Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 04, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 000-54376 | |
Entity Registrant Name | STRATEGIC REALTY TRUST, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 90-0413866 | |
Entity Address, Address Line One | P.O. Box 5049 | |
Entity Address, City or Town | San Mateo, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94402 | |
City Area Code | 650 | |
Local Phone Number | 343-9300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,774,036 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001446371 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2018 | |||
Document Period End Date | Sep. 30, 2019 | |||
Investments in real estate | ||||
Land | $ 13,536 | $ 15,217 | ||
Building and improvements | 23,732 | 31,697 | ||
Tenant improvements | 1,264 | 1,479 | ||
Investments in real estate, gross | 38,532 | 48,393 | ||
Accumulated depreciation | (3,066) | (3,917) | ||
Investments in real estate, net | 35,466 | 44,476 | ||
Properties under development and development costs | ||||
Land | 25,851 | 25,851 | ||
Buildings | 558 | 570 | ||
Development costs | 17,453 | 13,813 | ||
Properties under development and development costs | 43,862 | 40,234 | ||
Cash, cash equivalents and restricted cash | 3,720 | 3,347 | ||
Prepaid expenses and other assets, net | 151 | 137 | ||
Tenant receivables, net of $40 and $40 bad debt reserve | 666 | 1,084 | ||
Investments in unconsolidated joint ventures | 2,657 | 2,701 | ||
Lease intangibles, net | 1,392 | 1,890 | ||
Assets held for sale | 9,089 | 0 | ||
Deferred financing costs, net | 263 | 736 | ||
TOTAL ASSETS (1) | 97,266 | [1] | 94,605 | |
LIABILITIES | ||||
Notes payable, net | 34,356 | 34,536 | ||
Accounts payable and accrued expenses | 1,447 | 1,224 | ||
Amounts due to affiliates | 9 | 30 | ||
Other liabilities | 230 | 375 | ||
Liabilities related to assets held for sale | 6,703 | 0 | ||
Below-market lease liabilities, net | 312 | 370 | ||
TOTAL LIABILITIES (1) | 43,057 | 36,535 | ||
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; 10,774,036 and 10,863,299 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 110 | 110 | ||
Additional paid-in capital | 94,803 | 95,336 | ||
Accumulated deficit | (41,702) | (38,546) | ||
Total stockholders’ equity | 53,211 | 56,900 | ||
Non-controlling interests | 998 | 1,170 | ||
TOTAL EQUITY | 54,209 | 58,070 | ||
TOTAL LIABILITIES AND EQUITY | 97,266 | 94,605 | ||
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Properties under development and development costs | ||||
Land | 25,851 | 25,851 | ||
Buildings | 558 | 570 | ||
Development costs | 17,453 | 13,813 | ||
Properties under development and development costs | 43,862 | 40,234 | ||
Cash, cash equivalents and restricted cash | 1,132 | 276 | ||
Prepaid expenses and other assets, net | 9 | 9 | ||
Lease intangibles, net | 4 | 4 | ||
TOTAL ASSETS (1) | [2] | 45,007 | 40,523 | |
LIABILITIES | ||||
Notes payable, net | [3] | 15,411 | 17,166 | |
Accounts payable and accrued expenses | 207 | 132 | ||
Amounts due to affiliates | 0 | 8 | ||
Other liabilities | 5 | 9 | ||
TOTAL LIABILITIES (1) | $ 15,623 | $ 17,315 | ||
[1] | As of September 30, 2019 and December 31, 2018 , includes approximately $45.0 million and $40.5 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 $15.6 million and $17.3 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 assets of the Sunset & Gardner Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures. | |||
[3] | As of September 30, 2019 and December 31, 2018 , includes reclassification of approximately $0.6 million and $0.3 million , respectively, of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the Wilshire Joint Venture is partially guaranteed by the Company, refer to Note 8, “Notes Payable, Net”. The notes payable of the Sunset & Gardner Joint Venture is not guaranteed by the Company. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
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 | |
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 | 10,774,036 | 10,863,299 |
Common stock, shares outstanding | 10,774,036 | 10,863,299 |
Bad debt reserve | $ 40 | $ 40 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue: | ||||
Rental and reimbursements | $ 949 | $ 1,516 | $ 2,832 | $ 5,103 |
Expense: | ||||
Operating and maintenance | 327 | 660 | 1,183 | 1,925 |
General and administrative | 444 | 421 | 1,239 | 1,317 |
Depreciation and amortization | 331 | 483 | 1,086 | 1,182 |
Transaction expense | 0 | 7 | 0 | 39 |
Interest expense | 162 | 147 | 481 | 667 |
Total expense | 1,264 | 1,718 | 3,989 | 5,130 |
Operating loss | (315) | (202) | (1,157) | (27) |
Other income (loss): | ||||
Equity in income (loss) of unconsolidated joint ventures | (14) | 290 | (49) | 245 |
Net gain on disposal of real estate | 0 | 1,293 | 13 | 3,741 |
Income (loss) before income taxes | (329) | 1,381 | (1,193) | 3,959 |
Income taxes | 0 | 5 | (44) | (19) |
Net income (loss) | (329) | 1,386 | (1,237) | 3,940 |
Net income (loss) attributable to non-controlling interests | (7) | 29 | (26) | 83 |
Net income (loss) attributable to common stockholders | $ (322) | $ 1,357 | $ (1,211) | $ 3,857 |
Earnings (loss) per common share - basic and diluted | $ (0.03) | $ 0.12 | $ (0.11) | $ 0.35 |
Weighted average shares outstanding used to calculate earnings (loss) per common share - basic and diluted | 10,800,467 | 10,962,529 | 10,833,866 | 10,976,030 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF EQUITY - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interests | Total Stockholders' Equity |
BALANCE at Dec. 31, 2017 | $ 52,518,000 | $ 111,000 | $ 96,097,000 | $ (44,741,000) | $ 1,051,000 | $ 51,467,000 |
BALANCE (in shares) at Dec. 31, 2017 | 10,988,438 | |||||
Stock Issued During Period, Value, Conversion of Units | 0 | |||||
Redemption of common shares, value | (380,000) | $ 0 | (380,000) | 0 | 0 | (380,000) |
Redemption of common shares (in shares) | (61,925) | |||||
Quarterly distributions | (2,015,000) | $ 0 | 0 | (1,973,000) | (42,000) | (1,973,000) |
Stock Dividends, Shares | 0 | |||||
Cumulative effect from change in accounting principle | 668,000 | $ 0 | 0 | 668,000 | 0 | 668,000 |
Net income (loss) | 3,940,000 | 0 | 0 | 3,857,000 | 83,000 | 3,857,000 |
BALANCE at Sep. 30, 2018 | 54,731,000 | $ 111,000 | 95,717,000 | (42,189,000) | 1,092,000 | 53,639,000 |
BALANCE (in shares) at Sep. 30, 2018 | 10,926,513 | |||||
BALANCE at Jun. 30, 2018 | 54,238,000 | $ 111,000 | 95,940,000 | (42,890,000) | 1,077,000 | 53,161,000 |
BALANCE (in shares) at Jun. 30, 2018 | 10,963,416 | |||||
Redemption of common shares, value | (223,000) | $ 0 | (223,000) | 0 | 0 | (223,000) |
Redemption of common shares (in shares) | (36,903) | |||||
Quarterly distributions | (670,000) | $ 0 | 0 | (656,000) | (14,000) | (656,000) |
Stock Dividends, Shares | 0 | |||||
Net income (loss) | 1,386,000 | $ 0 | 0 | 1,357,000 | 29,000 | 1,357,000 |
BALANCE at Sep. 30, 2018 | 54,731,000 | $ 111,000 | 95,717,000 | (42,189,000) | 1,092,000 | 53,639,000 |
BALANCE (in shares) at Sep. 30, 2018 | 10,926,513 | |||||
BALANCE at Dec. 31, 2018 | 58,070,000 | $ 110,000 | 95,336,000 | (38,546,000) | 1,170,000 | 56,900,000 |
BALANCE (in shares) at Dec. 31, 2018 | 10,863,299 | |||||
Stock Issued During Period, Value, Conversion of Units | 0 | $ 0 | 105,000 | 0 | (105,000) | 105,000 |
Stock Issued During Period, Shares, Conversion of Units | 17,719 | |||||
Redemption of common shares, value | (638,000) | $ 0 | (638,000) | 0 | 0 | (638,000) |
Redemption of common shares (in shares) | (106,982) | |||||
Quarterly distributions | (1,986,000) | $ 0 | 0 | (1,945,000) | (41,000) | (1,945,000) |
Stock Dividends, Shares | 0 | |||||
Cumulative effect from change in accounting principle | 0 | |||||
Net income (loss) | (1,237,000) | $ 0 | 0 | (1,211,000) | (26,000) | (1,211,000) |
BALANCE at Sep. 30, 2019 | 54,209,000 | $ 110,000 | 94,803,000 | (41,702,000) | 998,000 | 53,211,000 |
BALANCE (in shares) at Sep. 30, 2019 | 10,774,036 | |||||
BALANCE at Jun. 30, 2019 | 55,460,000 | $ 110,000 | 94,961,000 | (40,734,000) | 1,123,000 | 54,337,000 |
BALANCE (in shares) at Jun. 30, 2019 | 10,801,141 | |||||
Stock Issued During Period, Value, Conversion of Units | 0 | $ 0 | 105,000 | 0 | (105,000) | 105,000 |
Stock Issued During Period, Shares, Conversion of Units | 17,719 | |||||
Redemption of common shares, value | (263,000) | $ 0 | (263,000) | 0 | 0 | (263,000) |
Redemption of common shares (in shares) | (44,824) | |||||
Quarterly distributions | (659,000) | $ 0 | 0 | (646,000) | (13,000) | (646,000) |
Stock Dividends, Shares | 0 | |||||
Net income (loss) | (329,000) | $ 0 | 0 | (322,000) | (7,000) | (322,000) |
BALANCE at Sep. 30, 2019 | $ 54,209,000 | $ 110,000 | $ 94,803,000 | $ (41,702,000) | $ 998,000 | $ 53,211,000 |
BALANCE (in shares) at Sep. 30, 2019 | 10,774,036 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,237) | $ 3,940 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Net gain on disposal of real estate | (13) | (3,741) |
Equity in (income) loss of unconsolidated joint ventures | 49 | (245) |
Straight-line rent | (70) | (109) |
