Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, INC. | |
Entity Central Index Key | 1,500,554 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 99,268,676 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Real estate investments, at cost: | ||
Land | $ 273,375 | $ 274,993 |
Buildings, fixtures and improvements | 819,806 | 815,568 |
Acquired intangible lease assets | 181,655 | 192,454 |
Total real estate investments, at cost | 1,274,836 | 1,283,015 |
Less: accumulated depreciation and amortization | (106,537) | (68,221) |
Total real estate investments, net | 1,168,299 | 1,214,794 |
Cash and cash equivalents | 45,152 | 40,033 |
Restricted cash | 5,105 | 4,828 |
Prepaid expenses and other assets | 26,423 | 17,629 |
Deferred costs, net | 7,140 | 7,369 |
Land held for sale | 0 | 500 |
Total assets | 1,252,119 | 1,285,153 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Mortgage notes payable, net of deferred financing costs | 126,762 | 127,251 |
Mortgage premium, net | 4,023 | 4,764 |
Credit facility | 304,000 | 304,000 |
Below-market lease liabilities, net | 72,707 | 78,103 |
Derivatives, at fair value | 567 | 415 |
Accounts payable and accrued expenses (including $887 and $828 due to related parties as of September 30, 2016 and December 31, 2015, respectively) | 24,188 | 18,216 |
Deferred rent and other liabilities | 3,917 | 3,958 |
Distributions payable | 5,209 | 5,296 |
Total liabilities | 541,373 | 542,003 |
Preferred stock, $0.01 par value per share, 50,000,000 authorized, none issued or outstanding at September 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 99,268,681 and 96,866,152 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 993 | 969 |
Additional paid-in capital | 881,443 | 859,421 |
Accumulated other comprehensive loss | (561) | (410) |
Accumulated deficit | (171,129) | (116,830) |
Total stockholders' equity | 710,746 | 743,150 |
Total liabilities and stockholders' equity | $ 1,252,119 | $ 1,285,153 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Due to Affiliates | $ 887 | $ 828 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, issued (in shares) | 99,268,681 | 96,866,152 |
Common stock, outstanding (in shares) | 99,268,681 | 96,866,152 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Rental income | $ 25,436 | $ 21,545 | $ 76,538 | $ 55,375 |
Operating expense reimbursements | 7,552 | 6,343 | 22,699 | 16,256 |
Total revenues | 32,988 | 27,888 | 99,237 | 71,631 |
Operating expenses: | ||||
Asset management fees to related party | 2,251 | 1,792 | 6,746 | 3,249 |
Property operating | 10,552 | 9,004 | 31,217 | 23,726 |
Impairment charges | 0 | 0 | 0 | 4,434 |
Fair value adjustment to contingent purchase price consideration | 0 | 4 | 1,784 | (13,798) |
Acquisition and transaction related | 2,064 | 5,585 | 2,526 | 9,564 |
General and administrative | 2,928 | 1,888 | 7,272 | 6,149 |
Depreciation and amortization | 15,137 | 13,581 | 47,488 | 34,039 |
Total operating expenses | 32,932 | 31,854 | 97,033 | 67,363 |
Operating income (loss) | 56 | (3,966) | 2,204 | 4,268 |
Other (expense) income: | ||||
Interest expense | (3,240) | (2,148) | (9,587) | (5,345) |
Loss on disposition of land | 0 | 0 | (4) | 0 |
Gain on involuntary conversion | 193 | 0 | 193 | 0 |
Other income | 5 | 6 | 15 | 14 |
Total other expense, net | (3,042) | (2,142) | (9,383) | (5,331) |
Net loss | (2,986) | (6,108) | (7,179) | (1,063) |
Other comprehensive loss: | ||||
Change in unrealized loss on derivative | 215 | (266) | (151) | (408) |
Comprehensive loss | $ (2,771) | $ (6,374) | $ (7,330) | $ (1,471) |
Basic and diluted net loss per share (in usd per share) | $ (0.03) | $ (0.06) | $ (0.07) | $ (0.01) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Balance, beginning of period (in shares) at Dec. 31, 2015 | 96,866,152 | ||||
Balance, beginning of period at Dec. 31, 2015 | $ 743,150 | $ 969 | $ 859,421 | $ (410) | $ (116,830) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued through distribution reinvestment plan (in shares) | 2,399,029 | 2,399,029 | |||
Common stock issued through distribution reinvestment plan | $ 22,037 | $ 24 | 22,013 | ||
Common stock repurchases (in shares) | (2,500) | (2,500) | |||
Common stock repurchases | $ (25) | (25) | |||
Share-based compensation (in shares) | 6,000 | ||||
Share-based compensation | 34 | 34 | |||
Distributions declared | (47,120) | (47,120) | |||
Net loss | (7,179) | (7,179) | |||
Other comprehensive loss | (151) | (151) | |||
Balance, end of period (in shares) at Sep. 30, 2016 | 99,268,681 | ||||
Balance, end of period at Sep. 30, 2016 | $ 710,746 | $ 993 | $ 881,443 | $ (561) | $ (171,129) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (7,179) | $ (1,063) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 20,228 | 13,594 |
Amortization of in-place lease assets | 27,026 | 20,358 |
Amortization of deferred costs | 1,763 | 1,516 |
Amortization of mortgage premium | (741) | (116) |
Accretion of market lease and other intangibles, net | (2,394) | (2,433) |
Bad debt expense | 781 | 836 |
Fair value adjustment to contingent purchase price consideration | 1,784 | (13,798) |
Impairment charges | 0 | 4,434 |
Loss on disposition of land | 4 | 0 |
Gain on involuntary conversion | (193) | 0 |
Share-based compensation | 34 | 42 |
Ineffective portion of derivative | 1 | 3 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | (5,801) | (12,299) |
Accounts payable and accrued expenses | 7,102 | 12,396 |
Deferred rent and other liabilities | (41) | 1,584 |
Restricted cash | (625) | (1,403) |
Net cash provided by operating activities | 41,749 | 23,651 |
Cash flows from investing activities: | ||
Investment in real estate and other assets | 0 | (434,210) |
Deposits for real estate acquisitions | 0 | (350) |
Proceeds from disposition of land | 496 | 0 |
Proceeds from contingent purchase price consideration | 0 | 14,996 |
Restricted cash | 348 | (810) |
Capital expenditures | (6,429) | (6,318) |
Net cash used in investing activities | (5,585) | (426,692) |
Cash flows from financing activities: | ||
Payments on mortgage notes payable | (824) | (387) |
Proceeds from credit facility | 0 | 304,000 |
Payments of deferred financing costs | 0 | (827) |
Common stock repurchases | (5,051) | (4,802) |
Payments of offering costs and fees related to stock issuances, net | 0 | (1,176) |
Distributions paid | (25,170) | (19,535) |
Net cash (used in) provided by financing activities | (31,045) | 277,273 |
Net change in cash and cash equivalents | 5,119 | (125,768) |
Cash and cash equivalents, beginning of period | 40,033 | 170,963 |
Cash and cash equivalents, end of period | 45,152 | 45,195 |
Supplemental Disclosures: | ||
Cash paid for interest | 9,598 | 3,603 |
Cash paid for income taxes | 185 | 72 |
Non-Cash Financing Activities: | ||
Mortgage notes payable assumed or used to acquire investments in real estate | 0 | 42,612 |
Premium assumed on mortgage note payable | 0 | 4,839 |
Common stock issued through distribution reinvestment plan | 22,037 | 26,382 |
Change in accrued common stock repurchases | (5,026) | 2,260 |
Change in capital improvements in accounts payable and accrued expenses | $ 1,963 | $ (951) |
Organization
Organization | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 — Organization American Realty Capital — Retail Centers of America, Inc. (the "Company") has acquired and owns anchored, stabilized core retail properties, including power centers and lifestyle centers, which are located in the United States and were at least 80.0% leased at the time of acquisition. The Company purchased its first property and commenced active operations in June 2012. As of September 30, 2016 , the Company owned 35 properties with an aggregate purchase price of $1.2 billion , comprised of 7.5 million rentable square feet, which were 92.9% leased. The Company, incorporated on July 29, 2010, is a Maryland corporation that elected and qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with the taxable year ended December 31, 2012. Substantially all of the Company's business is conducted through American Realty Capital Retail Operating Partnership, L.P. (the "OP"), a Delaware limited partnership, and its wholly-owned subsidiaries. On March 17, 2011, the Company commenced its initial public offering (the "IPO") on a "reasonable best efforts" basis of up to 150.0 million shares of common stock, $0.01 par value per share, at a price of $10.00 per share, subject to certain volume and other discounts. The IPO closed on September 12, 2014. On September 22, 2014, the Company registered an additional 25.0 million shares of common stock to be used under the distribution reinvestment plan (the "DRIP") pursuant to a registration statement on Form S-3 (File No. 333-198864 ). As of September 30, 2016 , the Company had 99.3 million shares of common stock outstanding, including unvested restricted shares and shares issued pursuant to the DRIP, and had received total proceeds from the IPO and the DRIP, net of share repurchases, of $983.8 million . The Company has no employees. The Company has retained American Realty Capital Retail Advisor, LLC (the "Advisor") to manage its affairs on a day-to-day basis. The Advisor has entered into a service agreement with an independent third party, Lincoln Retail REIT Services, LLC, a Delaware limited liability company ("Lincoln"), pursuant to which Lincoln provides, subject to the Advisor's oversight, real estate-related services, including locating investments, negotiating financing, and providing property-level asset management services, property management services, leasing and construction oversight services and disposition services, as needed. The Advisor has passed through and will continue to pass through to Lincoln a portion of the fees and/or other expense reimbursements payable to the Advisor for the performance of real estate-related services. The Advisor is under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, the "Parent of the Sponsor" or "AR Global"), the parent of the Company's sponsor, American Realty Capital IV, LLC (the "Sponsor"), as a result of which it is a related party of the Company. |
Pending Merger Agreement
Pending Merger Agreement | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Pending Merger Agreement | Note 2 — Pending Merger Agreement On September 6, 2016, the Company and the OP entered into an Agreement and Plan of Merger (the “Merger Agreement”) with American Finance Trust, Inc. (“AFIN”), American Finance Operating Partnership, L.P. (the “AFIN OP”) and Genie Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of AFIN (“Merger Sub”). The Merger Agreement provides for (a) the merger of the Company with and into the Merger Sub (the “Merger”), with the Merger Sub surviving as a wholly owned subsidiary of AFIN and (b) the merger of the OP with and into the AFIN OP, with the AFIN OP as the surviving entity (the “Partnership Merger”, and together with the Merger, the “Mergers”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Mergers (the "Effective Time"), each outstanding share of common stock of the Company, $0.01 par value per share ("Company Common Stock") (including any restricted shares of Company Common Stock and fractional shares), will be converted into the right to receive (x) a number of shares of common stock of AFIN, $0.01 par value per share ("AFIN Common Stock") equal to 0.385 shares of AFIN Common Stock (the "Stock Consideration") and (y) cash from AFIN in an amount equal to $0.95 per share (the "Cash Consideration," and together with the Stock Consideration, the "Merger Consideration"). In addition, at the Effective Time, (i) each unit of partnership interest of the OP designated as an OP Unit (an "OP Unit") issued and outstanding immediately prior to the Effective Time (other than those held by the Company as described in clause (ii) below) will automatically be converted into 0.424 validly issued units of limited partnership interest of the AFIN OP (the “Partnership Merger Consideration”); (ii) each unit of partnership interest of the OP designated as either an OP Unit or a GP Unit (a "GP Unit") held by the Company and issued and outstanding immediately prior to the Effective Time will automatically be converted into 0.385 validly issued units of limited partnership interest of the AFIN OP; (iii) each unit of partnership interest of the OP designated as a Class B Unit (a "Class B Unit") held by the Advisor and Lincoln issued and outstanding immediately prior to the Effective Time will be converted into the Partnership Merger Consideration (the “Class B Consideration,” and together with the Partnership Merger Consideration and the Merger Consideration, the “Total Merger Consideration”) and (iv) the interest of the Advisor, the special limited partner of the OP (the “SLP”), in the OP will be redeemed for a cash payment, to be determined in accordance with the existing terms of the OP’s agreement of limited partnership. Concurrently with the execution of the Merger Agreement, the Company and the OP entered into a side letter agreement with the Advisor and AFIN, providing for, among other things, termination of the advisory agreement among the Company, the OP and the Advisor, subject to, and at, the date that the Merger becomes effective (the "Termination Agreement"). The Termination Agreement will, pursuant to its terms, automatically terminate and be of no further force or effect if the Merger Agreement is terminated in accordance with its terms. The Merger Agreement provided the Company with a go-shop period, during which time the Company had the right to actively solicit superior proposals from third parties for 45 days from the date of the Merger Agreement (the "Go-Shop Period"). The Go-Shop Period ended on October 21, 2016 with no alternative acquisition proposals provided by third parties. In the event that AFIN or the Company terminates the Merger Agreement under specified circumstances, the Company or AFIN, as applicable, are required to pay a termination fee of $25.6 million . The Company and AFIN each are sponsored, directly or indirectly, by AR Global. AR Global and its affiliates provide services to the Company and AFIN pursuant to written advisory agreements. The completion of the Mergers is subject to the approval of the Company's and AFIN's stockholders as well as satisfaction of customary closing conditions. A joint preliminary proxy statement/prospectus describing the proposed Mergers was filed on Form S-4 with the Securities and Exchange Commission (the “SEC”) in October 2016. If approved, the Mergers are expected to close in the first quarter of 2017. However, as of the filing of this Quarterly Report on Form 10-Q, the approval of the Mergers has not yet occurred, and the Company cannot assure that the Mergers will be completed based on the terms of the Merger Agreement or at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for these interim periods. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results for the entire year or any subsequent interim periods. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2015 , which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 11, 2016 . There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2016 , other than the updates described below. Consolidation The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP. Recently Adopted Accounting Pronouncements In February 2015, the FASB amended the accounting for consolidation of certain legal entities. The amendments modify the evaluation of whether certain legal entities are VIEs or voting interest entities, eliminate the presumption that a general partner should consolidate a limited partnership and affect the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption was permitted, including adoption in an interim period. The Company elected to adopt this guidance effective January 1, 2016. The Company has evaluated the impact of the adoption of the new guidance on its consolidated financial statements and has determined the Company’s OP is considered a VIE. However, the Company meets the disclosure exemption criteria as the Company is the primary beneficiary of the VIE and the Company’s partnership interest is considered a majority voting interest in a business and the assets of the OP can be used for purposes other than settling its obligations, such as paying distributions. As such, the new guidance did not have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption was permitted for financial statements that have not previously been issued. The Company elected to adopt this guidance effective January 1, 2016. As a result, the Company reclassified $1.4 million and $1.7 million of deferred debt issuance costs related to the Company's mortgage notes payable from deferred costs, net to mortgage notes payable in the Company's consolidated balance sheets as of September 30, 2016 and December 31, 2015 , respectively. As permitted under the revised guidance, the Company elected to not reclassify the deferred debt issuance costs associated with its Credit Facility (as defined in Note 5 — Credit Facility ). The deferred debt issuance costs associated with the Credit Facility, net of accumulated amortization, and deferred leasing costs, net of accumulated amortization, are included in deferred costs, net on the Company's accompanying consolidated balance sheets as of September 30, 2016 and December 31, 2015 . In March 2016, the FASB issued an update that changes the accounting for certain aspects of share-based compensation. Among other things, the revised guidance allows companies to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The revised guidance is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company has adopted the provisions of this guidance beginning January 1, 2016, electing to account for forfeitures when they occur, and determined that there was no impact to the Company’s consolidated financial position, results of operations and cash flows. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers 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 guidance was to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption was not permitted under GAAP. In July 2015, the FASB deferred the effective date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. In January 2016, the FASB issued an update that amends the recognition and measurement of financial instruments. The new guidance revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for most of the amendments in the update. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued an update which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both l essees and lessors. The new guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The revised guidance supersedes previous leasing standards and is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting the new guidance. In March 2016, the FASB issued an update on the accounting for derivative contracts. Under the new guidance, the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The hedge accounting relationship could continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The guidance is effective for fiscal years beginning after December 15, 2016, and interim periods therein. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance. In March 2016, the FASB issued guidance which requires an entity to determine whether the nature of its promise to provide goods or services to a customer is performed in a principal or agent capacity and to recognize revenue in a gross or net manner based on its principal/agent designation. This guidance is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. In August 2016, the FASB issued guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The revised guidance is effective for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. In October 2016, the FASB issued guidance relating to interest held through related parties that are under common control, where a reporting entity will need to evaluate if it should consolidate a VIE. The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The revised guidance is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Real Estate Investments | Note 4 — Real Estate Investments The Company owned 35 properties, which were acquired for investment purposes, as of September 30, 2016 . The following table presents the allocation of real estate assets acquired and liabilities assumed during the nine months ended September 30, 2015 . There were no real estate assets acquired or liabilities assumed during the nine months ended September 30, 2016 : (Dollar amounts in thousands) Nine Months Ended September 30, 2015 Real estate investments, at cost: Land $ 116,657 Buildings, fixtures and improvements 328,522 Total tangible assets 445,179 Acquired intangibles: In-place leases 62,996 Above-market lease assets 9,990 Below-market lease liabilities (36,504 ) Total intangible real estate investments, net 36,482 Total assets acquired, net 481,661 Mortgage notes payable assumed or used to acquire real estate investments (42,612 ) Premiums on mortgage notes payable assumed (4,839 ) Cash paid for acquired real estate investments $ 434,210 Number of properties purchased 15 Total acquired intangible lease assets and liabilities consist of the following as of September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 158,414 $ 51,434 $ 106,980 $ 168,293 $ 34,298 $ 133,995 Above-market leases 21,663 6,630 15,033 22,583 4,547 18,036 Below-market ground lease 1,578 68 1,510 1,578 39 1,539 Total acquired intangible lease assets $ 181,655 $ 58,132 $ 123,523 $ 192,454 $ 38,884 $ 153,570 Intangible liabilities: Below-market lease liabilities $ 83,492 $ 10,785 $ 72,707 $ 84,837 $ 6,734 $ 78,103 The following table presents amortization expense and adjustments to revenue and property operating expense for intangible assets and liabilities for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2016 2015 2016 2015 In-place leases $ 8,393 $ 8,244 $ 27,026 $ 20,358 Total added to depreciation and amortization $ 8,393 $ 8,244 $ 27,026 $ 20,358 Above-market lease assets $ (875 ) $ (718 ) $ (3,005 ) $ (1,916 ) Below-market lease liabilities 1,812 1,980 5,483 4,378 Total added to rental income $ 937 $ 1,262 $ 2,478 $ 2,462 Below-market ground lease asset $ 10 $ 10 $ 29 $ 29 Total added to property operating expense $ 10 $ 10 $ 29 $ 29 The following table provides the projected amortization expense and adjustments to revenue and property operating expense for intangible assets and liabilities for the next five years: (In thousands) October 1, 2016 to 2017 2018 2019 2020 In-place leases $ 7,478 $ 26,558 $ 20,030 $ 13,858 $ 9,423 Total to be added to depreciation and amortization $ 7,478 $ 26,558 $ 20,030 $ 13,858 $ 9,423 Above-market lease assets $ (862 ) $ (3,319 ) $ (2,459 ) $ (1,733 ) $ (1,134 ) Below-market lease liabilities 1,627 6,261 5,719 5,190 4,701 Total to be added to rental income $ 765 $ 2,942 $ 3,260 $ 3,457 $ 3,567 Below-market ground lease asset $ 10 $ 39 $ 39 $ 39 $ 39 Total to be added to property operating expense $ 10 $ 39 $ 39 $ 39 $ 39 The following table presents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items: (In thousands) Future Minimum Base Rent Payments October 1, 2016 to December 31, 2016 $ 23,658 2017 92,972 2018 80,703 2019 63,924 2020 52,382 Thereafter 200,493 $ 514,132 No tenant represented 10.0% or greater of consolidated annualized rental income on a straight-line basis for all properties as of September 30, 2016 and 2015 . The following table lists the states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of September 30, 2016 and 2015 : September 30, State 2016 2015 Texas 12.7% 12.5% North Carolina 11.7% 11.8% The Company did not own properties in any other state that in total represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of September 30, 2016 and 2015 . |
Credit Facility
Credit Facility | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Credit Facility | Note 5 — Credit Facility The Company has entered into a credit facility, that provides for aggregate revolving loan borrowings of up to $325.0 million (subject to unencumbered asset pool availability), with a $25.0 million swingline subfacility and a $20.0 million letter of credit subfacility, subject to certain conditions, as amended (the "Credit Facility"). Through an uncommitted “accordion feature,” the OP, subject to certain conditions, may increase commitments under the Credit Facility to up to $575.0 million . Borrowings under the Credit Facility, along with cash on hand from the Company’s IPO, have been used to finance acquisitions and for general corporate purposes. As of September 30, 2016 , the Company's unused borrowing capacity was $12.7 million , based on the asset pool availability governed by the Credit Facility. As of September 30, 2016 and December 31, 2015 , the Company had $304.0 million outstanding under the Credit Facility. Borrowings under the Credit Facility bear interest, at the OP's election, at either (i) the base rate (which is defined in the Credit Facility as the greatest of (a) the prime rate in effect on such day, (b) the federal funds effective rate in effect on such day plus 0.50% , and (c) LIBOR for a one month interest period plus 1.0% ) plus an applicable spread ranging from 0.35% to 1.00% , depending on the Company's consolidated leverage ratio, or (ii) LIBOR for the applicable interest period plus an applicable spread ranging from 1.35% to 2.00% , depending on the Company's consolidated leverage ratio. As of September 30, 2016 , the weighted average interest rate on the Credit Facility was 1.87% . The Credit Facility requires the Company to pay an unused fee per annum of 0.25% and 0.15% , if the unused balance exceeds, or is equal to or less than, 50.0% of the available facility, respectively. The Credit Facility provides for quarterly interest payments for each base rate loan and periodic interest payments for each LIBOR loan, based upon the applicable interest period (though no longer than three months) with respect to such LIBOR loan, with all principal outstanding being due on the maturity date. The Credit Facility will mature on December 2, 2018 , provided that the OP, subject to certain conditions, may elect to extend the maturity date one year to December 2, 2019 . The Credit Facility may be prepaid at any time, in whole or in part, without premium or penalty. In the event of a default, the lenders have the right to terminate their obligations under the Credit Facility and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Company, certain of its wholly-owned subsidiaries and certain wholly-owned subsidiaries of the OP guarantee the obligations under the Credit Facility. The Credit Facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of September 30, 2016 , the Company was in compliance with the financial covenants under the Credit Facility. |
Mortgage Notes Payable
