Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, INC. | ||
Entity Central Index Key | 1,500,554 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 97,472,968 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Real estate investments, at cost: | ||
Land | $ 274,993 | $ 158,787 |
Buildings, fixtures and improvements | 815,568 | 478,854 |
Acquired intangible lease assets | 192,454 | 127,144 |
Total real estate investments, at cost | 1,283,015 | 764,785 |
Less: accumulated depreciation and amortization | (68,221) | (19,115) |
Total real estate investments, net | 1,214,794 | 745,670 |
Cash and cash equivalents | 40,033 | 170,963 |
Restricted cash | 4,828 | 3,469 |
Prepaid expenses and other assets | 17,629 | 7,591 |
Deferred costs, net | 9,063 | 8,117 |
Land held for sale | 500 | 0 |
Total assets | 1,286,847 | 935,810 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Mortgage notes payable | 128,945 | 86,931 |
Mortgage premiums, net | 4,764 | 292 |
Credit facility | 304,000 | 0 |
Below-market lease liabilities, net | 78,103 | 48,113 |
Derivatives, at fair value | 415 | 332 |
Accounts payable and accrued expenses (including $761 and $2,018 due to related parties as of December 31, 2015 and 2014, respectively) | 18,216 | 10,329 |
Deferred rent and other liabilities | 3,958 | 1,575 |
Distributions payable | 5,296 | 5,138 |
Total liabilities | 543,697 | 152,710 |
Preferred stock, $0.01 par value per share, 50,000,000 authorized, none issued or outstanding at December 31, 2015 and 2014 | 0 | 0 |
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 96,866,152 and 94,448,748 shares issued and outstanding at December 31, 2015 and 2014, respectively | 969 | 944 |
Additional paid-in capital | 859,421 | 836,387 |
Accumulated other comprehensive loss | (410) | (327) |
Accumulated deficit | (116,830) | (53,904) |
Total stockholders' equity | 743,150 | 783,100 |
Total liabilities and stockholders' equity | $ 1,286,847 | $ 935,810 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
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 | 96,866,152 | 94,448,748 |
Common Stock, shares outstanding | 96,866,152 | 94,448,748 |
Due to Related Parties | $ 828 | $ 2,178 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | |||
Rental income | $ 80,975 | $ 21,450 | $ 5,406 |
Operating expense reimbursements | 24,203 | 6,659 | 1,755 |
Total revenues | 105,178 | 28,109 | 7,161 |
Operating expenses: | |||
Asset management fees to related party | 5,487 | 0 | 0 |
Property operating | 34,732 | 8,844 | 2,337 |
Impairment charges | 4,434 | 186 | 0 |
Fair value adjustments to contingent purchase price consideration | (13,695) | (672) | 0 |
Acquisition and transaction related | 9,783 | 11,891 | 978 |
General and administrative | 8,743 | 2,558 | 457 |
Depreciation and amortization | 49,755 | 14,080 | 5,202 |
Total operating expenses | 99,239 | 36,887 | 8,974 |
Operating income (loss) | 5,939 | (8,778) | (1,813) |
Other (expense) income: | |||
Interest expense | (8,374) | (3,907) | (2,761) |
Extinguishment of debt | 0 | 0 | (130) |
Gain (loss) on disposition of land | 1,021 | (19) | 0 |
Other income | 21 | 72 | 0 |
Total other expense, net | (7,332) | (3,854) | (2,891) |
Net loss | (1,393) | (12,632) | (4,704) |
Other comprehensive loss: | |||
Change in unrealized loss on derivative | (83) | (229) | (98) |
Comprehensive loss | $ (1,476) | $ (12,861) | $ (4,802) |
Basic and diluted weighted-average shares outstanding (in shares) | 96,113,056 | 49,231,737 | 3,216,903 |
Basic and diluted net loss per share (in dollars per share) | $ (0.01) | $ (0.26) | $ (1.46) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders' Equity (Deficit) |
Balance (in shares) at Dec. 31, 2012 | 834,118 | |||||
Balance at Dec. 31, 2012 | $ 8 | $ 1,372 | $ 0 | $ (2,702) | $ (1,322) | |
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) | 69,669 | |||||
Common stock issued through distribution reinvestment plan | $ 663 | $ 1 | 662 | 663 | ||
Common stock repurchases (in shares) | (8,674) | (8,674) | ||||
Common stock repurchases | (87) | (87) | ||||
Share-based compensation, net of forfeitures (in shares) | 9,000 | |||||
Share-based compensation, net of forfeitures | 38 | 38 | ||||
Distributions declared | (2,071) | (2,071) | ||||
Net loss | $ (4,704) | (4,704) | (4,704) | |||
Other comprehensive loss | (98) | (98) | ||||
Balance (in shares) at Dec. 31, 2013 | 7,253,833 | |||||
Balance at Dec. 31, 2013 | $ 72 | 56,384 | (98) | (9,477) | 46,881 | |
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 | ||
Common stock repurchases (in shares) | (64,818) | (64,818) | ||||
Common stock repurchases | $ (1) | (634) | (635) | |||
Share-based compensation, net of forfeitures (in shares) | 6,655 | |||||
Share-based compensation, net of forfeitures | 93 | 93 | ||||
Distributions declared | (31,795) | (31,795) | ||||
Net loss | $ (12,632) | (12,632) | (12,632) | |||
Other comprehensive loss | (229) | (229) | ||||
Balance (in shares) at Dec. 31, 2014 | 94,448,748 | |||||
Balance at Dec. 31, 2014 | $ 944 | 836,387 | (327) | (53,904) | 783,100 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock offering costs, commissions and dealer manager fees | 4 | 4 | ||||
Common stock issued through distribution reinvestment plan (in shares) | 3,698,474 | |||||
Common stock issued through distribution reinvestment plan | $ 35,140 | $ 37 | 35,103 | 35,140 | ||
Common stock repurchases (in shares) | (1,281,670) | (1,281,670) | ||||
Common stock repurchases | $ (12) | (12,116) | (12,128) | |||
Share-based compensation, net of forfeitures (in shares) | 600 | |||||
Share-based compensation, net of forfeitures | 43 | 43 | ||||
Distributions declared | (61,533) | (61,533) | ||||
Net loss | $ (1,393) | (1,393) | (1,393) | |||
Other comprehensive loss | (83) | (83) | ||||
Balance (in shares) at Dec. 31, 2015 | 96,866,152 | |||||
Balance at Dec. 31, 2015 | $ 969 | $ 859,421 | $ (410) | $ (116,830) | $ 743,150 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (1,393) | $ (12,632) | $ (4,704) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation | 20,154 | 6,857 | 3,116 |
Amortization of in-place lease assets | 29,467 | 7,177 | 2,079 |
Amortization (including accelerated write-off) of deferred costs | 2,074 | 758 | 472 |
Amortization of mortgage premiums | (367) | (12) | 0 |
(Accretion) amortization of market lease and other intangibles, net | (3,237) | 172 | 428 |
Bad debt expense | 1,241 | 0 | 0 |
Fair value adjustments to contingent purchase price consideration | (13,695) | (672) | 0 |
Impairment charges | 4,434 | 186 | 0 |
(Gain) loss on disposition of land | (1,021) | 19 | 0 |
Share-based compensation | 43 | 93 | 38 |
Ineffective portion of derivative | 0 | 5 | 0 |
Changes in assets and liabilities: | |||
Prepaid expenses and other assets | (15,071) | (4,244) | (1,527) |
Accounts payable and accrued expenses | 5,185 | 5,144 | (922) |
Deferred rent and other liabilities | 2,383 | 1,193 | 234 |
Restricted cash | (339) | (309) | (453) |
Net cash provided by (used in) operating activities | 29,858 | 3,735 | (1,239) |
Cash flows from investing activities: | |||
Investments in real estate and other assets | (437,642) | (584,018) | (12,575) |
Deposits for real estate acquisitions | 0 | (1,344) | 0 |
Proceeds from disposition of land | 2,503 | 543 | 0 |
Proceeds from contingent purchase price consideration | 15,116 | 0 | 0 |
Restricted cash | (1,020) | (2,142) | (238) |
Capital expenditures | (7,495) | (1,549) | (165) |
Net cash used in investing activities | (428,538) | (588,510) | (12,978) |
Cash flows from financing activities: | |||
Proceeds from mortgage notes payable | 0 | 0 | 11,000 |
Payments of mortgage notes payable | (598) | (384) | (29,517) |
Proceeds from credit facility | 304,000 | 0 | 0 |
Payments of notes payable | 0 | 0 | (7,235) |
Payments of deferred financing costs | (812) | (7,061) | (949) |
Proceeds from issuances of common stock | 0 | 853,535 | 62,311 |
Common stock repurchases | (7,429) | (308) | (87) |
Payments of offering costs and fees related to stock issuances, net | (1,176) | (90,112) | (7,209) |
Distributions paid | (26,235) | (12,208) | (1,080) |
Payments to related party, net | 0 | (1,019) | 0 |
Net cash provided by financing activities | 267,750 | 742,443 | 27,234 |
Net change in cash and cash equivalents | (130,930) | 157,668 | 13,017 |
Cash and cash equivalents, beginning of period | 170,963 | 13,295 | 278 |
Cash and cash equivalents, end of period | 40,033 | 170,963 | 13,295 |
Supplemental Disclosures: | |||
Cash paid for interest | 6,538 | 3,088 | 2,311 |
Cash paid for income taxes | 368 | 411 | 12 |
Change in offering costs in accounts payable and accrued expenses | (1,180) | 1,180 | 4,815 |
Receivables for issuances of common stock | 0 | 0 | 465 |
Change in accrued common stock repurchases | 4,699 | 327 | 0 |
Change in capital improvements in accounts payable and accrued expenses | (981) | 1,284 | 0 |
Non-Cash Investing and Financing Activities: | |||
Mortgage notes payable assumed or used to acquire investments in real estate | 42,612 | 24,232 | 40,875 |
Premium assumed on mortgage note payable | 4,839 | 304 | 0 |
Common stock issued through distribution reinvestment plan | $ 35,140 | $ 14,824 | $ 663 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 — Organization American Realty Capital — Retail Centers of America, Inc. (the "Company") has acquired and owns anchored, stabilized core retail properties for investment purposes, including power centers and lifestyle centers, which are located in the United States and were at least 80.0% leased at the time of acquisition. The Company purchased its first property and commenced active operations in June 2012. As of December 31, 2015 , the Company owned 35 properties with an aggregate purchase price of $1.2 billion , comprised of 7.5 million rentable square feet, which were 95.1% leased on a weighted-average basis. The Company, incorporated on July 29, 2010, is a Maryland corporation that qualified as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with the taxable year ended December 31, 2012. Substantially all of the Company's business is conducted through American Realty Capital Retail Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. 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. The IPO closed on September 12, 2014. On September 22, 2014, the Company registered an additional 25.0 million shares of common stock to be used under the distribution reinvestment plan (the "DRIP") pursuant to a registration statement on Form S-3D (File No. 333-198864 ). As of December 31, 2015 , the Company had 96.9 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 $961.7 million . The Company intends to publish an estimate of net asset value per share of the Company's common stock ("Estimated Per-Share NAV") as of December 31, 2015 shortly following the filing of this Annual Report on Form 10-K for the year ended December 31, 2015 (the "NAV Pricing Date"), and subsequent valuations will occur periodically at the discretion of the Company's board of directors, provided that such calculations will be made at least once annually. In determining Estimated Per-Share NAV, the Company expects to obtain estimated values for all of its properties. Until the NAV Pricing Date, the Company has offered shares pursuant to the DRIP at $9.50 per share and has repurchased shares pursuant to its original share repurchase program (the "Original SRP"). Beginning with the NAV Pricing Date, the Company will offer shares pursuant to the DRIP and repurchase shares pursuant to its amended and restated share repurchase program (the "Amended and Restated SRP") at a price based on Estimated Per-Share NAV. The Company has no direct employees. The Company has retained American Realty Capital Retail Advisor, LLC (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 provides, 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. The Advisor has paid and will continue to pay Lincoln a substantial portion of the fees and/or other expense reimbursements payable to the Advisor for the performance of real estate-related services. The Advisor is under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, the "Parent of the Sponsor" or "AR Global"), the parent of the Company's sponsor, American Realty Capital IV, LLC (the "Sponsor"), as a result of which it is a related party of the Company. Realty Capital Securities, LLC (the " Former Dealer Manager ") served as the dealer manager of the IPO and, together with its affiliates, continued to provide the Company with various services through December 31, 2015 . RCS Capital Corporation, the parent company of the Former Dealer Manager and certain of its affiliates that provided services to the Company, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was under common control with the Parent of the Sponsor. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — 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 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, 2015 and 2014 : December 31, 2015 December 31, 2014 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 168,293 $ 34,298 $ 133,995 $ 112,997 $ 7,949 $ 105,048 Above-market leases 22,583 4,547 18,036 12,569 1,751 10,818 Below-market ground lease 1,578 39 1,539 1,578 — 1,578 Total acquired intangible lease assets $ 192,454 $ 38,884 $ 153,570 $ 127,144 $ 9,700 $ 117,444 Intangible liabilities: Below-market lease liabilities $ 84,837 $ 6,734 $ 78,103 $ 49,315 $ 1,202 $ 48,113 Real estate investments that are intended to be sold are 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. Real estate investments are no longer depreciated when they are classified as held for sale. If the disposal, or intended disposal, of certain real estate investments represents a strategic shift that has had or will have a major effect on the Company's operations and financial results, the operations of such real estate investments would be presented as discontinued operations in the consolidated statements of operations and comprehensive loss for all applicable periods. As of December 31, 2015 , the Company had $0.5 million of land held for sale. There were no assets held for sale as of December 31, 2014 . Depreciation and Amortization 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 projected amortization expense and adjustments to revenue and property operating expense for intangible assets and liabilities for the next five years: (in thousands) 2016 2017 2018 2019 2020 In-place leases $ 32,453 $ 27,608 $ 20,567 $ 14,044 $ 9,523 Total to be added to depreciation and amortization $ 32,453 $ 27,608 $ 20,567 $ 14,044 $ 9,523 Above-market lease assets $ (3,631 ) $ (3,437 ) $ (2,571 ) $ (1,742 ) $ (1,134 ) Below-market lease liabilities 6,728 6,349 5,753 5,215 4,718 Total to be added to (deducted from) rental income $ 3,097 $ 2,912 $ 3,182 $ 3,473 $ 3,584 Below-market ground lease asset $ 39 $ 39 $ 39 $ 39 $ 39 Total to be added to property operating expense $ 39 $ 39 $ 39 $ 39 $ 39 For the years ended December 31, 2015 , 2014 and 2013 , amortization of in-place leases of $29.5 million , $7.2 million and $2.1 million , respectively, is included in depreciation and amortization on the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2015 , 2014 and 2013 , net (amortization) and accretion of above- and below-market lease intangibles of $3.3 million , $(0.2) million and $(0.4) million , respectively, is included in rental income on the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2015 , amortization of the below-market ground lease asset of approximately $39,000 was recognized in property operating expense. No amortization of the below-market ground lease asset was recognized in property operating expense for the years ended December 31, 2014 or 2013 . 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 and funds in overnight repurchase agreements, in which excess funds over an established threshold are 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, 2015 , the Company had deposits of $40.0 million of which $39.0 million were in excess of the amount insured by the FDIC. 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. 