Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 08, 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 | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 864,890,967 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
Condensed Combined Consolidated
Condensed Combined Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Investment properties | ||
Land | $ 123,291 | $ 153,646 |
Building and other improvements | 438,988 | 711,262 |
Total | 562,279 | 864,908 |
Less accumulated depreciation | (80,716) | (185,100) |
Net investment properties | 481,563 | 679,808 |
Cash and cash equivalents | 24,502 | 26,972 |
Restricted cash and escrows | 5,335 | 3,647 |
Accounts and rents receivable (net of allowance of $111 and $104) | 12,292 | 12,554 |
Intangible assets, net | 8,794 | 12,547 |
Deferred costs and other assets | 4,853 | 3,626 |
Total assets | 537,339 | 739,154 |
Liabilities | ||
Debt, net | 393,101 | 437,032 |
Accounts payable and accrued expenses | 27,383 | 28,298 |
Intangible liabilities, net | 4,036 | 5,074 |
Other liabilities | 1,005 | 1,897 |
Total liabilities | 425,525 | 472,301 |
Commitments and contingencies | ||
Preferred Stock, Value, Issued | 0 | 0 |
Stockholder’s Equity | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 864,890,967 shares issued and outstanding as of June 30, 2016 | 8,649 | 0 |
Additional paid in capital | 1,405,258 | 1,534,018 |
Accumulated distributions in excess of net income (loss) | (1,302,093) | (1,267,165) |
Total stockholders’ equity | 111,814 | 266,853 |
Total liabilities and equity | $ 537,339 | $ 739,154 |
Condensed Combined Consolidate3
Condensed Combined Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts and rent receivables | $ 111 | $ 104 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0 |
Common Stock, Shares Authorized | 1,000,000,000 | 0 |
Common Stock, Shares Issued | 864,890,967 | 0 |
Common Stock, Shares Outstanding | 864,890,967 | 0 |
Preferred Stock, par value (in dollars per share) | $ 0.01 | |
Preferred Stock, Shares Authorized | 50,000,000 | |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 |
Condensed Combined Consolidate4
Condensed Combined Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Rental income | $ 22,290 | $ 23,802 | $ 45,716 | $ 48,208 |
Tenant recovery income | 2,485 | 3,442 | 5,436 | 7,845 |
Other property income | 60 | 210 | 281 | 367 |
Total revenues | 24,835 | 27,454 | 51,433 | 56,420 |
Expenses | ||||
Property operating expenses | 1,897 | 2,490 | 4,101 | 5,728 |
Real estate taxes | 1,837 | 2,723 | 4,262 | 5,631 |
Depreciation and amortization | 7,012 | 8,970 | 15,246 | 18,227 |
General and administrative expenses | 4,205 | 3,014 | 7,082 | 6,138 |
Provision for asset impairment | 42,615 | 0 | 42,615 | 0 |
Total expenses | 57,566 | 17,197 | 73,306 | 35,724 |
Operating (loss) income | (32,731) | 10,257 | (21,873) | 20,696 |
Other loss | (111) | (20) | (113) | (10) |
Interest expense | (6,159) | (6,807) | (12,704) | (13,824) |
(Loss) income before income taxes | (39,001) | 3,430 | (34,690) | 6,862 |
Income tax expense | (234) | (8) | (238) | (15) |
Net (loss) income | (39,235) | 3,422 | (34,928) | 6,847 |
Less: Net income attributable to non-controlling interests | 0 | 0 | 0 | (8) |
Net (loss) income attributable to Company | $ (39,235) | $ 3,422 | $ (34,928) | $ 6,839 |
Net (loss) income per share (in dollars per share) | $ (0.05) | $ 0 | $ (0.04) | $ 0.01 |
Weighted average shares outstanding - Basic and Diluted (in shares) | 863,975,978 | 862,014,421 | 863,975,978 | 862,014,421 |
Condensed Combined Consolidate5
Condensed Combined Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common stock | Additional Paid in Capital | Accumulated Distributions in Excess of Net (Loss) Income | Non-Controlling Interests |
Beginning balance at Dec. 31, 2014 | $ 317,108 | $ 1,593,858 | $ (1,276,875) | $ 125 | |
Net income (loss) | 6,847 | 6,839 | 8 | ||
Dividends paid | (4,622) | (4,622) | |||
Distributions to non-controlling interests | (8) | (8) | |||
Distributions to InvenTrust | (102,178) | (102,178) | |||
Contributions from InvenTrust | 72,148 | 72,148 | |||
Ending balance at Jun. 30, 2015 | 289,295 | 1,563,828 | (1,274,658) | 125 | |
Beginning balance at Dec. 31, 2015 | $ 266,853 | $ 0 | 1,534,018 | (1,267,165) | 0 |
Beginning balance (in shares) at Dec. 31, 2015 | 0 | 0 | |||
Net income (loss) | $ (34,928) | (34,928) | 0 | ||
Issuance of common shares and reduction in carryover basis in connection with separation from InvenTrust | (76,583) | $ 8,622 | (85,205) | ||
Issuance of common shares and reduction in carryover basis in connection with separation from InvenTrust | 862,205,672 | ||||
Repurchase of common shares, net | (69) | $ (2) | (67) | ||
Repurchase of common shares, net (in shares) | (191,251) | ||||
Share-based compensation | 1,036 | $ 29 | 1,007 | ||
Share-based compensation (in shares) | 2,876,546 | ||||
Distributions to InvenTrust | (129,853) | (129,853) | |||
Contributions from InvenTrust | 85,358 | 85,358 | |||
Ending balance at Jun. 30, 2016 | $ 111,814 | $ 8,649 | $ 1,405,258 | $ (1,302,093) | $ 0 |
Ending balance (in shares) at Jun. 30, 2016 | 864,890,967 | 864,890,967 |
Condensed Combined Consolidate6
Condensed Combined Consolidated Statements of Cash Flow - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (34,928) | $ 6,847 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 15,261 | 18,239 |
Amortization of above and below market leases, net | (625) | (199) |
Amortization of debt discounts and financing costs | 108 | 111 |
Straight-line rental income | 1,437 | 1,339 |
Provision for asset impairment | 42,615 | 0 |
Non-cash stock-based compensation expense | 1,850 | 0 |
Changes in assets and liabilities: | ||
Accounts and rents receivable | (1,531) | (1,087) |
Deferred costs and other assets | (3,233) | 455 |
Accounts payable and accrued expenses | 933 | 1,907 |
Other liabilities | (488) | (182) |
Net cash flows provided by operating activities | 21,399 | 27,430 |
Cash flows from investing activities: | ||
Capital expenditures and tenant improvements | (422) | (1,242) |
Payment of leasing fees | (437) | (1,635) |
Restricted escrows and other assets | (240) | (255) |
Net cash flows used in investing activities | (1,099) | (3,132) |
Cash flows from financing activities: | ||
Distributions to InvenTrust | (63,206) | (47,612) |
Contributions from InvenTrust | 67,444 | 46,462 |
Payoff of note payable | (15,062) | 0 |
Principal payments of mortgage debt | (11,063) | (10,123) |
Dividends paid | 0 | 4,622 |
Distributions paid to non-controlling interests | 0 | (8) |
