Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017shares | |
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, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 868,137,867 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q1 |
Condensed Combined Consolidated
Condensed Combined Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Investment properties | ||
Land | $ 121,027 | $ 121,027 |
Building and other improvements | 393,988 | 394,022 |
Construction in progress | 723 | 530 |
Total | 515,738 | 515,579 |
Less accumulated depreciation | (88,540) | (84,651) |
Net investment properties | 427,198 | 430,928 |
Cash and cash equivalents | 28,336 | 57,129 |
Restricted cash and escrows | 7,372 | 7,034 |
Accounts and rents receivable (net of allowance of $254 and $126) | 10,184 | 9,997 |
Intangible assets, net | 1,897 | 3,253 |
Deferred costs and other assets | 4,851 | 4,213 |
Total assets | 479,839 | 512,554 |
Liabilities | ||
Debt, net | 348,076 | 380,240 |
Accounts payable and accrued expenses | 48,492 | 42,899 |
Intangible liabilities, net | 3,726 | 3,831 |
Other liabilities | 2,387 | 2,303 |
Total liabilities | 402,682 | 429,274 |
Stockholder’s Equity | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 868,137,867 shares issued and outstanding as of March 31, 2017 and 864,890,967 shares issued and outstanding as of December 31, 2016 | 8,681 | 8,649 |
Additional paid in capital | 1,406,362 | 1,405,677 |
Accumulated distributions in excess of net income (loss) | (1,337,886) | (1,331,046) |
Total stockholders’ equity | 77,157 | 83,280 |
Total liabilities and equity | $ 479,839 | $ 512,554 |
Condensed Combined Consolidate3
Condensed Combined Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts and rent receivables | $ 254 | $ 126 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0 |
Common Stock, Shares Authorized | 1,000,000,000 | 0 |
Common Stock, Shares Issued | 868,137,867 | 864,890,967 |
Common Stock, Shares Outstanding | 868,137,867 | 864,890,967 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Rental income | $ 14,763 | $ 23,425 |
Tenant recovery income | 1,583 | 2,951 |
Other property income | 489 | 221 |
Total revenues | 16,835 | 26,597 |
Expenses | ||
Property operating expenses | 3,186 | 2,203 |
Real estate taxes | 3,461 | 2,425 |
Depreciation and amortization | 5,624 | 8,233 |
General and administrative expenses | 4,078 | 2,877 |
Total expenses | 16,349 | 15,738 |
Operating income | 486 | 10,859 |
Investment Income, Interest and Dividend | 40 | 0 |
Loss on sale of investment properties, net | (3) | 0 |
Other income (loss) | 3 | (2) |
Interest expense | (7,365) | (6,545) |
(Loss) income before income taxes | (6,838) | 4,312 |
Income tax expense | (2) | (4) |
Net (loss) income | (6,840) | 4,308 |
Net (loss) income attributable to Company | $ (6,840) | $ 4,308 |
Net (loss) income per share (in dollars per share) | $ (0.01) | $ 0 |
Weighted average shares outstanding - Basic and Diluted (in shares) | 865,591,047 | 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 |
Beginning balance at Dec. 31, 2015 | $ 266,853 | $ 1,534,018 | $ (1,267,165) | |
Net income (loss) | 4,308 | 4,308 | ||
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) | |
Beginning balance at Dec. 31, 2016 | $ 83,280 | $ 8,649 | 1,405,677 | (1,331,046) |
Beginning balance (in shares) at Dec. 31, 2016 | 864,890,967 | 864,891,000 | ||
Net income (loss) | $ (6,840) | (6,840) | ||
Share-based compensation | 717 | $ 32 | 685 | |
Share-based compensation (in shares) | 3,246,900 | |||
Ending balance at Mar. 31, 2017 | $ 77,157 | $ 8,681 | $ 1,406,362 | $ (1,337,886) |
Ending balance (in shares) at Mar. 31, 2017 | 868,137,867 | 868,137,867 |
Condensed Combined Consolidate6
Condensed Combined Consolidated Statements of Cash Flow - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (6,840) | $ 4,308 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 5,552 | 8,241 |
Amortization of above and below market leases, net | (105) | (121) |
Amortization of debt discounts and financing costs | 37 | 54 |
Straight-line rental income | (451) | 858 |
Loss on sale of investment properties, net | (3) | 0 |
Non-cash stock-based compensation expense | 1,338 | 0 |
Changes in assets and liabilities: | ||
Increase (Decrease) in Restricted Cash for Operating Activities | (2,106) | (807) |
Accounts and rents receivable | 264 | (525) |
Deferred costs and other assets | (842) | (1,581) |
Accounts payable and accrued expenses | 5,963 | (344) |
Other liabilities | 84 | 721 |
