Document and Entity Information
Document and Entity Information - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Period Focus | Q3 | |
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 Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 184 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Investment in real estate: | ||
Land and improvements | $ 1,115,232 | $ 1,121,590 |
Building and improvements | 2,253,804 | 2,263,381 |
Acquired in-place lease assets | 308,575 | 313,432 |
Acquired above-market lease assets | 53,161 | 53,524 |
Total investment in real estate assets | 3,730,772 | 3,751,927 |
Accumulated depreciation and amortization | (576,976) | (462,025) |
Total investment in real estate assets, net | 3,153,796 | 3,289,902 |
Cash and cash equivalents | 6,111 | 5,716 |
Restricted cash | 27,828 | 21,729 |
Accounts receivable - affiliates | 6,365 | 6,102 |
Corporate intangible assets, net | 46,400 | 55,100 |
Goodwill | 29,066 | 29,085 |
Other assets, net | 148,443 | 118,448 |
Total assets | 3,418,009 | 3,526,082 |
Liabilities: | ||
Debt obligations, net | 1,842,947 | 1,806,998 |
Acquired below-market lease liabilities, net of accumulated amortization of $33,976 and $27,388, respectively | 82,235 | 90,624 |
Accounts payable – affiliates | 1,014 | 1,359 |
Accounts payable and other liabilities | 152,464 | 148,419 |
Total liabilities | 2,078,660 | 2,047,400 |
Commitments and contingencies (Note 9) | 0 | 0 |
Equity: | ||
Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 0 | 0 |
Common stock, $0.01 par value per share, 1,000,000 shares authorized, 183,694 and 185,233 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 1,837 | 1,852 |
Additional paid-in capital | 1,613,375 | 1,629,130 |
Accumulated other comprehensive income (“AOCI”) | 33,602 | 16,496 |
Accumulated deficit | (721,017) | (601,238) |
Total stockholders’ equity | 927,797 | 1,046,240 |
Noncontrolling interests | 411,552 | 432,442 |
Total equity | 1,339,349 | 1,478,682 |
Total liabilities and equity | $ 3,418,009 | $ 3,526,082 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Acquired below-market lease intangibles, accumulated amortization | $ 33,976 | $ 27,388 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued and outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued and outstanding | 183,694,000 | 185,233,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Rental income | $ 71,770 | $ 53,165 | $ 216,072 | $ 157,425 |
Tenant recovery income | 23,884 | 17,052 | 67,878 | 50,442 |
Fees and management income | 8,974 | 0 | 26,823 | 0 |
Other property income | 271 | 407 | 1,498 | 911 |
Total revenues | 104,899 | 70,624 | 312,271 | 208,778 |
Expenses: | ||||
Property operating | 19,276 | 10,882 | 54,292 | 32,611 |
Real estate taxes | 12,873 | 10,723 | 39,346 | 31,136 |
General and administrative | 13,579 | 8,914 | 37,490 | 25,904 |
Termination of affiliate arrangements | 0 | 5,454 | 0 | 5,454 |
Depreciation and amortization | 45,692 | 28,650 | 138,504 | 84,481 |
Impairment of real estate assets | 16,757 | 0 | 27,696 | 0 |
Total expenses | 108,177 | 64,623 | 297,328 | 179,586 |
Other: | ||||
Interest expense, net | (17,336) | (10,646) | (51,166) | (28,537) |
Transaction expenses | 0 | (3,737) | 0 | (9,760) |
Gain on sale of property, net | 4,571 | 0 | 5,556 | 0 |
Other (expense) income, net | (224) | 6 | (1,513) | 642 |
Net loss | (16,267) | (8,376) | (32,180) | (8,463) |
Net loss attributable to noncontrolling interests | 3,039 | 144 | 6,001 | 144 |
Net loss attributable to stockholders | $ (13,228) | $ (8,232) | $ (26,179) | $ (8,319) |
Earnings per common share: | ||||
Net loss per share - basic and diluted | $ (0.07) | $ (0.04) | $ (0.14) | $ (0.05) |
Weighted-average common shares outstanding: | ||||
Basic | 183,699 | 183,843 | 184,676 | 183,402 |
Diluted | 228,152 | 186,492 | 229,129 | 186,141 |
Comprehensive loss: | ||||
Net loss | $ (16,267) | $ (8,376) | $ (32,180) | $ (8,463) |
Other comprehensive loss: | ||||
Change in unrealized gain (loss) on interest rate swaps | 2,869 | 49 | 21,212 | (741) |
Comprehensive loss | (13,398) | (8,327) | (10,968) | (9,204) |
Net loss attributable to noncontrolling interests | 3,039 | 144 | 6,001 | 144 |
Other comprehensive loss attributable to noncontrolling interests | (517) | 0 | (1,101) | 0 |
Comprehensive loss attributable to stockholders | $ (10,876) | $ (8,183) | $ (6,068) | $ (9,060) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | AOCI | Accumulated Deficit | Total Stockholders' Equity | Noncontrolling Interest |
Balance, shares at Dec. 31, 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 | (4,471) | ||||||
Share repurchases, value | (45,602) | $ (45) | (45,557) | (45,602) | |||
Dividend reinvestment plan (DRIP), shares | 3,546 | ||||||
Dividend reinvestment plan (DRIP), value | 36,171 | $ 35 | 36,136 | 36,171 | |||
Change in unrealized gain on interest rate swaps | (741) | (741) | (741) | ||||
Common distributions declared, $0.50 per share | (92,037) | (92,037) | (92,037) | ||||
Distributions to noncontrolling interests | (1,384) | (1,384) | |||||
Share-based compensation, shares | 3 | ||||||
Share-based compensation, value | 40 | 40 | 40 | ||||
Redemption of noncontrolling interest | (4,179) | (4,179) | |||||
Net loss | (8,463) | (8,319) | (8,319) | (144) | |||
Balance, shares at Sep. 30, 2017 | 184,140 | ||||||
Balance, value at Sep. 30, 2017 | 1,108,592 | $ 1,841 | 1,617,717 | 11,175 | (539,840) | 1,090,893 | 17,699 |
Balance, shares at Dec. 31, 2017 | 185,233 | ||||||
Balance, value at Dec. 31, 2017 | $ 1,478,682 | $ 1,852 | 1,629,130 | 16,496 | (601,238) | 1,046,240 | 432,442 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases, shares | (4,500) | (4,511) | |||||
Share repurchases, value | $ (49,634) | $ (45) | (49,589) | (49,634) | |||
Dividend reinvestment plan (DRIP), shares | 2,967 | ||||||
Dividend reinvestment plan (DRIP), value | 32,691 | $ 30 | 32,661 | 32,691 | |||
Change in unrealized gain on interest rate swaps | 21,212 | 17,106 | 17,106 | 4,106 | |||
Common distributions declared, $0.50 per share | (93,600) | (93,600) | (93,600) | ||||
Distributions to noncontrolling interests | (21,379) | (21,379) | |||||
Share-based compensation, shares | 5 | ||||||
Share-based compensation, value | 3,713 | 1,329 | 1,329 | 2,384 | |||
Other | (156) | (156) | (156) | ||||
Net loss | (32,180) | (26,179) | (26,179) | (6,001) | |||
Balance, shares at Sep. 30, 2018 | 183,694 | ||||||
Balance, value at Sep. 30, 2018 | $ 1,339,349 | $ 1,837 | $ 1,613,375 | $ 33,602 | $ (721,017) | $ 927,797 | $ 411,552 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Common distributions declared, per share | $ 0.50 | $ 0.50 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (32,180) | $ (8,463) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 125,990 | 83,200 |
Impairment of real estate assets | 27,696 | 0 |
Depreciation and amortization of corporate assets | 11,137 | 0 |
Amortization of deferred financing expense | 3,615 | 3,572 |
Net amortization of above- and below-market leases | (2,967) | (972) |
Gain on sale of property, net | (5,556) | 0 |
Change in fair value of contingent liability | 1,500 | 0 |
Straight-line rent | (3,544) | (2,913) |
Share-based compensation | 3,713 | 0 |
Other | 846 | (927) |
Changes in operating assets and liabilities: | ||
Other assets | (10,468) | (12,193) |
Accounts receivable and payable – affiliates | (608) | 1 |
Accounts payable and other liabilities | 2,862 | 6,217 |
Net cash provided by operating activities | 122,036 | 67,522 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Real estate acquisitions | (31,252) | (111,740) |
Capital expenditures | (29,341) | (22,505) |
Proceeds from sale of real estate | 44,338 | 1,137 |
Net cash used in investing activities | (16,255) | (133,108) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net change in credit facility | (6,000) | 202,000 |
Proceeds from mortgages and loans payable | 65,000 | 0 |
Payments on mortgages and loans payable | (24,751) | (64,287) |
Payments of deferred financing expenses | (782) | (2,510) |
Distributions paid, net of DRIP | (61,125) | (56,226) |
Distributions to noncontrolling interests | (21,377) | (1,262) |
Repurchases of common stock | (50,252) | (44,682) |
Redemption of noncontrolling interests | 0 | (4,179) |
Net cash (used in) provided by financing activities | (99,287) | 28,854 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 6,494 | (36,732) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: | ||
Beginning of period | 27,445 | 49,946 |
End of period | 33,939 | 13,214 |
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 | 49,157 | 26,461 |
Fair value of assumed debt | 0 | 30,832 |
Capital leases | 739 | 0 |
Accrued capital expenditures | 2,881 | 3,560 |
Change in distributions payable | (216) | (360) |
Change in accrued share repurchase obligation | (618) | 920 |
Distributions reinvested | $ 32,691 | $ 36,171 |
Organization
Organization | 9 Months Ended |
Sep. 30, 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. (“PECO III”), Phillips Edison Limited Partnership (“PELP”), and Necessity Retail Partners (“NRP”). As of September 30, 2018 , we owned fee simple interests in 233 real estate properties. In July 2018 we entered into an Agreement and Plan of Merger (“Merger Agreement”) pursuant to which, subject to the satisfaction or waiver of certain conditions, we will merge with REIT II, and we will continue as the surviving corporation (“Merger”). To complete the proposed Merger, we will issue 2.04 shares of our common stock in exchange for each issued and outstanding share of REIT II common stock, subject to closing adjustments. For a more detailed discussion, see Note 3 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2018 . For a full summary of our accounting policies, refer to our 2017 Annual Report on Form 10-K filed with the SEC on March 30, 2018. Basis of Presentation and Principles of Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of this Quarterly Report on Form 10-Q should refer to our audited consolidated financial statements 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 and nine months ended September 30, 2018 , are not necessarily indicative of the operating results expected for the full year. The accompanying consolidated financial statements include our accounts and those of our majority-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. Income Taxes —Our consolidated financial statements include the operations of one wholly owned subsidiary that has jointly elected to be treated as a Taxable REIT Subsidiary (“TRS”) and is subject to U.S. federal, state, and local income taxes at regular corporate tax rates. As of September 30, 2018 and December 31, 2017 , a full valuation allowance was recorded for the entire amount of the net deferred tax asset. During the three and nine months ended September 30, 2018 , no income tax expense or benefit was reported as we recorded a full valuation allowance for our net deferred tax asset. Newly Adopted and Recently Issued Accounting Pronouncements —The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a nonfinancial asset. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2018-13, Fair Value Measurement (Topic 820) This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. Early adoption is permitted. January 1, 2020 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting The amendments in this update expand the scope of Topic 718: Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from non-employees, except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). This update is effective for public business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for public entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted after December 15, 2018. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. 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; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Leases (Topic 842): Targeted Improvements These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. We expect to adopt the practical expedients available for implementation under the standard. By adopting these practical expedients, we will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether the costs previously capitalized as initial direct costs would continue to be amortized. This allows us to continue to account for our leases where we are the lessee as operating leases, however, any new or renewed leases may be classified as financing leases. We currently have fewer than 50 leases of this type. We also expect to recognize right of use assets and lease liability on our consolidated balance sheets related to certain leases where we are the lessee. In July 2018, the FASB issued ASU 2018-11. The update allows lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. We expect to utilize this practical expedient. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. Reclassifications —The following line items on our consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2017 , were reclassified: • Unrealized (Loss) Gain on Derivatives and Reclassification of Derivative Loss to Interest Expense were combined to Change in Unrealized Gain (Loss) on Interest Rate Swaps. • Acquisition Expenses were combined to General and Administrative. The following line items on our consolidated statements of cash flows for the nine months ended September 30, 2017 were reclassified: • Net Loss (Gain) on Write-off of Unamortized Capitalized Leasing Commissions, Market Debt Adjustments, and Deferred Financing Expense was combined to Other. |
REIT II Merger
REIT II Merger | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