Repurchase of common shares | (69) | 0 |
Payment for tax withholding for share-based compensation | (814) | 0 |
Net cash flows used in financing activities | (22,770) | (15,903) |
Net (decrease) increase in cash and cash equivalents | (2,470) | 8,395 |
Cash and cash equivalents, at beginning of period | 26,972 | 10,291 |
Cash and cash equivalents, at end of period | $ 24,502 | $ 18,686 |
Condensed Combined Consolidate7
Condensed Combined Consolidated Statements of Cash Flow - Supplemental - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 10,596 | $ 15,263 |
Supplemental schedule of non-cash investing and financing activities: | ||
Change in allocation of InvenTrust unsecured credit facility | (17,914) | (25,686) |
Distribution of assets and liabilities of four and three assets, respectively, to InvenTrust, net | 66,647 | 54,566 |
Reduction in Basis of Real Estate Investment Properties | $ 76,583 | $ 0 |
Condensed Combined Consolidate8
Condensed Combined Consolidated Statements of Cash Flow - Parenthetical - property | Feb. 19, 2016 | Jan. 28, 2015 |
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | ||
Number of retail assets distributed (in property) | 4 | 3 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Highlands REIT, Inc. ("Highlands") is a Maryland corporation with a portfolio of single- and multi-tenant office assets, industrial assets, retail assets, correctional facilities, unimproved land and a bank branch. Prior to April 28, 2016, Highlands was a wholly owned subsidiary of InvenTrust Properties Corp. ("InvenTrust" and formerly known as Inland American Real Estate Trust, Inc.), its former parent. On April 28, 2016, Highlands was spun-off from InvenTrust 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 public company. Highlands intends to be taxed as, and operate in a manner that will allow it to qualify as, a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code") for U.S. federal income tax purposes commencing with Highlands' short taxable year ending December 31, 2016. In connection with the Distribution, Highlands entered into a Separation and Distribution Agreement, Transition Services Agreement and Employee Matters Agreement with InvenTrust. Refer to Notes 4 and 11 for more details. 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. Upon the Distribution, Highlands' recorded the assets acquired and liabilities assumed based on InvenTrust's basis as of the date of the Distribution. Accordingly, Highlands recorded a reduction in the basis of investment properties of $76,583 . The reduction in basis was related to an impairment loss that InvenTrust recorded upon the disposal of Highlands as part of the Distribution. The accompanying condensed combined consolidated financial statements include the accounts of Highlands and its predecessors, as well as all of Highlands' wholly owned subsidiaries (collectively, the “Company”). 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 June 30, 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 and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 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 the Company's 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. Prior to the Distribution, the accompanying historical condensed combined consolidated financial statements did not represent the financial position and results of a single legal entity, but rather a combination of entities under common control that had been “carved out” of InvenTrust’s consolidated financial statements and reflected significant assumptions and allocations. The condensed combined consolidated financial statements reflect the operations of certain assets and liabilities that had been historically held by InvenTrust, but which were specifically identifiable or attributable to the Company. Prior to the Distribution, the accompanying condensed combined consolidated financial statements included 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 managed various asset portfolios, the extent of services and benefits a portfolio received was based on the size of its assets. Therefore, using average invested assets to allocate costs was a reasonable reflection of the services and other benefits received by the Company and complied 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. Prior to the Distribution, the condensed combined consolidated financial statements included transactions in which ordinary course cash transactions were 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. For the period subsequent to the spin-off from InvenTrust, the condensed consolidated financial statements reflect the Company's financial position, results of operations and cash flows in conformity with GAAP. Share Based Compensation In accordance with FASB ASC Topic 718, Accounting for Share Based Compensation, companies are required to recognize in the income statement the grant-date fair value of stock options and other equity based compensation issued to employees. Under Topic 718, the way an award is classified will affect the measurement of compensation cost. Equity classified awards are measured at grant date fair value, and amortized on a straight-line basis over the vesting period of the stock and are not subsequently re-measured. The cost of the share based payments that are fully vested at the grant date are measured and recognized at that date. Liability classified awards are measured at the grant date and are subsequently re-measured at the end of each period. The fair value of the stock awards for the purposes of recognizing stock-based compensation expense is based on the estimated fair value per share of Highlands’ Common Stock as determined by the Highlands' board of directors on the grant date. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period plus any additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Any anti-dilutive securities are excluded from the diluted earnings per-share calculation. 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. 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 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. Recently Adopted Accounting Pronouncements 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. 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 also allows an employer with statutory income tax withholding obligations to withhold shares with a fair value up to the amount of tax owed using the maximum statutory tax rate in the employee’s applicable jurisdiction. The Company adopted ASU 2016-09 effective as of April 1, 2016. |
