Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |
Entity registrant name | Phillips Edison & Company, Inc. |
Entity central index key | 1,476,204 |
Entity filer category | Non-accelerated Filer |
Document type | S4 |
Amendment flag | false |
Document period end date | Jun. 30, 2018 |
Consolidated Balance Sheets (FY
Consolidated Balance Sheets (FY) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Investment in real estate: | ||
Land and improvements | $ 1,121,590 | $ 796,192 |
Building and improvements | 2,263,381 | 1,532,888 |
Acquired in-place lease assets | 313,432 | 212,916 |
Acquired above-market lease assets | 53,524 | 42,009 |
Total investment in real estate assets | 3,751,927 | 2,584,005 |
Accumulated depreciation and amortization | (462,025) | (334,348) |
Total investment in real estate assets, net | 3,289,902 | 2,249,657 |
Cash and cash equivalents | 5,716 | 8,224 |
Restricted cash | 21,729 | 41,722 |
Accounts receivable - affiliates | 6,102 | 0 |
Corporate intangible assets, net | 55,100 | 0 |
Goodwill | 29,085 | 0 |
Other assets, net | 118,448 | 80,585 |
Total assets | 3,526,082 | 2,380,188 |
Liabilities | ||
Debt obligations, net | 1,806,998 | 1,056,156 |
Acquired below-market lease intangibles, net | 90,624 | 43,032 |
Accounts payable - affiliates | 1,359 | 4,571 |
Accounts payable and other liabilities | 148,419 | 51,642 |
Total liabilities | 2,047,400 | 1,155,401 |
Commitments and contingencies (Note 10) | ||
Equity: | ||
Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at December 31, 2017 and 2016 | 0 | 0 |
Common stock, $0.01 par value per share, 1,000,000 shares authorized, 185,233 and 185,062 shares issued and outstanding at December 31, 2017 and 2016, respectively | 1,852 | 1,851 |
Additional paid-in capital | 1,629,130 | 1,627,098 |
Accumulated other comprehensive income | 16,496 | 10,587 |
Accumulated deficit | (601,238) | (438,155) |
Total stockholders' equity | 1,046,240 | 1,201,381 |
Noncontrolling interests | 432,442 | 23,406 |
Total equity | 1,478,682 | 1,224,787 |
Total liabilities and equity | $ 3,526,082 | $ 2,380,188 |
Consolidated Balance Sheets (F3
Consolidated Balance Sheets (FY) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares outstanding | 183,304,000 | 185,233,000 | 185,062,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss) Income (FY) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Rental income | $ 228,201 | $ 193,561 | $ 182,064 |
Tenant recovery income | 73,700 | 63,131 | 58,675 |
Other property income | 1,486 | 1,038 | 1,360 |
Fees and management income | 8,156 | 0 | 0 |
Total revenues | 311,543 | 257,730 | 242,099 |
Expenses: | |||
Property operating | 53,824 | 41,890 | 38,399 |
Real estate taxes | 43,456 | 36,627 | 35,285 |
General and administrative | 36,348 | 31,804 | 15,829 |
Vesting of Class B units | 24,037 | 0 | 0 |
Termination of affiliate arrangements | 5,454 | 0 | 0 |
Acquisition expenses | 530 | 5,803 | 5,404 |
Depreciation and amortization | 130,671 | 106,095 | 101,479 |
Total expenses | 294,320 | 222,219 | 196,396 |
Other: | |||
Interest expense, net | (45,661) | (32,458) | (32,390) |
Transaction expenses | (15,713) | 0 | 0 |
Other income, net | 2,433 | 5,990 | 248 |
Net (loss) income | (41,718) | 9,043 | 13,561 |
Net loss (income) attributable to noncontrolling interests | 3,327 | (111) | (201) |
Net loss attributable to stockholders | $ (38,391) | $ 8,932 | $ 13,360 |
Earnings per common share: | |||
Net (loss) income per share attributable to stockholders - basic and diluted | $ (0.21) | $ 0.05 | $ 0.07 |
Weighted-average common shares outstanding: | |||
Basic | 183,784 | 183,876 | 183,678 |
Diluted | 196,497 | 186,665 | 186,394 |
Comprehensive (loss) income: | |||
Net (loss) income | $ (41,718) | $ 9,043 | $ 13,561 |
Other comprehensive (loss) income: | |||
Change in unrealized gain on interest rate swaps | 4,580 | 10,565 | 22 |
Comprehensive (loss) income | (37,138) | 19,608 | 13,583 |
Comprehensive loss (income) attributable to noncontrolling interests | 3,327 | (111) | (201) |
Comprehensive (loss) income attributable to stockholders | $ (33,811) | $ 19,497 | $ 13,382 |
Consolidated Statements of Equi
Consolidated Statements of Equity (FY) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders' Equity | Noncontrolling Interest |
Balance, shares at Dec. 31, 2014 | 182,131 | ||||||
Balance, value at Dec. 31, 2014 | $ 1,378,262 | $ 1,820 | $ 1,567,653 | $ 0 | $ (213,975) | $ 1,355,498 | $ 22,764 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases, shares | (7,386) | ||||||
Share repurchases, value | (72,800) | $ (73) | (72,727) | (72,800) | |||
Change in redeemable common stock | 29,878 | 29,878 | 29,878 | ||||
Dividend reinvestment plan (DRIP), shares | 6,563 | ||||||
Dividend reinvestment plan (DRIP), value | 63,803 | $ 66 | 63,737 | 63,803 | |||
Change in unrealized gain on interest rate swaps | 22 | 22 | 22 | ||||
Common distributions declared | (123,146) | (123,146) | (123,146) | ||||
Issuance of partnership units for asset management services | 4,047 | 4,047 | |||||
Distributions to noncontrolling interests | (1,835) | (1,835) | |||||
Net income (loss) | 13,561 | 13,360 | 13,360 | 201 | |||
Balance, shares at Dec. 31, 2015 | 181,308 | ||||||
Balance, value at Dec. 31, 2015 | 1,291,792 | $ 1,813 | 1,588,541 | 22 | (323,761) | 1,266,615 | 25,177 |
Balance, as adjusted, value at Dec. 31, 2016 | 1,224,787 | $ 1,851 | 1,627,098 | 11,916 | (439,484) | 1,201,381 | 23,406 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases, shares | (2,019) | ||||||
Share repurchases, value | (20,301) | $ (20) | (20,281) | (20,301) | |||
Dividend reinvestment plan (DRIP), shares | 5,773 | ||||||
Dividend reinvestment plan (DRIP), value | 58,872 | $ 58 | 58,814 | 58,872 | |||
Change in unrealized gain on interest rate swaps | 10,565 | 10,565 | 10,565 | ||||
Common distributions declared | (123,326) | (123,326) | (123,326) | ||||
Distributions to noncontrolling interests | (1,882) | (1,882) | |||||
Share-based compensation, value | 24 | 24 | 24 | ||||
Net income (loss) | 9,043 | 8,932 | 8,932 | 111 | |||
Balance, shares at Dec. 31, 2016 | 185,062 | ||||||
Balance, value at Dec. 31, 2016 | 1,224,787 | $ 1,851 | 1,627,098 | 10,587 | (438,155) | 1,201,381 | 23,406 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adoption of new accounting pronouncement (see Note 8) | 1,329 | (1,329) | 0 | ||||
Dividend reinvestment plan (DRIP), shares | 2,240 | ||||||
Dividend reinvestment plan (DRIP), value | 22,850 | $ 22 | 22,828 | 22,850 | |||
Change in unrealized gain on interest rate swaps | (800) | (800) | (800) | ||||
Common distributions declared | (60,956) | (60,956) | (60,956) | ||||
Distributions to noncontrolling interests | (933) | (933) | |||||
Share-based compensation, shares | 3 | ||||||
Share-based compensation, value | 27 | 27 | 27 | ||||
Net income (loss) | (87) | (87) | (87) | 0 | |||
Balance, shares at Jun. 30, 2017 | 183,059 | ||||||
Balance, value at Jun. 30, 2017 | 1,141,581 | $ 1,831 | 1,606,688 | 11,116 | (500,527) | 1,119,108 | 22,473 |
Balance, shares at Dec. 31, 2016 | 185,062 | ||||||
Balance, value at Dec. 31, 2016 | 1,224,787 | $ 1,851 | 1,627,098 | 10,587 | (438,155) | 1,201,381 | 23,406 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases, shares | (4,617) | ||||||
Share repurchases, value | (47,157) | $ (46) | (47,111) | (47,157) | |||
Dividend reinvestment plan (DRIP), shares | 4,785 | ||||||
Dividend reinvestment plan (DRIP), value | 49,126 | $ 47 | 49,079 | 49,126 | |||
Change in unrealized gain on interest rate swaps | 4,580 | 4,580 | 4,580 | ||||
Common distributions declared | (123,363) | (123,363) | (123,363) | ||||
Issuance of partnership units for asset management services | 27,647 | 27,647 | |||||
Distributions to noncontrolling interests | (9,125) | (9,125) | |||||
Reclassification of affiliate distributions | (3,610) | (3,610) | |||||
Share-based compensation, shares | 3 | ||||||
Share-based compensation, value | 64 | 64 | 64 | ||||
Redemption of noncontrolling interest | (4,179) | (4,179) | |||||
Issuance of partnership units in the PELP transaction | 401,630 | 401,630 | |||||
Net income (loss) | (41,718) | (38,391) | (38,391) | (3,327) | |||
Balance, shares at Dec. 31, 2017 | 185,233 | ||||||
Balance, value at Dec. 31, 2017 | 1,478,682 | $ 1,852 | 1,629,130 | 16,496 | (601,238) | 1,046,240 | 432,442 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividend reinvestment plan (DRIP), shares | 2,262 | ||||||
Dividend reinvestment plan (DRIP), value | 24,899 | $ 23 | 24,876 | 24,899 | |||
Change in unrealized gain on interest rate swaps | 18,343 | 14,797 | 14,797 | 3,546 | |||
Common distributions declared | (62,484) | (62,484) | (62,484) | ||||
Distributions to noncontrolling interests | (14,097) | (14,097) | |||||
Share-based compensation, shares | 5 | ||||||
Share-based compensation, value | 2,019 | 719 | 719 | 1,300 | |||
Net income (loss) | (15,913) | (12,951) | (12,951) | (2,962) | |||
Balance, shares at Jun. 30, 2018 | 183,304 | ||||||
Balance, value at Jun. 30, 2018 | $ 1,385,272 | $ 1,833 | $ 1,608,590 | $ 31,293 | $ (676,673) | $ 965,043 | $ 420,229 |
Consolidated Statements of Equ6
Consolidated Statements of Equity (FY) (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||||
Common distributions declared, per share | $ 0.34 | $ 0.34 | $ 0.67 | $ 0.67 | $ 0.67 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (FY) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (41,718) | $ 9,043 | $ 13,561 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 126,043 | 103,282 | 98,367 |
Net amortization of above- and below-market leases | (1,984) | (1,208) | (821) |
Amortization of deferred financing expense | 5,162 | 4,936 | 5,084 |
Vesting of Class B units | 24,037 | 0 | 0 |
Amortization of corporate intangible assets | 2,900 | 0 | 0 |
Gain on sale of properties and disposal of real estate assets | (2,502) | (4,356) | (190) |
Net (gain) loss on write-off of unamortized capitalized leasing commissions, market debt adjustments, and deferred financing expense | (237) | 317 | 2,260 |
Straight-line rent | (3,729) | (3,512) | (4,571) |
Other | (137) | (1,485) | (118) |
Changes in operating assets and liabilities: | |||
Accounts receivable - affiliates | 3,592 | 0 | 0 |
Other assets | (7,992) | (9,916) | (13,473) |
Accounts payable - affiliates | (4,350) | (865) | 4,145 |
Accounts payable and other liabilities | 9,776 | 6,840 | 1,829 |
Net cash provided by operating activities | 108,861 | 103,076 | 106,073 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Real estate acquisitions | (159,698) | (201,111) | (91,142) |
Acquisition of PELP, net of cash acquired | (456,704) | 0 | 0 |
Capital expenditures | (42,146) | (26,117) | (21,870) |
Proceeds from sale of real estate | 36,912 | 0 | 2,268 |
Change in restricted cash | 887 | 1,011 | (30) |
Net cash used in investing activities | (620,749) | (226,217) | (110,774) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net change in credit facility | (115,400) | 35,969 | (150,700) |
Proceeds from mortgages and loans payable | 855,000 | 255,000 | 400,000 |
Payments on mortgages and loans payable | (83,387) | (110,875) | (77,324) |
Payments of deferred financing expenses | (14,892) | (3,115) | (6,711) |
Payments of Ordinary Dividends, Common Stock | (74,198) | (64,269) | (59,387) |
Distributions to noncontrolling interests | (7,025) | (1,724) | (1,677) |
Repurchases of common stock | (46,539) | (20,301) | (74,469) |
Redemption of noncontrolling interest | (4,179) | 0 | 0 |
Net cash (used in) provided by financing activities | 509,380 | 90,685 | 29,732 |
Net (decrease) increase in cash and cash equivalents | (2,508) | (32,456) | 25,031 |
CASH AND CASH EQUIVALENTS: | |||
Beginning of period | 8,224 | 40,680 | 15,649 |
End of period | 5,716 | 8,224 | 40,680 |
SUPPLEMENTAL CASH FLOW DISCLOSURE, INCLUDING NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Cash paid for interest | 39,487 | 29,709 | 27,583 |
Fair value of assumed debt from real estate acquisitions | 30,831 | 33,326 | 34,341 |
Fair value of assumed debt from the PELP transaction | 504,740 | 0 | 0 |
Accrued capital expenditures | 2,496 | 3,256 | 2,340 |
Change in offering costs payable to sponsor(s) | 0 | 0 | (75) |
Change in distributions payable | 39 | 185 | (44) |
Change in distributions payable - noncontrolling interests | 2,100 | 158 | 158 |
Change in accrued share repurchase obligation | 618 | 0 | (1,669) |
Distributions reinvested | 49,126 | 58,872 | 63,803 |
Proceeds from restricted cash due to sale of real estate | (35,900) | 35,900 | 0 |
Utilization of proceeds from restricted cash due to sale of real estate | 6,339 | 0 | 0 |
Net restricted cash activity | $ (29,561) | $ 35,900 | $ 0 |
Consolidated Balance Sheets (Q2
Consolidated Balance Sheets (Q2) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Investment in real estate: | ||
Land and improvements | $ 1,118,536 | $ 1,121,590 |
Building and improvements | 2,265,554 | 2,263,381 |
Acquired in-place lease assets | 311,829 | 313,432 |
Acquired above-market lease assets | 53,432 | 53,524 |
Total investment in real estate assets | 3,749,351 | 3,751,927 |
Accumulated depreciation and amortization | (544,034) | (462,025) |
Total investment in real estate assets, net | 3,205,317 | 3,289,902 |
Cash and cash equivalents | 8,310 | 5,716 |
Restricted cash | 16,728 | 21,729 |
Accounts receivable - affiliates | 5,596 | 6,102 |
Corporate intangible assets, net | 49,300 | 55,100 |
Goodwill | 29,066 | 29,085 |
Other assets, net | 137,806 | 118,448 |
Total assets | 3,452,123 | 3,526,082 |
Liabilities: | ||
Debt obligations, net | 1,838,472 | 1,806,998 |
Acquired below-market lease liabilities, net of accumulated amortization of $32,327 and $27,388, respectively | 84,974 | 90,624 |
Accounts payable - affiliates | 948 | 1,359 |
Accounts payable and other liabilities | 142,457 | 148,419 |
Total liabilities | 2,066,851 | 2,047,400 |
Commitments and contingencies (Note 9) | 0 | |
Equity: | ||
Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 0 | 0 |
Common stock, $0.01 par value per share, 1,000,000 shares authorized, 183,304 and 185,233 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 1,833 | 1,852 |
Additional paid-in capital | 1,608,590 | 1,629,130 |
Accumulated other comprehensive income ("AOCI") | 31,293 | 16,496 |
Accumulated deficit | (676,673) | (601,238) |
Total stockholders' equity | 965,043 | 1,046,240 |
Noncontrolling interests | 420,229 | 432,442 |
Total equity | 1,385,272 | 1,478,682 |
Total liabilities and equity | $ 3,452,123 | $ 3,526,082 |
Consolidated Balance Sheets (Q9
Consolidated Balance Sheets (Q2) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued and outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued and outstanding | 183,304,000 | 185,233,000 | 185,062,000 |
Consolidated Statements of Op10
Consolidated Statements of Operations and Comprehensive Income (Q2) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||||
Rental income | $ 72,853 | $ 53,167 | $ 144,302 | $ 104,260 |
Tenant recovery income | 21,557 | 16,454 | 43,994 | 33,390 |
Fees and management income | 9,137 | 0 | 17,849 | 0 |
Other property income | 626 | 230 | 1,227 | 504 |
Total revenues | 104,173 | 69,851 | 207,372 | 138,154 |
Expenses: | ||||
Property operating | 16,901 | 10,297 | 35,016 | 21,729 |
Real estate taxes | 13,326 | 10,155 | 26,473 | 20,413 |
General and administrative | 13,450 | 9,209 | 23,911 | 16,990 |
Depreciation and amortization | 46,385 | 28,207 | 92,812 | 55,831 |
Impairment of real estate assets | 10,939 | 0 | 10,939 | 0 |
Total expenses | 101,001 | 57,868 | 189,151 | 114,963 |
Other: | ||||
Interest expense, net | (17,051) | (9,501) | (33,830) | (17,891) |
Transaction expenses | 0 | (4,383) | 0 | (6,023) |
Other (expense) income, net | (197) | 680 | (304) | 636 |
Net (loss) income | (14,076) | (1,221) | (15,913) | (87) |
Net loss attributable to noncontrolling interests | 2,725 | 28 | 2,962 | 0 |
Net loss attributable to stockholders | $ (11,351) | $ (1,193) | $ (12,951) | $ (87) |
Earnings per common share: | ||||
Net income (loss) per share - basic and diluted | $ (0.06) | $ (0.01) | $ (0.07) | $ 0 |
Weighted-average common shares outstanding: | ||||
Basic | 184,450 | 183,126 | 185,171 | 183,178 |
Diluted | 228,903 | 185,911 | 229,624 | 185,963 |
Comprehensive (loss) income: | ||||
Net (loss) income | $ (14,076) | $ (1,221) | $ (15,913) | $ (87) |
Other comprehensive (loss) income: | ||||
Change in unrealized gain (loss) on interest rate swaps | 4,855 | (2,616) | 18,343 | (800) |
Comprehensive (loss) income | (9,221) | (3,837) | 2,430 | (887) |
Net loss attributable to noncontrolling interests | 2,725 | 28 | 2,962 | 0 |
Other comprehensive loss (income) attributable to noncontrolling interests | 1,782 | 0 | (584) | 0 |
Comprehensive (loss) income attributable to stockholders | $ (4,714) | $ (3,809) | $ 4,808 | $ (887) |
Consolidated Statements of Eq11
Consolidated Statements of Equity (Q2) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | AOCI | Accumulated Deficit | Total Stockholders' Equity | Noncontrolling Interest |
Balance, shares at Dec. 31, 2014 | 182,131 | ||||||
Balance, value at Dec. 31, 2014 | $ 1,378,262 | $ 1,820 | $ 1,567,653 | $ 0 | $ (213,975) | $ 1,355,498 | $ 22,764 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividend reinvestment plan (DRIP), shares | 6,563 | ||||||
Dividend reinvestment plan (DRIP), value | 63,803 | $ 66 | 63,737 | 63,803 | |||
Change in unrealized gain on interest rate swaps | 22 | 22 | 22 | ||||
Common distributions declared | (123,146) | (123,146) | (123,146) | ||||
Distributions to noncontrolling interests | (1,835) | (1,835) | |||||
Net loss | 13,561 | 13,360 | 13,360 | 201 | |||
Balance, shares at Dec. 31, 2015 | 181,308 | ||||||
Balance, value at Dec. 31, 2015 | 1,291,792 | $ 1,813 | 1,588,541 | 22 | (323,761) | 1,266,615 | 25,177 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividend reinvestment plan (DRIP), shares | 5,773 | ||||||
Dividend reinvestment plan (DRIP), value | 58,872 | $ 58 | 58,814 | 58,872 | |||
Change in unrealized gain on interest rate swaps | 10,565 | 10,565 | 10,565 | ||||
Common distributions declared | (123,326) | (123,326) | (123,326) | ||||
Distributions to noncontrolling interests | (1,882) | (1,882) | |||||
Share-based compensation, value | 24 | 24 | 24 | ||||
Net loss | 9,043 | 8,932 | 8,932 | 111 | |||
Balance, shares at Dec. 31, 2016 | 185,062 | ||||||
Balance, value at Dec. 31, 2016 | 1,224,787 | $ 1,851 | 1,627,098 | 10,587 | (438,155) | 1,201,381 | 23,406 |
Balance, value at Dec. 31, 2016 | 1,224,787 | $ 1,851 | 1,627,098 | 11,916 | (439,484) | 1,201,381 | 23,406 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases, shares | (4,246) | ||||||
Share repurchases, value | (43,307) | $ (42) | (43,265) | (43,307) | |||
Dividend reinvestment plan (DRIP), shares | 2,240 | ||||||
Dividend reinvestment plan (DRIP), value | 22,850 | $ 22 | 22,828 | 22,850 | |||
Change in unrealized gain on interest rate swaps | (800) | (800) | (800) | ||||
Common distributions declared | (60,956) | (60,956) | (60,956) | ||||
Distributions to noncontrolling interests | (933) | (933) | |||||
Share-based compensation, shares | 3 | ||||||
Share-based compensation, value | 27 | 27 | 27 | ||||
Net loss | (87) | (87) | (87) | 0 | |||
Balance, shares at Jun. 30, 2017 | 183,059 | ||||||
Balance, value at Jun. 30, 2017 | 1,141,581 | $ 1,831 | 1,606,688 | 11,116 | (500,527) | 1,119,108 | 22,473 |
Balance, shares at Dec. 31, 2016 | 185,062 | ||||||
Balance, value at Dec. 31, 2016 | 1,224,787 | $ 1,851 | 1,627,098 | 11,916 | (439,484) | 1,201,381 | 23,406 |
Balance, value at Dec. 31, 2016 | 1,224,787 | $ 1,851 | 1,627,098 | 10,587 | (438,155) | 1,201,381 | 23,406 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividend reinvestment plan (DRIP), shares | 4,785 | ||||||
Dividend reinvestment plan (DRIP), value | 49,126 | $ 47 | 49,079 | 49,126 | |||
Change in unrealized gain on interest rate swaps | 4,580 | 4,580 | 4,580 | ||||
Common distributions declared | (123,363) | (123,363) | (123,363) | ||||
Distributions to noncontrolling interests | (9,125) | (9,125) | |||||
Share-based compensation, shares | 3 | ||||||
Share-based compensation, value | 64 | 64 | 64 | ||||
Net loss | (41,718) | (38,391) | (38,391) | (3,327) | |||
Balance, shares at Dec. 31, 2017 | 185,233 | ||||||
Balance, value at Dec. 31, 2017 | $ 1,478,682 | $ 1,852 | 1,629,130 | 16,496 | (601,238) | 1,046,240 | 432,442 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases, shares | (4,200) | (4,196) | |||||
Share repurchases, value | $ (46,152) | $ (42) | (46,110) | (46,152) | |||
Dividend reinvestment plan (DRIP), shares | 2,262 | ||||||
Dividend reinvestment plan (DRIP), value | 24,899 | $ 23 | 24,876 | 24,899 | |||
Change in unrealized gain on interest rate swaps | 18,343 | 14,797 | 14,797 | 3,546 | |||
Common distributions declared | (62,484) | (62,484) | (62,484) | ||||
Distributions to noncontrolling interests | (14,097) | (14,097) | |||||
Share-based compensation, shares | 5 | ||||||
Share-based compensation, value | 2,019 | 719 | 719 | 1,300 | |||
Other | (25) | (25) | (25) | ||||
Net loss | (15,913) | (12,951) | (12,951) | (2,962) | |||
Balance, shares at Jun. 30, 2018 | 183,304 | ||||||
Balance, value at Jun. 30, 2018 | $ 1,385,272 | $ 1,833 | $ 1,608,590 | $ 31,293 | $ (676,673) | $ 965,043 | $ 420,229 |
Consolidated Statements of Eq12
Consolidated Statements of Equity (Q2) (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||||
Common distributions declared, per share | $ 0.34 | $ 0.34 | $ 0.67 | $ 0.67 | $ 0.67 |
Consolidated Statements of Ca13
Consolidated Statements of Cash Flows (Q2) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (15,913) | $ (87) | $ (41,718) | $ 9,043 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 84,216 | 55,051 | 126,043 | 103,282 |
Impairment of real estate assets | 10,939 | 0 | 0 | 0 |
Depreciation and amortization of corporate assets | 7,672 | 0 | 2,900 | 0 |
Amortization of deferred financing expense | 2,401 | 2,389 | 5,162 | 4,936 |
Net amortization of above- and below-market leases | (1,990) | (686) | (1,984) | (1,208) |
Gain on disposal of real estate assets | (877) | 0 | (1,800) | (4,700) |
Net loss (gain) on write-off of unamortized capitalized leasing commissions, market debt adjustments, and deferred financing expense | 153 | (411) | (237) | 317 |
Change in fair value of contingent liability | 1,500 | 0 | ||
Straight-line rent | (2,471) | (1,943) | (3,729) | (3,512) |
Share-based compensation | 1,994 | 0 | ||
Other | 76 | (673) | (137) | (1,485) |
Changes in operating assets and liabilities: | ||||
Accounts receivable - affiliates | 506 | 0 | 3,592 | 0 |
Other assets | (1,208) | (8,327) | (7,992) | (9,916) |
Accounts payable - affiliates | (411) | 584 | (4,350) | (865) |
Accounts payable and other liabilities | (8,775) | 3,060 | 9,776 | 6,840 |
Net cash provided by operating activities | 77,812 | 48,957 | 108,861 | 103,076 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Real estate acquisitions | (9,222) | (75,824) | (159,698) | (201,111) |
Capital expenditures | (17,346) | (11,483) | ||
Proceeds from sale of real estate | 13,300 | 1,137 | 36,912 | 0 |
Net cash used in investing activities | (13,268) | (86,170) | (620,749) | (226,217) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Net change in credit facility | (15,000) | 120,000 | (115,400) | 35,969 |
Proceeds from mortgages and loans payable | 65,000 | 0 | 855,000 | 255,000 |
Payments on mortgages and loans payable | (20,542) | (38,934) | (83,387) | (110,875) |
Payments of deferred financing expenses | 0 | (324) | ||
Distributions paid, net of DRIP | (37,819) | (38,520) | (74,198) | (64,269) |
Distributions to noncontrolling interests | (14,096) | (782) | (7,025) | (1,724) |
Repurchases of common stock | (44,494) | (43,307) | (46,539) | (20,301) |
Net cash (used in) provided by financing activities | (66,951) | (1,867) | 509,380 | 90,685 |
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (2,407) | (39,080) | ||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: | ||||
Cash, cash equivalents, and restricted cash at beginning of period | 27,445 | 49,946 | 49,946 | |
Cash, cash equivalents, and restricted cash at end of period | 25,038 | 10,866 | 27,445 | 49,946 |
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS | ||||
Cash and cash equivalents | 8,310 | 5,367 | 5,716 | 8,224 |
Restricted cash | 16,728 | 5,499 | 21,729 | |
Cash, cash equivalents, and restricted cash at end of period | 25,038 | 10,866 | 27,445 | 49,946 |
SUPPLEMENTAL CASH FLOW DISCLOSURE, INCLUDING NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Cash paid for interest | 32,422 | 16,846 | 39,487 | 29,709 |
Fair value of assumed debt | 0 | 30,832 | 30,831 | 33,326 |
Cash paid for income taxes | 282 | 0 | ||
Capital leases | 739 | 0 | ||
Accrued capital expenditures | 2,428 | 3,055 | 2,496 | 3,256 |
Change in distributions payable | (235) | (414) | 39 | 185 |
Change in distributions payable - noncontrolling interests | 2 | 151 | 2,100 | 158 |
Change in accrued share repurchase obligation | 1,658 | 0 | 618 | 0 |
Distributions reinvested | $ 24,899 | $ 22,850 | $ 49,126 | $ 58,872 |
Organization (FY)
Organization (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization | 1. ORGANIZATION Phillips Edison & Company, Inc. (“we,” the “Company,” “our,” or “us”) was formed as a Maryland corporation in October 2009. Substantially all of our business is conducted through Phillips Edison Grocery Center Operating Partnership I, L.P., (the “Operating Partnership”), a Delaware limited partnership formed in December 2009. We are a limited partner of the Operating Partnership, and our wholly owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, is the sole general partner of the Operating Partnership. We invest primarily in well-occupied, grocery-anchored, neighborhood and community shopping centers that have a mix of creditworthy national and regional retailers that sell necessity-based goods and services in strong demographic markets throughout the United States. In addition to managing our own shopping centers, our third-party investment management business provides comprehensive real estate and asset management services to certain non-traded, publicly registered real estate investment trusts (“REITs”) and private funds (“Managed Funds”). The Managed Funds include Phillips Edison Grocery Center REIT II, Inc. (“REIT II”), Phillips Edison Grocery Center REIT III, Inc. (“REIT III”), Phillips Edison Limited Partnership (“PELP”), and Necessity Retail Partners (“NRP”). As of June 30, 2018 , we owned fee simple interests in 235 real estate properties. In July 2018 we entered into an Agreement and Plan of Merger ("Merger Agreement") pursuant to which, subject to the satisfaction or waiver of certain conditions, we will merge with REIT II, and we will continue as the surviving corporation (“Merger”). To complete the proposed Merger, we will issue 2.04 shares of our common stock in exchange for each issued and outstanding share of REIT II common stock, subject to closing adjustments. For a more detailed discussion, see Note 3 . | 1. ORGANIZATION Phillips Edison & Company, Inc. (“we,” the “Company,” “our,” or “us”), formerly known as Phillips Edison Grocery Center REIT I, Inc., was formed as a Maryland corporation in October 2009. Substantially all of our business is conducted through Phillips Edison Grocery Center Operating Partnership I, L.P., (the “Operating Partnership”), a Delaware limited partnership formed in December 2009. We are a limited partner of the Operating Partnership, and our wholly owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, is the sole general partner of the Operating Partnership. We invest primarily in well-occupied, grocery-anchored, neighborhood and community shopping centers that have a mix of creditworthy national and regional retailers that sell necessity-based goods and services in strong demographic markets throughout the United States. In addition to managing our own shopping centers, our third-party investment management business provides comprehensive real estate and asset management services to certain non-traded, publicly registered REITS and private funds (“Managed Funds”). Our advisor was Phillips Edison NTR LLC (“PE-NTR”), which was directly or indirectly owned by Phillips Edison Limited Partnership (“Phillips Edison sponsor” or “PELP”). Under the terms of the advisory agreement between PE-NTR and us, PE-NTR was responsible for the management of our day-to-day activities and the implementation of our investment strategy. On October 4, 2017 , we completed a transaction to acquire certain real estate assets, the third-party investment management business, and the captive insurance company of PELP in a stock and cash transaction (“PELP transaction”). Upon completion of the PELP transaction, our relationship with PE-NTR was acquired. For a more detailed discussion, see Notes 3 and 15 . As of December 31, 2017, we owned fee simple interests in 236 real estate properties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by management. For example, significant estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, and other fair value measurement assessments required for the preparation of the consolidated financial statements. As a result, these estimates are subject to a degree of uncertainty. Other than those noted below, there have been no changes to our significant accounting policies during the six months ended June 30, 2018 . For a full summary of our accounting policies, refer to our 2017 Annual Report on Form 10-K filed with the SEC on March 30, 2018. Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of these financial statements should refer to the audited consolidated financial statements of Phillips Edison & Company, Inc. for the year ended December 31, 2017 , which are included in our 2017 Annual Report on Form 10-K. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in these financial statements. Our results of operations for the three and six months ended June 30, 2018 , are not necessarily indicative of the operating results expected for the full year. The accompanying consolidated financial statements include our accounts and those of our majority-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. Income Taxes —Our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a Taxable REIT Subsidiary (“TRS”) and is subject to U.S. federal, state, and local income taxes at regular corporate tax rates. As of June 30, 2018 and December 31, 2017 , a full valuation allowance was recorded for the entire amount of the net deferred tax asset. During the three and six months ended June 30, 2018 , there was no tax expense recorded due to the full valuation allowance and our having a net operating loss. We are continuing to evaluate the impact of the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”) on the organization as a whole, but we do not expect there to be a material impact on our consolidated financial statements. Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a nonfinancial asset. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting The amendments in this update expand the scope of Topic 718: Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from non-employees, except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). This update is effective for public business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for public entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted after December 15, 2018. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-02, Leases (Topic 842); ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Leases (Topic 842): Targeted Improvements These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. We expect to adopt the practical expedients available for implementation under the standard. By adopting these practical expedients, we will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether the costs previously capitalized as initial direct costs would continue to be amortized. This allows us to continue to account for our leases where we are the lessee as operating leases, however, any new or renewed leases may be classified as financing leases. We currently have fewer than 50 leases of this type. We also expect to recognize right of use assets and lease liability on our consolidated balance sheets related to certain leases where we are the lessee. In July 2018, the FASB issued an ASU related to ASC 842. The update allows lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. We expect to utilize this practical expedient. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. Reclassifications —The following line items on our consolidated statement of operations and comprehensive income for the three and six months ended June 30, 2017 , were reclassified: • Unrealized Gain (Loss) on Derivatives and Reclassification of Derivative Loss to Interest Expense were combined to Change in Unrealized Gain on Interest Rate Swaps. • Acquisition Expenses were combined to General and Administrative. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements include our accounts and the accounts of the Operating Partnership and its wholly-owned subsidiaries (over which we exercise financial and operating control). The financial statements of the Operating Partnership are prepared using accounting policies consistent with our accounting policies. All intercompany balances and transactions are eliminated upon consolidation. Use of Estimates —The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to the useful lives of assets; recoverable amounts of receivables; initial valuations of tangible and intangible assets and liabilities, including goodwill, and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions; the valuation and nature of derivatives and their effectiveness as hedges; valuations of contingent consideration; and other fair value measurement assessments required for the preparation of the consolidated financial statements. Actual results could differ from those estimates. Partially-Owned Entities —If we determine that we are an owner in a variable-interest entity (“VIE”), and we hold a controlling financial interest, then we will consolidate the entity as the primary beneficiary. For a partially-owned entity determined not to be a VIE, we analyze rights held by each partner to determine which would be the consolidating party. We will generally consolidate entities (in the absence of other factors when determining control) when we have over a 50% ownership interest in the entity. We will assess our interests in VIEs on an ongoing basis to determine whether or not we are the primary beneficiary. However, we will also evaluate who controls the entity even in circumstances in which we have greater than a 50% ownership interest. If we do not control the entity due to the lack of decision-making abilities, we will not consolidate the entity. We have determined that the Operating Partnership is considered a VIE. We are the primary beneficiary of the VIE and our partnership interest is considered a majority voting interest. As such, we have consolidated the Operating Partnership and its wholly-owned subsidiaries. Additionally, a Section 1031 like-kind exchange (“1031 exchange”) entails selling one property and reinvesting the proceeds in one or more properties that are similar in nature, character, or class within 180 days. A reverse 1031 exchange occurs when one or more properties is purchased prior to selling one property to be matched in the like-kind exchange, during which time legal title to the purchased property is held by an intermediary. Because we retain essentially all of the legal and economic benefits and obligations related to the acquisition, we consider the purchased property to be a VIE and therefore we will consolidate the entity as the primary beneficiary. As of December 31, 2017, we had one active 1031 exchange (see Note 4 ). As of December 31, 2016, we had one active reverse 1031 exchange. Noncontrolling Interests —Noncontrolling interests represent the portion of equity that we do not own in the entities we consolidate. We classify noncontrolling interests within permanent equity on our consolidated balance sheets. The amounts of consolidated net earnings attributable to us and to the noncontrolling interests are presented separately on our consolidated statements of operations. For additional information regarding noncontrolling interests, refer to Note 11 . Cash and Cash Equivalents —We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market funds. The cash and cash equivalent balances at one or more of our financial institutions exceeds the Federal Depository Insurance Corporation (“FDIC”) coverage. Restricted Cash —Restricted cash primarily consists of cash restricted for the purpose of facilitating a 1031 exchange, escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums, and other amounts required to be escrowed pursuant to loan agreements. Investment in Property and Lease Intangibles —In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . This update amended existing guidance in order to clarify when an integrated set of assets and activities is considered a business. We adopted ASU 2017-01 on January 1, 2017, and applied it prospectively. Under this new guidance, most of our real estate acquisition activity is no longer considered a business combination and is instead classified as an asset acquisition. As a result, most acquisition-related costs that would have been recorded on our consolidated statements of operations prior to adoption are now capitalized and will be amortized over the life of the related assets, and there is no recognition of goodwill. Costs incurred related to properties that were not ultimately acquired were recorded as Acquisition Expenses on our consolidated statements of operations. None of our real estate acquisitions in 2017 outside of the PELP transaction met the definition of a business; therefore, we accounted for all as asset acquisitions. Real estate assets are stated at cost less accumulated depreciation. The majority of acquisition-related costs are capitalized and allocated to the various classes of assets acquired. These costs are then amortized over the estimated useful lives associated with the assets acquired. Depreciation is computed using the straight-line method. The estimated useful lives for computing depreciation are generally not to exceed 5 - 7 years for furniture, fixtures and equipment, 15 years for land improvements and 30 years for buildings and building improvements. Tenant improvements are amortized over the shorter of the respective lease term or the expected useful life of the asset. Major replacements that extend the useful lives of the assets are capitalized, and maintenance and repair costs are expensed as incurred. Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the individual property may not be recoverable. In such an event, a comparison will be made of the projected operating cash flows of each property on an undiscounted basis to the carrying amount of such property. If deemed unrecoverable on an undiscounted basis, such carrying amount would be adjusted, if necessary, to estimated fair values to reflect impairment in the value of the asset. We recorded no impairments for the years ended December 31, 2017 , 2016 , and 2015 . We assess the acquisition-date fair values of all tangible assets, identifiable intangibles, and assumed liabilities using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis and replacement cost) and that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant. The fair values of buildings and improvements are determined on an as-if-vacant basis. The estimated fair value of acquired in-place leases is the cost we would have incurred to lease the properties to the occupancy level of the properties at the date of acquisition. Such estimates include leasing commissions, legal costs and other direct costs that would be incurred to lease the properties to such occupancy levels. Additionally, we evaluate the time period over which such occupancy levels would be achieved. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance, and utilities) that would be incurred during the lease-up period. Acquired in-place leases as of the date of acquisition are amortized over the weighted-average remaining lease terms. Acquired above- and below-market lease values are recorded based on the present value (using discount rates that reflect the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of the market lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental income over the remaining terms of the respective leases. We also consider fixed-rate renewal options in our calculation of the fair value of below-market leases and the periods over which such leases are amortized. If a tenant has a unilateral option to renew a below-market lease and we determine that the tenant has a financial incentive to exercise such option, we include such an option in the calculation of the fair value of such lease and the period over which the lease is amortized. We estimate the value of tenant origination and absorption costs by considering the estimated carrying costs during hypothetical expected lease-up periods, considering current market conditions. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. We estimate the fair value of assumed mortgage notes payable based upon indications of then-current market pricing for similar types of debt with similar maturities. Assumed mortgage notes payable are initially recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the note’s outstanding principal balance is amortized over the life of the mortgage note payable as an adjustment to interest expense. Goodwill and Other Intangibles —In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired represents goodwill. We allocate goodwill to the respective reporting units in which such goodwill arises. We evaluate goodwill for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable, or at least annually. Our annual testing date is during the fourth quarter and, due to the timing of the PELP transaction, annual testing will begin in 2018. The goodwill impairment evaluation may be completed through a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit’s fair value is less than its carrying value. If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of the reporting unit exceeds its fair value, or if we choose to bypass the qualitative approach, we will perform the quantitative approach described below. We are electing to adopt ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, as of January 1, 2018, as discussed in the table below. Therefore, when we perform a quantitative test of goodwill for impairment we will compare the carrying value of net assets to the fair value of the reporting unit. If the fair value of the reporting unit exceeds its carrying amount, we would not consider goodwill to be impaired and no further analysis would be required. If the fair value is determined to be less than its carrying value, the amount of goodwill impairment would be the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. If impairment indicators arise with respect to non-real estate intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted cash flows expected to be generated by the asset. If estimated future undiscounted cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period. Estimates of fair value used in our evaluation of goodwill and intangible assets are based upon discounted future cash flow projections, relevant competitor multiples, or other acceptable valuation techniques. These techniques are based, in turn, upon all available evidence including level three inputs (see fair value measurement policy below), such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results. Held for Sale Entities —We consider assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. There were no assets classified as held for sale as of December 31, 2017 and 2016 . Deferred Financing Expenses —Deferred financing expenses are capitalized and amortized on a straight-line basis over the term of the related financing arrangement, which approximates the effective interest method. Deferred financing costs related to our term loan facilities and mortgages are in Debt Obligations, Net, while deferred financing costs related to our revolving credit facility are in Other Assets, Net, on our consolidated balance sheets. Fair Value Measurement —Accounting Standard Codification (“ASC”) 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined by ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows: Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3—Unobservable inputs, only used to the extent that observable inputs are not available, reflect our assumptions about the pricing of an asset or liability. Considerable judgment is necessary to develop estimated fair values of financial and non-financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we did or could actually realize upon disposition of the financial assets and liabilities previously sold or currently held. Gain on Sale of Assets —We recognize sales of assets only upon the closing of the transaction with the purchaser. We recognize gains on assets sold upon closing if the collectibility of the sales price is reasonably assured, we are not obligated to perform any significant activities after the sale to earn the profit, we have received adequate initial investment from the purchaser, and other profit recognition criteria have been satisfied. We may defer recognition of gains in whole or in part until: (i) the profit is determinable, meaning that the collectibility of the sales price is reasonably assured or the amount that will not be collectible can be estimated; and (ii) the earnings process is virtually complete, meaning that we are not obliged to perform any significant activities after the sale to earn the profit. Further, we may defer a tax gain through an Internal Revenue Code (“IRC”) Section 1031 like-kind exchange by purchasing another property within a specified time period. Revenue Recognition —We commence revenue recognition on our leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. The determination of who is the owner, for accounting purposes, of the tenant improvements determines the nature of the leased asset and when revenue recognition under a lease begins. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space, and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If we conclude that we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant allowances funded under the lease are treated as lease incentives, which reduce revenue recognized over the term of the lease. In these circumstances, we begin revenue recognition when the lessee takes possession of the unimproved space to construct their own improvements. We consider a number of different factors in evaluating whether we or the lessee is the owner of the tenant improvements for accounting purposes. These factors include: • whether the lease stipulates how and on what a tenant improvement allowance may be spent; • whether the tenant or landlord retains legal title to the improvements; • the uniqueness of the improvements; • the expected economic life of the tenant improvements relative to the length of the lease; and • who constructs or directs the construction of the improvements. We recognize rental income on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of Other Assets, Net. Due to the impact of the straight-line adjustments, rental income generally will be greater than the cash collected in the early years and will be less than the cash collected in the later years of a lease. Our policy for percentage rental income is to defer recognition of contingent rental income until the specified target (i.e. breakpoint) that triggers the contingent rental income is achieved. Reimbursements from tenants for recoverable real estate tax and operating expenses are accrued as revenue in the period in which the applicable expenses are incurred. We make certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. We do not expect the actual results to materially differ from the estimated reimbursements. We periodically review the collectability of outstanding receivables. Allowances will be taken for those balances that we deem to be uncollectible, including any amounts relating to straight-line rent receivables and/or receivables for recoverable expenses. As of December 31, 2017 and 2016 , the bad debt reserve for uncollectible amounts was $3.3 million and $1.7 million , respectively. We record lease termination income if there is a signed termination agreement, all of the conditions of the agreement have been met, collectability is reasonably assured and the tenant is no longer occupying the property. Upon early lease termination, we provide for losses related to unrecovered tenant-specific intangibles and other assets. Revenues from management, leasing, and other fees charged in accordance with the various management agreements executed, are recognized in the period in which the services have been provided, the earnings process is complete, and collectability is reasonably assured. Repurchase of Common Stock —We offer a share repurchase program (“SRP”) which may allow stockholders who participate to have their shares repurchased subject to approval and certain limitations and restrictions (see Note 11 ). Under our SRP, the maximum amount of common stock that we may redeem, at the shareholder’s election, during any calendar year is limited, among other things, to 5% of the weighted-average number of shares outstanding during the prior calendar year. The maximum amount is reduced each reporting period by the current year share redemptions to date. In addition, the cash available for repurchases on any particular date is generally limited to the proceeds from the DRIP during the preceding four fiscal quarters, less amounts already used for repurchases since the start of the same time period. The board of directors (“Board”) reserves the right at any time to reject any request for repurchase. Shares repurchased pursuant to our SRP are immediately retired upon purchase. Repurchased common stock is reflected as a reduction of stockholders’ equity. Our accounting policy related to share repurchases is to reduce common stock based on the par value of the shares and to reduce capital surplus for the excess of the repurchase price over the par value. Since the inception of the SRP in August 2010, we have had an accumulated deficit balance; therefore, the excess over the par value has been applied to additional paid-in capital. Once we have retained earnings, the excess will be charged entirely to retained earnings. Income Taxes —We have elected to be taxed as a REIT under the IRC. To qualify as a REIT, we must meet a number of organization and operational requirements, including a requirement to annually distribute to our shareholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. We intend to continue to adhere to these requirements and to maintain our REIT status. As a REIT, we are entitled to a deduction for some or all of the distributions we pay to our shareholders. Accordingly, we are generally subject to U.S. federal income taxes on any taxable income that is not currently distributed to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income taxes and may not be able to qualify as a REIT until the fifth subsequent taxable year. Notwithstanding our qualification as a REIT, we may be subject to certain state and local taxes on our income or properties. In addition, our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a Taxable REIT Subsidiary (“TRS”) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates. We did not record any tax expense in prior years as 2017 was the first year of existence for the TRS. As a REIT, we may also be subject to certain U.S. federal excise taxes if we engage in certain types of transactions. For more information regarding our income taxes, see Note 9 . Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of recently issued accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 We do not expect the adoption of this standard to have a material impact to our financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We adopted this standard concurrently with ASU 2014-09, listed below. There are currently no transactions subject to this ASU. Although expected to be infrequent, potential transactions affected by this ASU could include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We are electing to adopt this standard as of January 1, 2018. The adoption of this standard will not have a material impact on our consolidated financial statements. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period and end-of-period total amounts on the statement of cash flows. This change will not have a material impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We have evaluated the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe four would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, and distributions received from equity method investees. This update will not have a material impact on our consolidated financial statements. We will apply the guidance for all of the eight cash flow types to any future transactions when applicable. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities. In January 2018, the FASB issued a proposed ASU related to ASC 842. The update would allow lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. This proposal is currently under consideration by regulators. We also expect to recognize right of use assets on our consolidated balance sheets related to certain ground leases, office space, and office equipment leases where we are the lessee. We will continue to evaluate the effect the adoption of ASU 2016-02 will have on our consolidated financial statements. However, we currently believe that the adoption of ASU 2016-02 will not have a material impact on our consolidated financial statements. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental or reimbursement revenue. However, the standard will apply to a majority of our fees and management income. We have evaluated the impact of this standard to fees and management income and do not expect a material impact on our revenue recognition, but we do expect to provide additional disclosures around fees and management revenue. We are adopting this guidance on a modified retrospective basis. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-12, Derivatives and Hedging (Topic 815) This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. September 2017 Upon adoption, we included a disclosure related to the effect of our hedging activities on our consolidated statements of operations. This disclosure also eliminated the periodic measurement and recognition of hedging ineffectiveness. We adopted this guidance on a modified retrospective basis and applied an adjustment to Accumulated Other Comprehensive Income with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. For a more detailed discussion of this adoption, see Note 8. ASU 2017-01, Business Combinations This update amended existing guidance in order to clarify when an integrated |
PELP Acquisition (FY)
PELP Acquisition (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
PELP Acquisition | 3. REIT II MERGER In July 2018, we entered into the Merger Agreement, pursuant to which we will merge with REIT II in a 100% stock transaction valued at approximately $1.9 billion . This proposed transaction will create a portfolio of 321 grocery-anchored shopping centers encompassing approximately 36.6 million square feet in established trade areas across 33 states. To complete the proposed Merger, we will issue 2.04 shares of our common stock in exchange for each issued and outstanding share of REIT II common stock, which is equivalent to $22.54 based on our most recent estimated net asset value per share (“EVPS”) of $11.05 . The exchange ratio is based on a thorough review of the relative valuation of each entity, including factoring in our growing investment management business as well as each company’s transaction costs. REIT II’s outstanding debt of approximately $800 million is expected to be refinanced or assumed by us at closing under the terms of the Merger Agreement. The Merger Agreement provides REIT II with a 30-day go-shop period pursuant to which they may solicit, receive, evaluate, and enter into negotiations with respect to alternative proposals from third-parties. The Merger Agreement also provides certain termination rights for REIT II and us. In connection with the termination of the Merger Agreement, under certain specified circumstances, (i) REIT II may be required to pay us a termination fee of $15.9 million in connection with the go-shop provision or $31.7 million in connection with termination for reasons other than the go-shop provision, and (ii) we may be required to pay REIT II a termination fee of $75.6 million . On a pro forma basis, upon completion of the mergers, we estimate that continuing PECO stockholders will own approximately 71% of the issued and outstanding shares of the Combined Company on a fully diluted basis (determined as if each PECO OP unit were exchanged for one share of PECO common stock), and former REIT II stockholders will own approximately 29% of the issued and outstanding shares of the Combined Company on a fully diluted basis (determined as if each PECO OP unit were exchanged for one share of PECO common stock). After consideration of all applicable factors pursuant to the business combination accounting rules under ASC 805, Business Combinations , including the application of a screen test to evaluate if substantially all the fair value of the acquired properties is concentrated in a single asset or group of similar assets, we have concluded that the Merger will be treated as an asset acquisition under GAAP. As of June 30, 2018 , we have capitalized $0.8 million 4. PELP ACQUISITION On October 4, 2017, we completed a transaction to acquire certain real estate assets, the third-party investment management business, and the captive insurance company of PELP in a stock and cash transaction (“PELP transaction”). Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands): Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 We issued 39.4 million OP units with an estimated fair value per unit of $10.20 at the time of the transaction. Certain of our executive officers who received OP units as part of the PELP transaction entered into an agreement which provides that they will not transfer their OP units for either two or three years following the closing. The remaining holders of the OP units are subject to the terms of exchange for shares of common stock outlined in the Third Amended and Restated Agreement of Limited Partnership (“Partnership Agreement”) (see Note 10 ). The terms of the PELP transaction include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued. For more detail regarding this earn-out, see Note 14 . Immediately following the closing of the PELP transaction, our shareholders owned approximately 80.6% and former PELP shareholders owned approximately 19.4% of the combined company. Assets Acquired and Liabilities Assumed —The PELP transaction was accounted for using the acquisition method of accounting under ASC 805, Business Combinations , which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The preliminary fair market value of the assets acquired and liabilities assumed was based on a valuation report prepared by a third-party valuation specialist that was subject to management’s review and approval. The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 The allocation of the purchase price was based on management’s assessment, which may change in the future as more information becomes available and could have an impact on the unaudited pro forma financial information presented below. Subsequent adjustments made to the purchase price allocation upon the completion of our fair value assessment process will not exceed one year from the acquisition date. The allocation of the purchase price above required a significant amount of judgment and represented management’s best estimate of the fair value as of the acquisition date. Intangible Assets and Liabilities —The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 Goodwill —In connection with the PELP transaction, we recorded goodwill of $29.1 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. We do not expect that the goodwill will be deductible for tax purposes. The goodwill recorded represents our management structure and its ability to generate additional opportunities for revenue and raise additional funds, and therefore the full amount of goodwill was allocated to the Investment Management segment, which comprises one reporting unit. For more information about each of our reporting segments, see Note 15 . Results of Operations —The consolidated net assets and results of operations of PELP’s contributions were included in the consolidated financial statements from the transaction date going forward and resulted in the following impact to Total Revenues and Net Loss for the three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Revenues $ 21,482 $ 42,952 Net loss (9,837 ) (8,536 ) Acquisition Costs —We incurred approximately $17.0 million of costs related to the PELP transaction, $6.0 million of which was incurred during the six months ended June 30, 2017, and was recorded as Transaction Expenses on the consolidated statements of operations. No costs related to the PELP transaction were recorded in 2018. Pro Forma Results (Unaudited) —The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. (in thousands) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Pro forma revenues $ 102,775 $ 201,454 Pro forma net income attributable to stockholders 465 1,264 | 3. PELP ACQUISITION On October 4, 2017 , we completed the PELP transaction. The PELP transaction was approved by the independent special committee of our Board, which had retained independent financial and legal advisors. It was also approved by our shareholders, as well as PELP’s partners. Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 We issued 39.4 million OP units with an estimated fair value per unit of $10.20 at the time of the transaction. Certain of our executive officers who received OP units as part of the PELP transaction entered into an agreement which provides that they will not transfer their OP Units for either two or three years following the closing. The remaining holders of the OP units are subject to the terms of exchange for shares of common stock outlined in the Third Amended and Restated Agreement of Limited Partnership, which is further described in Note 11 . The terms of the transaction also include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued if certain milestones are achieved. The milestones are related to a liquidity event for our shareholders and fundraising targets in REIT III, of which PELP was a co-sponsor. The estimated fair value of this earn-out has been recorded as $38 million as of the transaction date and is presented in Accounts Payable and Other Liabilities on the consolidated balance sheets. We will estimate the fair value of this earn-out liability at each reporting date during the contingency period and record any changes to our consolidated statement of operations. As part of the transaction, we entered into a tax protection agreement with certain recipients of OP Units. Under the agreement, we will provide certain protections with respect to tax matters for a period of ten years commencing at the closing date. These protections include indemnification for certain tax liabilities incurred in connection with certain taxable transfers of contributed properties, failure to comply with certain obligations related to nonrecourse liability allocations and debt guarantee opportunities, and certain fundamental transactions. These fundamental transactions mean with respect to any contributed entity, a merger, combination, consolidation, or similar transaction (including a transfer of all or substantially all of the assets of such entity). Immediately following the closing of the PELP transaction, our shareholders owned approximately 80.6% and former PELP shareholders owned approximately 19.4% of the combined company. Assets Acquired and Liabilities Assumed —The PELP transaction has been accounted for using the acquisition method of accounting under ASC 805, Business Combinations , which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. Amount Assets: Land and improvements $ 269,140 Building and improvements 574,154 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,085 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 The allocation of the purchase price is based on management’s assessment, which may change in the future as more information becomes available and could have an impact on the unaudited pro forma financial information presented below. Subsequent adjustments made to the purchase price allocation upon the completion of our fair value assessment process will not exceed one year from the acquisition date. The allocation of the purchase price above requires a significant amount of judgment and represents management’s best estimate of the fair value as of the acquisition date. Intangible Assets and Liabilities — The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction are as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 Goodwill —In connection with the PELP transaction, we recorded goodwill of $29.1 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. We do not expect that the goodwill will be deductible for tax purposes. The goodwill recorded represents our management structure and its ability to generate additional opportunities for revenue and raise additional funds, and therefore the full amount of goodwill was allocated to the Investment Management segment, which comprises one reporting unit. Results of Operations — 2017 Revenues $ 21,202 Net income 1,297 Acquisition Costs —We incurred $15.7 million of costs related to the PELP transaction during 2017, which are recorded in Transaction Expenses on the consolidated statements of operations. We also incurred $1.3 million of costs related to the PELP transaction during 2016, which are recorded in Acquisition Expenses on the consolidated statements of operations. Pro Forma Results (Unaudited) —The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016 . These results contain certain, nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. For the Year Ended December 31, (in thousands) 2017 2016 Pro forma revenues $ 402,898 $ 400,089 Pro forma net income (loss) attributable to stockholders 1,982 (3,956 ) |
Real Estate Acquisitions and Di
Real Estate Acquisitions and Dispositions (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Real Estate Investments, Net [Abstract] | ||
Real Estate Acquisitions and Dispositions | 5. REAL ESTATE ACTIVITY Acquisitions —During the six months ended June 30, 2018 , we acquired one grocery-anchored shopping center. That acquisition closed out the Internal Revenue Code (“IRC”) Section 1031 like-kind exchange outstanding at December 31, 2017 . During the six months ended June 30, 2017 , we acquired five grocery-anchored shopping centers. All of the 2017 and 2018 acquisitions were classified as asset acquisitions. As such, most acquisition-related costs were capitalized and are included in the total purchase prices shown below. Our real estate asset acquired during the six months ended June 30, 2018 , was as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $ 8,423 135.437 71.3 % During the six months ended June 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Atwater Marketplace Atwater, CA Save Mart 2/10/2017 $ 15,041 96,224 94.6 % Rocky Ridge Station (1) Roseville, CA Sprouts 4/18/2017 37,271 93,337 96.3 % Greentree Station Racine, WI Pick ‘n Save 5/5/2017 12,309 82,659 90.3 % Titusville Station Titusville, FL Publix 6/15/2017 13,817 117,507 71.7 % Sierra Station (1) Corona, CA Ralph’s 6/20/2017 29,137 110,904 94.0 % (1) The purchase price includes debt assumed as part of the acquisition. The fair value at acquisition and weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the six months ended June 30, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 946 6 $ 9,611 13 Acquired above-market leases 74 3 850 7 Acquired below-market leases (457 ) 16 (2,622 ) 20 Dispositions —During the six months ended June 30, 2018 , we sold two grocery-anchored shopping centers. We had no dispositions during the six months ended June 30, 2017 . Our real estate assets disposed of during the six months ended June 30, 2018 , were as follows (dollars in thousands): Property Name Location Anchor Tenant Disposition Date Sale Price Gain Square Footage Lakeshore Crossing Gainesville, GA Lowe’s 5/15/2018 $ 9,270 $ 208 123,948 Lake Wales Station Lake Wales, FL CVS 5/30/2018 4,100 777 11,220 The gain on these dispositions is included as Other Expense (Income), Net on the consolidated statements of operations. Impairment of Real Estate Assets —During the three months ended June 30, 2018, we recognized an impairment charge totaling $10.9 million associated with the anticipated disposition of a certain property with a net book value in excess of its estimated fair value. Our estimated fair value was based upon the contracted price to sell. We have applied reasonable estimates and judgments in determining the level of impairments recognized. | 4. REAL ESTATE ACQUISITIONS AND DISPOSITIONS During the year ended December 31, 2017 , we acquired 84 shopping centers, including 76 shopping centers through the PELP transaction (see Note 3 for more detail) and eight grocery-anchored shopping centers outside of the PELP transaction. Our first quarter acquisition closed out the IRC reverse Section 1031 like-kind exchange outstanding as of December 31, 2016. For the year ended December 31, 2016 , we acquired seven grocery-anchored shopping centers and additional real estate adjacent to previously acquired centers. For the years ended December 31, 2017 and 2016 , we allocated the purchase price of acquisitions unrelated to the PELP transaction, including acquisition costs for 2017, to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2017 2016 Land and improvements $ 47,556 $ 78,908 Building and improvements 130,482 140,145 Acquired in-place leases 17,740 21,506 Acquired above-market leases 1,314 3,559 Acquired below-market leases (5,736 ) (10,198 ) Total assets and lease liabilities acquired 191,356 233,920 Less: Fair value of assumed debt at acquisition 30,831 33,326 Net assets acquired $ 160,525 $ 200,594 The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the years ended December 31, 2017 and 2016 , are as follows (in years): 2017 2016 Acquired in-place leases 13 11 Acquired above-market leases 6 6 Acquired below-market leases 18 19 Dispositions —In October 2017, we sold a property for $6.5 million and recognized a gain of $1.8 million . For tax-purposes, we deferred the gain through an IRC Section 1031 like-kind exchange, which was completed with our subsequent acquisition of Shoppes of Lake Village in February 2018 (see Note 20 ). We also sold a property in December 2016 and recognized a gain of $4.7 million . Gains on property dispositions are recorded in Other Income, Net on the consolidated statements of operations. |
Intangible Leases and Goodwill
Intangible Leases and Goodwill (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangibles Assets and Liabilities and Goodwill | 5. INTANGIBLE ASSETS AND LIABILITIES AND GOODWILL Acquired Intangible Assets and Liabilities — Acquired intangible assets and liabilities consisted of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Management contracts $ 58,000 $ (2,900 ) $ — $ — Acquired in-place leases 313,432 (123,314 ) 212,916 (92,347 ) Acquired above-market leases 53,524 (24,631 ) 42,009 (19,443 ) Below-market lease liabilities (118,012 ) 27,388 (63,287 ) 20,255 Summarized below is the amortization recorded on the intangible assets and liabilities for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Management contracts $ 2,900 $ — $ — Acquired in-place leases 30,966 28,812 29,970 Acquired above-market leases 5,188 5,228 5,819 Acquired below-market leases (7,133 ) (6,436 ) (6,640 ) Total $ 31,921 $ 27,604 $ 29,149 Estimated future amortization of the respective acquired intangible assets and liabilities as of December 31, 2017 , for each of the next five years is as follow (in thousands): Management Contracts In-Place Leases Above-Market Leases Below-Market Leases 2018 $ 11,600 $ 35,572 $ 5,883 $ (9,801 ) 2019 11,600 30,270 5,145 (8,959 ) 2020 11,600 24,794 4,583 (8,389 ) 2021 11,600 20,086 3,715 (7,644 ) 2022 8,700 16,778 2,761 (6,925 ) Goodwill —In connection with the PELP transaction, we recorded goodwill of approximately $29.1 million , which was allocated to our Investment Management segment. During the year ended December 31, 2017 , we did not record any impairments to goodwill. For more information regarding goodwill from the PELP transaction, see Note 3 . |
Other Assets, Net (FY)
Other Assets, Net (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other Assets, Net | 6. OTHER ASSETS, NET The following is a summary of Other Assets, Net outstanding as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Other assets, net: Deferred leasing commissions and costs $ 32,120 $ 29,055 Deferred financing costs 13,971 13,971 Office equipment, including capital lease assets, and other 12,070 10,308 Total depreciable and amortizable assets 58,161 53,334 Accumulated depreciation and amortization (21,637 ) (17,121 ) Net depreciable and amortizable assets 36,524 36,213 Accounts receivable, net 36,488 41,211 Deferred rent receivable, net 20,687 18,201 Derivative asset 34,839 16,496 Prepaid expenses 5,531 4,232 Investment in affiliates 903 902 Other 2,834 1,193 Total other assets, net $ 137,806 $ 118,448 | 6. OTHER ASSETS, NET The following is a summary of Other Assets, Net outstanding as of December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred leasing commissions and costs $ 29,055 $ 21,092 Deferred financing costs 13,971 8,940 Office equipment and other 10,308 331 Total depreciable and amortizable assets 53,334 30,363 Accumulated depreciation and amortization (17,121 ) (11,286 ) Net depreciable and amortizable assets 36,213 19,077 Accounts receivable, net 41,211 31,029 Deferred rent receivable, net 18,201 14,483 Derivative asset 16,496 11,916 Prepaid expenses 4,232 2,986 Investment in affiliates 902 — Other 1,193 1,094 Other assets, net $ 118,448 $ 80,585 |
Debt Obligations (FY)
