Document And Entity Information
Document And Entity Information - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 | |
Entity Registrant Name | Phillips Edison Grocery Center REIT II, Inc. | |
Entity Central Index Key | 1,581,405 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 40.4 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Land and improvements | $ 155,535 | $ 103,612 |
Building and improvements | 321,685 | 204,860 |
Acquired intangible lease assets | 53,540 | 33,082 |
Total investment in real estate assets | 530,760 | 341,554 |
Accumulated depreciation and amortization | (13,455) | (3,689) |
Total investment in real estate assets, net | 517,305 | 337,865 |
Cash and cash equivalents | 343,288 | 179,117 |
Deferred financing expense, net of accumulated amortization of $847 and $379, respectively | 3,203 | 3,073 |
Prepaid expenses, net – affiliates | 2,738 | 0 |
Other assets, net | 34,952 | 6,581 |
Total assets | 901,486 | 526,636 |
Liabilities: | ||
Mortgages and loans payable | 71,363 | 29,928 |
Acquired below-market lease intangibles, less accumulated amortization of $1,166 and $330, respectively | 22,727 | 16,919 |
Distributions payable | 4,931 | 3,045 |
Accounts payable – affiliates | 0 | 3,386 |
Accounts payable and other liabilities | 8,699 | 4,857 |
Total liabilities | 107,720 | 58,135 |
Commitments and contingencies (Note 9) | 0 | 0 |
Equity: | ||
Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at June 30, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $0.01 par value per share, 1,000,000 shares authorized, 38,241 and 22,548 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 382 | 225 |
Additional paid-in capital | 841,254 | 490,996 |
Accumulated deficit | (47,870) | (22,720) |
Total equity | 793,766 | 468,501 |
Total liabilities and equity | $ 901,486 | $ 526,636 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Deferred financing expense, accumulated amortization | $ 847 | $ 379 |
Acquired below market lease intangibles, accumulated amortization | $ 1,166 | $ 330 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued and 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 | 38,241,000 | 22,548,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Rental income | $ 8,830 | $ 433 | $ 15,836 | $ 474 |
Tenant recovery income | 2,673 | 106 | 4,972 | 118 |
Other property income | 52 | 0 | 243 | 1 |
Total revenues | 11,555 | 539 | 21,051 | 593 |
Expenses: | ||||
Property operating | 1,929 | 90 | 3,651 | 98 |
Real estate taxes | 1,658 | 53 | 2,951 | 60 |
General and administrative | 556 | 418 | 1,183 | 569 |
Acquisition expenses | 2,506 | 384 | 3,671 | 586 |
Depreciation and amortization | 5,275 | 223 | 9,462 | 256 |
Total expenses | 11,924 | 1,168 | 20,918 | 1,569 |
Other income (expense): | ||||
Interest expense, net | (944) | (130) | (1,645) | (132) |
Other income | 84 | 0 | 168 | 0 |
Net loss | $ (1,229) | $ (759) | $ (1,344) | $ (1,108) |
Per share information - basic and diluted: | ||||
Net loss per share - basic and diluted | $ (0.04) | $ (0.13) | $ (0.05) | $ (0.30) |
Weighted-average common shares outstanding - basic and diluted | 33,826 | 5,913 | 29,530 | 3,637 |
Comprehensive loss: | ||||
Net loss | $ (1,229) | $ (759) | $ (1,344) | $ (1,108) |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Comprehensive loss | $ (1,229) | $ (759) | $ (1,344) | $ (1,108) |
Consolidated Statements Of Equi
Consolidated Statements Of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, values at Dec. 31, 2013 | $ 55 | $ 0 | $ 200 | $ (145) |
Balance, shares at Dec. 31, 2013 | 9 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock, value | 220,594 | $ 89 | 220,505 | |
Issuance of common stock, shares | 8,871 | |||
Distribution reinvestment plan (DRIP), value | 909 | $ 0 | 909 | |
Distribution reinvestment plan (DRIP), shares | 38 | |||
Common distributions declared | (2,921) | (2,921) | ||
Offering costs | (28,987) | (28,987) | ||
Net loss | (1,108) | (1,108) | ||
Balance, values at Jun. 30, 2014 | 188,542 | $ 89 | 192,627 | (4,174) |
Balance, shares at Jun. 30, 2014 | 8,918 | |||
Balance, values at Dec. 31, 2014 | 468,501 | $ 225 | 490,996 | (22,720) |
Balance, shares at Dec. 31, 2014 | 22,548 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock, value | 378,046 | $ 152 | 377,894 | |
Issuance of common stock, shares | 15,218 | |||
Shares repurchases, value | (1,763) | (1,763) | ||
Share repurchases, shares | (10) | |||
Distribution reinvestment plan (DRIP), value | 11,528 | $ 5 | 11,523 | |
Distribution reinvestment plan (DRIP), shares | 485 | |||
Common distributions declared | (23,806) | (23,806) | ||
Offering costs | (37,396) | (37,396) | ||
Net loss | (1,344) | (1,344) | ||
Balance, values at Jun. 30, 2015 | $ 793,766 | $ 382 | $ 841,254 | $ (47,870) |
Balance, shares at Jun. 30, 2015 | 38,241 |
Consolidated Statements Of Equ6
Consolidated Statements Of Equity (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Common distributions declared, per share | $ 0.81 | $ 0.67 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,344) | $ (1,108) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 9,139 | 252 |
Net amortization of above- and below-market leases | (475) | 34 |
Amortization of deferred financing expense | 468 | 3 |
Straight-line rental income | (636) | (43) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and accounts payable – affiliates | 401 | (103) |
Other assets | (1,647) | 59 |
