424B3 1 d353715d424b3.htm 424B3 424B3
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COLE CREDIT PROPERTY TRUST IV, INC.

SUPPLEMENT NO. 3 DATED MAY 18, 2012

TO THE PROSPECTUS DATED FEBRUARY 15, 2012

This document supplements, and should be read in conjunction with, the prospectus of Cole Credit Property Trust IV, Inc. dated February 15, 2012, Supplement No. 1 dated March 8, 2012 and Supplement No. 2 dated April 20, 2012. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the prospectus and prospectus supplements.

The purpose of this supplement is to describe the following:

 

  (1) the status of the offering of shares of Cole Credit Property Trust IV, Inc.;
  (2) recent real property investments;
  (3) placement of debt on certain real property investments;
  (4) an update to our prior performance summary;
  (5) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section substantially the same as that which was included in our Quarterly Report on Form 10-Q effective on May 15, 2012;
  (6) updated financial information regarding Cole Credit Property Trust IV, Inc.; and
  (7) an update to our Prior Performance Tables included in Appendix A of our prospectus.

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 January 26, 2012. Of these shares, we are offering 250,000,000 shares in a primary offering and up to 50,000,000 shares pursuant to our distribution reinvestment plan. During the month of April 2012, we accepted investors’ subscriptions for, and issued, approximately 642,000 shares of our common stock in the offering, resulting in gross proceeds to us of approximately $6.4 million. As of May 15, 2012, we had accepted investors’ subscriptions for, and issued, approximately 1.2 million shares of our common stock in the offering, resulting in gross proceeds to us of approximately $12.2 million. In addition, we satisfied the conditions of our special escrow provisions for residents of Tennessee on May 14, 2012. We also have special escrow provisions for residents of Pennsylvania which have not been satisfied as of May 15, 2012 and, therefore, we have not accepted subscriptions from residents of Pennsylvania.

We will offer shares of our common stock pursuant to the offering until January 26, 2014, unless all shares being offered have been sold, in which case the offering will be terminated. If all of the shares we are offering in the offering have not been sold by January 26, 2014, we may extend the offering as permitted under applicable law. In addition, at the discretion of our board of directors, we may elect to extend the termination date of our offering of shares reserved for issuance pursuant to our distribution reinvestment plan until we have sold all shares allocated to such plan through the reinvestment of distributions, in which case participants in the plan will be notified. 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.


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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” on page 10 of the prospectus, as supplemented to date.

Description of Real Estate Investments

As of May 15, 2012, our investment portfolio consisted of 13 properties located in 10 states, consisting of approximately 184,000 gross rentable square feet of commercial space. Properties acquired between April 20, 2012 and May 15, 2012 are listed below in order of their date of acquisition.

 

Property Description

  Type   Number of
Tenants
   

Tenant

  Rentable
Square
Feet
    Purchase
Price
 

CVS – Charleston, SC

  Drugstore     1     

South Carolina CVS Pharmacy, LLC

    10,125      $ 2,137,778   

CVS – Asheville, NC

  Drugstore     1     

North Carolina CVS Pharmacy, LLC

    10,125        2,365,249   

O’Reilly Auto Parts – Brownfield, TX

  Automotive     1     

O’Reilly Automotive Stores, Inc.

    6,365        965,447   

O’Reilly Auto Parts – Columbus, TX

  Automotive     1     

O’Reilly Automotive Stores, Inc.

    6,047        1,130,213   

Walgreens – Suffolk, VA

  Drugstore     1     

Walgreen, Co.

    14,820        4,925,000   

Walgreens – Springfield, IL

  Drugstore     1     

Walgreen, Co.

    14,820        5,223,000   

Walgreens –
Montgomery, AL

  Drugstore     1     

Walgreen, Co.

    14,820        4,477,000   

Tractor Supply –
Cambridge, MN

  Home Improvement     1     

Tractor Supply Company

    18,000        2,245,000   
       

 

 

   

 

 

 
          95,122      $ 23,468,687   
       

 

 

   

 

 

 

The following information supplements, and should be read in conjunction with, the section of our prospectus captioned “Investment Objectives and Policies — Real Property Investments” beginning on page 104 of the prospectus, as supplemented to date.

Real Property Investments

We engage in the acquisition and ownership of commercial properties throughout the United States. We invest primarily in retail and other income-producing commercial properties located throughout the United States.

As of May 15, 2012, we, through separate wholly-owned limited liability companies and limited partnerships, owned 13 properties located in 10 states, consisting of approximately 184,000 gross rentable square feet of commercial space. The properties generally were acquired through the use of proceeds from our initial public offering and proceeds from our revolving credit facility and related party line of credit. Properties acquired between April 20, 2012 and May 15, 2012 are listed below in order of their date of acquisition.

 

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Property Description

   Date Acquired    Year
Built
     Purchase
Price
     Fees Paid to
Sponsor (1)
     Initial
Yield (2)
    Average
Yield (3)
    Physical
Occupancy
 

CVS – Charleston, SC

   April 26, 2012      1998      $ 2,137,778       $ 42,756         6.75     6.75     100

CVS – Asheville, NC

   April 26, 2012      1998        2,365,249         47,305         6.75     6.75     100

O’Reilly Auto Parts –
Brownfield, TX

   May 8, 2012      2012        965,447         19,309         7.05     7.10     100

O’Reilly Auto Parts –
Columbus, TX

   May 8, 2012      2011        1,130,213         22,604         7.05     7.38     100

Walgreens – Suffolk, VA

   May 14, 2012      2007         4,925,000         98,500         6.70     6.70     100

Walgreens –
Springfield, IL

   May 14, 2012      2007         5,223,000         104,460         6.70     6.70     100

Walgreens –
Montgomery, AL

   May 14, 2012      2006         4,477,000         89,540         6.70     6.70     100

Tractor Supply –
Cambridge, MN

   May 14, 2012      2012         2,245,000         44,900         8.02     8.85     100
        

 

 

    

 

 

        
         $ 23,468,687       $ 469,374          
        

 

 

    

 

 

        

 

(1) Fees paid to sponsor are payments made to an affiliate of our advisor for acquisition fees in connection with the property acquisition. For more detailed information on fees paid to our advisor or its affiliates, see the section captioned “Management Compensation” beginning on page 73 of the prospectus.
(2) Initial yield is calculated as the current annualized rental income for the in-place leases at the respective property divided by the property purchase price adjusted for certain seller credits, exclusive of acquisition costs 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. The majority of our properties are subject to 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.
(3) Average yield is calculated as the average annual rental income, adjusted for any rent incentives, for the in-place leases over the non-cancellable lease term at the respective property divided by the property purchase price adjusted for certain seller credits, exclusive of acquisition costs 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. The majority of our properties are subject to 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 term for the major tenants at each of the properties listed above:

 

Property

 

Major Tenants (1)

  Total
Square
Feet
Leased
    % of
Total
Rentable
Square
Feet
    Renewal
Options (2)
    Current
Annual
Base
Rent
    Base Rent
per
Square
Foot
    Lease Term (3)  

CVS –
Charleston, SC

 

South Carolina CVS Pharmacy, LLC

    10,125       100     5/5 yr.      $ 144,300      $ 14.25       4/26/2012        4/30/2037   

CVS –
Asheville, NC

 

North Carolina CVS Pharmacy, LLC

    10,125       100     5/5 yr.        159,700        15.77       4/26/2012        4/30/2037   

O’Reilly Auto Parts – Brownfield, TX

 

O’Reilly Automotive Stores, Inc.

    6,365       100     5/5 yr.        68,064        10.69        5/8/2012        1/20/2022   
            72,144        11.33       1/21/2022        1/20/2027   

O’Reilly Auto Parts – Columbus, TX

 

O’Reilly Automotive Stores, Inc.

    6,047       100     4/5 yr.        79,680        13.18        5/8/2012        9/30/2021   
            84,456        13.97        10/1/2021        9/30/2026   
            89,520        14.80       10/1/2026        9/30/2031   

Walgreens –
Suffolk, VA

 

Walgreen, Co.

    14,820       100     10/5 yr.        330,000        22.27       5/14/2012        8/31/2032   

Walgreens –
Springfield, IL

 

Walgreen, Co.

    14,820       100     10/5 yr.        350,000        23.62       5/14/2012        10/31/2032   

Walgreens – Montgomery, AL

 

Walgreen, Co.

    14,820       100     10/5 yr.        300,000        20.24       5/14/2012        3/31/2032   

Tractor Supply – Cambridge, MN

 

Tractor Supply Company

    18,000       100     4/5 yr.        180,000        10.00        5/14/2012        3/31/2017   
            198,000        11.00       4/1/2017        3/31/2022   
            217,800        12.10       4/1/2022        3/31/2027   

 

(1) Major tenants include those tenants that occupy greater than 10% of the rentable square feet of the respective property.
(2) Represents number of renewal options and the term of each option.
(3) Represents lease term beginning with the later of the purchase date or the rent commencement date through the end of the non-cancellable lease term. Pursuant to each of the leases, the tenants are required to pay substantially all operating expenses in addition to base rent.

Tenant Lease Expirations

The following table sets forth lease expirations for each of our properties acquired as of May 15, 2012 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 column represents annualized base rent, based on rent in effect on January 1 of the respective year, for each lease that expires during the respective year.

 

Year Ending December 31,

   Number of
Leases Expiring
     Square
Feet Expiring
     Total Annual
Base Rent
     % of Total
Annual Base Rent
 

2012

     —           —         $ —           —  

2013

     —           —           —           —  

2014

     —           —           —           —  

2015

     —           —           —           —  

2016

     —           —           —           —  

2017

     —           —           —           —  

2018

     —           —           —           —  

2019

     —           —           —           —  

2020

     1         44,925         889,515         26

2021

     —           —           —           —  

2022

     1         12,259         220,664         7

Thereafter

     11         127,248         2,283,120         67
  

 

 

    

 

 

    

 

 

    

 

 

 
     13         184,432       $ 3,393,299         100
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Depreciable Tax Basis

For federal income tax purposes, the aggregate depreciable basis in the properties noted above in this prospectus supplement is approximately $19.2 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 the properties noted above in this prospectus supplement is estimated, as of May 15, 2012, as follows:

 

Wholly-owned Property

   Depreciable
Tax Basis
 

CVS – Charleston, SC

   $ 1,752,978   

CVS – Asheville, NC

     1,939,504   

O’Reilly Auto Parts – Brownfield, TX

     791,667   

O’Reilly Auto Parts – Columbus, TX

     926,775   

Walgreens – Suffolk, VA

     4,038,500   

Walgreens – Springfield, IL

     4,282,860   

Walgreens – Montgomery, AL

     3,671,140   

Tractor Supply – Cambridge, MN

     1,840,900   
  

 

 

 
   $ 19,244,324   
  

 

 

 

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.

Placement of Debt on Certain Real Property Investments

The following information supplements, and should be read in conjunction with, the subsection in our prospectus captioned “Investment Objectives and Policies — Real Property Investments — Placement of Debt on Certain Real Property Investments” beginning on page 104 of the prospectus, as supplemented to date.

During the period between April 20, 2012 and May 15, 2012, $19.8 million was drawn under the Credit Facility, $3.0 million was drawn under the Series C Loan and $4.0 million was repaid under the Series C Loan. As of May 15, 2012, we had $31.2 million outstanding under the Credit Facility and $7.7 million outstanding under the Series C Loan.

