Document and Entity Information
Document and Entity Information - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 | |
Entity Registrant Name | Phillips Edison Grocery Center REIT I, Inc. | |
Entity Central Index Key | 1,476,204 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 181 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Investment in real estate: | ||
Land and improvements | $ 714,872 | $ 675,289 |
Building and improvements | 1,390,440 | 1,305,345 |
Acquired intangible lease assets | 232,963 | 220,601 |
Total investment in real estate assets | 2,338,275 | 2,201,235 |
Accumulated depreciation and amortization | (205,774) | (126,965) |
Total investment in real estate assets, net | 2,132,501 | 2,074,270 |
Cash and cash equivalents | 19,750 | 15,649 |
Restricted cash | 8,039 | 6,803 |
Deferred financing expense, net of accumulated amortization of $8,199 and $5,107, respectively | 16,411 | 13,727 |
Other assets, net | 47,352 | 40,320 |
Total assets | 2,224,053 | 2,150,769 |
Liabilities: | ||
Mortgages and loans payable | 781,193 | 650,462 |
Acquired below-market lease intangibles, less accumulated amortization of $12,632 and $7,619, respectively | 41,345 | 42,454 |
Accounts payable – affiliates | 2,262 | 975 |
Accounts payable and other liabilities | 52,112 | 48,738 |
Total liabilities | 876,912 | 742,629 |
Commitments and contingencies (Note 9) | 0 | 0 |
Redeemable common stock | 30,314 | 29,878 |
Equity: | ||
Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at September 30, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $0.01 par value per share, 1,000,000 shares authorized, 183,889 and 182,131 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 1,855 | 1,820 |
Additional paid-in capital | 1,584,345 | 1,567,653 |
Accumulated other comprehensive loss | (4,272) | 0 |
Accumulated deficit | (290,774) | (213,975) |
Total stockholders’ equity | 1,291,154 | 1,355,498 |
Noncontrolling interests | 25,673 | 22,764 |
Total equity | 1,316,827 | 1,378,262 |
Total liabilities and equity | $ 2,224,053 | $ 2,150,769 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Deferred financing expense, accumulated amortization | $ 8,199 | $ 5,107 |
Acquired below-market lease intangibles, accumulated amortization | $ 12,632 | $ 7,619 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued and outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued and outstanding | 183,889,000 | 182,131,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Rental income | $ 45,859 | $ 38,614 | $ 135,898 | $ 99,515 |
Tenant recovery income | 15,610 | 11,078 | 43,003 | 29,422 |
Other property income | 353 | 339 | 1,062 | 685 |
Total revenues | 61,822 | 50,031 | 179,963 | 129,622 |
Expenses: | ||||
Property operating | 9,645 | 8,150 | 28,003 | 21,274 |
Real estate taxes | 9,902 | 7,121 | 26,629 | 17,853 |
General and administrative | 2,871 | 2,109 | 7,742 | 6,377 |
Acquisition expenses | 836 | 3,785 | 4,058 | 15,096 |
Depreciation and amortization | 25,746 | 21,430 | 75,747 | 56,031 |
Total expenses | 49,000 | 42,595 | 142,179 | 116,631 |
Other income (expense): | ||||
Interest expense, net | (7,818) | (5,422) | (22,155) | (13,992) |
Other income, net | 242 | 129 | 117 | 842 |
Net income (loss) | 5,246 | 2,143 | 15,746 | (159) |
Net income attributable to noncontrolling interests | (63) | 0 | (222) | 0 |
Net income (loss) attributable to stockholders | $ 5,183 | $ 2,143 | $ 15,524 | $ (159) |
Earnings per common share: | ||||
Net income (loss) per share - basic and diluted | $ 0.03 | $ 0.01 | $ 0.08 | $ 0 |
Weighted-average common shares outstanding: | ||||
Basic | 185,271 | 180,072 | 184,209 | 178,490 |
Diluted | 188,057 | 180,072 | 186,902 | 178,490 |
Comprehensive income (loss): | ||||
Net income (loss) | $ 5,246 | $ 2,143 | $ 15,746 | $ (159) |
Other comprehensive loss: | ||||
Change in unrealized loss on interest rate swaps, net | (6,456) | 0 | (4,272) | (690) |
Comprehensive (loss) income | (1,210) | 2,143 | 11,474 | (849) |
Comprehensive income attributable to noncontrolling interests | (63) | 0 | (222) | 0 |
Comprehensive (loss) income attributable to stockholders | $ (1,273) | $ 2,143 | $ 11,252 | $ (849) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders' Equity | Noncontrolling Interest |
Balance, value at Dec. 31, 2013 | $ 1,469,532 | $ 1,756 | $ 1,538,185 | $ 690 | $ (71,192) | $ 1,469,439 | $ 93 |
Balance, shares at Dec. 31, 2013 | 175,595 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, value | 2,534 | $ 2 | 2,532 | 2,534 | |||
Issuance of common stock, shares | 256 | ||||||
Share repurchases, value | (2,104) | $ (2) | (2,102) | (2,104) | |||
Share repurchases, shares | (223) | ||||||
Change in redeemable common stock | (32,881) | (32,881) | (32,881) | ||||
Dividend reinvestment plan (DRIP), value | 46,986 | $ 50 | 46,936 | 46,986 | |||
Dividend reinvestment plan (DRIP), shares | 4,945 | ||||||
Change in unrealized loss on interest rate swaps | (690) | (690) | (690) | ||||
Common distributions declared, $0.50 per share | (89,464) | (89,464) | (89,464) | ||||
Distributions to noncontrolling interests | (12) | (12) | |||||
Offering costs | (1,471) | (1,471) | (1,471) | ||||
Net income (loss) | (159) | (159) | (159) | 0 | |||
Balance, value at Sep. 30, 2014 | 1,392,271 | $ 1,806 | 1,551,199 | 0 | (160,815) | 1,392,190 | 81 |
Balance, shares at Sep. 30, 2014 | 180,573 | ||||||
Balance, value at Dec. 31, 2014 | 1,378,262 | $ 1,820 | 1,567,653 | 0 | (213,975) | 1,355,498 | 22,764 |
Balance, shares at Dec. 31, 2014 | 182,131 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases, value | (31,022) | $ (31) | (30,991) | (31,022) | |||
Share repurchases, shares | (3,275) | ||||||
Change in redeemable common stock | (436) | (436) | (436) | ||||
Dividend reinvestment plan (DRIP), value | 48,185 | $ 66 | 48,119 | 48,185 | |||
Dividend reinvestment plan (DRIP), shares | 5,033 | ||||||
Change in unrealized loss on interest rate swaps | (4,272) | (4,272) | (4,272) | ||||
Common distributions declared, $0.50 per share | (92,323) | (92,323) | (92,323) | ||||
Issuance of partnership units | 4,047 | 4,047 | |||||
Distributions to noncontrolling interests | (1,360) | (1,360) | |||||
Net income (loss) | 15,746 | 15,524 | 15,524 | 222 | |||
Balance, value at Sep. 30, 2015 | $ 1,316,827 | $ 1,855 | $ 1,584,345 | $ (4,272) | $ (290,774) | $ 1,291,154 | $ 25,673 |
Balance, shares at Sep. 30, 2015 | 183,889 |
Consolidated Statements of Equ6
Consolidated Statements of Equity (Parenthetical) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Common distributions declared, per share | $ 0.50 | $ 0.50 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 15,746 | $ (159) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 73,502 | 54,156 |
Net amortization of above- and below-market leases | (560) | 189 |
Amortization of deferred financing expense | 3,815 | 2,711 |
Change in fair value of derivative | 16 | (561) |
Straight-line rental income | (3,716) | (3,053) |
Other | 24 | 89 |
Changes in operating assets and liabilities: | ||
Other assets | (4,851) | (6,887) |
Accounts payable and other liabilities | 5,590 | 11,641 |
Accounts payable – affiliates | 1,209 | 696 |
Net cash provided by operating activities | 90,775 | 58,822 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Real estate acquisitions | (87,755) | (575,748) |
Capital expenditures | (14,944) | (8,994) |
Proceeds from sale of real estate | 1,027 | 0 |
Change in restricted cash | (1,236) | 879 |
Proceeds from sale of derivative | 0 | 520 |
Net cash used in investing activities | (102,908) | (583,343) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net change in credit facility borrowings | 165,300 | 151,000 |
Payments on mortgages and loans payable | (64,300) | (20,422) |
Payments of deferred financing expenses | (6,654) | (3,194) |
Distributions paid, net of DRIP | (44,291) | (42,310) |
Distributions to noncontrolling interests | (1,211) | (16) |
Repurchases of common stock | (32,535) | (1,718) |
Proceeds from issuance of common stock | 0 | 2,534 |
Payment of offering costs | (75) | (1,775) |
Net cash provided by financing activities | 16,234 | 84,099 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 4,101 | (440,422) |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 15,649 | 460,250 |
End of period | 19,750 | 19,828 |
SUPPLEMENTAL CASH FLOW DISCLOSURE, INCLUDING NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Cash paid for interest | 20,116 | 11,630 |
Fair value of debt assumed | 31,743 | 189,006 |
Assumed interest rate swap | 0 | 714 |
Accrued capital expenditures | 2,361 | 2,809 |
Change in offering costs payable to sponsor(s) | (75) | (304) |
Change in distributions payable | (153) | 168 |
Change in distributions payable – noncontrolling interests | 149 | (4) |
Change in accrued share repurchase obligation | (1,513) | 386 |
Distributions reinvested | $ 48,185 | $ 46,986 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | ORGANIZATION Phillips Edison Grocery Center REIT I, 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. Our advisor is Phillips Edison NTR LLC (“PE-NTR”), which is directly or indirectly owned by Phillips Edison Limited Partnership (the “Phillips Edison sponsor”) and Michael Phillips and Jeffrey Edison, principals of our Phillips Edison sponsor. Under the terms of the advisory agreement between PE-NTR and us (the “PE-NTR Agreement”), PE-NTR is responsible for the management of our day-to-day activities and the implementation of our investment strategy. Prior to December 3, 2014, our advisor was American Realty Capital II Advisors, LLC (“ARC”). Under the terms of the previous advisory agreement between ARC and us (the “ARC Agreement”), ARC delegated most of its duties, including the management of our day-to-day operations and our portfolio of real estate assets, to PE-NTR. We invest primarily in well-occupied grocery-anchored neighborhood and community shopping centers having a mix of creditworthy national and regional retailers selling necessity-based goods and services in strong demographic markets throughout the United States. As of September 30, 2015 , we owned fee simple interests in 147 real estate properties acquired from third parties unaffiliated with us or PE-NTR. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Set forth below is a summary of the significant accounting estimates and policies that management believes are important to the preparation of our consolidated interim financial statements. 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. As a result, these estimates are subject to a degree of uncertainty. There have been no changes to our significant accounting policies during the nine months ended September 30, 2015 . For a full summary of our accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 9, 2015. 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 this Quarterly Report on Form 10-Q should refer to the audited consolidated financial statements of Phillips Edison Grocery Center REIT I, Inc. for the year ended December 31, 2014 , which are included in our 2014 Annual Report on Form 10-K, as certain footnote disclosures contained in such audited consolidated financial statements have been omitted from this Quarterly Report on Form 10-Q. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation have been included in this Quarterly Report. Our results of operations for the three and nine months ended September 30, 2015 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. Redeemable Common Stock —We offer a share repurchase program which may allow certain stockholders to have their shares repurchased subject to certain limitations and restrictions (see Note 3). Under our share repurchase program, the maximum amount of common stock that we may repurchase, at the shareholders’ election, during any calendar year is limited, among other things, to the lesser of 5% of the weighted-average number of shares outstanding during the prior calendar year or the proceeds from the DRIP during the preceding four fiscal quarters. The maximum amount is reduced each reporting period by the current year share repurchases to date. We record amounts that may be repurchased under the share repurchase program as redeemable common stock outside of permanent equity in our consolidated balance sheets because repurchases are at the option of the holders and are not solely within our control. Changes in the amount of redeemable common stock from period to period are recorded as an adjustment to equity through additional paid-in capital. We account for our mandatory obligation to repurchase shares as a liability to be reported at settlement value. When shares are presented for repurchase, we will reclassify such obligations from redeemable common stock to a liability based upon their respective settlement values. Earnings Per Share —The Operating Partnership issues limited partnerships units that are designated as Class B units and Operating Partnership units (“OP units”). Class B units and OP units held by limited partners other than the Company are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents and they have the potential to be exchanged for shares of our common stock in accordance with the terms of the Operating Partnership’s Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). The impact of these Class B units and OP units on basic and diluted earnings per common share (“EPS”) has been calculated using the two-class method whereby earnings are allocated to the Class B units 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 September 30, 2015 and 2014. Diluted EPS reflects the potential dilution that could occur from other share equivalent activity. Since the OP units are fully vested, they were included in the diluted net income per share computations for the three and nine months ended September 30, 2015 . However, as vesting of the Class B units is contingent upon a market condition and service condition, unvested Class B units were not included in the diluted net income (loss) per share computations since the satisfaction of the market or service condition was not probable as of September 30, 2015 and 2014 . There were 2.8 million OP units outstanding as of September 30, 2015 , that were considered participating securities. There were 1.4 million and 1.8 million unvested Class B units outstanding as of September 30, 2015 and 2014 , respectively, which had no effect on EPS. Reclassifications —The following line items on our consolidated statement of cash flows for the nine months ended September 30, 2014 were reclassified to conform to the current year presentation: • The loss on disposal of real estate assets and the loss on write-off of unamortized debt issuance costs and capitalized leasing commissions were reclassified to other; • The change in accounts receivable and the change in prepaid expenses and other were reclassified to the change in other assets; and • The change in accounts payable and the change in accrued and other liabilities were reclassified to the change in accounts payable and other liabilities. Impact of Recently Issued Accounting Pronouncements —The following table provides a brief description of recent 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 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis This update amends the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It may be adopted either retrospectively or on a modified retrospective basis. