424B3 1 ccitsupplementno10.htm SUPPLEMENT NO. 10 CCIT Supplement No. 10
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-166447

COLE CORPORATE INCOME TRUST, INC.
SUPPLEMENT NO. 10 DATED AUGUST 15, 2013
TO THE PROSPECTUS DATED MAY 1, 2013
This document supplements, and should be read in conjunction with, the prospectus of Cole Corporate Income Trust, Inc. dated May 1, 2013, Supplement No. 8 dated July 16, 2013, which superseded and replaced all previous supplements to the prospectus, and Supplement No. 9 dated August 1, 2013. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the prospectus.
The purpose of this supplement is to describe the following:
 
(1
)
the status of the offering of shares of Cole Corporate Income Trust, Inc.;
 
(2
)
recent real property investments;
 
(3
)
updates to our disclosure regarding potential liquidity opportunities;
 
(4
)
updates to the "Management" section of our prospectus;
 
(5
)
updates to our disclosure regarding potential self-administration;
 
(6
)
a “Management’s Discussion and Analysis of Financial Condition and Results of Operation” section substantially the same as that which was included in our Quarterly Report on Form 10-Q filed on August 12, 2013; and
 
(7
)
updated financial information regarding Cole Corporate Income Trust, Inc.
Status of Our Public Offering
The registration statement for our initial public offering of 300,000,000 shares of common stock was declared effective by the Securities and Exchange Commission on February 10, 2011. Of these shares, we are offering up to 250,000,000 shares in a primary offering and up to 50,000,000 shares pursuant to our distribution reinvestment plan. As of August 12, 2013, we had accepted investors’ subscriptions for, and issued, approximately 103.0 million shares of our common stock in the offering (including shares issued pursuant to our distribution reinvestment plan), resulting in gross proceeds to us of approximately $1.0 billion.
Our board of directors has approved closing our primary offering on September 30, 2013. Our general policy is to accept subscription agreements only if they are received in good order on or before the close of business on September 30, 2013 and the subscriptions are fully funded no later than the close of business on October 15, 2013. We intend to continue to sell shares of our common stock in the offering pursuant to our distribution reinvestment plan following the termination of our primary offering. The offering must be registered in every state in which we offer or sell shares. Generally, such registrations are for a period of one year. Thus, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. We reserve the right to terminate this offering at any time prior to the stated termination date.
Recent Real Property Investments
The following information supplements, and should be read in conjunction with, the section of our prospectus captioned "Prospectus Summary — Description of Real Estate Investments" beginning on page 11 of the prospectus.
Description of Real Estate Investments
We acquired two properties on July 31, 2013, which are listed below:
Property Description
 
Type
 
Number of Tenants
 
Tenant
 
Rentable Square Feet
 
Purchase Price
 
 
 
 
 
Amazon - Chesterfield, VA
 
Wholesale
 
1
 
Amazon.com.kydc, LLC
 
1,016,281

 
$
81,250,000

Amazon - Murfreesboro, TN
 
Wholesale
 
1
 
Amazon.com.dedc, LLC
 
1,016,281

 
69,050,000

 
 
 
 
 
 
 
 
2,032,562

 
$
150,300,000







The following information supplements, and should be read in conjunction with, the sections of our prospectus captioned Investment Objectives and Policies — Real Property Investments,” — Tenant Lease Expirations” and — Depreciable Tax Basis” beginning on page 104 of the prospectus.
Real Property Investments
 On July 31, 2013, we, through separate wholly-owned limited liability companies of ours and our operating partnership, acquired the properties listed below through the use of proceeds from our initial public offering and from available borrowings:
Property Description
 
Date Acquired
 
Year Built
 
Purchase Price (1)
 
Fees Paid to Sponsor (2)
 
Initial Yield (3)
 
Average Yield (4)
 
Physical Occupancy
Amazon - Chesterfield, VA
 
July 31, 2013
 
2012
 
$
81,250,000

 
$
1,625,000

 
5.83
%
 
6.44
%
 
100%
Amazon - Murfreesboro, TN
 
July 31, 2013
 
2012
 
69,050,000

 
1,381,000

 
6.08
%
 
6.76
%
 
100%
 
 
 
 
 
 
 
 
$
150,300,000

 
$
3,006,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Purchase price does not include acquisition related expenses.
(2)
Fees paid to sponsor are payments made to an affiliate of our advisor for acquisition fees in connection with the property acquisitions. For more detailed information on fees paid to our advisor or its affiliates, see the section captioned “Management Compensation” beginning on page 76 of the prospectus.
(3)
Initial yield is calculated as the current annualized rental income for the in-place lease or leases, as applicable, at the respective property divided by the property’s purchase price, exclusive of acquisition related expenses and acquisition fees paid to our advisor or its affiliates. In general, our properties are subject to long-term triple net or double net leases, and the future costs associated with the double net leases are unpredictable and may reduce the yield. We expect the majority of our properties will be subject to double net or triple net leases. Accordingly, our management believes that current annualized rental income is a more appropriate figure from which to calculate initial yield than net operating income.
(4)
Average yield is calculated as the average annual rental income, adjusted for rent concessions or abatements, if any, for the in-place lease or leases, as applicable, over the non-cancelable lease term at the respective property divided by the property’s purchase price, exclusive of acquisition related expenses and acquisition fees paid to our advisor or its affiliates. In general, our properties are subject to long-term triple net or double net leases, and the future costs associated with the double net leases are unpredictable and may reduce the yield. We expect the majority of our properties will be subject to double net or triple net leases. Accordingly, our management believes that average annual rental income is a more appropriate figure from which to calculate average yield than net operating income.

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The following table sets forth the principal provisions of the lease terms for the major tenants of the properties listed above:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective
 
 
 
 
 
 
 
 
Total
 
% of Total
 
 
 
Effective
 
Base
 
 
 
 
 
 
 
 
Square
 
Rentable
 
Renewal
 
Annual
 
Rent per
 
 
 
 
 
 
 
 
Feet
 
Square
 
Options
 
Base
 
Square
 
 
 
 
Property
 
Major Tenants (1)
 
Leased
 
Feet
 
(2)
 
Rent (3)
 
Foot (3)
 
Lease Term (4)
Amazon - Chesterfield, VA
 
Amazon.com.kydc, LLC
 
1,016,281

 
100%
 
4/5 yr.
 
$
4,732,894

 
$
4.66

(5
)
7/31/2013
9/30/2027
Amazon - Murfreesboro, TN
 
Amazon.com.dedc, LLC
 
1,016,281

 
100%
 
4/5 yr.
 
4,195,206

 
4.13

(5
)
7/31/2013
9/30/2027
 
 
 
 
 
 
 
 
 
 
(1)
 
Major tenants include those tenants that occupy greater than 10% of the rentable square feet of the respective property.
(2)
 
Represents the number of renewal options and the term of each option.
(3)
 
Effective annual base rent and effective base rent per square foot include adjustments for rent concessions or abatements, if any.
(4)
 
Represents the lease term beginning with the later of the purchase date or the rent commencement date through the end of the non-cancelable lease term, assuming no renewals are exercised. Pursuant to the lease, the tenant is required to pay substantially all operating expenses in addition to base rent.
(5)
 
The annual base rent under the lease increases every year by an average of 1.4% of the then-current annual base rent.
Tenant Lease Expirations
The following table sets forth the lease expirations for each of the properties listed above for each of the next ten years and thereafter, assuming no renewal options are exercised. For purposes of the table, the Total Annual Base Rent Expiring column represents annualized rental revenue, on a straight line basis, for each lease that expires during the respective year.
Year Ending December 31,
 
Number of Leases Expiring
 
Square Feet Expiring
 
Total Annual Base
Rent Expiring
 
% of Total Annual Base Rent
2013
 
 

 
$

 
%
2014
 
 

 

 
%
2015
 
 

 

 
%
2016
 
 

 

 
%
2017
 
 

 

 
%
2018
 
 

 

 
%
2019
 
 

 

 
%
2020
 
 

 

 
%
2021
 
 

 

 
%
2022
 
 

 

 
%
2023
 
 

 

 
%
Thereafter 
 
2
 
2,031,480

 
8,928,100

 
100
%
 
 
2
 
2,031,480

 
$
8,928,100

 
100
%

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Depreciable Tax Basis
For federal income tax purposes, the aggregate depreciable basis of the acquired properties described in this prospectus supplement is approximately $123.2 million. When we calculate depreciation expense for federal income tax purposes, we depreciate buildings and improvements over a 40-year recovery period, land improvements over a 20-year recovery period and furnishings and equipment over a 12-year recovery period using a straight-line method and a mid-month convention. The preliminary depreciable basis in these properties is estimated, as of August 12, 2013, as follows:
Wholly-owned Property
 
Depreciable Tax Basis
Amazon - Chesterfield, VA
 
$
66,625,000

Amazon - Murfreesboro, TN
 
56,621,000

 
 