Prior Performance Summary

The following information supersedes and replaces the section of our prospectus captioned “Prior Performance Summary” beginning on page 110 of the prospectus:

Prior Investment Programs

The information presented in this section and in the Prior Performance Tables attached to this prospectus provides relevant summary information on the historical experience of the real estate programs managed over the last ten years by our sponsor, Cole Real Estate Investments, including certain officers and directors of our advisor. The prior performance of the programs previously sponsored by Cole Real Estate Investments is not necessarily indicative of the results that we will achieve. For example, most of the prior programs were privately offered and did not bear a fee structure similar to ours, or the additional costs associated with being a publicly held entity. Therefore, you should not assume that you will experience returns comparable to those experienced by investors in prior real estate programs sponsored by Cole Real Estate Investments.

 

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We intend to conduct this offering in conjunction with future offerings by one or more public and private real estate entities sponsored by Cole Real Estate Investments. To the extent that such entities have the same or similar objectives as ours or involve similar or nearby properties, such entities may be in competition with the properties acquired by us. See the “Conflicts of Interest” section of this prospectus for additional information.

The Prior Performance Tables set forth information as of the dates indicated regarding the prior programs subject to public reporting requirements, including (1) experience in raising and investing funds (Table I); (2) compensation to the sponsor and its affiliates (Table II); (3) annual operating results of prior real estate programs (Table III); and (4) results of sales or disposals of properties (Table V). The Company has not included the results of completed programs (Table IV) since none of the prior public real estate programs sponsored by Cole Real Estate Investments have completed their operations during the five years ended December 31, 2011. Additionally, Table VI, which is contained in Part II of the registration statement for this offering and which is not part of this prospectus, contains certain additional information relating to properties acquired by these prior real estate programs. We will furnish copies of such tables to any prospective investor upon request and without charge. The purpose of this prior performance information is to enable you to evaluate accurately the experience of our advisor and its affiliates in sponsoring like programs. The following discussion is intended to summarize briefly the objectives and performance of the prior real estate programs and to disclose any material adverse business developments sustained by them. As of December 31, 2011, approximately 98% of the prior real estate programs had investment objectives similar to those of this program, based on number of programs.

Summary Information

Prior Private Programs

During the period from January 1, 2002 to December 31, 2011, Cole Real Estate Investments sponsored 63 privately offered programs, including four limited partnerships, four debt offerings, 27 Delaware Statutory Trusts, 26 tenant-in-common programs, and CCPT I, a privately offered REIT, each with similar investment objectives to those of this program, and one limited partnership that did not have similar investment objectives to this program. As of December 31, 2011, such privately offered prior programs have raised approximately $654.0 million from approximately 5,900 investors.

With respect to the four privately offered limited partnerships sponsored by Cole Real Estate Investments during the period from January 1, 2002 to December 31, 2011, which had similar investment objectives to this program, affiliates of our advisor have been general partners in each limited partnership. In total, limited partnership interests were sold to approximately 1,400 investors, raising approximately $65.7 million of capital. The foregoing partnerships have purchased in the aggregate 25 properties for an approximate acquisition cost of $171.0 million, of which approximately 68.4% is attributable to 23 single-tenant retail and commercial properties and 31.6% is attributable to two shopping centers. The properties were located in the following states: three in Tennessee; three in Oklahoma; two in California; two in Florida; two in Ohio; and one each in Alabama, Arizona, Indiana, Iowa, Kentucky, Michigan, Missouri, New Mexico, New York, South Carolina, Texas, Virginia and Washington. The properties have been purchased on terms varying from all cash to market rate financing. All of the 25 properties have been sold and each of the limited partnerships has completed operations.

The four privately offered limited partnerships, Cole Credit Property Fund I, LP (CCPF), Cole Credit Property Fund II, LP (CCPF II), Cole Santa Fe Investors, LP and Cole Boulevard Square Investors, LP, achieved average annual returns ranging from approximately 8.07% to approximately 15.36% during the life of the respective partnership through the date of liquidation.

Two of the privately offered limited partnerships, CCPF and CCPF II, disposed an aggregate of 22 properties through a sale to CCPT II for $121.2 million. In accordance with CCPT II’s charter, CCPT II’s board of directors, including all of its independent directors, not otherwise interested in the transactions, approved these purchases as being fair and reasonable to CCPT II at a price in excess of the cost paid by the

 

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affiliated seller, and determined that there was substantial justification for the excess cost. In addition, the limited partners of CCPF and CCPF II approved the sales.

With respect to the one privately offered limited partnership sponsored by Cole Real Estate Investments during the period from January 1, 2002 to December 31, 2011, Cole Growth Opportunity Fund I LP (CGOF), which did not have similar investment objectives to this program, an affiliate of our advisor serves as the general partner. Unlike the investment approach of our sponsor’s other programs, which were designed to provide current income through the payment of cash distributions, CGOF is designed to invest in properties located in high growth markets in the early stages of development, where value added investment strategies could be implemented with the objective of realizing appreciation through the sale or other form of disposition of properties. As of December 31, 2011, CGOF had raised approximately $26.3 million from approximately 400 investors and owned directly, or indirectly through investments in joint ventures, a total of four properties, including three properties in Arizona and one property in Nevada, for an aggregate cost of approximately $27.3 million including development related costs. As of December 31, 2011, none of these properties had been sold.

In addition to the partnerships described above, as of December 31, 2011, affiliates of our advisor had issued an aggregate of approximately $114.2 million in collateralized senior notes through four privately offered debt programs and had acquired an aggregate of 123 single-tenant retail properties, 40 single-tenant commercial properties, three multi-tenant retail properties and one land parcel in 37 states for an aggregate acquisition cost of approximately $1.0 billion. The debt offerings are considered to be prior programs, as proceeds were primarily used to invest in single-tenant income-producing retail and commercial properties. One of the primary purposes of the note programs was to enable Cole Real Estate Investments to acquire assets that might be suitable for its tenant-in-common program and Delaware Statutory Trust program and for acquisition by one of its equity programs pending such time as the respective program had sufficient capital and/or corporate approval to acquire the asset. As of December 31, 2011, 163 of the properties had been sold, of which eight were sold to CCPT I, one land parcel was sold to CGOF, 17 were sold to CCPT II, six were sold to CCPT III, one was sold to CCIT, 26 were sold to participants in Cole Real Estate Investment’s tenant-in-common program, 52 were sold to participants in Cole Real Estate Investment’s Delaware Statutory Trust program and the remaining 52 properties were sold to unrelated third parties. On April 28, 2006, an affiliate of our advisor redeemed at par all of the approximately $28.0 million in collateralized senior notes issued under the first debt offering. On April 6, 2009, an affiliate of our advisor redeemed at par all of the approximately $28.8 million in collateralized senior notes issued under the second debt offering. On March 11, 2011, an affiliate of our advisor redeemed at par all of the approximately $28.7 million in collateralized senior notes issued under the third debt offering.

In addition, Cole Real Estate Investments offered properties to Section 1031 exchange investors through the sale of tenant-in-common ownership interests in such properties. As of December 31, 2011, aggregate ownership interests in 26 properties of approximately $171.4 million had been sold in 26 private offerings of properties located in 15 states. The value of such tenant-in-common ownership interests was determined by the aggregate purchase price, including acquisition costs, of the properties. In addition, Cole Real Estate Investments offered properties through a Delaware statutory trust program whereby beneficial interests were offered in trusts that acquired real property. As of December 31, 2011, aggregate ownership interests in 52 properties of approximately $176.1 million had been sold in 27 private offerings of properties located in 21 states. The value of such beneficial interests was determined by the aggregate purchase price, including acquisition costs, of the real property acquired. Each of the programs described in this paragraph were still in operation as of December 31, 2011 and have similar investment objectives to this program.

On April 6, 2004, CCPT I commenced a private placement of shares of its common stock for $10.00 per share, subject to certain volume and other discounts. CCPT I completed the private placement on September 16, 2005, after having raised aggregate gross proceeds of approximately $100.3 million. As of December 31, 2011, CCPT I had approximately 1,400 investors, and had acquired 42 single-tenant retail properties located in 19 states for an aggregate acquisition cost of approximately $199.1 million. CCPT I has similar investment

 

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objectives to this program. Additionally, as of December 31, 2011, CCPT I had sold one property for $19.1 million. CCPT I disclosed in its private placement memorandum a targeted liquidity event by February 1, 2016. Such targeted date has not yet occurred, and CCPT I has not had a liquidity event. See the Prior Performance Tables for additional information regarding this program.

Upon written request, any potential investor may obtain, without charge, the most recent annual report on Form 10-K filed with the Securities and Exchange Commission by CCPT I within the last 24 months. For a reasonable fee, CCPT I will provide copies of any exhibits to such Form 10-K.

During the period from January 1, 2002 to December 31, 2011, the prior private programs purchased an aggregate of 229 properties located in 40 states. The table below gives information about these properties by region.

 

     Properties Purchased  

Location

   Number      % of Total
Purchase Price
 

South

     113         44.6 %

Midwest

     63         29.4 %

West

     30         20.0 %

Northeast

     23         6.0 %
  

 

 

    

 

 

 
     229         100.0 %
  

 

 

    

 

 

 

Based on the aggregate purchase price of the 229 properties, approximately 76.0% were single-tenant retail properties, approximately 13.8% were shopping centers, approximately 9.4% were single-tenant commercial properties, and approximately 0.8% was land. The following table shows a breakdown of the aggregate amount of the acquisition and development costs of the properties purchased by the prior private real estate programs sponsored by Cole Real Estate Investments as of December 31, 2011:

 

Type of Property

   New     Used     Construction  

Retail/Commercial

     28.0 %     70.8 %     1.2 %

Land

     —          100 %     —     

As of December 31, 2011, these private programs had sold 184, or 86.6% of the total 229 properties purchased, of which 39 properties were sold to CCPT II, six properties were sold to CCPT III, one was sold to CCIT and 138 properties were sold to unrelated third parties. Of the 138 properties sold to unrelated third parties, 26 properties sold to participants in Cole Real Estate Investment’s tenant-in-common program and 52 properties sold to participants in Cole Real Estate Investment’s Delaware Statutory Trust program. The original purchase price of the properties that were sold was approximately $1.2 billion, and the aggregate sales price of such properties was approximately $1.3 billion.

During the three years ended December 31, 2011, the prior private real estate programs purchased one single-tenant commercial property located in San Antonio, Texas for $32.9 million.

Prior Public Programs

Other than our company, Cole Real Estate Investments sponsored four publicly offered REITs, CCPT II, CCPT III, CCIT and Cole Income NAV Strategy, during the period from January 1, 2002 to December 31, 2011. CCPT II, CCPT III, CCIT and Cole Income NAV Strategy each have similar investment objectives to this program. As of December 31, 2011, CCPT II had raised approximately $2.2 billion from approximately 41,000 investors, CCPT III had raised approximately $3.9 billion from approximately 87,000 investors, CCIT had raised approximately $13.5 million from approximately 400 investors and Cole Income NAV Strategy had raised $10.0 million from one investor, an affiliate of our sponsor. For more detailed information about the experience of our

 

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sponsor in raising and investing funds for CCPT II and CCPT III and compensation paid to the sponsors of CCPT II, CCPT III, CCIT and Cole Income NAV Strategy, see Tables I and II of the Prior Performance Tables.