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We do not expect the adoption of this pronouncement to have a material impact on our consolidated financial statements. ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs This update amends existing guidance to require the presentation of certain debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We expect that the adoption of this pronouncement will result in the presentation of certain debt issuance costs, which are currently included in deferred financing expense (net) in our consolidated balance sheets, as a direct deduction from the carrying amount of the related debt instrument. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY General —We have the authority to issue a total of 1 billion shares of common stock with a par value of $0.01 per share and 10 million shares of preferred stock, $0.01 par value per share. As of September 30, 2015 , we had issued 187.6 million shares of common stock generating gross cash proceeds of $1.86 billion . As of September 30, 2015 , there were 183.9 million shares of our common stock outstanding, which is net of 3.7 million shares repurchased from stockholders pursuant to our share repurchase program, and we had issued no shares of preferred stock. The holders of common stock are entitled to one vote per share on all matters voted on by stockholders, including election of the board of directors. Our charter does not provide for cumulative voting in the election of directors. On August 24, 2015, our board of directors established an estimated value per share of our common stock of $ 10.20 based substantially on the estimated market value of our portfolio of real estate properties as of July 31, 2015. We engaged an independent third party to estimate the fair value range of our portfolio. In determining the estimated value per share, our board of directors also considered our cash and cash equivalents and our outstanding mortgages and loans payable as of July 31, 2015. Dividend Reinvestment Plan —We have adopted a dividend reinvestment plan (the “DRIP”) that allows stockholders to invest distributions in additional shares of our common stock. We continue to offer up to a total of approximately 18.2 million shares of common stock under the DRIP. 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. Initially, the purchase price per share under the DRIP was $9.50 . In accordance with the DRIP, because we established an estimated value per share on August 24, 2015, participants acquire shares of common stock through the DRIP at a price of $10.20 . Stockholders who elect to participate in the DRIP, and who are subject to U.S. federal income tax, may incur a tax liability on an amount equal to the fair value of the shares of our common stock purchased with reinvested distributions on the relevant distribution date, even though such stockholders have elected not to receive the distributions in cash. Distributions reinvested through the DRIP for the three months ended September 30, 2015 and 2014 , were $16.2 million and $16.0 million , respectively. Distributions reinvested through the DRIP for the nine months ended September 30, 2015 and 2014 were $48.2 million and $47.0 million , respectively. Share Repurchase Program —Our share repurchase program may provide a limited opportunity for stockholders to have shares of common stock repurchased, subject to certain restrictions and limitations. Initially, shares were repurchased at a price equal to or at a discount from the stockholders’ original purchase prices paid for the shares being repurchased. Effective August 24, 2015, the repurchase price per share for all stockholders is equal to the estimated value per share of $10.20 . Repurchases of shares of common stock will be made monthly upon written notice received by us at least five days prior to the end of the applicable month, assuming no restriction or limitations. The board of directors may, in its sole discretion, amend, suspend, or terminate the share repurchase program at any time upon 30 days’ written notice. Stockholders may withdraw their repurchase request at any time up to five business days prior to the repurchase date. The following table presents the activity of the share repurchase program for the three and nine months ended September 30, 2015 and 2014 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Shares repurchased 2,630 136 3,275 223 Cost of repurchases $ 26,351 $ 1,328 $ 32,535 $ 2,180 Average repurchase price $ 10.02 $ 9.75 $ 9.94 $ 9.76 We record a liability when we have an obligation to repurchase shares of common stock for which we received a request as of period end, but the shares had not yet been repurchased. Below is a summary of our obligation to repurchase shares of common stock recorded as a component of accounts payable and other liabilities on our consolidated balance sheets as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Shares submitted for repurchase 15 177 Liability recorded $ 156 $ 1,669 Share repurchases of $41.1 million were authorized during October 2015. This included additional one-time funding of $10.8 million that was approved by the board of directors after repurchase requests exceeded the funding limits provided for in the share repurchase program. Class B Units —Under our prior advisory agreement, in connection with asset management services provided by ARC and PE-NTR, the Operating Partnership issued 0.4 million Class B units during the nine months ended September 30, 2015 for asset management services provided from October 1, 2014 through December 3, 2014, the date of the termination of our prior advisory agreement. In connection with the termination of the prior advisory agreement, we determined that the economic hurdle had been met as of that date and that the units issued to ARC and PE-NTR for asset management services provided through December 3, 2014 had vested. The vested Class B units subsequently converted into OP units in accordance with the terms of the Partnership Agreement. Such OP units may be exchanged at the election of the holder for cash or, at the option of the Operating Partnership, for shares of our common stock, under the terms of exchange rights agreements to be prepared at a future date, provided, however, that the OP units have been outstanding for at least one year. PE-NTR has agreed under the PE-NTR Agreement not to exchange any OP units it may hold until the listing of our common stock or the liquidation of our portfolio occurs. As the form of the redemptions for the OP units is within our control, the OP units issued as of September 30, 2015 are classified as noncontrolling interests within permanent equity on our consolidated balance sheets. Additionally, the cumulative distributions that have been paid on these OP units are included in noncontrolling interests as distributions to noncontrolling interests. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurement (“ASC 820”) 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. The following describes the methods we use to estimate the fair value of our financial and non-financial 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. 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, or at least annually. 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. Such carrying amount would be adjusted, if necessary, to estimated fair values to reflect impairment in the value of the asset. 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 rate used approximates 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 discount rates and borrowings as of September 30, 2015 and December 31, 2014 (dollars in thousands): September 30, 2015 December 31, 2014 Discount rates: Fixed-rate debt 3.25 % 3.40 % Secured variable-rate debt 2.03 % 2.48 % Unsecured variable-rate debt 1.45% - 1.50% 1.93 % Borrowings: Fair value $ 797,620 $ 665,982 Recorded value 781,193 650,462 Derivative instruments — As of September 30, 2015 and December 31, 2014 , we were party to one interest rate swap agreement with a notional amount of $11.4 million and $11.6 million , respectively. The interest rate swap was assumed as part of an acquisition and is measured at fair value on a recurring basis. The interest rate swap agreement, in effect, fixes the variable interest rate of one of our secured variable-rate mortgage notes at an annual interest rate of 5.22% through June 10, 2018. In April 2015, we entered into three interest rate swap agreements with a notional amount of $387.0 million that are measured at fair value on a recurring basis. These interest rate swap agreements effectively fix the LIBOR portion of the interest rate on $387.0 million of outstanding debt under our existing credit facility. These swaps qualify and have been designated as cash flow hedges. The fair value of the interest rate swap agreements as of September 30, 2015 is based on the estimated amount we would receive or pay to terminate the contract at the reporting date and was determined using interest rate pricing models and interest rate-related observable inputs. 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 September 30, 2015 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative position 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. 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. Our derivative liability is currently recorded as accounts payable and other on our consolidated balance sheets. The fair value measurements of our financial liability as of September 30, 2015 and December 31, 2014 is as follows (in thousands): September 30, 2015 December 31, 2014 Derivative liability designated as hedging instruments: Interest rate swaps - unsecured credit facility $ 4,272 $ — Derivative liability not designated as hedging instrument: Interest rate swap - mortgage note 576 560 |
Real Estate Acquisitions
Real Estate Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Real Estate Acquisitions | REAL ESTATE ACQUISITIONS During the nine months ended September 30, 2015 , we acquired nine retail centers and one strip center adjacent to a previously acquired grocery-anchor retailed center for an aggregate purchase price of approximately $119.6 million , including $30.5 million of assumed debt with a fair value of $31.7 million . During the nine months ended September 30, 2014 , we acquired 48 grocery-anchored retail centers and one strip center adjacent to a previously acquired grocery-anchored retail center for an aggregate purchase price of approximately $ 770.9 million , including $ 183.5 million of assumed debt with a fair value of $ 189.0 million . The following tables present certain additional information regarding our acquisitions of properties that were deemed individually immaterial when acquired, but are material in the aggregate. For the nine months ended September 30, 2015 and 2014 , we allocated the purchase price of acquisitions to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2015 2014 Land and improvements $ 37,369 $ 233,253 Building and improvements 73,778 472,669 Acquired in-place leases 11,121 67,341 Acquired above-market leases 1,241 17,049 Acquired below-market leases (3,901 ) (19,442 ) Total assets and lease liabilities acquired 119,608 770,870 Fair value of assumed debt at acquisition 31,743 189,006 Net assets acquired $ 87,865 $ 581,864 The weighted-average amortization periods for acquired in-place lease, above-market lease, and below-market lease intangibles acquired during the nine months ended September 30, 2015 and 2014 are as follows (in years): 2015 2014 Acquired in-place leases 14 7 Acquired above-market leases 9 10 Acquired below-market leases 19 11 The amounts recognized for revenues, acquisition expenses and net loss from each respective acquisition date to September 30, 2015 and 2014 related to the operating activities of our acquisitions are as follows (in thousands): September 30, 2015 September 30, 2014 Revenues $ 5,680 $ 29,976 Acquisition expenses 2,078 15,116 Net loss 1,406 12,153 The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if all of our acquisitions for 2014 and 2015 had been acquired on January 1, 2014 . Acquisition expenses related to each respective acquisition are not expected to have a continuing impact and, therefore, have been excluded from these pro forma results. 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 transactions occurred at the beginning of the period, nor does it purport to represent the results of future operations. Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Pro forma revenues $ 61,539 $ 58,661 $ 181,903 $ 176,359 Pro forma net income attributable to stockholders 5,914 6,786 19,457 20,487 |
