x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland | 47-0983661 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
2398 East Camelback Road, 4th Floor Phoenix, Arizona 85016 | (602) 778-8700 | |
(Address of principal executive offices; zip code) | (Registrant’s telephone number, including area code) |
Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||
None | None | None |
Large accelerated filer | o | Accelerated filer | o | Non-accelerated filer | x | ||
Smaller reporting company | o | Emerging growth company | x |
Item 1. | Financial Statements |
June 30, 2019 | December 31, 2018 | ||||||
ASSETS | |||||||
Real estate assets: | |||||||
Land | $ | 3,245,003 | $ | 3,245,003 | |||
Buildings and improvements | 41,258,770 | 41,258,770 | |||||
Intangible lease assets | 5,101,432 | 5,101,432 | |||||
Total real estate assets, at cost | 49,605,205 | 49,605,205 | |||||
Less: accumulated depreciation and amortization | (4,779,414 | ) | (3,823,287 | ) | |||
Total real estate assets, net | 44,825,791 | 45,781,918 | |||||
Cash and cash equivalents | 1,215,818 | 635,959 | |||||
Rents and tenant receivables | 768,196 | 943,287 | |||||
Prepaid expenses and other assets | 75,732 | 79,198 | |||||
Deferred costs, net | 125,654 | 407,029 | |||||
Total assets | $ | 47,011,191 | $ | 47,847,391 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Credit facility | $ | 24,175,000 | $ | 24,175,000 | |||
Accrued expenses and accounts payable | 403,548 | 683,380 | |||||
Due to affiliates | 157,374 | 188,461 | |||||
Distributions payable | 127,455 | 155,111 | |||||
Deferred rental income | 217,149 | — | |||||
Total liabilities | 25,080,526 | 25,201,952 | |||||
Commitments and contingencies | |||||||
Redeemable common stock | — | 182,158 | |||||
STOCKHOLDERS’ EQUITY | |||||||
Preferred stock, $0.01 par value per share; 10,000,000 shares authorized, none issued and outstanding | — | — | |||||
Class A common stock, $0.01 par value per share; 245,000,000 shares authorized, 2,480,368 and 2,424,682 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 24,781 | 24,179 | |||||
Class T common stock, $0.01 par value per share; 245,000,000 shares authorized, 741,348 and 747,316 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 7,414 | 7,473 | |||||
Capital in excess of par value | 28,681,652 | 28,016,307 | |||||
Accumulated distributions in excess of earnings | (6,783,182 | ) | (5,584,678 | ) | |||
Total stockholders’ equity | 21,930,665 | 22,463,281 | |||||
Total liabilities, redeemable common stock, and stockholders’ equity | $ | 47,011,191 | $ | 47,847,391 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Revenues: | ||||||||||||||||
Rental and other property income | $ | 1,104,195 | $ | 1,101,667 | $ | 2,240,070 | $ | 2,203,361 | ||||||||
Operating expenses: | ||||||||||||||||
General and administrative | 204,244 | 225,244 | 480,019 | 430,797 | ||||||||||||
Property operating | 13,505 | 3,212 | 18,970 | 6,701 | ||||||||||||
Real estate tax | 120,213 | 126,625 | 278,895 | 253,250 | ||||||||||||
Depreciation and amortization | 478,064 | 478,064 | 956,127 | 956,127 | ||||||||||||
Total operating expenses | 816,026 | 833,145 | 1,734,011 | 1,646,875 | ||||||||||||
Operating income | 288,169 | 268,522 | 506,059 | 556,486 | ||||||||||||
Other expense: | ||||||||||||||||
Interest expense and other, net | (429,115 | ) | (475,026 | ) | (856,267 | ) | (955,328 | ) | ||||||||
Net loss | $ | (140,946 | ) | $ | (206,504 | ) | $ | (350,208 | ) | $ | (398,842 | ) | ||||
Class A Common Stock: | ||||||||||||||||
Net loss | $ | (98,880 | ) | $ | (137,053 | ) | $ | (246,837 | ) | $ | (261,705 | ) | ||||
Basic and diluted weighted average number of common shares outstanding | 2,476,044 | 1,752,657 | 2,466,563 | 1,649,891 | ||||||||||||
Basic and diluted net loss per common share | $ | (0.04 | ) | $ | (0.08 | ) | $ | (0.10 | ) | $ | (0.16 | ) | ||||
Class T Common Stock: | ||||||||||||||||
Net loss | $ | (42,066 | ) | $ | (69,451 | ) | $ | (103,371 | ) | $ | (137,137 | ) | ||||
Basic and diluted weighted average number of common shares outstanding | 746,404 | 680,744 | 750,115 | 666,454 | ||||||||||||
Basic and diluted net loss per common share | $ | (0.06 | ) | $ | (0.10 | ) | $ | (0.14 | ) | $ | (0.21 | ) |
Class A Common Stock | Class T Common Stock | Capital in Excess of Par Value | Accumulated Distributions in Excess of Earnings | Total Stockholders’ Equity | ||||||||||||||||||||||
Number of Shares | Par Value | Number of Shares | Par Value | |||||||||||||||||||||||
Balance as of January 1, 2019 | 2,424,682 | $ | 24,179 | 747,316 | $ | 7,473 | $ | 28,016,307 | $ | (5,584,678 | ) | $ | 22,463,281 | |||||||||||||
Issuance of common stock | 47,124 | 471 | 9,112 | 91 | 538,201 | — | 538,763 | |||||||||||||||||||
Equity-based compensation | — | 23 | — | — | 20,603 | — | 20,626 | |||||||||||||||||||
Distributions declared on common stock — $0.15 per common share | — | — | — | — | — | (458,852 | ) | (458,852 | ) | |||||||||||||||||
Commissions on stock sales and related dealer manager fees | — | — | — | — | (30,501 | ) | — | (30,501 | ) | |||||||||||||||||
Other offering costs | — | — | — | — | (5,909 | ) | — | (5,909 | ) | |||||||||||||||||
Distribution and stockholder servicing fees | — | — | — | — | (1,000 | ) | — | (1,000 | ) | |||||||||||||||||
Redemptions of common stock | (5,403 | ) | (54 | ) | — | — | (48,569 | ) | — | (48,623 | ) | |||||||||||||||
Changes in redeemable common stock | — | — | — | — | 42,019 | — | 42,019 | |||||||||||||||||||
Net loss | — | — | — | — | — | (209,262 | ) | (209,262 | ) | |||||||||||||||||
Balance as of March 31, 2019 | 2,466,403 | $ | 24,619 | 756,428 | $ | 7,564 | $ | 28,531,151 | $ | (6,252,792 | ) | $ | 22,310,542 | |||||||||||||
Issuance of common stock | 13,965 | 140 | 6,346 | 64 | 174,469 | — | 174,673 | |||||||||||||||||||
Equity-based compensation | — | 22 | — | — | 20,602 | — | 20,624 | |||||||||||||||||||
Distributions declared on common stock — $0.12 per common share | — | — | — | — | — | (389,444 | ) | (389,444 | ) | |||||||||||||||||
Other offering costs | — | — | — | — | (662 | ) | — | (662 | ) | |||||||||||||||||
Redemptions of common stock | — | — | (21,426 | ) | (214 | ) | (184,047 | ) | — | (184,261 | ) | |||||||||||||||
Changes in redeemable common stock | — | — | — | — | 140,139 | — | 140,139 | |||||||||||||||||||
Net loss | — | — | — | — | — | (140,946 | ) | (140,946 | ) | |||||||||||||||||
Balance as of June 30, 2019 | 2,480,368 | $ | 24,781 | 741,348 | $ | 7,414 | $ | 28,681,652 | $ | (6,783,182 | ) | $ | 21,930,665 |
Class A Common Stock | Class T Common Stock | Capital in Excess of Par Value | Accumulated Distributions in Excess of Earnings | Total Stockholders’ Equity | ||||||||||||||||||||||
Number of Shares | Par Value | Number of Shares | Par Value | |||||||||||||||||||||||
Balance as of January 1, 2018 | 1,436,855 | $ | 14,369 | 631,346 | $ | 6,313 | $ | 18,284,253 | $ | (3,275,779 | ) | $ | 15,029,156 | |||||||||||||
Issuance of common stock | 149,839 | 1,498 | 37,009 | 370 | 1,831,521 | — | 1,833,389 | |||||||||||||||||||
Distributions declared on common stock — $0.15 per common share | — | — | — | — | — | (310,147 | ) | (310,147 | ) | |||||||||||||||||
Commissions on stock sales and related dealer manager fees | — | — | — | — | (133,343 | ) | — | (133,343 | ) | |||||||||||||||||
Other offering costs | — | — | — | — | (18,443 | ) | — | (18,443 | ) | |||||||||||||||||
Distribution and stockholder servicing fees | — | — | — | — | (12,200 | ) | — | (12,200 | ) | |||||||||||||||||
Changes in redeemable common stock | — | — | — | — | (18,552 | ) | — | (18,552 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (192,338 | ) | (192,338 | ) | |||||||||||||||||
Balance as of March 31, 2018 | 1,586,694 | $ | 15,867 | 668,355 | $ | 6,683 | $ | 19,933,236 | $ | (3,778,264 | ) | $ | 16,177,522 | |||||||||||||
Issuance of common stock | 339,009 | 3,390 | 33,820 | 339 | 3,672,459 | — | 3,676,188 | |||||||||||||||||||
Distributions declared on common stock — $0.15 per common share | — | — | — | — | — | (349,079 | ) | (349,079 | ) | |||||||||||||||||
Commissions on stock sales and related dealer manager fees | — | — | — | — | (283,680 | ) | — | (283,680 | ) | |||||||||||||||||
Other offering costs | — | — | — | — | (37,042 | ) | — | (37,042 | ) | |||||||||||||||||
Distribution and stockholder servicing fees | — | — | — | — | (10,773 | ) | — | (10,773 | ) | |||||||||||||||||
Changes in redeemable common stock | — | — | — | — | (15,971 | ) | — | (15,971 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (206,504 | ) | (206,504 | ) | |||||||||||||||||
Balance as of June 30, 2018 | 1,925,703 | $ | 19,257 | 702,175 | $ | 7,022 | $ | 23,258,229 | $ | (4,333,847 | ) | $ | 18,950,661 |
Six Months Ended June 30, | |||||||
2019 | 2018 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (350,208 | ) | $ | (398,842 | ) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization, net | 956,127 | 956,127 | |||||
Amortization of deferred financing costs | 284,378 | 280,500 | |||||
Straight-line rental income | (48,167 | ) | (82,213 | ) | |||
Equity-based compensation | 41,250 | — | |||||
Changes in assets and liabilities: | |||||||
Rents and tenant receivables | 223,258 | 229,028 | |||||
Prepaid expenses and other assets | 3,466 | 86,123 | |||||
Accrued expenses and accounts payable | (279,832 | ) | (447,415 | ) | |||
Deferred rental income | 217,149 | (208,716 | ) | ||||
Due to affiliates | (757 | ) | (58,787 | ) | |||
Net cash provided by operating activities | 1,046,664 | 355,805 | |||||
Cash flows from investing activities: | |||||||
Net cash used in investing activities | — | — | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock | 350,000 | 5,281,829 | |||||
Redemptions of common stock | (232,884 | ) | — | ||||
Offering costs on issuance of common stock | (37,072 | ) | (472,508 | ) | |||
Distribution and stockholder servicing fees paid | (31,330 | ) | (31,021 | ) | |||
Distributions to stockholders | (512,516 | ) | (412,029 | ) | |||
Repayments of credit facility | — | (2,500,000 | ) | ||||
Proceeds from subordinate promissory note | — | 2,200,000 | |||||
Repayment of subordinate promissory note | — | (3,800,000 | ) | ||||
Deferred financing costs paid | (3,003 | ) | (13,286 | ) | |||
Net cash (used in) provided by financing activities | (466,805 | ) | 252,985 | ||||
Net increase in cash and cash equivalents | 579,859 | 608,790 | |||||
Cash and cash equivalents, beginning of period | 635,959 | 351,461 | |||||
Cash and cash equivalents, end of period | $ | 1,215,818 | $ | 960,251 | |||
Supplemental disclosures of non-cash investing and financing activities: | |||||||
Distributions declared and unpaid | $ | 127,455 | $ | 119,690 | |||
Change in accrued distribution and stockholder servicing fees due to affiliate | $ | 1,000 | $ | 22,973 | |||
Common stock issued through distribution reinvestment plan | $ | 363,436 | $ | 227,748 | |||
Supplemental cash flow disclosures: | |||||||
Interest paid | $ | 572,371 | $ | 686,597 | |||
Cash paid for taxes | $ | 4,611 | $ | 4,178 |
Buildings | 40 years |
Site improvements | 15 years |
Tenant improvements | Lesser of useful life or lease term |
Intangible lease assets | Lease term |
June 30, 2019 | December 31, 2018 | ||||||
In-place leases, net of accumulated amortization of $1,175,070 and $943,541, respectively | |||||||