On June 27, 2005, CCPT II commenced an initial public offering of shares of its common stock for $10.00 per share, subject to certain volume and other discounts, in a primary offering, and for $9.50 per share pursuant to a distribution reinvestment plan. CCPT II terminated its initial public offering on May 22, 2007 and commenced a follow-on public offering on May 23, 2007. Pursuant to the follow-on offering, CCPT II offered and sold shares of its common stock for $10.00 per share, subject to certain volume and other discounts, in a primary offering, and for $9.50 per share pursuant to its distribution reinvestment plan. CCPT II terminated its follow-on offering on January 2, 2009, although it continues to offer and sell shares of its common stock to existing CCPT II stockholders pursuant to its distribution reinvestment plan. As of December 31, 2011, CCPT II had raised approximately $2.2 billion from approximately 41,000 investors and had acquired 419 single-tenant retail properties, 312 single-tenant commercial properties, and 22 multi-tenant retail properties in an aggregate of 45 states and the U.S. Virgin Islands for an aggregate acquisition cost of approximately $3.3 billion. CCPT II also acquired indirect interests in one multi-tenant retail property through an unconsolidated joint venture for approximately $53.7 million and in a ten self-storage property portfolio through an unconsolidated joint venture for approximately $70.7 million. CCPT II disclosed in its prospectus a targeted liquidity event by May 22, 2017. On June 28, 2011, CCPT II disclosed that Cole Real Estate Investments is actively exploring options to successfully exit CCPT II’s portfolio. CCPT II has stated that the potential exit strategies it is evaluating include, but are not limited to, a sale of the company or all or a portion of its portfolio, a merger or other business combination, or a listing of the company’s stock on a national securities exchange. Such targeted liquidity date has not yet occurred, and CCPT II has not finalized a plan for, or had, a liquidity event.

On October 1, 2008, CCPT III commenced an initial public offering of shares of its common stock for $10.00 per share, subject to certain volume and other discounts, in a primary offering, and for $9.50 per share pursuant to a distribution reinvestment plan. CCPT III terminated its initial public offering on October 1, 2010 and commenced a follow-on public offering on October 1, 2010. Pursuant to the follow-on offering, CCPT III sold shares of its common stock for $10.00 per share, subject to certain volume and other discounts, in a primary offering, and for $9.50 per share pursuant to its distribution reinvestment plan. CCPT III ceased issuing shares in its follow-on offering on April 27, 2012, although it continues to offer and sell shares of its common stock to existing CCPT III stockholders pursuant to its distribution reinvestment plan. As of December 31, 2011, CCPT III had raised approximately $3.9 billion from approximately 87,000 investors and had acquired 502 single-tenant retail properties, 135 single-tenant commercial properties, 53 multi-tenant retail properties, and 3 land parcels under construction in an aggregate of 47 states for an aggregate acquisition cost of approximately $5.2 billion, or a total of 693 properties, which includes three consolidated joint ventures. In addition, through two unconsolidated joint venture arrangements, as of December 31, 2011, CCPT III had interests in seven properties comprising 935,000 gross rentable square feet of commercial space. CCPT III disclosed in its prospectus that, while it does not have a fixed liquidity event date, if it does not list its shares of common stock on a national securities exchange by October 1, 2020, CCPT III’s charter requires that it either seek stockholder approval of an extension or elimination of the listing deadline or stockholder approval of the liquidation and dissolution of CCPT III. If CCPT III does not obtain either such stockholder approval, its charter does not require a liquidity event and CCPT III could continue to operate as before.

The offering price for CCPT III’s shares of common stock is not based on the expected book value or expected net asset value of CCPT III’s proposed investments, or its expected operating cash flows. Although CCPT III’s board of directors may do so at any time in its discretion, it is not anticipated that CCPT III’s board of directors will undertake a process for estimating the per share value of CCPT III’s common stock for the 18-month period following the termination of the follow-on offering.

 

 

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CCPT III’s share redemption program provides, in general, that the number of shares CCPT III may redeem are limited to 5% of the weighted average number of shares outstanding during the trailing twelve-month period prior to the end of the fiscal quarter for which redemptions are paid. In addition, the cash available for redemption is limited to the proceeds from the sale of shares pursuant to our distribution reinvestment plan. As of December 31, 2011, CCPT III has redeemed in full all valid redemption requests received in good order. A valid redemption request is one that complies with the applicable requirements and guidelines of CCPT III’s share redemption program.

On February 10, 2011, CCIT commenced an initial public offering of shares of its common stock for $10.00 per share, subject to certain volume and other discounts, in a primary offering, and for $9.50 per share pursuant to a distribution reinvestment plan. As of December 31, 2011, CCIT had raised approximately $13.5 million from approximately 400 investors and had acquired one single-tenant commercial property for an acquisition cost of approximately $32.9 million.

CCIT’s share redemption program provides, in general, that the number of shares CCIT may redeem are limited to 5% of the weighted average number of shares outstanding during the trailing twelve-month period prior to the end of the fiscal quarter for which redemptions are paid. In addition, the cash available for redemption is limited to the proceeds from the sale of shares pursuant to its distribution reinvestment plan. As of December 31, 2011, CCIT had not received any redemption requests or redeemed any shares under its share redemption program.

On December 6, 2011, Cole Income NAV Strategy commenced an initial public offering of up to $4.0 billion in shares of its common stock at an initial offering price of $15.00 per share. The conditions of the escrow agreement were satisfied on December 7, 2011, and thereafter, the per share purchase price of Cole Income NAV Strategy’s common stock varies from day-to-day, and on any given business day is equal to its net asset value (NAV) divided by the number of shares of its common stock outstanding as of the end of business on such day. The purchase price for shares under the distribution reinvestment program will be equal to the NAV per share on the date that the distribution is payable, after giving effect to the distribution. As of December 31, 2011, Cole Income NAV Strategy had raised approximately $10.0 million from Cole Holdings Corporation, an affiliate of our sponsor, and had acquired eight single-tenant retail properties and one multi-tenant retail property in an aggregate of seven states for an aggregate acquisition cost of approximately $31.0 million.

Cole Income NAV Strategy’s share redemption program provides that, in each calendar quarter, net redemptions will be limited to 5% of Cole Income NAV Strategy’s total NAV as of the end of the immediately preceding quarter. If less than the full 5% limit available for a quarter is used, the unused percentage will be carried over to the next quarter, but the maximum carryover percentage cannot exceed 15% in the aggregate, and net redemptions in any quarter may not exceed 10% of the prior quarter end’s NAV. In the event that redemptions exceed the quarterly limit, additional redemption limitations will apply in the following quarter. As of December 31, 2011, Cole Income NAV Strategy had not received any redemption requests and had not redeemed any shares under its share redemption program.

 

 

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During the period from January 1, 2002 to December 31, 2011, the prior public real estate programs purchased 1,456 properties located in 47 states and the U.S. Virgin Islands. The table below gives information about these properties by region.

 

     Properties Purchased  

Location

   Number      % of Total
Purchase Price
 

South

     820         47.7 %

Midwest

     380         22.3 %

West

     141         21.7 %

Northeast

     114         8.2 %

U.S. Virgin Islands

     1         0.1 %
  

 

 

    

 

 

 
     1,456         100.0 %
  

 

 

    

 

 

 

Based on the aggregate purchase price of the 1,456 properties, approximately 50.0% were single-tenant retail properties, approximately 25.8% were single-tenant commercial properties, approximately 24.1% were multi-tenant retail properties, and approximately 0.1% was land.

The following table shows a breakdown of the aggregate amount of the acquisition and development costs of the properties purchased by the prior public real estate programs sponsored by Cole Real Estate Investments as of December 31, 2011:

 

Type of Property

   New     Used     Construction  

Retail/Commercial

     10.3 %     89.7 %     —     

Land

     —          0.4 %     99.6

As of December 31, 2011, the prior public programs had not sold any of the 1,456 properties purchased by these public programs; however, on September 30, 2011, CCPT II sold 100% of its interest in the unconsolidated joint venture that owned and operated ten self-storage properties for gross cash proceeds of $19.1 million.

During the three years ended December 31, 2011, the prior public real estate programs had purchased 782 properties located in 47 states. The table below gives information about these properties by region.

 

     Properties Purchased  

Location

   Number      % of Total
Purchase Price
 

South

     405         45.7 %

Midwest

     216         18.7 %

West

     83         26.3 %

Northeast

     78         9.3 %
  

 

 

    

 

 

 
     782         100.0 %
  

 

 

    

 

 

 

Based on the aggregate purchase price of the 782 properties, approximately 47.4% were single-tenant retail properties, approximately 26.3% were single-tenant commercial properties, approximately 26.2% were multi-tenant retail properties, and approximately 0.1% was land. A total of 37 of the properties were purchased with a combination of offering proceeds and mortgage notes payable and the remaining 745 properties were purchased solely using offering proceeds.

Upon written request, any potential investor may obtain, without charge, the most recent annual report on Form 10-K filed with the Securities and Exchange Commission by CCPT II, CCPT III, CCIT and Cole Income NAV Strategy within the last 24 months. For a reasonable fee, CCPT II, CCPT III, CCIT and Cole Income NAV Strategy will provide copies of any exhibits to such Form 10-K.

 

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Liquidity Track Record

Prior Private Programs

Of the 63 prior private programs sponsored by Cole Real Estate Investments discussed above, 34 of them disclosed a targeted date or time frame for liquidation in their private placement memorandum. Of the 34 programs that made such disclosure, five programs liquidated by the date or within the time frame set forth in their private placement memorandum. With respect to the remaining 29 programs that made such disclosure, the targeted date or time frame for liquidation has not yet occurred, and those programs were still in operation as of December 31, 2011.

Prior Public Programs

Of the four prior public programs sponsored by Cole Real Estate Investments discussed above, two of them, CCPT II and CCPT III, disclosed in their prospectus a targeted date or time frame for listing their shares on a national securities exchange or seeking stockholder approval of either (1) an extension or elimination of the listing deadline, or (2) a liquidation. With respect to each of the programs, the targeted date or time frame for listing or seeking such stockholder approval has not yet occurred, and the programs are still in operation as of December 31, 2011. CCIT has not established a targeted date or time frame for pursuing a liquidity event, although it has disclosed in its prospectus that it expects to engage in a strategy to provide its investors with liquidity at a time and in a method recommended by its advisor and determined by its independent directors to be in the best interests of its stockholders. Accordingly, the timing and method of any liquidity event for CCIT is undetermined as of December 31, 2011. Cole Income NAV Strategy is structured as a perpetual-life, non-exchange traded REIT, which means that, subject to regulatory approval of registrations for additional future offerings, it will be selling shares of its common stock on a continuous basis and for an indefinite period of time.

Adverse Business and Other Developments

Adverse changes in general economic conditions have occasionally affected the performance of the prior programs. The following discussion presents a summary of significant adverse business developments or conditions experienced by Cole Real Estate Investment’s prior programs over the past ten years that may be material to investors in this offering.

Share Valuation

CCPT I stated in its private placement memorandum that after two years from the last offering of its shares of common stock, CCPT I would provide an estimated value per share for the principal purpose of assisting fiduciaries of plans subject to the annual reporting requirements of ERISA, and IRA trustees or custodians, which prepare reports relating to an investment in CCPT I’s shares of common stock. On January 13, 2012, CCPT I announced that its board of directors approved an estimated value of CCPT I’s common stock of $7.95 per share as of December 31, 2011. This is an increase from the previously reported estimated value of CCPT I’s common stock of $7.65 per share estimated value as of December 31, 2010 and 2009, announced by CCPT I on January 13, 2011 and February 1, 2010, respectively. The shares of CCPT I’s common stock were originally sold at a gross offering price of $10.00 per share. The principal reason for the decrease in share value beginning with the December 31, 2009 valuation was a decline in real estate values, despite CCPT I’s properties maintaining a 100% occupancy rate. The decline in values resulted from disruptions in the credit markets and the general economic conditions. In determining an estimated value of CCPT I’s shares of common stock in January 2012, the board of directors of CCPT I relied upon information provided by an independent investment banking firm that specializes in providing real estate financial services, and information provided by CCPT I Advisors. In determining on estimated value of CCPT I’s shares of common stock in January 2011 and February 2010, the board of directors of CCPT I relied on information provided by an independent consultant that specializes in valuing commercial real estate companies, and information provided by CCPT I Advisors. The statements of value were only an estimate and may not reflect the actual value of CCPT I’s shares of common stock. Accordingly, there can be no assurance that the estimated value per share would be realized by CCPT I’s stockholders if they were to attempt to sell their shares or upon liquidation.