Debt Obligations (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Debt Obligations | 7. DEBT OBLIGATIONS The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, on our debt obligations as of June 30, 2018 and December 31, 2017 (in thousands): Interest Rate June 30, 2018 December 31, 2017 Revolving credit facility (1) LIBOR + 1.40% $ 46,568 $ 61,569 Term loans (2) 2.51% - 3.93% 1,205,000 1,140,000 Secured loan facility due 2026 3.55% 175,000 175,000 Secured loan facility due 2027 3.52% 195,000 195,000 Mortgages and other (3) 3.75% - 7.91% 226,415 246,217 Assumed market debt adjustments, net (4) 4,517 5,254 Deferred financing costs (5) (14,028 ) (16,042 ) Total $ 1,838,472 $ 1,806,998 (1) The gross borrowings and payments under our revolving credit facility were $151.0 million and $166.0 million , respectively, during the six months ended June 30, 2018 . The revolving credit facility has a capacity of $500 million and matures in October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan due in 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of June 30, 2018 , the availability on our revolving credit facility exceeded the balance on the loan. The $175 million term loan due in 2020 has options to extend its maturity to 2021. We executed a $65 million delayed draw in January 2018 on one of our term loans entered into in October 2017. (3) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of June 30, 2018 and December 31, 2017 . (4) Net of accumulated amortization of $4.2 million and $3.7 million as of June 30, 2018 and December 31, 2017 , respectively. (5) Net of accumulated amortization of $7.0 million and $5.4 million as of June 30, 2018 and December 31, 2017 , respectively. As of June 30, 2018 and December 31, 2017 , the weighted-average interest rate, including the effect of derivative financial instruments, for all of our debt obligations was 3.5% and 3.4% , respectively. The allocation of total debt between fixed- and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of June 30, 2018 and December 31, 2017 , is summarized below (in thousands): June 30, 2018 December 31, 2017 As to interest rate: (1) Fixed-rate debt $ 1,588,415 $ 1,608,217 Variable-rate debt 259,568 209,569 Total $ 1,847,983 $ 1,817,786 As to collateralization: Unsecured debt $ 1,252,258 $ 1,202,476 Secured debt 595,725 615,310 Total $ 1,847,983 $ 1,817,786 (1) Includes the effects of derivative financial instruments (see Notes 8 and 14 ). | 7. DEBT OBLIGATIONS The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, on our debt obligations as of December 31, 2017 and 2016 (in thousands): Interest Rate 2017 2016 Revolving credit facility (1) 2.89% $ 61,569 $ 176,969 Term loans (2)(3) 2.46%-3.93% 1,140,000 655,000 Secured loan facility due 2026 3.55% 175,000 — Secured loan facility due 2027 3.52% 195,000 — Mortgages and notes payable 3.75%-7.91% 246,217 228,721 Assumed market debt adjustments, net (4) 5,254 4,490 Deferred financing costs (5) (16,042 ) (9,024 ) Total $ 1,806,998 $ 1,056,156 (1) The gross borrowings under our revolving credit facility were $437.0 million , $590.8 million , and $297.8 million during the years ended December 31, 2017 , 2016 , and 2015 , respectively. The gross payments on our revolving credit facility were $552.4 million , $554.8 million , and $448.5 million during the years ended December 31, 2017 , 2016 , and 2015 , respectively. The revolving credit facility had a capacity of $500 million as of December 31, 2017 and 2016 . In October 2017, the maturity date of the revolving credit facility was extended to October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan maturing in February 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of December 31, 2017 , the availability on our revolving credit facility exceeded the balance on the loan maturing in 2019. The term loan maturing in 2020 also has options to extend its maturity to 2021. (3) One of our term loans that matures in 2022 had an outstanding balance of $310.0 million at December 31, 2017 , with a capacity of $375.0 million . In January 2018 an additional $65.0 million was drawn on this term loan. (4) Net of accumulated amortization of $3.7 million and $6.1 million as of December 31, 2017 and 2016 , respectively. The decrease in accumulated amortization is a result of a reduction in market debt adjustments due to the extinguishment of higher-rate mortgage debt during the year ended December 31, 2017. (5) Net of accumulated amortization of $5.4 million and $3.9 million as of December 31, 2017 and 2016 , respectively. As of December 31, 2017 and 2016 , the weighted-average interest rate for all of our mortgages and loans payable was 3.4% and 3.0% , respectively. The allocation of total debt between fixed- and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of December 31, 2017 and 2016 , is summarized below (in thousands): 2017 2016 As to interest rate: (1) Fixed-rate debt $ 1,608,217 $ 615,721 Variable-rate debt 209,569 444,969 Total $ 1,817,786 $ 1,060,690 As to collateralization: Unsecured debt $ 1,202,476 $ 831,969 Secured debt 615,310 228,721 Total $ 1,817,786 $ 1,060,690 (1) Includes the effects of derivative financial instruments (see Notes 8 and 17 ). Below is our maturity schedule with the respective principal payment obligations, excluding market debt adjustments and deferred financing costs (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Revolving credit facility $ — $ — $ — $ 61,569 $ — $ — $ 61,569 Term loans — 100,000 175,000 125,000 310,000 430,000 1,140,000 Loan facility due 2026 — — — — — 175,000 175,000 Loan facility due 2027 — — — — — 195,000 195,000 Mortgages and notes payable 8,142 9,192 7,323 68,001 31,169 122,390 246,217 Total maturing debt $ 8,142 $ 109,192 $ 182,323 $ 254,570 $ 341,169 $ 922,390 $ 1,817,786 |
Derivatives and Hedging Activit
Derivatives and Hedging Activities (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Instruments and Hedging Activities Disclosure | 8. DERIVATIVES AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives —We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposure to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into interest rate swaps to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings. Cash Flow Hedges of Interest Rate Risk —Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The change in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the six months ended June 30, 2018 and 2017 , such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. The ineffectiveness previously reported in earnings for the periods ended June 30, 2017, was adjusted to reflect application of the provisions of ASU 2017-12, Derivatives and Hedging (Topic 815) , as of the beginning of 2017. This adjustment was not material. Amounts reported in AOCI related to these derivatives will be reclassified to Interest Expense, Net as interest payments are made on the variable-rate debt. During the next twelve months, we estimate that an additional $7.1 million will be reclassified from Other Comprehensive Income (“OCI”) as a decrease to Interest Expense, Net. The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of June 30, 2018 and December 31, 2017 (notional amount in thousands): Count Fixed LIBOR Maturity Date Notional Amount 6 1.2% - 2.2% 2019-2024 $ 992,000 The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Amount of gain (loss) recognized in OCI on derivative $ 5,608 $ (2,914 ) $ 19,047 $ (1,765 ) Amount of (gain) loss reclassified from AOCI into interest expense (753 ) 378 (704 ) 975 Credit-risk-related Contingent Features —We have agreements with our derivative counterparties that contain provisions where, if we either default or are capable of being declared in default on any of our indebtedness, we could also be declared to be in default on our derivative obligations. As of June 30, 2018 , none of our derivatives were in a liability position, and therefore the fair value includes accrued interest but excludes any adjustment for nonperformance risk related to these agreements. As of June 30, 2018 , we had not posted any collateral related to these agreements and were not in breach of any agreement provisions. | 8. DERIVATIVES AND HEDGING ACTIVITIES In September 2017, we adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. It requires us to disclose the effect of our hedging activities on our consolidated statements of operations and eliminates the periodic measurement and recognition of hedging ineffectiveness. In accordance with the modified retrospective transition method required by ASU 2017-12, we recognized the cumulative effect of the change, representing the reversal of the $1.3 million cumulative ineffectiveness gain as of December 31, 2016 , in the opening balance of Accumulated Other Comprehensive Income (“AOCI”) with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. Risk Management Objective of Using Derivatives —We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposure to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into interest rate swaps to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings. Cash Flow Hedges of Interest Rate Risk —Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the years ended December 31, 2017 and 2016 , such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. The ineffectiveness previously reported in earnings for the quarters ended March 31, 2017 and June 30, 2017, was adjusted to reflect application of the provisions of this ASU as of the beginning of 2017 (as discussed above). This adjustment was not material. Amounts reported in AOCI related to these derivatives will be reclassified to Interest Expense, Net as interest payments are made on the variable-rate debt. During the next twelve months, we estimate that an additional $1.5 million will be reclassified from Other Comprehensive (Loss) Income as a decrease to Interest Expense, Net. The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of December 31, 2017 and 2016 (notional amounts in thousands): 2017 2016 (1) Count 6 4 Notional amount $ 992,000 $ 642,000 Fixed LIBOR 1.2% - 2.2% 1.2% - 1.5% Maturity date 2019-2024 2019 - 2023 (1) One interest rate swap that we entered into in October 2016 with a notional amount of $255 million was not effective until July 2017. The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Amount of gain (loss) recognized in OCI on derivatives $ 2,770 $ 6,979 $ (3,128 ) Amount of loss reclassified from AOCI into interest expense 1,810 3,586 3,150 Credit-risk-related Contingent Features —We have agreements with our derivative counterparties that contain provisions where, if we either default or are capable of being declared in default on any of our indebtedness, we could also be declared to be in default on our derivative obligations. As of December 31, 2017 , the fair value of our derivatives in a net liability position, which included accrued interest but excluded any adjustment for nonperformance risk related to these agreements, was approximately $0.1 million . As of December 31, 2017 , we had not posted any collateral related to these agreements and were not in breach of any agreement provisions. If we had breached any of these provisions, we could have been required to settle our obligations under the agreements at their termination value of $0.1 million . |
Income Taxes (FY)
Income Taxes (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES We have elected to be taxed as a REIT under the IRC. To qualify as a REIT, we must meet a number of organization and operational requirements, including a requirement to annually distribute to our shareholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. We intend to continue to adhere to these requirements and to maintain our REIT status. As a REIT, we are entitled to a deduction for some or all of the distributions we pay to our shareholders. Accordingly, we are generally subject to U.S. federal income taxes on any taxable income that is not currently distributed to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income taxes and may not be able to qualify as a REIT until the fifth subsequent taxable year. Notwithstanding our qualification as a REIT, we may be subject to certain state and local taxes on our income or properties. In addition, our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a TRS and is subject to U.S. federal, state and local incomes taxes at regular corporate tax rates. We did not record any tax expense in prior years as 2017 was the first year of existence for the TRS. As a REIT, we may also be subject to certain U.S. federal excise taxes if we engage in certain types of transactions. Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which these temporary differences are expected to reverse. Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversal of existing taxable temporary differences, the magnitude and timing of future projected taxable income and tax planning strategies. We believe that it is not more likely than not that our net deferred tax asset will be realized in future periods and therefore, have recorded a valuation allowance for the entire balance. We have not identified items for which the income tax effects of the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”) have not been completed and a reasonable estimate could not be determined as of December 31, 2017 . Our analysis of the 2017 Tax Act may be impacted by new legislation, the Congressional Joint Committee Staff, Treasury, or other guidance. We are continuing to evaluate the impact of the 2017 Tax Act on the organization as a whole, but we do not expect there to be a material impact on our consolidated financial statements. The following is a summary of our deferred tax assets and liabilities, which result from the activities of the TRS, as of December 31, 2017 (in thousands): 2017 Deferred tax assets: Accrued expenses $ 4,276 Net operating loss (“NOL”) carryforward (1) 667 Other 106 Gross deferred tax assets 5,049 Valuation allowance (3,277 ) Total deferred tax asset 1,772 Deferred tax liabilities: Depreciation and amortization (1,638 ) Prepaid expenses (134 ) Total deferred tax liabilities (1,772 ) Net deferred tax asset $ — (1) If not utilized, the NOL carryforward will begin to expire in 2037. Losses incurred after 2017 are carried forward indefinitely. Differences between net income from the consolidated statements of operations and other comprehensive income and our taxable income primarily related to the recognition of sales of investment properties and the timing of both revenue and expense recognition. The following table reconciles Net (Loss) Income Attributable to Stockholders to REIT taxable income before the dividends paid deduction for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Net (loss) income attributable to stockholders $ (38,391 ) $ 8,932 $ 13,360 Net loss (income) from subsidiaries 31,395 (17,785 ) (23,725 ) Net loss attributable to REIT operations (6,996 ) (8,853 ) (10,365 ) Book/tax differences 45,677 42,556 45,280 REIT taxable income subject to 90% dividend requirement $ 38,681 $ 33,703 $ 34,915 The following is a summary of our dividends paid deduction for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Distributions paid to common stockholders $ 123,100 $ 123,004 $ 123,119 Non-dividend distributions (84,419 ) (89,301 ) (88,204 ) Total dividends paid deduction attributable to earnings and profits $ 38,681 $ 33,703 $ 34,915 The tax composition of our distributions declared for the years ended December 31, 2017 and 2016 , was as follows: 2017 2016 Ordinary income 28.6 % 28.2 % Return of capital 70.9 % 71.8 % Capital gain distributions 0.5 % — % Total 100.0 % 100.0 % We record a benefit for uncertain income tax positions if the result of a tax position meets a "more likely than not" recognition threshold. No liabilities have been recorded as of December 31, 2017 or 2016 as a result of this provision. We expect no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2017. Returns for the calendar years 2014 through 2016 remain subject to examination by federal and various state tax jurisdictions. |
Commitments and Contingencies (
Commitments and Contingencies (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Litigation —We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the resolution of such claims and litigation will not have a material adverse effect on our consolidated financial statements. Environmental Matters —In connection with the ownership and operation of real estate, we may potentially be liable for costs and damages related to environmental matters. In addition, we may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property, and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify us against future remediation costs. We also carry environmental liability insurance on our properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which we may be liable. We are not aware of any environmental matters which we believe are reasonably likely to have a material effect on our consolidated financial statements. | 10. COMMITMENTS AND CONTINGENCIES Leases —Upon completion of the PELP transaction (see Note 3 ), we assumed certain lease obligations originally entered into by PELP before the transaction. The leases are primarily related to short- and long-term operating leases for office space and equipment. We have no capital leases. Total rental expense for long-term operating leases was approximately $370,000 for the year ended December 31, 2017 . Minimum rental commitments under noncancelable operating leases as of December 31, 2017 , were as follows: Year Amount 2018 $ 1,101 2019 773 2020 310 2021 188 2022 185 Thereafter 388 Total $ 2,945 Litigation —We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the resolution of such claims and litigation will not have a material adverse effect on our consolidated financial statements. Environmental Matters —In connection with the ownership and operation of real estate, we may potentially be liable for costs and damages related to environmental matters. In addition, we may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property, and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify us against future remediation costs. We also carry environmental liability insurance on our properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which we may be liable. We are not aware of any environmental matters which we believe are reasonably likely to have a material effect on our consolidated financial statements. Captive Insurance —As part of the PELP transaction, we acquired a captive insurance company, Silver Rock Insurance, Inc. (“Silver Rock”), from PELP, which provides general liability insurance, reinsurance, and other coverage to us, REIT II, REIT III, PELP, and Necessity Retail Partners (“NRP”). We capitalize Silver Rock in accordance with applicable regulatory requirements. Silver Rock established annual premiums based on the past loss experience of the insured properties. An independent third party was engaged to perform an actuarial estimate of projected future claims, related deductibles, and projected future expenses necessary to fund associated risk management programs. Premiums paid to Silver Rock may be adjusted based on this estimate. Premiums paid to Silver Rock may be reimbursed by tenants pursuant to specific lease terms. As of December 31, 2017 , we had two cash collateralized letters of credit outstanding totaling approximately $5.7 million to provide security for our obligations under our insurance and reinsurance contracts. These letters of credit expire in 2018 with additional options to extend their maturities. The following is a summary of the activity in the liability for unpaid losses, which is recorded in Accounts Payable and Other Liabilities on our consolidated balance sheet, for the year ended December 31, 2017 (in thousands): 2017 Balance upon acquisition on October 4, 2017 $ 4,339 Incurred related to: Current year 452 Prior years 898 Total incurred 1,350 Paid related to: Current year 81 Prior years 725 Total paid 806 Unpaid loss liability as of December 31, 2017 $ 4,883 |
Equity (FY)
Equity (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Equity | 10. EQUITY On May 9, 2018, our board of directors (“Board”) increased the EVPS of our common stock to $11.05 based substantially on the estimated market value of our portfolio of real estate properties and our third-party investment management business as of March 31, 2018. We engaged a third-party valuation firm to provide a calculation of the range in EVPS of our common stock as of March 31, 2018, which reflected certain balance sheet assets and liabilities as of that date. Previously, on November 8, 2017, our Board increased the EVPS of our common stock to $11.00 from $10.20 based substantially on the estimated market value of our portfolio of real estate properties and our third-party investment management business as of October 5, 2017, the first full business day after the closing of the PELP transaction. Shares of our common stock are issued under the DRIP and redeemed under the Share Repurchase Program (“SRP”), as discussed below, at the same price as the EVPS in effect at the time of issuance or redemption. Dividend Reinvestment Plan —The DRIP allows stockholders to invest distributions in additional shares of our common stock. Stockholders who elect to participate in the DRIP, and who are subject to U.S. federal income taxation laws, will incur a tax liability on an amount equal to the fair value on the relevant distribution date of the shares of our common stock purchased with reinvested distributions, even though such stockholders have elected not to receive the distributions in cash. In connection with the proposed Merger (see Note 3 ), the DRIP was temporarily suspended for the month of July 2018; therefore, all DRIP participants received their July 2018 distribution in cash rather than in stock. The DRIP plan resumed in August 2018. Share Repurchase Program —Our SRP provides an opportunity for stockholders to have shares of common stock repurchased, subject to certain restrictions and limitations. The Board reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase. Further, the cash available for repurchases on any particular date will generally be limited to the proceeds from the DRIP during the preceding four fiscal quarters, less amounts already used for repurchases since the beginning of that period. In connection with the Merger, the SRP was also temporarily suspended for the month of July 2018 and resumed in August 2018. During the six months ended June 30, 2018 , repurchase requests surpassed the funding limits under the SRP. Approximately 4.2 million shares of our common stock were repurchased under the SRP during the six months ended June 30, 2018 . Repurchase requests in connection with a stockholder’s death, “qualifying disability,” or “determination of incompetence” were completed in full. The remaining repurchase requests that were in good order were fulfilled on a pro rata basis. As of June 30, 2018, we had 13.4 million shares of unfulfilled repurchase requests, which will be treated as requests for repurchase during future months until satisfied or withdrawn. Due to the program's funding limits, no funds will be available for the remainder of 2018. However, we will continue to fulfill repurchases sought upon a stockholder's death, “qualifying disability,” or “determination of incompetence” in accordance with the terms of the SRP. Convertible Noncontrolling Interests —As part of the PELP transaction, we issued 39.4 million OP units that are classified as Noncontrolling Interests. Prior to the PELP transaction, the Operating Partnership also issued limited partnership units that were designated as Class B units for asset management services provided by our former advisor. Upon closing of the PELP transaction, all outstanding Class B units vested and were converted to OP units. Under the terms of the Third Amended and Restated Agreement of Limited Partnership, OP unit holders may elect to exchange OP units. The Operating Partnership controls the form of the redemption, and may elect to exchange OP units for shares of our common stock, provided that the OP units have been outstanding for at least one year. As the form of redemption for OP units is within our control, the OP units outstanding as of June 30, 2018 and December 31, 2017 , are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets. The cumulative distributions that have been paid on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity. There were 44.5 million OP units outstanding as of June 30, 2018 and December 31, 2017 . Nonconvertible Noncontrolling Interests —In addition to partnership units of the Operating Partnership, Noncontrolling Interests also includes a 25% ownership share of one of our subsidiaries who provides advisory services, which was not significant to our results. | 11. EQUITY General — The holders of common stock are entitled to one vote per share on all matters voted on by stockholders, including election of the Board. Our charter does not provide for cumulative voting in the election of directors. On November 8, 2017, our Board increased the estimated value per share of our common stock to $11.00 based substantially on the estimated market value of our portfolio of real estate properties and our recently acquired third-party asset management business as of October 5, 2017, the first full business day after the closing of the PELP transaction. We engaged a third-party valuation firm to provide a calculation of the range in estimated value per share of our common stock as of October 5, 2017, which reflected certain pro forma balance sheet assets and liabilities as of that date. Prior to November 8, 2017, the estimated value per share was $10.20 . Dividend Reinvestment Plan —We have adopted a DRIP that allows stockholders to invest distributions in additional shares of our common stock, subject to certain limits. Stockholders who elect to participate in the DRIP may choose to invest all or a portion of their cash distributions in shares of our common stock at a price equal to our most recent estimated value per share. In connection with the announcement of the PELP transaction (see Note 3 ), the DRIP was suspended during May 2017; therefore, all DRIP participants received their May distribution, which was payable in June, in cash rather than in stock. The DRIP plan resumed in June 2017, with distributions payable in July 2017. Stockholders who elect to participate in the DRIP, and who are subject to U.S. federal income taxation laws, will incur a tax liability on an amount equal to the fair value on the relevant distribution date of the shares of our common stock purchased with reinvested distributions, even though such stockholders have elected not to receive the distributions in cash. Share Repurchase Program —Our SRP provides an opportunity for stockholders to have shares of common stock repurchased, subject to certain restrictions and limitations, at a price equal to our most recent estimated value per share. In connection with the announcement of the PELP transaction, the SRP was suspended during May 2017 and resumed in June 2017. In 2017 and 2016, repurchase requests surpassed the funding limits under the SRP. Due to the program’s funding limits, no funds were available for repurchases during the fourth quarter of 2017 and no funds will be available for the the first quarter of 2018. Additionally, repurchases during the remainder of 2018 are expected to be limited. When we are unable to fulfill all repurchase requests in any month, we will honor requests on a pro rata basis to the extent possible. As of December 31, 2017 , we had 10.8 million shares of unfulfilled repurchase requests. We will continue to fulfill repurchases sought upon a stockholder’s death, “qualifying disability,” or “determination of incompetence” in accordance with the terms of the SRP. Convertible Noncontrolling Interests —As part of the PELP transaction, we issued 39.4 million OP units that are classified as noncontrolling interests. Prior to the PELP transaction, the Operating Partnership also issued limited partnership units that were designated as Class B units for asset management services provided by PE-NTR. In connection with the PELP transaction, Class B units were no longer issued for asset management services subsequent to September 2017. Upon closing of the transaction, upon termination of the advisory agreement, we determined the economic hurdle required for vesting had been met, and all outstanding Class B units vested and were converted to OP units. As such, we recorded a $24.0 million expense on our consolidated statements of operations as Vesting of Class B Units, which included the $27.6 million vesting of Class B units previously issued for asset management services, and the reclassification of historical distributions on those units to Noncontrolling Interests. Under the terms of the Third Amended and Restated Agreement of Limited Partnership, OP unit holders may elect to exchange OP units. The Operating Partnership controls the form of the redemption, and may elect to exchange OP units for shares of our common stock, provided that the OP units have been outstanding for at least one year. As the form of redemption for OP units is within our control, the OP units outstanding as of December 31, 2017 and 2016 , are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets. The $9.1 million of cumulative distributions that have been paid on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity. In September 2017, we entered into an agreement with American Realty Capital II Advisors, LLC (“ARC”) to terminate all remaining contractual and economic relationships between us and ARC. In exchange for a payment of $9.6 million , ARC sold their OP units, unvested Class B Units, and their special limited partnership interests back to us, terminating all fee-sharing arrangements between ARC and PE-NTR. The 417,801 OP unit repurchase was recorded at a value of $4.2 million on the consolidated statements of equity. The $5.4 million value of the unvested Class B units, special limited partnership interests, and value of fee-sharing arrangements is recorded on the consolidated statement of operations. Below is a summary of our number of outstanding OP units and unvested Class B units as of December 31, 2017 and 2016 (in thousands): 2017 2016 OP units 44,454 2,785 Class B units (1) — 2,610 (1) Upon closing of the PELP transaction, all outstanding Class B units were converted to OP units. Nonconvertible Noncontrolling Interests —In addition to partnership units of the Operating Partnership, Noncontrolling Interests also includes a 25% ownership share of one of our subsidiaries who provides advisory services, which was not significant to our results. |
Compensation (FY)
Compensation (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation | 12. COMPENSATION Stock-Based Compensation —We account for our stock-based compensation plan by recognizing compensation expense less estimated forfeitures. Our restricted stock and phantom stock awards vest based upon the completion of a service period (“service-based grants”). In August 2016, the Board approved restricted stock awards pursuant to our Amended and Restated 2010 Independent Director Stock Plan. The awards are granted to our independent directors and vest based upon the completion of a service period. Holders of restricted stock are entitled to dividend and distribution rights. All regular cash dividends on the awarded shares will be paid directly to the director on the dividend payment date. These awards follow a graded vesting schedule over approximately four years. Expense for awards with graded vesting is recognized under the accelerated recognition method, whereby each vesting is treated as a separate award with expense for each vesting recognized ratably over the requisite service period, and is recorded in Additional Paid-in Capital on our consolidated balance sheets. The awards are valued according to the determined value per share for our common stock at the date of grant. As part of their compensation plan, employees received phantom stock units under our Amended and Restated 2010 Long Term Incentive Plan. The value of the awards change in direct relation to the change in estimated value per share of our common stock, but the value is only paid in cash rather than in common stock. The phantom stock holders are entitled to receive distributions, which are recorded as expense when declared, but are not entitled to voting rights. All phantom stock awards were granted to our employees, who were former PELP employees, prior to the PELP transaction and a liability was assumed for these awards on the date of the transaction in the amount of $14.3 million in Accounts Payable and Other Liabilities on the combined balance sheets. Substantially all awards granted by PELP prior to 2016 contained a five-year cliff vesting provision. Beginning in 2016, substantially all phantom stock awards contain a four-year graded vesting provision, with expense being recognized using the straight-line method over the requisite service period. Expense for these awards is recorded in General and Administrative on our consolidated statements of operations. The following table summarizes our stock-based award activity during the year ended December 31, 2017 (number of units in thousands): Number of Restricted Stock Awards Number of Phantom Stock Units Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2016 10 — $ 10.20 Granted 10 — 10.20 Vested (2 ) — 10.20 Assumed — 2,450 10.20 Forfeited — (4 ) 10.20 Nonvested at December 31, 2017 18 2,446 $ 10.20 The liability for the phantom stock units as of December 31, 2017 , was $19.5 million . The expense for stock-based awards during the year ended December 31, 2017 , was $3.4 million , which included $1.3 million of expense recorded as a result of the change in our estimated value per share from $10.20 to $11.00 . The expense during the year ended December 31, 2016 , was immaterial. We had $8.9 million of unrecognized compensation costs related to these awards that we expect to recognize over a weighted average period of approximately two years . Subsequent to December 31, 2017 , approximately 0.8 million restricted shares were granted. In addition, there were approximately 0.4 million performance-based restricted shares granted. The total number of performance-based restricted shares that will vest in March 2021 depends on whether certain financial metrics are met during the vesting period. 401(k) Plan —We sponsor a 401(k) plan, which provides benefits for qualified employees. Our match of the employee contributions is discretionary and has a five-year vesting schedule. The cash contribution to the plan for the year ended December 31, 2017 , was approximately $154,000 . All employees who have attained the age of 21 are eligible the first day of the month following their date of hire. Employees are vested immediately with respect to employee contributions. |
Earnings Per Share (FY)
Earnings Per Share (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share | 11. EARNINGS PER SHARE We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing Net Loss Attributable to Stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. OP units held by limited partners other than us are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents, and have the potential to be exchanged for an equal number of shares of our common stock in accordance with the terms of the Partnership Agreement. The impact of OP units on basic and diluted EPS has been calculated using the two-class method whereby earnings are allocated to the OP units based on dividends declared and the units’ participation rights in undistributed earnings. The effects of the two-class method on basic and diluted EPS were immaterial to the consolidated financial statements as of June 30, 2018 and 2017 . The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the three and six months ended June 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator: Net loss attributable to stockholders - basic $ (11,351 ) $ (1,193 ) $ (12,951 ) $ (87 ) Net loss attributable to convertible OP units (1) (2,756 ) (28 ) (3,090 ) — Net loss attributable to stockholders and convertible noncontrolling interests - diluted $ (14,107 ) $ (1,221 ) $ (16,041 ) $ (87 ) Denominator: Weighted-average shares - basic 184,450 183,126 185,171 183,178 OP units (1) 44,453 2,785 44,453 2,785 Adjusted weighted-average shares - diluted 228,903 185,911 229,624 185,963 Earnings per common share: Net loss attributable to stockholders - basic and diluted $ (0.06 ) $ (0.01 ) $ (0.07 ) $ (0.00 ) (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 13 ), as well as units issued as part of the PELP transaction (Note 4 ), all of which are convertible into common shares. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for all years presented. As of June 30, 2018 , approximately 1.0 million unvested restricted stock awards granted to employees and directors were outstanding. These securities were anti-dilutive and, as a result, were excluded from the weighted-average common shares used to calculate diluted EPS. The unvested restricted stock awards outstanding at June 30, 2017 , were immaterial. There were 2.9 million unvested Class B units outstanding as of June 30, 2017 . As these units were unvested, they were not included in the diluted earnings per share calculation. We had no unvested Class B units outstanding as of June 30, 2018 . | 13. EARNINGS PER SHARE We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. OP units held by limited partners other than us, as well as previously held Class B units prior to the completion of the PELP transaction, are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents, and have the potential to be exchanged for an equal number of shares of our common stock in accordance with the terms of the Partnership Agreement. Phantom stock units are not considered participating securities, as they are not convertible into common stock. The impact of these Class B and OP units on basic and diluted EPS has been calculated using the two-class method whereby earnings are allocated to the Class B and OP units based on dividends declared and the units’ participation rights in undistributed earnings. The effects of the two-class method on basic and diluted EPS were immaterial to the consolidated financial statements as of December 31, 2017 , 2016 , and 2015 . Since the OP units are convertible, they were treated as potentially dilutive in the diluted earnings per share computations for the years ended December 31, 2017 , 2016 , and 2015 . There were 2.6 million and 2.1 million unvested Class B units outstanding as of December 31, 2016 and 2015, respectively. As these units were unvested, they were not included in the diluted earnings per share calculation. The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the years ended December 31, 2017 , 2016 , and 2015 (in thousands, except per share amounts): 2017 2016 2015 Numerator: Net (loss) income attributable to stockholders - basic $ (38,391 ) $ 8,932 $ 13,360 Net (loss) income attributable to convertible OP units (1) (3,470 ) 111 201 Net (loss) income - diluted $ (41,861 ) $ 9,043 $ 13,561 Denominator: Weighted-average shares - basic 183,784 183,876 183,678 Conversion of OP units (1) 12,713 2,785 2,716 Effect of dilutive restricted stock awards — 4 — Adjusted weighted-average shares - diluted 196,497 186,665 186,394 Earnings per common share: Basic and diluted $ (0.21 ) $ 0.05 $ 0.07 (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 15 ), as well as units issued as part of the PELP transaction (see Note 3 ), all of which are convertible into common shares. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Loss (Income) Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator because these OP units were included in the denominator for all years presented. As of December 31, 2017, 17,200 restricted stock awards were outstanding. These securities were anti-dilutive and, as a result, were excluded from the weighted-average common shares used to calculate diluted EPS. |
Related Party Revenue (FY)
Related Party Revenue (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Revenue Recognition | 14. RELATED PARTY REVENUE Fee revenues from our Investment Management segment are earned from the Managed Funds. We provide services to the Managed Funds, including asset acquisition and disposition decisions, asset management, operating and leasing of properties, construction management, and other general and administrative responsibilities. Services are currently provided under either advisory agreements or master property management and master services agreements (“Management Agreements”). Advisory agreements have a duration of one year and are renewed annually at the discretion of the respective boards of directors. Management Agreements have no defined term, but can be canceled by either party upon 30 days’ notice. Summarized below are the fees earned by and the expenses reimbursable to us from the related party Managed Funds during the year ended December 31, 2017 , all of which were earned following the PELP transaction (in thousands): REIT II REIT III NRP Other Parties Total Advisory Agreements Revenue: Acquisition fees $ 218 $ 519 $ — $ — $ 737 Asset management fees 2,878 59 105 49 3,091 Due diligence reimbursements 142 72 — — 214 Total advisory revenue $ 3,238 $ 650 $ 105 $ 49 $ 4,042 Management Agreements Revenue: Property management fees $ 1,518 $ 15 $ 230 $ 27 $ 1,790 Leasing commissions 782 15 196 16 1,009 Construction management fees 365 4 36 7 412 Other property management fees and reimbursements 339 69 65 77 550 Total property management revenue $ 3,004 $ 103 $ 527 $ 127 $ 3,761 Other Revenue: Insurance premiums $ 206 $ — $ — $ — $ 206 Advisory Agreements —Under our advisory agreements, we earn revenue for managing day-to-day activities and implementing the investment strategy for the Managed Funds. Acquisition Fee Fund Rate Payable Description REIT II 0.85% In cash upon completion Rate is based on contract purchase price, including acquisition expenses and any debt. REIT III 2.0% In cash upon completion Rate is based on contract purchase price, including acquisition expenses and any debt. During the public offering period for REIT III, we will receive an additional contingent advisor payment of 2.15% of the contract purchase price of each property or other real estate investment they acquire. Disposition fee Fund Rate Payable Description REIT II 1.7%, or up to 3.0% In cash upon completion Rate is lesser of 1.7% of contract sales price or one-half of the total commissions paid if a non-affiliated broker is also involved in the sale, not to exceed a competitive rate or 6%. REIT III 2.0% or up to 3.0% In cash upon completion Rate is lesser of 2% of contract sales price or one-half of the total commissions paid if a non-affiliated broker is also involved in the sale, not to exceed a competitive rate or 6%. Asset Management Fee and Subordinated Participation Fund Rate Payable Description REIT II 0.85% 80% in cash and 20% in Class B units, paid monthly One-twelfth of the rate is paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate is paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV. REIT III 1.0% Monthly in cash, partnership units, or common stock at our election One-twelfth of the rate is paid out monthly based on asset cost as of the last day of the preceding month. NRP 0.5%, or up to 1.0% Monthly An amount of one-twelfth of 0.5% of the aggregate capital contributions as of the first day of the quarterly period. Once an aggregate amount of the asset management fees received reaches $918K, the monthly amount is equal to one-twelfth of 1.0% of the invested equity. Management Agreements —Under our Management Agreements, we earn revenues for managing day-to-day activities at the properties of the Managed Funds. As property manager, we are to provide services including accounting, finance, and operations for which we receive a distinct fee based on a set percentage of gross cash receipts each month. Under the Management Agreements, we also serve as a leasing agent to the Managed Funds. For each new lease, lease renewal, and expansion, we receive a leasing commission. Leasing commissions are recognized as lease deals occur and are dependent on the terms of the lease. We assist in overseeing the construction of various improvements for Managed Funds, for which we receive a distinct fee based on a set percentage of total project cost calculated upon completion of construction. Because both parties in these contracts can cancel upon 30 days’ notice without penalties, their term is considered month-to-month. The Management Agreements have terms as follows: Fee Rate Payable Description Property Management 4.0% In cash, monthly Rate is applied to monthly cash receipts at a given property. Leasing Commissions various In cash upon completion An amount equal to the leasing fees charged by unaffiliated persons rendering comparable services in the same geographic location. Construction Management various In cash upon completion An amount equal to the fees charged by unaffiliated persons rendering comparable services in the same geographic location. Investment in Affiliates —As part of the PELP transaction we acquired interests in REIT II and REIT III. We account for our investment in REIT II as an available-for-sale security, and we account for our investment in REIT III under the equity method. As of December 31, 2017 , our investment in affiliates totaled approximately $202,000 and $700,000 in REIT II and REIT III, respectively. Related Party Receivables — 2017 REIT II and other related parties $ 1,551 REIT III 4,551 Total $ 6,102 Organizational and Offering Costs —Under the terms of the advisory agreement, we have incurred organizational and offering costs related to REIT III, all of which is recorded in Accounts Receivable - Affiliates on the consolidated balance sheets. Since REIT III’s initial public offering has not commenced, we have only charged REIT III organizational and offering costs related to its private placement, which was approximately $2.0 million as of December 31, 2017. The receivable amount of $4.6 million includes $3.9 million incurred by PELP, which was included as an assumed receivable in the net assets acquired as part of the PELP transaction. |
Related-Party Transactions (FY)
Related-Party Transactions (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 13. RELATED PARTY EXPENSE Economic Dependency —Prior to the completion of the PELP transaction, we were dependent on Phillips Edison NTR LLC (“PE-NTR”), Phillips Edison & Company Ltd. (the “Property Manager”), and their respective affiliates for certain services that were essential to us, including asset acquisition and disposition decisions, asset management, operating and leasing of our properties, and other general and administrative responsibilities. Upon closing of the transaction in October 2017, our management structure became internalized and our relationship with PE-NTR and the Property Manager was acquired. As a result, we no longer pay the fees listed below and had no outstanding unpaid amounts related to those fees as of June 30, 2018 or December 31, 2017. Advisory Agreement —PE-NTR and a previous advisor were entitled to specified fees and expenditure reimbursements for certain services, including managing our day-to-day activities and implementing our investment strategy under advisory agreements, as follows: • Asset management and subordinated participation fee paid out monthly in cash and/or Class B units; • Acquisition fee based on the cost of investments acquired/originated; • Acquisition expenses reimbursed related to selecting, evaluating, and acquiring assets; and • Disposition fee paid for substantial assistance in connection with the sale of a property. Summarized below are the fees earned by and the expenses reimbursable for the three and six months ended June 30, 2017 (in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Acquisition fees (1) $ 902 $ 1,050 Due diligence fees (1) 183 213 Asset management fees (2) 5,228 10,317 OP unit distributions (3) 465 925 Class B unit distributions (4) 473 911 Disposition fees 19 19 Total $ 7,270 $ 13,435 (1) The majority of acquisition and due diligence fees are capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity. (4) The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations. Property Management Agreement —Prior to the completion of the PELP transaction in October 2017, all of our real properties were managed and leased by the Property Manager, which was wholly-owned by PELP. The Property Manager was entitled to the following specified fees and expenditure reimbursements: • Property management fee based on monthly gross cash receipts from the properties managed; • Leasing commissions paid for leasing services rendered with respect to a particular property; • Construction management costs paid for construction management services rendered with respect to a particular property; and • Other expenses and reimbursement incurred by the Property Manager on our behalf. Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three and six months ended June 30, 2017 (in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Property management fees (1) $ 2,683 $ 5,269 Leasing commissions (2) 2,077 4,400 Construction management fees (2) 380 684 Other fees and reimbursements (3) 1,912 3,621 Total $ 7,052 $ 13,974 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year were expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, were capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating and General and Administrative on the consolidated statements of operations based on the nature of the expense. Other Related Party Matters —Under the terms of the advisory agreement, we have incurred organizational and offering costs related to REIT III. A portion of those costs were incurred by Griffin Capital Corporation (“Griffin sponsor”), a co-sponsor of REIT III. The Griffin sponsor owns a 25% interest and we own a 75% interest in the REIT III Advisor. As such, $0.9 million of the receivable we have from REIT III is reimbursable to the Griffin sponsor and is recorded in Accounts Payable - Affiliates on the consolidated balance sheets. Upon completion of the PELP transaction, we assumed PELP’s obligation as the limited guarantor for up to $200 million , capped at $50 million in most instances, of NRP’s debt. Our guarantee is limited to being the non-recourse carveout guarantor and the environmental indemnitor. | 15. RELATED PARTY EXPENSE Economic Dependency —Prior to the completion of the PELP transaction, we were dependent on PE-NTR, Phillips Edison & Company Ltd. (the “Property Manager”), and their respective affiliates for certain services that were essential to us, including asset acquisition and disposition decisions, asset management, operating and leasing of our properties, and other general and administrative responsibilities. Upon closing of the transaction on October 4, 2017, we now have an internalized management structure and our relationship with PE-NTR and the Property Manager was acquired. Advisory Agreement —PE-NTR and ARC were entitled to specified fees and expenditure reimbursements for certain services, including managing our day-to-day activities and implementing our investment strategy under advisory agreements. On September 1, 2017, in connection with the termination of ARC’s and PE-NTR’s fee-sharing arrangements (see Note 11 ), we entered into an amended advisory agreement (the “PE-NTR Agreement”). Under the PE-NTR Agreement, all fees payable to PE-NTR were decreased by 15% . Other than the foregoing, there were no material changes in the PE-NTR Agreement. Upon closing of the PELP transaction on October 4, 2017, the PE-NTR Agreement was terminated. As a result, we will no longer pay the fees listed below and had no outstanding unpaid amounts related to those fees as of December 31, 2017 . Asset Management Fee and Subordinated Participation Date Rate Payable Description January 1, 2015 through September 30, 2015 1.00% 80% in Class B units; 20% in cash One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV. October 1, 2015 through August 31, 2017 1.00% 80% in cash; 20% in Class B units One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV. September 1, 2017 through September 19, 2017 0.85% 80% in cash; 20% in Class B units One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV. September 20, 2017 through October 4, 2017 0.85% 100% in cash One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. The Class B units we issued for asset management services (and OP units converted from previously issued and vested Class B units) are entitled to receive distributions at the same rate as is paid to common stockholders. On September 1, 2017, pursuant to the PE-NTR Agreement, we redeemed all outstanding Class B units and OP units owned by ARC. Upon closing of the PELP transaction on October 4, 2017, the 2.7 million outstanding Class B units vested as a result of meeting the required economic hurdle, and were converted to OP units. As such, as of December 31, 2017 , we had no Class B units outstanding. As of December 31, 2016 , we had 2.6 million Class B units outstanding that had been issued for asset management services. Other Advisory Fees and Reimbursements Paid in Cash Fee Type Date Rate Description Acquisition fee January 1, 2015 through August 31, 2017 1.00% Equal to the product of (x) the rate by (y) the cost of investments we acquired or originated, including any debt attributable to such investments. September 1, 2017 through October 4, 2017 0.85% Acquisition expenses January 1, 2015 through October 4, 2017 N/A Reimbursements for direct expenses incurred related to selecting, evaluating, and acquiring assets on our behalf, including certain personnel costs. Disposition Fee January 1, 2015 through August 31, 2017 2.00% Fee paid for substantial assistance, as determined by the conflicts committee of our Board, in connection with the sale of properties or other investments. September 1, 2017 through October 4, 2017 1.70% Financing Fee January 1, 2015 through August 31, 2015 0.75% Fee paid on all amounts made available under any loan or line of credit. General and Administrative Expenses —As of December 31, 2016 , we owed PE-NTR approximately $ 43,000 for general and administrative expenses paid on our behalf. Summarized below are the fees earned by and the expenses reimbursable to PE-NTR and ARC for the years ended December 31, 2017 , 2016 , and 2015 . This table includes any related amounts unpaid as of December 31, 2016 , except for unpaid general and administrative expenses, which we disclose above (in thousands): For the Year Ended December 31, Unpaid as of December 31, 2017 2016 2015 2016 Acquisition fees (1) $ 1,344 $ 2,342 $ 1,247 $ — Acquisition expenses (1) 583 464 208 29 Asset management fees (2) 15,573 19,239 4,601 1,687 OP units distribution (3) 1,373 1,866 1,820 158 Class B unit distribution (4) 1,409 1,576 625 148 Financing fees — — 3,228 — Disposition fees (5) 19 745 47 — Total $ 20,301 $ 26,232 $ 11,776 $ 2,022 (1) Prior to January 1, 2017, acquisition and due diligence fees were recorded on our consolidated statements of operations. The majority of these costs are now capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) The distributions paid to OP unit holders represent amounts paid prior to the PELP transaction. Subsequent to that date, our relationship with PE-NTR was acquired. Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity. (4) The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations and exclude the reclassification of prior distributions to Noncontrolling Interests on our consolidated statements of operations. (5) Disposition fees are presented as Other Income, Net on the consolidated statements of operations. Property Management Agreement —Prior to the completion of the PELP transaction, all of our real properties were managed and leased by the Property Manager, which was wholly-owned by PELP. The Property Manager also managed real properties owned by Phillips Edison affiliates and other third parties. Upon closing of the transaction on October 4, 2017, our agreement with the Property Manager was terminated. As a result, we will no longer pay the fees listed below and had no outstanding unpaid amounts related to those fees as of December 31, 2017 . Property Manager Fees and Reimbursements Paid in Cash Fee Type Rate Description Property Management 4.00% Equal to the product of (x) the monthly gross cash receipts from the properties managed by (y) the rate. Leasing Commissions Market Rate Paid for leasing services rendered with respect to a particular property, primarily if a tenant exercised an option to extend an existing lease. Construction Management Market Rate Paid for construction management services rendered with respect to a particular property. Other Expenses and Reimbursements N/A Costs and expenses incurred by the Property Manager on our behalf, including employee compensation, legal, travel, and other out-of-pocket expenses that were directly related to the management of specific properties and corporate matters, as well as fees and expenses of third-party accountants. Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the years ended December 31, 2017 , 2016 , and 2015 , and any related amounts unpaid as of December 31, 2017 and 2016 (in thousands): For the Year Ended December 31, Unpaid as of December 31, 2017 2016 2015 2016 Property management fees (1) $ 8,360 $ 9,929 $ 9,108 $ 840 Leasing commissions (2) 6,670 7,701 7,316 705 Construction management fees (2) 1,367 1,127 1,117 165 Other fees and reimbursements (3) 6,234 5,627 5,533 796 Total $ 22,631 $ 24,384 $ 23,074 $ 2,506 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year are expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, are capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating, General and Administrative, and Transaction Expenses on the consolidated statements of operations based on the nature of the expense. Other Related Party Matters —Under the terms of the advisory agreement, we have incurred organizational and offering costs related to REIT III. A portion of those costs were incurred by Griffin Capital Corporation (“Griffin sponsor”), a co-sponsor of REIT III. The Griffin sponsor owns a 25% interest and we own a 75% interest in the REIT III Advisor. As such, $1.4 million of the receivable we have from REIT III is reimbursable to the Griffin sponsor and is recorded in Accounts Payable - Affiliates on the consolidated balance sheets. Upon completion of the PELP transaction, we assumed PELP’s obligation as the limited guarantor for up to $200 million , capped at $50 million in most instances, of NRP’s debt. Our guarantee is limited to being the non-recourse carveout guarantor and the environmental indemnitor. |
Operating Leases (FY)
Operating Leases (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Operating [Abstract] | |
Operating Leases | 16. OPERATING LEASES The terms and expirations of our operating leases with our tenants vary. The lease agreements frequently contain options to extend the terms of leases and other terms and conditions as negotiated. We retain substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Approximate future rental income to be received under noncancelable operating leases in effect as of December 31, 2017 , assuming no new or renegotiated leases or option extensions on lease agreements, is as follows (in thousands): Year Amount 2018 $ 270,880 2019 242,613 2020 212,708 2021 178,096 2022 145,745 2023 and thereafter 429,545 Total $ 1,479,587 No single tenant comprised 10% or more of our aggregate annualized base rent as of December 31, 2017 . As of December 31, 2017 , our real estate investments in Florida represented 12.8% of our ABR. As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse economic or weather developments in the Florida real estate market. |
Fair Value Measurements (FY)
Fair Value Measurements (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 14. FAIR VALUE MEASUREMENTS The following describes the methods we use to estimate the fair value of our financial and nonfinancial assets and liabilities: Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, and Accounts Payable —We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization. Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, were allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management. Debt Obligations —We estimate the fair value of our debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. The following is a summary of borrowings as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Fair value $ 1,820,280 $ 1,765,151 Recorded value (1) 1,852,500 1,823,040 (1) Recorded value does not include deferred financing costs of $14.0 million and $16.0 million as of June 30, 2018 and December 31, 2017 , respectively. Recurring Fair Value Measurements —Our earn-out liability and interest rate swaps are measured and recognized at fair value on a recurring basis. The fair value measurements of those assets and liabilities as of June 30, 2018 and December 31, 2017 , were as follows (in thousands): June 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 34,839 $ — $ — $ 16,496 $ — Interest rate swap-mortgage note (1) — — — — (61 ) — Earn-out liability (2) — — (39,500 ) — — (38,000 ) (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. (2) The estimated fair value of the earn-out is presented in Accounts Payable and Other Liabilities on the consolidated balance sheets. We will continue to estimate the fair value of this earn-out liability at each reporting date during the contingency period and record any changes on our consolidated statements of operations. Earn-out —The terms of the PELP transaction include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued to PELP as additional consideration if certain milestones are achieved. The milestones are related to a liquidity event for our shareholders and fundraising targets in REIT III, of which PELP was a co-sponsor. We estimate the fair value of this liability using weighted-average probabilities of likely outcomes. These estimates require us to make various assumptions about future share prices, timing of liquidity events, equity raise projections, and other items that are unobservable and are considered Level 3 inputs in the fair value hierarchy. In calculating the fair value of this liability, we have determined that the most likely range of potential outcomes includes a possibility of no additional OP units issued as well as up to 9 million out of the maximum 12.5 million units being issued. Derivative Instruments— As of June 30, 2018 and December 31, 2017 , we had interest rate swaps that fixed LIBOR on portions of our unsecured term loan facilities. For a more detailed discussion of these cash flow hedges, see Note 8 . All interest rate swap agreements are measured at fair value on a recurring basis. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of ASC 820, Fair Value Measurement , we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, as of June 30, 2018 and December 31, 2017 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Nonrecurring Fair Value Measurements —Our real estate assets are measured and recognized at fair value on a nonrecurring basis dependent upon when we determine an impairment has occurred (see Note 5 ). We did not have any impaired real estate assets as of December 31, 2017 . The fair value measurement of our impaired real estate asset as of June 30, 2018 , was as follows (in thousands): June 30, 2018 Level 1 Level 2 Level 3 Impaired real estate asset $ — $ 5,300 $ — | 17. FAIR VALUE MEASUREMENTS The following describes the methods we use to estimate the fair value of our financial and nonfinancial assets and liabilities: Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, and Accounts Payable —We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization. Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, were allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management. Mortgages and Loans Payable —We estimate the fair value of our debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. The following is a summary of borrowings as of December 31, 2017 and 2016 (in thousands): 2017 2016 Fair value $ 1,765,151 $ 1,056,990 Recorded value (1) 1,823,040 1,065,180 (1) Recorded value does not include net deferred financing costs of $16.0 million and $9.0 million as of December 31, 2017 and 2016 , respectively. Recurring Fair Value Measurements Our earn-out liability and interest rate swaps are measured and recognized at fair value on a recurring basis. The fair value measurements of those assets and liabilities as of December 31, 2017 and 2016 , were as follows (in thousands): 2017 2016 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 16,496 $ — $ — $ 11,916 $ — Interest rate swap-mortgage note (1) — (61 ) — — (262 ) — Earn-out liability — — (38,000 ) — — — (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. Earn-out —The terms of the PELP transaction include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued to PELP as additional consideration if certain milestones are achieved. The milestones are related to a liquidity event for our shareholders and fundraising targets in REIT III, of which PELP was a co-sponsor. We estimate the fair value of this liability using weighted-average probabilities of likely outcomes. These estimates require us to make various assumptions about future share prices, timing of liquidity events, equity raise projections, and other items that are unobservable and are considered Level 3 inputs in the fair value hierarchy. In calculating the fair value of this liability, we have determined that the range of potential outcomes still includes a possibility of no additional OP units issued as well as the maximum 12.5 million units being issued. As of December 31, 2017 , the fair value of this liability was estimated to be $38 million . Derivative Instruments —As of December 31, 2017 and 2016 , we had interest rate swaps that fixed LIBOR on portions of our unsecured term loan facilities. For a more detailed discussion of these cash flow hedges, see Note 8 . As of December 31, 2017 and 2016 , we were also party to an interest rate swap that fixed the variable interest rate on $10.7 million and $11.0 million , respectively, of one of our mortgage notes. The change in fair value of this instrument is recorded in Other Income, Net on the consolidated statements of operations and was not material for the years ended December 31, 2017 and 2016 . All interest rate swap agreements are measured at fair value on a recurring basis. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of ASC 820, Fair Value Measurement , we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, as of December 31, 2017 and 2016 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. |
Segment Reporting (FY)
Segment Reporting (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | ||
Segment Information | 15. SEGMENT INFORMATION As of June 30, 2018 , we operated through two business segments: Owned Real Estate and Investment Management. Prior to the completion of the PELP transaction in October 2017, we only operated through the Owned Real Estate segment. As a result, we did not report any segment disclosures for the three and six months ended June 30, 2017 . We generate revenues and Segment Profit as follows: • Owned Real Estate: Our business objective is to own and operate well-occupied grocery-anchored shopping centers that generate cash flows to support distributions to our shareholders with the potential for capital appreciation. We typically invest in neighborhood shopping centers (generally containing less than 125,000 leasable square feet) located in attractive demographic markets throughout the United States where our management believes our fully integrated operating platform can add value. Through this segment, we own a diversified portfolio of shopping centers subject to long-term net leases with creditworthy tenants in the grocery, retail, restaurant, and service industries. As of June 30, 2018 , we owned 235 properties. • Investment Management: Through this segment, we are responsible for managing the day-to-day affairs of the Managed Funds, identifying and making acquisitions and investments on their behalf, maintaining and operating their real properties, and recommending an approach for providing investors of the Managed Funds with liquidity. We generate revenues by providing asset management and property management services, such as revenues from leasing, acquisition, construction, and disposition services (see Note 12 ). Our chief operating decision makers rely primarily on Segment Profit and similar measures to make decisions regarding allocating resources and assessing segment performance. We allocate certain operating expenses, such as employee-related costs and benefits, to our segments. Items not directly attributable to our Owned Real Estate or Investment Management segments are allocated to corporate general and administrative expenses, which is a reconciling item. The table below compares Segment Profit for each of our operating segments and reconciles total Segment Profit to Net Loss for the three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Owned Real Estate Investment Management Total Owned Real Estate Investment Management Total Total revenues $ 94,899 $ 9,274 $ 104,173 $ 189,253 $ 18,119 $ 207,372 Property operating expenses (14,058 ) (2,843 ) (16,901 ) (29,516 ) (5,500 ) (35,016 ) Real estate tax expenses (13,076 ) (250 ) (13,326 ) (26,038 ) (435 ) (26,473 ) General and administrative expenses (804 ) (3,420 ) (4,224 ) (1,229 ) (6,043 ) (7,272 ) Segment profit $ 66,961 $ 2,761 69,722 $ 132,470 $ 6,141 138,611 Corporate general and administrative expenses (9,226 ) (16,639 ) Depreciation and amortization (46,385 ) (92,812 ) Impairment of real estate assets (10,939 ) (10,939 ) Interest expense, net (17,051 ) (33,830 ) Other expense, net (197 ) (304 ) Net loss $ (14,076 ) $ (15,913 ) | 18. SEGMENT INFORMATION As of December 31, 2017 , we operated through two business segments: Owned Real Estate and Investment Management. Prior to the completion of the PELP transaction on October 4, 2017, we only operated through the Owned Real Estate segment. As a result, we did not report any segment disclosures for the years ended December 31, 2016 and 2015. We generate revenues and segment profit from our segments as follows: • Owned Real Estate: Our business objective is to own and operate well-occupied grocery-anchored shopping centers that generate cash flows to support distributions to our shareholders with the potential for capital appreciation. We typically invest in neighborhood shopping centers (generally containing less than 125,000 leasable square feet) located in attractive demographic markets throughout the United States where our management believes our fully integrated operating platform can add value. Through this segment, we own a diversified portfolio of shopping centers subject to long-term net leases with creditworthy tenants in the grocery, retail, restaurant, and service industries. As of December 31, 2017 , we owned 236 properties. • Investment Management: Through this segment, we are responsible for managing the day-to-day affairs of the Managed Funds, identifying and making acquisitions and investments on their behalf, maintaining and operating their real properties, and recommending to the respective boards of directors an approach for providing investors of the Managed Funds with liquidity. We generate revenues by providing asset management and property management services, in addition to revenues from leasing, acquisition, construction, and disposition services (see Note 14 ). Our chief operating decision makers rely primarily on segment profit and similar measures to make decisions regarding allocating resources and assessing segment performance. We allocate certain operating expenses, such as employee related costs and benefits, to our segments. Items not directly attributable to our Owned Real Estate or Investment Management segments are allocated to corporate general and administrative expenses, which is a reconciling item. The table below compares segment profit for each of our operating segments and reconciles total segment profit to Net Loss for the year ended December 31, 2017 (in thousands): 2017 Owned Real Estate Investment Management Total Total revenues $ 303,410 $ 8,133 $ 311,543 Property operating expenses (50,328 ) (3,496 ) (53,824 ) Real estate tax expenses (43,247 ) (209 ) (43,456 ) General and administrative expenses (3,403 ) (2,875 ) (6,278 ) Segment profit $ 206,432 $ 1,553 207,985 Corporate general and administrative expenses (30,070 ) Vesting of Class B units for asset management services (24,037 ) Termination of affiliate arrangements (5,454 ) Depreciation and amortization (130,671 ) Interest expense, net (45,661 ) Acquisition expenses (530 ) Transaction expenses (15,713 ) Other income, net 2,433 Net loss $ (41,718 ) The table below summarizes the total assets and capital expenditures for each of our operating segments as of December 31, 2017 (in thousands): 2017 Assets: Owned Real Estate $ 3,388,080 Investment Management 90,236 Total segment assets 3,478,316 Reconciling items: Cash and cash equivalents 5,716 Restricted cash 21,729 Corporate headquarters and other assets 20,321 Total assets $ 3,526,082 Capital Expenditures: Owned Real Estate $ 41,009 Investment Management 1,137 Total capital expenditures $ 42,146 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data (Unaudited) | 19. QUARTERLY FINANCIAL DATA (UNAUDITED) The following is a summary of the unaudited quarterly financial information for the years ended December 31, 2017 and 2016 . We believe that all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly, and in accordance with GAAP, the selected quarterly information. 2017 (in thousands, except per share amounts) First Quarter Second Quarter Third Quarter (1) Fourth Quarter (2) Total revenue $ 68,303 $ 69,851 $ 70,624 $ 102,765 Net income (loss) attributable to stockholders 1,106 (1,193 ) (8,232 ) (30,072 ) Net income (loss) per share - basic and diluted 0.01 (0.01 ) (0.04 ) (0.17 ) (1) The net loss in the third quarter was primarily due to expenses related to the PELP transaction and the termination of our relationship with ARC. (2) The increases in revenue and net loss in the fourth quarter were primarily associated with the PELP transaction. 2016 (in thousands, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 63,082 $ 63,053 $ 65,270 $ 66,325 Net income attributable to stockholders 2,219 560 2,464 3,689 Net income per share - basic and diluted 0.01 0.00 0.01 0.02 |
Subsequent Events (FY)
Subsequent Events (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 16. SUBSEQUENT EVENTS Distributions —Distributions paid to stockholders and OP unit holders of record subsequent to June 30, 2018 , were as follows (in thousands): Month Date of Record Distribution Rate Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution June 6/15/2018 $0.05583344 7/2/2018 $ 12,672 $ 3,962 $ 8,710 July 7/16/2018 $0.05583344 8/1/2018 12,439 — 12,439 In August 2018 our Board authorized distributions for September, October, and November 2018 to the stockholders of record at the close of business on September 17, 2018, October 15, 2018, and November 15 2018, respectively, equal to a monthly amount of $0.05583344 per share of common stock. OP unit holders will receive distributions at the same rate as common stockholders. | 20. SUBSEQUENT EVENTS Distributions — Distributions paid to stockholders and OP unit holders of record subsequent to December 31, 2017 , were as follows (in thousands): Month Date of Record Distribution Rate Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution December 12/1/2017 - 12/31/2017 $0.00183562 1/2/2018 $ 13,017 $ 4,354 $ 8,663 January 1/16/2018 $0.05583344 2/1/2018 12,789 4,228 8,561 February 2/15/2018 $0.05583344 3/1/2018 12,807 4,186 8,621 In February 2018 our Board authorized distributions for March, April, and May 2018 to the stockholders of record at the close of business on March 15, 2018, April 16, 2018, and May 15, 2018, respectively, equal to a monthly amount of $0.05583344 per share of common stock. OP unit holders will receive distributions at the same rate as common stockholders. Beginning January 1, 2018, we pay distributions to stockholders and OP unit holders based on monthly record dates. We expect to pay these distributions on the first business day after the end of each month. The 2018 monthly distribution rate is currently at the same annual distribution rate as 2017. Acquisitions — Subsequent to December 31, 2017 , we executed the following asset acquisition (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $8,400 135,437 71.3% Grocer Bankruptcy —On March 21, 2018, Southeastern Grocers, the parent company of Winn Dixie and Bi-Lo, filed for bankruptcy. We have eight grocery stores operated by subsidiaries of Southeastern Grocers in our portfolio. We do not expect this bankruptcy to have a material impact on our consolidated financial statements. |