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, real estate taxes and insurance, 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 to interest expense 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, 2015 , the Company had $9.1 million of deferred costs, net, consisting of $6.4 million of deferred financing costs, net and $2.7 million of deferred leasing costs, net. 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. 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, acquisition date is considered to be the commencement date for 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 included all expenses incurred in connection with the Company's IPO. Offering costs (other than selling commissions and the dealer manager fee) included costs that were paid by the Advisor, the Former Dealer Manager or their affiliates on behalf of the Company. These costs included but were not limited to (i) legal, accounting, printing, mailing, and filing fees; (ii) escrow related fees; (iii) reimbursement of the Former Dealer Manager for amounts it paid 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 that were 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 exceeded 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 did 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 (the "Code"), commencing with the taxable year ended December 31, 2012. Commencing with such taxable year, the Company has been organized and has operated in a manner so that it qualifies for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner, but no assurance can be given that the Company will operate in a manner so as to remain qualified as a REIT. In order to 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 (which does not equal net income as calculated in accordance with GAAP) determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on that portion of our REIT taxable income that we distribute to our stockholders. 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. Further, the Company has taxable REIT subsidiaries, which are set up to conduct activities that cannot otherwise be conducted by a REIT, and are subject to corporate income tax. 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 maintain the Company's status as a REIT under the Code. The following table details from a U.S. federal income tax perspective, the portion of distributions classified as return of capital and ordinary dividend income, per share per annum, for the years ended December 31, 2015 , 2014 and 2013 : Year Ended December 31, 2015 2014 2013 Return of capital 64.1 % $ 0.41 88.7 % $ 0.57 4.6 % $ 0.03 Ordinary dividend income 35.9 % 0.23 11.3 % 0.07 95.4 % 0.61 Total 100.0 % $ 0.64 100.0 % $ 0.64 100.0 % $ 0.64 Per Share Data Basic loss per share is calculated by dividing net 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. Reclassifications The Company changed its prior presentation of cash flows associated with restricted cash accounts from financing activities to operating activities or investing activities in the consolidated statements of cash flows based on the restrictions that permit the cash to be used to pay specific operating expenses such as real estate taxes and insurance or for capital expenditures and improvements. The restrictions arise from certain borrowing agreements and had previously been presented as cash flows from financing activities. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“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 was to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption was not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB deferred the effective date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. In January 2015, the FASB issued updated guidance that eliminates from GAAP the concept of an event or transaction that is unusual in nature and occurs infrequently being treated as an extraordinary item. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Any amendments may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company has adopted the provisions of this guidance for the fiscal year ending December 31, 2015 and determined that there is no impact to the Company's consolidated financial position, results of operations and 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 was permitted, including adoption in an interim period. The Company elected to adopt this guidance effective January 1, 2016. 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. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption was permitted for financial statements that have not previously been issued. The Company elected to adopt this guidance effective January 1, 2016. In the Company's future quarterly and annual filings, beginning with the Company's next quarterly report on Form 10-Q, the adoption of this revised guidance will result in the reclassification of $1.7 million of deferred issuance costs related to the Company's mortgage notes payable from deferred costs, net to mortgage notes payable in the Company's consolidated balance sheet as of December 31, 2015 . In September 2015, the FASB issued an update that eliminates the requirement to adjust provisional amounts from a business combination and the related impact on earnings by restating prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of measurement period adjustments on current and prior periods, including the prior period impact on depreciation, amortization and other income statement items and their related tax effects, to be recognized in the period the adjustment amount is determined. The cumulative adjustment would be reflected within the respective financial statement line items affected. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption was permitted. The Company has elected to adopt the new guidance for the fiscal year ended December 31, 2015. The adoption of this guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows. In January 2016, the FASB issued an update that amends the recognition and measurement of financial instruments. The new guidance revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for most of the amendments in the update. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued an update which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both l essees and lessors. The new guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The revised guidance supersedes previous leasing standards and is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting the new guidance. |
Real Estate Investments
Real Estate Investments | 12 Months Ended |
Dec. 31, 2015 | |
Real Estate [Abstract] | |
Real Estate Investments | Note 3 — Real Estate Investments The Company owned 35 properties, which were acquired for investment purposes, as of December 31, 2015 . The rentable square feet or annualized rental income on a straight-line basis of the three 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, 2015 . 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 contract purchase price of Southroads Shopping Center was $57.8 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 at acquisition, which are reflected in acquisition and transaction related expenses of the consolidated statement of operations and comprehensive loss for the year ended December 31, 2014. 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 contract purchase price of The Shops at West End was $117.1 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 at acquisition, which are reflected in acquisition and transaction related expenses of the consolidated statement of operations and comprehensive loss for the year ended December 31, 2014. During the quarter ended June 30, 2015, the Company settled its contingent consideration arrangement associated with The Shops at West End and recognized a fair value adjustment to contingent purchase price of $13.8 million , which is reflected on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2015. Simultaneously, during the quarter ended June 30, 2015, the Company impaired the contingent-related items that were ascribed value at acquisition and recognized impairment charges of $4.4 million , which is reflected on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2015. During the year ended December 31, 2015 , the Company received proceeds as a return of contingent consideration associated with The Shops at West End of $13.8 million . Patton Creek On August 28, 2015, the Company, through an indirect wholly-owned subsidiary of the OP, closed its acquisition of the fee simple interest in Patton Creek, a power center located in Hoover, Alabama ("Patton Creek"). The seller had no preexisting relationship with the Company. The contract purchase price of Patton Creek was $83.5 million , exclusive of closing costs. The acquisition of Patton Creek was funded with proceeds from the Company's IPO and assumption of an existing mortgage secured by Patton Creek. The Company accounted for the purchase of Patton Creek as a business combination and incurred acquisition related costs of $1.5 million at acquisition, which are reflected in acquisition and transaction related expenses of the consolidated statements of operations and comprehensive loss for the year ended December 31, 2015. The following table presents the allocation of the assets acquired and liabilities assumed during the years ended December 31, 2015 , 2014 and 2013 : Year Ended December 31, (Dollar amounts in thousands) 2015 2014 2013 Real estate investments, at cost: Land $ 118,188 $ 134,146 $ 15,757 Buildings, fixtures and improvements 330,129 411,322 28,834 Total tangible assets 448,317 545,468 44,591 Acquired intangibles: In-place leases 63,217 (1) 102,911 5,305 Above-market lease assets 10,098 (1) 7,609 3,101 Below-market lease liabilities (36,539 ) (1) (48,340 ) (111 ) Below-market ground lease asset — 1,578 — Total intangible real estate investments, net 36,776 63,758 8,295 Land held for sale — — 564 Total assets acquired, net 485,093 609,226 53,450 Mortgage notes payable assumed or used to acquire real estate investments (42,612 ) (24,232 ) (40,875 ) Premiums on mortgage notes payable assumed (4,839 ) (304 ) — Contingent purchase price obligation — (672 ) — Cash paid for acquired real estate investments $ 437,642 $ 584,018 $ 12,575 Number of properties purchased 15 (2) 17 1 _____________________ (1) Weighted-average remaining amortization periods for in-place leases, above-market lease assets and below-market lease liabilities acquired during the year ended December 31, 2015 were 6.7 , 13.0 and 18.5 years , respectively, as of each property's respective acquisition date. (2) On December 12, 2015, the Company purchased additional shop space at Parkside Shopping Center, which was acquired during the year ended December 31, 2014. The acquisition is included in the dollar amounts above, but it is not included as an additional property purchased during the year ended December 31, 2015. The following table presents unaudited pro forma information as if the acquisitions during the year ended December 31, 2015 had been consummated on January 1, 2014 and as if the acquisitions during the year ended December 31, 2014 had been consummated on January 1, 2013 . Additionally, the unaudited pro forma net income was adjusted to reclassify acquisition related expense of $9.8 million from the year ended December 31, 2015 to the year ended December 31, 2014 and to reclassify acquisition related expense of $11.9 million from the year ended December 31, 2014 to the year ended December 31, 2013 (not presented in table below): Year Ended December 31, (In thousands) 2015 (1) 2014 Pro forma revenues $ 132,005 $ 127,651 Pro forma net income $ 5,405 $ 10,358 Basic and diluted pro forma net income per share $ 0.06 $ 0.21 _____________________ (1) For the year ended December 31, 2015 , aggregate revenues and net loss derived from the Company's 2015 acquisitions (for the Company's period of ownership) were $20.7 million and $3.7 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 2016 $ 94,274 2017 89,042 2018 75,672 2019 59,137 2020 47,601 Thereafter 184,792 $ 550,518 No tenant represented 10.0% or greater of consolidated annualized rental income on a straight-line basis for all properties as of December 31, 2015 and 2014 . 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, 2015 and 2014 : December 31, State 2015 2014 Texas 12.4% 14.1% North Carolina 11.6% * Minnesota * 17.0% Florida * 13.4% Oklahoma * 11.2% ____________________________ * State's annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income for all 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, 2015 and 2014 . |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Credit Facility | Note 4 — Credit Facility The Company has entered into a credit facility, that 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, as amended (the "Credit Facility"). Through an uncommitted “accordion feature,” the OP, subject to certain conditions, may increase commitments under the Credit Facility to up to $575.0 million . Borrowings under the Credit Facility, along with cash on hand from the Company’s IPO, have been used to finance acquisitions and for general corporate purposes. As of December 31, 2015 , the Company's unused borrowing capacity was $21.0 million , based on the asset pool availability governed by the Credit Facility. As of December 31, 2015 , the Company had $304.0 million outstanding under the Credit Facility. As of December 31, 2014 , the Company had no outstanding borrowings under the Credit Facility. Borrowings under the 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. As of December 31, 2015 , the weighted average interest rate on the Credit Facility was 1.77% . The Credit Facility requires the Company to pay an unused fee per annum of 0.25% and 0.15% , if the unused balance exceeds, or is equal to or less than, 50.0% of the available facility, respectively. The 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 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 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 wholly-owned subsidiaries and certain wholly-owned subsidiaries of the OP guarantee the obligations under the 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, 2015 , the Company was in compliance with the financial covenants under the Credit Facility. |
Mortgage Notes Payable