Acquired Intangible Assets
Acquired Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Acquired Intangible Assets | ACQUIRED INTANGIBLE ASSETS Acquired intangible lease assets consisted of the following as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Acquired in-place leases $ 193,811 $ 182,690 Acquired above-market leases 39,152 37,911 Total acquired intangible lease assets 232,963 220,601 Accumulated amortization (70,903 ) (43,915 ) Net acquired intangible lease assets $ 162,060 $ 176,686 Summarized below is the amortization recorded on the intangible assets for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Acquired in-place leases (1) $ 7,557 $ 6,700 $ 22,536 $ 17,398 Acquired above-market leases (2) 1,477 1,350 4,452 3,582 Total $ 9,034 $ 8,050 $ 26,988 $ 20,980 (1) Amortization recorded on acquired in-place leases was included in depreciation and amortization in the consolidated statements of operations. (2) Amortization recorded on acquired above-market leases was an adjustment to rental revenue in the consolidated statements of operations. Estimated future amortization on the respective acquired intangible lease assets as of September 30, 2015 for the remainder of 2015 , each of the four succeeding calendar years, and thereafter is as follows (in thousands): Year In-Place Leases Above-Market Leases October 1 to December 31, 2015 $ 7,440 $ 1,367 2016 27,893 4,967 2017 24,942 4,144 2018 19,749 3,361 2019 14,579 2,605 2020 and thereafter 41,708 9,305 Total $ 136,311 $ 25,749 |
Mortgages and Loans Payable
Mortgages and Loans Payable | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Mortgages and Loans Payable | MORTGAGES AND LOANS PAYABLE As of September 30, 2015 , we had access to a $700 million unsecured revolving credit facility under our existing credit agreement (the “Credit Agreement”) with a $457.0 million outstanding principal balance. The interest rate on amounts outstanding under this credit facility is currently LIBOR plus 1.3% . The credit facility matures on December 18, 2017, with two six-month options to extend the maturity to December 18, 2018. In September 2015, we entered into a third amendment to the Credit Agreement which provides for the addition of an unsecured term loan facility and includes three term loan tranches (the “Term Loans”) with interest rates of LIBOR plus 1.25% . As of September 30, 2015 , there were no outstanding borrowings under the Term Loans. Subsequent to September 30, 2015 , we reduced the capacity of the revolving credit facility to $500 million , and we borrowed $400 million under the Term Loans and used those proceeds to pay down a portion of the outstanding principal balance of our revolving credit facility. The maturities of the three term loan tranches correspond to the three interest rate swap agreements executed in April 2015 (see Notes 4 and 10). The first tranche of Term Loans has a principal amount of $100 million and matures in February 2019, with two 12-month options to extend the maturity. The second tranche of Term Loans has a principal amount of $175 million and matures in February 2020, with one 12-month option to extend the maturity. The third tranche of Term Loans has a principal amount of $125 million and matures in February 2021. A maturity date extension for the first or second tranche of Term Loans requires the payment of an extension fee of 0.15% of the outstanding principal amount of the corresponding tranche. As of September 30, 2015 and December 31, 2014 , we had approximately $317.1 million and $350.9 million , respectively, of outstanding mortgage notes payable, excluding fair value of debt adjustments. Each mortgage note payable is secured by the respective property on which the debt was placed. Of the amounts outstanding on our mortgages and loans payable at September 30, 2015 , there are no loans maturing for the remainder of 2015. As of September 30, 2015 and December 31, 2014 , the weighted-average interest rates for the loans were 3.73% and 3.68% , respectively. The table below summarizes our loan assumptions in conjunction with property acquisitions for the nine months ended September 30, 2015 and 2014 (dollars in thousands): 2015 2014 Number of properties acquired with loan assumptions (1) 5 15 Carrying value of assumed debt at acquisition $ 30,466 $ 183,506 Fair value of assumed debt at acquisition 31,743 189,006 (1) In addition to the five properties acquired with loan assumptions during the nine months ended September 30, 2015 , we assumed a loan related to the acquisition of a strip center adjacent to a previously acquired grocery-anchored retail center. The assumed below-market debt adjustments will be amortized over the remaining life of the loans, and this amortization is classified as a component of interest expense. The amortization recorded on the assumed below-market debt adjustment was $0.7 million and $0.6 million for the three months ended September 30, 2015 and 2014 , respectively. The amortization recorded on the assumed below-market debt adjustment was $2.0 million and $1.8 million for the nine months ended September 30, 2015 and 2014 , respectively. The following is a summary of our debt obligations as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Unsecured credit facility - fixed-rate (1)(2) $ 387,000 $ — Unsecured credit facility - variable-rate (2) 70,000 291,700 Fixed-rate mortgages payable (3)(4) 317,088 350,922 Assumed below-market debt adjustment, net 7,105 7,840 Total $ 781,193 $ 650,462 (1) As of September 30, 2015 , the interest rate on $387.0 million outstanding under our unsecured credit facility was, effectively, fixed at various interest rates by three interest rate swap agreements with maturities ranging from February 2019 to February 2021 (see Notes 4 and 10). (2) The gross borrowings under our credit facility were $196.8 million during the nine months ended September 30, 2015 . The gross payments on our credit facility were $31.5 million during the nine months ended September 30, 2015 . (3) Due to the non-recourse nature of certain mortgages, the assets and liabilities of certain properties are neither available to pay the debts of the consolidated property-holding limited liability companies nor constitute obligations of such consolidated limited liability companies as of September 30, 2015 . The outstanding principal balance of these non-recourse mortgages as of September 30, 2015 and December 31, 2014 was $220.9 million and $252.1 million , respectively. (4) As of September 30, 2015 and December 31, 2014 , the interest rate on one of our variable-rate mortgage notes payable was, in effect, fixed at 5.22% by an interest rate swap agreement. The outstanding principal balance of that variable-rate mortgage note payable was $11.4 million and $11.6 million as of September 30, 2015 and December 31, 2014 , respectively (see Notes 4 and 10). Below is a listing of our maturity schedule, adjusted for the subsequent borrowings under the Term Loans as discussed above, with the respective principal payment obligations (in thousands): 2015 (1) 2016 2017 2018 2019 Thereafter Total Unsecured credit facility - fixed-rate (2) $ — $ — $ — $ — $ 100,000 $ 287,000 $ 387,000 Unsecured credit facility - variable-rate — — 57,000 — — 13,000 70,000 Fixed-rate mortgages payable (3)(4) 1,634 104,954 47,455 45,031 4,389 113,625 317,088 Total maturing debt (5) $ 1,634 $ 104,954 $ 104,455 $ 45,031 $ 104,389 $ 413,625 $ 774,088 (1) Includes only October 1, 2015 through December 31, 2015. (2) As of September 30, 2015 , the interest rate on $387.0 million outstanding under our unsecured credit facility was, effectively, fixed at various interest rates by three interest rate swap agreements with maturities ranging from February 2019 to February 2021 (see Notes 4 and 10). (3) As of September 30, 2015 and December 31, 2014 , the interest rate on one of our variable-rate mortgage notes payable was, in effect, fixed at 5.22% by an interest rate swap agreement. The outstanding principal balance of that variable-rate mortgage note payable was $11.4 million and $11.6 million as of September 30, 2015 and December 31, 2014 , respectively (see Notes 4 and 10). (4) All but $6.2 million of the fixed-rate debt represents loans assumed as part of certain acquisitions. (5) The debt maturity table does not include the assumed below-market debt adjustment. |
Acquired Below-Market Lease Int
Acquired Below-Market Lease Intangibles | 9 Months Ended |
Sep. 30, 2015 | |
Below Market Lease [Abstract] | |
Acquired Below-Market Lease Intangibles | ACQUIRED BELOW-MARKET LEASE INTANGIBLES Amortization recorded on the acquired below-market lease intangible liabilities for the three months ended September 30, 2015 and 2014 was $1.7 million and $1.4 million , respectively. Amortization recorded on the acquired below-market lease intangible liabilities for the nine months ended September 30, 2015 and 2014 was $5.0 million and $3.4 million , respectively. The recorded amortization was an adjustment to rental revenue in the consolidated statements of operations. Estimated future amortization income of the intangible lease liabilities as of September 30, 2015 for the remainder of 2015 , each of the four succeeding calendar years, and thereafter is as follows (in thousands): Year Below-Market Leases October 1 to December 31, 2015 $ 1,628 2016 6,194 2017 5,263 2018 4,220 2019 3,485 2020 and thereafter 20,555 Total $ 41,345 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, we may become subject to litigation or claims. There are no material legal proceedings pending, or known to be contemplated, against us. Environmental Matters In connection with the ownership and operation of real estate, we may be potentially liable for costs and damages related to environmental matters. We record liabilities as they arise related to environmental obligations. We have not been notified by any governmental authority of any material non-compliance, liability or other claim, nor are we aware of any other environmental condition that we believe will have a material impact on our consolidated financial statements. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | 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 derivative financial instruments 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 Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. 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 effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the nine months ended September 30, 2015 , such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. As of September 30, 2015 , we had three interest rate swaps with a notional amount of $387.0 million that were designated as cash flow hedges of interest rate risk. Amounts reported in accumulated other comprehensive income related to these derivatives will be reclassified to interest expense as interest payments are made on the variable-rate debt. During the next 12 months, we estimate that an additional $3.9 million will be reclassified from other comprehensive loss as an increase to interest expense. During the nine months ended September 30, 2014 , we terminated a designated interest rate swap and accelerated the reclassification of amounts in other comprehensive income to earnings as a result of the hedged forecasted transactions becoming probable not to occur. The accelerated amounts resulted in a gain of $690,000 recorded in other income, net in the consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2014 . As a result of the hedged forecasted transaction becoming probable not to occur, the swap was de-designated as a cash flow hedge in February 2014, and a loss of $326,000 was recorded directly in other income, net during the nine months ended September 30, 2014 . Derivatives Not Designated as Hedging Instruments Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of these derivative instruments are recorded directly in other income, net and resulted in a loss of $112,000 and a gain of $41,000 for the three months ended September 30, 2015 and 2014 , respectively. Changes in the fair value of these derivative instruments resulted in losses of $239,000 and $259,000 for the nine months ended September 30, 2015 and 2014 , respectively, including the loss recorded in relation to the aforementioned de-designated swap. Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income (Loss) The table below presents the effect of our derivative financial instruments on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2015 and 2014 , respectively (in thousands). Three Months Ended Nine Months Ended Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) 2015 2014 2015 2014 Amount of loss recognized in other comprehensive loss on interest rate swaps $ 7,644 $ — $ 6,253 $ — Amount of loss reclassified from accumulated other comprehensive loss into interest expense 1,188 — 1,981 — Amount of gain recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) — — — 690 Credit-risk-related Contingent Features We have an agreement with our derivative counterparties that contains a provision 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 September 30, 2015 , the fair value of our derivatives were in a net liability position, including accrued interest, but excluding any adjustment for nonperformance risk related to this agreement. As of September 30, 2015 , we had not posted any collateral related to this agreement. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Economic Dependency —We are dependent on PE-NTR, Phillips Edison & Company Ltd. (the “Property Manager”), and their respective affiliates for certain services that are essential to us, including asset acquisition and disposition decisions, asset management, operating and leasing of our properties, and other general and administrative responsibilities. In the event that PE-NTR, and/or the Property Manager, and their respective affiliates are unable to provide such services, we would be required to find alternative service providers, which could result in higher costs and expenses. Advisory Agreement —Pursuant to the PE-NTR Agreement effective on December 3, 2014, PE-NTR is entitled to specified fees for certain services, including managing our day-to-day activities and implementing our investment strategy. PE-NTR manages our day-to-day affairs and our portfolio of real estate investments subject to the board’s supervision. Expenses are to be reimbursed to PE-NTR based on amounts incurred on our behalf by PE-NTR. Pursuant to the ARC Agreement in effect through December 2, 2014, ARC was entitled to specified fees for certain services, including managing our day-to-day activities and implementing our investment strategy. ARC had entered into a sub-advisory agreement with PE-NTR, who managed our day-to-day affairs and our portfolio of real estate investments on behalf of ARC, subject to the board’s supervision and certain major decisions requiring the consent of PE-NTR and ARC. The expenses to be reimbursed to ARC and PE-NTR were reimbursed in proportion to the amount of expenses incurred on our behalf by ARC and PE-NTR, respectively. On October 1, 2015, we entered into amended agreements to revise certain fees that are paid to PE-NTR in consideration for the advisory services that PE-NTR provides to us. Beginning October 1, 2015, we no longer pay a 0.75% financing fee to PE-NTR. The asset management fee remains at 1% of the cost of our assets, but is paid 80% in cash and 20% in Class B units of the Operating Partnership. These changes were effectuated by entering into a first amendment to the PE-NTR Agreement and a first amendment to the Partnership Agreement. Organization and Offering Costs —Under the terms of the ARC Agreement, we were to reimburse, on a monthly basis, PE-NTR, ARC or their respective affiliates for cumulative organization and offering costs and future organization and offering costs they might incur on our behalf, but only to the extent that the reimbursement would not exceed 1.5% of gross offering proceeds over the life of our primary initial public offering and our DRIP offering. Summarized below are the cumulative organization and offering costs charged by and the cumulative costs reimbursed to PE-NTR, ARC and their affiliates as of September 30, 2015 and December 31, 2014 , and any related amounts unpaid as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Total organization and offering costs charged $ 27,104 $ 27,104 Total organization and offering costs reimbursed 27,104 27,029 Total unpaid organization and offering costs (1) $ — $ 75 (1) Certain of these cumulative organization and offering costs were charged to us by ARC. The net payable of $75 was due to ARC as of December 31, 2014 . Acquisition Fee —We pay PE-NTR under the PE-NTR Agreement and we paid ARC under the ARC Agreement an acquisition fee related to services provided in connection with the selection and purchase or origination of real estate and real estate-related investments. The acquisition fee is equal to 1.0% of the cost of investments we acquire or originate, including any debt attributable to such investments. Acquisition Expenses —We reimburse PE-NTR for expenses actually incurred related to selecting, evaluating, and acquiring assets on our behalf. During the nine months ended September 30, 2015 and 2014 , we reimbursed PE-NTR for personnel costs related to due diligence services for assets we acquired during the period. Asset Management Subordinated Participation —Within 60 days after the end of each calendar quarter (subject to the approval of our board of directors), we pay an asset management subordinated participation by issuing a number of restricted operating partnership units designated as Class B Units to PE-NTR and ARC equal to: (i) the product of (x) the cost of our assets multiplied by (y) 0.25% (0.05% effective on October 1, 2015); divided by (ii) the most recent primary offering price for a share of our common stock as of the last day of such calendar quarter less any selling commissions and dealer manager fees that would have been payable in connection with that offering. Effective October 1, 2015, in addition to the adjustment noted above, we also pay a cash asset management fee to PE-NTR, on a monthly basis in arrears, in the amount of 0.06667% multiplied by the cost of our assets as of the last day of the preceding monthly period. PE-NTR and ARC are entitled to receive distributions on the Class B units and OP units they receive in connection with their asset management subordinated participation at the same rate as distributions are paid to common stockholders. Such distributions are in addition to the incentive fees that PE-NTR, ARC and their affiliates may receive from us. On December 3, 2014, we terminated the ARC Agreement. As a result, 2.8 million Class B units issued in connection with asset management services provided as of that date vested upon our determination that the requisite economic hurdle had been met on the same date. Such economic hurdle required that the value of the Operating Partnership’s assets plus all distributions made equaled or exceeded the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon. We continue to issue Class B units to PE-NTR and ARC in connection with the asset management services provided by PE-NTR under the PE-NTR Agreement. Such Class B units will not vest until the economic hurdle is met in conjunction with (i) a termination of the PE-NTR Agreement by our independent directors without cause, (ii) a listing event, or (iii) a liquidity event; provided that PE-NTR serves as our advisor at the time of any of the foregoing events. During the nine months ended September 30, 2015 , the Operating Partnership issued 0.4 million Class B units to PE-NTR and ARC under the ARC Agreement for the asset management services performed by PE-NTR and ARC during the period from October 1, 2014 to December 3, 2014, and 1.4 million Class B units to PE-NTR and ARC under the PE-NTR Agreement for the asset management services performed by PE-NTR during the period from December 3, 2014 through June 30, 2015. Financing Fee— We pay PE-NTR under the PE-NTR Agreement and we paid ARC under the ARC Agreement a financing fee equal to 0.75% of all amounts made available under any loan or line of credit. Effective October 1, 2015, this fee was terminated as part of the previously mentioned first amendment to the PE-NTR Agreement. Disposition Fee —We pay PE-NTR under the PE-NTR Agreement and we paid ARC under the ARC Agreement for substantial assistance by PE-NTR, ARC or any of their affiliates in connection with the sale of properties or other investments, 2.0% of the contract sales price of each property or other investment sold. The conflicts committee of our board of directors determines whether PE-NTR, ARC or their respective affiliates have provided substantial assistance to us in connection with the sale of an asset. Substantial assistance in connection with the sale of a property includes PE-NTR, ARC or their respective affiliates’ preparation of an investment package for the property (including an investment analysis, rent rolls, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or such other substantial services performed by PE-NTR, ARC or their respective affiliates in connection with a sale. However, if we sold an asset to an affiliate, our organizational documents would prohibit us from paying a disposition fee to PE-NTR, ARC or their respective affiliates. General and Administrative Expenses —As of September 30, 2015 and December 31, 2014 , we owed PE-NTR $62,000 and $26,000 , respectively, for general and administrative expenses paid on our behalf. As of September 30, 2015 , PE-NTR had not allocated any portion of its employees’ salaries to general and administrative expenses. Summarized below are the fees earned by and the expenses reimbursable to PE-NTR and ARC, except for organization and offering costs and general and administrative expenses, which we disclose above, for the three and nine months ended September 30, 2015 and 2014 and any related amounts unpaid as of September 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Nine Months Ended Unpaid Amount as of September 30, September 30, September 30, December 31, 2015 2014 2015 2014 2015 2014 Acquisition fees (1) $ 102 $ 1,651 1,185 7,654 $ — $ — Acquisition expenses (1) 18 237 180 905 — — OP units distribution (2) 452 — 1,350 — 312 — Class B units distribution (3) 200 281 311 598 158 135 Financing fees (4) 3,048 334 3,228 1,376 — — Disposition fees (5) 21 — 21 — — — Total $ 3,841 $ 2,503 $ 6,275 $ 10,533 $ 470 $ 135 (1) The acquisition fees and expenses are presented as acquisition expenses on the consolidated statements of operations. (2) The distributions paid to holders of OP units are presented as distributions to noncontrolling interests on the consolidated statements of equity. (3) The distributions paid to holders of unvested Class B units are presented as general and administrative expense on the consolidated statements of operations. (4) Financing fees are presented as deferred financing expense on the consolidated balance sheets and amortized over the term of the related loan. (5) Disposition fees are presented as other income on the consolidated statements of operations. Subordinated Participation in Net Sales Proceeds— The Operating Partnership may pay to Phillips Edison Special Limited Partner LLC (the “Special Limited Partner”) a subordinated participation in the net sales proceeds of the sale of real estate assets equal to 15.0% of remaining net sales proceeds after return of capital contributions to stockholders plus payment to stockholders of a 7.0% cumulative, pre-tax, non-compounded return on the capital contributed by stockholders. ARC has a 15.0% interest and PE-NTR has an 85.0% interest in the Special Limited Partner. No subordinated participation in net sales proceeds has been paid to date. Subordinated Incentive Listing Distribution —The Operating Partnership may pay to the Special Limited Partner a subordinated incentive listing distribution upon the listing of our common stock on a national securities exchange. Such incentive listing distribution is equal to 15.0% of the amount by which the market value of all of our issued and outstanding common stock plus distributions exceeds the aggregate capital contributed by stockholders plus an amount equal to a 7.0% cumulative, pre-tax non-compounded annual return to stockholders. Neither the Special Limited Partner nor any of its affiliates can earn both the subordinated participation in net sales proceeds and the subordinated incentive listing distribution. No subordinated incentive listing distribution has been earned to date. Subordinated Distribution Upon Termination of the Advisor Agreement —Upon termination or non-renewal of the PE-NTR Agreement, the Special Limited Partner shall be entitled to a subordinated termination distribution in the form of a non-interest bearing promissory note equal to 15.0% of the amount by which the cost of our assets plus distributions exceeds the aggregate capital contributed by stockholders plus an amount equal to a 7.0% cumulative, pre-tax non-compounded annual return to stockholders. In addition, the Special Limited Partner may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or a liquidity event occurs. No such termination has occurred to date. Property Manager —All of our real properties are managed and leased by the Property Manager. The Property Manager is wholly owned by our Phillips Edison sponsor. The Property Manager also manages real properties acquired by the Phillips Edison affiliates or other third parties. Property Management Fee —Commencing June 1, 2014, the amount we pay to the Property Manager in monthly property management fees decreased from 4.5% to 4.0% of the monthly gross cash receipts from the properties managed by the Property Manager. Leasing Commissions —In addition to the property management fee, if the Property Manager provides leasing services with respect to a property, we pay the Property Manager leasing fees in an amount equal to the leasing fees charged by unaffiliated persons rendering comparable services based on national market rates. The Property Manager shall be paid a leasing fee in connection with a tenant’s exercise of an option to extend an existing lease, and the leasing fees payable to the Property Manager may be increased by up to 50% in the event that the Property Manager engages a co-broker to lease a particular vacancy. We reimburse the costs and expenses incurred by the Property Manager on our behalf, including employee compensation, legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties, as well as fees and expenses of third-party accountants. Construction Management Fee —If we engage the Property Manager to provide construction management services with respect to a particular property, we pay a construction management fee in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the property. Other Fees and Reimbursements —The Property Manager hires, directs and establishes policies for employees who have direct responsibility for the operations of each real property it manages, which may include, but is not limited to, on-site managers and building and maintenance personnel. Certain employees of the Property Manager may be employed on a part-time basis and may also be employed by PE-NTR or certain of its affiliates. The Property Manager also directs the purchase of equipment and supplies and will supervise all maintenance activity. Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three and nine months ended September 30, 2015 and 2014 and any related amounts unpaid as of September 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Nine Months Ended Unpaid Amount as of September 30, September 30, September 30, December 31, 2015 2014 2015 2014 2015 2014 Property management fees (1) $ 2,272 $ 1,895 $ 6,864 $ 5,202 $ 686 $ 474 Leasing commissions (2) 992 1,062 5,012 2,770 196 191 Construction management fees (2) 345 191 756 441 111 73 Other fees and reimbursements (3) 1,334 766 3,355 1,504 737 — Total $ 4,943 $ 3,914 $ 15,987 $ 9,917 $ 1,730 $ 738 (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 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 and general and administrative on the consolidated statements of operations. Share Purchases by PE-NTR —PE-NTR agreed to purchase on a monthly basis sufficient shares sold in our public offering such that the total shares owned by PE-NTR was equal to at least 0.10% of our outstanding shares (excluding shares issued after the commencement of, and outside of, the initial public offering) at the end of each immediately preceding month. PE-NTR purchased shares at a purchase price of $9.00 per share, reflecting no dealer manager fee or selling commissions paid on such shares. As of September 30, 2015 , PE-NTR owned 176,509 shares of our common stock, or approximately 0.10% of our common stock issued during our initial public offering period, which closed on February 7, 2014. PE-NTR may not sell any of these shares while serving as our advisor. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2015 | |
Leases, Operating [Abstract] | |
Operating Leases | 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 rentals to be received under non-cancelable operating leases in effect at September 30, 2015 , assuming no new or renegotiated leases or option extensions on lease agreements, are as follows (in thousands): Year Amount October 1 to December 31, 2015 $ 45,648 2016 172,416 2017 157,500 2018 139,063 2019 116,343 2020 and thereafter 482,672 Total $ 1,113,642 No single tenant comprised 10% or more of our aggregate annualized effective rent as of September 30, 2015 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Distributions to Stockholders Distributions equal to a daily amount of $0.00183562 per share of common stock outstanding were paid subsequent to September 30, 2015 to the stockholders of record from September 1, 2015 through October 31, 2015 as follows (in thousands): Distribution Period Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution September 1, 2015 through September 30, 2015 10/1/2015 $ 10,212 $ 5,218 $ 4,994 October 1, 2015 through October 31, 2015 11/2/2015 10,470 5,289 5,181 On November 3, 2015 , our board of directors authorized distributions to the stockholders of record at the close of business each day in the period commencing November 1, 2015 through and including December 31, 2015. The authorized distributions equal a daily amount of $0.00183562 per share of common stock, par value $0.01 per share. Advisory Agreement On November 3, 2015, the conflicts committee of our board of directors approved the renewal of the PE-NTR Agreement for an additional one year period through December 3, 2016. There were no other changes to the PE-NTR Agreement in connection with its renewal. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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 this Quarterly Report on Form 10-Q should refer to the audited consolidated financial statements of Phillips Edison Grocery Center REIT I, Inc. for the year ended December 31, 2014 , which are included in our 2014 Annual Report on Form 10-K, as certain footnote disclosures contained in such audited consolidated financial statements have been omitted from this Quarterly Report on Form 10-Q. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation have been included in this Quarterly Report. Our results of operations for the three and nine months ended September 30, 2015 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. |
Redeemable Common Stock | Redeemable Common Stock —We offer a share repurchase program which may allow certain stockholders to have their shares repurchased subject to certain limitations and restrictions (see Note 3). Under our share repurchase program, the maximum amount of common stock that we may repurchase, at the shareholders’ election, during any calendar year is limited, among other things, to the lesser of 5% of the weighted-average number of shares outstanding during the prior calendar year or the proceeds from the DRIP during the preceding four fiscal quarters. The maximum amount is reduced each reporting period by the current year share repurchases to date. We record amounts that may be repurchased under the share repurchase program as redeemable common stock outside of permanent equity in our consolidated balance sheets because repurchases are at the option of the holders and are not solely within our control. Changes in the amount of redeemable common stock from period to period are recorded as an adjustment to equity through additional paid-in capital. We account for our mandatory obligation to repurchase shares as a liability to be reported at settlement value. When shares are presented for repurchase, we will reclassify such obligations from redeemable common stock to a liability based upon their respective settlement values. |
Earnings Per Share | Earnings Per Share —The Operating Partnership issues limited partnerships units that are designated as Class B units and Operating Partnership units (“OP units”). Class B units and OP units held by limited partners other than the Company are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents and they have the potential to be exchanged for shares of our common stock in accordance with the terms of the Operating Partnership’s Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). The impact of these Class B units and OP units on basic and diluted earnings per common share (“EPS”) has been calculated using the two-class method whereby earnings are allocated to the Class B units 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 September 30, 2015 and 2014. Diluted EPS reflects the potential dilution that could occur from other share equivalent activity. Since the OP units are fully vested, they were included in the diluted net income per share computations for the three and nine months ended September 30, 2015 . However, as vesting of the Class B units is contingent upon a market condition and service condition, unvested Class B units were not included in the diluted net income (loss) per share computations since the satisfaction of the market or service condition was not probable as of September 30, 2015 and 2014 . |
Reclassifications | Reclassifications —The following line items on our consolidated statement of cash flows for the nine months ended September 30, 2014 were reclassified to conform to the current year presentation: • The loss on disposal of real estate assets and the loss on write-off of unamortized debt issuance costs and capitalized leasing commissions were reclassified to other; • The change in accounts receivable and the change in prepaid expenses and other were reclassified to the change in other assets; and • The change in accounts payable and the change in accrued and other liabilities were reclassified to the change in accounts payable and other liabilities. |
Impact of Recently Issued Accounting Pronouncements | Impact of Recently Issued Accounting Pronouncements —The following table provides a brief description of recent 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 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis This update amends the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It may be adopted either retrospectively or on a modified retrospective basis. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We do not expect the adoption of this pronouncement to have a material impact on our consolidated financial statements. ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs This update amends existing guidance to require the presentation of certain debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We expect that the adoption of this pronouncement will result in the presentation of certain debt issuance costs, which are currently included in deferred financing expense (net) in our consolidated balance sheets, as a direct deduction from the carrying amount of the related debt instrument. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table provides a brief description of recent 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 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis This update amends the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It may be adopted either retrospectively or on a modified retrospective basis. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We do not expect the adoption of this pronouncement to have a material impact on our consolidated financial statements. ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs This update amends existing guidance to require the presentation of certain debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We expect that the adoption of this pronouncement will result in the presentation of certain debt issuance costs, which are currently included in deferred financing expense (net) in our consolidated balance sheets, as a direct deduction from the carrying amount of the related debt instrument. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Share Repurchase Program | The following table presents the activity of the share repurchase program for the three and nine months ended September 30, 2015 and 2014 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Shares repurchased 2,630 136 3,275 223 Cost of repurchases $ 26,351 $ 1,328 $ 32,535 $ 2,180 Average repurchase price $ 10.02 $ 9.75 $ 9.94 $ 9.76 |
Share Repurchase Program, Repurchase Obligations | Below is a summary of our obligation to repurchase shares of common stock recorded as a component of accounts payable and other liabilities on our consolidated balance sheets as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Shares submitted for repurchase 15 177 Liability recorded $ 156 $ 1,669 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Inputs, Liabilities, Quantitative Information | The following is a summary of discount rates and borrowings as of September 30, 2015 and December 31, 2014 (dollars in thousands): September 30, 2015 December 31, 2014 Discount rates: Fixed-rate debt 3.25 % 3.40 % Secured variable-rate debt 2.03 % 2.48 % Unsecured variable-rate debt 1.45% - 1.50% 1.93 % Borrowings: Fair value $ 797,620 $ 665,982 Recorded value 781,193 650,462 |
Fair Value, Liabilities Measured on a Recurring Basis | The fair value measurements of our financial liability as of September 30, 2015 and December 31, 2014 is as follows (in thousands): September 30, 2015 December 31, 2014 Derivative liability designated as hedging instruments: Interest rate swaps - unsecured credit facility $ 4,272 $ — Derivative liability not designated as hedging instrument: Interest rate swap - mortgage note 576 560 |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | For the nine months ended September 30, 2015 and 2014 , we allocated the purchase price of acquisitions to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2015 2014 Land and improvements $ 37,369 $ 233,253 Building and improvements 73,778 472,669 Acquired in-place leases 11,121 67,341 Acquired above-market leases 1,241 17,049 Acquired below-market leases (3,901 ) (19,442 ) Total assets and lease liabilities acquired 119,608 770,870 Fair value of assumed debt at acquisition 31,743 189,006 Net assets acquired $ 87,865 $ 581,864 |