Mortgage Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Note 6 — Mortgage Notes Payable The Company's mortgage notes payable as of September 30, 2016 and December 31, 2015 consist of the following: Outstanding Loan Amount as of Effective Interest Rate as of Portfolio Encumbered Properties September 30, December 31, September 30, December 31, Interest Rate Maturity Date (In thousands) (In thousands) Liberty Crossing 1 $ 11,000 $ 11,000 4.66 % 4.66 % Fixed Jul. 2018 San Pedro Crossing 1 17,985 17,985 3.79 % 3.79 % Fixed Jan. 2018 Tiffany Springs MarketCenter 1 33,802 33,802 3.92 % 3.92 % Fixed (1) Oct. 2018 Shops at Shelby Crossing 1 23,500 23,781 4.97 % 4.97 % Fixed Mar. 2024 Patton Creek 1 41,834 42,377 5.76 % 5.76 % Fixed Dec. 2020 Gross mortgage notes payable 5 128,121 128,945 4.76 % (2) 4.76 % (2) Deferred financing costs, net of accumulated amortization (1,359 ) (1,694 ) Mortgage notes payable, net of deferred financing costs $ 126,762 $ 127,251 _________________________________ (1) Fixed as a result of entering into a swap agreement. (2) Calculated on a weighted-average basis for all mortgages outstanding as of the dates indicated. As of September 30, 2016 and December 31, 2015 , the Company had pledged $216.1 million and $219.5 million , respectively, in real estate investments as collateral for these mortgage notes payable. This collateral is not available to satisfy other debts and obligations until the mortgage notes payable obligations have been satisfied. The following table summarizes the scheduled aggregate principal payments for the Company's aggregate long-term debt obligations for the five years subsequent to September 30, 2016 : (In thousands) Future Principal Payments on Mortgage Notes Payable Future Principal Payments on Credit Facility Total Future Principal Payments on Long-Term Debt Obligations October 1, 2016 to December 31, 2016 $ 289 $ — $ 289 2017 1,185 — 1,185 2018 64,039 304,000 368,039 2019 1,322 — 1,322 2020 39,609 — 39,609 Thereafter 21,677 — 21,677 $ 128,121 $ 304,000 $ 432,121 The Company's mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of September 30, 2016 , the Company was in compliance with financial covenants under its mortgage notes payable agreements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 7 — Fair Value of Financial Instruments The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 — Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. Although the Company has determined that the majority of the inputs used to value its derivative fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparty. However, as of September 30, 2016 and December 31, 2015 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative position and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivative. As a result, the Company has determined that its derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. 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. The following table presents information about the Company's assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 , aggregated by the level in the fair value hierarchy within which those instruments fall: (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total September 30, 2016 Interest rate swap $ — $ (567 ) $ — $ (567 ) December 31, 2015 Interest rate swap $ — $ (415 ) $ — $ (415 ) A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets and liabilities. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2016 . There were no transfers into or out of Level 3 of the fair value hierarchy during the nine months ended September 30, 2016 . The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and distributions payable approximates their carrying value on the accompanying consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the accompanying consolidated balance sheets are reported in the following table: Carrying Amount at Fair Value at Carrying Amount at Fair Value at (In thousands) Level September 30, 2016 September 30, 2016 December 31, 2015 December 31, 2015 Gross mortgage notes payable and mortgage premiums, net 3 $ 132,144 $ 134,834 $ 133,709 $ 134,707 Credit Facility 3 $ 304,000 $ 304,000 $ 304,000 $ 304,000 The fair value of mortgage notes payable is estimated by an independent third party using a discounted cash flow analysis, based on management's estimates of market interest rates. Advances under the Credit Facility are considered to be reported at fair value, because its interest rate varies with changes in LIBOR, and there has not been a significant change in the credit risk of the Company or credit markets since origination. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Note 8 — Derivatives and Hedging Activities Risk Management Objective of Using Derivatives The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its related parties may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. Cash Flow Hedges of Interest Rate Risk The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2016, such derivatives have been used to hedge the variable cash flows associated with variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next 12 months, the Company estimates that an additional $0.3 million will be reclassified from other comprehensive loss as an increase to interest expense. As of September 30, 2016 and December 31, 2015 , the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: September 30, 2016 December 31, 2015 Interest Rate Derivative Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest Rate Swap 1 $ 34,098 1 $ 34,098 The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the accompanying consolidated balance sheets as of September 30, 2016 and December 31, 2015 : (In thousands) Balance Sheet Location September 30, 2016 December 31, 2015 Derivatives designated as hedging instruments: Interest Rate Swap Derivatives, at fair value $ (567 ) $ (415 ) The table below details the location in the accompanying consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2016 and 2015 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2016 2015 2016 2015 Amount of gain (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) $ 118 $ (390 ) $ (452 ) $ (779 ) Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion) $ (97 ) $ (124 ) $ (301 ) $ (371 ) Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) * $ 2 $ (2 ) $ (1 ) $ (3 ) _________________________________ * The Company reclassified approximately $2,000 of other comprehensive income and $1,000 of other comprehensive loss to interest expense during the three and nine months ended September 30, 2016 , respectively, and reclassified $2,000 and $3,000 of other comprehensive loss to interest expense during the three and nine months ended September 30, 2015 , which represented the ineffective portion of the change in fair value of the derivative. Offsetting Derivatives The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2016 and December 31, 2015 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets: Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Liabilities Gross Amounts Offset on the Balance Sheet Net Amounts of Liabilities presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount September 30, 2016 $ (567 ) $ — $ (567 ) $ — $ — $ (567 ) December 31, 2015 $ (415 ) $ — $ (415 ) $ — $ — $ (415 ) Derivatives Not Designated as Hedges Derivatives not designated as hedges are not speculative. These derivatives may be used to manage the Company's exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements to be classified as hedging instruments. As of September 30, 2016 and December 31, 2015 , the Company does not have any hedging instruments that do not qualify for hedge accounting. Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of September 30, 2016 , the fair value of derivatives in a net liability position including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $0.6 million . As of September 30, 2016 , the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. 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 of $0.6 million at September 30, 2016 . |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Common Stock | Note 9 — Common Stock As of September 30, 2016 and December 31, 2015 , the Company had 99.3 million and 96.9 million shares of common stock outstanding, respectively, including unvested restricted shares and shares issued pursuant to the DRIP. In September 2011, the Company's board of directors authorized, and the Company declared, a distribution payable on a monthly basis to stockholders of record on each day at a rate equal to $0.0017534247 per day, which is equivalent to $0.64 per annum, per share of common stock. Distributions began to accrue on June 8, 2012, the date of the Company's initial property acquisition. In March 2016, the Company’s board of directors ratified the existing distribution amount equivalent to $0.64 per annum, and, for calendar year 2016, affirmed a change to the daily distribution amount to $0.0017486339 per day per share of common stock, effective January 1, 2016, to reflect that 2016 is a leap year. The distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured. On March 7, 2016, the Company's board of directors approved an estimated net asset value per share of the Company's common stock ("Estimated Per-Share NAV) as of December 31, 2015, which was published on March 11, 2016. The Company intends to publish subsequent valuations of Estimated Per-Share NAV periodically at the discretion of the Company's board of directors, provided that such valuations will be made at least once annually. The Estimated Per-Share NAV does not represent: (1) the amount at which the Company's shares would trade on a national securities exchange, (2) the amount a stockholder would obtain if he or she tried to sell his or her shares or (3) the amount stockholders would receive if the Company liquidated its assets and distributed the proceeds after paying all of its expenses and liabilities. In addition, the Estimated Per-Share NAV does not reflect events subsequent to December 31, 2015 that would have affected the Company's net asset value. Share Repurchase Program The Company's board of directors adopted a share repurchase program (as amended and restated, the "SRP"), which enabled stockholders to sell their shares back to the Company after they had held them for at least one year, subject to certain conditions and limitations. Under the SRP, the Company could repurchase shares on a semiannual basis, at each six-month period ending June 30 and December 31. On June 29, 2016, the board of directors of the Company determined to amend the SRP to provide for one twelve-month repurchase period for calendar year 2016 instead of two semi-annual periods ending June 30 and December 31. Subsequently, on September 6, 2016, in contemplation of the Mergers, the board of directors determined to suspend the SRP, effective September 8, 2016. Prior to March 11, 2016, the date the Company first published its Estimated Per-Share NAV, the purchase price per share for requests other than for death or disability under the SRP was as follows: • after one year from the purchase date — the lower of $9.25 or 92.5% of the amount actually paid for each share; • after two years from the purchase date —the lower of $9.50 or 95.0% of the amount actually paid for each share; • after three years from the purchase date — the lower of $9.75 or 97.5% of the amount actually paid for each share; and • after four years from the purchase date — the lower of $10.00 or 100.0% of the amount actually paid for each share. In the case of requests for death or disability prior to March 11, 2016, the repurchase price per share was equal to the price paid to acquire the shares from the Company. Beginning with March 11, 2016 and through the date the SRP was suspended, the repurchase price per share for requests other than for death or disability were as follows: • after one year from the purchase date — 92.5% of the then-current Estimated Per-Share NAV; • after two years from the purchase date — 95.0% of the then-current Estimated Per-Share NAV; • after three years from the purchase date — 97.5% of the then-current Estimated Per-Share NAV; and • after four years from the purchase date — 100.0% of the then-current Estimated Per-Share NAV. Beginning with March 11, 2016 and through the date the SRP was suspended, in the case of requests for death or disability, the repurchase price per share was equal to the then-current Estimated Per-Share NAV at the time of repurchase. Under the SRP, repurchases at each semiannual period were limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuant to the SRP for any given semiannual period were limited to proceeds received during that same semiannual period through the issuance of common stock pursuant to the DRIP. When a stockholder requested repurchases and the repurchases were approved by the Company's board of directors, it reclassified such obligation from equity to a liability based on the settlement value of the obligation. The following table summarizes the share repurchases cumulatively through September 30, 2016 : Number of Shares Repurchased Weighted-Average Price per Share Cumulative repurchases as of December 31, 2015 1,355,162 $ 9.48 Nine months ended September 30, 2016 2,500 10.00 Cumulative repurchases as of September 30, 2016 1,357,662 $ 9.48 During the nine months ended September 30, 2016 , 3.1 million shares were requested for repurchase and were not fulfilled. The SRP was suspended effective as of September 8, 2016. The Company's board of directors reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase, change the purchase price for repurchases or otherwise amend the terms of, suspend or terminate the SRP pursuant to any applicable notice requirements under the SRP. Distribution Reinvestment Plan Pursuant to the DRIP, stockholders could elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. In contemplation of the Mergers, the Company determined to suspend the DRIP, effective on August 30, 2016. Accordingly, the final issuance of shares of common stock pursuant to the DRIP prior to the suspension occurred in connection with the Company's July 2016 distribution, paid in August 2016. Until March 2016, the Company offered shares pursuant to the DRIP at $9.50 per share. From April 2016 through the date the DRIP was suspended, the Company offered shares pursuant to the DRIP at the then-current Estimated Per-Share NAV. No dealer manager fees or selling commissions were paid with respect to shares purchased pursuant to the DRIP. Participants who purchased shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the IPO. Shares issued under the DRIP are recorded to equity in the accompanying consolidated balance sheet in the period distributions are declared. During the nine months ended September 30, 2016 , the Company issued 2.4 million shares of common stock with a value of $22.0 million pursuant to the DRIP. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Future Minimum Ground Lease Payments The Company entered into a ground lease agreement related to a certain acquisition with a leasehold interest arrangement. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter: (In thousands) Future Minimum Base Rent Payments October 1, 2016 to December 31, 2016 $ 127 2017 514 2018 524 2019 535 2020 546 Thereafter 9,376 $ 11,622 Total ground rent expense was $0.4 million and $0.5 million during the nine months ended September 30, 2016 and 2015 , respectively. Total ground rent expense was $0.1 million and $0.2 million during the three months ended September 30, 2016 and 2015 , respectively. Ground rent expense is included in property operating expense on the consolidated statements of operations and comprehensive loss. Litigation and Regulatory Matters In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. On April 29, 2016, the Company filed its proxy statement (the "Proxy Statement") for its 2016 annual meeting of stockholders (the "Annual Meeting"). Among other things, the Proxy Statement contained proposals soliciting the approval of certain amendments to the Company’s charter (the "Charter"). On May 26, 2016, a lawsuit (the "Derivative Litigation") was brought in the United States District Court for the Southern District of New York by Stuart Simpson, individually on behalf of himself and derivatively on behalf of the Company, against the Company's board of directors seeking an injunction of the stockholder vote at the Annual Meeting unless and until the Company addressed certain alleged misstatements or deficiencies in the Proxy Statement relating to certain of the proposals relating to certain of the proposed amendments to the Charter (the "Withdrawn Charter Amendment Proposals"). The Derivative Litigation was filed after disclosure in the press regarding a potential transaction. In light of the continued evaluation of the proposal by the Company's special committee comprised entirely of independent directors (the "Special Committee") and its advisors including discussions between the Special Committee and the special committee formed by AFIN, and taking into account, among other things, the Derivative Litigation, the Company decided to withdraw the Withdrawn Charter Amendment Proposals from the agenda for the Annual Meeting and the Proxy Statement. On June 8, 2016, the Company's board of directors entered into a memorandum of understanding (the "MOU") to settle the Derivative Litigation. Pursuant to the MOU, the Derivative Litigation was stayed pending approval by the court of a definitive settlement agreement. The parties later agreed to a Stipulation and Agreement of Settlement, under which the Company agreed to pay plaintiff’s counsel $0.8 million . On September 8, 2016, the plaintiff filed an unopposed motion for preliminary approval of the settlement. The court preliminarily approved the settlement by order dated September 13, 2016, and gave it final approval by order dated November 9, 2016. The action has now been dismissed with prejudice. The Company's directors, as defendants in the Derivative Litigation, denied all allegations of wrongdoing. There are no other material legal or regulatory proceedings pending or known to be contemplated against the Company. 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. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on its financial position or results of operations. |
