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|
|
|
Maryland
|
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81-0862795
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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|
|
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332 S Michigan Avenue, Ninth Floor
Chicago, Illinois
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60604
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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|
Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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|
|
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Part I - Financial Information
|
|
Item 1.
|
Condensed Combined Consolidated Financial Statements (unaudited)
|
|
|
Condensed Combined Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015
|
|
|
Condensed Combined Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015
|
|
|
Condensed Combined Consolidated Statements of Equity for the three months ended March 31, 2016 and 2015
|
|
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Condensed Combined Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015
|
|
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Notes to Condensed Combined Consolidated Financial Statements
|
|
|
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
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Item 4.
|
Controls and Procedures
|
|
|
|
|
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Part II - Other Information
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
|
Signatures
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Investment properties
|
|
|
|
||||
Land
|
$
|
138,665
|
|
|
$
|
153,646
|
|
Building and other improvements
|
637,910
|
|
|
711,262
|
|
||
Total
|
776,575
|
|
|
864,908
|
|
||
Less accumulated depreciation
|
(170,987
|
)
|
|
(185,100
|
)
|
||
Net investment properties
|
605,588
|
|
|
679,808
|
|
||
Cash and cash equivalents
|
17,881
|
|
|
26,972
|
|
||
Restricted cash and escrows
|
5,682
|
|
|
3,647
|
|
||
Accounts and rents receivable (net of allowance of $126 and $104)
|
11,864
|
|
|
12,554
|
|
||
Intangible assets, net
|
10,423
|
|
|
12,547
|
|
||
Deferred costs and other assets
|
3,251
|
|
|
3,626
|
|
||
Total assets
|
$
|
654,689
|
|
|
$
|
739,154
|
|
Liabilities
|
|
|
|
||||
Debt, net
|
$
|
432,223
|
|
|
$
|
437,032
|
|
Accounts payable and accrued expenses
|
26,153
|
|
|
28,298
|
|
||
Intangible liabilities, net
|
4,543
|
|
|
5,074
|
|
||
Other liabilities
|
2,213
|
|
|
1,897
|
|
||
Total liabilities
|
$
|
465,132
|
|
|
$
|
472,301
|
|
Commitments and contingencies
|
|
|
|
||||
Stockholder’s Equity
|
|
|
|
||||
Common stock, $0.01 par value
|
—
|
|
|
—
|
|
||
Capital
|
1,452,414
|
|
|
1,534,018
|
|
||
Accumulated distributions in excess of net income (loss)
|
(1,262,857
|
)
|
|
(1,267,165
|
)
|
||
Total stockholders’ equity
|
189,557
|
|
|
266,853
|
|
||
Total liabilities and equity
|
$
|
654,689
|
|
|
$
|
739,154
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues
|
|
|
|
||||
Rental income
|
$
|
23,425
|
|
|
$
|
24,407
|
|
Tenant recovery income
|
2,951
|
|
|
4,403
|
|
||
Other property income
|
221
|
|
|
157
|
|
||
Total revenues
|
$
|
26,597
|
|
|
$
|
28,967
|
|
Expenses
|
|
|
|
||||
Property operating expenses
|
2,203
|
|
|
3,238
|
|
||
Real estate taxes
|
2,425
|
|
|
2,908
|
|
||
Depreciation and amortization
|
8,233
|
|
|
9,257
|
|
||
General and administrative expenses
|
2,877
|
|
|
3,123
|
|
||
Total expenses
|
$
|
15,738
|
|
|
$
|
18,526
|
|
Operating income
|
$
|
10,859
|
|
|
$
|
10,441
|
|
Other (loss) income
|
(2
|
)
|
|
10
|
|
||
Interest expense
|
(6,545
|
)
|
|
(7,017
|
)
|
||
Income before income taxes
|
$
|
4,312
|
|
|
$
|
3,434
|
|
Income tax expense
|
(4
|
)
|
|
(7
|
)
|
||
Net income
|
$
|
4,308
|
|
|
$
|
3,427
|
|
Less: Net income attributable to non-controlling interests
|
—
|
|
|
(8
|
)
|
||
Net income attributable to Company
|
$
|
4,308
|
|
|
$
|
3,419
|
|
|
Capital
|
|
Accumulated
Distributions in Excess of Net Income (Loss) |
|
Non-
Controlling Interests |
|
Total
|