Disposed Assets
Disposed Assets | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposed Assets | Disposed Assets During the three and six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 2015 . |
Transactions with Related Parti
Transactions with Related Parties | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2016 and 2015 . For the three months ended For the six months ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 General and administrative expense allocation (a) $ 576 $ 2,856 $ 3,324 $ 5,776 Transition services fees (b) $ 51 $ — $ 51 $ — (a) Prior to the Distribution, 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 was based upon the Company’s percentage share of the average invested assets of InvenTrust. As InvenTrust managed various asset portfolios, the extent of services and benefits a portfolio received was 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. Subsequent to the Distribution, the Company was not allocated any costs. (b) In connection with the Distribution, the Company entered into the Transition Services Agreement with InvenTrust, under which InvenTrust has agreed to provide certain transition services to the Company, including services related to information technology systems, financial reporting and accounting and legal services. There is a flat monthly fee per service and the total amount paid to InvenTrust will not be greater than approximately $100 . The expiration date varies by service provided and the agreement will terminate on the earlier of December 31, 2016 or the termination of the last service provided under it. As of June 30, 2016 and December 31, 2015 , the Company has been allocated a portion of InvenTrust's unsecured credit facility of $0 and $17,914 , respectively. In addition, as of June 30, 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 | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Mortgages Payable Mortgage loans outstanding as of June 30, 2016 and December 31, 2015 were $394,930 and $405,994 , respectively, and had a weighted average interest rate of 6.06% and 6.09% per annum, respectively. Deferred financing costs, net, as of June 30, 2016 and December 31, 2015 were $1,829 and $1,938 , respectively. As of June 30, 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 June 30, 2016 Weighted average interest rate 2016 $ 88,980 5.88 % 2017 30,275 5.57 % 2018 — — % 2019 — — % 2020 — — % Thereafter 275,675 6.18 % Total $ 394,930 6.06 % The Company's ability to pay off mortgages when they become due is dependent upon the Company's ability either to refinance the related mortgage debt or to sell the related asset. With respect to each loan, if the applicable wholly owned property-owning subsidiary is unable to refinance or sell the related asset, or in the event that the estimated asset value is less than the mortgage balance, the applicable wholly owned property-owning subsidiary may, if appropriate, satisfy a mortgage obligation by transferring title of the asset to the lender or permitting a lender to foreclose. There is no recourse debt as of June 30, 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 June 30, 2016 and December 31, 2015 , the Company was in compliance with all such covenants. As of June 30, 2016 , the mortgage loans on the AT&T-Hoffman Estates and AT&T-Cleveland assets are in “hyper-amortization,” and, as a result, all net operating income from these assets, less management operating expenses, is used to pay down the principal amount of the loan. Net cash generated is not available for general use of the Company and is classified as restricted. In addition, all rental payments, less certain expenses, for Dulles Executive Plaza are currently being “swept” and held by the lender pursuant to the loan agreement; as a result, net cash generated is not available for general use of the Company and is classified as restricted. For Sherman Plaza, all rental payments are being “swept” and held by the lender; however, lender remits excess cash to the Company for its general use after the debt service payment has been paid. The amount maturing in 2016 represents three mortgage loans, two of which mature in December 2016. The third, which is secured by the Company's Dulles - Executive Plaza asset, matures on September 1, 2016 and we expect that this loan will go into default on the maturity date. On June 29, 2016, the Company received notice that the loan in respect of the AT&T-Hoffman Estates asset had been transferred to the special servicer, C-III Asset Management, LLC. As of June 30, 2016 , AT&T-Hoffman Estates had one tenant, AT&T, a telecommunications company. The original term of the lease for this asset expires on August 15, 2016. AT&T has not renewed this lease and we do not expect them to do so. On August 9, 2016, the Company received written notice from the lender that an event of default has occurred under the loan agreement relating to the AT&T-Hoffman Estates asset for failure to pay required installments of principal and interest, and that, as a result, the entire loan amount is now due and payable. The Company has initiated discussions with the special servicer regarding the future of the asset. These events indicate a reduction in the expected holding period of the assets, representing impairment triggers. Refer to Note 6 for more details. 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 also 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 the Distribution, the Company no longer has an allocated portion of the unsecured credit facility; therefore, as of June 30, 2016 , the Company’s allocated portion of the term loan was $0 . As of December 31, 2015 , the Company’s allocated portion of the term loan was $17,914 and the interest rate was 1.59% . 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 June 30, 2016 and December 31, 2015 , the Company’s allocated portion of the revolving line of credit was $0 , respectively. 