Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Mar. 12, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Inland Real Estate Income Trust, Inc. | ' |
Entity Central Index Key | '0001528985 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'No | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Public Float | ' | $0 |
Entity Common Stock, Shares Outstanding | ' | 9,925,392.17 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Investment properties: | ' | ' |
Land | $12,422,471 | $10,202,471 |
Building and other improvements | 45,904,767 | 19,011,528 |
Total | 58,327,238 | 29,213,999 |
Less accumulated depreciation | -808,145 | -31,790 |
Net investment properties | 57,519,093 | 29,182,209 |
Cash and cash equivalents | 26,634,384 | 2,237,050 |
Investment in unconsolidated entity | 107,126 | 0 |
Accounts and rent receivable | 141,705 | 45,855 |
Acquired lease intangibles, net | 5,854,829 | 3,333,131 |
Deferred loan fees, net | 351,095 | 421,379 |
Other assets | 630,291 | 39,451 |
Total assets | 91,238,523 | 35,259,075 |
Liabilities: | ' | ' |
Mortgages and notes payable | 32,530,344 | 32,677,167 |
Accounts payable and accrued expenses | 811,431 | 541,275 |
Distributions payable | 304,863 | 13,793 |
Acquired below market lease intangibles, net | 759,964 | 393,196 |
Deferred investment property acquisition obligations | 723,237 | 0 |
Due to related parties | 3,155,648 | 2,443,900 |
Other liabilities | 200,098 | 170,130 |
Total liabilities | 38,485,585 | 36,239,461 |
Preferred stock | 0 | 0 |
Common stock | 6,746 | 276 |
Additional paid in capital | 57,735,337 | 192,905 |
Accumulated distributions and net loss | -4,989,145 | -1,173,567 |
Total stockholders equity (deficit) | 52,752,938 | -980,386 |
Total liabilities and stockholders equity | $91,238,523 | $35,259,075 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 1,460,000,000 | 1,460,000,000 |
Common stock, shares issued | 6,745,615.34 | 276,238.89 |
Preferred stock, par value | $0.00 | $0.00 |
Common stock, shares outstanding | 6,745,615.34 | 276,238.89 |
Additional paid in capital, net of offering costs | $8,994,299 | $2,329,969 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income: | ' | ' | ' |
Rental income | $0 | $2,481,725 | $101,986 |
Tenant recovery income | 0 | 343,267 | 0 |
Total income | 0 | 2,824,992 | 101,986 |
Expenses: | ' | ' | ' |
Property operating expenses | 0 | 177,994 | 4,534 |
Real estate tax expense | 0 | 276,875 | 0 |
General and administrative expenses to non-related parties | 19,001 | 1,086,515 | 517,853 |
General and administrative expenses to related parties | 891 | 1,180,614 | 579,638 |
Business management fee | 0 | 226,280 | 0 |
Depreciation and amortization | 0 | 1,004,052 | 41,746 |
Total expenses | 19,892 | 3,952,330 | 1,143,771 |
Operating loss | -19,892 | -1,127,338 | -1,041,785 |
Interest expense | 0 | -1,408,000 | -98,097 |
Interest income | 0 | 1,411 | 0 |
Equity in earnings of unconsolidated entity | 0 | 7,126 | 0 |
Net loss | ($19,892) | ($2,526,801) | ($1,139,882) |
Net loss per common share, basic and diluted | ($0.99) | ($1.18) | ($18.04) |
Weighted average number of common shares outstanding, basic and diluted | 20,000 | 2,147,947 | 63,198 |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (USD $) | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Balance (in shares) at Aug. 23, 2011 | 0 | ' | ' | ' |
Balance at Aug. 23, 2011 | $0 | $0 | $0 | $0 |
Distributions declared | 0 | 0 | 0 | 0 |
Proceeds from offering | 20 | 199,980 | 0 | 200,000 |
Proceeds from offering (in shares) | 20,000 | ' | ' | ' |
Offering costs | 0 | 0 | 0 | 0 |
Proceeds from distribution reinvestment plan | 0 | 0 | 0 | 0 |
Proceeds from distribution reinvestment plan (in shares) | 0 | ' | ' | ' |
Discount on shares to related parties | 0 | 0 | 0 | 0 |
Net loss | 0 | 0 | -19,892 | -19,892 |
Balance at Dec. 31, 2011 | 20 | 199,980 | -19,892 | 180,108 |
Balance (in shares) at Dec. 31, 2011 | 20,000 | ' | ' | ' |
Balance at Dec. 31, 2011 | 20 | 199,980 | -19,892 | 180,108 |
Distributions declared | 0 | 0 | -13,793 | -13,793 |
Proceeds from offering | 256 | 2,322,894 | 0 | 2,323,150 |
Proceeds from offering (in shares) | 256,239 | ' | ' | ' |
Offering costs | 0 | -2,329,969 | 0 | -2,329,969 |
Proceeds from distribution reinvestment plan | 0 | 0 | 0 | 0 |
Proceeds from distribution reinvestment plan (in shares) | 0 | ' | ' | ' |
Discount on shares to related parties | 0 | 0 | 0 | 0 |
Net loss | 0 | 0 | -1,139,882 | -1,139,882 |
Balance at Dec. 31, 2012 | 276 | 192,905 | -1,173,567 | -980,386 |
Balance (in shares) at Dec. 31, 2012 | 276,239 | ' | ' | ' |
Balance at Dec. 31, 2012 | 276 | 192,905 | -1,173,567 | -980,386 |
Distributions declared | 0 | 0 | -1,288,777 | -1,288,777 |
Proceeds from offering | 6,419 | 63,356,258 | 0 | 63,362,677 |
Proceeds from offering (in shares) | 6,418,741 | ' | ' | ' |
Offering costs | 0 | -6,664,330 | 0 | -6,664,330 |
Proceeds from distribution reinvestment plan | 51 | 480,978 | 0 | 481,029 |
Proceeds from distribution reinvestment plan (in shares) | 50,635 | ' | ' | ' |
Discount on shares to related parties | 0 | 369,526 | 0 | 369,526 |
Net loss | 0 | 0 | -2,526,801 | -2,526,801 |
Balance at Dec. 31, 2013 | $6,746 | $57,735,337 | ($4,989,145) | $52,752,938 |
Balance (in shares) at Dec. 31, 2013 | 6,745,615 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($19,892) | ($2,526,801) | ($1,139,882) |
Depreciation and amortization | 0 | 1,004,052 | 41,746 |
Amortization of loan fees | 0 | 211,589 | 4,503 |
Amortization of acquired below market leases | 0 | -24,446 | -275 |
Straight-line rental income | 0 | -14,614 | -854 |
Discount on shares issued to related parties | 0 | 369,526 | 0 |
Equity in earnings of unconsolidated entity | 0 | -7,126 | 0 |
Changes in assets and liabilities: | ' | ' | ' |
Accounts payable and accrued expenses | 0 | -10,651 | 484,041 |
Accounts and rents receivable | 0 | -81,236 | 0 |
Due to related parties | 0 | 748,065 | 0 |
Prepaid rent and other liabilities | 0 | -50,624 | 0 |
Other assets | 0 | -578,837 | 86,679 |
Net cash flows used in operating activities | -19,892 | -961,103 | -524,042 |
Cash flows from investing activities: | ' | ' | ' |
Purchase of investment properties | 0 | -29,982,371 | -32,163,615 |
Capital expenditures | 0 | -316,002 | 0 |
Investment in unconsolidated entity | 0 | -100,000 | 0 |
Restricted escrow | 0 | -12,896 | 0 |
Other assets | -1,000 | 36,682 | 0 |
Net cash flows used in investing activities | -1,000 | -30,374,587 | -32,163,615 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from offering | 200,000 | 63,362,677 | 2,323,150 |
Proceeds from the distribution reinvestment plan | 0 | 481,029 | 0 |
Payment of offering costs | -695,020 | -6,825,740 | -763,816 |
Distributions paid | 0 | -997,707 | 0 |
Due to related parties | 550,000 | 892 | 1,080,000 |
Proceeds from mortgages and notes payable | 0 | 15,259,894 | 32,677,167 |
Payment of mortgage and notes payable | 0 | -15,406,716 | 0 |
Payment of loan fees | 0 | -141,305 | -425,882 |
Net cash flows provided by financing activities | 54,980 | 55,733,024 | 34,890,619 |
Net increase in cash and cash equivalents | 34,088 | 24,397,334 | 2,202,962 |
Cash and cash equivalents at beginning of the period | 0 | 2,237,050 | 34,088 |
Cash and cash equivalents at end of the period | 34,088 | 26,634,384 | 2,237,050 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Land | 0 | 2,220,000 | 10,202,471 |
Building and improvements | 0 | 26,577,237 | 19,011,528 |
Acquired in place lease intangibles | 0 | 2,438,257 | 3,343,087 |
Acquired above market lease intangibles | 0 | 311,139 | 0 |
Acquired below market lease intangibles | 0 | -391,214 | -393,471 |
Deferred investment property acquisition obligations | 0 | -723,237 | 0 |
Assumed liabilities | 0 | -449,811 | 0 |
Purchase of investment properties | 0 | 29,982,371 | 32,163,615 |
Supplemental schedule of non-cash investing and financing activities: | ' | ' | ' |
Cash paid for interest | 0 | 1,235,597 | 46,516 |
Distributions payable | 0 | 304,863 | 13,793 |
Accrued offering costs payable | $74,395 | $300,807 | $408,916 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization | ' |
(1) Organization | |
Inland Real Estate Income Trust, Inc. (the “Company”) was formed on August 24, 2011 to acquire and manage a diversified portfolio of commercial real estate investments located in the United States. Effective January 25, 2012, the Company changed its name from “Inland Core Assets Real Estate Trust, Inc.” to “Inland Monthly Income Trust Inc.,” and effective March 23, 2012, the Company changed its name from “Inland Monthly Income Trust, Inc.” to “Inland Real Estate Income Trust, Inc.” The Company entered into a Business Management Agreement (the “Agreement”) with IREIT Business Manager & Advisor, Inc. (the “Business Manager”), an Affiliate of the Inland Real Estate Investment Corporation, to be the Business Manager to the Company. The Company is authorized to sell up to 150,000,000 shares of common stock at $10 each in an initial public “best efforts” offering (the “Offering”) which commenced on October 18, 2012 and to issue 30,000,000 shares at $9.50 each issuable pursuant to the Company’s distribution reinvestment plan (“DRP”). | |
The Company has qualified and has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended, for federal income tax purposes commencing with the tax year ending December 31, 2013. As a result, the Company generally will not be subject to federal income tax on taxable income that is distributed to stockholders. A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distributes at least 90% of its taxable income (subject to certain adjustments) to its stockholders. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income. | |
The Company will provide the following programs to facilitate investment in the Company’s shares and to provide limited liquidity for stockholders. | |
The Company will allow stockholders to purchase additional shares from the Company by automatically reinvesting distributions through the DRP, subject to certain share ownership restrictions. Such purchases under the DRP will not be subject to selling commissions or the marketing contribution and due diligence expense allowance, and are made at a price of $9.50 per share. | |
The Company is authorized to purchase shares from stockholders who purchased their shares from us or received their shares through a non-cash transfer and who have held their shares for at least one year under the share repurchase program (“SRP”), if requested, if the Company chooses to repurchase them. Subject to funds being available, the Company will limit the number of shares repurchased during any consecutive twelve-month period to 5% of the number of shares outstanding at the beginning of that twelve-month period. Funding for the SRP will come from proceeds the Company receives from the DRP. In the case of repurchases made upon the death of a stockholder or qualifying disability, as defined in the SRP, the Company is authorized to use any funds to complete the repurchase, and neither the one year holding period, the limit regarding funds available from the DRP nor the 5% limit will apply. The SRP will immediately terminate if the Company’s shares become listed for trading on a national securities exchange. In addition, the Company’s boards of directors, in its sole direction, may at any time amend, suspend or terminate the SRP. As of December 31, 2013, no shares have been repurchased under the SRP. | |
