Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CK0001459241 | |
Entity Registrant Name | GLOBAL INCOME TRUST, INC. | |
Entity Central Index Key | 1,459,241 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 8,257,410 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Real estate investment properties, net | $ 59,139,085 | $ 60,797,152 |
Cash and cash equivalents | 14,538,220 | 6,716,533 |
Lease intangibles, net | 10,888,807 | 13,872,453 |
Restricted cash | 2,067,082 | 2,231,728 |
Deferred rent | 1,769,263 | 2,051,321 |
Other assets | 814,516 | 265,594 |
Loan costs, net | 367,449 | 482,643 |
Assets held for sale | 23,334,983 | |
Total assets | 89,584,422 | 109,752,407 |
Liabilities: | ||
Mortgage notes payable | 55,039,590 | 56,095,907 |
Accounts payable and accrued expenses | 1,062,480 | 826,606 |
Real estate taxes payable | 786,438 | 1,030,510 |
Unearned rent | 669,259 | 704,788 |
Due to related parties | 45,881 | 55,094 |
Other liabilities | 455,848 | |
Liabilities associated with assets held for sale | 13,742,627 | |
Total liabilities | $ 57,603,648 | $ 72,911,380 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share, authorized and unissued 200,000,000 shares | ||
Common stock $0.01 par value per share, 1,120,000,000 shares authorized, 8,419,689 shares issued and 8,257,410 shares outstanding | $ 82,575 | $ 82,575 |
Capital in excess of par value | 70,070,012 | 70,070,012 |
Accumulated distributions | (18,116,340) | (14,940,106) |
Accumulated deficit | (20,054,587) | (17,796,900) |
Accumulated other comprehensive loss | (886) | (574,554) |
Total stockholders' equity | 31,980,774 | 36,841,027 |
Total liabilities and stockholders' equity | $ 89,584,422 | $ 109,752,407 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares unissued | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,120,000,000 | 1,120,000,000 |
Common stock, shares issued | 8,419,689 | 8,419,689 |
Common stock, shares outstanding | 8,257,410 | 8,257,410 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Revenues: | ||||||
Rental income from operating leases | $ 2,286,374 | $ 2,393,158 | $ 7,055,117 | $ 7,212,850 | ||
Tenant reimbursement income | 339,733 | 381,913 | 1,005,607 | 1,089,190 | ||
Total revenues | 2,626,107 | 2,775,071 | 8,060,724 | 8,302,040 | ||
Operating expenses: | ||||||
Property operating expenses | 682,308 | 746,914 | 2,043,055 | 2,156,089 | ||
General and administrative | 740,540 | 340,628 | 1,416,256 | 957,386 | ||
Property management fees | 69,572 | 76,562 | 227,892 | 215,911 | ||
Depreciation and amortization | 1,499,495 | 1,553,665 | 4,501,701 | 4,657,435 | ||
Total operating expenses | 2,991,915 | 2,717,769 | 8,188,904 | 7,986,821 | ||
Operating income (loss) | (365,808) | 57,302 | (128,180) | 315,219 | ||
Other income (expense): | ||||||
Interest and other income | 10,341 | 6,023 | 22,594 | 18,614 | ||
Interest expense and loan cost amortization | (843,800) | (872,563) | (2,534,697) | (2,615,421) | ||
Total other expense | (833,459) | (866,540) | (2,512,103) | (2,596,807) | ||
Loss from continuing operations before income taxes | (1,199,267) | (809,238) | (2,640,283) | (2,281,588) | ||
Income tax expense | (11,692) | (12,208) | (28,972) | (38,596) | ||
Loss from continuing operations | (1,210,959) | (821,446) | (2,669,255) | (2,320,184) | ||
Income from discontinued operations, net of tax | 232,301 | 300,997 | [1],[2] | 166,228 | [2] | |
Loss before gain on sale of real estate | (1,210,959) | (589,145) | (2,368,258) | (2,153,956) | ||
Gain on sale of real estate, net of tax | 110,571 | |||||
Net loss | $ (1,210,959) | $ (589,145) | $ (2,257,687) | $ (2,153,956) | ||
Net income (loss) per share of common stock (basic and diluted) | ||||||
Continuing operations | $ (0.15) | $ (0.10) | $ (0.31) | $ (0.28) | ||
Discontinued operations | 0.03 | 0.04 | 0.02 | |||
Earnings Per Share, Basic and Diluted, Total | $ (0.15) | $ (0.07) | $ (0.27) | $ (0.26) | ||
Weighted average number of shares of common stock outstanding (basic and diluted) | 8,257,410 | 8,257,410 | 8,257,410 | 8,257,410 | ||
[1] | Amounts related to the German properties represent results of operations through the disposition date in January 2015. | |||||
[2] | The accompanying condensed consolidated statements of operations related to the German properties have been converted from Euro to U.S. dollars at the average exchange rate of $1.12 per Euro and $1.36 per Euro for the nine months ended September 30, 2015 and 2014, respectively. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net loss | $ (1,210,959) | $ (589,145) | $ (2,257,687) | $ (2,153,956) |
Other comprehensive income (loss): | ||||
Unrealized foreign currency translation adjustments | (8,893) | (719,387) | (621,456) | (803,805) |
Reclassification of cumulative foreign currency translation adjustments | 1,195,124 | |||
Total other comprehensive income (loss) | (8,893) | (719,387) | 573,668 | (803,805) |
Comprehensive loss | $ (1,219,852) | $ (1,308,532) | $ (1,684,019) | $ (2,957,761) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Capital in Excess of Par Value | Accumulated Distributions | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance (in shares) at Dec. 31, 2013 | 8,257,410 | |||||
Balance at Dec. 31, 2013 | $ 47,937,865 | $ 82,575 | $ 70,070,012 | $ (9,572,863) | $ (13,191,862) | $ 550,003 |
Net loss | (4,605,038) | (4,605,038) | ||||
Other comprehensive income | (1,124,557) | (1,124,557) | ||||
Distributions declared ($0.0017808 per share per day) | (5,367,243) | (5,367,243) | ||||
Balance (in shares) at Dec. 31, 2014 | 8,257,410 | |||||
Balance at Dec. 31, 2014 | 36,841,027 | $ 82,575 | 70,070,012 | (14,940,106) | (17,796,900) | (574,554) |
Net loss | (2,257,687) | (2,257,687) | ||||
Other comprehensive income | 573,668 | 573,668 | ||||
Distributions declared ($0.0017808 per share per day) | (3,176,234) | (3,176,234) | ||||
Balance (in shares) at Sep. 30, 2015 | 8,257,410 | |||||
Balance at Sep. 30, 2015 | $ 31,980,774 | $ 82,575 | $ 70,070,012 | $ (18,116,340) | $ (20,054,587) | $ (886) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Distributions declared per share per day | $ 0.0017808 | $ 0.0017808 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | 9 Months Ended | |
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Operating activities: | ||
Net loss | $ (2,257,687) | $ (2,153,956) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 4,501,701 | 5,026,957 |
Amortization of above- and below-market lease intangibles | 212,270 | 229,823 |
Amortization of loan costs | 117,699 | 146,009 |
Equity in earnings of unconsolidated entities | (17,126) | |
Gain from sale of foreign discontinued operations | (238,411) | |
Gain on sale of real estate | (110,571) | |
Straight-line rent adjustments | 282,058 | (1,057,976) |
Deferred income tax | 315,416 | |
Changes in operating assets and liabilities: | ||
Other assets | 112,294 | (81,869) |
Accounts payable and accrued expenses | 150,776 | 77,869 |
Due to related parties | (28,689) | (74,158) |
Unearned rent | (20,998) | (117,512) |
Real estate taxes payable | (244,072) | (234,595) |
Net cash provided by operating activities | 2,459,244 | 2,076,008 |
Investing activities: | ||
Proceeds from sale of foreign discontinued operations | 8,075,267 | |
Working capital assumed by buyer of foreign discontinued operations | (588,712) | |
Proceeds from sale of real estate | 2,550,386 | |
Capital expenditures | (64,989) | (66,690) |
Changes in restricted cash | 164,644 | 32,709 |
Net cash provided by (used in) investing activities | 10,136,596 | (33,981) |
Financing activities: | ||
Repayments of mortgage notes payable | (1,056,317) | (996,581) |
Distributions to stockholders | (3,632,082) | (4,029,108) |