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 June 30, 2016 and December 31, 2015 , the balance of this note payable was $0 and $15,062 , respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 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 fair value using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition. Non-Recurring Measurements During the three and six months ended June 30, 2016 , the Company identified certain assets which may have a reduction in the expected holding period, which represented an impairment trigger. The Company recorded an impairment on investment properties of $42,615 on two net lease assets. The following table presents these assets measured at fair value on a nonrecurring basis as of June 30, 2016 aggregated by the level within the fair value hierarchy in which those measurements fall. Methods and assumptions used to estimate the fair value of these assets are described after the table. Fair Value Level 1 Level 2 Level 3 Total Provision for impairment June 30, 2016 Investment Properties — — $ 37,703 (a) $ 37,703 $ 42,615 (a) Represents the fair values of two net lease assets. The estimated fair value relating to the investment properties’ impairment analysis was based on 10 -year discounted cash flow models, which includes contractual inflows and outflows over a specific holding period. The cash flows consist of observable inputs such as contractual revenues and unobservable inputs such as forecasted revenues and expenses. These unobservable inputs are based on market conditions and the Company’s expected growth rates. Capitalization rates were 7.50% and discount rates ranging from 7.50% to 9.50% were utilized in the model and are based upon observable rates that the Company believes to be within a reasonable range of current market rates. The Company did not have any assets measured at fair value on a nonrecurring basis as of December 31, 2015 . During the three and six months ended June 30, 2015 , the Company recognized no provision for asset impairment. 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 June 30, 2016 and as of December 31, 2015 . June 30, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Mortgages payable $ 394,930 $ 400,162 $ 405,994 $ 410,888 Unsecured credit facility — — 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 4.50% and 4.52% per annum as of June 30, 2016 and December 31, 2015 . The Company estimates the fair value of its mortgages payable by discounting the anticipated future cash flows of each instrument at rates currently offered to the Company by its lenders for similar debt instruments of comparable maturities. The rates used are based on credit spreads observed in the marketplace during the quarter for similar debt instruments, and a floor rate that the Company has derived using its subjective judgment for each asset segment. Based on this, the company determines the appropriate rate for each of its individual mortgages payable based upon the specific terms of the agreement, including the term to maturity, the quality and nature of the underlying property and its leverage ratio. The weighted average effective interest rates rates used range from 4.15% to 5.15% and 3.99% to 4.99% as of June 30, 2016 and December 31, 2015 , respectively. The fair value estimate of the unsecured credit facility approximated 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 | 6 Months Ended |
Jun. 30, 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 (excluding capital gains) 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 Code. As a QRS, the Company was disregarded as a separate entity from InvenTrust for U.S. 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 June 30, 2016 and 2015 , an income tax expense of $234 and $8 , respectively, was included on the condensed combined consolidated statements of operations. During the six months ended June 30, 2016 and 2015 , an income tax expense of $238 and $15 , respectively, was included on the condensed combined consolidated statements of operations. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2016 , approximately 46% 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 June 30, 2016 , the mortgage loans on the AT&T-Hoffman Estates and AT&T-Cleveland assets are in “hyper-amortization,” and, as a result, all net operating income from these assets, less management operating expenses, is used to pay down the principal amount of the loan. Net cash generated is not available for general use of the Company and is classified as restricted. As of June 30, 2016, AT&T-Hoffman Estates had one tenant, AT&T. The original term of the lease for this asset expires on August 15, 2016. AT&T has not renewed this lease and we do not expect them to do so. On August 9, 2016, the Company received written notice from the lender that an event of default has occurred under the loan agreement relating to the AT&T-Hoffman Estates asset for failure to pay required installments of principal and interest, and that, as a result, the entire loan amount is now due and payable. The Company has initiated discussions with the special servicer regarding the future of the asset. The following table summarizes net property operations income by segment as of and for the three months ended June 30, 2016 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 22,290 $ 15,527 $ 4,220 $ 2,543 $ — Tenant recovery income 2,485 694 1,688 103 — Other property income 60 143 (8 ) (87 ) 12 Total income 24,835 16,364 5,900 2,559 12 Operating expenses 3,734 910 1,812 805 207 Net operating income (loss) $ 21,101 $ 15,454 $ 4,088 $ 1,754 $ (195 ) Non-allocated expenses (a) (11,217 ) Other income and expenses (b) (6,504 ) Provision for asset impairment (c) (42,615 ) Net loss attributable to the Company $ (39,235 ) (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) Provision for asset impairment includes $42,615 related to two net lease assets. The following table summarizes net property operations income by segment as of and for the three months ended June 30, 2015 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 23,802 $ 15,675 $ 5,859 $ 2,268 $ — Tenant recovery income 3,442 855 2,396 191 — Other property income 210 168 16 20 6 Total income 27,454 16,698 8,271 2,479 6 Operating expenses 5,213 1,308 3,032 716 157 Net operating income (loss) $ 22,241 $ 15,390 $ 5,239 $ 1,763 $ (151 ) Non-allocated expenses (a) (11,984 ) Other income and expenses (b) (6,835 ) Net income attributable to the Company $ 3,422 (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. The following table summarizes net property operations income by segment as of and for the six months ended June 30, 2016 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 45,716 $ 31,090 $ 9,419 $ 5,207 $ — Tenant recovery income 5,436 1,548 3,530 358 — Other property income 281 277 61 (76 ) 19 Total income 51,433 32,915 13,010 5,489 19 Operating expenses 8,363 1,969 4,424 1,624 346 Net operating income (loss) $ 43,070 $ 30,946 $ 8,586 $ 3,865 $ (327 ) Non-allocated expenses (a) (22,328 ) Other income and expenses (b) (13,055 ) Provision for asset