Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Global Net Lease, Inc. | |
Entity Central Index Key | 1,526,113 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Shares, Shares Outstanding | 170,242,113 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Real estate investments, at cost: | ||
Land | $ 327,548 | $ 341,911 |
Buildings, fixtures and improvements | 1,633,826 | 1,685,919 |
Construction in progress | 0 | 180 |
Acquired intangible lease assets | 496,907 | 518,294 |
Total real estate investments, at cost | 2,458,281 | 2,546,304 |
Less accumulated depreciation and amortization | (199,130) | (133,329) |
Total real estate investments, net | 2,259,151 | 2,412,975 |
Cash and cash equivalents | 50,273 | 69,938 |
Restricted cash | 3,660 | 3,319 |
Derivatives, at fair value | 4,996 | 5,812 |
Unbilled straight-line rent | 29,588 | 23,048 |
Prepaid expenses and other assets | 17,103 | 15,345 |
Due from related parties | 16 | 136 |
Deferred tax assets | 2,565 | 2,552 |
Goodwill and other intangible assets, net | 3,071 | 2,988 |
Assets held for sale, net | 31,984 | 0 |
Deferred financing costs, net | 3,816 | 4,409 |
Total assets | 2,406,223 | 2,540,522 |
Liabilities and Equity [Abstract] | ||
Mortgage notes payable, net of deferred financing costs ($5,719 and $7,446 for September 30, 2016 and December 31, 2015, respectively) | 502,808 | 524,262 |
Mortgage premium, net | 315 | 676 |
Credit facility | 671,023 | 717,286 |
Below-market lease liabilities, net | 25,669 | 27,978 |
Derivatives, at fair value | 16,093 | 6,028 |
Due to related parties | 680 | 399 |
Accounts payable and accrued expenses | 17,058 | 18,659 |
Prepaid rent | 14,040 | 15,491 |
Deferred tax liability | 4,113 | 4,016 |
Taxes payable | 3,596 | 5,201 |
Dividends payable | 30 | 407 |
Total liabilities | 1,255,425 | 1,320,403 |
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, 170,242,113 and 168,936,633 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 1,705 | 1,692 |
Additional paid-in capital | 1,488,996 | 1,480,162 |
Accumulated other comprehensive loss | (15,259) | (3,649) |
Accumulated deficit | (331,754) | (272,812) |
Total stockholders' equity | 1,143,688 | 1,205,393 |
Non-controlling interest | 7,110 | 14,726 |
Total equity | 1,150,798 | 1,220,119 |
Total liabilities and equity | $ 2,406,223 | $ 2,540,522 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Deferred financing costs | $ 5,719 | $ 7,446 |
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) | 170,242,113 | 168,936,633 |
Common stock, outstanding (shares) | 170,242,113 | 168,936,633 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Rental income | $ 50,756 | $ 47,836 | $ 154,003 | $ 142,502 |
Operating expense reimbursements | 2,495 | 2,416 | 7,398 | 6,787 |
Total revenues | 53,251 | 50,252 | 161,401 | 149,289 |
Expenses: | ||||
Property operating | 4,201 | 3,329 | 13,390 | 10,695 |
Operating fees to related parties | 4,862 | 4,902 | 14,638 | 10,211 |
Acquisition and transaction related | 2,479 | 4,680 | 2,377 | 5,977 |
Listing fees | 0 | 0 | 0 | 18,503 |
Vesting of Class B Units | 0 | 0 | 0 | 14,480 |
Change in fair value of listing note | 0 | (1,050) | 0 | 3,380 |
General and administrative | 1,714 | 2,040 | 5,298 | 5,734 |
Equity based compensation | 1,293 | 1,917 | 2,407 | 2,435 |
Depreciation and amortization | 23,482 | 22,949 | 71,050 | 66,152 |
Total expenses | 38,031 | 38,767 | 109,160 | 137,567 |
Operating income | 15,220 | 11,485 | 52,241 | 11,722 |
Interest expense | (8,914) | (9,041) | (30,117) | (24,799) |
Income from investments | 0 | 8 | 0 | 15 |
Realized losses on investment securities | 0 | (66) | 0 | (66) |
Gains on dispositions of real estate investments | 1,320 | 0 | 1,320 | 0 |
Gains on derivative instruments | 375 | 2,310 | 3,856 | 2,785 |
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness | 1,459 | 1,505 | 5,613 | 2,445 |
Unrealized losses on non-functional foreign currency advances not designated as net investment hedges | 0 | 0 | 0 | (2,935) |
Other income (expense) | 4 | (10) | 21 | 15 |
Total other expense, net | (5,756) | (5,294) | (19,307) | (22,540) |
Net income (loss) before income tax | 9,464 | 6,191 | 32,934 | (10,818) |
Income tax expense | (448) | (703) | (1,428) | (3,646) |
Net income (loss) | 9,016 | 5,488 | 31,506 | (14,464) |
Non-controlling interest | (73) | (56) | (312) | 87 |
Net income (loss) attributable to stockholders | $ 8,943 | $ 5,432 | $ 31,194 | $ (14,377) |
Earnings Per Share [Abstract] | ||||
Basic and diluted net income per share attributable to stockholders (usd per share) | $ 0.05 | $ 0.03 | $ 0.18 | $ (0.08) |
Basic and diluted weighted average shares outstanding (shares) | 169,390,187 | 168,948,345 | 169,092,853 | 176,124,355 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 9,016 | $ 5,488 | $ 31,506 | $ (14,464) |
Other comprehensive income (loss) | ||||
Cumulative translation adjustment | (188) | (1,528) | (274) | 2,641 |
Designated derivatives, fair value adjustments | 762 | (3,785) | (11,452) | (1,539) |
Other comprehensive income (loss) | 574 | (5,313) | (11,726) | 1,102 |
Comprehensive income (loss) | 9,590 | 175 | 19,780 | (13,362) |
Amounts attributable to non-controlling interest | ||||
Net (income) loss | (73) | (56) | (312) | 87 |
Cumulative translation adjustment | 4 | 177 | 5 | 286 |
Designated derivatives, fair value adjustments | (18) | (81) | 111 | (76) |
Comprehensive (income) loss attributable to non-controlling interest | (87) | 40 | (196) | 297 |
Comprehensive income (loss) attributable to stockholders | $ 9,503 | $ 215 | $ 19,584 | $ (13,065) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders' Equity | Non-controlling interest |
Beginning Balance (in shares) at Dec. 31, 2015 | 168,936,633 | ||||||
Beginning Balance at Dec. 31, 2015 | $ 1,220,119 | $ 1,692 | $ 1,480,162 | $ (3,649) | $ (272,812) | $ 1,205,393 | $ 14,726 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of OP Units to common stock (in shares) | 1,264,148 | ||||||
Conversion of OP Units to common stock | $ 13 | 9,264 | 9,277 | (9,277) | |||
Dividends declared | (90,136) | (90,136) | (90,136) | ||||
Equity-based compensation (in shares) | 41,332 | ||||||
Equity-based compensation | 2,407 | 266 | 266 | 2,141 | |||
Distributions to non-controlling interest holders | (1,372) | (1,372) | |||||
Net Income | 31,506 | 31,194 | 31,194 | 312 | |||
Cumulative translation adjustment | (274) | (269) | (269) | (5) | |||
Designated derivatives, fair value adjustments | (11,452) | (11,341) | (11,341) | (111) | |||
Rebalancing of ownership percentage | (696) | (696) | 696 | ||||
Ending Balance (in shares) at Sep. 30, 2016 | 170,242,113 | ||||||
Ending Balance at Sep. 30, 2016 | $ 1,150,798 | $ 1,705 | $ 1,488,996 | $ (15,259) | $ (331,754) | $ 1,143,688 | $ 7,110 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 31,506 | $ (14,464) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 37,770 | 34,901 |
Amortization of intangibles | 33,280 | 31,251 |
Amortization of deferred financing costs | 5,769 | 6,056 |
Amortization of mortgage premium | (361) | (367) |
Amortization of below-market lease liabilities | (1,882) | (1,506) |
Amortization of above-market lease assets | 1,688 | 1,741 |
Amortization of above- and below- market ground lease assets | 125 | 69 |
Bad debt expense | 160 | 0 |
Unbilled straight-line rent | (8,059) | (11,573) |
Vesting of Class B Units | 0 | 14,480 |
Equity based compensation | 2,407 | 2,435 |
Unrealized losses (gains) on foreign currency transactions, derivatives, and other | 1,068 | (4,357) |
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness | (5,613) | (2,445) |
Unrealized losses on non-functional foreign currency advances not designated as net investment hedges | 0 | 2,935 |
Gains on sale of real estate investments | (1,320) | 0 |
Change in fair value of listing note | 0 | 3,380 |
Appreciation of investment in securities | 0 | 27 |
Changes in operating assets and liabilities, net: | ||
Prepaid expenses and other assets | (1,918) | (3,495) |
Deferred tax assets | (13) | (803) |
Accounts payable and accrued expenses | (1,601) | 4,332 |
Prepaid rent | (1,451) | 638 |
Deferred tax liability | 448 | 0 |
Taxes payable | (1,956) | 3,166 |
Net cash provided by operating activities | 90,047 | 66,401 |
Cash flows from investing activities: | ||
Investment in real estate and real estate related assets | 0 | (223,074) |
Deposits for real estate acquisitions | 0 | 773 |
Proceeds from termination of derivatives | 0 | 10,055 |
Capital expenditures | (200) | (10,242) |
Proceeds from sale of real estate investments | 13,414 | 0 |
Proceeds from redemption of investment securities | 0 | 463 |
Net cash provided by (used in) investing activities | 13,214 | (222,025) |
Cash flows from financing activities: | ||
Borrowings under credit facility | 16,485 | 476,208 |
Repayments on credit facility | (42,136) | (370,617) |
Proceeds from mortgage notes payable | 0 | 207,914 |
Payments on mortgage notes payable | (561) | (535) |
Proceeds from issuance of common stock | 0 | 420 |
Proceeds from issuance of operating partnership units | 0 | 750 |
Proceeds from offering costs | 0 | 49 |
Proceeds (payments) of financing costs | (2,905) | (4,612) |
Dividends paid | (90,136) | (68,062) |
Distributions to non-controlling interest holders | (1,749) | (321) |
Payments on common stock repurchases, inclusive of fees | 0 | (2,313) |
Payments on share repurchases related to Tender Offer | 0 | (125,000) |
Advances from related parties, net | 401 | 990 |
Restricted cash | (341) | 2,028 |
Net cash (used in) provided by financing activities | (120,942) | 116,899 |
Net change in cash and cash equivalents | (17,681) | (38,725) |
Effect of exchange rate changes on cash | (1,984) | 6,121 |
Cash and cash equivalents, beginning of period | 69,938 | 64,684 |
Cash and cash equivalents, end of period | 50,273 | 32,080 |
Supplemental Disclosures: | ||
Cash paid for interest | 25,588 | 16,122 |
Cash paid for income taxes | 3,027 | 3,081 |
Non-Cash Investing and Financing Activities: | ||
Mortgage notes payable assumed or used to acquire investments in real estate | 0 | 31,933 |
Conversion of OP Units to common stock | 9,277 | 0 |
Common stock issued through dividend reinvestment plan | $ 0 | $ 28,578 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2016 | |
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. 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 (the "Listing") on the New York Stock Exchange ("NYSE") under the symbol "GNL". 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. As of September 30, 2016 , the Company owned 326 properties consisting of 18.6 million rentable square feet, which were 100% leased, with a weighted average remaining lease term of 10.5 years. Based on original purchase price, 60.2% of the Company's properties are located in the U.S. and the Commonwealth of Puerto Rico and 39.8% are located in Europe. The Company may also originate or acquire first mortgage loans secured by real estate. As of September 30, 2016 , the Company has not invested in any mezzanine loans, preferred equity or securitized loans. 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, 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. 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. Substantially all of the Company's business is conducted through Global Net Lease Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. At Listing, 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 10 — 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. Subsequent to the Listing, all OP Units issued to the Advisor were transferred to individual investors. On September 2, 2016 , 1,264,148 of the OP Units were converted into Common Stock, of which 916,231 were issued to individual investors, 347,903 were issued to the Service Provider, and 14 were issued to the Special Limited Partner. The Company had 545,530 of OP Units outstanding as of September 30, 2016 . 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"). The Advisor, Property Manager and Special Limited Partner are under common control with the parent of AR Capital Global Holdings, LLC (the "Sponsor"), 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 the Service Provider, pursuant to which 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. The Company and American Realty Capital Global Trust II, Inc. ("Global II"), an affiliate of the Sponsor, have entered into an agreement and plan of merger, dated as of August 8, 2016, as it may be amended from time to time ("the Merger Agreement). Pursuant to the Merger Agreement, Global II will merge with and into a direct wholly owned subsidiary of the Company (the "Merger Sub"), at which time the separate existence of Global II will cease and the Company will be the parent of the Merger Sub (the "Merger"). In addition, pursuant to the Merger Agreement, American Realty Capital Global II Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Global II (the "Global II OP"), will merge with the OP, with the OP being the surviving entity (the "Partnership Merger" and together with the Merger, the "Mergers"). Pursuant to the Merger Agreement, each outstanding share of Global II's common stock, including restricted shares of common stock, par value $0.01 per share ("Global II Common Stock"), other than shares owned by the Company, any subsidiary of the Company or any wholly owned subsidiary of Global II, will be converted into the right to receive 2.27 shares of Common Stock of the Company (the "Merger Consideration"). In addition, in connection with the Partnership Merger, each outstanding unit of limited partnership interest, including the Class B Units (as defined in Note 10 — Related Party Transactions), of the Global II OP will be converted into the right to receive 2.27 shares of the Company's Common Stock. Based on the closing price of the Company's Common Stock on October 31, 2016 of $7.41 and the number of shares of outstanding Global II Common Stock on September 30, 2016 , the aggregate value of the Merger Consideration to be received by Global II stockholders would be approximately $212.6 million . The completion of the Mergers are subject to various conditions, including, among other things, the approval of the Mergers and the other transactions contemplated by the Merger Agreement by the affirmative vote of a majority of the votes of the Company’s stockholders cast at a meeting of the Company’s common stockholders, a quorum being present, and the approval of the Merger and the other transactions contemplated by the Merger Agreement by Global II’s common stockholders holding a majority of the outstanding shares of Global II Common Stock. The Merger Agreement also includes certain termination rights for both the Company and Global II and provides that, in connection with the termination of the Merger Agreement, under specified circumstances, the Company or Global II may be required to pay to the other party reasonable out-of-pocket transaction expenses up to an aggregate amount of $5.0 million . If Global II, or the Company in certain circumstances, terminates the Merger Agreement, Global II would be required to pay the Company a termination fee equal to $6.0 million . The Company and Global II each were sponsored, directly or indirectly, by the Sponsor. The Sponsor and its affiliates provide investment and advisory services to the Company and Global II pursuant to written advisory agreements. In connection with, and subject to the terms and conditions of, the Merger Agreement, the Sponsor and its affiliates will have the vesting of certain of their restricted interests in Global II and the Global II OP accelerated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
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 statement 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, 2016 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, 2015 , which are included in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2016 . There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2016 , other than the updates described below and the subsequent notes. Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary. The Company has determined that the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP. Income Taxes The Company qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), beginning with the taxable year ended December 31, 2013. Commencing with such taxable year, the Company was organized to operate in such a manner as to qualify for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner to continue to qualify for taxation as a REIT, but no assurance can be given that it will operate in a manner so as to remain qualified as a REIT. As a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes annually all of its REIT taxable earnings. REIT's are subject to a number of other organizational and operational requirements. The Company conducts business in various states and municipalities within the United States (including Puerto Rico), United Kingdom and continental Europe and, as a result, the Company or one of its subsidiaries file income tax returns in the United States federal jurisdiction and various states and certain foreign jurisdictions. As a result, the Company may be subject to certain federal, state, local and foreign taxes on its income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease Company's earnings and available cash. In addition, the Company's international assets and operations, including those designated as direct or indirect qualified REIT subsidiaries or other disregarded entities of a REIT, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. During the period from July 13, 2011 (date of inception) to December 31, 2012, the Company elected to be taxed as a corporation, pursuant to which income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using expected tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. The Company recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Because, the Company elected and qualified to be taxed as a REIT commencing with the taxable year ended December 31, 2013, it does not anticipate that any applicable deferred tax assets or liabilities will be realized. Significant judgment is required in determining the Company's tax provision and in evaluating its tax positions. The Company establishes tax reserves based on a benefit recognition model, which the Company believes could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement. The Company derecognizes the tax position when the likelihood of the tax position being sustained is no longer more likely than not. The Company recognizes deferred income taxes in certain of its subsidiaries taxable in the United States or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. The Company provides a valuation allowance against its deferred income tax assets when it believes that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit). The Company derives most of its REIT income from its real estate operations in the United States. As such, the Company's real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state, local, and foreign taxes, as applicable. Our deferred tax assets and liabilities are primarily the result of temporary differences related to the following: • Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, the Company assumes the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets; • Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs and depreciation expense; and • Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions, that may be realized in future periods if the respective subsidiary generates sufficient taxable income. The Company recognizes current income tax expense for state and local income taxes and taxes incurred in its foreign jurisdictions. The Company's current income tax expense fluctuates from period to period based primarily on the timing of its taxable income. For the three and nine months ended September 30, 2016 , the Company recognized an income tax expense of $0.4 million and $1.4 million , respectively. For the three and nine months ended September 30, 2015 , the Company recognize an income tax expense of $0.7 million and $3.6 million , respectively. Deferred income tax (expense) benefit is generally a function of the period’s temporary differences and the utilization of net operating losses generated in prior years that had been previously recognized as deferred income tax assets from state and local taxes in the United States or in foreign jurisdictions. Assets held for sale When assets are identified by management as held for sale, the Company stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company's estimate of the net sales price of the assets. Reclassifications Certain reclassifications have been made to the 2015 consolidated financial statements to conform to the current period presentation. Revision to previously issued financial statements During the six months ended June 30, 2016, the Company identified certain historical errors in the preparation of its consolidated statements of comprehensive income (loss) and consolidated statement of changes in equity since 2014 which impacted the quarterly financial statements for the periods ended March 31, June 30 and September 30, 2015 and 2014 and the years ended December 31, 2015 and 2014. Specifically, the Company had been reflecting the fair value adjustments for its cross currency derivatives