 

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In February 2009, FINRA informed broker dealers that sell shares of non-exchange traded REITs that broker dealers may not report, in a customer account statement, an estimated value per share that is developed from data more than 18 months old. To assist broker dealers in complying with the FINRA notice, the board of directors of CCPT II established an estimated value of CCPT II’s common stock of $9.35 per share as of July 27, 2011. This is an increase from the previously reported estimated share value of $8.05 per share announced on June 22, 2010. The shares of CCPT II’s common stock were originally sold at a gross offering price of $10.00 per share. The principal reason for the initial decrease in share value was a decline in real estate values resulting from disruptions in the credit markets and the general economic conditions, in addition to a decline in CCPT II’s occupancy rate to 94%. CCPT II’s occupancy rate increased to 96% as of December 31, 2011. In determining an estimated value of CCPT II’s shares of common stock in July 2011, the board of directors of CCPT II relied upon information provided by an independent investment banking firm that specializes in providing real estate financial services, and information provided by CCPT II Advisors. In determining an estimated value of CCPT II’s shares of common stock in June 2010, the board of directors of CCPT II relied upon information provided by an independent consultant that specializes in valuing commercial real estate companies, and information provided by CCPT II Advisors. The statements of value were only an estimate and may not reflect the actual value of CCPT II’s shares of common stock. Accordingly, there can be no assurance that the estimated value per share would be realized by CCPT II’s stockholders if they were to attempt to sell their shares or upon liquidation. CCPT II’s board of directors is expected to announce an updated estimated value of CCPT II’s shares of common stock within 18 months after July 27, 2011.

Distributions and Redemptions

From June 2005 through February 2010, CCPT I paid a 7.00% annualized distribution rate based upon a purchase price of $10.00 per share. However, beginning in March 2010, CCPT I reduced its annualized distribution rate to 5.00% based on a purchase price of $10.00 per share, or 6.29% based on the most recent estimated value of $7.95 per share. The principal reasons for the lower distribution rate were the approximately $50 million of fixed rate debt that was to mature by year-end 2010 and the prevailing credit markets, which dictated higher interest rates upon refinancing and amortization provisions, requiring CCPT I to pay down a portion of the principal on a monthly basis over the life of the loan.

Pursuant to CCPT I’s share redemption program, the company may use up to 1% of its annual cash flow, including operating cash flow not intended for distributions, borrowings, and capital transactions such as sales or refinancings, to satisfy redemption requests. Accordingly, CCPT I’s board of directors must determine at the beginning of each fiscal year the maximum amount of shares that CCPT I may redeem during that year. CCPT I’s board of directors determined that there was an insufficient amount of cash available for redemptions during the years ending December 31, 2008, 2009, 2010, 2011 and 2012. CCPT I continues to accept redemption requests which are considered for redemption if and when sufficient cash is available to fund redemptions. Requests relating to approximately 284,000 shares remained unfulfilled as of December 31, 2011.

From October 2005 through February 2006, CCPT II paid a 6.00% annualized distribution rate based upon a purchase price of $10.00 per share; from March 2006 through June 2006, CCPT II paid a 6.25% annualized distribution rate based upon a purchase price of $10 per share; from July 2006 through June 2007, CCPT II paid a 6.50% annualized distribution rate based upon a purchase price of $10.00 per share; from July 2007 through June 2009, CCPT II paid a 7.00% annualized distribution rate based upon a purchase price of $10.00 per share; and from July 2009 through the date of this prospectus, CCPT II paid a 6.25% annualized distribution rate based upon a purchase price of $10.00 per share, or a 6.68% annualized distribution rate based on the most recent estimate of the value of $9.35 per share. The principal reason for the reduction of the distribution rate was the drop in the occupancy rate of the CCPT II portfolio from 99% on December 31, 2008, to 95% at September 30, 2009, resulting in lower revenue. CCPT II’s occupancy rate as of December 31, 2011 was 96%.

As of December 31, 2011, CCPT II has paid approximately $536.0 million in cumulative distributions since inception. These distributions were funded by net cash provided by operating activities of approximately $484.6

 

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million, offering proceeds of approximately $9.7 million, net proceeds from the sale of marketable securities of approximately $21.5 million, net proceeds from the sale of CCPT II’s interest in a joint venture of approximately $5.2 million, return of capital from unconsolidated joint ventures of approximately $3.9 million, and net borrowings of approximately $11.1 million. As of December 31, 2011, CCPT II had expensed approximately $9.7 million in cumulative real estate acquisition expenses, which reduced operating cash flows. CCPT II treats its real estate acquisition expenses as funded by offering proceeds. Therefore, for consistency, real estate acquisition expenses are treated in the same manner in describing the sources of distributions, to the extent that distributions paid exceed net cash provided by operating activities.

Pursuant to CCPT II’s share redemption program in effect during 2009, redemptions were limited to 3% of the weighted average number of shares outstanding during the prior calendar year, other than for redemptions requested upon the death of a stockholder. During 2009, CCPT II funded redemptions up to this limit. On November 10, 2009, CCPT II’s board of directors voted to temporarily suspend CCPT II’s share redemption program other than for requests made upon the death of a stockholder, which it continued to accept. The board considered many factors in making this decision, including the expected announcement of an estimated value of CCPT II’s common stock in June 2010 and continued uncertainty in the economic environment and credit markets. On June 22, 2010, CCPT II’s board of directors reinstated the share redemption program, with certain amendments, effective August 1, 2010. Under the terms of the revised share redemption program, during any calendar year, CCPT II will redeem shares on a quarterly basis, up to one-fourth of 3% of the weighted average number of shares outstanding during the prior calendar year (including shares requested for redemption upon the death of a stockholder). In addition, funding for redemptions for each quarter will be limited to the net proceeds received from the sale of shares, in the respective quarter, under CCPT II’s distribution reinvestment plan. These limits might prevent CCPT II from accommodating all redemption requests made in any fiscal quarter or in any twelve month period. During the year ended December 31, 2011, CCPT II received valid redemption requests pursuant to the share redemption program, as amended, relating to approximately 20.4 million shares, including those requests unfulfilled and resubmitted from a previous period, and requests relating to approximately 6.2 million shares were redeemed on a pro rata basis for $55.2 million at an average price of $8.90 per share, of which approximately 1.6 million shares were redeemed subsequent to December 31, 2011. The remaining redemption requests relating to approximately 14.2 million shares went unfulfilled including those requests unfulfilled and resubmitted from a previous period. Requests for redemption that are not fulfilled in a period may be resubmitted by stockholders in a subsequent period. Unfulfilled requests for redemption are not carried over automatically to subsequent redemption periods. A valid redemption request is one that complies with the applicable requirements and guidelines of the share redemption program, as amended.

CCPT III’s board of directors began declaring distributions in January 2009, after the company commenced business operations. CCPT III paid a 6.50% annualized distribution rate based upon a $10.00 per share purchase price for the period commencing on January 6, 2009 through March 31, 2009. During the period commencing on April 1, 2009 and ending on March 31, 2010, CCPT III paid a 6.75% annualized distribution rate based upon a $10.00 per share purchase price. CCPT III paid a 7.00% annualized distribution rate based upon a $10.00 per share purchase price for the period commencing on April 1, 2010 and ending on December 31, 2010. CCPT III paid a 6.50% annualized distribution rate to stockholders of record during the period commencing January 1, 2011 through the date of this prospectus. The principal reason for the reduction of the distribution rate was to align more closely the distribution rate with CCPT III’s present operating income.

As of December 31, 2011, CCPT III has paid approximately $329.3 million in cumulative distributions since inception. These distributions were funded by net cash provided by operating activities of approximately $181.5 million, offering proceeds of approximately $136.7 million, return of capital from unconsolidated joint ventures of approximately $1.1 million, and net borrowings of approximately $10.0 million. As of December 31, 2011, CCPT III had expensed approximately $136.7 million in cumulative real estate acquisition expenses which reduced operating cash flows. CCPT III treats its real estate acquisition expenses as funded by offering proceeds. Therefore, for consistency, real estate acquisition expenses are treated in the same manner in describing the sources of distributions, to the extent that distributions paid exceed net cash provided by operating activities.

 

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Additionally, one of the five privately offered limited partnerships, Cole Santa Fe Investors, LP, suspended distributions to investors due to a tenant bankruptcy beginning with the quarter ending December 31, 2003. On November 30, 2007, the property was sold for approximately $28.5 million, which resulted in a return to investors of 100% of their original investment plus a return of approximately 13.7% per year.

Another privately offered program, Cole Southwest Opportunity Fund, LP, was unable to lease its developed data center facility as a result of the severe downturn in the telecommunications industry. The Phoenix facility was sold for $16.3 million in January 2004, which along with the previous sale of vacant land parcels in Las Vegas, Nevada formerly owned by a wholly-owned subsidiary of Cole Southwest Opportunity Fund, LP, resulted in a return to investors of approximately 83% of their original investment upon liquidation of the limited partnership.

 

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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 months ended March 31, 2012. Unless otherwise defined in this supplement, capitalized terms are defined in such quarterly report.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated unaudited financial statements and the notes thereto included in this prospectus supplement. The following discussion should be read in conjunction with our audited consolidated balance sheet, and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Registration Statement on Form S-11. The terms “we,” “us,” “our” and the “Company” refer to Cole Credit Property Trust IV, 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 in the “Risk Factors” section in our prospectus relating to the Offering.

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 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, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flows. The forward-looking statements should be read in light of the risk factors identified in the “Risk Factors” section of our prospectus relating to the Offering.

Management’s discussion and analysis of financial condition and results of operations are based upon our condensed consolidated unaudited financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

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Overview

We were formed on July 27, 2010, and we intend to qualify as a REIT beginning with the taxable year ending December 31, 2012. We intend to use substantially all of the net proceeds from our offering to acquire and operate a diverse portfolio of retail and other income-producing commercial properties, which are leased to creditworthy tenants under long-term leases. We expect that most of the properties will be strategically located throughout the United States and U.S. protectorates and subject to long-term triple net or double net leases, whereby the tenant will be obligated to pay for all or most of the expenses of maintaining the property (including real estate taxes, special assessments and sales and use taxes, utilities, insurance, building repairs and common area maintenance related to the property). We generally intend to hold each property we acquire for an extended period, of more than seven years.

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 world-wide banking system. These disruptions severely impacted the availability of credit and contributed to rising costs associated with obtaining credit. Since 2010, the volume of mortgage lending for commercial real estate has been increasing and lending terms improved; however, such lending activity continues to be significantly less than previous levels. Although lending market conditions have improved and they continue to improve, certain factors continue to negatively affect the lending environment, including the sovereign credit issues of certain countries in the European Union. 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, short-term variable rate loans, assuming existing mortgage loans in connection with property acquisitions, or entering into interest rate lock or swap agreements, or any combination of the foregoing.

The economic downturn has led to high unemployment rates and a decline in consumer spending. These economic trends have adversely impacted the retail and real estate markets by causing higher tenant vacancies, declining rental rates and declining property values. In 2011 and the first quarter of 2012, the economy improved and continues to show signs of recovery. Additionally, the real estate markets have experienced an improvement in property values, occupancy and rental rates; however, in many markets property values, occupancy and rental rates continue to be below those previously experienced before the economic downturn. These factors may impact us as we acquire properties and begin principal operations.