impairment (c) (42,615 ) Net loss attributable to the Company $ (34,928 ) Balance Sheet Data Real estate assets, net (d) $ 490,357 $ 215,763 $ 156,966 $ 86,002 $ 31,626 Non-segmented assets (e) 46,982 Total assets 537,339 Capital expenditures $ 422 $ — $ 422 $ — $ — (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) Provision for asset impairment includes $42,615 related to two net lease assets. (d) Real estate assets include intangible assets, net of amortization. (e) 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 six months ended June 30, 2015 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 48,208 $ 31,355 $ 12,318 $ 4,535 $ — Tenant recovery income 7,845 1,888 5,569 388 — Other property income 367 293 30 32 12 Total income 56,420 33,536 17,917 4,955 12 Operating expenses 11,359 2,739 6,782 1,147 691 Net operating income (loss) $ 45,061 $ 30,797 $ 11,135 $ 3,808 $ (679 ) Non-allocated expenses (a) (24,365 ) Other income and expenses (b) (13,849 ) Net income $ 6,847 Less: net income attributable to non-controlling interests (8 ) Net income attributable to Company $ 6,839 (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. |
Net (Loss) Income per Share
Net (Loss) Income per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, plus any additional common shares that would have been outstanding if the dilutive potential common shares had been issued. For periods prior to the Distribution, basic and diluted earnings per share was calculated by dividing net income attributable to the Company by the 862.0 million shares of Common Stock outstanding upon the completion of the Distribution. The following table reconciles net (loss) income attributable to the Company to basic and diluted EPS (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Net (loss) income $ (39,235 ) $ 3,422 $ (34,928 ) $ 6,847 Less: Net income attributable to non-controlling interests — — — (8 ) Net (loss) income attributable to Company $ (39,235 ) $ 3,422 $ (34,928 ) $ 6,839 Denominator: Weighted average shares outstanding - basic and diluted 863,975,978 862,014,421 863,975,978 862,014,421 Basic and diluted (loss) income per share: Net (loss) income per common share $ (0.05 ) $ — $ (0.04 ) $ 0.01 |
Share Based Compensation
Share Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Share Based Compensation | Share Based Compensation Incentive Award Plan On April 28, 2016, the board of directors adopted, ratified and approved the Highlands REIT, Inc. 2016 Incentive Award Plan (the "Incentive Award Plan"), under which the Company may grant cash and equity-based incentive awards to eligible employees, directors, and consultants. Prior to the Company’s spin-off from InvenTrust, the board of directors of the Company (then a wholly owned subsidiary of InvenTrust) adopted, and InvenTrust, as the sole stockholder of Highlands, approved, the Incentive Awards Plan. To date, the Company has only granted stock awards, which were fully vested at the grant date. Under the Incentive Award Plan, the Company is authorized to grant up to 43,000,000 shares of the Company's common stock pursuant to awards under the plan. At June 30, 2016 , 37,861,111 shares were available for future issuance under the Incentive Award Plan. A summary of the Company's stock awards activity as of June 30, 2016 is as follows: Non-Vested stock awards Stock Awards (#) Weighted Average Grant Date Fair Value Balance at January 1, 2016 — — Granted 5,138,889 $ 0.36 Vested (5,138,889 ) 0.36 Forfeited — — Balance at June 30, 2016 — $ — For the three and six months ended June 30, 2016 , the Company recognized stock-based compensation expense of $1,850 related to the Incentive Award Plan. No stock-based compensation expense was recognized for the three and six months ended June 30, 2015 . For the three and six months ended June 30, 2016 , the Company paid $814 related to tax withholding for share-based compensation. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 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 | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 9, 2016, the Company received written notice from the lender that an event of default has occurred under the loan agreement relating to the AT&T-Hoffman Estates asset for failure to pay required installments of principal and interest, and that, as a result, the entire loan amount is now due and payable. The Company has initiated discussions with the special servicer regarding the future of the asset. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 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 the Company's 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. Prior to the Distribution, the accompanying historical condensed combined consolidated financial statements did not represent the financial position and results of a single legal entity, but rather a combination of entities under common control that had been “carved out” of InvenTrust’s consolidated financial statements and reflected significant assumptions and allocations. The condensed combined consolidated financial statements reflect the operations of certain assets and liabilities that had been historically held by InvenTrust, but which were specifically identifiable or attributable to the Company. Prior to the Distribution, the accompanying condensed combined consolidated financial statements included 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 managed various asset portfolios, the extent of services and benefits a portfolio received was based on the size of its assets. Therefore, using average invested assets to allocate costs was a reasonable reflection of the services and other benefits received by the Company and complied 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. Prior to the Distribution, the condensed combined consolidated financial statements included transactions in which ordinary course cash transactions were 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. For the period subsequent to the spin-off from InvenTrust, the condensed consolidated financial statements reflect the Company's financial position, results of operations and cash flows in conformity with GAAP. |
