Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Mar. 15, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Plymouth Industrial REIT Inc. | |
Entity Central Index Key | 1,515,816 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 1,327,859 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Real estate properties | $ 138,236 | $ 138,112 |
Less Accumulated depreciation | 8,522 | 1,004 |
Real estate properties, net | 129,714 | 137,108 |
Investments in real estate joint ventures | 2,987 | 3,722 |
Cash | 698 | 4,974 |
Restricted cash | 757 | 744 |
Deferred lease intangibles, net | $ 14,773 | 19,424 |
Deferred financing costs, net | 1,832 | |
Other assets | $ 1,122 | 1,724 |
Total assets | 150,051 | 169,528 |
Liabilities | ||
Senior debt, net of discount | 196,800 | 173,627 |
Deferred interest | 8,081 | 1,653 |
Accounts payable, accrued expenses and other liabilities | 4,268 | 4,149 |
Deferred lease intangibles - below market leases, net | 1,941 | 2,473 |
Total liabilities | $ 211,090 | $ 181,902 |
Stockholders' equity (deficit): | ||
Preferred stock | ||
Common stock | $ 13 | $ 13 |
Additional paid-in capital | 12,467 | 12,467 |
Accumulated deficit | (73,519) | (24,854) |
Total stockholders' deficit | (61,039) | (12,374) |
Total liabilities and stockholders' deficit | $ 150,051 | $ 169,528 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 1,327,859 | 1,327,859 |
Common stock, shares outstanding | 1,327,859 | 1,327,859 |
Consolidated Income Statements
Consolidated Income Statements - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Rental revenue | $ 19,290 | $ 2,664 |
Equity investment income (loss) | (85) | 175 |
Total revenues | 19,205 | 2,839 |
Operating expenses | ||
Property | 5,751 | 604 |
Depreciation and amortization | 12,136 | 1,642 |
General and Administrative | 4,688 | 3,302 |
Acquisition costs | 1,061 | $ 2,773 |
Offering costs | 938 | |
Total operating expenses | 24,574 | $ 8,321 |
Operating loss | (5,369) | (5,482) |
Gain on disposition of equity investment | 1,380 | 332 |
Interest expense | (44,676) | (13,279) |
Total other expenses, net | (43,296) | (12,947) |
Net loss | $ (48,665) | $ (18,429) |
Weighted-average common shares basic and diluted | 1,327,859 | 1,298,642 |
Net loss per share--basic and diluted | $ (36.65) | $ (14.19) |
Consolidated Statement of Equit
Consolidated Statement of Equity - USD ($) $ in Thousands | Common Stock | Issuance of Common Stock for Volume Discount | Issuance of Common Stock for Origination Fees Net of Share Issuance Costs of $39 | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Beginning balance (shares) at Dec. 31, 2013 | 1,192,695 | |||||
Beginning balance at Dec. 31, 2013 | $ 12 | $ 11,182 | $ (6,235) | $ 4,959 | ||
Issuance of common stock for cash net of share issuance costs (shares) | 114,010 | |||||
Issuance of common stock for cash net of share issuance costs | $ 1 | |||||
Stock dividend (shares) | 19,087 | |||||
Stock dividend | 190 | $ (190) | ||||
Issuance of common stock for noncash consideration (shares) | 2,067 | |||||
Issuance of common stock for noncash consideration | 1,095 | 1,096 | ||||
Net Income (Loss) | $ (18,429) | $ (18,429) | ||||
Ending balance (shares) at Dec. 31, 2014 | 1,327,859 | 1,327,859 | ||||
Ending balance at Dec. 31, 2014 | $ 13 | 12,467 | (24,584) | $ (12,374) | ||
Net Income (Loss) | (48,665) | $ (48,665) | ||||
Ending balance (shares) at Dec. 31, 2015 | 1,327,859 | 1,327,859 | ||||
Ending balance at Dec. 31, 2015 | $ 13 | $ 12,467 | $ (6,235) | $ (61,039) |
Consolidated Statement of Equi6
Consolidated Statement of Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Issuance for Cash | |
Share issuance costs | $ 39 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | ||
Net loss | $ (48,665) | $ (18,429) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 13,180 | 1,587 |
Straight line rent adjustment | (404) | (80) |
Intangible amortization in rental revenue , net | (351) | (52) |
Equity investment (income) loss | 85 | $ (175) |
Write-off of deferred offering costs | 938 | |
Gain on disposition of equity investment | (1,380) | $ (332) |
Accretion of interest and amortization of deferred financing costs | 26,100 | $ 9,640 |
Changes in operating assets and liabilities: | ||
Restricted cash | (13) | |
Other assets | (14) | $ (561) |
Deferred leasing costs | (148) | |
Deferred interest | 6,428 | $ 1,653 |
Accounts payable, accrued expenses and other liabilities | 937 | 1,444 |
Net cash used in operating activities | (4,351) | $ (5,305) |
Investing activities | ||
Proceeds from disposition of joint ventures | 1,708 | |
Real estate improvements | (124) | $ (215) |
Acquisition of properties | 434 | 154,003 |
Distributions from investments in real estate joint ventures | 470 | 1,468 |
Net cash provided by (used in) investing activities | 1,620 | (152,750) |
Financing activities | ||
Deferred financing costs | 1,095 | 2,845 |
Deferred offering costs | $ 450 | 488 |
Proceeds from issuance of common stock, net of offering costs | 1,096 | |
Proceeds from issuance of debt | 165,000 | |
Proceeds from revolving line of credit | 2,000 | |
Payments on revolving line of credit | 2,000 | |
Net cash provided by (used in) financing activities | $ (1,545) | 162,763 |
Net increase (decrease) in cash | (4,276) | 4,708 |
Cash at beginning of year | 4,974 | 266 |
Cash at end of year | $ 698 | 4,974 |
Non-cash Investing and Financing Activities: | ||
Common stock distributed or distributable as dividends | 190 | |
Deferred offering costs included in accrued expenses | 384 | |
Accrued distributions from real estate joint ventures | 148 | |
Accrued costs for acquisition of properties | 434 | |
Supplemental cash flow disclosures: | ||
Interest paid | $ 12,148 | $ 1,986 |
Income taxes paid | $ 18 |
Business and Liquidity
Business and Liquidity | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Business and Liquidity | (1) Business and Liquidity Business Plymouth Industrial REIT, Inc., formerly known as Plymouth Opportunity REIT, Inc., is a Maryland corporation formed on March 7, 2011. The Company is a full service, vertically integrated, self-administered and self-managed organization. The Company is focused on the acquisition, ownership and management of single and multi-tenant Class B industrial properties, including distribution centers, warehouses and light industrial properties, primarily located in secondary and select primary markets across the Eastern half of the U.S. and Texas. Prior to May 6, 2014, the Company had retained Plymouth Real Estate Investors, Inc. (the Advisor), an affiliate of Plymouth Group Real Estate, LLC (the Sponsor), to serve as its advisor for managing, operating, directing and supervising the operations and administration of the Company and its assets. The advisory agreement was terminated on May 6, 2014. All references to the Company refer to Plymouth Industrial REIT, Inc. and its subsidiaries, collectively, unless the context otherwise requires. Our subsidiaries consist principally of our Operating Partnership, a wholly owned subsidiary, Plymouth Industrial OP, LP (the Operating Partnership), and special purpose wholly-owned subsidiaries of our Operating Partnership for each of the acquired properties discussed in Note 3. The Company has operated in a manner that will allow it to qualify as a REIT for federal income tax purposes. The Company filed its initial Form 1120-REIT as its tax return for the tax year ended December 31, 2012. The Company utilizes an Umbrella Partnership Real Estate Investment Trust (UPREIT) organizational structure to hold all or substantially all of its properties and securities through an Operating Partnership. Liquidity and Going Concern As of December 31, 2015, the Company had an accumulated deficit of approximately $73,519 and had limited amounts of available liquidity evidenced by our cash position of $698. The Company continues to maintain arrangements with certain of its vendors to limit future expenses related to certain professional services. The Company derives the capital required to purchase and originate real estate-related investments and conduct our operations from the proceeds of our prior offering, from secured financings from banks and other lenders and from any undistributed funds from our operations. On October 28, 2014, the Company entered into a loan agreement (the Senior Loan) with third party investment entities. The Senior Loan as described in Note (8) provided for secured loans in an aggregate amount up to $192,000, with cash funding amounts through December 31, 2015 of $165,000 and $20,000 of original issue discount. The Company used $155,000 of the net proceeds to acquire 20 industrial properties totaling approximately four million square feet, and additional net proceeds were utilized to repay existing indebtedness (the secured working capital loan), to pay fees and expenses and for working capital purposes. The Senior Loan bears interest at a current pay rate equal to 7% per annum, coupled with payment-in-kind features with respect to the remaining interest at varying rates. The loans initially matured on April 28, 2015, and have been extended to February 29, 2016. The Companys obligations under the Senior Loan are also guaranteed by Plymouth Industrial REIT, Inc. and each of our Operating Partnerships subsidiaries. As of February 9, 2016 the loan was transferred to a new entity, Holder and as of February 29, 2016 the Company was unable to pay the full amount of the loans due. The Company and Holder entered into a forbearance agreement acknowledging the default under the loan for non-payment in full at maturity and providing for a forbearance of action through April 30, 2016. During this period the Company will seek to restructure the loan, obtain alternative debt, additional equity or other capital. The Companys ability to meet its working capital needs and repay its borrowings under the Senior Loan is dependent on its ability to restructure the Senior Loan, issue additional equity or secure additional debt financing. There is no assurance, however, that additional debt or other forms of capital will be available to the Company, or on terms acceptable to the Company. In the event, those sources of capital are not available to the Company, it would seek an extension on the maturity of the Senior Loan, although there can be no assurance that such an extension would be provided or provided on terms acceptable to the Company. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These consolidated financial statements of the accounts of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). All significant intercompany transactions have been eliminated in consolidation. These consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Companys financial position and results of operations. The consolidated financial statements include the accounts of the Company on a consolidated basis for its wholly owned subsidiaries. Equity Method of Accounting The Company accounts for our 51.5% interest in Colony Hills Capital Residential II, LLC and our 50.3% interest in 5400 FIB LP under the equity method of accounting as the Company does not control but has the ability to exercise significant influence on these entities. Under the equity method of accounting, the Company recognizes our proportional share of net income or loss as determined under GAAP in our results of operations. The 51.5% interest in Colony Hill Capital Residential II, LLC was liquidated in 2015. The Companys policy is to consolidate all entities that are wholly owned and those in which it owns less than 100% but controls, as well as any variable interest entities in which it is the primary beneficiary. The Company evaluates its ability to control an entity and whether the entity is a variable interest entity and the Company is the primary beneficiary through consideration of the substantive terms of the arrangement to identify which enterprise has the power to direct the activities of a variable interest entity that most significantly impacts the entitys economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Investments in entities in which we do not control but over which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities that we do not control and over which we do not exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our ability to correctly assess our influence and/or control over an entity affects the presentation of these investments in our consolidated financial statements. Income Taxes The Company elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended, and has operated as such beginning with the tax year ending December 31, 2012. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that we distribute as dividends to our stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four tax years following the year during which qualification is lost, unless it is able to obtain relief under certain statutory provisions. Such an event could materially and adversely affect the net income and net cash available for distribution to stockholders. However, the Company intends to organize and operate in such a manner as to qualify for treatment as a REIT. The Company files income tax returns in the U.S federal jurisdiction and various state jurisdictions. The statute of limitations for the Companys income tax returns is generally three years and as such, the Companys returns that remain subject to examination would be primarily from 2012 and thereafter. To the extent the Company does not utilize the full amount of the annual federal tax basis net operating loss (NOL) limit, the unused amount may be carried forward to offset taxable income in future years. NOLs expire 20 years after the year in which they arise. The Companys NOL of approximately $42,306 in 2015, $14,113 in 2014, $3,019 in 2013, and $1,889 in 2012, expire in the years 2035, 2034, 2033, and 2032, respectively. The Companys net tax basis of real estate amounted to $153,393. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding impairments. These estimates and assumptions are based on managements best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions. Risks and Uncertainties The state of the overall economy can significantly impact the Companys operational performance and thus impact its financial position. Should the Company experience a significant decline in operational performance, it may affect the Companys ability to make distributions to its shareholders, service debt, or meet other financial obligations. Segments The Company has one reportable segmentindustrial properties. These properties have similar economic characteristics and also meet the other criteria that permit the properties to be aggregated into one reportable segment. Revenue Recognition and Tenant Receivables Minimum rental income from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. The Company maintains allowances for doubtful accounts receivable and straight-line rents receivable, based upon estimates determined by management. Management specifically analyzes aged receivables, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. At December 31, 2015 and 2014 the Company did not recognize an allowance for doubtful accounts. Tenant Concentration and Rental Revenue Components For the years ended December 31, 2015 and 2014, rental income was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements. The following tenant represents 10% or greater of rental revenue for the years ended December 31, 2015 and 2014: 2015 2014 Pier One 12.3% 12.0% Rental revenue is comprised of the following: Year Ended Year Ended December 31, December 31, (in thousands) 2015 2014 Income from leases $ 13,710 $ 1,989 Straight-line rent adjustment 606 80 Reimbursable expenses 4,623 544 Amortization of above market leases (182 ) (24 ) Amortization of below market leases 533 75 Total $ 19,290 $ 2,664 Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2015 and 2014. The Company maintains cash and restricted cash representing tenant security deposits, in bank deposit accounts, which at times may exceed federally insured limits. As of December 31, 2015, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significant risk of loss. Financial Instruments The Company estimates that the carrying value of cash, restricted cash, senior debt, and deferred interest approximate their fair values based on their short-term maturity and prevailing interest rates. Deferred Offering Costs Effective June Business Combinations In accordance with Financial Accounting Standards Board, (FASB), ASC 805-10 Business Combinations, the assets and liabilities acquired are recorded at their fair values as of the acquisition date. Acquisition related costs are recognized as expense in the periods in which incurred. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, the allocation of those cash flows to identifiable intangible assets, and in determining the estimated fair value for assets acquired and liabilities assumed. The amounts allocated to lease intangibles (leases in place, leasing commissions, tenant relationships, and above and below market leases) are based on managements estimates and assumptions, as well as other information compiled by management, including independent third party analysis and market data and are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period. Depreciation Depreciation of buildings and other improvements is computed using the straight-line method over the estimated remaining useful lives of the assets, which generally range from 11 to 34 years for buildings and 3 to 13 years for site improvements. Building improvements are capitalized, while maintenance and repair expenses are charged to expense as incurred. Significant renovations and improvements that improve or extend the useful life of the assets are capitalized. Amortization of Deferred Lease Intangibles - Assets and Liabilities Deferred Lease Intangible assets consist of leases in place, leasing commissions, tenant relationships, and above market leases. Deferred Lease Intangible liabilities represent below market leases. These intangibles have been recorded at their fair market value in connection with the acquisition of properties in 2014. Intangible assets are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period. Impairment of Long-Lived Assets The Company assesses the carrying values of our respective long-lived assets, including goodwill, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Recoverability of real estate assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. In order to review our real estate assets for recoverability, the Company considers current market conditions, as well as our intent with respect to holding or disposing of the asset. Our intent with regard to the underlying assets might change as market conditions change, as well as other factors. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property and quoted market values and third-party appraisals, where considered necessary. If our analysis indicates that the carrying value of the real estate asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property. The Company has determined there is no impairment of value of long lived assets. Deferred Financing Costs Deferred financing costs are amortized over the life of the related debt instrument on a straight line basis which approximates the effective interest method. Amortization of this expense is included in interest expense in the consolidated income statements. At December 31, 2015 and December 31, 2014 gross deferred financing costs amounted to $3,940 and $2,845, respectively, and accumulated amortization amounted to $3,940 and $1,013, respectively, for net amounts of $0, and $1,832, respectively. Amortization of deferred financing costs, included in interest expense, was $2,927 in 2015 and $1,013 in 2014. Discount on Borrowings Original issue discount on the Companys debt amounted to $20,000 during the year ended December 31, 2014 and is recorded as a reduction of debt. The amount is amortized from the date the borrowings were obtained through the initial maturity date of April 28, 2015 on a straight line basis which approximates the effective interest method. Amortization of the amount is included in interest expense and amounted to $12,877 in 2015 and $7,123 in 2014 and is accreted to the Senior Loan. Earnings per Share Basic net loss per share is computed by dividing net loss by the weighted average shares of common stock outstanding for each year, which is also presented on the consolidated income statements. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The Company has not granted any stock options or stock-based awards under the 2014 Incentive Award Plan. Recent Accounting Pronouncements The Company has evaluated all ASUs released by the FASB through the date the financial statements were issued and determined that the following ASUs apply to the Company. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entitys ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entitys ability to continue as a going concern. The standard applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is evaluating the effect that ASU 2014-15 will have on its consolidated financial statements and related disclosures. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) to address financial reporting consolidations for the evaluation as to the requirement to consolidate certain legal entities. ASU 201502 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The Company is evaluating the impact of ASU 2015-02. In April 2015, the FASB issued ASU 2015-03 Interest Imputation of Interest (Subtopic 835-30) as part of the initiative to reduce complexity in accounting standards. The update requires 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 the debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim periods within those fiscal years. The Company is evaluating the impact of ASU 2015-03, and if early adoption is appropriate in future reporting periods. In January 2016, the FASB issued ASU 2016-01, Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The Company is currently assessing the potential impact that the adoption of ASU 2016-01 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position or results of operations. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | (3) Business Combinations During the fourth quarter of 2014 the Company through subsidiaries of its Operating Partnership, completed the acquisition of 20 industrial properties comprising approximately 4,000,000 square feet for an aggregate purchase price of approximately $155 million. The allocation of purchase price in accordance with Financial Accounting Standards Board, (FASB), ASC 805-10 Business Combinations, of the assets and liabilities acquired at their fair values as of the acquisition date is as follows: Purchase price allocation: Total Real estate properties: Land $ 18,051 Building 109,430 Site improvements 10,416 Total real estate properties 137,897 Deferred lease intangibles: Above market lease 1,122 Lease in place 14,289 Tenant relationships 2,068 Leasing commission 2,606 Total deferred lease intangibles 20,085 Deferred lease Intangibles - below market leases (2,548 ) Totals $ 155,434 The above real estate investment of $155,434 is recorded net of acquired other assets of $41, assumed accounts payable, accrued expenses, and other liabilities of $1,038, and a non-cash adjustment to the carrying value of the properties of $434, for a total cash purchase price of $154,003 . The operating results for each of the acquisitions are included in the consolidated results of operations from the respective dates of acquisition. The following table presents consolidated unaudited pro forma information as if the acquisitions had occurred on January 1, 2014: 2014 Revenues $ 18,467 Net loss $ (50,643 ) The unaudited pro forma results reflect certain adjustments related to the acquisitions, such as amortization expense related to the intangible assets, and interest expense associated with the borrowings to fund the acquisitions. These acquired businesses contributed total revenues of $2,664 in 2014. The Company has concluded it is impractical to determine the acquired businesses impact on 2014 net loss due to the inability to segregate certain costs related to integration of the properties acquired into the Company. The allocation of the purchase price consideration was based on preliminary estimates of fair value and such estimates and assumptions did not change within the measurement period (up to one year from the acquisition date). |
Real Estate Properties
Real Estate Properties | 12 Months Ended |
Dec. 31, 2015 | |
Real Estate [Abstract] | |
Real Estate Properties | (4) Real Estate Properties Real estate properties consisted of the following at December 31, 2015 and 2014: 2015 2014 Land $ 18,051 $ 18,051 Buildings 109,725 109,430 Site improvements 10,442 10,416 Construction in process 18 215 138,236 138,112 Less accumulated depreciation (8,522 ) (1,004 ) Real estate properties $ 129,714 $ 137,108 Depreciation expense was $7,518 in 2015 and $1,004 in 2014. |
Deferred Lease Intangibles
Deferred Lease Intangibles | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Deferred Lease Intangibles | (5) Deferred Lease Intangibles Deferred Lease Intangible assets consisted of the following at December 31, 2015 and 2014: 2015 2014 Above market lease $ 1,122 $ 1,122 Lease in place 14,289 14,289 Tenant relationships 2,068 2,068 Leasing commission 2,606 2,606 Leasing commission after acquisition 148 20,233 20,085 Less Accumulated amortization (5,460 ) (661 ) Deferred Lease Intangibles $ 14,773 $ 19,424 Deferred Lease Intangibles - Below Market Leases at December 31, 2015 and 2014 were: 2015 2014 Below market leases $ 2,548 $ 2,548 Less accumulated amortization (607 ) (75 ) Deferred Lease Intangibles $ 1,941 $ 2,473 Amortization of above and below market leases was recorded as an adjustment to revenues and amounted to $351 and $52 in 2015 and 2014, respectively. Amortization of all other deferred lease intangibles has been included in depreciation and amortization in the accompanying consolidated income statements and amounted to $4,618 and $638 in 2015 and 2014, respectively. Projected amortization of deferred lease intangibles for the next five years as of December 31, 2015 is as follows: Years Ending December 31, 2016 $ 3,699 2017 3,135 2018 2,490 2019 1,832 2020 832 |
Investments in Real Estate Join
Investments in Real Estate Joint Ventures | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Investments in Real Estate Joint Ventures | (6) Investments in Real Estate Joint Ventures The Company, through its Operating Partnership, has the following investment in real estate joint ventures, which are accounted for on the equity method of accounting based on significant influence over the entities and lack of control over the entities: · At December 31, 2014 a 51.5% equity interest in the Class A shares of Colony Hills Capital Residential II, LLC (CHCR II) which is a joint venture with Colony Hills Capital, LLC, for an investment of $1,250. The Company has no controlling interest in CHCR II. CHCR II is the sole member of Wynthrope Holdings, LLC, which owned Wynthrope Forest Apartments, a 23 building, 270 unit multifamily complex located in Riverdale, a suburb of Atlanta, Georgia. In July 2015 Wynthrope Holdings, LLC, sold Wynthrope Forest Apartments and the Companys investment liquidated. For the year ended December 31, 2015, the Company recognized a gain of $1,380 related to the disposition of the investment. · At December 31, 2015 and 2014 a 50.3% interest in TCG 5400 FIB LP (5400 FIB), which was obtained in October and November of 2013 for a total of $3,900. 5400 FIB owns a warehouse facility (the Property) in Atlanta, Georgia containing 682,750 rentable square feet of space. The initial purchase price of the Property was $21,900 which included $15,000 of secured debt. The Company performed an analysis to determine whether or not these entities represent variable interest entities (VIEs), and if the Company is the primary beneficiary (PB) of the VIEs. The Company concluded that CHCR II is a VIE. The Company has determined that it is not the PB of the VIE as the Company does not have the ability to make decisions over the activities that most significantly impact the performance of CHCR II. The Company accounts for the CHCR II investment as an equity method investment. The Company concluded that 5400 FIB is not a VIE. The Company accounts for the 5400 FIB investment as an equity method investment. On November 24, 2014, the Company acquired a 100% fee simple interest in the real property assets of the TCG Cincinnati DRE LP (the Partnership), which the Company, through its Operating Partnership, held a 12.3% limited partnership interest acquired in 2012, and accounted for on the equity method. At December 31, 2014, the Company included the amount due for its Partnership interest, $22, in Other assets. The Partnership was liquidated in 2015. The Company recorded income (loss) from its investments in real estate joint ventures in the amounts of $(85) in 2015 and $175 in 2014, respectively. Distributions amounted to $2,178 in 2015 and $1,468 in 2014. Management of the Company monitors the financial position of the Companys joint venture partners. To the extent that management of the Company determines that a joint venture partner has financial or liquidity concerns, management will evaluate all actions and remedies available to the Company under the applicable joint venture agreement to minimize any potential adverse implications to the Company. |
