Document and Entity Information
Document and Entity Information - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2016 | May. 10, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | COLE CREDIT PROPERTY TRUST IV, INC. | |
Entity Central Index Key | 1,498,547 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity common stock, shares outstanding (shares) | 311 |
Condensed Consolidated Unaudite
Condensed Consolidated Unaudited Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Investment in real estate assets: | ||
Land | $ 1,125,993 | $ 1,113,987 |
Buildings, fixtures and improvements | 3,110,872 | 3,071,618 |
Intangible lease assets | 540,706 | 533,477 |
Total real estate investments, at cost | 4,777,571 | 4,719,082 |
Less: accumulated depreciation and amortization | (288,103) | (253,115) |
Total real estate investments, net | 4,489,468 | 4,465,967 |
Investment in unconsolidated joint venture | 17,904 | 18,359 |
Total real estate investments and related assets, net | 4,507,372 | 4,484,326 |
Cash and cash equivalents | 26,076 | 26,316 |
Restricted cash | 8,854 | 8,274 |
Rents and tenant receivables, net | 50,608 | 54,782 |
Due from affiliates | 0 | 47 |
Prepaid expenses and other assets | 3,992 | 4,359 |
Deferred costs, net | 3,245 | 4,095 |
Total assets | 4,600,147 | 4,582,199 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Notes payable and credit facility, net | 2,117,634 | 2,066,563 |
Accounts payable and accrued expenses | 24,615 | 26,418 |
Due to affiliates | 6,369 | 5,613 |
Intangible lease liabilities, net | 53,018 | 53,822 |
Distributions payable | 16,511 | 16,568 |
Deferred rental income, derivative liabilities and other liabilities | 33,452 | 26,100 |
Total liabilities | $ 2,251,599 | $ 2,195,084 |
Commitments and contingencies | ||
Redeemable common stock and noncontrolling interest | $ 190,583 | $ 190,561 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 490,000,000 shares authorized, 312,067,172 and 312,093,211 shares issued and outstanding, respectively | 3,121 | 3,121 |
Capital in excess of par value | 2,607,368 | 2,607,367 |
Accumulated distributions in excess of earnings | (437,022) | (408,575) |
Accumulated other comprehensive loss | (15,502) | (5,359) |
Total stockholders’ equity | 2,157,965 | 2,196,554 |
Total liabilities and stockholders’ equity | $ 4,600,147 | $ 4,582,199 |
Condensed Consolidated Unaudit3
Condensed Consolidated Unaudited Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 490,000,000 | 490,000,000 |
Common stock, shares issued (shares) | 312,067,172 | 312,093,211 |
Common stock, shares outstanding (shares) | 312,067,172 | 312,093,211 |
Condensed Consolidated Unaudit4
Condensed Consolidated Unaudited Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
Rental income | $ 87,661 | $ 74,783 |
Tenant reimbursement income | 12,886 | 11,180 |
Total revenues | 100,547 | 85,963 |
Operating expenses: | ||
General and administrative | 3,102 | 2,845 |
Property operating | 6,088 | 5,274 |
Real estate tax | 8,631 | 7,820 |
Advisory fees and expenses | 10,188 | 8,132 |
Acquisition-related | 372 | 5,385 |
Depreciation and amortization | 33,491 | 28,112 |
Total operating expenses | 61,872 | 57,568 |
Operating income | 38,675 | 28,395 |
Interest expense and other, net | (18,621) | (12,397) |
Net income | 20,054 | 15,998 |
Net income (loss) allocated to noncontrolling interest | 34 | (17) |
Net income attributable to the Company | $ 20,020 | $ 16,015 |
Weighted average number of common shares outstanding: | ||
Basic and diluted (in shares) | 312,083,914 | 306,355,523 |
Net income per common share: | ||
Basic and diluted (USD per share) | $ 0.06 | $ 0.05 |
Distributions declared per common share (USD per share) | $ 0.16 | $ 0.15 |
Condensed Consolidated Unaudit5
Condensed Consolidated Unaudited Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 20,054 | $ 15,998 |
Other comprehensive loss: | ||
Unrealized loss on interest rate swaps | (12,465) | (3,966) |
Amount of loss reclassified from other comprehensive loss into income as interest expense | 2,322 | 1,291 |
Total other comprehensive loss | (10,143) | (2,675) |
Comprehensive income | 9,911 | 13,323 |
Comprehensive income (loss) allocated to noncontrolling interest | 34 | (17) |
Comprehensive income attributable to the Company | $ 9,877 | $ 13,340 |
Condensed Consolidated Unaudit6
Condensed Consolidated Unaudited Statement of Stockholder's Equity - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | Accumulated Distributions in Excess of Earnings | Accumulated Other Comprehensive Loss |
Balance, January 1, 2016 (shares) at Dec. 31, 2015 | 312,093,211 | 312,093,211 | |||
Balance, January 1, 2016 at Dec. 31, 2015 | $ 2,196,554 | $ 3,121 | $ 2,607,367 | $ (408,575) | $ (5,359) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (shares) | 2,845,829 | ||||
Issuance of common stock | 27,604 | $ 29 | 27,575 | ||
Distributions to investors | (48,467) | (48,467) | |||
Redemptions and cancellations of common stock (shares) | (2,871,868) | ||||
Redemptions and cancellations of common stock | (27,553) | $ (29) | (27,524) | ||
Changes in redeemable common stock | (50) | (50) | |||
Comprehensive income (loss) | $ 9,877 | 20,020 | (10,143) | ||
Balance, March 31, 2016 (shares) at Mar. 31, 2016 | 312,067,172 | 312,067,172 | |||
Balance, March 31, 2016 at Mar. 31, 2016 | $ 2,157,965 | $ 3,121 | $ 2,607,368 | $ (437,022) | $ (15,502) |
Condensed Consolidated Unaudit7
Condensed Consolidated Unaudited Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 20,054 | $ 15,998 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization, net | 33,248 | 28,590 |
Amortization of deferred financing costs | 1,354 | 925 |
Amortization of fair value adjustment of mortgage notes payable assumed | (21) | (20) |
Straight-line rental income | (3,078) | (2,952) |
Bad debt expense | 2 | 88 |
Equity in income of unconsolidated joint venture | (197) | (218) |
Return on investment from unconsolidated joint venture | 197 | 458 |
Fair value adjustment to contingent consideration | (1,375) | 0 |
Changes in assets and liabilities: | ||
Rents and tenant receivables | 2,423 | (1,280) |
Prepaid expenses and other assets | (1,027) | (599) |
Accounts payable and accrued expenses | 938 | 1,887 |
Deferred rental income and other liabilities | (897) | (1,836) |
Due from affiliates | 47 | 146 |
Due to affiliates | 756 | (485) |
Net cash provided by operating activities | 52,424 | 40,702 |
Cash flows from investing activities: | ||
Investment in real estate assets and capital expenditures | (55,467) | (178,408) |
Real estate developments | 0 | (17,483) |
Return of investment in unconsolidated joint venture | 455 | 200 |
Payment of property escrow deposits | (712) | 0 |
Refund of property escrow deposits | 1,587 | 785 |
Change in restricted cash | (580) | (1,301) |
Net cash used in investing activities | (54,717) | (196,207) |
Cash flows from financing activities: | ||
Redemptions and cancellations of common stock | (27,553) | (8,042) |
Distributions to investors | (20,920) | (19,463) |
Proceeds from notes payable and borrowing facilities | 136,500 | 341,266 |
Repayments of borrowing facilities and notes payable | (85,106) | (178,104) |
Payment of loan deposits | (580) | (1,802) |
Refund of loan deposits | 580 | 1,802 |
Deferred financing costs paid | (806) | (3,076) |
Contributions from noncontrolling interests | 0 | 720 |
Distributions to noncontrolling interests | (62) | 0 |
Net cash provided by financing activities | 2,053 | 133,301 |
Net decrease in cash and cash equivalents | (240) | (22,204) |
Cash and cash equivalents, beginning of period | 26,316 | 55,287 |
Cash and cash equivalents, end of period | $ 26,076 | $ 33,083 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Cole Credit Property Trust IV, Inc. (the “Company”) is a Maryland corporation, incorporated on July 27, 2010 , that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in its taxable year ended December 31, 2012. The Company is the sole general partner of, and owns, directly or indirectly, 100% of the partnership interests in Cole Operating Partnership IV, LP, a Delaware limited partnership. The Company is externally managed by Cole REIT Advisors IV, LLC (“CR IV Advisors”), a Delaware limited liability company and an affiliate of the Company’s sponsor, Cole Capital ® , which is a trade name used to refer to a group of affiliated entities directly or indirectly controlled by VEREIT, Inc. (“VEREIT”), a widely-held public company whose shares of common stock are listed on the New York Stock Exchange (NYSE: VER). VEREIT indirectly owns and/or controls the Company’s external advisor, CR IV Advisors, the Company’s dealer manager for the Offering (as defined below), Cole Capital Corporation (“CCC”), the Company’s property manager, CREI Advisors, LLC (“CREI Advisors”), and the Company’s sponsor, Cole Capital. On January 26, 2012 , pursuant to a Registration Statement on Form S-11 (Registration No. 333-169533) (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”), the Company commenced its initial public offering on a “best efforts” basis of up to a maximum of $2.975 billion in shares of common stock (the “Offering”). On November 25, 2013 , the Company reallocated $400.0 million in shares from its distribution reinvestment plan (the “DRIP”) to the primary portion of the Offering, and on February 18, 2014 , the Company reallocated an additional $23.0 million in shares from the DRIP to the primary portion of the Offering. As a result of these reallocations, the Offering offered up to a maximum of approximately 292.3 million shares of common stock at a price of $10.00 per share in the primary portion of the Offering and up to approximately 5.5 million additional shares pursuant to the DRIP under which the Company’s stockholders could have elected to have distributions reinvested in additional shares of common stock at a price of $9.50 per share. As of February 25, 2014, the Company no longer accepted subscription agreements in connection with the Offering because it had received subscription agreements that allowed it to reach the maximum primary offering. The Company ceased issuing shares in the Offering on April 4, 2014 . At the completion of the Offering, a total of approximately 297.4 million shares of common stock had been issued, including approximately 292.3 million shares of common stock sold to the public pursuant to the primary portion of the Offering and approximately 5.1 million shares of common stock issued pursuant to the DRIP. The remaining approximately 404,000 unsold shares from the Offering were deregistered. In addition, the Company registered 26.0 million shares of common stock under the DRIP pursuant to a Registration Statement filed on Form S-3 (Registration No. 333-192958) (the “DRIP Offering” and collectively with the Offering, the “Offerings”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 19, 2013 and automatically became effective with the SEC upon filing. The Company has issued, and expects that it will continue to issue, shares of common stock in the DRIP Offering. On September 27, 2015, the Company announced that its board of directors (the “Board”) established an estimated value of the Company’s common stock, as of August 31, 2015, of $9.70 per share for purposes of assisting broker-dealers that participated in the Offering in meeting their customer account statement reporting obligations under National Association of Securities Dealers Conduct Rule 2340. Going forward, the Company intends to publish an updated estimated value per share on at least an annual basis. Pursuant to the terms of the DRIP, as of August 31, 2015, distributions are reinvested in shares of the Company’s common stock at a price of $9.70 per share, the estimated per share value as determined by the Board. As of March 31, 2016 , the Company had issued approximately 320.7 million shares of its common stock in the Offerings, including 23.4 million shares issued in the DRIP Offering, for gross offering proceeds of $3.2 billion before organization and offering costs, selling commissions and dealer manager fees of $306.0 million . As of March 31, 2016 , the Company owned 878 properties, which includes nine medical office properties owned through a consolidated joint venture arrangement (the “Consolidated Joint Venture”), comprising 25.6 million rentable square feet of commercial space located in 45 states. As of March 31, 2016 , the rentable space at these properties was 98.5% leased. In addition, through an unconsolidated joint venture arrangement, as of March 31, 2016 , the Company had an interest in one property comprising 176,000 rentable square feet of commercial space (the “Unconsolidated Joint Venture”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”), in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements. Principles of Consolidation and Basis of Presentation The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2015 , and related notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . The condensed consolidated unaudited financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. The condensed consolidated unaudited financial statements include the accounts of the Company, its wholly-owned subsidiaries and the Consolidated Joint Venture in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. The Company evaluates its relationships and investments to determine if it has variable interests. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. If the Company determines that it has a variable interest in an entity, it evaluates whether such interest is in a variable interest entity (“VIE”). The Company consolidates any VIEs when it is determined to be the primary beneficiary of the VIE’s operations. During the three months ended March 31, 2016, the Company adopted the U.S. Financial Accounting Standards Board (the “FASB”) Accounting Standards Update (“ASU”) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), which simplifies consolidation accounting by reducing the number of consolidation models and changing various aspects of current U.S. GAAP, including certain consolidation criteria for a VIE. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a VIE. VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. A VIE must be consolidated by its primary beneficiary, which is generally defined as the party who has a controlling financial interest in the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE, and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in GAAP as described above. As of March 31, 2016 and December 31, 2015 , the Company determined that it had a controlling interest in the Consolidated Joint Venture and therefore met the GAAP requirements for consolidation. As of December 31, 2015 , the Company was not required to consolidate the Unconsolidated Joint Venture as the applicable joint venture entity did not qualify as a VIE and the Company did not meet the control requirement for consolidation. As of March 31, 2016 , the Unconsolidated Joint Venture qualified as a VIE in accordance with ASU 2015-02; however, the Company was not required to consolidate the VIE, as the Company did not meet the control requirement for consolidation. Reclassifications Certain amounts in the Company’s prior period condensed consolidated unaudited financial statements have been reclassified to conform to the current period presentation. The Company has chosen to break out the details of (i) real estate tax expenses from property operating expenses in the Company’s condensed consolidated unaudited statements of operations and (ii) straight-line rental income in the Company’s condensed consolidated unaudited statements of cash flows. The Company has also chosen to combine depreciation of $19.0 million and amortization of $9.1 million for the three months ended March 31, 2015 into the line item depreciation and amortization in the condensed consolidated unaudited statements of operations. The unrealized loss on interest rate swaps line item from the prior years has been disaggregated within the condensed consolidated unaudited statements of other comprehensive income into the captions unrealized loss on interest rate swaps and amount of loss reclassified from other comprehensive loss into income as interest expense. These reclassifications had no effect on previously reported totals or subtotals. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Real Estate Investments Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition, construction and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All acquisition-related expenses, repairs and maintenance are expensed as incurred. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows: Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term Recoverability of Real Estate Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment indicators were identified and no impairment losses were recorded during the three months ended March 31, 2016 or 2015 . Assets Held for Sale When a real estate asset is identified by the Company as held for sale, the Company will cease depreciation and amortization of the assets related to the property and estimate the fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount would be recorded to reflect the estimated fair value of the property, net of selling costs. There were no assets identified as held for sale as of March 31, 2016 or December 31, 2015 . Allocation of Purchase Price of Real Estate Assets Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition-related expenses are expensed as incurred. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. Redeemable Noncontrolling Interest in Consolidated Joint Venture On June 27, 2014 , the Company completed the formation of the Consolidated Joint Venture. Pursuant to the joint venture agreement, the joint venture partner has a right to exercise an option after two years whereby the Company will be required to purchase the ownership interest of the joint venture partner at fair market value. The Company determined it had a controlling interest in the Consolidated Joint Venture and, therefore, met the GAAP requirements for consolidation. The Company recorded net income of $34,000 and paid distributions of $62,000 related to the noncontrolling interest during the three months ended March 31, 2016 . The Company recorded the noncontrolling interest of $2.7 million as temporary equity in the mezzanine section of the condensed consolidated unaudited balance sheets, due to the redemption option existing outside the control of the Company. Investment in Unconsolidated Joint Venture The Company accounts for the Unconsolidated Joint Venture using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financial policies of this investment. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the Unconsolidated Joint Venture’s earnings and distributions. The Company is required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of its investment in the Unconsolidated Joint Venture. If an event or change in circumstance has occurred, the Company is required to evaluate the Unconsolidated Joint Venture for potential impairment and determine if the carrying amount of its investment exceeds its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until the carrying amount is fully recovered. The evaluation of an investment in an Unconsolidated Joint Venture for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. No impairment indicators were identified and no impairment losses were recorded related to the Unconsolidated Joint Venture during the three months ended March 31, 2016 and 2015 . Restricted Cash The Company had $8.9 million and $8.3 million in restricted cash as of March 31, 2016 and December 31, 2015 , respectively. Included in restricted cash was $6.3 million and $5.9 million held by lenders in lockbox accounts as of March 31, 2016 and December 31, 2015 , respectively. As part of certain debt agreements, rents from certain encumbered properties are deposited directly into a lockbox account, from which the monthly debt service payment is disbursed to the lender and the excess is disbursed to the Company. Also included in restricted cash was $2.6 million and $2.4 million held by lenders in escrow accounts for real estate taxes and other lender reserves for certain properties, in accordance with the respective lender’s loan agreement, as of March 31, 2016 and December 31, 2015 , respectively. Cash Concentrations As of March 31, 2016 , the Company had cash on deposit, including restricted cash, at ten financial institutions, four of which had Company deposits in excess of federally insured levels, totaling $31.2 million ; however, the Company has not experienced any losses in such accounts. The Company limits significant cash deposits to accounts held by financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits. Revenue Recognition Certain properties have leases where minimum rental payments increase during the term of the lease. The Company records rental income for the full term of each lease on a straight-line basis. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. The Company defers the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. Expected reimbursements from tenants for recoverable real estate taxes and operating expenses are included in tenant reimbursement income in the period when such costs are incurred. The Company continually reviews receivables related to rent, including any unbilled straight-line rent, and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts or record a direct write-off of the receivable in the condensed consolidated unaudited statements of operations and comprehensive income. As of March 31, 2016 and December 31, 2015 , the Company had an allowance for uncollectible accounts of $216,000 and $301,000 , respectively. Recent Accounting Pronouncements Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”) - The amendments in this update eliminate the requirement that an acquirer in a business combination retrospectively account for measurement-period adjustments. Measurement-period adjustments should be recognized during the period in which the adjustment amount is determined, including any earnings impact that the acquirer would have recorded in prior periods if the accounting was completed at the acquisition date. These provisions are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, with early adoption permitted. The Company has evaluated the effect of ASU 2015-16 and noted that there will not be a significant impact to the Company’s consolidated financial statements. From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company is currently evaluating the effect that certain of these new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s consolidated financial statements: ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) - The requirements were amended to remove inconsistencies in revenue requirements and to provide a more complete framework for addressing revenue issues across a broad range of industries and transaction types. The revised standard’s core principle is that a company should recognize 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. The revised standard also clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract to a customer. These provisions are effective January 1, 2018, and are to be applied retrospectively, with early adoption permitted for periods beginning after December 15, 2016 and interim periods thereafter. ASU No. 2016-01, Financial Instruments (Subtopic 825-10) - The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income (loss), the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the consolidated balance sheets or the accompanying notes to the financial statements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. On February 25, 2016, the FASB issued Accounting Standards Codification (“ASC”) 842 (“ASC 842”), Leases , which replaces the existing guidance in ASC 840, Leases . ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset, and for operating leases the lessee would recognize a straight-line total lease expense. The provisions of ASC 842 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and are required to be applied on a modified retrospective approach. Early adoption is permitted. ASU No. 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (“ASU 2016-05”) - The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS GAAP defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability. The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities: Notes payable and credit facility — The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. These financial instruments are valued using Level 2 inputs. As of March 31, 2016 and December 31, 2015 , respectively, the estimated fair value of the Company’s debt was $2.1 billion , which approximated their carrying value. Derivative instruments — The Company’s derivative instruments are comprised of interest rate swaps. All derivative instruments are carried at fair value and are valued using Level 2 inputs. The fair value of these instruments is determined using interest rate market pricing models. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. However, as of March 31, 2016 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Contingent consideration arrangements — The contingent consideration arrangements are carried at fair value and are valued using Level 3 inputs. The fair value of additional consideration paid in connection with the acquisition of properties subject to contingent consideration arrangements is determined based on key assumptions, including, but not limited to, rental rates, discount rates and the estimated timing and probability of successfully leasing vacant space subsequent to the Company’s acquisition of such properties. Other financial instruments — The Company considers the carrying values of its cash and cash equivalents, restricted cash, tenant and other receivables, accounts payable and accrued expenses, other liabilities, due to affiliates and distributions payable to approximate their fair values because of the short period of time between their origination and their expected realization and based on their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments. Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize, or be liable for, on disposition of the financial assets and liabilities. As of March 31, 2016 , there have been no transfers of financial assets or liabilities between fair value hierarchy levels. In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015 (in thousands): Balance as of Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial liabilities: Interest rate swaps $ (15,502 ) $ — $ (15,502 ) $ — Contingent consideration (3,163 ) — — (3,163 ) Total financial liabilities $ (18,665 ) $ — $ (15,502 ) $ (3,163 ) Balance as of Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets: Interest rate swaps $ 519 $ — $ 519 $ — Total financial assets $ 519 $ — $ 519 $ — Financial liabilities: Interest rate swaps $ (5,878 ) $ — $ (5,878 ) $ — Contingent consideration (4,538 ) — — (4,538 ) Total financial liabilities $ (10,416 ) $ — $ (5,878 ) $ (4,538 ) The following are reconciliations of the changes in liabilities with Level 3 inputs in the fair value hierarchy for the three months ended March 31, 2016 and 2015 (in thousands): Contingent Consideration Arrangements Beginning Balance, December 31, 2015 $ (4,538 ) Purchases and fair value adjustments: Purchases — Fair value adjustments 1,375 Ending Balance, March 31, 2016 $ (3,163 ) Contingent Consideration Arrangements Beginning Balance, December 31, 2014 $ (3,405 ) Purchases and fair value adjustments: Purchases — Fair value adjustments — Ending Balance, March 31, 2015 $ (3,405 ) |
Real Estate Acquisitions
Real Estate Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
REAL ESTATE ACQUISITIONS | REAL ESTATE ACQUISITIONS 2016 Property Acquisitions During the three months ended March 31, 2016 , the Company acquired seven commercial properties for an aggregate purchase price of $56.8 million (the “ 2016 Acquisitions”). The Company purchased the 2016 Acquisitions with net proceeds from the DRIP Offering and available borrowings. The purchase price allocation for each of the Company’s acquisitions is preliminary and subject to change as the Company finalizes the allocation, which will be no later than 12 months from the acquisition date. The Company preliminarily allocated the purchase price of these properties to the fair value of the assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for acquisitions purchased during the three months ended March 31, 2016 (in thousands): 2016 Acquisitions Land $ 12,261 Buildings, fixtures and improvements 38,808 Acquired in-place leases (1) 5,446 Acquired above-market leases (2) 1,280 Intangible lease liabilities (3) (1,016 ) Total purchase price $ 56,779 ____________________________________ (1) The weighted average amortization period for acquired in-place leases is 6.9 years for acquisitions completed during the three months ended March 31, 2016 . (2) The weighted average amortization period for acquired above-market leases is 4.5 years for acquisitions completed during the three months ended March 31, 2016 . (3) The weighted average amortization period for acquired intangible lease liabilities is 4.2 years for acquisitions completed during the three months ended March 31, 2016 . The Company recorded revenue for the three months ended March 31, 2016 of $669,000 and a net loss for the three months ended March 31, 2016 of $186,000 related to the 2016 Acquisitions. The following information summarizes selected financial information of the Company as if all of the 2016 Acquisitions were completed on January 1, 2015 for each period presented below. The table below presents the Company’s estimated revenue and net income , on a pro forma basis, for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Pro forma basis: Revenue $ 101,091 $ 87,175 Net income $ 21,238 $ 15,901 The pro forma information for the three months ended March 31, 2016 was adjusted to exclude $372,000 of acquisition-related expenses recorded during the three months ended March 31, 2016 . Accordingly, these costs were instead recognized in the pro forma information for the three months ended March 31, 2015 . The pro forma information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of 2015 , nor does it purport to represent the results of future operations. 2015 Property Acquisitions During the three months ended March 31, 2015 , the Company acquired 55 commercial properties, including properties held in the Consolidated Joint Venture, for an aggregate purchase price of $177.8 million (the “ 2015 Acquisitions”). The Company purchased the 2015 Acquisitions with net proceeds from the DRIP Offering and available borrowings. The Company allocated the purchase price of these properties to the fair value of the assets acquired and liabilities assumed. The following table summarizes the purchase price allocation for acquisitions purchased during the three months ended March 31, 2015 (in thousands): 2015 Acquisitions Land $ 27,745 Buildings, fixtures and improvements 134,414 Acquired in-place leases 16,771 Acquired above-market leases 1,556 Intangible lease liabilities (2,640 ) Total purchase price $ 177,846 The Company recorded revenue for the three months ended March 31, 2015 of $2.0 million and a net loss for the three months ended March 31, 2015 of $3.9 million related to the 2015 Acquisitions. The following information summarizes selected financial information of the Company as if all of the 2015 Acquisitions were completed on January 1, 2014 for each period presented below. The table below presents the Company’s estimated revenue and net income (loss), on a pro forma basis, for the three months ended March 31, 2015 and 2014 (in thousands): Three Months Ended March 31, 2015 2014 Pro forma basis: Revenue $ 87,244 $ 58,552 Net income (loss) $ 21,253 $ (2,039 ) The pro forma information for the three months ended March 31, 2015 was adjusted to exclude $5.4 million of acquisition-related expenses recorded during the three months ended March 31, 2015 . Accordingly, these costs were instead recognized in the pro forma information for the three months ended March 31, 2014 . The pro forma information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of 2014 , nor does it purport to represent the results of future operations. Development Project During the year ended December 31, 2014, the Company acquired one land parcel, upon which a 1.6 million square foot industrial property was expected to be constructed. The land was acquired for an aggregate amount of $23.9 million . As of March 31, 2015 , the Company had a total investment of $55.3 million and was committed to invest an additional estimated amount of $ 48.1 million related to the development project. Property Concentrations As of March 31, 2016 , no single tenant accounted for greater than 10% of the Company’s 2016 gross annualized rental revenues. The Company had certain geographic and industry concentrations in its property holdings. In particular, as of March 31, 2016 , 77 of the Company’s properties were located in California , which accounted for 11% of the Company’s 2016 gross annualized rental revenues. In addition, the Company had tenants in the discount store and pharmacy industries, which accounted for 15% and 11% , respectively, of the Company’s 2016 gross annualized rental revenues. Consolidated Joint Venture As of March 31, 2016 , the Company had an interest in a Consolidated Joint Venture that owns and manages nine medical office properties (the “Consolidated Joint Venture Properties”), with total assets of $54.9 million , which included $54.6 million of real estate assets, net of accumulated depreciation and amortization of $2.3 million , and total liabilities of $751,000 . The Consolidated Joint Venture does not have any debt outstanding as of March 31, 2016 . The Company has the ability to control operating and financial policies of the Consolidated Joint Venture. There are restrictions on the use of these assets as the Company would generally be required to obtain the partner's (the “Partner”) approval in accordance with the joint venture agreement for any major transactions. The Company and the Partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls. Unconsolidated Joint Venture As of March 31, 2016 , the Company had an interest of approximately 90% in the Unconsolidated Joint Venture, which owned a multi-tenant property, comprising 176,000 rentable square feet of commercial space. The Company’s ownership interest reflects its legal ownership interest, which may, at times, not equal the Company’s economic interest in the Unconsolidated Joint Venture because of various provisions in the joint venture agreement regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in the Unconsolidated Joint Venture could fluctuate from time to time and may not wholly align with its legal ownership interest. As of March 31, 2016 , the Company’s maximum exposure to risk was $17.9 million , the carrying value of our investment, which is presented within the investment in unconsolidated joint venture line item within the condensed consolidated unaudited balance sheet. The Unconsolidated Joint Venture did not have any debt outstanding as of March 31, 2016 . The Company and the Unconsolidated Joint Venture partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES In the normal course of business, the Company uses certain types of derivative instruments for the purpose of managing or hedging its interest rate risk. During the three months ended March 31, 2016 , the Company entered into one interest rate swap agreement. As of March 31, 2016 , the Company had nine interest rate swap agreements. The following table summarizes the terms of the Company’s executed interest rate swap agreements designated as hedging instruments as of March 31, 2016 and December 31, 2015 (in thousands): Outstanding Notional Fair Value of Assets and (Liabilities) Balance Sheet Amount as of Interest Effective Maturity March 31, December 31, Location March 31, 2016 Rates (1) Dates Dates 2016 2015 Interest Rate Swaps Prepaid expenses and other assets $ — — — — $ — $ 519 Interest Rate Swaps Deferred rental income, derivative liabilities and other liabilities $ 958,003 2.78% to 4.75% 6/24/2013 to 03/14/2016 6/24/2018 to 04/05/2021 $ (15,502 ) $ (5,878 ) (1) The interest rates consist of the underlying index swapped to a fixed rate and the applicable interest rate spread as of March 31, 2016 . Additional disclosures related to the fair value of the Company’s derivative instruments are included in Note 3 — Fair Value Measurements. The notional amount under the interest rate swap agreements is an indication of the extent of the Company’s involvement in each instrument, but does not represent exposure to credit, interest rate or market risks. Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. The Company designated the interest rate swaps as cash flow hedges in order to hedge the variability of the anticipated cash flows on its variable rate debt. The change in fair value of the effective portion of the derivative instruments that are designated as hedges is recorded in other comprehensive loss, with a portion of the amount subsequently reclassified to interest expense as interest payments are made on the Company’s variable rate debt. For the three months ended March 31, 2016 and 2015 , the amounts reclassified were $2.3 million and $1.3 million , respectively. Any ineffective portion of the change in fair value of the derivative instruments is recorded in interest expense. There were no portions of the change in the fair value of the interest rate swaps that were considered ineffective during the three months ended March 31, 2016 or 2015 . During the next 12 months, the Company estimates that an additional $7.9 million will be reclassified from other comprehensive loss as an increase to interest expense. The Company has agreements with each of its derivative counterparties that contain provisions whereby if the Company defaults on certain of its unsecured indebtedness, the Company could also be declared in default on its derivative obligations, resulting in an acceleration of payment. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value, inclusive of interest payments, of $16.3 million at March 31, 2016 . In addition, the Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. The Company records credit risk valuation adjustments on its interest rate swaps based on the respective credit quality of the Company and the counterparty. There were no termination events or events of default related to the interest rate swaps as of March 31, 2016 . |
Notes Payable And Credit Facili
Notes Payable And Credit Facility | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND CREDIT FACILITY | NOTES PAYABLE AND CREDIT FACILITY As of March 31, 2016 , the Company had $2.1 billion of debt outstanding, including net deferred financing costs, with a weighted average years to maturity of 3.9 years and weighted average interest rate of 3.3% . The following table summarizes the debt balances as of March 31, 2016 and December 31, 2015 , and the debt activity for the three months ended March 31, 2016 (in thousands): During the Three Months Ended March 31, 2016 Balance as of December 31, 2015 Debt Issuances & Assumptions (1) Repayments Accretion and (Amortization) Balance as of Fixed rate debt $ 896,628 $ 67,500 $ (106 ) $ — $ 964,022 Variable rate debt 53,500 — — — 53,500 Credit facility 1,127,666 69,000 (85,000 ) — 1,111,666 Total debt 2,077,794 136,500 (85,106 ) — 2,129,188 Net premiums (2) 590 — — (21 ) 569 Deferred costs (3) (11,821 ) (1,069 ) — 767 (12,123 ) Total debt, net $ 2,066,563 $ 135,431 $ (85,106 ) $ 746 $ 2,117,634 ____________________________________ (1) Includes deferred financing costs incurred during the period. (2) Net premiums on mortgage notes payable were recorded upon the assumption of the respective debt instruments. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective debt instruments using the effective-interest method. (3) Deferred costs relate to mortgage notes payable and the term portion of the credit facility. As of March 31, 2016 , the fixed rate debt outstanding of $964.0 million included $146.3 million of variable rate debt that is fixed through interest rate swap agreements, which has the effect of fixing the variable interest rates per annum through the maturity date of the variable rate debt. The fixed rate debt has interest rates ranging from 3.4% to 5.0% per annum. The debt outstanding matures on various dates from June 2018 through October 2025 . The aggregate balance of gross real estate assets, net of gross intangible lease liabilities, securing the fixed rate debt outstanding was $1.7 billion as of March 31, 2016 . Each of the mortgage notes payable, comprising the fixed rate debt, is secured by the respective properties on which the debt was placed. As of March 31, 2016 , the variable rate debt outstanding of $53.5 million had a weighted average interest rate of 3.1% . The variable rate debt outstanding matures on various dates from February 2018 to February 2020 . The aggregate balance of gross real estate assets, net of gross intangible lease liabilities, securing the variable rate debt outstanding was $106.8 million as of March 31, 2016 . The Company has an amended and restated unsecured credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A. as administrative agent (“JPMorgan Chase”), that provides for borrowings of up to $1.28 billion , which includes a $636.7 million unsecured term loan (the “Term Loan”) and up to $643.3 million in unsecured revolving loans (the “Revolving Loans”). The Credit Facility may be increased up to a maximum of $1.6 billion . The Term Loan matures on August 15, 2018 and the Revolving Loans mature on August 15, 2017 ; however, the Company may elect to extend the maturity date for the Revolving Loans to August 15, 2018 subject to satisfying certain conditions set forth in the amended and restated unsecured credit agreement among the Company and JPMorgan Chase, as administrative agent (as amended, the “Amended and Restated Credit Agreement”). Depending upon the type of loan specified and overall leverage ratio, the Credit Facility bears interest at (i) the one-month, two-month, three-month or six-month London Interbank Offered Rate (“LIBOR”) multiplied by the statutory reserve rate (the “Eurodollar Rate”) plus an interest rate spread ranging from 1.65% to 2.50% or (ii) a base rate, ranging from 0.65% to 1.50% , plus the greater of: (a) JPMorgan Chase’s Prime Rate; (b) the Federal Funds Effective Rate (as defined in the Amended and Restated Credit Agreement) plus 0.50% ; or (c) the one-month LIBOR multiplied by the statutory reserve rate plus 1.00% . As of March 31, 2016 , the Revolving Loans outstanding totaled $475.0 million , $250.0 million of which is subject to an interest rate swap agreement (the “Swapped Revolver”). The swap agreement has the effect of fixing the Eurodollar Rate beginning on December 31, 2015 through the maturity date of the Revolving Loans. The all-in rate for the Swapped Revolver was 3.0% as of March 31, 2016 . As of March 31, 2016 , the Term Loan outstanding totaled $636.7 million , $561.7 million of which is subject to interest rate swap agreements (the “Swapped Term Loan”). The swap agreements had the effect of fixing the Eurodollar Rate per annum through the maturity date of the Swapped Term Loan. As of March 31, 2016 , the weighted average all-in rate for the Swapped Term Loan was 3.1% . As of March 31, 2016 , the Company had $1.1 billion outstanding under the Credit Facility at a weighted average interest rate of 2.8% and $168.3 million in unused capacity, subject to borrowing availability. The Amended and Restated Credit Agreement contains provisions with respect to covenants, events of default and remedies customary for facilities of this nature. In particular, the Amended and Restated Credit Agreement requires the Company to maintain a minimum consolidated net worth greater than or equal to the sum of (i) $425.0 million plus (ii) 75% of the issuance of equity from the date of the Amended and Restated Credit Agreement, a leverage ratio less than or equal to 60% , a fixed charge coverage ratio equal to or greater than 1.50 , an unsecured debt to unencumbered asset value ratio equal to or less than 50% , an unsecured debt service coverage ratio equal to or greater than 1.75 and a secured debt ratio equal to or less than 30% . The Company believes it was in compliance with the covenants under the Amended and Restated Credit Agreement as of March 31, 2016 . |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW DISCLOSURES | SUPPLEMENTAL CASH FLOW DISCLOSURES Supplemental cash flow disclosures for the three months ended March 31, 2016 and 2015 are as follows (in thousands): Three Months Ended March 31, 2016 2015 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Distributions declared and unpaid $ 16,511 $ 16,300 Escrow deposits due to affiliate on real estate investments $ — $ 266 Accrued capital expenditures $ — $ 8,267 Common stock issued through distribution reinvestment plan $ 27,604 $ 27,647 Change in fair value of interest rate swaps $ (10,143 ) $ (2,675 ) Supplemental Cash Flow Disclosures: Interest paid $ 17,631 $ 11,483 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, the Company may become subject to litigation and claims. The Company is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or of which the Company’s properties are the subject. Purchase Commitments As of March 31, 2016 , the Company had entered into purchase agreements with unaffiliated third-party sellers to acquire a 100% interest in two retail properties, subject to meeting certain criteria, for an aggregate purchase price of $3.3 million , exclusive of closing costs. As of March 31, 2016 , the Company had $125,000 of property escrow deposits held by escrow agents in connection with these future property acquisitions. These deposits are included in the accompanying condensed consolidated unaudited balance sheets in prepaid expenses and other assets and could be forfeited under certain circumstances. As of March 31, 2016 , none of these escrow deposits have been forfeited. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. In addition, the Company 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 the Company against future remediation costs. The Company also carries environmental liability insurance on its 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 the Company may be liable. The Company is not aware of any environmental matters which it believes are reasonably likely to have a material effect on its results of operations, financial condition or liquidity. |
Related-Party Transactions and
