Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2014 |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, INC. | ||
Entity Central Index Key | 1500554 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 95,359,426 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $384.60 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Real estate investments, at cost: | ||
Land | $158,787 | $28,192 |
Buildings, fixtures and improvements | 478,854 | 62,702 |
Acquired intangible lease assets | 127,144 | 16,599 |
Total real estate investments, at cost | 764,785 | 107,493 |
Less: accumulated depreciation and amortization | -19,115 | -6,097 |
Total real estate investments, net | 745,670 | 101,396 |
Cash and cash equivalents | 170,963 | 13,295 |
Restricted cash | 3,469 | 1,018 |
Prepaid expenses and other assets | 7,591 | 2,272 |
Deferred costs, net | 8,117 | 1,397 |
Land held for sale | 0 | 564 |
Total assets | 935,810 | 119,942 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Mortgage notes payable | 86,931 | 63,083 |
Mortgage premium, net | 292 | 0 |
Below-market lease liabilities, net | 48,113 | 912 |
Derivatives, at fair value | 332 | 98 |
Accounts payable and accrued expenses | 10,329 | 8,211 |
Deferred rent and other liabilities | 1,575 | 382 |
Distributions payable | 5,138 | 375 |
Total liabilities | 152,710 | 73,061 |
Preferred stock, $0.01 par value per share, 50,000,000 authorized, none issued or outstanding at December 31, 2014 and 2013 | 0 | 0 |
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 94,448,748 and 7,253,833 shares issued and outstanding at December 31, 2014 and 2013, respectively | 944 | 72 |
Additional paid-in capital | 836,387 | 56,384 |
Accumulated other comprehensive loss | -327 | -98 |
Accumulated deficit | -53,904 | -9,477 |
Total stockholders' equity | 783,100 | 46,881 |
Total liabilities and stockholders' equity | $935,810 | $119,942 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 94,448,748 | 7,253,833 |
Common Stock, shares outstanding | 94,448,748 | 7,253,833 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Rental income | $21,450 | $5,406 | $990 |
Operating expense reimbursements | 6,659 | 1,755 | 276 |
Total revenues | 28,109 | 7,161 | 1,266 |
Operating expenses: | |||
Property operating | 8,844 | 2,337 | 295 |
Impairment charges | 186 | 0 | 0 |
Fair value adjustment to contingent purchase price obligation | -672 | 0 | 0 |
Acquisition and transaction related | 11,891 | 978 | 987 |
General and administrative | 2,558 | 457 | 245 |
Depreciation and amortization | 14,080 | 5,202 | 1,108 |
Total operating expenses | 36,887 | 8,974 | 2,635 |
Operating loss | -8,778 | -1,813 | -1,369 |
Other (expense) income: | |||
Interest expense | -3,907 | -2,761 | -833 |
Extinguishment of debt | 0 | -130 | 0 |
Loss on disposition of land | -19 | 0 | 0 |
Other income | 72 | 0 | 0 |
Total other expense, net | -3,854 | -2,891 | -833 |
Net loss | -12,632 | -4,704 | -2,202 |
Other comprehensive loss: | |||
Change in unrealized loss on derivative | -229 | -98 | 0 |
Comprehensive loss | ($12,861) | ($4,802) | ($2,202) |
Basic and diluted weighted-average shares outstanding (in shares) | 49,231,737 | 3,216,903 | 358,267 |
Basic and diluted net loss per share (in dollars per share) | ($0.26) | ($1.46) | ($6.15) |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders' Equity (Deficit) |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $0 | ($3,406) | $0 | ($313) | ($3,719) | |
Balance (in shares) at Dec. 31, 2011 | 33,056 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 793,069 | |||||
Issuances of common stock | 8 | 7,663 | 7,671 | |||
Common stock offering costs, commissions and dealer manager fees | -2,919 | -2,919 | ||||
Common stock issued through distribution reinvestment plan (in shares) | 2,000 | 1,993 | ||||
Common stock issued through distribution reinvestment plan | 19 | 19 | 19 | |||
Share-based compensation, net of forfeitures (in shares) | 6,000 | |||||
Share-based compensation, net of forfeitures | 15 | 15 | ||||
Net loss | -2,202 | -2,202 | -2,202 | |||
Distributions declared | -187 | -187 | ||||
Balance at Dec. 31, 2012 | 8 | 1,372 | 0 | -2,702 | -1,322 | |
Balance (in shares) at Dec. 31, 2012 | 834,118 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 6,349,720 | |||||
Issuances of common stock | 63 | 62,708 | 62,771 | |||
Common stock offering costs, commissions and dealer manager fees | -8,309 | -8,309 | ||||
Common stock issued through distribution reinvestment plan (in shares) | 100,000 | 69,669 | ||||
Common stock issued through distribution reinvestment plan | 663 | 1 | 662 | 663 | ||
Share-based compensation, net of forfeitures (in shares) | 9,000 | |||||
Share-based compensation, net of forfeitures | 38 | 38 | ||||
Net loss | -4,704 | -4,704 | -4,704 | |||
Common stock repurchases (in shares) | -8,674 | |||||
Common stock repurchases | -87 | -87 | ||||
Distributions declared | -2,071 | -2,071 | ||||
Other comprehensive loss | -98 | -98 | ||||
Balance at Dec. 31, 2013 | 72 | 56,384 | -98 | -9,477 | 46,881 | |
Balance (in shares) at Dec. 31, 2013 | 7,253,833 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 85,692,602 | |||||
Issuances of common stock | 857 | 852,213 | 853,070 | |||
Common stock offering costs, commissions and dealer manager fees | -86,477 | -86,477 | ||||
Common stock issued through distribution reinvestment plan (in shares) | 1,560,476 | |||||
Common stock issued through distribution reinvestment plan | 14,824 | 16 | 14,808 | 14,824 | ||
Share-based compensation, net of forfeitures (in shares) | 6,655 | |||||
Share-based compensation, net of forfeitures | 93 | 93 | ||||
Net loss | -12,632 | -12,632 | -12,632 | |||
Common stock repurchases (in shares) | -64,818 | -64,818 | ||||
Common stock repurchases | -1 | -634 | -635 | |||
Distributions declared | -31,795 | -31,795 | ||||
Other comprehensive loss | -229 | -229 | ||||
Balance at Dec. 31, 2014 | $944 | $836,387 | ($327) | ($53,904) | $783,100 | |
Balance (in shares) at Dec. 31, 2014 | 94,448,748 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($12,632) | ($4,704) | ($2,202) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation | 6,857 | 3,116 | 657 |
Amortization of in-place lease assets | 7,177 | 2,079 | 451 |
Amortization (including accelerated write-off) of deferred costs | 758 | 472 | 141 |
Amortization of mortgage premium | -12 | 0 | 0 |
Amortization of above-market lease assets and accretion of below-market lease liabilities, net | 172 | 428 | 18 |
Fair value adjustment to contingent purchase price obligation | -672 | 0 | 0 |
Impairment charges | 186 | 0 | 0 |
Loss on disposition of land | 19 | 0 | 0 |
Share-based compensation | 93 | 38 | 15 |
Ineffective portion of derivative | 5 | 0 | 0 |
Changes in assets and liabilities: | |||
Prepaid expenses and other assets | -4,244 | -1,527 | -527 |
Accounts payable and accrued expenses | 5,144 | -922 | 1,486 |
Deferred rent and other liabilities | 1,193 | 234 | 148 |
Net cash provided by (used in) operating activities | 4,044 | -786 | 187 |
Cash flows from investing activities: | |||
Investments in real estate and other assets | -584,018 | -12,575 | -12,902 |
Deposits for real estate acquisitions | -1,344 | 0 | 0 |
Proceeds from disposition of land | 543 | 0 | 0 |
Capital expenditures | -1,549 | -165 | 0 |
Net cash used in investing activities | -586,368 | -12,740 | -12,902 |
Cash flows from financing activities: | |||
Proceeds from mortgage notes payable | 0 | 11,000 | 0 |
Payments of mortgage notes payable | -384 | -29,517 | 0 |
Proceeds from notes payable | 0 | 0 | 7,235 |
Payments of notes payable | 0 | -7,235 | 0 |
Payments of deferred financing costs | -7,061 | -949 | -783 |
Proceeds from issuances of common stock | 853,535 | 62,311 | 7,671 |
Common stock repurchases | -308 | -87 | 0 |
Payments of offering costs and fees related to stock issuances | -90,112 | -7,209 | -1,286 |
Distributions paid | -12,208 | -1,080 | -121 |
Advances from (payments to) affiliate, net | -1,019 | 0 | 604 |
Restricted cash | -2,451 | -691 | -327 |
Net cash provided by financing activities | 739,992 | 26,543 | 12,993 |
Net change in cash and cash equivalents | 157,668 | 13,017 | 278 |
Cash and cash equivalents, beginning of period | 13,295 | 278 | 0 |
Cash and cash equivalents, end of period | 170,963 | 13,295 | 278 |
Supplemental Disclosures: | |||
Cash paid for interest | 3,088 | 2,311 | 599 |
Cash paid for income taxes | 411 | 12 | 0 |
Offering costs in accounts payable and accrued expenses | 1,180 | 4,815 | 3,715 |
Receivables for issuances of common stock | 0 | 465 | 5 |
Accrued common stock repurchases | 327 | 0 | 0 |
Capital improvements in accounts payable and accrued expenses | 1,284 | 0 | 0 |
Non-Cash Investing and Financing Activities: | |||
Mortgage notes payable assumed or used to acquire investments in real estate | 24,232 | 40,875 | 40,725 |
Premium assumed on mortgage note payable | 304 | 0 | 0 |
Common stock issued through distribution reinvestment plan | $14,824 | $663 | $19 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization |
American Realty Capital — Retail Centers of America, Inc. (the "Company"), incorporated on July 29, 2010, is a Maryland corporation that qualified as a real estate investment trust ("REIT") for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2012. On March 17, 2011, the Company commenced its initial public offering (the "IPO") on a "reasonable best efforts" basis of up to 150.0 million shares of common stock, $0.01 par value per share, at a price of $10.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11, as amended (File No. 333-169355) (the "Registration Statement"), filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement also covered up to 25.0 million shares available pursuant to a distribution reinvestment plan (the "DRIP") under which the Company's common stockholders were able to elect to have their distributions reinvested in additional shares of the Company's common stock at a price initially equal to $9.50 per share, which was 95.0% of the per share offering price in the IPO. | |
On March 9, 2012, the Company raised proceeds sufficient to break escrow in connection with its IPO. On March 4, 2013, the Company's board of directors approved an extension of the termination date of the IPO from March 17, 2013 to March 17, 2014. On March 14, 2014, the Company filed a registration statement on Form S-11 (File No. 333-194586) (the "Follow-On Registration Statement") with the SEC to register a follow-on offering of up to 75.0 million shares of common stock, $0.01 par value per share, at a price of $10.00 per share, subject to certain volume and other discounts, and 12.5 million shares of common stock pursuant to the DRIP. However, as permitted by Rule 415 under the Securities Act, the Company continued offering and selling shares in its IPO until September 12, 2014. | |
The IPO closed on September 12, 2014. On September 17, 2014, the Company withdrew its Follow-On Registration Statement, from which no securities were sold. On September 19, 2014, the Company registered an additional 25.0 million shares of common stock to be used under the DRIP (as amended to include a direct stock purchase component) pursuant to a registration statement on Form S-3D (File No. 333-198864). | |
As of December 31, 2014, the Company had 94.4 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total proceeds from the IPO and the DRIP of $938.7 million. | |
The Company has acquired and intends to acquire and own existing anchored, stabilized core retail properties, including power centers, lifestyle centers, grocery-anchored shopping centers (with a purchase price in excess of $20.0 million) and other need-based shopping centers which are located in the United States and at least 80.0% leased at the time of acquisition. All properties will be acquired and operated by the Company or acquired and operated by the Company jointly with another party. The Company may also originate or acquire first mortgage loans secured by real estate. The Company purchased its first property and commenced active operations in June 2012. As of December 31, 2014, the Company owned 20 properties with an aggregate purchase price of $716.3 million, comprised of 4.3 million rentable square feet which were 94.5% leased on a weighted-average basis. | |
Substantially all of the Company's business is conducted through American Realty Capital Retail Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. The Company is the sole general partner and holds substantially all the units of limited partner interest in the OP ("OP Units"). The Company's external affiliated advisor, American Realty Capital Retail Advisor, LLC (the "Advisor"), a limited partner in the OP, holds 202 OP Units, which represents a nominal percentage of the aggregate OP ownership. After holding the OP Units for a period of one year, or upon liquidation of the OP or sale of substantially all of the assets of the OP, holders of OP Units have the right to convert OP Units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, in accordance with the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. | |
The Company has no direct employees. The Company has retained the Advisor to manage its affairs on a day-to-day basis. The Advisor has entered into a service agreement with an independent third party, Lincoln Retail REIT Services, LLC, a Delaware limited liability company ("Lincoln"), pursuant to which Lincoln has agreed to provide, subject to the Advisor's oversight, real estate-related services, including locating investments, negotiating financing, and providing property-level asset management services, property management services, leasing and construction oversight services and disposition services, as needed. Realty Capital Securities, LLC (the "Dealer Manager") served as the dealer manager of the IPO. The Advisor and the Dealer Manager are under common control with AR Capital, LLC, the parent of the Company's sponsor (the "Parent of the Sponsor"), as a result of which they are related parties, and each of which has received or will receive compensation, fees and expense reimbursements for services related to the IPO and the investment and management of the Company's assets. Such entities have received or may receive, as applicable, fees during the offering, acquisition, operational and liquidation stages. The Advisor has paid and will continue to pay Lincoln a substantial portion of the fees payable to the Advisor for the performance of real estate-related services. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | ||||||||||||||||||||||||
Basis of Accounting | |||||||||||||||||||||||||
The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). | |||||||||||||||||||||||||
Principles of Consolidation and Basis of Presentation | |||||||||||||||||||||||||
The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. | |||||||||||||||||||||||||
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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, real estate taxes and fair value measurements, as applicable. | |||||||||||||||||||||||||
Real Estate Investments | |||||||||||||||||||||||||
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. | |||||||||||||||||||||||||
The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. | |||||||||||||||||||||||||
In business combinations, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets may include the value of in-place leases and above- and below- market leases. In addition, any assumed mortgages receivable or payable and any assumed or issued noncontrolling interests are recorded at their estimated fair values. | |||||||||||||||||||||||||
The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. The fair value of above- or below-market leases is recorded based on the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and the Company's estimate of fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease, including any below-market fixed rate renewal options for below-market leases. | |||||||||||||||||||||||||
In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. | |||||||||||||||||||||||||
In allocating non-controlling interests, amounts are recorded based on the fair value of units issued at the date of acquisition, as determined by the terms of the applicable agreement. | |||||||||||||||||||||||||
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including real estate valuations, prepared by independent valuation firms. The Company also considers information and other factors including: market conditions, the industry that the tenant operates in, characteristics of the real estate, i.e.: location, size, demographics, value and comparative rental rates, tenant credit profile, store profitability and the importance of the location of the real estate to the operations of the tenant’s business. | |||||||||||||||||||||||||
Acquired intangible assets and lease liabilities consist of the following as of December 31, 2014 and 2013: | |||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
(In thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||
Intangible assets: | |||||||||||||||||||||||||
In-place leases | $ | 112,997 | $ | 7,949 | $ | 105,048 | $ | 11,601 | $ | 2,090 | $ | 9,511 | |||||||||||||
Above-market leases | 12,569 | 1,751 | 10,818 | 4,998 | 489 | 4,509 | |||||||||||||||||||
Below-market ground lease | 1,578 | — | 1,578 | — | — | — | |||||||||||||||||||
Total acquired intangible lease assets | $ | 127,144 | $ | 9,700 | $ | 117,444 | $ | 16,599 | $ | 2,579 | $ | 14,020 | |||||||||||||
Intangible liabilities: | |||||||||||||||||||||||||
Below-market lease liabilities | $ | 49,315 | $ | 1,202 | $ | 48,113 | $ | 986 | $ | 74 | $ | 912 | |||||||||||||
The Company is required to present the operations related to properties that have been sold or properties that are intended to be sold as discontinued operations in the consolidated statements of operations and comprehensive loss for all periods presented to the extent the disposal of a component represents a strategic shift that has or will have a major effect on the Company’s operations and financial results. Properties that are intended to be sold are to be designated as "held for sale" on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale. Properties are no longer depreciated when they are classified as held for sale. | |||||||||||||||||||||||||
Depreciation and Amortization | |||||||||||||||||||||||||
The Company is required to make subjective assessments as to the useful lives of the components of Company’s real estate investments for purposes of determining the amount of depreciation to record on an annual basis. These assessments have a direct impact on the Company’s net income because if the Company were to shorten the expected useful lives of the Company’s real estate investments, the Company would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis. | |||||||||||||||||||||||||
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. | |||||||||||||||||||||||||
Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods. | |||||||||||||||||||||||||
Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods. | |||||||||||||||||||||||||
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases. | |||||||||||||||||||||||||
Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages. | |||||||||||||||||||||||||
The following table provides the weighted-average amortization and accretion periods as of December 31, 2014, for intangible assets and liabilities and the projected amortization expense and adjustments to revenue and property operating expense for the next five years: | |||||||||||||||||||||||||
(in thousands) | Weighted-Average Amortization Period | 2015 | 2016 | 2017 | 2018 | 2019 | |||||||||||||||||||
In-place leases | 6.6 years | $ | 22,879 | $ | 20,274 | $ | 17,820 | $ | 12,060 | $ | 7,331 | ||||||||||||||
Total to be included in depreciation and amortization | $ | 22,879 | $ | 20,274 | $ | 17,820 | $ | 12,060 | $ | 7,331 | |||||||||||||||
Above-market lease assets | 5.8 years | $ | 2,331 | $ | 2,224 | $ | 2,138 | $ | 1,441 | $ | 736 | ||||||||||||||
Below-market lease liabilities | 17.3 years | (4,604 | ) | (4,094 | ) | (3,869 | ) | (3,375 | ) | (2,940 | ) | ||||||||||||||
Total to be included in rental income | $ | (2,273 | ) | $ | (1,870 | ) | $ | (1,731 | ) | $ | (1,934 | ) | $ | (2,204 | ) | ||||||||||
Below-market ground lease asset | 40.7 years | $ | 39 | $ | 39 | $ | 39 | $ | 39 | $ | 39 | ||||||||||||||
Total to be included in property operating expense | $ | 39 | $ | 39 | $ | 39 | $ | 39 | $ | 39 | |||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, amortization of in-place leases of $7.2 million, $2.1 million and $0.5 million, respectively, is included in depreciation and amortization on the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2014, 2013 and 2012, net amortization and accretion of above- and below-market lease intangibles of $0.2 million, $0.4 million and approximately $18,000, respectively, is included in rental income on the consolidated statements of operations and comprehensive loss. No amortization of the below-market ground lease asset was recognized in property operating expense for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||||||||||
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. | |||||||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||||||
Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. As of December 31, 2014 and 2013, approximately $47,000 and $0.1 million, respectively, were held in an overnight repurchase agreement with the Company's financial institution, in which excess funds over an established threshold were being swept daily. | |||||||||||||||||||||||||
The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company ("FDIC") up to an insurance limit. As of December 31, 2014, the Company had deposits of $171.0 million of which $170.2 million were in excess of the amount insured by the FDIC. As of December 31, 2013, the Company had deposits of $13.3 million of which $12.6 million were in excess of the amount insured by the FDIC. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result thereof. | |||||||||||||||||||||||||
