Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 07, 2016 | |
Entity Information | ||
Entity Registrant Name | COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC. | |
Entity Central Index Key | 1,498,542 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Wrap Class common stock | ||
Entity Information | ||
Entity Common Stock, Shares Outstanding | 11,800,000 | |
Advisor Class common stock | ||
Entity Information | ||
Entity Common Stock, Shares Outstanding | 3,900,000 | |
Institutional Class common stock | ||
Entity Information | ||
Entity Common Stock, Shares Outstanding | 786,400 |
Condensed Consolidated Unaudite
Condensed Consolidated Unaudited Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Investment in real estate assets: | ||
Land | $ 62,647 | $ 49,785 |
Buildings and improvements | 253,078 | 187,616 |
Intangible lease assets | 40,771 | 32,880 |
Total real estate investments, at cost | 356,496 | 270,281 |
Less: accumulated depreciation and amortization | (19,640) | (12,698) |
Total real estate investments, net | 336,856 | 257,583 |
Investment in marketable securities | 5,667 | 5,237 |
Total real estate investments and marketable securities, net | 342,523 | 262,820 |
Cash and cash equivalents | 25,045 | 14,840 |
Restricted cash | 806 | 118 |
Rents and tenant receivables, net | 3,603 | 2,655 |
Property escrow deposits, prepaid expenses and other assets | 1,606 | 250 |
Deferred costs, net | 668 | 819 |
Total assets | 374,251 | 281,502 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Credit facility and notes payable, net | 119,067 | 117,730 |
Accrued expenses and accounts payable | 2,413 | 2,122 |
Escrowed investor proceeds | 281 | 50 |
Due to affiliates | 13,301 | 8,235 |
Intangible lease liabilities, net | 3,664 | 3,513 |
Distributions payable | 1,205 | 788 |
Deferred rental income, derivative liabilities, and other liabilities | 2,169 | 1,120 |
Total liabilities | 142,100 | 133,558 |
Commitments and contingencies | ||
Redeemable common stock | 28,062 | 17,967 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Capital in excess of par value | 224,537 | 140,202 |
Accumulated distributions in excess of earnings | (19,676) | (9,949) |
Accumulated other comprehensive loss | (926) | (375) |
Total stockholders’ equity | 204,089 | 129,977 |
Total liabilities and stockholders’ equity | 374,251 | 281,502 |
A Shares common stock, $0.01 par value; 163,000,000 shares authorized, 3,469,142 and 1,371,763 shares issued and outstanding, respectively | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | 35 | 14 |
I Shares common stock, $0.01 par value; 163,000,000 shares authorized, 728,176 and 657,624 shares issued and outstanding, respectively | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | 7 | 7 |
W Shares common stock, $0.01 par value; 164,000,000 shares authorized, 11,196,638 and 7,825,063 shares issued and outstanding, respectively | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | $ 112 | $ 78 |
Condensed Consolidated Unaudit3
Condensed Consolidated Unaudited Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 163,000,000 | 163,000,000 |
Common stock, shares issued (in shares) | 3,469,142 | 1,371,763 |
Common stock, shares outstanding (in shares) | 3,469,142 | 1,371,763 |
Common Class I | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 163,000,000 | 163,000,000 |
Common stock, shares issued (in shares) | 728,176 | 657,624 |
Common stock, shares outstanding (in shares) | 728,176 | 657,624 |
Common Class W | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 164,000,000 | 164,000,000 |
Common stock, shares issued (in shares) | 11,196,638 | 7,825,063 |
Common stock, shares outstanding (in shares) | 11,196,638 | 7,825,063 |
Condensed Consolidated Unaudit4
Condensed Consolidated Unaudited Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Rental income | $ 6,163 | $ 4,170 | $ 17,160 | $ 12,895 |
Tenant reimbursement income | 697 | 547 | 1,936 | 1,194 |
Interest income on marketable securities | 29 | 28 | 88 | 48 |
Total revenues | 6,889 | 4,745 | 19,184 | 14,137 |
Operating expenses: | ||||
General and administrative | 1,326 | 452 | 3,512 | 1,305 |
Property operating | 239 | 162 | 683 | 494 |
Real estate tax | 548 | 426 | 1,518 | 841 |
Advisory fees and expenses | 725 | 693 | 1,911 | 1,686 |
Acquisition-related | 705 | 150 | 1,748 | 217 |
Depreciation and amortization | 2,390 | 1,546 | 6,674 | 4,742 |
Total operating expenses | 5,933 | 3,429 | 16,046 | 9,285 |
Operating income | 956 | 1,316 | 3,138 | 4,852 |
Other income (expense): | ||||
Interest expense and other, net | (1,326) | (1,152) | (3,805) | (2,920) |
(Loss) income before real estate dispositions | (370) | 164 | (667) | 1,932 |
Gain on disposition of real estate, net | 0 | 964 | 0 | 5,642 |
Net (loss) income | $ (370) | $ 1,128 | $ (667) | $ 7,574 |
Weighted average number of common shares outstanding: | ||||
Basic and diluted (shares) | 14,200,887 | 8,031,003 | 12,342,600 | 7,567,349 |
Net (loss) income per common share: | ||||
Basic and diluted (in dollars per share) | $ (0.03) | $ 0.14 | $ (0.05) | $ 1 |
Distributions declared per common share (in dollars per share) | $ 0.25 | $ 0.25 | $ 0.73 | $ 0.73 |
Condensed Consolidated Unaudit5
Condensed Consolidated Unaudited Statement of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (370) | $ 1,128 | $ (667) | $ 7,574 |
Other comprehensive income (loss): | ||||
Unrealized holding gain (loss) on marketable securities | 10 | 20 | 184 | (41) |
Less: reclassification adjustment for loss (gain) included in income as other expense | 3 | 5 | (2) | 12 |
Unrealized gain (loss) on interest rate swaps | 244 | (700) | (1,138) | (874) |
Amount of loss reclassified from other comprehensive income into income as interest expense | 131 | 137 | 405 | 137 |
Total other comprehensive income (loss) | 388 | (538) | (551) | (766) |
Comprehensive income (loss) | $ 18 | $ 590 | $ (1,218) | $ 6,808 |
Condensed Consolidated Unaudit6
Condensed Consolidated Unaudited Statement of Stockholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common Class A | Common Class I | Common Class W | Common StockCommon Class A | Common StockCommon Class I | Common StockCommon Class W | Capital in Excess of Par Value | Accumulated Distributions in Excess of Earnings | Accumulated Other Comprehensive Loss |
Balance, shares (in shares) at Dec. 31, 2015 | 1,371,763 | 657,624 | 7,825,063 | 1,371,763 | 657,624 | 7,825,063 | ||||
Balance at Dec. 31, 2015 | $ 129,977 | $ 14 | $ 7 | $ 78 | $ 140,202 | $ (9,949) | $ (375) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock (in shares) | 2,175,734 | 70,552 | 3,918,026 | |||||||
Issuance of common stock | 113,843 | $ 22 | $ 0 | $ 40 | 113,781 | |||||
Distributions to investors | (9,060) | (9,060) | ||||||||
Commissions, dealer manager and distribution fees | (7,126) | (7,126) | ||||||||
Other offering costs | (843) | (843) | ||||||||
Redemptions of common stock, shares (in shares) | (78,355) | (546,451) | ||||||||
Redemptions of common stock | (11,389) | $ (1) | $ (6) | (11,382) | ||||||
Changes in redeemable common stock | (10,095) | (10,095) | ||||||||
Comprehensive loss | (1,218) | (667) | (551) | |||||||
Balance, shares (in shares) at Sep. 30, 2016 | 3,469,142 | 728,176 | 11,196,638 | 3,469,142 | 728,176 | 11,196,638 | ||||
Balance at Sep. 30, 2016 | $ 204,089 | $ 35 | $ 7 | $ 112 | $ 224,537 | $ (19,676) | $ (926) |
Condensed Consolidated Unaudit7
Condensed Consolidated Unaudited Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (667) | $ 7,574 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization, net | 6,671 | 4,882 |
Straight-line rental income | (707) | (543) |
Amortization of deferred financing costs | 436 | 324 |
Amortization on marketable securities | 12 | 8 |
Gain on disposition of real estate assets, net | 0 | (5,642) |
(Gain) loss on sale of marketable securities | (2) | 12 |
Bad debt expense | 15 | 2 |
Changes in assets and liabilities: | ||
Rents and tenant receivables | (256) | (422) |
Prepaid expenses and other assets | (121) | 66 |
Accounts payable and accrued expenses | 182 | 125 |
Deferred rental income and other liabilities | 316 | 139 |
Due to affiliates | 196 | (597) |
Net cash provided by operating activities | 6,075 | 5,928 |
Cash flows from investing activities: | ||
Investment in real estate assets and capital expenditures | (85,684) | (7,601) |
Investment in marketable securities | (861) | (5,899) |
Proceeds from sale and maturities of marketable securities | 603 | 1,717 |
Proceeds from disposition of real estate assets | 0 | 21,398 |
Payment of property escrow deposits | (3,046) | (585) |
Refund of property escrow deposits | 1,811 | 0 |
Change in restricted cash | (688) | (487) |
Net cash (used in) provided by investing activities | (87,865) | 8,543 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 109,738 | 28,445 |
Offering costs on issuance of common stock | (3,099) | (843) |
Redemptions of common stock | (11,389) | (9,368) |
Distributions to investors | (4,538) | (3,099) |
Proceeds from credit facility and notes payable | 16,275 | 62,950 |
Repayments of credit facility | (15,000) | (83,000) |
Proceeds from line of credit with affiliate | 0 | 10,000 |
Repayments of line of credit with affiliate | 0 | (10,000) |
Deferred financing costs paid | (223) | (1,227) |
Change in escrowed investor proceeds liability | 231 | 432 |
Net cash provided by (used in) financing activities | 91,995 | (5,710) |
Net increase in cash and cash equivalents | 10,205 | 8,761 |
Cash and cash equivalents, beginning of period | 14,840 | 4,489 |
Cash and cash equivalents, end of period | 25,045 | 13,250 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Accrued dealer manager fee, distribution fee, and other offering costs | 11,576 | 5,395 |
Distributions to investors declared and unpaid | 1,205 | 664 |
Common stock issued through distribution reinvestment plan | 4,105 | 2,365 |
Change in fair value of marketable securities | 182 | (29) |
Change in fair value of interest rate swaps | (733) | (737) |
Accrued capital expenditures | 109 | 0 |
Supplemental cash flow disclosures: | ||
Interest paid | $ 3,180 | $ 2,460 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Cole Real Estate Income Strategy (Daily NAV), Inc. (the “Company”) is a Maryland corporation, incorporated on July 27, 2010, that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in its taxable year ended December 31, 2012. Substantially all of the Company’s business is conducted through Cole Real Estate Income Strategy (Daily NAV) Operating Partnership, LP (“Cole OP”), a Delaware limited partnership. The Company is the sole general partner of, and owns, directly or indirectly, 100% of the partnership interests in Cole OP. The Company is externally managed by Cole Real Estate Income Strategy (Daily NAV) Advisors, LLC, a Delaware limited liability company (“Cole Advisors”), an affiliate of the Company’s sponsor, Cole Capital ® , which is a trade name used to refer to a group of affiliated entities directly or indirectly controlled by VEREIT, Inc. (“VEREIT”), a widely-held public company whose shares of common stock are listed on the New York Stock Exchange (NYSE: VER). VEREIT indirectly owns and/or controls the Company’s external advisor, Cole Advisors, the Company’s dealer manager, Cole Capital Corporation (“CCC”), the Company’s property manager, CREI Advisors, LLC (“CREI Advisors”), and Cole Capital. On December 6, 2011, pursuant to a registration statement filed on Form S-11 (Registration No. 333-169535) (the “Initial Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), the Company commenced its initial public offering on a “best efforts” basis of $4.0 billion in shares of common stock. On August 26, 2013, pursuant to a registration statement filed on Form S-11 (Registration No. 333-186656) (the “Multi-Class Registration Statement”) under the Securities Act, the Company designated the existing shares of the Company’s common stock that were sold prior to such date to be Wrap Class shares (“W Shares”) of common stock and registered two new classes of the Company’s common stock, Advisor Class shares (“A Shares”) and Institutional Class shares (“I Shares”). Pursuant to the Multi-Class Registration Statement, the Company is offering up to $4.0 billion in shares of common stock of the three classes (the “Offering”), consisting of $3.5 billion in shares in the Company’s primary offering (the “Primary Offering”) and $500.0 million in shares pursuant to a distribution reinvestment plan (the “DRIP”). The Company is offering to sell any combination of W Shares, A Shares and I Shares with a dollar value up to the maximum offering amount. As of September 30, 2016 , the Company had issued approximately 17.8 million shares of common stock in the Offering for gross offering proceeds of $313.8 million before offering costs and selling commissions, and the current portion of dealer manager fees and distribution fees of $7.5 million . The per share purchase price for each class of common stock varies from day-to-day and, on each business day, is equal to, for each class of common stock, the Company’s net asset value (“NAV”) for such class, divided by the number of shares of that class outstanding as of the close of business on the previous day, plus, for A Shares sold in the Primary Offering, applicable selling commissions. The Company’s NAV per share is calculated daily as of the close of business by an independent fund accountant using a process that reflects (1) estimated values of each of the Company’s commercial real estate assets, related liabilities and notes receivable secured by real estate provided periodically by the Company’s independent valuation expert in individual appraisal reports, (2) daily updates in the price of liquid assets for which third party market quotes are available, (3) accruals of daily distributions and (4) estimates of daily accruals, on a net basis, of operating revenues, expenses, debt service costs and fees. As of September 30, 2016 , the NAV per share for W Shares, A Shares and I Shares was $18.25 , $18.13 and $18.37 , respectively. The Company’s NAV is not audited or reviewed by its independent registered public accounting firm. The Company intends to use substantially all of the net proceeds from the Offering to acquire and operate a diversified portfolio primarily consisting of (1) necessity retail, office and industrial properties that are leased to creditworthy tenants under long-term net leases and are strategically located throughout the United States and U.S. protectorates, (2) notes receivable secured by commercial real estate, including the origination of loans, and (3) cash, cash equivalents, other short-term investments and traded real estate-related securities. As of September 30, 2016 , the Company owned 96 commercial properties located in 31 states, containing 2.6 million rentable square feet of commercial space, including the square feet of buildings which are on land subject to ground leases. As of September 30, 2016 , the rentable square feet at these properties was 99.2% leased, including month-to-month agreements, if any. The Company is structured as a perpetual-life, non-exchange traded REIT. This means that, subject to regulatory approval of our filing for additional offerings, the Company will be selling shares of common stock on a continuous basis and for an indefinite period of time to the extent permissible under applicable law. The Company will endeavor to take all reasonable actions to avoid interruptions in the continuous offering of shares of common stock. The Company reserves the right to terminate the Offering at any time. |