Amortization of deferred costs | 473 | 443 |
Depreciation and amortization | 1,086 | 1,182 |
Amortization of above and below-market leases | (16) | (15) |
Bad debt expense | 293 | 75 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (14) | (72) |
Tenant receivables | 90 | 231 |
Accounts payable and accrued expenses | 155 | 52 |
Amounts due to affiliates | (21) | 3 |
Other liabilities | (145) | (87) |
Net cash provided by operating activities | 630 | 1,657 |
Cash flows from investing activities: | ||
Net proceeds from the sale of real estate | 13 | 9,314 |
Investment in properties under development and development costs | (3,225) | (3,147) |
Improvements, capital expenditures, and leasing costs | (592) | (643) |
Investments in unconsolidated joint ventures | (38) | (191) |
Distributions from unconsolidated joint ventures | 33 | 111 |
Net cash provided by (used in) investing activities | (3,809) | 5,444 |
Cash flows from financing activities: | ||
Redemption of common shares | (638) | (380) |
Quarterly distributions | (1,993) | (2,018) |
Proceeds from notes payable | 18,635 | 15,950 |
Repayment of notes payable | (11,835) | (20,769) |
Payment of loan fees from investments in consolidated variable interest entities | (617) | (559) |
Payment of loan fees and financing costs | 0 | (79) |
Net cash provided by (used in) financing activities | 3,552 | (7,855) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 373 | (754) |
Cash, cash equivalents and restricted cash – beginning of period | 3,347 | 3,902 |
Cash, cash equivalents and restricted cash – end of period | 3,720 | 3,148 |
Supplemental disclosure of non-cash investing and financing activities and other cash flow information: | ||
Distributions declared but not paid | 659 | 670 |
Change in accrued liabilities capitalized to investment in development | 85 | (194) |
Change to accrued mortgage note payable interest capitalized to investment in development | (10) | (85) |
Amortization of deferred loan fees capitalized to investment in development | 328 | 441 |
Conversion of OP units to common shares | 0 | |
Changes in capital improvements, accrued but not paid | 0 | 502 |
Cumulative effect from change in accounting principle | 0 | 668 |
Cash paid for interest, net of amounts capitalized | 33 | 326 |
Additional Paid-in Capital | ||
Cash flows from operating activities: | ||
Net income (loss) | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities and other cash flow information: | ||
Conversion of OP units to common shares | $ 105 | 0 |
Cumulative effect from change in accounting principle | $ 0 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 9 Months Ended |
Sep. 30, 2019 | |
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 every year through 2019. The current term of the Advisory Agreement terminates on August 9, 2020 . 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 September 30, 2019 and December 31, 2018 , the Company owned 98.0% and 97.9% , respectively, 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. The Company has invested directly, and indirectly through joint ventures, in a portfolio of income-producing retail properties located throughout the United States, with a focus on grocery anchored multi-tenant retail centers, including neighborhood, community and lifestyle shopping centers, multi-tenant shopping centers and free standing single-tenant retail properties. During the first quarter of 2016, the Company invested, through joint ventures, in two significant retail projects under development. As of September 30, 2019 , in addition to the development projects, the Company’s portfolio of properties was comprised of 8 properties, including one property held for sale, with approximately 86,000 rentable square feet of retail space located in two states. As of September 30, 2019 , the rentable space at the Company’s retail properties was 90% leased. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying interim unaudited 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 interim 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 September 30, 2019 and December 31, 2018 , the Company held ownership interests in two unconsolidated joint ventures. Refer to Note 4. “Investments in Unconsolidated Joint Ventures” for additional information. As of September 30, 2019 and December 31, 2018 , the Company held variable interests in two variable interest entities and consolidated those entities. Refer to Note 5. “Variable Interest Entities” for additional information. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents represent current bank accounts and other bank deposits free of encumbrances and having maturity dates of three months or less from the respective dates of deposit. The Company limits cash investments to financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk in cash. Restricted cash includes escrow accounts for real property taxes, insurance, capital expenditures and tenant improvements, debt service and leasing costs held by lenders. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets that sum to the total of the same such amounts shown on the consolidated statement of cash flows (amounts in thousands): September 30, 2019 December 31, 2018 Cash and cash equivalents $ 3,026 $ 3,347 Restricted cash 694 — Total cash, cash equivalents, and restricted cash $ 3,720 $ 3,347 Recent Accounting Pronouncements The FASB issued the following Accounting Standards Updates (“ASUs”) which could have potential impact to the Company’s condensed consolidated financial statements: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures upon issuance of ASU 2018-13 and delayed adoption of the additional disclosures until the effective date. The adoption of ASU 2018-13 will not have an impact on the Company’s 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 adoption of ASU 2016-13 will not have an impact on the Company’s condensed consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the consolidated balance sheet and disclose 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 Accounting Standards Codification (“ASC”) 840. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using the modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply under ASC 842. The amendments in this guidance are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted ASU 2016-02 (as amended by subsequent ASUs) effective January 1, 2019, utilizing the practical expedients described in ASU 2018-11. The Company has elected the lessor practical expedient to not separate common area maintenance and reimbursement of real estate taxes from the associated lease for all existing and new leases as the timing and pattern of payments and associated lease payments are the same. The timing of revenue recognition remains the same for the Company’s existing leases and new leases. Revenues related to the Company’s leases continue to be reported on one line in the presentation within the statement of operations as a result of electing this lessor practical expedient. The Company continues to capitalize its direct leasing costs. These costs are incurred as a result of obtaining new leases, and renewing leases, and are paid to the Company’s Advisor. Additionally, the Company is not a lessee of real estate or equipment, as it is externally managed by its Advisor. |
REAL ESTATE INVESTMENTS REAL ES
REAL ESTATE INVESTMENTS REAL ESTATE INVESTMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS Assets Held for Sale and Liabilities Related to Assets Held for Sale At September 30, 2019 , Topaz Marketplace, located in Hesperia, CA, was classified as held for sale in the condensed consolidated balance sheets. 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 in the Company’s condensed consolidated financial statements. Initially, the Company intends to use the net proceeds from the sale of this property to repay a portion of the outstanding balance on its line of credit. The Company’s condensed consolidated statements of operations include net operating income of approximately $0.2 million and $0.1 million for the three months ended September 30, 2019 and 2018 , respectively, and approximately $0.4 million and $0.3 million for the nine months ended September 30, 2019 and 2018 , related to the assets held for sale. There were no assets classified as held for sale at December 31, 2018 . 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): September 30, 2019 ASSETS Investments in real estate Land $ 1,680 Building and improvements 7,966 Tenant improvements 799 10,445 Accumulated depreciation (1,709 ) Investments in real estate, net 8,736 Tenant receivables, net 105 Lease intangibles, net 248 Assets held for sale $ 9,089 LIABILITIES Notes payable $ 6,691 Below-market lease intangibles, net 12 Liabilities related to assets held for sale $ 6,703 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 | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 and December 31, 2018 (amounts in thousands): Ownership Interest Investment Joint Venture Date of Investment September 30, December 31, September 30, December 31, SGO Retail Acquisitions Venture, LLC 3/11/2015 19 % 19 % $ 1,120 $ 1,128 SGO MN Retail Acquisitions Venture, LLC 9/30/2015 10 % 10 % 1,537 1,573 Total $ 2,657 $ 2,701 The Company’s off-balance sheet arrangements consist primarily of investments in the joint ventures as set forth in the table above. The joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint ventures’ debts are secured by a first mortgage, are without recourse to the joint venture members, and do not represent a liability of the members other than carve-out guarantees for certain matters such as environmental conditions, misuse of funds and material misrepresentations. As of September 30, 2019 and December 31, 2018 , the Company has provided carve-out guarantees in connection with the two aforementioned unconsolidated joint ventures; in connection with those carve-out guarantees, the Company has certain rights of recovery from the joint venture members. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 9 Months Ended |