Mortgage Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Note 5 — Mortgage Notes Payable The Company's mortgage notes payable as of December 31, 2015 and 2014 consist of the following: Outstanding Loan Amount as of Effective Interest Rate as of December 31, December 31, Portfolio Encumbered Properties 2015 2014 2015 2014 Interest Rate Maturity Date (In thousands) (In thousands) Liberty Crossing 1 $ 11,000 $ 11,000 4.66 % 4.66 % Fixed Jul. 2018 San Pedro Crossing 1 17,985 17,985 3.79 % 3.79 % Fixed Jan. 2018 Tiffany Springs MarketCenter 1 33,802 33,802 3.92 % 3.92 % Fixed (1) Oct. 2018 Shops at Shelby Crossing 1 23,781 24,144 4.97 % 4.97 % Fixed Mar. 2024 Patton Creek 1 42,377 — 5.76 % — % Fixed Dec. 2020 Total 5 $ 128,945 $ 86,931 4.76 % (2) 4.28 % (2) _________________________________ (1) Fixed as a result of entering into a swap agreement. (2) Calculated on a weighted-average basis for all mortgages outstanding as of the dates indicated. The following table summarizes the scheduled aggregate principal payments for the Company's aggregate long-term debt obligations for the five years subsequent to December 31, 2015 : (In thousands) Future Principal Payments on Mortgage Notes Payable Future Principal Payments on Credit Facility Total Future Principal Payments on Long-Term Debt Obligations 2016 $ 1,112 $ — $ 1,112 2017 1,185 — 1,185 2018 64,039 304,000 368,039 2019 1,322 — 1,322 2020 1,306 — 1,306 Thereafter 59,981 — 59,981 $ 128,945 $ 304,000 $ 432,945 The Company's mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of December 31, 2015 , the Company was in compliance with financial covenants under its mortgage notes payable agreements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 6 — 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, 2015 and 2014 , 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, 2015 and 2014 , aggregated by the level in the fair value hierarchy within which those instruments fall: (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total December 31, 2015 Interest rate swap $ — $ (415 ) $ — $ (415 ) December 31, 2014 Interest rate swap $ — $ (332 ) $ — $ (332 ) 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, 2015 or 2014 . There were no transfers into or out of Level 3 of the fair value hierarchy during the years ended December 31, 2015 or 2014 . 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, 2015 December 31, 2015 December 31, 2014 December 31, 2014 Mortgage notes payable and premium, net 3 $ 133,709 $ 134,707 $ 87,223 $ 89,347 Credit Facility 3 $ 304,000 $ 304,000 $ — $ — The fair value of mortgage notes payable is estimated by an independent third party using a discounted cash flow analysis, based on management's estimates of market interest rates. Advances under the Credit Facility are considered to be reported at fair value, because its interest rate varies with changes in LIBOR. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Note 7 — 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 related parties may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. 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 loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2015 , such derivatives were 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 loss 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 $0.3 million will be reclassified from other comprehensive loss as an increase to interest expense. As of December 31, 2015 and 2014 , the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: December 31, 2015 2014 Interest Rate Derivative Number of Instruments Notional Amount Number of Instruments Notional Amount (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, 2015 and 2014 : December 31, (In thousands) Balance Sheet Location 2015 2014 Derivatives designated as hedging instruments: Interest Rate Swap Derivatives, at fair value $ (415 ) $ (332 ) 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, 2015 , 2014 and 2013 . Year Ended December 31, (In thousands) 2015 2014 2013 Amount of (loss) gain recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) $ (576 ) $ (734 ) $ (225 ) Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion) $ (493 ) $ (505 ) $ (127 ) Amount of (loss) gain 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, net to interest expense during the year ended December 31, 2014 , which represented the ineffective portion of the change in fair value of the derivative. There was no net gain or loss recognized for the year ended December 31, 2015 as a result of reclassifications of other comprehensive income and other comprehensive loss, net. There were no such reclassifications during the year ended December 31, 2013 . 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, 2015 and 2014 . 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, 2015 $ (415 ) $ — $ (415 ) $ — $ — $ (415 ) December 31, 2014 $ (332 ) $ — $ (332 ) $ — $ — $ (332 ) 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. As of December 31, 2015 and 2014 , 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, 2015 , 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 $0.5 million . As of December 31, 2015 , 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 $0.5 million at December 31, 2015 . |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common Stock | Note 8 — Common Stock As of December 31, 2015 and 2014 , the Company had 96.9 million and 94.4 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP. 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 equal to $0.0017534247 per day, which is equivalent to $0.64 per annum, 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 adopted the share repurchase program as initially approved (the "Original SRP"), which enabled stockholders to sell their shares to the Company in limited circumstances. The Original SRP permitted investors to sell their shares back to the Company after they had held them for at least one year, subject to the significant conditions and limitations described below. The Original SRP was effective for the entirety of the years ended December 31, 2015 , 2014 and 2013 . Under the Original SRP, shares were repurchased on a quarterly basis. In January 2016, the Company's board of directors unanimously approved the Amended and Restated SRP, effective February 28, 2016, which supersedes and replaces the Original SRP. The Amended and Restated 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. The Company may repurchase shares on a semiannual basis, at each six-month period ending June 30 and December 31. Prior to the NAV Pricing Date, the purchase price per share for requests other than for death or disability under both the Original SRP and the Amended and Restated SRP depends on the length of time investors have held such shares as follows (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations): • 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 the case of requests for death or disability prior to the NAV Pricing Date, the repurchase price per share is equal to the price paid to acquire the shares from the Company. Under the Amended and Restated SRP, the repurchase price per share on and following the NAV Pricing Date for requests other than for death or disability will be as follows: • after one year from the purchase date — 92.5% of the Estimated Per-Share NAV; • after two years from the purchase date — 95.0% of the Estimated Per-Share NAV; • after three years from the purchase date — 97.5% of the Estimated Per-Share NAV; and • after four years from the purchase date — 100.0% of the Estimated Per-Share NAV. In the case of requests for death or disability on and following the NAV Pricing Date, the repurchase price per share will be equal to the Estimated Per-Share NAV at the time of repurchase. The Company intends to publish an Estimated Per-Share NAV as of December 31, 2015 shortly following the filing of this Annual Report on Form 10-K for the year ended December 31, 2015 . In determining Estimated Per-Share NAV, the Company expects to obtain estimated values for all of its properties. The Company was only authorized to repurchase shares pursuant to the Original SRP up to the value of the shares issued under the DRIP and limited the amount spent to repurchase shares in a given quarter to the value of the shares issued under the DRIP in that same quarter. Purchases under the Original SRP by the Company were limited in any calendar year to 5.0% of the number of shares of common stock outstanding on December 31 of the previous calendar year. Under the Amended and Restated SRP, repurchases at each semi-annual period will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuant to the Amended and Restated SRP for any given semiannual period will be limited to proceeds received during that same semiannual period through the issuance of common stock pursuant to the DRIP. 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 and the Amended and Restated SRP. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. 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 share repurchases cumulatively through December 31, 2015 : Number of Shares Repurchased Weighted-Average Price per Share Cumulative repurchases as of December 31, 2012 — $ — Year Ended December 31, 2013 8,674 9.98 Cumulative repurchases as of December 31, 2013 8,674 9.98 Year Ended December 31, 2014 64,818 9.80 Cumulative repurchases as of December 31, 2014 73,492 9.82 Year Ended December 31, 2015 1,281,670 9.46 Cumulative repurchases as of December 31, 2015 (1) 1,355,162 $ 9.48 _____________________ (1) Includes 533,186 shares of accrued repurchase requests with a weighted-average repurchase price per share of $9.43 , which were approved for repurchase as of December 31, 2015 and were completed during the first quarter of 2016 . This $5.0 million liability is included in accounts payable and accrued expenses on the Company's consolidated balance sheet as of December 31, 2015 . There were no other shares requested to be repurchased as of December 31, 2015 . 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 year ended December 31, 2015 , the Company issued 3.7 million shares of common stock with a value of $35.1 million and a par value per share of $0.01 pursuant to the DRIP. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 — Commitments and Contingencies Future Minimum Ground Lease Payments The Company entered into ground 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 2016 $ 504 2017 514 2018 524 2019 535 2020 546 Thereafter 9,376 $ 11,999 Total rental expense was $0.7 million and approximately $20,000 during the years ended December 31, 2015 and 2014 , respectively. There was no rental expense during the year ended December 31, 2013 . 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, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Note 10 — 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, 2015 and 2014 . The Company is the sole general partner and holds substantially all the units of limited partner interest in the OP ("OP Units"). 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. As of December 31, 2015 and 2014 , the Advisor owned 202 OP Units. Fees Paid in Connection with the IPO During the IPO, the Former Dealer Manager was paid fees and compensation in connection with the sale of the Company's common stock. The Former 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 Former 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 Former 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, 2015 , 2014 and 2013 and payable to the Former Dealer Manager as of December 31, 2015 and 2014 : Year Ended December 31, Payable as of December 31, (In thousands) 2015 2014 2013 2015 2014 Total commissions and fees to the Former Dealer Manager $ — $ 81,728 $ 5,711 $ — $ — The Advisor and its affiliates were paid compensation and received expense reimbursements for services relating to the IPO. The Company utilized transfer agent services provided by an affiliate of the Former Dealer Manager . All offering costs relating to the IPO incurred by the Company or entities affiliated with the Advisor or the Former Dealer Manager on behalf of the Company were 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, 2015 , 2014 and 2013 and payable to the Advisor and its affiliates and Former Dealer Manager and its affiliates as of December 31, 2015 and 2014 : Year Ended December 31, Payable as of December 31, (In thousands) 2015 2014 2013 2015 2014 Fees and expense reimbursements to the Advisor and its affiliates and Former Dealer Manager and its affiliates $ — $ 2,854 $ 1,361 $ — $ 1,152 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 would have been 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 and Participations 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. In connection with the asset management services provided by the Advisor, the Company issued to the Advisor an asset management subordinated participation by causing the OP to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted, forfeitable partnership units of the OP designated as "Class B Units." Class B Units are intended to be profit interests 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 of the Company's common stock on a national securities exchange; or (3) another liquidity event; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). Unvested 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. When approved by the board of directors, the Class B Units were issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. The number of Class B Units issued in any quarter was 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 was equal initially to $9.00 (the initial offering price in the IPO minus selling commissions and dealer manager fees). As of December 31, 2015 , the Company could not 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 received 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, 2015 , the Company's board of directors has approved the issuance of and the OP has issued 479,802 Class B Units to the Advisor in connection with this arrangement on a cumulative basis. Effective April 1, 2015: i. for any period commencing on or after April 1, 2015, the Company pays the Advisor or its assignees as compensation for services rendered in connection with the management of the Company’s assets an Asset Management Fee (as defined in the advisory agreement) equal to 0.0625% per month of the Cost of Assets (as defined in the advisory agreement) (or, once the Company begins disclosing net asset value ("NAV") in periodic or current reports filed with the SEC, 0.0625% of the lower of the Cost of Assets and the fair market value of the Company's assets as reported in the applicable periodic or current report filed with the SEC disclosing NAV); ii. such Asset Management Fee is payable monthly in arrears in cash, in shares of common stock, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor; and iii. the Company shall not cause the OP to issue any Class B Units in respect of periods subsequent to March 31, 2015. 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 of its affiliates 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. No such amounts were incurred during the years ended December 31, 2015 , 2014 or 2013 . Effective March 1, 2013, the Company entered into an agreement with the Former 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, were fully amortized as of December 31, 2014. These fees are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss during the periods the services were provided. The Former Dealer Manager and its affiliates also provided 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 periods the services were provided. 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, unless the Company's independent directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, in which case the excess amount may be reimbursed to the Advisor in subsequent periods. 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. During the year ended December 31, 2015 , the Company incurred $1.0 million of reimbursements from the Advisor for providing administrative services. These reimbursements are included in general and administrative expense on the consolidated statements of operations and comprehensive loss. No reimbursements were made to the Advisor for providing administrative services during the years ended December 31, 2014 or 2013 . 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. 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. No general and administrative costs of the Company were absorbed by the Advisor during the year ended December 31, 2015 . The Advisor absorbed $0.3 million and $0.7 million of general and administrative costs of the Company during the years ended December 31, 2014 and 2013 , respectively. No property operating costs were absorbed by the Advisor during the years ended December 31, 2015 and 2014 . The advisor absorbed approximately $41,000 of property operating costs during the year ended December 31, 2013 . 