$
123,246,000

We currently have no plan for any renovations, improvements or development of the properties listed above, and we believe all of our properties are adequately insured. We intend to obtain adequate insurance coverage for all future properties that we acquire.
Updates to Our Disclosure Regarding Potential Liquidity Opportunities
The following information supersedes and replaces the sections of our prospectus captioned “Prospectus Summary - Liquidity Opportunities” on page 19 of the prospectus and “Investment Objectives and Policies - Liquidity Opportunities” on page 91 of the prospectus, as previously supplemented.
Our board of directors has determined to begin, upon the closing of our primary offering, the investigation of potential strategies to provide our stockholders with liquidity. This process is expected to include gathering information, hiring financial advisors, and assessing potential strategic options. These options may include the sale of our company, the sale of all or substantially all of our assets, a merger or similar transaction, the listing of our shares of common stock for trading on a national securities exchange or an alternative strategy that would result in a significant increase in the opportunities for stockholders to dispose of their shares. We expect to engage in a strategy to provide our investors with liquidity at a time and in a method determined by our independent directors to be in the best interests of our stockholders. As we are unable to determine what macro- or micro- economic factors may affect the decisions our board of directors makes in the future with respect to any potential liquidity opportunity, we have not selected a fixed time period or determined criteria for any such decisions. As a result, while our board of directors will consider a variety of options to provide stockholders with liquidity throughout the life of this program, there is no requirement that we commence any such action on or before a specified date. Stockholder approval would be required for the sale of all or substantially all of our assets, or the sale or certain mergers of our company. In addition, we will submit any other proposed liquidity event or transaction to our stockholders for approval if the transaction involves (a) the internalization of our management functions through our acquisition of our advisor or an affiliate of our advisor or (b) the payment of consideration to our advisor or an affiliate of our advisor other than pursuant to the terms of the advisory or dealer manager agreements or where the advisor or its affiliate receives consideration in its capacity as a stockholder on the same terms as our other stockholders. Our board of directors has approved seeking stockholder approval to amend our charter to be consistent with the provisions described in the preceding sentence at our 2014 annual meeting of stockholders.
Management
The following information supplements, and should be read in conjunction with, the section of our prospectus captioned “Management - The Advisor” beginning on page 67 of the prospectus:
Jeffrey C. Holland has been elected President and Chief Operating Officer of our advisor. Marc T. Nemer continues to serve as Chief Executive Officer of our advisor. Mitchell A. Sabshon is no longer associated with our advisor.
Updates to Our Disclosure Regarding Potential Self-Administration
The following information supersedes and replaces the last paragraph of the section of our prospectus captioned “Management Compensation - Becoming Self-Administered” on page 83 of the prospectus.
We may become self-administered in the future in connection with a listing of our shares of common stock on an exchange or other liquidity event, if our board of directors determines that it would be in the best interests of our stockholders. Although there is no prerequisite that publicly-traded REITs be self-administered, we understand that most of the publicly-traded REITs are self-administered and that the market price for our shares may suffer in the event that we list our shares for trading and remain externally managed. Thus, our board of directors likely will not consider listing our shares on a national securities

4




exchange until it believes that our assets and income can support an internalized management and operating staff within the context of the returns that we are paying, or seek to pay, to our stockholders. If our board of directors reaches such determination, we will likely consider various methods for internalizing these functions. One method would be for us to acquire, or consider acquiring, our advisor through a business combination. At this time, we cannot be sure of the form or amount of consideration or other terms relating to such acquisition; however, we expect that we would not acquire our advisor if we could not retain key personnel of our advisor. Our advisor has informed us that it will not seek consideration in excess of an industry-average revenue multiple at the time of acquisition in connection with any acquisition of advisor assets and personnel by us. If we pursue a business combination with our advisor, our board of directors will have a fiduciary duty to act in our best interest, which will be adverse to the interests of our advisor. To fulfill its fiduciary duty, our board of directors will take various procedural and substantive actions which may include forming a committee comprised entirely of independent directors to evaluate the potential business combination, and granting the committee the authority to retain its own counsel and advisors to evaluate the potential business combination. In addition, we will submit any proposed business combination with our advisor to our stockholders for approval if the transaction involves (a) the internalization of our management functions through our acquisition of our advisor or an affiliate of our advisor or (b) the payment of consideration to our advisor or an affiliate of our advisor other than pursuant to the terms of the advisory or dealer manager agreements or where the advisor or its affiliate receives consideration in its capacity as a stockholder on the same terms as our other stockholders. Our board of directors has approved seeking stockholder approval to amend our charter to be consistent with the provisions described in the preceding sentence at our 2014 annual meeting of stockholders. For a description of some of the risks related to an internalization transaction, see “Risk Factors - Risks Related to an Investment in Cole Corporate Income Trust, Inc.”
Managements Discussion and Analysis of Financial Condition and Results of Operations
The prospectus is hereby supplemented with the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is substantially the same as that which was included in our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2013. Unless otherwise defined in this supplement, capitalized terms are defined in such Quarterly Report.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated unaudited financial statements, the notes thereto and the other unaudited financial data included in this prospectus supplement. The following discussion should also be read in conjunction with our audited consolidated financial statements and the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2012. The terms “we,” “us,” “our” and the “Company” refer to Cole Corporate Income Trust, Inc. and unless otherwise defined herein, capitalized terms used herein shall have the same meanings as set forth in our condensed consolidated unaudited financial statements and the notes thereto.
Forward-Looking Statements
Except for historical information, this section contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including discussion and analysis of our financial condition and our subsidiaries, our anticipated capital expenditures, amounts of anticipated cash distributions to our stockholders in the future and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on their knowledge and understanding of our business and industry. Words such as “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should” or comparable words, variations and similar expressions are intended to identify forward-looking statements. All statements not based on historical fact are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or implied in the forward-looking statements. A full discussion of our risk factors may be found under “Item 1A—Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012.
Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Investors are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of our Quarterly Report on Form 10-Q. We make no representation or warranty (express or implied) about the accuracy of any such forward looking statements contained in this prospectus supplement. Additionally, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Factors that could cause actual results to differ materially from any forward-looking statements made in this prospectus supplement include, among others, changes in general economic conditions, changes in real estate conditions, construction costs that may exceed estimates, construction delays, increases in interest rates, lease-up risks, rent relief, inability to obtain new tenants upon the expiration or termination of existing leases, inability to obtain financing or refinance existing debt and the potential need to fund tenant improvements or other capital expenditures out of operating cash flows. The forward-

5




looking statements should be read in light of the risk factors identified under “Item 1A—Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2012.
Management’s discussion and analysis of financial condition and results of operations are based upon our condensed consolidated unaudited financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Overview
We were formed on April 6, 2010 to acquire and operate commercial real estate primarily consisting of single-tenant, income-producing necessity corporate office and industrial properties net leased to investment grade and other creditworthy tenants located throughout the United States. We commenced our principal operations on June 28, 2011, when we issued the initial 370,727 shares of our common stock in the Offering. We have no paid employees and are externally advised and managed by CCI Advisors, our advisor. We elected to be taxed, and currently qualify, as a REIT for federal income tax purposes.
 
Our operating results and cash flows are primarily influenced by rental income from our commercial properties, interest expense on our properties’ indebtedness and acquisition and operating expenses. Rental and other property income accounted for 85% and 84% of total revenue for the three and six months ended June 30, 2013, respectively, and accounted for 79% of total revenue for both the three and six months ended June 30, 2012. As 100% of our rentable square feet was under lease as of June 30, 2013, with a weighted average remaining lease term of 11.4 years, we believe our exposure to changes in commercial rental rates on our portfolio is substantially mitigated, except for vacancies caused by tenant bankruptcies or other factors. CCI Advisors regularly monitors the creditworthiness of our tenants by reviewing the tenants’ financial results, credit rating agency reports, when available, on the tenant or guarantor, the operating history of the property with such tenant, the tenant’s market share and track record within its industry segment, the general health and outlook of the tenant’s industry segment, and other information for changes and possible trends. If CCI Advisors identifies significant changes or trends that may adversely affect the creditworthiness of a tenant, it will gather a more in-depth knowledge of the tenant’s financial condition and, if necessary, attempt to mitigate the tenant credit risk by evaluating the possible sale of the property, or identifying a possible replacement tenant should the current tenant fail to perform on the lease.

As of June 30, 2013, the debt leverage ratio of our consolidated real estate assets, which is the ratio of debt to total gross real estate and related assets, net of gross intangible lease liabilities, was 47%. As we acquire additional commercial real estate, we will be subject to changes in real estate prices and changes in interest rates on any new indebtedness used to acquire such properties. We may manage our risk of changes in real estate prices on future property acquisitions, when applicable, by entering into purchase agreements and loan commitments simultaneously so that our operating yield is determinable at the time we enter into a purchase agreement, by contracting with developers for future delivery of properties or by entering into sale-leaseback transactions. We manage our interest rate risk by monitoring the interest rate environment in connection with our future property acquisitions, when applicable, or upcoming debt maturities to determine the appropriate financing or refinancing terms, which may include fixed rate loans, variable rate loans or interest rate hedges. If we are unable to acquire suitable properties or obtain suitable financing terms for future acquisitions or refinancing, our results of operations may be adversely affected.
Recent Market Conditions
Beginning in late 2007, domestic and international financial markets experienced significant disruptions that were brought about in large part by challenges in the global banking system. These disruptions severely impacted the availability of credit and contributed to rising costs associated with obtaining credit. Financial conditions affecting commercial real estate have improved and continue to improve, as low treasury rates and increased lending from banks, insurance companies and commercial mortgage backed securities (“CMBS”) conduits have put downward pressure on mortgage rates. Nevertheless, the lending market remains sensitive to the macro environment, such as Federal Reserve policy, market sentiment or regulatory factors affecting the banking and CMBS industries. While we expect that financial conditions will remain favorable, if they were to deteriorate we may experience more stringent lending criteria, which may affect our ability to finance certain property acquisitions or refinance any debt at maturity. Additionally, for properties for which we are able to obtain financing, the interest rates and other terms on such loans may be unacceptable. We expect to manage the current mortgage lending environment by considering alternative lending sources, including the securitization of debt, utilizing fixed rate loans, borrowings on the Credit Facility, short-term variable rate loans, assuming existing mortgage loans in connection with property acquisitions, entering into interest rate lock or swap agreements, or completing any combination of the foregoing.