Sep. 30, 2019 | |
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 Sunset & Gardner Joint Venture (formerly known as Gelson’s Joint Venture) and (ii) the 3032 Wilshire Joint Venture. The Company has consolidated the accounts of these variable interest entities. Through September 30, 2019 , post the initial capital contributions, the Company made additional capital contributions totaling approximately $6.1 million and $7.1 million to the Sunset & Gardner Joint Venture and Wilshire Joint Venture, respectively. The following reflects the aggregate assets and liabilities of the Sunset & Gardner Joint Venture and the Wilshire Joint Venture, which were consolidated by the Company, as of September 30, 2019 and December 31, 2018 (amounts in thousands): September 30, December 31, 2019 2018 ASSETS Properties under development and development costs: Land $ 25,851 $ 25,851 Buildings 558 570 Development costs 17,453 13,813 Properties under development and development costs 43,862 40,234 Cash, cash equivalents and restricted cash 1,132 276 Prepaid expenses and other assets, net 9 9 Lease intangibles, net 4 4 TOTAL ASSETS (1) $ 45,007 $ 40,523 LIABILITIES Notes payable, net (2) $ 15,411 $ 17,166 Accounts payable and accrued expenses 207 132 Amounts due to affiliates — 8 Other liabilities 5 9 TOTAL LIABILITIES $ 15,623 $ 17,315 (1) The assets of the Sunset & Gardner Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures. (2) As of September 30, 2019 and December 31, 2018 , includes reclassification of approximately $0.6 million and $0.3 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 Wilshire Joint Venture is partially guaranteed by the Company, refer to Note 8, “Notes Payable, Net”. The notes payable of the Sunset & Gardner Joint Venture is not guaranteed by the Company. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
FUTURE MINIMUM RENTAL INCOME | LEASES Operating Leases The Company’s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of September 30, 2019 , the leases at the Company’s properties, excluding properties classified as held for sale, have remaining terms (excluding options to extend) of up to 12.2 years with a weighted-average remaining term (excluding options to extend) of approximately 6.7 years . The leases may have provisions to extend the lease agreements, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires security deposits from tenants in the form of a cash deposit and/or a letter of credit. Amounts required as security deposits vary depending upon the terms of the respective leases and the creditworthiness of the tenant, but generally are not significant amounts. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash related to tenant leases are included in other liabilities in the accompanying condensed consolidated balance sheets and totaled approximately $0.2 million as of both September 30, 2019 and December 31, 2018 . The following table presents the components of income from real estate operations for the three and nine months ended September 30, 2019 (amounts in thousands): Three Months Ended Nine Months Ended Lease income - operating leases $ 722 $ 2,143 Variable lease income (1) 227 689 Rental and reimbursements income $ 949 $ 2,832 (1) Primarily includes tenant reimbursements for real estate taxes, insurance and common area maintenance. As of September 30, 2019 , the future minimum rental income from the Company’s properties under non-cancelable operating leases, excluding properties classified as held for sale, was as follows (amounts in thousands): Remainder of 2019 $ 497 2020 1,915 2021 1,837 2022 1,850 2023 1,870 Thereafter 7,335 Total $ 15,304 |
LEASE INTANGIBLES AND BELOW-MAR
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES | 9 Months Ended |
Sep. 30, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
ACQUIRED LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES | LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES, NET As of September 30, 2019 and December 31, 2018 , the Company’s acquired lease intangibles and below-market lease liabilities, excluding intangibles and below-market lease liabilities classified as held for sale, were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities September 30, December 31, September 30, December 31, Cost $ 2,477 $ 3,030 $ (493 ) $ (526 ) Accumulated amortization (1,085 ) (1,140 ) 181 156 Total $ 1,392 $ 1,890 $ (312 ) $ (370 ) The Company’s amortization of lease intangibles and below-market lease liabilities for the three and nine months ended September 30, 2019 and 2018 , were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities Three Months Ended Three Months Ended 2019 2018 2019 2018 Amortization $ (80 ) $ (156 ) $ 15 $ 18 Lease Intangibles Below-Market Lease Liabilities Nine Months Ended Nine Months Ended 2019 2018 2019 2018 Amortization $ (258 ) $ (314 ) $ 47 $ 51 |
NOTES PAYABLE, NET
NOTES PAYABLE, NET | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE, NET Line of Credit The Company’s line of credit is a revolving credit facility with an initial maximum aggregate commitment of $30.0 million . 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 credit facility will be either a LIBOR 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 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 September 30, 2019 , the Company’s line of credit had an outstanding principal balance of approximately $18.9 million . This balance excludes approximately $6.7 million , which has been classified as held for sale as of September 30, 2019 . As of December 31, 2018, the Company’s line of credit had an outstanding principal balance of $17.4 million . As of September 30, 2019 and December 31, 2018, the Company’s line of credit was secured by Topaz Marketplace, 8 Octavia Street, 400 Grove Street, the Fulton Shops, 450 Hayes, 388 Fulton, Silver Lake, and The Shops at Turkey Creek. Loans Secured by Properties Under Development On May 7, 2019, the Company refinanced and repaid its current financing (outstanding balance of $8.8 million at the time of refinancing) with a new construction loan from ReadyCap Commercial, LLC (the “Lender”) (the “Wilshire Construction Loan”). As of September 30, 2019 , the Wilshire Construction Loan has a principal balance of approximately $7.3 million , with future funding availability up to a total of approximately $13.9 million , and bears an interest rate of 1-month LIBOR plus an interest margin of 4.25% per annum, payable monthly. The Wilshire Loan is scheduled to mature on May 10, 2022 , with options to extend for two additional twelve-month periods, subject to certain conditions as stated in the loan agreement. The Wilshire Construction Loan is secured by a first Deed of Trust on the property. The Company executed a guaranty that guaranties that the loan interest reserve amounts are kept in compliance with the terms of the loan agreement. The Lender also required that a principal in the upstream owner of the Company’s joint venture partner in the Wilshire Joint Venture (the “Guarantor”), guarantees performance of borrower’s obligations under the loan agreement with respect to the completion of capital improvements to the property. The Company executed an Indemnity Agreement in favor of the Guarantor against liability under that completion guaranty except to the extent caused by gross negligence or willful misconduct, as well as for liabilities incurred under the Environmental Indemnity Agreement executed by the Guarantor in favor of the Lender. The Company used working capital funds of approximately $3.1 million to repay the difference between the new construction loan initial advance and the prior loan, to pay transaction costs, as well as to fund certain required interest and construction reserves. On October 29, 2018, the Company refinanced and repaid its initial financing with a new loan from Lone Oak Fund LLC (the “Sunset & Gardner Loan”). The Sunset & Gardner Loan has a principal balance of approximately $8.7 million , and bears an interest rate of 6.9% per annum. The Sunset & Gardner Loan was scheduled to mature on October 31, 2019 . The Company extended the Sunset & Gardner Loan