Related Party Transactions and
Related Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Note 11 — Related Party Transactions and Arrangements AR Capital, LLC, the former parent of the Sponsor, and American Realty Capital Retail Special Limited Partnership, LLC, an entity controlled by the Sponsor, owned 200,720 and 242,222 shares of the Company's outstanding common stock as of September 30, 2016 and December 31, 2015 , respectively. The Company is the sole general partner and holds substantially all the OP Units. The Advisor, a limited partner in the OP, holds 202 OP Units as of September 30, 2016 and December 31, 2015 , which represents a nominal percentage of the aggregate OP ownership. After holding the OP Units for a period of one year, or upon liquidation of the OP or sale of substantially all of the assets of the OP, holders of OP Units have the right to convert OP Units for the cash value of a corresponding number of shares of the Company's common stock or, at the option of the OP, a corresponding number of shares of the Company's common stock, in accordance with the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. Realty Capital Securities, LLC (the " Former Dealer Manager ") served as the dealer manager of the IPO. American National Stock Transfer, LLC ("ANST"), a subsidiary of the parent company of the Former Dealer Manager, provided other general professional services through January 2016. RCS Capital Corporation ("RCAP"), the parent company of the Former Dealer Manager and certain of its affiliates that provided services to the Company, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was under common control with the Parent of the Sponsor. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc. Fees and Participations Paid in Connection With the Operations of the Company The Advisor is paid an acquisition fee equal to 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for any loan or other investment. The Advisor is also paid for services provided for which it incurs investment-related expenses, or insourced expenses. Such insourced expenses will be fixed initially at, and may not exceed, 0.5% of the contract purchase price and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company pays third party acquisition expenses. Once the proceeds from the IPO have been fully invested, the aggregate amount of acquisition fees and financing coordination fees (as described below) will not exceed 1.5% of the contract purchase price and the amount advanced for a loan or other investment, as applicable, for all the assets acquired. In no event will the total of all acquisition fees and acquisition expenses (including any financing coordination fees) payable with respect to the Company's portfolio of investments or reinvestments exceed 4.5% of the contract purchase price to be measured at the close of the acquisition phase or 4.5% of the amount advanced for all loans or other investments. If the Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company will pay the Advisor a financing coordination fee equal to 1.0% of the amount available or outstanding under such financing, subject to certain limitations. For periods prior to April 1, 2015, in connection with the asset management services provided by the Advisor, the Company issued to the Advisor an asset management subordinated participation by causing the OP to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted, forfeitable Class B Units. Class B Units are intended to be profit interests which will vest, and no longer be subject to forfeiture, at such time as: (x) the value of the OP's assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 7.0% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following occurs: (1) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; (2) a listing of the Company's common stock on a national securities exchange; or (3) another liquidity event; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). Unvested Class B Units will be forfeited immediately if: (a) the advisory agreement is terminated other than by an affirmative vote of a majority of the Company's independent directors without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the Company's independent directors without cause before the economic hurdle has been met. When approved by the board of directors, the Class B Units were issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. The number of Class B Units issued in any quarter was equal to the cost of the Company's assets multiplied by 0.1875% , divided by the value of one share of common stock as of the last day of such calendar quarter, which was equal initially to $9.00 (the initial offering price in the IPO minus selling commissions and dealer manager fees). As of September 30, 2016 , the Company could not determine the probability of achieving the performance condition. The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. The Advisor receives distributions on the vested and unvested Class B Units it received in connection with its asset management subordinated participation at the same rate as distributions received on the Company's common stock. Such distributions on issued Class B Units are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss until the performance condition is considered probable to occur. As of September 30, 2016 , the Company's board of directors has approved the issuance of and the OP has issued 479,802 Class B Units to the Advisor in connection with this arrangement on a cumulative basis. Effective April 1, 2015: i. for any period commencing on or after April 1, 2015, the Company pays the Advisor or its assignees as compensation for services rendered in connection with the management of the Company’s assets an Asset Management Fee (as defined in the advisory agreement) equal to 0.0625% per month of the Cost of Assets (as defined in the advisory agreement) or, once the Company begins disclosing Estimated Per-Share NAV in periodic or current reports filed with the SEC, 0.0625% of the lower of the Cost of Assets and the fair market value of the Company's assets as reported in the applicable periodic or current report filed with the SEC disclosing Estimated Per-Share NAV; ii. such Asset Management Fee is payable monthly in arrears in cash, in shares of common stock, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor; and iii. the Company shall not cause the OP to issue any Class B Units in respect of periods subsequent to March 31, 2015. In connection with property management and leasing services, unless the Company contracts with a third party, the Company will pay to an affiliate of the Advisor a property management fee of 2.0% of gross revenues from the Company's stand-alone single-tenant net leased properties which are not part of a shopping center and 4.0% of gross revenues from all other types of properties. The Company will also reimburse the affiliate for property level expenses. If the Company contracts directly with third parties for such services, the Company will pay them customary market fees. In connection with any construction, renovation or tenant finish-out on any property, the Company will pay the Advisor 6.0% of the hard costs of the construction, renovation and/or tenant finish-out, as applicable. In connection with the Merger Agreement, the Advisor, as the Company's property manager and leasing agent, assigned the Company's existing property management agreement and existing leasing agreement to American Finance Properties, LLC, AFIN's property manager, effective as of and subject to and contingent upon the closing of the Mergers. The Company reimburses the Advisor's costs of providing administrative services, subject to the limitation that it will not reimburse the Advisor for any amount by which the Company's operating expenses (including the asset management fee, as applicable) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets, or (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash expenses and excluding any gain from the sale of assets for that period, unless the Company's independent directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, in which case the excess amount may be reimbursed to the Advisor in subsequent periods. Additionally, the Company reimburses the Advisor for personnel costs in connection with operational and administrative services; however, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees, acquisition expenses or real estate commissions. The Company will not reimburse the Advisor for salaries and benefits paid to the Company's executive officers. During the three and nine months ended September 30, 2016 , the Company incurred $0.6 million and $1.6 million , respectively, of reimbursements from the Advisor for providing operational and administrative services. During the three and nine months ended September 30, 2015 , the Company incurred $0.3 million of reimbursements from the Advisor for providing operational and administrative services. These reimbursements are included in general and administrative expense on the consolidated statements of operations and comprehensive loss. In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to waive certain fees. Because the Advisor may waive certain fees, cash flows from operations that would have been paid to the Advisor may be available to pay distributions. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs and/or property operating costs. No general and administrative costs or property operating costs of the Company were absorbed by the Advisor during the three and nine months ended September 30, 2016 and 2015 . The following table details amounts incurred during the three and nine months ended September 30, 2016 and 2015 and amounts contractually due as of September 30, 2016 and December 31, 2015 in connection with the operations related services described above. Amounts below are inclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor's exclusive service agreement with Lincoln: Three Months Ended September 30, Nine Months Ended September 30, Payable as of (In thousands) 2016 2015 2016 2015 September 30, December 31, One-time fees and reimbursements: Acquisition fees and related cost reimbursements $ — $ 4,150 $ — $ 7,188 $ — $ — Financing coordination fees — 426 — 426 — — Ongoing fees: Asset management fees 2,251 1,792 6,746 3,249 — — Property management and leasing fees 1,809 1,426 4,875 3,604 577 452 Professional fees and other reimbursements 673 1,146 2,056 3,062 310 376 Distributions on Class B Units 74 74 221 169 — — Total related party operation fees and reimbursements $ 4,807 $ 9,014 $ 13,898 $ 17,698 $ 887 $ 828 The predecessor to the Parent of the Sponsor was a party to a services agreement with RCS Advisory Services, LLC, a subsidiary of the parent company of the Former Dealer Manager (“RCS Advisory”), pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by AR Global with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to AR Global instructed RCS Advisory to stop providing such services in November 2015, and no services have since been provided by RCS Advisory. The Company was also party to a transfer agency agreement with ANST, pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end Internal Revenue Service ("IRS") reporting and other services), and supervisory services overseeing the transfer agency services performed by DST Systems, Inc., a third-party transfer agent ("DST"). The Parent of the Sponsor received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). Fees and Participations Paid in Connection with Liquidation or Listing The Company will pay a brokerage commission to the Advisor or its affiliates on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and one-half of the total brokerage commission paid, if a third party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in light of the size, type and location of the property, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. No such amounts were incurred during the three and nine months ended September 30, 2016 and 2015 . The Advisor is entitled to receive a subordinated participation in the net sales proceeds of the sale of real estate assets of 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 7.0% cumulative, pre-tax non-compounded annual return on the capital contributed by investors. The Company cannot assure that it will provide this 7.0% annual return and the Advisor