Document and Entity Information
Document and Entity Information - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
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 | 184.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Investment in real estate: | ||
Land and improvements | $ 838,078 | $ 796,192 |
Building and improvements | 1,640,052 | 1,532,888 |
Acquired in-place lease assets | 226,033 | 212,916 |
Acquired above-market lease assets | 43,021 | 42,009 |
Total investment in real estate assets | 2,747,184 | 2,584,005 |
Accumulated depreciation and amortization | (418,544) | (334,348) |
Total investment in real estate assets, net | 2,328,640 | 2,249,657 |
Cash and cash equivalents | 7,189 | 8,224 |
Restricted cash | 6,025 | 41,722 |
Other assets, net | 102,541 | 80,585 |
Real estate investment and other assets held for sale | 4,863 | 0 |
Total assets | 2,449,258 | 2,380,188 |
Liabilities: | ||
Mortgages and loans payable, net | 1,224,779 | 1,056,156 |
Acquired below-market lease liabilities, net of accumulated amortization of $24,790 and $20,255, respectively | 42,080 | 43,032 |
Accounts payable – affiliates | 4,567 | 4,571 |
Accounts payable and other liabilities | 69,007 | 51,642 |
Liabilities of real estate investment held for sale | 233 | 0 |
Total liabilities | 1,340,666 | 1,155,401 |
Commitments and contingencies (Note 7) | 0 | 0 |
Equity: | ||
Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 0 | 0 |
Common stock, $0.01 par value per share, 1,000,000 shares authorized,184,140 and 185,062 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 1,841 | 1,851 |
Additional paid-in capital | 1,617,717 | 1,627,098 |
Accumulated other comprehensive income | 11,175 | 10,587 |
Accumulated deficit | (539,840) | (438,155) |
Total stockholders’ equity | 1,090,893 | 1,201,381 |
Noncontrolling interests | 17,699 | 23,406 |
Total equity | 1,108,592 | 1,224,787 |
Total liabilities and equity | $ 2,449,258 | $ 2,380,188 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Acquired below-market lease liabilities, accumulated amortization | $ 24,790 | $ 20,255 |
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 | 184,140,000 | 185,062,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Rental income | $ 53,165 | $ 48,828 | $ 157,425 | $ 143,023 |
Tenant recovery income | 17,052 | 16,199 | 50,442 | 47,652 |
Other property income | 407 | 243 | 911 | 730 |
Total revenues | 70,624 | 65,270 | 208,778 | 191,405 |
Expenses: | ||||
Property operating | 10,882 | 10,030 | 32,611 | 29,978 |
Real estate taxes | 10,723 | 9,104 | 31,136 | 27,745 |
General and administrative | 8,712 | 7,722 | 25,438 | 23,736 |
Termination of affiliate arrangements | 5,454 | 0 | 5,454 | 0 |
Acquisition expenses | 202 | 870 | 466 | 2,392 |
Depreciation and amortization | 28,650 | 26,583 | 84,481 | 78,266 |
Total expenses | 64,623 | 54,309 | 179,586 | 162,117 |
Other: | ||||
Interest expense, net | (10,646) | (8,504) | (28,537) | (23,837) |
Transaction expenses | (3,737) | 0 | (9,760) | 0 |
Other income (expense), net | 6 | 33 | 642 | (125) |
Net (loss) income | (8,376) | 2,490 | (8,463) | 5,326 |
Net loss (income) attributable to noncontrolling interests | 144 | (26) | 144 | (83) |
Net (loss) income attributable to stockholders | $ (8,232) | $ 2,464 | $ (8,319) | $ 5,243 |
Earnings per common share: | ||||
Net (loss) income attributable to stockholders - basic and diluted | $ (0.04) | $ 0.01 | $ (0.05) | $ 0.03 |
Weighted-average common shares outstanding: | ||||
Basic | 183,843 | 184,639 | 183,402 | 183,471 |
Diluted | 183,843 | 187,428 | 183,402 | 186,260 |
Comprehensive (loss) income: | ||||
Net (loss) income | $ (8,376) | $ 2,490 | $ (8,463) | $ 5,326 |
Other comprehensive (loss) income: | ||||
Unrealized (loss) gain on derivatives | (179) | 1,950 | (1,944) | (9,597) |
Reclassification of derivative loss to interest expense | 228 | 888 | 1,203 | 2,762 |
Comprehensive (loss) income | (8,327) | 5,328 | (9,204) | (1,509) |
Comprehensive loss (income) attributable to noncontrolling interests | 144 | (26) | 144 | (83) |
Comprehensive (loss) income attributable to stockholders | $ (8,183) | $ 5,302 | $ (9,060) | $ (1,592) |
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, shares at Dec. 31, 2015 | 181,308 | ||||||
Balance, value at Dec. 31, 2015 | $ 1,291,792 | $ 1,813 | $ 1,588,541 | $ 22 | $ (323,761) | $ 1,266,615 | $ 25,177 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases, shares | (752) | ||||||
Share repurchases, value | (7,280) | $ (7) | (7,273) | (7,280) | |||
Dividend reinvestment plan (DRIP), shares | 4,387 | ||||||
Dividend reinvestment plan (DRIP), value | 44,731 | $ 44 | 44,687 | 44,731 | |||
Common distributions declared, $0.50 per share | (92,107) | (92,107) | (92,107) | ||||
Share-based compensation, shares | 0 | ||||||
Share-based compensation, value | 10 | 10 | 10 | ||||
Change in unrealized loss on interest rate swaps | (6,835) | (6,835) | (6,835) | ||||
Distributions to noncontrolling interests | (1,409) | (1,409) | |||||
Net income (loss) | 5,326 | 5,243 | 5,243 | 83 | |||
Balance, shares at Sep. 30, 2016 | 184,943 | ||||||
Balance, value at Sep. 30, 2016 | 1,234,228 | $ 1,850 | 1,625,965 | (6,813) | (410,625) | 1,210,377 | 23,851 |
Balance, shares at Dec. 31, 2016 | 185,062 | ||||||
Balance, value at Dec. 31, 2016 | 1,224,787 | $ 1,851 | 1,627,098 | 10,587 | (438,155) | 1,201,381 | 23,406 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adoption of new accounting pronouncement (see Note 8) | 1,329 | (1,329) | 0 | ||||
Balance at January 1, 2017, as adjusted at Jan. 01, 2017 | 1,224,787 | $ 1,851 | 1,627,098 | 11,916 | (439,484) | 1,201,381 | 23,406 |
Balance, shares at Dec. 31, 2016 | 185,062 | ||||||
Balance, value at Dec. 31, 2016 | 1,224,787 | $ 1,851 | 1,627,098 | 10,587 | (438,155) | 1,201,381 | 23,406 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases, shares | (4,471) | ||||||
Share repurchases, value | (45,602) | $ (45) | (45,557) | (45,602) | |||
Dividend reinvestment plan (DRIP), shares | 3,546 | ||||||
Dividend reinvestment plan (DRIP), value | 36,171 | $ 35 | 36,136 | 36,171 | |||
Common distributions declared, $0.50 per share | (92,037) | (92,037) | (92,037) | ||||
Share-based compensation, shares | 3 | ||||||
Share-based compensation, value | 40 | 40 | 40 | ||||
Change in unrealized loss on interest rate swaps | (741) | (741) | (741) | ||||
Distributions to noncontrolling interests | (1,384) | (1,384) | |||||
Redemption of noncontrolling Interest | (4,179) | (4,179) | |||||
Net income (loss) | (8,463) | (8,319) | (8,319) | (144) | |||
Balance, shares at Sep. 30, 2017 | 184,140 | ||||||
Balance, value at Sep. 30, 2017 | $ 1,108,592 | $ 1,841 | $ 1,617,717 | $ 11,175 | $ (539,840) | $ 1,090,893 | $ 17,699 |
Consolidated Statements of Equ6
Consolidated Statements of Equity (Parenthetical) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
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, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (8,463) | $ 5,326 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 83,200 | 76,293 |
Net amortization of above- and below-market leases | (972) | (936) |
Amortization of deferred financing expense | 3,572 | 3,757 |
Net (gain) loss on write-off of unamortized capitalized leasing commissions, market debt adjustments, and deferred financing expense | (372) | 59 |
Straight-line rental income | (2,913) | (2,793) |
Other | (555) | 130 |
Changes in operating assets and liabilities: | ||
Other assets | (12,193) | (4,339) |
Accounts payable – affiliates | 1 | (1,206) |
Accounts payable and other liabilities | 6,217 | 8,888 |
Net cash provided by operating activities | 67,522 | 85,179 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Real estate acquisitions | (111,740) | (132,266) |
Capital expenditures | (22,505) | (16,936) |
Proceeds from sale of real estate | 37,037 | 0 |
Change in restricted cash | (203) | 394 |
Net cash used in investing activities | (97,411) | (148,808) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net change in credit facility | 202,000 | (23,531) |
Proceeds from mortgages and loans payable | 0 | 230,000 |
Payments on mortgages and loans payable | (64,287) | (103,622) |
Payments of deferred financing expenses | (2,510) | (2,461) |
Distributions paid, net of DRIP | (56,226) | (47,535) |
Distributions to noncontrolling interests | (1,262) | (1,260) |
Repurchases of common stock | (44,682) | (7,280) |
Redemption of noncontrolling interests | (4,179) | 0 |
Net cash provided by financing activities | 28,854 | 44,311 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (1,035) | (19,318) |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 8,224 | 40,680 |
End of period | 7,189 | 21,362 |
SUPPLEMENTAL CASH FLOW DISCLOSURE, INCLUDING NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Cash paid for interest | 26,461 | 22,234 |
Fair value of assumed debt | 30,832 | 0 |
Accrued capital expenditures | 3,560 | 1,834 |
Change in distributions payable | (360) | (159) |
Change in distributions payable - noncontrolling interests | 122 | 149 |
Change in accrued share repurchase obligation | 920 | 0 |
Distributions reinvested | 36,171 | 44,731 |
Utilization of restricted cash held for acquisitions | $ (35,900) | $ 0 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2017 | |
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. We invest primarily in well-occupied, grocery-anchored, neighborhood and community shopping centers that have a mix of creditworthy national and regional retailers that sell necessity-based goods and services in strong demographic markets throughout the United States. As of September 30, 2017 , our advisor was Phillips Edison NTR LLC (“PE-NTR”), which was directly or indirectly owned by Phillips Edison Limited Partnership (“Phillips Edison sponsor” or “PELP”). Under the terms of the advisory agreement between PE-NTR and us, PE-NTR was responsible for the management of our day-to-day activities and the implementation of our investment strategy. As of September 30, 2017 , we owned fee simple interests in 159 real estate properties acquired from third parties unaffiliated with us or PE-NTR. On October 4, 2017 , we completed a transaction to acquire certain real estate assets, the captive insurance company, and the third-party asset management business of our Phillips Edison sponsor in a stock and cash transaction (“PELP transaction”). Upon completion of the PELP transaction, our relationship with PE-NTR was terminated. For a more detailed discussion, see Notes 3 and 11 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by management. For example, significant estimates and assumptions have been made with respect to the useful lives of assets; recoverable amounts of receivables; and other fair value measurement assessments required for the preparation of the consolidated financial statements. As a result, these estimates are subject to a degree of uncertainty. Other than those noted below, there have been no changes to our significant accounting policies during the nine months ended September 30, 2017 . For a full summary of our accounting policies, refer to our 2016 Annual Report on Form 10-K filed with the SEC on March 9, 2017. 