Restricted Cash | |||||||||||||||||||||||||
Restricted cash primarily consists of reserves related to lease expirations as well as maintenance, structural, and debt service reserves. | |||||||||||||||||||||||||
Deferred Costs, Net | |||||||||||||||||||||||||
Deferred costs, net, consists of deferred financing costs net of accumulated amortization and deferred leasing costs net of accumulated amortization. | |||||||||||||||||||||||||
Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. | |||||||||||||||||||||||||
Deferred leasing costs, consisting primarily of lease commissions and payments made to execute new leases, are deferred and amortized over the term of the lease. | |||||||||||||||||||||||||
As of December 31, 2014, the Company had $8.1 million of deferred costs, net, consisting of $7.5 million of deferred financing costs, net and $0.6 million of deferred leasing costs, net. As of December 31, 2013, the Company had $1.4 million of deferred costs, net, consisting of $1.1 million of deferred financing costs, net and $0.3 million of deferred leasing costs, net. | |||||||||||||||||||||||||
Derivative Instruments | |||||||||||||||||||||||||
The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. | |||||||||||||||||||||||||
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. | |||||||||||||||||||||||||
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any change in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the accompanying consolidated statement of operations and comprehensive loss. If the derivative is designated and qualifies for hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. | |||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||
The Company's revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. When the Company acquires a property, the term of existing leases is considered to commence as of the acquisition date for the purposes of this calculation. | |||||||||||||||||||||||||
The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant's sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. Contingent rental income is included in rental income on the accompanying consolidated statements of operations and comprehensive loss. | |||||||||||||||||||||||||
The Company continually reviews receivables related to rent and unbilled rent receivables 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 or record a direct write-off of the receivable in the Company's consolidated statements of operations and comprehensive loss. | |||||||||||||||||||||||||
Cost recoveries from tenants are included in operating expense reimbursements on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable. | |||||||||||||||||||||||||
Offering and Related Costs | |||||||||||||||||||||||||
Offering and related costs include all expenses incurred in connection with the Company's IPO. Offering costs (other than selling commissions and the dealer manager fee) include costs that may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company. These costs include but are not limited to (i) legal, accounting, printing, mailing, and filing fees; (ii) escrow related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the itemized and detailed due diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs paid by them on behalf of the Company, provided that the Advisor is obligated to reimburse the Company to the extent organization and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 1.5% of gross offering proceeds. As a result, these costs are only a liability of the Company to the extent aggregate selling commissions, the dealer manager fee and other organization and offering costs do not exceed 11.5% of the gross proceeds determined at the end of the IPO. As of the end of the IPO, offering costs were less than 11.5% (See Note 10 — Related Party Transactions and Arrangements). | |||||||||||||||||||||||||
Share-Based Compensation | |||||||||||||||||||||||||
The Company has a stock-based award plan, which is accounted for under the guidance for share based payments. The expense for such awards is included in general and administrative expenses and is recognized over the vesting period or when the requirements for exercise of the award have been met (See Note 12 — Share-Based Compensation). | |||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||
The Company qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2012. Commencing with such taxable year, it was organized and operating in such a manner as to qualify for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner to qualify for taxation as a REIT, but no assurance can be given that the Company will operate in a manner so as to qualify or remain qualified as a REIT. In order to qualify and continue to qualify for taxation as a REIT, the Company must, among other things, distribute annually at least 90% of its REIT taxable income to the Company's stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and properties, as well as federal income and excise taxes on its undistributed income. | |||||||||||||||||||||||||
The amount of distributions payable to the Company's stockholders is determined by the board of directors and is dependent on a number of factors, including funds available for distribution, financial condition, capital expenditure requirements, as applicable, and annual distribution requirements needed to qualify and maintain the Company's status as a REIT under the Code. From a tax perspective, of the amounts distributed during the year ended December 31, 2014, 88.7%, or $0.57 per share per annum, and 11.3%, or $0.07 per share per annum, represented a return of capital and ordinary dividend income, respectively. Of the amounts distributed during the year ended December 31, 2013, 4.6%, or $0.03 per share per annum, and 95.4%, or $0.61 per share per annum, represented a return of capital and ordinary dividend income, respectively. Of the amounts distributed during the year ended December 31, 2012, 100.0%, or $0.64 per share per annum, represented a return of capital. | |||||||||||||||||||||||||
Per Share Data | |||||||||||||||||||||||||
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted net income (loss) per share considers the effect of potentially dilutive instruments outstanding during such period. | |||||||||||||||||||||||||
Reportable Segments | |||||||||||||||||||||||||
The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company's investments in real estate generate rental revenue and other income through the leasing of properties, which comprise 100% of its total consolidated revenues. Management evaluates the operating performance of the Company's investments in real estate on an individual property level. | |||||||||||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||||||||||
In February 2013, the Financial Accounting Standards Board (the "FASB") issued guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |||||||||||||||||||||||||
In April 2014, the FASB amended the requirements for reporting discontinued operations. Under the revised guidance, in addition to other disclosure requirements, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale, disposed of by sale or other than by sale. The revised guidance is effective for annual periods beginning on or after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. The Company has adopted the provisions of this guidance effective January 1, 2014, and has applied the provisions prospectively. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |||||||||||||||||||||||||
In May 2014, the FASB issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers 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 guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. | |||||||||||||||||||||||||
In August 2014, the FASB issued guidance relating to disclosure of uncertainties about an entity's ability to continue as a going concern. In connection with preparing financial statements for each annual and interim reporting period, management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about the entity's ability to continue as a going concern, the guidance requires management to disclose information that enables users of the financial statements to understand the conditions or events that raised the substantial doubt, management's evaluation of the significance of the conditions or events that led to the doubt, the entity’s ability to continue as a going concern and management's plans that are intended to mitigate or that have mitigated the conditions or events that raised substantial doubt about the entity's ability to continue as a going concern. There is no disclosure required unless there are conditions or events that have raised substantial doubt about the entity’s ability to continue as a going concern. The guidance is effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. The Company has elected to adopt the provisions of this guidance effective December 31, 2014, as early application is permitted. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |||||||||||||||||||||||||
In February 2015, the FASB amended the accounting for consolidation of certain legal entities. The amendments modify the evaluation of whether certain legal entities are variable interest entities ("VIEs") or voting interest entities, eliminate the presumption that a general partner should consolidate a limited partnership and affect the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of the new guidance. | |||||||||||||||||||||||||
In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of the new guidance. |
Real_Estate_Investments
Real Estate Investments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Real Estate [Abstract] | |||||||||||||
Real Estate Investments | Real Estate Investments | ||||||||||||
The Company owned 20 properties as of December 31, 2014. The rentable square feet or annualized rental income on a straight-line basis of the 12 properties summarized below represented 5.0% or more of the Company's total portfolio's rentable square feet or annualized rental income on a straight-line basis as of December 31, 2014. | |||||||||||||
San Pedro Crossing | |||||||||||||
On December 21, 2012, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in San Pedro Crossing, a power center located in San Antonio, Texas ("San Pedro Crossing"). The seller had no preexisting relationship with the Company. The purchase price of San Pedro Crossing was $32.6 million, exclusive of closing costs. The acquisition of San Pedro Crossing was funded with proceeds from the Company's IPO and the creation of new mortgage debt secured by San Pedro Crossing. The Company accounted for the purchase of San Pedro Crossing as a business combination and incurred acquisition related costs of $0.6 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
Tiffany Springs MarketCenter | |||||||||||||
On September 26, 2013, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in Tiffany Springs MarketCenter, a power center located in Kansas City, Missouri ("Tiffany Springs MarketCenter"). The sellers had no preexisting relationship with the Company. The purchase price of Tiffany Springs MarketCenter was $53.5 million, exclusive of closing costs. The acquisition of Tiffany Springs MarketCenter was funded with proceeds from the Company's IPO and the assumption of existing mortgage debt secured by Tiffany Springs MarketCenter. The Company accounted for the purchase of Tiffany Springs MarketCenter as a business combination and incurred acquisition related costs of $0.9 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
The Streets of West Chester | |||||||||||||
On April 3, 2014, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in The Streets of West Chester, a lifestyle center located in West Chester Township, Ohio ("The Streets of West Chester"). The sellers had no preexisting relationship with the Company. The purchase price of The Streets of West Chester was $40.5 million, exclusive of closing costs, and was funded with proceeds from the Company's IPO. The Company accounted for the purchase of The Streets of West Chester as a business combination and incurred acquisition related costs of $0.7 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
Prairie Towne Center | |||||||||||||
On June 4, 2014, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in Prairie Towne Center, a power center located in Schaumburg, Illinois (the "Prairie Towne Center"). The seller had no preexisting relationship with the Company. The purchase price of Prairie Towne Center was $25.3 million, exclusive of closing costs, and was funded with proceeds from the Company's IPO. The Company accounted for the purchase of Prairie Towne Center as a business combination and incurred acquisition related costs of $0.4 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
Northwoods Marketplace | |||||||||||||
On August 15, 2014, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in Northwoods Marketplace, a power center located in North Charleston, South Carolina ("Northwoods Marketplace"). The seller had no preexisting relationship with the Company. The purchase price of Northwoods Marketplace was $34.8 million, exclusive of closing costs, and was funded with proceeds from the Company's IPO. The Company accounted for the purchase of Northwoods Marketplace as a business combination and incurred acquisition related costs of $0.7 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
Centennial Plaza | |||||||||||||
On August 27, 2014, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in Centennial Plaza, a power center located in West Chester Township, Ohio ("Centennial Plaza"). The seller had no preexisting relationship with the Company. The purchase price of Centennial Plaza was $27.6 million, exclusive of closing costs, and was funded with proceeds from the Company's IPO. The Company accounted for the purchase of Centennial Plaza as a business combination and incurred acquisition related costs of $0.5 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
Shops at Shelby Crossing | |||||||||||||
On September 5, 2014, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in Shops at Shelby Crossing, a power center located in Sebring, Florida ("Shops at Shelby Crossing"). The sellers had no preexisting relationship with the Company. The purchase price of Shops at Shelby Crossing was $29.9 million, exclusive of closing costs. The acquisition of Shops at Shelby Crossing was funded with proceeds from the Company's IPO and the assumption of existing mortgage debt secured by Shops at Shelby Crossing. The Company accounted for the purchase of Shops at Shelby Crossing as a business combination and incurred acquisition related costs of $0.5 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
The Centrum | |||||||||||||
On September 29, 2014, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in Centrum, a power center located in Pineville, North Carolina ("The Centrum"). The seller had no preexisting relationship with the Company. The purchase price of The Centrum was $34.9 million, exclusive of closing costs, and was funded with proceeds from the Company's IPO. The Company accounted for the purchase of The Centrum as a business combination and incurred acquisition related costs of $0.6 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
Southroads Shopping Center | |||||||||||||
On October 29, 2014, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in Southroads Shopping Center, a power center located in Tulsa, Oklahoma ("Southroads Shopping Center"). The seller had no preexisting relationship with the Company. The purchase price of Southroads Shopping Center was $57.3 million, exclusive of closing costs, and was funded with proceeds from the Company's IPO. The Company accounted for the purchase of Southroads Shopping Center as a business combination and incurred acquisition related costs of $1.0 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
Colonial Landing | |||||||||||||
On December 18, 2014, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the leasehold interest in Colonial Landing, a power center located in Orlando, Florida ("Colonial Landing"). The seller had no preexisting relationship with the Company. The purchase price of Colonial Landing was $37.2 million, exclusive of closing costs, and was funded with proceeds from the Company's IPO. The Company accounted for the purchase of Colonial Landing as a business combination and incurred acquisition related costs of $0.7 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
The Shops at West End | |||||||||||||
On December 23, 2014, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in The Shops at West End, a lifestyle center located in St. Louis Park, Minnesota ("The Shops at West End"). The seller had no preexisting relationship with the Company. The purchase price of The Shops at West End was $114.7 million, exclusive of closing costs, and was funded with proceeds from the Company's IPO. The Company accounted for the purchase of The Shops at West End as a business combination and incurred acquisition related costs of $1.9 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
Township Marketplace | |||||||||||||
On December 23, 2014, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in Township Marketplace, a power center located in Monaca, Oklahoma ("Township Marketplace"). The seller had no preexisting relationship with the Company. The purchase price of Township Marketplace was $41.1 million, exclusive of closing costs, and was funded with proceeds from the Company's IPO. The Company accounted for the purchase of Township Marketplace as a business combination and incurred acquisition related costs of $1.2 million, which are reflected in the acquisition and transaction related line item of the consolidated statements of operations and comprehensive loss. | |||||||||||||
The following table presents the allocation of the assets acquired and liabilities assumed during the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Year Ended December 31, | |||||||||||||
(Dollar amounts in thousands) | 2014 | 2013 | 2012 | ||||||||||
Real estate investments, at cost: | |||||||||||||
Land | $ | 134,146 | $ | 15,757 | $ | 12,435 | |||||||
Buildings, fixtures and improvements | 411,322 | 28,834 | 33,957 | ||||||||||
Total tangible assets | 545,468 | 44,591 | 46,392 | ||||||||||
Acquired intangibles: | |||||||||||||
In-place leases | 102,911 | 5,305 | 6,736 | ||||||||||
Above-market lease assets | 7,609 | 3,101 | 1,929 | ||||||||||
Below-market lease liabilities | (48,340 | ) | (111 | ) | (875 | ) | |||||||
Below-market ground lease asset | 1,578 | — | — | ||||||||||
Total intangible real estate investments, net | 63,758 | 8,295 | 7,790 | ||||||||||
Land held for sale | — | 564 | — | ||||||||||
Total assets acquired, net | 609,226 | 53,450 | 54,182 | ||||||||||
Mortgage notes payable assumed or used to acquire real estate investments | (24,232 | ) | (40,875 | ) | (40,725 | ) | |||||||
Premium on mortgage note payable assumed | (304 | ) | — | — | |||||||||
Other liabilities assumed | — | — | (555 | ) | |||||||||
Contingent purchase price obligation | (672 | ) | — | — | |||||||||
Cash paid for acquired real estate investments | $ | 584,018 | $ | 12,575 | $ | 12,902 | |||||||
Number of properties purchased | 17 | 1 | 2 | ||||||||||
The following table presents unaudited pro forma information as if the acquisitions during the year ended December 31, 2014 had been consummated on January 1, 2013. Additionally, the unaudited pro forma net loss was adjusted to reclassify acquisition and transaction related expense of $11.9 million from the year ended December 31, 2014 to the year ended December 31, 2013: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2014 (1) | 2013 | |||||||||||
Pro forma revenues | $ | 80,083 | $ | 76,160 | |||||||||
Pro forma net income | $ | 20,615 | $ | 9,369 | |||||||||
_____________________ | |||||||||||||
-1 | For the year ended December 31, 2014, aggregate revenues and net income derived from the Company's 2014 acquisitions (for the Company's period of ownership) were $17.0 million and $4.4 million, respectively. | ||||||||||||
The following table presents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items: | |||||||||||||
(In thousands) | Future Minimum | ||||||||||||
Base Rent Payments | |||||||||||||
2015 | $ | 58,321 | |||||||||||
2016 | 56,416 | ||||||||||||
2017 | 53,015 | ||||||||||||
2018 | 41,159 | ||||||||||||
2019 | 27,868 | ||||||||||||
Thereafter | 107,659 | ||||||||||||
$ | 344,438 | ||||||||||||
The following table lists the tenants (including, for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis for all portfolio properties as of December 31, 2014 and 2013: | |||||||||||||
December 31, | |||||||||||||
Tenant | 2014 | 2013 | |||||||||||
Toys "R" Us | * | 10.30% | |||||||||||
____________________________ | |||||||||||||
* | Tenant's annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income on a straight-line basis for all portfolio properties as of the date specified. | ||||||||||||
No other tenant represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of December 31, 2014 and 2013. | |||||||||||||
The following table lists the states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of December 31, 2014 and 2013: | |||||||||||||
December 31, | |||||||||||||
State | 2014 | 2013 | |||||||||||
Minnesota | 17.00% | * | |||||||||||
Texas | 14.10% | 53.20% | |||||||||||
Florida | 13.40% | * | |||||||||||
Oklahoma | 11.20% | * | |||||||||||
Missouri | * | 46.80% | |||||||||||
____________________________ | |||||||||||||
* | State's annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income on a straight-line basis for all portfolio properties as of the date specified. | ||||||||||||
