Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 01, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Registrant Name | 'Phillips Edison - ARC Grocery Center REIT II, Inc. | ' |
Entity Central Index Key | '0001581405 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 20,548,286 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS [Abstract] | ' | ' |
Land | $26,930 | $0 |
Building and improvements | 80,231 | 0 |
Total investment in real estate assets | 107,161 | 0 |
Accumulated depreciation and amortization | -780 | 0 |
Total investment in real estate assets, net | 106,381 | 0 |
Acquired intangible lease assets, net of accumulated amortization of $489 and $0, respectively | 11,229 | 0 |
Cash and cash equivalents | 243,948 | 100 |
Restricted cash | 68 | 0 |
Deferred offering costs | 0 | 1,858 |
Accounts receivable, net | 410 | 0 |
Deferred financing expense, less accumulated amortization of $189 and $0, respectively | 2,986 | 0 |
Prepaid expenses and other | 16,745 | 390 |
Total assets | 381,767 | 2,348 |
Liabilities: | ' | ' |
Mortgages and loans payable | 12,825 | 0 |
Acquired below market lease intangibles, less accumulated amortization of $91 and $0, respectively | 1,844 | 0 |
Accounts payable | 34 | 0 |
Accounts payable - affiliates | 686 | 1,988 |
Accrued and other liabilities | 4,473 | 9 |
Notes payable | 0 | 296 |
Total liabilities | 19,862 | 2,293 |
Commitments and contingencies (Note 9) | 0 | 0 |
Equity: | ' | ' |
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized, zero shares issued and outstanding at September 30, 2014 and December 31, 2013 | 0 | 0 |
Common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 17,127,943 and 8,888 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 171 | 0 |
Additional paid-in capital | 373,198 | 200 |
Accumulated deficit | -11,464 | -145 |
Total equity | 361,905 | 55 |
Total liabilities and equity | $381,767 | $2,348 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Acquired intangible lease assets, accumulated amortization | $489,182 | $0 |
Deferred financing expense, accumulated amortization | 188,984 | 0 |
Acquired below market lease intangibles, accumulated amortization | $0 | $0 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares outstanding | 17,127,943 | 8,888 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Revenues: | ' | ' |
Rental income | $1,521 | $1,995 |
Tenant recovery income | 423 | 541 |
Other property income | 11 | 12 |
Total revenues | 1,955 | 2,548 |
Expenses: | ' | ' |
Property operating | 313 | 411 |
Real estate taxes | 262 | 322 |
General and administrative | 393 | 962 |
Acquisition expenses | 1,494 | 2,080 |
Depreciation and amortization | 930 | 1,186 |
Total expenses | 3,392 | 4,961 |
Operating loss | -1,437 | -2,413 |
Other income (expense): | ' | ' |
Interest expense, net | -499 | -631 |
Other income | 15 | 15 |
Net loss | -1,921 | -3,029 |
Per share information - basic and diluted: | ' | ' |
Net loss per share - basic and diluted | ($0.15) | ($0.44) |
Weighted-average common shares outstanding - basic and diluted | 13,100,886 | 6,825,981 |
Comprehensive loss: | ' | ' |
Net loss | -1,921 | -3,029 |
Other comprehensive income | 0 | 0 |
Comprehensive loss | ($1,921) | ($3,029) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Equity (USD $) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] |
In Thousands, except Share data, unless otherwise specified | ||||
Balance, values at Dec. 31, 2013 | $55 | $0 | $200 | ($145) |
Balance, shares at Dec. 31, 2013 | ' | 8,888 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Issuance of common stock, value | 422,367 | 170 | 422,197 | ' |
Issuance of common stock, shares | ' | 16,985,349 | ' | ' |
Share repurchases, value | -32 | ' | -32 | ' |
Distribution reinvestment plan (DRIP), value | 3,176 | 1 | 3,175 | ' |
Distribution reinvestment plan (DRIP), shares | ' | 133,706 | ' | ' |
Common distributions declared, $1.08 per share | -8,290 | ' | ' | -8,290 |
Offering costs | -52,342 | ' | -52,342 | ' |
Net loss | -3,029 | ' | ' | -3,029 |
Balance, values at Sep. 30, 2014 | $361,905 | $171 | $373,198 | ($11,464) |
Balance, shares at Sep. 30, 2014 | ' | 17,127,943 | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements Of Equity (Parenthetical) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | ' |
Common distributions declared, per share | $1.08 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' |
Net loss | ($3,029) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' |
Depreciation and amortization | 1,180 |
Net amortization of above- and below- market leases | -8 |
Amortization of deferred financing costs | 189 |
Straight-line rental income | -89 |
Changes in operating assets and liabilities: | ' |
Accounts receivable | -321 |
Prepaid expenses and other | 144 |
Accounts payable | 11 |
Accounts payable - affiliates | 16 |
Accrued and other liabilities | 2,040 |
Net cash provided by operating activities | 133 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' |
Real estate acquisitions | -119,074 |
Capital expenditures | -249 |
Change in restricted cash | -68 |
Net cash used in investing activities | -119,391 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' |
Proceeds from issuance of common stock | 422,367 |
Payment of offering costs | -52,696 |
Payments on mortgages and loans payable | -102 |
Payments on notes payable | -296 |
Distributions paid, net of DRIP | -2,992 |
Payments of loan financing costs | -3,175 |
Net cash provided by financing activities | 363,106 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 243,848 |
CASH AND CASH EQUIVALENTS: | ' |
Beginning of period | 100 |
End of period | 243,948 |
SUPPLEMENTAL CASHFLOW DISCLOSURE, INCLUDING NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' |
Cash paid for interest | 262 |
Change in offering costs payable to advisor and sub-advisor | -2,212 |
Change in distributions payable | 2,122 |
Change in accrued share repurchase obligation | 32 |
Assumed debt, fair value | 12,933 |
Accrued capital expenditures | 293 |
Distributions reinvested | 3,176 |
Reclassification of deferred offering costs to additional paid-in capital | $1,858 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization | ' |
ORGANIZATION | |
Phillips Edison—ARC Grocery Center REIT II, Inc. (“we”, the “Company”, “our” or “us”) was formed as a Maryland corporation on June 5, 2013, and intends to qualify as a real estate investment trust (“REIT”) beginning with the taxable year ending December 31, 2014. Substantially all of our business is conducted through Phillips Edison—ARC Grocery Center Operating Partnership II, L.P. (the “Operating Partnership”), a Delaware limited partnership formed on June 4, 2013. We are a limited partner of the Operating Partnership, and our wholly owned subsidiary, PE-ARC Grocery Center OP GP II LLC, is the sole general partner of the Operating Partnership. As we accept subscriptions for shares in our continuous public offering, we will transfer all of the net proceeds of the offering to the Operating Partnership as a capital contribution in exchange for units of limited partnership interest; however, we are deemed to have made capital contributions in the amount of the gross offering proceeds received from investors. | |
We are offering to the public, pursuant to a registration statement filed on Form S-11 with the Securities and Exchange Commission (the “SEC”) and deemed effective on November 25, 2013, $2.475 billion in shares of common stock on a “reasonable best efforts” basis in our initial public offering (“our initial public offering”). Our initial public offering consists of a primary offering of $2.0 billion in shares offered to investors at a price of $25.00 per share, with discounts available for certain categories of purchasers, and $0.475 billion in shares offered to stockholders pursuant to a distribution reinvestment plan (the “DRIP”) at a price of $23.75 per share. We have the right to reallocate the shares of common stock offered between the primary offering and the DRIP. | |
Our advisor is American Realty Capital PECO II Advisors, LLC (the “Advisor”), a newly organized limited liability company that was formed in the State of Delaware on July 9, 2013 and is under common control with AR Capital LLC (the “AR Capital sponsor”). We have entered into an advisory agreement with the Advisor which makes the Advisor ultimately responsible for the management of our day-to-day activities and the implementation of our investment strategy. The Advisor has delegated certain duties under the advisory agreement, including the management of our day-to-day operations and our portfolio of real estate assets, to Phillips Edison NTR II LLC (the “Sub-advisor”), which is directly or indirectly owned by Phillips Edison Limited Partnership (the “Phillips Edison sponsor”), and Michael Phillips and Jeffrey Edison, principals of our Phillips Edison sponsor. Notwithstanding such delegation to the Sub-advisor, the Advisor retains ultimate responsibility for the performance of all the matters entrusted to it under the advisory agreement. | |
We plan to invest primarily in well-occupied grocery-anchored neighborhood and community shopping centers leased to a mix of national, creditworthy retailers selling necessity-based goods and services in strong demographic markets throughout the United States. In addition, we may invest in other retail properties including power and lifestyle shopping centers, multi-tenant shopping centers, free-standing single-tenant retail properties, and other real estate and real estate-related loans and securities depending on real estate market conditions and investment opportunities that we determine are in the best interests of our stockholders. We expect that retail properties primarily would underlie or secure the real estate-related loans and securities in which we may invest. | |
As of September 30, 2014, we owned a fee simple interest in eight real estate properties, acquired from third parties unaffiliated with us, the Advisor, or the Sub-advisor. |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 9 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies [Abstract] | ' | |
Summary Of Significant Accounting Policies | ' | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Set forth below is a summary of the significant accounting estimates and policies that management believes are important to the preparation of our condensed consolidated interim financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by management. As a result, these estimates are subject to a degree of uncertainty. There have been no changes to our significant accounting policies during the nine months ended September 30, 2014, except that subsequent to the issuance of our Annual Report on Form 10-K, we have continued to adopt additional accounting policies as required by our increasing operational activity, as disclosed below. For a summary of our significant accounting policies previously adopted, refer to our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 6, 2014. | ||
Basis of Presentation and Principles of Consolidation—The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of this Quarterly Report on Form 10-Q should refer to the audited financial statements of Phillips Edison—ARC Grocery Center REIT II, Inc. for the year ended December 31, 2013, which are included in our 2013 Annual Report on Form 10-K, as certain footnote disclosures contained in such audited financial statements have been omitted from this Quarterly Report on Form 10-Q. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation have been included in this Quarterly Report. Our results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the operating results expected for the full year. | ||
Although we were formed on June 5, 2013, we were not capitalized until July 1, 2013, and our first expenses were not incurred until the fourth quarter of 2013. We did not commence operations until January 9, 2014, when we broke the minimum offering escrow requirement. As such, we had no results from operations for the period ended September 30, 2013, and therefore have not presented this as a comparative period within our condensed consolidated financial statements. | ||
The accompanying condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. | ||
Organizational and Offering Costs—The Advisor and the Sub-advisor have paid offering expenses on our behalf. Pursuant to the terms of our advisory agreement with the Advisor, we will reimburse the Advisor and the Sub-advisor on a monthly basis for these costs and future offering costs they or any of their respective affiliates may incur on our behalf but only to the extent that the reimbursement would not exceed 2.0% of gross offering proceeds over the life of the offering or cause the selling commissions, the dealer manager fee and the other organization and offering expenses borne by us to exceed 15.0% of gross offering proceeds as of the date of the reimbursement. Organization and offering expenses include all expenses (other than selling commissions and the dealer manager fee) incurred by or on behalf of us in connection with or in preparing for the registration of and subsequently offering and distributing our shares of common stock to the public, which may include, but are not limited to, expenses for printing, engraving and mailing; compensation of employees while engaged in sales activity; charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts; third-party due diligence fees as set forth in detailed and itemized invoices; and expenses of qualification of the sale of the securities under federal and state laws, including taxes and fees, accountants’ and attorneys’ fees. Pursuant to the terms of the sub-advisory agreement between the Advisor and Sub-advisor, this organization and offering expense limitation of 2.0% is apportioned as follows: 1.5% to our Sub-advisor; and 0.5% to our Advisor. Organizational costs are expensed as incurred by us, the Advisor, Sub-advisor or their respective affiliates on behalf of us. | ||