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, 2016 , which are included in our 2016 Annual Report on Form 10-K. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in this Quarterly Report. Our results of operations for the three and nine months ended September 30, 2017 , 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. Held for Sale Entities —We consider assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. Newly Adopted and Recently Issued Accounting Pronouncements The following table provides a brief description of recently issued accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters Accounting Standards Update “ASU” 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We will adopt this standard concurrently with ASU 2014-09, listed below. We expect the adoption will impact our transactions that are subject to the amendments, which, although expected to be infrequent, would include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period and end-of-period total amounts on the statement of cash flows rather than within an activity on the statement of cash flows. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe only two would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs and proceeds from settlement of insurance claims. We will continue to evaluate the impact that adoption of the standard will have on our presentation of these and any other applicable cash receipts and cash payments. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. We expect to have a change in presentation on our consolidated statement of operations with regards to Tenant Recovery Income, which includes reimbursement amounts we receive from tenants for operating expenses such as real estate taxes, insurance, and other common area maintenance. Additionally, this standard impacts the lessor’s ability to capitalize certain costs related to the leasing of vacant space, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. In 2015, the Financial Accounting Standard Board (“FASB”) provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental or reimbursement revenue. We currently plan to adopt this guidance on a modified retrospective basis. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-12, Derivatives and Hedging (Topic 815) This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. September 2017 Upon adoption, we included a disclosure related to the effect of our hedging activities on our consolidated statements of operations. This disclosure also eliminated the periodic measurement and recognition of hedging ineffectiveness. We adopted this guidance on a modified retrospective basis and applied an adjustment to Accumulated Other Comprehensive Income with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. For a more detailed discussion of this adoption, see Note 8. ASU 2017-01, Business Combinations This update amended existing guidance in order to clarify when an integrated set of assets and activities is considered a business. January 1, 2017 For a more detailed discussion of the effect of this adoption on our financial statements, see Note 4. Reclassifications —The following line item on our consolidated statement of cash flows for the nine months ended September 30, 2016 , was reclassified: • Net (Gain) Loss on Write-off of Unamortized Capitalized Leasing Commissions, Market Debt Adjustments, and Deferred Financing Expense was separately disclosed due to significance in the current period. In the previous period these amounts were included in Other. |
PELP Acquisition (Notes)
PELP Acquisition (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | PELP ACQUISITION On October 4, 2017 , we completed the PELP transaction. Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its captive insurance company, and its third-party asset management business (in thousands): Amount Value of Operating Partnership units (“OP units”) issued (1) $ 404,317 Debt assumed (2) : Corporate debt 432,091 Mortgages and notes payable 70,837 Cash payments 25,000 Total estimated consideration $ 932,245 (1) We issued 39.6 million OP units, excluding 5.1 million OP units and Class B units outstanding prior to the acquisition date, with an estimated value per unit of $10.20 at the time of the transaction. (2) The amounts related to debt assumed are shown at face value, but the final amounts will be recorded at fair value. Immediately following the closing of the PELP transaction, our shareholders owned approximately 80.6% and former PELP shareholders owned approximately 19.4% of the combined company. The terms of the transaction also include an earn-out structure with an opportunity for an additional 12.5 million OP units to be issued if certain milestones are achieved related to a liquidity event for our shareholders and reaching certain fundraising targets in Phillips Edison Grocery Center REIT III, Inc., of which PELP was a co-sponsor. The PELP transaction was approved by the independent special committee of our board of directors (“Board”), which had retained independent financial and legal advisors. It was also approved by our shareholders, as well as PELP’s partners. For additional information, please see the Current Report on Form 8-K filed with the SEC on October 11, 2017, and the Definitive Proxy Statement filed with the SEC on July 6, 2017. The supplemental purchase accounting disclosures required by GAAP relating to the acquisition of PELP have not been presented as the initial accounting for this acquisition was incomplete at the time this Quarterly Report on Form 10-Q was filed with the SEC. |
Real Estate Acquisitions
Real Estate Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Acquisitions | REAL ESTATE ACQUISITIONS AND DISPOSITIONS In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . This update amended existing guidance in order to clarify when an integrated set of assets and activities is considered a business. We adopted ASU 2017-01 on January 1, 2017, and applied it prospectively. Under this new guidance, most of our real estate acquisition activity is no longer considered a business combination and is instead classified as an asset acquisition. As a result, most acquisition-related costs that would have been recorded on our consolidated statements of operations are capitalized and will be amortized over the life of the related assets. Costs incurred related to properties that were not ultimately acquired were recorded as Acquisition Expenses on our consolidated statements of operations. As of September 30, 2017 , none of our real estate acquisitions in 2017 met the definition of a business; therefore, we accounted for all as asset acquisitions. During the nine months ended September 30, 2017 , we acquired six grocery-anchored shopping centers. Our first quarter acquisition closed out the Internal Revenue Service Code (“IRC”) reverse Section 1031 like-kind exchange outstanding as of December 31, 2016. During the nine months ended September 30, 2016 , we acquired three grocery-anchored shopping centers and additional real estate adjacent to previously acquired shopping centers. For the nine months ended September 30, 2017 and 2016 , we allocated the purchase price of our acquisitions, including acquisition costs for 2017, to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2017 2016 Land and improvements $ 36,100 $ 47,834 Building and improvements 95,507 74,709 Acquired in-place leases 13,646 12,300 Acquired above-market leases 1,012 2,398 Acquired below-market leases (3,703 ) (6,313 ) Total assets and lease liabilities acquired 142,562 130,928 Less: Fair value of assumed debt at acquisition 30,832 — Net assets acquired $ 111,730 $ 130,928 The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the nine months ended September 30, 2017 and 2016 , are as follows (in years): 2017 2016 Acquired in-place leases 13 12 Acquired above-market leases 7 6 Acquired below-market leases 19 22 Property Held for Sale —As of September 30, 2017 , one property was classified as held for sale as it was under contract to sell, with no substantive contingencies, and the prospective buyer had significant funds at risk. On October 26, 2017, we sold this property for $6.5 million and intend on deferring the gain through an IRC Section 1031 like-kind exchange by purchasing another property. A summary of assets and liabilities for the property held for sale as of September 30, 2017 , is below (in thousands): September 30, 2017 ASSETS Total investment in real estate assets, net $ 4,459 Accounts receivable, net 300 Other assets, net 104 Total assets $ 4,863 LIABILITIES Liabilities: Acquired below-market lease liabilities, net of accumulated amortization of $38 $ 82 Accounts payable – affiliates 5 Accounts payable and other liabilities 146 Total liabilities $ 233 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The following describes the methods we use to estimate the fair value of our financial and nonfinancial assets and liabilities: Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, and Accounts Payable —We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization. Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, were allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management. Mortgages and Loans Payable —We estimate the fair value of our debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. The following is a summary of borrowings as of September 30, 2017 and December 31, 2016 (dollars in thousands): September 30, 2017 December 31, 2016 Fair value $ 1,226,748 $ 1,056,990 Recorded value (1) 1,232,190 1,065,180 (1) Recorded value does not include deferred financing costs of $7.4 million and $9.0 million as of September 30, 2017 and December 31, 2016 , respectively. Derivative Instruments — As of September 30, 2017 and December 31, 2016 , we had interest rate swaps that fixed LIBOR on portions of our unsecured term loan facilities (“Term Loans”). For a more detailed discussion of these cash flow hedges, see Note 8 . As of September 30, 2017 and December 31, 2016 , we were also party to an interest rate swap that fixed the variable interest rate on $10.8 million and $11.0 million , respectively, of one of our mortgage notes. The change in fair value of this instrument is recorded in Other Income (Expense), Net on the consolidated statements of operations and was not material for the three and nine months ended September 30, 2017 and 2016. All interest rate swap agreements are measured at fair value on a recurring basis. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of ASC 820, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, as of September 30, 2017 and December 31, 2016 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. The fair value measurements of our derivative assets and liabilities as of September 30, 2017 and December 31, 2016 , were as follows (in thousands): September 30, 2017 December 31, 2016 Derivative asset: Interest rate swaps designated as hedging instruments - Term Loans $ 11,175 $ 11,916 Derivative liability: Interest rate swap not designated as hedging instrument - mortgage note 108 262 |
