NOTES PAYABLE | NOTES PAYABLE, NET As of June 30, 2017 and December 31, 2016 , the Company’s notes payable, net consisted of the following (amounts in thousands): Principal Balance Interest Rates At June 30, 2017 December 31, 2016 June 30, 2017 Line of credit (1) $ 19,967 $ 11,150 3.58 % Secured term loans 24,054 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) (179 ) (323 ) n/a $ 63,042 $ 54,304 (1) The Company’s line of credit is a revolving credit facility with an initial maximum aggregate commitment of $30.0 million (the “Facility Amount”). Effective February 15, 2017, the Company’s line of credit 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 the lender an unused commitment fee, quarterly in arrears, which will accrue at 0.30% per annum, if the usage under the the Company’s line of credit is less than or equal to 50% of the line of credit amount, and 0.20% per annum if the usage under the Company’s line of credit is greater than 50% of the line of credit amount. The Company is providing a guaranty of all of its obligations under the Company’s line of credit and all other loan documents. As of June 30, 2017 , the Company’s line of credit was secured by Topaz Marketplace, 8 Octavia Street, 400 Grove Street, the Fulton Shops, 450 Hayes, 388 Fulton, and Silver Lake. For information regarding recent draws under the Company’s line of credit, see “– Recent Financing Transactions The Company’s Line of Credit” 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 both the three months ended June 30, 2017 and 2016 , the Company incurred and expensed approximately $0.5 million of interest costs, which included the amortization of deferred financing costs of approximately $0.1 million for each period. Also during both the three months ended June 30, 2017 and 2016 , the Company incurred and capitalized approximately $0.9 million of interest expense related to the variable interest entities, which included the amortization of deferred financing costs of approximately $0.2 million for each period. During both the six months ended June 30, 2017 and 2016 , the Company incurred and expensed approximately $1.1 million of interest costs, which included the amortization of deferred financing costs of approximately $0.3 million and $0.2 million , respectively, for each period. Also during the six months ended June 30, 2017 and 2016 , the Company incurred and capitalized approximately $1.6 million and $1.2 million , respectively, of interest expense related to the variable interest entities, which included the amortization of deferred financing costs of approximately $0.3 million for each period. As of both June 30, 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 . The following is a schedule of future principal payments for all of the Company’s notes payable outstanding as of June 30, 2017 (amounts in thousands): Remainder of 2017 $ 19,426 2018 473 2019 23,355 2020 19,967 Total (1) $ 63,221 (1) Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $0.2 million deferred financing costs, net. Recent Financing Transactions Line of Credit During the six months ended June 30, 2017 and 2016 , the following transactions occurred under the Company’s line of credit: Six months ended June 30, 2017 : • 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 Company’s line of credit. • 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 Company’s line of credit. • On March 29, 2017, the Company drew $1.0 million and used the proceeds for working capital. • On April 17, 2017, the Company consummated the disposition of Woodland West Marketplace, located in Arlington, Texas, for a sales price of approximately $14.6 million in cash, $13.7 million of which was used to pay down the Company’s line of credit. • On June 28, 2017, the Company drew $1.3 million and used the proceeds for working capital. Six months ended June 30, 2016 : • On March 7, 2016, the Company drew $6.0 million and used the proceeds to invest in the Wilshire Joint Venture. • On June 9, 2016, the Company drew $7.5 million and used the majority of the proceeds to acquire 8 Octavia and 400 Grove. 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”). 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 Company plans to exercise the remaining option to extend the loan for an additional six months. 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”). 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 Company negotiated a nine month extension of the term on July 27, 2017. The new maturity date is April 27, 2018 . 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. |