Results of Operations

As of March 31, 2012, we had not broken escrow in our initial public offering or acquired any investments. For the three months ended March 31, 2012, we incurred a net loss of $35,000, which related to general and administrative expenses consisting of board of directors’ fees and legal fees.

Our management is not aware of any material trends or uncertainties, other than national economic conditions affecting real estate and the debt markets generally that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the acquisition and operation of real properties and real estate-related investments.

Distributions

On February 23, 2012, our board of directors authorized a daily distribution, based on 366 days in the calendar year, of $0.001707848 per share (which equates to 6.25% on an annualized basis calculated at the current rate, assuming a $10.00 per share purchase price) for stockholders of record as of each day of the period commencing on April 14, 2012, the first day following the release from escrow of the subscription proceeds received in the Offering and ending on June 30, 2012.

 

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Liquidity and Capital Resources

General

Our principal demands for funds will be for real estate and real estate-related investments, for the payment of operating expenses and distributions, for the payment of principal and interest on any outstanding indebtedness and to satisfy redemption requests. Generally, we expect to meet cash needs for items other than acquisitions from our cash flow from operations, and we expect to meet cash needs for acquisitions from the net proceeds of our Offering and from debt financings. We expect the sources of our operating cash flows will primarily be provided by the rental income received from future leased properties. We expect to raise capital through our Offering and to utilize such funds and future proceeds from secured or unsecured financing to complete future property acquisitions.

Short-term Liquidity and Capital Resources

On a short-term basis, our principal demands for funds will be for operating expenses incurred before we have raised the minimum offering of 250,000 shares. We do not expect our operating expenses to be significant until we make an initial investment from the proceeds from the Offering. After we make an initial investment, we expect our principal demands for funds will be for operating expenses, distributions and interest and principal on any future indebtedness. We expect to meet our short-term liquidity requirements through net cash 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 properties. Assuming a maximum offering and assuming all shares available under our DRIP are sold, we expect that approximately 88.1% 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 11.9% will be used for working capital and to pay costs of the offering, including sales commissions and the dealer manager fee, and fees and expenses of our advisor in connection with acquiring properties. CR IV Advisors pays the organizational and other offering costs associated with the sale of our common stock, which we reimburse in an amount up to 2.0% of the gross proceeds of our Offering. As of March 31, 2012, CR IV Advisors had paid offering and organization costs of $1.1 million in connection with our Offering. We had not reimbursed CR IV Advisors for such costs, as such costs were not our liability as subscriptions for the minimum number of shares of common stock were not received and accepted by us as of March 31, 2012. This amount will become payable to CR IV Advisors as the Company raises additional proceeds in the Offering.

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 acquisition related expenses, operating expenses, distributions and redemptions to stockholders and interest and principal on any future indebtedness. We expect to meet our long-term liquidity requirements through proceeds from the sale of our common stock, proceeds from secured or unsecured financings from banks and other lenders, and net cash flows from operations.

We expect that substantially all net cash flows from operations will be used to pay distributions to our stockholders after certain capital expenditures, including tenant improvements and leasing commissions, are paid; however, we may use other sources to fund distributions, as necessary, including proceeds from our Offering and/or future borrowings. 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.

 

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We intend to borrow money to acquire properties and make other investments. There is no limitation on the amount we may borrow against any single improved property. Our borrowings 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 NASAA 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 excess borrowing is approved by a majority of the independent directors and disclosed to our stockholders in the next quarterly report along with the justification for such excess borrowing. We expect that during certain periods of our offering we will have borrowings in excess of these limitations since we will then be in the process of raising our equity capital to acquire our portfolio.

Election as a REIT

We intend to qualify and be taxed as a REIT under the Internal Revenue Code of 1986, as amended beginning with the year ending December 31, 2012. To qualify and maintain status as a REIT, we must 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 would not be subject to federal income tax on taxable income that we distribute to our stockholders so long as we distribute at least 90% of our annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains).

If we fail to qualify 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 qualify as a REIT. We also will be disqualified for the four taxable years following the year during which qualification is 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 qualify for treatment 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 will be subject to certain state and local taxes related to the operations of properties in certain locations.

Critical Accounting Policies and Estimates

Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus, resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. We consider our critical accounting policies to be the following:

 

   

Investment in and Valuation of Real Estate and Related Assets;

 

   

Allocation of Purchase Price of Real Estate and Related Assets;

 

   

Revenue Recognition; and

 

   

Income Taxes.

 

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A complete description of such policies and our considerations as of December 31, 2011 is contained in our Registration Statement on Form S-11, and our critical accounting policies have not changed during the three months ended March 31, 2012. The information included in this prospectus supplement should be read in conjunction with our audited consolidated balance sheet as of December 31, 2011 and related notes thereto, which is contained in our Registration Statement on Form S-11.

Commitments and Contingencies

We expect that we may be subject to certain contingencies and commitments with regard to future transactions. Refer to Note 4 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 CR IV Advisors and its affiliates, whereby we agree to pay certain fees to, or reimburse certain expenses of, CR IV Advisors or its affiliates such as acquisition fees, disposition fees, organization and offering costs, sales commissions, dealer manager fees, advisory fees and reimbursement of certain operating costs. See Note 5 to our condensed consolidated unaudited financial statements in this prospectus supplement for a discussion of the various related-party agreements and fees.

Subsequent Events

Certain events occurred subsequent to March 31, 2012 through the filing date of our Quarterly Report on Form 10-Q. Refer to Note 7 to our condensed consolidated unaudited financial statements included in this prospectus supplement for further explanation. Such events are:

 

   

Status of the Offering;

 

   

Credit Facility and Series C Loan; and

 

   

Investment in Real Estate Assets.

New Accounting Pronouncements

We adopted new accounting pronouncements during the three months ended March 31, 2012. Refer to Note 2 to our condensed consolidated unaudited financial statements included in this prospectus supplement for further explanation.

Off Balance Sheet Arrangements

As of March 31, 2012 and December 31, 2011, we had no material off-balance sheet arrangements that had or are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity or capital resources.

 

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The prospectus is hereby supplemented with the following financial information, which is excerpted from our Quarterly Report on Form 10-Q for the three months ended March 31, 2012.

INDEX TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

 

Condensed Consolidated Unaudited Balance Sheets as of March 31, 2012 and December 31, 2011

     F-2   

Condensed Consolidated Unaudited Statement of Operations for the three months ended
March  31, 2012

     F-3   

Condensed Consolidated Unaudited Statement of Stockholder’s Equity for the three months ended March 31, 2012

     F-4   

Condensed Consolidated Unaudited Statement of Cash Flows for the three months ended
March  31, 2012

     F-5   

Notes to Condensed Consolidated Unaudited Financial Statements

     F-6   

 

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COLE CREDIT PROPERTY TRUST IV, INC.

CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEETS

 

     March 31,
2012
    December 31,
2011
 
ASSETS     

Cash and cash equivalents

   $ 198,874      $ 200,000   

Restricted cash

     975,950        —     
  

 

 

   

 

 

 

Total assets

   $ 1,174,824      $ 200,000   
  

 

 

   

 

 

 
LIABILITIES & STOCKHOLDER’S EQUITY     

Accrued expenses

   $ 34,062      $ —     

Escrowed investor proceeds

     975,950        —     
  

 

 

   

 

 

 

Total liabilities

     1,010,012        —     
  

 

 

   

 

 

 

Commitments and contingencies

    

STOCKHOLDER’S EQUITY

    

Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued and outstanding

     —          —     

Common stock, $.01 par value; 490,000,000 shares authorized, 20,000 shares issued and outstanding

     200        200   

Capital in excess of par value

     199,800        199,800   

Accumulated deficit

     (35,188     —     
  

 

 

   

 

 

 

Total stockholder’s equity

     164,812        200,000   
  

 

 

   

 

 

 

Total liabilities and stockholder’s equity

   $ 1,174,824      $ 200,000   
  

 

 

   

 

 

 

 

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

 

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COLE CREDIT PROPERTY TRUST IV, INC.

CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF OPERATIONS

 

     Three Months Ended
March 31, 2012
 

Expenses:

  

General and administrative expenses

   $ 35,188   
  

 

 

 

Net loss

   $ (35,188
  

 

 

 

Weighted average number of common shares outstanding

     20,000   
  

 

 

 

Net loss per common share

   $ (1.76
  

 

 

 

 

 

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

 

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COLE CREDIT PROPERTY TRUST IV, INC.

CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF STOCKHOLDER’S EQUITY

 

     Common Stock      Capital in Excess
of Par Value
     Accumulated
Deficit
    Total
Stockholder’s
Equity
 
     Number of
Shares
     Par Value          

Balance, January 1, 2012

     20,000       $ 200       $ 199,800       $ —        $ 200,000   

Net loss

     —           —           —           (35,188     (35,188
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Balance, March 31, 2012

     20,000       $ 200       $ 199,800       $ (35,188   $ 164,812   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

 

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

 

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COLE CREDIT PROPERTY TRUST IV, INC.

CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS

 

     Three Months Ended
March 31, 2012
 

Cash flows from operating activities

  

Net loss

   $ (35,188

Adjustments to reconcile net loss to net cash used in operating activities

  

Changes in assets and liabilities

  

Accrued expenses

     34,062   
  

 

 

 

Net cash used in operating activities

     (1,126
  

 

 

 

Cash flows from investing activities

  

Change in restricted cash

     (975,950
  

 

 

 

Net cash used in investing activities

     (975,950
  

 

 

 

Cash flows from financing activities

  

Change in escrowed investor proceeds

     975,950   
  

 

 

 

Net cash provided by financing activities

     975,950   
  

 

 

 

Net decrease in cash and cash equivalents

     (1,126

Cash and cash equivalents, beginning of period

     200,000   
  

 

 

 

Cash and cash equivalents, end of period

   $ 198,874   
  

 

 

 

 

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

 

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

March 31, 2011

NOTE 1 — ORGANIZATION AND BUSINESS

Cole Credit Property Trust IV, Inc. (the “Company”) was formed on July 27, 2010 and is a Maryland corporation that intends to qualify as a real estate investment trust (“REIT”) for federal income tax purposes beginning with the year ending December 31, 2012. The Company is the sole general partner of and owns a 99.9% partnership interest in Cole Operating Partnership IV, LP, a Delaware limited partnership (“CCPT IV OP”). Cole REIT Advisors IV, LLC (“CR IV Advisors”), the affiliated advisor to the Company, is the sole limited partner and owner of an insignificant noncontrolling partnership interest of 0.1% of CCPT IV OP. Substantially all of the Company’s business is conducted through CCPT IV OP.

On January 26, 2012, pursuant to a Registration Statement on Form S-11 filed under the Securities Act of 1933, as amended, the Company commenced its initial public offering on a “best efforts” basis of a minimum of 250,000 shares and 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 to be issued pursuant to a distribution reinvestment plan (the “DRIP”) under which the Company’s stockholders may elect to have distributions reinvested in additional shares of common stock at a price of $9.50 per share (the “Offering”). The Company intends to use substantially all of the net proceeds from the Offering to acquire and operate a diversified portfolio of core commercial real estate investments primarily consisting of necessity retail properties located throughout the United States, including U.S. protectorates. The Company expects that the retail properties primarily will be single-tenant properties and multi-tenant “power centers” anchored by large, creditworthy national or regional retailers. The Company expects that the retail properties typically will be subject to long-term triple net or double net leases, whereby the tenant will be obligated to pay for most of the expenses of maintaining the property. As of March 31, 2012, the Company has not acquired any properties.