Net cash flows provided by operating activities | 2,897 | 10,804 |
Cash flows from investing activities: | ||
Capital expenditures and tenant improvements | (83) | (31) |
Investment in development | (180) | 0 |
Payment of leasing fees | 0 | (44) |
Restricted escrows and other assets | (65) | 0 |
Net cash flows used in investing activities | (328) | (75) |
Cash flows from financing activities: | ||
Restricted Escrows | 1,833 | 0 |
Distributions to InvenTrust | 0 | (19,718) |
Contributions from InvenTrust | 0 | 20,195 |
Payoff of mortgage and note payable | (30,273) | (15,062) |
Principal payments of mortgage debt | (1,993) | (5,235) |
Payment of loan fees and deposits | 65 | 0 |
Payment for tax withholding for share-based compensation | (994) | 0 |
Net cash flows used in financing activities | (31,362) | (19,820) |
Net decrease in cash and cash equivalents | (28,793) | (9,091) |
Cash and cash equivalents, at beginning of period | 57,129 | 26,972 |
Cash and cash equivalents, at end of period | $ 28,336 | $ 17,881 |
Condensed Combined Consolidate7
Condensed Combined Consolidated Statements of Cash Flow - Supplemental - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of capitalized interest of $9 and $0, respectively | $ 2,407 | $ 7,125 |
Supplemental schedule of non-cash investing and financing activities: | ||
Change in allocation of InvenTrust unsecured credit facility | 0 | 15,434 |
Distribution of assets and liabilities of four and three assets, respectively, to InvenTrust, net | $ 0 | $ 66,647 |
Condensed Combined Consolidate8
Condensed Combined Consolidated Statements of Cash Flow - Parenthetical $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)property | Mar. 31, 2016USD ($)property | |
Interest Costs Capitalized | $ | $ 9 | $ 0 |
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | ||
Number of retail assets distributed (in property) | property | 0 | 4 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Highlands REIT, Inc. ("Highlands"), which was formed in December 2015, 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. 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 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 at the time of the Distribution. 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 Note 5. As of March 31, 2017 and December 31, 2016 , the Company owned 17 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, 2017 and 2016 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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. Actual results could differ from those estimates. Refer to the Company’s audited combined consolidated financial statements for the year ended December 31, 2016 included in the Company's Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 27, 2017 (the "Annual Report"), 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 was 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. 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. 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 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. The Company intends to adopt the new standard on its effective date. 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 Company intends to adopt the new standard on its effective date. The Company is currently evaluating the effect of ASU 2016-02 on its combined consolidated financial statements and believes substantially all of our leases will continue to be classified as operating leases under the new standard. Subsequent to our adoption of the new standard, common area maintenance provided in our real estate contracts will be accounted for as a non-lease component within the scope of the new revenue standard. As a result, we will be required to recognize revenues associated with our real estate leases separately from revenues associated with common area maintenance. We are continuing to evaluate whether the variable payment provisions of the new lease standard or the allocation and recognition provisions of the new revenue standard will affect the timing of recognition of for our lease and non-lease revenue. In addition, due to the new standard's narrowed definition of initial direct costs , we expect to expense as incurred significant lease origination costs currently capitalized as initial direct costs and amortized to expense over the lease term. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice. The cash flow issues include debt prepayment or debt extinguishment costs and proceeds from the settlement of insurance claims. The ASU is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We do not expect that the adoption of this ASU will have a material impact on our combined consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Classification and Presentation of Restricted Cash in the Statement of Cash Flows . ASU 2016-18 requires an explanation in the cash flow statement of a change in the total of (1) total cash, (2) cash equivalents, and (3) restricted cash or restricted cash equivalents. The ASU is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We do not expect that the adoption of this ASU will have a material impact on our combined consolidated financial statements. Recently Adopted Accounting Pronouncements 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 on April 1, 2016. |
Disposed Assets
Disposed Assets | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposed Assets | Disposed Assets During the three months ended March 31, 2017 and 2016 , 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 . There were no assets that qualified as discontinued operations during the three months ended March 31, 2017 and 2016 . |
Transactions with Related Parti
Transactions with Related Parties | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 and 2016 . Three Months Ended March 31, 2017 2016 General and administrative expense allocation (a) $ — $ 2,748 (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 by InvenTrust. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Mortgages Payable Mortgage loans outstanding as of March 31, 2017 and December 31, 2016 were $349,713 and $381,981 , respectively, and had a weighted average interest rate of 8.52% and 8.27% per annum, respectively. Deferred financing costs, net, as of March 31, 2017 and December 31, 2016 were $1,637 and $1,741 , respectively. As of March 31, 2017 , 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, 2017 Weighted average interest rate 2017 $ 182,463 11.56 % 2018 — — % 2019 — — % 2020 — — % 2021 20,201 5.25 % Thereafter 147,049 5.20 % Total $ 349,713 8.52 % 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. As of March 31, 2017 and December 31, 2016 , no debt is recourse to the Company, although Highlands or its subsidiaries may act as guarantor under customary, non-recourse carveout clauses in our wholly owned property-owning subsidiaries' mortgage loans. Some of the mortgage loans require compliance with certain covenants, such as debt service ratios, investment restrictions and distribution limitations. As of March 31, 2017 and December 31, 2016 , other than otherwise disclosed in this Note 5, the Company is in compliance with such covenants in all material respects. The amount maturing in 2017 represents two mortgage loans related to our Dulles Executive Plaza and AT&T-Hoffman Estates assets, both of which entered into default during 2016. The loan on the Company's Dulles Executive Plaza asset matured on September 1, 2016. On August 23, 2016, we received notice from the special servicer that the loan went into maturity default. On April 10, 2017 , the Company conveyed its Dulles Executive Plaza asset to its lenders via a deed of assumption and the $68,750 non‐recourse debt was fully extinguished. The Company will recognize a gain upon debt extinguishment. The property is no longer owned by an affiliate of Highlands, and Highlands has no rights to lease, manage or otherwise administer the operations of this property going forward. Prior to the conveyance, the lender had triggered full cash management whereby neither the property owner nor the property manager collected any rents or other revenues, but only administered payment of operating expenses. 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. 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 was due and payable. On August 19, 2016, C-III Asset Management, LLC filed a foreclosure complaint in respect of AT&T-Hoffman Estates in the Circuit Court of Cook County, Illinois. On September 12, 2016, the Circuit Court entered an order appointing a receiver to manage the property during the pendency of the foreclosure proceedings. As of March 31, 2017 , AT&T-Hoffman Estates is unoccupied. The Company intends to satisfy its mortgage obligations for AT&T-Hoffman Estates of $113,810 by permitting the lender to foreclose on the property, which would result in a gain on the extinguishment of debt. On April 20, 2017 , the AT&T-Hoffman Estates asset was sold via sheriff's sale as part of the foreclosure process, the sale of which is subject to court confirmation. The mortgage