Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 01, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Jernigan Capital, Inc. | |
Entity Central Index Key | 1,622,353 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | jcap | |
Entity Common Stock, Shares Outstanding | 14,567,071 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Cash and cash equivalents | $ 15,238 | $ 46,977 |
Development property investments at fair value, of which $60.6 million and $12.5 million of funded principal is pledged as collateral against the Company’s secured revolving credit facility and senior loan participation as of March 31, 2018 and December 31, 2017, respectively | 239,754 | 228,233 |
Bridge loan investments at fair value | 77,435 | |
Operating property loans at fair value, of which $6.0 million of funded principal is pledged as collateral against the Company's secured revolving credit facility as of March 31, 2018 | 5,885 | 5,938 |
Self-storage real estate owned, net | 60,459 | 15,355 |
Investment in and advances to real estate venture | 14,759 | 13,856 |
Other loans, at cost | 1,103 | 1,313 |
Deferred costs | 1,565 | 2,004 |
Prepaid expenses and other assets | 884 | 776 |
Fixed assets, net | 170 | 182 |
Total assets | 417,252 | 314,634 |
Liabilities: | ||
Senior loan participations | 732 | 718 |
Secured revolving credit facility | 30,000 | |
Due to Manager | 1,405 | 1,484 |
Accounts payable, accrued expenses and other liabilities | 3,155 | 1,138 |
Dividends payable | 8,652 | 5,474 |
Total liabilities | 43,944 | 8,814 |
Equity: | ||
Common stock, $0.01 par value, 500,000,000 shares authorized at March 31, 2018 and December 31, 2017; 14,447,043 and 14,429,055 issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 144 | 144 |
Additional paid-in capital | 277,194 | 276,814 |
Accumulated deficit | (12,199) | (8,902) |
Total equity | 373,308 | 305,820 |
Total liabilities and equity | 417,252 | 314,634 |
Series A Preferred Stock [Member] | ||
Equity: | ||
Preferred stock, $0.01 par value | 72,181 | 37,764 |
Total equity | 72,181 | $ 37,764 |
Series B Preferred Stock [Member] | ||
Equity: | ||
Preferred stock, $0.01 par value | 35,988 | |
Total equity | $ 35,988 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Securities held as collateral, at fair value | $ 60.6 | $ 59.9 |
Loans pledged as collateral | $ 6 | |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 14,447,043 | 14,429,055 |
Common stock, shares outstanding | 14,447,043 | 14,429,055 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 300,000 | 300,000 |
Preferred stock, dividend rate | 7.00% | 7.00% |
Preferred stock, shares issued | 75,000 | 40,000 |
Preferred stock, shares outstanding | 75,000 | 40,000 |
Preferred stock, liquidation preference value | $ 75 | $ 40 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | |
Preferred stock, shares authorized | 3,750,000 | |
Preferred stock, dividend rate | 7.00% | |
Preferred stock, shares issued | 1,500,000 | 0 |
Preferred stock, shares outstanding | 1,500,000 | 0 |
Preferred stock, liquidation preference value | $ 37.5 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Interest income from investments | $ 4,562 | $ 2,119 |
Rental and other property-related income from real estate owned | 623 | 63 |
Other revenues | 31 | 119 |
Total revenues | 5,216 | 2,301 |
Costs and expenses: | ||
General and administrative expenses | 1,818 | 1,578 |
Management fees to Manager | 1,304 | 630 |
Property operating expenses of real estate owned | 311 | 31 |
Depreciation and amortization of real estate owned | 702 | 24 |
Transaction and other expenses | 290 | |
Total costs and expenses | 4,425 | 2,263 |
Operating income (loss) | 791 | 38 |
Other income (expense): | ||
Equity in earnings from unconsolidated real estate venture | 550 | 422 |
Change in fair value of investments | 4,320 | 1,393 |
Interest expense | (416) | (204) |
Other interest income | 109 | 134 |
Total other income | 4,563 | 1,745 |
Net income | 5,354 | 1,783 |
Net income attributable to preferred stockholders | (3,595) | (546) |
Net income attributable to common stockholders | $ 1,759 | $ 1,237 |
Basic earnings per share attributable to common stockholders | $ 0.12 | $ 0.14 |
Diluted earnings per share attributable to common stockholders | 0.12 | 0.14 |
Dividends declared per share of common stock | $ 0.35 | $ 0.35 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Series A Preferred Stock [Member]Total Stockholders' Equity [Member] | Series A Preferred Stock [Member]Accumulated Deficit [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member]Total Stockholders' Equity [Member] | Series B Preferred Stock [Member]Accumulated Deficit [Member] | Series B Preferred Stock [Member] | Total Stockholders' Equity [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 9,448 | $ 168,362 | $ 90 | $ 162,664 | $ (3,840) | $ 168,362 | |||||
Balance (in shares) at Dec. 31, 2016 | 10,000 | 8,956,354 | |||||||||
Equity offering costs related to issuance of preferred stock | $ (2) | (2) | (2) | ||||||||
Stock dividend paid on preferred stock | 823 | 823 | 823 | ||||||||
Stock dividend paid on preferred stock (in Shares) | 41,353 | ||||||||||
At-the-market issuance of common stock, net of offering costs | (7) | (7) | (7) | ||||||||
Stock-based compensation | 292 | 292 | 292 | ||||||||
Dividends declared on preferred stock | (546) | (546) | (546) | ||||||||
Dividends declared on common stock | (3,149) | (3,149) | (3,149) | ||||||||
Net income | 1,783 | 1,783 | 1,783 | ||||||||
Balance at Mar. 31, 2017 | $ 9,446 | 167,556 | $ 90 | 163,772 | (5,752) | 167,556 | |||||
Balance (in shares) at Mar. 31, 2017 | 10,000 | 8,997,707 | |||||||||
Balance at Dec. 31, 2017 | $ 37,764 | 305,820 | $ 144 | 276,814 | (8,902) | 305,820 | |||||
Balance (in shares) at Dec. 31, 2017 | 40,000 | 14,429,055 | |||||||||
Stock dividend paid on preferred stock | 44 | 44 | 44 | ||||||||
Stock dividend paid on preferred stock (in Shares) | 2,222 | ||||||||||
Issuance of preferred stock, net of offering costs | $ 34,417 | $ 35,988 | 70,405 | 70,405 | |||||||
Issuance of preferred stock, net of offering costs (in shares) | 35,000 | 1,500,000 | |||||||||
Repurchase and retirement of shares related to vested restricted stock | (40) | (40) | (40) | ||||||||
Repurchase and retirement of shares related to vested restricted stock (in shares) | (2,234) | ||||||||||
Issuances of stock-based awards (in shares) | 18,000 | ||||||||||
Stock-based compensation | 376 | 376 | 376 | ||||||||
Dividends declared on preferred stock | $ (3,034) | $ (3,034) | $ (3,034) | $ (561) | $ (561) | $ (561) | |||||
Dividends declared on common stock | (5,056) | (5,056) | (5,056) | ||||||||
Net income | 5,354 | 5,354 | 5,354 | ||||||||
Balance at Mar. 31, 2018 | $ 72,181 | $ 35,988 | $ 373,308 | $ 144 | $ 277,194 | $ (12,199) | $ 373,308 | ||||
Balance (in shares) at Mar. 31, 2018 | 75,000 | 1,500,000 | 14,447,043 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Net income | $ 5,354 | $ 1,783 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Interest capitalized on outstanding loans | (4,013) | (1,476) |
Change in fair market value of investments | (4,320) | (1,393) |
Stock-based compensation | 376 | 292 |
Equity in earnings from unconsolidated self-storage real estate venture | (548) | (419) |
Return on investment from unconsolidated self-storage joint venture | 201 | 192 |
Depreciation and amortization | 719 | 38 |
Amortization of deferred financing costs | 177 | 2 |
Accretion of origination fees | (160) | (153) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (81) | 70 |
Due to Manager | (79) | (169) |
Accounts payable, accrued expenses, and other liabilities | 255 | 108 |
Net cash provided by (used in) operating activities | (2,119) | (1,125) |
Cash flows from investing activities | ||
Purchase of fixed assets | (6) | |
Purchase of self-storage real estate owned | (8,785) | (1,270) |
Capital contributions to unconsolidated self-storage real estate venture | (831) | (1,324) |
Advances to unconsolidated self-storage real estate venture | (6,516) | (11,564) |
Repayment of advances to unconsolidated self-storage real estate venture | 6,791 | 7,719 |
Origination fees received in cash | 1,167 | 1,129 |
Development property and bridge loan investments | (116,746) | (33,787) |
Funding of other loans | (325) | (8,152) |
Repayments of investment portfolio investments | 3 | 6,860 |
Repayments of other loans | 418 | 5,079 |
Net cash used in investing activities | (124,830) | (35,310) |
Cash flows from financing activities | ||
Cash received from Credit Facility, net of issuance costs | 29,901 | |
Senior loan participations | 717 | |
Deferred costs | (185) | (87) |
Stock repurchase | (40) | |
Costs related to the future issuance of common stock | (7) | |
Dividends paid on common stock | (5,051) | (3,134) |
Net cash provided by financing activities | 95,210 | (2,686) |
Net change in cash and cash equivalents | (31,739) | (39,121) |
Cash and cash equivalents at the beginning of the period | 46,977 | 67,373 |
Cash and cash equivalents at the end of the period | 15,238 | 28,252 |
Series A Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of preferred stock | 34,976 | (2) |
Dividends paid on preferred stock | (379) | $ (173) |
Series B Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of preferred stock | $ 35,988 |
ORGANIZATION AND FORMATION OF T
ORGANIZATION AND FORMATION OF THE COMPANY | 3 Months Ended |
Mar. 31, 2018 | |
ORGANIZATION AND FORMATION OF THE COMPANY [Abstract] | |
ORGANIZATION AND FORMATION OF THE COMPANY | 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 (the “IPO”) of its common stock, $0.01 par value per share (the “common stock”), on April 1, 2015 , and has used proceeds of the IPO and other capital sources 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 operating company, Jernigan Capital Operating Company, LLC (the “Operating Company”). The Company is externally managed by JCAP Advisors, LLC (the “Manager”). The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986 (the “Code”) , as amended. 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 | 3 Months Ended |
Mar. 31, 2018 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying interim consolidated financial statements include all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods included therein. Substantially all operations are conducted through the Operating Company, and all significant intercompany transactions and balances have been eliminated in consolidation. 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. Variable Interest Entities The Company invests in entities that may qualify as variable interest entities (“VIEs”). A VIE is a legal entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. Management bases the qualitative analysis on its review of the design of the entity, its organizational structure including allocation of decision-making authority and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. Management reassesses the initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. A VIE must be consolidated only by its primary beneficiary, which is defined as the party that, along with its affiliates and agents, has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. Management determines whether the Company is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; and consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the Company’s business activities and the other interests. Management reassesses the determination of whether the Company is the primary beneficiary of a VIE each reporting period. Equity Investments Investments in real estate ventures and entities over which the Company exercises significant influence but not control are accounted for using the equity method. In accordance with Accounting Standards Codification (“ASC”) 825, Financial Instruments (“ASC 825-10”), issued by the Financial Accounting Standards Board (“FASB”), the Company has elected the fair value option of accounting for its development property investments and bridge loan investments , which would otherwise be required to be accounted for under the equity method. The Company also holds an investment in a self-storage real estate venture that is accounted for under the equity method of accounting. Loan Investments and Election of Fair Value Option of Accounting for Certain Loan Investments The Company has elected the fair value option of accounting for all of its investment portfolio loan investments, including those that are required under GAAP to be accounted for under the equity method, in order to provide stockholders and others who rely on the Company’s financial statements with a more complete and accurate understanding of the Company’s economic performance including its revenues and value inherent in the Company’s 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. Each loan investment, including those recorded at cost and presented on the Consolidated Balance Sheets as other loans, is evaluated for impairment on a periodic basis. For loans carried at fair value, indicators of impairment are reflected in measurement of the loan. For loans that are carried at cost, the Company estimates an allowance for loan loss at each reporting date. In evaluating loan impairment, the Company also periodically evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower on a loan by loan basis. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the property. In addition, the Company considers the overall economic environment, real estate sector and geographic sub-market in which the borrower operates. 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. At March 31, 2018 and December 31, 2017 , there were no loans that were deemed to be impaired loans. Additionally, for loans recorded at cost, the Company determined that no allowance for loan loss was necessary at March 31, 2018 and December 31, 2017 . 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. The Company’s financial instruments consist of cash, development property investments and bridge loan investments (which are generally structured as first mortgages and a 49.9% Profits Interest in the project), operating property loans (loans secured by operating properties), the investment in self-storage real estate venture, other loans, receivables, the secured revolving Credit Facility (as defined below) , senior loan participation, and payables. The following table presents the financial instruments measured at fair value on a recurring basis at March 31, 2018 : Fair Value Measurements Using Total Level 1 Level 2 Level 3 Development property investments $ 239,754 $ - $ - $ 239,754 Bridge loan investments (1) 77,435 - - 77,435 Operating property loans 5,885 - - 5,885 Total investments $ 323,074 $ - $ - $ 323,074 The Company closed its first bridge loan investments o n March 2 , 2018. The following table presents the financial instruments measured at fair value on a recurring basis at December 31, 2017 : Fair Value Measurements Using Total Level 1 Level 2 Level 3 Development property investments $ 228,233 $ - $ - $ 228,233 Operating property loans 5,938 - - 5,938 Total investments $ 234,171 $ - $ - $ 234,171 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 , for additional disclosure on the valuation methodology and significant assumptions, as well as the election of the fair value option for certain financial instruments. Self-Storage Real Estate Owned Land is carried at historical cost. Building and improvements are carried at historical cost less accumulated depreciation and impairment losses. The cost primarily reflects the funded principal balance of the loan to the Company, net of unamortized origination fees, unrealized appreciation recognized as of the acquisition date, and the cash consideration paid and assumed liabilities, if applicable, to acquire the developer’s equity interest and portion of Profits Interest. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. The costs of building and improvements are generally depreciated using the straight-line method based on a useful life of 40 years. The Company expects that the majority of future self-storage facility acquisitions will be considered asset acquisitions, however the Company will evaluate each acquisition using Accounting Standards Update (“ASU”) 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business to determine whether accounting for a business combination or asset acquisition applies. When facilities are acquired, the cost is allocated to the tangible and intangible assets acquired and liabilities assumed based on relative fair values. Allocations to the individual assets and liabilities are based upon their relative fair values as estimated by management. In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities. The Company allocates a portion of the cost to an intangible asset attributable to the value of in-place leases. This intangible asset is amortized to expense over the expected remaining term of the respective leases, which is generally one year. Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date, no portion of the basis for an acquired property has been allocated to above- or below-market lease intangibles. To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent. The Company evaluates long-lived assets for impairment when events and circumstances, such as declines in occupancy and operating results, indicate that there may be an impairment. The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the facility’s basis is recoverable. If an asset’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset. There were no impairment losses recognized in accordance with these procedures during the three months ended March 31, 2018 and 2017 . Cash and Cash Equivalents Cash, investments in money market accounts and certificates of deposit with original maturities of three months or less are considered to be cash equivalents. The Company places its cash and cash equivalents primarily with three financial institutions, and the balance at each financial institution exceeds the Federal Deposit Insurance Corporation insurance limit of $250,000 per institution. Other Loans The Company’s other loans balance primarily includes principal balances for certain revolving loan agreements and short-term mortgage loans made by the Company in situations where it was determined that making such loans would benefit the Company’s primary business. As of March 31, 2018, t he Company had executed eight revolving loan agreements with an aggregate outstanding principal amount of $ 0 . 8 million. Seven of the agreements are with individuals who are owners of limited liability companies, one is with a limited liability company, and all are personally guaranteed. Seven of these borrowers are either directly or indirectly owners of certain of the Company’s development property investments . The revolving loans are typically unsecured but cross-defaulted against development loans. One of the revolving loans is guaranteed by a part owner of one of the Company’s development loan investments, and this guaranty is secured by a pledge of the owner’s membership interest in one of the Company’s development loan investments. The loans bear interest at 6.9 - 7.0% per annum and are due in full in three years. At December 31, 2017 , the Company had executed nine revolving loan agreements with an aggregate outstanding principal amount of $1. 0 million. These loans are accounted for under the cost method, and fair value approximates cost at March 31, 2018 and December 31, 2017 . None of these loans are in non-accrual status as of March 31, 2018 and December 31, 2017 . The Company determined that no allowance for loan loss was necessary at March 31, 2018 and December 31, 2017 . 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. Fixed assets are generally purchased by the Manager and the cost reimbursed by the Company. 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 Interest income is recognized as earned on a simple interest basis and is reported in interest income from investments in the Consolidated Statements of Operations. 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 term of the investment using the effective yield method. The operations of the self-storage real estate owned are managed by a third-party self-storage management company. All rental leases are operating leases, and rental income is recognized in accordance with the terms of the leases, which generally are month to month. Debt Issuance Costs Costs related to the issuance of a debt instrument are deferred and amortized as interest expense over the estimated life of the related debt instrument using the straight-line method, which approximates the effective interest method. If a debt instrument is repurchased prior to its original maturity date, the Company evaluates both the unamortized balance of debt issuance costs as well as any new debt issuance costs, including third party fees, to determine if the costs should be written off to interest expense or, if significant, included in “loss on modification or extinguishment of debt” in the Consolidated Statements of Operations. Debt issuance costs related to the sale of senior participations are presented in the Consolidated Balance Sheets as a deduction from the carrying amount of the principal balance. Debt issuance costs related to the revolving Credit Facility are presented in the Consolidated Balance Sheets as Deferred Costs. Offering and Registration Costs Offering and registration costs represent underwriting discounts and commissions, professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of the Company’s securities. Offering and registration costs incurred in connection with the Company’s common stock offerings are reflected as a reduction of additional paid-in capital. On July 27, 2016, the Company entered into a Purchase Agreement (as defined in Note 8 , Stockholders’ Equity ) which requires the Company to issue and sell a minimum of $50.0 million of Series A Preferred Stock by July 27, 2018. The Company incurred $2.8 million of preferred stock offering costs in conjunction with the execution of the Purchase Agreement. Such costs are presented as deferred costs on the Consolidated Balance Sheets until such time as Series A Preferred Stock is issued. A pro rata portion of such deferred costs, based upon the ratio of the amount issued to the $50.0 million minimum issuance of Series A Preferred Stock, is reclassified to cumulative preferred stock upon each issuance of the Series A Preferred Stock. Of the $2.8 million of offering costs incurred, none and $0.6 million is in deferred costs on the Consolidated Balance Sheets at March 31, 2018 and December 31, 2017, respectively, and $2.8 million and $2.2 million has reduced the cumulative preferred stock balance on the Consolidated Balance Sheets at March 31, 2018 and December 31, 2017, respectively. Income Taxes The Company has elected to be taxed as a REIT and to comply with the related provisions of the Code. 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. To qualify as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. 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, accrued stock dividends, and redeemable Operating Company units when such instruments are dilutive. 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 For the three months ended March 31, 2018 and 2017 , comprehensive income equaled net income; therefore, separate Consolidated Statements of Comprehensive Income are not included in the accompanying interim consolidated financial statements. 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. Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01 which provides guidance on whether transactions should be accounted for as acquisitions or disposals of assets or businesses. Specifically, when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set of assets is not a business. Additionally, ASU 2017-01 also provides other guidance providing a more robust framework to use in determining whether a set of assets and activities is a business. Upon adoption of the new guidance, the Company expects that the majority of future self-storage facility acquisitions will now be considered asset acquisitions . This guidance is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. The Company adopted ASU 2017-01 for new acquisitions beginning on July 1, 2017. The costs related to the acquisitions of self-storage facilities that qualify as asset acquisitions will be capitalized as part of the purchase. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU provides guidance on the classification of certain cash receipts and payments in the statement of cash flows (defined in the ASU as “cash flow issues”), including distributions received from equity method investees. This guidance is effective for public business entities for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption being allowed. The Company has elected to early adopt effective October 1, 2017 on a retrospective basis as required. The Company has concluded that the new accounting guidance does not impact its current classification of distributions received from equity method investees as an operating activity in its Consolidated Statements of Cash Flows. The Company further considered its components of cash flows under the cash flow issue “Separately Identifiable Cash Flow and Applicable of the Predominance Principle,” which addresses certain cash receipts and cash payments that may have aspects of more than one class of cash flows. In the absence of specific GAAP guidance, the Company evaluated its cash flows from origination fees received in cash, which have been historically presented as operating cash flows, on the basis of the nature of the underlying cash flows. The Company concluded that the origination fees are related to the origination of loans and the funding of our investment portfolio for which the associated cash flows are presented as investing activities. As a result, $1.1 million of origination fees received in cash for the three months ended March 31, 2017, have been retrospectively presented as an investment activity in the Consolidated Statements of Cash Flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This guidance is effective for public business entities for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption being allowed as of the fiscal years beginning after December 15, 2018. The Company is currently assessing the impact this new accounting guidance will have on its consolidated financial statements; however, the Company does not expect the new accounting guidance to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is the final standard on accounting for leases. The most significant change for lessees is the requirement under the new guidance to recognize right-of-use assets and lease liabilities for all leases not considered short term leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. The Company does have rental income from month-to-month self-storage leases within the scope of ASU 2016-02. The Company does not have material amounts of rental or lease expense. The amendments in ASU 2016-02 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the impact this new accounting guidance will have on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2017. This ASU outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. Several ASUs expanding and clarifying the initial guidance issued in ASU 2014-09 have been released since May 2014. The Company adopted the ASU effective January 1, 2018. The Company has evaluated all applicable contracts and revenue streams and has concluded that the adoption does not have an effect on its consolidated financial statements, primarily due to the new guidance not applying to revenue associated with loans or derived from lease contracts. Consolidated Statements of Cash Flows - Supplemental Disclosures The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows: Three months ended March 31, 2018 2017 Supplemental disclosure of cash flow information: Interest paid $ 114 $ 153 Supplemental disclosure of non-cash investing and financing activities: Stock dividend paid on preferred stock $ 44 $ 823 Dividends declared, but not paid, on preferred stock 3,595 546 Dividends declared, but not paid, on common stock 5,056 3,149 Reclassification of self-storage real estate owned 35,281 6,041 Assumed liabilities with acquisition of self-storage real estate owned 1,306 - Other loans paid off with issuance of development property investments 117 - Reclassification of deferred costs to cumulative preferred stock 559 - |
SELF-STORAGE INVESTMENT PORTFOL
SELF-STORAGE INVESTMENT PORTFOLIO | 3 Months Ended |
Mar. 31, 2018 | |
SELF-STORAGE INVESTMENT PORTFOLIO [Abstract] | |
SELF-STORAGE INVESTMENT PORTFOLIO | 3. SELF-STORAGE INVESTMENT PORTFOLIO The Company’s self-storage investments at March 3 1 , 201 8 consisted of the following: Investments reported at fair value Development Property Investments - The Company had 42 investments totaling an aggregate committed principal amount of approximately $499.1 million to finance the ground-up construction of, or conversion of existing buildings into self-storage facilities. Each development property investment is funded as the developer constructs the project and is typically comprised of a first mortgage and a 49.9% Profits Interest to the Company . The loans are secured by first priority mortgages or deeds of trust on the projects and, in certain cases, first priority security interests in the membership interests of the owners of the projects. Loans comprising development property investments are non-recourse with customary carve-outs and subject to completion guaranties, are interest-only with a fixed interest rate of typically 6.9% per annum and typically have a term of 72 months . Also i ncluded in development property investments as of March 31, 201 8 was one construction loan with a committed principal amount of approximately $17.7 million and an initial term of 18 months that was extended during the first quarter of 2017 and in 2018 . This construction loan is interest-only at a fixed interest rate of 6.9% per annum, has no equity participation and is secured by a first priority mortgage on the project. The self-storage facility under construction is subject to a purchase and sale agreement between the developer and a third-party purchaser pursuant to which the financed project is anticipated to be sold and the loan repaid on or about the time a certificate of occupancy is issued for the financed self-storage facility, which is expected in the second quarter of 2018. Bridge Loan Investments - As of March 31, 201 8, the Company had five bridge loan investments with a n aggregate committed principal amount of approximately $ 83.3 million . Three bridge loans amounting to an aggregate principal amount of $47.1 million are secured by first priority mortgages on self-storage properties with an aggregate of over 203,000 net rentable square feet that were completed and began lease up in 2016, which loans bear interest at an annual rate of 6.9% , payable monthly. The Company has a 49.9% Profits Interest in these three properties. Two bridge loans aggregating a committed principal amount of $ 36.2 million are secured by first priority mortgages on two newly-completed self-storage properties with an expected aggregate of over 160,000 net rentable square feet , which loans will bear interest at an annual rate of 9.5% , with 6.5% payable monthly and 3.0% accruing and payab le upon maturity of the loan. The Company als o has a 49.9% Profits Interest, after the other members of the borrower receive $1.0 million of preferential payments per loan. All five loans will mature five years from the date of closing, with the borrower having two extension options for one year each . Operating P roperty L oans - The Company had two term loans totaling $6.0 million of aggregate committed principal amount, the proceeds of which were used by borrowers to finance the acquisition of, refinance existing indebtedness on, or recapitalize operating self-storage facilities. These loans are secured by first mortgages on the projects financed, are interest-only with fixed interest rates ranging from 5.85% to 6.9% per annum, and generally have a term of 72 months . As of March 31, 2018 , the aggregate committed principal amount of the Company’s development property investments, bridge loan investments and operating property loans was approximately $606.1 million and outstanding principal was $309.1 million, as described in more detail in the table below: Metropolitan Remaining Statistical Area Total Investment Funded Unfunded Closing Date ("MSA") Commitment Investment (1) Commitment Fair Value Development property investments (includes a profits interest): 6/19/2015 Tampa 1 (2) $ 5,369 $ 5,285 $ 84 $ 5,956 6/29/2015 Charlotte 1 (2) 7,624 7,320 304 10,242 7/2/2015 Milwaukee (2) 7,650 7,641 9 9,283 7/31/2015 New Haven (2) 6,930 6,563 367 8,123 8/14/2015 Raleigh (2) 8,792 7,320 1,472 7,893 10/27/2015 Austin (2) 8,658 7,422 1,236 8,821 9/20/2016 Charlotte 2 (3) 12,888 7,448 5,440 8,196 11/17/2016 Jacksonville 2 (2) 7,530 5,437 2,093 6,689 1/4/2017 New York City 1 (2) 16,117 15,591 526 19,995 1/18/2017 Atlanta 3 14,115 2,886 11,229 2,698 1/31/2017 Atlanta 4 (3) 13,678 8,556 5,122 9,107 2/24/2017 Orlando 3 (3) 8,056 4,565 3,491 5,210 2/24/2017 New Orleans 12,549 2,115 10,434 1,934 2/27/2017 Atlanta 5 17,492 6,146 11,346 5,882 3/1/2017 Fort Lauderdale 9,952 1,948 8,004 1,860 3/1/2017 Houston 13,630 4,529 9,101 4,388 4/14/2017 Louisville 1 (3) 8,523 4,008 4,515 4,471 4/20/2017 Denver 1 9,806 2,500 7,306 2,406 4/20/2017 Denver 2 (3) 11,164 6,947 4,217 7,746 5/2/2017 Atlanta 6 (3) 12,543 6,310 6,233 6,558 5/2/2017 Tampa 2 8,091 1,610 6,481 1,524 5/19/2017 Tampa 3 9,224 2,578 6,646 2,478 6/12/2017 Tampa 4 (3) 10,266 3,697 6,569 3,821 6/19/2017 Baltimore (4) 10,775 4,410 6,365 4,194 6/28/2017 Knoxville 9,115 2,738 6,377 2,642 6/29/2017 Boston 1 (3) 14,103 7,453 6,650 8,109 6/30/2017 New York City 2 (4) 26,482 18,657 7,825 18,093 7/27/2017 Jacksonville 3 (3) 8,096 2,658 5,438 2,640 8/30/2017 Orlando 4 9,037 2,446 6,591 2,335 9/14/2017 Los Angeles 28,750 7,695 21,055 7,472 9/14/2017 Miami 1 14,657 6,429 8,228 6,268 9/28/2017 Louisville 2 9,940 3,241 6,699 3,129 10/12/2017 Miami 2 (4) 9,459 1,038 8,421 837 10/30/2017 New York City 3 (4) 14,701 3,557 11,144 3,237 11/16/2017 Miami 3 (4) 20,168 3,773 16,395 3,332 11/21/2017 Minneapolis 1 12,674 1,202 11,472 1,065 12/1/2017 Boston 2 8,771 1,661 7,110 1,568 12/15/2017 New York City 4 10,591 1,000 9,591 887 12/27/2017 Boston 3 10,174 2,398 7,776 2,295 12/28/2017 New York City 5 16,073 4,765 11,308 4,612 2/8/2018 Minneapolis 2 10,543 4,599 5,944 4,534 3/30/2018 Philadelphia (4) 14,338 2,787 11,551 2,508 $ 499,094 $ 210,929 $ 288,165 $ 225,038 Construction loans: 12/23/2015 Miami 17,733 14,838 2,895 14,716 $ 17,733 $ 14,838 $ 2,895 $ 14,716 Total development property investments $ 516,827 $ 225,767 $ 291,060 $ 239,754 Bridge loan investments (includes a profits interest): 3/2/2018 Miami 4 (2) 20,201 19,293 908 20,461 3/2/2018 Miami 5 (3)(4) 17,738 15,734 2,004 13,637 3/2/2018 Miami 6 (2) 13,370 13,161 209 16,691 3/2/2018 Miami 7 (2)(4) 18,462 16,366 2,096 14,465 3/2/2018 Miami 8 (2) 13,553 12,792 761 12,181 Total bridge loan investments $ 83,324 $ 77,346 $ 5,978 $ 77,435 Operating property loans: 7/7/2015 Newark 3,480 3,480 - 3,415 12/22/2015 Chicago 2,502 2,500 2 2,470 Total operating property loans $ 5,982 $ 5,980 $ 2 $ 5,885 Total investments reported at fair value $ 606,133 $ 309,093 $ 297,040 $ 323,074 (1) Represents principal balance of loan gross of origination fees. (2) Facility had received certificate of occupancy as of March 31, 2018. See Note 4, Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. (3) Facility had achieved at least 40% construction completion but had not received certificate of occupancy as of March 31, 2018. See Note 4, Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. (4) These investments contain a higher loan-to-cost ratio and a higher interest rate, some of which interest is payment-in-kind (“PIK”) interest. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. The following table provides a reconciliation of the funded principal to the fair market value of investments at March 31, 2018 : Funded principal $ 309,093 Adjustments: Unamortized origination fees (5,994) Change in fair value of investments 20,059 Other (84) Fair value of investments $ 323,074 As of December 31, 2017 , the aggregate committed principal amount of the Company’s development property investments and operating property loans was approximately $ 523 . 8 million and outstanding principal was $ 213 . 1 million, as described in more detail in the table below: Metropolitan Remaining Statistical Area Total Investment Funded Unfunded Closing Date ("MSA") Commitment Investment (1) Commitment Fair Value Development property investments (includes a profits interest): 6/10/2015 Atlanta 1 (2)(5) $ 8,132 $ 8,086 $ 46 $ 10,741 6/19/2015 Tampa 1 (2) 5,369 5,285 84 6,012 6/26/2015 Atlanta 2 (2)(5) 6,050 5,769 281 8,631 6/29/2015 Charlotte 1 (2) 7,624 7,251 373 10,363 7/2/2015 Milwaukee (2) 7,650 7,512 138 8,994 7/31/2015 New Haven (2) 6,930 6,524 406 8,231 8/10/2015 Pittsburgh (2)(5) 5,266 4,798 468 6,774 8/14/2015 Raleigh (3) 8,792 5,550 3,242 5,889 9/30/2015 Jacksonville 1 (2)(5) 6,445 5,988 457 8,913 10/27/2015 Austin (2) 8,658 7,297 1,361 8,782 9/20/2016 Charlotte 2 (3) 12,888 5,453 7,435 5,686 11/17/2016 Jacksonville 2 (3) 7,530 4,971 2,559 5,818 1/4/2017 New York City 1 (2) 16,117 14,914 1,203 18,892 1/18/2017 Atlanta 3 14,115 2,393 11,722 2,236 1/31/2017 Atlanta 4 (3) 13,678 7,040 6,638 7,147 2/24/2017 Orlando 3 (3) 8,056 3,144 4,912 3,335 2/24/2017 New Orleans 12,549 677 11,872 553 2/27/2017 Atlanta 5 17,492 4,971 12,521 4,739 3/1/2017 Fort Lauderdale 9,952 1,128 8,824 1,043 3/1/2017 Houston 13,630 3,633 9,997 3,547 4/14/2017 Louisville 1 (3) 8,523 2,932 5,591 3,083 4/20/2017 Denver 1 9,806 1,940 7,866 1,849 4/20/2017 Denver 2 (3) 11,164 5,442 5,722 5,849 5/2/2017 Atlanta 6 12,543 4,344 8,199 4,262 5/2/2017 Tampa 2 8,091 1,086 7,005 1,010 5/19/2017 Tampa 3 9,224 1,422 7,802 1,335 6/12/2017 Tampa 4 10,266 1,847 8,419 1,752 6/19/2017 Baltimore (4) 10,775 3,315 7,460 3,115 6/28/2017 Knoxville 9,115 1,351 7,764 1,265 6/29/2017 Boston 1 (3) 14,103 4,978 9,125 4,914 6/30/2017 New York City 2 (4) 26,482 18,042 8,440 17,576 7/27/2017 Jacksonville 3 8,096 1,134 6,962 1,053 8/30/2017 Orlando 4 9,037 2,059 6,978 1,960 9/14/2017 Los Angeles 28,750 7,533 21,217 7,398 9/14/2017 Miami 1 14,657 5,862 8,795 5,725 9/28/2017 Louisville 2 9,940 1,864 8,076 1,762 10/12/2017 Miami 2 (4) 9,459 1,014 8,445 820 10/30/2017 New York City 3 (4) 14,701 2,595 12,106 2,294 11/16/2017 Miami 3 (4) 20,168 3,508 16,660 3,099 11/21/2017 Minneapolis 1 12,674 1,150 11,524 1,023 12/1/2017 Boston 2 8,771 1,306 7,465 1,220 12/15/2017 New York City 4 10,591 927 9,664 823 12/27/2017 Boston 3 10,174 2,259 7,915 2,169 12/28/2017 New York City 5 16,073 4,303 11,770 4,178 $ 500,106 $ 194,597 $ 305,509 $ 215,860 Construction loans: 12/23/2015 Miami 17,733 12,492 5,241 12,373 $ 17,733 $ 12,492 $ 5,241 $ 12,373 Total development property investments 517,839 $ 207,089 $ 310,750 $ 228,233 Operating property loans: 7/7/2015 Newark 3,480 3,480 - 3,447 12/22/2015 Chicago 2,502 2,500 2 2,491 Total operating property loans $ 5,982 $ 5,980 $ 2 $ 5,938 Total investments reported at fair value $ 523,821 $ 213,069 $ 310,752 $ 234,171 (1) Represents principal balance of loan gross of origination fees. (2) Facility had received certificate of occupancy as of December 31, 2017. See Note 4 , Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. (3) Facility had achieved at least 40% construction completion but had not received certificate of occupancy as of December 31, 2017. See Note 4 , Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. (4) These investments contain a higher loan-to-cost ratio and a higher interest rate, some of which interest is payment-in-kind (“PIK”) interest. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. (5) During the first quarter of 2018, we purchased our partner’s 50.1% Profits Interest in these investments. The following table provides a reconciliation of the funded principal to the fair market value of investments at December 31, 2017 : Funded principal $ 213,069 Adjustments: Unamortized origination fees (5,081) Change in fair value of investments 26,267 Other (84) Fair value of investments $ 234,171 The Company has elected the fair value option of accounting for all of its investment portfolio investments in order to provide stockholders and others who rely on the Company’s financial statements with a more complete and accurate understanding of the Company’s economic performance, including its revenues and value inherent in its equity participation in development projects. See Note 4, Fair Value of Financial Instruments , for additional disclosure on the valuation methodology and significant assumptions. No loans were in non-accrual status as of March 31, 2018 and December 31, 2017 . All of the Company’s development property investments and bridge loan investments with a Profits Interest would have been accounted for under the equity method had the Company not elected the fair value option. For these development property investments and bridge loan investments with a Profits Interest, the assets and liabilities of the equity method investees approximated $327.3 million and $288.3 million, respectively, at March 31, 2018 and approximated $234.7 million and $194.4 million, respectively, at December 31, 2017 . The se investees had revenues and net operating income of $0 . 8 million and $0.1 million, respectively, for the three months ended March 31, 2018 and revenues and a net operating loss of $0.4 million and $0.4 million, respectively, for the three months ended March 31, 2017 . For the three months ended March 31, 2018 , the total income (interest income and change in fair value) from two bridge loan investment s with a Profits Interest exceeded 20% of the Company’s net income. The Company recorded total income for the three months ended March 31, 2018 of $1.4 million and $3.8 million from the Miami 4 MSA and Miami 6 MSA bridge loan investment s with a Profits Interest , respectively . For 14 of the Company’s developme nt property investments with a Profits I nterest, an investor has an option to put its interest to the Company upon the event of default of the underlying property loans. The put, if exercised, requires the Company to purchase the member’s interest at the original purchase price plus a yield of 4.5% on such purchase price . The Company concluded that the likelihood of loss is remote and assigned no value to these put provisions as of March 31, 2018 and December 31, 2017. Investments reported at cost 2018 Activity On January 1 0, 2018, the Company purchased 100% of the Class A membership units of the limited liability company that owned the Jacksonville 1 development property investment with a Profits Interest for $ 2.7 million. Accordingly, as of January 10 , 201 8 , t he Company wholly owns and consolidates th is investment in the accompanying consolidated financial statements. On February 2 , 2018, the Company purchased 100% of the Class A membership units of the limited liability compan ies that owned the Atlanta 1 and Atlanta 2 development property investment s with a Profits Interest for $ 2.4 million and $3.0 million, respectively . Accordingly, as of February 2 , 201 8 , the Com pany wholly owns and consolidates th ese investment s in the accompanying consolidated financial statements. On February 20, 2018, the Company purchased 100% of the Class A membership units of the limited liability company that owned the Pittsburgh development property investment with a Profits Interest for $0.9 million and assumed liabilities of $1.3 million . Accordingly, as of February 20 , 201 8 , t he Company wholly owns and consolidates th is investment in the accompanying consolidated financial statements. 2017 Activity On February 3, 2017, the Company purchased 50% of the economic rights of the Class A membership units of a limited liability company that owned the Orlando 1 development property investment with a Profits Interest for $1.3 million and increased its Profits Interest on this development property investment from 49.9% to 74.9% . The Class A member retained all management and voting rights in the limited liability company. Previously, the Company accounted for this investment as an equity method investment. Because the Company was entitled to greater than 50% of the residual profits from the investment, the Company accounted for this investment as a real estate investment in its consolidated financial statements in accordance with ASC 310, Receivables (“ASC 310”). On August 9, 2017, the Company purchased the remaining 50% of the economic rights of the Class A membership units of a limited liability company that owned the Orlando 1 development property investment with a Profits Interest and 100% of the economic rights of the Class A membership units of a limited liability company that owns the Orlando 2 development property investment with a Profits Interest for $1.6 million and increased its Profits Interest on these development property investment from 74.9% to 100% and 49.9% to 100% , respectively. The Orlando 2 investment is an additional phase to the Orlando 1 investment that is being operated as one self-storage facility. The Company now owns all management and voting rights in the limited liability companies. Previously, the Company accounted for the Orlando 1 investment as a real estate investment and the Orlando 2 investment as an equity method investment. Because the Company is now entitled to greater than 50% of the residual profits from the Orlando 2 investment, the Company accounts for this investment as a real estate investment in its consolidated financial statements. The Company will continue to account for the Orlando 1 investment as a real estate investment. Accordingly, as of August 9, 2017, th e Company wholly owns and consolidates these investments in the accompanying consolidated financial statements. The Company evaluated th e 2018 and 2017 purchase s under ASU 2017-01 and concluded that the transaction s consisted of a single identifiable asset that represents substantially all of the fair value of the gross assets acquired. Therefore, th ese transaction s do not constitute the purchase of a business and ha ve been treated as asset acquisition s . In accordance with ASU 2017-01, as of the respective acquisition dates , the Company’s basis in the self-storage real estate owned is recorded at cost (equal to the cash consideration paid , assumed liabilities, if applicable, and the funded loan balance, net of unamortized origination fees), plus unrealized gains recorded at the date of acquisition . The allocation to the basis of the assets acquired is based on their relative fair values. The following table shows the Company’s basis as of the date of acquisition for the facilities acquired during the three months ended March 31, 2018: Jacksonville 1 Atlanta 1 Atlanta 2 Pittsburgh Totals Funded principal balance, net of unamortized origination fees $ 5,966 $ 8,084 $ 5,766 $ 4,938 $ 24,754 Unrealized appreciation on investments 2,947 2,704 2,900 1,976 10,527 Cash consideration, inclusive of transaction costs (1) 2,625 2,342 2,960 1,076 9,003 Assumed liabilities - - - 1,306 1,306 Net property working capital acquired 95 41 40 40 216 Total cost basis $ 11,633 $ 13,171 $ 11,666 $ 9,336 $ 45,806 (1) Includes $218 thousand of transaction costs incurred but not yet paid as of March 31, 2018. The following table shows the Company’s basis as of the date of acquisition for the facility acquired during the year ended December 31, 2017: Funded principal balance, net of unamortized origination fees $ 9,139 Unrealized appreciation on investments 3,780 Cash consideration, inclusive of transaction costs 2,856 Net property working capital acquired 52 Total cost basis $ 15,827 The following table shows the impact of these real estate investments on the Company’s accompanying Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Cash and cash equivalents $ 617 $ 121 Prepaid expenses and other assets 136 2 Land 8,181 1,505 Building and improvements 51,229 13,720 In-place leases 2,223 602 Accumulated depreciation and amortization (1,174) (472) Self-storage real estate owned $ 60,459 $ 15,355 Accounts payable, accrued expenses and other liabilities $ 1,601 $ 67 The following table shows the impact of these real estate investments on the Company’s accompanying Consolidated Statement of Operations for the three months ended March 31, 2018 and 2017: Three months ended Three months ended March 31, 2018 March 31, 2017 Rental and other property-related income from real estate owned $ 623 $ 63 Property operating expenses of real estate owned (311) (31) Depreciation and amortization expense (702) (24) Total expenses of real estate owned $ (1,013) $ (55) |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2018 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 4. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value option under ASC 825-10 allows companies to elect to report selected financial assets and liabilities at fair value. The Company has elected the fair value option of accounting for its development property investments , bridge loan investments and operating property loan investments in order to provide stockholders and others who rely on the Company’s financial statements with a more complete and accurate understanding of the Company’s economic performance, including its revenues and value inherent in its equity participation in self-storage development projects. The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure of fair value measurements. ASC 820 defines fair value as the price that would be received for an investment in an orderly transaction between market participants on the measurement date. ASC 820 requires the Company to assume that the investment is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market as the market for the purchase and sale of self-storage properties, which the Company believes would be the most likely market for the Company’s loan and equity investments given the nature of the collateral securing such loans and the types of borrowers. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820, these inputs are summarized in the three broad levels listed below: 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, other loans, receivables, the secured revolving credit facility, senior loan participations and payables approximate their fair values due to their short-term nature or due to a variable interest rate. Cash, receivables, and payables are categorized as Level 1 instruments in the measurement of fair value. Other loans , the secured revolving credit facility and senior loan participations are categorized as Level 2 instruments in the measurement of fair value as the fair values of these investments are determined using a discounted cash flow model with inputs from third-party pricing sources and similar instruments. The following table summarizes the instruments categorized in Level 3 of the fair value hierarchy and the valuation techniques and inputs used to measure their fair value. Instrument Valuation technique and assumptions Hierarchy classification Development property investments Valuations are determined 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 and bridge loan investments (a) Valuations are determined 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. Typically, the calibration is done on an investment level basis. In certain instances, we may acquire a portfolio of investments in which case the calibration is done on an aggregate basis to the aggregate net drawn amount as of the date of issuance. Level 3 An option-pricing method (OPM) framework is utilized to calculate the value of the Profits Interests. At certain stages in the investments life cycle (as described subsequently), the OPM requires an enterprise value derived from fair value of the underlying real estate project. The fair value of the underlying real estate project is determined using either a discounted cash flows model or direct capitalization approach. Operating property loans Valuations are determined 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. The Company’s development property investments, bridge loan investments and operating property loan investments are valued using two different valuation techniques. 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 (“OPM”) 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 each development property investment, generally the value of the property underlying such investment approximates the sum of the net investment drawn amount plus the developer’s equity investment. Typically the calibration is done on an investment level basis. To the extent investments are entered into on a portfolio basis, the valuation models are calibrated on an aggregate basis to the aggregate net investment proceeds using the overall implied internal rate of return using a discounted cash flow for each investment. For development property investments with a Profits Interest , at a certain stage of construction, the OPM incorporates an adjustment to measure entrepreneurial profit. Entrepreneurial profit is a monetary return above total construction costs that provides compensation for the risk of a development project. Under this method, the value of each property is estimated based on the cost incurred to date, plus an estimated earned entrepreneurial profit. Total entrepreneurial profit is estimated as the difference between the projected value of a property at stabilization and the total development costs, including land, building improvements, and lease-up costs. Utilizing information obtained from the market coupled with the Company’s own experience, the Company has estimated that in most cases, approximately one-third of the entrepreneurial profit is earned during the construction period beginning when construction is approximately 40% complete and ending when construction is 100% complete, and approximately two-thirds of the entrepreneurial profit is earned from construction completion through stabilization. For the nine properties between 40% and 100% complete at March 3 1 , 201 8 , the Company has estimated the entrepreneurial profit adjustment to the enterprise value input used in the option pricing model to be equal to one-third of the estimated entrepreneurial profit, allo cated on a straight-line basis. Eight properties , not includ ing the properties reported as self-storage real estate owned, had reached construction completion at March 3 1 , 201 8 . For the Company’s development property investments at completion of construction, a discounted cash flow model, based on periodically updated estimates of rental rates, occupancy and operating expenses, is the primary method for projecting value of a project. The Company also will consider inputs such as appraisals which differ from the developer’s equity investment, bona fide third-party offers to purchase development projects, sales of development projects, or sales of comparable properties in its markets. Level 3 Fair Value Measurements The following tables summarize the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of March 31, 2018 and December 31, 2017 . These tables are 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 March 31, 2018 Unobservable Inputs Primary Valuation Weighted Asset Category Techniques Input Estimated Range Average Development property investments and bridge loan investments (a) Income approach analysis Market yields/discount rate 4.70 - 12.14% 9.15% Exit date (d) 0.17 - 6.46 years 3.53 years Development property investments with a profits interest and bridge loan investments (b) Option pricing model Volatility 52.42 - 92.65% 73.01% Exit date (d) 0.17 - 6.46 years 3.69 years Capitalization rate (c) 5.25 - 6.15% 5.47% Discount rate (c) 8.50 - 11.20% 8.93% Operating property loans Income approach analysis Market yields/discount rate 6.33 - 7.27% 6.73% Exit date (d) 3.73 - 4.40 years 4.12 years (a) The valuation technique for the development property investments with a Profits Interest does not differ from the development property investments without a Profits Interest. Therefore, this line item focuses on all development property investments, including those with a Profits Interest. (b) The valuation technique for the development property investments with a Profits Interest does not differ from the development property investments without a Profits Interest. The development property investments with a Profits Interest only require incremental valuation techniques to determine the value of the Profits Interest. Therefore this line only focuses on the Profits Interest valuation. (c) Seventeen properties were 40% - 100% complete, thus requiring a capitalization rate and/or discount rate to derive entrepreneurial profit which are used to derive the enterprise value input to the OPM. Capitalization rates are estimated based on current data derived from independent sources in the markets in which the Company holds investments. (d) The exit dates for the development property investments and bridge loan investments are generally the estimated date of stabilization of the underlying property. The exit dates for the operating property loans are the contractual maturity dates. As of December 31, 2017 Unobservable Inputs Primary Valuation Weighted Asset Category Techniques Input Estimated Range Average Development property investments (a) Income approach analysis Market yields/discount rate 7.83 - 10.62% 9.00% Exit date (d) 0.08 - 6.71 years 2.96 Development property investments with a profits interest (b) Option pricing model Volatility 63.94 - 94.03% 74.08% Exit date (d) 0.42 - 6.71 years 3.12 years Capitalization rate (c) 5.50 - 6.15% 5.51% Discount rate (c) 8.50 - 9.15% 8.51% Operating property loans Income approach analysis Market yields/discount rate 6.08 - 7.01% 6.47% Exit date (d) 3.98 - 4.65 years 4.37 years (a) The valuation technique for the development property investments with a Profits Interest does not differ from the development property investments without a Profits Interest. Therefore, this line item focuses on all development property investments, including those with a Profits Interest. (b) The valuation technique for the development property investments with a Profits Interest does not differ from the development property investments without a Profits Interest. The development property investments with a Profits Interest only require incremental valuation techniques to determine the value of the Profits Interest. Therefore this line only focuses on the Profits Interest valuation. (c) Eighteen properties were 40% - 100% complete, thus requiring a capitalization rate and/or discount rate to derive entrepreneurial profit, which are used to derive the enterprise value input to the OPM. Capitalization rates are estimated based on current data derived from independent sources in the markets in which the Company holds investments. (d) The exit dates for the development property investments are generally the estimated date of stabilization of the underlying property. The exit dates for the operating property loans are the contractual maturity dates. 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 and discount rates, each in isolation, may change the fair value of certain of the Company’s investments. Generally, an increase in market yields or discount rates may result in a decrease in the fair value of certain of the Company’s investments. The following fluctuations in the market yields/discount rates would have had the following impact on the fair value of our investments: Increase (decrease) in fair value of investments Change in market yields/discount rates (in millions) March 31, 2018 December 31, 2017 Up 25 basis points $ (1.7) $ (1.2) Down 25 basis points, subject to a minimum yield/rate of 10 basis points 1.8 1.2 Up 50 basis points $ (3.4) (2.3) Down 50 basis points, subject to a minimum yield/rate of 10 basis points 3.6 2.4 Capitalization rate - changes in capitalization rate, in isolation and all else equal, may change the fair value of certain of the Company’s development investments containing Profits Interest s. Generally an increase in the capitalization rate assumption may result in a decrease in the fair value of the Company’s investments. The following fluctuations in the capitalization rates would have had the following impact on the fair value of our investments: Increase (decrease) in fair value of investments Change in capitalization rates (in millions) March 31, 2018 December 31, 2017 Up 25 basis points $ (3.9) $ (2.8) Down 25 basis points 4.3 3.1 Up 50 basis points (7.6) (5.3) Down 50 basis points 9.1 6.4 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 Interest s. Generally, an acceleration in the exit date assumption may result in an increase in the fair value 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 Interest s. Generally, an increase in volatility may result in an increase in the fair value of the Profits Interest s in certain of the Company’s investments. Operating cash flow projections - changes in the operating cash flow projections of the underlying self-storage facilities, in isolation and all else equal, may change the fair value of certain of the Company’s investments that have Profits Interest s. Generally, an increase in operating cash flow projections may result in an increase in the fair value of the Profits Interest s in certain of the Company’s investments. The Company also evaluates the impact of changes in instrument-specific credit risk in determining the fair value of investments. There were no gains or losses attributable to changes in instrument-specific credit risk in the three months ended Ma r ch 3 1 , 201 8 a nd 2017 . 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. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. The following table presents changes in investments that use Level 3 inputs: Balance at December 31, 2017 $ 234,171 Net realized gains - Net unrealized gains 4,320 Fundings of principal and change in unamortized origination fees 115,854 Repayments of loans (3) Payment-in-kind interest 4,013 Reclassification of self-storage real estate owned (35,281) Net transfers in or out of Level 3 - Balance at March 31, 2018 $ 323,074 As of Ma r ch 31 , 201 8 and December 31, 201 7 , the total net unrealized appreciation on the investments that use Level 3 inputs was $20.1 million and $26.3 million, respectively. For the three months ended Ma r ch 3 1 , 201 8 and 201 7 , substantially all of the change in fair value of investments in the Company’s Consolidated Statements of Operations w ere attributable to unrealized gains relating to the Company’s Level 3 assets still held as of the respective balance sheet date. Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. |
INVESTMENT IN SELF-STORAGE REAL
INVESTMENT IN SELF-STORAGE REAL ESTATE VENTURE | 3 Months Ended |
Mar. 31, 2018 | |
INVESTMENT IN SELF-STORAGE REAL ESTATE VENTURE [Abstract] | |
INVESTMENT IN SELF-STORAGE REAL ESTATE VENTURE | 5. INVESTMENT IN SELF-STORAGE REAL ESTATE VENTURE On March 7, 2016, the Company, through its Operating Company, entered into the Limited Liability Company Agreement (the “JV Agreement”) of Storage Lenders LLC, a Delaware limited liability company, to form a real estate venture (the “SL1 Venture”) with HVP III Storage Lenders Investor, LLC (“HVP III”), an investment vehicle managed by Heitman Capital Management LLC (“Heitman”). The SL1 Venture was formed for the purpose of providing capital to developers of self-storage facilities identified and underwritten by the Company. Upon formation, HVP III committed $110.0 million for a 90% interest in the SL1 Venture, and the Company committed $12.2 million for a 10% interest. On March 31, 2016, the Company contributed to the SL1 Venture three of its existing development property investments with a Profits Interest located in Miami and Fort Lauderdale, Florida that were not yet under construction. These investments had an aggregate committed principal amount of approximately $41.9 million and an aggregate drawn balance of $8.1 million. In exchange, the Company’s initial funding commitment of $12.2 million was reduced by $8.1 million, representing the Company’s initial “Net Invested Capital” balance as defined in the JV Agreement. The Company accounted for this contribution in accordance with ASC 845, Nonmonetary Transactions , and recorded an investment in the SL1 Venture based on the fair value of the contributed development property investments, which is the same as carryover basis. The fair value of the contributed development property investments as of March 31, 2016 was $7.7 million. Pursuant to the JV Agreement, Heitman, in fulfilling its initial $110.0 million commitment, provides capital to the SL1 Venture as cash is required, including funding draws on the three contributed development property investments. During the year ended December 31, 2016, HVP III and the Company agreed to true up the balances in the respective members’ capital accounts to be in accordance with the 90% commitment and 10% commitment made by HVP III and the Company, respectively. Accordingly, during the year ended December 31, 2016, HVP III contributed cash of $7.3 million to the SL1 Venture, and the Company received a $7.3 million cash distribution as a return of its capital. As of Ma r ch 3 1 , 201 8 , the SL1 Venture had closed on eight new development property investments with a Profits Interest with an aggregate commitment amount of approximately $81.4 million, bringing the total aggregate commitment of the SL1 Venture’s investments to $123.3 million as of Ma r ch 3 1 , 201 8 . Accordingly, HVP III’s total commitment for a 90% interest in the SL1 Venture is $111.0 million, and the Company’s total commitment for a 10% interest in the SL1 Venture is $12.3 million. Under the JV Agreement, the Company receives a priority distribution (after debt service and any reserve but before any other distributions) out of operating cash flow and residual distributions based upon 1% of the committed principal amount of loans made by the SL1 Venture, exclusive of the loans contributed to the SL1 Venture by the Company. Operating cash flow of the SL1 Venture (after debt service, reserves and the foregoing priority distributions) is distributed in accordance with capital commitments. Residual cash flow from capital and other events (after debt service, reserves and priority distributions) will be distributed (i) pro rata in accordance with capital commitments (its “Percentage Interest”) until each member has received a return of all capital contributed; (ii) pro rata in accordance with each member’s Percentage Interest until Heitman has achieved a 14% internal rate of return; (iii) to Heitman in an amount equal to its Percentage Interest less 10% and to the Company in an amount equal to the Company’s Percentage Interest plus 10% until Heitman has achieved a 17% internal rate of return; (iv) to Heitman in an amount equal to its Percentage Interest less 20% and to the Company in an amount equal to the Company’s Percentage Interest plus 20% until Heitman has achieved a 20% internal rate of return; and (v) any excess to Heitman in an amount equal to its Percentage Interest less 30% and to the Company in an amount equal to the Company’s Percentage Interest plus 30% . However, the Company will not be entitled to any such promoted interest prior to the earlier to occur of the third anniversary of the JV Agreement and Heitman receiving distributions to the extent necessary to provide Heitman with a 1.48 multiple on its contributed capital. Since the allocation of cash distributions and liquidating distributions are determined as described in the preceding paragraph, the Company has applied the hypothetical-liquidation-at-book-value (“HLBV”) method to allocate the earnings of the SL1 Venture. Under the HLBV approach, the Company’s share of the investee’s earnings or loss is calculated by: The Company’s capital account at the end of the period assuming that the investee was liquidated or sold at book value, plus Cash distributions received by the Company during the period, minus Cash contributions made by the Company during the period, minus The Company’s capital account at the beginning of the period assuming that the investee were liquidated or sold at book value. The SL1 Venture has elected the fair value option of accounting for its development property investments with a Profits Interest , which are equity method investments of the SL1 Venture. The assumptions used to value the SL1 Venture’s investments are materially consistent with those used to value the Company’s investments. As of March 31, 2018 , the SL1 Venture had eleven development property investments with a Profits Interest as described in more detail in the table below: Metropolitan Remaining Statistical Area Total Investment Funded Unfunded Closing Date ("MSA") Commitment Investment (1) Commitment Fair Value 5/14/2015 Miami 1 (2) (4) $ 13,867 $ 11,571 $ 2,296 $ 14,227 5/14/2015 Miami 2 (2) (3) 14,849 11,640 3,209 12,805 9/25/2015 Fort Lauderdale (2) (3) 13,230 9,982 3,248 11,598 4/15/2016 Washington DC (4) 17,269 16,146 1,123 18,539 4/29/2016 Atlanta 1 (3) 10,223 8,332 1,891 9,094 7/19/2016 Jacksonville (4) 8,127 7,253 874 11,241 7/21/2016 New Jersey 7,828 2,383 5,445 2,228 8/15/2016 Atlanta 2 (4) 8,772 7,846 926 9,077 8/25/2016 Denver (4) 11,032 9,105 1,927 11,009 9/28/2016 Columbia (4) 9,199 8,419 780 9,405 12/22/2016 Raleigh (3) 8,877 5,798 3,079 6,657 Total $ 123,273 $ 98,475 $ 24,798 $ 115,880 (1) Represents principal balance of loan gross of origination fees. (2) These development property investments (having approximately $8.1 million of outstanding principal at contribution) were contributed to the SL1 Venture on March 31, 2016 by the Company. (3) Facility had achieved at least 40% construction completion but had not received certificate of occupancy as of March 31, 2018 . See Note 4, Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. (4) Facility had received certificate of occupancy as of March 31, 2018. See Note 4, Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. As of March 31, 2018 , the SL1 Venture had total assets of $116.0 million and total liabilities of $3.1 million. During the three months ended March 31, 2018 , the SL1 Venture had net income of $5.1 millio n , of which $0. 