Future Minimum Rental Receipts
Future Minimum Rental Receipts Under Non-Cancellable Leases | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Future Minimum Rental Receipts Under Non-Cancellable Leases | (7) Future Minimum Rental Receipts Under Non-Cancellable Leases The following schedule indicates approximate future minimum rental receipts due under non-cancellable operating leases for real estate properties, by year, as of December 31, 2015: Year ending December 31, Future Minimum 2016 $ 13,735 2017 $ 13,112 2018 $ 11,150 2019 $ 8,622 2020 $ 4,786 Thereafter $ 7,981 Total Minimum Rental Receipts $ 59,386 |
Senior Debt
Senior Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Senior Debt | (8) Senior Debt On October 28, 2014, the Company, its Operating Partnership and certain subsidiaries of its Operating Partnership entered into a senior secured loan agreement (Senior Loan) with investment entities, or the Funds, managed by Senator Investment Group LP. The Senior Loan was a $192,000 facility with $71,000 designated as Tranche A, $101,000 designated as Tranche B and $20,000 designated as Tranche C and the deemed original issue discount. The Company borrowed $69,200 under Tranche A and $95,800 under Tranche B for a total of $165,000. At December 31, 2015, there was $165,000 of indebtedness outstanding under the Senior Loan and $20,000 of original issue discount, which was accreted over the initial six month term of the Senior Loan through April 28, 2015, and PIK is also accreted to debt. Accordingly, there was $196,800, net of $0 of unamortized original issue discount, and deferred interest payable of $8,081, and $173,627, net of $12,877 of unamortized original issue discount, and deferred interest payable of $1,653, outstanding at December 31, 2015 and 2014, respectively. The Senior Loan initially matured on April 28, 2015, and has been extended to the current maturity date of February 29, 2016. As of February 9, 2016 the Senior Loan was transferred to a new entity, Holder. As of February 29, 2016 the Company was unable to pay the full amount of the Senior Loan due and Company and Holder entered into a forbearance agreement acknowledging the default under the loan for non-payment in full at maturity and providing for a forbearance of action through April 30, 2016. During this period the Company will seek to restructure the loan, obtain alternative debt, additional equity or other capital. There is no assurance, however, that those forms of capital or restructure will be available to us, or on terms acceptable to us. The proceeds from the borrowings were used to fund the acquisitions discussed in note 3 as well as repay the Companys previous secured line of credit, and fund working capital. The relevant terms of the borrowing arrangement are as follows: · The borrowings under the Senior Loan bear interest at a current pay rate equal to 7% annum. · The borrowings under the Senior Loan were made in tranches and also accrue payment-in-kind (PIK) interest at an annual rate of 3% compounded monthly on Tranche A amounts, and at an annual rate of 8% compounded monthly on Tranche B amounts. Interest on Tranche C accrues only upon default. The weighted average of PIK interest was approximately 5% at December 31, 2015 and 2014. Accrued PIK interest amounted to $11,800 at December 31, 2015 and $1,504 at December 31, 2014, respectively, and is included in debt in the consolidated balance sheets. All PIK amounts are due at maturity. · With respect to repayment of (a) Tranche A, a make-whole fee in an amount equal to four percent (4%) of the outstanding balance of Tranche A will be payable; (b) Tranche B, a make-whole fee in an amount equal and five percent (5%) of the outstanding balance of Tranche B will be payable; and (c) Tranche C (the original issue discount) on or after an event of default, a make whole fee in an amount equal to five percent (5%) of the outstanding balance of Tranche C will be payable. The Company has accrued the make-whole fees due upon the maturity of the Senior Loan on February 29, 2016 on the straight line basis which approximates the effective interest rate. The amount of make whole fees accrued at December 31, 2015, and 2014 was $8,081, and $1,653, respectively, and is included in deferred interest in the accompanying consolidated balance sheets. · The borrowings under the Senior Loan are secured by first lien mortgages on all of the Companys existing properties and pledges of equity interests in the Operating Partnership. · The obligations under the Senior Loan are guaranteed by the Company. · The Senior Loan contains affirmative and negative covenants, which include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. · The Senior Loan contains financial covenants that require the maintenance of a minimum debt service coverage ratio as of the last day of any fiscal quarter of 1.1 to 1.0 and an annual amount of net operating income of not less than $12,200. · The Senior Loan is subject to acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness, failure to pay taxes or a change of control of our company, as defined in the senior secured loan agreement. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | (9) Stockholders Equity Preferred Stock The Companys amended and restated charter authorizes the Company to issue up to 100,000,000 shares of its $0.01 par value preferred stock as of December 31, 2015 and 2014. As of December 31, 2015 and 2014, there were no shares of preferred stock issued and outstanding. Common Stock The Company at December 31, 2015 and 2014 has 900,000,000 shares of authorized common stock at $0.01 par value, of which 1,327,859 were issued and outstanding at December 31, 2015 and 2014, respectively, including stock dividends. Common stockholders have full voting rights and are entitled to one vote per share held and are entitled to receive dividends when and if declared. Distributions The Companys Board of Directors declared a stock distribution of 0.015 shares each of our common stock, or 1.5% per distribution of each outstanding share of common stock, to our stockholders of record at the close of business on March 31, 2014 and was issued on April 15, 2014.There were no distributions declared or made during the year ended December 31, 2015. 2014 Incentive Award Plan In April 2014, the Companys Board of Directors adopted, and in June 2014 the Companys stockholders approved, the 2014 Incentive Award Plan, or Plan, under which we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The aggregate number of shares of our common stock and/or LTIP units of partnership interest in our Operating Partnership, or LTIP units that are available for issuance under awards granted pursuant to the Plan is 750,000 shares/LTIP units. Shares and units granted under the Plan may be authorized but unissued shares/LTIP units, or, if authorized by the board of directors, shares purchased in the open market. If an award under the Plan is forfeited, expires or is settled for cash, any shares/LTIP units subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Plan. However, the following shares/LTIP units may not be used again for grant under the Plan: (1) shares/LTIP units tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options. The maximum number of shares that may be issued under the Plan upon the exercise of incentive stock options is 750,000. The Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, stock payments, restricted stock units, or RSUs, performance shares, other incentive awards, LTIP units, SARs, and cash awards. No awards have been granted to date under the Plan. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | (10) Commitments Operating Leases The Company leases space for its corporate office under the terms of a sub-lease. Rental expense for operating leases, including common-area maintenance, was $328 in 2015 and $331 in 2014. Future amounts of minimum future annual rental commitments under the operating lease as of December 31, 2015 were $189 for 2016. The lease expires August 31, 2016. Employment Agreements On September 10, 2014, the Company entered into employment agreements with Jeffrey E. Witherell, the Companys Chief Executive Officer, Pendleton P. White, Jr., the Companys President and Chief Investment Officer, and Daniel C. Wright, the Companys Executive Vice President and Chief Financial Officer. As approved by the compensation committee of the Board of Directors the agreements provide for base salaries ranging from $200 to $300 annually with discretionary cash performance awards. The agreements contain provisions for equity awards, general benefits, and termination and severance provisions, consistent with similar positions and companies. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plan | (11) Retirement Plan The Company in December, 2014 funded individual SEP IRA retirement accounts for all employees. The contribution was a percentage of salary paid for the year and the total amount of $123 is included in General and Administrative expense. No contributions were made in 2015. The Company has no control or administrative responsibility related to the individual accounts and is not obligated to fund in future years. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These consolidated financial statements of the accounts of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). All significant intercompany transactions have been eliminated in consolidation. These consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Companys financial position and results of operations. The consolidated financial statements include the accounts of the Company on a consolidated basis for its wholly owned subsidiaries. |