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. The predecessor to the Parent of the Sponsor is a party to a services agreement with RCS Advisory Services, LLC, a subsidiary of the parent company of the Former Dealer Manager (“RCS Advisory”), pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by AR Global with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to the Parent of the Sponsor instructed RCS Advisory to stop providing such services in November 2015, and no services have since been provided by RCS Advisory. The Company is also party to a transfer agency agreement with American National Stock Transfer, LLC, a subsidiary of the parent company of the Former Dealer Manager (“ANST”), pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by a third-party transfer agent. The Parent of the Sponsor received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST Systems, Inc., its previous provider of sub-transfer agency services, to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). The following table details amounts incurred and forgiven during the years ended December 31, 2015 , 2014 and 2013 and amounts contradctually due as of December 31, 2015 and 2014 in connection with the operations related services described above. Amounts below are inclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor's exclusive service agreement with Lincoln: Year Ended December 31, Payable as of December 31, 2015 2014 2013 2015 2014 (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven One-time fees and reimbursements: Acquisition fees and related cost reimbursements $ 7,245 $ — $ 9,214 $ — $ 802 $ — $ — $ — Financing coordination fees (1) 426 — 3,492 — 409 — — — Ongoing fees: Asset management fees 5,487 — — — — 18 — — Property management and leasing fees 5,445 — 1,362 — 455 72 452 249 Professional fees and other reimbursements 4,399 — 1,288 — 276 — 376 777 Strategic advisory fees — — 425 — 495 — — — Distributions on Class B Units 243 — 41 — — — — — Total related party operation fees and reimbursements $ 23,245 $ — $ 15,822 $ — $ 2,437 $ 90 $ 828 $ 1,026 _________________________________ (1) These fees are initially capitalized to deferred costs, net on the consolidated balance sheets and subsequently amortized over the life of the respective instrument to interest expense on the consolidated statements of operations and comprehensive loss. Fees and Participations Paid in Connection with Liquidation or Listing 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. The Company incurred approximately $6,000 of brokerage commissions from the Advisor during the year ended December 31, 2014 . No such fees were incurred during the years ended December 31, 2015 or 2013 . 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 and 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, 2015 , 2014 or 2013 . If the Company's shares of common stock are listed on a national securities exchange, the Advisor will receive a subordinated incentive listing distribution from the OP of 15.0% of the amount by which the Company's 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 and 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 distribution was incurred during the years ended December 31, 2015 , 2014 or 2013 . 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. 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, 2015 | |
Economic Dependency [Abstract] | |
Economic Dependency | Note 11 — 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, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology. 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. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Note 12 — 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 stock options granted to the independent directors under the Plan will be equal to the fair market value, as defined in the Plan, 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, 2015 and December 31, 2014 , 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. For restricted share awards granted prior to 2015, 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 share awards granted during or after 2015 provide for accelerated vesting of the portion of the unvested shares scheduled to vest in the year of the recipient's voluntary termination or the failure to be re-elected to the board. 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, 2015 , 2014 and 2013 : Number of Shares of Restricted Stock Weighted-Average Issue Price Per Share Unvested, December 31, 2012 13,800 $ 9.35 Granted 9,000 9.00 Vested (3,000 ) 9.43 Forfeitures — — Unvested, December 31, 2013 19,800 9.18 Granted 9,000 9.00 Vested (4,800 ) 9.25 Forfeitures (8,400 ) 9.14 Unvested, December 31, 2014 15,600 9.08 Granted 9,000 9.00 Vested (4,800 ) 9.13 Forfeitures (8,400 ) 9.07 Unvested, December 31, 2015 11,400 $ 9.00 As of December 31, 2015 , 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 3.1 years . The fair value of the restricted shares is being expensed in accordance with the service period required. Compensation expense related to restricted stock was approximately $43,000 , $38,000 and $27,000 during the years ended December 31, 2015 , 2014 and 2013 , respectively. Compensation expense related to restricted stock is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss. 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, 2015 2014 2013 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, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13 — 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, 2015 , 2014 and 2013 : Year Ended December 31, 2015 2014 2013 Net loss (in thousands) $ (1,393 ) $ (12,632 ) $ (4,704 ) Basic and diluted weighted-average shares outstanding 96,113,056 49,231,737 3,216,903 Basic and diluted net loss per share $ (0.01 ) $ (0.26 ) $ (1.46 ) Diluted net loss per share assumes the conversion of all common stock equivalents into an equivalent number of common shares, unless the effect is antidilutive. The Company considers unvested restricted stock and OP Units to be common share equivalents. The Company had the following common share equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share as their effect would have been antidilutive for the periods presented: Year Ended December 31, 2015 2014 2013 Shares of unvested restricted stock (1) 15,473 21,827 17,214 OP Units 202 202 202 Class B Units (2) 393,225 63,896 — Total common stock equivalents 408,900 85,925 17,416 _____________________ (1) Weighted-average number of shares of unvested restricted stock outstanding for the periods presented. There were 11,400 , 15,600 and 19,800 shares of unvested restricted stock outstanding as of December 31, 2015 , 2014 and 2013 , respectively. (2) Weighted-average number of issued and unvested Class B Units for the periods outstanding. As of December 31, 2015 and 2014 , the Company's board of directors had approved the issuance of 479,802 and 169,992 Class B Units, respectively. No Class B Units had been approved for issuance as of December 31, 2013 . |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Note 14 – Quarterly Results (Unaudited) Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2015 , 2014 and 2013 : Quarters Ended (In thousands, except share and per share data) March 31, June 30, September 30, December 31, Total revenues $ 21,095 $ 22,648 $ 27,888 $ 33,547 Net income (loss) $ 46 $ 4,999 $ (6,108 ) $ (330 ) Basic weighted-average shares outstanding 95,040,086 95,915,695 96,400,048 97,070,924 Basic net income (loss) per share $ 0.00 $ 0.05 $ (0.06 ) $ 0.00 Diluted weighted-average shares outstanding 95,040,288 95,929,948 96,400,048 97,070,924 Diluted net income (loss) per share $ 0.00 $ 0.05 $ (0.06 ) $ 0.00 Quarters Ended (In thousands, except share and per share data) March 31, June 30, September 30, December 31, 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, 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, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 — 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: Sponsor Transaction In January 2016, AR Global became the successor business to AR Capital, LLC and became the parent of the Company's current Sponsor. RCS Capital Corporation Bankruptcy RCS Capital Corporation, the parent company of the Former Dealer Manager and certain of its affiliates that provided the Company with services, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was also under common control with the Parent of the Sponsor. Amended and Restated SRP In January 2016, the Company's board of directors unanimously approved the Amended & Restated SRP, effective February 28, 2016, which supersedes and replaces the Original SRP. Under the Amended and Restated SRP, the Company may repurchase shares on a semiannual basis, at each six-month period ending June 30 and December 31. The repurchase price per share on and following the NAV Pricing Date for requests other than for death or disability will be as follows: • after one year from the purchase date — 92.5% of the Estimated Per-Share NAV; • after two years from the purchase date — 95.0% of the Estimated Per-Share NAV; • after three years from the purchase date — 97.5% of the Estimated Per-Share NAV; and • after four years from the purchase date — 100.0% of the Estimated Per-Share NAV. In the case of requests for death or disability on and following the NAV Pricing Date, the repurchase price per share will be equal to the Estimated Per-Share NAV at the time of repurchase. Under the Amended and Restated SRP, repurchases at each semi-annual period will be limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuant to the Amended and Restated SRP for any given semiannual period will be limited to proceeds received during that same semiannual period through the issuance of common stock pursuant to the DRIP. American National Stock Transfer, LLC Termination On February 10, 2016, the Parent of the Sponsor received written notice from ANST, the Company's transfer agent and an affiliate of the Company's Former Dealer Manager, that it would wind down operations by the end of the month. ANST withdrew as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST Systems, Inc., its previous provider of sub-transfer agency services, to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). |
Schedule III Real Estate and Ac
Schedule III Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2015 | |
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 Date Encumbrances at December 31, 2015 Land Building and Improvements Land Building and Improvements Gross Amount Carried at December 31, 2015 (2) (3) (4) Accumulated Depreciation (5) (6) Liberty Crossing TX 6/8/2012 $ 11,000 $ 2,887 $ 17,084 $ — $ 329 $ 19,964 $ (2,887 ) San Pedro Crossing TX 12/21/2012 17,985 9,548 16,873 — 817 26,530 (3,401 ) Tiffany Springs MarketCenter MO 9/26/2013 33,802 15,757 28,834 — 1,666 45,855 (4,082 ) The Streets of West Chester OH 4/3/2014 — (1) 11,812 25,946 — — 36,276 (1,364 ) Prairie Towne Center IL 6/4/2014 — (1) 11,033 11,185 — — 22,218 (572 ) Southway Shopping Center TX 6/6/2014 — (1) 10,330 17,908 — 6 28,244 (793 ) Stirling Slidell Centre LA 8/8/2014 — (1) 3,517 10,067 — 10 13,594 (452 ) Northwoods Marketplace SC 8/15/2014 — (1) 12,886 19,853 — 100 32,840 (838 ) Centennial Plaza OK 8/27/2014 — (1) 3,538 21,405 — — 24,943 (808 ) Northlake Commons NC 9/4/2014 — (1) 16,930 12,729 — 286 29,945 (569 ) Shops at Shelby Crossing FL 9/5/2014 23,781 4,575 21,396 — 583 26,054 (1,090 ) Shoppes of West Melbourne FL 9/18/2014 — (1) 3,546 12,528 — 1,225 17,299 (502 ) The Centrum NC 9/29/2014 — (1) 11,530 21,182 — 261 32,973 (835 ) Shoppes at Wyomissing PA 10/16/2014 — (1) 3,406 21,207 — 895 25,507 (776 ) Southroads Shopping Center OK 10/29/2014 — (1) 6,770 46,543 — 359 53,672 (1,436 ) Parkside Shopping Center KY 11/12/2014 — (1) 11,537 17,903 — 355 29,795 (811 ) West Lake Crossing TX 11/20/2014 — (1) 2,082 9,981 — 107 12,170 (343 ) Colonial Landing FL 12/18/2014 — (1) — 32,821 — 26 32,847 (898 ) The Shops at West End MN 12/23/2014 — (1) 12,799 76,727 — 1,456 90,982 (2,088 ) Township Marketplace PA 12/23/2014 — (1) 7,855 31,941 — — 39,796 (884 ) Cross Pointe Centre NC 3/25/2015 — 7,866 15,218 — — 23,084 (342 ) Towne Centre Plaza TX 4/10/2015 — 3,149 10,598 — — 13,747 (234 ) Harlingen Corners TX 5/7/2015 — 12,661 13,052 — 111 25,824 (269 ) Village at Quail Springs OK 6/17/2015 — 2,338 9,035 — — 11,373 (132 ) Pine Ridge Plaza KS 6/17/2015 — 13,688 17,873 — — 31,560 (261 ) Bison Hollow MI 6/17/2015 — 4,150 14,044 — — 18,194 (195 ) Jefferson Commons KY 6/26/2015 — 4,992 28,591 — 200 33,782 (423 ) Northpark Center OH 6/29/2015 — 9,487 23,018 — — 32,505 (338 ) Anderson Station SC 7/28/2015 — 4,968 22,763 — — 27,731 (303 ) Patton Creek AL 8/28/2015 42,377 14,764 62,519 — — 77,283 (618 ) North Lakeland Plaza FL 9/22/2015 — 2,076 9,605 — 304 11,986 (73 ) Initial Costs Costs Capitalized Subsequent to Acquisition Property State Acquisition Date Encumbrances at December 31, 2015 Land Building and Improvements Land Building and Improvements Gross Amount Carried at December 31, 2015 (2) (3) (4) Accumulated Depreciation (5) (6) Riverbend Marketplace NC 9/25/2015 — 4,908 16,716 — — 21,624 (123 ) Montecito Crossing NV 9/29/2015 — 16,313 33,680 — — 49,993 (232 ) Best on the Boulevard NV 9/29/2015 — 10,223 27,210 — — 37,433 (184 ) Shops at RiverGate South NC 9/30/2015 — 5,073 24,602 — 125 29,800 (183 ) Parkside Shopping Center - Additional Space KY 12/23/2015 — (1) 1,532 1,606 — — 3,138 — $ 128,945 $ 280,526 $ 804,243 $ — $ 9,221 $ 1,090,561 $ (29,339 ) ________________ (1) These unencumbered properties collateralize a credit facility of up to $325.0 million , which had $304.0 million of outstanding borrowings as of December 31, 2015 . (2) Acquired intangible lease assets allocated to individual properties in the amount of $192.5 million are not reflected in the table above. (3) The tax basis of aggregate land, buildings and improvements as of December 31, 2015 is $1.2 billion . (4) Gross amount carried is net of tenant improvement dispositions of $1.4 million due to tenant lease expirations. (5) The accumulated depreciation column excludes $38.9 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, 2015 , 2014 and 2013 : Year Ended December 31, 2015 2014 2013 Real estate investments, at cost: Balance at beginning of year $ 637,641 $ 90,894 $ 46,392 Acquisitions 448,318 545,467 44,591 Additions 6,817 2,239 165 Disposals (2,215 ) (959 ) (254 ) Balance at end of the year $ 1,090,561 $ 637,641 $ 90,894 Accumulated depreciation and amortization: Balance at beginning of year $ 9,417 $ 3,519 $ 657 Depreciation expense 20,155 6,857 3,116 Disposals (233 ) (959 ) (254 ) Balance at end of the year $ 29,339 $ 9,417 $ 3,519 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 and fair value measurements, as applicable. |
Real Estate Investments | Real estate investments that are intended to be sold are 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. Real estate investments are no longer depreciated when they are classified as held for sale. If the disposal, or intended disposal, of certain real estate investments represents a strategic shift that has had or will have a major effect on the Company's operations and financial results, the operations of such real estate investments would be presented as discontinued operations in the consolidated statements of operations and comprehensive loss for all applicable periods. 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 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 and funds in overnight repurchase agreements, in which excess funds over an established threshold are 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, real estate taxes and insurance, 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 to interest expense 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, acquisition date is considered to be the commencement date for 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 included all expenses incurred in connection with the Company's IPO. Offering costs (other than selling commissions and the dealer manager fee) included costs that were paid by the Advisor, the Former Dealer Manager or their affiliates on behalf of the Company. These costs included but were not limited to (i) legal, accounting, printing, mailing, and filing fees; (ii) escrow related fees; (iii) reimbursement of the Former Dealer Manager for amounts it paid 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 that were 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 exceeded 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 did 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 (the "Code"), commencing with the taxable year ended December 31, 2012. Commencing with such taxable year, the Company has been organized and has operated in a manner so that it qualifies for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner, but no assurance can be given that the Company will operate in a manner so as to remain qualified as a REIT. In order to 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 (which does not equal net income as calculated in accordance with GAAP) determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on that portion of our REIT taxable income that we distribute to our stockholders. 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. Further, the Company has taxable REIT subsidiaries, which are set up to conduct activities that cannot otherwise be conducted by a REIT, and are subject to corporate income tax. 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 maintain the Company's status as a REIT under the Code. |