Schedule III - Real Estate Asse
Schedule III - Real Estate Assets and Accumulated Depreciation (FY) | 12 Months Ended |
Dec. 31, 2017 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III-Real Estate Assets and Accumulated Depreciation | SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION As of December 31, 2017 (in thousands) Initial Cost (1) Cost Capitalized Subsequent to Acquisition Gross Amount Carried at End of Period (2)(3) Property Name City, State Encumbrances Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired Lakeside Plaza Salem, VA $ — $ 3,344 $ 5,247 $ 254 $ 3,398 $ 5,447 $ 8,845 $ 2,079 1988 12/10/2010 Snow View Plaza Parma, OH — 4,104 6,432 467 4,293 6,710 11,003 2,923 1981/2008 12/15/2010 St. Charles Plaza Haines City, FL — 4,090 4,399 212 4,105 4,596 8,701 2,093 2007 6/10/2011 Centerpoint Easley, SC — 2,404 4,361 960 2,749 4,976 7,725 1,680 2002 10/14/2011 Southampton Village Tyrone, GA — 2,670 5,176 901 2,826 5,921 8,747 1,917 2003 10/14/2011 Burwood Village Center Glen Burnie, MD — 5,447 10,167 356 5,584 10,386 15,970 3,623 1971 11/9/2011 Cureton Town Center Waxhaw, NC — 5,896 6,197 974 5,655 7,412 13,067 2,729 2006 12/29/2011 Tramway Crossing Sanford, NC — 2,016 3,070 639 2,314 3,411 5,725 1,373 1996/2000 2/23/2012 Westin Centre Fayetteville, NC — 2,190 3,499 555 2,438 3,806 6,244 1,463 1996/1999 2/23/2012 The Village at Glynn Place Brunswick, GA — 5,202 6,095 388 5,268 6,417 11,685 2,994 1996 4/27/2012 Meadowthorpe Shopping Center Lexington, KY — 4,093 4,185 492 4,380 4,390 8,770 1,692 1989/2008 5/9/2012 New Windsor Marketplace Windsor, CO — 3,867 1,329 443 4,038 1,601 5,639 837 2003 5/9/2012 Vine Street Square Kissimmee, FL — 7,049 5,618 368 7,076 5,959 13,035 2,355 1996/2011 6/4/2012 Northtowne Square Gibsonia, PA — 2,844 7,210 598 3,330 7,322 10,652 3,047 1993 6/19/2012 Brentwood Commons Bensenville, IL — 6,106 8,025 886 6,145 8,872 15,017 2,693 1981/2001 7/5/2012 Sidney Towne Center Sidney, OH — 1,430 3,802 1,193 1,953 4,472 6,425 1,752 1981/2007 8/2/2012 Broadway Plaza Tucson, AZ 6,198 4,979 7,169 1,008 5,433 7,723 13,156 2,660 1982-1995 8/13/2012 Richmond Plaza Augusta, GA — 7,157 11,244 1,357 7,433 12,325 19,758 4,010 1980/2009 8/30/2012 Publix at Northridge Sarasota, FL — 5,671 5,632 350 5,753 5,900 11,653 1,845 2003 8/30/2012 Baker Hill Center Glen Ellyn, IL — 7,068 13,737 1,240 7,229 14,816 22,045 3,957 1998 9/6/2012 New Prague Commons New Prague, MN — 3,248 6,605 146 3,360 6,639 9,999 1,858 2008 10/12/2012 Brook Park Plaza Brook Park, OH 947 2,545 7,594 548 2,737 7,950 10,687 2,389 2001 10/23/2012 Heron Creek Towne Center North Port, FL — 4,062 4,082 168 4,102 4,210 8,312 1,388 2001 12/17/2012 Quartz Hill Towne Centre Lancaster, CA — 6,352 13,529 301 6,482 13,700 20,182 3,385 1991/2012 12/26/2012 Hilfiker Square Salem, OR — 2,455 4,750 50 2,498 4,757 7,255 1,089 1984/2011 12/28/2012 Village One Plaza Modesto, CA — 5,166 18,752 486 5,223 19,181 24,404 3,896 2007 12/28/2012 Butler Creek Acworth, GA — 3,925 6,129 929 4,251 6,732 10,983 1,889 1989 1/15/2013 Fairview Oaks Ellenwood, GA — 3,563 5,266 274 3,714 5,389 9,103 1,503 1996 1/15/2013 Grassland Crossing Alpharetta, GA — 3,680 5,791 687 3,790 6,368 10,158 1,794 1996 1/15/2013 Hamilton Ridge Buford, GA — 4,054 7,168 534 4,163 7,593 11,756 2,047 2002 1/15/2013 Mableton Crossing Mableton, GA — 4,426 6,413 932 4,591 7,180 11,771 1,927 1997 1/15/2013 The Shops at Westridge McDonough, GA — 2,788 3,901 461 2,807 4,343 7,150 1,239 2006 1/15/2013 Fairlawn Town Centre Fairlawn, OH — 10,397 29,005 2,042 10,928 30,516 41,444 8,232 1962/1996 1/30/2013 Macland Pointe Marietta, GA — 3,450 5,364 825 3,720 5,919 9,639 1,712 1992 2/13/2013 Murray Landing Irmo, SC — 2,927 6,856 1,339 3,160 7,962 11,122 1,730 2003 3/21/2013 SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION As of December 31, 2017 (in thousands) Initial Cost (1) Cost Capitalized Subsequent to Acquisition Gross Amount Carried at End of Period (2)(3) Property Name City, State Encumbrances Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired Vineyard Center Tallahassee, FL — 2,761 4,221 276 2,817 4,441 7,258 1,126 2002 3/21/2013 Kleinwood Center Spring, TX — 11,477 18,954 848 11,593 19,686 31,279 4,763 2003 3/21/2013 Lutz Lake Crossing Lutz, FL — 2,636 6,601 314 2,719 6,832 9,551 1,483 2002 4/4/2013 Publix at Seven Hills Spring Hill, FL — 2,171 5,642 560 2,407 5,966 8,373 1,360 1991/2006 4/4/2013 Hartville Centre Hartville, OH — 2,069 3,692 1,335 2,383 4,713 7,096 1,167 1988/2008 4/23/2013 Sunset Center Corvallis, OR — 7,933 14,939 647 7,998 15,521 23,519 3,357 1998/2000 5/31/2013 Savage Town Square Savage, MN — 4,106 9,409 227 4,230 9,512 13,742 2,144 2003 6/19/2013 Northcross Austin, TX — 30,725 25,627 900 30,913 26,339 57,252 5,691 1975/2006/2010 6/24/2013 Glenwood Crossing Kenosha, WI — 1,872 9,914 419 1,938 10,267 12,205 1,906 1992 6/27/2013 Pavilions at San Mateo Albuquerque, NM — 6,471 18,725 754 6,649 19,301 25,950 3,886 1997 6/27/2013 Shiloh Square Kennesaw, GA — 4,685 8,728 1,094 4,804 9,703 14,507 2,025 1996/2003 6/27/2013 Boronda Plaza Salinas, CA — 9,027 11,870 424 9,128 12,193 21,321 2,430 2003/2006 7/3/2013 Westwoods Shopping Center Arvada, CO — 3,706 11,115 379 3,946 11,254 15,200 2,287 2003 8/8/2013 Paradise Crossing Lithia Springs, GA — 2,204 6,064 574 2,360 6,482 8,842 1,341 2000 8/13/2013 Contra Loma Plaza Antioch, CA — 2,846 3,926 1,483 3,430 4,825 8,255 881 1989 8/19/2013 South Oaks Plaza St. Louis, MO — 1,938 6,634 363 2,020 6,915 8,935 1,338 1969/1987 8/21/2013 Yorktown Centre Erie, PA — 3,736 15,395 1,136 3,988 16,279 20,267 3,788 1989/2013 8/30/2013 Stockbridge Commons Fort Mill, SC — 4,818 9,281 427 4,910 9,616 14,526 2,015 2003/2012 9/3/2013 Dyer Crossing Dyer, IN 9,810 6,017 10,214 359 6,148 10,442 16,590 2,178 2004/2005 9/4/2013 East Burnside Plaza Portland, OR — 2,484 5,422 83 2,554 5,435 7,989 884 1955/1999 9/12/2013 Red Maple Village Tracy, CA — 9,250 19,466 288 9,384 19,620 29,004 3,256 2009 9/18/2013 Crystal Beach Plaza Palm Harbor, FL — 2,335 7,918 423 2,400 8,276 10,676 1,553 2010 9/25/2013 CitiCentre Plaza Carroll, IA — 770 2,530 251 982 2,569 3,551 605 1991/1995 10/2/2013 Duck Creek Plaza Bettendorf, IA — 4,611 13,007 991 5,102 13,507 18,609 2,613 2005/2006 10/8/2013 Cahill Plaza Inver Grove Heights, MN — 2,587 5,113 560 2,876 5,384 8,260 1,110 1995 10/9/2013 Pioneer Plaza Springfield, OR — 4,948 5,680 456 5,117 5,967 11,084 1,275 1989/2008 10/18/2013 Fresh Market Normal, IL — 4,459 17,773 443 4,746 17,929 22,675 2,106 2002 10/22/2013 Courthouse Marketplace Virginia Beach, VA — 6,131 8,061 846 6,388 8,650 15,038 1,671 2005 10/25/2013 Hastings Marketplace Hastings, MN — 3,980 10,044 273 4,118 10,179 14,297 2,012 2002 11/6/2013 Shoppes of Paradise Lakes Miami, FL 5,484 5,811 6,019 411 6,037 6,204 12,241 1,409 1999 11/7/2013 Coquina Plaza Davie, FL 6,715 9,458 11,770 406 9,512 12,122 21,634 2,262 1998 11/7/2013 Butler’s Crossing Watkinsville, GA — 1,338 6,682 783 1,395 7,408 8,803 1,422 1997 11/7/2013 Lakewood Plaza Spring Hill, FL — 4,495 10,028 655 4,534 10,644 15,178 2,306 1993/1997 11/7/2013 SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION As of December 31, 2017 (in thousands) Initial Cost (1) Cost Capitalized Subsequent to Acquisition Gross Amount Carried at End of Period (2)(3) Property Name City, State Encumbrances Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired Collington Plaza Bowie, MD — 12,207 15,142 540 12,379 15,510 27,889 2,744 1996 11/21/2013 Golden Town Center Golden, CO — 7,066 10,166 1,265 7,305 11,192 18,497 2,239 1993/2003 11/22/2013 Northstar Marketplace Ramsey, MN — 2,810 9,204 482 2,848 9,648 12,496 1,921 2004 11/27/2013 Bear Creek Plaza Petoskey, MI — 5,677 17,611 115 5,737 17,666 23,403 3,398 1998/2009 12/19/2013 Flag City Station Findlay, OH — 4,685 9,630 411 4,775 9,951 14,726 2,119 1992 12/19/2013 Southern Hills Crossing Moraine, OH — 778 1,481 53 801 1,511 2,312 357 2002 12/19/2013 Sulphur Grove Huber Heights, OH — 553 2,142 129 605 2,219 2,824 399 2004 12/19/2013 East Side Square Springfield, OH — 394 963 64 407 1,014 1,421 236 2007 12/19/2013 Hoke Crossing Clayton, OH — 481 1,059 220 509 1,251 1,760 239 2006 12/19/2013 Town & Country Shopping Center Noblesville, IN — 7,360 16,269 266 7,371 16,524 23,895 3,474 1998 12/19/2013 Sterling Pointe Center Lincoln, CA — 7,038 20,822 1,101 7,255 21,706 28,961 3,373 2004 12/20/2013 Southgate Shopping Center Des Moines, IA — 2,434 8,357 623 2,760 8,654 11,414 1,729 1972/2013 12/20/2013 Arcadia Plaza Phoenix, AZ — 5,774 6,904 494 5,901 7,271 13,172 1,400 1980 12/30/2013 Stop & Shop Plaza Enfield, CT 12,385 8,892 15,028 793 9,202 15,511 24,713 2,939 1988 12/30/2013 Fairacres Shopping Center Oshkosh, WI — 3,542 5,190 395 3,776 5,351 9,127 1,303 1992/2013 1/21/2014 Savoy Plaza Savoy, IL — 4,304 10,895 448 4,373 11,274 15,647 2,264 1999/2007 1/31/2014 The Shops of Uptown Park Ridge, IL — 7,744 16,884 537 7,857 17,308 25,165 2,700 2006 2/25/2014 Chapel Hill North Chapel Hill, NC 7,196 4,776 10,190 783 5,009 10,740 15,749 2,034 1998 2/28/2014 Winchester Gateway Winchester, VA — 9,342 23,468 1,659 9,548 24,921 34,469 4,037 2006 3/5/2014 Stonewall Plaza Winchester, VA — 7,929 16,642 605 7,954 17,222 25,176 2,911 2007 3/5/2014 Coppell Market Center Coppell, TX 12,359 4,869 12,237 89 4,917 12,278 17,195 2,038 2008 3/5/2014 Harrison Pointe Cary, NC — 10,006 11,208 422 10,155 11,481 21,636 2,718 2002 3/11/2014 Town Fair Center Louisville, KY — 8,108 14,411 2,712 8,339 16,892 25,231 3,162 1988/1994 3/12/2014 Villages at Eagles Landing Stockbridge, GA 2,096 2,824 5,515 538 2,940 5,937 8,877 1,311 1995 3/13/2014 Towne Centre at Wesley Chapel Wesley Chapel, FL — 2,465 5,554 201 2,574 5,646 8,220 1,063 2000 3/14/2014 Dean Taylor Crossing Suwanee, GA — 3,903 8,192 181 3,995 8,281 12,276 1,707 2000 3/14/2014 Champions Gate Village Davenport, FL — 1,813 6,060 211 1,880 6,204 8,084 1,225 2001 3/14/2014 Goolsby Pointe Riverview, FL — 4,131 5,341 284 4,169 5,587 9,756 1,183 2000 3/14/2014 Statler Square Staunton, VA 7,636 4,108 9,072 743 4,523 9,400 13,923 1,827 1989 3/21/2014 Burbank Plaza Burbank, IL — 2,971 4,546 3,110 3,477 7,150 10,627 1,153 1972/1995 3/25/2014 Hamilton Village Chattanooga, TN — 11,691 18,968 1,508 12,234 19,933 32,167 3,956 1989 4/3/2014 Waynesboro Plaza Waynesboro, VA — 5,597 8,334 102 5,642 8,391 14,033 1,593 2005 4/30/2014 Southwest Marketplace Las Vegas, NV — 16,019 11,270 2,064 16,080 13,273 29,353 2,336 2008 5/5/2014 SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION As of December 31, 2017 (in thousands) Initial Cost (1) Cost Capitalized Subsequent to Acquisition Gross Amount Carried at End of Period (2)(3) Property Name City, State Encumbrances Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired Hampton Village Taylors, SC — 5,456 7,254 2,580 5,741 9,549 15,290 1,776 1959/1998 5/21/2014 Central Station Louisville, KY — 6,144 6,931 1,451 6,380 8,146 14,526 1,446 2005/2007 5/23/2014 Kirkwood Market Place Houston, TX — 5,786 9,697 392 5,897 9,978 15,875 1,607 1979/2008 5/23/2014 Fairview Plaza New Cumberland, PA — 2,787 8,500 186 2,879 8,594 11,473 1,343 1992/1999 5/27/2014 Broadway Promenade Sarasota, FL — 3,832 6,795 176 3,863 6,940 10,803 1,067 2007 5/28/2014 Townfair Shopping Center Indiana, PA 14,142 7,007 13,233 1,049 7,190 14,099 21,289 2,421 1995/2010 5/29/2014 Deerwood Lake Commons Jacksonville, FL — 2,198 8,878 431 2,290 9,217 11,507 1,400 2003 5/30/2014 Heath Brook Commons Ocala, FL — 3,470 8,353 340 3,528 8,635 12,163 1,399 2002 5/30/2014 Park View Square Miramar, FL — 5,701 9,303 415 5,737 9,682 15,419 1,547 2003 5/30/2014 St. Johns Commons Jacksonville, FL — 1,599 10,387 553 1,731 10,808 12,539 1,620 2003 5/30/2014 West Creek Commons Coconut Creek, FL 6,079 7,404 12,710 590 7,526 13,178 20,704 1,821 2003 5/30/2014 Lovejoy Village Jonesboro, GA — 1,296 7,029 550 1,352 7,523 8,875 1,118 2001 6/3/2014 The Orchards Yakima, WA — 5,425 8,743 269 5,596 8,841 14,437 1,480 2002 6/3/2014 Hannaford Plaza Waltham, MA — 4,614 7,903 228 4,715 8,030 12,745 1,139 1950/1993 6/23/2014 Shaw’s Plaza Easton Easton, MA — 5,520 7,173 412 5,727 7,378 13,105 1,323 1984/2004 6/23/2014 Shaw’s Plaza Hanover Hanover, MA — 2,826 5,314 10 2,826 5,324 8,150 855 1994 6/23/2014 Cushing Plaza Cohasset, MA — 5,752 14,796 345 6,029 14,864 20,893 2,071 1997 6/23/2014 Lynnwood Place Jackson, TN — 3,341 4,826 1,190 3,523 5,834 9,357 1,154 1986/2013 7/28/2014 Battle Ridge Pavilion Marietta, GA — 3,124 9,866 296 3,220 10,066 13,286 1,584 1999 8/1/2014 Thompson Valley Towne Center Loveland, CO 5,912 5,759 17,387 913 5,961 18,098 24,059 2,718 1999 8/1/2014 Lumina Commons Wilmington, NC 8,296 2,006 11,250 469 2,046 11,679 13,725 1,552 1974/2007 8/4/2014 Driftwood Village Ontario, CA — 6,811 12,993 924 7,176 13,552 20,728 2,059 1985 8/7/2014 French Golden Gate Bartow, FL — 2,599 12,877 1,278 2,671 14,083 16,754 1,901 1960/2011 8/28/2014 Orchard Square Washington Township, MI 6,539 1,361 11,550 198 1,427 11,682 13,109 1,727 1999 9/8/2014 Trader Joe’s Center Dublin, OH — 2,338 7,922 664 2,520 8,404 10,924 1,314 1986 9/11/2014 Palmetto Pavilion North Charleston, SC — 2,509 8,526 494 2,946 8,583 11,529 1,236 2003 9/11/2014 Five Town Plaza Springfield, MA — 8,912 19,635 4,719 9,901 23,365 33,266 3,960 1970/2013 9/24/2014 Beavercreek Towne Center Beavercreek, OH — 14,055 30,799 413 14,367 30,900 45,267 5,017 1994 10/24/2014 Fairfield Crossing Beavercreek, OH — 3,571 10,026 69 3,605 10,061 13,666 1,484 1994 10/24/2014 Grayson Village Loganville, GA — 3,952 5,620 404 4,006 5,970 9,976 1,351 2002 10/24/2014 The Fresh Market Commons Pawleys Island, SC — 2,442 4,941 76 2,442 5,017 7,459 774 2011 10/28/2014 Claremont Village Everett, WA — 5,511 10,544 880 5,741 11,194 16,935 1,633 1994/2012 11/6/2014 SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION As of December 31, 2017 (in thousands) Initial Cost (1) Cost Capitalized Subsequent to Acquisition Gross Amount Carried at End of Period (2)(3) Property Name City, State Encumbrances Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired Juan Tabo Plaza Albuquerque, NM — 2,466 4,568 573 2,592 5,015 7,607 989 1975/1989 11/12/2014 Cherry Hill Marketplace Westland, MI — 4,641 10,137 1,934 4,858 11,854 16,712 1,710 1992/2000 12/17/2014 Shoppes at Ardrey Kell Charlotte, NC — 6,724 8,150 648 6,850 8,672 15,522 1,459 2008 12/17/2014 Nor'Wood Shopping Center Colorado Springs, CO — 5,358 6,684 453 5,429 7,066 12,495 1,216 2003 1/8/2015 Sunburst Plaza Glendale, AZ — 3,435 6,041 519 3,527 6,468 9,995 1,204 1970 2/11/2015 Rivermont Station Alpharetta, GA 2,191 6,876 8,917 714 7,098 9,409 16,507 1,923 1996/2003 2/27/2015 Breakfast Point Marketplace Panama City Beach, FL — 5,579 12,051 467 5,769 12,328 18,097 1,661 2009/2010 3/13/2015 Falcon Valley Lenexa, KS — 3,131 6,874 215 3,312 6,908 10,220 1,024 2008/2009 3/13/2015 Lake Wales Lake Wales, FL — 1,273 2,164 — 1,273 2,164 3,437 323 1998 3/13/2015 Lakeshore Crossing Gainesville, GA — 3,857 5,937 32 3,857 5,969 9,826 1,140 1993/1994 3/13/2015 Onalaska Onalaska, WI — 2,669 5,648 1 2,670 5,648 8,318 938 1992/1993 3/13/2015 Coronado Center Santa Fe, NM — 4,395 16,461 1,573 4,464 17,965 22,429 1,870 1964 5/1/2015 Northwoods Crossing Taunton, MA — 10,092 14,437 195 10,230 14,494 24,724 1,826 2003/2010 5/24/2016 Murphy Marketplace Murphy, TX — 28,652 33,122 452 28,828 33,398 62,226 2,393 2008/2015 6/24/2016 Harbour Village Jacksonville, FL — 5,630 16,727 473 5,910 16,920 22,830 1,005 2006 9/22/2016 Oak Mill Plaza Niles, IL 1,242 6,843 13,692 689 7,288 13,936 21,224 1,179 1977 10/3/2016 Southern Palms Tempe, AZ 24,350 10,026 24,346 416 10,279 24,509 34,788 1,659 1982 10/26/2016 Golden Eagle Village Clermont, FL 7,455 3,068 7,735 230 3,098 7,935 11,033 471 2011 10/27/2016 Georgesville Square Columbus, OH — 11,137 19,663 593 11,415 19,978 31,393 1,313 1996 12/15/2016 Atwater Marketplace Atwater, CA — 6,116 7,597 357 6,280 7,790 14,070 437 2008 2/10/2017 Rocky Ridge Station Roseville, CA 22,049 5,449 29,207 215 5,571 29,300 34,871 762 1996 4/18/2017 Greentree Station Racine, WI — 2,955 8,718 461 3,244 8,890 12,134 289 1989/1994 5/5/2017 Titusville Station Titusville, FL — 3,632 9,133 487 3,828 9,424 13,252 305 1985/2011 6/15/2017 Sierra Station Corona, CA 7,603 9,011 17,989 701 9,174 18,527 27,701 429 1991 6/20/2017 Hoffman Station Hoffman Estates, IL — 8,941 22,871 310 9,160 22,962 32,122 357 1987 9/5/2017 Winter Springs Town Center Winter Springs, FL — 4,871 18,892 86 4,943 18,906 23,849 140 2002 10/20/2017 Flynn Crossing Center Alpharetta, GA — 6,581 16,075 1 6,582 16,075 22,657 126 2004 10/26/2017 Vaughn's at East North Greenville, SC — 1,704 3,077 101 1,704 3,178 4,882 78 1979 10/4/2017 Ashland Junction Ashland, VA — 4,987 6,043 107 5,058 6,079 11,137 144 1989 10/4/2017 Barclay Place Shopping Center Lakeland, FL — 1,984 7,061 237 2,012 7,270 9,282 122 1989 10/4/2017 Barnwell Plaza Barnwell, SC — 1,190 1,883 — 1,190 1,883 3,073 69 1985 10/4/2017 Birdneck Shopping Center Virginia Beach, VA — 1,900 3,249 147 1,925 3,371 5,296 63 1987 10/4/2017 Cactus Village Phoenix, AZ — 4,313 5,854 199 4,313 6,053 10,366 86 1986 10/4/2017 SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION As of December 31, 2017 (in thousands) Initial Cost (1) Cost Capitalized Subsequent to Acquisition Gross Amount Carried at End of Period (2)(3) Property Name City, State Encumbrances Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired Centre Stage Shopping Center Springfield, TN — 4,746 9,519 55 4,792 9,528 14,320 160 1989 10/4/2017 Civic Center Cincinnati, OH — 2,448 1,961 (19 ) 2,448 1,942 4,390 109 1986 10/4/2017 Countryside Shopping Center Port Orange, FL — 2,923 12,288 186 2,949 12,448 15,397 169 1983 10/4/2017 Crossroads Plaza Asheboro, NC — 1,722 2,718 69 1,760 2,749 4,509 63 1984 10/4/2017 Dunlop Village Colonial Heights, VA — 2,420 4,892 235 2,420 5,127 7,547 78 1987 10/4/2017 Edgecombe Square Tarboro, NC — 1,412 2,258 221 1,412 2,479 3,891 82 1990 10/4/2017 Emporia West Plaza Emporia, KS — 872 3,380 108 872 3,488 4,360 65 1980/2000 10/4/2017 Fairview Park Plaza Centralia, IL — 3,913 12,225 127 3,913 12,352 16,265 353 1969/1998 10/4/2017 Forest Park Square Cincinnati, OH — 4,007 5,789 105 4,007 5,894 9,901 121 1988 10/4/2017 Gateway Plaza Sumter, SC — 2,330 8,092 13 2,330 8,105 10,435 98 1989 10/4/2017 Geist Centre Indianapolis, IN — 3,873 6,760 27 3,873 6,787 10,660 99 1989 10/4/2017 Goshen Station Goshen, OH — 1,555 4,616 11 1,561 4,621 6,182 98 1973/2003 10/4/2017 Governors Square Montgomery, AL — 6,460 9,772 249 6,460 10,021 16,481 185 1960/2000 10/4/2017 Greenwood West Shopping Center Greenwood, MS — 1,224 5,674 105 1,223 5,780 7,003 125 1989 10/4/2017 Guadalupe Plaza Albuquerque, NM — 2,920 7,885 47 2,920 7,932 10,852 98 1985 10/4/2017 The Village Shopping Center Mooresville, IN — 2,363 8,145 678 2,363 8,823 11,186 133 1965/1997 10/4/2017 Heritage Oaks Gridley, CA 5,190 2,390 7,404 13 2,390 7,417 9,807 144 1979 10/4/2017 Hickory Plaza Nashville, TN 5,136 2,927 5,099 4 2,927 5,103 8,030 82 1974/1986 10/4/2017 Highland Fair Gresham, OR 7,332 3,263 7,912 172 3,264 8,083 11,347 98 1984/1999 10/4/2017 High Point Village Bellefontaine, OH — 3,386 7,433 95 3,386 7,528 10,914 172 1988 10/4/2017 Jackson Village Jackson, KY — 1,606 6,952 243 1,612 7,189 8,801 149 1985/1996 10/4/2017 Mayfair Village Hurst, TX — 15,343 16,439 151 15,343 16,590 31,933 246 1981/2004 10/4/2017 LaPlata Plaza La Plata, MD — 8,434 22,838 50 8,456 22,866 31,322 261 2003 10/4/2017 Lafayette Square Lafayette, IN 7,703 5,387 5,636 40 5,387 5,676 11,063 239 1963/2001 10/4/2017 Landen Square Maineville, OH — 2,081 3,462 80 2,081 3,542 5,623 78 1981/2003 10/4/2017 Marion City Square Marion, NC — 2,811 6,103 267 2,846 6,335 9,181 164 1987 10/4/2017 Melbourne Village Plaza Melbourne, FL — 5,418 7,218 551 5,508 7,679 13,187 191 1987 10/4/2017 Commerce Square Brownwood, TX — 6,027 8,267 218 6,027 8,485 14,512 161 1969/2007 10/4/2017 Upper Deerfield Plaza Bridgeton, NJ — 5,073 5,770 437 5,073 6,207 11,280 197 1977/1994 10/4/2017 Monfort Heights Cincinnati, OH — 2,357 3,545 9 2,357 3,554 5,911 59 1987 10/4/2017 Mountain Park Plaza Roswell, GA 6,814 6,118 6,637 31 6,118 6,668 12,786 92 1988/2003 10/4/2017 Nordan Shopping Center Danville, VA — 1,911 6,691 125 1,911 6,816 8,727 111 1961/2002 10/4/2017 Northside Plaza Clinton, NC — 1,406 5,122 467 1,416 5,579 6,995 98 1982 10/4/2017 SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION As of December 31, 2017 (in thousands) Initial Cost (1) Cost Capitalized Subsequent to Acquisition Gross Amount Carried at End of Period (2)(3) Property Name City, State Encumbrances Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired Page Plaza Page, AZ — 2,553 4,277 139 2,559 4,410 6,969 100 1982/1990 10/4/2017 Palmetto Plaza Sumter, SC — 2,732 7,193 202 2,739 7,388 10,127 105 1964/2002 10/4/2017 Park Place Plaza Port Orange, FL — 2,347 8,303 183 2,370 8,463 10,833 125 1984 10/4/2017 Parkway Station Warner Robins, GA — 3,416 5,170 318 3,416 5,488 8,904 110 1982 10/4/2017 Parsons Village Seffner, FL 5,048 3,465 10,747 128 3,471 10,869 14,340 158 1983/1994 10/4/2017 Portland Village Portland, TN — 1,408 5,214 44 1,408 5,258 6,666 83 1984 10/4/2017 Promenade Shopping Center Jacksonville, FL — 6,513 6,037 288 6,513 6,325 12,838 209 1990 10/4/2017 Quail Valley Shopping Center Missouri City, TX — 2,452 11,396 351 2,452 11,747 14,199 163 1983 10/4/2017 Hillside Salt Lake WAG Hillside, UT 2,044 691 1,739 — 691 1,739 2,430 18 2006 10/4/2017 Rolling Hills Shopping Center Tucson, AZ 8,941 5,398 11,762 66 5,398 11,828 17,226 166 1980/1997 10/4/2017 South Oaks Shopping Center Live Oak, FL 3,418 1,742 5,093 22 1,742 5,115 6,857 140 1976/2000 10/4/2017 East Pointe Plaza Columbia, SC — 7,496 11,293 565 7,505 11,849 19,354 272 1990 10/4/2017 Southgate Center Heath, OH — 4,246 22,672 102 4,251 22,769 27,020 308 1960/1997 10/4/2017 Country Club Center Rio Rancho, NM — 3,000 5,430 139 3,000 5,569 8,569 93 1977 10/4/2017 Summerville Galleria Summerville, SC — 4,104 8,552 246 4,235 8,667 12,902 131 1989/2003 10/4/2017 The Oaks Hudson, FL — 3,876 6,668 71 3,931 6,684 10,615 154 1981 10/4/2017 Riverplace Centre Noblesville, IN — 3,890 3,661 490 3,890 4,151 8,041 103 1992 10/4/2017 Timberlake Station Lynchburg, VA — 2,427 1,979 20 2,426 2,000 4,426 62 1950/1996 10/4/2017 Town & Country Center Hamilton, OH 2,200 2,268 4,372 16 2,279 4,377 6,656 79 1950 10/4/2017 Powell Villa Portland, OR — 3,364 7,016 398 3,364 7,414 10,778 75 1959/1991 10/4/2017 Towne Crossing Shopping Center Mesquite, TX — 5,358 15,389 341 5,358 15,730 21,088 212 1984 10/4/2017 Village at Waterford Midlothian, VA 4,474 2,702 5,021 178 2,702 5,199 7,901 77 1991 10/4/2017 Buckingham Square Richardson, TX — 2,087 6,392 384 2,087 6,776 8,863 89 1978 10/4/2017 Western Square Shopping Center Laurens, SC — 1,013 3,302 102 1,013 3,404 4,417 103 1978/1991 10/4/2017 White Oaks Plaza Spindale, NC — 3,140 4,476 454 3,149 4,921 8,070 207 1988 10/4/2017 Windsor Center Dallas, NC — 2,488 5,186 — 2,488 5,186 7,674 106 1974/1996 10/4/2017 Winery Square Fairfield, CA — 4,288 13,975 408 4,347 14,324 18,671 182 1987 10/4/2017 12 West Marketplace Litchfield, MN — 835 3,538 — 835 3,538 4,373 95 1989 10/4/2017 Orchard Plaza Altoona, PA 1,658 2,537 5,260 106 2,537 5,366 7,903 105 1987 10/4/2017 Willowbrook Commons Nashville, TN — 5,384 5,983 41 5,384 6,024 11,408 98 2005 10/4/2017 Edgewood Towne Center Edgewood, PA — 10,029 22,357 278 10,029 22,635 32,664 356 1990 10/4/2017 Everson Pointe Snellville, GA — 4,222 8,421 17 4,222 8,438 12,660 133 1999 10/4/2017 SCHEDULE III—REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION As of December 31, 2017 (in thousands) Initial Cost (1) Cost Capitalized Subsequent to Acquisition Gross Amount Carried at End of Period (2)(3) Property Name City, State Encumbrances Land and Improvements Buildings and Improvements Land and Improvements Buildings and Improvements Total Accumulated Depreciation Date Constructed/ Renovated Date Acquired Gleneagles Court Memphis, TN — 3,892 8,149 8 3,892 8,157 12,049 113 1988 10/4/2017 Village Square of Delafield Delafield, WI — 6,206 6,582 300 6,219 6,869 13,088 116 2007 10/4/2017 Jasper Manor Jasper, IN — 2,684 6,535 27 2,684 6,562 9,246 220 1990 10/4/2017 Eastland Shoppes Evansville, IN — 3,463 10,746 — 3,463 10,746 14,209 172 1990 10/4/2017 Pipestone Plaza Benton Harbor, MI — 1,894 10,765 — 1,894 10,765 12,659 187 1978 10/4/2017 Northlake (4) Cincinnati, OH 8,668 2,327 11,776 130 2,367 11,866 14,233 132 1985 10/4/2017 Corporate adjustments (5) Various — — — (389 ) (164 ) (225 ) (389 ) — Totals $ 245,310 $ 1,094,468 $ 2,176,711 $ 113,792 $ 1,121,590 $ 2,263,381 $ 3,384,971 $ 314,080 (1) The initial cost to us represents the original purchase price of the property, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired. (2) The aggregate cost of real estate owned at December 31, 2017 . (3) The aggregate cost of properties for Federal income tax purposes is approximately $3.4 billion at December 31, 2017 . (4) Amounts consist of corporate building and land. (5) Amounts consist of elimination of intercompany construction management fees charged by the Investment Management segment to the Owned Real Estate segment properties. Reconciliation of real estate owned: 2017 2016 Balance at January 1 $ 2,329,080 $ 2,116,480 Additions during the year: Real estate acquisitions 1,021,204 219,053 Net additions to/improvements of real estate 40,192 26,369 Deductions during the year: Real estate dispositions (5,505 ) (32,822 ) Balance at December 31 $ 3,384,971 $ 2,329,080 Reconciliation of accumulated depreciation: 2017 2016 Balance at January 1 $ 222,557 $ 152,433 Additions during the year: Depreciation expense 92,156 73,703 Deductions during the year: Accumulated depreciation of real estate dispositions (633 ) (3,579 ) Balance at December 31 $ 314,080 $ 222,557 |
Organization (Q2)
Organization (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization | 1. ORGANIZATION Phillips Edison & Company, Inc. (“we,” the “Company,” “our,” or “us”) was formed as a Maryland corporation in October 2009. Substantially all of our business is conducted through Phillips Edison Grocery Center Operating Partnership I, L.P., (the “Operating Partnership”), a Delaware limited partnership formed in December 2009. We are a limited partner of the Operating Partnership, and our wholly owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, is the sole general partner of the Operating Partnership. We invest primarily in well-occupied, grocery-anchored, neighborhood and community shopping centers that have a mix of creditworthy national and regional retailers that sell necessity-based goods and services in strong demographic markets throughout the United States. In addition to managing our own shopping centers, our third-party investment management business provides comprehensive real estate and asset management services to certain non-traded, publicly registered real estate investment trusts (“REITs”) and private funds (“Managed Funds”). The Managed Funds include Phillips Edison Grocery Center REIT II, Inc. (“REIT II”), Phillips Edison Grocery Center REIT III, Inc. (“REIT III”), Phillips Edison Limited Partnership (“PELP”), and Necessity Retail Partners (“NRP”). As of June 30, 2018 , we owned fee simple interests in 235 real estate properties. In July 2018 we entered into an Agreement and Plan of Merger ("Merger Agreement") pursuant to which, subject to the satisfaction or waiver of certain conditions, we will merge with REIT II, and we will continue as the surviving corporation (“Merger”). To complete the proposed Merger, we will issue 2.04 shares of our common stock in exchange for each issued and outstanding share of REIT II common stock, subject to closing adjustments. For a more detailed discussion, see Note 3 . | 1. ORGANIZATION Phillips Edison & Company, Inc. (“we,” the “Company,” “our,” or “us”), formerly known as Phillips Edison Grocery Center REIT I, Inc., was formed as a Maryland corporation in October 2009. Substantially all of our business is conducted through Phillips Edison Grocery Center Operating Partnership I, L.P., (the “Operating Partnership”), a Delaware limited partnership formed in December 2009. We are a limited partner of the Operating Partnership, and our wholly owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, is the sole general partner of the Operating Partnership. We invest primarily in well-occupied, grocery-anchored, neighborhood and community shopping centers that have a mix of creditworthy national and regional retailers that sell necessity-based goods and services in strong demographic markets throughout the United States. In addition to managing our own shopping centers, our third-party investment management business provides comprehensive real estate and asset management services to certain non-traded, publicly registered REITS and private funds (“Managed Funds”). Our advisor was Phillips Edison NTR LLC (“PE-NTR”), which was directly or indirectly owned by Phillips Edison Limited Partnership (“Phillips Edison sponsor” or “PELP”). Under the terms of the advisory agreement between PE-NTR and us, PE-NTR was responsible for the management of our day-to-day activities and the implementation of our investment strategy. On October 4, 2017 , we completed a transaction to acquire certain real estate assets, the third-party investment management business, and the captive insurance company of PELP in a stock and cash transaction (“PELP transaction”). Upon completion of the PELP transaction, our relationship with PE-NTR was acquired. For a more detailed discussion, see Notes 3 and 15 . As of December 31, 2017, we owned fee simple interests in 236 real estate properties. |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by management. For example, significant estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, and other fair value measurement assessments required for the preparation of the consolidated financial statements. As a result, these estimates are subject to a degree of uncertainty. Other than those noted below, there have been no changes to our significant accounting policies during the six months ended June 30, 2018 . For a full summary of our accounting policies, refer to our 2017 Annual Report on Form 10-K filed with the SEC on March 30, 2018. Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of these financial statements should refer to the audited consolidated financial statements of Phillips Edison & Company, Inc. for the year ended December 31, 2017 , which are included in our 2017 Annual Report on Form 10-K. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in these financial statements. Our results of operations for the three and six months ended June 30, 2018 , are not necessarily indicative of the operating results expected for the full year. The accompanying consolidated financial statements include our accounts and those of our majority-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. Income Taxes —Our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a Taxable REIT Subsidiary (“TRS”) and is subject to U.S. federal, state, and local income taxes at regular corporate tax rates. As of June 30, 2018 and December 31, 2017 , a full valuation allowance was recorded for the entire amount of the net deferred tax asset. During the three and six months ended June 30, 2018 , there was no tax expense recorded due to the full valuation allowance and our having a net operating loss. We are continuing to evaluate the impact of the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”) on the organization as a whole, but we do not expect there to be a material impact on our consolidated financial statements. Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a nonfinancial asset. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting The amendments in this update expand the scope of Topic 718: Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from non-employees, except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). This update is effective for public business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for public entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted after December 15, 2018. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-02, Leases (Topic 842); ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Leases (Topic 842): Targeted Improvements These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. We expect to adopt the practical expedients available for implementation under the standard. By adopting these practical expedients, we will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether the costs previously capitalized as initial direct costs would continue to be amortized. This allows us to continue to account for our leases where we are the lessee as operating leases, however, any new or renewed leases may be classified as financing leases. We currently have fewer than 50 leases of this type. We also expect to recognize right of use assets and lease liability on our consolidated balance sheets related to certain leases where we are the lessee. In July 2018, the FASB issued an ASU related to ASC 842. The update allows lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. We expect to utilize this practical expedient. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. Reclassifications —The following line items on our consolidated statement of operations and comprehensive income for the three and six months ended June 30, 2017 , were reclassified: • Unrealized Gain (Loss) on Derivatives and Reclassification of Derivative Loss to Interest Expense were combined to Change in Unrealized Gain on Interest Rate Swaps. • Acquisition Expenses were combined to General and Administrative. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements include our accounts and the accounts of the Operating Partnership and its wholly-owned subsidiaries (over which we exercise financial and operating control). The financial statements of the Operating Partnership are prepared using accounting policies consistent with our accounting policies. All intercompany balances and transactions are eliminated upon consolidation. Use of Estimates —The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to the useful lives of assets; recoverable amounts of receivables; initial valuations of tangible and intangible assets and liabilities, including goodwill, and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions; the valuation and nature of derivatives and their effectiveness as hedges; valuations of contingent consideration; and other fair value measurement assessments required for the preparation of the consolidated financial statements. Actual results could differ from those estimates. Partially-Owned Entities —If we determine that we are an owner in a variable-interest entity (“VIE”), and we hold a controlling financial interest, then we will consolidate the entity as the primary beneficiary. For a partially-owned entity determined not to be a VIE, we analyze rights held by each partner to determine which would be the consolidating party. We will generally consolidate entities (in the absence of other factors when determining control) when we have over a 50% ownership interest in the entity. We will assess our interests in VIEs on an ongoing basis to determine whether or not we are the primary beneficiary. However, we will also evaluate who controls the entity even in circumstances in which we have greater than a 50% ownership interest. If we do not control the entity due to the lack of decision-making abilities, we will not consolidate the entity. We have determined that the Operating Partnership is considered a VIE. We are the primary beneficiary of the VIE and our partnership interest is considered a majority voting interest. As such, we have consolidated the Operating Partnership and its wholly-owned subsidiaries. Additionally, a Section 1031 like-kind exchange (“1031 exchange”) entails selling one property and reinvesting the proceeds in one or more properties that are similar in nature, character, or class within 180 days. A reverse 1031 exchange occurs when one or more properties is purchased prior to selling one property to be matched in the like-kind exchange, during which time legal title to the purchased property is held by an intermediary. Because we retain essentially all of the legal and economic benefits and obligations related to the acquisition, we consider the purchased property to be a VIE and therefore we will consolidate the entity as the primary beneficiary. As of December 31, 2017, we had one active 1031 exchange (see Note 4 ). As of December 31, 2016, we had one active reverse 1031 exchange. Noncontrolling Interests —Noncontrolling interests represent the portion of equity that we do not own in the entities we consolidate. We classify noncontrolling interests within permanent equity on our consolidated balance sheets. The amounts of consolidated net earnings attributable to us and to the noncontrolling interests are presented separately on our consolidated statements of operations. For additional information regarding noncontrolling interests, refer to Note 11 . Cash and Cash Equivalents —We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market funds. The cash and cash equivalent balances at one or more of our financial institutions exceeds the Federal Depository Insurance Corporation (“FDIC”) coverage. Restricted Cash —Restricted cash primarily consists of cash restricted for the purpose of facilitating a 1031 exchange, escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums, and other amounts required to be escrowed pursuant to loan agreements. Investment in Property and Lease Intangibles —In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . This update amended existing guidance in order to clarify when an integrated set of assets and activities is considered a business. We adopted ASU 2017-01 on January 1, 2017, and applied it prospectively. Under this new guidance, most of our real estate acquisition activity is no longer considered a business combination and is instead classified as an asset acquisition. As a result, most acquisition-related costs that would have been recorded on our consolidated statements of operations prior to adoption are now capitalized and will be amortized over the life of the related assets, and there is no recognition of goodwill. Costs incurred related to properties that were not ultimately acquired were recorded as Acquisition Expenses on our consolidated statements of operations. None of our real estate acquisitions in 2017 outside of the PELP transaction met the definition of a business; therefore, we accounted for all as asset acquisitions. Real estate assets are stated at cost less accumulated depreciation. The majority of acquisition-related costs are capitalized and allocated to the various classes of assets acquired. These costs are then amortized over the estimated useful lives associated with the assets acquired. Depreciation is computed using the straight-line method. The estimated useful lives for computing depreciation are generally not to exceed 5 - 7 years for furniture, fixtures and equipment, 15 years for land improvements and 30 years for buildings and building improvements. Tenant improvements are amortized over the shorter of the respective lease term or the expected useful life of the asset. Major replacements that extend the useful lives of the assets are capitalized, and maintenance and repair costs are expensed as incurred. Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the individual property may not be recoverable. In such an event, a comparison will be made of the projected operating cash flows of each property on an undiscounted basis to the carrying amount of such property. If deemed unrecoverable on an undiscounted basis, such carrying amount would be adjusted, if necessary, to estimated fair values to reflect impairment in the value of the asset. We recorded no impairments for the years ended December 31, 2017 , 2016 , and 2015 . We assess the acquisition-date fair values of all tangible assets, identifiable intangibles, and assumed liabilities using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis and replacement cost) and that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant. The fair values of buildings and improvements are determined on an as-if-vacant basis. The estimated fair value of acquired in-place leases is the cost we would have incurred to lease the properties to the occupancy level of the properties at the date of acquisition. Such estimates include leasing commissions, legal costs and other direct costs that would be incurred to lease the properties to such occupancy levels. Additionally, we evaluate the time period over which such occupancy levels would be achieved. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance, and utilities) that would be incurred during the lease-up period. Acquired in-place leases as of the date of acquisition are amortized over the weighted-average remaining lease terms. Acquired above- and below-market lease values are recorded based on the present value (using discount rates that reflect the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of the market lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental income over the remaining terms of the respective leases. We also consider fixed-rate renewal options in our calculation of the fair value of below-market leases and the periods over which such leases are amortized. If a tenant has a unilateral option to renew a below-market lease and we determine that the tenant has a financial incentive to exercise such option, we include such an option in the calculation of the fair value of such lease and the period over which the lease is amortized. We estimate the value of tenant origination and absorption costs by considering the estimated carrying costs during hypothetical expected lease-up periods, considering current market conditions. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. We estimate the fair value of assumed mortgage notes payable based upon indications of then-current market pricing for similar types of debt with similar maturities. Assumed mortgage notes payable are initially recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the note’s outstanding principal balance is amortized over the life of the mortgage note payable as an adjustment to interest expense. Goodwill and Other Intangibles —In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired represents goodwill. We allocate goodwill to the respective reporting units in which such goodwill arises. We evaluate goodwill for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable, or at least annually. Our annual testing date is during the fourth quarter and, due to the timing of the PELP transaction, annual testing will begin in 2018. The goodwill impairment evaluation may be completed through a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit’s fair value is less than its carrying value. If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of the reporting unit exceeds its fair value, or if we choose to bypass the qualitative approach, we will perform the quantitative approach described below. We are electing to adopt ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, as of January 1, 2018, as discussed in the table below. Therefore, when we perform a quantitative test of goodwill for impairment we will compare the carrying value of net assets to the fair value of the reporting unit. If the fair value of the reporting unit exceeds its carrying amount, we would not consider goodwill to be impaired and no further analysis would be required. If the fair value is determined to be less than its carrying value, the amount of goodwill impairment would be the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. If impairment indicators arise with respect to non-real estate intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted cash flows expected to be generated by the asset. If estimated future undiscounted cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period. Estimates of fair value used in our evaluation of goodwill and intangible assets are based upon discounted future cash flow projections, relevant competitor multiples, or other acceptable valuation techniques. These techniques are based, in turn, upon all available evidence including level three inputs (see fair value measurement policy below), such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results. Held for Sale Entities —We consider assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. There were no assets classified as held for sale as of December 31, 2017 and 2016 . Deferred Financing Expenses —Deferred financing expenses are capitalized and amortized on a straight-line basis over the term of the related financing arrangement, which approximates the effective interest method. Deferred financing costs related to our term loan facilities and mortgages are in Debt Obligations, Net, while deferred financing costs related to our revolving credit facility are in Other Assets, Net, on our consolidated balance sheets. Fair Value Measurement —Accounting Standard Codification (“ASC”) 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined by ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows: Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3—Unobservable inputs, only used to the extent that observable inputs are not available, reflect our assumptions about the pricing of an asset or liability. Considerable judgment is necessary to develop estimated fair values of financial and non-financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we did or could actually realize upon disposition of the financial assets and liabilities previously sold or currently held. Gain on Sale of Assets —We recognize sales of assets only upon the closing of the transaction with the purchaser. We recognize gains on assets sold upon closing if the collectibility of the sales price is reasonably assured, we are not obligated to perform any significant activities after the sale to earn the profit, we have received adequate initial investment from the purchaser, and other profit recognition criteria have been satisfied. We may defer recognition of gains in whole or in part until: (i) the profit is determinable, meaning that the collectibility of the sales price is reasonably assured or the amount that will not be collectible can be estimated; and (ii) the earnings process is virtually complete, meaning that we are not obliged to perform any significant activities after the sale to earn the profit. Further, we may defer a tax gain through an Internal Revenue Code (“IRC”) Section 1031 like-kind exchange by purchasing another property within a specified time period. Revenue Recognition —We commence revenue recognition on our leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. The determination of who is the owner, for accounting purposes, of the tenant improvements determines the nature of the leased asset and when revenue recognition under a lease begins. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space, and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If we conclude that we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant allowances funded under the lease are treated as lease incentives, which reduce revenue recognized over the term of the lease. In these circumstances, we begin revenue recognition when the lessee takes possession of the unimproved space to construct their own improvements. We consider a number of different factors in evaluating whether we or the lessee is the owner of the tenant improvements for accounting purposes. These factors include: • whether the lease stipulates how and on what a tenant improvement allowance may be spent; • whether the tenant or landlord retains legal title to the improvements; • the uniqueness of the improvements; • the expected economic life of the tenant improvements relative to the length of the lease; and • who constructs or directs the construction of the improvements. We recognize rental income on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of Other Assets, Net. Due to the impact of the straight-line adjustments, rental income generally will be greater than the cash collected in the early years and will be less than the cash collected in the later years of a lease. Our policy for percentage rental income is to defer recognition of contingent rental income until the specified target (i.e. breakpoint) that triggers the contingent rental income is achieved. Reimbursements from tenants for recoverable real estate tax and operating expenses are accrued as revenue in the period in which the applicable expenses are incurred. We make certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. We do not expect the actual results to materially differ from the estimated reimbursements. We periodically review the collectability of outstanding receivables. Allowances will be taken for those balances that we deem to be uncollectible, including any amounts relating to straight-line rent receivables and/or receivables for recoverable expenses. As of December 31, 2017 and 2016 , the bad debt reserve for uncollectible amounts was $3.3 million and $1.7 million , respectively. We record lease termination income if there is a signed termination agreement, all of the conditions of the agreement have been met, collectability is reasonably assured and the tenant is no longer occupying the property. Upon early lease termination, we provide for losses related to unrecovered tenant-specific intangibles and other assets. Revenues from management, leasing, and other fees charged in accordance with the various management agreements executed, are recognized in the period in which the services have been provided, the earnings process is complete, and collectability is reasonably assured. Repurchase of Common Stock —We offer a share repurchase program (“SRP”) which may allow stockholders who participate to have their shares repurchased subject to approval and certain limitations and restrictions (see Note 11 ). Under our SRP, the maximum amount of common stock that we may redeem, at the shareholder’s election, during any calendar year is limited, among other things, to 5% of the weighted-average number of shares outstanding during the prior calendar year. The maximum amount is reduced each reporting period by the current year share redemptions to date. In addition, the cash available for repurchases on any particular date is generally limited to the proceeds from the DRIP during the preceding four fiscal quarters, less amounts already used for repurchases since the start of the same time period. The board of directors (“Board”) reserves the right at any time to reject any request for repurchase. Shares repurchased pursuant to our SRP are immediately retired upon purchase. Repurchased common stock is reflected as a reduction of stockholders’ equity. Our accounting policy related to share repurchases is to reduce common stock based on the par value of the shares and to reduce capital surplus for the excess of the repurchase price over the par value. Since the inception of the SRP in August 2010, we have had an accumulated deficit balance; therefore, the excess over the par value has been applied to additional paid-in capital. Once we have retained earnings, the excess will be charged entirely to retained earnings. Income Taxes —We have elected to be taxed as a REIT under the IRC. To qualify as a REIT, we must meet a number of organization and operational requirements, including a requirement to annually distribute to our shareholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. We intend to continue to adhere to these requirements and to maintain our REIT status. As a REIT, we are entitled to a deduction for some or all of the distributions we pay to our shareholders. Accordingly, we are generally subject to U.S. federal income taxes on any taxable income that is not currently distributed to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income taxes and may not be able to qualify as a REIT until the fifth subsequent taxable year. Notwithstanding our qualification as a REIT, we may be subject to certain state and local taxes on our income or properties. In addition, our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a Taxable REIT Subsidiary (“TRS”) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates. We did not record any tax expense in prior years as 2017 was the first year of existence for the TRS. As a REIT, we may also be subject to certain U.S. federal excise taxes if we engage in certain types of transactions. For more information regarding our income taxes, see Note 9 . Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of recently issued accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 We do not expect the adoption of this standard to have a material impact to our financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We adopted this standard concurrently with ASU 2014-09, listed below. There are currently no transactions subject to this ASU. Although expected to be infrequent, potential transactions affected by this ASU could include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We are electing to adopt this standard as of January 1, 2018. The adoption of this standard will not have a material impact on our consolidated financial statements. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period and end-of-period total amounts on the statement of cash flows. This change will not have a material impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We have evaluated the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe four would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, and distributions received from equity method investees. This update will not have a material impact on our consolidated financial statements. We will apply the guidance for all of the eight cash flow types to any future transactions when applicable. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities. In January 2018, the FASB issued a proposed ASU related to ASC 842. The update would allow lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. This proposal is currently under consideration by regulators. We also expect to recognize right of use assets on our consolidated balance sheets related to certain ground leases, office space, and office equipment leases where we are the lessee. We will continue to evaluate the effect the adoption of ASU 2016-02 will have on our consolidated financial statements. However, we currently believe that the adoption of ASU 2016-02 will not have a material impact on our consolidated financial statements. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental or reimbursement revenue. However, the standard will apply to a majority of our fees and management income. We have evaluated the impact of this standard to fees and management income and do not expect a material impact on our revenue recognition, but we do expect to provide additional disclosures around fees and management revenue. We are adopting this guidance on a modified retrospective basis. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-12, Derivatives and Hedging (Topic 815) This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. September 2017 Upon adoption, we included a disclosure related to the effect of our hedging activities on our consolidated statements of operations. This disclosure also eliminated the periodic measurement and recognition of hedging ineffectiveness. We adopted this guidance on a modified retrospective basis and applied an adjustment to Accumulated Other Comprehensive Income with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. For a more detailed discussion of this adoption, see Note 8. ASU 2017-01, Business Combinations This update amended existing guidance in order to clarify when an integrated |
REIT II Merger (Q2)
REIT II Merger (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
REIT II Merger | 3. REIT II MERGER In July 2018, we entered into the Merger Agreement, pursuant to which we will merge with REIT II in a 100% stock transaction valued at approximately $1.9 billion . This proposed transaction will create a portfolio of 321 grocery-anchored shopping centers encompassing approximately 36.6 million square feet in established trade areas across 33 states. To complete the proposed Merger, we will issue 2.04 shares of our common stock in exchange for each issued and outstanding share of REIT II common stock, which is equivalent to $22.54 based on our most recent estimated net asset value per share (“EVPS”) of $11.05 . The exchange ratio is based on a thorough review of the relative valuation of each entity, including factoring in our growing investment management business as well as each company’s transaction costs. REIT II’s outstanding debt of approximately $800 million is expected to be refinanced or assumed by us at closing under the terms of the Merger Agreement. The Merger Agreement provides REIT II with a 30-day go-shop period pursuant to which they may solicit, receive, evaluate, and enter into negotiations with respect to alternative proposals from third-parties. The Merger Agreement also provides certain termination rights for REIT II and us. In connection with the termination of the Merger Agreement, under certain specified circumstances, (i) REIT II may be required to pay us a termination fee of $15.9 million in connection with the go-shop provision or $31.7 million in connection with termination for reasons other than the go-shop provision, and (ii) we may be required to pay REIT II a termination fee of $75.6 million . On a pro forma basis, upon completion of the mergers, we estimate that continuing PECO stockholders will own approximately 71% of the issued and outstanding shares of the Combined Company on a fully diluted basis (determined as if each PECO OP unit were exchanged for one share of PECO common stock), and former REIT II stockholders will own approximately 29% of the issued and outstanding shares of the Combined Company on a fully diluted basis (determined as if each PECO OP unit were exchanged for one share of PECO common stock). After consideration of all applicable factors pursuant to the business combination accounting rules under ASC 805, Business Combinations , including the application of a screen test to evaluate if substantially all the fair value of the acquired properties is concentrated in a single asset or group of similar assets, we have concluded that the Merger will be treated as an asset acquisition under GAAP. As of June 30, 2018 , we have capitalized $0.8 million 4. PELP ACQUISITION On October 4, 2017, we completed a transaction to acquire certain real estate assets, the third-party investment management business, and the captive insurance company of PELP in a stock and cash transaction (“PELP transaction”). Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands): Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 We issued 39.4 million OP units with an estimated fair value per unit of $10.20 at the time of the transaction. Certain of our executive officers who received OP units as part of the PELP transaction entered into an agreement which provides that they will not transfer their OP units for either two or three years following the closing. The remaining holders of the OP units are subject to the terms of exchange for shares of common stock outlined in the Third Amended and Restated Agreement of Limited Partnership (“Partnership Agreement”) (see Note 10 ). The terms of the PELP transaction include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued. For more detail regarding this earn-out, see Note 14 . Immediately following the closing of the PELP transaction, our shareholders owned approximately 80.6% and former PELP shareholders owned approximately 19.4% of the combined company. Assets Acquired and Liabilities Assumed —The PELP transaction was accounted for using the acquisition method of accounting under ASC 805, Business Combinations , which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The preliminary fair market value of the assets acquired and liabilities assumed was based on a valuation report prepared by a third-party valuation specialist that was subject to management’s review and approval. The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 The allocation of the purchase price was based on management’s assessment, which may change in the future as more information becomes available and could have an impact on the unaudited pro forma financial information presented below. Subsequent adjustments made to the purchase price allocation upon the completion of our fair value assessment process will not exceed one year from the acquisition date. The allocation of the purchase price above required a significant amount of judgment and represented management’s best estimate of the fair value as of the acquisition date. Intangible Assets and Liabilities —The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 Goodwill —In connection with the PELP transaction, we recorded goodwill of $29.1 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. We do not expect that the goodwill will be deductible for tax purposes. The goodwill recorded represents our management structure and its ability to generate additional opportunities for revenue and raise additional funds, and therefore the full amount of goodwill was allocated to the Investment Management segment, which comprises one reporting unit. For more information about each of our reporting segments, see Note 15 . Results of Operations —The consolidated net assets and results of operations of PELP’s contributions were included in the consolidated financial statements from the transaction date going forward and resulted in the following impact to Total Revenues and Net Loss for the three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Revenues $ 21,482 $ 42,952 Net loss (9,837 ) (8,536 ) Acquisition Costs —We incurred approximately $17.0 million of costs related to the PELP transaction, $6.0 million of which was incurred during the six months ended June 30, 2017, and was recorded as Transaction Expenses on the consolidated statements of operations. No costs related to the PELP transaction were recorded in 2018. Pro Forma Results (Unaudited) —The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. (in thousands) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Pro forma revenues $ 102,775 $ 201,454 Pro forma net income attributable to stockholders 465 1,264 | 3. PELP ACQUISITION On October 4, 2017 , we completed the PELP transaction. The PELP transaction was approved by the independent special committee of our Board, which had retained independent financial and legal advisors. It was also approved by our shareholders, as well as PELP’s partners. Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 We issued 39.4 million OP units with an estimated fair value per unit of $10.20 at the time of the transaction. Certain of our executive officers who received OP units as part of the PELP transaction entered into an agreement which provides that they will not transfer their OP Units for either two or three years following the closing. The remaining holders of the OP units are subject to the terms of exchange for shares of common stock outlined in the Third Amended and Restated Agreement of Limited Partnership, which is further described in Note 11 . The terms of the transaction also include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued if certain milestones are achieved. The milestones are related to a liquidity event for our shareholders and fundraising targets in REIT III, of which PELP was a co-sponsor. The estimated fair value of this earn-out has been recorded as $38 million as of the transaction date and is presented in Accounts Payable and Other Liabilities on the consolidated balance sheets. We will estimate the fair value of this earn-out liability at each reporting date during the contingency period and record any changes to our consolidated statement of operations. As part of the transaction, we entered into a tax protection agreement with certain recipients of OP Units. Under the agreement, we will provide certain protections with respect to tax matters for a period of ten years commencing at the closing date. These protections include indemnification for certain tax liabilities incurred in connection with certain taxable transfers of contributed properties, failure to comply with certain obligations related to nonrecourse liability allocations and debt guarantee opportunities, and certain fundamental transactions. These fundamental transactions mean with respect to any contributed entity, a merger, combination, consolidation, or similar transaction (including a transfer of all or substantially all of the assets of such entity). Immediately following the closing of the PELP transaction, our shareholders owned approximately 80.6% and former PELP shareholders owned approximately 19.4% of the combined company. Assets Acquired and Liabilities Assumed —The PELP transaction has been accounted for using the acquisition method of accounting under ASC 805, Business Combinations , which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. Amount Assets: Land and improvements $ 269,140 Building and improvements 574,154 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,085 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 The allocation of the purchase price is based on management’s assessment, which may change in the future as more information becomes available and could have an impact on the unaudited pro forma financial information presented below. Subsequent adjustments made to the purchase price allocation upon the completion of our fair value assessment process will not exceed one year from the acquisition date. The allocation of the purchase price above requires a significant amount of judgment and represents management’s best estimate of the fair value as of the acquisition date. Intangible Assets and Liabilities — The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction are as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 Goodwill —In connection with the PELP transaction, we recorded goodwill of $29.1 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. We do not expect that the goodwill will be deductible for tax purposes. The goodwill recorded represents our management structure and its ability to generate additional opportunities for revenue and raise additional funds, and therefore the full amount of goodwill was allocated to the Investment Management segment, which comprises one reporting unit. Results of Operations — 2017 Revenues $ 21,202 Net income 1,297 Acquisition Costs —We incurred $15.7 million of costs related to the PELP transaction during 2017, which are recorded in Transaction Expenses on the consolidated statements of operations. We also incurred $1.3 million of costs related to the PELP transaction during 2016, which are recorded in Acquisition Expenses on the consolidated statements of operations. Pro Forma Results (Unaudited) —The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016 . These results contain certain, nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. For the Year Ended December 31, (in thousands) 2017 2016 Pro forma revenues $ 402,898 $ 400,089 Pro forma net income (loss) attributable to stockholders 1,982 (3,956 ) |
PELP Acquisition (Q2)
PELP Acquisition (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
PELP Acquisition | 3. REIT II MERGER In July 2018, we entered into the Merger Agreement, pursuant to which we will merge with REIT II in a 100% stock transaction valued at approximately $1.9 billion . This proposed transaction will create a portfolio of 321 grocery-anchored shopping centers encompassing approximately 36.6 million square feet in established trade areas across 33 states. To complete the proposed Merger, we will issue 2.04 shares of our common stock in exchange for each issued and outstanding share of REIT II common stock, which is equivalent to $22.54 based on our most recent estimated net asset value per share (“EVPS”) of $11.05 . The exchange ratio is based on a thorough review of the relative valuation of each entity, including factoring in our growing investment management business as well as each company’s transaction costs. REIT II’s outstanding debt of approximately $800 million is expected to be refinanced or assumed by us at closing under the terms of the Merger Agreement. The Merger Agreement provides REIT II with a 30-day go-shop period pursuant to which they may solicit, receive, evaluate, and enter into negotiations with respect to alternative proposals from third-parties. The Merger Agreement also provides certain termination rights for REIT II and us. In connection with the termination of the Merger Agreement, under certain specified circumstances, (i) REIT II may be required to pay us a termination fee of $15.9 million in connection with the go-shop provision or $31.7 million in connection with termination for reasons other than the go-shop provision, and (ii) we may be required to pay REIT II a termination fee of $75.6 million . On a pro forma basis, upon completion of the mergers, we estimate that continuing PECO stockholders will own approximately 71% of the issued and outstanding shares of the Combined Company on a fully diluted basis (determined as if each PECO OP unit were exchanged for one share of PECO common stock), and former REIT II stockholders will own approximately 29% of the issued and outstanding shares of the Combined Company on a fully diluted basis (determined as if each PECO OP unit were exchanged for one share of PECO common stock). After consideration of all applicable factors pursuant to the business combination accounting rules under ASC 805, Business Combinations , including the application of a screen test to evaluate if substantially all the fair value of the acquired properties is concentrated in a single asset or group of similar assets, we have concluded that the Merger will be treated as an asset acquisition under GAAP. As of June 30, 2018 , we have capitalized $0.8 million 4. PELP ACQUISITION On October 4, 2017, we completed a transaction to acquire certain real estate assets, the third-party investment management business, and the captive insurance company of PELP in a stock and cash transaction (“PELP transaction”). Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands): Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 We issued 39.4 million OP units with an estimated fair value per unit of $10.20 at the time of the transaction. Certain of our executive officers who received OP units as part of the PELP transaction entered into an agreement which provides that they will not transfer their OP units for either two or three years following the closing. The remaining holders of the OP units are subject to the terms of exchange for shares of common stock outlined in the Third Amended and Restated Agreement of Limited Partnership (“Partnership Agreement”) (see Note 10 ). The terms of the PELP transaction include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued. For more detail regarding this earn-out, see Note 14 . Immediately following the closing of the PELP transaction, our shareholders owned approximately 80.6% and former PELP shareholders owned approximately 19.4% of the combined company. Assets Acquired and Liabilities Assumed —The PELP transaction was accounted for using the acquisition method of accounting under ASC 805, Business Combinations , which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The preliminary fair market value of the assets acquired and liabilities assumed was based on a valuation report prepared by a third-party valuation specialist that was subject to management’s review and approval. The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 The allocation of the purchase price was based on management’s assessment, which may change in the future as more information becomes available and could have an impact on the unaudited pro forma financial information presented below. Subsequent adjustments made to the purchase price allocation upon the completion of our fair value assessment process will not exceed one year from the acquisition date. The allocation of the purchase price above required a significant amount of judgment and represented management’s best estimate of the fair value as of the acquisition date. Intangible Assets and Liabilities —The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 Goodwill —In connection with the PELP transaction, we recorded goodwill of $29.1 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. We do not expect that the goodwill will be deductible for tax purposes. The goodwill recorded represents our management structure and its ability to generate additional opportunities for revenue and raise additional funds, and therefore the full amount of goodwill was allocated to the Investment Management segment, which comprises one reporting unit. For more information about each of our reporting segments, see Note 15 . Results of Operations —The consolidated net assets and results of operations of PELP’s contributions were included in the consolidated financial statements from the transaction date going forward and resulted in the following impact to Total Revenues and Net Loss for the three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Revenues $ 21,482 $ 42,952 Net loss (9,837 ) (8,536 ) Acquisition Costs —We incurred approximately $17.0 million of costs related to the PELP transaction, $6.0 million of which was incurred during the six months ended June 30, 2017, and was recorded as Transaction Expenses on the consolidated statements of operations. No costs related to the PELP transaction were recorded in 2018. Pro Forma Results (Unaudited) —The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. (in thousands) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Pro forma revenues $ 102,775 $ 201,454 Pro forma net income attributable to stockholders 465 1,264 | 3. PELP ACQUISITION On October 4, 2017 , we completed the PELP transaction. The PELP transaction was approved by the independent special committee of our Board, which had retained independent financial and legal advisors. It was also approved by our shareholders, as well as PELP’s partners. Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 We issued 39.4 million OP units with an estimated fair value per unit of $10.20 at the time of the transaction. Certain of our executive officers who received OP units as part of the PELP transaction entered into an agreement which provides that they will not transfer their OP Units for either two or three years following the closing. The remaining holders of the OP units are subject to the terms of exchange for shares of common stock outlined in the Third Amended and Restated Agreement of Limited Partnership, which is further described in Note 11 . The terms of the transaction also include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued if certain milestones are achieved. The milestones are related to a liquidity event for our shareholders and fundraising targets in REIT III, of which PELP was a co-sponsor. The estimated fair value of this earn-out has been recorded as $38 million as of the transaction date and is presented in Accounts Payable and Other Liabilities on the consolidated balance sheets. We will estimate the fair value of this earn-out liability at each reporting date during the contingency period and record any changes to our consolidated statement of operations. As part of the transaction, we entered into a tax protection agreement with certain recipients of OP Units. Under the agreement, we will provide certain protections with respect to tax matters for a period of ten years commencing at the closing date. These protections include indemnification for certain tax liabilities incurred in connection with certain taxable transfers of contributed properties, failure to comply with certain obligations related to nonrecourse liability allocations and debt guarantee opportunities, and certain fundamental transactions. These fundamental transactions mean with respect to any contributed entity, a merger, combination, consolidation, or similar transaction (including a transfer of all or substantially all of the assets of such entity). Immediately following the closing of the PELP transaction, our shareholders owned approximately 80.6% and former PELP shareholders owned approximately 19.4% of the combined company. Assets Acquired and Liabilities Assumed —The PELP transaction has been accounted for using the acquisition method of accounting under ASC 805, Business Combinations , which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. Amount Assets: Land and improvements $ 269,140 Building and improvements 574,154 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,085 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 The allocation of the purchase price is based on management’s assessment, which may change in the future as more information becomes available and could have an impact on the unaudited pro forma financial information presented below. Subsequent adjustments made to the purchase price allocation upon the completion of our fair value assessment process will not exceed one year from the acquisition date. The allocation of the purchase price above requires a significant amount of judgment and represents management’s best estimate of the fair value as of the acquisition date. Intangible Assets and Liabilities — The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction are as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 Goodwill —In connection with the PELP transaction, we recorded goodwill of $29.1 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. We do not expect that the goodwill will be deductible for tax purposes. The goodwill recorded represents our management structure and its ability to generate additional opportunities for revenue and raise additional funds, and therefore the full amount of goodwill was allocated to the Investment Management segment, which comprises one reporting unit. Results of Operations — 2017 Revenues $ 21,202 Net income 1,297 Acquisition Costs —We incurred $15.7 million of costs related to the PELP transaction during 2017, which are recorded in Transaction Expenses on the consolidated statements of operations. We also incurred $1.3 million of costs related to the PELP transaction during 2016, which are recorded in Acquisition Expenses on the consolidated statements of operations. Pro Forma Results (Unaudited) —The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016 . These results contain certain, nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. For the Year Ended December 31, (in thousands) 2017 2016 Pro forma revenues $ 402,898 $ 400,089 Pro forma net income (loss) attributable to stockholders 1,982 (3,956 ) |