6





Commercial real estate fundamentals continue to strengthen, as a moderate pace of job creation has supported gains in office absorption, retail sales and warehouse distribution. Although construction activity has increased, it remains near historic lows; as a result, incremental demand growth has helped to reduce vacancy rates and support modest rental growth.  Improving fundamentals have resulted in gains in property values; however, in many markets property values, occupancy and rental rates continue to be below those previously experienced before the economic downturn. As of June 30, 2013, 100% of the rentable square feet of our properties was under lease. However, if the recent improvements in economic conditions do not continue, we may experience vacancies or be required to reduce rental rates on occupied space. While CCI Advisors will actively seek to lease our vacant space if we do experience vacancies, such space may be leased at lower rental rates and for shorter lease terms than our current leases provide.

Results of Operations
Our results of operations are influenced by the timing of acquisitions and the operating performance of our real estate investments. The following table shows the property statistics of our real estate assets as of June 30, 2013 and 2012:
 
June 30,
 
2013
 
2012
Number of properties
35

 
3

Approximate rentable square feet
5.6 million

 
227,000

Percentage of rentable square feet leased
100
%
 
100
%
The following table summarizes our real estate investment activity during the three and six months ended June 30, 2013 and 2012: 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2013
 
2012
 
2013
2012
Properties acquired
 
14

 
2

 
22

2

Approximate purchase price of acquired properties
 
$539.3 million

 
$8.6 million

 
$623.4 million

$8.6 million

Approximate rentable square feet
 
1.8 million

 
82,000

 
2.4 million

82,000

Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012
Revenue. Revenue increased $13.8 million to $14.9 million for the three months ended June 30, 2013, compared to $1.1 million for the three months ended June 30, 2012. Our revenue consisted primarily of rental and other property income, which accounted for 85% and 79% of total revenue during the three months ended June 30, 2013 and 2012, respectively. We also paid certain operating expenses subject to reimbursement by the tenant, which resulted in $2.3 million and $240,000 in tenant reimbursement income during the three months ended June 30, 2013 and 2012, respectively. The increases were due to owning 21 income producing properties for the entire three months ended June 30, 2013 and purchasing 14 additional properties during such period, compared to owning one property during the three months ended June 30, 2012 and purchasing two additional properties during such period.
General and administrative expenses. General and administrative expenses increased $760,000 to $1.0 million for the three months ended June 30, 2013, compared to $242,000 for the three months ended June 30, 2012. The increase was primarily due to incurring operating expenses reimbursable to CCI Advisors during the three months ended June 30, 2013, while such expenses were waived by CCI Advisors during the three months ended June 30, 2012, combined with incurring unused fees on the Credit Facility during the three months ended June 30, 2013, while the Credit Facility was not in place during the three months ended June 30, 2012. The increase was also due to increases in state franchise taxes and escrow and trustee fees, primarily due to increases in equity and real estate owned during the three months ended June 30, 2012. 
Property operating expenses. Property operating expenses increased $2.1 million to $2.3 million for the three months ended June 30, 2013, compared to $240,000 for the three months ended June 30, 2012. The increase was primarily related to owning 21 properties for the entire three months ended June 30, 2013 and purchasing 14 additional properties during such period, compared to owning one property during the three months ended June 30, 2012 and purchasing two additional properties during such period. The primary property operating expenses were repairs and maintenance, property taxes and property related insurance.

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Advisory expenses. Pursuant to the advisory agreement with CCI Advisors and based upon the amount of our current invested assets, we are required to pay to CCI Advisors a monthly advisory fee equal to one-twelfth of 0.75% of the average invested assets. Additionally, we may be required to reimburse certain expenses incurred by CCI Advisors in providing such advisory services, subject to limitations as set forth in the advisory agreement. Advisory fees and expenses for the three months ended June 30, 2013 totaled $1.4 million. There were no advisory fees and expenses for the three months ended June 30, 2012 as CCI Advisors waived these fees during this period.
Acquisition related expenses. Acquisition related expenses were $14.2 million for the three months ended June 30, 2013, compared to $305,000 in acquisition expenses incurred for the three months ended June 30, 2012. The increase related to the acquisition of $539.3 million in properties during the three months ended June 30, 2013, compared to the acquisition of $8.6 million in properties during the three months ended June 30, 2012.
Depreciation and amortization expenses, Depreciation and amortization expenses increased $5.6 million to $5.9 million for the three months ended June 30, 2013, compared to $355,000 for the three months ended June 30, 2012. The increase was primarily the result of incurring depreciation and amortization expense related to 35 properties owned or acquired during the three months ended June 30, 2013, compared to depreciation and amortization incurred on three properties owned or acquired during the three months ended June 30, 2012.
Interest expense. Interest expense increased $2.8 million to $3.1 million for the three months ended June 30, 2013, compared to $242,000 for the three months ended June 30, 2012. The increase primarily related to an increase in the average amount outstanding under the Credit Facility and notes payable to $288.9 million during the three months ended June 30, 2013 from $21.1 million for the three months ended June 30, 2012.
Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012
Revenue. Revenue increased $20.3 million to $22.4 million for the six months ended June 30, 2013, compared to $2.0 million for the six months ended June 30, 2012. Our revenue consisted primarily of rental and other property income, which accounted for 84% and 79% of total revenue during the six months ended June 30, 2013 and 2012, respectively. We also paid certain operating expenses subject to reimbursement by the tenant, which resulted in $3.5 million and $433,000 in tenant reimbursement income during the six months ended June 30, 2013 and 2012, respectively. The increases were due to owning 13 income producing properties for the entire six months ended June 30, 2013 and purchasing 22 additional properties during such period, compared to owning one property during the six months ended June 30, 2012 and purchasing two additional properties during such period.
General and administrative expenses. General and administrative expenses increased $1.2 million to $1.7 million for the six months ended June 30, 2013, compared to $422,000 for the six months ended June 30, 2012. The increase was primarily due to incurring operating expenses reimbursable to CCI Advisors during the six months ended June 30, 2013, while such expenses were waived by CCI Advisors during the six months ended June 30, 2012, combined with incurring unused fees on the Credit Facility during the six months ended June 30, 2013, while the Credit Facility was not in place during the six months ended June 30, 2012. The increase was also due to increases in state franchise taxes and escrow and trustee fees, primarily due to increases in equity and real estate owned during the six months ended June 30, 2013.
Property operating expenses. Property operating expenses increased $3.1 million to $3.6 million for the six months ended June 30, 2013, compared to $433,000 for the six months ended June 30, 2012. The increase was primarily related to owning 13 properties for the entire six months ended June 30, 2013 and purchasing 22 additional properties during such period, compared to owning one property during the six months ended June 30, 2012 and purchasing two additional properties during such period. The primary property operating expenses were property repairs and maintenance, property taxes and property related insurance.
Advisory expenses. Pursuant to the advisory agreement with CCI Advisors and based upon the amount of our current invested assets, we are required to pay to CCI Advisors a monthly advisory fee equal to one-twelfth of 0.75% of the average invested assets. Additionally, we may be required to reimburse certain expenses incurred by CCI Advisors in providing such advisory services, subject to limitations as set forth in the advisory agreement. Advisory fees and expenses for the six months ended June 30, 2013 totaled $2.1 million. There were no advisory fees and expenses for the six months ended June 30, 2012 as CCI Advisors waived these fees during this period.
Acquisition related expenses. Acquisition related expenses were $17.9 million for the six months ended June 30, 2013, compared to $305,000 for the six months ended June 30, 2012. The increase related to the acquisition of $623.4 million in properties during the six months ended June 30, 2013, compared to the acquisition of $8.6 million in properties during the six months ended June 30, 2012.