REIT II Merger | 3. PROPOSED MERGER WITH REIT II In July 2018, we entered into the Merger Agreement, pursuant to which we will merge with REIT II in a 100% stock transaction valued at approximately $1.9 billion . This proposed Merger will create a portfolio of approximately 320 grocery-anchored shopping centers encompassing more than 36 million square feet in established trade areas across 33 states. To complete the proposed Merger, we will issue 2.04 shares of our common stock in exchange for each issued and outstanding share of REIT II common stock, which is equivalent to $22.54 based on our most recent estimated net asset value per share (“EVPS”) of $11.05 . The exchange ratio is based on a thorough review of the relative valuation of each entity, including factoring in our growing investment management business as well as each company’s transaction costs. REIT II’s outstanding debt of approximately $800 million is expected to be refinanced or assumed by us at closing under the terms of the Merger Agreement. The Merger Agreement provides certain termination rights for REIT II and us. In connection with the termination of the Merger Agreement, under certain specified circumstances, REIT II may be required to pay us a termination fee of $31.7 million and we may be required to pay REIT II a termination fee of $75.6 million . The Merger Agreement provided REIT II with a 30-day go-shop period pursuant to which they could solicit, receive, evaluate, and enter into negotiations with respect to alternative proposals from third-parties. The go-shop period ended during the third quarter. On a pro forma basis, upon completion of the Merger, we estimate that our continuing stockholders will own approximately 71% of the issued and outstanding shares of the combined company on a fully diluted basis (determined as if each Operating Partnership unit (“OP unit”) were exchanged for one share of our common stock), and former REIT II stockholders will own approximately 29% of the issued and outstanding shares of the combined company on a fully diluted basis (determined as if each OP unit were exchanged for one share of our common stock). After consideration of all applicable factors pursuant to the business combination accounting rules under ASC 805, Business Combinations , including the application of a screen test to evaluate if substantially all the fair value of the acquired properties is concentrated in a single asset or group of similar assets, we have concluded that the Merger will be treated as an asset acquisition under GAAP. As of September 30, 2018 , we have deferred for capitalization $2.8 million in costs related to the merger. 4. PELP ACQUISITION On October 4, 2017, we completed a transaction to acquire certain real estate assets, the third-party investment management business, and the captive insurance company of PELP in a stock and cash transaction (“PELP transaction”). Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands): Amount Fair value of 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 Operating Partnership’s Third Amended and Restated Agreement of Limited Partnership (“Partnership Agreement”) (see Note 10 ). The terms of the PELP transaction included an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued. For more detail regarding this earn-out, see Note 14 . Immediately following the closing of the PELP transaction, our stockholders owned approximately 80.6% and former PELP stockholders owned approximately 19.4% of the combined company. Assets Acquired and Liabilities Assumed —The PELP transaction was accounted for using the acquisition method of accounting under ASC 805, Business Combinations , which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The preliminary fair market value of the assets acquired and liabilities assumed was based on a valuation report prepared by a third-party valuation specialist that was subject to management’s review and approval. The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 The allocation of the purchase price was based on management’s assessment, which may change in the future as more information becomes available and could have an impact on the unaudited pro forma financial information presented below. Subsequent adjustments made to the purchase price allocation upon the completion of our fair value assessment process will not exceed one year from the acquisition date. The allocation of the purchase price above required a significant amount of judgment and represented management’s best estimate of the fair value as of the acquisition date. Intangible Assets and Liabilities —The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 Goodwill —In connection with the PELP transaction, we recorded goodwill of $29.1 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. We do not expect that the goodwill will be deductible for tax purposes. The goodwill recorded represents our management structure and its ability to generate additional opportunities for revenue and raise additional funds, and therefore the full amount of goodwill was allocated to the Investment Management segment, which comprises one reporting unit. For more information about each of our reporting segments, see Note 15 . Results of Operations —The consolidated net assets and results of operations of PELP’s contributions were included in the consolidated financial statements from the transaction date going forward and resulted in the following impact to Revenue and Net Loss for the three and nine months ended September 30, 2018 (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Revenue $ 20,943 $ 63,894 Net loss (16,464 ) (24,999 ) Acquisition Costs —We incurred approximately $17.0 million of costs related to the PELP transaction, $9.8 million of which was incurred during the nine months ended September 30, 2017 , and was recorded as Transaction Expenses on the consolidated statements of operations. No costs related to the PELP transaction were recorded in 2018. Pro Forma Results (Unaudited) —The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. (in thousands) Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Pro forma revenues $ 98,679 $ 300,133 Pro forma net income attributable to stockholders 799 2,063 |
PELP Acquisition
PELP Acquisition | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
PELP Acquisition | 3. PROPOSED MERGER WITH REIT II In July 2018, we entered into the Merger Agreement, pursuant to which we will merge with REIT II in a 100% stock transaction valued at approximately $1.9 billion . This proposed Merger will create a portfolio of approximately 320 grocery-anchored shopping centers encompassing more than 36 million square feet in established trade areas across 33 states. To complete the proposed Merger, we will issue 2.04 shares of our common stock in exchange for each issued and outstanding share of REIT II common stock, which is equivalent to $22.54 based on our most recent estimated net asset value per share (“EVPS”) of $11.05 . The exchange ratio is based on a thorough review of the relative valuation of each entity, including factoring in our growing investment management business as well as each company’s transaction costs. REIT II’s outstanding debt of approximately $800 million is expected to be refinanced or assumed by us at closing under the terms of the Merger Agreement. The Merger Agreement provides certain termination rights for REIT II and us. In connection with the termination of the Merger Agreement, under certain specified circumstances, REIT II may be required to pay us a termination fee of $31.7 million and we may be required to pay REIT II a termination fee of $75.6 million . The Merger Agreement provided REIT II with a 30-day go-shop period pursuant to which they could solicit, receive, evaluate, and enter into negotiations with respect to alternative proposals from third-parties. The go-shop period ended during the third quarter. On a pro forma basis, upon completion of the Merger, we estimate that our continuing stockholders will own approximately 71% of the issued and outstanding shares of the combined company on a fully diluted basis (determined as if each Operating Partnership unit (“OP unit”) were exchanged for one share of our common stock), and former REIT II stockholders will own approximately 29% of the issued and outstanding shares of the combined company on a fully diluted basis (determined as if each OP unit were exchanged for one share of our common stock). After consideration of all applicable factors pursuant to the business combination accounting rules under ASC 805, Business Combinations , including the application of a screen test to evaluate if substantially all the fair value of the acquired properties is concentrated in a single asset or group of similar assets, we have concluded that the Merger will be treated as an asset acquisition under GAAP. As of September 30, 2018 , we have deferred for capitalization $2.8 million in costs related to the merger. 4. PELP ACQUISITION On October 4, 2017, we completed a transaction to acquire certain real estate assets, the third-party investment management business, and the captive insurance company of PELP in a stock and cash transaction (“PELP transaction”). Under the terms of this transaction, the following consideration was given in exchange for the contribution of PELP’s ownership interests in 76 shopping centers, its third-party investment management business, and its captive insurance company (in thousands): Amount Fair value of 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 Operating Partnership’s Third Amended and Restated Agreement of Limited Partnership (“Partnership Agreement”) (see Note 10 ). The terms of the PELP transaction included an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued. For more detail regarding this earn-out, see Note 14 . Immediately following the closing of the PELP transaction, our stockholders owned approximately 80.6% and former PELP stockholders owned approximately 19.4% of the combined company. Assets Acquired and Liabilities Assumed —The PELP transaction was accounted for using the acquisition method of accounting under ASC 805, Business Combinations , which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The preliminary fair market value of the assets acquired and liabilities assumed was based on a valuation report prepared by a third-party valuation specialist that was subject to management’s review and approval. The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 The allocation of the purchase price was based on management’s assessment, which may change in the future as more information becomes available and could have an impact on the unaudited pro forma financial information presented below. Subsequent adjustments made to the purchase price allocation upon the completion of our fair value assessment process will not exceed one year from the acquisition date. The allocation of the purchase price above required a significant amount of judgment and represented management’s best estimate of the fair value as of the acquisition date. Intangible Assets and Liabilities —The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 Goodwill —In connection with the PELP transaction, we recorded goodwill of $29.1 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. We do not expect that the goodwill will be deductible for tax purposes. The goodwill recorded represents our management structure and its ability to generate additional opportunities for revenue and raise additional funds, and therefore the full amount of goodwill was allocated to the Investment Management segment, which comprises one reporting unit. For more information about each of our reporting segments, see Note 15 . Results of Operations —The consolidated net assets and results of operations of PELP’s contributions were included in the consolidated financial statements from the transaction date going forward and resulted in the following impact to Revenue and Net Loss for the three and nine months ended September 30, 2018 (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Revenue $ 20,943 $ 63,894 Net loss (16,464 ) (24,999 ) Acquisition Costs —We incurred approximately $17.0 million of costs related to the PELP transaction, $9.8 million of which was incurred during the nine months ended September 30, 2017 , and was recorded as Transaction Expenses on the consolidated statements of operations. No costs related to the PELP transaction were recorded in 2018. Pro Forma Results (Unaudited) —The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. (in thousands) Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Pro forma revenues $ 98,679 $ 300,133 Pro forma net income attributable to stockholders 799 2,063 |
Real Estate Activity
Real Estate Activity | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Acquisitions | 5. REAL ESTATE ACTIVITY Acquisitions —During the nine months ended September 30, 2018 , we acquired two grocery-anchored shopping centers. The first quarter acquisition closed out the Internal Revenue Code (“IRC”) Section 1031 like-kind exchange outstanding at December 31, 2017 . We also acquired one land parcel adjacent to a property we currently own for $0.7 million . During the nine months ended September 30, 2017 , we acquired six grocery-anchored shopping centers. All of the 2017 and 2018 acquisitions were classified as asset acquisitions. As such, most acquisition-related costs were capitalized and are included in the total purchase prices shown below. Our real estate assets acquired during the nine months ended September 30, 2018 , were as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $ 8,423 71.3 % Sierra Vista Plaza Murrieta, CA Stater Brothers (1) 9/28/2018 22,151 81.0 % (1) Stater Brothers is in a portion of the shopping center that we do not own. During the nine months ended September 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Leased % of Rentable Square Feet at Acquisition Atwater Marketplace Atwater, CA Save Mart 2/10/2017 $ 15,041 94.6 % Rocky Ridge Station Roseville, CA Sprouts 4/18/2017 37,271 (1) 96.3 % Greentree Station Racine, WI Pick ‘n Save 5/5/2017 12,309 90.3 % Titusville Station Titusville, FL Publix 6/15/2017 13,817 71.7 % Sierra Station Corona, CA Ralph’s 6/20/2017 29,137 (1) 94.0 % Hoffman Village Station Hoffman Estates, IL Mariano’s 9/5/2017 34,910 93.1 % (1) The purchase price includes the fair value of debt assumed as part of the acquisition. The fair value at acquisition and weighted-average useful life for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the nine months ended September 30, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 2,319 6 $ 13,647 13 Acquired above-market leases 200 5 1,012 7 Acquired below-market leases (1,299 ) 14 (3,703 ) 19 Dispositions —During the nine months ended September 30, 2018 , we sold five grocery-anchored shopping centers for $45.6 million resulting in a gain of $5.6 million . We had no dispositions during the nine months ended September 30, 2017 . Impairment of Real Estate Assets —During the three and nine months ended September 30, 2018 , we recognized impairment charges totaling $16.8 million and $27.7 million , respectively. The impairments were associated with certain anticipated property dispositions where the net book value exceeded the estimated fair value, as well as certain properties that we determined to be impaired following the identification of potential operational impairment indicators. Our estimated fair value was based upon the contracted price to sell, the marketed price for disposition, or comparable market assets when neither of the first two inputs were available. We have applied reasonable estimates and judgments in determining the level of impairments recognized. We did not recognize any impairments in 2017. |
Other Assets, Net