||||||||
Balance at January 1, 2016
|
$
|
1,534,018
|
|
|
$
|
(1,267,165
|
)
|
|
$
|
—
|
|
|
$
|
266,853
|
|
Net income
|
—
|
|
|
4,308
|
|
|
—
|
|
|
4,308
|
|
||||
Distributions to InvenTrust
|
(86,365
|
)
|
|
—
|
|
|
—
|
|
|
(86,365
|
)
|
||||
Contributions from InvenTrust
|
4,761
|
|
|
—
|
|
|
—
|
|
|
4,761
|
|
||||
Balance at March 31, 2016
|
$
|
1,452,414
|
|
|
$
|
(1,262,857
|
)
|
|
$
|
—
|
|
|
$
|
189,557
|
|
|
|
|
|
|
|
|
|
||||||||
|
Capital
|
|
Accumulated
Distributions in Excess of Net Income (Loss) |
|
Non-
Controlling Interests |
|
Total
|
||||||||
Balance at January 1, 2015
|
$
|
1,593,858
|
|
|
$
|
(1,276,875
|
)
|
|
$
|
125
|
|
|
$
|
317,108
|
|
Net income
|
—
|
|
|
3,419
|
|
|
8
|
|
|
3,427
|
|
||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||
Distributions to InvenTrust
|
(79,985
|
)
|
|
—
|
|
|
—
|
|
|
(79,985
|
)
|
||||
Contributions from InvenTrust
|
51,013
|
|
|
—
|
|
|
—
|
|
|
51,013
|
|
||||
Balance at March 31, 2015
|
$
|
1,564,886
|
|
|
$
|
(1,273,456
|
)
|
|
$
|
125
|
|
|
$
|
291,555
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
4,308
|
|
|
$
|
3,427
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
8,241
|
|
|
9,262
|
|
||
Amortization of above and below market leases, net
|
(121
|
)
|
|
(92
|
)
|
||
Amortization of debt discounts and financing costs
|
54
|
|
|
57
|
|
||
Straight-line rental income
|
858
|
|
|
674
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts and rents receivable
|
(525
|
)
|
|
(1,283
|
)
|
||
Deferred costs and other assets
|
(1,581
|
)
|
|
302
|
|
||
Accounts payable and accrued expenses
|
(344
|
)
|
|
(986
|
)
|
||
Other liabilities
|
721
|
|
|
29
|
|
||
Net cash flows provided by operating activities
|
$
|
11,611
|
|
|
$
|
11,390
|
|
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures and tenant improvements
|
(31
|
)
|
|
(445
|
)
|
||
Payment of leasing fees
|
(44
|
)
|
|
(223
|
)
|
||
Restricted escrows and other assets
|
(807
|
)
|
|
258
|
|
||
Net cash flows used in investing activities
|
$
|
(882
|
)
|
|
$
|
(410
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Distributions to InvenTrust
|
(19,718
|
)
|
|
(25,419
|
)
|
||
Contributions from InvenTrust
|
20,195
|
|
|
25,327
|
|
||
Payoff of note payable
|
(15,062
|
)
|
|
—
|
|
||
Principal payments of mortgage debt
|
(5,235
|
)
|
|
(5,169
|
)
|
||
Distributions paid to non-controlling interests
|
—
|
|
|
(8
|
)
|
||
Net cash flows used in financing activities
|
$
|
(19,820
|
)
|
|
$
|
(5,269
|
)
|
Net (decrease) increase in cash and cash equivalents
|
(9,091
|
)
|
|
5,711
|
|
||
Cash and cash equivalents, at beginning of period
|
26,972
|
|
|
10,291
|
|
||
Cash and cash equivalents, at end of period
|
$
|
17,881
|
|
|
$
|
16,002
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
7,125
|
|
|
$
|
6,126
|
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
||||
Allocation from InvenTrust unsecured credit facility
|
$
|
15,434
|
|
|
$
|
(25,686
|
)
|
Distribution of assets and liabilities of four and three assets, respectively, to InvenTrust, net
|
$
|
66,647
|
|
|
$
|
54,566
|
|
|
For the three months ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
General and administrative expense allocation (a)
|
$
|
2,748
|
|
|
$
|
2,920
|
|
(a)
|
General and administrative expense includes allocations of costs from certain corporate and shared functions provided to the Company by InvenTrust. InvenTrust allocated to the Company a portion of corporate overhead costs incurred by InvenTrust which is based upon the Company’s percentage share of the average invested assets of InvenTrust. As InvenTrust is managing various asset portfolios, the extent of services and benefits a portfolio receives is based on the size of its assets. The Company believes that using average invested assets to allocate costs is a reasonable reflection of the services and other benefits received by the Company and complies with applicable accounting guidance. However, actual costs may have differed from allocated costs if the Company had operated as a standalone entity during such period and those differences may have been material.