Equity Method of Accounting | Equity Method of Accounting The Company accounts for our 51.5% interest in Colony Hills Capital Residential II, LLC and our 50.3% interest in 5400 FIB LP under the equity method of accounting as the Company does not control but has the ability to exercise significant influence on these entities. Under the equity method of accounting, the Company recognizes our proportional share of net income or loss as determined under GAAP in our results of operations. The 51.5% interest in Colony Hill Capital Residential II, LLC was liquidated in 2015. The Companys policy is to consolidate all entities that are wholly owned and those in which it owns less than 100% but controls, as well as any variable interest entities in which it is the primary beneficiary. The Company evaluates its ability to control an entity and whether the entity is a variable interest entity and the Company is the primary beneficiary through consideration of the substantive terms of the arrangement to identify which enterprise has the power to direct the activities of a variable interest entity that most significantly impacts the entitys economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Investments in entities in which we do not control but over which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities that we do not control and over which we do not exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our ability to correctly assess our influence and/or control over an entity affects the presentation of these investments in our consolidated financial statements. |
Income Taxes | Income Taxes The Company elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended, and has operated as such beginning with the tax year ending December 31, 2012. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that we distribute as dividends to our stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four tax years following the year during which qualification is lost, unless it is able to obtain relief under certain statutory provisions. Such an event could materially and adversely affect the net income and net cash available for distribution to stockholders. However, the Company intends to organize and operate in such a manner as to qualify for treatment as a REIT. The Company files income tax returns in the U.S federal jurisdiction and various state jurisdictions. The statute of limitations for the Companys income tax returns is generally three years and as such, the Companys returns that remain subject to examination would be primarily from 2012 and thereafter. To the extent the Company does not utilize the full amount of the annual federal tax basis net operating loss (NOL) limit, the unused amount may be carried forward to offset taxable income in future years. NOLs expire 20 years after the year in which they arise. The Companys NOL of approximately $42,306 in 2015, $14,113 in 2014, $3,019 in 2013, and $1,889 in 2012, expire in the years 2035, 2034, 2033, and 2032, respectively. The Companys net tax basis of real estate amounted to $153,393. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding impairments. These estimates and assumptions are based on managements best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions. |
Risks and Uncertainties | Risks and Uncertainties The state of the overall economy can significantly impact the Companys operational performance and thus impact its financial position. Should the Company experience a significant decline in operational performance, it may affect the Companys ability to make distributions to its shareholders, service debt, or meet other financial obligations. |
Segments | Segments The Company has one reportable segmentindustrial properties. These properties have similar economic characteristics and also meet the other criteria that permit the properties to be aggregated into one reportable segment. |
Revenue Recognition and Tenant Receivables | Revenue Recognition and Tenant Receivables Minimum rental income from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. The Company maintains allowances for doubtful accounts receivable and straight-line rents receivable, based upon estimates determined by management. Management specifically analyzes aged receivables, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. At December 31, 2015 and 2014 the Company did not recognize an allowance for doubtful accounts. |
Tenant Concentration and Rental Revenue Components | Tenant Concentration and Rental Revenue Components For the years ended December 31, 2015 and 2014, rental income was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements. The following tenant represents 10% or greater of rental revenue for the years ended December 31, 2015 and 2014: 2015 2014 Pier One 12.3% 12.0% Rental revenue is comprised of the following: Year Ended Year Ended December 31, December 31, (in thousands) 2015 2014 Income from leases $ 13,710 $ 1,989 Straight-line rent adjustment 606 80 Reimbursable expenses 4,623 544 Amortization of above market leases (182 ) (24 ) Amortization of below leases 533 75 Total $ 19,290 $ 2,664 |
Cash Equivalents and Restricted Cash | Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2015 and 2014. The Company maintains cash and restricted cash representing tenant security deposits, in bank deposit accounts, which at times may exceed federally insured limits. As of December 31, 2015, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significant risk of loss. |
Financial Instruments | Financial Instruments The Company estimates that the carrying value of cash, restricted cash, senior debt, and deferred interest approximate their fair values based on their short-term maturity and prevailing interest rates. |
Deferred Offering Costs | Deferred Offering Costs Effective June |
Business Combinations | Business Combinations In accordance with Financial Accounting Standards Board, (FASB), ASC 805-10 Business Combinations, the assets and liabilities acquired are recorded at their fair values as of the acquisition date. Acquisition related costs are recognized as expense in the periods in which incurred. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, the allocation of those cash flows to identifiable intangible assets, and in determining the estimated fair value for assets acquired and liabilities assumed. The amounts allocated to lease intangibles (leases in place, leasing commissions, tenant relationships, and above and below market leases) are based on managements estimates and assumptions, as well as other information compiled by management, including independent third party analysis and market data and are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period. |
Depreciation | Depreciation Depreciation of buildings and other improvements is computed using the straight-line method over the estimated remaining useful lives of the assets, which generally range from 11 to 34 years for buildings and 3 to 13 years for site improvements. Building improvements are capitalized, while maintenance and repair expenses are charged to expense as incurred. Significant renovations and improvements that improve or extend the useful life of the assets are capitalized. |
Amortization of Deferred Lease Intangibles - Assets and Liabilities | Amortization of Deferred Lease Intangibles - Assets and Liabilities Deferred Lease Intangible assets consist of leases in place, leasing commissions, tenant relationships, and above market leases. Deferred Lease Intangible liabilities represent below market leases. These intangibles have been recorded at their fair market value in connection with the acquisition of properties in 2014. Intangible assets are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the carrying values of our respective long-lived assets, including goodwill, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Recoverability of real estate assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. In order to review our real estate assets for recoverability, the Company considers current market conditions, as well as our intent with respect to holding or disposing of the asset. Our intent with regard to the underlying assets might change as market conditions change, as well as other factors. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property and quoted market values and third-party appraisals, where considered necessary. If our analysis indicates that the carrying value of the real estate asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property. The Company has determined there is no impairment of value of long lived assets. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are amortized over the life of the related debt instrument on a straight line basis which approximates the effective interest method. Amortization of this expense is included in interest expense in the consolidated income statements. At December 31, 2015 and December 31, 2014 gross deferred financing costs amounted to $3,940 and $2,845, respectively, and accumulated amortization amounted to $3,940 and $1,013, respectively, for net amounts of $0, and $1,832, respectively. Amortization of deferred financing costs, included in interest expense, was $2,927 in 2015 and $1,013 in 2014. |
Discount on Borrowings | Discount on Borrowings Original issue discount on the Companys debt amounted to $20,000 during the year ended December 31, 2014 and is recorded as a reduction of debt. The amount is amortized from the date the borrowings were obtained through the initial maturity date of April 28, 2015 on a straight line basis which approximates the effective interest method. Amortization of the amount is included in interest expense and amounted to $12,877 in 2015 and $7,123 in 2014 and is accreted to the Senior Loan. |
