Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Global Net Lease, Inc. | |
Entity Central Index Key | 1,526,113 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Shares, Shares Outstanding | 168,936,633 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Real estate investments, at cost: | ||
Land | $ 344,767 | $ 326,696 |
Buildings, fixtures and improvements | 1,702,345 | 1,519,558 |
Construction in progress | 28 | 9,706 |
Acquired intangible lease assets | 524,264 | 484,079 |
Total real estate investments, at cost | 2,571,404 | 2,340,039 |
Less accumulated depreciation and amortization | (109,922) | (42,568) |
Total real estate investments, net | 2,461,482 | 2,297,471 |
Cash and cash equivalents | 32,080 | 64,684 |
Restricted cash | 4,076 | 6,104 |
Derivatives, at fair value (Note 8) | 5,451 | 13,638 |
Investment securities, at fair value | 0 | 490 |
Prepaid expenses and other assets | 39,016 | 24,873 |
Due from affiliates | 53 | 500 |
Deferred tax assets | 2,905 | 2,102 |
Goodwill and other intangible assets, net | 3,390 | 3,665 |
Deferred financing costs, net | 13,785 | 15,270 |
Total assets | 2,562,238 | 2,428,797 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable | 509,427 | 281,186 |
Mortgage premium, net | 798 | 1,165 |
Credit facility | 735,357 | 659,268 |
Below-market lease liability, net | 28,878 | 21,676 |
Due to affiliates | 943 | 400 |
Accounts payable and accrued expenses | 22,698 | 19,357 |
Prepaid rent | 12,890 | 12,252 |
Current taxes payable | 3,166 | 0 |
Dividends payable | 249 | 10,709 |
Total liabilities | $ 1,325,042 | $ 1,012,128 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding | $ 0 | $ 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 168,936,633 and 177,933,175 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively. | 1,692 | 1,782 |
Additional paid-in capital | 1,479,879 | 1,575,592 |
Accumulated other comprehensive loss | (4,277) | (5,589) |
Accumulated deficit | (255,460) | (155,116) |
Total stockholders' equity | 1,221,834 | 1,416,669 |
Non-controlling interest | 15,362 | 0 |
Total equity | 1,237,196 | 1,416,669 |
Total liabilities and equity | 2,562,238 | 2,428,797 |
Other Contract | ||
LIABILITIES AND EQUITY | ||
Derivatives, at fair value | 7,256 | 6,115 |
Listing Note | ||
LIABILITIES AND EQUITY | ||
Derivatives, at fair value | $ 3,380 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (shares) | 0 | 0 |
Preferred stock, outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (shares) | 300,000,000 | 300,000,000 |
Common stock, issued (shares) | 168,936,633 | 177,933,175 |
Common stock, outstanding (shares) | 168,936,633 | 177,933,175 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Rental income | $ 47,836 | $ 25,400 | $ 142,502 | $ 45,938 |
Operating expense reimbursements | 2,416 | 502 | 6,787 | 1,139 |
Total revenues | 50,252 | 25,902 | 149,289 | 47,077 |
Expenses: | ||||
Property operating | 3,355 | 1,428 | 10,791 | 2,447 |
Operating fees to affiliates | 4,902 | 219 | 10,211 | 421 |
Acquisition and transaction related | 4,680 | 29,124 | 5,977 | 53,883 |
Listing fees | 0 | 0 | 18,503 | 0 |
Vesting of Class B units | 0 | 0 | 14,480 | 0 |
Change in fair value of listing note | (1,050) | 0 | 3,380 | 0 |
General and administrative | 2,014 | 740 | 5,638 | 2,127 |
Equity based compensation | 1,917 | 72 | 2,435 | 98 |
Depreciation and amortization | 22,949 | 15,126 | 66,152 | 27,120 |
Total expenses | 38,767 | 46,709 | 137,567 | 86,096 |
Operating income (loss) | 11,485 | (20,807) | 11,722 | (39,019) |
Interest expense | (9,041) | (4,081) | (24,799) | (8,385) |
Income from investments | 8 | 0 | 15 | 0 |
Losses on foreign currency | 0 | (737) | 0 | (756) |
Realized losses on investment securities | (66) | 0 | (66) | 0 |
Gains on derivative instruments | 2,310 | 849 | 2,785 | 599 |
Gains on hedges and derivatives deemed ineffective | 1,505 | 0 | 2,445 | 0 |
Unrealized losses on non-functional foreign currency advances not designated as net investment hedges | 0 | 0 | (2,935) | 0 |
Other (expense) income | (10) | 148 | 15 | 203 |
Total other expense, net | (5,294) | (3,821) | (22,540) | (8,339) |
Net income (loss) before income taxes | 6,191 | (24,628) | (10,818) | (47,358) |
Income taxes (expense) benefit | (703) | 70 | (3,646) | (1,028) |
Net income (loss) | 5,488 | (24,558) | (14,464) | (48,386) |
Non-controlling interest | (56) | 0 | 87 | 0 |
Net income (loss) attributable to stockholders | 5,432 | (24,558) | (14,377) | (48,386) |
Other comprehensive income (loss): | ||||
Cumulative translation adjustment | 836 | (7,269) | (4,651) | (2,535) |
Designated derivatives, fair value adjustments | (6,149) | 6,639 | 5,753 | 1,768 |
Other Comprehensive income (loss) | (5,313) | (630) | 1,102 | (767) |
Comprehensive income (loss) | 175 | (25,188) | (13,362) | (49,153) |
Non-controlling interest | 40 | 0 | 297 | 0 |
Comprehensive income (loss) attributable to stockholders | $ 215 | $ (25,188) | $ (13,065) | $ (49,153) |
Earnings Per Share [Abstract] | ||||
Basic and diluted net income (loss) per share attributable to stockholders (usd per share) | $ 0.03 | $ (0.14) | $ (0.08) | $ (0.44) |
Basic and diluted weighted average shares outstanding (shares) | 168,948,345 | 175,401,867 | 176,124,355 | 108,779,593 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders' Equity | Non-controlling interest |
Beginning Balance (in shares) at Dec. 31, 2014 | 177,933,175 | ||||||
Beginning Balance at Dec. 31, 2014 | $ 1,416,669 | $ 1,782 | $ 1,575,592 | $ (5,589) | $ (155,116) | $ 1,416,669 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (in shares) | 37,407 | ||||||
Issuance of common stock | 420 | 420 | 420 | ||||
Common stock offering costs, commissions and dealer manager fees | 49 | 49 | 49 | ||||
Common stock repurchases (in shares) | (12,039,885) | ||||||
Common stock repurchases, inclusive of fees | (126,322) | $ (120) | (126,202) | (126,322) | |||
Common stock issued through distribution reinvestment plan (in shares) | 3,005,936 | ||||||
Common stock issued through dividend reinvestment plan | 28,578 | $ 30 | 28,548 | 28,578 | |||
Dividends declared (per share $0.51) | (85,967) | (85,967) | (85,967) | ||||
Issuance of operating partnership units | 750 | 750 | |||||
Vesting of Class B units | 14,480 | 14,480 | |||||
Equity-based compensation | 2,435 | 92 | 92 | 2,343 | |||
Dividends to non-controlling interest holders | (534) | (534) | |||||
Net loss | (14,464) | (14,377) | (14,377) | (87) | |||
Cumulative translation adjustment | (4,651) | (4,362) | (4,362) | (289) | |||
Designated derivatives, fair value adjustments | 5,753 | 5,674 | 5,674 | 79 | |||
Rebalancing of ownership percentage | 1,380 | 1,380 | (1,380) | ||||
Ending Balance (in shares) at Sep. 30, 2015 | 168,936,633 | ||||||
Ending Balance at Sep. 30, 2015 | $ 1,237,196 | $ 1,692 | $ 1,479,879 | $ (4,277) | $ (255,460) | $ 1,221,834 | $ 15,362 |
CONSOLIDATED STATEMENT OF STOC6
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Common stock, dividends declared (usd per share) | $ 0.51 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (14,464) | $ (48,386) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 34,901 | 15,636 |
Amortization of intangibles | 31,251 | 11,484 |
Amortization of deferred financing costs | 6,056 | 2,032 |
Amortization of mortgage premium | (367) | (373) |
Amortization of below-market lease liabilities | (1,506) | 806 |
Amortization of above-market lease assets | 1,741 | 0 |
Amortization of above- and below- market ground lease asset | 69 | 0 |
Straight line rent | (11,573) | (3,116) |
Vesting of Class B units | 14,480 | 0 |
Equity based compensation | 2,435 | 98 |
Net realized and unrealized marked-to-market transactions | (3,867) | (599) |
Change in fair value of listing note | 3,380 | 0 |
Loss on sale of investment in securities | 27 | 0 |
Changes in operating assets and liabilities, net: | ||
Prepaid expenses and other assets | (3,495) | (395) |
Deferred tax assets | (803) | 0 |
Accounts payable and accrued expenses | 4,332 | 6,922 |
Prepaid rent | 638 | 6,243 |
Current taxes payable | 3,166 | 0 |
Net cash provided by (used in) operating activities | 66,401 | (9,648) |
Cash flows from investing activities: | ||
Investment in real estate and real estate related assets | (223,074) | (1,080,523) |
Deposits for real estate acquisitions | 773 | (8,998) |
Proceeds from termination of derivatives | 10,055 | 0 |
Capital expenditures | (10,242) | 0 |
Proceeds from redemption of investment securities | 463 | 0 |
Net cash used in investing activities | (222,025) | (1,089,521) |
Cash flows from financing activities: | ||
Borrowings under credit facility | 476,208 | 19,766 |
Repayments on credit facility | (370,617) | (19,570) |
Proceeds from notes payable | 0 | 12,505 |
Payments on notes payable | 0 | (12,505) |
Proceeds from mortgage notes payable | 207,914 | 0 |
Payments on mortgage notes payable | (535) | (505) |
Proceeds from issuance of common stock | 420 | 1,569,328 |
Proceeds from issuance of operating partnership units | 750 | 0 |
Payments of offering costs | 49 | (167,626) |
Payments of deferred financing costs | (4,612) | (10,143) |
Dividends paid | (68,062) | (21,635) |
Distributions to non-controlling interest holders | (321) | 0 |
Payments on common stock repurchases, inclusive of fees | (2,313) | 0 |
Payments on share repurchases related to Tender Offer | (125,000) | 0 |
Advances from affiliates, net | 990 | 459 |
Restricted cash | 2,028 | (6,455) |
Net cash provided by financing activities | 116,899 | 1,363,619 |
Net change in cash and cash equivalents | (38,725) | 264,450 |
Effect of exchange rate changes on cash | 6,121 | (12,002) |
Cash and cash equivalents, beginning of period | 64,684 | 11,500 |
Cash and cash equivalents, end of period | 32,080 | 263,948 |
Supplemental Disclosures: | ||
Cash paid for interest | 16,122 | 5,031 |
Cash paid for income taxes | 3,081 | 277 |
Non-Cash Investing and Financing Activities: | ||
Mortgage notes payable assumed or used to acquire investments in real estate | 31,933 | 96,620 |
Borrowings under credit facility to acquire real estate | 0 | 309,096 |
Common stock issued through dividend reinvestment plan | $ 28,578 | $ 27,343 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Global Net Lease, Inc. (the "Company"), formerly known as American Realty Capital Global Trust, Inc., incorporated on July 13, 2011 , is a Maryland corporation that elected and qualified to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2013. On June 30, 2014 , the Company completed its initial public offering ("IPO") after selling 172.3 million shares of common stock, $0.01 par value per share ("Common Stock"), at a price of $10.00 per share, subject to certain volume and other discounts. In addition, the Company issued an additional 1.1 million shares pursuant to its dividend reinvestment program (the "DRIP"). On April 7, 2015, in anticipation of the listing of the Common Stock (the "Listing") on the New York Stock Exchange (the "NYSE"), the Company announced the suspension of the DRIP. On May 7, 2015, the Company filed a post-effective amendment to its registration statement on Form S-11 (File No. 001-37390) (as amended, the "Registration Statement") to deregister the unsold shares registered under the Registration Statement. The Company operated as a non-traded REIT through June 1, 2015 . On June 2, 2015 (the "Listing Date"), the Company listed its Common Stock on the NYSE under the symbol "GNL". In connection with the Listing, the Company offered to purchase up to 11.9 million shares of its Common Stock at a price of $10.50 per share (the “Tender Offer”). As a result of the Tender Offer, on July 6, 2015 , the Company purchased approximately 11.9 million shares of its Common Stock at a price of $10.50 per share, for an aggregate amount of $125.0 million , excluding fees and expenses relating to the Tender Offer and including fractional shares repurchased thereafter. The Company was formed to primarily acquire a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties. The Company may also originate or acquire first mortgage loans secured by real estate. The Company's primary geographic target is the United States, although up to 40% of its portfolio may consist of properties purchased in Europe with an additional 10% allocation to properties purchased elsewhere internationally. As of September 30, 2015 , the Company owned 329 properties consisting of 18.7 million rentable square feet, which were 100.0% leased, with weighted average remaining lease term of 11.5 years . 60.4% of the Company's properties are located in U.S. and 39.6% are located in Europe. Substantially all of the Company's business is conducted through Global Net Lease Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. As of September 30, 2015 , the OP had issued 1,809,678 units of limited partnership interests (" OP Units") to limited partners other than the Company, of which 1,461,753 OP Units were issued to Global Net Lease Advisors, LLC (the "Advisor"), 347,903 OP Units were issued to Moor Park Capital Partners LLP (the "Service Provider"), and 22 OP Units were issued to Global Net Lease Special Limited Partner, LLC (the "Special Limited Partner") (see Note 11 — Related Party Transactions ). In accordance with the limited partnership agreement of the OP, a holder of OP Units has the right to convert OP Units, at the Company's option, for a corresponding number of shares of the Company's Common Stock or the cash value of those corresponding shares. The remaining rights of the limited partner interests are limited and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. The Company has no direct employees. The Company has retained the Advisor to manage the Company's affairs on a day-to-day basis. The properties are managed and leased by Global Net Lease Properties, LLC (the "Property Manager"). Realty Capital Securities, LLC (the "Legacy Dealer Manager") served as the dealer manager of the IPO. The Advisor, Property Manager and Legacy Dealer Manager are affiliates of AR Capital Global Holdings, LLC ("the Sponsor") and the Special Limited Partner as a result of which they are related parties. These related parties receive compensation and fees for various services provided to the Company. The Advisor has entered into a service provider agreement with an affiliate of the Service Provider. Pursuant to the service provider agreement, the affiliate of the Service Provider provides, subject to the Advisor's oversight, certain real estate related services, as well as sourcing and structuring of investment opportunities, performance of due diligence, and arranging debt financing and equity investment syndicates, solely with respect to investments in Europe. Pursuant to the service provider agreement, a portion of the fees payable by the Company to the Advisor and a percentage of the fees paid to the Property Manager are paid or assigned to the Service Provider, solely with respect to the Company's foreign investment strategy in Europe. In the case fees are directly paid to the affiliate of the Service Provider, the Company deducts such fees from those due to the Advisor. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 this Quarterly Report on 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 the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results for the entire year or any subsequent interim period. These unaudited consolidated 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, 2014 , which are included in the Company's Annual Report on Form 10-K filed with the SEC on April 3, 2015 . There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2015 , other than the updates described below and the subsequent notes. Reclassifications Certain reclassifications have been made to the 2014 consolidated financial statements to conform to the current period presentation. Out-of-period adjustments During the first and second quarter of 2015, the Company recorded (i) additional rental income and accrued rent of $0.3 million related to the straight-line rent effect of correctly including termination payments required under leases with cancellation clauses that were considered probable when assessing the lease term and (ii) additional taxes of $0.9 million representing current foreign taxes payable of $1.2 million and a deferred tax asset of $0.3 million , both relating to 2014. The Company concluded that these adjustments were not material to the financial position or results of operations for the current period or any of the prior periods, accordingly, the Company recorded the related adjustments during the prior two quarters. In addition, the Company identified errors in accounting for certain cross currency derivatives that were no longer designated as hedges subsequent to their restructuring on February 4, 2015 (see Note 8 — Derivatives and Hedging Activities). Gains that should have been included in net income (loss) were instead included in other comprehensive income (loss) of approximately $0.5 million and $0.6 million during the three month periods ended March 31, 2015 and June 30, 2015, respectively. The Company has concluded that these adjustments are not material to the financial position or results of operations for the current period or any of the respective prior periods, accordingly, the Company recorded the additional gains on these non-designated derivative instruments of $1.1 million during the three months ended September 30, 2015 . Revisions to historical cash flow statements During the year ended December 31, 2014 , the Company identified certain historical errors in the preparation of its statement of cash flows. Specifically, the Company had been (i) reflecting rent credits in connection with purchased real estate as deferred rent at closing which was then reflected as a cash inflow from operations rather than as part of the purchase price in investing activity and (ii) reflecting certain advances on its credit line (for which it did not take constructive receipt) used to acquire investments in real estate as cash inflows from financing activities and cash outflows from investing activities rather than as non-cash investing and financing activities. The Company concluded that the errors noted above were significant but not material to its cash flows for any historical periods presented. However, the Company determined that it is useful for the reader of the financial statements to view these adjustments in the period in which they originated and, as such, has revised the cash flow statement for the nine months ended September 30, 2014 . The effects of these revisions are summarized below: Nine months ended September 30, 2014 As originally reported Revisions As Item 1 Item 2 Net Cash provided by (used in) Operating Activities $ 352 $ (10,000 ) $ — $ (9,648 ) Net Cash provided by (used in) Investing Activities $ (1,408,617 ) $ 10,000 $ 309,096 $ (1,089,521 ) Net Cash provided by (used in) Financing Activities $ 1,672,715 $ — $ (309,096 ) $ 1,363,619 Additional non-cash financing activities: Line of credit draws used directly to acquire investments in real estate $ — $ — $ 309,096 $ 309,096 Listing Note Concurrent with the Listing, the Company, as the general partner of the OP, caused the OP, subject to the terms of the Second Amended and Restated Agreement of Limited Partnership, to evidence the OP's obligation to distribute certain amounts to the Special Limited Partner ("the Listing Note"). The amount of the Listing Note is determined, in part, based on the average market value of the Company’s outstanding shares of Common Stock for the period of 30 consecutive trading days, commencing on the 180th calendar day following the Listing. Until the principal amount of the Listing Note is determined, the Listing Note is treated as a liability and the Company estimates the contingent consideration using a valuation model and records the fair value of the Listing Note on the consolidated balance sheets. Changes in the fair value of the Listing Note are recorded in the consolidated statements of operations and comprehensive income (loss). Multi-Year Outperformance Agreement Concurrent with the Listing and modifications to the Advisor agreement, the Company entered into a Multi-Year Outperformance Agreement (the “OPP”) with the OP and the Advisor (see Note 13 — Share-Based Compensation). The Company records equity based compensation expense associated with the awards over the requisite service period of five years . The cumulative equity-based compensation expense is adjusted each reporting period for changes in the estimated market-related performance. Recently Issued Accounting Pronouncements (Pending Adoption) In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . 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 allows entities to apply either a full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB finalized a one-year delay of the revised guidance, although entities will be allowed to early adopt the guidance as of the original effective date. The new guidance will be effective in the Company's 2018 fiscal year. The Company is currently evaluating the impact of the revised guidance on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard. In February 2015, the FASB issued ASU 2015-02 Consolidation (Topic 810) - Amendments to the Consolidation Analysis . The new guidance applies to entities in all industries and provides a new scope exception to registered money market funds and similar unregistered money market funds. It makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the variable interest entity (VIE) guidance. The standard does not add or remove any of the characteristics that determine if an entity is a VIE. However, when decision-making over the entity’s most significant activities has been outsourced, the standard changes how a reporting entity assesses if the equity holders at risk lack decision making rights. Previously, the reporting entity would be required to determine if there is a single equity holder that is able to remove the outsourced decision maker that has a variable interest. The new standard requires that the reporting entity first consider the rights of all of the equity holders at risk. If the equity holders have certain rights that are deemed to give them the power to direct the entity’s most significant activities, then the entity does not have this VIE characteristic. The new standard also introduces a separate analysis specific to limited partnerships and similar entities for assessing if the equity holders at risk lack decision making rights. Limited partnerships and similar entities will be VIEs unless the limited partners hold substantive kick-out rights or participating rights. In order for such rights to be substantive, they must be exercisable by a simple majority vote (or less) of all of the partners (exclusive of the general partner and its related parties). A right to liquidate an entity is viewed as akin to a kick-out right. The guidance for limited partnerships under the voting model has been eliminated in conjunction with the introduction of this separate analysis, including the rebuttable presumption that a general partner unilaterally controls a limited partnership and should therefore consolidate it. A limited partner with a controlling financial interest obtained through substantive kick out rights would consolidate a limited partnership. The standard eliminates certain of the criteria that must be met for an outsourced decision maker or service provider’s fee arrangement to not be a variable interest. Under current guidance, a reporting entity first assesses whether it meets power and economics tests based solely on its own variable interests in the entity to determine if it is the primary beneficiary required to consolidate the VIE. Under the new standard, a reporting entity that meets the power test will also include indirect interests held through related parties on a proportionate basis to determine whether it meets the economics test and is the primary beneficiary on a standalone basis. The standard is effective for annual periods beginning after December 15, 2015. Early adoption is allowed, including in any interim period. The Company will adopt the new guidance in fiscal 2016 and believes the guidance will not have a material impact on its consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30). The guidance changes 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. