Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Strategic Realty Trust, Inc. | |
Entity Central Index Key | 1,446,371 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,975,614 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Investments in real estate | |||
Land | $ 18,904 | $ 15,981 | |
Building and improvements | 63,063 | 56,158 | |
Tenant improvements | 3,611 | 3,676 | |
Investments in real estate, gross | 85,578 | 75,815 | |
Accumulated depreciation | (11,931) | (10,068) | |
Investments in real estate, net | 73,647 | 65,747 | |
Properties under development and development costs | |||
Land | 25,851 | 0 | |
Buildings | 605 | 0 | |
Development costs | 3,030 | 0 | |
Properties under development and development costs | 29,486 | 0 | |
Cash and cash equivalents | 3,893 | 8,793 | |
Restricted cash | 5,724 | 2,693 | |
Prepaid expenses and other assets, net | 1,021 | 731 | |
Tenant receivables, net | 1,282 | 1,664 | |
Investments in unconsolidated joint ventures | 5,997 | 6,902 | |
Lease intangibles, net | 4,478 | 4,290 | |
Assets held for sale | 0 | 9,769 | |
Deferred financing costs, net | 351 | 579 | |
TOTAL ASSETS | 125,879 | 101,168 | |
LIABILITIES | |||
Notes payable, net | [1] | 68,831 | 34,052 |
Accounts payable and accrued expenses | 1,922 | 1,486 | |
Amounts due to affiliates | 2 | 49 | |
Other liabilities | 1,978 | 1,479 | |
Liabilities related to assets held for sale | 0 | 6,909 | |
Below-market lease liabilities, net | 3,337 | 3,303 | |
Deferred gain on sale of properties to unconsolidated joint venture | 1,227 | 1,225 | |
TOTAL LIABILITIES | 77,297 | 48,503 | |
Commitments and contingencies (Note 13) | |||
EQUITY | |||
Preferred stock, $0.01 par value; 50,000,000 shares authorized, none issued and outstanding | 0 | 0 | |
Common stock, $0.01 par value; 400,000,000 shares authorized; 10,975,614 and 11,037,948 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 111 | 111 | |
Additional paid-in capital | 96,270 | 96,684 | |
Accumulated deficit | (49,607) | (46,124) | |
Total stockholders’ equity | 46,774 | 50,671 | |
Non-controlling interests | 1,808 | 1,994 | |
TOTAL EQUITY | 48,582 | 52,665 | |
TOTAL LIABILITIES AND EQUITY | $ 125,879 | $ 101,168 | |
[1] | The carrying value of the Company’s notes payable represents the outstanding principal as of September 30, 2016, and December 31, 2015. The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.5 million and approximately $0.3 million, as a contra-liability, as of September 30, 2016 and December 31, 2015, respectively. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 10,975,614 | 11,037,948 |
Common stock, shares outstanding | 10,975,614 | 11,037,948 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Rental and reimbursements | $ 2,647 | $ 3,967 | $ 7,837 | $ 12,692 |
Expense: | ||||
Operating and maintenance | 949 | 1,350 | 2,787 | 4,498 |
General and administrative | 623 | 1,023 | 1,691 | 2,548 |
Depreciation and amortization | 907 | 913 | 2,628 | 3,943 |
Transaction expense | 165 | 134 | 445 | 134 |
Interest expense | 550 | 1,358 | 1,660 | 4,406 |
Total expense | 3,194 | 4,778 | 9,211 | 15,529 |
Operating loss | (547) | (811) | (1,374) | (2,837) |
Other income (loss): | ||||
Equity in income (loss) of unconsolidated joint ventures | 16 | (296) | 318 | (186) |
Net gain on disposal of real estate | 0 | 18 | 614 | 4,900 |
Other expense | 0 | (42) | 0 | (42) |
Loss on extinguishment of debt | 0 | 0 | (966) | (200) |
Income (loss) before income taxes | (531) | (1,131) | (1,408) | 1,635 |
Income taxes | (19) | (2) | (153) | (80) |
Net income (loss) | (550) | (1,133) | (1,561) | 1,555 |
Net income (loss) attributable to non-controlling interests | (21) | (40) | (58) | 206 |
Net income (loss) attributable to common stockholders | $ (529) | $ (1,093) | $ (1,503) | $ 1,349 |
Earnings (loss) per common share - basic and diluted | $ (0.05) | $ (0.10) | $ (0.14) | $ 0.12 |
Weighted average shares outstanding used to calculate earnings (loss) per common share - basic and diluted | 11,007,864 | 10,891,714 | 11,017,654 | 10,942,802 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF EQUITY - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interests | Total Stockholders' Equity |
BALANCE at Dec. 31, 2015 | $ 52,665 | $ 111 | $ 96,684 | $ (46,124) | $ 1,994 | $ 50,671 |
BALANCE (in shares) at Dec. 31, 2015 | 11,037,948 | |||||
Conversion of OP units to common shares | 0 | $ 0 | 52 | 0 | (52) | 52 |
Conversion of OP units to common shares (in shares) | 9,588 | |||||
Redemption of common shares | (466) | $ 0 | (466) | 0 | 0 | (466) |
Redemption of common shares (in shares) | (71,922) | |||||
Quarterly distributions | (2,056) | $ 0 | 0 | (1,980) | (76) | (1,980) |
Stock Dividends, Shares | 0 | |||||
Net loss | (1,561) | $ 0 | 0 | (1,503) | (58) | (1,503) |
BALANCE at Sep. 30, 2016 | $ 48,582 | $ 111 | $ 96,270 | $ (49,607) | $ 1,808 | $ 46,774 |
BALANCE (in shares) at Sep. 30, 2016 | 10,975,614 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,561) | $ 1,555 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Net gain on disposal of real estate | (614) | (4,900) |
Loss on extinguishment of debt | 966 | 200 |
Equity in (income) loss of unconsolidated joint ventures | (318) | 186 |
Straight-line rent | (102) | (97) |
Amortization of deferred costs and notes payable premium/discount | 824 | 415 |
Depreciation and amortization | 2,628 | 3,943 |
Amortization of above and below-market leases | (147) | (127) |
Bad debt expense | 23 | (1) |
Interest income on note receivable | 0 | (265) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (290) | 260 |
Tenant receivables | 462 | 243 |
Accounts payable and accrued expenses | 438 | (752) |
Amounts due to affiliates | (47) | 327 |
Other liabilities | 483 | 855 |
Net change in restricted cash for operational expenditures | (554) | (1,272) |
Net cash provided by operating activities | 2,191 | 570 |
Cash flows from investing activities: | ||
Net proceeds from the sale of real estate | 8,737 | 53,066 |
Acquisition of real estate | (10,225) | 0 |
Investment in properties under development and costs of development | (29,486) | 0 |
Improvements, capital expenditures, and leasing costs | (289) | (674) |
Investments in unconsolidated joint ventures | 0 | (7,630) |
Issuance of note receivable | 0 | (7,000) |
Distributions from unconsolidated joint ventures | 1,223 | 273 |
Principal payment received on note receivable | 0 | 4,500 |
Net change in restricted cash from investments in consolidated variable interest entities | (3,458) | 0 |
Net change in restricted cash for capital expenditures | 981 | 702 |
Net cash provided by (used in) investing activities | (32,517) | 43,237 |
Cash flows from financing activities: | ||
Redemption of member interests | 0 | (2,102) |
Redemption of common shares | (466) | (554) |
Quarterly distributions | (2,058) | (2,106) |
Proceeds from notes payable | 38,400 | 0 |
Repayment of notes payable | (8,823) | (37,309) |
Payment of penalties associated with early repayment of notes payable | (839) | 0 |
Payment of loan fees and financing costs | (788) | 0 |
Net cash provided by (used in) financing activities | 25,426 | (42,071) |
Net increase (decrease) in cash and cash equivalents | (4,900) | 1,736 |
Cash and cash equivalents – beginning of period | 8,793 | 3,211 |
Cash and cash equivalents – end of period | 3,893 | 4,947 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Distributions declared but not paid | 684 | 680 |
Special distribution declared to common stockholders | 0 | 2,248 |
Cash paid for interest, net of amounts capitalized | $ 1,121 | $ 4,854 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Strategic Realty Trust, Inc. (the “Company”) was formed on September 18, 2008, as a Maryland corporation. Effective August 22, 2013, the Company changed its name from TNP Strategic Retail Trust, Inc. to Strategic Realty Trust, Inc. The Company believes it qualifies as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and has elected REIT status beginning with the taxable year ended December 31, 2009, the year in which the Company began material operations. Since the Company’s inception, its business has been managed by an external advisor. The Company has no direct employees and all management and administrative personnel responsible for conducting the Company’s business are employed by its advisor. Currently, the Company is externally managed and advised by SRT Advisor, LLC, a Delaware limited liability company (the “Advisor”) pursuant to an advisory agreement with the Advisor (the “Advisory Agreement”) initially executed on August 10, 2013, and subsequently renewed in August 2014, August 2015 and August 2016. The current term of the Advisory Agreement terminates on August 10, 2017. The Advisor is an affiliate of Glenborough, LLC (together with its affiliates, “Glenborough”), a privately held full-service real estate investment and management company focused on the acquisition, management and leasing of commercial properties. Substantially all of the Company’s business is conducted through Strategic Realty Operating Partnership, L.P. (the “OP”). During the Company’s initial public offering (“Offering”), as the Company accepted subscriptions for shares of its common stock, it transferred substantially all of the net proceeds of the initial public offering to the OP as a capital contribution. The Company is the sole general partner of the OP. As of September 30, 2016 and December 31, 2015 , the Company owned 96.3% and 96.2% , respectively, of the limited partnership interest in the OP. The Company’s principal demand for funds has been for the acquisition of real estate assets, the payment of operating expenses, interest on outstanding indebtedness, the payment of distributions to stockholders, and investments in unconsolidated joint ventures as well as development of properties. Substantially all of the proceeds of the completed Offering have been used to fund investments in real properties and other real estate-related assets, for payment of operating expenses, for payment of interest, for payment of various fees and expenses, such as acquisition fees and management fees, and for payment of distributions to stockholders. The Company’s available capital resources, cash and cash equivalents on hand and sources of liquidity are currently limited. The Company expects its future cash needs will be funded using cash from operations, future asset sales, debt financing and the proceeds to the Company from any sale of equity that it may conduct in the future. The Company invests in and manages a portfolio of income-producing retail properties, located in the United States, real estate-owning entities and real estate-related assets, including the investment in or origination of mortgage, mezzanine, bridge and other loans related to commercial real estate. The Company has invested directly, and indirectly through joint ventures, in a portfolio of income-producing retail properties located throughout the United States, with a focus on grocery anchored multi-tenant retail centers, including neighborhood, community and lifestyle shopping centers, multi-tenant shopping centers and free standing single-tenant retail properties. During the first quarter of 2016, the Company invested, through joint ventures, in two significant retail projects under development. As of September 30, 2016 , in addition to the development projects, the Company’s portfolio of properties was comprised of 11 properties with approximately 697,000 rentable square feet of retail space located in 6 states. As of September 30, 2016 , the rentable space at the Company’s retail properties was 89% leased. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (“the SEC”), including the instructions to Form 10-Q and Regulation S-X. The unaudited condensed consolidated financial statements include the accounts of the Company, the OP, their direct and indirect owned subsidiaries, and the accounts of joint ventures that are determined to be variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions are eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows have been included. The Company evaluates the need to consolidate joint ventures and variable interest entities based on standards set forth in ASC Topic 810, Consolidation (“ASC 810”). In determining whether the Company has a controlling interest in a joint venture or a variable interest entity and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the partners/members, as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. As of September 30, 2016 , the Company held ownership interests in two unconsolidated joint ventures. Refer to Note 4, “Investments in Unconsolidated Joint Ventures” for additional information. As of September 30, 2016 , the Company held variable interests in two variable interest entities and consolidated those entities. Refer to Note 5, “Variable Interest Entities” for additional information. Properties Under Development The initial cost of properties under development includes the acquisition cost of the property, direct development costs and borrowing costs directly attributable to the development. Borrowing costs associated with direct expenditures on properties under development are capitalized. The amount of capitalized borrowing costs is determined by reference to borrowings specific to the project, where relevant. Borrowing costs are capitalized from the commencement of the development until the date of practical completion where the property is substantially ready for its intended use. Capitalization of borrowing costs is suspended if there are prolonged periods when development activity is interrupted. Practical completion is when the property is capable of operating in the manner intended by management. Interest on projects is based on interest rates in place during the development period, and is capitalized until the project is ready for its intended use. The amount of interest capitalized during the nine months ended September 30, 2016 , was approximately $2.0 million . Reclassifications