Other Assets, Net | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets, Net | 6. OTHER ASSETS, NET The following is a summary of Other Assets, Net outstanding as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Other assets, net: Deferred leasing commissions and costs $ 33,491 $ 29,055 Deferred financing costs 13,971 13,971 Office equipment, including capital lease assets, and other 13,117 10,308 Total depreciable and amortizable assets 60,579 53,334 Accumulated depreciation and amortization (23,678 ) (17,121 ) Net depreciable and amortizable assets 36,901 36,213 Accounts receivable, net 37,025 41,211 Deferred rent receivable, net 21,594 18,201 Derivative asset 37,708 16,496 Prepaid expenses 8,015 4,232 Investment in affiliates 903 902 Other 6,297 1,193 Total other assets, net $ 148,443 $ 118,448 |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 7. DEBT OBLIGATIONS The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, on our debt obligations as of September 30, 2018 and December 31, 2017 (dollars in thousands): Interest Rate September 30, 2018 December 31, 2017 Revolving credit facility (1) LIBOR + 1.40% $ 55,568 $ 61,569 Term loans (2) 2.51% - 3.93% 1,205,000 1,140,000 Secured loan facility due 2026 3.55% 175,000 175,000 Secured loan facility due 2027 3.52% 195,000 195,000 Mortgages and other (3) 3.75% - 7.91% 222,205 246,217 Assumed market debt adjustments, net (4) 4,211 5,254 Deferred financing costs (5) (14,037 ) (16,042 ) Total $ 1,842,947 $ 1,806,998 (1) The gross borrowings and payments under our revolving credit facility were $219.0 million and $225.0 million , respectively, during the nine months ended September 30, 2018 . The revolving credit facility has a capacity of $500 million and matures in October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan due in 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of September 30, 2018 , the availability on our revolving credit facility exceeded the balance on the loan. The $175 million term loan due in 2020 has options to extend its maturity to 2021. We executed a $65 million delayed draw in January 2018 on one of our term loans that originated in October 2017. (3) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of September 30, 2018 and December 31, 2017 . (4) Net of accumulated amortization of $4.0 million and $3.7 million as of September 30, 2018 and December 31, 2017 , respectively. (5) Net of accumulated amortization of $7.9 million and $5.4 million as of September 30, 2018 and December 31, 2017 , respectively. As of September 30, 2018 and December 31, 2017 , the weighted-average interest rate, including the effect of derivative financial instruments, for all of our debt obligations was 3.5% and 3.4% , respectively. The allocation of total debt between fixed- and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of September 30, 2018 and December 31, 2017 , is summarized below (in thousands): September 30, 2018 December 31, 2017 As to interest rate: (1) Fixed-rate debt $ 1,584,205 $ 1,608,217 Variable-rate debt 268,568 209,569 Total $ 1,852,773 $ 1,817,786 As to collateralization: Unsecured debt $ 1,261,180 $ 1,202,476 Secured debt 591,593 615,310 Total $ 1,852,773 $ 1,817,786 (1) Includes the effects of derivative financial instruments (see Notes 8 and 14 ). |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | 8. DERIVATIVES AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives —We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposure to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into interest rate swaps to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings. Cash Flow Hedges of Interest Rate Risk —Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The change in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the nine months ended September 30, 2018 and 2017 , such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. The ineffectiveness previously reported in earnings for the period ended September 30, 2017, was adjusted to reflect application of the provisions of ASU 2017-12, Derivatives and Hedging (Topic 815) , as of the beginning of 2017. This adjustment was not material. Amounts reported in AOCI related to these derivatives will be reclassified to Interest Expense, Net as interest payments are made on the variable-rate debt. During the next twelve months, we estimate that an additional $8.8 million will be reclassified from Other Comprehensive Income (“OCI”) as a decrease to Interest Expense, Net. The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of September 30, 2018 and December 31, 2017 (notional amount in thousands): Count Fixed LIBOR Maturity Date Notional Amount 6 1.2% - 2.2% 2019-2024 $ 992,000 The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Amount of gain (loss) recognized in OCI on derivative (1) $ 4,061 $ (179 ) $ 23,107 $ (1,944 ) Amount of (gain) loss reclassified from AOCI into interest expense (1) (1,192 ) 228 (1,895 ) 1,203 (1) Increases in gains are solely driven from changes in LIBOR and LIBOR futures. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Litigation —We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the resolution of such claims and litigation will not have a material adverse effect on our consolidated financial statements. Environmental Matters —In connection with the ownership and operation of real estate, we may potentially be liable for costs and damages related to environmental matters. In addition, we may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property, and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify us against future remediation costs. We also carry environmental liability insurance on our properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which we may be liable. We are not aware of any environmental matters which we believe are reasonably likely to have a material effect on our consolidated financial statements. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Equity | 10. EQUITY On May 9, 2018, our board of directors (“Board”) increased the EVPS of our common stock to $11.05 based substantially on the estimated market value of our portfolio of real estate properties and our third-party investment management business as of March 31, 2018. We engaged a third-party valuation firm to provide a calculation of the range in EVPS of our common stock as of March 31, 2018, which reflected certain balance sheet assets and liabilities as of that date. Previously, on November 8, 2017, our Board increased the EVPS of our common stock to $11.00 from $10.20 based substantially on the estimated market value of our portfolio of real estate properties and our third-party investment management business as of October 5, 2017, the first full business day after the closing of the PELP transaction. Shares of our common stock are issued under the Dividend Reinvestment Plan (the “DRIP”) and redeemed under the Share Repurchase Program (“SRP”), as discussed below, at the same price as the EVPS in effect at the time of issuance or redemption. Dividend Reinvestment Plan —The DRIP allows stockholders to invest distributions in additional shares of our common stock. Stockholders who elect to participate in the DRIP, and who are subject to U.S. federal income taxation laws, will incur a tax liability on an amount equal to the fair value on the relevant distribution date of the shares of our common stock purchased with reinvested distributions, even though such stockholders have elected not to receive the distributions in cash. In connection with the proposed Merger (see Note 3 ), the DRIP was temporarily suspended for the month of July 2018; therefore, all DRIP participants received their July 2018 distribution in cash rather than in stock. The DRIP plan resumed in August 2018, with the distribution paid in September 2018. Share Repurchase Program —Our SRP provides an opportunity for stockholders to have shares of common stock repurchased, subject to certain restrictions and limitations. The Board reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase. Further, the cash available for repurchases on any particular date will generally be limited to the proceeds from the DRIP during the preceding four fiscal quarters, less amounts already used for repurchases since the beginning of that period. In connection with the Merger, the SRP was also temporarily suspended for the month of July 2018 and resumed in August 2018. During the nine months ended September 30, 2018 , repurchase requests surpassed the funding limits under the SRP. Approximately 4.5 million shares of our common stock were repurchased under the SRP during the nine months ended September 30, 2018 . Repurchase requests in connection with a stockholder’s death, “qualifying disability,” or “determination of incompetence” were completed in full. The remaining repurchase requests that were in good order were fulfilled on a pro rata basis. Due to the program's funding limits, no funds will be available for the remainder of 2018. However, we will continue to fulfill repurchases sought upon a stockholder's death, “qualifying disability,” or “determination of incompetence” in accordance with the terms of the SRP. In connection with the proposed Merger, the combined company will be required to reset its share repurchase queue. As a result, all SRP requests currently on file will be canceled on the date the Merger closes. All stockholders wishing to participate in the SRP after the Merger must submit a new SRP form to the transfer agent, DST, after the Merger to be included in the next standard repurchase of the combined company. All standard repurchase requests must be on file and in good order to be included for next standard repurchase of the combined company, which is expected to be in July 2019. At that time, should the demand for standard redemptions exceed the funding available for repurchases, the combined company is expected to make pro-rata redemptions. Following that standard repurchase, standard repurchase requests that are on file with the combined company and in good order that have not been fully executed (due to pro-rata redemptions), will remain on file for future redemptions. 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 Partnership Agreement, 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 September 30, 2018 and December 31, 2017 , are classified as Noncontrolling Interests within permanent equity on our consolidated balance sheets. The cumulative distributions that have been paid on OP units are included in Distributions to Noncontrolling Interests on the consolidated statements of equity. There were 44.5 million OP units outstanding as of September 30, 2018 and December 31, 2017 . Nonconvertible Noncontrolling Interests —In addition to partnership units of the Operating Partnership, Noncontrolling Interests also includes a 25% ownership share of one of our subsidiaries who provides advisory services, which was not significant to our results. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. EARNINGS PER SHARE We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing Net Loss Attributable to Stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. OP units held by limited partners other than us are considered to be participating securities because they contain non-forfeitable rights to dividends or dividend equivalents, and have the potential to be exchanged for an equal number of shares of our common stock in accordance with the terms of the Partnership Agreement. The impact of OP units on basic and diluted EPS has been calculated using the two-class method whereby earnings are allocated to the OP units based on dividends declared and the units’ participation rights in undistributed earnings. The effects of the two-class method on basic and diluted EPS were immaterial to the consolidated financial statements as of September 30, 2018 and 2017 . The following table provides a reconciliation of the numerator and denominator of the earnings per share calculations for the three and nine months ended September 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net loss attributable to stockholders - basic $ (13,228 ) $ (8,232 ) $ (26,179 ) $ (8,319 ) Net loss attributable to convertible OP units (1) (3,180 ) (144 ) (6,270 ) (144 ) Net loss attributable to stockholders and convertible noncontrolling interests - diluted $ (16,408 ) $ (8,376 ) $ (32,449 ) $ (8,463 ) Denominator: Weighted-average shares - basic 183,699 183,843 184,676 183,402 OP units (1) 44,453 2,649 44,453 2,739 Adjusted weighted-average shares - diluted 228,152 186,492 229,129 186,141 Earnings per common share: Net loss attributable to stockholders - basic and diluted $ (0.07 ) $ (0.04 ) $ (0.14 ) $ (0.05 ) (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 13 ), as well as units issued as part of the PELP transaction (Note 4 ), all of which are convertible into common stock. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for all years presented. As of September 30, 2018 , approximately 1.0 million unvested restricted stock awards granted to employees and directors were outstanding. These securities were anti-dilutive and, as a result, were excluded from the weighted-average common shares used to calculate diluted EPS. The unvested restricted stock awards outstanding at September 30, 2017 , were immaterial. There were 2.7 million unvested Class B units outstanding as of September 30, 2017 . As these units were unvested, they were not included in the diluted earnings per share calculation. We had no unvested Class B units outstanding as of September 30, 2018 . |
Revenue Recognition and Related