Schedule of Finite-lived Intangible Assets Acquired as Part of Business Combination | The weighted-average amortization periods for acquired in-place lease, above-market lease, and below-market lease intangibles acquired during the nine months ended September 30, 2015 and 2014 are as follows (in years): 2015 2014 Acquired in-place leases 14 7 Acquired above-market leases 9 10 Acquired below-market leases 19 11 |
Real Estate Acquisitions, Operating Activities Since Acquisition Date | The amounts recognized for revenues, acquisition expenses and net loss from each respective acquisition date to September 30, 2015 and 2014 related to the operating activities of our acquisitions are as follows (in thousands): September 30, 2015 September 30, 2014 Revenues $ 5,680 $ 29,976 Acquisition expenses 2,078 15,116 Net loss 1,406 12,153 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if all of our acquisitions for 2014 and 2015 had been acquired on January 1, 2014 . Acquisition expenses related to each respective acquisition are not expected to have a continuing impact and, therefore, have been excluded from these pro forma results. 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 transactions occurred at the beginning of the period, nor does it purport to represent the results of future operations. Three Months Ended Nine Months Ended (in thousands) 2015 2014 2015 2014 Pro forma revenues $ 61,539 $ 58,661 $ 181,903 $ 176,359 Pro forma net income attributable to stockholders 5,914 6,786 19,457 20,487 |
Acquired Intangible Assets (Tab
Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Acquired Intangible Assets | Acquired intangible lease assets consisted of the following as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Acquired in-place leases $ 193,811 $ 182,690 Acquired above-market leases 39,152 37,911 Total acquired intangible lease assets 232,963 220,601 Accumulated amortization (70,903 ) (43,915 ) Net acquired intangible lease assets $ 162,060 $ 176,686 |
Finite-lived Intangible Assets Amortization Expense | Summarized below is the amortization recorded on the intangible assets for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Acquired in-place leases (1) $ 7,557 $ 6,700 $ 22,536 $ 17,398 Acquired above-market leases (2) 1,477 1,350 4,452 3,582 Total $ 9,034 $ 8,050 $ 26,988 $ 20,980 (1) Amortization recorded on acquired in-place leases was included in depreciation and amortization in the consolidated statements of operations. (2) Amortization recorded on acquired above-market leases was an adjustment to rental revenue in the consolidated statements of operations. |
Schedule of Acquired Intangible Assets, Future Amortization Expense | Estimated future amortization on the respective acquired intangible lease assets as of September 30, 2015 for the remainder of 2015 , each of the four succeeding calendar years, and thereafter is as follows (in thousands): Year In-Place Leases Above-Market Leases October 1 to December 31, 2015 $ 7,440 $ 1,367 2016 27,893 4,967 2017 24,942 4,144 2018 19,749 3,361 2019 14,579 2,605 2020 and thereafter 41,708 9,305 Total $ 136,311 $ 25,749 |
Mortgages and Loans Payable (Ta
Mortgages and Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Assumed Debt | The table below summarizes our loan assumptions in conjunction with property acquisitions for the nine months ended September 30, 2015 and 2014 (dollars in thousands): 2015 2014 Number of properties acquired with loan assumptions (1) 5 15 Carrying value of assumed debt at acquisition $ 30,466 $ 183,506 Fair value of assumed debt at acquisition 31,743 189,006 (1) In addition to the five properties acquired with loan assumptions during the nine months ended September 30, 2015 , we assumed a loan related to the acquisition of a strip center adjacent to a previously acquired grocery-anchored retail center. |
Schedule of Debt Obligations | The following is a summary of our debt obligations as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Unsecured credit facility - fixed-rate (1)(2) $ 387,000 $ — Unsecured credit facility - variable-rate (2) 70,000 291,700 Fixed-rate mortgages payable (3)(4) 317,088 350,922 Assumed below-market debt adjustment, net 7,105 7,840 Total $ 781,193 $ 650,462 (1) As of September 30, 2015 , the interest rate on $387.0 million outstanding under our unsecured credit facility was, effectively, fixed at various interest rates by three interest rate swap agreements with maturities ranging from February 2019 to February 2021 (see Notes 4 and 10). (2) The gross borrowings under our credit facility were $196.8 million during the nine months ended September 30, 2015 . The gross payments on our credit facility were $31.5 million during the nine months ended September 30, 2015 . (3) Due to the non-recourse nature of certain mortgages, the assets and liabilities of certain properties are neither available to pay the debts of the consolidated property-holding limited liability companies nor constitute obligations of such consolidated limited liability companies as of September 30, 2015 . The outstanding principal balance of these non-recourse mortgages as of September 30, 2015 and December 31, 2014 was $220.9 million and $252.1 million , respectively. (4) As of September 30, 2015 and December 31, 2014 , the interest rate on one of our variable-rate mortgage notes payable was, in effect, fixed at 5.22% by an interest rate swap agreement. The outstanding principal balance of that variable-rate mortgage note payable was $11.4 million and $11.6 million as of September 30, 2015 and December 31, 2014 , respectively (see Notes 4 and 10). |
Schedule of Maturities of Long-term Debt | Below is a listing of our maturity schedule, adjusted for the subsequent borrowings under the Term Loans as discussed above, with the respective principal payment obligations (in thousands): 2015 (1) 2016 2017 2018 2019 Thereafter Total Unsecured credit facility - fixed-rate (2) $ — $ — $ — $ — $ 100,000 $ 287,000 $ 387,000 Unsecured credit facility - variable-rate — — 57,000 — — 13,000 70,000 Fixed-rate mortgages payable (3)(4) 1,634 104,954 47,455 45,031 4,389 113,625 317,088 Total maturing debt (5) $ 1,634 $ 104,954 $ 104,455 $ 45,031 $ 104,389 $ 413,625 $ 774,088 (1) Includes only October 1, 2015 through December 31, 2015. (2) As of September 30, 2015 , the interest rate on $387.0 million outstanding under our unsecured credit facility was, effectively, fixed at various interest rates by three interest rate swap agreements with maturities ranging from February 2019 to February 2021 (see Notes 4 and 10). (3) As of September 30, 2015 and December 31, 2014 , the interest rate on one of our variable-rate mortgage notes payable was, in effect, fixed at 5.22% by an interest rate swap agreement. The outstanding principal balance of that variable-rate mortgage note payable was $11.4 million and $11.6 million as of September 30, 2015 and December 31, 2014 , respectively (see Notes 4 and 10). (4) All but $6.2 million of the fixed-rate debt represents loans assumed as part of certain acquisitions. (5) The debt maturity table does not include the assumed below-market debt adjustment. |
Acquired Below-Market Lease I28
Acquired Below-Market Lease Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Below Market Lease [Abstract] | |
Acquired Below-Market Leases, Future Amortization | Estimated future amortization income of the intangible lease liabilities as of September 30, 2015 for the remainder of 2015 , each of the four succeeding calendar years, and thereafter is as follows (in thousands): Year Below-Market Leases October 1 to December 31, 2015 $ 1,628 2016 6,194 2017 5,263 2018 4,220 2019 3,485 2020 and thereafter 20,555 Total $ 41,345 |
Derivatives and Hedging Activ29
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Effect of Derivative Instruments | The table below presents the effect of our derivative financial instruments on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2015 and 2014 , respectively (in thousands). Three Months Ended Nine Months Ended Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) 2015 2014 2015 2014 Amount of loss recognized in other comprehensive loss on interest rate swaps $ 7,644 $ — $ 6,253 $ — Amount of loss reclassified from accumulated other comprehensive loss into interest expense 1,188 — 1,981 — Amount of gain recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) — — — 690 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Summary of Organization and Offering Costs | Summarized below are the cumulative organization and offering costs charged by and the cumulative costs reimbursed to PE-NTR, ARC and their affiliates as of September 30, 2015 and December 31, 2014 , and any related amounts unpaid as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 December 31, 2014 Total organization and offering costs charged $ 27,104 $ 27,104 Total organization and offering costs reimbursed 27,104 27,029 Total unpaid organization and offering costs (1) $ — $ 75 (1) Certain of these cumulative organization and offering costs were charged to us by ARC. The net payable of $75 was due to ARC as of December 31, 2014 . |
Advisor Transactions | Summarized below are the fees earned by and the expenses reimbursable to PE-NTR and ARC, except for organization and offering costs and general and administrative expenses, which we disclose above, for the three and nine months ended September 30, 2015 and 2014 and any related amounts unpaid as of September 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Nine Months Ended Unpaid Amount as of September 30, September 30, September 30, December 31, 2015 2014 2015 2014 2015 2014 Acquisition fees (1) $ 102 $ 1,651 1,185 7,654 $ — $ — Acquisition expenses (1) 18 237 180 905 — — OP units distribution (2) 452 — 1,350 — 312 — Class B units distribution (3) 200 281 311 598 158 135 Financing fees (4) 3,048 334 3,228 1,376 — — Disposition fees (5) 21 — 21 — — — Total $ 3,841 $ 2,503 $ 6,275 $ 10,533 $ 470 $ 135 (1) The acquisition fees and expenses are presented as acquisition expenses on the consolidated statements of operations. (2) The distributions paid to holders of OP units are presented as distributions to noncontrolling interests on the consolidated statements of equity. (3) The distributions paid to holders of unvested Class B units are presented as general and administrative expense on the consolidated statements of operations. (4) Financing fees are presented as deferred financing expense on the consolidated balance sheets and amortized over the term of the related loan. (5) Disposition fees are presented as other income 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 nine months ended September 30, 2015 and 2014 and any related amounts unpaid as of September 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Nine Months Ended Unpaid Amount as of September 30, September 30, September 30, December 31, 2015 2014 2015 2014 2015 2014 Property management fees (1) $ 2,272 $ 1,895 $ 6,864 $ 5,202 $ 686 $ 474 Leasing commissions (2) 992 1,062 5,012 2,770 196 191 Construction management fees (2) 345 191 756 441 111 73 Other fees and reimbursements (3) 1,334 766 3,355 1,504 737 — Total $ 4,943 $ 3,914 $ 15,987 $ 9,917 $ 1,730 $ 738 (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 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 and general and administrative on the consolidated statements of operations. |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Approximate future rentals to be received under non-cancelable operating leases in effect at September 30, 2015 , assuming no new or renegotiated leases or option extensions on lease agreements, are as follows (in thousands): Year Amount October 1 to December 31, 2015 $ 45,648 2016 172,416 2017 157,500 2018 139,063 2019 116,343 2020 and thereafter 482,672 Total $ 1,113,642 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Event [Line Items] | |
Dividends Paid | Distributions equal to a daily amount of $0.00183562 per share of common stock outstanding were paid subsequent to September 30, 2015 to the stockholders of record from September 1, 2015 through October 31, 2015 as follows (in thousands): Distribution Period Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution September 1, 2015 through September 30, 2015 10/1/2015 $ 10,212 $ 5,218 $ 4,994 October 1, 2015 through October 31, 2015 11/2/2015 10,470 5,289 5,181 |
Organization (Details)
Organization (Details) | Sep. 30, 2015Properties |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of real estate properties owned | 147 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details) - shares shares in Millions | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
Accounting Policies [Abstract] | |||
Stock repurchase program, number of shares authorized to be repurchased, percentage of weighted-average shares | 5.00% | ||
OP units vested and outstanding | 2.8 | 2.8 | |
Class B units of the Operating Partnership, unvested and outstanding | 1.4 | 1.8 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||||||
Stock Redeemed or Called During Period, Value | $ 31,022 | $ 2,104 | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, shares issued | 187,600,000 | 187,600,000 | ||||
Common stock, including additional paid in capital | $ 1,860,000 | $ 1,860,000 | ||||
Common stock, shares outstanding | 183,889,000 | 183,889,000 | 182,131,000 | |||
Common stock repurchased since inception | 3,700,000 | 3,700,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Share Price | $ 10.20 | $ 10.20 | ||||
