Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Strategic Realty Trust, Inc. | |
Entity Central Index Key | 1,446,371 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,906,370 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | ||
Investments in real estate | ||||
Land | $ 22,365 | $ 15,510 | ||
Building and improvements | 57,395 | 47,810 | ||
Tenant improvements | 2,926 | 2,307 | ||
Investments in real estate, gross | 82,686 | 65,627 | ||
Accumulated depreciation | (8,770) | (8,163) | ||
Investments in real estate, net | 73,916 | 57,464 | ||
Properties under development and development costs | ||||
Land | 25,851 | 25,851 | ||
Buildings | 597 | 601 | ||
Development costs | 5,645 | 4,377 | ||
Properties under development and development costs | 32,093 | 30,829 | ||
Cash and cash equivalents | 3,030 | 3,130 | ||
Restricted cash | 3,867 | 4,728 | ||
Prepaid expenses and other assets, net | 283 | 1,070 | ||
Tenant receivables, net of $72 and $38 bad debt reserve | 912 | 1,269 | ||
Investments in unconsolidated joint ventures | 2,795 | 4,761 | ||
Lease intangibles, net | 4,616 | 3,825 | ||
Assets held for sale | 11,697 | 24,157 | ||
Deferred financing costs, net | 1,486 | 264 | ||
TOTAL ASSETS (1) | 134,695 | [1] | 131,497 | |
LIABILITIES | ||||
Notes payable, net | [2] | 61,734 | 54,304 | |
Accounts payable and accrued expenses | 1,888 | 2,955 | ||
Amounts due to affiliates | 114 | 111 | ||
Other liabilities | 585 | 461 | ||
Liabilities related to assets held for sale | 14,116 | 22,182 | ||
Below-market lease liabilities, net | 3,061 | 3,049 | ||
Deferred gain on sale of properties to unconsolidated joint venture | 668 | 1,202 | ||
TOTAL LIABILITIES (1) | 82,166 | 84,264 | ||
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; 10,906,370 and 10,938,245 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 111 | 111 | ||
Additional paid-in capital | 95,829 | 96,032 | ||
Accumulated deficit | (45,382) | (50,676) | ||
Total stockholders’ equity | 50,558 | 45,467 | ||
Non-controlling interests | 1,971 | 1,766 | ||
TOTAL EQUITY | 52,529 | 47,233 | ||
TOTAL LIABILITIES AND EQUITY | 134,695 | 131,497 | ||
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Properties under development and development costs | ||||
Land | 25,851 | 25,851 | ||
Buildings | 597 | 601 | ||
Development costs | 5,645 | 4,377 | ||
Properties under development and development costs | 32,093 | 30,829 | ||
Cash and cash equivalents | 317 | 334 | ||
Restricted cash | 1,956 | 1,666 | ||
Prepaid expenses and other assets, net | 19 | 14 | ||
Tenant receivables, net of $72 and $38 bad debt reserve | 0 | 1 | ||
TOTAL ASSETS (1) | [3] | 34,385 | 32,844 | |
LIABILITIES | ||||
Notes payable, net | [4] | 19,106 | 19,103 | |
Accounts payable and accrued expenses | 432 | 806 | ||
Amounts due to affiliates | 9 | 9 | ||
Other liabilities | 27 | 27 | ||
TOTAL LIABILITIES (1) | $ 19,574 | $ 19,945 | ||
[1] | As of March 31, 2017 and December 31, 2016, includes approximately $34.4 million and $32.8 million, respectively, of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and approximately $19.6 million and $19.9 million, respectively, of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. Refer to Note 5. “Variable Interest Entities”. | |||
[2] | The carrying value of the Company’s notes payable represents the outstanding principal as of March 31, 2017, and December 31, 2016. The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.3 million as a contra-liability, as of both March 31, 2017 and December 31, 2016. | |||
[3] | 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. | |||
[4] | ncludes reclassification of approximately $0.1 million, respectively, of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the consolidated joint ventures are not guaranteed by the Company. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 10,906,370 | 10,938,245 |
Common stock, shares outstanding | 10,906,370 | 10,938,245 |
Bad debt reserve | $ 72 | $ 38 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Rental and reimbursements | $ 2,640 | $ 2,708 |
Expense: | ||
Operating and maintenance | 946 | 945 |
General and administrative | 495 | 482 |
Depreciation and amortization | 962 | 870 |
Transaction expense | 82 | 4 |
Interest expense | 575 | 600 |
Total expense | 3,060 | 2,901 |
Operating loss | (420) | (193) |
Other income (loss): | ||
Equity in income of unconsolidated joint ventures | 32 | 26 |
Net gain on disposal of real estate | 6,586 | 8 |
Income (loss) before income taxes | 6,198 | (159) |
Income taxes | (19) | 94 |
Net income (loss) | 6,179 | (65) |
Net income (loss) attributable to non-controlling interests | 230 | (2) |
Net income (loss) attributable to common stockholders | $ 5,949 | $ (63) |
Earnings (loss) per common share - basic and diluted | $ 0.54 | $ (0.01) |
Weighted average shares outstanding used to calculate earnings (loss) per common share - basic and diluted | 10,937,451 | 11,037,189 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF EQUITY - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interests | Total Stockholders' Equity |
BALANCE at Dec. 31, 2016 | $ 47,233 | $ 111 | $ 96,032 | $ (50,676) | $ 1,766 | $ 45,467 |
BALANCE (in shares) at Dec. 31, 2016 | 10,938,245 | |||||
Redemption of common shares (in shares) | (31,875) | |||||
Redemption of common shares, value | (203) | $ 0 | (203) | 0 | 0 | (203) |
Quarterly distributions | (680) | $ 0 | 0 | (655) | (25) | (655) |
Stock Dividends, Shares | 0 | |||||
Net income (loss) | 6,179 | $ 0 | 0 | 5,949 | 230 | 5,949 |
BALANCE at Mar. 31, 2017 | $ 52,529 | $ 111 | $ 95,829 | $ (45,382) | $ 1,971 | $ 50,558 |
BALANCE (in shares) at Mar. 31, 2017 | 10,906,370 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 6,179 | $ (65) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Net gain on disposal of real estate | (6,586) | (8) |
Equity in income of unconsolidated joint ventures | (32) | (26) |
Straight-line rent | (22) | (26) |
Amortization of deferred costs | 114 | 120 |
Depreciation and amortization | 962 | 870 |
Amortization of above and below-market leases | (63) | (47) |
Bad debt expense | 33 | 3 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 787 | 189 |
Tenant receivables | 339 | 476 |
Accounts payable and accrued expenses | (692) | (257) |
Amounts due to affiliates | 3 | 135 |
Other liabilities | 124 | (116) |
Net change in restricted cash for operational expenditures | 850 | 166 |
Net cash provided by operating activities | 1,996 | 1,414 |
Cash flows from investing activities: | ||
Net proceeds from the sale of real estate | 18,543 | 9 |
Acquisition of real estate | (17,783) | 0 |
Investment in properties under development and development costs | (1,437) | (26,949) |
Improvements, capital expenditures, and leasing costs | (383) | (42) |
Distributions from unconsolidated joint ventures | 1,998 | 283 |
Net change in restricted cash from investments in consolidated variable interest entities | (291) | (3,458) |
Net change in restricted cash for capital expenditures | 302 | (40) |
Net cash provided by (used in) investing activities | 949 | (30,197) |
Cash flows from financing activities: | ||
Redemption of common shares | (203) | (202) |
Quarterly distributions | (681) | (688) |
Proceeds from notes payable | 27,400 | 25,200 |
Repayment of notes payable | (28,050) | (194) |
Payment of loan fees from investments in consolidated variable interest entities | (197) | (712) |
Payment of loan fees and financing costs | (1,314) | 0 |
Net cash provided by (used in) financing activities | (3,045) | 23,404 |
Net decrease in cash and cash equivalents | (100) | (5,379) |
Cash and cash equivalents – beginning of period | 3,130 | 8,793 |
Cash and cash equivalents – end of period | 3,030 | 3,414 |
Supplemental disclosure of non-cash investing and financing activities and other cash flow information: | ||
Distributions declared but not paid | 680 | 0 |
Change in accrued liabilities capitalized to investment in development | (377) | |
Change in accrued liabilities capitalized to investment in development | 331 | |
Change to accrued mortgage note payable interest capitalized to investment in development | 3 | 0 |
Amortization of deferred loan fees capitalized to investment in development | 201 | 85 |
Cash paid for interest, net of amounts capitalized | $ 442 | $ 490 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Mar. 31, 2017 | |
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 Offering to the OP as a capital contribution. The Company is the sole general partner of the OP. As of both March 31, 2017 and December 31, 2016 , the Company owned 96.3% of the limited partnership interests 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 March 31, 2017 , in addition to the development projects, the Company’s portfolio of properties was comprised of 13 properties, including one property held for sale, with approximately 601,000 rentable square feet of retail space located in five states. As of March 31, 2017 , the rentable space at the Company’s retail properties was 89% leased. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