Earnings Per Share | Earnings per Share Basic net loss per share is computed by dividing net loss by the weighted average shares of common stock outstanding for each year, which is also presented on the consolidated income statements. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The Company has not granted any stock options or stock-based awards under the 2014 Incentive Award Plan. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has evaluated all ASUs released by the FASB through the date the financial statements were issued and determined that the following ASUs apply to the Company. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entitys ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entitys ability to continue as a going concern. The standard applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is evaluating the effect that ASU 2014-15 will have on its consolidated financial statements and related disclosures. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) to address financial reporting consolidations for the evaluation as to the requirement to consolidate certain legal entities. ASU 201502 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The Company is evaluating the impact of ASU 2015-02. In April 2015, the FASB issued ASU 2015-03 Interest Imputation of Interest (Subtopic 835-30) as part of the initiative to reduce complexity in accounting standards. The update requires 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 the debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim periods within those fiscal years. The Company is evaluating the impact of ASU 2015-03, and if early adoption is appropriate in future reporting periods. In January 2016, the FASB issued ASU 2016-01, Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The Company is currently assessing the potential impact that the adoption of ASU 2016-01 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position or results of operations. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies Tables | |
Tenant representing 10% or greater of rental revenue | 2015 2014 Pier One 12.3% 12.0% |
Rental revenue composition | Year Ended Year Ended December 31, December 31, (in thousands) 2015 2014 Income from leases $ 13,710 $ 1,989 Straight-line rent adjustment 606 80 Reimbursable expenses 4,623 544 Amortization of above market leases (182 ) (24 ) Amortization of below market leases 533 75 Total $ 19,290 $ 2,664 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisition by Acquisition | Purchase price allocation: Total Real estate properties: Land $ 18,051 Building 109,430 Site improvements 10,416 Total real estate properties 137,897 Deferred lease intangibles: Above market lease 1,122 Lease in place 14,289 Tenant relationships 2,068 Leasing commission 2,606 Total deferred lease intangibles 20,085 Deferred lease Intangibles - below market leases (2,548 ) Totals $ 155,434 |
Business Acquisition Pro Forma Information | 2014 Revenues $ 18,467 Net loss $ (50,643 ) |
Real Estate Properties (Tables)
Real Estate Properties (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Real Estate [Abstract] | |
Real estate properties | 2015 2014 Land $ 18,051 $ 18,051 Buildings 109,725 109,430 Site improvements 10,442 10,416 Construction in process 18 215 138,236 138,112 Less accumulated depreciation (8,522 ) (1,004 ) Real estate properties $ 129,714 $ 137,108 |
Deferred Lease Intangibles (Tab
Deferred Lease Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Deferred lease intangibles | Deferred Lease Intangible assets consisted of the following at December 31, 2015 and 2014: 2015 2014 Above market lease $ 1,122 $ 1,122 Lease in place 14,289 14,289 Tenant relationships 2,068 2,068 Leasing commission 2,606 2,606 Leasing commission after acquisition 148 20,233 20,085 Less Accumulated amortization (5,460 ) (661 ) Deferred Lease Intangibles $ 14,773 $ 19,424 Deferred Lease Intangibles - Below Market Leases at December 31, 2015 and 2014 were: 2015 2014 Below market leases $ 2,548 $ 2,548 Less accumulated amortization (607 ) (75 ) Deferred Lease Intangibles $ 1,941 $ 2,473 |
Projected amortization of deferred lease intangibles | Years Ending December 31, 2016 $ 3,699 2017 3,135 2018 2,490 2019 1,832 2020 832 |
Future Minimum Rental Receipt24
Future Minimum Rental Receipts Under Non-Cancellable Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Approximate future minimum rental receipts due under non-cancellable operating leases for real estate properties | Year ending December 31, Future Minimum 2016 $ 13,735 2017 $ 13,112 2018 $ 11,150 2019 $ 8,622 2020 $ 4,786 Thereafter $ 7,981 Total Minimum Rental Receipts $ 59,386 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Tenant Concentration (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Customer Concentration Risk | Pier One | ||
Tenant rental revenue concentration | 12.30% | 12.00% |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Rental Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies - Rental Revenue Details | ||
Income from leases | $ 13,710 | $ 1,989 |
Straight-line rent adjustment | 606 | 80 |
Reimbursable expenses | 4,623 | 544 |
Amortization of above market leases | (182) | (24) |
Amortization of below market leases | 533 | 75 |
Total rental revenue | $ 19,290 | $ 2,664 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies Details Narrative | |||
REIT income distribution requirement | To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders | ||
NOL | $ 42,306 | $ 14,960 | $ 3,019 |
NOL expiration date | Dec. 31, 2035 | Dec. 31, 2034 | Dec. 31, 2033 |
Net tax basis | $ 153,393 | ||
Cash equivalents | 0 | $ 0 | |
Deferred offering costs | $ 938 | ||
Estimated remaining useful lives | 11 to 34 years for buildings and 3 to 13 years for site improvements | ||
Deferred Financing Costs | |||
Gross deferred financing costs | $ 3,940 | 2,845 | |
Accumulated amortization of deferred financing costs | 3,940 | 1,013 | |
Deferrred financing costs, net | 0 | 1,832 | |
Discount on Borrowings | |||
Amortization of original issue discount | $ 12,877 | $ 7,123 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisition by Acquisition (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Rental property: | ||
Site improvements | $ 10,442 | $ 10,416 |
Deferred lease intangibles: | ||
Above market lease | 1,122 | 1,122 |
Lease in place | 14,289 | 14,289 |
Tenant relationships | 2,068 | 2,068 |
Leasing commission | $ 2,754 | 2,606 |
Purchase Price Allocation Total | ||
Rental property: | ||
Land | 18,051 | |
Building | 109,430 | |
Site improvements | 10,416 | |
Total Rental Property | 137,897 | |
Deferred lease intangibles: | ||
Above market lease | 1,122 | |
Lease in place | 14,289 | |
Tenant relationships | 2,068 | |
Leasing commission | 2,606 | |
Total deferred lease intangibles | 20,085 | |
Total | $ 155,434 |
Business Combinations - Busines
Business Combinations - Business Acquisition Pro Forma Information (Details) - Pro Forma $ in Thousands | 3 Months Ended |
Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | |
Revenues | $ 18,467 |
Net loss | $ (50,643) |
Business Combinations (Details
Business Combinations (Details Narrative) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014USD ($)ft²Integer | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)ft²Integer | |
Business Combinations [Abstract] | |||
Number of properties acquired | Integer | 20 | 20 | |
Rentable space | ft² | 4,000,000 | 4,000,000 | |
Aggregate purchase price of properties acquired | $ 155,434 | ||
Other assets acquired | 41 | $ 41 | |
Assumed accounts payable, accrued expenses and other liabilities | 1,038 | 1,038 | |
Non-cash adjustment | 434 | ||
Total purchase price of properties | $ 154,003 | ||
Revenue from acquired businesses | $ 19,290 | $ 2,664 |
Real Estate Properties - Real e
Real Estate Properties - Real estate properties (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Real Estate [Abstract] | ||
Land | $ 18,051 | $ 18,051 |
Buildings | 109,725 | 109,430 |
Site improvements | 10,442 | 10,416 |
Construction in process | 18 | 215 |
Real estate properties | 138,236 | 138,112 |
Less accumulated depreciation | 8,522 | 1,004 |
Real estate properties, net | $ 129,714 | $ 137,108 |
Real estate properties (Details
Real estate properties (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Real Estate Properties Details Narrative | ||
Depreciation expense | $ 7,518 | $ 1,004 |
Deferred Lease Intangible Asset
Deferred Lease Intangible Assets and Below Market Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Lease Intangible Assets | ||
Above market lease | $ 1,122 | $ 1,122 |
Lease in place | 14,289 | 14,289 |
Tenant relationships | 2,068 | 2,068 |
Leasing commission | 2,754 | 2,606 |
Deferred lease intangibles, gross | 20,233 | 20,085 |
Less Accumulated amortization | 5,460 | 661 |
Deferred lease intangibles | 14,773 | 19,424 |
Deferred Lease Intangibles - Below Market Leases | ||
Deferred lease intangibles - below market leases | 2,548 | 2,548 |
Less accumulated amortization | 607 | 75 |
Deferred Lease Intangibles | $ 1,941 | $ 2,473 |
Deferred Lease Intangibles (Det
Deferred Lease Intangibles (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amoritization of above and below market leases | $ (351) | $ (52) |
Amortization of other lease intangibles included in depreciation and amortization | $ 4,618 | $ 638 |
Projected Amortization of Defer
Projected Amortization of Deferred Lease Intangibles (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Years Ending December 31, | |
2,016 | $ 3,699 |
2,017 | 3,135 |
2,018 | 2,490 |
2,019 | 1,832 |
2,020 | $ 832 |
Investments in Real Estate Jo36
Investments in Real Estate Joint Ventures - A condensed summary of the financial position and results of operations of the joint ventures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Revenue and Expenses | ||
Gain on sale of real estate | $ 1,380 | $ 332 |
Joint Venture | ||
Assets | ||
