Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Highlands REIT, Inc. | |
Entity Central Index Key | 1,661,458 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 863,780,125 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Condensed Combined Consolidated
Condensed Combined Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Investment properties | ||
Land | $ 138,665 | $ 153,646 |
Building and other improvements | 637,910 | 711,262 |
Total | 776,575 | 864,908 |
Less accumulated depreciation | (170,987) | (185,100) |
Net investment properties | 605,588 | 679,808 |
Cash and cash equivalents | 17,881 | 26,972 |
Restricted cash and escrows | 5,682 | 3,647 |
Accounts and rents receivable (net of allowance of $126 and $104) | 11,864 | 12,554 |
Intangible assets, net | 10,423 | 12,547 |
Deferred costs and other assets | 3,251 | 3,626 |
Total assets | 654,689 | 739,154 |
Liabilities | ||
Debt, net | 432,223 | 437,032 |
Accounts payable and accrued expenses | 26,153 | 28,298 |
Intangible liabilities, net | 4,543 | 5,074 |
Other liabilities | 2,213 | 1,897 |
Total liabilities | $ 465,132 | $ 472,301 |
Commitments and contingencies | ||
Stockholder’s Equity | ||
Common stock, $0.01 par value | $ 0 | $ 0 |
Capital | 1,452,414 | 1,534,018 |
Accumulated distributions in excess of net income (loss) | (1,262,857) | (1,267,165) |
Total stockholders’ equity | 189,557 | 266,853 |
Total liabilities and equity | $ 654,689 | $ 739,154 |
Condensed Combined Consolidate3
Condensed Combined Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts and rent receivables | $ 126 | $ 104 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Condensed Combined Consolidate4
Condensed Combined Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Rental income | $ 23,425 | $ 24,407 |
Tenant recovery income | 2,951 | 4,403 |
Other property income | 221 | 157 |
Total revenues | 26,597 | 28,967 |
Expenses | ||
Property operating expenses | 2,203 | 3,238 |
Real estate taxes | 2,425 | 2,908 |
Depreciation and amortization | 8,233 | 9,257 |
General and administrative expenses | 2,877 | 3,123 |
Total expenses | 15,738 | 18,526 |
Operating income | 10,859 | 10,441 |
Other (loss) income | (2) | 10 |
Interest expense | (6,545) | (7,017) |
Income before income taxes | 4,312 | 3,434 |
Income tax expense | (4) | (7) |
Net income | 4,308 | 3,427 |
Less: Net income attributable to non-controlling interests | 0 | (8) |
Net income attributable to Company | $ 4,308 | $ 3,419 |
Condensed Combined Consolidate5
Condensed Combined Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Capital | Accumulated Distributions in Excess of Net Income (Loss) | Non-Controlling Interests |
Beginning balance at Dec. 31, 2014 | $ 317,108 | $ 1,593,858 | $ (1,276,875) | $ 125 |
Net income | 3,427 | 3,419 | 8 | |
Distributions to non-controlling interests | (8) | (8) | ||
Distributions to InvenTrust | (79,985) | (79,985) | ||
Contributions from InvenTrust | 51,013 | 51,013 | ||
Ending balance at Mar. 31, 2015 | 291,555 | 1,564,886 | (1,273,456) | 125 |
Beginning balance at Dec. 31, 2015 | 266,853 | 1,534,018 | (1,267,165) | 0 |
Net income | 4,308 | 4,308 | 0 | |
Distributions to InvenTrust | (86,365) | (86,365) | ||
Contributions from InvenTrust | 4,761 | 4,761 | ||
Ending balance at Mar. 31, 2016 | $ 189,557 | $ 1,452,414 | $ (1,262,857) | $ 0 |
Condensed Combined Consolidate6
Condensed Combined Consolidated Statements of Cash Flow - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 4,308 | $ 3,427 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,241 | 9,262 |
Amortization of above and below market leases, net | (121) | (92) |
Amortization of debt discounts and financing costs | 54 | 57 |
Straight-line rental income | 858 | 674 |
Changes in assets and liabilities: | ||
Accounts and rents receivable | (525) | (1,283) |
Deferred costs and other assets | (1,581) | 302 |
Accounts payable and accrued expenses | (344) | (986) |
Other liabilities | 721 | 29 |
Net cash flows provided by operating activities | 11,611 | 11,390 |
Cash flows from investing activities: | ||
Capital expenditures and tenant improvements | (31) | (445) |
Payment of leasing fees | (44) | (223) |
Restricted escrows and other assets | (807) | 258 |
Net cash flows used in investing activities | (882) | (410) |
Cash flows from financing activities: | ||
Distributions to InvenTrust | (19,718) | (25,419) |
Contributions from InvenTrust | 20,195 | 25,327 |
Payoff of note payable | (15,062) | 0 |
Principal payments of mortgage debt | (5,235) | (5,169) |
Distributions paid to non-controlling interests | 0 | (8) |
Net cash flows used in financing activities | (19,820) | (5,269) |
Net (decrease) increase in cash and cash equivalents | (9,091) | 5,711 |
Cash and cash equivalents, at beginning of period | 26,972 | 10,291 |
Cash and cash equivalents, at end of period | $ 17,881 | $ 16,002 |
Condensed Combined Consolidate7
Condensed Combined Consolidated Statements of Cash Flow - Supplemental - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 7,125 | $ 6,126 |
Supplemental schedule of non-cash investing and financing activities: | ||
Allocation from InvenTrust unsecured credit facility | 15,434 | (25,686) |
Distribution of assets and liabilities of four and three assets, respectively, to InvenTrust, net | $ 66,647 | $ 54,566 |
Condensed Combined Consolidate8
Condensed Combined Consolidated Statements of Cash Flow - Parenthetical - property | Mar. 31, 2016 | Feb. 19, 2016 | Mar. 31, 2015 | Jan. 31, 2015 | Jan. 28, 2015 |
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | |||||
Number of retail assets distributed (in property) | 4 | 4 | 3 | 3 | 3 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Inland American Real Estate Trust, Inc., which on April 16, 2015 changed its name to InvenTrust Properties Corp. (“InvenTrust”), was formed on October 4, 2004 to acquire and manage a diversified portfolio of commercial real estate, primarily retail assets and multi-family (both conventional and student housing), as well as office, industrial and lodging assets, located in the United States. On April 28, 2016, Highlands REIT, Inc., a Maryland corporation ("Highlands") was spun-off from InvenTrust, its former parent, through a pro rata distribution by InvenTrust of 100% of the outstanding shares of common stock, $0.01 par value per share (the "Common Stock"), of Highlands to holders of record of InvenTrust's common stock as of the close of business on April 25, 2016 (the "Record Date"). Each holder of record of InvenTrust's common stock received one share of Common Stock for every one share of InvenTrust's common stock held at the close of business on the Record Date (the "Distribution"). As a result, Highlands became an independent, self-advised, non-traded company. Highlands intends to be taxed