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”) 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 condensed 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 March 31, 2017 and December 31, 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 March 31, 2017 and December 31, 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. Investments in Real Estate In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”) that clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. The Company elected to early adopt ASU 2017-01 for the reporting period beginning January 1, 2017. As a result of adopting ASU 2017-01, the Company’s acquisitions of properties beginning January 1, 2017, were evaluated under the new guidance. The acquisitions occurring during 2017 were determined to be asset acquisitions, as they did not meet the revised definition of a business. Evaluation of business combination or asset acquisition: The Company evaluates each acquisition of real estate to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted for as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business: • Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or • The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction). An acquired process is considered substantive if: • The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce), that is skilled, knowledgeable, and experienced in performing the process; • The process cannot be replaced without significant cost, effort, or delay; or • The process is considered unique or scarce. Generally, the Company expects that acquisitions of real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets), or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. In asset acquisitions, the purchase consideration, including acquisition costs, is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain. Depreciation and amortization is computed using a straight-line method over the estimated useful lives of the assets as follows: Years Buildings and improvements 5 - 30 years Tenant improvements 1 - 36 years Tenant improvement costs recorded as capital assets are depreciated over the tenant’s remaining lease term, which the Company has determined approximates the useful life of the improvement. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Significant renovations and improvements that improve or extend the useful lives of assets are capitalized. Acquisition costs related to asset acquisitions are capitalized in the condensed consolidated balance sheets. For acquisitions of real estate prior to the adoption of ASU 2017-01, which were generally accounted for as business combinations, the Company recognized the assets acquired (including the intangible value of acquired above- or below-market leases, acquired in-place leases and other intangible assets or liabilities) at fair value as of the acquisition date. Acquisition costs related to the business combinations were expensed as incurred. Reclassifications Certain prior period amounts have been reclassified to conform with current period’s presentation. The reclassifications had no effect on the Company’s consolidated financial condition, results of operations, or cash flows. Recent Accounting Pronouncements The FASB issued the following ASUs which could have potential impact to the Company’s condensed consolidated financial statements: In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which amends (Topic 230), Statement of Cash Flows (“ASU 2016-18”) . ASU 2016-18 requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents, and restricted cash or restricted cash equivalents. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. ASU 2016-18 will require adoption using a retrospective transition method. The adoption will not have a material effect on the Company’s condensed consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810), Interests Held through related Parties That Are under Common Control (“ASU 2016-17”). ASU 2016-17 changes how a reporting entity that is a single decision maker of a variable interest entity should treat indirect interest in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that variable interest entity. ASU 2016-17 is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted, including adoption in an interim period. ASU 2016-17 will require adoption using the retrospective transition method beginning with the fiscal year in which the amendments in ASU No. 2015-02 were initially applied. The Company adopted ASU 2016-17 beginning January 1, 2017. The adoption of ASU 2016-17 had no impact on the Company’s condensed 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 condensed 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. As the Company’s revenues are primarily generated through leasing arrangements, which are scoped out of this standard, the Company does not expect the adoption of ASU 2014-09 to have a significant impact on its financial statements. |
REAL ESTATE INVESTMENTS
REAL ESTATE INVESTMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate Investments, Net [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS Acquisition of Properties On January 4, 2017, the Company purchased certain property located in the Hayes Valley neighborhood at 388 Fulton Street in San Francisco, California (“388 Fulton”). The seller was not affiliated with the Company or the Advisor. 388 Fulton is comprised of two leased commercial condominiums with an aggregate of 3,110 square feet of retail space. The aggregate purchase price of 388 Fulton was approximately $4.2 million , subject to customary closing costs and proration adjustments. The Company drew down $4.0 million on its credit facility with KeyBank to fund this acquisition. On January 11, 2017, the Company purchased certain property located in the Silver Lake neighborhood of Los Angeles, California (“Silver Lake”). The seller was not affiliated with the Company or the Advisor. Silver Lake is comprised of two boutique retail buildings totaling approximately 10,497 square feet of retail space. The aggregate purchase price of Silver Lake was approximately $13.3 million subject to customary closing costs and proration adjustments. The Company drew down $11.0 million on its credit facility with KeyBank to fund this acquisition. The Company evaluated the above transactions under the new framework pursuant to ASU 2017-01, which the Company early-adopted effective January 1, 2017. Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions. Refer to Note 2. “Summary of Significant Accounting Policies” for further details. Accordingly, the Company accounted for the purchases of Silver Lake and 388 Fulton as asset acquisitions and allocated the total cash consideration to the individual assets and liabilities acquired on a relative fair value basis. For the three months ended March 31, 2017 , the Company incurred $0.3 million of acquisition-related costs. These costs were capitalized and allocated to land and buildings acquired on a relative fair value basis. 2017 Sale of Properties On January 6, 2017, the Company consummated the disposition of Pinehurst Square East, located in Bismarck, North Dakota, for a sales price of approximately $19.2 million in cash. The Company used the net proceeds from the sale of Pinehurst Square East to repay $18.4 million of the outstanding balance on its credit facility with KeyBank. 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 Pinehurst Square East resulted in a gain of $6.1 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 $8 thousand and $0.2 million for the three months ended March 31, 2017 and 2016 , respectively, related to Pinehurst Square East. Pro Forma Financial Information The pro forma financial information below is based upon the Company’s historical condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016 , adjusted to give effect to the above sale transaction as if it had been completed at the beginning of 2017 and 2016, respectively. The pro forma financial information is presented for information purposes only, and may not be indicative of what actual results of operations would have been had the transaction occurred at the beginning of 2017 and 2016, respectively, nor does it purport to represent results of operations for future periods (amounts in thousands): (Pro Forma) Three Months Ended March 31, 2017 2016 Rental and reimbursement revenues $ 2,591 $ 2,216 Net income 6,170 5,750 Net income attributable to common stockholders 5,940 5,533 Net income attributable to common shares - basic and diluted $ 0.54 $ 0.50 Assets Held for Sale and Liabilities Related to Assets Held for Sale At March 31, 2017 , Woodland West Marketplace, located in Arlington, Texas, was classified as held for sale in the condensed consolidated balance sheet. Since the sale of this property does not represent a strategic shift that will have a major effect on the Company’s operations and financial results, the results of operations of this property were not reported as discontinued operations on the Company’s financial statements. On April 17, 2017, the Company consummated the disposition of Woodland West Marketplace for a sales price of approximately $14.6 million and used the net proceeds from the sale to repay a portion of the outstanding balance on its credit facility with KeyBank. The Company’s condensed consolidated statements of operations include net operating income of approximately $0.1 million for the three months ended March 31, 2017 , and operating loss of $32 thousand for the three months ended March 31, 2016 , respectively, related to the assets held for sale. The major classes of assets and liabilities related to assets held for sale included in the condensed consolidated balance sheets are as follows (amounts in thousands): March 31, December 31, 2017 2016 ASSETS Investments in real estate Land $ 2,449 $ 5,718 Building and improvements 10,132 20,261 Tenant improvements 668 1,283 13,249 27,262 Accumulated depreciation (2,274 ) (4,257 ) Investments in real estate, net 10,975 23,005 Tenant receivables, net 89 135 Lease intangibles, net 633 1,017 Assets held for sale $ 11,697 $ 24,157 LIABILITIES Notes payable $ 13,731 $ 21,783 Below-market lease intangibles, net 385 399 Liabilities related to assets held for sale $ 14,116 $ 22,182 Amounts above are being presented at their carrying value, which the Company believes to be lower than their estimated fair value less costs to sell. |