debt on Sherman Plaza was paid off on February 1, 2017 . Prior to the payoff, all rental payments were being “swept” and held by the lender; however, the lender remitted excess cash to the Company for its general use after the debt service payment had been paid. On October 1, 2016 , the Company's AT&T-St. Louis property went into "cash trap." All income from the asset is being "swept" by the lender, used to pay debt service and other charges, and to the extent income exceeds such charges the Company receives a lender-approved reimbursement for operating expenses associated with the property. Additional funds, if any, are held by the lender as additional collateral for the loan. On March 15, 2017 , the Company received notice that the loan in respect of the AT&T-St. Louis asset had been transferred to special servicing. The Company is in discussions with the special servicer regarding the future of the asset and intends to satisfy its mortgage obligations by permitting the lender to foreclose on the property. Note Payable On May 1, 2014, a subsidiary of 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
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. 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, 2017 . March 31, 2017 Carrying Value Estimated Fair Value Mortgages payable $ 349,713 $ 174,023 The Company typically estimates the fair value of its debt instruments using a weighted average market effective interest rate of 4.43% per annum as of March 31, 2017 . 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 market effective interest rates used range from 4.10% to 4.89% as of March 31, 2017 . For certain debt, the Company estimates the fair value of debt instruments based on the fair value of the underlying collateral.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 | 3 Months Ended |
Mar. 31, 2017 | |
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. During the three months ended March 31, 2017 and 2016 , an income tax expense of $2 and $4 , respectively, was included on the condensed combined consolidated statements of operations. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2017 | |
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. Approximately 24.1% of the Company’s revenue from continuing operations for the three months ended March 31, 2017 was generated by the Company’s AT&T-St. Louis net lease asset. The term of the lease on the AT&T-St. Louis asset is scheduled to expire on September 30, 2017 and the Company does not expect the tenant to renew the lease. The following table summarizes net property operations income by segment for the three months ended March 31, 2017 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 14,763 $ 7,563 $ 4,120 $ 3,080 $ — Tenant recovery income 1,583 88 1,516 (64 ) 44 Other property income 489 8 394 82 4 Total income 16,835 7,659 6,030 3,098 48 Operating expenses 6,647 2,565 2,221 1,401 460 Net operating income (loss) $ 10,188 $ 5,094 $ 3,809 $ 1,697 $ (412 ) Non-allocated expenses (a) (9,701 ) Other income and expenses (b) (7,327 ) Net income from continuing operations $ (6,840 ) Balance Sheet Data Real estate assets, net (c) $ 429,095 $ 133,017 $ 151,857 $ 112,589 $ 31,633 Non-segmented assets (d) 50,744 Total assets 479,839 Capital expenditures $ 263 $ — $ (33 ) $ 294 $ 3 (a) Non-allocated expenses consists of general and administrative expenses and depreciation and amortization. (b) Other income and expenses consists of other income, interest income, interest expense, loss on sale of investment properties, 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, 2016 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 23,425 $ 14,621 $ 5,199 $ 3,605 $ — Tenant recovery income 2,951 849 1,843 260 — Other property income 221 134 70 11 6 Total income 26,597 15,604 7,112 3,876 6 Operating expenses 4,628 970 2,611 907 140 Net operating income (loss) $ 21,969 $ 14,634 $ 4,501 $ 2,969 $ (134 ) Non-allocated expenses (a) (11,110 ) Other income and expenses (b) (6,551 ) Net income $ 4,308 (a) Non-allocated expenses consists of general and administrative expenses and depreciation and amortization. (b) Other income and expenses consists of loss on sale of investment properties, other income, interest expense and income tax expense. |
Net (Loss) Income per Share
Net (Loss) Income per Share | 3 Months Ended |
Mar. 31, 2017 | |
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 2017 2016 Numerator: Net (loss) income $ (6,840 ) $ 4,308 Denominator: Weighted average shares outstanding - basic and diluted 865,591,047 862,014,421 Basic and diluted (loss) income per share: Net (loss) income per common share $ (0.01 ) $ 0.00 |
