Document and Entity Information
Document and Entity Information - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 | |
Entity Registrant Name | Phillips Edison & Company, 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 | 183,010 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Investment in real estate: | ||
Land and improvements | $ 1,125,816 | $ 1,121,590 |
Building and improvements | 2,274,876 | 2,263,400 |
Acquired in-place lease assets | 314,378 | 313,432 |
Acquired above-market lease assets | 53,597 | 53,524 |
Total investment in real estate assets | 3,768,667 | 3,751,946 |
Accumulated depreciation and amortization | (504,912) | (462,025) |
Total investment in real estate assets, net | 3,263,755 | 3,289,921 |
Cash and cash equivalents | 14,690 | 5,716 |
Restricted cash | 17,279 | 21,729 |
Accounts receivable - affiliates | 6,935 | 6,102 |
Corporate intangible assets, net | 52,200 | 55,100 |
Goodwill | 29,066 | 29,066 |
Other assets, net | 135,102 | 118,448 |
Total assets | 3,519,027 | 3,526,082 |
Liabilities: | ||
Debt obligations, net | 1,834,829 | 1,806,998 |
Acquired below-market lease liabilities, net of accumulated amortization of $29,946 and $27,388, respectively | 88,523 | 90,624 |
Accounts payable – affiliates | 1,733 | 1,359 |
Accounts payable and other liabilities | 132,670 | 148,419 |
Total liabilities | 2,057,755 | 2,047,400 |
Commitments and contingencies (Note 8) | 0 | 0 |
Equity: | ||
Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 0 | 0 |
Common stock, $0.01 par value per share, 1,000,000 shares authorized, 186,027 and 185,233 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 1,860 | 1,852 |
Additional paid-in capital | 1,638,176 | 1,629,130 |
Accumulated other comprehensive income (“AOCI”) | 27,381 | 16,496 |
Accumulated deficit | (634,164) | (601,238) |
Total stockholders’ equity | 1,033,253 | 1,046,240 |
Noncontrolling interests | 428,019 | 432,442 |
Total equity | 1,461,272 | 1,478,682 |
Total liabilities and equity | $ 3,519,027 | $ 3,526,082 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
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 | 186,027,000 | 185,233,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Rental income | $ 71,449 | $ 51,093 |
Tenant recovery income | 22,437 | 16,936 |
Fees and management income | 8,712 | 0 |
Other property income | 601 | 274 |
Total revenues | 103,199 | 68,303 |
Expenses: | ||
Property operating | 18,115 | 11,432 |
Real estate taxes | 13,147 | 10,258 |
General and administrative | 10,461 | 7,830 |
Depreciation and amortization | 46,427 | 27,624 |
Total expenses | 88,150 | 57,144 |
Other: | ||
Interest expense, net | (16,779) | (8,390) |
Other expense, net | (107) | (1,635) |
Net (loss) income | (1,837) | 1,134 |
Net loss (income) attributable to noncontrolling interests | 237 | (28) |
Net (loss) income attributable to stockholders | $ (1,600) | $ 1,106 |
Earnings per common share: | ||
Net (loss) income per share attributable to stockholders - basic and diluted | $ (0.01) | $ 0.01 |
Weighted-average common shares outstanding: | ||
Basic | 185,899 | 183,230 |
Diluted | 230,352 | 186,022 |
Comprehensive income: | ||
Net (loss) income | $ (1,837) | $ 1,134 |
Other comprehensive income: | ||
Change in unrealized gain on interest rate swaps | 13,488 | 1,816 |
Comprehensive income | 11,651 | 2,950 |
Net loss (income) attributable to noncontrolling interests | 237 | (28) |
Other comprehensive income attributable to noncontrolling interests | (2,603) | 0 |
Comprehensive income attributable to stockholders | $ 9,285 | $ 2,922 |
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 | Accumulated Deficit | Total Stockholders' Equity | Noncontrolling Interest |
Balance, shares at Dec. 31, 2016 | 185,062 | ||||||
Balance, value at Dec. 31, 2016 | $ 1,224,787 | $ 1,851 | $ 1,627,098 | $ 11,916 | $ (439,484) | $ 1,201,381 | $ 23,406 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases, shares | (3,955) | ||||||
Share repurchases, value | (40,340) | $ (40) | (40,300) | (40,340) | |||
Dividend reinvestment plan (DRIP), shares | 1,345 | ||||||
Dividend reinvestment plan (DRIP), value | 13,716 | $ 14 | 13,702 | 13,716 | |||
Change in unrealized gain on interest rate swaps | 1,816 | 1,816 | 1,816 | ||||
Common distributions declared, $0.17 per share | (30,334) | (30,334) | (30,334) | ||||
Distributions to noncontrolling interests | (465) | (465) | |||||
Share-based compensation, shares | 0 | ||||||
Share-based compensation, value | 15 | 15 | 15 | ||||
Net income (loss) | 1,134 | 1,106 | 1,106 | 28 | |||
Balance, shares at Mar. 31, 2017 | 182,452 | ||||||
Balance, value at Mar. 31, 2017 | 1,170,329 | $ 1,825 | 1,600,515 | 13,732 | (468,712) | 1,147,360 | 22,969 |
Balance, shares at Dec. 31, 2017 | 185,233 | ||||||
Balance, value at Dec. 31, 2017 | 1,478,682 | $ 1,852 | 1,629,130 | 16,496 | (601,238) | 1,046,240 | 432,442 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases, shares | (366) | ||||||
Share repurchases, value | (4,015) | $ (4) | (4,011) | (4,015) | |||
Dividend reinvestment plan (DRIP), shares | 1,160 | ||||||
Dividend reinvestment plan (DRIP), value | 12,764 | $ 12 | 12,752 | 12,764 | |||
Change in unrealized gain on interest rate swaps | 13,488 | 10,885 | 10,885 | 2,603 | |||
Common distributions declared, $0.17 per share | (31,326) | (31,326) | (31,326) | ||||
Distributions to noncontrolling interests | (6,789) | (6,789) | |||||
Share-based compensation, shares | 0 | ||||||
Share-based compensation, value | 318 | 318 | 318 | ||||
Other | 13 | 13 | 13 | ||||
Net income (loss) | (1,837) | (1,600) | (1,600) | (237) | |||
Balance, shares at Mar. 31, 2018 | 186,027 | ||||||
Balance, value at Mar. 31, 2018 | $ 1,461,272 | $ 1,860 | $ 1,638,176 | $ 27,381 | $ (634,164) | $ 1,033,253 | $ 428,019 |
Consolidated Statements of Equ6
Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Common distributions declared, per share | $ 0.17 | $ 0.17 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (1,837) | $ 1,134 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 42,040 | 27,284 |
Net amortization of above- and below-market leases | (1,007) | (331) |
Amortization of deferred financing expense | 1,226 | 1,192 |
Depreciation and amortization of corporate assets | 4,128 | 0 |
Net gain on write-off of unamortized capitalized leasing commissions, market debt adjustments, and deferred financing expense | 0 | (477) |
Straight-line rent | (1,057) | (493) |
Other | 319 | 36 |
Changes in operating assets and liabilities: | ||
Accounts receivable – affiliates | (833) | 0 |
Other assets | (3,556) | (6,929) |
Accounts payable – affiliates | 374 | 234 |
Accounts payable and other liabilities | (16,287) | (1,194) |
Net cash provided by operating activities | 23,510 | 20,456 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Real estate acquisitions | (8,374) | (16,069) |
Capital expenditures | (8,593) | (5,457) |
Proceeds from sale of real estate | 39 | 250 |
Net cash used in investing activities | (16,928) | (21,276) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net change in credit facility | (36,000) | 57,000 |
Proceeds from mortgages and loans payable | 65,000 | 0 |
Payments on mortgages and loans payable | (2,646) | (37,710) |
Distributions paid, net of DRIP | (18,710) | (16,656) |
Distributions to noncontrolling interests | (6,827) | (461) |
Repurchases of common stock | (2,875) | (40,340) |
Net cash used in financing activities | (2,058) | (38,167) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 4,524 | (38,987) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: | ||
Beginning of period | 27,445 | 49,946 |
End of period | 31,969 | 10,959 |
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS | ||
Cash, cash equivalents, and restricted cash at end of the period | 27,445 | 49,946 |
SUPPLEMENTAL CASH FLOW DISCLOSURE, INCLUDING NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Cash paid for interest | 15,792 | 8,178 |
Accrued capital expenditures | 2,252 | 1,970 |
Change in accrued share repurchase obligation | 1,140 | 0 |
Distributions reinvested | $ 12,764 | $ 13,716 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. ORGANIZATION Phillips Edison & Company, Inc. (“we,” the “Company,” “our,” or “us”) was formed as a Maryland corporation in October 2009. Substantially all of our business is conducted through Phillips Edison Grocery Center Operating Partnership I, L.P., (the “Operating Partnership”), a Delaware limited partnership formed in December 2009. We are a limited partner of the Operating Partnership, and our wholly owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, is the sole general partner of the Operating Partnership. We invest primarily in well-occupied, grocery-anchored, neighborhood and community shopping centers that have a mix of creditworthy national and regional retailers that sell necessity-based goods and services in strong demographic markets throughout the United States. In addition to managing our own shopping centers, our third-party investment management business provides comprehensive real estate and asset management services to certain non-traded, publicly registered real estate investment trusts (“REITs”) and private funds (“Managed Funds”). The Managed Funds include Phillips Edison Grocery Center REIT II, Inc. (“REIT II”), Phillips Edison Grocery Center REIT III, Inc. (“REIT III”), Phillips Edison Limited Partnership (“PELP”), and Necessity Retail Partners (“NRP”). As of March 31, 2018 , we owned fee simple interests in 237 real estate properties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by management. For example, significant estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, and other fair value measurement assessments required for the preparation of the consolidated financial statements. As a result, these estimates are subject to a degree of uncertainty. Other than those noted below, there have been no changes to our significant accounting policies during the three months ended March 31, 2018 . For a full summary of our accounting policies, refer to our 2017 Annual Report on Form 10-K filed with the SEC on March 30, 2018. Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of this Quarterly Report on Form 10-Q should refer to the audited consolidated financial statements of Phillips Edison & Company, Inc. for the year ended December 31, 2017 , which are included in our 2017 Annual Report on Form 10-K. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in this Quarterly Report. Our results of operations for the three months ended March 31, 2018 , are not necessarily indicative of the operating results expected for the full year. The accompanying consolidated financial statements include our accounts and those of our majority-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. Income Taxes —Our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a Taxable REIT Subsidiary (“TRS”) and is subject to U.S. federal, state, and local income taxes at regular corporate tax rates. As of March 31, 2018 and December 31, 2017 , a full valuation allowance was recorded for the entire amount of the net deferred tax asset. During the three months ended March 31, 2018 , there was no tax expense recorded due to the full valuation allowance and having a net operating loss. We are continuing to evaluate the impact of the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”) on the organization as a whole, but we do not expect there to be a material impact on our consolidated financial statements. Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-02, Leases (Topic 842), ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to 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. In January 2018, the FASB issued ASU 2018-01, which includes amendments to clarify land easements are within the scope of the new leases standard (Topic 842). Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. In January 2018, the FASB issued a proposed ASU related to ASC 842. The update would allow lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. This proposal is currently under consideration by regulators. We also expect to recognize right of use assets on our consolidated balance sheets related to certain ground leases, office space, and office equipment leases where we are the lessee. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. Reclassifications —The following line item on our consolidated statement of operations and comprehensive income for the three months ended March 31, 2017 , was reclassified: • Unrealized Gain (Loss) on Derivatives and Reclassification of Derivative Loss to Interest Expense were combined to Change in Unrealized Gain on Interest Rate Swaps. |
