Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 08, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | GTJ REIT, Inc. | |
Entity Central Index Key | 1,368,757 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 13,881,901 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Real estate, at cost: | ||
Land | $ 193,849 | $ 187,943 |
Buildings and improvements | 279,346 | 254,822 |
Total real estate, at cost | 473,195 | 442,765 |
Less: accumulated depreciation and amortization | (42,917) | (36,412) |
Net real estate held for investment | 430,278 | 406,353 |
Cash and cash equivalents | 10,754 | 15,005 |
Rental income in excess of amount billed | 15,575 | 15,172 |
Acquired lease intangible assets, net | 15,112 | 16,036 |
Other assets | 17,116 | 13,143 |
Total assets | 488,835 | 465,709 |
Liabilities: | ||
Mortgage notes payable, net | 335,739 | 335,865 |
Secured revolving credit facility | 27,775 | |
Accounts payable and accrued expenses | 2,221 | 2,513 |
Dividends payable | 1,249 | 2,488 |
Acquired lease intangible liabilities, net | 7,013 | 6,833 |
Other liabilities | 6,368 | 6,179 |
Total liabilities | 380,365 | 353,878 |
Commitments and contingencies (Note 9) | ||
Equity: | ||
Common stock, $.0001 par value; 100,000,000 shares authorized; 13,881,901 and 13,820,434 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 1 | 1 |
Additional paid-in capital | 163,392 | 139,385 |
Distributions in excess of net income | (97,756) | (96,081) |
Total stockholders’ equity | 65,637 | 43,305 |
Noncontrolling interest | 42,833 | 68,526 |
Total equity | 108,470 | 111,831 |
Total liabilities and equity | 488,835 | 465,709 |
Series A Preferred Stock [Member] | ||
Equity: | ||
Preferred stock, value | ||
Series B Preferred Stock, Non-Voting [Member] | ||
Equity: | ||
Preferred stock, value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,881,901 | 13,820,434 |
Common stock, shares outstanding | 13,881,901 | 13,820,434 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock, Non-Voting [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 6,500,000 | 6,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Rental income | $ 10,805 | $ 10,272 | $ 31,362 | $ 29,876 |
Tenant reimbursements | 1,886 | 2,044 | 5,731 | 5,797 |
Total revenues | 12,691 | 12,316 | 37,093 | 35,673 |
Expenses: | ||||
Property operating expenses | 2,307 | 2,315 | 7,089 | 7,150 |
General and administrative | 1,414 | 1,151 | 5,111 | 4,963 |
Acquisition costs | 36 | 525 | 614 | |
Depreciation and amortization | 3,317 | 3,250 | 9,360 | 9,234 |
Total expenses | 7,074 | 6,716 | 22,085 | 21,961 |
Operating income | 5,617 | 5,600 | 15,008 | 13,712 |
Interest expense | (3,947) | (3,622) | (11,395) | (10,366) |
Loss on extinguishment of debt | (14,876) | |||
Other | (103) | 20 | (398) | (47) |
Net income (loss) from operations | 1,567 | 1,998 | 3,215 | (11,577) |
Less: Income (loss) attributable to noncontrolling interest | 516 | 585 | 1,167 | (3,945) |
Net income (loss) attributable to common stockholders | $ 1,051 | $ 1,413 | $ 2,048 | $ (7,632) |
Income (loss) per common share attributable to common stockholders - basic and diluted: | ||||
Net income (loss) attributable to common stockholders | $ 0.08 | $ 0.10 | $ 0.15 | $ (0.55) |
Weighted average common shares outstanding – basic and diluted | 13,710,522 | 13,788,674 | 13,708,700 | 13,765,326 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional-Paid-In-Capital [Member] | Distributions in Excess of Net Income [Member] | Total Stockholders' Equity [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2015 | $ 111,831 | $ 1 | $ 139,385 | $ (96,081) | $ 43,305 | $ 68,526 |
Beginning Balance (in shares) at Dec. 31, 2015 | 13,820,434 | |||||
Common stock dividends | (3,723) | (3,723) | (3,723) | |||
Repurchases, common stock | (1,227) | (1,227) | (1,227) | |||
Stock-based compensation | 457 | 457 | 457 | |||
Net issuance of restricted shares | 61,467 | |||||
Distributions to noncontrolling interest | (2,083) | (2,083) | ||||
Net income | 3,215 | 2,048 | 2,048 | 1,167 | ||
Reallocation of equity interests | 24,777 | 24,777 | (24,777) | |||
Ending Balance at Sep. 30, 2016 | $ 108,470 | $ 1 | $ 163,392 | $ (97,756) | $ 65,637 | $ 42,833 |
Ending Balance (in shares) at Sep. 30, 2016 | 13,881,901 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) from operations | $ 3,215 | $ (11,577) |
Adjustments to reconcile net income (loss) from operations to net cash provided by operating activities | ||
Depreciation | 6,558 | 5,963 |
Amortization of intangible assets and deferred charges | 3,109 | 3,389 |
Stock-based compensation | 457 | 464 |
Loss on extinguishment of debt | 14,876 | |
Loss from equity investment in limited partnership | 337 | |
Changes in operating assets and liabilities: | ||
Rental income in excess of amount billed | (403) | (971) |
Other assets | (1,144) | 770 |
Accounts payable and accrued expenses | (290) | 269 |
Other liabilities | 820 | (502) |
Net cash provided by operating activities | 12,659 | 12,681 |
Cash flow from investing activities: | ||
Cash paid for property acquisitions | (27,038) | (76,170) |
Cash paid for property improvements | (5,132) | (1,609) |
Contract deposits | (3,460) | |
Restricted cash | 516 | (1,503) |
Net cash (used in) investing activities | (35,114) | (79,282) |
Cash flow from financing activities: | ||
Proceeds from mortgage notes payable | 272,200 | |
Financing costs on debt | (6,588) | |
Return of good faith deposit for mortgage note payable | 3,097 | |
Repayment due to extinguishment of mortgage debt | (143,363) | |
Payment of mortgage principal | (667) | (860) |
Repayment of revolving credit facility | (55,941) | |
Proceeds from revolving credit facility | 27,775 | 12,100 |
Repurchases of common stock | (1,227) | |
Cash distributions to noncontrolling interests | (2,715) | (2,588) |
Cash dividends paid | (4,962) | (4,818) |
Net cash provided by financing activities | 18,204 | 73,239 |
Net (decrease) increase in cash and cash equivalents | (4,251) | 6,638 |
Cash and cash equivalents at the beginning of period | 15,005 | 8,436 |
Cash and cash equivalents at the end of period | 10,754 | 15,074 |
Supplemental cash flow information: | ||
Cash paid for interest | 10,726 | 9,485 |
Taxes paid | $ 43 | $ 109 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS: GTJ REIT, Inc. (the “Company” or “GTJ REIT”) was incorporated on June 23, 2006, under Maryland General Corporation Law. The Company is focused on the acquisition, ownership, management, and operation of commercial real estate located in New York, New Jersey, Connecticut and Delaware. The Company elected to be treated as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended. Under the REIT operating structure, the Company is permitted to deduct the dividends paid to its stockholders when determining its taxable income. Assuming dividends equal or exceed the Company’s taxable income, the Company generally will not be required to pay federal corporate income taxes on such income. On January 17, 2013, the Company closed on a transaction with Wu/Lighthouse Portfolio, LLC, in which a limited partnership (the “Operating Partnership”) owned and controlled by the Company, acquired all outstanding ownership interests of a portfolio consisting of 25 commercial properties located in New York, New Jersey and Connecticut, in exchange for 33.29% of the outstanding limited partnership interests in the Operating Partnership. The outstanding limited partnership interest was increased to 33.78% due to post-closing adjustments. The acquisition was recorded as a business combination and accordingly the purchase price was allocated to the assets acquired and liabilities assumed at fair value. At September 30, 2016, subject to certain anti-dilutive and other provisions contained in the governing agreements, the limited partnership interests in the Operating Partnership may be convertible in the aggregate, into approximately 2.0 million shares of the Company’s common stock and approximately 5.1 million shares of Series B preferred stock. As of September 30, 2016, the Operating Partnership owned 47 properties consisting of approximately 5.6 million square feet of industrial and office space on 349 acres of land in New York, New Jersey, Connecticut, and Delaware. Prior to 2013, the Company operated a group of outdoor maintenance, shelter cleaning, and electrical contracting businesses, as well as a parking garage facility. During 2011, the Board voted to divest these operations which were sold in 2012 and 2013. Accordingly, the operations of these entities, including any impact of insurance claims associated with those entities, are reported in the condensed consolidated statements of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation: The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the financial statements of the Company, its wholly owned subsidiaries, and the Operating Partnership, as the Company makes all operating and financial decisions for (i.e., exercises control over) the Operating Partnership. All material intercompany transactions have been eliminated. The ownership interests of the other investors in the Operating Partnership are presented as non-controlling interests. The accompanying unaudited condensed consolidated interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. The Company’s management believes that the disclosures presented in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. In management’s opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited condensed consolidated interim financial information should be read in conjunction with the Company’s December 31, 2015, audited consolidated financial statements, as previously filed with the SEC on Form 10-K on March 29, 2016, and other public information. During the three months ended September 30, 2016, the Company determined that certain transactions involving the issuance of limited partnership interests of the Operating Partnership, should have resulted in a reallocation between the Operating Partnership’s non-controlling interest (“OP NCI ”) Certain reclassifications of prior period amounts have been made in the financial statements in order to conform to the 2016 presentation. Use of Estimates: The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. All of these estimates reflect management’s best judgment about current economic and market conditions and their effects based on information available as of the date of these condensed consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in impairments of certain assets. Significant estimates include the useful lives of long lived assets including property, equipment and intangible assets, impairment of assets, collectability of receivables, contingencies, and stock-based compensation. Real Estate: Real estate assets are stated at cost, less accumulated depreciation and amortization. All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations, and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs, and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred. Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired tangible assets (generally consisting of land, buildings and building improvements, and tenant improvements) and identified intangible assets and liabilities (generally consisting of above-market and below-market leases and the origination value of in-place leases) in accordance with GAAP. We utilize methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The fair value of the tangible assets of an acquired property considers the value of the property “as-if-vacant.” In allocating purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the differences between contractual rentals and estimated market rents over the applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk associated with the respective tenants. Fixed-rate-renewal options have been included in the calculation of the fair value of acquired leases where applicable. The aggregate value of in-place leases is measured based on the avoided costs associated with lack of revenue over a market oriented lease-up period, the avoided leasing commissions, and other avoided costs common in similar leasing transactions. Mortgage notes payable assumed in connection with acquisitions are recorded at their fair value using current market interest rates for similar debt at the time of acquisitions. Acquisition related costs are expensed as incurred. The capitalized above-market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases and the capitalized below-market lease values are amortized as an increase to rental revenue over the remaining term of the respective leases. The value of in-place leases is based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during expected lease-up periods, current market conditions, and costs to execute similar leases. The values of in-place leases are amortized over the remaining term of the respective leases. If a tenant terminates its lease prior to its contractual expiration date, any unamortized balance of the related intangible assets or liabilities is recorded as income or expense in the period. The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $0.4 million and $0.3 million for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, above-market and in-place leases of approximately $2.0 million and $13.1 million (net of accumulated amortization), respectively, are included in acquired lease intangible assets, net in the accompanying condensed consolidated balance sheets. As of December 31, 2015, above-market and in-place leases of approximately $2.4 million and $13.6 million (net of accumulated amortization), respectively, are included in the acquired lease intangible assets, net in the accompanying condensed consolidated balance sheets. As of September 30, 2016, and December 31, 2015, approximately $7.0 million and $6.8 million, respectively, (net of accumulated amortization) relating to below-market leases are included in acquired lease intangible liabilities, net in the accompanying condensed consolidated balance sheets. The following table presents the projected impact for the remainder of 2016, the next five years and thereafter related to the net increase to rental revenue from the amortization of the acquired above-market and below-market lease intangibles and the increase to amortization expense of the in-place lease intangibles for properties owned at September 30, 2016 (in thousands): Increase to Net amortization rental revenues expense Remainder of 2016 $ 165 $ 619 2017 457 2,196 2018 479 2,030 2019 565 1,657 2020 665 1,329 2021 514 1,102 Thereafter 2,147 4,158 $ 4,992 $ 13,091 Depreciation and Amortization: The Company uses the straight-line method for depreciation and amortization. Properties and property improvements are depreciated over their estimated useful lives, which range from 5 to 40 years. Furniture, fixtures, and equipment are depreciated over estimated useful lives that range from 5 to 10 years. Tenant improvements are amortized over the shorter of the remaining non-cancellable term of the related leases or their useful lives. Asset Impairment: Management reviews each real estate investment for impairment whenever events or circumstances indicate that the carrying value of a real estate investment may not be recoverable. The review of recoverability is based on an estimate of the undiscounted future cash flows that are expected to result from the real estate investment’s use and eventual disposition. Such cash flow analyses consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value. Management is required to make subjective assessments as to whether there are impairments in the value of its real estate holdings. These assessments could have a direct impact on net income, because an impairment loss is recognized in the period the assessment is made. Management has determined that there were no indicators of impairment relating to its long-lived assets at September 30, 2016. Deferred Charges: Deferred charges consist principally of leasing commissions, which are amortized over the life of the related tenant leases, and financing costs, which are amortized over the terms of the respective debt agreements. Deferred financing costs relating to the secured revolving credit facility and deferred leasing charges are included in other assets on the consolidated balance sheets. Deferred financing costs related to mortgage notes payable are included as a reduction of mortgage notes payable on the consolidated balance sheets. Reportable Segments: The Company operates in one reportable segment, commercial real estate. Revenue Recognition: Rental income includes the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported on a straight-line basis over the term of the lease. In order for management to determine, in its judgment, that the unbilled rent receivable applicable to each specific tenant is collectible, management reviews billed and unbilled rent receivables on a quarterly basis and takes into consideration the tenant’s payment history and financial condition. Some of the leases provide for additional contingent rental revenue in the form of percentage rents and increases based on the consumer price index, subject to certain maximums and minimums. Substantially all of the Company’s properties are subject to long-term net leases under which the tenant is typically responsible to pay for their pro rata share of real estate taxes, insurance, and ordinary maintenance and repairs. Property operating expense recoveries from tenants of common area maintenance, real estate, and other recoverable costs are recognized as revenues in the period that the related expenses are incurred. Earnings Per Share Information: The Company presents both basic and diluted earnings (loss) per share. Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower per share amount. Restricted stock was included in the computation of diluted earnings (loss) per share and stock option awards were excluded from the computation of diluted earnings (loss) per share because the option awards would have been antidilutive for the periods presented. Cash and Cash Equivalents: The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash: Restricted cash represents reserves used to pay real estate taxes, insurance, repairs, leasing costs and capital improvements. Additionally, the Company has a $1.0 million certificate of deposit as collateral for a Letter of Credit in connection with a performance guarantee to complete certain site improvements at 20 East Halsey Road in Parsippany, New Jersey. At September 30, 2016 and December 31, 2015, the Company had restricted cash in the amount of approximately $3.0 million and $3.8 million, respectively, which was included in other assets on the condensed consolidated balance sheets. Fair Value Measurement: The Company determines fair value in accordance with ASC Topic 820, “Fair Value Measurement.” This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities disclosed at fair values are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are defined by ASC 820-10-35, are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment and the Company evaluates its hierarchy disclosures each quarter. Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Income Taxes: The Company is organized and conducts its operations to qualify as a REIT for federal income tax purposes. Accordingly, the Company is generally not subject to federal income taxation on the portion of its distributable income that qualifies as REIT taxable income, to the extent that it distributes at least 90% of its REIT taxable income to its stockholders and complies with certain other requirements as defined. The Company also participates in certain activities conducted by entities which elected to be treated as taxable subsidiaries under the Code. As such, the Company is subject to federal, state, and local taxes on the income from these activities. The Company accounts for income taxes under the asset and liability method as required by the provisions of ASC 740-10-30. Under this method, deferred tax assets and liabilities are established based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. ASC 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-65, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of September 30, 2016, and December 31, 2015, the Company had determined that no liabilities are required in connection with uncertain tax positions. As of September 30, 2016, the Company’s tax returns for the prior three years are subject to review by the Internal Revenue Service. Any interest and penalties would be expensed as incurred. Concentrations of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, which from time-to-time exceed the federal depository insurance coverage. Beginning January 1, 2013, all noninterest bearing transaction accounts deposited at an insured depository institution are insured by the Federal Deposit Insurance Corporation up to the standard maximum deposit amount of $250,000. Management believes that the Company is not exposed to any significant credit risk due to the credit worthiness of the financial institutions. Annual contractual rent of $9.5 million derived from five leases with the City of New York, represents approximately 24% of the Company’s total 2016 contractual rental income. Stock-Based Compensation: The Company has a stock-based compensation plan, which is described below in Note 6. The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” which establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is expensed at the grant date (for the portion that vests immediately) or ratably over the respective vesting periods. New Accounting Pronouncements: In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are intended to reduce diversity in practice. The ASU contains additional guidance clarifying when an entity should separate cash receipts and cash payments and classify them into more than one class of cash flows (including when reasonable judgment is required to estimate and allocate cash flows) versus when an entity should classify the aggregate amount into one class of cash flows on the basis of predominance. The amendments are effective for annual periods beginning after December 31, 2017 and interim periods within those annual periods. Early adoption is permitted. The adoption of ASU 2016-15 is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefits reduces taxes payable in the current period. Off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that are currently tracked off balance sheet would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. ASU 2016-09 also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. The amendments are effective for annual periods beginning after December 31, 2016 and interim periods within those annual periods. Early adoption is permitted. The adoption of ASU 2016-09 is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-07, “Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting.” ASU 2016-07 requires an investor to initially apply the equity method of accounting from the date it qualifies for that method, such as the date the investor obtains significant influence over the operating and financial policies of an investee. It eliminates the previous requirement to retroactively adjust the investment and record a cumulative catch up for the periods that the investment had been held, but did not qualify for the equity method of accounting. ASU 2016-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The amendments should be applied prospectively to increases in the level of ownership interest or degree of influence that result in the application of the equity method. The adoption of ASU 2016-07 is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” ASU 2016-02 requires lessees to recognize at the commencement date, a lease liability, which is the lessee’s obligation to make lease payments arising from a lease and measure it on a discounted basis. A lessee must recognize an asset when it represents a lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. ASU 2016-02 is effective for fiscal periods and interim periods within those fiscal periods beginning after December 15, 2018. Early adoption is permitted. The adoption is not expected to have a material impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurements of Financial Assets and Financial Liabilities.” ASU 2016-01 is intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments, except for those accounted for under the equity method of accounting, or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or accompanying notes to the financial statements. The new guidance eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. Under ASU 2016-01, a reporting company will be required to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 is effective for fiscal periods and interim periods within those fiscal periods beginning December 15, 2017. The adoption of ASU 2016-01 is not expected to have a material impact on the Company’s consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, “Business Combination (Topic 805): Simplifying the Accounting for Measurement Period Adjustments.” ASU 2015-16 requires adjustments to provisional amounts that are identified during the measurement period to be recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 requires an entity to disclose the nature and amount of measurement-period adjustments recognized in the current period, including separately the amounts in current-period income statement line items that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal periods and interim periods within those fiscal periods beginning after December 15, 2015. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated financial statements. In August 2015, the FASB issued ASU 2015-15, “Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” ASU 2015-15 clarifies that an entity can defer and present debt issuance costs related to line-of-credit arrangements as an asset that can subsequently be amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 is effective for fiscal periods and interim periods within those fiscal periods beginning after December 15, 2015. The adoption of ASU 2015-15 did not have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 is intended to simplify the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. ASU 2015-03 is effective for fiscal periods and interim periods within those fiscal periods beginning after December 15, 2015. The Company’s unamortized loan costs were netted against mortgage notes payable on its consolidated balance sheets. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810) – Amendments to the Consolidation Analysis.” ASU 2015-02 amends the consolidation requirements in Accounting Standards Codification (“ASC”) 810 “Consolidation” and changes the required consolidation analysis. The amendments in ASU No. 2015-02 affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. The amendments impact limited partnerships and legal entities, the evaluation of fees paid to a decision maker or service provider of a variable interest, the effect of fee arrangements on the primary beneficiary determination, the effect of related parties on the primary beneficiary determination, and certain investment funds. ASU No. 2015-02 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The adoption of ASU 2015-02 did not have a material impact on the Company’s consolidated financial statements. In January 2015, the FASB issued ASU No. 2015-01, “Income Statement – Extraordinary and Unusual Items.” ASU 2015-01 eliminates the concept of extraordinary items. However, the presentation and disclosure requirements for items that are either unusual in nature of infrequent in occurrence remain and will be expanded to include items that are both unusual in nature and infrequent in occurrence. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 did not have a material impact on the Company’s consolidated financial statements. During June 2014, the FASB issued ASU No. 2014-12, “Accounting for Share-Based Payments when the Terms of an Award Profile That a Performance Target Could be Achieved after the Requisite Service Period.” ASU 2014-12 provides explicit guidance on how to account for share-based payments that require a specific performance target to be achieved which may be achieved after an employee completes the requisite service period. ASU 2014-12 is effective for periods beginning after December 15, 2015 and may be applied either prospectively or retrospectively. ASU 2014-12 did not have a material impact on the Company’s consolidated financial statements. During May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transaction methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of its pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which the standard will be adopted in 2017. In April 2014, the FASB issued 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in ASU 2014-08 change the criteria for reporting a discontinued operation and require new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Only disposals representing a strategic shift in operations should be presented as discontinued operations. This accounting standards update is effective for annual filings beginning on or after December 15, 2014. The Company has restated certain prior period’s results of operations to be in compliance with ASU 2014-08. The adoption of ASU 2014-08 did not have a material impact on the Company’s consolidated financial statements. |
Real Estate
Real Estate | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Real Estate | 3. REAL ESTATE: On May 10, 2016, the Company acquired a 57,786 square foot warehouse/garage building in East New York, Brooklyn, New York for $10.0 million. The property is leased to The City of New York (DCAS) for the benefit of the Department of Sanitation for a term that expires December 31, 2025. The purchase was financed from the Company’s secured revolving credit facility. On June 1, 2016, the Company acquired a 208,656 square foot warehouse/distribution facility in Newark, Delaware for $17.0 million. The property is leased to Valassis Communications, Inc. for a term that expires April 30, 2025. The purchase was financed from the Company’s secured revolving credit facility. The acquired assets and liabilities associated with the East New York and Newark properties are based upon management’s best available information at the time of the preparation of the condensed consolidated financial statements. However, the business acquisition accounting for these properties are not complete and accordingly, such estimates of the value of acquired assets and liabilities are provisional until the valuations are finalized. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. The Company expects to finalize the valuations and complete the purchase price allocations as soon as practical, but no later than one year from the respective acquisition dates. The following table presents the Company’s allocation of the purchase prices of assets acquired and liabilities assumed during the nine months ended September 30, 2016 : Purchase Price Allocation Land $ 5,786 Building and improvements 19,512 Acquired lease intangibles assets, net 1,641 Other assets and costs 1,069 Acquired lease intangibles liabilities, net (970 ) Total Consideration $ 27,038 |
Mortgage Notes Payable
Mortgage Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | 4. MORTGAGE NOTES PAYABLE: The following table sets forth a summary of the Company’s mortgage notes payable (in thousands): Principal Principal Outstanding as of Outstanding as of Loan Interest Rate September 30, 2016 December 31, 2015 Maturity Athene Annuity & Life Company 3.00 % $ 15,000 $ 15,000 3/1/2018 Genworth Life Insurance Company 3.20 % 27,633 28,248 4/30/2018 People’s United Bank 5.23 % 2,341 2,392 10/1/2020 Hartford Accident & Indemnity Company 6.07 % 9,000 9,000 3/1/2020 People’s United Bank 4.18 % 15,500 15,500 10/15/2024 American International Group 4.05 % 233,100 233,100 3/1/2025 Allstate Corporation 4.00 % 39,100 39,100 4/1/2025 Subtotal 341,674 342,340 Unamortized loan costs (5,979 ) (6,600 ) Unamortized premiums 44 125 Total $ 335,739 $ 335,865 Mortgage notes payable includes $0.1 million of premium on the debt assumed in connection with the acquisition of the Windsor Locks, CT property in April 2014. The premium is being amortized as a reduction to interest expense over the life of the underlying debt. AIG Loan Agreement: On February 20, 2015 (the “Closing Date”), the Company refinanced the current outstanding debt on certain properties and placed new financing on others by entering into a Loan Agreement (the “Loan Agreement”) with American General Life Insurance Company, the Variable Life Insurance Company, the United States Life Insurance Company in the City of New York, American Home Assurance Company and Commerce and Industry Insurance Company. The Loan Agreement provides a secured loan in the principal amount of $233.1 million (the “AIG Loan”). The AIG Loan is a 10-year term loan that requires interest only payments at the rate of 4.05% per annum. During the period from April 1, 2015, to February 1, 2025, payments of interest only will be payable in arrears with the entire principal balance plus any accrued and unpaid interest due and payable on March 1, 2025. The Company’s obligation to pay the interest, principal and other amounts under the Loan Agreement are evidenced by the secured promissory notes executed on the Closing Date (the “Notes”). The Notes are secured by certain mortgages encumbering 28 properties in New York, New Jersey and Connecticut. Using the proceeds available under the AIG Loan, the Company repaid approximately $199.9 million of its outstanding indebtedness and fees including (i) $68.6 million to John Hancock Life Insurance Company, (ii) $56.0 million to Capital One, N.A., (iii) $50.2 million to Hartford Accident and Indemnity Company, and (iv) $25.1 million to United States Life Insurance Company thereby paying off and terminating those obligations. The loss on the extinguishment of debt of $14.9 million includes approximately $15.7 million in prepayment premiums and other fees, less the write-off of prior loan costs. Allstate Loan Agreement: On March 13, 2015, in connection with the acquisition of six properties in Piscataway, NJ, the Company closed on a $39.1 million cross-collateralized mortgage (the “Allstate Loan”) from Allstate Life Insurance Company, Allstate Life Insurance Company of New York and American Heritage Life Insurance Company. The Allstate Loan agreement provided a secured facility with a 10-year term loan. During the first three years of the term of the loan, it requires interest only payments at the rate of 4% per annum. Following this period until the loan matures on April 1, 2025, payments will be based on a 30-year amortization schedule. The mortgage notes payable are collateralized by certain of the properties and require monthly interest payments until maturity and are generally non-recourse. Some of the loans also require amortization of principal. Scheduled principal repayments for the remainder of 2016, the next five years and thereafter are as follows (in thousands): Remainder of 2016 $ 227 2017 3,924 2018 42,108 2019 789 2020 8,825 2021 852 Thereafter 284,949 Total $ 341,674 |
Secured Revolving Credit Facili
Secured Revolving Credit Facility | 9 Months Ended |
Sep. 30, 2016 | |
Line Of Credit Facility [Abstract] | |
Secured Revolving Credit Facility | 5. SECURED REVOLVING CREDIT FACILITY: On December 2, 2015, the Company entered into a Credit Agreement (the “Credit Agreement”) with Keybank National Association and Keybanc Capital Markets Inc., as lead arranger (collectively, “Key Bank”). The Credit Agreement contemplated a $50.0 million revolving line of credit facility, with an initial term of two years, with a one-year extension option, subject to certain other customary conditions. Loans drawn down by the Company under the facility will need to specify, at the Company’s option, whether they are Base Rate loans or LIBOR Rate loans. The Base Rate loans will bear a base rate of interest calculated as the greater of: (a) the fluctuating annual rate of interest announced from time to time by the Lenders as their “prime rate,” (b) 0.5% above the rate announced by the Federal Reserve Bank of Cleveland (or Federal Funds Effective Rate), or (c) LIBOR plus 100 basis points (bps). The LIBOR Rate loans will bear at a rate of LIBOR rate plus 300 to 350 bps, depending upon the overall leverage of the properties. Each revolving credit loan under the facility will be evidenced by separate promissory note(s). The Company agreed to pay to Key Bank a facility unused fee in the amount calculated as 0.30% for usage less than 50% and 0.20% for usage 50% or greater, calculated as a per diem rate, multiplied by the excess of the total commitment over the outstanding principal amount of the loans under the facility at the time of the calculation. Key Bank has the right to reduce the amount of loan commitments under the facility provided, among other things, they give an advance written notice of such reductions and that in no event the total commitment under the facility is less than $25.0 million. The Company may at its option convert any of the revolving credit loans into a revolving credit loan of another type which loan will then bear interest