|
For the year ended December 31,
|
As of March 31, 2016
|
|
Weighted average
interest rate
|
|||
2016
|
$
|
88,980
|
|
|
5.88
|
%
|
2017
|
30,275
|
|
|
5.57
|
%
|
|
2018
|
—
|
|
|
—
|
%
|
|
2019
|
—
|
|
|
—
|
%
|
|
2020
|
—
|
|
|
—
|
%
|
|
Thereafter
|
281,503
|
|
|
6.20
|
%
|
|
Total
|
$
|
400,758
|
|
|
6.08
|
%
|
•
|
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.
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Mortgages payable
|
$
|
400,758
|
|
|
$
|
406,068
|
|
|
$
|
405,994
|
|
|
$
|
410,888
|
|
Unsecured credit facility
|
33,348
|
|
|
33,348
|
|
|
17,914
|
|
|
17,914
|
|
||||
Note payable
|
—
|
|
|
—
|
|
|
15,062
|
|
|
15,062
|
|
|
Total
|
|
Net Lease
|
|
Retail
|
|
Multi-Tenant
Office
|
|
Other
|
||||||||||
Rental income
|
$
|
23,425
|
|
|
$
|
15,562
|
|
|
$
|
5,199
|
|
|
$
|
2,664
|
|
|
$
|
—
|
|
Tenant recovery income
|
2,951
|
|
|
854
|
|
|
1,843
|
|
|
254
|
|
|
—
|
|
|||||
Other property income
|
221
|
|
|
134
|
|
|
70
|
|
|
11
|
|
|
6
|
|
|||||
Total income
|
26,597
|
|
|
16,550
|
|
|
7,112
|
|
|
2,929
|
|
|
6
|
|
|||||
Operating expenses
|
4,628
|
|
|
1,058
|
|
|
2,611
|
|
|
819
|
|
|
140
|
|
|||||
Net operating income (loss)
|
$
|
21,969
|
|
|
$
|
15,492
|
|
|
$
|
4,501
|
|
|
$
|
2,110
|
|
|
$
|
(134
|
)
|
Non-allocated expenses (a)
|
(11,110
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Other income and expenses (b)
|
(6,551
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to Company
|
$
|
4,308
|
|
|
|
|
|
|
|
|
|
||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate assets, net (c)
|
$
|
616,012
|
|
|
$
|
322,486
|
|
|
$
|
158,507
|
|
|
$
|
103,115
|
|
|
$
|
31,904
|
|
Non-segmented assets (d)
|
38,677
|
|
|
|
|
|
|
|
|
|
|||||||||
Total assets
|
654,689
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Non-allocated expenses consists of general and administrative expenses and depreciation and amortization.
|
(b)
|
Other income and expenses consists of other loss, interest expense, and income tax expense.
|
(c)
|
Real estate assets include intangible assets, net of amortization.
|
(d)
|
Non-segmented assets include cash and cash equivalents, restricted cash and escrows, accounts and rents receivable and deferred costs and other assets.