Share Based Compensation
Share Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
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. As of December 31, 2016 , pursuant to employment agreements with certain of its executive officers, the Company had granted 2,916,667 shares with an aggregate value of $1,050 based on an estimated fair value per share of $0.36 with a requisite service period ending no later than March 15, 2017 . During three months ended March 31, 2017 , the Company granted 4,857,143 fully vested shares with an aggregate value of $1,700 based on a estimated fair value per share of $0.35 in satisfaction of the aforementioned employment agreements and, under the guidance of Accounting Standards Codification 718, such stock awards were treated as a modification of the terms of the original awards for two of the Company's executive officers, resulting in an incremental increase in compensation expense of $650 and an incremental increase in the number of shares granted of 1,940,476 shares. In addition, during the three months ended March 31, 2017 , the Company granted 1,228,571 fully vested shares with an aggregate value of $430 based on an estimated fair value per share of $0.35 to certain of its executive officers and employees. 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 March 31, 2017 , 31,775,397 shares were available for future issuance under the Incentive Award Plan. A summary of the Company's stock awards activity for the three months ended March 31, 2017 , is as follows: Non-Vested stock awards Stock Awards (#) Weighted Average Grant Date Fair Value Balance at January 1, 2017 2,916,667 0.36 Granted 3,169,047 0.35 Vested (6,085,714 ) 0.35 Forfeited — — Balance at March 31, 2017 — $ — For the three months ended March 31, 2017 , the Company recognized stock-based compensation expense of $1,338 related to the Incentive Award Plan. No stock-based compensation expense was recognized for the three months ended March 31, 2016 . For the three months ended March 31, 2017 , the Company paid $994 related to tax withholding for share-based compensation. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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 failure by InvenTrust or MB REIT (Florida), Inc., a subsidiary of the Company, 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, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 10, 2017 , the Company conveyed its Dulles Executive Plaza asset to its lenders via a deed of assumption and the $68,750 non-recourse Commercial Mortgage-Backed Security ("CMBS") debt was fully extinguished. The Company will recognize a gain upon debt extinguishment. The property is no longer owned by an affiliate of Highlands, and Highlands has no rights to lease, manage or otherwise administer the operations of this property going forward. On April 20, 2017 , the AT&T-Hoffman Estates asset was sold via sheriff's sale as part of the foreclosure process, the sale of which is subject to court confirmation. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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. Actual results could differ from those estimates. Refer to the Company’s audited combined consolidated financial statements for the year ended December 31, 2016 included in the Company's Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 27, 2017 (the "Annual Report"), 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 was 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. |
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. |
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 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. The Company intends to adopt the new standard on its effective date. 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 Company intends to adopt the new standard on its effective date. The Company is currently evaluating the effect of ASU 2016-02 on its combined consolidated financial statements and believes substantially all of our leases will continue to be classified as operating leases under the new standard. Subsequent to our adoption of the new standard, common area maintenance provided in our real estate contracts will be accounted for as a non-lease component within the scope of the new revenue standard. As a result, we will be required to recognize revenues associated with our real estate leases separately from revenues associated with common area maintenance. We are continuing to evaluate whether the variable payment provisions of the new lease standard or the allocation and recognition provisions of the new revenue standard will affect the timing of recognition of for our lease and non-lease revenue. In addition, due to the new standard's narrowed definition of initial direct costs , we expect to expense as incurred significant lease origination costs currently capitalized as initial direct costs and amortized to expense over the lease term. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice. The cash flow issues include debt prepayment or debt extinguishment costs and proceeds from the settlement of insurance claims. The ASU is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We do not expect that the adoption of this ASU will have a material impact on our combined consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Classification and Presentation of Restricted Cash in the Statement of Cash Flows . ASU 2016-18 requires an explanation in the cash flow statement of a change in the total of (1) total cash, (2) cash equivalents, and (3) restricted cash or restricted cash equivalents. The ASU is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We do not expect that the adoption of this ASU will have a material impact on our combined consolidated financial statements. Recently Adopted Accounting Pronouncements 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 on April 1, 2016. |
Transactions with Related Par22
Transactions with Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 and 2016 . Three Months Ended March 31, 2017 2016 General and administrative expense allocation (a) $ — $ 2,748 (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 by InvenTrust. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Scheduled Maturities of Mortgage Indebtedness | As of March 31, 2017 , 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, 2017 Weighted average interest rate 2017 $ 182,463 11.56 % 2018 — — % 2019 — — % 2020 — — % 2021 20,201 5.25 % Thereafter 147,049 5.20 % Total $ 349,713 8.52 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 . March 31, 2017 Carrying Value Estimated Fair Value Mortgages payable $ 349,713 $ 174,023 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Net Property Operations | The following table summarizes net property operations income by segment for the three months ended March 31, 2017 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 14,763 $ 7,563 $ 4,120 $ 3,080 $ — Tenant recovery income 1,583 88 1,516 (64 ) 44 Other property income 489 8 394 82 4 Total income 16,835 7,659 6,030 3,098 48 Operating expenses 6,647 2,565 2,221 1,401 460 Net operating income (loss) $ 10,188 $ 5,094 $ 3,809 $ 1,697 $ (412 ) Non-allocated expenses (a) (9,701 ) Other income and expenses (b) (7,327 ) Net income from continuing operations $ (6,840 ) Balance Sheet Data Real estate assets, net (c) $ 429,095 $ 133,017 $ 151,857 $ 112,589 $ 31,633 Non-segmented assets (d) 50,744 Total assets 479,839 Capital expenditures $ 263 $ — $ (33 ) $ 294 $ 3 (a) Non-allocated expenses consists of general and administrative expenses and depreciation and amortization. (b) Other income and expenses consists of other income, interest income, interest expense, loss on sale of investment properties, 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, 2016 . Total Net Lease Retail Multi-Tenant Office Other Rental income $ 23,425 $ 14,621 $ 5,199 $ 3,605 $ — Tenant recovery income 2,951 849 1,843 260 — Other property income 221 134 70 11 6 Total income 26,597 15,604 7,112 3,876 6 Operating expenses 4,628 970 2,611 907 140 Net operating income (loss) $ 21,969 $ 14,634 $ 4,501 $ 2,969 $ (134 ) Non-allocated expenses (a) (11,110 ) Other income and expenses (b) (6,551 ) Net income $ 4,308 (a) Non-allocated expenses consists of general and administrative expenses and depreciation and amortization. (b) Other income and expenses consists of loss on sale of investment properties, other income, interest expense and income tax expense. |
Net (Loss) Income per Share (Ta
Net (Loss) Income per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 2017 2016 Numerator: Net (loss) income $ (6,840 ) $ 4,308 Denominator: Weighted average shares outstanding - basic and diluted 865,591,047 862,014,421 Basic and diluted (loss) income per share: Net (loss) income per common share $ (0.01 ) $ 0.00 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation [Abstract] | |