Net cash used in financing activities | (4,688,399) | (5,025,689) |
Effect of exchange rate fluctuation on cash | (85,754) | (103,055) |
Net increase (decrease) in cash and cash equivalents | 7,821,687 | (3,086,717) |
Cash and cash equivalents at beginning of period | 6,716,533 | 10,282,179 |
Cash and cash equivalents at end of period | 14,538,220 | 7,195,462 |
Amounts incurred but not paid: | ||
Distributions declared | $ 441,144 | |
Liabilities assumed by buyer of foreign discontinued operations | 12,695,368 | |
Reclassification of 5.1% retained equity interest to investment in and advances to unconsolidated entities | $ 397,372 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 9 Months Ended |
Sep. 30, 2015 | |
Retained equity interest in unconsolidated entities, percentage | 5.10% |
Business and Organization
Business and Organization | 9 Months Ended |
Sep. 30, 2015 | |
Business and Organization | 1. Business and Organization Global Income Trust, Inc. was organized in Maryland on March 4, 2009. The term “Company” includes, unless the context otherwise requires, Global Income Trust, Inc., Global Income, LP, a Delaware limited partnership (“Operating Partnership”), Global Income GP, LLC and other subsidiaries of the Company. The Company operates, and has elected to be taxed, as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2010. The Company was formed to own and operate a portfolio of income-oriented commercial real estate and real estate-related assets on a global basis. The Company is externally advised by CNL Global Income Advisors, LLC (“Advisor”) and its property manager is CNL Global Income Managers, LLC (“Property Manager”), each of which is a Delaware limited liability company and a wholly owned affiliate of CNL Financial Group, LLC, the Company’s sponsor (“Sponsor”). The Sponsor is an affiliate of CNL Financial Group, Inc. (“CNL”). The Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying, recommending and executing acquisitions and dispositions on behalf of the Company pursuant to an advisory agreement between the Company, the Operating Partnership and the Advisor. Substantially all of the Company’s operating, administrative and property management services are provided by sub-advisors to the Advisor and sub-property managers to the Property Manager. In addition, certain unrelated sub-property managers have been engaged by the Company or sub-property managers to provide certain property management services. From April 23, 2010 through April 23, 2013, the Company received aggregate offering proceeds of approximately $83.7 million, including proceeds received through the Company’s distribution reinvestment plan. On January 20, 2015, the Company’s board of directors approved $7.43 as the estimated net asset value per share of the Company’s common stock as of December 31, 2014, exclusive of any portfolio premium and based on estimated year end balances. On August 10, 2015, the Company entered into a purchase and sale agreement with Griffin Capital Corporation, a non-affiliated third-party buyer (“Buyer”), for the sale of its remaining three real estate properties (“Sale”) for an aggregate sales price of approximately $93.65 million in cash, less the loans that encumber the properties that will be assumed by the Buyer. It is currently anticipated that Griffin Capital Essential Asset REIT, Inc., a non-traded real estate investment trust sponsored by the Buyer, will acquire the U.S. Properties in the Sale via an assignment at the time of the closing of the Sale. The Sale is subject to approval by the Company’s stockholders, obtaining lender consents with respect to the loans to be assumed by the Buyer, and other customary closing conditions. The purchase and sale agreement with the Buyer contains termination rights for both the Company and the Buyer; and the Company has agreed to pay to the Buyer a termination fee of $3 million if the Company terminates the purchase and sale agreement, under the terms described further in the purchase and sale agreement. The Company anticipates that the closing of the Sale will occur in the fourth quarter of 2015, shortly after the stockholder vote, however, there can be no assurance that the closing conditions will be satisfied, that the Sale will be consummated, or the timing of the Sale. In connection with the proposed Sale, the Company’s board of directors approved a plan of liquidation and dissolution (the “Plan of Dissolution”), including the complete liquidation and dissolution of the Company contemplated thereby pursuant to which the Company would be liquidated and dissolved, subject to consummation of the Sale and approval of the liquidation and dissolution of the Company by the Company’s stockholders. Upon liquidation and dissolution, stockholders will receive an aggregate amount currently estimated to be $7.01 per share of outstanding common stock of the Company. This is based on the cash proceeds that the Company expects to receive in connection with the Sale, the proceeds of the liquidation of the Company’s remaining 5.1% interest in the entities that own the German properties (described, below), the amount of cash on hand less closing costs, transaction costs, and other liabilities, plus a direct payment to the stockholders from the Company’s Sponsor, or an affiliate of the Sponsor, representing a reimbursement of certain organization, offering and operating expenses. In connection with the Sale and the Plan of Dissolution, the board of directors of the Company, including a majority of the independent directors, approved a sale of the Company’s remaining 5.1% interest in the entities that own the German properties, to the Company’s Sponsor, or an affiliate of the Sponsor, for an aggregate sale price of $500,000. The sale of the Company’s remaining 5.1% interest in the entities that own the German properties to the Sponsor, or an affiliate of the Sponsor, is subject to the stockholders’ approval of the Sale and the subsequent liquidation and dissolution of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Investment in and Advances to Unconsolidated Entities Reclassifications Use of Estimates Adopted Accounting Pronouncements Recent Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which requires amendments to both the variable interest entity and voting models. The amendments (i) modify the identification of variable interests (fees paid to a decision maker or service provider), the VIE characteristics for a limited partnership or similar entity and primary beneficiary determination under the VIE model, and (ii) eliminate the presumption within the current voting model that a general partner controls a limited partnership or similar entity. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The amendments may be applied using either a modified retrospective or full retrospective approach. The Company is currently evaluating the effect the guidance will have on its consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03, “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs,” which requires that loan costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The ASU is to be applied retrospectively for each period presented. Upon adoption, an entity is required to comply with the applicable disclosures for a change in an accounting principle. The Company has determined that it will not early adopt this ASU and that the amendments will not materially impact the presentation of the Company’s consolidated financial position and will not have a material impact on the Company’s consolidated results of operations or cash flows. |
Real Estate Investment Properti