as a base rate loan or a LIBOR rate loan, subject to certain conversion conditions. In addition, Key Bank also agreed to extend, from time to time, as the Company may request, upon an advance written notice, swing loans in the total amount not to exceed $5.0 million. Such loans, if and when extended, will also be evidenced by separate promissory note(s). Due to the revolving nature of the facility, amounts prepaid under the facility may be borrowed again. The Credit Agreement contemplates (i) mandatory prepayments by the Company of any borrowings under the facility in excess of the total allowable commitment, among other events, and (ii) optional prepayments, without any penalty or premium, in whole or in part, subject to payments of any amounts due associated with the prepayment of LIBOR rate contracts. The Company’s obligations under the facility are secured by a first priority lien and security interest to be held by the agents for Key Bank, in certain of the property, rights and interests of the Company, the Guarantors (as defined below) their subsidiaries now existing and as may be acquired (collectively, the “Collateral”). GTJ REIT, Inc., GTJ GP, LLC, and each party to the Guaranty are collectively referred to as the “Guarantors.” The parties to the Credit Agreement also entered into several side agreements, including, the Joinder Agreements, the Assignment of Interests, the Acknowledgments, the Mortgages, the Guaranty, and other agreements and instruments to facilitate the transactions contemplated under the Credit Agreement. Such agreements contain terms and provisions that are customary for instruments of this nature. The Company’s continuing ability to borrow under the facility will be subject to its ongoing compliance with various affirmative and negative covenants, including, among others, with respect to liquidity, minimum occupancy, total indebtedness and minimum net worth. The Credit Agreement contains events of default and remedies customary for loan transactions of this sort including, among others, those related to a default in the payment of principal or interest, a material inaccuracy of a representation or warranty, and a default with regard to performance of certain covenants. The Credit Agreement includes customary representations and warranties of the Company which must continue to be true and correct in all material respects as a condition to future draws. In addition, the Credit Agreement also includes customary events of default (in certain cases subject to customary cure), in the event of which, amounts outstanding under the facility may be accelerated. The contemplated uses of proceeds under the Credit Agreement include, among others, repayment of indebtedness, funding of acquisitions, development and capital improvements, as well as working capital expenditures. Outstanding borrowings under the secured revolving credit facility as of September 30, 2016 and December 31, 2015 were $27.8 million and $0, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 6. STOCKHOLDERS’ EQUITY: Common Stock: The Company is authorized to issue 100,000,000 shares of common stock, $.0001 par value per share. As of September 30, 2016 and December 31, 2015, the Company had a total of 13,881,901 and 13,820,434 shares issued and outstanding, respectively. Preferred Stock: The Company is authorized to issue 10,000,000 shares of Series A preferred stock, $.0001 par value per share. Voting and other rights and preferences may be determined from time to time by the Board of Directors. In addition, the Company is authorized to issue 6,500,000 shares of Series B preferred stock, $.0001 par value per share. There are no voting rights associated with the Series B preferred stock. There was no preferred stock outstanding as of September 30, 2016, or December 31, 2015. Dividend Distributions: The following table presents dividends declared by the Company on its common stock during the nine months ended September 30, 2016: Declaration Record Payment Dividend Date Date Date Per Share March 24, 2016 April 10, 2016 April 15, 2016 $ 0.09 June 09, 2016 June 30, 2016 July 15, 2016 $ 0.09 August 09, 2016 September 30, 2016 October 11, 2016 $ 0.09 The total distributions paid in 2016 were the result of cash flows from operations. Purchase of Securities: The Company did not have a plan for the purchase of shares of its common stock. On February 8, 2016, the Operating Partnership purchased 227,043 shares of GTJ REIT, Inc. stock for approximately $1.2 million in connection with a settlement agreement with certain parties resolving litigation. Stock Based Compensation: The Company has a 2007 Incentive Award Plan (the “Plan”) that has intended purposes to further the growth, development, and financial success of the Company and to obtain and retain the services of those individuals considered essential to the long-term success of the Company. The Plan may provide for awards in the form of restricted shares, incentive stock options, non-qualified stock options and stock appreciation rights. The aggregate number of shares of common stock which may be awarded under the Plan is 1,000,000 shares. As of September 30, 2016, the Company had 325,380 shares available for future issuance of awards under the Plan. On March 21, 2013, the Company issued an aggregate of 50,002 restricted shares of common stock, with a value of approximately $320,000, under the Plan. A total of 3,126 of these shares, with a value of approximately $20,000 ($6.40 per share), were granted to non-management members of the Board of Directors, and vested immediately. The remaining 46,876 shares, with a value of approximately $300,000 ($6.40 per share), were granted to certain executives of the Company, and vest ratably over a four year period. One fourth of the shares vested on the grant date and the remaining shares vest in equal installments on the next three anniversary dates of the grant. On June 6, 2013, the Company issued an aggregate of 9,378 restricted shares of common stock, with a value of approximately $60,000 ($6.40 per share), under the Plan. These shares were granted to non-management members of the Board of Directors and vested immediately. On June 4, 2014, 44,704 restricted shares of common stock, with a value of approximately $304,000 (based upon an estimated value of $6.80) were granted to certain executives of the Company. One sixth of the shares vest immediately upon issuance and the remaining shares vest in equal installments on the next five anniversary dates of the grant. On June 19, 2014, the Company issued an aggregate of 8,820 restricted shares of common stock with a value of approximately $60,000 (based upon an estimated value of $6.80 per share) under the Plan to non-managing members of the Board of Directors. The shares vested immediately upon issuance. On March 26, 2015, the Company issued 43,010 restricted shares of common stock, with a value of approximately $400,000 (based upon an estimated value of $9.30) were granted to certain executives of the Company. One sixth of the shares vest immediately upon issuance and the remaining shares vest in equal installments on the next five anniversary dates of the grant. On June 19, 2015, the Company issued an aggregate of 16,436 restricted shares of common stock with a value of approximately $175,000 (based upon an estimated value of $10.65 per share) under the Plan to non-managing members of the Board of Directors. The shares vested immediately upon issuance. On March 24, 2016, the Company issued 47,043 restricted shares of common stock, with a value of approximately $489,000 (based upon an estimated value of $10.40) were granted to certain executives of the Company. One sixth of the shares vest immediately upon issuance and the remaining shares vest in equal installments on the next five anniversary dates of the grant. On June 9, 2016, the Company issued an aggregate of 14,424 restricted shares of common stock with a value of approximately $150,000 (based upon an estimated value of $10.40 per share) under the Plan to non-managing members of the Board of Directors. The shares vested immediately upon issuance. Management has determined the value of a share of common stock to be $10.40 based on a valuation completed March 16, 2016 with the assistance of an independent third-party for the purpose of valuing shares of the Company’s common stock pursuant to The Plan. This value is not necessarily indicative of the fair market value of a share of the Company’s common stock. For the nine months ended September 30, 2016 and 2015, the Company’s total stock compensation expense was approximately $457,000 and $464,000, respectively. As of September 30, 2016, there was approximately $527,000 of unamortized stock compensation related to restricted stock. That cost is expected to be recognized over a weighted average period of 1.8 years. The following is a summary of restricted stock activity: Weighted Average Grant Date Fair Shares Value Non-vested shares outstanding as of December 31, 2015 37,245 $ 9.27 New shares issued through September 30, 2016 61,467 $ 10.40 Vested (45,619 ) $ 9.90 Non-vested shares outstanding as of September 30, 2016 53,093 $ 9.93 The following is an amortization schedule of the total unamortized shares of restricted stock outstanding as of September 30, 2016: Non-vested Shares Amortization Schedule Number of Shares 2016 (3 months) 8,235 2017 22,622 2018 13,012 2019 6,535 2020 2,297 2021 392 Total Non-vested Shares 53,093 |
Earnings (Loss) per Share
Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | 7. EARNINGS (LOSS) PER SHARE: In accordance with ASC Topic 260 “Earnings Per Share,” basic earnings per common share (“Basic EPS”) is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share (“Diluted EPS”) is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares and dilutive common share equivalents and convertible securities then outstanding. There were no common share equivalents for any of the periods presented in dilutive earnings per share. The following table sets forth the computation of basic and diluted earnings per share information for the three and nine months ended September 30, 2016 and 2015 (in thousands, except share and per share data): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Numerator: Net income (loss) attributable to common stockholders $ 1,051 $ 1,413 $ 2,048 $ (7,632 ) Denominator: Weighted average common shares outstanding – basic and diluted 13,710,522 13,788,674 13,708,700 13,765,326 Basic and Diluted Per Share Information: Net income (loss) per share – basic and diluted $ 0.08 $ 0.10 $ 0.15 $ (0.55 ) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. RELATED PARTY TRANSACTIONS: Paul Cooper, the Chairman and Chief Executive Officer, and Louis Sheinker, the President, Secretary and Chief Operating Officer, each hold passive, minority interests in a real estate brokerage firm, The Rochlin Organization. The firm acted as the exclusive broker for one of the Company’s properties. In 2013, the firm introduced a new tenant to the property, resulting in the execution of a lease agreement and subsequent lease modification. The firm earned aggregate brokerage cash commissions of approximately $60,000 based on a total lease value of $1,015,000. In January 2014, the new tenant expanded further which resulted in approximately $95,000 of brokerage commissions on the additional lease modification value of $2,100,000. In November 2015, the tenant concluded negotiations to expand an additional 35,000 square feet which resulted in approximately $12,000 of brokerage commissions on the additional lease modification value of $200,000. The Company’s executive and administrative offices, located at 60 Hempstead Avenue, West Hempstead, NY, are being leased from Lighthouse Sixty, L.P., a partnership of which Paul Cooper and Louis Sheinker are managing members of the general partner. This lease agreement expires in 2020 and has a current annual base rent of $282,000 with aggregate lease payments totaling $1.8 million. On December 11, 2013, the Company and Jerome Cooper, the former Chairman Emeritus, entered into a separation agreement. The agreement provides for the payment to Mr. Cooper of an aggregate of $360,000; payable in three equal annual installments of $120,000, commencing January 1, 2014. Mr. Cooper passed away on May 20, 2015. Under the terms of the separation agreement, Mr. Cooper’s heirs received the balance of the payments on January 1, 2016. On November 4, 2014, the Company