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company will adopt the new guidance in fiscal 2016 and believes the guidance will not have a material impact on its consolidated financial position, results of operations or cash flows. In September 2015, the FASB issued ASU 2015-16 Business Combination (Topic 805) . The guidance eliminates the requirement to adjust provisional amounts from a business combination and the related impact on earnings by restating prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of measurement period adjustments on current and prior periods, including the prior period impact on depreciation, amortization and other income statement items and their related tax effects, shall be recognized in the period the adjustment amount is determined. The cumulative adjustment would be reflected within the respective financial statement line items affected. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company will adopt the new guidance in fiscal 2016 and believes the guidance will not have a material impact on its consolidated financial position, results of operations or cash flows. |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Investments | Real Estate Investments The following table reflects the number and related base purchase prices of properties acquired as of December 31, 2014 and during the nine months ended September 30, 2015 : Number of Properties Base Purchase Price (1) (In thousands) As of December 31, 2014 307 $ 2,378,554 Nine Months Ended September 30, 2015 22 255,007 Portfolio as of September 30, 2015 329 $ 2,633,561 ________________________________________________ (1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the date of purchase, where applicable. The following table presents the allocation of the assets acquired and liabilities assumed during the nine months ended September 30, 2015 and 2014 based on contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase. Nine Months Ended September 30, (Dollar amounts in thousands) 2015 2014 Real estate investments, at cost: Land $ 23,831 $ 205,129 Buildings, fixtures and improvements 190,314 912,355 Total tangible assets 214,145 1,117,484 Intangibles acquired: In-place leases 45,736 350,626 Above market lease asset 1,002 31,584 Below market lease liability (7,181 ) (3,455 ) Below market ground lease assets 3,409 — Above market ground lease liabilities (2,104 ) — Total assets acquired, net 255,007 1,496,239 Mortgage notes payable used to acquire real estate investments (31,933 ) (96,620 ) Cash paid for acquired real estate investments $ 223,074 $ 1,399,619 Number of properties purchased 22 209 The allocations in the table above from land, buildings and fixtures and improvements, in place leases, ground lease assets and liabilities, and above and below market lease assets and liabilities, have been provisionally assigned to each class of assets and liabilities, pending final confirmation from the third party specialist for certain acquisitions purchased during the three months ended September 30, 2015 . The following table presents unaudited pro forma information as if acquisitions completed during the three and nine months ended September 30, 2015 , had been consummated on January 1, 2014 . Additionally, the unaudited pro forma net income (loss) was adjusted to exclude acquisition and transaction related expenses of $4.7 million and $6.0 million from the three and nine months ended September 30, 2015 , respectively. Such acquisition and transaction related expenses have been reflected in the three and nine months ended September 30, 2014 as if such acquisitions costs had been consummated on January 1, 2014 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Pro forma revenues $ 53,727 $ 39,641 $ 161,841 $ 108,494 Pro forma net income (loss) $ 11,635 $ (1,823 ) $ 3,474 $ 6,864 Pro forma basic and diluted net income (loss) per share $ 0.07 $ (0.01 ) $ 0.02 $ 0.06 The following table presents future minimum base rental cash payments due to the Company over the next five calendar years and thereafter as of September 30, 2015 . 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 indices among other items. (In thousands) Future Minimum Base Rent Payments 2015 (remainder) $ 49,091 2016 197,782 2017 201,295 2018 203,848 2019 206,358 2020 208,565 Thereafter 1,165,462 $ 2,232,401 There were no tenants whose annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis for all portfolio properties as of September 30, 2015 and 2014 . The following table lists the countries and states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of September 30, 2015 and 2014 . September 30, Country 2015 2014 United Kingdom 19.6% 29.8% United States: Texas 11.4% 12.1% Michigan * 10.3% ____________________________ * Geography's annualized rental income on a straight-line basis was less than 10% of consolidated annualized rental income for all portfolio properties for the period specified. The Company did not own properties in any other countries and states that in total represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of September 30, 2015 and 2014 . |
Revolving Credit Facility
Revolving Credit Facility | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility On July 25, 2013, the Company, through the OP, entered into a credit facility (the "Credit Facility") that provided for aggregate revolving loan borrowings of up to $50.0 million (subject to borrowing base availability). The Credit Facility has been amended at various times, and maximum borrowings have increased to $740.0 million , with the most recent increase being on August 24, 2015. The Company had $735.4 million and $659.3 million outstanding under the Credit Facility as of September 30, 2015 and December 31, 2014 , respectively. Availability of borrowings is based on a pool of eligible unencumbered real estate assets. The initial maturity date of the facility is July 25, 2016 with two one-year extension options, subject to certain conditions. The Company has the option, based upon its consolidated leverage ratio, to have draws under the facility priced at either the Alternate Base Rate (as described below) plus 0.60% to 1.20% or at adjusted LIBOR plus 1.60% to 2.20% . The Alternate Base Rate is defined in the Credit Facility as a rate per annum equal to the greatest of (a) the fluctuating annual rate of interest announced from time to time by the lender as its “prime rate” in effect on such day, (b) the federal funds effective rate in effect on such day plus 0.5% of 1% and (c) the Adjusted LIBOR for a one-month interest period on such day plus 1% . Adjusted LIBOR refers to LIBOR multiplied by the statutory reserve rate, as determined by the Federal Reserve System of the United States. The Credit Facility agreement requires the Company to pay an unused fee per annum of 0.25% if the unused balance of the Credit Facility exceeds or is equal to 50% of the available facility or a fee per annum of 0.15% if the unused balance of the Credit Facility is less than 50% of the available facility. As of September 30, 2015 , the Credit Facility reflected variable-rate borrowings with a carrying value of $735.4 million and a fair value of $747.2 million , and a weighted average effective interest rate of 2.1% after considering interest rate swaps in place. The unused borrowing capacity under the Credit Facility as of September 30, 2015 and December 31, 2014 was $4.6 million and $20.7 million , respectively. The Credit Facility agreement provides for quarterly interest payments for each Alternate Base Rate loan and periodic payments for each Adjusted LIBOR Rate loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the maturity date in July 2016. The Credit Facility agreement also contains two one-year extension options, subject to certain conditions. The Credit Facility agreement may be prepaid at any time, in whole or in part, without premium or penalty, subject to prior notice to the lender. In the event of a default, the lender has the right to terminate their obligations under the Credit Facility agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans. 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, 2015 , the Company was in compliance with the financial covenants under the Credit Facility. Foreign currency draws under the Credit Facility are designated as net investment hedges of the Company's investments during the periods reflected in the statement of operations (See Note 8 — Derivatives and Hedging Activities). |
Mortgage Note Payable
Mortgage Note Payable | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Mortgage Notes Payable Mortgage notes payable as of September 30, 2015 and December 31, 2014 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, 2015 December 31, 2014 Maturity (In thousands) (In thousands) Finland: Finnair 4 $ 31,934 $ — 2.2% (2) Fixed Sep. 2020 Tokmanni 1 32,579 — 2.4% (2) Fixed Oct. 2020 Germany: Rheinmetall 1 11,919 12,884 2.6% (2) Fixed Jan. 2019 OBI DIY 1 5,060 5,470 2.4% Fixed Jan. 2019 RWE AG 3 70,275 75,969 1.6% (2) Fixed Oct. 2019 Rexam 1 5,914 6,394 1.8% (2) Fixed Oct. 2019 Metro Tonic 1 29,797 32,211 1.7% (2) Fixed Dec. 2019 United Kingdom: McDonald's 1 1,153 1,180 4.1% (2) Fixed Oct. 2017 Wickes Building Supplies I 1 2,952 3,024 3.7% (2) Fixed May 2018 Everything Everywhere 1 6,066 6,213 4.0% (2) Fixed Jun. 2018 Thames Water 1 9,100 9,319 4.1% (2) Fixed Jul. 2018 Wickes Building Supplies II 1 2,502 2,563 4.2% (2) Fixed Jul. 2018 Northern Rock 2 7,962 8,155 4.5% (2) Fixed Sep. 2018 Wickes Building Supplies III 1 2,882 2,951 4.4% (2) Fixed Nov. 2018 Provident Financial 1 19,337 19,804 4.1% (2) Fixed Feb. 2019 Crown Crest 1 29,195 29,901 4.3% (2) Fixed Feb. 2019 Aviva 1 23,811 24,387 3.8% (2) Fixed Mar. 2019 Bradford & Bingley 1 11,465 — 3.5% (2) Fixed May 2020 Intier Automotive Interiors 1 7,166 — 3.5% (2) Fixed May 2020 Capgemini 1 8,341 — 3.2% (2) Fixed Jun. 2020 Fujitisu 3 37,581 — 3.2% (2) Fixed Jun. 2020 Amcor Packaging 7 4,741 — 3.6% (2) Fixed Jul. 2020 Fife Council 1 2,781 — 3.6% (2) Fixed Jul. 2020 Malthrust 3 4,853 — 3.6% (2) Fixed Jul. 2020 Talk Talk 1 5,801 — 3.6% (2) Fixed Jul. 2020 HBOS 3 8,174 — 3.6% (2) Fixed Jul. 2020 DFS Trading 5 15,377 — 3.4% (2) Fixed Aug. 2020 DFS Trading 2 3,600 — 3.4% (2) Fixed Aug. 2020 HP Enterprise Services 1 14,085 — 3.4% (2) Fixed Aug. 2020 United States: Quest Diagnostics 1 52,800 — 2.0% (3) Variable Sep. 2018 Western Digital 1 18,055 18,269 5.3% Fixed Jul. 2021 Puerto Rico: Encanto Restaurants 18 22,169 22,492 6.3% Fixed Jun. 2017 Total 72 $ 509,427 $ 281,186 3.1% ___________________________________________________________ (1) Movement in principal balances are related to changes in exchange rates. (2) Fixed as a result of an interest rate swap agreement. (3) The interest rate is 2.0% plus 1-month LIBOR. During the three months ended September 30, 2015 , the Company mortgaged 23 U.K. properties for which the Company received net proceeds of $59.4 million ( £39.2 million based upon an exchange rate of $1.52 to £1.00 as of September 30, 2015 ), one Finnish property for which the Company received net proceeds of $32.6 million ( €29.0 million based upon an exchange rate of $1.12 to €1.00 as of September 30, 2015 ) and one U.S. property for which the Company received net proceeds of $52.8 million . The total carrying value of unencumbered assets as of September 30, 2015 was $1.4 billion . The following table presents future scheduled aggregate principal payments on the mortgage notes payable over the next five calendar years and thereafter as of September 30, 2015 : (In thousands) Future Principal Payments 2015 (remainder) $ 186 2016 758 2017 23,071 2018 84,601 2019 195,661 2020 188,850 Thereafter 16,300 $ 509,427 The Company's mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of September 30, 2015 and December 31, 2014 , 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, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 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 derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As of September 30, 2015 and December 31, 2014 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. 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. Investment Securities On September 3, 2015, the Company redeemed its investment in the AR Capital Global Real Estate Income Fund, a real estate income fund traded in an active market with an aggregate fair value of $0.5 million as of the redemption date. The real estate income fund is managed by an affiliate of the Sponsor (see Note 11 — Related Party Transactions ). The redemption resulted in a recognized loss of approximately $0.1 million for the three and nine months ended September 30, 2015 . As of December 31, 2014 , the investment had an aggregate fair value of $0.5 million and an unrealized loss of $24,000 . Unrealized losses were considered temporary and therefore no impairment was recorded for the year ended December 31, 2014 . Financial Instruments Measured at Fair Value on a Recurring Basis The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 , 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, 2015 Foreign currency swaps, net (GBP & EUR) $ — $ 3,192 $ — $ 3,192 Foreign currency forwards, net (GBP & EUR) $ — $ 2,254 $ — $ 2,254 Interest rate swaps, net (GBP & EUR) $ — $ (7,251 ) $ — $ (7,251 ) Listing Note (see Note 7) $ — $ — $ (3,380 ) $ (3,380 ) December 31, 2014 Foreign currency swaps, net (GBP & EUR) $ — $ 11,289 $ — $ 11,289 Foreign currency forwards, net (GBP & EUR) $ — $ 1,884 $ — $ 1,884 Interest rate swaps, net (GBP & EUR) $ — $ (5,650 ) $ — $ (5,650 ) Investment securities $ 490 $ — $ — $ 490 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. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2015 . Level 3 Valuations The following is a reconciliation of the beginning and ending balance for the changes in the instrument with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2015 : (In thousands) Listing Note Beginning balance as of December 31, 2014 $ — Fair value at issuance 8,670 Fair value adjustment (5,290 ) Ending balance as of September 30, 2015 $ 3,380 The following table provides quantitative information about the significant Level 3 input used (in thousands): Financial Instrument Fair Value at September 30, 2015 Principal Valuation Technique Unobservable Inputs Input Value Listing Note $ 3,380 Monte Carlo Simulation Expected volatility 23.0% The following discussion provides a description of the impact on a fair value measurement of a change in each unobservable input in isolation. For the relationship described below, the inverse relationship would also generally apply. Expected volatility is a measure of the variability in possible returns for an instrument, parameter or market index given how much the particular instrument, parameter or index changes in value over time. Generally, the higher the expected volatility of the underlying, the wider the range of potential future returns. An increase in expected volatility, in isolation, would generally result in an increase in the fair value measurement of an instrument. Financial Instruments not Measured at Fair Value on a Recurring Basis The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate value. The fair value of short-term financial instruments such as cash and cash equivalents, due to/from affiliates, accounts payable and dividends payable approximates their carrying value on the 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 consolidated balance sheets are reported below. Carrying Amount (1) Fair Value Carrying Amount (2) Fair Value (In thousands) Level September 30, September 30, December 31, December 31, Mortgage notes payable 3 $ 510,225 $ 508,153 $ 282,351 $ 280,967 Credit Facility (3) 3 $ 735,357 $ 747,223 $ 659,268 $ 669,824 __________________________________________________________ (1) Carrying value includes $509.4 million mortgage notes payable and $0.8 million mortgage premiums, net as of September 30, 2015 . (2) Carrying value includes $281.2 million mortgage notes payable and $1.2 million mortgage premiums, net as of December 31, 2014 . (3) As more fully described in Note 8 , certain of the Credit Facility advances are denominated in Euro and British Pounds. All of the foreign currency advances as of September 30, 2015 were designated as net investment hedges and measured at fair value through other comprehensive income as part of the cumulative translation adjustment. As of December 31, 2014 , the foreign currency advances were not designated as net investment hedges and thus any foreign currency transaction gains (losses) were reflected in earnings. The fair value of the mortgage notes payable and Credit Facility is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. |
Derivative and Hedging Activiti
Derivative and Hedging Activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Risk Management Objective The Company uses 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. Certain foreign investments expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency, the U.S. dollar ("USD"). The principal objective of such arrangements is to minimize the risks and/or 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 and currency 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 affiliates may also have other financial relationships. The Company does not anticipate that any such counterparties will fail to meet their obligations. The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Balance Sheet as of September 30, 2015 and December 31, 2014 : (In thousands) Balance Sheet Location September 30, 2015 December 31, 2014 Derivatives designated as hedging instruments: Interest rate swaps (GBP) Derivatives assets, at fair value $ 4 $ 18 Interest rate swaps (GBP) Derivatives liabilities, at fair value (5,231 ) (4,353 ) Interest rate swaps (EUR) Derivatives liabilities, at fair value (2,024 ) (1,315 ) Cross currency swaps (GBP) Derivatives assets, at fair value — 4,517 Cross currency swaps (EUR) Derivatives assets, at fair value — 7,219 Cross currency swaps (GBP) Derivatives liabilities, at fair value — (447 ) Total $ (7,251 ) $ 5,639 Derivatives not designated as hedging instruments: Forwards (EUR-USD) Derivatives assets, at fair value $ 1,182 $ 736 Forwards (GBP-USD) Derivatives assets, at fair value 1,072 1,148 Cross currency swaps (GBP) Derivatives assets, at fair value 348 — Cross currency swaps (EUR) Derivatives assets, at fair value 2,845 — Cross currency swaps (GBP) Derivatives liabilities, at fair value (1 ) — Total $ 5,446 $ 1,884 The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2015 and December 31, 2014 . Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount September 30, 2015 $ 5,451 $ (7,256 ) $ — $ (1,805 ) $ — $ — $ (1,805 ) December 31, 2014 $ 13,638 $ (6,115 ) $ — $ 7,523 $ — $ — $ 7,523 In addition to the above derivative arrangements, the Company also uses non-derivative financial instruments to hedge its exposure to foreign currency exchange rate fluctuations as part of its risk management program, including foreign denominated debt issued and outstanding with third parties to protect the value of its net investments in foreign subsidiaries against exchange rate fluctuations. The Company draws foreign currency advances under its Credit Facility to fund certain investments in the respective local currency which creates a natural hedge against the original equity invested in the real estate investments, removing the need for the final cross currency swaps (See Note 4 — Revolving Credit Facility). As further discussed below, in conjunction with the restructuring of the cross currency swaps on February 4, 2015 , foreign currency advances of €110.5 million and £68.5 million were drawn under the Company’s Credit Facility. The Company separately designated each foreign currency draw as a net investment hedge under ASC 815. Effective May 17, 2015, the Company modified the hedging relationship and designated all current and future foreign currency draws as net investment hedges. 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. 