The Company did not own properties in any other state that in total represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of December 31, 2014 and 2013. |
Credit_Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Credit Facility | Credit Facility |
On June 11, 2014, the Company, through the OP, entered into a credit agreement (the "Credit Agreement") relating to a credit facility (the "Credit Facility") that provided for aggregate revolving loan borrowings of up to $100.0 million (subject to borrowing base availability), with a $25.0 million swingline subfacility (but not to exceed 10.0% of the commitments then in effect) and a $5.0 million letter of credit subfacility. Through an uncommitted "accordion feature," the OP, subject to certain conditions, was able to increase commitments under the Credit Facility to up to $250.0 million. | |
On December 2, 2014, the Company, through the OP and certain subsidiaries of the Company acting as guarantors, entered into an unsecured amended and restated credit agreement (the “Amended Credit Agreement”) relating to a revolving credit facility (the “Amended Credit Facility”), which amends and restates the Credit Agreement. The Amended Credit Facility provides for aggregate revolving loan borrowings of up to $325.0 million (subject to unencumbered asset pool availability), with a $25.0 million swingline subfacility and a $20.0 million letter of credit subfacility, subject to certain conditions. Through an uncommitted “accordion feature,” the OP, subject to certain conditions, may increase commitments under the Amended Credit Facility to up to $575.0 million. Borrowings under the Amended Credit Facility, along with cash on hand from the Company’s IPO, are expected to be used to finance portfolio acquisitions and for general corporate purposes. As of December 31, 2014, the Company's unused borrowing capacity was $120.9 million, based on the assets assigned to the Credit Facility. On February 9, 2015, the Company assigned additional assets to the Credit Facility, increasing its unused borrowing capacity to $325.0 million. As of December 31, 2014, the Company had no outstanding borrowings under the Amended Credit Facility. | |
BMO Capital Markets acted as joint bookrunner and joint lead arranger for the Amended Credit Facility and its affiliate, BMO Harris Bank N.A., is the administrative agent, letter of credit issuer, swingline lender and a lender thereunder. Regions Capital Markets and SunTrust Robinson Humphrey acted as joint bookrunners and joint lead arrangers for the Amended Credit Facility and its affiliate, Regions Bank and SunTrust Bank are the syndication agents and are lenders thereunder. | |
Borrowings under the Amended Credit Facility bear interest, at the OP's election, at either (i) the base rate (which is defined in the Credit Agreement as the greatest of (a) the prime rate in effect on such day, (b) the federal funds effective rate in effect on such day plus 0.50%, and (c) LIBOR for a one month interest period plus 1.0%) plus an applicable spread ranging from 0.35% to 1.00%, depending on the Company's consolidated leverage ratio, or (ii) LIBOR for the applicable interest period plus an applicable spread ranging from 1.35% to 2.00%, depending on the Company's consolidated leverage ratio. | |
The Credit Facility required the Company to pay an unused fee per annum of 0.35% and 0.25%, if the unused balance of the Credit Facility exceeded, or was equal to or less than, 50.0% of the available facility, respectively. The Amended Credit Facility requires the Company to pay an unused fee per annum of 0.25% and 0.15%, if the unused balance of the Amended Credit Facility exceeds, or is equal to or less than, 50.0% of the available facility, respectively. The Company incurred $0.3 million in unused borrowing fees during the year ended December 31, 2014. No such fees were incurred during the years ended December 31, 2013 and 2012. | |
The Amended Credit Facility provides for quarterly interest payments for each base rate loan and periodic interest payments for each LIBOR loan, based upon the applicable interest period (though no longer than three months) with respect to such LIBOR loan, with all principal outstanding being due on the maturity date. The Amended Credit Facility will mature on December 2, 2018, provided that the OP, subject to certain conditions, may elect to extend the maturity date one year to December 2, 2019. The Amended Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty. In the event of a default, the lenders have the right to terminate their obligations under the Credit Facility and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Company, certain of its subsidiaries and certain subsidiaries of the OP will guarantee the obligations under the Amended Credit Facility. | |
The Credit Facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of December 31, 2014, the Company was in compliance with the financial covenants under the Credit Agreement. |
Mortgage_Notes_Payable
Mortgage Notes Payable | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||
Mortgage Note Payable | Mortgage Notes Payable | ||||||||||||||||||||
The Company's mortgage notes payable as of December 31, 2014 and 2013 consist of the following: | |||||||||||||||||||||
Outstanding Loan Amount as of | Effective Interest Rate as of | ||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||
Portfolio | Encumbered Properties | 2014 | 2013 | 2014 | 2013 | Interest Rate | Maturity Date | ||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||||||
Liberty Crossing - Refinanced Loan (1) | 1 | $ | 11,000 | $ | 11,000 | 4.66 | % | 4.66 | % | Fixed | Jul. 2018 | ||||||||||
San Pedro Crossing - Senior Loan (2) | 1 | 17,985 | 17,985 | 3.79 | % | 3.79 | % | Fixed | Jan. 2018 | ||||||||||||
Tiffany Springs MarketCenter | 1 | 33,802 | 34,098 | 3.92 | % | 4.44 | % | Fixed | (3) | Oct. 2018 | |||||||||||
Shops at Shelby Crossing | 1 | 24,144 | — | 4.97 | % | — | % | Fixed | Mar. 2024 | ||||||||||||
Total | 4 | $ | 86,931 | $ | 63,083 | 4.28 | % | (4) | 4.29 | % | (4) | ||||||||||
_________________________________ | |||||||||||||||||||||
-1 | The Company refinanced the Liberty Crossing property in June 2013. | ||||||||||||||||||||
-2 | Payments and obligations pursuant to this mortgage agreement are guaranteed by the Parent of the Sponsor. | ||||||||||||||||||||
-3 | Fixed as a result of entering into a swap agreement. | ||||||||||||||||||||
-4 | Calculated on a weighted-average basis for all mortgages outstanding as of December 31, 2014 and 2013. | ||||||||||||||||||||
In June 2013, the Company refinanced the Liberty Crossing property. The refinancing qualified as an extinguishment of debt based on the significant changes made to the terms of the loan. In June 2013, in connection with the Company's extinguishment of debt, the Company wrote off approximately $74,000 of related deferred financing costs and incurred approximately $56,000 of penalties, interest and fees related to the refinancing. | |||||||||||||||||||||
The following table summarizes the scheduled aggregate principal payments for the Company's mortgage notes payable for the five years subsequent to December 31, 2014: | |||||||||||||||||||||
(In thousands) | Future Principal Payments | ||||||||||||||||||||
2015 | $ | 363 | |||||||||||||||||||
2016 | 378 | ||||||||||||||||||||
2017 | 400 | ||||||||||||||||||||
2018 | 63,208 | ||||||||||||||||||||
2019 | 443 | ||||||||||||||||||||
Thereafter | 22,139 | ||||||||||||||||||||
$ | 86,931 | ||||||||||||||||||||
The Company's mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of December 31, 2014, the Company was in compliance with financial covenants under its mortgage notes payable agreements. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||||||||
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value: | |||||||||||||||||||
Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. | |||||||||||||||||||
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. | |||||||||||||||||||
Level 3 — Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. | |||||||||||||||||||
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. | |||||||||||||||||||
Although the Company has determined that the majority of the inputs used to value its derivative fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparty. However, as of December 31, 2014 and 2013, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative position and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivative. As a result, the Company has determined that its derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy. | |||||||||||||||||||
The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. 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 counterparties. | |||||||||||||||||||
The following table presents information about the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013, aggregated by the level in the fair value hierarchy within which those instruments fall: | |||||||||||||||||||
(In thousands) | Quoted Prices | Significant Other | Significant | Total | |||||||||||||||
in Active | Observable | Unobservable | |||||||||||||||||
Markets | Inputs | Inputs | |||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||
December 31, 2014 | |||||||||||||||||||
Interest rate swap | $ | — | $ | (332 | ) | $ | — | $ | (332 | ) | |||||||||
December 31, 2013 | |||||||||||||||||||
Interest rate swap | $ | — | $ | (98 | ) | $ | — | $ | (98 | ) | |||||||||
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets and liabilities. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the years ended December 31, 2014 or 2013. | |||||||||||||||||||
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and distributions payable approximates their carrying value on the accompanying consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the accompanying consolidated balance sheets are reported in the following table: | |||||||||||||||||||
Carrying Amount at | Fair Value at | Carrying Amount at | Fair Value at | ||||||||||||||||
(In thousands) | Level | December 31, 2014 | December 31, 2014 | December 31, 2013 | December 31, 2013 | ||||||||||||||
Mortgage notes payable and premium, net | 3 | $ | 87,223 | $ | 89,347 | $ | 63,083 | $ | 62,824 | ||||||||||
The fair value of mortgage notes payable is estimated by using a discounted cash flow analysis. |
Derivatives_and_Hedging_Activi
Derivatives and Hedging Activities | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||
Derivatives and Hedging Activities | Derivatives and Hedging Activities | ||||||||||||||||||||||||
Risk Management Objective of Using Derivatives | |||||||||||||||||||||||||
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. | |||||||||||||||||||||||||
Cash Flow Hedges of Interest Rate Risk | |||||||||||||||||||||||||
The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract. | |||||||||||||||||||||||||
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2014 and 2013, such derivatives have been used to hedge the variable cash flows associated with variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. | |||||||||||||||||||||||||
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next 12 months, the Company estimates that an additional $0.4 million will be reclassified from other comprehensive loss as an increase to interest expense. | |||||||||||||||||||||||||
As of December 31, 2014 and 2013, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: | |||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Interest Rate Derivative | Number of | Notional Amount | Number of | Notional Amount | |||||||||||||||||||||
Instruments | Instruments | ||||||||||||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||||||||||
Interest Rate Swap | 1 | $ | 34,098 | 1 | $ | 34,098 | |||||||||||||||||||
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the accompanying consolidated balance sheets as of December 31, 2014 and 2013: | |||||||||||||||||||||||||
(In thousands) | Balance Sheet Location | December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||
Interest Rate Swap | Derivatives, at fair value | $ | (332 | ) | $ | (98 | ) | ||||||||||||||||||
The table below details the location in the accompanying consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2014 and 2013. The Company did not have derivative instruments during the year ended December 31, 2012: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | |||||||||||||||||||||||
Amount of gain (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) | $ | (734 | ) | $ | (225 | ) | |||||||||||||||||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income as interest expense (effective portion) | $ | (505 | ) | $ | (127 | ) | |||||||||||||||||||
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) * | $ | (5 | ) | $ | — | ||||||||||||||||||||
_________________________________ | |||||||||||||||||||||||||
* The Company reclassified approximately $5,000 of other comprehensive loss to interest expense during the year ended December 31, 2014, which represented the ineffective portion of the change in fair value of the derivative. | |||||||||||||||||||||||||
Offsetting Derivatives | |||||||||||||||||||||||||
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of December 31, 2014 and 2013. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets: | |||||||||||||||||||||||||
Gross Amounts Not Offset on the Balance Sheet | |||||||||||||||||||||||||
(In thousands) | Gross Amounts of Recognized Liabilities | Gross Amounts Offset on the Balance Sheet | Net Amounts of Liabilities presented on the Balance Sheet | Financial Instruments | Cash Collateral Received (Posted) | Net Amount | |||||||||||||||||||
December 31, 2014 | $ | (332 | ) | $ | — | $ | (332 | ) | $ | — | $ | — | $ | (332 | ) | ||||||||||
December 31, 2013 | $ | (98 | ) | $ | — | $ | (98 | ) | $ | — | $ | — | $ | (98 | ) | ||||||||||
Derivatives Not Designated as Hedges | |||||||||||||||||||||||||
Derivatives not designated as hedges are not speculative. These derivatives may be used to manage the Company's exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements to be classified as hedging instruments. The Company does not have any hedging instruments that do not qualify for hedge accounting. | |||||||||||||||||||||||||
Credit-risk-related Contingent Features | |||||||||||||||||||||||||
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. | |||||||||||||||||||||||||
As of December 31, 2014, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $0.4 million. As of December 31, 2014, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $0.4 million at December 31, 2014. |
Common_Stock
Common Stock | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Equity [Abstract] | |||||||||||
Common Stock | Common Stock | ||||||||||
As of December 31, 2014 and 2013, the Company had 94.4 million and 7.3 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total proceeds from the IPO and the DRIP of $938.7 million and $71.3 million, respectively. | |||||||||||
On September 19, 2011, the Company's board of directors authorized, and the Company declared, distributions payable to stockholders of record each day during the applicable period at a rate equal to $0.0017534247 per day or $0.64 annually per share of common stock. Distributions began to accrue on June 8, 2012, the date of the Company's initial property acquisition. Distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. | |||||||||||
Share Repurchase Program | |||||||||||
The Company's board of directors has adopted a Share Repurchase Program ("SRP") that enables stockholders to sell their shares to the Company in limited circumstances. The SRP permits investors to sell their shares back to the Company after they have held them for at least one year, subject to the significant conditions and limitations described below. | |||||||||||
Prior to the time that the Company's shares are listed on a national securities exchange and until the Company establishes an estimated value for the shares, the purchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date — the lower of $9.25 or 92.5% of the amount they actually paid for each share; after two years from the purchase date —the lower of $9.50 or 95.0% of the amount they actually paid for each share; after three years from the purchase date — the lower of $9.75 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $10.00 or 100.0% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations). The Company expects to begin establishing an estimated value for its shares based on the value of its real estate and real estate-related investments beginning 18 months after the close of its offering. Beginning 18 months after the completion of the Company's offering (excluding common shares issued under the DRIP), the board of directors will determine the value of the properties and the other assets based on such information as the board determines appropriate, which is expected to include independent valuations of properties or of the Company as a whole, prepared by third-party service providers. | |||||||||||
The Company is only authorized to repurchase shares pursuant to the SRP up to the value of the shares issued under the DRIP and will limit the amount spent to repurchase shares in a given quarter to the value of the shares issued under the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption, at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5.0% of the weighted-average number of shares outstanding during the prior calendar year. | |||||||||||
The Company's board of directors reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase, change the purchase price for repurchases or otherwise amend the terms of, suspend or terminate the SRP. | |||||||||||
When a stockholder requests repurchases and the repurchases are approved by the Company's board of directors, it will reclassify such obligation from equity to a liability based on the settlement value of the obligation. The following table summarizes the repurchases of shares under the SRP cumulatively through December 31, 2014: | |||||||||||
Number of Requests | Number of Shares Repurchased | Weighted-Average Price per Share | |||||||||
Cumulative repurchase requests as of December 31, 2013 | 1 | 8,674 | $ | 9.98 | |||||||
Year ended December 31, 2014 | 18 | 64,818 | 9.8 | ||||||||
Cumulative repurchase requests as of December 31, 2014 (1) | 19 | 73,492 | $ | 9.82 | |||||||
_____________________ | |||||||||||
-1 | Includes 11 unfulfilled repurchase requests consisting of 33,024 shares with a weighted-average repurchase price per share of $9.89, which were approved for repurchase as of December 31, 2014 and were completed during the first quarter of 2015. This liability is included in accounts payable and accrued expenses on the Company's consolidated balance sheet as of December 31, 2014. | ||||||||||
Distribution Reinvestment Plan | |||||||||||
Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the IPO. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded to equity in the accompanying consolidated balance sheet in the period distributions are declared. During the years ended December 31, 2014, 2013 and 2012, the Company issued 1.6 million, 0.1 million and approximately 2,000 shares of common stock with a value of $14.8 million, $0.7 million and approximately $19,000, respectively, and a par value per share of $0.01, pursuant to the DRIP. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | Commitments and Contingencies | ||||
Future Minimum Ground Lease Payments | |||||
The Company entered into lease agreements related to certain acquisitions under leasehold interest arrangements. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter: | |||||
(In thousands) | Future Minimum Base Rent Payments | ||||
2015 | $ | 464 | |||
2016 | 473 | ||||
2017 | 483 | ||||
2018 | 493 | ||||
2019 | 502 | ||||
Thereafter | 9,316 | ||||
$ | 11,731 | ||||
Litigation and Regulatory Matters | |||||
In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company. | |||||
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. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on its financial position or results of operations. |
Related_Party_Transactions_and
Related Party Transactions and Arrangements | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements | ||||||||||||||||||||||||||||||||
The Sponsor and American Realty Capital Retail Special Limited Partnership, LLC, an entity controlled by the Sponsor, owned 242,222 shares of the Company's outstanding common stock as of December 31, 2014 and 2013. As of December 31, 2014 and 2013, the Advisor owned 202 OP Units. | |||||||||||||||||||||||||||||||||
Fees Paid in Connection with the IPO | |||||||||||||||||||||||||||||||||
During the IPO, the Dealer Manager was paid fees and compensation in connection with the sale of the Company's common stock. The Dealer Manager was paid a selling commission of up to 7.0% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager received up to 3.0% of the gross proceeds from the sale of common stock, before reallowance to participating broker-dealers, as a dealer manager fee. The Dealer Manager was entitled to reallow its dealer manager fee to participating broker-dealers, based on such factors as the volume of shares sold by respective participating broker-dealers and marketing support incurred as compared to those of other participating broker-dealers. The following table details total selling commissions and dealer manager fees incurred by the Company during the years ended December 31, 2014, 2013 and 2012 and payable to the Dealer Manager as of December 31, 2014 and 2013: | |||||||||||||||||||||||||||||||||
Year Ended December 31, | Payable as of December 31, | ||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | 2014 | 2013 | ||||||||||||||||||||||||||||
Total commissions and fees to the Dealer Manager | $ | 81,728 | $ | 5,711 | $ | 561 | $ | — | $ | 46 | |||||||||||||||||||||||