PELP Acquisition (Notes)
PELP Acquisition (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
PELP Acquisition | 3. PELP ACQUISITION On October 4, 2017, we completed a transaction to acquire certain real estate assets, the third-party investment management business, and the captive insurance company of PELP in a stock and cash transaction (“PELP transaction”). Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands): Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 We issued 39.4 million OP units with an estimated fair value per unit of $10.20 at the time of the transaction. Certain of our executive officers who received OP units as part of the PELP transaction entered into an agreement which provides that they will not transfer their OP units for either two or three years following the closing. The remaining holders of the OP units are subject to the terms of exchange for shares of common stock outlined in the Third Amended and Restated Agreement of Limited Partnership (see Note 9 ). The terms of the PELP transaction include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued. For more detail regarding this earn-out, see Note 13 . Immediately following the closing of the PELP transaction, our shareholders owned approximately 80.6% and former PELP shareholders owned approximately 19.4% of the combined company. Assets Acquired and Liabilities Assumed —The PELP transaction was accounted for using the acquisition method of accounting under ASC 805, Business Combinations , which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The preliminary fair market value of the assets acquired and liabilities assumed was based on a valuation report prepared by a third-party valuation specialist that was subject to management’s review and approval. The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 The allocation of the purchase price was based on management’s assessment, which may change in the future as more information becomes available and could have an impact on the unaudited pro forma financial information presented below. Subsequent adjustments made to the purchase price allocation upon the completion of our fair value assessment process will not exceed one year from the acquisition date. The allocation of the purchase price above required a significant amount of judgment and represented management’s best estimate of the fair value as of the acquisition date. Intangible Assets and Liabilities —The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 Goodwill —In connection with the PELP transaction, we recorded goodwill of $29.1 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. We do not expect that the goodwill will be deductible for tax purposes. The goodwill recorded represents our management structure and its ability to generate additional opportunities for revenue and raise additional funds, and therefore the full amount of goodwill was allocated to the Investment Management segment, which comprises one reporting unit. For more information about each of our reporting segments, see Note 14 . Results of Operations —The consolidated net assets and results of operations of PELP’s contributions were included in the consolidated financial statements from the transaction date going forward and resulted in the following impact to Total Revenues and Net Loss for the three months ended March 31, 2018 (in thousands): 2018 Revenues $ 21,470 Net income 1,302 Acquisition Costs —We incurred approximately $17.0 million of costs related to the PELP transaction, $1.6 million of which was incurred during the three months ended March 31, 2017, and was recorded in Other Expense, Net on the consolidated statements of operations. No costs related to the PELP transaction were recorded in 2018. Pro Forma Results (Unaudited) —The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. For the Three Months Ended March 31, (in thousands) 2017 Pro forma revenues $ 98,679 Pro forma net income attributable to stockholders 799 |
Real Estate Acquisitions
Real Estate Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Acquisitions | 4. REAL ESTATE ACQUISITIONS During the three months ended March 31, 2018 , we acquired one grocery-anchored shopping center for $8.4 million . During the three months ended March 31, 2017, we acquired one grocery-anchored shopping center for $15.0 million . Neither of these acquisitions were considered business combinations, but rather were classified as asset acquisitions. As such, most acquisition-related costs were capitalized and are included in the total purchase prices shown below. Our 2018 acquisition closed out the Internal Revenue Code (“IRC”) Section 1031 like-kind exchange outstanding at December 31, 2017 . The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the three months ended March 31, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 946 6 $ 1,817 15 Acquired above-market leases 74 3 110 4 Acquired below-market leases (457 ) 16 (593 ) 24 |
Other Assets (Notes)
Other Assets (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets, Net | 5. OTHER ASSETS, NET The following is a summary of Other Assets, Net outstanding as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Other Assets, Net: Deferred leasing commissions and costs $ 30,932 $ 29,055 Deferred financing costs 13,971 13,971 Office equipment, including capital lease assets, and other 11,512 10,308 Total depreciable and amortizable assets 56,415 53,334 Accumulated depreciation and amortization (19,677 ) (17,121 ) Net depreciable and amortizable assets 36,738 36,213 Accounts receivable, net 39,732 41,211 Deferred rent receivable, net 19,281 18,201 Derivative asset 29,984 16,496 Prepaid expenses 7,455 4,232 Investment in affiliates 902 902 Other 1,010 1,193 Total other assets, net $ 135,102 $ 118,448 |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 6. DEBT OBLIGATIONS The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, on our debt obligations as of March 31, 2018 and December 31, 2017 (in thousands): Interest Rate March 31, 2018 December 31, 2017 Revolving credit facility (1) LIBOR + 1.40% $ 25,569 $ 61,569 Term loans (2)(3) 2.51%-3.93% 1,205,000 1,140,000 Secured loan facility due 2026 3.55% 175,000 175,000 Secured loan facility due 2027 3.52% 195,000 195,000 Mortgages and other 3.75%-7.91% 244,310 246,217 Assumed market debt adjustments, net (4) 4,983 5,254 Deferred financing costs (5) (15,033 ) (16,042 ) Total $ 1,834,829 $ 1,806,998 (1) The gross borrowings and payments under our revolving credit facility were $55.0 million and $91.0 million , respectively, during the three months ended March 31, 2018 . The revolving credit facility had a capacity of $500 million as of March 31, 2018 and December 31, 2017 . The revolving credit facility matures in October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan maturing in February 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of March 31, 2018 , the availability on our revolving credit facility exceeded the balance on the loan maturing in 2019. The $175 million term loan maturing in 2020 also has options to extend its maturity to 2021. (3) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of March 31, 2018 and December 31, 2017 . (4) Net of accumulated amortization of $4.0 million and $3.7 million as of March 31, 2018 and December 31, 2017 , respectively. (5) Net of accumulated amortization of $6.3 million and $5.4 million as of March 31, 2018 and December 31, 2017 , respectively. As of March 31, 2018 and December 31, 2017 , the weighted-average interest rate for all of our debt obligations was 3.4% . The allocation of total debt between fixed- and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of March 31, 2018 and December 31, 2017 , is summarized below (in thousands): March 31, 2018 December 31, 2017 As to interest rate: (1) Fixed-rate debt $ 1,606,311 $ 1,608,217 Variable-rate debt 238,568 209,569 Total $ 1,844,879 $ 1,817,786 As to collateralization: Unsecured debt $ 1,230,569 $ 1,202,476 Secured debt 614,310 615,310 Total $ 1,844,879 $ 1,817,786 (1) Includes the effects of derivative financial instruments (see Notes 7 and 13 ). |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | 7. DERIVATIVES AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives —We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposure to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into interest rate swaps to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings. Cash Flow Hedges of Interest Rate Risk —Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The change in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended March 31, 2018 and 2017 , such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. 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 $4.9 million will be reclassified from Other Comprehensive 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 March 31, 2018 and December 31, 2017 (notional amount in thousands): March 31, 2018 December 31, 2017 Count 6 6 Notional amount $ 992,000 $ 992,000 Fixed LIBOR 1.2% - 2.2% 1.2% - 2.2% Maturity date 2019-2024 2019-2024 The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive income for the three months ended March 31, 2018 and 2017 (in thousands): 2018 2017 Amount of gain recognized in OCI on derivative $ 13,440 $ 1,219 Amount of loss reclassified from AOCI into interest expense 48 597 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 March 31, 2018 , the fair value, and thus the termination value if we were to breach any agreement provisions, of our derivatives in a net liability position was approximately $24,000 . The fair value includes accrued interest but excludes any adjustment for nonperformance risk related to these agreements. As of March 31, 2018 , we had not posted any collateral related to these agreements and were not in breach of any agreement provisions. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. 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. |