Correction of Prior Period Amou
Correction of Prior Period Amounts | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
CORRECTION OF PRIOR PERIOD AMOUNTS | CORRECTION OF PRIOR PERIOD AMOUNTS During the second quarter of 2016, the Company was advised of a recent interpretative clarification regarding our industry’s accounting of the recognition of ongoing periodic fees (“OPFs”), which include dealer manager fees and distribution fees that are paid monthly related to the issuance of certain classes of common stock. The Company previously recorded OPFs as a reduction to equity on a monthly basis when payment was due to the dealer manager. The Company assessed this policy in light of the recent interpretive clarification, and determined that a liability should have been recorded for the estimated amount of total OPFs to be paid in future periods upon issuance of shares structured with OPFs. This determination affected the consolidated balance sheets, consolidated statements of stockholders’ equity and supplemental disclosures of non-cash investing and financing activities for historical periods beginning in 2011 through March 31, 2016. There was no impact to the statements of operations or comprehensive income (loss) or net cash provided by (used in) operating, investing or financing activities as presented in the consolidated statements of cash flows. The Company assessed the materiality of the correction on prior periods’ financial statements in accordance with Accounting Standards Codification 250 (“ASC 250”), Presentation of Financial Statements , and concluded that these misstatements were not material to any of the Company’s previously issued consolidated financial statements. In accordance with ASC 250, the consolidated balance sheet as of December 31, 2015, the consolidated statement of stockholders’ equity January 1, 2016 beginning balance and the consolidated statements of cash flows – supplemental disclosures of non-cash investing and financing activities for the nine months ended September 30, 2015 have been adjusted to reflect the correction. The following tables show the affected line items within the consolidated financial statements (dollars in thousands): Consolidated Balance Sheet December 31, 2015 As Previously Reported Adjustment As Restated Due to affiliates $ 2,006 $ 6,229 $ 8,235 Total liabilities $ 127,329 $ 6,229 $ 133,558 Capital in excess of par value $ 146,431 $ (6,229 ) $ 140,202 Total stockholders’ equity $ 136,206 $ (6,229 ) $ 129,977 Consolidated Statement of Stockholders’ Equity Capital in Excess of Par Value Total Stockholders’ Equity Capital in Excess of Par Value Total Stockholders’ Equity Capital in Excess of Par Value Total Stockholders’ Equity As Previously Reported Adjustment As Restated Balance, January 1, 2016 $ 146,431 $ 136,206 $ (6,229 ) $ (6,229 ) $ 140,202 $ 129,977 Consolidated Statements of Cash Flows – Supplemental Disclosures of Non-Cash Investing and Financing Activities Nine Months Ended September 30, 2015 As Previously Reported Adjustment As Restated Accrued dealer manager fee, distribution fee, and other offering costs $ 334 $ 5,061 $ 5,395 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated unaudited financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying condensed consolidated unaudited financial statements. Principles of Consolidation and Basis of Presentation The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2015 , and related notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . The condensed consolidated unaudited financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. The condensed consolidated unaudited financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain amounts in the Company’s prior period condensed consolidated unaudited financial statements have been reclassified to conform to the current period presentation. The Company has chosen to combine depreciation of $1.0 million and $3.2 million and amortization of $498,000 and $1.5 million for the three and nine months ended September 30, 2015 , respectively, into the line item depreciation and amortization in the condensed consolidated unaudited statements of operations. In addition, the Company has chosen to combine depreciation of $3.2 million and amortization of intangible lease assets and below-market lease intangibles, net of $1.5 million for the nine months ended September 30, 2015 , respectively, into the line item depreciation and amortization, net in the condensed consolidated unaudited statements of cash flows. These reclassifications had no effect on previously reported totals or subtotals. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Real Estate Investments Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition, construction and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All acquisition-related expenses, repairs and maintenance are expensed as incurred. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows: Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term Recoverability of Real Estate Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value will be determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment indicators were identified and no impairment losses were recorded during the nine months ended September 30, 2016 or 2015 . Assets Held for Sale When a real estate asset is identified by the Company as held for sale, the Company will cease depreciation and amortization of the assets related to the property and estimate the fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount would be recorded to reflect the estimated fair value of the property, net of selling costs. There were no assets identified as held for sale as of September 30, 2016 or December 31, 2015 . Allocation of Purchase Price of Real Estate Assets Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition-related expenses are expensed as incurred. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. Investment in Marketable Securities Investment in marketable securities consists primarily of the Company’s investment in corporate and government debt securities. The Company determines the appropriate classification for debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. As of September 30, 2016 , the Company classified its investments as available-for-sale as the Company is not actively trading the securities; however, the Company may sell them prior to their maturity. These investments are carried at their estimated fair value with unrealized gains and losses reported in other comprehensive income (loss). The Company monitors its available-for-sale securities for impairments. A loss is recognized when the Company determines that a decline in the estimated fair value of a security below its amortized cost is other-than-temporary. The Company considers many factors in determining whether the impairment of a security is deemed to be other-than-temporary, including, but not limited to, the length of time the security has had a decline in estimated fair value below its amortized cost, the amount of the unrealized loss, the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, external credit ratings and recent changes in such ratings. The analysis of determining whether the impairment of a security is deemed to be other-than-temporary requires significant judgments and assumptions. The use of alternative judgments and assumptions could result in a different conclusion. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method and is recorded in the accompanying condensed consolidated unaudited statements of operations in interest and other expense, net. Upon the sale of a security, the realized net gain or loss is computed on the specific identification method. Restricted Cash The Company had $806,000 and $118,000 in restricted cash as of September 30, 2016 and December 31, 2015 , respectively. Included in restricted cash were escrowed investor proceeds of $281,000 and $50,000 for which shares of common stock had not been issued as of September 30, 2016 and December 31, 2015 , respectively. Restricted cash as of September 30, 2016 included $500,000 held by a lender in an escrow account for a certain property in accordance with the associated loan agreement, and no amounts were held for such loan as of December 31, 2015 . Additionally, as of September 30, 2016 and December 31, 2015 , the Company had $25,000 and $68,000 , respectively, in lender cash management accounts. As part of certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which funds in excess of the required minimum balance are disbursed on a weekly basis to the Company. Dealer Manager and Distribution Fees The Company pays CCC dealer manager and distribution fees, which are calculated on a daily basis in the amount of 1/365th of the amount indicated in the table below for each class of common stock: Dealer Manager Fee Distribution Fee W Shares 0.55 % — A Shares 0.55 % 0.50 % I Shares 0.25 % — The dealer manager and distribution fees are paid monthly in arrears. An estimated liability for future dealer manager and distribution fees payable to CCC is recognized at the time each share is sold and included in due to affiliates in the condensed consolidated unaudited balance sheets with a corresponding decrease to capital in excess of par value. The Company recognized a liability for future dealer manager and distribution fees payable to CCC of $10.8 million and $6.2 million , as of September 30, 2016 and December 31, 2015, respectively. Revenue Recognition Certain properties have leases where minimum rental payments increase during the term of the lease. The Company records rental income for the full term of each lease on a straight-line basis when earned and collectability is reasonably assured. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. The Company defers the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. Expected reimbursements from tenants for recoverable real estate taxes and operating expenses are included in tenant reimbursement income in the period when such costs are incurred. The Company continually reviews receivables related to rent, including any unbilled straight-line rent, and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts. As of September 30, 2016 and December 31, 2015 , the Company did not have an allowance for uncollectible accounts. Earnings per Share We have three classes of common stock with nonforfeitable dividend rights that are determined based on a different NAV for each class. Accordingly, we utilize the two-class method to determine our earnings per share, which results in the same earnings per share for each of the classes. Under the two-class method, earnings per class of common share are computed by dividing the sum of the distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares for each class of common stock for the respective period. Diluted (loss) income per share considers the effect of any potentially dilutive share equivalents, of which the Company had none for each of the three and nine months ended September 30, 2016 or 2015. Recent Accounting Pronouncements ASU No. 2014-09, Revenue from Contracts with Customers — The requirements were amended to remove inconsistencies in revenue requirements and to provide a more complete framework for addressing revenue issues across a broad range of industries and transaction types. The revised standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised standard also clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract to a customer. These provisions are effective January 1, 2018, and are to be applied retrospectively, with early adoption permitted for periods beginning after December 15, 2016 and interim periods thereafter. The Company has identified its revenue streams and is in the process of evaluating the impact on its consolidated financial statements and internal accounting processes; however, as the majority of the Company’s revenue is derived from real estate lease contracts, as discussed in relation to ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), the Company does not expect that the adoption of ASU 2014-09 or related amendments and modifications issued by the Financial Accounting Standards Board (“FASB”) will have a material impact on its consolidated financial statements. From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company is currently evaluating the effect that certain of these new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s consolidated financial statements: ASU No. 2016-01, Financial Instruments (Subtopic 825-10) — The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive (loss) income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the consolidated balance sheets or the accompanying notes to the consolidated financial statements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. In February 2016, the FASB issued ASU 2016-02, which replaces the existing guidance in Accounting Standards Codification 840, Leases (Topic 842) . ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as either finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The provisions of ASU 2016-02 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and are required to be applied on a modified retrospective approach. Early adoption is permitted. ASU No. 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships — The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require de-designation of that hedging relationship, provided that all other hedge accounting criteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 requires more timely recording of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology in current GAAP. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to address diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues as well as application of the predominance principle (dependence on predominant source or use of receipt or payment) and are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years with early adoption permitted. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS GAAP defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability. The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities: Line of credit and notes payable — The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. The estimated fair value of the Company’s debt was $120.8 million as of September 30, 2016 , which approximated the carrying value on that date. As of December 31, 2015 , the fair value of the Company’s debt was $119.3 million compared to a carrying value on that date of $119.5 million . The fair value of the Company’s debt is estimated using Level 2 inputs. Marketable securities — The Company’s marketable securities are carried at fair value and are valued using Level 1 inputs. The estimated fair value of the Company’s marketable securities are based on quoted market prices that are readily and regularly available in an active market. Derivative instruments — The Company’s derivative instruments are comprised of interest rate swaps. All derivative instruments are carried at fair value and are valued using Level 2 inputs. The fair value of these instruments is determined using interest rate market pricing models. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the respective counterparties. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. However, as of September 30, 2016 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Other financial instruments — The Company considers the carrying values of its cash and cash equivalents, restricted cash, tenant and other receivables, accounts payable and accrued expenses, other liabilities, due to affiliates and distributions payable in order to approximate their fair values because of the short period of time between their origination and their expected realization as well as their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments. Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize, or be liable for, upon disposition of the financial assets and liabilities. As of September 30, 2016 , there have been no transfers of financial assets or liabilities between fair value hierarchy levels. In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 (in thousands): Balance as of Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs September 30, 2016 (Level 1) (Level 2) (Level 3) Financial asset: Marketable securities $ 5,667 $ 5,667 $ — $ — Financial liabilities: Interest rate swaps $ (1,035 ) $ — $ (1,035 ) $ — Balance as of Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs December 31, 2015 (Level 1) (Level 2) (Level 3) Financial asset: Marketable Securities $ 5,237 $ 5,237 $ — $ — Financial liabilities: Interest rate swaps $ (302 ) $ — $ (302 ) $ — |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS 2016 Property Acquisitions During the nine months ended September 30, 2016 , the Company acquired a 100% interest in 19 commercial properties for an aggregate purchase price of $85.7 million (the “ 2016 Acquisitions ”). The Company purchased the 2016 Acquisitions with net proceeds from the Offering and available borrowings. The purchase price allocation for each of the Company’s acquisitions is preliminary and subject to change as it finalizes the allocation, which the Company expects will be prior to the end of the current fiscal year. The Company preliminarily allocated the purchase price of these properties to the fair value of the assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for the properties purchased during the nine months ended September 30, 2016 (in thousands): 2016 Acquisitions Land $ 12,862 Building and improvements 65,333 Acquired in-place leases (1) 6,965 Acquired above-market leases (2) 973 Intangible lease liabilities (3) (469 ) Total purchase price $ 85,664 ______________________ (1) As of September 30, 2016 , the weighted average amortization period for acquired in-place leases is 13.7 years for acquisitions completed during the nine months ended September 30, 2016 . (2) As of September 30, 2016 , the weighted average amortization period for acquired above-market leases is 13.9 years for acquisitions completed during the nine months ended September 30, 2016 . (3) As of September 30, 2016 , the weighted average amortization period for acquired intangible lease liabilities is 14.2 years for acquisitions completed during the nine months ended September 30, 2016 . The Company recorded revenue of $1.1 million and $1.8 million , respectively, and net income of $459,000 and $518,000 , respectively, for the three and nine months ended September 30, 2016 related to the 2016 Acquisitions . In addition, the Company recorded $205,000 and $535,000 of acquisition-related expenses for the three and nine months ended September 30, 2016 , respectively, which is included in acquisition-related expenses on the condensed consolidated unaudited statements of operations. The following information summarizes selected financial information of the Company, as if all of the 2016 Acquisitions were completed on January 1, 2015 for each period presented below. The table below presents the Company’s estimated revenue and net (loss) income, on a pro forma basis, for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Pro forma basis (unaudited) Revenue $ 7,358 $ 6,347 $ 22,177 $ 18,944 Net (loss) income $ (351 ) $ 1,421 $ 250 $ 8,462 The unaudited pro forma information for the three and nine months ended September 30, 2016 was adjusted to exclude acquisition-related expenses recorded during such periods related to the 2016 Acquisitions . Accordingly, these expenses were instead recognized in the pro forma information for the three and nine months ended September 30, 2015 . The pro forma information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of 2015, nor does it purport to represent the results of future operations. 2015 Property Acquisitions During the nine months ended September 30, 2015 , the Company acquired a 100% interest in three commercial properties for an aggregate purchase price of $7.3 million (the “2015 Acquisitions”). The Company purchased the 2015 Acquisitions with net proceeds from the Offering and available borrowings. The Company allocated the purchase price of these properties to the fair value of the assets acquired and liabilities assumed. The following table summarizes the purchase price allocation for the properties purchased during the nine months ended September 30, 2015 (in thousands): September 30, 2015 Land $ 1,672 Building and improvements 4,910 Acquired in-place leases 759 Intangible lease liabilities (21 ) Total purchase price $ 7,320 The Company recorded revenue of $55,000 and $58,000 , and net loss of $23,000 and $42,000 , for the three and nine months ended September 30, 2015 , respectively, related to the 2015 Acquisitions. In addition, the Company recorded $150,000 and $217,000 of acquisition-related expenses for the three and nine months ended September 30, 2015 , which is included in acquisition-related expenses on the condensed consolidated unaudited statement of operations. The following information summarizes selected financial information of the Company as if the 2015 Acquisitions were completed on January 1, 2014 for each period presented below. The table below presents the Company’s estimated revenue and net income (loss), on a pro forma basis, for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Pro forma basis Revenue $ 4,832 $ 3,584 $ 14,505 $ 8,909 Net income (loss) $ 1,195 $ (37 ) $ 7,749 $ 372 The pro forma information for the three and nine months ended September 30, 2015 was adjusted to exclude acquisition related expenses recorded during such periods related to the 2015 Acquisitions. Accordingly, these expenses were instead recognized in the pro forma information for the three and nine months ended September 30, 2014 . The pro forma information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transaction occurred at the beginning of 2014 , nor does it purport to represent the results of future operations. 2015 Property Dispositions During the nine months ended September 30, 2015, the Company disposed of four single-tenant properties and one anchored shopping center, for an aggregate gross sales price of $21.9 million and a gain of $5.6 million . No disposition fees were paid to affiliates in connection with the sale of the properties and the Company has no continuing involvement with these properties. The gain on sale of real estate is included in gain on disposition of real estate, net in the condensed consolidated unaudited statements of operations for all periods presented. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES The Company owned marketable securities with an estimated fair value of $5.7 million and $5.2 million as of September 30, 2016 and December 31, 2015 , respectively. The following is a summary of the Company’s available-for-sale securities as of September 30, 2016 (in thousands): Available-for-Sale Securities Amortized Cost Basis Unrealized Gain Fair Value U.S. Treasury Bonds $ 1,858 $ 19 $ 1,877 U.S. Agency Bonds 818 5 823 Corporate Bonds 2,882 85 2,967 Total available-for-sale securities $ 5,558 $ 109 $ 5,667 The following table provides the activity for the marketable securities during the nine months ended September 30, 2016 (in thousands): Amortized Cost Basis Unrealized (Loss) Gain Fair Value Marketable securities as of January 1, 2016 $ 5,310 $ (73 ) $ 5,237 Face value of marketable securities acquired 838 — 838 Premiums and discounts on purchase of marketable securities, net of acquisition costs 23 — 23 Amortization on marketable securities (12 ) — (12 ) Sales and maturities of securities (601 ) (2 ) (603 ) Unrealized gain on marketable securities 184 184 Marketable securities as of September 30, 2016 $ 5,558 $ 109 $ 5,667 During the nine months ended September 30, 2016 , the Company sold 51 marketable securities for aggregate proceeds of $603,000 . Unrealized gains (losses) on marketable securities are recorded in other comprehensive income (loss), with a portion of the amount subsequently reclassified into other expense, net on the accompanying condensed consolidated statements of operations as securities are sold and gains (losses) are recognized. The scheduled maturities of the Company’s marketable securities as of September 30, 2016 are as follows (in thousands): Available-for-Sale Securities Amortized Cost Estimated Fair Value Due within one year $ 1,041 $ 1,041 Due after one year through five years 2,004 2,023 Due after five years through ten years 1,949 2,034 Due after ten years 564 569 Total $ 5,558 $ 5,667 Actual maturities of marketable securities can differ from contractual maturities because borrowers on certain debt securities may have the right to prepay their respective debt obligations at any time. In addition, factors such as prepayments and interest rates may affect the yields on such securities. In estimating other-than-temporary impairment losses, management considers a variety of factors, including (1) whether the Company has the intent to sell the impaired security, (2) whether the Company expects to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value, and (3) whether the Company expects to recover the entire amortized cost basis of the security. The Company believes that none of the unrealized losses on investment securities are other-than-temporary as management expects the Company will fully recover the entire amortized cost basis of all securities. As of September 30, 2016 , the Company had no other-than-temporary impairment losses. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES In the normal course of business, the Company uses certain types of derivative instruments for the purpose of managing or hedging its interest rate risk. The Company did not enter into any interest rate swap agreements during the nine months ended September 30, 2016. The following table summarizes the terms of the Company’s executed interest rate swap agreements designated as hedging instruments as of September 30, 2016 and December 31, 2015 (in thousands): Outstanding Notional Amount as of Interest Effective Maturity Fair Value of Liabilities as of Balance Sheet Location September 30, 2016 Rate (1) Date Date September 30, 2016 December 31, 2015 Interest Rate Swaps Deferred rental income, derivative liabilities, and other liabilities $ 49,240 3.43% to 3.57% 6/30/15 to 12/1/15 9/12/19 to 12/1/20 $ (1,035 ) $ (302 ) ______________________ (1) The interest rates consist of the underlying index swapped to a fixed rate and the applicable interest rate spread as of September 30, 2016 . Additional disclosures related to the fair value of the Company’s derivative instruments are included in Note 4 to these condensed consolidated unaudited financial statements. The notional amount under the interest rate swap agreements is an indication of the extent of the Company’s involvement in each instrument, but does not represent exposure to credit, interest rate or market risks. Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. The Company designated the interest rate swaps as cash flow hedges in order to hedge the variability of the anticipated cash flows on its variable rate debt. The change in fair value of the effective portion of the derivative instruments that are designated as hedges is recorded in other comprehensive loss, with a portion of the amount subsequently reclassified to interest expense as interest payments are made on the Company’s variable rate debt. For the three and nine months ended September 30, 2016 , the amounts reclassified were $131,000 and $405,000 , respectively. The amount reclassified for both the three and nine months ended September 30, 2015 was $137,000 . Any ineffective portion of the change in fair value of the derivative instruments is recorded in interest expense. There were no portions of the change in the fair value of the interest rate swaps that were considered ineffective during the nine months ended September 30, 2016 and 2015. During the next 12 months, the Company estimates that an additional $426,000 will be reclassified from other comprehensive income (loss) as an increase to interest expense. The Company has agreements with each of its derivative counterparties that contain provisions whereby, if the Company defaults on certain of its unsecured indebtedness, the Company could also be declared in default on its derivative obligations, resulting in an acceleration of payment. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at an aggregate termination value, inclusive of interest payments, of $1.1 million , which includes accrued interest, at September 30, 2016 . In addition, the Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. The Company records credit risk valuation adjustments on its interest rate swaps based on the credit quality of the Company and the respective counterparty. There were no termination events or events of default related to the interest rate swaps as of September 30, 2016 . |