At December 31, 2013, we owned 14 retail properties collectively totaling 457,353 square feet. The properties are located in five states. As of December 31, 2013, the portfolio had a weighted average physical and economic occupancy of 99.1%. | |
The fiscal year-end of the Company is December 31. | |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Summary Of Significant Accounting Policies | ' | |||||||||||
(2) Summary of Significant Accounting Policies | ||||||||||||
General | ||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | ||||||||||||
Certain amounts in the prior period consolidated financial statements have been reclassified to conform with the current year presentation. | ||||||||||||
Information with respect to square footage and occupancy is unaudited. | ||||||||||||
Consolidation | ||||||||||||
The accompanying consolidated financial statements include the accounts of the Company, as well as all wholly owned subsidiaries. Wholly owned subsidiaries generally consist of limited liability companies (LLCs). All intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||
Each property is owned by a separate legal entity which maintains its own books and financial records and each entity’s assets are not available to satisfy the liabilities of other affiliated entities, except as otherwise disclosed in note 7. | ||||||||||||
Partially-Owned Entities | ||||||||||||
The Company will consolidate the operations of a joint venture if the Company determines that they are either the primary beneficiary of a variable interest entity (VIE) or have substantial influence and control of the entity. The primary beneficiary is the party that has the ability to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses and right to receive the returns from the VIE that would be significant to the VIE. There are significant judgments and estimates involved in determining the primary beneficiary of a variable interest entity or the determination of who has control and influence of the entity. When the Company consolidates an entity, the assets, liabilities and results of operations will be included in our consolidated financial statements. | ||||||||||||
In instances where the Company determines that we are not the primary beneficiary of a variable interest entity or the Company does not control the joint venture but can exercise influence over the entity with respect to its operations and major decisions, the Company will use the equity method of accounting. Under the equity method, the operations of a joint venture will not be consolidated with the Company’s operations but instead our share of operations will be reflected as equity in earnings (loss) on unconsolidated joint ventures on our consolidated statements of operations and other comprehensive income. Additionally, the Company’s net investment in the joint venture will be reflected as investment in and advances to joint venture as an asset on the consolidated balance sheets. | ||||||||||||
Offering and Organization Costs | ||||||||||||
Costs associated with the Offering are deferred and charged against the gross proceeds of the Offering upon the sale of shares. Formation and organizational costs were expensed as incurred. | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
The Company considers all demand deposits, money market accounts and all short term investments with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions. The account balance may periodically exceed the Federal Depository Insurance Corporation (“FDIC”) insurance coverage and, as a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the risk will not be significant, as the Company does not anticipate the financial institutions’ non-performance. | ||||||||||||
Acquisitions | ||||||||||||
Upon acquisition, the Company determines the total purchase price of each property (note 3), which includes the estimated contingent consideration to be paid or received in future periods, if any. The Company allocates the total purchase price of properties based on the fair value of the tangible and intangible assets acquired and liabilities assumed based on Level 3 inputs, such as comparable sales values, discount rates, capitalization rates, revenue and expense growth rates and lease-up assumptions, from a third party appraisal or other market sources. | ||||||||||||
One of the Company’s properties included earnout components to the purchase price, meaning the Company did not pay a portion of the purchase price of the property at closing, although the Company owns the entire property. The Company is not obligated to settle the contingent portion of the purchase prices unless space which was vacant at the time of acquisition is later leased by the seller within the time limits and parameters set forth in the related acquisition agreements. The earnout payments are based on a predetermined formula applied to rental income received. The earnout agreement has a limited obligation period of two years from the date of acquisition. If at the end of the time period certain space has not been leased, occupied and rent producing, the Company will have no further obligation to pay additional purchase price consideration and will retain ownership of that entire property. Based on its best estimate, the Company has recorded a liability for the potential future earnout payment using estimated fair value at the date of acquisition using Level 3 inputs including market rent of $18.00 and probability of occupancy equal to 100% based on leasing activity. The Company has recorded this earnout amount as additional purchase price of the related property and as a liability included in deferred investment property acquisition obligations on the accompanying consolidated balance sheets. The liability increases as the anticipated payment date draws near based on a present value; such increases in the liability are recorded as amortization expense on the accompanying consolidated statements of operations. The Company records changes in the underlying liability assumptions to acquisition related costs contained in general and administrative expenses on the accompanying consolidated statements of operations. | ||||||||||||
The portion of the purchase price allocated to acquired above market lease value and acquired below market lease value are amortized on a straight-line basis over the term of the related lease as an adjustment to rental income. For below-market lease values, the amortization period includes any renewal periods with fixed rate renewals. Amortization pertaining to the below market lease value of $24,446 and $275 was recorded as an increase to rental income for the years ended December 31, 2013, and 2012, respectively. | ||||||||||||
The portion of the purchase price allocated to acquired in-place lease value is amortized on a straight-line basis over the acquired leases’ weighted average remaining term. The Company incurred amortization expense pertaining to acquired in-place lease intangibles of $227,698 and $9,956 for the years ended December 31, 2013 and 2012, respectively. | ||||||||||||
The portion of the purchase price allocated to customer relationship value is amortized on a straight-line basis over the weighted-average remaining lease term. As of December 31, 2013, no amount has been allocated to customer relationship value. | ||||||||||||
The following table summarizes the Company’s identified intangible assets and liabilities as of December 31, 2013 and 2012. | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Intangible assets: | ||||||||||||
Acquired in-place lease value | $ | 5,781,344 | $ | 3,343,087 | ||||||||
Acquired above market lease value | 311,139 | -- | ||||||||||
Accumulated amortization | -237,654 | -9,956 | ||||||||||
Acquired lease intangibles, net | $ | 5,854,829 | $ | 3,333,131 | ||||||||
Intangible liabilities: | ||||||||||||
Acquired below market lease value | $ | 784,685 | $ | 393,471 | ||||||||
Accumulated amortization | -24,721 | -275 | ||||||||||
Acquired below market lease intangibles, net | $ | 759,964 | $ | 393,196 | ||||||||
As of December 31, 2013, the weighted average amortization periods for acquired in-place lease, above market lease intangibles and below market lease intangibles are 12, 9 and 13 years, respectively. | ||||||||||||
Estimated amortization of the respective intangible lease assets and liabilities as of December 31, 2013 for each of the five succeeding years is as follows: | ||||||||||||
In-Place | Above Market Leases | Below Market | ||||||||||
Leases | Leases | |||||||||||
2014 | $ | 533,289 | $ | 37,307 | $ | -86,980 | ||||||
2015 | 533,289 | 33,530 | -80,628 | |||||||||
2016 | 533,289 | 33,530 | -62,804 | |||||||||
2017 | 533,289 | 33,530 | -62,804 | |||||||||
2018 | 533,289 | 33,530 | -58,639 | |||||||||
Thereafter | 2,877,245 | 139,712 | -408,109 | |||||||||
Total | $ | 5,543,690 | $ | 311,139 | $ | -759,964 | ||||||
Impairment of Investment Properties | ||||||||||||
The Company assesses the carrying values of its respective long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Recoverability of the assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. In order to review its assets for recoverability, the Company considers current market conditions, as well as its intent with respect to holding or disposing of the asset. If the Company’s analysis indicates that the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, the Company recognizes an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third party appraisals, where considered necessary (Level 3 inputs). | ||||||||||||
The Company estimates the future undiscounted cash flows based on management’s intent as follows: (i) for real estate properties that the Company intends to hold long-term, including land held for development, properties currently under development and operating buildings, recoverability is assessed based on the estimated future net rental income from operating the property and termination value; and (ii) for real estate properties that the Company intends to sell, including land parcels, properties currently under development and operating buildings, recoverability is assessed based on estimated proceeds from disposition that are estimated based on future net rental income of the property and expected market capitalization rates. | ||||||||||||
The use of projected future cash flows is based on assumptions that are consistent with our estimates of future expectations and the strategic plan the Company uses to manage its underlying business. However assumptions and estimates about future cash flows, including comparable sales values, discount rates, capitalization rates, revenue and expense growth rates and lease-up assumptions which impact the discounted cash flow approach to determining value are complex and subjective. Changes in economic and operating conditions and the Company’s ultimate investment intent that occur subsequent to the impairment analysis could impact these assumptions and result in future impairment charges of the real estate properties. | ||||||||||||
During the years ended December 31, 2013 and 2012 and the period from August 24, 2011 (inception) through December 31, 2011, the Company incurred no impairment charges. | ||||||||||||
Capitalization and Depreciation | ||||||||||||
Real estate acquisitions are recorded at cost less accumulated depreciation. Improvement and betterment costs are capitalized, and ordinary repairs and maintenance are expensed as incurred. | ||||||||||||