Summary of Stock Award Activity | A summary of the Company's stock awards activity for the three months ended March 31, 2017 , is as follows: Non-Vested stock awards Stock Awards (#) Weighted Average Grant Date Fair Value Balance at January 1, 2017 2,916,667 0.36 Granted 3,169,047 0.35 Vested (6,085,714 ) 0.35 Forfeited — — Balance at March 31, 2017 — $ — |
Organization (Details)
Organization (Details) $ / shares in Units, $ in Thousands | Apr. 28, 2016USD ($)$ / sharesshares | Mar. 31, 2017parcelproperty$ / shares | Dec. 31, 2016parcelproperty$ / 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 | ||
Number of assets (in property) | property | 17 | 17 | |
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 |
Disposed Assets (Details)
Disposed Assets (Details) - property | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 19, 2016 |
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) | 0 | 4 | 4 |
Transactions with Related Par30
Transactions with Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
InvenTrust | ||
Related Party Transaction [Line Items] | ||
General and administrative expense allocation | $ 0 | $ 2,748 |
Debt - Scheduled Maturities (De
Debt - Scheduled Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total | $ 348,076 | $ 380,240 |
Mortgages | ||
Debt Instrument [Line Items] | ||
2,016 | 182,463 | |
2,017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 20,201 | |
Thereafter | 147,049 | |
Total | $ 349,713 | $ 381,981 |
Weighted average interest rate | ||
2,016 | 11.56% | |
2,017 | 0.00% | |
2,018 | 0.00% | |
2,019 | 0.00% | |
2,020 | 5.25% | |
Thereafter | 5.20% | |
Total | 8.52% | 8.27% |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | May 01, 2014USD ($) | Mar. 31, 2017USD ($)loan | Dec. 31, 2016USD ($) | Mar. 25, 2016USD ($) |
Debt Instrument [Line Items] | ||||
Debt, net | $ 348,076 | $ 380,240 | ||
Notes and Loans Payable | 113,810 | |||
Mortgages | ||||
Debt Instrument [Line Items] | ||||
Debt, net | $ 349,713 | $ 381,981 | ||
Weighted average interest rate | 8.52% | 8.27% | ||
Deferred financing costs, net | $ 1,637 | $ 1,741 | ||
Mortgages | Maturing in 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of mortgages maturing (in loans) | loan | 2 | |||
Notes payable | InvenTrust | ||||
Debt Instrument [Line Items] | ||||
Debt, net | $ 15,062 | |||
Debt Instrument, Face Amount | $ 32,908 | |||
Interest rate | 8.50% | |||
Accrued interest | $ 89 | |||
Dulles Executive Plaza [Member] | Mortgages | ||||
Debt Instrument [Line Items] | ||||
Debt, net | $ 68,750 |
Fair Value Measurements - Not M
Fair Value Measurements - Not Measured at Fair Value (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Carrying Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Mortgages payable | $ 349,713 |
Estimated Fair Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Mortgages payable | $ 174,023 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Long-term debt | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Discount rate | 4.43% |
Minimum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Discount rate | 4.10% |
Maximum | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Discount rate | 4.89% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 2 | $ 4 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2017segment | |
Concentration Risk [Line Items] | |
Number of business segments (in segments) | 3 |
Revenue | Customer concentration risk | AT&T- St. Louis [Member] | |
Concentration Risk [Line Items] | |
Concentration risk of revenues | 24.00% |
Segment Reporting - Net Propert
Segment Reporting - Net Property Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Rental income | $ 14,763 | $ 23,425 | |
Tenant recovery income | 1,583 | 2,951 | |
Other property income | 489 | 221 | |
Total revenues | 16,835 | 26,597 | |
Operating expenses | 6,647 | 4,628 | |
Net operating income (loss) | 10,188 | 21,969 | |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (6,840) | ||
Net (loss) income | (6,840) | 4,308 | |
Balance Sheet Data | |||
Total assets | 479,839 | $ 512,554 | |
Capital expenditures | 263 | ||
Net (loss) income attributable to Company | (6,840) | 4,308 | |
Operating segments | Net Lease | |||
Segment Reporting Information [Line Items] | |||
Rental income | 7,563 | 14,621 | |
Tenant recovery income | 88 | 849 | |
Other property income | 8 | 134 | |
Total revenues | 7,659 | 15,604 | |
Operating expenses | 2,565 | 970 | |
Net operating income (loss) | 5,094 | 14,634 | |
Balance Sheet Data | |||
Total assets | 133,017 | ||