INVESTMENTS IN UNCONSOLIDATED J
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES The following table summarizes the Company’s investments in unconsolidated joint ventures as of March 31, 2017 , and December 31, 2016 (amounts in thousands): Ownership Interest Investment Joint Venture Date of Investment March 31, December 31, March 31, December 31, SGO Retail Acquisitions Venture, LLC 3/11/2015 19 % 19 % $ 1,081 $ 3,052 SGO MN Retail Acquisitions Venture, LLC 9/30/2015 10 % 10 % 1,714 1,709 Total $ 2,795 $ 4,761 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 March 31, 2017 and December 31, 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 | 3 Months Ended |
Mar. 31, 2017 | |
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) the Gelson’s Joint Venture and (ii) the 3032 Wilshire Joint Venture (both as defined below). The Company has consolidated the accounts of these variable interest entities. 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 contributed cash in an amount up to $7.0 million in initial capital contributions and has agreed to contribute $0.7 million in subsequent capital contributions to the Gelson’s Joint Venture. In May 2016, the Company made an additional capital contribution of $0.2 million to the Gelson’s Joint Venture. In January 2017, the Company made another capital contribution of $0.8 million 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 manages and conducts 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 are generally 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 is in the process of redeveloping and repositioning, and intends to re-lease the Wilshire Property. On March 7, 2016, the Company contributed $5.7 million to the Wilshire Joint Venture. In May 2016, the Company made an additional capital contribution of $0.3 million to the Wilshire Joint Venture. In January 2017 and February 2017, the Company made two additional contributions of $0.3 million and $0.6 million , respectively, 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 is repositioning, and intends to re-lease the existing improvements on the property. Pursuant to the Wilshire Joint Venture Agreement, 3032 Wilshire SM manages and conducts 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 are generally 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 March 31, 2017 and December 31, 2016 (amounts in thousands): March 31, 2017 December 31, 2016 ASSETS Properties under development and development costs: Land $ 25,851 $ 25,851 Buildings 597 601 Development costs 5,645 4,377 Properties under development and development costs 32,093 30,829 Restricted cash 1,956 1,666 Cash and cash equivalents 317 334 Prepaid expenses and other assets, net 19 14 Tenant receivables, net — 1 TOTAL ASSETS (1) $ 34,385 $ 32,844 LIABILITIES Notes payable, net (2) $ 19,106 $ 19,103 Accounts payable and accrued expenses 432 806 Amounts due to affiliates 9 9 Other liabilities 27 27 TOTAL LIABILITIES $ 19,574 $ 19,945 (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) As of both March 31, 2017 and December 31, 2016 , includes reclassification of approximately $0.1 million , respectively, 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 , the leases at the Company’s properties have remaining terms (excluding options to extend) of up to 19 years with a weighted-average remaining term (excluding options to extend) of approximately five 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 $0.3 million as of March 31, 2017 and $0.2 million as of December 31, 2016 . As of March 31, 2017 , the future minimum rental income from the Company’s properties under non-cancelable operating leases, was as follows (amounts in thousands): Remainder of 2017 $ 4,575 2018 5,669 2019 5,384 2020 4,944 2021 4,184 Thereafter 14,310 Total $ 39,066 |
LEASE INTANGIBLES AND BELOW-MAR
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES | 3 Months Ended |
Mar. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
ACQUIRED LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES | LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES, NET As of March 31, 2017 and December 31, 2016 , the Company’s acquired lease intangibles and below-market lease liabilities were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities March 31, December 31, March 31, December 31, Cost $ 8,154 $ 7,000 $ (3,953 ) $ (3,904 ) Accumulated amortization (3,538 ) (3,175 ) 892 855 Total $ 4,616 $ 3,825 $ (3,061 ) $ (3,049 ) The Company’s amortization of lease intangibles and below-market lease liabilities for the three months ended March 31, 2017 and 2016 , were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities Three Months Ended Three Months Ended 2017 2016 2017 2016 Amortization $ (371 ) $ (251 ) $ 79 $ 72 |
NOTES PAYABLE, NET
NOTES PAYABLE, NET | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE, NET As of March 31, 2017 and December 31, 2016 , the Company’s notes payable, net, excluding credit facility balances with KeyBank which have been classified as held for sale, consisted of the following (amounts in thousands): Principal Balance Interest Rates At March 31, 2017 December 31, 2016 March 31, 2017 KeyBank credit facility (1) $ 18,668 $ 11,150 1.92 % Secured term loans 24,163 24,277 5.10 % Mortgage loans secured by properties under development (2) 19,200 19,200 9.5% - 10.0% Deferred financing costs, net (3) (297 ) (323 ) n/a $ 61,734 $ 54,304 (1) The KeyBank credit facility is a revolving credit facility with an initial maximum aggregate commitment of $30.0 million (the “Facility Amount”). Effective February 15, 2017, the KeyBank credit facility was refinanced to increase the maximum aggregate commitment under the credit facility from $30.0 million to $60.0 million . The credit facility matures on February 15, 2020 . 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 less than or equal to 50% of the Facility Amount, and 0.20% per annum if the usage under the Amended and Restated 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. As of March 31, 2017 , the KeyBank credit facility was secured by Topaz Marketplace, 8 Octavia Street, 400 Grove Street, the Fulton Shops, 450 Hayes, 388 Fulton, Silver Lake and Woodland West Marketplace. For information regarding recent draws under the Key Bank Credit Facility, see “– Recent Financing Transactions KeyBank Credit Facility” below. (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. During the three months ended March 31, 2017 and 2016 , the Company incurred and expensed approximately $0.6 million and $0.6 million , respectively, of interest costs, which included the amortization of deferred financing costs of approximately $0.1 million for each period. Also during the three months ended March 31, 2017 and 2016 , the Company incurred and capitalized approximately $0.9 million and $0.3 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 $86 thousand , respectively. As of both March 31, 2017 and December 31, 2016 , interest expense payable was approximately $0.4 million , including an amount related to the variable interest entities of approximately $0.2 million as of March 31, 2017 and December 31, 2016 . The following is a schedule of future principal payments for all of the Company’s notes payable outstanding as of March 31, 2017 (amounts in thousands): Remainder of 2017 $ 19,535 2018 473 2019 23,355 2020 18,668 Total (1) $ 62,031 (1) Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $0.3 million deferred financing costs, net. Recent Financing Transactions KeyBank Credit Facility During the three months ended March 31, 2017 and 2016 , the following transactions occurred under the KeyBank credit facility: • On January 4, 2017, the Company drew $4.0 million and used the proceeds to acquire 388 Fulton. • On January 6, 2017, the Company consummated the disposition of Pinehurst Square East, located in Bismarck, North Dakota, for a sales price of approximately $19.2 million in cash, $18.4 million of which was used to pay down the KeyBank credit facility. • On January 11, 2017, the Company drew $11.0 million and used the proceeds to acquire Silver Lake. • On January 27, 2017, the Company drew $1.0 million and used the proceeds for working capital. • On February 28, 2017, the Company drew $9.8 million and used the proceeds to pay off the mortgage loan related to Woodland West Marketplace. • On February 28, 2017, the Company drew $0.6 million and used the proceeds to pay certain costs for the refinancing of the KeyBank credit facility. • On March 29, 2017, the Company drew $1.0 million and used the proceeds for working capital. • On March 7, 2016, the Company drew $6.0 million and used the proceeds to invest in the Wilshire Joint Venture. 