Credit Facility and Notes Payab
Credit Facility and Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Credit Facility and Notes Payable | CREDIT FACILITY AND NOTES PAYABLE As of September 30, 2016 , the Company had $119.1 million of debt outstanding, including net deferred financing costs, with weighted average years to maturity of 4.9 years and a weighted average interest rate of 3.66% . The following table summarizes the debt balances as of September 30, 2016 and December 31, 2015 , and the debt activity for the nine months ended September 30, 2016 (in thousands): During the Nine Months Ended September 30, 2016 Balance as of Debt Issuance, Net (1) Repayments Accretion Balance as of September 30, 2016 Credit facility $ 50,000 $ 5,000 $ (15,000 ) $ — $ 40,000 Fixed rate debt 69,494 11,275 — — 80,769 Total debt 119,494 16,275 (15,000 ) — 120,769 Deferred costs (2) (1,764 ) (170 ) — 232 (1,702 ) Total debt, net $ 117,730 $ 16,105 $ (15,000 ) $ 232 $ 119,067 ______________________ (1) Includes deferred financing costs incurred during the period. (2) Deferred costs relate to mortgage notes payable and the term portion of the Credit Facility. As of September 30, 2016 , the Company had fixed rate debt outstanding of $80.8 million , including $9.2 million of variable rate debt that is fixed through interest rate swap agreements, which has the effect of fixing the variable interest rate per annum through the maturity of the variable rate debt. The fixed rate debt has interest rates ranging from 3.37% to 4.05% per annum and as of September 30, 2016 , the fixed rate debt had a weighted average interest rate of 3.77% . The fixed rate debt outstanding matures on various dates from December 2020 to February 2025. The aggregate balance of gross real estate assets, net of gross intangible lease liabilities, securing the fixed rate debt outstanding was $134.9 million as of September 30, 2016 . Each of the mortgage notes payable comprising the fixed rate debt is secured by the respective properties on which the debt was placed. The Company has an amended and restated credit agreement (the “Amended Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent (“JPMorgan Chase”), that provides for borrowings up to $125.0 million , which as of September 30, 2016 was comprised of $85.0 million in revolving loans (the “Revolving Loans”), and a $40.0 million term loan (the “Term Loan”), collectively, the credit facility (the “Credit Facility”). The Term Loan matures on September 12, 2019 and the Revolving Loans mature on September 12, 2017; however, the Company may elect to extend the maturity date for the Revolving Loans to September 12, 2019, subject to satisfying certain conditions described in the Amended Credit Agreement. Refer to Note 12 — Subsequent Events for changes to the amended credit agreement which occurred subsequent to September 30, 2016 . The Credit Facility bears interest at rates dependent upon the type of loan specified by the Company and the overall leverage ratio. For a eurodollar rate loan, the interest rate will be equal to the one-month, two-month, three-month or six-month London Interbank Offered Rate (“LIBOR”) for the interest period, as elected by the Company, multiplied by the statutory reserve rate, as defined in the Amended Credit Agreement (the “Eurodollar Rate”), plus an interest rate spread ranging from 1.90% to 2.45% . For base rate committed loans, the interest rate will be equal to a rate ranging from 0.90% to 1.45% , depending on the Company’s leverage ratio as defined in the Amended Credit Agreement, plus the greatest of: (a) JPMorgan Chase’s Prime Rate; (b) the Federal Funds Effective Rate (as defined in the Amended Credit Agreement) plus 0.50% ; and (c) one-month LIBOR multiplied by the statutory reserve rate plus 1.0% . As of September 30, 2016 , there were no amounts outstanding under the Revolving Loans, and the amount of the Term Loan outstanding totaled $40.0 million , which was subject to an interest rate swap agreement (the “Swapped Term Loan”). As of September 30, 2016 , the all-in rate for the Swapped Term Loan was 3.43% . The Company had $85.0 million in unused capacity, subject to borrowing availability, as of September 30, 2016 . The Amended Credit Agreement contains customary representations, warranties, borrowing conditions and affirmative, negative and financial covenants, including minimum net worth, debt service coverage and leverage ratio requirements and dividend payout and REIT status requirements. In particular, the Amended Credit Agreement includes a requirement for the Company to maintain a minimum consolidated net worth greater than or equal to the sum of (i) $63.0 million plus (ii) 75% of the issuance of equity from the date of the Credit Agreement, a leverage ratio less than or equal to 60.0% and a fixed charge coverage ratio greater than 1.50 . The Amended Credit Agreement also includes usual and customary events of default and remedies for facilities of this nature. As of September 30, 2016 , the Company believes it was in compliance with the covenants of the Amended Credit Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, the Company may become subject to litigation and claims. The Company is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or of which the Company’s properties are the subject. Purchase Commitments As of September 30, 2016 , the Company had entered into purchase agreements with unaffiliated third-party sellers to acquire a 100% interest in five retail properties, subject to meeting certain criteria, for an aggregate purchase price of $59.3 million , exclusive of closing costs. As of September 30, 2016 , the Company had $1.2 million of property escrow deposits held by escrow agents in connection with these future property acquisitions. These deposits are included in the condensed consolidated unaudited balance sheets in property escrow deposits, prepaid expenses and other assets. As of September 30, 2016 , these escrow deposits have not been forfeited. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. In addition, the Company may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify the Company against future remediation costs. The Company also carries environmental liability insurance on its properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which the Company may be liable. The Company is not aware of any environmental matters which it believes are reasonably likely to have a material effect on its results of operations, financial condition or liquidity. |
Related-Party Transactions and
Related-Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS | RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS The Company has incurred, and will continue to incur, commissions, fees and expenses payable to Cole Advisors and certain of its affiliates in connection with the Offering, and the acquisition, management and performance of the Company’s assets. Selling commissions, dealer manager and distribution fees In connection with the Offering, CCC, the Company’s dealer manager, will receive selling commissions, an asset-based dealer manager fee and/or an asset-based distribution fee, as summarized in the table below for each class of common stock: Selling Commission (1) Dealer Manager Fee (2) Distribution Fee (2) W Shares — 0.55 % — A Shares up to 3.75% 0.55 % 0.50 % I Shares — 0.25 % — ______________________ (1) The selling commission is based on the offering price for A Shares. The selling commission expressed as a percentage of NAV per A Share, rather than the offering price, is up to 3.90% , subject to rounding and the effect of volume discounts the Company is offering on certain purchases of $150,001 or more of A Shares. Selling commissions are deducted directly from the offering price for A Shares and paid to CCC. The Company has been advised that CCC intends to reallow 100% of the selling commissions on A Shares to participating broker-dealers. (2) The dealer manager and distribution fees will be calculated on a daily basis in an amount equal to 1/365th of the percentage of NAV per W Share, A Share or I Share, as applicable, for such day on a continuous basis. CCC, in its sole discretion, may reallow a portion of the dealer manager fee and distribution fee to participating broker-dealers. Other organization and offering expenses All other organization and offering expenses associated with the sale of the Company’s common stock (excluding selling commissions, the distribution fee and the dealer manager fee) are paid for by Cole Advisors or its affiliates and can be reimbursed by the Company up to 0.75% of the aggregate gross offering proceeds, excluding selling commissions charged on A Shares sold in the Primary Offering. As of September 30, 2016 , Cole Advisors or its affiliates had paid organization and offering expenses in excess of the 0.75% in connection with the Offering. These excess amounts were not included in the financial statements of the Company because such amounts were not a liability of the Company as they exceeded 0.75% of gross proceeds from the Offering. As the Company raises additional proceeds from the Offering, these excess amounts may become payable to Cole Advisors. Advisory fees and expenses The Company pays Cole Advisors an asset-based advisory fee that is payable in arrears on a monthly basis and accrues daily in an amount equal to 1/365th of 0.90% of the Company’s NAV for each class of common stock, for each day. Operating expenses The Company reimburses Cole Advisors for the operating expenses it paid or incurred in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse for any amount by which its operating expenses (including the advisory fee) at the end of the four preceding fiscal quarters exceeds the greater of (1) 2% of average invested assets, or (2) 25% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Expense Cap Cole Advisors had an expense cap in place from October 1, 2013 through December 31, 2015, whereby Cole Advisors funded all general and administrative expenses of the Company that were in excess of an amount calculated by multiplying the average NAV for the respective three month period by an annualized rate of 1.25% (the “Excess G&A”). During the three and nine months ended September 30, 2015, the Company incurred $264,000 and $485,000 of Excess G&A which was reimbursed by Cole Advisors subsequent to September 30, 2015. Beginning January 1, 2016, Cole Advisors no longer funded Excess G&A. Acquisition fees and expenses In addition, the Company reimburses Cole Advisors for all out-of-pocket expenses incurred in connection with the acquisition of the Company’s investments. While most of the acquisition expenses are expected to be paid to third parties, a portion of the out-of-pocket acquisition expenses may be reimbursed to Cole Advisors or its affiliates. Acquisition expenses, together with any acquisition fees paid to third parties for a particular real estate-related asset, will in no event exceed 6% of the gross purchase price of such asset. Performance Fee As compensation for services provided pursuant to the advisory agreement, the Company will also pay Cole Advisors a performance-based fee calculated based on the Company’s annual total return to stockholders for each class of common stock (defined below), payable annually in arrears. The performance fee will be calculated such that for any calendar year in which the total return per share for a particular class exceeds 6% (the “ 6% Return”), Cole Advisors will receive 25% of the excess total return on such class above the 6% Return allocable to that class, but in no event will the Company pay Cole Advisors more than 10% of the aggregate total return, for that class, for such year. However, in the event the NAV per share of the Company’s W Shares, A Shares and I Shares decreases below the base NAV for the respective share class ( $15.00 , $16.72 and $16.82 for the W Shares, A Shares and I Shares, respectively) (the “Base NAV”), the performance-based fee for a respective class will not be calculated on any increase in NAV up to the