Investment Property and Lease Intangibles—Real estate assets we have acquired are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method. The estimated useful lives for computing depreciation are generally five to seven years for furniture, fixtures and equipment, 15 years for land improvements and 30 years for buildings and building improvements. Tenant improvements are amortized over the shorter of the respective lease term or the expected useful life of the asset. Major replacements that extend the useful lives of the assets are capitalized, and maintenance and repair costs are expensed as incurred. | ||
Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the individual property may not be recoverable. In such an event, a comparison will be made of the projected operating cash flows of each property on an undiscounted basis to the carrying amount of such property. Such carrying amount would be adjusted, if necessary, to estimated fair values to reflect impairment in the value of the asset. We recorded no impairments for the nine months ended September 30, 2014. | ||
The results of operations of acquired properties are included in our results of operations from their respective dates of acquisition. We assess the acquisition-date fair values of all tangible assets, identifiable intangibles and assumed liabilities using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis and replacement cost) and that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it was vacant. Acquisition-related costs are expensed as incurred. | ||
The fair values of buildings and improvements are determined on an as-if-vacant basis. The estimated fair value of acquired in-place leases is the cost we would have incurred to lease the properties to the occupancy level of the properties at the date of acquisition. Such estimates include leasing commissions, legal costs and other direct costs that would be incurred to lease the properties to such occupancy levels. Additionally, we evaluate the time period over which such occupancy levels would be achieved. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance and utilities) that would be incurred during the lease-up period. Acquired in-place leases as of the date of acquisition are amortized over the average remaining lease terms. | ||
Acquired above- and below-market lease values are recorded based on the present value (using interest rates that reflect the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of the market lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental income over the remaining terms of the respective leases. We also consider fixed rate renewal options in our calculation of the fair value of below-market leases and the periods over which such leases are amortized. If a tenant has a unilateral option to renew a below-market lease and we determine that the tenant has a financial incentive to exercise such option, we include such an option in the calculation of the fair value of such lease and the period over which the lease is amortized. | ||
Management estimates the fair value of assumed mortgage notes payable based upon indications of then-current market pricing for similar types of debt with similar maturities. Assumed mortgage notes payable are initially recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the note’s outstanding principal balance is amortized over the life of the mortgage note payable as an adjustment to interest expense. | ||
Deferred Financing Costs—Deferred financing costs are capitalized and amortized on a straight-line basis over the term of the related financing arrangement, which approximates the effective interest method. Deferred financing costs incurred during the three and nine months ended September 30, 2014 were approximately $2.7 million and $3.2 million, respectively. Amortization of deferred financing costs for the three and nine months ended September 30, 2014 was approximately $0.2 million and was recorded in interest expense in the consolidated statements of operations and comprehensive loss. | ||
Revenue Recognition—We commence revenue recognition on our leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. The determination of who is the owner, for accounting purposes, of the tenant improvements determines the nature of the leased asset and when revenue recognition under a lease begins. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space, and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. | ||
If we conclude that we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce revenue recognized over the term of the lease. In these circumstances, we begin revenue recognition when the lessee takes possession of the unimproved space to construct their own improvements. We consider a number of different factors in evaluating whether we or the lessee is the owner of the tenant improvements for accounting purposes. These factors include: | ||
• | whether the lease stipulates how and on what a tenant improvement allowance may be spent; | |
• | whether the tenant or landlord retains legal title to the improvements; | |
• | the uniqueness of the improvements; | |
• | the expected economic life of the tenant improvements relative to the length of the lease; and | |
• | who constructs or directs the construction of the improvements. | |
We recognize rental income on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts receivable. Due to the impact of the straight-line basis, rental income generally will be greater than the cash collected in the early years and will be less than the cash collected in the later years of a lease. Our policy for percentage rental income is to defer recognition of contingent rental income until the specified target (i.e. breakpoint) that triggers the contingent rental income is achieved. We periodically review the collectability of outstanding receivables. Allowances will be taken for those balances that we deem to be uncollectible, including any amounts relating to straight-line rent receivables. | ||
Reimbursements from tenants for recoverable real estate tax and operating expenses are accrued as revenue in the period in which the applicable expenses are incurred. We make certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. We do not expect the actual results to materially differ from the estimated reimbursements. | ||
Income Taxes—We intend to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with the taxable year ending December 31, 2014. Our qualification and taxation as a REIT depends on our ability, on a continuing basis, to meet certain organizational and operational qualification requirements imposed upon REITs by the Code. If we fail to qualify as a REIT for any reason in a taxable year, we will be subject to tax on our taxable income at regular corporate rates. We would not be able to deduct distributions paid to stockholders in any year in which we fail to qualify as a REIT. We will also be disqualified for the four taxable years following the year during which qualification was lost unless we are entitled to relief under specific statutory provisions. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income, property or net worth, respectively, and to federal income and excise taxes on our undistributed income. Additionally, GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the consolidated financial statements if it is more likely than not that the tax position will be sustained upon examination. We believe it is more likely than not that our tax positions will be sustained in any tax examinations. | ||
Restricted Cash—Restricted cash was $0.1 million as of September 30, 2014. This primarily consisted of escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums, and other amounts required to be escrowed pursuant to loan agreements. | ||
Earnings Per Share—Earnings per share are calculated based on the weighted-average number of common shares outstanding during each period. Diluted income per share considers the effect of any potentially dilutive share equivalents for the three and nine months ended September 30, 2014. | ||
There were 4,455 Class B units of the Operating Partnership outstanding and held by the Advisor and the Sub-advisor as of September 30, 2014. The vesting of the Class B units is contingent upon a market condition and service condition. The satisfaction of the market or service condition was not probable as of September 30, 2014, and, therefore, the Class B units are not included in earnings per share. | ||
Impact of Recently Issued Accounting Pronouncements—In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update raise the threshold for a property disposal to qualify as a discontinued operation and require new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Unless we elect early adoption, the standard will be effective for us on January 1, 2015. In future periods, the adoption of this pronouncement may result in property disposals not qualifying for discontinued operations presentation, and thus the results of those disposals will remain in income from continuing operations. | ||
In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 will eliminate the transaction- and industry-specific revenue recognition guidance currently in place under GAAP and will replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 does not apply to lease contracts accounted for under Accounting Standards Codification (“ASC”) 840, Leases. ASU 2014-09 will be effective for annual and interim periods beginning after December 15, 2016, and early adoption is prohibited. We are currently assessing the impact the adoption of ASU 2014-09 will have on our financial statements. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
Equity | ' |
EQUITY | |
General—We have the authority to issue a total of 1 billion shares of common stock with a par value of $0.01 per share and 10 million shares of preferred stock, $0.01 par value per share. As of September 30, 2014, we had issued 17.1 million shares of common stock generating gross cash proceeds of $425.7 million. We had issued no shares of preferred stock. The holders of shares of common stock are entitled to one vote per share on all matters voted on by stockholders, including election of the board of directors. Our charter does not provide for cumulative voting in the election of directors. | |
Distribution Reinvestment Plan—We have adopted the DRIP that allows stockholders to invest distributions in additional shares of our common stock at a price equal to $23.75 per share. Stockholders who elect to participate in the DRIP, | |
and who are subject to U.S. federal income taxation laws, will incur a tax liability on an amount equal to the fair value on the relevant distribution date of the shares of our common stock purchased with reinvested distributions, even though such stockholders have elected not to receive the distributions used to purchase those shares of common stock in cash. Distributions reinvested through the DRIP for the three and nine months ended September 30, 2014 were $2.3 million and $3.2 million, respectively. | |
Share Repurchase Program—Our share repurchase program may provide a limited opportunity for stockholders to have shares of common stock repurchased, subject to certain restrictions and limitations, at a price equal to or at a discount from the purchase prices paid for the shares being repurchased. | |
Repurchase of shares of common stock will be made at least quarterly upon written notice received by us by 4:00 p.m. Eastern time on the last business day prior to a quarterly financial filing. Stockholders may withdraw their repurchase request at any time before 4:00 p.m. Eastern time on the last business day prior to a quarterly financial filing. | |
The board of directors may, in its sole discretion, amend, suspend, or terminate the share repurchase program at any time. If the board of directors decides to amend, suspend or terminate the share repurchase program, stockholders will be provided with no less than 30 days' written notice. | |
As of September 30, 2014, we had not repurchased any shares under our share repurchase program or otherwise. We did record a liability of $32,000 that represents our intent to repurchase 1,300 shares of common stock submitted as of September 30, 2014 but not yet repurchased. This repurchase will be made outside of the program. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Measurements | ' |