Per Share Data | Per Share Data Basic loss per share is calculated by dividing net 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. |
Reclassifications | Reclassifications The Company changed its prior presentation of cash flows associated with restricted cash accounts from financing activities to operating activities or investing activities in the consolidated statements of cash flows based on the restrictions that permit the cash to be used to pay specific operating expenses such as real estate taxes and insurance or for capital expenditures and improvements. The restrictions arise from certain borrowing agreements and had previously been presented as cash flows from financing activities. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“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 was to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption was not permitted under GAAP. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB deferred the effective date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. In January 2015, the FASB issued updated guidance that eliminates from GAAP the concept of an event or transaction that is unusual in nature and occurs infrequently being treated as an extraordinary item. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Any amendments may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company has adopted the provisions of this guidance for the fiscal year ending December 31, 2015 and determined that there is no impact to the Company's consolidated financial position, results of operations and 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 was permitted, including adoption in an interim period. The Company elected to adopt this guidance effective January 1, 2016. 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. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption was permitted for financial statements that have not previously been issued. The Company elected to adopt this guidance effective January 1, 2016. In the Company's future quarterly and annual filings, beginning with the Company's next quarterly report on Form 10-Q, the adoption of this revised guidance will result in the reclassification of $1.7 million of deferred issuance costs related to the Company's mortgage notes payable from deferred costs, net to mortgage notes payable in the Company's consolidated balance sheet as of December 31, 2015 . In September 2015, the FASB issued an update that eliminates the requirement to adjust provisional amounts from a business combination and the related impact on earnings by restating prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of measurement period adjustments on current and prior periods, including the prior period impact on depreciation, amortization and other income statement items and their related tax effects, to be recognized in the period the adjustment amount is determined. The cumulative adjustment would be reflected within the respective financial statement line items affected. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption was permitted. The Company has elected to adopt the new guidance for the fiscal year ended December 31, 2015. The adoption of this guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows. In January 2016, the FASB issued an update that amends the recognition and measurement of financial instruments. The new guidance revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for most of the amendments in the update. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued an update which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both l essees and lessors. The new guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The revised guidance supersedes previous leasing standards and is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting the new guidance. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Intangible Assets and Goodwill | Acquired intangible assets and lease liabilities consist of the following as of December 31, 2015 and 2014 : December 31, 2015 December 31, 2014 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 168,293 $ 34,298 $ 133,995 $ 112,997 $ 7,949 $ 105,048 Above-market leases 22,583 4,547 18,036 12,569 1,751 10,818 Below-market ground lease 1,578 39 1,539 1,578 — 1,578 Total acquired intangible lease assets $ 192,454 $ 38,884 $ 153,570 $ 127,144 $ 9,700 $ 117,444 Intangible liabilities: Below-market lease liabilities $ 84,837 $ 6,734 $ 78,103 $ 49,315 $ 1,202 $ 48,113 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the projected amortization expense and adjustments to revenue and property operating expense for intangible assets and liabilities for the next five years: (in thousands) 2016 2017 2018 2019 2020 In-place leases $ 32,453 $ 27,608 $ 20,567 $ 14,044 $ 9,523 Total to be added to depreciation and amortization $ 32,453 $ 27,608 $ 20,567 $ 14,044 $ 9,523 Above-market lease assets $ (3,631 ) $ (3,437 ) $ (2,571 ) $ (1,742 ) $ (1,134 ) Below-market lease liabilities 6,728 6,349 5,753 5,215 4,718 Total to be added to (deducted from) rental income $ 3,097 $ 2,912 $ 3,182 $ 3,473 $ 3,584 Below-market ground lease asset $ 39 $ 39 $ 39 $ 39 $ 39 Total to be added to property operating expense $ 39 $ 39 $ 39 $ 39 $ 39 |
Summary of Distributions | The following table details from a U.S. federal income tax perspective, the portion of distributions classified as return of capital and ordinary dividend income, per share per annum, for the years ended December 31, 2015 , 2014 and 2013 : Year Ended December 31, 2015 2014 2013 Return of capital 64.1 % $ 0.41 88.7 % $ 0.57 4.6 % $ 0.03 Ordinary dividend income 35.9 % 0.23 11.3 % 0.07 95.4 % 0.61 Total 100.0 % $ 0.64 100.0 % $ 0.64 100.0 % $ 0.64 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , 2014 and 2013 : Year Ended December 31, (Dollar amounts in thousands) 2015 2014 2013 Real estate investments, at cost: Land $ 118,188 $ 134,146 $ 15,757 Buildings, fixtures and improvements 330,129 411,322 28,834 Total tangible assets 448,317 545,468 44,591 Acquired intangibles: In-place leases 63,217 (1) 102,911 5,305 Above-market lease assets 10,098 (1) 7,609 3,101 Below-market lease liabilities (36,539 ) (1) (48,340 ) (111 ) Below-market ground lease asset — 1,578 — Total intangible real estate investments, net 36,776 63,758 8,295 Land held for sale — — 564 Total assets acquired, net 485,093 609,226 53,450 Mortgage notes payable assumed or used to acquire real estate investments (42,612 ) (24,232 ) (40,875 ) Premiums on mortgage notes payable assumed (4,839 ) (304 ) — Contingent purchase price obligation — (672 ) — Cash paid for acquired real estate investments $ 437,642 $ 584,018 $ 12,575 Number of properties purchased 15 (2) 17 1 _____________________ (1) Weighted-average remaining amortization periods for in-place leases, above-market lease assets and below-market lease liabilities acquired during the year ended December 31, 2015 were 6.7 , 13.0 and 18.5 years , respectively, as of each property's respective acquisition date. (2) On December 12, 2015, the Company purchased additional shop space at Parkside Shopping Center, which was acquired during the year ended December 31, 2014. The acquisition is included in the dollar amounts above, but it is not included as an additional property purchased during the year ended December 31, 2015. |
Pro Forma Revenue and Income (Losses) Disclosure | he following table presents unaudited pro forma information as if the acquisitions during the year ended December 31, 2015 had been consummated on January 1, 2014 and as if the acquisitions during the year ended December 31, 2014 had been consummated on January 1, 2013 . Additionally, the unaudited pro forma net income was adjusted to reclassify acquisition related expense of $9.8 million from the year ended December 31, 2015 to the year ended December 31, 2014 and to reclassify acquisition related expense of $11.9 million from the year ended December 31, 2014 to the year ended December 31, 2013 (not presented in table below): Year Ended December 31, (In thousands) 2015 (1) 2014 Pro forma revenues $ 132,005 $ 127,651 Pro forma net income $ 5,405 $ 10,358 Basic and diluted pro forma net income per share $ 0.06 $ 0.21 _____________________ (1) For the year ended December 31, 2015 , aggregate revenues and net loss derived from the Company's 2015 acquisitions (for the Company's period of ownership) were $20.7 million and $3.7 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 2016 $ 94,274 2017 89,042 2018 75,672 2019 59,137 2020 47,601 Thereafter 184,792 $ 550,518 The Company entered into ground 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 2016 $ 504 2017 514 2018 524 2019 535 2020 546 Thereafter 9,376 $ 11,999 |
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, 2015 and 2014 : December 31, State 2015 2014 Texas 12.4% 14.1% North Carolina 11.6% * Minnesota * 17.0% Florida * 13.4% Oklahoma * 11.2% ____________________________ * State's annualized rental income on a straight-line basis was not greater than or equal to 10.0% of consolidated annualized rental income for all properties as of the date specified. |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgage Notes Payable | The Company's mortgage notes payable as of December 31, 2015 and 2014 consist of the following: Outstanding Loan Amount as of Effective Interest Rate as of December 31, December 31, Portfolio Encumbered Properties 2015 2014 2015 2014 Interest Rate Maturity Date (In thousands) (In thousands) Liberty Crossing 1 $ 11,000 $ 11,000 4.66 % 4.66 % Fixed Jul. 2018 San Pedro Crossing 1 17,985 17,985 3.79 % 3.79 % Fixed Jan. 2018 Tiffany Springs MarketCenter 1 33,802 33,802 3.92 % 3.92 % Fixed (1) Oct. 2018 Shops at Shelby Crossing 1 23,781 24,144 4.97 % 4.97 % Fixed Mar. 2024 Patton Creek 1 42,377 — 5.76 % — % Fixed Dec. 2020 Total 5 $ 128,945 $ 86,931 4.76 % (2) 4.28 % (2) _________________________________ (1) Fixed as a result of entering into a swap agreement. (2) Calculated on a weighted-average basis for all mortgages outstanding as of the dates indicated. |
Schedule of Aggregate Principal Payments of Mortgages | The following table summarizes the scheduled aggregate principal payments for the Company's aggregate long-term debt obligations for the five years subsequent to December 31, 2015 : (In thousands) Future Principal Payments on Mortgage Notes Payable Future Principal Payments on Credit Facility Total Future Principal Payments on Long-Term Debt Obligations 2016 $ 1,112 $ — $ 1,112 2017 1,185 — 1,185 2018 64,039 304,000 368,039 2019 1,322 — 1,322 2020 1,306 — 1,306 Thereafter 59,981 — 59,981 $ 128,945 $ 304,000 $ 432,945 |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014 , aggregated by the level in the fair value hierarchy within which those instruments fall: (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total December 31, 2015 Interest rate swap $ — $ (415 ) $ — $ (415 ) December 31, 2014 Interest rate swap $ — $ (332 ) $ — $ (332 ) |
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, 2015 December 31, 2015 December 31, 2014 December 31, 2014 Mortgage notes payable and premium, net 3 $ 133,709 $ 134,707 $ 87,223 $ 89,347 Credit Facility 3 $ 304,000 $ 304,000 $ — $ — |
Derivatives and Hedging Activ28
Derivatives and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) | As of December 31, 2015 and 2014 , the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: December 31, 2015 2014 Interest Rate Derivative Number of Instruments Notional Amount Number of Instruments Notional Amount (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, 2015 and 2014 : December 31, (In thousands) Balance Sheet Location 2015 2014 Derivatives designated as hedging instruments: Interest Rate Swap Derivatives, at fair value $ (415 ) $ (332 ) |
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, 2015 , 2014 and 2013 . Year Ended December 31, (In thousands) 2015 2014 2013 Amount of (loss) gain recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) $ (576 ) $ (734 ) $ (225 ) Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion) $ (493 ) $ (505 ) $ (127 ) Amount of (loss) gain 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, net to interest expense during the year ended December 31, 2014 , which represented the ineffective portion of the change in fair value of the derivative. There was no net gain or loss recognized for the year ended December 31, 2015 as a result of reclassifications of other comprehensive income and other comprehensive loss, net. There were no such reclassifications during the year ended December 31, 2013 . |
Offsetting Assets | 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, 2015 $ (415 ) $ — $ (415 ) $ — $ — $ (415 ) December 31, 2014 $ (332 ) $ — $ (332 ) $ — $ — $ (332 ) |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Share Repurchases | 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 share repurchases cumulatively through December 31, 2015 : Number of Shares Repurchased Weighted-Average Price per Share Cumulative repurchases as of December 31, 2012 — $ — Year Ended December 31, 2013 8,674 9.98 Cumulative repurchases as of December 31, 2013 8,674 9.98 Year Ended December 31, 2014 64,818 9.80 Cumulative repurchases as of December 31, 2014 73,492 9.82 Year Ended December 31, 2015 1,281,670 9.46 Cumulative repurchases as of December 31, 2015 (1) 1,355,162 $ 9.48 _____________________ (1) Includes 533,186 shares of accrued repurchase requests with a weighted-average repurchase price per share of $9.43 , which were approved for repurchase as of December 31, 2015 and were completed during the first quarter of 2016 . This $5.0 million liability is included in accounts payable and accrued expenses on the Company's consolidated balance sheet as of December 31, 2015 . There were no other shares requested to be repurchased as of December 31, 2015 . |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 2016 $ 94,274 2017 89,042 2018 75,672 2019 59,137 2020 47,601 Thereafter 184,792 $ 550,518 The Company entered into ground 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 2016 $ 504 2017 514 2018 524 2019 535 2020 546 Thereafter 9,376 $ 11,999 |
Related Party Transactions an31
Related Party Transactions and Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , 2014 and 2013 and payable to the Former Dealer Manager as of December 31, 2015 and 2014 : Year Ended December 31, Payable as of December 31, (In thousands) 2015 2014 2013 2015 2014 Total commissions and fees to the Former Dealer Manager $ — $ 81,728 $ 5,711 $ — $ — |
Schedule Of Offering Costs Reimbursements to Related Party | The following table details offering costs and reimbursements incurred during the years ended December 31, 2015 , 2014 and 2013 and payable to the Advisor and its affiliates and Former Dealer Manager and its affiliates as of December 31, 2015 and 2014 : Year Ended December 31, Payable as of December 31, (In thousands) 2015 2014 2013 2015 2014 Fees and expense reimbursements to the Advisor and its affiliates and Former Dealer Manager and its affiliates $ — $ 2,854 $ 1,361 $ — $ 1,152 |
