Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Wheeler Real Estate Investment Trust, Inc. | |
Entity Central Index Key | 0001527541 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,693,271 | |
Entity Current Reporting Status | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
ASSETS: | ||
Investment properties, net | $ 422,506 | $ 436,006 |
Cash and cash equivalents | 3,934 | 3,544 |
Restricted cash | 16,426 | 14,455 |
Rents and other tenant receivables, net | 5,546 | 5,539 |
Notes receivable, net | 0 | 5,000 |
Assets held for sale | 6,799 | 6,118 |
Above market lease intangibles, net | 6,136 | 7,346 |
Operating lease right-of-use assets | 11,762 | 0 |
Deferred costs and other assets, net | 25,681 | 30,073 |
Total Assets | 498,790 | 508,081 |
LIABILITIES: | ||
Loans payable, net | 346,558 | 360,190 |
Liabilities associated with assets held for sale | 6,850 | 4,520 |
Below market lease intangibles, net | 8,576 | 10,045 |
Operating lease liabilities | 11,937 | 0 |
Accounts payable, accrued expenses and other liabilities | 10,001 | 12,116 |
Total Liabilities | 383,922 | 386,871 |
EQUITY: | ||
Common Stock ($0.01 par value, 18,750,000 shares authorized, 9,693,271 and 9,511,464 shares issued and outstanding, respectively) | 97 | 95 |
Accumulated deficit | (244,772) | (233,184) |
Additional paid-in capital | 233,861 | 233,697 |
Total Shareholders’ Equity | 30,683 | 42,061 |
Noncontrolling interests | 2,095 | 2,194 |
Total Equity | 32,778 | 44,255 |
Total Liabilities and Equity | 498,790 | 508,081 |
Series D Preferred | ||
LIABILITIES: | ||
Series D Cumulative Convertible Preferred Stock (no par value, 4,000,000 shares authorized, 3,600,636 shares issued and outstanding; $96.82 million and $91.98 million aggregate liquidation preference, respectively) | 82,090 | 76,955 |
Series A Preferred | ||
EQUITY: | ||
Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding), Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 1,875,748 shares issued and outstanding; $46.90 million aggregate liquidation preference) | 453 | 453 |
Series B Preferred Stock | ||
EQUITY: | ||
Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding), Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 1,875,748 shares issued and outstanding; $46.90 million aggregate liquidation preference) | $ 41,044 | $ 41,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Common stock, par value per share (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 18,750,000 | 18,750,000 |
Common stock, shares issued (in shares) | 9,693,271 | 9,511,464 |
Common stock, shares outstanding (in shares) | 9,693,271 | 9,511,464 |
Series D Preferred | ||
Preferred stock, no par value (in dollars per share) | ||
Preferred stock, shares authorized (in shares) | 4,000,000 | 4,000,000 |
Preferred stock, shares issued (in shares) | 3,600,636 | 3,600,636 |
Preferred stock, shares outstanding (in shares) | 3,600,636 | 3,600,636 |
Preferred stock, aggregate liquidation preference | $ 96,820,000 | $ 91,980,000 |
Series A Preferred | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized (in shares) | 4,500 | 4,500 |
Preferred stock, shares issued (in shares) | 562 | 562 |
Preferred stock, shares outstanding (in shares) | 562 | 562 |
Preferred stock, aggregate liquidation preference | $ 562,000 | $ 562,000 |
Series B Preferred Stock | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 1,875,748 | 1,875,748 |
Preferred stock, shares outstanding (in shares) | 1,875,748 | 1,875,748 |
Preferred stock, aggregate liquidation preference | $ 46,900,000 | $ 46,900,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUE: | ||||
Rental revenues | $ 15,391 | $ 15,711 | $ 31,161 | $ 31,532 |
Asset management fees | 13 | 47 | 26 | 172 |
Total Revenue | 15,532 | 16,941 | 31,527 | 33,234 |
OPERATING EXPENSES: | ||||
Property operations | 4,595 | 4,518 | 9,321 | 9,117 |
Non-REIT management and leasing services | 1 | 0 | 24 | 36 |
Depreciation and amortization | 5,287 | 7,422 | 11,103 | 14,898 |
Impairment of notes receivable | 5,000 | 0 | 5,000 | 0 |
Impairment of assets held for sale | 1,147 | 0 | 1,147 | 0 |
Corporate general & administrative | 1,380 | 2,268 | 3,194 | 4,776 |
Total Operating Expenses | 17,410 | 14,208 | 29,789 | 28,827 |
(Loss) gain on disposal of properties | (331) | 0 | 1,508 | 1,055 |
Operating (Loss) Income | (2,209) | 2,733 | 3,246 | 5,462 |
Interest income | 0 | 1 | 1 | 2 |
Interest expense | (4,947) | (5,180) | (9,740) | (9,757) |
Net Loss from Continuing Operations Before Income Taxes | (7,156) | (2,446) | (6,493) | (4,293) |
Income tax expense | (7) | (17) | (15) | (42) |
Net Loss | (7,163) | (2,463) | (6,508) | (4,335) |
Income from Discontinued Operations | 0 | 903 | 0 | 903 |
Net Loss | (7,163) | (1,560) | (6,508) | (3,432) |
Less: Net loss attributable to noncontrolling interests | (112) | (35) | (99) | (82) |
Net Loss Attributable to Wheeler REIT | (7,051) | (1,525) | (6,409) | (3,350) |
Preferred Stock dividends - declared | 0 | (3,206) | 0 | (6,413) |
Preferred Stock dividends - undeclared | (3,658) | 0 | (7,315) | 0 |
Net Loss Attributable to Wheeler REIT Common Shareholders | $ (10,709) | $ (4,731) | $ (13,724) | $ (9,763) |
Loss per share from continuing operations (basic and diluted) (in dollars per share) | $ (1.10) | $ (0.61) | $ (1.42) | $ (1.18) |
Income per share from discontinued operations (basic and diluted) (in dollars per share) | 0 | 0.10 | 0 | 0.10 |
Earnings per share (basic and diluted) (in dollars per share) | $ (1.10) | $ (0.51) | $ (1.42) | $ (1.08) |
Weighted-average number of shares: | ||||
Basic and Diluted (in shares) | 9,693,271 | 9,246,683 | 9,650,000 | 9,074,506 |
Commissions | ||||
REVENUE: | ||||
Non-lease revenues | $ 5 | $ 36 | $ 47 | $ 50 |
Other revenues | ||||
REVENUE: | ||||
Non-lease revenues | $ 123 | $ 1,147 | $ 293 | $ 1,480 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Equity - USD ($) $ in Thousands | Total | Series B Preferred Stock | Total Shareholders’ Equity | Total Shareholders’ EquitySeries B Preferred Stock | Preferred StockSeries A Preferred | Preferred StockSeries B Preferred Stock | Common Stock | Common StockSeries B Preferred Stock | Additional Paid-in Capital | Additional Paid-in CapitalSeries B Preferred Stock | Accumulated Deficit | Noncontrolling Interests |
Beginning balance, shares at Dec. 31, 2017 | 562 | 1,875,848 | 8,744,189 | 635,018 | ||||||||
Beginning balance at Dec. 31, 2017 | $ 70,596 | $ 63,508 | $ 453 | $ 40,915 | $ 87 | $ 226,978 | $ (204,925) | $ 7,088 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Accretion of Series B Preferred Stock discount | $ 22 | $ 22 | $ 22 | |||||||||
Issuance of Common Stock under Share Incentive Plan, shares | 43,459 | |||||||||||
Issuance of Common Stock under Share Incentive Plan | 330 | 330 | $ 0 | 330 | ||||||||
Conversion of Series B Preferred Stock to Common Stock, shares | (100) | 62 | ||||||||||
Conversion of Series B Preferred Stock to Common Stock | $ (2) | $ 2 | ||||||||||
Conversion of operating partnership units into common stock, shares | 9,706 | (9,706) | ||||||||||
Conversion of operating partnership units to Common Stock | 64 | $ 0 | 64 | $ (64) | ||||||||
Issuance of Common Stock for acquisition of JANAF, shares | 150,000 | |||||||||||
Issuance of Common Stock for acquisition of JANAF | 1,130 | 1,130 | $ 2 | 1,128 | ||||||||
Adjustment for noncontrolling interest in operating partnership | 505 | 505 | (505) | |||||||||
Dividends and distributions | (3,207) | (3,207) | (3,207) | |||||||||
Net Income | (1,872) | (1,825) | (1,825) | $ (47) | ||||||||
Ending balance, shares at Mar. 31, 2018 | 562 | 1,875,748 | 8,947,416 | 625,312 | ||||||||
Ending balance at Mar. 31, 2018 | 66,999 | 60,527 | $ 453 | $ 40,935 | $ 89 | 229,007 | (209,957) | $ 6,472 | ||||
Beginning balance, shares at Dec. 31, 2017 | 562 | 1,875,848 | 8,744,189 | 635,018 | ||||||||
Beginning balance at Dec. 31, 2017 | 70,596 | 63,508 | $ 453 | $ 40,915 | $ 87 | 226,978 | (204,925) | $ 7,088 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Accretion of Series B Preferred Stock discount | 340 | |||||||||||
Net Income | (3,432) | |||||||||||
Ending balance, shares at Jun. 30, 2018 | 562 | 1,875,748 | 9,342,577 | 314,005 | ||||||||
Ending balance at Jun. 30, 2018 | 62,653 | 59,451 | $ 453 | $ 40,957 | $ 93 | 232,636 | (214,688) | $ 3,202 | ||||
Beginning balance, shares at Dec. 31, 2017 | 562 | 1,875,848 | 8,744,189 | 635,018 | ||||||||
Beginning balance at Dec. 31, 2017 | 70,596 | 63,508 | $ 453 | $ 40,915 | $ 87 | 226,978 | (204,925) | $ 7,088 | ||||
Ending balance, shares at Dec. 31, 2018 | 562 | 1,875,748 | 9,511,464 | 235,032 | ||||||||
Ending balance at Dec. 31, 2018 | 44,255 | 42,061 | $ 453 | $ 41,000 | $ 95 | 233,697 | (233,184) | $ 2,194 | ||||
Beginning balance, shares at Mar. 31, 2018 | 562 | 1,875,748 | 8,947,416 | 625,312 | ||||||||
Beginning balance at Mar. 31, 2018 | 66,999 | 60,527 | $ 453 | $ 40,935 | $ 89 | 229,007 | (209,957) | $ 6,472 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Accretion of Series B Preferred Stock discount | 22 | 22 | $ 22 | |||||||||
Issuance of Common Stock under Share Incentive Plan, shares | 83,854 | |||||||||||
Issuance of Common Stock under Share Incentive Plan | 398 | 398 | $ 1 | 397 | ||||||||
Conversion of operating partnership units into common stock, shares | 311,307 | (311,307) | ||||||||||
Conversion of operating partnership units to Common Stock | 1,154 | $ 3 | 1,151 | $ (1,154) | ||||||||
Adjustment for noncontrolling interest in operating partnership | 2,081 | 2,081 | (2,081) | |||||||||
Dividends and distributions | (3,206) | (3,206) | (3,206) | |||||||||
Net Income | (1,560) | (1,525) | (1,525) | $ (35) | ||||||||
Ending balance, shares at Jun. 30, 2018 | 562 | 1,875,748 | 9,342,577 | 314,005 | ||||||||
Ending balance at Jun. 30, 2018 | 62,653 | 59,451 | $ 453 | $ 40,957 | $ 93 | 232,636 | (214,688) | $ 3,202 | ||||
Beginning balance, shares at Dec. 31, 2018 | 562 | 1,875,748 | 9,511,464 | 235,032 | ||||||||
Beginning balance at Dec. 31, 2018 | 44,255 | 42,061 | $ 453 | $ 41,000 | $ 95 | 233,697 | (233,184) | $ 2,194 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Accretion of Series B Preferred Stock discount | 22 | 22 | $ 22 | |||||||||
Issuance of Common Stock under Share Incentive Plan, shares | 181,807 | |||||||||||
Issuance of Common Stock under Share Incentive Plan | 166 | 166 | $ 2 | 164 | ||||||||
Dividends and distributions | (2,589) | (2,589) | (2,589) | |||||||||
Net Income | 655 | 642 | 642 | $ 13 | ||||||||
Ending balance, shares at Mar. 31, 2019 | 562 | 1,875,748 | 9,693,271 | 235,032 | ||||||||
Ending balance at Mar. 31, 2019 | 42,509 | 40,302 | $ 453 | $ 41,022 | $ 97 | 233,861 | (235,131) | $ 2,207 | ||||
Beginning balance, shares at Dec. 31, 2018 | 562 | 1,875,748 | 9,511,464 | 235,032 | ||||||||
Beginning balance at Dec. 31, 2018 | 44,255 | 42,061 | $ 453 | $ 41,000 | $ 95 | 233,697 | (233,184) | $ 2,194 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Accretion of Series B Preferred Stock discount | 341 | |||||||||||
Net Income | (6,508) | |||||||||||
Ending balance, shares at Jun. 30, 2019 | 562 | 1,875,748 | 9,693,271 | 235,032 | ||||||||
Ending balance at Jun. 30, 2019 | 32,778 | 30,683 | $ 453 | $ 41,044 | $ 97 | 233,861 | (244,772) | $ 2,095 | ||||
Beginning balance, shares at Mar. 31, 2019 | 562 | 1,875,748 | 9,693,271 | 235,032 | ||||||||
Beginning balance at Mar. 31, 2019 | 42,509 | 40,302 | $ 453 | $ 41,022 | $ 97 | 233,861 | (235,131) | $ 2,207 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Accretion of Series B Preferred Stock discount | $ 22 | $ 22 | $ 22 | |||||||||
Dividends and distributions | (2,590) | (2,590) | (2,590) | |||||||||
Net Income | (7,163) | (7,051) | (7,051) | $ (112) | ||||||||
Ending balance, shares at Jun. 30, 2019 | 562 | 1,875,748 | 9,693,271 | 235,032 | ||||||||
Ending balance at Jun. 30, 2019 | $ 32,778 | $ 30,683 | $ 453 | $ 41,044 | $ 97 | $ 233,861 | $ (244,772) | $ 2,095 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (6,508) | $ (3,432) |
Adjustments to reconcile consolidated net loss to net cash provided by operating activities: | ||
Depreciation | 6,067 | 6,500 |
Amortization | 5,036 | 8,398 |
Loan cost amortization | 927 | 1,057 |
Above (below) market lease amortization, net | (420) | (108) |
Straight line rent adjustments | 93 | 11 |
Share-based compensation | 172 | 486 |
Gain on disposal of properties | (1,508) | (1,055) |
Gain on disposal of properties-discontinued operations | 0 | (903) |
Credit losses on operating lease receivables | 200 | 186 |
Impairment of notes receivable | 5,000 | 0 |
Impairment of assets held for sale | 1,147 | 0 |
Changes in assets and liabilities, net of acquisitions | ||
Rent and other tenant receivables, net | (60) | 142 |
Unbilled rent | 30 | (395) |
Related party receivables | 4 | 78 |
Deferred costs and other assets, net | (566) | 99 |
Accounts payable, accrued expenses and other liabilities | (1,805) | 1,567 |
Net operating cash flows used in discontinued operations | (2) | (2) |
Net cash provided by operating activities | 7,807 | 12,629 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment property acquisitions, net of restricted cash acquired | (24) | (23,153) |
Capital expenditures | (946) | (2,735) |
Cash received from disposal of properties | 3,584 | 1,160 |
Cash received from disposal of properties-discontinued operations | 19 | 2,747 |
Net cash provided by (used in) investing activities | 2,633 | (21,981) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments for deferred financing costs | (293) | (947) |
Dividends and distributions paid | 0 | (8,517) |
Proceeds from sales of Preferred Stock, net of expenses | 0 | 21,158 |
Loan proceeds | 16,500 | 20,803 |
Loan principal payments | (24,286) | (16,769) |
Net financing cash flows used in discontinued operations | 0 | (50) |
Net cash (used in) provided by financing activities | (8,079) | 15,678 |
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 2,361 | 6,326 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 17,999 | 12,286 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 20,360 | 18,612 |
Non-Cash Transactions: | ||
Debt incurred for acquisitions | 0 | 58,867 |
Conversion of common units to common stock | 0 | 1,218 |
Conversion of Series B Preferred Stock to Common Stock | 0 | 2 |
Issuance of Common Stock for acquisition | 0 | 1,130 |
Accretion of preferred stock discounts | 341 | 340 |
Other Cash Transactions: | ||
Cash paid for taxes | 6 | 39 |
Cash paid for interest | 8,930 | 8,469 |
Cash, cash equivalents, and restricted cash | $ 17,999 | $ 12,286 |
Organization and Basis of Prese
Organization and Basis of Presentation and Consolidation | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation and Consolidation | Organization and Basis of Presentation and Consolidation Wheeler Real Estate Investment Trust, Inc. (the "Trust", the "REIT", or "Company") is a Maryland corporation formed on June 23, 2011. The Trust serves as the general partner of Wheeler REIT, L.P. (the “Operating Partnership”), which was formed as a Virginia limited partnership on April 5, 2012. As of June 30, 2019 , the Trust, through the Operating Partnership, owned and operated sixty-two centers, one office building and six undeveloped properties in Virginia, North Carolina, South Carolina, Georgia, Florida, Alabama, Oklahoma, Tennessee, Kentucky, New Jersey, Pennsylvania and West Virginia. Accordingly, the use of the word “Company” refers to the Trust and its consolidated subsidiaries, except where the context otherwise requires. On October 24, 2014, the Trust, through the Operating Partnership, acquired (i) Wheeler Interests, LLC (“WI”), an acquisition and asset management firm, (ii) Wheeler Real Estate, LLC (“WRE”), a real estate leasing, management and administration firm and (iii) WHLR Management, LLC (“WM” and collectively with WI and WRE the “Operating Companies”), a real estate business operations firm, from Jon S. Wheeler, the Company's then Chairman and CEO, resulting in the Company becoming an internally-managed REIT. Accordingly, the responsibility for identifying targeted real estate investments, the handling of the disposition of real estate investments our Board of Directors chooses to sell, administering our day-to-day business operations, including but not limited to, leasing, property management, payroll and accounting functions, acquisitions, asset management and administration are now handled internally. The Operating Companies perform property management and leasing functions for certain related and non-related third parties (the “Non-REIT Properties”), primarily through WRE. The Company converted WRE to a Taxable REIT Subsidiary (“TRS”) to accommodate serving the Non-REIT Properties since applicable REIT regulations consider the income derived from these services to be “bad” income subject to taxation. The regulations allow for costs incurred by the Company commensurate with the services performed for the Non-REIT Properties to be allocated to a TRS. During January 2014, the Company acquired Wheeler Development, LLC (“WD”) and converted it to a TRS. The Company began performing development activities for both REIT Properties and Non-REIT Properties during 2015. The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (the “Form 10-Q”) are unaudited and the results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for future periods or the year. However, amounts presented in the condensed consolidated balance sheet as of December 31, 2018 are derived from the Company’s audited consolidated financial statements as of that date, but do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The Company prepared the accompanying condensed consolidated financial statements in accordance with GAAP for interim financial statements. The condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. All material balances and transactions between the consolidated entities of the Company have been eliminated. You should read these condensed consolidated financial statements in conjunction with our 2018 Annual Report filed on Form 10-K for the year ended December 31, 2018 (the “ 2018 Form 10-K”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Investment Properties The Company records investment properties and related intangibles at fair value upon acquisition. Investment properties include both acquired and constructed assets. Improvements and major repairs and maintenance are capitalized when the repair and maintenance substantially extends the useful life, increases capacity or improves the efficiency of the asset. All other repair and maintenance costs are expensed as incurred. The Company capitalizes interest on projects during periods of construction until the projects reach the completion point that corresponds with their intended purpose. The Company allocates the purchase price of acquisitions to the various components of the asset based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, the Company may utilize third party valuation specialists. These components typically include buildings, land and any intangible assets related to out-of-market leases, tenant relationships and in-place leases the Company determines to exist. The Company determines fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and specific market and economic conditions that may affect the property. Factors considered by management in the analysis of determining the as-if-vacant property value include an estimate of carrying costs during the expected lease-up periods considering market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to out-of-market leases, tenant relationships and in-place lease value are recorded as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. Premiums or discounts on acquired out-of-market debt are amortized to interest expense over the remaining term of such debt. The Company records depreciation on buildings and improvements utilizing the straight-line method over the estimated useful life of the asset, generally 5 to 40 years. The Company reviews depreciable lives of investment properties periodically and makes adjustments to reflect a shorter economic life, when necessary. Tenant allowances, tenant inducements and tenant improvements are amortized utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. Amounts allocated to buildings are depreciated over the estimated remaining life of the acquired building or related improvements. The Company amortizes amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. The Company also estimates the value of other acquired intangible assets, if any, and amortizes them over the remaining life of the underlying related intangibles. The Company reviews investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable, but at least annually. These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value. The Company measures any impairment of investment property when the estimated undiscounted future operating income before depreciation and amortization, plus its residual value, is less than the carrying value of the property. Estimated discounted operating income before depreciation and amortization includes various level 3 fair value assumptions including renewal and renegotiations of current leases, estimates of new leases on vacant spaces, estimates of operating costs and fluctuating market conditions. The renewal and renegotiations of leases in some cases must be approved by additional third parties outside the control of the Company and the tenant. If such renewed or renegotiated leases are approved at amounts below correct estimates, then impairment adjustments may be necessary in the future. To the extent impairment has occurred, the Company charges to income the excess of the carrying value of the property over its estimated fair value. The Company estimates fair value using unobservable data such as operating income, estimated capitalization rates, or multiples, leasing prospects for vacant spaces and local market information. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets Held For Sale and Discontinued Operations The Company may decide to sell properties that are held for use. The Company records these properties as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year. Properties classified as held for sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell. When the carrying value exceeds the fair value, less estimated costs to sell an impairment charge is recognized. The Company estimates fair value, less estimated closing costs based on similar real estate sales transactions. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 and 3 inputs. Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company recorded a $1.15 million impairment charge for the three and six months ended June 30, 2019 on Perimeter Square based on the carrying value of the property exceeding the fair value, less selling costs based on the recent sale, see Note 12. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 inputs. Assets held for sale are presented as discontinued operations in all periods presented if the disposition represents a strategic shift that has, or will have, a major effect on the Company's financial position or results of operations. This includes the net gain (or loss) upon disposal of property held for sale, the property's operating results, depreciation and interest expense. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents consist primarily of bank operating accounts and money markets. Financial instruments that potentially subject the Company to concentrations of credit risk include its cash and cash equivalents and its trade accounts receivable. The Company places its cash and cash equivalents with institutions of high credit quality. Restricted cash represents amounts held by lenders for real estate taxes, insurance, reserves for capital improvements, leasing costs and tenant security deposits. The Company places its cash and cash equivalents and restricted cash on deposit with financial institutions in the United States, which are insured by the Federal Deposit Insurance Company (“FDIC”) up to $250 thousand . The Company's credit loss in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions credit worthiness in conjunction with balances on deposit to minimize risk. Tenant Receivables and Unbilled Rent Tenant receivables include base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. The Company determines an allowance for the uncollectible portion of accrued rents and accounts receivable based upon customer credit-worthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. The Company considers a receivable past due once it becomes delinquent per the terms of the lease. The Company’s standard lease form considers a rent charge past due after five days. A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease. As of June 30, 2019 and December 31, 2018 , the Company’s allowance for uncollectible accounts totaled $982 thousand and $1.07 million , respectively. Upon adoption of ASC Topic 842 "Leases," reserves for uncollectible accounts were recorded and reclassified to revenue. Prior to adoption, reserves for uncollectible accounts were recorded as an operating expense, provision for credit losses. The standard also provides guidance on calculating reserves; however, those did not impact the Company. During the three and six months ended June 30, 2019, the Company recorded a provision for credit losses in the amount of $110 thousand and $200 thousand , respectively, related to tenant receivables that were specifically identified as potentially uncollectible based on an assessment of the tenant’s credit-worthiness. During the three and six months ended June 30, 2018, the Company recorded a provision for credit losses in the amount of $165 thousand and $263 thousand , respectively. These are included in rental revenues on the condensed consolidated statements of operations. During the three and six months ended June 30, 2019 and 2018 , the Company did not realize any recoveries related to tenant receivables previously written off. Notes Receivable Notes receivable represent financing to Sea Turtle Development as discussed in Note 4 for development of the project. The notes are secured by a 2nd deed of trust on the underlying real estate known as Sea Turtle Development. The Company evaluates the collectability of both the interest and principal of the notes receivable based primarily upon the projected fair market value of the project at stabilization. The notes receivable are determined to be impaired when, based upon current information, it is no longer probable that the Company will be able to collect all contractual amounts due from the borrower. The amount of impairment loss recognized is measured as the difference between the carrying amount of the loan and its estimated realizable value. Above and Below Market Lease Intangibles, net The Company determines the above and below market lease intangibles upon acquiring a property. Above and below market lease intangibles are amortized over the life of the respective leases. Amortization of above and below market lease intangibles is recorded as a component of rental revenues. Deferred Costs and Other Assets, net The Company’s deferred costs and other assets consist primarily of leasing commissions, leases in place, capitalized legal and marketing costs, tenant relationship and ground lease sandwich interest intangibles associated with acquisitions. The Company’s lease origination costs consist primarily of the portion of property acquisitions allocated to lease originations and commissions paid to third parties in connection with lease originations. The Company generally records amortization of lease origination costs on a straight-line basis over the terms of the related leases. Amortization of lease origination costs, leases in place, legal and marketing costs, tenant relationships and ground lease sandwich interest represents a component of depreciation and amortization expense. Revenue Recognition Lease Contract Revenue The Company has two classes of underlying assets relating to rental revenue activity, retail and office space. The Company retains substantially all of the risks and benefits of ownership of these underlying assets and accounts for these leases as operating leases. The Company combines lease and nonlease components in lease contracts, which includes combining base rent and tenant reimbursement revenue. The Company accrues minimum rents on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet. At June 30, 2019 and December 31, 2018, there were $3.30 million and $3.12 million , respectively, in unbilled rent which is included in "rents and other tenant receivables, net." Additionally, certain of the lease agreements contain provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements as variable lease income. The Company’s leases generally require the tenant to reimburse the Company for a substantial portion of its expenses incurred in operating, maintaining, repairing, insuring and managing the shopping center and common areas (collectively defined as Common Area Maintenance or “CAM” expenses). This significantly reduces the Company’s exposure to increases in costs and operating expenses resulting from inflation or other outside factors. These reimbursements are considered nonlease components which the Company combines with the lease component. The Company calculates the tenant’s share of operating costs by multiplying the total amount of the operating costs by a fraction, the numerator of which is the total number of square feet being leased by the tenant, and the denominator of which is the average total square footage of all leasable buildings at the property. The Company also receives escrow payments for these reimbursements from substantially all its tenants throughout the year. The Company recognizes tenant reimbursements as variable lease income. The Company recognizes differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material for the three and six months ended June 30, 2019 and 2018. Additionally, the Company has tenants who pay real estate taxes directly to the taxing authority. The Company excludes these Company costs paid directly by the tenant to third parties on the Company’s behalf from both variable revenue payments recognized and the associated property operating expenses. The Company does not evaluate whether certain sales taxes and other similar taxes are the Company’s costs or tenants costs. Instead, the Company accounts for these costs as tenant costs. The Company recognizes lease termination fees, which is included in "other revenue" on the condensed consolidated statements of operations, in the year that the lease is terminated and collection of the fee is reasonably assured. Upon early lease termination, the Company provides for losses related to unrecovered intangibles and other assets. Asset Management Fees Asset management fees are generated from Non-REIT Properties. The Non-REIT Properties pay WRE property management and/or asset management fees of 3% and 2% of collected revenues, respectively for services performed. Revenues are governed by the management fee agreements for the various properties. Obligations under the agreements include and are not limited to: managing of maintenance, janitorial, security, landscaping, vendors and back office (collecting rents, paying bills), etc. Each of the obligations are bundled together to be one service and are satisfied over time. Non-REIT Properties are billed monthly and typically pay monthly for these services. Commissions Commissions are generated from Non-REIT Properties. The Non-REIT Properties pay WRE leasing commissions based on the total contractual revenues to be generated under the new/renewed lease agreement ( 6% for new leases and 3% for renewals). Revenues are governed by the leasing commission agreements for the various properties. Obligations under the agreements include and are not limited to: monitoring upcoming vacancies, new tenant identification, proposal preparation, lease negotiation and document preparation. Each of the obligations are bundled together to be one service as the overall objective of these services is to maintain the overall occupancy of the property. Revenue is recognized and billed upon lease execution. The below table disaggregates the Company’s revenue by type of service for the three and six months ended June 30, 2019 and 2018 (in thousands, unaudited): Three Months Ended Six Months Ended 2019 2018 2019 2018 Minimum rent $ 11,974 $ 12,873 $ 24,435 $ 25,483 Tenant reimbursements - variable lease revenue 3,450 2,965 6,737 6,187 Percentage rent - variable lease revenue 77 38 189 125 Lease termination fees — 1,038 49 1,284 Asset management fees 13 47 26 172 Commissions 5 36 47 50 Other 123 109 244 196 Subtotal 15,642 17,106 31,727 33,497 Credit losses on operating lease receivables (110 ) (165 ) (200 ) (263 ) Total $ 15,532 $ 16,941 $ 31,527 $ 33,234 Income Taxes The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the Company to distribute at least 90% of its taxable income to shareholders and meet certain other asset and income tests, as well as other requirements. The TRS' have accrued $23 thousand and $13 thousand , respectively, for federal and state income taxes as of June 30, 2019 and December 31, 2018. If the Company fails to qualify as a REIT, it will be subject to tax at regular corporate rates for the years in which it fails to qualify. If the Company loses its REIT status, it could not elect to be taxed as a REIT for five years unless the Company’s failure to qualify was due to a reasonable cause and certain other conditions were satisfied. Taxable REIT Subsidiary Cost Allocation The Company’s overall philosophy regarding cost allocation centers around the premise that the Trust exists to acquire, lease and manage properties for the benefit of its investors. Accordingly, a majority of the Company’s operations occur at the property level. Each property must carry its own weight by absorbing the costs associated with generating its revenues. Additionally, leases generally allow the Company to pass through to the tenant most of the costs involved in operating the property, including, but not limited to, the direct costs associated with owning and maintaining the property (landscaping, repairs and maintenance, taxes, insurance, etc.), property management and certain administrative costs. Service vendors bill the majority of the direct costs of operating the properties directly to the REIT Properties and Non-REIT Properties and each property pays them accordingly. The Non-REIT Properties pay WRE property management and/or asset management fees of 3% and 2% of collected revenues, respectively. The Non-REIT Properties also pay WRE leasing commissions based on the total contractual revenues to be generated under the new/renewed lease agreement ( 6% for new leases and 3% for renewals). Costs incurred to manage, lease and administer the Non-REIT Properties are allocated to the TRS. These costs include compensation and benefits, property management, leasing and other corporate, general and administrative expenses associated with generating the TRS' revenues. Financial Instruments The carrying amount of financial instruments included in assets and liabilities approximates fair market value due to their immediate or short-term maturity. Use of Estimates The Company has made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported periods. The Company’s actual results could differ from these estimates. Advertising Costs For Leasing Activities The Company expenses advertising and promotion costs as incurred. The Company incurred advertising and promotion costs associated with leasing activities of $114 thousand and $163 thousand for the three and six months ended June 30, 2019 , respectively. The Company incurred advertising and promotion costs of $115 thousand and $158 thousand for the three and six months ended June 30, 2018, respectively. Corporate General and Administrative Expense A detail for the "corporate general & administrative" ("CG&A") line item from the condensed consolidated statements of operations is presented below (in thousands, unaudited): Three Months Ended Six Months Ended 2019 2018 2019 2018 Compensation and benefits $ 431 $ 446 $ 1,107 $ 1,447 Professional fees 328 810 927 1,671 Corporate administration 303 327 608 669 Capital related costs 62 245 136 298 Taxes and licenses 70 39 132 204 Other 186 427 284 549 1,380 2,294 3,194 4,838 Less: Allocation of CG&A to Non-REIT management and leasing services — (26 ) — (62 ) Total $ 1,380 $ 2,268 $ 3,194 $ 4,776 An allocation of professional fees, compensation and benefits, corporate administration and travel is included in Non-REIT management and leasing services on the condensed consolidated statements of operations, which can vary period to period depending on the relative operational fluctuations of these respective services. Leases Commitments The Company determines if an arrangement is a lease at inception. Operating leases, in which the Company is the lessee, are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on our condensed consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and the lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets include any lease payments made and excludes lease incentives. The Company's lease terms may include options to extend the lease when it is reasonably certain that the company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elects the practical expedient to combine lease and associated nonlease components. The lease components are the majority of its leasing arrangements and the Company accounts for the combined component as an operating lease. In the event the Company modifies existing ground leases or enters into new ground leases, such leases may be classified as finance leases. Noncontrolling Interests Noncontrolling interests is the portion of equity in the Operating Partnership not attributable to the Trust. The ownership interests not held by the parent are considered noncontrolling interests. Accordingly, noncontrolling interests have been reported in equity on the condensed consolidated balance sheets but separate from the Company’s equity. On the condensed consolidated statements of operations, the subsidiaries are reported at the consolidated amount, including both the amount attributable to the Company and noncontrolling interests. Condensed consolidated statements of equity includes beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity. The noncontrolling interest of the Operating Partnership common unit holders is calculated by multiplying the noncontrolling interest ownership percentage at the balance sheet date by the Operating Partnership’s net assets (total assets less total liabilities). The noncontrolling interest percentage is calculated at any point in time by dividing the number of units not owned by the Company by the total number of units outstanding. The noncontrolling interest ownership percentage will change as additional units are issued or as units are exchanged for the Company’s common stock $0.01 par value per share (“Common Stock”). In accordance with GAAP, any changes in the value from period to period are charged to additional paid-in capital. Adoption of ASC Topic 842, “Leases” In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Leases (Topic 842)”, to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective approach within ASU 2018-11, which allows for the application date to be the beginning of the reporting period in which the entity first applies the new standard. The Company did not have a cumulative-effect adjustment as of the adoption date. In addition, the Company implemented internal controls to enable the preparation of financial information upon adoption. The Company elected the package of transition practical expedients where the company is either the lessee or lessor, which among other things, allowed the Company to carry forward the historical lease classifications and use hindsight in determining the lease terms. The standard had a material impact on the Company's condensed consolidated balance sheets, but did not have a material impact on the condensed consolidated statements of operations. The most significant impact was the recognition of ROU assets and lease liabilities of approximately $11.90 million and $11.99 million , respectively, for operating leases as of January 1, 2019, calculated based on an incremental borrowing rate of 4.84% . The difference between the ROU assets and lease liabilities at adoption represents the accrued straight-line rent liability previously recognized under ASC 840. The standard had no impact on the Company's cash flows. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Loses (Topic 326): Measurement of Credit Losses on Financial Instruments". This update enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better calculate credit loss estimates. The guidance will apply to most financial assets measured at amortized cost and certain other instruments, such as accounts receivable and loans. The guidance will require that the Company estimate the lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected. The Company will also be required to disclose information about how it developed the allowances, including changes in the factors that influenced the Company’s estimate of expected credit losses and the reasons for those changes. The guidance would be effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact the adoption of the guidance will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820)". This update modifies the disclosure requirements on fair value measurements in Topic 820 with several removals and additions for disclosures. The guidance will add disclosures related to the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The guidance would be effective for interim and annual reporting periods beginning after December 15, 2019. The Company anticipates that there will be no material impact on its consolidated financial statements upon adoption of the guidance. Other accounting standards that have been issued or proposed by the FASB or other standard-setting bodies are not currently applicable to the Company or are not expected to have a significant impact on the Company’s financial position, results of operations and cash flows. Reclassifications The Company has reclassified certain prior period amounts in the accompanying condensed consolidated financial statements in order to be consistent with the current period presentation. These reclassifications had no effect on net income, total assets, total liabilities or equity. Tenant reimbursements and provision for credit losses were reclassified to rental revenues on the condensed consolidated statements of operations to conform to 2019 presentation as a result of adopting ASU 2016-02, “Leases (Topic 842).” There is a reclassification within the condensed consolidated statement of cash flows that pertains to the straight-line expense operating activity adjustment on those leases which the Company is a lessee. This reclassification did not impact cash provided by (used in) operating, investing, or financing activities. As of June 30, 2019, it was determined that the six undeveloped Land Parcels (the “Land Parcels”) previously classified as assets held for sale at December 31, 2018 no longer meet the definition of assets held for sale. Management’s intention to sell the parcels has not changed; however, they are in secondary and tertiary markets with minimal land sales and it is not probable they will sell in the next twelve months. Accordingly, the assets and liabilities of the Land Parcels were reclassified to “land and land improvements” within investment properties for all periods presented, see Note 3. |
Real Estate
Real Estate | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