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. As of September 30, 2015 and December 31, 2014 , the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: September 30, 2015 December 31, 2014 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate swaps (GBP) 27 $ 486,421 20 $ 371,225 Interest rate swaps (EUR) 15 326,301 10 282,999 Total 42 $ 812,722 30 $ 654,224 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 income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction impacts earnings. During 2015 , such derivatives were 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. During the three and nine months ended September 30, 2015 , the Company recorded losses of $23,000 and $89,000 of ineffectiveness in earnings, respectively. During the three and nine months ended September 30, 2014 there were no losses due to ineffectiveness. During the three months ended September 30, 2015 , the Company terminated one of its interest rate swaps and accelerated the reclassification of amounts in other comprehensive income (loss) to net income (loss) as the probability of the hedged transaction occurring had been eliminated. The accelerated amounts were a loss of $38,000 . Amounts reported in accumulated other comprehensive income (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 $4.5 million will be reclassified from other comprehensive income (loss) as an increase to interest expense. The table below details the location in the 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, 2015 and 2014 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Amount of gain (loss) recognized in accumulated other comprehensive income from derivatives (effective portion) $ (5,045 ) $ 5,735 $ 8,119 $ (84 ) Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion) $ (1,170 ) $ (595 ) $ (567 ) $ (1,197 ) Amount of loss recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) $ (23 ) $ — $ (89 ) $ — Foreign Currency Swaps Designated as Net Investment Hedges The Company is exposed to fluctuations in foreign exchange rates on property investments in foreign countries which pay rental income, incur property related expenses and hold debt instruments in currencies other than its functional currency, the USD. The Company uses foreign currency derivatives including cross currency swaps to hedge its exposure to changes in foreign exchange rates on certain of its foreign investments. Cross currency swaps involve fixing the applicable exchange rate for delivery of a specified amount of foreign currency on specified dates. On February 4, 2015 , the Company restructured its cross currency swaps and replaced its initial US dollar equity funding in certain foreign real estate investments with foreign currency debt. As part of the restructuring, foreign currency advances of €110.5 million and £68.5 million were drawn under the Company’s Credit Facility which created a natural hedge against the original equity invested in the real estate investments, thus removing the need for the final equity notional component of the cross currency swaps. The cross currency swaps had been designated as net investment hedges through the date of the restructure. For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss) (outside of earnings) as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated. The restructuring and settlement of the cross currency swaps resulted in a gain of approximately $19.0 million , with $10.1 million in proceeds received and $8.9 million retained by the bank as a reduction of outstanding Credit Facility balance. The gain will remain in the cumulative translation adjustment (CTA) until such time as the net investments are sold or substantially liquidated in accordance with ASC 830. As of September 30, 2015 , the Company's cross currency swaps were not designated as net investment hedges. The Company had the following outstanding cross currency swaps that were used to hedge its net investments in foreign operations at December 31, 2014 : December 31, 2014 Derivatives Number of Instruments Notional Amount (In thousands) Cross currency swaps (GBP - USD) (1) 5 $ 107,623 Cross currency swaps (EUR - USD) (1) 10 134,285 Total 15 $ 241,908 ____________________________________ (1) Payments and obligations pursuant to these foreign currency swap agreements were guaranteed by the Company, ARC Global Holdco, LLC and the OP. Foreign Denominated Debt Designated as Net Investment Hedges Effective May 17, 2015 , all foreign currency draws under the Credit Facility were designated as net investment hedges. As such, the effective portion of changes in value due to currency fluctuations are reported in accumulated other comprehensive income (loss) (outside of earnings) as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated. As of September 30, 2015 , total foreign currency advances under the Credit Facility were approximately $567.4 million , which reflects advances of £160.2 million ( $243.0 million based upon an exchange rate of £1.00 to $1.52 , as of September 30, 2015 ) and advances of €288.4 million ( $324.3 million based upon an exchange rate of €1.00 to $1.12 , as of September 30, 2015 ). The Company recorded gains of $1.5 million and $2.4 million for the three and nine months ended September 30, 2015 , respectively, due to the ineffectiveness resulting from the over-hedged position of the foreign currency advances over the related net investments. Prior to May 16, 2015 , foreign currency advances which comprised of $92.1 million of GBP draws (based upon an exchange rate of $1.58 to £1.00 , as of May 16, 2015 ) and $126.0 million of EUR draws (based upon an exchange rate of $1.14 to €1.00 , as of May 16, 2015 ) were not designated as net investment hedges and, accordingly, the changes in value through May 16, 2015 due to currency fluctuations were reflected in earnings. As a result, the Company recorded remeasurement losses on the foreign denominated draws of $2.9 million for the nine months ended September 30, 2015 . As all foreign draws are now designated as net investment hedges there were no additional remeasurement gains (losses) for the three months ended September 30, 2015 . Non-designated Derivatives The Company is exposed to fluctuations in the exchange rates of its functional currency, the USD, against the Pound Sterling ("GBP") and the Euro ("EUR"). The Company uses foreign currency derivatives including currency forward and cross currency swap agreements to manage its exposure to fluctuations in GBP-USD and EUR-USD exchange rates. While these derivatives are hedging the fluctuations in foreign currencies, they do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated as hedges under qualifying hedging relationships are recorded directly in net income (loss). During the third quarter 2015, the Company identified errors in accounting for the cross currency derivatives that were no longer designated as hedges subsequent to their restructuring on February 4, 2015 which resulted in the Company recording additional gain on derivative investments of $1.1 million during the three and nine months ended September 30, 2015 (see Note 2 — Summary of Significant Accounting Policies). The Company recorded total gains of $2.3 million and $2.8 million on the non-designated hedges for the three and nine months ended September 30, 2015 , respectively. For the three and nine months ended September 30, 2014 the Company recorded gains on the non-designated hedges of $0.8 million and $0.6 million , respectively. As of September 30, 2015 and December 31, 2014 , the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. September 30, 2015 December 31, 2014 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Forwards (GBP - USD) 50 $ 8,387 80 $ 13,664 Forwards (EUR - USD) 19 7,779 31 12,699 Cross currency swaps (GBP - USD) 9 84,868 — — Cross currency swaps (EUR - USD) 5 102,932 — — Total 83 $ 203,966 111 $ 26,363 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, 2015 , 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 $8.3 million . As of September 30, 2015 , 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. |
Listing Note
Listing Note | 9 Months Ended |
Sep. 30, 2015 | |
Listing Note [Abstract] | |
Listing Note | Listing Note In connection with the Listing, the Company, as the general partner of the OP, caused the OP, subject to the terms of the Second Amended and Restated Limited Partnership Agreement, to issue a note (the "Listing Note") to the Special Limited Partner, to evidence the OP’s obligation to distribute to the Special Limited Partner an aggregate amount (the "Listing Amount") equal to 15.0% of the difference (to the extent the result is a positive number) between: • the sum of (i) the "market value" (as defined in the Listing Note) of all of the Company’s outstanding shares of Common Stock plus (ii) the sum of all distributions or dividends (from any source) paid by the Company to its stockholders prior to the Listing; and • the sum of (i) the total amount raised in the Company’s IPO and its DRIP prior to the Listing ("Gross Proceeds") plus (ii) the total amount of cash that, if distributed to those stockholders who purchased shares in the IPO and under the DRIP, would have provided those stockholders a 6.0% cumulative, non-compounded, pre-tax annual return (based on a 365 -day year) on the Gross Proceeds. The market value used to calculate the Listing Amount will not be determinable until the end of a measurement period of 30 consecutive trading days, commencing on the 180th calendar day following the Listing, unless another liquidity event, such as a merger, occurs prior to the end of the measurement period. If another liquidity event occurs prior to the end of the measurement period, the Listing Note provides for appropriate adjustment to the calculation of the Listing Amount. The Special Limited Partner will have the right to receive distributions of Net Sales Proceeds, as defined in the Listing Note, until the Listing Note is paid in full; provided that, the Special Limited Partner has the right, but not the obligation, to convert the entire special limited partner interest into OP Units. Those OP Units would be convertible for the cash value of a corresponding number of shares of Common Stock, at the Company's option, or a corresponding number of shares of Common Stock in accordance with the terms contained in the Second Amended and Restated Limited Partnership Agreement. Until the amount of the Listing Note can be determined, the Listing Note is considered a liability which is marked to fair value at each reporting date, with changes in the fair value recorded in the consolidated statements of operations and comprehensive income (loss). The Listing Note fair value at issuance and as of September 30, 2015 was determined using a Monte Carlo simulation, which uses a combination of observable and unobservable inputs. As of September 30, 2015 , the Listing Note had a fair value of $3.4 million . The final value of the Listing Note could differ materially from the initial or current fair value at September 30, 2015 (see Note 6 — Fair Value of Financial Instruments). |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Common Stock | Common Stock The Company listed its Common Stock on the NYSE under the symbol "GNL" on June 2, 2015 . On the same day, the Company commenced the Tender Offer which expired on June 29, 2015 . On July 6, 2015 , the Company accepted and repurchased approximately 11.9 million shares of its Common Stock under the terms of the Tender Offer at a price of $10.50 per share, for an aggregate amount of $125.0 million , excluding fees and expenses related to the Tender Offer and including fractional shares repurchased thereafter. The Company funded the Tender Offer using cash on hand and funds available under its Credit Facility. As of September 30, 2015 and December 31, 2014 , the Company had 168,936,633 and 177,933,175 shares of Common Stock outstanding, respectively, including shares issued under the dividend reinvestment plan (the "DRIP"), but not including unvested restricted shares, the OP Units issued to limited partners other than the Company or long-term incentive units issued in accordance with the OPP which are currently, or may be in the future, convertible into shares of Common Stock. Monthly Dividends and Change to Payment Dates Historically, the Company has calculated its monthly dividend based upon daily record and dividend declaration dates so that its stockholders would be entitled to be paid dividends beginning with the month in which their shares were purchased. Following the Listing, the Company pays dividends on the 15th day of each month at a rate of $0.059166667 per share to stockholders of record as of close of business on the 8th day of such month. On April 7, 2015 , the Company suspended the DRIP. The final issuance of shares of Common Stock pursuant to the DRIP occurred in connection with the Company’s April dividend which was paid on May 1, 2015 . Share Repurchase Program On April 7, 2015 , the Company's board of directors approved the termination of the Company’s Share Repurchase Program (“SRP”). The Company processed all of the requests received under the SRP in the first quarter of 2015 and will not process further requests. The following table reflects the cumulative number of common shares repurchased as of December 31, 2014 and as of and for the nine months ended September 30, 2015 : Number of Shares Repurchased Weighted Average Price per Share Cumulative repurchases as of December 31, 2014 99,969 $ 9.91 Redemptions 135,123 9.78 Shares repurchased under Tender Offer 11,904,762 10.50 Cumulative repurchases as of September 30, 2015 12,139,854 $ 10.49 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Ground Leases Certain properties acquired are subject to ground leases, which are accounted for as operating leases. The ground leases have varying ending dates, renewal options, and rental rate escalations, with the latest leases extending to April 2105. Future minimum rental payments to be made by the Company under these noncancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows: (In thousands) Future Ground Lease Payments 2015 (remainder) $ 336 2016 1,354 2017 1,382 2018 1,408 2019 1,436 2020 1,464 Thereafter 67,621 Total $ 75,001 The Company incurred rent expense on ground leases of $26,000 and $0.1 million during the three and nine months ended September 30, 2015 , respectively. There was no ground rent expense during the three and nine months ended September 30, 2014 . Litigation and Regulatory Matters In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no 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. As of September 30, 2015 , the Company had 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 the results of operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 — Related Party Transactions As of September 30, 2015 and December 31, 2014 , the Sponsor, the Special Limited Partner and a subsidiary of the Service Provider owned, in the aggregate, 244,444 shares of the Company's outstanding Common Stock. The Advisor, the Service Provider, and their affiliates may incur costs and fees on behalf of the Company. As of September 30, 2015 and December 31, 2014 , the Company had $0.1 million and $0.5 million of receivable from affiliated entities and $0.9 million and $0.4 million of payable to their affiliates, respectively. The Company is the sole general partner of the OP and holds the majority of OP Units. The Special Limited Partner, a limited partner, held 22 OP Units as of September 30, 2015 , which represented a nominal percentage of the aggregate OP ownership. On June 2, 2015 , the Advisor exchanged 1,726,323 previously-issued Class B units for 1,726,323 OP Units pursuant to the OP Agreement. These OP Units are exchangeable for shares of Common Stock of the Company on a one-for-one basis, or the cash value of shares of Common Stock (at the option of the Company), 12 months from the Listing Date subject to the terms of the limited partnership agreement of the OP. The Advisor and the OP also entered into a Contribution and Exchange Agreement pursuant to which the Advisor contributed $0.8 million in cash to the OP in exchange for 83,333 OP Units. As of September 30, 2015 , the Advisor held a total of 1,461,753 OP Units, the Service Provider held a total of 347,903 OP Units, and the Special Limited Partner held 22 OP Units. The Company paid $0.3 million of OP Unit distributions during the three and nine months ended September 30, 2015 . A holder of OP Units, other than the Company, has the right to convert OP Units for a corresponding number of shares of the Company's Common Stock, at the Company's option, or the cash value equivalent of those shares in accordance with the limited partnership agreement of the OP. The remaining rights of the holders of OP Units 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. On September 30, 2015 , the Company fully redeemed its investment of $0.5 million in a real estate income fund managed by an affiliate of the Sponsor (see Note 6 — Fair Value of Financial Instruments). Fees Paid in Connection with the IPO The Legacy Dealer Manager was paid fees and compensation in connection with the sale of the Company's Common Stock in the IPO which was completed on June 30, 2014 . Specifically, the Legacy Dealer Manager was paid selling commissions of up to 7.0% of the per share purchase price of offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Legacy Dealer Manager was paid 3.0% of the per share purchase price from the sale of the Company's shares, a portion of which was reallowed to participating broker-dealers. The following table details total selling commissions and dealer manager fees incurred from and payable to the Legacy Dealer Manager related to the sale of Common Stock as of and for the periods presented: Payable as of Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, (In thousands) 2015 2014 2015 2014 2015 2014 Total commissions and fees to Legacy Dealer Manager $ — $ 1,821 $ (8 ) $ 148,377 $ — $ 13 The Advisor and its affiliates were paid compensation and received reimbursement for services relating to the IPO, including transfer agent services provided by an affiliate of the Legacy Dealer Manager. All offering costs incurred by the Company or the Advisor and its affiliated entities on behalf of the Company have been charged to additional paid-in capital on the accompanying consolidated balance sheets. The following table details fees and offering cost reimbursements incurred and payable to the Advisor and the Legacy Dealer Manager related to the sale of Common Stock as of and for the periods presented: Payable as of Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, (In thousands) 2015 2014 2015 2014 2015 2014 Fees and expense reimbursements to the Advisor and Legacy Dealer Manager $ — $ 5,889 $ — $ 17,635 $ — $ 61 The Company was responsible for paying offering and related costs from the IPO, excluding commissions and dealer manager fees, up to a maximum of 1.5% of gross proceeds received from its ongoing offering of Common Stock, measured at the end of the offering. Offering costs in excess of the 1.5% cap as of the end of the offering were the Advisor's responsibility. The Advisor reimbursed the Company $0.5 million of offering costs. Offering and related costs, excluding commissions and dealer manager fees, did not exceed 1.5% of gross proceeds received from the IPO. After the escrow break, the Advisor elected to cap cumulative offering costs incurred by the Company, net of unpaid amounts, to 11.5% of gross Common Stock proceeds during the offering period. As of September 30, 2015 , cumulative offering costs were $188.1 million . Cumulative offering costs of the IPO net of unpaid amounts did not exceed 11.5% . Fees Paid in Connection With the Operations of the Company Until June 2, 2015, the Advisor was paid an acquisition fee of 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment. Solely with respect to investment activities in Europe, the Service Provider was paid 50% of the acquisition fees and the Advisor was paid the remaining 50% , as set forth in the service provider agreement. The Advisor was also reimbursed for insourced expenses incurred in the process of acquiring properties, which were limited to 0.5% of the contract purchase price and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company paid third party acquisition expenses. The Company's Advisor provides services in connection with the origination or refinancing of any debt that the Company obtained and used to acquire properties or to make other permitted investments, or that was assumed, directly or indirectly, in connection with the acquisition of properties. Until June 2, 2015, the Company paid the Advisor a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations. Solely with respect to the Company's investment activities in Europe, the Service Provider was paid 50% of the financing coordination fees and the Advisor received the remaining 50% . Until the Listing, the Company compensated the Advisor for its asset management services in an amount equal to 0.75% per annum of the total of: the cost of the Company's assets (cost includes the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs, but excluding acquisition fees) plus costs and expenses incurred by the Advisor in providing asset management services, less the excess, if any, of dividends over FFO plus acquisition fees expenses and restricted share grant amortization. Until April 1, 2015, as compensation for this arrangement, the Company caused the OP to issue (subject to periodic approval by the board of directors) to the Advisor and Service Provider performance-based restricted partnership units of the OP designated as "Class B units," which were intended to be profits interests and would vest, and no longer be subject to forfeiture, at such time as: (x) the value of the OP's assets plus all dividends made equaled or exceeded the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following had occurred: (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; or (3) another liquidity event; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). The value of issued Class B units was determined and expensed when the Company deemed the achievement of the performance condition was probable, which occurred as of the Listing. As of June 2, 2015 , in aggregate, the board of directors had approved the issuance of 1,726,323 Class B units to the Advisor and the Service Provider in connection with this arrangement. The Advisor and the Service Provider received distributions on unvested Class B units equal to the dividend rate received on the Company's Common Stock. Such distributions on issued Class B units in the amount of $0.3 million were included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss) for the nine months ended September 30, 2015 . Subsequent to the Listing, the Company recorded OP Unit distributions which are included in consolidated statement of changes in stockholders' equity. The Company has recorded distributions on issued Class B units in the amounts of $0.2 million and $0.3 million for the three and nine months ended September 30, 2014 , respectively. From April 1, 2015 to the Listing Date, the Advisor was paid for its asset management services in cash. The performance condition related to these Class B units was satisfied upon completion of the Listing, and the Class B units vested at a cost of $14.5 million on June 2, 2015 . Concurrently, the Class B units were converted to OP Units on a one-to-one basis. The vested value was calculated based, in part, on the closing price of Company's Common Stock on June 2, 2015 less an estimated discount for the one year lock-out period of transferability or liquidity of the OP Units. On the Listing Date, the Company entered into the Fourth Amended and Restated Advisory Agreement (the “Amended Advisory Agreement”) by and among the Company, the OP and the Advisor, which, among other things, eliminated the acquisition fee and finance coordination fee payable to the Advisor under the original Advisory Agreement, as amended, except for fees with respect to properties under contract, letter of intent or under negotiation as of the Listing Date. Under the terms of the Amended Advisory Agreement, the Company pays the Advisor: (i) a base fee of $18.0 million per annum payable in cash monthly in advance (“Minimum Base Management Fee”); (ii) plus a variable fee, payable monthly in advance in cash, equal to 1.25% of the cumulative net proceeds realized by the Company from the issuance of any common equity, including any common equity issued in exchange for or conversion of preferred stock or exchangeable notes, as well as, from any other issuances of common, preferred, or other forms of equity of the Company, including units of any operating partnership (“Variable Base Management Fee”); and (iii) an incentive fee (“Incentive Compensation”), 50% payable in cash and 50% payable in shares of the Company’s Common Stock (which shares are subject to certain lock up restrictions), equal to: (a) 15% of the Company’s Core AFFO (as defined in the Amended Advisory Agreement) per weighted average share outstanding for the applicable period (“Core AFFO Per Share”)(1) in excess of an incentive hurdle based on an annualized Core AFFO Per Share of $0.73 , plus (b) 10% of the Core AFFO Per Share in excess of an incentive hurdle of an annualized Core AFFO Per Share of $0.95 . The $0.73 and $0.95 incentive hurdles are subject to annual increases of 1% to 3% . The Base Management Fee and the Incentive Compensation are each subject to an annual adjustment. The annual aggregate amount of the Minimum Base Management Fee and Variable Base Management Fee (collectively, the “Base Management Fee”) that may be paid under the Advisory Agreement will also be subject to varying caps based on assets under management (“AUM”) (2) , as defined in the Advisory Agreement. _______________________________ (1) For purposes of the Amended Advisory Agreement, Core AFFO per share means (i) Net income adjusted for the following items (to the extent they are included in Net income): (a) real estate related depreciation and amortization; (b) Net income from unconsolidated partnerships and joint ventures; (c) one-time costs that the Advisor deems to be non-recurring; (d) non-cash equity compensation (other than any Restricted Share Payments); (e) other non-cash income and expense items; (f) non-cash dividends related to the Class B Units of the OP and certain non-cash interest expenses related to securities that are convertible to Common Stock; (g) gains (or losses) from the sale of Investments; (h) impairment losses on real estate; (i) acquisition and transaction related costs; (j) straight-line rent; (k) amortization of above and below market leases and liabilities; (l) amortization of deferred financing costs; (m) accretion of discounts and amortization of premiums on debt investments; (n) mark-to-market adjustments included in Net income; (o) unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and (p) consolidated and unconsolidated partnerships and joint ventures. (ii) divided by the weighted average outstanding shares of Common Stock on a fully diluted basis for such period. (2) For purposes of the Advisory Agreement, "AUM" means, for a specified period, an amount equal to (A) (i) the aggregate costs of the Company's investments (including acquisition fees and expenses) at the beginning of such period (before reserves for depreciation of bad debts, or similar non-cash reserves) plus (ii) the aggregate cost of he Company's investment at the end of such period (before reserves fro depreciation or bad debts, or similar non-cash reserves) divided by (B) two (2). In addition, the per annum aggregate amount of the Base Management Fee and the Incentive Compensation to be paid under the Amended Advisory Agreement is capped at (a) 1.25% of the AUM for the previous year if AUM is less than or equal to $5.0 billion ; (b) 0.95% if the AUM is equal to or exceeds $15.0 billion ; or (c) a percentage equal to: (A) 1.25% less (B) (i) a fraction, (x) the numerator of which is the AUM for such specified period less $5.0 billion and (y) the denominator of which is $10.0 billion multiplied by (ii) 0.30% if AUM is greater than $5.0 billion but less than $15.0 billion . The Variable Base Management Fee is also subject to reduction if there is a sale or sales of one or more Investments in a single or series of related transactions exceeding $200.0 million and, the special dividend(s) related thereto. In connection with providing strategic advisory services related to certain portfolio acquisitions, the Company has entered into arrangements in which the investment banking division of the Legacy Dealer Manager is paid a transaction fee of 0.25% of the Transaction Value for such portfolio acquisition transactions. Pursuant to such arrangements to date, the Transaction Value has been defined as: (i) the value of the consideration paid or to be paid for all the equity securities or assets in connection with the sale transaction or acquisition transaction (including consideration payable with respect to convertible or exchangeable securities and option, warrants or other exercisable securities and including dividends or dividends and equity security repurchases made in anticipation of or in connection with the sale transaction or acquisition transaction), or the implied value for all the equity securities or assets of the Company or acquisition target, as applicable, if a partial sale or purchase is undertaken, plus (ii) the aggregate value of any debt, capital lease and preferred equity security obligations (whether consolidated, off-balance sheet or otherwise) of the Company or acquisition target, as applicable, outstanding at the closing of the sale transaction or acquisition transaction), plus (iii) the amount of any fees, expenses and promote paid by the buyer(s) on behalf of the Company or the acquisition target, as applicable. Should the Legacy Dealer Manager provide strategic advisory services related to additional portfolio acquisition transactions, the Company will enter into new arrangements with the Legacy Dealer Manager on such terms as may be agreed upon between the two parties. Property Manager provides property management and leasing services for properties owned by the Company, for which the Company pays fees equal to: (i) with respect to stand-alone, single-tenant net leased properties which are not part of a shopping center, 2.0% of gross revenues from the properties managed and (ii) with respect to all other types of properties, 4.0% of gross revenues from the properties managed. For services related to overseeing property management and leasing services provided by any person or entity that is not an affiliate of the Property Manager, the Company pays the Property Manager an oversight fee equal to 1.0% of gross revenues of the property managed. Solely with respect to the Company's investments in properties located in Europe, the Service Provider receives a portion of the fees payable to the Advisor equal to: (i) with respect to single-tenant net leased properties which are not part of a shopping center, 1.75% of the gross revenues from such properties and (ii) with respect to all other types of properties, 3.5% of the gross revenues from such properties. The Property Manager is paid 0.25% of the gross revenues from European single-tenant net leased properties which are not part of a shopping center and 0.5% of the gross revenues from all other types of properties, reflecting a split of the oversight fee with the Service Provider. The following table reflects related party fees incurred, forgiven and contractually due as of and for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, Payable (Receivable) as of 2015 2014 2015 2014 (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven September 30, 2015 December 31, 2014 One-time fees and reimbursements: Acquisition fees and related cost reimbursements (1) $ 14 $ — $ 13,734 $ — $ 722 $ — $ 22,889 $ — $ 1 $ 2 Financing coordination fees (2) 325 — 637 — 823 — 3,484 — (19 ) — Ongoing fees: Asset management fees (3) 4,500 — — — 9,001 — — — 217 (5) — Property management and leasing fees (4) 986 697 167 152 2,999 1,921 354 355 16 (6) 52 Strategic advisory fees — — 346 — — — 561 — — — Class B OP Unit Distributions (94 ) — 50 — 339 — 77 — 216 (6) — Vesting of Class B units (3) — — — — 14,480 — — — — — Total related party operational fees and reimbursements $ 5,731 $ 697 $ 14,934 $ 152 $ 28,364 $ 1,921 $ 27,365 $ 355 $ 431 $ 54 ___________________________________________________________________________ (1) These affiliated fees are recorded within acquisition and transaction related costs on the consolidated statement of operations and comprehensive income (loss). (2) These affiliated costs are recorded as deferred financing costs and amortized over the term of the respective financing arrangement. (3) From January 1, 2013 to April 1, 2015 , the Company caused the OP to issue to the Advisor (subject to periodic approval by the board of directors) restricted performance based Class B units for asset management services, which would vest if certain conditions occur. At the Listing Date, all Class B units held by the Advisor converted to OP Units. From April 1, 2015 until the Listing Date, the Company paid the Advisor asset management fees in cash (as elected by the Advisor). From the Listing Date, the Advisor received asset management fees in cash in accordance with the Amended and Restated Advisory Agreement. No Incentive Compensation was incurred for the three and nine months ended September 30, 2015 . (4) The Advisor waived 100% of fees from U.S. assets and its allocated portion of 50% of fees from European assets. (5) Balance included within due to affiliates on the consolidated balance sheet as of September 30, 2015 . In addition, due to affiliates includes $0.7 million of costs accrued for transfer asset and personnel services received from the Company's affiliated parties including ANST, Advisor and RCS which are recorded within general and administrative expenses on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2015 and are not reflected in the table above. (6) Balance included within accounts payable and accrued expenses on the consolidated balance sheet as of September 30, 2015 . The Company reimburses the Advisor's costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company reimburses the Advisor for personnel costs in connection with other services, in addition to paying an asset management fee; however, the Company does not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. No reimbursement was incurred from the Advisor for providing services during the three and nine months ended September 30, 2015 and 2014 . In order to improve operating cash flows and the ability to pay dividends from operating cash flows, the Advisor may waive certain fees including asset management and property management fees. Because the Advisor may waive certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay dividends to stockholders. 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 or property operating expenses. These absorbed costs are presented net in the accompanying consolidated statements of operations and comprehensive loss. During the three and nine months ended September 30, 2015 , the Advisor absorbed some of the property management and professional fees. During the three and nine months ended September 30, 2014 , there were no property operating and general administrative expenses absorbed by our Advisor. During the three and nine months ended September 30, 2015 , the Company has incurred approximately $0.1 million and $0.7 million , respectively, of recurring transfer agent services fees to American National Stock Transfer, LLC ("ANST"), an affiliate of Realty Capital Securities, LLC, which were included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets On December 31, 2014, the Company entered into an agreement with RCS Capital, the investment banking and capital markets division of the Legacy Dealer Manager, for strategic and financial advice and assistance in connection with (i) a possible sale transaction involving the Company (ii) the possible listing of the Company’s securities on a national securities exchange, and (iii) a possible acquisition transaction involving the Company. The Company also retained Barclays Capital Inc. as a strategic advisor. Both RCS Capital and Barclays Capital Inc., were each entitled to receive a transaction fee equal to 0.23% of the transaction value in connection with a possible sale transaction, listing or acquisition, if any. In connection with Listing, the Company incurred approximately $18.5 million of listing related fees during the nine months ended September 30, 2015 of which $6.0 million was paid to RCS Capital and $6.1 million to Barclays Capital Inc., including out of pocket expense in connection with these agreements. The Company did not incur any additional listing fees during the three months ended September 30, 2015 . In addition, the Company incurred and paid to RCS Capital $2.5 million for personnel and support services in connection with the Listing. The Company also incurred $0.6 million of transfer agent fees to ANST in relation to the Listing. In connection with the Listing and the Amended Advisory Agreement, the Company terminated the subordinated termination fee that would be due to the Advisor in the event of termination of the advisory agreement. All costs noted above were included in listing fees in the consolidated statements of operations and comprehensive income (loss) under listing fees for the three and nine months ended September 30, 2015 . |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2015 | |
Economic Dependency [Abstract] | |
Economic Dependency | Economic Dependency Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor, and the Service Provider, to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company's Common Stock available for issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates and the Service Provider. 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, 2015 | |
Share-based Compensation [Abstract] | |
Share-Based Compensation | 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 all stock options granted under the Plan will be equal to the fair market value 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, 2015 and December 31, 2014 , no stock options were issued under the Plan. Restricted Share Plan The Company's employee and director incentive restricted share plan ("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. Prior to April 8, 2015 , the RSP provided for the automatic grant of 3,000 restricted shares of Common Stock to each of the independent directors, without any further action 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 stockholder's meeting. Restricted stock issued to independent directors vested over a five -year period beginning on the first anniversary of the date of grant in increments of 20% per annum. On April 8, 2015 , the Company amended the RSP ("the Amended RSP"), among other things, to remove the fixed amount of shares that are automatically granted to the independent directors and remove the fixed vesting period of five years . Under the Amended RSP, the annual amount granted to the independent directors is determined by the board of directors. Effective upon the Listing Date, the Company’s board of directors approved the following changes to independent director compensation: (i) increasing in the annual retainer payable to all independent directors to $100,000 per year, (ii) increase in the annual retainer for the non-executive chair to $105,000 , (iii) increase in the annual retainer for independent directors serving on the audit committee, compensation committee or nominating and corporate governance committee to $30,000 . All annual retainers are payable 50% in the form of cash and 50% in the form of restricted stock units ("RSU") which vest over a three -year period. In addition, the directors have the option to elect to receive the cash component in the form of RSUs which would vest over a three -year period. Under the Amended RSP, 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 or upon attainment of pre-established performance objectives. 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. In connection with the Listing, the Company's board of directors also approved a one-time retention grant of 40,000 RSUs to each of the directors valued at $8.52 per unit, which vest over a five -year period. On July 13, 2015, the Company granted an annual retainer to each of its independent directors comprising of 50% (or $0.1 million ) in cash and 50% (or 7,352 ) in RSUs which vest over a three -year period with the vesting period beginning on June 15, 2015 . In addition, the Company granted $0.1 million in non executive chair compensation in cash and 50% (or 5,882 ) in RSUs which vest over a three -year period with the vesting period beginning on June 15, 2015 . Prior to April 8, 2015 , the total number of shares of Common Stock granted under the RSP could not exceed 5.0% of the Company's outstanding shares on a fully diluted basis at any time, and in any event could not exceed 7.5 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). The Amended RSP increased the number of shares the Company's Common Stock, par value $0.01 per share, available for awards thereunder to 10% of the Company’s outstanding shares of Common Stock on a fully diluted basis at any time. The Amended RSP also eliminated the limit of 7.5 million shares of Common Stock permitted to be issued as RSUs. 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 dividends prior to the time that the restrictions on the restricted shares have lapsed. Any dividends payable in common shares shall be 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, 2015 : Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2014 14,400 $ 9.00 Granted prior to Listing Date (1) 3,000 9.00 One-time Listing Grant 160,000 8.52 Granted (2) 27,938 8.84 Vested (3) (17,400 ) 9.00 Unvested, September 30, 2015 187,938 $ 8.87 ____________________________________ (1) Based on the original RSP in place prior to April 8, 2015 . (2) Based on the Amended RSP which provides an annual retainer to: (i) all independent directors; (ii) independent directors serving on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee; and (iii) the non-executive chair. (3) RSUs granted prior to April 8, 2015 vested immediately prior to the Listing. The fair value of the restricted shares granted prior to the Listing Date is based on the per share price in the IPO and the fair value of the restricted shares granted on or after the Listing Date is based on the market price of Common Stock as of the grant date, and is expensed over the vesting period. Compensation expense related to restricted stock was approximately $92,000 and $88,000 during the nine months ended September 30, 2015 and 2014 , respectively, and is recorded as general and administrative expense in the accompanying statements of operations. As of September 30, 2015 , the Company had $1.5 million unrecognized compensation costs related to unvested restricted share awards granted under the Company’s Amended RSP. Multi-Year Outperformance Agreement In connection with the Listing, the Company entered into the OPP with the OP and the Advisor. Under the OPP, the Advisor was issued 9,041,801 long term incentive plan ("LTIP Units") in the OP with a maximum award value on the issuance date equal to 5.00% of the Company’s market capitalization (the “OPP Cap”). The LTIP Units are structured as profits interests in the OP. The Advisor will be eligible to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date, which is the Listing Date, June 2, 2015 , based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciation and Common Stock dividends, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “ Three -Year Period”); each 12-month period during the Three -Year Period (the “ One -Year Periods”); and the initial 24-month period of the Three -Year Period (the “ Two -Year Period”), as follows: Performance Period Annual Period Interim Period Absolute Component: 4% of any excess Total Return attained above an absolute hurdle measured from the beginning of such period: 21% 7% 14% Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period: • 100% will be earned if cumulative Total Return achieved is at least: 18% 6% 12% • 50% will be earned if cumulative Total Return achieved is: —% —% —% • 0% will be earned if cumulative Total Return achieved is less than: —% —% —% • a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between: 0% - 18% 0% - 6% 0% - 12% _______________________________________________________ * The “Peer Group” is comprised of Chambers Street Properties, Gramercy Property Trust Inc., Lexington Realty Trust, Select Income REIT, and W.P. Carey Inc. The potential outperformance award is calculated at the end of each One -Year Period, the Two -Year Period and the Three -Year Period. The award earned for the Three -Year Period is based on the formula in the table above less any awards earned for the Two -Year Period and One -Year Periods, but not less than zero; the award earned for the Two -Year Period is based on the formula in the table above less any award earned for the first and second One -Year Period, but not less than zero. Any LTIP Units that are unearned at the end of the Performance Period will be forfeited. Subject to the Advisor’s continued service through each vesting date, one third of any earned LTIP Units will vest on each of the third, fourth and fifth anniversaries of the Effective Date. Any earned and vested LTIP Units may be converted into OP Units in accordance with the terms and conditions of the limited partnership agreement of the OP. The OPP provides for early calculation of LTIP Units earned and for the accelerated vesting of any earned LTIP Units in the event Advisor is terminated or in the event the Company incurs a change in control, in either case prior to the end of the Three -Year Period. The Company records equity based compensation expense associated with the awards over the requisite service period of five years on a graded vesting basis. Equity-based compensation expense is adjusted each reporting period for changes in the estimated market-related performance. Compensation expense related to the OPP was $0.5 million and $2.3 million for the three and nine months ended September 30, 2015 . Subject to the Advisor’s continued service through each vesting date, one third of any earned LTIP Units will vest on each of the third, fourth and fifth anniversaries of the Effective Date. Until such time as an LTIP Unit is earned in accordance with the provisions of the OPP, the holder of such LTIP Unit is entitled to distributions on such LTIP Unit equal to 10% of the distributions made per OP Unit. The Company has accrued $0.2 million in distributions related to LTIP Units during the three and nine months ended September 30, 2015 , which is included in non-controlling interest in the consolidated balance sheets. After an LTIP Unit is earned, the holder of such LTIP Unit is entitled to a catch-up distribution and then the same distributions as the holders of an OP Unit. At the time the Advisor’s capital account with respect to an LTIP Unit is economically equivalent to the average capital account balance of an OP Unit, the LTIP Unit has been earned and it has been vested for 30 days , the Advisor, in its sole discretion, will be entitled to convert such LTIP Unit into an OP Unit in accordance with the provisions of the limited partnership agreement of the OP. The OPP provides for early calculation of LTIP Units earned and for the accelerated vesting of any earned LTIP Units in the event Advisor is terminated by the Company or in the event the Company incurs a change in control, in either case prior to the end of the Three -Year Period. The valuation of the OPP is determined using a Monte Carlo simulation. This analysis reflects the contractual terms of the OPP, including the performance periods and total return hurdles, as well as observable market-based inputs, including interest rate curves, and unobservable inputs, such as expected volatility. As a result, the Company has determined that its OPP valuation in its entirety is classified in Level 3 of the fair value hierarchy. The following table presents information about the Company's OPP, which is measured at fair value on a recurring basis as of September 30, 2015 , aggregated by the level in the fair value hierarchy within which the instrument falls: (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total OPP at September 30, 2015 $ — $ — $ (27,200 ) $ (27,200 ) Level 3 Valuations The following is a reconciliation of the beginning and ending balance for the changes in instruments with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2015 : (In thousands) OPP Beginning Balance as of December 31, 2014 $ — Fair value at issuance 27,500 Fair value adjustment (300 ) Ending Balance as of September 30, 2015 $ 27,200 The following table provides quantitative information about significant Level 3 inputs used: Financial Instrument Fair Value at September 30, 2015 Principal Valuation Technique Unobservable Inputs Input Value (In thousands) OPP $ 27,200 Monte Carlo Simulation Expected volatility 22.0 % The following discussion provides a description of the impact on a fair value measurement of a change in each unobservable input in isolation. For the relationship described below, the inverse relationship would also generally apply. Expected volatility is a measure of the variability in possible returns for an instrument, parameter or market index given how much the particular instrument, parameter or index changes in value over time. Generally, the higher the expected volatility of the underlying, the wider the range of potential future returns. An increase in expected volatility, in isolation, would generally result in an increase in the fair value measurement of an instrument. On August 7, 2015 , the Company amended and restated the OPP (the “Amended OPP”) with the OP and the Advisor to amend certain definitions related to performance measurement to equitably adjust for share issuances and share repurchases on a go-forward basis. The amendment resulted in an immaterial adjustment to compensation cost as of the modification date. 