designated as net investment hedges on its foreign investments as part of “Designated derivatives - fair value adjustments” within Other Comprehensive Income ("OCI") rather than treating them as part of “Cumulative translation adjustments” also in OCI consistent with the treatment of the hedged item as required by ASC 815. The Company concluded that the errors noted above were not material to any historical periods presented. However, in order to correctly present the cumulative translation adjustment and designated derivatives, fair value adjustment in the appropriate period, management revised previously issued financial statements. The Company will revise its future presentations of OCI when the periods are refiled in 2016 and 2017 for comparative purposes. The effects of these revisions are summarized below: (In thousands) As originally Reported Adjustment As Revised Year ended December 31, 2014 Cumulative translation adjustment $ (11,990 ) $ 12,466 $ 476 Designated derivatives, fair value adjustments 6,082 (12,466 ) (6,384 ) Total OCI $ (5,908 ) $ — $ (5,908 ) (In thousands) As originally Reported Adjustment As Revised Three months ended September 30, 2015 Cumulative translation adjustment $ 836 $ (2,364 ) $ (1,528 ) Designated derivatives, fair value adjustments (6,149 ) 2,364 (3,785 ) Total OCI $ (5,313 ) $ — $ (5,313 ) (In thousands) As originally Reported Adjustment As Revised Nine months ended September 30, 2015 Cumulative translation adjustment $ (4,651 ) $ 7,292 $ 2,641 Designated derivatives, fair value adjustments 5,753 (7,292 ) (1,539 ) Total OCI $ 1,102 $ — $ 1,102 (In thousands) As originally Reported Adjustment As Revised Year ended December 31, 2015 Cumulative translation adjustment $ (5,169 ) $ 6,426 $ 1,257 Designated derivatives, fair value adjustments 6,982 (6,426 ) 556 Total OCI $ 1,813 $ — $ 1,813 (In thousands) As originally Reported Adjustment As Revised Three months ended March 31, 2016 Cumulative translation adjustment $ 2,996 $ (2,930 ) $ 66 Designated derivatives, fair value adjustments (11,316 ) 2,930 (8,386 ) Total OCI $ (8,320 ) $ — $ (8,320 ) Classification correction During the quarter ended March 31, 2016, the Company identified that one of its bank accounts was legally restricted but had been erroneously classified as cash and cash equivalents rather than as restricted cash in its balance sheets and cash flow statements since 2014 and impacted the quarterly financial statements for the periods ended June 30 and September 30, 2014 and the year ended December 31, 2014. The account had a balance of $1.7 million at December 31, 2015. The Company evaluated the impact to all periods and concluded that prior financial statements were not materially misstated and the impact to the current period financial statements was not material. The Company correctly classified this bank account as restricted cash at March 31, 2016 and reflected a cash out-flow from financing activities for $1.7 million during the three months ended March 31, 2016. Out-of-period adjustments During the first and second quarters of 2015, the Company had recorded the following out-of period adjustments to correct errors from prior periods: (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 also recorded an out-of-period adjustment in the fourth quarter 2015 to correct an additional error in income taxes of $0.5 million relating to 2014 which resulted from errors in estimating its income tax expense. 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 in the periods they were identified during the year ended December 31, 2015. 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 7 — 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 during the three month period ended March 31, 2015. The Company has concluded that this adjustment is not material to the financial position or results of operations for the prior periods. The Company recorded the related adjustment in the period it was identified during the year ended December 31, 2015. 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 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 was not determinable until January 2016, which was the end of a measurement period of 30 consecutive trading days, that commenced on the 180th calendar day following the Listing. The Special Limited Partner had 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 had 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 or, at the Company's option, 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 was determined, the Listing Note was considered a liability which was marked to fair value at each reporting date, with changes in the fair value recorded in the consolidated statements of operations. The final value of the Listing Note on maturity at January 2016 was determined to be zero . 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 12 — 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 Adopted: In February 2015, the Financial Accounting Standards Board ("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 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. We have evaluated the impact of the adoption of ASU 2015-02 on the Company's consolidated financial position and have determined under ASU 2015-02 the Company's operating ownership is considered a VIE. However, the Company meets the disclosure exemption criteria as the Company is the primary beneficiary of the VIE and the OP's interest is considered a majority voting interest. As such, this standard will not have a material impact on the Company's consolidated financial statements. 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. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted this guidance effective January 1, 2016. As a result, the Company reclassified $7.4 million of deferred debt issuance costs related to the Company's mortgage notes payable from deferred costs, net to mortgage notes payable in the Company's consolidated balance sheets as of December 31, 2015 . As permitted under the revised guidance, the Company elected to not reclassify the deferred debt issuance costs associated with its Credit Facility (as defined in Note 4 — Credit Borrowings). The deferred debt issuance costs associated with the Credit Facility, net of accumulated amortization, and deferred leasing costs, net of accumulated amortization, are included in deferred costs, net on the Company's accompanying consolidated balance sheets as of September 30, 2016 and December 31, 2015 . In August 2015, FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which amends ASC 835-30, Interest - Imputation of Interest . This update clarifies the presentation and subsequent measurement of debt issuance costs associated with lines of credit. These costs may be deferred and presented as an asset and subsequently amortized ratably over the term of the revolving debt arrangement. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company has adopted the provisions of this guidance effective January 1, 2016, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's 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 has adopted the provisions of this guidance effective January 1, 2016, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows. Pending Adoption: In May 2014, the 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 August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties about an Entities Ability to Continue as a Going Concern, which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. The assessment is required for each annual and interim reporting period. Management’s assessment should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. Substantial doubt is deemed to exist when it is probable that the company will be unable to meet its obligations within one year from the financial statement issuance date. If conditions or events give rise to substantial doubt about the entity's ability to continue as a going concern, the guidance requires management to disclose information that enables users of the financial statements to understand the conditions or events that raised the substantial doubt, management's evaluation of the significance of the conditions or events that led to the doubt, the entity’s ability to continue as a going concern and management’s plans that are intended to mitigate or that have mitigated the conditions or events that raised substantial doubt about the entity's ability to continue as a going concern. The guidance is effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter, early application is permitted. The Company believes that adoption of this guidance will not have a material impact on the Company's consolidated financial position, results of operations or cash flows. In January 2016, the FASB issued ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). The revised guidance amends the recognition and measurement of financial instruments. The new guidance significantly revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for most of the amendments in the update. The Company is currently evaluating the impact of this new guidance. In February 2016, the FASB issued ASU 2016-02 Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact the Company’s consolidated financial statements as the Company has certain operating and land lease arrangements for which it is the lessee. ASC 842 supersedes the previous leases standard, ASC 840 Leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is in the process of evaluating the impact of this new guidance. In March 2016, the FASB issued ASU 2016-05 Derivatives and Hedging (Topic 815) , Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships . Under the new guidance, the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The hedge accounting relationship could continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The guidance is effective for fiscal years beginning after December 15, 2016, and interim periods therein. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance. In March 2016, the FASB issued ASU 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The guidance requires an entity to determine whether the nature of its promise to provide goods or services to a customer is performed in a principal or agent capacity and to recognize revenue in a gross or net manner based on its principal/agent designation. This guidance is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. In March 2016, the FASB issued an update on ASU 2016-09 Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The guidance changes the accounting for certain aspects of share-based compensation. Among other things, the revised guidance allows companies to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The revised guidance is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. In April 2016, the FASB issued ASU 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . The amendments in this update do not change the core principle of the guidance in Topic 606 but rather, clarify aspects of identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendment is effective on the same dat |
Real Estate Investments and Pro
Real Estate Investments and Properties Held for Sale | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Real Estate Investments and Properties Held for Sale | Real Estate Investments and Properties Held for Sale The following table reflects the number and related base purchase prices of properties remaining as of December 31, 2015 and during the nine months ended September 30, 2016 : Number of Properties Base Purchase Price (1) (In thousands) As of December 31, 2015 329 $ 2,633,562 Dispositions for the nine months ended September 30, 2016 (3) (12,843 ) Portfolio as of September 30, 2016 326 $ 2,620,719 ________________________________________________ (1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the date of purchase, where applicable. The Company concluded that the properties sold and held for sale do not represent a strategic shift in operations and as a result are not considered to be discontinued operations. During the nine months ended September 30, 2016 , the Company sold its properties located in Hephzibah, Georgia (" Fresenius II "), Raleigh, North Carolina ("Garden Ridge"), and Spencerville, Ohio ("Dollar General") and entered into 10 purchase and sales agreements to sell 30 properties which are scheduled to be sold during the fourth quarter of 2016. The following table summarizes the properties sold during the three and nine months ended September 30, 2016 and properties that are classified as assets held for sale as of September 30, 2016 . The Company did not sell any real estate assets during the three and nine months ended September 30, 2015 . Portfolio State Disposition Date Number of Properties Square Feet Contract Sales Price Gains on Sale (1) (In thousands) (In thousands) Properties Sold Fresenius II Georgia September 2, 2016 1 6,192 $ 3,333 $ 483 Garden Ridge North Carolina September 29, 2016 1 119,258 9,190 803 Dollar General Ohio September 29, 2016 1 9,026 1,423 34 Total 3 134,476 $ 13,946 $ 1,320 Assets Held for Sale Dollar General - Choctaw Oklahoma October 13, 2016 1 9,100 1,497 (2) Dollar General - 15-Pack (3) October 28, 2016 15 145,938 21,661 (2) Family Dollar - 8-Pack Florida October 13, 2016 8 63,510 13,239 (2) Total 24 218,548 $ 36,397 $ — ________________________________________________ (1) Reflected within gains on dispositions of real estate investments in the consolidated statements of operations for the nine months ended September 30, 2016 (2) Property sold subsequent to September 30, 2016 and therefore gain (loss) on sale is not disclosed above. (3) Consists of properties sold in Pennsylvania, Ohio and Oklahoma. The sale of Fresenius II , Garden Ridge and Dollar General did not represent a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, the results of operations of Fresenius II , Garden Ridge and Dollar General remain classified within continuing operations for all periods presented until the respective dates of their sale. The following table details the major classes of assets associated with the above 24 assets classified as held for sale as of September 30, 2016 . (In thousands) September 30, 2016 Real estate held for sale, at cost: Land $ 6,521 Buildings, fixtures and improvements 19,071 Acquired intangible lease assets 8,833 Total real estate held for sale, at cost 34,425 Less accumulated depreciation and amortization (2,441 ) Real estate assets held for sale, net $ 31,984 The following table presents the allocation of the assets acquired and liabilities assumed during the nine months ended September 30, 2015 based on contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase. There were no acquisitions during the nine months ended September 30, 2016 . (Dollar amounts in thousands) September 30, 2015 Real estate investments, at cost: Land $ 23,831 Buildings, fixtures and improvements 190,314 Total tangible assets 214,145 Intangibles acquired: In-place leases 45,736 Above market lease assets 1,002 Below market lease liabilities (7,181 ) Below market ground lease assets 3,409 Above market ground lease liabilities (2,104 ) Total assets acquired, net 255,007 Mortgage notes payable used to acquire real estate investments (31,933 ) Cash paid for acquired real estate investments $ 223,074 Number of properties purchased 22 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, 2015 . (In thousands, except per share data) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Pro forma revenues $ 53,727 $ 161,841 Pro forma net income $ 11,635 $ 3,474 Pro forma basic and diluted net income per share $ 0.07 $ 0.02 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, 2016 . 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 (1) 2016 (remainder) $ 47,177 2017 190,475 2018 193,487 2019 195,904 2020 198,041 2021 196,057 Thereafter 947,472 $ 1,968,613 ___________________________________________ (1) Based on the exchange rates as of September 30, 2016 . 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, 2016 and 2015 . 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 10.0% of consolidated annualized rental income on a straight-line basis as of September 30, 2016 and 2015 . September 30, Country or State 2016 2015 United Kingdom 17.3% 19.6% United States: Texas 11.2% 11.4% |
Credit Borrowings
Credit Borrowings | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Credit Borrowings | Credit Borrowings 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 $671.0 million (including £160.2 million and €278.9 million ) and $717.3 million (including £160.2 million and €288.4 million ) outstanding under the Credit Facility as of September 30, 2016 and December 31, 2015 , respectively. Availability of borrowings is based on a pool of eligible unencumbered real estate assets. On July 25, 2016 , the Company extended the maturity date of the Credit Facility to July 25, 2017 , with an additional one -year extension option remaining, for an extension fee of $1.5 million , subject to certain conditions. The Company has the option, based upon its consolidated leverage ratio, to have draws under the Credit Facility priced at either the Alternate Base Rate (as described below) plus 0.60% to 1.20% or at Adjusted LIBOR (as described below) 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 half 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, 2016 , the Credit Facility reflected variable and fixed rate borrowings with a carrying value and fair value of $671.0 million , and a weighted average effective interest rate of 2.4% after giving effect to interest rate swaps in place. The unused borrowing capacity under the Credit Facility as of September 30, 2016 and December 31, 2015 was $69.0 million and $22.7 million , respectively. The Credit Facility agreement provides for quarterly interest payments for each Alternate Base Rate loan and periodic payments for each Adjusted LIBOR loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the extended maturity date in July 2017. 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, 2016 , the Company was in compliance with the financial covenants under the Credit Facility. In October 2016, the Company paid down $25.0 million of its US dollar advances. The total gross carrying value of unencumbered assets as of September 30, 2016 was $1.5 billion . A portion of foreign currency draws under the Credit Facility are designated as net investment hedges of the Company's investments during the periods reflected in the consolidated statements of operations (see Note 7 — Derivatives and Hedging Activities for further discussion). Bridge Loan Facility On August 8, 2016, in connection with the execution of the Merger Agreement, the OP entered into a bridge loan commitment letter, pursuant to which UBS Securities LLC and UBS AG, Stamford Branch agreed to provide a $150.0 million senior secured bridge loan facility (the "Bridge Loan Facility") for a term of 364 days from date of the merger transaction. Amounts drawn on the Bridge Loan Facility are subject to interest at LIBOR plus 3.25% per annum with a minimum floor of 4.00% . The margin rate of 3.25% per annum will increase by 0.75% 90 days after the date of funding and increases by 0.75% every 90 days thereafter with a maximum increase rate of 2.25% . The Bridge Loan Facility requires a 1.50% fee of the commitment amount upon execution and a fee equal to 0.375% of the commitments 180 days after signing. The Bridge Loan Facility is subject to a duration fee of 1.0% on outstanding draws 90 days after the date of funding. In addition, the Bridge Loan Facility requires a repayment fee of 0.5% on repayments made within 30 days of funding and a repayment fee of 1.0% fee on repayments made after 30 days after funding. The Bridge Loan Facility is subject to cross default provisions with the Company’s Credit Facility. |
Mortgage Notes Payable