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, 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 was scheduled to mature on March 7, 2017, with an option for two additional six-month periods, subject to certain conditions as stated in the loan agreement. All conditions to extensions were met, and on March 7, 2017, the Company exercised the option to extend the loan for six months. The new maturity date is September 7, 2017 . 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 and the acquisition of the Gelson’s Property, 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 was scheduled to mature 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. Those conditions were not met, but the Company negotiated a six month extension of the term on January 27, 2017. The new maturity date is July 27, 2017. 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 as of March 31, 2017 and December 31, 2016 (amounts in thousands): Carrying Value (1) Fair Value (1) (2) March 31, December 31, March 31, December 31, Notes payable, net $ 61,734 $ 54,304 $ 61,906 $ 54,781 (1) The carrying value of the Company’s notes payable represents the outstanding principal as of March 31, 2017 , and December 31, 2016 . The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.3 million as a contra-liability, as of both March 31, 2017 and December 31, 2016 . (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. As part of the Company’s ongoing evaluation of the Company’s real estate portfolio, the Company estimates the fair value of its investments in real estate by obtaining outside independent appraisals on all of the properties. The appraised values are compared with the carrying values of its real estate portfolio to determine if there are indications of impairment. For both the three months ended March 31, 2017 and 2016 , the Company did not record any impairment losses. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
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”). The SRP was subsequently amended on August 7, 2015 and August 10, 2016. 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 months ended March 31, 2017 and 2016 (amounts in thousands, except shares): Three Months Ended 2017 2016 Shares of common stock redeemed 31,875 30,721 Purchase price $ 203 $ 202 Cumulatively, through March 31, 2017 , the Company has redeemed 507,069 shares sold in the Offering and/or its dividend reinvestment plan for $3.9 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 amended 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 plus up to an additional $2.0 million of the Company’s net proceeds from property dispositions, as defined in the amended KeyBank credit facility; 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 three months ended March 31, 2017 and the year ended December 31, 2016 (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 2017 3/31/2017 4/28/2017 $ 0.06 $ 655 $ 25 $ 680 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 Fourth Quarter 2016 12/30/2016 1/31/2017 0.06 656 25 681 Total $ 2,636 $ 101 $ 2,737 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 . 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 months ended March 31, 2017 and 2016 (amounts in thousands, except shares and per share amounts): Three Months Ended March 31, 2017 2016 Numerator - basic and diluted Net income (loss) $ 6,179 $ (65 ) Net income (loss) attributable to non-controlling interests 230 (2 ) Net income (loss) attributable to common shares $ 5,949 $ (63 ) Denominator - basic and diluted Basic weighted average common shares 10,937,451 11,037,189 Common Units (1) — — Diluted weighted average common shares 10,937,451 11,037,189 Earnings (loss) per common share - basic and diluted Net earnings (loss) attributable to common shares $ 0.54 $ (0.01 ) (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 | 3 Months Ended |
Mar. 31, 2017 | |
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 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 March 31, March 31, December 31, Expensed 2017 2016 2017 2016 Acquisition fees $ — $ 2 $ — $ 80 Asset management fees 230 217 79 — Reimbursement of operating expenses 42 50 4 — Property management fees 113 124 31 2 Disposition fees 244 — — 29 Total $ 629 $ 393 $ 114 $ 111 Capitalized Acquisition fees $ 194 $ 273 $ — $ — Leasing fees 57 10 — — Legal leasing fees 27 12 — — Construction management fees — 1 — — Financing coordination fees 707 — — — Total $ 985 $ 296 $ — $ — 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 months ended March 31, 2017 and 2016 , 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 are subject to review and renewal on August 9, 2017. 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. 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 months ended March 31, 2017 and 2016 , the SGO Joint Venture recognized related party fees and reimbursements of $0.1 million and $0.2 million , respectively. For both the three months ended March 31, 2017 and 2016 , the SGO MN Joint Venture recognized related party fees and reimbursements of $0.2 million . 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 condensed 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 | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS Distributions On April 28, 2017, the Company paid a first quarter distribution in the amount of $0.06 per share/unit to common stockholders and holders of common units of record as of March 31, 2017, totaling approximately $ 0.7 million . On May 10, 2017, the Company’s board of directors approved a second quarter distribution in the amount of $0.06 per share/unit to common stockholders and holders of common units of record as of June 30, 2017. The Company expects to pay this distribution by the end of July 2017. Sale of Held for Sale Properties On April 17, 2017, the Company consummated the disposition of Woodland West Marketplace at a sales price of approximately $14.6 million . The Company used the net proceeds from the sale of Woodland West Marketplace to repay a portion of the outstanding balance on the KeyBank Credit Facility. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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”) 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 condensed 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 March 31, 2017 and December 31, 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 March 31, 2017 and December 31, 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. |
Investments in Real Estate | Investments in Real Estate In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”) that clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. The Company elected to early adopt ASU 2017-01 for the reporting period beginning January 1, 2017. As a result of adopting ASU 2017-01, the Company’s acquisitions of properties beginning January 1, 2017, were evaluated under the new guidance. The acquisitions occurring during 2017 were determined to be asset acquisitions, as they did not meet the revised definition of a business. Evaluation of business combination or asset acquisition: The Company evaluates each acquisition of real estate to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted for as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business: • Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or • The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction). An acquired process is considered substantive if: • The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce), that is skilled, knowledgeable, and experienced in performing the process; • The process cannot be replaced without significant cost, effort, or delay; or • The process is considered unique or scarce. Generally, the Company expects that acquisitions of real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets), or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. In asset acquisitions, the purchase consideration, including acquisition costs, is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain. Depreciation and amortization is computed using a straight-line method over the estimated useful lives of the assets as follows: Years Buildings and improvements 5 - 30 years Tenant improvements 1 - 36 years Tenant improvement costs recorded as capital assets are depreciated over the tenant’s remaining lease term, which the Company has determined approximates the useful life of the improvement. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Significant renovations and improvements that improve or extend the useful lives of assets are capitalized. Acquisition costs related to asset acquisitions are capitalized in the condensed consolidated balance sheets. For acquisitions of real estate prior to the adoption of ASU 2017-01, which were generally accounted for as business combinations, the Company recognized the assets acquired (including the intangible value of acquired above- or below-market leases, acquired in-place leases and other intangible assets or liabilities) at fair value as of the acquisition date. Acquisition costs related to the business combinations were expensed as incurred. |