as, and operate in a manner that will allow the Company to qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2016. Prior to the Distribution, Highlands had not conducted any business as a separate company and, prior to reorganization transactions completed prior to and in connection with the Distribution, had no material assets or liabilities. The operations transferred to Highlands by InvenTrust are presented as if the transferred business was Highlands’ business for all historical periods presented in the accompanying condensed combined consolidated financial statements and at the carrying value of such assets and liabilities reflected in InvenTrust’s books and records. The accompanying condensed combined consolidated financial statements include the accounts of Highlands’ predecessors (collectively, the “Company”), as well as all wholly owned subsidiaries. Wholly owned subsidiaries generally consist of limited liability companies (LLCs) and limited partnerships (LPs). The effects of all significant intercompany transactions have been eliminated. Each asset is owned by a separate legal entity, which maintains its own books and financial records, and each entity’s assets are not available to satisfy the liabilities of other affiliated entities, except as otherwise disclosed in Debt Note 5. As of March 31, 2016 , the Company owned 18 assets and four parcels of unimproved land, for which the operating activity is reflected on the condensed combined consolidated statements of operations for the three months ended March 31, 2016 and 2015 . As of December 31, 2015 , the Company owned 22 assets and four parcels of land. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The accompanying condensed combined consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management believes that the disclosures are adequate to make the information presented not misleading, and all normal and recurring adjustments necessary to present fairly the financial position as of March 31, 2016 and the results of operations for all periods presented have been made. Actual results could differ from those estimates. Refer to the Company’s audited combined consolidated financial statements for the year ended December 31, 2015 included in our Registration Statement on Form 10-12G, as amended, filed with the Securities and Exchange Commission on April 13, 2016 (the "Registration Statement"), as certain note disclosures contained in such audited financial statements have been omitted from these interim condensed combined consolidated financial statements. Basis of Presentation As described in Note 1, on April 28, 2016, Highlands was spun off from InvenTrust. The accompanying historical condensed combined consolidated financial statements do not represent the financial position and results of a single legal entity, but rather a combination of entities under common control that have been “carved out” of InvenTrust’s consolidated financial statements and reflect significant assumptions and allocations. The condensed combined consolidated financial statements reflect the operations of certain assets and liabilities that have been historically held by InvenTrust, but which are specifically identifiable or attributable to the Company. The accompanying condensed combined consolidated financial statements include allocations of costs from certain corporate and shared functions provided to the Company by InvenTrust. InvenTrust allocated to the Company a portion of corporate overhead costs incurred by InvenTrust based upon the Company’s percentage share of the average invested assets of InvenTrust, which is reflected in general and administrative expense. As InvenTrust is managing various asset portfolios, the extent of services and benefits a portfolio receives is based on the size of its assets. Therefore, using average invested assets to allocate costs is a reasonable reflection of the services and other benefits received by the Company and complies with applicable accounting guidance. InvenTrust also allocated to the Company a portion of InvenTrust’s unsecured credit facility and the related interest expense. The unsecured credit facility is subject to a borrowing base consisting of a pool of unencumbered assets. To the extent the Company’s assets were included within the pool of unencumbered assets, the Company was allocated a portion of the unsecured credit facility. However, actual costs may have differed from allocated costs if the Company had operated as a standalone entity during such period and those differences may have been material. The condensed combined consolidated financial statements include transactions in which ordinary course cash transactions have been processed by InvenTrust due to InvenTrust’s centralized cash management process on behalf of the Company, such as the repayment of debt, rental receipts and payables in the ordinary course of business, resulting in intercompany transactions between the Company and InvenTrust. These ordinary course intercompany transactions are considered to be effectively settled at the time of the Company’s separation from InvenTrust. Accordingly, these transactions are reflected as distributions to and contributions from InvenTrust in the condensed combined consolidated statements of cash flow as a financing activity. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective, although it will not affect the accounting for rental related revenues. ASU No. 2014-09, as issued, was to be effective for financial statements issued for fiscal years and interim period beginning after December 31, 2016. In April 2015, the FASB approved an amendment to the ASU, deferring the effective date one year to annual reporting periods beginning after December 15, 2017 for public entities. The standard permits the use of either the retrospective or cumulative effect transition method. Early adoption is prohibited. The Company is evaluating the effect that ASU No. 2014-09 will have on its condensed combined consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises an entity’s accounting related to: (i) the classification and measurement of investments in equity securities; (ii) the presentation of certain fair value changes for financial liabilities measured at fair value; and (iii) amends certain disclosure requirements associated with the fair value of financial instruments, including eliminating the requirement for public business entities to disclose the method and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is continuing to evaluate this guidance; however, the Company does not expect its adoption to have a significant impact on the condensed combined consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , amending the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for annual reporting periods beginning after December 15, 2018, and early adoption is permitted as of the standard’s issuance date. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company does not expect that its adoption will have a material effect on its condensed combined consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Accounting, which requires that all excess tax benefits and tax deficiencies related to stock based compensation arrangements must be recognized in the income statement as they occur as opposed to the current guidance where excess tax benefits are recorded in equity. ASU 2016-09 also allows entities to make an accounting policy election to either continue to estimate forfeitures on stock based compensation arrangements or to account for forfeitures as they occur. ASU 2016-09 is effective for reporting periods beginning after December 15, 2016 with early adoption permitted. The Company does not expect that its adoption will have a material effect on its condensed combined consolidated financial statements. Recently Adopted Accounting Pronouncements In February 2015, the FASB issued ASU No. 2015-02, Consolidation: Amendments to the Consolidation Analysis . This ASU provides consolidation guidance for legal entities such as limited partnerships, limited liability corporations and securitization structures. This ASU offers updated consolidation evaluation criteria and may require additional disclosure requirements. ASU No. 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company adopted ASU 2015-02 effective as of January 1, 2016. The adoption of ASU No. 2015-02 had no material impact on the Company’s condensed combined consolidated financial position, results of operations or disclosure requirements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. The Company adopted ASU 2015-03 effective as of January 1, 2016 with retrospective application to the Company's December 31, 2015 combined consolidated balance sheet. The effect of the adoption of ASU 2015-03 was to reclassify debt issuance costs of approximately $1,938 as of December 31, 2015 from deferred costs and other assets in the condensed combined consolidated balance sheets to a contra account as a deduction from debt in the condensed combined consolidated balance sheets. |
Disposed Assets
Disposed Assets | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposed Assets | Disposed Assets During the three months ended March 31, 2016 and 2015 , the Company did not sell any assets. On February 19, 2016, the Company distributed the assets and liabilities associated with four retail assets to InvenTrust. The distribution was recorded at carrying value due to common control, and the Company did not realize any gain or loss on disposal. The distribution is reflected as a non-cash distribution in the condensed combined consolidated statements of cash flow for the three months ended March 31, 2016 . On January 28, 2015, the Company distributed the assets and liabilities associated with three retail assets to InvenTrust. The distribution was recorded at carrying value due to common control, and the Company did not realize any gain or loss on disposal. The distribution is reflected as a non-cash distribution in the condensed combined consolidated statements of cash flow for the three months ended March 31, 2015 . |
Transactions with Related Parti
Transactions with Related Parties | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Transactions with Related Parties The following table summarizes the Company’s related party transactions for the three months ended March 31, 2016 and 2015 . For the three months ended March 31, 2016 March 31, 2015 General and administrative expense allocation (a) $ 2,748 $ 2,920 (a) General and administrative expense includes allocations of costs from certain corporate and shared functions provided to the Company by InvenTrust. InvenTrust allocated to the Company a portion of corporate overhead costs incurred by InvenTrust which is based upon the Company’s percentage share of the average invested assets of InvenTrust. As InvenTrust is managing various asset portfolios, the extent of services and benefits a portfolio receives is based on the size of its assets. The Company believes that using average invested assets to allocate costs is a reasonable reflection of the services and other benefits received by the Company and complies with applicable accounting guidance. However, actual costs may have differed from allocated costs if the Company had operated as a standalone entity during such period and those differences may have been material. As of March 31, 2016 and December 31, 2015, the Company has been allocated a portion of InvenTrust's unsecured credit facility of $33,348 and $17,914 , respectively. In addition, as of March 31, 2016 and December 31, 2015 , the Company had a note payable with InvenTrust of $0 and $15,062 , respectively. Refer to Debt Note 5 for additional detail. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Mortgages Payable Mortgage loans outstanding as of March 31, 2016 and December 31, 2015 were $400,758 and $405,994 , respectively, and had a weighted average interest rate of 6.08% and 6.09% per annum, respectively. Deferred financing costs, net, as of March 31, 2016 and December 31, 2015 were $1,883 and $1,938 , respectively. As of March 31, 2016 , scheduled maturities for the Company’s outstanding mortgage indebtedness had various due dates through May 2037, as follows: For the year ended December 31, As of March 31, 2016 Weighted average interest rate 2016 $ 88,980 5.88 % 2017 30,275 5.57 % 2018 — — % 2019 — — % 2020 — — % Thereafter 281,503 6.20 % Total $ 400,758 6.08 % The amount maturing in 2016 represents one mortgage with a maturity date in September 2016 and two mortgages with maturity dates in December 2016. The Company anticipates that it will pay off its debt upon the disposition of assets or refinance existing debt. However, there can be no assurance that the Company will be able to sell assets before their debt matures or that the Company can obtain such refinancing on satisfactory terms, or at all. There is no recourse debt as of March 31, 2016 and December 31, 2015 . Some of the mortgage loans require compliance with certain covenants, such as debt service ratios, investment restrictions and distribution limitations. As of March 31, 2016 and December 31, 2015 , the Company was in compliance with all such covenants. As of March 31, 2016 , the loan agreements affiliated with AT&T—Hoffman Estates and AT&T—Cleveland are in “hyper-amortization,” and so all net operating income from these assets, less management operating expenses, is used to pay down the principal amount of the loan. In January 2015, the assets and liabilities associated with three