Pursuant to the terms of the Offering, the Company is required to deposit all subscription proceeds in escrow pursuant to the terms of an escrow agreement with UMB Bank, N.A. (the “Escrow Agreement”) until the Company receives subscriptions aggregating at least $2.5 million, excluding subscriptions received from the Company’s advisor or its affiliates. As of March 31, 2012, the Company had $976,000 in investor proceeds held in escrow.

Subsequent to March 31, 2012, the Company satisfied certain conditions of the Escrow Agreement and on April 13, 2012, issued approximately 308,000 shares of the Company’s common stock in the Offering, resulting in gross proceeds of $3.1 million and commenced principal operations. In addition, the Company has special escrow provisions for residents of Pennsylvania and Tennessee which have not been satisfied as of May 10, 2012 and, therefore, the Company has not accepted subscriptions from residents of Pennsylvania and Tennessee.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary to present a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results.

The accompanying condensed consolidated unaudited financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

 

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

March 31, 2011

 

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

The Company will be required to make subjective assessments as to the useful lives of its depreciable assets. The Company will consider the period of future benefit of each respective asset to determine the appropriate useful life of the assets. Real estate assets will be stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate and related assets will consist of 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 will be expensed as incurred.

Real estate assets, other than land, will be depreciated or amortized on a straight-line basis. The Company expects that the estimated useful lives of the Company’s assets by class will generally be as follows:

 

Building and capital improvements    40 years
Tenant improvements    Lesser of useful life or lease term
Intangible lease assets    Lesser of useful life or lease term

The Company will continually monitor 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 will consider 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 will assess the recoverability of the assets by determining whether the carrying value of the assets will be recovered through the undiscounted cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted cash flows do not exceed the carrying value, 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.

When developing estimates of expected future cash flows, the Company will make 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 the future cash flow analysis could result in a different determination of the property’s 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 as held for sale, the Company will cease depreciation and amortization of the assets related to the property and estimates the fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property, net of selling costs.

 

 

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

March 31, 2011

 

Allocation of Purchase Price of Real Estate and Related Assets

Upon the acquisition of real properties, the Company will allocate 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 will be expensed as incurred. The Company will utilize 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 will obtain an independent appraisal for each real property acquisition. The information in the appraisal, along with any additional information available to the Company’s management, will be used in estimating the amount of the purchase price that will be allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm will have no involvement in management’s allocation decisions other than providing this market information.

The fair values of above market and below market lease values will be 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 will generally be 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 values will be capitalized as intangible lease assets or liabilities, respectively. Above market lease values will be amortized as a reduction of rental income over the remaining terms of the respective leases. Below market leases will be 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 will evaluate 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 values relating to that lease would be recorded as an adjustment to rental income.

The fair values of in-place leases will 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 will include commissions and other direct costs and will be 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 will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease, will be capitalized as intangible lease assets and will be 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 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.

 

 

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

March 31, 2011

 

The determination of the fair values of the real estate and related assets and liabilities acquired will require 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.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturities when purchased of three months or less to be cash equivalents. The Company considers investments in highly liquid money market accounts to be cash equivalents.

Restricted Cash

Restricted cash as of March 31, 2012 consists of escrowed investor proceeds of $976,000 for which shares of common stock had not been issued.

Concentration of Credit Risk

As of March 31, 2012, the Company had no cash on deposit in excess of federally insured levels. The Company limits significant cash holdings 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.

Revenue Recognition

The Company expects that certain properties will have leases where minimum rental payments increase during the term of the lease. The Company will record rental income for the full term of each lease on a straight-line basis. When the Company acquires a property, the terms of existing leases will be considered to commence as of the acquisition date for the purposes of determining this calculation. The Company will defer the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved.

Income Taxes

The Company intends to qualify and make an election to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ending December 31, 2012. If the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes its taxable income to its stockholders, and so long as it distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

Offering and Related Costs

CR IV Advisors funds all of the organization and offering costs on the Company’s behalf and may be reimbursed for such costs up to 2.0% of gross proceeds from the Offering, excluding selling commissions and the dealer manager fees of 7.0% and 2.0%, respectively. As of March 31, 2012, CR IV Advisors had incurred $1.1 million of costs related to the organization of the Company and the Offering. These costs are not included in the financial statements of the Company as of March 31, 2012 because such costs were not a liability of the

 

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

March 31, 2011

 

Company as subscriptions for the minimum number of shares of common stock were not received and accepted by the Company. This amount will become payable to CR IV Advisors as the Company raises additional proceeds in the Offering. When recorded by the Company, organization costs will be expensed as incurred and the offering costs, which include items such as legal and accounting fees, marketing and personnel, promotional and printing costs, will be recorded as a reduction of capital in excess of par value along with selling commissions and dealer manager fees in the period in which they become payable.

Stockholder’s Equity

As of March 31, 2012, the Company was authorized to issue 490.0 million shares of common stock and 10.0 million shares of preferred stock. All shares of such stock have a par value of $0.01 per share. On August 11, 2010, the Company sold 20,000 shares of common stock, at $10.00 per share, to Cole Holdings Corporation, the indirect owner of the Company’s advisor and dealer-manager. The Company’s board of directors may amend the charter to authorize the issuance of additional shares of capital stock without obtaining shareholder approval. The par value of investor proceeds raised from the Offering will be classified as common stock, with the remainder allocated to capital in excess of par value.

Distributions Payable and Distribution Policy

In order to qualify and maintain its status as a REIT, the Company is required to, among other things, make distributions each taxable year equal to at least 90% of its taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). To the extent that funds are available, the Company intends to pay regular distributions to stockholders. Distributions are paid to stockholders of record as of applicable record dates. The Company has not yet elected, and has not yet qualified, to be taxed as a REIT.

The Company’s board of directors authorized a daily distribution, based on 366 days in the calendar year, of $0.001707848 per share (which equates to 6.25% 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 April 14, 2012, the first day following the release from escrow of the subscription proceeds received in the Offering, and ending on June 30, 2012. As of March 31, 2012, the requirements of the Escrow Agreement had not been met and the Company had no distributions payable.

Redeemable Common Stock

Under the Company’s share redemption program, the Company’s requirement to redeem its shares is limited to the net proceeds received by the Company from the sale of shares under the DRIP, net of shares redeemed to date. As of March 31, 2012 and December 31, 2011, the Company had not issued shares of common stock under the DRIP and had not redeemed any shares. 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 June 2011, the U.S. Financial Accounting Standards Board issued Accounting Standards Update 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 requires the presentation of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 2011-05 became effective for the Company beginning January 1, 2012. The adoption of ASU 2011-05 did not have a material effect on the Company’s consolidated financial statements or disclosures, because the Company’s net loss equals its comprehensive loss.

 

 

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

March 31, 2011

 

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, restricted cash, and accrued expenses – The Company considers the carrying values of these financial instruments to approximate fair value because of the short period of time between their origination and their expected realization.

NOTE 4 — COMMITMENTS AND CONTINGENCIES

Litigation

In the ordinary course of business, the Company may become subject to litigation or claims. The Company is not aware of any pending legal proceedings of which the outcome is reasonably possible to have a material effect on its results of operations, financial condition or liquidity.

Environmental Matters

In connection with the ownership and operation of real estate, the Company potentially may be liable for costs and damages related to environmental matters. In addition, the Company may acquire certain properties that are subject to environmental remediation. The Company intends to carry 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 will have a material effect on its results of operations, financial condition or liquidity.

 

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

March 31, 2011

 

NOTE 5 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

Certain affiliates of the Company will receive fees and compensation in connection with the Offering, and the acquisition, management and sale of assets of the Company; however, there were no transactions which resulted in related party fees to be incurred during the three months ended March 31, 2012.

Offering

Cole Capital Corporation (“Cole Capital”), the Company’s dealer-manager, which is affiliated with our advisor, will receive a selling commission of up to 7.0% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. Cole Capital intends to reallow 100% of selling commissions earned to participating broker-dealers. In addition, Cole Capital will receive up to 2.0% of gross offering proceeds before reallowance to participating broker-dealers as a dealer-manager fee in connection with the Offering. Cole Capital, in its sole discretion, may reallow all or a portion of its dealer-manager fee to such participating broker-dealers.

All other organization and offering expenses associated with the sale of the Company’s common stock (excluding selling commissions and the dealer-manager fee) are paid by CR IV Advisors or its affiliates and could be reimbursed by the Company up to 2.0% of aggregate gross offering proceeds. A portion of the other organization and offering expenses may be underwriting compensation. As of March 31, 2012, CR IV Advisors had paid organization and offering costs of $1.1 million in connection with the Offering. These costs were not included in the financial statements of the Company as of March 31, 2012 because such costs were not a liability of the Company as subscriptions for the minimum number of shares of common stock were not received and accepted by the Company. This amount will become payable to CR IV Advisors as the Company continues to raise additional proceeds in the Offering.

Acquisitions and Operations

CR IV Advisors or its affiliates will receive acquisition fees of up to 2.0% 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, CR IV Advisors or its affiliates will be reimbursed for acquisition expenses incurred in the process of acquiring properties, so long as the total acquisition fees and expenses relating to the transaction does not exceed 6.0% of the contract purchase price.

The Company will pay CR IV 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 $2.0 billion; (2) an annualized rate of 0.70% will be paid on the Company’s average invested assets that are between $2.0 billion to $4.0 billion; and (3) an annualized rate of 0.65% will be paid on the Company’s average invested assets that are over $4.0 billion.

The Company will reimburse CR IV 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) 2.0% of average invested assets, or (2) 25.0% 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 for personnel costs in connection with services for which CR IV Advisors receives acquisition fees or disposition fees.

 

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

March 31, 2011

 

Liquidation/Listing

If CR IV Advisors or its affiliates provides a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of properties, the Company will pay CR IV Advisors or its affiliate a disposition fee in an amount equal to up to one-half of the brokerage commission paid on the sale of property, not to exceed 1.0% of the contract price of the property sold; provided, however, in no event may the disposition fee paid to CR IV 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 6.0% of the contract sales price.

If the Company is sold or its assets are liquidated, CR IV Advisors will be entitled to receive a subordinated performance fee equal to 15.0% of the net sale proceeds remaining after investors have received a return of their net capital invested and an 8.0% annual cumulative, non-compounded return. Alternatively, if the Company’s shares are listed on a national securities exchange, CR IV Advisors will be entitled to a subordinated performance fee equal to 15.0% of the amount by which the market value of the Company’s outstanding stock plus all distributions paid by the Company prior to listing, exceeds the sum of the total amount of capital raised from investors and the amount of distributions necessary to generate an 8.0% annual cumulative, non-compounded return to investors. As an additional alternative, upon termination of the advisory agreement, CR IV Advisors may be entitled to a subordinated performance fee similar to that to which CR IV Advisors would have been entitled had the portfolio been liquidated (based on an independent appraised value of the portfolio) on the date of termination.

NOTE 6 — ECONOMIC DEPENDENCY

Under various agreements, the Company has engaged or will engage CR IV 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 CR IV 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 7 — SUBSEQUENT EVENTS

Status of the Offering

On April 13, 2012, the Company satisfied the conditions of the Escrow Agreement and issued approximately 308,000 shares of the Company’s common stock in the offering, resulting in gross proceeds of $3.1 million to the Company. Upon satisfaction of the conditions of the Escrow Agreement, the Company commenced its principal operations.

