Document and Entity Information
Document and Entity Information - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 15, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Registrant Name | Lightstone Value Plus Real Estate Investment Trust V, Inc. | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 22.2 | ||
Entity Central Index Key | 0001387061 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Investment property: | ||
Land and improvements | $ 55,888 | $ 46,175 |
Building and improvements | 207,867 | 194,726 |
Furniture, fixtures and equipment | 5,561 | 6,285 |
Gross investment property | 269,316 | 247,186 |
Less accumulated depreciation | (40,230) | (46,182) |
Net investment property | 229,086 | 201,004 |
Investment in unconsolidated joint venture | 10,944 | |
Cash and cash equivalents | 15,640 | 29,607 |
Marketable securities, available for sale | 5,496 | 14,386 |
Restricted cash | 3,932 | 3,045 |
Note receivable, net | 10,423 | 0 |
Prepaid expenses and other assets | 1,238 | 5,471 |
Assets held for sale | 40,807 | 0 |
Total Assets | 306,622 | 264,457 |
Liabilities and Stockholders' Equity | ||
Notes payable, net | 183,788 | 139,016 |
Accounts payable and accrued and other liabilities | 3,488 | 3,634 |
Payables to related parties | 6 | 316 |
Accrued property tax | 2,326 | 1,670 |
Liabilities held for sale | 13,915 | 0 |
Total liabilities | 203,523 | 144,636 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $.0001 par value per share; 50.0 million shares authorized, none issued and outstanding | ||
Convertible stock, $.0001 par value per share; 1,000 shares authorized, issued and outstanding | 0 | |
Common stock, $.0001 par value per share; 350.0 million shares authorized, 22.2 million and 23.4 million shares issued and outstanding, respectively | 2 | 2 |
Additional paid-in-capital | 204,912 | 214,537 |
Accumulated other comprehensive income/(loss) | 111 | (217) |
Accumulated deficit | (102,404) | (95,295) |
Total Company stockholders' equity | 102,621 | 119,027 |
Noncontrolling interests | 478 | 794 |
Total Stockholder's Equity | 103,099 | 119,821 |
Total Liabilities and Stockholders' Equity | $ 306,622 | $ 264,457 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Convertible stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible stock, shares authorized (in shares) | 1,000 | 1,000 |
Convertible Stock Shares Issued (in share) | 1,000 | 1,000 |
Convertible stock, shares outstanding (in shares) | 1,000 | 1,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 22,200,000 | 23,400,000 |
Common stock, shares outstanding (in shares) | 22,200,000 | 23,400,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Rental revenues | $ 37,173 | $ 27,167 |
Expenses | ||
Property operating expenses | 12,721 | 11,036 |
Real estate taxes | 5,181 | 4,422 |
General and administrative | 6,283 | 5,725 |
Depreciation and amortization | 13,196 | 9,653 |
Total operating expenses | 37,381 | 30,836 |
Operating loss | (208) | (3,669) |
Interest expense, net | (9,221) | (6,119) |
Interest income | 1,682 | 763 |
Gain on early extinguishment of debt | 2,778 | |
Gain on sale of real estate and other assets | 537 | |
Other income, net | 546 | 342 |
Net loss | (7,201) | (5,368) |
Net loss attributable to noncontrolling interests | 92 | 181 |
Net loss attributable to the Company's shares | $ (7,109) | $ (5,187) |
Weighted average shares outstanding: | ||
Basic and diluted | 22,887 | 24,177 |
Basic and diluted loss per share | $ (0.31) | $ (0.21) |
Comprehensive loss: | ||
Net loss | $ (7,201) | $ (5,368) |
Other comprehensive income/(loss): | ||
Holding gain/(loss) on marketable securities, available for sale | 251 | (189) |
Reclassification adjustment for loss on sale of marketable securities included in net loss | 49 | 0 |
Foreign currency translation gain/(loss) | 28 | (1) |
Total other comprehensive income/(loss) | 328 | (190) |
Comprehensive loss | (6,873) | (5,558) |
Comprehensive loss attributable to noncontrolling interest | 92 | 181 |
Comprehensive loss attributable to the Company's shares | $ (6,781) | $ (5,377) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Convertible Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total |
BALANCE at Dec. 31, 2017 | $ 0 | $ 2 | $ 224,923 | $ (90,108) | $ (27) | $ 4,845 | $ 139,635 |
BALANCE (in shares) at Dec. 31, 2017 | 1 | 24,647 | |||||
Net loss | $ 0 | $ 0 | 0 | (5,187) | 0 | (181) | (5,368) |
Contributions from noncontrolling interest | 0 | 0 | 0 | 0 | 0 | 76 | 76 |
Distributions to noncontrolling interest holders | 0 | 0 | 0 | 0 | 0 | (3,775) | (3,775) |
Redemption and cancellation of shares | $ 0 | $ 0 | (8,627) | 0 | 0 | 0 | (8,627) |
Redemption and cancellation of shares (in shares) | 0 | (1,215) | |||||
Acquisition of noncontrolling interest in a subsidiary | $ 0 | $ 0 | (1,759) | 0 | 0 | (171) | (1,930) |
Other comprehensive loss: | |||||||
Holding loss on marketable securities, available for sale | 0 | 0 | 0 | 0 | (189) | 0 | (189) |
Foreign currency translation gain/(loss) | 0 | 0 | 0 | 0 | (1) | 0 | (1) |
Reclassification adjustment for loss on sale of marketable securities included in net loss | 0 | ||||||
BALANCE at Dec. 31, 2018 | $ 0 | $ 2 | 214,537 | (95,295) | (217) | 794 | 119,821 |
BALANCE (in shares) at Dec. 31, 2018 | 1 | 23,432 | |||||
Net loss | (7,109) | (92) | (7,201) | ||||
Contributions from noncontrolling interest | 30 | 30 | |||||
Distributions to noncontrolling interest holders | (254) | (254) | |||||
Redemption and cancellation of shares | (9,625) | (9,625) | |||||
Redemption and cancellation of shares (in shares) | (1,209) | ||||||
Other comprehensive loss: | |||||||
Holding loss on marketable securities, available for sale | 251 | 251 | |||||
Foreign currency translation gain/(loss) | 28 | 28 | |||||
Reclassification adjustment for loss on sale of marketable securities included in net loss | 49 | 49 | |||||
BALANCE at Dec. 31, 2019 | $ 2 | $ 204,912 | $ (102,404) | $ 111 | $ 478 | $ 103,099 | |
BALANCE (in shares) at Dec. 31, 2019 | 1 | 22,223 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,201) | $ (5,368) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 13,196 | 9,653 |
Amortization of deferred financing costs | 643 | 389 |
Loss on sale of marketable securities | 49 | 7 |
Gain on extinguishment of debt | (2,778) | |
Non-cash interest income | (1,092) | 0 |
Gain on sale of real estate | (537) | |
Other non-cash adjustments, net | 12 | 174 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses and other assets | 2,257 | (3,068) |
Increase in accounts payable and accrued and other liabilities | 1,945 | 3,024 |
(Decrease) increase in payables to related parties | (310) | 283 |
Net cash provided by operating activities | 9,499 | 1,779 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of investment property | (80,084) | (26,154) |
Cash transferred in foreclosure | (1,779) | |
Purchase of marketable securities | (2,985) | (16,831) |
Proceeds from sale of marketable securities | 12,127 | 2,249 |
Acquired restricted escrow deposits | 339 | |
Acquisition of noncontrolling interest in a subsidiary | (1,930) | |
Funding of not e receivable, net | (9,132) | 0 |
Acquisition fee paid on note receivable | (199) | 0 |
Proceeds from disposition of investment in unconsolidated joint venture | 10,944 | 0 |
Net cash used in investing activities | (69,329) | (44,106) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 72,214 | 90,374 |
Payments on notes payable | (14,215) | (57,867) |
Payment of loan fees and expenses | (1,428) | (2,534) |
Redemptions of common stock | (9,625) | (8,627) |
Contributions received from noncontrolling interests | 30 | 76 |
Distributions paid to noncontrolling interest holders | (254) | (3,802) |
Net cash provided by financing activities | 46,722 | 17,620 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 28 | (1) |
Net change in cash, cash equivalents and restricted cash | (13,080) | (24,708) |
Cash, cash equivalents and restricted cash, beginning of year | 32,652 | 57,360 |
Cash, cash equivalents and restricted cash, end of year | 19,572 | 32,652 |
Supplemental cash flow information for the years indicated is as follows: | ||
Cash paid for interest, net of amounts capitalized | 8,347 | 4,020 |
Holding gain/loss on marketable securities, available for sale | 300 | 189 |
Mortgage assumed for acquisition | 37,600 | |
Assets transferred due to foreclosure | 18,061 | |
Liabilities extinguished in foreclosure | 22,618 | |
Capital expenditures for real estate in accrued liabilities and accounts payable | $ 201 | $ 164 |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2019 | |
Business and Organization | |
Business and Organization | 1. Business and Organization Business Lightstone Value Plus Real Estate Investment Trust V, Inc. which was previously named Behringer Harvard Opportunity REIT II, Inc., prior to July 20, 2017 (which may be referred to as the “Company,” “we,” “us,” or “our”), was organized as a Maryland corporation on January 9, 2007 and has elected to be taxed, and currently qualifies, as a real estate investment trust (“REIT”) for federal income tax purposes. We were formed primarily to acquire and operate commercial real estate and real estate-related assets on an opportunistic and value-add basis. In particular, we have focused generally on acquiring commercial properties with significant possibilities for capital appreciation, such as those requiring development, redevelopment, or repositioning, those located in markets and submarkets with high growth potential, and those available from sellers who are distressed or face time-sensitive deadlines. We have acquired a wide variety of commercial properties, including office, industrial, retail, hospitality, and multifamily. We have purchased existing, income-producing properties, and newly-constructed properties. We have also invested in other real estate-related investments such as mortgage and mezzanine loans. We intend to hold the various real properties in which we have invested until such time as our board of directors determines that a sale or other disposition appears to be advantageous to achieve our investment objectives or until it appears that the objectives will not be met. We currently have one operating segment. As of December 31, 2019, we had eight real estate investments (four wholly owned properties and four properties consolidated through investments in joint ventures) and one real estate-related investment (mezzanine loan). Substantially all of our business is conducted through Lightstone REIT V OP LP, a limited partnership organized in Delaware (the “Operating Partnership”). As of December 31, 2019, our wholly-owned subsidiary, BHO II, Inc., a Delaware corporation, owned a 0.1% partnership interest in the Operating Partnership as its sole general partner. As of December 31, 2019, our wholly-owned subsidiary, BHO Business Trust II, a Maryland business trust, was the sole limited partner of the Operating Partnership and owned the remaining 99.9% interest in the Operating Partnership. Our business is managed by an external advisor and we have no employees. Effective February 10, 2017, we engaged affiliates of The Lightstone Group (“Lightstone”), LSG-BH II Advisor LLC and LSG Development Advisor LLC (collectively, the “Advisor”), to provide advisory services to us. Lightstone is majority owned by the chairman of our board of directors, David Lichtenstein. Subject to the oversight of our board of directors, the Advisor is responsible for managing our day-to-day affairs and for services related to the management of our assets. Organization In connection with our initial capitalization, we issued 22,500 shares of our common stock and 1,000 shares of our convertible stock to our previous advisor on January 19, 2007. The 1,000 shares of convertible stock were transferred to an affiliate of Lightstone on February 10, 2017 and remain outstanding. As of December 31, 2019, we had 22.2 million shares of common stock outstanding. Our common stock is not currently listed on a national securities exchange. The timing of a liquidity event for our stockholders will depend upon then prevailing market conditions. Our board of directors previously targeted June 30, 2023 as the commencement of a liquidity event, however, on January 9, 2020, our board of directors elected to extend the targeted timeline until June 30, 2028 based on their assessment of our investment objectives and liquidity options for our stockholders. We can provide no assurances as to the actual timing of the commencement of a liquidity event for our stockholders or the ultimate liquidation of the Company. We will seek stockholder approval prior to liquidating our entire portfolio. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of real estate including impairment and depreciable lives. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. Principles of Consolidation and Basis of Presentation Our consolidated financial statements include our accounts and the accounts of other subsidiaries over which we have control. All inter-company transactions, balances, and profits have been eliminated in consolidation. In addition, interests in entities acquired are evaluated based on applicable GAAP, and entities deemed to be variable interest entities (“VIE”) in which we are the primary beneficiary are also consolidated. If the interest in the entity is determined not to be a VIE, then the entity is evaluated for consolidation based on legal form, economic substance, and the extent to which we have control, substantive participating rights or both under the respective ownership agreement. For entities in which we have less than a controlling interest but have significant influence, we account for the investment using the equity method of accounting. There are judgments and estimates involved in determining if an entity in which we have made an investment is a VIE and, if so, whether we are the primary beneficiary. The entity is evaluated to determine if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity. Determining expected future losses involves assumptions of various possibilities of the results of future operations of the entity, assigning a probability to each possibility, and using a discount rate to determine the net present value of those future losses. A change in the judgments, assumptions, and estimates outlined above could result in consolidating an entity that should not be consolidated or accounting for an investment using the equity method that should in fact be consolidated, the effects of which could be material to our consolidated financial statements. Accounting for Acquisitions of Investment Property The cost of the real estate assets acquired in an asset acquisition is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases for acquired in-place leases and the value of tenant relationships, based in each case on their relative fair values. Fees incurred related to asset acquisitions are capitalized as part of the cost of the investment. Upon the acquisition of real estate property that meets the definition of a business, we recognize the assets acquired, the liabilities assumed and any noncontrolling interest as of the acquisition date, measured at their fair values. The acquisition date is the date on which we obtain control of the real estate property. The assets acquired and liabilities assumed may consist of land, inclusive of associated rights, buildings, assumed debt, identified intangible assets and liabilities, and asset retirement obligations. Identified intangible assets generally consist of above-market leases, in-place leases, in-place tenant improvements, in-place leasing commissions, and tenant relationships. Identified intangible liabilities generally consist of below-market leases. Goodwill is recognized as of the acquisition date and measured as the aggregate fair value of the consideration transferred and any noncontrolling interests in the acquiree over the fair value of the identifiable net assets acquired. Likewise, a bargain purchase gain is recognized in current earnings when the aggregate fair value of the consideration transferred and any noncontrolling interests in the acquiree is less than the fair value of the identifiable net assets acquired. Acquisition-related costs are expensed in the period incurred. Initial valuations are subject to change until our information is finalized, which is no later than 12 months from the acquisition date. The fair value of the tangible assets acquired, consisting of land and buildings, is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and buildings. Land values are derived from appraisals, and building values are calculated as replacement cost less depreciation or management’s estimates of the fair value of these assets using discounted cash flow analyses or similar methods believed to be used by market participants. The value of hotels and all other buildings is depreciated over the estimated useful lives of 39 years and 25 years, respectively, using the straight-line method. We determine the fair value of assumed debt by calculating the net present value of the scheduled mortgage payments using interest rates for debt with similar terms and remaining maturities that management believes we could obtain at the date of the debt assumption. Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining life of the loan using the effective interest method. Cash and Cash Equivalents We consider investments in highly liquid money market funds or investments with original maturities of three months or less to be cash equivalents. The carrying amount of cash and cash equivalents reported on the balance sheet approximates fair value. Restricted Cash As required by our lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate taxes, and other reserves for certain of our consolidated properties. Capital reserves are typically utilized for non-operating expenses such as tenant improvements, leasing commissions, and major capital expenditures. Alternatively, a lender may require its own formula for an escrow of capital reserves. Restricted cash may also include certain funds temporarily placed in escrow with qualified intermediaries to facilitate potential like-kind exchange transactions in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). We adopted Financial Accounting Standards Board (“FASB”) guidance which changed the presentation of our statements of cash flows and related disclosures for all periods presented and accordingly, the following is a summary of our cash, cash equivalents, and restricted cash total as presented in our consolidated statements of cash flows for the periods presented: December 31, 2019 2018 Cash and cash equivalents $ 15,640 $ 29,607 Restricted cash 3,932 3,045 Total cash, cash equivalents and restricted cash $ 19,572 $ 32,652 Marketable Securities Marketable securities currently consist of debt securities that are designated as available-for-sale and are recorded at fair value. Unrealized holding gains or losses for debt securities are reported as a component of accumulated other comprehensive income/(loss). Realized gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold. An impairment charge is recognized when the decline in the fair value of a security below the amortized cost basis is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration and severity of any decline in fair value below our amortized cost basis, any adverse changes in the financial condition of the issuers’ and its intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. As of December 31, 2019 and 2018, the Company did not recognize any impairment charges. Investment Impairment For all of our real estate and real estate related investments, we monitor events and changes in circumstances indicating that the carrying amounts of the real estate assets may not be recoverable. Examples of the types of events and circumstances that would cause management to assess our assets for potential impairment include, but are not limited to: a significant decrease in the market price of an asset; a significant adverse change in the manner in which the asset is being used; an accumulation of costs in excess of the acquisition basis plus construction of the property; major vacancies and the resulting loss of revenues; natural disasters; a change in the projected holding period; legitimate purchase offers; and changes in the global and local markets or economic conditions. To the extent that our portfolio is concentrated in limited geographic locations, downturns specifically related to such regions may result in tenants defaulting on their lease obligations at those properties within a short time period, which may result in asset impairments. When such events or changes in circumstances are present, we assess potential impairment by comparing estimated future undiscounted operating cash flows expected to be generated over the life of the asset and from its eventual disposition to the carrying amount of the asset. These projected cash flows are prepared internally by the Advisor and reflect in-place and projected leasing activity, market revenue and expense growth rates, market capitalization rates, discount rates, and changes in economic and other relevant conditions. Our management reviews these projected cash flows to assure that the valuation is prepared using reasonable inputs and assumptions that are consistent with market data or with assumptions that would be used by a third-party market participant and assume the highest and best use of the investment. We consider trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. In the event that the carrying amount exceeds the estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the asset to estimated fair value. While we believe our estimates of future cash flows are reasonable, different assumptions regarding factors such as market rents, economic conditions, and occupancy rates could significantly affect these estimates. In evaluating our investments for impairment, management may use appraisals and make estimates and assumptions, including, but not limited to, the projected date of disposition of the properties, the estimated future cash flows of the properties during our ownership, and the projected sales price of each of the properties. A future change in these estimates and assumptions could result in understating or overstating the carrying value of our investments, which could be material to our financial statements. In addition, we may incur impairment charges on assets classified as held for sale in the future if the carrying amount of the asset upon classification as held for sale exceeds the estimated fair value, less costs to sell. We also evaluate our investments in unconsolidated joint ventures at each reporting date. If we believe there is an other than temporary decline in market value, we will record an impairment charge based on these evaluations. We assess potential impairment by comparing our portion of estimated future undiscounted operating cash flows expected to be generated by the joint venture over the life of the joint venture’s assets to the carrying amount of the joint venture. In the event that the carrying amount exceeds our portion of estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the joint venture to its estimated fair value. During the years ended December 31, 2019 and 2018, we did not record any impairment charges. Investment in Unconsolidated Joint Venture We have and may continue to provide funding to third-party developers for the acquisition, development, and construction of real estate (“ADC Arrangement”). Under an ADC Arrangement, we may participate in the residual profits of the project through the sale or refinancing of the property. We evaluate such arrangements to determine if they have characteristics similar to a loan or if the characteristics are more similar to a joint venture or partnership such as participating in the risks and rewards of the project as an owner or an investment partner. When we determine that the characteristics are more similar to a jointly-owned investment or partnership, we account for the arrangement as an investment in an unconsolidated joint venture under the equity method of accounting or a direct investment (consolidated basis of accounting) instead of applying loan accounting. ADC Arrangements are reassessed at each reporting period. See Note 8 of the Notes to the Consolidated Financial Statements for additional information. Revenue Recognition We recognize rental income generated from leases of our operating properties on a straight-line basis over the terms of the respective leases, including the effect of rent holidays, if any. Leases associated with our multifamily and student housing are generally short-term in nature, and thus have no straight-line rent. Other Assets Other assets primarily consist of deposits, receivables and intangible assets related to our consolidated properties. Deferred Financing Costs Deferred financing costs are recorded at cost and consist of loan fees and other costs incurred in issuing debt. Amortization of deferred financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included in interest expense in the consolidated statements of operations. Unamortized deferred financing costs are included as a direct deduction from the related debt in the consolidated balance sheets. Income Taxes We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and have qualified as a REIT since the year ended December 31, 2008. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT taxable income to our stockholders. As a REIT, we generally will not be subject to federal income tax at the corporate level. We are organized and operate in such a manner as to qualify for taxation as a REIT under the Internal Revenue Code and intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to qualify or remain qualified as a REIT. Taxable income from non-REIT activities managed through a taxable REIT subsidiary (“TRS”) is subject to applicable federal, state, and local income and margin taxes. Our operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level. We have reviewed our tax positions under GAAP guidance that clarify the relevant criteria and approach for the recognition and measurement of uncertain tax positions. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the financial statements if it is more likely than not that the tax position will be sustained upon examination. We believe it is more likely than not that the tax positions taken relative to our federal tax status as a REIT will be sustained in any tax examination. Concentration of Credit Risk At December 31, 2019 and 2018, we had cash and cash equivalents deposited in certain financial institutions in excess of federally insured levels. We have diversified our cash and cash equivalents among several banking institutions in an attempt to minimize exposure to any one of these entities. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents or restricted cash. Noncontrolling Interest Noncontrolling interest represents the noncontrolling member’s share of the equity in certain of our consolidated real estate investments. Income and losses are allocated to noncontrolling interest holders based generally on their ownership percentage. In certain instances, our joint venture agreements provide for liquidating distributions based on achieving certain return metrics (“promoted interest”) and if a property reaches a defined return threshold, then it will result in distributions to the noncontrolling member which differs from the standard pro-rata allocation percentage. During 2018, the Company paid $1.9 million for the 6.0% membership interest held by a minority owner in Arbors Harbor Town and as a result, now owns 100.0% of this property. Earnings per Share The Company had no potentially dilutive securities outstanding during the periods presented. Accordingly, net (loss) income per share is calculated by dividing net (loss) income by the weighted-average number of shares of common stock outstanding during the applicable period. Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements | |
New Accounting Pronouncements | 3. New Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued an Accounting Standards Update (“ASU”) that amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases will continue to recognize lease expense in a manner similar to current accounting. For lessors, accounting for leases under the new guidance is substantially the same as in prior periods, but eliminates current real estate- specific provisions and changes the treatment of initial direct costs. The standard became effective for the Company on January 1, 2019. The Company elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Company also elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. The Company did not recognize any right-of-use assets or lease liabilities upon adoption of the standard. The Company does not have any material leases such as ground leases or building leases or any material leases with a term greater than one year. From time to time the Company will enter into immaterial leases for office equipment such as copiers. The resulting right-of-use assets or lease liabilities would be immaterial in the aggregate and are recognized in the period they are incurred as lease expense. The ASU provides a practical expedient which allows lessors to not separate lease and non-lease components in a contract and allocate the consideration in the contract to the separate components if both: (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease. The Company elected the practical expedient to account for lease and non-lease components as a single component in lease contracts where we are the lessor. The ASU also provides a transition option that permits entities to not recast the comparative periods presented when transitioning to the standard, which the Company also elected. The adoption of this standard did not have a material effect on our consolidated financial position or our results of operations. New Accounting Pronouncements In June 2016, the FASB issued new guidance which replaces the incurred loss impairment methodology currently in use with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently in the process of evaluating the impact the adoption of this standard will have on the Company’s consolidated financial statements. The Company has reviewed and determined that other recently issued accounting pronouncements will not have a material impact on its financial position, results of operations and cash flows, or do not apply to its current operations. |