The Advisor and its affiliates were paid compensation and received expense reimbursements for services relating to the IPO. The Company utilizes transfer agent services provided by an affiliate of the Dealer Manager. All offering costs relating to the IPO incurred by the Company or its affiliated entities on behalf of the Company are charged to additional paid-in capital on the accompanying consolidated balance sheets. The following table details offering costs and reimbursements incurred during the years ended December 31, 2014, 2013 and 2012 and payable to the Advisor and Dealer Manager as of December 31, 2014 and 2013: | |||||||||||||||||||||||||||||||||
Year Ended December 31, | Payable as of December 31, | ||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | 2014 | 2013 | ||||||||||||||||||||||||||||
Fees and expense reimbursements to the Advisor and Dealer Manager | $ | 2,854 | $ | 1,361 | $ | 1,596 | $ | 1,152 | $ | 4,609 | |||||||||||||||||||||||
The Company was responsible for paying offering and related costs from the IPO, excluding commissions and dealer manager fees, up to a maximum of 1.5% of gross proceeds received from the IPO, measured at the end of the IPO. Offering costs in excess of the 1.5% cap as of the end of the IPO are the Advisor's responsibility. As of the close of the IPO, cumulative offering and related costs, excluding commissions and dealer manager fees, did not exceed the 1.5% threshold. | |||||||||||||||||||||||||||||||||
Fees Paid in Connection With the Operations of the Company | |||||||||||||||||||||||||||||||||
The Advisor is paid an acquisition fee equal to 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for any loan or other investment. The Advisor is also paid for services provided for which it incurs investment-related expenses, or insourced expenses. Such insourced expenses will be fixed initially at, and may not exceed, 0.5% of the contract purchase price and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company pays third party acquisition expenses. Once the proceeds from the IPO have been fully invested, the aggregate amount of acquisition fees and financing coordination fees (as described below) will not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment, as applicable, for all the assets acquired. In no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fees) payable with respect to the Company's portfolio of investments or reinvestments exceed 4.5% of the contract purchase price to be measured at the close of the acquisition phase or 4.5% of the amount advanced for all loans or other investments. | |||||||||||||||||||||||||||||||||
If the Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company will pay the Advisor a financing coordination fee equal to 1.0% of the amount available or outstanding under such financing, subject to certain limitations. | |||||||||||||||||||||||||||||||||
Prior to October 1, 2013, the Company paid the Advisor an annual fee of up to 0.75% of average invested assets to provide asset management services. Average invested assets is defined as the average of the aggregate book value of assets invested, directly or indirectly, in properties, mortgage loans and other debt financing investments and other real estate-related investments secured by real estate before reserves for depreciation or bad debts or other similar non-cash expenses. However, the asset management fee was reduced by any amounts payable to the Advisor as an oversight fee, such that the aggregate of the asset management fee and the oversight fee did not exceed 0.75% per annum of average invested assets. Such asset management fee was payable, at the discretion of the Company's board, in cash, common stock or restricted stock grants, or any combination thereof. The asset management fee was reduced to the extent that the Company's funds from operations, as adjusted, during the six months ending on the last calendar quarter immediately preceding the date the asset management fee was payable was less than the distributions declared with respect to such six month period. | |||||||||||||||||||||||||||||||||
Effective October 1, 2013, the payment of asset management fees in cash, shares or restricted stock grants, or any combination thereof to the Advisor and the reduction of the asset management fee to the extent, if any, that the Company's funds from operations, as adjusted, during the six months ending on the last calendar quarter immediately preceding the date the asset management fee was payable was less than the distributions declared with respect to such six month period were eliminated. Instead, the Company causes the OP to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted partnership units of the OP designated as "Class B Units," which are intended to be profit interests and which will vest, and no longer be subject to forfeiture, at such time as: (x) the value of the OP's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 7.0% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following occurs: (1) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; (2) a listing; or (3) another liquidity event; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). Such Class B Units will be forfeited immediately if: (a) the advisory agreement is terminated other than by an affirmative vote of a majority of the Company's independent directors without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company's independent directors without cause before the economic hurdle has been met. | |||||||||||||||||||||||||||||||||
The Class B Units are intended to be profits interests and are issued in an amount equal to the cost of the Company's assets multiplied by 0.1875%, divided by the value of one share of common stock as of the last day of such calendar quarter, which is equal initially to $9.00 (the initial offering price in the IPO minus selling commissions and dealer manager fees). When and if approved by the board of directors, the Class B Units are issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. As of December 31, 2014, the Company cannot determine the probability of achieving the performance condition. The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. The Advisor receives distributions on the vested and unvested Class B Units it receives in connection with its asset management subordinated participation at the same rate as distributions received on the Company's common stock. Such distributions on issued Class B Units are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss until the performance condition is considered probable to occur. As of December 31, 2014, the Company's board of directors has approved the issuance of and the OP has issued 169,992 Class B Units to the Advisor in connection with this arrangement on a cumulative basis. | |||||||||||||||||||||||||||||||||
In connection with property management and leasing services, unless the Company contracts with a third party, the Company will pay to an affiliate of the Advisor a property management fee of 2.0% of gross revenues from the Company's stand-alone single-tenant net leased properties which are not part of a shopping center and 4.0% of gross revenues from all other types of properties. The Company will also reimburse the affiliate for property level expenses. If the Company contracts directly with third parties for such services, the Company will pay them customary market fees and, prior to January 28, 2014, would pay the Advisor an oversight fee of up to 1.0% of the gross revenues of the property managed. In no event would the Company pay the Advisor or any affiliate both a property management fee and an oversight fee with respect to any particular property. Effective January 28, 2014, the Advisor eliminated the oversight fee. | |||||||||||||||||||||||||||||||||
In connection with any construction, renovation or tenant finish-out on any property, the Company will pay the Advisor 6.0% of the hard costs of the construction, renovation and/or tenant finish-out, as applicable. | |||||||||||||||||||||||||||||||||
Effective March 1, 2013, the Company entered into an agreement with the Dealer Manager to provide strategic advisory services and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. Strategic advisory fees were amortized over the estimated remaining term of the IPO and, as such, have been fully amortized as of December 31, 2014. These fees are included in general and administrative expenses in the accompanying consolidated statement of operations and comprehensive loss. The Dealer Manager and its affiliates also provide transfer agency services, as well as transaction management and other professional services. These fees are also included in general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss during the period the service was provided. | |||||||||||||||||||||||||||||||||
The following table details amounts incurred and forgiven during the years ended December 31, 2014, 2013 and 2012 and amounts contractually due as of December 31, 2014 and 2013 in connection with the operations related services described above: | |||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | Payable as of December 31, | ||||||||||||||||||||||||||||||
(In thousands) | Incurred | Forgiven | Incurred | Forgiven | Incurred | Forgiven | 2014 | 2013 | |||||||||||||||||||||||||
One-time fees and reimbursements: | |||||||||||||||||||||||||||||||||
Acquisition fees and related cost reimbursements | $ | 9,214 | $ | — | $ | 802 | $ | — | $ | 820 | $ | — | $ | — | $ | — | |||||||||||||||||
Financing coordination fees (1) | 3,492 | — | 409 | — | 407 | — | — | — | |||||||||||||||||||||||||
Ongoing fees: | |||||||||||||||||||||||||||||||||
Asset management fees (2) | — | — | — | 18 | — | 93 | — | — | |||||||||||||||||||||||||
Property management and leasing fees | — | — | — | 72 | — | 13 | — | — | |||||||||||||||||||||||||
Transfer agent and other professional fees | 663 | — | — | — | — | — | 617 | — | |||||||||||||||||||||||||
Strategic advisory fees | 425 | — | 495 | — | — | — | — | — | |||||||||||||||||||||||||
Distributions on Class B Units | 41 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Total related party operation fees and reimbursements | $ | 13,835 | $ | — | $ | 1,706 | $ | 90 | $ | 1,227 | $ | 106 | $ | 617 | $ | — | |||||||||||||||||
_________________________________ | |||||||||||||||||||||||||||||||||
-1 | These fees have been capitalized to deferred costs, net on the consolidated balance sheets. | ||||||||||||||||||||||||||||||||
-2 | Effective October 1, 2013, the Company causes the OP to issue (subject to approval by the board of directors) to the Advisor restricted performance-based Class B Units for asset management services, which will be forfeited immediately if certain conditions occur. | ||||||||||||||||||||||||||||||||
The Company reimburses the Advisor's costs of providing administrative services, subject to the limitation that it will not reimburse the Advisor for any amount by which the Company's operating expenses (including the asset management fee, as applicable) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets, or (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash expenses and excluding any gain from the sale of assets for that period. Additionally, the Company reimburses the Advisor for personnel costs in connection with other services during the operational stage; however, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees, acquisition expenses or real estate commissions. The Company will not reimburse the Advisor for salaries and benefits paid to the Company's executive officers. No reimbursements were incurred from the Advisor for providing services during the years ended December 31, 2014, 2013 or 2012. | |||||||||||||||||||||||||||||||||
In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to waive certain fees. Because the Advisor may waive certain fees, cash flows from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs and/or property operating costs. The Advisor absorbed $0.3 million, $0.7 million and $0.1 million of general and administrative costs during the years ended December 31, 2014, 2013 and 2012, respectively. No property operating costs were absorbed by the Advisor during the year ended December 31, 2014. The Advisor absorbed approximately $41,000 and approximately $44,000 of property operating costs during the years ended December 31, 2013 and 2012, respectively. General and administrative expenses and property operating expenses are presented net of costs absorbed by the Advisor on the accompanying consolidated statements of operations and comprehensive loss. | |||||||||||||||||||||||||||||||||
Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets | |||||||||||||||||||||||||||||||||
The Company will pay a brokerage commission to the Advisor or its affiliates on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and one-half of the total brokerage commission paid, if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in light of the size, type and location of the property, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. During the year ended December 31, 2014, the Company incurred approximately $6,000 of brokerage commissions in connection with an outparcel land sale completed during April 2014. No such fees were incurred during the years ended December 31, 2013 or 2012. | |||||||||||||||||||||||||||||||||
If the Company is not simultaneously listed on an exchange, the Company will pay the Advisor a subordinated participation in the net sales proceeds of the sale of real estate assets of 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 7.0% cumulative, pre-tax non-compounded annual return on the capital contributed by investors. The Company cannot assure that it will provide this 7.0% annual return but the Advisor will not be entitled to the subordinated participation in net sale proceeds unless the Company's investors have received a 7.0% cumulative non-compounded annual return on their capital contributions plus the 100.0% repayment of capital committed by such investors. No such amounts were incurred during the years ended December 31, 2014, 2013 or 2012. | |||||||||||||||||||||||||||||||||
The Company will pay the Advisor a subordinated incentive listing distribution of 15.0%, payable in the form of a non-interest bearing promissory note, of the amount by which the adjusted market value plus distributions paid prior to listing exceeds the aggregate capital contributed by investors plus an amount equal to a 7.0% cumulative, pre-tax non-compounded annual return to investors. The Company cannot assure that it will provide this 7.0% annual return but the Advisor will not be entitled to the subordinated incentive listing distribution unless investors have received a 7.0% cumulative, pre-tax non-compounded annual return on their capital contributions plus the 100.0% repayment of capital committed by such investors. No such amounts were incurred during the years ended December 31, 2014, 2013 or 2012. Neither the Advisor nor any of its affiliates can earn both the subordinated participation in the net sales proceeds and the subordinated listing distribution. | |||||||||||||||||||||||||||||||||
Upon termination or non-renewal of the advisory agreement, the Advisor will receive distributions from the OP equal to 15.0% of the amount by which the sum of the Company's market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 7.0% cumulative, pre-tax non-compounded return to investors, payable in the form of a non-interest bearing promissory note. The Advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. |
Economic_Dependency
Economic Dependency | 12 Months Ended |
Dec. 31, 2014 | |
Economic Dependency [Abstract] | |
Economic Dependency | Economic Dependency |
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor 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 issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services, transaction management services and investor relations. | |
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||
Stock Option Plan | |||||||||||||
The Company has a stock option plan (the "Plan") which authorizes the grant of nonqualified stock options to the Company's independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan will be fixed at $10.00 per share until the termination of the IPO, and thereafter the exercise price for stock options granted to the independent directors will be equal to the fair market value of a share on the last business day preceding the annual meeting of stockholders. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of December 31, 2014 and 2013, no stock options were issued under the Plan. | |||||||||||||
Restricted Share Plan | |||||||||||||
The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 3,000 restricted shares of common stock to each of the independent directors, without any further approval by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholders' meeting. Restricted stock issued to independent directors will vest over a five-year period following the date of grant in increments of 20.0% per annum. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of shares of common stock granted under the RSP may not exceed 5.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 7.5 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). | |||||||||||||
Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock will be subject to the same restrictions as the underlying restricted shares. The following table reflects restricted share award activity for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Number of Shares of Restricted Stock | Weighted-Average Issue Price Per Share | ||||||||||||
Unvested, December 31, 2011 | 9,000 | $ | 10 | ||||||||||
Granted | 15,000 | 9.2 | |||||||||||
Vested | (1,200 | ) | 10 | ||||||||||
Forfeitures | (9,000 | ) | 9.67 | ||||||||||
Unvested, December 31, 2012 | 13,800 | 9.35 | |||||||||||
Granted | 9,000 | 9 | |||||||||||
Vested | (3,000 | ) | 9.43 | ||||||||||
Forfeitures | — | — | |||||||||||
Unvested, December 31, 2013 | 19,800 | 9.18 | |||||||||||
Granted | 9,000 | 9 | |||||||||||
Vested | (4,800 | ) | 9.25 | ||||||||||
Forfeitures | (8,400 | ) | 9.14 | ||||||||||
Unvested, December 31, 2014 | 15,600 | $ | 9.08 | ||||||||||
As of December 31, 2014, the Company had $0.1 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company's RSP. That cost is expected to be recognized over a weighted-average period of 3.5 years. | |||||||||||||
The fair value of the restricted shares is being expensed on a straight-line basis over the service period of five years. Compensation expense related to restricted stock was approximately $39,000, $27,000 and $15,000 during the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
Other Share-Based Compensation | |||||||||||||
The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors, at each director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. The following table reflects the shares of common stock issued to directors in lieu of cash compensation: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Shares issued in lieu of cash | 6,055 | — | — | ||||||||||
Value of shares issued in lieu of cash (in thousands) | $ | 55 | $ | — | $ | — | |||||||
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Net Loss Per Share | Net Loss Per Share | ||||||||||||
The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net loss (in thousands) | $ | (12,632 | ) | $ | (4,704 | ) | $ | (2,202 | ) | ||||
Basic and diluted weighted-average shares outstanding | 49,231,737 | 3,216,903 | 358,267 | ||||||||||
Basic and diluted net loss per share | $ | (0.26 | ) | $ | (1.46 | ) | $ | (6.15 | ) | ||||
The following common stock equivalents as of December 31, 2014, 2013 and 2012 were excluded from diluted net loss per share computations as their effect would have been antidilutive for the periods presented: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Unvested restricted stock | 15,600 | 19,800 | 13,800 | ||||||||||
OP Units | 202 | 202 | 202 | ||||||||||
Class B Units | 169,992 | — | — | ||||||||||
Total common stock equivalents | 185,794 | 20,002 | 14,002 | ||||||||||
Quarterly_Results_Unaudited
Quarterly Results (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) | ||||||||||||||||
Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2014 and 2013: | |||||||||||||||||
Quarters Ended | |||||||||||||||||
(In thousands, except share and per share data) | March 31, | June 30, | September 30, | December 31, | |||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Total revenues | $ | 2,799 | $ | 4,278 | $ | 6,755 | $ | 14,277 | |||||||||
Net loss | $ | (599 | ) | $ | (2,913 | ) | $ | (4,773 | ) | $ | (4,347 | ) | |||||
Basic and diluted weighted-average shares outstanding | 12,997,881 | 29,000,403 | 61,255,619 | 92,685,013 | |||||||||||||
Basic and diluted net loss per share | $ | (0.05 | ) | $ | (0.10 | ) | $ | (0.08 | ) | $ | (0.05 | ) | |||||
Quarters Ended | |||||||||||||||||
(In thousands, except share and per share data) | March 31, | June 30, | September 30, | December 31, | |||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Total revenues | $ | 1,397 | $ | 1,386 | $ | 1,694 | $ | 2,684 | |||||||||
Net loss | $ | (1,052 | ) | $ | (1,051 | ) | $ | (1,510 | ) | $ | (1,091 | ) | |||||
Basic and diluted weighted-average shares outstanding | 969,506 | 2,063,622 | 3,785,878 | 5,987,213 | |||||||||||||
Basic and diluted net loss per share | $ | (1.09 | ) | $ | (0.51 | ) | $ | (0.40 | ) | $ | (0.18 | ) |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Subsequent Events [Abstract] | |||||||||||
Subsequent Events | Subsequent Events | ||||||||||
The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements except for the following disclosures: | |||||||||||
Acquisitions | |||||||||||
The following table presents certain information about the properties the Company acquired from January 1, 2015 to April 15, 2015: | |||||||||||