Real Estate Activity (Q2)
Real Estate Activity (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Real Estate Investments, Net [Abstract] | ||
Real Estate Acquisitions | 5. REAL ESTATE ACTIVITY Acquisitions —During the six months ended June 30, 2018 , we acquired one grocery-anchored shopping center. That acquisition closed out the Internal Revenue Code (“IRC”) Section 1031 like-kind exchange outstanding at December 31, 2017 . During the six months ended June 30, 2017 , we acquired five grocery-anchored shopping centers. All of the 2017 and 2018 acquisitions were classified as asset acquisitions. As such, most acquisition-related costs were capitalized and are included in the total purchase prices shown below. Our real estate asset acquired during the six months ended June 30, 2018 , was as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $ 8,423 135.437 71.3 % During the six months ended June 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Atwater Marketplace Atwater, CA Save Mart 2/10/2017 $ 15,041 96,224 94.6 % Rocky Ridge Station (1) Roseville, CA Sprouts 4/18/2017 37,271 93,337 96.3 % Greentree Station Racine, WI Pick ‘n Save 5/5/2017 12,309 82,659 90.3 % Titusville Station Titusville, FL Publix 6/15/2017 13,817 117,507 71.7 % Sierra Station (1) Corona, CA Ralph’s 6/20/2017 29,137 110,904 94.0 % (1) The purchase price includes debt assumed as part of the acquisition. The fair value at acquisition and weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the six months ended June 30, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 946 6 $ 9,611 13 Acquired above-market leases 74 3 850 7 Acquired below-market leases (457 ) 16 (2,622 ) 20 Dispositions —During the six months ended June 30, 2018 , we sold two grocery-anchored shopping centers. We had no dispositions during the six months ended June 30, 2017 . Our real estate assets disposed of during the six months ended June 30, 2018 , were as follows (dollars in thousands): Property Name Location Anchor Tenant Disposition Date Sale Price Gain Square Footage Lakeshore Crossing Gainesville, GA Lowe’s 5/15/2018 $ 9,270 $ 208 123,948 Lake Wales Station Lake Wales, FL CVS 5/30/2018 4,100 777 11,220 The gain on these dispositions is included as Other Expense (Income), Net on the consolidated statements of operations. Impairment of Real Estate Assets —During the three months ended June 30, 2018, we recognized an impairment charge totaling $10.9 million associated with the anticipated disposition of a certain property with a net book value in excess of its estimated fair value. Our estimated fair value was based upon the contracted price to sell. We have applied reasonable estimates and judgments in determining the level of impairments recognized. | 4. REAL ESTATE ACQUISITIONS AND DISPOSITIONS During the year ended December 31, 2017 , we acquired 84 shopping centers, including 76 shopping centers through the PELP transaction (see Note 3 for more detail) and eight grocery-anchored shopping centers outside of the PELP transaction. Our first quarter acquisition closed out the IRC reverse Section 1031 like-kind exchange outstanding as of December 31, 2016. For the year ended December 31, 2016 , we acquired seven grocery-anchored shopping centers and additional real estate adjacent to previously acquired centers. For the years ended December 31, 2017 and 2016 , we allocated the purchase price of acquisitions unrelated to the PELP transaction, including acquisition costs for 2017, to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2017 2016 Land and improvements $ 47,556 $ 78,908 Building and improvements 130,482 140,145 Acquired in-place leases 17,740 21,506 Acquired above-market leases 1,314 3,559 Acquired below-market leases (5,736 ) (10,198 ) Total assets and lease liabilities acquired 191,356 233,920 Less: Fair value of assumed debt at acquisition 30,831 33,326 Net assets acquired $ 160,525 $ 200,594 The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the years ended December 31, 2017 and 2016 , are as follows (in years): 2017 2016 Acquired in-place leases 13 11 Acquired above-market leases 6 6 Acquired below-market leases 18 19 Dispositions —In October 2017, we sold a property for $6.5 million and recognized a gain of $1.8 million . For tax-purposes, we deferred the gain through an IRC Section 1031 like-kind exchange, which was completed with our subsequent acquisition of Shoppes of Lake Village in February 2018 (see Note 20 ). We also sold a property in December 2016 and recognized a gain of $4.7 million . Gains on property dispositions are recorded in Other Income, Net on the consolidated statements of operations. |
Other Assets, Net (Q2)
Other Assets, Net (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other Assets, Net | 6. OTHER ASSETS, NET The following is a summary of Other Assets, Net outstanding as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Other assets, net: Deferred leasing commissions and costs $ 32,120 $ 29,055 Deferred financing costs 13,971 13,971 Office equipment, including capital lease assets, and other 12,070 10,308 Total depreciable and amortizable assets 58,161 53,334 Accumulated depreciation and amortization (21,637 ) (17,121 ) Net depreciable and amortizable assets 36,524 36,213 Accounts receivable, net 36,488 41,211 Deferred rent receivable, net 20,687 18,201 Derivative asset 34,839 16,496 Prepaid expenses 5,531 4,232 Investment in affiliates 903 902 Other 2,834 1,193 Total other assets, net $ 137,806 $ 118,448 | 6. OTHER ASSETS, NET The following is a summary of Other Assets, Net outstanding as of December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred leasing commissions and costs $ 29,055 $ 21,092 Deferred financing costs 13,971 8,940 Office equipment and other 10,308 331 Total depreciable and amortizable assets 53,334 30,363 Accumulated depreciation and amortization (17,121 ) (11,286 ) Net depreciable and amortizable assets 36,213 19,077 Accounts receivable, net 41,211 31,029 Deferred rent receivable, net 18,201 14,483 Derivative asset 16,496 11,916 Prepaid expenses 4,232 2,986 Investment in affiliates 902 — Other 1,193 1,094 Other assets, net $ 118,448 $ 80,585 |
Debt Obligations (Q2)
Debt Obligations (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Debt Obligations | 7. DEBT OBLIGATIONS The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, on our debt obligations as of June 30, 2018 and December 31, 2017 (in thousands): Interest Rate June 30, 2018 December 31, 2017 Revolving credit facility (1) LIBOR + 1.40% $ 46,568 $ 61,569 Term loans (2) 2.51% - 3.93% 1,205,000 1,140,000 Secured loan facility due 2026 3.55% 175,000 175,000 Secured loan facility due 2027 3.52% 195,000 195,000 Mortgages and other (3) 3.75% - 7.91% 226,415 246,217 Assumed market debt adjustments, net (4) 4,517 5,254 Deferred financing costs (5) (14,028 ) (16,042 ) Total $ 1,838,472 $ 1,806,998 (1) The gross borrowings and payments under our revolving credit facility were $151.0 million and $166.0 million , respectively, during the six months ended June 30, 2018 . The revolving credit facility has a capacity of $500 million and matures in October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan due in 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of June 30, 2018 , the availability on our revolving credit facility exceeded the balance on the loan. The $175 million term loan due in 2020 has options to extend its maturity to 2021. We executed a $65 million delayed draw in January 2018 on one of our term loans entered into in October 2017. (3) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of June 30, 2018 and December 31, 2017 . (4) Net of accumulated amortization of $4.2 million and $3.7 million as of June 30, 2018 and December 31, 2017 , respectively. (5) Net of accumulated amortization of $7.0 million and $5.4 million as of June 30, 2018 and December 31, 2017 , respectively. As of June 30, 2018 and December 31, 2017 , the weighted-average interest rate, including the effect of derivative financial instruments, for all of our debt obligations was 3.5% and 3.4% , respectively. The allocation of total debt between fixed- and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of June 30, 2018 and December 31, 2017 , is summarized below (in thousands): June 30, 2018 December 31, 2017 As to interest rate: (1) Fixed-rate debt $ 1,588,415 $ 1,608,217 Variable-rate debt 259,568 209,569 Total $ 1,847,983 $ 1,817,786 As to collateralization: Unsecured debt $ 1,252,258 $ 1,202,476 Secured debt 595,725 615,310 Total $ 1,847,983 $ 1,817,786 (1) Includes the effects of derivative financial instruments (see Notes 8 and 14 ). | 7. DEBT OBLIGATIONS The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, on our debt obligations as of December 31, 2017 and 2016 (in thousands): Interest Rate 2017 2016 Revolving credit facility (1) 2.89% $ 61,569 $ 176,969 Term loans (2)(3) 2.46%-3.93% 1,140,000 655,000 Secured loan facility due 2026 3.55% 175,000 — Secured loan facility due 2027 3.52% 195,000 — Mortgages and notes payable 3.75%-7.91% 246,217 228,721 Assumed market debt adjustments, net (4) 5,254 4,490 Deferred financing costs (5) (16,042 ) (9,024 ) Total $ 1,806,998 $ 1,056,156 (1) The gross borrowings under our revolving credit facility were $437.0 million , $590.8 million , and $297.8 million during the years ended December 31, 2017 , 2016 , and 2015 , respectively. The gross payments on our revolving credit facility were $552.4 million , $554.8 million , and $448.5 million during the years ended December 31, 2017 , 2016 , and 2015 , respectively. The revolving credit facility had a capacity of $500 million as of December 31, 2017 and 2016 . In October 2017, the maturity date of the revolving credit facility was extended to October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan maturing in February 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of December 31, 2017 , the availability on our revolving credit facility exceeded the balance on the loan maturing in 2019. The term loan maturing in 2020 also has options to extend its maturity to 2021. (3) One of our term loans that matures in 2022 had an outstanding balance of $310.0 million at December 31, 2017 , with a capacity of $375.0 million . In January 2018 an additional $65.0 million was drawn on this term loan. (4) Net of accumulated amortization of $3.7 million and $6.1 million as of December 31, 2017 and 2016 , respectively. The decrease in accumulated amortization is a result of a reduction in market debt adjustments due to the extinguishment of higher-rate mortgage debt during the year ended December 31, 2017. (5) Net of accumulated amortization of $5.4 million and $3.9 million as of December 31, 2017 and 2016 , respectively. As of December 31, 2017 and 2016 , the weighted-average interest rate for all of our mortgages and loans payable was 3.4% and 3.0% , respectively. The allocation of total debt between fixed- and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of December 31, 2017 and 2016 , is summarized below (in thousands): 2017 2016 As to interest rate: (1) Fixed-rate debt $ 1,608,217 $ 615,721 Variable-rate debt 209,569 444,969 Total $ 1,817,786 $ 1,060,690 As to collateralization: Unsecured debt $ 1,202,476 $ 831,969 Secured debt 615,310 228,721 Total $ 1,817,786 $ 1,060,690 (1) Includes the effects of derivative financial instruments (see Notes 8 and 17 ). Below is our maturity schedule with the respective principal payment obligations, excluding market debt adjustments and deferred financing costs (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Revolving credit facility $ — $ — $ — $ 61,569 $ — $ — $ 61,569 Term loans — 100,000 175,000 125,000 310,000 430,000 1,140,000 Loan facility due 2026 — — — — — 175,000 175,000 Loan facility due 2027 — — — — — 195,000 195,000 Mortgages and notes payable 8,142 9,192 7,323 68,001 31,169 122,390 246,217 Total maturing debt $ 8,142 $ 109,192 $ 182,323 $ 254,570 $ 341,169 $ 922,390 $ 1,817,786 |
Derivatives and Hedging Activ42
Derivatives and Hedging Activities (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivatives and Hedging Activities | 8. DERIVATIVES AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives —We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposure to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into interest rate swaps to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings. Cash Flow Hedges of Interest Rate Risk —Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The change in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the six months ended June 30, 2018 and 2017 , such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. The ineffectiveness previously reported in earnings for the periods ended June 30, 2017, was adjusted to reflect application of the provisions of ASU 2017-12, Derivatives and Hedging (Topic 815) , as of the beginning of 2017. This adjustment was not material. Amounts reported in AOCI related to these derivatives will be reclassified to Interest Expense, Net as interest payments are made on the variable-rate debt. During the next twelve months, we estimate that an additional $7.1 million will be reclassified from Other Comprehensive Income (“OCI”) as a decrease to Interest Expense, Net. The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of June 30, 2018 and December 31, 2017 (notional amount in thousands): Count Fixed LIBOR Maturity Date Notional Amount 6 1.2% - 2.2% 2019-2024 $ 992,000 The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Amount of gain (loss) recognized in OCI on derivative $ 5,608 $ (2,914 ) $ 19,047 $ (1,765 ) Amount of (gain) loss reclassified from AOCI into interest expense (753 ) 378 (704 ) 975 Credit-risk-related Contingent Features —We have agreements with our derivative counterparties that contain provisions where, if we either default or are capable of being declared in default on any of our indebtedness, we could also be declared to be in default on our derivative obligations. As of June 30, 2018 , none of our derivatives were in a liability position, and therefore the fair value includes accrued interest but excludes any adjustment for nonperformance risk related to these agreements. As of June 30, 2018 , we had not posted any collateral related to these agreements and were not in breach of any agreement provisions. | 8. DERIVATIVES AND HEDGING ACTIVITIES In September 2017, we adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. It requires us to disclose the effect of our hedging activities on our consolidated statements of operations and eliminates the periodic measurement and recognition of hedging ineffectiveness. In accordance with the modified retrospective transition method required by ASU 2017-12, we recognized the cumulative effect of the change, representing the reversal of the $1.3 million cumulative ineffectiveness gain as of December 31, 2016 , in the opening balance of Accumulated Other Comprehensive Income (“AOCI”) with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. Risk Management Objective of Using Derivatives —We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposure to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into interest rate swaps to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings. Cash Flow Hedges of Interest Rate Risk —Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the years ended December 31, 2017 and 2016 , such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. The ineffectiveness previously reported in earnings for the quarters ended March 31, 2017 and June 30, 2017, was adjusted to reflect application of the provisions of this ASU as of the beginning of 2017 (as discussed above). This adjustment was not material. Amounts reported in AOCI related to these derivatives will be reclassified to Interest Expense, Net as interest payments are made on the variable-rate debt. During the next twelve months, we estimate that an additional $1.5 million will be reclassified from Other Comprehensive (Loss) Income as a decrease to Interest Expense, Net. The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of December 31, 2017 and 2016 (notional amounts in thousands): 2017 2016 (1) Count 6 4 Notional amount $ 992,000 $ 642,000 Fixed LIBOR 1.2% - 2.2% 1.2% - 1.5% Maturity date 2019-2024 2019 - 2023 (1) One interest rate swap that we entered into in October 2016 with a notional amount of $255 million was not effective until July 2017. The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Amount of gain (loss) recognized in OCI on derivatives $ 2,770 $ 6,979 $ (3,128 ) Amount of loss reclassified from AOCI into interest expense 1,810 3,586 3,150 Credit-risk-related Contingent Features —We have agreements with our derivative counterparties that contain provisions where, if we either default or are capable of being declared in default on any of our indebtedness, we could also be declared to be in default on our derivative obligations. As of December 31, 2017 , the fair value of our derivatives in a net liability position, which included accrued interest but excluded any adjustment for nonperformance risk related to these agreements, was approximately $0.1 million . As of December 31, 2017 , we had not posted any collateral related to these agreements and were not in breach of any agreement provisions. If we had breached any of these provisions, we could have been required to settle our obligations under the agreements at their termination value of $0.1 million . |
Commitments and Contingencies43
Commitments and Contingencies (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Litigation —We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the resolution of such claims and litigation will not have a material adverse effect on our consolidated financial statements. Environmental Matters —In connection with the ownership and operation of real estate, we may potentially be liable for costs and damages related to environmental matters. In addition, we may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property, and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify us against future remediation costs. We also carry environmental liability insurance on our properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which we may be liable. We are not aware of any environmental matters which we believe are reasonably likely to have a material effect on our consolidated financial statements. | 10. COMMITMENTS AND CONTINGENCIES Leases —Upon completion of the PELP transaction (see Note 3 ), we assumed certain lease obligations originally entered into by PELP before the transaction. The leases are primarily related to short- and long-term operating leases for office space and equipment. We have no capital leases. Total rental expense for long-term operating leases was approximately $370,000 for the year ended December 31, 2017 . Minimum rental commitments under noncancelable operating leases as of December 31, 2017 , were as follows: Year Amount 2018 $ 1,101 2019 773 2020 310 2021 188 2022 185 Thereafter 388 Total $ 2,945 Litigation —We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the resolution of such claims and litigation will not have a material adverse effect on our consolidated financial statements. Environmental Matters —In connection with the ownership and operation of real estate, we may potentially be liable for costs and damages related to environmental matters. In addition, we may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property, and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify us against future remediation costs. We also carry environmental liability insurance on our properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which we may be liable. We are not aware of any environmental matters which we believe are reasonably likely to have a material effect on our consolidated financial statements. Captive Insurance —As part of the PELP transaction, we acquired a captive insurance company, Silver Rock Insurance, Inc. (“Silver Rock”), from PELP, which provides general liability insurance, reinsurance, and other coverage to us, REIT II, REIT III, PELP, and Necessity Retail Partners (“NRP”). We capitalize Silver Rock in accordance with applicable regulatory requirements. Silver Rock established annual premiums based on the past loss experience of the insured properties. An independent third party was engaged to perform an actuarial estimate of projected future claims, related deductibles, and projected future expenses necessary to fund associated risk management programs. Premiums paid to Silver Rock may be adjusted based on this estimate. Premiums paid to Silver Rock may be reimbursed by tenants pursuant to specific lease terms. As of December 31, 2017 , we had two cash collateralized letters of credit outstanding totaling approximately $5.7 million to provide security for our obligations under our insurance and reinsurance contracts. These letters of credit expire in 2018 with additional options to extend their maturities. The following is a summary of the activity in the liability for unpaid losses, which is recorded in Accounts Payable and Other Liabilities on our consolidated balance sheet, for the year ended December 31, 2017 (in thousands): 2017 Balance upon acquisition on October 4, 2017 $ 4,339 Incurred related to: Current year 452 Prior years 898 Total incurred 1,350 Paid related to: Current year 81 Prior years 725 Total paid 806 Unpaid loss liability as of December 31, 2017 $ 4,883 |
Equity (Q2)
Equity (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Equity | 10. EQUITY On May 9, 2018, our board of directors (“Board”) increased the EVPS of our common stock to $11.05 based substantially on the estimated market value of our portfolio of real estate properties and our third-party investment management business as of March 31, 2018. We engaged a third-party valuation firm to provide a calculation of the range in EVPS of our common stock as of March 31, 2018, which reflected certain balance sheet assets and liabilities as of that date. Previously, on November 8, 2017, our Board increased the EVPS of our common stock to $11.00 from $10.20 based substantially on the estimated market value of our portfolio of real estate properties and our third-party investment management business as of October 5, 2017, the first full business day after the closing of the PELP transaction. Shares of our common stock are issued under the DRIP and redeemed under the Share Repurchase Program (“SRP”), as discussed below, at the same price as the EVPS in effect at the time of issuance or redemption. Dividend Reinvestment Plan —The DRIP allows stockholders to invest distributions in additional shares of our common stock. Stockholders who elect to participate in the DRIP, and who are subject to U.S. federal income taxation laws, will incur a tax liability on an amount equal to the fair value on the relevant distribution date of the shares of our common stock purchased with reinvested distributions, even though such stockholders have elected not to receive the distributions in cash. In connection with the proposed Merger (see Note 3 ), the DRIP was temporarily suspended for the month of July 2018; therefore, all DRIP participants received their July 2018 distribution in cash rather than in stock. The DRIP plan resumed in August 2018. Share Repurchase Program —Our SRP provides an opportunity for stockholders to have shares of common stock repurchased, subject to certain restrictions and limitations. The Board reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase. Further, the cash available for repurchases on any particular date will generally be limited to the proceeds from the DRIP during the preceding four fiscal quarters, less amounts already used for repurchases since the beginning of that period. In connection with the Merger, the SRP was also temporarily suspended for the month of July 2018 and resumed in August 2018. During the six months ended June 30, 2018 , repurchase requests surpassed the funding limits under the SRP. Approximately 4.2 million shares of our common stock were repurchased under the SRP during the six months ended June 30, 2018 . Repurchase requests in connection with a stockholder’s death, “qualifying disability,” or “determination of incompetence” were completed in full. The remaining repurchase requests that were in good order were fulfilled on a pro rata basis. As of June 30, 2018, we had 13.4 million shares of unfulfilled repurchase requests, which will be treated as requests for repurchase during future months until satisfied or withdrawn. Due to the program's funding limits, no funds will be available for the remainder of 2018. However, we will continue to fulfill repurchases sought upon a stockholder's death, “qualifying disability,” or “determination of incompetence” in accordance with the terms of the SRP. Convertible Noncontrolling Interests —As part of the PELP transaction, we issued 39.4 million OP units that are classified as Noncontrolling Interests. Prior to the PELP transaction, the Operating Partnership also issued limited partnership units that were designated as Class B units for asset management services provided by our former advisor. Upon closing of the PELP transaction, all outstanding Class B units vested and were converted to OP units. Under the terms of the Third Amended and Restated Agreement of Limited Partnership, OP unit holders may elect to exchange OP units. The Operating Partnership controls the form of the redemption, and may elect to exchange OP units for shares of our common stock, provided that the OP units have been outstanding for at least one year. As the form of redemption for OP units is within our control, the OP units outstanding as of June 30, 2018 and December 31, 2017 , are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets. The cumulative distributions that have been paid on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity. There were 44.5 million OP units outstanding as of June 30, 2018 and December 31, 2017 . Nonconvertible Noncontrolling Interests —In addition to partnership units of the Operating Partnership, Noncontrolling Interests also includes a 25% ownership share of one of our subsidiaries who provides advisory services, which was not significant to our results. | 11. EQUITY General — The holders of common stock are entitled to one vote per share on all matters voted on by stockholders, including election of the Board. Our charter does not provide for cumulative voting in the election of directors. On November 8, 2017, our Board increased the estimated value per share of our common stock to $11.00 based substantially on the estimated market value of our portfolio of real estate properties and our recently acquired third-party asset management business as of October 5, 2017, the first full business day after the closing of the PELP transaction. We engaged a third-party valuation firm to provide a calculation of the range in estimated value per share of our common stock as of October 5, 2017, which reflected certain pro forma balance sheet assets and liabilities as of that date. Prior to November 8, 2017, the estimated value per share was $10.20 . Dividend Reinvestment Plan —We have adopted a DRIP that allows stockholders to invest distributions in additional shares of our common stock, subject to certain limits. Stockholders who elect to participate in the DRIP may choose to invest all or a portion of their cash distributions in shares of our common stock at a price equal to our most recent estimated value per share. In connection with the announcement of the PELP transaction (see Note 3 ), the DRIP was suspended during May 2017; therefore, all DRIP participants received their May distribution, which was payable in June, in cash rather than in stock. The DRIP plan resumed in June 2017, with distributions payable in July 2017. Stockholders who elect to participate in the DRIP, and who are subject to U.S. federal income taxation laws, will incur a tax liability on an amount equal to the fair value on the relevant distribution date of the shares of our common stock purchased with reinvested distributions, even though such stockholders have elected not to receive the distributions in cash. Share Repurchase Program —Our SRP provides an opportunity for stockholders to have shares of common stock repurchased, subject to certain restrictions and limitations, at a price equal to our most recent estimated value per share. In connection with the announcement of the PELP transaction, the SRP was suspended during May 2017 and resumed in June 2017. In 2017 and 2016, repurchase requests surpassed the funding limits under the SRP. Due to the program’s funding limits, no funds were available for repurchases during the fourth quarter of 2017 and no funds will be available for the the first quarter of 2018. Additionally, repurchases during the remainder of 2018 are expected to be limited. When we are unable to fulfill all repurchase requests in any month, we will honor requests on a pro rata basis to the extent possible. As of December 31, 2017 , we had 10.8 million shares of unfulfilled repurchase requests. We will continue to fulfill repurchases sought upon a stockholder’s death, “qualifying disability,” or “determination of incompetence” in accordance with the terms of the SRP. Convertible Noncontrolling Interests —As part of the PELP transaction, we issued 39.4 million OP units that are classified as noncontrolling interests. Prior to the PELP transaction, the Operating Partnership also issued limited partnership units that were designated as Class B units for asset management services provided by PE-NTR. In connection with the PELP transaction, Class B units were no longer issued for asset management services subsequent to September 2017. Upon closing of the transaction, upon termination of the advisory agreement, we determined the economic hurdle required for vesting had been met, and all outstanding Class B units vested and were converted to OP units. As such, we recorded a $24.0 million expense on our consolidated statements of operations as Vesting of Class B Units, which included the $27.6 million vesting of Class B units previously issued for asset management services, and the reclassification of historical distributions on those units to Noncontrolling Interests. Under the terms of the Third Amended and Restated Agreement of Limited Partnership, OP unit holders may elect to exchange OP units. The Operating Partnership controls the form of the redemption, and may elect to exchange OP units for shares of our common stock, provided that the OP units have been outstanding for at least one year. As the form of redemption for OP units is within our control, the OP units outstanding as of December 31, 2017 and 2016 , are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets. The $9.1 million of cumulative distributions that have been paid on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity. In September 2017, we entered into an agreement with American Realty Capital II Advisors, LLC (“ARC”) to terminate all remaining contractual and economic relationships between us and ARC. In exchange for a payment of $9.6 million , ARC sold their OP units, unvested Class B Units, and their special limited partnership interests back to us, terminating all fee-sharing arrangements between ARC and PE-NTR. The 417,801 OP unit repurchase was recorded at a value of $4.2 million on the consolidated statements of equity. The $5.4 million value of the unvested Class B units, special limited partnership interests, and value of fee-sharing arrangements is recorded on the consolidated statement of operations. Below is a summary of our number of outstanding OP units and unvested Class B units as of December 31, 2017 and 2016 (in thousands): 2017 2016 OP units 44,454 2,785 Class B units (1) — 2,610 (1) Upon closing of the PELP transaction, all outstanding Class B units were converted to OP units. Nonconvertible Noncontrolling Interests —In addition to partnership units of the Operating Partnership, Noncontrolling Interests also includes a 25% ownership share of one of our subsidiaries who provides advisory services, which was not significant to our results. |
Earnings Per Share (Q2)
Earnings Per Share (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share | 11. EARNINGS PER SHARE We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing Net Loss Attributable to Stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. OP units held by limited partners other than us are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents, and have the potential to be exchanged for an equal number of shares of our common stock in accordance with the terms of the Partnership Agreement. The impact of OP units on basic and diluted EPS has been calculated using the two-class method whereby earnings are allocated to the OP units based on dividends declared and the units’ participation rights in undistributed earnings. The effects of the two-class method on basic and diluted EPS were immaterial to the consolidated financial statements as of June 30, 2018 and 2017 . The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the three and six months ended June 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator: Net loss attributable to stockholders - basic $ (11,351 ) $ (1,193 ) $ (12,951 ) $ (87 ) Net loss attributable to convertible OP units (1) (2,756 ) (28 ) (3,090 ) — Net loss attributable to stockholders and convertible noncontrolling interests - diluted $ (14,107 ) $ (1,221 ) $ (16,041 ) $ (87 ) Denominator: Weighted-average shares - basic 184,450 183,126 185,171 183,178 OP units (1) 44,453 2,785 44,453 2,785 Adjusted weighted-average shares - diluted 228,903 185,911 229,624 185,963 Earnings per common share: Net loss attributable to stockholders - basic and diluted $ (0.06 ) $ (0.01 ) $ (0.07 ) $ (0.00 ) (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 13 ), as well as units issued as part of the PELP transaction (Note 4 ), all of which are convertible into common shares. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for all years presented. As of June 30, 2018 , approximately 1.0 million unvested restricted stock awards granted to employees and directors were outstanding. These securities were anti-dilutive and, as a result, were excluded from the weighted-average common shares used to calculate diluted EPS. The unvested restricted stock awards outstanding at June 30, 2017 , were immaterial. There were 2.9 million unvested Class B units outstanding as of June 30, 2017 . As these units were unvested, they were not included in the diluted earnings per share calculation. We had no unvested Class B units outstanding as of June 30, 2018 . | 13. EARNINGS PER SHARE We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. OP units held by limited partners other than us, as well as previously held Class B units prior to the completion of the PELP transaction, are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents, and have the potential to be exchanged for an equal number of shares of our common stock in accordance with the terms of the Partnership Agreement. Phantom stock units are not considered participating securities, as they are not convertible into common stock. The impact of these Class B and OP units on basic and diluted EPS has been calculated using the two-class method whereby earnings are allocated to the Class B and OP units based on dividends declared and the units’ participation rights in undistributed earnings. The effects of the two-class method on basic and diluted EPS were immaterial to the consolidated financial statements as of December 31, 2017 , 2016 , and 2015 . Since the OP units are convertible, they were treated as potentially dilutive in the diluted earnings per share computations for the years ended December 31, 2017 , 2016 , and 2015 . There were 2.6 million and 2.1 million unvested Class B units outstanding as of December 31, 2016 and 2015, respectively. As these units were unvested, they were not included in the diluted earnings per share calculation. The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the years ended December 31, 2017 , 2016 , and 2015 (in thousands, except per share amounts): 2017 2016 2015 Numerator: Net (loss) income attributable to stockholders - basic $ (38,391 ) $ 8,932 $ 13,360 Net (loss) income attributable to convertible OP units (1) (3,470 ) 111 201 Net (loss) income - diluted $ (41,861 ) $ 9,043 $ 13,561 Denominator: Weighted-average shares - basic 183,784 183,876 183,678 Conversion of OP units (1) 12,713 2,785 2,716 Effect of dilutive restricted stock awards — 4 — Adjusted weighted-average shares - diluted 196,497 186,665 186,394 Earnings per common share: Basic and diluted $ (0.21 ) $ 0.05 $ 0.07 (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 15 ), as well as units issued as part of the PELP transaction (see Note 3 ), all of which are convertible into common shares. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Loss (Income) Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator because these OP units were included in the denominator for all years presented. As of December 31, 2017, 17,200 restricted stock awards were outstanding. These securities were anti-dilutive and, as a result, were excluded from the weighted-average common shares used to calculate diluted EPS. |
Revenue Recognition and Related
Revenue Recognition and Related Party Revenue (Q2) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Revenue Recognition and Related Party Revenue | 12. REVENUE RECOGNITION AND RELATED PARTY REVENUE Effective January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers , using the modified retrospective approach. The majority of our revenue is lease revenue derived from our Owned Real Estate segment (see Note 15 ). We record these amounts as Rental Income and Tenant Recovery Income on the consolidated statements of operations. These revenue amounts are excluded from the scope of ASU 2014-09, as they are accounted for under Topic 840, Leases . Fee revenues from our Investment Management segment are earned by providing services to the Managed Funds. These fees are within the scope of ASU 2014-09 and are recorded as Fees and Management Income on the consolidated statements of operations. Additional immaterial revenue is recorded as Other Property Income on the consolidated statements of operations. The adoption of ASU 2014-09 did not result in any retrospective adjustments to prior periods as our previous revenue recognition policies aligned with the updated guidance. The Investment Management segment provides services to Managed Funds that are considered related parties. These services primarily include asset acquisition and disposition services, asset management, operating and leasing of properties, construction management, and other general and administrative responsibilities. These services are currently provided under two types of contracts: advisory agreements and property management agreements. Advisory agreements have a duration of one year and are renewed annually at the discretion of the respective boards, but can be terminated upon notice by either party. Property management agreements include both property management agreements and master services agreements, which we have determined should be evaluated as a single agreement for revenue recognition under GAAP. Property management agreements have no defined term, but can be canceled by either party upon 30 days’ notice. Summarized below is all fee and management revenue for the Investment Management segment. The revenue includes the fees and reimbursements earned by us from the Managed Funds for the three and six months ended June 30, 2018 , and other revenues that are not in the scope of ASC 606, Revenue from Contracts with Customers , but are included in this table for the purpose of disclosing all related party revenues (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 REIT II Other Parties Total REIT II Other Parties Total Advisory revenue: Acquisition fees $ 7 $ — $ 7 $ 162 $ 256 $ 418 Asset management fees 3,064 294 3,358 6,129 575 6,704 Other advisory fees and reimbursements 578 132 710 653 160 813 Total advisory revenue 3,649 426 4,075 6,944 991 7,935 Property Management and Services revenue: Property management fees 2,125 364 2,489 4,204 716 4,920 Leasing commissions 1,340 162 1,502 2,512 413 2,925 Construction management fees 127 110 237 202 132 334 Other property management fees and reimbursements 188 100 288 422 243 665 Total property management and services revenue 3,780 736 4,516 7,340 1,504 8,844 Other revenue: Insurance premiums (1) 109 437 546 189 881 1,070 Non-operating property revenue — 137 137 — 270 270 Total fees and management income $ 7,538 $ 1,736 $ 9,274 $ 14,473 $ 3,646 $ 18,119 (1) Insurance premium income from other parties was from third parties not affiliated with us. Because the PELP transaction occurred in October 2017, no fee and management income was earned during the six months ended June 30, 2017 . Advisory Agreements —Under our advisory agreements, we earn revenue for managing day-to-day activities and implementing the investment strategy for the Managed Funds. The wide variety of duties as the advisor within these contracts makes determining the performance obligations within the contracts a matter of judgment. We have concluded that each of the separately disclosed fee types in the below table represents a separate performance obligation within the contract. Due to the nature of the services being provided under the Advisory Agreements, each performance obligation within the contract has a variable component. Therefore when we determine the transaction price for the contract we are required to constrain our estimate to an amount that is not probable of significant revenue reversal. For the acquisition and disposition services, compensation only occurs if the transaction takes place, and the amount of compensation is dependent upon the contract price for the transaction. Property acquisition and disposition fees are recognized when we satisfy a performance obligation by acquiring a property or transferring control of a property. These fees are billed subsequent to the acquisition or sale of the property and payment is due thereafter. The following table summarizes the fee structure for our advisory agreements: Fee Type Performance Obligation Satisfied Timing of Payment Revenue Recognition Acquisition Fee Point in time (upon close of transaction) In cash upon close of transaction Revenue is recognized based on a percentage of the contract purchase price, including acquisition expenses and any debt. Disposition Fee Point in time (upon close of transaction) In cash upon completion Revenue is recognized based on a percentage of the contract sales price. Asset Management Fee and Subordinated Participation Over time Monthly, in cash and/or ownership units Because each increment of service is distinct, although substantially the same, revenue is recognized at the end of each reporting period based on a percentage of the cost of assets under management or the applicable NAV. In addition to the fees listed above, our management company contracts include the potential for additional revenues if certain market conditions are in place or certain events take place. We have not recognized revenue related to these fees, nor will we until it is no longer highly probable that there would be a material reversal of revenue. Property Management Agreements —Under our property management agreements, we earn revenue for managing day-to-day activities at the properties of the Managed Funds, for which we receive a distinct fee based on a set percentage of gross cash receipts each month. Under the property management agreements, we also serve as a leasing agent to the Managed Funds. For each new lease, lease renewal, and expansion we receive a distinct fee in the form of a leasing commission. Leasing commissions are recognized at lease execution and are dependent on the terms of the lease. Additionally, we assist in overseeing the construction of various improvements for Managed Funds, for which we receive a distinct fee based on a set percentage of total project cost calculated upon completion of construction. Because both parties in these contracts can cancel upon 30 days’ notice without penalties, their term is considered month-to-month. The wide variety of duties as the property manager within these contracts makes determining the performance obligations within the contracts a matter of judgment. We have concluded that each of the separately disclosed fee types in the contracts, property management, leasing, and construction management, represents a separate performance obligation within the contract. Due to the nature of the services being provided under the property management agreements, each performance obligation within the contract has a variable consideration component. However, due to the month-to-month term of these contracts, any uncertainty regarding the amounts to be earned over the contract term is resolved by the end of that month. As a result, we can reliably calculate the amount of the consideration to be recognized with regards to each performance obligation each month. All property management agreements have terms as follows: Fee Performance Obligation Satisfied Timing of Payment Revenue Recognition Property Management Over time In cash, monthly Revenue is recognized based on a percentage of monthly cash receipts at each property. Leasing Commissions Point in time In cash upon completion Revenue is recognized based on a percentage of the contractual payments to be received per the terms of the lease and occurs when the lease is executed. Construction Management Point in time In cash upon completion Revenue is recognized based on a percentage of the cost of the construction project. Revenue recognition occurs upon completion of the contract (in the case of a normal capital improvement) or upon the tenant taking possession (in the case of a tenant improvement). Both the advisory agreements and property management agreements have an original duration of one year or less, and we utilize the practical expedient applicable to such contracts and have not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period nor when we expect to recognize this revenue. Due to the duration of the contracts, we have also utilized the practical expedient and made no adjustment to contract consideration for the effects of financing components. Related Party Receivables —Summarized below is the detail of our outstanding receivable balance from related parties as of June 30, 2018 and December 31, 2017 , respectively (in thousands): June 30, 2018 December 31, 2017 REIT II Other Parties REIT II Other Parties Contract receivables: Advisory $ 365 $ 5 $ 256 $ 51 Property management and services 1,142 197 1,264 128 Total contract receivables 1,507 202 1,520 179 Other 129 4,036 72 4,331 Total $ 1,636 $ 4,238 $ 1,592 $ 4,510 Organizational and Offering Costs —Under the terms of the advisory agreement, we have incurred organizational and offering costs related to REIT III, all of which are recorded in Accounts Receivable - Affiliates on the consolidated balance sheets. We have charged REIT III organizational and offering costs related to both its private placement and public offering, which were approximately $3.9 million and $2.0 million as of June 30, 2018 and December 31, 2017 , respectively. During the public offering period for REIT III we will receive an additional contingent advisor payment of 2.15% of the contract purchase price of each property or other real estate investment they acquire. This reimbursement is intended to allow us to recoup a portion of the dealer manager fees and organizational and offering expenses advanced by the REIT III Advisor, which we have a 75% interest. Therefore, this reimbursement shall not exceed the amount of organizational and offering expenses and dealer manager fees outstanding at the time of closing for the acquired property. The initial $4.5 million we may incur to fund the dealer manager fee and other organizational and offering expenses related to the REIT III public offering, shall be retained by REIT III until the termination of their public offering, at which time such amount shall be paid. |
Related Party Expense (Q2)
Related Party Expense (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 13. RELATED PARTY EXPENSE Economic Dependency —Prior to the completion of the PELP transaction, we were dependent on Phillips Edison NTR LLC (“PE-NTR”), Phillips Edison & Company Ltd. (the “Property Manager”), and their respective affiliates for certain services that were essential to us, including asset acquisition and disposition decisions, asset management, operating and leasing of our properties, and other general and administrative responsibilities. Upon closing of the transaction in October 2017, our management structure became internalized and our relationship with PE-NTR and the Property Manager was acquired. As a result, we no longer pay the fees listed below and had no outstanding unpaid amounts related to those fees as of June 30, 2018 or December 31, 2017. Advisory Agreement —PE-NTR and a previous advisor were entitled to specified fees and expenditure reimbursements for certain services, including managing our day-to-day activities and implementing our investment strategy under advisory agreements, as follows: • Asset management and subordinated participation fee paid out monthly in cash and/or Class B units; • Acquisition fee based on the cost of investments acquired/originated; • Acquisition expenses reimbursed related to selecting, evaluating, and acquiring assets; and • Disposition fee paid for substantial assistance in connection with the sale of a property. Summarized below are the fees earned by and the expenses reimbursable for the three and six months ended June 30, 2017 (in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Acquisition fees (1) $ 902 $ 1,050 Due diligence fees (1) 183 213 Asset management fees (2) 5,228 10,317 OP unit distributions (3) 465 925 Class B unit distributions (4) 473 911 Disposition fees 19 19 Total $ 7,270 $ 13,435 (1) The majority of acquisition and due diligence fees are capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity. (4) The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations. Property Management Agreement —Prior to the completion of the PELP transaction in October 2017, all of our real properties were managed and leased by the Property Manager, which was wholly-owned by PELP. The Property Manager was entitled to the following specified fees and expenditure reimbursements: • Property management fee based on monthly gross cash receipts from the properties managed; • Leasing commissions paid for leasing services rendered with respect to a particular property; • Construction management costs paid for construction management services rendered with respect to a particular property; and • Other expenses and reimbursement incurred by the Property Manager on our behalf. Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three and six months ended June 30, 2017 (in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Property management fees (1) $ 2,683 $ 5,269 Leasing commissions (2) 2,077 4,400 Construction management fees (2) 380 684 Other fees and reimbursements (3) 1,912 3,621 Total $ 7,052 $ 13,974 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year were expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, were capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating and General and Administrative on the consolidated statements of operations based on the nature of the expense. Other Related Party Matters —Under the terms of the advisory agreement, we have incurred organizational and offering costs related to REIT III. A portion of those costs were incurred by Griffin Capital Corporation (“Griffin sponsor”), a co-sponsor of REIT III. The Griffin sponsor owns a 25% interest and we own a 75% interest in the REIT III Advisor. As such, $0.9 million of the receivable we have from REIT III is reimbursable to the Griffin sponsor and is recorded in Accounts Payable - Affiliates on the consolidated balance sheets. Upon completion of the PELP transaction, we assumed PELP’s obligation as the limited guarantor for up to $200 million , capped at $50 million in most instances, of NRP’s debt. Our guarantee is limited to being the non-recourse carveout guarantor and the environmental indemnitor. | 15. RELATED PARTY EXPENSE Economic Dependency —Prior to the completion of the PELP transaction, we were dependent on PE-NTR, Phillips Edison & Company Ltd. (the “Property Manager”), and their respective affiliates for certain services that were essential to us, including asset acquisition and disposition decisions, asset management, operating and leasing of our properties, and other general and administrative responsibilities. Upon closing of the transaction on October 4, 2017, we now have an internalized management structure and our relationship with PE-NTR and the Property Manager was acquired. Advisory Agreement —PE-NTR and ARC were entitled to specified fees and expenditure reimbursements for certain services, including managing our day-to-day activities and implementing our investment strategy under advisory agreements. On September 1, 2017, in connection with the termination of ARC’s and PE-NTR’s fee-sharing arrangements (see Note 11 ), we entered into an amended advisory agreement (the “PE-NTR Agreement”). Under the PE-NTR Agreement, all fees payable to PE-NTR were decreased by 15% . Other than the foregoing, there were no material changes in the PE-NTR Agreement. Upon closing of the PELP transaction on October 4, 2017, the PE-NTR Agreement was terminated. As a result, we will no longer pay the fees listed below and had no outstanding unpaid amounts related to those fees as of December 31, 2017 . Asset Management Fee and Subordinated Participation Date Rate Payable Description January 1, 2015 through September 30, 2015 1.00% 80% in Class B units; 20% in cash One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV. October 1, 2015 through August 31, 2017 1.00% 80% in cash; 20% in Class B units One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV. September 1, 2017 through September 19, 2017 0.85% 80% in cash; 20% in Class B units One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV. September 20, 2017 through October 4, 2017 0.85% 100% in cash One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. The Class B units we issued for asset management services (and OP units converted from previously issued and vested Class B units) are entitled to receive distributions at the same rate as is paid to common stockholders. On September 1, 2017, pursuant to the PE-NTR Agreement, we redeemed all outstanding Class B units and OP units owned by ARC. Upon closing of the PELP transaction on October 4, 2017, the 2.7 million outstanding Class B units vested as a result of meeting the required economic hurdle, and were converted to OP units. As such, as of December 31, 2017 , we had no Class B units outstanding. As of December 31, 2016 , we had 2.6 million Class B units outstanding that had been issued for asset management services. Other Advisory Fees and Reimbursements Paid in Cash Fee Type Date Rate Description Acquisition fee January 1, 2015 through August 31, 2017 1.00% Equal to the product of (x) the rate by (y) the cost of investments we acquired or originated, including any debt attributable to such investments. September 1, 2017 through October 4, 2017 0.85% Acquisition expenses January 1, 2015 through October 4, 2017 N/A Reimbursements for direct expenses incurred related to selecting, evaluating, and acquiring assets on our behalf, including certain personnel costs. Disposition Fee January 1, 2015 through August 31, 2017 2.00% Fee paid for substantial assistance, as determined by the conflicts committee of our Board, in connection with the sale of properties or other investments. September 1, 2017 through October 4, 2017 1.70% Financing Fee January 1, 2015 through August 31, 2015 0.75% Fee paid on all amounts made available under any loan or line of credit. General and Administrative Expenses —As of December 31, 2016 , we owed PE-NTR approximately $ 43,000 for general and administrative expenses paid on our behalf. Summarized below are the fees earned by and the expenses reimbursable to PE-NTR and ARC for the years ended December 31, 2017 , 2016 , and 2015 . This table includes any related amounts unpaid as of December 31, 2016 , except for unpaid general and administrative expenses, which we disclose above (in thousands): For the Year Ended December 31, Unpaid as of December 31, 2017 2016 2015 2016 Acquisition fees (1) $ 1,344 $ 2,342 $ 1,247 $ — Acquisition expenses (1) 583 464 208 29 Asset management fees (2) 15,573 19,239 4,601 1,687 OP units distribution (3) 1,373 1,866 1,820 158 Class B unit distribution (4) 1,409 1,576 625 148 Financing fees — — 3,228 — Disposition fees (5) 19 745 47 — Total $ 20,301 $ 26,232 $ 11,776 $ 2,022 (1) Prior to January 1, 2017, acquisition and due diligence fees were recorded on our consolidated statements of operations. The majority of these costs are now capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) The distributions paid to OP unit holders represent amounts paid prior to the PELP transaction. Subsequent to that date, our relationship with PE-NTR was acquired. Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity. (4) The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations and exclude the reclassification of prior distributions to Noncontrolling Interests on our consolidated statements of operations. (5) Disposition fees are presented as Other Income, Net on the consolidated statements of operations. Property Management Agreement —Prior to the completion of the PELP transaction, all of our real properties were managed and leased by the Property Manager, which was wholly-owned by PELP. The Property Manager also managed real properties owned by Phillips Edison affiliates and other third parties. Upon closing of the transaction on October 4, 2017, our agreement with the Property Manager was terminated. As a result, we will no longer pay the fees listed below and had no outstanding unpaid amounts related to those fees as of December 31, 2017 . Property Manager Fees and Reimbursements Paid in Cash Fee Type Rate Description Property Management 4.00% Equal to the product of (x) the monthly gross cash receipts from the properties managed by (y) the rate. Leasing Commissions Market Rate Paid for leasing services rendered with respect to a particular property, primarily if a tenant exercised an option to extend an existing lease. Construction Management Market Rate Paid for construction management services rendered with respect to a particular property. Other Expenses and Reimbursements N/A Costs and expenses incurred by the Property Manager on our behalf, including employee compensation, legal, travel, and other out-of-pocket expenses that were directly related to the management of specific properties and corporate matters, as well as fees and expenses of third-party accountants. Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the years ended December 31, 2017 , 2016 , and 2015 , and any related amounts unpaid as of December 31, 2017 and 2016 (in thousands): For the Year Ended December 31, Unpaid as of December 31, 2017 2016 2015 2016 Property management fees (1) $ 8,360 $ 9,929 $ 9,108 $ 840 Leasing commissions (2) 6,670 7,701 7,316 705 Construction management fees (2) 1,367 1,127 1,117 165 Other fees and reimbursements (3) 6,234 5,627 5,533 796 Total $ 22,631 $ 24,384 $ 23,074 $ 2,506 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year are expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, are capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating, General and Administrative, and Transaction Expenses on the consolidated statements of operations based on the nature of the expense. Other Related Party Matters —Under the terms of the advisory agreement, we have incurred organizational and offering costs related to REIT III. A portion of those costs were incurred by Griffin Capital Corporation (“Griffin sponsor”), a co-sponsor of REIT III. The Griffin sponsor owns a 25% interest and we own a 75% interest in the REIT III Advisor. As such, $1.4 million of the receivable we have from REIT III is reimbursable to the Griffin sponsor and is recorded in Accounts Payable - Affiliates on the consolidated balance sheets. Upon completion of the PELP transaction, we assumed PELP’s obligation as the limited guarantor for up to $200 million , capped at $50 million in most instances, of NRP’s debt. Our guarantee is limited to being the non-recourse carveout guarantor and the environmental indemnitor. |
Fair Value Measurements (Q2)
Fair Value Measurements (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 14. FAIR VALUE MEASUREMENTS The following describes the methods we use to estimate the fair value of our financial and nonfinancial assets and liabilities: Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, and Accounts Payable —We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization. Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, were allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management. Debt Obligations —We estimate the fair value of our debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. The following is a summary of borrowings as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Fair value $ 1,820,280 $ 1,765,151 Recorded value (1) 1,852,500 1,823,040 (1) Recorded value does not include deferred financing costs of $14.0 million and $16.0 million as of June 30, 2018 and December 31, 2017 , respectively. Recurring Fair Value Measurements —Our earn-out liability and interest rate swaps are measured and recognized at fair value on a recurring basis. The fair value measurements of those assets and liabilities as of June 30, 2018 and December 31, 2017 , were as follows (in thousands): June 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 34,839 $ — $ — $ 16,496 $ — Interest rate swap-mortgage note (1) — — — — (61 ) — Earn-out liability (2) — — (39,500 ) — — (38,000 ) (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. (2) The estimated fair value of the earn-out is presented in Accounts Payable and Other Liabilities on the consolidated balance sheets. We will continue to estimate the fair value of this earn-out liability at each reporting date during the contingency period and record any changes on our consolidated statements of operations. Earn-out —The terms of the PELP transaction include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued to PELP as additional consideration if certain milestones are achieved. The milestones are related to a liquidity event for our shareholders and fundraising targets in REIT III, of which PELP was a co-sponsor. We estimate the fair value of this liability using weighted-average probabilities of likely outcomes. These estimates require us to make various assumptions about future share prices, timing of liquidity events, equity raise projections, and other items that are unobservable and are considered Level 3 inputs in the fair value hierarchy. In calculating the fair value of this liability, we have determined that the most likely range of potential outcomes includes a possibility of no additional OP units issued as well as up to 9 million out of the maximum 12.5 million units being issued. Derivative Instruments— As of June 30, 2018 and December 31, 2017 , we had interest rate swaps that fixed LIBOR on portions of our unsecured term loan facilities. For a more detailed discussion of these cash flow hedges, see Note 8 . All interest rate swap agreements are measured at fair value on a recurring basis. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of ASC 820, Fair Value Measurement , we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, as of June 30, 2018 and December 31, 2017 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Nonrecurring Fair Value Measurements —Our real estate assets are measured and recognized at fair value on a nonrecurring basis dependent upon when we determine an impairment has occurred (see Note 5 ). We did not have any impaired real estate assets as of December 31, 2017 . The fair value measurement of our impaired real estate asset as of June 30, 2018 , was as follows (in thousands): June 30, 2018 Level 1 Level 2 Level 3 Impaired real estate asset $ — $ 5,300 $ — | 17. FAIR VALUE MEASUREMENTS The following describes the methods we use to estimate the fair value of our financial and nonfinancial assets and liabilities: Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, and Accounts Payable —We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization. Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, were allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management. Mortgages and Loans Payable —We estimate the fair value of our debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. The following is a summary of borrowings as of December 31, 2017 and 2016 (in thousands): 2017 2016 Fair value $ 1,765,151 $ 1,056,990 Recorded value (1) 1,823,040 1,065,180 (1) Recorded value does not include net deferred financing costs of $16.0 million and $9.0 million as of December 31, 2017 and 2016 , respectively. Recurring Fair Value Measurements Our earn-out liability and interest rate swaps are measured and recognized at fair value on a recurring basis. The fair value measurements of those assets and liabilities as of December 31, 2017 and 2016 , were as follows (in thousands): 2017 2016 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 16,496 $ — $ — $ 11,916 $ — Interest rate swap-mortgage note (1) — (61 ) — — (262 ) — Earn-out liability — — (38,000 ) — — — (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. Earn-out —The terms of the PELP transaction include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued to PELP as additional consideration if certain milestones are achieved. The milestones are related to a liquidity event for our shareholders and fundraising targets in REIT III, of which PELP was a co-sponsor. We estimate the fair value of this liability using weighted-average probabilities of likely outcomes. These estimates require us to make various assumptions about future share prices, timing of liquidity events, equity raise projections, and other items that are unobservable and are considered Level 3 inputs in the fair value hierarchy. In calculating the fair value of this liability, we have determined that the range of potential outcomes still includes a possibility of no additional OP units issued as well as the maximum 12.5 million units being issued. As of December 31, 2017 , the fair value of this liability was estimated to be $38 million . Derivative Instruments —As of December 31, 2017 and 2016 , we had interest rate swaps that fixed LIBOR on portions of our unsecured term loan facilities. For a more detailed discussion of these cash flow hedges, see Note 8 . As of December 31, 2017 and 2016 , we were also party to an interest rate swap that fixed the variable interest rate on $10.7 million and $11.0 million , respectively, of one of our mortgage notes. The change in fair value of this instrument is recorded in Other Income, Net on the consolidated statements of operations and was not material for the years ended December 31, 2017 and 2016 . All interest rate swap agreements are measured at fair value on a recurring basis. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of ASC 820, Fair Value Measurement , we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, as of December 31, 2017 and 2016 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. |
Segment Information (Q2)
Segment Information (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | ||