FAIR VALUE MEASUREMENT | |
ASC 820, Fair Value Measurement (“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined by ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows: | |
Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). | |
Level 3—Unobservable inputs, only used to the extent that observable inputs are not available, reflect our assumptions about the pricing of an asset or liability. | |
The following describes the methods we use to estimate the fair value of our financial and non-financial assets and liabilities: | |
Cash and cash equivalents, restricted cash, accounts receivable, and accounts payable—We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization. | |
Real estate investments—The purchase prices of the investment properties, including related lease intangible assets and liabilities, were allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates and current market rents and allowances as determined | |
by management. | |
Mortgages and loans payable —We estimate the fair value of our debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rate used approximates current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). Such discount rate was 5.00% for secured fixed-rate debt as of September 30, 2014. We did not have any mortgage loans as of December 31, 2013. We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. The fair value and recorded value of our borrowings as of September 30, 2014, were $13.8 million and $12.8 million, respectively. |
Real_Estate_Acquisitions
Real Estate Acquisitions | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||||||
Real Estate Acquisitions | ' | |||||||||||||||||||||||
REAL ESTATE ACQUISITIONS | ||||||||||||||||||||||||
During the nine months ended September 30, 2014, we acquired a 100% ownership in eight grocery-anchored retail centers for a purchase price of approximately $116.3 million, including $12.6 million of assumed debt with a fair value of $12.9 million. The following tables present certain additional information regarding our acquisitions. We allocated the purchase price of these acquisitions to the fair value of the assets acquired as follows (in thousands): | ||||||||||||||||||||||||
Building and | In-Place | Above-Market | Below-Market | |||||||||||||||||||||
Acquisition | Land | Improvements | Leases | Leases | Leases | Total | ||||||||||||||||||
Bethany Village Shopping Center | $ | 4,125 | $ | 6,182 | $ | 844 | $ | — | $ | — | $ | 11,151 | ||||||||||||
Staunton Plaza | 3,315 | 11,031 | 1,310 | 1,906 | (46 | ) | 17,516 | |||||||||||||||||
Northpark Village | 1,123 | 6,556 | 632 | 20 | (131 | ) | 8,200 | |||||||||||||||||
Spring Cypress Village | 6,321 | 13,629 | 1,385 | 65 | — | 21,400 | ||||||||||||||||||
Kipling Marketplace | 2,535 | 9,120 | 1,347 | 136 | (788 | ) | 12,350 | |||||||||||||||||
Lake Washington Crossing | 3,134 | 9,604 | 1,596 | — | (934 | ) | 13,400 | |||||||||||||||||
MetroWest Village | 3,412 | 13,781 | 1,417 | 42 | (36 | ) | 18,616 | |||||||||||||||||
Kings Crossing | 2,965 | 10,017 | 986 | 32 | — | 14,000 | ||||||||||||||||||
Total | $ | 26,930 | $ | 79,920 | $ | 9,517 | $ | 2,201 | $ | (1,935 | ) | $ | 116,633 | |||||||||||
The amounts recognized for revenues, acquisition expenses and net income (loss) from the acquisition date to September 30, 2014 related to the operating activities of our acquisitions are as follows (in thousands): | ||||||||||||||||||||||||
Acquisition | Acquisition Date | Revenues | Acquisition Expenses | Net Income (Loss) | ||||||||||||||||||||
Bethany Village Shopping Center | 3/14/14 | $ | 631 | $ | 185 | $ | 14 | |||||||||||||||||
Staunton Plaza | 4/30/14 | 611 | 360 | (433 | ) | |||||||||||||||||||
Northpark Village | 7/25/14 | 148 | 154 | (134 | ) | |||||||||||||||||||
Spring Cypress Village | 7/30/14 | 344 | 326 | (281 | ) | |||||||||||||||||||
Kipling Marketplace | 8/7/14 | 240 | 187 | (157 | ) | |||||||||||||||||||
Lake Washington Crossing | 8/15/14 | 249 | 232 | (176 | ) | |||||||||||||||||||
MetroWest Village | 8/20/14 | 200 | 309 | (306 | ) | |||||||||||||||||||
Kings Crossing | 8/26/14 | 125 | 212 | (214 | ) | |||||||||||||||||||
Total | $ | 2,548 | $ | 1,965 | $ | (1,687 | ) | |||||||||||||||||
The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if the acquisitions had been acquired on July 1, 2013 (date of capitalization). | ||||||||||||||||||||||||
We estimated that revenues, on a pro forma basis, for the three months ended September 30, 2014, would have been approximately $2.9 million, and our net loss, on a pro forma basis, would have been approximately $0.2 million. The pro forma net loss per share would have been approximately $0.02 for the three months ended September 30, 2014. | ||||||||||||||||||||||||
We estimated that revenues, on a pro forma basis, for the nine months ended September 30, 2014, would have been approximately $8.6 million, and our net income, on a pro forma basis, would have been approximately $12,000. The pro forma net income per share would have been approximately $0.00 for the nine months ended September 30, 2014. | ||||||||||||||||||||||||
This pro forma information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred at the beginning of the period, nor does it purport to represent the results of future operations. |
Acquired_Intangible_Assets
Acquired Intangible Assets | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Finite Lived Intangible Assets Disclosure [Abstract] | ' | |||||||
Acquired Intangible Assets | ' | |||||||
ACQUIRED INTANGIBLE ASSETS | ||||||||
Acquired intangible lease assets consisted of the following (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Acquired in-place leases, net of accumulated amortization of $406 and $0, respectively | $ | 9,111 | $ | — | ||||
Acquired above-market leases, net of accumulated amortization of $83 and $0, respectively | 2,118 | — | ||||||
Total | $ | 11,229 | $ | — | ||||
Amortization recorded on the intangible assets for the three and nine months ended September 30, 2014 was $0.4 million and $0.5 million, respectively. | ||||||||
Estimated future amortization of the respective acquired intangible lease assets as of September 30, 2014 for the remainder of 2014 and for each of the five succeeding calendar years and thereafter is as follows (in thousands): | ||||||||
Year | In-Place Leases | Above-Market Leases | ||||||
October 1 to December 31, 2014 | $ | 439 | $ | 53 | ||||
2015 | 1,942 | 234 | ||||||
2016 | 1,942 | 222 | ||||||
2017 | 1,935 | 209 | ||||||
2018 | 1,158 | 187 | ||||||
2019 and thereafter | 1,695 | 1,213 | ||||||
Total | $ | 9,111 | $ | 2,118 | ||||
The weighted-average amortization periods for acquired in-place lease intangibles and acquired above-market lease intangibles are six years and eleven years, respectively. |
Mortgages_and_Notes_Payable
Mortgages and Notes Payable | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Debt Disclosure | ' | |||||||||||||||||||||||||||
MORTGAGES AND LOANS PAYABLE | ||||||||||||||||||||||||||||
Note Payable | ||||||||||||||||||||||||||||
As of December 31, 2013, we had a note payable of $0.3 million related to financing for our annual directors and officers insurance premiums, pursuant to which we made monthly payments of principal and interest. In April 2014, we used the proceeds from our initial public offering to pay the remaining $0.2 million balance of the note payable. | ||||||||||||||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||||||||||
Through KeyBank in its capacity as administrative agent and a group of eight lenders (also including KeyBank), we have access to a $200 million revolving credit facility from which we may draw additional funds as needed. Subject to certain conditions, the revolving credit facility provides us with the ability from time to time to increase the size of the facility up to a total of $700 million. The facility matures on July 2, 2018 and contains two six-month extension options that we may exercise upon payment of an extension fee equal to 0.075% of the total commitments under the facility at the time of each extension. The interest rate on the revolving credit facility is variable, based on either the prime rate, one-month LIBOR, or the federal funds rate and is affected by other factors, such as company size and leverage. There were no outstanding borrowings under this facility as of September 30, 2014, nor did we have any borrowing capacity under the facility, as we had not yet designated any of our properties as being included in the calculation of the borrowing base as defined by the terms of the credit facility. | ||||||||||||||||||||||||||||
Mortgage Loans Payable | ||||||||||||||||||||||||||||
As of September 30, 2014, we had one mortgage note payable in the amount of $12.8 million, inclusive of a below-market assumed debt adjustment of $0.3 million, net of accumulated amortization. We did not have any outstanding mortgage notes payable as of December 31, 2013. The mortgage note payable is secured by Staunton Plaza, the property on which the debt was placed. As of September 30, 2014, the interest rate for the loan was 6.0%. Due to the non-recourse nature of the mortgage, the assets and liabilities of Staunton Plaza are neither available to pay the debt of the consolidated limited liability companies nor do they constitute an obligation of the consolidated limited liability companies. | ||||||||||||||||||||||||||||
During the nine months ended September 30, 2014, in conjunction with our acquisition of Staunton Plaza, we assumed debt of $12.6 million. The assumed debt market adjustment will be amortized over the remaining life of the loan, and this amortization is classified as interest expense. The amortization recorded on the assumed below-market debt adjustment was $3,000 and $6,000 for the three and nine months ended September 30, 2014, respectively. | ||||||||||||||||||||||||||||
Included below are the yearly principal payment obligations (in thousands) and weighted-average interest rates for the Staunton Plaza mortgage loan: | ||||||||||||||||||||||||||||
2014 (1) | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Maturing debt:(2) | ||||||||||||||||||||||||||||
Fixed-rate mortgages payable | $ | 64 | $ | 264 | $ | 279 | $ | 299 | $ | 317 | $ | 11,293 | $ | 12,516 | ||||||||||||||
Weighted-average interest rate on debt: | ||||||||||||||||||||||||||||
Fixed-rate mortgages payable | 6 | % | 6 | % | 6 | % | 6 | % | 6 | % | 6 | % | 6 | % | ||||||||||||||
(1) | Includes only October 1, 2014 through December 31, 2014. | |||||||||||||||||||||||||||
(2) | The debt maturity table does not include any below-market debt adjustment, of which $0.3 million, net of accumulated amortization, was outstanding as of September 30, 2014. |
Acquired_BelowMarket_Lease_Int
Acquired Below-Market Lease Intangibles | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Acquired Below Market Lease Intangibles [Abstract] | ' | |||
Acquired Below-Market Lease Intangibles | ' | |||
ACQUIRED BELOW-MARKET LEASE INTANGIBLES | ||||
Amortization recorded on the intangible liabilities for the three and nine months ended September 30, 2014 was $91,000. | ||||
Estimated future amortization income of the intangible lease liabilities as of September 30, 2014 for the remainder of 2014 and for each of the five succeeding calendar years and thereafter is as follows (in thousands): | ||||
Year | Below-Market Leases | |||
October 1 to December 31, 2014 | $ | 132 | ||
2015 | 534 | |||
2016 | 534 | |||
2017 | 328 | |||
2018 | 199 | |||
2019 and thereafter | 117 | |||
Total | $ | 1,844 | ||
The weighted-average amortization period for below-market lease intangibles is four years. |
Commitments_And_Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments And Contingencies | ' |
COMMITMENTS AND CONTINGENCIES | |
Litigation | |
In the ordinary course of business, we may become subject to litigation or claims. There are no material legal proceedings pending, or known to be contemplated, against us. | |
Environmental Matters | |
In connection with the ownership and operation of real estate, we may be potentially liable for costs and damages related to environmental matters. We have not been notified by any governmental authority of any material non-compliance, liability or other claim, nor are we aware of any other environmental condition that we believe will have a material impact on our condensed consolidated financial statements. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||||||
Related Party Transactions | ' | |||||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||||||
Economic Dependency—We are dependent on the Advisor, the Sub-advisor, the Property Manager, the Dealer Manager and their respective affiliates for certain services that are essential to us, including the sale of our shares of common stock, asset acquisition and disposition decisions, asset management, operating and leasing of our properties, and other general and administrative responsibilities. In the event that the Advisor, the Sub-advisor, the Property Manager and/or the Dealer Manager are unable to provide such services, we would be required to find alternative service providers or sources of capital, which could result in higher costs and expenses. | ||||||||||||||||
