Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Jernigan Capital, Inc. | |
Entity Central Index Key | 1,622,353 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | JCAP | |
Entity Common Stock, Shares Outstanding | 6,162,500 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Cash and cash equivalents | $ 68,980 | $ 1 |
Restricted cash | 0 | 15 |
Development property investments at fair value | 29,067 | 0 |
Operating property loans at fair value | 9,536 | 0 |
Interest receivable | 68 | 0 |
Prepaid expenses | 98 | 0 |
Fixed assets, net | 180 | 0 |
Total assets | 107,929 | 16 |
Liabilities: | ||
Due to Manager | 516 | 0 |
Accounts payable, accrued expenses and other liabilities | 798 | 15 |
Dividends payable | 2,157 | 0 |
Total liabilities | $ 3,471 | $ 15 |
Jernigan Capital, Inc. stockholders’ equity: | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued and outstanding at September 30, 2015 and December 31, 2014, respectively; | ||
Common stock, $0.01 par value, 500,000,000 and 1,000 shares authorized at September 30, 2015 and December 31, 2014, respectively; 6,162,500 and 1,000 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | $ 62 | $ 0 |
Additional paid-in capital | 110,496 | 1 |
Accumulated deficit | (6,408) | 0 |
Total Jernigan Capital, Inc. stockholders’ equity | 104,150 | 1 |
Non-controlling interests | 308 | 0 |
Total equity | 104,458 | 1 |
Total liabilities and equity | $ 107,929 | $ 16 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred Stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 500,000,000 | 1,000 |
Common Stock, Shares Issued | 6,162,500 | 1,000 |
Common Stock, Shares Outstanding | 6,162,500 | 1,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Revenues: | ||
Interest income from investments | $ 578 | $ 735 |
Net interest income | 578 | 735 |
Costs and expenses: | ||
General and administrative expenses reimbursable to Manager | 791 | 1,311 |
General and administrative expenses | 422 | 689 |
Investment expenses | 112 | 262 |
Management fees to Manager | 414 | 823 |
Restructuring costs | 220 | 220 |
Deferred termination fee to Manager | 158 | 308 |
Total costs and expenses | 2,117 | 3,613 |
Operating loss | (1,539) | (2,878) |
Other income: | ||
Change in fair value of investments | 85 | 656 |
Other interest income | 47 | 110 |
Total other income | 132 | 766 |
Net loss | $ (1,407) | $ (2,112) |
Basic and diluted net loss per share of common stock (in dollars per share) | $ (0.24) | $ (0.55) |
Basic and diluted weighted average shares of common stock outstanding (in shares) | 6,000,000 | 4,000,330 |
Dividends declared per share of common stock (in dollars per share) | $ 0.35 | $ 0.70 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Cash flows from operating activities | |
Net loss | $ (2,112) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest capitalized on outstanding loans | (439) |
Change in fair market value of investments | (656) |
Stock-based compensation | 167 |
Deferred termination fee to Manager | 308 |
Depreciation | 5 |
Loss on disposal of assets | 33 |
Changes in operating assets and liabilities: | |
Interest receivable | (68) |
Other assets | (98) |
Due to Manager | 516 |
Accounts payable, accrued expenses, and other liabilities | 677 |
Net cash used in operating activities | (1,667) |
Cash flows from investing activities | |
Purchase of fixed assets | (218) |
Funding of investments - Development property investments | (27,984) |
Funding of investments - Operating property loans | (9,404) |
Net cash used in investing activities | (37,606) |
Cash flows from financing activities | |
Dividends paid | (2,139) |
Net proceeds from issuance of common stock | 110,391 |
Net cash provided by financing activities | 108,252 |
Net change in cash and cash equivalents | 68,979 |
Cash and cash equivalents at the beginning of the period | 1 |
Cash and cash equivalents at the end of the period | 68,980 |
Supplemental disclosure of non-cash activities: | |
Accounts payable withheld from loan funding | 106 |
Loans paid off with issuance of new loans | 2,420 |
Retirement of common stock | 1 |
Dividends declared | $ 2,157 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total Stockholders' Equity [Member] | Non-Controlling Interests [Member] |
Balance at Dec. 31, 2014 | $ 1 | $ 0 | $ 1 | $ 0 | $ 1 | $ 0 |
Balance (in shares) at Dec. 31, 2014 | 1,000 | |||||
Retirement of stock | (1) | $ 0 | (1) | 0 | (1) | 0 |
Retirement of stock (in shares) | (1,000) | |||||
Public offering of common stock | 115,000 | $ 58 | 114,942 | 0 | 115,000 | 0 |
Public offering of common stock (in shares) | 5,750,000 | |||||
Private placement of common stock | 5,000 | $ 2 | 4,998 | 0 | 5,000 | 0 |
Private placement of common stock (in shares) | 250,000 | |||||
Equity offering costs | (9,609) | $ 0 | (9,609) | 0 | (9,609) | 0 |
Issuance of restricted stock | 0 | $ 2 | (2) | 0 | 0 | 0 |
Issuance of restricted stock (in shares) | 162,500 | |||||
Stock-based compensation | 167 | $ 0 | 167 | 0 | 167 | 0 |
Deferred termination fee to Manager | 308 | 0 | 0 | 0 | 0 | 308 |
Dividends declared | (2,157) | 0 | 0 | (4,296) | (4,296) | 0 |
Net loss | (2,112) | 0 | 0 | (2,112) | (2,112) | 0 |
Balance at Sep. 30, 2015 | $ 104,458 | $ 62 | $ 110,496 | $ (6,408) | $ 104,150 | $ 308 |
Balance (in shares) at Sep. 30, 2015 | 6,162,500 |
ORGANIZATION AND FORMATION OF T
ORGANIZATION AND FORMATION OF THE COMPANY | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. ORGANIZATION AND FORMATION OF THE COMPANY Jernigan Capital, Inc. (together with its consolidated subsidiaries, the “Company”) makes debt and equity investments in newly-constructed and existing self-storage facilities. The Company is a Maryland corporation that was organized on October 1, 2014. The Company closed its initial public offering of its common stock (the “IPO”) on April 1, 2015, and has used proceeds of the IPO primarily to fund real estate loans to private developers, owners and operators of self-storage facilities. The Company is structured as an Umbrella Partnership REIT (“UPREIT”) and conducts its investment activities through its wholly owned operating partnership, Jernigan Capital Operating Partnership L.P. (the “Operating Partnership”). The Operating Partnership was formed on March 5, 2015 and is a consolidated subsidiary of the Company. The Company is the sole General Partner of the Operating Partnership. The Company intends to elect to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended, for its taxable year ending December 31, 2015. As a REIT, the Company generally will not be subject to U.S. federal income taxes on REIT taxable income, determined without regard to the deduction for dividends paid and excluded capital gains, to the extent that it annually distributes all of its REIT taxable income to stockholders and complies with various other requirements for qualification as a REIT set forth in the Code. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SIGNIFICANT ACCOUNTING POLICIES The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited interim consolidated financial statements include all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods included herein. Substantially all operations are conducted through the Operating Partnership, and all significant intercompany transactions and balances have been eliminated in consolidation. Correction of an Immaterial Error During the quarter ended September 30, 2015, the Company identified an immaterial error in its previously issued financial statements and footnotes for the three and six months ended June 30, 2015 related to the accounting treatment of certain of its loan investments. During the quarter ended June 30, 2015 (the quarter when operations commenced), the Company accounted for all loans using the amortized cost basis and a preferred equity investment using the equity method. During the quarter ended September 30, 2015, the Company further analyzed the documents and agreements governing its development property investment transactions. These development property investments consist of a 49.9% non-controlling Class B membership profits interest in a limited liability company which gives the Company the rights to a 49.9% interest in operating cash flows and sale profits from the financed projects. The Company determined, primarily due to its 49.9% Class B membership profits interests in limited liability companies, that it exercised significant influence over the financial and operating policies of the investees that owned such projects, thereby requiring equity method accounting for its Class B membership profits interests. Due to this, combined with certain other factors including the interest-only terms of the development property investments, the Company concluded that the development property investments, inclusive of any membership interest, should be treated as a single unit of account to which the equity method would apply. The guidance in the fair value option subsections of Accounting Standards Codification (“ASC”) 825, Financial Instruments The Company evaluated the error, both quantitatively and qualitatively, in accordance with ASC 250, Accounting Changes and Error Corrections 0.6 0.7 0.10 0.25 0.6 0.10 0.19 0.6 Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. The Company carries certain financial instruments at fair value because it has elected to apply the fair value option on an instrument by instrument basis under ASC 825-10. As of December 31, 2014, the Company’s only financial instrument was cash. As of September 30, 2015, the Company’s financial instruments consisted of cash, development property investments (which are typically comprised of a first mortgage loan, a mezzanine loan, 49.9 Fair Value of Financial Instruments The following table presents the financial instruments measured at fair value on a recurring basis as of September 30, 2015: Fair Value Measurements Using Total Level 1 Level 2 Level 3 Development property investments $ 29,067 $ - $ - $ 29,067 Operating property loans 9,536 - - 9,536 Total investments $ 38,603 $ - $ - $ 38,603 Estimating fair value requires the use of judgment. The types of judgments involved depend upon the availability of observable market