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, 2015 , 2014 and 2013 and amounts contradctually due as of December 31, 2015 and 2014 in connection with the operations related services described above. Amounts below are inclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor's exclusive service agreement with Lincoln: Year Ended December 31, Payable as of December 31, 2015 2014 2013 2015 2014 (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven One-time fees and reimbursements: Acquisition fees and related cost reimbursements $ 7,245 $ — $ 9,214 $ — $ 802 $ — $ — $ — Financing coordination fees (1) 426 — 3,492 — 409 — — — Ongoing fees: Asset management fees 5,487 — — — — 18 — — Property management and leasing fees 5,445 — 1,362 — 455 72 452 249 Professional fees and other reimbursements 4,399 — 1,288 — 276 — 376 777 Strategic advisory fees — — 425 — 495 — — — Distributions on Class B Units 243 — 41 — — — — — Total related party operation fees and reimbursements $ 23,245 $ — $ 15,822 $ — $ 2,437 $ 90 $ 828 $ 1,026 _________________________________ (1) These fees are initially capitalized to deferred costs, net on the consolidated balance sheets and subsequently amortized over the life of the respective instrument to interest expense on the consolidated statements of operations and comprehensive loss. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , 2014 and 2013 : Number of Shares of Restricted Stock Weighted-Average Issue Price Per Share Unvested, December 31, 2012 13,800 $ 9.35 Granted 9,000 9.00 Vested (3,000 ) 9.43 Forfeitures — — Unvested, December 31, 2013 19,800 9.18 Granted 9,000 9.00 Vested (4,800 ) 9.25 Forfeitures (8,400 ) 9.14 Unvested, December 31, 2014 15,600 9.08 Granted 9,000 9.00 Vested (4,800 ) 9.13 Forfeitures (8,400 ) 9.07 Unvested, December 31, 2015 11,400 $ 9.00 |
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, 2015 2014 2013 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, 2015 | |
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, 2015 , 2014 and 2013 : Year Ended December 31, 2015 2014 2013 Net loss (in thousands) $ (1,393 ) $ (12,632 ) $ (4,704 ) Basic and diluted weighted-average shares outstanding 96,113,056 49,231,737 3,216,903 Basic and diluted net loss per share $ (0.01 ) $ (0.26 ) $ (1.46 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company had the following common share equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share as their effect would have been antidilutive for the periods presented: Year Ended December 31, 2015 2014 2013 Shares of unvested restricted stock (1) 15,473 21,827 17,214 OP Units 202 202 202 Class B Units (2) 393,225 63,896 — Total common stock equivalents 408,900 85,925 17,416 _____________________ (1) Weighted-average number of shares of unvested restricted stock outstanding for the periods presented. There were 11,400 , 15,600 and 19,800 shares of unvested restricted stock outstanding as of December 31, 2015 , 2014 and 2013 , respectively. (2) Weighted-average number of issued and unvested Class B Units for the periods outstanding. As of December 31, 2015 and 2014 , the Company's board of directors had approved the issuance of 479,802 and 169,992 Class B Units, respectively. No Class B Units had been approved for issuance as of December 31, 2013 . |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , 2014 and 2013 : Quarters Ended (In thousands, except share and per share data) March 31, June 30, September 30, December 31, Total revenues $ 21,095 $ 22,648 $ 27,888 $ 33,547 Net income (loss) $ 46 $ 4,999 $ (6,108 ) $ (330 ) Basic weighted-average shares outstanding 95,040,086 95,915,695 96,400,048 97,070,924 Basic net income (loss) per share $ 0.00 $ 0.05 $ (0.06 ) $ 0.00 Diluted weighted-average shares outstanding 95,040,288 95,929,948 96,400,048 97,070,924 Diluted net income (loss) per share $ 0.00 $ 0.05 $ (0.06 ) $ 0.00 Quarters Ended (In thousands, except share and per share data) March 31, June 30, September 30, December 31, 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, 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 ) |
Organization (Details)
Organization (Details) $ / shares in Units, ft² in Millions, $ in Millions | 65 Months Ended | |||
Dec. 31, 2015USD ($)ft²property$ / sharesshares | Dec. 31, 2014$ / sharesshares | Sep. 22, 2014USD ($) | Mar. 17, 2011$ / sharesshares | |
Class of Stock [Line Items] | ||||
Number of real estate properties | property | 35 | |||
Total real estate investments, at cost | $ | $ 1,200 | |||
Square Feet | ft² | 7.5 | |||
Occupancy rate | 95.10% | |||
Common stock, par value, in dollars per share | $ 0.01 | $ 0.01 | ||
Additional shares authorized under DRIP program (in shares) | $ | $ 25 | |||
Common stock, shares outstanding (in shares) | shares | 96,866,152 | 94,448,748 | ||
Proceeds from sale of stock | $ | $ 961.7 | |||
Minimum | ||||
Class of Stock [Line Items] | ||||
Required occupancy rate for acquisition targets | 80.00% | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares available for issuance under initial public offering, shares | shares | 150,000,000 | |||
Common stock, par value, in dollars per share | $ 0.01 | |||
Shares issued or available for issuance under initial public offering, price per share | 10 | |||
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 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ||||
Land held for sale | $ 500,000 | $ 0 | ||
Buildings useful life | 40 years | |||
Land improvements, useful life | 15 years | |||
Fixtures useful life | 5 years | |||
Cash and cash equivalents | $ 40,033,000 | 170,963,000 | $ 13,295,000 | $ 278,000 |
Cash in excess of FDIC limit | 39,000,000 | 170,200,000 | ||
Deferred costs, net | 9,063,000 | 8,117,000 | ||
Deferred finance costs | 6,400,000 | 7,500,000 | ||
Deferred leasing costs | $ 2,700,000 | 600,000 | ||
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 | $ 29,500,000 | 7,200,000 | 2,100,000 | |
Rental Income | Above and Below Market Leases | ||||
Class of Stock [Line Items] | ||||
Amortization | 3,300,000 | (200,000) | (400,000) | |
Property Operating Expense | ||||
Class of Stock [Line Items] | ||||
Amortization of below market leases | 39,000 | $ 0 | $ 0 | |
New Accounting Pronouncement, Early Adoption, Effect | Mortgage Notes Payable | ||||
Class of Stock [Line Items] | ||||
Deferred finance costs | 1,700,000 | |||
New Accounting Pronouncement, Early Adoption, Effect | Deferred Costs, Net | ||||
Class of Stock [Line Items] | ||||
Deferred finance costs | $ (1,700,000) |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Intangible Assets Table) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 192,454 | $ 127,144 |
Accumulated amortization intangibles | 38,884 | 9,700 |
Total intangible assets, net | 153,570 | 117,444 |
Below Market Lease, Gross | 84,837 | 49,315 |
Accumulated amortization | 6,734 | 1,202 |
Below-market lease liabilities, net | 78,103 | 48,113 |
In-place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 168,293 | 112,997 |
Accumulated amortization intangibles | 34,298 | 7,949 |
Total intangible assets, net | 133,995 | 105,048 |
Above-market leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,583 | 12,569 |
Accumulated amortization intangibles | 4,547 | 1,751 |
Total intangible assets, net | 18,036 | 10,818 |
Below Market Ground Lease | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,578 | 1,578 |
Accumulated amortization intangibles | 39 | 0 |
Total intangible assets, net | $ 1,539 | $ 1,578 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Future Amortization of Intangibles Table) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Depreciation and Amortization | In-place leases | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,016 | $ 32,453 |
2,017 | 27,608 |
2,018 | 20,567 |
2,019 | 14,044 |
2,020 | 9,523 |
Rental Income | |
Below Market Lease | |
2,016 | 3,097 |
2,017 | 2,912 |
2,018 | 3,182 |
2,019 | 3,473 |
2,020 | 3,584 |
Rental Income | Above-market lease assets | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,016 | 3,631 |
2,017 | 3,437 |
2,018 | 2,571 |
2,019 | 1,742 |
2,020 | 1,134 |
Rental Income | Below-market lease liabilities | |
Below Market Lease | |
2016 - Below Market Lease | 6,728 |
2017 - Below Market Lease | 6,349 |
2018 - Below Market Lease | 5,753 |
2019 - Below Market Lease | 5,215 |
2020 - Below Market Lease | 4,718 |
Property Operating Expense | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,016 | 39 |
2,017 | 39 |
2,018 | 39 |
2,019 | 39 |
2,020 | 39 |
Property Operating Expense | Below Market Ground Lease | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,016 | 39 |
2,017 | 39 |
2,018 | 39 |
2,019 | 39 |
2,020 | $ 39 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Distributions) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Dividends Payable [Line Items] | |||
Distributions, percent | 100.00% | 100.00% | 100.00% |
Distributions (in usd per share) | $ 0.64 | $ 0.64 | $ 0.64 |
Return of Capital | |||
Dividends Payable [Line Items] | |||
Distributions, percent | 64.10% | 88.70% | 4.60% |
Distributions (in usd per share) | $ 0.41 | $ 0.57 | $ 0.03 |
Ordinary Dividend Income | |||
Dividends Payable [Line Items] | |||
Distributions, percent | 35.90% | 11.30% | 95.40% |
Distributions (in usd per share) | $ 0.23 | $ 0.07 | $ 0.61 |
Real Estate Investments (Narrat
Real Estate Investments (Narrative) (Details) $ in Thousands | Aug. 28, 2015USD ($) | Dec. 23, 2014USD ($) | Oct. 29, 2014USD ($) | Dec. 31, 2015USD ($)property | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Business Acquisition [Line Items] | ||||||
Number of real estate properties | property | 35 | |||||
Number of properties representing more than 5% of total portfolio | property | 3 | |||||
Acquisition and transaction related | $ 9,783 | $ 11,891 | $ 978 | |||
Fair value adjustments to contingent purchase price consideration | 13,695 | 672 | 0 | |||
Proceeds from contingent purchase price consideration | (15,116) | 0 | $ 0 | |||
Southroads Shopping Center | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 57,800 | |||||
The Shops at West End | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 117,100 | |||||
Fair value adjustments to contingent purchase price consideration | 13,800 | |||||
Impairment of contingent consideration asset | 4,400 | |||||
Proceeds from contingent purchase price consideration | 13,800 | |||||
Patton Creek | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 83,500 | |||||
Acquisition and Transaction Related Line Items [Member] | Southroads Shopping Center | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition and transaction related | $ 1,000 | |||||
Acquisition and Transaction Related Line Items [Member] | The Shops at West End | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition and transaction related | $ 1,900 | |||||
Acquisition and Transaction Related Line Items [Member] | Patton Creek | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition and transaction related | $ 1,500 | |||||
Scenario, Adjustment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Reclassified acquisition related expense | $ 9,800 | $ 11,900 |
Real Estate Investments (Schedu
Real Estate Investments (Schedule of Assets and Liabilities Assumed) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)property | Dec. 31, 2014USD ($)property | Dec. 31, 2013USD ($)property | |
Land | |||
Land | $ 118,188 | $ 134,146 | $ 15,757 |
Buildings, fixtures and improvements | 330,129 | 411,322 | 28,834 |
Total tangible real estate investments | 448,317 | 545,468 | 44,591 |
Acquired intangibles: | 36,776 | 63,758 | 8,295 |
Below-market lease liabilities | (36,539) | (48,340) | (111) |
Land held for sale | 0 | 0 | 564 |
Total assets acquired, net | 485,093 | 609,226 | 53,450 |
Mortgage notes payable assumed or used to acquire real estate investments | (42,612) | (24,232) | (40,875) |
Premium on mortgage note payable assumed | (4,839) | (304) | 0 |
Contingent purchase price obligation | 0 | (672) | 0 |
Cash paid for acquired real estate investments | $ 437,642 | $ 584,018 | $ 12,575 |
Number of properties purchased | property | 15 | 17 | 1 |
In-place leases | |||
Land | |||
Acquired intangibles: | $ 63,217 | $ 102,911 | $ 5,305 |
Amortization period | 6 years 8 months 17 days | ||
Above-market lease assets | |||
Land | |||
Acquired intangibles: | $ 10,098 | 7,609 | 3,101 |
Amortization period | 13 years 9 days | ||
Below Market Ground Lease | |||
Land | |||
Acquired intangibles: | $ 0 | $ 1,578 | $ 0 |
Below-market lease liabilities | |||
Land | |||
Amortization period | 18 years 5 months 29 days |
Real Estate Investments (Sche42
Real Estate Investments (Schedule of Pro Forma Revenues and Losses) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | 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, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||||||||||
Pro forma revenues | $ 132,005 | $ 127,651 | |||||||||||||
Pro forma net income | $ 5,405 | $ 10,358 | |||||||||||||
Basic and diluted pro forma net income per share (in usd per share) | $ 0.06 | $ 0.21 | |||||||||||||
Total revenues | $ 33,547 | $ 27,888 | $ 22,648 | $ 21,095 | $ 14,277 | $ 6,755 | $ 4,278 | $ 2,799 | $ 2,684 | $ 1,694 | $ 1,386 | $ 1,397 | $ 105,178 | $ 28,109 | $ 7,161 |
Net loss | $ (330) | $ (6,108) | $ 4,999 | $ 46 | $ (4,347) | $ (4,773) | $ (2,913) | $ (599) | $ (1,091) | $ (1,510) | $ (1,051) | $ (1,052) | (1,393) | $ (12,632) | $ (4,704) |
2015 Acquisitions [Member] | |||||||||||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||||||||||
Total revenues | 20,700 | ||||||||||||||
Net loss | $ (3,700) |
Real Estate Investments (Sche43
Real Estate Investments (Schedule of Future Minimum Rental Payments for Operating Leases) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Real Estate [Abstract] | |
2,016 | $ 94,274 |
2,017 | 89,042 |
2,018 | 75,672 |
2,019 | 59,137 |
2,020 | 47,601 |
Thereafter | 184,792 |
Total | $ 550,518 |
Real Estate Investments (Sche44
Real Estate Investments (Schedule of Revenue from External Customers and Long-Lived Assets, by Geographic Areas) (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Texas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity wide revenue percentage | 12.40% | 14.10% |
North Carolina | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity wide revenue percentage | 11.60% | |
Minnesota | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity wide revenue percentage | 17.00% | |
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% |
Credit Facility (Details)
Credit Facility (Details) - USD ($) | Dec. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | |||
Credit facility | $ 304,000,000 | $ 0 | |
Operating Partnership Amended Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Additional borrowing capacity | $ 575,000,000 | ||
Unused borrowing capacity amount | $ 21,000,000 | ||
Credit facility | $ 0 | ||
Weighted average interest rate | 1.77% | ||
Minimum use percentage | 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% |
Mortgage Notes Payable (Schedul
Mortgage Notes Payable (Schedule of Mortgage Notes Payable) (Details) $ in Thousands | Dec. 31, 2015USD ($)property | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||
Outstanding Loan Amount | $ 128,945 | $ 86,931 |
Mortgage notes payable and premium, net | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 5 | |
Outstanding Loan Amount | $ 128,945 | $ 86,931 |
Effective Interest Rate | 4.76% | 4.28% |
Mortgage notes payable and premium, net | Liberty Crossing | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 11,000 | $ 11,000 |
Effective Interest Rate | 4.66% | 4.66% |
Mortgage notes payable and premium, net | San Pedro Crossing | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 17,985 | $ 17,985 |
Effective Interest Rate | 3.79% | 3.79% |
Mortgage notes payable and premium, net | Tiffany Springs | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 33,802 | $ 33,802 |
Effective Interest Rate | 3.92% | 3.92% |
Mortgage notes payable and premium, net | Shops at Shelby Crossing | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 23,781 | $ 24,144 |
Effective Interest Rate | 4.97% | 4.97% |
Mortgage notes payable and premium, net | Patton Creek | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 42,377 | $ 0 |
Effective Interest Rate | 5.76% | 0.00% |
Mortgage Notes Payable (Sched47
Mortgage Notes Payable (Schedule Of Aggregate Future Principal Payments On Mortgage Notes Payable) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total | $ 128,945 | $ 86,931 |
Mortgage notes payable and premium, net | ||
Debt Instrument [Line Items] | ||
2,016 | 1,112 | |