Marketable Securities and Fair
Marketable Securities and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities and Fair Value Measurements | |
Marketable Securities and Fair Value Measurements | 4. Marketable Securities and Fair Value Measurements Marketable Securities The following is a summary of the Company’s available for sale securities as of the date indicated: As of December 31, 2019 Gross Unrealized Debt securities: Adjusted Cost Gross Unrealized Gains Losses Fair Value Corporate and Government Bonds $ 5,385 $ 113 $ (2) $ 5,496 As of December 31, 2018 Gross Unrealized Debt securities: Adjusted Cost Gross Unrealized Gains Losses Fair Value Corporate and Government Bonds $ 14,575 $ 15 $ (204) $ 14,386 Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: · Level 1 – Quoted prices in active markets for identical assets or liabilities. · Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair values of the Company’s investments in debt securities are measured using quoted prices for these investments; however, the markets for these assets are not active. As of December 31, 2019 and 2018, all of the Company’s debt securities were classified as Level 2 assets and there were no transfers between the level classifications during the year ended December 31, 2019. The following table summarizes the estimated fair value of our investments in marketable debt securities with stated contractual maturity dates, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities: As of December 31, 2019 Due in 1 year $ 1,022 Due in 1 year through 5 years 4,474 Due in 5 years through 10 years — Due after 10 years — Total $ 5,496 |
Financial Instruments not Repor
Financial Instruments not Reported at Fair Value | 12 Months Ended |
Dec. 31, 2019 | |
Financial Instruments not Reported at Fair Value | |
Financial Instruments not Reported at Fair Value | 5. Financial Instruments not Reported at Fair Value We determined the following disclosure of estimated fair values using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop the related estimates of fair value. The use of different market assumptions or only estimation methodologies may have a material effect on the estimated fair value amounts. As of December 31, 2019 and 2018, management estimated that the carrying value of cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued and other liabilities, and accrued property tax were at amounts that reasonably approximated their fair value based on their highly-liquid nature and short-term maturities. The fair value of the notes payable is categorized as a Level 2 in the fair value hierarchy. The fair value was estimated using a discounted cash flow analysis valuation on the estimated borrowing rates currently available for loans with similar terms and maturities. The fair value of the notes payable was determined by discounting the future contractual interest and principal payments by a market rate. Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2019 and 2018. Carrying amounts of our notes payable and the related estimated fair value as follows: As of December 31, 2019 As of December 31, 2018 Estimated Fair Estimated Fair Carrying Amount Value Carrying Amount Value Notes payable $ 186,761 $ 187,304 $ 141,423 $ 140,986 |
Real Estate and Real Estate-Rel
Real Estate and Real Estate-Related Investments | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate and Real Estate-Related Investments | |
Real Estate and Real Estate-Related Investments | 6. Real Estate and Real Estate-Related Investments The following table presents certain information about our consolidated investments as of December 31, 2019: Ownership Property Name Description Location Date Acquired Interest Gardens Medical Pavilion Medical office building Palm Beach Gardens, Florida October 20, 2010 81.8 % River Club and the Townhomes at River Club Student housing Athens, Georgia April 25, 2011 85 % Lakes of Margate Multifamily Margate, Florida October 19, 2011 92.5 % Arbors Harbor Town (1) Multifamily Memphis, Tennessee December 20, 2011 100 % Parkside Apartments (“Parkside”) Multifamily Sugar Land, Texas August 8, 2013 90 % Flats at Fishers Fishers Multifamily Fishers, Indiana November 30, 2017 100 % Axis at Westmont Fishers Multifamily Westmont, Illinois November 27, 2018 100 % Valley Ranch Apartments Multifamily Ann Arbor, Michigan February 14, 2019 100 % Note: (1) On December 28, 2018, we acquired the noncontrolling member’s 6% ownership interest in Arbors Harbor Town for $1.9 million and as a result, now own 100% of this property. Real Estate Asset Acquisitions Valley Ranch Apartments On February 14, 2019, the Company completed the acquisition of a 384-unit multifamily property located in Ann Arbor, Michigan (the “Valley Ranch Apartments”) from an unrelated third party, for an aggregate purchase price of approximately $70.3 million, excluding closing and other related transaction costs. In connection with the acquisition, our Advisor received an aggregate of approximately $1.2 million in acquisition fees and acquisition expense reimbursements. In connection with the acquisition of the Valley Ranch Apartments, the Company simultaneously entered into a seven-year $43.4 million non-recourse mortgage loan (the “Valley Ranch Mortgage”) scheduled to mature on March 1, 2026. The Valley Ranch Mortgage bears interest at 4.16% and requires monthly interest-only payments through its stated maturity. The Valley Ranch Mortgage is collateralized by the Valley Ranch Apartments. See Note 11 for additional information. The Company determined this acquisition was an asset acquisition and allocated the total purchase price, including acquisition fees and expenses of $1.2 million, to the assets acquired based on their relative fair value. Approximately $24.1 million was allocated to land and improvements, $46.3 million was allocated to building and improvements, and $1.1 million was allocated to in-place lease intangibles. The capitalization rate for the acquisition of the Valley Ranch Apartments was approximately 5.35%. The Company calculates the capitalization rate for a real property by dividing the net operating income (“NOI”) of the property by the purchase price of the property, excluding costs. For purposes of this calculation, NOI was based upon the year ended November 30, 2018. Additionally, NOI is all gross revenues from the property less all operating expenses, including property taxes and management fees but excluding depreciation. Axis at Westmont On November 27, 2018, the Company completed the acquisition of the Axis at Westmont, a 400‑unit multifamily property located in Westmont, Illinois from an unrelated third party, for an aggregate purchase price of approximately $59.3 million, excluding closing and other related transaction costs. In connection with the acquisition, the Company assumed approximately $37.6 million of existing non-recourse mortgage debt (the “Axis at Westmont Mortgage”) and paid approximately $21.7 million of cash. The Company’s Advisor received an acquisition fee equal to 1.75% of the contractual purchase price, approximately $1.0 million. The Axis at Westmont Mortgage is collateralized by the Axis at Westmont, bears interest at a fixed annual rate of 4.39% and requires monthly interest only payments until March 1, 2021, at which time monthly principal and interest payments of $0.2 million are required. Any unpaid principal and interest is due on the maturity date, February 1, 2026. We have the right to prepay the entire outstanding amount of the loan provided that if prepayment is made prior to November 1, 2025, a prepayment premium is required. The fair value of the Axis at Westmont Mortgage approximated its outstanding balance as of the date of assumption. See Note 11 for additional information. The Company determined this acquisition was an asset acquisition and allocated the total purchase price, including closing costs and the acquisition fee of approximately $1.0 million, to the assets acquired based on relative fair value. Approximately $7.8 million was allocated to land and improvements, $52.1 million was allocated to building and improvements, and $0.5 million was allocated to in-place lease intangibles. Real Estate Asset Dispositions - Continuing Operations The following dispositions did not represent a strategic shift that had a major effect on the Company’s operations and financial results and therefore did not qualify to be reported as discontinued operations and their operating results are reflected in the Company’s results from continuing operations in the consolidated statements of operations for all periods presented through their respective dates of disposition: 22 Exchange On December 28, 2018, the Company and the 10.0% noncontrolling member relinquished their ownership of 22 Exchange, a student housing complex with a retail component, located in Akron, Ohio through a deed-in-lieu of foreclosure transaction with the lender. Upon extinguishment of the mortgage debt obligation, during the year ended December 31, 2018 we recognized a $2.8 million gain on extinguishment of debt representing the difference between the carrying value of the mortgage debt, accrued interest payable and other obligations extinguished (an aggregate of $22.6 million) over the carrying value of the property and other assets transferred (an aggregate of $19.8 million) less an additional $0.1 million of expenses incurred in connection with the disposition. Gain on Sale of Real Estate During 2018 the Company recognized an aggregate gain of $0.5 million related to the receipt of certain escrow reimbursements from the finalization of an insurance claim for Lakewood Flats, which was disposed of in August 2016. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Note Receivable | |
Note Receivable | 7. Note Receivable 500 West 22nd Street Mezzanine Loan On February 28, 2019, the Company, as the lender, and an unrelated third party (the “500 West 22nd Street Mezzanine Loan Borrower”), as the borrower, entered into a loan promissory note (the “500 West 22nd Street Mezzanine Loan”) pursuant to which the Company would fund up to $12.0 million of mezzanine financing. On the same date, the Company initially funded $8.0 million of the 500 West 22nd Street Mezzanine Loan. Subsequently through December 31, 2019, the Company funded an additional $3.4 million and as a result, the outstanding principal balance of the 500 West 22nd Street Mezzanine Loan was $11.4 million with $0.6 million unfunded as of December 31, 2019. The 500 West 22nd Street Mezzanine Loan is recorded in note receivable, net on the consolidated balance sheet. In connection with the fundings made for the 500 West 22nd Street Mezzanine Loan, our Advisor has received an aggregate of approximately $0.2 million in acquisition fees from the Company during the year ended December 31, 2019. The acquisition fees are accounted for as an addition to the carrying value of the 500 West 22nd Street Mezzanine Loan and are being amortized as a reduction to interest income over the initial term of the 500 West 22nd Street Mezzanine Loan using a straight-line method that approximates the effective interest method. The 500 West 22nd Street Mezzanine Loan is due August 31, 2021 and is collateralized by the ownership interests of the 500 West 22nd Street Mezzanine Loan Borrower. The 500 West 22nd Street Mezzanine Loan Borrower owns a parcel of land located at 500 West 22nd Street, New York, New York. The 500 West 22nd Street Mezzanine Loan bears interest at a rate of LIBOR + 11.0% per annum with a floor of 13.493% (13.493% as of December 31, 2019). The Company received an origination fee of 1.0% of the loan balance, or approximately $0.1 million, which is presented in the consolidated balance sheets as a direct deduction from the carrying value of the 500 West 22nd Street Mezzanine Loan and is being amortized to interest income, using a straight-line method that approximates the effective interest method, over the initial term of the 500 West 22nd Street Mezzanine Loan. The 500 West 22nd Street Mezzanine Loan may be extended two additional six- month periods by the 500 West 22nd Street Mezzanine Loan Borrower provided certain conditions are met, including the establishment of an additional reserve for interest and the payment of an extension fee equal to 0.25% of the outstanding loan balance. In connection with the initial funding under the 500 West 22nd Street Mezzanine Loan, the Company retained approximately $2.1 million of the proceeds to establish a reserve for interest and other items, which is presented in the consolidated balance sheets as a direct deduction from the carrying value of the 500 West 22nd Street Mezzanine Loan and are being applied against the first 8.0% of monthly interest due during the initial term of the 500 West 22nd Street Mezzanine Loan. Through December 31, 2019, approximately $0.6 million of the reserve has been recognized as interest income and the remaining balance of the reserve was approximately $1.5 million as of December 31, 2019. The additional monthly interest due above the 8.0% threshold is added to the balance of the 500 West 22nd Street Mezzanine Loan and payable at maturity. As of December 31, 2019, approximately $0.4 million of additional interest due is included in the balance of the 500 West 22nd Street Mezzanine Loan. During the year ended December 31, 2019, the Company recorded approximately $1.1 million of interest income related to the note receivable and as of December 31, 2019, the outstanding principal balance of the 500 West 22nd Street Mezzanine Loan was approximately $10.4 million. |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 12 Months Ended |
Dec. 31, 2019 | |
Investment in Unconsolidated Joint Venture | |
Investment in Unconsolidated Joint Venture | 8. Investment in Unconsolidated Joint Venture We provided mezzanine financing totaling $15.3 million to an unaffiliated third-party entity (the “Borrower”) that owned an apartment complex in Denver, Colorado (the “Prospect Park”). The Borrower also had a senior construction loan with a third-party construction lender (the “Senior Lender”) in an aggregate original principal amount of $40.0 million. The senior construction loan was guaranteed by the owners of the developer. We also had a personal guaranty from the owners of the developer guaranteeing completion of Prospect Park and payment of any cost overruns. Our mezzanine loan was secured by all of the membership interests of the Borrower and was subordinate to the senior construction loan. Our advances of $15.3 million initially had annual stated interest rates ranging from 10% to 18%. Pursuant to the terms of the mezzanine loan, we participated in the residual interests of Prospect Park attributable to a sale or refinancing even though we had no actual ownership interest. We previously evaluated this arrangement and determined that its characteristics were similar to a jointly-owned investment or partnership. Accordingly, our investment, which was a variable interest entity (“VIE”) was accounted for as an unconsolidated joint venture under the equity method of accounting instead of loan accounting. On December 15, 2017, the Borrower sold Prospect Park to an unrelated third-party for a contractual sales price of approximately $100.5 million. In connection with the sale, the Borrower repaid the Senior Construction Loan in full and we received aggregate proceeds of approximately $21.6 million representing the repayment in full of the outstanding principal and accrued interest due on our mezzanine loan. Additionally, the Borrower placed approximately $15.1 million of the net proceeds from the sale into an escrow account to be used for settlement of the amount due to us for our participation in the residual interests of Prospect Park. The carrying value of our unconsolidated investment in Prospect Park, which represented the minimum amount payable to us for our participation in the residual interests of Prospect Park, was $10.9 million as of December 31, 2018. On January 4, 2019, the Company and the Borrower received payments of $10.9 million and $1.9 million, respectively, from the escrow account. As a result, the carrying value of our unconsolidated investment in Prospect Park has been reduced to zero and as of December 31, 2019, approximately $2.3 million remains in the escrow account to be used for settlement of any potential remaining amount due to us for our participation in the residual interests of Prospect Park and any additional amounts received will be recognized upon receipt. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2019 | |