Advisory Agreement—Pursuant to our advisory agreement, the Advisor is entitled to specified fees for certain services, including managing our day-to-day activities and implementing our investment strategy. The Advisor has entered into a sub-advisory agreement with the Sub-advisor, which manages our day-to-day affairs and our portfolio of real estate investments, on behalf of the Advisor, subject to the board’s supervision and certain major decisions requiring the consent of both the Advisor and Sub-advisor. The expenses to be reimbursed to the Advisor and Sub-advisor will be reimbursed in proportion to the amount of expenses incurred on our behalf by the Advisor and Sub-advisor, respectively. | ||||||||||||||||
Organization and Offering Costs—Under the terms of the advisory agreement, we are to reimburse on a monthly basis the Advisor, the Sub-advisor or their respective affiliates (the “Advisor Entities”) for cumulative organization and offering costs and future organization and offering costs they may incur on our behalf but only to the extent that the reimbursement would not exceed 2.0% of gross offering proceeds over the life of our initial public offering. As of September 30, 2014, the Advisor, Sub-advisor and their affiliates have charged us approximately $12.1 million of cumulative organization and offering costs, and we have remitted payment in the amount of $12.5 million towards such costs, resulting in net prepaid organization and offering costs of $0.4 million. As of December 31, 2013, the Advisor, Sub-advisor and their affiliates had charged us approximately $1.9 million of cumulative organization and offering costs, and we had not yet reimbursed any such costs, resulting in a payable of $1.9 million. | ||||||||||||||||
Acquisition Fee—We pay our Advisor Entities or their assignees an acquisition fee related to services provided in connection with the selection and purchase or origination of real estate and real estate-related investments. The acquisition fee is equal to 1.0% of the contract purchase price of each property we acquire, including acquisition or origination expenses and any debt attributable to such investments. | ||||||||||||||||
Acquisition Expenses—We reimburse the Sub-advisor for expenses actually incurred related to selecting, evaluating and acquiring assets on our behalf. During the three and nine months ended September 30, 2014, we reimbursed the Sub-advisor for personnel costs related to due diligence services for assets we acquired during the period. | ||||||||||||||||
Asset Management Subordinated Participation—Within 60 days after the end of each calendar quarter (subject to the approval of our board of directors), we will pay an asset management subordinated participation by issuing a number of restricted operating partnership units designated as Class B Units to the Advisor and Sub-advisor equal to: (i) 0.25% multiplied by (a) prior to the NAV pricing date, the cost of assets and (b) on and after the NAV pricing date, the lower of the cost of assets and the applicable quarterly NAV divided by (ii) (a) prior to the NAV pricing date, the value of one share of common stock as of the last day of such calendar quarter, which is equal initially to $22.50 (the primary offering price minus selling commissions and dealer manager fees) and (b) on and after the NAV pricing date, the per share NAV. | ||||||||||||||||
The Advisor and Sub-advisor are entitled to receive distributions on the vested and unvested Class B units they receive in connection with their asset management subordinated participation at the same rate as distributions are paid to common stockholders. Such distributions are in addition to the incentive fees that the Advisor and Sub-advisor and their affiliates may receive from us. During the three and nine months ended September 30, 2014, the Operating Partnership issued 3,209 and 4,455 Class B units, respectively, to the Advisor and the Sub-advisor under the advisory agreement for the asset management services performed by the Advisor and the Sub-advisor during the period from January 1, 2014 to June 30, 2014. These Class B units will not vest until an economic hurdle has been met. The Advisor and Sub-advisor continue to provide advisory services through the date that such economic hurdle is met. The economic hurdle will be met when the value of the Operating Partnership’s assets plus all distributions made equal or exceed the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon. | ||||||||||||||||
Financing Coordination Fee—When our Advisor Entities provide services in connection with the origination or refinancing of any debt that we obtain and use to finance properties or other permitted investments, we pay the Advisor Entities a financing fee equal to 0.75% of all amounts made available under any such loan or line of credit. | ||||||||||||||||
Disposition Fee—For substantial assistance in connection with the sale of properties or other investments, we will pay our Advisor Entities or their respective affiliates up to the lesser of: (i) 2.0% of the contract sales price of each property or other investment sold; or (ii) one-half of the total brokerage commissions paid if a non-affiliated broker is also involved in the sale, provided that total real estate commissions paid (to our Advisor Entities and others) in connection with the sale may not exceed the lesser of a competitive real estate commission and 6.0% of the contract sales price. The Conflicts Committee will determine whether our Advisor Entities or their affiliates have provided substantial assistance to us in connection with the sale of an asset. Substantial assistance in connection with the sale of a property includes our Advisor Entities’ preparation of an investment package for the property (including an investment analysis, rent rolls, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or such other substantial services performed by our Advisor Entities in connection with a sale. | ||||||||||||||||
General and Administrative Expenses—As of September 30, 2014 and December 31, 2013, we owed both the Advisor and the Sub-advisor and their affiliates $68,000 and $130,000, respectively, for general and administrative expenses paid on our behalf. As of September 30, 2014, neither the Advisor nor the Sub-advisor has allocated any portion of their employees’ salaries to general and administrative expenses. | ||||||||||||||||
Summarized below are the fees earned by and the expenses reimbursable to the Advisor and the Sub-advisor, except for organization and offering costs and general and administrative expenses, which we disclose above, for the three and nine months ended September 30, 2014 and any related amounts unpaid as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | Unpaid Amount as of | ||||||||||||||
September 30, | September 30, | September 30, | December 31, | |||||||||||||
2014 | 2014 | 2014 | 2013 | |||||||||||||
Acquisition fees | $ | 880 | $ | 1,164 | $ | — | $ | — | ||||||||
Acquisition expenses | 107 | 147 | — | — | ||||||||||||
Class B unit distribution(1) | 2 | 2 | 1 | — | ||||||||||||
Financing fees | 1,500 | 1,595 | — | — | ||||||||||||
Disposition fees | — | — | — | — | ||||||||||||
Total | $ | 2,489 | $ | 2,908 | $ | 1 | $ | — | ||||||||
(1) | Represents the distributions paid to the Advisor and the Sub-advisor as holders of Class B units of the Operating Partnership. | |||||||||||||||
Annual Subordinated Performance Fee—We will pay our Advisor Entities or their respective affiliates an annual subordinated performance fee calculated on the basis of our total return to stockholders, payable annually in arrears, such that for any year in which our total return on stockholders’ capital exceeds 6.0% per annum, our Advisor Entities will be entitled to 15.0% of the amount in excess of such 6.0% per annum, provided that the amount paid to the Advisor Entities does not exceed 10.0% of the aggregate total return for that year. No such amounts were incurred or payable as of September 30, 2014 or December 31, 2013. | ||||||||||||||||
Subordinated Participation in Net Sales Proceeds—The Operating Partnership will pay to PE-ARC Special Limited Partner II, LLC (the “Special Limited Partner”) a subordinated participation in the net sales proceeds of the sale of real estate assets equal to 15.0% of remaining net sales proceeds after return of capital contributions to stockholders plus payment to investors of a 6.0% cumulative, pre-tax, non-compounded return on the capital contributed by stockholders. The Advisor has a 22.5% interest and the Sub-advisor has an 77.5% interest in the Special Limited Partner. No sales of real estate assets have occurred to date. | ||||||||||||||||
Subordinated Incentive Listing Distribution—The Operating Partnership will pay to the Special Limited Partner a subordinated incentive listing distribution upon the listing of our common stock on a national securities exchange. Such incentive listing distribution is equal to 15.0% of the amount by which the market value of all of our issued and outstanding common stock plus distributions exceeds the aggregate capital contributed by stockholders plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to stockholders. | ||||||||||||||||
Neither the Special Limited Partner nor any of its affiliates can earn both the subordinated participation in the net sales proceeds and the subordinated incentive listing distribution. No subordinated incentive listing distribution has been earned to date. | ||||||||||||||||
Subordinated Distribution Upon Termination of the Advisor Agreement—Upon termination or non-renewal of the advisory agreement, the Special Limited Partner shall be entitled to a subordinated termination distribution in the form of a non-interest bearing promissory note equal to 15.0% of the amount by which the sum of our market value plus distributions exceeds the aggregate capital contributed by stockholders plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to stockholders. In addition, the Special Limited Partner may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. No such termination has been occurred to date. | ||||||||||||||||
Property Manager—All of our real properties are managed and leased by Phillips Edison & Company Ltd. (the “Property Manager”), an affiliated property manager. The Property Manager is wholly owned by our Phillips Edison sponsor and was organized on September 15, 1999. The Property Manager also manages real properties acquired by the Phillips Edison affiliates or other third parties. | ||||||||||||||||
Commencing June 1, 2014, the amount we pay to the Property Manager in monthly property management fees decreased from 4.5% to 4.0% of the monthly gross cash receipts from the properties managed by the Property Manager. In the event that we contract directly with a non-affiliated third-party property manager with respect to a property, we will pay the Property Manager a monthly oversight fee equal to 1.0% of the gross revenues of the property managed. In addition to the property management fee or oversight fee, if the Property Manager provides leasing services with respect to a property, we pay the Property Manager leasing fees in an amount equal to the leasing fees charged by unaffiliated persons rendering comparable services based on national market rates. The Property Manager shall be paid a leasing fee in connection with a tenant’s exercise of an option to extend an existing lease, and the leasing fees payable to the Property Manager may be increased by up to 50% in the event that the Property Manager engages a co-broker to lease a particular vacancy. We reimburse the costs and expenses incurred by the Property Manager on our behalf, including employee compensation, legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties, as well as fees and expenses of third-party accountants. | ||||||||||||||||
If we engage the Property Manager to provide construction management services with respect to a particular property, we pay a construction management fee in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the property. | ||||||||||||||||
The Property Manager hires, directs and establishes policies for employees who have direct responsibility for the operations of each real property it manages, which may include, but is not limited to, on-site managers and building and maintenance personnel. Certain employees of the Property Manager may be employed on a part-time basis and may also be employed by the Sub-advisor or certain of its affiliates. The Property Manager also directs the purchase of equipment and supplies and will supervise all maintenance activity. | ||||||||||||||||
Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three and nine months ended September 30, 2014 and any related amounts unpaid as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | Unpaid Amount as of | ||||||||||||||
September 30, | September 30, | September 30, | December 31, | |||||||||||||
2014 | 2014 | 2014 | 2013 | |||||||||||||
Property management fees | $ | 68 | $ | 92 | $ | 43 | $ | — | ||||||||
Leasing commissions | — | 7 | — | — | ||||||||||||