Real Estate | Real Estate Investment properties consist of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Land and land improvements $ 100,351 $ 101,696 Buildings and improvements 367,056 374,499 Investment properties at cost 467,407 476,195 Less accumulated depreciation (44,901 ) (40,189 ) Investment properties, net $ 422,506 $ 436,006 The Company’s depreciation expense on investment properties was $2.88 million and $6.07 million for the three and six months ended June 30, 2019 , respectively. The Company’s depreciation expense on investment properties was $3.33 million and $6.50 million for the three and six months ended June 30, 2018, respectively. A significant portion of the Company’s land, buildings and improvements serve as collateral for its mortgage loans payable portfolio. Accordingly, restrictions exist as to the encumbered property’s transferability, use and other common rights typically associated with property ownership. Assets Held for Sale At December 31, 2018, assets held for sale included a 1.28 acre undeveloped land parcel at Harbor Pointe ("Harbor Pointe land parcel"), Graystone Crossing and Jenks Plaza. All three were sold during the six months ended June 30, 2019. Additionally, in 2019 the Board committed to a plan to sell Perimeter Square, which is classified as assets held for sale as of June 30, 2019. The Harbor Pointe land parcel sale represents discontinued operations as it is a strategic shift that has a major effect on the Company's financial position or results of operations. Accordingly, the assets and liabilities associated with the Harbor Pointe land parcel have been reclassified for all periods presented. The $1.15 million impairment charge on assets held for sale for the three and six months ended June 30, 2019 is based on the carrying value of the property exceeding the fair value, less selling costs based on the recent sale subsequent to June 30, 2019, see Note 12. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 inputs. As of June 30, 2019 and December 31, 2018, assets held for sale and associated liabilities, excluding discontinued operations, consisted of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Investment properties, net $ 6,634 $ 4,912 Rents and other tenant receivables, net 111 72 Above market leases, net — 420 Deferred costs and other assets, net 54 228 Total assets held for sale, excluding discontinued operations $ 6,799 $ 5,632 June 30, 2019 December 31, 2018 (unaudited) Loans payable $ 6,497 $ 3,818 Below market leases, net 1 — Accounts payable 352 240 Total liabilities associated with assets held for sale, excluding discontinued operations $ 6,850 $ 4,058 As of June 30, 2019 and December 31, 2018, assets held for sale and associated liabilities for discontinued operations, consisted of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Investment properties, net $ — $ 486 Total assets held for sale, discontinued operations $ — $ 486 June 30, 2019 December 31, 2018 (unaudited) Loans payable $ — $ 460 Accounts payable — 2 Total liabilities associated with assets held for sale, discontinued operations $ — $ 462 Dispositions In May 2019, an approximate 10,000 square foot outparcel at the JANAF property was demolished resulting in a $331 thousand write-off to make way for a new approximate 20,000 square foot building constructed by a new grocer tenant. The following properties were sold during the six months ended June 30, 2019 and 2018: Disposal Date Property Contract Price Gain Net Proceeds (in thousands, unaudited) March 18, 2019 Graystone Crossing $ 6,000 $ 1,452 $ 1,744 February 7, 2019 Harbor Pointe Land Parcel (1.28 acres) 550 — 19 January 11, 2019 Jenks Plaza 2,200 387 1,840 June 19, 2018 Laskin Road Land Parcel (1.5 acres) 2,858 903 2,747 January 12, 2018 Chipotle Ground Lease at Conyers Crossing 1,270 1,055 1,160 The sale of the Chipotle ground lease at Conyers Crossing, Jenks Plaza and Graystone Crossing did not represent a strategic shift that has a major effect on the Company's financial position or results of operations. Accordingly, the operating results of these properties remains classified within continuing operations for all periods presented. JANAF Executive Building In April 2019, the Company absorbed an approximate 25,000 square foot outparcel at JANAF as a result of an unlawful detainer with a delinquent tenant, Mariner Investments, LTD. The Company inadvertently disclosed the former tenant as Mariner Finance, LLC in the Form 10-Q for the three months ended March 31, 2019 in error. |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2019 | |
Notes Receivable [Abstract] | |
Notes Receivable | Notes Receivable On September 29, 2016, the Company entered into an $11.00 million note receivable for the partial funding of the Sea Turtle Development (“Sea Turtle”) and a $1.00 million note receivable in consideration for the sale of 10.39 acres of land owned by the Company. Sea Turtle was a related party as Jon Wheeler, the Company's former CEO and shareholder of the Company, is the managing member as discussed in Note 11. The rate on the loans is 12% annually. Interest only payments at a rate of 8% are due on the notes at the beginning of every calendar quarter starting October 2016. Interest at a rate of 4% accrues and is due at maturity. The notes mature the earlier of September 29, 2021 or the disposition of the property. Both promissory notes are subordinated to the construction loans made by the Bank of Arkansas (“BOKF”), totaling $20.00 million . On or about April 9, 2019, BOKF filed a Verified Complaint in state court in Beauford County, South Carolina for Sea Turtle’s default on payment of the BOKF construction loans, and for the appointment of a receiver, injunctive relief and accounting records. On May 7, 2019, Sea Turtle filed a Chapter 11 Voluntary Petition for Bankruptcy in the United States Bankruptcy Court for the District of South Carolina in Charleston. The bankruptcy petition automatically stayed BOKF’s suit. The pleadings in the state court action and the bankruptcy action state that Sea Turtle has been in default on its payments to BOKF since September, 2018. The pleadings further state that the project is $8.00 million over budget as of August 8, 2018. Sea Turtle has retained a broker to try and sell the property. There is a possibility that a judicially approved sale of the property will not bring a price that exceeds what is owed to BOKF on its construction loans. If a sale is not approved through the bankruptcy court in 2019, it is expected that the bankruptcy petition will be dismissed and BOKF will resume its suit in South Carolina state court, possibly leading to a foreclosure on the property. The pending legal proceedings have provided additional uncertainty with regards to the estimated fair market value of the development. As such, effective June 30, 2019, the Company recognized $5.00 million in impairment charges on the notes receivable for the three and six months ended June 30, 2019 as the estimated fair value of Sea Turtle is not expected to provide for the cash required to repay the notes receivable in the event of a judicially approved sale. This brings the total impairment charge on the notes receivable to $12.00 million reducing the carrying value to zero . The fair market value of Sea Turtle is based on the three-level valuation hierarchy for fair value measurement and represents Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Additionally in 2018, the Company placed the notes receivable on nonaccrual status and has not recognized $359 thousand and $714 thousand of interest income due on the notes for the three and six months ended June 30, 2019, respectively. The Company has not recognized $359 thousand and $714 thousand of interest income due on the notes for the three and six months ended June 30, 2018, respectively. |
Deferred Costs
Deferred Costs | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs | Deferred Costs Deferred costs, net of amortization and other assets are as follows (in thousands): June 30, 2019 December 31, 2018 (unaudited) Leases in place, net $ 18,158 $ 21,785 Tenant relationships, net 2,809 3,764 Ground lease sandwich interest, net 2,352 2,488 Lease origination costs, net 1,240 1,261 Legal and marketing costs, net 51 59 Other 1,071 716 Total deferred costs and other assets, net $ 25,681 $ 30,073 As of June 30, 2019 and December 31, 2018 , the Company’s intangible accumulated amortization totaled $53.59 million and $50.55 million , respectively. During the three and six months ended June 30, 2019 , the Company’s intangible amortization expense totaled $2.41 million and $5.04 million , respectively. During the three and six months ended June 30, 2018, the Company's intangible amortization expense totaled $4.09 million and $8.40 million , respectively. Future amortization of lease origination costs, leases in place, legal and marketing costs, tenant relationships, and ground lease sandwich interests is as follows (in thousands, unaudited): Leases In Place, net Tenant Relationships, net Ground Lease Sandwich Interest, net Lease Origination Costs, net Legal & Marketing Costs, net Total For the remaining six months ending December 31, 2019 $ 2,839 $ 629 $ 137 $ 114 $ 6 $ 3,725 For the years ending: December 31, 2020 4,533 861 274 194 11 5,873 December 31, 2021 2,833 449 274 180 9 3,745 December 31, 2022 2,166 355 274 139 6 2,940 December 31, 2023 1,684 228 274 121 6 2,313 December 31, 2024 1,171 129 274 106 3 1,683 Thereafter 2,932 158 845 386 10 4,331 $ 18,158 $ 2,809 $ 2,352 $ 1,240 $ 51 $ 24,610 |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Loans Payable | Loans Payable The Company’s loans payable consist of the following (in thousands, except monthly payment): Property/Description Monthly Payment Interest Rate Maturity June 30, 2019 December 31, 2018 Harbor Pointe (1) $ 11,024 5.85 % December 2018 $ — $ 460 Perimeter Square (1) Interest only 6.50 % June 2019 6,250 6,250 Perimeter Square construction loan (1) Interest only 6.50 % June 2019 247 247 Revere Term Loan $ 109,658 10.00 % April 2019 — 1,059 Senior convertible notes $ 234,199 9.00 % June 2019 — 1,369 DF I-Moyock $ 10,665 5.00 % July 2019 11 73 Rivergate $ 150,001 Libor + 295 basis points December 2019 21,831 22,117 KeyBank Line of Credit (6) $ 250,000 Libor + 250 basis points Various (6) 34,291 52,102 Folly Road $ 32,827 4.00 % March 2020 5,998 6,073 Columbia Fire Station $ 25,452 4.00 % May 2020 4,120 4,189 Shoppes at TJ Maxx $ 33,880 3.88 % May 2020 5,443 5,539 First National Bank Line of Credit $ 24,656 Libor + 300 basis points September 2020 1,325 2,938 Lumber River $ 10,723 Libor + 350 basis points October 2020 1,427 1,448 JANAF Bravo $ 36,935 4.65 % January 2021 6,442 6,500 Walnut Hill Plaza $ 26,850 5.50 % September 2022 3,814 3,868 Twin City Commons $ 17,827 4.86 % January 2023 3,016 3,048 New Market $ 48,747 5.65 % June 2023 6,811 6,907 Benefit Street Note (3) $ 53,185 5.71 % June 2023 7,466 7,567 Deutsche Bank Note (2) $ 33,340 5.71 % July 2023 5,678 5,713 JANAF $ 333,159 4.49 % July 2023 51,432 52,253 Tampa Festival $ 50,797 5.56 % September 2023 8,153 8,227 Forrest Gallery $ 50,973 5.40 % September 2023 8,455 8,529 Riversedge North $ 11,436 5.77 % December 2023 1,783 1,800 South Carolina Food Lions Note (5) $ 68,320 5.25 % January 2024 11,771 11,867 Cypress Shopping Center $ 34,360 4.70 % July 2024 6,324 6,379 Port Crossing $ 34,788 4.84 % August 2024 6,092 6,150 Freeway Junction $ 41,798 4.60 % September 2024 7,794 7,863 Harrodsburg Marketplace $ 19,112 4.55 % September 2024 3,452 3,486 Graystone Crossing (1) $ 20,386 4.55 % October 2024 — 3,863 Bryan Station $ 23,489 4.52 % November 2024 4,433 4,472 Crockett Square Interest only 4.47 % December 2024 6,338 6,338 Pierpont Centre Interest only 4.15 % February 2025 8,113 8,113 Alex City Marketplace Interest only 3.95 % April 2025 5,750 5,750 Butler Square Interest only 3.90 % May 2025 5,640 5,640 Brook Run Shopping Center Interest only 4.08 % June 2025 10,950 10,950 Beaver Ruin Village I and II Interest only 4.73 % July 2025 9,400 9,400 Sunshine Shopping Plaza Interest only 4.57 % August 2025 5,900 5,900 Barnett Portfolio (4) Interest only 4.30 % September 2025 8,770 8,770 Fort Howard Shopping Center Interest only 4.57 % October 2025 7,100 7,100 Conyers Crossing Interest only 4.67 % October 2025 5,960 5,960 Grove Park Shopping Center Interest only 4.52 % October 2025 3,800 3,800 Parkway Plaza Interest only 4.57 % October 2025 3,500 3,500 Winslow Plaza Interest only 4.82 % December 2025 4,620 4,620 JANAF BJ's $ 29,964 4.95 % January 2026 5,011 5,065 Chesapeake Square $ 23,857 4.70 % August 2026 4,395 4,434 Berkley/Sangaree/Tri-County Interest only 4.78 % December 2026 9,400 9,400 Riverbridge Interest only 4.48 % December 2026 4,000 4,000 Franklin Village Interest only 4.93 % January 2027 8,516 8,516 Village of Martinsville $ 89,664 4.28 % July 2029 16,500 — Total Principal Balance (1) 357,522 369,612 Unamortized debt issuance cost (1) (4,467 ) (5,144 ) Total Loans Payable, including Assets Held for Sale 353,055 364,468 Less loans payable on assets held for sale, net loan amortization costs 6,497 4,278 Total Loans Payable, net $ 346,558 $ 360,190 (1) Includes loans payable on assets held for sale, see Note 3. (2) Collateralized by LaGrange Marketplace, Ridgeland and Georgetown. (3) Collateralized by Ladson Crossing, Lake Greenwood Crossing and South Park. (4) Collateralized by Cardinal Plaza, Franklinton Square, and Nashville Commons. (5) Collateralized by Clover Plaza, South Square, St. George, Waterway Plaza and Westland Square. (6) Collateralized by Darien Shopping Center, Devine Street, Laburnum Square, Lake Murray, Litchfield Market Village, Moncks Corner, Shoppes at Myrtle Park, South Lake and St. Matthews. The various maturity dates are disclosed below within Note 6 under the KeyBank Credit Agreement. KeyBank Credit Agreement On December 21, 2017, the Company entered into an Amended and Restated Credit Agreement to the KeyBank Credit Agreement (the “Amended and Restated Credit Agreement”). The revolving facility will mature on December 21, 2019, but may be extended at the Company’s option for an additional one -year period, subject to certain customary conditions. The interest rate remains the same at Libor plus 250 basis points based on the Company’s Consolidated Leverage Ratio (as defined in the Amended and Restated Credit Agreement). At December 31, 2018, a $3.83 million over advance (the “Overadvance”) on the Borrowing Base Availability (as defined in the Amended and Restated Credit Agreement) existed as a result of the 2018 refinancing of six assets off the KeyBank Line of Credit. The Company was to repay the Overadvance of $3.83 million by February 28, 2019 or otherwise properly balance the Borrowing Base Availability. On March 11, 2019, KeyBank extended the time which the Company is to repay the Overadvance to March 31, 2019 or otherwise properly balance the Borrowing Base Availability. On March 19, 2019, the Company made a $850 thousand principal payment. On April 25, 2019, the Company entered into a First Amendment to the Amended and Restated Credit Agreement (the "First Amendment"). In conjunction with the First Amendment, the Company made a $1.00 million principal payment on the KeyBank Line of Credit and began making monthly principal payments of $250 thousand on May 1, 2019. The First Amendment, among other provisions, waived the Overadvance (as defined in the Amended and Restated Credit Agreement) and replaced the Borrowing Base Availability (as defined in the Amended and Restated Credit Agreement) with an interest coverage ratio. Additionally, the KeyBank Line of Credit shall be reduced to $27.00 million by July 31, 2019, $7.50 million by September 30, 2019 and the interest rate increases to Libor plus 350 basis points on August 31, 2019 if the outstanding balance is not below $11.00 million . On June 28, 2019, the Company refinanced the Village of Martinsville collateralized portion of the Amended and Restated Credit Agreement resulting in a paydown of $15.46 million . As of June 30, 2019, $34.29 million is borrowed on the KeyBank Line of Credit pursuant to the Amended and Restated Credit Agreement, which is collateralized by 9 properties. At June 30, 2019, the outstanding borrowings are accruing interest at 4.90% . The Amended and Restated Credit Agreement contains certain financial covenants that the Company must meet, including minimum leverage, fixed charge coverage, interest coverage and debt service coverage ratios as well as a minimum tangible net worth requirement. The Company was in compliance with the financial covenants as of June 30, 2019. The Amended and Restated Credit Agreement also contains certain events of default, and if they occur, may cause KeyBank to terminate the Amended and Restated Credit Agreement and declare amounts owed to become immediately due and payable. As of June 30, 2019, the Company has not received any notice of default under the Amended and Restated Credit Agreement. Revere Term Loan On January 29, 2019, the Company entered into a Sixth Amendment to Loan Documents to the Revere Term Loan (the “Revere Sixth Amendment”). The Revere Sixth Amendment extended the maturity date to April 1, 2019 from February 1, 2019 and creates an additional “Exit Fee” of $20 thousand . As of March 31, 2019, the Revere Term Loan has been paid in full using proceeds from the following: • $323 thousand with proceeds from the sale of Jenks Plaza on January 11, 2019; • $30 thousand in conjunction with the sale of a Harbor Pointe parcel on February 7, 2019; • $300 thousand in monthly scheduled principal payments; and, • $406 thousand , the remaining principal balance and the $20 thousand Exit Fee on March 29, 2019 from operating cash flows. First National Bank Line of Credit On January 11, 2019, the Company paid $1.51 million on the First National Bank Line of Credit, the portion collateralized by Jenks Plaza, as detailed in Note 3. Perimeter Square Refinance and Construction Loan On January 15, 2019, the Company renewed the promissory notes for $6.25 million and $247 thousand at Perimeter Square. The loans were extended to March 2019 with interest only payments beginning February 15, 2019. The loans bear interest at 6.50% . In April 2019, the Company extended the $6.50 million in Perimeter Square loans to June 5, 2019. The loans were paid in full through the sale of the property subsequent to June 30, 2019, see Note 12. Harbor Pointe On February 7, 2019, the principal balance on the Harbor Pointe loan was paid in full with the sale of a 1.28 acre parcel located at the property, as detailed in Note 3. Graystone Crossing On March 18, 2019, the principal balance on the Graystone Crossing loan was paid in full with the sale of the property, as detailed in Note 3. Senior Convertible Notes On June 10, 2019, through scheduled principal and interest payments the senior convertible notes were paid in full. Village of Martinsville Refinance On June 28, 2019, the Company executed a promissory note for $16.50 million for the refinancing of Village of Martinsville at a rate of 4.28% . The loan matures on July 6, 2029 with monthly principal and interest payments of $89,664 . Loan Covenants Certain of the Company’s loans payable have covenants with which the Company is required to comply. As of June 30, 2019, the Company believes it is in compliance with covenants and is not considered in default on any loans. Debt Maturity The Company’s scheduled principal repayments on indebtedness as of June 30, 2019 , including assets held for sale, are as follows (in thousands, unaudited): For the remaining six months ended December 31, 2019 $ 64,997 December 31, 2020 22,508 December 31, 2021 10,944 December 31, 2022 8,482 December 31, 2023 85,326 December 31, 2024 43,980 Thereafter 121,285 Total principal repayments and debt maturities $ 357,522 The Company has considered our short-term (one year or less) liquidity needs and the adequacy of its estimated cash flows from operating activities and other expected financing sources to meet these needs. In particular, the Company has considered our scheduled debt maturities for the twelve months ending June 30, 2020 of $78.19 million , including $34.29 million on the KeyBank Line of Credit which is collateralized by nine properties within the portfolio. The Company plans to pay this obligation through a combination of refinancings, dispositions and operating cash. On August 1, 2019, the KeyBank Line of Credit was reduced by $7.55 million with the proceeds from the refinance of Laburnum Square. The KeyBank Line of Credit may be extended at the Company’s option for an additional one -year period to December 2020, subject to certain customary conditions. The $6.50 million in Perimeter Square loans were paid upon sale of the center, see subsequent events Note 12. All loans due to mature are collateralized by properties within the portfolio. Additionally, the Company expects to meet the short-term liquidity requirements, through a combination of the following: • suspension of Series A Preferred, Series B Preferred and Series D Preferred dividends; • available cash and cash equivalents; • cash flows from operating activities; • refinancing of maturing debt; • possible sale of six undeveloped land parcels; and • sale of additional properties, if necessary. Management is currently working with lenders to refinance certain properties off of the KeyBank Line of Credit in an effort to reduce the balance prior to maturity. The loans are expected to have customary interest rates similar to current loans. They are subject to formal lender commitment, definitive documentation and customary conditions. |
Rentals under Operating Leases
Rentals under Operating Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Rentals under Operating Leases | Rentals under Operating Leases Future minimum rents to be received under noncancelable tenant operating leases, excluding rents on assets held for sale properties, for each of the next five years and thereafter, excluding CAM and percentage rent based on tenant sales volume, as of June 30, 2019 are as follows (in thousands, unaudited): For the remaining six months ended December 31, 2019 $ 23,528 December 31, 2020 41,370 December 31, 2021 33,161 December 31, 2022 26,405 December 31, 2023 20,594 December 31, 2024 14,441 Thereafter 38,407 Total minimum rents $ 197,906 |
Equity and Mezzanine Equity