Share Based Compensation | Share Based Compensation In accordance with FASB ASC Topic 718, Accounting for Share Based Compensation, companies are required to recognize in the income statement the grant-date fair value of stock options and other equity based compensation issued to employees. Under Topic 718, the way an award is classified will affect the measurement of compensation cost. Equity classified awards are measured at grant date fair value, and amortized on a straight-line basis over the vesting period of the stock and are not subsequently re-measured. The cost of the share based payments that are fully vested at the grant date are measured and recognized at that date. Liability classified awards are measured at the grant date and are subsequently re-measured at the end of each period. The fair value of the stock awards for the purposes of recognizing stock-based compensation expense is based on the estimated fair value per share of Highlands’ Common Stock as determined by the Highlands' board of directors on the grant date. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period plus any additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Any anti-dilutive securities are excluded from the diluted earnings per-share calculation. |
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. 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 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. Recently Adopted Accounting Pronouncements 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. 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 also allows an employer with statutory income tax withholding obligations to withhold shares with a fair value up to the amount of tax owed using the maximum statutory tax rate in the employee’s applicable jurisdiction. The Company adopted ASU 2016-09 effective as of April 1, 2016. |
Transactions with Related Par22
Transactions with Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions | The following table summarizes the Company’s related party transactions for the three and six months ended June 30, 2016 and 2015 . For the three months ended For the six months ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 General and administrative expense allocation (a) $ 576 $ 2,856 $ 3,324 $ 5,776 Transition services fees (b) $ 51 $ — $ 51 $ — (a) Prior to the Distribution, 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 was based upon the Company’s percentage share of the average invested assets of InvenTrust. As InvenTrust managed various asset portfolios, the extent of services and benefits a portfolio received was 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. Subsequent to the Distribution, the Company was not allocated any costs. (b) In connection with the Distribution, the Company entered into the Transition Services Agreement with InvenTrust, under which InvenTrust has agreed to provide certain transition services to the Company, including services related to information technology systems, financial reporting and accounting and legal services. There is a flat monthly fee per service and the total amount paid to InvenTrust will not be greater than approximately $100 . The expiration date varies by service provided and the agreement will terminate on the earlier of December 31, 2016 or the termination of the last service provided under it. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Scheduled Maturities of Mortgage Indebtedness | As of June 30, 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 June 30, 2016 Weighted average interest rate 2016 $ 88,980 5.88 % 2017 30,275 5.57 % 2018 — — % 2019 — — % 2020 — — % Thereafter 275,675 6.18 % Total $ 394,930 6.06 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured on a Non-Recurring Basis | The following table presents these assets measured at fair value on a nonrecurring basis as of June 30, 2016 aggregated by the level within the fair value hierarchy in which those measurements fall. Methods and assumptions used to estimate the fair value of these assets are described after the table. Fair Value Level 1 Level 2 Level 3 Total Provision for impairment June 30, 2016 Investment Properties — — $ 37,703 (a) $ 37,703 $ 42,615 (a) Represents the fair values of two net lease assets. The estimated fair value relating to the investment properties’ impairment analysis was based on 10 -year discounted cash flow models, which includes contractual inflows and outflows over a specific holding period. The cash flows consist of observable inputs such as contractual revenues and unobservable inputs such as forecasted revenues and expenses. These unobservable inputs are based on market conditions and the Company’s expected growth rates. Capitalization rates were 7.50% and discount rates ranging from 7.50% to 9.50% were utilized in the model and are based upon observable rates that the Company believes to be within a reasonable range of current market rates. |
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 June 30, 2016 and as of December 31, 2015 . June 30, 2016 December 31, 2015 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Mortgages payable $ 394,930 $ 400,162 $ 405,994 $ 410,888 Unsecured credit facility — — 17,914 17,914 Note payable — — 15,062 15,062 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2016 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 22,290 $ 15,527 $ 4,220 $ 2,543 $ — Tenant recovery income 2,485 694 1,688 103 — Other property income 60 143 (8 ) (87 ) 12 Total income 24,835 16,364 5,900 2,559 12 Operating expenses 3,734 910 1,812 805 207 Net operating income (loss) $ 21,101 $ 15,454 $ 4,088 $ 1,754 $ (195 ) Non-allocated expenses (a) (11,217 ) Other income and expenses (b) (6,504 ) Provision for asset impairment (c) (42,615 ) Net loss attributable to the Company $ (39,235 ) (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) Provision for asset impairment includes $42,615 related to two net lease assets. The following table summarizes net property operations income by segment as of and for the three months ended June 30, 2015 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 23,802 $ 15,675 $ 5,859 $ 2,268 $ — Tenant recovery income 3,442 855 2,396 191 — Other property income 210 168 16 20 6 Total income 27,454 16,698 8,271 2,479 6 Operating expenses 5,213 1,308 3,032 716 157 Net operating income (loss) $ 22,241 $ 15,390 $ 5,239 $ 1,763 $ (151 ) Non-allocated expenses (a) (11,984 ) Other income and expenses (b) (6,835 ) Net income attributable to the Company $ 3,422 (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. The following table summarizes net property operations income by segment as of and for the six months ended June 30, 2016 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 45,716 $ 31,090 $ 9,419 $ 5,207 $ — Tenant recovery income 5,436 1,548 3,530 358 — Other property income 281 277 61 (76 ) 19 Total income 51,433 