invested $1.8 million for a limited partnership interest in Garden 1101 Stewart, L.P. (“Garden 1101”). Garden 1101 was formed for the purpose of acquiring a 90,000 square foot office building in Garden City, NY that will be converted to a medical office building. The general partners of Garden 1101 include the members of Green Holland Ventures; Paul Cooper and Louis Sheinker. The investment is included in other assets on the consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES: Legal Matters: The Company is involved in lawsuits and other disputes which arise in the ordinary course of business. However, management believes that these matters will not have a material adverse effect, individually or in the aggregate, on the Company’s financial position or results of operations. Letter of Credit: On November 4, 2015, the Company posted a $957,708 Letter of Credit with Bank of America, N.A. in connection with a performance guarantee to complete certain site improvements at 20 East Halsey Road in Parsippany, New Jersey. The Township of Parsippany-Troy Hills was the beneficiary. The term was for one year plus applicable extensions. On October 18, 2016, the beneficiary issued a resolution releasing the Letter of Credit as the site improvements were satisfactorily completed. The Letter of Credit was cancelled on October 31, 2016. Divestiture: The Company has a pension withdrawal liability relating to a previous divestiture. As of September 30, 2016 and December 31, 2015, the remaining liability was approximately $1.2 million and $1.3 million, respectively, and is included in other liabilities on the accompanying condensed consolidated balance sheets. The liability is payable in monthly installments of approximately $8,100, including interest, over a twenty-year term ending in 2032. Environmental Matters: As of September 30, 2016, three of the Company’s six former bus depot sites received final regulatory closure, satisfying outstanding clean-up obligations related to legacy site contamination issues. Three sites continue with on-going cleanup, monitoring and reporting activities. Each of the six sites remain in compliance with existing local, state and federal obligations. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 10. FAIR VALUE: Fair Value of Financial Instruments: The fair value of the Company’s financial instruments is determined based upon applicable accounting guidance. 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. The guidance requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3). The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, available-for-sale securities and secured revolving credit facility approximated their carrying value because of the short-term nature based on Level 1 inputs. The fair values of mortgage notes payable and pension withdrawal liability are based on borrowing rates available to the Company, which are Level 2 inputs. The following table summarizes the carrying values and the estimated fair values of the financial September 30, 2016 December 31, 2015 Carrying Estimated Carrying Estimated Value Value Value Value Financial assets: Cash and cash equivalents $ 10,754 $ 10,754 $ 15,005 $ 15,005 Accounts receivable 223 223 772 772 Investment in limited partnership 1,470 1,470 1,807 1,807 Financial liabilities: Accounts payable and accrued expenses $ 2,221 $ 2,221 $ 2,513 $ 2,513 Secured revolving credit facility 27,775 27,775 — — Mortgage notes payable 341,674 352,106 342,340 338,432 Pension withdrawal liability 1,212 1,258 1,258 1,243 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the financial statements of the Company, its wholly owned subsidiaries, and the Operating Partnership, as the Company makes all operating and financial decisions for (i.e., exercises control over) the Operating Partnership. All material intercompany transactions have been eliminated. The ownership interests of the other investors in the Operating Partnership are presented as non-controlling interests. The accompanying unaudited condensed consolidated interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. The Company’s management believes that the disclosures presented in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. In management’s opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited condensed consolidated interim financial information should be read in conjunction with the Company’s December 31, 2015, audited consolidated financial statements, as previously filed with the SEC on Form 10-K on March 29, 2016, and other public information. During the three months ended September 30, 2016, the Company determined that certain transactions involving the issuance of limited partnership interests of the Operating Partnership, should have resulted in a reallocation between the Operating Partnership’s non-controlling interest (“OP NCI ”) Certain reclassifications of prior period amounts have been made in the financial statements in order to conform to the 2016 presentation. |
Use of Estimates | Use of Estimates: The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. All of these estimates reflect management’s best judgment about current economic and market conditions and their effects based on information available as of the date of these condensed consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in impairments of certain assets. Significant estimates include the useful lives of long lived assets including property, equipment and intangible assets, impairment of assets, collectability of receivables, contingencies, and stock-based compensation. |
Real Estate | Real Estate: Real estate assets are stated at cost, less accumulated depreciation and amortization. All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations, and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs, and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred. Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired tangible assets (generally consisting of land, buildings and building improvements, and tenant improvements) and identified intangible assets and liabilities (generally consisting of above-market and below-market leases and the origination value of in-place leases) in accordance with GAAP. We utilize methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The fair value of the tangible assets of an acquired property considers the value of the property “as-if-vacant.” In allocating purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the differences between contractual rentals and estimated market rents over the applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk associated with the respective tenants. Fixed-rate-renewal options have been included in the calculation of the fair value of acquired leases where applicable. The aggregate value of in-place leases is measured based on the avoided costs associated with lack of revenue over a market oriented lease-up period, the avoided leasing commissions, and other avoided costs common in similar leasing transactions. Mortgage notes payable assumed in connection with acquisitions are recorded at their fair value using current market interest rates for similar debt at the time of acquisitions. Acquisition related costs are expensed as incurred. The capitalized above-market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases and the capitalized below-market lease values are amortized as an increase to rental revenue over the remaining term of the respective leases. The value of in-place leases is based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during expected lease-up periods, current market conditions, and costs to execute similar leases. The values of in-place leases are amortized over the remaining term of the respective leases. If a tenant terminates its lease prior to its contractual expiration date, any unamortized balance of the related intangible assets or liabilities is recorded as income or expense in the period. The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $0.4 million and $0.3 million for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, above-market and in-place leases of approximately $2.0 million and $13.1 million (net of accumulated amortization), respectively, are included in acquired lease intangible assets, net in the accompanying condensed consolidated balance sheets. As of December 31, 2015, above-market and in-place leases of approximately $2.4 million and $13.6 million (net of accumulated amortization), respectively, are included in the acquired lease intangible assets, net in the accompanying condensed consolidated balance sheets. As of September 30, 2016, and December 31, 2015, approximately $7.0 million and $6.8 million, respectively, (net of accumulated amortization) relating to below-market leases are included in acquired lease intangible liabilities, net in the accompanying condensed consolidated balance sheets. The following table presents the projected impact for the remainder of 2016, the next five years and thereafter related to the net increase to rental revenue from the amortization of the acquired above-market and below-market lease intangibles and the increase to amortization expense of the in-place lease intangibles for properties owned at September 30, 2016 (in thousands): Increase to Net amortization rental revenues expense Remainder of 2016 $ 165 $ 619 2017 457 2,196 2018 479 2,030 2019 565 1,657 2020 665 1,329 2021 514 1,102 Thereafter 2,147 4,158 $ 4,992 $ 13,091 |
Depreciation and Amortization | Depreciation and Amortization: The Company uses the straight-line method for depreciation and amortization. Properties and property improvements are depreciated over their estimated useful lives, which range from 5 to 40 years. Furniture, fixtures, and equipment are depreciated over estimated useful lives that range from 5 to 10 years. Tenant improvements are amortized over the shorter of the remaining non-cancellable term of the related leases or their useful lives. |
Asset Impairment | Asset Impairment: Management reviews each real estate investment for impairment whenever events or circumstances indicate that the carrying value of a real estate investment may not be recoverable. The review of recoverability is based on an estimate of the undiscounted future cash flows that are expected to result from the real estate investment’s use and eventual disposition. Such cash flow analyses consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value. Management is required to make subjective assessments as to whether there are impairments in the value of its real estate holdings. These assessments could have a direct impact on net income, because an impairment loss is recognized in the period the assessment is made. Management has determined that there were no indicators of impairment relating to its long-lived assets at September 30, 2016. |
Deferred Charges | Deferred Charges: Deferred charges consist principally of leasing commissions, which are amortized over the life of the related tenant leases, and financing costs, which are amortized over the terms of the respective debt agreements. Deferred financing costs relating to the secured revolving credit facility and deferred leasing charges are included in other assets on the consolidated balance sheets. Deferred financing costs related to mortgage notes payable are included as a reduction of mortgage notes payable on the consolidated balance sheets. |
Reportable Segments | Reportable Segments: The Company operates in one reportable segment, commercial real estate. |
Revenue Recognition | Revenue Recognition: Rental income includes the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported on a straight-line basis over the term of the lease. In order for management to determine, in its judgment, that the unbilled rent receivable applicable to each specific tenant is collectible, management reviews billed and unbilled rent receivables on a quarterly basis and takes into consideration the tenant’s payment history and financial condition. Some of the leases provide for additional contingent rental revenue in the form of percentage rents and increases based on the consumer price index, subject to certain maximums and minimums. Substantially all of the Company’s properties are subject to long-term net leases under which the tenant is typically responsible to pay for their pro rata share of real estate taxes, insurance, and ordinary maintenance and repairs. Property operating expense recoveries from tenants of common area maintenance, real estate, and other recoverable costs are recognized as revenues in the period that the related expenses are incurred. |