Equity (Notes)
Equity (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Equity | 9. EQUITY On May 9, 2018, our board of directors (“Board”) increased the estimated value per share of our common stock to $11.05 based substantially on the estimated market value of our portfolio of real estate properties and our third-party investment management business as of March 31, 2018. We engaged a third-party valuation firm to provide a calculation of the range in estimated value per share of our common stock as of March 31, 2018, which reflected certain balance sheet assets and liabilities as of that date. Previously, on November 8, 2017, our Board increased the estimated value per share of our common stock to $11.00 from $10.20 based substantially on the estimated market value of our portfolio of real estate properties and our third-party investment management business as of October 5, 2017, the first full business day after the closing of the PELP transaction. Shares of our common stock are issued under the DRIP and redeemed under the Share Repurchase Program (“SRP”), as discussed below, at the same price as the estimated value per share in effect at the time of issuance or redemption. Dividend Reinvestment Plan —The DRIP allows stockholders to invest distributions in additional shares of our common stock. Stockholders who elect to participate in the DRIP, and who are subject to U.S. federal income taxation laws, will incur a tax liability on an amount equal to the fair value on the relevant distribution date of the shares of our common stock purchased with reinvested distributions, even though such stockholders have elected not to receive the distributions in cash. Share Repurchase Program —Our SRP provides an opportunity for stockholders to have shares of common stock repurchased, subject to certain restrictions and limitations. The Board reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase. Further, the cash available for repurchases on any particular date will generally be limited to the proceeds from the DRIP during the preceding four fiscal quarters, less amounts already used for repurchases since the beginning of that period. During the three months ended March 31, 2018 , repurchase requests surpassed the funding limits under the SRP. In April 2018, approximately 3.4 million shares of our common stock were repurchased under our SRP. Repurchase requests in connection with a stockholder’s death, “qualifying disability,” or “determination of incompetence” were completed in full. The remaining repurchase requests that were in good order were fulfilled on a pro rata basis. Following the April 2018 share repurchase, we had 11.9 million shares of unfulfilled repurchase requests, which will be treated as requests for repurchase during future months until satisfied or withdrawn. Convertible Noncontrolling Interests —As part of the PELP transaction, we issued 39.4 million OP units that are classified as Noncontrolling Interests. Prior to the PELP transaction, the Operating Partnership also issued limited partnership units that were designated as Class B units for asset management services provided by our former advisor. Upon closing of the PELP transaction, all outstanding Class B units vested and were converted to OP units. Under the terms of the Third Amended and Restated Agreement of Limited Partnership, OP unit holders may elect to exchange OP units. The Operating Partnership controls the form of the redemption, and may elect to exchange OP units for shares of our common stock, provided that the OP units have been outstanding for at least one year. As the form of redemption for OP units is within our control, the OP units outstanding as of March 31, 2018 and December 31, 2017 , are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets. The cumulative distributions that have been paid on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity. There were 44.5 million OP units outstanding as of March 31, 2018 and December 31, 2017 . Nonconvertible Noncontrolling Interests —In addition to partnership units of the Operating Partnership, Noncontrolling Interests also includes a 25% ownership share of one of our subsidiaries who provides advisory services, which was not significant to our results. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 10. 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. OP units held by limited partners other than us are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents, and have the potential to be exchanged for an equal number of shares of our common stock in accordance with the terms of the Partnership Agreement. Phantom stock units, which are restricted stock awards received by employees under our Amended and Restated 2010 Long Term Incentive Plan, are not considered participating securities, as they are not convertible into common stock. The impact of OP units on basic and diluted EPS has been calculated using the two-class method whereby earnings are allocated to the OP units based on dividends declared and the units’ participation rights in undistributed earnings. The effects of the two-class method on basic and diluted EPS were immaterial to the consolidated financial statements as of March 31, 2018 and 2017 . Since the OP units are convertible, they were treated as potentially dilutive in the diluted earnings per share computations for the three months ended March 31, 2018 and 2017 . There were 2.8 million unvested Class B units outstanding as of March 31, 2017 . As these units were unvested, they were not included in the diluted earnings per share calculation. The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the three months ended March 31, 2018 and 2017 (in thousands, except per share amounts): 2018 2017 Numerator: Net (loss) income attributable to stockholders - basic $ (1,600 ) $ 1,106 Net (loss) income attributable to convertible OP units (1) (334 ) 28 Net (loss) income - diluted $ (1,934 ) $ 1,134 Denominator: Weighted-average shares - basic 185,899 183,230 Conversion of OP units (1) 44,453 2,785 Effect of dilutive restricted stock awards — 7 Adjusted weighted-average shares - diluted 230,352 186,022 Earnings per common share: Net (loss) income attributable to stockholders - basic and diluted $ (0.01 ) $ 0.01 (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 12 ), as well as units issued as part of the PELP transaction, all of which are convertible into common shares. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator because these OP units were included in the denominator for all years presented. As of March 31, 2018 , approximately 1.0 million unvested restricted stock awards were outstanding. These securities were anti-dilutive and, as a result, were excluded from the weighted-average common shares used to calculate diluted EPS. |
Revenue Recognition and Related
Revenue Recognition and Related Party Revenue (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Revenue Recognition and Related Party Revenue | 11. REVENUE RECOGNITION AND RELATED PARTY REVENUE Effective January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers , using the modified retrospective approach. The majority of our revenue is lease revenue derived from our Owned Real Estate segment. We record these amounts as Rental Income and Tenant Recovery Income on the consolidated statements of operations. These revenue amounts are excluded from the scope of ASU 2014-09, as they are accounted for under Topic 840, Leases . Fee revenues from our Investment Management segment are earned by providing services to the Managed Funds. These fees are within the scope of ASU 2014-09 and are recorded as Fees and Management Income on the consolidated statements of operations. Additional immaterial revenue is recorded as Other Property Income on the consolidated statements of operations. The adoption of ASU 2014-09 did not result in any retrospective adjustments to prior periods as our previous revenue recognition policies aligned with the updated guidance. The Investment Management segment provides services to Managed Funds that are considered related parties. These services primarily include asset acquisition and disposition services, asset management, operating and leasing of properties, construction management, and other general and administrative responsibilities. These services are currently provided under two types of contracts, advisory agreements and property management agreements. Advisory agreements have a duration of one year and are renewed annually at the discretion of the respective boards, but can be terminated upon notice by either party. Property management agreements include both property management agreements and master services agreements, which we have determined should be evaluated as a single agreement for revenue recognition under GAAP. Property management agreements have no defined term, but can be canceled by either party upon 30 days’ notice. Summarized below is all fee and management revenue for the Investment Management segment. The revenue includes the fees and reimbursements earned by us from the Managed Funds for the three months ended March 31, 2018 , and other revenues that are not in the scope of ASC 606, Revenue from Contracts with Customers , but are included in this table for the purpose of disclosing all related party revenues, (in thousands): REIT II Other parties Total Advisory revenue: Acquisition fees $ 155 $ 256 $ 411 Asset management fees 3,065 281 3,346 Other advisory fees and reimbursements 75 28 103 Total advisory revenue 3,295 565 3,860 Property Management and Services revenue: Property management fees 2,079 352 2,431 Leasing commissions 1,172 251 1,423 Construction management fees 75 22 97 Other property management fees and reimbursements 234 143 377 Total property management and services revenue 3,560 768 4,328 Other revenue: Insurance premiums (1) 80 444 524 Non-operating property revenue — 133 133 Total fees and management income $ 6,935 $ 1,910 $ 8,845 (1) Insurance premium income from other parties was from third parties not affiliated with us. Because the PELP transaction occurred in October 2017, no fee and management income was earned in the first quarter of 2017. Advisory Agreements —Under our advisory agreements, we earn revenue for managing day-to-day activities and implementing the investment strategy for the Managed Funds. The wide variety of duties as the advisor within these contracts makes determining the performance obligations within the contracts a matter of judgment. We have concluded that each of the separately disclosed fee types in the below table represents a separate performance obligation within the contract. Due to the nature of the services being provided under the Advisory Agreements, each performance obligation within the contract has a variable component. Therefore when we determine the transaction price for the contract we are required to constrain our estimate to an amount that is not probable of significant revenue reversal. For the acquisition and disposition services, compensation only occurs