information. Management’s judgments include determining the appropriate valuation model to use, estimating unobservable inputs and applying valuation adjustments. See Note 4, Fair Value of Financial Instruments, We consider cash, investments in money market accounts and certificates of deposit with original maturities of three months or less to be cash equivalents. The Company’s restricted cash balance at December 31, 2014 includes a customer due diligence deposit received in connection with a prospective loan. Investments in joint ventures and entities over which the Company exercises significant influence but not control are accounted for using the equity method. In accordance with ASC 825-10, the Company has elected the fair value option of accounting for its equity method investments, which consist of its development property investments. The Company has elected the fair value option of accounting for all of its loan investments, including those that are required under GAAP to be accounted for under the equity method, in order to provide better transparency into the Company’s revenues and value inherent in our equity participation in development projects. Changes in the fair value of these investments are recorded in change in fair value of investments within other income. All direct loan costs are charged to expense as incurred. A loan will be considered impaired when, based on current information and events, it is probable that the loan will not be collected according to the contractual terms of the loan agreement. Factors to be considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Fixed assets are recorded at cost and consist of furniture, office and computer equipment, and software. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, which range from three to seven years. Depreciation expense is included in the “General and administrative expenses reimbursable to Manager” line item on the Consolidated Statements of Operations. Maintenance and repair costs are charged to expense as incurred. Upon sale or retirement, the asset cost and related accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is included in income. Interest income will accrue as earned on a simple interest basis. Accrual of interest will be discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of interest is doubtful. The Company will recognize income on impaired loans when they are placed into non-accrual status on a cash basis when the loans are both current and the collateral on the loan is sufficient to cover the outstanding obligation to the Company. If these factors do not exist, the Company will not recognize income on such loans. Accrued interest generally is reversed when a loan is placed on non-accrual status. The Company’s loan origination fees are accreted into interest income over the estimated life of the investment using the effective yield method. Underwriting commissions and offering costs incurred in connection with the Company’s stock offerings are reflected as a reduction of additional paid-in capital. Offering costs represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of the Company’s common stock. Costs incurred to organize the Company were expensed as incurred. Restructuring costs consist of severance and benefits costs, lease termination costs, and other costs incurred by the Company in conjunction with consolidating its offices and moving its corporate headquarters. The Company recognizes these severance and other charges when the requirements of ASC 420, Exit or Disposal Cost Obligations , All restructuring activities were completed during the quarter ended September 30, 2015. The Company intends to elect to be taxed as a REIT and to comply with the related provisions of the Code commencing with its taxable year ending December 31, 2015. Accordingly, the Company will generally not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income and share ownership tests are met. The Company expects to have no taxable income prior to electing REIT status. To qualify as a REIT, the Company must annually distribute at least 90 Basic EPS includes only the weighted average number of common shares outstanding during the period. Diluted EPS includes the weighted average number of common shares and the dilutive effect of restricted stock and redeemable Operating Partnership units All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are treated as participating in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted EPS must be applied. For the three and nine months ended September 30, 2015, comprehensive income equaled net income; therefore, a separate consolidated statement of comprehensive income is not included in the accompanying consolidated financial statements. The Company does not evaluate performance on a relationship specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for reporting purposes in accordance with GAAP. Recent Accounting Pronouncements In January 2014, the FASB issued ASU 2014-04, ReceivablesTroubled Debt Restructurings by Creditors (Sub Topic 310-40)Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure. This ASU clarifies when an in substance repossession or foreclosure occurs and requires disclosure of the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. ASU 2014-04 is effective for annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on future results of operations or financial condition. In February 2015, the FASB issued guidance that requires an entity to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (1) Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) Eliminate the presumption that a general partner should consolidate a limited partnership; (3) Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; (4) Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. This guidance is effective for public business entities for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not expect adoption will have a material impact on its consolidated financial statements. In April 2015, the FASB issued guidance that simplifies presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability, consistent with debt discount or premiums. The recognition guidance for debt issuance costs are not affected by amendments in this update, which is effective for annual reporting periods beginning after December 15, 2015. The Company does not expect adoption will have a material impact on its consolidated financial statements. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Investments [Abstract] | |
Investment Holdings, Schedule of Investments [Text Block] | 3. INVESTMENTS The Company’s self-storage investments at September 30, 2015 consist of the following: Development property investments The Company funds development loans to finance the ground-up construction of self-storage facilities or major self-storage redevelopment opportunities. Development loans are funded over time as the developer completes the project. These investments are predominantly comprised of a first mortgage loan, a mezzanine loan, and a 49.9 6.9 72 The Company also has two development loan investments that are comprised of construction loans with a term of 18 6.9 The Company also has one investment that is comprised of a first mortgage loan and a preferred equity investment that consists of a 49.9 Operating property loans The Company also funds loans to finance the acquisition of, refinance existing indebtedness on, or recapitalize operating self-storage facilities. These loans are fully funded at the time of origination, are secured by first mortgages on the projects financed, are interest-only with a fixed interest rate ranging from 5.85 6.9 72 months. The Company’s development property investments and operating property loans are collectively referred to herein as the Company’s investment portfolio. 138.9 39.0 Closing Date Metropolitan Commitment Funded Unfunded Fair Value Development property investments: Loan investments with a profits interest: 4/21/2015 Orlando $ 5,333 $ 2,231 $ 3,102 $ 2,202 4/20/2015 Miami 13,867 1,868 11,999 1,737 5/14/2015 Miami 14,849 2,788 12,061 2,657 6/8/2015 Dallas 7,243 2,819 4,424 2,775 6/10/2015 Atlanta 8,132 3,625 4,507 3,607 6/19/2015 Tampa 5,369 2,308 3,061 2,283 6/26/2015 Atlanta 6,050 2,020 4,030 1,985 6/29/2015 Charlotte 7,624 532 7,092 981 7/2/2015 Milwaukee 7,650 2,458 5,192 2,407 7/31/2015 New Haven 6,930 780 6,150 744 8/10/2015 Pittsburgh 5,266 1,338 3,928 1,350 8/14/2015 Raleigh 8,998 954 8,044 868 9/25/2015 Fort Lauderdale 13,230 1,978 11,252 1,859 9/30/2015 Jacksonville 6,445 791 5,654 763 116,986 26,490 90,496 26,218 Construction loans: 8/5/2015 West Palm Beach 7,500 1,955 5,545 1,899 8/5/2015 Sarasota 4,792 986 3,806 950 12,292 2,941 9,351 2,849 Total 129,278 29,431 99,847 29,067 Operating property loans: 4/9/2015 Detroit 3,182 $ 3,182 - 3,165 6/19/2015 New Orleans 2,800 2,800 - 2,778 7/7/2015 Lehigh Valley 3,480 3,480 - 3,443 8/5/2015 Pittsburgh 150 150 - 150 Total 9,612 9,612 - 9,536 Total investments $ 138,890 $ 39,043 $ 99,847 $ 38,603 The following table provides a reconciliation of the funded principal to the fair market value of investments at September 30, 2015: Funded principal $ 39,043 Adjustments: Unamortized origination fees (1,096) Change in fair value of investments 656 Fair value of investments $ 38,603 The Company has elected the fair value option of accounting for all of its loan investments in order to provide better transparency into its revenues and value inherent in its equity participation in development projects. See Note 4, Fair Value of Financial Instruments valuation methodology and significant assumptions. No loans are in non-accrual status as of September 30, 2015. All of the Company’s development property investments with a profits interest would have been accounted for under the equity method had the Company not elected the fair value option. For the development property investments with a profits interest, the assets and liabilities of the equity method investees approximate $ 39.5 26.5 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | The fair value option under ASC 825-10 allows companies to elect the option to report selected financial assets and liabilities at fair value. The