(Dollar amounts in thousands) | Number of Properties | Base Purchase Price (1) | Rentable Square Feet | ||||||||
Total portfolio — December 31, 2014 | 20 | $ | 716,264 | 4,274,041 | |||||||
Acquisitions | 2 | 41,450 | 320,185 | ||||||||
Total portfolio — April 15, 2015 | 22 | $ | 757,714 | 4,594,226 | |||||||
_______________________________ | |||||||||||
(1) Contract purchase price, net of purchase price adjustments, excluding acquisition related costs. |
Schedule_III_Real_Estate_and_A
Schedule III Real Estate and Accumulated Depreciation | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Schedule III Real Estate and Accumulated Depreciation | |||||||||||||||||||||||||||||||||
Initial Costs | Costs Capitalized Subsequent to Acquisition | ||||||||||||||||||||||||||||||||
Property | State | Acquisition | Encumbrances at | Land | Building and | Land | Building and | Gross Amount | Accumulated | ||||||||||||||||||||||||
Date | December 31, | Improvements | Improvements | Carried at | Depreciation (5) (6) | ||||||||||||||||||||||||||||
2014 | December 31, | ||||||||||||||||||||||||||||||||
2014 (2) (3) (4) | |||||||||||||||||||||||||||||||||
Liberty Crossing | TX | 6/8/12 | $ | 11,000 | $ | 2,887 | $ | 17,084 | $ | — | $ | 182 | $ | 19,817 | $ | (2,066 | ) | ||||||||||||||||
San Pedro Crossing | TX | 12/21/12 | 17,985 | 9,548 | 16,873 | — | 656 | 26,398 | (2,260 | ) | |||||||||||||||||||||||
Tiffany Springs MarketCenter | MO | 9/26/13 | 33,802 | 15,757 | 28,834 | — | 8 | 44,401 | (2,320 | ) | |||||||||||||||||||||||
The Streets of West Chester | OH | 4/3/14 | — | (1) | 11,812 | 25,946 | — | — | 37,758 | (584 | ) | ||||||||||||||||||||||
Prairie Towne Center | IL | 6/4/14 | — | (1) | 11,033 | 11,185 | — | — | 22,218 | (211 | ) | ||||||||||||||||||||||
Southway Shopping Center | TX | 6/6/14 | — | (1) | 10,330 | 17,908 | — | — | 28,238 | (292 | ) | ||||||||||||||||||||||
Stirling Slidell Centre | LA | 8/8/14 | — | (1) | 3,517 | 10,067 | — | — | 13,584 | (132 | ) | ||||||||||||||||||||||
Northwoods Marketplace | SC | 8/15/14 | — | (1) | 12,886 | 19,853 | — | — | 32,739 | (244 | ) | ||||||||||||||||||||||
Centennial Plaza | OK | 8/27/14 | — | (1) | 3,538 | 21,405 | — | — | 24,943 | (202 | ) | ||||||||||||||||||||||
Northlake Commons | NC | 9/4/14 | — | (1) | 16,930 | 12,729 | — | — | 29,659 | (140 | ) | ||||||||||||||||||||||
Shops at Shelby Crossing | FL | 9/5/14 | 24,144 | 4,575 | 21,396 | — | 408 | 26,379 | (262 | ) | |||||||||||||||||||||||
Shoppes of West Melbourne | FL | 9/18/14 | — | 3,546 | 12,528 | — | — | 16,074 | (90 | ) | |||||||||||||||||||||||
The Centrum | NC | 9/29/14 | — | 11,530 | 21,182 | — | 261 | 32,973 | (165 | ) | |||||||||||||||||||||||
Shoppes at Wyomissing | PA | 10/16/14 | — | 3,406 | 21,207 | — | 174 | 24,787 | (105 | ) | |||||||||||||||||||||||
Southroads Shopping Center | OK | 10/29/14 | — | 6,770 | 46,543 | — | 359 | 53,672 | (203 | ) | |||||||||||||||||||||||
Parkside Shopping Center | KY | 11/12/14 | — | 11,537 | 17,903 | — | 355 | 29,795 | (115 | ) | |||||||||||||||||||||||
West Lake Crossing | TX | 11/20/14 | — | 2,082 | 9,981 | — | — | 12,063 | (26 | ) | |||||||||||||||||||||||
Colonial Landing | FL | 12/18/14 | — | — | 32,821 | — | — | 32,821 | — | ||||||||||||||||||||||||
The Shops at West End | MN | 12/23/14 | — | 12,799 | 76,727 | — | — | 89,526 | — | ||||||||||||||||||||||||
Township Marketplace | PA | 12/23/14 | — | 7,855 | 31,941 | — | — | 39,796 | — | ||||||||||||||||||||||||
$ | 86,931 | $ | 162,338 | $ | 474,113 | $ | — | $ | 2,403 | $ | 637,641 | $ | (9,417 | ) | |||||||||||||||||||
________________ | |||||||||||||||||||||||||||||||||
-1 | These unencumbered properties collateralize a credit facility of up to $325.0 million, which had no outstanding borrowings as of December 31, 2014. | ||||||||||||||||||||||||||||||||
-2 | Acquired intangible lease assets allocated to individual properties in the amount of $127.1 million are not reflected in the table above. | ||||||||||||||||||||||||||||||||
-3 | The tax basis of aggregate land, buildings and improvements as of December 31, 2014 is $724.7 million. | ||||||||||||||||||||||||||||||||
-4 | Gross amount carried is net of tenant improvement dispositions of $1.2 million due to tenant lease expirations. | ||||||||||||||||||||||||||||||||
-5 | The accumulated depreciation column excludes $9.7 million of accumulated amortization associated with acquired intangible lease assets. | ||||||||||||||||||||||||||||||||
-6 | Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements. | ||||||||||||||||||||||||||||||||
A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Real estate investments, at cost: | |||||||||||||||||||||||||||||||||
Balance at beginning of year | $ | 90,894 | $ | 46,392 | $ | — | |||||||||||||||||||||||||||
Additions - acquisitions and improvements | 547,706 | 44,756 | 46,392 | ||||||||||||||||||||||||||||||
Disposals | (959 | ) | (254 | ) | — | ||||||||||||||||||||||||||||
Balance at end of the year | $ | 637,641 | $ | 90,894 | $ | 46,392 | |||||||||||||||||||||||||||
Accumulated depreciation and amortization: | |||||||||||||||||||||||||||||||||
Balance at beginning of year | $ | 3,519 | $ | 657 | $ | — | |||||||||||||||||||||||||||
Depreciation expense | 6,857 | 3,116 | 657 | ||||||||||||||||||||||||||||||
Disposals | (959 | ) | (254 | ) | — | ||||||||||||||||||||||||||||
Balance at end of the year | $ | 9,417 | $ | 3,519 | $ | 657 | |||||||||||||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting |
The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation |
The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. | |
Use of Estimates | 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, real estate taxes and fair value measurements, as applicable. | |
Real Estate Investments | Real Estate Investments |
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. | |
The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. | |
In business combinations, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets may include the value of in-place leases and above- and below- market leases. In addition, any assumed mortgages receivable or payable and any assumed or issued noncontrolling interests are recorded at their estimated fair values. | |
The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. The fair value of above- or below-market leases is recorded based on the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and the Company's estimate of fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease, including any below-market fixed rate renewal options for below-market leases. | |
In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. | |
In allocating non-controlling interests, amounts are recorded based on the fair value of units issued at the date of acquisition, as determined by the terms of the applicable agreement. | |
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including real estate valuations, prepared by independent valuation firms. The Company also considers information and other factors including: market conditions, the industry that the tenant operates in, characteristics of the real estate, i.e.: location, size, demographics, value and comparative rental rates, tenant credit profile, store profitability and the importance of the location of the real estate to the operations of the tenant’s business. | |
Depreciation and Amortization | Depreciation and Amortization |
The Company is required to make subjective assessments as to the useful lives of the components of Company’s real estate investments for purposes of determining the amount of depreciation to record on an annual basis. These assessments have a direct impact on the Company’s net income because if the Company were to shorten the expected useful lives of the Company’s real estate investments, the Company would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis. | |
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. | |
Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods. | |
Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods. | |
The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases. | |
Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages. | |
Impairment of Long Lived Assets | Impairment of Long-Lived Assets |
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. As of December 31, 2014 and 2013, approximately $47,000 and $0.1 million, respectively, were held in an overnight repurchase agreement with the Company's financial institution, in which excess funds over an established threshold were being swept daily. | |
The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company ("FDIC") up to an insurance limit. | |
Restricted Cash | Restricted Cash |
Restricted cash primarily consists of reserves related to lease expirations as well as maintenance, structural, and debt service reserves. | |
Deferred Costs, Net | Deferred Costs, Net |
Deferred costs, net, consists of deferred financing costs net of accumulated amortization and deferred leasing costs net of accumulated amortization. | |
Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. | |
Deferred leasing costs, consisting primarily of lease commissions and payments made to execute new leases, are deferred and amortized over the term of the lease. | |
Derivative Instruments | Derivative Instruments |
The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. | |
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. | |
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any change in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the accompanying consolidated statement of operations and comprehensive loss. If the derivative is designated and qualifies for hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. | |
Revenue Recognition | Revenue Recognition |
The Company's revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. When the Company acquires a property, the term of existing leases is considered to commence as of the acquisition date for the purposes of this calculation. | |
The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant's sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. Contingent rental income is included in rental income on the accompanying consolidated statements of operations and comprehensive loss. | |
The Company continually reviews receivables related to rent and unbilled rent receivables 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 or record a direct write-off of the receivable in the Company's consolidated statements of operations and comprehensive loss. | |
Cost recoveries from tenants are included in operating expense reimbursements on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable. | |
Offering and Related Costs | Offering and Related Costs |
Offering and related costs include all expenses incurred in connection with the Company's IPO. Offering costs (other than selling commissions and the dealer manager fee) include costs that may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company. These costs include but are not limited to (i) legal, accounting, printing, mailing, and filing fees; (ii) escrow related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the itemized and detailed due diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organization and offering costs paid by them on behalf of the Company, provided that the Advisor is obligated to reimburse the Company to the extent organization and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 1.5% of gross offering proceeds. As a result, these costs are only a liability of the Company to the extent aggregate selling commissions, the dealer manager fee and other organization and offering costs do not exceed 11.5% of the gross proceeds determined at the end of the IPO. As of the end of the IPO, offering costs were less than 11.5% (See Note 10 — Related Party Transactions and Arrangements). | |
Share-Based Compensation | Share-Based Compensation |
The Company has a stock-based award plan, which is accounted for under the guidance for share based payments. The expense for such awards is included in general and administrative expenses and is recognized over the vesting period or when the requirements for exercise of the award have been met (See Note 12 — Share-Based Compensation). | |
Income Taxes | Income Taxes |
The Company qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2012. Commencing with such taxable year, it was organized and operating in such a manner as to qualify for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner to qualify for taxation as a REIT, but no assurance can be given that the Company will operate in a manner so as to qualify or remain qualified as a REIT. In order to qualify and continue to qualify for taxation as a REIT, the Company must, among other things, distribute annually at least 90% of its REIT taxable income to the Company's stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and properties, as well as federal income and excise taxes on its undistributed income. | |
The amount of distributions payable to the Company's stockholders is determined by the board of directors and is dependent on a number of factors, including funds available for distribution, financial condition, capital expenditure requirements, as applicable, and annual distribution requirements needed to qualify and maintain the Company's status as a REIT under the Code. From a tax perspective, of the amounts distributed during the year ended December 31, 2014, 88.7%, or $0.57 per share per annum, and 11.3%, or $0.07 per share per annum, represented a return of capital and ordinary dividend income, respectively. Of the amounts distributed during the year ended December 31, 2013, 4.6%, or $0.03 per share per annum, and 95.4%, or $0.61 per share per annum, represented a return of capital and ordinary dividend income, respectively. Of the amounts distributed during the year ended December 31, 2012, 100.0%, or $0.64 per share per annum, represented a return of capital. | |
Per Share Data | Per Share Data |
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted net income (loss) per share considers the effect of potentially dilutive instruments outstanding during such period. | |
Reportable Segments | Reportable Segments |
The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company's investments in real estate generate rental revenue and other income through the leasing of properties, which comprise 100% of its total consolidated revenues. Management evaluates the operating performance of the Company's investments in real estate on an individual property level. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
In February 2013, the Financial Accounting Standards Board (the "FASB") issued guidance clarifying the accounting and disclosure requirements for obligations resulting from joint and several liability arrangements for which the total amount under the arrangement is fixed at the reporting date. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |
In April 2014, the FASB amended the requirements for reporting discontinued operations. Under the revised guidance, in addition to other disclosure requirements, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale, disposed of by sale or other than by sale. The revised guidance is effective for annual periods beginning on or after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. The Company has adopted the provisions of this guidance effective January 1, 2014, and has applied the provisions prospectively. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |
In May 2014, the FASB issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers 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 guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. | |
In August 2014, the FASB issued guidance relating to disclosure of uncertainties about an entity's ability to continue as a going concern. In connection with preparing financial statements for each annual and interim reporting period, management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about the entity's ability to continue as a going concern, the guidance requires management to disclose information that enables users of the financial statements to understand the conditions or events that raised the substantial doubt, management's evaluation of the significance of the conditions or events that led to the doubt, the entity’s ability to continue as a going concern and management's plans that are intended to mitigate or that have mitigated the conditions or events that raised substantial doubt about the entity's ability to continue as a going concern. There is no disclosure required unless there are conditions or events that have raised substantial doubt about the entity’s ability to continue as a going concern. The guidance is effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. The Company has elected to adopt the provisions of this guidance effective December 31, 2014, as early application is permitted. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |
In February 2015, the FASB amended the accounting for consolidation of certain legal entities. The amendments modify the evaluation of whether certain legal entities are variable interest entities ("VIEs") or voting interest entities, eliminate the presumption that a general partner should consolidate a limited partnership and affect the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of the new guidance. | |
In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of the new guidance. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||
Schedule of Intangible Assets and Goodwill | Acquired intangible assets and lease liabilities consist of the following as of December 31, 2014 and 2013: | ||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
(In thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||
Intangible assets: | |||||||||||||||||||||||||
In-place leases | $ | 112,997 | $ | 7,949 | $ | 105,048 | $ | 11,601 | $ | 2,090 | $ | 9,511 | |||||||||||||
Above-market leases | 12,569 | 1,751 | 10,818 | 4,998 | 489 | 4,509 | |||||||||||||||||||
Below-market ground lease | 1,578 | — | 1,578 | — | — | — | |||||||||||||||||||
Total acquired intangible lease assets | $ | 127,144 | $ | 9,700 | $ | 117,444 | $ | 16,599 | $ | 2,579 | $ | 14,020 | |||||||||||||
Intangible liabilities: | |||||||||||||||||||||||||
Below-market lease liabilities | $ | 49,315 | $ | 1,202 | $ | 48,113 | $ | 986 | $ | 74 | $ | 912 | |||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the weighted-average amortization and accretion periods as of December 31, 2014, for intangible assets and liabilities and the projected amortization expense and adjustments to revenue and property operating expense for the next five years: | ||||||||||||||||||||||||
(in thousands) | Weighted-Average Amortization Period | 2015 | 2016 | 2017 | 2018 | 2019 | |||||||||||||||||||
In-place leases | 6.6 years | $ | 22,879 | $ | 20,274 | $ | 17,820 | $ | 12,060 | $ | 7,331 | ||||||||||||||
Total to be included in depreciation and amortization | $ | 22,879 | $ | 20,274 | $ | 17,820 | $ | 12,060 | $ | 7,331 | |||||||||||||||
Above-market lease assets | 5.8 years | $ | 2,331 | $ | 2,224 | $ | 2,138 | $ | 1,441 | $ | 736 | ||||||||||||||
Below-market lease liabilities | 17.3 years | (4,604 | ) | (4,094 | ) | (3,869 | ) | (3,375 | ) | (2,940 | ) | ||||||||||||||
Total to be included in rental income | $ | (2,273 | ) | $ | (1,870 | ) | $ | (1,731 | ) | $ | (1,934 | ) | $ | (2,204 | ) | ||||||||||
Below-market ground lease asset | 40.7 years | $ | 39 | $ | 39 | $ | 39 | $ | 39 | $ | 39 | ||||||||||||||
Total to be included in property operating expense | $ | 39 | $ | 39 | $ | 39 | $ | 39 | $ | 39 | |||||||||||||||
Real_Estate_Investments_Tables
Real Estate Investments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Real Estate [Abstract] | |||||||||||||
Assets Acquired and Liabilities Assumed | The following table presents the allocation of the assets acquired and liabilities assumed during the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
Year Ended December 31, | |||||||||||||
(Dollar amounts in thousands) | 2014 | 2013 | 2012 | ||||||||||
Real estate investments, at cost: | |||||||||||||
Land | $ | 134,146 | $ | 15,757 | $ | 12,435 | |||||||
Buildings, fixtures and improvements | 411,322 | 28,834 | 33,957 | ||||||||||
Total tangible assets | 545,468 | 44,591 | 46,392 | ||||||||||
Acquired intangibles: | |||||||||||||
In-place leases | 102,911 | 5,305 | 6,736 | ||||||||||
Above-market lease assets | 7,609 | 3,101 | 1,929 | ||||||||||
Below-market lease liabilities | (48,340 | ) | (111 | ) | (875 | ) | |||||||
Below-market ground lease asset | 1,578 | — | — | ||||||||||
Total intangible real estate investments, net | 63,758 | 8,295 | 7,790 | ||||||||||
Land held for sale | — | 564 | — | ||||||||||
Total assets acquired, net | 609,226 | 53,450 | 54,182 | ||||||||||
Mortgage notes payable assumed or used to acquire real estate investments | (24,232 | ) | (40,875 | ) | (40,725 | ) | |||||||
Premium on mortgage note payable assumed | (304 | ) | — | — | |||||||||
Other liabilities assumed | — | — | (555 | ) | |||||||||
Contingent purchase price obligation | (672 | ) | — | — | |||||||||
Cash paid for acquired real estate investments | $ | 584,018 | $ | 12,575 | $ | 12,902 | |||||||
Number of properties purchased | 17 | 1 | 2 | ||||||||||
Proforma Revenue and Losses Disclosure | The following table presents unaudited pro forma information as if the acquisitions during the year ended December 31, 2014 had been consummated on January 1, 2013. Additionally, the unaudited pro forma net loss was adjusted to reclassify acquisition and transaction related expense of $11.9 million from the year ended December 31, 2014 to the year ended December 31, 2013: | ||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2014 (1) | 2013 | |||||||||||
Pro forma revenues | $ | 80,083 | $ | 76,160 | |||||||||