Mortgages and Loans Payable
Mortgages and Loans Payable | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Mortgages and Loans Payable | MORTGAGES AND LOANS PAYABLE The following is a summary of the outstanding principal balances of our debt obligations as of September 30, 2017 and December 31, 2016 (in thousands): Interest Rate (1) September 30, 2017 December 31, 2016 Revolving credit facility (2)(3) 2.54% $ 378,969 $ 176,969 Term loan due 2019 (3) 2.46% 100,000 100,000 Term loan due 2020 (3) 2.65% 175,000 175,000 Term loan due 2021 2.49%-2.80% 125,000 125,000 Term loan due 2023 3.03% 255,000 255,000 Mortgages payable (4) 3.73%-7.91% 194,480 228,721 Assumed market debt adjustments, net (5) 3,741 4,490 Deferred financing costs, net (6) (7,411 ) (9,024 ) Total $ 1,224,779 $ 1,056,156 (1) Includes the effects of derivative financial instruments (see Notes 5 and 8 ) as of September 30, 2017 . (2) The gross borrowings and payments under our revolving credit facility were $295 million and $93 million , respectively, during the nine months ended September 30, 2017 . The revolving credit facility had a capacity of $500 million as of September 30, 2017 and December 31, 2016 . (3) In October 2017, the maturity date of the revolving credit facility was extended to October 2021, with additional options to extend the maturity to October 2022. The term loans have options to extend their maturities to 2021. A maturity date extension for the term loans requires the payment of an extension fee of 0.15% of the outstanding principal amount of the corresponding tranche. (4) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of September 30, 2017 and December 31, 2016 . (5) Net of accumulated amortization of $3.8 million and $6.1 million as of September 30, 2017 and December 31, 2016 , respectively. (6) Deferred financing costs shown are related to our Term Loans and mortgages payable and are net of accumulated amortization of $4.8 million and $3.9 million as of September 30, 2017 and December 31, 2016 , respectively. Deferred financing costs related to the revolving credit facility, which are included in Other Assets, Net, were $0.4 million and $2.2 million as of September 30, 2017 and December 31, 2016 , respectively, and are net of accumulated amortization of $8.5 million and $6.7 million , respectively. As of September 30, 2017 and December 31, 2016 , the weighted-average interest rate for all of our mortgages and loans payable was 3.1% and 3.0% , respectively. The allocation of total debt between fixed and variable-rate and between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of September 30, 2017 and December 31, 2016 , is summarized below (in thousands): September 30, 2017 December 31, 2016 As to interest rate: (1) Fixed-rate debt $ 836,480 $ 615,721 Variable-rate debt 391,969 444,969 Total $ 1,228,449 $ 1,060,690 As to collateralization: Unsecured debt $ 1,033,969 $ 831,969 Secured debt 194,480 228,721 Total $ 1,228,449 $ 1,060,690 (1) Includes the effects of derivative financial instruments (see Notes 5 and 8 ). Upon completion of the PELP transaction, in order to increase the availability on our revolving credit facility and refinance the corporate debt assumed from the PELP transaction, we entered into the following new credit agreements (in thousands): Interest Rate Principal Balance Term loan due April 2022 (1)(2)(3) LIBOR + 1.30% $ 310,000 Term loan due October 2024 (1)(3) LIBOR + 1.75% 175,000 Loan facility due November 2026 (4) 3.55% 175,000 Loan facility due November 2027 (4) 3.52% 195,000 (1) The term loan interest rate spreads may vary based on our leverage ratio. The spreads presented were those in effect when we executed the loan agreements. (2) The term loan maturing in 2022 has a delayed draw feature for a total capacity of $375 million . (3) On October 27, 2017, we entered into two interest rate swap agreements with a total notional amount of $350 million on the term loans maturing in 2022 and 2024. These interest rate swaps were effective November 1, 2017. (4) The loan facility maturing in 2026 is secured by 16 properties. The loan facility maturing in 2027 is secured by separate mortgages on 14 properties. As of September 30, 2017 , approximately $12.6 million in deferred financing costs, which are included in Other Assets, Net on our consolidated balance sheet, were related to these refinancings. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Litigation We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the resolution of such claims and litigation will not have a material adverse effect on our consolidated financial statements. Environmental Matters In connection with the ownership and operation of real estate, we may potentially be liable for costs and damages related to environmental matters. In addition, we may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property, and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify us against future remediation costs. We also carry environmental liability insurance on our properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which we may be liable. We are not aware of any environmental matters which we believe are reasonably likely to have a material effect on our consolidated financial statements. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | DERIVATIVES AND HEDGING ACTIVITIES In September 2017, we adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. It requires us to disclose the effect of our hedging activities on our consolidated statements of operations and eliminated the periodic measurement and recognition of hedging ineffectiveness. In accordance with the modified retrospective transition method required by ASU 2017-12, the Company recognized the cumulative effect of the change, representing the reversal of the $1.3 million cumulative ineffectiveness gain as of December 31, 2016, in the opening balance of Accumulated Other Comprehensive Income (“AOCI”) with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. Risk Management Objective of Using Derivatives We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposure to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into interest rate swaps to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings. Cash Flow Hedges of Interest Rate Risk Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the nine months ended September 30, 2017 and 2016 , such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. The ineffectiveness previously reported in earnings for the quarters ended March 31, 2017 and June 30, 2017, was adjusted to reflect application of the provisions of ASU 2017-12 as of the beginning of 2017 (as discussed above). This adjustment was not material. Amounts reported in AOCI related to these derivatives will be reclassified to Interest Expense, Net as interest payments are made on the variable-rate debt. During the next twelve months, we estimate that an additional $0.6 million will be reclassified from Other Comprehensive (Loss) Income as a decrease to Interest Expense, Net. The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of September 30, 2017 and December 31, 2016 , which includes an interest rate swap with a notional amount of $255 million that we entered into in October 2016 and became effective in July 2017 (notional amount in thousands): Count Notional Amount Fixed LIBOR Maturity Date 4 $642,000 1.2% - 1.5% 2019-2023 The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive (loss) income for the three and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Amount of (loss) gain recognized in OCI on derivative $ (179 ) $ 1,306 $ (1,944 ) $ (9,584 ) Amount of loss reclassified from AOCI into interest expense (228 ) (888 ) (1,203 ) (2,762 ) Credit-risk-related Contingent Features We have agreements with our derivative counterparties that contain provisions where, if we either default or are capable of being declared in default on any of our indebtedness, we could also be declared to be in default on our derivative obligations. As of September 30, 2017 , the fair value of our derivatives in a net liability position, which included accrued interest but excluded any adjustment for nonperformance risk related to these agreements, was approximately $0.1 million . As of September 30, 2017 , we had not posted any collateral related to these agreements and were not in breach of any agreement provisions. If we had breached any of these provisions, we could have been required to settle our obligations under the agreements at their termination value of $0.1 million . |
Equity (Notes)
Equity (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY On November 8, 2017 , our Board increased the estimated value per share of our common stock to $11.00 based substantially on the estimated market value of our portfolio of real estate properties and our recently acquired third-party asset management business as of October 5, 2017 , the first full business day after the closing of the PELP transaction. We engaged a third-party valuation firm to provide a calculation of the range in estimated value per share of our common stock as of October 5, 2017 , which reflected certain pro forma balance sheet assets and liabilities as of that date. For a description of the methodology and assumptions used to determine the estimated value per share, see the Current Report on Form 8-K filed with the SEC on November 9, 2017. Prior to November 8, 2017 , the estimated value per share was $10.20 based substantially on the estimated market value of our portfolio of real estate properties as of March 31, 2017. Dividend Reinvestment Plan —We have adopted a DRIP that allows stockholders to invest distributions in additional shares of our common stock. For the nine months ended September 30, 2017 and 2016 , shares were issued under the DRIP at a price of $10.20 per share. In connection with the May announcement of the PELP transaction (see Note 3 ), the DRIP was suspended during May 2017; therefore, all DRIP participants received their May distribution, which was payable in June, in cash rather than in stock. The DRIP plan resumed in June 2017, with distributions payable in July 2017. Share Repurchase Program —Our share repurchase program (“SRP”) provides an opportunity for stockholders to have shares of common stock repurchased, subject to certain restrictions and limitations. The cash available for repurchases on any particular date will generally be limited to the proceeds from the DRIP during the preceding four fiscal quarters, less amounts already used for repurchases since the beginning of that period. The Board reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase. In connection with the May announcement of the PELP transaction, the SRP was suspended during May 2017 and resumed in June 2017. During the nine months ended September 30, 2017 , repurchase requests surpassed the funding limits under the SRP. Due to the program’s funding limits, no funds will be available for the remainder of 2017. When we are unable to fulfill all repurchase requests in any month, we will honor requests on a pro rata basis to the extent possible. As of September 30, 2017 , we had 9.8 million shares of unfulfilled repurchase requests, which will be treated as requests for repurchase during future months until satisfied or withdrawn. We continue to fulfill repurchases sought upon a stockholder’s death, “qualifying disability,” or “determination of incompetence” in accordance with the terms of the SRP. Class B and Operating Partnership Units —The Operating Partnership issued limited partnership units that were designated as Class B units for asset management services provided by PE-NTR. In connection with the PELP transaction, Class B units were no longer issued for asset management services subsequent to September 19, 2017. Upon closing of the transaction, all outstanding Class B units were vested and will be converted to OP units. 