2,017 | 1,185 | |
2,018 | 64,039 | |
2,019 | 1,322 | |
2,020 | 1,306 | |
Thereafter | 59,981 | |
Total | 128,945 | $ 86,931 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
2,016 | 0 | |
2,017 | 0 | |
2,018 | 304,000 | |
2,019 | 0 | |
2,020 | 0 | |
Thereafter | 0 | |
Total | 304,000 | |
Mortgage notes and credit facility | ||
Debt Instrument [Line Items] | ||
2,016 | 1,112 | |
2,017 | 1,185 | |
2,018 | 368,039 | |
2,019 | 1,322 | |
2,020 | 1,306 | |
Thereafter | 59,981 | |
Total | $ 432,945 |
Fair Value of Financial Instr48
Fair Value of Financial Instruments (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | $ (415) | $ (332) |
Fair Value, Measurements, Recurring | Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | (415) | (332) |
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 | (415) | (332) |
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 Instr49
Fair Value of Financial Instruments (Fair Value, by Balance Sheet Grouping) (Details) - Significant Unobservable Inputs Level 3 - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Mortgage notes payable and premium, net | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | $ 133,709 | $ 87,223 |
Mortgage notes payable and premium, net | Total | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | 134,707 | 89,347 |
Credit Facility | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | 304,000 | 0 |
Credit Facility | Total | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | $ 304,000 | $ 0 |
Derivatives and Hedging Activ50
Derivatives and Hedging Activities (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Derivative [Line Items] | |
Interest rate derivatives, at fair value, including adjustments for nonperformance risk | $ 0.5 |
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 | $ 0.3 |
Interest rate swap | Designated as Hedging Instrument | Cash Flow Hedging | |
Derivative [Line Items] | |
Assets needed for immediate settlement | $ 0.5 |
Derivatives and Hedging Activ51
Derivatives and Hedging Activities (Schedule of Interest Rate Derivatives) (Details) - Designated as Hedging Instrument - Cash Flow Hedging - Interest Rate Swap $ in Thousands | Dec. 31, 2015USD ($)derivative | Dec. 31, 2014USD ($)derivative |
Derivative [Line Items] | ||
Number of Instruments (in derivatives) | derivative | 1 | 1 |
Notional Amount | $ | $ 34,098 | $ 34,098 |
Derivatives and Hedging Activ52
Derivatives and Hedging Activities (Schedule of Derivative Instruments in Statement of Financial Position) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Derivatives, at fair value | Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | ||
Derivative [Line Items] | ||
Interest Rate Derivative Liabilities, at Fair Value | $ (415) | $ (332) |
Derivatives and Hedging Activ53
Derivatives and Hedging Activities (Derivative Instruments, Gain (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) | $ (83) | $ (229) | $ (98) |
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | 0 | (5) | 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) | (576) | (734) | (225) |
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | 0 | (5) | 0 |
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) | $ (493) | $ (505) | $ (127) |
Derivatives and Hedging Activ54
Derivatives and Hedging Activities (Schedule of Offsetting Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Liabilities | $ (415) | $ (332) |
Gross Amounts Offset on the Balance Sheet | 0 | 0 |
Net Amounts of Liabilities presented on the Balance Sheet | (415) | (332) |
Financial Instruments | 0 | 0 |
Cash Collateral Received (Posted) | 0 | 0 |
Net Amount | $ (415) | $ (332) |
Common Stock (Narrative) (Detai
Common Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 19, 2011 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2016 |
Class of Stock [Line Items] | |||||
Common stock, shares outstanding (in shares) | 96,866,152 | 94,448,748 | |||
Dividends declared per day (in dollars per share) | $ 0.0017534247 | ||||
Dividends declared (in dollars per share) | $ 0.64 | ||||
Annual authorized amount as a percentage | 5.00% | ||||
Common stock issued through distribution reinvestment plan | $ 35,140 | $ 14,824 | $ 663 | ||
Common stock, par value, in dollars per share | $ 0.01 | $ 0.01 | |||
Maximum | One Year | |||||
Class of Stock [Line Items] | |||||
Repurchase Price (in dollars per share) | $ 9.25 | ||||
Repurchase price percentage of value of capital paid | 92.50% | ||||
Maximum | Two Years | |||||
Class of Stock [Line Items] | |||||
Repurchase Price (in dollars per share) | $ 9.50 | ||||
Repurchase price percentage of value of capital paid | 95.00% | ||||
Maximum | Three Years | |||||
Class of Stock [Line Items] | |||||
Repurchase Price (in dollars per share) | $ 9.75 | ||||
Repurchase price percentage of value of capital paid | 97.50% | ||||
Maximum | Four Years | |||||
Class of Stock [Line Items] | |||||
Repurchase Price (in dollars per share) | $ 10 | ||||
Repurchase price percentage of value of capital paid | 100.00% | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock issued through distribution reinvestment plan (in shares) | 3,698,474 | 1,560,476 | 69,669 | ||
Common stock issued through distribution reinvestment plan | $ 37 | $ 16 | $ 1 | ||
Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Maximum percent of weighted average shares outstanding eligible for repurchase, for semi-annual period | 2.50% | ||||
Maximum percent of weighted average shares outstanding eligible for repurchase, for fiscal year | 5.00% | ||||
Subsequent Event | Maximum | One Year | |||||
Class of Stock [Line Items] | |||||
Repurchase price percentage of value of capital paid | 92.50% | ||||
Subsequent Event | Maximum | Two Years | |||||
Class of Stock [Line Items] | |||||
Repurchase price percentage of value of capital paid | 95.00% | ||||
Subsequent Event | Maximum | Three Years | |||||
Class of Stock [Line Items] | |||||
Repurchase price percentage of value of capital paid | 97.50% | ||||
Subsequent Event | Maximum | Four Years | |||||
Class of Stock [Line Items] | |||||
Repurchase price percentage of value of capital paid | 100.00% |
Common Stock (Stock Repurchases
Common Stock (Stock Repurchases) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 29 Months Ended | 41 Months Ended | 53 Months Ended | 65 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||||||
Number of Shares Repurchased (in shares) | 1,281,670 | 64,818 | 8,674 | 0 | 8,674 | 73,492 | 1,355,162 |
Weighted-Average Price per Share (in dollars per share) | $ 9.46 | $ 9.80 | $ 9.98 | $ 0 | $ 9.98 | $ 9.82 | $ 9.48 |
Accounts payable and accrued expenses | $ 18,216 | $ 10,329 | $ 10,329 | $ 18,216 | |||
Unfunded | |||||||
Class of Stock [Line Items] | |||||||
Weighted-Average Price per Share (in dollars per share) | $ 9.43 | ||||||
Shares authorized to be repurchased | 533,186 | 533,186 | |||||
Accounts payable and accrued expenses | $ 5,000 | $ 5,000 |
Commitments and Contingencies57
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
2,016 | $ 504,000 | ||
2,017 | 514,000 | ||
2,018 | 524,000 | ||
2,019 | 535,000 | ||
2,020 | 546,000 | ||
Thereafter | 9,376,000 | ||
Total | 11,999,000 | ||
Rent expense | $ 700,000 | $ 20,000 | $ 0 |
Related Party Transactions an58
Related Party Transactions and Arrangements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Maximum | |||
Related Party Transaction [Line Items] | |||
Liability for offering and related costs from IPO | 1.50% | ||
Total commissions and fees from the Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Share price (in dollars per share) | $ 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 | |
Advisor | American Realty Capital Retail Advisor, LLC | |||
Related Party Transaction [Line Items] | |||
OP units held (in shares) | 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% | ||
Expected third party acquisition costs | 0.50% | ||
Quarterly asset management fee | 0.1875% | ||
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% | ||
Expected third party acquisition costs | 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% | ||
Aggregate acquisition fees and acquisition related expenses as a percentage of benchmark | 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% | ||
Advisor | American Realty Capital Retail Advisor, LLC | Amount Available or Outstanding Under Financing Arrangement | |||
Related Party Transaction [Line Items] | |||
Financing coordination fee | 1.00% | ||
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% | ||
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% | ||
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% | ||
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% | ||
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% | ||
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% | ||
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% | ||
Subordinated incentive listing distribution as a percentage of the benchmark | 15.00% | ||
Advisor | American Realty Capital Retail II Advisor, LLC | Contract Purchase Price | |||
Related Party Transaction [Line Items] | |||
Monthly asset management fees as a percentage of benchmark | 0.0625% | ||
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 |
Advisor | Property operating expenses absorbed | American Realty Capital Retail Advisor, LLC | |||
Related Party Transaction [Line Items] | |||
General and administrative costs | $ 0 | 0 | 41,000 |
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% | ||
Advisor | Real Estate Commissions | American Realty Capital Retail Advisor, LLC | Contract Sales Price | |||
Related Party Transaction [Line Items] | |||
Broker commissions | $ 0 | 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% | ||
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% | ||
Repayment of capital committed | 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% | ||
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% | ||
Dealer Manager | Total commissions and fees from the Dealer Manager | Realty Capital Securities, LLC | |||
Related Party Transaction [Line Items] | |||
Fees paid to related parties | $ 0 | 81,728,000 | 5,711,000 |
American Realty Capital Retail Advisor, LLC | Administrative Services | Advisor | |||
Related Party Transaction [Line Items] | |||
Fees paid to related parties | $ 1,000,000 | $ 0 | $ 0 |
Class B Units | Advisor | American Realty Capital Retail Advisor, LLC | Contract Purchase Price | |||
Related Party Transaction [Line Items] | |||
Common stock, authorized (in shares) | 479,802 | 169,992 | 0 |
Related Party Transactions an59
Related Party Transactions and Arrangements (Fees Paid in Connection with the IPO) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Total commissions and fees from the Dealer Manager | Realty Capital Securities, LLC | Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Fees paid to related parties | $ 0 | $ 81,728 | $ 5,711 |
Payable | 0 | 0 | |
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 | 0 | 2,854 | $ 1,361 |
Payable | $ 0 | $ 1,152 |
Related Party Transactions an60
Related Party Transactions and Arrangements (Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Acquisition fees and related cost reimbursements | Incurred | One-time fees and reimbursements: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | $ 7,245 | $ 9,214 | $ 802 |
Payable | 0 | ||
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 |
Payable | 0 | ||
Financing coordination fees | Incurred | One-time fees and reimbursements: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 426 | 3,492 | 409 |
Payable | 0 | ||
Financing coordination fees | Forgiven | One-time fees and reimbursements: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 0 | 0 | 0 |
Payable | 0 | ||
Asset management fees | Incurred | Ongoing fees: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 5,487 | 0 | 0 |
Payable | 0 | ||
Asset management fees | Forgiven | Ongoing fees: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 0 | 0 | 18 |
Payable | 0 | ||
Property management and leasing fees | Incurred | Ongoing fees: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 5,445 | 1,362 | 455 |
Payable | 452 | ||
Property management and leasing fees | Forgiven | Ongoing fees: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 0 | 0 | 72 |
Payable | 249 | ||
Professional fees and other reimbursements | Incurred | Ongoing fees: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 4,399 | 1,288 | 276 |
Payable | 376 | ||
Professional fees and other reimbursements | Forgiven | Ongoing fees: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 0 | 0 | 0 |
Payable | 777 | ||
Strategic advisory fees | Incurred | Ongoing fees: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 0 | 425 | 495 |
Payable | 0 | ||
Strategic advisory fees | Forgiven | Ongoing fees: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 0 | 0 | 0 |
Payable | 0 | ||
Distributions on Class B Units | Incurred | Ongoing fees: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 243 | 41 | 0 |
Payable | 0 | ||
Distributions on Class B Units | Forgiven | Ongoing fees: | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 0 | 0 | 0 |
Payable | 0 | ||
Total related party operation fees and reimbursements | Incurred | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | 23,245 | 15,822 | 2,437 |
Payable | 828 | ||
Total related party operation fees and reimbursements | Forgiven | |||
Related Party Transaction [Line Items] | |||
Related party operation fees and reimbursements | $ 0 | 0 | $ 90 |
Payable | $ 1,026 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options | Stock Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
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 | ||
Unrecognized compensation cost period | 3 years 1 month 9 days | ||
Share based compensation | $ 43 | $ 38 | $ 27 |
Share-Based Compensation (Restr
Share-Based Compensation (Restricted Stock Activity) (Details) - Restricted Share Plan - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value [Roll Forward] | |||
Beginning Balance (in shares) | 15,600 | 19,800 | 13,800 |
Granted (in shares) | 9,000 | 9,000 | 9,000 |
Vested (in shares) | (4,800) | (4,800) | (3,000) |
Forfeitures (in shares) | (8,400) | (8,400) | 0 |
Ending Balance (in shares) | 11,400 | 15,600 | 19,800 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Beginning Balance (in dollars per share) | $ 9.08 | $ 9.18 | $ 9.35 |
Granted (in dollars per share) | 9 | 9 | 9 |
Vested (in dollars per share) | 9.13 | 9.25 | 9.43 |
Forfeitures (in dollars per share) | 9.07 | 9.14 | 0 |
Ending Balance (in dollars per share) | $ 9 | $ 9.08 | $ 9.18 |
Share-Based Compensation (Other
Share-Based Compensation (Other Share Based Compensation) (Details) - Common Stock - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued in lieu of cash (in shares) | 0 | 6,055 | 0 |
Value of shares issued in lieu of cash | $ 0 | $ 55 | $ 0 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | 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, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||
Net loss | $ (330) | $ (6,108) | $ 4,999 | $ 46 | $ (4,347) | $ (4,773) | $ (2,913) | $ (599) | $ (1,091) | $ (1,510) | $ (1,051) | $ (1,052) | $ (1,393) | $ (12,632) | $ (4,704) | |
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 | 96,113,056 | 49,231,737 | 3,216,903 | |||||
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) | $ (0.01) | $ (0.26) | $ (1.46) | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 408,900 | 85,925 | 17,416 | |||||||||||||
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) | 15,473 | 21,827 | 17,214 | |||||||||||||
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) | 393,225 | 63,896 | 0 | |||||||||||||
Restricted Share Plan | Restricted Stock | ||||||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||
Shares outstanding (in shares) | 11,400 | 15,600 | 19,800 | 11,400 | 15,600 | 19,800 | 13,800 | |||||||||
Contract Purchase Price | Advisor | American Realty Capital Retail Advisor, LLC | Total common stock equivalents | ||||||||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||
Common stock, authorized (in shares) | 479,802 | 169,992 | 0 |