Mortgage Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Mortgage Notes Payable Mortgage notes payable as of September 30, 2016 and December 31, 2015 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, 2016 December 31, 2015 Maturity (In thousands) (In thousands) Finland: Finnair 4 $ 31,840 $ 30,976 2.2% (2) Fixed Sep. 2020 Tokmanni 1 32,485 31,603 2.4% (2) Fixed Oct. 2020 Germany: Rheinmetall 1 11,884 11,561 2.6% (2) Fixed Jan. 2019 OBI DIY 1 5,045 4,908 2.4% Fixed Jan. 2019 RWE AG 3 70,070 68,169 1.6% (2) Fixed Oct. 2019 Rexam 1 5,897 5,737 1.8% (2) Fixed Oct. 2019 Metro Tonic 1 29,710 28,904 1.7% (2) Fixed Dec. 2019 Total EUR denominated 12 186,931 181,858 United Kingdom: McDonald's 1 986 1,125 4.1% (2) Fixed Oct. 2017 Wickes Building Supplies I 1 2,525 2,882 3.7% (2) Fixed May 2018 Everything Everywhere 1 5,188 5,922 4.0% (2) Fixed Jun. 2018 Thames Water 1 7,782 8,882 4.1% (2) Fixed Jul. 2018 Wickes Building Supplies II 1 2,140 2,443 4.2% (2) Fixed Jul. 2018 Northern Rock 2 6,809 7,772 4.5% (2) Fixed Sep. 2018 Wickes Building Supplies III 1 2,464 2,813 4.4% (2) Fixed Nov. 2018 Provident Financial 1 16,537 18,875 4.1% (2) Fixed Feb. 2019 Crown Crest 1 24,968 28,498 4.3% (2) Fixed Feb. 2019 Aviva 1 20,363 23,242 3.8% (2) Fixed Mar. 2019 Bradford & Bingley 1 9,806 11,192 3.5% (2) Fixed May 2020 Intier Automotive Interiors 1 6,128 6,995 3.5% (2) Fixed May 2020 Capgemini 1 7,134 8,142 3.2% (2) Fixed Jun. 2020 Fujitisu 3 32,129 36,684 3.2% (2) Fixed Jun. 2020 Amcor Packaging 7 4,055 4,628 3.6% (2) Fixed Jul. 2020 Fife Council 1 2,378 2,715 3.6% (2) Fixed Jul. 2020 Malthrust 3 4,150 4,737 3.6% (2) Fixed Jul. 2020 Talk Talk 1 4,961 5,663 3.6% (2) Fixed Jul. 2020 HBOS 3 6,991 7,979 3.6% (2) Fixed Jul. 2020 DFS Trading 5 13,151 15,010 3.4% (2) Fixed Aug. 2020 DFS Trading 2 3,079 3,514 3.4% (2) Fixed Aug. 2020 HP Enterprise Services 1 12,045 13,748 3.4% (2) Fixed Aug. 2020 Total GBP denominated 40 195,769 223,461 United States: Quest Diagnostics 1 52,800 52,800 2.5% (3) Variable Sep. 2018 Western Digital 1 17,759 17,982 5.3% Fixed Jul. 2021 AT&T Services 1 33,550 33,550 2.5% (4) Variable Dec. 2020 Puerto Rico: Encanto Restaurants 18 21,718 22,057 6.3% Fixed Jun. 2017 Total USD denominated 21 125,827 126,389 Gross mortgage notes payable 73 508,527 531,708 3.0% Deferred financing costs, net of accumulated amortization — (5,719 ) (7,446 ) —% Mortgage notes payable, net of deferred financing costs 73 $ 502,808 $ 524,262 3.0% _______________________________ (1) Amounts borrowed in local currency and translated at the spot rate as of the respective measurement date. (2) Fixed as a result of an interest rate swap agreement. (3) The interest rate is 2.0% plus 1-month LIBOR. (4) The interest rate is 2.0% plus 1-month Adjusted LIBOR as defined in the mortgage agreement. The following table presents future scheduled aggregate principal payments on the gross mortgage notes payable over the next five calendar years and thereafter as of September 30, 2016 : (In thousands) Future Principal Payments (1) 2016 (remainder) $ 197 2017 22,904 2018 80,045 2019 184,828 2020 204,253 2021 16,300 Thereafter — Total $ 508,527 _________________________ (1) Based on the exchange rates as of September 30, 2016 . The Company's mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of September 30, 2016 , the Company was in compliance with financial covenants under its mortgage notes payable agreements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 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, 2016 and December 31, 2015 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative 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. 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, 2016 and December 31, 2015 , aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total September 30, 2016 Cross currency swaps, net (GBP & EUR) $ — $ 1,606 $ — $ 1,606 Foreign currency forwards, net (GBP & EUR) $ — $ 3,390 $ — $ 3,390 Interest rate swaps, net (GBP & EUR) $ — $ (16,093 ) $ — $ (16,093 ) OPP (see Note 12 ) $ — $ — $ (12,400 ) $ (12,400 ) December 31, 2015 Cross currency swaps, net (GBP & EUR) $ — $ 3,042 $ — $ 3,042 Foreign currency forwards, net (GBP & EUR) $ — $ 2,203 $ — $ 2,203 Interest rate swaps, net (GBP & EUR) $ — $ (5,461 ) $ — $ (5,461 ) OPP (see Note 12 ) $ — $ — $ (14,300 ) $ (14,300 ) 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. 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, 2016 . Level 3 Valuations The following is a reconciliation of the beginning and ending balances for the changes in the instrument with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2016 : (In thousands) OPP Beginning balance as of December 31, 2015 $ 14,300 Fair value adjustment (1,900 ) Ending balance as of September 30, 2016 $ 12,400 The following table provides quantitative information about the significant Level 3 input used: Financial Instrument Fair Value at September 30, 2016 Principal Valuation Technique Unobservable Inputs Input Value (In thousands) OPP $ 12,400 Monte Carlo Simulation Expected volatility 25.0% 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 related parties, accounts payable and dividends payable approximate 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 (1) (2) 3 $ 508,842 $ 500,768 $ 532,384 $ 534,041 Credit Facility 3 $ 671,023 $ 671,023 $ 717,286 $ 717,286 __________________________________________________________ (1) Carrying value includes $508.5 million gross mortgage notes payable and $0.3 million mortgage premiums, net as of September 30, 2016 . (2) Carrying value includes $531.7 million gross mortgage notes payable and $0.7 million mortgage premiums, net as of December 31, 2015 . The fair value of the gross mortgage notes payable is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. On July 25, 2016 , the Company extended the maturity date of the Credit Facility to July 25, 2017 with an additional one -year extension option remaining, subject to certain conditions. Advances under the Credit Facility are considered to be reported at fair value due to the short-term nature of the maturity. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Risk Management Objective The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. Certain foreign investments expose the Company to fluctuations in 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 related parties 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, 2016 and December 31, 2015 : (In thousands) Balance Sheet Location September 30, 2016 December 31, 2015 Derivatives designated as hedging instruments: Interest rate swaps (GBP) Derivatives assets, at fair value $ — $ 567 Interest rate swaps (GBP) Derivatives liabilities, at fair value (10,486 ) (3,313 ) Interest rate swaps (EUR) Derivatives liabilities, at fair value (4,769 ) (2,715 ) Total $ (15,255 ) $ (5,461 ) Derivatives not designated as hedging instruments: Foreign currency forwards (EUR-USD) Derivative assets, at fair value $ 336 $ 1,113 Foreign currency forwards (GBP-USD) Derivative assets, at fair value 3,055 1,090 Interest rate swaps (EUR) Derivatives liabilities, at fair value (838 ) — Cross currency swaps (GBP) Derivative assets, at fair value 683 509 Cross currency swaps (EUR) Derivative assets, at fair value 922 2,533 Total $ 4,158 $ 5,245 The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2016 and December 31, 2015 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets. Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized 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, 2016 $ 4,996 $ (16,093 ) $ — $ (11,097 ) $ — $ — $ (11,097 ) December 31, 2015 $ 5,812 $ (6,028 ) $ — $ (216 ) $ — $ — $ (216 ) 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 — Credit Borrowings). 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. Interest Rate Swaps The Company’s objectives in using interest rate swaps 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, 2016 and December 31, 2015 , the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk: September 30, 2016 December 31, 2015 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate swaps (GBP) 18 $ 403,626 27 $ 697,925 Interest rate swaps (EUR) 10 397,866 16 561,282 Total 28 $ 801,492 43 $ 1,259,207 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 (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction impacts earnings. During 2016 , 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, 2016 , the Company recorded gains of $0.3 million and losses $0.2 million of ineffectiveness in earnings, respectively. During the three and nine months ended September 30, 2015 , the Company recorded losses of $23,000 and $0.1 million of ineffectiveness in earnings, respectively. 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 $6.0 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, 2016 and 2015 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2016 2015 2016 2015 Amount of (loss) gain recognized in accumulated other comprehensive income (loss) from derivatives (effective portion) $ (487 ) $ (5,045 ) $ (15,148 ) $ 8,119 Amount of loss reclassified from accumulated other comprehensive income (loss) into income as interest expense (effective portion) $ (1,329 ) $ (1,170 ) $ (3,920 ) $ (567 ) Amount of gain (loss) recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) $ 318 $ (23 ) $ (174 ) $ (89 ) Cross Currency Swaps Previously 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 as of September 30, 2015 . The gain will remain in the cumulative translation adjustment until such time as the net investments are sold or substantially liquidated in accordance with ASC 830. Following the restructuring noted above, these cross currency swaps no longer qualified for net investment hedge accounting treatment and as such, subsequent to February 5, 2015, all changes in fair value are recognized in earnings. 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 undesignated 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, or if the Company should no longer possess a controlling interest. As of September 30, 2016 , total foreign currency advances under the Credit Facility were approximately $520.6 million , which reflects advances of £160.2 million ( $207.8 million based upon an exchange rate of £1.00 to $1.30 , as of September 30, 2016 ) and advances of €278.9 million ( $312.7 million based upon an exchange rate of €1.00 to $1.12 , as of September 30, 2016 ). Prior to May 16, 2015 , foreign currency advances, which were comprised of $92.1 million of Pound Sterling ("GBP") draws (based upon an exchange rate of $1.58 to £1.00 , as of May 16, 2015 ) and $126.0 million of Euro ("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 of September 30, 2016 , total outstanding draws under the Credit Facility denominated in foreign currency was $520.6 million , and total net investments in real estate denominated in foreign currency was $430.3 million , this resulted in an undesignated excess position of $90.3 million (comprised of £44.2 million and €29.4 million draws) at the previously mentioned exchange rates. The Company recorded gains of 1.2 million and 5.8 million for the three and nine months ended September 30, 2016 , respectively, due to currency changes on the undesignated excess of the foreign currency advances over the related net investments. 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 currency changes on the undesignated excess of the foreign currency advances over the related net investments. For the portion of foreign draws now designated as net investment hedges there were no additional remeasurement gains (losses) for the three and nine months ended September 30, 2016 . Non-designated Derivatives The Company is exposed to fluctuations in the exchange rates of its functional currency, the USD, against the GBP and the 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 $0.4 million and $3.9 million on the non-designated hedges for the three and nine months ended September 30, 2016 , respectively. 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. As of September 30, 2016 and December 31, 2015 , the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. September 30, 2016 December 31, 2015 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Foreign currency forwards (GBP - USD) 23 $ 18,851 40 $ 6,628 Foreign currency forwards (EUR - USD) 15 28,219 15 6,139 Cross currency swaps (GBP - USD) 4 48,136 9 82,843 Cross currency swaps (EUR - USD) 5 102,632 5 99,847 Interest rate swaps (EUR) 2 35,607 — — Total 49 $ 233,445 69 $ 195,457 Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of September 30, 2016 , the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $17.8 million . As of September 30, 2016 , the Company had 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. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Common Stock | Common Stock The Company listed its Common Stock on the NYSE under the symbol "GNL" on June 2, 2015 . As of September 30, 2016 and December 31, 2015 , the Company had 170,242,113 and 168,936,633 , respectively, shares of Common Stock outstanding, including shares issued under 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. On September 2, 2016, 1,264,148 OP Units were converted to Common Stock, of which 916,231 were issued to individual investors, 347,903 were issued to the Service Provider, and 14 were issued to the Special Limited Partner. The Company had 545,530 of OP Units outstanding as of September 30, 2016 . In addition, pursuant to the Merger Agreement, if the Merger is consummated, each outstanding share of Global II Common Stock, including restricted shares, other than shares owned by the Company, any subsidiary of the Company or any wholly owned subsidiary of Global II, will be converted into the right to receive 2.27 shares of Common Stock of the Company in connection with the Mergers. Additionally, each outstanding unit of limited partnership interest, including the Class B Units, of the Global II OP will be converted into the right to receive 2.27 shares of the Company's Common Stock. Based on the closing price of the Company's Common Stock on October 31, 2016 of $7.41 and the number of shares of outstanding Global II Common Stock on September 30, 2016 , the aggregate value of the Merger Consideration to be received by Global II stockholders would be approximately $212.6 million . In connection with Merger, the Company incurred Merger related costs of $2.5 million and $2.7 million which are reflected in the acquisition and transaction costs during the three and nine months ended September 30, 2016 , respectively. Monthly Dividends and Change to Payment Dates 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. The Company's board of directors may alter the amounts of dividends paid or suspend dividend payments at any time and therefore dividend payments are not assured. For purposes of the presentation of information herein, the Company may refer to distributions by the OP on OP Units, Class B Units and LTIP Units (as defined in Note 12 — Share-Based Compensation) as dividends. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
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 2016 (remainder) $ 336 2017 1,343 2018 1,343 2019 1,343 2020 1,343 2021 1,343 Thereafter 42,390 Total $ 49,441 The Company incurred rent expense on ground leases of $0.4 million and $1.0 million during the three and nine months ended September 30, 2016 . There was $26,000 and $0.1 million of ground rent expense during the three and nine months ended September 30, 2015 . 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, 2016 , 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, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of September 30, 2016 and December 31, 2015 , 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, 2016 and December 31, 2015 , the Company had $16,000 and $0.1 million of receivable from related parties entities and $0.7 million and $0.4 million of payable to related parties, respectively. The Company is the sole general partner of the OP and holds the majority of OP Units. At Listing, 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. Subsequent to the Listing all OP Units issued to the Advisor were transferred to individual investors. On September 2, 2016 , 1,264,148 of the OP Units were converted into Common Stock, of which 916,231 were issued to individual investors, 347,903 were issued to the Service Provider, and 14 were issued to the Special Limited Partner. As of September 30, 2016 , the Company had 545,530 OP Units outstanding. On June 2, 2015 , the Advisor and the Service Provider 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. The OP made distributions to partners other than the Company of $0.3 million and $1.0 million during the three and nine months ended September 30, 2016 , respectively. The Company paid $0.3 million of OP Unit distributions during the three and nine months ended September 30, 2015 . In addition, in connection with the OPP, the Company paid $0.2 million and $0.9 million in distributions related to LTIP Units during the three and nine months ended September 30, 2016 , respectively, which are included in non-controlling interest in the consolidated statement of changes in equity. As of September 30, 2016 , the Company had no unpaid distributions relating to LTIP distributions. As of December 31, 2015 , the Company had $0.4 million of unpaid LTIP distributions. No such distributions were paid 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, or the cash value equivalent of those corresponding shares, at the Company's option, 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. AR Global indirectly owns 90% of the membership interests in our Advisor and Mr. Bowman, our chief executive officer and president, directly owns the other 10% of the membership interests in our Advisor. Realty Capital Securities, LLC (the "Former Dealer Manager") served as the dealer manager of the IPO, which was ongoing from October 2012 to June 2014 and, together with its affiliates, continued to provide the Company with various services through December 31, 2015. RCS Capital Corporation ("RCAP"), the parent company of the Former Dealer Manager and certain of its affiliates that provided services to the Company, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was also under common control with AR Global Investments, LLC (the successor business to AR Capital LLC, "AR Global"), parent of the Sponsor. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc. 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 ("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. 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 amount of $0.3 million for the nine months ended September 30, 2015 . 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 “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 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 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 $0.78 , plus (b) 10% of the Core AFFO Per Share in excess of an incentive hurdle of an annualized Core AFFO Per Share of $1.02 . The $0.78 and $1.02 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 are subject to varying caps based on assets under management (“AUM”) (2) , as defined in the Advisory Agreement. _______________________________ (1) For purposes of the 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 assets and liabilities; (l) amortization of deferred financing costs; (m) accretion of discounts and amortization of premiums on debt investments; (n) marked-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 from 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 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. The 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, 2016 2015 2016 2015 Payable as of (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven September 30, 2016 December 31, 2015 One-time fees and reimbursements: Acquisition fees and related cost reimbursements (1) $ — $ — $ 14 $ — $ — $ — $ 722 $ — $ — $ — Financing coordination fees (2) — — 325 — — — 823 — — 466 Ongoing fees: Asset management fees (3) 4,500 — 4,500 — 13,500 — 9,001 — 217 (5) 217 Property management and leasing fees (4) 933 571 986 697 2,868 1,730 2,999 1,921 230 91 Total related party operational fees and reimbursements $ 5,433 $ 571 $ 5,825 $ 697 $ 16,368 $ 1,730 $ 13,545 $ 1,921 $ 447 (6) $ 774 ___________________________________________________________________________ (1) These related party fees are recorded within acquisition and transaction related costs on the consolidated statements of operations. (2) These related party fees 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 Advisory Agreement. No Incentive Compensation was incurred for the three and nine months ended September 30, 2016 . (4) The Advisor waived 100% of fees from U.S. assets and its allocated portion of fees from European assets. (5) Balance included within due to related parties on the consolidated balance sheets as of September 30, 2016 . (6) In addition, as of September 30, 2016 due to related parties includes $0.2 million , of which $0.1 million of costs accrued for transfer agent and personnel services received from the Company's related parties including ANST and $0.1 million to Advisor and RCS, which are recorded within general and administrative expenses on the consolidated statements of operations for the nine months ended September 30, 2016 , are not reflected in the table above. 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, 2016 and 2015 . 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. During the three and nine months ended September 30, 2016 and 2015 , the Advisor absorbed some of the property management fees. During the three and nine months ended September 30, 2016 and 2015 , there were no property operating and general administrative expenses absorbed by the Advisor. The predecessor to the parent of the Sponsor was party to a services agreement with RCS Advisory Services, LLC, a subsidiary of the parent company of the Former Dealer Manager ("RCS Advisory"), pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by the Sponsor with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to the parent of the Sponsor instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided by RCS Advisory. The Company was also party to a transfer agency agreement with American National Stock Transfer, LLC, a subsidiary of the parent company of the Former Dealer Manager ("ANST"), pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by DST Systems, Inc., a third-party transfer agent ("DST"). The Sponsor received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). On April 22, 2016, the Company terminated its agreement with DST and entered into a definitive agreement American Stock Transfer and Trust Company, LLC ("AST") appointing AST as the Company's side transfer agent and registrar. During the three and nine months ended September 30, 2016 , the Company has incurred approximately $2,000 and $0.1 million of recurring transfer agent services fees to ANST which were included in general and administrative expenses in the consolidated statements of operations. Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets In connection with the Listing and the 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. In connection with the Sale of any investment, subject to the terms in section 6(i) of the Advisory Agreement, the Company will pay to the Advisor a fee in connection with net Gain recognized by the Company in connection such sale (the Gain Fee). The Gain Fee shall be calculated at the end of each month and paid, to the extent due, with the next installment of the Base Management Fee. The Gain Fee will be calculated by aggregating all of the Gains and Losses from the preceding month. During the three and nine months ended September 30, 2016 , the Company has sold 3 properties and calculated the Gain Fee due to the Advisor, as defined in the Advisory Agreement, of $0.2 million . In addition, the Sale shall not include any transaction or series of transactions specified in clause 6(i)(A), (B), or (C) in which the proceeds of such transaction or series of transactions are reinvested in one or more investments within 180 days thereafter. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 | |