Earnings Per Share Information | Earnings Per Share Information: The Company presents both basic and diluted earnings (loss) per share. Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower per share amount. Restricted stock was included in the computation of diluted earnings (loss) per share and stock option awards were excluded from the computation of diluted earnings (loss) per share because the option awards would have been antidilutive for the periods presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash: Restricted cash represents reserves used to pay real estate taxes, insurance, repairs, leasing costs and capital improvements. Additionally, the Company has a $1.0 million certificate of deposit as collateral for a Letter of Credit in connection with a performance guarantee to complete certain site improvements at 20 East Halsey Road in Parsippany, New Jersey. At September 30, 2016 and December 31, 2015, the Company had restricted cash in the amount of approximately $3.0 million and $3.8 million, respectively, which was included in other assets on the condensed consolidated balance sheets. |
Fair Value Measurement | Fair Value Measurement: The Company determines fair value in accordance with ASC Topic 820, “Fair Value Measurement.” This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities disclosed at fair values are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are defined by ASC 820-10-35, are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment and the Company evaluates its hierarchy disclosures each quarter. Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
Income Taxes | Income Taxes: The Company is organized and conducts its operations to qualify as a REIT for federal income tax purposes. Accordingly, the Company is generally not subject to federal income taxation on the portion of its distributable income that qualifies as REIT taxable income, to the extent that it distributes at least 90% of its REIT taxable income to its stockholders and complies with certain other requirements as defined. The Company also participates in certain activities conducted by entities which elected to be treated as taxable subsidiaries under the Code. As such, the Company is subject to federal, state, and local taxes on the income from these activities. The Company accounts for income taxes under the asset and liability method as required by the provisions of ASC 740-10-30. Under this method, deferred tax assets and liabilities are established based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. ASC 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-65, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of September 30, 2016, and December 31, 2015, the Company had determined that no liabilities are required in connection with uncertain tax positions. As of September 30, 2016, the Company’s tax returns for the prior three years are subject to review by the Internal Revenue Service. Any interest and penalties would be expensed as incurred. |
Concentrations of Credit Risk | Concentrations of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, which from time-to-time exceed the federal depository insurance coverage. Beginning January 1, 2013, all noninterest bearing transaction accounts deposited at an insured depository institution are insured by the Federal Deposit Insurance Corporation up to the standard maximum deposit amount of $250,000. Management believes that the Company is not exposed to any significant credit risk due to the credit worthiness of the financial institutions. Annual contractual rent of $9.5 million derived from five leases with the City of New York, represents approximately 24% of the Company’s total 2016 contractual rental income. |
Stock-Based Compensation | Stock-Based Compensation: The Company has a stock-based compensation plan, which is described below in Note 6. The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” which establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is expensed at the grant date (for the portion that vests immediately) or ratably over the respective vesting periods. |
New Accounting Pronouncements | New Accounting Pronouncements: In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are intended to reduce diversity in practice. The ASU contains additional guidance clarifying when an entity should separate cash receipts and cash payments and classify them into more than one class of cash flows (including when reasonable judgment is required to estimate and allocate cash flows) versus when an entity should classify the aggregate amount into one class of cash flows on the basis of predominance. The amendments are effective for annual periods beginning after December 31, 2017 and interim periods within those annual periods. Early adoption is permitted. The adoption of ASU 2016-15 is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefits reduces taxes payable in the current period. Off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that are currently tracked off balance sheet would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. ASU 2016-09 also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. The amendments are effective for annual periods beginning after December 31, 2016 and interim periods within those annual periods. Early adoption is permitted. The adoption of ASU 2016-09 is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-07, “Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting.” ASU 2016-07 requires an investor to initially apply the equity method of accounting from the date it qualifies for that method, such as the date the investor obtains significant influence over the operating and financial policies of an investee. It eliminates the previous requirement to retroactively adjust the investment and record a cumulative catch up for the periods that the investment had been held, but did not qualify for the equity method of accounting. ASU 2016-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The amendments should be applied prospectively to increases in the level of ownership interest or degree of influence that result in the application of the equity method. The adoption of ASU 2016-07 is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” ASU 2016-02 requires lessees to recognize at the commencement date, a lease liability, which is the lessee’s obligation to make lease payments arising from a lease and measure it on a discounted basis. A lessee must recognize an asset when it represents a lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. ASU 2016-02 is effective for fiscal periods and interim periods within those fiscal periods beginning after December 15, 2018. Early adoption is permitted. The adoption is not expected to have a material impact on the Company’s consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurements of Financial Assets and Financial Liabilities.” ASU 2016-01 is intended to improve the recognition and measurement of financial instruments. The new guidance requires equity investments, except for those accounted for under the equity method of accounting, or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or accompanying notes to the financial statements. The new guidance eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. Under ASU 2016-01, a reporting company will be required to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 is effective for fiscal periods and interim periods within those fiscal periods beginning December 15, 2017. The adoption of ASU 2016-01 is not expected to have a material impact on the Company’s consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, “Business Combination (Topic 805): Simplifying the Accounting for Measurement Period Adjustments.” ASU 2015-16 requires adjustments to provisional amounts that are identified during the measurement period to be recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 requires an entity to disclose the nature and amount of measurement-period adjustments recognized in the current period, including separately the amounts in current-period income statement line items that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal periods and interim periods within those fiscal periods beginning after December 15, 2015. The adoption of ASU 2015-16 did not have a material impact on the Company’s consolidated financial statements. In August 2015, the FASB issued ASU 2015-15, “Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” ASU 2015-15 clarifies that an entity can defer and present debt issuance costs related to line-of-credit arrangements as an asset that can subsequently be amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 is effective for fiscal periods and interim periods within those fiscal periods beginning after December 15, 2015. The adoption of ASU 2015-15 did not have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 is intended to simplify the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. ASU 2015-03 is effective for fiscal periods and interim periods within those fiscal periods beginning after December 15, 2015. The Company’s unamortized loan costs were netted against mortgage notes payable on its consolidated balance sheets. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810) – Amendments to the Consolidation Analysis.” ASU 2015-02 amends the consolidation requirements in Accounting Standards Codification (“ASC”) 810 “Consolidation” and changes the required consolidation analysis. The amendments in ASU No. 2015-02 affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. The amendments impact limited partnerships and legal entities, the evaluation of fees paid to a decision maker or service provider of a variable interest, the effect of fee arrangements on the primary beneficiary determination, the effect of related parties on the primary beneficiary determination, and certain investment funds. ASU No. 2015-02 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The adoption of ASU 2015-02 did not have a material impact on the Company’s consolidated financial statements. In January 2015, the FASB issued ASU No. 2015-01, “Income Statement – Extraordinary and Unusual Items.” ASU 2015-01 eliminates the concept of extraordinary items. However, the presentation and disclosure requirements for items that are either unusual in nature of infrequent in occurrence remain and will be expanded to include items that are both unusual in nature and infrequent in occurrence. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 did not have a material impact on the Company’s consolidated financial statements. During June 2014, the FASB issued ASU No. 2014-12, “Accounting for Share-Based Payments when the Terms of an Award Profile That a Performance Target Could be Achieved after the Requisite Service Period.” ASU 2014-12 provides explicit guidance on how to account for share-based payments that require a specific performance target to be achieved which may be achieved after an employee completes the requisite service period. ASU 2014-12 is effective for periods beginning after December 15, 2015 and may be applied either prospectively or retrospectively. ASU 2014-12 did not have a material impact on the Company’s consolidated financial statements. During May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transaction methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of its pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which the standard will be adopted in 2017. In April 2014, the FASB issued 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in ASU 2014-08 change the criteria for reporting a discontinued operation and require new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Only disposals representing a strategic shift in operations should be presented as discontinued operations. This accounting standards update is effective for annual filings beginning on or after December 15, 2014. The Company has restated certain prior period’s results of operations to be in compliance with ASU 2014-08. The adoption of ASU 2014-08 did not have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Projected Impact of Above Market Below Market and In-Place Lease Intangibles | The following table presents the projected impact for the remainder of 2016, the next five years and thereafter related to the net increase to rental revenue from the amortization of the acquired above-market and below-market lease intangibles and the increase to amortization expense of the in-place lease intangibles for properties owned at September 30, 2016 (in thousands): Increase to Net amortization rental revenues expense Remainder of 2016 $ 165 $ 619 2017 457 2,196 2018 479 2,030 2019 565 1,657 2020 665 1,329 2021 514 1,102 Thereafter 2,147 4,158 $ 4,992 $ 13,091 |