Related-Party Transactions and Arrangements | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS | RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS The Company has incurred commissions, fees and expenses payable to CR IV Advisors and certain of its affiliates in connection with the acquisition, management and disposition of its assets. Acquisitions and Operations The Company pays CR IV Advisors or its affiliates acquisition fees of up to 2.0% of: (1) the contract purchase price of each property or asset the Company acquires; (2) the amount paid in respect of the development, construction or improvement of each asset the Company acquires; (3) the purchase price of any loan the Company acquires; and (4) the principal amount of any loan the Company originates. In addition, the Company reimburses CR IV Advisors or its affiliates for acquisition-related expenses incurred in the process of acquiring properties, so long as the total acquisition fees and expenses relating to the transaction do not exceed 6.0% of the contract purchase price. The Company pays CR IV Advisors a monthly advisory fee based upon the Company’s monthly average invested assets, which is equal to the following amounts: (1) an annualized rate of 0.75% paid on the Company’s average invested assets that are between $0 to $2.0 billion ; (2) an annualized rate of 0.70% paid on the Company’s average invested assets that are between $2.0 billion and $4.0 billion ; and (3) an annualized rate of 0.65% paid on the Company’s average invested assets that are over $4.0 billion . The Company reimburses CR IV Advisors or its affiliates for certain expenses CR IV Advisors or its affiliates paid or incurred in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse CR IV Advisors or its affiliates for any amount by which the operating expenses (including the advisory fee) at the end of the four preceding fiscal quarters exceed the greater of: (1) 2.0% of average invested assets, or (2) 25.0% of net income, other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of assets for that period. The Company will not reimburse CR IV Advisors or its affiliates for personnel costs in connection with the services for which CR IV Advisors receives acquisition fees. The Company recorded fees and expense reimbursements as shown in the table below for services provided by CR IV Advisors or its affiliates related to the services described above during the periods indicated (in thousands): Three Months Ended March 31, 2016 2015 Acquisition and Operations: Acquisition fees and expenses $ 1,303 $ 3,764 Advisory fees and expenses $ 10,188 $ 8,132 Operating expenses $ 993 $ 941 Of the amounts shown above, $6.4 million and $5.0 million had been incurred, but not yet paid, for services provided by CR IV Advisors or its affiliates in connection with the acquisitions and operations activities during the three months ended March 31, 2016 and 2015 , respectively, and such amounts were recorded as liabilities of the Company as of such dates. Liquidation/Listing If CR IV Advisors or its affiliates provide a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of one or more properties (or the Company’s entire portfolio), the Company will pay CR IV Advisors or its affiliates a disposition fee in an amount equal to up to one-half of the real estate or brokerage commission paid by the Company to a third party on the sale of a property, not to exceed 1.0% of the contract price of the properties sold; provided, however, in no event may the disposition fee paid to CR IV Advisors or its affiliates, when added to the real estate commissions paid to unaffiliated third parties, exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price. If the Company is sold or its assets are liquidated, CR IV Advisors will be entitled to receive a subordinated performance fee equal to 15.0% of the net sale proceeds remaining after investors have received a return of their net capital invested and an 8.0% annual cumulative, non-compounded return. Alternatively, if the Company’s shares are listed on a national securities exchange, CR IV Advisors will be entitled to a subordinated performance fee equal to 15.0% of the amount by which the market value of the Company’s outstanding stock plus all distributions paid by the Company prior to listing, exceeds the sum of the total amount of capital raised from investors and the amount of distributions necessary to generate an 8.0% annual cumulative, non-compounded return to investors. As an additional alternative, upon termination of the advisory agreement, CR IV Advisors may be entitled to a subordinated performance fee similar to the fee to which CR IV Advisors would have been entitled had the portfolio been liquidated (based on an independent appraised value of the portfolio) on the date of termination. During each of the three months ended March 31, 2016 and 2015 , no commissions or fees were incurred for any such services provided by CR IV Advisors or its affiliates related to the liquidation/listing stage. Due to/from Affiliates As of March 31, 2016 , $6.4 million had been incurred primarily for advisory, operating and acquisition-related expenses by CR IV Advisors or its affiliates, but had not yet been reimbursed by the Company. As of December 31, 2015 , $5.6 million had been incurred primarily for advisory and operating expenses and prepaid insurance by CR IV Advisors or its affiliates, but had not yet been reimbursed by the Company. These amounts were included in due to affiliates in the condensed consolidated unaudited balance sheets as of such periods. As of December 31, 2015 , $47,000 was due from CR IV Advisors or its affiliates related to amounts received by affiliates of the advisor which were due to the Company. |
Economic Dependency
Economic Dependency | 3 Months Ended |
Mar. 31, 2016 | |
Economic Dependency [Abstract] | |
ECONOMIC DEPENDENCY | ECONOMIC DEPENDENCY Under various agreements, the Company has engaged or will engage CR IV Advisors or its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon CR IV Advisors or its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Issuance of Shares of Common Stock in the DRIP Offering The Company continues to issue shares of common stock in the DRIP Offering. As of May 10, 2016 , the Company had issued approximately 25.3 million shares pursuant to the DRIP Offering, resulting in gross proceeds to the Company of $241.7 million . Redemption of Shares of Common Stock Subsequent to March 31, 2016 and through May 10, 2016 , the Company redeemed approximately 3.0 million shares for $28.6 million (at an average price per share of $9.58 ). Credit Facility and Notes Payable As of May 10, 2016 , the Company had $1.1 billion outstanding under the Credit Facility and $156.3 million in unused capacity, subject to borrowing availability. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”), in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC regarding interim financial reporting, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2015 , and related notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . The condensed consolidated unaudited financial statements should also be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. The condensed consolidated unaudited financial statements include the accounts of the Company, its wholly-owned subsidiaries and the Consolidated Joint Venture in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. The Company evaluates its relationships and investments to determine if it has variable interests. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. If the Company determines that it has a variable interest in an entity, it evaluates whether such interest is in a variable interest entity (“VIE”). The Company consolidates any VIEs when it is determined to be the primary beneficiary of the VIE’s operations. During the three months ended March 31, 2016, the Company adopted the U.S. Financial Accounting Standards Board (the “FASB”) Accounting Standards Update (“ASU”) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), which simplifies consolidation accounting by reducing the number of consolidation models and changing various aspects of current U.S. GAAP, including certain consolidation criteria for a VIE. For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a VIE. VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity. A VIE must be consolidated by its primary beneficiary, which is generally defined as the party who has a controlling financial interest in the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE, and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in GAAP as described above. As of March 31, 2016 and December 31, 2015 , the Company determined that it had a controlling interest in the Consolidated Joint Venture and therefore met the GAAP requirements for consolidation. As of December 31, 2015 , the Company was not required to consolidate the Unconsolidated Joint Venture as the applicable joint venture entity did not qualify as a VIE and the Company did not meet the control requirement for consolidation. As of March 31, 2016 , the Unconsolidated Joint Venture qualified as a VIE in accordance with ASU 2015-02; however, the Company was not required to consolidate the VIE, as the Company did not meet the control requirement for consolidation. |
Reclassifications | Reclassifications Certain amounts in the Company’s prior period condensed consolidated unaudited financial statements have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Real Estate Investments, Recoverability of Real Estate Assets, and Asset Held for Sale | Real Estate Investments Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition, construction and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All acquisition-related expenses, repairs and maintenance are expensed as incurred. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows: Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term Recoverability of Real Estate Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment indicators were identified and no impairment losses were recorded during the three months ended March 31, 2016 or 2015 . Assets Held for Sale When a real estate asset is identified by the Company as held for sale, the Company will cease depreciation and amortization of the assets related to the property and estimate the fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount would be recorded to reflect the estimated fair value of the property, net of selling costs. |
Allocation of Purchase Price of Real Estate Assets | Allocation of Purchase Price of Real Estate Assets Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition-related expenses are expensed as incurred. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. |
Redeemable Noncontrolling Interest in Consolidated Joint Venture | Noncontrolling Interest in Consolidated Joint Venture On June 27, 2014 , the Company completed the formation of the Consolidated Joint Venture. Pursuant to the joint venture agreement, the joint venture partner has a right to exercise an option after two years whereby the Company will be required to purchase the ownership interest of the joint venture partner at fair market value. The Company determined it had a controlling interest in the Consolidated Joint Venture and, therefore, met the GAAP requirements for consolidation. |
Investment in Unconsolidated Joint Venture | Investment in Unconsolidated Joint Venture The Company accounts for the Unconsolidated Joint Venture using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financial policies of this investment. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the Unconsolidated Joint Venture’s earnings and distributions. The Company is required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of its investment in the Unconsolidated Joint Venture. If an event or change in circumstance has occurred, the Company is required to evaluate the Unconsolidated Joint Venture for potential impairment and determine if the carrying amount of its investment exceeds its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until the carrying amount is fully recovered. The evaluation of an investment in an Unconsolidated Joint Venture for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. |
Restricted Cash | Restricted Cash The Company had $8.9 million and $8.3 million in restricted cash as of March 31, 2016 and December 31, 2015 , respectively. Included in restricted cash was $6.3 million and $5.9 million held by lenders in lockbox accounts as of March 31, 2016 and December 31, 2015 , respectively. As part of certain debt agreements, rents from certain encumbered properties are deposited directly into a lockbox account, from which the monthly debt service payment is disbursed to the lender and the excess is disbursed to the Company. Also included in restricted cash was $2.6 million and $2.4 million held by lenders in escrow accounts for real estate taxes and other lender reserves for certain properties, in accordance with the respective lender’s loan agreement, as of March 31, 2016 and December 31, 2015 , respectively. |