Company has elected the fair value option for its development property investments and operating property loan investments because it believes such accounting provides investors and others relying on the Company’s financial statements with a more transparent view of its revenues and value inherent in its equity participation in development projects. The Company applies ASC 820, Fair Value Measures and Disclosures Level 1 Quoted prices for identical assets or liabilities in an active market. Level 2 Financial assets and liabilities whose values are based on the following: (i) Quoted prices for similar assets or liabilities in active markets; (ii) Quoted prices for identical or similar assets or liabilities in non-active markets; (iii) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. Level 3 Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. The carrying values of cash, receivables and payables approximate their fair values due to their short-term nature. These instruments are categorized as Level 1 instruments in the measurement of fair value. The below table summarizes the valuation techniques and inputs used to measure the fair value of items categorized in Level 3 of the fair value hierarchy. Instrument Valuation technique and assumptions Hierarchy classification Development property investments Valuations are based using an Income Approach analysis, using the discounted cash flow method model, capturing the prepayment penalty / call price schedule as applicable. The valuation models are calibrated to the total investment net drawn amount as of the issuance date. Level 3 Development property investments with a profits interest (a) Valuations are based using an Income Approach analysis, using the discounted cash flow method model, capturing the prepayment penalty / call price schedule as applicable. The valuation models are calibrated to the total investment net drawn amount as of the issuance date factoring in the value of the profits interests. An option-pricing method (OPM) framework is utilized to calculate the value of the profits interests. Level 3 Operating property loans Valuations are based using an Income Approach analysis, using the discounted cash flow method model, capturing the prepayment penalty / call price schedule as applicable. Level 3 (a) Certain of the Company's development property investments include profits interests. At September 30, 2015, the Company’s development property investments and operating property loan investments are valued using two different valuation techniques based on the early stage of the Company’s investments. The first valuation technique is an income approach analysis of the debt instrument components of the Company’s investments. The second valuation technique is an option pricing model that is used to determine the fair value of any profits interests associated with an investment. The valuation models are calibrated to the total investment net drawn amount as of the issuance date factoring in the value of the profits interests. At the issuance date of the development property investments, generally the properties are valued on a cost basis approximating the sum of the net investment drawn amount plus the developer’s equity investment. For one development property investment in which the Company holds a 49.9% Class B membership profits interest, the appraised value of the property collateral was significantly higher than its cost resulting in an unrealized gain. For the Company’s development property investments at or around completion of the construction, the discounted cash flow model used by the Company is expected to encompass the Company’s 49.9% Class B membership profits interest in the operating cash flows of the property and an option pricing model will no longer be necessary. The Company also will consider inputs such as appraisals significantly in excess of the developer’s equity investment, offers to purchase our properties, sales of our properties, or sales of comparable properties in our markets. Level 3 Fair Value Measurements The following table summarizes the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of September 30, 2015 As of September 30, 2015 Unobservable Inputs Asset Category Primary Valuation Input Estimated Range Weighted Development property investments Income approach analysis Market yields/ discount rate 7.62 - 9.04% 8.53 % Exit date 1.35 - 3.99 years Development property investments with a profits interest (a) Option pricing model Volatility 72.49 - 73.18% 72.86 % Exit date 3.56 - 3.99 years Operating property loans Income approach analysis Market yields/ discount rate 6.06 - 7.25% 6.81 % Exit date 5.59 - 6.84 years (a) The valuations for the development property investments with a profits interest do not differ from the development property investments without a profits interest. The development property investment with a profits interest only requires incremental valuation techniques to determine the value of the profits interest. Therefore this line only focuses on the profits interest valuation. The fair value measurements are sensitive to changes in unobservable inputs. A change in those inputs to a different amount might result in a significantly higher or lower fair value measurement. The following provides a discussion of the impact of changes in each of the unobservable inputs on the fair value measurement. Market yields changes in market yields, discount rates or earnings before interest, income taxes, depreciation, and amortization (“EBITDA”) multiples, each in isolation, may change the fair value of certain of the Company’s investments. Generally, an increase in market yields or discount rates or decrease in EBITDA multiples may result in a decrease in the fair value of certain of the Company’s investments. Exit date changes in exit date, in isolation and all else equal, may change the fair value of certain of the Company’s investments that have profits interests. Generally, an increase in the exit date assumption may result in an increase in the fair value of the profits interests in certain of the Company’s investments. Volatility changes in volatility, in isolation and all else equal, may change the fair value of certain of the Company’s investments that have profits interests. Generally, an increase in volatility may result in an increase in the fair value of the profits interests in certain of the Company’s investments. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate an investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. Nine months ended September 30, 2015 Balance as of December 31, 2014 $ - Net realized gains - Net unrealized gains 656 Fundings of principal, net of unamortized origination fees 37,508 Payment-in-kind interest 439 Net transfers in and/or out of Level 3 - Balance as of September 30, 2015 $ 38,603 As of September 30, 2015, the net unrealized appreciation on the investments that use Level 3 inputs was $ 0.7 For the nine months ended September 30, 2015, all of the change in fair value of investments in the Company’s consolidated statement of operations was attributable to unrealized gains relating to the Company’s Level 3 assets still held as of September 30, 2015. Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 5. STOCKHOLDERS’ EQUITY The Company was organized in Maryland on October 1, 2014, and under the Company’s Articles of Incorporation, as amended, the Company is authorized to issue up to 500,000,000 100,000,000 1,000 1,000 Common Stock Offering On April 1, 2015, the Company closed its IPO and received $ 93.0 5.0 5,000,000 250,000 1,000 On April 9, 2015, the Company completed the sale of shares of common stock to the underwriters of its IPO pursuant to the underwriters’ over-allotment option. The Company issued 750,000 14.0 Equity Incentive Plan In connection with the IPO, the Company established the 2015 Equity Incentive Plan for the purpose of attracting and retaining directors, executive officers, investment professionals and other key personnel and service providers, including officers and employees of the Manager and other affiliates, and to stimulate their efforts toward our continued success, long-term growth and profitability. The 2015 Equity Incentive Plan provides for the grant of stock options, share awards (including restricted common stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity-based awards, including Long-Term Incentive Plan (“LTIP”) units, which are convertible on a one-for-one basis into Operating Partnership (“OP”) Units. A total of 200,000 2,500 10,000 100,000 52,500 Restricted Stock Awards The 2015 Equity Incentive Plan permits the issuance of restricted stock awards to employees and non-employee directors. Non-vested shares at September 30, 2015 aggregated 162,500 40,833 20,000 The Company recognized approximately $ 0.1 0.2 0.2 17.46 Three months ended Nine months ended September 30, 2015 September 30, 2015 Weighted Weighted Shares date fair value Shares date fair value Nonvested at beginning of period 110,000 $ 20.67 - $ - Granted 52,500 18.82 162,500 20.08 Vested - - - - Forfeited - - - - Nonvested at end of period 162,500 $ 20.08 162,500 $ 20.08 Nonvested restricted shares receive dividends which are nonforfeitable. |
DIVIDENDS AND DISTRIBUTIONS