Certain prior period amounts have been reclassified to conform with current period’s presentation. The reclassifications had no effect on the Company’s financial condition, results of operations, or cash flows. As of September 30, 2016 , in respect to the Company’s adoption of Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), the Company classified deferred financing costs, net of accumulated amortization, as a contra-liability to notes payable on the condensed consolidated balance sheet. ASU 2015-03 requires retrospective application, wherein the balance sheet of each period presented should be adjusted to reflect the effects of the new guidance. Accordingly, for comparative purposes herein, the Company reclassified the December 31, 2015 balance of $0.3 million of deferred financing costs, net of accumulated amortization, as a contra-liability to notes payable in the condensed consolidated balance sheet, and $0.1 million of deferred financing costs, net of accumulated amortization, as a contra-liability to liabilities held for sale on the condensed consolidated balance sheet. Newly Adopted Accounting Pronouncements The Company adopted ASU 2015-03 on a retrospective basis, effective with the quarter ended March 31, 2016. The amendments in ASU 2015-03 require debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. ASU 2015-03 is limited to the presentation of debt issuance costs and does not affect the recognition and measurement of debt issuance costs. The adoption of ASU 2015-03 changes the presentation of debt issuance costs as the Company presents debt issuance costs as deferred financing costs, net on the accompanying condensed consolidated balance sheets. ASU 2015-03 does not address how debt issuance costs related to line-of-credit arrangements should be presented on the balance sheet or amortized. Given this absence of authoritative guidance within ASU 2015-03, the FASB issued ASU 2015-15, Interest – Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting, which clarifies that the SEC Staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Effective January 2016, the Company presents deferred financing costs, net, as a contra-liability in periods when there is an associated debt liability on the balance sheet, rather than as a deferred asset. If no associated debt liability is recorded on the balance sheet, deferred financing costs are presented as a deferred asset. The adoption of ASU 2015-03 did not have a material impact on the Company’s condensed consolidated financial statements. The Company adopted ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustment (“ASU 2015-16”) effective with the quarter ended March 31, 2016. The amendments in ASU 2015-16 require an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Further, the acquirer is required to record, in the financial statements for the same period, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Entities must also present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current period earnings by the line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance should be applied prospectively and early adoption is permitted. The adoption of ASU 2015-16 had no impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements The FASB issued the following Accounting Standards Updates (“ASUs”) which could have potential impact to the Company’s consolidated financial statements: In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. ASU 2016-15 will require adoption on a retrospective basis. The Company is currently evaluating the impact the application of ASU 2016-15 will have on its condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 requires a financial asset, measured at amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with adoption permitted for fiscal years beginning after December 15, 2018. Adjustments resulting from adopting ASU 2016-13 shall be applied through a cumulative-effect adjustment to retained earnings. The Company is currently evaluating the impact of the guidance on its condensed consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements. The guidance retains a distinction between finance leases and operating leases. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous guidance. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the statement of financial position. The accounting applied by a lessor is largely unchanged from that applied under the previous guidance. The amendments in this guidance are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. The Company is currently evaluating the impact of the guidance on its condensed consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which effectively defers the adoption of ASU 2014-09 to fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2016. Companies may apply either a full retrospective or a modified retrospective approach to adopt this guidance. In 2016, the FASB issued ASU No. 2016-08, ASU No. 2016-09 and ASU No. 2016-12, which provide interpretive clarifications on the new guidance in Topic 606. The Company is currently evaluating the transition methods and the impact of the guidance on its condensed consolidated financial statements. |
REAL ESTATE INVESTMENTS
REAL ESTATE INVESTMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate Investments, Net [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS Acquisition of Properties On September 8, 2016, the Company paid a deposit in the amount of approximately $0.2 million toward the acquisition of a 100% ownership interest in certain property located at 388 Fulton Street in San Francisco, California (“388 Fulton”). The deposit was included in prepaid expenses and other assets, net on the condensed consolidated balance sheets. The seller is not affiliated with the Company or the Advisor. 388 Fulton is comprised of two leased commercial condominiums with an aggregate of 1,902 square feet of retail space. The purchase of this retail property is expected to close in early 2017. On July 27, 2016, the Company purchased a 100% ownership interest in Fulton Street Shops located in San Francisco, California (“Fulton Shops”). The seller was not affiliated with the Company or the Advisor. Fulton Shops is comprised of five high-quality street retail condominiums with an aggregate of 3,758 square feet of retail space. The aggregate purchase price of Fulton Shops was approximately $4.6 million subject to customary closing costs and proration adjustments. The Company drew down $4.7 million on the KeyBank credit facility to fund this acquisition. Refer to Note 8. “Notes Payable, Net” for details. On June 14, 2016, the Company, through an indirect subsidiary, purchased a 100% ownership interest in two retail properties located in San Francisco, California (the “San Francisco Properties”) from each of Octavia Gateway Holdings, LLC and Grove Street Hayes Valley, LLC, each a Delaware limited liability company and each a subsidiary of DDG Partners LLC. The sellers were not affiliated with the Company or the Advisor. The San Francisco Properties encompass four retail condominiums with an aggregate of 5,640 square feet of retail space. The aggregate purchase price of the San Francisco Properties was approximately $5.6 million subject to customary closing costs and proration adjustments. The Company funded the purchase price using borrowings under the Amended and Restated Credit Facility (“KeyBank credit facility”). Refer to Note 8. “Notes Payable, Net” for details. In conjunction with the acquisition of the San Francisco Properties, on May 4, 2016, the Company, through an indirect subsidiary, entered into a purchase agreement to acquire a retail property from Hayes Street Hayes Valley LLC, a Delaware limited liability company and a subsidiary of DDG Partners LLC. The Company paid a deposit in the amount of approximately $0.6 million toward the acquisition of a 100% ownership interest in certain property located at 450 Hayes Street in San Francisco, California (“450 Hayes”). The seller is not affiliated with the Company or its external advisor. The purchase of this retail property is expected to close later in 2016. The following table summarizes the estimated fair values of the acquired tangible and intangible assets and assumed liabilities as of the acquisition date (amounts in thousands): San Francisco Properties Fulton Shops Land $ 1,737 $ 1,187 Building and improvements 3,660 3,254 Lease intangibles, net 376 257 Below-market lease liabilities, net (143 ) (103 ) Estimated fair value of net assets acquired $ 5,630 $ 4,595 During the three months ended September 30, 2016 , the Company finalized the allocations of the purchase prices and made certain measurement period adjustments. These allocation adjustments did not impact the condensed consolidated statements of operations. Lease intangibles and below-market lease liabilities generally relate to commercial leases. As of September 30, 2016 , the remaining weighted-average amortization period of lease intangibles and below-market lease liabilities related to the acquired properties was 9.5 years and 9.6 years , respectively. For the three and nine months ended September 30, 2016 , the Company incurred $0.1 million and $0.4 million , respectively, of acquisition-related costs in connection with the acquisition of the San Francisco Properties and the Fulton Shops. These costs are included in transaction expenses in the condensed consolidated statements of operations. 2016 Sale of Properties On April 4, 2016, the Company consummated the disposition of Bloomingdale Hills, located in Riverside, Florida, for a sales price of approximately $9.2 million in cash, a portion of which was used to pay off the related $5.3 million mortgage loan and $3.0 million of which was used to pay down the line of credit under its KeyBank credit facility. The sale of the property did not represent a strategic shift that will have a major effect on the Company’s operations and financial results and its results of operations were not reported as discontinued operations on the Company’s condensed consolidated financial statements. The disposition of Bloomingdale Hills resulted in a gain of $0.6 million , which was included on the Company’s condensed consolidated statement of operations. The Company’s condensed consolidated statements of operations include net operating income of approximately $73,000 for the nine months ended September 30, 2016 , and $71,000 for both the three and nine months ended September 30, 2015 . 2015 Sale of Properties On March 11, 2015, the Company sold the following three properties for the aggregate gross sales price of $53.6 million (amounts in thousands): Property Location Acquisition Date Gross Sales Price Original Purchase Price (1) Osceola Village (2) Kissimmee, Florida 10/11/2011 $ 22,000 $ 21,800 Constitution Trail Normal, Illinois 10/21/2011 23,100 18,000 Aurora Commons Aurora, Ohio 3/20/2012 8,500 7,000 Total $ 53,600 $ 46,800 (1) The original purchase price amounts do not include acquisition fees. (2) The original purchase price for Osceola Village included an additional pad which was sold for approximately $0.9 million prior to this transaction. The sale of the three properties did not represent a strategic shift that will have a major effect on the Company’s operations and financial results and, as a result, was not included in discontinued operations for the nine months ended September 30, 2015 . The Company’s condensed consolidated statements of operations include net operating income of approximately $7,000 and net operating loss of approximately $0.3 million , respectively, for the three and nine months ended September 30, 2015 , relating to the results of operations for the three sold properties. The sale of Osceola Village, Constitution Trail and Aurora Commons (the “SGO Properties”) was completed in connection with the formation of the SGO Joint Venture. The three properties were sold to the SGO Joint Venture, and the closing of the sale was conditioned on the Company receiving a 19% membership interest in the SGO Joint Venture. In exchange for this 19% membership interest, the Company contributed $4.5 million to the SGO Joint Venture, which amount was credited against the Company’s proceeds from the sale of the three properties to the SGO Joint Venture. Of the net sales proceeds from the sale of the aforementioned properties, $36.4 million was used by the Company to retire the debt associated with the sold properties. Since the sale of the SGO Properties did not represent a strategic shift that would have a major effect on the Company’s operations and financial results, their results of operations were not reported as discontinued operations on the Company’s financial statements. |
INVESTMENTS IN UNCONSOLIDATED J