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 such shares of Common Stock issued in lieu of cash during the nine months ended September 30, 2015 . There were 1,056 shares of Common Stock issued in lieu of cash during the nine months ended September 30, 2014 which resulted in additional share based compensation of $10,000 . |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following is a summary of the basic and diluted net income (loss) per share computation for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share data) 2015 2014 2015 2014 Net income (loss) attributable to stockholders $ 5,432 $ (24,558 ) $ (14,377 ) $ (48,386 ) Adjustments to net income (loss) attributable to stockholders for common share equivalents (249 ) — (249 ) — Adjusted net income (loss) attributable to stockholders $ 5,183 $ (24,558 ) $ (14,626 ) $ (48,386 ) Basic and diluted net income (loss) per share attributable to stockholders $ 0.03 $ (0.14 ) $ (0.08 ) $ (0.44 ) Basic and diluted weighted average shares outstanding 168,948,345 175,401,867 176,124,355 108,779,593 Under current authoritative guidance for determining earnings per share, all nonvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Our nonvested RSUs and LTIPs contain rights to receive non-forfeitable distributions and therefore we apply the two-class method of computing earnings per share. The calculation of earnings per share below excludes the non-forfeitable distributions to the nonvested RSUs and LTIPs from the numerator. Diluted net income (loss) per share assumes the conversion of all Common Stocks share equivalents into an equivalent number of common shares, unless the effect is anti-dilutive. The Company considers unvested restricted stock, OP Units (excluding converted Class B units) and LTIP Units to be common share equivalents. For the three and nine months ended September 30, 2015 and 2014 , the following common share equivalents were excluded from the calculation of diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Unvested restricted stock 187,938 7,200 187,938 14,400 OP Units (1) 1,809,678 22 1,809,678 22 Class B units — 170,297 — 340,456 OPP (LTIP Units) 9,041,801 — 9,041,801 — Total anti-dilutive common share equivalents 11,039,417 177,519 11,039,417 354,878 ____________________________________ (1) OP Units included 1,726,323 of converted Class B units on Listing, 83,333 OP Units issued to the Advisor, and 22 OP Units issued to the Special Limited Partner. Conditionally issuable shares relating to the OPP award (See Note 13 — Share Based Compensation) would be included in the computation of fully diluted EPS (if dilutive) based on shares that would be issued if the balance sheet date were the end of the measurement period. No LTIP share equivalents were included in the computation for the three and nine months ended September 30, 2015 because no units or shares would have been issued based on the stock price at September 30, 2015 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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, except for the following disclosures. On November 9, 2015, AR Capital, LLC (“ARC”) advised the Company that ARC and Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”) have mutually agreed to terminate an agreement, dated as of August 6, 2015, pursuant to which Apollo would have purchased a controlling interest in a newly formed company that would have owned a majority of the ongoing asset management business of AR Capital, including the Advisor and the Property Manager. The termination has no effect on the Company’s current management team. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Revisions to Historical Cash Flow Statements | Revisions to historical cash flow statements During the year ended December 31, 2014 , the Company identified certain historical errors in the preparation of its statement of cash flows. Specifically, the Company had been (i) reflecting rent credits in connection with purchased real estate as deferred rent at closing which was then reflected as a cash inflow from operations rather than as part of the purchase price in investing activity and (ii) reflecting certain advances on its credit line (for which it did not take constructive receipt) used to acquire investments in real estate as cash inflows from financing activities and cash outflows from investing activities rather than as non-cash investing and financing activities. The Company concluded that the errors noted above were significant but not material to its cash flows for any historical periods presented. However, the Company determined that it is useful for the reader of the financial statements to view these adjustments in the period in which they originated and, as such, has revised the cash flow statement for the nine months ended September 30, 2014 . |
Recently Issued Accounting Pronouncements (Pending Adoption) | Recently Issued Accounting Pronouncements (Pending Adoption) In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . 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 allows entities to apply either a full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB finalized a one-year delay of the revised guidance, although entities will be allowed to early adopt the guidance as of the original effective date. The new guidance will be effective in the Company's 2018 fiscal year. The Company is currently evaluating the impact of the revised guidance on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard. In February 2015, the FASB issued ASU 2015-02 Consolidation (Topic 810) - Amendments to the Consolidation Analysis . The new guidance applies to entities in all industries and provides a new scope exception to registered money market funds and similar unregistered money market funds. It makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the variable interest entity (VIE) guidance. The standard does not add or remove any of the characteristics that determine if an entity is a VIE. However, when decision-making over the entity’s most significant activities has been outsourced, the standard changes how a reporting entity assesses if the equity holders at risk lack decision making rights. Previously, the reporting entity would be required to determine if there is a single equity holder that is able to remove the outsourced decision maker that has a variable interest. The new standard requires that the reporting entity first consider the rights of all of the equity holders at risk. If the equity holders have certain rights that are deemed to give them the power to direct the entity’s most significant activities, then the entity does not have this VIE characteristic. The new standard also introduces a separate analysis specific to limited partnerships and similar entities for assessing if the equity holders at risk lack decision making rights. Limited partnerships and similar entities will be VIEs unless the limited partners hold substantive kick-out rights or participating rights. In order for such rights to be substantive, they must be exercisable by a simple majority vote (or less) of all of the partners (exclusive of the general partner and its related parties). A right to liquidate an entity is viewed as akin to a kick-out right. The guidance for limited partnerships under the voting model has been eliminated in conjunction with the introduction of this separate analysis, including the rebuttable presumption that a general partner unilaterally controls a limited partnership and should therefore consolidate it. A limited partner with a controlling financial interest obtained through substantive kick out rights would consolidate a limited partnership. The standard eliminates certain of the criteria that must be met for an outsourced decision maker or service provider’s fee arrangement to not be a variable interest. Under current guidance, a reporting entity first assesses whether it meets power and economics tests based solely on its own variable interests in the entity to determine if it is the primary beneficiary required to consolidate the VIE. Under the new standard, a reporting entity that meets the power test will also include indirect interests held through related parties on a proportionate basis to determine whether it meets the economics test and is the primary beneficiary on a standalone basis. The standard is effective for annual periods beginning after December 15, 2015. Early adoption is allowed, including in any interim period. The Company will adopt the new guidance in fiscal 2016 and believes the guidance will not have a material impact on its consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30). The guidance changes 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. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not previously been issued. If the Company decides to early adopt the revised guidance in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period. The Company will adopt the new guidance in fiscal 2016 and believes the guidance will not have a material impact on its consolidated financial position, results of operations or cash flows. In September 2015, the FASB issued ASU 2015-16 Business Combination (Topic 805) . The guidance eliminates the requirement to adjust provisional amounts from a business combination and the related impact on earnings by restating prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of measurement period adjustments on current and prior periods, including the prior period impact on depreciation, amortization and other income statement items and their related tax effects, shall be recognized in the period the adjustment amount is determined. The cumulative adjustment would be reflected within the respective financial statement line items affected. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company will adopt the new guidance in fiscal 2016 and believes the guidance will not have a material impact on its consolidated financial position, results of operations or cash flows. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The effects of these revisions are summarized below: Nine months ended September 30, 2014 As originally reported Revisions As Item 1 Item 2 Net Cash provided by (used in) Operating Activities $ 352 $ (10,000 ) $ — $ (9,648 ) Net Cash provided by (used in) Investing Activities $ (1,408,617 ) $ 10,000 $ 309,096 $ (1,089,521 ) Net Cash provided by (used in) Financing Activities $ 1,672,715 $ — $ (309,096 ) $ 1,363,619 Additional non-cash financing activities: Line of credit draws used directly to acquire investments in real estate $ — $ — $ 309,096 $ 309,096 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | The following table reflects the number and related base purchase prices of properties acquired as of December 31, 2014 and during the nine months ended September 30, 2015 : Number of Properties Base Purchase Price (1) (In thousands) As of December 31, 2014 307 $ 2,378,554 Nine Months Ended September 30, 2015 22 255,007 Portfolio as of September 30, 2015 329 $ 2,633,561 ________________________________________________ (1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the date of purchase, where applicable. |
Schedule of Business Acquisitions, by Acquisition | The following table presents the allocation of the assets acquired and liabilities assumed during the nine months ended September 30, 2015 and 2014 based on contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase. Nine Months Ended September 30, (Dollar amounts in thousands) 2015 2014 Real estate investments, at cost: Land $ 23,831 $ 205,129 Buildings, fixtures and improvements 190,314 912,355 Total tangible assets 214,145 1,117,484 Intangibles acquired: In-place leases 45,736 350,626 Above market lease asset 1,002 31,584 Below market lease liability (7,181 ) (3,455 ) Below market ground lease assets 3,409 — Above market ground lease liabilities (2,104 ) — Total assets acquired, net 255,007 1,496,239 Mortgage notes payable used to acquire real estate investments (31,933 ) (96,620 ) Cash paid for acquired real estate investments $ 223,074 $ 1,399,619 Number of properties purchased 22 209 |
Business Acquisition, Pro Forma Information | The following table presents unaudited pro forma information as if acquisitions completed during the three and nine months ended September 30, 2015 , had been consummated on January 1, 2014 . Additionally, the unaudited pro forma net income (loss) was adjusted to exclude acquisition and transaction related expenses of $4.7 million and $6.0 million from the three and nine months ended September 30, 2015 , respectively. Such acquisition and transaction related expenses have been reflected in the three and nine months ended September 30, 2014 as if such acquisitions costs had been consummated on January 1, 2014 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Pro forma revenues $ 53,727 $ 39,641 $ 161,841 $ 108,494 Pro forma net income (loss) $ 11,635 $ (1,823 ) $ 3,474 $ 6,864 Pro forma basic and diluted net income (loss) per share $ 0.07 $ (0.01 ) $ 0.02 $ 0.06 |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents future minimum base rental cash payments due to the Company over the next five calendar years and thereafter as of September 30, 2015 . 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 indices among other items. (In thousands) Future Minimum Base Rent Payments 2015 (remainder) $ 49,091 2016 197,782 2017 201,295 2018 203,848 2019 206,358 2020 208,565 Thereafter 1,165,462 $ 2,232,401 Future minimum rental payments to be made by the Company under these noncancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows: (In thousands) Future Ground Lease Payments 2015 (remainder) $ 336 2016 1,354 2017 1,382 2018 1,408 2019 1,436 2020 1,464 Thereafter 67,621 Total $ 75,001 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table lists the countries and states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than 10% of consolidated annualized rental income on a straight-line basis as of September 30, 2015 and 2014 . September 30, Country 2015 2014 United Kingdom 19.6% 29.8% United States: Texas 11.4% 12.1% Michigan * 10.3% |
Mortgage Note Payable (Tables)
Mortgage Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Mortgage notes payable as of September 30, 2015 and December 31, 2014 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, 2015 December 31, 2014 Maturity (In thousands) (In thousands) Finland: Finnair 4 $ 31,934 $ — 2.2% (2) Fixed Sep. 2020 Tokmanni 1 32,579 — 2.4% (2) Fixed Oct. 2020 Germany: Rheinmetall 1 11,919 12,884 2.6% (2) Fixed Jan. 2019 OBI DIY 1 5,060 5,470 2.4% Fixed Jan. 2019 RWE AG 3 70,275 75,969 1.6% (2) Fixed Oct. 2019 Rexam 1 5,914 6,394 1.8% (2) Fixed Oct. 2019 Metro Tonic 1 29,797 32,211 1.7% (2) Fixed Dec. 2019 United Kingdom: McDonald's 1 1,153 1,180 4.1% (2) Fixed Oct. 2017 Wickes Building Supplies I 1 2,952 3,024 3.7% (2) Fixed May 2018 Everything Everywhere 1 6,066 6,213 4.0% (2) Fixed Jun. 2018 Thames Water 1 9,100 9,319 4.1% (2) Fixed Jul. 2018 Wickes Building Supplies II 1 2,502 2,563 4.2% (2) Fixed Jul. 2018 Northern Rock 2 7,962 8,155 4.5% (2) Fixed Sep. 2018 Wickes Building Supplies III 1 2,882 2,951 4.4% (2) Fixed Nov. 2018 Provident Financial 1 19,337 19,804 4.1% (2) Fixed Feb. 2019 Crown Crest 1 29,195 29,901 4.3% (2) Fixed Feb. 2019 Aviva 1 23,811 24,387 3.8% (2) Fixed Mar. 2019 Bradford & Bingley 1 11,465 — 3.5% (2) Fixed May 2020 Intier Automotive Interiors 1 7,166 — 3.5% (2) Fixed May 2020 Capgemini 1 8,341 — 3.2% (2) Fixed Jun. 2020 Fujitisu 3 37,581 — 3.2% (2) Fixed Jun. 2020 Amcor Packaging 7 4,741 — 3.6% (2) Fixed Jul. 2020 Fife Council 1 2,781 — 3.6% (2) Fixed Jul. 2020 Malthrust 3 4,853 — 3.6% (2) Fixed Jul. 2020 Talk Talk 1 5,801 — 3.6% (2) Fixed Jul. 2020 HBOS 3 8,174 — 3.6% (2) Fixed Jul. 2020 DFS Trading 5 15,377 — 3.4% (2) Fixed Aug. 2020 DFS Trading 2 3,600 — 3.4% (2) Fixed Aug. 2020 HP Enterprise Services 1 14,085 — 3.4% (2) Fixed Aug. 2020 United States: Quest Diagnostics 1 52,800 — 2.0% (3) Variable Sep. 2018 Western Digital 1 18,055 18,269 5.3% Fixed Jul. 2021 Puerto Rico: Encanto Restaurants 18 22,169 22,492 6.3% Fixed Jun. 2017 Total 72 $ 509,427 $ 281,186 3.1% ___________________________________________________________ (1) Movement in principal balances are related to changes in exchange rates. (2) Fixed as a result of an interest rate swap agreement. (3) The interest rate is 2.0% plus 1-month LIBOR. |
Schedule of Maturities of Long-term Debt | The following table presents future scheduled aggregate principal payments on the mortgage notes payable over the next five calendar years and thereafter as of September 30, 2015 : (In thousands) Future Principal Payments 2015 (remainder) $ 186 2016 758 2017 23,071 2018 84,601 2019 195,661 2020 188,850 Thereafter 16,300 $ 509,427 |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 , 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, 2015 Foreign currency swaps, net (GBP & EUR) $ — $ 3,192 $ — $ 3,192 Foreign currency forwards, net (GBP & EUR) $ — $ 2,254 $ — $ 2,254 Interest rate swaps, net (GBP & EUR) $ — $ (7,251 ) $ — $ (7,251 ) Listing Note (see Note 7) $ — $ — $ (3,380 ) $ (3,380 ) December 31, 2014 Foreign currency swaps, net (GBP & EUR) $ — $ 11,289 $ — $ 11,289 Foreign currency forwards, net (GBP & EUR) $ — $ 1,884 $ — $ 1,884 Interest rate swaps, net (GBP & EUR) $ — $ (5,650 ) $ — $ (5,650 ) Investment securities $ 490 $ — $ — $ 490 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following is a reconciliation of the beginning and ending balance for the changes in the instrument with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2015 : (In thousands) Listing Note Beginning balance as of December 31, 2014 $ — Fair value at issuance 8,670 Fair value adjustment (5,290 ) Ending balance as of September 30, 2015 $ 3,380 |
Fair Value Inputs, Liabilities, Quantitative Information | The following table provides quantitative information about the significant Level 3 input used (in thousands): Financial Instrument Fair Value at September 30, 2015 Principal Valuation Technique Unobservable Inputs Input Value Listing Note $ 3,380 Monte Carlo Simulation Expected volatility 23.0% |
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 consolidated balance sheets are reported below. Carrying Amount (1) Fair Value Carrying Amount (2) Fair Value (In thousands) Level September 30, September 30, December 31, December 31, Mortgage notes payable 3 $ 510,225 $ 508,153 $ 282,351 $ 280,967 Credit Facility (3) 3 $ 735,357 $ 747,223 $ 659,268 $ 669,824 __________________________________________________________ (1) Carrying value includes $509.4 million mortgage notes payable and $0.8 million mortgage premiums, net as of September 30, 2015 . (2) Carrying value includes $281.2 million mortgage notes payable and $1.2 million mortgage premiums, net as of December 31, 2014 . (3) As more fully described in Note 8 , certain of the Credit Facility advances are denominated in Euro and British Pounds. All of the foreign currency advances as of September 30, 2015 were designated as net investment hedges and measured at fair value through other comprehensive income as part of the cumulative translation adjustment. As of December 31, 2014 , the foreign currency advances were not designated as net investment hedges and thus any foreign currency transaction gains (losses) were reflected in earnings. |
Derivative and Hedging Activi28
Derivative and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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 Balance Sheet as of September 30, 2015 and December 31, 2014 : (In thousands) Balance Sheet Location September 30, 2015 December 31, 2014 Derivatives designated as hedging instruments: Interest rate swaps (GBP) Derivatives assets, at fair value $ 4 $ 18 Interest rate swaps (GBP) Derivatives liabilities, at fair value (5,231 ) (4,353 ) Interest rate swaps (EUR) Derivatives liabilities, at fair value (2,024 ) (1,315 ) Cross currency swaps (GBP) Derivatives assets, at fair value — 4,517 Cross currency swaps (EUR) Derivatives assets, at fair value — 7,219 Cross currency swaps (GBP) Derivatives liabilities, at fair value — (447 ) Total $ (7,251 ) $ 5,639 Derivatives not designated as hedging instruments: Forwards (EUR-USD) Derivatives assets, at fair value $ 1,182 $ 736 Forwards (GBP-USD) Derivatives assets, at fair value 1,072 1,148 Cross currency swaps (GBP) Derivatives assets, at fair value 348 — Cross currency swaps (EUR) Derivatives assets, at fair value 2,845 — Cross currency swaps (GBP) Derivatives liabilities, at fair value (1 ) — Total $ 5,446 $ 1,884 |
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, 2015 and December 31, 2014 . Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount September 30, 2015 $ 5,451 $ (7,256 ) $ — $ (1,805 ) $ — $ — $ (1,805 ) December 31, 2014 $ 13,638 $ (6,115 ) $ — $ 7,523 $ — $ — $ 7,523 |
Schedule of Interest Rate Derivatives | As of September 30, 2015 and December 31, 2014 , the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: September 30, 2015 December 31, 2014 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate swaps (GBP) 27 $ 486,421 20 $ 371,225 Interest rate swaps (EUR) 15 326,301 10 282,999 Total 42 $ 812,722 30 $ 654,224 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The table below details the location in the 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, 2015 and 2014 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2015 2014 2015 2014 Amount of gain (loss) recognized in accumulated other comprehensive income from derivatives (effective portion) $ (5,045 ) $ 5,735 $ 8,119 $ (84 ) Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion) $ (1,170 ) $ (595 ) $ (567 ) $ (1,197 ) Amount of loss recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) $ (23 ) $ — $ (89 ) $ — |
Schedule of Derivative Instruments | As of September 30, 2015 , the Company's cross currency swaps were not designated as net investment hedges. The Company had the following outstanding cross currency swaps that were used to hedge its net investments in foreign operations at December 31, 2014 : December 31, 2014 Derivatives Number of Instruments Notional Amount (In thousands) Cross currency swaps (GBP - USD) (1) 5 $ 107,623 Cross currency swaps (EUR - USD) (1) 10 134,285 Total 15 $ 241,908 ____________________________________ (1) Payments and obligations pursuant to these foreign currency swap agreements were guaranteed by the Company, ARC Global Holdco, LLC and the OP. |