As of May 10, 2012, the Company had accepted investors’ subscriptions for, and issued, approximately 976,000 shares of its common stock in the Offering, resulting in gross proceeds to the Company of $9.7 million. In addition, the Company has special escrow provisions for residents of Pennsylvania and Tennessee which have not been satisfied as of May 10, 2012 and, therefore, the Company has not accepted subscriptions from residents of Pennsylvania and Tennessee.

 

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS — (Continued)

March 31, 2011

 

Credit Facility and Series C Loan

Subsequent to March 31, 2012, the Company entered into a revolving bank credit facility (the “Credit Facility”) and a subordinate revolving line of credit with Series C, LLC (“Series C”), an affiliate of the Company’s advisor (the “Series C Loan”). The Credit Facility allows the Company to borrow up to $50.0 million in revolving loans. The Series C Loan has been approved by a majority of the directors (including a majority of the independent directors) not otherwise interested in the transaction as fair, competitive and commercially reasonable and no less favorable to the Company than a comparable loan between unaffiliated parties under the same circumstances. As of May 10, 2012, the borrowing base under the Credit Facility based on the underlying collateral pool for qualified properties and amount outstanding under the Credit Facility was $21.0 million. The Series C Loan allows the Company to borrow up to $10.0 million in revolving loans. As of May 10, 2012, we had $4.7 million outstanding under the Series C Loan.

Investment in Real Estate Assets

Subsequent to March 31, 2012, the Company acquired a 100% interest in nine commercial real estate properties, including two properties acquired from Series C, for an aggregate purchase price of $30.6 million. A majority of the Company’s board of directors (including a majority of the Company’s independent directors) approved the two related party acquisitions as being fair and reasonable to the Company, and determined that the cost to the Company of each property was equal to its cost to Series C (including acquisition related expenses). In addition, the purchase price of each property, exclusive of closing costs, was less than its current appraised value, as determined by an independent third party appraiser. The acquisitions were funded with net proceeds of the Offering and with borrowings from the Credit Facility and the Series C Loan. The Company has not completed its initial purchase price allocations with respect to these properties. Acquisition related expenses totaling $764,000 were expensed as incurred.

 

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Appendix A – Prior Performance Tables

The following information supersedes and replaces the section of our prospectus captioned “Appendix A – Prior Performance Tables” beginning on page A-1 of the prospectus:

APPENDIX A

PRIOR PERFORMANCE TABLES

 

The prior performance tables that follow present certain information regarding certain real estate programs previously sponsored by entities affiliated with our sponsor, Cole Real Estate Investments. The Company has presented all prior programs subject to public reporting requirements (“Prior Public Real Estate Programs”) that have similar investment objectives to this offering. In determining which Prior Public Real Estate Programs have similar investment objectives to this offering, the Company considered factors such as the type of real estate acquired by the program, the extent to which the program was designed to provide current income through the payment of cash distributions or to protect and preserve capital contributions, and the extent to which the program seeks to increase the value of the investments made in the program. The information in this section should be read together with the summary information in this prospectus under “Prior Performance Summary.”

These tables contain information that may aid a potential investor in evaluating the program presented. However, the information contained in these tables does not relate to the properties held or to be held by us, and the purchase of our shares will not create any ownership interest in the programs included in these tables.

 

   

Table I — Experience in Raising and Investing Funds;

 

   

Table II — Compensation to Sponsor;

 

   

Table III — Operating Results of Prior Programs; and

 

   

Table V — Sales or Disposals of Properties.

Table IV (Results of Completed Programs) has been omitted since none of the Prior Public Real Estate Programs sponsored by Cole Real Estate Investments have completed their operations and sold all of their properties during the five years ended December 31, 2011.

For information regarding the acquisitions of properties by Prior Public Real Estate Programs sponsored by Cole Real Estate Investments, see Table VI contained in Part II of our registration statement, which is not a part of this prospectus. We will provide a copy of Table VI to you upon written request and without charge.

 

Past performance is not necessarily indicative of future results.

 

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TABLE I

EXPERIENCE IN RAISING AND INVESTING FUNDS (UNAUDITED)

 

This table provides a summary of the experience of the sponsors of Prior Public Real Estate Programs for which offerings have been closed since January 1, 2009. Information is provided with regard to the manner in which the proceeds of the offerings have been applied. Also set forth below is information pertaining to the timing and length of these offerings and the time period over which the proceeds have been invested in the properties. All figures are as of December 31, 2011.

 

     Cole Credit Property
Trust II, Inc.(5)
    Cole Credit Property
Trust III, Inc.(6)
 

Dollar amount offered

   $ 2,270,000,000      $ 5,227,500,000   

Dollar amount raised

     2,222,545,871        3,892,478,547   

Percentage amount raised

     100.0     100.0

Less offering expenses:

    

Selling commissions and discounts retained by affiliates

     6.1     6.7

Organizational expenses(1)

     0.7     1.3

Other(2)

     1.6     1.9

Reserves

     0.1     0.1

Percent available for investment

     91.5     90.0

Acquisition costs:(3)

    

Prepaid items and fees related to purchase of property

     1.1     0.5

Cash down payment

     88.4     87.5

Acquisition fees(4)

     2.0     2.0

Other

              
  

 

 

   

 

 

 

Total acquisition cost

     91.5     90.0

Percent leverage

     51     44

Date offering began

     6/27/2005        10/15/2008   

Length of offering (in months)

     Ongoing        Ongoing   

Months to invest 90% of amount available for investment

     40        23   

 

(1) Organizational expenses include legal, accounting, printing, escrow, filing, recording and other related expenses associated with the formation and original organization of the program.

 

(2) These amounts include fees paid to our dealer manager, an affiliate of our sponsor.

 

(3) Acquisition costs expressed as a percentage represent the costs incurred to acquire real estate with the initial capital raised in the respective offerings and do not include the costs incurred to acquire additional real estate with the proceeds from financing transactions and excess working capital.

 

(4) Acquisition fees include fees paid to the sponsor or its affiliates based upon the terms of the prospectus.

 

(5) These amounts include Cole Credit Property Trust II, Inc.’s initial, follow-on and distribution reinvestment plan offerings. Cole Credit Property Trust II, Inc. began its initial offering on June 27, 2005 and closed its initial offering on May 22, 2007. The total dollar amount registered and available to be offered in the initial offering was $552.8 million. The total dollar amount raised in the initial offering was $547.4 million. Cole Credit Property Trust II, Inc. began its follow-on offering on May 23, 2007 and closed its follow-on offering on January 2, 2009. The total dollar amount registered and available to be offered in the follow-on offering was $1.5 billion. The total dollar amount raised in the follow-on offering was $1.5 billion. It took Cole Credit Property Trust II, Inc. 40 months to invest 90% of the amount available for investment in its initial and follow-on offerings. Cole Credit Property Trust II, Inc. began its distribution reinvestment plan offering on September 18, 2008 and was currently offering shares under this distribution reinvestment plan offering

 

Past performance is not necessarily indicative of future results.

 

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TABLE I

EXPERIENCE IN RAISING AND INVESTING FUNDS (UNAUDITED) — (Continued)

 

  as of December 31, 2011. The total initial dollar amount registered and available to be offered in the distribution reinvestment plan offering is $285.0 million. The total dollar amount raised in the distribution reinvestment plan offering was $204.2 million as of December 31, 2011.

 

(6) These amounts include Cole Credit Property Trust III, Inc.’s initial and follow-on offerings. Cole Credit Property Trust III, Inc. began its initial offering on October 1, 2008 and closed its initial offering on October 1, 2010. The total dollar amount registered and available to be offered in the initial offering was $2.49 billion. The total dollar amount raised in the initial offering was $2.2 billion. Cole Credit Property Trust III, Inc. began its follow-on offering on October 1, 2010. The total dollar amount registered and available to be offered in the follow-on offering was $2.7 billion. The total dollar amount raised in the follow-on offering was $1.7 billion as of December 31, 2011. It took Cole Credit Property Trust III, Inc. 23 months to invest 90% of the amount available for investment in its initial and follow-on offerings.

 

Past performance is not necessarily indicative of future results.

 

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TABLE II

COMPENSATION TO SPONSOR AND AFFILIATES (UNAUDITED)

 

This table sets forth the compensation paid to our sponsor and its affiliates, including compensation paid out of the offering proceeds and compensation paid in connection with the ongoing operations of Prior Public Real Estate Programs. Prior Public Real Estate Programs whose offerings have closed since January 1, 2009 are shown separately with amounts as of December 31, 2011. All other Public Real Estate Programs have been aggregated to show compensation paid during such period. Each of the Prior Public Real Estate Programs for which information is presented below has similar investment objectives to this program.

 

     Cole Credit Property
Trust II, Inc.
     Cole Credit Property
Trust III, Inc.
 

Date offering commenced

     6/27/2005         10/15/2008   

Dollar amount raised

   $ 2,222,545,871       $ 3,892,478,547   

Amount paid to sponsor from proceeds of offering:

     

Underwriting fees

     25,741,562         50,392,069   

Acquisition fees and real estate commissions(1)

     70,308,375         108,034,147   

Advisory fees

               

Other(2)

     39,496,993         74,680,416   

Amount of cash generated from operations before deducting payments to sponsor

     531,579,717         234,418,113   

Amount paid to sponsor from operations:

     

Property management fees

     21,244,134         10,842,636   

Partnership management fees(3)

     34,755,350         29,233,760   

Reimbursements

     8,971,615         12,869,394   

Leasing commissions

     546,695           

Other(4)

     125,260         26,829   

Amount of property sales and refinancing before deducting payments to sponsor

     

Cash(5)

     101,160,077           

Notes

               

Amount paid to sponsor from property sales and refinancing

     

Incentive fees

               

Real estate commissions

     382,000           

Other

               

 

Past performance is not necessarily indicative of future results.

 

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TABLE II

COMPENSATION TO SPONSOR AND AFFILIATES (UNAUDITED) — (Continued)

 

     3 Other Programs
(6)
 

Date offering commenced

     N/A   

Dollar amount raised

   $ 23,494,979  

Amount paid to sponsor from proceeds of offering:

  

Underwriting fees

     1,082,121  

Acquisition fees and real estate commissions(1)

     657,000  

Advisory fees

      

Other(2)

     204,516  

Amount of cash generated from operations before deducting payments to sponsor

     21,714,856  

Amount paid to sponsor from operations:

  

Property management fees

     1,429,894  

Partnership management fees(3)

      

Reimbursements

      

Leasing commissions

      

Other(4)

      

Amount of property sales and refinancing before deducting payments to sponsor

  

Cash(7)

     4,544,733  

Notes

     14,175,000  

Amount paid to sponsor from property sales and refinancing

  

Incentive fees

      

Real estate commissions

     191,000  

Other

      

 

(1) Properties are acquired with a combination of funds from offering proceeds and debt. The acquisition and real estate commissions reported in this table include the total amount of fees paid to the sponsor or its affiliates regardless of the funding source for these costs.

 

(2) Amounts primarily relate to loan coordination fees, a development fee and reimbursement of certain offering costs paid by the sponsor.

 

(3) Amounts primarily relate to asset management fees and expenses.

 

(4) Amounts primarily relate to construction management fees.

 

(5) Amounts herein include gross proceeds received in connection with the sale of one unconsolidated joint venture of $19.1 million and the sale of marketable securities of $82.1 million.

 

(6) Three of the offerings of the Prior Public Real Estate programs aggregated herein were not closed within the past three years and therefore are not shown separately. Amounts presented represent aggregate payments to the sponsor in the most recent three years for Cole Credit Property Trust, Inc., Cole Corporate Income Trust, Inc. and Cole Retail Income Strategy (Daily NAV), Inc. The programs have similar investment objectives to this program.

 

(7) Amounts herein include gross proceeds received in connection with the sale of one property.