Business and Organization | |
Variable Interest Entities | 9. Variable Interest Entities Consolidated VIEs The Company consolidates the Operating Partnership, Gardens Medical Pavilion, LLC through BH-AW-Florida MOB Venture, LLC, and SL Parkside Apartments, LLC, which are VIEs, for which we are the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership, or legal entities such as an LLC, are considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; and the similarity with and significance to our business activities and the business activities of the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable | |
Notes Payable | 11 . Notes Payable The following table sets forth information on our notes payable as of December 31, 2019 and 2018: Weighted Average Interest Rate as of Amount Due at As of As of Property Interest Rate December 31, 2019 Maturity Date Maturity December 31, 2019 December 31, 2018 River Club and the Townhomes at River Club LIBOR + 1.78% 3.71 % May 1, 2025 $ 28,419 $ 30,359 $ 30,359 Gardens Medical Pavilion (1) LIBOR + 1.90% N/A September 1, 2021 — — 12,900 Lakes of Margate (2) 5.49% and 5.92% N/A January 1, 2020 — — 13,687 Arbors Harbor Town 4.53% 4.53 % December 28, 2025 29,000 29,000 29,000 Parkside 4.45% 4.45 % September 1, 2025 15,782 17,588 17,877 Axis at Westmont 4.39% 4.39 % February 1, 2026 34,343 37,600 37,600 Valley Ranch Apartments 4.16% 4.16 % March 1, 2026 43,414 43,414 — Flats at Fishers 3.78% 3.78 % July 1, 2026 26,090 28,800 — Total notes payable 4.14 % $ 177,048 186,761 141,423 Less: Deferred financing costs (2,973) (2,407) Total notes payable, net $ 183,788 $ 139,016 (1) On January 15, 2020, the Company completed the disposition of the Gardens Medical Pavilion for an aggregate contractual sales price of $24.3 million. Approximately $12.6 million of the proceeds were used towards the repayment in full of the Gardens Medical Mortgage. As of December 31, 2019, the Gardens Medical Pavilion met the criteria to be classified as held for sale and therefore, its associated assets and liabilities are classified as held for sale in the consolidated balance sheet as of December 31, 2019 and are not included in table above. See Note 10 for additional information. (2) On December 31, 2019, the Company repaid in full its $13.4 million non-recourse mortgage loan (the “Lakes of Margate Mortgage”) collateralized by the Lakes of Margate. Debt Transactions On February 14, 2019, the Company entered into the Valley Ranch Mortgage scheduled to mature on March 1, 2026. The Valley Ranch Mortgage bears interest at 4.16% and requires monthly interest-only payments through its stated maturity. The Valley Ranch Mortgage is collateralized by the Valley Ranch Apartments. On June 13, 2019, the Company entered into a seven-year $28.8 million non-recourse mortgage loan (the "Flats at Fishers Mortgage") scheduled to mature on July 1, 2026. The Flats at Fishers Mortgage bears interest at 3.78% and requires monthly interest-only payments through the first two years of the term and thereafter, monthly payments of principal and interest based upon a 30-year amortization. The Flats at Fishers Mortgage is collateralized by the Flats at Fishers. On December 31, 2019, the Company repaid in full its Lakes of Margate Mortgage collateralized by the Lakes of Margate. On May 1, 2018, the Company entered into a seven year non-recourse mortgage loan (the “River Club Mortgage”) in the amount of $30.4 million. The River Club Mortgage bears interest at Libor plus 1.78% and requires monthly interest-only payments during the first five years and interest and principal payments pursuant to a 30‑year amortization schedule for the remaining two years through its stated maturity with the entire unpaid balance due upon maturity. The River Club Mortgage is cross-collateralized by the River Club and the Townhomes at River Club. At closing, approximately $23.4 million of the proceeds from the River Club Mortgage were used to repay in full the existing non-recourse mortgage loan. On June 1, 2018, the Company entered into a seven year non-recourse mortgage loan (the “Parkside Mortgage”) in the amount of $18.0 million. The Parkside Mortgage bears interest at 4.45% and requires monthly interest and principal payments pursuant to a 30‑year amortization schedule through its stated maturity with the entire unpaid balance due upon maturity. The Parkside Mortgage is collateralized by Parkside. At closing, approximately $9.6 million of the proceeds from the Parkside Mortgage were used to repay in full the existing non-recourse mortgage loan. On June 28, 2018, the Company entered into a three-year non-recourse mortgage loan (the “Gardens Medical Mortgage”) in the amount of $13.0 million. The Gardens Medical Mortgage bore interest at Libor plus 1.90% and required monthly interest and principal payments through its stated maturity with the entire unpaid balance due upon maturity. The Gardens Medical Mortgage was collateralized by the Gardens Medical Pavilion. On January 15, 2020, the Company completed the disposition of the Gardens Medical Pavilion for an aggregate contractual sales price of $24.3 million. Approximately $12.6 million of the proceeds were used towards the repayment in full of the Gardens Medical Mortgage. On November 27, 2018, the Company assumed an existing non-recourse mortgage loan (the “Axis at Westmont Mortgage”) in the amount of $37.6 million. The Axis at Westmont Mortgage is collateralized by the Axis at Westmont, bears interest at a fixed annual rate of 4.39% and requires monthly interest only payments until March 1, 2021, at which time monthly principal and interest payments of $0.2 million are required. Any unpaid principal and interest is due on the maturity date, February 1, 2026. The Company has the right to prepay the entire outstanding amount of the loan provided that if prepayment is made prior to November 1, 2025, a prepayment premium is required. On December 28, 2018, the Company entered into a seven-year non-recourse mortgage loan (the “Arbors Harbor Town Mortgage”) in the amount of $29.0 million. The Arbors Harbor Town Mortgage bears interest at 4.53% and requires monthly interest payments through its stated maturity with the entire unpaid balance due upon maturity. The Arbors Harbor Town Mortgage is collateralized by the Arbors Harbor Town. At closing, approximately $23.7 million of the proceeds from the Arbors Harbor Town Mortgage were used to repay in full the existing non-recourse mortgage loan and an additional $1.9 million of the proceeds were used to acquire the 6.0% membership interest in the property held by a minority owner, and as a result, we now own 100.0% of this property. Debt Compliance The Company’s loan agreements stipulate that it complies with certain reporting and financial covenants. The Company is currently in compliance with all of its debt covenants. The following table provides information with respect to the contractual maturities and scheduled principal repayments of our indebtedness as of December 31, 2019. 2020 2021 2022 2023 2024 Thereafter Total Principal maturities (1) $ 298 $ 1,023 $ 1,468 $ 2,122 $ 2,600 $ 179,250 $ 186,761 Less: deferred financing costs (2,973) Total notes payable, net $ 183,788 (1) On January 15, 2020, the Company completed the disposition of the Gardens Medical Pavilion for an aggregate contractual sales price of $24.3 million. Approximately $12.6 million of the proceeds were used towards the repayment the Gardens Medical Mortgage. As of December 31, 2019, the Gardens Medical Pavilion met the criteria to be classified as held for sale and therefore, its associated assets and liabilities are classified as held for sale in the consolidated balance sheet as of December 31, 2019 and are not included in table above. (See Note 10). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies Income Taxes We made an election to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2008. We have maintained and intend to maintain our election as a REIT under the Internal Revenue Code. In order for us to continue to qualify as a REIT we must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to our shareholders equal to a minimum of 90% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gains. As a REIT, we generally will not be subject to federal income tax on our taxable income at the corporate level to the extent such income is distributed to our shareholders annually. Any current year taxable income generated by the Company may be offset by carrying forward unused prior year net operating losses (“NOLs”). If our taxable income after application of NOL carryforwards exceeds our dividends in a tax year, REIT tax rules allow us to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If we fail to qualify as a REIT in any taxable year, we will be subject to federal and state income taxes at regular corporate rates, including any applicable alternative minimum tax (“AMT”). In addition, we may not be able to requalify as a REIT for the four subsequent taxable years. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to applicable federal, state, and local income and margin taxes. Our operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level. For the year ended December 31, 2019, we had an estimated federal taxable loss of approximately $10.5 million. This estimated Net Operating Loss (“NOL”) will be added to our NOL carryovers from 2018, and as a result, we will have combined estimated federal NOL carryovers of approximately $12.1 million as of December 31, 2019. We did not pay any distributions during the year ended December 31, 2019. During the year ended December 31, 2019, we recorded no income tax expense. For the year ended December 31, 2018, we had federal taxable income of approximately $9.8 million. However, we fully offset this taxable income with our federal net operating loss ("NOL") carryovers from 2017, and as a result, had remaining estimated federal NOL carryovers of approximately $1.6 million as of December 31, 2018. We did not pay any distributions during the year ended December 31, 2018. During the year ended December 31, 2018, we recorded no income tax expense. We have a TRS which is subject to federal and state income taxes. As of December 31, 2019, and 2018, our TRS had NOL carryforwards of approximately $0 and $5.0 million respectively. We have reviewed our tax positions under GAAP guidance that clarifies the relevant criteria and approach for the recognition and measurement of uncertain tax positions. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the financial statements if it is more likely than not that the tax position will be sustained upon examination. We believe it is more likely than not that the tax positions taken relative to our status as a REIT will be sustained in any tax examination. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | 13. Stockholders’ Equity Capitalization As of December 31, 2019, our authorized capital was 350,000,000 shares of common stock, 50,000,000 shares of preferred stock, and 1,000 shares of convertible stock. All shares of such stock have a par value of $.0001 per share. As of December 31, 2019, we had issued 22.2 million shares of our common stock, including 2.2 million shares previously issued through our distribution reinvestment plan, which was terminated on April 3, 2012. From our inception through December 31, 2019, we have redeemed an aggregate 4.5 million shares of our common stock. As of December 31, 2019, we had 1,000 shares of convertible stock held by an affiliate of Lightstone. The shares of convertible stock will be converted into shares of common stock automatically if (1) we have made total distributions on then outstanding shares of our common stock equal to the issue price of those shares plus a 10% cumulative, non-compounded, annual return on the issue price of those outstanding shares, or (2) we list our common stock for trading on a national securities exchange if the sum of the prior distributions on then outstanding shares of the common stock plus the aggregate market value of the common stock (based on the 30‑day average closing price) meets the same 10% performance threshold. In general, the convertible stock will convert into shares of common stock with a value equal to the lesser of (A) 20% of the excess of our enterprise value plus the aggregate value of distributions paid to date on then outstanding shares of our common stock over the aggregate issue price of those outstanding shares plus a 10% cumulative, non-compounded, annual return on the issue price of those outstanding shares, or (B) 15% of the excess of our enterprise value plus the aggregate value of distributions paid to date on then outstanding shares of the common stock over the aggregate issue price of those outstanding shares plus a 6% cumulative, non-compounded, annual return on the issue price of those outstanding shares. At the date of issuance of the shares of convertible stock, management determined the fair value under GAAP was less than the nominal value paid for the shares; therefore, the difference is not material. The timing of the conversion of any or all of the convertible stock may be deferred by our board of directors if it determines that full conversion may jeopardize our qualification as a REIT. Any such deferral will in no event otherwise alter the terms of the convertible stock, and such stock shall be converted at the earliest date after our board of directors determines that such conversion will not jeopardize our qualification as a REIT. Our board of directors is authorized to amend our charter, without the approval of the stockholders, to increase the aggregate number of authorized shares of capital stock or the number of shares of any class or series that we have authority to issue. Tender Offer The Company commenced a tender offer on December 17, 2019, pursuant