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES On September 30, 2015, the Company, through wholly-owned subsidiaries, formed a joint venture (the “SGO MN Joint Venture”) with MN Retail Grand Avenue Partners, LLC, a subsidiary of Oaktree Real Estate Opportunities Fund V.I. L.P. (“Oaktree”) and GLB SGO MN, LLC, a wholly-owned subsidiary of Glenborough Property Partners, LLC (“GPP”). GPP is an affiliate of the Advisor and the Company’s property manager. On March 11, 2015, the Company, through a wholly-owned subsidiary, formed a joint venture (the “SGO Joint Venture”) with Grocery Retail Grand Avenue Partners, LLC, a subsidiary of Oaktree, and GLB SGO, LLC, a wholly-owned subsidiary of GPP. These joint ventures own property types similar to properties that are directly owned by the Company. The following table summarizes the Company’s investments in unconsolidated joint ventures as of September 30, 2016 , and December 31, 2015 (amounts in thousands): Ownership Interest Investment Joint Venture Date of Investment September 30, December 31, September 30, December 31, SGO Retail Acquisitions Venture, LLC 3/11/2015 19 % 19 % $ 3,702 $ 4,098 SGO MN Retail Acquisitions Venture, LLC 9/30/2015 10 % 10 % 2,295 2,804 Total $ 5,997 $ 6,902 The Company’s off-balance sheet arrangements consist primarily of investments in the joint ventures as set forth in the table above. The joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint ventures’ debts are secured by a first mortgage, are without recourse to the joint venture members, and do not represent a liability of the members other than carve-out guarantees for certain matters such as environmental conditions, misuse of funds and material misrepresentations. As of September 30, 2016 , the Company has provided carve-out guarantees in connection with the two aforementioned unconsolidated joint ventures; in connection with those carve-out guarantees, the Company has certain rights of recovery from the joint venture members. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES The Company has variable interests in, and is the primary beneficiary of, variable interest entities (“VIEs”) through its investments in (i) a joint venture with the Gelson’s Joint Venture and the 3032 Wilshire Joint Venture (both as defined below). The Company has consolidated the accounts of these variable interest entities. For further information, refer to Note 2. “Summary of Significant Accounting Policies,” under “Principles of Consolidation and Basis of Presentation.” Gelson’s Joint Venture On January 7, 2016, the Company, through wholly-owned subsidiaries, entered into the Limited Liability Company Agreement of Sunset & Gardner Investors, LLC (the “Gelson’s Joint Venture Agreement”) to form a joint venture (the” Gelson’s Joint Venture”) with Sunset & Gardner LA, LLC (“S&G LA” and together with the Company the “Gelson’s Members”), a subsidiary of Cadence Capital Investments, LLC (“Cadence”). The Gelson’s Joint Venture Agreement provides for the ownership and operation of certain real property by the Gelson’s Joint Venture, in which the Company owns a 100% capital interest and a 50% profits interest. In exchange for ownership in the Gelson’s Joint Venture, the Company has agreed to contribute cash in an amount up to $7.0 million in initial capital contributions and $0.7 million in subsequent capital contributions to the Gelson’s Joint Venture. S&G LA contributed its rights to acquire the real property, its interest under a 20 year lease with Gelson’s Markets (the “Gelson’s Lease”) and agreed to provide certain management and development services. On January 28, 2016, the Gelson’s Joint Venture used the capital contributions of the Company, together with the proceeds of a loan from Buchanan Mortgage Holdings, LLC in the amount of $10.7 million , to purchase property located at the corner of Sunset Boulevard and Gardner in Hollywood, California for a build to suit grocery store for Gelson’s Markets (the “Gelson’s Property”) from a third party seller, for a total purchase price of approximately $13.0 million . The Gelson’s Joint Venture intends to proceed with obtaining all required governmental approvals and entitlements to replace the existing improvements on the property with a build-to-suit grocery store for Gelson’s Markets with an expected size of approximately 38,000 square feet. Gelson’s Markets was founded in 1951 and is recognized as one of the nation’s premier supermarket chains. Gelson’s Markets currently has 24 locations throughout Southern California. Pursuant to the Gelson’s Joint Venture Agreement, S&G LA will manage and conduct the day-to-day operations and affairs of the Gelson’s Joint Venture, subject to certain major decisions set forth in the Gelson’s Joint Venture Agreement that require the consent of all the Gelson’s Members. Income, losses and distributions will generally be allocated based on the Gelson’s Members’ respective capital and profits interests. Additionally, in certain circumstances described in the Gelson’s Joint Venture Agreement, the Company may be required to make additional capital contributions to the Joint Venture, in proportion to the Gelson’s Members’ respective ownership interests. Until the Company has received back its capital contribution and specified preferred returns, all distributions go to the Company; thereafter, the Gelson’s Joint Venture will distribute the profits 50% to the Company and 50% to S&G LA. 3032 Wilshire Joint Venture On December 21, 2015, the Company, through wholly-owned subsidiaries, entered into the Limited Liability Company Agreement of 3032 Wilshire Investors, LLC (the “Wilshire Joint Venture Agreement”) to form a joint venture (the “Wilshire Joint Venture”) with 3032 Wilshire SM, LLC, a subsidiary of Cadence (together with the Company, the “Wilshire Members”). On December 14, 2015 and January 5, 2016, the Company paid deposits in the amounts of $0.5 million and $0.1 million , respectively, toward the acquisition of certain property located at 3032 Wilshire Boulevard and 1210 Berkeley Street in Santa Monica, California (the “Wilshire Property”). The Wilshire Joint Venture intends to redevelop, reposition and re-lease the Wilshire Property. On March 7, 2016, the Company contributed $5.7 million to the Wilshire Joint Venture. The Wilshire Joint Venture Agreement provides for the ownership and operation of certain real property by the Wilshire Joint Venture, in which the Company owns a 100% capital interest and a 50% profits interest. On March 8, 2016, the Wilshire Joint Venture used the deposits and capital contribution of the Company, together with the proceeds of a loan from Buchanan Mortgage Holdings, LLC in the amount of $8.5 million , to acquire the Wilshire Property from a third party seller, for a total purchase price of $13.5 million . The Wilshire Joint Venture intends to reposition and re-lease the existing improvements on the property. Pursuant to the Wilshire Joint Venture Agreement, 3032 Wilshire SM will manage and conduct the day-to-day operations and affairs of the Wilshire Joint Venture, subject to certain major decisions set forth in the Wilshire Joint Venture Agreement that require the consent of all the Wilshire Members. Income, losses and distributions will generally be allocated based on the Wilshire Members’ respective capital and profits interests. Additionally, in certain circumstances described in the Wilshire Joint Venture Agreement, the Company may be required to make additional capital contributions to the Wilshire Joint Venture, in proportion to the Wilshire Members’ respective ownership interests. Until the Company has received back its capital contribution and specified preferred returns, all distributions go to the Company; thereafter, the Wilshire Joint Venture will distribute the profits 50% to the Company and 50% to 3032 Wilshire SM. The following reflects the assets and liabilities of the Gelson’s Joint Venture and the Wilshire Joint Venture, which were consolidated by the Company, as of September 30, 2016 (amounts in thousands): September 30, 2016 ASSETS Properties under development and development costs: Land $ 25,851 Buildings 605 Development costs 3,030 Properties under development and development costs 29,486 Restricted cash 2,293 Cash and cash equivalents 365 Prepaid expenses and other assets, net 18 Tenant receivables, net 37 TOTAL ASSETS (1) $ 32,199 LIABILITIES Notes payable, net (2) $ 18,923 Accounts payable and accrued expenses 366 Amounts due to affiliates 148 Other liabilities 33 TOTAL LIABILITIES $ 19,470 (1) The assets of the Gelson’s Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures. (2) Includes reclassification of $0.3 million of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the consolidated joint ventures are not guaranteed by the Company. |
FUTURE MINIMUM RENTAL INCOME
FUTURE MINIMUM RENTAL INCOME | 9 Months Ended |
Sep. 30, 2016 | |
Leases [Abstract] | |
FUTURE MINIMUM RENTAL INCOME | FUTURE MINIMUM RENTAL INCOME Operating Leases The Company’s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of September 30, 2016 , the leases at the Company’s properties have remaining terms (excluding options to extend) of up to 20 years with a weighted-average remaining term (excluding options to extend) of 5 years . The leases may have provisions to extend the lease agreements, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires security deposits from tenants in the form of a cash deposit and/or a letter of credit. Amounts required as security deposits vary depending upon the terms of the respective leases and the creditworthiness of the tenant, but generally are not significant amounts. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash related to tenant leases are included in other liabilities in the accompanying condensed consolidated balance sheets and totaled approximately $0.2 million as of September 30, 2016 and December 31, 2015 , respectively. As of September 30, 2016 , the future minimum rental income from the Company’s properties under non-cancelable operating leases, was as follows (amounts in thousands): Remainder of 2016 $ 1,922 2017 7,479 2018 6,616 2019 6,023 2020 4,990 Thereafter 12,826 Total $ 39,856 |
LEASE INTANGIBLES AND BELOW-MAR
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES | 9 Months Ended |
Sep. 30, 2016 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
ACQUIRED LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES | LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES, NET As of September 30, 2016 and December 31, 2015 , the Company’s acquired lease intangibles and below-market lease liabilities were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities September 30, December 31, September 30, December 31, Cost $ 8,649 $ 8,089 $ (4,593 ) $ (4,463 ) Accumulated amortization (4,171 ) (3,799 ) 1,256 1,160 Total $ 4,478 $ 4,290 $ (3,337 ) $ (3,303 ) The Company’s amortization of lease intangibles and below-market lease liabilities for the three and nine months ended September 30, 2016 and 2015 , were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities Three Months Ended Three Months Ended 2016 2015 2016 2015 Amortization $ (248 ) $ (286 ) $ 74 $ 77 Lease Intangibles Below-Market Lease Liabilities Nine Months Ended Nine Months Ended 2016 2015 2016 2015 Amortization $ (734 ) $ (1,236 ) $ 214 $ 289 |
NOTES PAYABLE, NET
NOTES PAYABLE, NET | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE, NET As of September 30, 2016 and December 31, 2015 , the Company’s notes payable, net, consisted of the following (amounts in thousands): Principal Balance Interest Rates At September 30, 2016 December 31, 2015 September 30, 2016 KeyBank credit facility (1) $ 16,200 $ — 3.14 % Secured term loans 24,387 24,701 5.10 % Mortgage loans 9,576 9,690 5.63 % Mortgage loans secured by properties under development (2) 19,200 — 9.5% - 10.0% Deferred financing costs, net (3) (532 ) (339 ) n/a $ 68,831 $ 34,052 (1) The KeyBank credit facility is a revolving credit facility with an initial maximum aggregate commitment of $30.0 million (the “Facility Amount”). Subject to certain terms and conditions contained in the loan documents, the Company may request that the Facility Amount be increased to a maximum of $60.0 million . The KeyBank credit facility matures on August 4, 2017 . Each loan made pursuant to the Key Bank credit facility will be either a LIBOR rate loan or a base rate loan, at the election of the Company, plus an applicable margin, as defined. Monthly payments are interest only with the entire principal balance and all outstanding interest due at maturity. The Company will pay KeyBank an unused commitment fee, quarterly in arrears, which will accrue at 0.30% per annum, if the usage under the KeyBank credit facility is greater than 50% of the Facility Amount. The Company is providing a guaranty of all of its obligations under the KeyBank credit facility and all other loan documents in connection with the KeyBank credit facility. As of September 30, 2016 , the KeyBank credit facility was secured by Pinehurst Square, Topaz Marketplace, 8 Octavia Street, 400 Grove Street and the Fulton Shops. For information regarding recent draws under the Key Bank credit facility, see “– Recent Financing Transactions KeyBank Credit Facility.” (2) Comprised of $10.7 million and $8.5 million associated with the Company’s investment in the Gelson’s Joint Venture and the Wilshire Joint Venture, respectively. (3) Reclassification of deferred financing costs, net of accumulated amortization, as a contra-liability in accordance with ASU 2015-03. During the three and nine months ended September 30, 2016 , the Company incurred and expensed approximately $0.6 million and $1.7 million , respectively, of interest costs, which included the amortization of deferred financing costs of approximately $0.1 million and $0.4 million , respectively. During the three and nine months ended September 30, 2015 , the Company incurred and expensed approximately $1.4 million and $4.4 million , respectively, of interest costs, which included the amortization of deferred financing costs of approximately $0.1 million and $0.4 million , respectively. Also during the three and nine months ended September 30, 2016 , the Company incurred and capitalized approximately $0.8 million and $2.0 million , respectively, of interest expense related to the variable interest entities, which included the amortization of deferred financing costs of approximately $0.2 million and $0.4 million , respectively. As of September 30, 2016 and December 31, 2015 , interest expense payable was approximately $0.4 million and $0.2 million , respectively, including an amount related to the variable interest entities of approximately $0.2 million as of September 30, 2016 . The following is a schedule of future principal payments for all of the Company’s notes payable outstanding as of September 30, 2016 (amounts in thousands): Remainder of 2016 $ 150 2017 45,385 2018 473 2019 23,355 Total (1) $ 69,363 (1) Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $0.5 million deferred financing costs, net. Recent Financing Transactions KeyBank Credit Facility On March 7, 2016, the Company drew $6.0 million under the Key Bank credit facility and used the proceeds to invest in the Wilshire Joint Venture (as