Transactional costs in connection with the acquisition of real estate properties and businesses are expensed as incurred. | ||||||||||||
Depreciation expense is computed using the straight-line method. Building and improvements are depreciated based upon estimated useful lives of 30 years and 5-15 years for furniture, fixtures and equipment and site improvements. | ||||||||||||
Tenant improvements are amortized on a straight-line basis over the shorter of the life of the asset or the term of the related lease as a component of depreciation and amortization expense. Leasing fees are amortized on a straight-line basis over the term of the related lease as a component of depreciation and amortization expense. Loan fees are amortized on a straight-line basis, which approximates the effective interest method, over the term of the related loans as a component of interest expense. | ||||||||||||
Cost capitalization and the estimate of useful lives require judgment and include significant estimates that can and do change. | ||||||||||||
Depreciation expense was $776,354, $31,790, and $0 for the years ended December 31, 2013 and 2012 and the period from August 24, 2011 (inception) through December 31, 2011, respectively. | ||||||||||||
Deferred Loan Fees | ||||||||||||
Direct financing costs are deferred and amortized on a straight-line basis, which approximates the effective interest method, over the term, or anticipated repayment date, of the related agreements as a component of interest expense. | ||||||||||||
Fair Value Measurements | ||||||||||||
The Company has estimated fair value using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition. | ||||||||||||
The Company defines fair value based on the price that it believes would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below: | ||||||||||||
Level 1 − | Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. | |||||||||||
Level 2 − | Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. | |||||||||||
Level 3 − | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | |||||||||||
Revenue Recognition | ||||||||||||
The Company commences revenue recognition on its leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. The determination of who is the owner, for accounting purposes, of the tenant improvements determines the nature of the leased asset and when revenue recognition under a lease begins. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If the Company concludes it is not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded by the Company under the lease are treated as lease incentives which reduces revenue recognized over the term of the lease. In these circumstances, the Company begins revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. The Company considers a number of different factors to evaluate whether it or the lessee is the owner of the tenant improvements for accounting purposes. The determination of who owns the tenant improvements, for accounting purposes, is subject to significant judgment. | ||||||||||||
Rental income is recognized on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of other assets in the accompanying consolidated balance sheets. Due to the impact of the straight-line basis, rental income generally will be greater than the cash collected in the early years and decrease in the later years of a lease. The Company periodically reviews the collectability of outstanding receivables. Allowances are taken for those balances that the Company deems to be uncollectible, including any amounts relating to straight-line rent receivables. | ||||||||||||
Reimbursements from tenants for recoverable real estate tax and operating expenses are accrued as revenue in the period the applicable expenses are incurred. The Company makes certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursement. | ||||||||||||
The Company records lease termination income if there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and amounts due are considered collectible. Upon early lease termination, the Company provides for gains or losses related to unrecovered intangibles and other assets. | ||||||||||||
As a lessor, the Company defers the recognition of contingent rental income, such as percentage rent, until the specified target that triggered the contingent rental income is achieved. | ||||||||||||
REIT Status | ||||||||||||
The Company has qualified and has elected to be taxed as a REIT beginning with the tax year ended December 31, 2013. In order to qualify as a REIT, the Company is required to distribute at least 90% of its annual taxable income, subject to certain adjustments, to its stockholders. The Company must also meet certain asset and income tests, as well as other requirements. The Company will monitor the business and transactions that may potentially impact our REIT status. If it fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, it will be subject to federal (including any applicable alternative minimum tax) and state income tax on its taxable income at regular corporate rates. | ||||||||||||
Income Taxes | ||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts and their respective tax bases. A valuation allowance was established for uncertainties relating to realization of deferred tax assets. | ||||||||||||
Acquisitions
Acquisitions | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Notes to Financial Statements | ' | |||||||||||||||
Acquisitions | ' | |||||||||||||||
(3) Acquisitions | ||||||||||||||||
2013 Acquisitions | ||||||||||||||||
Date | Property Name | Location | Property | Square | Purchase Price | |||||||||||
Acquired | Type | Footage | ||||||||||||||
12/23/13 | Wedgewood Commons (1) | Olive Branch, MS | Multi-tenant Retail | 159,258 | $ | 30,519,789 | ||||||||||
159,258 | $ | 30,519,789 | ||||||||||||||
-1 | There is an earnout component associated with this acquisition that is not included in the purchase price (note 11) | |||||||||||||||
During the year ended December 31, 2013, the Company acquired through its wholly owned subsidiaries, the property listed above for an aggregate purchase price of $30,519,789. The Company financed a portion of this acquisition by borrowing $15,259,894. | ||||||||||||||||
The Company incurred $666,042, $732,739 and $0 for the years ended December 31, 2013 and 2012 and the period from August 24, 2011 (inception) through December 31, 2011, respectively, of acquisition, dead deal and transaction related costs that were recorded in general and administrative expenses to non-related parties and general and administrative expenses to related parties in the consolidated statements of operations and relate to both closed and potential transactions. These costs include third party due diligence costs such as appraisals, environmental studies, and legal fees as well as acquisition fees and time and travel expense reimbursements to the Sponsor and its affiliates. | ||||||||||||||||
For property acquired during the year ended December 31, 2013, the Company recorded revenue of $62,368 and property net income of $49,133, not including expensed acquisition related costs. | ||||||||||||||||
The following table presents certain additional information regarding the Company’s acquisitions during the year ended December 31, 2013. The amounts recognized for major assets acquired and liabilities assumed as of the acquisition date: | ||||||||||||||||
Property Name | Land | Buildings and | Acquired | Acquired | Deferred | |||||||||||
Improvements | Lease | Below | Investment | |||||||||||||
Intangibles | Market | Property | ||||||||||||||
Lease | Acquisition | |||||||||||||||
Intangibles | Obligations | |||||||||||||||
(note 11) | ||||||||||||||||
Wedgewood Commons | $ | 2,220,000 | $ | 26,577,237 | $ | 2,749,396 | $ | -391,214 | $ | (723,237) | ||||||
Total | $ | 2,220,000 | $ | 26,577,237 | $ | 2,749,396 | $ | -391,214 | $ | (723,237) | ||||||
The following condensed pro forma consolidated financial statements for the years ended December 31, 2013 and 2012 include pro forma adjustments related to the acquisition and financing during 2013 considered material to the consolidated financial statements which were made for the acquisition of Wedgewood Commons which is presented assuming the acquisition occurred on January 1, 2012. | ||||||||||||||||
The following condensed pro forma financial information is not necessarily indicative of what the actual results of operations of the Company would have been assuming the 2013 acquisition had been consummated as of January 1, 2012, nor does it purport to represent the results of operations for future periods. | ||||||||||||||||
For the year ended December 31, 2013 | ||||||||||||||||
Historical | Pro Forma | As Adjusted | ||||||||||||||
Adjustments | (unaudited) | |||||||||||||||
(unaudited) | ||||||||||||||||
Total income | $ | 2,824,992 | $ | 2,921,682 | $ | 5,746,674 | ||||||||||
Net loss | $ | -2,526,801 | $ | 724,559 | $ | -1,802,242 | ||||||||||
Net loss per common share, basic and diluted | $ | -1.18 | $ | -0.27 | ||||||||||||
Weighted average number of common | 2,147,947 | 6,745,615 | ||||||||||||||
shares outstanding, basic and diluted | ||||||||||||||||
For the year ended December 31, 2012 | ||||||||||||||||
Historical | Pro Forma | As Adjusted | ||||||||||||||
Adjustments | (unaudited) | |||||||||||||||
(unaudited) | ||||||||||||||||
Total income | $ | 101,986 | $ | 982,051 | $ | 1,084,037 | ||||||||||
Net loss | $ | -1,139,882 | $ | -923,515 | $ | -2,063,397 | ||||||||||
Net loss per common share, basic and diluted | $ | -18.04 | $ | -0.31 | ||||||||||||
Weighted average number of common | 63,198 | 6,745,615 | ||||||||||||||
shares outstanding, basic and diluted | ||||||||||||||||
2012 Acquisitions | ||||||||||||||||
The following table presents certain additional information regarding the Company’s acquisitions during the year ended December 31, 2012. The amounts recognized for major assets acquired and liabilities assumed as of the acquisition date: | ||||||||||||||||
Property Name | Date Acquired | Land | Buildings and | Acquired | Acquired | |||||||||||
Improvements | Lease | Below | ||||||||||||||
Intangibles | Market | |||||||||||||||
Lease | ||||||||||||||||
Intangibles | ||||||||||||||||
Dollar General Portfolio – Phase I – five properties | 11/6/12 | $ | 1,217,000 | $ | 4,654,000 | $ | 809,920 | $ | -- | |||||||
12/27/12 | 7,833,471 | 8,328,529 | 1,431,471 | -393,471 | ||||||||||||
Newington Fair Shopping Center | ||||||||||||||||
12/28/12 | 1,152,000 | 6,028,999 | 1,101,696 | -- | ||||||||||||
Dollar General Portfolio Phase II – seven properties | ||||||||||||||||
Total | $ | 10,202,471 | $ | 19,011,528 | $ | 3,343,087 | $ | -393,471 | ||||||||
During the year ended December 31, 2012, the Company acquired through its wholly owned subsidiaries, the properties listed above for an aggregate purchase price of $32,164,000. The Company financed these acquisitions by borrowing all of the funds required except for $10. | ||||||||||||||||
For properties acquired during the year ended December 31, 2012, the Company recorded revenue of $101,986 and property net loss of $44,427 not including expensed acquisition related costs for the period from the date of acquisition through December 31, 2012. | ||||||||||||||||