Pro forma net income | $ | 20,615 | $ | 9,369 | |||||||||
_____________________ | |||||||||||||
-1 | For the year ended December 31, 2014, aggregate revenues and net income derived from the Company's 2014 acquisitions (for the Company's period of ownership) were $17.0 million and $4.4 million, respectively. | ||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items: | ||||||||||||
(In thousands) | Future Minimum | ||||||||||||
Base Rent Payments | |||||||||||||
2015 | $ | 58,321 | |||||||||||
2016 | 56,416 | ||||||||||||
2017 | 53,015 | ||||||||||||
2018 | 41,159 | ||||||||||||
2019 | 27,868 | ||||||||||||
Thereafter | 107,659 | ||||||||||||
$ | 344,438 | ||||||||||||
The Company entered into lease agreements related to certain acquisitions under leasehold interest arrangements. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter: | |||||||||||||
(In thousands) | Future Minimum Base Rent Payments | ||||||||||||
2015 | $ | 464 | |||||||||||
2016 | 473 | ||||||||||||
2017 | 483 | ||||||||||||
2018 | 493 | ||||||||||||
2019 | 502 | ||||||||||||
Thereafter | 9,316 | ||||||||||||
$ | 11,731 | ||||||||||||
Schedule of Annualized Rental Income by Major Tenants | The following table lists the tenants (including, for this purpose, all affiliates of such tenants) whose annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis for all portfolio properties as of December 31, 2014 and 2013: | ||||||||||||
December 31, | |||||||||||||
Tenant | 2014 | 2013 | |||||||||||
Toys "R" Us | * | 10.30% | |||||||||||
____________________________ | |||||||||||||
* | Tenant's annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income on a straight-line basis for all portfolio properties as of the date specified | ||||||||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table lists the states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of December 31, 2014 and 2013: | ||||||||||||
December 31, | |||||||||||||
State | 2014 | 2013 | |||||||||||
Minnesota | 17.00% | * | |||||||||||
Texas | 14.10% | 53.20% | |||||||||||
Florida | 13.40% | * | |||||||||||
Oklahoma | 11.20% | * | |||||||||||
Missouri | * | 46.80% | |||||||||||
____________________________ | |||||||||||||
* | State's annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income on a straight-line basis for all portfolio properties as of the date specified. |
Mortgage_Notes_Payable_Tables
Mortgage Notes Payable (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Mortgage Notes Payable | The Company's mortgage notes payable as of December 31, 2014 and 2013 consist of the following: | ||||||||||||||||||||
Outstanding Loan Amount as of | Effective Interest Rate as of | ||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||
Portfolio | Encumbered Properties | 2014 | 2013 | 2014 | 2013 | Interest Rate | Maturity Date | ||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||||||
Liberty Crossing - Refinanced Loan (1) | 1 | $ | 11,000 | $ | 11,000 | 4.66 | % | 4.66 | % | Fixed | Jul. 2018 | ||||||||||
San Pedro Crossing - Senior Loan (2) | 1 | 17,985 | 17,985 | 3.79 | % | 3.79 | % | Fixed | Jan. 2018 | ||||||||||||
Tiffany Springs MarketCenter | 1 | 33,802 | 34,098 | 3.92 | % | 4.44 | % | Fixed | (3) | Oct. 2018 | |||||||||||
Shops at Shelby Crossing | 1 | 24,144 | — | 4.97 | % | — | % | Fixed | Mar. 2024 | ||||||||||||
Total | 4 | $ | 86,931 | $ | 63,083 | 4.28 | % | (4) | 4.29 | % | (4) | ||||||||||
_________________________________ | |||||||||||||||||||||
-1 | The Company refinanced the Liberty Crossing property in June 2013. | ||||||||||||||||||||
-2 | Payments and obligations pursuant to this mortgage agreement are guaranteed by the Parent of the Sponsor. | ||||||||||||||||||||
-3 | Fixed as a result of entering into a swap agreement. | ||||||||||||||||||||
-4 | Calculated on a weighted-average basis for all mortgages outstanding as of December 31, 2014 and 2013. | ||||||||||||||||||||
Schedule of Aggregate Principal Payments of Mortgages | The following table summarizes the scheduled aggregate principal payments for the Company's mortgage notes payable for the five years subsequent to December 31, 2014: | ||||||||||||||||||||
(In thousands) | Future Principal Payments | ||||||||||||||||||||
2015 | $ | 363 | |||||||||||||||||||
2016 | 378 | ||||||||||||||||||||
2017 | 400 | ||||||||||||||||||||
2018 | 63,208 | ||||||||||||||||||||
2019 | 443 | ||||||||||||||||||||
Thereafter | 22,139 | ||||||||||||||||||||
$ | 86,931 | ||||||||||||||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||
Fair Value, by Balance Sheet Grouping | The following table presents information about the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013, aggregated by the level in the fair value hierarchy within which those instruments fall: | ||||||||||||||||||
(In thousands) | Quoted Prices | Significant Other | Significant | Total | |||||||||||||||
in Active | Observable | Unobservable | |||||||||||||||||
Markets | Inputs | Inputs | |||||||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||||||||
December 31, 2014 | |||||||||||||||||||
Interest rate swap | $ | — | $ | (332 | ) | $ | — | $ | (332 | ) | |||||||||
December 31, 2013 | |||||||||||||||||||
Interest rate swap | $ | — | $ | (98 | ) | $ | — | $ | (98 | ) | |||||||||
Fair Value, Liabilities Measured on Recurring Basis | The fair values of the Company's remaining financial instruments that are not reported at fair value on the accompanying consolidated balance sheets are reported in the following table: | ||||||||||||||||||
Carrying Amount at | Fair Value at | Carrying Amount at | Fair Value at | ||||||||||||||||
(In thousands) | Level | December 31, 2014 | December 31, 2014 | December 31, 2013 | December 31, 2013 | ||||||||||||||
Mortgage notes payable and premium, net | 3 | $ | 87,223 | $ | 89,347 | $ | 63,083 | $ | 62,824 | ||||||||||
Derivatives_and_Hedging_Activi1
Derivatives and Hedging Activities (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||
Derivative Instruments, Gain (Loss) | As of December 31, 2014 and 2013, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: | ||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Interest Rate Derivative | Number of | Notional Amount | Number of | Notional Amount | |||||||||||||||||||||
Instruments | Instruments | ||||||||||||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||||||||||
Interest Rate Swap | 1 | $ | 34,098 | 1 | $ | 34,098 | |||||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the accompanying consolidated balance sheets as of December 31, 2014 and 2013: | ||||||||||||||||||||||||
(In thousands) | Balance Sheet Location | December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||
Interest Rate Swap | Derivatives, at fair value | $ | (332 | ) | $ | (98 | ) | ||||||||||||||||||
Schedule of Interest Rate Derivatives | The table below details the location in the accompanying consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2014 and 2013. The Company did not have derivative instruments during the year ended December 31, 2012: | ||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | |||||||||||||||||||||||
Amount of gain (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) | $ | (734 | ) | $ | (225 | ) | |||||||||||||||||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income as interest expense (effective portion) | $ | (505 | ) | $ | (127 | ) | |||||||||||||||||||
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) * | $ | (5 | ) | $ | — | ||||||||||||||||||||
_________________________________ | |||||||||||||||||||||||||
* The Company reclassified approximately $5,000 of other comprehensive loss to interest expense during the year ended December 31, 2014, which represented the ineffective portion of the change in fair value of the derivative. | |||||||||||||||||||||||||
Offsetting Assets | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of December 31, 2014 and 2013. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets: | ||||||||||||||||||||||||
Gross Amounts Not Offset on the Balance Sheet | |||||||||||||||||||||||||
(In thousands) | Gross Amounts of Recognized Liabilities | Gross Amounts Offset on the Balance Sheet | Net Amounts of Liabilities presented on the Balance Sheet | Financial Instruments | Cash Collateral Received (Posted) | Net Amount | |||||||||||||||||||
December 31, 2014 | $ | (332 | ) | $ | — | $ | (332 | ) | $ | — | $ | — | $ | (332 | ) | ||||||||||
December 31, 2013 | $ | (98 | ) | $ | — | $ | (98 | ) | $ | — | $ | — | $ | (98 | ) | ||||||||||
Common_Stock_Tables
Common Stock (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Equity [Abstract] | |||||||||||
Schedule of Share Repurchases | The following table summarizes the repurchases of shares under the SRP cumulatively through December 31, 2014: | ||||||||||
Number of Requests | Number of Shares Repurchased | Weighted-Average Price per Share | |||||||||
Cumulative repurchase requests as of December 31, 2013 | 1 | 8,674 | $ | 9.98 | |||||||
Year ended December 31, 2014 | 18 | 64,818 | 9.8 | ||||||||
Cumulative repurchase requests as of December 31, 2014 (1) | 19 | 73,492 | $ | 9.82 | |||||||
_____________________ | |||||||||||
-1 | Includes 11 unfulfilled repurchase requests consisting of 33,024 shares with a weighted-average repurchase price per share of $9.89, which were approved for repurchase as of December 31, 2014 and were completed during the first quarter of 2015. This liability is included in accounts payable and accrued expenses on the Company's consolidated balance sheet as of December 31, 2014. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items: | ||||
(In thousands) | Future Minimum | ||||
Base Rent Payments | |||||
2015 | $ | 58,321 | |||
2016 | 56,416 | ||||
2017 | 53,015 | ||||
2018 | 41,159 | ||||
2019 | 27,868 | ||||
Thereafter | 107,659 | ||||
$ | 344,438 | ||||
The Company entered into lease agreements related to certain acquisitions under leasehold interest arrangements. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter: | |||||
(In thousands) | Future Minimum Base Rent Payments | ||||
2015 | $ | 464 | |||
2016 | 473 | ||||
2017 | 483 | ||||
2018 | 493 | ||||
2019 | 502 | ||||
Thereafter | 9,316 | ||||
$ | 11,731 | ||||
Related_Party_Transactions_and1
Related Party Transactions and Arrangements (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of Selling Commissions and Dealer Manager Fees Payable to Affiliate | The following table details total selling commissions and dealer manager fees incurred by the Company during the years ended December 31, 2014, 2013 and 2012 and payable to the Dealer Manager as of December 31, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Year Ended December 31, | Payable as of December 31, | ||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | 2014 | 2013 | ||||||||||||||||||||||||||||
Total commissions and fees to the Dealer Manager | $ | 81,728 | $ | 5,711 | $ | 561 | $ | — | $ | 46 | |||||||||||||||||||||||
Schedule Of Offering Costs Reimbursements to Related Party | The following table details offering costs and reimbursements incurred during the years ended December 31, 2014, 2013 and 2012 and payable to the Advisor and Dealer Manager as of December 31, 2014 and 2013: | ||||||||||||||||||||||||||||||||
Year Ended December 31, | Payable as of December 31, | ||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | 2014 | 2013 | ||||||||||||||||||||||||||||
Fees and expense reimbursements to the Advisor and Dealer Manager | $ | 2,854 | $ | 1,361 | $ | 1,596 | $ | 1,152 | $ | 4,609 | |||||||||||||||||||||||
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | The following table details amounts incurred and forgiven during the years ended December 31, 2014, 2013 and 2012 and amounts contractually due as of December 31, 2014 and 2013 in connection with the operations related services described above: | ||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | Payable as of December 31, | ||||||||||||||||||||||||||||||
(In thousands) | Incurred | Forgiven | Incurred | Forgiven | Incurred | Forgiven | 2014 | 2013 | |||||||||||||||||||||||||
One-time fees and reimbursements: | |||||||||||||||||||||||||||||||||
Acquisition fees and related cost reimbursements | $ | 9,214 | $ | — | $ | 802 | $ | — | $ | 820 | $ | — | $ | — | $ | — | |||||||||||||||||
Financing coordination fees (1) | 3,492 | — | 409 | — | 407 | — | — | — | |||||||||||||||||||||||||
Ongoing fees: | |||||||||||||||||||||||||||||||||
Asset management fees (2) | — | — | — | 18 | — | 93 | — | — | |||||||||||||||||||||||||
Property management and leasing fees | — | — | — | 72 | — | 13 | — | — | |||||||||||||||||||||||||
Transfer agent and other professional fees | 663 | — | — | — | — | — | 617 | — | |||||||||||||||||||||||||
Strategic advisory fees | 425 | — | 495 | — | — | — | — | — | |||||||||||||||||||||||||
Distributions on Class B Units | 41 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Total related party operation fees and reimbursements | $ | 13,835 | $ | — | $ | 1,706 | $ | 90 | $ | 1,227 | $ | 106 | $ | 617 | $ | — | |||||||||||||||||
_________________________________ | |||||||||||||||||||||||||||||||||
-1 | These fees have been capitalized to deferred costs, net on the consolidated balance sheets. | ||||||||||||||||||||||||||||||||
-2 | Effective October 1, 2013, the Company causes the OP to issue (subject to approval by the board of directors) to the Advisor restricted performance-based Class B Units for asset management services, which will be forfeited immediately if certain conditions occur. |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | The following table reflects restricted share award activity for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
Number of Shares of Restricted Stock | Weighted-Average Issue Price Per Share | ||||||||||||
Unvested, December 31, 2011 | 9,000 | $ | 10 | ||||||||||
Granted | 15,000 | 9.2 | |||||||||||
Vested | (1,200 | ) | 10 | ||||||||||
Forfeitures | (9,000 | ) | 9.67 | ||||||||||
Unvested, December 31, 2012 | 13,800 | 9.35 | |||||||||||
Granted | 9,000 | 9 | |||||||||||
Vested | (3,000 | ) | 9.43 | ||||||||||
Forfeitures | — | — | |||||||||||
Unvested, December 31, 2013 | 19,800 | 9.18 | |||||||||||
Granted | 9,000 | 9 | |||||||||||
Vested | (4,800 | ) | 9.25 | ||||||||||
Forfeitures | (8,400 | ) | 9.14 | ||||||||||
Unvested, December 31, 2014 | 15,600 | $ | 9.08 | ||||||||||
Schedule of Share-based Compensation, Activity for Services | The following table reflects the shares of common stock issued to directors in lieu of cash compensation: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Shares issued in lieu of cash | 6,055 | — | — | ||||||||||
Value of shares issued in lieu of cash (in thousands) | $ | 55 | $ | — | $ | — | |||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of the basic and diluted net loss per share computation for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net loss (in thousands) | $ | (12,632 | ) | $ | (4,704 | ) | $ | (2,202 | ) | ||||
Basic and diluted weighted-average shares outstanding | 49,231,737 | 3,216,903 | 358,267 | ||||||||||
Basic and diluted net loss per share | $ | (0.26 | ) | $ | (1.46 | ) | $ | (6.15 | ) | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common stock equivalents as of December 31, 2014, 2013 and 2012 were excluded from diluted net loss per share computations as their effect would have been antidilutive for the periods presented: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Unvested restricted stock | 15,600 | 19,800 | 13,800 | ||||||||||
OP Units | 202 | 202 | 202 | ||||||||||
Class B Units | 169,992 | — | — | ||||||||||
Total common stock equivalents | 185,794 | 20,002 | 14,002 | ||||||||||
Quarterly_Results_Unaudited_Ta
Quarterly Results (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information | Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2014 and 2013: | ||||||||||||||||
Quarters Ended | |||||||||||||||||
(In thousands, except share and per share data) | March 31, | June 30, | September 30, | December 31, | |||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Total revenues | $ | 2,799 | $ | 4,278 | $ | 6,755 | $ | 14,277 | |||||||||
Net loss | $ | (599 | ) | $ | (2,913 | ) | $ | (4,773 | ) | $ | (4,347 | ) | |||||
Basic and diluted weighted-average shares outstanding | 12,997,881 | 29,000,403 | 61,255,619 | 92,685,013 | |||||||||||||
Basic and diluted net loss per share | $ | (0.05 | ) | $ | (0.10 | ) | $ | (0.08 | ) | $ | (0.05 | ) | |||||
Quarters Ended | |||||||||||||||||
(In thousands, except share and per share data) | March 31, | June 30, | September 30, | December 31, | |||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Total revenues | $ | 1,397 | $ | 1,386 | $ | 1,694 | $ | 2,684 | |||||||||
Net loss | $ | (1,052 | ) | $ | (1,051 | ) | $ | (1,510 | ) | $ | (1,091 | ) | |||||
Basic and diluted weighted-average shares outstanding | 969,506 | 2,063,622 | 3,785,878 | 5,987,213 | |||||||||||||
Basic and diluted net loss per share | $ | (1.09 | ) | $ | (0.51 | ) | $ | (0.40 | ) | $ | (0.18 | ) |
Subsequent_Events_Tables
Subsequent Events (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Subsequent Events [Abstract] | |||||||||||
Schedule of Subsequent Events | The following table presents certain information about the properties the Company acquired from January 1, 2015 to April 15, 2015: | ||||||||||
(Dollar amounts in thousands) | Number of Properties | Base Purchase Price (1) | Rentable Square Feet | ||||||||
Total portfolio — December 31, 2014 | 20 | $ | 716,264 | 4,274,041 | |||||||
Acquisitions | 2 | 41,450 | 320,185 | ||||||||
Total portfolio — April 15, 2015 | 22 | $ | 757,714 | 4,594,226 | |||||||
_______________________________ | |||||||||||
(1) Contract purchase price, net of purchase price adjustments, excluding acquisition related costs. |
Organization_Details
Organization (Details) (USD $) | 12 Months Ended | 53 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2014 | Sep. 19, 2014 | Mar. 14, 2014 | Mar. 17, 2011 | ||
sqft | ||||||
property | ||||||
Class of Stock [Line Items] | ||||||
Common stock, par value, in dollars per share | $0.01 | $0.01 | ||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 75,000,000 | |||
Maximum amount of offering from universal shelf registration statement | $25,000,000 | |||||
Common stock, shares outstanding (in shares) | 7,253,833 | 94,448,748 | ||||
Proceeds from Issuance of stock | 71,300,000 | 938,700,000 | ||||
Total real estate investments, at cost | 716,264,000 | [1] | ||||
Number of real estate properties | 20 | |||||
Square Feet | 4,274,041 | |||||
Occupancy rate | 94.50% | |||||
Minimum | ||||||
Class of Stock [Line Items] | ||||||
Total real estate investments, at cost | $20,000,000 | |||||
Required occupancy rate for acquisition targets | 80.00% | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares available for issuance under initial public offering, shares | 150,000,000 | |||||
Common stock, par value, in dollars per share | 0.01 | $0.01 | ||||
Shares issued or available for issuance under initial public offering, price per share | 10 | $10 | ||||
Shares available for issuance under a distribution reinvestment plan, shares | 12,500,000 | 25,000,000 | ||||
Common Stock | Minimum | ||||||
Class of Stock [Line Items] | ||||||
Shares issued or available for issuance under a distribution reinvestment plan (in dollars per share) | $9.50 | |||||
Percent of estimated value of a share of common stock | 95.00% | |||||
Advisor | American Realty Capital Retail Advisor, LLC | ||||||
Class of Stock [Line Items] | ||||||
OP units held (in shares) | 202 | 202 | ||||
[1] | Contract purchase price, net of purchase price adjustments, excluding acquisition related costs. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Class of Stock [Line Items] | ||||
Buildings useful life | 40 years | |||
Land improvements, useful life | 15 years | |||
Fixtures useful life | 5 years | |||
Money market funds | $47,000 | $100,000 | ||
Cash and cash equivalents | 170,963,000 | 13,295,000 | 278,000 | 0 |
Cash in excess of FDIC limit | 170,200,000 | 12,600,000 | ||
Deferred costs, net | 8,117,000 | 1,397,000 | ||
Deferred finance costs | 7,500,000 | 1,100,000 | ||
Deferred leasing costs | 600,000 | 300,000 | ||
Distribution percentage | 88.70% | 11.30% | ||
Distribution per share (in dollars per share) | $0.57 | $0.07 | ||
Return of capital cercentage | 4.60% | 95.40% | 100.00% | |
Return of capital per share (in dollars per share) | $0.03 | $0.61 | $0.64 | |
Maximum | ||||
Class of Stock [Line Items] | ||||
Liability for offering and related costs from IPO | 1.50% | |||
Offering costs as a percent of gross proceeds | 11.50% | |||
In-place leases | ||||
Class of Stock [Line Items] | ||||
Amortization | 7,200,000 | 2,100,000 | 500,000 | |
Above and Below Market Leases | ||||
Class of Stock [Line Items] | ||||
Amortization | $200,000 | $400,000 | $18,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies Intangible Assets Table (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $127,144 | $16,599 |
Accumulated amortization intangibles | 9,700 | 2,579 |
Total intangible assets, net | 117,444 | 14,020 |
Below Market Lease, Gross | 49,315 | 986 |
Accumulated amortization | 1,202 | 74 |
Below-market lease liabilities, net | 48,113 | 912 |
In-place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 112,997 | 11,601 |
Accumulated amortization intangibles | 7,949 | 2,090 |
Total intangible assets, net | 105,048 | 9,511 |
Above-market leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,569 | 4,998 |
Accumulated amortization intangibles | 1,751 | 489 |
Total intangible assets, net | 10,818 | 4,509 |
Below Market Ground Lease | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,578 | 0 |
Accumulated amortization intangibles | 0 | 0 |
Total intangible assets, net | $1,578 | $0 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies Future Amortization of Intangibles Table (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2015 | $39 |