defined in Note 5. “Variable Interest Entities”). On June 9, 2016, the Company drew $7.5 million under the Key Bank credit facility and used the majority of the proceeds to acquire 8 Octavia Street and 400 Grove Street from Octavia Gateway Holdings, LLC and Grove Street Hayes Valley, LLC, respectively. Refer to Note 3 “Real Estate Investments” for additional information. On July 25, 2016, the Company drew $4.7 million under the Key Bank credit facility and used the majority of the proceeds to acquire the Fulton Shops. Refer to Note 3 “Real Estate Investments” for additional information. On September 29, 2016, the Company drew $1.0 million under the Key Bank credit facility to be used for working capital. Mortgage Loans Secured by Properties Under Development In connection with the Company’s investment in the Wilshire Joint Venture and the acquisition of the Wilshire Property (as defined in Note 5. “Variable Interest Entities”), the Company has consolidated borrowings of $8.5 million (the “Wilshire Loan”) from Buchanan Mortgage Holdings, LLC (as the lender) and 3032 Wilshire Investors, LLC (as the borrower). The Wilshire Loan bears interest at a rate of 10.0% per annum, payable monthly, commencing on April 1, 2016. The loan matures on March 7, 2017 , with an option for an additional six-month period, subject to certain conditions as stated in the loan agreement. The loan is secured by, among other things, a lien on the Wilshire development project and other collateral as defined in the loan agreement. In connection with the Company’s investment in the Gelson’s Joint Venture (as defined in Note 5. “Variable Interest Entities” to the condensed consolidated financial statements contained within this Quarterly Report on Form 10-Q) and the acquisition of the Gelson’s Property (defined in Note 5. “Variable Interest Entities” to the condensed consolidated financial statements contained within this Quarterly Report on Form 10-Q), the Company has consolidated borrowings of $10.7 million (the “Gelson’s Loan”) from Buchanan Mortgage Holdings, LLC (as the lender) and Sunset and Gardner Investors, LLC (as the borrower). The Gelson’s Loan bears interest at a rate of 9.5% per annum, payable monthly, commencing on April 1, 2016. The loan matures on January 27, 2017 , with an option to extend for an additional six-month period, subject to certain conditions as stated in the loan agreement. The loan is secured by, among other things, a lien on the Gelson’s development project and other joint venture collateral as defined in the loan agreement. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES Certain financial assets and liabilities are measured at fair value on a recurring basis. The Company determines fair value using the following hierarchy: • Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; • Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and • Level 3 - prices or valuation techniques where little or no market data is available for inputs that are significant to the fair value measurement. The Company believes the total carrying values reflected on its condensed consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, and amounts due to affiliates reasonably approximate their fair values due to their short-term nature. The fair value of the Company’s notes payable is estimated using a present value technique based on contractual cash flows and management’s observations of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. The Company significantly reduces the amount of judgment and subjectivity in its fair value determination through the use of cash flow inputs that are based on contractual obligations. Discount rates are determined by observing interest rates published by independent market participants for comparable instruments. The Company classifies these inputs as Level 2 inputs. The following table provides the carrying values and fair values of the Company’s notes payable related to continuing operations as of September 30, 2016 and December 31, 2015 (amounts in thousands): Carrying Value (1) Fair Value (1) (2) September 30, December 31, September 30, December 31, Notes payable, net $ 68,831 $ 34,052 $ 69,301 $ 34,760 (1) The carrying value of the Company’s notes payable represents the outstanding principal as of September 30, 2016 , and December 31, 2015 . The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.5 million and approximately $0.3 million , as a contra-liability, as of September 30, 2016 and December 31, 2015 , respectively. (2) The estimated fair value of the notes payable is based upon the indicative market prices of the Company’s notes payable based on prevailing market interest rates. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | EQUITY Share Redemption Program On April 1, 2015, the Company’s board of directors approved the reinstatement of the share redemption program (which had been suspended since January 15, 2013) and adopted an Amended and Restated Share Redemption Program (the “SRP”). Under the SRP, only shares submitted for repurchase in connection with the death or “qualifying disability” (as defined in the SRP) of a stockholder are eligible for repurchase by the Company. The number of shares to be redeemed is limited to the lesser of (i) a total of $2.0 million for redemptions sought upon a stockholder’s death and a total of $1.0 million for redemptions sought upon a stockholder’s qualifying disability, and (ii) 5% of the number of shares of the Company’s common stock outstanding during the prior calendar year. Share repurchases pursuant to the SRP are made at the sole discretion of the Company. The Company reserves the right to reject any redemption request for any reason or no reason or to amend or terminate the share redemption program at any time subject to the notice requirements in the SRP. The redemption price for shares that are redeemed is 100% of the Company’s most recent estimated net asset value per share as of the applicable redemption date. A redemption request must be made within one year after the stockholder’s death or disability, unless such death or disability occurred between January 15, 2013 and April 1, 2015, when the share redemption program was suspended. Redemption requests due to the death or disability of a Company stockholder that occurred during such time period, were required to be submitted on or before April 1, 2016. The SRP provides that any request to redeem less than $5,000 worth of shares will be treated as a request to redeem all of the stockholder’s shares. If the Company cannot honor all redemption requests received in a given quarter, all requests, including death and disability redemptions, will be honored on a pro rata basis. If the Company does not completely satisfy a redemption request in one quarter, it will treat the unsatisfied portion as a request for redemption in the next quarter when funds are available for redemption, unless the request is withdrawn. The Company may increase or decrease the amount of funding available for redemptions under the SRP on ten business days’ notice to stockholders. Shares submitted for redemption during any quarter will be redeemed on the penultimate business day of such quarter. The record date for quarterly distributions has historically been and is expected to continue to be the last business day of each quarter; therefore, shares that are redeemed during any quarter are expected to be redeemed prior to the record date and thus would not be eligible to receive the distribution declared for such quarter. The other material terms of the SRP are consistent with the terms of the share redemption program that was in effect immediately prior to January 15, 2013. On August 7, 2015, the board of directors approved the amendment and restatement of the SRP (the “First A&R SRP”). Under the First A&R SRP, the redemption date with respect to third quarter 2015 redemptions was November 10, 2015 or the next practicable date as the Chief Executive Officer determined so that redemptions with respect to the third quarter of 2015 were delayed until after the payment date for the Special Distribution. With this revision, stockholders who were to have 100% of their shares redeemed were not left holding a small number of shares from the Special Distribution after the date of the redemption of their shares. The other material terms of the First A&R SRP are consistent with the terms of the SRP. On August 10, 2016, the board of directors authorized management of the Company to prepare and implement an amendment and restatement of the SRP (the “Second A&R SRP”) to revise the definition of disability under the SRP. The Second A&R SRP became effective August 26, 2016. Under the Second A&R SRP, a person is deemed to be disabled and therefore eligible to redeem shares pursuant to the Second A&R SRP if they are disabled pursuant to the definition of “disability” in the Internal Revenue Code of 1986, as amended, at the time that the person’s written redemption request is received by the Company. The other material terms of the Second A&R SRP are consistent with the terms of the First A&R SRP. On October 5, 2016, the board of directors approved, pursuant to Section 3(a) of SRP, an additional $0.5 million of funds available for the redemption of shares in connection with the death of a stockholder. The following table summarizes share redemption activity during the three and nine months ended September 30, 2016 and 2015 (amounts in thousands, except shares): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Shares of common stock redeemed 33,054 77,916 71,922 77,916 Purchase price $ 210 $ 554 $ 466 $ 554 Cumulatively, through September 30, 2016 , the Company has redeemed 437,825 shares sold in its initial public offering and/or the dividend reinvestment plan for $3.5 million . Quarterly Distributions In order to qualify as a REIT, the Company is required to distribute at least 90% of its annual REIT taxable income, subject to certain adjustments, to its stockholders. Some or all of the Company’s distributions have been paid, and in the future may continue to be paid from sources other than cash flows from operations. Under the terms of the Key Bank credit facility, the Company may pay distributions to its investors so long as the total amount paid does not exceed 100% of the cumulative Adjusted Funds From Operations provided, however, that the Company is not restricted from making any distributions necessary in order to maintain its status as a REIT. The Company’s board of directors evaluates the Company’s ability to make quarterly distributions based on the Company’s operational cash needs. The following tables set forth the quarterly distributions declared to the Company’s common stockholders and Common Unit holders for the nine months ended September 30, 2016 , and the year ended December 31, 2015 (amounts in thousands, except per share amounts): Distribution Record Date Distribution Payable Date Distribution Per Share of Common Stock / Common Unit Total Common Stockholders Distribution Total Common Unit Holders Distribution Total Distribution First Quarter 2016 3/31/2016 4/29/2016 $ 0.06 $ 660 $ 26 $ 686 Second Quarter 2016 7/7/2016 7/29/2016 0.06 661 25 686 Third Quarter 2016 9/30/2016 10/31/2016 0.06 659 25 684 Total $ 1,980 $ 76 $ 2,056 Distribution Record Date Distribution Payable Date Distribution Per Share of Common Stock / Common Unit Total Common Stockholders Distribution Total Common Unit Holders Distribution Total Distribution First Quarter 2015 3/31/2015 4/30/2015 $ 0.06 $ 658 $ 26 $ 684 Second Quarter 2015 6/30/2015 7/30/2015 0.06 654 26 680 Third Quarter 2015 9/30/2015 10/31/2015 0.06 654 26 680 Fourth Quarter 2015 12/31/2015 1/30/2016 0.06 661 25 686 Total $ 2,627 $ 103 $ 2,730 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Earnings per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed after adjusting the basic EPS computation for the effect of potentially dilutive securities outstanding during the period. The effect of non-vested shares, if dilutive, is computed using the treasury stock method. The Company applies the two-class method for determining EPS as its outstanding shares of non-vested restricted stock are considered participating securities as dividend payments are not forfeited even if the underlying award does not vest. There was no unvested stock as of September 30, 2016 . The Company’s excess of distributions over earnings related to participating securities are shown as a reduction in income (loss) attributable to common stockholders in the Company’s computation of EPS. The following table sets forth the computation of the Company’s basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2016 and 2015 (amounts in thousands, except shares and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator - basic and diluted Net income (loss) $ (550 ) $ (1,133 ) $ (1,561 ) $ 1,555 Net income (loss) attributable to non-controlling interests (21 ) (40 ) (58 ) 206 Net income (loss) attributable to common shares $ (529 ) $ (1,093 ) $ (1,503 ) $ 1,349 Denominator - basic and diluted Basic weighted average common shares 11,007,864 10,891,714 11,017,654 10,942,802 Effect of dilutive securities — — — — Common Units (1) — — — — Diluted weighted average common shares 11,007,864 10,891,714 11,017,654 10,942,802 Earnings (loss) per common share - basic and diluted Net earnings (loss) attributable to common shares $ (0.05 ) $ (0.10 ) $ (0.14 ) $ 0.12 (1) The effect of 422,308 convertible Common Units pursuant to the redemption rights outlined in the Company’s registration statement on Form S-11 have not been included as they would not be dilutive. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS On August 7, 2013, the Company entered into the Advisory Agreement with the Advisor. On August 10, 2016, the Advisory Agreement with the Advisor was renewed for an additional twelve months, beginning on August 10, 2016. The Advisor manages the Company’s business as the Company’s external advisor pursuant to the Advisory Agreement. Pursuant to the Advisory Agreement, the Company will pay the Advisor specified fees for services related to the investment of funds in real estate and real estate-related investments, management of the Company’s investments and for other services. On July 9, 2013, SRT Manager, an affiliate of the Advisor, acquired an initial 12% membership interest in SRT Holdings, the Company’s wholly-owned subsidiary. Following OP’s additional contribution to SRT Holdings on August 4, 2014, SRT Manager’s membership interests in SRT Holdings decreased to 8.33% . In March 2015, SRT Holdings paid SRT Manager $2.1 million in full redemption of SRT Manager’s 8.33% membership interest in SRT Holdings. On March 11, 2015, the Company, through a wholly-owned subsidiary, entered into the Limited Liability Company Agreement of SGO Retail Acquisitions Venture, LLC to form the SGO Joint Venture. On September 30, 2015, the Company, through wholly-owned subsidiaries, entered into the Limited Liability Company Agreement of SGO MN Retail Acquisitions Venture, LLC to form the SGO MN Joint Venture. For additional information regarding the SGO Joint Venture and the SGO MN Joint Venture, refer to Note 4. “Investments in Unconsolidated Joint Ventures.” Summary of Related Party Fees Summarized separately below are the Advisor related party costs incurred and payable by the Company for the periods presented (amounts in thousands): Incurred Payable as of Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, Expensed 2016 2015 2016 2015 2016 2015 Acquisition fees $ 46 $ 79 $ 104 $ 79 $ — $ — Financing coordination fees — 55 — 87 — — Asset management fees 227 317 673 847 — 19 Reimbursement of operating expenses 49 63 146 194 — 27 Property management fees 99 149 319 500 2 3 Disposition fees — — 115 525 — — Guaranty fees (1) — — — 1 — — Total $ 421 $ 663 $ 1,357 $ 2,233 $ 2 $ 49 Capitalized Acquisition fees $ — $ — $ 273 $ — $ — $ — Leasing fees 49 28 152 94 — — Legal leasing fees 12 41 45 97 — — Construction management fees — 1 2 16 — — Total $ 61 $ 70 $ 472 $ 207 $ — $ — (1) Guaranty fees were paid by the Company to its prior advisor, TNP Strategic Retail Advisor, LLC. Acquisition Fees Under the Advisory Agreement, the Advisor is entitled to receive an acquisition fee equal to 1% of (1) the cost of each investment acquired directly by the Company or (2) the Company’s allocable cost of an investment acquired pursuant to a joint venture, in each case including purchase price, acquisition expenses and any debt attributable to such investments. An acquisition fee is capitalized by the Company when the related transaction does not qualify as a business combination; otherwise an acquisition fee is expensed. Origination Fees Under the Advisory Agreement, the Advisor is entitled to receive an origination fee equal to 1% of the amount funded by the Company to acquire or originate real estate-related loans, including any acquisition expenses related to such investment and any debt used to fund the acquisition or origination of the real estate-related loans. The Company will not pay an origination fee to the Advisor with respect to any transaction pursuant to which it is required to pay the Advisor an acquisition fee. Financing Coordination Fees Under the Advisory Agreement, the Advisor is entitled to receive a financing coordination fee equal to 1% of the amount made available and/or outstanding under any (1) financing obtained or assumed, directly or indirectly, by the Company or the OP and used to acquire or originate investments; or (2) the refinancing of any financing obtained or assumed, directly or indirectly, by the Company or the OP. Asset Management Fees Under the Advisory Agreement, the Advisor is entitled to receive an asset management fee equal to a monthly fee of one-twelfth (1/12th) of 0.6% of the higher of (1) aggregate cost on a GAAP basis (before non-cash reserves and depreciation) of all investments the Company owns, including any debt attributable to such investments; or (2) the fair market value of the Company’s investments (before non-cash reserves and depreciation) if the board of directors has authorized the estimate of a fair market value of the Company’s investments; provided, however, that the asset management fee will not be less than $250,000 in the aggregate during any one calendar year. Reimbursement of Operating Expenses The Company reimburses the Advisor for all expenses paid or incurred by the Advisor in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s total operating expenses (including the asset management fee described below) at the end of the four preceding fiscal quarters exceeded the greater of (1) 2% of its average invested assets (as defined in the Company’s Articles of Amendment and Restatement (the “Charter”)); or (2) 25% of its net income (as defined in the Charter) determined without reduction for any additions to depreciation, bad debts or other similar non-cash expenses and excluding any gain from the sale of the Company’s assets for that period (the “2%/25% Guideline”). The Advisor is required to reimburse the Company quarterly for any amounts by which total operating expenses exceed the 2%/25% Guideline in the previous expense year that the independent directors do not approve. The Company will not reimburse the Advisor for any of its personnel costs or other overhead costs except for customary reimbursements for personnel costs under property management agreements entered into between the OP and the Advisor or its affiliates. Notwithstanding the above, the Company may reimburse the Advisor for expenses in excess of the 2%/25% Guideline if a majority of the independent directors determine that such excess expenses are justified based on unusual and non-recurring factors. For the three and nine months ended September 30, 2016 and 2015 , the Company’s total operating expenses (as defined in the Charter) did not exceed the 2%/25% Guideline. Property Management Fees Under the property management agreements between the Company and Glenborough, Glenborough is entitled to receive property management fees calculated at a maximum of up to 4% of the properties’ gross revenue. The property management agreements with Glenborough have been renewed for an additional twelve months, beginning on August 10, 2016. Disposition Fees Under the Advisory Agreement, if the Advisor or its affiliates provide a substantial amount of services, as determined by the Company’s independent directors, in connection with the sale of a real property, the Advisor or its affiliates may be paid disposition fees up to 50% of a customary and competitive real estate commission, but not to exceed 3% of the contract sales price of each property sold. Guaranty Fees In connection with certain acquisition financings, the Company’s former chairman and former co-chief executive officer and/or Thompson National Properties, LLC had executed certain guaranty agreements to the respective lenders. As consideration for such guaranty, the Company entered into a reimbursement and fee agreement to provide for an upfront payment and an annual guaranty fee payment for the duration of the guarantee period. In March 2015, the Company retired the outstanding notes payable related to Osceola Village resulting in the expiration of the remaining guaranty agreement. Leasing Fees Under the property management agreements, Glenborough is entitled to receive a separate fee for the leases of new tenants, and for expansions, extensions and renewals of existing tenants in an amount not to exceed the fee customarily charged by similarly situated parties rendering similar services in the same geographic area for similar properties. Legal Leasing Fees Under the property management agreements, Glenborough is entitled to receive a market-based legal leasing fee for the negotiation and production of new leases, renewals, and amendments. Construction Management Fees In connection with the construction or repair in or about a property, the property manager is responsible for coordinating and facilitating the planning and the performance of all construction and is entitled to receive a fee equal to 5% of the hard costs for the project in question. Related-Party Fees Paid by the Unconsolidated Joint Ventures The unconsolidated joint ventures are party to certain agreements with Glenborough for services related to the investment of funds and management of the joint ventures’ investments, as well as the day-to-day management, operation and maintenance of the properties owned by the joint ventures. The joint ventures pay fees to Glenborough for these services. For the three and nine months ended September 30, 2016 , the SGO Joint Venture recognized related party fees and reimbursements of $0.1 million and $0.4 million , respectively. For the three and nine months ended September 30, 2015 , the SGO Joint Venture recognized related-party fees and reimbursements of $0.1 million and $0.2 million , respectively. For the three and nine months ended September 30, 2016 , the SGO MN Joint Venture recognized related party fees and reimbursements of $0.3 million and $0.8 million , respectively. The SGO MN Joint Venture began operations on September 30, 2015 and therefore incurred insignificant related-party fees for the three and nine months ended September 30, 2015 . The related-party amounts consist of property management, asset management, leasing commission, legal leasing, construction management fees and salary reimbursements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Economic Dependency The Company is dependent on the Advisor and its affiliates for certain services that are essential to the Company, including the identification, evaluation, negotiation, purchase, and disposition of real estate and real estate-related investments, management of the daily operations of the Company’s real estate and real estate-related investment portfolio, and other general and administrative responsibilities. In the event that the Advisor is unable to provide such services to the Company, the Company will be required to obtain such services from other sources. Environmental As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. The Company is not aware of any environmental liability that could have a material adverse effect on its consolidated financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities. |
SUBSEQUENT EVENTS SUBSEQUENT EV
SUBSEQUENT EVENTS SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS On October 27, 2016, the Company, through an indirect subsidiary, entered into a Purchase and Sale Agreement with an unrelated third party purchaser (the “Purchaser”) for the sale of an approximately 114,000 square foot retail property located in Bismarck, North Dakota (“Pinehurst Square East”). The contractual sale price of Pinehurst Square East is $19.2 million . Pursuant to the Purchase and Sale Agreement, the Purchaser would be obligated to purchase the property and the Company would be obligated to sell the property only after satisfaction of agreed upon closing conditions. There can be no assurance that the Company will complete the sale. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (“the SEC”), including the instructions to Form 10-Q and Regulation S-X. The unaudited condensed consolidated financial statements include the accounts of the Company, the OP, their direct and indirect owned subsidiaries, and the accounts of joint ventures that are determined to be variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions are eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows have been included. The Company evaluates the need to consolidate joint ventures and variable interest entities based on standards set forth in ASC Topic 810, Consolidation (“ASC 810”). In determining whether the Company has a controlling interest in a joint venture or a variable interest entity and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the partners/members, as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. As of September 30, 2016 , the Company held ownership interests in two unconsolidated joint ventures. Refer to Note 4, “Investments in Unconsolidated Joint Ventures” for additional information. As of September 30, 2016 , the Company held variable interests in two variable interest entities and consolidated those entities. Refer to Note 5, “Variable Interest Entities” for additional information. |
Properties Under Development | Properties Under Development The initial cost of properties under development includes the acquisition cost of the property, direct development costs and borrowing costs directly attributable to the development. Borrowing costs associated with direct expenditures on properties under development are capitalized. The amount of capitalized borrowing costs is determined by reference to borrowings specific to the project, where relevant. Borrowing costs are capitalized from the commencement of the development until the date of practical completion where the property is substantially ready for its intended use. Capitalization of borrowing costs is suspended if there are prolonged periods when development activity is interrupted. Practical completion is when the property is capable of operating in the manner intended by management. Interest on projects is based on interest rates in place during the development period, and is capitalized until the project is ready for its intended use. The amount of interest capitalized during the nine months ended September 30, 2016 , was approximately $2.0 million . |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform with current period’s presentation. The reclassifications had no effect on the Company’s financial condition, results of operations, or cash flows. As of September 30, 2016 , in respect to the Company’s adoption of Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), the Company classified deferred financing costs, net of accumulated amortization, as a contra-liability to notes payable on the condensed consolidated balance sheet. ASU 2015-03 requires retrospective application, wherein the balance sheet of each period presented should be adjusted to reflect the effects of the new guidance. Accordingly, for comparative purposes herein, the Company reclassified the December 31, 2015 balance of $0.3 million of deferred financing costs, net of accumulated amortization, as a contra-liability to notes payable in the condensed consolidated balance sheet, and $0.1 million of deferred financing costs, net of accumulated amortization, as a contra-liability to liabilities held for sale on the condensed consolidated balance sheet. |