if the transaction takes place, and the amount of compensation is dependent upon the contract price for the transaction. Property acquisition and disposition fees are recognized when we satisfy a performance obligation by acquiring a property or transferring control of a property. These fees are billed subsequent to the acquisition or sale of the property and payment is due thereafter. The following table summarizes the fee structure for our advisory agreements: Fee Type Performance Obligation Satisfied Timing of Payment Revenue Recognition Acquisition Fee Point in time (upon close of transaction) In cash upon close of transaction Revenue is recognized based on a percentage of the contract purchase price, including acquisition expenses and any debt. Disposition Fee Point in time (upon close of transaction) In cash upon completion Revenue is recognized based on a percentage of the contract sales price. Asset Management Fee and Subordinated Participation Over time Monthly, in cash and/or ownership units Because each increment of service is distinct and substantially the same, revenue is recognized at the end of each reporting period based on a percentage of the cost of assets under management or the applicable NAV. In addition to the fees listed above, our management company contracts include the potential for additional revenues if certain market conditions are in place or certain events take place. We have not recognized revenue related to these fees, nor will we until it is no longer highly probable that there would be a material reversal of revenue. Property Management Agreements —Under our property management agreements, we earn revenue for managing day-to-day activities at the properties of the Managed Funds, for which we receive a distinct fee based on a set percentage of gross cash receipts each month. Under the property management agreements, we also serve as a leasing agent to the Managed Funds. For each new lease, lease renewal, and expansion we receive a distinct fee in the form of a leasing commission. Leasing commissions are recognized at lease execution and are dependent on the terms of the lease. Additionally, we assist in overseeing the construction of various improvements for Managed Funds, for which we receive a distinct fee based on a set percentage of total project cost calculated upon completion of construction. Because both parties in these contracts can cancel upon 30 days’ notice without penalties, their term is considered month-to-month. The wide variety of duties as the property manager within these contracts makes determining the performance obligations within the contracts a matter of judgment. We have concluded that each of the separately disclosed fee types in the contracts, property management, leasing, and construction management, represents a separate performance obligation within the contract. Due to the nature of the services being provided under the property management agreements, each performance obligation within the contract has a variable consideration component. However, due to the month-to-month term of these contracts, any uncertainty regarding the amounts to be earned over the contract term is resolved by the end of that month. As a result, we can reliably calculate the amount of the consideration to be recognized with regards to each performance obligation each month. All property management agreements have terms as follows: Fee Performance Obligation Satisfied Timing of Payment Revenue Recognition Property Management Over time In cash, monthly Revenue is recognized based on a percentage of monthly cash receipts at each property. Leasing Commissions Point in time In cash upon completion Revenue is recognized based on a percentage of the contractual payments to be received per the terms of the lease and occurs when the lease is executed. Construction Management Point in time In cash upon completion Revenue is recognized based on a percentage of the cost of the construction project. Revenue recognition occurs upon completion of the contract (in the case of a normal capital improvement) or upon the tenant taking possession (in the case of a tenant improvement). Both the advisory agreements and property management agreements have an original duration of one year or less, and we utilize the practical expedient applicable to such contracts and have not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period nor when we expect to recognize this revenue. Due to the duration of the contracts, we have also utilized the practical expedient and made no adjustment to contract consideration for the effects of financing components. Related Party Receivables —Summarized below is the detail of our outstanding receivable balance from related parties as of March 31, 2018 and December 31, 2017, respectively (in thousands): March 31, 2018 December 31, 2017 REIT II Other Parties REIT II Other Parties Contract receivables: Advisory $ 299 $ 97 $ 256 $ 51 Property management and services 1,214 386 1,264 128 Total contract receivables 1,513 483 1,520 179 Other 36 4,903 72 4,331 Total $ 1,549 $ 5,386 $ 1,592 $ 4,510 Organizational and Offering Costs —Under the terms of the advisory agreement, we have incurred organizational and offering costs related to REIT III, all of which is recorded in Accounts Receivable - Affiliates on the consolidated balance sheets. Since REIT III’s initial public offering has not commenced, we have only charged REIT III organizational and offering costs related to its private placement, which was approximately $2.0 million as of March 31, 2018 . During the public offering period for REIT III, we will receive an additional contingent advisor payment of 2.15% of the contract purchase price of each property or other real estate investment they acquire. This reimbursement is intended to allow us to recoup a portion of the dealer manager fees and organizational and offering expenses advanced by the REIT III Advisor, which we are a 75% partner. Therefore, this reimbursement shall not exceed the amount of organizational and offering expenses and dealer manager fees outstanding at the time of closing for the acquired property. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. RELATED PARTY EXPENSE Economic Dependency —Prior to the completion of the PELP transaction, we were dependent on PE-NTR, Phillips Edison & Company Ltd. (the “Property Manager”), and their respective affiliates for certain services that were essential to us, including asset acquisition and disposition decisions, asset management, operating and leasing of our properties, and other general and administrative responsibilities. Upon closing of the transaction in October 2017, our management structure became internalized and our relationship with PE-NTR and the Property Manager was acquired. As a result, we no longer pay the fees listed below and had no outstanding unpaid amounts related to those fees as of March 31, 2018 or December 31, 2017. Advisory Agreement —PE-NTR and American Realty Capital II Advisors, LLC (“ARC”) were entitled to specified fees and expenditure reimbursements for certain services, including managing our day-to-day activities and implementing our investment strategy under advisory agreements, as follows: • Asset management and subordinated participation fee paid out monthly in cash and/or Class B units; • Acquisition fee based on the cost of investments acquired/originated; • Acquisition expenses reimbursed related to selecting, evaluating, and acquiring assets; and • Disposition fee paid for substantial assistance in connection with the sale of a property. Summarized below are the fees earned by and the expenses reimbursable to PE-NTR and ARC for the three months ended March 31, 2017 (in thousands): 2017 Acquisition fees (1) $ 148 Due diligence fees (1) 30 Asset management fees (2) 5,089 OP units distribution (3) 460 Class B units distribution (4) 438 Total $ 6,165 (1) The majority of acquisition and due diligence fees are capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity. (4) The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations. Property Management Agreement —Prior to the completion of the PELP transaction in October 2017, all of our real properties were managed and leased by the Property Manager, which was wholly-owned by PELP. The Property Manager was entitled to the following specified fees and expenditure reimbursements: • Property management fee based on monthly gross cash receipts from the properties managed; • Leasing commissions paid for leasing services rendered with respect to a particular property; • Construction management costs paid for construction management services rendered with respect to a particular property; and • Other expenses and reimbursement incurred by the Property Manager on our behalf. Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three months ended March 31, 2017 (in thousands): 2017 Property management fees (1) $ 2,586 Leasing commissions (2) 2,323 Construction management fees (2) 304 Other fees and reimbursements (3) 1,709 Total $ 6,922 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year were expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, were capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating and General and Administrative on the consolidated statements of operations based on the nature of the expense. Other Related Party Matters —Under the terms of the advisory agreement, we have incurred organizational and offering costs related to REIT III. A portion of those costs were incurred by Griffin Capital Corporation (“Griffin sponsor”), a co-sponsor of REIT III. The Griffin sponsor owns a 25% interest and we own a 75% interest in the REIT III Advisor. As such, $1.7 million of the receivable we have from REIT III is reimbursable to the Griffin sponsor and is recorded in Accounts Payable - Affiliates on the consolidated balance sheets. Upon completion of the PELP transaction, we assumed PELP’s obligation as the limited guarantor for up to $200 million , capped at $50 million in most instances, of NRP’s debt. Our guarantee is limited to being the non-recourse carveout guarantor and the environmental indemnitor. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. FAIR VALUE MEASUREMENTS The following describes the methods we use to estimate the fair value of our financial and nonfinancial assets and liabilities: Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, and Accounts Payable —We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization. Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, were allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management. Debt Obligations —We estimate the fair value of our debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. The following is a summary of borrowings as of March 31, 2018 and December 31, 2017 (dollars in thousands): March 31, 2018 December 31, 2017 Fair value $ 1,799,558 $ 1,765,151 Recorded value (1) 1,849,862 1,823,040 (1) Recorded value does not include deferred financing costs of $15.0 million and $16.0 million as of March 31, 2018 and December 31, 2017 , respectively. Recurring Fair Value Measurements —Our earn-out liability and interest rate swaps are measured and recognized at fair value on a recurring basis. The fair value measurements of those assets and liabilities as of March 31, 2018 and December 31, 2017 , were as follows (in thousands): March 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 29,984 $ — $ — $ 16,496 $ — Interest rate swap-mortgage note (1) — (24 ) — — (61 ) — Earn-out liability (2) — — (38,000 ) — — (38,000 ) (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. (2) The estimated fair value of the earn-out is presented in Accounts Payable and Other Liabilities on the consolidated balance sheets. We will continue to estimate the fair value of this earn-out liability at each reporting date during the contingency period and record any changes on our consolidated statements of operations. Earn-out —The terms of the PELP transaction include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued to PELP as additional consideration if certain milestones are achieved. The milestones are related to a liquidity event for our shareholders and fundraising targets in REIT III, of which PELP was a co-sponsor. We estimate the fair value of this liability using weighted-average probabilities of likely outcomes. These estimates require us to make various assumptions about future share prices, timing of liquidity events, equity raise projections, and other items that are unobservable and are considered Level 3 inputs in the fair value hierarchy. In calculating the fair value of this liability, we have determined that the range of potential outcomes still includes a possibility of no additional OP units issued as well as the maximum 12.5 million units being issued. Derivative Instruments— As of March 31, 2018 and December 31, 2017 , we had interest rate swaps that fixed LIBOR on portions of our unsecured term loan facilities. For a more detailed discussion of these cash flow hedges, see Note 7 . As of March 31, 2018 and December 31, 2017 , we were also party to an interest rate swap that fixed the variable interest rate on $10.6 million and $10.7 million , respectively, of one of our mortgage notes. The change in fair value of this instrument is recorded in Other Expense, Net on the consolidated statements of operations and was not material for the three months ended March 31, 2018 and 2017. All interest rate swap agreements are measured at fair value on a recurring basis. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of ASC 820, Fair Value Measurement , we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, as of March 31, 2018 and December 31, 2017 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. |
Segment Information (Notes)
Segment Information (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 14. SEGMENT INFORMATION As of March 31, 2018 , we operated through two business segments: Owned Real Estate and Investment Management. Prior to the completion of the PELP transaction in October 2017, we only operated through the Owned Real Estate segment. As a result, we did not report any segment disclosures for the three months ended March 31, 2017. We generate revenues and segment profit as follows: • Owned Real Estate: Our business objective is to own and operate well-occupied grocery-anchored shopping centers that generate cash flows to support distributions to our shareholders with the potential for capital appreciation. We typically invest in neighborhood shopping centers (generally containing less than 125,000 leasable square feet) located in attractive demographic markets throughout the United States where our management believes our fully integrated operating platform can add value. Through this segment, we own a diversified portfolio of shopping centers subject to long-term net leases with creditworthy tenants in the grocery, retail, restaurant, and service industries. As of March 31, 2018 , we owned 237 properties. • Investment Management: Through this segment, we are responsible for managing the day-to-day affairs of the Managed Funds, identifying and making acquisitions and investments on their behalf, maintaining and operating their real properties, and recommending to the respective boards of directors an approach for providing investors of the Managed Funds with liquidity. We generate revenues by providing asset management and property management services, in addition to revenues from leasing, acquisition, construction, and disposition services (see Note 11 ). Our chief operating decision makers rely primarily on segment profit and similar measures to make decisions regarding allocating resources and assessing segment performance. We allocate certain operating expenses, such as employee related costs and benefits, to our segments. Items not directly attributable to our Owned Real Estate or Investment Management segments are allocated to corporate general and administrative expenses, which is a reconciling item. The table below compares segment profit for each of our operating segments and reconciles total segment profit to Net Loss for the three months ended March 31, 2018 (in thousands): 2018 Owned Real Estate Investment Management Total Total revenues $ 94,354 $ 8,845 $ 103,199 Property operating expenses (15,467 ) (2,648 ) (18,115 ) Real estate tax expenses (12,962 ) (185 ) (13,147 ) General and administrative expenses (425 ) (2,288 ) (2,713 ) Segment profit $ 65,500 $ 3,724 69,224 Corporate general and administrative expenses (7,748 ) Depreciation and amortization (46,427 ) Interest expense, net (16,779 ) Other expense, net (107 ) Net loss $ (1,837 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. SUBSEQUENT EVENTS Distributions —Distributions paid to stockholders and OP unit holders of record subsequent to March 31, 2018 , were as follows (in thousands): Month Date of Record Distribution Rate Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution March 3/15/2018 $0.05583344 4/2/2018 $ 12,813 $ 4,119 $ 8,694 April 4/16/2018 $0.05583344 5/1/2018 12,834 4,015 8,819 In May 2018 our Board authorized distributions for June, July, and August 2018 to the stockholders of record at the close of business on June 15, 2018, July 16, 2018, and August 15 2018, respectively, equal to a monthly amount of $0.05583344 per share of common stock. OP unit holders will receive distributions at the same rate as common stockholders. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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 & Company, Inc. for the year ended December 31, 2017 , which are included in our 2017 Annual Report on Form 10-K. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in this Quarterly Report. Our results of operations for the three months ended March 31, 2018 , are not necessarily indicative of the operating results expected for the full year. The accompanying consolidated financial statements include our accounts and those of our majority-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. |
Income Taxes | Income Taxes —Our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a Taxable REIT Subsidiary (“TRS”) and is subject to U.S. federal, state, and local income taxes at regular corporate tax rates. As of March 31, 2018 and December 31, 2017 , a full valuation allowance was recorded for the entire amount of the net deferred tax asset. During the three months ended March 31, 2018 , there was no tax expense recorded due to the full valuation allowance and having a net operating loss. We are continuing to evaluate the impact of the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”) on the organization as a whole, but we do not expect there to be a material impact on our consolidated financial statements. |
Newly Adopted and Recently Issued Accounting Pronouncements | Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-02, Leases (Topic 842), ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to 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. In January 2018, the FASB issued ASU 2018-01, which includes amendments to clarify land easements are within the scope of the new leases standard (Topic 842). Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. In January 2018, the FASB issued a proposed ASU related to ASC 842. The update would allow lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. This proposal is currently under consideration by regulators. We also expect to recognize right of use assets on our consolidated balance sheets related to certain ground leases, office space, and office equipment leases where we are the lessee. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. |
Reclassifications | Reclassifications —The following line item on our consolidated statement of operations and comprehensive income for the three months ended March 31, 2017 , was reclassified: • Unrealized Gain (Loss) on Derivatives and Reclassification of Derivative Loss to Interest Expense were combined to Change in Unrealized Gain on Interest Rate Swaps. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-02, Leases (Topic 842), ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to 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. In January 2018, the FASB issued ASU 2018-01, which includes amendments to clarify land easements are within the scope of the new leases standard (Topic 842). Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. In January 2018, the FASB issued a proposed ASU related to ASC 842. The update would allow lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. This proposal is currently under consideration by regulators. We also expect to recognize right of use assets on our consolidated balance sheets related to certain ground leases, office space, and office equipment leases where we are the lessee. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. |
PELP Acquisition (Tables)
PELP Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands): Amount Fair value of Operating Partnership units (“OP units”) issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the three months ended March 31, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 946 6 $ 1,817 15 Acquired above-market leases 74 3 110 4 Acquired below-market leases (457 ) 16 (593 ) 24 |
Business Combination, Results of Operations | The consolidated net assets and results of operations of PELP’s contributions were included in the consolidated financial statements from the transaction date going forward and resulted in the following impact to Total Revenues and Net Loss for the three months ended March 31, 2018 (in thousands): 2018 Revenues $ 21,470 Net income 1,302 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. For the Three Months Ended March 31, (in thousands) 2017 Pro forma revenues $ 98,679 Pro forma net income attributable to stockholders 799 |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate Investments, Net [Abstract] | |