6 million was allocated to the Company and $4.5 million was allocated to HVP III, respectively, under the HLBV method. At March 31, 2018 , $0.2 million of transaction expenses were included in the carrying amount of the Company’s investment in the SL1 Venture. Additionally, the Company may from time to time make advances to the SL1 Venture. At March 31, 201 8 and December 31, 2017 , the Company had $2.9 million and $3.2 million, respectively, in advances to the SL1 Venture, and the related interest on these advances are classified in equity in earnings from unconsolidated self-storage real estate venture in the Consolidated Statements of Operations. In accordance with the JV Agreement, for each development property investment, the borrower must deliver to the SL1 Venture a completion guarantee whereby the borrower agrees to cover all costs in excess of the agreed-upon budget amount. Additionally, the Company is required to deliver to the SL1 Venture a backstop completion guarantee for each development property investment to guarantee completion in the event the borrower does not satisfy its obligations. The Company concluded that the likelihood of loss is remote and assigned no value to these guarantees as of Ma r ch 3 1 , 2018 and December 31, 2017 . Under the JV Agreement, Heitman and the Company will seek to obtain and, if obtained, will share joint rights of first refusal to acquire self-storage facilities that are the subject of development property investments made by the SL1 Venture. Additionally, so long as the Company, through its operating subsidiary, is a member of the SL1 Venture and the SL1 Venture holds any assets, the Company will not make any investment of debt or equity or otherwise, directly or indirectly, in one or more new joint ventures or similar programs for the purposes of funding or providing development loans or financing, directly or indirectly, for the development, construction or conversion of self-storage facilities, in each case without first offering such opportunity to Heitman to participate on substantially the same terms as those set forth in the JV Agreement, either through the SL1 Venture or a newly formed real estate venture. The JV Agreement permits Heitman to cause the Company to repurchase from Heitman its Developer Equity Interests (as defined in the JV Agreement) in certain limited circumstances. Under the JV Agreement, if a developer causes to be refinanced a self-storage facility with respect to which the SL1 Venture has made a development property investment and such refinancing does not coincide with a sale of the underlying self-storage facility, then at any time after the fourth anniversary of the commencement of the SL1 Venture, Heitman may either put to the Company its share of the Developer Equity Interests in respect of each such development property investment, or sell Heitman’s Developer Equity Interests to a third party. The Company concluded that the likelihood of loss is remote and assigned no value to these puts as of Ma r ch 3 1 , 201 8 and December 31, 2017. The Company is the managing mem ber of the SL1 Venture and will manage and administer (i) the day-to-day business and affairs of the SL1 Venture and any of its acquired properties and (ii) loan servicing and other administration of the approved development property investments. The Company will be paid a monthly expense reimbursement amount by the SL1 Venture in connection with its role as managing member, as set forth in the JV Agreement. Heitman may remove the Company as the managing member of the SL1 Venture if it commits an event of default (as defined in the JV Agreement), if it undergoes a change of control (as defined in the JV Agreement), or if it becomes insolvent. Heitman approves all “Major Decisions” of the SL1 Venture, as defined in the JV Agreement, including, but not limited to, each investment of capital, the incurrence of any indebtedness, the sale or other disposition of assets of the SL1 Venture, the replacement of the managing member, the acceptance of new members into the SL1 Venture and the liquidation of the SL1 Venture. For four of the SL1 Venture development property investments with a Profits Interest , an investor has an option to put its interest to the Company upon the event of default of the und erlying property loans. The put options , if exercised, require the Company to purchase the member’s interest at the original purchase price plus a yield of 4.5% on such purchase price. The Company concluded that the likelihood of loss is remote and assigned no value to these put options at March 3 1 , 201 8 and December 31, 2017 . |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 31, 2018 | |
VARIABLE INTEREST ENTITIES [Abstract] | |
VARIABLE INTEREST ENTITIES | 6. VARIABLE INTEREST ENTITIES Development Property Investments and Bridge Loan Investments The Company holds variable interests in its development property investments and bridge loan investments . The Company has determined that these investees qualify as VIEs because the entities do not have enough equity to finance their activities without additional subordinated financial support. In determining whether the Company is the primary beneficiary of the development property VIEs, the Company identified the activities that most significantly impact the development property VIEs’ economic performance. Such activities are (1) managing the construction and operations of the project, (2) selecting the property manager, (3) making financing decisions, (4) authorizing capital expenditures and (5) disposing of the property. Although the Company has certain participating and protective rights, it does not have the power to direct the activities that most significantly impact the development property VIEs’ economic performance and is not the primary beneficiary; therefore, the Company does not consolidate the development property VIEs. The Company has recorded assets of $ 317.2 million and $ 228 . 2 million at March 31, 2018 and December 31, 2017 , respectively, for its variable interest in the development property and bridge loan VIEs which is included in the development property investments and bridge loan investments at fair value line item s in the Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with the development property VIEs is as follows: March 31, 2018 December 31, 2017 Assets recorded related to VIEs $ 317,189 $ 228,233 Unfunded loan commitments to VIEs 297,038 310,750 Maximum exposure to loss $ 614,227 $ 538,983 The Company has a construction completion guaranty from the managing members of the development property VIEs or individual affiliates/owners of such managing members. Investment in Real Estate Venture The Company determined that the SL1 Venture qualifies as a VIE because it does not have enough equity to finance its activities without additional subordinated financial support. In determining whether the Company is the primary beneficiary of the entity, the Company identified the activities that most significantly impact the entity’s economic performance. Such activities are (1) approving self-storage development investments and acquiring self-storage properties, (2) managing directly-owned properties, (3) obtaining debt financing, and (4) disposing of investments. Although the Company has certain rights, it does not have the power to direct the activities that most significantly impact the entity’s economic performance and thus is not the primary beneficiary. As such, the Company does not consolidate the entity and accounts for its unconsolidated interest in the SL1 Venture using the equity method of accounting. The Company’s investment in the SL1 Venture is included in the investment in and advances to self-storage real estate venture balance in the Consolidated Balance Sheets, and earnings from the SL1 Venture are included in equity in earnings from unconsolidated real estate venture in the Company’s Consolidated Statements of Operations. The Company’s maximum contribution to the SL1 Venture is $12.3 million, and as of March 31, 2018 and December 31, 2017 , the Company’s remaining unfunded commitment to the SL1 Venture is $2.4 million and $3.4 million, respectively. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2018 | |
DEBT [Abstract] | |
DEBT | 7 . DEBT Credit Facility On July 25, 2017, the Operating Company entered into a $100 million senior secured revolving Credit Facility with KeyBank National Association, as ad ministrative agent , KeyBanc Capital Markets Inc., as lead arranger, and the other lenders party thereto (the “Credit Facility”) . Pursuant to an accordion feature, the Operating Company may from time to time increase the commitments up to an aggregate amount of $200 million, subject to, among other things, an absence of default under the Credit Facility , as well as receiving commitments from lenders for the additional amounts. At closing, the Operating Company borrowed $20.0 million of the $33.3 million then available under the Credit Facility. The Company used the proceeds to repurchase senior participation interests outstanding on five of the Company’s development investments from the commercial banks who held such senior participation interests, each of whom agreed to participate as lenders in the Credit Facility, and to pay fees and expenses of procuring the Credit Facility. On July 26, 2017, the Operating Company used proceeds from the Company’s recently completed offering of its common stock to fully repay the $20.0 million borrowed at closing, leaving $33.3 million available under the Credit Facility for future draws. The Operating Company intends to use future borrowings under the Credit Facility to fund its investments, to make secured or unsecured loans to borrowers in connection with its investments and for general corporate purposes. On July 25, 2017, the Company and certain wholly-owned subsidiaries of the Operating Company entered into an Unconditional Guaranty of Payment and Performance whereby they have agreed to unconditionally guarantee the obligations of the Operating Company under the Credit Facility . The Credit Facility is secured by substantially all of the Company’s development investments, and other subsidiaries of the Operating Company may be added as guarantors from time to time during the term of the Credit Facility . The Credit Facility has a scheduled maturity date on July 24, 2020 . Borrowings under the Credit Facility are secured by two different pools of collateral: one consisting of the Company’s mortgage loans extended to developers and the other consisting of self-storage properties owned by the Company. The amount available to borrow under the Credit Facility is limited according to a borrowing base valuation of the assets available as collateral. For loans secured by Company mortgage loans, the borrowing base availability is the lesser of (i) 60% of the value of the Company mortgage loans, (ii) the maximum principal amount which would not cause the outstanding loans under the Credit Facility secured by the Company mortgage loans to be greater than 50% of the underlying real estate asset fair value securing the Company mortgage loans and (iii) for any Company mortgage loan that has been included in the borrowing base for greater than 18 months, the maximum principal amount which would not cause the ratio of (a) adjusted net operating income for the underlying real estate asset securing such Company mortgage loan divided by (b) an implied debt service amount to be less than 1.30 to 1.00. For loans secured by self-storage properties, the borrowing base availability is the lesser of (i) the maximum principal amount that would not cause the outstanding loans under the Credit Facility secured by self-storage properties to be greater than 65% of the value of such self-storage properties and (ii) the maximum principal amount that would not cause the ratio of (i) aggregate adjusted net operating income from all self-storage properties included in the borrowing base divided by (ii) an implied debt service coverage amount to be less than 1.30 to 1.00. The Credit Facility includes certain requirements that may limit the borrowing capacity available to the Company from time to time. Under the terms of the Credit Facility , the outstanding principal balance of the revolving credit loans, swing loans and letter of credit liabilities under the Credit Facility may not exceed the borrowing base availability. Each loan made under the Credit Facility will bear interest at either, at the Operating Company’s election, a base rate plus a margin of either 1.75% or 2.75% or LIBOR plus a margin of either 2.75% or 3.75% , in each case depending on the borrowing base available for such loan. In addition, the Operating Company is required to pay a fee of a per diem rate of 0.35% per annum, times the excess of the sum of the commitments of the lenders, as in effect from time to time, over the outstanding principal amount of revolving credit loans under the Credit Facility . The Credit Facility contains certain customary representations and warranties and financial and other affirmative and negative covenants. The Operating Company’s ability to borrow under the Credit Facility is subject to ongoing compliance by the Company and the Operating Company with various customary restrictive covenants, including but not limited to limitations on its incurrence of indebtedness, investments, dividends, asset sales, acquisitions, mergers and consolidations and liens and encumbrances. In addition, the Credit Facility contains certain financial covenants including the following: total consolidated indebtedness not exceeding 50% of gross asset value; a minimum fixed charge coverage ratio (defined as the ratio of consolidated adjusted earnings before interest, taxes, depreciation and amortization to consolidated fixed charges) of 0.75 to 1.00 during the period between July 25, 2017 and June 30, 2018, 0.90 to 1 during the period between July 1, 2018 and December 31, 2018 and 1.20 to 1 during the period between January 1, 2019 through the maturity of the Credit Facility ; a minimum consolidated tangible net worth (defined as gross asset value less total consolidated indebtedness) of $183.3 million plus 75% of the sum of any additional net offering proceeds; when aggregate loan commitments under the Credit Facility exceed $50 million, unhedged variable rate debt cannot exceed 25% of consolidated total indebtedness; liquidity of no less than $50 million for the period between July 25, 2017 and December 31, 2018 or on and after December 31, 2018, liquidity of no less than the sum of (i) total unfunded loan commitments of the Company and its subsidiaries plus (ii) $25 million; and a debt service coverage ratio (defined as the ratio of consolidated adjusted earnings before interest, taxes, depreciation and amortization to the Company’s consolidated interest expense and debt principal payments for any given period) of 2 to 1. The Credit Facility provides for standard events of default, including nonpayment of principal and other amounts when due, non-performance of covenants, breach of representations and warranties, certain bankruptcy or insolvency events, and changes in control. If an event of default occurs and is continuing under the Credit Facility, the lenders may, among other things, terminate their commitments under the Credit Facility and require the immediate payment of all amounts owed thereunder. As of March 31, 2018, the Company had $30.0 million outstanding under the Credit Facility and $10.8 million was available for borrowing under the Credit Facility. As of March 31, 2018, the Company was in compliance with all of its financial covenants and it anticipates being in compliance with all of its financial covenants throughout the term of the Credit Facility. As of March 31, 2018, the funded principal of $45.8 million of development property investments at fair value, the funded principal of $6.0 million of operating property loans at fair value, and $17.6 million of the self-storage real owned, net, is pledged as collateral against the Company’s secured revolving credit facility. As of December 31, 2017, the funded principal of $47.4 million of development property investments at fair value, the funded principal of $6.0 million of operating property loans at fair value, and $4.4 million of the self-storage real owned, net, is pledged as collateral against the Company’s secured revolving credit facility. Senior Participation O n May 27, 2016, the Company sold a senior participation in a construction loan on a facility in the Miami, Florida MSA (“the Miami A Note”), having a commitment amount of $17.7 million in exchange for a commitment by the bank to provide net proceeds of $10.0 million to fund construction draws under the construction loan (the “Miami A Note Sale”) once the total outstanding principal balance exceeds $7.7 million. The Miami A Note Sale was effected pursuant to a participation agreement between the bank and the Company (the “Miami Participation Agreement”). Under the Miami Participation Agreement, the Company will continue to service the underlying loan as long as it is not in default under the Miami Participation Agreement. The bank has the option to “put” the senior participation to the Company in the event the underlying borrower defaults on the underlying loan or if the Company defaults under the Miami Participation Agreement. As part of the Participation Agreement, the Company will maintain a minimum aggregate balance of $0.5 million in depository or money market accounts at the bank, and if such balance is not maintained, the interest rate will increase. The Company will pay to the bank interest on the outstanding balance of the Miami A Note at the rate of 30-day LIBOR plus 3.10% , or 4.98% at March 31, 2018 . The Company also paid a loan fee of 100 basis points, or $0.1 million upon closing of the loan. The Miami A Note initially had a maturity date of July 1, 2017 . During the three months ended March 31, 2018 , the maturity date was extended to June 30, 2018 , at which time the Company is obligated to repurchase the Miami A Note at the then outstanding principal balance thereof. The outstanding balance for the Miami A Note as of March 31, 2018 was $0.7 million. As of March 31, 2018 and December 31, 2017, the funded principal of $14.8 million and $12.5 , respectively, of the Miami development property investment at fair value is pledged as collateral against the Company’s senior participation. The table below details the bank commitment and outstanding balance of our senior participation at March 31, 2018 : Commitment by Bank Amount Borrowed Remaining Funds Interest Rate Effective Interest Rate at March 31, 2018 Maturity Date (1) Miami A Note $ 10,001 $ 732 $ 9,269 30-day LIBOR + 3.10% 4.98 % June 30, 2018 Unamortized fees - Net balance $ 732 (1) On March 31, 2018, the maturity date was extended to June 30, 2018. The table below details the bank commitments and outstanding balances of our senior participation at December 31, 2017 : Commitment by Bank Amount Borrowed Remaining Funds Interest Rate Effective Interest Rate at December 31, 2017 Maturity Date (1) Miami A Note 10,001 732 9,269 30-day LIBOR + 3.10% 4.66 % January 31, 2018 Unamortized fees (14) Net balance $ 718 (1) On January 30, 2018, the maturity date was extended to March 31, 2018. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 8 . STOCKHOLDERS’ EQUITY The Company had 14,447,043 and 14,429,055 shares of common stock issued and outstanding , which included 195,502 and 185,002 shares of nonvested restricted stock, as of March 31, 2018 and December 31, 2017 , respectively. The Company had 75,000 and 40,000 shares of Series A Preferred Stock issued and outstanding as of March 31, 2018 and December 31, 2017, respectively . The Company also had 1,500,000 shares of Series B Preferred Stock outstanding as of March 31, 2018. Common Stock Offerings On April 5, 2017, the Company entered into an at-the-market continuous equity offering program (“ATM Program”) with an aggregate offering price of up to $50.0 million. As of March 31, 2018 , the Company has issued and sold an aggregate of 1,279,706 shares of common stock at a weighted average price of $22.35 per share under the ATM Program, receiving net proceeds after commissions and other offering costs of $27.8 million. On June 27, 2017, the Company received $83.9 million in proceeds, net of underwriter’s discount and offering costs, related to the public offering of 4,025,000 shares of common stock. Stock Repurchase Plan On May 20, 2016, the Company’s Board of Directors authorized a share repurchase program for the repurchase of up to $10.0 million of the outstanding shares of common stock of the Company. As of March 31, 2018 , the Company had repurchased and retired a total of 213,078 shares of its common stock at an aggregate cost of approximately $3.2 million. As of March 31, 2018 , the Company has $6.8 million remaining under the Board’s authorization to repurchase shares of its common stock. 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 the Company’s 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 Company Units (“OC Units”). A total of 200,000 shares of common stock were reserved for issuance pursuant to the 2015 Equity Incentive Plan, subject to certain adjustments set forth in the plan. On April 1, 2015, each non-employee director of the Company received an award of 2,500 shares of restricted common stock (total of 10,000 shares) which vest ratably over a three -year period. On June 15, 2015, in connection with the appointment of the Company’s President and Chief Operating Officer (an employee of the Manager), 100,000 shares of restricted common stock were granted, which shares vest ratably over a five -year period. During the year ended December 31, 2015, the Company granted 52,500 shares of restricted common stock to an executive officer (an employee of the Manager) and key employees of the Manager, which shares vest ratably over a three -year period. The Manager provides services to the Company. On May 20, 2016, each non-employee director of the Company received an award of 3,585 shares of common stock (total of 14,340 shares) which immediately vested on the grant date. On May 3, 2017, the Company’s stockholders approved, and the Company adopted, the Amended and Restated 2015 Stock Incentive Plan increasing the number of shares of common stock reserved for issuance under the Plan by 170,000 shares from 200,000 shares to 370,000 shares and extending the term of the Plan until May 2, 2027. On May 3, 2017, three non-employee directors of the Company were each granted an award of 2,138 shares of common stock (total of 6,414 shares), which immediately vested on the grant date. In addition, certain of the Company’s officers and certain employees of the Manager were granted a cumulative total of 105,000 shares of restricted common stock, which vest ratably over a three -year period. On March 8, 2018, an employee of the Manager was granted 18,000 shares of restricted common stock which vest ratably over a three year period. Restricted Stock Awards The Amended and Restated 2015 Equity Incentive Plan permits the issuance of restricted shares of the Company’s common stock to employees of the Manager (as the Company has no employees) and the Company’s non-employee directors. As of March 31, 2018 and December 31, 2017, 306,254 and 288,254 shares of restricted stock, respectively, had been granted, of which 55,172 vested in 2016 , 46,413 vested in 2017, 7,500 vested during the three months ended March 31, 2018 , 67,503 will vest during the remainder of 2018, 61,001 will vest in 2019, 60,998 will vest in 2020 and 6,000 will vest in 2021. Additionally, 1,667 were forfeited during the year ended December 31, 2016. Non-vested shares are earned over the respective vesting period based on a service condition only. Expenses related to restricted stock awards are charged to compensation expense and are recognized over the respective vesting period (primarily three to five years) of the awards. For restricted stock issued to non-employee directors of the Company, compensation expense is based on the market value of the shares at the grant date. For restricted stock awards issued to employees of the Manager, compensation expense is re-measured at each reporting date until service is complete and the restricted shares become vested based on the then current value of the Company’s common stock. The Company recognized approximately $0.4 million and $0.3 million of stock-based compensation expense for the three months ended March 31, 2018 and 2017 , respectively. As of March 31, 2018 and December 31, 2017 , the total unrecognized compensation cost related to the Company’s restricted shares was approximately $2.5 million and $2.7 million, respectively, based on the grant date market value for awards issued to non-employee directors of the Company and based on the measurement of awards using the Company’s stock price of $18.10 and $19.01 as of March 31, 2018 and December 31, 2017 , respectively, for awards issued to employees of the Manager. This cost is expected to be recognized over the remaining weighted average period of 2.3 years. The Company presents stock-based compensation expense in general and administrative expenses in the Consolidated Statements of Operations. A summary of changes in the Company’s restricted shares of common stock for the three months ended March 31, 2018 and 2017 is as follows: Three months ended Three months ended March 31, 2018 March 31, 2017 Weighted Weighted average grant average grant Shares date fair value Shares date fair value Nonvested at December 31, 185,002 $ 21.58 120,001 $ 20.10 Granted 18,000 17.78 - - Vested (7,500) 19.25 - - Forfeited - - - - Nonvested at March 31, 195,502 $ 21.32 120,001 $ 20.10 Nonvested restricted shares of common stock receive dividends which are nonforfeitable. Series A Preferred Stock Private Placement On July 27, 2016 (the “Effective Date”), the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with accounts managed by NexPoint Advisors, L.P., an affiliate of Highland Capital Management, L.P. (collectively, the “Buyers”) relating to the issuance and sale, from time to time until the second anniversary of the Effective Date (such period, the “Commitment Period”), of up to $100 million in shares of the Company’s Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), at a price of $1,000 per share (the “Liquidation Value”) (subject to a minimum amount of $50 million of Series A Preferred Stock to be issued and sold by the Company on or prior to the expiration of the Commitment Period), which may be increased at the request of the Company up to $125 million. The sale of shares of Series A Preferred Stock pursuant to the Purchase Agreement may occur from time to time, in minimum monthly increments of $5 million, maximum monthly increments of $15 million and maximum increments of $35 million over any rolling three month period, all to be completed during the Commitment Period. The Series A Preferred Stock ranks senior to the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), with respect to distribution rights and rights upon liquidation, winding up and dissolution of the Company, on parity with any class or series of capital stock of the Company expressly designated as ranking on parity with the Series A Preferred Stock with respect to distribution rights and rights upon liquidation, winding up and dissolution of the Company, junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series A Preferred Stock with respect to distribution rights and rights upon liquidation, winding up and dissolution of the Company and junior in right of payment to the Company’s existing and future indebtedness. Holders of Series A Preferred Stock are entitled to a cumulative cash distribution (“Cash Distribution”) equal to (A) 7.0% per annum on the Liquidation Value for the period beginning on the respective date of issuance until the sixth anniversary of the Effective Date, payable quarterly in arrears, (B) 8.5% per annum on the Liquidation Value for the period beginning the day after the sixth anniversary of the Effective Date and for each year thereafter as long as the Series A Preferred Stock remains issued and outstanding, payable quarterly in arrears, and (C) an amount in addition to the amounts in (A) and (B) equal to 5.0% per annum on the Liquidation Value upon the occurrence of certain triggering events (a “Cash Premium”). In addition, the holders of the Series A Preferred Stock will be entitled to a cumulative dividend payable in-kind in shares of Common Stock or additional shares of Series A Preferred Stock, at the election of the holders (the “Stock Dividend”), equal in the aggregate to the lesser of (Y) 25% of the incremental increase in the Company’s book value (as adjusted for equity capital issuances, share repurchases and certain non-cash expenses) plus, to the extent the Company owns equity interests in income-producing real property, the incremental increase in net asset value (provided, however, that no interest in the same real estate asset will be double counted) and (Z) an amount that would, together with the Cash Distribution, result in a 14.0% internal rate of return for the holders of the Series A Preferred Stock from the date of issuance of the Series A Preferred Stock, as set forth in the Articles Supplementary classifying the Series A Preferred Stock (the “Articles Supplementary”). Triggering events that will trigger the payment of a Cash Premium with respect to a Cash Distribution include: (i) the occurrence of certain change of control events affecting the Company after the third anniversary of the Effective Date, (ii) the Company’s ceasing to be subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, (iii) the Company’s failure to remain qualified as a real estate investment trust, (iv) an event of default under the Purchase Agreement, (v) the failure by the Company to register for resale shares of Common Stock pursuant to the Registration Rights Agreement (a “Registration Default”), (vi) the Company’s failure to redeem the Series A Preferred Stock as required by the Purchase Agreement, or (vii) the filing of a complaint, a settlement with, or a judgment entered by the Securities and Exchange Commission against the Company or any of its subsidiaries or a director or executive officer of the Company relating to the violation of the securities laws, rules or regulations with respect to the business of the Company. On January 25, 2018, the Company filed, with the State Department of Assessments and Taxation of the State of Maryland (“MSDAT”), Amendment No. 1 (the “Series A Articles Supplementary Amendment”) to the Articles Supplementary (the “Series A Articles Supplementary”) to the Articles of Amendment and Restatement of the Company (the “Charter”), designating the terms of the Series A Preferred Stock. The Series A Articles Supplementary Amendment provides for certain amendments to the calculation of the cumulative dividend in the Series A Articles Supplementary, including, among other things, with respect to the computation and payment of the Aggregate Stock Dividend (as defined in the Series A Articles Supplementary) for the fiscal quarters beginning with the fiscal quarter ending March 31, 2018 through and including the fiscal quarter ending June 30, 2021. For the first three fiscal quarters of the fiscal years 2018, 2019 and 2020 and for the first fiscal quarter of 2021, the Company will declare and pay an Aggregate Stock Dividend equal to $2,125,000 (the “Target Stock Dividend”). For the last fiscal quarter of each of 2018, 2019 and 2020 and for the second fiscal quarter of 2021, the Company will compute the cumulative Aggregate Stock Dividend for all periods after December 31, 2017 through the end of such fiscal quarter equal to 25% of the incremental increase in the Company’s book value (as adjusted for equity capital issuances, share repurchases and certain non-cash expenses) plus, to the extent that we own equity interests in income-producing real property, the incremental increase in net asset value (provided, however, that no interest in the same real estate asset will be double counted) (the “Computed Stock Dividend”), and will declare and pay for such quarter an Aggregate Stock Dividend equal to the greater of the Target Stock Dividend or the Computed Stock Dividend minus the sum of all Aggregate Stock Dividends declared and paid for all fiscal quarters after December 31, 2017 and before the fiscal quarter for which such payment is computed, in each case subject to an amount that would, together with the Cash Distribution (as defined in the Series A Articles Supplementary), result in a 14.0% internal rate of return for the holders of Series A Preferred Stock from the date of issuance of the Series A Preferred Stock. Accrued but unpaid Cash Distributions and Stock Dividends on the Series A Preferred Stock will accumulate and will earn additional Cash Distributions and Stock Dividends as calculated above, compounded quarterly. Accrued but unpaid Cash Distributions and Stock Dividends on the Series A Preferred Stock will accumulate and will earn additional Cash Distributions and Stock