The condensed pro forma consolidated financial statements for the year ended December 31, 2012 include pro forma adjustments related to the acquisitions and financings during 2012 considered material to the consolidated financial statements which were made for the acquisition of Newington Fair Shopping Center, the acquisition of the portfolio of five Dollar General retail stores and the acquisition of the portfolio of seven Dollar General retail stores which are presented assuming the acquisitions occurred on January 1, 2012. Since each of the twelve Dollar General retail stores were newly constructed in 2012, property operations only include a portion of 2012 which began on the respective lease commencement date. | ||||||||||||||||
The following condensed pro forma financial information is not necessarily indicative of what the actual results of operations of the Company would have been assuming the 2012 acquisitions had been consummated as of January 1, 2011, respectively, nor does it purport to represent the results of operations for future periods. | ||||||||||||||||
For the year ended December 31, 2012 | ||||||||||||||||
Historical | Pro Forma | As Adjusted | ||||||||||||||
Adjustments | (unaudited) | |||||||||||||||
(unaudited) | ||||||||||||||||
Total income | $ | 101,986 | $ | 1,796,359 | $ | 1,898,345 | ||||||||||
Net loss | $ | -1,139,882 | $ | -444,100 | $ | -1,583,982 | ||||||||||
Net loss per common share, basic and diluted | $ | -18.04 | $ | -0.54 | ||||||||||||
Weighted average number of common | 63,198 | 276,239 | ||||||||||||||
shares outstanding, basic and diluted | ||||||||||||||||
InvestmentInUnconsolidatedEnti
InvestmentInUnconsolidatedEntity | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
InvestmentInUnconsolidatedEntity | ' |
(4) Investment in Unconsolidated Entity | |
The Company is a member of a limited liability company formed as an insurance association captive (the “Insurance Captive”), which is wholly-owned by the Company and three related parties, Inland Real Estate Corporation, Inland American Real Estate Trust, Inc., and Inland Diversified Real Estate Trust, Inc., and a third party, Retail Properties of America, Inc., and serviced by an affiliate of the Business Manager, Inland Risk and Insurance Management Services, Inc. This entity is considered a variable interest entity as defined in U.S. GAAP and the Company is not considered to be the primary beneficiary. Therefore, this investment is accounted for utilizing the equity method of accounting. The Company's risk of loss is limited to its investment and the Company is not required to fund additional capital to the entity. | |
The Company entered into an agreement and paid $100,000 in exchange for a twenty percent membership interest in the Insurance Captive. The Company’s share of net income from its investment is based on the ratio of each member’s premium contribution to the venture. The Company was allocated income of $7,126 for the year ended December 31, 2013. No income was allocated for the year ended December 31, 2012. |
Operating_Leases
Operating Leases | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Notes to Financial Statements | ' | |||||
Operating Leases | ' | |||||
(5) Operating Leases | ||||||
Minimum lease payments to be received under operating leases including ground leases, as of December 31, 2013 for the years indicated, assuming no expiring leases are renewed, are as follows: | ||||||
Minimum Lease | ||||||
Payments | ||||||
2014 | $ | 4,546,253 | ||||
2015 | 4,522,459 | |||||
2016 | 4,425,215 | |||||
2017 | 4,300,872 | |||||
2018 | 4,206,921 | |||||
Thereafter | 24,957,979 | |||||
Total | $ | 46,959,699 | ||||
The remaining lease terms range from less than 1 year to 15 years. Most of the revenue from the Company’s properties consists of rents received under long-term operating leases. Some leases require the tenant to pay fixed base rent paid monthly in advance, and to reimburse the Company for the tenant’s pro rata share of certain operating expenses including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees, and certain building repairs paid by the Company and recoverable under the terms of the lease. Under these leases, the Company pays all expenses and is reimbursed by the tenant for the tenant’s pro rata share of recoverable expenses paid. Certain other tenants are subject to net leases which provide that the tenant is responsible for fixed base rent as well as all costs and expenses associated with occupancy. Under net leases where all expenses are paid directly by the tenant rather than the landlord, such expenses are not included in the consolidated statements of operations. Under leases where all expenses are paid by the Company, subject to reimbursement by the tenant, the expenses are included within property operating expenses and reimbursements are included in tenant recovery income on the consolidated statements of operations. |
Transactions_With_Related_Part
Transactions With Related Parties | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||
Transactions With Related Parties | ' | ||||||||||||||
(6) Transactions with Related Parties | |||||||||||||||
The Company is party to an agreement with an LLC formed as an insurance association captive (the “Insurance Captive”), which is wholly-owned by the Company and three related parties, Inland Real Estate Corporation, Inland American Real Estate Trust, Inc., and Inland Diversified Real Estate Trust, Inc., and a third party, Retail Properties of America, Inc. The entity is included in the Company’s disclosure of Investment in Unconsolidated Entity note 4 and is included in investment in unconsolidated entity in the accompanying consolidated balance sheets. | |||||||||||||||
The Company is a party to a Shared Services Agreement with other affiliated entities of the Sponsor. The agreement allows the Company to utilize certain software in the management of its business. The Company paid, in 2013, $300,000 to be a party to the agreement. The unamortized amount is included in other assets in the accompanying consolidated balance sheets. | |||||||||||||||
The Company owns 1,000 shares of common stock in the Inland Real Estate Group of Companies with a recorded value of $1,000 at December 31, 2013 and 2012. This amount is included in other assets in the accompanying consolidated balance sheets. | |||||||||||||||
As of December 31, 2013, the Company was owed funds from related parties in the amount of $377 which was due from related parties for reimbursement of costs paid by the Company in connection with certain properties that the Company considered acquiring, but ultimately decided not to acquire, which were subsequently acquired by a related party. This amount is included in other assets in the accompanying consolidated balance sheets. | |||||||||||||||
For the period from August 24, 2011 (inception) through December 31, 2011 the Company paid $891 in general and administrative expenses to related parties and $50,839 in offering costs to related parties. The Company also received $550,000 in Sponsor non-interest bearing advances. | |||||||||||||||
The following table summarizes the Company’s related party transactions for years ended December 31, 2013 and 2012. Certain compensation and fees payable to the Business Manager for services to be provided to the Company are limited to maximum amounts. | |||||||||||||||
Year ended | Unpaid amounts as of | ||||||||||||||
31-Dec | |||||||||||||||
2013 | 2012 | December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||||
General and administrative: | |||||||||||||||
General and administrative reimbursements | (a) | $ | 267,510 | $ | 21,263 | $ | 76,158 | $ | 18,476 | ||||||
Acquisition related costs | (b) | 543,578 | 558,375 | 1,044,214 | 524,342 | ||||||||||
Affiliate share purchase discounts | (c) | 369,526 | -- | -- | -- | ||||||||||
Total general and administrative expenses | $ | 1,180,614 | $ | 579,638 | $ | 1,120,372 | $ | 542,818 | |||||||
Offering costs | (d) | $ | 5,784,984 | $ | 218,816 | $ | 178,996 | $ | 271,082 | ||||||
Sponsor non-interest bearing advances | (e) | -- | 1,080,000 | 1,630,000 | 1,630,000 | ||||||||||
Real estate management fees | (f) | 80,691 | 2,254 | -- | 2,254 | ||||||||||
Business management fees | (g) | 226,280 | -- | 226,280 | -- | ||||||||||
(a) | The Business Manager and its related parties are entitled to reimbursement for certain general and administrative expenses of the Business Manager and its related parties relating to the Company’s administration. Such costs are included in general and administrative expenses to related parties in the accompanying consolidated statements of operations. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets. | ||||||||||||||
(b) | The Company will pay the Business Manager or its affiliates a fee equal to 1.5% of the “contract purchase price,” as defined, of each asset acquired. The Business Manager and its related parties are also reimbursed for acquisition and transaction related costs of the Business Manager and its related parties relating to the Company’s acquisition of real estate assets, regardless of whether the Company acquires the real estate assets, subject to limits, as defined. Such costs are included in general and administrative expenses to related parties in the accompanying consolidated statements of operations. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets. | ||||||||||||||
(c) | The Company established a discount stock purchase policy for related parties and related parties of the Business Manager that enables the related parties to purchase shares of common stock at $9.00 per share. The Company sold 352,509 shares to related parties during the year ended December 31, 2013. | ||||||||||||||
(d) | A related party of the Business Manager receives selling commissions equal to 7.0% of the sale price for each share sold and a marketing contribution equal to 3.0% of the gross offering proceeds from shares sold, the majority of which is re-allowed (paid) to third party soliciting dealers. The Company also reimburses a related party of the Business Manager and the soliciting dealers for bona fide, out-of-pocket itemized and detailed due diligence expenses in amounts up to 0.5% of the gross offering proceeds. The expenses will be reimbursed from amounts paid or re-allowed to these entities as a marketing contribution. The Company will reimburse the Sponsor, its affiliates and third parties for costs and other expenses of the Offering that they pay on the Company’s behalf, in an amount not to exceed 1.5% of the gross offering proceeds from shares sold in the “best efforts” offering. The Company does not pay selling commissions or the marketing contribution or reimburse issuer costs in connection with shares of common stock issued through the distribution reinvestment plan. Offering costs are offset against the stockholders’ equity accounts. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets. | ||||||||||||||
(e) | As of December 31, 2013 and 2012, the Company incurred $9,023,148 and $2,358,818, respectively, of offering and organization costs, of which $1,630,000 was advanced by the Sponsor. Our Business Manager or its affiliates will pay or reimburse any organization or offering costs, including any issuer costs that exceed 11.5% of the gross offering proceeds from shares sold in the “best efforts” offering over the life of the Offering. | ||||||||||||||