will not be entitled to the subordinated participation in net sale proceeds unless the Company's investors have received a 7.0% cumulative non-compounded annual return on their capital contributions plus the 100.0% repayment of capital committed by such investors. No such amounts were incurred during the three and nine months ended September 30, 2016 and 2015 . If the Company's shares of common stock are listed on a national securities exchange, the Advisor will be entitled to receive a subordinated incentive listing distribution from the OP of 15.0% of the amount by which the Company's market value plus distributions paid prior to listing exceeds the aggregate capital contributed by investors plus an amount equal to a 7.0% cumulative, pre-tax non-compounded annual return to investors. The Company cannot assure that it will provide this 7.0% annual return and the Advisor will not be entitled to the subordinated incentive listing distribution unless investors have received a 7.0% cumulative, pre-tax non-compounded annual return on their capital contributions plus the 100.0% repayment of capital committed by such investors. No such distribution was incurred during the three and nine months ended September 30, 2016 and 2015 . Neither the Advisor nor any of its affiliates can earn both the subordinated participation in the net sales proceeds and the subordinated listing distribution. Upon termination or non-renewal of the advisory agreement, the Advisor will be entitled to receive distributions from the OP equal to 15.0% of the amount by which the sum of the Company's market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 7.0% cumulative, pre-tax non-compounded return to investors. The Advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. Upon a merger pursuant to which the Company's stockholders receive cash or the securities of a listed company, as full or partial consideration, or an asset sale, the Advisor will be entitled to receive, in redemption of the Advisor's interest in the OP, distribution from the OP equal to 15.0% of the amount by which the sum of the Company's market value plus the distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 7.0% cumulative, pre-tax non-compounded return to investors. Upon the closing of the Mergers, if the Mergers are consummated, the Advisor will receive a cash payment, to be determined in accordance with the foregoing. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2016 | |
Economic Dependency [Abstract] | |
Economic Dependency | Note 12 — Economic Dependency Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor 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, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Note 13 — Share-Based Compensation Stock Option Plan The Company has a stock option plan (the "Plan") which authorizes the grant of nonqualified stock options to the Company's independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for stock options granted to the independent directors under the Plan will be equal to the fair market value, as defined in the Plan, of a share on the last business day preceding the annual meeting of stockholders. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of September 30, 2016 and December 31, 2015 , no stock options were issued under the Plan. Pursuant to the Merger Agreement, the board of directors terminated the Plan, effective as of and subject to and contingent upon the closing of the Merger. Restricted Share Plan The Company has an employee and director incentive restricted share plan (the "RSP"), which provides for the automatic grant of 3,000 restricted shares of common stock to each of the independent directors, without any further approval by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholders' meeting. Restricted stock issued to independent directors will vest over a five -year period following the date of grant in increments of 20.0% per annum. However, pursuant to the Merger Agreement, if the Merger is consummated, any issued and outstanding restricted shares of the Company's common stock will fully vest immediately prior to the Effective Time, and the RSP will terminate, effective as of and subject to and contingent upon the closing of the Merger. The RSP provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. The total number of shares of common stock granted under the RSP may not exceed 5.0% of the Company's outstanding shares of common stock on a fully diluted basis at any time and in any event will not exceed 7.5 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time. For restricted share awards granted prior to 2015, such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. Restricted share awards granted during or after 2015 provide for accelerated vesting of the portion of the unvested shares scheduled to vest in the year of the recipient's voluntary termination or the failure to be re-elected to the board. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock are subject to the same restrictions as the underlying restricted shares. The following table reflects restricted share award activity for the nine months ended September 30, 2016 : Number of Shares of Restricted Stock Weighted-Average Issue Price Per Share Unvested, December 31, 2015 11,400 $ 9.00 Granted 6,000 9.00 Vested (1,800 ) 9.00 Unvested, September 30, 2016 15,600 $ 9.00 As of September 30, 2016 , the Company had $0.1 million of unrecognized compensation cost related to unvested restricted share awards granted under the Company's RSP. That cost is expected to be recognized over a weighted-average period of 3.0 years . The fair value of the restricted shares is being expensed in accordance with the service period required. Compensation expense related to restricted stock was approximately $19,000 and $23,000 during the three months ended September 30, 2016 and 2015 , respectively. Compensation expense related to restricted stock was approximately $34,000 and $42,000 during the nine months ended September 30, 2016 and 2015 , respectively. Compensation expense related to restricted stock is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss. Other Share-Based Compensation The Company may issue common stock in lieu of cash to pay fees earned by the Company's directors, at each director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no shares of common stock issued to directors in lieu of cash compensation during the nine months ended September 30, 2016 and 2015 . |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 14 — Net Loss Per Share The following is a summary of the basic and diluted net loss per share computation for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share amounts) 2016 2015 2016 2015 Basic and diluted net loss $ (2,986 ) $ (6,108 ) $ (7,179 ) $ (1,063 ) Basic and diluted weighted-average shares outstanding 99,152,942 96,400,048 98,323,350 95,439,305 Basic and diluted net loss per share $ (0.03 ) $ (0.06 ) $ (0.07 ) $ (0.01 ) The Company had the following common share equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share as their effect would have been antidilutive for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Unvested restricted stock (1) 13,774 17,217 12,033 15,596 OP Units 202 202 202 202 Class B Units (2) 479,802 479,802 479,802 364,049 Total common stock equivalents 493,778 497,221 492,037 379,847 _____________________ (1) Weighted-average number of shares of unvested restricted stock outstanding for the periods presented. There were 15,600 and 18,000 shares of unvested restricted stock outstanding as of September 30, 2016 and 2015 , respectively. (2) Weighted-average number of issued and unvested Class B Units outstanding for the periods presented. As of September 30, 2016 and 2015 , the Company's board of directors had approved the issuance of 479,802 Class B Units. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 — Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q , and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2015, the FASB amended the accounting for consolidation of certain legal entities. The amendments modify the evaluation of whether certain legal entities are VIEs or voting interest entities, eliminate the presumption that a general partner should consolidate a limited partnership and affect the consolidation analysis of reporting entities that are involved with VIEs (particularly those that have fee arrangements and related party relationships). The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption was permitted, including adoption in an interim period. The Company elected to adopt this guidance effective January 1, 2016. The Company has evaluated the impact of the adoption of the new guidance on its consolidated financial statements and has determined the Company’s OP is considered a VIE. However, the Company meets the disclosure exemption criteria as the Company is the primary beneficiary of the VIE and the Company’s partnership interest is considered a majority voting interest in a business and the assets of the OP can be used for purposes other than settling its obligations, such as paying distributions. As such, the new guidance did not have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB amended the presentation of debt issuance costs on the balance sheet. The amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption was permitted for financial statements that have not previously been issued. The Company elected to adopt this guidance effective January 1, 2016. As a result, the Company reclassified $1.4 million and $1.7 million of deferred debt issuance costs related to the Company's mortgage notes payable from deferred costs, net to mortgage notes payable in the Company's consolidated balance sheets as of September 30, 2016 and December 31, 2015 , respectively. As permitted under the revised guidance, the Company elected to not reclassify the deferred debt issuance costs associated with its Credit Facility (as defined in Note 5 — Credit Facility ). The deferred debt issuance costs associated with the Credit Facility, net of accumulated amortization, and deferred leasing costs, net of accumulated amortization, are included in deferred costs, net on the Company's accompanying consolidated balance sheets as of September 30, 2016 and December 31, 2015 . In March 2016, the FASB issued an update that changes the accounting for certain aspects of share-based compensation. Among other things, the revised guidance allows companies to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The revised guidance is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company has adopted the provisions of this guidance beginning January 1, 2016, electing to account for forfeitures when they occur, and determined that there was no impact to the Company’s consolidated financial position, results of operations and cash flows. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued revised guidance relating to revenue recognition. Under the revised guidance, an entity is required to recognize revenue when it transfers 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 guidance was to become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption was not permitted under GAAP. In July 2015, the FASB deferred the effective date of the revised guidance by one year to annual reporting periods beginning after December 15, 2017, although entities will be allowed to early adopt the guidance as of the original effective date. The revised guidance allows entities to apply the full retrospective or modified retrospective transition method upon adoption. The Company has not yet selected a transition method and is currently evaluating the impact of the new guidance. In January 2016, the FASB issued an update that amends the recognition and measurement of financial instruments. The new guidance revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for most of the amendments in the update. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued an update which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both l essees and lessors. The new guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The revised guidance supersedes previous leasing standards and is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting the new guidance. In March 2016, the FASB issued an update on the accounting for derivative contracts. Under the new guidance, the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The hedge accounting relationship could continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The guidance is effective for fiscal years beginning after December 15, 2016, and interim periods therein. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance. In March 2016, the FASB issued guidance which requires an entity to determine whether the nature of its promise to provide goods or services to a customer is performed in a principal or agent capacity and to recognize revenue in a gross or net manner based on its principal/agent designation. This guidance is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. In August 2016, the FASB issued guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The revised guidance is effective for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. In October 2016, the FASB issued guidance relating to interest held through related parties that are under common control, where a reporting entity will need to evaluate if it should consolidate a VIE. The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The revised guidance is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table presents the allocation of real estate assets acquired and liabilities assumed during the nine months ended September 30, 2015 . There were no real estate assets acquired or liabilities assumed during the nine months ended September 30, 2016 : (Dollar amounts in thousands) Nine Months Ended September 30, 2015 Real estate investments, at cost: Land $ 116,657 Buildings, fixtures and improvements 328,522 Total tangible assets 445,179 Acquired intangibles: In-place leases 62,996 Above-market lease assets 9,990 Below-market lease liabilities (36,504 ) Total intangible real estate investments, net 36,482 Total assets acquired, net 481,661 Mortgage notes payable assumed or used to acquire real estate investments (42,612 ) Premiums on mortgage notes payable assumed (4,839 ) Cash paid for acquired real estate investments $ 434,210 Number of properties purchased 15 |