2016 | 39 |
2017 | 39 |
2018 | 39 |
2019 | 39 |
Below Market Lease [Abstract] | |
2015 - Below Market Lease | -2,273 |
2016 - Below Market Lease | -1,870 |
2017 - Below Market Lease | -1,731 |
2018 - Below Market Lease | -1,934 |
2019 - Below Market Lease | -2,204 |
Depreciation and Amortization | In-place leases | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 6 years 7 months 16 days |
2015 | 22,879 |
2016 | 20,274 |
2017 | 17,820 |
2018 | 12,060 |
2019 | 7,331 |
Rental Income | |
Below Market Lease [Abstract] | |
2015 - Below Market Lease | -4,604 |
2016 - Below Market Lease | -4,094 |
2017 - Below Market Lease | -3,869 |
2018 - Below Market Lease | -3,375 |
2019 - Below Market Lease | -2,940 |
Rental Income | Above-market lease assets | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 5 years 9 months 29 days |
2015 | 2,331 |
2016 | 2,224 |
2017 | 2,138 |
2018 | 1,441 |
2019 | 736 |
Rental Income | Below-market lease liabilities | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 17 years 3 months 2 days |
Property Operating Expense | Below Market Ground Lease | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Amortization Period | 40 years 8 months 23 days |
2015 | 39 |
2016 | 39 |
2017 | 39 |
2018 | 39 |
2019 | $39 |
Real_Estate_Investments_Narrat
Real Estate Investments (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 26, 2013 | Dec. 21, 2012 | Apr. 03, 2014 | Jun. 04, 2014 | Aug. 15, 2014 | Aug. 27, 2014 | Sep. 05, 2014 | Sep. 29, 2014 | Oct. 29, 2014 | Dec. 18, 2014 | Dec. 23, 2014 | |
property | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of real estate properties | 20 | |||||||||||||
Number of properties representing more than 5% of total portfolio | 12 | |||||||||||||
Acquisition and transaction related | $11,891,000 | $978,000 | $987,000 | |||||||||||
Tiffany Springs MarketCenter | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 53,500,000 | |||||||||||||
Acquisition and transaction related | 900,000 | |||||||||||||
San Pedro Crossing | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 32,600,000 | |||||||||||||
Acquisition and transaction related | 600,000 | |||||||||||||
The Streets of West Chester | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 40,500,000 | |||||||||||||
Acquisition and transaction related | 700,000 | |||||||||||||
Prairie Towne Center | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 25,300,000 | |||||||||||||
Acquisition and transaction related | 400,000 | |||||||||||||
Northwoods Marketplace | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 34,800,000 | |||||||||||||
Acquisition and transaction related | 700,000 | |||||||||||||
Centennial Plaza | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 27,600,000 | |||||||||||||
Acquisition and transaction related | 500,000 | |||||||||||||
Shops at Shelby Crossing | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 29,900,000 | |||||||||||||
Acquisition and transaction related | 500,000 | |||||||||||||
The Centrum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 34,900,000 | |||||||||||||
Acquisition and transaction related | 600,000 | |||||||||||||
Southroads Shopping Center | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 57,300,000 | |||||||||||||
Acquisition and transaction related | 1,000,000 | |||||||||||||
Colonial Landing | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 37,200,000 | |||||||||||||
Acquisition and transaction related | 700,000 | |||||||||||||
The Shops at West End | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 114,700,000 | |||||||||||||
Acquisition and transaction related | 1,900,000 | |||||||||||||
Township Marketplace | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | 41,100,000 | |||||||||||||
Acquisition and transaction related | $1,200,000 |
Real_Estate_Investments_Schedu
Real Estate Investments (Schedule of Assets and Liabilities Assumed) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
property | property | property | |
Land | |||
Land | $134,146 | $15,757 | $12,435 |
Buildings, fixtures and improvements | 411,322 | 28,834 | 33,957 |
Total tangible real estate investments | 545,468 | 44,591 | 46,392 |
Acquired intangibles: | 63,758 | 8,295 | 7,790 |
Below-market lease liabilities | -48,340 | -111 | -875 |
Land held for sale | 0 | 564 | 0 |
Total assets acquired, net | 609,226 | 53,450 | 54,182 |
Mortgage notes payable used to acquire real estate investments | -24,232 | -40,875 | -40,725 |
Premium on mortgage note payable assumed | -304 | 0 | 0 |
Other liabilities assumed | 0 | 0 | -555 |
Payment for contingent purchase price obligation | -672 | 0 | 0 |
Cash paid for acquired real estate investments | 584,018 | 12,575 | 12,902 |
Number of properties purchased | 17 | 1 | 2 |
In-place leases | |||
Land | |||
Acquired intangibles: | 102,911 | 5,305 | 6,736 |
Above-market lease assets | |||
Land | |||
Acquired intangibles: | 7,609 | 3,101 | 1,929 |
Below Market Ground Lease | |||
Land | |||
Acquired intangibles: | $1,578 | $0 | $0 |
Real_Estate_Investments_Schedu1
Real Estate Investments (Schedule of Pro Forma Revenues and Losses) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||||||||
Acquisition and transaction related | $11,891 | $978 | $987 | |||||||||
Pro forma revenues | 80,083 | [1] | 76,160 | |||||||||
Pro forma net income | 20,615 | [1] | 9,369 | |||||||||
Total revenues | 14,277 | 6,755 | 4,278 | 2,799 | 2,684 | 1,694 | 1,386 | 1,397 | 28,109 | 7,161 | 1,266 | |
Net loss | -4,347 | -4,773 | -2,913 | -599 | -1,091 | -1,510 | -1,051 | -1,052 | -12,632 | -4,704 | -2,202 | |
2014 Acquisitions | ||||||||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||||||||
Total revenues | 17,000 | |||||||||||
Net loss | $4,400 | |||||||||||
[1] | For the year ended DecemberB 31, 2014, aggregate revenues and net income derived from the Company's 2014 acquisitions (for the Company's period of ownership) were $17.0 million and $4.4 million, respectivel |
Real_Estate_Investments_Schedu2
Real Estate Investments (Schedule of Future Minimum Rental Payments for Operating Leases) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Real Estate [Abstract] | |
2015 | $58,321 |
2016 | 56,416 |
2017 | 53,015 |
2018 | 41,159 |
2019 | 27,868 |
Thereafter | 107,659 |
Total | $344,438 |
Real_Estate_Investments_Schedu3
Real Estate Investments (Schedule of Annualized Rental Income by Major Tenants) (Details) (Toys R Us) | 12 Months Ended |
Dec. 31, 2013 | |
Toys R Us | |
Revenue, Major Customer [Line Items] | |
Major tenant rental income, as a percentage of total annualized rental income | 10.30% |
Real_Estate_Investments_Schedu4
Real Estate Investments (Schedule of Revenue from External Customers and Long-Lived Assets, by Geographic Areas) (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Minnesota | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity wide revenue percentage | 17.00% | |
Texas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity wide revenue percentage | 14.10% | 53.20% |
Florida | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity wide revenue percentage | 13.40% | |
Oklahoma | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity wide revenue percentage | 11.20% | |
Missouri | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity wide revenue percentage | 46.80% |
Credit_Facility_Details
Credit Facility (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 11, 2014 | Dec. 02, 2014 | Feb. 09, 2015 | |
Line of Credit Facility [Line Items] | ||||||
Unused borrowing capacity fee | $300,000 | $0 | $0 | |||
Operating Partnership | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional borrowing capacity | 250,000,000 | |||||
Unused capacity commitment fee | 0.35% | |||||
Unused capacity commitment fee percentage less than 50% | 0.25% | |||||
Operating Partnership | Swing Line | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 25,000,000 | |||||
Maximum amount of swing line commitment of total commitment | 10.00% | |||||
Operating Partnership | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 100,000,000 | |||||
Operating Partnership | Letter of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 5,000,000 | |||||
Operating Partnership Amended Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Additional borrowing capacity | 575,000,000 | |||||
Unused borrowing capacity amount | 120,900,000 | |||||
Minimum use percentage | 50.00% | 50.00% | ||||
Operating Partnership Amended Credit Facility | Swing Line | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 25,000,000 | |||||
Operating Partnership Amended Credit Facility | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 325,000,000 | |||||
Operating Partnership Amended Credit Facility | Letter of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 20,000,000 | |||||
Line of Credit Facility, Interest Rate, Option One | Federal Funds Effective Rate | Operating Partnership Amended Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Variable interest rate | 0.50% | |||||
Line of Credit Facility, Interest Rate, Option One | London Interbank Offered Rate (LIBOR) | Operating Partnership Amended Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Variable interest rate | 1.00% | |||||
Minimum | Line of Credit Facility, Interest Rate, Option One | London Interbank Offered Rate (LIBOR) | Operating Partnership Amended Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Variable interest rate | 0.35% | |||||
Minimum | Line of Credit Facility, Interest Rate, Option Two | London Interbank Offered Rate (LIBOR) | Operating Partnership Amended Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Variable interest rate | 1.35% | |||||
Maximum | Line of Credit Facility, Interest Rate, Option One | London Interbank Offered Rate (LIBOR) | Operating Partnership Amended Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Variable interest rate | 1.00% | |||||
Maximum | Line of Credit Facility, Interest Rate, Option Two | London Interbank Offered Rate (LIBOR) | Operating Partnership Amended Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Variable interest rate | 2.00% | |||||
Net Worth Greater Than $500 Million | Operating Partnership Amended Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Unused capacity commitment fee | 0.25% | |||||
Unused capacity commitment fee percentage less than 50% | 0.15% | |||||
Subsequent Event | Operating Partnership Amended Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Unused borrowing capacity amount | $325,000,000 |
Mortgage_Notes_Payable_Schedul
Mortgage Notes Payable (Schedule of Mortgage Notes Payable) (Details) (USD $) | 1 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Debt Instrument [Line Items] | |||||
Outstanding Loan Amount | $86,931 | $63,083 | |||
Mortgage notes payable and premium, net | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | 4 | ||||
Outstanding Loan Amount | 86,931 | 63,083 | |||
Effective Interest Rate | 4.28% | [1] | 4.29% | [1] | |
Mortgage notes payable and premium, net | Tiffany Springs | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | 1 | ||||
Outstanding Loan Amount | 33,802 | 34,098 | |||
Effective Interest Rate | 3.92% | 4.44% | |||
Mortgage notes payable and premium, net | Shops at Shelby Crossing | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | 1 | ||||
Outstanding Loan Amount | 24,144 | 0 | |||
Effective Interest Rate | 4.97% | 0.00% | |||
Senior Loans | Mortgage notes payable and premium, net | San Pedro Crossing | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | 1 | [2] | |||
Outstanding Loan Amount | 17,985 | [2] | 17,985 | [2] | |
Effective Interest Rate | 3.79% | [2] | 3.79% | [2] | |
Original Loan | Mortgage notes payable and premium, net | Liberty Crossing | |||||
Debt Instrument [Line Items] | |||||
Write off of deferred debt issuance cost | 74 | ||||
Write off of penalties, interest and fees in debt extinguishment | 56 | ||||
Refinanced Loan | Mortgage notes payable and premium, net | Liberty Crossing | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties | 1 | [3] | |||
Outstanding Loan Amount | $11,000 | [3] | $11,000 | [3] | |
Effective Interest Rate | 4.66% | [3] | 4.66% | [3] | |
[1] | Calculated on a weighted-average basis for all mortgages outstanding as of DecemberB 31, 2014 | ||||
[2] | Payments and obligations pursuant to this mortgage agreement are guaranteed by the Parent of the Sponsor. | ||||
[3] | The Company refinanced the Liberty Crossing property in June 2013. |
Mortgage_Notes_Payable_Schedul1
Mortgage Notes Payable (Schedule Of Aggregate Future Principal Payments On Mortgage Notes Payable) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total | $86,931 | $63,083 |
Mortgage notes payable and premium, net | ||
Debt Instrument [Line Items] | ||
2015 | 363 | |
2016 | 378 | |
2017 | 400 | |
2018 | 63,208 | |
2019 | 443 | |
Thereafter | 22,139 | |
Total | $86,931 | $63,083 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | ($332) | ($98) |
Fair Value, Measurements, Recurring | Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | -332 | -98 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets Level 1 | Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs Level 2 | Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | -332 | -98 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | $0 | $0 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments (Fair Value, by Balance Sheet Grouping) (Details) (Significant Unobservable Inputs Level 3, Mortgage notes payable and premium, net, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | $87,223 | $63,083 |
Total | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | $89,347 | $62,824 |
Derivatives_and_Hedging_Activi2
Derivatives and Hedging Activities (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Derivative [Line Items] | |
Interest rate derivatives, at fair value, including adjustments for nonperformance risk | $0.40 |
Designated as Hedging Instrument | Interest Expense | Cash Flow Hedging | Interest rate swap | |
Derivative [Line Items] | |
Reclassification estimated of time to transfer | 12 months |
Reclassified amount from AOCI to income | 0.4 |
Interest rate swap | Designated as Hedging Instrument | Cash Flow Hedging | |
Derivative [Line Items] | |
Assets needed for immediate settlement | $0.40 |
Derivatives_and_Hedging_Activi3
Derivatives and Hedging Activities - Schedule of Interest Rate Derivatives (Details) (Designated as Hedging Instrument, Cash Flow Hedging, Interest Rate Swap, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | derivative | derivative |
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | ||
Derivative [Line Items] | ||
Number of Instruments | 1 | 1 |
Notional Amount | $34,098 | $34,098 |
Derivatives_and_Hedging_Activi4
Derivatives and Hedging Activities - Schedule of Derivative Instruments in Statement of Financial Position (Details) (Derivatives, at fair value, Designated as Hedging Instrument, Cash Flow Hedging, Interest Rate Swap, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, at fair value | Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | ||
Derivative [Line Items] | ||
Interest Rate Derivative Liabilities, at Fair Value | ($332) | ($98) |
Derivatives_and_Hedging_Activi5
Derivatives and Hedging Activities - Derivative Instruments, Gain (Loss) (Details) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) | ($229) | ($98) | $0 | ||
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | -5 | 0 | 0 | ||
Interest rate swap | Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) | -734 | -225 | |||
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | -5 | [1] | 0 | [1] | |
Interest rate swap | Interest Expense | Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income as interest expense (effective portion) | ($505) | ($127) | |||
[1] | The Company reclassified approximately $5,000 of other comprehensive loss to interest expense during the year ended DecemberB 31, 2014, which represented the ineffective portion of the change in fair value of the derivative. |
Derivatives_and_Hedging_Activi6
Derivatives and Hedging Activities - Schedule of Offsetting Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Liabilities | ($332) | ($98) |
Gross Amounts Offset on the Balance Sheet | 0 | 0 |
Net Amounts of Liabilities presented on the Balance Sheet | -332 | -98 |
Financial Instruments | 0 | 0 |
Cash Collateral Received (Posted) | 0 | 0 |
Net Amount | ($332) | ($98) |
Common_Stock_Details
Common Stock (Details) (USD $) | 0 Months Ended | 12 Months Ended | 53 Months Ended | ||
Sep. 19, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||||
Common stock, shares outstanding (in shares) | 94,448,748 | 7,253,833 | 94,448,748 | ||
Proceeds from Issuance of stock | $71,300,000 | $938,700,000 | |||
Dividends declared per day (in dollars per share) | $0.00 | ||||
Dividends declared (in dollars per share) | $0.64 | ||||
Common stock issued through distribution reinvestment plan (in shares) | 1,560,476 | 100,000 | 2,000 | ||
Common stock issued through distribution reinvestment plan | $14,824,000 | $663,000 | $19,000 | ||
Common stock, par value, in dollars per share | $0.01 | $0.01 | $0.01 | ||
Annual authorized amount as a percentage | 5.00% | 5.00% | |||
Maximum | One Year | |||||
Class of Stock [Line Items] | |||||
Repurchase Price (in dollars per share) | $9.25 | $9.25 | |||
Repurchase price percentage of value of capital paid | 92.50% | 92.50% | |||
Maximum | Two Years | |||||
Class of Stock [Line Items] | |||||
Repurchase Price (in dollars per share) | $9.50 | $9.50 | |||
Repurchase price percentage of value of capital paid | 95.00% | 95.00% | |||
Maximum | Three Years | |||||
Class of Stock [Line Items] | |||||
Repurchase Price (in dollars per share) | $9.75 | $9.75 | |||
Repurchase price percentage of value of capital paid | 97.50% | 97.50% | |||
Maximum | Four Years | |||||
Class of Stock [Line Items] | |||||
Repurchase Price (in dollars per share) | $10 | $10 | |||
Repurchase price percentage of value of capital paid | 100.00% | 100.00% |
Stock_Repurchases_Details
- Stock Repurchases (Details) (USD $) | 12 Months Ended | 41 Months Ended | 53 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | ||
request | request | request | ||
Class of Stock [Line Items] | ||||
Number of Requests | 18 | 1 | 19 | [1] |
Number of Shares Repurchased (in shares) | 64,818 | 8,674 | 73,492 | [1] |
Weighted-Average Price per Share (in dollars per share) | $9.80 | $9.98 | $9.82 | [1] |
Unfunded | ||||
Class of Stock [Line Items] | ||||
Number of Requests | 11 | |||
Weighted-Average Price per Share (in dollars per share) | $9.89 | |||
Shares authorized to be repurchased | 33,024 | 33,024 | ||
[1] | Includes 11 unfulfilled repurchase requests consisting ofB 33,024B shares with a weighted-average repurchase price per share ofB $9.89, which were approved for repurchase as of DecemberB 31, 2014 and were completed during the first quarter of 2015. This liability is included in accounts payable and accrued expenses on the Company's consolidated balance sheet as of DecemberB 31, 2014. |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $464 |
2016 | 473 |
2017 | 483 |
2018 | 493 |
2019 | 502 |
Thereafter | 9,316 |
Total | $11,731 |
Related_Party_Transactions_and2
Related Party Transactions and Arrangements (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Maximum | ||||
Related Party Transaction [Line Items] | ||||
Liability for offering and related costs from IPO | 1.50% | 1.50% | ||
Total commissions and fees from the Dealer Manager | ||||
Related Party Transaction [Line Items] | ||||
Share price (in dollars per share) | $9 | $9 | ||
Sponsor and Entity Wholly Owned by Sponsor | American Realty Capital IV, LLC and American Realty Capital Retail Special Limited Partnership, LLC | ||||
Related Party Transaction [Line Items] | ||||
Operating partnership units held by related party (in shares) | 242,222 | 242,222 | 242,222 | |
Advisor | American Realty Capital Retail Advisor, LLC | ||||
Related Party Transaction [Line Items] | ||||
OP units held (in shares) | 202 | 202 | 202 | |
Advisor | American Realty Capital Retail Advisor, LLC | Contract Purchase Price | ||||
Related Party Transaction [Line Items] | ||||
Acquisition fees as a percentage of benchmark | 1.00% | 1.00% | ||
Expected third party acquisition costs | 0.50% | 0.50% | ||
Quarterly asset management fee | 0.19% | 0.19% | ||
Common stock, authorized (in shares) | 169,992 | |||
Advisor | American Realty Capital Retail Advisor, LLC | Advance on Loan or Other Investment | ||||
Related Party Transaction [Line Items] | ||||
Financing advance fees as a percentage of benchmark | 1.00% | 1.00% | ||
Expected third party acquisition costs | 0.50% | 0.50% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Contract Purchase Price, All Assets Acquired | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Acquisition and financing coordination fees as a percentage of benchmark | 1.50% | 1.50% | ||
Aggregate acquisition fees and acquisition related expenses as a percentage of benchmark | 4.50% | 4.50% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Advances On All Loans Or Other Investments | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Aggregate acquisition fees and acquisition related expenses as a percentage of benchmark | 4.50% | 4.50% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Amount Available or Outstanding Under Financing Arrangement | ||||
Related Party Transaction [Line Items] | ||||
Financing coordination fee | 1.00% | 1.00% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Average Invested Assets | ||||
Related Party Transaction [Line Items] | ||||
Asset management fees as a percentage of benchmark | 0.75% | 0.75% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Average Invested Assets | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Aggregate asset management and oversight fees as a percentage of benchmark | 0.75% | 0.75% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Average Invested Assets | Maximum | Greater Of | ||||