retail assets were distributed to InvenTrust. Two of these assets were encumbered by a mortgage. As part of the distribution of these assets to InvenTrust, the mortgage payables of $19,893 were distributed at carrying value due to common control. Unsecured credit facility On November 5, 2015, InvenTrust entered into a term loan credit agreement for a $300,000 unsecured credit facility. The term loan credit facility consists of two tranches: a five -year tranche maturing on January 15, 2021, and a seven -year tranche maturing on November 5, 2022. Based upon InvenTrust's total leverage ratio at December 31, 2015, the five-year tranche bears an interest rate of LIBOR plus 1.30% and the seven-year tranche bears an interest rate of LIBOR plus 1.60% . The term loan credit facility is subject to a borrowing base consisting of a pool of unencumbered assets. To the extent the Company’s assets were included within the pool of unencumbered assets, the Company was allocated a portion of the unsecured credit facility. As of March 31, 2016 , the Company’s allocated portion of the term loan was $16,136 and the interest rate was 1.74% . As of December 31, 2015 , the Company’s allocated portion of the term loan was $17,914 and the interest rate was 1.59% . As of the Distribution, the Company no longer has an allocated portion of the unsecured credit facility. On February 3, 2015, InvenTrust entered into an amended and restated credit agreement for a $300,000 unsecured revolving line of credit, which matures on February 2, 2019. The unsecured revolving line of credit bears interest at a rate equal to LIBOR plus 1.40% and requires the maintenance of certain financial covenants. The unsecured credit facility is subject to a borrowing base consisting of a pool of unencumbered assets. To the extent the Company’s assets were included within the pool of unencumbered assets, the Company was allocated its proportionate share of the revolving line of credit. As of March 31, 2016 , the Company’s allocated portion of the revolving line of credit was $17,212 and the interest rate was 1.84% . As of December 31, 2015 , the Company’s allocated portion of the revolving line of credit was $0 . As of the Distribution, the Company no longer has an allocated portion of the unsecured credit facility. Note Payable On May 1, 2014, the Company entered into a note payable in the amount of $32,908 with InvenTrust, which matured on demand. The note payable was non-amortizing with an interest rate of 8.50% . Such interest was payable on demand or, until such time as demand was made, monthly in arrears, beginning on June 1, 2014 and continuing on the first day of each month thereafter until the note had been paid in full. On March 25, 2016, the outstanding principal balance of $15,062 and accrued interest of $89 was repaid in full. As of March 31, 2016 and December 31, 2015 , the balance of this note payable was $0 and $15,062 , respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements In accordance with ASC 820, Fair Value Measurement and Disclosures, the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below: • Level 1 - Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. • Level 2 - Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company has estimated the fair value of its financial and non-financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition. Financial Instruments Not Measured at Fair Value The table below represents the fair value of financial instruments presented at carrying values in the condensed combined consolidated financial statements as of March 31, 2016 and combined consolidated financial statements as of December 31, 2015 . March 31, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Mortgages payable $ 400,758 $ 406,068 $ 405,994 $ 410,888 Unsecured credit facility 33,348 33,348 17,914 17,914 Note payable — — 15,062 15,062 The Company estimates the fair value of its debt instruments using a weighted average effective interest rate of 5.63% and 4.52% per annum as of March 31, 2016 and December 31, 2015 . The fair value estimate of the unsecured credit facility approximates the carrying value due to limited market volatility in pricing. The assumptions reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to the Company’s. The Company has determined that its debt instrument valuations are classified in Level 2 of the fair value hierarchy. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company intends to be taxed as, and operate in a manner that will allow the Company to qualify as a REIT for U.S. federal income tax purposes beginning with the Company’s short taxable year commencing immediately prior to the Company’s separation from InvenTrust and ending on December 31, 2016. So long as it qualifies as a REIT, the Company generally will not be subject to federal income tax on taxable income that is distributed currently to stockholders. A REIT is subject to a number of organizational and operational requirements including a requirement that it currently distribute at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders each year. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates and would not be able to re-elect REIT status during the four years following the year of the failure. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income. Prior to the Distribution, the Company was a qualified REIT subsidiary (“QRS”) of InvenTrust, which has elected to be taxed as a REIT and has operated in a manner intended to qualify as a REIT under the Internal Revenue code of 1986, as amended (the “Code”). As a QRS, the Company was disregarded as a separate entity from InvenTrust for federal income tax purposes. All assets, liabilities and items of income, deduction and credit of the Company were treated for federal income tax purposes as those of InvenTrust. The Company’s subsidiary, MB REIT (Florida), Inc. (“MB REIT”), previously elected and operated so as to qualify to be taxed as a REIT under the Code. On December 15, 2015, MB REIT redeemed all of the outstanding shares of its Series B Preferred Stock and became a wholly owned subsidiary of InvenTrust. At that time, MB REIT became a QRS of InvenTrust and ceased to be treated as a separate REIT for U.S. federal income tax purposes. As a result of certain pre-Distribution reorganization transactions, following the Distribution, as a QRS of the Company, MB REIT is currently disregarded as a separate entity from the Company for federal income tax purposes. All assets, liabilities and items of income, deduction and credit of MB REIT are treated for federal income tax purposes as those of the Company. During the three months ended March 31, 2016 and 2015 , an income tax expense of $4 and $7 , respectively, was included on the condensed combined consolidated statements of operations. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company currently has three business segments, consisting of (i) Net Lease, (ii) Retail and (iii) Multi-Tenant Office. The net lease segment consists of single-tenant office and industrial assets, as well as the Company’s correctional facilities. The Company’s unimproved land is presented in Other. For the three months ended March 31, 2016 , approximately 45% of the Company’s revenue from continuing operations was generated by three net lease assets leased to AT&T, Inc. As a result of the concentration of revenue generated from these assets, if AT&T, Inc. were to cease paying rent or fulfilling its other monetary obligations, the Company would have significantly reduced revenues and/or higher expenses until the defaults were cured or the assets were leased to a new tenant or tenants, if at all. As of March 31, 2016 , the AT&T - Hoffman Estates and AT&T - Cleveland assets are currently in hyper-amortization under the Company’s loan agreements and, as a result, rental payments less certain expenses are used to pay down the principal amount of the loan and are not available cash. The following table summarizes net property operations income by segment as of and for the three months ended March 31, 2016 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 23,425 $ 15,562 $ 5,199 $ 2,664 $ — Tenant recovery income 2,951 854 1,843 254 — Other property income 221 134 70 11 6 Total income 26,597 16,550 7,112 2,929 6 Operating expenses 4,628 1,058 2,611 819 140 Net operating income (loss) $ 21,969 $ 15,492 $ 4,501 $ 2,110 $ (134 ) Non-allocated expenses (a) (11,110 ) Other income and expenses (b) (6,551 ) Net income attributable to Company $ 4,308 Balance Sheet Data Real estate assets, net (c) $ 616,012 $ 322,486 $ 158,507 $ 103,115 $ 31,904 Non-segmented assets (d) 38,677 Total assets 654,689 Capital expenditures $ 31 $ — $ 31 $ — $ — (a) Non-allocated expenses consists of general and administrative expenses and depreciation and amortization. (b) Other income and expenses consists of other loss, interest expense, and income tax expense. (c) Real estate assets include intangible assets, net of amortization. (d) Non-segmented assets include cash and cash equivalents, restricted cash and escrows, accounts and rents receivable and deferred costs and other assets. The following table summarizes net property operations income by segment for the three months ended March 31, 2015 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 24,407 $ 15,679 $ 6,460 $ 2,268 $ — Tenant recovery income 4,403 1,033 3,174 196 — Other property income 157 124 14 12 7 Total income 28,967 16,836 9,648 2,476 7 Operating expenses 6,146 1,431 3,751 895 69 Net operating income (loss) $ 22,821 $ 15,405 $ 5,897 $ 1,581 $ (62 ) Non-allocated expenses (a) (12,380 ) Other income and expenses (b) (7,014 ) Net income $ 3,427 Less: net income attributable to non-controlling interests (8 ) Net income attributable to Company $ 3,419 (a) Non-allocated expenses consists of general and administrative expenses and depreciation and amortization. (b) Other income and expenses consists of other income, interest expense and income tax expense. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on the financial statements of the Company. In addition, in connection with the Company’s separation from InvenTrust, on April 14, 2016, the Company entered into a Separation and Distribution Agreement, and on April 28, 2016, the Company entered into a Transition Services Agreement and Employee Matters Agreement each with InvenTrust. Pursuant to the Separation and Distribution Agreement, Highlands has agreed to indemnify, defend and hold harmless InvenTrust and its affiliates and each of their respective current or former stockholders, directors, officers, agents and employees and their respective heirs, executors, administrators, successors and assigns from and against all liabilities relating to, arising out of or resulting from (i) the liabilities assumed by Highlands in the Separation and Distribution Agreement, Transition Services Agreement and Employee Matters Agreement, (ii) any breach by Highlands or any of its subsidiaries of the Separation and Distribution Agreement, Transition Services Agreement and Employee Matters Agreement (iii) losses arising from third party claims relating to the separation and distribution and (iv) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Registration Statement, other than specified information relating to and provided by InvenTrust (the “Specified InvenTrust Information”). Similarly, InvenTrust has agreed to indemnify, defend and hold harmless Highlands and its affiliates and each of their respective current or former stockholders, directors, officers, agents and employees and their respective heirs, executors, administrators, successors and assigns from and against all liabilities relating to, arising out of or resulting from (i) the liabilities assumed by InvenTrust in the Separation and Distribution Agreement, Transition Services Agreement and Employee Matters Agreement, (ii) any breach by InvenTrust or any of its subsidiaries of the Separation and Distribution Agreement, Transition Services Agreement and Employee Matters Agreement and (iii) the Specified InvenTrust Information. InvenTrust and Highlands will not be deemed to be affiliates of the other for purposes for purposes of determining the above described indemnification obligations. Highlands has also agreed to indemnify InvenTrust against all taxes related to the Company, its subsidiaries and its assets, including taxes attributable to periods prior to the separation and distribution. InvenTrust has agreed to indemnify the Company for any taxes attributable to InvenTrust’s or MB REIT’s failure to qualify as a REIT for any taxable year ending on or before December 31, 2016. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 28, 2016, the Company was spun-off from InvenTrust, its former parent, through a pro rata distribution by InvenTrust of 100% of the outstanding shares of Common Stock of Highlands to holders of record of InvenTrust's common stock as of the close of business on the Record Date. Each holder of record of InvenTrust's common stock received one share of Common Stock for every one share of InvenTrust's common stock held at the close of business on the Record Date. As a result, the Company became an independent, self-advised, non-traded company. The Company intends to be taxed as, and operate in a manner that will allow the Company to qualify as a REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2016. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying condensed combined consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management believes that the disclosures are adequate to make the information presented not misleading, and all normal and recurring adjustments necessary to present fairly the financial position as of March 31, 2016 and the results of operations for all periods presented have been made. Actual results could differ from those estimates. Refer to the Company’s audited combined consolidated financial statements for the year ended December 31, 2015 included in our Registration Statement on Form 10-12G, as amended, filed with the Securities and Exchange Commission on April 13, 2016 (the "Registration Statement"), as certain note disclosures contained in such audited financial statements have been omitted from these interim condensed combined consolidated financial statements. Basis of Presentation As described in Note 1, on April 28, 2016, Highlands was spun off from InvenTrust. The accompanying historical condensed combined consolidated financial statements do not represent the financial position and results of a single legal entity, but rather a combination of entities under common control that have been “carved out” of InvenTrust’s consolidated financial statements and reflect significant assumptions and allocations. The condensed combined consolidated financial statements reflect the operations of certain assets and liabilities that have been historically held by InvenTrust, but which are specifically identifiable or attributable to the Company. The accompanying condensed combined consolidated financial statements include allocations of costs from certain corporate and shared functions provided to the Company by InvenTrust. InvenTrust allocated to the Company a portion of corporate overhead costs incurred by InvenTrust based upon the Company’s percentage share of the average invested assets of InvenTrust, which is reflected in general and administrative expense. As InvenTrust is managing various asset portfolios, the extent of services and benefits a portfolio receives is based on the size of its assets. Therefore, using average invested assets to allocate costs is a reasonable reflection of the services and other benefits received by the Company and complies with applicable accounting guidance. InvenTrust also allocated to the Company a portion of InvenTrust’s unsecured credit facility and the related interest expense. The unsecured credit facility is subject to a borrowing base consisting of a pool of unencumbered assets. To the extent the Company’s assets were included within the pool of unencumbered assets, the Company was allocated a portion of the unsecured credit facility. However, actual costs may have differed from allocated costs if the Company had operated as a standalone entity during such period and those differences may have been material. The condensed combined consolidated financial statements include transactions in which ordinary course cash transactions have been processed by InvenTrust due to InvenTrust’s centralized cash management process on behalf of the Company, such as the repayment of debt, rental receipts and payables in the ordinary course of business, resulting in intercompany transactions between the Company and InvenTrust. These ordinary course intercompany transactions are considered to be effectively settled at the time of the Company’s separation from InvenTrust. Accordingly, these transactions are reflected as distributions to and contributions from InvenTrust in the condensed combined consolidated statements of cash flow as a financing activity. |
Recently Issued Accounting Pronouncements and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective, although it will not affect the accounting for rental related revenues. ASU No. 2014-09, as issued, was to be effective for financial statements issued for fiscal years and interim period beginning after December 31, 2016. In April 2015, the FASB approved an amendment to the ASU, deferring the effective date one year to annual reporting periods beginning after December 15, 2017 for public entities. The standard permits the use of either the retrospective or cumulative effect transition method. Early adoption is prohibited. The Company is evaluating the effect that ASU No. 2014-09 will have on its condensed combined consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises an entity’s accounting related to: (i) the classification and measurement of investments in equity securities; (ii) the presentation of certain fair value changes for financial liabilities measured at fair value; and (iii) amends certain disclosure requirements associated with the fair value of financial instruments, including eliminating the requirement for public business entities to disclose the method and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is continuing to evaluate this guidance; however, the Company does not expect its adoption to have a significant impact on the condensed combined consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , amending the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for annual reporting periods beginning after December 15, 2018, and early adoption is permitted as of the standard’s issuance date. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company does not expect that its adoption will have a material effect on its condensed combined consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Accounting, which requires that all excess tax benefits and tax deficiencies related to stock based compensation arrangements must be recognized in the income statement as they occur as opposed to the current guidance where excess tax benefits are recorded in equity. ASU 2016-09 also allows entities to make an accounting policy election to either continue to estimate forfeitures on stock based compensation arrangements or to account for forfeitures as they occur. ASU 2016-09 is effective for reporting periods beginning after December 15, 2016 with early adoption permitted. The Company does not expect that its adoption will have a material effect on its condensed combined consolidated financial statements. Recently Adopted Accounting Pronouncements In February 2015, the FASB issued ASU No. 2015-02, Consolidation: Amendments to the Consolidation Analysis . This ASU provides consolidation guidance for legal entities such as limited partnerships, limited liability corporations and securitization structures. This ASU offers updated consolidation evaluation criteria and may require additional disclosure requirements. ASU No. 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company adopted ASU 2015-02 effective as of January 1, 2016. The adoption of ASU No. 2015-02 had no material impact on the Company’s condensed combined consolidated financial position, results of operations or disclosure requirements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. The Company adopted ASU 2015-03 effective as of January 1, 2016 with retrospective application to the Company's December 31, 2015 combined consolidated balance sheet. The effect of the adoption of ASU 2015-03 was to reclassify debt issuance costs of approximately $1,938 as of December 31, 2015 from deferred costs and other assets in the condensed combined consolidated balance sheets to a contra account as a deduction from debt in the condensed combined consolidated balance sheets. |