|
|
Total
|
|
Net Lease
|
|
Retail
|
|
Multi-Tenant
Office
|
|
Other
|
||||||||||
Rental income
|
$
|
24,407
|
|
|
$
|
15,679
|
|
|
$
|
6,460
|
|
|
$
|
2,268
|
|
|
$
|
—
|
|
Tenant recovery income
|
4,403
|
|
|
1,033
|
|
|
3,174
|
|
|
196
|
|
|
—
|
|
|||||
Other property income
|
157
|
|
|
124
|
|
|
14
|
|
|
12
|
|
|
7
|
|
|||||
Total income
|
28,967
|
|
|
16,836
|
|
|
9,648
|
|
|
2,476
|
|
|
7
|
|
|||||
Operating expenses
|
6,146
|
|
|
1,431
|
|
|
3,751
|
|
|
895
|
|
|
69
|
|
|||||
Net operating income (loss)
|
$
|
22,821
|
|
|
$
|
15,405
|
|
|
$
|
5,897
|
|
|
$
|
1,581
|
|
|
$
|
(62
|
)
|
Non-allocated expenses (a)
|
(12,380
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Other income and expenses (b)
|
(7,014
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
$
|
3,427
|
|
|
|
|
|
|
|
|
|
||||||||
Less: net income attributable to non-controlling interests
|
(8
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to Company
|
$
|
3,419
|
|
|
|
|
|
|
|
|
|
(a)
|
Non-allocated expenses consists of general and administrative expenses and depreciation and amortization.
|
(b)
|
Other income and expenses consists of other income, interest expense and income tax expense.
|
|
As of March 31,
|
||||||
|
2016
|
|
2015
|
||||
Economic occupancy
(a)
|
95.2
|
%
|
|
94.5
|
%
|
||
Rent per square foot
(b)
|
$
|
14.16
|
|
|
$
|
13.89
|
|
(a)
|
Economic occupancy is defined as the percentage of total gross leasable area for which a tenant is obligated to pay rent under the terms of its lease agreement, regardless of the actual use or occupation by the tenant of the area being leased. Actual use may be less than economic square footage.
|
(b)
|
Rent per square foot is computed as annualized rent divided by the total occupied square footage at the end of the period. Annualized rent is computed as revenue for the last month of the period multiplied by twelve months. Annualized rent includes the effect of rent abatements, lease inducements and straight-line rent GAAP adjustments.
|
|
(in thousands)
|
||||||||||
|
For the Three months ended March 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Increase
|
||||||
Net income
|
$
|
4,308
|
|
|
$
|
3,427
|
|
|
$
|
881
|
|
Net income attributable to Company
|
4,308
|
|
|
3,419
|
|
|
889
|
|
|
(in thousands)
|
|||||||||||||
|
For the Three months ended March 31,
|
|
Increase
|
|
|
|||||||||
|
2016
|
|
2015
|
|
(Decrease)
|
|
Variance
|
|||||||
Income:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
23,425
|
|
|
$
|
24,407
|
|
|
$
|
(982
|
)
|
|
(4.0
|
)%
|
Tenant recovery income
|
2,951
|
|
|
4,403
|
|
|
(1,452
|
)
|
|
(33.0
|
)%
|
|||
Other property income
|
221
|
|
|
157
|
|
|
64
|
|
|
40.8
|
%
|
|||
Operating Expenses:
|
|
|
|
|
|
|
|
|
||||||
Property operating expenses
|
2,203
|
|
|
3,238
|
|
|
(1,035
|
)
|
|
(32.0
|
)%
|
|||
Real estate taxes
|
2,425
|
|
|
2,908
|
|
|
(483
|
)
|
|
(16.6
|
)%
|
|||
Depreciation and amortization
|
8,233
|
|
|
9,257
|
|
|
(1,024
|
)
|
|
(11.1
|
)%
|
|||
General and administrative expenses
|
2,877
|
|
|
3,123
|
|
|
(246
|
)
|
|
(7.9
|
)%
|
|
(in thousands)
|
||||||||||
|
For the Three months ended March 31,
|
|
|
|
|
||||||
|
2016
|
|
2015
|
|
Decrease
|
|
Variance
|
||||
Non-operating income and expenses:
|
|
|
|
|
|
|
|
||||
Other (loss) income
|
(2
|
)
|
|
10
|
|
|
(12
|
)
|
|
(120.0
|
)%
|
Interest expense
|
(6,545
|
)
|
|
(7,017
|
)
|
|
(472
|
)
|
|
6.7
|
%
|
Lease Expiration Year
|
Number of
Expiring Leases
|
|
Gross Leasable Area (GLA) of
Expiring Leases
(Sq. Ft.)