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 the Third Amended and Restated Agreement of Limited Partnership, provided, however, that the OP units have been outstanding for at least one year. As the form of the redemptions for the OP units is within our control, the OP units outstanding as of September 30, 2017 and December 31, 2016 , 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 Distributions to Noncontrolling Interests on the consolidated statements of equity. In September 2017, we entered into an agreement with American Realty Capital II Advisors, LLC (“ARC”) to terminate all remaining contractual and economic relationships between us and ARC. In exchange for a payment of $9.6 million , ARC sold their OP units, unvested Class B Units, and their special limited partnership interests back to us, terminating all fee-sharing arrangements between ARC and PE-NTR. The 417,801 OP unit repurchase was recorded at a value of $4.2 million on the consolidated statement of equity. The $5.4 million value of the unvested Class B units, special limited partnership interests, and value of fee-sharing arrangements is recorded on the consolidated statement of operations. Below is a summary of our number of outstanding OP units and unvested Class B units as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 OP units 2,367 2,785 Class B units (1) 2,710 2,610 (1) Upon closing of the PELP transaction, all outstanding Class B units were converted to OP units. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. Class B units and OP units held by limited partners other than us are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents and they have the potential to be exchanged for shares of our common stock in accordance with the terms of the Partnership Agreement. The impact of these Class B units and OP units on basic and diluted 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 for the three and nine months ended September 30, 2017 and 2016 . Since the OP units are fully vested, they were treated as potentially dilutive in the diluted earnings per share computations for the three and nine months ended September 30, 2017 and 2016 . There were 2.7 million and 2.5 million Class B units outstanding as of September 30, 2017 and 2016 , respectively, that remained unvested and, therefore, were not included in the diluted earnings per share computations. Upon closing of the PELP transaction, all outstanding Class B units were converted to OP units. The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator for basic and diluted earnings per share: Net (loss) income attributable to stockholders $ (8,232 ) $ 2,464 $ (8,319 ) $ 5,243 Denominator: Denominator for basic earnings per share - weighted-average shares 183,843 184,639 183,402 183,471 Effect of dilutive OP units — 2,785 — 2,785 Effect of restricted stock awards — 4 — 4 Denominator for diluted earnings per share - adjusted weighted-average shares 183,843 187,428 183,402 186,260 Earnings per common share: Net (loss) income attributable to stockholders - basic and diluted $ (0.04 ) $ 0.01 $ (0.05 ) $ 0.03 As of September 30, 2017 , approximately 2.4 million OP units and 17,200 restricted stock awards were outstanding. For the three and nine months ended September 30, 2017 , these securities were anti-dilutive and, as a result, were excluded from the weighted average common shares used to calculate diluted EPS. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Economic Dependency —During the three and nine months ended September 30, 2017 and 2016 , we were dependent on PE-NTR, Phillips Edison & Company Ltd. (the “Property Manager”), and their respective affiliates for certain services that were essential to us, including asset acquisition and disposition decisions, asset management, operating and leasing of our properties, and other general and administrative responsibilities. As of September 30, 2017 and December 31, 2016 , PE-NTR owned 176,509 shares of our common stock, or approximately 0.1% of our outstanding common stock issued during our initial public offering period. PE-NTR was not able to sell any of those shares while serving as our advisor. Upon closing of the PELP transaction on October 4, 2017, our relationship with PE-NTR and the Property Manager was terminated. As a result, we now have an internalized management structure. Advisory Agreement —On September 1, 2017, in connection with the termination of ARC’s and PE-NTR’s fee-sharing arrangements (see Note 9 ), we entered into an amended and restated advisory agreement (the “PE-NTR Agreement”). Under the PE-NTR Agreement, all fees payable to PE-NTR were decreased by 15% . Other than the foregoing, there were no material changes in the PE-NTR Agreement. Subsequent to September 30, 2017, upon closing of the PELP transaction, the PE-NTR Agreement was terminated. As a result of purchasing PELP’s third-party asset management business, we will no longer incur the fees listed below. Pursuant to the PE-NTR Agreement, PE-NTR was entitled to specified fees for certain services, including managing our day-to-day activities and implementing our investment strategy. PE-NTR managed our day-to-day affairs and our portfolio of real estate investments subject to the Board’s supervision. Expenditures were reimbursed to PE-NTR based on amounts incurred on our behalf. Acquisition Fee —During the three and nine months ended September 30, 2017 and 2016 , we paid PE-NTR under the PE-NTR 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 was equal to 0.85% , or 1.0% prior to September 1, 2017, of the cost of investments we acquired or originated, including any debt attributable to such investments. Due Diligence Fee —During the three and nine months ended September 30, 2017 and 2016 , we reimbursed PE-NTR for expenses incurred related to selecting, evaluating, and acquiring assets on our behalf, including certain personnel costs. Asset Management Fee and Subordinated Participation —During the three and nine months ended September 30, 2017 and 2016 , the asset management compensation was equal to 0.85% , or 1.0% prior to September 1, 2017, of the cost of our assets. Prior to September 20, 2017, the asset management compensation was paid 80% in cash and 20% in Class B units of the Operating Partnership. The cash portion was paid on a monthly basis in arrears at the rate of 0.05667% multiplied by the cost of our assets as of the last day of the preceding monthly period. All asset management fees incurred between September 20, 2017 and the closing of the PELP transaction were paid 100% in cash. We paid an asset management subordinated participation by issuing a number of restricted operating partnership units designated as Class B units to PE-NTR, equal to: (i) the product of (x) the cost of our assets multiplied by (y) 0.0425% , or 0.05% prior to September 1, 2017, 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. PE-NTR was entitled to receive distributions on the Class B units (and OP units converted from previously issued and vested Class B units) at the same rate as distributions were paid to common stockholders. Subsequent to September 30, 2017, upon closing of the PELP transaction, all outstanding Class B units were converted to OP units. During the nine months ended September 30, 2017 and 2016 , the Operating Partnership issued 0.6 million and 0.4 million Class B units, respectively, to PE-NTR and ARC under the PE-NTR Agreement for asset management services performed by PE-NTR. Disposition Fee —During the three and nine months ended September 30, 2017 and 2016 , we paid PE-NTR for substantial assistance by PE-NTR, or its affiliates, 1.7% , or 2.0% prior to September 1, 2017, of the contract sales price of each property or other investment sold. The conflicts committee of our Board determined whether PE-NTR or its affiliates had provided substantial assistance to us in connection with the sale of an asset. Substantial assistance in connection with the sale of a property included 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 or its affiliates in connection with a sale. However, if we sold an asset to an affiliate, our organizational documents prohibited us from paying a disposition fee to PE-NTR or its affiliates. Prior to September 1, 2017, ARC also received the acquisition fee, asset management subordinated participation, and disposition fee, as well as distributions on Class B and OP units. For a more detailed discussion of the termination of our relationship with ARC, see Note 9 . General and Administrative Expenses —As of September 30, 2017 and December 31, 2016 , we owed PE-NTR and their affiliates approximately $117,000 and $43,000 , respectively, for general and administrative expenses paid on our behalf. Summarized below are the fees earned by and the expenses reimbursable to PE-NTR and ARC for the three and nine months ended September 30, 2017 and 2016 . As of September 1, 2017, pursuant to the termination of our relationship with ARC, they were no longer entitled to these fees and reimbursements. This table includes any related amounts unpaid as of September 30, 2017 and December 31, 2016 , except for unpaid general and administrative expenses, which we disclose above (in thousands): Three Months Ended Nine Months Ended Unpaid Amount as of September 30, September 30, September 30, December 31, 2017 2016 2017 2016 2017 2016 Acquisition fees (1) $ 294 $ 367 $ 1,344 $ 1,307 $ — $ — Due diligence fees (1) 370 73 583 228 1 29 Asset management fees (2) 5,071 4,852 15,388 14,182 1,529 1,687 OP units distribution (3) 448 470 1,373 1,398 145 158 Class B units distribution (4) 482 408 1,393 1,144 130 148 Disposition fees — — 19 — — — Total $ 6,665 $ 6,170 $ 20,100 $ 18,259 $ 1,805 $ 2,022 (1) Prior to January 1, 2017, acquisition and due diligence fees were recorded on our consolidated statements of operations. The majority of these costs are now capitalized and allocated to the related investment in real estate assets on the consolidated balance sheet based on the acquisition-date fair values of the respective assets and liability acquired. (2) Asset management fees are presented in General and Administrative 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 in General and Administrative on the consolidated statements of operations. Property Manager —During the three and nine months ended September 30, 2017 and 2016 , all of our real properties were managed and leased by the Property Manager, which was wholly owned by our Phillips Edison sponsor. The Property Manager also manages real properties owned by Phillips Edison affiliates and other third parties. Effective October 4, 2017, our agreement with the Property Manager was terminated. As a result, we will no longer incur the fees listed below. Property Management Fee —We paid to the Property Manager a monthly property management fee of 4% of the monthly gross cash receipts from the properties it managed. Leasing Commissions —In addition to the property management fee, if the Property Manager provided leasing services with respect to a property, we paid 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 was 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 could have been increased by up to 50% if the Property Manager engaged a co-broker to lease a particular vacancy. Construction Management Fee —If we engaged the Property Manager to provide construction management services with respect to a particular property, we paid a construction management fee in an amount that was usual and customary for comparable services rendered to similar projects in the geographic market of the property. Expenses and Reimbursements —The Property Manager hired, directed, and established policies for employees who had direct responsibility for the operations of each real property it managed, which could have included, but was not limited to, on-site managers and building and maintenance personnel. Certain employees of the Property Manager may have been employed on a part-time basis and may have also been employed by PE-NTR or certain of its affiliates. The Property Manager also directed the purchase of equipment and supplies and supervised all maintenance activity. We reimbursed the costs and expenses incurred by the Property Manager on our behalf, including employee compensation, legal, travel, and other out-of-pocket expenses that were directly related to the management of specific properties and corporate matters, as well as fees and expenses of third-party accountants. Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three and nine months ended September 30, 2017 and 2016 , and any related amounts unpaid as of September 30, 2017 and December 31, 2016 (in thousands): Three Months Ended Nine Months Ended Unpaid Amount as of September 30, September 30, September 30, December 31, 2017 2016 2017 2016 2017 2016 Property management fees (1) $ 2,717 $ 2,457 $ 7,986 $ 7,456 $ 888 $ 840 Leasing commissions (2) 1,677 1,828 6,077 5,570 314 705 Construction management fees (2) 683 251 1,367 664 327 165 Other fees and reimbursements (3) 2,409 1,499 6,030 4,064 1,116 796 Total $ 7,486 $ 6,035 $ 21,460 $ 17,754 $ 2,645 $ 2,506 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year are expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, are capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating, General and Administrative, and Transaction Expenses on the consolidated statements of operations based on the nature of the expense. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2017 | |
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 rental income to be received under non-cancelable operating leases in effect as of September 30, 2017 , assuming no new or renegotiated leases or option extensions on lease agreements, was as follows (in thousands): Year Amount Remaining 2017 $ 53,743 2018 205,462 2019 182,579 2020 160,034 2021 134,587 2022 and thereafter 453,701 Total $ 1,190,106 No single tenant comprised 10% or more of our aggregate annualized base rent as of September 30, 2017 . As of September 30, 2017 , our real estate investments in Florida represented 12.8% of our ABR. As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse economic developments in the Florida real estate market. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Distributions to Stockholders Distributions equal to a daily amount of $0.00183562 per share of common stock or OP unit outstanding were paid subsequent to September 30, 2017 , to the stockholders and OP unit holders of record from September 1, 2017, through October 31, 2017, as follows (in thousands): Distribution Period Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution September 1, 2017, through September 30, 2017 10/2/2017 $ 10,145 $ 4,301 $ 5,844 October 1, 2017, through October 31, 2017 11/1/2017 12,541 4,415 8,126 In November 2017 our Board authorized distributions to the stockholders and OP unit holders of record at the close of business each day in the period commencing December 1, 2017 through December 31, 2017, equal to a daily amount of $0.00183562 per share of common stock or OP unit. They also authorized distributions for January 2018 and February 2018 to the stockholders and OP unit holders of record at the close of business on January 16, 2018 and February 15, 2018, respectively, equal to a monthly amount of $0.05583344 per share of common stock or OP unit. The monthly distribution rate will result in the same annual distribution amount as the current, daily distribution rate. Acquisitions Subsequent to September 30, 2017 , we acquired the following properties (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Contractual Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Winter Springs Town Center Winter Springs, FL Publix 10/20/2017 $24,870 118,735 91.9% Flynn Crossing Center Alpharetta, GA Publix 10/26/2017 $23,691 95,002 96.0% |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of 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, 2016 , which are included in our 2016 Annual Report on Form 10-K. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in this Quarterly Report. Our results of operations for the three and nine months ended September 30, 2017 , 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. |
Held for Sale Entities | Held for Sale Entities —We consider assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. |
Newly Adopted and Recently Issued Accounting Pronouncements | Newly Adopted and Recently Issued Accounting Pronouncements The following table provides a brief description of recently issued accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters Accounting Standards Update “ASU” 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We will adopt this standard concurrently with ASU 2014-09, listed below. We expect the adoption will impact our transactions that are subject to the amendments, which, although expected to be infrequent, would include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period and end-of-period total amounts on the statement of cash flows rather than within an activity on the statement of cash flows. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe only two would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs and proceeds from settlement of insurance claims. We will continue to evaluate the impact that adoption of the standard will have on our presentation of these and any other applicable cash receipts and cash payments. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. We expect to have a change in presentation on our consolidated statement of operations with regards to Tenant Recovery Income, which includes reimbursement amounts we receive from tenants for operating expenses such as real estate taxes, insurance, and other common area maintenance. Additionally, this standard impacts the lessor’s ability to capitalize certain costs related to the leasing of vacant space, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. In 2015, the Financial Accounting Standard Board (“FASB”) provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental or reimbursement revenue. We currently plan to adopt this guidance on a modified retrospective basis. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-12, Derivatives and Hedging (Topic 815) This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. September 2017 Upon adoption, we included a disclosure related to the effect of our hedging activities on our consolidated statements of operations. This disclosure also eliminated the periodic measurement and recognition of hedging ineffectiveness. We adopted this guidance on a modified retrospective basis and applied an adjustment to Accumulated Other Comprehensive Income with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. For a more detailed discussion of this adoption, see Note 8. ASU 2017-01, Business Combinations This update amended existing guidance in order to clarify when an integrated set of assets and activities is considered a business. January 1, 2017 For a more detailed discussion of the effect of this adoption on our financial statements, see Note 4. |
Reclassifications | Reclassifications —The following line item on our consolidated statement of cash flows for the nine months ended September 30, 2016 , was reclassified: • Net (Gain) Loss on Write-off of Unamortized Capitalized Leasing Commissions, Market Debt Adjustments, and Deferred Financing Expense was separately disclosed due to significance in the current period. In the previous period these amounts were included in Other. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy | We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. Class B units and OP units held by limited partners other than us are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents and they have the potential to be exchanged for shares of our common stock in accordance with the terms of the Partnership Agreement. The impact of these Class B units and OP units on basic and diluted 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. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table provides a brief description of recently issued accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters Accounting Standards Update “ASU” 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We will adopt this standard concurrently with ASU 2014-09, listed below. We expect the adoption will impact our transactions that are subject to the amendments, which, although expected to be infrequent, would include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period and end-of-period total amounts on the statement of cash flows rather than within an activity on the statement of cash flows. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe only two would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs and proceeds from settlement of insurance claims. We will continue to evaluate the impact that adoption of the standard will have on our presentation of these and any other applicable cash receipts and cash payments. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. We expect to have a change in presentation on our consolidated statement of operations with regards to Tenant Recovery Income, which includes reimbursement amounts we receive from tenants for operating expenses such as real estate taxes, insurance, and other common area maintenance. Additionally, this standard impacts the lessor’s ability to capitalize certain costs related to the leasing of vacant space, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. In 2015, the Financial Accounting Standard Board (“FASB”) provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental or reimbursement revenue. We currently plan to adopt this guidance on a modified retrospective basis. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-12, Derivatives and Hedging (Topic 815) This update amended existing guidance in order to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. September 2017 Upon adoption, we included a disclosure related to the effect of our hedging activities on our consolidated statements of operations. This disclosure also eliminated the periodic measurement and recognition of hedging ineffectiveness. We adopted this guidance on a modified retrospective basis and applied an adjustment to Accumulated Other Comprehensive Income with a corresponding adjustment to the opening balance of Accumulated Deficit as of the beginning of 2017. For a more detailed discussion of this adoption, see Note 8. ASU 2017-01, Business Combinations This update amended existing guidance in order to clarify when an integrated set of assets and activities is considered a business. January 1, 2017 For a more detailed discussion of the effect of this adoption on our financial statements, see Note 4. |