Real Estate Investment Properties, net | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate Investment Properties, net | 3. Real Estate Investment Properties, net As of September 30, 2015 and December 31, 2014, real estate investment properties consisted of the following (excluding properties held for sale): September 30, December 31, Land and land improvements $ 11,939,925 $ 11,935,351 Building and improvements 50,578,802 50,545,179 Tenant improvements 4,865,600 4,865,600 Equipment 110,594 83,801 Less: accumulated depreciation (8,355,836 ) (6,632,779 ) $ 59,139,085 $ 60,797,152 Depreciation expense on the Company’s real estate investment properties was approximately $0.6 million for each of the quarters, respectively, and $1.7 million and $1.8 million for the nine months ended September 30, 2015 and 2014, respectively. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2015 | |
Operating Leases | 4. Operating Leases The following is a schedule of future minimum lease payments to be received for the remainder of 2015, each of the next four years and thereafter, in the aggregate, under non-cancellable operating leases, as of September 30, 2015: 2015 $ 2,453,532 2016 9,873,482 2017 9,985,713 2018 9,062,490 2019 3,931,325 Thereafter 16,814,991 $ 52,121,533 The above future minimum lease payments exclude tenant reimbursements, straight-line rent adjustments, amortization of above-market lease intangibles, and base rent attributable to any renewal options that may be exercised by the tenants in the future. |
Assets and Associated Liabiliti
Assets and Associated Liabilities Held for Sale | 9 Months Ended |
Sep. 30, 2015 | |
Assets and Associated Liabilities Held for Sale | 5. Assets and Associated Liabilities Held for Sale Foreign Discontinued Operations During 2014, in connection with the Company’s evaluation of potential strategic alternatives for the Company as a whole, the Company entered into a share purchase agreement for the sale of 94.9% of its equity interest in the entities that own the German properties. In January 2015, the Company completed the sale in exchange for aggregate proceeds of approximately $8.1 million, net of transaction costs, of which approximately $0.3 million was held back until the completion of the acquisition audit and other closing conditions. In May 2015, the Company received $0.1 million related to the other closing conditions while the remaining balance will be received upon completion of the acquisition audit. In addition, the Company retained a 5.1% non-controlling equity interest and a 5.1% interest in a note totaling approximately $0.4 million, which was calculated on the basis of selling in-substance real estate pursuant to ASC 360-20 and, therefore, represents 5.1% of the net carrying value of the German portfolio as of the disposition date. All assets and liabilities of these entities were classified as assets held for sale and liabilities associated with assets held for sale, respectively, under guidance previous to ASU 2014-08, on the condensed consolidated balance sheet as of December 31, 2014 and all operating results relating to these properties have been treated as discontinued operations for all periods presented; refer to Note 6. “Discontinued Operations” for additional information. Austin Property In February 2015, the Company committed to a plan to sell the Austin Property as part of the Company’s continuous evaluation of strategic alternatives. In June 2015, the Company completed the sale of its Austin Property and recorded a gain of approximately $0.1 million in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2015. The sale of the Austin Property did not cause a strategic shift in the Company nor was it considered individually significant; therefore, it did not qualify as discontinued operations under ASU 2014-08. As of December 31, 2014, assets held for sale consisted of the following: Foreign Austin Total Land and land improvements $ 4,785,552 $ 1,819,000 $ 6,604,552 Building and improvements 14,450,480 952,562 15,403,042 Tenant improvements — 53,000 53,000 Less: accumulated depreciation (688,372 ) (358,562 ) (1,046,934 ) Operating real estate held for sale 18,547,660 2,466,000 21,013,660 Lease intangibles, net 1,799,349 — 1,799,349 Deferred rent 45,208 — 45,208 Restricted cash 182,345 — 182,345 Loan costs, net 130,632 — 130,632 Other assets 163,789 — 163,789 Total assets held for sale $ 20,868,983 $ 2,466,000 $ 23,334,983 As of December 31, 2014, liabilities associated with assets held for sale consisted of the following relating to the foreign discontinued operations: Mortgages notes payable $ 13,228,159 Unearned rent 6,139 Accounts payable and accrued expenses 453,041 Due to related party 55,288 Total liabilities held for sale $ 13,742,627 These balance sheet amounts for the foreign discontinued operations were converted from Euro to U.S. dollars at an exchange rate of $1.22 per Euro as of December 31, 2014. |
Discontinued Operations | |
Assets and Associated Liabilities Held for Sale | 6. Discontinued Operations The condensed consolidated financial statements reflect reclassifications of rental income, property expenses, interest expense and other income and expenses relating to the German properties from continuing operations to income (loss) from discontinued operations for all periods presented. The Company recognized approximately $0.2 million for financial statement purposes as a gain on sale of foreign discontinued operations related to the January 2015 sale of its 94.9% interest in the German properties. The following is a summary of the income from discontinued operations of the Company’s foreign operations for the quarter and nine months ended September 30, 2015 and 2014: Quarter Ended Nine Months Ended (1) 2015 2014 2015 (2) 2014 Revenues $ — $ 538,556 $ 184,025 $ 1,830,369 Expenses — (168,976 ) (79,189 ) (553,925 ) Depreciation and amortization — — — (369,522 ) Operating income — 369,580 104,836 906,922 Gain on sale of foreign discontinued operations (3) — — 238,411 — Interest expense and loan cost amortization — (116,498 ) (34,958 ) (368,751 ) Income from discontinued operations before income taxes — 253,082 308,289 538,171 Income tax expense — (20,781 ) (7,292 ) (371,943 ) Income from discontinued operations, net of tax $ — $ 232,301 $ 300,997 $ 166,228 FOOTNOTES: (1) The accompanying condensed consolidated statements of operations related to the German properties have been converted from Euro to U.S. dollars at the average exchange rate of $1.12 per Euro and $1.36 per Euro for the nine months ended September 30, 2015 and 2014, respectively. (2) Amounts related to the German properties represent results of operations through the disposition date in January 2015. (3) Amount includes approximately $1.2 million reclassification of cumulative foreign currency translation adjustments included in the accompanying condensed consolidated statement of comprehensive loss. |
Lease Intangibles, net
Lease Intangibles, net | 9 Months Ended |
Sep. 30, 2015 | |