Recent Accounting Pronouncements | Newly Adopted Accounting Pronouncements The Company adopted ASU 2015-03 on a retrospective basis, effective with the quarter ended March 31, 2016. The amendments in ASU 2015-03 require debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. ASU 2015-03 is limited to the presentation of debt issuance costs and does not affect the recognition and measurement of debt issuance costs. The adoption of ASU 2015-03 changes the presentation of debt issuance costs as the Company presents debt issuance costs as deferred financing costs, net on the accompanying condensed consolidated balance sheets. ASU 2015-03 does not address how debt issuance costs related to line-of-credit arrangements should be presented on the balance sheet or amortized. Given this absence of authoritative guidance within ASU 2015-03, the FASB issued ASU 2015-15, Interest – Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting, which clarifies that the SEC Staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Effective January 2016, the Company presents deferred financing costs, net, as a contra-liability in periods when there is an associated debt liability on the balance sheet, rather than as a deferred asset. If no associated debt liability is recorded on the balance sheet, deferred financing costs are presented as a deferred asset. The adoption of ASU 2015-03 did not have a material impact on the Company’s condensed consolidated financial statements. The Company adopted ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustment (“ASU 2015-16”) effective with the quarter ended March 31, 2016. The amendments in ASU 2015-16 require an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Further, the acquirer is required to record, in the financial statements for the same period, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Entities must also present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current period earnings by the line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance should be applied prospectively and early adoption is permitted. The adoption of ASU 2015-16 had no impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements The FASB issued the following Accounting Standards Updates (“ASUs”) which could have potential impact to the Company’s consolidated financial statements: In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. ASU 2016-15 will require adoption on a retrospective basis. The Company is currently evaluating the impact the application of ASU 2016-15 will have on its condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 requires a financial asset, measured at amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with adoption permitted for fiscal years beginning after December 15, 2018. Adjustments resulting from adopting ASU 2016-13 shall be applied through a cumulative-effect adjustment to retained earnings. The Company is currently evaluating the impact of the guidance on its condensed consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements. The guidance retains a distinction between finance leases and operating leases. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous guidance. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the statement of financial position. The accounting applied by a lessor is largely unchanged from that applied under the previous guidance. The amendments in this guidance are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. The Company is currently evaluating the impact of the guidance on its condensed consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which effectively defers the adoption of ASU 2014-09 to fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2016. Companies may apply either a full retrospective or a modified retrospective approach to adopt this guidance. In 2016, the FASB issued ASU No. 2016-08, ASU No. 2016-09 and ASU No. 2016-12, which provide interpretive clarifications on the new guidance in Topic 606. The Company is currently evaluating the transition methods and the impact of the guidance on its condensed consolidated financial statements. |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate Investments, Net [Abstract] | |
Schedule of Acquired Real Estate Properties | The following table summarizes the estimated fair values of the acquired tangible and intangible assets and assumed liabilities as of the acquisition date (amounts in thousands): San Francisco Properties Fulton Shops Land $ 1,737 $ 1,187 Building and improvements 3,660 3,254 Lease intangibles, net 376 257 Below-market lease liabilities, net (143 ) (103 ) Estimated fair value of net assets acquired $ 5,630 $ 4,595 |
Schedule of Property Dispositions | On March 11, 2015, the Company sold the following three properties for the aggregate gross sales price of $53.6 million (amounts in thousands): Property Location Acquisition Date Gross Sales Price Original Purchase Price (1) Osceola Village (2) Kissimmee, Florida 10/11/2011 $ 22,000 $ 21,800 Constitution Trail Normal, Illinois 10/21/2011 23,100 18,000 Aurora Commons Aurora, Ohio 3/20/2012 8,500 7,000 Total $ 53,600 $ 46,800 (1) The original purchase price amounts do not include acquisition fees. (2) The original purchase price for Osceola Village included an additional pad which was sold for approximately $0.9 million prior to this transaction. |
INVESTMENTS IN UNCONSOLIDATED23
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investment in Unconsolidated Joint Ventures | The following table summarizes the Company’s investments in unconsolidated joint ventures as of September 30, 2016 , and December 31, 2015 (amounts in thousands): Ownership Interest Investment Joint Venture Date of Investment September 30, December 31, September 30, December 31, SGO Retail Acquisitions Venture, LLC 3/11/2015 19 % 19 % $ 3,702 $ 4,098 SGO MN Retail Acquisitions Venture, LLC 9/30/2015 10 % 10 % 2,295 2,804 Total $ 5,997 $ 6,902 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following reflects the assets and liabilities of the Gelson’s Joint Venture and the Wilshire Joint Venture, which were consolidated by the Company, as of September 30, 2016 (amounts in thousands): September 30, 2016 ASSETS Properties under development and development costs: Land $ 25,851 Buildings 605 Development costs 3,030 Properties under development and development costs 29,486 Restricted cash 2,293 Cash and cash equivalents 365 Prepaid expenses and other assets, net 18 Tenant receivables, net 37 TOTAL ASSETS (1) $ 32,199 LIABILITIES Notes payable, net (2) $ 18,923 Accounts payable and accrued expenses 366 Amounts due to affiliates 148 Other liabilities 33 TOTAL LIABILITIES $ 19,470 (1) The assets of the Gelson’s Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures. (2) Includes reclassification of $0.3 million of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the consolidated joint ventures are not guaranteed by the Company. |
FUTURE MINIMUM RENTAL INCOME (T
FUTURE MINIMUM RENTAL INCOME (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Receivable For Operating Leases | As of September 30, 2016 , the future minimum rental income from the Company’s properties under non-cancelable operating leases, was as follows (amounts in thousands): Remainder of 2016 $ 1,922 2017 7,479 2018 6,616 2019 6,023 2020 4,990 Thereafter 12,826 Total $ 39,856 |
LEASE INTANGIBLES AND BELOW-M26
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Acquired Lease Intangibles and Below Market Lease Liabilities | As of September 30, 2016 and December 31, 2015 , the Company’s acquired lease intangibles and below-market lease liabilities were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities September 30, December 31, September 30, December 31, Cost $ 8,649 $ 8,089 $ (4,593 ) $ (4,463 ) Accumulated amortization (4,171 ) (3,799 ) 1,256 1,160 Total $ 4,478 $ 4,290 $ (3,337 ) $ (3,303 ) |
Amortization Of Finite Lease Intangibles and Below-Market Lease Liabilities | The Company’s amortization of lease intangibles and below-market lease liabilities for the three and nine months ended September 30, 2016 and 2015 , were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities Three Months Ended Three Months Ended 2016 2015 2016 2015 Amortization $ (248 ) $ (286 ) $ 74 $ 77 Lease Intangibles Below-Market Lease Liabilities Nine Months Ended Nine Months Ended 2016 2015 2016 2015 Amortization $ (734 ) $ (1,236 ) $ 214 $ 289 |
NOTES PAYABLE, NET (Tables)
NOTES PAYABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule Of Notes Payable | As of September 30, 2016 and December 31, 2015 , the Company’s notes payable, net, consisted of the following (amounts in thousands): Principal Balance Interest Rates At September 30, 2016 December 31, 2015 September 30, 2016 KeyBank credit facility (1) $ 16,200 $ — 3.14 % Secured term loans 24,387 24,701 5.10 % Mortgage loans 9,576 9,690 5.63 % Mortgage loans secured by properties under development (2) 19,200 — 9.5% - 10.0% Deferred financing costs, net (3) (532 ) (339 ) n/a $ 68,831 $ 34,052 (1) The KeyBank credit facility is a revolving credit facility with an initial maximum aggregate commitment of $30.0 million (the “Facility Amount”). Subject to certain terms and conditions contained in the loan documents, the Company may request that the Facility Amount be increased to a maximum of $60.0 million . The KeyBank credit facility matures on August 4, 2017 . Each loan made pursuant to the Key Bank credit facility will be either a LIBOR rate loan or a base rate loan, at the election of the Company, plus an applicable margin, as defined. Monthly payments are interest only with the entire principal balance and all outstanding interest due at maturity. The Company will pay KeyBank an unused commitment fee, quarterly in arrears, which will accrue at 0.30% per annum, if the usage under the KeyBank credit facility is greater than 50% of the Facility Amount. The Company is providing a guaranty of all of its obligations under the KeyBank credit facility and all other loan documents in connection with the KeyBank credit facility. As of September 30, 2016 , the KeyBank credit facility was secured by Pinehurst Square, Topaz Marketplace, 8 Octavia Street, 400 Grove Street and the Fulton Shops. For information regarding recent draws under the Key Bank credit facility, see “– Recent Financing Transactions KeyBank Credit Facility.” (2) Comprised of $10.7 million and $8.5 million associated with the Company’s investment in the Gelson’s Joint Venture and the Wilshire Joint Venture, respectively. (3) Reclassification of deferred financing costs, net of accumulated amortization, as a contra-liability in accordance with ASU 2015-03. |
Schedule of maturities for notes payable outstanding | The following is a schedule of future principal payments for all of the Company’s notes payable outstanding as of September 30, 2016 (amounts in thousands): Remainder of 2016 $ 150 2017 45,385 2018 473 2019 23,355 Total (1) $ 69,363 (1) Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $0.5 million deferred financing costs, net. |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Notes Payable | The following table provides the carrying values and fair values of the Company’s notes payable related to continuing operations as of September 30, 2016 and December 31, 2015 (amounts in thousands): Carrying Value (1) Fair Value (1) (2) September 30, December 31, September 30, December 31, Notes payable, net $ 68,831 $ 34,052 $ 69,301 $ 34,760 (1) The carrying value of the Company’s notes payable represents the outstanding principal as of September 30, 2016 , and December 31, 2015 . The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.5 million and approximately $0.3 million , as a contra-liability, as of September 30, 2016 and December 31, 2015 , respectively. (2) The estimated fair value of the notes payable is based upon the indicative market prices of the Company’s notes payable based on prevailing market interest rates. |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Share Redemption Program | The following table summarizes share redemption activity during the three and nine months ended September 30, 2016 and 2015 (amounts in thousands, except shares): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Shares of common stock redeemed 33,054 77,916 71,922 77,916 Purchase price $ 210 $ 554 $ 466 $ 554 |