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 consolidated financial condition, results of operations, or cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB issued the following ASUs which could have potential impact to the Company’s condensed consolidated financial statements: In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which amends (Topic 230), Statement of Cash Flows (“ASU 2016-18”) . ASU 2016-18 requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents, and restricted cash or restricted cash equivalents. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. ASU 2016-18 will require adoption using a retrospective transition method. The adoption will not have a material effect on the Company’s condensed consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810), Interests Held through related Parties That Are under Common Control (“ASU 2016-17”). ASU 2016-17 changes how a reporting entity that is a single decision maker of a variable interest entity should treat indirect interest in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that variable interest entity. ASU 2016-17 is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted, including adoption in an interim period. ASU 2016-17 will require adoption using the retrospective transition method beginning with the fiscal year in which the amendments in ASU No. 2015-02 were initially applied. The Company adopted ASU 2016-17 beginning January 1, 2017. The adoption of ASU 2016-17 had no impact on the Company’s condensed 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 condensed 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. As the Company’s revenues are primarily generated through leasing arrangements, which are scoped out of this standard, the Company does not expect the adoption of ASU 2014-09 to have a significant impact on its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |
Investments in Real Estate [Table Text Block] | Depreciation and amortization is computed using a straight-line method over the estimated useful lives of the assets as follows: Years Buildings and improvements 5 - 30 years Tenant improvements 1 - 36 years |
REAL ESTATE INVESTMENTS (Tables
REAL ESTATE INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The pro forma financial information is presented for information purposes only, and may not be indicative of what actual results of operations would have been had the transaction occurred at the beginning of 2017 and 2016, respectively, nor does it purport to represent results of operations for future periods (amounts in thousands): (Pro Forma) Three Months Ended March 31, 2017 2016 Rental and reimbursement revenues $ 2,591 $ 2,216 Net income 6,170 5,750 Net income attributable to common stockholders 5,940 5,533 Net income attributable to common shares - basic and diluted $ 0.54 $ 0.50 |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The major classes of assets and liabilities related to assets held for sale included in the condensed consolidated balance sheets are as follows (amounts in thousands): March 31, December 31, 2017 2016 ASSETS Investments in real estate Land $ 2,449 $ 5,718 Building and improvements 10,132 20,261 Tenant improvements 668 1,283 13,249 27,262 Accumulated depreciation (2,274 ) (4,257 ) Investments in real estate, net 10,975 23,005 Tenant receivables, net 89 135 Lease intangibles, net 633 1,017 Assets held for sale $ 11,697 $ 24,157 LIABILITIES Notes payable $ 13,731 $ 21,783 Below-market lease intangibles, net 385 399 Liabilities related to assets held for sale $ 14,116 $ 22,182 |
INVESTMENTS IN UNCONSOLIDATED24
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 , and December 31, 2016 (amounts in thousands): Ownership Interest Investment Joint Venture Date of Investment March 31, December 31, March 31, December 31, SGO Retail Acquisitions Venture, LLC 3/11/2015 19 % 19 % $ 1,081 $ 3,052 SGO MN Retail Acquisitions Venture, LLC 9/30/2015 10 % 10 % 1,714 1,709 Total $ 2,795 $ 4,761 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 (amounts in thousands): March 31, 2017 December 31, 2016 ASSETS Properties under development and development costs: Land $ 25,851 $ 25,851 Buildings 597 601 Development costs 5,645 4,377 Properties under development and development costs 32,093 30,829 Restricted cash 1,956 1,666 Cash and cash equivalents 317 334 Prepaid expenses and other assets, net 19 14 Tenant receivables, net — 1 TOTAL ASSETS (1) $ 34,385 $ 32,844 LIABILITIES Notes payable, net (2) $ 19,106 $ 19,103 Accounts payable and accrued expenses 432 806 Amounts due to affiliates 9 9 Other liabilities 27 27 TOTAL LIABILITIES $ 19,574 $ 19,945 (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) As of both March 31, 2017 and December 31, 2016 , includes reclassification of approximately $0.1 million , respectively, 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) | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Receivable For Operating Leases | As of March 31, 2017 , the future minimum rental income from the Company’s properties under non-cancelable operating leases, was as follows (amounts in thousands): Remainder of 2017 $ 4,575 2018 5,669 2019 5,384 2020 4,944 2021 4,184 Thereafter 14,310 Total $ 39,066 |
LEASE INTANGIBLES AND BELOW-M27
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Acquired Lease Intangibles and Below Market Lease Liabilities | As of March 31, 2017 and December 31, 2016 , the Company’s acquired lease intangibles and below-market lease liabilities were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities March 31, December 31, March 31, December 31, Cost $ 8,154 $ 7,000 $ (3,953 ) $ (3,904 ) Accumulated amortization (3,538 ) (3,175 ) 892 855 Total $ 4,616 $ 3,825 $ (3,061 ) $ (3,049 ) |
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 months ended March 31, 2017 and 2016 , were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities Three Months Ended Three Months Ended 2017 2016 2017 2016 Amortization $ (371 ) $ (251 ) $ 79 $ 72 |
NOTES PAYABLE, NET (Tables)
NOTES PAYABLE, NET (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule Of Notes Payable | As of March 31, 2017 and December 31, 2016 , the Company’s notes payable, net, excluding credit facility balances with KeyBank which have been classified as held for sale, consisted of the following (amounts in thousands): Principal Balance Interest Rates At March 31, 2017 December 31, 2016 March 31, 2017 KeyBank credit facility (1) $ 18,668 $ 11,150 1.92 % Secured term loans 24,163 24,277 5.10 % Mortgage loans secured by properties under development (2) 19,200 19,200 9.5% - 10.0% Deferred financing costs, net (3) (297 ) (323 ) n/a $ 61,734 $ 54,304 (1) The KeyBank credit facility is a revolving credit facility with an initial maximum aggregate commitment of $30.0 million (the “Facility Amount”). Effective February 15, 2017, the KeyBank credit facility was refinanced to increase the maximum aggregate commitment under the credit facility from $30.0 million to $60.0 million . The credit facility matures on February 15, 2020 . 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 less than or equal to 50% of the Facility Amount, and 0.20% per annum if the usage under the Amended and Restated 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. As of March 31, 2017 , the KeyBank credit facility was secured by Topaz Marketplace, 8 Octavia Street, 400 Grove Street, the Fulton Shops, 450 Hayes, 388 Fulton, Silver Lake and Woodland West Marketplace. For information regarding recent draws under the Key Bank Credit Facility, see “– Recent Financing Transactions KeyBank Credit Facility” below. (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 |
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 March 31, 2017 (amounts in thousands): Remainder of 2017 $ 19,535 2018 473 2019 23,355 2020 18,668 Total (1) $ 62,031 (1) Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $0.3 million deferred financing costs, net. |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Notes Payable | The following table provides the carrying values and fair values of the Company’s notes payable as of March 31, 2017 and December 31, 2016 (amounts in thousands): Carrying Value (1) Fair Value (1) (2) March 31, December 31, March 31, December 31, Notes payable, net $ 61,734 $ 54,304 $ 61,906 $ 54,781 (1) The carrying value of the Company’s notes payable represents the outstanding principal as of March 31, 2017 , and December 31, 2016 . The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.3 million as a contra-liability, as of both March 31, 2017 and December 31, 2016 . (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) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Share Redemption Program | The following table summarizes share redemption activity during the three months ended March 31, 2017 and 2016 (amounts in thousands, except shares): Three Months Ended 2017 2016 Shares of common stock redeemed 31,875 30,721 Purchase price $ 203 $ 202 |