Lease Intangibles, net | 7. Lease Intangibles, net The gross carrying amount and accumulated amortization of the Company’s intangible assets as of September 30, 2015 and December 31, 2014 were as follows: September 30, December 31, In place leases $ 23,675,450 $ 23,675,450 Above-market leases 1,634,300 1,634,300 Gross carrying amount 25,309,750 25,309,750 Accumulated amortization (14,420,943 ) (11,437,297 ) Net book value $ 10,888,807 $ 13,872,453 Amortization expense on the Company’s intangibles, net was approximately $1.0 million and $3.0 million for the quarter and nine months ended September 30, 2015, respectively, of which approximately $0.07 million and $0.2 million, respectively, was treated as a reduction of rental income from operating leases and approximately $0.9 million and $2.8 million, respectively, was included in depreciation and amortization. Amortization expense on the Company’s intangibles, net was approximately $1.0 million and $3.1 million for the quarter and nine months ended September 30, 2014, respectively, of which approximately $0.07 million and $0.2 million, respectively, were treated as a reduction of rental income from operating leases and approximately $1.0 million and $2.9 million, respectively, were included in depreciation and amortization for each of the quarter and nine months ended September 30, 2014, respectively. The estimated future amortization for the Company’s intangible assets for the remainder of 2015, each of the next four years and thereafter, as of September 30, 2015 was as follows: In place Above-market Total 2015 $ 923,792 $ 70,757 $ 994,549 2016 3,695,169 283,026 3,978,195 2017 3,695,169 283,026 3,978,195 2018 1,859,439 78,429 1,937,868 2019 — — — Thereafter — — — $ 10,173,569 $ 715,238 $ 10,888,807 As of September 30, 2015 and December 31, 2014, the weighted average useful lives of in-place leases and above market lease were 2.8 years and 3.6 years, respectively. |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2015 | |
Indebtedness | 8. Indebtedness The net carrying value and the estimated fair value of mortgage notes payable was approximately $55.0 million and $57.1 million as of September 30, 2015, respectively, and approximately $56.1 million and $58.1 million as of December 31, 2014, respectively, based on rates and spreads the Company would expect to obtain for similar borrowings with similar loan terms. Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to the Company’s mortgage notes payable is categorized as Level 3 on the three-level valuation hierarchy. |
Related Party Arrangements
Related Party Arrangements | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Arrangements | 9. Related Party Arrangements In March 2014, the Company entered into the Amended and Restated Expense Support Agreement with its Advisor. Pursuant to the Amended and Restated Expense Support Agreement, effective January 1, 2014, the Advisor agreed to accept Restricted Stock in lieu of cash in payment for up to the full amount of asset management fees and operating-related personnel expenses owed by the Company to the Advisor under the advisory agreement for services rendered after December 31, 2013. The amount of such expense support is equal to the positive excess, if any, of (i) aggregate stockholder cash distributions declared in the applicable quarter, over (ii) the Company’s aggregate modified funds from operations (as defined and revised in the Amended and Restated Expense Support Agreement) for such quarter, determined each calendar quarter on a non-cumulative basis (“Expense Support Amount”). The number of shares of Restricted Stock to be issued to the Advisor in a given quarter is determined by dividing (x) the Expense Support Amount for the applicable quarter, by (y) the most recent price per share of the Company’s common stock, or the most recent estimated net asset value (“NAV”) per share of its common stock. Generally, Restricted Stock will vest immediately prior to or upon the occurrence of a listing of the Company’s common stock, a merger, a sale of all or substantially all of the Company’s assets, or another liquidity or exit event, as described in the Amended and Restated Expense Support Agreement (“Exit Event”). In order for the Restricted Stock to vest upon the occurrence of an Exit Event, however, the consideration or other value attributable to the Company’s common stock as a result of the Exit Event, plus total distributions received by the Company’s stockholders since inception, excluding distributions received by the Advisor, must exceed, and only to the extent that it exceeds, an amount equal to 100% of the stockholder’s invested capital, excluding the Advisor’s invested capital, plus a cumulative 6% priority return on investment (“Vesting Threshold”). The Restricted Stock will also vest immediately in the event the advisory agreement is terminated without cause by the Company before the occurrence of an Exit Event, provided that the most recent NAV, plus total distributions received by stockholders, other than the Advisor, prior to such termination of the advisory agreement exceeds, and only to the extent that it exceeds, the Vesting Threshold. Restricted Stock shall be immediately and permanently forfeited under various circumstances, including certain circumstances relating to a termination of the advisory agreement. The Amended and Restated Expense Support Agreement was effective beginning January 1, 2014 and continues until terminated by the Advisor in writing with 120 days’ notice. In August 2015, the Company received a waiver from the Advisor that forgave all asset management fees and personnel expenses then-owed, and waived all asset management fees and personnel-related expenses that would accrue in future periods pursuant to the advisory agreement (“Advisor Fee Waiver”). As a result of the Advisor Fee Waiver, the Company did not incur any asset management fees or personnel-related expenses during the quarter ended September 30, 2015. The following fees and expenses were settled in connection with the Amended and Restated Expense Support Agreement, including amounts included in income from discontinued operations, net of tax, for the quarter and nine months ended September 30, 2015 and 2014, and cumulatively as of September 30, 2015: Quarter Ended Nine Months Ended As of 2015 (4) 2014 2015 2014 2015 Asset management fees $ — $ 301,529 $ 501,979 $ 904,587 $ 1,708,095 Reimbursable personnel-related expenses — 98,682 242,396 343,139 694,953 $ — $ 400,211 $ 744,375 $ 1,247,726 $ 2,403,048 Then-current offering price (1) $ 7.43 $ 10.00 $ 7.43 $ 10.00 $ 7.43 Restricted stock shares (2) — 40,021 100,185 124,773 280,267 Cash distributions on Restricted Stock (3) $ 14,682 $ 7,977 $ 70,378 $ 14,774 $ 102,458 FOOTNOTES: (1) The then-current offering prices are based on the Company’s NAV per share or historical offering price at the date in which the expense support amounts were ultimately settled under the Expense Support Agreements. (2) The Restricted Stock shares were treated as unissued for financial reporting purposes because the vesting criteria had not been met as of September 30, 2015. (3) The cash distributions have been recognized as compensation expense and are included in general and administrative expense in the accompanying condensed consolidated statements of operations. (4) No amounts were incurred for asset management fees or personnel-related expenses during the period as a result of the Advisor Fee Waiver. The expenses and fees incurred by and reimbursable to the Company’s related parties for the quarter and nine months ended September 30, 2015 and 2014 and the related amounts unpaid as of September 30, 2015 and December 31, 2014 were as follows: Quarter Ended Nine Months Ended September 30, December 31, 2015 2014 2015 2014 2015 2014 Reimbursable expenses: Operating expenses (1) (2) $ 27,078 $ 124,527 $ 312,019 $ 437,961 $ 16,925 $ 20,564 Asset management fees (2) — 301,529 501,979 904,587 — — Property management fees 69,203 101,483 235,080 295,031 28,956 89,818 $ 96,281 $ 527,539 $ 1,049,078 $ 1,637,579 $ 45,881 $ 110,382 FOOTNOTES: (1) In general, amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. (2) For the quarter ended September 30, 2015, no asset management fees or operating-related personnel expenses were incurred as a result of the Advisor Fee Waiver. For the nine months ended September 30, 2015, the Company incurred $0.5 million in asset management fees and $0.2 million in operating-related personnel expenses