Cash Concentrations | Cash Concentrations As of March 31, 2016 , the Company had cash on deposit, including restricted cash, at ten financial institutions, four of which had Company deposits in excess of federally insured levels, totaling $31.2 million ; however, the Company has not experienced any losses in such accounts. The Company limits significant cash deposits to accounts held by financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits. |
Revenue Recognition | Revenue Recognition Certain properties have leases where minimum rental payments increase during the term of the lease. The Company records rental income for the full term of each lease on a straight-line basis. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. The Company defers the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. Expected reimbursements from tenants for recoverable real estate taxes and operating expenses are included in tenant reimbursement income in the period when such costs are incurred. The Company continually reviews receivables related to rent, including any unbilled straight-line rent, and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts or record a direct write-off of the receivable in the condensed consolidated unaudited statements of operations and comprehensive income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”) - The amendments in this update eliminate the requirement that an acquirer in a business combination retrospectively account for measurement-period adjustments. Measurement-period adjustments should be recognized during the period in which the adjustment amount is determined, including any earnings impact that the acquirer would have recorded in prior periods if the accounting was completed at the acquisition date. These provisions are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, with early adoption permitted. The Company has evaluated the effect of ASU 2015-16 and noted that there will not be a significant impact to the Company’s consolidated financial statements. From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company is currently evaluating the effect that certain of these new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s consolidated financial statements: ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) - The requirements were amended to remove inconsistencies in revenue requirements and to provide a more complete framework for addressing revenue issues across a broad range of industries and transaction types. The revised standard’s core principle is that a company should recognize 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. The revised standard also clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract to a customer. These provisions are effective January 1, 2018, and are to be applied retrospectively, with early adoption permitted for periods beginning after December 15, 2016 and interim periods thereafter. ASU No. 2016-01, Financial Instruments (Subtopic 825-10) - The amendments in this update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income (loss), the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the consolidated balance sheets or the accompanying notes to the financial statements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. On February 25, 2016, the FASB issued Accounting Standards Codification (“ASC”) 842 (“ASC 842”), Leases , which replaces the existing guidance in ASC 840, Leases . ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset, and for operating leases the lessee would recognize a straight-line total lease expense. The provisions of ASC 842 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and are required to be applied on a modified retrospective approach. Early adoption is permitted. ASU No. 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (“ASU 2016-05”) - The amendments in this update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Useful Lives of Real Estate Assets | The estimated useful lives of the Company’s real estate assets by class are generally as follows: Buildings 40 years Tenant improvements Lesser of useful life or lease term Intangible lease assets Lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015 (in thousands): Balance as of Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial liabilities: Interest rate swaps $ (15,502 ) $ — $ (15,502 ) $ — Contingent consideration (3,163 ) — — (3,163 ) Total financial liabilities $ (18,665 ) $ — $ (15,502 ) $ (3,163 ) Balance as of Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets: Interest rate swaps $ 519 $ — $ 519 $ — Total financial assets $ 519 $ — $ 519 $ — Financial liabilities: Interest rate swaps $ (5,878 ) $ — $ (5,878 ) $ — Contingent consideration (4,538 ) — — (4,538 ) Total financial liabilities $ (10,416 ) $ — $ (5,878 ) $ (4,538 ) |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following are reconciliations of the changes in liabilities with Level 3 inputs in the fair value hierarchy for the three months ended March 31, 2016 and 2015 (in thousands): Contingent Consideration Arrangements Beginning Balance, December 31, 2015 $ (4,538 ) Purchases and fair value adjustments: Purchases — Fair value adjustments 1,375 Ending Balance, March 31, 2016 $ (3,163 ) Contingent Consideration Arrangements Beginning Balance, December 31, 2014 $ (3,405 ) Purchases and fair value adjustments: Purchases — Fair value adjustments — Ending Balance, March 31, 2015 $ (3,405 ) |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary purchase price allocation for acquisitions purchased during the three months ended March 31, 2016 (in thousands): 2016 Acquisitions Land $ 12,261 Buildings, fixtures and improvements 38,808 Acquired in-place leases (1) 5,446 Acquired above-market leases (2) 1,280 Intangible lease liabilities (3) (1,016 ) Total purchase price $ 56,779 ____________________________________ (1) The weighted average amortization period for acquired in-place leases is 6.9 years for acquisitions completed during the three months ended March 31, 2016 . (2) The weighted average amortization period for acquired above-market leases is 4.5 years for acquisitions completed during the three months ended March 31, 2016 . (3) The weighted average amortization period for acquired intangible lease liabilities is 4.2 years for acquisitions completed during the three months ended March 31, 2016 . The following table summarizes the purchase price allocation for acquisitions purchased during the three months ended March 31, 2015 (in thousands): 2015 Acquisitions Land $ 27,745 Buildings, fixtures and improvements 134,414 Acquired in-place leases 16,771 Acquired above-market leases 1,556 Intangible lease liabilities (2,640 ) Total purchase price $ 177,846 |
Business Acquisition, Pro Forma Information | The table below presents the Company’s estimated revenue and net income (loss), on a pro forma basis, for the three months ended March 31, 2015 and 2014 (in thousands): Three Months Ended March 31, 2015 2014 Pro forma basis: Revenue $ 87,244 $ 58,552 Net income (loss) $ 21,253 $ (2,039 ) The table below presents the Company’s estimated revenue and net income , on a pro forma basis, for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Pro forma basis: Revenue $ 101,091 $ 87,175 Net income $ 21,238 $ 15,901 |
Derivative Instruments and He23
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes the terms of the Company’s executed interest rate swap agreements designated as hedging instruments as of March 31, 2016 and December 31, 2015 (in thousands): Outstanding Notional Fair Value of Assets and (Liabilities) Balance Sheet Amount as of Interest Effective Maturity March 31, December 31, Location March 31, 2016 Rates (1) Dates Dates 2016 2015 Interest Rate Swaps Prepaid expenses and other assets $ — — — — $ — $ 519 Interest Rate Swaps Deferred rental income, derivative liabilities and other liabilities $ 958,003 2.78% to 4.75% 6/24/2013 to 03/14/2016 6/24/2018 to 04/05/2021 $ (15,502 ) $ (5,878 ) (1) The interest rates consist of the underlying index swapped to a fixed rate and the applicable interest rate spread as of March 31, 2016 . |
Notes Payable And Credit Faci24
Notes Payable And Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the debt balances as of March 31, 2016 and December 31, 2015 , and the debt activity for the three months ended March 31, 2016 (in thousands): During the Three Months Ended March 31, 2016 Balance as of December 31, 2015 Debt Issuances & Assumptions (1) Repayments Accretion and (Amortization) Balance as of Fixed rate debt $ 896,628 $ 67,500 $ (106 ) $ — $ 964,022 Variable rate debt 53,500 — — — 53,500 Credit facility 1,127,666 69,000 (85,000 ) — 1,111,666 Total debt 2,077,794 136,500 (85,106 ) — 2,129,188 Net premiums (2) 590 — — (21 ) 569 Deferred costs (3) (11,821 ) (1,069 ) — 767 (12,123 ) Total debt, net $ 2,066,563 $ 135,431 $ (85,106 ) $ 746 $ 2,117,634 ____________________________________ (1) Includes deferred financing costs incurred during the period. (2) Net premiums on mortgage notes payable were recorded upon the assumption of the respective debt instruments. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective debt instruments using the effective-interest method. (3) Deferred costs relate to mortgage notes payable and the term portion of the credit facility. |
Supplemental Cash Flow Disclo25
Supplemental Cash Flow Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow disclosures for the three months ended March 31, 2016 and 2015 are as follows (in thousands): Three Months Ended March 31, 2016 2015 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Distributions declared and unpaid $ 16,511 $ 16,300 Escrow deposits due to affiliate on real estate investments $ — $ 266 Accrued capital expenditures $ — $ 8,267 Common stock issued through distribution reinvestment plan $ 27,604 $ 27,647 Change in fair value of interest rate swaps $ (10,143 ) $ (2,675 ) Supplemental Cash Flow Disclosures: Interest paid $ 17,631 $ 11,483 |
Related-Party Transactions an26
Related-Party Transactions and Arrangements - (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company recorded fees and expense reimbursements as shown in the table below for services provided by CR IV Advisors or its affiliates related to the services described above during the periods indicated (in thousands): Three Months Ended March 31, 2016 2015 Acquisition and Operations: Acquisition fees and expenses $ 1,303 $ 3,764 Advisory fees and expenses $ 10,188 $ 8,132 Operating expenses $ 993 $ 941 |
Organization and Business (Deta
Organization and Business (Details) $ / shares in Units, ft² in Thousands | Apr. 04, 2014shares | Feb. 18, 2014USD ($)$ / sharesshares | Nov. 25, 2013USD ($) | Mar. 31, 2016USD ($)ft²statespropertyshares | Mar. 31, 2016USD ($)ft²statespropertyshares | Dec. 31, 2015shares | Aug. 31, 2015$ / shares | Dec. 19, 2013shares | Jan. 26, 2012USD ($) |
Organization and business [Line Items] | |||||||||
Common stock, shares authorized (shares) | 490,000,000 | 490,000,000 | 490,000,000 | ||||||
Share price (USD per share) | $ / shares | $ 9.70 | ||||||||
Issuance of common stock | $ | $ 27,604,000 | ||||||||
Number of owned properties (property) | property | 878 | 878 | |||||||
Rentable square feet (sqft) | ft² | 25,600 | 25,600 | |||||||
Number of states in which entity owns properties (state) | states | 45 | 45 | |||||||
Percentage of rentable space leased | 98.50% | 98.50% | |||||||
Consolidated Properties | |||||||||
Organization and business [Line Items] | |||||||||
Number of owned properties (property) | property | 9 | 9 | |||||||
Unconsolidated joint venture | |||||||||
Organization and business [Line Items] | |||||||||