Accounts payable and other liabilities | 1,782 | 488 |
Net cash provided by (used in) operating activities | 7,688 | (418) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Real estate acquisitions | (163,359) | (15,687) |
Capital expenditures | (2,095) | (100) |
Change in restricted cash | (618) | (42) |
Net cash used in investing activities | (166,072) | (15,829) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 378,046 | 220,594 |
Payment of offering costs | (43,921) | (24,399) |
Distributions paid, net of DRIP | (10,392) | (966) |
Repurchases of common stock | (252) | 0 |
Payments on mortgages, notes, and loans payable | (328) | (337) |
Payments of deferred financing expenses | (598) | (257) |
Net cash provided by financing activities | 322,555 | 194,635 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 164,171 | 178,388 |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 179,117 | 100 |
End of period | 343,288 | 178,488 |
SUPPLEMENTAL CASHFLOW DISCLOSURE, INCLUDING NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Cash paid for interest | 1,173 | 69 |
Fair value of debt assumed | 42,085 | 12,933 |
Accrued capital expenditures | 1,057 | 46 |
Accrued loan financing costs | 0 | 196 |
Change in offering costs payable to sponsor(s) | (6,525) | 2,730 |
Reclassification of deferred offering costs to additional paid-in capital | 0 | 1,858 |
Change in distributions payable | 1,886 | 1,046 |
Change in accrued share repurchase obligation | 1,511 | 0 |
Distributions reinvested | $ 11,528 | $ 909 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | ORGANIZATION Phillips Edison Grocery Center REIT II, Inc., (“we,” the “Company,” “our,” or “us”) was formed as a Maryland corporation in June 2013. Substantially all of our business is conducted through Phillips Edison—Grocery Center Operating Partnership II, L.P. (the “Operating Partnership”), a Delaware limited partnership formed in June 2013. We are a limited partner of the Operating Partnership, and our wholly owned subsidiary, PE 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 declared 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. On January 22, 2015, our board of directors initially made the determination to close the primary portion of our initial public offering upon the earlier of (i) June 30, 2015 or (ii) the sale of $1.6 billion in shares of our common stock. On May 28, 2015, our board of directors made the determination to continue to offer shares under the primary portion of our ongoing initial public offering until the earlier of (i) September 15, 2015 or (ii) the sale of $1.6 billion in shares of our common stock. We extended the closing date of this offering in an effort to accomplish our previously stated objective of raising $1.6 billion of proceeds that will be used to grow and diversify our portfolio of grocery-anchored shopping centers. As of August 4, 2015, we had raised $1.0 billion since inception, inclusive of shares sold under the DRIP. Our advisor is American Realty Capital PECO II Advisors, LLC (the “Advisor”), a limited liability company that was formed in the State of Delaware in July 2013 and is under common control with AR Capital LLC (the “AR Capital sponsor”). We entered into an advisory agreement, dated January 22, 2015, which makes the Advisor 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 invest primarily in well-occupied grocery-anchored neighborhood and community shopping centers having a mix of creditworthy national and regional 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 June 30, 2015 , we owned fee simple interests in 31 real estate properties, acquired from third parties unaffiliated with us, the Advisor, or the Sub-advisor. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
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 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 six months ended June 30, 2015 . For a full summary of our accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 5, 2015. Basis of Presentation and Principles of Consolidation —The accompanying 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 consolidated financial statements of Phillips Edison Grocery Center REIT II, Inc. for the year ended December 31, 2014 , which are included in our 2014 Annual Report on Form 10-K, as certain footnote disclosures contained in such audited consolidated 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 six months ended June 30, 2015 are not necessarily indicative of the operating results expected for the full year. The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. Earnings Per Share —Earnings per share (“EPS”) is calculated based on the weighted-average number of common shares outstanding during each period. Diluted EPS considers the effect of any potentially dilutive share equivalents for the three and six months ended June 30, 2015 and 2014 . There were 86,238 and 1,247 Class B units of the Operating Partnership outstanding and held by the Advisor and the Sub-advisor as of June 30, 2015 and 2014 , respectively. 