for an additional twelve month period under the same terms. The new maturity date is October 31, 2020 . The Sunset & Gardner Loan is secured by a first Deed of Trust on the property. The following is a schedule of future principal payments for all of the Company’s notes payable outstanding as of September 30, 2019 (amounts in thousands): Remainder of 2019 $ — 2020 34,335 2021 — 2022 7,284 Total (1) $ 41,619 (1) Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $0.6 million deferred financing costs, net. During the three months ended September 30, 2019 and 2018 , the Company incurred and expensed approximately $0.2 million and $0.1 million of interest costs, respectively, which primarily consisted of amortization of deferred financing costs. Also during the three months ended September 30, 2019 and 2018 , the Company incurred and capitalized approximately $0.7 million and $1.1 million , respectively, of interest expense related to the variable interest entities, which included amortization of deferred financing costs of approximately $0.1 million and $0.2 million , respectively, for each period. During the nine months ended September 30, 2019 , the Company incurred and expensed approximately $0.5 million of interest costs, which primarily consisted of amortization of deferred financing costs. During the nine months ended September 30, 2018 , the Company incurred and expensed approximately $0.7 million of interest costs, which included the amortization of deferred financing costs of approximately $0.4 million . Also during the nine months ended September 30, 2019 and 2018 , the Company incurred and capitalized approximately $2.1 million and $2.9 million , respectively, of interest expense related to the variable interest entities, which included amortization of deferred financing costs of approximately $0.3 million and $0.4 million , respectively, for each period. As of both September 30, 2019 and December 31, 2018 , interest expense payable was approximately $0.2 million , including an amount related to the variable interest entities of approximately $0.1 million , for each period. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 9 Months Ended |
Sep. 30, 2019 | |
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, cash equivalents and restricted cash, accounts receivable, accounts payable and accrued expenses, amounts due to affiliates, mortgage loan and construction loan secured by properties under development, and the Company’s line of credit reasonably approximated their fair values at September 30, 2019. 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 operating 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 and nine months ended September 30, 2019 and 2018 , the Company did not record any impairment losses. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | EQUITY Common Units of the OP On May 26, 2011, in connection with the acquisition of Pinehurst Square East, a retail property located in Bismarck, North Dakota, the OP issued 287,472 Common Units to certain of the sellers of Pinehurst Square East who elected to receive Common Units for an aggregate value of approximately $2.6 million , or $9.00 per Common Unit. On March 12, 2012, in connection with the acquisition of Turkey Creek, a retail property located in Knoxville, Tennessee, the OP issued 144,324 Common Units to certain of the sellers of Turkey Creek who elected to receive Common Units for an aggregate value of approximately $1.4 million , or $9.50 per Common Unit. During the three month ended September 30, 2019 , 17,719 of Common Units were converted into the Company’s common shares for an aggregate basis of approximately $0.1 million . Pursuant to the Advisory Agreement, in April 2014 the Company caused the OP to issue to the Advisor a separate series of limited partnership interests of the OP in exchange for a capital contribution to the OP of $1 thousand (the “Special Units”). The terms of the Special Units entitle the Advisor to (i) 15% of the Company’s net sale proceeds upon disposition of its assets after the Company’s stockholders receive a return of their investment plus a 7% cumulative, non-compounded rate of return or (ii) an equivalent amount in the event that the Company lists its shares of common stock on a national securities exchange or upon certain terminations of the Advisory Agreement after the Company’s stockholders are deemed to have received a return of their investment plus a 7% cumulative, non-compounded rate of return.The holders of Common Units, other than the Company and the holder of the Special Units, generally have the right to cause the OP to redeem all or a portion of their Common Units for, at the Company’s sole discretion, shares of the Company’s common stock, cash or a combination of both. If the Company elects to redeem Common Units for shares of common stock, the Company will generally deliver one share of common stock for each Common Unit redeemed. Holders of Common Units, other than the Company and the holders of the Special Units, may exercise their redemption rights at any time after one year following the date of issuance of their Common Units; provided, however, that a holder of Common Units may not deliver more than two redemption notices in a single calendar year and may not exercise a redemption right for less than 1,000 Common Units, unless such holder holds less than 1,000 Common Units, in which case, it must exercise its redemption right for all of its Common Units. 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 the SRP. Under the SRP, only shares submitted for repurchase in connection with the death or “qualifying disability” (as defined in the SRP) of a stockholder are eligible for repurchase by the Company. Under the current SRP, as amended to date, the number of shares to be redeemed is limited to the lesser of (i) a total of $3.5 million for redemptions sought upon a stockholder’s death and a total of $1.0 million for redemptions sought upon a stockholder’s qualifying disability, and (ii) 5% of the weighted-average number of shares of the Company’s common stock outstanding during the prior calendar year. Share repurchases pursuant to the SRP are made at the sole discretion of the Company. The Company reserves the right to reject any redemption request for any reason or no reason or to amend or terminate the share redemption program at any time subject to the notice requirements in the SRP. The redemption price for shares that are redeemed is 100% of the Company’s most recent estimated net asset value per share as of the applicable redemption date. A redemption request must be made within one year after the stockholder’s death or disability. The SRP provides that any request to redeem less than $5,000 worth of shares will be treated as a request to redeem all of the stockholder’s shares. If the Company cannot honor all redemption requests received in a given quarter, all requests, including death and disability redemptions, will be honored on a pro rata basis. If the Company does not completely satisfy a redemption request in one quarter, it will treat the unsatisfied portion as a request for redemption in the next quarter when funds are available for redemption, unless the request is withdrawn. The Company may increase or decrease the amount of funding available for redemptions under the SRP on ten business days’ notice to stockholders. Shares submitted for redemption during any quarter will be redeemed on the penultimate business day of such quarter. The record date for quarterly distributions has historically been and is expected to continue to be the last business day of each quarter; therefore, shares that are redeemed during any quarter are expected to be redeemed prior to the record date and thus would not be eligible to receive the distribution declared for such quarter. On August 8, 2019, the Company’s board of directors approved, pursuant to pursuant to Section 3(a) of the Company’s Amended and Restated Share Redemption Program (the “Amended and Restated SRP”), an additional $0.3 million of funds available for the redemption of shares in connection with the death of a stockholder and $0.2 million of funds available for redemption of shares in connection with the disability of a stockholder. The following table summarizes share redemption activity during the three and nine months ended September 30, 2019 and 2018 (amounts in thousands, except shares): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Shares of common stock redeemed 44,824 36,903 106,982 61,925 Purchase price $ 263 $ 223 $ 638 $ 380 As stated above, cumulatively, through September 30, 2019 , pursuant to the Original Share Redemption Program and the Amended and Restated SRP, the Company has redeemed 844,236 shares sold in the Offering and/or its dividend reinvestment plan for $6.0 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 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 Company’s line of credit; provided, however, that the Company is not restricted from making any distributions necessary in order to maintain its status as a REIT. The Company’s board of