Dividends as calculated above, compounded quarterly. The holders of Series A Preferred Stock have the right to purchase their pro rata share of any qualified offering of Common Stock, which consists of any offering by the Company of Common Stock except any shares of Common Stock issued (i) in connection with a merger, consolidation, acquisition or similar business combination, (ii) in connection with a joint venture, strategic alliance or similar corporate partnering arrangement, (iii) in connection with any acquisition of assets by the Company, (iv) at market prices pursuant to a registered at-the-market program and/or (v) as part of a compensatory or employment arrangement. As long as shares of Series A Preferred Stock remain outstanding, the Company is required to maintain a ratio of debt to total tangible assets determined under U.S. generally accepted accounting principles of no more than 0.4 :1, measured as of the last day of each fiscal quarter. The Company has complied with this covenant as of March 31, 2018 . The Series A Preferred Stock may be redeemed at the Company’s option (i) after five years from the Effective Date at a price equal to 105% of the Liquidation Value per share plus the value of all accumulated and unpaid Cash Distributions and Stock Dividends, and (ii) after six years from the Effective Date at a price equal to 100% of the Liquidation Value per share plus the value of all accumulated and unpaid Cash Distributions and Stock Dividends. In the event of certain change of control events affecting the Company prior to the third anniversary of the Effective Date, the Company must redeem all shares of Series A Preferred Stock for a price equal to (a) the Liquidation Value, plus (b) accumulated and unpaid Cash Distributions and Stock Dividends, plus (c) a make-whole premium designed to provide the holders of the Series A Preferred Stock with a return on the redeemed shares equal to a 14.0% internal rate of return through the third anniversary of the Effective Date. Holders of Series A Preferred Stock will be entitled to a separate class vote with respect to (i) any amendments to the Company’s Amended and Restated Articles of Incorporation (the “Charter”), as supplemented by the Articles Supplementary, or bylaws that would alter or change the rights, preferences, privileges or restrictions of the Series A Preferred Stock so as to materially and adversely affect such Series A Preferred Stock and (ii) reclassification or otherwise, any issuances by the Company of securities that are senior to, or equal in priority with, the Series A Preferred Stock. In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred Stock shall be entitled to receive an amount equal to the greater of (i) the Liquidation Value, plus all accumulated but unpaid Cash Distributions and Stock Dividends thereon to, but not including, the date of any liquidation, but excluding any Cash Premium and (ii) the amount that would be paid on such date in the event of a redemption following a change of control. Pursuant to the Purchase Agreement and the Articles Supplementary, the Company increased the size of its Board by one director and elected James Dondero, as representative of the Buyers, to the Board for a term expiring at the Company’s 2017 annual meeting of stockholders (Mr. Dondero has subsequently been reelected to the Board for a term expiring at the Company’s 2018 annual meeting of stockholders). Thereafter, so long as any shares of the Series A Preferred Stock are outstanding, the holders of the Series A Preferred Stock, voting as a single class, are entitled to nominate and elect one individual to serve on our Board of Directors. If the Company has not paid the full amount of the Cash Distribution or the Stock Dividend on the shares of the Series A Preferred Stock for six or more quarterly dividend periods (whether or not consecutive), the Company will increase the size of the Board by two directors and the holders of the our Series A Preferred Stock are entitled to elect two additional directors to serve on our Board of Directors until the Company pays in full all accumulated and unpaid Cash Distributions and Stock Dividends. Further, at any time that the Series A Preferred Stock remains outstanding, if Dean Jernigan, the Company’s current Chief Executive Officer and Chairman of the Board, voluntarily leaves the position of Chief Executive Officer, and is not serving as the Executive Chairman of the Board (a “Key Man Event”), the holders of the Series A Preferred Stock shall have the right to accept or reject the service of any person as Chief Executive Officer (or such person serving as the principal executive officer) of the Company. The Purchase Agreement requires that the Company and its subsidiaries conduct their business in the ordinary course of business consistent with past practice and use reasonable best efforts to (i) preserve substantially intact the business organization and (ii) avoid becoming subject to the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”). Additionally, the Company and its subsidiaries may not change or alter materially its method of accounting or the manner in which it keeps its accounting books and records unless required by the Securities and Exchange Commission to reflect changes in U.S. generally accepted accounting principles or, in the business judgment of the Board, such change would be in the best interests of the Company or stockholders. Future issuances of shares of Series A Preferred Stock at any one or more closings after the Effective Date are contingent upon the satisfaction of certain conditions at the time of such proposed purchase, including that (i) the representations and warranties of the Purchase Agreement remain true and correct in all material respects and the Company has complied with all covenants and conditions under the Purchase Agreement, the Articles Supplementary, the Registration Rights Agreement and the documents related thereto, (ii) no material adverse effect (as such term is defined in the Purchase Agreement) has occurred, (iii) there is no suspension of trading of the Common Stock on the New York Stock Exchange or such other market or exchange on which the Common Stock is then listed or traded (the “Principal Market”), (iv) a Key Man Event shall not have occurred, as described above, and (v) the Company has delivered certain customary closing deliverables. An event of default under the Purchase Agreement terminates the obligation of the Buyers to acquire shares of Series A Preferred Stock from the Company and also triggers the Cash Premium described above. Such events of default under the Purchase Agreement include (i) a Registration Default, (ii) the suspension of trading or delisting of the Common Stock on the Principal Market, (iii) the failure by the transfer agent of the Company to issue shares of the Series A Preferred Stock to the Buyers (subject to an applicable cure period), (iv) the Company’s breach of a representation or warranty, covenant or other term or condition under the Purchase Agreement, Articles Supplementary, the Registration Rights Agreement or the documents related thereto that has a material adverse effect (subject to an applicable cure period), (v) the failure of the Company to sell $50 million of shares of Series A Preferred Stock on or prior to the tenth business day after the expiration of the Commitment Period, (vi) an event of default under any secured indebtedness of the Company, or (vii) certain bankruptcy proceedings. The holders of the Series A Preferred Stock will have certain customary registration rights with respect to the Common Stock issued as Stock Dividends pursuant to the terms of a Registration Rights Agreement. The issuance and sale of the Series A Preferred Stock, and the issuance of shares of common stock and/or additional shares of Series A Preferred Stock issuable as Stock Dividends, will be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D thereunder. The Buyers represented to the Company that they are “accredited investors” as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing the shares of Series A Preferred Stock or Common Stock issuable pursuant to the Purchase Agreement. As of March 31, 2018 , the Company had issued 75,000 restricted shares of the Series A Preferred Stock to the Buyers and received $75.0 million in proceeds pursuant to the terms of the Purchase Agreement. On April 9, 2018, the Company issued an additional 15,000 restricted shares of the Series A Preferred Stock and received an additional $15.0 million in proceeds pursuant to the terms of the Purchase Agreement. On February 28, 2018 , the Company declared a (i) cash distribution of $12.12 per share of Series A Preferred Stock, payable on April 13, 2018 , to holders of Series A Preferred Stock of record on the close of business on April 1, 2018 , and (ii) distributions payable in kind in a number of shares of common stock as determined in accordance with the terms of the designation of the Series A Preferred Stock, payable on April 13 , 2018 , to holders of Series A Preferred Stock of record on the close of business on April 1, 2018 . Public Offering s of Series B Preferred Stock On January 25, 2018, the Company filed Articles Supplementary (the “Series B Articles Supplementary”) with the State Department of Assessments and Taxation of the State of Maryland designating 1,725,000 of its authorized preferred stock as 7.00% Series B cumulative redeemable perpetual preferred stock (the “Series B Preferred Stock”). The Series B Preferred Stock ranks senior to the Company’s common stock, with respect to distribution rights and rights upon liquidation, winding up and dissolution of the Company, and on parity with the Series A Preferred Stock and any other class or series of capital stock of the Company expressly designated as ranking on parity with the Series B Preferred Stock with respect to distribution rights and rights upon liquidation, winding up and dissolution of the Company, junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series B Preferred Stock with respect to distribution rights and rights upon liquidation, winding up and dissolution of the Company and junior in right of payment to the Company’s existing and future indebtedness. Holders of Series B Preferred Stock are entitled to receive, when, as and if authorized by the Board and declared by the Company, out of funds legally available for the payment of dividends under Maryland law, cumulative cash dividends from, and including, the original issue date quarterly in arrears on the fifteenth (15th) day of January, April, July and October of each year (or if not a business day, on the immediately preceding business day) (each, a “dividend payment date”). These cumulative cash dividends will accrue on the liquidation preference amount of $25.00 per share at a rate per annum equal to 7.00% with respect to each dividend period from and including the original issue date (e quivalent to an annual rate of $1.7500 per share) from the date of issuance of such Series B Preferred Stock. Dividends will be payable to holders of record as of 5:00 p.m., New York City time, on the related record date. The record dates for the Series B Preferred Stock are the close of business on the first (1st) day of January, April, July or October immediately preceding the relevant dividend payment date (each, a “dividend record date”). If any dividend record date falls on any day other than a business day as defined in the Series B Articles Supplementary, the dividend record date shall be the immediately succeeding business day. On or after January 26, 2023, the Series B Preferred Stock may be redeemed, at the Company’s option, upon not less than 30 nor more than 60 days’ written notice, in whole or in part, at any time and from time to time, for cash at a redemption price equal to $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) to, but excluding, the date fixed for redemption. Holders of Series B Preferred Stock will have no right to require the redemption or repurchase of the Series B Preferred Stock. Upon the occurrence of a Change of Control (as defined in the Series B Articles Supplementary), we may redeem for cash, in whole or in part, the Series B Preferred Stock within 120 days after the date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) to, but excluding, the date fixed for redemption . Upon the occurrence of a Change of Control, each holder of Series B Preferred Stock will have the right (unless, prior to the Change of Control conversion date, the company has provided or provides notice of its election to redeem, in whole or in part, the Series B Preferred Stock) to convert some or all of the Series B Preferred Stock held by such holder (the “Change of Control Conversion Right”), on the Change of Control Conversion Date (as defined below) into a number of the Company’s common stock per Series B Preferred Stock to be converted equal to the lesser of: (1) the quotient obtained by dividing (i) the sum of (x) the liquidation preference amount of $25.00 per Series B Preferred Stock, plus (y) any accrued and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series B Preferred Stock dividend payment for which dividends have been declared and prior to the corresponding Series B Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum and such declared dividend will instead be paid, on such dividend payment date, to the holder of record of the Series B Preferred Stock to be converted as of 5:00 p.m. New York City time, on such record date) by (ii) the defined Stock Price; and (2) the 2.74876 share cap, subject to certain adjustments. Holders of the Series B Preferred Stock generally will have no voting rights. However, if the Company is in arrears on dividends, whether or not authorized or declared, on the Series B Preferred Stock for six or more quarterly periods, whether or not consecutive, holders of Series B Preferred Stock (voting together as a single class with the holders of all other classes or series of parity preferred stock (which excludes holders of Series A Preferred Stock, who are entitled to a separate class vote to elect separate Series A Preferred directors, as described above, upon which like voting rights have been conferred and are exercisable) will be entitled to elect two additional directors at a special meeting called upon the request of the holders of at least 10% of such outstanding shares of Series B Preferred Stock or the holders of at least 10% of outstanding shares of any such other class or series of the Company’s parity preferred stock or at the Company’s next annual meeting and each subsequent annual meeting of stockholders, until all accrued and unpaid dividends with respect to the Series B Preferred Stock have been paid. Such directors will be elected by a vote of holders of a majority of the outstanding Series B Preferred Stock and any other series of parity equity securities upon which like voting rights have been conferred and are exercisable, voting together as a single class (which excludes holders of Series A Preferred Stock, who are entitled to a separate class vote to elect separate Series A Preferred directors as described above). In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series B Preferred Stock shall be entitled to receive a liquidating distribution in the amount of $25.00 per share, plus accrued and unpaid dividends (whether or not authorized or declared) to, but excluding, the date of final distribution to such holders. On January 26, 2018, the Company received $36.3 million in proceeds, net of underwriter’s discount but before offering costs, related to the issuance of 1,500,000 shares of Series B Preferred Stock. In connection with the issuance of the Series B Preferred Stock, the Company, acting in its capacity as the sole managing member of the Operating Company, entered into Amendment No. 2 to the Limited Liability Company Agreement in order to provide for the issuance, and the designation of the terms and conditions, of newly classified 7.00% Series B preferred units of limited liability company interest in the Operating Company, the economic terms of which are identical to those of the Series B Preferred Stock. For more information about the Series B Preferred Stock, see ou r Current Report on Form 8-K filed on January 25, 2018. Series B Preferred Stock At-the-Market Offering Program On March 29, 2018, the Company and the Operating Company entered into a Distribution Agreement (the “Distribution Agreement”), by and among the Company, the Operating Company, the Manager and B. Riley FBR, Inc. (the “Agent”) in connection with the commencement of an at-the-market continuous offering program (the “Preferred ATM Program”). Pursuant to the terms and conditions of the Distribution Agreement, the Company may, from time to time, issue and sell through o |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2018 | |
EARNINGS PER SHARE [Abstract] | |
EARNINGS PER SHARE | 9 . EARNINGS PER SHARE Basic earnings per share is computed by dividing net income attributable to common shareholders by the weighted average number of shares outstanding during the period. All outstanding unvested restricted share awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common shareholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per share. Both the unvested restricted shares and the assumed share-settlement of the accrued stock dividend to holders of the Series A Preferred Stock, and the related impacts to earnings, are considered when calculating earnings per share on a diluted basis with our diluted earnings per share being the more dilutive of the treasury stock or two-class methods. For the three months ended March 31, 2018 and 2017 , the Company’s basic earnings per share is computed using the two-class method, and our diluted earnings per share is computed using the more dilutive of the treasury stock method or two-class method: Three months ended March 31, 2018 2017 Shares outstanding Weighted average common shares - basic 14,247,174 8,857,030 Effect of dilutive securities 308,163 136,498 Weighted average common shares, all classes 14,555,337 8,993,528 Calculation of Earnings per Share - basic Net income $ 5,354 $ 1,783 Less: Net income allocated to preferred stockholders 3,595 546 Net income allocated to unvested restricted shares (1) 23 17 Net income attributable to common shareholders - two-class method $ 1,736 $ 1,220 Weighted average common shares - basic 14,247,174 8,857,030 Earnings per share - basic $ 0.12 $ 0.14 Calculation of Earnings per Share - diluted Net income $ 5,354 $ 1,783 Less: Net income allocated to preferred stockholders 3,595 546 Net income attributable to common shareholders - two-class method $ 1,759 $ 1,237 Weighted average common shares - diluted 14,555,337 8,993,528 Earnings per share - diluted $ 0.12 $ 0.14 (1) Unvested restricted shares of common stock participate in dividends with unrestricted shares of common stock on a 1:1 basis and thus are considered participating securities under the two-class method for the three months ended March 31, 2018 and 2017 . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 0 . RELATED PARTY TRANSACTIONS Equity Method Investments Certain of the Company’s development property investments and bridge loan investments are equity method investments for which the Company has elected the fair value option of accounting. The fair value of these equity method investments March 31, 2018 and December 31, 2017 w as $302.5 million and $215.9 million, respectively. The interest income realized and the change in fair value from these equity m ethod investments was $8.4 million and $2.8 million for the three months ended March 31, 2018 and 2017 , respectively . The Company’s investment in the real estate venture, the SL1 Venture, has a carrying amount of $14.8 million and $13.9 million at March 31, 2018 and December 31, 2017 , respectively, and the earnings from this venture were $0.6 million and $0.4 million for the three months ended March 31, 2018 and 2017 . Management Agreement On April 1, 2015, the Company entered into a Management Agreement with its Manager (the “Management Agreement”). 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 May 23, 2016, the Company entered into an Amended and Restated Management Agreement (the “Amended and Restated Management Agreement”) by and among the Company, the Operating Company and the Manager that amends and restates the original Management Agreement dated April 1, 2015. The Amended and Restated Management Agreement was approved on behalf of the Company and the Operating Company by a unanimous vote of the Nominating and Corporate Governance Committee of the Company’s Board of Directors, which consists solely of independent directors. The Amended and Restated Management Agreement modified certain procedures with respect to the future internalization of the Manager (as described in the Amended and Restated Management Agreement, an “Internalization Transaction”). Prior to entry into the Amended and Restated Management Agreement, if no Internalization Transaction had occurred prior to the end of the last renewal term, the Manager would have been entitled to the Termination Fee (as defined in the Amended and Restated Management Agreement) and the Company would not have acquired the assets of the Manager. The Amended and Restated Management Agreement, however, requires an Internalization Transaction at the end of the last renewal term (if an Internalization Transaction or termination of the Amended and Restated Management Agreement has not occurred prior to that date). The Internalization Price in such event would equal the Termination Fee amount and the Company would receive the Manager’s assets. Accordingly, the amount the Manager would receive has not changed, but the Company now would receive the assets of the Manager, which it would not have received prior to the Amended and Restated Management Agreement. Under the Amended and Restated Management Agreement, if an Internalization Transaction has not occurred prior to March 31, 2023, the last day of the last renewal term, then the Manager and the Company shall consummate an Internalization Transaction to be effective as of that date and all assets of the Manager (or, alternatively, all of the equity interests in the Manager) shall be conveyed to and acquired by the Operating Company in exchange for the Internalization Price (as described herein). At such time, all employees of the Manager shall become employees of the Operating Company and the Manager shall discontinue all business activities. Unlike an Internalization Transaction that occurs prior to the end of the final renewal term of the Amended and Restated Management Agreement, an Internalization Transaction that occurs at the end of the final renewal term shall not require a fairness opinion, the approval of a special committee of the Company’s Board of Directors or the approval of the Company’s stockholders. The “Internalization Price” payable in the event of an Internalization Transaction at the end of the last renewal term shall be equal to the Termination Fee and the Board of Directors of the Company has no discretion to change such Internalization Price or the conditions applicable to its payment. The Internalization Price paid to the Manager in any Internalization Transaction will be payable by the Operating Company in the number of units of limited liability company interests (“OC Units”) of the Operating Company equal to the Internalization Price, divided by the volume-weighted average of the closing market price of the common stock of the Company for the ten consecutive trading days immediately preceding the date with respect to which value must be determined. However, if the common stock of the Company is not traded on a national securities exchange at the time of closing of any Internalization Transaction, then the number of OC Units shall be determined by agreement between the Board of Directors of the Company and the Manager or, in the absence of such agreement, the Internalization Price shall be paid in cash. Prior to entry into the Amended and Restated Management Agreement, any Termination Fee would have been payable by the Operating Company in OC Units equal to the Termination Fee divided by the average of the daily market price of the Company’s common stock for the ten consecutive trading days immediately preceding the date of termination within 90 days after occurrence of the event requiring the payment of the Termination Fee. In accordance with ASC 505-50, Equity - Equity-based Payments to Non-Employees, since the number of OC Units to be issued was dependent upon different possible outcomes, the Company recognized the lowest aggregate amount within the range of outcomes. Accordingly, the Company estimated the deferred termination fee payable and accrued the expense over the term of the Management Agreement. Upon entry into the Amended and Restated Management Agreement, the Company ceased recognizing the deferred termination fee expense and reclassified the Non-Controlling Interests to Additional Paid-In-Capital since the Termination Fee is no longer certain of being paid other than in exchange for either the assets or equity of the Manager. Accordingly, the Company recorded no expense during the three months ended March 31, 2018 and 2017. On April 1, 2017, the Company, the Operating Company and the Manager entered into a Second Amended and Restated Management Agreement to modify the manner in which certain expenses incurred by the Manager are accounted for and paid by the Company. Under the Amended and Restated Management Agreement, the Manager may engage independent contractors that provide investment banking, securities brokerage, mortgage brokerage and other financial, legal and account services as may be required for the Company’s investments, and the Company agrees to reimburse the Manager for costs and expenses incurred in connection with these services. The Second Amended and Restated Management Agreement now provides that expenses incurred by the Manager are reimbursable to the Manager by the Company only to the extent such expenses are not otherwise directly reimbursed by an unaffiliated third party. The amount of expenses to be reimbursed to the Manager by the Company will be reduced dollar-for-dollar by the amount of any such payment or reimbursement. On November 1, 2017, the Company, the Operating Company and the Manager entered into the Third Amended and Restated Management Agreement in order to clarify the original intent of the parties with respect to the definition of Core Earnings and to make other minor changes necessary to reflect the current and anticipated business model from and after this time. The Third Amended and Restated Management Agreement is otherwise substantially consistent with the Second Amended and Restated Management Agreement. Under the Third Amended and Restated Management Agreement, “Core Earnings” is defined as (1) net income (loss) determined under GAAP, plus (2) non-cash equity compensation expense, the incentive fee, depreciation and amortization, plus (3) any unrealized losses or other non-cash expense items reflected in GAAP net income (loss), less (4) any unrealized gains reflected in GAAP net income (including any unrealized appreciation with respect to self-storage facilities that we have not yet acquired). The Third Amended and Restated Management Agreement clarifies that in addition to certain previously agreed upon adjustments, with respect to any self-storage facility acquired by the Company with respect to which we had an outstanding loan as of the time of such acquisition, the amount of Core Earnings determined pursuant to the formula above in the period of such acquisition shall also be increased by the difference between (A) the appraised value, as determined by a nationally recognized, independent third-party appraiser mutually agreed to by the Company and the Manager who has significant expertise in valuing self-storage properties, and (B) (i) the outstanding principal amount of any Company loan secured by such acquired self-storage facility at the time of such acquisition plus (ii) any other consideration given to the former owner upon such acquisition. This addition is intended to include in Core Earnings the amount of the Company’s unrealized gain on account of the Company’s acquisition of a self-storage facility without such facility being sold to a third party buyer in the open market. The initial term of the Management Agreement will expire on March 31, 2020, with up to a maximum of three, one-year extensions that end on March 31, 2023. The Company’s independent directors 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 is required to 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 Company 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. As described above, if an Internalization Transaction has not occurred prior to March 31, 2023, the last day of the last renewal term, then the Manager and the Company shall consummate an Internalization Transaction to be effective as of that date, and such Internalization Transaction shall not require a fairness opinion, the approval of a special committee of the Company’s Board of Directors or the approval of the Company’s stockholders. If the Management Agreement terminates other than for Cause (as defined below), voluntary non-renewal by the Manager or the Company being required to register as an investment company under the 1940 Act, 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). Any Termination Fee will be payable by the Operating Company in cash. 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) both the current Chief Executive Officer and the current President and Chief Operating Officer are no longer senior executive officers 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, both of which are described further below. In addition, the Company will reimburse certain expenses of the Manager, excluding the salaries and cash bonuses of the Manager’s chief executive officer and chief financial officer, a portion of the salary of the president and chief operating officer, and certain other costs as determined by the Manager in accordance with the Management Agreement. 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 pursuant to its terms, other than for Cause or the Company being required to register as an investment company under the 1940 Act, there will be a Termination Fee due to the Manager. Amounts reimbursable to the Manager for expenses are included in general and administrative expenses in the Consolidated Statements of Operations and totaled $ 0.9 million and $0.8 million for the three months ended March 31, 2018 and 2017, respectively. Management Fees As of March 31, 2018 , the Company did not have any personnel. As a result, the Company is relying on the properties, resources and personnel of the Manager to conduct operations. Pursuant to the Management Agreement, t he Company pays the Manager a base management fee in an amount equal to 0.375% of the Company’s stockholders’ equity (a 1.5% annual rate) calculated and payable quarterly in arrears in cash. For purposes of calculating the base management fee, the Company’s stockholder’s equity means: (a) the sum of (i) the net proceeds from all issuances of the Company’s equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus (ii) the Company’s retained earnings at the end of the most recently completed fiscal quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods); less (b) any amount that the Company pays to repurchase the Company’s common stock since inception, provided that if the Company’s retained earnings are in a net deficit position (following any required adjustments set forth below), then retained earnings shall not be included in stockholders’ equity. It also excludes (x) any unrealized gains and losses and other non-cash items that have impacted stockholders’ equity as reported in the Company’s financial statements prepared in accordance with accounting principles generally accepted in the United States, or GAAP, and (y) one-time events pursuant to changes in GAAP (such as a cumulative change to the Company’s operating results as a result of a codification change pursuant to GAAP), and certain non-cash items not otherwise described above (such as depreciation and amortization), in each case after discussions between the Company’s Manager and the Company’s independent directors and approval by a majority of the Company’s independent directors. As a result, the Company’s stockholders’ equity, for purposes of calculating the base management fee, could be greater or less than the amount of stockholders’ equity shown on the Company’s financial statements. The base management fee is payable independent of the performance of the Company’s portfolio. The Manager computes the base management fee within 30 days after the end of the fiscal quarter with respect to which such installment is payable and promptly delivers 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 . The base management fee was $1. 3 million and $0. 6 million for the three months ended March 31, 2018 and 2017 , respectively. At March 31, 2018 and December 31, 2017 , the Company had outstanding fees due to Manager of $1.4 million and $1.5 million , respectively, consisting of the management fees payable and certain general and administrative reimbursements payable. 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 is 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 the Company’s 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 OC 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%. Any computed incentive fee earned but not paid because of the foregoing hurdle will accrue until such 8% cumulative annual stockholder total return is achieved . The total return is calculated by adding stock price appreciation (based on the volume-weighted average of the closing price of the Company’s common stock on the New York Stock Exchange (or other applicable trading market) for the last ten consecutive trading days of the applicable computation period minus the volume-weighted average of the closing market price of the Company’s common stock for the last ten consecutive trading days of the period immediately preceding the applicable computation period) plus dividends per share paid during such computation period, divided by the volume-weighted average of the closing market price of the Company’s common stock for the last ten consecutive trading days of the period immediately preceding the applicable computation period. For purposes of computing the Incentive Fee, “Core Earnings” is defined as net income (loss) determined under GAAP, plus non-cash equity compensation expense, the incentive fee, depreciation and amortization (to the extent that the Company forecloses on any facilities underlying the Company’s target investments), any unrealized losses or other non-cash expense items reflected in GAAP net income (loss), less any unrealized gains reflected in GAAP net income. The amount will be adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges after discussions between the Manager and the Company’s independent directors and after approval by a majority of the independent directors 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 delivers 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. The Manager has not earned an incentive fee for the three months ended March 31, 2018 and 2017 . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 1 1 . 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 require disclosure or recognition in the accompanying consolidated financial statements. Investment Activity Subsequent to March 31, 2018, the Company closed on the following development property investments with a Profits Interest: Total Investment Closing Date MSA Commitment 4/6/2018 Minneapolis 3 $ 12,883 5/1/2018 Miami 9 12,421 Total $ 25,304 The total committed principal for investments closed in 2018 through May 3, 2018 is $133.5 million. Series A Preferred Stock On April 9 , 201 8 , the Company issued 15,000 restricted shares of the Series A Preferred Stock to the Buyers and received $15.0 million in proceeds pursuant to the terms of the Purchase Agreement. Preferred ATM Program Subsequent to March 31, 2018, the Company sold 38,214 shares of Series B preferred stock at a weighted average price of $23.07 , receiving net proceeds after commissions and other offering costs of $0.8 million pursuant to our Preferred ATM Program. As of May 3, 2018, the Company has approximately $44.1 million available for issuance under the Preferred ATM Program. Dividend Declarations On May 2, 2018 , the Company’s Board of Directors declared a cash dividend to the holders of the Series A Preferred Stock and a distribution payable in kind, if applicable, in a number of shares of common stock or Series A Preferred Stock as determined in accordance with the election of the holders of the Series A Preferred Stock for the quarter ending June 30, 2018 . The dividends are payable on July 1 5 , 2018 to holders of Series A Preferred Stock of record on July 1, 2018 . On May 2, 2018 , the Company’s Board of Directors declared a pro rata cash dividend on the Series B Preferred Stock in the amount of $0.4375 per share for the quarter ending June 30, 2018 . The dividends are payable on July 13, 2018 to holders of Series B Preferred Stock of record on July 2, 2018 . On May 2, 2018 , the Company’s Board of Directors declared a cash dividend of $0.35 per share of common stock for the quarter ending June 30 , 2018. The dividend is payable on July 13, 2018 to stockholders of record on July 2, 2018 . |