Distributions declared and paid | The following tables set forth the quarterly distributions declared to the Company’s common stockholders and Common Unit holders for the nine months ended September 30, 2016 , and the year ended December 31, 2015 (amounts in thousands, except per share amounts): Distribution Record Date Distribution Payable Date Distribution Per Share of Common Stock / Common Unit Total Common Stockholders Distribution Total Common Unit Holders Distribution Total Distribution First Quarter 2016 3/31/2016 4/29/2016 $ 0.06 $ 660 $ 26 $ 686 Second Quarter 2016 7/7/2016 7/29/2016 0.06 661 25 686 Third Quarter 2016 9/30/2016 10/31/2016 0.06 659 25 684 Total $ 1,980 $ 76 $ 2,056 Distribution Record Date Distribution Payable Date Distribution Per Share of Common Stock / Common Unit Total Common Stockholders Distribution Total Common Unit Holders Distribution Total Distribution First Quarter 2015 3/31/2015 4/30/2015 $ 0.06 $ 658 $ 26 $ 684 Second Quarter 2015 6/30/2015 7/30/2015 0.06 654 26 680 Third Quarter 2015 9/30/2015 10/31/2015 0.06 654 26 680 Fourth Quarter 2015 12/31/2015 1/30/2016 0.06 661 25 686 Total $ 2,627 $ 103 $ 2,730 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Company's basic and diluted (loss)earnings per share | The following table sets forth the computation of the Company’s basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2016 and 2015 (amounts in thousands, except shares and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator - basic and diluted Net income (loss) $ (550 ) $ (1,133 ) $ (1,561 ) $ 1,555 Net income (loss) attributable to non-controlling interests (21 ) (40 ) (58 ) 206 Net income (loss) attributable to common shares $ (529 ) $ (1,093 ) $ (1,503 ) $ 1,349 Denominator - basic and diluted Basic weighted average common shares 11,007,864 10,891,714 11,017,654 10,942,802 Effect of dilutive securities — — — — Common Units (1) — — — — Diluted weighted average common shares 11,007,864 10,891,714 11,017,654 10,942,802 Earnings (loss) per common share - basic and diluted Net earnings (loss) attributable to common shares $ (0.05 ) $ (0.10 ) $ (0.14 ) $ 0.12 (1) The effect of 422,308 convertible Common Units pursuant to the redemption rights outlined in the Company’s registration statement on Form S-11 have not been included as they would not be dilutive. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Summarized below are the related-party transactions | Summary of Related Party Fees Summarized separately below are the Advisor related party costs incurred and payable by the Company for the periods presented (amounts in thousands): Incurred Payable as of Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, Expensed 2016 2015 2016 2015 2016 2015 Acquisition fees $ 46 $ 79 $ 104 $ 79 $ — $ — Financing coordination fees — 55 — 87 — — Asset management fees 227 317 673 847 — 19 Reimbursement of operating expenses 49 63 146 194 — 27 Property management fees 99 149 319 500 2 3 Disposition fees — — 115 525 — — Guaranty fees (1) — — — 1 — — Total $ 421 $ 663 $ 1,357 $ 2,233 $ 2 $ 49 Capitalized Acquisition fees $ — $ — $ 273 $ — $ — $ — Leasing fees 49 28 152 94 — — Legal leasing fees 12 41 45 97 — — Construction management fees — 1 2 16 — — Total $ 61 $ 70 $ 472 $ 207 $ — $ — (1) Guaranty fees were paid by the Company to its prior advisor, TNP Strategic Retail Advisor, LLC. |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Textual) - ft² ft² in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Partnership Interest Ownership Percentage | 96.30% | 96.20% |
Number of Real Estate Properties | 11 | |
Net Rentable Area | 697 | |
Number of States in which Entity Operates | 6 | |
Percent of Real Estate Properties Leased | 89.00% |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Interest Costs Capitalized | $ 0.8 | $ 2 | |
Accounting Standard Update 2015-03 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Unamortized Debt Issuance Costs | $ 0.3 | ||
Accounting Standard Update 2015-03 [Member] | Reclassification From Deferred Financing Cost To Liabilities Held For Sale [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Unamortized Debt Issuance Costs | $ 0.1 |
REAL ESTATE INVESTMENTS ACQUISI
REAL ESTATE INVESTMENTS ACQUISITIONS (Details) $ in Thousands | Jul. 27, 2016USD ($)ft² | Jun. 14, 2016USD ($)ft² | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 08, 2016USD ($)ft² | May 04, 2016USD ($) |
Business Acquisition [Line Items] | |||||||
Payments to Acquire Real Estate | $ 10,225 | $ 0 | |||||
388 Fulton [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Deposits Assets, Current | $ 200 | ||||||
Ownership interest | 100.00% | ||||||
Square Feet of Retail Space | ft² | 1,902 | ||||||
Fulton Shops [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Building and improvements | $ 3,254 | ||||||
Land | 1,187 | ||||||
Lease intangibles, net | 257 | ||||||
Below-market lease liabilities, net | $ (103) | ||||||
Ownership interest | 100.00% | ||||||
Square Feet of Retail Space | ft² | 3,758 | ||||||
Payments to Acquire Real Estate | $ 4,600 | ||||||
Estimated fair value of net assets acquired | $ 4,595 | ||||||
San Francisco Properties [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Building and improvements | $ 3,660 | ||||||
Land | 1,737 | ||||||
Lease intangibles, net | 376 | ||||||
Below-market lease liabilities, net | $ (143) | ||||||
Ownership interest | 100.00% | ||||||
Square Feet of Retail Space | ft² | 5,640 | ||||||
Payments to Acquire Real Estate | $ 5,600 | ||||||
Estimated fair value of net assets acquired | $ 5,630 | ||||||
450 Hayes [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Deposits Assets, Current | $ 600 | ||||||
Ownership interest | 100.00% | ||||||
Operating Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Acquisition Related Costs | $ 100 | $ 400 | |||||
Weighted Average [Member] | Lease Intangibles [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 9 years 6 months | ||||||
Weighted Average [Member] | Below-market Lease Liabilities [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 9 years 7 months 6 days |
REAL ESTATE INVESTMENTS DISPOSI
REAL ESTATE INVESTMENTS DISPOSITIONS (Details) - USD ($) | Apr. 04, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Mar. 11, 2015 | Aug. 27, 2012 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gains (Losses) on Sales of Investment Real Estate | $ 0 | $ 18,000 | $ 614,000 | $ 4,900,000 | ||||
Operating Income (Loss) | $ 547,000 | 811,000 | 1,374,000 | 2,837,000 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Real Estate Properties Original Purchase Price | [1] | $ 46,800,000 | ||||||
Sales Price | 53,600,000 | |||||||
Bloomingdale Hills [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Operating Income (Loss) | (71,000) | $ (73,000) | (71,000) | |||||
Repayments of Debt | $ 5,300,000 | |||||||
Repayments of Lines of Credit | 3,000,000 | |||||||
Sales Price | 9,200,000 | |||||||
Bloomingdale Hills [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Operating Income (Loss) [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gains (Losses) on Sales of Investment Real Estate | $ 600,000 | |||||||
Osceola Village Kissimmee, Florida [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Real Estate Properties Original Purchase Price | [1],[2] | 21,800,000 | ||||||
Sales Price | 22,000,000 | $ 900,000 | ||||||
Constitution Trail Normal, Illinois [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Real Estate Properties Original Purchase Price | [1] | 18,000,000 | ||||||
Sales Price | 23,100,000 | |||||||
Aurora Commons Aurora, Ohio [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Real Estate Properties Original Purchase Price | [1] | 7,000,000 | ||||||
Sales Price | $ 8,500,000 | |||||||
2015 Sale of Properties [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Operating Income (Loss) | $ 7,000 | $ (300,000) | ||||||
[1] | The original purchase price amounts do not include acquisition fees. | |||||||
[2] | The original purchase price for Osceola Village included an additional pad which was sold for approximately $0.9 million prior to this transaction. |
REAL ESTATE INVESTMENTS JOINT V
REAL ESTATE INVESTMENTS JOINT VENTURES (Details) - USD ($) $ in Thousands | Mar. 11, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | |||||
Payments to Acquire Interest in Joint Venture | $ 0 | $ 7,630 | |||
SGO Joint Venture [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 19.00% | 19.00% | 19.00% | ||
Payments to Acquire Interest in Joint Venture | $ 4,500 | ||||
Repayments of Debt | $ 36,400 |
INVESTMENTS IN UNCONSOLIDATED37
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Mar. 11, 2015 |
Schedule of Equity Method Investments [Line Items] | |||
Investment | $ 5,997 | $ 6,902 | |
SGO Retail Acquisitions Venture, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership Interest | 19.00% | 19.00% | 19.00% |
Investment | $ 3,702 | $ 4,098 | |
SGO MN Retail Acquisitions Venture, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership Interest | 10.00% | 10.00% | |
Investment | $ 2,295 | $ 2,804 |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details Textual) $ in Thousands | Mar. 08, 2016USD ($) | Mar. 07, 2016USD ($) | Jan. 28, 2016USD ($)ft² | Jan. 07, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jan. 05, 2016USD ($) | Dec. 14, 2015USD ($) |
Payments to Acquire Interest in Joint Venture | $ 0 | $ 7,630 | ||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 20 years | |||||||
Payments to Acquire Real Estate | $ 10,225 | $ 0 | ||||||
Gelson’s Development Joint Venture [Member] | ||||||||
Capital Interest Percentage in Joint Venture | 100.00% | |||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 20 years | |||||||
Square Feet of Retail Space | ft² | 38,000 | |||||||
Profit sharing ratio of joint Venture | 50.00% | 50.00% | ||||||
Gelson’s Development Joint Venture [Member] | Initial Contribution [Member] | ||||||||
Payments to Acquire Interest in Joint Venture | $ 7,000 | |||||||
Gelson’s Development Joint Venture [Member] | Subsequent Contributuion [Member] | ||||||||
Payments to Acquire Interest in Joint Venture | $ 700 | |||||||
Sunset Gardner LA, LLC [Member] | ||||||||
Profit sharing ratio of joint Venture | 50.00% | |||||||
Wilshire Joint Venture [Member] | ||||||||
Capital Interest Percentage in Joint Venture | 100.00% | |||||||
Payments to Acquire Interest in Joint Venture | $ 5,700 | |||||||
Profit sharing ratio of joint Venture | 50.00% | 50.00% | ||||||
Deposits Assets, Current | $ 100 | $ 500 | ||||||
3032 Wilshire SM [Member] | ||||||||
Profit sharing ratio of joint Venture | 50.00% | |||||||
Buchanan Mortgage Holdings [Member] | Gelson’s Development Joint Venture [Member] | ||||||||
Proceeds from Loan Originations | $ 10,700 | |||||||
Payments to Acquire Real Estate | $ 13,000 | |||||||
Buchanan Mortgage Holdings [Member] | Wilshire Joint Venture [Member] | ||||||||
Proceeds from Loan Originations | $ 8,500 | |||||||
Payments to Acquire Real Estate | $ 13,500 |
VARIABLE INTEREST ENTITIES (D39
VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Properties under development and development costs: | |||||
Land | $ 25,851 | $ 0 | |||
Buildings | 605 | 0 | |||
Development costs | 3,030 | 0 | |||
Properties under development and development costs | 29,486 | 0 | |||
Restricted cash | 5,724 | 2,693 | |||
Cash and cash equivalents | 3,893 | 8,793 | $ 4,947 | $ 3,211 | |
Prepaid expenses and other assets, net | 1,021 | 731 | |||
Tenant receivables, net | 1,282 | 1,664 | |||
TOTAL ASSETS | 125,879 | 101,168 | |||
LIABILITIES | |||||
Notes payable, net | [1] | 68,831 | 34,052 | ||
Accounts payable and accrued expenses | 1,922 | 1,486 | |||
Amounts due to affiliates | 2 | 49 | |||
Other liabilities | 1,978 | 1,479 | |||
TOTAL LIABILITIES | 77,297 | $ 48,503 | |||
Variable Interest Entity, Primary Beneficiary [Member] | |||||
Properties under development and development costs: | |||||
Land | 25,851 | ||||
Buildings | 605 | ||||
Development costs | 3,030 | ||||
Properties under development and development costs | 29,486 | ||||
Restricted cash | 2,293 | ||||
Cash and cash equivalents | 365 | ||||
Prepaid expenses and other assets, net | 18 | ||||
Tenant receivables, net | 37 | ||||
TOTAL ASSETS | [2] | 32,199 | |||
LIABILITIES | |||||
Notes payable, net | [3] | 18,923 | |||
Accounts payable and accrued expenses | 366 | ||||
Amounts due to affiliates | 148 | ||||
Other liabilities | 33 | ||||
TOTAL LIABILITIES | 19,470 | ||||
Deferred Costs | $ 300 | ||||
[1] | The carrying value of the Company’s notes payable represents the outstanding principal as of September 30, 2016, and December 31, 2015. The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.5 million and approximately $0.3 million, as a contra-liability, as of September 30, 2016 and December 31, 2015, respectively. | ||||
[2] | The assets of the Gelson’s Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures. | ||||
[3] | Includes reclassification of $0.3 million of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the consolidated joint ventures are not guaranteed by the Company. |
FUTURE MINIMUM RENTAL INCOME (D
FUTURE MINIMUM RENTAL INCOME (Details Textual) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | ||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 20 years | |
Operating Leases Weighted Average Remaining Term | 5 years | |
Security Deposit | $ 0.2 | $ 0.2 |
FUTURE MINIMUM RENTAL INCOME 41
FUTURE MINIMUM RENTAL INCOME (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
Remainder of 2016 | $ 1,922 |
2,017 | 7,479 |
2,018 | 6,616 |
2,019 | 6,023 |
2,020 | 4,990 |
Thereafter | 12,826 |
Total | $ 39,856 |
LEASE INTANGIBLES AND BELOW-M42
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Lease Intangibles, Cost | $ 8,649 | $ 8,649 | $ 8,089 | ||
Lease Intangibles, Accumulated amortization | (4,171) | (4,171) | (3,799) | ||
Lease intangibles, net | 4,478 | 4,478 | 4,290 | ||
Below - Market Lease Liabilities, Cost | (4,593) | (4,593) | (4,463) | ||
Below - Market Lease Liabilities, Accumulated amortization | 1,256 | 1,256 | 1,160 | ||
Below market lease intangibles, net | (3,337) | (3,337) | $ (3,303) | ||
Amortization [Abstract] | |||||
Amortization of Intangible Assets | (248) | $ (286) | (734) | $ (1,236) | |
Below - Market Lease Liabilities, Amortization | $ 74 | $ 77 | $ 214 | $ 289 |
NOTES PAYABLE, NET (Details)
NOTES PAYABLE, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Notes Payable | [1] | $ 68,831 | $ 34,052 |
Key Bank credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | [2] | 3.14% | |
Long-term Debt, Gross | [2] | $ 16,200 | 0 |
Secured term loans [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.10% | ||
Long-term Debt, Gross | $ 24,387 | 24,701 | |
Mortgage loans [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.63% | ||
Long-term Debt, Gross | $ 9,576 | 9,690 | |
Mortgage Loans Secured By Properties Under Development [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | [3] | 19,200 | 0 |
Accounting Standard Update 2015-03 [Member] | |||
Debt Instrument [Line Items] | |||
Deferred Costs | [4] | $ (532) | $ (339) |