Disclosure of Credit Derivatives | As of September 30, 2015 and December 31, 2014 , the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. September 30, 2015 December 31, 2014 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Forwards (GBP - USD) 50 $ 8,387 80 $ 13,664 Forwards (EUR - USD) 19 7,779 31 12,699 Cross currency swaps (GBP - USD) 9 84,868 — — Cross currency swaps (EUR - USD) 5 102,932 — — Total 83 $ 203,966 111 $ 26,363 |
Common Stock - Stock Repurchase
Common Stock - Stock Repurchase Agreement (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Common Share Repurchases | The following table reflects the cumulative number of common shares repurchased as of December 31, 2014 and as of and for the nine months ended September 30, 2015 : Number of Shares Repurchased Weighted Average Price per Share Cumulative repurchases as of December 31, 2014 99,969 $ 9.91 Redemptions 135,123 9.78 Shares repurchased under Tender Offer 11,904,762 10.50 Cumulative repurchases as of September 30, 2015 12,139,854 $ 10.49 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents future minimum base rental cash payments due to the Company over the next five calendar years and thereafter as of September 30, 2015 . 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 indices among other items. (In thousands) Future Minimum Base Rent Payments 2015 (remainder) $ 49,091 2016 197,782 2017 201,295 2018 203,848 2019 206,358 2020 208,565 Thereafter 1,165,462 $ 2,232,401 Future minimum rental payments to be made by the Company under these noncancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows: (In thousands) Future Ground Lease Payments 2015 (remainder) $ 336 2016 1,354 2017 1,382 2018 1,408 2019 1,436 2020 1,464 Thereafter 67,621 Total $ 75,001 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Selling Commissions and Dealer Manager Fees Payable to Affiliate | The following table details total selling commissions and dealer manager fees incurred from and payable to the Legacy Dealer Manager related to the sale of Common Stock as of and for the periods presented: Payable as of Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, (In thousands) 2015 2014 2015 2014 2015 2014 Total commissions and fees to Legacy Dealer Manager $ — $ 1,821 $ (8 ) $ 148,377 $ — $ 13 |
Schedule of Offering Costs Reimbursements to Related Party | The following table details fees and offering cost reimbursements incurred and payable to the Advisor and the Legacy Dealer Manager related to the sale of Common Stock as of and for the periods presented: Payable as of Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, (In thousands) 2015 2014 2015 2014 2015 2014 Fees and expense reimbursements to the Advisor and Legacy Dealer Manager $ — $ 5,889 $ — $ 17,635 $ — $ 61 |
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | The following table reflects related party fees incurred, forgiven and contractually due as of and for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, Payable (Receivable) as of 2015 2014 2015 2014 (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven September 30, 2015 December 31, 2014 One-time fees and reimbursements: Acquisition fees and related cost reimbursements (1) $ 14 $ — $ 13,734 $ — $ 722 $ — $ 22,889 $ — $ 1 $ 2 Financing coordination fees (2) 325 — 637 — 823 — 3,484 — (19 ) — Ongoing fees: Asset management fees (3) 4,500 — — — 9,001 — — — 217 (5) — Property management and leasing fees (4) 986 697 167 152 2,999 1,921 354 355 16 (6) 52 Strategic advisory fees — — 346 — — — 561 — — — Class B OP Unit Distributions (94 ) — 50 — 339 — 77 — 216 (6) — Vesting of Class B units (3) — — — — 14,480 — — — — — Total related party operational fees and reimbursements $ 5,731 $ 697 $ 14,934 $ 152 $ 28,364 $ 1,921 $ 27,365 $ 355 $ 431 $ 54 ___________________________________________________________________________ (1) These affiliated fees are recorded within acquisition and transaction related costs on the consolidated statement of operations and comprehensive income (loss). (2) These affiliated costs are recorded as deferred financing costs and amortized over the term of the respective financing arrangement. (3) From January 1, 2013 to April 1, 2015 , the Company caused the OP to issue to the Advisor (subject to periodic approval by the board of directors) restricted performance based Class B units for asset management services, which would vest if certain conditions occur. At the Listing Date, all Class B units held by the Advisor converted to OP Units. From April 1, 2015 until the Listing Date, the Company paid the Advisor asset management fees in cash (as elected by the Advisor). From the Listing Date, the Advisor received asset management fees in cash in accordance with the Amended and Restated Advisory Agreement. No Incentive Compensation was incurred for the three and nine months ended September 30, 2015 . (4) The Advisor waived 100% of fees from U.S. assets and its allocated portion of 50% of fees from European assets. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Share-based Compensation [Abstract] | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The following table reflects restricted share award activity for the nine months ended September 30, 2015 : Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2014 14,400 $ 9.00 Granted prior to Listing Date (1) 3,000 9.00 One-time Listing Grant 160,000 8.52 Granted (2) 27,938 8.84 Vested (3) (17,400 ) 9.00 Unvested, September 30, 2015 187,938 $ 8.87 ____________________________________ (1) Based on the original RSP in place prior to April 8, 2015 . (2) Based on the Amended RSP which provides an annual retainer to: (i) all independent directors; (ii) independent directors serving on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee; and (iii) the non-executive chair. (3) RSUs granted prior to April 8, 2015 vested immediately prior to the Listing. |
Schedule of Share Based Compensation Total Return | The Advisor will be eligible to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date, which is the Listing Date, June 2, 2015 , based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciation and Common Stock dividends, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “ Three -Year Period”); each 12-month period during the Three -Year Period (the “ One -Year Periods”); and the initial 24-month period of the Three -Year Period (the “ Two -Year Period”), as follows: Performance Period Annual Period Interim Period Absolute Component: 4% of any excess Total Return attained above an absolute hurdle measured from the beginning of such period: 21% 7% 14% Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period: • 100% will be earned if cumulative Total Return achieved is at least: 18% 6% 12% • 50% will be earned if cumulative Total Return achieved is: —% —% —% • 0% will be earned if cumulative Total Return achieved is less than: —% —% —% • a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between: 0% - 18% 0% - 6% 0% - 12% _______________________________________________________ * The “Peer Group” is comprised of Chambers Street Properties, Gramercy Property Trust Inc., Lexington Realty Trust, Select Income REIT, and W.P. Carey Inc. |
Fair Value, Stockholders' Equity Measured on Recurring Basis | The following table presents information about the Company's OPP, which is measured at fair value on a recurring basis as of September 30, 2015 , aggregated by the level in the fair value hierarchy within which the instrument falls: (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total OPP at September 30, 2015 $ — $ — $ (27,200 ) $ (27,200 ) |
Fair Value, Instruments Classified in Shareholders' Equity Measured on Recurring Basis, Unobservable Input Reconciliation | The following is a reconciliation of the beginning and ending balance for the changes in instruments with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2015 : (In thousands) OPP Beginning Balance as of December 31, 2014 $ — Fair value at issuance 27,500 Fair value adjustment (300 ) Ending Balance as of September 30, 2015 $ 27,200 |
Fair Value Inputs, Instruments Classified in Shareholders' Equity, Quantitative Information | The following table provides quantitative information about significant Level 3 inputs used: Financial Instrument Fair Value at September 30, 2015 Principal Valuation Technique Unobservable Inputs Input Value (In thousands) OPP $ 27,200 Monte Carlo Simulation Expected volatility 22.0 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of the basic and diluted net income (loss) per share computation for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share data) 2015 2014 2015 2014 Net income (loss) attributable to stockholders $ 5,432 $ (24,558 ) $ (14,377 ) $ (48,386 ) Adjustments to net income (loss) attributable to stockholders for common share equivalents (249 ) — (249 ) — Adjusted net income (loss) attributable to stockholders $ 5,183 $ (24,558 ) $ (14,626 ) $ (48,386 ) Basic and diluted net income (loss) per share attributable to stockholders $ 0.03 $ (0.14 ) $ (0.08 ) $ (0.44 ) Basic and diluted weighted average shares outstanding 168,948,345 175,401,867 176,124,355 108,779,593 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three and nine months ended September 30, 2015 and 2014 , the following common share equivalents were excluded from the calculation of diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Unvested restricted stock 187,938 7,200 187,938 14,400 OP Units (1) 1,809,678 22 1,809,678 22 Class B units — 170,297 — 340,456 OPP (LTIP Units) 9,041,801 — 9,041,801 — Total anti-dilutive common share equivalents 11,039,417 177,519 11,039,417 354,878 ____________________________________ (1) OP Units included 1,726,323 of converted Class B units on Listing, 83,333 OP Units issued to the Advisor, and 22 OP Units issued to the Special Limited Partner. |
Organization - Narrative (Detai
Organization - Narrative (Details) $ / shares in Units, ft² in Millions, $ in Millions | Jul. 06, 2015USD ($)$ / sharesshares | Jun. 02, 2015$ / sharesshares | Jun. 30, 2014$ / sharesshares | Sep. 30, 2015ft²property$ / sharesshares | Sep. 30, 2014shares | Sep. 30, 2015ft²property$ / sharesshares | Sep. 30, 2014shares | Apr. 08, 2015$ / shares | Dec. 31, 2014$ / sharesshares |
Operations [Line Items] | |||||||||
Common stock, issued (shares) | 172,300,000 | 168,936,633 | 168,936,633 | 177,933,175 | |||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Common stock issued through distribution reinvestment plan (in shares) | 1,100,000 | ||||||||
Number of properties | property | 329 | 329 | |||||||
Rentable square feet | ft² | 18.7 | 18.7 | |||||||
Occupancy rate | 100.00% | 100.00% | |||||||
Weighted average remaining lease term | 11 years 6 months | ||||||||
Antidilutive securities (in shares) | 11,039,417 | 177,519 | 11,039,417 | 354,878 | |||||
OP Units | |||||||||
Operations [Line Items] | |||||||||
Antidilutive securities (in shares) | 1,726,323 | 1,809,678 | 22 | 1,809,678 | 22 | ||||
Advisor | OP Units | |||||||||
Operations [Line Items] | |||||||||
Antidilutive securities (in shares) | 83,333 | 1,461,753 | |||||||
Service Provider | OP Units | |||||||||
Operations [Line Items] | |||||||||
Antidilutive securities (in shares) | 347,903 | ||||||||
Limited Partner | OP Units | |||||||||
Operations [Line Items] | |||||||||
Antidilutive securities (in shares) | 22 | 22 | |||||||
Europe | |||||||||
Operations [Line Items] | |||||||||
Percentage of portfolio investments | 39.60% | 39.60% | |||||||
United States | |||||||||
Operations [Line Items] | |||||||||
Percentage of portfolio investments | 60.40% | 60.40% | |||||||
Europe | |||||||||
Operations [Line Items] | |||||||||
Percentage of portfolio investments | 40.00% | 40.00% | |||||||
All Other Regions, Excluding the United States | |||||||||
Operations [Line Items] | |||||||||
Percentage of portfolio investments | 10.00% | 10.00% | |||||||
Common Stock | |||||||||
Operations [Line Items] | |||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||
Offer to purchase common stock (shares) | 11,900,000 | ||||||||
Common stock purchase price (usd per share) | $ / shares | $ 10.50 | $ 10.50 | |||||||
Stock repurchases, shares | 11,900,000 | ||||||||
Value of stock repurchases | $ | $ 125 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Out-of-Period Adjustments (Details) - USD ($) $ in Thousands | Jun. 02, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Rental income | $ 47,836 | $ 25,400 | $ 142,502 | $ 45,938 | ||||
Accrued rent | 12,890 | 12,890 | $ 12,252 | |||||
Income tax expense (benefit) | 703 | (70) | 3,646 | 1,028 | ||||
Listing amount distribution measurement period (days) | 30 days | |||||||
Gains on derivative instruments | 2,310 | 849 | $ 2,785 | 599 | ||||
OPP | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Requisite service period (years) | 5 years | 5 years | ||||||
Straight-Line Rent Effect, Termination Payments Under Lease Cancellation Clauses | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Rental income | $ 300 | $ 300 | ||||||
Accrued rent | 300 | 300 | ||||||
Change in Tax Valuation | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Income tax expense (benefit) | 900 | 900 | ||||||
Change in Tax Valuation | Deferred Tax Asset | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Income tax expense (benefit) | 300 | 300 | ||||||
Change in Tax Valuation | Foreign Tax Authority | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Income tax expense (benefit) | 1,200 | 1,200 | ||||||
Not Designated as Hedging Instrument | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Gains on derivative instruments | 2,300 | $ 800 | $ 2,800 | $ 600 | ||||
As originally reported | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Gains recognized in other comprehensive income (loss) | $ 600 | $ 500 | ||||||
Revisions | Not Designated as Hedging Instrument | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Gains on derivative instruments | $ 1,100 | $ 1,100 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Revisions to Historical Cash Flow Statements (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net Cash provided by (used in) Operating Activities | $ 66,401 | $ (9,648) |
Net Cash provided by (used in) Investing Activities | (222,025) | (1,089,521) |
Net Cash provided by (used in) Financing Activities | 116,899 | 1,363,619 |
Additional non-cash financing activities: | ||
Line of credit draws used directly to acquire investments in real estate | $ 0 | 309,096 |
As originally reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net Cash provided by (used in) Operating Activities | 352 | |
Net Cash provided by (used in) Investing Activities | (1,408,617) | |
Net Cash provided by (used in) Financing Activities | 1,672,715 | |
Additional non-cash financing activities: | ||
Line of credit draws used directly to acquire investments in real estate | 0 | |
Revisions | Item 1 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net Cash provided by (used in) Operating Activities | (10,000) | |
Net Cash provided by (used in) Investing Activities | 10,000 | |
Net Cash provided by (used in) Financing Activities | 0 | |
Additional non-cash financing activities: | ||
Line of credit draws used directly to acquire investments in real estate | 0 | |
Revisions | Item 2 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net Cash provided by (used in) Operating Activities | 0 | |
Net Cash provided by (used in) Investing Activities | 309,096 | |
Net Cash provided by (used in) Financing Activities | (309,096) | |
Additional non-cash financing activities: | ||
Line of credit draws used directly to acquire investments in real estate | $ 309,096 |
Real Estate Investments - Sched
Real Estate Investments - Schedule of Real Estate Properties (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)property | |
Other Real Estate [Roll Forward] | |
Ending Balance, Number of Properties | property | 329 |
Beginning balance | $ 2,340,039 |
Ending balance | $ 2,571,404 |
2015 Acquisitions | |
Other Real Estate [Roll Forward] | |
Beginning Balance, Number of properties | property | 307 |
Number of properties acquired | property | 22 |
Ending Balance, Number of Properties | property | 329 |
Beginning balance | $ 2,378,554 |
Base purchase price | 255,007 |
Ending balance | $ 2,633,561 |
Real Estate Investments - Sch38
Real Estate Investments - Schedule of Business Acquisitions, by Acquisition (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)property | Sep. 30, 2014USD ($)property | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Land | $ 23,831 | $ 205,129 |
Buildings, fixtures and improvements | 190,314 | 912,355 |
Total tangible assets | 214,145 | 1,117,484 |
Total assets acquired, net | 255,007 | 1,496,239 |
Mortgage notes payable used to acquire real estate investments | (31,933) | (96,620) |
Cash paid for acquired real estate investments | $ 223,074 | $ 1,399,619 |
Number of properties purchased | property | 22 | 209 |
In-place leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangibles | $ 45,736 | $ 350,626 |
Above market lease asset | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangibles | 1,002 | 31,584 |
Below market lease liability | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangibles | (7,181) | (3,455) |
Below market ground lease assets | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangibles | 3,409 | 0 |
Above market ground lease liabilities | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangibles | $ (2,104) | $ 0 |
Real Estate Investments - Busin
Real Estate Investments - Business Acquisition, Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Real Estate [Abstract] | ||||
Acquisition and transaction related | $ 4,680 | $ 29,124 | $ 5,977 | $ 53,883 |
Pro forma revenues | 53,727 | 39,641 | 161,841 | 108,494 |
Pro forma net income (loss) | $ 11,635 | $ (1,823) | $ 3,474 | $ 6,864 |
Pro forma basic and diluted net income (loss) per share | $ 0.07 | $ (0.01) | $ 0.02 | $ 0.06 |
Real Estate Investments - Sch40
Real Estate Investments - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Real Estate [Abstract] | |
2015 (remainder) | $ 49,091 |
2,016 | 197,782 |
2,017 | 201,295 |
2,018 | 203,848 |
2,019 | 206,358 |
2,020 | 208,565 |
Thereafter | 1,165,462 |
Total | $ 2,232,401 |
Real Estate Investments - Sch41
Real Estate Investments - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity-wide revenue percentage | 19.60% | 29.80% |
Texas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity-wide revenue percentage | 11.40% | 12.10% |
Michigan | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity-wide revenue percentage | 10.30% |
Revolving Credit Facility - Nar
Revolving Credit Facility - Narrative (Details) € in Millions, £ in Millions | Jul. 25, 2013USD ($)extension | Sep. 30, 2015USD ($) | Aug. 21, 2015USD ($) | Feb. 04, 2015EUR (€) | Feb. 04, 2015GBP (£) | Dec. 31, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||||
Credit facility | $ 735,357,000 | $ 659,268,000 | ||||
Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Credit facility | € 110.5 | £ 68.5 | ||||
JPMorgan Chase Bank, N.A. | Above Threshold | ||||||
Line of Credit Facility [Line Items] | ||||||
Unused capacity commitment fee | 0.25% | |||||
JPMorgan Chase Bank, N.A. | Below Threshold | ||||||
Line of Credit Facility [Line Items] | ||||||
Unused capacity commitment fee | 0.15% | |||||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Credit facility | 735,400,000 | 659,300,000 | ||||
Number of one year extensions | extension | 2 | |||||
Commitment fee percentage | 50.00% | |||||
Debt, fair value | $ 747,200,000 | |||||
Weighted average annual interest rate | 2.10% | |||||
Remaining borrowing capacity | $ 4,600,000 | $ 20,700,000 | ||||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Line of Credit Facility, Base Rate, Option Three | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 1.00% | |||||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Federal Funds | Line of Credit Facility, Base Rate, Option Two | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 0.50% | |||||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Minimum | Base Rate | Line of Credit Facility, Interest Rate, Option Two | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 0.60% | |||||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Minimum | LIBOR | Line of Credit Facility, Interest Rate, Option One | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 1.60% | |||||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Increase in additional borrowing capacity | $ 740,000,000 | |||||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Maximum | Base Rate | Line of Credit Facility, Interest Rate, Option Two | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 1.20% | |||||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Maximum | LIBOR | Line of Credit Facility, Interest Rate, Option One | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 2.20% |
Mortgage Note Payable - Schedul
Mortgage Note Payable - Schedule of Long-term Debt Instruments (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)property | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||
Outstanding Loan Amount | $ 509,427 | $ 281,186 |
Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 72 | |
Outstanding Loan Amount | $ 509,427 | 281,186 |
Effective Interest Rate | 3.10% | |
Finnair | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 4 | |
Outstanding Loan Amount | $ 31,934 | 0 |
Effective Interest Rate | 2.20% | |
Tokmanni | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 32,579 | 0 |
Effective Interest Rate | 2.40% | |
Rheinmetall | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 11,919 | 12,884 |
Effective Interest Rate | 2.60% | |
OBI DIY | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 5,060 | 5,470 |
Effective Interest Rate | 2.40% | |
RWE AG | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3 | |
Outstanding Loan Amount | $ 70,275 | 75,969 |
Effective Interest Rate | 1.60% | |
Rexam | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 5,914 | 6,394 |
Effective Interest Rate | 1.80% | |
Metro Tonic | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 29,797 | 32,211 |
Effective Interest Rate | 1.70% | |
McDonald's | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 1,153 | 1,180 |
Effective Interest Rate | 4.10% | |
Wickes Building Supplies I | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 2,952 | 3,024 |
Effective Interest Rate | 3.70% | |
Everything Everywhere | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 6,066 | 6,213 |
Effective Interest Rate | 4.00% | |
Thames Water | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 9,100 | 9,319 |
Effective Interest Rate | 4.10% | |
Wickes Building Supplies II | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 2,502 | 2,563 |
Effective Interest Rate | 4.20% | |
Northern Rock | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 2 | |
Outstanding Loan Amount | $ 7,962 | 8,155 |
Effective Interest Rate | 4.50% | |
Wickes Building Supplies III | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 2,882 | 2,951 |
Effective Interest Rate | 4.40% | |
Provident Financial | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 19,337 | 19,804 |
Effective Interest Rate | 4.10% | |
Crown Crest | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 29,195 | 29,901 |