|
|
Annualized
Rent of
Expiring Leases
(in thousands)
|
|
Percent of Total
GLA
|
|
Percent of Total
Annualized
Rent
|
|
Expiring
Rent/Square
Foot
|
||||||||
2016
|
17
|
|
|
2,361,291
|
|
|
$
|
33,800
|
|
|
37.3
|
%
|
|
37.3
|
%
|
|
$
|
14.31
|
|
2017
|
11
|
|
|
1,532,993
|
|
|
17,261
|
|
|
24.2
|
%
|
|
19.0
|
%
|
|
11.26
|
|
||
2018
|
15
|
|
|
188,837
|
|
|
3,927
|
|
|
3.0
|
%
|
|
4.3
|
%
|
|
20.80
|
|
||
2019
|
19
|
|
|
436,574
|
|
|
6,694
|
|
|
6.9
|
%
|
|
7.4
|
%
|
|
15.33
|
|
||
2020
|
36
|
|
|
534,005
|
|
|
13,506
|
|
|
8.4
|
%
|
|
14.9
|
%
|
|
25.29
|
|
||
2021
|
15
|
|
|
388,144
|
|
|
7,603
|
|
|
6.1
|
%
|
|
8.4
|
%
|
|
19.59
|
|
||
2022
|
7
|
|
|
170,698
|
|
|
2,457
|
|
|
2.7
|
%
|
|
2.7
|
%
|
|
14.39
|
|
||
2023
|
3
|
|
|
41,140
|
|
|
923
|
|
|
0.6
|
%
|
|
1.0
|
%
|
|
22.44
|
|
||
2024
|
2
|
|
|
63,200
|
|
|
434
|
|
|
1.0
|
%
|
|
0.5
|
%
|
|
6.87
|
|
||
2025
|
8
|
|
|
41,830
|
|
|
554
|
|
|
0.7
|
%
|
|
0.6
|
%
|
|
13.24
|
|
||
Month to Month
|
4
|
|
|
12,000
|
|
|
162
|
|
|
0.2
|
%
|
|
0.2
|
%
|
|
13.50
|
|
||
Thereafter
|
11
|
|
|
563,882
|
|
|
3,360
|
|
|
8.9
|
%
|
|
3.7
|
%
|
|
5.96
|
|
||
|
148
|
|
|
6,334,594
|
|
|
$
|
90,681
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
14.32
|
|
|
# of Leases
|
|
Gross Leasable
Area
|
|
Rent
per square foot
|
|
Weighted
Average
Lease Term
|
|||||
Renewals
|
10
|
|
|
165,045
|
|
|
$
|
17.87
|
|
|
2.65
|
|
|
As of March 31,
|
|
Variance
from 2015 to |
|||||||
|
2016
|
|
2015
|
|
2016
|
|||||
Economic occupancy
(a)
|
95.2
|
%
|
|
94.5
|
%
|
|
0.7
|
%
|
||
Rent per square foot
(b)
|
$
|
14.16
|
|
|
$
|
13.89
|
|
|
1.9
|
%
|
(a)
|
Economic occupancy is defined as the percentage of total gross leasable area for which a tenant is obligated to pay rent under the terms of its lease agreement, regardless of the actual use or occupation by the tenant of the area being leased. Actual use may be less than economic square footage.
|
(b)
|
Rent per square foot is computed as annualized rent divided by the total occupied square footage at the end of the period. Annualized rent is computed as revenue for the last month of the period multiplied by twelve months. Annualized rent includes the effect of rent abatements, lease inducements and straight-line rent GAAP adjustments.