SIGNIFICANT ACCOUNTING POLICI18
SIGNIFICANT ACCOUNTING POLICIES (Policy) | 3 Months Ended |
Mar. 31, 2018 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying interim consolidated financial statements include all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods included therein. Substantially all operations are conducted through the Operating Company, and all significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. |
Variable Interest Entities | Variable Interest Entities The Company invests in entities that may qualify as variable interest entities (“VIEs”). A VIE is a legal entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. Management bases the qualitative analysis on its review of the design of the entity, its organizational structure including allocation of decision-making authority and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. Management reassesses the initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. A VIE must be consolidated only by its primary beneficiary, which is defined as the party that, along with its affiliates and agents, has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. Management determines whether the Company is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; and consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the Company’s business activities and the other interests. Management reassesses the determination of whether the Company is the primary beneficiary of a VIE each reporting period. |
Equity Investments | Equity Investments Investments in real estate ventures and entities over which the Company exercises significant influence but not control are accounted for using the equity method. In accordance with Accounting Standards Codification (“ASC”) 825, Financial Instruments (“ASC 825-10”), issued by the Financial Accounting Standards Board (“FASB”), the Company has elected the fair value option of accounting for its development property investments and bridge loan investments , which would otherwise be required to be accounted for under the equity method. The Company also holds an investment in a self-storage real estate venture that is accounted for under the equity method of accounting. |
Loan Investments and Election of Fair Value Option of Accounting for Certain Loan Investments | Loan Investments and Election of Fair Value Option of Accounting for Certain Loan Investments The Company has elected the fair value option of accounting for all of its investment portfolio loan investments, including those that are required under GAAP to be accounted for under the equity method, in order to provide stockholders and others who rely on the Company’s financial statements with a more complete and accurate understanding of the Company’s economic performance including its revenues and value inherent in the Company’s 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. Each loan investment, including those recorded at cost and presented on the Consolidated Balance Sheets as other loans, is evaluated for impairment on a periodic basis. For loans carried at fair value, indicators of impairment are reflected in measurement of the loan. For loans that are carried at cost, the Company estimates an allowance for loan loss at each reporting date. In evaluating loan impairment, the Company also periodically evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower on a loan by loan basis. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the property. In addition, the Company considers the overall economic environment, real estate sector and geographic sub-market in which the borrower operates. 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. At March 31, 2018 and December 31, 2017 , there were no loans that were deemed to be impaired loans. Additionally, for loans recorded at cost, the Company determined that no allowance for loan loss was necessary at March 31, 2018 and December 31, 2017 . |
Fair Value Measurement | 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. The Company’s financial instruments consist of cash, development property investments and bridge loan investments (which are generally structured as first mortgages and a 49.9% Profits Interest in the project), operating property loans (loans secured by operating properties), the investment in self-storage real estate venture, other loans, receivables, the secured revolving Credit Facility (as defined below) , senior loan participation, and payables. The following table presents the financial instruments measured at fair value on a recurring basis at March 31, 2018 : Fair Value Measurements Using Total Level 1 Level 2 Level 3 Development property investments $ 239,754 $ - $ - $ 239,754 Bridge loan investments (1) 77,435 - - 77,435 Operating property loans 5,885 - - 5,885 Total investments $ 323,074 $ - $ - $ 323,074 The Company closed its first bridge loan investments o n March 2 , 2018. The following table presents the financial instruments measured at fair value on a recurring basis at December 31, 2017 : Fair Value Measurements Using Total Level 1 Level 2 Level 3 Development property investments $ 228,233 $ - $ - $ 228,233 Operating property loans 5,938 - - 5,938 Total investments $ 234,171 $ - $ - $ 234,171 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 , for additional disclosure on the valuation methodology and significant assumptions, as well as the election of the fair value option for certain financial instruments. |
Self-Storage Real Estate Owned | Self-Storage Real Estate Owned Land is carried at historical cost. Building and improvements are carried at historical cost less accumulated depreciation and impairment losses. The cost primarily reflects the funded principal balance of the loan to the Company, net of unamortized origination fees, unrealized appreciation recognized as of the acquisition date, and the cash consideration paid and assumed liabilities, if applicable, to acquire the developer’s equity interest and portion of Profits Interest. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. The costs of building and improvements are generally depreciated using the straight-line method based on a useful life of 40 years. The Company expects that the majority of future self-storage facility acquisitions will be considered asset acquisitions, however the Company will evaluate each acquisition using Accounting Standards Update (“ASU”) 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business to determine whether accounting for a business combination or asset acquisition applies. When facilities are acquired, the cost is allocated to the tangible and intangible assets acquired and liabilities assumed based on relative fair values. Allocations to the individual assets and liabilities are based upon their relative fair values as estimated by management. In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities. The Company allocates a portion of the cost to an intangible asset attributable to the value of in-place leases. This intangible asset is amortized to expense over the expected remaining term of the respective leases, which is generally one year. Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date, no portion of the basis for an acquired property has been allocated to above- or below-market lease intangibles. To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent. The Company evaluates long-lived assets for impairment when events and circumstances, such as declines in occupancy and operating results, indicate that there may be an impairment. The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the facility’s basis is recoverable. If an asset’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset. There were no impairment losses recognized in accordance with these procedures during the three months ended March 31, 2018 and 2017 . |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash, investments in money market accounts and certificates of deposit with original maturities of three months or less are considered to be cash equivalents. The Company places its cash and cash equivalents primarily with three financial institutions, and the balance at each financial institution exceeds the Federal Deposit Insurance Corporation insurance limit of $250,000 per institution. |
Other Loans | Other Loans The Company’s other loans balance primarily includes principal balances for certain revolving loan agreements and short-term mortgage loans made by the Company in situations where it was determined that making such loans would benefit the Company’s primary business. As of March 31, 2018, t he Company had executed eight revolving loan agreements with an aggregate outstanding principal amount of $ 0 . 8 million. Seven of the agreements are with individuals who are owners of limited liability companies, one is with a limited liability company, and all are personally guaranteed. Seven of these borrowers are either directly or indirectly owners of certain of the Company’s development property investments . The revolving loans are typically unsecured but cross-defaulted against development loans. One of the revolving loans is guaranteed by a part owner of one of the Company’s development loan investments, and this guaranty is secured by a pledge of the owner’s membership interest in one of the Company’s development loan investments. The loans bear interest at 6.9 - 7.0% per annum and are due in full in three years. At December 31, 2017 , the Company had executed nine revolving loan agreements with an aggregate outstanding principal amount of $1. 0 million. These loans are accounted for under the cost method, and fair value approximates cost at March 31, 2018 and December 31, 2017 . None of these loans are in non-accrual status as of March 31, 2018 and December 31, 2017 . The Company determined that no allowance for loan loss was necessary at March 31, 2018 and December 31, 2017 . |
Fixed Assets | 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. Fixed assets are generally purchased by the Manager and the cost reimbursed by the Company. 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 | Revenue Recognition Interest income is recognized as earned on a simple interest basis and is reported in interest income from investments in the Consolidated Statements of Operations. 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 term of the investment using the effective yield method. The operations of the self-storage real estate owned are managed by a third-party self-storage management company. All rental leases are operating leases, and rental income is recognized in accordance with the terms of the leases, which generally are month to month. |
Debt Issuance Costs | Debt Issuance Costs Costs related to the issuance of a debt instrument are deferred and amortized as interest expense over the estimated life of the related debt instrument using the straight-line method, which approximates the effective interest method. If a debt instrument is repurchased prior to its original maturity date, the Company evaluates both the unamortized balance of debt issuance costs as well as any new debt issuance costs, including third party fees, to determine if the costs should be written off to interest expense or, if significant, included in “loss on modification or extinguishment of debt” in the Consolidated Statements of Operations. Debt issuance costs related to the sale of senior participations are presented in the Consolidated Balance Sheets as a deduction from the carrying amount of the principal balance. Debt issuance costs related to the revolving Credit Facility are presented in the Consolidated Balance Sheets as Deferred Costs. |
Offering and Registration Costs | Offering and Registration Costs Offering and registration costs represent underwriting discounts and commissions, professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of the Company’s securities. Offering and registration costs incurred in connection with the Company’s common stock offerings are reflected as a reduction of additional paid-in capital. On July 27, 2016, the Company entered into a Purchase Agreement (as defined in Note 8 , Stockholders’ Equity ) which requires the Company to issue and sell a minimum of $50.0 million of Series A Preferred Stock by July 27, 2018. The Company incurred $2.8 million of preferred stock offering costs in conjunction with the execution of the Purchase Agreement. Such costs are presented as deferred costs on the Consolidated Balance Sheets until such time as Series A Preferred Stock is issued. A pro rata portion of such deferred costs, based upon the ratio of the amount issued to the $50.0 million minimum issuance of Series A Preferred Stock, is reclassified to cumulative preferred stock upon each issuance of the Series A Preferred Stock. Of the $2.8 million of offering costs incurred, none and $0.6 million is in deferred costs on the Consolidated Balance Sheets at March 31, 2018 and December 31, 2017, respectively, and $2.8 million and $2.2 million has reduced the cumulative preferred stock balance on the Consolidated Balance Sheets at March 31, 2018 and December 31, 2017, respectively. |
Income Taxes | Income Taxes The Company has elected to be taxed as a REIT and to comply with the related provisions of the Code. 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. To qualify as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. |
Earnings per Share (“EPS”) | 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, accrued stock dividends, and redeemable Operating Company units when such instruments are dilutive. 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 | Comprehensive Income For the three months ended March 31, 2018 and 2017 , comprehensive income equaled net income; therefore, separate Consolidated Statements of Comprehensive Income are not included in the accompanying interim consolidated financial statements. |
Segment Reporting | 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01 which provides guidance on whether transactions should be accounted for as acquisitions or disposals of assets or businesses. Specifically, when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set of assets is not a business. Additionally, ASU 2017-01 also provides other guidance providing a more robust framework to use in determining whether a set of assets and activities is a business. Upon adoption of the new guidance, the Company expects that the majority of future self-storage facility acquisitions will now be considered asset acquisitions . This guidance is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. The Company adopted ASU 2017-01 for new acquisitions beginning on July 1, 2017. The costs related to the acquisitions of self-storage facilities that qualify as asset acquisitions will be capitalized as part of the purchase. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU provides guidance on the classification of certain cash receipts and payments in the statement of cash flows (defined in the ASU as “cash flow issues”), including distributions received from equity method investees. This guidance is effective for public business entities for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption being allowed. The Company has elected to early adopt effective October 1, 2017 on a retrospective basis as required. The Company has concluded that the new accounting guidance does not impact its current classification of distributions received from equity method investees as an operating activity in its Consolidated Statements of Cash Flows. The Company further considered its components of cash flows under the cash flow issue “Separately Identifiable Cash Flow and Applicable of the Predominance Principle,” which addresses certain cash receipts and cash payments that may have aspects of more than one class of cash flows. In the absence of specific GAAP guidance, the Company evaluated its cash flows from origination fees received in cash, which have been historically presented as operating cash flows, on the basis of the nature of the underlying cash flows. The Company concluded that the origination fees are related to the origination of loans and the funding of our investment portfolio for which the associated cash flows are presented as investing activities. As a result, $1.1 million of origination fees received in cash for the three months ended March 31, 2017, have been retrospectively presented as an investment activity in the Consolidated Statements of Cash Flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. This guidance is effective for public business entities for fiscal years and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption being allowed as of the fiscal years beginning after December 15, 2018. The Company is currently assessing the impact this new accounting guidance will have on its consolidated financial statements; however, the Company does not expect the new accounting guidance to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is the final standard on accounting for leases. The most significant change for lessees is the requirement under the new guidance to recognize right-of-use assets and lease liabilities for all leases not considered short term leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. The Company does have rental income from month-to-month self-storage leases within the scope of ASU 2016-02. The Company does not have material amounts of rental or lease expense. The amendments in ASU 2016-02 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the impact this new accounting guidance will have on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2017. This ASU outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. Several ASUs expanding and clarifying the initial guidance issued in ASU 2014-09 have been released since May 2014. The Company adopted the ASU effective January 1, 2018. The Company has evaluated all applicable contracts and revenue streams and has concluded that the adoption does not have an effect on its consolidated financial statements, primarily due to the new guidance not applying to revenue associated with loans or derived from lease contracts. |
SIGNIFICANT ACCOUNTING POLICI19
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Financial Instruments Measured at Fair Value on a Recurring Basis | The following table presents the financial instruments measured at fair value on a recurring basis at March 31, 2018 : Fair Value Measurements Using Total Level 1 Level 2 Level 3 Development property investments $ 239,754 $ - $ - $ 239,754 Bridge loan investments (1) 77,435 - - 77,435 Operating property loans 5,885 - - 5,885 Total investments $ 323,074 $ - $ - $ 323,074 The Company closed its first bridge loan investments o n March 2 , 2018. The following table presents the financial instruments measured at fair value on a recurring basis at December 31, 2017 : Fair Value Measurements Using Total Level 1 Level 2 Level 3 Development property investments $ 228,233 $ - $ - $ 228,233 Operating property loans 5,938 - - 5,938 Total investments $ 234,171 $ - $ - $ 234,171 |
Schedule of Consolidated Statements of Cash Flows - Supplemental Disclosures | The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows: Three months ended March 31, 2018 2017 Supplemental disclosure of cash flow information: Interest paid $ 114 $ 153 Supplemental disclosure of non-cash investing and financing activities: Stock dividend paid on preferred stock $ 44 $ 823 Dividends declared, but not paid, on preferred stock 3,595 546 Dividends declared, but not paid, on common stock 5,056 3,149 Reclassification of self-storage real estate owned 35,281 6,041 Assumed liabilities with acquisition of self-storage real estate owned 1,306 - Other loans paid off with issuance of development property investments 117 - Reclassification of deferred costs to cumulative preferred stock 559 - |
SELF-STORAGE INVESTMENT PORTF20
SELF-STORAGE INVESTMENT PORTFOLIO (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
SELF-STORAGE INVESTMENT PORTFOLIO [Abstract] | |
Schedule of Investments | As of March 31, 2018, the aggregate committed principal amount of the Company’s development property investments, bridge loan investments and operating property loans was approximately $606.1 million and outstanding principal was $309.1 million, as described in more detail in the table below: Metropolitan Remaining Statistical Area Total Investment Funded Unfunded Closing Date ("MSA") Commitment Investment (1) Commitment Fair Value Development property investments (includes a profits interest): 6/19/2015 Tampa 1 (2) $ 5,369 $ 5,285 $ 84 $ 5,956 6/29/2015 Charlotte 1 (2) 7,624 7,320 304 10,242 7/2/2015 Milwaukee (2) 7,650 7,641 9 9,283 7/31/2015 New Haven (2) 6,930 6,563 367 8,123 8/14/2015 Raleigh (2) 8,792 7,320 1,472 7,893 10/27/2015 Austin (2) 8,658 7,422 1,236 8,821 9/20/2016 Charlotte 2 (3) 12,888 7,448 5,440 8,196 11/17/2016 Jacksonville 2 (2) 7,530 5,437 2,093 6,689 1/4/2017 New York City 1 (2) 16,117 15,591 526 19,995 1/18/2017 Atlanta 3 14,115 2,886 11,229 2,698 1/31/2017 Atlanta 4 (3) 13,678 8,556 5,122 9,107 2/24/2017 Orlando 3 (3) 8,056 4,565 3,491 5,210 2/24/2017 New Orleans 12,549 2,115 10,434 1,934 2/27/2017 Atlanta 5 17,492 6,146 11,346 5,882 3/1/2017 Fort Lauderdale 9,952 1,948 8,004 1,860 3/1/2017 Houston 13,630 4,529 9,101 4,388 4/14/2017 Louisville 1 (3) 8,523 4,008 4,515 4,471 4/20/2017 Denver 1 9,806 2,500 7,306 2,406 4/20/2017 Denver 2 (3) 11,164 6,947 4,217 7,746 5/2/2017 Atlanta 6 (3) 12,543 6,310 6,233 6,558 5/2/2017 Tampa 2 8,091 1,610 6,481 1,524 5/19/2017 Tampa 3 9,224 2,578 6,646 2,478 6/12/2017 Tampa 4 (3) 10,266 3,697 6,569 3,821 6/19/2017 Baltimore (4) 10,775 4,410 6,365 4,194 6/28/2017 Knoxville 9,115 2,738 6,377 2,642 6/29/2017 Boston 1 (3) 14,103 7,453 6,650 8,109 6/30/2017 New York City 2 (4) 26,482 18,657 7,825 18,093 7/27/2017 Jacksonville 3 (3) 8,096 2,658 5,438 2,640 8/30/2017 Orlando 4 9,037 2,446 6,591 2,335 9/14/2017 Los Angeles 28,750 7,695 21,055 7,472 9/14/2017 Miami 1 14,657 6,429 8,228 6,268 9/28/2017 Louisville 2 9,940 3,241 6,699 3,129 10/12/2017 Miami 2 (4) 9,459 1,038 8,421 837 10/30/2017 New York City 3 (4) 14,701 3,557 11,144 3,237 11/16/2017 Miami 3 (4) 20,168 3,773 16,395 3,332 11/21/2017 Minneapolis 1 12,674 1,202 11,472 1,065 12/1/2017 Boston 2 8,771 1,661 7,110 1,568 12/15/2017 New York City 4 10,591 1,000 9,591 887 12/27/2017 Boston 3 10,174 2,398 7,776 2,295 12/28/2017 New York City 5 16,073 4,765 11,308 4,612 2/8/2018 Minneapolis 2 10,543 4,599 5,944 4,534 3/30/2018 Philadelphia (4) 14,338 2,787 11,551 2,508 $ 499,094 $ 210,929 $ 288,165 $ 225,038 Construction loans: 12/23/2015 Miami 17,733 14,838 2,895 14,716 $ 17,733 $ 14,838 $ 2,895 $ 14,716 Total development property investments $ 516,827 $ 225,767 $ 291,060 $ 239,754 Bridge loan investments (includes a profits interest): 3/2/2018 Miami 4 (2) 20,201 19,293 908 20,461 3/2/2018 Miami 5 (3)(4) 17,738 15,734 2,004 13,637 3/2/2018 Miami 6 (2) 13,370 13,161 209 16,691 3/2/2018 Miami 7 (2)(4) 18,462 16,366 2,096 14,465 3/2/2018 Miami 8 (2) 13,553 12,792 761 12,181 Total bridge loan investments $ 83,324 $ 77,346 $ 5,978 $ 77,435 Operating property loans: 7/7/2015 Newark 3,480 3,480 - 3,415 12/22/2015 Chicago 2,502 2,500 2 2,470 Total operating property loans $ 5,982 $ 5,980 $ 2 $ 5,885 Total investments reported at fair value $ 606,133 $ 309,093 $ 297,040 $ 323,074 (1) Represents principal balance of loan gross of origination fees. (2) Facility had received certificate of occupancy as of March 31, 2018. See Note 4, Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. (3) Facility had achieved at least 40% construction completion but had not received certificate of occupancy as of March 31, 2018. See Note 4, Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. (4) These investments contain a higher loan-to-cost ratio and a higher interest rate, some of which interest is payment-in-kind (“PIK”) interest. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. As of December 31, 2017, the aggregate committed principal amount of the Company’s development property investments and operating property loans was approximately $523.8 million and outstanding principal was $213.1 million, as described in more detail in the table below: Metropolitan Remaining Statistical Area Total Investment Funded Unfunded Closing Date ("MSA") Commitment Investment (1) Commitment Fair Value Development property investments (includes a profits interest): 6/10/2015 Atlanta 1 (2)(5) $ 8,132 $ 8,086 $ 46 $ 10,741 6/19/2015 Tampa 1 (2) 5,369 5,285 84 6,012 6/26/2015 Atlanta 2 (2)(5) 6,050 5,769 281 8,631 6/29/2015 Charlotte 1 (2) 7,624 7,251 373 10,363 7/2/2015 Milwaukee (2) 7,650 7,512 138 8,994 7/31/2015 New Haven (2) 6,930 6,524 406 8,231 8/10/2015 Pittsburgh (2)(5) 5,266 4,798 468 6,774 8/14/2015 Raleigh (3) 8,792 5,550 3,242 5,889 9/30/2015 Jacksonville 1 (2)(5) 6,445 5,988 457 8,913 10/27/2015 Austin (2) 8,658 7,297 1,361 8,782 9/20/2016 Charlotte 2 (3) 12,888 5,453 7,435 5,686 11/17/2016 Jacksonville 2 (3) 7,530 4,971 2,559 5,818 1/4/2017 New York City 1 (2) 16,117 14,914 1,203 18,892 1/18/2017 Atlanta 3 14,115 2,393 11,722 2,236 1/31/2017 Atlanta 4 (3) 13,678 7,040 6,638 7,147 2/24/2017 Orlando 3 (3) 8,056 3,144 4,912 3,335 2/24/2017 New Orleans 12,549 677 11,872 553 2/27/2017 Atlanta 5 17,492 4,971 12,521 4,739 3/1/2017 Fort Lauderdale 9,952 1,128 8,824 1,043 3/1/2017 Houston 13,630 3,633 9,997 3,547 4/14/2017 Louisville 1 (3) 8,523 2,932 5,591 3,083 4/20/2017 Denver 1 9,806 1,940 7,866 1,849 4/20/2017 Denver 2 (3) 11,164 5,442 5,722 5,849 5/2/2017 Atlanta 6 12,543 4,344 8,199 4,262 5/2/2017 Tampa 2 8,091 1,086 7,005 1,010 5/19/2017 Tampa 3 9,224 1,422 7,802 1,335 6/12/2017 Tampa 4 10,266 1,847 8,419 1,752 6/19/2017 Baltimore (4) 10,775 3,315 7,460 3,115 6/28/2017 Knoxville 9,115 1,351 7,764 1,265 6/29/2017 Boston 1 (3) 14,103 4,978 9,125 4,914 6/30/2017 New York City 2 (4) 26,482 18,042 8,440 17,576 7/27/2017 Jacksonville 3 8,096 1,134 6,962 1,053 8/30/2017 Orlando 4 9,037 2,059 6,978 1,960 9/14/2017 Los Angeles 28,750 7,533 21,217 7,398 9/14/2017 Miami 1 14,657 5,862 8,795 5,725 9/28/2017 Louisville 2 9,940 1,864 8,076 1,762 10/12/2017 Miami 2 (4) 9,459 1,014 8,445 820 10/30/2017 New York City 3 (4) 14,701 2,595 12,106 2,294 11/16/2017 Miami 3 (4) 20,168 3,508 16,660 3,099 11/21/2017 Minneapolis 1 12,674 1,150 11,524 1,023 12/1/2017 Boston 2 8,771 1,306 7,465 1,220 12/15/2017 New York City 4 10,591 927 9,664 823 12/27/2017 Boston 3 10,174 2,259 7,915 2,169 12/28/2017 New York City 5 16,073 4,303 11,770 4,178 $ 500,106 $ 194,597 $ 305,509 $ 215,860 Construction loans: 12/23/2015 Miami 17,733 12,492 5,241 12,373 $ 17,733 $ 12,492 $ 5,241 $ 12,373 Total development property investments 517,839 $ 207,089 $ 310,750 $ 228,233 Operating property loans: 7/7/2015 Newark 3,480 3,480 - 3,447 12/22/2015 Chicago 2,502 2,500 2 2,491 Total operating property loans $ 5,982 $ 5,980 $ 2 $ 5,938 Total investments reported at fair value $ 523,821 $ 213,069 $ 310,752 $ 234,171 (1) Represents principal balance of loan gross of origination fees. (2) Facility had received certificate of occupancy as of December 31, 2017. See Note 4, Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. (3) Facility had achieved at least 40% construction completion but had not received certificate of occupancy as of December 31, 2017. See Note 4, Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. (4) These investments contain a higher loan-to-cost ratio and a higher interest rate, some of which interest is payment-in-kind (“PIK”) interest. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. (5) During the first quarter of 2018, we purchased our partner’s 50.1% Profits Interest in these investments. |
Schedule of Changes in Fair Value of Investments | The following table provides a reconciliation of the funded principal to the fair market value of investments at March 31, 2018: Funded principal $ 309,093 Adjustments: Unamortized origination fees (5,994) Change in fair value of investments 20,059 Other (84) Fair value of investments $ 323,074 The following table provides a reconciliation of the funded principal to the fair market value of investments at December 31, 2017: Funded principal $ 213,069 Adjustments: Unamortized origination fees (5,081) Change in fair value of investments 26,267 Other (84) Fair value of investments $ 234,171 |
Schedule of Cost Basis of Real Estate Investments | The following table shows the Company’s basis as of the date of acquisition for the facilities acquired during the three months ended March 31, 2018: Jacksonville 1 Atlanta 1 Atlanta 2 Pittsburgh Totals Funded principal balance, net of unamortized origination fees $ 5,966 $ 8,084 $ 5,766 $ 4,938 $ 24,754 Unrealized appreciation on investments 2,947 2,704 2,900 1,976 10,527 Cash consideration, inclusive of transaction costs (1) 2,625 2,342 2,960 1,076 9,003 Assumed liabilities - - - 1,306 1,306 Net property working capital acquired 95 41 40 40 216 Total cost basis $ 11,633 $ 13,171 $ 11,666 $ 9,336 $ 45,806 (1) Includes $218 thousand of transaction costs incurred but not yet paid as of March 31, 2018. The following table shows the Company’s basis as of the date of acquisition for the facility acquired during the year ended December 31, 2017: Funded principal balance, net of unamortized origination fees $ 9,139 Unrealized appreciation on investments 3,780 Cash consideration, inclusive of transaction costs 2,856 Net property working capital acquired 52 Total cost basis $ 15,827 |
Real Estate Investment, Impact in Consolidated Balance Sheet , Disclosure | The following table shows the impact of these real estate investments on the Company’s accompanying Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Cash and cash equivalents $ 617 $ 121 Prepaid expenses and other assets 136 2 Land 8,181 1,505 Building and improvements 51,229 13,720 In-place leases 2,223 602 Accumulated depreciation and amortization (1,174) (472) Self-storage real estate owned $ 60,459 $ 15,355 Accounts payable, accrued expenses and other liabilities $ 1,601 $ 67 |
Real Estate Investment, Impact in Consolidated Statement of Operations, Disclosure | The following table shows the impact of these real estate investments on the Company’s accompanying Consolidated Statement of Operations for the three months ended March 31, 2018 and 2017: Three months ended Three months ended March 31, 2018 March 31, 2017 Rental and other property-related income from real estate owned $ 623 $ 63 Property operating expenses of real estate owned (311) (31) Depreciation and amortization expense (702) (24) Total expenses of real estate owned $ (1,013) $ (55) |
FAIR VALUE OF FINANCIAL INSTR21
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
Summary of Valuation Techniques and Inputs Used to Measure the Fair Value | The following table summarizes the instruments categorized in Level 3 of the fair value hierarchy and the valuation techniques and inputs used to measure their fair value. Instrument Valuation technique and assumptions Hierarchy classification Development property investments Valuations are determined 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 and bridge loan investments (a) Valuations are determined 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. Typically, the calibration is done on an investment level basis. In certain instances, we may acquire a portfolio of investments in which case the calibration is done on an aggregate basis to the aggregate net drawn amount as of the date of issuance. Level 3 An option-pricing method (OPM) framework is utilized to calculate the value of the Profits Interests. At certain stages in the investments life cycle (as described subsequently), the OPM requires an enterprise value derived from fair value of the underlying real estate project. The fair value of the underlying real estate project is determined using either a discounted cash flows model or direct capitalization approach. Operating property loans Valuations are determined 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. |