Real Estate (Tables)
Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Schedule of Allocations of the Purchase Prices of Assets Acquired and Liabilities Assumed | The following table presents the Company’s allocation of the purchase prices of assets acquired and liabilities assumed during the nine months ended September 30, 2016 : Purchase Price Allocation Land $ 5,786 Building and improvements 19,512 Acquired lease intangibles assets, net 1,641 Other assets and costs 1,069 Acquired lease intangibles liabilities, net (970 ) Total Consideration $ 27,038 |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Company's Mortgage Notes Payable | The following table sets forth a summary of the Company’s mortgage notes payable (in thousands): Principal Principal Outstanding as of Outstanding as of Loan Interest Rate September 30, 2016 December 31, 2015 Maturity Athene Annuity & Life Company 3.00 % $ 15,000 $ 15,000 3/1/2018 Genworth Life Insurance Company 3.20 % 27,633 28,248 4/30/2018 People’s United Bank 5.23 % 2,341 2,392 10/1/2020 Hartford Accident & Indemnity Company 6.07 % 9,000 9,000 3/1/2020 People’s United Bank 4.18 % 15,500 15,500 10/15/2024 American International Group 4.05 % 233,100 233,100 3/1/2025 Allstate Corporation 4.00 % 39,100 39,100 4/1/2025 Subtotal 341,674 342,340 Unamortized loan costs (5,979 ) (6,600 ) Unamortized premiums 44 125 Total $ 335,739 $ 335,865 |
Schedule of Principal Repayments | Scheduled principal repayments for the remainder of 2016, the next five years and thereafter are as follows (in thousands): Remainder of 2016 $ 227 2017 3,924 2018 42,108 2019 789 2020 8,825 2021 852 Thereafter 284,949 Total $ 341,674 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Dividends Declared on Common Stock | The following table presents dividends declared by the Company on its common stock during the nine months ended September 30, 2016: Declaration Record Payment Dividend Date Date Date Per Share March 24, 2016 April 10, 2016 April 15, 2016 $ 0.09 June 09, 2016 June 30, 2016 July 15, 2016 $ 0.09 August 09, 2016 September 30, 2016 October 11, 2016 $ 0.09 The total distributions paid in 2016 were the result of cash flows from operations. |
Summary of Restricted Stock Activity | The following is a summary of restricted stock activity: Weighted Average Grant Date Fair Shares Value Non-vested shares outstanding as of December 31, 2015 37,245 $ 9.27 New shares issued through September 30, 2016 61,467 $ 10.40 Vested (45,619 ) $ 9.90 Non-vested shares outstanding as of September 30, 2016 53,093 $ 9.93 |
Amortization Schedule of Total Unamortized Shares of Restricted Stock Outstanding | The following is an amortization schedule of the total unamortized shares of restricted stock outstanding as of September 30, 2016: Non-vested Shares Amortization Schedule Number of Shares 2016 (3 months) 8,235 2017 22,622 2018 13,012 2019 6,535 2020 2,297 2021 392 Total Non-vested Shares 53,093 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share Information | The following table sets forth the computation of basic and diluted earnings per share information for the three and nine months ended September 30, 2016 and 2015 (in thousands, except share and per share data): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Numerator: Net income (loss) attributable to common stockholders $ 1,051 $ 1,413 $ 2,048 $ (7,632 ) Denominator: Weighted average common shares outstanding – basic and diluted 13,710,522 13,788,674 13,708,700 13,765,326 Basic and Diluted Per Share Information: Net income (loss) per share – basic and diluted $ 0.08 $ 0.10 $ 0.15 $ (0.55 ) |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | The following table summarizes the carrying values and the estimated fair values of the financial September 30, 2016 December 31, 2015 Carrying Estimated Carrying Estimated Value Value Value Value Financial assets: Cash and cash equivalents $ 10,754 $ 10,754 $ 15,005 $ 15,005 Accounts receivable 223 223 772 772 Investment in limited partnership 1,470 1,470 1,807 1,807 Financial liabilities: Accounts payable and accrued expenses $ 2,221 $ 2,221 $ 2,513 $ 2,513 Secured revolving credit facility 27,775 27,775 — — Mortgage notes payable 341,674 352,106 342,340 338,432 Pension withdrawal liability 1,212 1,258 1,258 1,243 |
Organization and Description 24
Organization and Description of Business - Additional Information (Detail) shares in Millions, ft² in Millions | Jan. 17, 2013Property | Sep. 30, 2016ft²aPropertyshares | Dec. 31, 2013 |
Organization And Description Of Business [Line Items] | |||
Number of commercial properties acquired | Property | 25 | ||
Operating Partnership [Member] | |||
Organization And Description Of Business [Line Items] | |||
Ownership interest in partnership units (as a percent) | 33.29% | 33.78% | |
Number of shares of common stock that can be issued on conversion of interest in limited partnership | shares | 2 | ||
Number of properties owned | Property | 47 | ||
Leasable area owned by the company | ft² | 5.6 | ||
Area of land in New York, New Jersey, Connecticut, and Delaware | a | 349 | ||
Operating Partnership [Member] | Series B Preferred Stock, Non-Voting [Member] | |||
Organization And Description Of Business [Line Items] | |||
Number of shares of preferred stock that can be issued on conversion of interest in limited partnership | shares | 5.1 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($)Lease | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)SegmentLease | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||||
Offsetting reduction to Operating Partnership’s non-controlling interest | $ 24,800,000 | ||||
Net impact to rental revenues due to the amortization of above and below market leases | $ 400,000 | $ 300,000 | |||
Amortization to below market leases | 7,013,000 | $ 7,013,000 | $ 6,833,000 | ||
Number of reportable segments | Segment | 1 | ||||
Uncertain tax positions | 0 | $ 0 | 0 | ||
Standard maximum deposit insurance amount | 250,000 | 250,000 | |||
Annual contractual lease rent | $ 10,805,000 | $ 10,272,000 | $ 31,362,000 | $ 29,876,000 | |
Customer Concentration Risk [Member] | Sales Revenue Net [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Number of operating leases | Lease | 5 | 5 | |||
Annual contractual lease rent | $ 9,500,000 | ||||
Percentage of contractual rental income | 24.00% | ||||
Other Assets [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Restricted cash | $ 3,000,000 | $ 3,000,000 | 3,800,000 | ||
Certificate of Deposits [Member] | Letter Of Credit | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Certificate of deposit as collateral for letter of credit | 1,000,000 | $ 1,000,000 | |||
Minimum [Member] | Properties and Property Improvements [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 5 years | ||||
Minimum [Member] | Furniture, Fixtures and Equipment [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 5 years | ||||
Maximum [Member] | Properties and Property Improvements [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 40 years | ||||
Maximum [Member] | Furniture, Fixtures and Equipment [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 10 years | ||||
Above Market Lease [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Acquired lease intangible assets, net | 2,000,000 | $ 2,000,000 | 2,400,000 | ||
In-place Lease [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Acquired lease intangible assets, net | $ 13,091,000 | $ 13,091,000 | $ 13,600,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Projected Impact of Above Market Below Market and In-Place Lease Intangibles (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Net increase to rental revenues: | ||
Remainder of 2016 | $ 165 | |
2,017 | 457 | |
2,018 | 479 | |
2,019 | 565 | |
2,020 | 665 | |
2,021 | 514 | |
Thereafter | 2,147 | |
Net increase to rental revenues | 4,992 | |
In-place Lease [Member] | ||
Increase to amortization expense: | ||
Remainder of 2016 | 619 | |
2,017 | 2,196 | |
2,018 | 2,030 | |
2,019 | 1,657 | |
2,020 | 1,329 | |
2,021 | 1,102 | |
Thereafter | 4,158 | |
Increase to amortization expense | $ 13,091 | $ 13,600 |
Real Estate - Additional Inform
Real Estate - Additional Information (Detail) $ in Millions | Jun. 01, 2016USD ($)ft² | May 10, 2016USD ($)ft² | Sep. 30, 2016 |
East New York [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition | May 10, 2016 | ||
Building acquired | ft² | 57,786 | ||
Payments to acquire real estate | $ | $ 10 | ||
Newark [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition | Jun. 1, 2016 | ||
Building acquired | ft² | 208,656 | ||
Payments to acquire real estate | $ | $ 17 | ||
City of New York [Member] | |||
Business Acquisition [Line Items] | |||
Lease expiration date | Dec. 31, 2025 | ||
Valassis Communications, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Lease expiration date | Apr. 30, 2025 |
Real Estate - Schedule of Alloc
Real Estate - Schedule of Allocations of the Purchase Prices of Assets Acquired and Liabilities Assumed (Detail) $ in Thousands | Sep. 30, 2016USD ($) |
Real Estate [Abstract] | |
Land | $ 5,786 |
Building and improvements | 19,512 |
Acquired lease intangibles assets, net | 1,641 |
Other assets and costs | 1,069 |
Acquired lease intangibles liabilities, net | (970) |
Total Consideration | $ 27,038 |
Mortgage Notes Payable - Summar
Mortgage Notes Payable - Summary of Company's Mortgage Notes Payable (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 341,674 | $ 342,340 |
Unamortized loan costs | (5,979) | (6,600) |
Unamortized premiums | 44 | 125 |
Mortgage notes payable, net | $ 335,739 | 335,865 |
Athene Annuity And Life Assurance Company, Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.00% | |
Mortgage notes payable | $ 15,000 | 15,000 |
Maturity | Mar. 1, 2018 | |
Genworth Life Insurance Company, Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.20% | |
Mortgage notes payable | $ 27,633 | 28,248 |
Maturity | Apr. 30, 2018 | |
People's United Bank, Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.23% | |
Mortgage notes payable | $ 2,341 | 2,392 |
Maturity | Oct. 1, 2020 | |
Hartford Accident and Indemnity Company, Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.07% | |
Mortgage notes payable | $ 9,000 | 9,000 |
Maturity | Mar. 1, 2020 | |
4.18% People's United Bank, Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.18% | |
Mortgage notes payable | $ 15,500 | 15,500 |
Maturity | Oct. 15, 2024 | |
American International Group, Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.05% | |
Mortgage notes payable | $ 233,100 | 233,100 |
Maturity | Mar. 1, 2025 | |
Allstate Corporation, Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.00% | |
Mortgage notes payable | $ 39,100 | $ 39,100 |
Maturity | Apr. 1, 2025 |
Mortgage Notes Payable - Additi
Mortgage Notes Payable - Additional Information (Detail) | Mar. 13, 2015USD ($)Property | Feb. 20, 2015USD ($)Property | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Apr. 30, 2014USD ($) |
Debt Instrument [Line Items] | ||||||
Mortgage notes payable, premiums on debt assumed | $ 44,000 | $ 125,000 | ||||
Loss on extinguishment of debt | $ 14,876,000 | |||||
Mortgage notes payable | 341,674,000 | 342,340,000 | ||||
Piscataway, NJ [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of properties acquired | Property | 6 | |||||
Allstate Corporation, Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Mortgage notes payable | $ 39,100,000 | $ 39,100,000 | ||||
Interest Rate | 4.00% | |||||
Loan agreement maturity date | Apr. 1, 2025 | |||||
Allstate Corporation, Loan [Member] | Piscataway, NJ [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Permanent financing period | 10 years | |||||
Mortgage notes payable | $ 39,100,000 | |||||
Interest Rate | 4.00% | |||||
Payment term based on amortization schedule | 30 years | |||||
Loan agreement maturity date | Apr. 1, 2025 | |||||
AIG Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 233,100,000 | |||||
Permanent financing period | 10 years | |||||
Permanent financing interest rate | 4.05% | |||||