Construction management fees | 7 | 12 | 5 | — | ||||||||||||
Other fees and reimbursements | 60 | 76 | 25 | — | ||||||||||||
Total | $ | 135 | $ | 187 | $ | 73 | $ | — | ||||||||
Dealer Manager—Our dealer manager is Realty Capital Securities, LLC (the “Dealer Manager”). The Dealer Manager is a member firm of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and was organized on August 29, 2007. The Dealer Manager is under common control with our AR Capital sponsor and will provide certain sales, promotional and marketing services in connection with the distribution of the shares of common stock offered under our offering. Excluding shares sold pursuant to the “friends and family” program, the Dealer Manager will generally be paid a sales commission equal to 7.0% of the gross proceeds from the sale of shares of the common stock sold in the primary offering and a dealer manager fee equal to 3.0% of the gross proceeds from the sale of shares of the common stock sold in the primary offering. | ||||||||||||||||
The Dealer Manager typically reallows 100% of the selling commissions and a portion of the dealer manager fee to participating broker-dealers. Alternatively, a participating broker-dealer may elect to receive a commission based upon the proceeds from the sale of shares by such participating broker-dealer, with a portion of such fee being paid at the time of such sale and the remaining amounts paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale, in which event, a portion of the dealer manager fee will be reallowed such that the combined selling commission and dealer manager fee do not exceed 10% of the gross proceeds of our primary offering. | ||||||||||||||||
Starting with the commencement of our public offering, the Company utilizes transfer agent services provided by an affiliate of the Dealer Manager. Fees incurred from the transfer agent represent amounts paid to the affiliate of the Dealer Manager for such services. The following table details total selling commissions, dealer manager fees, and service fees paid to the Dealer Manager and its affiliate related to the sale of common stock for the three and nine months ended September 30, 2014 and any related amounts unpaid as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | Payable as of | ||||||||||||||
September 30, | September 30, | September 30, | December 31, | |||||||||||||
2014 | 2014 | 2014 | 2013 | |||||||||||||
Total commissions and fees incurred from Dealer Manager | $ | 19,189 | $ | 40,195 | $ | — | $ | — | ||||||||
Fees incurred from the transfer agent | 234 | 447 | 227 | — | ||||||||||||
Share Purchases by Sub-advisor and AR Capital sponsor—Our Sub-advisor made an initial investment in us through the purchase of 8,888 shares of our common stock. The Sub-advisor may not sell any of these shares while serving as the Sub-advisor. Our AR Capital sponsor has also purchased 17,778 shares of our common stock. The Sub-advisor and AR Capital sponsor purchased shares at a purchase price of $22.50 per share, reflecting no dealer manager fee or selling commissions paid on such shares. |
Operating_Leases
Operating Leases | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Operating Leases, Future Minimum Payments Receivable [Abstract] | ' | |||
Future Minimum Rents | ' | |||
OPERATING LEASES | ||||
The terms and expirations of our operating leases with our tenants vary. The lease agreements frequently contain options to extend the terms of leases and other terms and conditions as negotiated. We retain substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. | ||||
Approximate future rentals to be received under non-cancelable operating leases in effect at September 30, 2014, assuming no new or renegotiated leases or option extensions on lease agreements, are as follows (in thousands): | ||||
Year | Amount | |||
October 1 to December 31, 2014 | $ | 2,008 | ||
2015 | 7,708 | |||
2016 | 6,665 | |||
2017 | 5,973 | |||
2018 | 4,983 | |||
2019 and thereafter | 19,711 | |||
Total | $ | 47,048 | ||
Publix and Martin's comprised approximately 17.6% and 13.6%, respectively, of the aggregate annualized effective rent of our eight owned shopping centers as of September 30, 2014. No other tenants comprised 10% or more of our aggregate annualized effective rent as of September 30, 2014. |
Subsequent_Events
Subsequent Events | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Subsequent Events [Abstract] | ' | |||||||||||||||||||
Subsequent Events | ' | |||||||||||||||||||
SUBSEQUENT EVENTS | ||||||||||||||||||||
Sale of Shares of Common Stock | ||||||||||||||||||||
From October 1, 2014 through October 31, 2014, we raised gross proceeds of approximately $79.9 million through the issuance of 3.2 million shares of common stock under our offering. As of November 1, 2014, approximately 59.8 million shares remained available for sale to the public under our offering, exclusive of shares available under the DRIP. | ||||||||||||||||||||
Distributions | ||||||||||||||||||||
On October 1, 2014, we paid a distribution equal to a daily amount of $0.00445210 per share of common stock outstanding for stockholders of record for the period from September 1, 2014 through September 30, 2014. The total gross amount of the distribution was approximately $2.1 million, with $1.1 million being reinvested in the DRIP, for a net cash distribution of $1.0 million. | ||||||||||||||||||||
On November 3, 2014, we paid a distribution equal to a daily amount of $0.00445210 per share of common stock outstanding for stockholders of record for the period from October 1, 2014 through October 31, 2014. The total gross amount of the distribution was approximately $2.6 million, with $1.4 million being reinvested in the DRIP, for a net cash distribution of $1.2 million. | ||||||||||||||||||||
Acquisitions | ||||||||||||||||||||
Subsequent to September 30, 2014, we acquired a 100% ownership in the following properties (dollars in thousands): | ||||||||||||||||||||
Property Name | Location | Anchor Tenant | Acquisition Date | Purchase Price | Mortgage Loan Assumed | Square Footage | Leased % of Rentable Square Feet at Acquisition | |||||||||||||
Commonwealth Square | Folsom, CA | Raley's | 10/2/14 | $ | 19,371 | $ | 7,172 | 141,310 | 84.8 | % | ||||||||||
Colonial Promenade | Winter Haven, FL | Walmart(1) | 10/10/14 | 33,277 | — | 280,228 | 97.4 | % | ||||||||||||
Point Loomis | Milwaukee, WI | Pick 'n Save | 10/21/14 | 10,350 | — | 160,533 | 100 | % | ||||||||||||
Hilander Village | Roscoe, IL | Schnuck's | 10/24/14 | 9,252 | — | 125,712 | 86.6 | % | ||||||||||||
Milan Plaza | Milan, MI | Kroger | 10/24/14 | 2,300 | — | 61,357 | 84.3 | % | ||||||||||||
(1) The anchor tenant of Colonial Promenade is a Walmart Supercenter. | ||||||||||||||||||||
The supplemental purchase accounting disclosures required by GAAP relating to the recent acquisitions of the aforementioned properties have not been presented as the initial accounting for these acquisitions were incomplete at the time this Quarterly Report on Form 10-Q was filed with the SEC. The initial accounting was incomplete due to the late closing dates of the acquisitions. |
Significant_Accounting_Policie
Significant Accounting Policies (Policies) | 9 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies [Abstract] | ' | |
Basis of Presentation and Principles of Consolidation | ' | |
Basis of Presentation and Principles of Consolidation—The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of this Quarterly Report on Form 10-Q should refer to the audited financial statements of Phillips Edison—ARC Grocery Center REIT II, Inc. for the year ended December 31, 2013, which are included in our 2013 Annual Report on Form 10-K, as certain footnote disclosures contained in such audited financial statements have been omitted from this Quarterly Report on Form 10-Q. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation have been included in this Quarterly Report. Our results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the operating results expected for the full year. | ||
Although we were formed on June 5, 2013, we were not capitalized until July 1, 2013, and our first expenses were not incurred until the fourth quarter of 2013. We did not commence operations until January 9, 2014, when we broke the minimum offering escrow requirement. As such, we had no results from operations for the period ended September 30, 2013, and therefore have not presented this as a comparative period within our condensed consolidated financial statements. | ||
The accompanying condensed consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. | ||
Organizational and Offering Costs | ' | |
Organizational and Offering Costs—The Advisor and the Sub-advisor have paid offering expenses on our behalf. Pursuant to the terms of our advisory agreement with the Advisor, we will reimburse the Advisor and the Sub-advisor on a monthly basis for these costs and future offering costs they or any of their respective affiliates may incur on our behalf but only to the extent that the reimbursement would not exceed 2.0% of gross offering proceeds over the life of the offering or cause the selling commissions, the dealer manager fee and the other organization and offering expenses borne by us to exceed 15.0% of gross offering proceeds as of the date of the reimbursement. Organization and offering expenses include all expenses (other than selling commissions and the dealer manager fee) incurred by or on behalf of us in connection with or in preparing for the registration of and subsequently offering and distributing our shares of common stock to the public, which may include, but are not limited to, expenses for printing, engraving and mailing; compensation of employees while engaged in sales activity; charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts; third-party due diligence fees as set forth in detailed and itemized invoices; and expenses of qualification of the sale of the securities under federal and state laws, including taxes and fees, accountants’ and attorneys’ fees. Pursuant to the terms of the sub-advisory agreement between the Advisor and Sub-advisor, this organization and offering expense limitation of 2.0% is apportioned as follows: 1.5% to our Sub-advisor; and 0.5% to our Advisor. Organizational costs are expensed as incurred by us, the Advisor, Sub-advisor or their respective affiliates on behalf of us. | ||
Investment Property and Lease Intangibles | ' | |
Investment Property and Lease Intangibles—Real estate assets we have acquired are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method. The estimated useful lives for computing depreciation are generally five to seven years for furniture, fixtures and equipment, 15 years for land improvements and 30 years for buildings and building improvements. Tenant improvements are amortized over the shorter of the respective lease term or the expected useful life of the asset. Major replacements that extend the useful lives of the assets are capitalized, and maintenance and repair costs are expensed as incurred. | ||
Real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the individual property may not be recoverable. In such an event, a comparison will be made of the projected operating cash flows of each property on an undiscounted basis to the carrying amount of such property. Such carrying amount would be adjusted, if necessary, to estimated fair values to reflect impairment in the value of the asset. We recorded no impairments for the nine months ended September 30, 2014. | ||
The results of operations of acquired properties are included in our results of operations from their respective dates of acquisition. We assess the acquisition-date fair values of all tangible assets, identifiable intangibles and assumed liabilities using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis and replacement cost) and that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it was vacant. Acquisition-related costs are expensed as incurred. | ||
The fair values of buildings and improvements are determined on an as-if-vacant basis. The estimated fair value of acquired in-place leases is the cost we would have incurred to lease the properties to the occupancy level of the properties at the date of acquisition. Such estimates include leasing commissions, legal costs and other direct costs that would be incurred to lease the properties to such occupancy levels. Additionally, we evaluate the time period over which such occupancy levels would be achieved. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance and utilities) that would be incurred during the lease-up period. Acquired in-place leases as of the date of acquisition are amortized over the average remaining lease terms. | ||
Acquired above- and below-market lease values are recorded based on the present value (using interest rates that reflect the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of the market lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental income over the remaining terms of the respective leases. We also consider fixed rate renewal options in our calculation of the fair value of below-market leases and the periods over which such leases are amortized. If a tenant has a unilateral option to renew a below-market lease and we determine that the tenant has a financial incentive to exercise such option, we include such an option in the calculation of the fair value of such lease and the period over which the lease is amortized. | ||