8




Depreciation and amortization expenses, Depreciation and amortization expenses increased $8.0 million to $8.6 million for the six months ended June 30, 2013, compared to $652,000 for the six months ended June 30, 2012. The increase was primarily the result of incurring depreciation and amortization expense for the 35 properties owned or acquired during the six months ended June 30, 2013, compared to incurring depreciation and amortization for the three properties owned or acquired during the six months ended June 30, 2012.
Interest expense. Interest expense increased $4.3 million to $4.8 million for the six months ended June 30, 2013, compared to $498,000 for the six months ended June 30, 2012. The increase primarily related to an increase in the average amount outstanding under the Credit Facility and notes payable to $296.9 million during the six months ended June 30, 2013, compared to $22.5 million for the six months ended June 30, 2012.
Distributions
Our board of directors authorized a daily distribution, based on 365 days in the calendar year, of $0.001780821 per share (which equates to approximately 6.50% on an annualized basis calculated at the current rate, assuming a $10.00 per share purchase price) for stockholders of record as of the close of business on each day of the period, commencing on January 1, 2013 and ending on September 30, 2013.
During the six months ended June 30, 2013, we paid distributions of $8.7 million, including $4.8 million through the issuance of shares pursuant to the DRIP. During the six months ended June 30, 2012, we paid distributions of $774,000, including $368,000 through the issuance of shares pursuant to the DRIP. Net cash used in operating activities for the six months ended June 30, 2013 was $5.9 million and reflected a reduction for real estate acquisition related expenses incurred of $17.9 million, in accordance with GAAP. Net cash provided by operating activities for the six months ended June 30, 2012 was $511,000 and reflected a reduction for real estate acquisition related expenses incurred of $305,000. As set forth in the “Estimated Use of Proceeds” section of the prospectus for the Offering, as supplemented, we treat our real estate acquisition related expenses as funded by proceeds from the Offering, including proceeds from the DRIP. Therefore, for consistency, proceeds from the issuance of common stock for the six months ended June 30, 2013 are considered a source of our distributions to the extent that real estate acquisition related expenses have reduced net cash flows used in operating activities. As such, all of our 2013 distributions were funded from proceeds from the Offering. The distributions paid during the six months ended June 30, 2012 were funded by net cash provided by operating activities of $511,000 combined with cash provided by operating activities from the prior year (in excess of distributions paid in the prior year) in the amount of $218,000 and proceeds from the Offering of $45,000.
Share Redemptions
Our share redemption program permits our stockholders to sell their shares back to us after they have held them for at least one year, subject to significant conditions and limitations. The share redemption program provides that we will redeem shares of our common stock from requesting stockholders, subject to the terms and conditions of the share redemption program. We will not redeem in excess of 5% of the weighted average number of shares outstanding during the trailing 12 months prior to the end of the fiscal quarter for which the redemptions are being paid. Funding for the redemption of shares will be limited to the net proceeds we receive from the sale of shares under the DRIP. In addition, we will redeem shares on a quarterly basis, at the rate of approximately 1.25% of the weighted average number of shares outstanding during the trailing 12 month period ending on the last day of the fiscal quarter for which the redemptions are being paid. During the six months ended June 30, 2013, we redeemed 28,650 shares under our share redemption program for $283,875 at an average redemption price of $9.91 per share. As of June 30, 2013, the Company had received valid redemption requests for 23,676 shares, which were redeemed in full subsequent to June 30, 2013 for $229,674 at an average redemption price of $9.70 per share.
Liquidity and Capital Resources
General
Our principal demands for funds will be for real estate and real estate-related investments, for the payment of acquisition related costs, operating expenses, distributions and redemptions to stockholders and principal and interest on any current and any future indebtedness. Generally, cash needs for items other than acquisitions and acquisition related expenses will be generated from operations of our current and future investments. We expect to continue to raise capital through the closing of the primary portion of the Offering and to utilize such funds and future proceeds from secured or unsecured financing to complete future property acquisitions. After the closing of the primary portion of the Offering, we expect to meet cash needs for acquisitions from proceeds raised pursuant to the DRIP, cash flow from operations and from debt financings. The sources of our operating cash flows will primarily be provided by the rental income received from current and future leased properties. As of June 30, 2013, we had raised $595.6 million of gross proceeds from the Offering before offering costs and selling commissions of $60.8 million.

9




As of June 30, 2013, we had cash and cash equivalents of $19.7 million and available borrowings of $29.2 million under the Credit Facility. Additionally, as of June 30, 2013, we had unencumbered properties with a gross book value of $147.1 million, which may be used as collateral to secure additional financing in future periods or as additional collateral to facilitate the refinancing of current mortgage debt as it becomes due.
Short-term Liquidity and Capital Resources
On a short-term basis, our principal demands for funds will be for operating expenses, distributions, and interest and principal on current and any future debt financings. We expect to meet our short-term liquidity requirements through net cash flows provided by operations and proceeds from the Offering, as well as secured or unsecured borrowings from banks and other lenders to finance our expected future acquisitions.
We expect our operating cash flows to increase as we acquire additional properties. Assuming a maximum Offering and assuming all shares available under the DRIP are sold, we expect that approximately 88.6% of the gross proceeds from the sale of our common stock will be invested in real estate and real estate-related assets, while the remaining approximately 11.4% will be used for working capital and to pay costs of the Offering, including sales commissions, dealer manager fees, organization and offering expenses and fees and expenses of CCI Advisors in connection with acquiring properties. CCI Advisors pays the organizational and other offering costs associated with the sale of our common stock, which we reimburse in an amount up to 1.5% of the gross proceeds of the Offering. As of June 30, 2013, CCI Advisors had paid offering and organization costs in excess of such 1.5% limit in connection with the Offering. These costs were not included in our financial statements because such costs were not a liability to us as they exceeded 1.5% of gross proceeds from the Offering. As we raise additional proceeds from the Offering, these costs may become payable.
Long-term Liquidity and Capital Resources
On a long-term basis, our principal demands for funds will be for the acquisition of real estate and real estate related investments and the payment of tenant improvements, acquisition related expenses, operating expenses, distributions and redemptions to stockholders and interest and principal on any current and future indebtedness. We expect to meet our long-term liquidity requirements through proceeds from the cash flow from operations, proceeds from secured or unsecured borrowings from banks and other lenders, and proceeds raised pursuant to the DRIP following the termination of the primary portion of the Offering.
We expect that substantially all cash flows from operations will be used to pay distributions to our stockholders after certain capital expenditures, including tenant improvements and leasing commissions, are paid; however, we may use other sources to fund distributions, as necessary, including proceeds from the Offering, borrowings on the Credit Facility and/or future borrowings on unencumbered assets. To the extent that cash flows from operations are lower due to fewer properties being acquired or lower than expected returns on the properties, distributions paid to our stockholders may be lower. We expect that substantially all net cash flows from the Offering or debt financings will be used to fund acquisitions, certain capital expenditures identified at acquisition, repayments of outstanding debt or distributions to our stockholders in excess of cash flows from operations.
As of June 30, 2013, we had $431.4 million of debt outstanding, with a weighted average interest rate of 3.47%. Our contractual obligations as of June 30, 2013 were as follows (in thousands): 
  
 
Payments due by period (1)
  
 
Total
 
Less Than 1
Year
 
1-3 Years
 
3-5 Years
 
More Than 5
Years
Principal payments - fixed rate debt
 
$
143,400

 
$

 
$

 
$
18,145

 
$
125,255

Interest payments - fixed rate debt
 
47,193

 
5,452

 
10,914

 
9,200

 
21,627

Principal payments - credit facility
 
288,000

 

 
288,000

 

 

Interest payments - credit facility (2)
 
24,774

 
9,716

 
15,058

 

 

Total
 
$
503,367

 
$
15,168

 
$
313,972

 
$
27,345

 
$
146,882

 
 
 
 
 
 
 
 
 
 
 
(1)
 The table does not include amounts due to CCI Advisors or its affiliates pursuant to our advisory agreement because such amounts are not fixed and determinable.
(2)
Payment obligations for the revolving loans outstanding under the Credit Facility are based on the weighted average interest rate in effect as of June 30, 2013 of 3.32%.

We expect to incur additional borrowings in the future to acquire additional properties and make other real estate related investments. There is no limitation on the amount we may borrow against any single improved property. Our future borrowings