Base NAV for the respective share class. In addition, the performance fee will not be paid with respect to any calendar year in which the NAV per share as of the last business day of the calendar year (the “Ending NAV”) for the respective share class is less than the Base NAV of that class. The Base NAV of any share class is subject to downward adjustment in the event that the Company’s board of directors, including a majority of the independent directors, determines that such an adjustment is necessary to provide an appropriate incentive to Cole Advisors to perform in a manner that seeks to maximize stockholder value and is in the best interests of the Company’s stockholders. In the event of any stock dividend, stock split, recapitalization or similar change in the Company’s capital structure, the Base NAV for the respective share class shall be ratably adjusted to reflect the effect of any such event. The total return to stockholders is defined, for each class of the Company’s common stock, as the change in NAV per share plus distributions per share for such class. The NAV per share for a class calculated on the last trading day of a calendar year shall be the amount against which changes in NAV per share for such class are measured during the subsequent calendar year. Therefore, for each class of the Company’s common stock, payment of the performance-based component of the advisory fee (1) is contingent upon the Company’s actual annual total return exceeding the 6% Return and the Ending NAV per share for the respective share class being greater than the Base NAV of that class, (2) will vary in amount based on the Company’s actual performance, (3) cannot cause the Company’s total return as a percentage of stockholders’ invested capital for the year to be reduced below 6% and (4) is payable to Cole Advisors if the Company’s total return exceeds the 6% Return in a particular calendar year, even if the total return to stockholders (or any particular stockholder) on a cumulative basis over any longer or shorter period has been less than 6% per annum. Cole Advisors will not be obligated to return any portion of advisory fees paid based on the Company’s subsequent performance. The Company did not reach the 6% Return during the nine months ended September 30, 2016 . The Company incurred commissions, fees and expense reimbursements as shown in the table below for services provided by Cole Advisors and its affiliates related to the services described above during the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Selling commissions $ 666 $ 18 $ 1,470 $ 63 Distribution fees $ 67 (1) $ 23 (1) $ 155 (1) $ 63 (1) Dealer manager fees $ 349 (1) $ 196 (1) $ 901 (1) $ 547 (1) Organization and offering expense reimbursement $ 330 $ 115 $ 843 $ 230 Acquisition expense reimbursement $ 430 $ 95 $ 1,087 $ 135 Advisory fee $ 725 $ 331 $ 1,911 $ 921 Operating expense reimbursement $ 478 $ — $ 1,227 $ — Performance fee $ — $ 362 $ — $ 765 ______________________ (1) Amounts are calculated for the respective period in accordance with the dealer manager agreement and exclude the estimated liability for the future dealer manager and distribution fees payable to CCC, which are included in due to affiliates in the condensed consolidated unaudited balance sheets, with a corresponding decrease to capital in excess of par value, as described in Note 3 – Summary of Significant Accounting Policies. Due to Affiliates As of September 30, 2016 and December 31, 2015 , $13.3 million and $8.2 million , respectively, was due to Cole Advisors or its affiliates primarily related to the estimated liability for current and future dealer manager and distribution fees, advisory fees, the reimbursement of organization and offering expenses, and acquisition expenses and were included in due to affiliates on the condensed consolidated unaudited balance sheets. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2016 | |
Economic Dependency [Abstract] | |
ECONOMIC DEPENDENCY | ECONOMIC DEPENDENCY Under various agreements, the Company has engaged or will engage Cole Advisors or its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon Cole Advisors or its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Investment in Real Estate Assets During the period subsequent to September 30, 2016 through November 7, 2016 , the Company acquired a 100% interest in six real estate properties for an aggregate purchase price of $25.8 million . The acquisitions were funded with net proceeds from the Offering. The Company has not completed its initial purchase price allocation with respect to these properties and therefore cannot provide similar disclosures to those included in Note 5 in these condensed consolidated unaudited financial statements for these properties. Status of the Offering Through November 7, 2016 , the Company had received $336.9 million in gross offering proceeds through the issuance of approximately 19.1 million shares of its common stock in the Offering (including shares issued pursuant to the DRIP). Share Redemptions Subsequent to September 30, 2016 and through November 7, 2016 , the Company redeemed approximately 147,000 shares for $2.7 million . Credit Facility On October 12, 2016, the Company entered into an accordion increase and lender joinder agreement (the “Accordion Increase”) with JPMorgan Chase, as administrative agent for the lenders and as accordion lender, and U.S. Bank National Association and Comerica Bank as accordion lenders. Pursuant to the Accordion Increase, the Company exercised $75.0 million of the accordion feature in the Amended Credit Agreement, and increased the maximum amount available under the Amended Credit Facility from $85.0 million to $136.0 million in revolving loans, swing line loans and letters of credit and from $40.0 million to $64.0 million in term loans. As of November 7, 2016 , the Company had $40.0 million in term loans outstanding under the Credit Facility and $160.0 million in unused capacity, subject to borrowing availability. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of presentation | The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2015 , and related notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . The condensed consolidated unaudited financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. |
Principles of consolidation | The condensed consolidated unaudited financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Certain amounts in the Company’s prior period condensed consolidated unaudited financial statements have been reclassified to conform to the current period presentation. The Company has chosen to combine depreciation of $1.0 million and $3.2 million and amortization of $498,000 and $1.5 million for the three and nine months ended September 30, 2015 , respectively, into the line item depreciation and amortization in the condensed consolidated unaudited statements of operations. In addition, the Company has chosen to combine depreciation of $3.2 million and amortization of intangible lease assets and below-market lease intangibles, net of $1.5 million for the nine months ended September 30, 2015 , respectively, into the line item depreciation and amortization, net in the condensed consolidated unaudited statements of cash flows. These reclassifications had no effect on previously reported totals or subtotals. |
Use of estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Real Estate Investments, Recoverability of Real Estate Assets, and Assets Held for Sale | Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition, construction and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All acquisition-related expenses, repairs and maintenance are expensed as incurred. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows: Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term Recoverability of Real Estate Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value will be determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment indicators were identified and no impairment losses were recorded during the nine months ended September 30, 2016 or 2015 . Assets Held for Sale When a real estate asset is identified by the Company as held for sale, the Company will cease depreciation and amortization of the assets related to the property and estimate the fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount would be recorded to reflect the estimated fair value of the property, net of selling costs. |
Allocation of purchase price of real estate assets | Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition-related expenses are expensed as incurred. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. |
Investment in marketable securities | Investment in marketable securities consists primarily of the Company’s investment in corporate and government debt securities. The Company determines the appropriate classification for debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. As of September 30, 2016 , the Company classified its investments as available-for-sale as the Company is not actively trading the securities; however, the Company may sell them prior to their maturity. These investments are carried at their estimated fair value with unrealized gains and losses reported in other comprehensive income (loss). The Company monitors its available-for-sale securities for impairments. A loss is recognized when the Company determines that a decline in the estimated fair value of a security below its amortized cost is other-than-temporary. The Company considers many factors in determining whether the impairment of a security is deemed to be other-than-temporary, including, but not limited to, the length of time the security has had a decline in estimated fair value below its amortized cost, the amount of the unrealized loss, the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, external credit ratings and recent changes in such ratings. The analysis of determining whether the impairment of a security is deemed to be other-than-temporary requires significant judgments and assumptions. The use of alternative judgments and assumptions could result in a different conclusion. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method and is recorded in the accompanying condensed consolidated unaudited statements of operations in interest and other expense, net. Upon the sale of a security, the realized net gain or loss is computed on the specific identification method. |
Restricted cash | The Company had $806,000 and $118,000 in restricted cash as of September 30, 2016 and December 31, 2015 , respectively. Included in restricted cash were escrowed investor proceeds of $281,000 and $50,000 for which shares of common stock had not been issued as of September 30, 2016 and December 31, 2015 , respectively. Restricted cash as of September 30, 2016 included $500,000 held by a lender in an escrow account for a certain property in accordance with the associated loan agreement, and no amounts were held for such loan as of December 31, 2015 . Additionally, as of September 30, 2016 and December 31, 2015 , the Company had $25,000 and $68,000 , respectively, in lender cash management accounts. As part of certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which funds in excess of the required minimum balance are disbursed on a weekly basis to the Company. |
Dealer Manager and Distribution Fees | The Company pays CCC dealer manager and distribution fees, which are calculated on a daily basis in the amount of 1/365th of the amount indicated in the table below for each class of common stock: Dealer Manager Fee Distribution Fee W Shares 0.55 % — A Shares 0.55 % 0.50 % I Shares 0.25 % — The dealer manager and distribution fees are paid monthly in arrears. An estimated liability for future dealer manager and distribution fees payable to CCC is recognized at the time each share is sold and included in due to affiliates in the condensed consolidated unaudited balance sheets with a corresponding decrease to capital in excess of par value. |
Revenue recognition | Certain properties have leases where minimum rental payments increase during the term of the lease. The Company records rental income for the full term of each lease on a straight-line basis when earned and collectability is reasonably assured. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. The Company defers the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. Expected reimbursements from tenants for recoverable real estate taxes and operating expenses are included in tenant reimbursement income in the period when such costs are incurred. The Company continually reviews receivables related to rent, including any unbilled straight-line rent, and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts. As of September 30, 2016 and December 31, 2015 , the Company did not have an allowance for uncollectible accounts |
Earnings per share | We have three classes of common stock with nonforfeitable dividend rights that are determined based on a different NAV for each class. Accordingly, we utilize the two-class method to determine our earnings per share, which results in the same earnings per share for each of the classes. Under the two-class method, earnings per class of common share are computed by dividing the sum of the distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares for each class of common stock for the respective period. Diluted (loss) income per share considers the effect of any potentially dilutive share equivalents, of which the Company had none for each of the three and nine months ended September 30, 2016 or 2015. |