Transactions with Related Par20
Transactions with Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions | The following table summarizes the Company’s related party transactions for the three months ended March 31, 2016 and 2015 . For the three months ended March 31, 2016 March 31, 2015 General and administrative expense allocation (a) $ 2,748 $ 2,920 (a) General and administrative expense includes allocations of costs from certain corporate and shared functions provided to the Company by InvenTrust. InvenTrust allocated to the Company a portion of corporate overhead costs incurred by InvenTrust which is based upon the Company’s percentage share of the average invested assets of InvenTrust. As InvenTrust is managing various asset portfolios, the extent of services and benefits a portfolio receives is based on the size of its assets. The Company believes that using average invested assets to allocate costs is a reasonable reflection of the services and other benefits received by the Company and complies with applicable accounting guidance. However, actual costs may have differed from allocated costs if the Company had operated as a standalone entity during such period and those differences may have been material. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Scheduled Maturities of Mortgage Indebtedness | As of March 31, 2016 , scheduled maturities for the Company’s outstanding mortgage indebtedness had various due dates through May 2037, as follows: For the year ended December 31, As of March 31, 2016 Weighted average interest rate 2016 $ 88,980 5.88 % 2017 30,275 5.57 % 2018 — — % 2019 — — % 2020 — — % Thereafter 281,503 6.20 % Total $ 400,758 6.08 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Fair Value of Financial Instruments | The table below represents the fair value of financial instruments presented at carrying values in the condensed combined consolidated financial statements as of March 31, 2016 and combined consolidated financial statements as of December 31, 2015 . March 31, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Mortgages payable $ 400,758 $ 406,068 $ 405,994 $ 410,888 Unsecured credit facility 33,348 33,348 17,914 17,914 Note payable — — 15,062 15,062 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Net Property Operations | The following table summarizes net property operations income by segment as of and for the three months ended March 31, 2016 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 23,425 $ 15,562 $ 5,199 $ 2,664 $ — Tenant recovery income 2,951 854 1,843 254 — Other property income 221 134 70 11 6 Total income 26,597 16,550 7,112 2,929 6 Operating expenses 4,628 1,058 2,611 819 140 Net operating income (loss) $ 21,969 $ 15,492 $ 4,501 $ 2,110 $ (134 ) Non-allocated expenses (a) (11,110 ) Other income and expenses (b) (6,551 ) Net income attributable to Company $ 4,308 Balance Sheet Data Real estate assets, net (c) $ 616,012 $ 322,486 $ 158,507 $ 103,115 $ 31,904 Non-segmented assets (d) 38,677 Total assets 654,689 Capital expenditures $ 31 $ — $ 31 $ — $ — (a) Non-allocated expenses consists of general and administrative expenses and depreciation and amortization. (b) Other income and expenses consists of other loss, interest expense, and income tax expense. (c) Real estate assets include intangible assets, net of amortization. (d) Non-segmented assets include cash and cash equivalents, restricted cash and escrows, accounts and rents receivable and deferred costs and other assets. The following table summarizes net property operations income by segment for the three months ended March 31, 2015 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 24,407 $ 15,679 $ 6,460 $ 2,268 $ — Tenant recovery income 4,403 1,033 3,174 196 — Other property income 157 124 14 12 7 Total income 28,967 16,836 9,648 2,476 7 Operating expenses 6,146 1,431 3,751 895 69 Net operating income (loss) $ 22,821 $ 15,405 $ 5,897 $ 1,581 $ (62 ) Non-allocated expenses (a) (12,380 ) Other income and expenses (b) (7,014 ) Net income $ 3,427 Less: net income attributable to non-controlling interests (8 ) Net income attributable to Company $ 3,419 (a) Non-allocated expenses consists of general and administrative expenses and depreciation and amortization. (b) Other income and expenses consists of other income, interest expense and income tax expense. |
Organization (Details)
Organization (Details) | Apr. 28, 2016$ / sharesshares | Mar. 31, 2016parcelproperty$ / shares | Dec. 31, 2015parcelproperty$ / shares |
Conversion of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Number of assets (in property) | property | 18 | 22 | |
Parcels of land | parcel | 4 | 4 | |
Subsequent event | |||
Conversion of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Subsequent event | Common stock | |||
Conversion of Stock [Line Items] | |||
Shares issued for each share held at date of spin-off (in shares) | shares | 1 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) - Adjustments for Adoption of ASU 2015-03 - USD ($) $ in Thousands | Jan. 01, 2016 | Dec. 31, 2015 |
Long-term debt | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance costs | $ 1,938 | |
Other assets | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance costs | $ (1,938) |
Disposed Assets (Details)
Disposed Assets (Details) - property | Mar. 31, 2016 | Feb. 19, 2016 | Mar. 31, 2015 | Jan. 31, 2015 | Jan. 28, 2015 |
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of retail assets distributed (in property) | 4 | 4 | 3 | 3 | 3 |
Transactions with Related Par27
Transactions with Related Parties (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Unsecured credit facility | $ 33,348,000 | $ 17,914,000 | |
InvenTrust | |||
Related Party Transaction [Line Items] | |||
General and administrative expense allocation | 2,748,000 | $ 2,920,000 | |
Notes payable | $ 0 | $ 15,062,000 |
Debt - Scheduled Maturities (De
Debt - Scheduled Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total | $ 432,223 | $ 437,032 |
Mortgages | ||
Debt Instrument [Line Items] | ||
2,016 | 88,980 | |
2,017 | 30,275 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 0 | |
Thereafter | 281,503 | |
Total | $ 400,758 | $ 405,994 |
Weighted average interest rate | ||
2,016 | 5.88% | |