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, 2016 and December 31, 2015 , 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 . On August 18, 2016, the Company granted an annual retainer to each of its independent directors comprising of 50% (or $0.1 million ) and 50% (or 8,642 ) in RSUs which vest over a three -year period with the vesting period beginning on June 28, 2016. In addition, the Company granted $0.1 million in non executive chair compensation in cash and 50% (or 6,981 ) in RSUs which vest over a three -year period with the vesting period beginning on June 28, 2016. 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, 2016 : Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2015 187,938 $ 8.57 Granted 32,907 7.52 Vested (41,274 ) 8.59 Unvested, September 30, 2016 179,571 $ 8.37 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 $0.1 million and $0.3 million during the three and nine months ended September 30, 2016 , respectively, and is recorded as general and administrative expense in the accompanying statements of operations. Compensation expense related to restricted stock was approximately $0.1 million and $0.1 million during the three and nine months ended September 30, 2015 , respectively, and is recorded as general and administrative expense in the accompanying statements of operations. As of September 30, 2016 , the Company had $1.2 million unrecognized compensation costs related to unvested restricted share awards granted under the Company’s Amended RSP. The cost is expected to be recognized over a weighted average period of 4.0 years . 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 units ("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 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. On June 2, 2016, no LTIP units were earned by the Advisor under the terms of the OPP. 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 (income) expense related to the OPP was $1.2 million and $2.1 million for the three and nine months ended September 30, 2016 . Compensation expense related to the OPP was $1.8 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 paid $0.2 million and $0.9 million , respectively in distributions related to LTIP Units during the three and nine months ended September 30, 2016 , which is included in non-controlling interest in the consolidated statement of changes in equity. 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. On February 25, 2016 , the OPP was amended and restated to reflect the merger of two of the companies in the Peer Group. 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, 2016 and 2015 , respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
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) 2016 2015 2016 2015 Net income (loss) attributable to stockholders $ 8,943 $ 5,432 $ 31,194 $ (14,377 ) Adjustments to net income (loss) attributable to stockholders for common share equivalents (190 ) (249 ) (577 ) (249 ) Adjusted net income (loss) attributable to stockholders $ 8,753 $ 5,183 $ 30,617 $ (14,626 ) Basic and diluted net income (loss) per share attributable to stockholders $ 0.05 $ 0.03 $ 0.18 $ (0.08 ) Basic and diluted weighted average shares outstanding 169,390,187 168,948,345 169,092,853 176,124,355 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. The Company's nonvested RSUs and LTIPs contain rights to receive non-forfeitable distributions and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above excludes the non-forfeitable distributions to the nonvested RSUs and LTIPs from the numerator. Diluted net income 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 and LTIP Units to be common share equivalents. For the three and nine months ended September 30, 2016 and 2015 , 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, 2016 2015 2016 2015 Unvested restricted stock 179,571 187,938 179,571 187,938 OP Units (1) 545,530 1,809,678 545,530 1,809,678 Class B Units — — — — OPP (LTIP Units) 9,041,801 9,041,801 9,041,801 9,041,801 Total anti-dilutive common share equivalents 9,766,902 11,039,417 9,766,902 11,039,417 ____________________________________ (1) As of September 30, 2015, OP Units included 1,726,323 converted Class B Units, 83,333 OP Units issued to the Advisor, and 22 OP Units issued to the Special Limited Partner. Subsequent to the Listing all OP Units issued to the Advisor were transferred to individual investors. On September 2, 2016, 1,264,148 of OP Units were converted into Common Stock, of which 916,231 , 347,903 , and 14 belong to individual investors, Service Provider, and, Special Limited Partner, respectively. The Company had 545,530 OP Units outstanding as of September 30, 2016 . Conditionally issuable shares relating to the OPP award (See Note 12 — 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, 2016 | |
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 as previously disclosed or disclosed below. Subsequent to the nine months ended September 30, 2016 , the Company has sold 27 properties, as summarized in the table below: Portfolio State Disposition Date Number of Properties Square Feet Contract Sales Price (In thousands) Dollar General - Choctaw Oklahoma October 13, 2016 1 9,100 $ 1,497 Family Dollar - 8-Pack Florida October 13, 2016 8 63,510 13,239 Dollar General - Allentown Pennsylvania October 24, 2016 1 9,026 1,699 Dollar General - Union Township Pennsylvania October 27, 2016 1 9,014 1,635 Dollar General - 15-Pack Pennsylvania October 28, 2016 15 145,938 21,661 Fresenius I South Carolina November 2, 2016 1 10,155 4,756 Total 27 246,743 $ 44,487 The sale of these properties did not represent a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, the results of operations of the Company remain classified within continuing operations for all periods presented until the respective dates of their sale. In addition to the 24 properties considered as assets held for sale as of September 30, 2016 , the Company has sold three properties (Dollar General - Allentown, Dollar General - Union Township and Fresenius I). The Company currently has three properties under purchase and sales contract and three properties that are currently being marketed and/or have an active bid and are not included in the assets held for sale classification as of September 30, 2016 . On October 31, 2016, the Company purchased Euro and British Pound Sterling denominated foreign currency put options hedging notional amounts of €6.3 million and £3.4 million , respectively. These options give the Company the right, but not the obligation to convert British Pounds and Euros into US dollars at agreed upon strike rates and as such can never become liabilities to the Company. The premiums paid for the options totaled $0.5 million . We have filed with the SEC a Registration Statement on Form S-4 relating to the Merger Agreement entered into with Global II, which the SEC declared effective as of November 8, 2016. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting | 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 statement 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, 2016 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, 2015 , which are included in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2016 . There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2016 , other than the updates described below and the subsequent notes. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary. The Company has determined that the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP. |
Income Taxes | Income Taxes The Company qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), beginning with the taxable year ended December 31, 2013. Commencing with such taxable year, the Company was organized to operate in such a manner as to qualify for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner to continue to qualify for taxation as a REIT, but no assurance can be given that it will operate in a manner so as to remain qualified as a REIT. As a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes annually all of its REIT taxable earnings. REIT's are subject to a number of other organizational and operational requirements. The Company conducts business in various states and municipalities within the United States (including Puerto Rico), United Kingdom and continental Europe and, as a result, the Company or one of its subsidiaries file income tax returns in the United States federal jurisdiction and various states and certain foreign jurisdictions. As a result, the Company may be subject to certain federal, state, local and foreign taxes on its income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease Company's earnings and available cash. In addition, the Company's international assets and operations, including those designated as direct or indirect qualified REIT subsidiaries or other disregarded entities of a REIT, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. During the period from July 13, 2011 (date of inception) to December 31, 2012, the Company elected to be taxed as a corporation, pursuant to which income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using expected tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. The Company recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Because, the Company elected and qualified to be taxed as a REIT commencing with the taxable year ended December 31, 2013, it does not anticipate that any applicable deferred tax assets or liabilities will be realized. Significant judgment is required in determining the Company's tax provision and in evaluating its tax positions. The Company establishes tax reserves based on a benefit recognition model, which the Company believes could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement. The Company derecognizes the tax position when the likelihood of the tax position being sustained is no longer more likely than not. The Company recognizes deferred income taxes in certain of its subsidiaries taxable in the United States or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. The Company provides a valuation allowance against its deferred income tax assets when it believes that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit). The Company derives most of its REIT income from its real estate operations in the United States. As such, the Company's real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state, local, and foreign taxes, as applicable. Our deferred tax assets and liabilities are primarily the result of temporary differences related to the following: • Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, the Company assumes the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets; • Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs and depreciation expense; and • Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions, that may be realized in future periods if the respective subsidiary generates sufficient taxable income. The Company recognizes current income tax expense for state and local income taxes and taxes incurred in its foreign jurisdictions. The Company's current income tax expense fluctuates from period to period based primarily on the timing of its taxable income. For the three and nine months ended September 30, 2016 , the Company recognized an income tax expense of $0.4 million and $1.4 million , respectively. For the three and nine months ended September 30, 2015 , the Company recognize an income tax expense of $0.7 million and $3.6 million , respectively. Deferred income tax (expense) benefit is generally a function of the period’s temporary differences and the utilization of net operating losses generated in prior years that had been previously recognized as deferred income tax assets from state and local taxes in the United States or in foreign jurisdictions. |
Assets held for sale | Assets held for sale When assets are identified by management as held for sale, the Company stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company's estimate of the net sales price of the assets. |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2015 consolidated financial statements to conform to the current period presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted: In February 2015, the Financial Accounting Standards Board ("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 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. We have evaluated the impact of the adoption of ASU 2015-02 on the Company's consolidated financial position and have determined under ASU 2015-02 the Company's operating ownership is considered a VIE. However, the Company meets the disclosure exemption criteria as the Company is the primary beneficiary of the VIE and the OP's interest is considered a majority voting interest. As such, this standard will not have a material impact on the Company's consolidated financial statements. 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. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted this guidance effective January 1, 2016. As a result, the Company reclassified $7.4 million of deferred debt issuance costs related to the Company's mortgage notes payable from deferred costs, net to mortgage notes payable in the Company's consolidated balance sheets as of December 31, 2015 . As permitted under the revised guidance, the Company elected to not reclassify the deferred debt issuance costs associated with its Credit Facility (as defined in Note 4 — Credit Borrowings). The deferred debt issuance costs associated with the Credit Facility, net of accumulated amortization, and deferred leasing costs, net of accumulated amortization, are included in deferred costs, net on the Company's accompanying consolidated balance sheets as of September 30, 2016 and December 31, 2015 . In August 2015, FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which amends ASC 835-30, Interest - Imputation of Interest . This update clarifies the presentation and subsequent measurement of debt issuance costs associated with lines of credit. These costs may be deferred and presented as an asset and subsequently amortized ratably over the term of the revolving debt arrangement. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company has adopted the provisions of this guidance effective January 1, 2016, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's 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 has adopted the provisions of this guidance effective January 1, 2016, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows. Pending Adoption: In May 2014, the 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 August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties about an Entities Ability to Continue as a Going Concern, which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. The assessment is required for each annual and interim reporting period. Management’s assessment should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. Substantial doubt is deemed to exist when it is probable that the company will be unable to meet its obligations within one year from the financial statement issuance date. If conditions or events give rise to substantial doubt about the entity's ability to continue as a going concern, the guidance requires management to disclose information that enables users of the financial statements to understand the conditions or events that raised the substantial doubt, management's evaluation of the significance of the conditions or events that led to the doubt, the entity’s ability to continue as a going concern and management’s plans that are intended to mitigate or that have mitigated the conditions or events that raised substantial doubt about the entity's ability to continue as a going concern. The guidance is effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter, early application is permitted. The Company believes that adoption of this guidance will not have a material impact on the Company's consolidated financial position, results of operations or cash flows. In January 2016, the FASB issued ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). The revised guidance amends the recognition and measurement of financial instruments. The new guidance significantly revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for most of the amendments in the update. The Company is currently evaluating the impact of this new guidance. In February 2016, the FASB issued ASU 2016-02 Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact the Company’s consolidated financial statements as the Company has certain operating and land lease arrangements for which it is the lessee. ASC 842 supersedes the previous leases standard, ASC 840 Leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is in the process of evaluating the impact of this new guidance. In March 2016, the FASB issued ASU 2016-05 Derivatives and Hedging (Topic 815) , Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships . Under the new guidance, the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The hedge accounting relationship could continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The guidance is effective for fiscal years beginning after December 15, 2016, and interim periods therein. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance. In March 2016, the FASB issued ASU 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The guidance requires an entity to determine whether the nature of its promise to provide goods or services to a customer is performed in a principal or agent capacity and to recognize revenue in a gross or net manner based on its principal/agent designation. This guidance is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. In March 2016, the FASB issued an update on ASU 2016-09 Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The guidance changes the accounting for certain aspects of share-based compensation. Among other things, the revised guidance allows companies to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The revised guidance is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. In April 2016, the FASB issued ASU 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . The amendments in this update do not change the core principle of the guidance in Topic 606 but rather, clarify aspects of identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendment is effective on the same date as ASU 2014-09, which is not yet effective. 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 May 2016, the FASB issued ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients . The amendments provide clarifying guidance in a few narrow areas and add some practical expedients to the guidance. The amendments are expected to reduce the degree of judgment necessary to comply with Topic 606 , which the FASB expects will reduce the potential for diversity arising in practice and reduce the cost and complexity of applying the guidance. The amendment is effective on the same date as ASU 2014-09, which is not yet effective. 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 August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230) guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The revised guidance is effective for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. In October 2016, the FASB issued ASU 2016-17 Interest Held through Related Parties that Are under Common Control (Topic 810) guidance where a reporting entity will need to evaluate if it should consolidate a VIE. The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The revised guidance is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance. |