Equity and Mezzanine Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Equity and Mezzanine Equity | Equity and Mezzanine Equity Series A Preferred Stock At June 30, 2019 and December 31, 2018, the Company had 562 shares of Series A Preferred Stock, without par value (“Series A Preferred”) issued and outstanding and 4,500 shares authorized with a $1,000 liquidation preference per share, or $562 thousand in aggregate. The Series A Preferred accrues cumulative dividends at a rate of 9% per annum, which is paid or accumulated quarterly. The Company has the right to redeem the 562 shares of Series A Preferred, on a pro rata basis, at any time at a price equal to 103% of the purchase price for the Series A Preferred plus any accrued but unpaid dividends. Series B Preferred Stock At June 30, 2019 and December 31, 2018, the Company had 1,875,748 shares and 5,000,000 shares of Series B Convertible Preferred Stock, without par value (“Series B Preferred”) issued and authorized with a $25.00 liquidation preference per share, or $46.90 million in aggregate. The Series B Preferred bears interest at a rate of 9% per annum. The Series B Preferred has no redemption rights. However, the Series B Preferred is subject to a mandatory conversion once the 20 -trading day volume-weighted average closing price of our Common Stock, exceeds $58 per share; once this weighted average closing price is met, each share of our Series B Preferred will automatically convert into shares of our Common Stock at a conversion price equal to $40.00 per share of Common Stock. In addition, holders of our Series B Preferred also have the option, at any time, to convert shares of our Series B Preferred into shares of our Common Stock at a conversion price of $40.00 per share of Common Stock. Upon any voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of shares of our Series B Preferred shall be entitled to be paid out of our assets a liquidation preference of $25.00 per share, plus an amount equal to all accumulated, accrued and unpaid dividends to and including the date of payment. The Series B Preferred has no maturity date and will remain outstanding indefinitely unless subject to a mandatory or voluntary conversion as described above. In conjunction with the 2014 issuance of Series B Preferred, 1,986,600 warrants were issued. Each warrant permitted investors to purchase 0.125 share of Common Stock at an exercise price of $44 per share of Common Stock, subject to adjustment. On April 29, 2019, the 1,986,600 warrants exchangeable into 248,325 shares of Common Stock expired. The warrants were registered on the Nasdaq Stock Market under the trading symbol "WHLRW" (CUSIP No.: 963025119). Series D Preferred Stock - Redeemable Preferred Stock At June 30, 2019 and December 31, 2018, the Company had 3,600,636 issued and 4,000,000 authorized shares of Series D Preferred with a $25.00 liquidation preference per share, or $96.82 million and $91.98 million in aggregate, respectively. Until September 21, 2023, the holders of the Series D Preferred are entitled to receive cumulative cash dividends at a rate of 8.75% per annum of the $25.00 liquidation preference per share (equivalent to the fixed annual amount of $2.1875 per share) (the “Initial Rate”). Commencing September 21, 2023, the holders will be entitled to cumulative cash dividends at an annual dividend rate of the Initial Rate increased by 2% of the liquidation preference per annum on each subsequent anniversary thereafter, subject to a maximum annual dividend rate of 14% . Dividends are payable quarterly in arrears on or before January 15th, April 15th, July 15th and October 15th of each year. On or after September 21, 2021, the Company may, at its option, redeem the Series D Preferred, for cash at a redemption price of $25.00 per share, plus an amount equal to all accrued and unpaid dividends, if any, to and including the redemption date. The holder of the Series D Preferred may convert shares at any time into shares of the Company’s Common Stock at an initial conversion rate of $16.96 per share of Common Stock. On September 21, 2023, the holders of the Series D Preferred may, at their option, elect to cause the Company to redeem any or all of their shares at a redemption price of $25.00 per share, plus an amount equal to all accrued and unpaid dividends, if any, to and including the redemption date, payable in cash or in shares of Common Stock, or any combination thereof, at the holder’s option. Dividends on the Series D Preferred cumulate from the end of the most recent dividend period for which dividends have been paid. Dividends on the Series D Preferred cumulate whether or not (i) we have earnings, (ii) there are funds legally available for the payment of such dividends and (iii) such dividends are authorized by our Board of Directors or declared by us. Dividends on the Series D Preferred Stock do not bear interest. If the Company, fails to pay any dividend within three ( 3 ) business days after the payment date for such dividend, the then-current dividend rate increases following the payment date by an additional 2.0% of the $25.00 stated liquidation preference per share, or $0.50 per annum, until we pay the dividend, subject to our ability to cure the failure. On December 20, 2018, the Company suspended the Series D Preferred dividend. As such, the Series D Preferred shares began accumulating dividends at 10.75% beginning January 1, 2019 and will continue to accumulate dividends at this rate until all accumulated dividends have been paid. Holders of shares of the Series D Preferred have no voting rights. However, if dividends on the Series D Preferred are in arrears for six or more consecutive quarterly periods, the number of directors on our Board of Directors will automatically be increased by two , and holders of shares of the Series D Preferred and the holders of shares of Parity Preferred Stock upon which like voting rights have been conferred and are exercisable (voting together as a single class) will be entitled to vote, at a special meeting called upon the written request of the holders of at least 20% of such stock or at our next annual meeting and at each subsequent annual meeting of stockholders, for the election of two additional directors to serve on our Board of Directors, until all unpaid dividends on such Series D Preferred and Parity Preferred Stock, if any, have been paid or declared and a sum sufficient for the payment thereof set apart for payment. The Series D Preferred Directors will be elected by a plurality of the votes cast in the election. For the avoidance of doubt, the Board of Directors shall not be permitted to fill the vacancies on the Board of Directors as a result of the failure of the holders of 20% of the Series D Preferred Stock and Parity Preferred Stock to deliver such written request for the election of the Series D Preferred Directors. The changes in the carrying value of the Series D Preferred for the three and six months ended June 30, 2019 and 2018 is as follows (in thousands, unaudited): Series D Preferred Balance December 31, 2018 $ 76,955 Accretion of Preferred Stock discount 148 Undeclared dividends 2,419 Balance March 31, 2019 79,522 Accretion of Preferred Stock discount 149 Undeclared dividends 2,419 Balance June 30, 2019 $ 82,090 Series D Preferred Balance December 31, 2017 $ 53,236 Accretion of Preferred Stock discount 148 Issuance of Preferred Stock for acquisition of JANAF 21,158 Balance March 31, 2018 74,542 Accretion of Preferred Stock discount 148 Balance June 30, 2018 $ 74,690 Earnings per share Basic earnings per share for the Company’s common shareholders is calculated by dividing income (loss) from continuing operations, excluding amounts attributable to preferred stockholders and the net income (loss) attributable to noncontrolling interests, by the Company’s weighted-average shares of Common Stock outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) attributable to common shareholders, excluding amounts attributable to preferred shareholders and the net income (loss) attributable to noncontrolling interests, by the weighted-average number of common shares including any dilutive shares. As of June 30, 2019 , the below shares are able to be converted to Common Stock. The common units, convertible preferred stock and cumulative convertible preferred stock have been excluded from the Company’s diluted earnings per share calculation because their inclusion would be antidilutive. June 30, 2019 Outstanding shares Potential Dilutive Shares (unaudited) Common units 235,032 235,032 Series B Preferred Stock 1,875,748 1,172,343 Series D Preferred Stock 3,600,636 5,307,541 Dividends The following table summarizes the preferred stock dividends (unaudited, in thousands except for per share amounts): Series A Preferred Series B Preferred Series D Preferred Record Date/Arrears Date Declared Arrears Per Share Declared Arrears Per Share Declared Arrears Per Share 12/31/18 $ — $ 13 $ 22.50 $ — $ 1,055 $ 0.56 $ — $ 1,969 $ 0.55 3/31/19 — 13 $ 22.50 — 1,055 $ 0.56 — 2,419 $ 0.67 6/30/19 — 13 $ 22.50 — 1,055 $ 0.56 — 2,419 $ 0.67 For the six months ended June 30, 2019 $ — $ 26 $ — $ 2,110 $ — $ 4,838 3/31/18 $ 13 $ — $ 22.50 $ 1,055 $ — $ 0.56 $ 1,969 $ — $ 0.55 6/30/18 13 — $ 22.50 1,055 — $ 0.56 1,969 — $ 0.55 For the six months ended June 30, 2018 $ 26 $ — $ 2,110 $ — $ 3,938 $ — 2015 Long-Term Incentive Plan On June 4, 2015, the Company's shareholders approved the 2015 Long-Term Incentive Plan (the "2015 Incentive Plan"). The 2015 Incentive Plan allows for issuance of up to 125,000 shares of the Company's Common Stock to employees, directors, officers and consultants for services rendered to the Company. The 2015 Incentive Plan replaced the 2012 Stock Incentive Plan. As of June 30, 2019, there are 41,104 shares available for issuance under the Company’s 2015 Incentive Plan. There were no shares issued during the three and six months ended June 30, 2019 and 2018. 2016 Long-Term Incentive Plan On June 15, 2016, the Company's shareholders approved the 2016 Long-Term Incentive Plan (the "2016 Incentive Plan"). The 2016 Incentive Plan allows for issuance of up to 625,000 shares of the Company's Common Stock to employees, directors, officers and consultants for services rendered to the Company. For the Six Months ended June 30, Shares Issued Market Value (in thousands except for per share amounts, unaudited) 2019 181,807 $ 166 2018 127,313 728 As of June 30, 2019, there are 132,707 shares available for issuance under the Company’s 2016 Incentive Plan. |
Lease Commitments Lease Commitm
Lease Commitments Lease Commitments | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease Commitments | Leases Commitments The Company has ground leases and an administrative office lease, both of which are accounted for as operating leases. Most leases include one or more options to renew, with renewal terms that can extend the lease term from 5 to 50 years. As of June 30, 2019, the weighted average remaining lease term of our leases is 35 years. The following properties are subject to leases which require the Company to make fixed annual rental payments and variable lease payments, which are immaterial and include escalation clauses and renewal options as follows (unaudited, in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Expiration Year Amscot $ 6 $ 4 $ 12 $ 9 2045 Beaver Ruin Village 13 12 27 23 2054 Beaver Ruin Village II 5 5 11 10 2056 Leased office space Charleston, SC 25 25 50 50 2019 Moncks Corner 31 31 61 61 2040 Devine Street 99 62 198 125 2051 (1) JANAF (2) 68 66 135 126 2069 Total ground leases $ 247 $ 205 $ 494 $ 404 (1) Lease options are exercised through 2035 with options which are reasonably certain to be exercised through 2051. (2) Includes $31 thousand and $61 thousand in variable percentage rent, during the three and six months ended June 30, 2019, respectively. Includes $29 thousand and $53 thousand in variable percentage rent, during the three and six months ended June 30, 2018, respectively. Supplemental information related to leases is as follows (in thousands, unaudited): Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 170 $ 339 Leased assets obtained in exchange for new operating lease liabilities $ — $ 11,904 Undiscounted cash flows of our scheduled obligations for future minimum lease payments due under the operating leases, including applicable automatic extension options and options reasonably certain of being exercised, as of June 30, 2019 and a reconciliation of those cash flows to the operating lease liabilities at June 30, 2019 are as follows (in thousands, unaudited): For the remaining six months ended December 31, 2019 $ 305 December 31, 2020 583 December 31, 2021 637 December 31, 2022 640 December 31, 2023 642 December 31, 2024 644 Thereafter 23,109 Total minimum lease payments (1) 26,560 Discount (14,623 ) Operating lease liabilities $ 11,937 (1) Operating lease payments include $7.54 million related to options to extend lease terms that are reasonably certain of being exercised. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Insurance The Company carries comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in its portfolio under a blanket insurance policy, in addition to other coverages, such as trademark and pollution coverage that may be appropriate for certain of its properties. Additionally, the Company carries a directors’, officers’, entity and employment practices liability insurance policy that covers such claims made against the Company and its directors and officers. The Company believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage and industry practice; however, its insurance coverage may not be sufficient to fully cover its losses. Concentration of Credit Risk The Company is subject to risks incidental to the ownership and operation of commercial real estate. These risks include, among others, the risks normally associated with changes in the general economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest rates, the availability of financing and potential liability under environmental and other laws. The Company’s portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in the Northeast, Mid-Atlantic, Southeast and Southwest, which markets represented approximately 4% , 36% , 59% and 1% , respectively, of the total annualized base rent of the properties in its portfolio as of June 30, 2019 . The Company’s geographic concentration may cause it to be more susceptible to adverse developments in those markets than if it owned a more geographically diverse portfolio. Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants. Regulatory and Environmental As the owner of the buildings on our properties, the Company could face liability for the presence of hazardous materials (e.g., asbestos or lead) or other adverse conditions (e.g., poor indoor air quality) in its buildings. Environmental laws govern the presence, maintenance, and removal of hazardous materials in buildings, and if the Company does not comply with such laws, it could face fines for such noncompliance. Also, the Company could be liable to third parties (e.g., occupants of the buildings) for damages related to exposure to hazardous materials or adverse conditions in its buildings, and the Company could incur material expenses with respect to abatement or remediation of hazardous materials or other adverse conditions in its buildings. In addition, some of the Company’s tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject the Company or its tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to the Company, and changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect the Company’s operations. The Company is not aware of any material contingent liabilities, regulatory matters or environmental matters that may exist. Litigation The Company is involved in various legal proceedings arising in the ordinary course of its business, including, but not limited to commercial disputes. The Company believes that such litigation, claims and administrative proceedings will not have a material adverse impact on its financial position or its results of operations. The Company records a liability when it considers the loss probable and the amount can be reasonably estimated. In addition, the below legal proceedings are in process. In May 2018, former Chief Executive Officer and President Jon S. Wheeler filed suit against the Company in the Circuit Court for the City of Virginia Beach, Virginia, asserting claims for breaches of his employment agreement with the Company and retaliatory termination. The Company is vigorously defending the claims set forth in the lawsuit. The non-jury trial of the lawsuit was scheduled for April 17-18, 2019, but was continued over the Company’s objections. The new trial date is December 17-18, 2019. At this juncture, the outcome of the matter cannot be predicted. On or about June 28, 2018, JCP Investment Partnership, LP and JCP Investment Partnership II, Master Fund LP filed suit against the Company in the Circuit Court for Baltimore County, Maryland, alleging the Company failed to maintain the designated asset coverage ratio under the Articles Supplementary governing the issuance of the Company’s Series D Preferred Stock, and is therefore required to redeem those Preferred Shares at the price of $25.00 per share. The Company has filed an answer denying liability and, the parties are engaging in discovery. Trial has been scheduled for March 2-6, 2020. At this early juncture, the outcome of the matter cannot be predicted. In September, 2018, former Chief Executive Officer and President Jon S. Wheeler filed claims for defamation and tortious interference with contract expectancy, prospective business relationships and economic advantage in the Circuit Court for the City of Virginia Beach, Virginia, asserting current CEO and President David Kelly defamed him in communications with an industry association. The Company’s D&O carrier has retained counsel for Mr. Kelly, who is vigorously defending the lawsuit, and has filed a counterclaim seeking approximately $150,000 in damages from Jon S. Wheeler. The parties are presently engaging in discovery. At this juncture, the outcome of the matter cannot be predicted. In April 2019, BOKF (“Bank of Arkansas”) the lead lender for the Sea Turtle project in Hilton Head, South Carolina filed a suit against WD-I Associates, LLC and Jon Wheeler for default on BOKF’s two construction loans. BOKF seeks appointment of a Receiver to take over the financial management of the Project that WD-I was allegedly (mis)handling. That suit is presently stayed as to WD-I, pursuant to the Chapter 11 Bankruptcy proceeding it filed in Charleston, South Carolina. In the Beaufort action, BOKF has moved for a default judgment against Jon Wheeler, who personally guaranteed the two BOKF loans. The Company’s subsidiary, Wheeler Real Estate, LLC is named in the Beaufort suit solely in its position as the former property manager for WD-I Associates, to obtain financial information. No damages are sought from Wheeler Real Estate, LLC in the Beaufort action. The Company’s subsidiaries are creditors in the Chapter 11 Bankruptcy. Harbor Pointe Tax Increment Financing On September 1, 2011, the Grove Economic Development Authority issued the Grove Economic Development Authority Tax Increment Revenue Note, Taxable Series 2011 in the amount of $2,415,000 , bearing a variable interest rate of 2.29% , not to exceed 14% and payable in 50 semi-annual installments. The proceeds of the bonds were to provide funding for the construction of public infrastructure and other site improvements and to be repaid by incremental additional property taxes generated by development. Harbor Pointe Associates, LLC, then owned by an affiliate of Jon Wheeler, entered into an Economic Development Agreement with the Grove Economic Development Authority for this infrastructure development and in the event the ad valorem taxes were insufficient to cover annual debt service, Harbor Pointe Associates, LLC would reimburse the Grove Economic Development Authority (the “Agreement”). In 2014, Harbor Pointe Associates, LLC was acquired by the Company. The total debt service shortfall over the life of the bond is uncertain as it is based on ad valorem taxes, assessed property values, property tax rates, LIBOR and future potential development ranging until 2036. The Company’s future total principal obligation under the Agreement will be no more than $2.26 million , the principal amount of the bonds, as of June 30, 2019. In addition, the Company may have an interest obligation on the note based on the principal balance and LIBOR rates in effect at future payment dates. During the three and six months ended June 30, 2019, the Company funded approximately $44 thousand in debt service shortfalls. During the three and six months ended June 30, 2018, the Company funded approximately $5 thousand in debt service shortfalls. No amounts have been accrued for this as of June 30, 2019 as a reasonable estimate of future debt service shortfalls cannot be determined based on variables noted above. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The following summarizes related party activity for the six months ended June 30, 2019 and 2018 and as of June 30, 2019 and December 31, 2018. The amounts disclosed below reflect the activity between the Company and its affiliates (in thousands). Six Months Ended June 30, 2019 2018 (unaudited) Amounts paid to affiliates $ — $ 15 Amounts received from affiliates $ 12 $ 92 June 30, December 31, 2019 2018 (unaudited) Notes receivable $ — $ 5,000 As discussed in Note 4, the Company loaned $11.00 million for the partial funding of Sea Turtle and loaned $1.00 million for the sale of land to be used in the development. As of June 30, 2019, the Company in total has recognized $12.00 million in impairment charges on the notes receivable reducing the carrying value to zero , as discussed in greater detail in Note 4. During the three and six months ended June 30, 2019, the Company recognized $5.00 million in impairment charges on the notes receivable. The Company has placed the notes receivable on nonaccrual status and has not recognized $359 thousand and $714 thousand of interest income due on the notes for the three and six months ended June 30, 2019, respectively. The Company has not recognized $359 thousand and $714 thousand of interest income due on the notes for the three and six months ended June 30, 2018, respectively. In February 2018, the Company's agreement to perform development, leasing, property and asset management services for Sea Turtle was terminated. Sea Turtle is a related party as Jon Wheeler, the Company's former CEO and shareholder of the Company, is the managing member. Prior to the termination of the agreements, development fees of 5% of hard costs incurred were due to the Company. Leasing, property and asset management fees were consistent with those charged for services provided to non-related properties. The Company did not recover any amounts due from related parties for the three and six months ended June 30, 2019, respectively, which were previously reserved. The Company recovered $0 thousand and $77 thousand in amounts due from related parties for the three and six months ended June 30, 2018, respectively, which were previously reserved. The recovery is included in “asset management fees” on the condensed consolidated statements of operations. The total allowance on related party receivables at June 30, 2019 and December 31, 2018 is $2.20 million . There were no additional reserves recorded for the three and six months ended June 30, 2019 and the year ended December 31, 2018. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Perimeter Square Sale On July 12, 2019, the Company completed the sale of Perimeter Square for a contract price of $7.20 million , paying off the related $6.50 million Perimeter Square loans. Laburnum Square Refinance On August 1, 2019, the Company refinanced the Laburnum Square collateralized portion of the Amended and Restated Credit Agreement resulting in a paydown of $7.55 million on the KeyBank Line of Credit. On August 1, 2019, the Company executed a promissory note for $7.67 million for the refinancing of Laburnum Square at a rate of 4.28% . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Investment Properties | Investment Properties The Company records investment properties and related intangibles at fair value upon acquisition. Investment properties include both acquired and constructed assets. Improvements and major repairs and maintenance are capitalized when the repair and maintenance substantially extends the useful life, increases capacity or improves the efficiency of the asset. All other repair and maintenance costs are expensed as incurred. The Company capitalizes interest on projects during periods of construction until the projects reach the completion point that corresponds with their intended purpose. The Company allocates the purchase price of acquisitions to the various components of the asset based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, the Company may utilize third party valuation specialists. These components typically include buildings, land and any intangible assets related to out-of-market leases, tenant relationships and in-place leases the Company determines to exist. The Company determines fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and specific market and economic conditions that may affect the property. Factors considered by management in the analysis of determining the as-if-vacant property value include an estimate of carrying costs during the expected lease-up periods considering market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to out-of-market leases, tenant relationships and in-place lease value are recorded as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. Premiums or discounts on acquired out-of-market debt are amortized to interest expense over the remaining term of such debt. The Company records depreciation on buildings and improvements utilizing the straight-line method over the estimated useful life of the asset, generally 5 to 40 years. The Company reviews depreciable lives of investment properties periodically and makes adjustments to reflect a shorter economic life, when necessary. Tenant allowances, tenant inducements and tenant improvements are amortized utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. Amounts allocated to buildings are depreciated over the estimated remaining life of the acquired building or related improvements. The Company amortizes amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. The Company also estimates the value of other acquired intangible assets, if any, and amortizes them over the remaining life of the underlying related intangibles. The Company reviews investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable, but at least annually. These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value. The Company measures any impairment of investment property when the estimated undiscounted future operating income before depreciation and amortization, plus its residual value, is less than the carrying value of the property. Estimated discounted operating income before depreciation and amortization includes various level 3 fair value assumptions including renewal and renegotiations of current leases, estimates of new leases on vacant spaces, estimates of operating costs and fluctuating market conditions. The renewal and renegotiations of leases in some cases must be approved by additional third parties outside the control of the Company and the tenant. If such renewed or renegotiated leases are approved at amounts below correct estimates, then impairment adjustments may be necessary in the future. To the extent impairment has occurred, the Company charges to income the excess of the carrying value of the property over its estimated fair value. The Company estimates fair value using unobservable data such as operating income, estimated capitalization rates, or multiples, leasing prospects for vacant spaces and local market information. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Assets Held for Sale and Discontinued Operations | Assets Held For Sale and Discontinued Operations The Company may decide to sell properties that are held for use. The Company records these properties as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year. Properties classified as held for sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell. When the carrying value exceeds the fair value, less estimated costs to sell an impairment charge is recognized. The Company estimates fair value, less estimated closing costs based on similar real estate sales transactions. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 and 3 inputs. Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company recorded a $1.15 million impairment charge for the three and six months ended June 30, 2019 on Perimeter Square based on the carrying value of the property exceeding the fair value, less selling costs based on the recent sale, see Note 12. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 inputs. Assets held for sale are presented as discontinued operations in all periods presented if the disposition represents a strategic shift that has, or will have, a major effect on the Company's financial position or results of operations. This includes the net gain (or loss) upon disposal of property held for sale, the property's operating results, depreciation and interest expense. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents consist primarily of bank operating accounts and money markets. Financial instruments that potentially subject the Company to concentrations of credit risk include its cash and cash equivalents and its trade accounts receivable. The Company places its cash and cash equivalents with institutions of high credit quality. Restricted cash represents amounts held by lenders for real estate taxes, insurance, reserves for capital improvements, leasing costs and tenant security deposits. The Company places its cash and cash equivalents and restricted cash on deposit with financial institutions in the United States, which are insured by the Federal Deposit Insurance Company (“FDIC”) up to $250 thousand . The Company's credit loss in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions credit worthiness in conjunction with balances on deposit to minimize risk. |
Tenant Receivables and Unbilled Rent | Tenant Receivables and Unbilled Rent Tenant receivables include base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. The Company determines an allowance for the uncollectible portion of accrued rents and accounts receivable based upon customer credit-worthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. The Company considers a receivable past due once it becomes delinquent per the terms of the lease. The Company’s standard lease form considers a rent charge past due after five days. A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease. |
Notes Receivable | Notes Receivable Notes receivable represent financing to Sea Turtle Development as discussed in Note 4 for development of the project. The notes are secured by a 2nd deed of trust on the underlying real estate known as Sea Turtle Development. The Company evaluates the collectability of both the interest and principal of the notes receivable based primarily upon the projected fair market value of the project at stabilization. The notes receivable are determined to be impaired when, based upon current information, it is no longer probable that the Company will be able to collect all contractual amounts due from the borrower. The amount of impairment loss recognized is measured as the difference between the carrying amount of the loan and its estimated realizable value. |
Above and Below Market Lease Intangibles, Net | Above and Below Market Lease Intangibles, net The Company determines the above and below market lease intangibles upon acquiring a property. Above and below market lease intangibles are amortized over the life of the respective leases. Amortization of above and below market lease intangibles is recorded as a component of rental revenues. |
Deferred Costs and Other Assets, net | Deferred Costs and Other Assets, net The Company’s deferred costs and other assets consist primarily of leasing commissions, leases in place, capitalized legal and marketing costs, tenant relationship and ground lease sandwich interest intangibles associated with acquisitions. The Company’s lease origination costs consist primarily of the portion of property acquisitions allocated to lease originations and commissions paid to third parties in connection with lease originations. The Company generally records amortization of lease origination costs on a straight-line basis over the terms of the related leases. Amortization of lease origination costs, leases in place, legal and marketing costs, tenant relationships and ground lease sandwich interest represents a component of depreciation and amortization expense. |
Lease Contract Revenue | Additionally, certain of the lease agreements contain provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements as variable lease income. The Company’s leases generally require the tenant to reimburse the Company for a substantial portion of its expenses incurred in operating, maintaining, repairing, insuring and managing the shopping center and common areas (collectively defined as Common Area Maintenance or “CAM” expenses). This significantly reduces the Company’s exposure to increases in costs and operating expenses resulting from inflation or other outside factors. These reimbursements are considered nonlease components which the Company combines with the lease component. The Company calculates the tenant’s share of operating costs by multiplying the total amount of the operating costs by a fraction, the numerator of which is the total number of square feet being leased by the tenant, and the denominator of which is the average total square footage of all leasable buildings at the property. The Company also receives escrow payments for these reimbursements from substantially all its tenants throughout the year. The Company recognizes tenant reimbursements as variable lease income. The Company recognizes differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material for the three and six months ended June 30, 2019 and 2018. Additionally, the Company has tenants who pay real estate taxes directly to the taxing authority. The Company excludes these Company costs paid directly by the tenant to third parties on the Company’s behalf from both variable revenue payments recognized and the associated property operating expenses. The Company does not evaluate whether certain sales taxes and other similar taxes are the Company’s costs or tenants costs. Instead, the Company accounts for these costs as tenant costs. The Company recognizes lease termination fees, which is included in "other revenue" on the condensed consolidated statements of operations, in the year that the lease is terminated and collection of the fee is reasonably assured. Upon early lease termination, the Company provides for losses related to unrecovered intangibles and other assets. Lease Contract Revenue The Company has two classes of underlying assets relating to rental revenue activity, retail and office space. The Company retains substantially all of the risks and benefits of ownership of these underlying assets and accounts for these leases as operating leases. The Company combines lease and nonlease components in lease contracts, which includes combining base rent and tenant reimbursement revenue. The Company accrues minimum rents on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet. |
Asset Management Fees | Asset Management Fees Asset management fees are generated from Non-REIT Properties. The Non-REIT Properties pay WRE property management and/or asset management fees of 3% and 2% of collected revenues, respectively for services performed. Revenues are governed by the management fee agreements for the various properties. Obligations under the agreements include and are not limited to: managing of maintenance, janitorial, security, landscaping, vendors and back office (collecting rents, paying bills), etc. Each of the obligations are bundled together to be one service and are satisfied over time. Non-REIT Properties are billed monthly and typically pay monthly for these services. |
Commissions | Commissions Commissions are generated from Non-REIT Properties. The Non-REIT Properties pay WRE leasing commissions based on the total contractual revenues to be generated under the new/renewed lease agreement ( 6% for new leases and 3% for renewals). Revenues are governed by the leasing commission agreements for the various properties. Obligations under the agreements include and are not limited to: monitoring upcoming vacancies, new tenant identification, proposal preparation, lease negotiation and document preparation. Each of the obligations are bundled together to be one service as the overall objective of these services is to maintain the overall occupancy of the property. Revenue is recognized and billed upon lease execution. |
Income Taxes | Income Taxes The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the Company to distribute at least 90% of its taxable income to shareholders and meet certain other asset and income tests, as well as other requirements. The TRS' have accrued $23 thousand and $13 thousand , respectively, for federal and state income taxes as of June 30, 2019 and December 31, 2018. If the Company fails to qualify as a REIT, it will be subject to tax at regular corporate rates for the years in which it fails to qualify. If the Company loses its REIT status, it could not elect to be taxed as a REIT for five years unless the Company’s failure to qualify was due to a reasonable cause and certain other conditions were satisfied. |
Taxable REIT Subsidiary Cost Allocation | Taxable REIT Subsidiary Cost Allocation The Company’s overall philosophy regarding cost allocation centers around the premise that the Trust exists to acquire, lease and manage properties for the benefit of its investors. Accordingly, a majority of the Company’s operations occur at the property level. Each property must carry its own weight by absorbing the costs associated with generating its revenues. Additionally, leases generally allow the Company to pass through to the tenant most of the costs involved in operating the property, including, but not limited to, the direct costs associated with owning and maintaining the property (landscaping, repairs and maintenance, taxes, insurance, etc.), property management and certain administrative costs. Service vendors bill the majority of the direct costs of operating the properties directly to the REIT Properties and Non-REIT Properties and each property pays them accordingly. The Non-REIT Properties pay WRE property management and/or asset management fees of 3% and 2% of collected revenues, respectively. The Non-REIT Properties also pay WRE leasing commissions based on the total contractual revenues to be generated under the new/renewed lease agreement ( 6% for new leases and 3% for renewals). Costs incurred to manage, lease and administer the Non-REIT Properties are allocated to the TRS. These costs include compensation and benefits, property management, leasing and other corporate, general and administrative expenses associated with generating the TRS' revenues. |
Financial Instruments | Financial Instruments The carrying amount of financial instruments included in assets and liabilities approximates fair market value due to their immediate or short-term maturity. |
Use of Estimates | Use of Estimates The Company has made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported periods. The Company’s actual results could differ from these estimates. |
Advertising Costs for Leasing Activities | Advertising Costs For Leasing Activities The Company expenses advertising and promotion costs as incurred. |
Lease Commitments | Leases Commitments The Company determines if an arrangement is a lease at inception. Operating leases, in which the Company is the lessee, are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on our condensed consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and the lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets include any lease payments made and excludes lease incentives. The Company's lease terms may include options to extend the lease when it is reasonably certain that the company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elects the practical expedient to combine lease and associated nonlease components. The lease components are the majority of its leasing arrangements and the Company accounts for the combined component as an operating lease. In the event the Company modifies existing ground leases or enters into new ground leases, such leases may be classified as finance leases. |
Noncontrolling interests | Noncontrolling Interests Noncontrolling interests is the portion of equity in the Operating Partnership not attributable to the Trust. The ownership interests not held by the parent are considered noncontrolling interests. Accordingly, noncontrolling interests have been reported in equity on the condensed consolidated balance sheets but separate from the Company’s equity. On the condensed consolidated statements of operations, the subsidiaries are reported at the consolidated amount, including both the amount attributable to the Company and noncontrolling interests. Condensed consolidated statements of equity includes beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity. The noncontrolling interest of the Operating Partnership common unit holders is calculated by multiplying the noncontrolling interest ownership percentage at the balance sheet date by the Operating Partnership’s net assets (total assets less total liabilities). The noncontrolling interest percentage is calculated at any point in time by dividing the number of units not owned by the Company by the total number of units outstanding. The noncontrolling interest ownership percentage will change as additional units are issued or as units are exchanged for the Company’s common stock $0.01 par value per share (“Common Stock”). In accordance with GAAP, any changes in the value from period to period are charged to additional paid-in capital. |
Recent Accounting Pronouncements | Adoption of ASC Topic 842, “Leases” In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Leases (Topic 842)”, to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective approach within ASU 2018-11, which allows for the application date to be the beginning of the reporting period in which the entity first applies the new standard. The Company did not have a cumulative-effect adjustment as of the adoption date. In addition, the Company implemented internal controls to enable the preparation of financial information upon adoption. The Company elected the package of transition practical expedients where the company is either the lessee or lessor, which among other things, allowed the Company to carry forward the historical lease classifications and use hindsight in determining the lease terms. The standard had a material impact on the Company's condensed consolidated balance sheets, but did not have a material impact on the condensed consolidated statements of operations. The most significant impact was the recognition of ROU assets and lease liabilities of approximately $11.90 million and $11.99 million , respectively, for operating leases as of January 1, 2019, calculated based on an incremental borrowing rate of 4.84% . The difference between the ROU assets and lease liabilities at adoption represents the accrued straight-line rent liability previously recognized under ASC 840. The standard had no impact on the Company's cash flows. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Loses (Topic 326): Measurement of Credit Losses on Financial Instruments". This update enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better calculate credit loss estimates. The guidance will apply to most financial assets measured at amortized cost and certain other instruments, such as accounts receivable and loans. The guidance will require that the Company estimate the lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected. The Company will also be required to disclose information about how it developed the allowances, including changes in the factors that influenced the Company’s estimate of expected credit losses and the reasons for those changes. The guidance would be effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact the adoption of the guidance will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820)". This update modifies the disclosure requirements on fair value measurements in Topic 820 with several removals and additions for disclosures. The guidance will add disclosures related to the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The guidance would be effective for interim and annual reporting periods beginning after December 15, 2019. The Company anticipates that there will be no material impact on its consolidated financial statements upon adoption of the guidance. Other accounting standards that have been issued or proposed by the FASB or other standard-setting bodies are not currently applicable to the Company or are not expected to have a significant impact on the Company’s financial position, results of operations and cash flows. |