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 June 30, 2015 , and, therefore, the Class B units are not included in the calculation of EPS. Reclassifications —The following line items on our consolidated balance sheet as of December 31, 2014 were reclassified to conform to the current year presentation: • Distributions payable was reclassified from accounts payable and other liabilities to its own line item; and • Restricted cash was reclassified from its own line item to other assets, net. The following line items on our consolidated statement of cash flows for the six months ended June 30, 2014 were reclassified to conform to the current year presentation: • The change in accounts receivable and the change in prepaid expenses and other were reclassified to the change in other assets; and • The change in accounts payable and the change in accrued and other liabilities were reclassified to the change in accounts payable and other liabilities. Impact of Recently Issued Accounting Pronouncements —The following table provides a brief description of recent accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis This update amends the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It may be adopted either retrospectively or on a modified retrospective basis. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs This update amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 , we had issued 38.3 million shares of common stock generating gross proceeds of $950.1 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 tax, may 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 months ended June 30, 2015 and 2014 , were $6.6 million and $0.8 million , respectively. Distributions reinvested through the DRIP for the six months ended June 30, 2015 and 2014 were $11.5 million and $0.9 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. Repurchases 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 without stockholder approval upon 30 days’ written notice. The board of directors also reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase. The following table presents the activity of the share repurchase program for the three and six months ended June 30, 2015 (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, 2015 June 30, 2015 Shares repurchased 7 10 Cost of repurchases $ 170 $ 253 Average repurchase price $ 25.00 $ 25.00 We record a liability representing our obligation to repurchase shares of common stock submitted for repurchase as of period end but not yet repurchased. Below is a summary of our obligation to repurchase shares of common stock recorded as a component of accounts payable and other liabilities on our consolidated balance sheets as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Shares submitted for repurchase 69 3 Liability recorded $ 1,594 $ 83 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | FAIR VALUE MEASUREMENTS ASC 820, Fair Value Measurements (“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. Included in cash and cash equivalents as of June 30, 2015 and December 31, 2014 , was $30.0 million in a money market fund for which we consider the carrying value to approximate fair value based on Level 1 inputs. 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. 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, or at least annually. 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. 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 approximated 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). We have utilized market information, as available, or present value techniques to estimate the amounts required to be disclosed. The following is a summary of discount rates and borrowings as of June 30, 2015 and December 31, 2014 (dollars in thousands): June 30, 2015 December 31, 2014 Discount rates: Secured fixed-rate debt 3.35 % 4.30 % Borrowings: Fair value $ 74,994 $ 31,141 Recorded value 71,363 29,928 |
Real Estate Acquisitions
Real Estate Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Real Estate Acquisitions | REAL ESTATE ACQUISITIONS During the six months ended June 30, 2015 , we acquired 11 grocery-anchored retail centers and one strip center adjacent to a previously acquired grocery-anchored retail center for an aggregate purchase price of approximately $180.2 million , including $41.0 million of assumed debt with a fair value of $42.1 million . During the six months ended June 30, 2014 , we acquired two grocery-anchored retail centers for a purchase price of approximately $28.7 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 of properties which were deemed individually immaterial when acquired, but are material in the aggregate. For the six months ended June 30, 2015 and 2014 , we allocated the purchase price of acquisitions to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2015 2014 Land and improvements $ 51,205 $ 9,144 Building and improvements 115,219 15,509 Acquired in-place leases 18,560 2,154 Acquired above-market leases 1,898 1,906 Acquired below-market leases (6,644 ) (46 ) Total assets and lease liabilities acquired 180,238 28,667 Fair value of assumed debt at acquisition 42,085 12,933 Net assets acquired $ 138,153 $ 15,734 The weighted-average amortization periods for acquired in-place lease, above-market lease, and below-market lease intangibles acquired during the six months ended June 30, 2015 and 2014 are as follows (in years): 2015 2014 Acquired in-place leases 8 9 Acquired above-market leases 7 12 Acquired below-market leases 16 9 The amounts recognized for revenues, acquisition expenses and net loss from each respective acquisition date to June 30, 2015 and 2014 related to the operating activities of our acquisitions are as follows (in thousands): 2015 2014 Revenues $ 4,187 $ 593 Acquisition expenses 3,395 549 Net loss 3,174 503 The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if all of our acquisitions for 2014 and 2015 had been acquired on January 1, 2014 . Acquisition expenses related to each respective acquisition are not expected to have a continuing impact and, therefore, have been excluded from these pro forma results. 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. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Pro forma revenues $ 12,909 $ 10,974 $ 26,076 $ 23,676 Pro forma net income 1,381 780 2,746 2,024 |
