agreement plus 2.0% per annum or (B) the then current Treasury Constant Maturity Yield Index
plus 2.0% per annum. The Revised Interest Rate on the mortgage note during the extended maturity
period is 8.68%.
|
Commitments and Contingencies
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Commitments and Contingencies [Abstract] | Â |
COMMITMENTS AND CONTINGENCIES |
NOTE 5 — COMMITMENTS AND CONTINGENCIES
Litigation
In the ordinary course of business, the Company may become subject to litigation or claims.
The Company is not aware of any pending legal proceedings of which the outcome is reasonably likely
to have a material effect on its results of operations or financial condition.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may be potentially
liable for costs and damages related to environmental matters. The Company carries environmental
liability insurance on its properties which provides limited coverage for remediation liability and
pollution liability for third-party bodily injury and property damage claims. The Company has not
been notified by any governmental authority of any non-compliance, liability or other claim, and
the Company is not aware of any other environmental condition that it believes will have a material
effect on its results of operations or financial condition.
|
Condensed Consolidated Unaudited Statements of Stockholders' Equity (USD $)
In Thousands, except Share data |
Total
|
Common Stock
|
Capital in Excess of Par Value
|
Accumulated Distributions in Excess of Earnings
|
---|---|---|---|---|
Beginning balance at Dec. 31, 2010 | $ 55,886 | $ 101 | $ 90,424 | $ (34,639) |
Beginning balance, shares at Dec. 31, 2010 | Â | 10,090,951 | Â | Â |
Distributions | (2,502) | Â | Â | (2,502) |
Net income | 193 | Â | Â | 193 |
Ending balance at Jun. 30, 2011 | $ 53,577 | $ 101 | $ 90,424 | $ (36,948) |
Ending balance, shares at Jun. 30, 2011 | Â | 10,090,951 | Â | Â |
Organization and Business
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Organization and Business [Abstract] | Â |
ORGANIZATION AND BUSINESS |
NOTE 1 — ORGANIZATION AND BUSINESS
Cole Credit Property Trust, Inc. (the “Company”) is a Maryland corporation that was formed on
March 29, 2004 that is organized and operates as a real estate investment trust (“REIT”) for
federal income tax purposes. Substantially all of the Company’s business is conducted through Cole
Operating Partnership I, LP (“Cole OP I”), a Delaware limited partnership. The Company is the sole
general partner of and owns a 99.99% partnership interest in Cole OP I. Cole REIT Advisors, LLC
(“Cole Advisors”), the affiliate advisor to the Company, is the sole limited partner and owner of
an insignificant noncontrolling partnership interest of less than 0.01% of Cole OP I.
As of June 30, 2011, the Company owned 42 properties comprising 1.0 million square feet of
single-tenant retail and commercial space located in 19 states. As of June 30, 2011, these
properties were 100% leased.
The Company’s stock is not currently listed on a national exchange. The Company may seek to
list its common stock for trading on a national securities exchange only if the board of directors
of the Company believes listing would be in the best interest of its stockholders. The Company does
not intend to list its shares at this time. The Company does not anticipate that there would be any
market for its common stock until its shares are listed on a national securities exchange. In the
event the Company does not obtain listing prior to February 1, 2016, its charter requires that it
either: (1) seek stockholder approval of an extension or amendment of this listing deadline; or (2)
seek stockholder approval to adopt a plan of liquidation.
|