PELP Acquisition Transfer of Co
PELP Acquisition Transfer of Consideration (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its captive insurance company, and its third-party asset management business (in thousands): Amount Value of Operating Partnership units (“OP units”) issued (1) $ 404,317 Debt assumed (2) : Corporate debt 432,091 Mortgages and notes payable 70,837 Cash payments 25,000 Total estimated consideration $ 932,245 (1) We issued 39.6 million OP units, excluding 5.1 million OP units and Class B units outstanding prior to the acquisition date, with an estimated value per unit of $10.20 at the time of the transaction. (2) The amounts related to debt assumed are shown at face value, but the final amounts will be recorded at fair value. |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate Investments, Net [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | For the nine months ended September 30, 2017 and 2016 , we allocated the purchase price of our acquisitions, including acquisition costs for 2017, to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2017 2016 Land and improvements $ 36,100 $ 47,834 Building and improvements 95,507 74,709 Acquired in-place leases 13,646 12,300 Acquired above-market leases 1,012 2,398 Acquired below-market leases (3,703 ) (6,313 ) Total assets and lease liabilities acquired 142,562 130,928 Less: Fair value of assumed debt at acquisition 30,832 — Net assets acquired $ 111,730 $ 130,928 |
Schedule of Finite-lived Intangible Assets Acquired as Part of Business Combination | The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the nine months ended September 30, 2017 and 2016 , are as follows (in years): 2017 2016 Acquired in-place leases 13 12 Acquired above-market leases 7 6 Acquired below-market leases 19 22 |
Schedule of Held-for-sale Property | A summary of assets and liabilities for the property held for sale as of September 30, 2017 , is below (in thousands): September 30, 2017 ASSETS Total investment in real estate assets, net $ 4,459 Accounts receivable, net 300 Other assets, net 104 Total assets $ 4,863 LIABILITIES Liabilities: Acquired below-market lease liabilities, net of accumulated amortization of $38 $ 82 Accounts payable – affiliates 5 Accounts payable and other liabilities 146 Total liabilities $ 233 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following is a summary of borrowings as of September 30, 2017 and December 31, 2016 (dollars in thousands): September 30, 2017 December 31, 2016 Fair value $ 1,226,748 $ 1,056,990 Recorded value (1) 1,232,190 1,065,180 (1) Recorded value does not include deferred financing costs of $7.4 million and $9.0 million as of September 30, 2017 and December 31, 2016 , respectively. |
Schedule of Derivative Instruments, Fair Value | The fair value measurements of our derivative assets and liabilities as of September 30, 2017 and December 31, 2016 , were as follows (in thousands): September 30, 2017 December 31, 2016 Derivative asset: Interest rate swaps designated as hedging instruments - Term Loans $ 11,175 $ 11,916 Derivative liability: Interest rate swap not designated as hedging instrument - mortgage note 108 262 |
Mortgages and Loans Payable (Ta
Mortgages and Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Subsequent Events [Table Text Block] | Upon completion of the PELP transaction, in order to increase the availability on our revolving credit facility and refinance the corporate debt assumed from the PELP transaction, we entered into the following new credit agreements (in thousands): Interest Rate Principal Balance Term loan due April 2022 (1)(2)(3) LIBOR + 1.30% $ 310,000 Term loan due October 2024 (1)(3) LIBOR + 1.75% 175,000 Loan facility due November 2026 (4) 3.55% 175,000 Loan facility due November 2027 (4) 3.52% 195,000 (1) The term loan interest rate spreads may vary based on our leverage ratio. The spreads presented were those in effect when we executed the loan agreements. (2) The term loan maturing in 2022 has a delayed draw feature for a total capacity of $375 million . (3) On October 27, 2017, we entered into two interest rate swap agreements with a total notional amount of $350 million on the term loans maturing in 2022 and 2024. These interest rate swaps were effective November 1, 2017. (4) The loan facility maturing in 2026 is secured by 16 properties. The loan facility maturing in 2027 is secured by separate mortgages on 14 properties. |
Schedule of Outstanding Principal Balances of Debt Obligations | The following is a summary of the outstanding principal balances of our debt obligations as of September 30, 2017 and December 31, 2016 (in thousands): Interest Rate (1) September 30, 2017 December 31, 2016 Revolving credit facility (2)(3) 2.54% $ 378,969 $ 176,969 Term loan due 2019 (3) 2.46% 100,000 100,000 Term loan due 2020 (3) 2.65% 175,000 175,000 Term loan due 2021 2.49%-2.80% 125,000 125,000 Term loan due 2023 3.03% 255,000 255,000 Mortgages payable (4) 3.73%-7.91% 194,480 228,721 Assumed market debt adjustments, net (5) 3,741 4,490 Deferred financing costs, net (6) (7,411 ) (9,024 ) Total $ 1,224,779 $ 1,056,156 (1) Includes the effects of derivative financial instruments (see Notes 5 and 8 ) as of September 30, 2017 . (2) The gross borrowings and payments under our revolving credit facility were $295 million and $93 million , respectively, during the nine months ended September 30, 2017 . The revolving credit facility had a capacity of $500 million as of September 30, 2017 and December 31, 2016 . (3) In October 2017, the maturity date of the revolving credit facility was extended to October 2021, with additional options to extend the maturity to October 2022. The term loans have options to extend their maturities to 2021. A maturity date extension for the term loans requires the payment of an extension fee of 0.15% of the outstanding principal amount of the corresponding tranche. (4) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of September 30, 2017 and December 31, 2016 . (5) Net of accumulated amortization of $3.8 million and $6.1 million as of September 30, 2017 and December 31, 2016 , respectively. (6) Deferred financing costs shown are related to our Term Loans and mortgages payable and are net of accumulated amortization of $4.8 million and $3.9 million as of September 30, 2017 and December 31, 2016 , respectively. Deferred financing costs related to the revolving credit facility, which are included in Other Assets, Net, were $0.4 million and $2.2 million as of September 30, 2017 and December 31, 2016 , respectively, and are net of accumulated amortization of $8.5 million and $6.7 million , respectively. |
Schedule of Debt Allocation | The allocation of total debt between fixed and variable-rate and between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of September 30, 2017 and December 31, 2016 , is summarized below (in thousands): September 30, 2017 December 31, 2016 As to interest rate: (1) Fixed-rate debt $ 836,480 $ 615,721 Variable-rate debt 391,969 444,969 Total $ 1,228,449 $ 1,060,690 As to collateralization: Unsecured debt $ 1,033,969 $ 831,969 Secured debt 194,480 228,721 Total $ 1,228,449 $ 1,060,690 (1) Includes the effects of derivative financial instruments (see Notes 5 and 8 ). |
Derivatives and Hedging Activ28
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of September 30, 2017 and December 31, 2016 , which includes an interest rate swap with a notional amount of $255 million that we entered into in October 2016 and became effective in July 2017 (notional amount in thousands): Count Notional Amount Fixed LIBOR Maturity Date 4 $642,000 1.2% - 1.5% 2019-2023 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive (loss) income for the three and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Amount of (loss) gain recognized in OCI on derivative $ (179 ) $ 1,306 $ (1,944 ) $ (9,584 ) Amount of loss reclassified from AOCI into interest expense (228 ) (888 ) (1,203 ) (2,762 ) |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Outstanding OP Units and Unvested Class B Units | Below is a summary of our number of outstanding OP units and unvested Class B units as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 OP units 2,367 2,785 Class B units (1) 2,710 2,610 (1) Upon closing of the PELP transaction, all outstanding Class B units were converted to OP units. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator for basic and diluted earnings per share: Net (loss) income attributable to stockholders $ (8,232 ) $ 2,464 $ (8,319 ) $ 5,243 Denominator: Denominator for basic earnings per share - weighted-average shares 183,843 184,639 183,402 183,471 Effect of dilutive OP units — 2,785 — 2,785 Effect of restricted stock awards — 4 — 4 Denominator for diluted earnings per share - adjusted weighted-average shares 183,843 187,428 183,402 186,260 Earnings per common share: Net (loss) income attributable to stockholders - basic and diluted $ (0.04 ) $ 0.01 $ (0.05 ) $ 0.03 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Advisor Transactions | Summarized below are the fees earned by and the expenses reimbursable to PE-NTR and ARC for the three and nine months ended September 30, 2017 and 2016 . As of September 1, 2017, pursuant to the termination of our relationship with ARC, they were no longer entitled to these fees and reimbursements. This table includes any related amounts unpaid as of September 30, 2017 and December 31, 2016 , except for unpaid general and administrative expenses, which we disclose above (in thousands): Three Months Ended Nine Months Ended Unpaid Amount as of September 30, September 30, September 30, December 31, 2017 2016 2017 2016 2017 2016 Acquisition fees (1) $ 294 $ 367 $ 1,344 $ 1,307 $ — $ — Due diligence fees (1) 370 73 583 228 1 29 Asset management fees (2) 5,071 4,852 15,388 14,182 1,529 1,687 OP units distribution (3) 448 470 1,373 1,398 145 158 Class B units distribution (4) 482 408 1,393 1,144 130 148 Disposition fees — — 19 — — — Total $ 6,665 $ 6,170 $ 20,100 $ 18,259 $ 1,805 $ 2,022 (1) Prior to January 1, 2017, acquisition and due diligence fees were recorded on our consolidated statements of operations. The majority of these costs are now capitalized and allocated to the related investment in real estate assets on the consolidated balance sheet based on the acquisition-date fair values of the respective assets and liability acquired. (2) Asset management fees are presented in General and Administrative 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 in General and Administrative 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, 2017 and 2016 , and any related amounts unpaid as of September 30, 2017 and December 31, 2016 (in thousands): Three Months Ended Nine Months Ended Unpaid Amount as of September 30, September 30, September 30, December 31, 2017 2016 2017 2016 2017 2016 Property management fees (1) $ 2,717 $ 2,457 $ 7,986 $ 7,456 $ 888 $ 840 Leasing commissions (2) 1,677 1,828 6,077 5,570 314 705 Construction management fees (2) 683 251 1,367 664 327 165 Other fees and reimbursements (3) 2,409 1,499 6,030 4,064 1,116 796 Total $ 7,486 $ 6,035 $ 21,460 $ 17,754 $ 2,645 $ 2,506 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year are expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, are capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating, General and Administrative, and Transaction Expenses on the consolidated statements of operations based on the nature of the expense. |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Approximate future rental income to be received under non-cancelable operating leases in effect as of September 30, 2017 , assuming no new or renegotiated leases or option extensions on lease agreements, was as follows (in thousands): Year Amount Remaining 2017 $ 53,743 2018 205,462 2019 182,579 2020 160,034 2021 134,587 2022 and thereafter 453,701 Total $ 1,190,106 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Distributions to Stockholders | Distributions equal to a daily amount of $0.00183562 per share of common stock or OP unit outstanding were paid subsequent to September 30, 2017 , to the stockholders and OP unit holders of record from September 1, 2017, through October 31, 2017, as follows (in thousands): Distribution Period Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution September 1, 2017, through September 30, 2017 10/2/2017 $ 10,145 $ 4,301 $ 5,844 October 1, 2017, through October 31, 2017 11/1/2017 12,541 4,415 8,126 |
Real Estate Acquisitions - Subsequent Event | Subsequent to September 30, 2017 , we acquired the following properties (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Contractual Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Winter Springs Town Center Winter Springs, FL Publix 10/20/2017 $24,870 118,735 91.9% Flynn Crossing Center Alpharetta, GA Publix 10/26/2017 $23,691 95,002 96.0% |
Organization (Details)
Organization (Details) | Oct. 04, 2017 | Sep. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of real estate properties owned | 159 | |
Subsequent Event | Phillips Edison Limited Partnership | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of real estate properties owned | 76 | |
Business Acquisition [Line Items] | ||
Business combination, date of contribution agreement | Oct. 4, 2017 |
PELP Acquisition (Details)
PELP Acquisition (Details) $ / shares in Units, $ in Thousands, shares in Millions | Oct. 04, 2017USD ($)shares | Sep. 30, 2017$ / shares | Sep. 08, 2017$ / shares |
Business Acquisition [Line Items] | |||
Business combination, number of real estate properties acquired | 159 | ||
Share price | $ / shares | $ 10.20 | $ 11 | |
Subsequent Event | Phillips Edison Limited Partnership | |||
Business Acquisition [Line Items] | |||
Business combination, date of contribution agreement | Oct. 4, 2017 | ||
Business combination, number of real estate properties acquired | 76 | ||
Business combination, value of operating units issued | $ 404,317 | ||
Business combination, corporate debt assumed | 432,091 | ||
Business combination, mortgages and notes payable assumed | 70,837 | ||
Business combination, cash payments to acquire business | 25,000 | ||
Business combination, total estimated consideration | $ 932,245 | ||
Business combination, number of shares of OP units issued | shares | 39.6 | ||
Business combination, equity interests outstanding prior to acquisition | shares | 5.1 | ||
Business combination, post-transaction acquirer ownership percentage | 80.60% | ||
Business combination, post-transaction equity interests issued or issuable, percentage | 19.40% | ||
Business combination, contingent consideration, equity interests issuable | shares | 12.5 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Real Estate Investments, Net [Abstract] | ||
Number of real estate acquisitions | 6 | 3 |
Real Estate Acquisitions (Det37
Real Estate Acquisitions (Details) - Allocation - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Real Estate Investments, Net [Abstract] | ||
Land and improvements | $ 36,100 | $ 47,834 |
Building and improvements | 95,507 | 74,709 |
Acquired in-place leases | 13,646 | 12,300 |
Acquired above-market leases | 1,012 | 2,398 |
Acquired below-market leases | (3,703) | (6,313) |
Total assets and lease liabilities acquired | 142,562 | 130,928 |
Less: Fair value of assumed debt at acquisition | 30,832 | 0 |
Net assets acquired | $ 111,730 | $ 130,928 |
Real Estate Acquisitions (Deta
Real Estate Acquisitions (Details) - Weighted-average amortization | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Acquired In-Place Leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired finite-lived intangible assets, weighted average useful life | 13 years | 12 years |
Acquired Above-Market Leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired finite-lived intangible assets, weighted average useful life | 7 years | 6 years |
Acquired Below-Market Leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired finite-lived intangible assets, weighted average useful life | 19 years | 22 years |
Real Estate Acquisitions Proper
Real Estate Acquisitions Property Held-for-sale (Details) - USD ($) $ in Thousands | Oct. 26, 2017 | Sep. 30, 2017 |
Long Lived Assets Held-for-sale [Line Items] | ||
Total investment in real estate assets, net | $ 4,459 | |
Accounts receivable, net | 300 | |
Other assets, net | 104 | |
Total assets | 4,863 | |
Acquired below-market lease liabilities, net of accumulated amortization of $38 | 82 | |
Below market lease, accumulated amortization | 38 | |
Accounts payable – affiliates | 5 | |
Accounts payable and other liabilities | 146 | |
Total liabilities | $ 233 | |
Subsequent Event | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Proceeds from sale of property, plant, and equipment | $ 6,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Mortgages and Loans Payable - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Inputs, Liabilities, Quantitative Information | ||
Recorded value | $ 1,232,190 | $ 1,065,180 |
Deferred financing costs | 7,411 | 9,024 |
Fair Value, Level 3 Inputs | ||
Fair Value Inputs, Liabilities, Quantitative Information | ||
Fair value | $ 1,226,748 | $ 1,056,990 |
Fair Value Measurements (Deta41
Fair Value Measurements (Details) - Derivative Instruments - Interest Rate Swap $ in Thousands | Sep. 30, 2017USD ($)derivative | Dec. 31, 2016USD ($)derivative |
Not Designated as Hedging Instrument | ||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | ||
Derivative, notional amount | $ 10,800 | $ 11,000 |
Number of interest rate swap agreements | derivative | 1 | 1 |
Derivative assets / liabilities, at fair value, net | $ (108) | $ (262) |
Designated as Hedging Instrument | ||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | ||
Derivative assets / liabilities, at fair value, net | $ 11,175 | $ 11,916 |
Mortgages and Loans Payable (De
Mortgages and Loans Payable (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 1,228,449 | $ 1,060,690 |
Assumed market debt adjustments, net | 3,741 | 4,490 |
Deferred financing costs, net | (7,411) | (9,024) |
Total | 1,224,779 | 1,056,156 |
Accumulated amortization, assumed below-market debt adjustment | 3,800 | 6,100 |
Accumulated amortization, deferred finance costs | $ 4,800 | $ 3,900 |
Weighted-average interest rate on debt | 3.10% | 3.00% |
Mortgages | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 194,480 | $ 228,721 |
Mortgages | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.73% | |
Mortgages | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 7.91% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.54% | |
Outstanding principal balance | $ 378,969 | 176,969 |
Gross borrowings | 295,000 | |
Gross payments | 93,000 | |
Borrowing capacity, amount | 500,000 | 500,000 |
Deferred financing costs, line of credit arrangements, net | 400 | 2,200 |
Accumulated amortization of deferred financing costs, line of credit arrangements | $ 8,500 | 6,700 |
Term Loan Due 2019 | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.46% | |
Outstanding principal balance | $ 100,000 | 100,000 |
Term Loan Due 2020 | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.65% | |
Outstanding principal balance | $ 175,000 | 175,000 |
Term Loan Due 2021 | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 125,000 | 125,000 |
Term Loan Due 2021 | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.49% | |
Term Loan Due 2021 | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.80% | |
Term Loan Due 2023 | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.03% | |
Outstanding principal balance | $ 255,000 | $ 255,000 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Maturity date extension fee, percent | 0.15% |
Mortgages and Loans Payable (43
Mortgages and Loans Payable (Details) - Debt Obligations - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Fixed-rate debt | $ 836,480 | $ 615,721 |
Variable-rate debt | 391,969 | 444,969 |
Total | 1,228,449 | 1,060,690 |
Unsecured Debt | 1,033,969 | 831,969 |
Secured Debt | $ 194,480 | $ 228,721 |
Mortgages and Loans Payable New
Mortgages and Loans Payable New Credit Agreements (Details) $ in Thousands | Oct. 04, 2017USD ($)property | Oct. 27, 2017USD ($)derivative | Sep. 30, 2017USD ($)derivative | Dec. 31, 2016USD ($)derivative |
Line of Credit Facility [Line Items] | ||||
Outstanding principal balance | $ 1,228,449 | $ 1,060,690 | ||
Number of real estate properties owned | 159 | |||
Debt issuance costs | $ 12,600 | |||
London Interbank Offered Rate (LIBOR) | Designated as Hedging Instrument | Interest Rate Swap | ||||
Line of Credit Facility [Line Items] | ||||
Count | derivative | 4 | 4 | ||
Derivative, notional amount | $ 642,000 | $ 642,000 | ||
Subsequent Event | London Interbank Offered Rate (LIBOR) | Designated as Hedging Instrument | Interest Rate Swap | ||||
Line of Credit Facility [Line Items] | ||||