DIVIDENDS AND DISTRIBUTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Dividends And Distributions Disclosure [Text Block] | 6. DIVIDENDS AND DISTRIBUTIONS Date declared Record date Payment date Per share amount Total amount June 3, 2015 July 6, 2015 July 15, 2015 $ 0.35 $ 2,139 August 27, 2015 October 1, 2015 October 15, 2015 $ 0.35 $ 2,157 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 7. EARNINGS PER SHARE Three months ended Nine months ended Numerator: Net loss $ (1,407) $ (2,112) Less: Dividends declared on unvested restricted shares (57) (95) Net loss attributable to common shareholders $ (1,464) $ (2,207) Denominator: Weighted-average number of common shares basic 6,000,000 4,000,330 Unvested restricted stock shares (1) - - Redeemable operating partnership units (2) - - Weighted-average number of common shares diluted 6,000,000 4,000,330 Net loss per share attributable to common stockholders $ (0.24) $ (0.55) (1) Anti-dilutive for the three and nine months ended September 30, 2015 (2) A termination fee (see Note 8) payable by the Operating Partnership ("OP") in OP units is anti-dilutive for the three and nine months ended September 30, 2015. The OP units, if issued, would be redeemable into common stock of the Company. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 8. RELATED PARTY TRANSACTIONS The Company’s founder was reimbursed for $ 0.1 0.1 On April 1, 2015, the Company entered into a management agreement with its Manager. Pursuant to the terms of the management agreement, the Manager will be responsible for (a) the Company’s day-to-day operations, (b) determining investment criteria and strategy in conjunction with the Company’s Board of Directors, (c) sourcing, analyzing, originating, underwriting, structuring, and acquiring the Company’s portfolio investments, and (d) performing portfolio management duties. The Manager has an Investment Committee that approves investments in accordance with the Company’s investment guidelines, investment strategy, and financing strategy. On April 1, 2015, concurrent with its initial public offering, the Company received $ 5.0 250,000 The initial term of the management agreement will be five years, with up to a maximum of three, one-year extensions that end on the applicable anniversary of the completion of the Company’s offering. The Company’s independent directors will review the Manager’s performance annually. Following the initial term, the management agreement may be terminated annually upon the affirmative vote of at least two-thirds of the Company’s independent directors based upon: (a) the Manager’s unsatisfactory performance that is materially detrimental to the Company; or (b) the Company’s determination that the management fees payable to the Manager are not fair, subject to the Manager’s right to prevent termination based on unfair fees by accepting a reduction of management fees agreed to by at least two-thirds of the independent directors. The Company will provide its Manager with 180 days’ prior notice of such a termination. Upon such a termination, the Company will pay the Manager a termination fee except as provided below. No later than 180 days prior to the end of the initial term of the management agreement, the Manager will offer to contribute to the Company’s Operating Partnership at the end of the initial term all of the assets or equity interests in the Manager at the internalization price and on such terms and conditions included in a written offer provided by the Manager. Upon receipt of the Manager’s initial internalization offer, a special committee consisting solely of the Company’s independent directors may accept the Manager’s proposal or submit a counter offer to the Manager. If the Manager and the special committee are unable to agree, the Manager and the special committee will repeat this process annually during the term of any extension of the management agreement. Acquisition of the Manager pursuant to this process requires a fairness opinion from a nationally recognized investment banking firm and stockholder approval, in addition to approval by the special committee. If the Company does not acquire the assets or equity interests of the Manager in an internalization transaction as described above and the management agreement terminates other than for Cause, voluntary non-renewal by the Manager or the Company being required to register as an investment company under the Investment Company Act of 1940, then the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee equal to the greater of (i) three times the sum of the average annual Base Management Fee and Incentive Fee earned by the Manager during the 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination, or (ii) the offer price, which will be based on the lesser of (a) the Manager’s earnings before interest, taxes, depreciation and amortization (adjusted for unusual, extraordinary and non-recurring charges and expenses), or “EBITDA” annualized based on the most recent quarter ended, multiplied by a specific multiple, or EBITDA Multiple, depending on the Company’s achieved total annual return, and (b) the Company’s equity market capitalization multiplied by a specific percentage, or Capitalization Percentage, depending on the Company’s achieved total return (the Internalization Price). 0.2 0.3 The Company also may terminate the management agreement at any time, including during the initial term, without the payment of any termination fee, with 30 days’ prior written notice from the Board of Directors, for cause. “Cause” is defined as: (i) the Manager’s continued breach of any material provision of the management agreement following a prescribed period; (ii) the occurrence of certain events with respect to the bankruptcy or insolvency of the Manager; (iii) a change of control of the Manager that a majority of the Company’s independent directors determines is materially detrimental to the Company; (iv) the Manager committing fraud against the Company, misappropriating or embezzling the Company’s funds, or acting grossly negligent in the performance of its duties under the management agreement; (v) the dissolution of the Manager; (vi) the Manager fails to provide adequate or appropriate personnel that are reasonably necessary for the Manager to identify investment opportunities for the Company and to manage and develop the Company’s investment portfolio if such default continues uncured for a period of 60 days after written notice thereof, which notice must contain a request that the same be remedied; (vii) the Manager is convicted (including a plea of nolo contendere) of a felony; or (viii) the departure of Mr. Jernigan from the senior management of the Manager, or the Company, during the term of the management agreement other than by reason of death or disability. The Manager may terminate the management agreement if the Company becomes required to register as an investment company under the 1940 Act, with such termination deemed to occur immediately before such event, in which case the Company would not be required to pay the Manager a termination fee. The Manager may also decline to renew the management agreement by providing the Company with 180 days’ written notice, in which case the Company would not be required to pay a termination fee. The management agreement provides for the Manager to earn a base management fee and an incentive fee. In addition, the Company will reimburse certain expenses of the Manager, excluding the salaries and cash bonuses of the Manager’s chief executive officer or chief financial officer, and half of the salary of the president and chief operating officer. Certain prepaid expenses and fixed assets are also purchased through the Manager and reimbursed by the Company. In the event that the Company terminates the management agreement per the terms of the agreement, other than for cause or the Company being required to register as an investment company, there will be a termination fee due to the Manager. Amounts reimbursable to the Manager for expenses totaled $ 0.8 1.3 Management Fees The Company does not intend to employ personnel. As a result, the Company will rely on the properties, resources and personnel of the Manager to conduct operations. The Company has agreed to pay the Manager a base management fee in an amount equal to 0.375 1.5 0.4 0.8 Incentive Fee The Manager is entitled to an incentive fee with respect to each fiscal quarter (or part thereof that the management agreement is in effect) in arrears in cash. The incentive fee will be an amount, not less than zero, determined pursuant to the following formula: IF = .20 times (A minus (B times .08)) minus C In the foregoing formula: • A equals our Core Earnings (as defined below) for the previous 12-month period; • B equals (i) the weighted average of the issue price per share of the Company’s common stock of all of its public offerings of common stock, multiplied by (ii) the weighted average number of all shares of common stock outstanding (including (i) any restricted stock units and any restricted shares of common stock in the previous 12-month period and (ii) shares of common stock issuable upon conversion of outstanding OP Units); and • C equals the sum of any incentive fees earned by the Manager with respect to the first three fiscal quarters of such previous 12-month period. Notwithstanding application of the incentive fee formula, no incentive fee shall be paid with respect to any fiscal quarter unless cumulative annual stockholder total return for the four most recently completed fiscal quarters is greater than 8 For purposes of calculating the incentive fee prior to the completion of a 12-month period following this offering, Core Earnings is calculated on the basis of the number of days that the management agreement has been in effect on an annualized basis. The Manager computes each quarterly installment of the incentive fee within 45 days after the end of the fiscal quarter with respect to which such installment is payable and promptly deliver such calculation to the Company’s Board of Directors. The amount of the installment shown in the calculation is due and payable no later than the date which is five business days after the date of delivery of such computation to the Board of Directors. The calculation generally will be reviewed by the Board of Directors at their regularly scheduled quarterly board meeting. As of September 30, 2015, the Manager has not earned an incentive fee. |
RESTRUCTURING COSTS