(f) | For each property that is managed by Inland National Real Estate Services, LLC, or its affiliates, collectively the Real Estate Managers, the Company will pay a monthly real estate management fee of up to 1.9% of the gross income from any single-tenant, net-leased property, and up to 3.9% of the gross income from any other property type. Each Real Estate Manager will determine, in its sole discretion, the amount of the fee with respect to a particular property, subject to the limitations. For each property that is managed directly by one of the Real Estate Managers or its affiliates, the Company will pay the Real Estate Manager a separate leasing fee based upon prevailing market rates applicable to the geographic market of that property. Further, in the event that the Company engages its Real Estate Managers to provide construction management services for a property, the Company will pay a separate construction management fee in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project. The Company also will reimburse each Real Estate Manager and its affiliates for property-level expenses that they pay or incur on the Company’s behalf, including the salaries and benefits of persons performing services for the Real Estate Managers and their affiliates except for the salaries and benefits of persons who also serve as an executive officer of any of the Real Estate Managers. As of December 31, 2012, unpaid amounts were included in accounts payable and accrued expenses in the consolidated balance sheets. | ||||||||||||||
(g) | The Company will pay the Business Manager an annual business management fee equal to 0.65% of its “average invested assets,” as defined in the business management agreement, payable quarterly in an amount equal to 0.1625% of its average invested assets as of the last day of the immediately preceding quarter. “Average invested assets” means, for any period, the average of the aggregate book value of the Company’s assets, including all intangibles and goodwill, invested, directly or indirectly, in equity interests in, and loans secured by, properties, as well as amounts invested in securities and consolidated and unconsolidated joint ventures or other partnerships, before reserves for amortization and depreciation or bad debts, impairments or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the relevant calendar quarter. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets. | ||||||||||||||
Mortgages_And_Notes_Payable
Mortgages And Notes Payable | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Notes to Financial Statements | ' | |||||||||||
Mortgages And Notes Payable | ' | |||||||||||
(7) Mortgages and Notes Payable | ||||||||||||
As of December 31, 2013 and 2012, the Company had the following mortgages and notes payable outstanding: | ||||||||||||
Maturity Date | Property Name | Stated Interest | Principal | Principal | Notes | |||||||
Rate Per Annum | Balance at | Balance at | ||||||||||
December 31, | December 31, | |||||||||||
2013 | 2012 | |||||||||||
1-May-27 | Dollar General Portfolio Phase I - five properties | 4.31% | $ | 3,340,450 | (a),(b) | |||||||
$3,340,450 | ||||||||||||
27-Dec-15 | Newington Fair Shopping Center - Senior Tranche | Floating rate of interest equal to three month LIBOR rate plus 3.25% subject to a minimum rate of 3.50% | 9,790,000 | 9,790,000 | (c),(d) | |||||||
1-Oct-27 | Dollar General Portfolio Phase II - seven properties | 4.35% | 4,140,000 | 4,140,000 | (a),(e) | |||||||
23-Dec-18 | Wedgewood Commons Shopping Center | Floating rate of interest equal to daily LIBOR rate plus 1.90% | -- | (c),(f) | ||||||||
15,259,894 | ||||||||||||
6-Aug-13 | Dollar General Portfolio Phase I - Mezzanine loan | 10.00% | -- | 3,340,460 | ||||||||
27-Dec-13 | Newington Fair Shopping Center – Junior Tranche | 8.50% | -- | 4,927,760 | ||||||||
27-Dec-13 | Newington Fair Shopping Center & Dollar General Phase II – Mezzanine loan | Floating rate of interest equal to three month LIBOR rate plus 3.75% subject to a minimum rate of 6.00% | -- | 4,658,497 | ||||||||
1-Jan-20 | Dollar General Portfolio Phase II - Mezzanine loan | 9.00% | -- | 2,480,000 | ||||||||
Total | $ | 32,530,344 | $ 32,677,167 | |||||||||
(a) | Our Sponsor, IREIC, has guaranteed payment and performance of the debt in the event the Company fails to provide access or information to the properties or fails to obtain the lender’s prior written consent to any liens on or transfers of the properties, and in the event of any losses, costs or damages incurred by the lender as a result of fraud or intentional misrepresentation of any individual borrower, gross negligence or willful misconduct, material waste of the properties and the breach of any representation or warranty concerning environmental laws, among other things. The Company did not pay any fees or other consideration to our Sponsor for this guarantee. | |||||||||||
(b) | The loan requires monthly payments of interest only until December 1, 2019 (the “anticipated repayment date”). In the event the loan is not repaid as of the anticipated repayment date, the loan will bear interest at a rate equal to 3% per annum plus the greater of: (i) 4.313%; or (ii) the seven year swap yield as of the first business day after the anticipated repayment date; provided, however, that the revised interest rate may not exceed 9.31% per annum. In addition, the Company will be required to make monthly payments of $18,000 until the maturity date. | |||||||||||
The loan may be prepaid in full, but not in part, any time after December 1, 2014, provided that if the prepayment occurs prior to September 1, 2019, the Company will be required to pay a prepayment premium equal to the greater of: (i) 1% of the outstanding principal balance of the loan; or (ii) the excess, if any, of: (a) the sum of the present values of all then-schedule payments of principal and interest under the loan documents, over (b) the principal amount being prepaid. Subject to satisfying certain conditions, as defined, the Company may prepay a portion of the loan equal to 120% of the portion of the loan allocated to a property and obtain the release of its property and the release of its related obligations under the loan documents. Assuming no payment has been made on principal in advance of the anticipated repayment date approximately $3,340,000 will be due on the anticipated repayment date. The loan is secured by cross-collateralized first mortgages on the five properties. | ||||||||||||
(c) | Loan requires monthly payments of interest only until maturity. | |||||||||||
(d) | The three month LIBOR rate at December 31, 2013 was 0.25%. | |||||||||||
(e) | The loan requires monthly payments of interest only until January 1, 2020 (the “anticipated repayment date”). In the event the loan is not repaid as of the anticipated repayment date the loan will bear interest at a rate equal to 3% per annum plus the greater of: (i) 4.347%; or (ii) the seven year swap yield as of the first business day after the anticipated repayment date provided, however, that the revised interest rate may not exceed the 9.347% per annum. In addition, the Company will be required to make monthly payments of $22,653 until the maturity date. | |||||||||||
The loan may be prepaid in full, but not in part, any time after January 1, 2015, provided that if the prepayment occurs prior to October 1, 2019, the Company will be required to pay a prepayment premium equal to the greater of: (i) 1% of the outstanding principal balance of the loan; or (ii) the excess, if any, of: (a) the sum of the present values of all then-scheduled payments of principal and interest under the loan documents, over (b) the principal amount being prepaid. Subject to satisfying certain conditions, as defined, the Company may prepay a portion of the loan equal to 120% of the portion of the loan allocated to a property and obtain the release of its property and the release of its related obligations under the loan documents. The loan is secured by cross-collateralized first mortgages on the seven properties. | ||||||||||||
(f) | The daily LIBOR rate at December 31, 2013 was 0.17%. | |||||||||||
The principal amount of our mortgage loans outstanding as of December 31, 2013 was $32,530,344 and had a weighted average stated interest rate of 3.02% per annum. All of the Company’s mortgage loans are secured by first mortgages on the real estate assets or are guaranteed by the Sponsor. No fees were paid in connection with any guarantees issued by the Sponsor. | ||||||||||||
The mortgage loans require compliance with certain covenants, such as debt service ratios, investment restrictions and distribution limitations. As of December 31, 2013, all of the mortgages were current in payments and the Company was in compliance with such covenants. | ||||||||||||
The following table shows the scheduled maturities of mortgages and notes payable as of December 31, 2013 and for the next five years and thereafter: | ||||||||||||
Mortgages | ||||||||||||
and Notes | ||||||||||||
Payable | ||||||||||||
2014 | $ | -- | ||||||||||
2015 | 9,790,000 | |||||||||||
2016 | -- | |||||||||||
2017 | -- | |||||||||||
2018 | 15,259,894 | |||||||||||
Thereafter | 7,480,450 | |||||||||||
Total | $ | 32,530,344 | ||||||||||
The Company estimates the fair value of its total debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by the Company’s lenders using Level 3 inputs. The carrying value of the Company’s mortgage debt was $32,530,344 and $32,677,167 as of December 31, 2013 and December 31, 2012, respectively, and its estimated fair value was $32,554,514 and $32,677,167 as of December 31, 2013 and December 31, 2012, respectively. | ||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
(8) Income Taxes | |
The Company has qualified and has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended, for federal income tax purposes commencing with the tax year ending December 31, 2013. As a result, the Company generally will not be subject to federal income tax on taxable income that is distributed to stockholders. A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distributes at least 90% of its taxable income (subject to certain adjustments) to its stockholders. Subsequently, if the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income. | |
The Company had no uncertain tax positions as of December 31, 2013 and December 31, 2012. The Company expects no significant increases or decreases in uncertain tax positions due to changes in tax positions within one year of December 31, 2012. The Company has no interest or penalties relating to income taxes recognized in the consolidated statements of operations for the years ended December 31, 2013 and 2012. As of December 31, 2013, returns for the calendar years 2012 and 2011 remain subject to examination by U.S. and various state and local tax jurisdictions. | |
As of December 31, 2012, the Company had a deferred tax asset of approximately $466,000, for income tax purposes, for which a valuation allowance was recorded due to current uncertainty of realization. At December 31, 2013, the Company reversed the deferred tax asset and associated valuation allowance related to its REIT activities. Generally as a REIT, the Company will not pay federal income tax at the REIT level (including its qualified REIT subsidiaries), but instead a dividends paid deduction will generally offset its taxable income. As a result, while the Company will still be permitted to use net operating losses to offset its REIT taxable income, the Company does not expect to pay income taxes on its REIT taxable income, and therefore does not expect to be able to realize such deferred tax assets and liabilities. | |
Distributions
Distributions | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes to Financial Statements | ' | ||
Distributions | ' | ||
(9) Distributions | |||