Count | derivative | 2 | |||
Derivative, notional amount | $ 350,000 | |||
Subsequent Event | Term Loan Due 2022 | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding principal balance | $ 310,000 | |||
Interest rate, basis spread on variable rate | 1.30% | |||
Borrowing capacity, amount | $ 375,000 | |||
Subsequent Event | Term Loan Due 2024 | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding principal balance | $ 175,000 | |||
Interest rate, basis spread on variable rate | 1.75% | |||
Subsequent Event | Loan Facility Due 2026 | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate | 3.55% | |||
Outstanding principal balance, secured debt | $ 175,000 | |||
Number of real estate properties owned | property | 16 | |||
Subsequent Event | Loan Facility Due 2027 | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate | 3.52% | |||
Outstanding principal balance, secured debt | $ 195,000 | |||
Number of real estate properties owned | property | 14 |
Derivatives and Hedging Activ45
Derivatives and Hedging Activities (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)derivative | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)derivative | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)derivative | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (loss) gain recognized in OCI on derivative | $ (179) | $ 1,306 | $ (1,944) | $ (9,584) | |
Amount of loss reclassified from AOCI to interest expense | (228) | $ (888) | (1,203) | $ (2,762) | |
Interest rate derivative liabilities, at fair value | 100 | 100 | |||
Designated as Hedging Instrument | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Reversal of cumulative ineffectiveness gain due to adoption of new accounting pronouncement | $ 1,300 | 1,300 | |||
Derivative instruments, gain (loss) reclassification from OCI to income, estimated net amount to be transferred | $ 600 | ||||
Interest Rate Swap | Designated as Hedging Instrument | Minimum | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Fixed LIBOR | 1.20% | 1.20% | 1.20% | ||
Interest Rate Swap | Designated as Hedging Instrument | Maximum | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Fixed LIBOR | 1.50% | 1.50% | 1.50% | ||
Forward Swap | Designated as Hedging Instrument | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, notional amount | $ 255,000 | $ 255,000 | $ 255,000 | ||
London Interbank Offered Rate (LIBOR) | Interest Rate Swap | Designated as Hedging Instrument | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative, notional amount | $ 642,000 | $ 642,000 | $ 642,000 | ||
Count | derivative | 4 | 4 | 4 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 08, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | ||||
Share price | $ 10.20 | $ 11 | ||
SRP, outstanding requests | 9,800,000 | |||
Payments to noncontrolling interest | $ 9,600 | |||
OP units repurchased | 417,801 | |||
Payments for OP units repurchased | $ 4,179 | |||
Payments for repurchase of unvested Class B units, and termination of special limited partnership interest and fee-sharing arrangements | $ 5,400 | |||
OP units | 2,367,000 | 2,785,000 | ||
Class B units | 2,710,000 | 2,610,000 | 2,500,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||
Class B units unvested | 2,710,000 | 2,500,000 | 2,710,000 | 2,500,000 | 2,610,000 |
Numerator for basic and diluted earnings per share: | |||||
Net (loss) income attributable to stockholders | $ (8,232) | $ 2,464 | $ (8,319) | $ 5,243 | |
Denominator: | |||||
Denominator for basic earnings per share - weighted-average shares | 183,843,000 | 184,639,000 | 183,402,000 | 183,471,000 | |
Effect of dilutive OP units | 0 | 2,785,000 | 0 | 2,785,000 | |
Effect of restricted stock awards | 0 | 4,000 | 0 | 4,000 | |
Denominator for diluted earnings per share - adjusted weighted-average shares | 183,843,000 | 187,428,000 | 183,402,000 | 186,260,000 | |
Earnings per common share: | |||||
Net (loss) income attributable to stockholders - basic and diluted | $ (0.04) | $ 0.01 | $ (0.05) | $ 0.03 | |
OP Units | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,400,000 | ||||
Restricted Stock Awards | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 17,200 |
Related Party Transactions Rela
Related Party Transactions Related Party (Details) - Economic Dependency - shares | Sep. 30, 2017 | Dec. 31, 2016 |
Related Party Transactions [Abstract] | ||
Shares owned by advisor | 176,509 | 176,509 |
Percentage of shares owned by advisor | 0.10% | 0.10% |
Related Party Transactions Re49
Related Party Transactions Related Party Transactions (Details) - Advisor - USD ($) shares in Millions | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 31, 2017 | Sep. 30, 2017 | Sep. 19, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | $ 5,454,000 | $ 0 | $ 5,454,000 | $ 0 | |||||
Accounts payable – affiliates | $ 4,567,000 | $ 4,567,000 | 4,567,000 | 4,567,000 | $ 4,571,000 | ||||
Advisory Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, rate decrease | 15.00% | ||||||||
Expenses from transactions with related party | 6,665,000 | 6,170,000 | 20,100,000 | 18,259,000 | |||||
Accounts payable – affiliates | 1,805,000 | $ 1,805,000 | 1,805,000 | 1,805,000 | 2,022,000 | ||||
Advisory Agreement | Acquisition Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, rate | 0.85% | 1.00% | |||||||
Expenses from transactions with related party | 294,000 | 367,000 | 1,344,000 | 1,307,000 | |||||
Accounts payable – affiliates | 0 | $ 0 | 0 | 0 | 0 | ||||
Advisory Agreement | Asset Management Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, rate | 0.85% | 1.00% | |||||||
Expenses from transactions with related party | 5,071,000 | 4,852,000 | 15,388,000 | $ 14,182,000 | |||||
Accounts payable – affiliates | 1,529,000 | $ 1,529,000 | 1,529,000 | $ 1,529,000 | 1,687,000 | ||||
Advisory Agreement | Asset Management Fee, Portion Paid in Cash, Monthly Payment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, rate | 0.05667% | ||||||||
Advisory Agreement | Asset Management Subordination Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class B units of operating partnership, issued in connection with asset management services | 0.6 | 0.4 | |||||||
Advisory Agreement | Disposition Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, rate | 1.70% | 2.00% | |||||||
Expenses from transactions with related party | 0 | 0 | $ 19,000 | $ 0 | |||||
Accounts payable – affiliates | 0 | $ 0 | 0 | 0 | 0 | ||||
Advisory Agreement | General and Administrative Reimbursements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts payable – affiliates | 117,000 | 117,000 | 117,000 | 117,000 | 43,000 | ||||
Advisory Agreement | Due Diligence Fees | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | 370,000 | 73,000 | 583,000 | 228,000 | |||||
Accounts payable – affiliates | 1,000 | 1,000 | 1,000 | 1,000 | 29,000 | ||||
Advisory Agreement | OP Units Distribution | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | 448,000 | 470,000 | 1,373,000 | 1,398,000 | |||||
Accounts payable – affiliates | 145,000 | 145,000 | 145,000 | 145,000 | 158,000 | ||||
Advisory Agreement | Class B Units Distribution | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | 482,000 | $ 408,000 | 1,393,000 | $ 1,144,000 | |||||
Accounts payable – affiliates | $ 130,000 | $ 130,000 | $ 130,000 | $ 130,000 | $ 148,000 | ||||
Advisory Agreement | Cash | Asset Management Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, rate | 100.00% | 80.00% | |||||||
Advisory Agreement | Class B Units | Asset Management Fee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, rate | 0.0425% | 0.05% | 20.00% |
Related Party Transactions Re50
Related Party Transactions Related Party Transactions (Details) - Property Manager - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 5,454 | $ 0 | $ 5,454 | $ 0 | |
Accounts payable – affiliates | 4,567 | 4,567 | $ 4,571 | ||
Property Manager | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 7,486 | 6,035 | 21,460 | 17,754 | |
Accounts payable – affiliates | 2,645 | $ 2,645 | 2,506 | ||
Property Manager | Property Management Fee | |||||
Related Party Transaction [Line Items] | |||||
Property management fee, percent fee | 4.00% | ||||
Expenses from transactions with related party | 2,717 | 2,457 | $ 7,986 | 7,456 | |
Accounts payable – affiliates | 888 | $ 888 | 840 | ||
Property Manager | Leasing Commissions | |||||
Related Party Transaction [Line Items] | |||||
Allowed percentage increase to leasing fee payable | 50.00% | ||||
Expenses from transactions with related party | 1,677 | 1,828 | $ 6,077 | 5,570 | |
Accounts payable – affiliates | 314 | 314 | 705 | ||
Property Manager | Construction Management Fees | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 683 | 251 | 1,367 | 664 | |
Accounts payable – affiliates | 327 | 327 | 165 | ||
Property Manager | Other Fees and Reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 2,409 | $ 1,499 | 6,030 | $ 4,064 | |
Accounts payable – affiliates | $ 1,116 | $ 1,116 | $ 796 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Sep. 30, 2017 | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | ||
Remaining 2,017 | $ 53,743 | |
2,018 | 205,462 | |
2,019 | 182,579 | |
2,020 | 160,034 | |
2,021 | 134,587 | |
2022 and thereafter | 453,701 | |
Total | $ 1,190,106 | |
Florida | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12.80% |
Subsequent Events (Details) - D
Subsequent Events (Details) - Distributions - USD ($) $ / shares in Units, $ in Thousands | Nov. 01, 2017 | Oct. 03, 2017 | Dec. 31, 2017 | Feb. 28, 2018 | Oct. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Subsequent Event [Line Items] | |||||||
Common stock, dividends, per share, declared | $ 0.50 | $ 0.50 | |||||
Distributions reinvested | $ 36,171 | $ 44,731 | |||||
Net cash distribution | $ 56,226 | $ 47,535 | |||||
Subsequent Event | Dividend Paid | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, dividends, per share, declared | $ 0.00183562 | ||||||
Gross amount of distribution paid | $ 12,541 | $ 10,145 | |||||
Distributions reinvested | 4,415 | 4,301 | |||||
Net cash distribution | $ 8,126 | $ 5,844 | |||||
Subsequent Event | Dividend Declared | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, dividends, per share, declared | $ 0.00183562 | $ 0.05583344 |
Subsequent Events (Details) - A
Subsequent Events (Details) - Acquisition $ in Thousands | Oct. 26, 2017USD ($)ft² | Oct. 20, 2017USD ($)ft² | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Subsequent Event [Line Items] | ||||
Real estate investment property, at cost | $ 2,747,184 | $ 2,584,005 | ||
Subsequent Event | Winter Springs Town Center | ||||
Subsequent Event [Line Items] | ||||
Real estate investment property, at cost | $ 24,870 | |||
Area of real estate property | ft² | 118,735 | |||
Real estate properties, percentage of area under lease contract | 91.90% | |||
Subsequent Event | Flynn Crossing Center | ||||
Subsequent Event [Line Items] | ||||
Real estate investment property, at cost | $ 23,691 | |||
Area of real estate property | ft² | 95,002 | |||
Real estate properties, percentage of area under lease contract | 96.00% |