Schedule of Intangible Assets and Goodwill | Total acquired intangible lease assets and liabilities consist of the following as of September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 158,414 $ 51,434 $ 106,980 $ 168,293 $ 34,298 $ 133,995 Above-market leases 21,663 6,630 15,033 22,583 4,547 18,036 Below-market ground lease 1,578 68 1,510 1,578 39 1,539 Total acquired intangible lease assets $ 181,655 $ 58,132 $ 123,523 $ 192,454 $ 38,884 $ 153,570 Intangible liabilities: Below-market lease liabilities $ 83,492 $ 10,785 $ 72,707 $ 84,837 $ 6,734 $ 78,103 |
Finite-lived Intangible Assets Amortization Expense | The following table presents amortization expense and adjustments to revenue and property operating expense for intangible assets and liabilities for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2016 2015 2016 2015 In-place leases $ 8,393 $ 8,244 $ 27,026 $ 20,358 Total added to depreciation and amortization $ 8,393 $ 8,244 $ 27,026 $ 20,358 Above-market lease assets $ (875 ) $ (718 ) $ (3,005 ) $ (1,916 ) Below-market lease liabilities 1,812 1,980 5,483 4,378 Total added to rental income $ 937 $ 1,262 $ 2,478 $ 2,462 Below-market ground lease asset $ 10 $ 10 $ 29 $ 29 Total added to property operating expense $ 10 $ 10 $ 29 $ 29 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the projected amortization expense and adjustments to revenue and property operating expense for intangible assets and liabilities for the next five years: (In thousands) October 1, 2016 to 2017 2018 2019 2020 In-place leases $ 7,478 $ 26,558 $ 20,030 $ 13,858 $ 9,423 Total to be added to depreciation and amortization $ 7,478 $ 26,558 $ 20,030 $ 13,858 $ 9,423 Above-market lease assets $ (862 ) $ (3,319 ) $ (2,459 ) $ (1,733 ) $ (1,134 ) Below-market lease liabilities 1,627 6,261 5,719 5,190 4,701 Total to be added to rental income $ 765 $ 2,942 $ 3,260 $ 3,457 $ 3,567 Below-market ground lease asset $ 10 $ 39 $ 39 $ 39 $ 39 Total to be added to property operating expense $ 10 $ 39 $ 39 $ 39 $ 39 |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents future minimum base rent payments on a cash basis due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items: (In thousands) Future Minimum Base Rent Payments October 1, 2016 to December 31, 2016 $ 23,658 2017 92,972 2018 80,703 2019 63,924 2020 52,382 Thereafter 200,493 $ 514,132 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table lists the states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of September 30, 2016 and 2015 : September 30, State 2016 2015 Texas 12.7% 12.5% North Carolina 11.7% 11.8% |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company's mortgage notes payable as of September 30, 2016 and December 31, 2015 consist of the following: Outstanding Loan Amount as of Effective Interest Rate as of Portfolio Encumbered Properties September 30, December 31, September 30, December 31, Interest Rate Maturity Date (In thousands) (In thousands) Liberty Crossing 1 $ 11,000 $ 11,000 4.66 % 4.66 % Fixed Jul. 2018 San Pedro Crossing 1 17,985 17,985 3.79 % 3.79 % Fixed Jan. 2018 Tiffany Springs MarketCenter 1 33,802 33,802 3.92 % 3.92 % Fixed (1) Oct. 2018 Shops at Shelby Crossing 1 23,500 23,781 4.97 % 4.97 % Fixed Mar. 2024 Patton Creek 1 41,834 42,377 5.76 % 5.76 % Fixed Dec. 2020 Gross mortgage notes payable 5 128,121 128,945 4.76 % (2) 4.76 % (2) Deferred financing costs, net of accumulated amortization (1,359 ) (1,694 ) Mortgage notes payable, net of deferred financing costs $ 126,762 $ 127,251 _________________________________ (1) Fixed as a result of entering into a swap agreement. (2) Calculated on a weighted-average basis for all mortgages outstanding as of the dates indicated. |
Schedule of Maturities of Long-term Debt | The following table summarizes the scheduled aggregate principal payments for the Company's aggregate long-term debt obligations for the five years subsequent to September 30, 2016 : (In thousands) Future Principal Payments on Mortgage Notes Payable Future Principal Payments on Credit Facility Total Future Principal Payments on Long-Term Debt Obligations October 1, 2016 to December 31, 2016 $ 289 $ — $ 289 2017 1,185 — 1,185 2018 64,039 304,000 368,039 2019 1,322 — 1,322 2020 39,609 — 39,609 Thereafter 21,677 — 21,677 $ 128,121 $ 304,000 $ 432,121 |
Fair Value of Financial Instr25
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The fair values of the Company's remaining financial instruments that are not reported at fair value on the accompanying consolidated balance sheets are reported in the following table: Carrying Amount at Fair Value at Carrying Amount at Fair Value at (In thousands) Level September 30, 2016 September 30, 2016 December 31, 2015 December 31, 2015 Gross mortgage notes payable and mortgage premiums, net 3 $ 132,144 $ 134,834 $ 133,709 $ 134,707 Credit Facility 3 $ 304,000 $ 304,000 $ 304,000 $ 304,000 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company's assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 , aggregated by the level in the fair value hierarchy within which those instruments fall: (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total September 30, 2016 Interest rate swap $ — $ (567 ) $ — $ (567 ) December 31, 2015 Interest rate swap $ — $ (415 ) $ — $ (415 ) |
Derivatives and Hedging Activ26
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) | The table below details the location in the accompanying consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2016 and 2015 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2016 2015 2016 2015 Amount of gain (loss) recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) $ 118 $ (390 ) $ (452 ) $ (779 ) Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion) $ (97 ) $ (124 ) $ (301 ) $ (371 ) Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) * $ 2 $ (2 ) $ (1 ) $ (3 ) _________________________________ * The Company reclassified approximately $2,000 of other comprehensive income and $1,000 of other comprehensive loss to interest expense during the three and nine months ended September 30, 2016 , respectively, and reclassified $2,000 and $3,000 of other comprehensive loss to interest expense during the three and nine months ended September 30, 2015 , which represented the ineffective portion of the change in fair value of the derivative. |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the accompanying consolidated balance sheets as of September 30, 2016 and December 31, 2015 : (In thousands) Balance Sheet Location September 30, 2016 December 31, 2015 Derivatives designated as hedging instruments: Interest Rate Swap Derivatives, at fair value $ (567 ) $ (415 ) |
Schedule of Interest Rate Derivatives | As of September 30, 2016 and December 31, 2015 , the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: September 30, 2016 December 31, 2015 Interest Rate Derivative Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest Rate Swap 1 $ 34,098 1 $ 34,098 |
Offsetting Assets | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2016 and December 31, 2015 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets: Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Liabilities Gross Amounts Offset on the Balance Sheet Net Amounts of Liabilities presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount September 30, 2016 $ (567 ) $ — $ (567 ) $ — $ — $ (567 ) December 31, 2015 $ (415 ) $ — $ (415 ) $ — $ — $ (415 ) |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Class of Treasury Stock | The following table summarizes the share repurchases cumulatively through September 30, 2016 : Number of Shares Repurchased Weighted-Average Price per Share Cumulative repurchases as of December 31, 2015 1,355,162 $ 9.48 Nine months ended September 30, 2016 2,500 10.00 Cumulative repurchases as of September 30, 2016 1,357,662 $ 9.48 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The Company entered into a ground lease agreement related to a certain acquisition with a leasehold interest arrangement. The following table reflects the minimum base cash rental payments due from the Company over the next five years and thereafter: (In thousands) Future Minimum Base Rent Payments October 1, 2016 to December 31, 2016 $ 127 2017 514 2018 524 2019 535 2020 546 Thereafter 9,376 $ 11,622 |
Related Party Transactions an29
Related Party Transactions and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | The following table details amounts incurred during the three and nine months ended September 30, 2016 and 2015 and amounts contractually due as of September 30, 2016 and December 31, 2015 in connection with the operations related services described above. Amounts below are inclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor's exclusive service agreement with Lincoln: Three Months Ended September 30, Nine Months Ended September 30, Payable as of (In thousands) 2016 2015 2016 2015 September 30, December 31, One-time fees and reimbursements: Acquisition fees and related cost reimbursements $ — $ 4,150 $ — $ 7,188 $ — $ — Financing coordination fees — 426 — 426 — — Ongoing fees: Asset management fees 2,251 1,792 6,746 3,249 — — Property management and leasing fees 1,809 1,426 4,875 3,604 577 452 Professional fees and other reimbursements 673 1,146 2,056 3,062 310 376 Distributions on Class B Units 74 74 221 169 — — Total related party operation fees and reimbursements $ 4,807 $ 9,014 $ 13,898 $ 17,698 $ 887 $ 828 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Nonvested Restricted Stock Activity | The following table reflects restricted share award activity for the nine months ended September 30, 2016 : Number of Shares of Restricted Stock Weighted-Average Issue Price Per Share Unvested, December 31, 2015 11,400 $ 9.00 Granted 6,000 9.00 Vested (1,800 ) 9.00 Unvested, September 30, 2016 15,600 $ 9.00 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of the basic and diluted net loss per share computation for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share amounts) 2016 2015 2016 2015 Basic and diluted net loss $ (2,986 ) $ (6,108 ) $ (7,179 ) $ (1,063 ) Basic and diluted weighted-average shares outstanding 99,152,942 96,400,048 98,323,350 95,439,305 Basic and diluted net loss per share $ (0.03 ) $ (0.06 ) $ (0.07 ) $ (0.01 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company had the following common share equivalents on a weighted-average basis that were excluded from the calculation of diluted net loss per share as their effect would have been antidilutive for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Unvested restricted stock (1) 13,774 17,217 12,033 15,596 OP Units 202 202 202 202 Class B Units (2) 479,802 479,802 479,802 364,049 Total common stock equivalents 493,778 497,221 492,037 379,847 _____________________ (1) Weighted-average number of shares of unvested restricted stock outstanding for the periods presented. There were 15,600 and 18,000 shares of unvested restricted stock outstanding as of September 30, 2016 and 2015 , respectively. (2) Weighted-average number of issued and unvested Class B Units outstanding for the periods presented. As of September 30, 2016 and 2015 , the Company's board of directors had approved the issuance of 479,802 Class B Units. |
Organization (Narrative) (Detai
Organization (Narrative) (Details) $ / shares in Units, ft² in Millions, $ in Millions | 74 Months Ended | ||||
Sep. 30, 2016USD ($)ft²property$ / sharesshares | Sep. 06, 2016$ / shares | Dec. 31, 2015$ / sharesshares | Sep. 22, 2014USD ($) | Mar. 17, 2011$ / sharesshares | |
Operations [Line Items] | |||||
Number of real estate properties | property | 35 | ||||
Total real estate investments, at cost | $ | $ 1,200 | ||||
Square Feet | ft² | 7.5 | ||||
Real estate property, occupancy rate | 92.90% | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Maximum amount of offering from universal shelf registration statement | $ | $ 25 | ||||
Common stock, outstanding (in shares) | shares | 99,268,681 | 96,866,152 | |||
Proceeds from issuance of stock | $ | $ 983.8 | ||||
Minimum [Member] | |||||
Operations [Line Items] | |||||
Required occupancy rate for acquisition targets | 80.00% | ||||
Common Stock [Member] | |||||
Operations [Line Items] | |||||
Shares available for issuance under initial public offering (in shares) | shares | 150,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||
Shares issued or available for issuance under initial public offering (in dollars per share) | $ / shares | $ 10 |
Pending Merger Agreement (Narra
Pending Merger Agreement (Narrative) (Details) $ / shares in Units, $ in Millions | Sep. 06, 2016USD ($)$ / shares | Sep. 30, 2016$ / shares | Dec. 31, 2015$ / shares |
Business Acquisition [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
American Finance Trust, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Share conversion ratio | 0.385 | ||
Share price (in usd per share) | $ 0.95 | ||
Go-shop period | 45 days | ||
Termination fee applicable sixteen days after go-shop period | $ | $ 25.6 | ||
OP Units Converted to Limited Partnership Interest of Parent OP [Member] | American Finance Trust, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Share conversion ratio | 0.424 | ||
OP and General Partner Unit Converted to Limited Partnership Interest of Parent OP [Member] | American Finance Trust, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Share conversion ratio | 0.385 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Narrative) (Details) - Accounting Standards Update 2015-03 [Member] - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Mortgage Notes Payable [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred finance costs | $ 1.5 | $ 1.7 |
Deferred Costs, Net [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred finance costs | $ (1.4) | $ (1.7) |
Real Estate Investments (Narrat
Real Estate Investments (Narrative) (Details) | Sep. 30, 2016property |
Real Estate [Abstract] | |
Number of real estate properties | 35 |
Real Estate Investments (Schedu
Real Estate Investments (Schedule of Real Estate Properties) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($)property | |
Business Acquisition [Line Items] | ||
Land | $ 116,657 | |
Buildings, fixtures and improvements | 328,522 | |
Total tangible assets | 445,179 | |
Acquired intangibles: | 36,482 | |
Below-market lease liabilities | (36,504) | |
Total assets acquired, net | 481,661 | |