The Company currently pays distributions based on daily record dates, payable monthly in arrears. The distributions that the Company currently pays are equal to a daily amount of $0.001643836, per share based upon a 365-day period. During the years ended December 31, 2013 and 2012 and the period from August 24, 2011 (inception) through December 31, 2011, the Company declared cash distributions totaling $1,288,777, $13,793, and $0, respectively. | |||
For federal income tax purposes, distributions may consist of ordinary dividend income, non-taxable return of capital, capital gains or a combination thereof. Distributions to the extent of the Company’s current and accumulated earnings and profits for federal income tax purposes are taxable to the recipient as either ordinary dividend income or capital gain distributions. Distributions in excess of these earnings and profits (calculated for income tax purposes) constitute a non-taxable return of capital rather than ordinary dividend income or a capital gain distribution and reduce the recipient’s basis in the shares to the extent thereof. Distributions in excess of earnings and profits that reduce a recipient’s basis in the shares have the effect of deferring taxation of the amount of the distribution until the sale of the stockholder’s shares. If the recipient's basis is reduced to zero, distributions in excess of the aforementioned earnings and profits (calculated for income tax purposes) constitute taxable gain. | |||
In order to maintain the Company’s status as a REIT, the Company must distribute at least 90% of its taxable income, subject to certain adjustments, to its stockholders. For the year ended December 31, 2013, the Company’s taxable loss was $1,397,240. | |||
The Company declared monthly distributions to its common stockholders totaling $1,288,777 or $0.60 on an annual basis per share for the year ended December 31, 2013. Future distributions are determined by the Company’s board of directors. The Company expects to continue paying distributions to maintain its status as a REIT. The following table sets forth the taxability of distributions on common shares, on a per share basis, paid in 2013: | |||
2013 (a) | |||
Ordinary income (loss) | $ | 0 | |
Non-taxable return of capital | $ | 0.6 | |
(a) | The December distribution declared on November 5, 2013, with a record date of December 31, 2013 and a payment date of January 2, 2014, is reportable for tax purposes in 2014 and is not reflected in the 2013 allocation. | ||
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Earnings (Loss) Per Share | ' |
(10) Earnings (loss) per Share | |
Basic earnings (loss) per share (“EPS”) are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period (the “common shares”). Diluted EPS is computed by dividing net income (loss) by the common shares plus potential common shares issuable upon exercising options or other contracts. As of December 31, 2013 and December 31, 2012, the Company did not have any dilutive common share equivalents outstanding. |
Commitments_And_Contingencies
Commitments And Contingencies | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Notes to Financial Statements | ' | ||||||
Commitments And Contingencies | ' | ||||||
(11) Commitments and Contingencies | |||||||
The acquisition of one of the Company’s properties included an earnout component to the purchase price. The maximum potential earnout payment is $723,237 at December 31, 2013. The table below presents the change in the Company’s earnout liability for years ended December 31, 2013 and 2012. | |||||||
2013 | 2012 | ||||||
Earnout liability-beginning of period | $ | -- | $ | -- | |||
Increases: | |||||||
Acquisitions | 723,237 | -- | |||||
Amortization expense | -- | -- | |||||
Decreases: | |||||||
Earnout payments | -- | -- | |||||
Other: | |||||||
Adjustments to acquisition related costs | -- | -- | |||||
Earnout liability – end of period | $ | 723,237 | $ | -- | |||
The Company may be subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on the consolidated financial statements of the Company. | |||||||
Segment_Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Segment Reporting | ' |
(12) Segment Reporting | |
The Company has one reportable segment as defined by U.S. GAAP for the years ended December 31, 2013 and 2012. | |
Concentration of credit risk with respect to accounts receivable currently exists due to the small number of tenants currently comprising the Company's rental revenue. The concentration of revenues for these tenants increases the Company's risk associated with nonpayment by these tenants. In an effort to reduce risk, the Company performs ongoing credit evaluations of its larger tenants. | |
A majority of the Company’s revenue was derived from three tenants for the year ended December 31, 2013. Approximately 46.1%, 38.5% and 13.1% of consolidated rental revenue was generated from leases with Dolgencorp, LLC, a subsidiary of Dollar General Corporation, L.A. Fitness and Sam’s Club, respectively. | |
Subsequent_Events
Subsequent Events | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Subsequent Events [Abstract] | ' | |||||||||
Subsequent Events | ' | |||||||||
(13) Subsequent Events | ||||||||||
Our board of directors declared distributions payable to stockholders of record each day beginning on the close of business on January 1, 2014 through the close of business on March 31, 2014. Distributions were declared in a daily amount equal to $0.001643836 per share, which if paid each day for a 365-year period, would equate to $0.60 per share or a 6.0% annualized rate based on a purchase price of $10.00 per share. Distributions were and will continue to be paid monthly in arrears, as follows: | ||||||||||
• | In January 2014, total distributions declared for the month of December 2013 were paid in the amount equal to $304,863, of which $155,310 was paid in cash and $149,553 was reinvested through the Company’s DRP, resulting in the issuance of an additional 15,742.361 shares of common stock. | |||||||||
• | In February 2014, total distributions declared for the month of January 2014 were paid in the amount equal to $374,120, of which $189,133 was paid in cash and $184,987 was reinvested through the Company’s DRP, resulting in the issuance of an additional 19,472.359 shares of common stock. | |||||||||
• | In March 2014, total distributions declared for the month of February 2014 were paid in the amount equal to $398,328, of which $198,650 was paid in cash and $199,678 was reinvested through the Company’s DRP, resulting in the issuance of an additional 21,018.753 shares of common stock. | |||||||||
On February 21, 2014, the Company acquired a fee simple interest in a 69,381 square foot retail property known as Park Avenue Shopping Center located in Little Rock, Arkansas. The Company purchased this property from two unaffiliated third parties for approximately $23,370,000, plus closing costs, not including a contingent earnout component of $4,750,000. | ||||||||||
On February 27, 2014, the Company acquired a fee simple interest in a 63,829 square foot retail property known as North Hills Square Shopping Center located in Coral Springs, Florida. The Company purchased this property from an unaffiliated third party for approximately $11,050,000, plus closing costs. | ||||||||||
Due to the timing of the acquisitions of Park Avenue Shopping Center and North Hills Shopping Center, the purchase price allocation for assets acquired and liabilities assumed at acquisition date and pro forma financial information are not being presented as the information was not available at the time of this filing. | ||||||||||
The following table provides information regarding the total shares sold in our offering as of March 12, 2014: | ||||||||||
Shares | Gross Offering | Commissions | Proceeds to the | |||||||
Proceeds | and Fees | Company, | ||||||||
($) (1) | ($) (2) | Before Expenses | ||||||||
($) (3) | ||||||||||
From our Sponsor in connection | 20,000 | $ | 200,000 | $ – | $ | 200,000 | ||||
with our formation | ||||||||||
Shares sold in the offering | 9,798,524.13 | 96,773,715 | 8,512,454 | 88,261,261 | ||||||
Shares sold pursuant to our | 106,868.05 | 1,015,246 | – | 1,015,246 | ||||||
distribution reinvestment plan | ||||||||||
Shares purchased pursuant to | – | – | – | – | ||||||
our share repurchase program | ||||||||||
Total: | 9,925,392.17 | $ | 97,988,961 | $ 8,512,454 | $ | 89,476,507 | ||||
(1) | Gross proceeds received by us as of the date of this table for shares sold to investors pursuant to accepted subscription agreements. | |||||||||
-2 | Inland Securities Corporation serves as dealer manager of the Offering and is entitled to receive selling commissions and certain other fees, as discussed further in the prospectus for the “best efforts” offering dated October 18, 2012 as the same may be supplemented from time to time. | |||||||||
-3 | Organization and offering expenses, excluding commissions, will not exceed 1.5% of the gross offering proceeds. These expenses include registration and filing fees, legal and accounting fees, printing and mailing expenses, bank fees and other administrative expenses. | |||||||||
Quarterly_Supplemental_Financi
Quarterly Supplemental Financial Information | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Notes to Financial Statements | ' | |||||||||||
Quarterly Supplemental Financial Information | ' | |||||||||||
(14) Quarterly Supplemental Financial Information (unaudited) | ||||||||||||
The following represents the results of operations, for each quarterly period, during 2013 and 2012. | ||||||||||||
2013 | ||||||||||||
31-Dec | 30-Sep | 30-Jun | 31-Mar | |||||||||
Total income | $ | 731,912 | $ | 692,681 | $ | 711,252 | $ | 689,147 | ||||
Net loss | $ | -818,920 | $ | -395,666 | $ | -452,346 | $ | -859,869 | ||||
Net loss | $ | -0.17 | $ | -0.18 | $ | -0.43 | $ | -1.71 | ||||
per common share, | ||||||||||||
basic and diluted (1) | ||||||||||||
Weighted average number of | 4,766,862 | 2,221,493 | 1,051,400 | 504,243 | ||||||||
common shares outstanding, | ||||||||||||
basic and diluted (1) | ||||||||||||
2012 | ||||||||||||
31-Dec | 30-Sep | 30-Jun | 31-Mar | |||||||||
Total income | $ | 101,986 | $ | -- | $ | -- | $ | -- | ||||
Net loss | $ | -1,054,670 | $ | -30,441 | $ | -45,769 | $ | -9,002 | ||||
Net loss | $ | -5.5 | $ | -1.52 | $ | -2.29 | $ | -0.45 | ||||
per common share, | ||||||||||||
basic and diluted (1) | ||||||||||||
Weighted average number of | 191,852 | 20,000 | 20,000 | 20,000 | ||||||||
common shares outstanding, | ||||||||||||
basic and diluted (1) | ||||||||||||
(1) | Quarterly net loss per common share amounts may not total the annual amounts due to rounding and the changes in the number of weighted common shares outstanding. | |||||||||||
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Intangible assets and liabilities for the period | ' | |||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Intangible assets: | ||||||||||||
Acquired in-place lease value | $ | 5,781,344 | $ | 3,343,087 | ||||||||
Acquired above market lease value | 311,139 | -- | ||||||||||
Accumulated amortization | -237,654 | -9,956 | ||||||||||
Acquired lease intangibles, net | $ | 5,854,829 | $ | 3,333,131 | ||||||||
Intangible liabilities: | ||||||||||||
Acquired below market lease value | $ | 784,685 | $ | 393,471 | ||||||||
Accumulated amortization | -24,721 | -275 | ||||||||||
Acquired below market lease intangibles, net | $ | 759,964 | $ | 393,196 | ||||||||
Amortization of the respective intangible lease assets and liabilities | ' | |||||||||||