 

Past performance is not necessarily indicative of future results.

 

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TABLE III

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (UNAUDITED)

 

The following sets forth the operating results of Prior Public Real Estate Programs sponsored by the sponsor of our program, the offerings of which have been closed since January 1, 2007. The information relates only to public programs with investment objectives similar to this program. All figures are as of December 31 of the year indicated.

 

     Cole Credit Property Trust II, Inc.
June 2005
(Unaudited)
 
     2007      2008      2009     2010     2011  

Gross Revenues

   $ 92,100,308      $ 202,282,667      $ 276,026,961     $ 269,274,321     $ 279,520,082  

Equity in income of unconsolidated joint venture

             470,978        612,432       964,828       665,645  

Profit (loss) on sale of properties

                                   20,749,303 (7) 

Less:

            

Operating expenses(1)

     12,662,270        32,191,062        50,986,169       47,170,233        50,693,841  

Interest expense

     39,075,748        78,063,338        98,996,703       102,976,724       108,185,870  

Depreciation and amortization(2)

     30,482,273        63,858,422        90,750,170       85,162,219       88,246,266  

Impairment of real estate assets

     5,400,000        3,550,000        13,500,000       4,500,435         
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Net Income (loss) — GAAP Basis(3)

   $ 4,480,017      $ 25,090,823      $ 22,406,351     $ 30,429,538     $ 53,809,053  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Taxable income

            

— from operations(4)

   $ 15,703,828      $ 42,432,587      $ 53,168,771     $ 45,529,029     $ 47,403,410 (5) 

— from gain on sale

                                   22,750,362  

Cash generated

            

— from operations

     43,366,041        96,073,918        116,871,698       105,627,000       114,449,000  

— from sales

                                   100,830,000  

— from refinancing

                                     
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Cash generated from operations, sales and refinancing

     43,366,041        96,073,918        116,871,698       105,627,000       215,279,000  

Less: Cash distributions to investors

            

— from operating cash flow

     37,727,364        96,051,343        116,871,698       105,627,000       114,449,000  

— from sales and refinancing

                                   11,195,000  

— from other(6)

                     18,111,554 (8)      23,623,894 (9)      5,359,000 (10) 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Cash generated (deficiency) after cash distributions

     5,638,677        22,575        (18,111,554     (23,623,894     84,276,000  

Less: Special items (not including sales and refinancing)

                                     
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Cash generated (deficiency) after cash distributions and special items

   $ 5,638,677      $ 22,575      $ (18,111,554   $ (23,623,894   $ 84,276,000  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Tax and distribution data per $1,000 invested

            

Federal income tax results:

            

Ordinary income (loss)

            

— from operations

   $ 16.80      $ 21.02      $ 27.24     $ 22.03     $ 25.15  

— from recapture

                                     

Capital gain (loss)

                                   12.07  

Cash distributions to investors

            

Source (on a GAAP basis)

            

— Investment income

     25.00        30.00        26.00       21.90       22.40  

— Return of capital

     37.00        36.00        41.00       40.50       29.20  

— Capital gain

                                   10.90  

Source (on a cash basis)

            

— Sales

                                   5.34  

— Refinancing

                                     

— Operations

     62.00         66.00        58.01       50.99       54.60  

— Other(6)

                     8.99       11.41       2.56  

Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the table

               100

 

Past performance is not necessarily indicative of future results.

 

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TABLE III

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (UNAUDITED) — (Continued)

 

 

    Cole Credit Property Trust III, Inc.
October 2008
(Unaudited)
 
    2008     2009     2010     2011  

Gross Revenues

  $ 3,621     $ 23,503,760     $ 144,833,874     $ 366,649,708  

Equity in income of unconsolidated joint venture

                  (206,200     1,474,801  

Profit (loss) on sale of properties

                           

Less:

       

Operating expenses(1)

    104,769       23,312,360       85,592,289       128,596,358  

Interest expense

           2,538,176       26,311,592       87,436,309  

Depreciation and amortization(2)

           5,474,070       39,326,534       106,322,593  

Net (loss) income including noncontrolling interest

    (101,148     (7,820,846     (6,602,741     45,769,249  

Net (loss) income allocated to noncontrolling interest

                  (309,976     474,501  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to company — GAAP Basis(3)

  $ (101,148   $ (7,820,846   $ (6,602,741   $ 45,294,748  
 

 

 

   

 

 

   

 

 

   

 

 

 

Taxable income

       

— from operations(4)

  $ (101,148   $ (7,820,846   $ 60,372,811     $ 121,091,397 (5) 

— from gain on sale

                           

Cash generated

       

— from operations

    (27,507     74,038       35,790,000       145,681,000  

— from sales

                           

— from refinancing

                           
 

 

 

   

 

 

   

 

 

   

 

 

 

Cash generated from operations, sales and refinancing

    (27,507     74,038       35,792,000       145,681,000  

Less: Cash distributions to investors

       

— from operating cash flow

           74,038       35,792,000       145,681,000  

— from sales and refinancing

                           

— from other(6)

           21,689,962 (11)      76,821,000 (12)      49,196,000 (13) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Cash generated (deficiency) after cash distributions

    (27,507     (21,689,962     (76,821,000     (49,196,000

Less: Special items (not including sales and refinancing)

                           
 

 

 

   

 

 

   

 

 

   

 

 

 

Cash generated (deficiency) after cash distributions and special items

  $ (27,507   $ (21,689,962   $ (76,821,000   $ (49,196,000
 

 

 

   

 

 

   

 

 

   

 

 

 

Tax and distribution data per $1,000 invested

       

Federal income tax results:

       

Ordinary income (loss)

       

— from operations

  $ (505.74   $ (9.02   $ 27.86     $ 36.40  

— from recapture

                           

Capital gain (loss)

                           

Cash distributions to investors

       

Source (on a GAAP basis)

       

— Investment income

           30.00       35.00       60.00  

— Return of capital

           24.00       29.00       37.00  

Source (on a cash basis)

       

— Sales

                           

— Refinancing

                           

— Operations

           0.18       20.34       72.51  

— Other(6)

           53.82       43.66       24.29  

Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the table

          100

 

Past performance is not necessarily indicative of future results.

 

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TABLE III

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (UNAUDITED) — (Continued)

 

 

(1) Operating expenses include management fees and expenses paid to affiliates of the advisor for such services as accounting, property supervision, advisory and asset management services.

 

(2) Depreciation of commercial real property is determined on the straight-line method over an estimated useful life of 40 years. Leasehold interests are amortized over the life of the lease.

 

(3) Cole Credit Property Trust II, Inc. and Cole Credit Property Trust III, Inc. maintain their books on a GAAP basis of accounting.

 

(4) Cash generated from operation generally includes net income plus depreciation and amortization plus any decreases in accounts receivable and accrued rental income or increases in accounts payable minus any increases in accounts receivable and accrued rental income or decreases in accounts payable.

 

(5) Due to the timing of tax return filings, amounts shown represent estimates and may change when tax returns are filed at a future date.

 

(6) Cash distributions to investors from other sources may include sources such as cash flows in excess of distributions from prior periods, borrowings, and proceeds from the issuance of common stock. We consider the real estate acquisition expenses, which reduce cash flow from operations, to have been funded with proceeds from our ongoing public offering of shares of common stock in the offering because the expenses were incurred to acquire real estate investments

 

(7) Consists of gain on the sale of securities of $15.6 million and gain on the sale of unconsolidated joint venture interests of $5.2 million.

 

(8) Consists of proceeds from the offerings of $3.2 million, cash flows from operations in excess of distributions from previous periods of $6.8 million and borrowings of $8.1 million

 

(9) Consists of return of capital from unconsolidated joint ventures of $1.6 million, proceeds from the offerings of $3.4 million, and borrowings of $18.7 million.

 

(10) Consists of return of capital from unconsolidated joint ventures of $2.3 million and proceeds from the offerings of $3.0 million.

 

(11) Consists of proceeds from the issuance of common stock of $18.6 million and borrowings of $3.1 million.

 

(12) Consists of proceeds from the issuance of common stock of $58.7 million and borrowings of $18.1 million.

 

(13) Consists of return of capital from the unconsolidated joint ventures of $1.1 million and proceeds from the issuance of common stock of $48.1 million.

 

Past performance is not necessarily indicative of future results.

 

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TABLE V

SALES OR DISPOSALS OF PROPERTIES (UNAUDITED)

This table provides summary information on the results of sales or disposals of properties since January 1, 2009 by Prior Public Real Estate Programs having similar investment objectives to those of this program. All amounts are through December 31, 2011.

 

                Selling Price, Net of Closing Costs and GAAP Adjustments   Including Closing and Soft Costs  

Property

  Date
Acquired
    Date of
Sale
    Cash
Received
Net  of

Closing Costs
    Mortgage
Balance at

Time of Sale
(1)
    Purchase
Money
Mortgage
Taken Back
by Program
    Adjustments
Resulting
from
Application
of GAAP
    Total (2)         Original
Mortgage
Financing
    Total
Acquisition
Cost, Capital
Improvements,
Closing and
Soft Costs (3)
    Total     Excess
(Deficiency) of
Property
Operating
Cash Receipts
Over Cash
Expenditures
 

Cole Credit
Property Trust, Inc.

                       

CarMax Merriam, KS

    04/04        12/11      $ 4,544,733      $ 14,175,000                    $ 18,719,733 (4)      $ 14,175,000      $ 5,237,436      $ 19,412,436      $ 4,262,437   

Cole Credit
Property
Trust II, Inc.

                       

LBUBS 2007-C2 AJ

    09/08        05/11        29,282,000                             29,282,000 (5)               26,921,503        26,921,503        5,215,399   

JPMCC 2008-C2 A3

    10/08        04/11        18,583,428                             18,583,428 (5)               15,402,491        15,402,491        2,884,531   

GCCFC 2007 GG11 AJ

    11/08        05/11        8,675,000                             8,675,000 (5)               5,119,125        5,119,125        1,501,086   

BSCMS 2007-GG11 T28 AM

    11/08        05/11        5,314,075                             5,314,075 (5)               2,586,098        2,586,098        731,398   

BSCMS 2005-T20 AJ

    01/09        03/11        6,001,875                             6,001,875 (5)               2,547,450        2,547,450        695,554   

BSCMS 2005-PW10 AM

    01/09        03/11        14,203,700                             14,203,700 (5)               7,947,177        7,947,177        1,619,721   

Cole/Spensa MS Portfolio AZ, LLC

    04/09        09/11        18,769,000                             18,769,000 (6)               16,758,494        16,758,494        2,062,493 (7) 

 

(1) Mortgage balance represents face amount and does not represent discounted current value.

 

(2) None of the amounts are being reported for tax purposes on the installment basis.

 

(3) The amounts shown do not include a pro rata share of the original offering costs. There were no carried interest received in lieu of commissions in connection with the acquisition of the property.

 

(4) Cole Credit Property Trust, Inc. recorded a taxable gain of $2.1 million related to the property sale, all of which was a capital gain.

 

(5) Cole Credit Property Trust II, Inc. recorded a taxable gain of $21.5 million related to the sale of six CMBS bonds, all of which was a capital gain.

 

(6) Cole Credit Property Trust II, Inc. recorded a taxable gain of $1.2 million related to the unconsolidated joint venture sale, all of which was a capital gain.

 

(7) This sale represents the disposition of a ten property self-storage portfolio that was owned by Cole Credit Property Trust II, Inc., through an unconsolidated joint venture. Amount included herein represents the distribution payments from the joint venture to Cole Credit Property Trust II, Inc.

Past performance is not necessarily indicative of future results.

 

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