Number of owned properties (property) | property | 1 | 1 | |||||||
Rentable square feet (sqft) | ft² | 176 | 176 | |||||||
Distribution reinvestment plan | |||||||||
Organization and business [Line Items] | |||||||||
Share price (USD per share) | $ / shares | $ 9.70 | ||||||||
Common stock shares registered dividend reinvestment plan (shares) | 26,000,000 | ||||||||
IPO | |||||||||
Organization and business [Line Items] | |||||||||
Common stock, shares authorized, value | $ | $ 2,975,000,000 | ||||||||
Share price (USD per share) | $ / shares | $ 10 | ||||||||
Issuance of common stock (shares) | 297,400,000 | ||||||||
Unsold shares deregistered (shares) | 404,000 | ||||||||
IPO | Distribution reinvestment plan | |||||||||
Organization and business [Line Items] | |||||||||
Common stock, shares authorized (shares) | 5,500,000 | ||||||||
Share price (USD per share) | $ / shares | $ 9.50 | ||||||||
Shares subscribed and issued (shares) | 5,100,000 | ||||||||
IPO | Primary offering | |||||||||
Organization and business [Line Items] | |||||||||
Shares subscribed and issued (shares) | 292,300,000 | ||||||||
IPO | Maximum | |||||||||
Organization and business [Line Items] | |||||||||
Common stock, shares authorized (shares) | 292,300,000 | ||||||||
IPO | Maximum | Distribution reinvestment plan | |||||||||
Organization and business [Line Items] | |||||||||
Common stock, shares authorized, value reallocated | $ | $ 23,000,000 | $ 400,000,000 | |||||||
IPO And Secondary Offering | |||||||||
Organization and business [Line Items] | |||||||||
Issuance of common stock (shares) | 320,700,000 | ||||||||
Issuance of common stock | $ | $ 3,200,000,000 | ||||||||
Offering costs, selling commissions, and dealer management fees | $ | $ 306,000,000 | ||||||||
IPO And Secondary Offering | Distribution reinvestment plan | |||||||||
Organization and business [Line Items] | |||||||||
Stock issued during period, shares, dividend reinvestment plan (shares) | 23,400,000 | ||||||||
CCPT IV OP | |||||||||
Organization and business [Line Items] | |||||||||
General partner partnership interest percentage | 100.00% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Narrative (Details) | Jun. 27, 2014 | Mar. 31, 2016USD ($)financial_institution | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) |
Valuation of real estate and related assets [Line Items] | ||||
Depreciation | $ 19,000,000 | |||
Amortization | 9,100,000 | |||
Impairment of real estate | $ 0 | 0 | ||
Real estate held-for-sale | 0 | $ 0 | ||
Consolidated joint venture options, vesting period | 2 years | |||
Net income (loss) allocated to noncontrolling interest | 34,000 | (17,000) | ||
Distributions to noncontrolling interests | 62,000 | 0 | ||
Noncontrolling interest | 2,700,000 | |||
Restricted cash | $ 8,854,000 | 8,274,000 | ||
Cash deposit on hand, including restricted cash, number of financial institutions (financial_institution) | financial_institution | 10 | |||
Cash on deposit, number of financial institutions which have deposits in excess of current federally insured limits (financial institutions) | financial_institution | 4 | |||
Concentration risk, credit risk, financial instrument, maximum exposure | $ 31,200,000 | |||
Allowance for doubtful accounts receivable | 216,000 | 301,000 | ||
Restricted cash, held by lenders in lockbox accounts | ||||
Valuation of real estate and related assets [Line Items] | ||||
Restricted cash | 6,300,000 | 5,900,000 | ||
Escrow Accounts For Real Estate TAxes and Other Lender Reserves | ||||
Valuation of real estate and related assets [Line Items] | ||||
Restricted cash | 2,600,000 | $ 2,400,000 | ||
Unconsolidated joint venture | ||||
Valuation of real estate and related assets [Line Items] | ||||
Impairment on investment of unconsolidated joint venture | $ 0 | $ 0 | ||
Building | ||||
Valuation of real estate and related assets [Line Items] | ||||
Acquired real estate asset, useful life | 40 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets and liabilities, transfers amount | $ 0 | |
Fair value, measurements, recurring | ||
Financial assets: | ||
Interest rate swaps | $ 519,000 | |
Total financial assets | 519,000 | |
Financial liabilities: | ||
Interest rate swaps | (15,502,000) | (5,878,000) |
Contingent consideration | (3,163,000) | (4,538,000) |
Total financial liabilities | (18,665,000) | (10,416,000) |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair value, measurements, recurring | ||
Financial assets: | ||
Interest rate swaps | 0 | |
Total financial assets | 0 | |
Financial liabilities: | ||
Interest rate swaps | 0 | 0 |
Contingent consideration | 0 | 0 |
Total financial liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Lines of credit, fair value disclosure | 2,100,000,000 | 2,100,000,000 |
Significant Other Observable Inputs (Level 2) | Fair value, measurements, recurring | ||
Financial assets: | ||
Interest rate swaps | 519,000 | |
Total financial assets | 519,000 | |
Financial liabilities: | ||
Interest rate swaps | (15,502,000) | (5,878,000) |
Contingent consideration | 0 | 0 |
Total financial liabilities | (15,502,000) | (5,878,000) |
Significant Unobservable Inputs (Level 3) | Fair value, measurements, recurring | ||
Financial assets: | ||
Interest rate swaps | 0 | |
Total financial assets | 0 | |
Financial liabilities: | ||
Interest rate swaps | 0 | 0 |
Contingent consideration | (3,163,000) | (4,538,000) |
Total financial liabilities | (3,163,000) | (4,538,000) |
Reported Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Lines of credit, fair value disclosure | $ 2,100,000,000 | $ 2,100,000,000 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ (4,538) | $ (3,405) |
Purchases | 0 | 0 |
Fair value adjustments | 1,375 | 0 |
Ending balance | $ (3,163) | $ (3,405) |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016USD ($)ft²property | Mar. 31, 2015USD ($)property | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($)ft²land_parcel | |
Pro forma basis (unaudited) | ||||
Acquisition costs | $ 372 | $ 5,385 | ||
Rentable square feet (sqft) | ft² | 25,600,000 | |||
Number of owned properties (property) | property | 878 | |||
Discount Store Industry | Sales Revenue, Services, Net | Customer Concentration Risk | ||||
Pro forma basis (unaudited) | ||||
Concentration risk, percentage | 15.00% | |||
Pharmacy Industry | Sales Revenue, Services, Net | Customer Concentration Risk | ||||
Pro forma basis (unaudited) | ||||
Concentration risk, percentage | 11.00% | |||
CALIFORNIA | Geographic Concentration Risk | ||||
Pro forma basis (unaudited) | ||||
Number of owned properties (property) | property | 77 | |||
CALIFORNIA | Sales Revenue, Services, Net | Geographic Concentration Risk | ||||
Pro forma basis (unaudited) | ||||
Concentration risk, percentage | 11.00% | |||
Series of Individually Immaterial Business Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired (property) | property | 7 | 55 | ||
Total purchase price | $ 56,800 | $ 177,800 | ||
Business Acquisition, Purchase Price Allocation [Abstract] | ||||
Land | 12,261 | 27,745 | ||
Buildings, fixtures and improvements | 38,808 | 134,414 | ||
Intangible lease liabilities | (1,016) | (2,640) | ||
Total purchase price | $ 56,779 | 177,846 | ||
Below market lease, weighted average useful life | 4 years 2 months 12 days | |||
Business combination, pro forma information, revenue of acquiree since acquisition date, actual | $ 669 | 2,000 | ||
Business combination, pro forma information, earnings (loss) of acquiree since acquisition date, actual | (186) | (3,900) | ||
Pro forma basis (unaudited) | ||||
Revenue | 101,091 | 87,175 | ||
Net income | 21,238 | 15,901 | ||
Acquisition costs | 372 | 5,400 | ||
Series of Individually Immaterial Business Acquisitions | Acquired in-place leases | ||||
Business Acquisition, Purchase Price Allocation [Abstract] | ||||
Acquired finite-lived intangible asset - leases, amount | $ 5,446 | 16,771 | ||
Acquired finite-lived intangible assets, weighted average useful life | 6 years 10 months 24 days | |||
Series of Individually Immaterial Business Acquisitions | Acquired above-market leases | ||||
Business Acquisition, Purchase Price Allocation [Abstract] | ||||
Acquired finite-lived intangible asset - leases, amount | $ 1,280 | 1,556 | ||
Acquired finite-lived intangible assets, weighted average useful life | 4 years 6 months | |||
2015 Acquisition Proforma | ||||
Pro forma basis (unaudited) | ||||
Revenue | 87,244 | $ 58,552 | ||
Net income | 21,253 | $ (2,039) | ||
Development Projects | ||||
Business Acquisition [Line Items] | ||||
Total purchase price | $ 23,900 | |||
Pro forma basis (unaudited) | ||||
Number of land parcels acquired (land_parcel) | land_parcel | 1 | |||
Rentable square feet (sqft) | ft² | 1,600,000 | |||
Total investment | 55,300 | |||
Additional estimated investment | $ 48,100 |
Real Estate Acquisitions Consol
Real Estate Acquisitions Consolidated and Unconsolidated Joint Ventures (Details) ft² in Thousands, $ in Thousands | Mar. 31, 2016USD ($)ft²property | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||
Number of owned properties (property) | property | 878 | |
Rentable square feet (sqft) | ft² | 25,600 | |
Investment in unconsolidated joint venture | $ 17,904 | $ 18,359 |
Assets | 4,600,147 | 4,582,199 |
Real estate investments, at cost | 4,777,571 | 4,719,082 |
Real estate investment property, accumulated depreciation | 288,103 | 253,115 |
Liabilities | $ 2,251,599 | $ 2,195,084 |
Consolidated Properties | ||
Business Acquisition [Line Items] | ||
Number of owned properties (property) | property | 9 | |
Unconsolidated joint venture | ||
Business Acquisition [Line Items] | ||
Number of owned properties (property) | property | 1 | |
Joint venture, ownership percentage | 90.00% | |
Rentable square feet (sqft) | ft² | 176 | |
Consolidated Joint Venture | ||
Business Acquisition [Line Items] | ||
Assets | $ 54,900 | |
Real estate investments, at cost | 54,600 | |
Real estate investment property, accumulated depreciation | 2,300 | |
Liabilities | $ 751 | |
Consolidated Joint Venture | Consolidated Properties | ||
Business Acquisition [Line Items] | ||
Number of owned properties (property) | property | 9 |
Derivative Instruments and He33
Derivative Instruments and Hedging Activities (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)derivative | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Derivatives, Fair Value [Line Items] | |||
Amount of loss reclassified from other comprehensive loss into income as interest expense | $ 2,322 | $ 1,291 | |
Cash Flow Hedging | Interest Rate Swap | |||
Derivatives, Fair Value [Line Items] | |||
Number of interest rate swaps entered into (derivative) | derivative | 1 | ||
Number of interest rate derivatives held (derivative) | derivative | 9 | ||
Derivative liability, event of default, termination amount | $ 16,300 | ||
Cash Flow Hedging | Interest Rate Swap | Prepaid expenses and other assets | |||
Derivatives, Fair Value [Line Items] | |||
Outstanding Notional Amount | $ 0 | ||
Interest Rate | 0.00% | ||
Derivative asset, fair value | $ 0 | $ 519 | |
Cash Flow Hedging | Interest Rate Swap | Deferred rental income, derivative liabilities and other liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Outstanding Notional Amount | 958,003 | ||
Fair Value of Liabilities | $ (15,502) | $ (5,878) | |
Cash Flow Hedging | Interest Rate Swap | Deferred rental income, derivative liabilities and other liabilities | Minimum | |||
Derivatives, Fair Value [Line Items] | |||
Interest Rate | 2.78% | ||
Cash Flow Hedging | Interest Rate Swap | Deferred rental income, derivative liabilities and other liabilities | Maximum | |||
Derivatives, Fair Value [Line Items] | |||
Interest Rate | 4.75% | ||
Interest Expense | Cash Flow Hedging | Interest Rate Swap | |||
Derivatives, Fair Value [Line Items] | |||
Interest rate cash flow hedge gain (loss) to be reclassified during next 12 months | $ 7,900 |
Notes Payable And Credit Faci34