Reclassifications | Reclassifications The Company has reclassified certain prior period amounts in the accompanying condensed consolidated financial statements in order to be consistent with the current period presentation. These reclassifications had no effect on net income, total assets, total liabilities or equity. Tenant reimbursements and provision for credit losses were reclassified to rental revenues on the condensed consolidated statements of operations to conform to 2019 presentation as a result of adopting ASU 2016-02, “Leases (Topic 842).” There is a reclassification within the condensed consolidated statement of cash flows that pertains to the straight-line expense operating activity adjustment on those leases which the Company is a lessee. This reclassification did not impact cash provided by (used in) operating, investing, or financing activities. As of June 30, 2019, it was determined that the six undeveloped Land Parcels (the “Land Parcels”) previously classified as assets held for sale at December 31, 2018 no longer meet the definition of assets held for sale. Management’s intention to sell the parcels has not changed; however, they are in secondary and tertiary markets with minimal land sales and it is not probable they will sell in the next twelve months. Accordingly, the assets and liabilities of the Land Parcels were reclassified to “land and land improvements” within investment properties for all periods presented, see Note 3. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of disaggregation of Company's revenue | The below table disaggregates the Company’s revenue by type of service for the three and six months ended June 30, 2019 and 2018 (in thousands, unaudited): Three Months Ended Six Months Ended 2019 2018 2019 2018 Minimum rent $ 11,974 $ 12,873 $ 24,435 $ 25,483 Tenant reimbursements - variable lease revenue 3,450 2,965 6,737 6,187 Percentage rent - variable lease revenue 77 38 189 125 Lease termination fees — 1,038 49 1,284 Asset management fees 13 47 26 172 Commissions 5 36 47 50 Other 123 109 244 196 Subtotal 15,642 17,106 31,727 33,497 Credit losses on operating lease receivables (110 ) (165 ) (200 ) (263 ) Total $ 15,532 $ 16,941 $ 31,527 $ 33,234 |
Schedule of corporate general and administrative expenses | A detail for the "corporate general & administrative" ("CG&A") line item from the condensed consolidated statements of operations is presented below (in thousands, unaudited): Three Months Ended Six Months Ended 2019 2018 2019 2018 Compensation and benefits $ 431 $ 446 $ 1,107 $ 1,447 Professional fees 328 810 927 1,671 Corporate administration 303 327 608 669 Capital related costs 62 245 136 298 Taxes and licenses 70 39 132 204 Other 186 427 284 549 1,380 2,294 3,194 4,838 Less: Allocation of CG&A to Non-REIT management and leasing services — (26 ) — (62 ) Total $ 1,380 $ 2,268 $ 3,194 $ 4,776 |
Real Estate (Tables)
Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
Schedule of investment properties | Investment properties consist of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Land and land improvements $ 100,351 $ 101,696 Buildings and improvements 367,056 374,499 Investment properties at cost 467,407 476,195 Less accumulated depreciation (44,901 ) (40,189 ) Investment properties, net $ 422,506 $ 436,006 |
Schedule of dispositions | The following properties were sold during the six months ended June 30, 2019 and 2018: Disposal Date Property Contract Price Gain Net Proceeds (in thousands, unaudited) March 18, 2019 Graystone Crossing $ 6,000 $ 1,452 $ 1,744 February 7, 2019 Harbor Pointe Land Parcel (1.28 acres) 550 — 19 January 11, 2019 Jenks Plaza 2,200 387 1,840 June 19, 2018 Laskin Road Land Parcel (1.5 acres) 2,858 903 2,747 January 12, 2018 Chipotle Ground Lease at Conyers Crossing 1,270 1,055 1,160 As of June 30, 2019 and December 31, 2018, assets held for sale and associated liabilities, excluding discontinued operations, consisted of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Investment properties, net $ 6,634 $ 4,912 Rents and other tenant receivables, net 111 72 Above market leases, net — 420 Deferred costs and other assets, net 54 228 Total assets held for sale, excluding discontinued operations $ 6,799 $ 5,632 June 30, 2019 December 31, 2018 (unaudited) Loans payable $ 6,497 $ 3,818 Below market leases, net 1 — Accounts payable 352 240 Total liabilities associated with assets held for sale, excluding discontinued operations $ 6,850 $ 4,058 As of June 30, 2019 and December 31, 2018, assets held for sale and associated liabilities for discontinued operations, consisted of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Investment properties, net $ — $ 486 Total assets held for sale, discontinued operations $ — $ 486 June 30, 2019 December 31, 2018 (unaudited) Loans payable $ — $ 460 Accounts payable — 2 Total liabilities associated with assets held for sale, discontinued operations $ — $ 462 |
Deferred Costs (Tables)
Deferred Costs (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of details of deferred costs, net of amortization and other assets | Deferred costs, net of amortization and other assets are as follows (in thousands): June 30, 2019 December 31, 2018 (unaudited) Leases in place, net $ 18,158 $ 21,785 Tenant relationships, net 2,809 3,764 Ground lease sandwich interest, net 2,352 2,488 Lease origination costs, net 1,240 1,261 Legal and marketing costs, net 51 59 Other 1,071 716 Total deferred costs and other assets, net $ 25,681 $ 30,073 |
Schedule of future amortization of lease origination costs, financing costs and in place leases | Future amortization of lease origination costs, leases in place, legal and marketing costs, tenant relationships, and ground lease sandwich interests is as follows (in thousands, unaudited): Leases In Place, net Tenant Relationships, net Ground Lease Sandwich Interest, net Lease Origination Costs, net Legal & Marketing Costs, net Total For the remaining six months ending December 31, 2019 $ 2,839 $ 629 $ 137 $ 114 $ 6 $ 3,725 For the years ending: December 31, 2020 4,533 861 274 194 11 5,873 December 31, 2021 2,833 449 274 180 9 3,745 December 31, 2022 2,166 355 274 139 6 2,940 December 31, 2023 1,684 228 274 121 6 2,313 December 31, 2024 1,171 129 274 106 3 1,683 Thereafter 2,932 158 845 386 10 4,331 $ 18,158 $ 2,809 $ 2,352 $ 1,240 $ 51 $ 24,610 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | The Company’s loans payable consist of the following (in thousands, except monthly payment): Property/Description Monthly Payment Interest Rate Maturity June 30, 2019 December 31, 2018 Harbor Pointe (1) $ 11,024 5.85 % December 2018 $ — $ 460 Perimeter Square (1) Interest only 6.50 % June 2019 6,250 6,250 Perimeter Square construction loan (1) Interest only 6.50 % June 2019 247 247 Revere Term Loan $ 109,658 10.00 % April 2019 — 1,059 Senior convertible notes $ 234,199 9.00 % June 2019 — 1,369 DF I-Moyock $ 10,665 5.00 % July 2019 11 73 Rivergate $ 150,001 Libor + 295 basis points December 2019 21,831 22,117 KeyBank Line of Credit (6) $ 250,000 Libor + 250 basis points Various (6) 34,291 52,102 Folly Road $ 32,827 4.00 % March 2020 5,998 6,073 Columbia Fire Station $ 25,452 4.00 % May 2020 4,120 4,189 Shoppes at TJ Maxx $ 33,880 3.88 % May 2020 5,443 5,539 First National Bank Line of Credit $ 24,656 Libor + 300 basis points September 2020 1,325 2,938 Lumber River $ 10,723 Libor + 350 basis points October 2020 1,427 1,448 JANAF Bravo $ 36,935 4.65 % January 2021 6,442 6,500 Walnut Hill Plaza $ 26,850 5.50 % September 2022 3,814 3,868 Twin City Commons $ 17,827 4.86 % January 2023 3,016 3,048 New Market $ 48,747 5.65 % June 2023 6,811 6,907 Benefit Street Note (3) $ 53,185 5.71 % June 2023 7,466 7,567 Deutsche Bank Note (2) $ 33,340 5.71 % July 2023 5,678 5,713 JANAF $ 333,159 4.49 % July 2023 51,432 52,253 Tampa Festival $ 50,797 5.56 % September 2023 8,153 8,227 Forrest Gallery $ 50,973 5.40 % September 2023 8,455 8,529 Riversedge North $ 11,436 5.77 % December 2023 1,783 1,800 South Carolina Food Lions Note (5) $ 68,320 5.25 % January 2024 11,771 11,867 Cypress Shopping Center $ 34,360 4.70 % July 2024 6,324 6,379 Port Crossing $ 34,788 4.84 % August 2024 6,092 6,150 Freeway Junction $ 41,798 4.60 % September 2024 7,794 7,863 Harrodsburg Marketplace $ 19,112 4.55 % September 2024 3,452 3,486 Graystone Crossing (1) $ 20,386 4.55 % October 2024 — 3,863 Bryan Station $ 23,489 4.52 % November 2024 4,433 4,472 Crockett Square Interest only 4.47 % December 2024 6,338 6,338 Pierpont Centre Interest only 4.15 % February 2025 8,113 8,113 Alex City Marketplace Interest only 3.95 % April 2025 5,750 5,750 Butler Square Interest only 3.90 % May 2025 5,640 5,640 Brook Run Shopping Center Interest only 4.08 % June 2025 10,950 10,950 Beaver Ruin Village I and II Interest only 4.73 % July 2025 9,400 9,400 Sunshine Shopping Plaza Interest only 4.57 % August 2025 5,900 5,900 Barnett Portfolio (4) Interest only 4.30 % September 2025 8,770 8,770 Fort Howard Shopping Center Interest only 4.57 % October 2025 7,100 7,100 Conyers Crossing Interest only 4.67 % October 2025 5,960 5,960 Grove Park Shopping Center Interest only 4.52 % October 2025 3,800 3,800 Parkway Plaza Interest only 4.57 % October 2025 3,500 3,500 Winslow Plaza Interest only 4.82 % December 2025 4,620 4,620 JANAF BJ's $ 29,964 4.95 % January 2026 5,011 5,065 Chesapeake Square $ 23,857 4.70 % August 2026 4,395 4,434 Berkley/Sangaree/Tri-County Interest only 4.78 % December 2026 9,400 9,400 Riverbridge Interest only 4.48 % December 2026 4,000 4,000 Franklin Village Interest only 4.93 % January 2027 8,516 8,516 Village of Martinsville $ 89,664 4.28 % July 2029 16,500 — Total Principal Balance (1) 357,522 369,612 Unamortized debt issuance cost (1) (4,467 ) (5,144 ) Total Loans Payable, including Assets Held for Sale 353,055 364,468 Less loans payable on assets held for sale, net loan amortization costs 6,497 4,278 Total Loans Payable, net $ 346,558 $ 360,190 (1) Includes loans payable on assets held for sale, see Note 3. (2) Collateralized by LaGrange Marketplace, Ridgeland and Georgetown. (3) Collateralized by Ladson Crossing, Lake Greenwood Crossing and South Park. (4) Collateralized by Cardinal Plaza, Franklinton Square, and Nashville Commons. (5) Collateralized by Clover Plaza, South Square, St. George, Waterway Plaza and Westland Square. (6) Collateralized by Darien Shopping Center, Devine Street, Laburnum Square, Lake Murray, Litchfield Market Village, Moncks Corner, Shoppes at Myrtle Park, South Lake and St. Matthews. The various maturity dates are disclosed below within Note 6 under the KeyBank Credit Agreement. |
Schedule of Company's scheduled principal repayments on indebtedness | The Company’s scheduled principal repayments on indebtedness as of June 30, 2019 , including assets held for sale, are as follows (in thousands, unaudited): For the remaining six months ended December 31, 2019 $ 64,997 December 31, 2020 22,508 December 31, 2021 10,944 December 31, 2022 8,482 December 31, 2023 85,326 December 31, 2024 43,980 Thereafter 121,285 Total principal repayments and debt maturities $ 357,522 |
Rentals under Operating Leases
Rentals under Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of future minimum rentals to be received under noncancelable tenant operating leases | Future minimum rents to be received under noncancelable tenant operating leases, excluding rents on assets held for sale properties, for each of the next five years and thereafter, excluding CAM and percentage rent based on tenant sales volume, as of June 30, 2019 are as follows (in thousands, unaudited): For the remaining six months ended December 31, 2019 $ 23,528 December 31, 2020 41,370 December 31, 2021 33,161 December 31, 2022 26,405 December 31, 2023 20,594 December 31, 2024 14,441 Thereafter 38,407 Total minimum rents $ 197,906 |
Equity and Mezzanine Equity (Ta
Equity and Mezzanine Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Changes in Carrying Value of Series D Preferred | The changes in the carrying value of the Series D Preferred for the three and six months ended June 30, 2019 and 2018 is as follows (in thousands, unaudited): Series D Preferred Balance December 31, 2018 $ 76,955 Accretion of Preferred Stock discount 148 Undeclared dividends 2,419 Balance March 31, 2019 79,522 Accretion of Preferred Stock discount 149 Undeclared dividends 2,419 Balance June 30, 2019 $ 82,090 Series D Preferred Balance December 31, 2017 $ 53,236 Accretion of Preferred Stock discount 148 Issuance of Preferred Stock for acquisition of JANAF 21,158 Balance March 31, 2018 74,542 Accretion of Preferred Stock discount 148 Balance June 30, 2018 $ 74,690 |
Schedule of Potentially Dilutive Shares | As of June 30, 2019 , the below shares are able to be converted to Common Stock. The common units, convertible preferred stock and cumulative convertible preferred stock have been excluded from the Company’s diluted earnings per share calculation because their inclusion would be antidilutive. June 30, 2019 Outstanding shares Potential Dilutive Shares (unaudited) Common units 235,032 235,032 Series B Preferred Stock 1,875,748 1,172,343 Series D Preferred Stock 3,600,636 5,307,541 |
Schedule of Summary of Preferred Stock Dividends | The following table summarizes the preferred stock dividends (unaudited, in thousands except for per share amounts): Series A Preferred Series B Preferred Series D Preferred Record Date/Arrears Date Declared Arrears Per Share Declared Arrears Per Share Declared Arrears Per Share 12/31/18 $ — $ 13 $ 22.50 $ — $ 1,055 $ 0.56 $ — $ 1,969 $ 0.55 3/31/19 — 13 $ 22.50 — 1,055 $ 0.56 — 2,419 $ 0.67 6/30/19 — 13 $ 22.50 — 1,055 $ 0.56 — 2,419 $ 0.67 For the six months ended June 30, 2019 $ — $ 26 $ — $ 2,110 $ — $ 4,838 3/31/18 $ 13 $ — $ 22.50 $ 1,055 $ — $ 0.56 $ 1,969 $ — $ 0.55 6/30/18 13 — $ 22.50 1,055 — $ 0.56 1,969 — $ 0.55 For the six months ended June 30, 2018 $ 26 $ — $ 2,110 $ — $ 3,938 $ — |
Schedule of Shares Issued Under 2016 Long-Term Incentive Plan | 2016 Long-Term Incentive Plan On June 15, 2016, the Company's shareholders approved the 2016 Long-Term Incentive Plan (the "2016 Incentive Plan"). The 2016 Incentive Plan allows for issuance of up to 625,000 shares of the Company's Common Stock to employees, directors, officers and consultants for services rendered to the Company. For the Six Months ended June 30, Shares Issued Market Value (in thousands except for per share amounts, unaudited) 2019 181,807 $ 166 2018 127,313 728 As of June 30, 2019, there are 132,707 shares available for issuance under the Company’s 2016 Incentive Plan. |
Lease Commitments (Tables)
Lease Commitments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Ground Lease Payments and Supplemental Information Related to Leases | The following properties are subject to leases which require the Company to make fixed annual rental payments and variable lease payments, which are immaterial and include escalation clauses and renewal options as follows (unaudited, in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Expiration Year Amscot $ 6 $ 4 $ 12 $ 9 2045 Beaver Ruin Village 13 12 27 23 2054 Beaver Ruin Village II 5 5 11 10 2056 Leased office space Charleston, SC 25 25 50 50 2019 Moncks Corner 31 31 61 61 2040 Devine Street 99 62 198 125 2051 (1) JANAF (2) 68 66 135 126 2069 Total ground leases $ 247 $ 205 $ 494 $ 404 (1) Lease options are exercised through 2035 with options which are reasonably certain to be exercised through 2051. (2) Includes $31 thousand and $61 thousand in variable percentage rent, during the three and six months ended June 30, 2019, respectively. Includes $29 thousand and $53 thousand in variable percentage rent, during the three and six months ended June 30, 2018, respectively. Supplemental information related to leases is as follows (in thousands, unaudited): Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 170 $ 339 Leased assets obtained in exchange for new operating lease liabilities $ — $ 11,904 |
Schedule of Undiscounted Cash Flows of Scheduled Obligations for Under Operating Leases | Undiscounted cash flows of our scheduled obligations for future minimum lease payments due under the operating leases, including applicable automatic extension options and options reasonably certain of being exercised, as of June 30, 2019 and a reconciliation of those cash flows to the operating lease liabilities at June 30, 2019 are as follows (in thousands, unaudited): For the remaining six months ended December 31, 2019 $ 305 December 31, 2020 583 December 31, 2021 637 December 31, 2022 640 December 31, 2023 642 December 31, 2024 644 Thereafter 23,109 Total minimum lease payments (1) 26,560 Discount (14,623 ) Operating lease liabilities $ 11,937 (1) Operating lease payments include $7.54 million related to options to extend lease terms that are reasonably certain of being exercised. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party activity | The following summarizes related party activity for the six months ended June 30, 2019 and 2018 and as of June 30, 2019 and December 31, 2018. The amounts disclosed below reflect the activity between the Company and its affiliates (in thousands). Six Months Ended June 30, 2019 2018 (unaudited) Amounts paid to affiliates $ — $ 15 Amounts received from affiliates $ 12 $ 92 June 30, December 31, 2019 2018 (unaudited) Notes receivable $ — $ 5,000 |
Organization and Basis of Pre_2
Organization and Basis of Presentation and Consolidation (Details) | Jun. 30, 2019PropertypropertyBuilding |
Accounting Policies [Abstract] | |
Number of real estate properties | property | 62 |
Number of office buildings | Building | 1 |
Number of undeveloped land parcels | Property | 6 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019USD ($)Property$ / shares | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Property$ / shares | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)$ / shares | Jan. 01, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Impairment of assets held for sale | $ 1,147 | $ 0 | $ 1,147 | $ 0 | ||
Maturity of highly liquid investments | 90 days | |||||
Insurance coverage amount | $ 250 | |||||
Past due rent charge term | 5 days | |||||
Allowance for uncollectible accounts | 982 | $ 982 | $ 1,070 | |||
Provision for credit losses | 110 | 165 | 200 | 263 | ||
Tenant recoveries realized from previous charge-offs | 0 | 0 | $ 0 | 0 | ||
Property management fee, percent fee | 3.00% | |||||
Asset management fee, percent fee | 2.00% | |||||
Minimum percentage of taxable income to be distributed to stockholders (as percent) | 90.00% | |||||
Provision for federal income taxes | $ (23) | $ 13 | ||||
Term of disqualification to be taxed as a REIT due to loss of REIT status | 5 years | |||||
Advertising | $ 114 | $ 115 | $ 163 | $ 158 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
ROU assets | $ 11,762 | $ 11,762 | $ 0 | |||
Number of undeveloped land parcels | Property | 6 | 6 | ||||
Real Estate | Real Estate Investment properties consist of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Land and land improvements $ 100,351 $ 101,696 Buildings and improvements 367,056 374,499 Investment properties at cost 467,407 476,195 Less accumulated depreciation (44,901 ) (40,189 ) Investment properties, net $ 422,506 $ 436,006 The Company’s depreciation expense on investment properties was $2.88 million and $6.07 million for the three and six months ended June 30, 2019 , respectively. The Company’s depreciation expense on investment properties was $3.33 million and $6.50 million for the three and six months ended June 30, 2018, respectively. A significant portion of the Company’s land, buildings and improvements serve as collateral for its mortgage loans payable portfolio. Accordingly, restrictions exist as to the encumbered property’s transferability, use and other common rights typically associated with property ownership. Assets Held for Sale At December 31, 2018, assets held for sale included a 1.28 acre undeveloped land parcel at Harbor Pointe ("Harbor Pointe land parcel"), Graystone Crossing and Jenks Plaza. All three were sold during the six months ended June 30, 2019. Additionally, in 2019 the Board committed to a plan to sell Perimeter Square, which is classified as assets held for sale as of June 30, 2019. The Harbor Pointe land parcel sale represents discontinued operations as it is a strategic shift that has a major effect on the Company's financial position or results of operations. Accordingly, the assets and liabilities associated with the Harbor Pointe land parcel have been reclassified for all periods presented. The $1.15 million impairment charge on assets held for sale for the three and six months ended June 30, 2019 is based on the carrying value of the property exceeding the fair value, less selling costs based on the recent sale subsequent to June 30, 2019, see Note 12. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 inputs. As of June 30, 2019 and December 31, 2018, assets held for sale and associated liabilities, excluding discontinued operations, consisted of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Investment properties, net $ 6,634 $ 4,912 Rents and other tenant receivables, net 111 72 Above market leases, net — 420 Deferred costs and other assets, net 54 228 Total assets held for sale, excluding discontinued operations $ 6,799 $ 5,632 June 30, 2019 December 31, 2018 (unaudited) Loans payable $ 6,497 $ 3,818 Below market leases, net 1 — Accounts payable 352 240 Total liabilities associated with assets held for sale, excluding discontinued operations $ 6,850 $ 4,058 As of June 30, 2019 and December 31, 2018, assets held for sale and associated liabilities for discontinued operations, consisted of the following (in thousands): June 30, 2019 December 31, 2018 (unaudited) Investment properties, net $ — $ 486 Total assets held for sale, discontinued operations $ — $ 486 June 30, 2019 December 31, 2018 (unaudited) Loans payable $ — $ 460 Accounts payable — 2 Total liabilities associated with assets held for sale, discontinued operations $ — $ 462 Dispositions In May 2019, an approximate 10,000 square foot outparcel at the JANAF property was demolished resulting in a $331 thousand write-off to make way for a new approximate 20,000 square foot building constructed by a new grocer tenant. The following properties were sold during the six months ended June 30, 2019 and 2018: Disposal Date Property Contract Price Gain Net Proceeds (in thousands, unaudited) March 18, 2019 Graystone Crossing $ 6,000 $ 1,452 $ 1,744 February 7, 2019 Harbor Pointe Land Parcel (1.28 acres) 550 — 19 January 11, 2019 Jenks Plaza 2,200 387 1,840 June 19, 2018 Laskin Road Land Parcel (1.5 acres) 2,858 903 2,747 January 12, 2018 Chipotle Ground Lease at Conyers Crossing 1,270 1,055 1,160 The sale of the Chipotle ground lease at Conyers Crossing, Jenks Plaza and Graystone Crossing did not represent a strategic shift that has a major effect on the Company's financial position or results of operations. Accordingly, the operating results of these properties remains classified within continuing operations for all periods presented. JANAF Executive Building In April 2019, the Company absorbed an approximate 25,000 square foot outparcel at JANAF as a result of an unlawful detainer with a delinquent tenant, Mariner Investments, LTD. The Company inadvertently disclosed the former tenant as Mariner Finance, LLC in the Form 10-Q for the three months ended March 31, 2019 in error. | |||||