Quarterly Results (Unaudited)65
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | 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, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Total revenues | $ 33,547 | $ 27,888 | $ 22,648 | $ 21,095 | $ 14,277 | $ 6,755 | $ 4,278 | $ 2,799 | $ 2,684 | $ 1,694 | $ 1,386 | $ 1,397 | $ 105,178 | $ 28,109 | $ 7,161 |
Net income (loss) | $ (330) | $ (6,108) | $ 4,999 | $ 46 | $ (4,347) | $ (4,773) | $ (2,913) | $ (599) | $ (1,091) | $ (1,510) | $ (1,051) | $ (1,052) | $ (1,393) | $ (12,632) | $ (4,704) |
Basic weighted-average shares outstanding (in shares) | 97,070,924 | 96,400,048 | 95,915,695 | 95,040,086 | |||||||||||
Basic net income (loss) per share (in dollars per share) | $ 0 | $ (0.06) | $ 0.05 | $ 0 | |||||||||||
Diluted weighted-average shares outstanding (in shares) | 97,070,924 | 96,400,048 | 95,929,948 | 95,040,288 | |||||||||||
Diluted net income (loss) per share (in dollars per share) | $ 0 | $ (0.06) | $ 0.05 | $ 0 | |||||||||||
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 | 96,113,056 | 49,231,737 | 3,216,903 | ||||
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) | $ (0.01) | $ (0.26) | $ (1.46) |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | Jan. 31, 2016 | Dec. 31, 2015 |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Maximum percent of weighted average shares outstanding eligible for repurchase, for semi-annual period | 2.50% | |
Maximum percent of weighted average shares outstanding eligible for repurchase, for fiscal year | 5.00% | |
Maximum | One Year | ||
Subsequent Event [Line Items] | ||
Repurchase price percentage of value of capital paid | 92.50% | |
Maximum | One Year | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Repurchase price percentage of value of capital paid | 92.50% | |
Maximum | Two Years | ||
Subsequent Event [Line Items] | ||
Repurchase price percentage of value of capital paid | 95.00% | |
Maximum | Two Years | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Repurchase price percentage of value of capital paid | 95.00% | |
Maximum | Three Years | ||
Subsequent Event [Line Items] | ||
Repurchase price percentage of value of capital paid | 97.50% | |
Maximum | Three Years | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Repurchase price percentage of value of capital paid | 97.50% | |
Maximum | Four Years | ||
Subsequent Event [Line Items] | ||
Repurchase price percentage of value of capital paid | 100.00% | |
Maximum | Four Years | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Repurchase price percentage of value of capital paid | 100.00% |
Schedule III Real Estate and 67
Schedule III Real Estate and Accumulated Depreciation (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 02, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | $ 128,945,000 | ||||||
Land | 280,526,000 | ||||||
Building and Improvements | 804,243,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 9,221,000 | ||||||
Real estate, gross | 1,090,561,000 | [1],[2],[3] | $ 637,641,000 | $ 90,894,000 | $ 46,392,000 | ||
Accumulated Depreciation | (29,339,000) | [4],[5] | (9,417,000) | $ (3,519,000) | $ (657,000) | ||
Credit facility | 304,000,000 | 0 | |||||
Acquired intangible lease assets | 192,454,000 | 127,144,000 | |||||
Tax Basis of investments | 1,200,000,000 | ||||||
Disposals land improvements | (1,400,000) | ||||||
Accumulated amortization intangibles | $ 38,900,000 | ||||||
Buildings useful life | 40 years | ||||||
Land improvements, useful life | 15 years | ||||||
Fixtures useful life | 5 years | ||||||
Ohio | The Streets of West Chester | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | [6] | $ 0 | |||||
Land | 11,812,000 | ||||||
Building and Improvements | 25,946,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 36,276,000 | |||||
Accumulated Depreciation | [4],[5] | (1,364,000) | |||||
Ohio | Northpark Center | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 9,487,000 | ||||||
Building and Improvements | 23,018,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 32,505,000 | |||||
Accumulated Depreciation | [4],[5] | (338,000) | |||||
Illinois | Prairie Towne Center | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | [6] | 0 | |||||
Land | 11,033,000 | ||||||
Building and Improvements | 11,185,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 22,218,000 | |||||
Accumulated Depreciation | [4],[5] | (572,000) | |||||
Texas | 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 | 329,000 | ||||||
Real estate, gross | [1],[2],[3] | 19,964,000 | |||||
Accumulated Depreciation | [4],[5] | (2,887,000) | |||||
Texas | 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 | 817,000 | ||||||
Real estate, gross | [1],[2],[3] | 26,530,000 | |||||
Accumulated Depreciation | [4],[5] | (3,401,000) | |||||
Texas | Southway Shopping Center | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | [6] | 0 | |||||
Land | 10,330,000 | ||||||
Building and Improvements | 17,908,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 6,000 | ||||||
Real estate, gross | [1],[2],[3] | 28,244,000 | |||||
Accumulated Depreciation | [4],[5] | (793,000) | |||||
Texas | West Lake Crossing | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 2,082,000 | ||||||
Building and Improvements | 9,981,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 107,000 | ||||||
Real estate, gross | [1],[2],[3] | 12,170,000 | |||||
Accumulated Depreciation | [4],[5] | (343,000) | |||||
Texas | Towne Center Plaza | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 3,149,000 | ||||||
Building and Improvements | 10,598,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 13,747,000 | |||||
Accumulated Depreciation | [4],[5] | (234,000) | |||||
Texas | Harlingen Corners | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 12,661,000 | ||||||
Building and Improvements | 13,052,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 111,000 | ||||||
Real estate, gross | [1],[2],[3] | 25,824,000 | |||||
Accumulated Depreciation | [4],[5] | (269,000) | |||||
Louisiana | Stirling Slidell Centre | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | [6] | 0 | |||||
Land | 3,517,000 | ||||||
Building and Improvements | 10,067,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 10,000 | ||||||
Real estate, gross | [1],[2],[3] | 13,594,000 | |||||
Accumulated Depreciation | [4],[5] | (452,000) | |||||
South Carolina | Northwoods Marketplace | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | [6] | 0 | |||||
Land | 12,886,000 | ||||||
Building and Improvements | 19,853,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 100,000 | ||||||
Real estate, gross | [1],[2],[3] | 32,840,000 | |||||
Accumulated Depreciation | [4],[5] | (838,000) | |||||
South Carolina | Anderson Station | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 4,968,000 | ||||||
Building and Improvements | 22,763,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 27,731,000 | |||||
Accumulated Depreciation | [4],[5] | (303,000) | |||||
Oklahoma | Centennial Plaza | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | [6] | 0 | |||||
Land | 3,538,000 | ||||||
Building and Improvements | 21,405,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 24,943,000 | |||||
Accumulated Depreciation | [4],[5] | (808,000) | |||||
Oklahoma | Southroads Shopping Center | |||||||
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 | [1],[2],[3] | 53,672,000 | |||||
Accumulated Depreciation | [4],[5] | (1,436,000) | |||||
Oklahoma | Village at Quail Springs | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 2,338,000 | ||||||
Building and Improvements | 9,035,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 11,373,000 | |||||
Accumulated Depreciation | [4],[5] | (132,000) | |||||
North Carolina | Northlake Commons | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | [6] | 0 | |||||
Land | 16,930,000 | ||||||
Building and Improvements | 12,729,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 286,000 | ||||||
Real estate, gross | [1],[2],[3] | 29,945,000 | |||||
Accumulated Depreciation | [4],[5] | (569,000) | |||||
North Carolina | The Centrum | |||||||
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 | [1],[2],[3] | 32,973,000 | |||||
Accumulated Depreciation | [4],[5] | (835,000) | |||||
North Carolina | Cross Pointe Centre | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 7,866,000 | ||||||
Building and Improvements | 15,218,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 23,084,000 | |||||
Accumulated Depreciation | [4],[5] | (342,000) | |||||
North Carolina | Riverbend Marketplace | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 4,908,000 | ||||||
Building and Improvements | 16,716,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 21,624,000 | |||||
Accumulated Depreciation | [4],[5] | (123,000) | |||||
North Carolina | Shops at RiverGate South | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 5,073,000 | ||||||
Building and Improvements | 24,602,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 125,000 | ||||||
Real estate, gross | [1],[2],[3] | 29,800,000 | |||||
Accumulated Depreciation | [4],[5] | (183,000) | |||||
Nevada | Montecito Crossing | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 16,313,000 | ||||||
Building and Improvements | 33,680,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 49,993,000 | |||||
Accumulated Depreciation | [4],[5] | (232,000) | |||||
Nevada | Best on the Boulevard | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 10,223,000 | ||||||
Building and Improvements | 27,210,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 37,433,000 | |||||
Accumulated Depreciation | [4],[5] | (184,000) | |||||
Florida | Shops at Shelby Crossing | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 23,781,000 | ||||||
Land | 4,575,000 | ||||||
Building and Improvements | 21,396,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 583,000 | ||||||
Real estate, gross | [1],[2],[3] | 26,054,000 | |||||
Accumulated Depreciation | [4],[5] | (1,090,000) | |||||
Florida | Shoppes of West Melbourne | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 3,546,000 | ||||||
Building and Improvements | 12,528,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 1,225,000 | ||||||
Real estate, gross | [1],[2],[3] | 17,299,000 | |||||
Accumulated Depreciation | [4],[5] | (502,000) | |||||
Florida | Colonial Landing | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 0 | ||||||
Building and Improvements | 32,821,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 26,000 | ||||||
Real estate, gross | [1],[2],[3] | 32,847,000 | |||||
Accumulated Depreciation | [4],[5] | (898,000) | |||||
Florida | North Lakeland Plaza | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 2,076,000 | ||||||
Building and Improvements | 9,605,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 304,000 | ||||||
Real estate, gross | [1],[2],[3] | 11,986,000 | |||||
Accumulated Depreciation | [4],[5] | (73,000) | |||||
Pennsylvania | Shoppes at Wyomissing | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 3,406,000 | ||||||
Building and Improvements | 21,207,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 895,000 | ||||||
Real estate, gross | [1],[2],[3] | 25,507,000 | |||||
Accumulated Depreciation | [4],[5] | (776,000) | |||||
Pennsylvania | Township Marketplace | |||||||
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 | [1],[2],[3] | 39,796,000 | |||||
Accumulated Depreciation | [4],[5] | (884,000) | |||||
Kentucky | Parkside Shopping Center | |||||||
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 | [1],[2],[3] | 29,795,000 | |||||
Accumulated Depreciation | [4],[5] | (811,000) | |||||
Kentucky | Jefferson Commons | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 4,992,000 | ||||||
Building and Improvements | 28,591,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 200,000 | ||||||
Real estate, gross | [1],[2],[3] | 33,782,000 | |||||
Accumulated Depreciation | [4],[5] | (423,000) | |||||
Kentucky | Parkside Shopping Center - Additional Space | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 1,532,000 | ||||||
Building and Improvements | 1,606,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 3,138,000 | |||||
Accumulated Depreciation | [4],[5] | 0 | |||||
Minnesota | The Shops at West End | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 12,799,000 | ||||||
Building and Improvements | 76,727,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 1,456,000 | ||||||
Real estate, gross | [1],[2],[3] | 90,982,000 | |||||
Accumulated Depreciation | [4],[5] | (2,088,000) | |||||
Kansas | Pine Ridge Plaza | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 13,688,000 | ||||||
Building and Improvements | 17,873,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 31,560,000 | |||||
Accumulated Depreciation | [4],[5] | (261,000) | |||||
Mississippi | Bison Hollow | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 0 | ||||||
Land | 4,150,000 | ||||||
Building and Improvements | 14,044,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 18,194,000 | |||||
Accumulated Depreciation | [4],[5] | (195,000) | |||||
Missouri | 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 | 1,666,000 | ||||||
Real estate, gross | [1],[2],[3] | 45,855,000 | |||||
Accumulated Depreciation | [4],[5] | (4,082,000) | |||||
Alabama | Patton Creek | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Encumbrances | 42,377,000 | ||||||
Land | 14,764,000 | ||||||
Building and Improvements | 62,519,000 | ||||||
Land | 0 | ||||||
Building and Improvements | 0 | ||||||
Real estate, gross | [1],[2],[3] | 77,283,000 | |||||
Accumulated Depreciation | [4],[5] | $ (618,000) | |||||
Operating Partnership Amended Credit Facility | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Credit facility | $ 0 | ||||||
Revolving Credit Facility | Operating Partnership Amended Credit Facility | |||||||
Real Estate and Accumulated Depreciation [Line Items] | |||||||
Maximum borrowing capacity | $ 325,000,000 | ||||||
[1] | Acquired intangible lease assets allocated to individual properties in the amount of $192.5 million are not reflected in the table above. | ||||||
[2] | Gross amount carried is net of tenant improvement dispositions of $1.4 million due to tenant lease expirations. | ||||||
[3] | The tax basis of aggregate land, buildings and improvements as of December 31, 2015 is $1.2 billion. | ||||||
[4] | 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. | ||||||
[5] | The accumulated depreciation column excludes $38.9 million of accumulated amortization associated with acquired intangible lease assets. | ||||||
[6] | These unencumbered properties collateralize a credit facility of up to $325.0 million, which had $304.0 million of outstanding borrowings as of December 31, 2015. |
Schedule III Real Estate and 68
Schedule III Real Estate and Accumulated Depreciation (Changes in Accumulated Depreciation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Real estate investments, at cost: | ||||
Balance at beginning of year | $ 637,641 | $ 90,894 | $ 46,392 | |
Acquisitions | 448,318 | 545,467 | 44,591 | |
Additions | 6,817 | 2,239 | 165 | |
Disposals | (2,215) | (959) | (254) | |
Balance at end of the year | 1,090,561 | [1],[2],[3] | 637,641 | 90,894 |
Accumulated depreciation and amortization: | ||||
Balance at beginning of year | 9,417 | 3,519 | 657 | |
Depreciation expense | 20,155 | 6,857 | 3,116 | |
Disposals | (233) | (959) | (254) | |
Balance at end of the year | $ 29,339 | [4],[5] | $ 9,417 | $ 3,519 |
[1] | Acquired intangible lease assets allocated to individual properties in the amount of $192.5 million are not reflected in the table above. | |||
[2] | Gross amount carried is net of tenant improvement dispositions of $1.4 million due to tenant lease expirations. | |||
[3] | The tax basis of aggregate land, buildings and improvements as of December 31, 2015 is $1.2 billion. | |||
[4] | 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. | |||
[5] | The accumulated depreciation column excludes $38.9 million of accumulated amortization associated with acquired intangible lease assets. |