Schedule of Finite-Lived Intangible Leased Acquired | The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the three months ended March 31, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 946 6 $ 1,817 15 Acquired above-market leases 74 3 110 4 Acquired below-market leases (457 ) 16 (593 ) 24 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | The following is a summary of Other Assets, Net outstanding as of March 31, 2018 and December 31, 2017 (in thousands): March 31, 2018 December 31, 2017 Other Assets, Net: Deferred leasing commissions and costs $ 30,932 $ 29,055 Deferred financing costs 13,971 13,971 Office equipment, including capital lease assets, and other 11,512 10,308 Total depreciable and amortizable assets 56,415 53,334 Accumulated depreciation and amortization (19,677 ) (17,121 ) Net depreciable and amortizable assets 36,738 36,213 Accounts receivable, net 39,732 41,211 Deferred rent receivable, net 19,281 18,201 Derivative asset 29,984 16,496 Prepaid expenses 7,455 4,232 Investment in affiliates 902 902 Other 1,010 1,193 Total other assets, net $ 135,102 $ 118,448 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, on our debt obligations as of March 31, 2018 and December 31, 2017 (in thousands): Interest Rate March 31, 2018 December 31, 2017 Revolving credit facility (1) LIBOR + 1.40% $ 25,569 $ 61,569 Term loans (2)(3) 2.51%-3.93% 1,205,000 1,140,000 Secured loan facility due 2026 3.55% 175,000 175,000 Secured loan facility due 2027 3.52% 195,000 195,000 Mortgages and other 3.75%-7.91% 244,310 246,217 Assumed market debt adjustments, net (4) 4,983 5,254 Deferred financing costs (5) (15,033 ) (16,042 ) Total $ 1,834,829 $ 1,806,998 (1) The gross borrowings and payments under our revolving credit facility were $55.0 million and $91.0 million , respectively, during the three months ended March 31, 2018 . The revolving credit facility had a capacity of $500 million as of March 31, 2018 and December 31, 2017 . The revolving credit facility matures in October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan maturing in February 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of March 31, 2018 , the availability on our revolving credit facility exceeded the balance on the loan maturing in 2019. The $175 million term loan maturing in 2020 also has options to extend its maturity to 2021. (3) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of March 31, 2018 and December 31, 2017 . (4) Net of accumulated amortization of $4.0 million and $3.7 million as of March 31, 2018 and December 31, 2017 , respectively. (5) Net of accumulated amortization of $6.3 million and $5.4 million as of March 31, 2018 and December 31, 2017 , respectively. |
Schedule of Long-term Debt Instruments, Alternative | The allocation of total debt between fixed- and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of March 31, 2018 and December 31, 2017 , is summarized below (in thousands): March 31, 2018 December 31, 2017 As to interest rate: (1) Fixed-rate debt $ 1,606,311 $ 1,608,217 Variable-rate debt 238,568 209,569 Total $ 1,844,879 $ 1,817,786 As to collateralization: Unsecured debt $ 1,230,569 $ 1,202,476 Secured debt 614,310 615,310 Total $ 1,844,879 $ 1,817,786 (1) Includes the effects of derivative financial instruments (see Notes 7 and 13 ). |
Derivatives and Hedging Activ30
Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017 (notional amount in thousands): March 31, 2018 December 31, 2017 Count 6 6 Notional amount $ 992,000 $ 992,000 Fixed LIBOR 1.2% - 2.2% 1.2% - 2.2% Maturity date 2019-2024 2019-2024 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive income for the three months ended March 31, 2018 and 2017 (in thousands): 2018 2017 Amount of gain recognized in OCI on derivative $ 13,440 $ 1,219 Amount of loss reclassified from AOCI into interest expense 48 597 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the three months ended March 31, 2018 and 2017 (in thousands, except per share amounts): 2018 2017 Numerator: Net (loss) income attributable to stockholders - basic $ (1,600 ) $ 1,106 Net (loss) income attributable to convertible OP units (1) (334 ) 28 Net (loss) income - diluted $ (1,934 ) $ 1,134 Denominator: Weighted-average shares - basic 185,899 183,230 Conversion of OP units (1) 44,453 2,785 Effect of dilutive restricted stock awards — 7 Adjusted weighted-average shares - diluted 230,352 186,022 Earnings per common share: Net (loss) income attributable to stockholders - basic and diluted $ (0.01 ) $ 0.01 (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 12 ), as well as units issued as part of the PELP transaction, all of which are convertible into common shares. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator because these OP units were included in the denominator for all years presented. |
Revenue Recognition and Relat32
Revenue Recognition and Related Party Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Fees Earned By and Expenses Reimbursable to Us from Managed Funds | Summarized below is all fee and management revenue for the Investment Management segment. The revenue includes the fees and reimbursements earned by us from the Managed Funds for the three months ended March 31, 2018 , and other revenues that are not in the scope of ASC 606, Revenue from Contracts with Customers , but are included in this table for the purpose of disclosing all related party revenues, (in thousands): REIT II Other parties Total Advisory revenue: Acquisition fees $ 155 $ 256 $ 411 Asset management fees 3,065 281 3,346 Other advisory fees and reimbursements 75 28 103 Total advisory revenue 3,295 565 3,860 Property Management and Services revenue: Property management fees 2,079 352 2,431 Leasing commissions 1,172 251 1,423 Construction management fees 75 22 97 Other property management fees and reimbursements 234 143 377 Total property management and services revenue 3,560 768 4,328 Other revenue: Insurance premiums (1) 80 444 524 Non-operating property revenue — 133 133 Total fees and management income $ 6,935 $ 1,910 $ 8,845 (1) Insurance premium income from other parties was from third parties not affiliated with us. |
Fee Structure, Advisory Agreements | The following table summarizes the fee structure for our advisory agreements: Fee Type Performance Obligation Satisfied Timing of Payment Revenue Recognition Acquisition Fee Point in time (upon close of transaction) In cash upon close of transaction Revenue is recognized based on a percentage of the contract purchase price, including acquisition expenses and any debt. Disposition Fee Point in time (upon close of transaction) In cash upon completion Revenue is recognized based on a percentage of the contract sales price. Asset Management Fee and Subordinated Participation Over time Monthly, in cash and/or ownership units Because each increment of service is distinct and substantially the same, revenue is recognized at the end of each reporting period based on a percentage of the cost of assets under management or the applicable NAV. |
Fee Structure, Management Agreements | All property management agreements have terms as follows: Fee Performance Obligation Satisfied Timing of Payment Revenue Recognition Property Management Over time In cash, monthly Revenue is recognized based on a percentage of monthly cash receipts at each property. Leasing Commissions Point in time In cash upon completion Revenue is recognized based on a percentage of the contractual payments to be received per the terms of the lease and occurs when the lease is executed. Construction Management Point in time In cash upon completion Revenue is recognized based on a percentage of the cost of the construction project. Revenue recognition occurs upon completion of the contract (in the case of a normal capital improvement) or upon the tenant taking possession (in the case of a tenant improvement). |
Receivables, Related Party | Summarized below is the detail of our outstanding receivable balance from related parties as of March 31, 2018 and December 31, 2017, respectively (in thousands): March 31, 2018 December 31, 2017 REIT II Other Parties REIT II Other Parties Contract receivables: Advisory $ 299 $ 97 $ 256 $ 51 Property management and services 1,214 386 1,264 128 Total contract receivables 1,513 483 1,520 179 Other 36 4,903 72 4,331 Total $ 1,549 $ 5,386 $ 1,592 $ 4,510 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 months ended March 31, 2017 (in thousands): 2017 Acquisition fees (1) $ 148 Due diligence fees (1) 30 Asset management fees (2) 5,089 OP units distribution (3) 460 Class B units distribution (4) 438 Total $ 6,165 (1) The majority of acquisition and due diligence fees are capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity. (4) The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations. |
Property Manager Transactions | Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three months ended March 31, 2017 (in thousands): 2017 Property management fees (1) $ 2,586 Leasing commissions (2) 2,323 Construction management fees (2) 304 Other fees and reimbursements (3) 1,709 Total $ 6,922 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year were expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, were capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating and General and Administrative on the consolidated statements of operations based on the nature of the expense. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Inputs, Liabilities, Quantitative Information | The following is a summary of borrowings as of March 31, 2018 and December 31, 2017 (dollars in thousands): March 31, 2018 December 31, 2017 Fair value $ 1,799,558 $ 1,765,151 Recorded value (1) 1,849,862 1,823,040 (1) Recorded value does not include deferred financing costs of $15.0 million and $16.0 million as of March 31, 2018 and December 31, 2017 , respectively. |
Fair Value, Liabilities Measured on Recurring Basis | The fair value measurements of those assets and liabilities as of March 31, 2018 and December 31, 2017 , were as follows (in thousands): March 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 29,984 $ — $ — $ 16,496 $ — Interest rate swap-mortgage note (1) — (24 ) — — (61 ) — Earn-out liability (2) — — (38,000 ) — — (38,000 ) (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. (2) The estimated fair value of the earn-out is presented in Accounts Payable and Other Liabilities on the consolidated balance sheets. We will continue to estimate the fair value of this earn-out liability at each reporting date during the contingency period and record any changes on our consolidated statements of operations. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The table below compares segment profit for each of our operating segments and reconciles total segment profit to Net Loss for the three months ended March 31, 2018 (in thousands): 2018 Owned Real Estate Investment Management Total Total revenues $ 94,354 $ 8,845 $ 103,199 Property operating expenses (15,467 ) (2,648 ) (18,115 ) Real estate tax expenses (12,962 ) (185 ) (13,147 ) General and administrative expenses (425 ) (2,288 ) (2,713 ) Segment profit $ 65,500 $ 3,724 69,224 Corporate general and administrative expenses (7,748 ) Depreciation and amortization (46,427 ) Interest expense, net (16,779 ) Other expense, net (107 ) Net loss $ (1,837 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Distributions to Stockholders and OP Unit Holders | Distributions paid to stockholders and OP unit holders of record subsequent to March 31, 2018 , were as follows (in thousands): Month Date of Record Distribution Rate Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution March 3/15/2018 $0.05583344 4/2/2018 $ 12,813 $ 4,119 $ 8,694 April 4/16/2018 $0.05583344 5/1/2018 12,834 4,015 8,819 |