Revenue Recognition and Related Party Revenue | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Revenue Recognition and Related Party Revenue | 12. REVENUE RECOGNITION AND RELATED PARTY REVENUE Effective January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers , using the modified retrospective approach. The majority of our revenue is lease revenue derived from our Owned Real Estate segment (see Note 15 ). We record these amounts as Rental Income and Tenant Recovery Income on the consolidated statements of operations. These revenue amounts are excluded from the scope of ASU 2014-09, as they are accounted for under Topic 840, Leases . Fee revenues from our Investment Management segment are earned by providing services to the Managed Funds. These fees are within the scope of ASU 2014-09 and are recorded as Fees and Management Income on the consolidated statements of operations. Additional immaterial revenue is recorded as Other Property Income on the consolidated statements of operations. The adoption of ASU 2014-09 did not result in any retrospective adjustments to prior periods as our previous revenue recognition policies aligned with the updated guidance. The Investment Management segment provides services to Managed Funds that are considered related parties. These services primarily include asset acquisition and disposition services, asset management, operating and leasing of properties, construction management, and other general and administrative responsibilities. These services are currently provided under two types of contracts: advisory agreements and property management agreements. Advisory agreements have a duration of one year and are renewed annually at the discretion of the respective boards, but can be terminated upon notice by either party. Property management agreements include both property management agreements and master services agreements, which we have determined should be evaluated as a single agreement for revenue recognition under GAAP. Property management agreements have no defined term, but can be canceled by either party upon 30 days’ notice. Summarized below is all fee and management revenue for the Investment Management segment. The revenue includes the fees and reimbursements earned by us from the Managed Funds for the three and nine months ended September 30, 2018 , and other revenues that are not in the scope of ASC 606, Revenue from Contracts with Customers , but are included in this table for the purpose of disclosing all related party revenues (in thousands): Three Months Ended Nine Months Ended September 30, 2018 REIT II Other Parties Total REIT II Other Parties Total Advisory revenue: Acquisition fees $ — $ 379 $ 379 $ 162 $ 635 $ 797 Asset management fees 3,084 342 3,426 9,212 917 10,129 Other advisory fees and reimbursements 143 146 289 796 305 1,101 Total advisory revenue 3,227 867 4,094 10,170 1,857 12,027 Property Management and Services revenue: Property management fees 1,977 345 2,322 6,181 1,061 7,242 Leasing commissions 1,192 245 1,437 3,703 659 4,362 Construction management fees 308 42 350 511 175 686 Other property management fees and reimbursements 155 88 243 577 331 908 Total property management and services revenue 3,632 720 4,352 10,972 2,226 13,198 Other revenue: Insurance premiums (1) 90 437 527 277 1,320 1,597 Non-operating property revenue — 138 138 — 408 408 Total fees and management income $ 6,949 $ 2,162 $ 9,111 $ 21,419 $ 5,811 $ 27,230 (1) Insurance premium income from other parties was from third parties not affiliated with us. Because the PELP transaction occurred in October 2017, no fee and management income was earned during the nine months ended September 30, 2017 . Advisory Agreements —Under our advisory agreements, we earn revenue for managing day-to-day activities and implementing the investment strategy for the Managed Funds. The wide variety of duties as the advisor within these contracts makes determining the performance obligations within the contracts a matter of judgment. We have concluded that each of the separately disclosed fee types in the below table represents a separate performance obligation within the contract. Due to the nature of the services being provided under the Advisory Agreements, each performance obligation within the contract has a variable component. Therefore when we determine the transaction price for the contract we are required to constrain our estimate to an amount that is not probable of significant revenue reversal. For the acquisition and disposition services, compensation only occurs if the transaction takes place, and the amount of compensation is dependent upon the contract price for the transaction. Property acquisition and disposition fees are recognized when we satisfy a performance obligation by acquiring a property or transferring control of a property. These fees are billed subsequent to the acquisition or sale of the property and payment is due thereafter. The following table summarizes the fee structure for our advisory agreements: Fee Type Performance Obligation Satisfied Timing of Payment Revenue Recognition Acquisition Fee Point in time (upon close of transaction) In cash upon close of transaction Revenue is recognized based on a percentage of the contract purchase price, including acquisition expenses and any debt. Disposition Fee Point in time (upon close of transaction) In cash upon completion Revenue is recognized based on a percentage of the contract sales price. Asset Management Fee and Subordinated Participation Over time Monthly, in cash and/or ownership units Because each increment of service is distinct, although substantially the same, revenue is recognized at the end of each reporting period based on a percentage of the cost of assets under management or the applicable NAV. In addition to the fees listed above, our management company contracts include the potential for additional revenues if certain market conditions are in place or certain events take place. We have not recognized revenue related to these fees, nor will we until it is no longer highly probable that there would be a material reversal of revenue. Property Management Agreements —Under our property management agreements, we earn revenue for managing day-to-day activities at the properties of the Managed Funds, for which we receive a distinct fee based on a set percentage of gross cash receipts each month. Under the property management agreements, we also serve as a leasing agent to the Managed Funds. For each new lease, lease renewal, and expansion we receive a distinct fee in the form of a leasing commission. Leasing commissions are recognized at lease execution and are dependent on the terms of the lease. Additionally, we assist in overseeing the construction of various improvements for Managed Funds, for which we receive a distinct fee based on a set percentage of total project cost calculated upon completion of construction. Because both parties in these contracts can cancel upon 30 days’ notice without penalties, their term is considered month-to-month. The wide variety of duties as the property manager within these contracts makes determining the performance obligations within the contracts a matter of judgment. We have concluded that each of the separately disclosed fee types in the contracts, property management, leasing, and construction management, represents a separate performance obligation within the contract. Due to the nature of the services being provided under the property management agreements, each performance obligation within the contract has a variable consideration component. However, due to the month-to-month term of these contracts, any uncertainty regarding the amounts to be earned over the contract term is resolved by the end of that month. As a result, we can reliably calculate the amount of the consideration to be recognized with regards to each performance obligation each month. All property management agreements have terms as follows: Fee Performance Obligation Satisfied Timing of Payment Revenue Recognition Property Management Over time In cash, monthly Revenue is recognized based on a percentage of monthly cash receipts at each property. Leasing Commissions Point in time In cash upon completion Revenue is recognized based on a percentage of the contractual payments to be received per the terms of the lease and occurs when the lease is executed. Construction Management Point in time In cash upon completion Revenue is recognized based on a percentage of the cost of the construction project. Revenue recognition occurs upon completion of the contract (in the case of a normal capital improvement) or upon the tenant taking possession (in the case of a tenant improvement). Both the advisory agreements and property management agreements have an original duration of one year or less, and we utilize the practical expedient applicable to such contracts and have not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period nor when we expect to recognize this revenue. Due to the duration of the contracts, we have also utilized the practical expedient and made no adjustment to contract consideration for the effects of financing components. Related Party Receivables —Summarized below is the detail of our outstanding receivable balance from related parties as of September 30, 2018 and December 31, 2017 , respectively (in thousands): September 30, 2018 December 31, 2017 REIT II Other Parties REIT II Other Parties Contract receivables: Advisory $ 109 $ 171 $ 256 $ 51 Property management and services 1,178 188 1,264 128 Total contract receivables 1,287 359 1,520 179 Other 119 4,473 72 4,331 Total $ 1,406 $ 4,832 $ 1,592 $ 4,510 Organizational and Offering Costs —Under the terms of the advisory agreement, we have incurred organizational and offering costs related to PECO III, all of which currently are recorded in Accounts Receivable - Affiliates on the consolidated balance sheets. We have charged PECO III organizational and offering costs related to both its private placement and public offering, which were approximately $4.2 million and $2.0 million as of September 30, 2018 and December 31, 2017 , respectively. During the public offering period for PECO III we will receive a contingent advisor payment of 2.15% of the contract purchase price of each property or other real estate investment it acquires. This reimbursement is intended to allow us to recoup a portion of the dealer manager fees and organizational and offering expenses advanced by PECO III’s advisor, in which we have a 75% interest. Therefore, this reimbursement shall not exceed the amount of organizational and offering expenses and dealer manager fees outstanding at the time of closing for the acquired property. The initial $4.5 million we may incur to fund organizational and offering expenses related to the PECO III public offering, shall be retained by PECO III until the termination of its public offering, at which time such amount shall be paid. |
Related Party Expense
Related Party Expense | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. RELATED PARTY EXPENSE Economic Dependency —Prior to the completion of the PELP transaction, we were dependent on Phillips Edison NTR LLC (“PE-NTR”), Phillips Edison & Company Ltd. (the “Property Manager”), and their respective affiliates for certain services that were essential to us, including asset acquisition and disposition decisions, asset management, operating and leasing of our properties, and other general and administrative responsibilities. Upon closing of the transaction in October 2017, our management structure became internalized and our relationship with PE-NTR and the Property Manager was acquired. As a result, we no longer pay the fees listed below and had no outstanding unpaid amounts related to those fees as of September 30, 2018 or December 31, 2017. Advisory Agreement —PE-NTR and a previous advisor were entitled to specified fees and expenditure reimbursements for certain services, including managing our day-to-day activities and implementing our investment strategy under advisory agreements, as follows: • Asset management and subordinated participation fee paid out monthly in cash and/or Class B units; • Acquisition fee based on the cost of investments acquired/originated; • Acquisition expenses reimbursed related to selecting, evaluating, and acquiring assets; and • Disposition fee paid for substantial assistance in connection with the sale of a property. Summarized below are the fees earned by and the expenses reimbursable for the three and nine months ended September 30, 2017 (in thousands): Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Acquisition fees (1) $ 294 $ 1,344 Due diligence fees (1) 370 583 Asset management fees (2) 5,071 15,388 OP unit distributions (3) 448 1,373 Class B unit distributions (4) 482 1,393 Disposition fees — 19 Total $ 6,665 $ 20,100 (1) The majority of acquisition and due diligence fees are capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity. (4) The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations. Property Management Agreement —Prior to the completion of the PELP transaction in October 2017, all of our real properties were managed and leased by the Property Manager, which was wholly-owned by PELP. The Property Manager was entitled to the following specified fees and expenditure reimbursements: • Property management fee based on monthly gross cash receipts from the properties managed; • Leasing commissions paid for leasing services rendered with respect to a particular property; • Construction management costs paid for construction management services rendered with respect to a particular property; and • Other expenses and reimbursement incurred by the Property Manager on our behalf. Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three and nine months ended September 30, 2017 (in thousands): Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Property management fees (1) $ 2,717 $ 7,986 Leasing commissions (2) 1,677 6,077 Construction management fees (2) 683 1,367 Other fees and reimbursements (3) 2,409 6,030 Total $ 7,486 $ 21,460 (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 PECO III. A portion of those costs were incurred by Griffin Capital Corporation (“Griffin sponsor”), a co-sponsor of PECO III. The Griffin sponsor owns a 25% interest and we own a 75% interest in PECO III’s advisor. As such, $1.0 million of the receivable we have from PECO 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 | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 14. FAIR VALUE MEASUREMENTS The following describes the methods we use to estimate the fair value of our financial and nonfinancial assets and liabilities: Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, and Accounts Payable —We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization. Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, were allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management. Debt Obligations —We estimate the fair value of our debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. The following is a summary of borrowings as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Fair value $ 1,812,086 $ 1,765,151 Recorded value (1) 1,856,984 1,823,040 (1) Recorded value does not include deferred financing costs of $14.0 million and $16.0 million as of September 30, 2018 and December 31, 2017 , respectively. Recurring Fair Value Measurements —Our earn-out liability and interest rate swaps are measured and recognized at fair value on a recurring basis. The fair value measurements of those assets and liabilities as of September 30, 2018 and December 31, 2017 , were as follows (in thousands): September 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 37,708 $ — $ — $ 16,496 $ — Interest rate swap-mortgage note (1) — — — — (61 ) — Earn-out liability (2) — — (39,500 ) — — (38,000 ) (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. (2) The estimated fair value of the earn-out is presented in Accounts Payable and Other Liabilities on the consolidated balance sheets. We will continue to estimate the fair value of this earn-out liability at each reporting date during the contingency period and record any changes on our consolidated statements of operations. Earn-out —The terms of the PELP transaction include an earn-out structure with an opportunity for up to an additional 12.5 million OP units to be issued to PELP as additional consideration if certain milestones are achieved. The milestones are related to a liquidity event for our stockholders and fundraising targets in PECO III, of which PELP was a co-sponsor. We estimate the fair value of this liability using weighted-average probabilities of likely outcomes. These estimates require us to make various assumptions about future share prices, timing of liquidity events, equity raise projections, and other items that are unobservable and are considered Level 3 inputs in the fair value hierarchy. In calculating the fair value of this liability, we have determined that the most likely range of potential outcomes includes a possibility of no additional OP units issued as well as up to 6 million out of the maximum 12.5 million units being issued. Derivative Instruments— As of September 30, 2018 and December 31, 2017 , we had interest rate swaps that fixed LIBOR on portions of our unsecured term loan facilities. For a more detailed discussion of these cash flow hedges, see Note 8 . All interest rate swap agreements are measured at fair value on a recurring basis. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of ASC 820, Fair Value Measurement , we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, as of September 30, 2018 and December 31, 2017 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Nonrecurring Fair Value Measurements —Our real estate assets are measured and recognized at fair value on a nonrecurring basis dependent upon when we determine an impairment has occurred. In 2018 we impaired real estate assets that were under contract, being actively marketed for sale, or had other impairment indicators. We determined that these valuations fall under Level 2 of the fair value hierarchy. One real estate asset impaired during the second quarter of 2018 was sold in the third quarter. The fair value measurement was based on the contractual sales price, which was determined to be $5.3 million. We did not have any impaired real estate assets as of December 31, 2017 . The fair value measurement of our impaired real estate assets recorded as of September 30, 2018 , was as follows (in thousands): September 30, 2018 Level 1 Level 2 Level 3 Impaired real estate assets $ — $ 37,575 $ — |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 15. SEGMENT INFORMATION As of September 30, 2018 , we operated through two business segments: Owned Real Estate and Investment Management. Prior to the completion of the PELP transaction in October 2017, we only operated through the Owned Real Estate segment. As a result, we did not report any segment disclosures for the three and nine months ended September 30, 2017 . We generate revenues and Segment Profit as follows: • Owned Real Estate: Our business objective is to own and operate well-occupied grocery-anchored shopping centers that generate cash flows to support distributions to our shareholders with the potential for capital appreciation. We typically invest in neighborhood shopping centers (generally containing less than 125,000 leasable square feet) located in attractive demographic markets throughout the United States where our management believes our fully integrated operating platform can add value. Through this segment, we own a diversified portfolio of shopping centers subject to long-term net leases with creditworthy tenants in the grocery, retail, restaurant, and service industries. As of September 30, 2018 , we owned 233 properties. • Investment Management: Through this segment, we are responsible for managing the day-to-day affairs of the Managed Funds, identifying and making acquisitions and investments on their behalf, maintaining and operating their real properties, and recommending an approach for providing investors of the Managed Funds with liquidity. We generate revenues by providing asset management and property management services, such as revenues from leasing, acquisition, construction, and disposition services (see Note 12 ). Our chief operating decision makers rely primarily on Segment Profit and similar measures to make decisions regarding allocating resources and assessing segment performance. We allocate certain operating expenses, such as employee-related costs and benefits, to our segments. Items not directly attributable to our Owned Real Estate or Investment Management segments are allocated to corporate general and administrative expenses, which is a reconciling item. The table below compares Segment Profit for each of our operating segments and reconciles total Segment Profit to Net Loss for the three and nine months ended September 30, 2018 (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Owned Real Estate Investment Management Total Owned Real Estate Investment Management Total Total revenues $ 95,788 $ 9,111 $ 104,899 $ 285,041 $ 27,230 $ 312,271 Property operating expenses (15,940 ) (3,336 ) (19,276 ) (45,442 ) (8,850 ) (54,292 ) Real estate tax expenses (12,698 ) (175 ) (12,873 ) (38,737 ) (609 ) (39,346 ) General and administrative expenses (588 ) (3,540 ) (4,128 ) (1,817 ) (9,599 ) (11,416 ) Segment profit $ 66,562 $ 2,060 68,622 $ 199,045 $ 8,172 207,217 Corporate general and administrative expenses (9,451 ) (26,074 ) Depreciation and amortization (45,692 ) (138,504 ) Impairment of real estate assets (16,757 ) (27,696 ) Interest expense, net (17,336 ) (51,166 ) Gain on sale of property, net 4,571 5,556 Other loss, net (224 ) (1,513 ) Net loss (16,267 ) (32,180 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS Distributions —Distributions paid to stockholders and OP unit holders of record subsequent to September 30, 2018 , were as follows (in thousands, except distribution rate): Month Date of Record Distribution Rate Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution September 9/17/2018 $0.05583344 10/1/2018 $ 12,691 $ 3,817 $ 8,874 October 10/15/2018 $0.05583344 11/1/2018 12,701 3,787 8,914 In November 2018, our board of directors authorized distributions for December 2018, as well as January and February 2019 to the stockholders of record at the close of business on December 17, 2018, January 15, 2019, and February 15, 2019, 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. Acquisitions —Subsequent to September 30, 2018 , we acquired the following property (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Contractual Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Wheat Ridge Marketplace Wheat Ridge, CO Safeway 10/3/2018 $ 18,750 (1) 103,438 90.5 % (1) The purchase price includes debt assumed as part of the acquisition. Joint Ventures with Northwestern Mutual —On November 2, 2018, PECO (through our direct and indirect subsidiaries) and The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) entered into a definitive agreement pursuant to which we will contribute or sell our ownership interests in 17 grocery-anchored shopping centers, valued at approximately $368 million , to a new joint venture. Northwestern Mutual will acquire an 85% interest in the joint venture and we will retain a 15% interest and will continue to provide asset and property management services to the joint venture. We expect to use the proceeds received from this transaction to pay down outstanding debt, fund redevelopment projects, and further expand our portfolio of grocery-anchored shopping centers. As a part of this transaction, the joint venture will also assume our $175 million loan facility due in 2026. On November 2, 2018, PECO III and Northwestern Mutual entered into a similar definitive agreement to a new joint venture. We will continue to provide asset and property management services to this PECO III joint venture. We expect to close both joint venture transactions during the fourth quarter of 2018. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 our audited consolidated financial statements 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 and nine months ended September 30, 2018 , are not necessarily indicative of the operating results expected for the full year. The accompanying consolidated financial statements include our accounts and those of our majority-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. |
Income Taxes | 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. |
Newly Adopted and Recently Issued Accounting Pronouncements | The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a nonfinancial asset. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2018-13, Fair Value Measurement (Topic 820) This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. Early adoption is permitted. January 1, 2020 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting The amendments in this update expand the scope of Topic 718: Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from non-employees, except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). This update is effective for public business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for public entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted after December 15, 2018. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. 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; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Leases (Topic 842): Targeted Improvements These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. We expect to adopt the practical expedients available for implementation under the standard. By adopting these practical expedients, we will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether the costs previously capitalized as initial direct costs would continue to be amortized. This allows us to continue to account for our leases where we are the lessee as operating leases, however, any new or renewed leases may be classified as financing leases. We currently have fewer than 50 leases of this type. We also expect to recognize right of use assets and lease liability on our consolidated balance sheets related to certain leases where we are the lessee. In July 2018, the FASB issued ASU 2018-11. The update allows lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. We expect to utilize this practical expedient. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. |
Reclassifications | The following line items on our consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2017 , were reclassified: • Unrealized (Loss) Gain on Derivatives and Reclassification of Derivative Loss to Interest Expense were combined to Change in Unrealized Gain (Loss) on Interest Rate Swaps. • Acquisition Expenses were combined to General and Administrative. The following line items on our consolidated statements of cash flows for the nine months ended September 30, 2017 were reclassified: • Net Loss (Gain) on Write-off of Unamortized Capitalized Leasing Commissions, Market Debt Adjustments, and Deferred Financing Expense was combined to Other. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share (Policies) | 9 Months Ended |
Sep. 30, 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 Net Loss Attributable to Stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting This update clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. January 1, 2018 The adoption of this standard did not have a material impact on our consolidated financial statements. We will apply the guidance to any future modifications of share-based compensation awards. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a nonfinancial asset. January 1, 2018 We did not record any cumulative adjustment in connection with the adoption of the new pronouncement. We determined that these changes did not have any impact on our consolidated financial statements. ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350) This update amends existing guidance in order to simplify impairment testing for goodwill. It is effective for annual reporting periods beginning after January 1, 2021, but early adoption is permitted. January 1, 2018 We elected to adopt this standard as of January 1, 2018. The adoption of this standard did not have any impact on our consolidated financial statements. ASU 2016-15, Statement of Cash Flows (Topic 230); ASU 2016-18, Statement of Cash Flows (Topic 230) These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows, as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. ASU 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of this standard did not have a material impact on our rental or reimbursement revenue. However, the standard does apply to a majority of our fees and management income. We have evaluated the impact of this standard on our fees and management income; it did not have a material impact on our revenue recognition, but we have provided additional disclosures around fees and management revenue. We adopted this guidance on a modified retrospective basis. The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2018-13, Fair Value Measurement (Topic 820) This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. Early adoption is permitted. January 1, 2020 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting The amendments in this update expand the scope of Topic 718: Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from non-employees, except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). This update is effective for public business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for public entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted after December 15, 2018. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. 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; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Leases (Topic 842): Targeted Improvements These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. We expect to adopt the practical expedients available for implementation under the standard. By adopting these practical expedients, we will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether the costs previously capitalized as initial direct costs would continue to be amortized. This allows us to continue to account for our leases where we are the lessee as operating leases, however, any new or renewed leases may be classified as financing leases. We currently have fewer than 50 leases of this type. We also expect to recognize right of use assets and lease liability on our consolidated balance sheets related to certain leases where we are the lessee. In July 2018, the FASB issued ASU 2018-11. The update allows lessors to use a practical expedient to account for non-lease components and related lease components as a single lease component instead of accounting for them separately, if certain conditions are met. We expect to utilize this practical expedient. We will continue to evaluate the effect the adoption of these ASUs will have on our consolidated financial statements. However, we currently believe that the adoption will not have a material impact for operating leases where we are a lessor and will continue to record revenues from rental properties for our operating leases on a straight-line basis. We are still evaluating the impact for leases where we are the lessee. |
PELP Acquisition (Tables)
PELP Acquisition (Tables) | 9 Months Ended |