Real estate properties, at historical cost | 20,833 | 38,262 |
Other assets | 1,337 | 517 |
Total assets | 22,170 | 38,779 |
Liabilities | ||
Mortgage payable | 14,248 | 25,053 |
Other liabilities | 2,022 | 3,399 |
Total liabilities | 16,270 | 28,452 |
Equity | 5,900 | 10,327 |
Total liabilities and equity | 22,170 | 38,779 |
Operating Revenue and Expenses | ||
Revenues | 5,690 | 8,465 |
Gain on sale of real estate | 1,380 | 5,845 |
Expenses | 5,982 | 8,521 |
Net Income(Loss) | $ 1,088 | $ 5,789 |
Investment in Joint Ventures (D
Investment in Joint Ventures (Details Narrative) $ in Thousands | 2 Months Ended | 12 Months Ended | |||
Nov. 30, 2013USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)Integer | Nov. 24, 2014 | Sep. 10, 2012 | |
Income (loss) from investments in real estate joint ventures | $ (85) | $ 175 | |||
CHCR II, TCG Cincinnati DRE LP, and TCG 5400 FIB LP | |||||
Income (loss) from investments in real estate joint ventures | (85) | 175 | |||
Cash distributions from investments in joint ventures | $ 2,178 | $ 1,468 | |||
Colony Hills Capital Residential II, LLC | VIE Not Primary Beneficiary | |||||
Ownership interest | 51.50% | ||||
Ownership interest additional information | the Company recognized a gain of $1,380 related to the disposition of the investment. The 51.5% interest in Colony Hill Capital Residential II, LLC was liquidated in 2015. | ||||
Purchase price for the equity interest acquired | $ 1,250 | ||||
Number of buildings in property | Integer | 23 | ||||
Number of units in multifamily complex | Integer | 270 | ||||
TCG 5400 FIB LP | |||||
Ownership interest | 50.30% | 50.30% | |||
Purchase price for the equity interest acquired | $ 3,900 | ||||
Property area (square feet) | ft² | 682,750 | ||||
Total purchase price paid by joint venture | $ 21,900 | ||||
Portion of purchase paid for with secured debt | $ 15,000 | ||||
TCG Cincinnati DRE LP | Partnership Interest | |||||
Ownership interest | 100.00% | 12.30% | |||
Amount due for partnership interest | $ 22 |
Future Minimum Rental Receipt38
Future Minimum Rental Receipts Under Non-Cancellable Leases - Approximate future minimum rental receipts due under non-cancellable operating leases for real estate properties (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Year ending December 31, | |
2,016 | $ 13,735 |
2,017 | 13,112 |
2,018 | 11,150 |
2,019 | 8,622 |
2,020 | 4,786 |
Thereafter | 7,981 |
Total Minimum Rental Receipts | $ 59,386 |
Senior Debt (Details Narrative)
Senior Debt (Details Narrative) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | |
Feb. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Senior secured credit facility, current borrowings | $ 2,000 | ||
Senior secured credit facility, deferred interest payable | $ 8,081 | 1,653 | |
Senior secured credit facility, repayments | 2,000 | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Senior secured credit facility | 192,000 | ||
Senior secured credit facility, current borrowings | 165,000 | ||
Senior secured credit facility, original issue discount | 20,000 | ||
Senior secured credit facility, outstanding | $ 196,800 | 173,627 | |
Senior secured credit facility, unamortized original issue discount | 0 | 12,877 | |
Senior secured credit facility, deferred interest payable | $ 8,081 | $ 1,653 | |
Senior secured credit facility, maturity date | Feb. 29, 2016 | Apr. 28, 2015 | |
Senior secured credit facility, debt interest rate | 7.00% | 7.00% | |
Senior secured credit facility, weighted average interest rate | 5.00% | 5.00% | |
Senior secured credit facility, paid-in-kind interest | $ 11,800 | $ 1,504 | |
Senior secured credit facility, collateral | The borrowings under the Senior Loan are secured by first lien mortgages on all of the Companys existing properties and pledges of equity interests in the Operating Partnership. | ||
Senior secured credit facility, covenant terms | The Senior Loan contains affirmative and negative covenants, which include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The Senior Loan contains financial covenants that require the maintenance of a minimum debt service coverage ratio as of the last day of any fiscal quarter of 1.1 to 1.0 and an annual amount of net operating income of not less than $12,200. The Senior Loan is subject to acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness, failure to pay taxes or a change of control of our company, as defined in the senior secured loan agreement. | ||
Senior Notes | Tranche C | |||
Debt Instrument [Line Items] | |||
Senior secured credit facility | $ 20,000 | ||
Senior secured credit facility, interest rate description | Payment-in-kind interest accrues only upon default. | Payment-in-kind interest at an annual rate of 8% compounded monthly. | |
Senior secured credit facility, payment terms | With respect to repayment of Tranche C (the original issue discount) on or after an event of default, a make whole fee in an amount equal to five percent (5%)of the outstanding balance of Tranche C will be payable. | ||
Senior Notes | Tranche B | |||
Debt Instrument [Line Items] | |||
Senior secured credit facility | $ 101,000 | ||
Senior secured credit facility, current borrowings | $ 95,800 | ||
Senior secured credit facility, outstanding | $ 95,800 | ||
Senior secured credit facility, interest rate description | Payment-in-kind interest at an annual rate of 8% compounded monthly. | Payment-in-kind interest at an annual rate of 8% compounded monthly. | |
Senior secured credit facility, payment terms | With respect to repayment of Tranche B, a make-whole fee in an amount equal and five percent (5%) of the outstanding balance of Tranche B will be payable. | ||
Senior Notes | Tranche A | |||
Debt Instrument [Line Items] | |||
Senior secured credit facility | $ 71,000 | ||
Senior secured credit facility, current borrowings | $ 69,200 | ||
Senior secured credit facility, outstanding | $ 69,200 | ||
Senior secured credit facility, interest rate description | Payment-in-kind interest at an annual rate of 3% compounded monthly. | Payment-in-kind interest at an annual rate of 3% compounded monthly. | |
Senior secured credit facility, payment terms | With respect to repayment of Tranche A, a make-whole fee in an amount equal to four percent (4%) of the outstanding balance of Tranche A will be payable. | ||
Subsequent Event | Senior Notes | |||
Debt Instrument [Line Items] | |||
Senior secured credit facility, description of default | The Senior Loan initially matured on April 28, 2015, and has been extended to the current maturity date of February 29, 2016. As of February 9, 2016 the Senior Loan was transferred to a new entity, "Holder". As of February 29, 2016 the Company was unable to pay the full amount of the Senior Loan due and Company and Holder entered into a forbearance agreement acknowledging the default under the loan for non-payment in full at maturity and providing for a forbearance of action through April 30, 2016. During this period the Company will seek to restructure the loan, obtain alternative debt, additional equity or other capital. |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares issued | 1,327,859 | 1,327,859 |
Common stock, shares outstanding | 1,327,859 | 1,327,859 |
Voting rights | Common stockholders have full voting rights and are entitled to one vote per share held and are entitled to receive dividends when and if declared. | |
Stock distributions, description | There were no distributions declared or made during the year ended December 31, 2015. | The Companys Board of Directors declared a stock distribution of 0.015 shares each of our common stock, or 1.5% per distribution of each outstanding share of common stock, to our stockholders of record at the close of business on March 31, 2014 and was issued on April 15, 2014. |
Incentive award plan, shares authorized | 750,000 | |
Incentive award plan, shares available for grant | 750,000 | |
Incentive award plan, awards granted | 0 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Rental expense for operating lease | $ 328 | $ 331 |
Minimum future annual rental commitments under the operating lease | ||
2,016 | 189 | |
Minimum | ||
Employment Agreements | ||
Base salaries | 200 | |
Maximum | ||
Employment Agreements | ||
Base salaries | $ 300 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Amount funded to individual SEP IRA retirement accounts | $ 0 | $ 123 |
Schedule III - Real Estate Prop
Schedule III - Real Estate Properties and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial costs of land | $ 18,051 | |||
Initial costs of building and improvements | 119,846 | |||
Costs capitalized subsequent to acquisition | 339 | |||
Gross amounts of land | 18,051 | |||
Gross amounts of building and improvements | 120,185 | |||
Total real estate properties, gross | 138,236 | $ 138,112 | ||
Accumulated depreciation | [1] | 8,522 | $ 1,004 | |
The aggregate tax basis for federal tax purposes | $ 158,457 | |||
Chicago, IL 3940 Stern Avenue | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 1,156 | |||
Initial costs of building and improvements | 5,141 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 1,156 | |||
Gross amounts of building and improvements | 5,141 | |||
Total real estate properties, gross | 6,297 | |||
Accumulated depreciation | [1] | $ 396 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,987 | ||
Building depreciation life-years | 16 years | |||
Chicago, IL 1875 Holmes Road | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 1,591 | |||
Initial costs of building and improvements | 5,205 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 1,591 | |||
Gross amounts of building and improvements | 5,205 | |||
Total real estate properties, gross | 6,796 | |||
Accumulated depreciation | [1] | $ 426 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,989 | ||
Building depreciation life-years | 16 years | |||