Segment Information | 15. SEGMENT INFORMATION As of June 30, 2018 , we operated through two business segments: Owned Real Estate and Investment Management. Prior to the completion of the PELP transaction in October 2017, we only operated through the Owned Real Estate segment. As a result, we did not report any segment disclosures for the three and six months ended June 30, 2017 . We generate revenues and Segment Profit as follows: • Owned Real Estate: Our business objective is to own and operate well-occupied grocery-anchored shopping centers that generate cash flows to support distributions to our shareholders with the potential for capital appreciation. We typically invest in neighborhood shopping centers (generally containing less than 125,000 leasable square feet) located in attractive demographic markets throughout the United States where our management believes our fully integrated operating platform can add value. Through this segment, we own a diversified portfolio of shopping centers subject to long-term net leases with creditworthy tenants in the grocery, retail, restaurant, and service industries. As of June 30, 2018 , we owned 235 properties. • Investment Management: Through this segment, we are responsible for managing the day-to-day affairs of the Managed Funds, identifying and making acquisitions and investments on their behalf, maintaining and operating their real properties, and recommending an approach for providing investors of the Managed Funds with liquidity. We generate revenues by providing asset management and property management services, such as revenues from leasing, acquisition, construction, and disposition services (see Note 12 ). Our chief operating decision makers rely primarily on Segment Profit and similar measures to make decisions regarding allocating resources and assessing segment performance. We allocate certain operating expenses, such as employee-related costs and benefits, to our segments. Items not directly attributable to our Owned Real Estate or Investment Management segments are allocated to corporate general and administrative expenses, which is a reconciling item. The table below compares Segment Profit for each of our operating segments and reconciles total Segment Profit to Net Loss for the three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Owned Real Estate Investment Management Total Owned Real Estate Investment Management Total Total revenues $ 94,899 $ 9,274 $ 104,173 $ 189,253 $ 18,119 $ 207,372 Property operating expenses (14,058 ) (2,843 ) (16,901 ) (29,516 ) (5,500 ) (35,016 ) Real estate tax expenses (13,076 ) (250 ) (13,326 ) (26,038 ) (435 ) (26,473 ) General and administrative expenses (804 ) (3,420 ) (4,224 ) (1,229 ) (6,043 ) (7,272 ) Segment profit $ 66,961 $ 2,761 69,722 $ 132,470 $ 6,141 138,611 Corporate general and administrative expenses (9,226 ) (16,639 ) Depreciation and amortization (46,385 ) (92,812 ) Impairment of real estate assets (10,939 ) (10,939 ) Interest expense, net (17,051 ) (33,830 ) Other expense, net (197 ) (304 ) Net loss $ (14,076 ) $ (15,913 ) | 18. SEGMENT INFORMATION As of December 31, 2017 , we operated through two business segments: Owned Real Estate and Investment Management. Prior to the completion of the PELP transaction on October 4, 2017, we only operated through the Owned Real Estate segment. As a result, we did not report any segment disclosures for the years ended December 31, 2016 and 2015. We generate revenues and segment profit from our segments as follows: • Owned Real Estate: Our business objective is to own and operate well-occupied grocery-anchored shopping centers that generate cash flows to support distributions to our shareholders with the potential for capital appreciation. We typically invest in neighborhood shopping centers (generally containing less than 125,000 leasable square feet) located in attractive demographic markets throughout the United States where our management believes our fully integrated operating platform can add value. Through this segment, we own a diversified portfolio of shopping centers subject to long-term net leases with creditworthy tenants in the grocery, retail, restaurant, and service industries. As of December 31, 2017 , we owned 236 properties. • Investment Management: Through this segment, we are responsible for managing the day-to-day affairs of the Managed Funds, identifying and making acquisitions and investments on their behalf, maintaining and operating their real properties, and recommending to the respective boards of directors an approach for providing investors of the Managed Funds with liquidity. We generate revenues by providing asset management and property management services, in addition to revenues from leasing, acquisition, construction, and disposition services (see Note 14 ). Our chief operating decision makers rely primarily on segment profit and similar measures to make decisions regarding allocating resources and assessing segment performance. We allocate certain operating expenses, such as employee related costs and benefits, to our segments. Items not directly attributable to our Owned Real Estate or Investment Management segments are allocated to corporate general and administrative expenses, which is a reconciling item. The table below compares segment profit for each of our operating segments and reconciles total segment profit to Net Loss for the year ended December 31, 2017 (in thousands): 2017 Owned Real Estate Investment Management Total Total revenues $ 303,410 $ 8,133 $ 311,543 Property operating expenses (50,328 ) (3,496 ) (53,824 ) Real estate tax expenses (43,247 ) (209 ) (43,456 ) General and administrative expenses (3,403 ) (2,875 ) (6,278 ) Segment profit $ 206,432 $ 1,553 207,985 Corporate general and administrative expenses (30,070 ) Vesting of Class B units for asset management services (24,037 ) Termination of affiliate arrangements (5,454 ) Depreciation and amortization (130,671 ) Interest expense, net (45,661 ) Acquisition expenses (530 ) Transaction expenses (15,713 ) Other income, net 2,433 Net loss $ (41,718 ) The table below summarizes the total assets and capital expenditures for each of our operating segments as of December 31, 2017 (in thousands): 2017 Assets: Owned Real Estate $ 3,388,080 Investment Management 90,236 Total segment assets 3,478,316 Reconciling items: Cash and cash equivalents 5,716 Restricted cash 21,729 Corporate headquarters and other assets 20,321 Total assets $ 3,526,082 Capital Expenditures: Owned Real Estate $ 41,009 Investment Management 1,137 Total capital expenditures $ 42,146 |
Subsequent Events (Q2)
Subsequent Events (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 16. SUBSEQUENT EVENTS Distributions —Distributions paid to stockholders and OP unit holders of record subsequent to June 30, 2018 , were as follows (in thousands): Month Date of Record Distribution Rate Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution June 6/15/2018 $0.05583344 7/2/2018 $ 12,672 $ 3,962 $ 8,710 July 7/16/2018 $0.05583344 8/1/2018 12,439 — 12,439 In August 2018 our Board authorized distributions for September, October, and November 2018 to the stockholders of record at the close of business on September 17, 2018, October 15, 2018, and November 15 2018, respectively, equal to a monthly amount of $0.05583344 per share of common stock. OP unit holders will receive distributions at the same rate as common stockholders. | 20. SUBSEQUENT EVENTS Distributions — Distributions paid to stockholders and OP unit holders of record subsequent to December 31, 2017 , were as follows (in thousands): Month Date of Record Distribution Rate Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution December 12/1/2017 - 12/31/2017 $0.00183562 1/2/2018 $ 13,017 $ 4,354 $ 8,663 January 1/16/2018 $0.05583344 2/1/2018 12,789 4,228 8,561 February 2/15/2018 $0.05583344 3/1/2018 12,807 4,186 8,621 In February 2018 our Board authorized distributions for March, April, and May 2018 to the stockholders of record at the close of business on March 15, 2018, April 16, 2018, and May 15, 2018, respectively, equal to a monthly amount of $0.05583344 per share of common stock. OP unit holders will receive distributions at the same rate as common stockholders. Beginning January 1, 2018, we pay distributions to stockholders and OP unit holders based on monthly record dates. We expect to pay these distributions on the first business day after the end of each month. The 2018 monthly distribution rate is currently at the same annual distribution rate as 2017. Acquisitions — Subsequent to December 31, 2017 , we executed the following asset acquisition (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $8,400 135,437 71.3% Grocer Bankruptcy —On March 21, 2018, Southeastern Grocers, the parent company of Winn Dixie and Bi-Lo, filed for bankruptcy. We have eight grocery stores operated by subsidiaries of Southeastern Grocers in our portfolio. We do not expect this bankruptcy to have a material impact on our consolidated financial statements. |
Summary of Significant Accoun51
Summary of Significant Accounting Policies (FY) (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of these financial statements should refer to the audited consolidated financial statements of Phillips Edison & Company, Inc. for the year ended December 31, 2017 , which are included in our 2017 Annual Report on Form 10-K. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in these financial statements. Our results of operations for the three and six months ended June 30, 2018 , are not necessarily indicative of the operating results expected for the full year. The accompanying consolidated financial statements include our accounts and those of our majority-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. | Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements include our accounts and the accounts of the Operating Partnership and its wholly-owned subsidiaries (over which we exercise financial and operating control). The financial statements of the Operating Partnership are prepared using accounting policies consistent with our accounting policies. All intercompany balances and transactions are eliminated upon consolidation. |
Use of Estimates | Use of Estimates —The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to the useful lives of assets; recoverable amounts of receivables; initial valuations of tangible and intangible assets and liabilities, including goodwill, and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions; the valuation and nature of derivatives and their effectiveness as hedges; valuations of contingent consideration; and other fair value measurement assessments required for the preparation of the consolidated financial statements. Actual results could differ from those estimates. | |
Partially-Owned Entities | Partially-Owned Entities —If we determine that we are an owner in a variable-interest entity (“VIE”), and we hold a controlling financial interest, then we will consolidate the entity as the primary beneficiary. For a partially-owned entity determined not to be a VIE, we analyze rights held by each partner to determine which would be the consolidating party. We will generally consolidate entities (in the absence of other factors when determining control) when we have over a 50% ownership interest in the entity. We will assess our interests in VIEs on an ongoing basis to determine whether or not we are the primary beneficiary. However, we will also evaluate who controls the entity even in circumstances in which we have greater than a 50% ownership interest. If we do not control the entity due to the lack of decision-making abilities, we will not consolidate the entity. We have determined that the Operating Partnership is considered a VIE. We are the primary beneficiary of the VIE and our partnership interest is considered a majority voting interest. As such, we have consolidated the Operating Partnership and its wholly-owned subsidiaries. Additionally, a Section 1031 like-kind exchange (“1031 exchange”) entails selling one property and reinvesting the proceeds in one or more properties that are similar in nature, character, or class within 180 days. A reverse 1031 exchange occurs when one or more properties is purchased prior to selling one property to be matched in the like-kind exchange, during which time legal title to the purchased property is held by an intermediary. Because we retain essentially all of the legal and economic benefits and obligations related to the acquisition, we consider the purchased property to be a VIE and therefore we will consolidate the entity as the primary beneficiary. As of December 31, 2017, we had one active 1031 exchange (see Note 4 ). As of December 31, 2016, we had one active reverse 1031 exchange. | |
Noncontrolling Interests | Noncontrolling Interests —Noncontrolling interests represent the portion of equity that we do not own in the entities we consolidate. We classify noncontrolling interests within permanent equity on our consolidated balance sheets. The amounts of consolidated net earnings attributable to us and to the noncontrolling interests are presented separately on our consolidated statements of operations. For additional information regarding noncontrolling interests, refer to Note 11 . | |
Cash and Cash Equivalents | Cash and Cash Equivalents —We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market funds. The cash and cash equivalent balances at one or more of our financial institutions exceeds the Federal Depository Insurance Corporation (“FDIC”) coverage. | |
Restricted Cash | Restricted Cash —Restricted cash primarily consists of cash restricted for the purpose of facilitating a 1031 exchange, escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums, and other amounts required to be escrowed pursuant to loan agreements. | |
Investment in Property and Lease Intangibles | Investment in Property and Lease Intangibles —In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . This update amended existing guidance in order to clarify when an integrated set of assets and activities is considered a business. We adopted ASU 2017-01 on January 1, 2017, and applied it prospectively. Under this new guidance, most of our real estate acquisition activity is no longer considered a business combination and is instead classified as an asset acquisition. As a result, most acquisition-related costs that would have been recorded on our consolidated statements of operations prior to adoption are now capitalized and will be amortized over the life of the related assets, and there is no recognition of goodwill. Costs incurred related to properties that were not ultimately acquired were recorded as Acquisition Expenses on our consolidated statements of operations. None of our real estate acquisitions in 2017 outside of the PELP transaction met the definition of a business; therefore, we accounted for all as asset acquisitions. Real estate assets are stated at cost less accumulated depreciation. The majority of acquisition-related costs are capitalized and allocated to the various classes of assets acquired. These costs are then amortized over the estimated useful lives associated with the assets acquired. Depreciation is computed using the straight-line method. The estimated useful lives for computing depreciation are generally not to exceed 5 - 7 years for furniture, fixtures and equipment, 15 years for land improvements and 30 years for buildings and building improvements. Tenant improvements are amortized over the shorter of the respective lease term or the expected useful life of the asset. Major replacements that extend the useful lives of the assets are capitalized, and maintenance and repair costs are expensed as incurred. Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the individual property may not be recoverable. In such an event, a comparison will be made of the projected operating cash flows of each property on an undiscounted basis to the carrying amount of such property. If deemed unrecoverable on an undiscounted basis, such carrying amount would be adjusted, if necessary, to estimated fair values to reflect impairment in the value of the asset. We recorded no impairments for the years ended December 31, 2017 , 2016 , and 2015 . We assess the acquisition-date fair values of all tangible assets, identifiable intangibles, and assumed liabilities using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis and replacement cost) and that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant. The fair values of buildings and improvements are determined on an as-if-vacant basis. The estimated fair value of acquired in-place leases is the cost we would have incurred to lease the properties to the occupancy level of the properties at the date of acquisition. Such estimates include leasing commissions, legal costs and other direct costs that would be incurred to lease the properties to such occupancy levels. Additionally, we evaluate the time period over which such occupancy levels would be achieved. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance, and utilities) that would be incurred during the lease-up period. Acquired in-place leases as of the date of acquisition are amortized over the weighted-average remaining lease terms. Acquired above- and below-market lease values are recorded based on the present value (using discount rates that reflect the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of the market lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental income over the remaining terms of the respective leases. We also consider fixed-rate renewal options in our calculation of the fair value of below-market leases and the periods over which such leases are amortized. If a tenant has a unilateral option to renew a below-market lease and we determine that the tenant has a financial incentive to exercise such option, we include such an option in the calculation of the fair value of such lease and the period over which the lease is amortized. We estimate the value of tenant origination and absorption costs by considering the estimated carrying costs during hypothetical expected lease-up periods, considering current market conditions. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. We estimate the fair value of assumed mortgage notes payable based upon indications of then-current market pricing for similar types of debt with similar maturities. Assumed mortgage notes payable are initially recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the note’s outstanding principal balance is amortized over the life of the mortgage note payable as an adjustment to interest expense. | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles —In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired represents goodwill. We allocate goodwill to the respective reporting units in which such goodwill arises. We evaluate goodwill for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable, or at least annually. Our annual testing date is during the fourth quarter and, due to the timing of the PELP transaction, annual testing will begin in 2018. The goodwill impairment evaluation may be completed through a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit’s fair value is less than its carrying value. If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of the reporting unit exceeds its fair value, or if we choose to bypass the qualitative approach, we will perform the quantitative approach described below. We are electing to adopt ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, as of January 1, 2018, as discussed in the table below. Therefore, when we perform a quantitative test of goodwill for impairment we will compare the carrying value of net assets to the fair value of the reporting unit. If the fair value of the reporting unit exceeds its carrying amount, we would not consider goodwill to be impaired and no further analysis would be required. If the fair value is determined to be less than its carrying value, the amount of goodwill impairment would be the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. If impairment indicators arise with respect to non-real estate intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted cash flows expected to be generated by the asset. If estimated future undiscounted cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period. Estimates of fair value used in our evaluation of goodwill and intangible assets are based upon discounted future cash flow projections, relevant competitor multiples, or other acceptable valuation techniques. These techniques are based, in turn, upon all available evidence including level three inputs (see fair value measurement policy below), such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results. | |
Held for Sale Entities | Held for Sale Entities —We consider assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. There were no assets classified as held for sale as of December 31, 2017 and 2016 . | |
Deferred Financing Expenses | Deferred Financing Expenses —Deferred financing expenses are capitalized and amortized on a straight-line basis over the term of the related financing arrangement, which approximates the effective interest method. Deferred financing costs related to our term loan facilities and mortgages are in Debt Obligations, Net, while deferred financing costs related to our revolving credit facility are in Other Assets, Net, on our consolidated balance sheets. | |
Fair Value Measurement | Fair Value Measurement —Accounting Standard Codification (“ASC”) 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined by ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows: Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3—Unobservable inputs, only used to the extent that observable inputs are not available, reflect our assumptions about the pricing of an asset or liability. Considerable judgment is necessary to develop estimated fair values of financial and non-financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we did or could actually realize upon disposition of the financial assets and liabilities previously sold or currently held. | |
Gain on Sale of Assets | Gain on Sale of Assets —We recognize sales of assets only upon the closing of the transaction with the purchaser. We recognize gains on assets sold upon closing if the collectibility of the sales price is reasonably assured, we are not obligated to perform any significant activities after the sale to earn the profit, we have received adequate initial investment from the purchaser, and other profit recognition criteria have been satisfied. We may defer recognition of gains in whole or in part until: (i) the profit is determinable, meaning that the collectibility of the sales price is reasonably assured or the amount that will not be collectible can be estimated; and (ii) the earnings process is virtually complete, meaning that we are not obliged to perform any significant activities after the sale to earn the profit. Further, we may defer a tax gain through an Internal Revenue Code (“IRC”) Section 1031 like-kind exchange by purchasing another property within a specified time period. | |
Revenue Recognition | Revenue Recognition —We commence revenue recognition on our leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. The determination of who is the owner, for accounting purposes, of the tenant improvements determines the nature of the leased asset and when revenue recognition under a lease begins. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space, and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If we conclude that we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant allowances funded under the lease are treated as lease incentives, which reduce revenue recognized over the term of the lease. In these circumstances, we begin revenue recognition when the lessee takes possession of the unimproved space to construct their own improvements. We consider a number of different factors in evaluating whether we or the lessee is the owner of the tenant improvements for accounting purposes. These factors include: • whether the lease stipulates how and on what a tenant improvement allowance may be spent; • whether the tenant or landlord retains legal title to the improvements; • the uniqueness of the improvements; • the expected economic life of the tenant improvements relative to the length of the lease; and • who constructs or directs the construction of the improvements. We recognize rental income on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of Other Assets, Net. Due to the impact of the straight-line adjustments, rental income generally will be greater than the cash collected in the early years and will be less than the cash collected in the later years of a lease. Our policy for percentage rental income is to defer recognition of contingent rental income until the specified target (i.e. breakpoint) that triggers the contingent rental income is achieved. Reimbursements from tenants for recoverable real estate tax and operating expenses are accrued as revenue in the period in which the applicable expenses are incurred. We make certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. We do not expect the actual results to materially differ from the estimated reimbursements. We periodically review the collectability of outstanding receivables. Allowances will be taken for those balances that we deem to be uncollectible, including any amounts relating to straight-line rent receivables and/or receivables for recoverable expenses. As of December 31, 2017 and 2016 , the bad debt reserve for uncollectible amounts was $3.3 million and $1.7 million , respectively. We record lease termination income if there is a signed termination agreement, all of the conditions of the agreement have been met, collectability is reasonably assured and the tenant is no longer occupying the property. Upon early lease termination, we provide for losses related to unrecovered tenant-specific intangibles and other assets. | |
Repurchase of Common Stock | Repurchase of Common Stock —We offer a share repurchase program (“SRP”) which may allow stockholders who participate to have their shares repurchased subject to approval and certain limitations and restrictions (see Note 11 ). Under our SRP, the maximum amount of common stock that we may redeem, at the shareholder’s election, during any calendar year is limited, among other things, to 5% of the weighted-average number of shares outstanding during the prior calendar year. The maximum amount is reduced each reporting period by the current year share redemptions to date. In addition, the cash available for repurchases on any particular date is generally limited to the proceeds from the DRIP during the preceding four fiscal quarters, less amounts already used for repurchases since the start of the same time period. The board of directors (“Board”) reserves the right at any time to reject any request for repurchase. Shares repurchased pursuant to our SRP are immediately retired upon purchase. Repurchased common stock is reflected as a reduction of stockholders’ equity. Our accounting policy related to share repurchases is to reduce common stock based on the par value of the shares and to reduce capital surplus for the excess of the repurchase price over the par value. Since the inception of the SRP in August 2010, we have had an accumulated deficit balance; therefore, the excess over the par value has been applied to additional paid-in capital. Once we have retained earnings, the excess will be charged entirely to retained earnings. | |
Income Taxes | Income Taxes —Our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a Taxable REIT Subsidiary (“TRS”) and is subject to U.S. federal, state, and local income taxes at regular corporate tax rates. As of June 30, 2018 and December 31, 2017 , a full valuation allowance was recorded for the entire amount of the net deferred tax asset. During the three and six months ended June 30, 2018 , there was no tax expense recorded due to the full valuation allowance and our having a net operating loss. We are continuing to evaluate the impact of the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”) on the organization as a whole, but we do not expect there to be a material impact on our consolidated financial statements. | Income Taxes —We have elected to be taxed as a REIT under the IRC. To qualify as a REIT, we must meet a number of organization and operational requirements, including a requirement to annually distribute to our shareholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. We intend to continue to adhere to these requirements and to maintain our REIT status. As a REIT, we are entitled to a deduction for some or all of the distributions we pay to our shareholders. Accordingly, we are generally subject to U.S. federal income taxes on any taxable income that is not currently distributed to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income taxes and may not be able to qualify as a REIT until the fifth subsequent taxable year. Notwithstanding our qualification as a REIT, we may be subject to certain state and local taxes on our income or properties. In addition, our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a Taxable REIT Subsidiary (“TRS”) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates. We did not record any tax expense in prior years as 2017 was the first year of existence for the TRS. As a REIT, we may also be subject to certain U.S. federal excise taxes if we engage in certain types of transactions. For more information regarding our income taxes, see Note 9 . |
Newly Adopted and Recently Issued Accounting Pronouncements | Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a nonfinancial asset. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting The amendments in this update expand the scope of Topic 718: Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from non-employees, except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). This update is effective for public business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for public entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted after December 15, 2018. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-02, Leases (Topic 842); ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Leases (Topic 842): Targeted Improvements These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. We expect to adopt the practical expedients available for implementation under the standard. By adopting these practical expedients, we will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether the costs previously capitalized as initial direct costs would continue to be amortized. This allows us to continue to account for our leases where we are the lessee as operating leases, however, any new or renewed leases may be classified as financing leases. We currently have fewer than 50 leases of this type. We also expect to recognize right of use assets and lease liability on our consolidated balance sheets related to certain leases where we are the lessee. In July 2018, the FASB issued an ASU related to ASC 842. The update allows lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. We expect to utilize this practical expedient. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. | Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of recently issued accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 We do not expect the adoption of this standard to have a material impact to our financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We adopted this standard concurrently with ASU 2014-09, listed below. There are currently no transactions subject to this ASU. Although expected to be infrequent, potential transactions affected by this ASU could include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We are electing to adopt this standard as of January 1, 2018. The adoption of this standard will not have a material impact on our consolidated financial statements. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period and end-of-period total amounts on the statement of cash flows. This change will not have a material impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We have evaluated the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe four would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, and distributions received from equity method investees. This update will not have a material impact on our consolidated financial statements. We will apply the guidance for all of the eight cash flow types to any future transactions when applicable. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities. In January 2018, the FASB issued a proposed ASU related to ASC 842. The update would allow lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. This proposal is currently under consideration by regulators. We also expect to recognize right of use assets on our consolidated balance sheets related to certain ground leases, office space, and office equipment leases where we are the lessee. We will continue to evaluate the effect the adoption of ASU 2016-02 will have on our consolidated financial statements. However, we currently believe that the adoption of ASU 2016-02 will not have a material impact on our consolidated financial statements. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental or reimbursement revenue. However, the standard will apply to a majority of our fees and management income. We have evaluated the impact of this standard to fees and management income and do not expect a material impact on our revenue recognition, but we do expect to provide additional disclosures around fees and management revenue. We are adopting this guidance on a modified retrospective basis. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-12, Derivatives and Hedging (Topic 815) This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. September 2017 Upon adoption, we included a disclosure related to the effect of our hedging activities on our consolidated statements of operations. This disclosure also eliminated the periodic measurement and recognition of hedging ineffectiveness. We adopted this guidance on a modified retrospective basis and applied an adjustment to Accumulated Other Comprehensive Income with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. For a more detailed discussion of this adoption, see Note 8. ASU 2017-01, Business Combinations This update amended existing guidance in order to clarify when an integrated set of assets and activities is considered a business. January 1, 2017 For a more detailed discussion of the effect of this adoption on our consolidated financial statements, refer to the Investment in Property and Lease Intangibles section above. |
Earnings Per Share (FY) (Polici
Earnings Per Share (FY) (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share, Policy | We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing Net Loss Attributable to Stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. | We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. OP units held by limited partners other than us, as well as previously held Class B units prior to the completion of the PELP transaction, are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents, and have the potential to be exchanged for an equal number of shares of our common stock in accordance with the terms of the Partnership Agreement. Phantom stock units are not considered participating securities, as they are not convertible into common stock. The impact of these Class B and OP units on basic and diluted EPS has been calculated using the two-class method whereby earnings are allocated to the Class B and OP units based on dividends declared and the units’ participation rights in undistributed earnings. The effects of the two-class method on basic and diluted EPS were immaterial to the consolidated financial statements as of December 31, 2017 , 2016 , and 2015 . |
Summary of Significant Accoun53
Summary of Significant Accounting Policies (Q2) (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of these financial statements should refer to the audited consolidated financial statements of Phillips Edison & Company, Inc. for the year ended December 31, 2017 , which are included in our 2017 Annual Report on Form 10-K. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in these financial statements. Our results of operations for the three and six months ended June 30, 2018 , are not necessarily indicative of the operating results expected for the full year. The accompanying consolidated financial statements include our accounts and those of our majority-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. | Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements include our accounts and the accounts of the Operating Partnership and its wholly-owned subsidiaries (over which we exercise financial and operating control). The financial statements of the Operating Partnership are prepared using accounting policies consistent with our accounting policies. All intercompany balances and transactions are eliminated upon consolidation. |
Income Taxes | Income Taxes —Our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a Taxable REIT Subsidiary (“TRS”) and is subject to U.S. federal, state, and local income taxes at regular corporate tax rates. As of June 30, 2018 and December 31, 2017 , a full valuation allowance was recorded for the entire amount of the net deferred tax asset. During the three and six months ended June 30, 2018 , there was no tax expense recorded due to the full valuation allowance and our having a net operating loss. We are continuing to evaluate the impact of the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”) on the organization as a whole, but we do not expect there to be a material impact on our consolidated financial statements. | Income Taxes —We have elected to be taxed as a REIT under the IRC. To qualify as a REIT, we must meet a number of organization and operational requirements, including a requirement to annually distribute to our shareholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. We intend to continue to adhere to these requirements and to maintain our REIT status. As a REIT, we are entitled to a deduction for some or all of the distributions we pay to our shareholders. Accordingly, we are generally subject to U.S. federal income taxes on any taxable income that is not currently distributed to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income taxes and may not be able to qualify as a REIT until the fifth subsequent taxable year. Notwithstanding our qualification as a REIT, we may be subject to certain state and local taxes on our income or properties. In addition, our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a Taxable REIT Subsidiary (“TRS”) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates. We did not record any tax expense in prior years as 2017 was the first year of existence for the TRS. As a REIT, we may also be subject to certain U.S. federal excise taxes if we engage in certain types of transactions. For more information regarding our income taxes, see Note 9 . |
Newly Adopted and Recently Issued Accounting Pronouncements | Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a nonfinancial asset. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting The amendments in this update expand the scope of Topic 718: Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from non-employees, except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). This update is effective for public business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for public entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted after December 15, 2018. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-02, Leases (Topic 842); ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Leases (Topic 842): Targeted Improvements These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. We expect to adopt the practical expedients available for implementation under the standard. By adopting these practical expedients, we will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether the costs previously capitalized as initial direct costs would continue to be amortized. This allows us to continue to account for our leases where we are the lessee as operating leases, however, any new or renewed leases may be classified as financing leases. We currently have fewer than 50 leases of this type. We also expect to recognize right of use assets and lease liability on our consolidated balance sheets related to certain leases where we are the lessee. In July 2018, the FASB issued an ASU related to ASC 842. The update allows lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. We expect to utilize this practical expedient. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. | Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of recently issued accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 We do not expect the adoption of this standard to have a material impact to our financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We adopted this standard concurrently with ASU 2014-09, listed below. There are currently no transactions subject to this ASU. Although expected to be infrequent, potential transactions affected by this ASU could include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We are electing to adopt this standard as of January 1, 2018. The adoption of this standard will not have a material impact on our consolidated financial statements. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period and end-of-period total amounts on the statement of cash flows. This change will not have a material impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We have evaluated the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe four would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, and distributions received from equity method investees. This update will not have a material impact on our consolidated financial statements. We will apply the guidance for all of the eight cash flow types to any future transactions when applicable. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities. In January 2018, the FASB issued a proposed ASU related to ASC 842. The update would allow lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. This proposal is currently under consideration by regulators. We also expect to recognize right of use assets on our consolidated balance sheets related to certain ground leases, office space, and office equipment leases where we are the lessee. We will continue to evaluate the effect the adoption of ASU 2016-02 will have on our consolidated financial statements. However, we currently believe that the adoption of ASU 2016-02 will not have a material impact on our consolidated financial statements. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental or reimbursement revenue. However, the standard will apply to a majority of our fees and management income. We have evaluated the impact of this standard to fees and management income and do not expect a material impact on our revenue recognition, but we do expect to provide additional disclosures around fees and management revenue. We are adopting this guidance on a modified retrospective basis. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-12, Derivatives and Hedging (Topic 815) This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. September 2017 Upon adoption, we included a disclosure related to the effect of our hedging activities on our consolidated statements of operations. This disclosure also eliminated the periodic measurement and recognition of hedging ineffectiveness. We adopted this guidance on a modified retrospective basis and applied an adjustment to Accumulated Other Comprehensive Income with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. For a more detailed discussion of this adoption, see Note 8. ASU 2017-01, Business Combinations This update amended existing guidance in order to clarify when an integrated set of assets and activities is considered a business. January 1, 2017 For a more detailed discussion of the effect of this adoption on our consolidated financial statements, refer to the Investment in Property and Lease Intangibles section above. |
Reclassifications | Reclassifications —The following line items on our consolidated statement of operations and comprehensive income for the three and six months ended June 30, 2017 , were reclassified: • Unrealized Gain (Loss) on Derivatives and Reclassification of Derivative Loss to Interest Expense were combined to Change in Unrealized Gain on Interest Rate Swaps. • Acquisition Expenses were combined to General and Administrative. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share (Q2) (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share, Policy | We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing Net Loss Attributable to Stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. | We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. OP units held by limited partners other than us, as well as previously held Class B units prior to the completion of the PELP transaction, are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents, and have the potential to be exchanged for an equal number of shares of our common stock in accordance with the terms of the Partnership Agreement. Phantom stock units are not considered participating securities, as they are not convertible into common stock. The impact of these Class B and OP units on basic and diluted EPS has been calculated using the two-class method whereby earnings are allocated to the Class B and OP units based on dividends declared and the units’ participation rights in undistributed earnings. The effects of the two-class method on basic and diluted EPS were immaterial to the consolidated financial statements as of December 31, 2017 , 2016 , and 2015 . |
Summary of Significant Accoun55
Summary of Significant Accounting Policies (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
New Accounting Pronouncements and Changes in Accounting Principles | Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a nonfinancial asset. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting The amendments in this update expand the scope of Topic 718: Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from non-employees, except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). This update is effective for public business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for public entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted after December 15, 2018. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-02, Leases (Topic 842); ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Leases (Topic 842): Targeted Improvements These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. We expect to adopt the practical expedients available for implementation under the standard. By adopting these practical expedients, we will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether the costs previously capitalized as initial direct costs would continue to be amortized. This allows us to continue to account for our leases where we are the lessee as operating leases, however, any new or renewed leases may be classified as financing leases. We currently have fewer than 50 leases of this type. We also expect to recognize right of use assets and lease liability on our consolidated balance sheets related to certain leases where we are the lessee. In July 2018, the FASB issued an ASU related to ASC 842. The update allows lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. We expect to utilize this practical expedient. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. | The following table provides a brief description of recently issued accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 We do not expect the adoption of this standard to have a material impact to our financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We adopted this standard concurrently with ASU 2014-09, listed below. There are currently no transactions subject to this ASU. Although expected to be infrequent, potential transactions affected by this ASU could include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We are electing to adopt this standard as of January 1, 2018. The adoption of this standard will not have a material impact on our consolidated financial statements. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period and end-of-period total amounts on the statement of cash flows. This change will not have a material impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We have evaluated the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe four would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, and distributions received from equity method investees. This update will not have a material impact on our consolidated financial statements. We will apply the guidance for all of the eight cash flow types to any future transactions when applicable. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities. In January 2018, the FASB issued a proposed ASU related to ASC 842. The update would allow lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. This proposal is currently under consideration by regulators. We also expect to recognize right of use assets on our consolidated balance sheets related to certain ground leases, office space, and office equipment leases where we are the lessee. We will continue to evaluate the effect the adoption of ASU 2016-02 will have on our consolidated financial statements. However, we currently believe that the adoption of ASU 2016-02 will not have a material impact on our consolidated financial statements. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental or reimbursement revenue. However, the standard will apply to a majority of our fees and management income. We have evaluated the impact of this standard to fees and management income and do not expect a material impact on our revenue recognition, but we do expect to provide additional disclosures around fees and management revenue. We are adopting this guidance on a modified retrospective basis. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-12, Derivatives and Hedging (Topic 815) This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. September 2017 Upon adoption, we included a disclosure related to the effect of our hedging activities on our consolidated statements of operations. This disclosure also eliminated the periodic measurement and recognition of hedging ineffectiveness. We adopted this guidance on a modified retrospective basis and applied an adjustment to Accumulated Other Comprehensive Income with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. For a more detailed discussion of this adoption, see Note 8. ASU 2017-01, Business Combinations This update amended existing guidance in order to clarify when an integrated set of assets and activities is considered a business. January 1, 2017 For a more detailed discussion of the effect of this adoption on our consolidated financial statements, refer to the Investment in Property and Lease Intangibles section above. |
PELP Acquisition (FY) (Tables)
PELP Acquisition (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Schedule of Business Acquisitions, by Acquisition | Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands): Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 | Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands): Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 Our real estate asset acquired during the six June 30, 2018 , was as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $ 8,423 135.437 71.3 % During the six months ended June 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Atwater Marketplace Atwater, CA Save Mart 2/10/2017 $ 15,041 96,224 94.6 % Rocky Ridge Station (1) Roseville, CA Sprouts 4/18/2017 37,271 93,337 96.3 % Greentree Station Racine, WI Pick ‘n Save 5/5/2017 12,309 82,659 90.3 % Titusville Station Titusville, FL Publix 6/15/2017 13,817 117,507 71.7 % Sierra Station (1) Corona, CA Ralph’s 6/20/2017 29,137 110,904 94.0 % (1) The purchase price includes debt assumed as part of the acquisition. | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,154 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,085 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 For the years ended December 31, 2017 and 2016 , we allocated the purchase price of acquisitions unrelated to the PELP transaction, including acquisition costs for 2017, to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2017 2016 Land and improvements $ 47,556 $ 78,908 Building and improvements 130,482 140,145 Acquired in-place leases 17,740 21,506 Acquired above-market leases 1,314 3,559 Acquired below-market leases (5,736 ) (10,198 ) Total assets and lease liabilities acquired 191,356 233,920 Less: Fair value of assumed debt at acquisition 30,831 33,326 Net assets acquired $ 160,525 $ 200,594 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 The fair value at acquisition and weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the six months ended June 30, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 946 6 $ 9,611 13 Acquired above-market leases 74 3 850 7 Acquired below-market leases (457 ) 16 (2,622 ) 20 | The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction are as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 |
Business Combination, Results of Operations | The consolidated net assets and results of operations of PELP’s contributions were included in the consolidated financial statements from the transaction date going forward and resulted in the following impact to Total Revenues and Net Loss for the three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Revenues $ 21,482 $ 42,952 Net loss (9,837 ) (8,536 ) | The consolidated net assets and results of operations of PELP’s contributions are included in the consolidated financial statements from October 4, 2017, going forward and resulted in the following impact to Total Revenues and Net Loss (in thousands): 2017 Revenues $ 21,202 Net income 1,297 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. (in thousands) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Pro forma revenues $ 102,775 $ 201,454 Pro forma net income attributable to stockholders 465 1,264 | The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain, nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations For the Year Ended December 31, (in thousands) 2017 2016 Pro forma revenues $ 402,898 $ 400,089 Pro forma net income (loss) attributable to stockholders 1,982 (3,956 ) |
Real Estate Acquisitions and 57
Real Estate Acquisitions and Dispositions (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Real Estate Investments, Net [Abstract] | ||
Allocation of Acquisition Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 Our real estate asset acquired during the six June 30, 2018 , was as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $ 8,423 135.437 71.3 % During the six months ended June 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Atwater Marketplace Atwater, CA Save Mart 2/10/2017 $ 15,041 96,224 94.6 % Rocky Ridge Station (1) Roseville, CA Sprouts 4/18/2017 37,271 93,337 96.3 % Greentree Station Racine, WI Pick ‘n Save 5/5/2017 12,309 82,659 90.3 % Titusville Station Titusville, FL Publix 6/15/2017 13,817 117,507 71.7 % Sierra Station (1) Corona, CA Ralph’s 6/20/2017 29,137 110,904 94.0 % (1) The purchase price includes debt assumed as part of the acquisition. | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,154 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,085 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 For the years ended December 31, 2017 and 2016 , we allocated the purchase price of acquisitions unrelated to the PELP transaction, including acquisition costs for 2017, to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2017 2016 Land and improvements $ 47,556 $ 78,908 Building and improvements 130,482 140,145 Acquired in-place leases 17,740 21,506 Acquired above-market leases 1,314 3,559 Acquired below-market leases (5,736 ) (10,198 ) Total assets and lease liabilities acquired 191,356 233,920 Less: Fair value of assumed debt at acquisition 30,831 33,326 Net assets acquired $ 160,525 $ 200,594 |
Weighted-average Amortization Periods of Acquired Lease Intangibles | The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the years ended December 31, 2017 and 2016 , are as follows (in years): 2017 2016 Acquired in-place leases 13 11 Acquired above-market leases 6 6 Acquired below-market leases 18 19 |
Intangible Leases and Goodwil58
Intangible Leases and Goodwill (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Acquired Intangible Assets and Liabilities | Acquired intangible assets and liabilities consisted of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Management contracts $ 58,000 $ (2,900 ) $ — $ — Acquired in-place leases 313,432 (123,314 ) 212,916 (92,347 ) Acquired above-market leases 53,524 (24,631 ) 42,009 (19,443 ) Below-market lease liabilities (118,012 ) 27,388 (63,287 ) 20,255 |
Finite-lived Intangible Assets Amortization Expense | Summarized below is the amortization recorded on the intangible assets and liabilities for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Management contracts $ 2,900 $ — $ — Acquired in-place leases 30,966 28,812 29,970 Acquired above-market leases 5,188 5,228 5,819 Acquired below-market leases (7,133 ) (6,436 ) (6,640 ) Total $ 31,921 $ 27,604 $ 29,149 |
Schedule of Acquired Intangible Assets, Future Amortization Expense | Estimated future amortization of the respective acquired intangible assets and liabilities as of December 31, 2017 , for each of the next five years is as follow (in thousands): Management Contracts In-Place Leases Above-Market Leases Below-Market Leases 2018 $ 11,600 $ 35,572 $ 5,883 $ (9,801 ) 2019 11,600 30,270 5,145 (8,959 ) 2020 11,600 24,794 4,583 (8,389 ) 2021 11,600 20,086 3,715 (7,644 ) 2022 8,700 16,778 2,761 (6,925 ) |
Other Assets, Net (FY) (Tables)
Other Assets, Net (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Other Assets | The following is a summary of Other Assets, Net outstanding as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Other assets, net: Deferred leasing commissions and costs $ 32,120 $ 29,055 Deferred financing costs 13,971 13,971 Office equipment, including capital lease assets, and other 12,070 10,308 Total depreciable and amortizable assets 58,161 53,334 Accumulated depreciation and amortization (21,637 ) (17,121 ) Net depreciable and amortizable assets 36,524 36,213 Accounts receivable, net 36,488 41,211 Deferred rent receivable, net 20,687 18,201 Derivative asset 34,839 16,496 Prepaid expenses 5,531 4,232 Investment in affiliates 903 902 Other 2,834 1,193 Total other assets, net $ 137,806 $ 118,448 | The following is a summary of Other Assets, Net outstanding as of December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred leasing commissions and costs $ 29,055 $ 21,092 Deferred financing costs 13,971 8,940 Office equipment and other 10,308 331 Total depreciable and amortizable assets 53,334 30,363 Accumulated depreciation and amortization (17,121 ) (11,286 ) Net depreciable and amortizable assets 36,213 19,077 Accounts receivable, net 41,211 31,029 Deferred rent receivable, net 18,201 14,483 Derivative asset 16,496 11,916 Prepaid expenses 4,232 2,986 Investment in affiliates 902 — Other 1,193 1,094 Other assets, net $ 118,448 $ 80,585 |
Debt Obligations (FY) (Tables)
Debt Obligations (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt Obligations | The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, on our debt obligations as of June 30, 2018 and December 31, 2017 (in thousands): Interest Rate June 30, 2018 December 31, 2017 Revolving credit facility (1) LIBOR + 1.40% $ 46,568 $ 61,569 Term loans (2) 2.51% - 3.93% 1,205,000 1,140,000 Secured loan facility due 2026 3.55% 175,000 175,000 Secured loan facility due 2027 3.52% 195,000 195,000 Mortgages and other (3) 3.75% - 7.91% 226,415 246,217 Assumed market debt adjustments, net (4) 4,517 5,254 Deferred financing costs (5) (14,028 ) (16,042 ) Total $ 1,838,472 $ 1,806,998 (1) The gross borrowings and payments under our revolving credit facility were $151.0 million and $166.0 million , respectively, during the six months ended June 30, 2018 . The revolving credit facility has a capacity of $500 million and matures in October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan due in 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of June 30, 2018 , the availability on our revolving credit facility exceeded the balance on the loan. The $175 million term loan due in 2020 has options to extend its maturity to 2021. We executed a $65 million delayed draw in January 2018 on one of our term loans entered into in October 2017. (3) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of June 30, 2018 and December 31, 2017 . (4) Net of accumulated amortization of $4.2 million and $3.7 million as of June 30, 2018 and December 31, 2017 , respectively. (5) Net of accumulated amortization of $7.0 million and $5.4 million as of June 30, 2018 and December 31, 2017 , respectively. | The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, on our debt obligations as of December 31, 2017 and 2016 (in thousands): Interest Rate 2017 2016 Revolving credit facility (1) 2.89% $ 61,569 $ 176,969 Term loans (2)(3) 2.46%-3.93% 1,140,000 655,000 Secured loan facility due 2026 3.55% 175,000 — Secured loan facility due 2027 3.52% 195,000 — Mortgages and notes payable 3.75%-7.91% 246,217 228,721 Assumed market debt adjustments, net (4) 5,254 4,490 Deferred financing costs (5) (16,042 ) (9,024 ) Total $ 1,806,998 $ 1,056,156 (1) The gross borrowings under our revolving credit facility were $437.0 million , $590.8 million , and $297.8 million during the years ended December 31, 2017 , 2016 , and 2015 , respectively. The gross payments on our revolving credit facility were $552.4 million , $554.8 million , and $448.5 million during the years ended December 31, 2017 , 2016 , and 2015 , respectively. The revolving credit facility had a capacity of $500 million as of December 31, 2017 and 2016 . In October 2017, the maturity date of the revolving credit facility was extended to October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan maturing in February 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of December 31, 2017 , the availability on our revolving credit facility exceeded the balance on the loan maturing in 2019. The term loan maturing in 2020 also has options to extend its maturity to 2021. (3) One of our term loans that matures in 2022 had an outstanding balance of $310.0 million at December 31, 2017 , with a capacity of $375.0 million . In January 2018 an additional $65.0 million was drawn on this term loan. (4) Net of accumulated amortization of $3.7 million and $6.1 million as of December 31, 2017 and 2016 , respectively. The decrease in accumulated amortization is a result of a reduction in market debt adjustments due to the extinguishment of higher-rate mortgage debt during the year ended December 31, 2017. (5) Net of accumulated amortization of $5.4 million and $3.9 million as of December 31, 2017 and 2016 , respectively. |
Schedule of Long-term Debt Instruments, Alternative | The allocation of total debt between fixed- and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of June 30, 2018 and December 31, 2017 , is summarized below (in thousands): June 30, 2018 December 31, 2017 As to interest rate: (1) Fixed-rate debt $ 1,588,415 $ 1,608,217 Variable-rate debt 259,568 209,569 Total $ 1,847,983 $ 1,817,786 As to collateralization: Unsecured debt $ 1,252,258 $ 1,202,476 Secured debt 595,725 615,310 Total $ 1,847,983 $ 1,817,786 (1) Includes the effects of derivative financial instruments (see Notes 8 and 14 ). | The allocation of total debt between fixed- and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of December 31, 2017 and 2016 , is summarized below (in thousands): 2017 2016 As to interest rate: (1) Fixed-rate debt $ 1,608,217 $ 615,721 Variable-rate debt 209,569 444,969 Total $ 1,817,786 $ 1,060,690 As to collateralization: Unsecured debt $ 1,202,476 $ 831,969 Secured debt 615,310 228,721 Total $ 1,817,786 $ 1,060,690 (1) Includes the effects of derivative financial instruments (see Notes 8 and 17 ). |
Schedule of Maturities of Long-Term Debt | Below is our maturity schedule with the respective principal payment obligations, excluding market debt adjustments and deferred financing costs (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Revolving credit facility $ — $ — $ — $ 61,569 $ — $ — $ 61,569 Term loans — 100,000 175,000 125,000 310,000 430,000 1,140,000 Loan facility due 2026 — — — — — 175,000 175,000 Loan facility due 2027 — — — — — 195,000 195,000 Mortgages and notes payable 8,142 9,192 7,323 68,001 31,169 122,390 246,217 Total maturing debt $ 8,142 $ 109,192 $ 182,323 $ 254,570 $ 341,169 $ 922,390 $ 1,817,786 |
Derivatives and Hedging Activ61
Derivatives and Hedging Activities (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Derivative Instruments | The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of December 31, 2017 and 2016 (notional amounts in thousands): 2017 2016 (1) Count 6 4 Notional amount $ 992,000 $ 642,000 Fixed LIBOR 1.2% - 2.2% 1.2% - 1.5% Maturity date 2019-2024 2019 - 2023 (1) One interest rate swap that we entered into in October 2016 with a notional amount of $255 million was not effective until July 2017. | |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Amount of gain (loss) recognized in OCI on derivative $ 5,608 $ (2,914 ) $ 19,047 $ (1,765 ) Amount of (gain) loss reclassified from AOCI into interest expense (753 ) 378 (704 ) 975 | The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Amount of gain (loss) recognized in OCI on derivatives $ 2,770 $ 6,979 $ (3,128 ) Amount of loss reclassified from AOCI into interest expense 1,810 3,586 3,150 |
Income Taxes (FY) (Tables)
Income Taxes (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Deferred Tax Assets and Liabilities | The following is a summary of our deferred tax assets and liabilities, which result from the activities of the TRS, as of December 31, 2017 (in thousands): 2017 Deferred tax assets: Accrued expenses $ 4,276 Net operating loss (“NOL”) carryforward (1) 667 Other 106 Gross deferred tax assets 5,049 Valuation allowance (3,277 ) Total deferred tax asset 1,772 Deferred tax liabilities: Depreciation and amortization (1,638 ) Prepaid expenses (134 ) Total deferred tax liabilities (1,772 ) Net deferred tax asset $ — (1) If not utilized, the NOL carryforward will begin to expire in 2037. Losses incurred after 2017 are carried forward indefinitely. | |
Summary of REIT Taxable Income Subject to Dividend Distribution | The following table reconciles Net (Loss) Income Attributable to Stockholders to REIT taxable income before the dividends paid deduction for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Net (loss) income attributable to stockholders $ (38,391 ) $ 8,932 $ 13,360 Net loss (income) from subsidiaries 31,395 (17,785 ) (23,725 ) Net loss attributable to REIT operations (6,996 ) (8,853 ) (10,365 ) Book/tax differences 45,677 42,556 45,280 REIT taxable income subject to 90% dividend requirement $ 38,681 $ 33,703 $ 34,915 | |
Summary of Dividends Payment Deduction | Distributions paid to stockholders and OP unit holders of record subsequent to June 30, 2018, were as follows (in thousands): Month Date of Record Distribution Rate Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution June 6/15/2018 $0.05583344 7/2/2018 $ 12,672 $ 3,962 $ 8,710 July 7/16/2018 $0.05583344 8/1/2018 12,439 — 12,439 | The following is a summary of our dividends paid deduction for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Distributions paid to common stockholders $ 123,100 $ 123,004 $ 123,119 Non-dividend distributions (84,419 ) (89,301 ) (88,204 ) Total dividends paid deduction attributable to earnings and profits $ 38,681 $ 33,703 $ 34,915 |
Schedule of Effective Income Tax Rate Reconciliation | The tax composition of our distributions declared for the years ended December 31, 2017 and 2016 , was as follows: 2017 2016 Ordinary income 28.6 % 28.2 % Return of capital 70.9 % 71.8 % Capital gain distributions 0.5 % — % Total 100.0 % 100.0 % |
Commitments and Contingencies63
Commitments and Contingencies (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum rental commitments under noncancelable operating leases as of December 31, 2017 , were as follows: Year Amount 2018 $ 1,101 2019 773 2020 310 2021 188 2022 185 Thereafter 388 Total $ 2,945 |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | The following is a summary of the activity in the liability for unpaid losses, which is recorded in Accounts Payable and Other Liabilities on our consolidated balance sheet, for the year ended December 31, 2017 (in thousands): 2017 Balance upon acquisition on October 4, 2017 $ 4,339 Incurred related to: Current year 452 Prior years 898 Total incurred 1,350 Paid related to: Current year 81 Prior years 725 Total paid 806 Unpaid loss liability as of December 31, 2017 $ 4,883 |
Equity Stockholders' Equity (FY
Equity Stockholders' Equity (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Summary of Outstanding OP Units and Unvested Class B Units | Below is a summary of our number of outstanding OP units and unvested Class B units as of December 31, 2017 and 2016 (in thousands): 2017 2016 OP units 44,454 2,785 Class B units (1) — 2,610 (1) Upon closing of the PELP transaction, all outstanding Class B units were converted to OP units. |
Compensation (FY) (Tables)
Compensation (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Award Activity | The following table summarizes our stock-based award activity during the year ended December 31, 2017 (number of units in thousands): Number of Restricted Stock Awards Number of Phantom Stock Units Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2016 10 — $ 10.20 Granted 10 — 10.20 Vested (2 ) — 10.20 Assumed — 2,450 10.20 Forfeited — (4 ) 10.20 Nonvested at December 31, 2017 18 2,446 $ 10.20 |
Earnings Per Share (FY) (Tables
Earnings Per Share (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted | The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the three and six months ended June 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator: Net loss attributable to stockholders - basic $ (11,351 ) $ (1,193 ) $ (12,951 ) $ (87 ) Net loss attributable to convertible OP units (1) (2,756 ) (28 ) (3,090 ) — Net loss attributable to stockholders and convertible noncontrolling interests - diluted $ (14,107 ) $ (1,221 ) $ (16,041 ) $ (87 ) Denominator: Weighted-average shares - basic 184,450 183,126 185,171 183,178 OP units (1) 44,453 2,785 44,453 2,785 Adjusted weighted-average shares - diluted 228,903 185,911 229,624 185,963 Earnings per common share: Net loss attributable to stockholders - basic and diluted $ (0.06 ) $ (0.01 ) $ (0.07 ) $ (0.00 ) (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 13 ), as well as units issued as part of the PELP transaction (Note 4 ), all of which are convertible into common shares. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for all years presented. | The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the years ended December 31, 2017 , 2016 , and 2015 (in thousands, except per share amounts): 2017 2016 2015 Numerator: Net (loss) income attributable to stockholders - basic $ (38,391 ) $ 8,932 $ 13,360 Net (loss) income attributable to convertible OP units (1) (3,470 ) 111 201 Net (loss) income - diluted $ (41,861 ) $ 9,043 $ 13,561 Denominator: Weighted-average shares - basic 183,784 183,876 183,678 Conversion of OP units (1) 12,713 2,785 2,716 Effect of dilutive restricted stock awards — 4 — Adjusted weighted-average shares - diluted 196,497 186,665 186,394 Earnings per common share: Basic and diluted $ (0.21 ) $ 0.05 $ 0.07 (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 15 ), as well as units issued as part of the PELP transaction (see Note 3 ), all of which are convertible into common shares. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Loss (Income) Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator because these OP units were included in the denominator for all years presented. |
Related Party Revenue (FY) (Tab
Related Party Revenue (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Fees Earned By and Expenses Reimbursable to Us from Managed Funds | Summarized below are the fees earned by and the expenses reimbursable to us from the related party Managed Funds during the year ended December 31, 2017 , all of which were earned following the PELP transaction (in thousands): REIT II REIT III NRP Other Parties Total Advisory Agreements Revenue: Acquisition fees $ 218 $ 519 $ — $ — $ 737 Asset management fees 2,878 59 105 49 3,091 Due diligence reimbursements 142 72 — — 214 Total advisory revenue $ 3,238 $ 650 $ 105 $ 49 $ 4,042 Management Agreements Revenue: Property management fees $ 1,518 $ 15 $ 230 $ 27 $ 1,790 Leasing commissions 782 15 196 16 1,009 Construction management fees 365 4 36 7 412 Other property management fees and reimbursements 339 69 65 77 550 Total property management revenue $ 3,004 $ 103 $ 527 $ 127 $ 3,761 Other Revenue: Insurance premiums $ 206 $ — $ — $ — $ 206 | |
Fee Structure, Advisory Agreements | The following tables summarize our fee structure for each of the related party Managed Funds. Acquisition Fee Fund Rate Payable Description REIT II 0.85% In cash upon completion Rate is based on contract purchase price, including acquisition expenses and any debt. REIT III 2.0% In cash upon completion Rate is based on contract purchase price, including acquisition expenses and any debt. During the public offering period for REIT III, we will receive an additional contingent advisor payment of 2.15% of the contract purchase price of each property or other real estate investment they acquire. Disposition fee Fund Rate Payable Description REIT II 1.7%, or up to 3.0% In cash upon completion Rate is lesser of 1.7% of contract sales price or one-half of the total commissions paid if a non-affiliated broker is also involved in the sale, not to exceed a competitive rate or 6%. REIT III 2.0% or up to 3.0% In cash upon completion Rate is lesser of 2% of contract sales price or one-half of the total commissions paid if a non-affiliated broker is also involved in the sale, not to exceed a competitive rate or 6%. Asset Management Fee and Subordinated Participation Fund Rate Payable Description REIT II 0.85% 80% in cash and 20% in Class B units, paid monthly One-twelfth of the rate is paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate is paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV. REIT III 1.0% Monthly in cash, partnership units, or common stock at our election One-twelfth of the rate is paid out monthly based on asset cost as of the last day of the preceding month. NRP 0.5%, or up to 1.0% Monthly An amount of one-twelfth of 0.5% of the aggregate capital contributions as of the first day of the quarterly period. Once an aggregate amount of the asset management fees received reaches $918K, the monthly amount is equal to one-twelfth of 1.0% of the invested equity. | |
Fee Structure, Management Agreements | All property management agreements have terms as follows: Fee Performance Obligation Satisfied Timing of Payment Revenue Recognition Property Management Over time In cash, monthly Revenue is recognized based on a percentage of monthly cash receipts at each property. Leasing Commissions Point in time In cash upon completion Revenue is recognized based on a percentage of the contractual payments to be received per the terms of the lease and occurs when the lease is executed. Construction Management Point in time In cash upon completion Revenue is recognized based on a percentage of the cost of the construction project. Revenue recognition occurs upon completion of the contract (in the case of a normal capital improvement) or upon the tenant taking possession (in the case of a tenant improvement). | The Management Agreements have terms as follows: Fee Rate Payable Description Property Management 4.0% In cash, monthly Rate is applied to monthly cash receipts at a given property. Leasing Commissions various In cash upon completion An amount equal to the leasing fees charged by unaffiliated persons rendering comparable services in the same geographic location. Construction Management various In cash upon completion An amount equal to the fees charged by unaffiliated persons rendering comparable services in the same geographic location. |
Related Party Receivables | Summarized below is the detail of our outstanding receivable balance from related parties as of December 31, 2017 (in thousands): 2017 REIT II and other related parties $ 1,551 REIT III 4,551 Total $ 6,102 |
Related-Party Transactions (F68
Related-Party Transactions (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Asset Management Fee and Subordinated Participation | Asset Management Fee and Subordinated Participation Date Rate Payable Description January 1, 2015 through September 30, 2015 1.00% 80% in Class B units; 20% in cash One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV. October 1, 2015 through August 31, 2017 1.00% 80% in cash; 20% in Class B units One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV. September 1, 2017 through September 19, 2017 0.85% 80% in cash; 20% in Class B units One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV. September 20, 2017 through October 4, 2017 0.85% 100% in cash One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. | |