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, 2016 and December 31, 2015 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative 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. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The effects of these revisions are summarized below: (In thousands) As originally Reported Adjustment As Revised Year ended December 31, 2014 Cumulative translation adjustment $ (11,990 ) $ 12,466 $ 476 Designated derivatives, fair value adjustments 6,082 (12,466 ) (6,384 ) Total OCI $ (5,908 ) $ — $ (5,908 ) (In thousands) As originally Reported Adjustment As Revised Three months ended September 30, 2015 Cumulative translation adjustment $ 836 $ (2,364 ) $ (1,528 ) Designated derivatives, fair value adjustments (6,149 ) 2,364 (3,785 ) Total OCI $ (5,313 ) $ — $ (5,313 ) (In thousands) As originally Reported Adjustment As Revised Nine months ended September 30, 2015 Cumulative translation adjustment $ (4,651 ) $ 7,292 $ 2,641 Designated derivatives, fair value adjustments 5,753 (7,292 ) (1,539 ) Total OCI $ 1,102 $ — $ 1,102 (In thousands) As originally Reported Adjustment As Revised Year ended December 31, 2015 Cumulative translation adjustment $ (5,169 ) $ 6,426 $ 1,257 Designated derivatives, fair value adjustments 6,982 (6,426 ) 556 Total OCI $ 1,813 $ — $ 1,813 (In thousands) As originally Reported Adjustment As Revised Three months ended March 31, 2016 Cumulative translation adjustment $ 2,996 $ (2,930 ) $ 66 Designated derivatives, fair value adjustments (11,316 ) 2,930 (8,386 ) Total OCI $ (8,320 ) $ — $ (8,320 ) |
Real Estate Investments and P24
Real Estate Investments and Properties Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | The following table reflects the number and related base purchase prices of properties remaining as of December 31, 2015 and during the nine months ended September 30, 2016 : Number of Properties Base Purchase Price (1) (In thousands) As of December 31, 2015 329 $ 2,633,562 Dispositions for the nine months ended September 30, 2016 (3) (12,843 ) Portfolio as of September 30, 2016 326 $ 2,620,719 ________________________________________________ (1) Contract purchase price, excluding acquisition related costs, based on the exchange rate at the date of purchase, where applicable. |
Schedule of Properties Sold and Held for Sale | The following table summarizes the properties sold during the three and nine months ended September 30, 2016 and properties that are classified as assets held for sale as of September 30, 2016 . The Company did not sell any real estate assets during the three and nine months ended September 30, 2015 . Portfolio State Disposition Date Number of Properties Square Feet Contract Sales Price Gains on Sale (1) (In thousands) (In thousands) Properties Sold Fresenius II Georgia September 2, 2016 1 6,192 $ 3,333 $ 483 Garden Ridge North Carolina September 29, 2016 1 119,258 9,190 803 Dollar General Ohio September 29, 2016 1 9,026 1,423 34 Total 3 134,476 $ 13,946 $ 1,320 Assets Held for Sale Dollar General - Choctaw Oklahoma October 13, 2016 1 9,100 1,497 (2) Dollar General - 15-Pack (3) October 28, 2016 15 145,938 21,661 (2) Family Dollar - 8-Pack Florida October 13, 2016 8 63,510 13,239 (2) Total 24 218,548 $ 36,397 $ — ________________________________________________ (1) Reflected within gains on dispositions of real estate investments in the consolidated statements of operations for the nine months ended September 30, 2016 (2) Property sold subsequent to September 30, 2016 and therefore gain (loss) on sale is not disclosed above. (3) Consists of properties sold in Pennsylvania, Ohio and Oklahoma. The following table details the major classes of assets associated with the above 24 assets classified as held for sale as of September 30, 2016 . (In thousands) September 30, 2016 Real estate held for sale, at cost: Land $ 6,521 Buildings, fixtures and improvements 19,071 Acquired intangible lease assets 8,833 Total real estate held for sale, at cost 34,425 Less accumulated depreciation and amortization (2,441 ) Real estate assets held for sale, net $ 31,984 Subsequent to the nine months ended September 30, 2016 , the Company has sold 27 properties, as summarized in the table below: Portfolio State Disposition Date Number of Properties Square Feet Contract Sales Price (In thousands) Dollar General - Choctaw Oklahoma October 13, 2016 1 9,100 $ 1,497 Family Dollar - 8-Pack Florida October 13, 2016 8 63,510 13,239 Dollar General - Allentown Pennsylvania October 24, 2016 1 9,026 1,699 Dollar General - Union Township Pennsylvania October 27, 2016 1 9,014 1,635 Dollar General - 15-Pack Pennsylvania October 28, 2016 15 145,938 21,661 Fresenius I South Carolina November 2, 2016 1 10,155 4,756 Total 27 246,743 $ 44,487 |
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 based on contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase. There were no acquisitions during the nine months ended September 30, 2016 . (Dollar amounts in thousands) September 30, 2015 Real estate investments, at cost: Land $ 23,831 Buildings, fixtures and improvements 190,314 Total tangible assets 214,145 Intangibles acquired: In-place leases 45,736 Above market lease assets 1,002 Below market lease liabilities (7,181 ) Below market ground lease assets 3,409 Above market ground lease liabilities (2,104 ) Total assets acquired, net 255,007 Mortgage notes payable used to acquire real estate investments (31,933 ) Cash paid for acquired real estate investments $ 223,074 Number of properties purchased 22 |
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, 2015 . (In thousands, except per share data) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Pro forma revenues $ 53,727 $ 161,841 Pro forma net income $ 11,635 $ 3,474 Pro forma basic and diluted net income per share $ 0.07 $ 0.02 |
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, 2016 . 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 (1) 2016 (remainder) $ 47,177 2017 190,475 2018 193,487 2019 195,904 2020 198,041 2021 196,057 Thereafter 947,472 $ 1,968,613 ___________________________________________ (1) Based on the exchange rates as of September 30, 2016 . 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 2016 (remainder) $ 336 2017 1,343 2018 1,343 2019 1,343 2020 1,343 2021 1,343 Thereafter 42,390 Total $ 49,441 |
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 10.0% of consolidated annualized rental income on a straight-line basis as of September 30, 2016 and 2015 . September 30, Country or State 2016 2015 United Kingdom 17.3% 19.6% United States: Texas 11.2% 11.4% |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Mortgage notes payable as of September 30, 2016 and December 31, 2015 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, 2016 December 31, 2015 Maturity (In thousands) (In thousands) Finland: Finnair 4 $ 31,840 $ 30,976 2.2% (2) Fixed Sep. 2020 Tokmanni 1 32,485 31,603 2.4% (2) Fixed Oct. 2020 Germany: Rheinmetall 1 11,884 11,561 2.6% (2) Fixed Jan. 2019 OBI DIY 1 5,045 4,908 2.4% Fixed Jan. 2019 RWE AG 3 70,070 68,169 1.6% (2) Fixed Oct. 2019 Rexam 1 5,897 5,737 1.8% (2) Fixed Oct. 2019 Metro Tonic 1 29,710 28,904 1.7% (2) Fixed Dec. 2019 Total EUR denominated 12 186,931 181,858 United Kingdom: McDonald's 1 986 1,125 4.1% (2) Fixed Oct. 2017 Wickes Building Supplies I 1 2,525 2,882 3.7% (2) Fixed May 2018 Everything Everywhere 1 5,188 5,922 4.0% (2) Fixed Jun. 2018 Thames Water 1 7,782 8,882 4.1% (2) Fixed Jul. 2018 Wickes Building Supplies II 1 2,140 2,443 4.2% (2) Fixed Jul. 2018 Northern Rock 2 6,809 7,772 4.5% (2) Fixed Sep. 2018 Wickes Building Supplies III 1 2,464 2,813 4.4% (2) Fixed Nov. 2018 Provident Financial 1 16,537 18,875 4.1% (2) Fixed Feb. 2019 Crown Crest 1 24,968 28,498 4.3% (2) Fixed Feb. 2019 Aviva 1 20,363 23,242 3.8% (2) Fixed Mar. 2019 Bradford & Bingley 1 9,806 11,192 3.5% (2) Fixed May 2020 Intier Automotive Interiors 1 6,128 6,995 3.5% (2) Fixed May 2020 Capgemini 1 7,134 8,142 3.2% (2) Fixed Jun. 2020 Fujitisu 3 32,129 36,684 3.2% (2) Fixed Jun. 2020 Amcor Packaging 7 4,055 4,628 3.6% (2) Fixed Jul. 2020 Fife Council 1 2,378 2,715 3.6% (2) Fixed Jul. 2020 Malthrust 3 4,150 4,737 3.6% (2) Fixed Jul. 2020 Talk Talk 1 4,961 5,663 3.6% (2) Fixed Jul. 2020 HBOS 3 6,991 7,979 3.6% (2) Fixed Jul. 2020 DFS Trading 5 13,151 15,010 3.4% (2) Fixed Aug. 2020 DFS Trading 2 3,079 3,514 3.4% (2) Fixed Aug. 2020 HP Enterprise Services 1 12,045 13,748 3.4% (2) Fixed Aug. 2020 Total GBP denominated 40 195,769 223,461 United States: Quest Diagnostics 1 52,800 52,800 2.5% (3) Variable Sep. 2018 Western Digital 1 17,759 17,982 5.3% Fixed Jul. 2021 AT&T Services 1 33,550 33,550 2.5% (4) Variable Dec. 2020 Puerto Rico: Encanto Restaurants 18 21,718 22,057 6.3% Fixed Jun. 2017 Total USD denominated 21 125,827 126,389 Gross mortgage notes payable 73 508,527 531,708 3.0% Deferred financing costs, net of accumulated amortization — (5,719 ) (7,446 ) —% Mortgage notes payable, net of deferred financing costs 73 $ 502,808 $ 524,262 3.0% _______________________________ (1) Amounts borrowed in local currency and translated at the spot rate as of the respective measurement date. (2) Fixed as a result of an interest rate swap agreement. (3) The interest rate is 2.0% plus 1-month LIBOR. (4) The interest rate is 2.0% plus 1-month Adjusted LIBOR as defined in the mortgage agreement. |
Schedule of Maturities of Long-term Debt | The following table presents future scheduled aggregate principal payments on the gross mortgage notes payable over the next five calendar years and thereafter as of September 30, 2016 : (In thousands) Future Principal Payments (1) 2016 (remainder) $ 197 2017 22,904 2018 80,045 2019 184,828 2020 204,253 2021 16,300 Thereafter — Total $ 508,527 _________________________ (1) Based on the exchange rates as of September 30, 2016 . |
Fair Value of Financial Instr26
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 and December 31, 2015 , aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total September 30, 2016 Cross currency swaps, net (GBP & EUR) $ — $ 1,606 $ — $ 1,606 Foreign currency forwards, net (GBP & EUR) $ — $ 3,390 $ — $ 3,390 Interest rate swaps, net (GBP & EUR) $ — $ (16,093 ) $ — $ (16,093 ) OPP (see Note 12 ) $ — $ — $ (12,400 ) $ (12,400 ) December 31, 2015 Cross currency swaps, net (GBP & EUR) $ — $ 3,042 $ — $ 3,042 Foreign currency forwards, net (GBP & EUR) $ — $ 2,203 $ — $ 2,203 Interest rate swaps, net (GBP & EUR) $ — $ (5,461 ) $ — $ (5,461 ) OPP (see Note 12 ) $ — $ — $ (14,300 ) $ (14,300 ) |
Fair Value, Instruments Classified in Shareholders' Equity Measured on Recurring Basis, Unobservable Input Reconciliation | The following is a reconciliation of the beginning and ending balances for the changes in the instrument with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2016 : (In thousands) OPP Beginning balance as of December 31, 2015 $ 14,300 Fair value adjustment (1,900 ) Ending balance as of September 30, 2016 $ 12,400 |
Fair Value Inputs, Instruments Classified in Shareholders' Equity, Quantitative Information | The following table provides quantitative information about the significant Level 3 input used: Financial Instrument Fair Value at September 30, 2016 Principal Valuation Technique Unobservable Inputs Input Value (In thousands) OPP $ 12,400 Monte Carlo Simulation Expected volatility 25.0% |
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 (1) (2) 3 $ 508,842 $ 500,768 $ 532,384 $ 534,041 Credit Facility 3 $ 671,023 $ 671,023 $ 717,286 $ 717,286 __________________________________________________________ (1) Carrying value includes $508.5 million gross mortgage notes payable and $0.3 million mortgage premiums, net as of September 30, 2016 . (2) Carrying value includes $531.7 million gross mortgage notes payable and $0.7 million mortgage premiums, net as of December 31, 2015 . |
Derivatives and Hedging Activ27
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 and December 31, 2015 : (In thousands) Balance Sheet Location September 30, 2016 December 31, 2015 Derivatives designated as hedging instruments: Interest rate swaps (GBP) Derivatives assets, at fair value $ — $ 567 Interest rate swaps (GBP) Derivatives liabilities, at fair value (10,486 ) (3,313 ) Interest rate swaps (EUR) Derivatives liabilities, at fair value (4,769 ) (2,715 ) Total $ (15,255 ) $ (5,461 ) Derivatives not designated as hedging instruments: Foreign currency forwards (EUR-USD) Derivative assets, at fair value $ 336 $ 1,113 Foreign currency forwards (GBP-USD) Derivative assets, at fair value 3,055 1,090 Interest rate swaps (EUR) Derivatives liabilities, at fair value (838 ) — Cross currency swaps (GBP) Derivative assets, at fair value 683 509 Cross currency swaps (EUR) Derivative assets, at fair value 922 2,533 Total $ 4,158 $ 5,245 |
Offsetting Assets | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2016 and December 31, 2015 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets. Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized 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, 2016 $ 4,996 $ (16,093 ) $ — $ (11,097 ) $ — $ — $ (11,097 ) December 31, 2015 $ 5,812 $ (6,028 ) $ — $ (216 ) $ — $ — $ (216 ) |
Schedule of Interest Rate Derivatives | As of September 30, 2016 and December 31, 2015 , the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk: September 30, 2016 December 31, 2015 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate swaps (GBP) 18 $ 403,626 27 $ 697,925 Interest rate swaps (EUR) 10 397,866 16 561,282 Total 28 $ 801,492 43 $ 1,259,207 |
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, 2016 and 2015 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2016 2015 2016 2015 Amount of (loss) gain recognized in accumulated other comprehensive income (loss) from derivatives (effective portion) $ (487 ) $ (5,045 ) $ (15,148 ) $ 8,119 Amount of loss reclassified from accumulated other comprehensive income (loss) into income as interest expense (effective portion) $ (1,329 ) $ (1,170 ) $ (3,920 ) $ (567 ) Amount of gain (loss) recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) $ 318 $ (23 ) $ (174 ) $ (89 ) |
Disclosure of Credit Derivatives | As of September 30, 2016 and December 31, 2015 , the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. September 30, 2016 December 31, 2015 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Foreign currency forwards (GBP - USD) 23 $ 18,851 40 $ 6,628 Foreign currency forwards (EUR - USD) 15 28,219 15 6,139 Cross currency swaps (GBP - USD) 4 48,136 9 82,843 Cross currency swaps (EUR - USD) 5 102,632 5 99,847 Interest rate swaps (EUR) 2 35,607 — — Total 49 $ 233,445 69 $ 195,457 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The 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, 2016 . 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 (1) 2016 (remainder) $ 47,177 2017 190,475 2018 193,487 2019 195,904 2020 198,041 2021 196,057 Thereafter 947,472 $ 1,968,613 ___________________________________________ (1) Based on the exchange rates as of September 30, 2016 . 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 2016 (remainder) $ 336 2017 1,343 2018 1,343 2019 1,343 2020 1,343 2021 1,343 Thereafter 42,390 Total $ 49,441 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | The following table 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, 2016 2015 2016 2015 Payable as of (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven September 30, 2016 December 31, 2015 One-time fees and reimbursements: Acquisition fees and related cost reimbursements (1) $ — $ — $ 14 $ — $ — $ — $ 722 $ — $ — $ — Financing coordination fees (2) — — 325 — — — 823 — — 466 Ongoing fees: Asset management fees (3) 4,500 — 4,500 — 13,500 — 9,001 — 217 (5) 217 Property management and leasing fees (4) 933 571 986 697 2,868 1,730 2,999 1,921 230 91 Total related party operational fees and reimbursements $ 5,433 $ 571 $ 5,825 $ 697 $ 16,368 $ 1,730 $ 13,545 $ 1,921 $ 447 (6) $ 774 ___________________________________________________________________________ (1) These related party fees are recorded within acquisition and transaction related costs on the consolidated statements of operations. (2) These related party fees 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 Advisory Agreement. No Incentive Compensation was incurred for the three and nine months ended September 30, 2016 . (4) The Advisor waived 100% of fees from U.S. assets and its allocated portion of fees from European assets. (5) Balance included within due to related parties on the consolidated balance sheets as of September 30, 2016 . (6) In addition, as of September 30, 2016 due to related parties includes $0.2 million , of which $0.1 million of costs accrued for transfer agent and personnel services received from the Company's related parties including ANST and $0.1 million to Advisor and RCS, which are recorded within general and administrative expenses on the consolidated statements of operations for the nine months ended September 30, 2016 , are not reflected in the table above. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2016 : Number of Restricted Shares Weighted-Average Issue Price Unvested, December 31, 2015 187,938 $ 8.57 Granted 32,907 7.52 Vested (41,274 ) 8.59 Unvested, September 30, 2016 179,571 $ 8.37 |
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 Gramercy Property Trust Inc., Lexington Realty Trust, Select Income REIT, and W.P. Carey Inc. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of the basic and diluted net 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) 2016 2015 2016 2015 Net income (loss) attributable to stockholders $ 8,943 $ 5,432 $ 31,194 $ (14,377 ) Adjustments to net income (loss) attributable to stockholders for common share equivalents (190 ) (249 ) (577 ) (249 ) Adjusted net income (loss) attributable to stockholders $ 8,753 $ 5,183 $ 30,617 $ (14,626 ) Basic and diluted net income (loss) per share attributable to stockholders $ 0.05 $ 0.03 $ 0.18 $ (0.08 ) Basic and diluted weighted average shares outstanding 169,390,187 168,948,345 169,092,853 176,124,355 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three and nine months ended September 30, 2016 and 2015 , 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, 2016 2015 2016 2015 Unvested restricted stock 179,571 187,938 179,571 187,938 OP Units (1) 545,530 1,809,678 545,530 1,809,678 Class B Units — — — — OPP (LTIP Units) 9,041,801 9,041,801 9,041,801 9,041,801 Total anti-dilutive common share equivalents 9,766,902 11,039,417 9,766,902 11,039,417 ____________________________________ (1) As of September 30, 2015, OP Units included 1,726,323 converted Class B Units, 83,333 OP Units issued to the Advisor, and 22 OP Units issued to the Special Limited Partner. Subsequent to the Listing all OP Units issued to the Advisor were transferred to individual investors. On September 2, 2016, 1,264,148 of OP Units were converted into Common Stock, of which 916,231 , 347,903 , and 14 belong to individual investors, Service Provider, and, Special Limited Partner, respectively. The Company had 545,530 OP Units outstanding as of September 30, 2016 . |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Schedule of Properties Sold and Held for Sale | The following table summarizes the properties sold during the three and nine months ended September 30, 2016 and properties that are classified as assets held for sale as of September 30, 2016 . The Company did not sell any real estate assets during the three and nine months ended September 30, 2015 . Portfolio State Disposition Date Number of Properties Square Feet Contract Sales Price Gains on Sale (1) (In thousands) (In thousands) Properties Sold Fresenius II Georgia September 2, 2016 1 6,192 $ 3,333 $ 483 Garden Ridge North Carolina September 29, 2016 1 119,258 9,190 803 Dollar General Ohio September 29, 2016 1 9,026 1,423 34 Total 3 134,476 $ 13,946 $ 1,320 Assets Held for Sale Dollar General - Choctaw Oklahoma October 13, 2016 1 9,100 1,497 (2) Dollar General - 15-Pack (3) October 28, 2016 15 145,938 21,661 (2) Family Dollar - 8-Pack Florida October 13, 2016 8 63,510 13,239 (2) Total 24 218,548 $ 36,397 $ — ________________________________________________ (1) Reflected within gains on dispositions of real estate investments in the consolidated statements of operations for the nine months ended September 30, 2016 (2) Property sold subsequent to September 30, 2016 and therefore gain (loss) on sale is not disclosed above. (3) Consists of properties sold in Pennsylvania, Ohio and Oklahoma. The following table details the major classes of assets associated with the above 24 assets classified as held for sale as of September 30, 2016 . (In thousands) September 30, 2016 Real estate held for sale, at cost: Land $ 6,521 Buildings, fixtures and improvements 19,071 Acquired intangible lease assets 8,833 Total real estate held for sale, at cost 34,425 Less accumulated depreciation and amortization (2,441 ) Real estate assets held for sale, net $ 31,984 Subsequent to the nine months ended September 30, 2016 , the Company has sold 27 properties, as summarized in the table below: Portfolio State Disposition Date Number of Properties Square Feet Contract Sales Price (In thousands) Dollar General - Choctaw Oklahoma October 13, 2016 1 9,100 $ 1,497 Family Dollar - 8-Pack Florida October 13, 2016 8 63,510 13,239 Dollar General - Allentown Pennsylvania October 24, 2016 1 9,026 1,699 Dollar General - Union Township Pennsylvania October 27, 2016 1 9,014 1,635 Dollar General - 15-Pack Pennsylvania October 28, 2016 15 145,938 21,661 Fresenius I South Carolina November 2, 2016 1 10,155 4,756 Total 27 246,743 $ 44,487 |
Organization - Narrative (Detai