10




will not exceed 300% of our net assets as of the date of any borrowing, which is the maximum level of indebtedness permitted under the North American Securities Administrators Association REIT Guidelines; however, we may exceed that limit if approved by a majority of our independent directors. Our board of directors has adopted a policy to further limit our borrowings to 60% of the greater of cost (before deducting depreciation or other non-cash reserves) or fair market value of our gross assets, unless the excess borrowing is approved by a majority of our independent directors and disclosed to our stockholders in the next quarterly report along with the justification for such excess borrowing. As of June 30, 2013, our ratio of debt to total gross real estate assets, net of gross intangible lease liabilities, was 47%.
Cash Flow Analysis
Operating Activities. During the six months ended June 30, 2013, net cash used in operating activities was $5.9 million, compared to net cash provided by operating activities of $511,000 for the six months ended June 30, 2012. The change was primarily due to an increase in net loss of $16.0 million, partially offset by an increase in working capital accounts of $1.3 million and an increase in depreciation and amortization of $8.3 million. See “— Results of Operations” for a more complete discussion of the factors impacting our operating performance.
Investing Activities. Net cash used in investing activities was $634.0 million for the six months ended June 30, 2013, compared to $8.6 million for the six months ended June 30, 2012. The increase was primarily due to an increase in investment in real estate assets of $614.4 million, an increase in the change in restricted cash of $10.1 million and an increase in the net payment of property escrow deposits of $925,000.
Financing Activities. Net cash provided by financing activities increased $600.4 million to $647.5 million for the six months ended June 30, 2013, compared to $47.1 million for the six months ended June 30, 2012. The increase was primarily due to an increase in net proceeds from the issuance of common stock under the Offering of $331.4 million, partially offset by an increase in proceeds from the Credit Facility and notes payable, net of repayments, of $269.2 million.
Election as a REIT
We are taxed as a REIT under the Internal Revenue Code of 1986, as amended. To maintain our qualification as a REIT, we must continue to meet certain requirements relating to our organization, sources of income, nature of assets, distributions of income to our stockholders and recordkeeping. As a REIT, we generally are not subject to federal income tax on taxable income that we distribute to our stockholders so long as we, among other things, distribute at least 90% of our annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains).
If we fail to maintain our qualification as a REIT for any reason in a taxable year and applicable relief provisions do not apply, we will be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. We will not be able to deduct distributions paid to our stockholders in any year in which we fail to maintain our qualification as a REIT. We also will be disqualified for the four taxable years following the year during which qualification was lost unless we are entitled to relief under specific statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to maintain our qualification as a REIT for federal income tax purposes. No provision for federal income taxes has been made in our accompanying condensed consolidated unaudited financial statements. We are subject to certain state and local taxes related to the operations of properties in certain locations, which have been provided for in our accompanying condensed consolidated unaudited financial statements.
Critical Accounting Policies and Estimates
Our accounting policies have been established to conform to GAAP. The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to the various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. We consider our critical accounting policies to be the following:
Investment in and Valuation of Real Estate and Related Assets;
Allocation of Purchase Price of Real Estate and Related Assets;
Revenue Recognition; and
Income Taxes.

11




A complete description of such policies and our considerations is contained in our Annual Report on Form 10-K for the year ended December 31, 2012, and our critical accounting policies have not changed during the six months ended June 30, 2013. The information included in this prospectus supplement should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2012, and related notes thereto.
Commitments and Contingencies
We may be subject to certain commitments and contingencies with regard to certain transactions. Refer to Note 6 to our condensed consolidated unaudited financial statements in this prospectus supplement for further explanations.
Related-Party Transactions and Agreements
We have entered into agreements with CCI Advisors and its affiliates whereby we have paid, and will continue to pay, certain fees to, or reimburse certain expenses of, CCI Advisors or its affiliates, such as acquisition and advisory fees and expenses, organization and offering costs, sales commissions, dealer manager fees and expenses, leasing fees and reimbursement of certain operating costs. See Note 7 to our condensed consolidated unaudited financial statements in this prospectus supplement for a further explanation of the various related-party transactions, agreements and fees.
Subsequent Events
Certain events occurred subsequent to June 30, 2013 through the filing date of our Quarterly Report on Form 10-Q. Refer to Note 9 to our condensed consolidated unaudited financial statements in this prospectus supplement for further explanation.
New Accounting Pronouncements
Refer to Note 2 to our condensed consolidated unaudited financial statements included in this prospectus supplement for further explanation. There have been no accounting pronouncements issued, but not yet applied by us, that will significantly impact our financial statements.
Off-Balance Sheet Arrangements
As of June 30, 2013 and December 31, 2012, we had no material off-balance sheet arrangements that had or are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity or capital resources.





12




Updated Financial Information
The prospectus is hereby supplemented with the following financial information, which is excerpted from Part I – Item 1. “Financial Statements” in our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2013.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS








































F-1



COLE CORPORATE INCOME TRUST, INC.
CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEETS
(in thousands, except share and per share amounts)
 
 
 
June 30, 2013
 
December 31, 2012
ASSETS
 
 
 
 
Investment in real estate assets:
 
 
 
 
 Land
 
$
123,267

 
$
34,404

 Buildings and improvements, less accumulated depreciation of $8,213 and $2,173, respectively
 
705,783

 
226,067

 Acquired intangible lease assets, less accumulated amortization of $3,692 and $1,008, respectively
 
93,304

 
33,615

 Total investment in real estate assets, net
 
922,354

 
294,086

 Cash and cash equivalents
 
19,721

 
12,188

 Restricted cash
 
9,401

 
357

 Rents and tenant receivables
 
3,724

 
829

 Property escrow deposits, prepaid expenses and other assets
 
3,726

 
1,734

 Deferred financing costs, less accumulated amortization of $725 and $148, respectively
 
4,587

 
2,098

Total assets
 
$
963,513

 
$
311,292

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Credit facility and notes payable
 
$
431,400

 
$
162,453

Accounts payable and accrued expenses
 
4,866

 
3,025

Escrowed investor proceeds
 
6,625

 
48

Due to affiliates
 
590

 
108

Acquired below market lease intangibles, less accumulated amortization of $727 and $278, respectively
 
17,039

 
4,199

Distributions payable
 
2,913

 
864

Deferred rental income and other liabilities
 
3,911

 
1,211

Total liabilities
 
467,344

 
171,908

Commitments and contingencies
 
 
 
 
Redeemable common stock
 
6,632

 
2,105

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

 

Common stock, $0.01 par value; 490,000,000 shares authorized, 59,710,252 and 16,842,189 shares issued and outstanding, respectively
 
597

 
168

Capital in excess of par value
 
527,467

 
148,576

Accumulated distributions in excess of earnings
 
(38,527
)
 
(11,465
)
Total stockholders’ equity
 
489,537

 
137,279

Total liabilities and stockholders’ equity
 
$
963,513

 
$
311,292

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









F-2



COLE CORPORATE INCOME TRUST, INC.
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Revenues:
 
 
 
 
 
 
 
Rental and other property income
$
12,589

 
$
879

 
$
18,821

 
$
1,611

Tenant reimbursement income
2,291

 
240

 
3,531

 
433

Total revenue
14,880

 
1,119

 
22,352

 
2,044

Expenses:
 
 
 
 
 
 
 
General and administrative expenses
1,002

 
242

 
1,665

 
422

Property operating expenses
2,306

 
240

 
3,562

 
433

Advisory fees and expenses
1,378

 

 
2,058

 

Acquisition related expenses
14,181

 
305

 
17,937

 
305

Depreciation
4,194

 
243

 
6,040

 
448

Amortization
1,754

 
112

 
2,585

 
204

Total operating expenses
24,815

 
1,142

 
33,847

 
1,812

Operating (loss) income
(9,935
)
 
(23
)
 
(11,495
)
 
232

Other income (expense):
 
 
 
 
 
 
 
Interest and other income
8

 
13

 
13

 
14

Interest expense
(3,057
)
 
(242
)
 
(4,806
)
 
(498
)
Total other expense
(3,049
)
 
(229
)
 
(4,793
)
 
(484
)
Net loss
$
(12,984
)
 
$
(252
)
 
$
(16,288
)
 
$
(252
)
Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic and diluted
44,165,573

 
4,498,874

 
33,321,937

 
3,160,358

Net loss per common share:
 
 
 
 
 
 
 
Basic and diluted
$
(0.29
)
 
$
(0.06
)
 
$
(0.49
)
 
$
(0.08
)
Distributions declared per common share
$
0.16

 
$
0.16

 
$
0.32

 
$
0.33

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


















F-3



COLE CORPORATE INCOME TRUST, INC.
CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)

 
 
 
Common Stock
 
Capital in
Excess
of Par Value
 
Accumulated
Distributions
in Excess of
Earnings
 
Total
Stockholders’
Equity
 
 
Number of
Shares
 
Par
Value
 
Balance, January 1, 2013
 
16,842,189

 
$
168

 
$
148,576

 
$
(11,465
)
 
$
137,279

Issuance of common stock
 
42,896,713

 
429

 
427,402

 

 
427,831

Distributions to investors
 

 

 

 
(10,774
)
 
(10,774
)
Commissions on stock sales and related dealer manager fees
 

 

 
(37,269
)
 

 
(37,269
)
Other offering costs
 

 

 
(6,431
)
 

 
(6,431
)
Redemptions of common stock
 
(28,650
)
 

 
(284
)
 

 
(284
)
Changes in redeemable common stock
 

 

 
(4,527
)
 

 
(4,527
)
Net loss
 

 

 

 
(16,288
)
 
(16,288
)
Balance, June 30, 2013
 
59,710,252

 
$
597

 
$
527,467

 
$
(38,527
)
 
$
489,537

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





































F-4



COLE CORPORATE INCOME TRUST, INC.
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
(in thousands)
 
Six Months Ended June 30,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Net loss
$
(16,288
)
 
$
(252
)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
 
 
 
Depreciation
6,040

 
448

Amortization of intangible lease assets and below market lease intangibles, net
2,233

 
118

Amortization of deferred financing costs
577

 
25

Changes in assets and liabilities:
 
 
 
Rents and tenant receivables
(2,895
)
 
(30
)
Prepaid expenses and other assets
(967
)
 
142

Accounts payable and accrued expenses
2,179

 
4

Deferred rental income and other liabilities
2,700

 
41

Due from affiliates

 
15

Due to affiliates
482

 

Net cash (used in) provided by operating activities
(5,939
)
 
511

Cash flows from investing activities:
 
 
 
Investment in real estate assets and capital expenditures
(624,039
)
 
(9,651
)
Payment of property escrow deposits
(7,025
)
 