Related Party Transaction [Line Items] | ||||
Operating expenses as a percentage of benchmark | 2.00% | 2.00% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | ||||
Related Party Transaction [Line Items] | ||||
Property management fees as a percentage of benchmark | 2.00% | 2.00% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties | ||||
Related Party Transaction [Line Items] | ||||
Property management fees as a percentage of benchmark | 4.00% | 4.00% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Gross Revenue, Managed Properties | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Oversight fees as a percentage of benchmark | 1.00% | 1.00% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Hard Costs Of Construction, Renovation and/or Tenant Finish-out | ||||
Related Party Transaction [Line Items] | ||||
Construction, renovation or tenant finish-out as a percentage of benchmark | 6.00% | |||
Advisor | American Realty Capital Retail Advisor, LLC | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Maximum | Greater Of | ||||
Related Party Transaction [Line Items] | ||||
Operating expenses as a percentage of benchmark | 25.00% | 25.00% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return | ||||
Related Party Transaction [Line Items] | ||||
Subordinated participation fee earned | 15.00% | 15.00% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capita | ||||
Related Party Transaction [Line Items] | ||||
Distribution upon nonrenewal of advisory agreement, | 15.00% | 15.00% | ||
Subordinated incentive listing distribution as a percentage of the benchmark | 15.00% | 15.00% | ||
Advisor | Absorbed General and Administrative Expenses | American Realty Capital Retail Advisor, LLC | ||||
Related Party Transaction [Line Items] | ||||
General and administrative costs | $0 | $300,000 | $700,000 | $100,000 |
Advisor | Property operating expenses absorbed | American Realty Capital Retail Advisor, LLC | ||||
Related Party Transaction [Line Items] | ||||
General and administrative costs | 0 | 0 | 41,000 | 44,000 |
Advisor | Brokerage Commission Fees | American Realty Capital Retail Advisor, LLC | Contract Sales Price | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Real estate commissions as a percentage of benchmark | 2.00% | 2.00% | ||
Advisor | Real Estate Commissions | American Realty Capital Retail Advisor, LLC | Contract Sales Price | ||||
Related Party Transaction [Line Items] | ||||
Broker commissions | $6,000 | $0 | ||
Advisor | Real Estate Commissions | American Realty Capital Retail Advisor, LLC | Contract Sales Price | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Real estate commissions as a percentage of benchmark | 6.00% | 6.00% | ||
Advisor | Annual Targeted Investor Return | American Realty Capital Retail Advisor, LLC | Pre-tax Non-compounded Return on Capital Contribution | ||||
Related Party Transaction [Line Items] | ||||
Cumulative capital investment return to investors as a percentage of benchmark | 7.00% | 7.00% | ||
Repayment of capital committed | 100.00% | 100.00% | ||
Dealer Manager | Realty Capital Securities, LLC | Gross Proceeds, Initial Public Offering | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Commission of gross offering proceeds | 7.00% | 7.00% | ||
Dealer Manager | Realty Capital Securities, LLC | Gross Proceeds, Common Stock | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Sales commissions as a percentage of benchmark | 3.00% | 3.00% |
Related_Party_Transactions_and3
Related Party Transactions and Arrangements (Fees Paid in Connection with the IPO) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Total commissions and fees from the Dealer Manager | Realty Capital Securities, LLC | Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Fees paid to related parties | $81,728 | $5,711 | $561 |
Due to Affiliate | 0 | 46 | |
Fees and expense reimbursements from the Advisor and Dealer Manager | American Realty Capital Retail Advisor, LLC and Realty Capital Securities LLC | Advisor and Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Fees paid to related parties | 2,854 | 1,361 | 1,596 |
Due to Affiliate | $1,152 | $4,609 |
Related_Party_Transactions_and4
Related Party Transactions and Arrangements (Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services) (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Acquisition fees and related cost reimbursements | One-time fees and reimbursements: | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Affiliate | $0 | $0 | ||||
Acquisition fees and related cost reimbursements | Incurred | One-time fees and reimbursements: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 9,214 | 802 | 820 | |||
Acquisition fees and related cost reimbursements | Forgiven | One-time fees and reimbursements: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 0 | 0 | 0 | |||
Financing coordination fees | One-time fees and reimbursements: | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Affiliate | 0 | [1] | 0 | [1] | ||
Financing coordination fees | Incurred | One-time fees and reimbursements: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 3,492 | [1] | 409 | [1] | 407 | [1] |
Financing coordination fees | Forgiven | One-time fees and reimbursements: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 0 | [1] | 0 | [1] | 0 | [1] |
Asset management fees | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Affiliate | 0 | [2] | 0 | [2] | ||
Asset management fees | Incurred | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 0 | [2] | 0 | [2] | 0 | [2] |
Asset management fees | Forgiven | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 0 | [2] | 18 | [2] | 93 | [2] |
Property management and leasing fees | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Affiliate | 0 | 0 | ||||
Property management and leasing fees | Incurred | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 0 | 0 | 0 | |||
Property management and leasing fees | Forgiven | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 0 | 72 | 13 | |||
Transfer agent and other professional fees | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Affiliate | 617 | 0 | ||||
Transfer agent and other professional fees | Incurred | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 663 | 0 | 0 | |||
Transfer agent and other professional fees | Forgiven | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 0 | 0 | 0 | |||
Strategic advisory fees | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Affiliate | 0 | 0 | ||||
Strategic advisory fees | Incurred | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 425 | 495 | 0 | |||
Strategic advisory fees | Forgiven | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 0 | 0 | 0 | |||
Distributions on Class B Units | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Affiliate | 0 | 0 | ||||
Distributions on Class B Units | Incurred | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 41 | 0 | 0 | |||
Distributions on Class B Units | Forgiven | Ongoing fees: | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 0 | 0 | 0 | |||
Total related party operation fees and reimbursements | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Affiliate | 617 | 0 | ||||
Total related party operation fees and reimbursements | Incurred | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | 13,835 | 1,706 | 1,227 | |||
Total related party operation fees and reimbursements | Forgiven | ||||||
Related Party Transaction [Line Items] | ||||||
Related party operation fees and reimbursements | $0 | $90 | $106 | |||
[1] | These fees have been capitalized to deferred costs, net on the consolidated balance sheets. | |||||
[2] | Effective October 1, 2013, the Company causes the OP to issue (subject to approval by the board of directors) to the Advisor restricted performance-based Class B Units for asset management services, which will be forfeited immediately if certain conditions occur. |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options | Stock Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, fixed exercise price (in dollars per share) | $10 | ||
Number of shares authorized (in shares) | 500,000 | ||
Restricted Stock | Restricted Share Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 7,500,000 | ||
Shares granted automatically upon election to board of directors (in shares) | 3,000 | ||
Vesting period | 5 years | ||
Periodic vesting percentage | 20.00% | ||
Maximum authorized amount as a percentage of shares authorized | 5.00% | ||
Unrecognized compensation cost | $100,000 | ||
Unrecognized compensation cost period | 3 years 6 months | ||
Share based compensation | $39,000 | $27,000 | $15,000 |
ShareBased_Compensation_Restri
Share-Based Compensation (Restricted Stock Activity) (Details) (Restricted Share Plan, Restricted Stock, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Share Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value [Roll Forward] | |||
Beginning Balance (in shares) | 19,800 | 13,800 | 9,000 |
Granted (in shares) | 9,000 | 9,000 | 15,000 |
Vested (in shares) | -4,800 | -3,000 | -1,200 |
Forfeitures (in shares) | -8,400 | 0 | -9,000 |
Ending Balance (in shares) | 15,600 | 19,800 | 13,800 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Beginning Balance (in dollars per share) | $9.18 | $9.35 | $10 |
Granted (in dollars per share) | $9 | $9 | $9.20 |
Vested (in dollars per share) | $9.25 | $9.43 | $10 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $9.14 | $0 | $9.67 |
Ending Balance (in dollars per share) | $9.08 | $9.18 | $9.35 |
ShareBased_Compensation_Other_
Share-Based Compensation (Other Share Based Compensation) (Details) (Common Stock, USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued in lieu of cash (in shares) | 6,055 | 0 | 0 |
Value of shares issued in lieu of cash | $55 | $0 | $0 |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net loss | ($4,347) | ($4,773) | ($2,913) | ($599) | ($1,091) | ($1,510) | ($1,051) | ($1,052) | ($12,632) | ($4,704) | ($2,202) |
Basic and diluted weighted-average shares outstanding (in shares) | 92,685,013 | 61,255,619 | 29,000,403 | 12,997,881 | 5,987,213 | 3,785,878 | 2,063,622 | 969,506 | 49,231,737 | 3,216,903 | 358,267 |
Basic and diluted net loss per share (in dollars per share) | ($0.05) | ($0.08) | ($0.10) | ($0.05) | ($0.18) | ($0.40) | ($0.51) | ($1.09) | ($0.26) | ($1.46) | ($6.15) |
Antidilutive securities excluded from computation of earnings per share (in shares) | 185,794 | 20,002 | 14,002 | ||||||||
Unvested restricted stock | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 15,600 | 19,800 | 13,800 | ||||||||
OP Units | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 202 | 202 | 202 | ||||||||
Total common stock equivalents | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 169,992 | 0 | 0 |
Quarterly_Results_Unaudited_De
Quarterly Results (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $14,277 | $6,755 | $4,278 | $2,799 | $2,684 | $1,694 | $1,386 | $1,397 | $28,109 | $7,161 | $1,266 |
Net loss | ($4,347) | ($4,773) | ($2,913) | ($599) | ($1,091) | ($1,510) | ($1,051) | ($1,052) | ($12,632) | ($4,704) | ($2,202) |
Basic and diluted weighted-average shares outstanding (in shares) | 92,685,013 | 61,255,619 | 29,000,403 | 12,997,881 | 5,987,213 | 3,785,878 | 2,063,622 | 969,506 | 49,231,737 | 3,216,903 | 358,267 |
Basic and diluted net loss per share (in dollars per share) | ($0.05) | ($0.08) | ($0.10) | ($0.05) | ($0.18) | ($0.40) | ($0.51) | ($1.09) | ($0.26) | ($1.46) | ($6.15) |
Subsequent_Events_Acquisition_
Subsequent Events (Acquisition) (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 15, 2015 | ||
property | property | property | sqft | |||
sqft | property | |||||
Property Acquisition [Roll Forward] | ||||||
Beginning Balance Base Purchase Price | $716,264 | [1] | ||||
Number of properties purchased | 17 | 1 | 2 | |||
Additions - acquisitions and improvements | 547,706 | 44,756 | 46,392 | |||
Ending Balance Number of Properties | 20 | |||||
Ending Balance Rentable Square Feet | 4,274,041 | |||||
Subsequent Event | ||||||
Property Acquisition [Roll Forward] | ||||||
Beginning Balance Base Purchase Price | 757,714 | [1] | ||||
Number of properties purchased | 2 | |||||
Additions - acquisitions and improvements | $41,450 | [1] | ||||
Area of Real Estate Property, Acquisitions | 320,185 | |||||
Ending Balance Number of Properties | 22 | |||||
Ending Balance Rentable Square Feet | 4,594,226 | |||||
[1] | Contract purchase price, net of purchase price adjustments, excluding acquisition related costs. |
Schedule_III_Real_Estate_and_A1
Schedule III Real Estate and Accumulated Depreciation (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 11, 2014 | ||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | $86,931,000 | |||||
Land | 162,338,000 | |||||
Building and Improvements | 474,113,000 | |||||
Land | 0 | |||||
Building and Improvements | 2,403,000 | |||||
Real estate, gross | 637,641,000 | [1],[2],[3] | 90,894,000 | 46,392,000 | 0 | |
Accumulated Depreciation | -9,417,000 | [4],[5] | -3,519,000 | -657,000 | 0 | |
Acquired intangible lease assets | 127,144,000 | 16,599,000 | ||||
Tax Basis of investments | 724,700,000 | |||||
Disposals land improvements | 1,200,000 | |||||
Accumulated amortization intangibles | 9,700,000 | |||||
Buildings useful life | 40 years | |||||
Land improvements, useful life | 15 years | |||||
Fixtures useful life | 5 years | |||||
Rowlett, TX | Liberty Crossing | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 11,000,000 | |||||
Land | 2,887,000 | |||||
Building and Improvements | 17,084,000 | |||||
Land | 0 | |||||
Building and Improvements | 182,000 | |||||
Real estate, gross | 19,817,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -2,066,000 | [4],[5] | ||||
San Antonio, TX | San Pedro Crossing | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 17,985,000 | |||||
Land | 9,548,000 | |||||
Building and Improvements | 16,873,000 | |||||
Land | 0 | |||||
Building and Improvements | 656,000 | |||||
Real estate, gross | 26,398,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -2,260,000 | [4],[5] | ||||
Kansas City, MO | Tiffany Springs | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 33,802,000 | |||||
Land | 15,757,000 | |||||
Building and Improvements | 28,834,000 | |||||
Land | 0 | |||||
Building and Improvements | 8,000 | |||||
Real estate, gross | 44,401,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -2,320,000 | [4],[5] | ||||
OHIO | The Streets of West Chester | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | [6] | ||||
Land | 11,812,000 | |||||
Building and Improvements | 25,946,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 37,758,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -584,000 | [4],[5] | ||||
ILLINOIS | Prairie Towne Center [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | [6] | ||||
Land | 11,033,000 | |||||
Building and Improvements | 11,185,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 22,218,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -211,000 | [4],[5] | ||||
Texas | Southway Shopping Center [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | [6] | ||||
Land | 10,330,000 | |||||
Building and Improvements | 17,908,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 28,238,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -292,000 | [4],[5] | ||||
Texas | West Lake Crossing [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | |||||
Land | 2,082,000 | |||||
Building and Improvements | 9,981,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 12,063,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -26,000 | [4],[5] | ||||
LOUISIANA | Stirling Slidell Centre [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | [6] | ||||
Land | 3,517,000 | |||||
Building and Improvements | 10,067,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 13,584,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -132,000 | [4],[5] | ||||
SOUTH CAROLINA | Northwoods Marketplace [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | [6] | ||||
Land | 12,886,000 | |||||
Building and Improvements | 19,853,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 32,739,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -244,000 | [4],[5] | ||||
Oklahoma | Centennial Plaza [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | [6] | ||||
Land | 3,538,000 | |||||
Building and Improvements | 21,405,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 24,943,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -202,000 | [4],[5] | ||||
Oklahoma | Southroads Shopping Center [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | |||||
Land | 6,770,000 | |||||
Building and Improvements | 46,543,000 | |||||
Land | 0 | |||||
Building and Improvements | 359,000 | |||||
Real estate, gross | 53,672,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -203,000 | [4],[5] | ||||
NORTH CAROLINA | Northlake Commons [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | [6] | ||||
Land | 16,930,000 | |||||
Building and Improvements | 12,729,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 29,659,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -140,000 | [4],[5] | ||||
NORTH CAROLINA | The Centrum [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | |||||
Land | 11,530,000 | |||||
Building and Improvements | 21,182,000 | |||||
Land | 0 | |||||
Building and Improvements | 261,000 | |||||
Real estate, gross | 32,973,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -165,000 | [4],[5] | ||||
Florida | Shops at Shelby Crossing | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 24,144,000 | |||||
Land | 4,575,000 | |||||
Building and Improvements | 21,396,000 | |||||
Land | 0 | |||||
Building and Improvements | 408,000 | |||||
Real estate, gross | 26,379,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -262,000 | [4],[5] | ||||
Florida | Shoppes of West Melbourne [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | |||||
Land | 3,546,000 | |||||
Building and Improvements | 12,528,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 16,074,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -90,000 | [4],[5] | ||||
Florida | Colonial Landing [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | |||||
Land | 0 | |||||
Building and Improvements | 32,821,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 32,821,000 | [1],[2],[3] | ||||
Accumulated Depreciation | 0 | [4],[5] | ||||
PENNSYLVANIA | Shoppes at Wyomissing [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | |||||
Land | 3,406,000 | |||||
Building and Improvements | 21,207,000 | |||||
Land | 0 | |||||
Building and Improvements | 174,000 | |||||
Real estate, gross | 24,787,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -105,000 | [4],[5] | ||||
PENNSYLVANIA | Township Marketplace [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | |||||
Land | 7,855,000 | |||||
Building and Improvements | 31,941,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 39,796,000 | [1],[2],[3] | ||||
Accumulated Depreciation | 0 | [4],[5] | ||||
KENTUCKY | Parkside Shopping Center [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | |||||
Land | 11,537,000 | |||||
Building and Improvements | 17,903,000 | |||||
Land | 0 | |||||
Building and Improvements | 355,000 | |||||
Real estate, gross | 29,795,000 | [1],[2],[3] | ||||
Accumulated Depreciation | -115,000 | [4],[5] | ||||
Minnesota | The Shops at West End [Member] | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Encumbrances | 0 | |||||
Land | 12,799,000 | |||||
Building and Improvements | 76,727,000 | |||||
Land | 0 | |||||
Building and Improvements | 0 | |||||
Real estate, gross | 89,526,000 | [1],[2],[3] | ||||
Accumulated Depreciation | 0 | [4],[5] | ||||
Revolving Credit Facility | Operating Partnership | ||||||
Real Estate and Accumulated Depreciation [Line Items] | ||||||
Maximum borrowing capacity | $100,000,000 | |||||
[1] | Gross amount carried is net of tenant improvement dispositions of $1.2 million due to tenant lease expirations. | |||||
[2] | The tax basis of aggregate land, buildings and improvements as of DecemberB 31, 2014 is $724.7 million. | |||||
[3] | Acquired intangible lease assets allocated to individual propertiesB in the amount of $127.1 million are notB reflected in the table above. | |||||
[4] | The accumulated depreciation column excludes $9.7 million of accumulated amortization associated with acquired intangible lease assets. | |||||
[5] | Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements. | |||||
[6] | These unencumbered properties collateralize a credit facility of up to $325.0 million, which had no outstanding borrowings as of DecemberB 31, 2014. |
Schedule_III_Real_Estate_and_A2
Schedule III Real Estate and Accumulated Depreciation Changes in Accumulated Depreciation (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward] | ||||
Beginning balance | $90,894 | $46,392 | $0 | |
Additions - acquisitions and improvements | 547,706 | 44,756 | 46,392 | |
Disposals | -959 | -254 | 0 | |
Ending balance | 637,641 | [1],[2],[3] | 90,894 | 46,392 |
Accumulated depreciation and amortization: | ||||
Balance at beginning of year | 3,519 | 657 | 0 | |
Depreciation expense | 6,857 | 3,116 | 657 | |
Disposals | -959 | -254 | 0 | |
Balance at end of the year | $9,417 | [4],[5] | $3,519 | $657 |
[1] | Gross amount carried is net of tenant improvement dispositions of $1.2 million due to tenant lease expirations. | |||
[2] | The tax basis of aggregate land, buildings and improvements as of DecemberB 31, 2014 is $724.7 million. | |||
[3] | Acquired intangible lease assets allocated to individual propertiesB in the amount of $127.1 million are notB reflected in the table above. | |||
[4] | The accumulated depreciation column excludes $9.7 million of accumulated amortization associated with acquired intangible lease assets. | |||
[5] | Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements. |