Organization - Narrative (Details) | Sep. 30, 2016USD ($)ft²property$ / sharesshares | Sep. 02, 2016shares | Aug. 08, 2016USD ($)$ / shares | Sep. 30, 2015shares | Jul. 06, 2015USD ($)$ / sharesshares | Jun. 02, 2015$ / sharesshares | Jun. 30, 2014$ / sharesshares | Sep. 30, 2016ft²property$ / sharesshares | Sep. 30, 2015shares | Sep. 30, 2016ft²property$ / sharesshares | Sep. 30, 2015shares | Nov. 08, 2016ft² | Oct. 31, 2016$ / shares | Dec. 31, 2015$ / sharesshares | Apr. 08, 2015$ / shares |
Operations [Line Items] | |||||||||||||||
Number of properties (property) | property | 326 | 326 | 326 | ||||||||||||
Rentable square feet (sqft) | ft² | 18,600,000 | 18,600,000 | 18,600,000 | ||||||||||||
Occupancy rate | 100.00% | 100.00% | 100.00% | ||||||||||||
Weighted average remaining lease term (years) | 10 years 6 months | ||||||||||||||
Common stock, issued (shares) | 170,242,113 | 170,242,113 | 170,242,113 | 168,936,633 | |||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Common stock issued through distribution reinvestment plan (in shares) | 1,100,000 | ||||||||||||||
Antidilutive securities (in shares) | 9,766,902 | 11,039,417 | 9,766,902 | 11,039,417 | |||||||||||
Subsequent Event | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Rentable square feet (sqft) | ft² | 246,743 | ||||||||||||||
Merger Agreement | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Merger Consideration owed to Global II | $ | $ 212,600,000 | ||||||||||||||
Merger Agreement | Global Trust II | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | ||||||||||||||
Potential transaction expenses | $ | $ 5,000,000 | ||||||||||||||
Potential termination fee | $ | $ 6,000,000 | ||||||||||||||
OP Units | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Antidilutive securities (in shares) | 1,809,678 | 545,530 | 1,809,678 | 545,530 | 1,809,678 | ||||||||||
Conversion of stock (shares) | 1,264,148 | ||||||||||||||
Class B Units | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Antidilutive securities (in shares) | 1,726,323 | 0 | 0 | 0 | 0 | ||||||||||
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 | ||||||||||||||
Conversion of stock (shares) | 347,903 | ||||||||||||||
Special Limited Partner | OP Units | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Antidilutive securities (in shares) | 22 | 22 | |||||||||||||
Conversion of stock (shares) | 14 | ||||||||||||||
Individual Investor | OP Units | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Conversion of stock (shares) | 916,231 | ||||||||||||||
Common Stock | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||||||||
Number of shares offered to be repurchased (shares) | 11,900,000 | ||||||||||||||
Shares offered to be repurchased (usd per share) | $ / shares | $ 10.5 | $ 10.5 | |||||||||||||
Number of shares repurchased during the period (shares) | 11,900,000 | ||||||||||||||
Value of shares repurchased during the period | $ | $ 125,000,000 | ||||||||||||||
Common Stock | Merger Agreement | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Conversion ratio | 2.27 | ||||||||||||||
Common Stock | Merger Agreement | Subsequent Event | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Share price (in dollars per share) | $ / shares | $ 7.41 | ||||||||||||||
Common Stock | Class B Units | Merger Agreement | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Conversion ratio | 2.27 | ||||||||||||||
IPO | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Common stock, issued (shares) | 172,300,000 | ||||||||||||||
United States | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Percentage of portfolio investments | 60.20% | 60.20% | 60.20% | ||||||||||||
Europe | |||||||||||||||
Operations [Line Items] | |||||||||||||||
Percentage of portfolio investments | 39.80% | 39.80% | 39.80% |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | Jun. 02, 2015 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jan. 31, 2016 | Dec. 31, 2014 |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Income tax expense (benefit) | $ 448,000 | $ 703,000 | $ 1,428,000 | $ 3,646,000 | |||||||
Cash and cash equivalents | 50,273,000 | $ 69,938,000 | 32,080,000 | 50,273,000 | 32,080,000 | $ 64,684,000 | |||||
Cash out-flow from financing activities | 120,942,000 | (116,899,000) | |||||||||
Rental income | 50,756,000 | 47,836,000 | 154,003,000 | 142,502,000 | |||||||
Accrued rent | 14,040,000 | 15,491,000 | 14,040,000 | ||||||||
Listing Amount, percent | 15.00% | ||||||||||
Cumulative, non-compounded, pre-tax annual return, percent | 6.00% | ||||||||||
Listing amount distribution measurement period (days) | 30 days | ||||||||||
Derivative liability | 16,093,000 | 6,028,000 | 16,093,000 | ||||||||
Deferred financing costs | $ 5,719,000 | 7,446,000 | $ 5,719,000 | ||||||||
Accounting Standards Update 2015-03 | Deferred financing costs, net | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Deferred financing costs | (7,400,000) | ||||||||||
Accounting Standards Update 2015-03 | Mortgage notes payable | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Deferred financing costs | 7,400,000 | ||||||||||
OPP | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Requisite service period (years) | 5 years | 5 years | |||||||||
Listing Note | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Derivative liability | $ 0 | ||||||||||
Adjustment | Not Designated as Hedging Instrument | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Gains recognized in other comprehensive income (loss) | $ 1,100,000 | $ 500,000 | $ 1,100,000 | ||||||||
Reclassification from Cash and Cash Equivalents to Restricted Cash | Adjustment | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Cash and cash equivalents | 1,700,000 | ||||||||||
Cash out-flow from financing activities | $ 1,700,000 | ||||||||||
Straight-Line Rent Effect, Termination Payments Under Lease Cancellation Clauses | Adjustment | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Rental income | $ 300,000 | ||||||||||
Accrued rent | 300,000 | ||||||||||
Change in Tax Valuation | Adjustment | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Income tax expense (benefit) | $ 500,000 | 900,000 | |||||||||
Deferred Tax Asset | Change in Tax Valuation | Adjustment | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Income tax expense (benefit) | 300,000 | ||||||||||
Foreign Tax Authority | Change in Tax Valuation | Adjustment | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Income tax expense (benefit) | $ 1,200,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Schedule of Error Corrections (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Cumulative translation adjustment | $ (188) | $ 66 | $ (1,528) | $ (274) | $ 2,641 | $ 1,257 | $ 476 |
Designated derivatives, fair value adjustments | 762 | (8,386) | (3,785) | (11,452) | (1,539) | 556 | (6,384) |
Other comprehensive income (loss) | $ 574 | (8,320) | (5,313) | $ (11,726) | 1,102 | 1,813 | (5,908) |
As originally Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Cumulative translation adjustment | 2,996 | 836 | (4,651) | (5,169) | (11,990) | ||
Designated derivatives, fair value adjustments | (11,316) | (6,149) | 5,753 | 6,982 | 6,082 | ||
Other comprehensive income (loss) | (8,320) | (5,313) | 1,102 | 1,813 | (5,908) | ||
Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Cumulative translation adjustment | (2,930) | (2,364) | 7,292 | 6,426 | 12,466 | ||
Designated derivatives, fair value adjustments | 2,930 | 2,364 | (7,292) | (6,426) | (12,466) | ||
Other comprehensive income (loss) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Real Estate Investments and P36
Real Estate Investments and Properties Held for Sale - Schedule of Real Estate Properties (Details) $ in Thousands | Sep. 30, 2016USD ($)property | Sep. 30, 2016USD ($)property |
Other Real Estate [Roll Forward] | ||
Beginning Balance, Number of properties (property) | ||
Number of dispositions (property) | (3) | |
Ending Balance, Number of properties (property) | 326 | 326 |
Beginning balance | $ | $ 2,546,304 | |
Ending balance | $ | $ 2,458,281 | $ 2,458,281 |
Properties acquired and sold | ||
Other Real Estate [Roll Forward] | ||
Beginning Balance, Number of properties (property) | 329 | |
Number of dispositions (property) | (3) | |
Ending Balance, Number of properties (property) | 326 | 326 |
Beginning balance | $ | $ 2,633,562 | |
Base Purchase Price | $ | (12,843) | |
Ending balance | $ | $ 2,620,719 | $ 2,620,719 |
Real Estate Investments and P37
Real Estate Investments and Properties Held for Sale - Sale of Properties (Details) $ in Thousands | Sep. 30, 2016ft²property | Dec. 31, 2016property | Sep. 30, 2016USD ($)ft² | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)ft²agreementproperty | Sep. 30, 2015USD ($) |
Real Estate [Line Items] | ||||||
Number of real estate purchase and sale agreements (agreement) | agreement | 10 | |||||
Number of real estate properties held for sale (property) | property | 24 | |||||
Number of properties sold (property) | property | 3 | |||||
Square Feet | ft² | 18,600,000 | 18,600,000 | 18,600,000 | |||
Contract Sales Price | $ 13,414 | $ 0 | ||||
Gains on Sale | $ 1,320 | $ 0 | $ 1,320 | $ 0 | ||
Properties Sold | ||||||
Real Estate [Line Items] | ||||||
Number of properties sold (property) | property | 3 | |||||
Square Feet | ft² | 134,476 | 134,476 | 134,476 | |||
Contract Sales Price | $ 13,946 | |||||
Gains on Sale | $ 1,320 | |||||
Properties Sold | Fresenius II | ||||||
Real Estate [Line Items] | ||||||
Number of properties sold (property) | property | 1 | |||||
Square Feet | ft² | 6,192 | 6,192 | 6,192 | |||
Contract Sales Price | $ 3,333 | |||||
Gains on Sale | $ 483 | |||||
Properties Sold | Garden Ridge | ||||||
Real Estate [Line Items] | ||||||
Number of properties sold (property) | property | 1 | |||||
Square Feet | ft² | 119,258 | 119,258 | 119,258 | |||
Contract Sales Price | $ 9,190 | |||||
Gains on Sale | $ 803 | |||||
Properties Sold | Dollar General | ||||||
Real Estate [Line Items] | ||||||
Number of properties sold (property) | property | 1 | |||||
Square Feet | ft² | 9,026 | 9,026 | 9,026 | |||
Contract Sales Price | $ 1,423 | |||||
Gains on Sale | $ 34 | |||||
Assets Held for Sale | ||||||
Real Estate [Line Items] | ||||||
Number of real estate properties held for sale (property) | property | 24 | |||||
Square Feet | ft² | 218,548 | 218,548 | 218,548 | |||
Contract Sales Price | $ 36,397 | |||||
Gains on Sale | $ 0 | |||||
Assets Held for Sale | Dollar General - Choctaw | ||||||
Real Estate [Line Items] | ||||||
Number of real estate properties held for sale (property) | property | 1 | |||||
Square Feet | ft² | 9,100 | 9,100 | 9,100 | |||
Contract Sales Price | $ 1,497 | |||||
Assets Held for Sale | Dollar General - 15-Pack | ||||||
Real Estate [Line Items] | ||||||
Number of real estate properties held for sale (property) | property | 15 | |||||
Square Feet | ft² | 145,938 | 145,938 | 145,938 | |||
Contract Sales Price | $ 21,661 | |||||
Assets Held for Sale | Family Dollar - 8-Pack | ||||||
Real Estate [Line Items] | ||||||
Number of real estate properties held for sale (property) | property | 8 | |||||
Square Feet | ft² | 63,510 | 63,510 | 63,510 | |||
Contract Sales Price | $ 13,239 | |||||
Scenario, Forecast | ||||||
Real Estate [Line Items] | ||||||
Number of real estate properties held for sale (property) | property | 30 |
Real Estate Investments and P38
Real Estate Investments and Properties Held for Sale - Schedule of Real Estate Held for Sale (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($)property | Dec. 31, 2015USD ($) | |
Real Estate [Line Items] | ||
Number of real estate properties held for sale (property) | property | 24 | |
Land | $ 327,548 | $ 341,911 |
Buildings, fixtures and improvements | 1,633,826 | 1,685,919 |
Acquired intangible lease assets | 496,907 | 518,294 |
Total real estate investments, at cost | 2,458,281 | 2,546,304 |
Less accumulated depreciation and amortization | (199,130) | (133,329) |
Total real estate investments, net | $ 2,259,151 | $ 2,412,975 |
Assets Held for Sale | ||
Real Estate [Line Items] | ||
Number of real estate properties held for sale (property) | property | 24 | |
Land | $ 6,521 | |
Buildings, fixtures and improvements | 19,071 | |
Acquired intangible lease assets | 8,833 | |
Total real estate investments, at cost | 34,425 | |
Less accumulated depreciation and amortization | (2,441) | |
Total real estate investments, net | $ 31,984 |
Real Estate Investments and P39
Real Estate Investments and Properties Held for Sale - Schedule of Business Acquisitions, by Acquisition (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)property | |
Real estate investments, at cost: | |
Land | $ 23,831 |
Buildings, fixtures and improvements | 190,314 |
Total tangible assets | 214,145 |
Intangibles acquired: | |
Total assets acquired, net | 255,007 |
Mortgage notes payable used to acquire real estate investments | (31,933) |
Cash paid for acquired real estate investments | $ 223,074 |
Number of properties purchased | property | 22 |
In-place leases | |
Intangibles acquired: | |
Acquired intangibles | $ 45,736 |
Above market lease assets | |
Intangibles acquired: | |
Acquired intangibles | 1,002 |
Below market lease liabilities | |
Intangibles acquired: | |
Acquired intangibles | (7,181) |
Below market ground lease assets | |
Intangibles acquired: | |
Acquired intangibles | 3,409 |
Above market ground lease liabilities | |
Intangibles acquired: | |
Acquired intangibles | $ (2,104) |
Real Estate Investments and P40
Real Estate Investments and Properties Held for Sale - Business Acquisition, Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Real Estate [Abstract] | ||
Pro forma revenues | $ 53,727 | $ 161,841 |
Pro forma net income | $ 11,635 | $ 3,474 |
Pro forma basic and diluted net loss per share (usd per share) | $ 0.07 | $ 0.02 |
Real Estate Investments and P41
Real Estate Investments and Properties Held for Sale - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Real Estate [Abstract] | |
2016 (remainder) | $ 47,177 |
2,017 | 190,475 |
2,018 | 193,487 |
2,019 | 195,904 |
2,020 | 198,041 |
2,021 | 196,057 |
Thereafter | 947,472 |
Future minimum base rental cash payments | $ 1,968,613 |
Real Estate Investments and P42
Real Estate Investments and Properties Held for Sale - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity-wide revenue percentage | 17.30% | 19.60% |
Texas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity-wide revenue percentage | 11.20% | 11.40% |
Credit Borrowings - Narrative (
Credit Borrowings - Narrative (Details) € in Millions, £ in Millions | Aug. 08, 2016USD ($) | Jul. 25, 2016USD ($) | Jul. 25, 2013USD ($) | Oct. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2016USD ($) | Sep. 30, 2016GBP (£) | Dec. 31, 2015EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2015GBP (£) | Feb. 04, 2015EUR (€) | Feb. 04, 2015GBP (£) |
Line of Credit Facility [Line Items] | ||||||||||||||
Credit facility | $ 671,023,000 | $ 717,286,000 | ||||||||||||
Partial repayments on credit facility | $ 42,136,000 | $ 370,617,000 | ||||||||||||
Carrying value of unencumbered assets | 1,500,000,000 | |||||||||||||
Bridge Loan Facility | Bridge Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Bridge commitment | $ 150,000,000 | |||||||||||||
Debt term | 364 days | |||||||||||||
Commitment fee | 1.50% | |||||||||||||
First 90 Days | Bridge Loan Facility | Bridge Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Increase in margin rate | 0.75% | |||||||||||||
Duration fee | 1.00% | |||||||||||||
Every 90 Days Thereafter | Bridge Loan Facility | Bridge Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Increase in margin rate | 0.75% | |||||||||||||
180 Days After Signing | Bridge Loan Facility | Bridge Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Commitment fee | 0.375% | |||||||||||||
First 30 Days | Bridge Loan Facility | Bridge Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Repayment fee on repayments | 0.50% | |||||||||||||
30 Days Thereafter | Bridge Loan Facility | Bridge Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Repayment fee on repayments | 1.00% | |||||||||||||
LIBOR | Bridge Loan Facility | Bridge Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest rate spread | 3.25% | |||||||||||||
Maximum | Bridge Loan Facility | Bridge Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Increase in margin rate | 2.25% | |||||||||||||
Maximum | LIBOR | Bridge Loan Facility | Bridge Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Effective Interest Rate | 4.00% | |||||||||||||
Revolving Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Credit facility | € 110.5 | £ 68.5 | ||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||||||||
Credit facility | € 278.9 | 671,000,000 | £ 160.2 | € 288.4 | 717,300,000 | £ 160.2 | ||||||||
Extension term | 1 year | |||||||||||||
Extension fee | $ 1,500,000 | |||||||||||||
Commitment fee percentage | 50.00% | |||||||||||||
Fair value of credit facility | $ 671,000,000 | |||||||||||||
Weighted average annual interest rate | 2.40% | 2.40% | 2.40% | |||||||||||
Remaining borrowing capacity | $ 69,000,000 | $ 22,700,000 | ||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Subsequent Event | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Partial repayments on credit facility | $ 25,000,000 | |||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Line of Credit Facility, Base Rate, Option Three | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest rate spread | 1.00% | |||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Above Threshold | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Unused capacity commitment fee | 0.25% | |||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Below Threshold | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Unused capacity commitment fee | 0.15% | |||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Federal Funds | Line of Credit Facility, Base Rate, Option Two | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest rate spread | 0.50% | |||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Maximum | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Increase in additional borrowing capacity | $ 740,000,000 | |||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Maximum | Base Rate | Line of Credit Facility, Interest Rate, Option Two | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest rate spread | 1.20% | |||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Maximum | LIBOR | Line of Credit Facility, Interest Rate, Option One | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest rate spread | 2.20% | |||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Minimum | Base Rate | Line of Credit Facility, Interest Rate, Option Two | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest rate spread | 0.60% | |||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Minimum | LIBOR | Line of Credit Facility, Interest Rate, Option One | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest rate spread | 1.60% |
Mortgage Notes Payable - Schedu
Mortgage Notes Payable - Schedule of Long-term Debt Instruments (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($)property | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ (5,719) | $ (7,446) |
Mortgage notes payable | $ 502,808 | 524,262 |
Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 73 | |
Outstanding Loan Amount | $ 508,527 | 531,708 |
Effective Interest Rate | 3.00% | |
Deferred financing costs | $ (5,719) | (7,446) |
Mortgage notes payable | $ 502,808 | 524,262 |
Mortgage notes payable | Quest Diagnostics | LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate spread | 2.00% | |
Mortgage notes payable | EUR | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 12 | |
Outstanding Loan Amount | $ 186,931 | 181,858 |
Mortgage notes payable | EUR | Finnair | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 4 | |
Outstanding Loan Amount | $ 31,840 | 30,976 |
Effective Interest Rate | 2.20% | |
Mortgage notes payable | EUR | Tokmanni | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 32,485 | 31,603 |
Effective Interest Rate | 2.40% | |
Mortgage notes payable | EUR | Rheinmetall | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 11,884 | 11,561 |
Effective Interest Rate | 2.60% | |
Mortgage notes payable | EUR | OBI DIY | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 5,045 | 4,908 |
Effective Interest Rate | 2.40% | |
Mortgage notes payable | EUR | RWE AG | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3 | |
Outstanding Loan Amount | $ 70,070 | 68,169 |
Effective Interest Rate | 1.60% | |
Mortgage notes payable | EUR | Rexam | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 5,897 | 5,737 |
Effective Interest Rate | 1.80% | |
Mortgage notes payable | EUR | Metro Tonic | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 29,710 | 28,904 |
Effective Interest Rate | 1.70% | |
Mortgage notes payable | GBP | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 40 | |
Outstanding Loan Amount | $ 195,769 | 223,461 |
Mortgage notes payable | GBP | McDonald's | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 986 | 1,125 |
Effective Interest Rate | 4.10% | |
Mortgage notes payable | GBP | Wickes Building Supplies I | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 2,525 | 2,882 |
Effective Interest Rate | 3.70% | |