In-Place | Above Market Leases | Below Market | ||||||||||
Leases | Leases | |||||||||||
2014 | $ | 533,289 | $ | 37,307 | $ | -86,980 | ||||||
2015 | 533,289 | 33,530 | -80,628 | |||||||||
2016 | 533,289 | 33,530 | -62,804 | |||||||||
2017 | 533,289 | 33,530 | -62,804 | |||||||||
2018 | 533,289 | 33,530 | -58,639 | |||||||||
Thereafter | 2,877,245 | 139,712 | -408,109 | |||||||||
Total | $ | 5,543,690 | $ | 311,139 | $ | -759,964 |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Notes to Financial Statements | ' | |||||||||||||||
Current year acquisitions data | ' | |||||||||||||||
Date | Property Name | Location | Property | Square | Purchase Price | |||||||||||
Acquired | Type | Footage | ||||||||||||||
12/23/13 | Wedgewood Commons (1) | Olive Branch, MS | Multi-tenant Retail | 159,258 | $ | 30,519,789 | ||||||||||
159,258 | $ | 30,519,789 | ||||||||||||||
-1 | There is an earnout component associated with this acquisition that is not included in the purchase price (note 11) | |||||||||||||||
Additional information regarding the Company's acquisitions during the year | ' | |||||||||||||||
Property Name | Land | Buildings and | Acquired | Acquired | Deferred | |||||||||||
Improvements | Lease | Below | Investment | |||||||||||||
Intangibles | Market | Property | ||||||||||||||
Lease | Acquisition | |||||||||||||||
Intangibles | Obligations | |||||||||||||||
(note 11) | ||||||||||||||||
Wedgewood Commons | $ | 2,220,000 | $ | 26,577,237 | $ | 2,749,396 | $ | -391,214 | $ | (723,237) | ||||||
Total | $ | 2,220,000 | $ | 26,577,237 | $ | 2,749,396 | $ | -391,214 | $ | (723,237) | ||||||
Condensed pro forma financial information related to the acquisition and financing during the period indicated | ' | |||||||||||||||
For the year ended December 31, 2013 | ||||||||||||||||
Historical | Pro Forma | As Adjusted | ||||||||||||||
Adjustments | (unaudited) | |||||||||||||||
(unaudited) | ||||||||||||||||
Total income | $ | 2,824,992 | $ | 2,921,682 | $ | 5,746,674 | ||||||||||
Net loss | $ | -2,526,801 | $ | 724,559 | $ | -1,802,242 | ||||||||||
Net loss per common share, basic and diluted | $ | -1.18 | $ | -0.27 | ||||||||||||
Weighted average number of common | 2,147,947 | 6,745,615 | ||||||||||||||
shares outstanding, basic and diluted | ||||||||||||||||
For the year ended December 31, 2012 | ||||||||||||||||
Historical | Pro Forma | As Adjusted | ||||||||||||||
Adjustments | (unaudited) | |||||||||||||||
(unaudited) | ||||||||||||||||
Total income | $ | 101,986 | $ | 982,051 | $ | 1,084,037 | ||||||||||
Net loss | $ | -1,139,882 | $ | -923,515 | $ | -2,063,397 | ||||||||||
Net loss per common share, basic and diluted | $ | -18.04 | $ | -0.31 | ||||||||||||
Weighted average number of common | 63,198 | 6,745,615 | ||||||||||||||
shares outstanding, basic and diluted | ||||||||||||||||
Assets acquired and liabilities assumed as of the acquisition date | ' | |||||||||||||||
Property Name | Date Acquired | Land | Buildings and | Acquired | Acquired | |||||||||||
Improvements | Lease | Below | ||||||||||||||
Intangibles | Market | |||||||||||||||
Lease | ||||||||||||||||
Intangibles | ||||||||||||||||
Dollar General Portfolio – Phase I – five properties | 11/6/12 | $ | 1,217,000 | $ | 4,654,000 | $ | 809,920 | $ | -- | |||||||
12/27/12 | 7,833,471 | 8,328,529 | 1,431,471 | -393,471 | ||||||||||||
Newington Fair Shopping Center | ||||||||||||||||
12/28/12 | 1,152,000 | 6,028,999 | 1,101,696 | -- | ||||||||||||
Dollar General Portfolio Phase II – seven properties | ||||||||||||||||
Total | $ | 10,202,471 | $ | 19,011,528 | $ | 3,343,087 | $ | -393,471 | ||||||||
Condensed pro forma consolidated financial statement related to the acquisitions and financings during 2012 | ' | |||||||||||||||
For the year ended December 31, 2012 | ||||||||||||||||
Historical | Pro Forma | As Adjusted | ||||||||||||||
Adjustments | (unaudited) | |||||||||||||||
(unaudited) | ||||||||||||||||
Total income | $ | 101,986 | $ | 1,796,359 | $ | 1,898,345 | ||||||||||
Net loss | $ | -1,139,882 | $ | -444,100 | $ | -1,583,982 | ||||||||||
Net loss per common share, basic and diluted | $ | -18.04 | $ | -0.54 | ||||||||||||
Weighted average number of common | 63,198 | 276,239 | ||||||||||||||
shares outstanding, basic and diluted | ||||||||||||||||
Operating_Leases_Tables
Operating Leases (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Notes to Financial Statements | ' | |||||
Minimum lease payments to be received under operating leases | ' | |||||
Minimum Lease | ||||||
Payments | ||||||
2014 | $ | 4,546,253 | ||||
2015 | 4,522,459 | |||||
2016 | 4,425,215 | |||||
2017 | 4,300,872 | |||||
2018 | 4,206,921 | |||||
Thereafter | 24,957,979 | |||||
Total | $ | 46,959,699 |
Transactions_With_Related_Part1
Transactions With Related Parties (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||
Summarization of the Company's related party transactions for the period | ' | ||||||||||||||
Year ended | Unpaid amounts as of | ||||||||||||||
31-Dec | |||||||||||||||
2013 | 2012 | December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||||
General and administrative: | |||||||||||||||
General and administrative reimbursements | (a) | $ | 267,510 | $ | 21,263 | $ | 76,158 | $ | 18,476 | ||||||
Acquisition related costs | (b) | 543,578 | 558,375 | 1,044,214 | 524,342 | ||||||||||
Affiliate share purchase discounts | (c) | 369,526 | -- | -- | -- | ||||||||||
Total general and administrative expenses | $ | 1,180,614 | $ | 579,638 | $ | 1,120,372 | $ | 542,818 | |||||||
Offering costs | (d) | $ | 5,784,984 | $ | 218,816 | $ | 178,996 | $ | 271,082 | ||||||
Sponsor non-interest bearing advances | (e) | -- | 1,080,000 | 1,630,000 | 1,630,000 | ||||||||||
Real estate management fees | (f) | 80,691 | 2,254 | -- | 2,254 | ||||||||||
Business management fees | (g) | 226,280 | -- | 226,280 | -- | ||||||||||
(a) | The Business Manager and its related parties are entitled to reimbursement for certain general and administrative expenses of the Business Manager and its related parties relating to the Company’s administration. Such costs are included in general and administrative expenses to related parties in the accompanying consolidated statements of operations. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets. | ||||||||||||||
(b) | The Company will pay the Business Manager or its affiliates a fee equal to 1.5% of the “contract purchase price,” as defined, of each asset acquired. The Business Manager and its related parties are also reimbursed for acquisition and transaction related costs of the Business Manager and its related parties relating to the Company’s acquisition of real estate assets, regardless of whether the Company acquires the real estate assets, subject to limits, as defined. Such costs are included in general and administrative expenses to related parties in the accompanying consolidated statements of operations. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets. | ||||||||||||||
(c) | The Company established a discount stock purchase policy for related parties and related parties of the Business Manager that enables the related parties to purchase shares of common stock at $9.00 per share. The Company sold 352,509 shares to related parties during the year ended December 31, 2013. | ||||||||||||||
(d) | A related party of the Business Manager receives selling commissions equal to 7.0% of the sale price for each share sold and a marketing contribution equal to 3.0% of the gross offering proceeds from shares sold, the majority of which is re-allowed (paid) to third party soliciting dealers. The Company also reimburses a related party of the Business Manager and the soliciting dealers for bona fide, out-of-pocket itemized and detailed due diligence expenses in amounts up to 0.5% of the gross offering proceeds. The expenses will be reimbursed from amounts paid or re-allowed to these entities as a marketing contribution. The Company will reimburse the Sponsor, its affiliates and third parties for costs and other expenses of the Offering that they pay on the Company’s behalf, in an amount not to exceed 1.5% of the gross offering proceeds from shares sold in the “best efforts” offering. The Company does not pay selling commissions or the marketing contribution or reimburse issuer costs in connection with shares of common stock issued through the distribution reinvestment plan. Offering costs are offset against the stockholders’ equity accounts. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets. | ||||||||||||||
(e) | As of December 31, 2013 and 2012, the Company incurred $9,023,148 and $2,358,818, respectively, of offering and organization costs, of which $1,630,000 was advanced by the Sponsor. Our Business Manager or its affiliates will pay or reimburse any organization or offering costs, including any issuer costs that exceed 11.5% of the gross offering proceeds from shares sold in the “best efforts” offering over the life of the Offering. | ||||||||||||||
(f) | For each property that is managed by Inland National Real Estate Services, LLC, or its affiliates, collectively the Real Estate Managers, the Company will pay a monthly real estate management fee of up to 1.9% of the gross income from any single-tenant, net-leased property, and up to 3.9% of the gross income from any other property type. Each Real Estate Manager will determine, in its sole discretion, the amount of the fee with respect to a particular property, subject to the limitations. For each property that is managed directly by one of the Real Estate Managers or its affiliates, the Company will pay the Real Estate Manager a separate leasing fee based upon prevailing market rates applicable to the geographic market of that property. Further, in the event that the Company engages its Real Estate Managers to provide construction management services for a property, the Company will pay a separate construction management fee in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project. The Company also will reimburse each Real Estate Manager and its affiliates for property-level expenses that they pay or incur on the Company’s behalf, including the salaries and benefits of persons performing services for the Real Estate Managers and their affiliates except for the salaries and benefits of persons who also serve as an executive officer of any of the Real Estate Managers. As of December 31, 2012, unpaid amounts were included in accounts payable and accrued expenses in the consolidated balance sheets. | ||||||||||||||
(g) | The Company will pay the Business Manager an annual business management fee equal to 0.65% of its “average invested assets,” as defined in the business management agreement, payable quarterly in an amount equal to 0.1625% of its average invested assets as of the last day of the immediately preceding quarter. “Average invested assets” means, for any period, the average of the aggregate book value of the Company’s assets, including all intangibles and goodwill, invested, directly or indirectly, in equity interests in, and loans secured by, properties, as well as amounts invested in securities and consolidated and unconsolidated joint ventures or other partnerships, before reserves for amortization and depreciation or bad debts, impairments or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the relevant calendar quarter. Unpaid amounts are included in due to related parties in the accompanying consolidated balance sheets. |
Mortgages_And_Notes_Payable_Ta
Mortgages And Notes Payable (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Notes to Financial Statements | ' | |||||||||||
