FrontView REIT Inc
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 14, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| ☒ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|---|
For the quarterly period ended September 30,2024
| ☐ | Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 |
|---|
Commission File Number 001-42301
(Exact name of registrant as specified in its charter)
| Maryland | 93-2133671 |
|---|---|
| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
| 3131 McKinney Avenue Suite L10Dallas, Texas | 75204 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
(214)796-2445
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | TradingSymbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | FVR | The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
| Emerging growth company | ☒ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
There were 16,068,156 shares of the Registrants’ Common Stock, $0.01 par value per share, outstanding as of November 14, 2024.
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| Part I - FINANCIAL INFORMATION | ||
| Item 1. · Financial Statements - FrontView REIT Inc. | ||
| Cautionary Note Regarding Forward-Looking Statements | 1 | |
| Balance Sheets (Unaudited) | 2 | |
| Notes to Balance Sheets (Unaudited) | ||
| 1. Organization | 3 | |
| 2. Capitalization | 3 | |
| 3. Summary of Significant Accounting Policies | 3 | |
| 4. Subsequent Events | 4 | |
| Financial Statements - NADG NNN Property Fund LP | ||
| Condensed Consolidated Balance Sheets (Unaudited) | 5 | |
| Condensed Consolidated Statements of Operations (Unaudited) | 6 | |
| Condensed Consolidated Statements of Partners' Capital (Unaudited) | 7 | |
| Condensed Consolidated Statements of Cash Flows (Unaudited) | 9 | |
| Notes to the Condensed Consolidated Financial Statements (Unaudited) | ||
| 1. Business Operations | 11 | |
| 2. Accounting Policies for Financial Statements | 11 | |
| 3. Real Estate Held for Investment and Lease Arrangements | 16 | |
| 4. Intangible Assets and Liabilities | 18 | |
| 5. Investment in an Unconsolidated Entity | 19 | |
| 6. Debt, Net | 20 | |
| 7. Partners' Capital | 22 | |
| 8. Preferred Units | 22 | |
| 9. Convertible Non-controlling Preferred Interests | 23 | |
| 10. Supplemental Detail for Certain Components of the Condensed Consolidated Balance Sheets | 23 | |
| 11. Related Party Transactions | 24 | |
| 12. Contingencies | 24 | |
| 13. Subsequent Events | 25 | |
| Pro Forma Condensed Consolidated Financial Statements | ||
| Unaudited Pro Forma Condensed Consolidated Financial Statements | 26 | |
| Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2024 | 28 | |
| Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2024 | 29 | |
| Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2024 | 30 | |
| Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements | 31 | |
| Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet | 31 | |
| Adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Operations | 32 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 |
| Explanatory Note and Certain Defined Terms | 34 | |
| Overview | 35 | |
| Real Estate Portfolio Information | 35 | |
| Results of Operations | 42 | |
| Liquidity and Capital Resources | 45 | |
| Derivative Instruments and Hedging Activities | 47 | |
| Cash Flows | 48 | |
| Non-GAAP Measures | 48 | |
| Critical Accounting Policies and Estimates | 51 | |
| Impact of Recent Accounting Pronouncements | 52 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 53 | |
|---|---|---|---|
| Item 4. | Controls and Procedures | 53 | |
| Part II - OTHER INFORMATION | 53 | ||
| Item 1. | Legal Proceedings | 53 | |
| Item 1A. | Risk Factors | 53 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 53 | |
| Item 3. | Defaults upon Senior Securities | 54 | |
| Item 4. | Mine Safety Disclosures | 54 | |
| Item 5. | Other Information | 54 | |
| Item 6. | Exhibits | 55 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.