(with a weighted average life remaining of 9.3 years and 9.8 years, respectively) | $ | 3,926,362 | $ | 4,157,891 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
In-place lease amortization | $ | 115,765 | $ | 115,765 | $ | 231,529 | $ | 231,529 |
Amortization | ||||
In-Place Lease | ||||
Remainder of 2019 | $ | 231,529 | ||
2020 | 463,058 | |||
2021 | 463,058 | |||
2022 | 463,058 | |||
2023 | 463,058 | |||
Thereafter | 1,842,601 | |||
Total | $ | 3,926,362 |
During the Six Months Ended June 30, 2019 | ||||||||||||||||
Balance as of December 31, 2018 | Debt Issuance | Repayments | Balance as of June 30, 2019 | |||||||||||||
Credit facility | $ | 24,175,000 | $ | — | $ | — | $ | 24,175,000 | ||||||||
Total debt | $ | 24,175,000 | $ | — | $ | — | $ | 24,175,000 |
Principal Repayments | ||||
Remainder of 2019 | $ | 24,175,000 | ||
2020 | — | |||
2021 | — | |||
2022 | — | |||
2023 | — | |||
Thereafter | — | |||
Total | $ | 24,175,000 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Selling commissions | $ | — | $ | 212,034 | $ | 23,501 | $ | 310,609 | |||||||
Dealer manager fees | $ | — | $ | 71,646 | $ | 7,000 | $ | 106,414 | |||||||
Distribution and stockholder servicing fees (1) | $ | 15,132 | $ | 15,873 | $ | 31,330 | $ | 31,021 | |||||||
Organization and offering costs | $ | 662 | $ | 37,042 | $ | 6,571 | $ | 55,485 |
(1) | Amounts are calculated for the respective periods in accordance with the dealer manager agreement and exclude the estimated liability for future distribution and stockholder servicing fees payable to CCO Capital of $157,000 and $209,000 as of June 30, 2019 and 2018, respectively, which is included in due to affiliates in the condensed consolidated balance sheets with a corresponding decrease to capital in excess of par value. |
Future Minimum Rental Income | ||||
Remainder of 2019 | $ | 1,912,870 | ||
2020 | 3,878,462 | |||
2021 | 3,756,969 | |||
2022 | 3,829,450 | |||
2023 | 3,903,333 | |||
Thereafter | 18,881,113 | |||
Total | $ | 36,162,197 |
Year Ending December 31, | Future Minimum Rental Income | |||
2019 | $ | 3,808,708 | ||
2020 | 3,878,462 | |||
2021 | 3,756,969 | |||
2022 | 3,829,450 | |||
2023 | 3,903,333 | |||
Thereafter | 18,881,112 | |||
Total | $ | 38,058,034 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Fixed rental and other property income | $ | 972,003 | $ | 972,003 | $ | 1,944,005 | $ | 1,944,005 | |||||||
Variable rental and other property income | 132,192 | 129,664 | 296,065 | 259,356 | |||||||||||
Total rental and other property income | $ | 1,104,195 | $ | 1,101,667 | $ | 2,240,070 | $ | 2,203,361 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all. |
• | We are subject to risks associated with tenant, geographic and industry concentrations with respect to our properties. |
• | Our properties, intangible assets and other assets may be subject to impairment charges. |
• | We could be subject to unexpected costs or unexpected liabilities that may arise from dispositions. |
• | We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties and we may suffer delays or be unable to acquire, dispose of, or lease properties on advantageous terms. |
• | We could be subject to risks associated with bankruptcies or insolvencies of tenants or from tenant defaults generally. |
• | We have substantial indebtedness, which may affect our ability to pay distributions, and expose us to interest rate fluctuation risk and the risk of default under our debt obligations. |
• | We may be affected by the incurrence of additional secured or unsecured debt. |
• | We may not be able to achieve profitability. |
• | We may not generate cash flows sufficient to pay our distributions to stockholders or meet our debt service obligations. |
• | We may be affected by risks resulting from losses in excess of insured limits. |
• | We may fail to remain qualified as a REIT for U.S. federal income tax purposes. |
• | Our advisor has the right to terminate the advisory agreement upon 60 days’ written notice without cause or penalty. |
Three Months Ended June 30, | 2019 vs 2018 Increase (Decrease) | Six Months Ended June 30, | 2019 vs 2018 Increase (Decrease) | |||||||||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||||||||||
Rental and other property income | $ | 1,104,195 | $ | 1,101,667 | $ | 2,528 | $ | 2,240,070 | $ | 2,203,361 | $ | 36,709 | ||||||||||||
General and administrative expenses | 204,244 | 225,244 | (21,000 | ) | $ | 480,019 | $ | 430,797 | $ | 49,222 | ||||||||||||||
Property operating expenses | 13,505 | 3,212 | 10,293 | $ | 18,970 | $ | 6,701 | $ | 12,269 | |||||||||||||||
Real estate tax expenses | 120,213 | 126,625 | (6,412 | ) | $ | 278,895 | $ | 253,250 | $ | 25,645 | ||||||||||||||
Depreciation and amortization | 478,064 | 478,064 | — | $ | 956,127 | $ | 956,127 | $ | — | |||||||||||||||
Operating income | 288,169 | 268,522 | 19,647 | $ | 506,059 | $ | 556,486 | $ | (50,427 | ) | ||||||||||||||
Interest expense and other, net | (429,115 | ) | (475,026 | ) | (45,911 | ) | $ | (856,267 | ) | $ | (955,328 | ) | $ | (99,061 | ) | |||||||||
Net loss | (140,946 | ) | (206,504 | ) | (65,558 | ) | $ | (350,208 | ) | $ | (398,842 | ) | $ | (48,634 | ) |
Period Commencing | Period Ending | Daily Distribution Amount (1) | ||
September 23, 2016 | December 31, 2016 | $0.001639344 | ||
January 1, 2017 | March 31, 2019 | $0.001643836 | ||
April 1, 2019 | December 31, 2019 | $0.001369863 |
(1) | Less the per share distribution and stockholder servicing fees that are payable with respect to Class T Shares (as calculated on a daily basis). |
Six Months Ended June 30, | |||||||||||||
2019 | 2018 | ||||||||||||
Amount | Percent | Amount | Percent | ||||||||||
Distributions paid in cash | $ | 512,516 | 59 | % | $ | 412,029 | 64 | % | |||||
Distributions reinvested | 363,436 | 41 | % | 227,748 | 36 | % | |||||||
Total distributions | $ | 875,952 | 100 | % | $ | 639,777 | 100 | % | |||||
Sources of distributions: | |||||||||||||
Net cash provided by operating activities (1) | $ | 875,952 | 100 | % | $ | 355,805 | 56 | % | |||||
Proceeds from issuance of common stock (2) | — | — | % | 283,972 | 44 | % | |||||||
$ | 875,952 | 100 | % | $ | 639,777 | 100 | % |
(1) | Net cash provided by operating activities for the six months ended June 30, 2019 and 2018 was $1.0 million and $355,805, respectively. |
(2) | Prior to the adoption of ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), in April 2017, which clarifies the definition of a business by adding guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses, we treated our real estate acquisition-related fees and expenses as funded by proceeds from the Offering, including proceeds from the DRIP. Therefore, for consistency, proceeds from the issuance of common stock used as a source of distributions for the six months ended June 30, 2018 includes the amount by which real estate acquisition-related fees and expenses have reduced net cash flows from operating activities in prior periods. |
Payments due by period (1) | ||||||||||||||||||||
Total | Less Than 1 Year | 1-3 Years | 3-5 Years | More Than 5 Years | ||||||||||||||||
Principal payments – Credit Facility | $ | 24,175,000 | $ | 24,175,000 | $ | — | $ | — | $ | — | ||||||||||
Interest payments – Credit Facility (2) | 258,971 | 258,971 | — | — | — | |||||||||||||||
Total | $ | 24,433,971 | $ | 24,433,971 | $ | — | $ | — | $ | — |
(1) | The table does not include amounts due to CCI III Management or its affiliates pursuant to our advisory agreement because such amounts are not fixed and determinable. |
(2) | Payment obligations for the Revolving Loans are based on a weighted average interest rate of 4.6% as of June 30, 2019 and reflect a maturity date of September 23, 2019. |
Balance as of June 30, 2019 | ||||
Credit facility | $ | 24,175,000 | ||
Less: Cash and cash equivalents | (1,215,818 | ) | ||
Net debt | $ | 22,959,182 | ||
Gross real estate assets | $ | 49,605,205 | ||
Net debt leverage ratio | 46.3 | % |
• | Allocation of Purchase Price of Real Estate Assets; and |
• | Recoverability of Real Estate Assets. |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Six Months Ended | Year Ended | ||||||||||||
June 30, 2019 | December 31, 2018 | ||||||||||||
Amount | Percent | Amount | Percent | ||||||||||
Distributions paid in cash | $ | 512,516 | 59 | % | $ | 912,391 | 62 | % | |||||
Distributions reinvested | 363,436 | 41 | % | 569,926 | 38 | % | |||||||
Total distributions | $ | 875,952 | 100 | % | $ | 1,482,317 | 100 | % | |||||
Sources of distributions: | |||||||||||||
Net cash provided by operating activities (1) | $ | 875,952 | 100 | % | $ | 1,396,989 | 94 | % | |||||
Proceeds from issuance of common stock (2) | — | — | % | 85,328 | 6 | % | |||||||
$ | 875,952 | 100 | % | $ | 1,482,317 | 100 | % |
(1) | Net cash provided by operating activities for the six months ended June 30, 2019 and for the year ended December 31, 2018 was $1.0 million and $1.4 million, respectively. |
(2) | Prior to the adoption of ASU 2017-01 in April 2017, we treated our real estate acquisition-related fees and expenses as funded by proceeds from the Offering, including proceeds from the DRIP. Therefore, for consistency, proceeds from the issuance of common stock used as a source of distributions for the year ended December 31, 2018 includes the amount by which real estate acquisition-related fees and expenses have reduced net cash flows from operating activities in prior periods. |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Period | Total Number of Shares Redeemed | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||
April 1, 2019 – April 30, 2019 | |||||||||||||
Class A Shares | — | $ | — | — | (1) | ||||||||
Class T Shares | — | $ | — | — | (1) | ||||||||
May 1, 2019 – May 31, 2019 | |||||||||||||
Class A Shares | — | $ | — | — | (1) | ||||||||
Class T Shares | 21,426 | $ | 8.60 | 21,426 | (1) | ||||||||
June 1, 2019 – June 30, 2019 | |||||||||||||
Class A Shares | — | $ | — | — | (1) | ||||||||
Class T Shares | — | $ | — | — | (1) | ||||||||
Total | 21,426 | 21,426 | (1) |
(1) | A description of the maximum number of shares that may be purchased under our share redemption program is included in the narrative preceding this table. |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Mine Safety Disclosures |
Item 5. | Other Information |
Item 6. | Exhibits |
Exhibit No. | Description | |
3.1 | ||
3.2 | ||
3.3 | ||
4.3 | ||
31.1* | ||
31.2* | ||
32.1** | ||
101.INS* | XBRL Instance Document. | |
101.SCH* | XBRL Taxonomy Extension Schema Document. | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
* | Filed herewith. |
** | In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
Cole Office & Industrial REIT (CCIT III), Inc. | ||
(Registrant) | ||
By: | /s/ Nathan D. DeBacker | |
Name: | Nathan D. DeBacker | |
Title: | Chief Financial Officer and Treasurer | |
(Principal Financial Officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of Cole Office & Industrial REIT (CCIT III), Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | August 12, 2019 | /s/ Richard S. Ressler | ||
Name: | Richard S. Ressler | |||
Title: | Chief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of Cole Office & Industrial REIT (CCIT III), Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | August 12, 2019 | /s/ Nathan D. DeBacker | |||
Name: | Nathan D. DeBacker | ||||