ASU 2016-02 | ||||||
Property, Plant and Equipment [Line Items] | ||||||
ROU assets | $ 11,900 | |||||
Lease liability | $ 11,990 | |||||
Incremental borrowing rate on leases | 4.84% | |||||
Building and building improvements | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||
Building and building improvements | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 40 years | |||||
Rent and other tenant receivables | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Recoveries related to tenant receivables | $ 3,300 | $ 3,300 | $ 3,120 | |||
New Lease | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Commission fee, percent fee | 6.00% | |||||
Renewed Lease | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Commission fee, percent fee | 3.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Rental revenues | $ 15,391 | $ 15,711 | $ 31,161 | $ 31,532 |
Asset management fees | 13 | 47 | 26 | 172 |
Subtotal | 15,642 | 17,106 | 31,727 | 33,497 |
Credit losses on operating lease receivables | (110) | (165) | (200) | (263) |
Total Revenue | 15,532 | 16,941 | 31,527 | 33,234 |
Minimum rent | ||||
Disaggregation of Revenue [Line Items] | ||||
Rental revenues | 11,974 | 12,873 | 24,435 | 25,483 |
Tenant reimbursements - variable lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Variable lease revenue | 3,450 | 2,965 | 6,737 | 6,187 |
Percentage rent - variable lease revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Variable lease revenue | 77 | 38 | 189 | 125 |
Lease termination fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Non-lease revenues | 0 | 1,038 | 49 | 1,284 |
Asset management fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Asset management fees | 13 | 47 | 26 | 172 |
Commissions | ||||
Disaggregation of Revenue [Line Items] | ||||
Non-lease revenues | 5 | 36 | 47 | 50 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Non-lease revenues | $ 123 | $ 109 | $ 244 | $ 196 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - CG&A Schedule (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
CG&A Schedule [Abstract] | ||||
Corporate administration | $ 431 | $ 446 | $ 1,107 | $ 1,447 |
Professional fees | 328 | 810 | 927 | 1,671 |
Corporate administration | 303 | 327 | 608 | 669 |
Capital related costs | 62 | 245 | 136 | 298 |
Taxes and licenses | 70 | 39 | 132 | 204 |
Other | 186 | 427 | 284 | 549 |
Other Selling, General and Administrative Expense | 1,380 | 2,294 | 3,194 | 4,838 |
Less: Allocation of CG&A to Non-REIT management and leasing services | 0 | (26) | 0 | (62) |
Total | $ 1,380 | $ 2,268 | $ 3,194 | $ 4,776 |
Real Estate - Investment Proper
Real Estate - Investment Properties (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Real Estate [Line Items] | ||
Investment properties at cost | $ 467,407 | $ 476,195 |
Less accumulated depreciation | (44,901) | (40,189) |
Investment properties, net | 422,506 | 436,006 |
Land and land improvements | ||
Real Estate [Line Items] | ||
Investment properties at cost | 100,351 | 101,696 |
Building and building improvements | ||
Real Estate [Line Items] | ||
Investment properties at cost | $ 367,056 | $ 374,499 |
Real Estate - Additional Inform
Real Estate - Additional Information (Details) $ in Thousands | May 30, 2019USD ($)ft² | Feb. 07, 2019USD ($)a | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Apr. 30, 2019ft² | Dec. 31, 2018a |
Business Acquisition [Line Items] | ||||||||
Depreciation expense | $ 2,880 | $ 3,330 | $ 6,067 | $ 6,500 | ||||
Impairment of assets held for sale | $ 1,147 | $ 0 | $ 1,147 | $ 0 | ||||
Harbor Point Land Parcel | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Business Acquisition [Line Items] | ||||||||
Area of land | a | 1.28 | 1.28 | ||||||
Write-off of demolished property | $ 0 | |||||||
JANAF Outparcel demolished | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Business Acquisition [Line Items] | ||||||||
Area of real estate property leased | ft² | 10,000 | |||||||
Write-off of demolished property | $ 331 | |||||||
JANAF Outparcel new grocer tenant | ||||||||
Business Acquisition [Line Items] | ||||||||
Area of real estate property leased | ft² | 20,000 | |||||||
JANAF Outparcel Mariner | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Business Acquisition [Line Items] | ||||||||
Area of real estate property leased | ft² | 25,000 |
Real Estate - Dispositions (Det
Real Estate - Dispositions (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | Mar. 15, 2019USD ($) | Feb. 07, 2019USD ($)a | Jan. 11, 2019USD ($) | Jun. 19, 2018USD ($) | Jan. 12, 2018USD ($) | Dec. 31, 2018a |
Graystone Crossing | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contract Price | $ 6,000 | |||||
Gain | 1,452 | |||||
Net Proceeds | $ 1,744 | |||||
Harbor Point Land Parcel | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Area of land | a | 1.28 | 1.28 | ||||
Contract Price | $ 550 | |||||
Gain | 0 | |||||
Net Proceeds | $ 19 | |||||
Jenks Plaza | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contract Price | $ 2,200 | |||||
Gain | 387 | |||||
Net Proceeds | $ 1,840 | |||||
Laskin Road Land Parcel | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Area of land | a | 1.5 | |||||
Contract Price | $ 2,858 | |||||
Gain | 903 | |||||
Net Proceeds | $ 2,747 | |||||
Chipotle Ground Lease at Conyers Crossing | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contract Price | $ 1,270 | |||||
Gain | 1,055 | |||||
Net Proceeds | $ 1,160 |
Real Estate - Assets Held for S
Real Estate - Assets Held for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Assets held for sale | $ 6,799 | $ 6,118 |
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | ||
Loans payable | 6,850 | 4,520 |
Held-for-sale, Not Discontinued Operations | ||
Assets | ||
Investment properties, net | 6,634 | 4,912 |
Rents and other tenant receivables, net | 111 | 72 |
Above market leases, net | 0 | 420 |
Deferred costs and other assets, net | 54 | 228 |
Assets held for sale | 6,799 | 5,632 |
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | ||
Loans payable | 6,497 | 3,818 |
Below market leases, net | 1 | 0 |
Accounts payable | 352 | 240 |
Total liabilities associated with assets held for sale | 6,850 | 4,058 |
Held-for-sale, Discontinued Operations | ||
Assets | ||
Investment properties, net | 0 | 486 |
Assets held for sale | 0 | 486 |
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | ||
Loans payable | 0 | 460 |
Accounts payable | 0 | 2 |
Total liabilities associated with assets held for sale | $ 0 | $ 462 |
Notes Receivable (Details)
Notes Receivable (Details) $ in Thousands | Sep. 29, 2016USD ($)a | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Aug. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Related Party Transaction [Line Items] | |||||||
Impairment charge recognized on notes receivable | $ 5,000 | $ 0 | $ 5,000 | $ 0 | |||
Affiliated Entity | Construction Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable from related parties | $ 20,000 | ||||||
Partial Funding of Sea Turtle Development Note | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable from related parties | $ 11,000 | ||||||
Interest not recognized on non-accrual note receivable | 359 | 359 | 714 | 714 | |||
Partial Funding of Sea Turtle Development Note | Affiliated Entity | Construction Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable from related parties | $ 11,000 | 0 | 0 | ||||
Area of land for sale | a | 10.39 | ||||||
Note receivable, effective interest rate | 12.00% | ||||||
Note receivable, only interest payment rate | 8.00% | ||||||
Note receivable, interest due at maturity rate | 4.00% | ||||||
Impairment charge recognized on notes receivable | 5,000 | 5,000 | |||||
Total impairments recognized on note receivable | 12,000 | 12,000 | |||||
Interest not recognized on non-accrual note receivable | $ 359 | $ 359 | $ 714 | $ 714 | |||
Partial Funding of Sea Turtle Development Note | Affiliated Entity | Construction Loan | Sea Turtle | |||||||
Related Party Transaction [Line Items] | |||||||
Notes receivable, over budget amount over construction loan | $ 8,000 | ||||||
Consideration for Sale of Land Note | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable from related parties | $ 1,000 | ||||||
Consideration for Sale of Land Note | Affiliated Entity | Construction Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable from related parties | $ 1,000 | ||||||
Note receivable, effective interest rate | 12.00% | ||||||
Note receivable, only interest payment rate | 8.00% | ||||||
Note receivable, interest due at maturity rate | 4.00% |
Deferred Costs - Deferred Costs
Deferred Costs - Deferred Costs and Other Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Deferred costs and other assets, net | $ 25,681 | $ 30,073 |
Tenant Relationships | 2,809 | 3,764 |
Lease origination costs, net | 1,240 | 1,261 |
Other | 1,071 | 716 |
Leases in place, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Deferred costs and other assets, net | 18,158 | 21,785 |
Ground lease sandwich interest, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Deferred costs and other assets, net | 2,352 | 2,488 |
Legal and marketing costs, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Deferred costs and other assets, net | $ 51 | $ 59 |
Deferred Costs - Additional Inf
Deferred Costs - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||
Amortization of intangible assets | $ 2,410 | $ 4,090 | $ 5,040 | $ 8,400 | |
Finite-lived intangible assets, accumulated amortization | $ 53,590 | $ 53,590 | $ 50,550 |
Deferred Costs - Future Amortiz
Deferred Costs - Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
For the remaining six months ending December 31, 2019 | $ 3,725 |
December 31, 2020 | 5,873 |
December 31, 2021 | 3,745 |
December 31, 2022 | 2,940 |
December 31, 2023 | 2,313 |
December 31, 2024 | 1,683 |
Thereafter | 4,331 |
Total | 24,610 |
Leases in place, net | |
Finite-Lived Intangible Assets [Line Items] | |
For the remaining six months ending December 31, 2019 | 2,839 |
December 31, 2020 | 4,533 |
December 31, 2021 | 2,833 |
December 31, 2022 | 2,166 |
December 31, 2023 | 1,684 |
December 31, 2024 | 1,171 |
Thereafter | 2,932 |
Total | 18,158 |
Tenant Relationships, net | |
Finite-Lived Intangible Assets [Line Items] | |
For the remaining six months ending December 31, 2019 | 629 |
December 31, 2020 | 861 |
December 31, 2021 | 449 |
December 31, 2022 | 355 |
December 31, 2023 | 228 |
December 31, 2024 | 129 |
Thereafter | 158 |
Total | 2,809 |
Ground lease sandwich interest, net | |
Finite-Lived Intangible Assets [Line Items] | |
For the remaining six months ending December 31, 2019 | 137 |
December 31, 2020 | 274 |
December 31, 2021 | 274 |
December 31, 2022 | 274 |
December 31, 2023 | 274 |
December 31, 2024 | 274 |
Thereafter | 845 |
Total | 2,352 |
Lease Origination Costs, net | |
Finite-Lived Intangible Assets [Line Items] | |
For the remaining six months ending December 31, 2019 | 114 |
December 31, 2020 | 194 |
December 31, 2021 | 180 |
December 31, 2022 | 139 |
December 31, 2023 | 121 |
December 31, 2024 | 106 |
Thereafter | 386 |
Total | 1,240 |
Legal and marketing costs, net | |
Finite-Lived Intangible Assets [Line Items] | |
For the remaining six months ending December 31, 2019 | 6 |
December 31, 2020 | 11 |
December 31, 2021 | 9 |
December 31, 2022 | 6 |
December 31, 2023 | 6 |
December 31, 2024 | 3 |
Thereafter | 10 |
Total | $ 51 |
Loans Payable - Summary of Loan
Loans Payable - Summary of Loans Payable (Details) - USD ($) | Jun. 28, 2019 | Mar. 29, 2019 | Feb. 07, 2019 | Jan. 29, 2019 | Jan. 11, 2019 | Jun. 30, 2019 | Jan. 15, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate. stated percentage | 5.00% | |||||||
Loans payable, net | $ 346,558,000 | $ 360,190,000 | ||||||
Total Principal Balance | 357,522,000 | 369,612,000 | ||||||
Unamortized debt issuance cost | (4,467,000) | (5,144,000) | ||||||
Total Loans Payable, including Assets Held for Sale | 353,055,000 | 364,468,000 | ||||||
Less loans payable on assets held for sale, net loan amortization costs | 6,497,000 | 4,278,000 | ||||||
Harbor Point | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 11,024 | |||||||
Debt instrument, interest rate. stated percentage | 5.85% | |||||||
Perimeter Square | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 6.50% | 6.50% | ||||||
Loans payable, net | $ 6,250,000 | $ 6,250,000 | 6,250,000 | |||||
Perimeter Square Construction Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 6.50% | |||||||
Loans payable, net | $ 247,000 | $ 247,000 | 247,000 | |||||
Revere Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 406,000 | $ 30,000 | $ 323,000 | 300,000 | ||||
Senior convertible notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 234,199 | |||||||
Debt instrument, interest rate. stated percentage | 9.00% | |||||||
Loans payable, net | $ 0 | 1,369,000 | ||||||
DF I-Moyock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | 10,665 | |||||||
Loans payable, net | 11,000 | 73,000 | ||||||
Rivergate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | 150,001 | |||||||
Loans payable, net | $ 21,831,000 | 22,117,000 | ||||||
Rivergate | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.95% | |||||||
Folly Road | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 32,827 | |||||||
Debt instrument, interest rate. stated percentage | 4.00% | |||||||
Loans payable, net | $ 5,998,000 | 6,073,000 | ||||||
Columbia Fire Station | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 25,452 | |||||||
Debt instrument, interest rate. stated percentage | 4.00% | |||||||
Loans payable, net | $ 4,120,000 | 4,189,000 | ||||||
Shoppes at TJ Maxx | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 33,880 | |||||||
Debt instrument, interest rate. stated percentage | 3.88% | |||||||
Loans payable, net | $ 5,443,000 | 5,539,000 | ||||||
First National Bank Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | 24,656 | |||||||
Loans payable, net | 1,325,000 | 2,938,000 | ||||||
Lumber River | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | 10,723 | |||||||
Loans payable, net | $ 1,427,000 | 1,448,000 | ||||||
Lumber River | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.50% | |||||||
JANAF Bravo | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 36,935 | |||||||
Debt instrument, interest rate. stated percentage | 4.65% | |||||||
Loans payable, net | $ 6,442,000 | 6,500,000 | ||||||
Walnut Hill Plaza | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 26,850 | |||||||
Debt instrument, interest rate. stated percentage | 5.50% | |||||||
Loans payable, net | $ 3,814,000 | 3,868,000 | ||||||
Twin City Commons | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 17,827 | |||||||
Debt instrument, interest rate. stated percentage | 4.86% | |||||||
Loans payable, net | $ 3,016,000 | 3,048,000 | ||||||
New Market | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 48,747 | |||||||
Debt instrument, interest rate. stated percentage | 5.65% | |||||||
Loans payable, net | $ 6,811,000 | 6,907,000 | ||||||
Shoppes at Eagle Harbor | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 53,185 | |||||||
Debt instrument, interest rate. stated percentage | 5.71% | |||||||
Loans payable, net | $ 7,466,000 | 7,567,000 | ||||||
New Market | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 33,340 | |||||||
Debt instrument, interest rate. stated percentage | 5.71% | |||||||
Loans payable, net | $ 5,678,000 | 5,713,000 | ||||||
JANAF | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 333,159 | |||||||
Debt instrument, interest rate. stated percentage | 4.49% | |||||||
Loans payable, net | $ 51,432,000 | 52,253,000 | ||||||
Tampa Festival | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 50,797 | |||||||
Debt instrument, interest rate. stated percentage | 5.56% | |||||||
Loans payable, net | $ 8,153,000 | 8,227,000 | ||||||
JANAF | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 50,973 | |||||||
Debt instrument, interest rate. stated percentage | 5.40% | |||||||
Loans payable, net | $ 8,455,000 | 8,529,000 | ||||||
Riversedge North | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 11,436 | |||||||
Debt instrument, interest rate. stated percentage | 5.77% | |||||||
Loans payable, net | $ 1,783,000 | 1,800,000 | ||||||
Forrest Gallery | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 68,320 | |||||||
Debt instrument, interest rate. stated percentage | 5.25% | |||||||
Loans payable, net | $ 11,771,000 | 11,867,000 | ||||||
Cypress Shopping Center | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 34,360 | |||||||
Debt instrument, interest rate. stated percentage | 4.70% | |||||||
Loans payable, net | $ 6,324,000 | 6,379,000 | ||||||
Port Crossing | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 34,788 | |||||||
Debt instrument, interest rate. stated percentage | 4.84% | |||||||
Loans payable, net | $ 6,092,000 | 6,150,000 | ||||||
Freeway Junction | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 41,798 | |||||||
Debt instrument, interest rate. stated percentage | 4.60% | |||||||
Loans payable, net | $ 7,794,000 | 7,863,000 | ||||||
Harrodsburg Marketplace | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 19,112 | |||||||
Debt instrument, interest rate. stated percentage | 4.55% | |||||||
Loans payable, net | $ 3,452,000 | 3,486,000 | ||||||
Graystone Crossing | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 20,386 | |||||||
Debt instrument, interest rate. stated percentage | 4.55% | |||||||
Loans payable, net | $ 0 | 3,863,000 | ||||||
Bryan Station | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 23,489 | |||||||
Debt instrument, interest rate. stated percentage | 4.52% | |||||||
Loans payable, net | $ 4,433,000 | 4,472,000 | ||||||
Crockett Square | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.47% | |||||||
Loans payable, net | $ 6,338,000 | 6,338,000 | ||||||
Pierpont Centre | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.15% | |||||||
Loans payable, net | $ 8,113,000 | 8,113,000 | ||||||
Alex City Marketplace | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 3.95% | |||||||
Loans payable, net | $ 5,750,000 | 5,750,000 | ||||||
Butler Square | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 3.90% | |||||||
Loans payable, net | $ 5,640,000 | 5,640,000 | ||||||
Brook Run Shopping Center | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.08% | |||||||
Loans payable, net | $ 10,950,000 | 10,950,000 | ||||||
Beaver Ruin Village I and II | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.73% | |||||||
Loans payable, net | $ 9,400,000 | 9,400,000 | ||||||
Sunshine Shopping Plaza | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.57% | |||||||
Loans payable, net | $ 5,900,000 | 5,900,000 | ||||||
Barnett Portfolio | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.30% | |||||||
Loans payable, net | $ 8,770,000 | 8,770,000 | ||||||
Fort Howard Shopping Center | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.57% | |||||||
Loans payable, net | $ 7,100,000 | 7,100,000 | ||||||
Conyers Crossing | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.67% | |||||||
Loans payable, net | $ 5,960,000 | 5,960,000 | ||||||
Grove Park Shopping Center | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.52% | |||||||
Loans payable, net | $ 3,800,000 | 3,800,000 | ||||||
Parkway Plaza | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.57% | |||||||
Loans payable, net | $ 3,500,000 | 3,500,000 | ||||||
Winslow Plaza | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.82% | |||||||
Loans payable, net | $ 4,620,000 | 4,620,000 | ||||||
JANAF BJ's | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 29,964 | |||||||
Debt instrument, interest rate. stated percentage | 4.95% | |||||||
Loans payable, net | $ 5,011,000 | 5,065,000 | ||||||
Chesapeake Square | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 23,857 | |||||||
Debt instrument, interest rate. stated percentage | 4.70% | |||||||
Loans payable, net | $ 4,395,000 | 4,434,000 | ||||||
Berkley/Sangaree/Tri-County | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.78% | |||||||