Capital expenditures | 0 | ||
Operating segments | Retail | |||
Segment Reporting Information [Line Items] | |||
Rental income | 4,120 | 5,199 | |
Tenant recovery income | 1,516 | 1,843 | |
Other property income | 394 | 70 | |
Total revenues | 6,030 | 7,112 | |
Operating expenses | 2,221 | 2,611 | |
Net operating income (loss) | 3,809 | 4,501 | |
Balance Sheet Data | |||
Total assets | 151,857 | ||
Capital expenditures | (33) | ||
Operating segments | Multi-Tenant Office | |||
Segment Reporting Information [Line Items] | |||
Rental income | 3,080 | 3,605 | |
Tenant recovery income | (64) | 260 | |
Other property income | 82 | 11 | |
Total revenues | 3,098 | 3,876 | |
Operating expenses | 1,401 | 907 | |
Net operating income (loss) | 1,697 | 2,969 | |
Balance Sheet Data | |||
Total assets | 112,589 | ||
Capital expenditures | 294 | ||
Operating segments | Other Segments [Member] | |||
Balance Sheet Data | |||
Capital expenditures | 3 | ||
Other | |||
Segment Reporting Information [Line Items] | |||
Rental income | 0 | 0 | |
Tenant recovery income | 44 | 0 | |
Other property income | 4 | 6 | |
Total revenues | 48 | 6 | |
Operating expenses | 460 | 140 | |
Net operating income (loss) | (412) | (134) | |
Balance Sheet Data | |||
Total assets | 31,633 | ||
Reconciling items | |||
Segment Reporting Information [Line Items] | |||
Non-allocated expenses | (9,701) | (11,110) | |
Other income and expenses | (7,327) | $ (6,551) | |
Balance Sheet Data | |||
Total assets | 50,744 | ||
Operating segments and corporate, non-segment | |||
Balance Sheet Data | |||
Total assets | $ 429,095 |
Net (Loss) Income per Share (De
Net (Loss) Income per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net (loss) income | $ (6,840) | $ 4,308 |
Net (loss) income attributable to Company | $ (6,840) | $ 4,308 |
Denominator: | ||
Weighted average shares outstanding - Basic and Diluted (in shares) | 865,591,047 | 862,014,421 |
Basic and diluted (loss) income per share: | ||
Net (loss) income per share (in dollars per share) | $ (0.01) | $ 0 |
Share Based Compensation (Detai
Share Based Compensation (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017USD ($)employee$ / sharesshares | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Apr. 28, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 1,228,571 | |||
Aggregate value | $ | $ 400,000 | |||
Estimated fair value per share (in dollars per share) | $ / shares | $ 0.35 | |||
Stock-based compensation expense | $ | $ 1,338,000 | $ 0 | ||
Tax withholding for share-based compensation paid | $ | $ 994,000 | $ 0 | ||
Stock Awards | ||||
Granted (in shares) | 1,228,571 | |||
Weighted Average Grant Date Fair Value | ||||
Granted (in dollars per share) | $ / shares | $ 0.35 | |||
Incentive awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 3,169,047 | |||
Estimated fair value per share (in dollars per share) | $ / shares | $ 0.35 | |||
Number of shares authorized (in shares) | 43,000,000 | |||
Shares available for future issuance (in shares) | 31,775,397 | |||
Stock Awards | ||||
Beginning balance (in shares) | 2,916,700 | |||
Granted (in shares) | 3,169,047 | |||
Vested (in shares) | (6,085,714) | |||
Forfeited (in shares) | 0 | |||
Ending balance (in shares) | 0 | 2,916,700 | ||
Weighted Average Grant Date Fair Value | ||||
Beginning Balance (in dollars per share) | $ / shares | $ 0 | |||
Granted (in dollars per share) | $ / shares | 0.35 | |||
Vested (in dollars per share) | $ / shares | 0.35 | |||
Forfeited (in dollars per share) | $ / shares | 0 | |||
Ending Balance (in dollars per share) | $ / shares | $ 0 | $ 0 | ||
Executive officers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 4,857,143 | 2,916,667 | ||
Aggregate value | $ | $ 1,700,000 | $ 1,100,000 | ||
Estimated fair value per share (in dollars per share) | $ / shares | $ 0.35 | $ 0.36 | ||
Stock Awards | ||||
Granted (in shares) | 4,857,143 | 2,916,667 | ||
Weighted Average Grant Date Fair Value | ||||
Granted (in dollars per share) | $ / shares | $ 0.35 | $ 0.36 | ||
Two executive officers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 1,940,476 | |||
Number of executive officers (in employees) | employee | 2 | |||
Compensation expense | $ | $ 650,000 | |||
Stock Awards | ||||
Granted (in shares) | 1,940,476 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Apr. 10, 2017 | Mar. 31, 2017 |
Subsequent Event [Line Items] | ||
Notes and Loans Payable | $ 113,810 | |
Mortgages | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Notes and Loans Payable | $ 68,750 |