to which it offered to acquire up to 2.0 million shares of its common stock at a purchase price of $7.75 per share, or $15.5 million in the aggregate (the “Offer”). The Offer terminated on February 28, 2020, and a total of 2,183,888 shares of the Company’s common stock were validly tendered and not withdrawn pursuant to the Offer, an amount that exceeded the maximum number of shares of the Company’s common stock the Company offered to purchase pursuant to the Offer. In accordance with the terms of the Offer, the Company will purchase a total of 2,000,000 shares of the Company’s common stock validly tendered and not withdrawn at a price of $7.75 per share for an aggregate purchase price of $15.5 million. The Company will repurchase approximately 91.58% of the number of shares of the Company’s common stock tendered by each remaining stockholder who participated in the Offer. Share Redemption Program and Redemption Price Our board of directors has adopted a share redemption program (the “SRP”) that permits stockholders to sell their shares back to us, subject to the significant conditions and limitations of the program. Our board of directors can amend the provisions of our SRP at any time without the approval of our stockholders. During each of the years ended December 31, 2019 and 2018, we redeemed 1.2 million shares of our common stock at average prices per share of $7.94 and $7.10, respectively. The terms on which we redeemed shares prior to July 1, 2018 differed between redemptions upon a stockholder’s death, “qualifying disability” (as defined in the SRP) or confinement to a long-term care facility (collectively, “Exceptional Redemptions”) and all other redemptions (“Ordinary Redemptions”). Prior to July 1, 2018, the per share redemption price for Ordinary Redemptions and Exceptional Redemptions was equal to the lesser of 80% and 90%, respectively, of (i) the then current estimated net asset value per share of common stock (“NAV per Share”) and (ii) the average price per share the investor paid for all of his shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock) less the Special Distributions (as defined in the SRP). On August 9, 2017, our board of directors adopted a Fourth Amended and Restated Share Redemption Program (the “Fourth Amended SRP”) which became effective July 1, 2018. The material changes made to the program were as follows. We no longer process redemptions upon death, “qualifying disability,” or confinement to a long-term care facility on terms different than those on which we process all other redemptions. The price at which we redeem shares submitted for redemption will be a percentage of the estimated NAV per Share as of the Effective Date (as defined in the Fourth Amended SRP), as follows: For Redemptions with an Effective Date Between July 1, 2018 and June 30, 2019: 92.5% of the estimated NAV per Share July 1, 2019 and June 30, 2020: 95.0% of the estimated NAV per Share July 1, 2020 and June 30, 2021: 97.5% of the estimated NAV per Share Thereafter: 100% of the estimated NAV per Share Pursuant to the terms of the Fourth Amended SRP, any shares approved for redemption are redeemed on a periodic basis as determined from time to time by our board of directors, and no less frequently than annually. We will not redeem, during any twelve-month period, more than 5% of the weighted average number of shares outstanding during the twelve-month period immediately prior to the date of redemption. In addition, the cash available for redemptions is limited to no more than $10.0 million in any twelve-month period. Any redemption requests are honored pro rata among all requests received based on funds available and are not honored on a first come, first served basis. On December 28, 2018, our board of directors adopted a Fifth Amended and Restated Share Redemption Program (the “Fifth Amended SRP”) which became effective on January 31, 2019. The only material change to the program was to change the measurement period for the limitations on the number and dollar amount of shares that may be accepted for redemption from a rolling 12 month-period to a calendar year. In accordance with our Fifth Amended SRP, the per share redemption price automatically adjusted to $8.64 effective November 7, 2019 as a result of the determination and approval by our board of directors of the updated estimated NAV per Share. In connection with its approval of the Tender Offer, on December 13, 2019, our board of directors approved the suspension of the SRP. Pursuant to the terms of the SRP, while the SRP is suspended, the Company will not accept any requests for redemption and any such requests and all pending requests will not be honored or retained, but will be returned to the requestor. Our board of directors will continue to consider the liquidity available to stockholders going forward, balanced with other long-term interests of the stockholders and the Company. It is possible that in the future additional liquidity will be made available by the Company through the SRP, issuer tender offers or other methods, though we can make no assurances as to whether that will happen, or the timing or terms of any such liquidity. Distributions We made an election to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2008. U.S. federal tax law requires a REIT distribute at least 90% of its annual REIT taxable income (which does not equal net income, as calculated in accordance with generally accepted accounting principles, or GAAP) determined without regard to the deduction for dividends paid and excluding any net capital gain. In order to continue to qualify for REIT status, we may be required to make distributions in excess of cash available. Distributions are authorized at the discretion of our board of directors based on their analysis of our performance over the previous periods and expectations of performance for future periods. Such analyses may include actual and anticipated operating cash flow, changes in market capitalization rates for investments suitable for our portfolio, capital expenditure needs, general financial and market conditions, proceeds from asset sales, and other factors that our board deems relevant. Our board of directors’ decision will be substantially influenced by their obligation to ensure that we maintain our federal tax status as a REIT. We cannot provide assurance that we will pay distributions at any particular level, or at all. We did not make any distributions to our stockholders during the years ended December 31, 2019 and 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | 14. Related Party Transactions Advisor The Advisor and certain of its affiliates may receive fees and compensation in connection with the management and sale of our assets based on an advisory management agreement, as amended and restated. The following discussion describes the fees and expenses payable to the Advisor and its respective affiliates under the various advisory management agreements. We pay the Advisor acquisition and advisory fees of 1.5% of the amount paid in respect of the purchase, development, construction, or improvement of each asset we acquire, including any debt attributable to those assets. In addition, we pay acquisition and advisory fees of 1.5% of the funds advanced in respect of a loan investment. We also pay the Advisor an acquisition expense reimbursement in the amount of (i) 0.25% of the funds paid for purchasing an asset, including any debt attributable to the asset, plus 0.25% of the funds budgeted for development, construction, or improvement in the case of assets that we acquire and intend to develop, construct, or improve or (ii) 0.25% of the funds advanced in respect of a loan investment. For the years ended December 31, 2019 and 2018, respectively, we incurred an aggregate of $1.4 million and $1.1 million payable to the Advisor for acquisition and advisory fees and acquisition expense reimbursement. Generally, these fees are capitalized to the applicable asset and amortized over its estimated useful life. We also pay third parties, or reimburse the Advisor or its affiliates, for any investment-related expenses due to third parties in the case of a completed investment, including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals, accounting fees and expenses, third-party brokerage or finder’s fees, title insurance, premium expenses, and other closing costs. The Advisor and its affiliates are also responsible for paying all of the investment-related expenses that we or the Advisor or its affiliates incur that are due to third parties or related to the additional services provided by the Advisor as described above with respect to investments we do not make, other than certain non-refundable payments made in connection with any acquisition. For the years ended December 31, 2019 and 2018, we incurred no acquisition expense reimbursements. Prior to June 10, 2018, we paid the Advisor a debt financing fee of 0.5% of the amount available under any loan or line of credit made available to us and pay directly all third-party costs associated with obtaining the debt financing. On June 10, 2018, we amended the advisory management agreement with our Advisor and increased the debt financing fee to 1.0% of the amount available under any loan or line of credit made available to us and pay directly all third-party costs associated with obtaining the debt financing. For the years ended December 31, 2019 and 2018, we incurred $0.7 million and $0.8 million, respectively, of debt financing fees. Generally, these fees are capitalized as a direct reduction to the applicable financing and amortized over its term. We pay the Advisor a development fee in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project if such affiliate provides the development services and if a majority of our independent directors determines that such development fee is fair and reasonable to us. We incurred no development fees for the years ended December 31, 2019 and 2018. We pay the Advisor a monthly asset management fee of one-twelfth of 0.7% of the value of each asset. The value of our assets will be the value as determined in connection with the establishment and publication of an estimated net asset value (“NAV”) per share unless the asset was acquired after our publication of a NAV per share (in which case the value of the asset will be the contractual purchase price of the asset). For the years ended December 31, 2019 and 2018, we expensed $2.4 million and $1.6 million, respectively, of asset management fees payable to the Advisor. The Advisor is responsible for paying all of the expenses it incurs associated with persons employed by the Advisor to the extent that they provide services to us for which the Advisor receives an acquisition, asset management, or debt financing fee, including wages and benefits of the applicable personnel. Instead of reimbursing the Advisor for specific expenses paid or incurred in connection with providing services to us, we pay the Advisor an administrative services fee, which is an allocation of a portion of the actual costs that the Advisor paid or incurred providing these services to us (the “Administrative Services Reimbursement”). The Administrative Services Reimbursement is intended to reimburse the Advisor for all its costs associated with providing services to us. For the period January 1, 2018 through June 10, 2018, the Administrative Services Reimbursement was up to $1.3 million annually, pro-rated for the period. For the period June 11, 2018 through June 10, 2019, the Administrative Services Reimbursement was up to $1.29 million. On June 10, 2019, the advisory management agreements were extended an additional year through June 10, 2020. For the period June 11, 2019 through June 10, 2020, the Administrative Services Reimbursement is up to $1.312 million. The Administrative Services Reimbursement is payable in four equal quarterly installments within 45 days of the end of each calendar quarter. In addition, under the various advisory management agreements, we are to reimburse the Advisor for certain due diligence services provided in connection with asset acquisitions and dispositions and debt financings separately from the Administrative Services Reimbursement. For both of the years ended December 31, 2019 and 2018, we incurred and expensed $1.3 million of such costs for administrative services and due diligence services. Notwithstanding the fees and cost reimbursements payable to the Advisor pursuant to our advisory management agreement, under our charter we may not reimburse the Advisor for any amount by which our operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of: (i) 2% of our average invested assets, or (ii) 25% of our net income determined without reduction for any additions to reserves for depreciation, bad debts, or other similar non-cash reserves and excluding any gain from the sale of our assets for that period unless a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. For the four fiscal quarters ended December 31, 2019, our total operating expenses (including the asset management fee) exceeded the limit on total operating expenses; however, our independent directors determined the excess expenses were justified primarily as a result of the timing of the redeployment of our cash proceeds from asset sales and financings. Property Manager The Company engaged an affiliate of Lightstone pursuant to a property management and leasing agreement. The following discussion describes the fees and expenses payable to our affiliated property manager and its respective affiliates under both the various property management and leasing agreements. We pay our property manager and affiliate of the Advisor, fees for the management, leasing, and construction supervision of our properties which is 4.0% of gross revenues of the properties managed by our property manager. We pay our property manager an oversight fee equal to 0.5% of the gross revenues of the property managed for any property for which we contract directly with a third-party property manager. In no event will our property manager or its affiliates receive both a property management fee and an oversight fee with respect to any particular property. In the event we own a property through a joint venture that does not pay our property manager directly for its services, we will pay our property manager a management fee or oversight fee, as applicable, based only on our economic interest in the property. For the years ended December 31, 2019 and 2018, we incurred and expensed property management fees or oversight fees to the related-party property manager of $0.5 million and $0.1 million, respectively. We pay our property manager a construction management fee in an amount not to exceed 5% of all hard construction costs incurred in connection with, but not limited to capital repairs and improvements, major building reconstruction and tenant improvements, if such affiliate supervises construction performed by or on behalf of us or our affiliates. We incurred no construction management fees for the years ended December 31, 2019 and 2018. As of December 31, 2019 and 2018, we had a payable to the Advisor and its affiliates of less than $0.1 million and $0.3 million, respectively. These balances consist of accrued fees, including asset management fees, administrative service expenses, property management fees, and other miscellaneous costs payable to the Advisor and property manager. We are dependent on the Advisor and our property manager for certain services that are essential to us, including asset disposition decisions, property management and leasing services, and other general administrative responsibilities. In the event that these companies were unable to provide us with their respective services, we would be required to obtain such services from other sources. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Events The extent to which the Company’s business may be affected by the current outbreak of the Coronavirus will largely depend on both current and future developments, including its duration, spread and treatment, and related travel advisories and restrictions, all of which are highly uncertain and cannot be reasonably predicted. If the Company’s properties are negatively impacted for an extended period because its tenants are unable to pay their rent, the Company’s business and financial results could be materially and adversely impacted. While the Company believes there are certain cost reduction strategies it can implement, there can be no assurance that they would fully mitigate the adverse impact of any lost revenue. Acquisition of Autumn Breeze Apartments located in Noblesville, Indiana On March 17, 2020, the Company, through a subsidiary of the Operating Partnership, acquired a 280-unit multifamily property located in Noblesville, Indiana (the “Autumn Breeze Apartments”), from Passco Autumn Breese DST, an unaffiliated third party, for an aggregate purchase price of approximately $43.0 million, excluding closing and other acquisition related costs. In connection with the acquisition, the Advisor received an aggregate of approximately $1.0 million in acquisition fees and acquisition expense reimbursements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of real estate including impairment and depreciable lives. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation Our consolidated financial statements include our accounts and the accounts of other subsidiaries over which we have control. All inter-company transactions, balances, and profits have been eliminated in consolidation. In addition, interests in entities acquired are evaluated based on applicable GAAP, and entities deemed to be variable interest entities (“VIE”) in which we are the primary beneficiary are also consolidated. If the interest in the entity is determined not to be a VIE, then the entity is evaluated for consolidation based on legal form, economic substance, and the extent to which we have control, substantive participating rights or both under the respective ownership agreement. For entities in which we have less than a controlling interest but have significant influence, we account for the investment using the equity method of accounting. There are judgments and estimates involved in determining if an entity in which we have made an investment is a VIE and, if so, whether we are the primary beneficiary. The entity is evaluated to determine if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity. Determining expected future losses involves assumptions of various possibilities of the results of future operations of the entity, assigning a probability to each possibility, and using a discount rate to determine the net present value of those future losses. A change in the judgments, assumptions, and estimates outlined above could result in consolidating an entity that should not be consolidated or accounting for an investment using the equity method that should in fact be consolidated, the effects of which could be material to our consolidated financial statements. |
Accounting for Acquisitions of Investment Property | Accounting for Acquisitions of Investment Property The cost of the real estate assets acquired in an asset acquisition is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases for acquired in-place leases and the value of tenant relationships, based in each case on their relative fair values. Fees incurred related to asset acquisitions are capitalized as part of the cost of the investment. Upon the acquisition of real estate property that meets the definition of a business, we recognize the assets acquired, the liabilities assumed and any noncontrolling interest as of the acquisition date, measured at their fair values. The acquisition date is the date on which we obtain control of the real estate property. The assets acquired and liabilities assumed may consist of land, inclusive of associated rights, buildings, assumed debt, identified intangible assets and liabilities, and asset retirement obligations. Identified intangible assets generally consist of above-market leases, in-place leases, in-place tenant improvements, in-place leasing commissions, and tenant relationships. Identified intangible liabilities generally consist of below-market leases. Goodwill is recognized as of the acquisition date and measured as the aggregate fair value of the consideration transferred and any noncontrolling interests in the acquiree over the fair value of the identifiable net assets acquired. Likewise, a bargain purchase gain is recognized in current earnings when the aggregate fair value of the consideration transferred and any noncontrolling interests in the acquiree is less than the fair value of the identifiable net assets acquired. Acquisition-related costs are expensed in the period incurred. Initial valuations are subject to change until our information is finalized, which is no later than 12 months from the acquisition date. The fair value of the tangible assets acquired, consisting of land and buildings, is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and buildings. Land values are derived from appraisals, and building values are calculated as replacement cost less depreciation or management’s estimates of the fair value of these assets using discounted cash flow analyses or similar methods believed to be used by market participants. The value of hotels and all other buildings is depreciated over the estimated useful lives of 39 years and 25 years, respectively, using the straight-line method. We determine the fair value of assumed debt by calculating the net present value of the scheduled mortgage payments using interest rates for debt with similar terms and remaining maturities that management believes we could obtain at the date of the debt assumption. Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining life of the loan using the effective interest method. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider investments in highly liquid money market funds or investments with original maturities of three months or less to be cash equivalents. The carrying amount of cash and cash equivalents reported on the balance sheet approximates fair value. |
Restricted Cash | Restricted Cash As required by our lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate taxes, and other reserves for certain of our consolidated properties. Capital reserves are typically utilized for non-operating expenses such as tenant improvements, leasing commissions, and major capital expenditures. Alternatively, a lender may require its own formula for an escrow of capital reserves. Restricted cash may also include certain funds temporarily placed in escrow with qualified intermediaries to facilitate potential like-kind exchange transactions in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). We adopted Financial Accounting Standards Board (“FASB”) guidance which changed the presentation of our statements of cash flows and related disclosures for all periods presented and accordingly, the following is a summary of our cash, cash equivalents, and restricted cash total as presented in our consolidated statements of cash flows for the periods presented: December 31, 2019 2018 Cash and cash equivalents $ 15,640 $ 29,607 Restricted cash 3,932 3,045 Total cash, cash equivalents and restricted cash $ 19,572 $ 32,652 |
Marketable Securities | Marketable Securities Marketable securities currently consist of debt securities that are designated as available-for-sale and are recorded at fair value. Unrealized holding gains or losses for debt securities are reported as a component of accumulated other comprehensive income/(loss). Realized gains or losses resulting from the sale of these securities are determined based on the specific identification of the securities sold. An impairment charge is recognized when the decline in the fair value of a security below the amortized cost basis is determined to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the duration and severity of any decline in fair value below our amortized cost basis, any adverse changes in the financial condition of the issuers’ and its intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. As of December 31, 2019 and 2018, the Company did not recognize any impairment charges. |
Investment Impairment | Investment Impairment For all of our real estate and real estate related investments, we monitor events and changes in circumstances indicating that the carrying amounts of the real estate assets may not be recoverable. Examples of the types of events and circumstances that would cause management to assess our assets for potential impairment include, but are not limited to: a significant decrease in the market price of an asset; a significant adverse change in the manner in which the asset is being used; an accumulation of costs in excess of the acquisition basis plus construction of the property; major vacancies and the resulting loss of revenues; natural disasters; a change in the projected holding period; legitimate purchase offers; and changes in the global and local markets or economic conditions. To the extent that our portfolio is concentrated in limited geographic locations, downturns specifically related to such regions may result in tenants defaulting on their lease obligations at those properties within a short time period, which may result in asset impairments. When such events or changes in circumstances are present, we assess potential impairment by comparing estimated future undiscounted operating cash flows expected to be generated over the life of the asset and from its eventual disposition to the carrying amount of the asset. These projected cash flows are prepared internally by the Advisor and reflect in-place and projected leasing activity, market revenue and expense growth rates, market capitalization rates, discount rates, and changes in economic and other relevant conditions. Our management reviews these projected cash flows to assure that the valuation is prepared using reasonable inputs and assumptions that are consistent with market data or with assumptions that would be used by a third-party market participant and assume the highest and best use of the investment. We consider trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. In the event that the carrying amount exceeds the estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the asset to estimated fair value. While we believe our estimates of future cash flows are reasonable, different assumptions regarding factors such as market rents, economic conditions, and occupancy rates could significantly affect these estimates. In evaluating our investments for impairment, management may use appraisals and make estimates and assumptions, including, but not limited to, the projected date of disposition of the properties, the estimated future cash flows of the properties during our ownership, and the projected sales price of each of the properties. A future change in these estimates and assumptions could result in understating or overstating the carrying value of our investments, which could be material to our financial statements. In addition, we may incur impairment charges on assets classified as held for sale in the future if the carrying amount of the asset upon classification as held for sale exceeds the estimated fair value, less costs to sell. We also evaluate our investments in unconsolidated joint ventures at each reporting date. If we believe there is an other than temporary decline in market value, we will record an impairment charge based on these evaluations. We assess potential impairment by comparing our portion of estimated future undiscounted operating cash flows expected to be generated by the joint venture over the life of the joint venture’s assets to the carrying amount of the joint venture. In the event that the carrying amount exceeds our portion of estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the joint venture to its estimated fair value. During the years ended December 31, 2019 and 2018, we did not record any impairment charges. |
Investment in Unconsolidated Joint Venture | Investment in Unconsolidated Joint Venture We have and may continue to provide funding to third-party developers for the acquisition, development, and construction of real estate (“ADC Arrangement”). Under an ADC Arrangement, we may participate in the residual profits of the project through the sale or refinancing of the property. We evaluate such arrangements to determine if they have characteristics similar to a loan or if the characteristics are more similar to a joint venture or partnership such as participating in the risks and rewards of the project as an owner or an investment partner. When we determine that the characteristics are more similar to a jointly-owned investment or partnership, we account for the arrangement as an investment in an unconsolidated joint venture under the equity method of accounting or a direct investment (consolidated basis of accounting) instead of applying loan accounting. ADC Arrangements are reassessed at each reporting period. See Note 8 of the Notes to the Consolidated Financial Statements for additional information. |
Revenue Recognition | Revenue Recognition We recognize rental income generated from leases of our operating properties on a straight-line basis over the terms of the respective leases, including the effect of rent holidays, if any. Leases associated with our multifamily and student housing are generally short-term in nature, and thus have no straight-line rent. |
Other Assets | Other Assets Other assets primarily consist of deposits, receivables and intangible assets related to our consolidated properties. |
Deferred Financing Fees | Deferred Financing Costs Deferred financing costs are recorded at cost and consist of loan fees and other costs incurred in issuing debt. Amortization of deferred financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included in interest expense in the consolidated statements of operations. Unamortized deferred financing costs are included as a direct deduction from the related debt in the consolidated balance sheets. |