Mortgage notes payable | GBP | Everything Everywhere | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 5,188 | 5,922 |
Effective Interest Rate | 4.00% | |
Mortgage notes payable | GBP | Thames Water | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 7,782 | 8,882 |
Effective Interest Rate | 4.10% | |
Mortgage notes payable | GBP | Wickes Building Supplies II | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 2,140 | 2,443 |
Effective Interest Rate | 4.20% | |
Mortgage notes payable | GBP | Northern Rock | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 2 | |
Outstanding Loan Amount | $ 6,809 | 7,772 |
Effective Interest Rate | 4.50% | |
Mortgage notes payable | GBP | Wickes Building Supplies III | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 2,464 | 2,813 |
Effective Interest Rate | 4.40% | |
Mortgage notes payable | GBP | Provident Financial | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 16,537 | 18,875 |
Effective Interest Rate | 4.10% | |
Mortgage notes payable | GBP | Crown Crest | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 24,968 | 28,498 |
Effective Interest Rate | 4.30% | |
Mortgage notes payable | GBP | Aviva | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 20,363 | 23,242 |
Effective Interest Rate | 3.80% | |
Mortgage notes payable | GBP | Bradford & Bingley | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 9,806 | 11,192 |
Effective Interest Rate | 3.50% | |
Mortgage notes payable | GBP | Intier Automotive Interiors | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 6,128 | 6,995 |
Effective Interest Rate | 3.50% | |
Mortgage notes payable | GBP | Capgemini | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 7,134 | 8,142 |
Effective Interest Rate | 3.20% | |
Mortgage notes payable | GBP | Fujitisu | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3 | |
Outstanding Loan Amount | $ 32,129 | 36,684 |
Effective Interest Rate | 3.20% | |
Mortgage notes payable | GBP | Amcor Packaging | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 7 | |
Outstanding Loan Amount | $ 4,055 | 4,628 |
Effective Interest Rate | 3.60% | |
Mortgage notes payable | GBP | Fife Council | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 2,378 | 2,715 |
Effective Interest Rate | 3.60% | |
Mortgage notes payable | GBP | Malthrust | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3 | |
Outstanding Loan Amount | $ 4,150 | 4,737 |
Effective Interest Rate | 3.60% | |
Mortgage notes payable | GBP | Talk Talk | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 4,961 | 5,663 |
Effective Interest Rate | 3.60% | |
Mortgage notes payable | GBP | HBOS | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 3 | |
Outstanding Loan Amount | $ 6,991 | 7,979 |
Effective Interest Rate | 3.60% | |
Mortgage notes payable | GBP | DFS Trading | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 5 | |
Outstanding Loan Amount | $ 13,151 | 15,010 |
Effective Interest Rate | 3.40% | |
Mortgage notes payable | GBP | DFS Trading | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 2 | |
Outstanding Loan Amount | $ 3,079 | 3,514 |
Effective Interest Rate | 3.40% | |
Mortgage notes payable | GBP | HP Enterprise Services | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 12,045 | 13,748 |
Effective Interest Rate | 3.40% | |
Mortgage notes payable | USD | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 21 | |
Outstanding Loan Amount | $ 125,827 | 126,389 |
Mortgage notes payable | USD | Quest Diagnostics | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 52,800 | 52,800 |
Effective Interest Rate | 2.50% | |
Mortgage notes payable | USD | Western Digital | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 17,759 | 17,982 |
Effective Interest Rate | 5.30% | |
Mortgage notes payable | USD | AT&T Services | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 1 | |
Outstanding Loan Amount | $ 33,550 | 33,550 |
Effective Interest Rate | 2.50% | |
Mortgage notes payable | USD | AT&T Services | Adjusted LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate spread | 2.00% | |
Mortgage notes payable | USD | Encanto Restaurants | ||
Debt Instrument [Line Items] | ||
Encumbered Properties | property | 18 | |
Outstanding Loan Amount | $ 21,718 | $ 22,057 |
Effective Interest Rate | 6.30% |
Mortgage Notes Payable - Sche45
Mortgage Notes Payable - Schedule of Maturities of Long-term Debt (Details) - Mortgage notes payable - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
2016 (remainder) | $ 197 | |
2,017 | 22,904 | |
2,018 | 80,045 | |
2,019 | 184,828 | |
2,020 | 204,253 | |
2,021 | 16,300 | |
Thereafter | 0 | |
Mortgage notes payable | $ 508,527 | $ 531,708 |
Fair Value of Financial Instr46
Fair Value of Financial Instruments - Fair Value, Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | $ (12,400) | $ (14,300) |
Cross currency swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 1,606 | 3,042 |
Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 3,390 | 2,203 |
Interest rate swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability fair value | (16,093) | (5,461) |
Quoted Prices in Active Markets Level 1 | OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | 0 | 0 |
Quoted Prices in Active Markets Level 1 | Cross currency swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 0 | 0 |
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] | ||
Asset fair value | 0 | 0 |
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] | ||
Liability fair value | 0 | 0 |
Significant Other Observable Inputs Level 2 | OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | 0 | 0 |
Significant Other Observable Inputs Level 2 | Cross currency swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 1,606 | 3,042 |
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] | ||
Asset fair value | 3,390 | 2,203 |
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] | ||
Liability fair value | (16,093) | (5,461) |
Significant Unobservable Inputs Level 3 | OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | (12,400) | (14,300) |
Significant Unobservable Inputs Level 3 | Cross currency swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 0 | 0 |
Significant Unobservable Inputs Level 3 | Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 0 | 0 |
Significant Unobservable Inputs Level 3 | Interest rate swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability fair value | $ 0 | $ 0 |
Fair Value of Financial Instr47
Fair Value of Financial Instruments - Level 3 Reconciliation (Details) - OPP - Significant Unobservable Inputs Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 14,300 |
Fair value adjustment | (1,900) |
Ending balance | $ 12,400 |
Fair Value of Financial Instr48
Fair Value of Financial Instruments - Quantitative Level 3 Inputs (Details) - Significant Unobservable Inputs Level 3 - Fair Value, Measurements, Recurring - OPP - Monte Carlo Simulation $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Fair value | $ 12,400 |
Input value (percent) | 25.00% |
Fair Value of Financial Instr49
Fair Value of Financial Instruments - Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Jul. 25, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Mortgage notes payable | $ 502,808 | $ 524,262 | |
Mortgage premium, net | 315 | 676 | |
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Extension term | 1 year | ||
Mortgage notes payable | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Mortgage notes payable | 502,808 | 524,262 | |
Significant Unobservable Inputs Level 3 | Mortgage notes payable | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | 508,842 | 532,384 | |
Mortgage notes payable | 508,500 | 531,700 | |
Mortgage premium, net | 300 | 700 | |
Significant Unobservable Inputs Level 3 | Mortgage notes payable | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | 500,768 | 534,041 | |
Significant Unobservable Inputs Level 3 | Revolving Credit Facility | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | 671,023 | 717,286 | |
Significant Unobservable Inputs Level 3 | Revolving Credit Facility | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | $ 671,023 | $ 717,286 |
Derivatives and Hedging Activ50
Derivatives 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, 2016 | Dec. 31, 2015 |
Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | $ (15,255) | $ (5,461) |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 4,158 | 5,245 |
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 | 0 | 567 |
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 | (10,486) | (3,313) |
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 | 3,055 | 1,090 |
GBP | Cross 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 | 683 | 509 |
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 | (4,769) | (2,715) |
EUR | Interest rate swaps, net (GBP & EUR) | Not Designated as Hedging Instrument | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives liabilities, at fair value | (838) | 0 |
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 | 336 | 1,113 |
EUR | Cross 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 | $ 922 | $ 2,533 |
Derivatives and Hedging Activ51
Derivatives and Hedging Activities - Offsetting Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 4,996 | $ 5,812 |
Gross Amounts of Recognized (Liabilities) | (16,093) | (6,028) |
Gross Amounts Offset on the Balance Sheet | 0 | 0 |
Net Amounts of Assets (Liabilities) presented on the Balance Sheet | (11,097) | (216) |
Financial Instruments | 0 | 0 |
Cash Collateral Received (Posted) | 0 | 0 |
Net Amount | $ (11,097) | $ (216) |
Derivatives and Hedging Activ52
Derivatives and Hedging Activities - Narrative (Details) $ in Thousands, € in Millions, £ in Millions | Feb. 04, 2015EUR (€) | Feb. 04, 2015GBP (£) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016EUR (€)€ / $£ / $ | Sep. 30, 2016USD ($)€ / $£ / $ | Sep. 30, 2016GBP (£)€ / $£ / $ | Dec. 31, 2015EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2015GBP (£) | May 16, 2015USD ($)$ / €$ / £ | Feb. 04, 2015GBP (£) |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Borrowings under credit facility | $ 16,485 | $ 476,208 | |||||||||||||
Gain (loss) on derivatives due to ineffectiveness in earnings | $ 300 | $ (23) | (200) | (100) | |||||||||||
Line of credit, amount drawn | $ 671,023 | $ 717,286 | |||||||||||||
Gain on derivative, from partial settlement | 19,000 | ||||||||||||||
Proceeds from termination of derivatives | 0 | 10,055 | |||||||||||||
Portion of derivative termination proceeds used to repay debt | 8,900 | ||||||||||||||
Foreign currency derivative instruments, liability fair value | 520,600 | ||||||||||||||
Net hedge ineffectiveness gain | 1,200 | 5,800 | |||||||||||||
Foreign currency derivative instruments, asset fair value | 430,300 | ||||||||||||||
Foreign currency derivative instruments, fair value | (90,300) | ||||||||||||||
Gains (losses) on hedging instrument deemed ineffective | 1,459 | 1,505 | 5,613 | 2,445 | |||||||||||
Gains on derivative instruments | 375 | 2,310 | 3,856 | 2,785 | |||||||||||
Fair value of derivatives in net liability position | $ 17,800 | ||||||||||||||
GBP | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Foreign currency exchange rate | 1.30 | 1.30 | 1.30 | 1.58 | |||||||||||
EUR | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Foreign currency exchange rate | 1.12 | 1.12 | 1.12 | 1.14 | |||||||||||
Not Designated as Hedging Instrument | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Remeasurement gains (losses) on non-designated net investment hedges | (2,900) | ||||||||||||||
Gains on derivative instruments | $ 400 | 2,300 | $ 3,900 | 2,800 | |||||||||||
Not Designated as Hedging Instrument | Adjustment | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Gains recognized in other comprehensive income (loss) | $ 1,100 | $ 500 | $ 1,100 | ||||||||||||
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 (months) | 12 months | ||||||||||||||
Estimated amount to be reclassified from OCI | $ 6,000 | ||||||||||||||
Revolving Credit Facility | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Line of credit, amount drawn | € 110.5 | £ 68.5 | |||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Borrowings under credit facility | € 110.5 | £ 68.5 | |||||||||||||
Line of credit, amount drawn | € 278.9 | $ 671,000 | £ 160.2 | € 288.4 | $ 717,300 | £ 160.2 | |||||||||
Foreign currency derivative instruments, liability fair value | € 29.4 | £ 44.2 | |||||||||||||
Revolving Credit Facility | GBP | Individual Investment | JPMorgan Chase Bank, N.A. | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Line of credit, amount drawn | 207,800 | ||||||||||||||
Revolving Credit Facility | EUR | Individual Investment | JPMorgan Chase Bank, N.A. | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Line of credit, amount drawn | $ 312,700 | ||||||||||||||
Revolving Credit Facility | Not Designated as Hedging Instrument | GBP | Individual Investment | JPMorgan Chase Bank, N.A. | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Line of credit, amount drawn | $ 92,100 | ||||||||||||||
Revolving Credit Facility | Not Designated as Hedging Instrument | EUR | Individual Investment | JPMorgan Chase Bank, N.A. | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Line of credit, amount drawn | $ 126,000 |
Derivatives and Hedging Activ53
Derivatives and Hedging Activities - Schedule of Interest Rate Derivatives (Details) - Designated as Hedging Instrument - Cash Flow Hedging - Swap $ in Thousands | Sep. 30, 2016USD ($)derivative | Dec. 31, 2015USD ($)derivative |
Derivative [Line Items] | ||
Number of Instruments (derivative) | derivative | 28 | 43 |
Notional Amount | $ | $ 801,492 | $ 1,259,207 |
GBP | ||
Derivative [Line Items] | ||
Number of Instruments (derivative) | derivative | 18 | 27 |
Notional Amount | $ | $ 403,626 | $ 697,925 |
EUR | ||
Derivative [Line Items] | ||
Number of Instruments (derivative) | derivative | 10 | 16 |
Notional Amount | $ | $ 397,866 | $ 561,282 |
Derivatives and Hedging Activ54
Derivatives and Hedging Activities - Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance (Details) - Cash Flow Hedging - Interest rate swaps, net - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (loss) gain recognized in accumulated other comprehensive income (loss) from derivatives (effective portion) | $ (487) | $ (5,045) | $ (15,148) | $ 8,119 |
Amount of loss recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | 318 | (23) | (174) | (89) |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | $ (1,329) | $ (1,170) | $ (3,920) | $ (567) |
Derivatives and Hedging Activ55
Derivatives and Hedging Activities - Disclosure of Credit Derivatives (Details) - Not Designated as Hedging Instrument - Swap $ in Thousands | Sep. 30, 2016USD ($)derivative | Dec. 31, 2015USD ($)derivative |
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 49 | 69 |
Notional Amount | $ | $ 233,445 | $ 195,457 |
Foreign currency forwards, net (GBP & EUR) | GBP | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 23 | 40 |
Notional Amount | $ | $ 18,851 | $ 6,628 |
Foreign currency forwards, net (GBP & EUR) | EUR | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 15 | 15 |
Notional Amount | $ | $ 28,219 | $ 6,139 |
Cross currency swaps, net (GBP & EUR) | GBP | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 4 | 9 |
Notional Amount | $ | $ 48,136 | $ 82,843 |
Cross currency swaps, net (GBP & EUR) | EUR | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 5 | 5 |
Notional Amount | $ | $ 102,632 | $ 99,847 |
Interest rate swaps, net | EUR | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 2 | 0 |
Notional Amount | $ | $ 35,607 | $ 0 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2016USD ($)shares | Sep. 02, 2016shares | Aug. 08, 2016 | Sep. 30, 2015shares | Jun. 02, 2015shares | Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)shares | Oct. 31, 2016$ / shares | Dec. 31, 2015shares | Jun. 30, 2014$ / shares |
Conversion of Stock [Line Items] | ||||||||||||
Common stock, outstanding (shares) | 170,242,113 | 170,242,113 | 170,242,113 | 168,936,633 | ||||||||
Antidilutive securities (in shares) | 9,766,902 | 11,039,417 | 9,766,902 | 11,039,417 | ||||||||
Acquisition and transaction related | $ | $ 2,479 | $ 4,680 | $ 2,377 | $ 5,977 | ||||||||
Common stock dividend rate (usd per share) | $ / shares | $ 0.059166667 | |||||||||||
Merger Agreement | ||||||||||||
Conversion of Stock [Line Items] | ||||||||||||
Merger Consideration owed to Global II | $ | $ 212,600 | |||||||||||
Acquisition and transaction related | $ | $ 2,500 | $ 2,700 | ||||||||||
Common Stock | ||||||||||||
Conversion of Stock [Line Items] | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||||||
Common Stock | Merger Agreement | ||||||||||||
Conversion of Stock [Line Items] | ||||||||||||
Conversion ratio | 2.27 | |||||||||||
Common Stock | Merger Agreement | Subsequent Event | ||||||||||||
Conversion of Stock [Line Items] | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 7.41 | |||||||||||
OP Units | ||||||||||||
Conversion of Stock [Line Items] | ||||||||||||
Conversion of stock (shares) | 1,264,148 | |||||||||||
Antidilutive securities (in shares) | 1,809,678 | 545,530 | 1,809,678 | 545,530 | 1,809,678 | |||||||
Class B Units | ||||||||||||
Conversion of Stock [Line Items] | ||||||||||||
Antidilutive securities (in shares) | 1,726,323 | 0 | 0 | 0 | 0 | |||||||
Class B Units | Common Stock | Merger Agreement | ||||||||||||
Conversion of Stock [Line Items] | ||||||||||||
Conversion ratio | 2.27 | |||||||||||
Individual Investor | OP Units | ||||||||||||
Conversion of Stock [Line Items] | ||||||||||||
Conversion of stock (shares) | 916,231 | |||||||||||
Service Provider | OP Units | ||||||||||||
Conversion of Stock [Line Items] | ||||||||||||
Conversion of stock (shares) | 347,903 | |||||||||||
Antidilutive securities (in shares) | 347,903 | |||||||||||
Special Limited Partner | OP Units | ||||||||||||
Conversion of Stock [Line Items] | ||||||||||||
Conversion of stock (shares) | 14 | |||||||||||
Antidilutive securities (in shares) | 22 | 22 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Ground Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
2016 (remainder) | $ 336 | $ 336 | ||
2,017 | 1,343 | 1,343 | ||
2,018 | 1,343 | 1,343 | ||
2,019 | 1,343 | 1,343 | ||
2,020 | 1,343 | 1,343 | ||
2,021 | 1,343 | 1,343 | ||
Thereafter | 42,390 | 42,390 | ||
Total | 49,441 | 49,441 | ||
Rent expense | $ 400 | $ 26 | $ 1,000 | $ 100 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Sep. 30, 2016USD ($)propertyshares | Sep. 02, 2016shares | Sep. 30, 2015shares | Jun. 02, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2016USD ($)propertyshares | Sep. 30, 2015USD ($)shares | Dec. 31, 2015USD ($) | Apr. 01, 2015 |
Related Party Transaction [Line Items] | ||||||||||
Due from related parties | $ 16,000 | $ 16,000 | $ 16,000 | $ 136,000 | ||||||
Due to related parties | 680,000 | $ 680,000 | $ 680,000 | 399,000 | ||||||
Antidilutive securities (in shares) | shares | 9,766,902 | 11,039,417 | 9,766,902 | 11,039,417 | ||||||
Proceeds from issuance of operating partnership units | $ 800,000 | $ 0 | $ 750,000 | |||||||
Distributions paid related to LTIP Units | 1,749,000 | 321,000 | ||||||||
Dividends payable | $ 30,000 | $ 30,000 | 30,000 | 407,000 | ||||||
Equity based compensation | 2,407,000 | 2,435,000 | ||||||||
Lock out period (years) | 1 year | |||||||||
Related party expenses | 0 | $ 0 | $ 0 | 18,503,000 | ||||||
Number of properties sold (property) | property | 3 | |||||||||
Period to reinvest proceeds to not be included in the Sale | 180 days | |||||||||
Properties Sold | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of properties sold (property) | property | 3 | |||||||||
Unaffiliated Third Party Property Management Services | Europe | Gross Revenue, Managed Properties | Singe Tenant Net Lease, Not Part of Shopping Center | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Property management fee, percent fee | 1.75% | |||||||||
Unaffiliated Third Party Property Management Services | Europe | Gross Revenue, Managed Properties | All Other Property Types, Other Than Stand Alone, Single Tenant, Net Leased and Not Part of Shopping Center | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Property management fee, percent fee | 3.50% | |||||||||
Unaffiliated Third Party Property Management Services | Europe | Gross Revenue, Managed Properties | Stand Alone, Single Tenant, Net Leased | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Property management fee, percent fee | 0.25% | |||||||||
Unaffiliated Third Party Property Management Services | Europe | Gross Revenue, Managed Properties | All Other Properties, Other than Stand Alone, Single Tenant, Net Leased | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Property management fee, percent fee | 0.50% | |||||||||
Contract Purchase Price | Unaffiliated Third Party Property Management Services | Europe | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Acquisition fees as a percentage of benchmark | 50.00% | |||||||||
Amount Available or Outstanding Under Financing Arrangement | Unaffiliated Third Party Property Management Services | Europe | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Acquisition and financing coordination fees as a percentage of benchmark | 50.00% | |||||||||
OP Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Distributions paid | 300,000 | $ 300,000 | $ 1,000,000 | $ 300,000 | ||||||