Chicago, IL 1355 Holmes Road | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 1,012 | |||
Initial costs of building and improvements | 2,789 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 1,012 | |||
Gross amounts of building and improvements | 2,789 | |||
Total real estate properties, gross | 3,801 | |||
Accumulated depreciation | [1] | $ 224 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1975/1999 | ||
Building depreciation life-years | 16 years | |||
Chicago, IL 2401 Commerce Drive | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 486 | |||
Initial costs of building and improvements | 4,598 | |||
Costs capitalized subsequent to acquisition | 34 | |||
Gross amounts of land | 486 | |||
Gross amounts of building and improvements | 4,632 | |||
Total real estate properties, gross | 5,118 | |||
Accumulated depreciation | [1] | $ 238 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,994 | ||
Building depreciation life-years | 28 years | |||
Chicago, IL 189 Seegers Road | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 470 | |||
Initial costs of building and improvements | 1,381 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 470 | |||
Gross amounts of building and improvements | 1,381 | |||
Total real estate properties, gross | 1,851 | |||
Accumulated depreciation | [1] | $ 81 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,972 | ||
Building depreciation life-years | 21 years | |||
Chicago, IL 11351 W. 183rd Street | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 361 | |||
Initial costs of building and improvements | 1,674 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 361 | |||
Gross amounts of building and improvements | 1,674 | |||
Total real estate properties, gross | 2,035 | |||
Accumulated depreciation | [1] | $ 86 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 2,000 | ||
Building depreciation life-years | 34 years | |||
Cincinnati, OH Mosteller Distribution Center | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 1,501 | |||
Initial costs of building and improvements | 9,424 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 1,501 | |||
Gross amounts of building and improvements | 9,424 | |||
Total real estate properties, gross | 10,925 | |||
Accumulated depreciation | [1] | $ 838 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,959 | ||
Building depreciation life-years | 11 years | |||
Cincinnati, OH 4115 Thunderbird Lane | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 275 | |||
Initial costs of building and improvements | 2,093 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 275 | |||
Gross amounts of building and improvements | 2,093 | |||
Total real estate properties, gross | 2,368 | |||
Accumulated depreciation | [1] | $ 129 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,991 | ||
Building depreciation life-years | 22 years | |||
Florence, KY 7585 Empire Drive | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 644 | |||
Initial costs of building and improvements | 2,656 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 644 | |||
Gross amounts of building and improvements | 2,656 | |||
Total real estate properties, gross | 3,300 | |||
Accumulated depreciation | [1] | $ 303 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,973 | ||
Building depreciation life-years | 11 years | |||
Columbus, OH 3500 Southwest Boulevard | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 1,488 | |||
Initial costs of building and improvements | 16,730 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 1,488 | |||
Gross amounts of building and improvements | 16,730 | |||
Total real estate properties, gross | 18,218 | |||
Accumulated depreciation | [1] | $ 1,019 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,992 | ||
Building depreciation life-years | 22 years | |||
Columbus, OH 3100 Creekside Parkway | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 1,205 | |||
Initial costs of building and improvements | 9,602 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 1,205 | |||
Gross amounts of building and improvements | 9,602 | |||
Total real estate properties, gross | 10,807 | |||
Accumulated depreciation | [1] | $ 495 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 2,004 | ||
Building depreciation life-years | 27 years | |||
Columbus, OH 8288 Green Meadows Dr. | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 1,107 | |||
Initial costs of building and improvements | 8,413 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 1,107 | |||
Gross amounts of building and improvements | 8,413 | |||
Total real estate properties, gross | 9,520 | |||
Accumulated depreciation | [1] | $ 686 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,988 | ||
Building depreciation life-years | 17 years | |||
Columbus, OH 8273 Green Meadows Dr. | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 341 | |||
Initial costs of building and improvements | 2,266 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 341 | |||
Gross amounts of building and improvements | 2,266 | |||
Total real estate properties, gross | 2,607 | |||
Accumulated depreciation | [1] | $ 133 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1996/2007 | ||
Building depreciation life-years | 27 years | |||
Columbus, OH 7001 American Pkwy | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 331 | |||
Initial costs of building and improvements | 1,416 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 331 | |||
Gross amounts of building and improvements | 1,416 | |||
Total real estate properties, gross | 1,747 | |||
Accumulated depreciation | [1] | $ 105 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1986/2007 & 212 | ||
Building depreciation life-years | 20 years | |||
Memphis, TN 6005, 6045 & 6075 Shelby Dr. | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 488 | |||
Initial costs of building and improvements | 4,918 | |||
Costs capitalized subsequent to acquisition | 32 | |||
Gross amounts of land | 488 | |||
Gross amounts of building and improvements | 4,950 | |||
Total real estate properties, gross | 5,438 | |||
Accumulated depreciation | [1] | $ 372 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,989 | ||
Building depreciation life-years | 19 years | |||
Jackson, TN 210 American Dr. | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 928 | |||
Initial costs of building and improvements | 10,441 | |||
Costs capitalized subsequent to acquisition | 0 | |||
Gross amounts of land | 928 | |||
Gross amounts of building and improvements | 10,441 | |||
Total real estate properties, gross | 11,369 | |||
Accumulated depreciation | [1] | $ 1,061 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1967/1981 & 2012 | ||
Building depreciation life-years | 13 years | |||
Altanta, GA 32 Dart Road | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 257 | |||
Initial costs of building and improvements | 4,453 | |||
Costs capitalized subsequent to acquisition | 215 | |||
Gross amounts of land | 257 | |||
Gross amounts of building and improvements | 4,668 | |||
Total real estate properties, gross | 4,925 | |||
Accumulated depreciation | [1] | $ 339 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,988 | ||
Building depreciation life-years | 18 years | |||
Portland, ME 56 Milliken Road | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 1,418 | |||
Initial costs of building and improvements | 7,412 | |||
Costs capitalized subsequent to acquisition | 27 | |||
Gross amounts of land | 1,418 | |||
Gross amounts of building and improvements | 7,439 | |||
Total real estate properties, gross | 8,857 | |||
Accumulated depreciation | [1] | $ 524 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1966/1995, 2005, 2013 | ||
Building depreciation life-years | 20 years | |||
Marlton, NJ 4 East Stow Road | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 1,580 | |||
Initial costs of building and improvements | 6,953 | |||
Costs capitalized subsequent to acquisition | 13 | |||
Gross amounts of land | 1,580 | |||
Gross amounts of building and improvements | 6,966 | |||
Total real estate properties, gross | 8,546 | |||
Accumulated depreciation | [1] | $ 484 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1,986 | ||
Building depreciation life-years | 22 years | |||
Cleveland, OH 1755 Enterprise Parkway | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | [2] | |||
Initial costs of land | $ 1,412 | |||
Initial costs of building and improvements | 12,281 | |||
Costs capitalized subsequent to acquisition | 18 | |||
Gross amounts of land | 1,412 | |||
Gross amounts of building and improvements | 12,299 | |||
Total real estate properties, gross | 13,711 | |||
Accumulated depreciation | [1] | $ 583 | ||
Year acquired | Dec. 31, 2014 | |||
Year built/renovated | [3] | 1979/2005 | ||
Building depreciation life-years | 27 years | |||
[1] | Depreciation is calculated over the remaining useful life of the property as determined at the time of the purchase price allocation, ranging from 11 to 34 years for building and 3 to 13 years for improvements. | |||
[2] | These properties secure the $165,000 senior loan. | |||
[3] | Renovation means significant upgrades, alterations, or additions to building interiors or exteriors. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Real Estate | |||
Balance at the beginning of the period | $ 138,112 | ||
Additions during the period | 124 | $ 138,112 | |
Balance at the end of the period | 138,236 | 138,112 | |
Accumulated Depreciation | |||
Balance at the beginning of the period | [1] | 1,004 | |
Depreciation expense | 7,518 | 1,004 | |
Balance at the end of the period | [1] | $ 8,522 | $ 1,004 |
[1] | Depreciation is calculated over the remaining useful life of the property as determined at the time of the purchase price allocation, ranging from 11 to 34 years for building and 3 to 13 years for improvements. |