Management estimates the fair value of assumed mortgage notes payable based upon indications of then-current market pricing for similar types of debt with similar maturities. Assumed mortgage notes payable are initially recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the note’s outstanding principal balance is amortized over the life of the mortgage note payable as an adjustment to interest expense. | ||
Deferred Financing Costs | ' | |
Deferred financing costs are capitalized and amortized on a straight-line basis over the term of the related financing arrangement, which approximates the effective interest method. | ||
Revenue Recognition | ' | |
Revenue Recognition—We commence revenue recognition on our leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. The determination of who is the owner, for accounting purposes, of the tenant improvements determines the nature of the leased asset and when revenue recognition under a lease begins. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space, and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. | ||
If we conclude that we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce revenue recognized over the term of the lease. In these circumstances, we begin revenue recognition when the lessee takes possession of the unimproved space to construct their own improvements. We consider a number of different factors in evaluating whether we or the lessee is the owner of the tenant improvements for accounting purposes. These factors include: | ||
• | whether the lease stipulates how and on what a tenant improvement allowance may be spent; | |
• | whether the tenant or landlord retains legal title to the improvements; | |
• | the uniqueness of the improvements; | |
• | the expected economic life of the tenant improvements relative to the length of the lease; and | |
• | who constructs or directs the construction of the improvements. | |
We recognize rental income on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts receivable. Due to the impact of the straight-line basis, rental income generally will be greater than the cash collected in the early years and will be less than the cash collected in the later years of a lease. Our policy for percentage rental income is to defer recognition of contingent rental income until the specified target (i.e. breakpoint) that triggers the contingent rental income is achieved. We periodically review the collectability of outstanding receivables. Allowances will be taken for those balances that we deem to be uncollectible, including any amounts relating to straight-line rent receivables. | ||
Reimbursements from tenants for recoverable real estate tax and operating expenses are accrued as revenue in the period in which the applicable expenses are incurred. We make certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. We do not expect the actual results to materially differ from the estimated reimbursements. | ||
Income Taxes | ' | |
Income Taxes—We intend to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with the taxable year ending December 31, 2014. Our qualification and taxation as a REIT depends on our ability, on a continuing basis, to meet certain organizational and operational qualification requirements imposed upon REITs by the Code. If we fail to qualify as a REIT for any reason in a taxable year, we will be subject to tax on our taxable income at regular corporate rates. We would not be able to deduct distributions paid to stockholders in any year in which we fail to qualify as a REIT. We will also be disqualified for the four taxable years following the year during which qualification was lost unless we are entitled to relief under specific statutory provisions. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income, property or net worth, respectively, and to federal income and excise taxes on our undistributed income. Additionally, GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the consolidated financial statements if it is more likely than not that the tax position will be sustained upon examination. We believe it is more likely than not that our tax positions will be sustained in any tax examinations. | ||
Restricted Cash | ' | |
Restricted Cash—Restricted cash was $0.1 million as of September 30, 2014. This primarily consisted of escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums, and other amounts required to be escrowed pursuant to loan agreements. | ||
Earnings Per Share | ' | |
Earnings Per Share—Earnings per share are calculated based on the weighted-average number of common shares outstanding during each period. Diluted income per share considers the effect of any potentially dilutive share equivalents for the three and nine months ended September 30, 2014. | ||
Impact of Recently Issued Accounting Pronouncements | ' | |
Impact of Recently Issued Accounting Pronouncements—In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update raise the threshold for a property disposal to qualify as a discontinued operation and require new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Unless we elect early adoption, the standard will be effective for us on January 1, 2015. In future periods, the adoption of this pronouncement may result in property disposals not qualifying for discontinued operations presentation, and thus the results of those disposals will remain in income from continuing operations. | ||
In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 will eliminate the transaction- and industry-specific revenue recognition guidance currently in place under GAAP and will replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 does not apply to lease contracts accounted for under Accounting Standards Codification (“ASC”) 840, Leases. ASU 2014-09 will be effective for annual and interim periods beginning after December 15, 2016, and early adoption is prohibited. We are currently assessing the impact the adoption of ASU 2014-09 will have on our financial statements. |
Real_Estate_Acquisitions_Table
Real Estate Acquisitions (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||||||
Schedule of Purchase Price Allocation | ' | |||||||||||||||||||||||
We allocated the purchase price of these acquisitions to the fair value of the assets acquired as follows (in thousands): | ||||||||||||||||||||||||
Building and | In-Place | Above-Market | Below-Market | |||||||||||||||||||||
Acquisition | Land | Improvements | Leases | Leases | Leases | Total | ||||||||||||||||||
Bethany Village Shopping Center | $ | 4,125 | $ | 6,182 | $ | 844 | $ | — | $ | — | $ | 11,151 | ||||||||||||
Staunton Plaza | 3,315 | 11,031 | 1,310 | 1,906 | (46 | ) | 17,516 | |||||||||||||||||
Northpark Village | 1,123 | 6,556 | 632 | 20 | (131 | ) | 8,200 | |||||||||||||||||
Spring Cypress Village | 6,321 | 13,629 | 1,385 | 65 | — | 21,400 | ||||||||||||||||||
Kipling Marketplace | 2,535 | 9,120 | 1,347 | 136 | (788 | ) | 12,350 | |||||||||||||||||
Lake Washington Crossing | 3,134 | 9,604 | 1,596 | — | (934 | ) | 13,400 | |||||||||||||||||
MetroWest Village | 3,412 | 13,781 | 1,417 | 42 | (36 | ) | 18,616 | |||||||||||||||||
Kings Crossing | 2,965 | 10,017 | 986 | 32 | — | 14,000 | ||||||||||||||||||
Total | $ | 26,930 | $ | 79,920 | $ | 9,517 | $ | 2,201 | $ | (1,935 | ) | $ | 116,633 | |||||||||||
Real Estate Acquisitions | ' | |||||||||||||||||||||||
The amounts recognized for revenues, acquisition expenses and net income (loss) from the acquisition date to September 30, 2014 related to the operating activities of our acquisitions are as follows (in thousands): | ||||||||||||||||||||||||
Acquisition | Acquisition Date | Revenues | Acquisition Expenses | Net Income (Loss) | ||||||||||||||||||||
Bethany Village Shopping Center | 3/14/14 | $ | 631 | $ | 185 | $ | 14 | |||||||||||||||||
Staunton Plaza | 4/30/14 | 611 | 360 | (433 | ) | |||||||||||||||||||
Northpark Village | 7/25/14 | 148 | 154 | (134 | ) | |||||||||||||||||||
Spring Cypress Village | 7/30/14 | 344 | 326 | (281 | ) | |||||||||||||||||||
Kipling Marketplace | 8/7/14 | 240 | 187 | (157 | ) | |||||||||||||||||||
Lake Washington Crossing | 8/15/14 | 249 | 232 | (176 | ) | |||||||||||||||||||
MetroWest Village | 8/20/14 | 200 | 309 | (306 | ) | |||||||||||||||||||
Kings Crossing | 8/26/14 | 125 | 212 | (214 | ) | |||||||||||||||||||
Total | $ | 2,548 | $ | 1,965 | $ | (1,687 | ) | |||||||||||||||||
Acquired_Intangible_Assets_Tab
Acquired Intangible Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Finite Lived Intangible Assets Disclosure [Abstract] | ' | |||||||
Acquired Intangible Assets | ' | |||||||
Acquired intangible lease assets consisted of the following (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Acquired in-place leases, net of accumulated amortization of $406 and $0, respectively | $ | 9,111 | $ | — | ||||
Acquired above-market leases, net of accumulated amortization of $83 and $0, respectively | 2,118 | — | ||||||
Total | $ | 11,229 | $ | — | ||||
Schedule of Acquired Intangible Assets, Future Amortization Expense | ' | |||||||
Estimated future amortization of the respective acquired intangible lease assets as of September 30, 2014 for the remainder of 2014 and for each of the five succeeding calendar years and thereafter is as follows (in thousands): | ||||||||
Year | In-Place Leases | Above-Market Leases | ||||||
October 1 to December 31, 2014 | $ | 439 | $ | 53 | ||||
2015 | 1,942 | 234 | ||||||
2016 | 1,942 | 222 | ||||||
2017 | 1,935 | 209 | ||||||
2018 | 1,158 | 187 | ||||||
2019 and thereafter | 1,695 | 1,213 | ||||||
Total | $ | 9,111 | $ | 2,118 | ||||
Mortgages_and_Notes_Payable_Ta
Mortgages and Notes Payable (Tables) | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Schedule of Maturities of Long-term Debt | ' | |||||||||||||||||||||||||||
Included below are the yearly principal payment obligations (in thousands) and weighted-average interest rates for the Staunton Plaza mortgage loan: | ||||||||||||||||||||||||||||
2014 (1) | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Maturing debt:(2) | ||||||||||||||||||||||||||||
Fixed-rate mortgages payable | $ | 64 | $ | 264 | $ | 279 | $ | 299 | $ | 317 | $ | 11,293 | $ | 12,516 | ||||||||||||||
Weighted-average interest rate on debt: | ||||||||||||||||||||||||||||
Fixed-rate mortgages payable | 6 | % | 6 | % | 6 | % | 6 | % | 6 | % | 6 | % | 6 | % | ||||||||||||||
(1) | Includes only October 1, 2014 through December 31, 2014. | |||||||||||||||||||||||||||
(2) | The debt maturity table does not include any below-market debt adjustment, of which $0.3 million, net of accumulated amortization, was outstanding as of September 30, 2014. |
Acquired_BelowMarket_Lease_Int1
Acquired Below-Market Lease Intangibles (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Acquired Below Market Lease Intangibles [Abstract] | ' | |||
Schedule of Acquired Below-Market Lease Intangibles, Future Amortization Expense | ' | |||
Estimated future amortization income of the intangible lease liabilities as of September 30, 2014 for the remainder of 2014 and for each of the five succeeding calendar years and thereafter is as follows (in thousands): | ||||
Year | Below-Market Leases | |||
October 1 to December 31, 2014 | $ | 132 | ||
2015 | 534 | |||
2016 | 534 | |||
2017 | 328 | |||
2018 | 199 | |||
2019 and thereafter | 117 | |||
Total | $ | 1,844 | ||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||||||
Advisor Transactions | ' | |||||||||||||||
Summarized below are the fees earned by and the expenses reimbursable to the Advisor and the Sub-advisor, except for organization and offering costs and general and administrative expenses, which we disclose above, for the three and nine months ended September 30, 2014 and any related amounts unpaid as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | Unpaid Amount as of | ||||||||||||||
September 30, | September 30, | September 30, | December 31, | |||||||||||||
2014 | 2014 | 2014 | 2013 | |||||||||||||
Acquisition fees | $ | 880 | $ | 1,164 | $ | — | $ | — | ||||||||
Acquisition expenses | 107 | 147 | — | — | ||||||||||||
Class B unit distribution(1) | 2 | 2 | 1 | — | ||||||||||||
Financing fees | 1,500 | 1,595 | — | — | ||||||||||||
Disposition fees | — | — | — | — | ||||||||||||
Total | $ | 2,489 | $ | 2,908 | $ | 1 | $ | — | ||||||||
(1) | Represents the distributions paid to the Advisor and the Sub-advisor as holders of Class B units of the Operating Partnership. | |||||||||||||||
Property Manager Transactions | ' | |||||||||||||||
Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three and nine months ended September 30, 2014 and any related amounts unpaid as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | Unpaid Amount as of | ||||||||||||||
September 30, | September 30, | September 30, | December 31, | |||||||||||||
2014 | 2014 | 2014 | 2013 | |||||||||||||
Property management fees | $ | 68 | $ | 92 | $ | 43 | $ | — | ||||||||
Leasing commissions | — | 7 | — | — | ||||||||||||