Loans payable, net | $ 9,400,000 | 9,400,000 | ||||||
Riverbridge | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.48% | |||||||
Loans payable, net | $ 4,000,000 | 4,000,000 | ||||||
Franklin | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, payment terms | Interest only | |||||||
Debt instrument, interest rate. stated percentage | 4.93% | |||||||
Loans payable, net | $ 8,516,000 | 8,516,000 | ||||||
Village of Martinsville | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 89,664 | $ 89,664 | ||||||
Debt instrument, interest rate. stated percentage | 4.28% | 4.28% | ||||||
Loans payable, net | $ 16,500,000 | $ 16,500,000 | 0 | |||||
Harbor Point | ||||||||
Debt Instrument [Line Items] | ||||||||
Loans payable, net | 0 | 460,000 | ||||||
Revere Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 20,000 | $ 109,658 | ||||||
Debt instrument, interest rate. stated percentage | 10.00% | |||||||
Loans payable, net | $ 0 | 1,059,000 | ||||||
Line of Credit | First National Bank Line of Credit | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||||
Line of Credit | KeyBank Line of Credit Maturing December 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, periodic payment | $ 250,000 | |||||||
Loans payable, net | $ 34,291,000 | $ 52,102,000 | ||||||
Line of Credit | KeyBank Line of Credit Maturing December 2019 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.50% |
Loans Payable - Additional Info
Loans Payable - Additional Information (Details) | Aug. 31, 2019USD ($) | Aug. 01, 2019USD ($) | Jul. 01, 2019USD ($) | Jun. 28, 2019USD ($) | May 01, 2019USD ($) | Apr. 25, 2019USD ($) | Mar. 29, 2019USD ($) | Mar. 19, 2019USD ($) | Feb. 07, 2019USD ($)a | Jan. 29, 2019USD ($) | Jan. 11, 2019USD ($) | Dec. 31, 2018USD ($)property | Dec. 21, 2017 | Jun. 30, 2019USD ($)propertyparcel | Sep. 30, 2019USD ($) | Jul. 31, 2019USD ($) | Apr. 30, 2019USD ($) | Jan. 15, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||
Loans payable, net | $ 360,190,000 | $ 346,558,000 | ||||||||||||||||
Debt instrument, interest rate. stated percentage | 5.00% | |||||||||||||||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $ 78,190,000 | |||||||||||||||||
Number of undeveloped parcels | parcel | 6 | |||||||||||||||||
Perimeter Square Loan and Perimeter Square Construction Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loans payable, net | $ 6,500,000 | |||||||||||||||||
First National Bank Line of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, periodic payment | 24,656 | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,510,000 | |||||||||||||||||
Loans payable, net | 2,938,000 | 1,325,000 | ||||||||||||||||
Deutsche Bank | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, periodic payment | 33,340 | |||||||||||||||||
Loans payable, net | 5,713,000 | $ 5,678,000 | ||||||||||||||||
Debt instrument, interest rate. stated percentage | 5.71% | |||||||||||||||||
Revere Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, periodic payment | $ 406,000 | $ 30,000 | $ 323,000 | $ 300,000 | ||||||||||||||
New Market | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, periodic payment | 48,747 | |||||||||||||||||
Loans payable, net | 6,907,000 | $ 6,811,000 | ||||||||||||||||
Debt instrument, interest rate. stated percentage | 5.65% | |||||||||||||||||
Lumber River | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, periodic payment | $ 10,723 | |||||||||||||||||
Loans payable, net | 1,448,000 | $ 1,427,000 | ||||||||||||||||
Lumber River | LIBOR | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 3.50% | |||||||||||||||||
Benefit Street | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, periodic payment | $ 53,185 | |||||||||||||||||
Loans payable, net | 7,567,000 | $ 7,466,000 | ||||||||||||||||
Debt instrument, interest rate. stated percentage | 5.71% | |||||||||||||||||
Perimeter Square | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loans payable, net | 6,250,000 | $ 6,250,000 | $ 6,250,000 | |||||||||||||||
Debt instrument, interest rate. stated percentage | 6.50% | 6.50% | ||||||||||||||||
Perimeter Square | Promissory Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loans payable, net | $ 6,500,000 | |||||||||||||||||
Perimeter Square Construction Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loans payable, net | 247,000 | $ 247,000 | $ 247,000 | |||||||||||||||
Debt instrument, interest rate. stated percentage | 6.50% | |||||||||||||||||
Village of Martinsville | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, periodic payment | $ 89,664 | $ 89,664 | ||||||||||||||||
Loans payable, net | $ 16,500,000 | 0 | $ 16,500,000 | |||||||||||||||
Debt instrument, interest rate. stated percentage | 4.28% | 4.28% | ||||||||||||||||
Revere Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, periodic payment | $ 20,000 | $ 109,658 | ||||||||||||||||
Loans payable, net | $ 1,059,000 | $ 0 | ||||||||||||||||
Debt instrument, interest rate. stated percentage | 10.00% | |||||||||||||||||
Line of Credit | First National Bank Line of Credit | LIBOR | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||||||||||||||
Line of Credit | KeyBank | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, extension period | 1 year | |||||||||||||||||
Debt instrument, periodic payment | $ 250,000 | $ 1,000,000 | $ 850,000 | |||||||||||||||
Long-term Line of Credit | $ 34,290,000 | $ 7,500,000 | $ 27,000,000 | |||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,000,000 | |||||||||||||||||
Number of collateral properties | property | 9 | 9 | ||||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 4.90% | |||||||||||||||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $ 34,290,000 | |||||||||||||||||
Line of Credit | KeyBank | Amended and Restated Credit Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, extension period | 1 year | 1 year | ||||||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||||||||||||||
Line of Credit | KeyBank | LIBOR | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 35000.00% | |||||||||||||||||
Line of Credit | KeyBank | Ladson Crossing, Lake Greenwood and South Park | Amended and Restated Credit Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of overadvance | $ 3,830,000 | |||||||||||||||||
Line of Credit | KeyBank | Village of Martinsville | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loans payable, net | $ 15,460,000 | |||||||||||||||||
Harbor Point | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Area of real estate property leased | a | 1.28 | |||||||||||||||||
Subsequent Event | Line of Credit | KeyBank | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Reduction in line of credit to refinance property | $ 7,550,000 | $ 7,550,000 |
Loans Payable - Summary of Comp
Loans Payable - Summary of Company's Scheduled Principal Repayments on Indebtedness (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
For the remaining six months ended December 31, 2019 | $ 64,997 |
December 31, 2021 | 22,508 |
December 31, 2022 | 10,944 |
December 31, 2023 | 8,482 |
December 31, 2024 | 85,326 |
Long-term Debt, Maturities, Repayments of Principal in Year Six | 43,980 |
Thereafter | 121,285 |
Total principal repayments and debt maturities | $ 357,522 |
Rentals under Operating Lease_2
Rentals under Operating Leases (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
For the remaining six months ended December 31, 2019 | $ 23,528 |
December 31, 2020 | 41,370 |
December 31, 2021 | 33,161 |
December 31, 2022 | 26,405 |
December 31, 2023 | 20,594 |
December 31, 2024 | 14,441 |
Thereafter | 38,407 |
Total minimum rents | $ 197,906 |
Equity and Mezzanine Equity - A
Equity and Mezzanine Equity - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018shares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018shares | Dec. 31, 2018USD ($)directorquarter$ / sharesshares | Apr. 29, 2019shares | Jun. 28, 2018$ / shares | Jun. 15, 2016shares | Jun. 04, 2015shares | Apr. 29, 2014$ / sharesshares | |
Equity [Line Items] | ||||||||||
Convertible Preferred Stock, Terms of Conversion | P20D | |||||||||
Preferred Stock, Redemption Price Per Share | $ / shares | $ 25 | $ 25 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 248,325 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 0 | 0 | 0 | 0 | ||||||
Series D Preferred | ||||||||||
Equity [Line Items] | ||||||||||
Preferred stock, shares outstanding (in shares) | 3,600,636 | 3,600,636 | 3,600,636 | |||||||
Series A Preferred | ||||||||||
Equity [Line Items] | ||||||||||
Preferred stock, shares outstanding (in shares) | 562 | 562 | 562 | |||||||
Preferred stock, shares authorized (in shares) | 4,500 | 4,500 | 4,500 | |||||||
Preferred stock, liquidation price per share (in dollars per share) | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | |||||||
Preferred Stock, Liquidation Preference, Value | $ | $ 562,000 | $ 562,000 | $ 562,000 | |||||||
Preferred stock shares issued (in shares) | 562 | 562 | 562 | |||||||
Series B Convertible Preferred Stock | ||||||||||
Equity [Line Items] | ||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, liquidation price per share (in dollars per share) | $ / shares | $ 25 | $ 25 | ||||||||
Preferred Stock, Liquidation Preference, Value | $ | $ 46,900,000 | $ 46,900,000 | ||||||||
Preferred Stock, Dividend Rate, Percentage | 9.00% | |||||||||
Preferred stock shares issued (in shares) | 1,875,748 | 1,875,748 | ||||||||
Preferred Stock Adjusted Conversion Price Per Share | $ / shares | $ 58 | $ 58 | ||||||||
Preferred Stock, Redemption Price Per Share | $ / shares | $ 40 | $ 40 | ||||||||
Series D Preferred Stock | ||||||||||
Equity [Line Items] | ||||||||||
Preferred stock, shares outstanding (in shares) | 3,600,636 | 3,600,636 | ||||||||
Preferred stock, shares authorized (in shares) | 4,000,000 | 4,000,000 | ||||||||
Preferred stock, liquidation price per share (in dollars per share) | $ / shares | $ 25 | $ 25 | $ 25 | $ 25 | ||||||
Preferred Stock, Liquidation Preference, Value | $ | $ 96,820,000 | $ 96,820,000 | $ 91,980,000 | |||||||
Preferred Stock, Dividend Rate, Percentage | 10.75% | 8.75% | ||||||||
Preferred stock shares issued (in shares) | 3,600,636 | 3,600,636 | ||||||||
Preferred Stock, Initial Liquidation Preference Per Share | $ / shares | $ 2.1875 | $ 2.1875 | ||||||||
Preferred Stock, Dividend Over Initial Rate, Percentage | 2.00% | 2.00% | ||||||||
Convertible Preferred Stock Conversion Price | $ / shares | $ 16.96 | |||||||||
Number of business days to increase dividend rate after failure to pay any dividend | 3 | |||||||||
Preferred Stock, Liquidation Preference Per Share Per Annum | $ / shares | $ 0.50 | |||||||||
Preferred Stock, Minimum Consecutive Quarterly Periods for Dividends in Arrears | quarter | 6 | |||||||||
Number of Additional Directors | director | 2 | |||||||||
Preferred Stock, Percentage of Holders of Shares Outstanding | 20.00% | |||||||||
Redeemable Preferred Stock | ||||||||||
Equity [Line Items] | ||||||||||
Preferred stock, shares outstanding (in shares) | 562 | 562 | ||||||||
Common Stock | ||||||||||
Equity [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,986,600 | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.125 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 44 | |||||||||
Common Stock | 2015 Share Incentive Plan | ||||||||||
Equity [Line Items] | ||||||||||
Maximum number of shares authorized under Share Incentive Plan (in shares) | 125,000 | |||||||||
Shares available for issuance under Share Incentive Plan (in shares) | 41,104 | 41,104 | ||||||||
Common Stock | 2016 Share Incentive Plan | ||||||||||
Equity [Line Items] | ||||||||||
Maximum number of shares authorized under Share Incentive Plan (in shares) | 625,000 | |||||||||
Shares available for issuance under Share Incentive Plan (in shares) | 132,707 | 132,707 | ||||||||
Maximum | Series D Preferred Stock | ||||||||||
Equity [Line Items] | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 14.00% | |||||||||
Equity Distribution Agreement | Series A Preferred | Preferred Stock | ||||||||||
Equity [Line Items] | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.00% | |||||||||
Conversion Price Percentage | 103.00% |
Equity and Mezzanine Equity - C
Equity and Mezzanine Equity - Changes in Carrying Value of Series D Preferred (Details) - Series D Preferred - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | |
Temporary Equity [Line Items] | ||||
Series D Preferred, Beginning Balance | $ 79,522 | $ 76,955 | $ 74,542 | $ 53,236 |
Accretion of Preferred Stock discount | 149 | 148 | 148 | 148 |
Undeclared dividends | 2,419 | 2,419 | ||
Issuance of Preferred Stock for acquisition of JANAF | 21,158 | |||
Series D Preferred, Ending Balance | $ 82,090 | $ 79,522 | $ 74,690 | $ 74,542 |
Equity and Mezzanine Equity -_2
Equity and Mezzanine Equity - Antidilutive Securities Excluded From Calculation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Series B Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Preferred stock, shares outstanding (in shares) | 1,875,748 | 1,875,748 |
Potential Dilutive Shares (in shares) | 1,172,343 | |
Series D Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Preferred stock, shares outstanding (in shares) | 3,600,636 | |
Potential Dilutive Shares (in shares) | 5,307,541 | |
Common units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding units (in shares) | 235,032 | |
Potential Dilutive Shares (in shares) | 235,032 |
Equity and Mezzanine Equity - S
Equity and Mezzanine Equity - Summary of Preferred Stock Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Series A Preferred | |||||||
Dividends Payable [Line Items] | |||||||
Declared | $ 0 | $ 0 | $ 0 | $ 13 | $ 13 | $ 0 | $ 26 |
Arrears | $ 13 | $ 13 | $ 13 | $ 0 | $ 0 | 26 | 0 |
Per Share | $ 22.50 | $ 22.50 | $ 22.50 | $ 22.50 | $ 22.50 | ||
Series B Preferred | |||||||
Dividends Payable [Line Items] | |||||||
Declared | $ 0 | $ 0 | $ 0 | $ 1,055 | $ 1,055 | 0 | 2,110 |
Arrears | $ 1,055 | $ 1,055 | $ 1,055 | $ 0 | $ 0 | 2,110 | 0 |
Per Share | $ 0.56 | $ 0.56 | $ 0.56 | $ 0.56 | $ 0.56 | ||
Series D Preferred | |||||||
Dividends Payable [Line Items] | |||||||
Declared | $ 0 | $ 0 | $ 0 | $ 1,969 | $ 1,969 | 0 | 3,938 |
Arrears | $ 1,969 | $ 2,419 | $ 2,419 | $ 0 | $ 0 | $ 4,838 | $ 0 |
Per Share | $ 0.55 | $ 0.67 | $ 0.67 | $ 0.55 | $ 0.55 |
Equity and Mezzanine Equity -_3
Equity and Mezzanine Equity - Summary of Compensation Costs (Details) - 2016 Share Incentive Plan - Common Stock - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||
Shares Issued | 181,807,000 | 127,313,000 |
Market Value | $ 166 | $ 728 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Details) | Jun. 30, 2019 |
Lessee, Lease, Description [Line Items] | |
Weighted-average remaining lease term | 35 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 5 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 50 years |
Lease Commitments - Payments fo
Lease Commitments - Payments for Ground Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Lessor, Lease, Description [Line Items] | ||||
Total ground leases | $ 247 | $ 205 | $ 494 | $ 404 |
Amscot | ||||
Lessor, Lease, Description [Line Items] | ||||
Total ground leases | 6 | 4 | $ 12 | 9 |
Expiration Year | 2045 | |||
Beaver Ruin Village | ||||
Lessor, Lease, Description [Line Items] | ||||
Total ground leases | 13 | 12 | $ 27 | 23 |
Expiration Year | 2054 | |||
Beaver Ruin Village II | ||||
Lessor, Lease, Description [Line Items] | ||||
Total ground leases | 5 | 5 | $ 11 | 10 |
Expiration Year | 2056 | |||
Leased office space Charleston, SC | ||||
Lessor, Lease, Description [Line Items] | ||||
Total ground leases | 25 | 25 | $ 50 | 50 |
Expiration Year | 2019 | |||
Moncks Corner | ||||
Lessor, Lease, Description [Line Items] | ||||
Total ground leases | 31 | 31 | $ 61 | 61 |
Expiration Year | 2040 | |||
Devine Street | ||||
Lessor, Lease, Description [Line Items] | ||||
Total ground leases | 99 | 62 | $ 198 | 125 |
Expiration Year | 2051 | |||
JANAF | ||||
Lessor, Lease, Description [Line Items] | ||||
Total ground leases | 68 | 66 | $ 135 | 126 |
Expiration Year | 2069 | |||
Ground leases variable percentage rent | $ 31 | $ 29 | $ 61 | $ 53 |
Lease Commitments - Supplementa
Lease Commitments - Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 170 | $ 339 |
Leased assets obtained in exchange for new operating lease liabilities | $ 0 | $ 11,904 |
Lease Commitments - Undiscounte
Lease Commitments - Undiscounted Cash Flows of Scheduled Obligations Under Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
For the remaining six months ended December 31, 2019 | $ 305 | |
December 31, 2020 | 583 | |
December 31, 2021 | 637 | |
December 31, 2022 | 640 | |
December 31, 2023 | 642 | |
December 31, 2024 | 644 | |
Thereafter | 23,109 | |
Total minimum lease payments | 26,560 | |
Discount | (14,623) | |
Operating lease liabilities | 11,937 | $ 0 |
Operating lease options to extend | $ 7,540 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jun. 28, 2018 | Sep. 01, 2011 | |
Loss Contingencies [Line Items] | ||||||||
Debt instrument, interest rate. stated percentage | 5.00% | 5.00% | ||||||
Series D Preferred Stock | ||||||||
Loss Contingencies [Line Items] | ||||||||
Preferred stock, liquidation price per share (in dollars per share) | $ 25 | $ 25 | $ 25 | $ 25 | ||||
Northeast | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage accounted by properties of its annualized base rent | 4.00% | 4.00% | ||||||
Mid Atlantic | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage accounted by properties of its annualized base rent | 36.00% | 36.00% | ||||||
Southeast | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage accounted by properties of its annualized base rent | 59.00% | 59.00% | ||||||
Southwest | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage accounted by properties of its annualized base rent | 1.00% | 1.00% | ||||||
Grove Economic Development Authority Tax Increment Revenue Note | Harbor Pointe Associates, LLC | Notes Payable, Other Payables | Guarantor Subsidiaries | Grove Economic Development Authority | ||||||||
Loss Contingencies [Line Items] | ||||||||
Debt issued | $ 2,415,000 | |||||||
Number of semi-annual payment installments | 50 | |||||||
Guarantor obligations, maximum exposure amount | $ 2,260,000 | |||||||
Guarantor Obligations, Amount Funded | $ 44,000 | $ 5,000 | $ 44,000 | $ 5,000 | ||||
Amounts accrued for guarantor obligations | $ 0 | $ 0 | ||||||
Minimum | Grove Economic Development Authority Tax Increment Revenue Note | Harbor Pointe Associates, LLC | Notes Payable, Other Payables | Guarantor Subsidiaries | Grove Economic Development Authority | ||||||||
Loss Contingencies [Line Items] | ||||||||
Debt instrument, interest rate. stated percentage | 2.29% | |||||||
Maximum | Grove Economic Development Authority Tax Increment Revenue Note | Harbor Pointe Associates, LLC | Notes Payable, Other Payables | Guarantor Subsidiaries | Grove Economic Development Authority | ||||||||
Loss Contingencies [Line Items] | ||||||||
Debt instrument, interest rate. stated percentage | 14.00% | |||||||
Guarantee of Indebtedness of Others | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, amount of damages sought | $ 150,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Notes receivable, net | $ 0 | $ 5,000 | |
Wheeler Interests and Affiliates | |||
Related Party Transaction [Line Items] | |||
Amounts paid to affiliates | 0 | $ 15 | |
Amounts received from affiliates | 12 | $ 92 | |
Pineland Shopping Center | |||
Related Party Transaction [Line Items] | |||
Notes receivable, net | $ 0 | $ 5,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 28, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Sep. 29, 2016 | |
Related Party Transaction [Line Items] | |||||||
Impairment of notes receivable | $ 5,000,000 | $ 0 | $ 5,000,000 | $ 0 | |||
Partial Funding of Sea Turtle Development Note | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable from related parties | $ 11,000,000 | ||||||
Interest not recognized on non-accrual note receivable | 359,000 | 359,000 | 714,000 | 714,000 | |||
Impaired Financing Receivable, Related Allowance, Recoveries | 0 | 77,000 | |||||
Impaired Financing Receivable, Related Allowance | 2,200,000 | 2,200,000 | |||||
Provision for Loan and Lease Losses | 0 | 0 | $ 0 | ||||
Consideration for Sale of Land Note | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable from related parties | 1,000,000 | ||||||
Pineland Shopping Center | |||||||
Related Party Transaction [Line Items] | |||||||
Development Fee, Percent Fee | 5.00% | ||||||
Construction Loan | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable from related parties | $ 20,000,000 | ||||||
Construction Loan | Affiliated Entity | Partial Funding of Sea Turtle Development Note | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable from related parties | 0 | 0 | 11,000,000 | ||||
Total impairments recognized on note receivable | 12,000,000 | 12,000,000 | |||||
Impairment of notes receivable | 5,000,000 | 5,000,000 | |||||
Interest not recognized on non-accrual note receivable | $ 359,000 | $ 359,000 | $ 714,000 | $ 714,000 | |||
Construction Loan | Affiliated Entity | Consideration for Sale of Land Note | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable from related parties | $ 1,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Aug. 01, 2019 | Jul. 12, 2019 | Jul. 01, 2019 | May 01, 2019 | Apr. 25, 2019 | Mar. 19, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||||||
Loans payable, net | $ 346,558 | $ 360,190 | ||||||
Debt instrument, interest rate. stated percentage | 5.00% | |||||||
Perimeter Square | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Contract Price | $ 7,200 | |||||||
Debt instrument, periodic payment | $ 6,500 | |||||||
KeyBank | Line of Credit | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument, periodic payment | $ 250 | $ 1,000 | $ 850 | |||||
KeyBank | Line of Credit | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Reduction in line of credit to refinance property | $ 7,550 | $ 7,550 | ||||||
Laburnum Square | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Loans payable, net | $ 7,670 | |||||||
Debt instrument, interest rate. stated percentage | 4.28% |