Effective Interest Rate | 4.30% | |
Aviva | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 23,811 | 24,387 |
Effective Interest Rate | 3.80% | |
Bradford & Bingley | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 11,465 | 0 |
Effective Interest Rate | 3.50% | |
Intier Automotive Interiors | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 7,166 | 0 |
Effective Interest Rate | 3.50% | |
Capgemini | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 8,341 | 0 |
Effective Interest Rate | 3.20% | |
Fujitisu | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3 | |
Outstanding Loan Amount | $ 37,581 | 0 |
Effective Interest Rate | 3.20% | |
Amcor Packaging | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 7 | |
Outstanding Loan Amount | $ 4,741 | 0 |
Effective Interest Rate | 3.60% | |
Fife Council | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 2,781 | 0 |
Effective Interest Rate | 3.60% | |
Malthrust | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3 | |
Outstanding Loan Amount | $ 4,853 | 0 |
Effective Interest Rate | 3.60% | |
Talk Talk | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 5,801 | 0 |
Effective Interest Rate | 3.60% | |
HBOS | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3 | |
Outstanding Loan Amount | $ 8,174 | 0 |
Effective Interest Rate | 3.60% | |
DFS Trading | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 5 | |
Outstanding Loan Amount | $ 15,377 | 0 |
Effective Interest Rate | 3.40% | |
DFS Trading | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 2 | |
Outstanding Loan Amount | $ 3,600 | 0 |
Effective Interest Rate | 3.40% | |
HP Enterprise Services | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 14,085 | 0 |
Effective Interest Rate | 3.40% | |
Quest Diagnostics | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 52,800 | 0 |
Effective Interest Rate | 2.00% | |
Quest Diagnostics | LIBOR | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.00% | |
Western Digital | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 18,055 | 18,269 |
Effective Interest Rate | 5.30% | |
Encanto Restaurants | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 18 | |
Outstanding Loan Amount | $ 22,169 | $ 22,492 |
Effective Interest Rate | 6.30% |
Mortgage Note Payable - Sched44
Mortgage Note Payable - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 509,427 | $ 281,186 |
Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
2015 (remainder) | 186 | |
2,016 | 758 | |
2,017 | 23,071 | |
2,018 | 84,601 | |
2,019 | 195,661 | |
2,020 | 188,850 | |
Thereafter | 16,300 | |
Mortgage notes payable | $ 509,427 | $ 281,186 |
Mortgage Note Payable - Narrati
Mortgage Note Payable - Narrative (Details) - 3 months ended Sep. 30, 2015 € in Millions, £ in Millions, $ in Millions | EUR (€) | USD ($) | GBP (£) | € / $ | £ / $ | property |
Debt Instrument [Line Items] | ||||||
Foreign currency exchange rate | 1.12 | 1.52 | ||||
Carrying value of unencumbered assets | $ | $ 1,400 | |||||
UNITED KINGDOM | ||||||
Debt Instrument [Line Items] | ||||||
Encumbered Properties | 23 | |||||
Proceeds from financing of properties | 59.4 | £ 39.2 | ||||
FINLAND | ||||||
Debt Instrument [Line Items] | ||||||
Encumbered Properties | 1 | |||||
Proceeds from financing of properties | € 29 | 32.6 | ||||
United States | ||||||
Debt Instrument [Line Items] | ||||||
Encumbered Properties | 1 | |||||
Proceeds from financing of properties | $ | $ 52.8 |
Fair Value of Financial Instr46
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 03, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment securities, at fair value | $ 0 | $ 490 | |
Fair Value, Measurements, Recurring | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment securities, at fair value | $ 500 | 490 | |
Losses on investment securities | $ (100) | $ (24) |
Fair Value of Financial Instr47
Fair Value of Financial Instruments - Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 03, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | $ 0 | $ 490 | |
Listing Note | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | (3,380) | 0 | |
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | $ 500 | 490 | |
Fair Value, Measurements, Recurring | Listing Note | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | (3,380) | ||
Fair Value, Measurements, Recurring | Foreign currency swaps, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Interest rate swap | 3,192 | 11,289 | |
Fair Value, Measurements, Recurring | Foreign currency forwards, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Interest rate swap | 2,254 | 1,884 | |
Fair Value, Measurements, Recurring | Interest rate swaps, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Foreign Currency | (7,251) | (5,650) | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 490 | ||
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets Level 1 | Listing Note | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | ||
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets Level 1 | Foreign currency swaps, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Interest rate swap | 0 | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets Level 1 | Foreign currency forwards, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Interest rate swap | 0 | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets Level 1 | Interest rate swaps, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Foreign Currency | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 0 | ||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs Level 2 | Listing Note | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | ||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs Level 2 | Foreign currency swaps, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Interest rate swap | 3,192 | 11,289 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs Level 2 | Foreign currency forwards, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Interest rate swap | 2,254 | 1,884 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs Level 2 | Interest rate swaps, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Foreign Currency | (7,251) | (5,650) | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 0 | ||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | Listing Note | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | (3,380) | ||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | Foreign currency swaps, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Interest rate swap | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | Foreign currency forwards, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Interest rate swap | 0 | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | Interest rate swaps, net (GBP & EUR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, Foreign Currency | $ 0 | $ 0 |
Fair Value of Financial Instr48
Fair Value of Financial Instruments - Level 3 Listing Note Reconciliation (Details) - Listing Note - Significant Unobservable Inputs Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance as of December 31, 2014 | $ 0 |
Fair value at issuance | 8,670 |
Fair value adjustment | (5,290) |
Ending balance as of September 30, 2015 | $ 3,380 |
Fair Value of Financial Instr49
Fair Value of Financial Instruments - Quantitative Level 3 Inputs Listing Note (Details) - Listing Note - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Derivative liability | $ 3,380 | $ 0 |
Fair Value, Measurements, Recurring | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Derivative liability | 3,380 | |
Significant Unobservable Inputs Level 3 | Fair Value, Measurements, Recurring | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Derivative liability | $ 3,380 | |
Monte Carlo Simulation | Significant Unobservable Inputs Level 3 | Fair Value, Measurements, Recurring | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Listing Note, input value, percent | 23.00% |
Fair Value of Financial Instr50
Fair Value of Financial Instruments - Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | $ 509,427 | $ 281,186 |
Mortgage premium, net | 798 | 1,165 |
Mortgage notes payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 509,427 | 281,186 |
Significant Unobservable Inputs Level 3 | Mortgage notes payable | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | 510,225 | 282,351 |
Mortgage notes payable | 509,400 | 281,200 |
Mortgage premium, net | 800 | 1,200 |
Significant Unobservable Inputs Level 3 | Mortgage notes payable | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | 508,153 | 280,967 |
Significant Unobservable Inputs Level 3 | Credit facility | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | 735,357 | 659,268 |
Significant Unobservable Inputs Level 3 | Credit facility | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | $ 747,223 | $ 669,824 |
Listing Note (Details)
Listing Note (Details) - USD ($) $ in Thousands | Jun. 02, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | |||
Listing Amount, percent | 15.00% | ||
Cumulative, non-compounded, pre-tax annual return, percent | 6.00% | ||
Listing amount distribution measurement period (days) | 30 days | ||
Listing Note | |||
Derivative [Line Items] | |||
Derivative liability | $ 3,380 | $ 0 |
Derivative and Hedging Activi52
Derivative and Hedging Activities - Narrative (Details) $ in Thousands, € in Millions, £ in Millions | Feb. 04, 2015EUR (€) | Feb. 04, 2015GBP (£) | Sep. 30, 2015USD ($)derivative | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015EUR (€) | Sep. 30, 2015USD ($) | Sep. 30, 2015€ / $ | Sep. 30, 2015£ / $ | Sep. 30, 2015GBP (£) | May. 16, 2015USD ($)€ / $£ / $ | Feb. 04, 2015GBP (£) | Dec. 31, 2014USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Borrowings under credit facility | $ 476,208 | $ 19,766 | ||||||||||||
Gain (loss) on derivatives due to ineffectiveness in earnings | $ (23) | $ 0 | (89) | 0 | ||||||||||
Line of credit, amount drawn | $ 735,357 | $ 659,268 | ||||||||||||
Foreign currency exchange rate | 1.12 | 1.52 | ||||||||||||
Gains (losses) on hedging instrument deemed ineffective | 1,505 | 0 | 2,445 | 0 | ||||||||||
Gain on derivative, from partial settlement | 19,000 | |||||||||||||
Proceeds from termination of derivatives | 10,055 | 0 | ||||||||||||
Portion of derivative termination proceeds used to repay debt | 8,900 | |||||||||||||
Gains (losses) on derivative investments due to ineffectiveness in earnings | 2,310 | 849 | 2,785 | 599 | ||||||||||
Fair value of derivatives in net liability position | 8,300 | |||||||||||||
Not Designated as Hedging Instrument | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Remeasurement gains (losses) on non-designated net investment hedges | (2,900) | |||||||||||||
Gains (losses) on derivative investments due to ineffectiveness in earnings | 2,300 | $ 800 | 2,800 | $ 600 | ||||||||||
Not Designated as Hedging Instrument | Revisions | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Gains (losses) on derivative investments due to ineffectiveness in earnings | $ 1,100 | $ 1,100 | ||||||||||||
Revolving Credit Facility | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Line of credit, amount drawn | € 110.5 | £ 68.5 | ||||||||||||
Interest rate swaps, net (GBP & EUR) | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Number of derivative instruments terminated (derivative) | derivative | 1 | |||||||||||||
Accelerated loss from reclassification to net income (loss) | $ 38 | |||||||||||||
Cash Flow Hedging | Interest Expense | Interest rate swaps, net (GBP & EUR) | Designated as Hedging Instrument | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Estimate of time to transfer | 12 months | |||||||||||||
Estimated net amount to be transferred | $ 4,500 | |||||||||||||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Borrowings under credit facility | € 110.5 | £ 68.5 | ||||||||||||
Line of credit, amount drawn | 735,400 | 659,300 | ||||||||||||
Remaining borrowing capacity | 4,600 | $ 20,700 | ||||||||||||
JPMorgan Chase Bank, N.A. | Foreign Line of Credit | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Line of credit, amount drawn | 567,400 | |||||||||||||
Individual Investment | JPMorgan Chase Bank, N.A. | Revolving Credit Facility | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Line of credit, amount drawn | € 288.4 | £ 160.2 | ||||||||||||
GBP | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Foreign currency exchange rate | £ / $ | 1.52 | 1.58 | ||||||||||||
GBP | Individual Investment | JPMorgan Chase Bank, N.A. | Revolving Credit Facility | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Line of credit, amount drawn | 243,000 | |||||||||||||
GBP | Individual Investment | JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Not Designated as Hedging Instrument | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Line of credit, amount drawn | $ 92,100 | |||||||||||||
EUR | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Foreign currency exchange rate | € / $ | 1.12 | 1.14 | ||||||||||||
EUR | Individual Investment | JPMorgan Chase Bank, N.A. | Revolving Credit Facility | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Line of credit, amount drawn | $ 324,300 | |||||||||||||
EUR | Individual Investment | JPMorgan Chase Bank, N.A. | Revolving Credit Facility | Not Designated as Hedging Instrument | ||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||
Line of credit, amount drawn | $ 126,000 |
Derivative and Hedging Activi53
Derivative and Hedging Activities - Schedule of Derivatives in Statement of Financial Position, Fair Value (Details) - Significant Other Observable Inputs Level 2 - Swap - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | $ (7,251) | $ 5,639 |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 5,446 | 1,884 |
GBP | Interest rate swaps, net (GBP & EUR) | Designated as Hedging Instrument | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives assets, at fair value | 4 | 18 |
GBP | Interest rate swaps, net (GBP & EUR) | Designated as Hedging Instrument | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives liabilities, at fair value | (5,231) | (4,353) |
GBP | Foreign currency forwards, net (GBP & EUR) | Not Designated as Hedging Instrument | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives assets, at fair value | 1,072 | 1,148 |
GBP | Foreign currency swaps, net (GBP & EUR) | Designated as Hedging Instrument | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives assets, at fair value | 0 | 4,517 |
GBP | Foreign currency swaps, net (GBP & EUR) | Designated as Hedging Instrument | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives liabilities, at fair value | 0 | (447) |
GBP | Foreign currency swaps, net (GBP & EUR) | Not Designated as Hedging Instrument | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives assets, at fair value | 348 | 0 |
GBP | Foreign currency swaps, net (GBP & EUR) | Not Designated as Hedging Instrument | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives liabilities, at fair value | (1) | 0 |
EUR | Interest rate swaps, net (GBP & EUR) | Designated as Hedging Instrument | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives liabilities, at fair value | (2,024) | (1,315) |
EUR | Foreign currency forwards, net (GBP & EUR) | Not Designated as Hedging Instrument | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives assets, at fair value | 1,182 | 736 |
EUR | Foreign currency swaps, net (GBP & EUR) | Designated as Hedging Instrument | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives assets, at fair value | 0 | 7,219 |
EUR | Foreign currency swaps, net (GBP & EUR) | Not Designated as Hedging Instrument | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives assets, at fair value | $ 2,845 | $ 0 |
Derivative and Hedging Activi54
Derivative and Hedging Activities - Offsetting Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 5,451 | $ 13,638 |
Gross Amounts of Recognized (Liabilities) | (7,256) | (6,115) |
Gross Amounts Offset on the Balance Sheet | 0 | 0 |
Net Amounts of Assets (Liabilities) presented on the Balance Sheet | (1,805) | 7,523 |
Financial Instruments | 0 | 0 |
Cash Collateral Received (Posted) | 0 | 0 |
Net Amount | $ (1,805) | $ 7,523 |
Derivative and Hedging Activi55
Derivative and Hedging Activities - Schedule of Interest Rate Derivatives (Details) - Swap - Cash Flow Hedging - Designated as Hedging Instrument $ in Thousands | Sep. 30, 2015USD ($)derivative | Dec. 31, 2014USD ($)derivative |
Derivative [Line Items] | ||
Number of Instruments | derivative | 42 | 30 |
Notional Amount | $ 812,722 | $ 654,224 |
GBP | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 27 | 20 |
Notional Amount | $ 486,421 | $ 371,225 |
EUR | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 15 | 10 |
Notional Amount | $ 326,301 | $ 282,999 |
Derivative and Hedging Activi56
Derivative and Hedging Activities - Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance (Details) - Interest rate swaps, net (GBP & EUR) - Cash Flow Hedging - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in accumulated other comprehensive income from derivatives (effective portion) | $ (5,045) | $ 5,735 | $ 8,119 | $ (84) |
Amount of loss recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | (23) | 0 | (89) | 0 |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | $ (1,170) | $ (595) | $ (567) | $ (1,197) |
Derivative and Hedging Activi57
Derivative and Hedging Activities - Schedule of Derivative Instruments (Details) - Swap - Net Investment Hedging - Designated as Hedging Instrument $ in Thousands | Dec. 31, 2014USD ($)derivative |
Derivative [Line Items] | |
Number of Instruments | derivative | 15 |
Notional Amount | $ 241,908 |
GBP | |
Derivative [Line Items] | |
Number of Instruments | derivative | 5 |
Notional Amount | $ 107,623 |
EUR | |
Derivative [Line Items] | |
Number of Instruments | derivative | 10 |
Notional Amount | $ 134,285 |
Derivative and Hedging Activi58
Derivative and Hedging Activities - Disclosure of Credit Derivatives (Details) - Foreign currency swaps, net (GBP & EUR) - Not Designated as Hedging Instrument $ in Thousands | Sep. 30, 2015USD ($)derivative | Dec. 31, 2014USD ($)derivative |
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments | derivative | 83 | 111 |
Notional Amount | $ 203,966 | $ 26,363 |
GBP | Forwards | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments | derivative | 50 | 80 |
Notional Amount | $ 8,387 | $ 13,664 |
GBP | Swap | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments | derivative | 9 | 0 |
Notional Amount | $ 84,868 | $ 0 |
EUR | Forwards | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments | derivative | 19 | 31 |
Notional Amount | $ 7,779 | $ 12,699 |
EUR | Swap | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments | derivative | 5 | 0 |
Notional Amount | $ 102,932 | $ 0 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 06, 2015 | Jun. 02, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||||
Common stock, outstanding (shares) | 168,936,633 | 177,933,175 | ||
Common stock dividend rate (usd per share) | $ 0.059166667 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Stock repurchases, shares | 11,900,000 | |||
Common stock purchase price (usd per share) | $ 10.50 | $ 10.50 | ||
Value of stock repurchases | $ 125 |
Common Stock - Common Shares Re
Common Stock - Common Shares Repurchased (Details) - Common Stock | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning Balance (in shares) | shares | 99,969 |
Redemptions (in shares) | shares | 135,123 |
Shares repurchased under Tender Offer (shares) | shares | 11,904,762 |
Ending Balance (in shares) | shares | 12,139,854 |
Beginning Balance (usd per share) | $ 9.91 |
Redemptions (usd per share) | 9.78 |
Shares repurchased under Tender Offer (usd per share) | 10.50 |
Ending Balance (usd per share) | $ 10.49 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Ground Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
2015 (remainder) | $ 336,000 | $ 336,000 | ||
2,016 | 1,354,000 | 1,354,000 | ||
2,017 | 1,382,000 | 1,382,000 | ||
2,018 | 1,408,000 | 1,408,000 | ||
2,019 | 1,436,000 | 1,436,000 | ||
2,020 | 1,464,000 | 1,464,000 | ||
Thereafter | 67,621,000 | 67,621,000 | ||
Total | 75,001,000 | 75,001,000 | ||
Rent expense | $ 26,000 | $ 0 | $ 100,000 | $ 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2015USD ($)shares | Jun. 02, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Apr. 01, 2015 |
Related Party Transaction [Line Items] | ||||||||
Due from affiliates | $ 53 | $ 500 | $ 53 | $ 53 | ||||
Due to affiliates | $ 943 | $ 400 | $ 943 | $ 943 | ||||
Antidilutive securities (in shares) | shares | 11,039,417 | 177,519 | 11,039,417 | 354,878 | ||||
Proceeds from issuance of operating partnership units | $ 800 | $ 750 | $ 0 | |||||
Proceeds from redemption of investment securities | 463 | 0 | ||||||
Related party expenses | $ 0 | $ 0 | 18,503 | 0 | ||||
Cumulative offering costs, net of unpaid amounts | $ 188,100 | |||||||
Conversion of Stock, Lack of Transferability Period | 1 year | |||||||
Special Limited Partner | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating partnership units (in shares) | shares | 244,444 | 244,444 | 244,444 | 244,444 | ||||
Dealer Manager | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of transaction portfolio value | 0.25% | 0.25% | 0.25% | |||||
Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from redemption of investment securities | $ 500 | |||||||
Third party professional fees and offering costs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to affiliates | 900 | $ 400 | $ 900 | $ 900 | ||||
American Realty Capital Global Advisors, LLC and Realty Capital Securities, LLC | Fees and Expense Reimbursement, Stock Offering | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | 500 | |||||||
American Realty Capital Global Advisors, LLC | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due from affiliates | $ 100 | $ 500 | $ 100 | $ 100 | ||||
Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Liability for offering and related costs from IPO | 1.50% | 1.50% | 1.50% | |||||
Cumulative offering cost cap | 11.50% | 11.50% | 11.50% | |||||
Gross Proceeds, Retail Shares | Maximum | Realty Capital Securities, LLC | Dealer Manager | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sales commissions as a percentage of benchmark | 7.00% | 7.00% | 7.00% | |||||
Contract Purchase Price | American Realty Capital Global Advisors, LLC | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Acquisition fees as a percentage of benchmark | 1.00% | |||||||
Financing advance fees as a percentage of benchmark, expected third party costs | 0.50% | |||||||
Advance on Loan or Other Investment | American Realty Capital Global Advisors, LLC | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Financing advance fees as a percentage of benchmark | 1.00% | |||||||
Amount Available or Outstanding Under Financing Arrangement | American Realty Capital Global Advisors, LLC | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Acquisition and financing coordination fees as a percentage of benchmark | 0.75% | |||||||
Pre-tax Non-compounded Return on Capital Contribution | American Realty Capital Global Advisors, LLC | Annual Targeted Investor Return | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% | |||||||
Gross Revenue, Managed Properties | Maximum | American Realty Capital Global Properties, LLC | Property Manager | ||||||||
Related Party Transaction [Line Items] | ||||||||