Class B Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity based compensation | $ 14,500,000 | |||||||||
OPP | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Distributions paid related to LTIP Units | 200,000 | 900,000 | ||||||||
Dividends payable | $ 0 | $ 0 | $ 0 | 400,000 | ||||||
OP Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Antidilutive securities (in shares) | shares | 1,809,678 | 545,530 | 1,809,678 | 545,530 | 1,809,678 | |||||
Conversion of stock (shares) | shares | 1,264,148 | |||||||||
Class B Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Antidilutive securities (in shares) | shares | 1,726,323 | 0 | 0 | 0 | 0 | |||||
Third party professional fees and offering costs | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | $ 700,000 | $ 700,000 | $ 700,000 | 400,000 | ||||||
Special Limited Partner | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating partnership units (in shares) | shares | 244,444 | 244,444 | 244,444 | |||||||
Special Limited Partner | OP Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Antidilutive securities (in shares) | shares | 22 | 22 | ||||||||
Conversion of stock (shares) | shares | 14 | |||||||||
Advisor | Properties Sold | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | $ 200,000 | $ 200,000 | $ 200,000 | |||||||
Advisor | Amended Advisory Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Minimum monthly base management fee | $ 18,000,000 | |||||||||
Amended Advisory Agreement, variable fee payable (percent) | 1.25% | |||||||||
Amended Advisory Agreement, incentive compensation payable in cash (percent) | 50.00% | |||||||||
Amended Advisory Agreement, incentive compensation payable in shares (percent) | 50.00% | |||||||||
Amended Advisory Agreement, incentive compensation, percent of core AFFO per share in excess of incentive hurdle of $0.78 per share | 15.00% | |||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle one (USD per share) | $ / shares | $ 0.78 | |||||||||
Amended Advisory Agreement, incentive compensation, percent of core AFFO per share in excess of incentive hurdle of $1.02 per share | 10.00% | |||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle two (USD per share) | $ / shares | $ 1.02 | |||||||||
Amended Advisory Agreement, minimum base management fee and incentive compensation payable, cap on AUM up to $5 Billion (percent) | 1.25% | |||||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum amount of assets under management, range three | $ 5,000,000,000 | |||||||||
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 | $ 15,000,000,000 | |||||||||
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% | |||||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum Amount of assets under management, range three calculation denominator | $ 10,000,000,000 | |||||||||
Amended Advisory Agreement, minimum base management fee and incentive compensation payable, cap on AUM between $5 billion and $15 billion (percent) | 0.30% | |||||||||
Amended Advisory Agreement, variable fee payable, maximum sale of investments to trigger possible reduction | $ 200,000,000 | |||||||||
Advisor | Amended Advisory Agreement | Minimum | ||||||||||
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 | $ 5,000,000,000 | |||||||||
Advisor | Amended Advisory Agreement | Maximum | ||||||||||
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 | $ 15,000,000,000 | |||||||||
Advisor | Chief Executive Officer and President | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership percent | 10.00% | |||||||||
Advisor | Class B Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Distributions paid | $ 300,000 | |||||||||
Advisor | OP Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Antidilutive securities (in shares) | shares | 83,333 | 1,461,753 | ||||||||
Advisor | American Realty Capital Global Advisors, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due from related parties | $ 16,000 | $ 16,000 | $ 16,000 | $ 100,000 | ||||||
Advisor | American Realty Capital Global Advisors, LLC | Contract Purchase Price | ||||||||||
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% | |||||||||
Advisor | American Realty Capital Global Advisors, LLC | Contract Purchase Price | Portion of Fees Attributable to Related Party | Europe | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Acquisition fees as a percentage of benchmark | 50.00% | |||||||||
Advisor | American Realty Capital Global Advisors, LLC | Advance on Loan or Other Investment | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Financing advance fees as a percentage of benchmark | 1.00% | |||||||||
Advisor | American Realty Capital Global Advisors, LLC | Amount Available or Outstanding Under Financing Arrangement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Acquisition and financing coordination fees as a percentage of benchmark | 0.75% | |||||||||
Advisor | American Realty Capital Global Advisors, LLC | Amount Available or Outstanding Under Financing Arrangement | Portion of Fees Attributable to Related Party | Europe | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Acquisition and financing coordination fees as a percentage of benchmark | 50.00% | |||||||||
Advisor | American Realty Capital Global Advisors, LLC | Average Invested Assets | Greater Of | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating expenses as a percentage of benchmark | 2.00% | 2.00% | 2.00% | |||||||
Advisor | American Realty Capital Global Advisors, LLC | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Greater Of | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating expenses as a percentage of benchmark | 25.00% | 25.00% | 25.00% | |||||||
Advisor | American Realty Capital Global Advisors, LLC | Annual Targeted Investor Return | Pre-tax Non-compounded Return on Capital Contribution | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cumulative capital investment return to investors as a percentage of benchmark | 6.00% | |||||||||
Advisor | AR Global, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership percent | 90.00% | |||||||||
Service Provider | OP Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Antidilutive securities (in shares) | shares | 347,903 | |||||||||
Conversion of stock (shares) | shares | 347,903 | |||||||||
Individual Investor | OP Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Conversion of stock (shares) | shares | 916,231 | |||||||||
Advisor and Service Provider | OP Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Antidilutive securities (in shares) | shares | 1,726,323 | |||||||||
Advisor and Service Provider | Class B Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Antidilutive securities (in shares) | shares | 1,726,323 | |||||||||
Management | OP Units | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Antidilutive securities (in shares) | shares | 83,333 | |||||||||
Property Manager | American Realty Capital Global Properties, LLC | Gross Revenue, Managed Properties | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Oversight fees as a percentage of benchmark | 1.00% | 1.00% | 1.00% | |||||||
Property Manager | American Realty Capital Global Properties, LLC | Gross Revenue, Managed Properties | Stand Alone, Single Tenant, Net Leased | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Oversight fees as a percentage of benchmark | 2.00% | 2.00% | 2.00% | |||||||
Property Manager | American Realty Capital Global Properties, LLC | Gross Revenue, Managed Properties | All Other Properties, Other than Stand Alone, Single Tenant, Net Leased | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Oversight fees as a percentage of benchmark | 4.00% | 4.00% | 4.00% | |||||||
Affiliated Entity | Transfer Agent Fees | American National Stock Transfer, LLC | General and Administrative Expense | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party expenses | $ 2,000 | $ 100,000 |
Related Party Transactions - Sc
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, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 0 | $ 0 | $ 0 | $ 18,503 | |
Due to related parties | $ 680 | 680 | $ 399 | ||
Transfer Asset and Personnel Services | General and Administrative Expense | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 200 | ||||
Advisor | United States | |||||
Related Party Transaction [Line Items] | |||||
Percent of fees waived | 100.00% | 100.00% | |||
Affiliated Entity | Transfer Asset and Personnel Services | General and Administrative Expense | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 100 | ||||
Advisor and Dealer Manager | Transfer Asset and Personnel Services | General and Administrative Expense | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 100 | ||||
Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 5,433 | 5,825 | 16,368 | 13,545 | |
Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 571 | 697 | 1,730 | 1,921 | |
Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 447 | 447 | 774 | ||
Nonrecurring Fees | Acquisition fees and related cost reimbursements | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 14 | 0 | 722 | |
Nonrecurring Fees | Acquisition fees and related cost reimbursements | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 0 | |
Nonrecurring Fees | Acquisition fees and related cost reimbursements | Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 0 | 0 | 0 | ||
Nonrecurring Fees | Financing coordination fees | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 325 | 0 | 823 | |
Nonrecurring Fees | Financing coordination fees | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 0 | |
Nonrecurring Fees | Financing coordination fees | Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 0 | 0 | 466 | ||
Recurring Fees | Asset management fees | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 4,500 | 4,500 | 13,500 | 9,001 | |
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 related parties | 217 | 217 | 217 | ||
Recurring Fees | Property management and leasing fees | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 933 | 986 | 2,868 | 2,999 | |
Recurring Fees | Property management and leasing fees | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 571 | $ 697 | 1,730 | $ 1,921 | |
Recurring Fees | Property management and leasing fees | Payable | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 230 | $ 230 | $ 91 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | Aug. 18, 2016USD ($)shares | Feb. 25, 2016company | Jul. 13, 2015USD ($)shares | Jun. 02, 2015USD ($)$ / sharesshares | Apr. 08, 2015$ / shares | Apr. 07, 2015shares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)shares | Dec. 31, 2015$ / sharesshares | Jun. 30, 2014$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Distributions paid related to LTIP Units | $ | $ 1,749,000 | $ 321,000 | ||||||||||
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% | |||||||||||
Director | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares issued in lieu of cash (shares) | 0 | 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% | |||||||||||
Restricted Share Plan | Independent Directors | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Annual retainer payable | $ | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||
Annual retainer payable, cash (percent) | 50.00% | 50.00% | ||||||||||
Restricted Share Plan | Non-Executive Chair | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Annual retainer payable | $ | $ 100,000 | $ 100,000 | 105,000 | |||||||||
Restricted Share Plan | Directors, Servicing on Committees | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Annual retainer payable | $ | $ 30,000 | |||||||||||
OPP | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares issued during the period (shares) | 9,041,801 | |||||||||||
Restricted share vesting period (years) | 30 days | |||||||||||
Compensation expense | $ | $ 1,200,000 | $ 1,800,000 | $ 2,100,000 | $ 2,300,000 | ||||||||
Award value, percent of market capitalization (percent) | 5.00% | |||||||||||
Requisite service period (years) | 5 years | 5 years | ||||||||||
Distribution percent entitled to by LTIP holders | 10.00% | 10.00% | ||||||||||
Distributions paid related to LTIP Units | $ | $ 200,000 | $ 900,000 | ||||||||||
Number of companies (company) | company | 2 | |||||||||||
OPP | Annual Period | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted share vesting period (years) | 1 year | |||||||||||
OPP | Interim Period | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted share vesting period (years) | 2 years | |||||||||||
OPP | Performance Period | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted share vesting period (years) | 3 years | |||||||||||
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 | |||||||||
Shares issued during the period (shares) | 0 | 0 | ||||||||||
Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted (in shares) | 32,907 | |||||||||||
Granted, weighted average issue price (usd per share) | $ / shares | $ 7.52 | |||||||||||
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 | |||||||||||
Restricted share vesting period (years) | 5 years | 5 years | ||||||||||
Periodic vesting percentage | 20.00% | |||||||||||
Maximum authorized amount as a percentage of shares authorized | 5.00% | |||||||||||
Compensation expense | $ | $ 100,000 | $ 100,000 | ||||||||||
Restricted Stock | Director Stock Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted share vesting period (years) | 5 years | |||||||||||
Restricted Stock | Restricted Share Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Compensation expense | $ | $ 100,000 | $ 300,000 | ||||||||||
Compensation costs not yet recognized | $ | $ 1,200,000 | $ 1,200,000 | ||||||||||
Weighted average period of recognition (years) | 4 years 18 days | |||||||||||
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) | $ / shares | $ 8.52 | |||||||||||
Restricted Stock Units (RSUs) | Restricted Share Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted share vesting period (years) | 3 years | |||||||||||
Restricted Stock Units (RSUs) | Restricted Share Plan | Independent Directors | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted share vesting period (years) | 3 years | 3 years | ||||||||||
Annual retainer payable, restricted stock units (percent) | 50.00% | 50.00% | ||||||||||
Granted (in shares) | 8,642 | 7,352 | ||||||||||
Restricted Stock Units (RSUs) | Restricted Share Plan | Non-Executive Chair | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted share vesting period (years) | 3 years | 3 years | ||||||||||
Annual retainer payable, restricted stock units (percent) | 50.00% | 50.00% | ||||||||||
Granted (in shares) | 6,981 | 5,882 |
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, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested, beginning balance (in shares) | shares | 187,938 |
Granted (in shares) | shares | 32,907 |
Vested (in shares) | shares | (41,274) |
Unvested, ending balance (in shares) | shares | 179,571 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested, beginning balance, weighted-average issue price (usd per share) | $ / shares | $ 8.57 |
Granted, weighted average issue price (usd per share) | $ / shares | 7.52 |
Vested, weighted average issue price (usd per share) | $ / shares | 8.59 |
Unvested, ending balance, weighted-average issue price (usd per share) | $ / shares | $ 8.37 |
Share-Based Compensation - Sc62
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] | |
Absolute component, base percent | 4.00% |
Relative component, base percent | 4.00% |
Absolute component of total return, percent | 21.00% |
Relative component, 100% of cumulative total return, percent | 18.00% |
Relative component, 50% of cumulative total return, percent | 0.00% |
Relative component, 0% of cumulative total return, percent | 0.00% |
Performance Period | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 0.00% |
Performance Period | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 18.00% |
Annual Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute component, base percent | 4.00% |
Relative component, base percent | 4.00% |
Absolute component of total return, percent | 7.00% |
Relative component, 100% of cumulative total return, percent | 6.00% |
Relative component, 50% of cumulative total return, percent | 0.00% |
Relative component, 0% of cumulative total return, percent | 0.00% |
Annual Period | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 0.00% |
Annual Period | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 6.00% |
Interim Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute component, base percent | 4.00% |
Relative component, base percent | 4.00% |
Absolute component of total return, percent | 14.00% |
Relative component, 100% of cumulative total return, percent | 12.00% |
Relative component, 50% of cumulative total return, percent | 0.00% |
Relative component, 0% of cumulative total return, percent | 0.00% |
Interim Period | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 0.00% |
Interim Period | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 12.00% |
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, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to stockholders | $ 8,943 | $ 5,432 | $ 31,194 | $ (14,377) |
Adjustments to net income (loss) attributable to stockholders for common share equivalents | (190) | (249) | (577) | (249) |
Adjusted net income (loss) attributable to stockholders | $ 8,753 | $ 5,183 | $ 30,617 | $ (14,626) |
Basic and diluted net income per share attributable to stockholders (usd per share) | $ 0.05 | $ 0.03 | $ 0.18 | $ (0.08) |
Basic and diluted weighted average shares outstanding (shares) | 169,390,187 | 168,948,345 | 169,092,853 | 176,124,355 |
Earnings Per Share - Schedule64
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | Sep. 02, 2016 | Sep. 30, 2015 | Jun. 02, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (in shares) | 9,766,902 | 11,039,417 | 9,766,902 | 11,039,417 | |||
Unvested restricted stock | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (in shares) | 179,571 | 187,938 | 179,571 | 187,938 | |||
OP Units | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (in shares) | 1,809,678 | 545,530 | 1,809,678 | 545,530 | 1,809,678 | ||
Conversion of stock (shares) | 1,264,148 | ||||||
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 | Special Limited Partner | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (in shares) | 22 | 22 | |||||
Conversion of stock (shares) | 14 | ||||||
OP Units | Individual Investor | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Conversion of stock (shares) | 916,231 | ||||||
OP Units | Service Provider | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (in shares) | 347,903 | ||||||
Conversion of stock (shares) | 347,903 | ||||||
Class B Units | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (in shares) | 1,726,323 | 0 | 0 | 0 | 0 | ||
OPP (LTIP Units) | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (in shares) | 9,041,801 | 9,041,801 | 9,041,801 | 9,041,801 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Sep. 30, 2016ft²property | Nov. 08, 2016USD ($)ft²property | Sep. 30, 2016USD ($)ft²property | Sep. 30, 2015USD ($) | Oct. 31, 2016EUR (€) | Oct. 31, 2016USD ($) | Oct. 31, 2016GBP (£) |
Subsequent Event [Line Items] | |||||||
Number of properties sold (property) | 3 | ||||||
Square Feet | ft² | 18,600,000 | 18,600,000 | |||||
Contract Sales Price | $ | $ 13,414 | $ 0 | |||||
Number of real estate properties held for sale (property) | 24 | ||||||
Number of properties under purchase and sales contract (property) | 3 | ||||||
Number of properties not yet classified as held for sale (property) | 3 | 3 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of properties sold (property) | 27 | ||||||
Square Feet | ft² | 246,743 | ||||||
Contract Sales Price | $ | $ 44,487 | ||||||
Subsequent Event | Designated as Hedging Instrument | Foreign Exchange Option | |||||||
Subsequent Event [Line Items] | |||||||
Notional amount | € 6,300,000 | £ 3,400,000 | |||||
Premium paid for options | $ | $ 500 | ||||||
Subsequent Event | Dollar General - Choctaw | |||||||
Subsequent Event [Line Items] | |||||||
Number of properties sold (property) | 1 | ||||||
Square Feet | ft² | 9,100 | ||||||
Contract Sales Price | $ | $ 1,497 | ||||||
Subsequent Event | Family Dollar - 8-Pack | |||||||
Subsequent Event [Line Items] | |||||||
Number of properties sold (property) | 8 | ||||||
Square Feet | ft² | 63,510 | ||||||
Contract Sales Price | $ | $ 13,239 | ||||||
Subsequent Event | Dollar General - Allentown | |||||||
Subsequent Event [Line Items] | |||||||
Number of properties sold (property) | 1 | ||||||
Square Feet | ft² | 9,026 | ||||||
Contract Sales Price | $ | $ 1,699 | ||||||
Subsequent Event | Dollar General - Union Township | |||||||
Subsequent Event [Line Items] | |||||||
Number of properties sold (property) | 1 | ||||||
Square Feet | ft² | 9,014 | ||||||
Contract Sales Price | $ | $ 1,635 | ||||||
Subsequent Event | Dollar General - 15-Pack | |||||||
Subsequent Event [Line Items] | |||||||
Number of properties sold (property) | 15 | ||||||
Square Feet | ft² | 145,938 | ||||||
Contract Sales Price | $ | $ 21,661 | ||||||
Subsequent Event | Fresenius I | |||||||
Subsequent Event [Line Items] | |||||||
Number of properties sold (property) | 1 | ||||||
Square Feet | ft² | 10,155 | ||||||
Contract Sales Price | $ | $ 4,756 |