RESTRUCTURING COSTS | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 9. RESTRUCTURING COSTS On August 11, 2015, the Company’s Board of Directors approved consolidating its offices and moving the corporate headquarters to Memphis, Tennessee. In connection with the consolidation and moving of the Company’s headquarters, the Company added legal, accounting, loan administration and business development personnel in Memphis and closed its offices in Miami, Florida and Cleveland, Ohio. The consolidation was completed by the end of the third quarter. Restructuring costs reflected in the accompanying consolidated statements of operations relate primarily to one-time termination benefits. The Company recognizes these severance and other charges when the requirements of ASC 420 have been met regarding a plan of termination and when communication has been made to employees. There were also restructuring costs related to lease termination and fixed asset disposals. 0.2 Restructuring Restructuring Total cumulative costs liability at Restructuring costs liability at expected to be Cost Type December 31, 2014 costs incurred Cash payments Non-cash activity September 30, 2015 incurred Severance $ - $ 153 $ 56 $ - $ 97 $ 153 Fixed asset disposal - 33 - 33 - 33 Lease termination - 19 2 - 17 19 Other - 15 9 - 6 15 Total restructuring costs $ - $ 220 $ 67 $ 33 $ 120 $ 220 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. Other than those disclosed below, there have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the accompanying consolidated financial statements as of and for the three and nine months ended September 30, 2015. On November 10, 2015, the Company announced that its Board of Directors declared a cash dividend of $ 0.35 |
SIGNIFICANT ACCOUNTING POLICI17
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited interim consolidated financial statements include all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods included herein. Substantially all operations are conducted through the Operating Partnership, and all significant intercompany transactions and balances have been eliminated in consolidation. |
Correction Of Immaterial Error [Policy Text Block] | Correction of an Immaterial Error During the quarter ended September 30, 2015, the Company identified an immaterial error in its previously issued financial statements and footnotes for the three and six months ended June 30, 2015 related to the accounting treatment of certain of its loan investments. During the quarter ended June 30, 2015 (the quarter when operations commenced), the Company accounted for all loans using the amortized cost basis and a preferred equity investment using the equity method. During the quarter ended September 30, 2015, the Company further analyzed the documents and agreements governing its development property investment transactions. These development property investments consist of a 49.9% non-controlling Class B membership profits interest in a limited liability company which gives the Company the rights to a 49.9% interest in operating cash flows and sale profits from the financed projects. The Company determined, primarily due to its 49.9% Class B membership profits interests in limited liability companies, that it exercised significant influence over the financial and operating policies of the investees that owned such projects, thereby requiring equity method accounting for its Class B membership profits interests. Due to this, combined with certain other factors including the interest-only terms of the development property investments, the Company concluded that the development property investments, inclusive of any membership interest, should be treated as a single unit of account to which the equity method would apply. The guidance in the fair value option subsections of Accounting Standards Codification (“ASC”) 825, Financial Instruments The Company evaluated the error, both quantitatively and qualitatively, in accordance with ASC 250, Accounting Changes and Error Corrections 0.6 0.7 0.10 0.25 0.6 0.10 0.19 0.6 |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurement The Company carries certain financial instruments at fair value because it has elected to apply the fair value option on an instrument by instrument basis under ASC 825-10. As of December 31, 2014, the Company’s only financial instrument was cash. As of September 30, 2015, the Company’s financial instruments consisted of cash, development property investments (which are typically comprised of a first mortgage loan, a mezzanine loan, 49.9 Fair Value of Financial Instruments The following table presents the financial instruments measured at fair value on a recurring basis as of September 30, 2015: Fair Value Measurements Using Total Level 1 Level 2 Level 3 Development property investments $ 29,067 $ - $ - $ 29,067 Operating property loans 9,536 - - 9,536 Total investments $ 38,603 $ - $ - $ 38,603 Estimating fair value requires the use of judgment. The types of judgments involved depend upon the availability of observable market information. Management’s judgments include determining the appropriate valuation model to use, estimating unobservable inputs and applying valuation adjustments. See Note 4, Fair Value of Financial Instruments, |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents We consider cash, investments in money market accounts and certificates of deposit with original maturities of three months or less to be cash equivalents. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash The Company’s restricted cash balance at December 31, 2014 includes a customer due diligence deposit received in connection with a prospective loan. |
Equity Method Investments, Policy [Policy Text Block] | Equity Investments Investments in joint ventures and entities over which the Company exercises significant influence but not control are accounted for using the equity method. In accordance with ASC 825-10, the Company has elected the fair value option of accounting for its equity method investments, which consist of its development property investments. |
Policy Loans Receivable, Policy [Policy Text Block] | Loan Investments and Fair Value Option Election The Company has elected the fair value option of accounting for all of its loan investments, including those that are required under GAAP to be accounted for under the equity method, in order to provide better transparency into the Company’s revenues and value inherent in our equity participation in development projects. Changes in the fair value of these investments are recorded in change in fair value of investments within other income. All direct loan costs are charged to expense as incurred. A loan will be considered impaired when, based on current information and events, it is probable that the loan will not be collected according to the contractual terms of the loan agreement. Factors to be considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. |
Property, Plant and Equipment, Policy [Policy Text Block] | Fixed Assets Fixed assets are recorded at cost and consist of furniture, office and computer equipment, and software. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, which range from three to seven years. Depreciation expense is included in the “General and administrative expenses reimbursable to Manager” line item on the Consolidated Statements of Operations. Maintenance and repair costs are charged to expense as incurred. Upon sale or retirement, the asset cost and related accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is included in income. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition Interest income will accrue as earned on a simple interest basis. Accrual of interest will be discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of interest is doubtful. The Company will recognize income on impaired loans when they are placed into non-accrual status on a cash basis when the loans are both current and the collateral on the loan is sufficient to cover the outstanding obligation to the Company. If these factors do not exist, the Company will not recognize income on such loans. Accrued interest generally is reversed when a loan is placed on non-accrual status. The Company’s loan origination fees are accreted into interest income over the estimated life of the investment using the effective yield method. |
Offering Costs [Policy Text Block] | Offering Costs Underwriting commissions and offering costs incurred in connection with the Company’s stock offerings are reflected as a reduction of additional paid-in capital. Offering costs represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of the Company’s common stock. |
Origination Fees and Costs [Policy Text Block] | Organization Costs Costs incurred to organize the Company were expensed as incurred. |
Costs Associated with Exit or Disposal Activities or Restructurings, Policy [Policy Text Block] | Restructuring Costs Restructuring costs consist of severance and benefits costs, lease termination costs, and other costs incurred by the Company in conjunction with consolidating its offices and moving its corporate headquarters. The Company recognizes these severance and other charges when the requirements of ASC 420, Exit or Disposal Cost Obligations , All restructuring activities were completed during the quarter ended September 30, 2015. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company intends to elect to be taxed as a REIT and to comply with the related provisions of the Code commencing with its taxable year ending December 31, 2015. Accordingly, the Company will generally not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income and share ownership tests are met. The Company expects to have no taxable income prior to electing REIT status. To qualify as a REIT, the Company must annually distribute at least 90 |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share (“EPS”) Basic EPS includes only the weighted average number of common shares outstanding during the period. Diluted EPS includes the weighted average number of common shares and the dilutive effect of restricted stock and redeemable Operating Partnership units All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are treated as participating in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted EPS must be applied. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income For the three and nine months ended September 30, 2015, comprehensive income equaled net income; therefore, a separate consolidated statement of comprehensive income is not included in the accompanying consolidated financial statements. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting The Company does not evaluate performance on a relationship specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for reporting purposes in accordance with GAAP. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In January 2014, the FASB issued ASU 2014-04, ReceivablesTroubled Debt Restructurings by Creditors (Sub Topic 310-40)Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure. This ASU clarifies when an in substance repossession or foreclosure occurs and requires disclosure of the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. ASU 2014-04 is effective for annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on future results of operations or financial condition. In February 2015, the FASB issued guidance that requires an entity to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (1) Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) Eliminate the presumption that a general partner should consolidate a limited partnership; (3) Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; (4) Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. This guidance is effective for public business entities for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not expect adoption will have a material impact on its consolidated financial statements. In April 2015, the FASB issued guidance that simplifies presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability, consistent with debt discount or premiums. The recognition guidance for debt issuance costs are not affected by amendments in this update, which is effective for annual reporting periods beginning after December 15, 2015. The Company does not expect adoption will have a material impact on its consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI18
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table presents the financial instruments measured at fair value on a recurring basis as of September 30, 2015: Fair Value Measurements Using Total Level 1 Level 2 Level 3 Development property investments $ 29,067 $ - $ - $ 29,067 Operating property loans 9,536 - - 9,536 Total investments $ 38,603 $ - $ - $ 38,603 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Investments [Abstract] | |
Investment Holdings, Schedule of Investments [Table Text Block] | As of September 30, 2015, the aggregate committed principal amount of the Company’s investment portfolio was approximately $ 138.9 39.0 Closing Date Metropolitan Commitment Funded Unfunded Fair Value Development property investments: Loan investments with a profits interest: 4/21/2015 Orlando $ 5,333 $ 2,231 $ 3,102 $ 2,202 4/20/2015 Miami 13,867 1,868 11,999 1,737 5/14/2015 Miami 14,849 2,788 12,061 2,657 6/8/2015 Dallas 7,243 2,819 4,424 2,775 6/10/2015 Atlanta 8,132 3,625 4,507 3,607 6/19/2015 Tampa 5,369 2,308 3,061 2,283 6/26/2015 Atlanta 6,050 2,020 4,030 1,985 6/29/2015 Charlotte 7,624 532 7,092 981 7/2/2015 Milwaukee 7,650 2,458 5,192 2,407 7/31/2015 New Haven 6,930 780 6,150 744 8/10/2015 Pittsburgh 5,266 1,338 3,928 1,350 8/14/2015 Raleigh 8,998 954 8,044 868 9/25/2015 Fort Lauderdale 13,230 1,978 11,252 1,859 9/30/2015 Jacksonville 6,445 791 5,654 763 116,986 26,490 90,496 26,218 Construction loans: 8/5/2015 West Palm Beach 7,500 1,955 5,545 1,899 8/5/2015 Sarasota 4,792 986 3,806 950 12,292 2,941 9,351 2,849 Total 129,278 29,431 99,847 29,067 Operating property loans: 4/9/2015 Detroit 3,182 $ 3,182 - 3,165 6/19/2015 New Orleans 2,800 2,800 - 2,778 7/7/2015 Lehigh Valley 3,480 3,480 - 3,443 8/5/2015 Pittsburgh 150 150 - 150 Total 9,612 9,612 - 9,536 Total investments $ 138,890 $ 39,043 $ 99,847 $ 38,603 |
Schedule Of Changes In Fair Value Of Investments [Table Text Block] | The following table provides a reconciliation of the funded principal to the fair market value of investments at September 30, 2015: Funded principal $ 39,043 Adjustments: Unamortized origination fees (1,096) Change in fair value of investments 656 Fair value of investments $ 38,603 |
FAIR VALUE OF FINANCIAL INSTR20
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The table is not intended to be all-inclusive, but instead to capture the significant unobservable inputs relevant to the Company’s determination of fair values. As of September 30, 2015 Unobservable Inputs Asset Category Primary Valuation Input Estimated Range Weighted Development property investments Income approach analysis Market yields/ discount rate 7.62 - 9.04% 8.53 % Exit date 1.35 - 3.99 years Development property investments with a profits interest (a) Option pricing model Volatility 72.49 - 73.18% 72.86 % Exit date 3.56 - 3.99 years Operating property loans Income approach analysis Market yields/ discount rate 6.06 - 7.25% 6.81 % Exit date 5.59 - 6.84 years (a) The valuations for the development property investments with a profits interest do not differ from the development property investments without a profits interest. The development property investment with a profits interest only requires incremental valuation techniques to determine the value of the profits interest. Therefore this line only focuses on the profits interest valuation. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table presents changes in investments that use Level 3 inputs as of and for the nine months ended September 30, 2015: Nine months ended September 30, 2015 Balance as of December 31, 2014 $ - Net realized gains - Net unrealized gains 656 Fundings of principal, net of unamortized origination fees 37,508 Payment-in-kind interest 439 Net transfers in and/or out of Level 3 - Balance as of September 30, 2015 $ 38,603 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of changes in the Company’s restricted shares for the three and nine months ended September 30, 2015 is as follows: Three months ended Nine months ended September 30, 2015 September 30, 2015 Weighted Weighted Shares date fair value Shares date fair value Nonvested at beginning of period 110,000 $ 20.67 - $ - Granted 52,500 18.82 162,500 20.08 Vested - - - - Forfeited - - - - Nonvested at end of period 162,500 $ 20.08 162,500 $ 20.08 |
DIVIDENDS AND DISTRIBUTIONS (Ta
DIVIDENDS AND DISTRIBUTIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Dividends Payable [Table Text Block] | The following table summarizes the Company’s dividends declared during the nine months ended September 30, 2015: Date declared Record date Payment date Per share amount Total amount June 3, 2015 July 6, 2015 July 15, 2015 $ 0.35 $ 2,139 August 27, 2015 October 1, 2015 October 15, 2015 $ 0.35 $ 2,157 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended Nine months ended Numerator: Net loss $ (1,407) $ (2,112) Less: Dividends declared on unvested restricted shares (57) (95) Net loss attributable to common shareholders $ (1,464) $ (2,207) Denominator: Weighted-average number of common shares basic 6,000,000 4,000,330 Unvested restricted stock shares (1) - - Redeemable operating partnership units (2) - - Weighted-average number of common shares diluted 6,000,000 4,000,330 Net loss per share attributable to common stockholders $ (0.24) $ (0.55) (1) Anti-dilutive for the three and nine months ended September 30, 2015 (2) A termination fee (see Note 8) payable by the Operating Partnership ("OP") in OP units is anti-dilutive for the three and nine months ended September 30, 2015. The OP units, if issued, would be redeemable into common stock of the Company. |
RESTRUCTURING COSTS (Tables)
RESTRUCTURING COSTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | During the three and nine months ended September 30, 2015, the Company recorded $ 0.2 Restructuring Restructuring Total cumulative costs liability at Restructuring costs liability at expected to be Cost Type December 31, 2014 costs incurred Cash payments Non-cash activity September 30, 2015 incurred Severance $ - $ 153 $ 56 $ - $ 97 $ 153 Fixed asset disposal - 33 - 33 - 33 Lease termination - 19 2 - 17 19 Other - 15 9 - 6 15 Total restructuring costs $ - $ 220 $ 67 $ 33 $ 120 $ 220 |
SIGNIFICANT ACCOUNTING POLICI25
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Development property investments | $ 29,067 | $ 0 |
Operating property loans | 9,536 | $ 0 |
Total investments | 38,603 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Development property investments | 0 | |
Operating property loans | 0 | |
Total investments | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Development property investments | 0 | |
Operating property loans | 0 | |
Total investments | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Development property investments | 29,067 | |
Operating property loans | 9,536 | |
Total investments | $ 38,603 |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | |
Significant Accounting Policies [Line Items] | ||||
Percentage Of Taxable Income Distributed | 90.00% | |||
Quantifying Misstatement in Current Year Financial Statements, Amount | $ 0 | |||
Quantifying Misstatement In Current Year Financial Statements Per Share | $ 0 | |||
Unrealized Gain (Loss) on Investments, Total | $ 85,000 | $ 600,000 | $ 656,000 | |
Net Income (Loss) Attributable to Parent | $ (1,407,000) | $ (2,112,000) | ||
Earnings Per Share, Basic and Diluted, Total | $ (0.24) | $ (0.55) | ||
Increase Decrease In Net Loss Incurred | $ 600,000 | $ 600,000 | ||
Decrease In Basic Net Loss Per Share | $ 0.10 | |||
Decrease In Diluted Net Loss Per Share | $ 0.19 | |||
Scenario, Previously Reported [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ 600,000 | $ 700,000 | ||
Earnings Per Share, Basic and Diluted, Total | $ 0.10 | $ 0.25 | ||
Development Property Investment [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 49.90% | 49.90% |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule of Investments [Line Items] | ||
Commitment Amount | $ 138,890 | |
Funded Prinicpal | 39,043 | |
Unfunded Commitment | 99,847 | |
Development property investments, Fair Value | 29,067 | $ 0 |
Operating property loans, Fair Value | 9,536 | $ 0 |
Investments, Fair Value Disclosure, Total | 38,603 | |
Investments, Total | 39,043 | |
Operating Property Loan [Member] | ||
Schedule of Investments [Line Items] | ||
Commitment Amount | 9,612 | |
Unfunded Commitment | 0 | |
Loans Pledged as Collateral | 9,612 | |
Operating property loans, Fair Value | 9,536 | |
Development Property Investment [Member] | ||
Schedule of Investments [Line Items] | ||
Commitment Amount | 129,278 | |