Recent accounting pronouncements | ASU No. 2014-09, Revenue from Contracts with Customers — The requirements were amended to remove inconsistencies in revenue requirements and to provide a more complete framework for addressing revenue issues across a broad range of industries and transaction types. The revised standard’s core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised standard also clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract to a customer. These provisions are effective January 1, 2018, and are to be applied retrospectively, with early adoption permitted for periods beginning after December 15, 2016 and interim periods thereafter. The Company has identified its revenue streams and is in the process of evaluating the impact on its consolidated financial statements and internal accounting processes; however, as the majority of the Company’s revenue is derived from real estate lease contracts, as discussed in relation to ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), the Company does not expect that the adoption of ASU 2014-09 or related amendments and modifications issued by the Financial Accounting Standards Board (“FASB”) will have a material impact on its consolidated financial statements. From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company is currently evaluating the effect that certain of these new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s consolidated financial statements: ASU No. 2016-01, Financial Instruments (Subtopic 825-10) — The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive (loss) income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the consolidated balance sheets or the accompanying notes to the consolidated financial statements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. In February 2016, the FASB issued ASU 2016-02, which replaces the existing guidance in Accounting Standards Codification 840, Leases (Topic 842) . ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as either finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The provisions of ASU 2016-02 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and are required to be applied on a modified retrospective approach. Early adoption is permitted. ASU No. 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships — The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require de-designation of that hedging relationship, provided that all other hedge accounting criteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 requires more timely recording of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology in current GAAP. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to address diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues as well as application of the predominance principle (dependence on predominant source or use of receipt or payment) and are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years with early adoption permitted. |
Correction of Prior Period Am21
Correction of Prior Period Amounts (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Prior Period Adjustments | The following tables show the affected line items within the consolidated financial statements (dollars in thousands): Consolidated Balance Sheet December 31, 2015 As Previously Reported Adjustment As Restated Due to affiliates $ 2,006 $ 6,229 $ 8,235 Total liabilities $ 127,329 $ 6,229 $ 133,558 Capital in excess of par value $ 146,431 $ (6,229 ) $ 140,202 Total stockholders’ equity $ 136,206 $ (6,229 ) $ 129,977 Consolidated Statement of Stockholders’ Equity Capital in Excess of Par Value Total Stockholders’ Equity Capital in Excess of Par Value Total Stockholders’ Equity Capital in Excess of Par Value Total Stockholders’ Equity As Previously Reported Adjustment As Restated Balance, January 1, 2016 $ 146,431 $ 136,206 $ (6,229 ) $ (6,229 ) $ 140,202 $ 129,977 Consolidated Statements of Cash Flows – Supplemental Disclosures of Non-Cash Investing and Financing Activities Nine Months Ended September 30, 2015 As Previously Reported Adjustment As Restated Accrued dealer manager fee, distribution fee, and other offering costs $ 334 $ 5,061 $ 5,395 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Investment in and valuation of real estate and related assets | The estimated useful lives of the Company’s real estate assets by class are generally as follows: Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term |
Dealer manager and distribution fee calculations | The Company pays CCC dealer manager and distribution fees, which are calculated on a daily basis in the amount of 1/365th of the amount indicated in the table below for each class of common stock: Dealer Manager Fee Distribution Fee W Shares 0.55 % — A Shares 0.55 % 0.50 % I Shares 0.25 % — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Company's Financial Assets and Liabilities | In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 (in thousands): Balance as of Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs September 30, 2016 (Level 1) (Level 2) (Level 3) Financial asset: Marketable securities $ 5,667 $ 5,667 $ — $ — Financial liabilities: Interest rate swaps $ (1,035 ) $ — $ (1,035 ) $ — Balance as of Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs December 31, 2015 (Level 1) (Level 2) (Level 3) Financial asset: Marketable Securities $ 5,237 $ 5,237 $ — $ — Financial liabilities: Interest rate swaps $ (302 ) $ — $ (302 ) $ — |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
2016 Acquisitions | |
Business Acquisition | |
Schedule of purchase price allocation | The following table summarizes the preliminary purchase price allocation for the properties purchased during the nine months ended September 30, 2016 (in thousands): 2016 Acquisitions Land $ 12,862 Building and improvements 65,333 Acquired in-place leases (1) 6,965 Acquired above-market leases (2) 973 Intangible lease liabilities (3) (469 ) Total purchase price $ 85,664 ______________________ (1) As of September 30, 2016 , the weighted average amortization period for acquired in-place leases is 13.7 years for acquisitions completed during the nine months ended September 30, 2016 . (2) As of September 30, 2016 , the weighted average amortization period for acquired above-market leases is 13.9 years for acquisitions completed during the nine months ended September 30, 2016 . (3) As of September 30, 2016 , the weighted average amortization period for acquired intangible lease liabilities is 14.2 years for acquisitions completed during the nine months ended September 30, 2016 . |
Business acquisition, pro forma information | The following information summarizes selected financial information of the Company, as if all of the 2016 Acquisitions were completed on January 1, 2015 for each period presented below. The table below presents the Company’s estimated revenue and net (loss) income, on a pro forma basis, for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Pro forma basis (unaudited) Revenue $ 7,358 $ 6,347 $ 22,177 $ 18,944 Net (loss) income $ (351 ) $ 1,421 $ 250 $ 8,462 |
2015 Acquisitions | |
Business Acquisition | |
Schedule of purchase price allocation | The following table summarizes the purchase price allocation for the properties purchased during the nine months ended September 30, 2015 (in thousands): September 30, 2015 Land $ 1,672 Building and improvements 4,910 Acquired in-place leases 759 Intangible lease liabilities (21 ) Total purchase price $ 7,320 |
Business acquisition, pro forma information | The table below presents the Company’s estimated revenue and net income (loss), on a pro forma basis, for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Pro forma basis Revenue $ 4,832 $ 3,584 $ 14,505 $ 8,909 Net income (loss) $ 1,195 $ (37 ) $ 7,749 $ 372 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-sale securities | The following is a summary of the Company’s available-for-sale securities as of September 30, 2016 (in thousands): Available-for-Sale Securities Amortized Cost Basis Unrealized Gain Fair Value U.S. Treasury Bonds $ 1,858 $ 19 $ 1,877 U.S. Agency Bonds 818 5 823 Corporate Bonds 2,882 85 2,967 Total available-for-sale securities $ 5,558 $ 109 $ 5,667 |
Schedule of available-for-sale securities reconciliation | The following table provides the activity for the marketable securities during the nine months ended September 30, 2016 (in thousands): Amortized Cost Basis Unrealized (Loss) Gain Fair Value Marketable securities as of January 1, 2016 $ 5,310 $ (73 ) $ 5,237 Face value of marketable securities acquired 838 — 838 Premiums and discounts on purchase of marketable securities, net of acquisition costs 23 — 23 Amortization on marketable securities (12 ) — (12 ) Sales and maturities of securities (601 ) (2 ) (603 ) Unrealized gain on marketable securities 184 184 Marketable securities as of September 30, 2016 $ 5,558 $ 109 $ 5,667 |
Investments classified by contractual maturity date | The scheduled maturities of the Company’s marketable securities as of September 30, 2016 are as follows (in thousands): Available-for-Sale Securities Amortized Cost Estimated Fair Value Due within one year $ 1,041 $ 1,041 Due after one year through five years 2,004 2,023 Due after five years through ten years 1,949 2,034 Due after ten years 564 569 Total $ 5,558 $ 5,667 |
Derivative Instruments and He26
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | The following table summarizes the terms of the Company’s executed interest rate swap agreements designated as hedging instruments as of September 30, 2016 and December 31, 2015 (in thousands): Outstanding Notional Amount as of Interest Effective Maturity Fair Value of Liabilities as of Balance Sheet Location September 30, 2016 Rate (1) Date Date September 30, 2016 December 31, 2015 Interest Rate Swaps Deferred rental income, derivative liabilities, and other liabilities $ 49,240 3.43% to 3.57% 6/30/15 to 12/1/15 9/12/19 to 12/1/20 $ (1,035 ) $ (302 ) ______________________ (1) The interest rates consist of the underlying index swapped to a fixed rate and the applicable interest rate spread as of September 30, 2016 . |
Credit Facility and Notes Pay27
Credit Facility and Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Debt Activity | The following table summarizes the debt balances as of September 30, 2016 and December 31, 2015 , and the debt activity for the nine months ended September 30, 2016 (in thousands): During the Nine Months Ended September 30, 2016 Balance as of Debt Issuance, Net (1) Repayments Accretion Balance as of September 30, 2016 Credit facility $ 50,000 $ 5,000 $ (15,000 ) $ — $ 40,000 Fixed rate debt 69,494 11,275 — — 80,769 Total debt 119,494 16,275 (15,000 ) — 120,769 Deferred costs (2) (1,764 ) (170 ) — 232 (1,702 ) Total debt, net $ 117,730 $ 16,105 $ (15,000 ) $ 232 $ 119,067 ______________________ (1) Includes deferred financing costs incurred during the period. (2) Deferred costs relate to mortgage notes payable and the term portion of the Credit Facility. |
Related-Party Transactions an28
Related-Party Transactions and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | In connection with the Offering, CCC, the Company’s dealer manager, will receive selling commissions, an asset-based dealer manager fee and/or an asset-based distribution fee, as summarized in the table below for each class of common stock: Selling Commission (1) Dealer Manager Fee (2) Distribution Fee (2) W Shares — 0.55 % — A Shares up to 3.75% 0.55 % 0.50 % I Shares — 0.25 % — ______________________ (1) The selling commission is based on the offering price for A Shares. The selling commission expressed as a percentage of NAV per A Share, rather than the offering price, is up to 3.90% , subject to rounding and the effect of volume discounts the Company is offering on certain purchases of $150,001 or more of A Shares. Selling commissions are deducted directly from the offering price for A Shares and paid to CCC. The Company has been advised that CCC intends to reallow 100% of the selling commissions on A Shares to participating broker-dealers. (2) The dealer manager and distribution fees will be calculated on a daily basis in an amount equal to 1/365th of the percentage of NAV per W Share, A Share or I Share, as applicable, for such day on a continuous basis. CCC, in its sole discretion, may reallow a portion of the dealer manager fee and distribution fee to participating broker-dealers. The Company incurred commissions, fees and expense reimbursements as shown in the table below for services provided by Cole Advisors and its affiliates related to the services described above during the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Selling commissions $ 666 $ 18 $ 1,470 $ 63 Distribution fees $ 67 (1) $ 23 (1) $ 155 (1) $ 63 (1) Dealer manager fees $ 349 (1) $ 196 (1) $ 901 (1) $ 547 (1) Organization and offering expense reimbursement $ 330 $ 115 $ 843 $ 230 Acquisition expense reimbursement $ 430 $ 95 $ 1,087 $ 135 Advisory fee $ 725 $ 331 $ 1,911 $ 921 Operating expense reimbursement $ 478 $ — $ 1,227 $ — Performance fee $ — $ 362 $ — $ 765 ______________________ (1) Amounts are calculated for the respective period in accordance with the dealer manager agreement and exclude the estimated liability for the future dealer manager and distribution fees payable to CCC, which are included in due to affiliates in the condensed consolidated unaudited balance sheets, with a corresponding decrease to capital in excess of par value, as described in Note 3 – Summary of Significant Accounting Policies. |
Organization and Business (Shar
Organization and Business (Shares Offerings) (Details) | 9 Months Ended | |||
Sep. 30, 2016USD ($)class_of_stock$ / sharesshares | Dec. 31, 2015shares | Aug. 26, 2013USD ($)class_of_stock | Dec. 06, 2011USD ($) | |
Organization and business | ||||
Issuance of common stock | $ 113,843,000 | |||
Common Class W | ||||
Organization and business | ||||
Common stock, shares outstanding (in shares) | shares | 11,196,638 | 7,825,063 | ||
Share price (in dollars per share) | $ / shares | $ 18.25 | |||
Common Class A | ||||
Organization and business | ||||
Common stock, shares outstanding (in shares) | shares | 3,469,142 | 1,371,763 | ||
Share price (in dollars per share) | $ / shares | $ 18.13 | |||
Common Class I | ||||
Organization and business | ||||
Common stock, shares outstanding (in shares) | shares | 728,176 | 657,624 | ||
Share price (in dollars per share) | $ / shares | $ 18.37 | |||
Common Stock | Common Class W | ||||
Organization and business | ||||
Common stock, shares outstanding (in shares) | shares | 11,196,638 | 7,825,063 | ||
Issuance of common stock | $ 40,000 | |||
Common Stock | Common Class A | ||||