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 of directors. Our charter does not provide for cumulative voting in the election of directors. | |||||
Distributions reinvested | $ 48,185 | 46,986 | ||||
Dividend Reinvestment Plan | ||||||
Class of Stock [Line Items] | ||||||
Remaining shares under the DRIP | 18,200,000 | 18,200,000 | ||||
Initial purchase price per share under the DRIP | $ 9.50 | $ 9.50 | ||||
Share Price | $ 10.20 | $ 10.20 | ||||
Distributions reinvested | $ 16,200 | $ 16,000 | $ 48,200 | $ 47,000 | ||
Share Repurchase Program | ||||||
Class of Stock [Line Items] | ||||||
Share Price | $ 10.20 | $ 10.20 | ||||
Share repurchase notice days | 5 days | |||||
Share repurchase plan termination notice days | 30 days | |||||
Share repurchase withdrawal notice days | 5 days | |||||
Shares repurchased | 2,630,000 | 136,000 | 3,275,000 | 223,000 | ||
Cost of repurchases | $ 26,351 | $ 1,328 | $ 32,535 | $ 2,180 | ||
Average repurchase price | $ 10.02 | $ 9.75 | $ 9.94 | $ 9.76 | ||
Shares submitted for repurchase | 15,000 | 15,000 | 177,000 | |||
Liability recorded | $ 156 | $ 156 | $ 1,669 | |||
Share Repurchase Program | Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Stock Redeemed or Called During Period, Value | $ 41,100 | |||||
Stock redeemed during period in excess of funding limit, value | $ 10,800 | |||||
Class B units | ||||||
Class of Stock [Line Items] | ||||||
Class B units of Operating Partnership, issued | 400,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) Mortgages and Loans Payable - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value Inputs, Liabilities, Quantitative Information | ||
Recorded value of mortgages and loans payable | $ 781,193 | $ 650,462 |
Fair Value, Level 3 Inputs | ||
Fair Value Inputs, Liabilities, Quantitative Information | ||
Fair value of mortgages and loans payable | $ 797,620 | $ 665,982 |
Fixed-rate debt | ||
Fair Value Inputs, Liabilities, Quantitative Information | ||
Fair value inputs, discount rate | 3.25% | 3.40% |
Secured variable-rate debt | ||
Fair Value Inputs, Liabilities, Quantitative Information | ||
Fair value inputs, discount rate | 2.03% | 2.48% |
Unsecured variable-rate debt | ||
Fair Value Inputs, Liabilities, Quantitative Information | ||
Fair value inputs, discount rate | 1.93% | |
Minimum | Unsecured variable-rate debt | ||
Fair Value Inputs, Liabilities, Quantitative Information | ||
Fair value inputs, discount rate | 1.45% | |
Maximum | Unsecured variable-rate debt | ||
Fair Value Inputs, Liabilities, Quantitative Information | ||
Fair value inputs, discount rate | 1.50% |
Fair Value Measurements (Deta37
Fair Value Measurements (Details) - Derivative Instruments - Interest Rate Swap - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Not Designated as Hedging Instrument | ||
Fair Value, Liabilities Measured on Recurring Basis | ||
Number of interest rate swap agreements | 1 | |
Derivative, notional amount | $ 11,400 | $ 11,600 |
Swap agreement interest rate | 5.22% | |
Not Designated as Hedging Instrument | Fair value, Level 2 inputs | ||
Fair Value, Liabilities Measured on Recurring Basis | ||
Interest rate swap - derivative liability | $ 576 | 560 |
Designated as Hedging Instrument | ||
Fair Value, Liabilities Measured on Recurring Basis | ||
Number of interest rate swap agreements | 3 | |
Derivative, notional amount | $ 387,000 | |
Portion of hedged debt | 387,000 | |
Designated as Hedging Instrument | Fair value, Level 2 inputs | ||
Fair Value, Liabilities Measured on Recurring Basis | ||
Interest rate swap - derivative liability | $ 4,272 | $ 0 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Business Acquisition [Line Items] | ||
Business acquisition, cost of acquired entity, debt assumed | $ 30,466 | $ 183,506 |
Fair value of assumed debt at acquisition | $ 31,743 | $ 189,006 |
Series of individually immaterial business acquisitions | ||
Business Acquisition [Line Items] | ||
Number of properties acquired during period | 9 | 48 |
Number of non-grocery anchored properties acquired during period | 1 | 1 |
Business acquisition, cost of acquired entity, purchase price | $ 119,608 | $ 770,870 |
Business acquisition, cost of acquired entity, debt assumed | 30,500 | 183,500 |
Fair value of assumed debt at acquisition | $ 31,743 | $ 189,006 |
Real Estate Acquisitions (Det39
Real Estate Acquisitions (Details) - Allocation - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | ||
Fair value of assumed debt at acquisition | $ 31,743 | $ 189,006 |
Series of individually immaterial business acquisitions | ||
Business Acquisition [Line Items] | ||
Land and improvements | 37,369 | 233,253 |
Building and improvements | 73,778 | 472,669 |
Acquired below-market leases | (3,901) | (19,442) |
Business acquisition, cost of acquired entity, purchase price | 119,608 | 770,870 |
Fair value of assumed debt at acquisition | 31,743 | 189,006 |
Net assets acquired | 87,865 | 581,864 |
Acquired in-place leases | Series of individually immaterial business acquisitions | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangibles | 11,121 | 67,341 |
Acquired above-market leases | Series of individually immaterial business acquisitions | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangibles | $ 1,241 | $ 17,049 |
Real Estate Acquisitions (Deta
Real Estate Acquisitions (Details) - Weighted-average amortization - Series of individually immaterial business acquisitions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Acquired in-place leases | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangible assets, weighted average useful life | 14 years | 7 years |
Acquired above-market leases | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangible assets, weighted average useful life | 9 years | 10 years |
Acquired below-market leases | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangible assets, weighted average useful life | 19 years | 11 years |
Real Estate Acquisitions (Det41
Real Estate Acquisitions (Details) - Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Acquisition expenses | $ 836 | $ 3,785 | $ 4,058 | $ 15,096 |
Series of individually immaterial business acquisitions | ||||
Business Acquisition [Line Items] | ||||
Revenues | 5,680 | 29,976 | ||
Acquisition expenses | 2,078 | 15,116 | ||
Net loss | $ 1,406 | $ 12,153 |
Real Estate Acquisitions (Det42
Real Estate Acquisitions (Details) - Pro Forma - Series of individually immaterial business acquisitions - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Pro forma revenues | $ 61,539 | $ 58,661 | $ 181,903 | $ 176,359 |
Pro forma net income attributable to stockholders | $ 5,914 | $ 6,786 | $ 19,457 | $ 20,487 |
Acquired Intangible Assets (Det
Acquired Intangible Assets (Details) - Period Ending - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible lease assets | $ 232,963 | $ 220,601 |
Accumulated amortization | (70,903) | (43,915) |
Net acquired intangible lease assets | 162,060 | 176,686 |
Acquired in-place leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible lease assets | 193,811 | 182,690 |
Net acquired intangible lease assets | 136,311 | |
Acquired above-market leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible lease assets | 39,152 | $ 37,911 |
Net acquired intangible lease assets | $ 25,749 |
Acquired Intangible Assets (D44
Acquired Intangible Assets (Details) - Amortization Expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, amortization | $ 9,034 | $ 8,050 | $ 26,988 | $ 20,980 | |
Acquired in-place leases | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, amortization | [1] | 7,557 | 6,700 | 22,536 | 17,398 |
Acquired above-market leases | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, amortization | [2] | $ 1,477 | $ 1,350 | $ 4,452 | $ 3,582 |
[1] | Amortization recorded on acquired in-place leases was included in depreciation and amortization in the consolidated statements of operations. | ||||
[2] | Amortization recorded on acquired above-market leases was an adjustment to rental revenue in the consolidated statements of operations. |
Acquired Intangible Assets (D45
Acquired Intangible Assets (Details) - Future Amortization - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Net acquired intangible lease assets | $ 162,060 | $ 176,686 |
Acquired in-place leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
October 1 to December 31, 2015 | 7,440 | |
2,016 | 27,893 | |
2,017 | 24,942 | |
2,018 | 19,749 | |
2,019 | 14,579 | |
2020 and thereafter | 41,708 | |
Net acquired intangible lease assets | 136,311 | |
Acquired above-market leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
October 1 to December 31, 2015 | 1,367 | |
2,016 | 4,967 | |
2,017 | 4,144 | |
2,018 | 3,361 | |
2,019 | 2,605 | |
2020 and thereafter | 9,305 | |
Net acquired intangible lease assets | $ 25,749 |
Mortgages and Loans Payable (De
Mortgages and Loans Payable (Details) | 9 Months Ended | ||||
Sep. 30, 2015USD ($) | Nov. 05, 2015USD ($) | Dec. 31, 2014USD ($) | |||
Debt Instrument [Line Items] | |||||
Outstanding principal balance | [1] | $ 774,088,000 | |||
Weighted-average interest rate on debt | 3.73% | 3.68% | |||
Fixed-rate Mortgages Payable | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal balance | [3],[4] | $ 317,088,000 | [1],[2] | $ 350,922,000 | |
Revolving Credit Facility | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Credit facility, current borrowing capacity | 700,000,000 | ||||
Credit facility, outstanding principal balance | $ 457,000,000 | ||||
Basis spread on variable rate | 1.30% | ||||
Debt instrument, number of extension options | 2 | ||||
Term Loan Facility | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Outstanding principal balance | $ 0 | ||||
Subsequent Event | Revolving Credit Facility | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Credit facility, current borrowing capacity | $ 500,000,000 | ||||
Subsequent Event | Term Loan Facility | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Maturity date extension fee, percent | 0.15% | ||||
Outstanding principal balance | $ 400,000,000 | ||||
Term Loans Tranche One | Subsequent Event | Term Loan Facility | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, number of extension options | 2 | ||||
Outstanding principal balance | $ 100,000,000 | ||||
Term Loans Tranche Two | Subsequent Event | Term Loan Facility | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, number of extension options | 1 | ||||
Outstanding principal balance | $ 175,000,000 | ||||
Term Loans Tranche Three | Subsequent Event | Term Loan Facility | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal balance | $ 125,000,000 | ||||
[1] | The debt maturity table does not include the assumed below-market debt adjustment. | ||||
[2] | All but $6.2 million of the fixed-rate debt represents loans assumed as part of certain acquisitions. | ||||
[3] | As of September 30, 2015 and December 31, 2014, the interest rate on one of our variable-rate mortgage notes payable was, in effect, fixed at 5.22% by an interest rate swap agreement. The outstanding principal balance of that variable-rate mortgage note payable was $11.4 million and $11.6 million as of September 30, 2015 and December 31, 2014, respectively (see Notes 4 and 10). | ||||
[4] | Due to the non-recourse nature of certain mortgages, the assets and liabilities of certain properties are neither available to pay the debts of the consolidated property-holding limited liability companies nor constitute obligations of such consolidated limited liability companies as of September 30, 2015. The outstanding principal balance of these non-recourse mortgages as of September 30, 2015 and December 31, 2014 was $220.9 million and $252.1 million, respectively. |
Mortgages and Loans Payable (47
Mortgages and Loans Payable (Details) - Loan Assumptions $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Properties | Sep. 30, 2014USD ($)Properties | ||
Debt Disclosure [Abstract] | |||||
Number of properties acquired with loan assumptions | Properties | [1] | 5 | 15 | ||
Carrying value of assumed debt at acquisition | $ 30,466 | $ 183,506 | |||
Fair value of assumed debt at acquisition | $ 31,743 | $ 189,006 | 31,743 | 189,006 | |
Amortization on assumed below-market debt adjustment | $ 700 | $ 600 | $ 2,000 | $ 1,800 | |
[1] | In addition to the five properties acquired with loan assumptions during the nine months ended September 30, 2015, we assumed a loan related to the acquisition of a strip center adjacent to a previously acquired grocery-anchored retail center. |
Mortgages and Loans Payable (48
Mortgages and Loans Payable (Details) - Debt Obligations - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2014 | |||
Debt Instrument [Line Items] | ||||
Outstanding principal balance | [1] | $ 774,088 | ||
Assumed below-market debt adjustment | 7,105 | $ 7,840 | ||
Mortgages and loans payable | 781,193 | 650,462 | ||
Unsecured Credit Facility - Fixed-rate | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal balance | [2],[3] | 387,000 | [1] | 0 |
Unsecured Credit Facility - Variable-rate | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal balance | [3] | 70,000 | [1] | 291,700 |
Gross borrowings | 196,800 | |||
Gross payments | 31,500 | |||
Fixed-rate Mortgages Payable | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal balance | [5],[6] | 317,088 | [1],[4] | 350,922 |
Non-recourse debt | $ 220,900 | 252,100 | ||
Swap agreement interest rate | 5.22% | |||