Refund of property escrow deposits
6,100

 

Change in restricted cash
(9,044
)
 
1,046

Net cash used in investing activities
(634,008
)
 
(8,605
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of common stock
423,020

 
53,442

Offering costs on issuance of common stock
(43,700
)
 
(5,512
)
Redemptions of common stock
(284
)
 

Proceeds from credit facility and notes payable
462,000

 
4,400

Repayment of credit facility and notes payable
(193,053
)
 

Repayment of note payable to affiliates

 
(4,696
)
Distributions to investors
(3,914
)
 
(406
)
Escrowed investor proceeds
6,577

 
(35
)
Deferred financing costs paid
(3,066
)
 
(91
)
Payment of loan deposit
(1,150
)
 
(88
)
Refund of loan deposit
1,050

 
88

Net cash provided by financing activities
647,480

 
47,102

Net increase in cash and cash equivalents
7,533

 
39,008

Cash and cash equivalents, beginning of period
12,188

 
1,881

Cash and cash equivalents, end of period
$
19,721

 
$
40,889

Supplemental Disclosures of Non-Cash Investing and Financing Activities:
 
 
 
Distributions declared and unpaid
$
2,913

 
$
326

Accrued capital expenditures
$
(338
)
 
$

Common stock issued through distribution reinvestment plan
$
4,811

 
$
368

Supplemental Cash Flow Disclosures:
 
 
 
Interest paid
$
3,901

 
$
465

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

F-5



NOTE 1 — ORGANIZATION AND BUSINESS
Cole Corporate Income Trust, Inc. (the “Company”) is a Maryland corporation that was formed on April 6, 2010, which has elected to be taxed, and currently qualifies, as a real estate investment trust (“REIT”) for federal income tax purposes. The Company is the sole general partner of, and owns a 99.99% partnership interest in Cole Corporate Income Operating Partnership, LP, a Delaware limited partnership (“CCI OP”). The Company is externally managed by Cole Corporate Income Advisors, LLC (“CCI Advisors”), which is indirectly owned by Cole Real Estate Investments, Inc. (NYSE: COLE) (“Cole”, formerly known as “Cole Credit Property Trust III, Inc.”) as a result of Cole acquiring Cole Holdings Corporation (“CHC”) on April 5, 2013 pursuant to a transaction whereby CHC merged with and into CREInvestments, LLC (“CREI”), a wholly-owned subsidiary of Cole. As a result of the merger, CCI Advisors and the Company’s dealer manager are wholly-owned by CREI. CCI Advisors is the sole limited partner and owner of an insignificant noncontrolling partnership interest of less than 0.01% of CCI OP.
On February 10, 2011, pursuant to a registration statement filed on Form S-11 (Registration No. 333-166447) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), the Company commenced its initial public offering on a “best efforts” basis, offering up to a maximum of 250.0 million shares of its common stock at a price of $10.00 per share, and up to 50.0 million additional shares pursuant to a distribution reinvestment plan (the “DRIP”) under which its stockholders may elect to have distributions reinvested in additional shares at a price of $9.50 per share (the “Offering”).
On June 28, 2011, the Company issued the initial 370,727 shares in the Offering and commenced principal operations. As of June 30, 2013, the Company had issued approximately 59.7 million shares of its common stock in the Offering for gross offering proceeds of $595.6 million before offering costs and selling commissions of $60.8 million. The Company intends to use substantially all of the net proceeds from the Offering to acquire and operate a diversified portfolio of commercial real estate investments primarily consisting of single-tenant, income-producing necessity corporate office and industrial properties, which are leased to creditworthy tenants and strategically located throughout the United States. The Company expects that most of its properties will be subject to “net” leases, whereby the tenant will be primarily responsible for the property’s cost of repairs, maintenance, property taxes, utilities, insurance and other operating costs. As of June 30, 2013, the Company owned 35 properties comprising 5.6 million rentable square feet of commercial space located in 17 states, which were 100% leased.
The Company previously disclosed that its board of directors had approved the closing of the primary portion of the Offering in the third quarter of 2013, and that it expected to stop offering shares of its common stock in the primary portion of the Offering on August 30, 2013. The Company’s board of directors approved extending the closing date of the primary portion of the Offering until September 30, 2013. The Company’s general policy is to accept subscription agreements only if they are received in good order on or before the close of business on September 30, 2013 and the subscriptions are fully funded no later than the close of business on October 15, 2013. The Company intends to continue to sell shares of its common stock in the Offering pursuant to the DRIP following the termination of the primary portion of the Offering.
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 regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this prospectus supplement should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2012, and related notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The condensed consolidated unaudited financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this prospectus supplement.
The condensed consolidated unaudited financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

F-6



Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Investment in and Valuation of Real Estate and Related Assets
Real estate and related assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate and related assets consist of the cost of acquisition, excluding acquisition related expenses, construction and any tenant improvements, major improvements and betterments that extend the useful life of the real estate and related assets and leasing costs. All repairs and maintenance are expensed as incurred.
The Company is required to make subjective assessments as to the useful lives of its depreciable assets. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life of the assets. Real estate and related assets, other than land, are depreciated or amortized on a straight-line basis. The estimated useful lives of the Company’s real estate and related assets by class are generally as follows:
 
Buildings
40 years
Tenant improvements
Lesser of useful life or lease term
Intangible lease assets
Lease term
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate and related assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate and related assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment indicators were identified and no impairment losses were recorded during the six months ended June 30, 2013, or 2012.
When developing estimates of expected future cash flows, the Company makes certain assumptions regarding future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, terminal capitalization and discount rates, the expected number of months it takes to re-lease the property, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in estimating expected future cash flows could result in a different determination of the property’s expected future cash flows and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the fair value of the real estate and related assets.
When a real estate asset is identified by the Company as held for sale, the Company will cease depreciation and amortization of the assets related to the property and estimate the fair value, net of selling costs. If, in management's opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount would be recorded to reflect the estimated fair value of the property, net of selling costs. There were no assets identified as held for sale as of June 30, 2013 or December 31, 2012.
Allocation of Purchase Price of Real Estate and Related Assets
Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and identified intangible assets and liabilities, consisting of the value of above market and below market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition related expenses are expensed as incurred. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and building). The Company obtains an independent appraisal for each real property acquisition. The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the

F-7



allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information.
The fair values of above market and below market lease intangibles are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) an estimate of fair market lease rates for the corresponding in-place leases, which is generally obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease including any bargain renewal periods, with respect to a below market lease. The above market and below market lease intangibles are capitalized as intangible lease assets or liabilities, respectively. Above market leases are amortized as a reduction to rental income over the remaining terms of the respective leases. Below market leases are amortized as an increase to rental income over the remaining terms of the respective leases, including any bargain renewal periods. In considering whether or not the Company expects a tenant to execute a bargain renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition, such as the financial strength of the tenant, remaining lease term, the tenant mix of the leased property, the Company’s relationship with the tenant and the availability of competing tenant space. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market or below market lease intangibles relating to that lease would be recorded as an adjustment to rental income.
 The fair values of in-place leases include estimates of direct costs associated with obtaining a new tenant and opportunity costs associated with lost rental and other property income, which are avoided by acquiring a property with an in-place lease. Direct costs associated with obtaining a new tenant include commissions and other direct costs and are estimated in part by utilizing information obtained from independent appraisals and management’s consideration of current market costs to execute a similar lease. The intangible values of opportunity costs, which are calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease, are capitalized as intangible lease assets and are amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.
The Company has acquired, and may continue to acquire, certain properties subject to contingent consideration arrangements that may obligate the Company to pay additional consideration to the seller based on the outcome of future events. Additionally, the Company may acquire certain properties for which it funds certain contingent consideration amounts into an escrow account pending the outcome of certain future events (the “Escrow Receivables”). The outcome may result in the release of all or a portion of the escrow funds to the Company or the seller or a combination thereof. Contingent consideration arrangements are based on a predetermined formula and have set time periods regarding the obligation to make future payments, including funds released to the seller from escrow accounts, or the right to receive escrowed funds as set forth in the respective purchase and sale agreement. Contingent consideration arrangements, including amounts funded through an escrow account, are recorded upon acquisition of the respective property at their estimated fair value, and any changes to the estimated fair value, subsequent to acquisition, are reflected in the accompanying condensed consolidated unaudited statements of operations. The determination of the amount of contingent consideration arrangements is based on the probability of several possible outcomes as identified by management. The respective amounts recorded are carried at fair value.
The Company will estimate the fair value of assumed mortgage notes payable based upon indications of current market pricing for similar types of debt financing with similar maturities. Assumed mortgage notes payable will initially be recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the mortgage note’s outstanding principal balance will be amortized to interest expense over the term of the respective mortgage note payable.
The determination of the fair values of the real estate and related assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could impact the Company’s results of operations.
Restricted Cash
Restricted cash included $2.8 million and $309,000 held in a lender cash management account as of June 30, 2013 and December 31, 2012, respectively. As part of certain debt agreements, rental payments from certain of the Company’s tenants are deposited directly into a lockbox account, from which the monthly debt service payments are disbursed to the respective lender and the excess funds are disbursed to the Company. In addition, restricted cash included $6.6 million and $48,000 as of June 30, 2013 and December 31, 2012, respectively, of escrowed investor proceeds for which shares of common stock had not been issued as of June 30, 2013 and December 31, 2012, respectively.