Organization (Details)
Organization (Details) | Mar. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of real estate properties owned | 237 |
PELP Acquisition Transfer of Co
PELP Acquisition Transfer of Consideration (Details) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2018USD ($)shares | Dec. 31, 2017shares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Nov. 08, 2017$ / shares | Nov. 07, 2017$ / shares | Oct. 04, 2017$ / shares | |
Business Acquisition [Line Items] | |||||||
Number of real estate properties | 237 | ||||||
Fair value per unit | $ / shares | $ 11 | $ 10.20 | |||||
Phillips Edison Limited Partnership | |||||||
Business Acquisition [Line Items] | |||||||
Number of real estate properties | 76 | ||||||
Fair value of Operating Partnership units (“OP units”) issued | $ 401,630 | ||||||
Corporate debt | 432,091 | ||||||
Mortgages and notes payable | 72,649 | ||||||
Cash payments | 30,420 | ||||||
Fair value of earn-out | 38,000 | ||||||
Total consideration | 974,790 | ||||||
PELP debt repaid by the Company on the transaction date | (432,091) | ||||||
Net consideration | $ 542,699 | ||||||
PELP transaction, OP units issued and issuable, shares | shares | 39.4 | ||||||
Fair value per unit | $ / shares | $ 10.20 | ||||||
Post-transaction shareholder ownership percentage | 80.60% | ||||||
Post-transaction PELP shareholder ownership percentage | 19.40% | ||||||
Acquisition related costs | $ 1,600 | $ 17,000 | |||||
Phillips Edison Limited Partnership | OP Units | |||||||
Business Acquisition [Line Items] | |||||||
PELP transaction, OP units issued and issuable, shares | shares | 12.5 | 12.5 |
PELP Acquisition Business Combi
PELP Acquisition Business Combination, Assets Acquired and Liabilities Assumed (Details) - Phillips Edison Limited Partnership - USD ($) $ in Thousands | Mar. 31, 2018 | Oct. 04, 2017 |
Business Acquisition [Line Items] | ||
Land and improvements | $ 269,140 | |
Building and improvements | 574,173 | |
Intangible lease assets | 93,506 | |
Cash | 5,930 | |
Accounts receivable and other assets | 42,426 | |
Management contracts | 58,000 | |
Goodwill | $ 29,066 | 29,066 |
Total assets acquired | 1,072,241 | |
Accounts payable and other liabilities | 48,342 | |
Acquired below-market leases | 49,109 | |
Total liabilities acquired | 97,451 | |
Net assets acquired | $ 974,790 |
PELP Acquisition Business Acqui
PELP Acquisition Business Acquisition, Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Oct. 04, 2017 | |
Acquired In-Place Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 6 years | 15 years | |
Acquired Above-Market Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 3 years | 4 years | |
Acquired Below-Market Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 16 years | 24 years | |
Phillips Edison Limited Partnership | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired below market Lease | $ (49,109) | ||
Goodwill | 29,066 | $ 29,066 | |
Phillips Edison Limited Partnership | Management Contracts | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible assets, fair value | $ 58,000 | ||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 5 years | ||
Phillips Edison Limited Partnership | Acquired In-Place Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible assets, fair value | $ 83,305 | ||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 9 years | ||
Phillips Edison Limited Partnership | Acquired Above-Market Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible assets, fair value | $ 10,201 | ||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 7 years | ||
Phillips Edison Limited Partnership | Acquired Below-Market Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 13 years |
PELP Acquisition Business Com41
PELP Acquisition Business Combination, Revenuse and Net Income (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Business Combinations [Abstract] | |
Revenues | $ 21,470 |
Net income | $ 1,302 |
PELP Acquisition Business Com42
PELP Acquisition Business Combination, Pro Forma Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Business Combinations [Abstract] | |
Pro forma revenues | $ 98,679 |
Pro forma net income attributable to stockholders | $ 799 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Real Estate Properties [Line Items] | ||
Below market lease, acquired | $ (457) | $ (593) |
Acquired In-Place Leases | ||
Real Estate Properties [Line Items] | ||
Finite-lived intangible leases assets acquired | $ 946 | $ 1,817 |
Acquired finite-lived intangible leases, weighted average useful life | 6 years | 15 years |
Acquired Above-Market Leases | ||
Real Estate Properties [Line Items] | ||
Finite-lived intangible leases assets acquired | $ 74 | $ 110 |
Acquired finite-lived intangible leases, weighted average useful life | 3 years | 4 years |
Acquired Below-Market Leases | ||
Real Estate Properties [Line Items] | ||
Acquired finite-lived intangible leases, weighted average useful life | 16 years | 24 years |
Shoppes of Lake Village | ||
Real Estate Properties [Line Items] | ||
Purchase price, real estate acquisition | $ 8,400 | |
Atwater Marketplace | ||
Real Estate Properties [Line Items] | ||
Purchase price, real estate acquisition | $ 15,000 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred leasing commissions and costs | $ 30,932 | $ 29,055 |
Deferred financing costs | 13,971 | 13,971 |
Office equipment, including capital lease assets, and other | 11,512 | 10,308 |
Total depreciable and amortizable assets | 56,415 | 53,334 |
Accumulated depreciation and amortization | (19,677) | (17,121) |
Net depreciable and amortizable assets | 36,738 | 36,213 |
Accounts receivable, net | 39,732 | 41,211 |
Deferred rent receivable, net | 19,281 | 18,201 |
Derivative asset | 29,984 | 16,496 |
Prepaid expenses | 7,455 | 4,232 |
Investment in affiliates | 902 | 902 |
Other | 1,010 | 1,193 |
Total other assets, net | $ 135,102 | $ 118,448 |
Debt Obligations (Details)
Debt Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 1,844,879 | $ 1,817,786 |
Assumed market debt adjustments, net | 4,983 | 5,254 |
Deferred financing costs, net | (15,033) | (16,042) |
Total | 1,834,829 | 1,806,998 |
Accumulated amortization, assumed below-market debt adjustment | 4,000 | 3,700 |
Accumulated amortization, deferred finance costs | $ 6,300 | $ 5,400 |
Weighted-average interest rate on debt | 3.40% | 3.40% |
Mortgages and Other | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 244,310 | $ 246,217 |
Mortgages and Other | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.75% | |
Mortgages and Other | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 7.91% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 25,569 | 61,569 |
Gross borrowings | 55,000 | |
Gross payments | 91,000 | |
Borrowing capacity, amount | $ 500,000 | 500,000 |
Line of credit variable rate base | LIBOR | |
LIne of credit - interest spread | 1.40% | |
Term Loans | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 1,205,000 | 1,140,000 |
Term Loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.51% | |
Term Loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.93% | |
Secured Term Loan 2026 | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.55% | |
Outstanding principal balance | $ 175,000 | 175,000 |
Secured Term Loan 2027 | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.52% | |
Outstanding principal balance | $ 195,000 | $ 195,000 |
Term Loan Due 2019 | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 100,000 | |
Term Loan Due 2020 | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 175,000 |
Debt Obligations (Details) - De
Debt Obligations (Details) - Debt Obligations - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Fixed-rate debt | $ 1,606,311 | $ 1,608,217 |
Variable-rate debt | 238,568 | 209,569 |
Unsecured Debt | 1,230,569 | 1,202,476 |
Secured Debt | 614,310 | 615,310 |
Total | $ 1,844,879 | $ 1,817,786 |
Derivatives and Hedging Activ47
Derivatives and Hedging Activities (Details) | 3 Months Ended | ||
Mar. 31, 2018USD ($)Debt_Instrument | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)Debt_Instrument | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain recognized in OCI on derivative | $ 13,440,000 | $ 1,219,000 | |
Amount of loss reclassified from AOCI to interest expense | (48,000) | $ (597,000) | |
Interest rate derivative liabilities, at fair value | 24,000 | ||
Interest Rate Swap | Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative instruments, gain (loss) reclassification from OCI to income, estimated net amount to be transferred | $ 4,900,000 | ||
Count | Debt_Instrument | 6 | 6 | |
Derivative, notional amount | $ 992,000,000 | $ 992,000,000 | |
Interest Rate Swap | Designated as Hedging Instrument | Minimum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Fixed LIBOR | 1.20% | 1.20% | |
Interest Rate Swap | Designated as Hedging Instrument | Maximum | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Fixed LIBOR | 2.20% | 2.20% |
Equity (Details)
Equity (Details) - $ / shares shares in Millions | 1 Months Ended | 3 Months Ended | ||||||
Apr. 30, 2018 | Dec. 31, 2017 | May 09, 2018 | May 01, 2018 | Mar. 31, 2018 | Nov. 08, 2017 | Nov. 07, 2017 | Oct. 04, 2017 | |
Class of Stock [Line Items] | ||||||||
Share price | $ 11 | $ 10.20 | ||||||
OP units outstanding, shares | 44.5 | 44.5 | ||||||
Subsidiaries | ||||||||
Class of Stock [Line Items] | ||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 25.00% | |||||||
Subsequent Event | ||||||||
Class of Stock [Line Items] | ||||||||
Share price | $ 11.05 | |||||||
Stock repurchased, shares | 3.4 | |||||||
SRP, outstanding requests | 11.9 | |||||||
Phillips Edison Limited Partnership | ||||||||
Class of Stock [Line Items] | ||||||||
Share price | $ 10.20 | |||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 19.40% | |||||||
Business combination, number of shares of OP units issued | 39.4 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Class B units unvested | 2,800 | |
Numerator: | ||
Net (loss) income attributable to stockholders - basic | $ (1,600) | $ 1,106 |
Net (loss) income attributable to convertible OP units | (334) | 28 |
Net (loss) income - diluted | $ (1,934) | $ 1,134 |
Denominator: | ||
Weighted-average shares - basic | 185,899 | 183,230 |
Conversion of OP units | 44,453 | 2,785 |
Effect of dilutive restricted stock awards | 0 | 7 |
Adjusted weighted-average shares - diluted | 230,352 | 186,022 |
Earnings per common share: | ||
Net (loss) income attributable to stockholders - basic and diluted | $ (0.01) | $ 0.01 |
Restricted Stock Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,000 |
Revenue Recognition and Relat50
Revenue Recognition and Related Party Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Revenues | $ 103,199 | $ 68,303 |
REIT II | ||
Related Party Transaction [Line Items] | ||
Insurance premium | 80 | |
Non-operating property revenue | 0 | |
Other Parties | ||
Related Party Transaction [Line Items] | ||
Insurance premium | 444 | |
Non-operating property revenue | 133 | |
Investment Management | ||
Related Party Transaction [Line Items] | ||
Insurance premium | 524 | |
Non-operating property revenue | 133 | |