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
March 31, 2016
|
|
March 31, 2015
|
|
Favorable
(Unfav.)
Variance
|
|
Favorable
(Unfav.)
Variance
|
|||||||
No. of same store assets
|
18
|
|
|
18
|
|
|
|
|
|
|||||
Operating revenues
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
23,106
|
|
|
$
|
22,405
|
|
|
$
|
701
|
|
|
3.1
|
%
|
Tenant recovery income
|
2,664
|
|
|
3,386
|
|
|
(722
|
)
|
|
(21.3
|
)%
|
|||
Other property income
|
180
|
|
|
142
|
|
|
38
|
|
|
26.8
|
%
|
|||
Total income
|
25,950
|
|
|
25,933
|
|
|
17
|
|
|
0.1
|
%
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|||||||
Property operating expenses
|
2,039
|
|
|
2,570
|
|
|
531
|
|
|
20.7
|
%
|
|||
Real estate taxes
|
1,979
|
|
|
1,989
|
|
|
10
|
|
|
0.5
|
%
|
|||
Total operating expenses
|
4,018
|
|
|
4,559
|
|
|
541
|
|
|
11.9
|
%
|
|||
Modified same store NOI
(1)
|
21,932
|
|
|
21,374
|
|
|
558
|
|
|
2.6
|
%
|
|||
Modified non same store NOI
(1)
|
781
|
|
|
2,031
|
|
|
(1,250
|
)
|
|
(61.5
|
)%
|
|||
Modified net operating income
(1)
|
$
|
22,713
|
|
|
$
|
23,405
|
|
|
$
|
(692
|
)
|
|
(3.0
|
)%
|
Adjustments
(2)
|
|
|
|
|
|
|
—
|
|
||||||
Adjustment to rental income
|
(744
|
)
|
|
(587
|
)
|
|
(157
|
)
|
|
26.7
|
%
|
|||
Termination fee income
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
(100.0
|
)%
|
|||
Total adjustments
|
(744
|
)
|
|
(584
|
)
|
|
(160
|
)
|
|
27.4
|
%
|
|||
Net operating income
|
$
|
21,969
|
|
|
$
|
22,821
|
|
|
$
|
(852
|
)
|
|
(3.7
|
)%
|
(1)
|
Modified net operating income reflects the income from operations excluding adjustments, such as lease termination income, and GAAP rent adjustments in order to provide a comparable presentation of operating activity across periods.
|
(2)
|
Includes adjustments for items that affect the comparability of, and were excluded from, the same store results. Such adjustments include lease termination income and GAAP rent adjustments, (such as straight-line rent and above/below market lease amortization).
|
•
|
to pay the operating expenses of our assets;
|
•
|
to pay our general and administrative expenses;
|
•
|
to make distributions to our stockholders;
|
•
|
to service or pay-down our debt; and
|
•
|
to fund capital expenditures and leasing related costs.