Income Taxes | Income Taxes We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and have qualified as a REIT since the year ended December 31, 2008. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT taxable income to our stockholders. As a REIT, we generally will not be subject to federal income tax at the corporate level. We are organized and operate in such a manner as to qualify for taxation as a REIT under the Internal Revenue Code and intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to qualify or remain qualified as a REIT. Taxable income from non-REIT activities managed through a taxable REIT subsidiary (“TRS”) is subject to applicable federal, state, and local income and margin taxes. Our operating partnerships are flow-through entities and are not subject to federal income taxes at the entity level. We have reviewed our tax positions under GAAP guidance that clarify the relevant criteria and approach for the recognition and measurement of uncertain tax positions. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the financial statements if it is more likely than not that the tax position will be sustained upon examination. We believe it is more likely than not that the tax positions taken relative to our federal tax status as a REIT will be sustained in any tax examination. |
Concentration of Credit Risk | Concentration of Credit Risk At December 31, 2019 and 2018, we had cash and cash equivalents deposited in certain financial institutions in excess of federally insured levels. We have diversified our cash and cash equivalents among several banking institutions in an attempt to minimize exposure to any one of these entities. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents or restricted cash. |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest represents the noncontrolling member’s share of the equity in certain of our consolidated real estate investments. Income and losses are allocated to noncontrolling interest holders based generally on their ownership percentage. In certain instances, our joint venture agreements provide for liquidating distributions based on achieving certain return metrics (“promoted interest”) and if a property reaches a defined return threshold, then it will result in distributions to the noncontrolling member which differs from the standard pro-rata allocation percentage. During 2018, the Company paid $1.9 million for the 6.0% membership interest held by a minority owner in Arbors Harbor Town and as a result, now owns 100.0% of this property. |
Earnings per Share | Earnings per Share The Company had no potentially dilutive securities outstanding during the periods presented. Accordingly, net (loss) income per share is calculated by dividing net (loss) income by the weighted-average number of shares of common stock outstanding during the applicable period. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of cash, cash equivalents and restricted cash | the following is a summary of our cash, cash equivalents, and restricted cash total as presented in our consolidated statements of cash flows for the periods presented: December 31, 2019 2018 Cash and cash equivalents $ 15,640 $ 29,607 Restricted cash 3,932 3,045 Total cash, cash equivalents and restricted cash $ 19,572 $ 32,652 |
Marketable Securities and Fai_2
Marketable Securities and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities and Fair Value Measurements | |
Schedule of available-for-sale securities reconciliation | The following is a summary of the Company’s available for sale securities as of the date indicated: As of December 31, 2019 Gross Unrealized Debt securities: Adjusted Cost Gross Unrealized Gains Losses Fair Value Corporate and Government Bonds $ 5,385 $ 113 $ (2) $ 5,496 As of December 31, 2018 Gross Unrealized Debt securities: Adjusted Cost Gross Unrealized Gains Losses Fair Value Corporate and Government Bonds $ 14,575 $ 15 $ (204) $ 14,386 |
Schedule of available-for-sale securities | The following table summarizes the estimated fair value of our investments in marketable debt securities with stated contractual maturity dates, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities: As of December 31, 2019 Due in 1 year $ 1,022 Due in 1 year through 5 years 4,474 Due in 5 years through 10 years — Due after 10 years — Total $ 5,496 |
Financial Instruments not Rep_2
Financial Instruments not Reported at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Financial Instruments not Reported at Fair Value | |
Schedule of Notes payable and the related estimated fair value | Carrying amounts of our notes payable and the related estimated fair value as follows: As of December 31, 2019 As of December 31, 2018 Estimated Fair Estimated Fair Carrying Amount Value Carrying Amount Value Notes payable $ 186,761 $ 187,304 $ 141,423 $ 140,986 |
Real Estate and Real Estate-R_2
Real Estate and Real Estate-Related Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate and Real Estate-Related Investments | |
Schedule of information pertaining to consolidated investments | The following table presents certain information about our consolidated investments as of December 31, 2019: Ownership Property Name Description Location Date Acquired Interest Gardens Medical Pavilion Medical office building Palm Beach Gardens, Florida October 20, 2010 81.8 % River Club and the Townhomes at River Club Student housing Athens, Georgia April 25, 2011 85 % Lakes of Margate Multifamily Margate, Florida October 19, 2011 92.5 % Arbors Harbor Town (1) Multifamily Memphis, Tennessee December 20, 2011 100 % Parkside Apartments (“Parkside”) Multifamily Sugar Land, Texas August 8, 2013 90 % Flats at Fishers Fishers Multifamily Fishers, Indiana November 30, 2017 100 % Axis at Westmont Fishers Multifamily Westmont, Illinois November 27, 2018 100 % Valley Ranch Apartments Multifamily Ann Arbor, Michigan February 14, 2019 100 % Note: (1) On December 28, 2018, we acquired the noncontrolling member’s 6% ownership interest in Arbors Harbor Town for $1.9 million and as a result, now own 100% of this property. |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable | |
Schedule of information on notes payable | The following table sets forth information on our notes payable as of December 31, 2019 and 2018: Weighted Average Interest Rate as of Amount Due at As of As of Property Interest Rate December 31, 2019 Maturity Date Maturity December 31, 2019 December 31, 2018 River Club and the Townhomes at River Club LIBOR + 1.78% 3.71 % May 1, 2025 $ 28,419 $ 30,359 $ 30,359 Gardens Medical Pavilion (1) LIBOR + 1.90% N/A September 1, 2021 — — 12,900 Lakes of Margate (2) 5.49% and 5.92% N/A January 1, 2020 — — 13,687 Arbors Harbor Town 4.53% 4.53 % December 28, 2025 29,000 29,000 29,000 Parkside 4.45% 4.45 % September 1, 2025 15,782 17,588 17,877 Axis at Westmont 4.39% 4.39 % February 1, 2026 34,343 37,600 37,600 Valley Ranch Apartments 4.16% 4.16 % March 1, 2026 43,414 43,414 — Flats at Fishers 3.78% 3.78 % July 1, 2026 26,090 28,800 — Total notes payable 4.14 % $ 177,048 186,761 141,423 Less: Deferred financing costs (2,973) (2,407) Total notes payable, net $ 183,788 $ 139,016 |
Schedule of contractual obligations for principal payments | The following table provides information with respect to the contractual maturities and scheduled principal repayments of our indebtedness as of December 31, 2019. 2020 2021 2022 2023 2024 Thereafter Total Principal maturities (1) $ 298 $ 1,023 $ 1,468 $ 2,122 $ 2,600 $ 179,250 $ 186,761 Less: deferred financing costs (2,973) Total notes payable, net $ 183,788 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity | |
Schedule of Redemption Program | The price at which we redeem shares submitted for redemption will be a percentage of the estimated NAV per Share as of the Effective Date (as defined in the Fourth Amended SRP), as follows: For Redemptions with an Effective Date Between July 1, 2018 and June 30, 2019: 92.5% of the estimated NAV per Share July 1, 2019 and June 30, 2020: 95.0% of the estimated NAV per Share July 1, 2020 and June 30, 2021: 97.5% of the estimated NAV per Share Thereafter: 100% of the estimated NAV per Share |
Business and Organization - Add
Business and Organization - Additional Information (Details) - shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Feb. 10, 2007 | Jan. 19, 2007 | |
Organization | ||||
Common stock, shares outstanding (in shares) | 22,200,000 | 23,400,000 | ||
Common stock, shares issued (in shares) | 22,200,000 | 23,400,000 | ||
Convertible stock issued (in shares) | 1,000 | 1,000 | 1,000 | |
Convertible Stock Shares Outstanding | 1,000 | 1,000 | ||
Maryland [Member] | ||||
Organization | ||||
Percentage of remaining ownership interest held by BHO Business Trust II | 99.90% | |||
Behringer Harvard Opportunity OP II LP | ||||
Organization | ||||
Percentage of ownership interest by BHO II, Inc | 0.10% | |||
Initial Offering | ||||
Organization | ||||
Common stock, shares outstanding (in shares) | 22,200,000 | |||
Initial Offering | Lightstone Group [Member] | ||||
Organization | ||||
Convertible stock issued (in shares) | 1,000 | |||
Initial Capitalization | Behringer Harvard Holdings | ||||
Organization | ||||
Common stock, shares issued (in shares) | 22,500 | |||
Convertible stock issued (in shares) | 1,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies | |||
Cash and cash equivalents | $ 15,640 | $ 29,607 | |
Restricted cash | 3,932 | 3,045 | |
Total cash, cash equivalents and restricted cash | $ 19,572 | $ 32,652 | $ 57,360 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Investment Impairment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies | ||
Impairment charge | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Required minimum percentage distribution of of ordinary taxable income to stockholders to qualify as a REIT | 90.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Noncontrolling Interest (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Payments to Acquire Additional Interest in Subsidiaries | $ 1,930 | |||
Arbors Harbor Town | ||||
Payments to Acquire Additional Interest in Subsidiaries | $ 1,900 | $ 1,900 | $ 1,900 | |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 6.00% | 6.00% | 6.00% | |
Real Estate Ownership Interest | 6.00% | 100.00% | 100.00% |
Marketable Securities and Fai_3
Marketable Securities and Fair Value Measurements - Available for Sale Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value | $ 5,496 | $ 14,386 |
Corporate and Government Bonds | ||
Adjusted Cost | 5,385 | 14,575 |
Gross Unrealized Gains | 113 | 15 |
Gross Unrealized Losses | (2) | (204) |
Fair Value | $ 5,496 | $ 14,386 |
Marketable Securities and Fai_4
Marketable Securities and Fair Value Measurements - Summarizes the Estimated Fair Value of our Investments in Marketable Debt Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Marketable Securities and Fair Value Measurements | ||
Due in 1 year | $ 1,022 | |
Due in 1 year through 5 years | 4,474 | |
Due in 5 years through 10 years | 0 | |
Due after 10 years | 0 | |
Total | $ 5,496 | $ 14,386 |
Financial Instruments not Rep_3
Financial Instruments not Reported at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Financial Instruments not Reported at Fair Value | ||
Notes payable, Carrying Amount | $ 186,761 | $ 141,423 |
Notes payable, Estimated Fair Value | $ 187,304 | $ 140,986 |
Real Estate and Real Estate-R_3
Real Estate and Real Estate-Related Investments - Consolidated Properties (Details) | Dec. 31, 2019 | Dec. 31, 2019 | |
Gardens Medical Pavilion | |||
Real Estate Properties [Line Items] | |||
Ownership Interest | 81.80% | ||
River Club and the Townhomes at River Club | |||
Real Estate Properties [Line Items] | |||
Ownership Interest | 85.00% | ||
Lakes of Margate | |||
Real Estate Properties [Line Items] | |||
Ownership Interest | 92.50% | ||
Arbors Harbor Town | |||
Real Estate Properties [Line Items] | |||
Ownership Interest | [1] | 100.00% | |
Parkside | |||
Real Estate Properties [Line Items] | |||
Ownership Interest | 90.00% | ||
Flats at Fishers Fishers [Member] | |||
Real Estate Properties [Line Items] | |||
Ownership Interest | 100.00% | ||
Axis At Westmont Fishers [Member] | |||
Real Estate Properties [Line Items] | |||
Ownership Interest | 100.00% | ||
Valley Ranch Apartments | |||
Real Estate Properties [Line Items] | |||
Ownership Interest | 100.00% | ||
[1] | On December 28, 2018, we acquired the noncontrolling member’s 6% ownership interest in Arbors Harbor Town for $1.9 million and as a result, now own 100% of this property. |
Real Estate and Real Estate-R_4
Real Estate and Real Estate-Related Investments Real Estate and Real Estate-Related Investments - Narrative (Details) - USD ($) $ in Thousands | Jan. 15, 2020 | Dec. 31, 2019 | Feb. 14, 2019 | Dec. 28, 2018 | Nov. 27, 2018 | Dec. 28, 2018 | Nov. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 |
Real Estate Properties [Line Items] | ||||||||||
Gain on sale of real estate and other assets, net | $ 537 | |||||||||
Gain (loss) on extinguishment of debt | 2,778 | |||||||||
Long-term Debt | $ 183,788 | $ 183,788 | ||||||||
Repayments of Debt | $ 12,600 | |||||||||
Payments to Acquire Additional Interest in Subsidiaries | 1,930 | |||||||||
Lakewood Flats [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Escrow Reimbursements From Insurance Claim | 500 | |||||||||
Valley Ranch Apartments | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 70,300 | |||||||||
Business Combination, Acquisition Related Costs | 1,200 | |||||||||
Acquisition Fee and Expense | 1,200 | |||||||||
Transfer Mortgage Payable | $ 43,400 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.16% | |||||||||
Real Estate Ownership Interest | 100.00% | |||||||||
Capitalization Rate | 5.35% | |||||||||
Axis At Westmont Fishers [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Acquisition Fee and Expense | $ 1,000 | $ 1,000 | ||||||||
Principal and interest payments | $ 200 | |||||||||
Real Estate Ownership Interest | 100.00% | |||||||||
Land and Improvements | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 24,100 | 7,800 | ||||||||
Building and Building Improvements [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 46,300 | 52,100 | ||||||||
Other Assets [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 1,100 | 500 | ||||||||
22 Exchange [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Gain (loss) on extinguishment of debt | 2,800 | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | 10.00% | ||||||||
Extinguishment of Debt, Amount | 22,600 | |||||||||
Gain (Loss) on Disposition of Real Estate, Discontinued Operations | 19,800 | |||||||||
Expenses incurred For Disposition of Real Estate Property | $ 100 | |||||||||
Axis at Westmont | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Sales Contract Price | 1,000 | |||||||||
Business Combination, Consideration Transferred | $ 59,300 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.39% | 4.39% | ||||||||
Principal and interest payments | $ 200 | |||||||||
Long-term Debt | $ 37,600 | $ 37,600 | ||||||||
Acquisition Fees Percentage | 1.75% | |||||||||
Repayments of Debt | $ 21,700 | |||||||||
Arbors Harbor Town | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 6.00% | 6.00% | 6.00% | |||||||
Payments to Acquire Additional Interest in Subsidiaries | $ 1,900 | $ 1,900 | $ 1,900 | |||||||
Real Estate Ownership Interest | 6.00% | 100.00% | 100.00% |
Note Receivable (Details)
Note Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Payments to Acquire Notes Receivable | $ 9,132 | $ 0 | |||
Note receivable | $ 0 | $ 10,423 | 10,423 | $ 0 | |