F-8



Concentration of Credit Risk
As of June 30, 2013, the Company had cash on deposit, including restricted cash, at four financial institutions, all of which had deposits in excess of federally insured levels, totaling $21.5 million; however, the Company has not experienced any losses in such accounts. The Company limits significant cash deposits to accounts held by financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits.
As of June 30, 2013, one of the Company’s tenants, F5 Networks, Inc., accounted for 12% of the Company’s 2013 gross annualized rental revenues. The Company also had certain geographic concentrations in its property holdings. As of June 30, 2013, the Company had properties located in the following states, with respective gross annualized rental revenues greater than 10% of the Company’s 2013 total gross annualized rental revenues: Texas (22%), New Jersey (13%), Washington (12%) and Illinois (12%). In addition, the Company had tenants in four industries with respective gross annualized rental revenues greater than 10% of the Company’s 2013 total gross annualized rental revenues: manufacturing (22%), healthcare (18%), technology (12%), and other professional services (10%).
Redeemable Common Stock
Under the Company’s share redemption program, the Company’s requirement to redeem shares of its outstanding common stock is limited, among other things, to the net proceeds received by the Company from the sale of shares under the DRIP, net of shares redeemed to date. The Company records amounts that are redeemable under the share redemption program as redeemable common stock outside of permanent equity in its condensed consolidated unaudited balance sheets. Changes in the amount of redeemable common stock from period to period are recorded as an adjustment to capital in excess of par value.
New Accounting Pronouncements
In February 2013, the U.S. Financial Accounting Standards Board issued Accounting Standards Update, 2013-02 Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”), which amends the reporting requirements for comprehensive income pertaining to the reclassification of items out of accumulated other comprehensive income. ASU 2013-02 was effective for the Company beginning January 1, 2013. The adoption of ASU 2013-02 did not have a material impact on the Company’s condensed consolidated unaudited financial statements because the Company did not have other comprehensive income.
NOTE 3 — FAIR VALUE MEASUREMENTS
GAAP defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows:
Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability.
The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities:
Cash and cash equivalents and restricted cash - The Company considers the carrying amount of these financial assets to approximate fair value because of the short period of time between their origination and their expected realization.

F-9



Credit facility and notes payable - The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. The estimated fair value of the Company’s debt was $424.9 million as of June 30, 2013, compared to the carrying value on that date of $431.4 million. The estimated fair value of the Company’s debt was $162.5 million as of December 31, 2012, which approximated the carrying amount on that date. The fair value of the Company’s debt is estimated using Level 2 inputs.
Contingent consideration arrangements - The contingent consideration arrangements are carried at fair value and are valued using Level 3 inputs. The fair value of the Escrow Receivables is determined based on the probability of several possible outcomes, which are contingent on the future outcome of various property tax appeals related to certain property acquisitions. The estimated fair value of these arrangements was $1.6 million as of both June 30, 2013 and December 31, 2012, and is included in the accompanying condensed consolidated unaudited balance sheets in property escrow deposits, prepaid expenses and other assets as the Company expects such amounts to be refunded.  As of June 30, 2013, there have been no purchases, sales, issuances or settlements with respect to the contingent consideration arrangements.
NOTE 4 — REAL ESTATE ACQUISITIONS
2013 Property Acquisitions
During the six months ended June 30, 2013, the Company acquired 22 commercial properties for an aggregate purchase price of $623.4 million (the “2013 Acquisitions”). The Company purchased the 2013 Acquisitions with net proceeds from the Offering and available borrowings. The Company allocated the purchase price of these properties to the fair value of the assets acquired and liabilities assumed. The following table summarizes the purchase price allocation (in thousands):
 
June 30, 2013
Land
$
88,862

Building and improvements
485,455

Acquired in-place leases
61,778

Acquired above-market leases
594

Acquired below-market leases
(13,289
)
Total purchase price
$
623,400

The Company recorded revenue for the three and six months ended June 30, 2013 of $7.7 million and $8.2 million, respectively, and a net loss for the three and six months ended June 30, 2013 of $12.0 million and $15.3 million, respectively, related to the 2013 Acquisitions. In addition, the Company recorded $14.2 million and $17.9 million of acquisition related expenses for the three and six months ended June 30, 2013, respectively.
The following table summarizes selected financial information of the Company as if the 2013 Acquisitions were completed on January 1, 2012 for each period presented below. The table below presents the Company’s estimated revenue and net income (loss), on a pro forma basis, for the three and six months ended June 30, 2013 and 2012 (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Pro forma basis:
 
 
 
 
 
 
 
Revenue
$
20,303

 
$
14,259

 
$
40,440

 
$
28,325

Net income (loss)
$
2,727

 
$
(5,224
)
 
$
6,552

 
$
(10,126
)
The pro forma information for the three and six months ended June 30, 2013 was adjusted to exclude acquisition related expenses recorded during such period relating to the 2013 Acquisitions. These expenses were recognized in the pro forma information for the six months ended June 30, 2012. The pro forma information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of 2012, nor does it purport to represent the results of future operations.

F-10



2012 Property Acquisitions
During the six months ended June 30, 2012, the Company acquired two commercial properties for an aggregate purchase price of $8.6 million (the “2012 Acquisitions”). The Company purchased the 2012 Acquisitions with net proceeds from the Offering. The Company allocated the purchase price of these properties to the fair value of the assets acquired. The following table summarizes the purchase price allocation (in thousands):
 
June 30, 2012
Land
$
1,552

Building and improvements
6,002

Acquired in-place leases
1,042

Total purchase price
$
8,596

The Company recorded revenue for each of the three and six months ended June 30, 2012 of $189,000 and a net loss for each of the three and six months ended June 30, 2012 of $196,000 related to the 2012 Acquisitions. In connection with the purchase of the 2012 Acquisitions, the Company expensed $262,000 of acquisition costs for each of the three and six months ended June 30, 2012. An additional $43,000 of acquisition costs were expensed as of June 30, 2012 related to one acquisition, which was acquired on July 31, 2012 for a purchase price of $32.6 million. 
The following table summarizes selected financial information of the Company as if all of the 2012 Acquisitions were completed on January 1, 2011 for each period presented below. The table below presents the Company’s estimated revenue and net (loss) income, on a pro forma basis, for the three and six months ended June 30, 2012 and 2011 (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
Pro forma basis:
 
 
 
 
 
 
 
Revenue
$
1,164

 
$
241

 
$
2,328

 
$
483

Net (loss) income
$
(1
)
 
$
(529
)
 
$
53

 
$
(791
)
NOTE 5 — CREDIT FACILITY AND NOTES PAYABLE
As of June 30, 2013, the Company had $431.4 million of debt outstanding with a weighted average interest rate of 3.47% and a weighted average remaining term of 4.6 years.
The following table summarizes the debt activity for the six months ended June 30, 2013 (in thousands):
 
 
 
During the six months ended June 30, 2013
 
 
Balance as of
December 31, 2012
 
Debt Issuance
 
Repayments
 
Balance as of June 30, 2013
Fixed rate debt
$
22,400

 
$
121,000

 
$

 
$
143,400

Credit facility
140,053

 
341,000

 
(193,053
)
 
288,000

Total
$
162,453

 
$
462,000

 
$
(193,053
)
 
$
431,400

As of June 30, 2013, the fixed rate debt had interest rates ranging from 3.55% to 4.65%, and various maturity dates ranging from July 2016 through June 2023. The mortgage notes payable are secured by the respective properties on which the debt was placed. The aggregate balance of gross real estate assets, net of gross intangible lease liabilities, securing the mortgage loans was $281.2 million as of June 30, 2013.
As of June 30, 2013, the Company had $288.0 million of debt outstanding under its secured revolving credit facility, as amended (the “Credit Facility”), with Bank of America as administrative agent pursuant to a credit agreement (the “Credit Agreement”). The Credit Facility allows the Company to borrow up to $400.0 million, with the maximum amount outstanding not to exceed the borrowing base (the “Borrowing Base”), which is generally calculated as 65% of the aggregate value allocated to each qualified property that is eligible as collateral under the Credit Facility. As of June 30, 2013, the Company had $29.2 million of available borrowings under the Credit Facility based on the Borrowing Base under the Credit Facility. The aggregate balance of gross real estate assets, net of intangible lease liabilities, securing the Credit Facility was $488.2 million as of June 30, 2013. Subject to meeting certain conditions described in the Credit Agreement and the payment of certain fees,