Oversight fees as a percentage of benchmark | 1.00% | 1.00% | 1.00% | |||||
Option One | Gross Proceeds, Retail Shares | Maximum | Realty Capital Securities, LLC | Dealer Manager | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sales commissions as a percentage of benchmark | 3.00% | 3.00% | 3.00% | |||||
Greater Of | Average Invested Assets | Maximum | American Realty Capital Global Advisors, LLC | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating expenses as a percentage of benchmark | 2.00% | 2.00% | 2.00% | |||||
Greater Of | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Maximum | American Realty Capital Global Advisors, LLC | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating expenses as a percentage of benchmark | 25.00% | 25.00% | 25.00% | |||||
Portion of Fees Attributable to Related Party | Europe | Contract Purchase Price | American Realty Capital Global Advisors, LLC | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Acquisition fees as a percentage of benchmark | 50.00% | |||||||
Portion of Fees Attributable to Related Party | Europe | Amount Available or Outstanding Under Financing Arrangement | American Realty Capital Global Advisors, LLC | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Acquisition and financing coordination fees as a percentage of benchmark | 50.00% | |||||||
Unaffiliated Third Party Property Management Services | Europe | Contract Purchase Price | ||||||||
Related Party Transaction [Line Items] | ||||||||
Acquisition fees as a percentage of benchmark | 50.00% | |||||||
Unaffiliated Third Party Property Management Services | Europe | Amount Available or Outstanding Under Financing Arrangement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Acquisition and financing coordination fees as a percentage of benchmark | 50.00% | |||||||
Stand Alone, Single Tenant, Net Leased | Gross Revenue, Managed Properties | Maximum | American Realty Capital Global Properties, LLC | Property Manager | ||||||||
Related Party Transaction [Line Items] | ||||||||
Oversight fees as a percentage of benchmark | 2.00% | 2.00% | 2.00% | |||||
All Other Properties, Other than Stand Alone, Single Tenant, Net Leased | Gross Revenue, Managed Properties | Maximum | American Realty Capital Global Properties, LLC | Property Manager | ||||||||
Related Party Transaction [Line Items] | ||||||||
Oversight fees as a percentage of benchmark | 4.00% | 4.00% | 4.00% | |||||
Gross Revenue, Managed Properties | Stand Alone, Single Tenant, Net Leased | Unaffiliated Third Party Property Management Services | Europe | ||||||||
Related Party Transaction [Line Items] | ||||||||
Property management fee, percent fee | 0.25% | |||||||
Gross Revenue, Managed Properties | All Other Properties, Other than Stand Alone, Single Tenant, Net Leased | Unaffiliated Third Party Property Management Services | Europe | ||||||||
Related Party Transaction [Line Items] | ||||||||
Property management fee, percent fee | 0.50% | |||||||
Gross Revenue, Managed Properties | Singe Tenant Net Lease, Not Part of Shopping Center | Unaffiliated Third Party Property Management Services | Europe | ||||||||
Related Party Transaction [Line Items] | ||||||||
Property management fee, percent fee | 1.75% | |||||||
Gross Revenue, Managed Properties | All Other Property Types, Other Than Stand Alone, Single Tenant, Net Leased and Not Part of Shopping Center | Unaffiliated Third Party Property Management Services | Europe | ||||||||
Related Party Transaction [Line Items] | ||||||||
Property management fee, percent fee | 3.50% | |||||||
Amended Advisory Agreement | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Minimum monthly base management fee | $ 18,000 | |||||||
Amended Advisory Agreement, variable fee payable (percent) | 1.25% | |||||||
Amended Advisory Agreement, incentive compensation payable in shares (percent) | 50.00% | |||||||
Amended Advisory Agreement, incentive compensation payable in cash (percent) | 50.00% | |||||||
Amended Advisory Agreement, incentive compensation, percent of core AFFO per share in excess of incentive hurdle of $0.73 per share | 15.00% | |||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle one | $ / shares | $ 0.73 | |||||||
Amended Advisory Agreement, incentive compensation, percent of core AFFO per share in excess of incentive hurdle of $0.95 per share | 10.00% | |||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle two | $ / shares | $ 0.95 | |||||||
Amended Advisory Agreement, minimum base management fee and incentive compensation payable, cap on AUM up to $5 Billion (percent) | 1.25% | |||||||
Amended Advisory Agreement, minimum base management fee and incentive compensation payable, cap on AUM of at least $15 billion (percent) | 0.95% | |||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum amount of assets under management, range two | $ 15,000,000 | |||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum amount of assets under management, range three calculation base (percent) | 1.25% | |||||||
Amended Advisory Agreement, minimum base management fee and incentive compensation payable, cap on AUM between $5 billion and $15 billion (percent) | 0.30% | |||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum amount of assets under management, range three | $ 5,000,000 | |||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum Amount of assets under management, range three calculation denominator | 10,000,000 | |||||||
Amended Advisory Agreement, variable fee payable, maximum sale of investments to trigger possible reduction | $ 200,000 | |||||||
Amended Advisory Agreement | Minimum | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle possible annual increase (percent) | 1.00% | |||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum amount of assets under management, range three | $ 5,000,000 | |||||||
Amended Advisory Agreement | Maximum | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle possible annual increase (percent) | 3.00% | |||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum amount of assets under management, range three | $ 15,000,000 | |||||||
Listing Fee | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | $ 18,500 | |||||||
American National Stock Transfer, LLC | Transfer Agent Fees | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | 600 | |||||||
American National Stock Transfer, LLC | General and Administrative Expense | Transfer Agent Fees | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | $ 100 | 700 | ||||||
RCS Capital | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction rate (percent) | 0.23% | |||||||
RCS Capital | Listing Fee | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | 6,000 | |||||||
RCS Capital | Personnel and Support Services | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | 2,500 | |||||||
Barclays Capital Inc. | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction rate (percent) | 0.23% | |||||||
Barclays Capital Inc. | Listing Fee | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | 6,100 | |||||||
Class B units | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share-based compensation | $ 14,500 | |||||||
Class B units | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Distributions paid | $ 300 | $ 200 | $ 300 | $ 300 | ||||
OP Units | ||||||||
Related Party Transaction [Line Items] | ||||||||
Antidilutive securities (in shares) | shares | 1,726,323 | 1,809,678 | 22 | 1,809,678 | 22 | |||
OP Units | Advisor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Antidilutive securities (in shares) | shares | 83,333 | 1,461,753 | ||||||
OP Units | Service Provider | ||||||||
Related Party Transaction [Line Items] | ||||||||
Antidilutive securities (in shares) | shares | 347,903 | |||||||
OP Units | Limited Partner | ||||||||
Related Party Transaction [Line Items] | ||||||||
Antidilutive securities (in shares) | shares | 22 | 22 | ||||||
OP Units | Management | ||||||||
Related Party Transaction [Line Items] | ||||||||
Antidilutive securities (in shares) | shares | 83,333 | |||||||
Class B units | ||||||||
Related Party Transaction [Line Items] | ||||||||
Antidilutive securities (in shares) | shares | 1,726,323 | 0 | 170,297 | 0 | 340,456 | |||
OP Units | OP Units | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion of Stock, Conversion Ratio | 1 | |||||||
Class B units | Class B units | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion of Stock, Conversion Ratio | 1 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Selling Commissions and Dealer Manager Fees Payable to Affiliate (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Listing fees | $ 0 | $ 0 | $ 18,503 | $ 0 | |
Due to affiliates | 943 | 943 | $ 400 | ||
Total commissions and fees to Dealer Manager | Realty Capital Securities, LLC | Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
Listing fees | 0 | $ 1,821 | (8) | $ 148,377 | |
Due to affiliates | $ 0 | $ 0 | $ 13 |
Related Party Transactions - 64
Related Party Transactions - Schedule of Offering Costs Reimbursements to Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Listing fees | $ 0 | $ 0 | $ 18,503 | $ 0 | |
Due to affiliates | 943 | 943 | $ 400 | ||
American Realty Capital Global Advisors, LLC and Realty Capital Securities, LLC | Fees and Expense Reimbursements to the Advisor and Dealer Manager | Advisor and Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
Listing fees | 0 | $ 5,889 | 0 | $ 17,635 | |
Due to affiliates | $ 0 | $ 0 | $ 61 |
Related Party Transactions - 65
Related Party Transactions - 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, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 0 | $ 0 | $ 18,503 | $ 0 | |
Due to affiliates | 943 | 943 | $ 400 | ||
Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 5,731 | 14,934 | 28,364 | 27,365 | |
Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 697 | 152 | 1,921 | 355 | |
Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliates | 431 | 431 | 54 | ||
Nonrecurring Fees | Acquisition fees and related cost reimbursements (1) | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 14 | 13,734 | 722 | 22,889 | |
Nonrecurring Fees | Acquisition fees and related cost reimbursements (1) | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 0 | |
Nonrecurring Fees | Acquisition fees and related cost reimbursements (1) | Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliates | 1 | 1 | 2 | ||
Nonrecurring Fees | Financing coordination fees (2) | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 325 | 637 | 823 | 3,484 | |
Nonrecurring Fees | Financing coordination fees (2) | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 0 | |
Nonrecurring Fees | Financing coordination fees (2) | Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliates | (19) | (19) | 0 | ||
Recurring Fees | Asset management fees | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 4,500 | 0 | 9,001 | 0 | |
Recurring Fees | Asset management fees | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 0 | |
Recurring Fees | Asset management fees | Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliates | 217 | 217 | 0 | ||
Recurring Fees | Property management and leasing fees (4) | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 986 | 167 | 2,999 | 354 | |
Recurring Fees | Property management and leasing fees (4) | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 697 | 152 | 1,921 | 355 | |
Recurring Fees | Property management and leasing fees (4) | Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliates | 16 | 16 | 52 | ||
Recurring Fees | Strategic advisory fees | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 346 | 0 | 561 | |
Recurring Fees | Strategic advisory fees | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 0 | |
Recurring Fees | Strategic advisory fees | Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliates | 0 | 0 | 0 | ||
Recurring Fees | Class B OP Unit Distributions | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | (94) | 50 | 339 | 77 | |
Recurring Fees | Class B OP Unit Distributions | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 0 | |
Recurring Fees | Class B OP Unit Distributions | Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliates | 216 | 216 | 0 | ||
Recurring Fees | Vesting of Class B units | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 14,480 | 0 | |
Recurring Fees | Vesting of Class B units | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | $ 0 | 0 | $ 0 | |
Recurring Fees | Vesting of Class B units | Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliates | $ 0 | $ 0 | $ 0 | ||
Advisor | United States | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Percent of Fees From Net Assets Forgiven | 100.00% | 100.00% | |||
Advisor | Europe | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Percent of Fees From Net Assets Forgiven | 50.00% | 50.00% | |||
Affiliated Entity | Transfer Asset and Personnel Services | General and Administrative Expense | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 700 | $ 700 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 15, 2015 | Jul. 13, 2015 | Jun. 02, 2015 | Apr. 08, 2015 | Apr. 07, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jun. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Non-controlling interest | $ 15,362 | $ 15,362 | $ 0 | |||||||
Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual retainer payable, cash (percent) | 50.00% | |||||||||
Annual retainer payable, restricted stock units (percent) | 50.00% | |||||||||
OPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 30 days | |||||||||
Requisite service period (years) | 5 years | 5 years | ||||||||
Compensation expense | $ 500 | $ 2,300 | ||||||||
Distribution percent entitled to by LTIP holders | 10.00% | 10.00% | ||||||||
Non-controlling interest | $ 200 | $ 200 | ||||||||
Shares issued during the period (shares) | 9,041,801 | |||||||||
Award value, percent of market capitalization (percent) | 5.00% | |||||||||
Independent Directors | Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual retainer payable | $ 100 | $ 100 | ||||||||
Annual retainer payable, cash (percent) | 50.00% | |||||||||
Non-Executive Chair | Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual retainer payable | $ 100 | 105 | ||||||||
Directors, Servicing on Committees | Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual retainer payable | $ 30 | |||||||||
Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 10 | |||||||||
Shares issued in lieu of cash (shares) | 0 | 1,056 | ||||||||
Stock Options | Stock Option Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 500,000 | 500,000 | 500,000 | |||||||
Restricted Stock | Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 7,500,000 | |||||||||
Shares granted automatically upon election to board of directors (in shares | 3,000 | |||||||||
Periodic vesting percentage | 20.00% | |||||||||
Granted (in shares) | 3,000 | |||||||||
Granted, weighted average issue price (usd per share) | $ 9 | |||||||||
Maximum authorized amount as a percentage of shares authorized | 5.00% | |||||||||
Compensation expense | $ 92 | $ 88 | ||||||||
Compensation costs not yet recognized | $ 1,500 | $ 1,500 | ||||||||
Restricted Stock | Director Stock Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 5 years | |||||||||
Restricted Stock Units (RSUs) | Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 3 years | |||||||||
Restricted Stock Units (RSUs) | Independent Directors | Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 3 years | |||||||||
Granted (in shares) | 7,352 | |||||||||
Annual retainer payable, restricted stock units (percent) | 50.00% | |||||||||
Restricted Stock Units (RSUs) | Non-Executive Chair | Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 3 years | |||||||||
Granted (in shares) | 5,882 | |||||||||
Annual retainer payable, restricted stock units (percent) | 50.00% | |||||||||
Restricted Stock Units (RSUs) | Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted (in shares) | 40,000 | |||||||||
Granted, weighted average issue price (usd per share) | $ 8.52 | |||||||||
Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Maximum authorized amount as a percentage of shares authorized | 10.00% | |||||||||
Annual Period | OPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 1 year | |||||||||
Interim Period | OPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 2 years | |||||||||
Performance Period | OPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 3 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-based Compensation Arrangements by Share-based Payment Award (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested, December 31, 2014 (in shares) | shares | 14,400 |
Unvested, September 30, 2015 (in shares) | shares | 187,938 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested, December 31, 2014, Weighted-Average Issue Price (usd per share) | $ 9 |
Unvested, September 30, 2015, Weighted-Average Issue Price (usd per share) | $ 8.87 |
Restricted Share Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Granted (in shares) | shares | 3,000 |
Vested (in shares) | shares | (17,400) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Granted, weighted average issue price (usd per share) | $ 9 |
Vested, weighted average issue price (usd per share) | $ 9 |
One-time Listing Grant | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Granted (in shares) | shares | 160,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Granted, weighted average issue price (usd per share) | $ 8.52 |
Amended Incentive Restricted Share Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Granted (in shares) | shares | 27,938 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Granted, weighted average issue price (usd per share) | $ 8.84 |
Share-Based Compensation - Sc68
Share-Based Compensation - Schedule of Total Return (Details) - OPP | Jun. 02, 2015 |
Performance Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award, Absolute Component, Base Percent | 4.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, Base Percent | 4.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Absolute Component of Total Return, Percent | 21.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 100% of Cumulative Total Return, Percent | 18.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 50% of Cumulative Total Return, Percent | 0.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 0% of Cumulative Total Return, Percent | 0.00% |
Annual Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award, Absolute Component, Base Percent | 4.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, Base Percent | 4.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Absolute Component of Total Return, Percent | 7.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 100% of Cumulative Total Return, Percent | 6.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 50% of Cumulative Total Return, Percent | 0.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 0% of Cumulative Total Return, Percent | 0.00% |
Interim Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award, Absolute Component, Base Percent | 4.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, Base Percent | 4.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Absolute Component of Total Return, Percent | 14.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 100% of Cumulative Total Return, Percent | 12.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 50% of Cumulative Total Return, Percent | 0.00% |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 0% of Cumulative Total Return, Percent | 0.00% |
Minimum | Performance Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 50%-100% of Cumulative Total Return, Percent | 0.00% |
Minimum | Annual Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 50%-100% of Cumulative Total Return, Percent | 0.00% |
Minimum | Interim Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 50%-100% of Cumulative Total Return, Percent | 0.00% |
Maximum | Performance Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 50%-100% of Cumulative Total Return, Percent | 18.00% |
Maximum | Annual Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 50%-100% of Cumulative Total Return, Percent | 6.00% |
Maximum | Interim Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award, Relative Component, 50%-100% of Cumulative Total Return, Percent | 12.00% |
Share-Based Compensation - OPP
Share-Based Compensation - OPP (Details) - OPP at September 30, 2015 - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Significant Unobservable Inputs Level 3 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value | $ (27,200) | $ 0 |
Fair Value, Measurements, Recurring | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value | (27,200) | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets Level 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs Level 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value | $ (27,200) |
Share-Based Compensation - OP70
Share-Based Compensation - OPP Reconciliation (Details) - Significant Unobservable Inputs Level 3 - OPP $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Instruments Classified in Shareholders' Equity Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance as of December 31, 2014 | $ 0 |
Fair value at issuance | 27,500 |
Fair value adjustment | (300) |
Ending Balance as of September 30, 2015 | $ 27,200 |
Share-Based Compensation - Quan
Share-Based Compensation - Quantitative Level 3 Inputs (Details) - OPP - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Significant Unobservable Inputs Level 3 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value | $ 27,200 | $ 0 |
Fair Value, Measurements, Recurring | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value | 27,200 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value | $ 27,200 | |
Monte Carlo Simulation | Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility input value, percent | 22.00% |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to stockholders | $ 5,432 | $ (24,558) | $ (14,377) | $ (48,386) |
Adjustments to net income (loss) attributable to stockholders for common share equivalents | (249) | 0 | (249) | 0 |
Adjusted net income (loss) attributable to stockholders | $ 5,183 | $ (24,558) | $ (14,626) | $ (48,386) |
Basic and diluted net income (loss) per share attributable to stockholders (usd per share) | $ 0.03 | $ (0.14) | $ (0.08) | $ (0.44) |
Basic and diluted weighted average shares outstanding (shares) | 168,948,345 | 175,401,867 | 176,124,355 | 108,779,593 |
Earnings Per Share - Schedule73
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | Jun. 02, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities (in shares) | 11,039,417 | 177,519 | 11,039,417 | 354,878 | |
Unvested restricted stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities (in shares) | 187,938 | 7,200 | 187,938 | 14,400 | |
OP Units | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities (in shares) | 1,726,323 | 1,809,678 | 22 | 1,809,678 | 22 |
OP Units | Advisor | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities (in shares) | 83,333 | 1,461,753 | |||
OP Units | Limited Partner | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities (in shares) | 22 | 22 | |||
Class B units | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities (in shares) | 1,726,323 | 0 | 170,297 | 0 | 340,456 |
OPP (LTIP Units) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities (in shares) | 9,041,801 | 0 | 9,041,801 | 0 |