32,915 13,010 5,489 19 Operating expenses 8,363 1,969 4,424 1,624 346 Net operating income (loss) $ 43,070 $ 30,946 $ 8,586 $ 3,865 $ (327 ) Non-allocated expenses (a) (22,328 ) Other income and expenses (b) (13,055 ) Provision for asset impairment (c) (42,615 ) Net loss attributable to the Company $ (34,928 ) Balance Sheet Data Real estate assets, net (d) $ 490,357 $ 215,763 $ 156,966 $ 86,002 $ 31,626 Non-segmented assets (e) 46,982 Total assets 537,339 Capital expenditures $ 422 $ — $ 422 $ — $ — (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) Provision for asset impairment includes $42,615 related to two net lease assets. (d) Real estate assets include intangible assets, net of amortization. (e) 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 six months ended June 30, 2015 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 48,208 $ 31,355 $ 12,318 $ 4,535 $ — Tenant recovery income 7,845 1,888 5,569 388 — Other property income 367 293 30 32 12 Total income 56,420 33,536 17,917 4,955 12 Operating expenses 11,359 2,739 6,782 1,147 691 Net operating income (loss) $ 45,061 $ 30,797 $ 11,135 $ 3,808 $ (679 ) Non-allocated expenses (a) (24,365 ) Other income and expenses (b) (13,849 ) Net income $ 6,847 Less: net income attributable to non-controlling interests (8 ) Net income attributable to Company $ 6,839 (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. |
Net (Loss) Income per Share (Ta
Net (Loss) Income per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net (Loss) Income to Basic and Diluted EPS | The following table reconciles net (loss) income attributable to the Company to basic and diluted EPS (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Net (loss) income $ (39,235 ) $ 3,422 $ (34,928 ) $ 6,847 Less: Net income attributable to non-controlling interests — — — (8 ) Net (loss) income attributable to Company $ (39,235 ) $ 3,422 $ (34,928 ) $ 6,839 Denominator: Weighted average shares outstanding - basic and diluted 863,975,978 862,014,421 863,975,978 862,014,421 Basic and diluted (loss) income per share: Net (loss) income per common share $ (0.05 ) $ — $ (0.04 ) $ 0.01 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Summary of Stock Award Activity | A summary of the Company's stock awards activity as of June 30, 2016 is as follows: Non-Vested stock awards Stock Awards (#) Weighted Average Grant Date Fair Value Balance at January 1, 2016 — — Granted 5,138,889 $ 0.36 Vested (5,138,889 ) 0.36 Forfeited — — Balance at June 30, 2016 — $ — |
Organization (Details)
Organization (Details) $ / shares in Units, $ in Thousands | Apr. 28, 2016$ / sharesshares | Jun. 30, 2016USD ($)parcelproperty$ / shares | Jun. 30, 2015USD ($) | Dec. 31, 2015parcelproperty$ / shares |
Conversion of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0 | |
Reduction in Basis of Real Estate Investment Properties | $ | $ 76,583 | $ 0 | ||
Number of assets (in property) | property | 18 | 22 | ||
Parcels of land | parcel | 4 | 4 | ||
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 Accoun29
Summary of Significant Accounting Policies (Details) - Adjustments for Adoption of ASU $ in Thousands | Dec. 31, 2015USD ($) |
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 | Feb. 19, 2016 | 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 | 3 |
Transactions with Related Par31
Transactions with Related Parties (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Unsecured credit facility | $ 0 | $ 0 | $ 17,914,000 | ||
InvenTrust | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expense allocation | 576,000 | $ 2,856,000 | 3,324,000 | $ 5,776,000 | |
Notes payable | 0 | 0 | $ 15,062,000 | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 51,000 | $ 0 | 51,000 | ||
Maximum [Member] | InvenTrust | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 100,000 |
Debt - Scheduled Maturities (De
Debt - Scheduled Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total | $ 393,101 | $ 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 | 275,675 | |
Total | $ 394,930 | $ 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 | 6.18% | |
Total | 6.06% | 6.09% |
Debt - Narrative (Details)
Debt - Narrative (Details) | Nov. 05, 2015USD ($)tranche | Feb. 03, 2015USD ($) | May 01, 2014USD ($) | Jun. 30, 2016USD ($)loan | Mar. 25, 2016USD ($) | Feb. 19, 2016property | Dec. 31, 2015USD ($) | Jan. 28, 2015USD ($)property |
Debt Instrument [Line Items] | ||||||||
Debt, net | $ 393,101,000 | $ 437,032,000 | ||||||
Unsecured credit facility | 0 | 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 | $ 0 | |||||||
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 | 3 | ||||||
Number of retail assets encumbered by a mortgage (in property) | property | 2 | |||||||
Mortgage payables distributed at carrying value | $ 19,893,000 | |||||||
MaturityDateofCurrentYear | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of mortgages maturing (in loans) | loan | 3 | |||||||
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 | $ 0 | $ 17,914,000 | ||||||
Interest rate at period end | 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 | $ 394,930,000 | $ 405,994,000 | ||||||
Weighted average interest rate | 6.06% | 6.09% | ||||||
Deferred financing costs, net | $ 1,829,000 | $ 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 - Non-R
Fair Value Measurements - Non-Recurring Measurements (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016USD ($)leased_assetparcel | Jun. 30, 2016USD ($)leased_assetparcel | Dec. 31, 2015parcel | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Provision for impairment | $ 42,615 | ||
Number of parcels of land | parcel | 4 | 4 | 4 |
Term of discounted cash flow model | 10 years | ||
Net Lease | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Provision for impairment | $ 42,615 | ||
Minimum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Capitalization rate | 7.50% | ||
Discount rate | 7.50% | ||
Maximum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount rate | 9.50% | ||
Fair Value, Measurements, Nonrecurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment properties | 37,703 | $ 37,703 | |
Fair Value, Measurements, Nonrecurring | Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment properties | $ 37,703 | $ 37,703 | |
Fair Value, Measurements, Nonrecurring | Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Net Lease | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Provision for Asset Impairment, Properties Affected | leased_asset | 2 | 2 |
Fair Value Measurements - Not M