Organization and business | ||||
Common stock, shares outstanding (in shares) | shares | 3,469,142 | 1,371,763 | ||
Issuance of common stock | $ 22,000 | |||
Common Stock | Common Class I | ||||
Organization and business | ||||
Common stock, shares outstanding (in shares) | shares | 728,176 | 657,624 | ||
Issuance of common stock | $ 0 | |||
IPO | ||||
Organization and business | ||||
Common stock, value authorized | $ 4,000,000,000 | |||
Classes of common stock, additions | class_of_stock | 2 | |||
IPO | Common Stock | ||||
Organization and business | ||||
Common stock, shares outstanding (in shares) | shares | 17,800,000 | |||
Issuance of common stock | $ 313,800,000 | |||
Offering costs, selling commissions and dealer manager fees | $ 7,500,000 | |||
Multi-class offering | ||||
Organization and business | ||||
Common stock, value authorized | $ 4,000,000,000 | |||
Classes of common stock | class_of_stock | 3 | 3 | ||
Primary Offering | ||||
Organization and business | ||||
Common stock, value authorized | $ 3,500,000,000 | |||
Distribution Reinvestment Plan | ||||
Organization and business | ||||
Common stock, value authorized | $ 500,000,000 | |||
Cole OP | ||||
Organization and business | ||||
General partner partnership interest percentage | 100.00% |
Organization and Business (Real
Organization and Business (Real Estate) (Details) ft² in Millions | Sep. 30, 2016ft²statesproperty |
Real Estate Properties [Line Items] | |
Number of states in which entity owns properties | states | 31 |
Percentage of rentable space leased | 99.20% |
Consolidated properties | |
Real Estate Properties [Line Items] | |
Number of owned properties | property | 96 |
Rentable square feet (in square feet) | ft² | 2.6 |
Correction of Prior Period Am31
Correction of Prior Period Amounts (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Due to affiliates | $ 13,301 | $ 8,235 | |
Total liabilities | 142,100 | 133,558 | |
Capital in excess of par value | 224,537 | 140,202 | |
Total stockholders’ equity | 204,089 | 129,977 | |
Accrued dealer manager fee, distribution fee, and other offering costs | 11,576 | $ 5,395 | |
Capital in Excess of Par Value | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total stockholders’ equity | $ 224,537 | 140,202 | |
As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Due to affiliates | 2,006 | ||
Total liabilities | 127,329 | ||
Capital in excess of par value | 146,431 | ||
Total stockholders’ equity | 136,206 | ||
Accrued dealer manager fee, distribution fee, and other offering costs | 334 | ||
As Previously Reported | Capital in Excess of Par Value | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total stockholders’ equity | 146,431 | ||
Change in Recognition of Ongoing Periodic Fees | Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Due to affiliates | 6,229 | ||
Total liabilities | 6,229 | ||
Capital in excess of par value | (6,229) | ||
Total stockholders’ equity | (6,229) | ||
Accrued dealer manager fee, distribution fee, and other offering costs | $ 5,061 | ||
Change in Recognition of Ongoing Periodic Fees | Adjustment | Capital in Excess of Par Value | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total stockholders’ equity | $ (6,229) |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Reclassifications) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||
Depreciation | $ 1,000 | $ 3,200 |
Amortization | $ 498 | 1,500 |
Amortization of intangible assets and below market intangibles, net | $ 1,500 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Real Estate) (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Real Estate Properties [Line Items] | |||
Impairment | $ 0 | $ 0 | |
Real estate held for sale | $ 0 | $ 0 | |
Building | |||
Real Estate Properties [Line Items] | |||
Acquired real estate asset, useful life (years) | 40 years |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Restricted Cash) (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Restricted Cash and Cash Equivalents | ||
Restricted cash | $ 806,000 | $ 118,000 |
Escrowed investor proceeds | 281,000 | 50,000 |
Held by lender in escrow | ||
Restricted Cash and Cash Equivalents | ||
Restricted cash | 500,000 | 0 |
Lender Cash Management Accounts | ||
Restricted Cash and Cash Equivalents | ||
Restricted cash | $ 25,000 | $ 68,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Dealer Manager and Distribution Fees) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction | ||
Due to affiliates | $ 13,301 | $ 8,235 |
Dealer manager | ||
Related Party Transaction | ||
Due to affiliates | $ 10,800 | $ 6,200 |
Dealer manager fees | Dealer manager | Common Class W | ||
Related Party Transaction | ||
Daily asset based related party fee percent | 0.55% | |
Dealer manager fees | Dealer manager | Common Class A | ||
Related Party Transaction | ||
Daily asset based related party fee percent | 0.55% | |
Dealer manager fees | Dealer manager | Common Class I | ||
Related Party Transaction | ||
Daily asset based related party fee percent | 0.25% | |
Distribution fees | Dealer manager | Common Class W | ||
Related Party Transaction | ||
Daily asset based related party fee percent | 0.00% | |
Distribution fees | Dealer manager | Common Class A | ||
Related Party Transaction | ||
Daily asset based related party fee percent | 0.50% | |
Distribution fees | Dealer manager | Common Class I | ||
Related Party Transaction | ||
Daily asset based related party fee percent | 0.00% |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Other) (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016USD ($)class_of_stockshares | Sep. 30, 2015shares | Sep. 30, 2016USD ($)class_of_stockshares | Sep. 30, 2015shares | Dec. 31, 2015USD ($) | Aug. 26, 2013class_of_stock | |
Revenue Recognition | ||||||
Allowance for doubtful accounts receivable | $ | $ 0 | $ 0 | $ 0 | |||
Earnings Per Share | ||||||
Weighted average number diluted shares outstanding adjustment (in shares) | shares | 0 | 0 | 0 | 0 | ||
Multi-class offering | ||||||
Earnings Per Share | ||||||
Classes of common stock | class_of_stock | 3 | 3 | 3 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Marketable securities | $ 5,667 | $ 5,237 |
Fair value, inputs, level 2 | Fair value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Line of credit | 120,800 | 119,300 |
Fair value, inputs, level 2 | Carrying amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Line of credit | 120,800 | 119,500 |
Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Marketable securities | 5,667 | 5,237 |
Recurring | Fair Value, Inputs, level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Marketable securities | 5,667 | 5,237 |
Recurring | Fair value, inputs, level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Marketable securities | 0 | 0 |
Recurring | Fair Value, Inputs, level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Marketable securities | 0 | 0 |
Recurring | Interest rate swaps | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Interest rate swaps | (1,035) | (302) |
Recurring | Interest rate swaps | Fair Value, Inputs, level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Interest rate swaps | 0 | 0 |
Recurring | Interest rate swaps | Fair value, inputs, level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Interest rate swaps | (1,035) | (302) |
Recurring | Interest rate swaps | Fair Value, Inputs, level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Interest rate swaps | $ 0 | $ 0 |
Real Estate Investments (Narrat
Real Estate Investments (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)property | Sep. 30, 2015USD ($)property | |
Business Acquisition | ||||
Acquisition-related expenses | $ 705 | $ 150 | $ 1,748 | $ 217 |
2016 Acquisitions | ||||
Business Acquisition | ||||
Business acquisition, percentage of voting interests acquired | 100.00% | 100.00% | ||
Number of real estate acquisitions (in number of properties) | property | 19 | |||
Total purchase price | $ 85,700 | |||
Revenue of acquiree since acquisition date | $ 1,100 | 1,800 | ||
Net income (loss) of acquiree | 459 | 518 | ||
Acquisition-related expenses | $ 205 | $ 535 | ||
2015 Acquisitions | ||||
Business Acquisition | ||||
Business acquisition, percentage of voting interests acquired | 100.00% | 100.00% | ||
Number of real estate acquisitions (in number of properties) | property | 3 | |||
Total purchase price | $ 7,300 | |||
Revenue of acquiree since acquisition date | $ 55 | 58 | ||
Net income (loss) of acquiree | (23) | (42) | ||
Acquisition-related expenses | $ 150 | $ 217 |
Real Estate Investments (Schedu
Real Estate Investments (Schedule of purchase price allocation) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
2016 Acquisitions | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Land | $ 12,862 | |
Building and improvements | 65,333 | |
Total purchase price | 85,664 | |
2016 Acquisitions | In-place leases | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Acquired in-place leases | $ 6,965 | |
Weighted average amortization period (years) | 13 years 7 months 25 days | |
2016 Acquisitions | Above-market leases | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Acquired in-place leases | $ 973 | |
Weighted average amortization period (years) | 13 years 10 months 25 days | |
2016 Acquisitions | Below market leases | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Intangible lease liabilities | $ (469) | |
Finite-lived intangible lease liability, amortization period (years) | 14 years 2 months 25 days | |
2015 Acquisitions | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Land | $ 1,672 | |
Building and improvements | 4,910 | |
Total purchase price | 7,320 | |
2015 Acquisitions | In-place leases | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Acquired in-place leases | 759 | |
2015 Acquisitions | Below market leases | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||
Intangible lease liabilities | $ (21) |
Real Estate Investments (Busine
Real Estate Investments (Business acquisition, Pro forma information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
2016 Acquisitions | ||||||
Pro forma basis | ||||||
Revenue | $ 7,358 | $ 6,347 | $ 22,177 | $ 18,944 | ||
Net income (loss) | $ (351) | 1,421 | $ 250 | 8,462 | ||
2015 Acquisitions | ||||||
Pro forma basis | ||||||
Revenue | 4,832 | $ 3,584 | 14,505 | $ 8,909 | ||
Net income (loss) | $ 1,195 | $ (37) | $ 7,749 | $ 372 |
Real Estate Investments (Proper
Real Estate Investments (Property Disposition) (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($)property | |
Real Estate [Line Items] | ||
Gain on disposition of real estate assets, net | $ 0 | $ 5,642,000 |
Disposal Group 2015 | ||
Real Estate [Line Items] | ||
Gross sale price of real estate | 21,900,000 | |
Gain on disposition of real estate assets, net | $ 5,600,000 | |
Disposal Group 2015 | Single Tenant | ||
Real Estate [Line Items] | ||
Number of real estate properties disposed of | property | 4 | |
Disposal Group 2015 | Anchored Shopping Center | ||
Real Estate [Line Items] | ||
Number of real estate properties disposed of | property | 1 | |
Disposition Fees Expense | Disposal Group 2015 | ||
Real Estate [Line Items] | ||
Related party transaction, expenses from transactions with related party | $ 0 |
Marketable Securities (Narrativ
Marketable Securities (Narrative) (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016USD ($)security | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |||
Marketable securities | $ 5,667 | $ 5,237 | |
Available-for-sale Securities, Other Disclosure Items [Abstract] | |||
Number of securities sold | security | 51 | ||
Proceeds from sale and maturities of marketable securities | $ 603 | $ 1,717 |
Marketable Securities (Schedule
Marketable Securities (Schedule of available-for-sale securities) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | $ 5,558 | $ 5,310 |
Unrealized Gain | 109 | (73) |
Fair Value | 5,667 | $ 5,237 |
U.S. Treasury Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 1,858 | |
Unrealized Gain | 19 | |
Fair Value | 1,877 | |
U.S. Agency Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 818 | |
Unrealized Gain | 5 | |
Fair Value | 823 | |
Corporate Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 2,882 | |
Unrealized Gain | 85 | |
Fair Value | $ 2,967 |
Marketable Securities (Schedu44
Marketable Securities (Schedule of available-for-sale securities reconciliation) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Amortized Cost Basis Rollforward | |
Marketable securities as of January 1, 2016 | $ 5,310 |
Face value of marketable securities acquired | 838 |
Premiums and discounts on purchase of marketable securities, net of acquisition costs | 23 |
Amortization on marketable securities | (12) |
Sales and maturities of securities | (601) |
Marketable securities as of September 30, 2016 | 5,558 |
Unrealized Loss(Gain) Rollforward | |
Marketable securities as of January 1, 2016 | (73) |
Sales and maturities of securities | (2) |
Unrealized gain on marketable securities | 184 |
Marketable securities as of September 30, 2016 | 109 |
Fair Value Rollforward | |
Marketable securities as of January 1, 2016 | 5,237 |
Face value of marketable securities acquired | 838 |
Premiums and discounts on purchase of marketable securities, net of acquisition costs | 23 |
Amortization on marketable securities | (12) |
Sales and maturities of securities | (603) |
Unrealized gain on marketable securities | 184 |
Marketable securities as of September 30, 2016 | $ 5,667 |
Marketable Securities (Schedu45
Marketable Securities (Schedule of Maturities) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Amortized Cost | ||
Due within one year | $ 1,041 | |
Due after one year through five years | 2,004 | |
Due after five years through ten years | 1,949 | |
Due after ten years | 564 | |
Total | 5,558 | |
Estimated Fair Value | ||
Due within one year | 1,041 | |
Due after one year through five years | 2,023 | |
Due after five years through ten years | 2,034 | |
Due after ten years | 569 | |
Total | $ 5,667 | $ 5,237 |
Derivative Instruments and He46