for which the Advisor agreed to receive Restricted Stock in lieu of cash pursuant to the terms of the Amended and Restated Expense Support Agreement. As a result, asset management fees of $0.5 million and operating expenses of $0.2 million were reduced for the nine months ended September 30, 2015. For the quarter and nine months ended September 30, 2014, the Company incurred $0.3 million and $0.9 million, respectively, in asset management fees and $0.1 million and $0.3 million, respectively, in operating-related personnel expenses for which the Advisor agreed to receive Restricted Stock in lieu of cash pursuant to the terms of the Amended and Restated Expense Support Agreement. As a result, asset management fees of $0.3 million and $0.9 million, respectively, and operating expenses of $0.1 million and $0.3 million, respectively, were reduced for the quarter and nine months ended September 30, 2014. Since the lowest possible fair value at vesting was zero, no value was assigned to the Restricted Stock issuable for the nine months ended September 30, 2015 or for the quarter and nine months ended September 30, 2014. The Advisor waived its rights to any disposition fee related to the sale of the Austin Property. The Advisor waived its rights to any disposition fee related to the sale of the 94.9% equity interest in the entities that own the German properties. |
Equity - Distributions
Equity - Distributions | 9 Months Ended |
Sep. 30, 2015 | |
Equity - Distributions | 10. Equity – Distributions The board of directors approved the suspension of cash distributions on its common stock effective August 4, 2015. During the nine months ended September 30, 2015 and 2014, the Company declared distributions of $3.2 million and $4.0 million, respectively, of which $3.6 million and $4.0 million, respectively, were paid in cash to stockholders. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies | 11. Commitments and Contingencies In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events | 12. Subsequent Events In November 2015, the Company filed with the SEC a definitive proxy statement to notify stockholders of the special meeting of the stockholders, to be held on December 10, 2015, to solicit proxies in favor of the Sale and Plan of Dissolution, including the complete liquidation and dissolution of the Company. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Investment in and Advances to Unconsolidated Entities | Investment in and Advances to Unconsolidated Entities |
Reclassifications | Reclassifications |
Use of Estimates | Use of Estimates |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which requires amendments to both the variable interest entity and voting models. The amendments (i) modify the identification of variable interests (fees paid to a decision maker or service provider), the VIE characteristics for a limited partnership or similar entity and primary beneficiary determination under the VIE model, and (ii) eliminate the presumption within the current voting model that a general partner controls a limited partnership or similar entity. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The amendments may be applied using either a modified retrospective or full retrospective approach. The Company is currently evaluating the effect the guidance will have on its consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03, “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs,” which requires that loan costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The ASU is to be applied retrospectively for each period presented. Upon adoption, an entity is required to comply with the applicable disclosures for a change in an accounting principle. The Company has determined that it will not early adopt this ASU and that the amendments will not materially impact the presentation of the Company’s consolidated financial position and will not have a material impact on the Company’s consolidated results of operations or cash flows. |
Real Estate Investment Proper22
Real Estate Investment Properties, net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate Investment Properties | As of September 30, 2015 and December 31, 2014, real estate investment properties consisted of the following (excluding properties held for sale): September 30, December 31, Land and land improvements $ 11,939,925 $ 11,935,351 Building and improvements 50,578,802 50,545,179 Tenant improvements 4,865,600 4,865,600 Equipment 110,594 83,801 Less: accumulated depreciation (8,355,836 ) (6,632,779 ) $ 59,139,085 $ 60,797,152 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Future Minimum Lease Payments | The following is a schedule of future minimum lease payments to be received for the remainder of 2015, each of the next four years and thereafter, in the aggregate, under non-cancellable operating leases, as of September 30, 2015: 2015 $ 2,453,532 2016 9,873,482 2017 9,985,713 2018 9,062,490 2019 3,931,325 Thereafter 16,814,991 $ 52,121,533 |
Assets and Associated Liabili24
Assets and Associated Liabilities Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Assets and Associated Liabilities Held for Sale | As of December 31, 2014, assets held for sale consisted of the following: Foreign Austin Total Land and land improvements $ 4,785,552 $ 1,819,000 $ 6,604,552 Building and improvements 14,450,480 952,562 15,403,042 Tenant improvements — 53,000 53,000 Less: accumulated depreciation (688,372 ) (358,562 ) (1,046,934 ) Operating real estate held for sale 18,547,660 2,466,000 21,013,660 Lease intangibles, net 1,799,349 — 1,799,349 Deferred rent 45,208 — 45,208 Restricted cash 182,345 — 182,345 Loan costs, net 130,632 — 130,632 Other assets 163,789 — 163,789 Total assets held for sale $ 20,868,983 $ 2,466,000 $ 23,334,983 As of December 31, 2014, liabilities associated with assets held for sale consisted of the following relating to the foreign discontinued operations: Mortgages notes payable $ 13,228,159 Unearned rent 6,139 Accounts payable and accrued expenses 453,041 Due to related party 55,288 Total liabilities held for sale $ 13,742,627 |
Summary of Income from Discontinued Operations of Foreign Operations | The following is a summary of the income from discontinued operations of the Company’s foreign operations for the quarter and nine months ended September 30, 2015 and 2014: Quarter Ended Nine Months Ended (1) 2015 2014 2015 (2) 2014 Revenues $ — $ 538,556 $ 184,025 $ 1,830,369 Expenses — (168,976 ) (79,189 ) (553,925 ) Depreciation and amortization — — — (369,522 ) Operating income — 369,580 104,836 906,922 Gain on sale of foreign discontinued operations (3) — — 238,411 — Interest expense and loan cost amortization — (116,498 ) (34,958 ) (368,751 ) Income from discontinued operations before income taxes — 253,082 308,289 538,171 Income tax expense — (20,781 ) (7,292 ) (371,943 ) Income from discontinued operations, net of tax $ — $ 232,301 $ 300,997 $ 166,228 FOOTNOTES: (1) The accompanying condensed consolidated statements of operations related to the German properties have been converted from Euro to U.S. dollars at the average exchange rate of $1.12 per Euro and $1.36 per Euro for the nine months ended September 30, 2015 and 2014, respectively. (2) Amounts related to the German properties represent results of operations through the disposition date in January 2015. (3) Amount includes approximately $1.2 million reclassification of cumulative foreign currency translation adjustments included in the accompanying condensed consolidated statement of comprehensive loss. |
Lease Intangibles, net (Tables)