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 three months ended March 31, 2017 and the year ended December 31, 2016 (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 2017 3/31/2017 4/28/2017 $ 0.06 $ 655 $ 25 $ 680 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 Fourth Quarter 2016 12/30/2016 1/31/2017 0.06 656 25 681 Total $ 2,636 $ 101 $ 2,737 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 months ended March 31, 2017 and 2016 (amounts in thousands, except shares and per share amounts): Three Months Ended March 31, 2017 2016 Numerator - basic and diluted Net income (loss) $ 6,179 $ (65 ) Net income (loss) attributable to non-controlling interests 230 (2 ) Net income (loss) attributable to common shares $ 5,949 $ (63 ) Denominator - basic and diluted Basic weighted average common shares 10,937,451 11,037,189 Common Units (1) — — Diluted weighted average common shares 10,937,451 11,037,189 Earnings (loss) per common share - basic and diluted Net earnings (loss) attributable to common shares $ 0.54 $ (0.01 ) (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) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, March 31, December 31, Expensed 2017 2016 2017 2016 Acquisition fees $ — $ 2 $ — $ 80 Asset management fees 230 217 79 — Reimbursement of operating expenses 42 50 4 — Property management fees 113 124 31 2 Disposition fees 244 — — 29 Total $ 629 $ 393 $ 114 $ 111 Capitalized Acquisition fees $ 194 $ 273 $ — $ — Leasing fees 57 10 — — Legal leasing fees 27 12 — — Construction management fees — 1 — — Financing coordination fees 707 — — — Total $ 985 $ 296 $ — $ — |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Textual) - ft² ft² in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Real Estate Properties [Line Items] | ||
Partnership Interest Ownership Percentage | 96.30% | 96.30% |
Number of Real Estate Properties | 13 | |
Net Rentable Area | 601 | |
Number of States in which Entity Operates | 5 | |
Percent of Real Estate Properties Leased | 89.00% | |
Held-for-sale [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Real Estate Properties | 1 |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Investments in Real Estate (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Building and Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Building and Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Tenant Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Tenant Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 36 years |
REAL ESTATE INVESTMENTS ACQUISI
REAL ESTATE INVESTMENTS ACQUISITIONS (Details) $ in Thousands | Mar. 29, 2017USD ($) | Feb. 28, 2017USD ($) | Jan. 27, 2017USD ($) | Jan. 11, 2017USD ($)ft² | Jan. 04, 2017USD ($)ft² | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||||
Payments to Acquire Real Estate | $ 17,783 | $ 0 | |||||
Business Combination, Acquisition Related Costs | $ 300 | ||||||
388 Fulton [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Square Feet of Retail Space | ft² | 3,110 | ||||||
Payments to Acquire Real Estate | $ 4,200 | ||||||
Silver Lake [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Square Feet of Retail Space | ft² | 10,497 | ||||||
Payments to Acquire Real Estate | $ 13,300 | ||||||
Revolving Credit Facility [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from Secured Lines of Credit | $ 1,000 | $ 600 | $ 1,000 | ||||
Revolving Credit Facility [Member] | 388 Fulton [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from Secured Lines of Credit | $ 4,000 | ||||||
Revolving Credit Facility [Member] | Silver Lake [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from Secured Lines of Credit | $ 11,000 |
REAL ESTATE INVESTMENTS DISPOSI
REAL ESTATE INVESTMENTS DISPOSITIONS (Details) - USD ($) $ in Thousands | Jan. 06, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gains (Losses) on Sales of Investment Real Estate | $ 6,586 | $ 8 | |
Operating Income (Loss) | (420) | (193) | |
Pinehurst [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] | |||
Sales Price | $ 19,200 | ||
Operating Income (Loss) | $ 8 | $ 200 | |
Repayments of Lines of Credit | 18,400 | ||
Pinehurst [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 | $ 6,100 |
REAL ESTATE INVESTMENTS PRO FOR
REAL ESTATE INVESTMENTS PRO FORMA INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Rental and reimbursement revenues | $ 2,640 | $ 2,708 |
Net income (loss) | 6,179 | (65) |
Net income (loss) attributable to common stockholders | $ 5,949 | $ (63) |
Earnings (loss) per common share - basic and diluted | $ 0.54 | $ (0.01) |
Pro Forma [Member] | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Rental and reimbursement revenues | $ 2,591 | $ 2,216 |
Net income (loss) | 6,170 | 5,750 |
Net income (loss) attributable to common stockholders | $ 5,940 | $ 5,533 |
Earnings (loss) per common share - basic and diluted | $ 0.54 | $ 0.50 |
REAL ESTATE INVESTMENTS Assets
REAL ESTATE INVESTMENTS Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Apr. 17, 2017 | Dec. 31, 2016 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Operating Income (Loss) | $ (420) | $ (193) | |||
Land | 22,365 | $ 15,510 | |||
Building and improvements | 57,395 | 47,810 | |||
Tenant improvements | 2,926 | 2,307 | |||
Investments in real estate, gross | 82,686 | 65,627 | |||
Accumulated depreciation | (8,770) | (8,163) | |||
Investments in real estate, net | 73,916 | 57,464 | |||
Prepaid expenses and other assets, net | 283 | 1,070 | |||
Tenant receivables, net | 912 | 1,269 | |||
Lease intangibles, net | 4,616 | 3,825 | |||
Deferred financing costs, net | 1,486 | 264 | |||
Assets held for sale | 11,697 | 24,157 | |||
Notes payable | [1] | 61,734 | 54,304 | ||
Below-market lease liabilities, net | 3,061 | 3,049 | |||
Other liabilities | 585 | 461 | |||
Liabilities related to assets held for sale | 14,116 | 22,182 | |||
Held-for-sale [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Land | 2,449 | 5,718 | |||
Building and improvements | 10,132 | 20,261 | |||
Tenant improvements | 668 | 1,283 | |||
Investments in real estate, gross | 13,249 | 27,262 | |||
Accumulated depreciation | (2,274) | (4,257) | |||
Investments in real estate, net | 10,975 | 23,005 | |||
Tenant receivables, net | 89 | 135 | |||
Lease intangibles, net | 633 | 1,017 | |||
Assets held for sale | 11,697 | 24,157 | |||
Notes payable | 13,731 | 21,783 | |||
Below-market lease liabilities, net | 385 | 399 | |||
Liabilities related to assets held for sale | 14,116 | $ 22,182 | |||
Woodland [Member] | Held-for-sale [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Operating Income (Loss) | $ 100 | $ (32) | |||
Subsequent Event [Member] | Woodland [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] | |||||
Sales Price | $ 14,600 | ||||
[1] | The carrying value of the Company’s notes payable represents the outstanding principal as of March 31, 2017, and December 31, 2016. The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.3 million as a contra-liability, as of both March 31, 2017 and December 31, 2016. |
INVESTMENTS IN UNCONSOLIDATED39
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Investment | $ 2,795 | $ 4,761 |
SGO Retail Acquisitions Venture, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership Interest | 19.00% | 19.00% |
Investment | $ 1,081 | $ 3,052 |
SGO MN Retail Acquisitions Venture, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership Interest | 10.00% | 10.00% |
Investment | $ 1,714 | $ 1,709 |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details Textual) $ in Thousands | Mar. 08, 2016USD ($) | Mar. 07, 2016USD ($) | Jan. 28, 2016USD ($)ft² | Jan. 07, 2016USD ($) | Feb. 28, 2017USD ($) | Jan. 31, 2017USD ($) | May 31, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Jan. 05, 2016USD ($) | Dec. 14, 2015USD ($) |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 19 years | ||||||||||
Payments to Acquire Real Estate | $ 17,783 | $ 0 | |||||||||
Gelson’s Development Joint Venture [Member] | |||||||||||
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% | ||||||||||
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 | $ 800 | $ 200 | ||||||||
Sunset Gardner LA, LLC [Member] | |||||||||||
Profit sharing ratio of joint Venture | 50.00% | ||||||||||
Wilshire Joint Venture [Member] | |||||||||||
Payments to Acquire Interest in Joint Venture | $ 5,700 | ||||||||||
Profit sharing ratio of joint Venture | 50.00% | ||||||||||
Deposits Assets, Current | $ 100 | $ 500 | |||||||||
Wilshire Joint Venture [Member] | Subsequent Contributuion [Member] | |||||||||||
Payments to Acquire Interest in Joint Venture | $ 600 | $ 300 | $ 300 | ||||||||
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 | ||||||||||