Funded Prinicpal | 29,431 | |
Unfunded Commitment | 99,847 | |
Development property investments, Fair Value | 29,067 | |
Development Property Investment [Member] | Construction Loans [Member] | ||
Schedule of Investments [Line Items] | ||
Commitment Amount | 12,292 | |
Funded Prinicpal | 2,941 | |
Unfunded Commitment | 9,351 | |
Development property investments, Fair Value | 2,849 | |
Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Commitment Amount | 116,986 | |
Funded Prinicpal | 26,490 | |
Unfunded Commitment | 90,496 | |
Development property investments, Fair Value | $ 26,218 | |
Investment Portfolio One [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 4/21/2015 | |
Metropolitan Statistical Area (MSA) | Orlando | |
Commitment Amount | $ 5,333 | |
Funded Prinicpal | 2,231 | |
Unfunded Commitment | 3,102 | |
Development property investments, Fair Value | $ 2,202 | |
Investment Portfolio Two [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 4/20/2015 | |
Metropolitan Statistical Area (MSA) | Miami | |
Commitment Amount | $ 13,867 | |
Funded Prinicpal | 1,868 | |
Unfunded Commitment | 11,999 | |
Development property investments, Fair Value | $ 1,737 | |
Investment Portfolio Three [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 5/14/2015 | |
Metropolitan Statistical Area (MSA) | Miami | |
Commitment Amount | $ 14,849 | |
Funded Prinicpal | 2,788 | |
Unfunded Commitment | 12,061 | |
Development property investments, Fair Value | $ 2,657 | |
Investment Portfolio Four [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 6/8/2015 | |
Metropolitan Statistical Area (MSA) | Dallas | |
Commitment Amount | $ 7,243 | |
Funded Prinicpal | 2,819 | |
Unfunded Commitment | 4,424 | |
Development property investments, Fair Value | $ 2,775 | |
Investment Portfolio Five [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 6/10/2015 | |
Metropolitan Statistical Area (MSA) | Atlanta | |
Commitment Amount | $ 8,132 | |
Funded Prinicpal | 3,625 | |
Unfunded Commitment | 4,507 | |
Development property investments, Fair Value | $ 3,607 | |
Investment Portfolio Six [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 6/19/2015 | |
Metropolitan Statistical Area (MSA) | Tampa | |
Commitment Amount | $ 5,369 | |
Funded Prinicpal | 2,308 | |
Unfunded Commitment | 3,061 | |
Development property investments, Fair Value | $ 2,283 | |
Investment Portfolio Seven [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 6/26/2015 | |
Metropolitan Statistical Area (MSA) | Atlanta | |
Commitment Amount | $ 6,050 | |
Funded Prinicpal | 2,020 | |
Unfunded Commitment | 4,030 | |
Development property investments, Fair Value | $ 1,985 | |
Investment Portfolio Eight [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 6/29/2015 | |
Metropolitan Statistical Area (MSA) | Charlotte | |
Commitment Amount | $ 7,624 | |
Funded Prinicpal | 532 | |
Unfunded Commitment | 7,092 | |
Development property investments, Fair Value | $ 981 | |
Investment Portfolio Nine [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 7/2/2015 | |
Metropolitan Statistical Area (MSA) | Milwaukee | |
Commitment Amount | $ 7,650 | |
Funded Prinicpal | 2,458 | |
Unfunded Commitment | 5,192 | |
Development property investments, Fair Value | $ 2,407 | |
Investment Portfolio Ten [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 7/31/2015 | |
Metropolitan Statistical Area (MSA) | New Haven | |
Commitment Amount | $ 6,930 | |
Funded Prinicpal | 780 | |
Unfunded Commitment | 6,150 | |
Development property investments, Fair Value | $ 744 | |
Investment Portfolio Eleven [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 8/10/2015 | |
Metropolitan Statistical Area (MSA) | Pittsburgh | |
Commitment Amount | $ 5,266 | |
Funded Prinicpal | 1,338 | |
Unfunded Commitment | 3,928 | |
Development property investments, Fair Value | $ 1,350 | |
Investment Portfolio Twelve [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 8/14/2015 | |
Metropolitan Statistical Area (MSA) | Raleigh | |
Commitment Amount | $ 8,998 | |
Funded Prinicpal | 954 | |
Unfunded Commitment | 8,044 | |
Development property investments, Fair Value | $ 868 | |
Investment Portfolio Thirteen [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 9/25/2015 | |
Metropolitan Statistical Area (MSA) | Fort Lauderdale | |
Commitment Amount | $ 13,230 | |
Funded Prinicpal | 1,978 | |
Unfunded Commitment | 11,252 | |
Development property investments, Fair Value | $ 1,859 | |
Investment Portfolio Fourteen [Member] | Development Property Investment [Member] | Loan Investments With Profit Interest [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 9/30/2015 | |
Metropolitan Statistical Area (MSA) | Jacksonville | |
Commitment Amount | $ 6,445 | |
Funded Prinicpal | 791 | |
Unfunded Commitment | 5,654 | |
Development property investments, Fair Value | $ 763 | |
Investment Portfolio Fifteen [Member] | Development Property Investment [Member] | Construction Loans [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 8/5/2015 | |
Metropolitan Statistical Area (MSA) | West Palm Beach | |
Commitment Amount | $ 7,500 | |
Funded Prinicpal | 1,955 | |
Unfunded Commitment | 5,545 | |
Development property investments, Fair Value | $ 1,899 | |
Investment Portfolio Sixteen [Member] | Development Property Investment [Member] | Construction Loans [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 8/5/2015 | |
Metropolitan Statistical Area (MSA) | Sarasota | |
Commitment Amount | $ 4,792 | |
Funded Prinicpal | 986 | |
Unfunded Commitment | 3,806 | |
Development property investments, Fair Value | $ 950 | |
Investment Portfolio Seventeen [Member] | Operating Property Loan [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 4/9/2015 | |
Metropolitan Statistical Area (MSA) | Detroit | |
Commitment Amount | $ 3,182 | |
Unfunded Commitment | 0 | |
Loans Pledged as Collateral | 3,182 | |
Operating property loans, Fair Value | $ 3,165 | |
Investment Portfolio Eighteen [Member] | Operating Property Loan [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 6/19/2015 | |
Metropolitan Statistical Area (MSA) | New Orleans | |
Commitment Amount | $ 2,800 | |
Unfunded Commitment | 0 | |
Loans Pledged as Collateral | 2,800 | |
Operating property loans, Fair Value | $ 2,778 | |
Investment Portfolio Nineteen [Member] | Operating Property Loan [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 7/7/2015 | |
Metropolitan Statistical Area (MSA) | Lehigh Valley | |
Commitment Amount | $ 3,480 | |
Unfunded Commitment | 0 | |
Loans Pledged as Collateral | 3,480 | |
Operating property loans, Fair Value | $ 3,443 | |
Investment Portfolio Twenty [Member] | Operating Property Loan [Member] | ||
Schedule of Investments [Line Items] | ||
Closing Date | 8/5/2015 | |
Metropolitan Statistical Area (MSA) | Pittsburgh | |
Commitment Amount | $ 150 | |
Unfunded Commitment | 0 | |
Loans Pledged as Collateral | 150 | |
Operating property loans, Fair Value | $ 150 |
INVESTMENTS (Details 1)
INVESTMENTS (Details 1) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Schedule of Investments [Line Items] | |
Funded principal | $ 39,043 |
Adjustments: | |
Unamortized origination fees | (1,096) |
Change in fair value of investments | 656 |
Fair value of investments | $ 38,603 |
INVESTMENTS (Details Textual)
INVESTMENTS (Details Textual) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Schedule of Investments [Line Items] | |
Term Of Mortgage Loans Receivables | 72 months |
Investments, Total | $ 39,043 |
Construction Loans [Member] | |
Schedule of Investments [Line Items] | |
Term Of Mortgage Loans Receivables | 18 months |
Mortgage Loans on Real Estate, Interest Rate | 6.90% |
First Mortgage [Member] | |
Schedule of Investments [Line Items] | |
Equity Method Investment, Ownership Percentage | 49.90% |
Development Property Investment [Member] | |
Schedule of Investments [Line Items] | |
Equity Method Investment, Ownership Percentage | 49.90% |
Mortgage Loans on Real Estate, Interest Rate | 6.90% |
Development Property Investment [Member] | Maximum [Member] | |
Schedule of Investments [Line Items] | |
Equity Method Investments | $ 39,500 |
Development Property Investment [Member] | Minimum [Member] | |
Schedule of Investments [Line Items] | |
Equity Method Investments | $ 26,500 |
Operating Property Loans [Member] | |
Schedule of Investments [Line Items] | |
Term Of Mortgage Loans Receivables | 72 months |
Operating Property Loans [Member] | Maximum [Member] | |
Schedule of Investments [Line Items] | |
Mortgage Loans on Real Estate, Interest Rate | 6.90% |
Operating Property Loans [Member] | Minimum [Member] | |
Schedule of Investments [Line Items] | |
Mortgage Loans on Real Estate, Interest Rate | 5.85% |
Total Commitment [Member] | Maximum [Member] | |
Schedule of Investments [Line Items] | |
Investments, Total | $ 138,900 |
Total Commitment [Member] | Minimum [Member] | |
Schedule of Investments [Line Items] | |
Investments, Total | $ 39,000 |
FAIR VALUE OF FINANCIAL INSTR30
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Development Property Investment [Member] | Income approach analysis [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Measurements, Valuation Techniques | Market yields/ discount rate |
Development Property Investment [Member] | Minimum [Member] | Income approach analysis [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 7.62% |
Development Property Investment [Member] | Maximum [Member] | Income approach analysis [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 9.04% |
Development Property Investment [Member] | Weighted Average [Member] | Income approach analysis [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Inputs, Discount Rate | 8.53% |
Loan Investments With Profits Interest [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Measurements, Valuation Techniques | |
Loan Investments With Profits Interest [Member] | Option pricing model [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Measurements, Valuation Techniques | Volatility |
Loan Investments With Profits Interest [Member] | Minimum [Member] | Option pricing model [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 72.49% |
Fair Value Assumptions, Expected Term | 3 years 6 months 22 days |