Mortgage notes payable assumed or used to acquire real estate investments | (42,612) | |
Premiums on mortgage notes payable assumed | (4,839) | |
Cash paid for acquired real estate investments | $ 0 | $ 434,210 |
Number of properties purchased | property | 15 | |
In-place leases [Member] | ||
Business Acquisition [Line Items] | ||
Acquired intangibles: | $ 62,996 | |
Above-market lease assets [Member] | ||
Business Acquisition [Line Items] | ||
Acquired intangibles: | $ 9,990 |
Real Estate Investments (Summar
Real Estate Investments (Summary of Intangible Assets and Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Intangible assets: | ||
Gross Carrying Amount | $ 181,655 | $ 192,454 |
Accumulated Amortization | 58,132 | 38,884 |
Net Carrying Amount | 123,523 | 153,570 |
Intangible liabilities: | ||
Gross Carrying Amount | 83,492 | 84,837 |
Accumulated Amortization | 10,785 | 6,734 |
Net Carrying Amount | 72,707 | 78,103 |
In-place leases [Member] | ||
Intangible assets: | ||
Gross Carrying Amount | 158,414 | 168,293 |
Accumulated Amortization | 51,434 | 34,298 |
Net Carrying Amount | 106,980 | 133,995 |
Above-market lease [Member] | ||
Intangible assets: | ||
Gross Carrying Amount | 21,663 | 22,583 |
Accumulated Amortization | 6,630 | 4,547 |
Net Carrying Amount | 15,033 | 18,036 |
Below-market ground lease [Member] | ||
Intangible assets: | ||
Gross Carrying Amount | 1,578 | 1,578 |
Accumulated Amortization | 68 | 39 |
Net Carrying Amount | $ 1,510 | $ 1,539 |
Real Estate Investments (Summ38
Real Estate Investments (Summary of Amortization Expense and Adjustments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of lease assets | $ 27,026 | $ 20,358 | ||
Depreciation and amortization [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of lease assets | $ 8,393 | $ 8,244 | 27,026 | 20,358 |
Depreciation and amortization [Member] | In-place leases [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of lease assets | 8,393 | 8,244 | 27,026 | 20,358 |
Rental income [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense (accretion income) of intangibles | 937 | 1,262 | 2,478 | 2,462 |
Rental income [Member] | Above-market lease assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of lease assets | 875 | 718 | 3,005 | 1,916 |
Rental income [Member] | Below-market lease liabilities [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of below market leases | 1,812 | 1,980 | 5,483 | 4,378 |
Property operating expense [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of lease assets | 10 | 10 | 29 | 29 |
Property operating expense [Member] | Below-market ground lease asset [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of lease assets | $ 10 | $ 10 | $ 29 | $ 29 |
Real Estate Investments (Summ39
Real Estate Investments (Summary of Future Amortization Expense and Income from Lease Intangible Assets and Liabilities) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Depreciation and amortization [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, amortization expense, October 1, 2016 - December 31, 2016 | $ 7,478 |
Finite-lived intangible asset, amortization expense, 2017 | 26,558 |
Finite-lived intangible asset, amortization expense, 2018 | 20,030 |
Finite-lived intangible asset, amortization expense, 2019 | 13,858 |
Finite-lived intangible asset, amortization expense, 2020 | 9,423 |
Depreciation and amortization [Member] | In-place leases [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, amortization expense, October 1, 2016 - December 31, 2016 | 7,478 |
Finite-lived intangible asset, amortization expense, 2017 | 26,558 |
Finite-lived intangible asset, amortization expense, 2018 | 20,030 |
Finite-lived intangible asset, amortization expense, 2019 | 13,858 |
Finite-lived intangible asset, amortization expense, 2020 | 9,423 |
Rental income [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Below market lease, amortization income, October 1, 2016 - December 31, 2016 | 765 |
Below market lease, amortization income, 2017 | 2,942 |
Below market lease, amortization income, 2018 | 3,260 |
Below market lease, amortization income, 2019 | 3,457 |
Below market lease, amortization income, 2019 | 3,567 |
Rental income [Member] | Above-market lease assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, amortization expense, October 1, 2016 - December 31, 2016 | 862 |
Finite-lived intangible asset, amortization expense, 2017 | 3,319 |
Finite-lived intangible asset, amortization expense, 2018 | 2,459 |
Finite-lived intangible asset, amortization expense, 2019 | 1,733 |
Finite-lived intangible asset, amortization expense, 2020 | 1,134 |
Rental income [Member] | Below-market lease liabilities [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Below market lease, amortization income, October 1, 2016 - December 31, 2016 | 1,627 |
Below market lease, amortization income, 2017 | 6,261 |
Below market lease, amortization income, 2018 | 5,719 |
Below market lease, amortization income, 2019 | 5,190 |
Below market lease, amortization income, 2019 | 4,701 |
Property operating expense [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, amortization expense, October 1, 2016 - December 31, 2016 | 10 |
Finite-lived intangible asset, amortization expense, 2017 | 39 |
Finite-lived intangible asset, amortization expense, 2018 | 39 |
Finite-lived intangible asset, amortization expense, 2019 | 39 |
Finite-lived intangible asset, amortization expense, 2020 | 39 |
Property operating expense [Member] | Below-market ground lease asset [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, amortization expense, October 1, 2016 - December 31, 2016 | 10 |
Finite-lived intangible asset, amortization expense, 2017 | 39 |
Finite-lived intangible asset, amortization expense, 2018 | 39 |
Finite-lived intangible asset, amortization expense, 2019 | 39 |
Finite-lived intangible asset, amortization expense, 2020 | $ 39 |
Real Estate Investments (Sche40
Real Estate Investments (Schedule of Future Minimum Rental Payments for Operating Leases) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Real Estate [Abstract] | |
October 1, 2016 to December 31, 2016 | $ 23,658 |
2,016 | 92,972 |
2,017 | 80,703 |
2,018 | 63,924 |
2,019 | 52,382 |
Thereafter | 200,493 |
Total | $ 514,132 |
Real Estate Investments (Sche41
Real Estate Investments (Schedule of Revenue from External Customers and Long-Lived Assets, by Geographic Areas) (Details) - Sales Revenue, Net [Member] - Geographic Concentration Risk [Member] | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Texas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity wide revenue, major state, percentage | 12.70% | 12.50% |
North Carolina [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity wide revenue, major state, percentage | 11.70% | 11.80% |
Credit Facility (Narrative) (De
Credit Facility (Narrative) (Details) - USD ($) | Dec. 02, 2014 | Sep. 30, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | |||
Credit facility | $ 304,000,000 | $ 304,000,000 | |
Operating Partnership Amended Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Additional borrowing capacity | $ 575,000,000 | ||
Unused borrowing capacity amount | $ 12,700,000 | ||
Weighted average interest rate | 1.87% | ||
Minimum use percentage | 50.00% | ||
Operating Partnership Amended Credit Facility [Member] | Net Worth Greater Than $500 Million [Member] | |||
Line of Credit Facility [Line Items] | |||
Unused capacity commitment fee | 0.25% | ||
Unused capacity commitment fee percentage less than 50% | 0.15% | ||
Operating Partnership Amended Credit Facility [Member] | Line of Credit Facility, Interest Rate, Option One [Member] | Federal Funds Effective Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate | 0.50% | ||
Operating Partnership Amended Credit Facility [Member] | Line of Credit Facility, Interest Rate, Option One [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate | 1.00% | ||
Operating Partnership Amended Credit Facility [Member] | Minimum [Member] | Line of Credit Facility, Interest Rate, Option One [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate | 0.35% | ||
Operating Partnership Amended Credit Facility [Member] | Minimum [Member] | Line of Credit Facility, Interest Rate, Option Two [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate | 1.35% | ||
Operating Partnership Amended Credit Facility [Member] | Maximum [Member] | Line of Credit Facility, Interest Rate, Option One [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate | 1.00% | ||
Operating Partnership Amended Credit Facility [Member] | Maximum [Member] | Line of Credit Facility, Interest Rate, Option Two [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate | 2.00% | ||
Operating Partnership Amended Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 325,000,000 | ||
Operating Partnership Amended Credit Facility [Member] | Swing Line [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 25,000,000 | ||
Operating Partnership Amended Credit Facility [Member] | Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 20,000,000 |
Mortgage Notes Payable (Schedul
Mortgage Notes Payable (Schedule of Mortgage Notes Payable) (Details) $ in Thousands | Sep. 30, 2016USD ($)property | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||
Mortgage notes payable, net of deferred financing costs | $ 126,762 | $ 127,251 |
Mortgage notes payable [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 5 | |
Outstanding Loan Amount | $ 128,121 | $ 128,945 |
Effective Interest Rate | 4.76% | 4.76% |
Deferred financing costs, net of accumulated amortization | $ (1,359) | $ (1,694) |
Mortgage notes payable, net of deferred financing costs | $ 126,762 | 127,251 |
Mortgage notes payable [Member] | Liberty Crossing - Refinanced Loan [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 11,000 | $ 11,000 |
Effective Interest Rate | 4.66% | 4.66% |
Mortgage notes payable [Member] | San Pedro Crossing - Senior Loan [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 17,985 | $ 17,985 |
Effective Interest Rate | 3.79% | 3.79% |
Mortgage notes payable [Member] | Tiffany Springs [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 33,802 | $ 33,802 |
Effective Interest Rate | 3.92% | 3.92% |
Mortgage notes payable [Member] | Shops at Shelby Crossing [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 23,500 | $ 23,781 |
Effective Interest Rate | 4.97% | 4.97% |
Mortgage notes payable [Member] | Patton Creek [Member] | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 41,834 | $ 42,377 |
Effective Interest Rate | 5.76% | 5.76% |
Mortgage Notes Payable (Narrati
Mortgage Notes Payable (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Mortgage notes payable [Member] | ||
Debt Instrument [Line Items] | ||
Collateral pledged | $ 216.1 | $ 219.5 |
Mortgage Notes Payable (Sched45
Mortgage Notes Payable (Schedule Of Aggregate Future Principal Payments On Mortgage Notes Payable) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Debt Instrument [Line Items] | |
October 1, 2016 to December 31, 2016 | $ 289 |
2,017 | 1,185 |
2,018 | 368,039 |
2,019 | 1,322 |
2,020 | 39,609 |
Thereafter | 21,677 |
Total | 432,121 |
Future Principal Payments on Mortgage Notes Payable [Member] | |
Debt Instrument [Line Items] | |
October 1, 2016 to December 31, 2016 | 289 |
2,017 | 1,185 |
2,018 | 64,039 |
2,019 | 1,322 |
2,020 | 39,609 |
Thereafter | 21,677 |
Total | 128,121 |
Future Principal Payments on Credit Facility [Member] | |
Debt Instrument [Line Items] | |
October 1, 2016 to December 31, 2016 | 0 |
2,017 | 0 |
2,018 | 304,000 |
2,019 | 0 |
2,020 | 0 |
Thereafter | 0 |
Total | $ 304,000 |
Fair Value of Financial Instr46
Fair Value of Financial Instruments (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap | $ (567) | $ (415) |
Fair Value, Measurements, Recurring [Member] | Interest rate swap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap | (567) | (415) |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets Level 1 [Member] | Interest rate swap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs Level 2 [Member] | Interest rate swap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap | (567) | (415) |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs Level 3 [Member] | Interest rate swap [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap | $ 0 | $ 0 |
Fair Value of Financial Instr47
Fair Value of Financial Instruments (Fair Value, by Balance Sheet Grouping) (Details) - Significant Unobservable Inputs Level 3 [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Gross mortgage notes payable and mortgage premiums, net [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial instruments | $ 132,144 | $ 133,709 |
Gross mortgage notes payable and mortgage premiums, net [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial instruments | 134,834 | 134,707 |
Credit Facility [Member] | Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial instruments | 304,000 | 304,000 |
Credit Facility [Member] | Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial instruments | $ 304,000 | $ 304,000 |
Derivatives and Hedging Activ48
Derivatives and Hedging Activities (Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Derivative [Line Items] | |
Interest rate derivatives, at fair value, including adjustments for nonperformance risk | $ 0.6 |
Interest rate swap [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |
Derivative [Line Items] | |
Assets needed for immediate settlement | $ 0.6 |
Interest rate swap [Member] | Designated as Hedging Instrument [Member] | Interest Expense [Member] | Cash Flow Hedging [Member] | |
Derivative [Line Items] | |
Reclassification estimated of time to transfer | 12 months |
Reclassified amount from AOCI to income | $ 0.3 |
Derivatives and Hedging Activ49
Derivatives and Hedging Activities (Schedule of Interest Rate Derivatives) (Details) - Designated as Hedging Instrument [Member] - Cash Flow Hedging [Member] - Interest Rate Swap [Member] $ in Thousands | Sep. 30, 2016USD ($)derivative | Dec. 31, 2015USD ($)derivative |
Derivative [Line Items] | ||
Number of Instruments | derivative | 1 | 1 |
Notional Amount | $ | $ 34,098 | $ 34,098 |
Derivatives and Hedging Activ50
Derivatives and Hedging Activities (Schedule of Derivative Instruments in Statement of Financial Position) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivatives, at fair value [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Interest Rate Swap | $ (567) | $ (415) |