Mezzanine Loan Promissory Note [Member] | |||||
Debt Instrument, Face Amount | 11,400 | $ 12,000 | 11,400 | ||
Payments to Acquire Notes Receivable | 3,400 | $ 8,000 | |||
Debt Instrument, Unfunded | 600 | 600 | |||
Payments for Merger Related Costs | $ 200 | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR + 11.0% | ||||
Debt Instrument, Basis Spread on Variable Rate | 11.00% | 13.493% | |||
Debt Instrument Origination Fees Description | The Company received an origination fee of 1.0% of the loan balance, or approximately $0.1 million | ||||
Debt Instrument Origination Fees, Percentage | 0.25% | ||||
Debt Instrument, Maturity Date | Aug. 31, 2021 | ||||
Interest Reserve On Notes Receivable | $ 2,100 | $ 1,500 | |||
Utilization Of Interest Reserve Percentage On Interest Due | 8.00% | 8.00% | |||
Amount of additional interest included in the principal balance | $ 400 | ||||
Investment Income, Interest | $ 600 | 1,100 | |||
Note receivable | $ 10,400 | $ 10,400 |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Venture (Details) - USD ($) $ in Millions | Jan. 04, 2019 | Dec. 15, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||||
Mezzanine financing to unaffiliated third party Entity | $ 15.3 | |||
Amount of senior construction loan taken by unconsolidated joint venture | 40 | |||
Outstanding principal balance under mezzanine Loan | 15.3 | |||
Proceeds from escrow deposit | $ 10.9 | |||
Prospect Park | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Real Estate Property Contractual Sales Price | $ 100.5 | |||
Proceeds from Sale of Real Estate | 21.6 | |||
Escrow Deposits Related to Property Sales | $ 15.1 | 2.3 | ||
Equity Method Investments | $ 10.9 | $ 10.9 | ||
Proceeds from escrow deposit | $ 1.9 | |||
Minimum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Annual interest rate for mezzanine loan | 10.00% | |||
Maximum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Annual interest rate for mezzanine loan | 18.00% |
Held for Sale (Details)
Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Held for Sale | ||
Net investment property | $ 39,604 | |
Other assets | 1,203 | |
Assets held for sale | 40,807 | $ 0 |
Note payable, net | 12,441 | |
Accounts payable and accrued expenses | 1,474 | |
Total liabilities held for sale | $ 13,915 | $ 0 |
Held for Sale - Additional Info
Held for Sale - Additional Information (Details) - USD ($) $ in Millions | Jan. 15, 2020 | Dec. 23, 2019 |
Held for Sale | ||
Repayment of mortgage gardens medical mortgage | $ 12.6 | |
Gardens Medical Pavilion [Member] | ||
Held for Sale | ||
Contractual sale price | 24.3 | $ 24.3 |
Repayment of mortgage gardens medical mortgage | $ 12.6 |
Notes Payable - Information on
Notes Payable - Information on Notes Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 14, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Long-term Debt | $ 183,788 | ||
Less: deferred financing costs | (2,973) | ||
Total notes payable, net | $ 183,788 | $ 139,016 | |
Notes payable | |||
Debt Instrument [Line Items] | |||
Weighted Average Interest Rate | 4.14% | ||
Long-term Debt | $ 177,048 | ||
Total notes payable | 186,761 | 141,423 | |
Less: deferred financing costs | $ (2,973) | (2,407) | |
River Club and the Townhomes at River Club | Notes payable | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate | LIBOR + 1.78% | ||
Weighted Average Interest Rate | 3.71% | ||
Debt Instrument, Maturity Date | May 1, 2025 | ||
Long-term Debt | $ 28,419 | ||
Total notes payable | $ 30,359 | 30,359 | |
Gardens Medical Pavilion | Notes payable | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate | LIBOR + 1.90% | ||
Debt Instrument, Maturity Date | Sep. 1, 2021 | ||
Total notes payable | $ 0 | 12,900 | |
Lakes of Margate | Notes payable | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | Jan. 1, 2020 | ||
Total notes payable | $ 0 | 13,687 | |
Arbors Harbor Town | Notes payable | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 4.53% | ||
Weighted Average Interest Rate | 4.53% | ||
Debt Instrument, Maturity Date | Dec. 28, 2025 | ||
Long-term Debt | $ 29,000 | ||
Total notes payable | $ 29,000 | 29,000 | |
Parkside | Notes payable | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 4.45% | ||
Weighted Average Interest Rate | 4.45% | ||
Debt Instrument, Maturity Date | Sep. 1, 2025 | ||
Long-term Debt | $ 15,782 | ||
Total notes payable | $ 17,588 | 17,877 | |
Axis at Westmont | Notes payable | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 4.39% | ||
Weighted Average Interest Rate | 4.39% | ||
Debt Instrument, Maturity Date | Feb. 1, 2026 | ||
Long-term Debt | $ 34,343 | ||
Total notes payable | $ 37,600 | 37,600 | |
Valley Ranch Apartments | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 4.16% | ||
Valley Ranch Apartments | Notes payable | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 4.16% | ||
Weighted Average Interest Rate | 4.16% | ||
Debt Instrument, Maturity Date | Mar. 1, 2026 | ||
Long-term Debt | $ 43,414 | ||
Total notes payable | $ 43,414 | 0 | |
Flats at Fishers | Notes payable | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 3.78% | ||
Weighted Average Interest Rate | 3.78% | ||
Debt Instrument, Maturity Date | Jul. 1, 2026 | ||
Long-term Debt | $ 26,090 | ||
Total notes payable | $ 28,800 | $ 0 | |
Minimum | Lakes of Margate | Notes payable | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 5.49% | ||
Maximum | Lakes of Margate | Notes payable | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 5.92% |
Notes Payable - Contractual Obl
Notes Payable - Contractual Obligations for Principal Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Notes Payable | |
2020 | $ 298 |
2021 | 1,023 |
2022 | 1,468 |
2023 | 2,122 |
2024 | 2,600 |
Thereafter | 179,250 |
Total principal maturities | 186,761 |
Less: deferred financing costs | (2,973) |
Total notes payable, net | $ 183,788 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Thousands | Jan. 15, 2020 | Jun. 13, 2019 | Feb. 14, 2019 | Dec. 28, 2018 | Nov. 27, 2018 | Jun. 28, 2018 | Jun. 01, 2018 | May 01, 2018 | Dec. 28, 2018 | Nov. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 23, 2019 |
Debt Instrument [Line Items] | |||||||||||||
Payments to Acquire Additional Interest in Subsidiaries | $ 1,930 | ||||||||||||
Repayment of mortgage gardens medical mortgage | $ 12,600 | ||||||||||||
Parkside [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | $ 18,000 | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.45% | ||||||||||||
Repayments of Secured Debt | $ 9,600 | ||||||||||||
Gardens Medical Pavilion [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | $ 13,000 | ||||||||||||
Debt Instrument, Description of Variable Rate Basis | Libor plus 1.90% | ||||||||||||
River Club and the Townhomes at River Club | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | $ 30,400 | ||||||||||||
Repayments of Secured Debt | $ 23,400 | ||||||||||||
Debt Instrument, Description of Variable Rate Basis | Libor plus 1.78% | ||||||||||||
Valley Ranch Apartments | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.16% | ||||||||||||
Debt Instrument, Maturity Date | Mar. 1, 2026 | ||||||||||||
Flats At Fishers Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | $ 28,800 | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.78% | ||||||||||||
Debt Instrument, Maturity Date | Jul. 1, 2026 | ||||||||||||
Axis at Westmont | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | $ 37,600 | $ 37,600 | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.39% | ||||||||||||
Line of Credit Facility, Periodic Payment | $ 200 | ||||||||||||
Line of Credit Facility, Expiration Date | Feb. 1, 2026 | ||||||||||||
Repayment of mortgage gardens medical mortgage | $ 21,700 | ||||||||||||
Arbors Harbor Town | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total notes payable | $ 29,000 | $ 29,000 | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.53% | ||||||||||||
Line of Credit Facility, Initiation Date | Dec. 28, 2018 | ||||||||||||
Repayments of Debt and Capital Lease Obligations | $ 23,700 | ||||||||||||
Payments to Acquire Additional Interest in Subsidiaries | $ 1,900 | $ 1,900 | $ 1,900 | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 6.00% | 6.00% | 6.00% | ||||||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 100.00% | ||||||||||||
Lakes of Margate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of Secured Debt | $ 13,400 | ||||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2020 | ||||||||||||
Gardens Medical Pavilion [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Contractual sale price | 24,300 | $ 24,300 | |||||||||||
Repayment of mortgage gardens medical mortgage | 12,600 | ||||||||||||
Gardens Medical Pavilion [Member] | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Contractual sale price | 24,300 | ||||||||||||
Repayment of mortgage gardens medical mortgage | $ 12,600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | ||
Estimated federal taxable income | $ 10.5 | $ 9.8 |
Net operating loss carryforwards | 12.1 | 1.6 |
Taxable REIT subsidiaries | ||
Loss Contingencies [Line Items] | ||
Net operating loss carryforwards | $ 0 | $ 5 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Estimated Net Asset Value Per Share as of Effective Date (Details) | Dec. 31, 2019 |
July 1, 2018 and June 30, 2019 [Member] | |
Share Redemption Program, Redemption Price, Percentage of Share Price | 92.50% |
July 1, 2019 and June 30, 2020 [Member] | |
Share Redemption Program, Redemption Price, Percentage of Share Price | 95.00% |
July 1, 2020 and June 30, 2021 [Member] | |
Share Redemption Program, Redemption Price, Percentage of Share Price | 97.50% |
Thereafter [Member] | |
Share Redemption Program, Redemption Price, Percentage of Share Price | 100.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 28, 2020 | Dec. 31, 2019 | Dec. 17, 2019 | Dec. 31, 2018 | Dec. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 | 350,000,000 | 350,000,000 | |||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||
Convertible stock, shares authorized (in shares) | 1,000 | 1,000 | 1,000 | 1,000 | |||
Number of shares of common stock issued in offering (in shares) | 22,200,000 | 22,200,000 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common shares purchased | 4,500,000 | 1,200,000 | |||||
Common stock, shares outstanding (in shares) | 22,200,000 | 23,400,000 | 22,200,000 | 23,400,000 | |||
Number of shares issued through distribution reinvestment (in shares) | 2,200,000 | 2,200,000 | |||||
Common stock redeemed (in shares) | 4,500,000 | 1,200,000 | |||||
Convertible stock, shares outstanding (in shares) | 1,000 | 1,000 | 1,000 | 1,000 | |||
Share repurchase program, cash available for redemption | $ 10 | ||||||
Share redemption program, annual limitation, percentage of weighted average shares outstanding | 5.00% | ||||||
Percentage of real estate investment trust taxable income | 90.00% | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 7.94 | $ 7.10 | $ 8.64 | ||||
Tender Offer [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares offered in a tender | 2,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 7.75 | ||||||
Common shares purchased | 2,000,000 | ||||||
Aggregate value | $ 15.5 | ||||||
Number of shares validly tendered in the offer | 2,183,888 | ||||||
Common stock redeemed (in shares) | 2,000,000 | ||||||
Percentage of shares repurchased | 91.58% | ||||||
Minimum | |||||||
Class of Stock [Line Items] | |||||||
Share redemption program, redemption price, percentage of share price | 80.00% | 80.00% | |||||
Maximum | |||||||
Class of Stock [Line Items] | |||||||
Share redemption program, redemption price, percentage of share price | 90.00% | 90.00% | |||||
Convertible Stock | |||||||
Class of Stock [Line Items] | |||||||
Cumulative, non-compounded, annual return for shares for automatic conversion of convertible stock | 10.00% | ||||||
Average period considered for determination of aggregate market value of common stock | 30 days | ||||||
Percentage of excess of enterprise value plus the aggregate value of distributions paid to date on outstanding shares of common stock over aggregate issue price of outstanding shares for determination of conversion price | 20.00% | ||||||
Cumulative, non-compounded, annual return on issue price added to issue price for determination of conversion price | 10.00% | ||||||
Percentage of excess of enterprise value plus the aggregate value of distributions paid to date on outstanding shares of common stock over aggregate issue price of outstanding shares for determination of conversion price | 15.00% | ||||||
Cumulative, non-compounded, annual return on issue price for determination of conversion price | 6.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 10, 2018 | Jun. 10, 2018 | Jun. 10, 2020 | Dec. 31, 2019 | Jun. 10, 2019 | Dec. 31, 2018 |
Related party transaction | ||||||||
Oversight fee as percentage of gross revenues of property managed | 0.50% | |||||||
Advisor | ||||||||
Related party transaction | ||||||||
Acquisition and advisory fees as percentage of purchase, development, construction, or improvement of each asset acquired | 1.50% | |||||||
Acquisition and advisory fees as percentage of funds advanced in respect of loan investment | 1.50% | |||||||
Reimbursement of acquisition expense | $ 1,400 | $ 1,100 | ||||||
Percentage of debt financing fee payable under loan or line of credit | 1.00% | 0.50% | ||||||
Debt Financing Fees | $ 700 | $ 800 | ||||||
Monthly asset management fee | 0.70% | |||||||
Administrative Services Costs Reimbursement Real Estate Management | $ 1,300 | $ 1,312 | $ 1,290 | |||||
Administrative services cost incurred and expensed | $ 1,300 | 1,300 | ||||||
Property management fees as percentage of gross revenues of properties | 4.00% | |||||||
Property management fees or oversight fees incurred | 100 | $ 500 | ||||||
Construction management fees, percentage | 5.00% | |||||||
Payment Of Administrative Service Costs Maximum Period | 45 days | |||||||
Payable To External Advisor And Affiliates | $ 100 | $ 300 | $ 100 | 300 | ||||
Advisor | Asset Management [Member] | ||||||||
Related party transaction | ||||||||
Assets Management Fees | $ 2,400 | $ 1,600 | ||||||
Advisor | Minimum | ||||||||
Related party transaction | ||||||||
Operating expenses in excess of average invested assets | 2.00% | |||||||
Operating expenses in excess of net income | 25.00% | |||||||
Asset Purchases | Advisor | ||||||||
Related party transaction | ||||||||
Percentage of reimbursement of acquisition expense | 0.25% | |||||||
Development, Construction or Improvement of Assets | Advisor | ||||||||
Related party transaction | ||||||||
Percentage of reimbursement of acquisition expense | 0.25% | |||||||
Funds Advanced for Loan Investment | Advisor | ||||||||
Related party transaction | ||||||||
Percentage of reimbursement of acquisition expense | 0.25% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Mar. 17, 2020 | Feb. 14, 2019 |
Valley Ranch Apartments | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 4.16% | |
Debt Instrument, Maturity Date | Mar. 1, 2026 | |
Subsequent Event | Autumn Breeze Apartments | ||
Subsequent Event [Line Items] | ||
Payments to Acquire Real Estate | $ 43 | |
Payments for Merger Related Costs | $ 1 |