directors evaluates the Company’s ability to make quarterly distributions based on the Company’s operational cash needs. The following tables set forth the quarterly distributions declared to the Company’s common stockholders and Common Unit holders for the nine months ended September 30, 2019 , and the year ended 2018 (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 2019 3/31/2019 4/30/2019 $ 0.06 $ 651 $ 14 $ 665 Second Quarter 2019 6/30/2019 7/31/2019 0.06 648 14 662 Third Quarter 2019 9/30/2019 10/31/2019 0.06 646 13 659 Total $ 1,945 $ 41 $ 1,986 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 2018 3/31/2018 4/30/2018 $ 0.06 $ 659 $ 14 $ 673 Second Quarter 2018 6/30/2018 7/31/2018 0.06 658 14 672 Third Quarter 2018 9/30/2018 10/31/2018 0.06 656 14 670 Fourth Quarter 2018 12/31/2018 1/31/2019 0.06 652 14 666 Total $ 2,625 $ 56 $ 2,681 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed after adjusting the basic EPS computation for the effect of potentially dilutive securities outstanding during the period. The effect of non-vested shares, if dilutive, is computed using the treasury stock method. The Company applies the two-class method for determining EPS as its outstanding shares of non-vested restricted stock are considered participating securities as dividend payments are not forfeited even if the underlying award does not vest. There was no unvested stock as of September 30, 2019 . The Company’s excess of distributions over earnings related to participating securities are shown as a reduction in income (loss) attributable to common stockholders in the Company’s computation of EPS. The following table sets forth the computation of the Company’s basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2019 and 2018 (amounts in thousands, except shares and per share amounts): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Numerator - basic and diluted Net income (loss) $ (329 ) $ 1,386 $ (1,237 ) $ 3,940 Net income (loss) attributable to non-controlling interests (7 ) 29 (26 ) 83 Net income (loss) attributable to common shares $ (322 ) $ 1,357 $ (1,211 ) $ 3,857 Denominator - basic and diluted Basic weighted average common shares 10,800,467 10,962,529 10,833,866 10,976,030 Common Units (1) — — — — Diluted weighted average common shares 10,800,467 10,962,529 10,833,866 10,976,030 Earnings (loss) per common share - basic and diluted Net earnings (loss) attributable to common shares $ (0.03 ) $ 0.12 $ (0.11 ) $ 0.35 (1) The effect of 217,475 convertible Common Units pursuant to the redemption rights outlined in the Company’s registration statement on Form S-11 have not been included as they would not be dilutive. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2019 | |
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, which has been renewed for successive terms with a current expiration date of August 9, 2020 . 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 The following table sets forth 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 Nine Months Ended September 30, December 31, Expensed 2019 2018 2019 2018 2019 2018 Financing coordination fees $ — $ — $ — $ 30 $ — $ — Asset management fees 164 187 480 566 — — Reimbursement of operating expenses 8 35 30 116 — — Property management fees 38 56 104 203 9 30 Disposition fees — 79 — 133 — — Total $ 210 $ 357 $ 614 $ 1,048 $ 9 $ 30 Capitalized Acquisition fees $ 2 $ — $ 44 $ 46 $ — $ — Leasing fees — — — 4 — — Legal leasing fees — — — 8 — — Construction management fees 18 12 18 17 — — Financing coordination fees 87 44 157 226 — — Total $ 107 $ 56 $ 219 $ 301 $ — $ — 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. 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. Pursuant to an amendment to the Advisory Agreement entered on August 2, 2018, the board of directors, including a majority of the independent directors identified certain unusual and non-recurring factors that would justify reimbursement to the Advisor of amounts in excess of the 2%/25% Guidelines and confirmed that the Advisor would not be obligated to reimburse the Company for these excess amounts to the extent the excess was caused by such factors. For the nine months ended September 30, 2019 and 2018 , the Company’s total operating expenses (as defined in the Charter) did not exceed the 2%/25% Guideline. Property Management Fees Under the property management agreements between the Company and Glenborough, Glenborough is entitled to receive property management fees calculated at a maximum of up to 4% of the properties’ gross revenue. The property management agreements with Glenborough have been renewed for an additional 12 months, beginning on August 10, 2019. Property management agreements with Glenborough automatically renew every year, unless expressly terminated. 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. The following table sets forth related-party fees paid by the unconsolidated joint ventures to Glenborough for the periods presented (amounts in thousands): Three Months Ended Nine Months Ended 2019 2018 2019 2018 SGO Joint Venture $ 54 $ 62 $ 231 $ 192 SGO MN Joint Venture 501 124 818 580 The related-party amounts consist of property management, asset management, leasing commission, legal leasing, construction management fees and salary reimbursements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
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 | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS Distributions On August 8, 2019 , the Company’s board of directors declared a third quarter distribution in the amount of $0.06 per share/unit to common stockholders and holders of common units of record as of September 30, 2019 . The distribution was paid on October 31, 2019 . Line of Credit Effective November 7, 2019, the Company elected to permanently reduce the maximum aggregate commitment under its line of credit from $60.0 million to $30.0 million . All other terms of the credit facility remain the same. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying interim unaudited 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 interim 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 September 30, 2019 and December 31, 2018 , the Company held ownership interests in two unconsolidated joint ventures. Refer to Note 4. “Investments in Unconsolidated Joint Ventures” for additional information. As of September 30, 2019 and December 31, 2018 , the Company held variable interests in two variable interest entities and consolidated those entities. Refer to Note 5. “Variable Interest Entities” for additional information. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents represent current bank accounts and other bank deposits free of encumbrances and having maturity dates of three months or less from the respective dates of deposit. The Company limits cash investments to financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk in cash. Restricted cash includes escrow accounts for real property taxes, insurance, capital expenditures and tenant improvements, debt service and leasing costs held by lenders. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets that sum to the total of the same such amounts shown on the consolidated statement of cash flows (amounts in thousands): September 30, 2019 December 31, 2018 Cash and cash equivalents $ 3,026 $ 3,347 Restricted cash 694 — Total cash, cash equivalents, and restricted cash $ 3,720 $ 3,347 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB issued the following Accounting Standards Updates (“ASUs”) which could have potential impact to the Company’s condensed consolidated financial statements: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures upon issuance of ASU 2018-13 and delayed adoption of the additional disclosures until the effective date. The adoption of ASU 2018-13 will not have an impact on the Company’s 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 adoption of ASU 2016-13 will not have an impact on the Company’s condensed consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the consolidated balance sheet and disclose 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 Accounting Standards Codification (“ASC”) 840. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using the modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply under ASC 842. The amendments in this guidance are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted ASU 2016-02 (as amended by subsequent ASUs) effective January 1, 2019, utilizing the practical expedients described in ASU 2018-11. The Company has elected the lessor practical expedient to not separate common area maintenance and reimbursement of real estate taxes from the associated lease for all existing and new leases as the timing and pattern of payments and associated lease payments are the same. The timing of revenue recognition remains the same for the Company’s existing leases and new leases. Revenues related to the Company’s leases continue to be reported on one line in the presentation within the statement of operations as a result of electing this lessor practical expedient. The Company continues to capitalize its direct leasing costs. These costs are incurred as a result of obtaining new leases, and renewing leases, and are paid to the Company’s Advisor. Additionally, the Company is not a lessee of real estate or equipment, as it is externally managed by its Advisor. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsAbstract [Abstract] | |