Lease Intangibles, net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Gross Carrying Amount and Accumulated Amortization of Intangible Assets | The gross carrying amount and accumulated amortization of the Company’s intangible assets as of September 30, 2015 and December 31, 2014 were as follows: September 30, December 31, In place leases $ 23,675,450 $ 23,675,450 Above-market leases 1,634,300 1,634,300 Gross carrying amount 25,309,750 25,309,750 Accumulated amortization (14,420,943 ) (11,437,297 ) Net book value $ 10,888,807 $ 13,872,453 |
Estimated Future Amortization | The estimated future amortization for the Company’s intangible assets for the remainder of 2015, each of the next four years and thereafter, as of September 30, 2015 was as follows: In place Above-market Total 2015 $ 923,792 $ 70,757 $ 994,549 2016 3,695,169 283,026 3,978,195 2017 3,695,169 283,026 3,978,195 2018 1,859,439 78,429 1,937,868 2019 — — — Thereafter — — — $ 10,173,569 $ 715,238 $ 10,888,807 |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Amended and Restated Expense Support Agreement | |
Expenses and Fees Incurred by and Reimbursable to Related Parties | The following fees and expenses were settled in connection with the Amended and Restated Expense Support Agreement, including amounts included in income from discontinued operations, net of tax, for the quarter and nine months ended September 30, 2015 and 2014, and cumulatively as of September 30, 2015: Quarter Ended Nine Months Ended As of 2015 (4) 2014 2015 2014 2015 Asset management fees $ — $ 301,529 $ 501,979 $ 904,587 $ 1,708,095 Reimbursable personnel-related expenses — 98,682 242,396 343,139 694,953 $ — $ 400,211 $ 744,375 $ 1,247,726 $ 2,403,048 Then-current offering price (1) $ 7.43 $ 10.00 $ 7.43 $ 10.00 $ 7.43 Restricted stock shares (2) — 40,021 100,185 124,773 280,267 Cash distributions on Restricted Stock (3) $ 14,682 $ 7,977 $ 70,378 $ 14,774 $ 102,458 FOOTNOTES: (1) The then-current offering prices are based on the Company’s NAV per share or historical offering price at the date in which the expense support amounts were ultimately settled under the Expense Support Agreements. (2) The Restricted Stock shares were treated as unissued for financial reporting purposes because the vesting criteria had not been met as of September 30, 2015. (3) The cash distributions have been recognized as compensation expense and are included in general and administrative expense in the accompanying condensed consolidated statements of operations. (4) No amounts were incurred for asset management fees or personnel-related expenses during the period as a result of the Advisor Fee Waiver. |
Related Parties | |
Expenses and Fees Incurred by and Reimbursable to Related Parties | The expenses and fees incurred by and reimbursable to the Company’s related parties for the quarter and nine months ended September 30, 2015 and 2014 and the related amounts unpaid as of September 30, 2015 and December 31, 2014 were as follows: Quarter Ended Nine Months Ended September 30, December 31, 2015 2014 2015 2014 2015 2014 Reimbursable expenses: Operating expenses (1) (2) $ 27,078 $ 124,527 $ 312,019 $ 437,961 $ 16,925 $ 20,564 Asset management fees (2) — 301,529 501,979 904,587 — — Property management fees 69,203 101,483 235,080 295,031 28,956 89,818 $ 96,281 $ 527,539 $ 1,049,078 $ 1,637,579 $ 45,881 $ 110,382 FOOTNOTES: (1) In general, amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. (2) For the quarter ended September 30, 2015, no asset management fees or operating-related personnel expenses were incurred as a result of the Advisor Fee Waiver. For the nine months ended September 30, 2015, the Company incurred $0.5 million in asset management fees and $0.2 million in operating-related personnel expenses for which the Advisor agreed to receive Restricted Stock in lieu of cash pursuant to the terms of the Amended and Restated Expense Support Agreement. As a result, asset management fees of $0.5 million and operating expenses of $0.2 million were reduced for the nine months ended September 30, 2015. For the quarter and nine months ended September 30, 2014, the Company incurred $0.3 million and $0.9 million, respectively, in asset management fees and $0.1 million and $0.3 million, respectively, in operating-related personnel expenses for which the Advisor agreed to receive Restricted Stock in lieu of cash pursuant to the terms of the Amended and Restated Expense Support Agreement. As a result, asset management fees of $0.3 million and $0.9 million, respectively, and operating expenses of $0.1 million and $0.3 million, respectively, were reduced for the quarter and nine months ended September 30, 2014. Since the lowest possible fair value at vesting was zero, no value was assigned to the Restricted Stock issuable for the nine months ended September 30, 2015 or for the quarter and nine months ended September 30, 2014. |
Business and Organization - Add
Business and Organization - Additional Information (Detail) | Aug. 10, 2015USD ($)Property$ / shares | Jan. 31, 2015USD ($) | Sep. 30, 2015 | Apr. 23, 2013USD ($) | Jan. 20, 2015$ / shares |
Property Subject to or Available for Operating Lease [Line Items] | |||||
Initial public offering, aggregate offering proceeds received | $ 83,700,000 | ||||
Estimated net asset value per share | $ / shares | $ 7.43 | ||||
Number of real estate properties | Property | 3 | ||||
Termination fee | $ 3,000,000 | ||||
Retained equity interest in unconsolidated entities, percentage | 5.10% | ||||
Aggregate liquidation price per share of common stock outstanding | $ / shares | $ 7.01 | ||||
Equity method investment ownership sold | $ 8,100,000 | ||||
Sales Agreement | Sponsor | |||||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Equity method investment ownership sold | $ 500,000 | ||||
Purchase and Sale Agreement | |||||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Aggregate sale price of remaining real estate properties | $ 93,650,000 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | |
Retained equity interest in unconsolidated entities, percentage | 5.10% |
Real Estate Investment Proper29
Real Estate Investment Properties (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Real Estate Properties [Line Items] | ||
Total | $ 59,139,085 | $ 60,797,152 |
Real Estate | ||
Real Estate Properties [Line Items] | ||
Land and land improvements | 11,939,925 | 11,935,351 |
Building and improvements | 50,578,802 | 50,545,179 |
Tenant improvements | 4,865,600 | 4,865,600 |
Equipment | 110,594 | 83,801 |
Less: accumulated depreciation | (8,355,836) | (6,632,779) |
Total | $ 59,139,085 | $ 60,797,152 |
Real Estate Investment Proper30
Real Estate Investment Properties Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Real Estate Properties [Line Items] | ||||
Depreciation expense on real estate investment properties | $ 0.6 | $ 0.6 | $ 1.7 | $ 1.8 |
Future Minimum Lease Payments (
Future Minimum Lease Payments (Detail) | Sep. 30, 2015USD ($) |
Operating Leased Assets [Line Items] | |
2,015 | $ 2,453,532 |
2,016 | 9,873,482 |
2,017 | 9,985,713 |
2,018 | 9,062,490 |
2,019 | 3,931,325 |
Thereafter | 16,814,991 |
Total future minimum lease payments | $ 52,121,533 |
Assets and Associated Liabili32
Assets and Associated Liabilities Held for Sale - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | ||
May. 31, 2015USD ($) | Jan. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014€ / $ | |
Real Estate Properties [Line Items] | ||||
Equity method investment ownership sold | $ 8,100,000 | |||
Amount held until completion of acquisition audit | $ 300,000 | |||
Retained equity interest in unconsolidated entities, percentage | 5.10% | |||
Percentage of notes retained on subsidiary | 5.10% | |||
Non-controlling ownership of German assets | $ 400,000 | |||
Other closing conditions | $ 100,000 | |||