Sep. 30, 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 OP units issued $ 401,630 Debt assumed: Corporate debt 432,091 Mortgages and notes payable 72,649 Cash payments 30,420 Fair value of earn-out 38,000 Total consideration 974,790 PELP debt repaid by the Company on the transaction date (432,091 ) Net consideration $ 542,699 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 Our real estate assets acquired during the nine months ended September 30, 2018 , were as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $ 8,423 71.3 % Sierra Vista Plaza Murrieta, CA Stater Brothers (1) 9/28/2018 22,151 81.0 % (1) Stater Brothers is in a portion of the shopping center that we do not own. During the nine months ended September 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Leased % of Rentable Square Feet at Acquisition Atwater Marketplace Atwater, CA Save Mart 2/10/2017 $ 15,041 94.6 % Rocky Ridge Station Roseville, CA Sprouts 4/18/2017 37,271 (1) 96.3 % Greentree Station Racine, WI Pick ‘n Save 5/5/2017 12,309 90.3 % Titusville Station Titusville, FL Publix 6/15/2017 13,817 71.7 % Sierra Station Corona, CA Ralph’s 6/20/2017 29,137 (1) 94.0 % Hoffman Village Station Hoffman Estates, IL Mariano’s 9/5/2017 34,910 93.1 % (1) The purchase price includes the fair value of debt assumed as part of the acquisition. Subsequent to September 30, 2018 , we acquired the following property (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Contractual Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Wheat Ridge Marketplace Wheat Ridge, CO Safeway 10/3/2018 $ 18,750 (1) 103,438 90.5 % (1) The purchase price includes debt assumed as part of the acquisition. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 The fair value at acquisition and weighted-average useful life for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the nine months ended September 30, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 2,319 6 $ 13,647 13 Acquired above-market leases 200 5 1,012 7 Acquired below-market leases (1,299 ) 14 (3,703 ) 19 |
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 Revenue and Net Loss for the three and nine months ended September 30, 2018 (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Revenue $ 20,943 $ 63,894 Net loss (16,464 ) (24,999 ) |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the PELP transaction had occurred on January 1, 2016. These results contain certain nonrecurring adjustments, such as the elimination of transaction expenses incurred related to the PELP transaction and the elimination of intercompany activity related to creating an internalized management structure. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the PELP transaction occurred at the beginning of the period, nor does it purport to represent the results of future operations. (in thousands) Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Pro forma revenues $ 98,679 $ 300,133 Pro forma net income attributable to stockholders 799 2,063 |
Real Estate Activity (Tables)
Real Estate Activity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate Investments, Net [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 Our real estate assets acquired during the nine months ended September 30, 2018 , were as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $ 8,423 71.3 % Sierra Vista Plaza Murrieta, CA Stater Brothers (1) 9/28/2018 22,151 81.0 % (1) Stater Brothers is in a portion of the shopping center that we do not own. During the nine months ended September 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Leased % of Rentable Square Feet at Acquisition Atwater Marketplace Atwater, CA Save Mart 2/10/2017 $ 15,041 94.6 % Rocky Ridge Station Roseville, CA Sprouts 4/18/2017 37,271 (1) 96.3 % Greentree Station Racine, WI Pick ‘n Save 5/5/2017 12,309 90.3 % Titusville Station Titusville, FL Publix 6/15/2017 13,817 71.7 % Sierra Station Corona, CA Ralph’s 6/20/2017 29,137 (1) 94.0 % Hoffman Village Station Hoffman Estates, IL Mariano’s 9/5/2017 34,910 93.1 % (1) The purchase price includes the fair value of debt assumed as part of the acquisition. Subsequent to September 30, 2018 , we acquired the following property (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Contractual Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Wheat Ridge Marketplace Wheat Ridge, CO Safeway 10/3/2018 $ 18,750 (1) 103,438 90.5 % (1) The purchase price includes debt assumed as part of the acquisition. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The fair value and weighted-average amortization periods for the intangible assets and liabilities acquired in the PELP transaction as of the transaction date were as follows (dollars in thousands, useful life in years): Fair Value Weighted-Average Useful Life Management contracts $ 58,000 5 Acquired in-place leases 83,305 9 Acquired above-market leases 10,201 7 Acquired below-market leases (49,109 ) 13 The fair value at acquisition and weighted-average useful life for in-place, above-market, and below-market lease intangibles acquired as part of the above transactions during the nine months ended September 30, 2018 and 2017, are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 2,319 6 $ 13,647 13 Acquired above-market leases 200 5 1,012 7 Acquired below-market leases (1,299 ) 14 (3,703 ) 19 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Other assets, net: Deferred leasing commissions and costs $ 33,491 $ 29,055 Deferred financing costs 13,971 13,971 Office equipment, including capital lease assets, and other 13,117 10,308 Total depreciable and amortizable assets 60,579 53,334 Accumulated depreciation and amortization (23,678 ) (17,121 ) Net depreciable and amortizable assets 36,901 36,213 Accounts receivable, net 37,025 41,211 Deferred rent receivable, net 21,594 18,201 Derivative asset 37,708 16,496 Prepaid expenses 8,015 4,232 Investment in affiliates 903 902 Other 6,297 1,193 Total other assets, net $ 148,443 $ 118,448 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2018 and December 31, 2017 (dollars in thousands): Interest Rate September 30, 2018 December 31, 2017 Revolving credit facility (1) LIBOR + 1.40% $ 55,568 $ 61,569 Term loans (2) 2.51% - 3.93% 1,205,000 1,140,000 Secured loan facility due 2026 3.55% 175,000 175,000 Secured loan facility due 2027 3.52% 195,000 195,000 Mortgages and other (3) 3.75% - 7.91% 222,205 246,217 Assumed market debt adjustments, net (4) 4,211 5,254 Deferred financing costs (5) (14,037 ) (16,042 ) Total $ 1,842,947 $ 1,806,998 (1) The gross borrowings and payments under our revolving credit facility were $219.0 million and $225.0 million , respectively, during the nine months ended September 30, 2018 . The revolving credit facility has a capacity of $500 million and matures in October 2021, with additional options to extend the maturity to October 2022. (2) We have six term loans with maturities ranging from 2019 to 2024. The $100 million term loan due in 2019 has options to extend the maturity to 2021. We will consider options for refinancing the loan or exercising the option upon maturity. As of September 30, 2018 , the availability on our revolving credit facility exceeded the balance on the loan. The $175 million term loan due in 2020 has options to extend its maturity to 2021. We executed a $65 million delayed draw in January 2018 on one of our term loans that originated in October 2017. (3) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of September 30, 2018 and December 31, 2017 . (4) Net of accumulated amortization of $4.0 million and $3.7 million as of September 30, 2018 and December 31, 2017 , respectively. (5) Net of accumulated amortization of $7.9 million and $5.4 million as of September 30, 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 September 30, 2018 and December 31, 2017 , is summarized below (in thousands): September 30, 2018 December 31, 2017 As to interest rate: (1) Fixed-rate debt $ 1,584,205 $ 1,608,217 Variable-rate debt 268,568 209,569 Total $ 1,852,773 $ 1,817,786 As to collateralization: Unsecured debt $ 1,261,180 $ 1,202,476 Secured debt 591,593 615,310 Total $ 1,852,773 $ 1,817,786 (1) Includes the effects of derivative financial instruments (see Notes 8 and 14 ). |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2018 and December 31, 2017 (notional amount in thousands): Count Fixed LIBOR Maturity Date Notional Amount 6 1.2% - 2.2% 2019-2024 $ 992,000 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Amount of gain (loss) recognized in OCI on derivative (1) $ 4,061 $ (179 ) $ 23,107 $ (1,944 ) Amount of (gain) loss reclassified from AOCI into interest expense (1) (1,192 ) 228 (1,895 ) 1,203 (1) Increases in gains are solely driven from changes in LIBOR and LIBOR futures. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net loss attributable to stockholders - basic $ (13,228 ) $ (8,232 ) $ (26,179 ) $ (8,319 ) Net loss attributable to convertible OP units (1) (3,180 ) (144 ) (6,270 ) (144 ) Net loss attributable to stockholders and convertible noncontrolling interests - diluted $ (16,408 ) $ (8,376 ) $ (32,449 ) $ (8,463 ) Denominator: Weighted-average shares - basic 183,699 183,843 184,676 183,402 OP units (1) 44,453 2,649 44,453 2,739 Adjusted weighted-average shares - diluted 228,152 186,492 229,129 186,141 Earnings per common share: Net loss attributable to stockholders - basic and diluted $ (0.07 ) $ (0.04 ) $ (0.14 ) $ (0.05 ) (1) OP units include units previously issued for asset management services provided under our former advisory agreement (see Note 13 ), as well as units issued as part of the PELP transaction (Note 4 ), all of which are convertible into common stock. The Operating Partnership loss attributable to these OP units, which is included as a component of Net Income Attributable to Noncontrolling Interests on the consolidated statements of operations, has been added back in the numerator as these OP units were included in the denominator for all years presented. |
Revenue Recognition and Relat_2
Revenue Recognition and Related Party Revenue (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Fees Earned By and Expenses Reimbursable from Managed Funds | Summarized below is all fee and management revenue for the Investment Management segment. The revenue includes the fees and reimbursements earned by us from the Managed Funds for the three and nine months ended September 30, 2018 , and other revenues that are not in the scope of ASC 606, Revenue from Contracts with Customers , but are included in this table for the purpose of disclosing all related party revenues (in thousands): Three Months Ended Nine Months Ended September 30, 2018 REIT II Other Parties Total REIT II Other Parties Total Advisory revenue: Acquisition fees $ — $ 379 $ 379 $ 162 $ 635 $ 797 Asset management fees 3,084 342 3,426 9,212 917 10,129 Other advisory fees and reimbursements 143 146 289 796 305 1,101 Total advisory revenue 3,227 867 4,094 10,170 1,857 12,027 Property Management and Services revenue: Property management fees 1,977 345 2,322 6,181 1,061 7,242 Leasing commissions 1,192 245 1,437 3,703 659 4,362 Construction management fees 308 42 350 511 175 686 Other property management fees and reimbursements 155 88 243 577 331 908 Total property management and services revenue 3,632 720 4,352 10,972 2,226 13,198 Other revenue: Insurance premiums (1) 90 437 527 277 1,320 1,597 Non-operating property revenue — 138 138 — 408 408 Total fees and management income $ 6,949 $ 2,162 $ 9,111 $ 21,419 $ 5,811 $ 27,230 (1) Insurance premium income from other parties was from third parties not affiliated with us. |
Fee Structure, Advisory Agreements | The following table summarizes the fee structure for our advisory agreements: Fee Type Performance Obligation Satisfied Timing of Payment Revenue Recognition Acquisition Fee Point in time (upon close of transaction) In cash upon close of transaction Revenue is recognized based on a percentage of the contract purchase price, including acquisition expenses and any debt. Disposition Fee Point in time (upon close of transaction) In cash upon completion Revenue is recognized based on a percentage of the contract sales price. Asset Management Fee and Subordinated Participation Over time Monthly, in cash and/or ownership units Because each increment of service is distinct, although substantially the same, revenue is recognized at the end of each reporting period based on a percentage of the cost of assets under management or the applicable NAV. |
Fee Structure, Management Agreements | All property management agreements have terms as follows: Fee Performance Obligation Satisfied Timing of Payment Revenue Recognition Property Management Over time In cash, monthly Revenue is recognized based on a percentage of monthly cash receipts at each property. Leasing Commissions Point in time In cash upon completion Revenue is recognized based on a percentage of the contractual payments to be received per the terms of the lease and occurs when the lease is executed. Construction Management Point in time In cash upon completion Revenue is recognized based on a percentage of the cost of the construction project. Revenue recognition occurs upon completion of the contract (in the case of a normal capital improvement) or upon the tenant taking possession (in the case of a tenant improvement). |
Receivables, Related Party | Summarized below is the detail of our outstanding receivable balance from related parties as of September 30, 2018 and December 31, 2017 , respectively (in thousands): September 30, 2018 December 31, 2017 REIT II Other Parties REIT II Other Parties Contract receivables: Advisory $ 109 $ 171 $ 256 $ 51 Property management and services 1,178 188 1,264 128 Total contract receivables 1,287 359 1,520 179 Other 119 4,473 72 4,331 Total $ 1,406 $ 4,832 $ 1,592 $ 4,510 |
Related Party Expense (Tables)
Related Party Expense (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Advisor Transactions | Summarized below are the fees earned by and the expenses reimbursable for the three and nine months ended September 30, 2017 (in thousands): Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Acquisition fees (1) $ 294 $ 1,344 Due diligence fees (1) 370 583 Asset management fees (2) 5,071 15,388 OP unit distributions (3) 448 1,373 Class B unit distributions (4) 482 1,393 Disposition fees — 19 Total $ 6,665 $ 20,100 (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 and nine months ended September 30, 2017 (in thousands): Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Property management fees (1) $ 2,717 $ 7,986 Leasing commissions (2) 1,677 6,077 Construction management fees (2) 683 1,367 Other fees and reimbursements (3) 2,409 6,030 Total $ 7,486 $ 21,460 (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) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Inputs, Liabilities, Quantitative Information | The following is a summary of borrowings as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Fair value $ 1,812,086 $ 1,765,151 Recorded value (1) 1,856,984 1,823,040 (1) Recorded value does not include deferred financing costs of $14.0 million and $16.0 million as of September 30, 2018 and December 31, 2017 , respectively. |