Derivative, notional amount | $ 11,400 | $ 11,600 | ||
[1] | The debt maturity table does not include the assumed below-market debt adjustment. | |||
[2] | As of September 30, 2015, the interest rate on $387.0 million outstanding under our unsecured credit facility was, effectively, fixed at various interest rates by three interest rate swap agreements with maturities ranging from February 2019 to February 2021 (see Notes 4 and 10). | |||
[3] | The gross borrowings under our credit facility were $196.8 million during the nine months ended September 30, 2015. The gross payments on our credit facility were $31.5 million during the nine months ended September 30, 2015. | |||
[4] | All but $6.2 million of the fixed-rate debt represents loans assumed as part of certain acquisitions. | |||
[5] | As of September 30, 2015 and December 31, 2014, the interest rate on one of our variable-rate mortgage notes payable was, in effect, fixed at 5.22% by an interest rate swap agreement. The outstanding principal balance of that variable-rate mortgage note payable was $11.4 million and $11.6 million as of September 30, 2015 and December 31, 2014, respectively (see Notes 4 and 10). | |||
[6] | Due to the non-recourse nature of certain mortgages, the assets and liabilities of certain properties are neither available to pay the debts of the consolidated property-holding limited liability companies nor constitute obligations of such consolidated limited liability companies as of September 30, 2015. The outstanding principal balance of these non-recourse mortgages as of September 30, 2015 and December 31, 2014 was $220.9 million and $252.1 million, respectively. |
Mortgages and Loans Payable (49
Mortgages and Loans Payable (Details) - Principal Payment Obligations - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | ||||
2,015 | [1],[2] | $ 1,634 | ||
2,016 | [2] | 104,954 | ||
2,017 | [2] | 104,455 | ||
2,018 | [2] | 45,031 | ||
2,019 | [2] | 104,389 | ||
Thereafter | [2] | 413,625 | ||
Total maturing debt | [2] | 774,088 | ||
Unsecured Credit Facility - Fixed-rate | ||||
Debt Instrument [Line Items] | ||||
2,015 | [1],[2],[3] | 0 | ||
2,016 | [2],[3] | 0 | ||
2,017 | [2],[3] | 0 | ||
2,018 | [2],[3] | 0 | ||
2,019 | [2],[3] | 100,000 | ||
Thereafter | [2],[3] | 287,000 | ||
Total maturing debt | [3],[4] | 387,000 | [2] | $ 0 |
Unsecured Credit Facility - Variable-rate | ||||
Debt Instrument [Line Items] | ||||
2,015 | [1],[2] | 0 | ||
2,016 | [2] | 0 | ||
2,017 | [2] | 57,000 | ||
2,018 | [2] | 0 | ||
2,019 | [2] | 0 | ||
Thereafter | [2] | 13,000 | ||
Total maturing debt | [4] | 70,000 | [2] | 291,700 |
Fixed-rate Mortgages Payable | ||||
Debt Instrument [Line Items] | ||||
2,015 | [1],[2],[5],[6] | 1,634 | ||
2,016 | [2],[5],[6] | 104,954 | ||
2,017 | [2],[5],[6] | 47,455 | ||
2,018 | [2],[5],[6] | 45,031 | ||
2,019 | [2],[5],[6] | 4,389 | ||
Thereafter | [2],[5],[6] | 113,625 | ||
Total maturing debt | [6],[7] | $ 317,088 | [2],[5] | 350,922 |
Swap agreement interest rate | 5.22% | |||
Derivative, notional amount | $ 11,400 | $ 11,600 | ||
Fixed-rate debt not assumed | $ 6,200 | |||
[1] | Includes only October 1, 2015 through December 31, 2015. | |||
[2] | The debt maturity table does not include the assumed below-market debt adjustment. | |||
[3] | As of September 30, 2015, the interest rate on $387.0 million outstanding under our unsecured credit facility was, effectively, fixed at various interest rates by three interest rate swap agreements with maturities ranging from February 2019 to February 2021 (see Notes 4 and 10). | |||
[4] | The gross borrowings under our credit facility were $196.8 million during the nine months ended September 30, 2015. The gross payments on our credit facility were $31.5 million during the nine months ended September 30, 2015. | |||
[5] | All but $6.2 million of the fixed-rate debt represents loans assumed as part of certain acquisitions. | |||
[6] | As of September 30, 2015 and December 31, 2014, the interest rate on one of our variable-rate mortgage notes payable was, in effect, fixed at 5.22% by an interest rate swap agreement. The outstanding principal balance of that variable-rate mortgage note payable was $11.4 million and $11.6 million as of September 30, 2015 and December 31, 2014, respectively (see Notes 4 and 10). | |||
[7] | Due to the non-recourse nature of certain mortgages, the assets and liabilities of certain properties are neither available to pay the debts of the consolidated property-holding limited liability companies nor constitute obligations of such consolidated limited liability companies as of September 30, 2015. The outstanding principal balance of these non-recourse mortgages as of September 30, 2015 and December 31, 2014 was $220.9 million and $252.1 million, respectively. |
Acquired Below-Market Lease I50
Acquired Below-Market Lease Intangibles (Details) - Amortization - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Below Market Lease [Abstract] | ||||
Acquired Below-Market Leases, Amortization | $ 1.7 | $ 1.4 | $ 5 | $ 3.4 |
Acquired Below-Market Lease I51
Acquired Below-Market Lease Intangibles (Details) - Future Amortization - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Below Market Lease, Net, Amortization Income, Fiscal Year Maturity [Abstract] | ||
October 1 to December 31, 2015 | $ 1,628 | |
2,016 | 6,194 | |
2,017 | 5,263 | |
2,018 | 4,220 | |
2,019 | 3,485 | |
2020 and thereafter | 20,555 | |
Below-market leases, net | $ 41,345 | $ 42,454 |
Derivatives and Hedging Activ52
Derivatives and Hedging Activities (Details) - Interest Rate Swap $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Designated as Hedging Instrument | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, notional amount | $ 387,000 | $ 387,000 | |||
Designated as Hedging Instrument | Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, number of instruments held | 3 | 3 | |||
Derivative, notional amount | $ 387,000 | $ 387,000 | |||
Amount estimated to be reclassified from AOCI into interest expense over the next 12 months | 3,900 | ||||
Amount of gain recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | 0 | $ 0 | 0 | $ 690 | |
Not Designated as Hedging Instrument | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, notional amount | 11,400 | 11,400 | $ 11,600 | ||
Loss (gain) on derivative not designated as hedges | $ 112 | $ (41) | $ 239 | 259 | |
Not Designated as Hedging Instrument | Cash Flow Hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Loss recorded in earnings for changes in fair value on discontinuation of cash flow hedge due to forecasted transaction becoming probable not to occur | $ 326 |
Derivatives and Hedging Activ53
Derivatives and Hedging Activities (Details) - Tabular Disclosure - Interest Rate Swap - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of loss recognized in other comprehensive loss on interest rate swaps | $ 7,644 | $ 0 | $ 6,253 | $ 0 |
Amount of loss reclassified from accumulated other comprehensive loss into interest expense | 1,188 | 0 | 1,981 | 0 |
Amount of gain recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | $ 0 | $ 0 | $ 0 | $ 690 |
Related Party Transactions (Det
Related Party Transactions (Details) - Advisor - USD ($) $ in Thousands, shares in Millions | Oct. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||||||||
Offering costs paid by sub-advisor maximum reimbursement percentage | 1.50% | |||||||
Total organization and offering costs charged | $ 27,104 | $ 27,104 | $ 27,104 | |||||
Total organization and offering costs reimbursed | 27,104 | 27,104 | 27,029 | |||||
Total unpaid organization and offering costs | $ 0 | $ 0 | $ 75 | [1] | ||||
Acquisition fee percentage | 1.00% | 1.00% | ||||||
Class B units issuance due date | 60 days | |||||||
OP units vested and outstanding | 2.8 | 2.8 | 2.8 | |||||
Operating partnership return for class B to vest | 6.00% | 6.00% | ||||||
Class B units issued under ARC agreement | 0.4 | |||||||
Class B units issued under PE-NTR agreement | 1.4 | |||||||
Financing fee percentage | 0.75% | 0.75% | ||||||
Disposition fee percentage | 2.00% | 2.00% | ||||||
General and administrative expenses payable to related party | $ 62 | $ 62 | $ 26 | |||||
Acquisition fees | [2] | 102 | $ 1,651 | 1,185 | $ 7,654 | |||
Acquisition expense | [2] | 18 | 237 | 180 | 905 | |||
OP units distribution | [3] | 452 | 1,350 | |||||
Class B units distribution | [4] | 200 | 281 | 311 | 598 | |||
Financing fees | [5] | 3,048 | 334 | 3,228 | 1,376 | |||
Disposition fees | [6] | 21 | 21 | |||||
Total fees and expenses | 3,841 | $ 2,503 | 6,275 | $ 10,533 | ||||
OP units distribution, unpaid amount | 312 | 312 | ||||||
Class B distribution, unpaid amount | 158 | 158 | 135 | |||||
Total unpaid fees and expenses | $ 470 | $ 470 | $ 135 | |||||
Subordinated participation in net sales proceeds percentage | 15.00% | 15.00% | ||||||
Investor return before subordinated participation in net sales proceeds | 7.00% | 7.00% | ||||||
Advisor interest in special limited partner | 15.00% | 15.00% | ||||||
Sub-advisor interest in special limited partner | 85.00% | 85.00% | ||||||
Subordinated incentive listing fee percentage | 15.00% | 15.00% | ||||||
Investor return before subordinated listing incentive fee | 7.00% | 7.00% | ||||||
Subordinated distribution upon termination of advisor agreement percentage | 15.00% | 15.00% | ||||||
Investor return before subordinated distribution upon termination of advisor agreement | 7.00% | 7.00% | ||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of asset management fee paid in cash | 80.00% | |||||||
Percentage of asset management fee paid in class B units | 20.00% | |||||||
Cash asset management fee percentage | 0.06667% | |||||||
[1] | Certain of these cumulative organization and offering costs were charged to us by ARC. The net payable of $75 was due to ARC as of December 31, 2014. | |||||||
[2] | The acquisition fees and expenses are presented as acquisition expenses on the consolidated statements of operations. | |||||||
[3] | The distributions paid to holders of OP units are presented as distributions to noncontrolling interests on the consolidated statements of equity. | |||||||
[4] | The distributions paid to holders of unvested Class B units are presented as general and administrative expense on the consolidated statements of operations. | |||||||
[5] | Financing fees are presented as deferred financing expense on the consolidated balance sheets and amortized over the term of the related loan. | |||||||
[6] | Disposition fees are presented as other income on the consolidated statements of operations. |
Related Party Transactions (D55
Related Party Transactions (Details) - Property Manager Transactions - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||||
Related Party Transactions [Abstract] | ||||||||
Property management fee percentage | 4.00% | |||||||
Property management fees | [1] | $ 2,272 | $ 1,895 | $ 6,864 | $ 5,202 | |||
Leasing commissions | [2] | 992 | 1,062 | 5,012 | 2,770 | |||
Construction management fees | [2] | 345 | 191 | 756 | 441 | |||
Other fees and reimbursements | 1,334 | 766 | [3] | 3,355 | 1,504 | [3] | ||
Total property manager fees and reimbursements | 4,943 | $ 3,914 | 15,987 | $ 9,917 | ||||
Property management fees, unpaid amount | 686 | 686 | $ 474 | |||||
Leasing commissions, unpaid amount | 196 | 196 | 191 | |||||
Construction management fees, unpaid amount | 111 | 111 | 73 | |||||
Other fees and reimbursements, unpaid amount | 737 | 737 | 0 | |||||
Total property manager fees and reimbursements, unpaid amount | $ 1,730 | $ 1,730 | $ 738 | |||||
[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 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 and general and administrative on the consolidated statements of operations. |
Related Party Transactions (D56
Related Party Transactions (Details) - Other | Sep. 30, 2015$ / sharesshares |
Related Party Transactions [Abstract] | |
Minimum percentage of shares owned by sub-advisor | 0.10% |
Sub-advisor share purchase price | $ 9 |
Shares owned by sub-advisor | shares | 176,509 |
Percentage of shares owned by sub-advisor | 0.10% |
Operating Leases (Details)
Operating Leases (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Future rentals to be received under non-cancelable operating leases: | |
October 1 to December 31, 2015 | $ 45,648 |
2,016 | 172,416 |
2,017 | 157,500 |
2,018 | 139,063 |
2,019 | 116,343 |
2020 and thereafter | 482,672 |
Total | $ 1,113,642 |
Subsequent Events (Details) - D
Subsequent Events (Details) - Distributions to Stockholders - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2015 | Oct. 01, 2015 | Dec. 31, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||||||
Stock Redeemed or Called During Period, Value | $ 31,022 | $ 2,104 | |||||
Distributions reinvested | 48,185 | 46,986 | |||||
Net cash distribution | $ 44,291 | $ 42,310 | |||||
Common Stock, Dividends, Per Share, Declared | $ 0.50 | $ 0.50 | |||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||
Dividend Paid | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Gross amount of distribution paid | $ 10,470 | $ 10,212 | |||||
Distributions reinvested | 5,289 | 5,218 | |||||
Net cash distribution | $ 5,181 | $ 4,994 | |||||
Common stock, distributions per share daily rate | $ 0.00183562 | ||||||
Dividend Declared | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common Stock, Dividends, Per Share, Declared | $ 0.00183562 | ||||||
Common stock, par value | $ 0.01 |