Gain on sale of Austin property | $ 110,571 | |||
Austin Property | ||||
Real Estate Properties [Line Items] | ||||
Gain on sale of Austin property | $ 100,000 | |||
Assets Held-for-sale | ||||
Real Estate Properties [Line Items] | ||||
Ownership percentage of German assets | 94.90% | 94.90% | ||
Balance Sheet | ||||
Real Estate Properties [Line Items] | ||||
Foreign currency exchange rate translation from Euros to U.S. dollars | € / $ | 1.22 |
Assets and Associated Liabili33
Assets and Associated Liabilities Held for Sale (Detail) | Dec. 31, 2014USD ($) |
Real Estate Properties [Line Items] | |
Less: accumulated depreciation | $ (1,046,934) |
Operating real estate held for sale | 21,013,660 |
Lease intangibles, net | 1,799,349 |
Deferred rent | 45,208 |
Restricted cash | 182,345 |
Loan costs, net | 130,632 |
Other assets | 163,789 |
Total assets held for sale | 23,334,983 |
Total liabilities held for sale | 13,742,627 |
Land and Land Improvements | |
Real Estate Properties [Line Items] | |
Assets held for sale | 6,604,552 |
Buildings and improvements | |
Real Estate Properties [Line Items] | |
Assets held for sale | 15,403,042 |
Tenant Improvements | |
Real Estate Properties [Line Items] | |
Assets held for sale | 53,000 |
Foreign Discontinued Operation | |
Real Estate Properties [Line Items] | |
Less: accumulated depreciation | (688,372) |
Operating real estate held for sale | 18,547,660 |
Lease intangibles, net | 1,799,349 |
Deferred rent | 45,208 |
Restricted cash | 182,345 |
Loan costs, net | 130,632 |
Other assets | 163,789 |
Total assets held for sale | 20,868,983 |
Mortgages notes payable | 13,228,159 |
Unearned rent | 6,139 |
Accounts payable and accrued expenses | 453,041 |
Due to related party | 55,288 |
Total liabilities held for sale | 13,742,627 |
Foreign Discontinued Operation | Land and Land Improvements | |
Real Estate Properties [Line Items] | |
Assets held for sale | 4,785,552 |
Foreign Discontinued Operation | Buildings and improvements | |
Real Estate Properties [Line Items] | |
Assets held for sale | 14,450,480 |
Austin Property | |
Real Estate Properties [Line Items] | |
Less: accumulated depreciation | (358,562) |
Operating real estate held for sale | 2,466,000 |
Total assets held for sale | 2,466,000 |
Austin Property | Land and Land Improvements | |
Real Estate Properties [Line Items] | |
Assets held for sale | 1,819,000 |
Austin Property | Buildings and improvements | |
Real Estate Properties [Line Items] | |
Assets held for sale | 952,562 |
Austin Property | Tenant Improvements | |
Real Estate Properties [Line Items] | |
Assets held for sale | $ 53,000 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain from sale of foreign discontinued operations | $ 238,411 | |
Assets Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Ownership percentage of German assets | 94.90% | 94.90% |
Summary of Income from Disconti
Summary of Income from Discontinued Operations of Foreign Operations (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenues | $ 538,556 | $ 184,025 | [1],[2] | $ 1,830,369 | [2] | |
Expenses | (168,976) | (79,189) | [1],[2] | (553,925) | [2] | |
Depreciation and amortization | [2] | (369,522) | ||||
Operating income | 369,580 | 104,836 | [1],[2] | 906,922 | [2] | |
Gain on sale of foreign discontinued operations | [1],[2],[3] | 238,411 | ||||
Interest expense and loan cost amortization | (116,498) | (34,958) | [1],[2] | (368,751) | [2] | |
Income from discontinued operations before income taxes | 253,082 | 308,289 | [1],[2] | 538,171 | [2] | |
Income tax expense | (20,781) | (7,292) | [1],[2] | (371,943) | [2] | |
Income from discontinued operations, net of tax | $ 232,301 | $ 300,997 | [1],[2] | $ 166,228 | [2] | |
[1] | Amounts related to the German properties represent results of operations through the disposition date in January 2015. | |||||
[2] | The accompanying condensed consolidated statements of operations related to the German properties have been converted from Euro to U.S. dollars at the average exchange rate of $1.12 per Euro and $1.36 per Euro for the nine months ended September 30, 2015 and 2014, respectively. | |||||
[3] | Amount includes approximately $1.2 million reclassification of cumulative foreign currency translation adjustments included in the accompanying condensed consolidated statement of comprehensive loss. |
Summary of Income from Discon36
Summary of Income from Discontinued Operations of Foreign Operations (Parenthetical) (Detail) | 9 Months Ended | |
Sep. 30, 2015USD ($)€ / $ | Sep. 30, 2014€ / $ | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Reclassification of cumulative foreign currency translation adjustments | $ 1,195,124 | |
Income Statement | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Foreign currency exchange rate translation from Euros to U.S. dollars | € / $ | 1.12 | 1.36 |
Gross Carrying Amount and Accum
Gross Carrying Amount and Accumulated Amortization of Intangible Assets (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 25,309,750 | $ 25,309,750 |
Accumulated amortization | (14,420,943) | (11,437,297) |
Net Book Value | 10,888,807 | 13,872,453 |
In place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 23,675,450 | 23,675,450 |
Net Book Value | 10,173,569 | |
Above-market leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,634,300 | $ 1,634,300 |
Net Book Value | $ 715,238 |
Lease Intangibles Net - Additio
Lease Intangibles Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangibles including above market lease | $ 1,000 | $ 1,000 | $ 3,000 | $ 3,100 | |
In place leases | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of above market leases | 70 | 70 | $ 200 | 200 | |
Weighted average useful lives of leases | 2 years 9 months 18 days | 3 years 7 months 6 days | |||
Above-market leases | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | $ 900 | $ 1,000 | $ 2,800 | $ 2,900 | |
Weighted average useful lives of leases | 2 years 9 months 18 days | 3 years 7 months 6 days |
Estimated Future Amortization (
Estimated Future Amortization (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule Of Estimated Future Amortization Expense [Line Items] | ||
2,015 | $ 994,549 | |
2,016 | 3,978,195 | |
2,017 | 3,978,195 | |
2,018 | 1,937,868 | |
2,019 | 0 | |
Thereafter | 0 | |
Net Book Value | 10,888,807 | $ 13,872,453 |
In place leases | ||
Schedule Of Estimated Future Amortization Expense [Line Items] | ||
2,015 | 923,792 | |
2,016 | 3,695,169 | |
2,017 | 3,695,169 | |
2,018 | 1,859,439 | |
2,019 | 0 | |
Thereafter | 0 | |
Net Book Value | 10,173,569 | |
Above-market leases | ||
Schedule Of Estimated Future Amortization Expense [Line Items] | ||
2,015 | 70,757 | |
2,016 | 283,026 | |
2,017 | 283,026 | |
2,018 | 78,429 | |
2,019 | 0 | |
Thereafter | 0 | |
Net Book Value | $ 715,238 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Fair market value of the mortgage notes payable | $ 57.1 | $ 58.1 |
Carrying value of the mortgage notes payable | $ 55 | $ 56.1 |
Related Party Arrangements - Ad
Related Party Arrangements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Notice period | 120 days | ||||
Assets Held-for-sale | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage of German assets | 94.90% | 94.90% | 94.90% | ||
Amended and Restated Expense Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Asset management fees | $ 0 | $ 301,529 | $ 501,979 | $ 904,587 | |
Reimbursable personnel-related expenses | $ 0 | $ 98,682 | $ 242,396 | $ 343,139 | |
Minimum | |||||
Related Party Transaction [Line Items] | |||||
Minimum annualized return of investment required upon ultimate liquidity of the company for restricted stock to be issued | 6.00% |
Fees and Reimbursable Expenses