Fair Value, Liabilities Measured on Recurring Basis | The fair value measurements of those assets and liabilities as of September 30, 2018 and December 31, 2017 , were as follows (in thousands): September 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Interest rate swaps-term loans (1) $ — $ 37,708 $ — $ — $ 16,496 $ — Interest rate swap-mortgage note (1) — — — — (61 ) — Earn-out liability (2) — — (39,500 ) — — (38,000 ) (1) We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. (2) The estimated fair value of the earn-out is presented in Accounts Payable and Other Liabilities on the consolidated balance sheets. We will continue to estimate the fair value of this earn-out liability at each reporting date during the contingency period and record any changes on our consolidated statements of operations. |
Fair Value Measurements, Nonrecurring | The fair value measurement of our impaired real estate assets recorded as of September 30, 2018 , was as follows (in thousands): September 30, 2018 Level 1 Level 2 Level 3 Impaired real estate assets $ — $ 37,575 $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The table below compares Segment Profit for each of our operating segments and reconciles total Segment Profit to Net Loss for the three and nine months ended September 30, 2018 (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Owned Real Estate Investment Management Total Owned Real Estate Investment Management Total Total revenues $ 95,788 $ 9,111 $ 104,899 $ 285,041 $ 27,230 $ 312,271 Property operating expenses (15,940 ) (3,336 ) (19,276 ) (45,442 ) (8,850 ) (54,292 ) Real estate tax expenses (12,698 ) (175 ) (12,873 ) (38,737 ) (609 ) (39,346 ) General and administrative expenses (588 ) (3,540 ) (4,128 ) (1,817 ) (9,599 ) (11,416 ) Segment profit $ 66,562 $ 2,060 68,622 $ 199,045 $ 8,172 207,217 Corporate general and administrative expenses (9,451 ) (26,074 ) Depreciation and amortization (45,692 ) (138,504 ) Impairment of real estate assets (16,757 ) (27,696 ) Interest expense, net (17,336 ) (51,166 ) Gain on sale of property, net 4,571 5,556 Other loss, net (224 ) (1,513 ) Net loss (16,267 ) (32,180 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Distributions to Stockholders and OP Unit Holders | Distributions paid to stockholders and OP unit holders of record subsequent to September 30, 2018 , were as follows (in thousands, except distribution rate): Month Date of Record Distribution Rate Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution September 9/17/2018 $0.05583344 10/1/2018 $ 12,691 $ 3,817 $ 8,874 October 10/15/2018 $0.05583344 11/1/2018 12,701 3,787 8,914 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation based on that report (in thousands): Amount Assets: Land and improvements $ 269,140 Building and improvements 574,173 Intangible lease assets 93,506 Cash 5,930 Accounts receivable and other assets 42,426 Management contracts 58,000 Goodwill 29,066 Total assets acquired 1,072,241 Liabilities: Accounts payable and other liabilities 48,342 Acquired below-market leases 49,109 Total liabilities acquired 97,451 Net assets acquired $ 974,790 Our real estate assets acquired during the nine months ended September 30, 2018 , were as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Leased % of Rentable Square Feet at Acquisition Shoppes of Lake Village Leesburg, FL Publix 2/26/2018 $ 8,423 71.3 % Sierra Vista Plaza Murrieta, CA Stater Brothers (1) 9/28/2018 22,151 81.0 % (1) Stater Brothers is in a portion of the shopping center that we do not own. During the nine months ended September 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Leased % of Rentable Square Feet at Acquisition Atwater Marketplace Atwater, CA Save Mart 2/10/2017 $ 15,041 94.6 % Rocky Ridge Station Roseville, CA Sprouts 4/18/2017 37,271 (1) 96.3 % Greentree Station Racine, WI Pick ‘n Save 5/5/2017 12,309 90.3 % Titusville Station Titusville, FL Publix 6/15/2017 13,817 71.7 % Sierra Station Corona, CA Ralph’s 6/20/2017 29,137 (1) 94.0 % Hoffman Village Station Hoffman Estates, IL Mariano’s 9/5/2017 34,910 93.1 % (1) The purchase price includes the fair value of debt assumed as part of the acquisition. Subsequent to September 30, 2018 , we acquired the following property (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Contractual Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Wheat Ridge Marketplace Wheat Ridge, CO Safeway 10/3/2018 $ 18,750 (1) 103,438 90.5 % (1) The purchase price includes debt assumed as part of the acquisition. |
Organization (Details)
Organization (Details) | Jul. 17, 2018 | Sep. 30, 2018property |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of real estate properties owned | 233 | |
Business combination consideration transferred equity interests issued ratio | 2.04 |
REIT II Merger (Details)
REIT II Merger (Details) $ / shares in Units, $ in Thousands, ft² in Millions | Jul. 17, 2018USD ($)ft²$ / shares | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Noncash or Part Noncash Acquisitions [Line Items] | |||||
Number of real estate properties, post merger | 320 | ||||
Business combination, post merger transaction, net rentable area | ft² | 36 | ||||
Number of states in which surviving entity operates | 33 | ||||
Business combination consideration transferred equity interests issued ratio | 2.04 | ||||
Business acquisition share value per share of acquiree | $ / shares | $ 22.54 | ||||
Business acquisition, share price | $ / shares | $ 11.05 | ||||
Business combination, contingent consideration, receivable | $ 31,700 | ||||
business combination, contingent consideration, payable | $ 75,600 | ||||
Business acquisition percentage of voting interests retained by acquirer | 71.00% | ||||
Acquisition related costs | $ 0 | $ 3,737 | $ 0 | $ 9,760 | |
REIT II | |||||
Noncash or Part Noncash Acquisitions [Line Items] | |||||
Net consideration | $ 1,900,000 | ||||
Mortgages and notes payable | $ 800,000 | ||||
Noncontrolling interest, ownership percentage | 29.00% | ||||
Acquisition related costs | $ 2,800 |
PELP Acquisition Transfer of Co
PELP Acquisition Transfer of Consideration (Details) $ / shares in Units, $ in Thousands, shares in Millions | Oct. 04, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)property | Dec. 31, 2017shares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)property | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | May 09, 2018$ / shares | Nov. 08, 2017$ / shares | Nov. 07, 2017$ / shares |
Business Acquisition [Line Items] | ||||||||||
Number of real estate properties | property | 233 | 233 | ||||||||
Fair value per unit | $ / shares | $ 11.05 | $ 11 | $ 10.20 | |||||||
Acquisition related costs | $ 0 | $ 3,737 | $ 0 | $ 9,760 | ||||||
Phillips Edison Limited Partnership | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of real estate properties | 76 | |||||||||
Fair value of 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 | 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 | $ 9,800 | $ 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 $ in Thousands | Oct. 04, 2017USD ($) |
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 |
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 | Oct. 04, 2017 | Sep. 30, 2018 | Sep. 30, 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 | 13 years | |
Acquired Above-Market Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 5 years | 7 years | |
Acquired Below-Market Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 14 years | 19 years | |
Phillips Edison Limited Partnership | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 29,066 | ||
Phillips Edison Limited Partnership | Management Contracts | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible assets, fair value | $ 58,000 | ||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 5 years | ||
Phillips Edison Limited Partnership | Acquired In-Place Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible assets, fair value | $ 83,305 | ||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 9 years | ||
Phillips Edison Limited Partnership | Acquired Above-Market Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible assets, fair value | $ 10,201 | ||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 7 years | ||
Phillips Edison Limited Partnership | Acquired Below-Market Leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired below market Lease | $ (49,109) | ||
Acquired finite-lived intangible assets and liabilities, weighted average useful life | 13 years |
PELP Acquisition Business Com_2
PELP Acquisition Business Combination, Revenues and Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Business Combinations [Abstract] | ||
Revenues | $ 20,943 | $ 63,894 |
Net loss | $ (16,464) | $ (24,999) |
PELP Acquisition Business Com_3
PELP Acquisition Business Combination, Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Business Combinations [Abstract] | ||
Pro forma revenues | $ 98,679 | $ 300,133 |
Pro forma net income attributable to stockholders | $ 799 | $ 2,063 |
Real Estate Activity Acquisitio
Real Estate Activity Acquisitions (Details) $ in Thousands | Sep. 28, 2018USD ($) | Feb. 26, 2018USD ($) | Sep. 05, 2017USD ($) | Jun. 20, 2017USD ($) | Jun. 15, 2017USD ($) | May 05, 2017USD ($) | Apr. 18, 2017USD ($) | Feb. 10, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Real Estate Properties [Line Items] | ||||||||||
Number of real estate acquisitions | 2 | 6 | ||||||||
Unit of acquired land parcel | 1 | |||||||||
Acquired In-Place Leases | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Fair Value, acquired intangible lease assets | $ 2,319 | $ 13,647 | ||||||||
Weighted-Average Useful Life, acquired intangible leases | 6 years | 13 years | ||||||||
Acquired Above-Market Leases | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Fair Value, acquired intangible lease assets | $ 200 | $ 1,012 | ||||||||
Weighted-Average Useful Life, acquired intangible leases | 5 years | 7 years | ||||||||
Acquired Below-Market Leases | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Fair Value, acquired intangible lease liabilities | $ (1,299) | $ (3,703) | ||||||||
Weighted-Average Useful Life, acquired intangible leases | 14 years | 19 years | ||||||||
Shoppes of Lake Village | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase price | $ 8,423 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 71.30% | |||||||||
Land Parcel | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase price | $ 700 | |||||||||
Sierra Visa Plaza | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase price | $ 22,151 | $ 29,137 | ||||||||
Leased % of Rentable Square Feet at Acquisition | 81.00% | 94.00% | ||||||||
Atwater Marketplace | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase price | $ 15,041 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 94.60% | |||||||||
Rocky Ridge Station | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase price | $ 37,271 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 96.30% | |||||||||
Greentree Station | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase price | $ 12,309 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 90.30% | |||||||||
Titusville Station | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase price | $ 13,817 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 71.70% | |||||||||
Hoffman Village Station | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Purchase price | $ 34,910 | |||||||||
Leased % of Rentable Square Feet at Acquisition | 93.10% |
Real Estate Activity Dispositio
Real Estate Activity Dispositions and Impairments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | |
Real Estate Investments, Net [Abstract] | ||||
Number of real estate dispositions | 5 | 0 | ||
Proceeds from sale of real estate shopping centers | $ 45,600 | |||
Gain on sale of property | $ 4,571 | $ 0 | 5,556 | $ 0 |
Impairment of Real Estate | $ 16,757 | $ 0 | $ 27,696 | $ 0 |
Other Assets, Net (Details)
Other Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred leasing commissions and costs | $ 33,491 | $ 29,055 |
Deferred financing costs | 13,971 | 13,971 |
Office equipment, including capital lease assets, and other | 13,117 | 10,308 |
Total depreciable and amortizable assets | 60,579 | 53,334 |
Accumulated depreciation and amortization | (23,678) | (17,121) |
Net depreciable and amortizable assets | 36,901 | 36,213 |
Accounts receivable, net | 37,025 | 41,211 |
Deferred rent receivable, net | 21,594 | 18,201 |
Derivative asset | 37,708 | 16,496 |
Prepaid expenses | 8,015 | 4,232 |
Investment in affiliates | 903 | 902 |
Other | 6,297 | 1,193 |
Total other assets, net | $ 148,443 | $ 118,448 |
Debt Obligations (Details)
Debt Obligations (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 1,852,773 | $ 1,817,786 |
Assumed market debt adjustments, net | 4,211 | 5,254 |
Deferred financing costs, net | (14,037) | (16,042) |
Total | 1,842,947 | 1,806,998 |
Gross borrowings | 65,000 | |
Accumulated amortization, assumed debt adjustment | 4,000 | 3,700 |
Accumulated amortization, deferred finance costs | $ 7,900 | $ 5,400 |
Weighted-average interest rate on debt | 3.50% | 3.40% |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit variable rate base | LIBOR | |
LIne of credit - interest spread | 1.40% | |
Outstanding principal balance | $ 55,568 | $ 61,569 |
Gross borrowings | 219,000 | |
Gross payments | 225,000 | |
Borrowing capacity, amount | 500,000 | |
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 2027 | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.52% | |
Outstanding principal balance | $ 195,000 | 195,000 |
Secured term loan 2026 | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.55% | |
Outstanding principal balance | $ 175,000 | 175,000 |
Mortgages and Other | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 222,205 | $ 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% | |
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 | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Fixed-rate debt | $ 1,584,205 | $ 1,608,217 |
Variable-rate debt | 268,568 | 209,569 |
Unsecured debt | 1,261,180 | 1,202,476 |
Secured debt | 591,593 | 615,310 |
Total | $ 1,852,773 | $ 1,817,786 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($)Debt_Instrument | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Debt_Instrument | Sep. 30, 2017USD ($) | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain (loss) recognized in OCI on derivative(1) | $ 4,061 | $ (179) | $ 23,107 | $ (1,944) | |
Amount of (gain) loss reclassified from AOCI into interest expense(1) | $ (1,192) | $ 228 | (1,895) | $ 1,203 | |
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 | $ 8,800 | ||||
Count | Debt_Instrument | 6 | 6 | |||
Derivative, notional amount | $ 992,000 | $ 992,000 | |||
Interest Rate Swap | Designated as Hedging Instrument | Minimum | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Fixed LIBOR | 1.20% | 1.20% | 1.20% | ||
Interest Rate Swap | Designated as Hedging Instrument | Maximum | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Fixed LIBOR | 2.20% | 2.20% | 2.20% |
Equity (Details)
Equity (Details) - $ / shares shares in Millions | Oct. 04, 2017 | Dec. 31, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | May 09, 2018 | Nov. 08, 2017 | Nov. 07, 2017 |
Stockholders' Equity Note [Abstract] | |||||||