Summary of Significant Unobservable Inputs Used | The following tables summarize the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of March 31, 2018 and December 31, 2017 . These tables are 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 March 31, 2018 Unobservable Inputs Primary Valuation Weighted Asset Category Techniques Input Estimated Range Average Development property investments and bridge loan investments (a) Income approach analysis Market yields/discount rate 4.70 - 12.14% 9.15% Exit date (d) 0.17 - 6.46 years 3.53 years Development property investments with a profits interest and bridge loan investments (b) Option pricing model Volatility 52.42 - 92.65% 73.01% Exit date (d) 0.17 - 6.46 years 3.69 years Capitalization rate (c) 5.25 - 6.15% 5.47% Discount rate (c) 8.50 - 11.20% 8.93% Operating property loans Income approach analysis Market yields/discount rate 6.33 - 7.27% 6.73% Exit date (d) 3.73 - 4.40 years 4.12 years (a) The valuation technique for the development property investments with a Profits Interest does not differ from the development property investments without a Profits Interest. Therefore, this line item focuses on all development property investments, including those with a Profits Interest. (b) The valuation technique for the development property investments with a Profits Interest does not differ from the development property investments without a Profits Interest. The development property investments with a Profits Interest only require incremental valuation techniques to determine the value of the Profits Interest. Therefore this line only focuses on the Profits Interest valuation. (c) Seventeen properties were 40% - 100% complete, thus requiring a capitalization rate and/or discount rate to derive entrepreneurial profit which are used to derive the enterprise value input to the OPM. Capitalization rates are estimated based on current data derived from independent sources in the markets in which the Company holds investments. (d) The exit dates for the development property investments and bridge loan investments are generally the estimated date of stabilization of the underlying property. The exit dates for the operating property loans are the contractual maturity dates. As of December 31, 2017 Unobservable Inputs Primary Valuation Weighted Asset Category Techniques Input Estimated Range Average Development property investments (a) Income approach analysis Market yields/discount rate 7.83 - 10.62% 9.00% Exit date (d) 0.08 - 6.71 years 2.96 Development property investments with a profits interest (b) Option pricing model Volatility 63.94 - 94.03% 74.08% Exit date (d) 0.42 - 6.71 years 3.12 years Capitalization rate (c) 5.50 - 6.15% 5.51% Discount rate (c) 8.50 - 9.15% 8.51% Operating property loans Income approach analysis Market yields/discount rate 6.08 - 7.01% 6.47% Exit date (d) 3.98 - 4.65 years 4.37 years (a) The valuation technique for the development property investments with a Profits Interest does not differ from the development property investments without a Profits Interest. Therefore, this line item focuses on all development property investments, including those with a Profits Interest. (b) The valuation technique for the development property investments with a Profits Interest does not differ from the development property investments without a Profits Interest. The development property investments with a Profits Interest only require incremental valuation techniques to determine the value of the Profits Interest. Therefore this line only focuses on the Profits Interest valuation. (c) Eighteen properties were 40% - 100% complete, thus requiring a capitalization rate and/or discount rate to derive entrepreneurial profit, which are used to derive the enterprise value input to the OPM. Capitalization rates are estimated based on current data derived from independent sources in the markets in which the Company holds investments. (d) The exit dates for the development property investments are generally the estimated date of stabilization of the underlying property. The exit dates for the operating property loans are the contractual maturity dates. |
Schedule of Change in Fair Value of Investments Due to Change in Market Yield Discount Rates | The following fluctuations in the market yields/discount rates would have had the following impact on the fair value of our investments: Increase (decrease) in fair value of investments Change in market yields/discount rates (in millions) March 31, 2018 December 31, 2017 Up 25 basis points $ (1.7) $ (1.2) Down 25 basis points, subject to a minimum yield/rate of 10 basis points 1.8 1.2 Up 50 basis points $ (3.4) (2.3) Down 50 basis points, subject to a minimum yield/rate of 10 basis points 3.6 2.4 |
Schedule of Change in Fair Value of Investments Due to Change in Capitalization Rates | The following fluctuations in the capitalization rates would have had the following impact on the fair value of our investments: Increase (decrease) in fair value of investments Change in capitalization rates (in millions) March 31, 2018 December 31, 2017 Up 25 basis points $ (3.9) $ (2.8) Down 25 basis points 4.3 3.1 Up 50 basis points (7.6) (5.3) Down 50 basis points 9.1 6.4 |
Changes in Investments that Use Level 3 Inputs | The following table presents changes in investments that use Level 3 inputs: Balance at December 31, 2017 $ 234,171 Net realized gains - Net unrealized gains 4,320 Fundings of principal and change in unamortized origination fees 115,854 Repayments of loans (3) Payment-in-kind interest 4,013 Reclassification of self-storage real estate owned (35,281) Net transfers in or out of Level 3 - Balance at March 31, 2018 $ 323,074 |
INVESTMENT IN SELF-STORAGE RE22
INVESTMENT IN SELF-STORAGE REAL ESTATE VENTURE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
INVESTMENT IN SELF-STORAGE REAL ESTATE VENTURE [Abstract] | |
Equity Method Investments | As of March 31, 2018 , the SL1 Venture had eleven development property investments with a Profits Interest as described in more detail in the table below: Metropolitan Remaining Statistical Area Total Investment Funded Unfunded Closing Date ("MSA") Commitment Investment (1) Commitment Fair Value 5/14/2015 Miami 1 (2) (4) $ 13,867 $ 11,571 $ 2,296 $ 14,227 5/14/2015 Miami 2 (2) (3) 14,849 11,640 3,209 12,805 9/25/2015 Fort Lauderdale (2) (3) 13,230 9,982 3,248 11,598 4/15/2016 Washington DC (4) 17,269 16,146 1,123 18,539 4/29/2016 Atlanta 1 (3) 10,223 8,332 1,891 9,094 7/19/2016 Jacksonville (4) 8,127 7,253 874 11,241 7/21/2016 New Jersey 7,828 2,383 5,445 2,228 8/15/2016 Atlanta 2 (4) 8,772 7,846 926 9,077 8/25/2016 Denver (4) 11,032 9,105 1,927 11,009 9/28/2016 Columbia (4) 9,199 8,419 780 9,405 12/22/2016 Raleigh (3) 8,877 5,798 3,079 6,657 Total $ 123,273 $ 98,475 $ 24,798 $ 115,880 (1) Represents principal balance of loan gross of origination fees. (2) These development property investments (having approximately $8.1 million of outstanding principal at contribution) were contributed to the SL1 Venture on March 31, 2016 by the Company. (3) Facility had achieved at least 40% construction completion but had not received certificate of occupancy as of March 31, 2018 . See Note 4, Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. (4) Facility had received certificate of occupancy as of March 31, 2018. See Note 4, Fair Value of Financial Instruments , for information regarding recognition of entrepreneurial profit. |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
VARIABLE INTEREST ENTITIES [Abstract] | |
Schedule of Variable Interest Entities | The Company’s maximum exposure to loss as a result of its involvement with the development property VIEs is as follows: March 31, 2018 December 31, 2017 Assets recorded related to VIEs $ 317,189 $ 228,233 Unfunded loan commitments to VIEs 297,038 310,750 Maximum exposure to loss $ 614,227 $ 538,983 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
DEBT [Abstract] | |
Bank Commitments and Outstanding Balances of Senior Participations | The table below details the bank commitment and outstanding balance of our senior participation at March 31, 2018 : Commitment by Bank Amount Borrowed Remaining Funds Interest Rate Effective Interest Rate at March 31, 2018 Maturity Date (1) Miami A Note $ 10,001 $ 732 $ 9,269 30-day LIBOR + 3.10% 4.98 % June 30, 2018 Unamortized fees - Net balance $ 732 (1) On March 31, 2018, the maturity date was extended to June 30, 2018. The table below details the bank commitments and outstanding balances of our senior participation at December 31, 2017 : Commitment by Bank Amount Borrowed Remaining Funds Interest Rate Effective Interest Rate at December 31, 2017 Maturity Date (1) Miami A Note 10,001 732 9,269 30-day LIBOR + 3.10% 4.66 % January 31, 2018 Unamortized fees (14) Net balance $ 718 (1) On January 30, 2018, the maturity date was extended to March 31, 2018. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity [Abstract] | |
Summary of Changes in Restricted Shares | A summary of changes in the Company’s restricted shares of common stock for the three months ended March 31, 2018 and 2017 is as follows: Three months ended Three months ended March 31, 2018 March 31, 2017 Weighted Weighted average grant average grant Shares date fair value Shares date fair value Nonvested at December 31, 185,002 $ 21.58 120,001 $ 20.10 Granted 18,000 17.78 - - Vested (7,500) 19.25 - - Forfeited - - - - Nonvested at March 31, 195,502 $ 21.32 120,001 $ 20.10 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
EARNINGS PER SHARE [Abstract] | |
Schedule of Earnings per Share, Basic and Diluted | For the three months ended March 31, 2018 and 2017 , the Company’s basic earnings per share is computed using the two-class method, and our diluted earnings per share is computed using the more dilutive of the treasury stock method or two-class method: Three months ended March 31, 2018 2017 Shares outstanding Weighted average common shares - basic 14,247,174 8,857,030 Effect of dilutive securities 308,163 136,498 Weighted average common shares, all classes 14,555,337 8,993,528 Calculation of Earnings per Share - basic Net income $ 5,354 $ 1,783 Less: Net income allocated to preferred stockholders 3,595 546 Net income allocated to unvested restricted shares (1) 23 17 Net income attributable to common shareholders - two-class method $ 1,736 $ 1,220 Weighted average common shares - basic 14,247,174 8,857,030 Earnings per share - basic $ 0.12 $ 0.14 Calculation of Earnings per Share - diluted Net income $ 5,354 $ 1,783 Less: Net income allocated to preferred stockholders 3,595 546 Net income attributable to common shareholders - two-class method $ 1,759 $ 1,237 Weighted average common shares - diluted 14,555,337 8,993,528 Earnings per share - diluted $ 0.12 $ 0.14 (1) Unvested restricted shares of common stock participate in dividends with unrestricted shares of common stock on a 1:1 basis and thus are considered participating securities under the two-class method for the three months ended March 31, 2018 and 2017 . |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
SUBSEQUENT EVENTS [Abstract] | |
Schedule of Subsequent Investments | Subsequent to March 31, 2018, the Company closed on the following development property investments with a Profits Interest: Total Investment Closing Date MSA Commitment 4/6/2018 Minneapolis 3 $ 12,883 5/1/2018 Miami 9 12,421 Total $ 25,304 |
ORGANIZATION AND FORMATION OF28
ORGANIZATION AND FORMATION OF THE COMPANY (Narrative) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
ORGANIZATION AND FORMATION OF THE COMPANY [Abstract] | ||
Operations commenced date | Oct. 1, 2014 | |
Common stock, par value | $ 0.01 | $ 0.01 |
Initial public offering | The Company closed its initial public offering (the "IPO") of its common stock, $0.01 par value per share (the "common stock"), on April 1, 2015 |
SIGNIFICANT ACCOUNTING POLICI29
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | Jul. 27, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Significant Accounting Policies [Line Items] | ||||
Origination fees received in cash | $ 1,167 | $ 1,129 | ||
Assets Leased to Others [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 40 years | |||
Property, plant and equipment, depreciation method | straight-line method | |||
Furniture and Office and Computer Equipment and Software [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, depreciation method | straight-line basis | |||
Furniture and Office and Computer Equipment and Software [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | |||
Furniture and Office and Computer Equipment and Software [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 7 years | |||
Series A Preferred Stock [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Preferred stock offering costs | $ 2,800 | |||
Deferred offering costs | 600 | |||
Value of shares to be issued prior to expiration of commitment period | $ 50,000 | 50,000 | ||
Cumulative Preferred Stock [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amount of reduction in cumulative preferred stock | $ 2,800 | $ 2,200 | ||
Eight Revolving Loan Agreements [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Loans receivable period | 3 years | |||
Loans outstanding | $ 800 | |||
Eight Revolving Loan Agreements [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Interest rate on committed loans | 6.90% | |||
Eight Revolving Loan Agreements [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Interest rate on committed loans | 7.00% | |||
Nine Revolving Loan Agreements [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Loans outstanding | $ 1,000 |
SIGNIFICANT ACCOUNTING POLICI30
SIGNIFICANT ACCOUNTING POLICIES (Financial Instruments Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Development property investments | $ 239,754 | $ 228,233 |
Bridge loan investments at fair value | 77,435 | |
Operating property loans | 5,885 | 5,938 |
Total investments | 323,074 | 234,171 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Development property investments | 239,754 | 228,233 |
Bridge loan investments at fair value | 77,435 | |
Operating property loans | 5,885 | 5,938 |
Total investments | $ 323,074 | $ 234,171 |
SIGNIFICANT ACCOUNTING POLICI31
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Consolidated Statements of Cash Flows - Supplemental Disclosures) (Details) - USD ($) $ in Thousands | Feb. 20, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Supplemental disclosure of cash flow information: | |||
Interest paid | $ 114 | $ 153 | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Stock dividend paid on preferred stock | 44 | 823 | |
Dividends declared, but not paid, on preferred stock | 3,595 | 546 | |
Dividends declared, but not paid, on common stock | 5,056 | 3,149 | |
Reclassification of self-storage real estate owned | 35,281 | $ 6,041 | |
Assumed liabilities with acquisition of self-storage real estate owned | $ 1,306 | 1,306 | |
Other loans paid off with issuance of development property investments | 117 | ||
Reclassification of deferred costs to cumulative preferred stock | $ 559 |
SELF-STORAGE INVESTMENT PORTF32
SELF-STORAGE INVESTMENT PORTFOLIO (Narrative) (Details) $ in Thousands | Feb. 20, 2018USD ($) | Feb. 20, 2018USD ($) | Feb. 02, 2018USD ($) | Jan. 10, 2018USD ($) | Aug. 09, 2017USD ($) | Feb. 03, 2017USD ($) | Mar. 31, 2018USD ($)ft²loanproperty | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Aug. 08, 2017 | Feb. 02, 2017 |
Schedule of Investments [Line Items] | |||||||||||
Assumed liabilities with acquisition of self-storage real estate owned | $ 1,306 | $ 1,306 | |||||||||
Payments to acquire development property | 8,785 | $ 1,270 | |||||||||
Commitment amount | 606,133 | $ 523,821 | |||||||||
Funded Investment, outstanding | $ 24,754 | 24,754 | $ 9,139 | 309,093 | 213,069 | ||||||
Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Commitment amount | $ 516,827 | 517,839 | |||||||||
Put option purchase price terms | The put, if exercised, requires the Company to purchase the member's interest at the original purchase price plus a yield of 4.5% on such purchase price | ||||||||||
Bridge Loan Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Number of investments | property | 5 | ||||||||||
Commitment amount | $ 83,324 | ||||||||||
Operating Property Loans [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Number of investments | loan | 2 | ||||||||||
Mortgage loans on real estate, periodic payment terms | generally have a term of 72 months | ||||||||||
Commitment amount | $ 5,982 | 5,982 | |||||||||
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% | ||||||||||
Development Property and Bridge Loan Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Development property investment, assets | $ 327,300 | 234,700 | |||||||||
Development property investment, liabilities | 288,300 | 194,400 | |||||||||
Development property investment, revenue | 800 | 400 | |||||||||
Development property investment, operating income (loss) | $ 100 | $ 400 | |||||||||
Three Bridge Loans [Member] | Bridge Loan Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 49.90% | ||||||||||
Mortgage loans on real estate, interest rate | 6.90% | ||||||||||
Funded Investment, outstanding | $ 47,100 | ||||||||||
Three Bridge Loans [Member] | Bridge Loan Investments [Member] | Minimum [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Net rentable area | ft² | 203,000 | ||||||||||
Two Bridge Loans [Member] | Bridge Loan Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 49.90% | ||||||||||
Mortgage loans on real estate, interest rate | 9.50% | ||||||||||
Bridge loan investment, preferential payment amount | $ 1,000 | ||||||||||
Commitment amount | $ 36,200 | ||||||||||
Two Bridge Loans [Member] | Bridge Loan Investments [Member] | Payable Monthly in Cash [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Mortgage loans on real estate, interest rate | 6.50% | ||||||||||
Two Bridge Loans [Member] | Bridge Loan Investments [Member] | Payable Upon Maturity [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Mortgage loans on real estate, interest rate | 3.00% | ||||||||||
Two Bridge Loans [Member] | Bridge Loan Investments [Member] | Concentration Related to Net Income [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Concentration risk percentage | 20.00% | ||||||||||
Two Bridge Loans [Member] | Bridge Loan Investments [Member] | Minimum [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Net rentable area | ft² | 160,000 | ||||||||||
Five Bridge Loans [Member] | Bridge Loan Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Mortgage loans on real estate, periodic payment terms | will mature five years from the date of closing, with the borrower having two extension options for one year each | ||||||||||
Funded Investment [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | $ 309,093 | 213,069 | |||||||||
Funded Investment [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | 225,767 | 207,089 | |||||||||
Funded Investment [Member] | Bridge Loan Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | 77,346 | ||||||||||
Funded Investment [Member] | Operating Property Loans [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | $ 5,980 | 5,980 | |||||||||
Loan investments [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Number of investments | property | 42 | ||||||||||
Equity method investment, ownership percentage | 49.90% | ||||||||||
Mortgage loans on real estate, interest rate | 6.90% | ||||||||||
Mortgage loans on real estate, periodic payment terms | typically have a term of 72 months | ||||||||||
Commitment amount | $ 499,094 | 500,106 | |||||||||
Loan investments [Member] | Funded Investment [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | $ 210,929 | 194,597 | |||||||||
Construction Loans [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Number of investments | loan | 1 | ||||||||||
Mortgage loans on real estate, interest rate | 6.90% | ||||||||||
Mortgage loans on real estate, periodic payment terms | and an initial term of 18 months that was extended during the first quarter of 2017 and in 2018 | ||||||||||
Commitment amount | $ 17,733 | 17,733 | |||||||||
Construction Loans [Member] | Funded Investment [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | 14,838 | 12,492 | |||||||||
Pittsburgh [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Assumed liabilities with acquisition of self-storage real estate owned | 1,306 | ||||||||||
Funded Investment, outstanding | 4,938 | 4,938 | |||||||||
Pittsburgh [Member] | Loan investments [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Commitment amount | 5,266 | ||||||||||
Pittsburgh [Member] | Loan investments [Member] | Funded Investment [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | 4,798 | ||||||||||
Pittsburgh [Member] | Class A Membership Units [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Assumed liabilities with acquisition of self-storage real estate owned | $ 1,300 | ||||||||||
Payments to acquire development property | $ 900 | ||||||||||
Minority interest ownership percentage | 100.00% | 100.00% | |||||||||
Atlanta 1 [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | $ 8,084 | ||||||||||
Atlanta 1 [Member] | Loan investments [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Commitment amount | 8,132 | ||||||||||
Atlanta 1 [Member] | Loan investments [Member] | Funded Investment [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | 8,086 | ||||||||||
Atlanta 1 [Member] | Class A Membership Units [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Payments to acquire development property | $ 2,400 | ||||||||||
Minority interest ownership percentage | 100.00% | ||||||||||
Atlanta 2 [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | $ 5,766 | ||||||||||
Atlanta 2 [Member] | Loan investments [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Commitment amount | 6,050 | ||||||||||
Atlanta 2 [Member] | Loan investments [Member] | Funded Investment [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | 5,769 | ||||||||||
Atlanta 2 [Member] | Class A Membership Units [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Payments to acquire development property | $ 3,000 | ||||||||||
Jacksonville 1 [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | $ 5,966 | ||||||||||
Jacksonville 1 [Member] | Loan investments [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Commitment amount | 6,445 | ||||||||||
Jacksonville 1 [Member] | Loan investments [Member] | Funded Investment [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | 5,988 | ||||||||||
Jacksonville 1 [Member] | Class A Membership Units [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Payments to acquire development property | $ 2,700 | ||||||||||
Minority interest ownership percentage | 100.00% | ||||||||||
Orlando 1 [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 49.90% | ||||||||||
Payments to acquire development property | $ 1,300 | ||||||||||
Minority interest ownership percentage | 100.00% | 74.90% | 74.90% | ||||||||
Orlando 1 [Member] | Class A Membership Units [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Minority interest ownership percentage | 50.00% | 50.00% | |||||||||
Orlando 2 [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 49.90% | ||||||||||
Payments to acquire development property | $ 1,600 | ||||||||||
Minority interest ownership percentage | 100.00% | ||||||||||
Orlando 2 [Member] | Class A Membership Units [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Minority interest ownership percentage | 100.00% | ||||||||||
New York City 1 [Member] | Loan investments [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Commitment amount | 16,117 | 16,117 | |||||||||
New York City 1 [Member] | Loan investments [Member] | Funded Investment [Member] | Development Property Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | 15,591 | $ 14,914 | |||||||||
Miami 4 [Member] | Bridge Loan Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Property investment, total income | 1,400 | ||||||||||
Commitment amount | 20,201 | ||||||||||
Miami 4 [Member] | Funded Investment [Member] | Bridge Loan Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | 19,293 | ||||||||||
Miami 6 [Member] | Bridge Loan Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Property investment, total income | 3,800 | ||||||||||
Commitment amount | 13,370 | ||||||||||
Miami 6 [Member] | Funded Investment [Member] | Bridge Loan Investments [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Funded Investment, outstanding | $ 13,161 |
SELF-STORAGE INVESTMENT PORTF33
SELF-STORAGE INVESTMENT PORTFOLIO (Schedule of Investments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2018 | Dec. 31, 2017 | Feb. 20, 2018 | Feb. 02, 2018 | Jan. 10, 2018 | Aug. 09, 2017 | May 27, 2016 | |
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 606,133 | $ 523,821 | |||||
Funded Investment | 309,093 | 213,069 | $ 24,754 | $ 9,139 | |||
Development property investments, Fair Value | 239,754 | 228,233 | |||||
Bridge loan investments, Fair Value | 77,435 | ||||||
Operating property loans, Fair Value | 5,885 | 5,938 | |||||
Total investments | $ 323,074 | 234,171 | |||||
Percentage of completion of construction | 100.00% | ||||||
Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | $ 309,093 | 213,069 | |||||
Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | 297,040 | 310,752 | |||||
Atlanta 1 [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | $ 8,084 | ||||||
Atlanta 2 [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | $ 5,766 | ||||||
Pittsburgh [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | $ 4,938 | ||||||
Jacksonville 1 [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | $ 5,966 | ||||||
Development Property Investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | 516,827 | 517,839 | |||||
Development property investments, Fair Value | $ 239,754 | 228,233 | |||||
Equity method investment percentage of additional equity acquired | 50.10% | ||||||
Development Property Investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | $ 225,767 | 207,089 | |||||
Development Property Investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | 291,060 | 310,750 | |||||
Development Property Investments [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | 499,094 | 500,106 | |||||
Development property investments, Fair Value | $ 225,038 | $ 215,860 | |||||
Percentage of completion of construction | 40.00% | 40.00% | |||||
Development Property Investments [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | $ 210,929 | $ 194,597 | |||||
Development Property Investments [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | 288,165 | 305,509 | |||||
Development Property Investments [Member] | Construction Loans [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | 17,733 | 17,733 | |||||
Development property investments, Fair Value | 14,716 | 12,373 | |||||
Development Property Investments [Member] | Construction Loans [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 14,838 | 12,492 | |||||
Development Property Investments [Member] | Construction Loans [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 2,895 | $ 5,241 | |||||
Development Property Investments [Member] | Atlanta 1 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 6/10/2015 | ||||||
Investment Commitment | $ 8,132 | ||||||
Development property investments, Fair Value | 10,741 | ||||||
Development Property Investments [Member] | Atlanta 1 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 8,086 | ||||||
Development Property Investments [Member] | Atlanta 1 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 46 | ||||||
Development Property Investments [Member] | Tampa 1 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 6/19/2015 | 6/19/2015 | |||||
Investment Commitment | $ 5,369 | $ 5,369 | |||||
Development property investments, Fair Value | 5,956 | 6,012 | |||||
Development Property Investments [Member] | Tampa 1 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 5,285 | 5,285 | |||||
Development Property Investments [Member] | Tampa 1 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 84 | $ 84 | |||||
Development Property Investments [Member] | Atlanta 2 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 6/26/2015 | ||||||
Investment Commitment | $ 6,050 | ||||||
Development property investments, Fair Value | 8,631 | ||||||
Development Property Investments [Member] | Atlanta 2 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 5,769 | ||||||
Development Property Investments [Member] | Atlanta 2 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 281 | ||||||
Development Property Investments [Member] | Charlotte 1 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 6/29/2015 | 6/29/2015 | |||||
Investment Commitment | $ 7,624 | $ 7,624 | |||||
Development property investments, Fair Value | 10,242 | 10,363 | |||||
Development Property Investments [Member] | Charlotte 1 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 7,320 | 7,251 | |||||
Development Property Investments [Member] | Charlotte 1 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 304 | $ 373 | |||||
Development Property Investments [Member] | Milwaukee [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 7/2/2015 | 7/2/2015 | |||||
Investment Commitment | $ 7,650 | $ 7,650 | |||||
Development property investments, Fair Value | 9,283 | 8,994 | |||||
Development Property Investments [Member] | Milwaukee [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 7,641 | 7,512 | |||||
Development Property Investments [Member] | Milwaukee [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 9 | $ 138 | |||||
Development Property Investments [Member] | New Haven [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 7/31/2015 | 7/31/2015 | |||||
Investment Commitment | $ 6,930 | $ 6,930 | |||||
Development property investments, Fair Value | 8,123 | 8,231 | |||||
Development Property Investments [Member] | New Haven [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 6,563 | 6,524 | |||||
Development Property Investments [Member] | New Haven [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 367 | $ 406 | |||||
Development Property Investments [Member] | Pittsburgh [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 8/10/2015 | ||||||
Investment Commitment | $ 5,266 | ||||||
Development property investments, Fair Value | 6,774 | ||||||
Development Property Investments [Member] | Pittsburgh [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 4,798 | ||||||
Development Property Investments [Member] | Pittsburgh [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 468 | ||||||
Development Property Investments [Member] | Raleigh [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 8/14/2015 | 8/14/2015 | |||||
Investment Commitment | $ 8,792 | $ 8,792 | |||||
Development property investments, Fair Value | 7,893 | 5,889 | |||||
Development Property Investments [Member] | Raleigh [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 7,320 | 5,550 | |||||
Development Property Investments [Member] | Raleigh [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 1,472 | $ 3,242 | |||||
Development Property Investments [Member] | Jacksonville 1 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 9/30/2015 | ||||||
Investment Commitment | $ 6,445 | ||||||
Development property investments, Fair Value | 8,913 | ||||||
Development Property Investments [Member] | Jacksonville 1 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 5,988 | ||||||
Development Property Investments [Member] | Jacksonville 1 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 457 | ||||||
Development Property Investments [Member] | Austin [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 10/27/2015 | 10/27/2015 | |||||
Investment Commitment | $ 8,658 | $ 8,658 | |||||
Development property investments, Fair Value | 8,821 | 8,782 | |||||
Development Property Investments [Member] | Austin [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 7,422 | 7,297 | |||||
Development Property Investments [Member] | Austin [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 1,236 | $ 1,361 | |||||
Development Property Investments [Member] | Charlotte 2 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 9/20/2016 | 9/20/2016 | |||||
Investment Commitment | $ 12,888 | $ 12,888 | |||||
Development property investments, Fair Value | 8,196 | 5,686 | |||||
Development Property Investments [Member] | Charlotte 2 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 7,448 | 5,453 | |||||
Development Property Investments [Member] | Charlotte 2 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 5,440 | $ 7,435 | |||||
Development Property Investments [Member] | Jacksonville 2 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 11/17/2016 | 11/17/2016 | |||||
Investment Commitment | $ 7,530 | $ 7,530 | |||||
Development property investments, Fair Value | 6,689 | 5,818 | |||||
Development Property Investments [Member] | Jacksonville 2 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 5,437 | 4,971 | |||||
Development Property Investments [Member] | Jacksonville 2 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 2,093 | $ 2,559 | |||||
Development Property Investments [Member] | New York City 1 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 1/4/2017 | 1/4/2017 | |||||
Investment Commitment | $ 16,117 | $ 16,117 | |||||
Development property investments, Fair Value | 19,995 | 18,892 | |||||
Development Property Investments [Member] | New York City 1 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 15,591 | 14,914 | |||||
Development Property Investments [Member] | New York City 1 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 526 | $ 1,203 | |||||
Development Property Investments [Member] | Atlanta 3 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 1/18/2017 | 1/18/2017 | |||||
Investment Commitment | $ 14,115 | $ 14,115 | |||||
Development property investments, Fair Value | 2,698 | 2,236 | |||||
Development Property Investments [Member] | Atlanta 3 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 2,886 | 2,393 | |||||
Development Property Investments [Member] | Atlanta 3 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 11,229 | $ 11,722 | |||||