Cash, Cash Equivalents and Restricted Cash [Table Text Block] | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets that sum to the total of the same such amounts shown on the consolidated statement of cash flows (amounts in thousands): September 30, 2019 December 31, 2018 Cash and cash equivalents $ 3,026 $ 3,347 Restricted cash 694 — Total cash, cash equivalents, and restricted cash $ 3,720 $ 3,347 |
REAL ESTATE INVESTMENTS REAL _2
REAL ESTATE INVESTMENTS REAL ESTATE INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Disclosure of Long Lived Assets Held-for-sale [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): September 30, 2019 ASSETS Investments in real estate Land $ 1,680 Building and improvements 7,966 Tenant improvements 799 10,445 Accumulated depreciation (1,709 ) Investments in real estate, net 8,736 Tenant receivables, net 105 Lease intangibles, net 248 Assets held for sale $ 9,089 LIABILITIES Notes payable $ 6,691 Below-market lease intangibles, net 12 Liabilities related to assets held for sale $ 6,703 |
INVESTMENTS IN UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investment in Unconsolidated Joint Ventures | The following table summarizes the Company’s investments in unconsolidated joint ventures as of September 30, 2019 and December 31, 2018 (amounts in thousands): Ownership Interest Investment Joint Venture Date of Investment September 30, December 31, September 30, December 31, SGO Retail Acquisitions Venture, LLC 3/11/2015 19 % 19 % $ 1,120 $ 1,128 SGO MN Retail Acquisitions Venture, LLC 9/30/2015 10 % 10 % 1,537 1,573 Total $ 2,657 $ 2,701 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following reflects the aggregate assets and liabilities of the Sunset & Gardner Joint Venture and the Wilshire Joint Venture, which were consolidated by the Company, as of September 30, 2019 and December 31, 2018 (amounts in thousands): September 30, December 31, 2019 2018 ASSETS Properties under development and development costs: Land $ 25,851 $ 25,851 Buildings 558 570 Development costs 17,453 13,813 Properties under development and development costs 43,862 40,234 Cash, cash equivalents and restricted cash 1,132 276 Prepaid expenses and other assets, net 9 9 Lease intangibles, net 4 4 TOTAL ASSETS (1) $ 45,007 $ 40,523 LIABILITIES Notes payable, net (2) $ 15,411 $ 17,166 Accounts payable and accrued expenses 207 132 Amounts due to affiliates — 8 Other liabilities 5 9 TOTAL LIABILITIES $ 15,623 $ 17,315 (1) The assets of the Sunset & Gardner Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures. (2) As of September 30, 2019 and December 31, 2018 , includes reclassification of approximately $0.6 million and $0.3 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 Wilshire Joint Venture is partially guaranteed by the Company, refer to Note 8, “Notes Payable, Net”. The notes payable of the Sunset & Gardner Joint Venture is not guaranteed by the Company. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Operating Leased Assets [Line Items] | |
Operating Lease, Lease Income [Table Text Block] | The following table presents the components of income from real estate operations for the three and nine months ended September 30, 2019 (amounts in thousands): Three Months Ended Nine Months Ended Lease income - operating leases $ 722 $ 2,143 Variable lease income (1) 227 689 Rental and reimbursements income $ 949 $ 2,832 (1) Primarily includes tenant reimbursements for real estate taxes, insurance and common area maintenance. |
Schedule of Future Minimum Rental Receivable For Operating Leases | As of September 30, 2019 , the future minimum rental income from the Company’s properties under non-cancelable operating leases, excluding properties classified as held for sale, was as follows (amounts in thousands): Remainder of 2019 $ 497 2020 1,915 2021 1,837 2022 1,850 2023 1,870 Thereafter 7,335 Total $ 15,304 |
LEASE INTANGIBLES AND BELOW-M_2
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Acquired Lease Intangibles and Below Market Lease Liabilities | As of September 30, 2019 and December 31, 2018 , the Company’s acquired lease intangibles and below-market lease liabilities, excluding intangibles and below-market lease liabilities classified as held for sale, were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities September 30, December 31, September 30, December 31, Cost $ 2,477 $ 3,030 $ (493 ) $ (526 ) Accumulated amortization (1,085 ) (1,140 ) 181 156 Total $ 1,392 $ 1,890 $ (312 ) $ (370 ) |
Amortization Of Finite Lease Intangibles and Below-Market Lease Liabilities | The Company’s amortization of lease intangibles and below-market lease liabilities for the three and nine months ended September 30, 2019 and 2018 , were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities Three Months Ended Three Months Ended 2019 2018 2019 2018 Amortization $ (80 ) $ (156 ) $ 15 $ 18 Lease Intangibles Below-Market Lease Liabilities Nine Months Ended Nine Months Ended 2019 2018 2019 2018 Amortization $ (258 ) $ (314 ) $ 47 $ 51 |
NOTES PAYABLE, NET (Tables)
NOTES PAYABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of maturities for notes payable outstanding | The following is a schedule of future principal payments for all of the Company’s notes payable outstanding as of September 30, 2019 (amounts in thousands): Remainder of 2019 $ — 2020 34,335 2021 — 2022 7,284 Total (1) $ 41,619 (1) Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $0.6 million deferred financing costs, net. |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Share Redemption Program | The following table summarizes share redemption activity during the three and nine months ended September 30, 2019 and 2018 (amounts in thousands, except shares): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Shares of common stock redeemed 44,824 36,903 106,982 61,925 Purchase price $ 263 $ 223 $ 638 $ 380 |
Distributions declared and paid | The following tables set forth the quarterly distributions declared to the Company’s common stockholders and Common Unit holders for the nine months ended September 30, 2019 , and the year ended 2018 (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 2019 3/31/2019 4/30/2019 $ 0.06 $ 651 $ 14 $ 665 Second Quarter 2019 6/30/2019 7/31/2019 0.06 648 14 662 Third Quarter 2019 9/30/2019 10/31/2019 0.06 646 13 659 Total $ 1,945 $ 41 $ 1,986 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 2018 3/31/2018 4/30/2018 $ 0.06 $ 659 $ 14 $ 673 Second Quarter 2018 6/30/2018 7/31/2018 0.06 658 14 672 Third Quarter 2018 9/30/2018 10/31/2018 0.06 656 14 670 Fourth Quarter 2018 12/31/2018 1/31/2019 0.06 652 14 666 Total $ 2,625 $ 56 $ 2,681 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Company's basic and diluted (loss)earnings per share | The following table sets forth the computation of the Company’s basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2019 and 2018 (amounts in thousands, except shares and per share amounts): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Numerator - basic and diluted Net income (loss) $ (329 ) $ 1,386 $ (1,237 ) $ 3,940 Net income (loss) attributable to non-controlling interests (7 ) 29 (26 ) 83 Net income (loss) attributable to common shares $ (322 ) $ 1,357 $ (1,211 ) $ 3,857 Denominator - basic and diluted Basic weighted average common shares 10,800,467 10,962,529 10,833,866 10,976,030 Common Units (1) — — — — Diluted weighted average common shares 10,800,467 10,962,529 10,833,866 10,976,030 Earnings (loss) per common share - basic and diluted Net earnings (loss) attributable to common shares $ (0.03 ) $ 0.12 $ (0.11 ) $ 0.35 (1) The effect of 217,475 convertible Common Units pursuant to the redemption rights outlined in the Company’s registration statement on Form S-11 have not been included as they would not be dilutive. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Related Party Transactions | The following table sets forth related-party fees paid by the unconsolidated joint ventures to Glenborough for the periods presented (amounts in thousands): Three Months Ended Nine Months Ended 2019 2018 2019 2018 SGO Joint Venture $ 54 $ 62 $ 231 $ 192 SGO MN Joint Venture 501 124 818 580 The following table sets forth 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 Nine Months Ended September 30, December 31, Expensed 2019 2018 2019 2018 2019 2018 Financing coordination fees $ — $ — $ — $ 30 $ — $ — Asset management fees 164 187 480 566 — — Reimbursement of operating expenses 8 35 30 116 — — Property management fees 38 56 104 203 9 30 Disposition fees — 79 — 133 — — Total $ 210 $ 357 $ 614 $ 1,048 $ 9 $ 30 Capitalized Acquisition fees $ 2 $ — $ 44 $ 46 $ — $ — Leasing fees — — — 4 — — Legal leasing fees — — — 8 — — Construction management fees 18 12 18 17 — — Financing coordination fees 87 44 157 226 — — Total $ 107 $ 56 $ 219 $ 301 $ — $ — |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Textual) ft² in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019ft² | Dec. 31, 2018 | |