Share price | $ 11.05 | $ 11 | $ 10.20 | ||||
Stock repurchased, shares | 4.5 | ||||||
OP units outstanding, shares | 44.5 | ||||||
Subsidiaries | |||||||
Class of Stock [Line Items] | |||||||
Noncontrolling interest, ownership percentage | 25.00% | 25.00% | |||||
Phillips Edison Limited Partnership | |||||||
Stockholders' Equity Note [Abstract] | |||||||
Share price | $ 10.20 | ||||||
Class of Stock [Line Items] | |||||||
Business combination, number of shares of OP units issued | 39.4 | 39.4 | |||||
Noncontrolling interest, ownership percentage | 19.40% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net (loss) income attributable to stockholders - basic | $ (13,228) | $ (8,232) | $ (26,179) | $ (8,319) |
Net (loss) income attributable to convertible OP units | (3,180) | (144) | (6,270) | (144) |
Net (loss) income - diluted | $ (16,408) | $ (8,376) | $ (32,449) | $ (8,463) |
Denominator: | ||||
Weighted-average shares - basic | 183,699,000 | 183,843,000 | 184,676,000 | 183,402,000 |
OP units | 44,453,000 | 2,649,000 | 44,453,000 | 2,739,000 |
Adjusted weighted-average shares - diluted | 228,152,000 | 186,492,000 | 229,129,000 | 186,141,000 |
Earnings per common share: | ||||
Net loss attributable to stockholders - basic and diluted | $ (0.07) | $ (0.04) | $ (0.14) | $ (0.05) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Class B units unvested | 0 | 2,700,000 | 0 | 2,700,000 |
Stock Compensation Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Unvested restricted stock awards, granted | 1,000,000 | 1,000,000 |
Revenue Recognition and Relat_3
Revenue Recognition and Related Party Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Revenues | $ 104,899 | $ 70,624 | $ 312,271 | $ 208,778 |
REIT II | ||||
Related Party Transaction [Line Items] | ||||
Insurance premiums | 90 | 277 | ||
Non-operating property revenue | 0 | 0 | ||
Revenues | 6,949 | 21,419 | ||
Other Parties | ||||
Related Party Transaction [Line Items] | ||||
Insurance premiums | 437 | 1,320 | ||
Non-operating property revenue | 138 | 408 | ||
Revenues | 2,162 | 5,811 | ||
Investment Management | ||||
Related Party Transaction [Line Items] | ||||
Insurance premiums | 527 | 1,597 | ||
Non-operating property revenue | 138 | 408 | ||
Revenues | 9,111 | 27,230 | ||
Advisory Revenue | REIT II | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 3,227 | 10,170 | ||
Advisory Revenue | REIT II | Acquisition Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 0 | 162 | ||
Advisory Revenue | REIT II | Asset Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 3,084 | 9,212 | ||
Advisory Revenue | REIT II | Other Advisory Fees and Other Reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 143 | 796 | ||
Advisory Revenue | Other Parties | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 867 | 1,857 | ||
Advisory Revenue | Other Parties | Acquisition Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 379 | 635 | ||
Advisory Revenue | Other Parties | Asset Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 342 | 917 | ||
Advisory Revenue | Other Parties | Other Advisory Fees and Other Reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 146 | 305 | ||
Advisory Revenue | Investment Management | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 4,094 | 12,027 | ||
Advisory Revenue | Investment Management | Acquisition Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 379 | 797 | ||
Advisory Revenue | Investment Management | Asset Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 3,426 | 10,129 | ||
Advisory Revenue | Investment Management | Other Advisory Fees and Other Reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 289 | 1,101 | ||
Property Management and Services Revenue | REIT II | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 3,632 | 10,972 | ||
Property Management and Services Revenue | REIT II | Property Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 1,977 | 6,181 | ||
Property Management and Services Revenue | REIT II | Leasing Commissions | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 1,192 | 3,703 | ||
Property Management and Services Revenue | REIT II | Construction Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 308 | 511 | ||
Property Management and Services Revenue | REIT II | Other Property Management Fees and Reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 155 | 577 | ||
Property Management and Services Revenue | Other Parties | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 720 | 2,226 | ||
Property Management and Services Revenue | Other Parties | Property Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 345 | 1,061 | ||
Property Management and Services Revenue | Other Parties | Leasing Commissions | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 245 | 659 | ||
Property Management and Services Revenue | Other Parties | Construction Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 42 | 175 | ||
Property Management and Services Revenue | Other Parties | Other Property Management Fees and Reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 88 | 331 | ||
Property Management and Services Revenue | Investment Management | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 4,352 | 13,198 | ||
Property Management and Services Revenue | Investment Management | Property Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 2,322 | 7,242 | ||
Property Management and Services Revenue | Investment Management | Leasing Commissions | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 1,437 | 4,362 | ||
Property Management and Services Revenue | Investment Management | Construction Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 350 | 686 | ||
Property Management and Services Revenue | Investment Management | Other Property Management Fees and Reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 243 | $ 908 |
Revenue Recognition and Relat_4
Revenue Recognition and Related Party Revenue Related Party Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Accounts receivable - affiliates | $ 6,365 | $ 6,102 | |
Subsidiaries | |||
Related Party Transaction [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 75.00% | 75.00% | |
REIT II | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - affiliates | $ 1,406 | 1,592 | |
Other Parties | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - affiliates | 4,832 | 4,510 | |
PECO III | |||
Related Party Transaction [Line Items] | |||
Organization and offering costs incurred on behalf of affiliate | 4,200 | 2,000 | |
Contingent advisor payment holdback | $ 4,500 | ||
PECO III | Contingent Advisor Payment | |||
Related Party Transaction [Line Items] | |||
Contingent advisory revenue, rate | 2.15% | ||
Contractual Receivable | REIT II | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - affiliates | $ 1,287 | 1,520 | |
Contractual Receivable | REIT II | Advisory Agreement | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - affiliates | 109 | 256 | |
Contractual Receivable | REIT II | Property Management and Services Revenue | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - affiliates | 1,178 | 1,264 | |
Contractual Receivable | Other Parties | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - affiliates | 359 | 179 | |
Contractual Receivable | Other Parties | Advisory Agreement | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - affiliates | 171 | 51 | |
Contractual Receivable | Other Parties | Property Management and Services Revenue | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - affiliates | 188 | 128 | |
Non-Contractual Receivable | REIT II | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - affiliates | 119 | 72 | |
Non-Contractual Receivable | Other Parties | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - affiliates | $ 4,473 | $ 4,331 |
Related Party Expense Related P
Related Party Expense Related Party Transactions (Details) - Advisor - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Related party expense | $ 0 | $ 5,454 | $ 0 | $ 5,454 |
Advisory Agreement | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 6,665 | 20,100 | ||
Advisory Agreement | Acquisition Fees | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 294 | 1,344 | ||
Advisory Agreement | Due Diligence Fees | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 370 | 583 | ||
Advisory Agreement | Asset Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 5,071 | 15,388 | ||
Advisory Agreement | OP Units Distribution | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 448 | 1,373 | ||
Advisory Agreement | Class B Units Distribution | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 482 | 1,393 | ||
Advisory Agreement | Disposition fee | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | $ 0 | $ 19 |
Related Party Expense Related_2
Related Party Expense Related Party Transactions (Details) - Property Manager - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||||||
Related party expense | $ 0 | $ 5,454 | $ 0 | $ 5,454 | |||
Due to affiliate | $ 1,014 | $ 1,014 | $ 1,359 | ||||
Subsidiaries | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling interest, ownership percentage | 25.00% | 25.00% | 25.00% | 25.00% | |||
Noncontrolling interest, ownership percentage by parent | 75.00% | 75.00% | 75.00% | 75.00% | |||
Property Manager | |||||||
Related Party Transaction [Line Items] | |||||||
Related party expense | $ 7,486 | $ 21,460 | |||||
Property Manager | Property Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Related party expense | 2,717 | 7,986 | |||||
Property Manager | Leasing Commissions | |||||||
Related Party Transaction [Line Items] | |||||||
Related party expense | 1,677 | 6,077 | |||||
Property Manager | Construction Management Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Related party expense | 683 | 1,367 | |||||
Property Manager | Other Fees and Reimbursements | |||||||
Related Party Transaction [Line Items] | |||||||
Related party expense | 2,409 | 6,030 | |||||
Necessity Retail Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Guarantorship maximum exposure | $ 200,000 | 200,000 | |||||
Guarantorship expected exposure | $ 50,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Mortgages and Loans Payable - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Recorded value | $ 1,856,984 | $ 1,823,040 |
Deferred financing costs | 14,037 | 16,042 |
Fair Value, Inputs, Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value | $ 1,812,086 | $ 1,765,151 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Recurring Fair Value Measurements - USD ($) $ in Thousands, shares in Millions | Oct. 04, 2017 | Dec. 31, 2017 | Sep. 30, 2018 |
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
PELP transaction, OP units issued and issuable, value, maximum | $ 6,000 | ||
Phillips Edison Limited Partnership | |||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
PELP transaction, OP units issued and issuable, shares | 39.4 | 39.4 | |
OP Units | Phillips Edison Limited Partnership | |||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
PELP transaction, OP units issued and issuable, shares | 12.5 | 12.5 | |
Fair Value, Inputs, Level 2 | Interest Rate Swap | Designated as Hedging Instrument | |||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
Interest rate swaps-term loans | $ 16,496 | 37,708 | |
Interest rate swap-mortgage note | (61) | 0 | |
Fair Value, Inputs, Level 3 | |||
Fair Value, Assets (Liabilities) Measured on Recurring Basis | |||
Earn-out liability | $ (38,000) | $ (39,500) |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Nonrecurring Fair Value Measurements $ in Thousands | Sep. 30, 2018USD ($) |
Fair Value, Inputs, Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Impaired real estate asset | $ 37,575 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($)property | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)property | Sep. 30, 2017USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of real estate properties owned | property | 233 | 233 | ||
Total revenue | $ 104,899 | $ 70,624 | $ 312,271 | $ 208,778 |
Property operating expenses | (19,276) | (10,882) | (54,292) | (32,611) |
Real estate tax expenses | (12,873) | (10,723) | (39,346) | (31,136) |
General and administrative expenses | (4,128) | (11,416) | ||
Segment profit | 68,622 | 207,217 | ||
Corporate general and administrative expenses | (9,451) | (26,074) | ||
Depreciation and amortization | (45,692) | (28,650) | (138,504) | (84,481) |
Impairment of real estate assets | (16,757) | 0 | (27,696) | 0 |
Interest expense, net | (17,336) | (10,646) | (51,166) | (28,537) |
Gain on sale of property, net | 4,571 | 0 | 5,556 | 0 |
Other expense, net | (224) | 6 | (1,513) | 642 |
Net loss | (16,267) | $ (8,376) | (32,180) | $ (8,463) |
Owned Real Estate | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 95,788 | 285,041 | ||
Property operating expenses | (15,940) | (45,442) | ||
Real estate tax expenses | (12,698) | (38,737) | ||
General and administrative expenses | (588) | (1,817) | ||
Segment profit | 66,562 | 199,045 | ||
Investment Management | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 9,111 | 27,230 | ||
Property operating expenses | (3,336) | (8,850) | ||
Real estate tax expenses | (175) | (609) | ||
General and administrative expenses | (3,540) | (9,599) | ||
Segment profit | $ 2,060 | $ 8,172 |
Subsequent Events (Details) - D
Subsequent Events (Details) - Distributions - USD ($) $ / shares in Units, $ in Thousands | Nov. 01, 2018 | Oct. 01, 2018 | Nov. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Subsequent Event [Line Items] | |||||
Distribution rate | $ 0.50 | $ 0.50 | |||
Distributions reinvested | $ 32,691 | $ 36,171 | |||
Net cash distribution | $ 61,125 | $ 56,226 | |||
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 | $ 12,701 | $ 12,691 | |||
Distributions reinvested | 3,787 | 3,817 | |||
Net cash distribution | $ 8,914 | $ 8,874 |
Subsequent Events (Details) - A
Subsequent Events (Details) - Acquisitions $ in Thousands | Oct. 03, 2018USD ($)ft² | Jul. 17, 2018ft² |
Subsequent Event [Line Items] | ||
Square footage | 36,000,000 | |
Real Estate | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Contractual purchase price | $ | $ 18,750 | |
Square footage | 103,438 | |
Leased percentage of rentable square feet at acquisition | 90.50% |
Subsequent Events (Details) - J
Subsequent Events (Details) - Joint Ventures with Northwestern Mutual $ in Millions | Nov. 02, 2018USD ($) | Sep. 30, 2018property |
Schedule of Equity Method Investments [Line Items] | ||
Number of real estate properties | property | 233 | |
Northwestern Mutual Joint Venture | Corporate Joint Venture | Subsequent Event | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of real estate properties | 17 | |
Equity Method Investment, Summarized Financial Information, Assets | $ 368 | |
Equity Method Investment Third Party Ownership Percentage | 85.00% | |
Equity method Investment, ownership percentage | 15.00% | |
Equity Method Investment, Summarized Financial Information, Noncurrent Liabilities | $ 175 |