F-11



the amount of the Credit Facility may be increased up to a maximum of $750.0 million. The Credit Facility matures on November 29, 2015.
The Credit Facility will bear interest at rates depending upon the type of loan specified by the Company and the ratio of the Company’s consolidated indebtedness to its consolidated total asset value (the “Leverage Ratio”). For a (a) Eurodollar rate loan, the interest rate will be equal to (i) if the Leverage Ratio is greater than 65%, LIBOR plus 3.50%, (ii) if the Leverage Ratio is greater than 60% but less than or equal to 65%, LIBOR plus 3.00% and (iii) if the Leverage Ratio is less than or equal to 60%, LIBOR plus 2.50%; and (b) with respect to base rate loans, a percentage per annum equal to (i) if the Leverage Ratio is greater than 65%, base rate plus 2.50%, (ii) if the Leverage Ratio is greater than 60% but less than or equal to 65%, base rate plus 2.00% and (iii) if the Leverage Ratio is less than or equal to 60%, base rate plus 1.50%. As of June 30, 2013, the Credit Facility had a weighted average interest rate of 3.32%.
The Credit Agreement and certain notes payable contain customary representations, warranties, borrowing conditions and affirmative, negative and financial covenants, including minimum net worth, debt service coverage and leverage ratio requirements, and dividend payout and REIT qualification requirements. Based on the Company’s analysis and review of its results of operations and financial condition, the Company believes it was in compliance with such covenants as of June 30, 2013.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Litigation
In the ordinary course of business, the Company may become subject to litigation or claims. The Company is not aware of any pending legal proceedings of which the outcome is reasonably possible to have a material effect on its results of operations, financial condition or liquidity.
Purchase Commitments
As of June 30, 2013, the Company had entered into purchase agreements with unaffiliated third-party sellers to acquire a 100% interest in eight properties, subject to meeting certain criteria, for an aggregate purchase price of $46.6 million, exclusive of closing costs. As of June 30, 2013, the Company had $925,000 of property escrow deposits held by escrow agents in connection with these future property acquisitions, which will be forfeited if the transactions are not completed under certain circumstances. These deposits are included in the accompanying condensed consolidated unaudited balance sheets in property escrow deposits, prepaid expenses and other assets. As of August 8, 2013, none of these escrow deposits had been forfeited.
Environmental Matters
In connection with the ownership and operation of real estate, the Company potentially may be liable for costs and damages related to environmental matters. In addition, the Company may acquire certain properties that are subject to environmental remediation. The Company carries environmental liability insurance on its properties that will provide limited coverage for remediation liability and pollution liability for third-party bodily injury and property damage claims. The Company is not aware of any environmental matters which it believes are reasonably possible to have a material effect on its results of operations, financial condition or liquidity.
NOTE 7 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS
The Company has incurred, and will continue to incur, commissions, fees and expenses payable to CCI Advisors and certain of its affiliates in connection with the Offering, and the acquisition, management and disposition of its assets.
Offering
Cole Capital Corporation (“CCC”), the Company’s dealer manager and a subsidiary of Cole, receives, and will continue to receive, a commission of up to 7% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. CCC intends to reallow 100% of commissions earned to participating broker-dealers. In addition, up to 2% of gross offering proceeds before reallowance to participating broker-dealers will be paid to CCC as a dealer manager fee. CCC, in its sole discretion, may reallow all or a portion of its dealer manager fee to such participating broker-dealers. No selling commissions or dealer manager fees are paid to CCC or other broker-dealers with respect to shares sold pursuant to the DRIP.
All organization and offering expenses (excluding selling commissions and the dealer manager fee) are paid for by CCI Advisors or its affiliates and can be reimbursed by the Company up to 1.5% of aggregate gross offering proceeds. A portion of the other organization and offering expenses may be underwriting compensation. As of June 30, 2013, CCI Advisors had paid organization and offering costs in excess of the 1.5% limit in connection with the Offering. These costs were not included in the

F-12



financial statements of the Company because such costs were not a liability of the Company as they exceeded 1.5% of gross proceeds from the Offering. As the Company raises additional proceeds from the Offering, these costs may become payable.
The Company incurred the following commissions, fees and expense reimbursements for services provided by CCI Advisors or its affiliates related to the services described above during the periods indicated (in thousands): 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Offering:
 
 
 
 
 
 
 
Selling commissions
$
20,242

 
$
2,947

 
$
28,811

 
$
3,632

Selling commissions reallowed by CCC
$
20,242

 
$
2,947

 
$
28,811

 
$
3,632

Dealer manager fee
$
5,965

 
$
866

 
$
8,458

 
$
1,071

Dealer manager fee reallowed by CCC
$
3,477

 
$
502

 
$
4,974

 
$
612

Other organization and offering expenses
$
4,529

 
$
653

 
$
6,431

 
$
809

Acquisitions and Operations
CCI Advisors or its affiliates receive acquisition fees of up to 2% of: (1) the contract purchase price of each property or asset the Company acquires; (2) the amount paid in respect of the development, construction or improvement of each asset the Company acquires; (3) the purchase price of any loan the Company acquires; and (4) the principal amount of any loan the Company originates. Additionally, CCI Advisors or its affiliates are reimbursed for acquisition expenses incurred in the process of acquiring properties, so long as the total acquisition fees and expenses relating to the transaction do not exceed 6% of the contract purchase price.
The Company pays CCI Advisors a monthly advisory fee based upon the Company’s monthly average invested assets, which is equal to the following amounts: (1) an annualized rate of 0.75% will be paid on the Company’s average invested assets that are between $0 to $2 billion; (2) an annualized rate of 0.70% will be paid on the Company’s average invested assets that are between $2 billion to $4 billion; and (3) an annualized rate of 0.65% will be paid on the Company’s average invested assets that are over $4 billion.
The Company will reimburse CCI Advisors for the expenses it paid or incurred in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse for any amount by which its operating expenses (including the advisory fee) at the end of the four preceding fiscal quarters exceeds the greater of (1) 2% of average invested assets, or (2) 25% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of assets for that period. The Company will not reimburse CCI Advisors for personnel costs in connection with services for which CCI Advisors receives acquisition or disposition fees. The Company recorded fees and expense reimbursements as shown in the table below for services provided by CCI Advisors and its affiliates related to the services described above during the periods indicated (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Acquisition and Operations:
 
 
 
 
 
 
 
Acquisition fees and expenses
$
10,991

 
$
172

 
$
12,840

 
$
172

Advisory fees and expenses
$
1,378

 
$

 
$
2,058

 
$

Operating expenses
$
237

 
$

 
$
662

 
$

During the three and six months ended June 30, 2012, CCI Advisors agreed to waive its rights to advisory fees and expense reimbursements; therefore, the Company did not incur any such fees or expense reimbursements during this period.



F-13



Liquidation/Listing
If CCI Advisors or its affiliates provide a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of properties, the Company will pay CCI Advisors or its affiliates a disposition fee in an amount equal to up to one-half of the brokerage commission paid on the sale of the property, not to exceed 1% of the contract price of each property sold; provided, however, in no event may the disposition fee paid to CCI Advisors or its affiliates, when added to the real estate commissions paid to unaffiliated third parties, exceed the lesser of the customary competitive real estate commission or an amount equal to 6% of the contract sales price.
If the Company is sold or its assets are liquidated, CCI Advisors will be entitled to receive a subordinated performance fee equal to 15% of the net sale proceeds remaining after investors have received a return of their net capital invested and an 8% annual cumulative, non-compounded return. Alternatively, if the Company’s shares are listed on a national securities exchange, CCI Advisors will be entitled to a subordinated performance fee equal to 15% 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 distributions necessary to generate an 8% annual cumulative, non-compounded return to investors. As an additional alternative, upon termination of the advisory agreement, CCI Advisors may be entitled to a subordinated performance fee similar to that to which CCI Advisors would have been entitled had the portfolio been liquidated (based on an independent appraised value of the portfolio) on the date of termination.
 During the three and six months ended June 30, 2013, and 2012, no commissions or fees were incurred for any such services provided by CCI Advisors and its affiliates related to the services described above.
Due to Affiliates
As of June 30, 2013, $590,000 was due to CCI Advisors and its affiliates primarily related to advisory fees and operating expenses that had not yet been reimbursed by the Company. As of December 31, 2012, $108,000 was due to CCI Advisors and its affiliates primarily related to the reimbursement of property escrow deposits and acquisition expenses paid on the Company’s behalf in connection with the 12 commercial properties acquired during the year ended December 31, 2012.
NOTE 8 — ECONOMIC DEPENDENCY
Under various agreements, the Company has engaged or will engage CCI Advisors and its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon CCI 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.
NOTE 9 — SUBSEQUENT EVENTS
Status of the Offering
Subsequent to June 30, 2013 and through August 8, 2013, the Company received $404.3 million in gross offering proceeds through the issuance of approximately 40.5 million shares of its common stock in the Offering (including shares issued pursuant to the DRIP). As of August 8, 2013, the Company had received $999.9 million in gross offering proceeds through the issuance of approximately 100.3 million shares of its common stock in the Offering (including shares issued pursuant to the DRIP).
Investment in Real Estate and Related Assets
Subsequent to June 30, 2013, the Company acquired eight properties for an aggregate purchase price of $266.4 million. The acquisitions were funded with net proceeds of the Offering and available borrowings. Acquisition related expenses totaling $5.3 million were expensed as incurred.
Credit Facility
Subsequent to June 30, 2013, the Company borrowed $190.0 million and repaid $248.0 million of the amounts outstanding under the Credit Facility. As of August 8, 2013, the Company had $130.0 million outstanding under the Credit Facility and $217.2 million available for borrowing.


F-14
CCIT-SUP-10D