Fair Value Measurements - Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgages payable | $ 400,162 | $ 410,888 |
Unsecured credit facility | 0 | 17,914 |
Estimated Fair Value | InvenTrust | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Note payable | 0 | 15,062 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgages payable | 394,930 | 405,994 |
Unsecured credit facility | 0 | 17,914 |
Carrying Value | InvenTrust | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Note payable | $ 0 | $ 15,062 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016USD ($)leased_asset | Jun. 30, 2016USD ($)leased_asset | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Impairment of investment property | $ 42,615 | ||
Long-term debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Discount rate | 4.50% | 4.52% | |
Net Lease | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Impairment of investment property | $ 42,615 | ||
Net Lease | InvenTrust | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Provision for Asset Impairment, Properties Affected | leased_asset | 2 | 2 | |
Minimum [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Discount rate | 7.50% | ||
Minimum [Member] | Long-term debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Discount rate | 4.15% | 3.99% | |
Maximum [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Discount rate | 9.50% | ||
Maximum [Member] | Long-term debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Discount rate | 5.15% | 4.99% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 234 | $ 8 | $ 238 | $ 15 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
Jun. 30, 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 | 46.00% |
Number of leased assets | leased_asset | 3 |
Segment Reporting - Net Propert
Segment Reporting - Net Property Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Rental income | $ 22,290 | $ 23,802 | $ 45,716 | $ 48,208 | |
Tenant recovery income | 2,485 | 3,442 | 5,436 | 7,845 | |
Other property income | 60 | 210 | 281 | 367 | |
Total revenues | 24,835 | 27,454 | 51,433 | 56,420 | |
Operating expenses | 3,734 | 5,213 | 8,363 | 11,359 | |
Net operating income (loss) | 21,101 | 22,241 | 43,070 | 45,061 | |
Asset Impairment Charges | (42,615) | 0 | (42,615) | 0 | |
Net (loss) income | (39,235) | 3,422 | (34,928) | 6,847 | |
Less: Net income attributable to non-controlling interests | 0 | 0 | 0 | (8) | |
Net (loss) income attributable to Company | (39,235) | 3,422 | (34,928) | 6,839 | |
Balance Sheet Data | |||||
Total assets | 537,339 | 537,339 | $ 739,154 | ||
Capital expenditures | 422 | 1,242 | |||
Operating segments | Net Lease | |||||
Segment Reporting Information [Line Items] | |||||
Rental income | 15,527 | 15,675 | 31,090 | 31,355 | |
Tenant recovery income | 694 | 855 | 1,548 | 1,888 | |
Other property income | 143 | 168 | 277 | 293 | |
Total revenues | 16,364 | 16,698 | 32,915 | 33,536 | |
Operating expenses | 910 | 1,308 | 1,969 | 2,739 | |
Net operating income (loss) | 15,454 | 15,390 | 30,946 | 30,797 | |
Balance Sheet Data | |||||
Total assets | 215,763 | 215,763 | |||
Capital expenditures | 0 | ||||
Operating segments | Retail | |||||
Segment Reporting Information [Line Items] | |||||
Rental income | 4,220 | 5,859 | 9,419 | 12,318 | |
Tenant recovery income | 1,688 | 2,396 | 3,530 | 5,569 | |
Other property income | (8) | 16 | 61 | 30 | |
Total revenues | 5,900 | 8,271 | 13,010 | 17,917 | |
Operating expenses | 1,812 | 3,032 | 4,424 | 6,782 | |
Net operating income (loss) | 4,088 | 5,239 | 8,586 | 11,135 | |
Balance Sheet Data | |||||
Total assets | 156,966 | 156,966 | |||
Capital expenditures | 422 | ||||
Operating segments | Multi-Tenant Office | |||||
Segment Reporting Information [Line Items] | |||||
Rental income | 2,543 | 2,268 | 5,207 | 4,535 | |
Tenant recovery income | 103 | 191 | 358 | 388 | |
Other property income | (87) | 20 | (76) | 32 | |
Total revenues | 2,559 | 2,479 | 5,489 | 4,955 | |
Operating expenses | 805 | 716 | 1,624 | 1,147 | |
Net operating income (loss) | 1,754 | 1,763 | 3,865 | 3,808 | |
Balance Sheet Data | |||||
Total assets | 86,002 | 86,002 | |||
Capital expenditures | 0 | ||||
Other | |||||
Segment Reporting Information [Line Items] | |||||
Rental income | 0 | 0 | 0 | 0 | |
Tenant recovery income | 0 | 0 | 0 | 0 | |
Other property income | 12 | 6 | 19 | 12 | |
Total revenues | 12 | 6 | 19 | 12 | |
Operating expenses | 207 | 157 | 346 | 691 | |
Net operating income (loss) | (195) | (151) | (327) | (679) | |
Balance Sheet Data | |||||
Total assets | 31,626 | 31,626 | |||
Reconciling items | |||||
Segment Reporting Information [Line Items] | |||||
Non-allocated expenses | (11,217) | (11,984) | (22,328) | (24,365) | |
Other income and expenses | (6,504) | $ (6,835) | (13,055) | $ (13,849) | |
Balance Sheet Data | |||||
Total assets | 46,982 | 46,982 | |||
Operating segments and corporate, non-segment | |||||
Balance Sheet Data | |||||
Total assets | $ 490,357 | $ 490,357 |
Net (Loss) Income per Share (De
Net (Loss) Income per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net (loss) income | $ (39,235) | $ 3,422 | $ (34,928) | $ 6,847 |
Less: Net income attributable to non-controlling interests | 0 | 0 | 0 | 8 |
Net (loss) income attributable to Company | $ (39,235) | $ 3,422 | $ (34,928) | $ 6,839 |
Denominator: | ||||
Weighted average shares outstanding - Basic and Diluted (in shares) | 863,975,978 | 862,014,421 | 863,975,978 | 862,014,421 |
Basic and diluted (loss) income per share: | ||||
Net (loss) income per share (in dollars per share) | $ (0.05) | $ 0 | $ (0.04) | $ 0.01 |
Share Based Compensation (Detai
Share Based Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Apr. 28, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1,850,000 | $ 0 | $ 1,850,000 | $ 0 | |
Payments Related to Tax Withholding for Share-based Compensation | $ 814,000 | $ 0 | |||
Incentive awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | 43,000,000 | ||||
Shares available for future issuance (in shares) | 37,861,111 | 37,861,111 | |||
Stock Awards | |||||
Beginning balance (in shares) | 0 | ||||
Granted (in shares) | 5,138,889 | ||||
Vested (in shares) | (5,138,889) | ||||
Forfeited (in shares) | 0 | ||||
Ending balance (in shares) | 0 | 0 | |||
Weighted Average Grant Date Fair Value | |||||
Beginning Balance (in dollars per share) | $ 0 | ||||
Granted (in dollars per share) | 0.36 | ||||
Vested (in dollars per share) | 0.36 | ||||
Forfeited (in dollars per share) | 0 | ||||
Ending Balance (in dollars per share) | $ 0 | $ 0 |