|
•
|
cash flows from our investment assets;
|
•
|
proceeds from sales of assets;
|
•
|
proceeds from debt; and
|
Fixed rate mortgage debt maturing during the year
ended December 31,
|
As of March 31, 2016
|
|
Weighted average
interest rate, fixed
|
|||
2016
|
$
|
88,980
|
|
|
5.88
|
%
|
2017
|
30,275
|
|
|
5.57
|
%
|
|
2018
|
—
|
|
|
—
|
%
|
|
2019
|
—
|
|
|
—
|
%
|
|
2020
|
—
|
|
|
—
|
%
|
|
Thereafter
|
281,503
|
|
|
6.20
|
%
|
|
Total
|
$
|
400,758
|
|
|
6.08
|
%
|
|
(in thousands)
|
||||||
|
For the Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash provided by operating activities
|
$
|
11,611
|
|
|
$
|
11,390
|
|
Cash used in investing activities
|
(882
|
)
|
|
(410
|
)
|
||
Cash used in financing activities
|
(19,820
|
)
|
|
(5,269
|
)
|
||
(Decrease) increase in cash and cash equivalents
|
(9,091
|
)
|
|
5,711
|
|
||
Cash and cash equivalents, at beginning of period
|
26,972
|
|
|
10,291
|
|
||
Cash and cash equivalents, at end of period
|
$
|
17,881
|
|
|
$
|
16,002
|
|
|
As of
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
Balance Sheet Data:
|
|
|
|
||||
Total assets
|
$
|
654,689
|
|
|
$
|
739,154
|
|
Debt, net
|
432,223
|
|
|
437,032
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Operating Data:
|
|
|
|
||||
Total revenues
|
$
|
26,597
|
|
|
$
|
28,967
|
|
Net income
|
$
|
4,308
|
|
|
$
|
3,427
|
|
Net income attributable to Company
|
$
|
4,308
|
|
|
$
|
3,419
|
|
Supplemental Measures:
|
|
|
|
||||
Funds from operations (a)
|
$
|
12,549
|
|
|
$
|
12,681
|
|
Modified net operating income (b)
|
$
|
22,713
|
|
|
$
|
23,405
|
|
Cash Flow Data:
|
|
|
|
||||
Net cash flows provided by operating activities
|
$
|
11,611
|
|
|
$
|
11,390
|
|
Net cash flows used in investing activities
|
$
|
(882
|
)
|
|
$
|
(410
|
)
|
Net cash flows used in financing activities
|
$
|
(19,820
|
)
|
|
$
|
(5,269
|
)
|
(a)
|
The National Association of Real Estate Investment Trusts ("NAREIT"), an industry trader group, has promulgated a standard known as FFO, or Funds from Operations. As defined by NAREIT, FFO is net income (loss) in accordance with GAAP excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable property. We have adopted the NAREIT definition in our calculation of FFO as management considers FFO a widely accepted and appropriate measure of performance for REITs.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
4,308
|
|
|
$
|
3,427
|
|
Less: Net income attributable to non-controlling interests
|
—
|
|
|
(8
|
)
|
||
Net income attributable to Company
|
$
|
4,308
|
|
|
$
|
3,419
|
|
Depreciation and amortization related to investment properties
|
8,241
|
|
|
9,262
|
|
||
Funds from operations
|
$
|
12,549
|
|
|
$
|
12,681
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Amortization of mark to market debt discounts and financing costs
|
$
|
54
|
|
|
$
|
57
|
|
(b)
|
Management of the Company uses modified net operating income, or Modified NOI as a key indicator of operating performance for internal monitoring and planning purposes, including the preparation of its annual operating budget and monthly operating reviews, as well as to facilitate analysis of future business decisions. Modified NOI reflects the income from operations excluding adjustments for lease termination income and GAAP rent adjustments. Management believes these adjustments provide a comparable presentation of operating activities across periods. Thus, the Company believes that presentation of this non-GAAP financial measure is helpful to investors’ understanding of the Company’s operating and investment decisions. In addition, the Company believes that Modified NOI allows management, investors and analysts to evaluate the Company’s operating results and performance trends on a year-to-year basis because it is an indicator of the return on property investment, before corporate-level allocations and other expenses.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Modified net operating income
|
$
|
22,713
|
|
|
$
|
23,405
|
|
Adjustments
(1)
|
(744
|
)
|
|
(584
|
)
|
||
Net operating income
|
21,969
|
|
|
22,821
|
|
||
Non-allocated expenses
(2)
|
(11,110
|
)
|
|
(12,380
|
)
|
||
Other income and expenses
(3)
|
(6,551
|
)
|
|
(7,014
|
)
|
||
Net income
|
4,308
|
|
|
3,427
|
|
||
Less: Net income attributable to non-controlling interests
|
—
|
|
|
(8
|
)
|
||
Net income attributable to Company
|
$
|
4,308
|
|
|
$
|
3,419
|
|
(1)
|
Includes adjustments for items that affect the comparability of, and were excluded from, the same store results. Such adjustments include lease termination income and GAAP rent adjustments (such as straight-line rent and above/below market lease amortization).