Loan Investments With Profits Interest [Member] | Maximum [Member] | Option pricing model [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 73.18% |
Fair Value Assumptions, Expected Term | 3 years 11 months 26 days |
Loan Investments With Profits Interest [Member] | Weighted Average [Member] | Option pricing model [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Inputs, Discount Rate | 72.86% |
Operating Property Loans [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Measurements, Valuation Techniques | Exit date |
Operating Property Loans [Member] | Income approach analysis [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Measurements, Valuation Techniques | Market yields/ discount rate |
Operating Property Loans [Member] | Minimum [Member] | Income approach analysis [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 6.06% |
Fair Value Assumptions, Expected Term | 1 year 5 months 1 day |
Operating Property Loans [Member] | Maximum [Member] | Income approach analysis [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions, Expected Volatility Rate | 7.25% |
Fair Value Assumptions, Expected Term | 6 years 10 months 2 days |
Operating Property Loans [Member] | Weighted Average [Member] | Income approach analysis [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Inputs, Discount Rate | 6.81% |
FAIR VALUE OF FINANCIAL INSTR31
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance as of December 31, 2014 | $ 0 | $ 0 | |
Net realized gains | 0 | ||
Net unrealized gains | $ 85 | $ 600 | 656 |
Fundings of principal, net of unamortized origination fees | 37,508 | ||
Payment-in-kind interest | 439 | ||
Net transfers in and/or out of Level 3 | 0 | ||
Balance as of September 30, 2015 | $ 38,603 | $ 38,603 |
FAIR VALUE OF FINANCIAL INSTR32
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Textual) $ in Millions | Sep. 30, 2015USD ($) |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Investment Owned, Unrecognized Unrealized Appreciation (Depreciation), Net | $ 0.7 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Class of Stock [Line Items] | ||
Shares, Nonvested at beginning of period | 110,000 | 0 |
Shares, Granted | 52,500 | 162,500 |
Shares, Vested | 0 | 0 |
Shares, Forfeited | 0 | 0 |
Shares, Nonvested shares at end of period | 162,500 | 162,500 |
Weighted average grant date fair value, Nonvested at beginning of year | $ 20.67 | $ 0 |
Weighted average grant date fair value, Granted | 18.82 | 20.08 |
Weighted average grant date fair value, Vested | 0 | 0 |
Weighted average grant date fair value, Forfeited | 0 | 0 |
Weighted average grant date fair value, Nonvested shares at end of period | $ 20.08 | $ 20.08 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 15, 2015 | Apr. 30, 2015 | Oct. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Oct. 02, 2014 | Oct. 01, 2014 | |
Class of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 1,000 | 500,000,000 | ||||
Common Stock, Shares, Issued | 6,162,500 | 6,162,500 | 1,000 | |||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Capital | $ 1,000 | |||||||
Proceeds from Issuance Initial Public Offering | $ 93,000,000 | |||||||
Proceeds from Issuance of Common Stock | $ 110,391,000 | |||||||
Restricted Stock or Unit Expense | $ 100,000 | $ 200,000 | ||||||
Share Price | $ 17.46 | $ 17.46 | ||||||
Expected Restricted Stock or Unit Expense | $ 200,000 | |||||||
Restricted Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 52,500 | 162,500 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | 0 | ||||||
Restricted Stock [Member] | Share Based Compensation Award Tranche Four [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 20,000 | |||||||
Restricted Stock [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 40,833 | |||||||
Director [Member] | Restricted Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,500 | |||||||
2015 Equity Incentive Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 200,000 | |||||||
2015 Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 100,000 | 10,000 | ||||||
Founder [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from Issuance of Private Placement | $ 5,000,000 | |||||||
IPO [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares, Issued | 5,000,000 | |||||||
Private Placement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares, Issued | 250,000 | |||||||
Stock Issued During Period, Shares, New Issues | 250,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from Issuance of Common Stock | $ 14,000,000 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 5,750,000 | |||||||
Common Stock [Member] | IPO [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares, Issued | 1,000 | |||||||
Stock Issued During Period, Shares, New Issues | 1,000 | |||||||
Common Stock [Member] | Over-Allotment Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 750,000 |
DIVIDENDS AND DISTRIBUTIONS (De
DIVIDENDS AND DISTRIBUTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||
Dividends Payable | $ 2,157 | $ 0 |
Dividend Declared [Member] | ||
Class of Stock [Line Items] | ||
Dividends Payable, Date Declared | Jun. 3, 2015 | |
Dividends Payable, Date of Record | Jul. 6, 2015 | |
Dividends Payable, Date to be Paid | Jul. 15, 2015 | |
Dividends Payable, Amount Per Share | $ 0.35 | |
Dividends Payable | $ 2,139 | |
Dividend Declared One [Member] | ||
Class of Stock [Line Items] | ||
Dividends Payable, Date Declared | Aug. 27, 2015 | |
Dividends Payable, Date of Record | Oct. 1, 2015 | |
Dividends Payable, Date to be Paid | Oct. 15, 2015 | |
Dividends Payable, Amount Per Share | $ 0.35 | |
Dividends Payable | $ 2,157 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | ||
Numerator: | |||
Net loss | $ (1,407) | $ (2,112) | |
Less: Dividends declared on unvested restricted shares | (57) | (95) | |
Net loss attributable to common shareholders | $ (1,464) | $ (2,207) | |
Denominator: | |||
Weighted-average number of common shares - basic | 6,000,000 | 4,000,330 | |
Unvested restricted stock shares | [1] | 0 | 0 |
Redeemable operating partnership units | [2] | 0 | 0 |
Weighted-average number of common shares - diluted | 6,000,000 | 4,000,330 | |
Net loss per share attributable to common stockholders | $ (0.24) | $ (0.55) | |
[1] | Anti-dilutive for the three and nine months ended September 30, 2015 | ||
[2] | A termination fee (see Note 8) payable by the Operating Partnership ("OP") in OP units is anti-dilutive for the three and nine months ended September 30, 2015. The OP units, if issued, would be redeemable into common stock of the Company. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Apr. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | |
Related Party Transaction [Line Items] | |||
Annual Rate Of Interest | 1.50% | ||
Cumulative Annual Stockholder Total Return | 8.00% | ||
Percentage Of Base Management Fee | 0.375% | 0.375% | |
Expenses Reimbursed To Manager | $ 0.8 | $ 1.3 | |
Base Management Fee | 0.4 | $ 0.8 | |
Contract Termination Claims, Description | a termination fee equal to the greater of (i) three times the sum of the average annual Base Management Fee and Incentive Fee earned by the Manager during the 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination, or (ii) the offer price, which will be based on the lesser of (a) the Managers earnings before interest, taxes, depreciation and amortization (adjusted for unusual, extraordinary and non-recurring charges and expenses), or EBITDA annualized based on the most recent quarter ended, multiplied by a specific multiple, or EBITDA Multiple, depending on the Companys achieved total annual return, and (b) the Companys equity market capitalization multiplied by a specific percentage, or Capitalization Percentage, depending on the Companys achieved total return (the Internalization Price). | ||
Amortization of Other Deferred Charges | $ 0.2 | $ 0.3 | |
Private Placement [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 250,000 | ||
Founder [Member] | |||
Related Party Transaction [Line Items] | |||
Reimbursement Of Organization Costs | $ 0.1 | ||
Reimbursement Of Offering Costs | 0.1 | ||
Proceeds from Issuance of Private Placement | $ 5 |
RESTRUCTURING COSTS (Details)
RESTRUCTURING COSTS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs liability, Beginning Balance | $ 0 | |
Restructuring costs | $ 220 | 220 |
Cash payments | 67 | |
Non-cash activity | 33 | |
Restructuring costs liability, Ending Balance | 120 | 120 |
Total cumulative restructuring costs expected to be incurred | 220 | 220 |
Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs liability, Beginning Balance | 0 | |
Restructuring costs | 153 | |
Cash payments | 56 | |
Non-cash activity | 0 | |
Restructuring costs liability, Ending Balance | 97 | 97 |
Total cumulative restructuring costs expected to be incurred | 153 | 153 |
Fixed asset disposal | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs liability, Beginning Balance | 0 | |
Restructuring costs | 33 | |
Cash payments | 0 | |
Non-cash activity | 33 | |
Restructuring costs liability, Ending Balance | 0 | 0 |
Total cumulative restructuring costs expected to be incurred | 33 | 33 |
Lease termination | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs liability, Beginning Balance | 0 | |
Restructuring costs | 19 | |
Cash payments | 2 | |
Non-cash activity | 0 | |
Restructuring costs liability, Ending Balance | 17 | 17 |
Total cumulative restructuring costs expected to be incurred | 19 | 19 |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs liability, Beginning Balance | 0 | |
Restructuring costs | 15 | |
Cash payments | 9 | |
Non-cash activity | 0 | |
Restructuring costs liability, Ending Balance | 6 | 6 |
Total cumulative restructuring costs expected to be incurred | $ 15 | $ 15 |
RESTRUCTURING COSTS (Details Te
RESTRUCTURING COSTS (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges, Total | $ 220 | $ 220 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - $ / shares | Nov. 10, 2015 | Sep. 30, 2015 | Sep. 30, 2015 |
Subsequent Event [Line Items] | |||
Common Stock, Dividends, Per Share, Declared | $ 0.35 | $ 0.70 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common Stock, Dividends, Per Share, Declared | $ 0.35 |