Notes Payable And Credit Facility - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Long-term debt | $ 2,117,634,000 | $ 2,066,563,000 |
Weighted average years to maturity | 3 years 10 months 24 days | |
Weighted average interest rate | 3.30% | |
Long-term debt, gross | $ 2,129,188,000 | 2,077,794,000 |
Notes payable | ||
Debt Instrument [Line Items] | ||
Debt security, amount, aggregate gross real estate assets net of gross intangible lease liabilities | 1,700,000,000 | |
Variable Rate Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 53,500,000 | 53,500,000 |
Debt security, amount, aggregate gross real estate assets net of gross intangible lease liabilities | 106,800,000 | |
Line of Credit | Term Loan | Interest Rate Swap | Cash Flow Hedging | ||
Debt Instrument [Line Items] | ||
Derivative, amount of hedged item | $ 561,700,000 | |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 2.80% | |
Line of credit, current borrowing capacity | $ 168,300,000 | |
Line of Credit | Revolving Credit Facility | Federal funds rate plus | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.50% | |
Line of Credit | Revolving Credit Facility | One-Month LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.00% | |
Fixed Rate Debt | Notes payable | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 964,022,000 | 896,628,000 |
Fixed Rate Debt | Notes payable | Minimum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 3.40% | |
Fixed Rate Debt | Notes payable | Maximum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.00% | |
Fixed rate debt, variable rate debt fixed through the use of interest rate swaps | Notes payable | ||
Debt Instrument [Line Items] | ||
Debt, long-term and short-term, combined amount | $ 146,300,000 | |
Variable Rate Debt | Notes payable | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 3.10% | |
JPMorgan Chase, Revolving Credit Facility | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Line of credit maximum borrowing capacity | $ 1,280,000,000 | |
Long-term line of credit | 1,100,000,000 | |
JPMorgan Chase, Revolving Credit Facility | Unsecured Debt | Term Loan | ||
Debt Instrument [Line Items] | ||
Line of credit maximum borrowing capacity | 636,666,333 | |
JPMorgan Chase, Revolving Credit Facility | Unsecured Debt | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit maximum borrowing capacity | 643,333,667 | |
JPMorgan Chase, Revolving Credit Facility | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,111,666,000 | $ 1,127,666,000 |
Line of credit maximum borrowing capacity | 1,600,000,000 | |
Line of credit facility, covenant, minimum consolidated net worth | $ 425,000,000 | |
Line of credit facility, covenant, minimum consolidated net worth, percentage of equity issuance | 75.00% | |
Debt instrument, covenant, fixed charge coverage ratio, minimum | 1.50 | |
JPMorgan Chase, Revolving Credit Facility | Line of Credit | Minimum | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, covenant, unsecured debt service coverage ratio | 175.00% | |
JPMorgan Chase, Revolving Credit Facility | Line of Credit | Maximum | Revolving Credit Facility | Debt Instrument, Redemption, Period Two | ||
Debt Instrument [Line Items] | ||
Line of credit facility, covenant, leverage ratio | 60.00% | |
Debt instrument, covenant, unsecured debt to unencumbered asset value ratio | 50.00% | |
JPMorgan Chase, Revolving Credit Facility | Line of Credit | Maximum | Revolving Credit Facility | Debt Instrument, Redemption, Period Three | ||
Debt Instrument [Line Items] | ||
Line of credit facility, covenant, secured debt ratio | 30.00% | |
Eurodollar Rate Loan | Unsecured Debt | Minimum | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.65% | |
Eurodollar Rate Loan | Unsecured Debt | Maximum | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 2.50% | |
Base Rate Committed Loans | Unsecured Debt | Minimum | Base Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.65% | |
Base Rate Committed Loans | Unsecured Debt | Maximum | Base Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.50% | |
JP Morgan Chase, Swapped Revolver Loan | Unsecured Debt | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term line of credit | $ 475,000,000 | |
JP Morgan Chase, Swapped Revolver Loan | Unsecured Debt | Revolving Credit Facility | Interest Rate Swap | Cash Flow Hedging | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 3.00% | |
Derivative, amount of hedged item | $ 250,000,000 | |
2013 Swapped Term Loan | Unsecured Debt | Term Loan | Interest Rate Swap | Cash Flow Hedging | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 3.10% |
Notes Payable And Credit Faci35
Notes Payable And Credit Facility - Summary of Debt (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |
Long-term debt, gross, beginning balance | $ 2,077,794 |
Net premiums, beginning balance | 590 |
Deferred costs, beginning balance | (11,821) |
Long-term debt, beginning balance | 2,066,563 |
Debt issuance & assumptions | 136,500 |
Repayments | (85,106) |
(Accretion and (Amortization) | (21) |
Debt issuance and assumptions costs | (1,069) |
Amortization of financing costs related to revolving credit facility | 767 |
Proceeds from debt, net of issuance and assumption costs | 135,431 |
Accretion and (Amortization) | 746 |
Long-term debt, gross, ending balance | 2,129,188 |
Deferred costs, ending balance | (12,123) |
Net premiums, ending balance | 569 |
Long-term debt, ending balance | 2,117,634 |
Notes payable | Fixed Rate Debt | |
Debt Instrument [Line Items] | |
Long-term debt, gross, beginning balance | 896,628 |
Debt issuance & assumptions | 67,500 |
Repayments | (106) |
Long-term debt, gross, ending balance | 964,022 |
Variable Rate Debt | |
Debt Instrument [Line Items] | |
Long-term debt, gross, beginning balance | 53,500 |
Debt issuance & assumptions | 0 |
Repayments | 0 |
Long-term debt, gross, ending balance | 53,500 |
Line of Credit | JPMorgan Chase, Revolving Credit Facility | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Long-term debt, gross, beginning balance | 1,127,666 |
Debt issuance & assumptions | 69,000 |
Repayments | (85,000) |
Long-term debt, gross, ending balance | $ 1,111,666 |
Supplemental Cash Flow Disclo36
Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | |||
Distributions declared and unpaid | $ 16,511 | $ 16,300 | $ 16,568 |
Escrow deposits due to affiliate on real estate investments | 0 | 266 | |
Accrued capital expenditures | 0 | 8,267 | |
Common stock issued through distribution reinvestment plan | 27,604 | 27,647 | |
Change in fair value of interest rate swaps | (10,143) | (2,675) | |
Supplemental Cash Flow Disclosures: | |||
Interest paid | $ 17,631 | $ 11,483 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Capital addition purchase commitments $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)property | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Ownership interest acquired | 100.00% |
Number of businesses acquired (property) | property | 2 |
Total purchase price | $ 3,300 |
Escrow deposit, property acquisition | $ 125 |
Related-Party Transactions an38
Related-Party Transactions and Arrangements (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Due to affiliates | $ 6,369,000 | $ 5,613,000 | |
Due from affiliates | 0 | 47,000 | |
Advisors | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | $ 6,400,000 | 5,600,000 | |
Cumulative noncompounded annual return | 8.00% | ||
Advisors | Dead Deals Reimbursable by Advisor | |||
Related Party Transaction [Line Items] | |||
Due from affiliates | $ 47,000 | ||
Advisors | Listing commission | |||
Related Party Transaction [Line Items] | |||
Commissions performance and other fees percent | 15.00% | ||
Advisors | Average invested assets between $0 to $2 billion | |||
Related Party Transaction [Line Items] | |||
Asset management or advisory fees percent | 0.75% | ||
Advisors | Average invested assets between $2 billion to $4 billion | |||
Related Party Transaction [Line Items] | |||
Asset management or advisory fees percent | 0.70% | ||
Advisors | Average invested assets over $4 billion | |||
Related Party Transaction [Line Items] | |||
Asset management or advisory fees percent | 0.65% | ||
Advisors | Maximum | Average invested assets between $0 to $2 billion | |||
Related Party Transaction [Line Items] | |||
Average invested assets | $ 2,000,000,000 | ||
Advisors | Maximum | Average invested assets between $2 billion to $4 billion | |||
Related Party Transaction [Line Items] | |||
Average invested assets | $ 4,000,000,000 | ||
Advisors | Minimum | |||
Related Party Transaction [Line Items] | |||
Operating expense reimbursement percent of average invested assets | 2.00% | ||
Operating expense reimbursement percent of net income | 25.00% | ||
Advisors | Minimum | Average invested assets between $0 to $2 billion | |||
Related Party Transaction [Line Items] | |||
Average invested assets | $ 0 | ||
Advisors | Minimum | Average invested assets between $2 billion to $4 billion | |||
Related Party Transaction [Line Items] | |||
Average invested assets | 2,000,000,000 | ||
Advisors | Minimum | Average invested assets over $4 billion | |||
Related Party Transaction [Line Items] | |||
Average invested assets | 4,000,000,000 | ||
Advisors | Acquisition fees and expenses | |||
Related Party Transaction [Line Items] | |||
Related party transaction, expenses from transactions with related party | $ 1,303,000 | $ 3,764,000 | |
Advisors | Acquisition fees and expenses | Maximum | |||
Related Party Transaction [Line Items] | |||
Acquisition and advisory fee | 6.00% | ||
Advisors | Acquisition fees and expenses | Maximum | Contract purchase price of each asset | |||
Related Party Transaction [Line Items] | |||
Acquisition and advisory fee | 2.00% | ||
Advisors | Brokerage Commission Fee | Maximum | |||
Related Party Transaction [Line Items] | |||
Commissions performance and other fees percent | 50.00% | ||
Advisors | Advisory fees and expenses | |||
Related Party Transaction [Line Items] | |||
Related party transaction, expenses from transactions with related party | $ 10,188,000 | 8,132,000 | |
Advisors | Operating expenses | |||
Related Party Transaction [Line Items] | |||
Related party transaction, expenses from transactions with related party | 993,000 | 941,000 | |
Advisors | Acquisitions and operations costs | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | $ 6,400,000 | $ 5,000,000 | |
Advisors | Property sales commission | Contract sale price of each property | |||
Related Party Transaction [Line Items] | |||
Commissions performance and other fees percent | 1.00% | ||
Advisors | Property portfolio | Maximum | |||
Related Party Transaction [Line Items] | |||
Commissions performance and other fees percent | 6.00% | ||
Advisors | Performance fee | |||
Related Party Transaction [Line Items] | |||
Commissions performance and other fees percent | 15.00% |
Subsequent Events - (Details)
Subsequent Events - (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | May. 10, 2016 | May. 10, 2016 | Mar. 31, 2016 |
Subsequent Event | |||
Issuance of common stock | $ 27,604 | ||
Revolving Credit Facility | Line of Credit | |||
Subsequent Event | |||
Line of credit, current borrowing capacity | $ 168,300 | ||
Subsequent event | |||
Subsequent Event | |||
Redemptions of common stock (shares) | 3 | ||
Redemptions of common stock | $ 28,600 | ||
Common stock, average redemption price per share (USD per share) | $ 9.58 | ||
Subsequent event | Revolving Credit Facility | Line of Credit | |||
Subsequent Event | |||
Line of credit, current borrowing capacity | $ 156,300 | $ 156,300 | |
Subsequent event | Revolving Credit Facility | Line of Credit | JPMorgan Chase, Revolving Credit Facility | |||
Subsequent Event | |||
Debt, long-term and short-term, combined amount | $ 1,100,000 | $ 1,100,000 | |
Subsequent event | Secondary offering | |||
Subsequent Event | |||
Issuance of common stock (shares) | 25.3 | ||
Issuance of common stock | $ 241,700 |