Construction management fees | 7 | 12 | 5 | — | ||||||||||||
Other fees and reimbursements | 60 | 76 | 25 | — | ||||||||||||
Total | $ | 135 | $ | 187 | $ | 73 | $ | — | ||||||||
Dealer Manager Transactions | ' | |||||||||||||||
The following table details total selling commissions, dealer manager fees, and service fees paid to the Dealer Manager and its affiliate related to the sale of common stock for the three and nine months ended September 30, 2014 and any related amounts unpaid as of September 30, 2014 and December 31, 2013 (in thousands): | ||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | Payable as of | ||||||||||||||
September 30, | September 30, | September 30, | December 31, | |||||||||||||
2014 | 2014 | 2014 | 2013 | |||||||||||||
Total commissions and fees incurred from Dealer Manager | $ | 19,189 | $ | 40,195 | $ | — | $ | — | ||||||||
Fees incurred from the transfer agent | 234 | 447 | 227 | — | ||||||||||||
Operating_Leases_Tables
Operating Leases (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Operating Leases, Future Minimum Payments Receivable [Abstract] | ' | |||
Future Minimum Rents | ' | |||
Approximate future rentals to be received under non-cancelable operating leases in effect at September 30, 2014, assuming no new or renegotiated leases or option extensions on lease agreements, are as follows (in thousands): | ||||
Year | Amount | |||
October 1 to December 31, 2014 | $ | 2,008 | ||
2015 | 7,708 | |||
2016 | 6,665 | |||
2017 | 5,973 | |||
2018 | 4,983 | |||
2019 and thereafter | 19,711 | |||
Total | $ | 47,048 | ||
Subsequent_Events_Tables
Subsequent Events (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Subsequent Events [Abstract] | ' | |||||||||||||||||||
Schedule of Business Acquisitions, by Acquisition | ' | |||||||||||||||||||
Subsequent to September 30, 2014, we acquired a 100% ownership in the following properties (dollars in thousands): | ||||||||||||||||||||
Property Name | Location | Anchor Tenant | Acquisition Date | Purchase Price | Mortgage Loan Assumed | Square Footage | Leased % of Rentable Square Feet at Acquisition | |||||||||||||
Commonwealth Square | Folsom, CA | Raley's | 10/2/14 | $ | 19,371 | $ | 7,172 | 141,310 | 84.8 | % | ||||||||||
Colonial Promenade | Winter Haven, FL | Walmart(1) | 10/10/14 | 33,277 | — | 280,228 | 97.4 | % | ||||||||||||
Point Loomis | Milwaukee, WI | Pick 'n Save | 10/21/14 | 10,350 | — | 160,533 | 100 | % | ||||||||||||
Hilander Village | Roscoe, IL | Schnuck's | 10/24/14 | 9,252 | — | 125,712 | 86.6 | % | ||||||||||||
Milan Plaza | Milan, MI | Kroger | 10/24/14 | 2,300 | — | 61,357 | 84.3 | % | ||||||||||||
(1) The anchor tenant of Colonial Promenade is a Walmart Supercenter. | ||||||||||||||||||||
The supplemental purchase accounting disclosures required by GAAP relating to the recent acquisitions of the aforementioned properties have not been presented as the initial accounting for these acquisitions were incomplete at the time this Quarterly Report on Form 10-Q was filed with the SEC. The initial accounting was incomplete due to the late closing dates of the acquisitions. |
Organization_Details
Organization (Details) (USD $) | Sep. 30, 2014 |
Properties | |
Organization [Line Items] | ' |
Offering total shares value | $2,475,000,000 |
Number of Real Estate Properties | 8 |
IPO [Member] | ' |
Organization [Line Items] | ' |
Offering total shares value | 2,000,000,000 |
Sale of Stock, Price Per Share | $25 |
Initial Public Offering Distribution Reinvestment Plan [Member] | ' |
Organization [Line Items] | ' |
Offering total shares value | $475,000,000 |
Sale of Stock, Price Per Share | $23.75 |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' |
Max % of Offering Proceeds Payable to Advisor & Sub-Advisor for O&O | ' | 2.00% | ' |
Selling Commissions, Dealer Manager Fee, O&O - Total Max % of Gross Proceeds | ' | 15.00% | ' |
Maximum % of offering proceeds payable to Sub-advisor | ' | 1.50% | ' |
Maximum % of offering proceeds payable to Advisor | ' | 0.50% | ' |
Deferred Financing Costs Incurred | $2,700,000 | $3,200,000 | ' |
Amortization of Financing Costs | 200,000 | 189,000 | ' |
Restricted cash | 68,000 | 68,000 | 0 |
Class B Units Outstanding | 4,455 | 4,455 | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Impairment of Real Estate | ' | $0 | ' |
Furniture and Fixtures [Member] | Minimum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | '5 years | ' |
Furniture and Fixtures [Member] | Maximum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | '7 years | ' |
Land Improvements [Member] | Weighted Average [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | '15 years | ' |
Building and Building Improvements [Member] | Weighted Average [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | '30 years | ' |
Equity_Details
Equity (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Dividend Reinvestment Plan [Member] | Dividend Reinvestment Plan [Member] | Share Repurchase Program [Member] | |||
Class of Stock [Line Items] | ' | ' | ' | ' | ' |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ' | ' | ' |
Common stock, par value | $0.01 | $0.01 | ' | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ' | ' | ' |
Preferred stock, par value | $0.01 | $0.01 | ' | ' | ' |
Common stock, shares outstanding | 17,127,943 | 8,888 | ' | ' | ' |
Common Stock, Including Additional Paid in Capital | $425,700,000 | ' | ' | ' | ' |
Preferred stock, shares outstanding | 0 | 0 | ' | ' | ' |
Common Stock, Voting Rights | 'The holders of shares of common stock are entitled to one vote per share on all matters voted on by stockholders, including election of the board of directors. Our charter does not provide for cumulative voting in the election of directors. | ' | ' | ' | ' |
Common stock, price per share | ' | ' | $23.75 | $23.75 | ' |
Distributions reinvested | 3,176,000 | ' | 2,300,000 | 3,200,000 | ' |
Common stock, share repurchase plan termination notice days | ' | ' | ' | ' | '30 days |
Common stock, shares repurchased | ' | ' | ' | ' | 0 |
Common Stock Repurchase Obligations | ' | ' | ' | ' | $32,000 |
Stock Repurchase Program, Repurchase Obligation, Shares | ' | ' | ' | ' | 1,300 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2014 |
In Millions, unless otherwise specified | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Fair Value Discount Rate Fixed Rate Debt | 5.00% |
Mortgage Loans Payable, Fair Value Disclosure | $13.80 |
Secured Debt | $12.80 |
Real_Estate_Acquisitions_Detai
Real Estate Acquisitions (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Properties | |
Business Acquisition [Line Items] | ' |
Number of Property Acquisitions | 8 |
Business Acquisition, Cost of Acquired Entity, Purchase Price | $116,300,000 |
Business Combination, Consideration Transferred, Liabilities Incurred | 12,600,000 |
Assumed debt, fair value | $12,933,000 |
Real_Estate_Acquisitions_Detai1
Real Estate Acquisitions (Details) - Allocation (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Bethany Village [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | $4,125 |
Business Acquisition, Purchase Price Allocation, Building and Improvements | 6,182 |
Business Acquisition, Purchase Price Allocation, In-Place Leases | 844 |
Business Acquisition, Purchase Price Allocation, Above-Market Leases | 0 |
Business Acquisition, Purchase Price Allocation, Below-Market Leases | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 11,151 |
Staunton Plaza [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 3,315 |
Business Acquisition, Purchase Price Allocation, Building and Improvements | 11,031 |
Business Acquisition, Purchase Price Allocation, In-Place Leases | 1,310 |
Business Acquisition, Purchase Price Allocation, Above-Market Leases | 1,906 |
Business Acquisition, Purchase Price Allocation, Below-Market Leases | -46 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 17,516 |
Northpark Village [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 1,123 |
Business Acquisition, Purchase Price Allocation, Building and Improvements | 6,556 |
Business Acquisition, Purchase Price Allocation, In-Place Leases | 632 |
Business Acquisition, Purchase Price Allocation, Above-Market Leases | 20 |
Business Acquisition, Purchase Price Allocation, Below-Market Leases | -131 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 8,200 |
Spring Cypress Village [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 6,321 |
Business Acquisition, Purchase Price Allocation, Building and Improvements | 13,629 |
Business Acquisition, Purchase Price Allocation, In-Place Leases | 1,385 |
Business Acquisition, Purchase Price Allocation, Above-Market Leases | 65 |
Business Acquisition, Purchase Price Allocation, Below-Market Leases | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 21,400 |
Kipling Marketplace [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 2,535 |
Business Acquisition, Purchase Price Allocation, Building and Improvements | 9,120 |
Business Acquisition, Purchase Price Allocation, In-Place Leases | 1,347 |
Business Acquisition, Purchase Price Allocation, Above-Market Leases | 136 |
Business Acquisition, Purchase Price Allocation, Below-Market Leases | -788 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 12,350 |
Lake Washington Crossing [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 3,134 |
Business Acquisition, Purchase Price Allocation, Building and Improvements | 9,604 |
Business Acquisition, Purchase Price Allocation, In-Place Leases | 1,596 |
Business Acquisition, Purchase Price Allocation, Above-Market Leases | 0 |
Business Acquisition, Purchase Price Allocation, Below-Market Leases | -934 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 13,400 |
MetroWest Village [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 3,412 |
Business Acquisition, Purchase Price Allocation, Building and Improvements | 13,781 |
Business Acquisition, Purchase Price Allocation, In-Place Leases | 1,417 |
Business Acquisition, Purchase Price Allocation, Above-Market Leases | 42 |
Business Acquisition, Purchase Price Allocation, Below-Market Leases | -36 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 18,616 |
Kings Crossing [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 2,965 |
Business Acquisition, Purchase Price Allocation, Building and Improvements | 10,017 |
Business Acquisition, Purchase Price Allocation, In-Place Leases | 986 |
Business Acquisition, Purchase Price Allocation, Above-Market Leases | 32 |
Business Acquisition, Purchase Price Allocation, Below-Market Leases | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 14,000 |
Acquisitions in 2014 [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 26,930 |
Business Acquisition, Purchase Price Allocation, Building and Improvements | 79,920 |
Business Acquisition, Purchase Price Allocation, In-Place Leases | 9,517 |
Business Acquisition, Purchase Price Allocation, Above-Market Leases | 2,201 |
Business Acquisition, Purchase Price Allocation, Below-Market Leases | -1,935 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $116,633 |
Real_Estate_Acquisitions_Detai2
Real Estate Acquisitions (Details) - Operations (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Business Acquisition [Line Items] | ' | ' |
Revenues | $1,955 | $2,548 |
Acquisition expenses | 1,494 | 2,080 |
Net income (loss) | -1,921 | -3,029 |
Bethany Village [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenues | ' | 631 |
Acquisition expenses | ' | 185 |
Net income (loss) | ' | 14 |
Staunton Plaza [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenues | ' | 611 |
Acquisition expenses | ' | 360 |
Net income (loss) | ' | -433 |
Northpark Village [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenues | ' | 148 |
Acquisition expenses | ' | 154 |
Net income (loss) | ' | -134 |
Spring Cypress Village [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenues | ' | 344 |
Acquisition expenses | ' | 326 |
Net income (loss) | ' | -281 |
Kipling Marketplace [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenues | ' | 240 |
Acquisition expenses | ' | 187 |
Net income (loss) | ' | -157 |
Lake Washington Crossing [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenues | ' | 249 |
Acquisition expenses | ' | 232 |
Net income (loss) | ' | -176 |
MetroWest Village [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenues | ' | 200 |
Acquisition expenses | ' | 309 |
Net income (loss) | ' | -306 |
Kings Crossing [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenues | ' | 125 |
Acquisition expenses | ' | 212 |
Net income (loss) | ' | -214 |
Acquisitions in 2014 [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenues | ' | 2,548 |
Acquisition expenses | ' | 1,965 |
Net income (loss) | ' | ($1,687) |
Real_Estate_Acquisitions_Detai3
Real Estate Acquisitions (Details) - Pro Forma (Acquisitions in 2014 [Member], USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Acquisitions in 2014 [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Business Acquisition, Pro Forma Revenue | $2,900,000 | $8,600,000 |
Business Acquisition, Pro Forma Net Income (Loss) | ($200,000) | $12,000 |
Business Acquisition, Pro Forma Loss Per Share, Diluted | ($0.02) | $0 |
Acquired_Intangible_Assets_Det