Title: | Chief Financial Officer and Treasurer (Principal Financial Officer) |
(i) | the accompanying Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Richard S. Ressler | |||||
Name: | Richard S. Ressler | ||||
Title: | Chief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer) | ||||
/s/ Nathan D. DeBacker | |||||
Name: | Nathan D. DeBacker | ||||
Date: | August 12, 2019 | Title: | Chief Financial Officer and Treasurer (Principal Financial Officer) |
Document and Entity Information - shares shares in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2019 |
Aug. 05, 2019 |
|
Entity Information [Line Items] | ||
Entity Registrant Name | Cole Office & Industrial REIT (CCIT III), Inc. | |
Entity Central Index Key | 0001614976 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,500 | |
Class T Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 731 |
Condensed Consolidated Unaudited Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 245,000,000 | 245,000,000 |
Common stock, shares issued (in shares) | 2,480,368 | 2,424,682 |
Common stock, shares outstanding (in shares) | 2,480,368 | 2,424,682 |
Class T Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 245,000,000 | 245,000,000 |
Common stock, shares issued (in shares) | 741,348 | 747,316 |
Common stock, shares outstanding (in shares) | 741,348 | 747,316 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Revenues: | ||||
Rental and other property income | $ 1,104,195 | $ 1,101,667 | $ 2,240,070 | $ 2,203,361 |
Operating expenses: | ||||
General and administrative | 204,244 | 225,244 | 480,019 | 430,797 |
Property operating | 13,505 | 3,212 | 18,970 | 6,701 |
Real estate tax | 120,213 | 126,625 | 278,895 | 253,250 |
Depreciation and amortization | 478,064 | 478,064 | 956,127 | 956,127 |
Total operating expenses | 816,026 | 833,145 | 1,734,011 | 1,646,875 |
Operating income | 288,169 | 268,522 | 506,059 | 556,486 |
Other expense: | ||||
Interest expense and other, net | (429,115) | (475,026) | (856,267) | (955,328) |
Net loss | (140,946) | (206,504) | (350,208) | (398,842) |
Class A Common Stock | ||||
Other expense: | ||||
Net loss | $ (98,880) | $ (137,053) | $ (246,837) | $ (261,705) |
Basic and diluted weighted average number of common shares outstanding (in shares) | 2,476,044 | 1,752,657 | 2,466,563 | 1,649,891 |
Basic and diluted net loss per common share (in dollars per share) | $ (0.04) | $ (0.08) | $ (0.10) | $ (0.16) |
Class T Common Stock | ||||
Other expense: | ||||
Net loss | $ (42,066) | $ (69,451) | $ (103,371) | $ (137,137) |
Basic and diluted weighted average number of common shares outstanding (in shares) | 746,404 | 680,744 | 750,115 | 666,454 |
Basic and diluted net loss per common share (in dollars per share) | $ (0.06) | $ (0.10) | $ (0.14) | $ (0.21) |
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares |
3 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2019 |
Mar. 31, 2019 |
Jun. 30, 2018 |
Mar. 31, 2018 |
|
Statement of Stockholders' Equity [Abstract] | ||||
Distributions declared (in dollars per share) | $ 0.12 | $ 0.15 | $ 0.15 | $ 0.15 |
Organization and Business |
6 Months Ended |
---|---|
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Cole Office & Industrial REIT (CCIT III), Inc. (the “Company”) is a non-exchange traded real estate investment trust (“REIT”) formed as a Maryland corporation on May 22, 2014, that elected to be taxed, and currently qualifies, as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2017. The Company primarily acquires and operates commercial real estate assets, primarily consisting of single-tenant, income-producing necessity office and industrial properties, which are leased to creditworthy tenants under long-term leases. As of June 30, 2019, the Company owned two office and industrial properties, comprising 391,000 rentable square feet of commercial space located in two states. As of June 30, 2019, the rentable square feet at these properties was 100% leased. Substantially all of the Company’s business is conducted through Cole Corporate Income Operating Partnership III, LP (“CCI III OP”), a Delaware limited partnership, of which the Company is the sole general partner and owns, directly or indirectly, 100% of the partnership interests. The Company is externally managed by Cole Corporate Income Management III, LLC, a Delaware limited liability company (“CCI III Management”), an affiliate of CIM Group, LLC (“CIM”), a vertically-integrated owner and operator of real assets with multidisciplinary expertise and in-house research, acquisition, credit analysis, development, finance, leasing, and asset management capabilities headquartered in Los Angeles, California with offices in Oakland, California; Bethesda, Maryland; Dallas, Texas; New York, New York; Chicago, Illinois; and Phoenix, Arizona. CCO Group, LLC owns and controls CCI III Management, the Company’s advisor, and is the indirect owner of CCO Capital, LLC (“CCO Capital”), the Company’s dealer manager, and CREI Advisors, LLC (“CREI Advisors”), the Company’s property manager. CCO Group, LLC and its subsidiaries (collectively, “CCO Group”) serve as the Company’s sponsor and as a sponsor to Cole Credit Property Trust IV, Inc. (“CCPT IV”), Cole Credit Property Trust V, Inc. (“CCPT V”), Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”) and CIM Income NAV, Inc. (formerly known as Cole Real Estate Income Strategy (Daily NAV), Inc.) (“CIM Income NAV”). On September 22, 2016, the Company commenced its initial public offering on a “best efforts” basis, offering up to a maximum of $3.5 billion in shares of common stock (the “Offering”). Pursuant to the Offering, the Company offered up to $2.5 billion in shares of its common stock pursuant to the primary offering, consisting of two classes of shares: Class A common stock (“Class A Shares”) at a price of $10.00 per share (up to $1.25 billion in shares) and Class T common stock (“Class T Shares”) at a price of $9.57 per share (up to $1.25 billion in shares). Pursuant to the Offering, the Company also offered up to $1.0 billion in shares of its common stock pursuant to the distribution reinvestment plan (the “DRIP”) at a purchase price during the Offering equal to the per share primary offering prices net of selling commissions and dealer manager fees, or $9.10 per share for both Class A Shares and Class T Shares, assuming a $10.00 per Class A Share primary offering price and a $9.57 per Class T Share primary offering price. Effective December 31, 2018, the primary portion of the Offering was terminated, but the Company continued to issue Class A Shares and Class T Shares pursuant to the DRIP portion of the Offering. On March 28, 2019, the Company registered an aggregate of $4,300,000 of Class A Shares and Class T Shares pursuant to a Registration Statement on Form S-3 (Registration No. 333-230565) filed with the U.S. Securities and Exchange Commission (the “SEC”) (the “S-3 Registration Statement”), which was declared effective on April 5, 2019 (the “DRIP Offering” and collectively with the Offering, the “Offerings”). The Company ceased issuing shares in the Offering on April 30, 2019. The unsold Class A Shares and Class T Shares in the Offering of $3.5 billion in the aggregate were subsequently deregistered. The Company began to issue Class A Shares and Class T Shares under the DRIP Offering on May 1, 2019 and will continue to issue shares under the DRIP Offering. On February 13, 2019, the Company’s board of directors (the “Board”) established the Company’s first estimated per share net asset value (“NAV”) of the Company’s common stock, as of December 31, 2018, of $8.60 per share for both Class A Shares and Class T Shares. Distributions are reinvested in shares of the Company’s common stock under the DRIP at the estimated per share NAV as determined by the Board. Additionally, the estimated per share NAV as determined by the Board serves as the per share NAV for the purposes of the share redemption program. Commencing on February 19, 2019, distributions are reinvested under the DRIP at a price of $8.60 per share for both Class A Shares and Class T Shares, the estimated per share NAV as of December 31, 2018, as determined by the Board. Additionally, $8.60 per share serves as the most recent estimated per share NAV for purposes of the share redemption program. The Board will establish an updated per share NAV of the Company’s common stock on at least an annual basis for the purposes of assisting broker dealers in meeting their customer account statement reporting obligations under National Association of Securities Dealers Conduct Rule 2340. The Company's estimated per share NAV is not audited or reviewed by its independent registered public accounting firm. As of June 30, 2019, the Company had issued approximately 3.2 million shares of common stock in the Offerings, including 124,000 shares issued pursuant to the DRIP, for gross proceeds of $31.3 million ($24.0 million in Class A Shares and $7.3 million in Class T Shares) before organization and offering costs, selling commissions and dealer manager fees of $2.3 million. In addition, the Company has paid distribution and stockholder servicing fees for Class T Shares sold in the primary portion of the Offering of $118,000 and accrued an estimated liability for future distribution and stockholder servicing fees payable of $157,000. |
Summary of Significant Accounting Policies |
6 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2019 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying condensed consolidated financial statements. Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2018, and related notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The condensed consolidated financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain amounts in the Company’s prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. The Company combined rental income of $972,000 and tenant reimbursement income of $130,000 for the three months ended June 30, 2018, and rental income of $1.9 million and tenant reimbursement income of $259,000 for the six months ended June 30, 2018, into a single financial statement line item, rental and other property income, in the condensed consolidated statements of operations for the three and six months ended June 30, 2018. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Real Estate Assets Real estate assets are stated at cost, less accumulated depreciation and amortization. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:
Recoverability of Real Estate Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to: bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors; a significant decrease in a property’s revenues due to lease terminations; vacancies; co-tenancy clauses; reduced lease rates; changes in anticipated holding periods; or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value will be determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment indicators were identified and no impairment losses were recorded during the six months ended June 30, 2019 or 2018. Assets Held for Sale When a real estate asset is identified by the Company as held for sale, the Company will cease recording depreciation and amortization of the assets related to the property and estimate its fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount is then recorded to reflect the estimated fair value of the property, net of selling costs. There were no assets identified as held for sale as of June 30, 2019 or December 31, 2018. Allocation of Purchase Price of Real Estate Assets Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases and other intangibles, based in each case on their respective fair values. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. Acquisition-related fees and certain acquisition-related expenses related to asset acquisitions are capitalized and allocated to tangible and intangible assets and liabilities as described above. Leases The Company has lease agreements with lease and non-lease components. The Company has elected to not separate non-lease components from lease components for all classes of underlying assets (primarily real estate assets) and will account for the combined components as rental and other property income. Non-lease components included in rental and other property income include certain tenant reimbursements for maintenance services (including common-area maintenance services or “CAM”), real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. As a lessor, the Company has further determined that this policy will be effective only on a lease that has been classified as an operating lease and the revenue recognition pattern and timing is the same for both types of components. Therefore, Accounting Standards Codification Topic 842, Leases (“ASC 842”), has been applied to these lease contracts for both types of components. The Company does not have material leases where it is the lessee. Significant judgments and assumptions are inherent in not only determining if a contract contains a lease but also the lease classification, terms, payments, and, if needed, discount rates. Judgments include the nature of any options, including if they will be exercised, evaluation of implicit discount rates and the assessment and consideration of “fixed” payments for straight-line rent revenue calculations. Lease costs represent the initial direct costs incurred in the origination, negotiation and processing of a lease agreement. Such costs include outside broker commissions and other independent third-party costs and are amortized over the life of the lease on a straight-line basis. Costs related to salaries and benefits, supervision, administration, unsuccessful origination efforts and other activities not directly related to completed lease agreements are expensed as incurred. Leasing commissions subsequent to successful lease execution are capitalized. Revenue Recognition Rental and other property income is primarily derived from fixed contractual payments from operating leases and, therefore, is generally recognized on a straight-line basis over the term of the lease, which typically begins the date the tenant takes control of the space. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. Variable rental and other property income consists primarily of tenant reimbursements for recoverable real estate taxes and operating expenses which are included in rental and other property income in the period when such costs are incurred, with offsetting expenses in real estate taxes and property operating expenses, respectively, within the condensed consolidated statements of operations. The Company defers the recognition of variable rental and other property income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. The Company continually reviews whether collection of lease-related receivables, including any straight-line rent, and current and future operating expense reimbursements from tenants are probable. The determination of whether collectability is probable takes into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Upon the determination that the collectability of a receivable is not probable, the Company will record a reduction to rental and other property income for amounts previously recorded and a decrease in the outstanding receivable. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability becomes probable. Management’s estimate of the collectability of lease-related receivables is based on the best information available to management at the time of evaluation. The Company does not use a general reserve approach and lease-related receivables are adjusted and taken against rental and other property income only when collectability becomes not probable. Net Loss and Distributions Per Share The Company has two classes of common stock. Accordingly, the Company utilizes the two-class method to determine its earnings per share, which can result in different earnings per share for each of the classes. Under the two-class method, earnings per share of each class of common stock are computed by dividing the sum of the distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares for each class of common stock for the respective period. The distributed earnings to Class T Share common stockholders represents distributions declared less the distribution and stockholder servicing fees paid with respect to Class T Shares sold in the primary portion of the Offering. Diluted income per share, when applicable, considers the effect of any potentially dilutive share equivalents, of which the Company had none for each of the three and six months ended June 30, 2019 or 2018. Distributions per share are calculated based on the authorized daily distribution rate. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. Except as otherwise stated below, the Company is currently evaluating the effect that certain new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s condensed consolidated financial statements. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company used the optional alternative transition method upon adoption of the new standard on January 1, 2019 and used the effective date as the date of initial application. Consequently, financial information was not updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. The Company elected the “package of practical expedients,” which permits the Company to not reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. The adoption of ASU 2016-02 has not had a material impact on the accounting treatment and disclosure of the Company’s net leases, which are the primary source of the Company’s revenues. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which was subsequently amended by ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2018-19”), in November 2018. ASU 2016-13 and the related updates are intended to improve financial reporting requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology under current GAAP. ASU 2018-19 clarified that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. ASU 2016-13 and ASU 2018-19 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently evaluating the impact this amendment will have on its condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This ASU amends and removes several disclosure requirements including the valuation processes for Level 3 fair value measurements. ASU 2018-13 also modifies some disclosure requirements and requires additional disclosures for changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and requires the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The provisions of ASU 2018-13 are effective January 1, 2020 using a prospective transition method for amendments effecting changes in unrealized gains and losses, significant unobservable inputs used to develop Level 3 fair value measurements and narrative description on uncertainty of measurements. The remaining provisions of the ASU are to be applied retrospectively, and early adoption is permitted. The Company is evaluating the impact of this ASU’s adoption, and does not believe this ASU will have a material impact on its condensed consolidated financial statements. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance changes the guidance for determining whether a decision-making fee is a variable interest. Under the new ASU, indirect interests held through related parties under common control will now be considered on a proportional basis when determining whether fees paid to decision makers and service providers are variable interests. Such indirect interests were previously treated the same as direct interests. This ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company is currently assessing the impact that adopting this new standard will have on its condensed consolidated financial statements and footnote disclosures. |
Fair Value Measurements |
6 Months Ended |
---|---|
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS GAAP defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability. The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities: Credit facility — The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. These financial instruments are valued using Level 2 inputs. As of June 30, 2019, the estimated fair value of the Company’s debt was $24.20 million, compared to a carrying value of $24.18 million. As of December 31, 2018, the estimated fair value of the Company’s debt was $24.3 million, compared to a carrying value of $24.2 million. The carrying and fair values exclude net deferred financing costs. Other financial instruments — The Company considers the carrying values of its cash and cash equivalents, tenant receivables, accrued expenses and accounts payable, other liabilities, due to affiliates and distributions payable to approximate their fair values because of the short period of time between their origination and their expected realization as well as their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments. Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize, or be liable for, on disposition of the financial assets and liabilities. As of June 30, 2019 and December 31, 2018, there have been no transfers of financial assets or liabilities between fair value hierarchy levels. |
Real Estate Assets |
6 Months Ended |
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Jun. 30, 2019 | |
Business Combinations [Abstract] | |
REAL ESTATE ASSETS | REAL ESTATE ASSETS During the six months ended June 30, 2019 and 2018, the Company did not acquire any properties. |
Intangible Lease Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INTANGIBLE LEASE ASSETS | INTANGIBLE LEASE ASSETS The Company’s intangible lease assets consisted of the following as of June 30, 2019 and December 31, 2018:
Amortization expense for the in-place leases is included in depreciation and amortization in the accompanying condensed consolidated statements of operations. The following table summarizes the amortization expense related to the in-place lease assets for the three and six months ended June 30, 2019 and 2018:
As of June 30, 2019, the estimated amortization relating to the intangible lease assets is as follows:
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Credit Facility |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CREDIT FACILITY | CREDIT FACILITY As of June 30, 2019, the Company had $24.2 million of debt outstanding, with a weighted average interest rate of 4.6% and a weighted average term to maturity of three months. The following table summarizes the debt balances as of June 30, 2019 and December 31, 2018 and the debt activity for the six months ended June 30, 2019:
Credit Facility As of June 30, 2019, the Company had $24.2 million of debt outstanding under its secured credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent, and the lenders under the credit agreement (as amended, the “Credit Agreement”), that provides for borrowings of up to $100.0 million in revolving loans (the “Revolving Loans”). During the six months ended June 30, 2019, the Company reduced the borrowing commitment on its Credit Facility from $100.0 million to $35.0 million. With respect to the $24.2 million of Revolving Loans maturing on September 23, 2019, the Company has the ability to extend the maturity date for the Revolving Loans for up to two 12-month periods, but no later than September 23, 2021, subject to satisfying certain conditions contained in the Credit Agreement. These conditions include providing notice of the election and paying an extension fee of 0.2% of the maximum amount of the Revolving Loans. The Company expects to extend the maturity date for the Revolving Loans for one 12-month period. Depending upon the type of loan specified and overall leverage ratio, the Credit Facility bears interest at (i) the one-month, two-month, three-month or six-month London Interbank Offered Rate (“LIBOR”) multiplied by the statutory reserve rate (the “Eurodollar Rate”) plus an interest rate spread of 2.20%; or (ii) a base rate of 1.20%, plus the greater of: (a) JPMorgan Chase’s Prime Rate (as defined in the Credit Agreement); (b) the Federal Funds Effective Rate (as defined in the Credit Agreement) plus 0.50%; or (c) the one-month LIBOR multiplied by the statutory reserve rate plus 1.0%. As of June 30, 2019, the Revolving Loans outstanding totaled $24.2 million at a weighted average interest rate of 4.6%. The Company had $10.8 million in unused capacity, subject to borrowing availability, as of June 30, 2019. The Credit Agreement contains provisions with respect to covenants, events of default and remedies customary for facilities of this nature. In particular, the Credit Agreement requires the Company to maintain a minimum consolidated net worth greater than or equal to 75% of the equity issued from the date of the Credit Agreement, a leverage ratio no greater than 60%, and a fixed charge coverage ratio equal to or greater than 1.50. The Company believes it was in compliance with the financial covenants of the Credit Agreement as of June 30, 2019. Maturities The following table summarizes the scheduled aggregate principal repayments for the Company’s outstanding debt subsequent to June 30, 2019:
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Commitments and Contingencies |
6 Months Ended |
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Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, the Company may become subject to litigation and claims. The Company is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or of which the Company’s properties are the subject. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. In addition, the Company may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify the Company against future remediation costs. The Company also carries environmental liability insurance on its properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which the Company may be liable. The Company is not aware of any environmental matters which it believes are reasonably likely to have a material effect on its results of operations, financial condition or liquidity. |
Related-Party Transactions and Arrangements |
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RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS | RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS The Company has incurred, and will continue to incur, commissions, fees and expenses payable to CCI III Management and certain of its affiliates in connection with the Offering and the acquisition, management and disposition of its assets. Selling commissions and dealer manager fees In connection with the primary portion of the Offering, which was terminated on December 31, 2018, CCO Capital, the Company’s dealer manager, which is affiliated with CCI III Management, received selling commissions of up to 7.0% and 3.0% of gross offering proceeds from the primary portion of the Offering for Class A Shares and Class T Shares, respectively. CCO Capital reallowed 100% of selling commissions earned to participating broker-dealers. In addition, 2.0% of gross offering proceeds from the primary portion of the Offering for both Class A Shares and Class T Shares was paid to CCO Capital as a dealer manager fee. CCO Capital, in its sole discretion, reallowed all or a portion of its dealer manager fee to participating broker-dealers. No selling commissions or dealer manager fees are paid to CCO Capital or other participating broker-dealers with respect to shares sold pursuant to the DRIP. Organization and offering expenses All other organization and offering expenses associated with the sale of the Company’s common stock (excluding selling commissions, dealer manager fees and distribution and stockholder servicing fees) were paid by CCI III Management or its affiliates and were reimbursed by the Company up to 1.0% of aggregate gross offering proceeds, including proceeds from sales of shares under the DRIP. As of June 30, 2019, CCI III Management had paid organization and offering expenses in excess of the 1.0% of aggregate gross offering proceeds in connection with the Offering. These excess amounts were not included in the condensed consolidated financial statements of the Company because such amounts were not a liability of the Company as they exceeded 1.0% of gross proceeds from the Offering. Since the Offering has been terminated, these excess amounts will not be paid. Distribution and stockholder servicing fees The Company pays CCO Capital a distribution and stockholder servicing fee for Class T Shares that, prior to the Board’s determination of the estimated per share NAV, was calculated on a daily basis in an amount equal to 1/365th of 1.0% of the purchase price per share of the Class T Shares sold in the primary portion of the Offering. Commencing on February 19, 2019, the distribution and stockholder servicing fee for Class T Shares is calculated on a daily basis in an amount equal to 1/365th of 1.0% of the per share NAV. The distribution and stockholder servicing fee is paid monthly in arrears from cash flow from operations or, if the Company’s cash flow from operations is not sufficient to pay the distribution and stockholder servicing fee, from borrowings in anticipation of future cash flow. An estimated liability for future distribution and stockholder servicing fees payable to CCO Capital was recognized at the time each Class T Share was sold and included in due to affiliates in the condensed consolidated balance sheets with a corresponding decrease to capital in excess of par value. The Company will cease paying the distribution and stockholder servicing fee with respect to Class T Shares at the earliest of (i) the end of the month in which the total distribution and stockholder servicing fees paid by a stockholder within his or her individual account would be equal to 4.0% of the stockholder’s total gross investment amount at the time of the purchase of the primary Class T Shares held in such account, or a lower limit agreed upon between the Company’s dealer manager and the participating broker-dealer at the time such Class T Shares were sold; (ii) the date on which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the aggregate sale of the Class A Shares and Class T Shares in the Offering, excluding proceeds from sales pursuant to the DRIP; (iii) the fourth anniversary of the last day of the month in which the Offering (excluding the offering of shares pursuant to the DRIP) terminates; (iv) the date such Class T Share is no longer outstanding; and (v) the date the Company effects a liquidity event. CCO Capital may, in its discretion, reallow to participating broker-dealers all or a portion of the distribution and stockholder servicing fee for services that such participating broker-dealers perform in connection with the distribution of Class T Shares. At the time the Company ceases paying the distribution and stockholder servicing fee with respect to an outstanding Class T Share pursuant to the provisions above, such Class T Share will convert into a number of Class A Shares (including any fractional shares) with an equivalent net asset value as such Class T Share. The Company cannot predict when this will occur. No distribution and stockholder servicing fees are paid to CCO Capital or other participating broker-dealers with respect to shares sold pursuant to the DRIP. Advisory fees and expenses Pursuant to the advisory agreement, the Company pays CCI III Management a monthly advisory fee based upon the Company’s monthly average asset value, which is equal to the following amounts: (i) an annualized rate of 0.75% paid on the Company’s average asset value that is between $0 and $2.0 billion; (ii) an annualized rate of 0.70% paid on the Company’s average asset value that is between $2.0 billion and $4.0 billion; and (iii) an annualized rate of 0.65% paid on the Company’s average asset value that is over $4.0 billion. During the three and six months ended June 30, 2019, the advisor waived advisory fees of $96,000 and $191,000, respectively, which were not recognized in the condensed consolidated financial statements of the Company because such amounts were not contractually payable by the Company. As of June 30, 2019, $767,000 of advisory fees have been waived. During the three and six months ended June 30, 2019, CCI III Management waived its right to receive these amounts, even if future operating expenses are below the expense limits. Accordingly, the Company did not reimburse CCI III Management for any such expenses for the years ended December 31, 2018, 2017 and 2016. Additionally, CCI III Management waived its right to receive a monthly advisory fee during the remainder of the year ending December 31, 2019. Operating expenses The Company reimburses CCI III Management or its affiliates for the operating expenses they paid or incurred in connection with advisory and administrative services provided to the Company, subject to the limitation that the Company will not reimburse CCI III Management or its affiliates for any amount by which the operating expenses (including the advisory fee) at the end of the four preceding fiscal quarters exceed the greater of (i) 2.0% of average invested assets, or (ii) 25.0% of net income, excluding any additions to reserves for depreciation or other similar non-cash reserves and excluding any gain from the sale of assets for that period. The Company will not reimburse CCI III Management or its affiliates for compensation paid to the Company’s executive officers or employees of CCI III Management in connection with the services for which CCI III Management or its affiliates receive an acquisition fee, financing coordination fee or disposition fee. During the three and six months ended June 30, 2019 and 2018, no operating expenses were reimbursed by the Company. During the three and six months ended June 30, 2019 and 2018, CCI III Management paid or reimbursed the Company for operating expenses in excess of the greater of 2.0% of average invested assets or 25.0% of net income, which