Wilshire Joint Venture [Member] | Strategic Realty Trust [Member] | |||||||||||
Capital Interest Percentage in Joint Venture | 100.00% | ||||||||||
Profit sharing ratio of joint Venture | 50.00% | ||||||||||
Gelson’s Development Joint Venture [Member] | Strategic Realty Trust [Member] | |||||||||||
Capital Interest Percentage in Joint Venture | 100.00% | ||||||||||
Profit sharing ratio of joint Venture | 50.00% |
VARIABLE INTEREST ENTITIES (D41
VARIABLE INTEREST ENTITIES (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | ||
Properties under development and development costs: | ||||||
Land | $ 25,851,000 | $ 25,851,000 | ||||
Buildings | 597,000 | 601,000 | ||||
Development costs | 5,645,000 | 4,377,000 | ||||
Properties under development and development costs | 32,093,000 | 30,829,000 | ||||
Restricted cash | 3,867,000 | 4,728,000 | ||||
Cash and cash equivalents | 3,030,000 | 3,130,000 | $ 3,414,000 | $ 8,793,000 | ||
Prepaid expenses and other assets, net | 283,000 | 1,070,000 | ||||
Tenant receivables, net | 912,000 | 1,269,000 | ||||
TOTAL ASSETS (1) | 134,695,000 | [1] | 131,497,000 | |||
LIABILITIES | ||||||
Notes payable, net | [2] | 61,734,000 | 54,304,000 | |||
Accounts payable and accrued expenses | 1,888,000 | 2,955,000 | ||||
Amounts due to affiliates | 114,000 | 111,000 | ||||
Other liabilities | 585,000 | 461,000 | ||||
TOTAL LIABILITIES (1) | 82,166,000 | 84,264,000 | ||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||
Properties under development and development costs: | ||||||
Land | 25,851,000 | 25,851,000 | ||||
Buildings | 597,000 | 601,000 | ||||
Development costs | 5,645,000 | 4,377,000 | ||||
Properties under development and development costs | 32,093,000 | 30,829,000 | ||||
Restricted cash | 1,956,000 | 1,666,000 | ||||
Cash and cash equivalents | 317,000 | 334,000 | ||||
Prepaid expenses and other assets, net | 19,000 | 14,000 | ||||
Tenant receivables, net | 0 | 1,000 | ||||
TOTAL ASSETS (1) | [3] | 34,385,000 | 32,844,000 | |||
LIABILITIES | ||||||
Notes payable, net | [4] | 19,106,000 | 19,103,000 | |||
Accounts payable and accrued expenses | 432,000 | 806,000 | ||||
Amounts due to affiliates | 9,000 | 9,000 | ||||
Other liabilities | 27,000 | 27,000 | ||||
TOTAL LIABILITIES (1) | 19,574,000 | 19,945,000 | ||||
Deferred Costs | $ 100,000 | $ 100,000 | ||||
[1] | As of March 31, 2017 and December 31, 2016, includes approximately $34.4 million and $32.8 million, respectively, of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and approximately $19.6 million and $19.9 million, respectively, of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. Refer to Note 5. “Variable Interest Entities”. | |||||
[2] | The carrying value of the Company’s notes payable represents the outstanding principal as of March 31, 2017, and December 31, 2016. The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.3 million as a contra-liability, as of both March 31, 2017 and December 31, 2016. | |||||
[3] | 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. | |||||
[4] | ncludes reclassification of approximately $0.1 million, respectively, of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the consolidated joint ventures are not guaranteed by the Company. |
FUTURE MINIMUM RENTAL INCOME (D
FUTURE MINIMUM RENTAL INCOME (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Leases [Abstract] | ||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 19 years | |
Operating Leases Weighted Average Remaining Term | 5 years | |
Security Deposit | $ 0.3 | $ 0.2 |
FUTURE MINIMUM RENTAL INCOME 43
FUTURE MINIMUM RENTAL INCOME (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
Remainder of 2017 | $ 4,575 |
2,018 | 5,669 |
2,019 | 5,384 |
2,020 | 4,944 |
2,021 | 4,184 |
Thereafter | 14,310 |
Total | $ 39,066 |
LEASE INTANGIBLES AND BELOW-M44
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Lease Intangibles, Cost | $ 8,154 | $ 7,000 |
Lease Intangibles, Accumulated amortization | (3,538) | (3,175) |
Lease intangibles, net | 4,616 | 3,825 |
Below - Market Lease Liabilities, Cost | (3,953) | (3,904) |
Below - Market Lease Liabilities, Accumulated amortization | 892 | 855 |
Below market lease intangibles, net | $ (3,061) | $ (3,049) |
LEASE INTANGIBLES AND BELOW-M45
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES Lease Intangibles Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Amortization [Abstract] | ||
Amortization of Intangible Assets | $ (371) | $ (251) |
Amortization of Below-Market Lease Liabilities | $ 79 | $ 72 |
NOTES PAYABLE, NET (Debt Summar
NOTES PAYABLE, NET (Debt Summary) (Details) - USD ($) | Feb. 15, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||
Notes payable | [1] | $ 61,734,000 | $ 54,304,000 | ||
Interest Expense | 575,000 | $ 600,000 | |||
Amortization of Debt Issuance Costs | 100,000 | 100,000 | |||
Interest Payable | $ 400,000 | 380,022 | |||
Key Bank credit facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | [2] | 1.92% | |||
Long-term Debt, Gross | [2] | $ 18,668,000 | 11,150,000 | ||
Secured term loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.10% | ||||
Long-term Debt, Gross | $ 24,163,000 | 24,277,000 | |||
Accounting Standard Update 2015-03 [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferred Costs | [3] | (297,000) | (323,000) | ||
Buchanan Mortgage Holdings [Member] | Mortgage Loans Secured By Properties Under Development [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | [4] | $ 19,200,000 | 19,200,000 | ||
Buchanan Mortgage Holdings [Member] | Mortgage Loans Secured By Properties Under Development [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 9.50% | |||
Buchanan Mortgage Holdings [Member] | Mortgage Loans Secured By Properties Under Development [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | [4] | 10.00% | |||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Current Borrowing Capacity | $ 60,000,000 | 30,000,000 | |||
Line of Credit Facility, Expiration Date | Feb. 15, 2020 | ||||
Usage Under Credit Facility | 50.00% | ||||
Revolving Credit Facility [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | ||||
Revolving Credit Facility [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | ||||
Gelson’s Development Joint Venture [Member] | Buchanan Mortgage Holdings [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from Loan Originations | $ 10,700,000 | ||||
Wilshire Joint Venture [Member] | Buchanan Mortgage Holdings [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from Loan Originations | 8,500,000 | ||||
Variable Interest Entity, Primary Beneficiary [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferred Costs | 100,000 | 100,000 | |||
Notes payable | [5] | 19,106,000 | 19,103,000 | ||
Interest Costs Capitalized | 900,000 | 300,000 | |||
Amortization of Debt Issuance Costs | 200,000 | $ 86,000 | |||
Interest Payable | $ 200,000 | $ 166,060 | |||
[1] | The carrying value of the Company’s notes payable represents the outstanding principal as of March 31, 2017, and December 31, 2016. The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.3 million as a contra-liability, as of both March 31, 2017 and December 31, 2016. | ||||
[2] | The KeyBank credit facility is a revolving credit facility with an initial maximum aggregate commitment of $30.0 million (the “Facility Amount”). Effective February 15, 2017, the KeyBank credit facility was refinanced to increase the maximum aggregate commitment under the credit facility from $30.0 million to $60.0 million. The credit facility matures on February 15, 2020. 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 less than or equal to 50% of the Facility Amount, and 0.20% per annum if the usage under the Amended and Restated 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. As of March 31, 2017, the KeyBank credit facility was secured by Topaz Marketplace, 8 Octavia Street, 400 Grove Street, the Fulton Shops, 450 Hayes, 388 Fulton, Silver Lake and Woodland West Marketplace. For information regarding recent draws under the Key Bank Credit Facility, see “– Recent Financing Transactions KeyBank Credit Facility” | ||||
[3] | Reclassification of deferred financing costs, net of accumulated amortization, as a contra-liability | ||||
[4] | 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. | ||||
[5] | ncludes reclassification of approximately $0.1 million, respectively, of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the consolidated joint ventures are not guaranteed by the Company. |
NOTES PAYABLE, NET (Future Prin
NOTES PAYABLE, NET (Future Principal Payments) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Schedule of maturities for notes payable outstanding | |||
2,017 | $ 19,535 | ||
2,018 | 473 | ||
2,019 | 23,355 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 18,668 | ||
Total (1) | [1] | 62,031 | |
Accounting Standard Update 2015-03 [Member] | |||
Debt Instrument [Line Items] | |||
Deferred Costs | [2] | $ (297) | $ (323) |
[1] | Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $0.3 million deferred financing costs, net. | ||
[2] | Reclassification of deferred financing costs, net of accumulated amortization, as a contra-liability |
NOTES PAYABLE, NET (Recent Fina