Acquired Intangible Assets (Details) - Period Ending (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired Intangible Assets, Net | $11,229,000 | $0 |
Acquired Intangible Assets, Accumulated Amortization | 489,182 | 0 |
Leases, Acquired-in-Place [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired Intangible Assets, Net | 9,111,000 | 0 |
Acquired Intangible Assets, Accumulated Amortization | 406,000 | ' |
Leases, Acquired-in-Place, Market Adjustment [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired Intangible Assets, Net | 2,118,000 | 0 |
Acquired Intangible Assets, Accumulated Amortization | $83,000 | ' |
Acquired_Intangible_Assets_Det1
Acquired Intangible Assets (Details) - Amortization Expense (USD $) | 3 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Finite Lived Intangible Assets Disclosure [Abstract] | ' | ' |
Acquired Intangible Assets, Amortization Expense | $0.40 | $0.50 |
Acquired_Intangible_Assets_Det2
Acquired Intangible Assets (Details) - Five Succeeding Calendar Years (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired intangible assets, net of accumulated amortization | $11,229 | $0 |
Leases, Acquired-in-Place [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
October 1 to December 31, 2014 | 439 | ' |
2015 | 1,942 | ' |
2016 | 1,942 | ' |
2017 | 1,935 | ' |
2018 | 1,158 | ' |
2019 and thereafter | 1,695 | ' |
Acquired intangible assets, net of accumulated amortization | 9,111 | 0 |
Finite-Lived Intangible Asset, Useful Life | '6 years | ' |
Leases, Acquired-in-Place, Market Adjustment [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
October 1 to December 31, 2014 | 53 | ' |
2015 | 234 | ' |
2016 | 222 | ' |
2017 | 209 | ' |
2018 | 187 | ' |
2019 and thereafter | 1,213 | ' |
Acquired intangible assets, net of accumulated amortization | $2,118 | $0 |
Finite-Lived Intangible Asset, Useful Life | '11 years | ' |
Mortgages_and_Notes_Payable_De
Mortgages and Notes Payable (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |
Apr. 24, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Notes payable | ' | $0 | $0 | $296,000 |
Payoff of Notes Payable | 200,000 | ' | ' | ' |
Long-term Debt, Gross | ' | 12,800,000 | 12,800,000 | ' |
Business Combination, Consideration Transferred, Liabilities Incurred | ' | ' | 12,600,000 | ' |
Amortization of Debt Discount (Premium) | ' | 3,000 | 6,000 | ' |
Assumed Below-Market Debt Adjustment [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Below-market assumed debt adjustment | ' | 300,000 | 300,000 | ' |
Fixed Rate Mortgages Payable [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Weighted Average Interest Rate on Debt | ' | 6.00% | 6.00% | ' |
Revolving Credit Facility [Member] | Unsecured Debt [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | 200,000,000 | 200,000,000 | ' |
Unsecured Line of Credit Facility, Maximum Potential Borrowing Capacity | ' | $700,000,000 | $700,000,000 | ' |
Number of extension options | ' | 2 | 2 | ' |
Debt instrument, extension fee percentage | ' | 0.08% | 0.08% | ' |
Mortgages_and_Notes_Payable_De1
Mortgages and Notes Payable (Details) - Principal Payment Obligations (USD $) | Sep. 30, 2014 | |
Fixed Rate Mortgages Payable [Member] | ' | |
Debt Instrument [Line Items] | ' | |
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | $64,000 | [1],[2] |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 264,000 | [1] |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 279,000 | [1] |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 299,000 | [1] |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 317,000 | [1] |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 11,293,000 | [1] |
Total maturing debt | 12,516,000 | [1] |
Weighted Average Interest Rate for Maturities, Remainder of Fiscal Year | 6.00% | [2] |
Weighted Average Interest Rate for Maturities in Year Two | 6.00% | |
Weighted Average Interest Rate for Maturities in Year Three | 6.00% | |
Weighted Average Interest Rate for Maturities in Year Four | 6.00% | |
Weighted Average Interest Rate for Maturities in Year Five | 6.00% | |
Weighted Average Interest Rate for Maturities After Year Five | 6.00% | |
Weighted Average Interest Rate on Debt | 6.00% | |
Assumed Below-Market Debt Adjustment [Member] | ' | |
Debt Instrument [Line Items] | ' | |
Below-market assumed debt adjustment | $300,000 | |
[1] | The debt maturity table does not include any below-market debt adjustment, of which $0.3 million, net of accumulated amortization, was outstanding as of SeptemberB 30, 2014. | |
[2] | Includes only October 1, 2014 through December 31, 2014. |
Acquired_BelowMarket_Lease_Int2
Acquired Below-Market Lease Intangibles (Details) - Amortization (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Acquired Below Market Intangibles [Abstract] | ' | ' |
Acquired Below Market Lease Intangibles, Amortization | $91,000 | $91,000 |
Acquired_BelowMarket_Lease_Int3
Acquired Below-Market Lease Intangibles Five Succeeding Calendar Years (Details) (Acquired Below-Market Leases [Member], USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Acquired Below-Market Leases [Member] | ' |
Acquired Below-Market Lease Intangibles [Line Items] | ' |
Future Amortization Income, Remainder of Fiscal Year | $132 |
Future Amortization Income, Year Two | 534 |
Future Amortization Income, Year Three | 534 |
Future Amortization Income, Year Four | 328 |
Future Amortization Income, Year Five | 199 |
Future Amortization Income, After Year Five | 117 |
Acquired Below Market Lease Intangibles Future Amortization Income | $1,844 |
Acquired Below Market Lease Intangibles, Weighted Average Amortization Period | '4 years |
Related_Party_Transactions_Det
Related Party Transactions (Details) - Advisor (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | ||||
Related Party Transactions [Abstract] | ' | ' | ' | |||
Max % of Offering Proceeds Payable to Advisor & Sub-Advisor for O&O | ' | 2.00% | ' | |||
Organization and Offering Costs Charged by Advisor and Sub-Advisor | $12,100,000 | $12,100,000 | $1,900,000 | |||
Organization and Offering Costs Reimbursed to Advisor and Sub-Advisor | 12,500,000 | 12,500,000 | 0 | |||
Organization and Offering Costs, Prepaid to Advisor and Sub-Advisor | 400,000 | 400,000 | ' | |||
Organization and Offering Costs Payable to Advisor and Sub-Advisor | ' | ' | 1,900,000 | |||
Acquisition Fee Percentage | 1.00% | 1.00% | ' | |||
Class B Units Issuance Due Date | ' | '60 days | ' | |||
Class B Units Issued | 3,209 | 4,455 | ' | |||
Operating Partnership Return for Class B to Vest | 6.00% | 6.00% | ' | |||
Financing Fee Percentage | 0.75% | 0.75% | ' | |||
Disposition Fee Percentage | 2.00% | 2.00% | ' | |||
Real estate commission, percent of sales price, max | ' | 6.00% | ' | |||
General and Administrative Expenses payable to related party | 68,000 | 68,000 | 130,000 | |||
Acquisition Fees Incurred | 880,000 | 1,164,000 | ' | |||
Acquisition Expense Incurred | 107,000 | 147,000 | ' | |||
Class B Distributions | 2,000 | [1] | 2,000 | [1] | ' | |
Financing Fees Incurred | 1,500,000 | 1,595,000 | ' | |||
Disposition Fees Incurred | 0 | 0 | ' | |||
Fees and Expenses Incurred from Advisor and Sub-Advisor | 2,489,000 | 2,908,000 | ' | |||
Acquisition Fees Payable | 0 | 0 | 0 | |||
Acquisition Expense Payable | 0 | 0 | 0 | |||
Class B Distributions Payable | 1,000 | [1] | 1,000 | [1] | 0 | [1] |
Financing Fees Payable | 0 | 0 | 0 | |||
Disposition Fees Payable | 0 | 0 | 0 | |||
Fees and Expenses Owed to Advisor and Sub-Advisor | $1,000 | $1,000 | $0 | |||
Investor Return Before Subordinated Performance Participation | 6.00% | 6.00% | ' | |||
Subordinated Performance Fee Percentage | 15.00% | 15.00% | ' | |||
Limit on Performance Fee, Percent of Total Return, Max | ' | 10.00% | ' | |||
Subordinated Participation in Net Sales Proceeds Percentage | 15.00% | 15.00% | ' | |||
Investor Return Before Subordinated Participation in Net Sales Proceeds | 6.00% | 6.00% | ' | |||
Advisor Interest in Special Limited Partner | 22.50% | 22.50% | ' | |||
Sub-Advisor Interest in Special Limited Partner | 77.50% | 77.50% | ' | |||
Subordinated Incentive Listing Fee Percentage | 15.00% | 15.00% | ' | |||
Investor Return Before Subordinated Listing Incentive Fee | 6.00% | 6.00% | ' | |||
Subordinated Distribution Upon Termination of Advisor Agreement Percentage | 15.00% | 15.00% | ' | |||
Investor Return Before Subordinated Distribution Upon Termination of Advisor Agreement | 6.00% | 6.00% | ' | |||
[1] | Represents the distributions paid to the Advisor and the Sub-advisor as holders of Class B units of the Operating Partnership. |
Related_Party_Transactions_Det1
Related Party Transactions (Details) - Property Manager Transactions (USD $) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | 31-May-14 | Sep. 30, 2014 | Dec. 31, 2013 |
Related Party Transactions [Abstract] | ' | ' | ' | ' | ' |
Property Management Fee, Percent Fee | ' | 4.00% | 4.50% | ' | ' |
Property Management Oversight Fee, Percent Fee | ' | ' | ' | 1.00% | ' |
Allowed Percentage Increase to Leasing Fee Payable | ' | ' | ' | 50.00% | ' |
Property Management Fees Incurred | $68 | ' | ' | $92 | ' |
Leasing Commissions Incurred | 0 | ' | ' | 7 | ' |
Construction Management Fees Incurred | 7 | ' | ' | 12 | ' |
Other Property Manager Fees and Reimbursements Incurred | 60 | ' | ' | 76 | ' |
Property Manager Fees and Reimbursements Incurred, Total | 135 | ' | ' | 187 | ' |
Property Management Fees Payable | 43 | 43 | ' | 43 | 0 |
Leasing Commissions Payable | 0 | 0 | ' | 0 | 0 |
Construction Management Fees Payable | 5 | 5 | ' | 5 | 0 |
Other Fees and Reimbursements Payable to Property Manager | 25 | 25 | ' | 25 | 0 |
Property Manager Fees and Reimbursements Payable, Total | $73 | $73 | ' | $73 | $0 |
Related_Party_Transactions_Det2
Related Party Transactions (Details) - Other (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Related Party Transactions [Abstract] | ' | ' | ' |
Dealer Manager Selling Commission Percentage | 7.00% | 7.00% | ' |
Dealer Manager Fee Percentage | 3.00% | 3.00% | ' |
Percentage of Dealer Manager Selling Commissions Typically Reallowed | ' | 100.00% | ' |
Selling Commission & Dealer Manager Fee, Percent of Offering, Max | ' | 10.00% | ' |
Dealer Manager Selling Commissions Incurred | $19,189 | $40,195 | ' |
Fees and Commissions, Transfer Agent | 234 | 447 | ' |
Fees and Commissions Payable to the Dealer Manager | 0 | 0 | 0 |
Fees and Commissions Payable to the Transfer Agent | $227 | $227 | $0 |
Shares Owned by Sub-Advisor | 8,888 | 8,888 | ' |
Shares Owned by AR Capital Sponsor | 17,778 | 17,778 | ' |
Advisor and Sub-Advisor Share Purchase Price | ' | $22.50 | ' |
Operating_Leases_Details_Appro
Operating Leases (Details) - Approximate Future Rentals (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | ' |
October 1 to December 31, 2014 | $2,008 |
2015 | 7,708 |
2016 | 6,665 |
2017 | 5,973 |
2018 | 4,983 |
2019 and thereafter | 19,711 |
Operating Leases, Future Minimum Payments Receivable, Total | $47,048 |
Operating_Leases_Details_Ten_P
Operating Leases (Details) - Ten Percent Tenants | 9 Months Ended |
Sep. 30, 2014 | |
Properties | |
Concentration Risk [Line Items] | ' |
Number of Properties Acquired During Period | 8 |
Publix [Member] | ' |
Concentration Risk [Line Items] | ' |
Concentration Risk, Percentage | 17.60% |
Martin's [Member] | ' |
Concentration Risk [Line Items] | ' |
Concentration Risk, Percentage | 13.60% |
Other Tenants Maximum [Member] | ' |
Concentration Risk [Line Items] | ' |
Concentration Risk, Percentage | 10.00% |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Nov. 03, 2014 | Oct. 01, 2014 | Oct. 31, 2014 | Nov. 01, 2014 | Oct. 02, 2014 | Oct. 02, 2014 | Oct. 10, 2014 | Oct. 10, 2014 | Oct. 21, 2014 | Oct. 21, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Commonwealth Square [Member] | Commonwealth Square [Member] | Colonial Promenade [Member] | Colonial Promenade [Member] | Point Loomis [Member] | Point Loomis [Member] | Hilander Village [Member] | Hilander Village [Member] | Milan Plaza [Member] | Milan Plaza [Member] | ||
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||
sqft | sqft | sqft | sqft | sqft | |||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, value | $422,367 | ' | ' | $79,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, Shares Available for Sale | ' | ' | ' | ' | 59,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Distributions Per Share Daily Rate | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends, Common Stock, Cash | 8,290 | 2,600 | 2,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution reinvestment plan (DRIP), value | 3,176 | 1,400 | 1,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions Paid, Net of DRIP | 2,992 | 1,200 | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | 19,371 | ' | 33,277 | ' | 10,350 | ' | 9,252 | ' | 2,300 | ' |
Business Combination, Consideration Transferred, Liabilities Incurred | $12,600 | ' | ' | ' | ' | $7,172 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rentable Square Feet | ' | ' | ' | ' | ' | ' | 141,310 | ' | 280,228 | ' | 160,533 | ' | 125,712 | ' | 61,357 |
Leased Percentage | ' | ' | ' | ' | ' | ' | 84.80% | ' | 97.40% | ' | 100.00% | ' | 86.60% | ' | 84.30% |