Other Advisor Fees | Other Advisory Fees and Reimbursements Paid in Cash Fee Type Date Rate Description Acquisition fee January 1, 2015 through August 31, 2017 1.00% Equal to the product of (x) the rate by (y) the cost of investments we acquired or originated, including any debt attributable to such investments. September 1, 2017 through October 4, 2017 0.85% Acquisition expenses January 1, 2015 through October 4, 2017 N/A Reimbursements for direct expenses incurred related to selecting, evaluating, and acquiring assets on our behalf, including certain personnel costs. Disposition Fee January 1, 2015 through August 31, 2017 2.00% Fee paid for substantial assistance, as determined by the conflicts committee of our Board, in connection with the sale of properties or other investments. September 1, 2017 through October 4, 2017 1.70% Financing Fee January 1, 2015 through August 31, 2015 0.75% Fee paid on all amounts made available under any loan or line of credit. | |
Advisory Transactions | Summarized below are the fees earned by and the expenses reimbursable for the three and six months ended June 30, 2017 (in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Acquisition fees (1) $ 902 $ 1,050 Due diligence fees (1) 183 213 Asset management fees (2) 5,228 10,317 OP unit distributions (3) 465 925 Class B unit distributions (4) 473 911 Disposition fees 19 19 Total $ 7,270 $ 13,435 (1) The majority of acquisition and due diligence fees are capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity. (4) The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations. | Summarized below are the fees earned by and the expenses reimbursable to PE-NTR and ARC for the years ended December 31, 2017 , 2016 , and 2015 . This table includes any related amounts unpaid as of December 31, 2016 , except for unpaid general and administrative expenses, which we disclose above (in thousands): For the Year Ended December 31, Unpaid as of December 31, 2017 2016 2015 2016 Acquisition fees (1) $ 1,344 $ 2,342 $ 1,247 $ — Acquisition expenses (1) 583 464 208 29 Asset management fees (2) 15,573 19,239 4,601 1,687 OP units distribution (3) 1,373 1,866 1,820 158 Class B unit distribution (4) 1,409 1,576 625 148 Financing fees — — 3,228 — Disposition fees (5) 19 745 47 — Total $ 20,301 $ 26,232 $ 11,776 $ 2,022 (1) Prior to January 1, 2017, acquisition and due diligence fees were recorded on our consolidated statements of operations. The majority of these costs are now capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) The distributions paid to OP unit holders represent amounts paid prior to the PELP transaction. Subsequent to that date, our relationship with PE-NTR was acquired. Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity. (4) The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations and exclude the reclassification of prior distributions to Noncontrolling Interests on our consolidated statements of operations. (5) Disposition fees are presented as Other Income, Net on the consolidated statements of operations. |
Manager Fees and Reimbursements | Property Manager Fees and Reimbursements Paid in Cash Fee Type Rate Description Property Management 4.00% Equal to the product of (x) the monthly gross cash receipts from the properties managed by (y) the rate. Leasing Commissions Market Rate Paid for leasing services rendered with respect to a particular property, primarily if a tenant exercised an option to extend an existing lease. Construction Management Market Rate Paid for construction management services rendered with respect to a particular property. Other Expenses and Reimbursements N/A Costs and expenses incurred by the Property Manager on our behalf, including employee compensation, legal, travel, and other out-of-pocket expenses that were directly related to the management of specific properties and corporate matters, as well as fees and expenses of third-party accountants. | |
Property Management Transactions | Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three and six months ended June 30, 2017 (in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Property management fees (1) $ 2,683 $ 5,269 Leasing commissions (2) 2,077 4,400 Construction management fees (2) 380 684 Other fees and reimbursements (3) 1,912 3,621 Total $ 7,052 $ 13,974 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year were expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, were capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating and General and Administrative on the consolidated statements of operations based on the nature of the expense. | Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the years ended December 31, 2017 , 2016 , and 2015 , and any related amounts unpaid as of December 31, 2017 and 2016 (in thousands): For the Year Ended December 31, Unpaid as of December 31, 2017 2016 2015 2016 Property management fees (1) $ 8,360 $ 9,929 $ 9,108 $ 840 Leasing commissions (2) 6,670 7,701 7,316 705 Construction management fees (2) 1,367 1,127 1,117 165 Other fees and reimbursements (3) 6,234 5,627 5,533 796 Total $ 22,631 $ 24,384 $ 23,074 $ 2,506 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year are expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, are capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating, General and Administrative, and Transaction Expenses on the consolidated statements of operations based on the nature of the expense. |
Operating Leases (FY) (Tables)
Operating Leases (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Approximate future rental income to be received under noncancelable operating leases in effect as of December 31, 2017 , assuming no new or renegotiated leases or option extensions on lease agreements, is as follows (in thousands): Year Amount 2018 $ 270,880 2019 242,613 2020 212,708 2021 178,096 2022 145,745 2023 and thereafter 429,545 Total $ 1,479,587 |
Fair Value Measurements (FY) (T
Fair Value Measurements (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Inputs, Liabilities, Quantitative Information | The following is a summary of borrowings as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Fair value $ 1,820,280 $ 1,765,151 Recorded value (1) 1,852,500 1,823,040 (1) Recorded value does not include deferred financing costs of $14.0 million and $16.0 million as of June 30, 2018 and December 31, 2017 , respectively. | The following is a summary of borrowings as of December 31, 2017 and 2016 (in thousands): 2017 2016 Fair value $ 1,765,151 $ 1,056,990 Recorded value (1) 1,823,040 1,065,180 (1) Recorded value does not include net deferred financing costs of $16.0 million and $9.0 million as of December 31, 2017 and 2016 , respectively. |
Fair Value, Liabilities Measured on Recurring Basis | The fair value measurements of those assets and liabilities as of June 30, 2018 and December 31, 2017, were as follows (in thousands): June 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 34,839 $ — $ — $ 16,496 $ — Interest rate swap-mortgage note (1) — — — — (61 ) — Earn-out liability (2) — — (39,500 ) — — (38,000 ) (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. (2) The estimated fair value of the earn-out is presented in Accounts Payable and Other Liabilities on the consolidated balance sheets. We will continue to estimate the fair value of this earn-out liability at each reporting date during the contingency period and record any changes on our consolidated statements of operations. | The fair value measurements of those assets and liabilities as of December 31, 2017 and 2016 , were as follows (in thousands): 2017 2016 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 16,496 $ — $ — $ 11,916 $ — Interest rate swap-mortgage note (1) — (61 ) — — (262 ) — Earn-out liability — — (38,000 ) — — — (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. |
Segment Reporting (FY) (Tables)
Segment Reporting (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit from Segments to Net Loss | The table below compares segment profit for each of our operating segments and reconciles total segment profit to Net Loss for the year ended December 31, 2017 (in thousands): 2017 Owned Real Estate Investment Management Total Total revenues $ 303,410 $ 8,133 $ 311,543 Property operating expenses (50,328 ) (3,496 ) (53,824 ) Real estate tax expenses (43,247 ) (209 ) (43,456 ) General and administrative expenses (3,403 ) (2,875 ) (6,278 ) Segment profit $ 206,432 $ 1,553 207,985 Corporate general and administrative expenses (30,070 ) Vesting of Class B units for asset management services (24,037 ) Termination of affiliate arrangements (5,454 ) Depreciation and amortization (130,671 ) Interest expense, net (45,661 ) Acquisition expenses (530 ) Transaction expenses (15,713 ) Other income, net 2,433 Net loss $ (41,718 ) |
Reconciliation of Assets from Segments to Total Assets | The table below summarizes the total assets and capital expenditures for each of our operating segments as of December 31, 2017 (in thousands): 2017 Assets: Owned Real Estate $ 3,388,080 Investment Management 90,236 Total segment assets 3,478,316 Reconciling items: Cash and cash equivalents 5,716 Restricted cash 21,729 Corporate headquarters and other assets 20,321 Total assets $ 3,526,082 Capital Expenditures: Owned Real Estate $ 41,009 Investment Management 1,137 Total capital expenditures $ 42,146 |
Quarterly Financial Data (Una72
Quarterly Financial Data (Unaudited) (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Information | The following is a summary of the unaudited quarterly financial information for the years ended December 31, 2017 and 2016 . We believe that all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly, and in accordance with GAAP, the selected quarterly information. 2017 (in thousands, except per share amounts) First Quarter Second Quarter Third Quarter (1) Fourth Quarter (2) Total revenue $ 68,303 $ 69,851 $ 70,624 $ 102,765 Net income (loss) attributable to stockholders 1,106 (1,193 ) (8,232 ) (30,072 ) Net income (loss) per share - basic and diluted 0.01 (0.01 ) (0.04 ) (0.17 ) (1) The net loss in the third quarter was primarily due to expenses related to the PELP transaction and the termination of our relationship with ARC. (2) The increases in revenue and net loss in the fourth quarter were primarily associated with the PELP transaction. 2016 (in thousands, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 63,082 $ 63,053 $ 65,270 $ 66,325 Net income attributable to stockholders 2,219 560 2,464 3,689 Net income per share - basic and diluted 0.01 0.00 0.01 0.02 |
Subsequent Events (FY) (Tables)
Subsequent Events (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Dividends Declared | Distributions paid to stockholders and OP unit holders of record subsequent to December 31, 2017 , were as follows (in thousands): Month Date of Record Distribution Rate Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution December 12/1/2017 - 12/31/2017 $0.00183562 1/2/2018 $ 13,017 $ 4,354 $ 8,663 January 1/16/2018 $0.05583344 2/1/2018 12,789 4,228 8,561 February 2/15/2018 $0.05583344 3/1/2018 12,807 4,186 8,621 |
Schedule of Real Estate Acquisitions, Subsequent Events | Subsequent to December 31, 2017 , we executed the following asset acquisition (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $8,400 135,437 71.3% |
Summary of Significant Accoun74
Summary of Significant Accounting Policies (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a nonfinancial asset. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting The amendments in this update expand the scope of Topic 718: Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from non-employees, except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). This update is effective for public business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for public entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted after December 15, 2018. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-02, Leases (Topic 842); ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Leases (Topic 842): Targeted Improvements These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. We expect to adopt the practical expedients available for implementation under the standard. By adopting these practical expedients, we will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether the costs previously capitalized as initial direct costs would continue to be amortized. This allows us to continue to account for our leases where we are the lessee as operating leases, however, any new or renewed leases may be classified as financing leases. We currently have fewer than 50 leases of this type. We also expect to recognize right of use assets and lease liability on our consolidated balance sheets related to certain leases where we are the lessee. In July 2018, the FASB issued an ASU related to ASC 842. The update allows lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. We expect to utilize this practical expedient. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. | The following table provides a brief description of recently issued accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 We do not expect the adoption of this standard to have a material impact to our financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We adopted this standard concurrently with ASU 2014-09, listed below. There are currently no transactions subject to this ASU. Although expected to be infrequent, potential transactions affected by this ASU could include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We are electing to adopt this standard as of January 1, 2018. The adoption of this standard will not have a material impact on our consolidated financial statements. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period and end-of-period total amounts on the statement of cash flows. This change will not have a material impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We have evaluated the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe four would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, and distributions received from equity method investees. This update will not have a material impact on our consolidated financial statements. We will apply the guidance for all of the eight cash flow types to any future transactions when applicable. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities. In January 2018, the FASB issued a proposed ASU related to ASC 842. The update would allow lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. This proposal is currently under consideration by regulators. We also expect to recognize right of use assets on our consolidated balance sheets related to certain ground leases, office space, and office equipment leases where we are the lessee. We will continue to evaluate the effect the adoption of ASU 2016-02 will have on our consolidated financial statements. However, we currently believe that the adoption of ASU 2016-02 will not have a material impact on our consolidated financial statements. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental or reimbursement revenue. However, the standard will apply to a majority of our fees and management income. We have evaluated the impact of this standard to fees and management income and do not expect a material impact on our revenue recognition, but we do expect to provide additional disclosures around fees and management revenue. We are adopting this guidance on a modified retrospective basis. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-12, Derivatives and Hedging (Topic 815) This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. September 2017 Upon adoption, we included a disclosure related to the effect of our hedging activities on our consolidated statements of operations. This disclosure also eliminated the periodic measurement and recognition of hedging ineffectiveness. We adopted this guidance on a modified retrospective basis and applied an adjustment to Accumulated Other Comprehensive Income with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. For a more detailed discussion of this adoption, see Note 8. ASU 2017-01, Business Combinations This update amended existing guidance in order to clarify when an integrated set of assets and activities is considered a business. January 1, 2017 For a more detailed discussion of the effect of this adoption on our consolidated financial statements, refer to the Investment in Property and Lease Intangibles section above. |
PELP Acquisition (Q2) (Tables)
PELP Acquisition (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Schedule of Business Acquisitions, by Acquisition | Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands): Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 | Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands): Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 Our real estate asset acquired during the six June 30, 2018 , was as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $ 8,423 135.437 71.3 % During the six months ended June 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Atwater Marketplace Atwater, CA Save Mart 2/10/2017 $ 15,041 96,224 94.6 % Rocky Ridge Station (1) Roseville, CA Sprouts 4/18/2017 37,271 93,337 96.3 % Greentree Station Racine, WI Pick ‘n Save 5/5/2017 12,309 82,659 90.3 % Titusville Station Titusville, FL Publix 6/15/2017 13,817 117,507 71.7 % Sierra Station (1) Corona, CA Ralph’s 6/20/2017 29,137 110,904 94.0 % (1) The purchase price includes debt assumed as part of the acquisition. | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,154 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,085 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 For the years ended December 31, 2017 and 2016 , we allocated the purchase price of acquisitions unrelated to the PELP transaction, including acquisition costs for 2017, to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2017 2016 Land and improvements $ 47,556 $ 78,908 Building and improvements 130,482 140,145 Acquired in-place leases 17,740 21,506 Acquired above-market leases 1,314 3,559 Acquired below-market leases (5,736 ) (10,198 ) Total assets and lease liabilities acquired 191,356 233,920 Less: Fair value of assumed debt at acquisition 30,831 33,326 Net assets acquired $ 160,525 $ 200,594 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 The fair value at acquisition and weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the six months ended June 30, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 946 6 $ 9,611 13 Acquired above-market leases 74 3 850 7 Acquired below-market leases (457 ) 16 (2,622 ) 20 | The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction are as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 |
Business Combination, Results of Operations | The consolidated net assets and results of operations of PELP’s contributions were included in the consolidated financial statements from the transaction date going forward and resulted in the following impact to Total Revenues and Net Loss for the three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Revenues $ 21,482 $ 42,952 Net loss (9,837 ) (8,536 ) | The consolidated net assets and results of operations of PELP’s contributions are included in the consolidated financial statements from October 4, 2017, going forward and resulted in the following impact to Total Revenues and Net Loss (in thousands): 2017 Revenues $ 21,202 Net income 1,297 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. (in thousands) Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Pro forma revenues $ 102,775 $ 201,454 Pro forma net income attributable to stockholders 465 1,264 | The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain, nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations For the Year Ended December 31, (in thousands) 2017 2016 Pro forma revenues $ 402,898 $ 400,089 Pro forma net income (loss) attributable to stockholders 1,982 (3,956 ) |
Real Estate Activity (Q2) (Tabl
Real Estate Activity (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Real Estate Investments, Net [Abstract] | ||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 Our real estate asset acquired during the six June 30, 2018 , was as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $ 8,423 135.437 71.3 % During the six months ended June 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Atwater Marketplace Atwater, CA Save Mart 2/10/2017 $ 15,041 96,224 94.6 % Rocky Ridge Station (1) Roseville, CA Sprouts 4/18/2017 37,271 93,337 96.3 % Greentree Station Racine, WI Pick ‘n Save 5/5/2017 12,309 82,659 90.3 % Titusville Station Titusville, FL Publix 6/15/2017 13,817 117,507 71.7 % Sierra Station (1) Corona, CA Ralph’s 6/20/2017 29,137 110,904 94.0 % (1) The purchase price includes debt assumed as part of the acquisition. | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,154 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,085 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 For the years ended December 31, 2017 and 2016 , we allocated the purchase price of acquisitions unrelated to the PELP transaction, including acquisition costs for 2017, to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2017 2016 Land and improvements $ 47,556 $ 78,908 Building and improvements 130,482 140,145 Acquired in-place leases 17,740 21,506 Acquired above-market leases 1,314 3,559 Acquired below-market leases (5,736 ) (10,198 ) Total assets and lease liabilities acquired 191,356 233,920 Less: Fair value of assumed debt at acquisition 30,831 33,326 Net assets acquired $ 160,525 $ 200,594 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 The fair value at acquisition and weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the six months ended June 30, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 946 6 $ 9,611 13 Acquired above-market leases 74 3 850 7 Acquired below-market leases (457 ) 16 (2,622 ) 20 | The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction are as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 |
Schedule of Real Estate Assets Disposed | Our real estate assets disposed of during the six months ended June 30, 2018, were as follows (dollars in thousands): Property Name Location Anchor Tenant Disposition Date Sale Price Gain Square Footage Lakeshore Crossing Gainesville, GA Lowe’s 5/15/2018 $ 9,270 $ 208 123,948 Lake Wales Station Lake Wales, FL CVS 5/30/2018 4,100 777 11,220 |
Other Assets, Net (Q2) (Tables)
Other Assets, Net (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Other Assets | The following is a summary of Other Assets, Net outstanding as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Other assets, net: Deferred leasing commissions and costs $ 32,120 $ 29,055 Deferred financing costs 13,971 13,971 Office equipment, including capital lease assets, and other 12,070 10,308 Total depreciable and amortizable assets 58,161 53,334 Accumulated depreciation and amortization (21,637 ) (17,121 ) Net depreciable and amortizable assets 36,524 36,213 Accounts receivable, net 36,488 41,211 Deferred rent receivable, net 20,687 18,201 Derivative asset 34,839 16,496 Prepaid expenses 5,531 4,232 Investment in affiliates 903 902 Other 2,834 1,193 Total other assets, net $ 137,806 $ 118,448 | The following is a summary of Other Assets, Net outstanding as of December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred leasing commissions and costs $ 29,055 $ 21,092 Deferred financing costs 13,971 8,940 Office equipment and other 10,308 331 Total depreciable and amortizable assets 53,334 30,363 Accumulated depreciation and amortization (17,121 ) (11,286 ) Net depreciable and amortizable assets 36,213 19,077 Accounts receivable, net 41,211 31,029 Deferred rent receivable, net 18,201 14,483 Derivative asset 16,496 11,916 Prepaid expenses 4,232 2,986 Investment in affiliates 902 — Other 1,193 1,094 Other assets, net $ 118,448 $ 80,585 |
Debt Obligations (Q2) (Tables)
Debt Obligations (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt Obligations | The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, on our debt obligations as of June 30, 2018 and December 31, 2017 (in thousands): Interest Rate June 30, 2018 December 31, 2017 Revolving credit facility (1) LIBOR + 1.40% $ 46,568 $ 61,569 Term loans (2) 2.51% - 3.93% 1,205,000 1,140,000 Secured loan facility due 2026 3.55% 175,000 175,000 Secured loan facility due 2027 3.52% 195,000 195,000 Mortgages and other (3) 3.75% - 7.91% 226,415 246,217 Assumed market debt adjustments, net (4) 4,517 5,254 Deferred financing costs (5) (14,028 ) (16,042 ) Total $ 1,838,472 $ 1,806,998 (1) The gross borrowings and payments under our revolving credit facility were $151.0 million and $166.0 million , respectively, during the six months ended June 30, 2018 . The revolving credit facility has a capacity of $500 million and matures in October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan due in 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of June 30, 2018 , the availability on our revolving credit facility exceeded the balance on the loan. The $175 million term loan due in 2020 has options to extend its maturity to 2021. We executed a $65 million delayed draw in January 2018 on one of our term loans entered into in October 2017. (3) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of June 30, 2018 and December 31, 2017 . (4) Net of accumulated amortization of $4.2 million and $3.7 million as of June 30, 2018 and December 31, 2017 , respectively. (5) Net of accumulated amortization of $7.0 million and $5.4 million as of June 30, 2018 and December 31, 2017 , respectively. | The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, on our debt obligations as of December 31, 2017 and 2016 (in thousands): Interest Rate 2017 2016 Revolving credit facility (1) 2.89% $ 61,569 $ 176,969 Term loans (2)(3) 2.46%-3.93% 1,140,000 655,000 Secured loan facility due 2026 3.55% 175,000 — Secured loan facility due 2027 3.52% 195,000 — Mortgages and notes payable 3.75%-7.91% 246,217 228,721 Assumed market debt adjustments, net (4) 5,254 4,490 Deferred financing costs (5) (16,042 ) (9,024 ) Total $ 1,806,998 $ 1,056,156 (1) The gross borrowings under our revolving credit facility were $437.0 million , $590.8 million , and $297.8 million during the years ended December 31, 2017 , 2016 , and 2015 , respectively. The gross payments on our revolving credit facility were $552.4 million , $554.8 million , and $448.5 million during the years ended December 31, 2017 , 2016 , and 2015 , respectively. The revolving credit facility had a capacity of $500 million as of December 31, 2017 and 2016 . In October 2017, the maturity date of the revolving credit facility was extended to October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan maturing in February 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of December 31, 2017 , the availability on our revolving credit facility exceeded the balance on the loan maturing in 2019. The term loan maturing in 2020 also has options to extend its maturity to 2021. (3) One of our term loans that matures in 2022 had an outstanding balance of $310.0 million at December 31, 2017 , with a capacity of $375.0 million . In January 2018 an additional $65.0 million was drawn on this term loan. (4) Net of accumulated amortization of $3.7 million and $6.1 million as of December 31, 2017 and 2016 , respectively. The decrease in accumulated amortization is a result of a reduction in market debt adjustments due to the extinguishment of higher-rate mortgage debt during the year ended December 31, 2017. (5) Net of accumulated amortization of $5.4 million and $3.9 million as of December 31, 2017 and 2016 , respectively. |
Schedule of Long-term Debt Instruments, Alternative | The allocation of total debt between fixed- and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of June 30, 2018 and December 31, 2017 , is summarized below (in thousands): June 30, 2018 December 31, 2017 As to interest rate: (1) Fixed-rate debt $ 1,588,415 $ 1,608,217 Variable-rate debt 259,568 209,569 Total $ 1,847,983 $ 1,817,786 As to collateralization: Unsecured debt $ 1,252,258 $ 1,202,476 Secured debt 595,725 615,310 Total $ 1,847,983 $ 1,817,786 (1) Includes the effects of derivative financial instruments (see Notes 8 and 14 ). | The allocation of total debt between fixed- and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of December 31, 2017 and 2016 , is summarized below (in thousands): 2017 2016 As to interest rate: (1) Fixed-rate debt $ 1,608,217 $ 615,721 Variable-rate debt 209,569 444,969 Total $ 1,817,786 $ 1,060,690 As to collateralization: Unsecured debt $ 1,202,476 $ 831,969 Secured debt 615,310 228,721 Total $ 1,817,786 $ 1,060,690 (1) Includes the effects of derivative financial instruments (see Notes 8 and 17 ). |
Derivatives and Hedging Activ79
Derivatives and Hedging Activities (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Interest Rate Derivatives | The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of June 30, 2018 and December 31, 2017 (notional amount in thousands): Count Fixed LIBOR Maturity Date Notional Amount 6 1.2% - 2.2% 2019-2024 $ 992,000 | |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Amount of gain (loss) recognized in OCI on derivative $ 5,608 $ (2,914 ) $ 19,047 $ (1,765 ) Amount of (gain) loss reclassified from AOCI into interest expense (753 ) 378 (704 ) 975 | The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Amount of gain (loss) recognized in OCI on derivatives $ 2,770 $ 6,979 $ (3,128 ) Amount of loss reclassified from AOCI into interest expense 1,810 3,586 3,150 |
Earnings Per Share (Q2) (Tables
Earnings Per Share (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted | The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the three and six months ended June 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Numerator: Net loss attributable to stockholders - basic $ (11,351 ) $ (1,193 ) $ (12,951 ) $ (87 ) Net loss attributable to convertible OP units (1) (2,756 ) (28 ) (3,090 ) — Net loss attributable to stockholders and convertible noncontrolling interests - diluted $ (14,107 ) $ (1,221 ) $ (16,041 ) $ (87 ) Denominator: Weighted-average shares - basic 184,450 183,126 185,171 183,178 OP units (1) 44,453 2,785 44,453 2,785 Adjusted weighted-average shares - diluted 228,903 185,911 229,624 185,963 Earnings per common share: Net loss attributable to stockholders - basic and diluted $ (0.06 ) $ (0.01 ) $ (0.07 ) $ (0.00 ) (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 13 ), as well as units issued as part of the PELP transaction (Note 4 ), all of which are convertible into common shares. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for all years presented. | The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the years ended December 31, 2017 , 2016 , and 2015 (in thousands, except per share amounts): 2017 2016 2015 Numerator: Net (loss) income attributable to stockholders - basic $ (38,391 ) $ 8,932 $ 13,360 Net (loss) income attributable to convertible OP units (1) (3,470 ) 111 201 Net (loss) income - diluted $ (41,861 ) $ 9,043 $ 13,561 Denominator: Weighted-average shares - basic 183,784 183,876 183,678 Conversion of OP units (1) 12,713 2,785 2,716 Effect of dilutive restricted stock awards — 4 — Adjusted weighted-average shares - diluted 196,497 186,665 186,394 Earnings per common share: Basic and diluted $ (0.21 ) $ 0.05 $ 0.07 (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 15 ), as well as units issued as part of the PELP transaction (see Note 3 ), all of which are convertible into common shares. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Loss (Income) Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator because these OP units were included in the denominator for all years presented. |
Revenue Recognition and Relat81
Revenue Recognition and Related Party Revenue (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Fees Earned By and Expenses Reimbursable to Us from Managed Funds | Summarized below is all fee and management revenue for the Investment Management segment. The revenue includes the fees and reimbursements earned by us from the Managed Funds for the three and six months ended June 30, 2018 , and other revenues that are not in the scope of ASC 606, Revenue from Contracts with Customers , but are included in this table for the purpose of disclosing all related party revenues (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 REIT II Other Parties Total REIT II Other Parties Total Advisory revenue: Acquisition fees $ 7 $ — $ 7 $ 162 $ 256 $ 418 Asset management fees 3,064 294 3,358 6,129 575 6,704 Other advisory fees and reimbursements 578 132 710 653 160 813 Total advisory revenue 3,649 426 4,075 6,944 991 7,935 Property Management and Services revenue: Property management fees 2,125 364 2,489 4,204 716 4,920 Leasing commissions 1,340 162 1,502 2,512 413 2,925 Construction management fees 127 110 237 202 132 334 Other property management fees and reimbursements 188 100 288 422 243 665 Total property management and services revenue 3,780 736 4,516 7,340 1,504 8,844 Other revenue: Insurance premiums (1) 109 437 546 189 881 1,070 Non-operating property revenue — 137 137 — 270 270 Total fees and management income $ 7,538 $ 1,736 $ 9,274 $ 14,473 $ 3,646 $ 18,119 (1) Insurance premium income from other parties was from third parties not affiliated with us. | |
Fee Structure, Advisory Agreements | The following table summarizes the fee structure for our advisory agreements: Fee Type Performance Obligation Satisfied Timing of Payment Revenue Recognition Acquisition Fee Point in time (upon close of transaction) In cash upon close of transaction Revenue is recognized based on a percentage of the contract purchase price, including acquisition expenses and any debt. Disposition Fee Point in time (upon close of transaction) In cash upon completion Revenue is recognized based on a percentage of the contract sales price. Asset Management Fee and Subordinated Participation Over time Monthly, in cash and/or ownership units Because each increment of service is distinct, although substantially the same, revenue is recognized at the end of each reporting period based on a percentage of the cost of assets under management or the applicable NAV. | |
Fee Structure, Management Agreements | All property management agreements have terms as follows: Fee Performance Obligation Satisfied Timing of Payment Revenue Recognition Property Management Over time In cash, monthly Revenue is recognized based on a percentage of monthly cash receipts at each property. Leasing Commissions Point in time In cash upon completion Revenue is recognized based on a percentage of the contractual payments to be received per the terms of the lease and occurs when the lease is executed. Construction Management Point in time In cash upon completion Revenue is recognized based on a percentage of the cost of the construction project. Revenue recognition occurs upon completion of the contract (in the case of a normal capital improvement) or upon the tenant taking possession (in the case of a tenant improvement). | The Management Agreements have terms as follows: Fee Rate Payable Description Property Management 4.0% In cash, monthly Rate is applied to monthly cash receipts at a given property. Leasing Commissions various In cash upon completion An amount equal to the leasing fees charged by unaffiliated persons rendering comparable services in the same geographic location. Construction Management various In cash upon completion An amount equal to the fees charged by unaffiliated persons rendering comparable services in the same geographic location. |
Receivables, Related Party | Summarized below is the detail of our outstanding receivable balance from related parties as of June 30, 2018 and December 31, 2017, respectively (in thousands): June 30, 2018 December 31, 2017 REIT II Other Parties REIT II Other Parties Contract receivables: Advisory $ 365 $ 5 $ 256 $ 51 Property management and services 1,142 197 1,264 128 Total contract receivables 1,507 202 1,520 179 Other 129 4,036 72 4,331 Total $ 1,636 $ 4,238 $ 1,592 $ 4,510 |
Related Party Expense (Q2) (Tab
Related Party Expense (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Advisor Transactions | Summarized below are the fees earned by and the expenses reimbursable for the three and six months ended June 30, 2017 (in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Acquisition fees (1) $ 902 $ 1,050 Due diligence fees (1) 183 213 Asset management fees (2) 5,228 10,317 OP unit distributions (3) 465 925 Class B unit distributions (4) 473 911 Disposition fees 19 19 Total $ 7,270 $ 13,435 (1) The majority of acquisition and due diligence fees are capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity. (4) The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations. | Summarized below are the fees earned by and the expenses reimbursable to PE-NTR and ARC for the years ended December 31, 2017 , 2016 , and 2015 . This table includes any related amounts unpaid as of December 31, 2016 , except for unpaid general and administrative expenses, which we disclose above (in thousands): For the Year Ended December 31, Unpaid as of December 31, 2017 2016 2015 2016 Acquisition fees (1) $ 1,344 $ 2,342 $ 1,247 $ — Acquisition expenses (1) 583 464 208 29 Asset management fees (2) 15,573 19,239 4,601 1,687 OP units distribution (3) 1,373 1,866 1,820 158 Class B unit distribution (4) 1,409 1,576 625 148 Financing fees — — 3,228 — Disposition fees (5) 19 745 47 — Total $ 20,301 $ 26,232 $ 11,776 $ 2,022 (1) Prior to January 1, 2017, acquisition and due diligence fees were recorded on our consolidated statements of operations. The majority of these costs are now capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) The distributions paid to OP unit holders represent amounts paid prior to the PELP transaction. Subsequent to that date, our relationship with PE-NTR was acquired. Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity. (4) The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations and exclude the reclassification of prior distributions to Noncontrolling Interests on our consolidated statements of operations. (5) Disposition fees are presented as Other Income, Net on the consolidated statements of operations. |
Property Manager Transactions | Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three and six months ended June 30, 2017 (in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Property management fees (1) $ 2,683 $ 5,269 Leasing commissions (2) 2,077 4,400 Construction management fees (2) 380 684 Other fees and reimbursements (3) 1,912 3,621 Total $ 7,052 $ 13,974 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year were expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, were capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating and General and Administrative on the consolidated statements of operations based on the nature of the expense. | Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the years ended December 31, 2017 , 2016 , and 2015 , and any related amounts unpaid as of December 31, 2017 and 2016 (in thousands): For the Year Ended December 31, Unpaid as of December 31, 2017 2016 2015 2016 Property management fees (1) $ 8,360 $ 9,929 $ 9,108 $ 840 Leasing commissions (2) 6,670 7,701 7,316 705 Construction management fees (2) 1,367 1,127 1,117 165 Other fees and reimbursements (3) 6,234 5,627 5,533 796 Total $ 22,631 $ 24,384 $ 23,074 $ 2,506 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year are expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, are capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating, General and Administrative, and Transaction Expenses on the consolidated statements of operations based on the nature of the expense. |
Fair Value Measurements (Q2) (T
Fair Value Measurements (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Inputs, Liabilities, Quantitative Information | The following is a summary of borrowings as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Fair value $ 1,820,280 $ 1,765,151 Recorded value (1) 1,852,500 1,823,040 (1) Recorded value does not include deferred financing costs of $14.0 million and $16.0 million as of June 30, 2018 and December 31, 2017 , respectively. | The following is a summary of borrowings as of December 31, 2017 and 2016 (in thousands): 2017 2016 Fair value $ 1,765,151 $ 1,056,990 Recorded value (1) 1,823,040 1,065,180 (1) Recorded value does not include net deferred financing costs of $16.0 million and $9.0 million as of December 31, 2017 and 2016 , respectively. |
Fair Value, Liabilities Measured on Recurring Basis | The fair value measurements of those assets and liabilities as of June 30, 2018 and December 31, 2017, were as follows (in thousands): June 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 34,839 $ — $ — $ 16,496 $ — Interest rate swap-mortgage note (1) — — — — (61 ) — Earn-out liability (2) — — (39,500 ) — — (38,000 ) (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. (2) The estimated fair value of the earn-out is presented in Accounts Payable and Other Liabilities on the consolidated balance sheets. We will continue to estimate the fair value of this earn-out liability at each reporting date during the contingency period and record any changes on our consolidated statements of operations. | The fair value measurements of those assets and liabilities as of December 31, 2017 and 2016 , were as follows (in thousands): 2017 2016 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 16,496 $ — $ — $ 11,916 $ — Interest rate swap-mortgage note (1) — (61 ) — — (262 ) — Earn-out liability — — (38,000 ) — — — (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. |
Fair Value Measurements, Nonrecurring | The fair value measurement of our impaired real estate asset as of June 30, 2018, was as follows (in thousands): June 30, 2018 Level 1 Level 2 Level 3 Impaired real estate asset $ — $ 5,300 $ — |
Segment Information (Q2) (Table
Segment Information (Q2) (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The table below compares Segment Profit for each of our operating segments and reconciles total Segment Profit to Net Loss for the three and six months ended June 30, 2018 (in thousands): Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Owned Real Estate Investment Management Total Owned Real Estate Investment Management Total Total revenues $ 94,899 $ 9,274 $ 104,173 $ 189,253 $ 18,119 $ 207,372 Property operating expenses (14,058 ) (2,843 ) (16,901 ) (29,516 ) (5,500 ) (35,016 ) Real estate tax expenses (13,076 ) (250 ) (13,326 ) (26,038 ) (435 ) (26,473 ) General and administrative expenses (804 ) (3,420 ) (4,224 ) (1,229 ) (6,043 ) (7,272 ) Segment profit $ 66,961 $ 2,761 69,722 $ 132,470 $ 6,141 138,611 Corporate general and administrative expenses (9,226 ) (16,639 ) Depreciation and amortization (46,385 ) (92,812 ) Impairment of real estate assets (10,939 ) (10,939 ) Interest expense, net (17,051 ) (33,830 ) Other expense, net (197 ) (304 ) Net loss $ (14,076 ) $ (15,913 ) |
Subsequent Events (Q2) (Tables)
Subsequent Events (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Distributions to Stockholders and OP Unit Holders | Distributions paid to stockholders and OP unit holders of record subsequent to June 30, 2018, were as follows (in thousands): Month Date of Record Distribution Rate Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution June 6/15/2018 $0.05583344 7/2/2018 $ 12,672 $ 3,962 $ 8,710 July 7/16/2018 $0.05583344 8/1/2018 12,439 — 12,439 | The following is a summary of our dividends paid deduction for the years ended December 31, 2017 , 2016 , and 2015 (in thousands): 2017 2016 2015 Distributions paid to common stockholders $ 123,100 $ 123,004 $ 123,119 Non-dividend distributions (84,419 ) (89,301 ) (88,204 ) Total dividends paid deduction attributable to earnings and profits $ 38,681 $ 33,703 $ 34,915 |
Organization (FY) (Details)
Organization (FY) (Details) | 12 Months Ended | |
Dec. 31, 2017 | Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Business acquisition, date of acquisition | Oct. 4, 2017 | |
Number of real estate properties owned | 236 | 235 |
Summary of Significant Accoun87
Summary of Significant Accounting Policies (FY) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||
Section 1031 exchanges outstanding | 1 | ||||||
Reverse Section 1031 exchanges outstanding | 1 | ||||||
Impairment of real estate | $ 10,939 | $ 0 | $ 10,939 | $ 0 | $ 0 | $ 0 | $ 0 |
Bad debt reserve | $ 3,300 | $ 1,700 | |||||
Stock repurchase program, number of shares authorized to be repurchased, percentage of weighted-average shares | 5.00% | ||||||
Land Improvements | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, useful life | 15 years | ||||||
Building and Building Improvements | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, useful life | 30 years | ||||||
Minimum | Furniture, Fixtures, and Equipment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, useful life | 5 years | ||||||
Maximum | Furniture, Fixtures, and Equipment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, useful life | 7 years |
PELP Acquisition (FY) (Details)
PELP Acquisition (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Oct. 04, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 09, 2018 | Nov. 08, 2017 | Nov. 07, 2017 |
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, effective date of acquisition | Oct. 4, 2017 | |||||||||||
Fair value of Operating Partnership units ("OP units") issued | $ 401,630 | |||||||||||
OP units, share price | $ 10.20 | $ 11.05 | $ 11 | $ 10.20 | ||||||||
Transaction expenses | $ 0 | $ 4,383 | $ 0 | $ 6,023 | $ 15,713 | $ 0 | $ 0 | |||||
Phillips Edison Limited Partnership | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, effective date of acquisition | Oct. 4, 2017 | |||||||||||
Fair value of Operating Partnership units ("OP units") issued | $ 401,630 | $ 401,630 | ||||||||||
Corporate debt | 432,091 | 432,091 | ||||||||||
Mortgages and notes payable | 72,649 | 72,649 | ||||||||||
Cash payments | 30,420 | 30,420 | ||||||||||
Fair value of earn-out | 38,000 | 38,000 | ||||||||||
Total consideration | 974,790 | 974,790 | ||||||||||
Debt repaid on transaction date | (432,091) | (432,091) | ||||||||||
Net consideration | $ 542,699 | 542,699 | ||||||||||
OP units issued, shares | 39.4 | 39.4 | ||||||||||
OP units, share price | $ 10.20 | |||||||||||
Business combination, post-transaction acquirer ownership percentage | 80.60% | |||||||||||
Business combination, post-transaction acquiree ownership percentage | 19.40% | |||||||||||
Transaction expenses | $ 6,000 | $ 17,000 | $ 1,300 | |||||||||
OP Units | Phillips Edison Limited Partnership | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
OP units issued, shares | 12.5 | 12.5 |
PELP Acquisition Assets Acquire
PELP Acquisition Assets Acquired and Liabilities Assumed (FY) (Details) - Phillips Edison Limited Partnership - USD ($) $ in Thousands | Dec. 31, 2017 | Oct. 04, 2017 |
Business Acquisition [Line Items] | ||
Land and improvements | $ 269,140 | $ 269,140 |
Building and improvements | 574,173 | 574,154 |
Intangible lease assets | 93,506 | 93,506 |
Cash | 5,930 | 5,930 |
Accounts receivable and other assets | 42,426 | 42,426 |
Management contracts | 58,000 | 58,000 |
Goodwill | 29,066 | 29,085 |
Total assets acquired | 1,072,241 | 1,072,241 |
Accounts payable and other liabilities | 48,342 | 48,342 |
Acquired below-market leases | 49,109 | 49,109 |
Total liabilities acquired | 97,451 | 97,451 |
Net assets acquired | $ 974,790 | $ 974,790 |
PELP Acquisition Finite-Lived I
PELP Acquisition Finite-Lived Intangible Assets and Liabilities Acquired (FY) (Details) - USD ($) $ in Thousands | Oct. 04, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired below-market lease liabilities | $ (118,012) | $ (63,287) | |||
Management Contracts | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Management contracts, fair value | 58,000 | 0 | |||
Acquired In-place Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Management contracts, fair value | $ 313,432 | $ 212,916 | |||
Acquired finite-lived intangible leases, weighted average useful life | 6 years | 13 years | 13 years | 11 years | |
Acquired Above-market Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Management contracts, fair value | $ 53,524 | $ 42,009 | |||
Acquired finite-lived intangible leases, weighted average useful life | 3 years | 7 years | 6 years | 6 years | |
Acquired Below-market Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired finite-lived intangible leases, weighted average useful life | 16 years | 20 years | 18 years | 19 years | |
Phillips Edison Limited Partnership | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired below-market lease liabilities | $ (49,109) | ||||
Phillips Edison Limited Partnership | Management Contracts | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Management contracts, fair value | $ 58,000 | ||||
Acquired finite-lived intangible leases, weighted average useful life | 5 years | ||||
Phillips Edison Limited Partnership | Acquired In-place Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Management contracts, fair value | $ 83,305 | ||||
Acquired finite-lived intangible leases, weighted average useful life | 9 years | ||||
Phillips Edison Limited Partnership | Acquired Above-market Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Management contracts, fair value | $ 10,201 | ||||
Acquired finite-lived intangible leases, weighted average useful life | 7 years | ||||
Phillips Edison Limited Partnership | Acquired Below-market Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired below-market lease liabilities | $ (49,109) | ||||
Acquired finite-lived intangible leases, weighted average useful life | 13 years |
PELP Acquisition Business Combi
PELP Acquisition Business Combination Revenues and Net Income (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | |
Business Combinations [Abstract] | |||
Revenues | $ 21,482 | $ 21,202 | $ 42,952 |
Net income | $ (9,837) | $ 1,297 | $ (8,536) |
PELP Acquisition Business Com92
PELP Acquisition Business Combination Pro Forma Information (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||||
Pro forma revenues | $ 102,775 | $ 201,454 | $ 402,898 | $ 400,089 |
Pro forma net income (loss) attributable to stockholders | $ 465 | $ 1,264 | $ 1,982 | $ (3,956) |
Real Estate Acquisitions and 93
Real Estate Acquisitions and Dispositions (FY) (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | ||||
Number of real estate acquisitions | 1 | 5 | 84 | 7 |
Number of real estate acquisitions, excluding those from business combinations | 8 | |||
Proceeds from sale of real estate property | $ 6,500 | |||
Gain on sale of real estate property | $ 877 | $ 0 | $ 1,800 | $ 4,700 |
Phillips Edison Limited Partnership | ||||
Business Acquisition [Line Items] | ||||
Number of real estate acquisitions | 76 |
Real Estate Acquisitions and 94
Real Estate Acquisitions and Dispositions - Real Estate Purchase Price Allocation (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Real Estate Investments, Net [Abstract] | ||
Land and improvements | $ 47,556 | $ 78,908 |
Building and improvements | 130,482 | 140,145 |
Acquired in-place leases | 17,740 | 21,506 |
Acquired above-market leases | 1,314 | 3,559 |
Acquired below-market leases | (5,736) | (10,198) |
Total assets and lease liabilities acquired | 191,356 | 233,920 |
Less: Fair value of assumed debt at acquisition | 30,831 | 33,326 |
Net assets acquired | $ 160,525 | $ 200,594 |
Real Estate Acquisitions and 95
Real Estate Acquisitions and Dispositions - Weighted-average amortization (FY) (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Acquired In-place Leases | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired finite-lived intangible leases, weighted average useful life | 6 years | 13 years | 13 years | 11 years |
Acquired Above-market Leases | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired finite-lived intangible leases, weighted average useful life | 3 years | 7 years | 6 years | 6 years |
Acquired Below-market Leases | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired finite-lived intangible leases, weighted average useful life | 16 years | 20 years | 18 years | 19 years |
Intangible Leases and Goodwil96
Intangible Leases and Goodwill Intangible Asset and Liabilities Outstanding (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired below-market lease liabilities | $ (118,012) | $ (63,287) | |
Accumulated amortization, intangible liabilities | 27,388 | 20,255 | |
Goodwill | $ 29,066 | 29,085 | 0 |
Management Contracts | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible assets | 58,000 | 0 | |
Accumulated amortization, intangible assets | (2,900) | 0 | |
Acquired In-place Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible assets | 313,432 | 212,916 | |
Accumulated amortization, intangible assets | (123,314) | (92,347) | |
Acquired Above-market Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible assets | 53,524 | 42,009 | |
Accumulated amortization, intangible assets | $ (24,631) | $ (19,443) |
Intangible Leases and Goodwil97
Intangible Leases and Goodwill Intangible Assets and Liabilities Amortization Expense (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 31,921 | $ 27,604 | $ 29,149 |
Amortization of intangible liabilities | (7,133) | (6,436) | (6,640) |
Management Contracts | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 2,900 | 0 | 0 |
Acquired In-place Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 30,966 | 28,812 | 29,970 |
Acquired Above-market Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 5,188 | $ 5,228 | $ 5,819 |
Intangible Leases and Goodwil98
Intangible Leases and Goodwill Future Amortization (FY) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,018 | $ (9,801) |
2,019 | (8,959) |
2,020 | (8,389) |
2,021 | (7,644) |
2,022 | (6,925) |
Management Contracts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,018 | 11,600 |
2,019 | 11,600 |
2,020 | 11,600 |
2,021 | 11,600 |
2,022 | 8,700 |
Acquired In-place Leases | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,018 | 35,572 |
2,019 | 30,270 |
2,020 | 24,794 |
2,021 | 20,086 |
2,022 | 16,778 |
Acquired Above-market Leases | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,018 | 5,883 |
2,019 | 5,145 |
2,020 | 4,583 |
2,021 | 3,715 |
2,022 | $ 2,761 |
Other Assets, Net (FY) (Details
Other Assets, Net (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Deferred leasing commissions and costs | $ 32,120 | $ 29,055 | $ 21,092 |
Deferred financing costs | 13,971 | 13,971 | 8,940 |
Office equipment and other | 12,070 | 10,308 | 331 |
Total depreciable and amortizable assets | 58,161 | 53,334 | 30,363 |
Accumulated depreciation and amortization | (21,637) | (17,121) | (11,286) |
Net depreciable and amortizable assets | 36,524 | 36,213 | 19,077 |
Accounts receivable, net | 36,488 | 41,211 | 31,029 |
Deferred rent receivable, net | 20,687 | 18,201 | 14,483 |
Derivative asset | 34,839 | 16,496 | 11,916 |
Prepaid expenses | 5,531 | 4,232 | 2,986 |
Investment in affiliates | 903 | 902 | 0 |
Other | 2,834 | 1,193 | 1,094 |
Total other assets, net | $ 137,806 | $ 118,448 | $ 80,585 |
Debt Obligations Schedule of De
Debt Obligations Schedule of Debt Obligations (FY) (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | ||||||
Debt obligation | $ 1,847,983 | $ 1,817,786 | $ 1,060,690 | |||
Assumed market debt adjustments, net | 4,517 | 5,254 | 4,490 | |||
Deferred financing costs | (14,028) | (16,042) | (9,024) | |||
Total | 1,838,472 | 1,806,998 | 1,056,156 | |||
Gross borrowings under revolving credit facility | 65,000 | |||||
Accumulated amortization, assumed market debt adjustments | 4,200 | 3,700 | 6,100 | |||
Accumulated amortization, deferred financing costs | 7,000 | $ 5,400 | $ 3,900 | |||
Weighted average interest rate on debt obligations | 3.40% | 3.00% | 3.50% | |||
Mortgages and notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Debt obligation | 226,415 | $ 246,217 | $ 228,721 | |||
Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.89% | |||||
Debt obligation | 46,568 | $ 61,569 | 176,969 | |||
Gross borrowings under revolving credit facility | 151,000 | 437,000 | 590,800 | $ 297,800 | ||
Gross payments under revolving credit facility | 166,000 | 552,400 | 554,800 | $ 448,500 | ||
Maximum borrowing capacity | 500,000 | 500,000 | 500,000 | |||
Term loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt obligation | 1,205,000 | $ 1,140,000 | 655,000 | |||
Secured loan facility due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.55% | |||||
Debt obligation | $ 175,000 | 0 | ||||
Secured loan facility due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.52% | |||||
Debt obligation | $ 195,000 | $ 0 | ||||
Term loan due 2019 | ||||||
Debt Instrument [Line Items] | ||||||
Debt obligation | $ 100,000 | 100,000 | ||||
Term loan due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Debt obligation | 310,000 | |||||
Maximum borrowing capacity | $ 375,000 | |||||
Subsequent Event | Term loan due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from Debt | $ 65,000 | |||||
Maximum | Mortgages and notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 7.91% | 7.91% | ||||
Maximum | Term loans | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.93% | 3.93% | ||||
Minimum | Mortgages and notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.75% | 3.75% | ||||
Minimum | Term loans | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.51% | 2.46% |
Debt Obligations Schedule of101
Debt Obligations Schedule of Debt Allocation (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term Debt, by Type Alternative [Abstract] | |||
Fixed-rate debt | $ 1,588,415 | $ 1,608,217 | $ 615,721 |
Variable-rate debt | 259,568 | 209,569 | 444,969 |
Total | 1,847,983 | 1,817,786 | 1,060,690 |
Unsecured debt | 1,252,258 | 1,202,476 | 831,969 |
Secured debt | $ 595,725 | $ 615,310 | $ 228,721 |
Debt Obligations Schedule of Ma
Debt Obligations Schedule of Maturities of Long Term Debt (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
2,018 | $ 8,142 | ||
2,019 | 109,192 | ||
2,020 | 182,323 | ||
2,021 | 254,570 | ||
2,022 | 341,169 | ||
Thereafter | 922,390 | ||
Total | $ 1,847,983 | 1,817,786 | $ 1,060,690 |
Mortgages and notes payable | |||
Debt Instrument [Line Items] | |||
2,018 | 8,142 | ||
2,019 | 9,192 | ||
2,020 | 7,323 | ||
2,021 | 68,001 | ||
2,022 | 31,169 | ||
Thereafter | 122,390 | ||
Total | 226,415 | 246,217 | 228,721 |
Revolving credit facility | |||
Debt Instrument [Line Items] | |||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 61,569 | ||
2,022 | 0 | ||
Thereafter | 0 | ||
Total | 46,568 | 61,569 | 176,969 |
Term loans | |||
Debt Instrument [Line Items] | |||
2,018 | 0 | ||
2,019 | 100,000 | ||
2,020 | 175,000 | ||
2,021 | 125,000 | ||
2,022 | 310,000 | ||
Thereafter | 430,000 | ||
Total | $ 1,205,000 | 1,140,000 | 655,000 |
Secured loan facility due 2026 | |||
Debt Instrument [Line Items] | |||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 0 | ||
2,022 | 0 | ||
Thereafter | 175,000 | ||
Total | 175,000 | 0 | |
Secured loan facility due 2027 | |||
Debt Instrument [Line Items] | |||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 0 | ||
2,022 | 0 | ||
Thereafter | 195,000 | ||
Total | $ 195,000 | $ 0 |
Derivatives and Hedging Acti103
Derivatives and Hedging Activities Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) (FY) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)Debt_Instrument | Dec. 31, 2016USD ($)Debt_Instrument | Dec. 31, 2015USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Amount of gain (loss) recognized in OCI on derivatives | $ 5,608 | $ (2,914) | $ 19,047 | $ (1,765) | $ 2,770 | $ 6,979 | $ (3,128) |
Amount of loss reclassified from AOCI into interest expense | 753 | $ (378) | 704 | $ (975) | 1,810 | $ 3,586 | $ 3,150 |
Interest rate derivative liabilities, at fair value | 100 | ||||||
Designated as Hedging Instrument | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Reversal of cumulative ineffectiveness gain due to adoption of new accounting pronouncement | 1,300 | ||||||
Interest Rate Swap | Designated as Hedging Instrument | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative instruments, gain (loss) reclassification from AOCI to income, estimated net amount to be transferred | 7,100 | $ 1,500 | |||||
Count | Debt_Instrument | 6 | 4 | |||||
Notional amount | $ 992,000 | $ 992,000 | $ 992,000 | $ 642,000 | |||
Future | Designated as Hedging Instrument | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Count | Debt_Instrument | 1 | ||||||
Notional amount | $ 255,000 | ||||||
Minimum | Interest Rate Swap | Designated as Hedging Instrument | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Fixed LIBOR | 1.20% | 1.20% | 1.20% | 1.20% | |||
Maximum | Interest Rate Swap | Designated as Hedging Instrument | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Fixed LIBOR | 2.20% | 2.20% | 2.20% | 1.50% |
Income Taxes Deferred Tax Asset
Income Taxes Deferred Tax Assets and Liabilities (FY) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Components of Deferred Tax Assets [Abstract] | |
Accrued expenses | $ 4,276 |
Net operating loss (NOL) carryforward | 667 |
Other | 106 |
Gross deferred tax assets | 5,049 |
Valuation allowance | (3,277) |
Total deferred tax asset | 1,772 |
Components of Deferred Tax Liabilities [Abstract] | |
Depreciation and amortization | (1,638) |
Prepaid expenses | (134) |
Total deferred tax liabilities | (1,772) |
Net deferred tax asset | $ 0 |
Income Taxes REIT Taxable Incom
Income Taxes REIT Taxable Income (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||||||||||||
Net income (loss) attributable to stockholders | $ (11,351) | $ (30,072) | $ (8,232) | $ (1,193) | $ 1,106 | $ 3,689 | $ 2,464 | $ 560 | $ 2,219 | $ (12,951) | $ (87) | $ (38,391) | $ 8,932 | $ 13,360 |
Net loss (income) from subsidiaries | 31,395 | (17,785) | (23,725) | |||||||||||
Net loss attributable to REIT operations | (6,996) | (8,853) | (10,365) | |||||||||||
Book/tax differences | 45,677 | 42,556 | 45,280 | |||||||||||
REIT taxable income subject to 90% dividend requirement | $ 38,681 | $ 33,703 | $ 34,915 |
Income Taxes Dividends Paid Ded
Income Taxes Dividends Paid Deduction (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Distributed paid to common stockholders | $ 123,100 | $ 123,004 | $ 123,119 |
Non-dividend distributions | (84,419) | (89,301) | (88,204) |
Total dividends paid deduction attributable to earnings and profits | $ 38,681 | $ 33,703 | $ 34,915 |
Income Taxes Composition of Tax
Income Taxes Composition of Tax Distributions (FY) (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Ordinary income | 28.60% | 28.20% |
Return of capital | 70.90% | 71.80% |
Capital gain distributions | 0.50% | 0.00% |
Total | 100.00% | 100.00% |
Commitments and Contingencies N
Commitments and Contingencies Narrative (FY) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Total rental expense for long-term operating leases | $ 370 |
Collateralized letters of credit outstanding related to insurance and reinsurance contracts | $ 5,700 |
Commitments and Contingencies M
Commitments and Contingencies Minimum Rental Commitments (FY) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 1,101 |
2,019 | 773 |
2,020 | 310 |
2,021 | 188 |
2,022 | 185 |
Thereafter | 388 |
Total | $ 2,945 |
Commitments and Contingencies L
Commitments and Contingencies Liability for Unpaid Losses (FY) (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2017USD ($) | |
Liability for Claims and Claims Adjustment Expense [Abstract] | |
Unpaid loss liability as of December 31, 2017 | $ 4,339 |
Current year | 452 |
Prior years | 898 |
Total incurred | 1,350 |
Current year | 81 |
Prior years | 725 |
Total paid | 806 |
Unpaid loss liability as of December 31, 2017 | $ 4,883 |
Equity (FY) (Details)
Equity (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 04, 2017 | Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 09, 2018 | Mar. 31, 2018 | Nov. 08, 2017 | Nov. 07, 2017 |
Class of Stock Disclosures [Abstract] | |||||||||||
Common stock, voting rights | The holders of common stock are entitled to one vote per share on all matters voted on by stockholders, including election of the Board. Our charter does not provide for cumulative voting in the election of directors. | ||||||||||
Share price | $ 10.20 | $ 11.05 | $ 11 | $ 10.20 | |||||||
SRP, outstanding requests | 10,800,000 | 13,400,000 | 10,800,000 | ||||||||
Class of Stock [Line Items] | |||||||||||
Vesting of Class B units | $ 24,037 | $ 0 | $ 0 | ||||||||
Issuance of partnership units for asset management services | 27,647 | 4,047 | |||||||||
Distributions to noncontrolling interests | $ (14,097) | $ (933) | (9,125) | $ (1,882) | $ (1,835) | ||||||
Payments to noncontrolling interests | $ 9,600 | ||||||||||
OP units repurchased | 417,801 | ||||||||||
Payments for OP units repurchased | $ 4,179 | ||||||||||
Payments for repurchase of unvested Class B units, and termination of special limited partnership interest and fee-sharing arrangements | $ 5,400 | ||||||||||
OP units | 44,454,000 | 44,500,000 | 44,454,000 | 2,785,000 | |||||||
Class B units unvested | 0 | 0 | 2,900,000 | 0 | 2,610,000 | 2,100,000 | |||||
Noncontrolling Interest | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of partnership units for asset management services | $ 27,647 | $ 4,047 | |||||||||
Distributions to noncontrolling interests | $ (14,097) | $ (933) | (9,125) | $ (1,882) | $ (1,835) | ||||||
Payments for OP units repurchased | $ 4,179 | ||||||||||
Phillips Edison Limited Partnership | |||||||||||
Class of Stock Disclosures [Abstract] | |||||||||||
Share price | $ 10.20 | ||||||||||
Class of Stock [Line Items] | |||||||||||
OP units issued, shares | 39,400,000 | 39,400,000 | |||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 19.40% | ||||||||||
Subsidiaries [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 25.00% | 25.00% | 25.00% | 25.00% |
Compensation (FY) (Details)
Compensation (FY) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 15, 2018 | Dec. 31, 2017 | May 09, 2018 | Nov. 08, 2017 | Nov. 07, 2017 | Oct. 04, 2017 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Business combination, assets and liabilities assumed, unrecognized stock-based compensation expenses | $ 14,300 | |||||
Expense for stock-based awards | 3,400 | |||||
Expense for stock-based awards, fair value increase | 1,300 | |||||
Share price | $ 11.05 | $ 11 | $ 10.20 | $ 10.20 | ||
Stock-based awards unrecognized compensation cost | $ 8,900 | |||||
Stock-based award weighted-average recognition period for unrecognized compensation cost | 2 years | |||||
Cash contribution to 401(k) plan | $ 154 | |||||
Phantom Stock Units | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Liability for phantom stock units | $ 19,500 | |||||
Granted stock-based awards, subsequent to year-end | 0 | |||||
Restricted Stock Awards | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Granted stock-based awards, subsequent to year-end | 10 | |||||
Restricted Stock Awards | Subsequent Event | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Granted stock-based awards, subsequent to year-end | 800 | |||||
Performance Stock Awards | Subsequent Event | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Granted stock-based awards, subsequent to year-end | 400 |
Compensation Stock-based Award
Compensation Stock-based Award Activity (FY) (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested at December 31, 2016 | $ / shares | $ 10.20 |
Granted | $ / shares | 10.20 |
Vested | $ / shares | 10.20 |
Assumed | $ / shares | 10.20 |
Forfeited | $ / shares | 10.20 |
Nonvested at December 31, 2017 | $ / shares | $ 10.20 |
Restricted Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested at December 31, 2016 | 10 |
Granted | 10 |
Vested | (2) |
Assumed | 0 |
Forfeited | 0 |
Nonvested at December 31, 2017 | 18 |
Phantom Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested at December 31, 2016 | 0 |
Granted | 0 |
Vested | 0 |
Assumed | 2,450 |
Forfeited | (4) |
Nonvested at December 31, 2017 | 2,446 |
Earnings Per Share (FY) (Detail
Earnings Per Share (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||||||||||||||
Class B units unvested | 0 | 0 | 2,900,000 | 2,610,000 | 0 | 2,900,000 | 0 | 2,610,000 | 2,100,000 | |||||
Numerator for basic and diluted earnings per share: | ||||||||||||||
Net (loss) income attributable to stockholders - basic | $ (11,351) | $ (30,072) | $ (8,232) | $ (1,193) | $ 1,106 | $ 3,689 | $ 2,464 | $ 560 | $ 2,219 | $ (12,951) | $ (87) | $ (38,391) | $ 8,932 | $ 13,360 |
Net (loss) income attributable to convertible OP units | 2,756 | 28 | 3,090 | 0 | (3,470) | 111 | 201 | |||||||
Net (loss) income - diluted | $ (14,107) | $ (1,221) | $ (16,041) | $ (87) | $ (41,861) | $ 9,043 | $ 13,561 | |||||||
Denominator: | ||||||||||||||
Weighted-average shares - basic | 184,450,000 | 183,126,000 | 185,171,000 | 183,178,000 | 183,784,000 | 183,876,000 | 183,678,000 | |||||||
Conversion of OP units | 12,713,000 | 2,785,000 | 2,716,000 | |||||||||||
Effect of dilutive restricted stock awards | 0 | 4,000 | 0 | |||||||||||
Adjusted weighted-average shares - diluted | 228,903,000 | 185,911,000 | 229,624,000 | 185,963,000 | 196,497,000 | 186,665,000 | 186,394,000 | |||||||
Earnings Per Common Share | ||||||||||||||
Net (loss) income per share attributable to stockholders - basic and diluted | $ (0.06) | $ (0.17) | $ (0.04) | $ (0.01) | $ 0.01 | $ 0.02 | $ 0.01 | $ 0 | $ 0.01 | $ (0.07) | $ 0 | $ (0.21) | $ 0.05 | $ 0.07 |
Restricted Stock Awards | ||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||
Antidilutive securities excluded from computation of earnings per share | 1,000,000 | 17,200 |
Related Party Revenue Fees Earn
Related Party Revenue Fees Earned by and Expenses Reimbursable (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||||
Total advisory revenue | $ 4,042 | ||||||
Total property management revenue | $ 9,137 | $ 0 | $ 17,849 | $ 0 | 8,156 | $ 0 | $ 0 |
Insurance premiums | 206 | ||||||
REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Total advisory revenue | 3,238 | ||||||
Insurance premiums | $ 109 | $ 189 | 206 | ||||
REIT III | |||||||
Related Party Transaction [Line Items] | |||||||
Total advisory revenue | 650 | ||||||
Insurance premiums | 0 | ||||||
Necessity Retail Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Total advisory revenue | 105 | ||||||
Insurance premiums | 0 | ||||||
Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Total advisory revenue | 49 | ||||||
Insurance premiums | 0 | ||||||
Acquisition Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 737 | ||||||
Acquisition Fees | REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 218 | ||||||
Acquisition Fees | REIT III | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 519 | ||||||
Acquisition Fees | Necessity Retail Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 0 | ||||||
Acquisition Fees | Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 0 | ||||||
Asset Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 3,091 | ||||||
Asset Management Fees | REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 2,878 | ||||||
Asset Management Fees | REIT III | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 59 | ||||||
Asset Management Fees | Necessity Retail Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 105 | ||||||
Asset Management Fees | Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 49 | ||||||
Due Diligence Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 214 | ||||||
Due Diligence Reimbursements | REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 142 | ||||||
Due Diligence Reimbursements | REIT III | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 72 | ||||||
Due Diligence Reimbursements | Necessity Retail Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 0 | ||||||
Due Diligence Reimbursements | Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 0 | ||||||
Property Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 1,790 | ||||||
Property Management Fees | REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 1,518 | ||||||
Property Management Fees | REIT III | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 15 | ||||||
Property Management Fees | Necessity Retail Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 230 | ||||||
Property Management Fees | Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 27 | ||||||
Leasing Commissions | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 1,009 | ||||||
Leasing Commissions | REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 782 | ||||||
Leasing Commissions | REIT III | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 15 | ||||||
Leasing Commissions | Necessity Retail Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 196 | ||||||
Leasing Commissions | Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 16 | ||||||
Construction Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 412 | ||||||
Construction Management Fees | REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 365 | ||||||
Construction Management Fees | REIT III | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 4 | ||||||
Construction Management Fees | Necessity Retail Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 36 | ||||||
Construction Management Fees | Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 7 | ||||||
Expenses and Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 550 | ||||||
Expenses and Reimbursements | REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 339 | ||||||
Expenses and Reimbursements | REIT III | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 69 | ||||||
Expenses and Reimbursements | Necessity Retail Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 65 | ||||||
Expenses and Reimbursements | Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 77 | ||||||
Property Management Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Total property management revenue | 3,761 | ||||||
Property Management Agreement | REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Total property management revenue | 3,004 | ||||||
Property Management Agreement | REIT III | |||||||
Related Party Transaction [Line Items] | |||||||
Total property management revenue | 103 | ||||||
Property Management Agreement | Necessity Retail Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Total property management revenue | 527 | ||||||
Property Management Agreement | Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Total property management revenue | $ 127 |
Related Party Revenue Fee Struc
Related Party Revenue Fee Structure (FY) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Acquisition Fees | REIT II | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 0.85% |
Acquisition Fees | REIT III | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 2.00% |
Contingent Advisor Payment | REIT III | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 2.15% |
Disposition Fees | Minimum | REIT II | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 1.70% |
Disposition Fees | Minimum | REIT III | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 2.00% |
Disposition Fees | Maximum | REIT II | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 3.00% |
Disposition Fees | Maximum | REIT III | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 3.00% |
Asset Management Fees | REIT II | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 0.85% |
Asset Management Fees | REIT III | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 1.00% |
Asset Management Fees | Minimum | Necessity Retail Partners | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 0.50% |
Asset Management Fees | Maximum | Necessity Retail Partners | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 1.00% |
Property Management Fees | |