[1] | The carrying value of the Company’s notes payable represents the outstanding principal as of September 30, 2016, and December 31, 2015. The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.5 million and approximately $0.3 million, as a contra-liability, as of September 30, 2016 and December 31, 2015, respectively. | ||
[2] | The KeyBank credit facility is a revolving credit facility with an initial maximum aggregate commitment of $30.0 million (the “Facility Amount”). Subject to certain terms and conditions contained in the loan documents, the Company may request that the Facility Amount be increased to a maximum of $60.0 million. The KeyBank credit facility matures on August 4, 2017. Each loan made pursuant to the Key Bank credit facility will be either a LIBOR rate loan or a base rate loan, at the election of the Company, plus an applicable margin, as defined. Monthly payments are interest only with the entire principal balance and all outstanding interest due at maturity. The Company will pay KeyBank an unused commitment fee, quarterly in arrears, which will accrue at 0.30% per annum, if the usage under the KeyBank credit facility is greater than 50% of the Facility Amount. The Company is providing a guaranty of all of its obligations under the KeyBank credit facility and all other loan documents in connection with the KeyBank credit facility. As of September 30, 2016, the KeyBank credit facility was secured by Pinehurst Square, Topaz Marketplace, 8 Octavia Street, 400 Grove Street and the Fulton Shops. For information regarding recent draws under the Key Bank credit facility, see “– Recent Financing Transactions KeyBank Credit Facility.” | ||
[3] | Comprised of $10.7 million and $8.5 million associated with the Company’s investment in the Gelson’s Joint Venture and the Wilshire Joint Venture, respectively. | ||
[4] | Reclassification of deferred financing costs, net of accumulated amortization, as a contra-liability in accordance with ASU 2015-03. |
NOTES PAYABLE, NET (Narrative)
NOTES PAYABLE, NET (Narrative) (Details) - USD ($) $ in Thousands | Sep. 29, 2016 | Jul. 25, 2016 | Jun. 09, 2016 | Mar. 07, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Notes Payable [Line Items] | ||||||||||
Interest Expense | $ 550 | $ 1,358 | $ 1,660 | $ 4,406 | ||||||
Amortization of Financing Costs | 100 | $ 100 | 400 | $ 400 | ||||||
Interest Costs Capitalized | 800 | 2,000 | ||||||||
Interest expense payable | 400 | 400 | $ 200 | |||||||
Accounting Standard Update 2015-03 [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Deferred Costs | [1] | (532) | (532) | $ (339) | ||||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Amortization of Financing Costs | 200 | 400 | ||||||||
Interest expense payable | 200 | 200 | ||||||||
Deferred Costs | 300 | 300 | ||||||||
Gelson’s Development Joint Venture [Member] | Buchanan Mortgage Holdings [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Proceeds from Loan Originations | $ 10,700 | |||||||||
Debt Instrument, Maturity Date | Jan. 27, 2017 | |||||||||
Wilshire Joint Venture [Member] | Buchanan Mortgage Holdings [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Proceeds from Loan Originations | $ 8,500 | |||||||||
Debt Instrument, Maturity Date | Mar. 7, 2017 | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Line of Credit Facility, Current Borrowing Capacity | 30,000 | $ 30,000 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000 | $ 60,000 | ||||||||
Line of Credit Facility, Expiration Date | Aug. 4, 2017 | |||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |||||||||
Usage Under Credit Facility | 50.00% | 50.00% | ||||||||
Proceeds from Secured Lines of Credit | $ 1,000 | |||||||||
Revolving Credit Facility [Member] | Variable Interest Entity, Primary Beneficiary [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Proceeds from Secured Lines of Credit | $ 6,000 | |||||||||
Revolving Credit Facility [Member] | 8 Octavia and 400 Grove [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Proceeds from Secured Lines of Credit | $ 7,500 | |||||||||
Fulton Shops [Member] | Revolving Credit Facility [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Proceeds from Secured Lines of Credit | $ 4,700 | |||||||||
Mortgage Loans Secured By Properties Under Development [Member] | Maximum [Member] | Buchanan Mortgage Holdings [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Interest Rate | [2] | 10.00% | 10.00% | |||||||
Mortgage Loans Secured By Properties Under Development [Member] | Minimum [Member] | Buchanan Mortgage Holdings [Member] | ||||||||||
Notes Payable [Line Items] | ||||||||||
Interest Rate | [2] | 9.50% | 9.50% | |||||||
[1] | Reclassification of deferred financing costs, net of accumulated amortization, as a contra-liability in accordance with ASU 2015-03. | |||||||||
[2] | Comprised of $10.7 million and $8.5 million associated with the Company’s investment in the Gelson’s Joint Venture and the Wilshire Joint Venture, respectively. |
NOTES PAYABLE, NET (Future Prin
NOTES PAYABLE, NET (Future Principal Payments) (Details) $ in Thousands | Sep. 30, 2016USD ($) | |
Schedule of maturities for notes payable outstanding | ||
Remainder of 2016 | $ 150 | |
2,017 | 45,385 | |
2,018 | 473 | |
2,019 | 23,355 | |
Total (1) | $ 69,363 | [1] |
[1] | Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $0.5 million deferred financing costs, net. |
FAIR VALUE DISCLOSURES (Details
FAIR VALUE DISCLOSURES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | ||
Notes Payable | ||||
Notes Payable | [1] | $ 68,831 | $ 34,052 | |
Notes Payable, Fair Value | $ 69,301 | $ 34,760 | [2] | |
[1] | The carrying value of the Company’s notes payable represents the outstanding principal as of September 30, 2016, and December 31, 2015. The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.5 million and approximately $0.3 million, as a contra-liability, as of September 30, 2016 and December 31, 2015, respectively. | |||
[2] | The estimated fair value of the notes payable is based upon the indicative market prices of the Company’s notes payable based on prevailing market interest rates. |
FAIR VALUE DISCLOSURES (Detai47
FAIR VALUE DISCLOSURES (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Accounting Standard Update 2015-03 [Member] | |||
Deferred Costs | [1] | $ (532) | $ (339) |
[1] | Reclassification of deferred financing costs, net of accumulated amortization, as a contra-liability in accordance with ASU 2015-03. |
EQUITY (Share Redemption) (Deta
EQUITY (Share Redemption) (Details) - USD ($) | Oct. 05, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Class of Stock [Line Items] | |||||
Common Stock Outstanding Percentage | 5.00% | ||||
Redemption Price for Shares Percentage | 100.00% | ||||
Amended and Restated Share Redemption, Redemption Amount Minimum Limit | $ 5,000 | $ 5,000 | |||
Stock Redeemed or Called During Period, Value | $ 466,000 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Redemption of common shares (in shares) | 33,054 | 77,916 | 71,922 | 77,916 | |
Stock Redeemed or Called During Period, Value | $ 210,000 | $ 554,000 | $ 466,000 | $ 554,000 | |
Cumulative stock redeemed to date, shares | 437,825 | 437,825 | |||
Cumulative stock redeemed to date, value | $ 3,500,000 | $ 3,500,000 | |||
Death of a shareholder [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | 2,000,000 | 2,000,000 | |||
Disability of a shareholder [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ 1,000,000 | $ 1,000,000 | |||
Subsequent Event [Member] | Death of a shareholder [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Redeemed or Called During Period, Value | $ 500,000 |
EQUITY (Quarterly Distribution)
EQUITY (Quarterly Distribution) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | |
Dividends [Line Items] | |||||||||
Minimum Percentage of Taxable Income Distributed to Shareholders | 90.00% | ||||||||
Distribution Record Date | Sep. 30, 2016 | Jul. 7, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | ||
Dividends Payable, Date to be Paid | Oct. 31, 2016 | Jul. 29, 2016 | Apr. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Jul. 30, 2015 | Apr. 30, 2015 | ||
Common Stock, Dividends, Per Share, Declared | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | ||
Total Common Stockholders Distribution | $ 659 | $ 661 | $ 660 | $ 661 | $ 654 | $ 654 | $ 658 | $ 1,980 | $ 2,627 |
Total Common Unit Holders Distribution | 25 | 25 | 26 | 25 | 26 | 26 | 26 | 76 | 103 |
Total Distribution | $ 684 | $ 686 | $ 686 | $ 686 | $ 680 | $ 680 | $ 684 | $ 2,056 | $ 2,730 |
Common Stock | Maximum [Member] | |||||||||
Dividends [Line Items] | |||||||||
Distribution Limit, percentage | 100.00% |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Numerator - basic and diluted | |||||
Net income (loss) | $ (550) | $ (1,133) | $ (1,561) | $ 1,555 | |
Net income (loss) attributable to non-controlling interests | (21) | (40) | (58) | 206 | |
Net income (loss) attributable to common stockholders | $ (529) | $ (1,093) | $ (1,503) | $ 1,349 | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 11,007,864 | 10,891,714 | 11,017,654 | 10,942,802 | |
Denominator - basic and diluted | |||||
Basic weighted average common shares | 11,007,864 | 10,891,714 | 11,017,654 | 10,942,802 | |
Effect of dilutive securities | 0 | 0 | 0 | 0 | |
Common Units (1) | [1] | 0 | 0 | 0 | 0 |
Diluted weighted average common shares | 11,007,864 | 10,891,714 | 11,017,654 | 10,942,802 | |
Earnings (loss) per common share - basic and diluted | |||||
Net earnings (loss) attributable to common shares | $ (0.05) | $ (0.10) | $ (0.14) | $ 0.12 | |
[1] | The effect of 422,308 convertible Common Units pursuant to the redemption rights outlined in the Company’s registration statement on Form S-11 have not been included as they would not be dilutive. |
EARNINGS PER SHARE (Details Tex
EARNINGS PER SHARE (Details Textual) | 9 Months Ended |
Sep. 30, 2016shares | |
Earnings Per Share [Abstract] | |
Antidiluted Convertible Common Units of Redemption | 422,308 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Advisor Fees [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | ||
Expensed Acquisition Fees [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | $ 46 | $ 79 | $ 104 | $ 79 | ||
Related-party costs, Payable | 0 | 0 | $ 0 | |||
Expensed Financing Fees [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | 0 | 55 | 0 | 87 | ||
Related-party costs, Payable | 0 | 0 | 0 | |||
Expensed Asset management Fees [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | 227 | 317 | 673 | 847 | ||
Related-party costs, Payable | 0 | 0 | 19 | |||
Expensed Reimbursement Of Operating Expenses [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | 49 | 63 | 146 | 194 | ||
Related-party costs, Payable | 0 | 0 | 27 | |||
Expensed Property Management Fees [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | 99 | 149 | 319 | 500 | ||
Related-party costs, Payable | 2 | 2 | 3 | |||
Expensed Disposition Fees [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | 0 | 0 | 115 | 525 | ||
Related-party costs, Payable | 0 | 0 | 0 | |||
Expensed Guaranty Fees [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | [1] | 0 | 0 | 0 | 1 | |
Related-party costs, Payable | [1] | 0 | 0 | 0 | ||
Capitalized Acquisition Fees [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | 0 | 0 | 273 | 0 | ||
Related-party costs, Payable | 0 | 0 | 0 | |||
Capitalized Leasing Fees [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | 49 | 28 | 152 | 94 | ||
Related-party costs, Payable | 0 | 0 | 0 | |||
Capitalized Legal Leasing Fees [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | 12 | 41 | 45 | 97 | ||
Related-party costs, Payable | 0 | 0 | 0 | |||
Capitalized Construction Management Fees [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | 0 | 1 | 2 | 16 | ||
Related-party costs, Payable | 0 | 0 | 0 | |||
Expensed [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | 421 | 663 | 1,357 | 2,233 | ||
Related-party costs, Payable | 2 | 2 | 49 | |||
Capitalized [Member] | ||||||
Summarized below are the related-party transactions | ||||||
Related-party costs, Incurred | 61 | $ 70 | 472 | $ 207 | ||
Related-party costs, Payable | $ 0 | $ 0 | $ 0 | |||
[1] | Guaranty fees were paid by the Company to its prior advisor, TNP Strategic Retail Advisor, LLC. |
RELATED PARTY TRANSACTIONS (D53
RELATED PARTY TRANSACTIONS (Details) (Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Aug. 04, 2014 | Jul. 09, 2013 | |
SGO Retail Acquisition Venture LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 100,000 | $ 100,000 | $ 400,000 | $ 200,000 | |||
SGO MN Retail Acquisition Venture LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 300,000 | $ 800,000 | |||||
Advisor Fees [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Company pays Advisor an acquisition fee for cost of investments acquired | 1.00% | ||||||
Financing Coordination Fee, percentage | 1.00% | ||||||
Company pays Advisor a monthly asset management fee on all real estate investments | 0.60% | ||||||
Percentage of Average Invested Assets | 2.00% | ||||||
Percent of Net Income | 25.00% | ||||||
Advisor or its affiliates also will be paid disposition fees of a customary and competitive real estate commission | 50.00% | ||||||
SRT Manager [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 8.33% | 8.33% | 12.00% | ||||
Full Redemption Amount Paid | $ 2,100,000 | ||||||
Property Management Fee, Percent Fee | 4.00% | ||||||
Construction Management Fee, percentage | 5.00% | ||||||
Minimum [Member] | Advisor Fees [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Asset Management Fees | $ 250,000 | ||||||
Maximum [Member] | Advisor Fees [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Advisor or its affiliates also will be paid disposition fees of the contract price | 3.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Pinehurst [Member] - Subsequent Event [Member] $ in Millions | Oct. 27, 2016USD ($)ft² |
Subsequent Event [Line Items] | |
Square Feet of Retail Space | ft² | 114,000 |
Sales Price | $ | $ 19.2 |