were not recognized in the condensed consolidated financial statements of the Company because such amounts were not contractually payable by the Company. As of June 30, 2019, $1.8 million of operating expenses exceeded such expense limit. Accordingly, the Company did not reimburse CCI III Management for any such expenses for the three and six months ended June 30, 2019 and 2018. However, these amounts may become payable if future operating expenses are below the expense limits. Financing coordination fees If CCI III Management provides services in connection with the origination, assumption or refinancing of any debt to acquire properties or to make other permitted investments, the Company will pay CCI III Management a financing coordination fee equal to 1.0% of the amount available and/or outstanding under such financing. However, CCI III Management will not be entitled to a financing coordination fee on any debt where CCI III Management previously received a fee unless (i) the maturity date of the refinanced debt was scheduled to occur less than one year after the date of the refinancing and the new loan has a term of at least five years or (ii) the new loan is approved by a majority of the independent directors; and provided, further, that no financing coordination fee will be paid in connection with loans advanced by an affiliate of CCI III Management. During the three and six months ended June 30, 2019 and 2018, no financing coordination fees were incurred for any such services provided by CCI III Management or its affiliates. Disposition fees If CCI III Management or its affiliates provide a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of one or more properties (or the Company’s entire portfolio), the Company will pay CCI III Management or its affiliates a disposition fee in an amount equal to up to one-half of the real estate or brokerage commission paid by the Company to third parties on the sale of such properties, not to exceed 1.0% of the contract price of the properties sold; provided, however, in no event may the total disposition fees paid to CCI III Management, its affiliates, and unaffiliated third parties, exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price. In addition, if CCI III Management or its affiliates provides a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of one or more assets other than properties, the Company may separately compensate CCI III Management or its affiliates at such rates and in such amounts as the Board, including a majority of the independent directors, and CCI III Management agree upon, not to exceed an amount equal to 1.0% of the contract price of the assets sold. During the three and six months ended June 30, 2019 and 2018, no disposition fees were incurred for any such services provided by CCI III Management or its affiliates. Subordinated performance fees The Company will pay a subordinated performance fee under one of the following alternative events: (1) if the Company’s shares are listed on a national securities exchange, CCI III Management, or its affiliates, will be entitled to a subordinated performance fee equal to 15.0% of the amount, if any, by which (i) the market value of the Company’s outstanding stock plus distributions paid by the Company prior to listing, exceeds (ii) the sum of the total amount of capital raised from stockholders and the amount of distributions necessary to generate a 6.0% annual cumulative, non-compounded return to stockholders; (2) if the Company is sold or its assets are liquidated, CCI III Management will be entitled to a subordinated performance fee equal to 15.0% of the net sale proceeds remaining after stockholders have received, from regular distributions plus special distributions paid from proceeds of such sale, a return of their net capital invested and a 6.0% annual cumulative, non-compounded return; or (3) upon termination of the advisory agreement, CCI III Management may be entitled to a subordinated performance fee similar to the fee to which it would have been entitled had the portfolio been liquidated (based on an independent appraised value of the portfolio) on the date of termination. During the three and six months ended June 30, 2019 and 2018, no subordinated performance fees were incurred related to any such events. The Company incurred commissions, fees and expense reimbursements as shown in the table below for services provided by CCI III Management and its affiliates related to the services described above during the periods indicated:
Due to Affiliates As of June 30, 2019 and December 31, 2018, $157,000 and $188,000, respectively, was recorded for services and expenses incurred, but not yet reimbursed to CCI III Management or its affiliates. The amounts are primarily for future distribution and stockholder servicing fees and for operating expenses. |
Economic Dependency |
6 Months Ended |
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Jun. 30, 2019 | |
Economic Dependency [Abstract] | |
ECONOMIC DEPENDENCY | ECONOMIC DEPENDENCY Under various agreements, the Company has engaged and may in the future engage CCI III Management or its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, 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 stockholder relations. As a result of these relationships, the Company is dependent upon CCI III Management or its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services. |
Stockholders' Equity |
6 Months Ended |
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Jun. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Equity-Based Compensation On August 9, 2018, the Board approved the adoption of the Cole Office & Industrial REIT (CCIT III), Inc. 2018 Equity Incentive Plan (the “Plan”), under which 400,000 of the Company’s common shares were reserved for issuance and share awards of 391,000 are available for future grant as of June 30, 2019. On October 1, 2018, the Company granted awards of approximately 3,000 restricted Class A Shares to each of the independent members of the Board (approximately 9,000 restricted shares in aggregate) under the Plan, which fully vest on October 1, 2019 based on one year of continuous service. As of June 30, 2019 and December 31, 2018, none of the restricted Class A Shares had vested or been forfeited. The fair value of the Company’s share awards is determined using the Company’s NAV per share on the date of grant. Compensation expense related to these restricted Class A Shares is recognized over the vesting period. The Company recorded compensation expense of $21,000 and $41,000 for the three and six months ended June 30, 2019, respectively, related to these restricted Class A Shares, which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. As of June 30, 2019, there was $21,000 of total unrecognized compensation expense related to these restricted Class A Shares, which will be recognized ratably over the remaining period of service prior to October 1, 2019. |
Leases |
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LEASES | LEASES The Company’s real estate assets are leased to tenants under operating leases for which the terms, expirations and extension options vary. The Company’s operating leases do not convey to the lessee the right to purchase the underlying asset upon expiration of the lease period. To determine whether a contract contains a lease, the Company carefully reviews contracts to determine if the agreement conveys the right to control the use of an asset. The Company elected to apply the practical expedient for all of the Company’s leases to account for the lease and non-lease components as a single, combined operating lease component under ASC 842. Non-lease components primarily consist of maintenance services, including CAM, real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. Non-lease components are considered to be variable rental and other property income and are recognized in the period incurred. As of June 30, 2019, the leases had a weighted-average remaining term of 9.2 years. Certain leases include provisions to extend the lease agreements, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other negotiated terms and conditions. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of June 30, 2019, the future minimum rental income from the Company’s real estate assets under non-cancelable operating leases, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, was as follows:
As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, Topic 840, the following table summarizes the future minimum rental income from the Company’s real estate assets under non-cancelable operating leases, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, as of December 31, 2018:
Rental and other property income during the three and six months ended June 30, 2019 and 2018 consisted of the following:
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Subsequent Events |
6 Months Ended |
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Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The following events occurred subsequent to June 30, 2019: Redemption of Shares of Common Stock Subsequent to June 30, 2019, the Company redeemed approximately 20,000 shares pursuant to the Company’s share redemption program for $175,000 (at an average price per share of $8.60). Management, in its discretion, limited the amount of shares redeemed for the three months ended June 30, 2019 to an amount equal to the net proceeds the Company received from the sale of shares in the DRIP Offering during the respective period. The remaining redemption requests received during the three months ended June 30, 2019 totaling approximately 78,000 shares went unfulfilled. |
Summary of Significant Accounting Policies (Policies) |
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Jun. 30, 2019 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Basis of Presentation | The condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2018, and related notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The condensed consolidated financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. |
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Principles of Consolidation | The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
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Reclassifications | Certain amounts in the Company’s prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. The Company combined rental income of $972,000 and tenant reimbursement income of $130,000 for the three months ended June 30, 2018, and rental income of $1.9 million and tenant reimbursement income of $259,000 for the six months ended June 30, 2018, into a single financial statement line item, rental and other property income, in the condensed consolidated statements of operations for the three and six months ended June 30, 2018. |
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Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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Real Estate Assets and Recoverability Of Real Estate Assets | Real estate assets are stated at cost, less accumulated depreciation and amortization. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:
Recoverability of Real Estate Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to: bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors; a significant decrease in a property’s revenues due to lease terminations; vacancies; co-tenancy clauses; reduced lease rates; changes in anticipated holding periods; or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value will be determined using a discounted cash flow analysis and recent comparable sales transactions. |
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Assets Held for Sale | When a real estate asset is identified by the Company as held for sale, the Company will cease recording depreciation and amortization of the assets related to the property and estimate its fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount is then recorded to reflect the estimated fair value of the property, net of selling costs. There were no assets identified as held for sale as of June 30, 2019 or December 31, 2018. |
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Allocation of Purchase Price of Real Estate Assets | Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases and other intangibles, based in each case on their respective fair values. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. Acquisition-related fees and certain acquisition-related expenses related to asset acquisitions are capitalized and allocated to tangible and intangible assets and liabilities as described above. |
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Leases | The Company has lease agreements with lease and non-lease components. The Company has elected to not separate non-lease components from lease components for all classes of underlying assets (primarily real estate assets) and will account for the combined components as rental and other property income. Non-lease components included in rental and other property income include certain tenant reimbursements for maintenance services (including common-area maintenance services or “CAM”), real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. As a lessor, the Company has further determined that this policy will be effective only on a lease that has been classified as an operating lease and the revenue recognition pattern and timing is the same for both types of components. Therefore, Accounting Standards Codification Topic 842, Leases (“ASC 842”), has been applied to these lease contracts for both types of components. The Company does not have material leases where it is the lessee. Significant judgments and assumptions are inherent in not only determining if a contract contains a lease but also the lease classification, terms, payments, and, if needed, discount rates. Judgments include the nature of any options, including if they will be exercised, evaluation of implicit discount rates and the assessment and consideration of “fixed” payments for straight-line rent revenue calculations. Lease costs represent the initial direct costs incurred in the origination, negotiation and processing of a lease agreement. Such costs include outside broker commissions and other independent third-party costs and are amortized over the life of the lease on a straight-line basis. Costs related to salaries and benefits, supervision, administration, unsuccessful origination efforts and other activities not directly related to completed lease agreements are expensed as incurred. Leasing commissions subsequent to successful lease execution are capitalized. |
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Revenue Recognition | Rental and other property income is primarily derived from fixed contractual payments from operating leases and, therefore, is generally recognized on a straight-line basis over the term of the lease, which typically begins the date the tenant takes control of the space. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. Variable rental and other property income consists primarily of tenant reimbursements for recoverable real estate taxes and operating expenses which are included in rental and other property income in the period when such costs are incurred, with offsetting expenses in real estate taxes and property operating expenses, respectively, within the condensed consolidated statements of operations. The Company defers the recognition of variable rental and other property income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. The Company continually reviews whether collection of lease-related receivables, including any straight-line rent, and current and future operating expense reimbursements from tenants are probable. The determination of whether collectability is probable takes into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Upon the determination that the collectability of a receivable is not probable, the Company will record a reduction to rental and other property income for amounts previously recorded and a decrease in the outstanding receivable. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability becomes probable. Management’s estimate of the collectability of lease-related receivables is based on the best information available to management at the time of evaluation. The Company does not use a general reserve approach and lease-related receivables are adjusted and taken against rental and other property income only when collectability becomes not probable. |
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Net Loss and Distributions Per Share | The Company has two classes of common stock. Accordingly, the Company utilizes the two-class method to determine its earnings per share, which can result in different earnings per share for each of the classes. Under the two-class method, earnings per share of each class of common stock are computed by dividing the sum of the distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares for each class of common stock for the respective period. The distributed earnings to Class T Share common stockholders represents distributions declared less the distribution and stockholder servicing fees paid with respect to Class T Shares sold in the primary portion of the Offering. Diluted income per share, when applicable, considers the effect of any potentially dilutive share equivalents, of which the Company had none for each of the three and six months ended June 30, 2019 or 2018. Distributions per share are calculated based on the authorized daily distribution rate. |
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Recent Accounting Pronouncements | From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. Except as otherwise stated below, the Company is currently evaluating the effect that certain new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s condensed consolidated financial statements. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company used the optional alternative transition method upon adoption of the new standard on January 1, 2019 and used the effective date as the date of initial application. Consequently, financial information was not updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. The Company elected the “package of practical expedients,” which permits the Company to not reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. The adoption of ASU 2016-02 has not had a material impact on the accounting treatment and disclosure of the Company’s net leases, which are the primary source of the Company’s revenues. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which was subsequently amended by ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2018-19”), in November 2018. ASU 2016-13 and the related updates are intended to improve financial reporting requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology under current GAAP. ASU 2018-19 clarified that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. ASU 2016-13 and ASU 2018-19 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently evaluating the impact this amendment will have on its condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This ASU amends and removes several disclosure requirements including the valuation processes for Level 3 fair value measurements. ASU 2018-13 also modifies some disclosure requirements and requires additional disclosures for changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and requires the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The provisions of ASU 2018-13 are effective January 1, 2020 using a prospective transition method for amendments effecting changes in unrealized gains and losses, significant unobservable inputs used to develop Level 3 fair value measurements and narrative description on uncertainty of measurements. The remaining provisions of the ASU are to be applied retrospectively, and early adoption is permitted. The Company is evaluating the impact of this ASU’s adoption, and does not believe this ASU will have a material impact on its condensed consolidated financial statements. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The guidance changes the guidance for determining whether a decision-making fee is a variable interest. Under the new ASU, indirect interests held through related parties under common control will now be considered on a proportional basis when determining whether fees paid to decision makers and service providers are variable interests. Such indirect interests were previously treated the same as direct interests. This ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company is currently assessing the impact that adopting this new standard will have on its condensed consolidated financial statements and footnote disclosures. |
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Fair Value Measurements | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability. |
Summary of Significant Accounting Policies (Tables) |
6 Months Ended | ||||||||||||
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Jun. 30, 2019 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Schedule of Investment in and Valuation of Real Estate and Related Assets | The estimated useful lives of the Company’s real estate assets by class are generally as follows:
|
Intangible Lease Assets (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of finite-lived intangible assets | The Company’s intangible lease assets consisted of the following as of June 30, 2019 and December 31, 2018:
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Schedule of finite-lived intangible assets amortization expense | The following table summarizes the amortization expense related to the in-place lease assets for the three and six months ended June 30, 2019 and 2018:
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Schedule of finite-lived intangible assets, future amortization expense | As of June 30, 2019, the estimated amortization relating to the intangible lease assets is as follows:
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Credit Facility (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of debt | The following table summarizes the debt balances as of June 30, 2019 and December 31, 2018 and the debt activity for the six months ended June 30, 2019:
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Schedule of Maturities of Long-term Debt | The following table summarizes the scheduled aggregate principal repayments for the Company’s outstanding debt subsequent to June 30, 2019:
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Related-Party Transactions and Arrangements (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of related party transactions | The Company incurred commissions, fees and expense reimbursements as shown in the table below for services provided by CCI III Management and its affiliates related to the services described above during the periods indicated:
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Leases (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of future minimum rental payments for operating leases | As of June 30, 2019, the future minimum rental income from the Company’s real estate assets under non-cancelable operating leases, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, was as follows:
As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, Topic 840, the following table summarizes the future minimum rental income from the Company’s real estate assets under non-cancelable operating leases, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, as of December 31, 2018:
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Schedule of Components of Lease Income | Rental and other property income during the three and six months ended June 30, 2019 and 2018 consisted of the following:
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Summary of Significant Accounting Policies (Details) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2019
USD ($)
class_of_stock
shares
|
Jun. 30, 2018
USD ($)
shares
|
Jun. 30, 2019
USD ($)
class_of_stock
shares
|
Jun. 30, 2018
USD ($)
shares
|
Dec. 31, 2018
USD ($)
|
|
Class of Stock [Line Items] | |||||
Impairment | $ 0 | $ 0 | |||
Asset held for sale | $ 0 | $ 0 | $ 0 | ||
Classes of common stock | class_of_stock | 2 | 2 | |||
Weighted average number diluted shares outstanding adjustment (in shares) | shares | 0 | 0 | 0 | 0 | |
Building | |||||
Class of Stock [Line Items] | |||||
Acquired real estate asset, useful life (in years) | 40 years | ||||
Site Improvements | |||||
Class of Stock [Line Items] | |||||
Acquired real estate asset, useful life (in years) | 15 years | ||||
Rental Revenue | |||||
Class of Stock [Line Items] | |||||
Lease revenue | $ 972,000 | $ 1,900,000 | |||
Tenant Reimbursements income | |||||
Class of Stock [Line Items] | |||||
Lease revenue | $ 130,000 | $ 259,000 |
Fair Value Measurements (Details) - Significant Other Observable Inputs (Level 2) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Estimate of fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | $ 24,200 | $ 24,300 |
Carrying (reported) amount, fair value disclosure | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt, fair value | $ 24,180 | $ 24,200 |
Real Estate Assets (Details) - property |
6 Months Ended | |
---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Business Combinations [Abstract] | ||
Number of properties acquired | 0 | 0 |
Intangible Lease Assets (Details) - Acquired in-place lease - USD ($) |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2019 |
Dec. 31, 2018 |
|
Finite-Lived Intangible Assets [Line Items] | ||
Intangible leased asset | $ 3,926,362 | $ 4,157,891 |
Accumulated amortization | $ 1,175,070 | $ 943,541 |
Useful life | 9 years 3 months | 9 years 9 months 18 days |
Intangible Lease Assets (Schedule of finite-lived intangible assets amortization expense) (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Acquired in-place lease | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 115,765 | $ 115,765 | $ 231,529 | $ 231,529 |
Intangible Lease Assets (Estimated Amortization of Intangible lease assets) (Details) - Acquired in-place lease - USD ($) |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2019 | $ 231,529 | |
2020 | 463,058 | |
2021 | 463,058 | |
2022 | 463,058 | |
2023 | 463,058 | |
Thereafter | 1,842,601 | |
Total | $ 3,926,362 | $ 4,157,891 |
Credit Facility (Schedule of Debt) (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2019 |
Dec. 31, 2018 |
|
Debt [Roll Forward] | ||
Debt outstanding | $ 24,175 | $ 24,175 |
Debt Issuance | 0 | |
Repayments | 0 | |
Debt outstanding, ending balance | 24,175 | |
Credit facility | ||
Debt [Roll Forward] | ||
Debt outstanding | 24,175 | $ 24,175 |
Debt Issuance | 0 | |
Repayments | 0 | |
Debt outstanding, ending balance | $ 24,175 |
Credit Facility (Schedule Of Aggregate Principal Repayments) (Details) $ in Thousands |
Jun. 30, 2019
USD ($)
|
---|---|
Debt Disclosure [Abstract] | |
Remainder of 2019 | $ 24,175 |
2020 | 0 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total | $ 24,175 |
Related-Party Transactions and Arrangements (Selling commissions and dealer manager fees) (Details) - Dealer manager |
Jun. 30, 2019 |
---|---|
Selling commissions | |
Related Party Transaction [Line Items] | |
Expense reallowed (percent) | 100.00% |
Class A Common Stock | Dealer manager fees | |
Related Party Transaction [Line Items] | |
Commissions percentage on stock sales and related dealer manager fees | 2.00% |
Class A Common Stock | Maximum | Selling commissions | |
Related Party Transaction [Line Items] | |
Commissions percentage on stock sales and related dealer manager fees | 7.00% |
Class T Common Stock | Dealer manager fees | |
Related Party Transaction [Line Items] | |
Commissions percentage on stock sales and related dealer manager fees | 2.00% |
Class T Common Stock | Maximum | Selling commissions | |
Related Party Transaction [Line Items] | |
Commissions percentage on stock sales and related dealer manager fees | 3.00% |
Related-Party Transactions and Arrangements (Organization and offering expenses) (Details) |
Jun. 30, 2019 |
---|---|
Advisors | Organization and offering costs | |
Related Party Transaction [Line Items] | |
Related party transaction, expense from transactions with related party, percentage of gross offering proceeds | 1.00% |
Related-Party Transactions and Arrangements (Distribution and stockholder servicing fees) (Details) - Advisors |
6 Months Ended |
---|---|
Jun. 30, 2019 | |
Distribution and stockholder servicing fees | |
Related Party Transaction [Line Items] | |
Distribution and servicing fee, termination of payments threshold, percentage of total gross investment | 4.00% |
Distribution and servicing fee, termination of payments threshold, percentage gross proceeds from shares in offering | 10.00% |
Class T Common Stock | |
Related Party Transaction [Line Items] | |
Distribution and servicing fee, percentage of NAV per share | 0.00274% |
Related-Party Transactions and Arrangements (Operating expenses) (Details) - Advisors - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Minimum | ||||
Related Party Transaction [Line Items] | ||||
Operating expense reimbursement percentage of average invested assets | 2.00% | 2.00% | 2.00% | 2.00% |
Operating expense reimbursement percentage of net income | 25.00% | 25.00% | 25.00% | 25.00% |
Operating expenses | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Expenses exceeding the average asset value percent threshold | $ 1,800,000 | $ 1,800,000 | ||
Operating expense reimbursement | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 | $ 0 | $ 0 |
Related-Party Transactions and Arrangements (Financing coordination fees) (Details) - Advisors - Financing coordination fee - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Related Party Transaction [Line Items] | ||||
Financing coordination fee (percent) | 1.00% | 1.00% | ||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 | $ 0 | $ 0 |
Related-Party Transactions and Arrangements (Dispositions fees) (Details) - Advisors - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Property sales commission | ||||
Related Party Transaction [Line Items] | ||||
Commissions performance and other fees percent | 1.00% | 1.00% | ||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 | $ 0 | $ 0 |
Maximum | Brokerage Commission Fee | ||||
Related Party Transaction [Line Items] | ||||
Commissions performance and other fees percent | 50.00% | 50.00% | ||
Maximum | Property portfolio | ||||
Related Party Transaction [Line Items] | ||||
Commissions performance and other fees percent | 6.00% | 6.00% |
Related-Party Transactions and Arrangements (Subordinated Performance Fees) (Details) - Advisors - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Related Party Transaction [Line Items] | ||||
Cumulative noncompounded annual return | 6.00% | 6.00% | ||
Subordinate performance fee on event of sale of company | ||||
Related Party Transaction [Line Items] | ||||
Commissions performance and other fees percent | 15.00% | 15.00% | ||
Subordinate performance fees for listing | ||||
Related Party Transaction [Line Items] | ||||
Commissions performance and other fees percent | 15.00% | 15.00% | ||
Performance fee | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions with related party | $ 0 | $ 0 | $ 0 | $ 0 |
Related-Party Transactions and Arrangements (Due to/from Affiliates) (Details) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Affiliated entity | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 157 | $ 188 |
Stockholders' Equity (Equity-Based Compensation) (Details) - CCIT III 2018 Equity Incentive Plan - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Oct. 01, 2018 |
Jun. 30, 2019 |
Jun. 30, 2019 |
Aug. 09, 2018 |
|
Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized (in shares) | 400,000 | |||
Number of shares available for grant (in shares) | 391,000 | 391,000 | ||
Class A Common Stock | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grants in period per independent member of the board (in shares) | 3,000 | |||
Total grants in period (in shares) | 9,000 | |||
Vesting period | 1 year | |||
Unrecognized compensation expense | $ 21,000 | $ 21,000 | ||
General and Administrative Expense | Class A Common Stock | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share based compensation expense | $ 21,000 | $ 41,000 |
Leases (Details) - USD ($) |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Leases [Abstract] | ||
Operating lease, weighted average remaining lease term | 9 years 2 months 9 days | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | ||
Remainder of 2019 | $ 1,912,870 | |
2020 | 3,878,462 | |
2021 | 3,756,969 | |
2022 | 3,829,450 | |
2023 | 3,903,333 | |
Thereafter | 18,881,113 | |
Total | $ 36,162,197 | |
2019 | $ 3,808,708 | |
2020 | 3,878,462 | |
2021 | 3,756,969 | |
2022 | 3,829,450 | |
2023 | 3,903,333 | |
Thereafter | 18,881,112 | |
Total | $ 38,058,034 |
Leases (Schedule of Lease Income) (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Leases [Abstract] | ||||
Fixed rental and other property income | $ 972,003 | $ 972,003 | $ 1,944,005 | $ 1,944,005 |
Variable rental and other property income | 132,192 | 129,664 | 296,065 | 259,356 |
Total rental and other property income | $ 1,104,195 | $ 1,101,667 | $ 2,240,070 | $ 2,203,361 |
Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Thousands |
1 Months Ended | 3 Months Ended | |
---|---|---|---|
Aug. 09, 2019 |
Jun. 30, 2019 |
Mar. 31, 2019 |
|
Subsequent Event [Line Items] | |||
Shares redeemed | $ 184,261 | $ 48,623 | |
Share Redemption Program Requests or Redemptions Unfulfilled | 78 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Shares redeemed (shares) | 20 | ||
Shares redeemed | $ 175,000 | ||
Stock redeemed or called during period, price per share | $ 8.60 |
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