Fees and Reimbursable Expenses Settled in Connection with to Amended and Restated Expense Support Agreement, Including Income from Discontinued Operations (Detail) - Amended and Restated Expense Support Agreement - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
Related Party Transaction [Line Items] | |||||||
Asset management fees | $ 0 | $ 301,529 | $ 501,979 | $ 904,587 | |||
Reimbursable personnel-related expenses | $ 0 | 98,682 | 242,396 | 343,139 | |||
Operating expenses | $ 400,211 | $ 744,375 | $ 1,247,726 | ||||
Then-current offering price | [2] | $ 7.43 | [1] | $ 10 | $ 7.43 | [1] | $ 10 |
Restricted stock shares | [3] | $ 40,021 | $ 100,185 | $ 124,773 | |||
Cash distributions on Restricted Stock | [4] | $ 14,682 | [1] | $ 7,977 | 70,378 | $ 14,774 | |
Accumulated Expenses to Date | |||||||
Related Party Transaction [Line Items] | |||||||
Asset management fees | 1,708,095 | ||||||
Reimbursable personnel-related expenses | 694,953 | ||||||
Operating expenses | $ 2,403,048 | ||||||
Then-current offering price | [2] | $ 7.43 | $ 7.43 | ||||
Restricted stock shares | [3] | $ 280,267 | |||||
Cash distributions on Restricted Stock | [4] | $ 102,458 | |||||
[1] | No amounts were incurred for asset management fees or personnel-related expenses during the period as a result of the Advisor Fee Waiver. | ||||||
[2] | The then-current offering prices are based on the Company's NAV per share or historical offering price at the date in which the expense support amounts were ultimately settled under the Expense Support Agreements. | ||||||
[3] | The Restricted Stock shares were treated as unissued for financial reporting purposes because the vesting criteria had not been met as of September 30, 2015. | ||||||
[4] | The cash distributions have been recognized as compensation expense and are included in general and administrative expense in the accompanying condensed consolidated statements of operations. |
Fees and Reimbursable Expense43
Fees and Reimbursable Expenses Settled in Connection with to Amended and Restated Expense Support Agreement, Including Income from Discontinued Operations (Parenthetical) (Detail) - Amended and Restated Expense Support Agreement - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Asset management fees | $ 0 | $ 301,529 | $ 501,979 | $ 904,587 |
Reimbursable personnel-related expenses | $ 0 | $ 98,682 | $ 242,396 | $ 343,139 |
Expenses and Fees Incurred by a
Expenses and Fees Incurred by and Reimbursable to Related Parties (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |||||
Reimbursable expenses, Unpaid Amounts | |||||||||
Due to related parties | $ 45,881 | $ 45,881 | $ 55,094 | ||||||
Related Parties | |||||||||
Reimbursable expenses: | |||||||||
Operating expenses | [1],[2] | 27,078 | $ 124,527 | 312,019 | $ 437,961 | ||||
Asset management fees | 0 | 301,529 | [1] | 501,979 | [1] | 904,587 | [1] | ||
Property management fees | 69,203 | 101,483 | 235,080 | 295,031 | |||||
Reimbursable costs and expenses, total | 96,281 | $ 527,539 | 1,049,078 | $ 1,637,579 | |||||
Reimbursable expenses, Unpaid Amounts | |||||||||
Operating expenses | [1],[2] | 16,925 | 16,925 | 20,564 | |||||
Asset management fees | [1] | 0 | 0 | 0 | |||||
Property management fees | 28,956 | 28,956 | 89,818 | ||||||
Due to related parties | $ 45,881 | $ 45,881 | $ 110,382 | ||||||
[1] | For the quarter ended September 30, 2015, no asset management fees or operating-related personnel expenses were incurred as a result of the Advisor Fee Waiver. For the nine months ended September 30, 2015, the Company incurred $0.5 million in asset management fees and $0.2 million in operating-related personnel expenses for which the Advisor agreed to receive Restricted Stock in lieu of cash pursuant to the terms of the Amended and Restated Expense Support Agreement. As a result, asset management fees of $0.5 million and operating expenses of $0.2 million were reduced for the nine months ended September 30, 2015. For the quarter and nine months ended September 30, 2014, the Company incurred $0.3 million and $0.9 million, respectively, in asset management fees and $0.1 million and $0.3 million, respectively, in operating-related personnel expenses for which the Advisor agreed to receive Restricted Stock in lieu of cash pursuant to the terms of the Amended and Restated Expense Support Agreement. As a result, asset management fees of $0.3 million and $0.9 million, respectively, and operating expenses of $0.1 million and $0.3 million, respectively, were reduced for the quarter and nine months ended September 30, 2014. Since the lowest possible fair value at vesting was zero, no value was assigned to the Restricted Stock issuable for the nine months ended September 30, 2015 or for the quarter and nine months ended September 30, 2014. | ||||||||
[2] | In general, amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations. |
Expenses and Fees Incurred by45
Expenses and Fees Incurred by and Reimbursable to Related Parties (Parenthetical) (Detail) - Related Parties - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
Related Party Transaction [Line Items] | |||||||
Asset management fees | $ 0 | $ 301,529 | [1] | $ 501,979 | [1] | $ 904,587 | [1] |
Operating-related personnel expenses | $ 0 | 100,000 | 200,000 | 300,000 | |||
Decrease asset management fees | (300,000) | (500,000) | (900,000) | ||||
Decrease operating expenses | (100,000) | (200,000) | (300,000) | ||||
Restricted Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Related party arrangement, fair value of restricted stock issuable to Advisor | $ 0 | $ 0 | $ 0 | ||||
[1] | For the quarter ended September 30, 2015, no asset management fees or operating-related personnel expenses were incurred as a result of the Advisor Fee Waiver. For the nine months ended September 30, 2015, the Company incurred $0.5 million in asset management fees and $0.2 million in operating-related personnel expenses for which the Advisor agreed to receive Restricted Stock in lieu of cash pursuant to the terms of the Amended and Restated Expense Support Agreement. As a result, asset management fees of $0.5 million and operating expenses of $0.2 million were reduced for the nine months ended September 30, 2015. For the quarter and nine months ended September 30, 2014, the Company incurred $0.3 million and $0.9 million, respectively, in asset management fees and $0.1 million and $0.3 million, respectively, in operating-related personnel expenses for which the Advisor agreed to receive Restricted Stock in lieu of cash pursuant to the terms of the Amended and Restated Expense Support Agreement. As a result, asset management fees of $0.3 million and $0.9 million, respectively, and operating expenses of $0.1 million and $0.3 million, respectively, were reduced for the quarter and nine months ended September 30, 2014. Since the lowest possible fair value at vesting was zero, no value was assigned to the Restricted Stock issuable for the nine months ended September 30, 2015 or for the quarter and nine months ended September 30, 2014. |
Equity - Distributions - Additi
Equity - Distributions - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule Of Stockholders Equity [Line Items] | ||
Suspension of cash distributions on common stock, effective date | Aug. 4, 2015 | |
Distributions declared | $ 3,200,000 | $ 4,000,000 |
Distributions to stockholders | $ 3,632,082 | $ 4,029,108 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Sep. 30, 2015LegalMatter |
Commitment And Contingencies [Line Items] | |
Material legal proceedings pending | 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Nov. 05, 2015 |
Subsequent Event | |
Subsequent Event [Line Items] | |
Stockholders special meeting date | Dec. 10, 2015 |