NOTES PAYABLE, NET (Recent Financing Transactions) (Details) - USD ($) $ in Millions | Mar. 29, 2017 | Feb. 28, 2017 | Jan. 27, 2017 | Jan. 11, 2017 | Jan. 04, 2017 | Mar. 07, 2016 | Mar. 31, 2017 | |
Gelson’s Development Joint Venture [Member] | Buchanan Mortgage Holdings [Member] | ||||||||
Notes Payable [Line Items] | ||||||||
Proceeds from Loan Originations | $ 10.7 | |||||||
Debt Instrument, Maturity Date | Jan. 27, 2017 | |||||||
Wilshire Joint Venture [Member] | Buchanan Mortgage Holdings [Member] | ||||||||
Notes Payable [Line Items] | ||||||||
Proceeds from Loan Originations | $ 8.5 | |||||||
Debt Instrument, Maturity Date | Sep. 7, 2017 | |||||||
Revolving Credit Facility [Member] | ||||||||
Notes Payable [Line Items] | ||||||||
Proceeds from Secured Lines of Credit | $ 1 | $ 0.6 | $ 1 | |||||
Revolving Credit Facility [Member] | Variable Interest Entity, Primary Beneficiary [Member] | ||||||||
Notes Payable [Line Items] | ||||||||
Proceeds from Secured Lines of Credit | $ 6 | |||||||
Revolving Credit Facility [Member] | Woodland [Member] | ||||||||
Notes Payable [Line Items] | ||||||||
Proceeds from Secured Lines of Credit | $ 9.8 | |||||||
388 Fulton [Member] | Revolving Credit Facility [Member] | ||||||||
Notes Payable [Line Items] | ||||||||
Proceeds from Secured Lines of Credit | $ 4 | |||||||
Silver Lake [Member] | Revolving Credit Facility [Member] | ||||||||
Notes Payable [Line Items] | ||||||||
Proceeds from Secured Lines of Credit | $ 11 | |||||||
Secured Line Of Credit [Member] | ||||||||
Notes Payable [Line Items] | ||||||||
Interest Rate | [1] | 1.92% | ||||||
Mortgage Loans Secured By Properties Under Development [Member] | Maximum [Member] | Buchanan Mortgage Holdings [Member] | ||||||||
Notes Payable [Line Items] | ||||||||
Interest Rate | [2] | 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% | ||||||
[1] | The KeyBank credit facility is a revolving credit facility with an initial maximum aggregate commitment of $30.0 million (the “Facility Amount”). Effective February 15, 2017, the KeyBank credit facility was refinanced to increase the maximum aggregate commitment under the credit facility from $30.0 million to $60.0 million. The credit facility matures on February 15, 2020. 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 less than or equal to 50% of the Facility Amount, and 0.20% per annum if the usage under the Amended and Restated 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. As of March 31, 2017, the KeyBank credit facility was secured by Topaz Marketplace, 8 Octavia Street, 400 Grove Street, the Fulton Shops, 450 Hayes, 388 Fulton, Silver Lake and Woodland West Marketplace. 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 $8.5 million associated with the Company’s investment in the Gelson’s Joint Venture and the Wilshire Joint Venture, respectively. |
FAIR VALUE DISCLOSURES (Details
FAIR VALUE DISCLOSURES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Notes Payable | |||
Notes payable | [1] | $ 61,734 | $ 54,304 |
Notes Payable, Fair Value | [1],[2] | $ 61,906 | $ 54,781 |
[1] | The carrying value of the Company’s notes payable represents the outstanding principal as of March 31, 2017, and December 31, 2016. The carrying values and fair values of the notes payable include the reclassification of deferred financing costs, net, of approximately $0.3 million as a contra-liability, as of both March 31, 2017 and December 31, 2016. | ||
[2] | The estimated fair value of the notes payable is based upon the indicative market prices of the Company’s notes payable based on prevailing market interest rates. |
FAIR VALUE DISCLOSURES (Detai50
FAIR VALUE DISCLOSURES (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Standard Update 2015-03 [Member] | |||
Deferred Costs | [1] | $ (297) | $ (323) |
[1] | Reclassification of deferred financing costs, net of accumulated amortization, as a contra-liability |
EQUITY (Share Redemption) (Deta
EQUITY (Share Redemption) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||
Stock Redeemed or Called During Period, Value | $ 203 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Stock Redeemed or Called During Period, Shares | 31,875 | 30,721 | |
Stock Redeemed or Called During Period, Value | $ 203 | $ 202 | |
Cumulative stock redeemed to date, shares | 507,069 | ||
Cumulative stock redeemed to date, value | $ 3,900 | ||
Death of a shareholder [Member] | |||
Class of Stock [Line Items] | |||
Additional Shares Authorized for Redemption, Value | $ 500 |
EQUITY (Quarterly Distribution)
EQUITY (Quarterly Distribution) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | |
Dividends [Line Items] | ||||||
Minimum Percentage of Taxable Income Distributed to Shareholders | 90.00% | |||||
Distribution Record Date | Mar. 31, 2017 | Dec. 30, 2016 | Sep. 30, 2016 | Jul. 7, 2016 | Mar. 31, 2016 | |
Dividends Payable, Date to be Paid | Apr. 28, 2017 | Jan. 31, 2017 | Oct. 31, 2016 | Jul. 29, 2016 | Apr. 29, 2016 | |
Common Stock, Dividends, Per Share, Declared | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | |
Total Common Stockholders Distribution | $ 655 | $ 656 | $ 659 | $ 661 | $ 660 | $ 2,636 |
Total Common Unit Holders Distribution | 25 | 25 | 25 | 25 | 26 | 101 |
Total Distribution | $ 680 | $ 681 | $ 684 | $ 686 | $ 686 | $ 2,737 |
Maximum [Member] | ||||||
Dividends [Line Items] | ||||||
Distribution Limit, percentage | 100.00% | |||||
Distribution Limit, value | $ 2,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Numerator - basic and diluted | |||
Net income (loss) | $ 6,179 | $ (65) | |
Net income (loss) attributable to non-controlling interests | 230 | (2) | |
Net income (loss) attributable to common stockholders | $ 5,949 | $ (63) | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 10,937,451 | 11,037,189 | |
Denominator - basic and diluted | |||
Basic weighted average common shares | 10,937,451 | 11,037,189 | |
Common Units (1) | [1] | 0 | 0 |
Diluted weighted average common shares | 10,937,451 | 11,037,189 | |
Earnings (loss) per common share - basic and diluted | |||
Net earnings (loss) attributable to common shares | $ 0.54 | $ (0.01) | |
[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) | 3 Months Ended |
Mar. 31, 2017shares | |
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 | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Expensed Acquisition Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | $ 0 | $ 2 | |
Related-party costs, Payable | 0 | $ 80 | |
Expensed Asset management Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 230 | 217 | |
Related-party costs, Payable | 79 | 0 | |
Expensed Reimbursement Of Operating Expenses [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 42 | 50 | |
Related-party costs, Payable | 4 | 0 | |
Expensed Property Management Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 113 | 124 | |
Related-party costs, Payable | 31 | 2 | |
Expensed Disposition Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 244 | 0 | |
Related-party costs, Payable | 0 | 29 | |
Capitalized Acquisition Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 194 | 273 | |
Related-party costs, Payable | 0 | 0 | |
Capitalized Leasing Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 57 | 10 | |
Related-party costs, Payable | 0 | 0 | |
Capitalized Legal Leasing Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 27 | 12 | |
Related-party costs, Payable | 0 | 0 | |
Capitalized Construction Management Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 0 | 1 | |
Related-party costs, Payable | 0 | 0 | |
Financing Coordination Fees, Capitalized [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 707 | 0 | |
Related-party costs, Payable | 0 | 0 | |
Expensed [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 629 | 393 | |
Related-party costs, Payable | 114 | 111 | |
Capitalized [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 985 | $ 296 | |
Related-party costs, Payable | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (D56
RELATED PARTY TRANSACTIONS (Details) (Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
SGO Retail Acquisition Venture LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 100,000 | $ 200,000 |
SGO MN Retail Acquisition Venture LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 200,000 | $ 234,000 |
Advisor Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Company pays Advisor an acquisition and origination 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] | ||
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) - USD ($) $ / shares in Units, $ in Thousands | May 10, 2017 | Apr. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Apr. 17, 2017 |
Subsequent Event [Line Items] | |||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | ||||
Dividend Distribution To Common Stockholders And Unit Holders | $ 680 | $ 681 | $ 684 | $ 686 | $ 686 | $ 2,737 | |||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.06 | $ 0.06 | |||||||
Dividend Distribution To Common Stockholders And Unit Holders | $ 700 | ||||||||
Subsequent Event [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Woodland [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sales Price | $ 14,600 |