Real Estate Properties [Line Items] | ||
Document Period End Date | Sep. 30, 2019 | |
Partnership Interest Ownership Percentage | 98.00% | 97.90% |
Number of Real Estate Properties | 8 | |
Net Rentable Area | 86 | |
Number of States in which Entity Operates | 2 | |
Percent of Real Estate Properties Leased | 90.00% | |
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Real Estate Properties | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and Cash Equivalents | $ 3,026 | $ 3,347 | ||
Restricted Cash | 694 | 0 | ||
Total cash, cash equivalents and restricted cash | $ 3,720 | $ 3,347 | $ 3,148 | $ 3,902 |
REAL ESTATE INVESTMENTS ASSETS
REAL ESTATE INVESTMENTS ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Document Period End Date | Sep. 30, 2019 | ||||
Operating Income (Loss) | $ (315) | $ (202) | $ (1,157) | $ (27) | |
Land | 13,536 | 13,536 | $ 15,217 | ||
Building and improvements | 23,732 | 23,732 | 31,697 | ||
Tenant improvements | 1,264 | 1,264 | 1,479 | ||
Real Estate Investment Property, at Cost | 38,532 | 38,532 | 48,393 | ||
Real Estate Investment Property, Accumulated Depreciation | (3,066) | (3,066) | (3,917) | ||
Real Estate Investment Property, Net | 35,466 | 35,466 | 44,476 | ||
Accounts Receivable, Net | 666 | 666 | 1,084 | ||
Lease intangibles, net | 1,392 | 1,392 | 1,890 | ||
Assets held for sale | 9,089 | 9,089 | 0 | ||
Notes Payable | 34,356 | 34,356 | 34,536 | ||
Below-market lease liabilities, net | 312 | 312 | 370 | ||
Liabilities related to assets held for sale | 6,703 | 6,703 | $ 0 | ||
Held-for-sale [Member] | Topaz Marketplace [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Operating Income (Loss) | 200 | $ 100 | 400 | $ 300 | |
Land | 1,680 | 1,680 | |||
Building and improvements | 7,966 | 7,966 | |||
Tenant improvements | 799 | 799 | |||
Real Estate Investment Property, at Cost | 10,445 | 10,445 | |||
Real Estate Investment Property, Accumulated Depreciation | (1,709) | (1,709) | |||
Real Estate Investment Property, Net | 8,736 | 8,736 | |||
Accounts Receivable, Net | 105 | 105 | |||
Lease intangibles, net | 248 | 248 | |||
Assets held for sale | 9,089 | 9,089 | |||
Notes Payable | 6,691 | 6,691 | |||
Below-market lease liabilities, net | 12 | 12 | |||
Liabilities related to assets held for sale | $ 6,703 | $ 6,703 |
INVESTMENTS IN UNCONSOLIDATED_3
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES Unconsolidated Joint Ventures Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 2,657 | $ 2,701 |
SGO Joint Venture [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Ownership Percentage | 19.00% | 19.00% |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 1,120 | $ 1,128 |
SGO MN Retail Acquisition Venture LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Ownership Percentage | 10.00% | 10.00% |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 1,537 | $ 1,573 |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Thousands | May 07, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Payments to Acquire Interest in Joint Venture | $ 38 | $ 191 | |||||
Properties under development and development costs: | |||||||
Land | 25,851 | $ 25,851 | |||||
Buildings | 558 | 570 | |||||
Development costs | 17,453 | 13,813 | |||||
Properties under development and development costs | 43,862 | 40,234 | |||||
Cash, cash equivalents and restricted cash | 3,720 | $ 3,148 | 3,347 | $ 3,902 | |||
Prepaid expenses and other assets, net | 151 | 137 | |||||
Lease intangibles, net | 1,392 | 1,890 | |||||
TOTAL ASSETS (1) | 97,266 | [1] | 94,605 | ||||
LIABILITIES | |||||||
Notes payable, net | 34,356 | 34,536 | |||||
Accounts payable and accrued expenses | 1,447 | 1,224 | |||||
Amounts due to affiliates | 9 | 30 | |||||
Other liabilities | 230 | 375 | |||||
TOTAL LIABILITIES (1) | 43,057 | 36,535 | |||||
Deferred Costs | 600 | ||||||
Variable Interest Entity, Primary Beneficiary [Member] | |||||||
Properties under development and development costs: | |||||||
Land | 25,851 | 25,851 | |||||
Buildings | 558 | 570 | |||||
Development costs | 17,453 | 13,813 | |||||
Properties under development and development costs | 43,862 | 40,234 | |||||
Cash, cash equivalents and restricted cash | 1,132 | 276 | |||||
Prepaid expenses and other assets, net | 9 | 9 | |||||
Lease intangibles, net | 4 | 4 | |||||
TOTAL ASSETS (1) | [2] | 45,007 | 40,523 | ||||
LIABILITIES | |||||||
Notes payable, net | [3] | 15,411 | 17,166 | ||||
Accounts payable and accrued expenses | 207 | 132 | |||||
Amounts due to affiliates | 0 | 8 | |||||
Other liabilities | 5 | 9 | |||||
TOTAL LIABILITIES (1) | 15,623 | 17,315 | |||||
Deferred Costs | 600 | $ 300 | |||||
Subsequent Contributuion [Member] | Sunset and Gardner Joint Venture [Member] | |||||||
Payments to Acquire Interest in Joint Venture | 6,100 | ||||||
Subsequent Contributuion [Member] | Wilshire Joint Venture [Member] | |||||||
Payments to Acquire Interest in Joint Venture | $ 3,100 | $ 7,100 | |||||
[1] | As of September 30, 2019 and December 31, 2018 , includes approximately $45.0 million and $40.5 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 $15.6 million and $17.3 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 assets of the Sunset & Gardner Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures. | ||||||
[3] | As of September 30, 2019 and December 31, 2018 , includes reclassification of approximately $0.6 million and $0.3 million , respectively, of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the Wilshire Joint Venture is partially guaranteed by the Company, refer to Note 8, “Notes Payable, Net”. The notes payable of the Sunset & Gardner Joint Venture is not guaranteed by the Company. |
LEASES (Details Textual)
LEASES (Details Textual) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Lessee, Operating Lease, Term of Contract | 12 years 2 months 12 days | |
Operating Leases Weighted Average Remaining Term | 6 years 8 months 12 days | |
Security Deposit | $ 0.2 | $ 0.2 |
LEASES LEASES (Income from Real
LEASES LEASES (Income from Real Estate Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Leases [Abstract] | |||||
Lease income - operating leases | $ 722 | $ 2,143 | |||
Variable lease income (1) | [1] | 227 | 689 | ||
Rental and reimbursements income | $ 949 | $ 1,516 | $ 2,832 | $ 5,103 | |
[1] | Primarily includes tenant reimbursements for real estate taxes, insurance and common area maintenance. |
LEASES (Future Minimum Lease Pa
LEASES (Future Minimum Lease Payments) (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
Remainder of 2019 | $ 497 |
2020 | 1,915 |
2021 | 1,837 |
2022 | 1,850 |
2023 | 1,870 |
Thereafter | 7,335 |
Total | $ 15,304 |
LEASE INTANGIBLES AND BELOW-M_3
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Lease Intangibles, Cost | $ 2,477 | $ 3,030 |
Lease Intangibles, Accumulated amortization | (1,085) | (1,140) |
Lease intangibles, net | 1,392 | 1,890 |
Below - Market Lease Liabilities, Cost | (493) | (526) |
Below - Market Lease Liabilities, Accumulated amortization | 181 | 156 |
Below Market Lease, Net | $ (312) | $ (370) |
LEASE INTANGIBLES AND BELOW-M_4
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES LEASE INTANGIBLE AND BELOW-MARKET LEASE AMORTIZATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Amortization [Abstract] | ||||
Amortization of Intangible Assets | $ (80) | $ (156) | $ (258) | $ (314) |
Amortization of Below-Market Lease Liabilities | $ 15 | $ 18 | $ 47 | $ 51 |
NOTES PAYABLE, NET (Line Of Cre
NOTES PAYABLE, NET (Line Of Credit) (Details) - USD ($) $ in Millions | Feb. 15, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Amortization of Debt Issuance Costs | $ 0.4 | |||
Secured Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 17.4 | |||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 18.9 | |||
Secured Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 60 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30 | |||
Line of Credit Facility, Expiration Date | Feb. 15, 2020 | |||
Usage Under Credit Facility | 50.00% | |||
Secured Line of Credit [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | |||
Secured Line of Credit [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Secured Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 6.7 |
NOTES PAYABLE, NET (Loans Secur
NOTES PAYABLE, NET (Loans Secured by Properties Under Development) (Details) - USD ($) $ in Thousands | May 07, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Short-term Debt [Line Items] | ||||
Document Period End Date | Sep. 30, 2019 | |||
Payments to Acquire Interest in Joint Venture | $ 38 | $ 191 | ||
Wilshire Joint Venture [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Loan Originations | $ 8,800 | $ 7,300 | ||
Debt Instrument, Description of Variable Rate Basis | 1-month LIBOR | |||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | |||
Debt Instrument, Maturity Date | May 10, 2022 | |||