Mortgages and notes payable outstanding data | ' | |||||||||||
Maturity Date | Property Name | Stated Interest | Principal | Principal | Notes | |||||||
Rate Per Annum | Balance at | Balance at | ||||||||||
December 31, | December 31, | |||||||||||
2013 | 2012 | |||||||||||
1-May-27 | Dollar General Portfolio Phase I - five properties | 4.31% | $ | 3,340,450 | (a),(b) | |||||||
$3,340,450 | ||||||||||||
27-Dec-15 | Newington Fair Shopping Center - Senior Tranche | Floating rate of interest equal to three month LIBOR rate plus 3.25% subject to a minimum rate of 3.50% | 9,790,000 | 9,790,000 | (c),(d) | |||||||
1-Oct-27 | Dollar General Portfolio Phase II - seven properties | 4.35% | 4,140,000 | 4,140,000 | (a),(e) | |||||||
23-Dec-18 | Wedgewood Commons Shopping Center | Floating rate of interest equal to daily LIBOR rate plus 1.90% | -- | (c),(f) | ||||||||
15,259,894 | ||||||||||||
6-Aug-13 | Dollar General Portfolio Phase I - Mezzanine loan | 10.00% | -- | 3,340,460 | ||||||||
27-Dec-13 | Newington Fair Shopping Center – Junior Tranche | 8.50% | -- | 4,927,760 | ||||||||
27-Dec-13 | Newington Fair Shopping Center & Dollar General Phase II – Mezzanine loan | Floating rate of interest equal to three month LIBOR rate plus 3.75% subject to a minimum rate of 6.00% | -- | 4,658,497 | ||||||||
1-Jan-20 | Dollar General Portfolio Phase II - Mezzanine loan | 9.00% | -- | 2,480,000 | ||||||||
Total | $ | 32,530,344 | $ 32,677,167 | |||||||||
(a) | Our Sponsor, IREIC, has guaranteed payment and performance of the debt in the event the Company fails to provide access or information to the properties or fails to obtain the lender’s prior written consent to any liens on or transfers of the properties, and in the event of any losses, costs or damages incurred by the lender as a result of fraud or intentional misrepresentation of any individual borrower, gross negligence or willful misconduct, material waste of the properties and the breach of any representation or warranty concerning environmental laws, among other things. The Company did not pay any fees or other consideration to our Sponsor for this guarantee. | |||||||||||
(b) | The loan requires monthly payments of interest only until December 1, 2019 (the “anticipated repayment date”). In the event the loan is not repaid as of the anticipated repayment date, the loan will bear interest at a rate equal to 3% per annum plus the greater of: (i) 4.313%; or (ii) the seven year swap yield as of the first business day after the anticipated repayment date; provided, however, that the revised interest rate may not exceed 9.31% per annum. In addition, the Company will be required to make monthly payments of $18,000 until the maturity date. | |||||||||||
The loan may be prepaid in full, but not in part, any time after December 1, 2014, provided that if the prepayment occurs prior to September 1, 2019, the Company will be required to pay a prepayment premium equal to the greater of: (i) 1% of the outstanding principal balance of the loan; or (ii) the excess, if any, of: (a) the sum of the present values of all then-schedule payments of principal and interest under the loan documents, over (b) the principal amount being prepaid. Subject to satisfying certain conditions, as defined, the Company may prepay a portion of the loan equal to 120% of the portion of the loan allocated to a property and obtain the release of its property and the release of its related obligations under the loan documents. Assuming no payment has been made on principal in advance of the anticipated repayment date approximately $3,340,000 will be due on the anticipated repayment date. The loan is secured by cross-collateralized first mortgages on the five properties. | ||||||||||||
(c) | Loan requires monthly payments of interest only until maturity. | |||||||||||
(d) | The three month LIBOR rate at December 31, 2013 was 0.25%. | |||||||||||
(e) | The loan requires monthly payments of interest only until January 1, 2020 (the “anticipated repayment date”). In the event the loan is not repaid as of the anticipated repayment date the loan will bear interest at a rate equal to 3% per annum plus the greater of: (i) 4.347%; or (ii) the seven year swap yield as of the first business day after the anticipated repayment date provided, however, that the revised interest rate may not exceed the 9.347% per annum. In addition, the Company will be required to make monthly payments of $22,653 until the maturity date. | |||||||||||
The loan may be prepaid in full, but not in part, any time after January 1, 2015, provided that if the prepayment occurs prior to October 1, 2019, the Company will be required to pay a prepayment premium equal to the greater of: (i) 1% of the outstanding principal balance of the loan; or (ii) the excess, if any, of: (a) the sum of the present values of all then-scheduled payments of principal and interest under the loan documents, over (b) the principal amount being prepaid. Subject to satisfying certain conditions, as defined, the Company may prepay a portion of the loan equal to 120% of the portion of the loan allocated to a property and obtain the release of its property and the release of its related obligations under the loan documents. The loan is secured by cross-collateralized first mortgages on the seven properties. | ||||||||||||
(f) | The daily LIBOR rate at December 31, 2013 was 0.17%. | |||||||||||
Scheduled maturities of mortgages and notes payable | ' | |||||||||||
Mortgages | ||||||||||||
and Notes | ||||||||||||
Payable | ||||||||||||
2014 | $ | -- | ||||||||||
2015 | 9,790,000 | |||||||||||
2016 | -- | |||||||||||
2017 | -- | |||||||||||
2018 | 15,259,894 | |||||||||||
Thereafter | 7,480,450 | |||||||||||
Total | $ | 32,530,344 |
Distributions_Tables
Distributions (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes to Financial Statements | ' | ||
Declared monthly distribution to its common stockholders | ' | ||
2013 (a) | |||
Ordinary income (loss) | $ | 0 | |
Non-taxable return of capital | $ | 0.6 | |
(a) | The December distribution declared on November 5, 2013, with a record date of December 31, 2013 and a payment date of January 2, 2014, is reportable for tax purposes in 2014 and is not reflected in the 2013 allocation. |
Commitments_And_Contingencies_
Commitments And Contingencies (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Notes to Financial Statements | ' | ||||||
Table presents the change in the Company's earenout liability for the years indicated | ' | ||||||
2013 | 2012 | ||||||
Earnout liability-beginning of period | $ | -- | $ | -- | |||
Increases: | |||||||
Acquisitions | 723,237 | -- | |||||
Amortization expense | -- | -- | |||||
Decreases: | |||||||
Earnout payments | -- | -- | |||||
Other: | |||||||
Adjustments to acquisition related costs | -- | -- | |||||
Earnout liability – end of period | $ | 723,237 | $ | -- |
Subsequent_Events_Tables
Subsequent Events (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Subsequent Events [Abstract] | ' | |||||||||
Declared distributions payable | ' | |||||||||
• | In January 2014, total distributions declared for the month of December 2013 were paid in the amount equal to $304,863, of which $155,310 was paid in cash and $149,553 was reinvested through the Company’s DRP, resulting in the issuance of an additional 15,742.361 shares of common stock. | |||||||||
• | In February 2014, total distributions declared for the month of January 2014 were paid in the amount equal to $374,120, of which $189,133 was paid in cash and $184,987 was reinvested through the Company’s DRP, resulting in the issuance of an additional 19,472.359 shares of common stock. | |||||||||
• | In March 2014, total distributions declared for the month of February 2014 were paid in the amount equal to $398,328, of which $198,650 was paid in cash and $199,678 was reinvested through the Company’s DRP, resulting in the issuance of an additional 21,018.753 shares of common stock. | |||||||||
Total shares sold in the offering detail | ' | |||||||||
Shares | Gross Offering | Commissions | Proceeds to the | |||||||
Proceeds | and Fees | Company, | ||||||||
($) (1) | ($) (2) | Before Expenses | ||||||||
($) (3) | ||||||||||
From our Sponsor in connection | 20,000 | $ | 200,000 | $ – | $ | 200,000 | ||||
with our formation | ||||||||||
Shares sold in the offering | 9,798,524.13 | 96,773,715 | 8,512,454 | 88,261,261 | ||||||
Shares sold pursuant to our | 106,868.05 | 1,015,246 | – | 1,015,246 | ||||||
distribution reinvestment plan | ||||||||||
Shares purchased pursuant to | – | – | – | – | ||||||
our share repurchase program | ||||||||||
Total: | 9,925,392.17 | $ | 97,988,961 | $ 8,512,454 | $ | 89,476,507 | ||||
(1) | Gross proceeds received by us as of the date of this table for shares sold to investors pursuant to accepted subscription agreements. | |||||||||
-2 | Inland Securities Corporation serves as dealer manager of the Offering and is entitled to receive selling commissions and certain other fees, as discussed further in the prospectus for the “best efforts” offering dated October 18, 2012 as the same may be supplemented from time to time. | |||||||||
-3 | Organization and offering expenses, excluding commissions, will not exceed 1.5% of the gross offering proceeds. These expenses include registration and filing fees, legal and accounting fees, printing and mailing expenses, bank fees and other administrative expenses. |
Quarterly_Supplemental_Financi1
Quarterly Supplemental Financial Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Notes to Financial Statements | ' | |||||||||||
Quarterly supplemental financial information - unaudited | ' | |||||||||||
2013 | ||||||||||||
31-Dec | 30-Sep | 30-Jun | 31-Mar | |||||||||
Total income | $ | 731,912 | $ | 692,681 | $ | 711,252 | $ | 689,147 | ||||
Net loss | $ | -818,920 | $ | -395,666 | $ | -452,346 | $ | -859,869 | ||||
Net loss | $ | -0.17 | $ | -0.18 | $ | -0.43 | $ | -1.71 | ||||
per common share, | ||||||||||||
basic and diluted (1) | ||||||||||||
Weighted average number of | 4,766,862 | 2,221,493 | 1,051,400 | 504,243 | ||||||||
common shares outstanding, | ||||||||||||
basic and diluted (1) | ||||||||||||
2012 | ||||||||||||
31-Dec | 30-Sep | 30-Jun | 31-Mar | |||||||||
Total income | $ | 101,986 | $ | -- | $ | -- | $ | -- | ||||
Net loss | $ | -1,054,670 | $ | -30,441 | $ | -45,769 | $ | -9,002 | ||||
Net loss | $ | -5.5 | $ | -1.52 | $ | -2.29 | $ | -0.45 | ||||
per common share, | ||||||||||||
basic and diluted (1) | ||||||||||||
Weighted average number of | 191,852 | 20,000 | 20,000 | 20,000 | ||||||||
common shares outstanding, | ||||||||||||
basic and diluted (1) | ||||||||||||
(1) | Quarterly net loss per common share amounts may not total the annual amounts due to rounding and the changes in the number of weighted common shares outstanding. |
Acquisitions_Details_Narrative
Acquisitions (Details Narrative) (USD $) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Notes to Financial Statements | ' | ' | ' |
Purchase price of properties acquired during the year | ' | $30,519,789 | $32,164,000 |
Financed portion of the properties acquired during the year | ' | 15,259,894 | 32,164,000 |
Incurred expenses related to the acquisition, dead deal and transaction related costs | 0 | 666,042 | 732,739 |
Recorded revenue related to the property acquired during the year | ' | 62,368 | 101,986 |
Property net income (loss) related to the property acquired during the year | ' | $49,133 | ($44,427) |