Debt instrument, payment terms | During the period from April 1, 2015, to February 1, 2025, payments of interest only will be payable in arrears with the entire principal balance plus any accrued and unpaid interest due and payable on March 1, 2025. | |||||
Number of collateralized properties | Property | 28 | |||||
Repayments of outstanding indebtedness | $ 199,900,000 | |||||
Loss on extinguishment of debt | 14,900,000 | |||||
Prepayment premiums and other fees | 15,700,000 | |||||
AIG Loan [Member] | Line of Credit with Capital One, N.A. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of outstanding indebtedness | 56,000,000 | |||||
AIG Loan [Member] | John Hancock Life Insurance Company, Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of outstanding indebtedness | 68,600,000 | |||||
AIG Loan [Member] | Hartford Accident & Indemnity Company, Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of outstanding indebtedness | 50,200,000 | |||||
AIG Loan [Member] | United States Life Insurance Company, Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of outstanding indebtedness | $ 25,100,000 | |||||
Windsor Locks, CT [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Mortgage notes payable, premiums on debt assumed | $ 100,000 |
Mortgage Notes Payable - Schedu
Mortgage Notes Payable - Schedule of Principal Repayments (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Remainder of 2016 | $ 227 | |
2,017 | 3,924 | |
2,018 | 42,108 | |
2,019 | 789 | |
2,020 | 8,825 | |
2,021 | 852 | |
Thereafter | 284,949 | |
Total | $ 341,674 | $ 342,340 |
Secured Revolving Credit Faci32
Secured Revolving Credit Facility - Additional Information (Detail) - USD ($) | Dec. 02, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Line Of Credit Facility [Line Items] | |||
Credit facility, outstanding | $ 27,775,000 | ||
Key Bank [Member] | |||
Line Of Credit Facility [Line Items] | |||
Line of Credit facility, maximum borrowing capacity | $ 50,000,000 | ||
Line of Credit facility term | 2 years | ||
Line of Credit facility extended maturity period | 1 year | ||
Line Of Credit facility description | Line of credit facility, with an initial term of two years, with a one-year extension option, subject to certain other customary conditions. | ||
Minimum principal amount | $ 25,000,000 | ||
Credit facility, outstanding | 27,800,000 | $ 0 | |
Key Bank [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Swing loan | $ 5,000,000 | ||
Key Bank [Member] | LIBOR [Member] | Minimum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Applicable margin range on credit facility | 3.00% | ||
Key Bank [Member] | LIBOR [Member] | Maximum [Member] | |||
Line Of Credit Facility [Line Items] | |||
Applicable margin range on credit facility | 3.50% | ||
Key Bank [Member] | If less than 50% of facility used [Member] | |||
Line Of Credit Facility [Line Items] | |||
Line of Credit facility, commitment fee percentage | 0.30% | ||
Key Bank [Member] | If more than 50% of facility used [Member] | |||
Line Of Credit Facility [Line Items] | |||
Line of Credit facility, commitment fee percentage | 0.20% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jun. 09, 2016 | Mar. 24, 2016 | Jun. 19, 2015 | Mar. 26, 2015 | Jun. 19, 2014 | Jun. 04, 2014 | Jun. 06, 2013 | Mar. 21, 2013 | Sep. 30, 2016 | Sep. 30, 2015 | Mar. 16, 2016 | Feb. 08, 2016 | Dec. 31, 2015 |
Stockholders' Equity Note [Line Items] | |||||||||||||
Shares of common stock authorized for issuance | 100,000,000 | 100,000,000 | |||||||||||
Par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Shares of common stock issued | 13,881,901 | 13,820,434 | |||||||||||
Shares of common stock outstanding | 13,881,901 | 13,820,434 | |||||||||||
Number of shares of common stock which may be awarded | 1,000,000 | ||||||||||||
Number of shares available for future issuance | 325,380 | ||||||||||||
Common stock value per share | $ 10.40 | ||||||||||||
Stock compensation expense | $ 457,000 | $ 464,000 | |||||||||||
Unamortized stock compensation | $ 527,000 | ||||||||||||
Weighted average period | 1 year 9 months 18 days | ||||||||||||
Restricted Stock [Member] | |||||||||||||
Stockholders' Equity Note [Line Items] | |||||||||||||
Awards issued (in shares) | 50,002 | ||||||||||||
Value of restricted shares issued | $ 320,000 | ||||||||||||
Awards issued (in dollars per share) | $ 10.40 | ||||||||||||
Shares granted to vest, description | One fourth of the shares vested on the grant date and the remaining shares vest in equal installments on the next three anniversary dates of the grant. | ||||||||||||
Non-management Member of Board [Member] | Restricted Stock [Member] | |||||||||||||
Stockholders' Equity Note [Line Items] | |||||||||||||
Awards issued (in shares) | 14,424 | 16,436 | 8,820 | 9,378 | 3,126 | ||||||||
Value of restricted shares issued | $ 150,000 | $ 175,000 | $ 60,000 | $ 60,000 | $ 20,000 | ||||||||
Awards issued (in dollars per share) | $ 10.40 | $ 10.65 | $ 6.80 | $ 6.40 | $ 6.40 | ||||||||
Executives [Member] | Restricted Stock [Member] | |||||||||||||
Stockholders' Equity Note [Line Items] | |||||||||||||
Awards issued (in shares) | 47,043 | 43,010 | 44,704 | 46,876 | |||||||||
Value of restricted shares issued | $ 489,000 | $ 400,000 | $ 304,000 | $ 300,000 | |||||||||
Awards issued (in dollars per share) | $ 10.40 | $ 9.30 | $ 6.80 | $ 6.40 | |||||||||
Vesting period | 4 years | ||||||||||||
Shares granted to vest, description | One sixth of the shares vest immediately upon issuance and the remaining shares vest in equal installments on the next five anniversary dates of the grant. | ||||||||||||
Operating Partnership [Member] | |||||||||||||
Stockholders' Equity Note [Line Items] | |||||||||||||
Shares agreed to be purchased for litigation settlement | 227,043 | ||||||||||||
Shares agreed to be purchased for litigation settlement value | $ 1,200,000 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Stockholders' Equity Note [Line Items] | |||||||||||||
Shares of preferred stock authorized | 10,000,000 | 10,000,000 | |||||||||||
Par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||
Series B Preferred Stock, Non-Voting [Member] | |||||||||||||
Stockholders' Equity Note [Line Items] | |||||||||||||
Shares of preferred stock authorized | 6,500,000 | 6,500,000 | |||||||||||
Par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, voting rights | There are no voting rights associated with the Series B preferred stock. | ||||||||||||
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Dividends Declared on Common Stock (Detail) | 9 Months Ended |
Sep. 30, 2016$ / shares | |
April 10, 2016 [Member] | |
Stockholders' Equity Note [Line Items] | |
Declaration Date | Mar. 24, 2016 |
Record Date | Apr. 10, 2016 |
Payment Date | Apr. 15, 2016 |
Dividend Per Share | $ 0.09 |
June 30, 2016 [Member] | |
Stockholders' Equity Note [Line Items] | |
Declaration Date | Jun. 9, 2016 |
Record Date | Jun. 30, 2016 |
Payment Date | Jul. 15, 2016 |
Dividend Per Share | $ 0.09 |
September 30, 2016 [Member] | |
Stockholders' Equity Note [Line Items] | |
Declaration Date | Aug. 9, 2016 |
Record Date | Sep. 30, 2016 |
Payment Date | Oct. 11, 2016 |
Dividend Per Share | $ 0.09 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Restricted Stock Activity (Detail) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested at beginning of period, Shares | shares | 37,245 |
New shares issued through September 30, 2016 | shares | 61,467 |
Vested, Shares | shares | (45,619) |
Non-vested at end of period, Shares | shares | 53,093 |
Non-vested at beginning of period, Weighted Average Grant Date Fair Value | $ / shares | $ 9.27 |
New shares issued through September 30, 2016, Weighted Average Grant Date Fair Value | $ / shares | 10.40 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 9.90 |
Non-vested at end of period, Weighted Average Grant Date Fair Value | $ / shares | $ 9.93 |
Stockholders' Equity - Amortiza
Stockholders' Equity - Amortization Schedule of Total Unamortized Shares of Restricted Stock Outstanding (Detail) - Restricted Stock [Member] - shares | Sep. 30, 2016 | Dec. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
2016 (3 months) | 8,235 | |
2,017 | 22,622 | |
2,018 | 13,012 | |
2,019 | 6,535 | |
2,020 | 2,297 | |
2,021 | 392 | |
Total Non-vested Shares | 53,093 | 37,245 |
Earnings (Loss) per Share - Add
Earnings (Loss) per Share - Additional Information (Detail) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||
Number of common share equivalents | 0 | 0 |
Earnings (Loss) per Share - Sch
Earnings (Loss) per Share - Schedule of Computation of Basic and Diluted Earnings per Share Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net income (loss) attributable to common stockholders | $ 1,051 | $ 1,413 | $ 2,048 | $ (7,632) |
Denominator: | ||||
Weighted average common shares outstanding – basic and diluted | 13,710,522 | 13,788,674 | 13,708,700 | 13,765,326 |
Basic and Diluted Per Share Information: | ||||
Net income (loss) per share – basic and diluted | $ 0.08 | $ 0.10 | $ 0.15 | $ (0.55) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Nov. 04, 2014USD ($)ft² | Nov. 30, 2015USD ($)ft² | Jan. 31, 2014USD ($) | Sep. 30, 2016USD ($)Installment | Dec. 31, 2013USD ($) | Dec. 11, 2013USD ($) |
Rochlin Organization ("TRO") [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Brokerage cash commissions | $ 12,000 | $ 95,000 | $ 60,000 | |||
Lease value, total | $ 200,000 | $ 2,100,000 | $ 1,015,000 | |||
Additional area of real estate property leased | ft² | 35,000 | |||||
Lighthouse Sixty, LP [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Lease expiration year | 2,020 | |||||
Current annual base rent under lease agreement | $ 282,000 | |||||
Aggregate lease payments | $ 1,800,000 | |||||
Former Chairman Emeritus [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Aggregate payment to related party | $ 360,000 | |||||
Number of annual installments under separation agreement | Installment | 3 | |||||
Annual installments under separation agreement | $ 120,000 | |||||
Garden 1101 [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Investment in limited partnership | $ 1,800,000 | |||||
Limited Liability Company [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Building acquired | ft² | 90,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Nov. 04, 2015USD ($) | Sep. 30, 2016USD ($)Bus_Depot | Dec. 31, 2015USD ($) |
Commitments and Contingencies [Line Items] | |||
Number of bus depot sites received final regulatory closure | 3 | ||
Number of former bus depot sites | 6 | ||
Number of bus depot sites continuing monitoring and reporting activities associated with environmental cleanup efforts | 3 | ||
Number of bus depot sites compliance with environmental cleanup efforts | 6 | ||
Divestiture [Member] | |||
Commitments and Contingencies [Line Items] | |||
Pension withdrawal liability | $ | $ 1,200,000 | $ 1,300,000 | |
Monthly installment payment for pension withdrawal liability | $ | $ 8,100 | ||
Term of payment | 20 years | ||
Term ending year | 2,032 | ||
Letter Of Credit | Bank of America, N.A. [Member] | |||
Commitments and Contingencies [Line Items] | |||
Letters of credit, amount | $ | $ 957,708 | ||
Line of Credit facility term | 1 year | ||
Line Of Credit facility description | The term was for one year plus applicable extensions. |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value of Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Financial assets: | ||||
Cash and cash equivalents | $ 10,754 | $ 15,005 | $ 15,074 | $ 8,436 |
Accounts receivable | 223 | 772 | ||
Investment in limited partnership | 1,470 | 1,807 | ||
Financial liabilities: | ||||
Accounts payable and accrued expenses | 2,221 | 2,513 | ||
Secured revolving credit facility | 27,775 | |||
Mortgage notes payable | 341,674 | 342,340 | ||
Pension withdrawal liability | 1,212 | 1,258 | ||
Estimate of Fair Value Measurement [Member] | ||||
Financial assets: | ||||
Cash and cash equivalents | 10,754 | 15,005 | ||
Accounts receivable | 223 | 772 | ||
Investment in limited partnership | 1,470 | 1,807 | ||
Financial liabilities: | ||||
Accounts payable and accrued expenses | 2,221 | 2,513 | ||
Secured revolving credit facility | 27,775 | |||
Pension withdrawal liability | 1,258 | 1,243 | ||
Mortgages [Member] | ||||
Financial liabilities: | ||||
Mortgage notes payable | 341,674 | 342,340 | ||
Mortgages [Member] | Estimate of Fair Value Measurement [Member] | ||||
Financial liabilities: | ||||
Mortgage notes payable | $ 352,106 | $ 338,432 |