Sunset and Gardner Joint Venture [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Loan Originations | $ 8,700 | |||
Interest Rate | 6.90% | |||
Debt Instrument, Maturity Date | Oct. 31, 2019 | |||
Maximum [Member] | Wilshire Joint Venture [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Loan Originations | $ 13,900 | |||
Subsequent Contributuion [Member] | Wilshire Joint Venture [Member] | ||||
Short-term Debt [Line Items] | ||||
Payments to Acquire Interest in Joint Venture | $ 3,100 | $ 7,100 |
NOTES PAYABLE, NET (Future Prin
NOTES PAYABLE, NET (Future Principal Payments) (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
Deferred Costs | $ 600 |
Schedule of maturities for notes payable outstanding | |
Remainder of 2019 | 0 |
2020 | 34,335 |
2021 | 0 |
2022 | 7,284 |
Total (1) | $ 41,619 |
NOTES PAYABLE, NET NOTES PAYABL
NOTES PAYABLE, NET NOTES PAYABLE, NET (Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | |||||
Interest expense | $ 162 | $ 147 | $ 481 | $ 667 | |
Amortization of Debt Issuance Costs | 400 | ||||
Interest Payable | 200 | 200 | $ 200 | ||
Variable Interest Entity, Primary Beneficiary [Member] | |||||
Short-term Debt [Line Items] | |||||
Amortization of Debt Issuance Costs | 100 | 200 | 300 | 400 | |
Interest Costs Capitalized | 700 | $ 1,100 | 2,100 | $ 2,900 | |
Interest Payable | $ 100 | $ 100 | $ 100 |
EQUITY EQUITY (Common Units of
EQUITY EQUITY (Common Units of the OP) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2014 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 12, 2012 | May 26, 2011 | |
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Value, Conversion of Units | $ 0 | $ 0 | ||||
Document Period End Date | Sep. 30, 2019 | |||||
Pinehurst [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Unit, Issued | 287,472 | |||||
Common Unit, Issuance Value | $ 2,600 | |||||
Commonunitissuancevalueperunit | $ 9 | |||||
Shops at Turkey Creek [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Unit, Issued | 144,324 | |||||
Common Unit, Issuance Value | $ 1,400 | |||||
Commonunitissuancevalueperunit | $ 9.50 | |||||
Affiliated Entity [Member] | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from Contributed Capital | $ 1 | |||||
Operating Partnership Interest | 15.00% | |||||
Cumulative Rate of Return | 7.00% | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Value, Conversion of Units | $ 0 | $ 0 | ||||
Stock Issued During Period, Shares, Conversion of Units | 17,719 | 17,719 | ||||
Antidiluted Convertible Common Units Of Redemption | 1,000 | |||||
Additional Paid-in Capital | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Value, Conversion of Units | $ 105 | $ 105 | $ 0 |
EQUITY (Share Redemption) (Deta
EQUITY (Share Redemption) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Apr. 01, 2015 | |
Class of Stock [Line Items] | |||||
Document Period End Date | Sep. 30, 2019 | ||||
Stock Redeemed or Called During Period, Value | $ 263,000 | $ 223,000 | $ 638,000 | $ 380,000 | |
Common Stock Outstanding Percentage | 5.00% | 5.00% | |||
Redemption Price for Shares Percentage | 100.00% | 100.00% | |||
Share Redemption Amount Minimum Limit | $ 5,000 | $ 5,000 | |||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Stock Redeemed or Called During Period, Shares | 44,824 | 36,903 | 106,982 | 61,925 | |
Stock Redeemed or Called During Period, Value | $ 263,000 | $ 223,000 | $ 638,000 | $ 380,000 | |
Cumulative stock redeemed to date, shares | 844,236 | 844,236 | |||
Cumulative stock redeemed to date, value | $ 6,000,000 | $ 6,000,000 | |||
Death of a shareholder [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | 300,000 | 300,000 | $ 3,500,000 | ||
Disability of a Shareholder [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ 200,000 | $ 200,000 | $ 1,000,000 |
EQUITY EQUITY (Quarterly Distri
EQUITY EQUITY (Quarterly Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | |
Dividends [Line Items] | |||||||||
Minimum Percentage of Taxable Income Distributed to Shareholders | 90.00% | ||||||||
Dividends Payable, Date Declared | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | ||
Dividends Payable, Date to be Paid | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | ||
Common Stock, Dividends, Per Share, Declared | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | ||
Total Common Stockholders Distribution | $ 646 | $ 648 | $ 651 | $ 652 | $ 656 | $ 658 | $ 659 | $ 1,945 | $ 2,625 |
Total Common Unit Holders Distribution | 13 | 14 | 14 | 14 | 14 | 14 | 14 | 41 | 56 |
Total Distribution | $ 659 | $ 662 | $ 665 | $ 666 | $ 670 | $ 672 | $ 673 | $ 1,986 | $ 2,681 |
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 | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Numerator - basic and diluted | |||||
Net income (loss) | $ (329) | $ 1,386 | $ (1,237) | $ 3,940 | |
Net income (loss) attributable to non-controlling interests | (7) | 29 | (26) | 83 | |
Net income (loss) attributable to common shares | $ (322) | $ 1,357 | $ (1,211) | $ 3,857 | |
Denominator - basic and diluted | |||||
Basic weighted average common shares | 10,800,467 | 10,962,529 | 10,833,866 | 10,976,030 | |
Common Units (1) | [1] | 0 | 0 | 0 | 0 |
Diluted weighted average common shares | 10,800,467 | 10,962,529 | 10,833,866 | 10,976,030 | |
Earnings (loss) per common share - basic and diluted | |||||
Net earnings (loss) attributable to common shares | $ (0.03) | $ 0.12 | $ (0.11) | $ 0.35 | |
[1] | The effect of 217,475 convertible Common Units pursuant to the redemption rights outlined in the Company’s registration statement on Form S-11 have not been included as they would not be dilutive. |
EARNINGS PER SHARE (Details Tex
EARNINGS PER SHARE (Details Textual) | 9 Months Ended |
Sep. 30, 2019shares | |
Earnings Per Share [Abstract] | |
Antidiluted Convertible Common Units of Redemption | 217,475 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Advisor Fees [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Financing Fees, Expensed [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | $ 0 | $ 0 | $ 0 | $ 30 | |
Related-party costs, Payable | 0 | 0 | $ 0 | ||
Expensed Asset management Fees [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | 164 | 187 | 480 | 566 | |
Related-party costs, Payable | 0 | 0 | 0 | ||
Expensed Reimbursement Of Operating Expenses [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | 8 | 35 | 30 | 116 | |
Related-party costs, Payable | 0 | 0 | 0 | ||
Expensed Property Management Fees [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | 38 | 56 | 104 | 203 | |
Related-party costs, Payable | 9 | 9 | 30 | ||
Expensed Disposition Fees [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | 0 | 79 | 0 | 133 | |
Related-party costs, Payable | 0 | 0 | 0 | ||
Capitalized Acquisition Fees [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | 2 | 0 | 44 | 46 | |
Related-party costs, Payable | 0 | 0 | 0 | ||
Capitalized Leasing Fees [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | 0 | 0 | 0 | 4 | |
Related-party costs, Payable | 0 | 0 | 0 | ||
Capitalized Legal Leasing Fees [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | 0 | 0 | 0 | 8 | |
Related-party costs, Payable | 0 | 0 | 0 | ||
Capitalized Construction Management Fees [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | 18 | 12 | 18 | 17 | |
Related-party costs, Payable | 0 | 0 | 0 | ||
Financing Coordination Fees, Capitalized [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | 87 | 44 | 157 | 226 | |
Related-party costs, Payable | 0 | 0 | 0 | ||
Expensed [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | 210 | 357 | 614 | 1,048 | |
Related-party costs, Payable | 9 | 9 | 30 | ||
Capitalized [Member] | |||||
Summarized below are the related-party transactions | |||||
Related-party costs, Incurred | 107 | $ 56 | 219 | $ 301 | |
Related-party costs, Payable | $ 0 | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details) (Narrative) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
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% |
Asset Management [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% |
RELATED PARTY TRANSACTIONS RELA
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS (Details) (Fees paid by Unconsolidated Joint Ventures) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
SGO Retail Acquisition Venture LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 54 | $ 62 | $ 231 | $ 192 |
SGO MN Retail Acquisition Venture LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 501 | $ 124 | $ 818 | $ 580 |
SUBSEQUENT EVENTS SUBSEQUENT _2
SUBSEQUENT EVENTS SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Nov. 07, 2019 | Feb. 15, 2017 |
Subsequent Event [Line Items] | ||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | |||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.06 | |||||||||
Secured Line Of Credit [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30 | |||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 60 | |||||||||
Secured Line Of Credit [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60 | |||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 30 |