AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, INC.

CIK:0001500554|SEC Filings

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues:
Rental income	$ 25,436	$ 21,545	$ 76,538	$ 55,375
Operating expense reimbursements	7,552	6,343	22,699	16,256
Total revenues	32,988	27,888	99,237	71,631
Operating expenses:
Asset management fees to related party	2,251	1,792	6,746	3,249
Property operating	10,552	9,004	31,217	23,726
Impairment charges	0	0	0	4,434
Fair value adjustment to contingent purchase price consideration	0	4	1,784	(13,798)
Acquisition and transaction related	2,064	5,585	2,526	9,564
General and administrative	2,928	1,888	7,272	6,149
Depreciation and amortization	15,137	13,581	47,488	34,039
Total operating expenses	32,932	31,854	97,033	67,363
Operating income (loss)	56	(3,966)	2,204	4,268
Other (expense) income:
Interest expense	(3,240)	(2,148)	(9,587)	(5,345)
Loss on disposition of land	0	0	(4)	0
Gain on involuntary conversion	193	0	193	0
Other income	5	6	15	14
Total other expense, net	(3,042)	(2,142)	(9,383)	(5,331)
Net loss	(2,986)	(6,108)	(7,179)	(1,063)
Other comprehensive loss:
Change in unrealized loss on derivative	215	(266)	(151)	(408)
Comprehensive loss	$ (2,771)	$ (6,374)	$ (7,330)	$ (1,471)
Basic and diluted net loss per share (in usd per share)	$ (0.03)	$ (0.06)	$ (0.07)	$ (0.01)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net loss	$ (7,179)	$ (1,063)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	20,228	13,594
Amortization of in-place lease assets	27,026	20,358
Amortization of deferred costs	1,763	1,516
Amortization of mortgage premium	(741)	(116)
Accretion of market lease and other intangibles, net	(2,394)	(2,433)
Bad debt expense	781	836
Fair value adjustment to contingent purchase price consideration	1,784	(13,798)
Impairment charges	0	4,434
Loss on disposition of land	4	0
Gain on involuntary conversion	(193)	0
Share-based compensation	34	42
Ineffective portion of derivative	1	3
Changes in assets and liabilities:
Prepaid expenses and other assets	(5,801)	(12,299)
Accounts payable and accrued expenses	7,102	12,396
Deferred rent and other liabilities	(41)	1,584
Restricted cash	(625)	(1,403)
Net cash provided by operating activities	41,749	23,651
Cash flows from investing activities:
Investment in real estate and other assets	0	(434,210)
Deposits for real estate acquisitions	0	(350)
Proceeds from disposition of land	496	0
Proceeds from contingent purchase price consideration	0	14,996
Restricted cash	348	(810)
Capital expenditures	(6,429)	(6,318)
Net cash used in investing activities	(5,585)	(426,692)
Cash flows from financing activities:
Payments on mortgage notes payable	(824)	(387)
Proceeds from credit facility	0	304,000
Payments of deferred financing costs	0	(827)
Common stock repurchases	(5,051)	(4,802)
Payments of offering costs and fees related to stock issuances, net	0	(1,176)
Distributions paid	(25,170)	(19,535)
Net cash (used in) provided by financing activities	(31,045)	277,273
Net change in cash and cash equivalents	5,119	(125,768)
Cash and cash equivalents, beginning of period	40,033	170,963
Cash and cash equivalents, end of period	45,152	45,195
Supplemental Disclosures:
Cash paid for interest	9,598	3,603
Cash paid for income taxes	185	72
Non-Cash Financing Activities:
Mortgage notes payable assumed or used to acquire investments in real estate	0	42,612
Premium assumed on mortgage note payable	0	4,839
Common stock issued through distribution reinvestment plan	22,037	26,382
Change in accrued common stock repurchases	(5,026)	2,260
Change in capital improvements in accounts payable and accrued expenses	$ 1,963	$ (951)

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Real estate investments, at cost:
Land	$ 273,375	$ 274,993
Buildings, fixtures and improvements	819,806	815,568
Acquired intangible lease assets	181,655	192,454
Total real estate investments, at cost	1,274,836	1,283,015
Less: accumulated depreciation and amortization	(106,537)	(68,221)
Total real estate investments, net	1,168,299	1,214,794
Cash and cash equivalents	45,152	40,033
Restricted cash	5,105	4,828
Prepaid expenses and other assets	26,423	17,629
Deferred costs, net	7,140	7,369
Land held for sale	0	500
Total assets	1,252,119	1,285,153
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgage notes payable, net of deferred financing costs	126,762	127,251
Mortgage premium, net	4,023	4,764
Credit facility	304,000	304,000
Below-market lease liabilities, net	72,707	78,103
Derivatives, at fair value	567	415
Accounts payable and accrued expenses (including $887 and $828 due to related parties as of September 30, 2016 and December 31, 2015, respectively)	24,188	18,216
Deferred rent and other liabilities	3,917	3,958
Distributions payable	5,209	5,296
Total liabilities	541,373	542,003
Preferred stock, $0.01 par value per share, 50,000,000 authorized, none issued or outstanding at September 30, 2016 and December 31, 2015	0	0
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 99,268,681 and 96,866,152 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively	993	969
Additional paid-in capital	881,443	859,421
Accumulated other comprehensive loss	(561)	(410)
Accumulated deficit	(171,129)	(116,830)
Total stockholders' equity	710,746	743,150
Total liabilities and stockholders' equity	$ 1,252,119	$ 1,285,153