Derivatives and Hedging Activ51
Derivatives and Hedging Activities (Derivative Instruments, Gain (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (loss) gain recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) | $ 215 | $ (266) | $ (151) | $ (408) |
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | (1) | (3) | ||
Interest rate swap [Member] | Cash Flow Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (loss) gain recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion) | 118 | (390) | (452) | (779) |
Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | 2 | (2) | (1) | (3) |
Interest rate swap [Member] | Interest Expense [Member] | Cash Flow Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion) | $ (97) | $ (124) | $ (301) | $ (371) |
Derivatives and Hedging Activ52
Derivatives and Hedging Activities (Schedule of Offsetting Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Liabilities | $ (567) | $ (415) |
Gross Amounts Offset on the Balance Sheet | 0 | 0 |
Net Amounts of Liabilities presented on the Balance Sheet | (567) | (415) |
Financial Instruments | 0 | 0 |
Cash Collateral Received (Posted) | 0 | 0 |
Net Amount | $ (567) | $ (415) |
Common Stock (Narrative) (Detai
Common Stock (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 19, 2011 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Mar. 11, 2016 | Mar. 10, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||||||
Common stock, outstanding (in shares) | 99,268,681 | 96,866,152 | |||||
Dividends declared per day (in dollars per share) | $ 0.0017534247 | $ 0.0017486339 | |||||
Dividends declared (in dollars per share) | $ 0.64 | ||||||
Shares authorized, percent of weighted-average outstanding stock for fiscal semester | 2.50% | ||||||
Shares authorized, percent of weighted-average outstanding stock for fiscal year | 5.00% | ||||||
Number of shares in unfulfilled requests (in shares) | 3,100,000 | ||||||
Common stock issued through distribution reinvestment plan (in shares) | 2,399,029 | ||||||
Common stock issued through distribution reinvestment plan | $ 22,037 | $ 26,382 | |||||
One Year [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Repurchase Price (in dollars per share) | $ 9.25 | ||||||
Repurchase price percentage of value of capital paid | 92.50% | 92.50% | |||||
Two Years [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Repurchase Price (in dollars per share) | $ 9.50 | ||||||
Repurchase price percentage of value of capital paid | 95.00% | 95.00% | |||||
Three Years [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Repurchase Price (in dollars per share) | $ 9.75 | ||||||
Repurchase price percentage of value of capital paid | 97.50% | 97.50% | |||||
Four Years [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Repurchase Price (in dollars per share) | $ 10 | ||||||
Repurchase price percentage of value of capital paid | 100.00% | 100.00% | |||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share price (in usd per share) | $ 9.50 |
Common Stock (Stock Repurchases
Common Stock (Stock Repurchases) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 65 Months Ended | 74 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Equity [Abstract] | |||
Number of Shares Repurchased (in shares) | 2,500 | 1,355,162 | 1,357,662 |
Weighted-Average Price per Share (in dollars per share) | $ 10 | $ 9.48 | $ 9.48 |
Accounts payable and accrued expenses | $ 24,188 | $ 18,216 | $ 24,188 |
Commitments and Contingencies55
Commitments and Contingencies (Future Minimum Ground Lease Payments) (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
October 1, 2016 to December 31, 2016 | $ 127 |
2,017 | 514 |
2,018 | 524 |
2,019 | 535 |
2,020 | 546 |
Thereafter | 9,376 |
Total | $ 11,622 |
Commitments and Contingencies56
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | Sep. 13, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Commitments and Contingencies Disclosure [Abstract] | |||||
Rent expense | $ 0.1 | $ 0.2 | $ 0.4 | $ 0.5 | |
Settlement amount | $ 0.8 |
Related Party Transactions an57
Related Party Transactions and Arrangements (Narrative) (Details) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
American Realty Capital IV, LLC and American Realty Capital Retail Special Limited Partnership, LLC [Member] | Sponsor and Entity Wholly Owned by Sponsor [Member] | ||
Related Party Transaction [Line Items] | ||
Operating partnership units held by related party (in shares) | 200,720 | 242,222 |
American Realty Capital Retail Advisor, LLC [Member] | Advisor [Member] | ||
Related Party Transaction [Line Items] | ||
OP units held (in shares) | 202 | 202 |
Related Party Transactions an58
Related Party Transactions and Arrangements (Fees and Participations Paid in Connection With the Operations of the Company) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Total commissions and fees from the Dealer Manager [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share price net (in dollars per share) | $ 9 | $ 9 | ||
American Realty Capital Retail Advisor, LLC [Member] | Contract Purchase Price [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Acquisition fees as a percentage of benchmark | 1.00% | 1.00% | ||
Expected third party acquisition costs | 0.50% | 0.50% | ||
Quarterly asset management fee | 0.1875% | 0.1875% | ||
American Realty Capital Retail Advisor, LLC [Member] | Advance on Loan or Other Investment [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Financing advance fees as a percentage of benchmark | 1.00% | 1.00% | ||
Expected third party acquisition costs | 0.50% | 0.50% | ||
American Realty Capital Retail Advisor, LLC [Member] | Amount Available or Outstanding Under Financing Arrangement [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Financing coordination fee | 1.00% | 1.00% | ||
American Realty Capital Retail Advisor, LLC [Member] | Pre-tax Non-compounded Return on Capital Contribution [Member] | Advisor [Member] | Annual Targeted Investor Return [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cumulative capital investment return to investors as a percentage of benchmark | 7.00% | 7.00% | ||
American Realty Capital Retail Advisor, LLC [Member] | Gross Revenue, Stand-alone Single-tenant Net Leased Properties [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Property management fees as a percentage of benchmark | 2.00% | 2.00% | ||
American Realty Capital Retail Advisor, LLC [Member] | Gross Revenue, Excluding Stand-alone Single-tenant Net Leased Properties [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Property management fees as a percentage of benchmark | 4.00% | 4.00% | ||
American Realty Capital Retail Advisor, LLC [Member] | Hard Costs Of Construction, Renovation and Tenant Finish-out on Property [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Construction, renovation or tenant finish-out as a percentage of benchmark | 6.00% | |||
American Realty Capital Retail II Advisor, LLC [Member] | Contract Purchase Price [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Monthly asset management fee earned by related party | 0.0625% | 0.0625% | ||
Maximum [Member] | American Realty Capital Retail Advisor, LLC [Member] | Contract Purchase Price, All Assets Acquired [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Acquisition and financing coordination fees as a percentage of benchmark | 1.50% | 1.50% | ||
Aggregate acquisition fees and acquisition related expenses as a percentage of benchmark | 4.50% | 4.50% | ||
Maximum [Member] | American Realty Capital Retail Advisor, LLC [Member] | Advances On All Loans Or Other Investments [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Aggregate acquisition fees and acquisition related expenses as a percentage of benchmark | 4.50% | 4.50% | ||
Class B Units [Member] | American Realty Capital Retail Advisor, LLC [Member] | Contract Purchase Price [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock, authorized (in shares) | 479,802 | |||
Greater Of [Member] | Maximum [Member] | American Realty Capital Retail Advisor, LLC [Member] | Average Invested Assets [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating expenses as a percentage of benchmark | 2.00% | 2.00% | ||
Greater Of [Member] | Maximum [Member] | American Realty Capital Retail Advisor, LLC [Member] | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets [Member] | Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating expenses as a percentage of benchmark | 25.00% | 25.00% | ||
American Realty Capital Retail Advisor, LLC [Member] | Advisor [Member] | Administrative Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Fees paid to related parties | $ 0.6 | $ 0.3 | $ 1.6 | $ 0.3 |
Related Party Transactions an59
Related Party Transactions and Arrangements (Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Acquisition fees and related cost reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | $ 0 | $ 4,150 | $ 0 | $ 7,188 | |
Payable (Receivable) | 0 | 0 | $ 0 | ||
Financing coordination fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | 0 | 426 | 0 | 426 | |
Payable (Receivable) | 0 | 0 | 0 | ||
Asset management fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | 2,251 | 1,792 | 6,746 | 3,249 | |
Payable (Receivable) | 0 | 0 | 0 | ||
Property management and leasing fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | 1,809 | 1,426 | 4,875 | 3,604 | |
Payable (Receivable) | 577 | 577 | 452 | ||
Professional fees and other reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | 673 | 1,146 | 2,056 | 3,062 | |
Payable (Receivable) | 310 | 310 | 376 | ||
Distributions on Class B Units [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | 74 | 74 | 221 | 169 | |
Payable (Receivable) | 0 | 0 | 0 | ||
Total related party operation fees and reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses incurred | 4,807 | $ 9,014 | 13,898 | $ 17,698 | |
Payable (Receivable) | $ 887 | $ 887 | $ 828 |
Related Party Transactions an60
Related Party Transactions and Arrangements (Fees and Participations Paid in Connection with Liquidation or Listing) (Details) - American Realty Capital Retail Advisor, LLC [Member] - Advisor [Member] | Sep. 30, 2016 |
Net Sale Proceeds, after Return of Capital Contributions and Annual Targeted Investor Return [Member] | |
Related Party Transaction [Line Items] | |
Subordinated participation fee earned | 15.00% |
Excess of Adjusted Market Value of Real Estate Assets Plus Distributions Over Aggregate Contributed Investor Capital [Member] | |
Related Party Transaction [Line Items] | |
Distribution upon nonrenewal of advisory agreement | 15.00% |
Subordinated incentive listing distribution as a percentage of the benchmark | 15.00% |
Brokerage Commission Fees [Member] | Maximum [Member] | Contract Sales Price [Member] | |
Related Party Transaction [Line Items] | |
Real estate commissions as a percentage of benchmark | 2.00% |
Real Estate Commissions [Member] | Maximum [Member] | Contract Sales Price [Member] | |
Related Party Transaction [Line Items] | |
Real estate commissions as a percentage of benchmark | 6.00% |
Annual Targeted Investor Return [Member] | Pre-tax Non-compounded Return on Capital Contribution [Member] | |
Related Party Transaction [Line Items] | |
Cumulative capital investment return to investors as a percentage of benchmark | 7.00% |
Repayment of capital committed | 100.00% |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock Options [Member] | Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 500,000 | 500,000 | ||
Restricted Stock [Member] | Restricted Share Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares automatically granted (in shares) | 3,000 | 3,000 | ||
Vesting period | 5 years | |||
Periodic vesting percentage | 20.00% | 20.00% | ||
Maximum authorized amount as a percentage of shares authorized | 5.00% | |||
Number of shares authorized (in shares) | 7,500,000 | 7,500,000 | ||
Unrecognized compensation cost | $ 100 | $ 100 | ||
Unrecognized compensation cost period | 3 years 4 days | |||
Share based compensation | $ 19 | $ 23 | $ 34 | $ 42 |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Activity of Unvested Restricted Stock) (Details) - Restricted Share Plan [Member] - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested restricted stock - beginning balance (in shares) | shares | 11,400 |
Granted (in shares) | shares | 6,000 |
Vested (in shares) | shares | (1,800) |
Unvested restricted stock - ending balance (in shares) | shares | 15,600 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-average price per share - beginning balance (in usd per share) | $ / shares | $ 9 |
Granted (in usd per share) | $ / shares | 9 |
Vested (in usd per share) | $ / shares | 9 |
Weighted-average price per share - ending balance (in usd per share) | $ / shares | $ 9 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Earnings Per Share, Basic, Two Class Method [Abstract] | |||||
Basic and diluted net loss | $ (2,986) | $ (6,108) | $ (7,179) | $ (1,063) | |
Basic and diluted weighted-average shares outstanding (in shares) | 99,152,942 | 96,400,048 | 98,323,350 | 95,439,305 | |
Basic and diluted net loss per share (in usd per share) | $ (0.03) | $ (0.06) | $ (0.07) | $ (0.01) | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 493,778 | 497,221 | 492,037 | 379,847 | |
Unvested restricted stock [Member] | |||||
Earnings Per Share, Basic, Two Class Method [Abstract] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 13,774 | 17,217 | 12,033 | 15,596 | |
OP Units [Member] | |||||
Earnings Per Share, Basic, Two Class Method [Abstract] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 202 | 202 | 202 | 202 | |
Class B Units [Member] | |||||
Earnings Per Share, Basic, Two Class Method [Abstract] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 479,802 | 479,802 | 479,802 | 364,049 | |
Restricted Share Plan [Member] | Restricted Stock [Member] | |||||
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 15,600 | 15,600 | 11,400 | ||
Earnings Per Share, Basic, Two Class Method [Abstract] | |||||
Weighted-average number of unvested restricted stock outstanding (in shares) | 15,600 | 18,000 | 15,600 | 18,000 | |
American Realty Capital Retail Advisor, LLC [Member] | Advisor [Member] | Contract Purchase Price [Member] | Class B Units [Member] | |||||
Earnings Per Share, Basic, Two Class Method [Abstract] | |||||
Antidilutive securities (in shares) | 479,802 |