Derivative Instruments and Hedging Activities (Schedule of derivative instruments) (Details) - Cash Flow Hedging - Interest rate swaps - Deferred rental income, derivative liabilities, and other liabilities - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Outstanding notional amount | $ 49,240 | |
Fair value of liabilities | $ (1,035) | $ (302) |
Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate (percentage) | 3.43% | |
Maximum | ||
Derivatives, Fair Value [Line Items] | ||
Interest rate (percentage) | 3.57% |
Derivative Instruments and He47
Derivative Instruments and Hedging Activities (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)derivative | Sep. 30, 2015USD ($) | |
Derivatives, Fair Value [Line Items] | ||||
Amount of loss reclassified from other comprehensive income into income as interest expense | $ 131,000 | $ 137,000 | $ 405,000 | $ 137,000 |
Portion of change in fair value of derivative considered ineffective | $ 0 | $ 0 | ||
Cash Flow Hedging | Interest rate swaps | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative agreement entered during period (in derivatives) | derivative | 0 | |||
Interest rate cash flow hedge gain (loss) to be reclassified during next twelve months | 426,000 | $ 426,000 | ||
Derivative liability, event of default, termination amount | $ 1,100,000 | $ 1,100,000 |
Credit Facility and Notes Pay48
Credit Facility and Notes Payable (Schedule of Debt) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Debt [Roll Forward] | |
Long-term debt, gross, beginning balance | $ 119,494 |
Deferred costs, beginning of period | (1,764) |
Total debt, net, beginning of period | 117,730 |
Debt issuances, gross | 16,275 |
Debt issuances, net | (170) |
Proceeds from debt, net of issuance costs | 16,105 |
Repayments | (15,000) |
Accretion | 232 |
Amortization of deferred financing costs | 232 |
Long-term debt, gross, ending balance | 120,769 |
Deferred costs, end of period | (1,702) |
Total debt, net, ending of period | 119,067 |
Credit Facility | |
Debt [Roll Forward] | |
Long-term debt, gross, beginning balance | 50,000 |
Debt issuances, gross | 5,000 |
Repayments | (15,000) |
Long-term debt, gross, ending balance | 40,000 |
Fixed Rate Debt | |
Debt [Roll Forward] | |
Long-term debt, gross, beginning balance | 69,494 |
Debt issuances, gross | 11,275 |
Repayments | 0 |
Long-term debt, gross, ending balance | $ 80,769 |
Credit Facility and Notes Pay49
Credit Facility and Notes Payable (Fixed Rate Debt) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Long-term debt, including net deferred financing costs | $ 119,067 | $ 117,730 |
Weighted average years to maturity | 4 years 10 months 25 days | |
Weighted average interest rate (percentage) | 3.66% | |
Debt outstanding | $ 120,769 | 119,494 |
Fixed Rate Debt | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate (percentage) | 3.77% | |
Debt outstanding | $ 80,769 | $ 69,494 |
Debt security, amount, aggregate gross real estate assets net of gross intangible lease liabilities | $ 134,900 | |
Minimum | Fixed Rate Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 3.37% | |
Maximum | Fixed Rate Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 4.05% | |
Interest rate swaps | Variable Rate Debt | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 9,200 |
Credit Facility and Notes Pay50
Credit Facility and Notes Payable (Amended Credit Agreement) (Details) | 9 Months Ended | |
Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Credit facility and notes payable, net | $ 119,067,000 | $ 117,730,000 |
Line of Credit | JPMorgan Chase Bank, N.A. | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 125,000,000 | |
Line of credit, remaining borrowing capacity | 85,000,000 | |
Line of credit facility, covenant, minimum consolidated net worth | $ 63,000,000 | |
Line of credit facility, covenant, minimum consolidated net worth, percentage of equity issuance | 75.00% | |
Line of Credit | JPMorgan Chase Bank, N.A. | Federal Funds Effective Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (percentage) | 0.50% | |
Line of Credit | JPMorgan Chase Bank, N.A. | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (percentage) | 1.00% | |
Line of Credit | JPMorgan Chase Bank, N.A. | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 0.90% | |
Debt instrument, covenant, fixed charge coverage ratio | 1.50 | |
Line of Credit | JPMorgan Chase Bank, N.A. | Minimum | Statutory Reserve Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (percentage) | 1.90% | |
Line of Credit | JPMorgan Chase Bank, N.A. | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 1.45% | |
Line of credit facility, covenant, leverage ratio | 60.00% | |
Line of Credit | JPMorgan Chase Bank, N.A. | Maximum | Statutory Reserve Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (percentage) | 2.45% | |
Line of Credit | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 85,000,000 | |
Credit facility and notes payable, net | 0 | |
Line of Credit | Term Loan | JPMorgan Chase Bank, N.A. | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 40,000,000 | |
Credit facility and notes payable, net | $ 40,000,000 | |
Line of Credit | Term Loan | JPMorgan Chase Bank, N.A. | Interest rate swaps | Cash Flow Hedging | ||
Debt Instrument [Line Items] | ||
Interest rate at period end (percentage) | 3.43% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Real estate investment purchase commitments $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)property | |
Business Acquisition | |
Business acquisition, percentage of voting interests acquired | 100.00% |
Number of real estate acquisitions (in number of properties) | property | 5 |
Total purchase price | $ 59.3 |
Escrow deposit | $ 1.2 |
Related-Party Transactions an52
Related-Party Transactions and Arrangements (Selling commissions, dealer manager and distribution fees) (Details) | Sep. 30, 2016USD ($) |
Common Class W | Dealer manager | Selling commissions | |
Related Party Transaction | |
Daily asset based related party fee percent | 0.00% |
Common Class W | Dealer manager | Dealer manager fees | |
Related Party Transaction | |
Daily asset based related party fee percent | 0.55% |
Common Class W | Dealer manager | Distribution fees | |
Related Party Transaction | |
Daily asset based related party fee percent | 0.00% |
Common Class A | Dealer manager | Selling commissions | |
Related Party Transaction | |
Daily asset based related party fee percent | 3.75% |
Common stock, share purchase volume discount | $ 150,001 |
Common Class A | Dealer manager | Dealer manager fees | |
Related Party Transaction | |
Daily asset based related party fee percent | 0.55% |
Common Class A | Dealer manager | Distribution fees | |
Related Party Transaction | |
Daily asset based related party fee percent | 0.50% |
Common Class A | Advisors | Selling commissions reallowed by CCC | |
Related Party Transaction | |
Daily asset based related party fee reallowed to third party percent | 100.00% |
Common Class I | Dealer manager | Selling commissions | |
Related Party Transaction | |
Daily asset based related party fee percent | 0.00% |
Common Class I | Dealer manager | Dealer manager fees | |
Related Party Transaction | |
Daily asset based related party fee percent | 0.25% |
Common Class I | Dealer manager | Distribution fees | |
Related Party Transaction | |
Daily asset based related party fee percent | 0.00% |
Maximum | Common Class A | Dealer manager | Selling commissions | |
Related Party Transaction | |
Daily asset based related party fee percent | 3.90% |
Related-Party Transactions an53
Related-Party Transactions and Arrangements (Other organization and offering expenses and Advisory fees and expenses) (Details) - Advisors | 9 Months Ended |
Sep. 30, 2016 | |
Advisory Fees and Expenses | |
Related Party Transaction | |
Distribution and stockholder servicing fee, percentage of net asset value, daily accrual rate | 0.00025% |
Maximum | Organization and offering expense reimbursement | |
Related Party Transaction | |
Organization and offering expense limit (percent) | 0.75% |
Related-Party Transactions an54
Related-Party Transactions and Arrangements (Operating expenses, Expense Cap and Acquisition fees and expenses) (Details) - Advisors - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transaction | ||||
Annualized rate, excess general and administrative expense | 1.25% | 1.25% | ||
Excess General And Administrative Expenses To Be Reimbursed | ||||
Related Party Transaction | ||||
Related party transaction, expenses from transactions with related party | $ 264 | $ 485 | ||
Acquisition expense reimbursement | ||||
Related Party Transaction | ||||
Related party transaction, expenses from transactions with related party | $ 430 | $ 95 | $ 1,087 | $ 135 |
Minimum | Operating expenses | ||||
Related Party Transaction | ||||
Operating expense reimbursement percent of average invested assets | 2.00% | 2.00% | ||
Operating expense reimbursement percent of net income | 25.00% | 25.00% | ||
Maximum | Acquisition expense reimbursement | ||||
Related Party Transaction | ||||
Acquisition and advisory fee (percent) | 6.00% | 6.00% |
Related-Party Transactions an55
Related-Party Transactions and Arrangements (Performance Fee) (Details) | Sep. 30, 2016$ / shares |
Advisors | Performance fee | |
Related Party Transaction | |
Performance fee, percent applied to total return on stockholders' capital between 6 percent and 10 percent | 25.00% |
Minimum | Advisors | Performance fee | |
Related Party Transaction | |
Total return threshold to receive performance fee (percent) | 6.00% |
Maximum | Advisors | Performance fee | |
Related Party Transaction | |
Total return threshold to receive performance fee (percent) | 10.00% |
Common Class W | |
Related Party Transaction | |
Share price, base net asset value (in dollars per share) | $ 15 |
Common Class A | |
Related Party Transaction | |
Share price, base net asset value (in dollars per share) | 16.72 |
Common Class I | |
Related Party Transaction | |
Share price, base net asset value (in dollars per share) | $ 16.82 |
Related-Party Transactions an56
Related-Party Transactions and Arrangements (Schedule of Related Party Transaction) (Details) - Advisors - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Selling commissions | ||||
Related Party Transaction | ||||
Related party transaction, expenses from transactions with related party | $ 666 | $ 18 | $ 1,470 | $ 63 |
Distribution fees | ||||
Related Party Transaction | ||||
Related party transaction, expenses from transactions with related party | 67 | 23 | 155 | 63 |
Dealer manager fees | ||||
Related Party Transaction | ||||
Related party transaction, expenses from transactions with related party | 349 | 196 | 901 | 547 |
Organization and offering expense reimbursement | ||||
Related Party Transaction | ||||
Related party transaction, expenses from transactions with related party | 330 | 115 | 843 | 230 |
Acquisition expense reimbursement | ||||
Related Party Transaction | ||||
Related party transaction, expenses from transactions with related party | 430 | 95 | 1,087 | 135 |
Advisory fee | ||||
Related Party Transaction | ||||
Related party transaction, expenses from transactions with related party | 725 | 331 | 1,911 | 921 |
Operating expense reimbursement | ||||
Related Party Transaction | ||||
Related party transaction, expenses from transactions with related party | 478 | 0 | 1,227 | 0 |
Performance fee | ||||
Related Party Transaction | ||||
Related party transaction, expenses from transactions with related party | $ 0 | $ 362 | $ 0 | $ 765 |
Related-Party Transactions an57
Related-Party Transactions and Arrangements (Due to Affiliates) (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Advisors | ||
Related Party Transaction | ||
Due to cole advisor | $ 13.3 | $ 8.2 |
Subsequent Events (Investment i
Subsequent Events (Investment in Real Estate Assets) (Details) - Subsequent event - Acquisitions, Subsequent Period $ in Millions | 1 Months Ended |
Nov. 07, 2016USD ($)property | |
Subsequent Event | |
Business acquisition, percentage of voting interests acquired | 100.00% |
Number of real estate acquisitions (in number of properties) | property | 6 |
Total purchase price | $ | $ 25.8 |
Subsequent Events (Status of Of
Subsequent Events (Status of Offering and Share Redemptions) (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended |
Nov. 07, 2016 | Sep. 30, 2016 | |
Subsequent Event | ||
Issuance of common stock | $ 113,843 | |
Value of stock redeemed | $ 11,389 | |
Subsequent event | ||
Subsequent Event | ||
Issuance of common stock | $ 336,900 | |
Issuance of common stock (in shares) | 19,100 | |
Redemption of stock (in shares) | 147 | |
Value of stock redeemed | $ 2,673 |
Subsequent Events (Credit Facil
Subsequent Events (Credit Facility) (Details) - USD ($) | Nov. 07, 2016 | Oct. 12, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Subsequent Event | ||||
Line of credit, amount outstanding | $ 119,067,000 | $ 117,730,000 | ||
JPMorgan Chase Bank, N.A. | Line of Credit | ||||
Subsequent Event | ||||
Line of credit facility, maximum borrowing capacity | 125,000,000 | |||
Line of credit, remaining borrowing capacity | 85,000,000 | |||
JPMorgan Chase Bank, N.A. | Line of Credit | Revolving Credit Facility | ||||
Subsequent Event | ||||
Line of credit facility, maximum borrowing capacity | 85,000,000 | |||
Line of credit, amount outstanding | 0 | |||
JPMorgan Chase Bank, N.A. | Line of Credit | Term Loan | ||||
Subsequent Event | ||||
Line of credit facility, maximum borrowing capacity | 40,000,000 | |||
Line of credit, amount outstanding | $ 40,000,000 | |||
JPMorgan Chase Bank, N.A. | Subsequent event | Line of Credit | ||||
Subsequent Event | ||||
Line of credit facility, accordion feature, exercise amount | $ 75,000,000 | |||
Line of credit, remaining borrowing capacity | $ 160,000,000 | |||
JPMorgan Chase Bank, N.A. | Subsequent event | Line of Credit | Revolving Credit Facility | ||||
Subsequent Event | ||||
Line of credit facility, maximum borrowing capacity | 136,000,000 | |||
JPMorgan Chase Bank, N.A. | Subsequent event | Line of Credit | Term Loan | ||||
Subsequent Event | ||||
Line of credit facility, maximum borrowing capacity | $ 64,000,000 | |||
Line of credit, amount outstanding | $ 40,000,000 |