Related Party Transaction [Line Items] | |
Related party revenue, rate | 4.00% |
Related Party Revenue Other Rel
Related Party Revenue Other Related Party (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | |||
Investment in affiliates | $ 903 | $ 902 | $ 0 |
Related party receivables | 6,102 | $ 0 | |
REIT II | |||
Related Party Transaction [Line Items] | |||
Investment in affiliates | 202 | ||
REIT III | |||
Related Party Transaction [Line Items] | |||
Investment in affiliates | 700 | ||
Related party receivables | 4,551 | ||
Organization and offering costs charged by Advisor and Sub-advisor | $ 3,900 | 2,000 | |
Organization and offering costs receivable acquired in a business combination | 3,900 | ||
REIT II and Other Related Parties | |||
Related Party Transaction [Line Items] | |||
Related party receivables | $ 1,551 |
Related-Party Transactions (118
Related-Party Transactions (FY) (Details) - USD ($) $ in Thousands, shares in Millions | Oct. 03, 2017 | Oct. 03, 2017 | Sep. 30, 2017 | Sep. 19, 2017 | Dec. 31, 2017 | Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2017 | Jun. 30, 2018 | Mar. 31, 2018 |
Related Party Transaction [Line Items] | ||||||||||||
Vesting outstanding Class B units, shares, as required by PELP Acquisition | 2.7 | |||||||||||
Due to affiliate | $ 1,359 | $ 1,359 | $ 4,571 | $ 948 | ||||||||
Advisory Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transactions, rate decrease | 15.00% | |||||||||||
Accounts payable, related parties | 2,022 | |||||||||||
Advisory Agreement | Asset Management Fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, rate | 0.85% | 0.85% | 1.00% | 1.00% | ||||||||
Accounts payable, related parties | 1,687 | |||||||||||
Advisory Agreement | Acquisition Fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, rate | 0.85% | 1.00% | ||||||||||
Accounts payable, related parties | $ 0 | |||||||||||
Advisory Agreement | Asset Management Subordinated Participation | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Class B units of operating partnership, issued in connection with asset management services | 0 | 2.6 | ||||||||||
Advisory Agreement | Disposition Fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, rate | 1.70% | 2.00% | ||||||||||
Accounts payable, related parties | $ 0 | |||||||||||
Advisory Agreement | Financing Fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, rate | 0.75% | |||||||||||
Accounts payable, related parties | 0 | |||||||||||
Advisory Agreement | General and Administrative Reimbursements | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Accounts payable, related parties | 43 | |||||||||||
Property Manager | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Accounts payable, related parties | $ 2,506 | |||||||||||
Necessity Retail Partners | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Guarantorship maximum exposure | 200,000 | $ 200,000 | $ 200,000 | |||||||||
Maximum | Necessity Retail Partners | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Guarantorship cap | $ 50,000 | |||||||||||
Cash | Advisory Agreement | Asset Management Fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, rate | 100.00% | 80.00% | 20.00% | 80.00% | ||||||||
Unit Distribution | Advisory Agreement | Asset Management Fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, rate | 0.00% | 20.00% | 80.00% | 20.00% | ||||||||
Subsidiaries [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 25.00% | 25.00% | 25.00% | 25.00% | ||||||||
Noncontrolling interest, ownership percentage by parent | 75.00% | 75.00% | 75.00% |
Related-Party Transactions Advi
Related-Party Transactions Advisor Fees (FY) (Details) - USD ($) $ in Thousands | Oct. 03, 2017 | Oct. 03, 2017 | Sep. 19, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2017 | Aug. 31, 2017 |
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, expenses from transactions with related party | $ 5,454 | $ 0 | $ 0 | ||||||||
Advisory Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, expenses from transactions with related party | $ 7,270 | $ 13,435 | 20,301 | 26,232 | 11,776 | ||||||
Accounts payable, related parties | 2,022 | ||||||||||
Advisory Agreement | Acquisition Fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, rate | 0.85% | 1.00% | |||||||||
Related party transaction, expenses from transactions with related party | 902 | 1,050 | 1,344 | 2,342 | 1,247 | ||||||
Accounts payable, related parties | 0 | ||||||||||
Advisory Agreement | Acquisition Expenses | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, expenses from transactions with related party | 183 | 213 | 583 | 464 | 208 | ||||||
Accounts payable, related parties | 29 | ||||||||||
Advisory Agreement | Asset Management Fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, rate | 0.85% | 0.85% | 1.00% | 1.00% | |||||||
Related party transaction, expenses from transactions with related party | 5,228 | 10,317 | 15,573 | 19,239 | 4,601 | ||||||
Accounts payable, related parties | 1,687 | ||||||||||
Advisory Agreement | OP Unit Distribution | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, expenses from transactions with related party | 465 | 925 | 1,373 | 1,866 | 1,820 | ||||||
Accounts payable, related parties | 158 | ||||||||||
Advisory Agreement | Class B Unit Distribution | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, expenses from transactions with related party | 473 | 911 | 1,409 | 1,576 | 625 | ||||||
Accounts payable, related parties | 148 | ||||||||||
Advisory Agreement | Financing Fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, rate | 0.75% | ||||||||||
Related party transaction, expenses from transactions with related party | 0 | 0 | 3,228 | ||||||||
Accounts payable, related parties | 0 | ||||||||||
Advisory Agreement | Disposition Fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, rate | 1.70% | 2.00% | |||||||||
Related party transaction, expenses from transactions with related party | $ 19 | $ 19 | $ 19 | 745 | $ 47 | ||||||
Accounts payable, related parties | $ 0 |
Related-Party Transactions Prop
Related-Party Transactions Property Manager Fees (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 5,454 | $ 0 | $ 0 | ||
Property Manager | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 7,052 | $ 13,974 | $ 22,631 | 24,384 | 23,074 |
Accounts payable, related parties | 2,506 | ||||
Property Management Fees | Property Manager | |||||
Related Party Transaction [Line Items] | |||||
Property management fee, percent fee | 4.00% | ||||
Related party transaction, expenses from transactions with related party | 2,683 | 5,269 | $ 8,360 | 9,929 | 9,108 |
Accounts payable, related parties | 840 | ||||
Leasing Commissions | Property Manager | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | 2,077 | 4,400 | 6,670 | 7,701 | 7,316 |
Accounts payable, related parties | 705 | ||||
Construction Management Fees | Property Manager | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | 380 | 684 | 1,367 | 1,127 | 1,117 |
Accounts payable, related parties | 165 | ||||
Expenses and Reimbursements | Property Manager | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 1,912 | $ 3,621 | $ 6,234 | 5,627 | $ 5,533 |
Accounts payable, related parties | $ 796 |
Operating Leases Future Minimum
Operating Leases Future Minimum Rents (FY) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Future rentals to be received under non-cancelable operating leases: | |
2,018 | $ 270,880 |
2,019 | 242,613 |
2,020 | 212,708 |
2,021 | 178,096 |
2,022 | 145,745 |
2023 and thereafter | 429,545 |
Total | $ 1,479,587 |
Florida | Geographic concentration risk | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 12.80% |
Fair Value Measurements Summary
Fair Value Measurements Summary of Borrowings (FY) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Recorded value | $ 1,852,500 | $ 1,823,040 | $ 1,065,180 |
Deferred financing costs | 14,028 | 16,042 | 9,024 |
Fair Value Level 3 | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Fair value | $ 1,820,280 | $ 1,765,151 | $ 1,056,990 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (FY) (Details) - USD ($) $ in Thousands, shares in Millions | Oct. 04, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate swap-mortgage note | $ 100 | $ 100 | |||
Phillips Edison Limited Partnership | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
OP units issued, shares | 39.4 | 39.4 | |||
Earn-out liability | $ (38,000) | (38,000) | |||
Contingent consideration, equity interests issuable | 12.5 | ||||
Phillips Edison Limited Partnership | Fair Value Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Earn-out liability | 0 | $ 0 | |||
Phillips Edison Limited Partnership | Fair Value Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Earn-out liability | 0 | 0 | |||
Phillips Edison Limited Partnership | Fair Value Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Earn-out liability | (38,000) | 0 | |||
Interest Rate Swap | Designated as Hedging Instrument | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative, notional amount | $ 992,000 | 992,000 | 642,000 | $ 992,000 | |
Interest Rate Swap | Designated as Hedging Instrument | Fair Value Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate swaps-term loans | 0 | 0 | 0 | ||
Interest rate swap-mortgage note | 0 | 0 | 0 | ||
Interest Rate Swap | Designated as Hedging Instrument | Fair Value Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate swaps-term loans | 16,496 | 16,496 | 11,916 | 34,839 | |
Interest rate swap-mortgage note | 61 | 61 | 262 | $ 0 | |
Interest Rate Swap | Designated as Hedging Instrument | Fair Value Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate swaps-term loans | 0 | 0 | 0 | ||
Interest rate swap-mortgage note | 0 | 0 | 0 | ||
Interest Rate Swap | Not Designated as Hedging Instrument | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative, notional amount | $ 10,700 | $ 10,700 | $ 11,000 | ||
OP Units | Phillips Edison Limited Partnership | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
OP units issued, shares | 12.5 | 12.5 |
Segment Reporting (FY) (Details
Segment Reporting (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||
Total revenues | $ 104,173 | $ 69,851 | $ 207,372 | $ 138,154 | $ 311,543 | $ 257,730 | $ 242,099 |
Property operating | (16,901) | (10,297) | (35,016) | (21,729) | (53,824) | (41,890) | (38,399) |
Real estate tax expenses | (13,326) | (10,155) | (26,473) | (20,413) | (43,456) | (36,627) | (35,285) |
General and administrative expenses | (4,224) | (7,272) | (6,278) | ||||
Segment profit | 69,722 | 138,611 | 207,985 | ||||
Corporate general and administrative expenses | (9,226) | (16,639) | (30,070) | ||||
Vesting of Class B units for asset management services | (24,037) | 0 | 0 | ||||
Termination of affiliate arrangements | (5,454) | 0 | 0 | ||||
Depreciation and amortization | (46,385) | (28,207) | (92,812) | (55,831) | (130,671) | (106,095) | (101,479) |
Interest expense, net | (17,051) | (9,501) | (33,830) | (17,891) | (45,661) | (32,458) | (32,390) |
Acquisition expenses | (530) | (5,803) | (5,404) | ||||
Transaction expenses | 0 | (4,383) | 0 | (6,023) | (15,713) | 0 | 0 |
Other income, net | 2,433 | 5,990 | 248 | ||||
Net (loss) income | (14,076) | $ (1,221) | (15,913) | $ (87) | (41,718) | $ 9,043 | $ 13,561 |
Owned Real Estate | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | 94,899 | 189,253 | 303,410 | ||||
Property operating | (14,058) | (29,516) | (50,328) | ||||
Real estate tax expenses | (13,076) | (26,038) | (43,247) | ||||
General and administrative expenses | (804) | (1,229) | (3,403) | ||||
Segment profit | 66,961 | 132,470 | 206,432 | ||||
Investment Management | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | 9,274 | 18,119 | 8,133 | ||||
Property operating | (2,843) | (5,500) | (3,496) | ||||
Real estate tax expenses | (250) | (435) | (209) | ||||
General and administrative expenses | (3,420) | (6,043) | (2,875) | ||||
Segment profit | 2,761 | 6,141 | $ 1,553 | ||||
Other income, net | $ 137 | $ 270 |
Segment Reporting - Segment Ass
Segment Reporting - Segment Assets and Capital Expenditures (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2014 | |
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Assets | $ 3,526,082 | $ 2,380,188 | $ 3,452,123 | |||
Total segment assets | 3,478,316 | |||||
Cash and cash equivalents | 5,716 | 8,224 | $ 40,680 | $ 8,310 | $ 5,367 | $ 15,649 |
Restricted cash | 21,729 | |||||
Corporate headquarters and other assets | 20,321 | |||||
Total capital expenditures | 42,146 | $ 26,117 | $ 21,870 | |||
Owned Real Estate | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Assets | 3,388,080 | |||||
Total capital expenditures | 41,009 | |||||
Investment Management | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Assets | 90,236 | |||||
Total capital expenditures | $ 1,137 |
Quarterly Financial Data (Un126
Quarterly Financial Data (Unaudited) (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | ||||||||||||||
Total revenue | $ 102,765 | $ 70,624 | $ 69,851 | $ 68,303 | $ 66,325 | $ 65,270 | $ 63,053 | $ 63,082 | ||||||
Net income (loss) attributable to stockholders | $ (11,351) | $ (30,072) | $ (8,232) | $ (1,193) | $ 1,106 | $ 3,689 | $ 2,464 | $ 560 | $ 2,219 | $ (12,951) | $ (87) | $ (38,391) | $ 8,932 | $ 13,360 |
Net income (loss) per share - basic and diluted | $ (0.06) | $ (0.17) | $ (0.04) | $ (0.01) | $ 0.01 | $ 0.02 | $ 0.01 | $ 0 | $ 0.01 | $ (0.07) | $ 0 | $ (0.21) | $ 0.05 | $ 0.07 |
Subsequent Events (FY) (Details
Subsequent Events (FY) (Details) $ / shares in Units, $ in Thousands | Aug. 01, 2018USD ($)$ / shares | Jul. 02, 2018USD ($)$ / shares | Mar. 01, 2018USD ($)$ / shares | Feb. 26, 2018USD ($)ft² | Feb. 01, 2018USD ($)$ / shares | Jan. 02, 2018USD ($)$ / shares | Nov. 30, 2018$ / shares | May 31, 2018$ / shares | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Jul. 17, 2018ft² |
Subsequent Event [Line Items] | ||||||||||||||
Distribution rate | $ / shares | $ 0.34 | $ 0.34 | $ 0.67 | $ 0.67 | $ 0.67 | |||||||||
Distributions reinvested | $ 24,899 | $ 22,850 | $ 49,126 | $ 58,872 | $ 63,803 | |||||||||
Net cash distribution | $ 37,819 | $ 38,520 | $ 74,198 | $ 64,269 | $ 59,387 | |||||||||
Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Square footage | ft² | 36,600,000 | |||||||||||||
Subsequent Event | Shoppes of Lake Village | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Purchase price | $ 8,400 | |||||||||||||
Square footage | ft² | 135,437 | |||||||||||||
Leased percentage of rentable square feet at acquisition | 71.30% | |||||||||||||
Subsequent Event | Dividend Paid | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Gross amount of distribution paid | $ 12,439 | $ 12,672 | $ 12,807 | $ 12,789 | $ 13,017 | |||||||||
Distributions reinvested | 0 | 3,962 | 4,186 | 4,228 | 4,354 | |||||||||
Net cash distribution | $ 12,439 | $ 8,710 | $ 8,621 | $ 8,561 | $ 8,663 | |||||||||
Subsequent Event | Dividend Declared | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Distribution rate | $ / shares | $ 0.05583344 | $ 0.05583344 | $ 0.05583344 | $ 0.05583344 | $ 0.00183562 | $ 0.05583344 | $ 0.05583344 |
Schedule III - Real Estate A128
Schedule III - Real Estate Assets and Accumulated Depreciation (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 245,310 | ||
Initial cost, land and improvements | 1,094,468 | ||
Initial cost, buildings and improvements | 2,176,711 | ||
Costs capitalized subsequent to acquisition, carrying costs | 113,792 | ||
Carrying amount, land and improvements | 1,121,590 | ||
Carrying amount, buildings and improvements | 2,263,381 | ||
Carrying amount, total | 3,384,971 | $ 2,329,080 | $ 2,116,480 |
Accumulated depreciation | 314,080 | $ 222,557 | $ 152,433 |
Federal income tax basis | 3,400,000 | ||
Lakeside Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial cost, land and improvements | 3,344 | ||
Initial cost, buildings and improvements | 5,247 | ||
Costs capitalized subsequent to acquisition, carrying costs | 254 | ||
Carrying amount, land and improvements | 3,398 | ||
Carrying amount, buildings and improvements | 5,447 | ||
Carrying amount, total | 8,845 | ||
Accumulated depreciation | $ 2,079 | ||
Date acquired | Dec. 10, 2010 | ||
Snow View Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,104 | ||
Initial cost, buildings and improvements | 6,432 | ||
Costs capitalized subsequent to acquisition, carrying costs | 467 | ||
Carrying amount, land and improvements | 4,293 | ||
Carrying amount, buildings and improvements | 6,710 | ||
Carrying amount, total | 11,003 | ||
Accumulated depreciation | $ 2,923 | ||
Date acquired | Dec. 15, 2010 | ||
St. Charles Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,090 | ||
Initial cost, buildings and improvements | 4,399 | ||
Costs capitalized subsequent to acquisition, carrying costs | 212 | ||
Carrying amount, land and improvements | 4,105 | ||
Carrying amount, buildings and improvements | 4,596 | ||
Carrying amount, total | 8,701 | ||
Accumulated depreciation | $ 2,093 | ||
Date acquired | Jun. 10, 2011 | ||
Centerpoint | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,404 | ||
Initial cost, buildings and improvements | 4,361 | ||
Costs capitalized subsequent to acquisition, carrying costs | 960 | ||
Carrying amount, land and improvements | 2,749 | ||
Carrying amount, buildings and improvements | 4,976 | ||
Carrying amount, total | 7,725 | ||
Accumulated depreciation | $ 1,680 | ||
Date acquired | Oct. 14, 2011 | ||
Southampton Village | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,670 | ||
Initial cost, buildings and improvements | 5,176 | ||
Costs capitalized subsequent to acquisition, carrying costs | 901 | ||
Carrying amount, land and improvements | 2,826 | ||
Carrying amount, buildings and improvements | 5,921 | ||
Carrying amount, total | 8,747 | ||
Accumulated depreciation | $ 1,917 | ||
Date acquired | Oct. 14, 2011 | ||
Burwood Village Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,447 | ||
Initial cost, buildings and improvements | 10,167 | ||
Costs capitalized subsequent to acquisition, carrying costs | 356 | ||
Carrying amount, land and improvements | 5,584 | ||
Carrying amount, buildings and improvements | 10,386 | ||
Carrying amount, total | 15,970 | ||
Accumulated depreciation | $ 3,623 | ||
Date acquired | Nov. 9, 2011 | ||
Cureton Town Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,896 | ||
Initial cost, buildings and improvements | 6,197 | ||
Costs capitalized subsequent to acquisition, carrying costs | 974 | ||
Carrying amount, land and improvements | 5,655 | ||
Carrying amount, buildings and improvements | 7,412 | ||
Carrying amount, total | 13,067 | ||
Accumulated depreciation | $ 2,729 | ||
Date acquired | Dec. 29, 2011 | ||
Tramway Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,016 | ||
Initial cost, buildings and improvements | 3,070 | ||
Costs capitalized subsequent to acquisition, carrying costs | 639 | ||
Carrying amount, land and improvements | 2,314 | ||
Carrying amount, buildings and improvements | 3,411 | ||
Carrying amount, total | 5,725 | ||
Accumulated depreciation | $ 1,373 | ||
Date acquired | Feb. 23, 2012 | ||
Westin Centre | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,190 | ||
Initial cost, buildings and improvements | 3,499 | ||
Costs capitalized subsequent to acquisition, carrying costs | 555 | ||
Carrying amount, land and improvements | 2,438 | ||
Carrying amount, buildings and improvements | 3,806 | ||
Carrying amount, total | 6,244 | ||
Accumulated depreciation | $ 1,463 | ||
Date acquired | Feb. 23, 2012 | ||
The Village at Glynn Place | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,202 | ||
Initial cost, buildings and improvements | 6,095 | ||
Costs capitalized subsequent to acquisition, carrying costs | 388 | ||
Carrying amount, land and improvements | 5,268 | ||
Carrying amount, buildings and improvements | 6,417 | ||
Carrying amount, total | 11,685 | ||
Accumulated depreciation | $ 2,994 | ||
Date acquired | Apr. 27, 2012 | ||
Meadowthorpe Shopping Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,093 | ||
Initial cost, buildings and improvements | 4,185 | ||
Costs capitalized subsequent to acquisition, carrying costs | 492 | ||
Carrying amount, land and improvements | 4,380 | ||
Carrying amount, buildings and improvements | 4,390 | ||
Carrying amount, total | 8,770 | ||
Accumulated depreciation | $ 1,692 | ||
Date acquired | May 9, 2012 | ||
New Windsor Marketplace | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,867 | ||
Initial cost, buildings and improvements | 1,329 | ||
Costs capitalized subsequent to acquisition, carrying costs | 443 | ||
Carrying amount, land and improvements | 4,038 | ||
Carrying amount, buildings and improvements | 1,601 | ||
Carrying amount, total | 5,639 | ||
Accumulated depreciation | $ 837 | ||
Date acquired | May 9, 2012 | ||
Vine Street Square | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 7,049 | ||
Initial cost, buildings and improvements | 5,618 | ||
Costs capitalized subsequent to acquisition, carrying costs | 368 | ||
Carrying amount, land and improvements | 7,076 | ||
Carrying amount, buildings and improvements | 5,959 | ||
Carrying amount, total | 13,035 | ||
Accumulated depreciation | $ 2,355 | ||
Date acquired | Jun. 4, 2012 | ||
Northtowne Square | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,844 | ||
Initial cost, buildings and improvements | 7,210 | ||
Costs capitalized subsequent to acquisition, carrying costs | 598 | ||
Carrying amount, land and improvements | 3,330 | ||
Carrying amount, buildings and improvements | 7,322 | ||
Carrying amount, total | 10,652 | ||
Accumulated depreciation | $ 3,047 | ||
Date acquired | Jun. 19, 2012 | ||
Brentwood Commons | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,106 | ||
Initial cost, buildings and improvements | 8,025 | ||
Costs capitalized subsequent to acquisition, carrying costs | 886 | ||
Carrying amount, land and improvements | 6,145 | ||
Carrying amount, buildings and improvements | 8,872 | ||
Carrying amount, total | 15,017 | ||
Accumulated depreciation | $ 2,693 | ||
Date acquired | Jul. 5, 2012 | ||
Sidney Towne Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,430 | ||
Initial cost, buildings and improvements | 3,802 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,193 | ||
Carrying amount, land and improvements | 1,953 | ||
Carrying amount, buildings and improvements | 4,472 | ||
Carrying amount, total | 6,425 | ||
Accumulated depreciation | $ 1,752 | ||
Date acquired | Aug. 2, 2012 | ||
Broadway Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 6,198 | ||
Initial cost, land and improvements | 4,979 | ||
Initial cost, buildings and improvements | 7,169 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,008 | ||
Carrying amount, land and improvements | 5,433 | ||
Carrying amount, buildings and improvements | 7,723 | ||
Carrying amount, total | 13,156 | ||
Accumulated depreciation | $ 2,660 | ||
Date acquired | Aug. 13, 2012 | ||
Richmond Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 7,157 | ||
Initial cost, buildings and improvements | 11,244 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,357 | ||
Carrying amount, land and improvements | 7,433 | ||
Carrying amount, buildings and improvements | 12,325 | ||
Carrying amount, total | 19,758 | ||
Accumulated depreciation | $ 4,010 | ||
Date acquired | Aug. 30, 2012 | ||
Publix at Northridge | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,671 | ||
Initial cost, buildings and improvements | 5,632 | ||
Costs capitalized subsequent to acquisition, carrying costs | 350 | ||
Carrying amount, land and improvements | 5,753 | ||
Carrying amount, buildings and improvements | 5,900 | ||
Carrying amount, total | 11,653 | ||
Accumulated depreciation | $ 1,845 | ||
Date acquired | Aug. 30, 2012 | ||
Baker Hill Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 7,068 | ||
Initial cost, buildings and improvements | 13,737 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,240 | ||
Carrying amount, land and improvements | 7,229 | ||
Carrying amount, buildings and improvements | 14,816 | ||
Carrying amount, total | 22,045 | ||
Accumulated depreciation | $ 3,957 | ||
Date acquired | Sep. 6, 2012 | ||
New Prague Commons | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,248 | ||
Initial cost, buildings and improvements | 6,605 | ||
Costs capitalized subsequent to acquisition, carrying costs | 146 | ||
Carrying amount, land and improvements | 3,360 | ||
Carrying amount, buildings and improvements | 6,639 | ||
Carrying amount, total | 9,999 | ||
Accumulated depreciation | $ 1,858 | ||
Date acquired | Oct. 12, 2012 | ||
Brook Park Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 947 | ||
Initial cost, land and improvements | 2,545 | ||
Initial cost, buildings and improvements | 7,594 | ||
Costs capitalized subsequent to acquisition, carrying costs | 548 | ||
Carrying amount, land and improvements | 2,737 | ||
Carrying amount, buildings and improvements | 7,950 | ||
Carrying amount, total | 10,687 | ||
Accumulated depreciation | $ 2,389 | ||
Date acquired | Oct. 23, 2012 | ||
Heron Creek Towne Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,062 | ||
Initial cost, buildings and improvements | 4,082 | ||
Costs capitalized subsequent to acquisition, carrying costs | 168 | ||
Carrying amount, land and improvements | 4,102 | ||
Carrying amount, buildings and improvements | 4,210 | ||
Carrying amount, total | 8,312 | ||
Accumulated depreciation | $ 1,388 | ||
Date acquired | Dec. 17, 2012 | ||
Quartz Hill Towne Centre | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,352 | ||
Initial cost, buildings and improvements | 13,529 | ||
Costs capitalized subsequent to acquisition, carrying costs | 301 | ||
Carrying amount, land and improvements | 6,482 | ||
Carrying amount, buildings and improvements | 13,700 | ||
Carrying amount, total | 20,182 | ||
Accumulated depreciation | $ 3,385 | ||
Date acquired | Dec. 26, 2012 | ||
Hilfiker Square | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,455 | ||
Initial cost, buildings and improvements | 4,750 | ||
Costs capitalized subsequent to acquisition, carrying costs | 50 | ||
Carrying amount, land and improvements | 2,498 | ||
Carrying amount, buildings and improvements | 4,757 | ||
Carrying amount, total | 7,255 | ||
Accumulated depreciation | $ 1,089 | ||
Date acquired | Dec. 28, 2012 | ||
Village One Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,166 | ||
Initial cost, buildings and improvements | 18,752 | ||
Costs capitalized subsequent to acquisition, carrying costs | 486 | ||
Carrying amount, land and improvements | 5,223 | ||
Carrying amount, buildings and improvements | 19,181 | ||
Carrying amount, total | 24,404 | ||
Accumulated depreciation | $ 3,896 | ||
Date acquired | Dec. 28, 2012 | ||
Butler Creek | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,925 | ||
Initial cost, buildings and improvements | 6,129 | ||
Costs capitalized subsequent to acquisition, carrying costs | 929 | ||
Carrying amount, land and improvements | 4,251 | ||
Carrying amount, buildings and improvements | 6,732 | ||
Carrying amount, total | 10,983 | ||
Accumulated depreciation | $ 1,889 | ||
Date acquired | Jan. 15, 2013 | ||
Fairview Oaks | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,563 | ||
Initial cost, buildings and improvements | 5,266 | ||
Costs capitalized subsequent to acquisition, carrying costs | 274 | ||
Carrying amount, land and improvements | 3,714 | ||
Carrying amount, buildings and improvements | 5,389 | ||
Carrying amount, total | 9,103 | ||
Accumulated depreciation | $ 1,503 | ||
Date acquired | Jan. 15, 2013 | ||
Grassland Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,680 | ||
Initial cost, buildings and improvements | 5,791 | ||
Costs capitalized subsequent to acquisition, carrying costs | 687 | ||
Carrying amount, land and improvements | 3,790 | ||
Carrying amount, buildings and improvements | 6,368 | ||
Carrying amount, total | 10,158 | ||
Accumulated depreciation | $ 1,794 | ||
Date acquired | Jan. 15, 2013 | ||
Hamilton Ridge | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,054 | ||
Initial cost, buildings and improvements | 7,168 | ||
Costs capitalized subsequent to acquisition, carrying costs | 534 | ||
Carrying amount, land and improvements | 4,163 | ||
Carrying amount, buildings and improvements | 7,593 | ||
Carrying amount, total | 11,756 | ||
Accumulated depreciation | $ 2,047 | ||
Date acquired | Jan. 15, 2013 | ||
Mableton Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,426 | ||
Initial cost, buildings and improvements | 6,413 | ||
Costs capitalized subsequent to acquisition, carrying costs | 932 | ||
Carrying amount, land and improvements | 4,591 | ||
Carrying amount, buildings and improvements | 7,180 | ||
Carrying amount, total | 11,771 | ||
Accumulated depreciation | $ 1,927 | ||
Date acquired | Jan. 15, 2013 | ||
The Shops at Westridge | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,788 | ||
Initial cost, buildings and improvements | 3,901 | ||
Costs capitalized subsequent to acquisition, carrying costs | 461 | ||
Carrying amount, land and improvements | 2,807 | ||
Carrying amount, buildings and improvements | 4,343 | ||
Carrying amount, total | 7,150 | ||
Accumulated depreciation | $ 1,239 | ||
Date acquired | Jan. 15, 2013 | ||
Fairlawn Town Centre | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 10,397 | ||
Initial cost, buildings and improvements | 29,005 | ||
Costs capitalized subsequent to acquisition, carrying costs | 2,042 | ||
Carrying amount, land and improvements | 10,928 | ||
Carrying amount, buildings and improvements | 30,516 | ||
Carrying amount, total | 41,444 | ||
Accumulated depreciation | $ 8,232 | ||
Date acquired | Jan. 30, 2013 | ||
Macland Pointe | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,450 | ||
Initial cost, buildings and improvements | 5,364 | ||
Costs capitalized subsequent to acquisition, carrying costs | 825 | ||
Carrying amount, land and improvements | 3,720 | ||
Carrying amount, buildings and improvements | 5,919 | ||
Carrying amount, total | 9,639 | ||
Accumulated depreciation | $ 1,712 | ||
Date acquired | Feb. 13, 2013 | ||
Murray Landing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,927 | ||
Initial cost, buildings and improvements | 6,856 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,339 | ||
Carrying amount, land and improvements | 3,160 | ||
Carrying amount, buildings and improvements | 7,962 | ||
Carrying amount, total | 11,122 | ||
Accumulated depreciation | $ 1,730 | ||
Date acquired | Mar. 21, 2013 | ||
Vineyard Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,761 | ||
Initial cost, buildings and improvements | 4,221 | ||
Costs capitalized subsequent to acquisition, carrying costs | 276 | ||
Carrying amount, land and improvements | 2,817 | ||
Carrying amount, buildings and improvements | 4,441 | ||
Carrying amount, total | 7,258 | ||
Accumulated depreciation | $ 1,126 | ||
Date acquired | Mar. 21, 2013 | ||
Kleinwood Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 11,477 | ||
Initial cost, buildings and improvements | 18,954 | ||
Costs capitalized subsequent to acquisition, carrying costs | 848 | ||
Carrying amount, land and improvements | 11,593 | ||
Carrying amount, buildings and improvements | 19,686 | ||
Carrying amount, total | 31,279 | ||
Accumulated depreciation | $ 4,763 | ||
Date acquired | Mar. 21, 2013 | ||
Lutz Lake Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,636 | ||
Initial cost, buildings and improvements | 6,601 | ||
Costs capitalized subsequent to acquisition, carrying costs | 314 | ||
Carrying amount, land and improvements | 2,719 | ||
Carrying amount, buildings and improvements | 6,832 | ||
Carrying amount, total | 9,551 | ||
Accumulated depreciation | $ 1,483 | ||
Date acquired | Apr. 4, 2013 | ||
Publix at Seven Hills | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,171 | ||
Initial cost, buildings and improvements | 5,642 | ||
Costs capitalized subsequent to acquisition, carrying costs | 560 | ||
Carrying amount, land and improvements | 2,407 | ||
Carrying amount, buildings and improvements | 5,966 | ||
Carrying amount, total | 8,373 | ||
Accumulated depreciation | $ 1,360 | ||
Date acquired | Apr. 4, 2013 | ||
Hartville Centre | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,069 | ||
Initial cost, buildings and improvements | 3,692 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,335 | ||
Carrying amount, land and improvements | 2,383 | ||
Carrying amount, buildings and improvements | 4,713 | ||
Carrying amount, total | 7,096 | ||
Accumulated depreciation | $ 1,167 | ||
Date acquired | Apr. 23, 2013 | ||
Sunset Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 7,933 | ||
Initial cost, buildings and improvements | 14,939 | ||
Costs capitalized subsequent to acquisition, carrying costs | 647 | ||
Carrying amount, land and improvements | 7,998 | ||
Carrying amount, buildings and improvements | 15,521 | ||
Carrying amount, total | 23,519 | ||
Accumulated depreciation | $ 3,357 | ||
Date acquired | May 31, 2013 | ||
Savage Town Square | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,106 | ||
Initial cost, buildings and improvements | 9,409 | ||
Costs capitalized subsequent to acquisition, carrying costs | 227 | ||
Carrying amount, land and improvements | 4,230 | ||
Carrying amount, buildings and improvements | 9,512 | ||
Carrying amount, total | 13,742 | ||
Accumulated depreciation | $ 2,144 | ||
Date acquired | Jun. 19, 2013 | ||
Northcross | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 30,725 | ||
Initial cost, buildings and improvements | 25,627 | ||
Costs capitalized subsequent to acquisition, carrying costs | 900 | ||
Carrying amount, land and improvements | 30,913 | ||
Carrying amount, buildings and improvements | 26,339 | ||
Carrying amount, total | 57,252 | ||
Accumulated depreciation | $ 5,691 | ||
Date acquired | Jun. 24, 2013 | ||
Glenwood Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,872 | ||
Initial cost, buildings and improvements | 9,914 | ||
Costs capitalized subsequent to acquisition, carrying costs | 419 | ||
Carrying amount, land and improvements | 1,938 | ||
Carrying amount, buildings and improvements | 10,267 | ||
Carrying amount, total | 12,205 | ||
Accumulated depreciation | $ 1,906 | ||
Date acquired | Jun. 27, 2013 | ||
Pavilions at San Mateo | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,471 | ||
Initial cost, buildings and improvements | 18,725 | ||
Costs capitalized subsequent to acquisition, carrying costs | 754 | ||
Carrying amount, land and improvements | 6,649 | ||
Carrying amount, buildings and improvements | 19,301 | ||
Carrying amount, total | 25,950 | ||
Accumulated depreciation | $ 3,886 | ||
Date acquired | Jun. 27, 2013 | ||
Shiloh Square | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,685 | ||
Initial cost, buildings and improvements | 8,728 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,094 | ||
Carrying amount, land and improvements | 4,804 | ||
Carrying amount, buildings and improvements | 9,703 | ||
Carrying amount, total | 14,507 | ||
Accumulated depreciation | $ 2,025 | ||
Date acquired | Jun. 27, 2013 | ||
Boronda Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 9,027 | ||
Initial cost, buildings and improvements | 11,870 | ||
Costs capitalized subsequent to acquisition, carrying costs | 424 | ||
Carrying amount, land and improvements | 9,128 | ||
Carrying amount, buildings and improvements | 12,193 | ||
Carrying amount, total | 21,321 | ||
Accumulated depreciation | $ 2,430 | ||
Date acquired | Jul. 3, 2013 | ||
Westwoods Shopping Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,706 | ||
Initial cost, buildings and improvements | 11,115 | ||
Costs capitalized subsequent to acquisition, carrying costs | 379 | ||
Carrying amount, land and improvements | 3,946 | ||
Carrying amount, buildings and improvements | 11,254 | ||
Carrying amount, total | 15,200 | ||
Accumulated depreciation | $ 2,287 | ||
Date acquired | Aug. 8, 2013 | ||
Paradise Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,204 | ||
Initial cost, buildings and improvements | 6,064 | ||
Costs capitalized subsequent to acquisition, carrying costs | 574 | ||
Carrying amount, land and improvements | 2,360 | ||
Carrying amount, buildings and improvements | 6,482 | ||
Carrying amount, total | 8,842 | ||
Accumulated depreciation | $ 1,341 | ||
Date acquired | Aug. 13, 2013 | ||
Contra Loma Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,846 | ||
Initial cost, buildings and improvements | 3,926 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,483 | ||
Carrying amount, land and improvements | 3,430 | ||
Carrying amount, buildings and improvements | 4,825 | ||
Carrying amount, total | 8,255 | ||
Accumulated depreciation | $ 881 | ||
Date acquired | Aug. 19, 2013 | ||
South Oaks Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,938 | ||
Initial cost, buildings and improvements | 6,634 | ||
Costs capitalized subsequent to acquisition, carrying costs | 363 | ||
Carrying amount, land and improvements | 2,020 | ||
Carrying amount, buildings and improvements | 6,915 | ||
Carrying amount, total | 8,935 | ||
Accumulated depreciation | $ 1,338 | ||
Date acquired | Aug. 21, 2013 | ||
Yorktown Centre | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,736 | ||
Initial cost, buildings and improvements | 15,395 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,136 | ||
Carrying amount, land and improvements | 3,988 | ||
Carrying amount, buildings and improvements | 16,279 | ||
Carrying amount, total | 20,267 | ||
Accumulated depreciation | $ 3,788 | ||
Date acquired | Aug. 30, 2013 | ||
Stockbridge Commons | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,818 | ||
Initial cost, buildings and improvements | 9,281 | ||
Costs capitalized subsequent to acquisition, carrying costs | 427 | ||
Carrying amount, land and improvements | 4,910 | ||
Carrying amount, buildings and improvements | 9,616 | ||
Carrying amount, total | 14,526 | ||
Accumulated depreciation | $ 2,015 | ||
Date acquired | Sep. 3, 2013 | ||
Dyer Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 9,810 | ||
Initial cost, land and improvements | 6,017 | ||
Initial cost, buildings and improvements | 10,214 | ||
Costs capitalized subsequent to acquisition, carrying costs | 359 | ||
Carrying amount, land and improvements | 6,148 | ||
Carrying amount, buildings and improvements | 10,442 | ||
Carrying amount, total | 16,590 | ||
Accumulated depreciation | $ 2,178 | ||
Date acquired | Sep. 4, 2013 | ||
East Burnside Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,484 | ||
Initial cost, buildings and improvements | 5,422 | ||
Costs capitalized subsequent to acquisition, carrying costs | 83 | ||
Carrying amount, land and improvements | 2,554 | ||
Carrying amount, buildings and improvements | 5,435 | ||
Carrying amount, total | 7,989 | ||
Accumulated depreciation | $ 884 | ||
Date acquired | Sep. 12, 2013 | ||
Red Maple Village | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 9,250 | ||
Initial cost, buildings and improvements | 19,466 | ||
Costs capitalized subsequent to acquisition, carrying costs | 288 | ||
Carrying amount, land and improvements | 9,384 | ||
Carrying amount, buildings and improvements | 19,620 | ||
Carrying amount, total | 29,004 | ||
Accumulated depreciation | $ 3,256 | ||
Date acquired | Sep. 18, 2013 | ||
Crystal Beach Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,335 | ||
Initial cost, buildings and improvements | 7,918 | ||
Costs capitalized subsequent to acquisition, carrying costs | 423 | ||
Carrying amount, land and improvements | 2,400 | ||
Carrying amount, buildings and improvements | 8,276 | ||
Carrying amount, total | 10,676 | ||
Accumulated depreciation | $ 1,553 | ||
Date acquired | Sep. 25, 2013 | ||
CitiCentre Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 770 | ||
Initial cost, buildings and improvements | 2,530 | ||
Costs capitalized subsequent to acquisition, carrying costs | 251 | ||
Carrying amount, land and improvements | 982 | ||
Carrying amount, buildings and improvements | 2,569 | ||
Carrying amount, total | 3,551 | ||
Accumulated depreciation | $ 605 | ||
Date acquired | Oct. 2, 2013 | ||
Duck Creek Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,611 | ||
Initial cost, buildings and improvements | 13,007 | ||
Costs capitalized subsequent to acquisition, carrying costs | 991 | ||
Carrying amount, land and improvements | 5,102 | ||
Carrying amount, buildings and improvements | 13,507 | ||
Carrying amount, total | 18,609 | ||
Accumulated depreciation | $ 2,613 | ||
Date acquired | Oct. 8, 2013 | ||
Cahill Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,587 | ||
Initial cost, buildings and improvements | 5,113 | ||
Costs capitalized subsequent to acquisition, carrying costs | 560 | ||
Carrying amount, land and improvements | 2,876 | ||
Carrying amount, buildings and improvements | 5,384 | ||
Carrying amount, total | 8,260 | ||
Accumulated depreciation | $ 1,110 | ||
Date acquired | Oct. 9, 2013 | ||
Pioneer Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,948 | ||
Initial cost, buildings and improvements | 5,680 | ||
Costs capitalized subsequent to acquisition, carrying costs | 456 | ||
Carrying amount, land and improvements | 5,117 | ||
Carrying amount, buildings and improvements | 5,967 | ||
Carrying amount, total | 11,084 | ||
Accumulated depreciation | $ 1,275 | ||
Date acquired | Oct. 18, 2013 | ||
Fresh Market | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,459 | ||
Initial cost, buildings and improvements | 17,773 | ||
Costs capitalized subsequent to acquisition, carrying costs | 443 | ||
Carrying amount, land and improvements | 4,746 | ||
Carrying amount, buildings and improvements | 17,929 | ||
Carrying amount, total | 22,675 | ||
Accumulated depreciation | $ 2,106 | ||
Date acquired | Oct. 22, 2013 | ||
Courthouse Marketplace | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,131 | ||
Initial cost, buildings and improvements | 8,061 | ||
Costs capitalized subsequent to acquisition, carrying costs | 846 | ||
Carrying amount, land and improvements | 6,388 | ||
Carrying amount, buildings and improvements | 8,650 | ||
Carrying amount, total | 15,038 | ||
Accumulated depreciation | $ 1,671 | ||
Date acquired | Oct. 25, 2013 | ||
Hastings Marketplace | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,980 | ||
Initial cost, buildings and improvements | 10,044 | ||
Costs capitalized subsequent to acquisition, carrying costs | 273 | ||
Carrying amount, land and improvements | 4,118 | ||
Carrying amount, buildings and improvements | 10,179 | ||
Carrying amount, total | 14,297 | ||
Accumulated depreciation | $ 2,012 | ||
Date acquired | Nov. 6, 2013 | ||
Shoppes of Paradise Lakes | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 5,484 | ||
Initial cost, land and improvements | 5,811 | ||
Initial cost, buildings and improvements | 6,019 | ||
Costs capitalized subsequent to acquisition, carrying costs | 411 | ||
Carrying amount, land and improvements | 6,037 | ||
Carrying amount, buildings and improvements | 6,204 | ||
Carrying amount, total | 12,241 | ||
Accumulated depreciation | $ 1,409 | ||
Date acquired | Nov. 7, 2013 | ||
Coquina Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 6,715 | ||
Initial cost, land and improvements | 9,458 | ||
Initial cost, buildings and improvements | 11,770 | ||
Costs capitalized subsequent to acquisition, carrying costs | 406 | ||
Carrying amount, land and improvements | 9,512 | ||
Carrying amount, buildings and improvements | 12,122 | ||
Carrying amount, total | 21,634 | ||
Accumulated depreciation | $ 2,262 | ||
Date acquired | Nov. 7, 2013 | ||
Butler's Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,338 | ||
Initial cost, buildings and improvements | 6,682 | ||
Costs capitalized subsequent to acquisition, carrying costs | 783 | ||
Carrying amount, land and improvements | 1,395 | ||
Carrying amount, buildings and improvements | 7,408 | ||
Carrying amount, total | 8,803 | ||
Accumulated depreciation | $ 1,422 | ||
Date acquired | Nov. 7, 2013 | ||
Lakewood Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,495 | ||
Initial cost, buildings and improvements | 10,028 | ||
Costs capitalized subsequent to acquisition, carrying costs | 655 | ||
Carrying amount, land and improvements | 4,534 | ||
Carrying amount, buildings and improvements | 10,644 | ||
Carrying amount, total | 15,178 | ||
Accumulated depreciation | $ 2,306 | ||
Date acquired | Nov. 7, 2013 | ||
Collington Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 12,207 | ||
Initial cost, buildings and improvements | 15,142 | ||
Costs capitalized subsequent to acquisition, carrying costs | 540 | ||
Carrying amount, land and improvements | 12,379 | ||
Carrying amount, buildings and improvements | 15,510 | ||
Carrying amount, total | 27,889 | ||
Accumulated depreciation | $ 2,744 | ||
Date acquired | Nov. 21, 2013 | ||
Golden Town Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 7,066 | ||
Initial cost, buildings and improvements | 10,166 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,265 | ||
Carrying amount, land and improvements | 7,305 | ||
Carrying amount, buildings and improvements | 11,192 | ||
Carrying amount, total | 18,497 | ||
Accumulated depreciation | $ 2,239 | ||
Date acquired | Nov. 22, 2013 | ||
Northstar Marketplace | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,810 | ||
Initial cost, buildings and improvements | 9,204 | ||
Costs capitalized subsequent to acquisition, carrying costs | 482 | ||
Carrying amount, land and improvements | 2,848 | ||
Carrying amount, buildings and improvements | 9,648 | ||
Carrying amount, total | 12,496 | ||
Accumulated depreciation | $ 1,921 | ||
Date acquired | Nov. 27, 2013 | ||
Bear Creek Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,677 | ||
Initial cost, buildings and improvements | 17,611 | ||
Costs capitalized subsequent to acquisition, carrying costs | 115 | ||
Carrying amount, land and improvements | 5,737 | ||
Carrying amount, buildings and improvements | 17,666 | ||
Carrying amount, total | 23,403 | ||
Accumulated depreciation | $ 3,398 | ||
Date acquired | Dec. 19, 2013 | ||
Flag City Station | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,685 | ||
Initial cost, buildings and improvements | 9,630 | ||
Costs capitalized subsequent to acquisition, carrying costs | 411 | ||
Carrying amount, land and improvements | 4,775 | ||
Carrying amount, buildings and improvements | 9,951 | ||
Carrying amount, total | 14,726 | ||
Accumulated depreciation | $ 2,119 | ||
Date acquired | Dec. 19, 2013 | ||
Southern Hills Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 778 | ||
Initial cost, buildings and improvements | 1,481 | ||
Costs capitalized subsequent to acquisition, carrying costs | 53 | ||
Carrying amount, land and improvements | 801 | ||
Carrying amount, buildings and improvements | 1,511 | ||
Carrying amount, total | 2,312 | ||
Accumulated depreciation | $ 357 | ||
Date acquired | Dec. 19, 2013 | ||
Sulphur Grove | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 553 | ||
Initial cost, buildings and improvements | 2,142 | ||
Costs capitalized subsequent to acquisition, carrying costs | 129 | ||
Carrying amount, land and improvements | 605 | ||
Carrying amount, buildings and improvements | 2,219 | ||
Carrying amount, total | 2,824 | ||
Accumulated depreciation | $ 399 | ||
Date acquired | Dec. 19, 2013 | ||
East Side Square | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 394 | ||
Initial cost, buildings and improvements | 963 | ||
Costs capitalized subsequent to acquisition, carrying costs | 64 | ||
Carrying amount, land and improvements | 407 | ||
Carrying amount, buildings and improvements | 1,014 | ||
Carrying amount, total | 1,421 | ||
Accumulated depreciation | $ 236 | ||
Date acquired | Dec. 19, 2013 | ||
Hoke Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 481 | ||
Initial cost, buildings and improvements | 1,059 | ||
Costs capitalized subsequent to acquisition, carrying costs | 220 | ||
Carrying amount, land and improvements | 509 | ||
Carrying amount, buildings and improvements | 1,251 | ||
Carrying amount, total | 1,760 | ||
Accumulated depreciation | $ 239 | ||
Date acquired | Dec. 19, 2013 | ||
Town & Country Shopping Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 7,360 | ||
Initial cost, buildings and improvements | 16,269 | ||
Costs capitalized subsequent to acquisition, carrying costs | 266 | ||
Carrying amount, land and improvements | 7,371 | ||
Carrying amount, buildings and improvements | 16,524 | ||
Carrying amount, total | 23,895 | ||
Accumulated depreciation | $ 3,474 | ||
Date acquired | Dec. 19, 2013 | ||
Sterling Pointe Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 7,038 | ||
Initial cost, buildings and improvements | 20,822 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,101 | ||
Carrying amount, land and improvements | 7,255 | ||
Carrying amount, buildings and improvements | 21,706 | ||
Carrying amount, total | 28,961 | ||
Accumulated depreciation | $ 3,373 | ||
Date acquired | Dec. 20, 2013 | ||
Southgate Shopping Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,434 | ||
Initial cost, buildings and improvements | 8,357 | ||
Costs capitalized subsequent to acquisition, carrying costs | 623 | ||
Carrying amount, land and improvements | 2,760 | ||
Carrying amount, buildings and improvements | 8,654 | ||
Carrying amount, total | 11,414 | ||
Accumulated depreciation | $ 1,729 | ||
Date acquired | Dec. 20, 2013 | ||
Arcadia Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,774 | ||
Initial cost, buildings and improvements | 6,904 | ||
Costs capitalized subsequent to acquisition, carrying costs | 494 | ||
Carrying amount, land and improvements | 5,901 | ||
Carrying amount, buildings and improvements | 7,271 | ||
Carrying amount, total | 13,172 | ||
Accumulated depreciation | $ 1,400 | ||
Date acquired | Dec. 30, 2013 | ||
Stop & Shop Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 12,385 | ||
Initial cost, land and improvements | 8,892 | ||
Initial cost, buildings and improvements | 15,028 | ||
Costs capitalized subsequent to acquisition, carrying costs | 793 | ||
Carrying amount, land and improvements | 9,202 | ||
Carrying amount, buildings and improvements | 15,511 | ||
Carrying amount, total | 24,713 | ||
Accumulated depreciation | $ 2,939 | ||
Date acquired | Dec. 30, 2013 | ||
Fairacres Shopping Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,542 | ||
Initial cost, buildings and improvements | 5,190 | ||
Costs capitalized subsequent to acquisition, carrying costs | 395 | ||
Carrying amount, land and improvements | 3,776 | ||
Carrying amount, buildings and improvements | 5,351 | ||
Carrying amount, total | 9,127 | ||
Accumulated depreciation | $ 1,303 | ||
Date acquired | Jan. 21, 2014 | ||
Savoy Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,304 | ||
Initial cost, buildings and improvements | 10,895 | ||
Costs capitalized subsequent to acquisition, carrying costs | 448 | ||
Carrying amount, land and improvements | 4,373 | ||
Carrying amount, buildings and improvements | 11,274 | ||
Carrying amount, total | 15,647 | ||
Accumulated depreciation | $ 2,264 | ||
Date acquired | Jan. 31, 2014 | ||
The Shops of Uptown | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 7,744 | ||
Initial cost, buildings and improvements | 16,884 | ||
Costs capitalized subsequent to acquisition, carrying costs | 537 | ||
Carrying amount, land and improvements | 7,857 | ||
Carrying amount, buildings and improvements | 17,308 | ||
Carrying amount, total | 25,165 | ||
Accumulated depreciation | $ 2,700 | ||
Date acquired | Feb. 25, 2014 | ||
Chapel Hill North | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 7,196 | ||
Initial cost, land and improvements | 4,776 | ||
Initial cost, buildings and improvements | 10,190 | ||
Costs capitalized subsequent to acquisition, carrying costs | 783 | ||
Carrying amount, land and improvements | 5,009 | ||
Carrying amount, buildings and improvements | 10,740 | ||
Carrying amount, total | 15,749 | ||
Accumulated depreciation | $ 2,034 | ||
Date acquired | Feb. 28, 2014 | ||
Winchester Gateway | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 9,342 | ||
Initial cost, buildings and improvements | 23,468 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,659 | ||
Carrying amount, land and improvements | 9,548 | ||
Carrying amount, buildings and improvements | 24,921 | ||
Carrying amount, total | 34,469 | ||
Accumulated depreciation | $ 4,037 | ||
Date acquired | Mar. 5, 2014 | ||
Stonewall Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 7,929 | ||
Initial cost, buildings and improvements | 16,642 | ||
Costs capitalized subsequent to acquisition, carrying costs | 605 | ||
Carrying amount, land and improvements | 7,954 | ||
Carrying amount, buildings and improvements | 17,222 | ||
Carrying amount, total | 25,176 | ||
Accumulated depreciation | $ 2,911 | ||
Date acquired | Mar. 5, 2014 | ||
Coppell Market Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 12,359 | ||
Initial cost, land and improvements | 4,869 | ||
Initial cost, buildings and improvements | 12,237 | ||
Costs capitalized subsequent to acquisition, carrying costs | 89 | ||
Carrying amount, land and improvements | 4,917 | ||
Carrying amount, buildings and improvements | 12,278 | ||
Carrying amount, total | 17,195 | ||
Accumulated depreciation | $ 2,038 | ||
Date acquired | Mar. 5, 2014 | ||
Harrison Pointe | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 10,006 | ||
Initial cost, buildings and improvements | 11,208 | ||
Costs capitalized subsequent to acquisition, carrying costs | 422 | ||
Carrying amount, land and improvements | 10,155 | ||
Carrying amount, buildings and improvements | 11,481 | ||
Carrying amount, total | 21,636 | ||
Accumulated depreciation | $ 2,718 | ||
Date acquired | Mar. 11, 2014 | ||
Town Fair Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 8,108 | ||
Initial cost, buildings and improvements | 14,411 | ||
Costs capitalized subsequent to acquisition, carrying costs | 2,712 | ||
Carrying amount, land and improvements | 8,339 | ||
Carrying amount, buildings and improvements | 16,892 | ||
Carrying amount, total | 25,231 | ||
Accumulated depreciation | $ 3,162 | ||
Date acquired | Mar. 12, 2014 | ||
Villages at Eagles Landing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 2,096 | ||
Initial cost, land and improvements | 2,824 | ||
Initial cost, buildings and improvements | 5,515 | ||
Costs capitalized subsequent to acquisition, carrying costs | 538 | ||
Carrying amount, land and improvements | 2,940 | ||
Carrying amount, buildings and improvements | 5,937 | ||
Carrying amount, total | 8,877 | ||
Accumulated depreciation | $ 1,311 | ||
Date acquired | Mar. 13, 2014 | ||
Towne Centre at Wesley Chapel | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,465 | ||
Initial cost, buildings and improvements | 5,554 | ||
Costs capitalized subsequent to acquisition, carrying costs | 201 | ||
Carrying amount, land and improvements | 2,574 | ||
Carrying amount, buildings and improvements | 5,646 | ||
Carrying amount, total | 8,220 | ||
Accumulated depreciation | $ 1,063 | ||
Date acquired | Mar. 14, 2014 | ||
Dean Taylor Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,903 | ||
Initial cost, buildings and improvements | 8,192 | ||
Costs capitalized subsequent to acquisition, carrying costs | 181 | ||
Carrying amount, land and improvements | 3,995 | ||
Carrying amount, buildings and improvements | 8,281 | ||
Carrying amount, total | 12,276 | ||
Accumulated depreciation | $ 1,707 | ||
Date acquired | Mar. 14, 2014 | ||
Champions Gate Village | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,813 | ||
Initial cost, buildings and improvements | 6,060 | ||
Costs capitalized subsequent to acquisition, carrying costs | 211 | ||
Carrying amount, land and improvements | 1,880 | ||
Carrying amount, buildings and improvements | 6,204 | ||
Carrying amount, total | 8,084 | ||
Accumulated depreciation | $ 1,225 | ||
Date acquired | Mar. 14, 2014 | ||
Goolsby Pointe | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,131 | ||
Initial cost, buildings and improvements | 5,341 | ||
Costs capitalized subsequent to acquisition, carrying costs | 284 | ||
Carrying amount, land and improvements | 4,169 | ||
Carrying amount, buildings and improvements | 5,587 | ||
Carrying amount, total | 9,756 | ||
Accumulated depreciation | $ 1,183 | ||
Date acquired | Mar. 14, 2014 | ||
Statler Square | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 7,636 | ||
Initial cost, land and improvements | 4,108 | ||
Initial cost, buildings and improvements | 9,072 | ||
Costs capitalized subsequent to acquisition, carrying costs | 743 | ||
Carrying amount, land and improvements | 4,523 | ||
Carrying amount, buildings and improvements | 9,400 | ||
Carrying amount, total | 13,923 | ||
Accumulated depreciation | $ 1,827 | ||
Date acquired | Mar. 21, 2014 | ||
Burbank Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,971 | ||
Initial cost, buildings and improvements | 4,546 | ||
Costs capitalized subsequent to acquisition, carrying costs | 3,110 | ||
Carrying amount, land and improvements | 3,477 | ||
Carrying amount, buildings and improvements | 7,150 | ||
Carrying amount, total | 10,627 | ||
Accumulated depreciation | $ 1,153 | ||
Date acquired | Mar. 25, 2014 | ||
Hamilton Village | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 11,691 | ||
Initial cost, buildings and improvements | 18,968 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,508 | ||
Carrying amount, land and improvements | 12,234 | ||
Carrying amount, buildings and improvements | 19,933 | ||
Carrying amount, total | 32,167 | ||
Accumulated depreciation | $ 3,956 | ||
Date acquired | Apr. 3, 2014 | ||
Waynesboro Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,597 | ||
Initial cost, buildings and improvements | 8,334 | ||
Costs capitalized subsequent to acquisition, carrying costs | 102 | ||
Carrying amount, land and improvements | 5,642 | ||
Carrying amount, buildings and improvements | 8,391 | ||
Carrying amount, total | 14,033 | ||
Accumulated depreciation | $ 1,593 | ||
Date acquired | Apr. 30, 2014 | ||
Southwest Marketplace | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 16,019 | ||
Initial cost, buildings and improvements | 11,270 | ||
Costs capitalized subsequent to acquisition, carrying costs | 2,064 | ||
Carrying amount, land and improvements | 16,080 | ||
Carrying amount, buildings and improvements | 13,273 | ||
Carrying amount, total | 29,353 | ||
Accumulated depreciation | $ 2,336 | ||
Date acquired | May 5, 2014 | ||
Hampton Village | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,456 | ||
Initial cost, buildings and improvements | 7,254 | ||
Costs capitalized subsequent to acquisition, carrying costs | 2,580 | ||
Carrying amount, land and improvements | 5,741 | ||
Carrying amount, buildings and improvements | 9,549 | ||
Carrying amount, total | 15,290 | ||
Accumulated depreciation | $ 1,776 | ||
Date acquired | May 21, 2014 | ||
Central Station | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,144 | ||
Initial cost, buildings and improvements | 6,931 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,451 | ||
Carrying amount, land and improvements | 6,380 | ||
Carrying amount, buildings and improvements | 8,146 | ||
Carrying amount, total | 14,526 | ||
Accumulated depreciation | $ 1,446 | ||
Date acquired | May 23, 2014 | ||
Kirkwood Market Place | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,786 | ||
Initial cost, buildings and improvements | 9,697 | ||
Costs capitalized subsequent to acquisition, carrying costs | 392 | ||
Carrying amount, land and improvements | 5,897 | ||
Carrying amount, buildings and improvements | 9,978 | ||
Carrying amount, total | 15,875 | ||
Accumulated depreciation | $ 1,607 | ||
Date acquired | May 23, 2014 | ||
Fairview Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,787 | ||
Initial cost, buildings and improvements | 8,500 | ||
Costs capitalized subsequent to acquisition, carrying costs | 186 | ||
Carrying amount, land and improvements | 2,879 | ||
Carrying amount, buildings and improvements | 8,594 | ||
Carrying amount, total | 11,473 | ||
Accumulated depreciation | $ 1,343 | ||
Date acquired | May 27, 2014 | ||
Broadway Promenade | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,832 | ||
Initial cost, buildings and improvements | 6,795 | ||
Costs capitalized subsequent to acquisition, carrying costs | 176 | ||
Carrying amount, land and improvements | 3,863 | ||
Carrying amount, buildings and improvements | 6,940 | ||
Carrying amount, total | 10,803 | ||
Accumulated depreciation | $ 1,067 | ||
Date acquired | May 28, 2014 | ||
Townfair Shopping Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 14,142 | ||
Initial cost, land and improvements | 7,007 | ||
Initial cost, buildings and improvements | 13,233 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,049 | ||
Carrying amount, land and improvements | 7,190 | ||
Carrying amount, buildings and improvements | 14,099 | ||
Carrying amount, total | 21,289 | ||
Accumulated depreciation | $ 2,421 | ||
Date acquired | May 29, 2014 | ||
Deerwood Lake Commons | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,198 | ||
Initial cost, buildings and improvements | 8,878 | ||
Costs capitalized subsequent to acquisition, carrying costs | 431 | ||
Carrying amount, land and improvements | 2,290 | ||
Carrying amount, buildings and improvements | 9,217 | ||
Carrying amount, total | 11,507 | ||
Accumulated depreciation | $ 1,400 | ||
Date acquired | May 30, 2014 | ||
Heath Brook Commons | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,470 | ||
Initial cost, buildings and improvements | 8,353 | ||
Costs capitalized subsequent to acquisition, carrying costs | 340 | ||
Carrying amount, land and improvements | 3,528 | ||
Carrying amount, buildings and improvements | 8,635 | ||
Carrying amount, total | 12,163 | ||
Accumulated depreciation | $ 1,399 | ||
Date acquired | May 30, 2014 | ||
Park View Square | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,701 | ||
Initial cost, buildings and improvements | 9,303 | ||
Costs capitalized subsequent to acquisition, carrying costs | 415 | ||
Carrying amount, land and improvements | 5,737 | ||
Carrying amount, buildings and improvements | 9,682 | ||
Carrying amount, total | 15,419 | ||
Accumulated depreciation | $ 1,547 | ||
Date acquired | May 30, 2014 | ||
St. Johns Commons | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,599 | ||
Initial cost, buildings and improvements | 10,387 | ||
Costs capitalized subsequent to acquisition, carrying costs | 553 | ||
Carrying amount, land and improvements | 1,731 | ||
Carrying amount, buildings and improvements | 10,808 | ||
Carrying amount, total | 12,539 | ||
Accumulated depreciation | $ 1,620 | ||
Date acquired | May 30, 2014 | ||
West Creek Commons | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 6,079 | ||
Initial cost, land and improvements | 7,404 | ||
Initial cost, buildings and improvements | 12,710 | ||
Costs capitalized subsequent to acquisition, carrying costs | 590 | ||
Carrying amount, land and improvements | 7,526 | ||
Carrying amount, buildings and improvements | 13,178 | ||
Carrying amount, total | 20,704 | ||
Accumulated depreciation | $ 1,821 | ||
Date acquired | May 30, 2014 | ||
Lovejoy Village | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,296 | ||
Initial cost, buildings and improvements | 7,029 | ||
Costs capitalized subsequent to acquisition, carrying costs | 550 | ||
Carrying amount, land and improvements | 1,352 | ||
Carrying amount, buildings and improvements | 7,523 | ||
Carrying amount, total | 8,875 | ||
Accumulated depreciation | $ 1,118 | ||
Date acquired | Jun. 3, 2014 | ||
The Orchards | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,425 | ||
Initial cost, buildings and improvements | 8,743 | ||
Costs capitalized subsequent to acquisition, carrying costs | 269 | ||
Carrying amount, land and improvements | 5,596 | ||
Carrying amount, buildings and improvements | 8,841 | ||
Carrying amount, total | 14,437 | ||
Accumulated depreciation | $ 1,480 | ||
Date acquired | Jun. 3, 2014 | ||
Hannaford Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,614 | ||
Initial cost, buildings and improvements | 7,903 | ||
Costs capitalized subsequent to acquisition, carrying costs | 228 | ||
Carrying amount, land and improvements | 4,715 | ||
Carrying amount, buildings and improvements | 8,030 | ||
Carrying amount, total | 12,745 | ||
Accumulated depreciation | $ 1,139 | ||
Date acquired | Jun. 23, 2014 | ||
Shaw's Plaza Easton | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,520 | ||
Initial cost, buildings and improvements | 7,173 | ||
Costs capitalized subsequent to acquisition, carrying costs | 412 | ||
Carrying amount, land and improvements | 5,727 | ||
Carrying amount, buildings and improvements | 7,378 | ||
Carrying amount, total | 13,105 | ||
Accumulated depreciation | $ 1,323 | ||
Date acquired | Jun. 23, 2014 | ||
Shaw's Plaza Hanover | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,826 | ||
Initial cost, buildings and improvements | 5,314 | ||
Costs capitalized subsequent to acquisition, carrying costs | 10 | ||
Carrying amount, land and improvements | 2,826 | ||
Carrying amount, buildings and improvements | 5,324 | ||
Carrying amount, total | 8,150 | ||
Accumulated depreciation | $ 855 | ||
Date acquired | Jun. 23, 2014 | ||
Cushing Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,752 | ||
Initial cost, buildings and improvements | 14,796 | ||
Costs capitalized subsequent to acquisition, carrying costs | 345 | ||
Carrying amount, land and improvements | 6,029 | ||
Carrying amount, buildings and improvements | 14,864 | ||
Carrying amount, total | 20,893 | ||
Accumulated depreciation | $ 2,071 | ||
Date acquired | Jun. 23, 2014 | ||
Lynnwood Place | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,341 | ||
Initial cost, buildings and improvements | 4,826 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,190 | ||
Carrying amount, land and improvements | 3,523 | ||
Carrying amount, buildings and improvements | 5,834 | ||
Carrying amount, total | 9,357 | ||
Accumulated depreciation | $ 1,154 | ||
Date acquired | Jul. 28, 2014 | ||
Battle Ridge Pavilion | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,124 | ||
Initial cost, buildings and improvements | 9,866 | ||
Costs capitalized subsequent to acquisition, carrying costs | 296 | ||
Carrying amount, land and improvements | 3,220 | ||
Carrying amount, buildings and improvements | 10,066 | ||
Carrying amount, total | 13,286 | ||
Accumulated depreciation | $ 1,584 | ||
Date acquired | Aug. 1, 2014 | ||
Thompson Valley Towne Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 5,912 | ||
Initial cost, land and improvements | 5,759 | ||
Initial cost, buildings and improvements | 17,387 | ||
Costs capitalized subsequent to acquisition, carrying costs | 913 | ||
Carrying amount, land and improvements | 5,961 | ||
Carrying amount, buildings and improvements | 18,098 | ||
Carrying amount, total | 24,059 | ||
Accumulated depreciation | $ 2,718 | ||
Date acquired | Aug. 1, 2014 | ||
Lumina Commons | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 8,296 | ||
Initial cost, land and improvements | 2,006 | ||
Initial cost, buildings and improvements | 11,250 | ||
Costs capitalized subsequent to acquisition, carrying costs | 469 | ||
Carrying amount, land and improvements | 2,046 | ||
Carrying amount, buildings and improvements | 11,679 | ||
Carrying amount, total | 13,725 | ||
Accumulated depreciation | $ 1,552 | ||
Date acquired | Aug. 4, 2014 | ||
Driftwood Village | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,811 | ||
Initial cost, buildings and improvements | 12,993 | ||
Costs capitalized subsequent to acquisition, carrying costs | 924 | ||
Carrying amount, land and improvements | 7,176 | ||
Carrying amount, buildings and improvements | 13,552 | ||
Carrying amount, total | 20,728 | ||
Accumulated depreciation | $ 2,059 | ||
Date acquired | Aug. 7, 2014 | ||
French Golden Gate | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,599 | ||
Initial cost, buildings and improvements | 12,877 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,278 | ||
Carrying amount, land and improvements | 2,671 | ||
Carrying amount, buildings and improvements | 14,083 | ||
Carrying amount, total | 16,754 | ||
Accumulated depreciation | $ 1,901 | ||
Date acquired | Aug. 28, 2014 | ||
Orchard Square | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 6,539 | ||
Initial cost, land and improvements | 1,361 | ||
Initial cost, buildings and improvements | 11,550 | ||
Costs capitalized subsequent to acquisition, carrying costs | 198 | ||
Carrying amount, land and improvements | 1,427 | ||
Carrying amount, buildings and improvements | 11,682 | ||
Carrying amount, total | 13,109 | ||
Accumulated depreciation | $ 1,727 | ||
Date acquired | Sep. 8, 2014 | ||
Trader Joe's Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,338 | ||
Initial cost, buildings and improvements | 7,922 | ||
Costs capitalized subsequent to acquisition, carrying costs | 664 | ||
Carrying amount, land and improvements | 2,520 | ||
Carrying amount, buildings and improvements | 8,404 | ||
Carrying amount, total | 10,924 | ||
Accumulated depreciation | $ 1,314 | ||
Date acquired | Sep. 11, 2014 | ||
Palmetto Pavilion | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,509 | ||
Initial cost, buildings and improvements | 8,526 | ||
Costs capitalized subsequent to acquisition, carrying costs | 494 | ||
Carrying amount, land and improvements | 2,946 | ||
Carrying amount, buildings and improvements | 8,583 | ||
Carrying amount, total | 11,529 | ||
Accumulated depreciation | $ 1,236 | ||
Date acquired | Sep. 11, 2014 | ||
Five Town Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 8,912 | ||
Initial cost, buildings and improvements | 19,635 | ||
Costs capitalized subsequent to acquisition, carrying costs | 4,719 | ||
Carrying amount, land and improvements | 9,901 | ||
Carrying amount, buildings and improvements | 23,365 | ||
Carrying amount, total | 33,266 | ||
Accumulated depreciation | $ 3,960 | ||
Date acquired | Sep. 24, 2014 | ||
Beavercreek Towne Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 14,055 | ||
Initial cost, buildings and improvements | 30,799 | ||
Costs capitalized subsequent to acquisition, carrying costs | 413 | ||
Carrying amount, land and improvements | 14,367 | ||
Carrying amount, buildings and improvements | 30,900 | ||
Carrying amount, total | 45,267 | ||
Accumulated depreciation | $ 5,017 | ||
Date acquired | Oct. 24, 2014 | ||
Fairfield Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,571 | ||
Initial cost, buildings and improvements | 10,026 | ||
Costs capitalized subsequent to acquisition, carrying costs | 69 | ||
Carrying amount, land and improvements | 3,605 | ||
Carrying amount, buildings and improvements | 10,061 | ||
Carrying amount, total | 13,666 | ||
Accumulated depreciation | $ 1,484 | ||
Date acquired | Oct. 24, 2014 | ||
Grayson Village | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,952 | ||
Initial cost, buildings and improvements | 5,620 | ||
Costs capitalized subsequent to acquisition, carrying costs | 404 | ||
Carrying amount, land and improvements | 4,006 | ||
Carrying amount, buildings and improvements | 5,970 | ||
Carrying amount, total | 9,976 | ||
Accumulated depreciation | $ 1,351 | ||
Date acquired | Oct. 24, 2014 | ||
The Fresh Market Commons | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,442 | ||
Initial cost, buildings and improvements | 4,941 | ||
Costs capitalized subsequent to acquisition, carrying costs | 76 | ||
Carrying amount, land and improvements | 2,442 | ||
Carrying amount, buildings and improvements | 5,017 | ||
Carrying amount, total | 7,459 | ||
Accumulated depreciation | $ 774 | ||
Date acquired | Oct. 28, 2014 | ||
Claremont Village | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,511 | ||
Initial cost, buildings and improvements | 10,544 | ||
Costs capitalized subsequent to acquisition, carrying costs | 880 | ||
Carrying amount, land and improvements | 5,741 | ||
Carrying amount, buildings and improvements | 11,194 | ||
Carrying amount, total | 16,935 | ||
Accumulated depreciation | $ 1,633 | ||
Date acquired | Nov. 6, 2014 | ||
Juan Tabo Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,466 | ||
Initial cost, buildings and improvements | 4,568 | ||
Costs capitalized subsequent to acquisition, carrying costs | 573 | ||
Carrying amount, land and improvements | 2,592 | ||
Carrying amount, buildings and improvements | 5,015 | ||
Carrying amount, total | 7,607 | ||
Accumulated depreciation | $ 989 | ||
Date acquired | Nov. 12, 2014 | ||
Cherry Hill Marketplace | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,641 | ||
Initial cost, buildings and improvements | 10,137 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,934 | ||
Carrying amount, land and improvements | 4,858 | ||
Carrying amount, buildings and improvements | 11,854 | ||
Carrying amount, total | 16,712 | ||
Accumulated depreciation | $ 1,710 | ||
Date acquired | Dec. 17, 2014 | ||
Shoppes at Ardrey Kell | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,724 | ||
Initial cost, buildings and improvements | 8,150 | ||
Costs capitalized subsequent to acquisition, carrying costs | 648 | ||
Carrying amount, land and improvements | 6,850 | ||
Carrying amount, buildings and improvements | 8,672 | ||
Carrying amount, total | 15,522 | ||
Accumulated depreciation | $ 1,459 | ||
Date acquired | Dec. 17, 2014 | ||
Nor'Wood Shopping Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,358 | ||
Initial cost, buildings and improvements | 6,684 | ||
Costs capitalized subsequent to acquisition, carrying costs | 453 | ||
Carrying amount, land and improvements | 5,429 | ||
Carrying amount, buildings and improvements | 7,066 | ||
Carrying amount, total | 12,495 | ||
Accumulated depreciation | $ 1,216 | ||
Date acquired | Jan. 8, 2015 | ||
Sunburst Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,435 | ||
Initial cost, buildings and improvements | 6,041 | ||
Costs capitalized subsequent to acquisition, carrying costs | 519 | ||
Carrying amount, land and improvements | 3,527 | ||
Carrying amount, buildings and improvements | 6,468 | ||
Carrying amount, total | 9,995 | ||
Accumulated depreciation | $ 1,204 | ||
Date acquired | Feb. 11, 2015 | ||
Rivermont Station | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 2,191 | ||
Initial cost, land and improvements | 6,876 | ||
Initial cost, buildings and improvements | 8,917 | ||
Costs capitalized subsequent to acquisition, carrying costs | 714 | ||
Carrying amount, land and improvements | 7,098 | ||
Carrying amount, buildings and improvements | 9,409 | ||
Carrying amount, total | 16,507 | ||
Accumulated depreciation | $ 1,923 | ||
Date acquired | Feb. 27, 2015 | ||
Breakfast Point Marketplace | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,579 | ||
Initial cost, buildings and improvements | 12,051 | ||
Costs capitalized subsequent to acquisition, carrying costs | 467 | ||
Carrying amount, land and improvements | 5,769 | ||
Carrying amount, buildings and improvements | 12,328 | ||
Carrying amount, total | 18,097 | ||
Accumulated depreciation | $ 1,661 | ||
Date acquired | Mar. 13, 2015 | ||
Falcon Valley | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,131 | ||
Initial cost, buildings and improvements | 6,874 | ||
Costs capitalized subsequent to acquisition, carrying costs | 215 | ||
Carrying amount, land and improvements | 3,312 | ||