Development Property Investments [Member] | Atlanta 4 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 1/31/2017 | 1/31/2017 | |||||
Investment Commitment | $ 13,678 | $ 13,678 | |||||
Development property investments, Fair Value | 9,107 | 7,147 | |||||
Development Property Investments [Member] | Atlanta 4 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 8,556 | 7,040 | |||||
Development Property Investments [Member] | Atlanta 4 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 5,122 | $ 6,638 | |||||
Development Property Investments [Member] | Orlando 3 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 2/24/2017 | 2/24/2017 | |||||
Investment Commitment | $ 8,056 | $ 8,056 | |||||
Development property investments, Fair Value | 5,210 | 3,335 | |||||
Development Property Investments [Member] | Orlando 3 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 4,565 | 3,144 | |||||
Development Property Investments [Member] | Orlando 3 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 3,491 | $ 4,912 | |||||
Development Property Investments [Member] | New Orleans [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 2/24/2017 | 2/24/2017 | |||||
Investment Commitment | $ 12,549 | $ 12,549 | |||||
Development property investments, Fair Value | 1,934 | 553 | |||||
Development Property Investments [Member] | New Orleans [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 2,115 | 677 | |||||
Development Property Investments [Member] | New Orleans [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 10,434 | $ 11,872 | |||||
Development Property Investments [Member] | Atlanta 5 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 2/27/2017 | 2/27/2017 | |||||
Investment Commitment | $ 17,492 | $ 17,492 | |||||
Development property investments, Fair Value | 5,882 | 4,739 | |||||
Development Property Investments [Member] | Atlanta 5 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 6,146 | 4,971 | |||||
Development Property Investments [Member] | Atlanta 5 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 11,346 | $ 12,521 | |||||
Development Property Investments [Member] | Fort Lauderdale [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 3/1/2017 | 3/1/2017 | |||||
Investment Commitment | $ 9,952 | $ 9,952 | |||||
Development property investments, Fair Value | 1,860 | 1,043 | |||||
Development Property Investments [Member] | Fort Lauderdale [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 1,948 | 1,128 | |||||
Development Property Investments [Member] | Fort Lauderdale [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 8,004 | $ 8,824 | |||||
Development Property Investments [Member] | Houston [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 3/1/2017 | 3/1/2017 | |||||
Investment Commitment | $ 13,630 | $ 13,630 | |||||
Development property investments, Fair Value | 4,388 | 3,547 | |||||
Development Property Investments [Member] | Houston [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 4,529 | 3,633 | |||||
Development Property Investments [Member] | Houston [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 9,101 | $ 9,997 | |||||
Development Property Investments [Member] | Louisville 1 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 4/14/2017 | 4/14/2017 | |||||
Investment Commitment | $ 8,523 | $ 8,523 | |||||
Development property investments, Fair Value | 4,471 | 3,083 | |||||
Development Property Investments [Member] | Louisville 1 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 4,008 | 2,932 | |||||
Development Property Investments [Member] | Louisville 1 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 4,515 | $ 5,591 | |||||
Development Property Investments [Member] | Denver 1 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 4/20/2017 | 4/20/2017 | |||||
Investment Commitment | $ 9,806 | $ 9,806 | |||||
Development property investments, Fair Value | 2,406 | 1,849 | |||||
Development Property Investments [Member] | Denver 1 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 2,500 | 1,940 | |||||
Development Property Investments [Member] | Denver 1 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 7,306 | $ 7,866 | |||||
Development Property Investments [Member] | Denver 2 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 4/20/2017 | 4/20/2017 | |||||
Investment Commitment | $ 11,164 | $ 11,164 | |||||
Development property investments, Fair Value | 7,746 | 5,849 | |||||
Development Property Investments [Member] | Denver 2 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 6,947 | 5,442 | |||||
Development Property Investments [Member] | Denver 2 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 4,217 | $ 5,722 | |||||
Development Property Investments [Member] | Atlanta 6 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 5/2/2017 | 5/2/2017 | |||||
Investment Commitment | $ 12,543 | $ 12,543 | |||||
Development property investments, Fair Value | 6,558 | 4,262 | |||||
Development Property Investments [Member] | Atlanta 6 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 6,310 | 4,344 | |||||
Development Property Investments [Member] | Atlanta 6 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 6,233 | $ 8,199 | |||||
Development Property Investments [Member] | Tampa 2 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 5/2/2017 | 5/2/2017 | |||||
Investment Commitment | $ 8,091 | $ 8,091 | |||||
Development property investments, Fair Value | 1,524 | 1,010 | |||||
Development Property Investments [Member] | Tampa 2 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 1,610 | 1,086 | |||||
Development Property Investments [Member] | Tampa 2 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 6,481 | $ 7,005 | |||||
Development Property Investments [Member] | Tampa 3 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 5/19/2017 | 5/19/2017 | |||||
Investment Commitment | $ 9,224 | $ 9,224 | |||||
Development property investments, Fair Value | 2,478 | 1,335 | |||||
Development Property Investments [Member] | Tampa 3 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 2,578 | 1,422 | |||||
Development Property Investments [Member] | Tampa 3 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 6,646 | $ 7,802 | |||||
Development Property Investments [Member] | Tampa 4 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 6/12/2017 | 6/12/2017 | |||||
Investment Commitment | $ 10,266 | $ 10,266 | |||||
Development property investments, Fair Value | 3,821 | 1,752 | |||||
Development Property Investments [Member] | Tampa 4 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 3,697 | 1,847 | |||||
Development Property Investments [Member] | Tampa 4 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 6,569 | $ 8,419 | |||||
Development Property Investments [Member] | Baltimore [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 6/19/2017 | 6/19/2017 | |||||
Investment Commitment | $ 10,775 | $ 10,775 | |||||
Development property investments, Fair Value | 4,194 | 3,115 | |||||
Development Property Investments [Member] | Baltimore [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 4,410 | 3,315 | |||||
Development Property Investments [Member] | Baltimore [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 6,365 | $ 7,460 | |||||
Development Property Investments [Member] | Knoxville [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 6/28/2017 | 6/28/2017 | |||||
Investment Commitment | $ 9,115 | $ 9,115 | |||||
Development property investments, Fair Value | 2,642 | 1,265 | |||||
Development Property Investments [Member] | Knoxville [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 2,738 | 1,351 | |||||
Development Property Investments [Member] | Knoxville [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 6,377 | $ 7,764 | |||||
Development Property Investments [Member] | Boston 1 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 6/29/2017 | 6/29/2017 | |||||
Investment Commitment | $ 14,103 | $ 14,103 | |||||
Development property investments, Fair Value | 8,109 | 4,914 | |||||
Development Property Investments [Member] | Boston 1 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 7,453 | 4,978 | |||||
Development Property Investments [Member] | Boston 1 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 6,650 | $ 9,125 | |||||
Development Property Investments [Member] | New York City 2 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 6/30/2017 | 6/30/2017 | |||||
Investment Commitment | $ 26,482 | $ 26,482 | |||||
Development property investments, Fair Value | 18,093 | 17,576 | |||||
Development Property Investments [Member] | New York City 2 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 18,657 | 18,042 | |||||
Development Property Investments [Member] | New York City 2 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 7,825 | $ 8,440 | |||||
Development Property Investments [Member] | Jacksonville 3 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 7/27/2017 | 7/27/2017 | |||||
Investment Commitment | $ 8,096 | $ 8,096 | |||||
Development property investments, Fair Value | 2,640 | 1,053 | |||||
Development Property Investments [Member] | Jacksonville 3 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 2,658 | 1,134 | |||||
Development Property Investments [Member] | Jacksonville 3 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 5,438 | $ 6,962 | |||||
Development Property Investments [Member] | Orlando 4 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 8/30/2017 | 8/30/2017 | |||||
Investment Commitment | $ 9,037 | $ 9,037 | |||||
Development property investments, Fair Value | 2,335 | 1,960 | |||||
Development Property Investments [Member] | Orlando 4 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 2,446 | 2,059 | |||||
Development Property Investments [Member] | Orlando 4 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 6,591 | $ 6,978 | |||||
Development Property Investments [Member] | Los Angeles [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 9/14/2017 | 9/14/2017 | |||||
Investment Commitment | $ 28,750 | $ 28,750 | |||||
Development property investments, Fair Value | 7,472 | 7,398 | |||||
Development Property Investments [Member] | Los Angeles [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 7,695 | 7,533 | |||||
Development Property Investments [Member] | Los Angeles [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 21,055 | $ 21,217 | |||||
Development Property Investments [Member] | Miami 1 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 9/14/2017 | 9/14/2017 | |||||
Investment Commitment | $ 14,657 | $ 14,657 | |||||
Development property investments, Fair Value | 6,268 | 5,725 | |||||
Development Property Investments [Member] | Miami 1 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 6,429 | 5,862 | |||||
Development Property Investments [Member] | Miami 1 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 8,228 | $ 8,795 | |||||
Development Property Investments [Member] | Louisville 2 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 9/28/2017 | 9/28/2017 | |||||
Investment Commitment | $ 9,940 | $ 9,940 | |||||
Development property investments, Fair Value | 3,129 | 1,762 | |||||
Development Property Investments [Member] | Louisville 2 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 3,241 | 1,864 | |||||
Development Property Investments [Member] | Louisville 2 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 6,699 | $ 8,076 | |||||
Development Property Investments [Member] | Miami 2 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 10/12/2017 | 10/12/2017 | |||||
Investment Commitment | $ 9,459 | $ 9,459 | |||||
Development property investments, Fair Value | 837 | 820 | |||||
Development Property Investments [Member] | Miami 2 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 1,038 | 1,014 | |||||
Development Property Investments [Member] | Miami 2 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 8,421 | $ 8,445 | |||||
Development Property Investments [Member] | New York City 3 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 10/30/2017 | 10/30/2017 | |||||
Investment Commitment | $ 14,701 | $ 14,701 | |||||
Development property investments, Fair Value | 3,237 | 2,294 | |||||
Development Property Investments [Member] | New York City 3 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 3,557 | 2,595 | |||||
Development Property Investments [Member] | New York City 3 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 11,144 | $ 12,106 | |||||
Development Property Investments [Member] | Miami 3 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 11/16/2017 | 11/16/2017 | |||||
Investment Commitment | $ 20,168 | $ 20,168 | |||||
Development property investments, Fair Value | 3,332 | 3,099 | |||||
Development Property Investments [Member] | Miami 3 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 3,773 | 3,508 | |||||
Development Property Investments [Member] | Miami 3 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 16,395 | $ 16,660 | |||||
Development Property Investments [Member] | Minneapolis 1 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 11/21/2017 | 11/21/2017 | |||||
Investment Commitment | $ 12,674 | $ 12,674 | |||||
Development property investments, Fair Value | 1,065 | 1,023 | |||||
Development Property Investments [Member] | Minneapolis 1 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 1,202 | 1,150 | |||||
Development Property Investments [Member] | Minneapolis 1 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 11,472 | $ 11,524 | |||||
Development Property Investments [Member] | Boston 2 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 12/1/2017 | 12/1/2017 | |||||
Investment Commitment | $ 8,771 | $ 8,771 | |||||
Development property investments, Fair Value | 1,568 | 1,220 | |||||
Development Property Investments [Member] | Boston 2 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 1,661 | 1,306 | |||||
Development Property Investments [Member] | Boston 2 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 7,110 | $ 7,465 | |||||
Development Property Investments [Member] | Miami [Member] | Construction Loans [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 12/23/2015 | 12/23/2015 | |||||
Investment Commitment | $ 17,733 | $ 17,733 | $ 17,700 | ||||
Development property investments, Fair Value | 14,716 | 12,373 | |||||
Development Property Investments [Member] | Miami [Member] | Construction Loans [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 14,838 | 12,492 | |||||
Development Property Investments [Member] | Miami [Member] | Construction Loans [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 2,895 | $ 5,241 | |||||
Development Property Investments [Member] | New York City 4 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 12/15/2017 | 12/15/2017 | |||||
Investment Commitment | $ 10,591 | $ 10,591 | |||||
Development property investments, Fair Value | 887 | 823 | |||||
Development Property Investments [Member] | New York City 4 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 1,000 | 927 | |||||
Development Property Investments [Member] | New York City 4 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 9,591 | $ 9,664 | |||||
Development Property Investments [Member] | Boston 3 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 12/27/2017 | 12/27/2017 | |||||
Investment Commitment | $ 10,174 | $ 10,174 | |||||
Development property investments, Fair Value | 2,295 | 2,169 | |||||
Development Property Investments [Member] | Boston 3 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 2,398 | 2,259 | |||||
Development Property Investments [Member] | Boston 3 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 7,776 | $ 7,915 | |||||
Development Property Investments [Member] | New York City 5 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 12/28/2017 | 12/28/2017 | |||||
Investment Commitment | $ 16,073 | $ 16,073 | |||||
Development property investments, Fair Value | 4,612 | 4,178 | |||||
Development Property Investments [Member] | New York City 5 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 4,765 | 4,303 | |||||
Development Property Investments [Member] | New York City 5 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 11,308 | 11,770 | |||||
Development Property Investments [Member] | Minneapolis 2 [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 2/8/2018 | ||||||
Investment Commitment | $ 10,543 | ||||||
Development property investments, Fair Value | 4,534 | ||||||
Development Property Investments [Member] | Minneapolis 2 [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 4,599 | ||||||
Development Property Investments [Member] | Minneapolis 2 [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 5,944 | ||||||
Development Property Investments [Member] | Philadelphia [Member] | Loan investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 3/30/2018 | ||||||
Investment Commitment | $ 14,338 | ||||||
Development property investments, Fair Value | 2,508 | ||||||
Development Property Investments [Member] | Philadelphia [Member] | Loan investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 2,787 | ||||||
Development Property Investments [Member] | Philadelphia [Member] | Loan investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | 11,551 | ||||||
Bridge Loan Investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | 83,324 | ||||||
Bridge loan investments, Fair Value | 77,435 | ||||||
Bridge Loan Investments [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 77,346 | ||||||
Bridge Loan Investments [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 5,978 | ||||||
Bridge Loan Investments [Member] | Miami 4 [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 3/2/2018 | ||||||
Investment Commitment | $ 20,201 | ||||||
Bridge loan investments, Fair Value | 20,461 | ||||||
Bridge Loan Investments [Member] | Miami 4 [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 19,293 | ||||||
Bridge Loan Investments [Member] | Miami 4 [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 908 | ||||||
Bridge Loan Investments [Member] | Miami 5 [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 3/2/2018 | ||||||
Investment Commitment | $ 17,738 | ||||||
Bridge loan investments, Fair Value | 13,637 | ||||||
Bridge Loan Investments [Member] | Miami 5 [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 15,734 | ||||||
Bridge Loan Investments [Member] | Miami 5 [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 2,004 | ||||||
Bridge Loan Investments [Member] | Miami 6 [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 3/2/2018 | ||||||
Investment Commitment | $ 13,370 | ||||||
Bridge loan investments, Fair Value | 16,691 | ||||||
Bridge Loan Investments [Member] | Miami 6 [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 13,161 | ||||||
Bridge Loan Investments [Member] | Miami 6 [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 209 | ||||||
Bridge Loan Investments [Member] | Miami 7 [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 3/2/2018 | ||||||
Investment Commitment | $ 18,462 | ||||||
Bridge loan investments, Fair Value | 14,465 | ||||||
Bridge Loan Investments [Member] | Miami 7 [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 16,366 | ||||||
Bridge Loan Investments [Member] | Miami 7 [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 2,096 | ||||||
Bridge Loan Investments [Member] | Miami 8 [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 3/2/2018 | ||||||
Investment Commitment | $ 13,553 | ||||||
Bridge loan investments, Fair Value | 12,181 | ||||||
Bridge Loan Investments [Member] | Miami 8 [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 12,792 | ||||||
Bridge Loan Investments [Member] | Miami 8 [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | 761 | ||||||
Operating Property Loans [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | 5,982 | 5,982 | |||||
Operating property loans, Fair Value | 5,885 | 5,938 | |||||
Operating Property Loans [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 5,980 | 5,980 | |||||
Operating Property Loans [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 2 | $ 2 | |||||
Operating Property Loans [Member] | Newark [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 7/7/2015 | 7/7/2015 | |||||
Investment Commitment | $ 3,480 | $ 3,480 | |||||
Operating property loans, Fair Value | 3,415 | 3,447 | |||||
Operating Property Loans [Member] | Newark [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | $ 3,480 | $ 3,480 | |||||
Operating Property Loans [Member] | Chicago [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Closing Date | 12/22/2015 | 12/22/2015 | |||||
Investment Commitment | $ 2,502 | $ 2,502 | |||||
Operating property loans, Fair Value | 2,470 | 2,491 | |||||
Operating Property Loans [Member] | Chicago [Member] | Funded Investment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Funded Investment | 2,500 | 2,500 | |||||
Operating Property Loans [Member] | Chicago [Member] | Unfunded Commitment [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Investment Commitment | $ 2 | $ 2 |
SELF-STORAGE INVESTMENT PORTF34
SELF-STORAGE INVESTMENT PORTFOLIO (Schedule of Changes in Fair Value of Investments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Feb. 20, 2018 | Aug. 09, 2017 | |
SELF-STORAGE INVESTMENT PORTFOLIO [Abstract] | ||||
Funded principal | $ 309,093 | $ 213,069 | $ 24,754 | $ 9,139 |
Adjustments: | ||||
Unamortized origination fees | (5,994) | (5,081) | ||
Change in fair value of investments | 20,059 | 26,267 | ||
Other | (84) | (84) | ||
Fair value of investments | $ 323,074 | $ 234,171 |
SELF-STORAGE INVESTMENT PORTF35
SELF-STORAGE INVESTMENT PORTFOLIO (Schedule of Cost Basis of Real Estate Investment) (Details) - USD ($) $ in Thousands | Feb. 20, 2018 | Feb. 02, 2018 | Jan. 10, 2018 | Aug. 09, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Funded principal | $ 24,754 | $ 9,139 | $ 309,093 | $ 213,069 | |||
Gain (Loss) on Investments | 20,059 | $ 26,267 | |||||
Unrealized appreciation on investments | 10,527 | 3,780 | 4,320 | $ 1,393 | |||
Cash consideration, inclusive of transaction costs | 9,003 | 2,856 | |||||
Assumed liabilities | 1,306 | $ 1,306 | |||||
Net property working capital acquired | 216 | 52 | |||||
Total cost basis | 45,806 | $ 15,827 | |||||
Jacksonville 1 [Member] | |||||||
Funded principal | $ 5,966 | ||||||
Unrealized appreciation on investments | 2,947 | ||||||
Cash consideration, inclusive of transaction costs | 2,625 | ||||||
Net property working capital acquired | 95 | ||||||
Total cost basis | $ 11,633 | ||||||
Atlanta 1 [Member] | |||||||
Funded principal | $ 8,084 | ||||||
Unrealized appreciation on investments | 2,704 | ||||||
Cash consideration, inclusive of transaction costs | 2,342 | ||||||
Net property working capital acquired | 41 | ||||||
Total cost basis | 13,171 | ||||||
Atlanta 2 [Member] | |||||||
Funded principal | 5,766 | ||||||
Unrealized appreciation on investments | 2,900 | ||||||
Cash consideration, inclusive of transaction costs | 2,960 | ||||||
Net property working capital acquired | 40 | ||||||
Total cost basis | $ 11,666 | ||||||
Pittsburgh [Member] | |||||||
Funded principal | 4,938 | ||||||
Unrealized appreciation on investments | 1,976 | ||||||
Cash consideration, inclusive of transaction costs | 1,076 | ||||||
Assumed liabilities | 1,306 | ||||||
Net property working capital acquired | 40 | ||||||
Total cost basis | $ 9,336 |
SELF-STORAGE INVESTMENT PORTF36
SELF-STORAGE INVESTMENT PORTFOLIO (Real Estate Investment, Impact in Consolidated Balance Sheet , Disclosure) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Investments [Line Items] | ||
Self-storage real estate owned | $ 60,459 | $ 15,355 |
Real Estate Investment [Member] | ||
Schedule of Investments [Line Items] | ||
Cash and cash equivalents | 617 | 121 |
Prepaid expenses and other assets | 136 | 2 |
Land | 8,181 | 1,505 |
Building and improvements | 51,229 | 13,720 |
In-place leases | 2,223 | 602 |
Accumulated depreciation and amortization | (1,174) | (472) |
Self-storage real estate owned | 60,459 | 15,355 |
Accounts payable, accrued expenses and other liabilities | $ 1,601 | $ 67 |
SELF-STORAGE INVESTMENT PORTF37
SELF-STORAGE INVESTMENT PORTFOLIO (Real Estate Investment, Impact in Consolidated Statement of Operations, Disclosure) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
SELF-STORAGE INVESTMENT PORTFOLIO [Abstract] | ||
Rental and other property-related income from real estate owned | $ 623 | $ 63 |
FAIR VALUE OF FINANCIAL INSTR38
FAIR VALUE OF FINANCIAL INSTRUMENTS (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Percentage of completion of construction | 100.00% | |
Percentage of construciton completion threshold percentage when most entrepreneurial profit is earned | 40.00% | |
Investment Owned, Unrecognized Unrealized Appreciation (Depreciation), Net | $ 20.1 | $ 26.3 |
Nine Properties [Member] | Minimum [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Percentage of completion of construction | 40.00% | |
Nine Properties [Member] | Maximum [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Percentage of completion of construction | 100.00% |
FAIR VALUE OF FINANCIAL INSTR39
FAIR VALUE OF FINANCIAL INSTRUMENTS (Summary of Significant Unobservable Inputs Used) (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Percentage of completion of construction | 100.00% | ||
Development Property Investments [Member] | Minimum [Member] | Income Approach Valuation Technique [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Exit date | 2 months 1 day | 29 days | |
Market yields/ discount rate | 4.70% | 7.83% | |
Development Property Investments [Member] | Maximum [Member] | Income Approach Valuation Technique [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Exit date | 6 years 5 months 16 days | 6 years 8 months 16 days | |
Market yields/ discount rate | 12.14% | 10.62% | |
Development Property Investments [Member] | Weighted Average [Member] | Income Approach Valuation Technique [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Exit date | 3 years 6 months 10 days | 2 years 11 months 15 days | |
Market yields/ discount rate | 9.15% | 9.00% | |
Development Property Investments [Member] | Loan Investments With Profits Interest [Member] | Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Market yields/ discount rate | 8.50% | ||
Development Property Investments [Member] | Loan Investments With Profits Interest [Member] | Minimum [Member] | Option Pricing Model [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Volatility | 52.42% | 63.94% | |
Exit date | 2 months 1 day | 5 months 1 day | |
Capitalization rate | [1] | 5.25% | 5.50% |
Market yields/ discount rate | 8.50% | ||
Development Property Investments [Member] | Loan Investments With Profits Interest [Member] | Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Market yields/ discount rate | 11.20% | ||
Development Property Investments [Member] | Loan Investments With Profits Interest [Member] | Maximum [Member] | Option Pricing Model [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Volatility | 92.65% | 94.03% | |
Exit date | 6 years 5 months 16 days | 6 years 8 months 16 days | |
Capitalization rate | 6.15% | 6.15% | |
Market yields/ discount rate | 9.15% | ||
Development Property Investments [Member] | Loan Investments With Profits Interest [Member] | Weighted Average [Member] | Option Pricing Model [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Volatility | 73.01% | 74.08% | |
Exit date | 3 years 8 months 9 days | 3 years 1 month 13 days | |
Capitalization rate | [1] | 5.47% | 5.51% |
Market yields/ discount rate | 8.93% | 8.51% | |
Seventeen Properties [Member] | Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Percentage of completion of construction | 40.00% | ||
Seventeen Properties [Member] | Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Percentage of completion of construction | 100.00% | ||
Eighteen Properties [Member] | Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Percentage of completion of construction | 40.00% | ||
Eighteen Properties [Member] | Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Percentage of completion of construction | 100.00% | ||
Operating Property Loans [Member] | Minimum [Member] | Income Approach Valuation Technique [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Exit date | 3 years 8 months 23 days | 3 years 11 months 23 days | |
Market yields/ discount rate | 6.33% | 6.08% | |
Operating Property Loans [Member] | Maximum [Member] | Income Approach Valuation Technique [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Exit date | 4 years 4 months 24 days | 4 years 7 months 24 days | |
Market yields/ discount rate | 7.27% | 7.01% | |
Operating Property Loans [Member] | Weighted Average [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Exit date | 4 years 4 months 13 days | ||
Market yields/ discount rate | 6.47% | ||
Operating Property Loans [Member] | Weighted Average [Member] | Income Approach Valuation Technique [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Exit date | 4 years 1 month 13 days | ||
Market yields/ discount rate | 6.73% | ||
[1] | Seventeen properties were 40% - 100% complete, thus requiring a capitalization rate and/or discount rate to derive entrepreneurial profit which are used to derive the enterprise value input to the OPM. Capitalization rates are estimated based on current data derived from independent sources in the markets in which the Company holds investments. |
FAIR VALUE OF FINANCIAL INSTR40
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Change in Fair Value of Investments Due to Change in Market Yield Discount Rates) (Details) - Market Yield and Discount Rate [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Up 25 Basis Points [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Increase (decrease) in fair value of investments | $ (1.7) | $ (1.2) |
Down 25 Basis Points [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Increase (decrease) in fair value of investments | 1.8 | 1.2 |
Up 50 basis points [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Increase (decrease) in fair value of investments | (3.4) | (2.3) |
Down 50 Basis Points [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Increase (decrease) in fair value of investments | $ 3.6 | $ 2.4 |
FAIR VALUE OF FINANCIAL INSTR41
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Change in Fair Value of Investments Due to Change in Capitalization Rates) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Up 25 Basis Points [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Increase (decrease) in fair value of investments | $ (3.9) | $ (2.8) |
Down 25 Basis Points [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Increase (decrease) in fair value of investments | 4.3 | 3.1 |
Up 50 basis points [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Increase (decrease) in fair value of investments | (7.6) | (5.3) |
Down 50 Basis Points [Member] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Increase (decrease) in fair value of investments | $ 9.1 | $ 6.4 |
FAIR VALUE OF FINANCIAL INSTR42
FAIR VALUE OF FINANCIAL INSTRUMENTS (Changes in Investments that Use Level 3 Inputs) (Details) - USD ($) $ in Thousands | Feb. 20, 2018 | Aug. 09, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | ||||
Balance as of December 31, 2017 | $ 234,171 | |||
Unrealized appreciation on investments | $ 10,527 | $ 3,780 | 4,320 | $ 1,393 |
Fundings of principal and change in unamortized origination fees | 115,854 | |||
Repayments of loans | (3) | |||
Payment-in-kind interest | 4,013 | |||
Reclassification of self-storage real estate owned | (35,281) | $ (6,041) | ||
Balance at March 31, 2017 | $ 323,074 |
INVESTMENT IN SELF-STORAGE RE43
INVESTMENT IN SELF-STORAGE REAL ESTATE VENTURE (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018USD ($)property | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 20, 2018USD ($) | Aug. 09, 2017USD ($) | Mar. 31, 2016USD ($) | |
Investments Real Estate Properties [Line Items] | ||||||
Investment in and advances to real estate venture | $ 14,759 | $ 13,856 | ||||
Funded principal | 309,093 | 213,069 | $ 24,754 | $ 9,139 | ||
SL1 Venture [Member] | ||||||
Investments Real Estate Properties [Line Items] | ||||||
Investment in and advances to real estate venture | $ 81,400 | |||||
Equity method investment, ownership percentage | 10.00% | |||||
Investment owned, aggregate committed principal amount | $ 123,300 | |||||
Development property investment, assets | 116,000 | |||||
Transaction and other expenses | 200 | |||||
Development property investment, liabilities | 3,100 | |||||
Development property investment, operating income (loss) | $ 5,100 | |||||
Investment yield percentage on purchase price | 4.50% | |||||
Joint venture agreement percentage of priority distribution percentage of commited principal amount | 1.00% | |||||
Number of investments | property | 8 | |||||
Funded principal | $ 12,200 | |||||
Return of capital from real estate venture | $ 7,300 | |||||
Agreement metric, return multiple | 1.48 | |||||
SL1 Venture [Member] | Parent Company [Member] | ||||||
Investments Real Estate Properties [Line Items] | ||||||
Investment in and advances to real estate venture | $ 12,300 | |||||
Investment owned, aggregate committed principal amount | $ 41,900 | |||||
Investments in joint venture, fair value | 7,700 | |||||
Development property investment, operating income (loss) | $ 600 | |||||
Funded principal | $ 8,100 | |||||
IRR Threshold One [Member] | ||||||
Investments Real Estate Properties [Line Items] | ||||||
Agreement metric, internal rate of return | 14.00% | |||||
Agreement metric, capital distribution percentage to third party | 10.00% | |||||
Agreement metric, capital distribution percentage | 10.00% | |||||
IRR Threshold Two [Member] | ||||||
Investments Real Estate Properties [Line Items] | ||||||
Agreement metric, internal rate of return | 17.00% | |||||
Agreement metric, capital distribution percentage to third party | 20.00% | |||||
Agreement metric, capital distribution percentage | 20.00% | |||||
IRR Threshold Three [Member] | ||||||
Investments Real Estate Properties [Line Items] | ||||||
Agreement metric, internal rate of return | 20.00% | |||||
Agreement metric, capital distribution percentage to third party | 30.00% | |||||
Agreement metric, capital distribution percentage | 30.00% | |||||
Heitman And Large Institutional Co-Investor [Member] | SL1 Venture [Member] | ||||||
Investments Real Estate Properties [Line Items] | ||||||
Investment in and advances to real estate venture | $ 110,000 | |||||