2,017 | 5.57% | |
2,018 | 0.00% | |
2,019 | 0.00% | |
2,020 | 0.00% | |
Thereafter | 6.20% | |
Total | 6.08% | 6.09% |
Debt - Narrative (Details)
Debt - Narrative (Details) | Nov. 05, 2015USD ($)tranche | Feb. 03, 2015USD ($) | May. 01, 2014USD ($) | Mar. 31, 2016USD ($)loanproperty | Mar. 25, 2016USD ($) | Feb. 19, 2016property | Dec. 31, 2015USD ($) | Mar. 31, 2015property | Jan. 31, 2015USD ($)property | Jan. 28, 2015property |
Debt Instrument [Line Items] | ||||||||||
Debt, net | $ 432,223,000 | $ 437,032,000 | ||||||||
Unsecured credit facility | 33,348,000 | 17,914,000 | ||||||||
InvenTrust | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable | 0 | 15,062,000 | ||||||||
Revolving line of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unsecured credit facility | $ 17,212,000 | 0 | ||||||||
Interest rate at period end | 1.84% | |||||||||
InvenTrust | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility | $ 300,000,000 | |||||||||
Credit facility, number of tranches (in tranche) | tranche | 2 | |||||||||
InvenTrust | Revolving line of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility | $ 300,000,000 | |||||||||
InvenTrust | LIBOR | Revolving line of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 1.40% | |||||||||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of retail assets distributed (in property) | property | 4 | 4 | 3 | 3 | 3 | |||||
Number of retail assets encumbered by a mortgage (in property) | property | 2 | |||||||||
Mortgage payables distributed at carrying value | $ 19,893,000 | |||||||||
Maturity date of September 2016 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of mortgages maturing (in loans) | loan | 1 | |||||||||
Maturity date of December 2016 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of mortgages maturing (in loans) | loan | 2 | |||||||||
Maturity dates of January 15, 2021, and November 5, 2022 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unsecured credit facility | $ 16,136,000 | $ 17,914,000 | ||||||||
Interest rate at period end | 1.74% | 1.59% | ||||||||
Maturity date of January 15, 2021 | InvenTrust | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term of credit facility | 5 years | |||||||||
Maturity date of January 15, 2021 | InvenTrust | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 1.30% | |||||||||
Maturity date of November 5, 2022 | InvenTrust | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term of credit facility | 7 years | |||||||||
Maturity date of November 5, 2022 | InvenTrust | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate | 1.60% | |||||||||
Mortgages | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, net | $ 400,758,000 | $ 405,994,000 | ||||||||
Weighted average interest rate | 6.08% | 6.09% | ||||||||
Deferred financing costs, net | $ 1,883,000 | $ 1,938,000 | ||||||||
Notes payable | InvenTrust | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, net | $ 15,062,000 | |||||||||
Notes payable, face amount | $ 32,908,000 | |||||||||
Interest rate | 8.50% | |||||||||
Accrued interest | $ 89,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Long-term debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Weighted average effective interest rate | 5.63% | 4.52% |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgages payable | $ 400,758 | $ 405,994 |
Unsecured credit facility | 33,348 | 17,914 |
Carrying Value | InvenTrust | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Note payable | 0 | 15,062 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgages payable | 406,068 | 410,888 |
Unsecured credit facility | 33,348 | 17,914 |
Estimated Fair Value | InvenTrust | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Note payable | $ 0 | $ 15,062 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 4 | $ 7 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2016segmentleased_asset | |
Concentration Risk [Line Items] | |
Number of business segments (in segments) | segment | 3 |
Revenue | Customer concentration risk | AT&T, Inc. | |
Concentration Risk [Line Items] | |
Concentration risk of revenues | 45.00% |
Number of leased assets | leased_asset | 3 |
Segment Reporting - Net Propert
Segment Reporting - Net Property Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Rental income | $ 23,425 | $ 24,407 | |
Tenant recovery income | 2,951 | 4,403 | |
Other property income | 221 | 157 | |
Total revenues | 26,597 | 28,967 | |
Operating expenses | 4,628 | 6,146 | |
Net operating income (loss) | 21,969 | 22,821 | |
Net income | 4,308 | 3,427 | |
Less: Net income attributable to non-controlling interests | 0 | (8) | |
Net income attributable to Company | 4,308 | 3,419 | |
Balance Sheet Data | |||
Total assets | 654,689 | $ 739,154 | |
Capital expenditures | 31 | 445 | |
Operating segments | Net Lease | |||
Segment Reporting Information [Line Items] | |||
Rental income | 15,562 | 15,679 | |
Tenant recovery income | 854 | 1,033 | |
Other property income | 134 | 124 | |
Total revenues | 16,550 | 16,836 | |
Operating expenses | 1,058 | 1,431 | |
Net operating income (loss) | 15,492 | 15,405 | |
Balance Sheet Data | |||
Total assets | 322,486 | ||
Operating segments | Retail | |||
Segment Reporting Information [Line Items] | |||
Rental income | 5,199 | 6,460 | |
Tenant recovery income | 1,843 | 3,174 | |
Other property income | 70 | 14 | |
Total revenues | 7,112 | 9,648 | |
Operating expenses | 2,611 | 3,751 | |
Net operating income (loss) | 4,501 | 5,897 | |
Balance Sheet Data | |||
Total assets | 158,507 | ||
Capital expenditures | 31 | ||
Operating segments | Multi-Tenant Office | |||
Segment Reporting Information [Line Items] | |||
Rental income | 2,664 | 2,268 | |
Tenant recovery income | 254 | 196 | |
Other property income | 11 | 12 | |
Total revenues | 2,929 | 2,476 | |
Operating expenses | 819 | 895 | |
Net operating income (loss) | 2,110 | 1,581 | |
Balance Sheet Data | |||
Total assets | 103,115 | ||
Other | |||
Segment Reporting Information [Line Items] | |||
Rental income | 0 | 0 | |
Tenant recovery income | 0 | 0 | |
Other property income | 6 | 7 | |
Total revenues | 6 | 7 | |
Operating expenses | 140 | 69 | |
Net operating income (loss) | (134) | (62) | |
Balance Sheet Data | |||
Total assets | 31,904 | ||
Reconciling items | |||
Segment Reporting Information [Line Items] | |||
Non-allocated expenses | (11,110) | (12,380) | |
Other income and expenses | (6,551) | $ (7,014) | |
Balance Sheet Data | |||
Total assets | 38,677 | ||
Operating segments and corporate, non-segment | |||
Balance Sheet Data | |||
Total assets | $ 616,012 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 28, 2016shares |
Subsequent event | Common stock | |
Subsequent Event [Line Items] | |
Shares issued for each share held at date of spin-off (in shares) | 1 |