|
(2)
|
Non-allocated expenses consist of general and administrative expenses and depreciation and amortization.
|
(3)
|
Other income and expenses consist of other (loss) income, interest expense and income tax expense.
|
Date:
|
May 10, 2016
|
By:
|
/s/ Richard Vance
|
|
|
|
|
|
|
|
Richard Vance
|
|
|
|
President, Chief Executive Officer and Secretary (Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
May 10, 2016
|
By:
|
/s/ Joseph Giannini
|
|
|
|
|
|
|
|
Joseph Giannini
|
|
|
|
Senior Vice President, Principal Accounting Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
2.1
|
|
Separation and Distribution Agreement between InvenTrust Properties, Corp. and Highlands REIT, Inc., dated as of April 16, 2016 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 14, 2016)
|
3.1
|
|
Articles of Amendment and Restatement of Highlands REIT, Inc. (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on April 27, 2016)
|
3.2
|
|
Amended and Restated Bylaws of Highlands REIT, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 28, 2016)
|
10.1
|
|
Transition Services Agreement by and between InvenTrust Properties Corp. and Highlands REIT, Inc., dated as of April 28, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 28, 2016)
|
10.2
|
|
Employee Matters Agreement by and between InvenTrust Properties Corp. and Highlands REIT, Inc., dated as of April 28, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 28, 2016)
|
10.3*
|
|
Executive Employment Agreement between Highlands REIT, Inc. and Richard Vance, dated as of April 14, 2016
|
10.4
|
|
Highlands REIT, Inc. 2016 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on April 27, 2016)
|
10.5*
|
|
First Amendment to Highlands REIT, Inc. 2016 Incentive Award Plan
|
10.6
|
|
Form of Indemnification Agreement entered into between Highlands REIT, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form 10, filed with the Securities and Exchange Commission on March 18, 2016)
|
10.7
|
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Highlands REIT, Inc. Director Compensation Program (incorporated by reference to Exhibit 10.9 of Amendment No. 1 to the Company’s Registration Statement on Form 10, filed with the Securities and Exchange Commission on April 8, 2016)
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10.8*
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Form of Highlands REIT, Inc. 2016 Incentive Award Plan Stock Payment Award Grant Notice
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31.1*
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Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2*
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Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2*
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Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Link Document
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*
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Filed as part of this Quarterly Report on Form 10-Q.
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Termination of Employment (All Dates Inclusive)
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CIC Severance Multiple
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Between the Effective Date and June 30, 2018
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Three (3)
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Between July 1, 2018 and December 31, 2018
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Two and one-half (2.5)
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Between January 1, 2019 and June 30, 2019
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Two (2)
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On or after July 1, 2019
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One and one-half (1.5)
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Highlands REIT, Inc.
By: InvenTrust Properties Corp., as the sole stockholder of Highlands REIT, Inc.
/s/ Scott W. Wilton
By: Scott W. Wilton
Its: Executive Vice President, General
Counsel and Secretary
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Executive
/s/ Richard Vance
Richard Vance |
1.
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The second and third sentences of Section 9.2 of the Plan are hereby amended and restated in their entirety as follows:
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2.
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This First Amendment shall be and is hereby incorporated in and forms a part of the Plan.
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3.
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Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.
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Participant:
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Grant Date:
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Total Number of Shares of Common Stock:
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Highlands REIT, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(c)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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May 10, 2016
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/s/ Richard Vance
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Name: Richard Vance
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Title: President, Chief Executive Officer and Secretary (Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Highlands REIT, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(c)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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May 10, 2016
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/s/ Joseph Giannini
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Name: Joseph Giannini
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Title: Senior Vice President, Principal Accounting Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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May 10, 2016
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/s/ Richard Vance
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Name: Richard Vance
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Title: President, Chief Executive Officer and Secretary (Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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May 10, 2016
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/s/ Joseph Giannini
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Name: Joseph Giannini
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Title: Senior Vice President, Principal Accounting Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
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