Equity method investment, ownership percentage | 90.00% | |||||
Transaction and other expenses | $ 2,900 | $ 3,200 | ||||
HVP III Storage Lenders Investor, LLC [Member] | ||||||
Investments Real Estate Properties [Line Items] | ||||||
Payments to acquire interest in joint venture | $ 7,300 | |||||
HVP III Storage Lenders Investor, LLC [Member] | SL1 Venture [Member] | ||||||
Investments Real Estate Properties [Line Items] | ||||||
Investment in and advances to real estate venture | 111,000 | |||||
Development property investment, operating income (loss) | $ 4,500 |
INVESTMENT IN SELF-STORAGE RE44
INVESTMENT IN SELF-STORAGE REAL ESTATE VENTURE (Equity Method Investments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2018 | Feb. 20, 2018 | Feb. 02, 2018 | Dec. 31, 2017 | Aug. 09, 2017 | Mar. 31, 2016 | |
Real Estate Properties [Line Items] | ||||||
Development property investments | $ 239,754 | $ 228,233 | ||||
Investment Commitment | 606,133 | 523,821 | ||||
Funded Investment | $ 309,093 | $ 24,754 | 213,069 | $ 9,139 | ||
Percentage of completion of construction | 100.00% | |||||
Washington DC [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Percentage of completion of construction | 40.00% | |||||
Atlanta 1 [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | $ 8,084 | |||||
Atlanta 2 [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | $ 5,766 | |||||
Funded Investment [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | $ 309,093 | 213,069 | ||||
Unfunded Commitment [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 297,040 | $ 310,752 | ||||
Loan investments [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Development property investments | $ 115,880 | |||||
Funded Investment | $ 8,100 | |||||
Loan investments [Member] | Miami 1 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Closing Date | 5/14/2015 | |||||
Development property investments | $ 14,227 | |||||
Loan investments [Member] | Miami 2 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Closing Date | 5/14/2015 | |||||
Development property investments | $ 12,805 | |||||
Loan investments [Member] | Fort Lauderdale [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Closing Date | 9/25/2015 | |||||
Development property investments | $ 11,598 | |||||
Loan investments [Member] | Washington DC [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Closing Date | 4/15/2016 | |||||
Development property investments | $ 18,539 | |||||
Loan investments [Member] | Atlanta 1 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Closing Date | 4/29/2016 | |||||
Development property investments | $ 9,094 | |||||
Loan investments [Member] | Jacksonville [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Closing Date | 7/19/2016 | |||||
Development property investments | $ 11,241 | |||||
Loan investments [Member] | New Jersey [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Closing Date | 7/21/2016 | |||||
Development property investments | $ 2,228 | |||||
Loan investments [Member] | Atlanta 2 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Closing Date | 8/15/2016 | |||||
Development property investments | $ 9,077 | |||||
Loan investments [Member] | Denver [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Closing Date | 8/25/2016 | |||||
Development property investments | $ 11,009 | |||||
Loan investments [Member] | Columbia [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Closing Date | 9/28/2016 | |||||
Development property investments | $ 9,405 | |||||
Loan investments [Member] | Raleigh [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Closing Date | 12/22/2016 | |||||
Development property investments | $ 6,657 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 123,273 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | Miami 1 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 13,867 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | Miami 2 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 14,849 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | Fort Lauderdale [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 13,230 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | Washington DC [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 17,269 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | Atlanta 1 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 10,223 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | Jacksonville [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 8,127 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | New Jersey [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 7,828 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | Atlanta 2 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 8,772 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | Denver [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 11,032 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | Columbia [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 9,199 | |||||
Loan investments [Member] | Loans and Finance Receivables [Member] | Raleigh [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 8,877 | |||||
Loan investments [Member] | Funded Investment [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 98,475 | |||||
Loan investments [Member] | Funded Investment [Member] | Miami 1 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 11,571 | |||||
Loan investments [Member] | Funded Investment [Member] | Miami 2 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 11,640 | |||||
Loan investments [Member] | Funded Investment [Member] | Fort Lauderdale [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 9,982 | |||||
Loan investments [Member] | Funded Investment [Member] | Washington DC [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 16,146 | |||||
Loan investments [Member] | Funded Investment [Member] | Atlanta 1 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 8,332 | |||||
Loan investments [Member] | Funded Investment [Member] | Jacksonville [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 7,253 | |||||
Loan investments [Member] | Funded Investment [Member] | New Jersey [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 2,383 | |||||
Loan investments [Member] | Funded Investment [Member] | Atlanta 2 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 7,846 | |||||
Loan investments [Member] | Funded Investment [Member] | Denver [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 9,105 | |||||
Loan investments [Member] | Funded Investment [Member] | Columbia [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 8,419 | |||||
Loan investments [Member] | Funded Investment [Member] | Raleigh [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Funded Investment | 5,798 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 24,798 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | Miami 1 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 2,296 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | Miami 2 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 3,209 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | Fort Lauderdale [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 3,248 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | Washington DC [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 1,123 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | Atlanta 1 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 1,891 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | Jacksonville [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 874 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | New Jersey [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 5,445 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | Atlanta 2 [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 926 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | Denver [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 1,927 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | Columbia [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | 780 | |||||
Loan investments [Member] | Unfunded Commitment [Member] | Raleigh [Member] | SL1 Venture [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Investment Commitment | $ 3,079 |
VARIABLE INTEREST ENTITIES (Nar
VARIABLE INTEREST ENTITIES (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Variable Interest Entity [Line Items] | ||
Assets recorded related to VIEs | $ 317,189 | $ 228,233 |
Investment Commitment | 606,133 | 523,821 |
Investment in Real Estate Venture [Member] | Unfunded Commitment [Member] | ||
Variable Interest Entity [Line Items] | ||
Investment Commitment | 2,400 | $ 3,400 |
SL1 Venture [Member] | ||
Variable Interest Entity [Line Items] | ||
Investment Commitment | $ 12,300 |
VARIABLE INTEREST ENTITIES (Sch
VARIABLE INTEREST ENTITIES (Schedule of Variable Interest Entities) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
VARIABLE INTEREST ENTITIES [Abstract] | ||
Assets recorded related to VIEs | $ 317,189 | $ 228,233 |
Unfunded loan commitments to VIEs | 297,038 | 310,750 |
Maximum exposure to loss | $ 614,227 | $ 538,983 |
DEBT (Credit Facility) (Narrati
DEBT (Credit Facility) (Narrative) (Details) $ in Thousands | Jul. 26, 2017USD ($) | Jul. 25, 2017USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2018 | Jul. 24, 2020 | Sep. 30, 2020USD ($) |
Line of Credit Facility [Line Items] | |||||||
Proceeds from lines of credit | $ 29,901 | ||||||
Jernigan Capital Operating Company LLC [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from lines of credit | $ 20,000 | ||||||
Line of credit, current borrowing capacity | $ 33,300 | 33,300 | |||||
Repayments of lines of credit | $ 20,000 | ||||||
Jernigan Capital Operating Company LLC [Member] | KeyBank National Association [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment by Bank | 200,000 | ||||||
Line of credit, current borrowing capacity | $ 100,000 | $ 10,800 | |||||
Debt instrument, maturity date | Jul. 24, 2020 | ||||||
Company loans secured by mortgage loans borrowing base availability maximum percentage | 60.00% | ||||||
Company loans secured by mortgage loans underlying real estate fair value minimum percentage to maximum principal amount borrowed | 50.00% | ||||||
Mortgage loans minimal months inclusion in borrowing base period | 18 years | ||||||
Debt instrument convenant related to debt service amount, ratio | 1.30 | ||||||
Company loans secured by self-storage properties underlying real estate fair value minimum percentage to maximum principal amount borrowed | 65.00% | ||||||
Debt instrument convenant related to debt service coverage amount ratio | 1.30 | ||||||
Debt instrument per diem fee rate percentage | 0.35% | ||||||
Debt instrument covenant total consoildated indebtness maximum percentage of gross asset value | 50.00% | ||||||
Debt instrument covenants consolidated tanible net worth, minimum | $ 183,300 | ||||||
Debt instrument covenants any additional net offering proceeds percentage included in consolidated tangible net worth | 75.00% | ||||||
Debt instrument covenants threshold amount that limits unhedged variable rate | $ 50,000 | ||||||
Debt instrument covenants unhedged variable rate maximum percentage | 25.00% | ||||||
Debt instrument covenant debt service coverage ratio | 2 | ||||||
Long-term line of credit | $ 30,000 | ||||||
Line of credit facility, covenant compliance | As of March 31, 2018, the Company was in compliance with all of its financial covenants and it anticipates being in compliance with all of its financial covenants throughout the term of the Credit Facility.As of March 31, 2018, the funded principal of $45.8 million of development property investments at fair value, the funded principal of $6.0 million of operating property loans at fair value, and $17.6 million of the self-storage real owned, net, is pledged as collateral against the Company's secured revolving credit facility. As of December 31, 2017, the funded principal of $47.4 million of development property investments at fair value, the funded principal of $6.0 million of operating property loans at fair value, and $4.4 million of the self-storage real owned, net, is pledged as collateral against the Company's secured revolving credit facility. | ||||||
Jernigan Capital Operating Company LLC [Member] | KeyBank National Association [Member] | Scenario, Plan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument covenants minimum fixed coverage ratio | 0.90 | 0.75 | 1.20 | ||||
Debt instrument covenants liquidity minimal amount | $ 50,000 | ||||||
Debt instrument covenant additional amount included onto total unfunded loan commitments | $ 25,000 | ||||||
Maximum [Member] | Jernigan Capital Operating Company LLC [Member] | KeyBank National Association [Member] | Base Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.75% | ||||||
Maximum [Member] | Jernigan Capital Operating Company LLC [Member] | KeyBank National Association [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.75% | ||||||
Minimum [Member] | Jernigan Capital Operating Company LLC [Member] | KeyBank National Association [Member] | Base Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Minimum [Member] | Jernigan Capital Operating Company LLC [Member] | KeyBank National Association [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.75% |
DEBT (Senior Participations) (N
DEBT (Senior Participations) (Narrative) (Details) - USD ($) $ in Thousands | May 27, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of senior long-term debt | $ 717 | |||
Senior loan participations | $ 732 | $ 718 | ||
Proceeds from early payment of operating property loan | $ 717 | |||
Commitment amount | 606,133 | $ 523,821 | ||
Loans pledged as collateral | 6,000 | |||
Senior Notes [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.10% | |||
Operating Property A Notes [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum amount of cash required in depository or money market accounts | 500 | |||
Miami A Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior loan participations | $ 700 | |||
Debt instrument fee, description | The Company also paid a loan fee of 100 basis points, or $0.1 million upon closing of the loan. | |||
Miami A Note [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior loan participations | $ 732 | $ 732 | ||
Cash consideration from senior participations | $ 10,000 | $ 10,001 | $ 10,001 | |
Debt instrument, effective interest rate | 4.98% | 4.66% | ||
Debt maturity date | Jul. 1, 2017 | Jun. 30, 2018 | Jan. 31, 2018 | |
Debt instrument fee | $ 100 | |||
Debt instrument threshold amount outstanding related to senior notes | $ 7,700 | |||
Miami A Note [Member] | Senior Notes [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.10% | |||
Development Property Investments [Member] | ||||
Debt Instrument [Line Items] | ||||
Commitment amount | $ 516,827 | $ 517,839 | ||
Development Property Investments [Member] | Miami A Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Loans pledged as collateral | $ 14,800 | $ 12,500 |
DEBT (Commitments and Outstandi
DEBT (Commitments and Outstanding Balances of Senior Participations) (Details) - USD ($) $ in Thousands | May 27, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Amount Borrowed | $ 732 | $ 718 | ||
Proceeds from early payment of operating property loan | $ 717 | |||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized fees | (14) | |||
Net balance | 732 | $ 718 | ||
Senior Notes [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate in addition to 30-day LIBOR | 3.10% | |||
Miami A Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Amount Borrowed | 700 | |||
Miami A Note [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Commitment by Bank | $ 10,000 | 10,001 | $ 10,001 | |
Amount Borrowed | 732 | 732 | ||
Remaining Funds | $ 9,269 | $ 9,269 | ||
Effective Interest Rate | 4.98% | 4.66% | ||
Maturity Date | Jul. 1, 2017 | Jun. 30, 2018 | Jan. 31, 2018 | |
Miami A Note [Member] | Senior Notes [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate in addition to 30-day LIBOR | 3.10% |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) | Mar. 08, 2018shares | Jan. 26, 2018USD ($)shares | Jun. 27, 2017USD ($)shares | May 03, 2017shares | Mar. 07, 2017$ / shares | Jul. 27, 2016USD ($)$ / shares | May 20, 2016USD ($)shares | Jun. 15, 2015shares | Apr. 01, 2015shares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016shares | Dec. 31, 2015shares | Dec. 31, 2021shares | Dec. 31, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018shares | Mar. 29, 2018USD ($)shares | Jan. 25, 2018shares | Jul. 27, 2017USD ($) | Apr. 05, 2017USD ($) | Apr. 30, 2015shares |
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock, shares issued | 14,447,043 | 14,429,055 | |||||||||||||||||||||
Common stock, shares outstanding | 14,447,043 | 14,429,055 | |||||||||||||||||||||
Issuance of preferred stock, net of offering costs (in shares) | 4,025,000 | ||||||||||||||||||||||
Net proceeds from issuance of common stock | $ | $ 83,900,000 | ||||||||||||||||||||||
Preferred ATM shares, aggregate maximum offering price | $ | $ 45,000,000 | ||||||||||||||||||||||
Stock price per share | $ / shares | $ 18.10 | $ 19.01 | |||||||||||||||||||||
Number of shares repurchased and retired | 213,078 | ||||||||||||||||||||||
Retirement of common stock | $ | $ 3,200,000 | ||||||||||||||||||||||
Stock repurchase program, remaining authorized amount | $ | $ 6,800,000 | ||||||||||||||||||||||
Expenses related to restricted stock awards, period for recognition | 2 years 3 months 18 days | 2 years 3 months 18 days | |||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares issued | 75,000 | 40,000 | |||||||||||||||||||||
Preferred stock, shares outstanding | 75,000 | 40,000 | |||||||||||||||||||||
Preferred stock, shares authorized | 300,000 | 300,000 | |||||||||||||||||||||
Value of shares to be issued prior to expiration of commitment period | $ | $ 50,000,000 | $ 50,000,000 | |||||||||||||||||||||
Amount of preferred shares issuable in future | $ | $ 100,000,000 | ||||||||||||||||||||||
Percentage of increase in book value | 25.00% | ||||||||||||||||||||||
Internal rate of return to the preferred shareholders | 14.00% | ||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Preferred stock, liquidation preferance per share | $ / shares | $ 1,000 | ||||||||||||||||||||||
Preferred stock, dividend rate | 7.00% | 7.00% | |||||||||||||||||||||
Preferred stock redemption terms | The Series A Preferred Stock may be redeemed at the Company's option (i) after five years from the Effective Date at a price equal to 105% of the Liquidation Value per share plus the value of all accumulated and unpaid Cash Distributions and Stock Dividends, and (ii) after six years from the Effective Date at a price equal to 100% of the Liquidation Value per share plus the value of all accumulated and unpaid Cash Distributions and Stock Dividends. In the event of certain change of control events affecting the Company prior to the third anniversary of the Effective Date, the Company must redeem all shares of Series A Preferred Stock for a price equal to (a) the Liquidation Value, plus (b) accumulated and unpaid Cash Distributions and Stock Dividends, plus (c) a make-whole premium designed to provide the holders of the Series A Preferred Stock with a return on the redeemed shares equal to a 14.0% internal rate of return through the third anniversary of the Effective Date. | ||||||||||||||||||||||
Debt instrument covenant debt to total intangible asset ratio | 0.4 | ||||||||||||||||||||||
Proceeds from issuance of preferred stock | $ | $ 34,976,000 | $ (2,000) | |||||||||||||||||||||
Dividends declared date | Feb. 28, 2018 | ||||||||||||||||||||||
Dividend payable, amount per share | $ / shares | $ 12.12 | ||||||||||||||||||||||
Dividends payable date | Apr. 13, 2018 | ||||||||||||||||||||||
Dividends payable, date of record | Apr. 1, 2018 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Scenario, Plan [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Amount of preferred shares issuable in future | $ | $ 125,000,000 | ||||||||||||||||||||||
Percentage of increase in book value | 25.00% | ||||||||||||||||||||||
Internal rate of return to the preferred shareholders | 14.00% | ||||||||||||||||||||||
Preferred stock forcasted dividend payable | $ | $ 2,125,000 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Until Sixth Anniversary [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, dividend rate | 7.00% | ||||||||||||||||||||||
Series A Preferred Stock [Member] | After Sixth Anniversary [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, dividend rate | 8.50% | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Occurrence of certain triggering events [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, dividend rate | 5.00% | ||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares issued | 1,500,000 | 1,500,000 | 0 | ||||||||||||||||||||
Preferred stock, shares outstanding | 1,500,000 | 0 | |||||||||||||||||||||
Preferred stock, shares authorized | 3,750,000 | 1,725,000 | |||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | ||||||||||||||||||||||
Preferred stock, liquidation preferance per share | $ / shares | $ 25 | ||||||||||||||||||||||
Preferred stock, dividend rate | 7.00% | ||||||||||||||||||||||
Preferred stock redemption terms | On or after January 26, 2023, the Series B Preferred Stock may be redeemed, at the Company's option, upon not less than 30 nor more than 60 days' written notice, in whole or in part, at any time and from time to time, for cash at a redemption price equal to $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) to, but excluding, the date fixed for redemption. Holders of Series B Preferred Stock will have no right to require the redemption or repurchase of the Series B Preferred Stock. Upon the occurrence of a Change of Control (as defined in the Series B Articles Supplementary), we may redeem for cash, in whole or in part, the Series B Preferred Stock within 120 days after the date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) to, but excluding, the date fixed for redemption | ||||||||||||||||||||||
Proceeds from issuance of preferred stock | $ | $ 36,300,000 | $ 35,988,000 | |||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock repurchase program, authorized amount | $ | $ 10,000,000 | ||||||||||||||||||||||
Maximum [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Amount of preferred shares issuable in future | $ | 35,000,000 | ||||||||||||||||||||||
Maximum [Member] | Series A Preferred Stock [Member] | Monthly Increments [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Amount of preferred shares issuable in future | $ | 15,000,000 | ||||||||||||||||||||||
Minimum [Member] | Series A Preferred Stock [Member] | Monthly Increments [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Amount of preferred shares issuable in future | $ | $ 5,000,000 | ||||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Nonvested restricted stock | 195,502 | 120,001 | 185,002 | 120,001 | |||||||||||||||||||
Number of shares granted | 18,000 | ||||||||||||||||||||||
Number of shares, vested | 7,500 | ||||||||||||||||||||||
Restricted stock expense, recognized | $ | $ 400,000 | $ 300,000 | |||||||||||||||||||||
Number of shares forfeited | |||||||||||||||||||||||
Restricted Stock [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Issuances of stock-based awards (in shares) | 75,000 | ||||||||||||||||||||||
Proceeds from issuance of preferred stock | $ | $ 75,000,000 | ||||||||||||||||||||||
Non Employee Director [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ | $ 2,500,000 | $ 2,700,000 | |||||||||||||||||||||
Manager [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares granted | 18,000 | ||||||||||||||||||||||
Equity award vesting period | 3 years | ||||||||||||||||||||||
Equity Incentive Plan 2015 [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Shares reserved for future issuance | 200,000 | ||||||||||||||||||||||
Equity Incentive Plan 2015 [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Shares reserved for issuance | 370,000 | ||||||||||||||||||||||
Number of shares increased (decreased) related to share base payment plan | 170,000 | ||||||||||||||||||||||
Number of shares granted | 6,414 | 14,340 | 10,000 | ||||||||||||||||||||
Equity Incentive Plan 2015 [Member] | Non Employee Director [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares granted | 2,138 | 3,585 | 2,500 | ||||||||||||||||||||
Equity award vesting period | 3 years | ||||||||||||||||||||||
Equity Incentive Plan 2015 [Member] | Manager [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares granted | 105,000 | 100,000 | 52,500 | ||||||||||||||||||||
Equity award vesting period | 3 years | 5 years | 3 years | ||||||||||||||||||||
Amended and Restated 2015 Equity Incentive Plan [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares granted | 306,254 | 288,254 | |||||||||||||||||||||
Amended and Restated 2015 Equity Incentive Plan [Member] | Restricted Stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Expenses related to restricted stock awards, period for recognition | 5 years | ||||||||||||||||||||||
Amended and Restated 2015 Equity Incentive Plan [Member] | Restricted Stock [Member] | Minimum [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Expenses related to restricted stock awards, period for recognition | 3 years | ||||||||||||||||||||||
Amended and Restated 2015 Equity Incentive Plan [Member] | Non Employee Director [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares, vested | 7,500 | 46,413 | 55,172 | ||||||||||||||||||||
Number of shares forfeited | 1,667 | ||||||||||||||||||||||
Amended and Restated 2015 Equity Incentive Plan [Member] | Non Employee Director [Member] | Restricted Stock [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares vested or expected to vest | 6,000 | ||||||||||||||||||||||
Amended and Restated 2015 Equity Incentive Plan [Member] | Non Employee Director [Member] | Restricted Stock [Member] | Share-based Compensation Award, Tranche Two [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares vested or expected to vest | 67,503 | ||||||||||||||||||||||
Amended and Restated 2015 Equity Incentive Plan [Member] | Non Employee Director [Member] | Restricted Stock [Member] | Share-based Compensation Award, Tranche Three [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares vested or expected to vest | 61,001 | ||||||||||||||||||||||
Amended and Restated 2015 Equity Incentive Plan [Member] | Non Employee Director [Member] | Restricted Stock [Member] | Share Based Compensation Award Tranche Four [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares vested or expected to vest | 60,998 | ||||||||||||||||||||||
ATM Program [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Issuance of preferred stock, net of offering costs (in shares) | 1,279,706 | ||||||||||||||||||||||
Net proceeds from issuance of common stock | $ | $ 27,800,000 | ||||||||||||||||||||||
Stock repurchase program, authorized amount | $ | $ 50,000,000 | ||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 22.35 | ||||||||||||||||||||||
ATM Program [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 2,025,000 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Issuances of stock-based awards (in shares) | 18,000 |
STOCKHOLDERS' EQUITY (Summary o
STOCKHOLDERS' EQUITY (Summary of Changes in Restricted Shares) (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Shares, Nonvested shares at beginning of period | 185,002 | 120,001 | 120,001 |
Shares, Granted | 18,000 | ||
Shares, Vested | (7,500) | ||
Shares, Forfeited | |||
Shares, Nonvested shares at end of period | 195,502 | 120,001 | 185,002 |
Weighted average grant date fair value, Nonvested at beginning of period | $ 21.58 | $ 20.10 | $ 20.10 |
Weighted average grant date fair value, Granted | 17.78 | ||
Weighted average grant date fair value, Vested | 19.25 | ||
Weighted average grant date fair value, Forfeited | |||
Weighted average grant date fair value, Nonvested at end of period | $ 21.32 | $ 20.10 | $ 21.58 |
EARNINGS PER SHARE (Schedule of
EARNINGS PER SHARE (Schedule of Earnings per Share, Basic and Diluted) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share Outstanding [Abstract] | ||
Weighted average common shares - basic | 14,247,174 | 8,857,030 |
Effect of dilutive securities | 308,163 | 136,498 |
Weighted average common shares, all classes | 14,555,337 | 8,993,528 |
Calculation of Earnings per Share - basic | ||
Net income | $ 5,354 | $ 1,783 |
Net income allocated to preferred stockholders | 3,595 | 546 |
Net income allocated to unvested restricted shares | 23 | 17 |
Net income attributable to common shareholders - two-class method | $ 1,736 | $ 1,220 |
Weighted average common shares - basic | 14,247,174 | 8,857,030 |
Earnings per share - basic | $ 0.12 | $ 0.14 |
Calculation of Earnings per Share - diluted | ||
Net income | $ 5,354 | $ 1,783 |
Net income allocated to preferred stockholders | 3,595 | 546 |
Net income attributable to common shareholders - two-class method | $ 1,759 | $ 1,237 |
Weighted average common shares - diluted | 14,555,337 | 8,993,528 |
Earnings per share - diluted | $ 0.12 | $ 0.14 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Development property investments | $ 239,754 | $ 228,233 | |
Base management fee, annual rate | 1.50% | ||
Management fee, description | The Manager computes the base management fee within 30 days after the end of the fiscal quarter with respect to which such installment is payable and promptly delivers 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 | ||
Percentage of base management fee | 0.375% | ||
Expenses reimbursable to Manager | $ 900 | $ 800 | |
Management fee expense | $ 1,304 | 630 | |
Incentive fee, description | 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%. Any computed incentive fee earned but not paid because of the foregoing hurdle will accrue until such 8% cumulative annual stockholder total return is achieved | ||
Income (Loss) from equity method investments | $ 550 | 422 | |
Outstanding fees due to Manager | 1,405 | 1,484 | |
Investment in and advances to real estate venture | 14,759 | 13,856 | |
SL1 Venture [Member] | |||
Related Party Transaction [Line Items] | |||
Income (Loss) from equity method investments | 600 | $ 400 | |
Investment in and advances to real estate venture | 14,800 | 13,900 | |
Equity Method Investments [Member] | |||
Related Party Transaction [Line Items] | |||
Development property investments | 302,500 | 215,900 | |
Accumulated change in fair value from equity method investment and interest income realized | $ 8,400 | $ 2,800 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | May 03, 2018 | May 02, 2018 | Apr. 09, 2018 | Jan. 26, 2018 | Jun. 27, 2017 | Mar. 07, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||||||
Commitment amount | $ 606,133 | $ 523,821 | |||||||
Issuance of preferred stock, net of offering costs (in shares) | 4,025,000 | ||||||||
Proceeds from lines of credit | $ 29,901 | ||||||||
Net proceeds from issuance of common stock | $ 83,900 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Commitment amount | $ 133,500 | ||||||||
ATM Program [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Issuance of preferred stock, net of offering costs (in shares) | 1,279,706 | ||||||||
Net proceeds from issuance of common stock | $ 27,800 | ||||||||
Shares issued, price per share | $ 22.35 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred stock, shares issued | 75,000 | 40,000 | |||||||
Proceeds from issuance of preferred stock | $ 34,976 | $ (2) | |||||||
Dividends declared date | Feb. 28, 2018 | ||||||||
Dividend payable, amount per share | $ 12.12 | ||||||||
Dividends payable date | Apr. 13, 2018 | ||||||||
Dividends payable, date of record | Apr. 1, 2018 | ||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Issuance of preferred stock, net of offering costs (in shares) | 15,000 | ||||||||
Proceeds from issuance of preferred stock | $ 15,000 | ||||||||
Dividends declared date | May 2, 2018 | ||||||||
Dividends payable date | Jul. 15, 2018 | ||||||||
Dividends payable, date of record | Jul. 1, 2018 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred stock, shares issued | 1,500,000 | 1,500,000 | 0 | ||||||
Proceeds from issuance of preferred stock | $ 36,300 | $ 35,988 | |||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends declared date | May 2, 2018 | ||||||||
Dividend payable, amount per share | $ 0.4375 | ||||||||
Dividends payable date | Jul. 13, 2018 | ||||||||
Dividends payable, date of record | Jul. 2, 2018 | ||||||||
Series B Preferred Stock [Member] | ATM Program [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred stock, shares issued | 38,214 | ||||||||
Shares issued, price per share | $ 23.07 | ||||||||
Proceeds from issuance of preferred stock | $ 800 | ||||||||
Preferred stock available for future issuance | $ 44,100 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends declared date | May 2, 2018 | ||||||||
Dividend payable, amount per share | $ 0.35 | ||||||||
Dividends payable date | Jul. 13, 2018 | ||||||||
Dividends payable, date of record | Jul. 2, 2018 |
SUBSEQUENT EVENTS (Schedule of
SUBSEQUENT EVENTS (Schedule of Subsequent Investments) (Details) - USD ($) $ in Thousands | May 01, 2018 | Apr. 06, 2018 | May 03, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||
Investment Commitment | $ 606,133 | $ 523,821 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Investment Commitment | $ 133,500 | ||||
Miami 9 [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Investment Closing Date | 5/1/2018 | ||||
Investment Commitment | $ 12,421 | ||||
Development Property Investments [Member] | |||||
Subsequent Event [Line Items] | |||||
Investment Commitment | 516,827 | 517,839 | |||
Development Property Investments [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Investment Commitment | $ 25,304 | ||||
Development Property Investments [Member] | Minneapolis 3 [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Investment Closing Date | 4/6/2018 | ||||
Investment Commitment | $ 12,883 | ||||
Operating Property Loans [Member] | |||||
Subsequent Event [Line Items] | |||||
Investment Commitment | 5,982 | 5,982 | |||
Loan investments [Member] | Development Property Investments [Member] | |||||
Subsequent Event [Line Items] | |||||
Investment Commitment | 499,094 | 500,106 | |||
Construction Loans [Member] | Development Property Investments [Member] | |||||
Subsequent Event [Line Items] | |||||
Investment Commitment | $ 17,733 | $ 17,733 |