Carrying amount, buildings and improvements | 6,908 | ||
Carrying amount, total | 10,220 | ||
Accumulated depreciation | $ 1,024 | ||
Date acquired | Mar. 13, 2015 | ||
Lake Wales | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,273 | ||
Initial cost, buildings and improvements | 2,164 | ||
Costs capitalized subsequent to acquisition, carrying costs | 0 | ||
Carrying amount, land and improvements | 1,273 | ||
Carrying amount, buildings and improvements | 2,164 | ||
Carrying amount, total | 3,437 | ||
Accumulated depreciation | $ 323 | ||
Date acquired | Mar. 13, 2015 | ||
Lakeshore Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,857 | ||
Initial cost, buildings and improvements | 5,937 | ||
Costs capitalized subsequent to acquisition, carrying costs | 32 | ||
Carrying amount, land and improvements | 3,857 | ||
Carrying amount, buildings and improvements | 5,969 | ||
Carrying amount, total | 9,826 | ||
Accumulated depreciation | $ 1,140 | ||
Date acquired | Mar. 13, 2015 | ||
Onalaska | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,669 | ||
Initial cost, buildings and improvements | 5,648 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1 | ||
Carrying amount, land and improvements | 2,670 | ||
Carrying amount, buildings and improvements | 5,648 | ||
Carrying amount, total | 8,318 | ||
Accumulated depreciation | $ 938 | ||
Date acquired | Mar. 13, 2015 | ||
Coronado Center | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,395 | ||
Initial cost, buildings and improvements | 16,461 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1,573 | ||
Carrying amount, land and improvements | 4,464 | ||
Carrying amount, buildings and improvements | 17,965 | ||
Carrying amount, total | 22,429 | ||
Accumulated depreciation | $ 1,870 | ||
Date acquired | May 1, 2015 | ||
Northwoods Crossing | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 10,092 | ||
Initial cost, buildings and improvements | 14,437 | ||
Costs capitalized subsequent to acquisition, carrying costs | 195 | ||
Carrying amount, land and improvements | 10,230 | ||
Carrying amount, buildings and improvements | 14,494 | ||
Carrying amount, total | 24,724 | ||
Accumulated depreciation | $ 1,826 | ||
Date acquired | May 24, 2016 | ||
Murphy Marketplace | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 28,652 | ||
Initial cost, buildings and improvements | 33,122 | ||
Costs capitalized subsequent to acquisition, carrying costs | 452 | ||
Carrying amount, land and improvements | 28,828 | ||
Carrying amount, buildings and improvements | 33,398 | ||
Carrying amount, total | 62,226 | ||
Accumulated depreciation | $ 2,393 | ||
Date acquired | Jun. 24, 2016 | ||
Harbour Village | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,630 | ||
Initial cost, buildings and improvements | 16,727 | ||
Costs capitalized subsequent to acquisition, carrying costs | 473 | ||
Carrying amount, land and improvements | 5,910 | ||
Carrying amount, buildings and improvements | 16,920 | ||
Carrying amount, total | 22,830 | ||
Accumulated depreciation | $ 1,005 | ||
Date acquired | Sep. 22, 2016 | ||
Oak Mill Plaza | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 1,242 | ||
Initial cost, land and improvements | 6,843 | ||
Initial cost, buildings and improvements | 13,692 | ||
Costs capitalized subsequent to acquisition, carrying costs | 689 | ||
Carrying amount, land and improvements | 7,288 | ||
Carrying amount, buildings and improvements | 13,936 | ||
Carrying amount, total | 21,224 | ||
Accumulated depreciation | $ 1,179 | ||
Date acquired | Oct. 3, 2016 | ||
Southern Palms | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 24,350 | ||
Initial cost, land and improvements | 10,026 | ||
Initial cost, buildings and improvements | 24,346 | ||
Costs capitalized subsequent to acquisition, carrying costs | 416 | ||
Carrying amount, land and improvements | 10,279 | ||
Carrying amount, buildings and improvements | 24,509 | ||
Carrying amount, total | 34,788 | ||
Accumulated depreciation | $ 1,659 | ||
Date acquired | Oct. 26, 2016 | ||
Golden Eagle Village | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 7,455 | ||
Initial cost, land and improvements | 3,068 | ||
Initial cost, buildings and improvements | 7,735 | ||
Costs capitalized subsequent to acquisition, carrying costs | 230 | ||
Carrying amount, land and improvements | 3,098 | ||
Carrying amount, buildings and improvements | 7,935 | ||
Carrying amount, total | 11,033 | ||
Accumulated depreciation | $ 471 | ||
Date acquired | Oct. 27, 2016 | ||
Georgesville Square | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 11,137 | ||
Initial cost, buildings and improvements | 19,663 | ||
Costs capitalized subsequent to acquisition, carrying costs | 593 | ||
Carrying amount, land and improvements | 11,415 | ||
Carrying amount, buildings and improvements | 19,978 | ||
Carrying amount, total | 31,393 | ||
Accumulated depreciation | $ 1,313 | ||
Date acquired | Dec. 15, 2016 | ||
Atwater Marketplace [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,116 | ||
Initial cost, buildings and improvements | 7,597 | ||
Costs capitalized subsequent to acquisition, carrying costs | 357 | ||
Carrying amount, land and improvements | 6,280 | ||
Carrying amount, buildings and improvements | 7,790 | ||
Carrying amount, total | 14,070 | ||
Accumulated depreciation | $ 437 | ||
Date acquired | Feb. 10, 2017 | ||
Rocky Ridge Station [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 22,049 | ||
Initial cost, land and improvements | 5,449 | ||
Initial cost, buildings and improvements | 29,207 | ||
Costs capitalized subsequent to acquisition, carrying costs | 215 | ||
Carrying amount, land and improvements | 5,571 | ||
Carrying amount, buildings and improvements | 29,300 | ||
Carrying amount, total | 34,871 | ||
Accumulated depreciation | $ 762 | ||
Date acquired | Apr. 18, 2017 | ||
Greentree Station [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,955 | ||
Initial cost, buildings and improvements | 8,718 | ||
Costs capitalized subsequent to acquisition, carrying costs | 461 | ||
Carrying amount, land and improvements | 3,244 | ||
Carrying amount, buildings and improvements | 8,890 | ||
Carrying amount, total | 12,134 | ||
Accumulated depreciation | $ 289 | ||
Date acquired | May 5, 2017 | ||
Titusville Station [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,632 | ||
Initial cost, buildings and improvements | 9,133 | ||
Costs capitalized subsequent to acquisition, carrying costs | 487 | ||
Carrying amount, land and improvements | 3,828 | ||
Carrying amount, buildings and improvements | 9,424 | ||
Carrying amount, total | 13,252 | ||
Accumulated depreciation | $ 305 | ||
Date acquired | Jun. 15, 2017 | ||
Sierra Station [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 7,603 | ||
Initial cost, land and improvements | 9,011 | ||
Initial cost, buildings and improvements | 17,989 | ||
Costs capitalized subsequent to acquisition, carrying costs | 701 | ||
Carrying amount, land and improvements | 9,174 | ||
Carrying amount, buildings and improvements | 18,527 | ||
Carrying amount, total | 27,701 | ||
Accumulated depreciation | $ 429 | ||
Date acquired | Jun. 20, 2017 | ||
Hoffman Station [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 8,941 | ||
Initial cost, buildings and improvements | 22,871 | ||
Costs capitalized subsequent to acquisition, carrying costs | 310 | ||
Carrying amount, land and improvements | 9,160 | ||
Carrying amount, buildings and improvements | 22,962 | ||
Carrying amount, total | 32,122 | ||
Accumulated depreciation | $ 357 | ||
Date acquired | Sep. 5, 2017 | ||
Winter Springs Town Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,871 | ||
Initial cost, buildings and improvements | 18,892 | ||
Costs capitalized subsequent to acquisition, carrying costs | 86 | ||
Carrying amount, land and improvements | 4,943 | ||
Carrying amount, buildings and improvements | 18,906 | ||
Carrying amount, total | 23,849 | ||
Accumulated depreciation | $ 140 | ||
Date acquired | Oct. 20, 2017 | ||
Flynn Crossing Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,581 | ||
Initial cost, buildings and improvements | 16,075 | ||
Costs capitalized subsequent to acquisition, carrying costs | 1 | ||
Carrying amount, land and improvements | 6,582 | ||
Carrying amount, buildings and improvements | 16,075 | ||
Carrying amount, total | 22,657 | ||
Accumulated depreciation | $ 126 | ||
Date acquired | Oct. 26, 2017 | ||
Vaughn's at East North [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,704 | ||
Initial cost, buildings and improvements | 3,077 | ||
Costs capitalized subsequent to acquisition, carrying costs | 101 | ||
Carrying amount, land and improvements | 1,704 | ||
Carrying amount, buildings and improvements | 3,178 | ||
Carrying amount, total | 4,882 | ||
Accumulated depreciation | $ 78 | ||
Date acquired | Oct. 4, 2017 | ||
Ashland Junction [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,987 | ||
Initial cost, buildings and improvements | 6,043 | ||
Costs capitalized subsequent to acquisition, carrying costs | 107 | ||
Carrying amount, land and improvements | 5,058 | ||
Carrying amount, buildings and improvements | 6,079 | ||
Carrying amount, total | 11,137 | ||
Accumulated depreciation | $ 144 | ||
Date acquired | Oct. 4, 2017 | ||
Barclay Place Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,984 | ||
Initial cost, buildings and improvements | 7,061 | ||
Costs capitalized subsequent to acquisition, carrying costs | 237 | ||
Carrying amount, land and improvements | 2,012 | ||
Carrying amount, buildings and improvements | 7,270 | ||
Carrying amount, total | 9,282 | ||
Accumulated depreciation | $ 122 | ||
Date acquired | Oct. 4, 2017 | ||
Barnwell Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,190 | ||
Initial cost, buildings and improvements | 1,883 | ||
Costs capitalized subsequent to acquisition, carrying costs | 0 | ||
Carrying amount, land and improvements | 1,190 | ||
Carrying amount, buildings and improvements | 1,883 | ||
Carrying amount, total | 3,073 | ||
Accumulated depreciation | $ 69 | ||
Date acquired | Oct. 4, 2017 | ||
Birdneck Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,900 | ||
Initial cost, buildings and improvements | 3,249 | ||
Costs capitalized subsequent to acquisition, carrying costs | 147 | ||
Carrying amount, land and improvements | 1,925 | ||
Carrying amount, buildings and improvements | 3,371 | ||
Carrying amount, total | 5,296 | ||
Accumulated depreciation | $ 63 | ||
Date acquired | Oct. 4, 2017 | ||
Cactus Village [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,313 | ||
Initial cost, buildings and improvements | 5,854 | ||
Costs capitalized subsequent to acquisition, carrying costs | 199 | ||
Carrying amount, land and improvements | 4,313 | ||
Carrying amount, buildings and improvements | 6,053 | ||
Carrying amount, total | 10,366 | ||
Accumulated depreciation | $ 86 | ||
Date acquired | Oct. 4, 2017 | ||
Center Stage Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,746 | ||
Initial cost, buildings and improvements | 9,519 | ||
Costs capitalized subsequent to acquisition, carrying costs | 55 | ||
Carrying amount, land and improvements | 4,792 | ||
Carrying amount, buildings and improvements | 9,528 | ||
Carrying amount, total | 14,320 | ||
Accumulated depreciation | $ 160 | ||
Date acquired | Oct. 4, 2017 | ||
Civic Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,448 | ||
Initial cost, buildings and improvements | 1,961 | ||
Costs capitalized subsequent to acquisition, carrying costs | (19) | ||
Carrying amount, land and improvements | 2,448 | ||
Carrying amount, buildings and improvements | 1,942 | ||
Carrying amount, total | 4,390 | ||
Accumulated depreciation | $ 109 | ||
Date acquired | Oct. 4, 2017 | ||
Countryside Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,923 | ||
Initial cost, buildings and improvements | 12,288 | ||
Costs capitalized subsequent to acquisition, carrying costs | 186 | ||
Carrying amount, land and improvements | 2,949 | ||
Carrying amount, buildings and improvements | 12,448 | ||
Carrying amount, total | 15,397 | ||
Accumulated depreciation | $ 169 | ||
Date acquired | Oct. 4, 2017 | ||
Crossroads Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,722 | ||
Initial cost, buildings and improvements | 2,718 | ||
Costs capitalized subsequent to acquisition, carrying costs | 69 | ||
Carrying amount, land and improvements | 1,760 | ||
Carrying amount, buildings and improvements | 2,749 | ||
Carrying amount, total | 4,509 | ||
Accumulated depreciation | $ 63 | ||
Date acquired | Oct. 4, 2017 | ||
Dunlop Village [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,420 | ||
Initial cost, buildings and improvements | 4,892 | ||
Costs capitalized subsequent to acquisition, carrying costs | 235 | ||
Carrying amount, land and improvements | 2,420 | ||
Carrying amount, buildings and improvements | 5,127 | ||
Carrying amount, total | 7,547 | ||
Accumulated depreciation | $ 78 | ||
Date acquired | Oct. 4, 2017 | ||
Edgecombe Square [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,412 | ||
Initial cost, buildings and improvements | 2,258 | ||
Costs capitalized subsequent to acquisition, carrying costs | 221 | ||
Carrying amount, land and improvements | 1,412 | ||
Carrying amount, buildings and improvements | 2,479 | ||
Carrying amount, total | 3,891 | ||
Accumulated depreciation | $ 82 | ||
Date acquired | Oct. 4, 2017 | ||
Emporia West Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 872 | ||
Initial cost, buildings and improvements | 3,380 | ||
Costs capitalized subsequent to acquisition, carrying costs | 108 | ||
Carrying amount, land and improvements | 872 | ||
Carrying amount, buildings and improvements | 3,488 | ||
Carrying amount, total | 4,360 | ||
Accumulated depreciation | $ 65 | ||
Date acquired | Oct. 4, 2017 | ||
Fairview Park Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,913 | ||
Initial cost, buildings and improvements | 12,225 | ||
Costs capitalized subsequent to acquisition, carrying costs | 127 | ||
Carrying amount, land and improvements | 3,913 | ||
Carrying amount, buildings and improvements | 12,352 | ||
Carrying amount, total | 16,265 | ||
Accumulated depreciation | $ 353 | ||
Date acquired | Oct. 4, 2017 | ||
Forest Park Square [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,007 | ||
Initial cost, buildings and improvements | 5,789 | ||
Costs capitalized subsequent to acquisition, carrying costs | 105 | ||
Carrying amount, land and improvements | 4,007 | ||
Carrying amount, buildings and improvements | 5,894 | ||
Carrying amount, total | 9,901 | ||
Accumulated depreciation | $ 121 | ||
Date acquired | Oct. 4, 2017 | ||
Gateway Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,330 | ||
Initial cost, buildings and improvements | 8,092 | ||
Costs capitalized subsequent to acquisition, carrying costs | 13 | ||
Carrying amount, land and improvements | 2,330 | ||
Carrying amount, buildings and improvements | 8,105 | ||
Carrying amount, total | 10,435 | ||
Accumulated depreciation | $ 98 | ||
Date acquired | Oct. 4, 2017 | ||
Geist Centre [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,873 | ||
Initial cost, buildings and improvements | 6,760 | ||
Costs capitalized subsequent to acquisition, carrying costs | 27 | ||
Carrying amount, land and improvements | 3,873 | ||
Carrying amount, buildings and improvements | 6,787 | ||
Carrying amount, total | 10,660 | ||
Accumulated depreciation | $ 99 | ||
Date acquired | Oct. 4, 2017 | ||
Goshen Station [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,555 | ||
Initial cost, buildings and improvements | 4,616 | ||
Costs capitalized subsequent to acquisition, carrying costs | 11 | ||
Carrying amount, land and improvements | 1,561 | ||
Carrying amount, buildings and improvements | 4,621 | ||
Carrying amount, total | 6,182 | ||
Accumulated depreciation | $ 98 | ||
Date acquired | Oct. 4, 2017 | ||
Governors Square [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,460 | ||
Initial cost, buildings and improvements | 9,772 | ||
Costs capitalized subsequent to acquisition, carrying costs | 249 | ||
Carrying amount, land and improvements | 6,460 | ||
Carrying amount, buildings and improvements | 10,021 | ||
Carrying amount, total | 16,481 | ||
Accumulated depreciation | $ 185 | ||
Date acquired | Oct. 4, 2017 | ||
Greenwood West Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,224 | ||
Initial cost, buildings and improvements | 5,674 | ||
Costs capitalized subsequent to acquisition, carrying costs | 105 | ||
Carrying amount, land and improvements | 1,223 | ||
Carrying amount, buildings and improvements | 5,780 | ||
Carrying amount, total | 7,003 | ||
Accumulated depreciation | $ 125 | ||
Date acquired | Oct. 4, 2017 | ||
Guadalupe Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,920 | ||
Initial cost, buildings and improvements | 7,885 | ||
Costs capitalized subsequent to acquisition, carrying costs | 47 | ||
Carrying amount, land and improvements | 2,920 | ||
Carrying amount, buildings and improvements | 7,932 | ||
Carrying amount, total | 10,852 | ||
Accumulated depreciation | $ 98 | ||
Date acquired | Oct. 4, 2017 | ||
The Village Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,363 | ||
Initial cost, buildings and improvements | 8,145 | ||
Costs capitalized subsequent to acquisition, carrying costs | 678 | ||
Carrying amount, land and improvements | 2,363 | ||
Carrying amount, buildings and improvements | 8,823 | ||
Carrying amount, total | 11,186 | ||
Accumulated depreciation | $ 133 | ||
Date acquired | Oct. 4, 2017 | ||
Heritage Oaks [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 5,190 | ||
Initial cost, land and improvements | 2,390 | ||
Initial cost, buildings and improvements | 7,404 | ||
Costs capitalized subsequent to acquisition, carrying costs | 13 | ||
Carrying amount, land and improvements | 2,390 | ||
Carrying amount, buildings and improvements | 7,417 | ||
Carrying amount, total | 9,807 | ||
Accumulated depreciation | $ 144 | ||
Date acquired | Oct. 4, 2017 | ||
Hickory Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 5,136 | ||
Initial cost, land and improvements | 2,927 | ||
Initial cost, buildings and improvements | 5,099 | ||
Costs capitalized subsequent to acquisition, carrying costs | 4 | ||
Carrying amount, land and improvements | 2,927 | ||
Carrying amount, buildings and improvements | 5,103 | ||
Carrying amount, total | 8,030 | ||
Accumulated depreciation | $ 82 | ||
Date acquired | Oct. 4, 2017 | ||
Highland Fair [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 7,332 | ||
Initial cost, land and improvements | 3,263 | ||
Initial cost, buildings and improvements | 7,912 | ||
Costs capitalized subsequent to acquisition, carrying costs | 172 | ||
Carrying amount, land and improvements | 3,264 | ||
Carrying amount, buildings and improvements | 8,083 | ||
Carrying amount, total | 11,347 | ||
Accumulated depreciation | $ 98 | ||
Date acquired | Oct. 4, 2017 | ||
High Point Village [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,386 | ||
Initial cost, buildings and improvements | 7,433 | ||
Costs capitalized subsequent to acquisition, carrying costs | 95 | ||
Carrying amount, land and improvements | 3,386 | ||
Carrying amount, buildings and improvements | 7,528 | ||
Carrying amount, total | 10,914 | ||
Accumulated depreciation | $ 172 | ||
Date acquired | Oct. 4, 2017 | ||
Jackson Village [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,606 | ||
Initial cost, buildings and improvements | 6,952 | ||
Costs capitalized subsequent to acquisition, carrying costs | 243 | ||
Carrying amount, land and improvements | 1,612 | ||
Carrying amount, buildings and improvements | 7,189 | ||
Carrying amount, total | 8,801 | ||
Accumulated depreciation | $ 149 | ||
Date acquired | Oct. 4, 2017 | ||
Mayfair Village [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 15,343 | ||
Initial cost, buildings and improvements | 16,439 | ||
Costs capitalized subsequent to acquisition, carrying costs | 151 | ||
Carrying amount, land and improvements | 15,343 | ||
Carrying amount, buildings and improvements | 16,590 | ||
Carrying amount, total | 31,933 | ||
Accumulated depreciation | $ 246 | ||
Date acquired | Oct. 4, 2017 | ||
LaPlata Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 8,434 | ||
Initial cost, buildings and improvements | 22,838 | ||
Costs capitalized subsequent to acquisition, carrying costs | 50 | ||
Carrying amount, land and improvements | 8,456 | ||
Carrying amount, buildings and improvements | 22,866 | ||
Carrying amount, total | 31,322 | ||
Accumulated depreciation | $ 261 | ||
Date acquired | Oct. 4, 2017 | ||
Lafayette Square [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 7,703 | ||
Initial cost, land and improvements | 5,387 | ||
Initial cost, buildings and improvements | 5,636 | ||
Costs capitalized subsequent to acquisition, carrying costs | 40 | ||
Carrying amount, land and improvements | 5,387 | ||
Carrying amount, buildings and improvements | 5,676 | ||
Carrying amount, total | 11,063 | ||
Accumulated depreciation | $ 239 | ||
Date acquired | Oct. 4, 2017 | ||
Landen Square [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,081 | ||
Initial cost, buildings and improvements | 3,462 | ||
Costs capitalized subsequent to acquisition, carrying costs | 80 | ||
Carrying amount, land and improvements | 2,081 | ||
Carrying amount, buildings and improvements | 3,542 | ||
Carrying amount, total | 5,623 | ||
Accumulated depreciation | $ 78 | ||
Date acquired | Oct. 4, 2017 | ||
Marlon City Square [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,811 | ||
Initial cost, buildings and improvements | 6,103 | ||
Costs capitalized subsequent to acquisition, carrying costs | 267 | ||
Carrying amount, land and improvements | 2,846 | ||
Carrying amount, buildings and improvements | 6,335 | ||
Carrying amount, total | 9,181 | ||
Accumulated depreciation | $ 164 | ||
Date acquired | Oct. 4, 2017 | ||
Melbourne Village Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,418 | ||
Initial cost, buildings and improvements | 7,218 | ||
Costs capitalized subsequent to acquisition, carrying costs | 551 | ||
Carrying amount, land and improvements | 5,508 | ||
Carrying amount, buildings and improvements | 7,679 | ||
Carrying amount, total | 13,187 | ||
Accumulated depreciation | $ 191 | ||
Date acquired | Oct. 4, 2017 | ||
Commerce Square [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,027 | ||
Initial cost, buildings and improvements | 8,267 | ||
Costs capitalized subsequent to acquisition, carrying costs | 218 | ||
Carrying amount, land and improvements | 6,027 | ||
Carrying amount, buildings and improvements | 8,485 | ||
Carrying amount, total | 14,512 | ||
Accumulated depreciation | $ 161 | ||
Date acquired | Oct. 4, 2017 | ||
Upper Deerfield Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,073 | ||
Initial cost, buildings and improvements | 5,770 | ||
Costs capitalized subsequent to acquisition, carrying costs | 437 | ||
Carrying amount, land and improvements | 5,073 | ||
Carrying amount, buildings and improvements | 6,207 | ||
Carrying amount, total | 11,280 | ||
Accumulated depreciation | $ 197 | ||
Date acquired | Oct. 4, 2017 | ||
Monfort Heights [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,357 | ||
Initial cost, buildings and improvements | 3,545 | ||
Costs capitalized subsequent to acquisition, carrying costs | 9 | ||
Carrying amount, land and improvements | 2,357 | ||
Carrying amount, buildings and improvements | 3,554 | ||
Carrying amount, total | 5,911 | ||
Accumulated depreciation | $ 59 | ||
Date acquired | Oct. 4, 2017 | ||
Mountain Park Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 6,814 | ||
Initial cost, land and improvements | 6,118 | ||
Initial cost, buildings and improvements | 6,637 | ||
Costs capitalized subsequent to acquisition, carrying costs | 31 | ||
Carrying amount, land and improvements | 6,118 | ||
Carrying amount, buildings and improvements | 6,668 | ||
Carrying amount, total | 12,786 | ||
Accumulated depreciation | $ 92 | ||
Date acquired | Oct. 4, 2017 | ||
Nordan Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,911 | ||
Initial cost, buildings and improvements | 6,691 | ||
Costs capitalized subsequent to acquisition, carrying costs | 125 | ||
Carrying amount, land and improvements | 1,911 | ||
Carrying amount, buildings and improvements | 6,816 | ||
Carrying amount, total | 8,727 | ||
Accumulated depreciation | $ 111 | ||
Date acquired | Oct. 4, 2017 | ||
Northside Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,406 | ||
Initial cost, buildings and improvements | 5,122 | ||
Costs capitalized subsequent to acquisition, carrying costs | 467 | ||
Carrying amount, land and improvements | 1,416 | ||
Carrying amount, buildings and improvements | 5,579 | ||
Carrying amount, total | 6,995 | ||
Accumulated depreciation | $ 98 | ||
Date acquired | Oct. 4, 2017 | ||
Page Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,553 | ||
Initial cost, buildings and improvements | 4,277 | ||
Costs capitalized subsequent to acquisition, carrying costs | 139 | ||
Carrying amount, land and improvements | 2,559 | ||
Carrying amount, buildings and improvements | 4,410 | ||
Carrying amount, total | 6,969 | ||
Accumulated depreciation | $ 100 | ||
Date acquired | Oct. 4, 2017 | ||
Palmetto Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,732 | ||
Initial cost, buildings and improvements | 7,193 | ||
Costs capitalized subsequent to acquisition, carrying costs | 202 | ||
Carrying amount, land and improvements | 2,739 | ||
Carrying amount, buildings and improvements | 7,388 | ||
Carrying amount, total | 10,127 | ||
Accumulated depreciation | $ 105 | ||
Date acquired | Oct. 4, 2017 | ||
Park Place Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,347 | ||
Initial cost, buildings and improvements | 8,303 | ||
Costs capitalized subsequent to acquisition, carrying costs | 183 | ||
Carrying amount, land and improvements | 2,370 | ||
Carrying amount, buildings and improvements | 8,463 | ||
Carrying amount, total | 10,833 | ||
Accumulated depreciation | $ 125 | ||
Date acquired | Oct. 4, 2017 | ||
Parkway Station [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,416 | ||
Initial cost, buildings and improvements | 5,170 | ||
Costs capitalized subsequent to acquisition, carrying costs | 318 | ||
Carrying amount, land and improvements | 3,416 | ||
Carrying amount, buildings and improvements | 5,488 | ||
Carrying amount, total | 8,904 | ||
Accumulated depreciation | $ 110 | ||
Date acquired | Oct. 4, 2017 | ||
Parsons Village [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 5,048 | ||
Initial cost, land and improvements | 3,465 | ||
Initial cost, buildings and improvements | 10,747 | ||
Costs capitalized subsequent to acquisition, carrying costs | 128 | ||
Carrying amount, land and improvements | 3,471 | ||
Carrying amount, buildings and improvements | 10,869 | ||
Carrying amount, total | 14,340 | ||
Accumulated depreciation | $ 158 | ||
Date acquired | Oct. 4, 2017 | ||
Portland Village [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,408 | ||
Initial cost, buildings and improvements | 5,214 | ||
Costs capitalized subsequent to acquisition, carrying costs | 44 | ||
Carrying amount, land and improvements | 1,408 | ||
Carrying amount, buildings and improvements | 5,258 | ||
Carrying amount, total | 6,666 | ||
Accumulated depreciation | $ 83 | ||
Date acquired | Oct. 4, 2017 | ||
Promenade Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,513 | ||
Initial cost, buildings and improvements | 6,037 | ||
Costs capitalized subsequent to acquisition, carrying costs | 288 | ||
Carrying amount, land and improvements | 6,513 | ||
Carrying amount, buildings and improvements | 6,325 | ||
Carrying amount, total | 12,838 | ||
Accumulated depreciation | $ 209 | ||
Date acquired | Oct. 4, 2017 | ||
Quail Valley Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,452 | ||
Initial cost, buildings and improvements | 11,396 | ||
Costs capitalized subsequent to acquisition, carrying costs | 351 | ||
Carrying amount, land and improvements | 2,452 | ||
Carrying amount, buildings and improvements | 11,747 | ||
Carrying amount, total | 14,199 | ||
Accumulated depreciation | $ 163 | ||
Date acquired | Oct. 4, 2017 | ||
Hillside Sal Lake WAG [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 2,044 | ||
Initial cost, land and improvements | 691 | ||
Initial cost, buildings and improvements | 1,739 | ||
Costs capitalized subsequent to acquisition, carrying costs | 0 | ||
Carrying amount, land and improvements | 691 | ||
Carrying amount, buildings and improvements | 1,739 | ||
Carrying amount, total | 2,430 | ||
Accumulated depreciation | $ 18 | ||
Date acquired | Oct. 4, 2017 | ||
Rolling Hills Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 8,941 | ||
Initial cost, land and improvements | 5,398 | ||
Initial cost, buildings and improvements | 11,762 | ||
Costs capitalized subsequent to acquisition, carrying costs | 66 | ||
Carrying amount, land and improvements | 5,398 | ||
Carrying amount, buildings and improvements | 11,828 | ||
Carrying amount, total | 17,226 | ||
Accumulated depreciation | $ 166 | ||
Date acquired | Oct. 4, 2017 | ||
South Oaks Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 3,418 | ||
Initial cost, land and improvements | 1,742 | ||
Initial cost, buildings and improvements | 5,093 | ||
Costs capitalized subsequent to acquisition, carrying costs | 22 | ||
Carrying amount, land and improvements | 1,742 | ||
Carrying amount, buildings and improvements | 5,115 | ||
Carrying amount, total | 6,857 | ||
Accumulated depreciation | $ 140 | ||
Date acquired | Oct. 4, 2017 | ||
East Pointe Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 7,496 | ||
Initial cost, buildings and improvements | 11,293 | ||
Costs capitalized subsequent to acquisition, carrying costs | 565 | ||
Carrying amount, land and improvements | 7,505 | ||
Carrying amount, buildings and improvements | 11,849 | ||
Carrying amount, total | 19,354 | ||
Accumulated depreciation | $ 272 | ||
Date acquired | Oct. 4, 2017 | ||
Southgate Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,246 | ||
Initial cost, buildings and improvements | 22,672 | ||
Costs capitalized subsequent to acquisition, carrying costs | 102 | ||
Carrying amount, land and improvements | 4,251 | ||
Carrying amount, buildings and improvements | 22,769 | ||
Carrying amount, total | 27,020 | ||
Accumulated depreciation | $ 308 | ||
Date acquired | Oct. 4, 2017 | ||
Country Club Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,000 | ||
Initial cost, buildings and improvements | 5,430 | ||
Costs capitalized subsequent to acquisition, carrying costs | 139 | ||
Carrying amount, land and improvements | 3,000 | ||
Carrying amount, buildings and improvements | 5,569 | ||
Carrying amount, total | 8,569 | ||
Accumulated depreciation | $ 93 | ||
Date acquired | Oct. 4, 2017 | ||
Summerville Galleria [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,104 | ||
Initial cost, buildings and improvements | 8,552 | ||
Costs capitalized subsequent to acquisition, carrying costs | 246 | ||
Carrying amount, land and improvements | 4,235 | ||
Carrying amount, buildings and improvements | 8,667 | ||
Carrying amount, total | 12,902 | ||
Accumulated depreciation | $ 131 | ||
Date acquired | Oct. 4, 2017 | ||
The Oaks [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,876 | ||
Initial cost, buildings and improvements | 6,668 | ||
Costs capitalized subsequent to acquisition, carrying costs | 71 | ||
Carrying amount, land and improvements | 3,931 | ||
Carrying amount, buildings and improvements | 6,684 | ||
Carrying amount, total | 10,615 | ||
Accumulated depreciation | $ 154 | ||
Date acquired | Oct. 4, 2017 | ||
Riverplace Centre [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,890 | ||
Initial cost, buildings and improvements | 3,661 | ||
Costs capitalized subsequent to acquisition, carrying costs | 490 | ||
Carrying amount, land and improvements | 3,890 | ||
Carrying amount, buildings and improvements | 4,151 | ||
Carrying amount, total | 8,041 | ||
Accumulated depreciation | $ 103 | ||
Date acquired | Oct. 4, 2017 | ||
Timberlake Station [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,427 | ||
Initial cost, buildings and improvements | 1,979 | ||
Costs capitalized subsequent to acquisition, carrying costs | 20 | ||
Carrying amount, land and improvements | 2,426 | ||
Carrying amount, buildings and improvements | 2,000 | ||
Carrying amount, total | 4,426 | ||
Accumulated depreciation | $ 62 | ||
Date acquired | Oct. 4, 2017 | ||
Town & Country Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 2,200 | ||
Initial cost, land and improvements | 2,268 | ||
Initial cost, buildings and improvements | 4,372 | ||
Costs capitalized subsequent to acquisition, carrying costs | 16 | ||
Carrying amount, land and improvements | 2,279 | ||
Carrying amount, buildings and improvements | 4,377 | ||
Carrying amount, total | 6,656 | ||
Accumulated depreciation | $ 79 | ||
Date acquired | Oct. 4, 2017 | ||
Powell Villa [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,364 | ||
Initial cost, buildings and improvements | 7,016 | ||
Costs capitalized subsequent to acquisition, carrying costs | 398 | ||
Carrying amount, land and improvements | 3,364 | ||
Carrying amount, buildings and improvements | 7,414 | ||
Carrying amount, total | 10,778 | ||
Accumulated depreciation | $ 75 | ||
Date acquired | Oct. 4, 2017 | ||
Towne Crossing Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,358 | ||
Initial cost, buildings and improvements | 15,389 | ||
Costs capitalized subsequent to acquisition, carrying costs | 341 | ||
Carrying amount, land and improvements | 5,358 | ||
Carrying amount, buildings and improvements | 15,730 | ||
Carrying amount, total | 21,088 | ||
Accumulated depreciation | $ 212 | ||
Date acquired | Oct. 4, 2017 | ||
Village at Waterford [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 4,474 | ||
Initial cost, land and improvements | 2,702 | ||
Initial cost, buildings and improvements | 5,021 | ||
Costs capitalized subsequent to acquisition, carrying costs | 178 | ||
Carrying amount, land and improvements | 2,702 | ||
Carrying amount, buildings and improvements | 5,199 | ||
Carrying amount, total | 7,901 | ||
Accumulated depreciation | $ 77 | ||
Date acquired | Oct. 4, 2017 | ||
Buckingham Square [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,087 | ||
Initial cost, buildings and improvements | 6,392 | ||
Costs capitalized subsequent to acquisition, carrying costs | 384 | ||
Carrying amount, land and improvements | 2,087 | ||
Carrying amount, buildings and improvements | 6,776 | ||
Carrying amount, total | 8,863 | ||
Accumulated depreciation | $ 89 | ||
Date acquired | Oct. 4, 2017 | ||
Western Square Shopping Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,013 | ||
Initial cost, buildings and improvements | 3,302 | ||
Costs capitalized subsequent to acquisition, carrying costs | 102 | ||
Carrying amount, land and improvements | 1,013 | ||
Carrying amount, buildings and improvements | 3,404 | ||
Carrying amount, total | 4,417 | ||
Accumulated depreciation | $ 103 | ||
Date acquired | Oct. 4, 2017 | ||
White Oaks Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,140 | ||
Initial cost, buildings and improvements | 4,476 | ||
Costs capitalized subsequent to acquisition, carrying costs | 454 | ||
Carrying amount, land and improvements | 3,149 | ||
Carrying amount, buildings and improvements | 4,921 | ||
Carrying amount, total | 8,070 | ||
Accumulated depreciation | $ 207 | ||
Date acquired | Oct. 4, 2017 | ||
Windsor Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,488 | ||
Initial cost, buildings and improvements | 5,186 | ||
Costs capitalized subsequent to acquisition, carrying costs | 0 | ||
Carrying amount, land and improvements | 2,488 | ||
Carrying amount, buildings and improvements | 5,186 | ||
Carrying amount, total | 7,674 | ||
Accumulated depreciation | $ 106 | ||
Date acquired | Oct. 4, 2017 | ||
Winery Square [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,288 | ||
Initial cost, buildings and improvements | 13,975 | ||
Costs capitalized subsequent to acquisition, carrying costs | 408 | ||
Carrying amount, land and improvements | 4,347 | ||
Carrying amount, buildings and improvements | 14,324 | ||
Carrying amount, total | 18,671 | ||
Accumulated depreciation | $ 182 | ||
Date acquired | Oct. 4, 2017 | ||
12 West Marketplace [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 835 | ||
Initial cost, buildings and improvements | 3,538 | ||
Costs capitalized subsequent to acquisition, carrying costs | 0 | ||
Carrying amount, land and improvements | 835 | ||
Carrying amount, buildings and improvements | 3,538 | ||
Carrying amount, total | 4,373 | ||
Accumulated depreciation | $ 95 | ||
Date acquired | Oct. 4, 2017 | ||
Orchard Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 1,658 | ||
Initial cost, land and improvements | 2,537 | ||
Initial cost, buildings and improvements | 5,260 | ||
Costs capitalized subsequent to acquisition, carrying costs | 106 | ||
Carrying amount, land and improvements | 2,537 | ||
Carrying amount, buildings and improvements | 5,366 | ||
Carrying amount, total | 7,903 | ||
Accumulated depreciation | $ 105 | ||
Date acquired | Oct. 4, 2017 | ||
Willowbrook Commons [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 5,384 | ||
Initial cost, buildings and improvements | 5,983 | ||
Costs capitalized subsequent to acquisition, carrying costs | 41 | ||
Carrying amount, land and improvements | 5,384 | ||
Carrying amount, buildings and improvements | 6,024 | ||
Carrying amount, total | 11,408 | ||
Accumulated depreciation | $ 98 | ||
Date acquired | Oct. 4, 2017 | ||
Edgewood Towne Center [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 10,029 | ||
Initial cost, buildings and improvements | 22,357 | ||
Costs capitalized subsequent to acquisition, carrying costs | 278 | ||
Carrying amount, land and improvements | 10,029 | ||
Carrying amount, buildings and improvements | 22,635 | ||
Carrying amount, total | 32,664 | ||
Accumulated depreciation | $ 356 | ||
Date acquired | Oct. 4, 2017 | ||
Everson Pointe [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 4,222 | ||
Initial cost, buildings and improvements | 8,421 | ||
Costs capitalized subsequent to acquisition, carrying costs | 17 | ||
Carrying amount, land and improvements | 4,222 | ||
Carrying amount, buildings and improvements | 8,438 | ||
Carrying amount, total | 12,660 | ||
Accumulated depreciation | $ 133 | ||
Date acquired | Oct. 4, 2017 | ||
Gleneagles Court [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,892 | ||
Initial cost, buildings and improvements | 8,149 | ||
Costs capitalized subsequent to acquisition, carrying costs | 8 | ||
Carrying amount, land and improvements | 3,892 | ||
Carrying amount, buildings and improvements | 8,157 | ||
Carrying amount, total | 12,049 | ||
Accumulated depreciation | $ 113 | ||
Date acquired | Oct. 4, 2017 | ||
Village Square of Delafield [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 6,206 | ||
Initial cost, buildings and improvements | 6,582 | ||
Costs capitalized subsequent to acquisition, carrying costs | 300 | ||
Carrying amount, land and improvements | 6,219 | ||
Carrying amount, buildings and improvements | 6,869 | ||
Carrying amount, total | 13,088 | ||
Accumulated depreciation | $ 116 | ||
Date acquired | Oct. 4, 2017 | ||
Jasper Manor [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 2,684 | ||
Initial cost, buildings and improvements | 6,535 | ||
Costs capitalized subsequent to acquisition, carrying costs | 27 | ||
Carrying amount, land and improvements | 2,684 | ||
Carrying amount, buildings and improvements | 6,562 | ||
Carrying amount, total | 9,246 | ||
Accumulated depreciation | $ 220 | ||
Date acquired | Oct. 4, 2017 | ||
Eastland Shoppes [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 3,463 | ||
Initial cost, buildings and improvements | 10,746 | ||
Costs capitalized subsequent to acquisition, carrying costs | 0 | ||
Carrying amount, land and improvements | 3,463 | ||
Carrying amount, buildings and improvements | 10,746 | ||
Carrying amount, total | 14,209 | ||
Accumulated depreciation | $ 172 | ||
Date acquired | Oct. 4, 2017 | ||
Pipestone Plaza [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 1,894 | ||
Initial cost, buildings and improvements | 10,765 | ||
Costs capitalized subsequent to acquisition, carrying costs | 0 | ||
Carrying amount, land and improvements | 1,894 | ||
Carrying amount, buildings and improvements | 10,765 | ||
Carrying amount, total | 12,659 | ||
Accumulated depreciation | $ 187 | ||
Date acquired | Oct. 4, 2017 | ||
Northlake [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 8,668 | ||
Initial cost, land and improvements | 2,327 | ||
Initial cost, buildings and improvements | 11,776 | ||
Costs capitalized subsequent to acquisition, carrying costs | 130 | ||
Carrying amount, land and improvements | 2,367 | ||
Carrying amount, buildings and improvements | 11,866 | ||
Carrying amount, total | 14,233 | ||
Accumulated depreciation | $ 132 | ||
Date acquired | Oct. 4, 2017 | ||
Corporate and Other [Member] | |||
Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial cost, land and improvements | 0 | ||
Initial cost, buildings and improvements | 0 | ||
Real Estate And Accumulated Depreciation Costs Capitalized Subsequen tTo Acquisition Carrying Costs Adjustment | (389) | ||
RealEstateAndAccumulatedDepreciationCarryingAmountOfLandAdjustment | (164) | ||
Real Estate And Accumulated Depreciation Carrying Amount Of Buildings And Improvements Adjustment | (225) | ||
Real Estate, Gross, Adjustments | (389) | ||
Accumulated depreciation | $ 0 |
Schedule III - Real Estate A129
Schedule III - Real Estate Assets and Accumulated Depreciation - Schedule III - Reconciliation of Real Estate Owned (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward] | ||
Balance at January 1 | $ 2,329,080 | $ 2,116,480 |
Real estate acquisitions | 1,021,204 | 219,053 |
Net additions to/improvements of real estate | 40,192 | 26,369 |
Real estate dispositions | (5,505) | (32,822) |
Balance at December 31 | $ 3,384,971 | $ 2,329,080 |
Schedule III - Real Estate A130
Schedule III - Real Estate Assets and Accumulated Depreciation - Schedule III - Reconciliation of Accumulated Depreciation (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward] | ||
Balance at January 1 | $ 222,557 | $ 152,433 |
Depreciation expense | 92,156 | 73,703 |
Accumulated depreciation of real estate dispositions | (633) | (3,579) |
Balance at December 31 | $ 314,080 | $ 222,557 |
Organization (Q2) (Details)
Organization (Q2) (Details) | Jul. 17, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||
Number of real estate properties owned | 235 | 236 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Business Combination Consideration Transferred Equity Interests Issued Ratio | 2.04 |
REIT II Merger (Q2) (Details)
REIT II Merger (Q2) (Details) $ / shares in Units, $ in Thousands, ft² in Millions | Jul. 17, 2018USD ($)ft²$ / shares | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Subsequent Event [Line Items] | ||||||||
Acquisition related costs | $ 0 | $ 4,383 | $ 0 | $ 6,023 | $ 15,713 | $ 0 | $ 0 | |
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of real estate properties, post merger | 321 | |||||||
Business combination, post merger transaction, net rentable area | ft² | 36.6 | |||||||
Number of states in which surviving entity operates | 33 | |||||||
Business Combination Consideration Transferred Equity Interests Issued Ratio | 2.04 | |||||||
Business Acquisition Share Value Per Share of Acquiree | $ / shares | $ 22.54 | |||||||
Business Acquisition, Share Price | $ / shares | $ 11.05 | |||||||
Business acquisition, potential termination fee, payable by acquiree for third party proposal | $ 15,900 | |||||||
Business Combination, Contingent Consideration, Liability | 31,700 | |||||||
Business Combination, Contingent Consideration, Asset | $ 75,600 | |||||||
Business Acquisition Percentage of Voting Interests Retained by Acquirer | 71.00% | |||||||
REIT II | ||||||||
Subsequent Event [Line Items] | ||||||||
Acquisition related costs | $ 800 | |||||||
REIT II | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Net consideration | $ 1,900,000 | |||||||
Mortgages and notes payable | $ 800,000 | |||||||
Noncontrolling interest, ownership percentage | 29.00% |
PELP Acquisition Transfer of Co
PELP Acquisition Transfer of Consideration (Q2) (Details) $ / shares in Units, $ in Thousands, shares in Millions | Oct. 04, 2017USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Dec. 31, 2017shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | May 09, 2018$ / shares | Nov. 08, 2017$ / shares | Nov. 07, 2017$ / shares |
Business Acquisition [Line Items] | ||||||||||||
Number of real estate properties | 235 | 236 | 235 | 236 | ||||||||
Fair value of Operating Partnership units ("OP units") issued | $ 401,630 | |||||||||||
Fair value per unit | $ / shares | $ 10.20 | $ 11.05 | $ 11 | $ 10.20 | ||||||||
Acquisition related costs | $ 0 | $ 4,383 | $ 0 | $ 6,023 | 15,713 | $ 0 | $ 0 | |||||
Phillips Edison Limited Partnership | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of real estate properties | 76 | |||||||||||
Fair value of Operating Partnership units ("OP units") issued | $ 401,630 | 401,630 | ||||||||||
Corporate debt | 432,091 | 432,091 | ||||||||||
Mortgages and notes payable | 72,649 | 72,649 | ||||||||||
Cash payments | 30,420 | 30,420 | ||||||||||
Fair value of earn-out | 38,000 | 38,000 | ||||||||||
Total consideration | 974,790 | 974,790 | ||||||||||
PELP debt repaid by the Company on the transaction date | (432,091) | (432,091) | ||||||||||
Net consideration | $ 542,699 | 542,699 | ||||||||||
PELP transaction, OP units issued and issuable, shares | shares | 39.4 | 39.4 | ||||||||||
Fair value per unit | $ / shares | $ 10.20 | |||||||||||
Post-transaction shareholder ownership percentage | 80.60% | |||||||||||
Business combination, post-transaction acquiree ownership percentage | 19.40% | |||||||||||
Acquisition related costs | $ 6,000 | $ 17,000 | $ 1,300 | |||||||||
Phillips Edison Limited Partnership | OP Units | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
PELP transaction, OP units issued and issuable, shares | shares | 12.5 | 12.5 |
PELP Acquisition Business Co134
PELP Acquisition Business Combination, Assets Acquired and Liabilities Assumed (Q2) (Details) - Phillips Edison Limited Partnership - USD ($) $ in Thousands | Dec. 31, 2017 | Oct. 04, 2017 |
Business Acquisition [Line Items] | ||
Land and improvements | $ 269,140 | $ 269,140 |
Building and improvements | 574,173 | 574,154 |
Intangible lease assets | 93,506 | 93,506 |
Cash | 5,930 | 5,930 |
Accounts receivable and other assets | 42,426 | 42,426 |
Management contracts | 58,000 | 58,000 |
Goodwill | 29,066 | 29,085 |
Total assets acquired | 1,072,241 | 1,072,241 |
Accounts payable and other liabilities | 48,342 | 48,342 |
Acquired below-market leases | 49,109 | 49,109 |
Total liabilities acquired | 97,451 | 97,451 |
Net assets acquired | $ 974,790 | $ 974,790 |
PELP Acquisition Business Acqui
PELP Acquisition Business Acquisition, Intangible Assets and Liabilities (Q2) (Details) - USD ($) $ in Thousands | Oct. 04, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired below market Lease | $ (118,012) | $ (63,287) | |||
Management Contracts | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, fair value | 58,000 | 0 | |||
Acquired In-Place Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, fair value | $ 313,432 | $ 212,916 | |||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 6 years | 13 years | 13 years | 11 years | |
Acquired Above-Market Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, fair value | $ 53,524 | $ 42,009 | |||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 3 years | 7 years | 6 years | 6 years | |
Acquired Below-Market Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 16 years | 20 years | 18 years | 19 years | |
Phillips Edison Limited Partnership | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired below market Lease | $ (49,109) | ||||
Goodwill | 29,085 | $ 29,066 | |||
Phillips Edison Limited Partnership | Management Contracts | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, fair value | $ 58,000 | ||||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 5 years | ||||
Phillips Edison Limited Partnership | Acquired In-Place Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, fair value | $ 83,305 | ||||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 9 years | ||||
Phillips Edison Limited Partnership | Acquired Above-Market Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, fair value | $ 10,201 | ||||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 7 years | ||||
Phillips Edison Limited Partnership | Acquired Below-Market Leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired below market Lease | $ (49,109) | ||||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 13 years |
PELP Acquisition Business Co136
PELP Acquisition Business Combination, Revenues and Net Income (Q2) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | |
Business Combinations [Abstract] | |||
Revenues | $ 21,482 | $ 21,202 | $ 42,952 |
Net loss | $ (9,837) | $ 1,297 | $ (8,536) |
PELP Acquisition Business Co137
PELP Acquisition Business Combination, Pro Forma Information (Q2) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||||
Pro forma revenues | $ 102,775 | $ 201,454 | $ 402,898 | $ 400,089 |
Pro forma net income attributable to stockholders | $ 465 | $ 1,264 | $ 1,982 | $ (3,956) |
Real Estate Activity Acquisitio
Real Estate Activity Acquisitions (Q2) (Details) $ in Thousands | Feb. 26, 2018USD ($)ft² | Jun. 20, 2017USD ($)ft² | Jun. 15, 2017USD ($)ft² | May 05, 2017USD ($)ft² | Apr. 18, 2017USD ($)ft² | Feb. 10, 2017USD ($)ft² | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Real Estate Properties [Line Items] | ||||||||||
Number of real estate acquisitions | 1 | 5 | 84 | 7 | ||||||
Acquired In-Place Leases | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Fair Value | $ 946 | $ 9,611 | ||||||||
Weighted-Average Useful Life | 6 years | 13 years | 13 years | 11 years | ||||||
Acquired Above-Market Leases | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Fair Value | $ 74 | $ 850 | ||||||||
Weighted-Average Useful Life | 3 years | 7 years | 6 years | 6 years | ||||||
Acquired Below-Market Leases | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Fair Value | $ (457) | $ (2,622) | ||||||||
Weighted-Average Useful Life | 16 years | 20 years | 18 years | 19 years | ||||||
Shoppes of Lake Village | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase Price | $ 8,423 | |||||||||
Square Footage | ft² | 135.437 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 71.30% | |||||||||
Atwater Marketplace | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase Price | $ 15,041 | |||||||||
Square Footage | ft² | 96,224 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 94.60% | |||||||||
Rocky Ridge Station | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase Price | $ 37,271 | |||||||||
Square Footage | ft² | 93,337 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 96.30% | |||||||||
Greentree Station | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase Price | $ 12,309 | |||||||||
Square Footage | ft² | 82,659 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 90.30% | |||||||||
Titusville Station | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase Price | $ 13,817 | |||||||||
Square Footage | ft² | 117,507 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 71.70% | |||||||||
Sierra Station | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase Price | $ 29,137 | |||||||||
Square Footage | ft² | 110,904 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 94.00% |
Real Estate Activity Dispositio
Real Estate Activity Dispositions and Impairments (Q2) (Details) $ in Thousands | May 30, 2018USD ($)ft² | May 15, 2018USD ($)ft² | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Gain (Loss) on Investments [Line Items] | |||||||||
Number of real estate dispositions | 2 | 0 | |||||||
Gain | $ 877 | $ 0 | $ 1,800 | $ 4,700 | |||||
Impairment of Real Estate | $ 10,939 | $ 0 | $ 10,939 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Lakeshore Crossing | |||||||||
Gain (Loss) on Investments [Line Items] | |||||||||
Sale Price | $ 9,270 | ||||||||
Gain | $ 208 | ||||||||
Square Footage | ft² | 123,948 | ||||||||
Lake Wales | |||||||||
Gain (Loss) on Investments [Line Items] | |||||||||
Sale Price | $ 4,100 | ||||||||
Gain | $ 777 | ||||||||
Square Footage | ft² | 11,220 |
Other Assets, Net (Q2) (Details
Other Assets, Net (Q2) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Deferred leasing commissions and costs | $ 32,120 | $ 29,055 | $ 21,092 |
Deferred financing costs | 13,971 | 13,971 | 8,940 |
Office equipment, including capital lease assets, and other | 12,070 | 10,308 | 331 |
Total depreciable and amortizable assets | 58,161 | 53,334 | 30,363 |
Accumulated depreciation and amortization | (21,637) | (17,121) | (11,286) |
Net depreciable and amortizable assets | 36,524 | 36,213 | 19,077 |
Accounts receivable, net | 36,488 | 41,211 | 31,029 |
Deferred rent receivable, net | 20,687 | 18,201 | 14,483 |
Derivative asset | 34,839 | 16,496 | 11,916 |
Prepaid expenses | 5,531 | 4,232 | 2,986 |
Investment in affiliates | 903 | 902 | 0 |
Other | 2,834 | 1,193 | 1,094 |
Total other assets, net | $ 137,806 | $ 118,448 | $ 80,585 |
Debt Obligations (Q2) (Details)
Debt Obligations (Q2) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | |||||
Outstanding principal balance | $ 1,847,983 | $ 1,817,786 | $ 1,060,690 | ||
Assumed market debt adjustments, net | 4,517 | 5,254 | 4,490 | ||
Deferred financing costs, net | (14,028) | (16,042) | (9,024) | ||
Total | 1,838,472 | 1,806,998 | 1,056,156 | ||
Gross borrowings | 65,000 | ||||
Accumulated amortization, assumed debt adjustment | 4,200 | 3,700 | 6,100 | ||
Accumulated amortization, deferred finance costs | $ 7,000 | $ 5,400 | $ 3,900 | ||
Weighted-average interest rate on debt | 3.40% | 3.00% | 3.50% | ||
Secured term loan 2027 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.52% | ||||
Outstanding principal balance | $ 195,000 | $ 195,000 | |||
Secured term loan 2026 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.55% | ||||
Outstanding principal balance | $ 175,000 | 175,000 | |||
Mortgages and Other | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal balance | $ 226,415 | $ 246,217 | $ 228,721 | ||
Mortgages and Other | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.75% | 3.75% | |||
Mortgages and Other | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 7.91% | 7.91% | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.89% | ||||
Line of credit variable rate base | LIBOR | ||||
LIne of credit - interest spread | 1.40% | ||||
Outstanding principal balance | $ 46,568 | $ 61,569 | 176,969 | ||
Gross borrowings | 151,000 | 437,000 | 590,800 | $ 297,800 | |
Gross payments | 166,000 | 552,400 | 554,800 | $ 448,500 | |
Borrowing capacity, amount | 500,000 | 500,000 | 500,000 | ||
Term Loans | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal balance | $ 1,205,000 | $ 1,140,000 | 655,000 | ||
Term Loans | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 2.51% | 2.46% | |||
Term Loans | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.93% | 3.93% | |||
Secured term loan 2026 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 3.55% | ||||
Outstanding principal balance | $ 175,000 | $ 0 | |||
Term Loan Due 2019 | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal balance | $ 100,000 | $ 100,000 | |||
Term Loan Due 2020 | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal balance | $ 175,000 |
Debt Obligations - Debt Obligat
Debt Obligations - Debt Obligations (Q2) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | |||
Fixed-rate debt | $ 1,588,415 | $ 1,608,217 | $ 615,721 |
Variable-rate debt | 259,568 | 209,569 | 444,969 |
Unsecured debt | 1,252,258 | 1,202,476 | 831,969 |
Secured debt | 595,725 | 615,310 | 228,721 |
Total | $ 1,847,983 | $ 1,817,786 | $ 1,060,690 |
Derivatives and Hedging Acti143
Derivatives and Hedging Activities (Q2) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)Debt_Instrument | Dec. 31, 2016USD ($)Debt_Instrument | Dec. 31, 2015USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Amount of gain (loss) recognized in OCI on derivative | $ 5,608 | $ (2,914) | $ 19,047 | $ (1,765) | $ 2,770 | $ 6,979 | $ (3,128) |
Amount of (gain) loss reclassified from AOCI into interest expense | (753) | $ 378 | (704) | $ 975 | (1,810) | $ (3,586) | $ (3,150) |
Interest rate derivative liabilities, at fair value | 100 | ||||||
Interest Rate Swap | Designated as Hedging Instrument | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative instruments, gain (loss) reclassification from OCI to income, estimated net amount to be transferred | 7,100 | $ 1,500 | |||||
Count | Debt_Instrument | 6 | 4 | |||||
Derivative, notional amount | $ 992,000 | $ 992,000 | $ 992,000 | $ 642,000 | |||
Interest Rate Swap | Designated as Hedging Instrument | Minimum | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Fixed LIBOR | 1.20% | 1.20% | 1.20% | 1.20% | |||
Interest Rate Swap | Designated as Hedging Instrument | Maximum | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Fixed LIBOR | 2.20% | 2.20% | 2.20% | 1.50% |
Equity (Q2) (Details)
Equity (Q2) (Details) - $ / shares | Oct. 04, 2017 | Dec. 31, 2017 | Jun. 30, 2018 | May 09, 2018 | Mar. 31, 2018 | Nov. 08, 2017 | Nov. 07, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||||
Share price | $ 10.20 | $ 11.05 | $ 11 | $ 10.20 | ||||
Stock repurchased, shares | 4,200,000 | |||||||
SRP, outstanding requests | 10,800,000 | 13,400,000 | ||||||
OP units outstanding, shares | 44,454,000 | 44,500,000 | 2,785,000 | |||||
Subsidiaries | ||||||||
Class of Stock [Line Items] | ||||||||
Noncontrolling interest, ownership percentage | 25.00% | 25.00% | 25.00% | |||||
Phillips Edison Limited Partnership | ||||||||
Class of Stock [Line Items] | ||||||||
Share price | $ 10.20 | |||||||
Noncontrolling interest, ownership percentage | 19.40% | |||||||
Business combination, number of shares of OP units issued | 39,400,000 | 39,400,000 |
Earnings Per Share (Q2) (Detail
Earnings Per Share (Q2) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | ||||||||||||||
Net (loss) income attributable to stockholders - basic | $ (11,351) | $ (30,072) | $ (8,232) | $ (1,193) | $ 1,106 | $ 3,689 | $ 2,464 | $ 560 | $ 2,219 | $ (12,951) | $ (87) | $ (38,391) | $ 8,932 | $ 13,360 |
Net (loss) income attributable to convertible OP units | (2,756) | (28) | (3,090) | 0 | 3,470 | (111) | (201) | |||||||
Net (loss) income - diluted | $ (14,107) | $ (1,221) | $ (16,041) | $ (87) | $ (41,861) | $ 9,043 | $ 13,561 | |||||||
Denominator: | ||||||||||||||
Weighted-average shares - basic | 184,450,000 | 183,126,000 | 185,171,000 | 183,178,000 | 183,784,000 | 183,876,000 | 183,678,000 | |||||||
OP units | 44,453,000 | 2,785,000 | 44,453,000 | 2,785,000 | ||||||||||
Adjusted weighted-average shares - diluted | 228,903,000 | 185,911,000 | 229,624,000 | 185,963,000 | 196,497,000 | 186,665,000 | 186,394,000 | |||||||
Earnings per common share: | ||||||||||||||
Net loss attributable to stockholders - basic and diluted | $ (0.06) | $ (0.17) | $ (0.04) | $ (0.01) | $ 0.01 | $ 0.02 | $ 0.01 | $ 0 | $ 0.01 | $ (0.07) | $ 0 | $ (0.21) | $ 0.05 | $ 0.07 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||
Class B units unvested | 0 | 0 | 2,900,000 | 2,610,000 | 0 | 2,900,000 | 0 | 2,610,000 | 2,100,000 | |||||
Restricted Stock Awards | ||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,000,000 | 17,200 |
Revenue Recognition and Rela146
Revenue Recognition and Related Party Revenue (Q2) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||||
Insurance premiums | $ 206 | ||||||
Non-operating property revenue | 2,433 | $ 5,990 | $ 248 | ||||
Revenues | $ 104,173 | $ 69,851 | $ 207,372 | $ 138,154 | 311,543 | $ 257,730 | $ 242,099 |
Acquisition Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 737 | ||||||
Asset Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 3,091 | ||||||
Property Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 1,790 | ||||||
Leasing Commissions | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 1,009 | ||||||
Construction Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 412 | ||||||
Other Fees and Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 550 | ||||||
REIT III | |||||||
Related Party Transaction [Line Items] | |||||||
Organization and offering costs incurred on behalf of affiliate | 3,900 | 3,900 | 2,000 | ||||
Insurance premiums | 0 | ||||||
REIT III | Acquisition Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 519 | ||||||
REIT III | Asset Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 59 | ||||||
REIT III | Property Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 15 | ||||||
REIT III | Leasing Commissions | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 15 | ||||||
REIT III | Construction Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 4 | ||||||
REIT III | Other Fees and Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 69 | ||||||
REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Insurance premiums | 109 | 189 | 206 | ||||
Non-operating property revenue | 0 | 0 | |||||
REIT II | Acquisition Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 218 | ||||||
REIT II | Asset Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 2,878 | ||||||
REIT II | Property Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 1,518 | ||||||
REIT II | Leasing Commissions | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 782 | ||||||
REIT II | Construction Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 365 | ||||||
REIT II | Other Fees and Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 339 | ||||||
Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Insurance premiums | 437 | 881 | |||||
Non-operating property revenue | 137 | 270 | |||||
Investment Management | |||||||
Related Party Transaction [Line Items] | |||||||
Insurance premiums | 546 | 1,070 | |||||
Non-operating property revenue | 137 | 270 | |||||
Revenues | 9,274 | 18,119 | $ 8,133 | ||||
Investment Management | REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | 7,538 | 14,473 | |||||
Investment Management | Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | 1,736 | 3,646 | |||||
Advisory Revenue | REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 3,649 | 6,944 | |||||
Advisory Revenue | REIT II | Acquisition Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 7 | 162 | |||||
Advisory Revenue | REIT II | Asset Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 3,064 | 6,129 | |||||
Advisory Revenue | REIT II | Other Advisory Fees and Other Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 578 | 653 | |||||
Advisory Revenue | Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 426 | 991 | |||||
Advisory Revenue | Other Parties | Acquisition Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 0 | 256 | |||||
Advisory Revenue | Other Parties | Asset Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 294 | 575 | |||||
Advisory Revenue | Other Parties | Other Advisory Fees and Other Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 132 | 160 | |||||
Advisory Revenue | Investment Management | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 4,075 | 7,935 | |||||
Advisory Revenue | Investment Management | Acquisition Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 7 | 418 | |||||
Advisory Revenue | Investment Management | Asset Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 3,358 | 6,704 | |||||
Advisory Revenue | Investment Management | Other Advisory Fees and Other Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 710 | 813 | |||||
Property Management and Services Revenue | REIT II | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 3,780 | 7,340 | |||||
Property Management and Services Revenue | REIT II | Property Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 2,125 | 4,204 | |||||
Property Management and Services Revenue | REIT II | Leasing Commissions | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 1,340 | 2,512 | |||||
Property Management and Services Revenue | REIT II | Construction Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 127 | 202 | |||||
Property Management and Services Revenue | REIT II | Other Fees and Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 188 | 422 | |||||
Property Management and Services Revenue | Other Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 736 | 1,504 | |||||
Property Management and Services Revenue | Other Parties | Property Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 364 | 716 | |||||
Property Management and Services Revenue | Other Parties | Leasing Commissions | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 162 | 413 | |||||
Property Management and Services Revenue | Other Parties | Construction Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 110 | 132 | |||||
Property Management and Services Revenue | Other Parties | Other Fees and Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 100 | 243 | |||||
Property Management and Services Revenue | Investment Management | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 4,516 | 8,844 | |||||
Property Management and Services Revenue | Investment Management | Property Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 2,489 | 4,920 | |||||
Property Management and Services Revenue | Investment Management | Leasing Commissions | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 1,502 | 2,925 | |||||
Property Management and Services Revenue | Investment Management | Construction Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 237 | 334 | |||||
Property Management and Services Revenue | Investment Management | Other Fees and Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 288 | $ 665 |
Revenue Recognition and Rela147
Revenue Recognition and Related Party Revenue Related Party Receivable (Q2) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Accounts receivable - affiliates | $ 5,596 | $ 6,102 |
Subsidiaries | ||
Related Party Transaction [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 75.00% | 75.00% |
REIT II | ||
Related Party Transaction [Line Items] | ||
Accounts receivable - affiliates | $ 1,636 | $ 1,592 |
Other Parties | ||
Related Party Transaction [Line Items] | ||
Accounts receivable - affiliates | 4,238 | 4,510 |
REIT III | ||
Related Party Transaction [Line Items] | ||
Contingent advisor payment holdback | $ 4,500 | |
REIT III | Contingent Advisor Payment | ||
Related Party Transaction [Line Items] | ||
Contingent advisory revenue, rate | 2.15% | |
Contractual Receivable | REIT II | ||
Related Party Transaction [Line Items] | ||
Accounts receivable - affiliates | $ 1,507 | 1,520 |
Contractual Receivable | REIT II | Advisory Agreement | ||
Related Party Transaction [Line Items] | ||
Accounts receivable - affiliates | 365 | 256 |
Contractual Receivable | REIT II | Property Management and Services Revenue | ||
Related Party Transaction [Line Items] | ||
Accounts receivable - affiliates | 1,142 | 1,264 |
Contractual Receivable | Other Parties | ||
Related Party Transaction [Line Items] | ||
Accounts receivable - affiliates | 202 | 179 |
Contractual Receivable | Other Parties | Advisory Agreement | ||
Related Party Transaction [Line Items] | ||
Accounts receivable - affiliates | 5 | 51 |
Contractual Receivable | Other Parties | Property Management and Services Revenue | ||
Related Party Transaction [Line Items] | ||
Accounts receivable - affiliates | 197 | 128 |
Non-Contractual Receivable | REIT II | ||
Related Party Transaction [Line Items] | ||
Accounts receivable - affiliates | 129 | 72 |
Non-Contractual Receivable | Other Parties | ||
Related Party Transaction [Line Items] | ||
Accounts receivable - affiliates | $ 4,036 | $ 4,331 |
Related Party Expense Related P
Related Party Expense Related Party Transactions - Advisor (Q2) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 5,454 | $ 0 | $ 0 | ||
Advisory Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 7,270 | $ 13,435 | 20,301 | 26,232 | 11,776 |
Advisory Agreement | Acquisition Fees | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 902 | 1,050 | 1,344 | 2,342 | 1,247 |
Advisory Agreement | Due Diligence Fees | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 183 | 213 | 583 | 464 | 208 |
Advisory Agreement | Asset Management Fees | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 5,228 | 10,317 | 15,573 | 19,239 | 4,601 |
Advisory Agreement | OP Units Distribution | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 465 | 925 | 1,373 | 1,866 | 1,820 |
Advisory Agreement | Class B Units Distribution | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 473 | 911 | 1,409 | 1,576 | 625 |
Advisory Agreement | Disposition fee | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 19 | $ 19 | $ 19 | $ 745 | $ 47 |
Related Party Expense Relate149
Related Party Expense Related Party Transactions - Property Manager (Q2) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | $ 5,454 | $ 0 | $ 0 | |||
Subsidiaries | ||||||
Related Party Transaction [Line Items] | ||||||
Noncontrolling interest, ownership percentage | 25.00% | 25.00% | 25.00% | 25.00% | ||
Noncontrolling interest, ownership percentage by parent | 75.00% | 75.00% | 75.00% | |||
Property Manager | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | $ 7,052 | $ 13,974 | $ 22,631 | 24,384 | 23,074 | |
Property Manager | Property Management Fees | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | 2,683 | 5,269 | 8,360 | 9,929 | 9,108 | |
Property Manager | Leasing Commissions | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | 2,077 | 4,400 | 6,670 | 7,701 | 7,316 | |
Property Manager | Construction Management Fees | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | 380 | 684 | 1,367 | 1,127 | 1,117 | |
Property Manager | Other Fees and Reimbursements | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | 1,912 | 3,621 | 6,234 | $ 5,627 | $ 5,533 | |
Necessity Retail Partners | ||||||
Related Party Transaction [Line Items] | ||||||
Guarantorship maximum exposure | $ 200,000 | 200,000 | $ 200,000 | |||
Guarantorship expected exposure | $ 50,000 |
Fair Value Measurements - Mortg
Fair Value Measurements - Mortgages and Loans Payable (Q2) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Inputs, Liabilities, Quantitative Information | |||
Recorded value | $ 1,852,500 | $ 1,823,040 | $ 1,065,180 |
Deferred financing costs | 14,028 | 16,042 | 9,024 |
Fair Value, Inputs, Level 3 | |||
Fair Value Inputs, Liabilities, Quantitative Information | |||
Fair value | $ 1,820,280 | $ 1,765,151 | $ 1,056,990 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Fair Value Measurements (Q2) (Details) - USD ($) $ in Thousands, shares in Millions | Oct. 04, 2017 | Dec. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2016 |
Fair Value, Assets (Liabilities) Measured on Recurring Basis | ||||
Interest rate swap-mortgage note | $ (100) | |||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 9,000 | |||
Phillips Edison Limited Partnership | ||||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | ||||
PELP transaction, OP units issued and issuable, shares | 39.4 | 39.4 | ||
OP Units | Phillips Edison Limited Partnership | ||||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | ||||
PELP transaction, OP units issued and issuable, shares | 12.5 | 12.5 | ||
Fair Value, Inputs, Level 2 | Interest Rate Swap | Designated as Hedging Instrument | ||||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | ||||
Interest rate swaps-term loans | $ 16,496 | 34,839 | $ 11,916 | |
Interest rate swap-mortgage note | (61) | 0 | (262) | |
Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | ||||
Earn-out liability | (38,000) | $ (39,500) | ||
Fair Value, Inputs, Level 3 | Interest Rate Swap | Designated as Hedging Instrument | ||||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | ||||
Interest rate swaps-term loans | 0 | 0 | ||
Interest rate swap-mortgage note | $ 0 | $ 0 |
Fair Value Measurements - Nonre
Fair Value Measurements - Nonrecurring Fair Value Measurements (Q2) (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Fair Value, Inputs, Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Impaired real estate asset | $ 5,300 |
Segment Information (Q2) (Detai
Segment Information (Q2) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||||
Number of real estate properties owned | 235 | 235 | 236 | ||||
Total revenues | $ 104,173 | $ 69,851 | $ 207,372 | $ 138,154 | $ 311,543 | $ 257,730 | $ 242,099 |
Property operating expenses | (16,901) | (10,297) | (35,016) | (21,729) | (53,824) | (41,890) | (38,399) |
Real estate tax expenses | (13,326) | (10,155) | (26,473) | (20,413) | (43,456) | (36,627) | (35,285) |
General and administrative expenses | (4,224) | (7,272) | (6,278) | ||||
Segment profit | 69,722 | 138,611 | 207,985 | ||||
Corporate general and administrative expenses | (9,226) | (16,639) | (30,070) | ||||
Depreciation and amortization | (46,385) | (28,207) | (92,812) | (55,831) | (130,671) | (106,095) | (101,479) |
Impairment of real estate assets | (10,939) | 0 | (10,939) | 0 | 0 | 0 | 0 |
Interest expense, net | (17,051) | (9,501) | (33,830) | (17,891) | (45,661) | (32,458) | (32,390) |
Other expense, net | (197) | 680 | (304) | 636 | |||
Net (loss) income | (14,076) | $ (1,221) | (15,913) | $ (87) | (41,718) | $ 9,043 | $ 13,561 |
Owned Real Estate | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | 94,899 | 189,253 | 303,410 | ||||
Property operating expenses | (14,058) | (29,516) | (50,328) | ||||
Real estate tax expenses | (13,076) | (26,038) | (43,247) | ||||
General and administrative expenses | (804) | (1,229) | (3,403) | ||||
Segment profit | 66,961 | 132,470 | 206,432 | ||||
Investment Management | |||||||
Segment Reporting Information [Line Items] | |||||||
Total revenues | 9,274 | 18,119 | 8,133 | ||||
Property operating expenses | (2,843) | (5,500) | (3,496) | ||||
Real estate tax expenses | (250) | (435) | (209) | ||||
General and administrative expenses | (3,420) | (6,043) | (2,875) | ||||
Segment profit | $ 2,761 | $ 6,141 | $ 1,553 |
Subsequent Events - Distributio
Subsequent Events - Distributions (Q2) (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 01, 2018 | Jul. 02, 2018 | Mar. 01, 2018 | Feb. 01, 2018 | Jan. 02, 2018 | Nov. 30, 2018 | May 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||||||||
Distribution rate | $ 0.34 | $ 0.34 | $ 0.67 | $ 0.67 | $ 0.67 | |||||||
Distributions reinvested | $ 24,899 | $ 22,850 | $ 49,126 | $ 58,872 | $ 63,803 | |||||||
Net cash distribution | $ 37,819 | $ 38,520 | $ 74,198 | $ 64,269 | $ 59,387 | |||||||
Subsequent Event | Dividend Declared | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Distribution rate | $ 0.05583344 | $ 0.05583344 | $ 0.05583344 | $ 0.05583344 | $ 0.00183562 | $ 0.05583344 | $ 0.05583344 | |||||
Subsequent Event | Dividend Paid | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Gross amount of distribution paid | $ 12,439 | $ 12,672 | $ 12,807 | $ 12,789 | $ 13,017 | |||||||
Distributions reinvested | 0 | 3,962 | 4,186 | 4,228 | 4,354 | |||||||
Net cash distribution | $ 12,439 | $ 8,710 | $ 8,621 | $ 8,561 | $ 8,663 |