Revenues | 8,845 | |
Investment Management | REIT II | ||
Related Party Transaction [Line Items] | ||
Revenues | 6,935 | |
Investment Management | Other Parties | ||
Related Party Transaction [Line Items] | ||
Revenues | 1,910 | |
Advisory Revenue | REIT II | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 3,295 | |
Advisory Revenue | REIT II | Acquisition Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 155 | |
Advisory Revenue | REIT II | Asset Management Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 3,065 | |
Advisory Revenue | REIT II | Other Advisory Fees and Other Reimbursements | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 75 | |
Advisory Revenue | Other Parties | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 565 | |
Advisory Revenue | Other Parties | Acquisition Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 256 | |
Advisory Revenue | Other Parties | Asset Management Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 281 | |
Advisory Revenue | Other Parties | Other Advisory Fees and Other Reimbursements | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 28 | |
Advisory Revenue | Investment Management | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 3,860 | |
Advisory Revenue | Investment Management | Acquisition Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 411 | |
Advisory Revenue | Investment Management | Asset Management Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 3,346 | |
Advisory Revenue | Investment Management | Other Advisory Fees and Other Reimbursements | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 103 | |
Property Management and Services Revenue | REIT II | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 3,560 | |
Property Management and Services Revenue | REIT II | Property Management Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 2,079 | |
Property Management and Services Revenue | REIT II | Leasing Commissions | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 1,172 | |
Property Management and Services Revenue | REIT II | Construction Management Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 75 | |
Property Management and Services Revenue | REIT II | Other Property Management Fees and Reimbursements | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 234 | |
Property Management and Services Revenue | Other Parties | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 768 | |
Property Management and Services Revenue | Other Parties | Property Management Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 352 | |
Property Management and Services Revenue | Other Parties | Leasing Commissions | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 251 | |
Property Management and Services Revenue | Other Parties | Construction Management Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 22 | |
Property Management and Services Revenue | Other Parties | Other Property Management Fees and Reimbursements | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 143 | |
Property Management and Services Revenue | Investment Management | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 4,328 | |
Property Management and Services Revenue | Investment Management | Property Management Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 2,431 | |
Property Management and Services Revenue | Investment Management | Leasing Commissions | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 1,423 | |
Property Management and Services Revenue | Investment Management | Construction Management Fees | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 97 | |
Property Management and Services Revenue | Investment Management | Other Property Management Fees and Reimbursements | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 377 |
Revenue Recognition and Relat51
Revenue Recognition and Related Party Revenue Related Party Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Total | $ 6,935 | $ 6,102 |
Subsidiaries | ||
Related Party Transaction [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 75.00% | |
REIT II | ||
Related Party Transaction [Line Items] | ||
Contract receivables | $ 1,513 | 1,520 |
Total | 1,549 | 1,592 |
REIT II | Advisory | ||
Related Party Transaction [Line Items] | ||
Contract receivables | 299 | 256 |
REIT II | Property Management and Services Revenue | ||
Related Party Transaction [Line Items] | ||
Contract receivables | 1,214 | 1,264 |
REIT II | Non-Contractual Receivable | ||
Related Party Transaction [Line Items] | ||
Other | 36 | 72 |
Other Parties | ||
Related Party Transaction [Line Items] | ||
Contract receivables | 483 | 179 |
Total | 5,386 | 4,510 |
Other Parties | Advisory | ||
Related Party Transaction [Line Items] | ||
Contract receivables | 97 | 51 |
Other Parties | Property Management and Services Revenue | ||
Related Party Transaction [Line Items] | ||
Contract receivables | 386 | 128 |
Other Parties | Non-Contractual Receivable | ||
Related Party Transaction [Line Items] | ||
Other | 4,903 | $ 4,331 |
REIT III | ||
Related Party Transaction [Line Items] | ||
Organization and offering costs incurred on behalf of affiliate | $ 2,000 | |
REIT III | Contingent Advisor Payment | ||
Related Party Transaction [Line Items] | ||
Contingent advisory revenue, rate | 2.15% |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions (Details) - Advisor - Advisory Agreement $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |
Expenses from transactions with related party | $ 6,165 |
Acquisition Fees | |
Related Party Transaction [Line Items] | |
Expenses from transactions with related party | 148 |
Due Diligence Fees | |
Related Party Transaction [Line Items] | |
Expenses from transactions with related party | 30 |
Asset Management Fees | |
Related Party Transaction [Line Items] | |
Expenses from transactions with related party | 5,089 |
OP Units Distribution | |
Related Party Transaction [Line Items] | |
Expenses from transactions with related party | 460 |
Class B Units Distribution | |
Related Party Transaction [Line Items] | |
Expenses from transactions with related party | $ 438 |
Related Party Transactions Re53
Related Party Transactions Related Party Transactions (Details) - Property Manager - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Due to affiliate | $ 1,733 | $ 1,359 | |
Subsidiaries | |||
Related Party Transaction [Line Items] | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | 25.00% | ||
Noncontrolling interest, ownership percentage by parent | 75.00% | ||
Property Manager | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 6,922 | ||
Property Manager | Property Management Fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 2,586 | ||
Property Manager | Leasing Commissions | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 2,323 | ||
Property Manager | Construction Management Fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 304 | ||
Property Manager | Other Fees and Reimbursements | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 1,709 | ||
Necessity Retail Partners | |||
Related Party Transaction [Line Items] | |||
Guarantorship maximum exposure | $ 200,000 | ||
Necessity Retail Partners | Maximum | |||
Related Party Transaction [Line Items] | |||
Guarantorship expected exposure | $ 50,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Mortgages and Loans Payable - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value Inputs, Liabilities, Quantitative Information | ||
Recorded value | $ 1,849,862 | $ 1,823,040 |
Deferred financing costs | 15,033 | 16,042 |
Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information | ||
Fair value | $ 1,799,558 | $ 1,765,151 |
Fair Value Measurements (Deta55
Fair Value Measurements (Details) - Derivative Instruments shares in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)derivativeDebt_Instrumentshares | Dec. 31, 2017USD ($)derivativeDebt_Instrumentshares | Dec. 31, 2017USD ($)derivativeDebt_Instrument | |
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
Interest rate swap-mortgage note | $ (24,000) | ||
Interest Rate Swap | Designated as Hedging Instrument | |||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
Derivative, notional amount | $ 992,000,000 | $ 992,000,000 | $ 992,000,000 |
Number of interest rate swap agreements | Debt_Instrument | 6 | 6 | 6 |
Interest Rate Swap | Not Designated as Hedging Instrument | |||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
Derivative, notional amount | $ 10,600,000 | $ 10,700,000 | $ 10,700,000 |
Number of interest rate swap agreements | derivative | 1 | 1 | 1 |
Phillips Edison Limited Partnership | |||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
Earn-out liability | $ (38,000,000) | ||
PELP transaction, OP units issued and issuable, shares | shares | 39.4 | ||
OP Units | Phillips Edison Limited Partnership | |||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
PELP transaction, OP units issued and issuable, shares | shares | 12.5 | 12.5 | |
Fair Value, Inputs, Level 2 | Interest Rate Swap | Designated as Hedging Instrument | |||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
Interest rate swaps-term loans | $ 29,984,000 | $ 16,496,000 | $ 16,496,000 |
Interest rate swap-mortgage note | (24,000) | $ (61,000) | (61,000) |
Fair Value, Inputs, Level 3 | Reserve for Earn-out | |||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
Earn-out liability | $ (38,000,000) | $ (38,000,000) |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of real estate properties owned | 237 | |
Total revenues | $ 103,199 | $ 68,303 |
Property operating expenses | (18,115) | (11,432) |
Real estate tax expenses | (13,147) | (10,258) |
General and administrative expenses | (2,713) | |
Segment profit | 69,224 | |
Corporate general and administrative expenses | (7,748) | |
Depreciation and amortization | (46,427) | (27,624) |
Interest expense, net | (16,779) | (8,390) |
Other expense, net | (107) | (1,635) |
Net (loss) income | (1,837) | $ 1,134 |
Owned Real Estate | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 94,354 | |
Property operating expenses | (15,467) | |
Real estate tax expenses | (12,962) | |
General and administrative expenses | (425) | |
Segment profit | 65,500 | |
Investment Management | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 8,845 | |
Property operating expenses | (2,648) | |
Real estate tax expenses | (185) | |
General and administrative expenses | (2,288) | |
Segment profit | $ 3,724 |
Subsequent Events (Details) - D
Subsequent Events (Details) - Distributions - USD ($) $ / shares in Units, $ in Thousands | May 01, 2018 | Apr. 02, 2018 | Aug. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Subsequent Event [Line Items] | |||||
Distribution rate | $ 0.17 | $ 0.17 | |||
Distributions reinvested | $ 12,764 | $ 13,716 | |||
Net cash distribution | $ 18,710 | $ 16,656 | |||
Subsequent Event | Dividend Declared | |||||
Subsequent Event [Line Items] | |||||
Distribution rate | $ 0.05583344 | $ 0.05583344 | $ 0.05583344 | ||
Subsequent Event | Dividend Paid | |||||
Subsequent Event [Line Items] | |||||
Gross amount of distribution paid | $ 12,834 | $ 12,813 | |||
Distributions reinvested | 4,015 | 4,119 | |||
Net cash distribution | $ 8,819 | $ 8,694 |