Acquired Intangible Assets
Acquired Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Acquired Intangible Assets | ACQUIRED INTANGIBLE ASSETS Acquired intangible lease assets consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Acquired in-place leases $ 47,664 $ 29,104 Acquired above-market leases 5,876 3,978 Total acquired intangible lease assets 53,540 33,082 Accumulated amortization (4,072 ) (1,237 ) Net acquired intangible lease assets $ 49,468 $ 31,845 Summarized below is the amortization recorded on the intangible assets for the three and six months ended June 30, 2015 and 2014 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Acquired in-place leases (1) $ 1,375 $ 61 $ 2,474 $ 73 Acquired above-market leases (2) 207 34 361 34 Total $ 1,582 $ 95 $ 2,835 $ 107 (1) Amortization recorded on acquired in-place leases was included in depreciation and amortization in the consolidated statements of operations. (2) Amortization recorded on acquired above-market leases was an adjustment to rental revenue in the consolidated statements of operations. Estimated future amortization of the respective acquired intangible lease assets as of June 30, 2015 for the remainder of 2015, for each of the five succeeding calendar years, and thereafter is as follows (in thousands): Year In-Place Leases Above-Market Leases July 1 to December 31, 2015 $ 2,962 $ 432 2016 6,020 871 2017 6,013 820 2018 5,236 741 2019 4,533 635 2020 and thereafter 19,368 1,837 Total $ 44,132 $ 5,336 |
Mortgages and Notes Payable
Mortgages and Notes Payable | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Mortgages and Loans Payable | MORTGAGES AND LOANS PAYABLE As of June 30, 2015 and December 31, 2014 , we had approximately $69.0 million and $28.3 million , respectively, of outstanding mortgage notes payable, excluding fair value of debt adjustments. Each mortgage note payable is secured by the respective property on which the debt was placed. As of June 30, 2015 , we had access to a $200 million revolving credit facility, which may be expanded to $700 million . The interest rate on the revolving credit facility is variable, based on the prime rate, one-month LIBOR, or the federal funds rate and is affected by other factors, such as company size and leverage. The credit facility matures on July 2, 2018, with two six-month extension options to extend the maturity to July 2, 2019 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. There were no outstanding borrowings under this facility as of June 30, 2015 , 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. Of the amounts outstanding on our mortgages and loans payable at June 30, 2015 , there are no loans maturing in 2015. As of June 30, 2015 and December 31, 2014 , the weighted-average interest rate for the loans was 5.7% and 5.8% , respectively. The table below summarizes our loan assumptions in conjunction with property acquisitions for the six months ended June 30, 2015 and 2014 (dollars in thousands): 2015 2014 Number of properties acquired with loan assumptions 3 1 Carrying value of assumed debt at acquisition $ 40,996 $ 12,618 Fair value of assumed debt at acquisition 42,085 12,933 The assumed debt market adjustments will be amortized over the remaining lives of the related loans, and this amortization is classified as interest expense. The amortization recorded on the assumed below-market debt adjustments was $199,000 and $3,000 for the three months ended June 30, 2015 and 2014 , respectively. The amortization recorded on the assumed below-market debt adjustment was $322,000 and $3,000 for the six months ended June 30, 2015 and 2014 , respectively. The following is a summary of our debt obligations as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Fixed-rate mortgages payable (1) $ 68,988 $ 28,320 Assumed below-market debt adjustment 2,375 1,608 Total $ 71,363 $ 29,928 (1) Due to the non-recourse nature of these mortgages, the assets and liabilities of the properties are neither available to pay the debts of the consolidated limited liability companies that hold such properties nor constitute obligations of such consolidated limited liability companies as of June 30, 2015 . Below is a listing of our maturity schedule with the respective principal payment obligations (in thousands) and weighted-average interest rates: 2015 (1) 2016 2017 2018 2019 Thereafter Total Maturing debt (2) Fixed-rate mortgages payable $ 396 $ 20,812 $ 21,343 $ 8,774 $ 551 $ 17,112 $ 68,988 Weighted-average interest rate on debt: Fixed-rate mortgages payable 5.6 % 5.7 % 5.6 % 6.6 % 5.3 % 5.4 % 5.7 % (1) Includes only July 1, 2015 through December 31, 2015. (2) The debt maturity table does not include any assumed below-market debt adjustment. |
Acquired Below-Market Lease Int
Acquired Below-Market Lease Intangibles | 6 Months Ended |
Jun. 30, 2015 | |
Below Market Lease [Abstract] | |
Acquired Below-Market Lease Intangibles | ACQUIRED BELOW-MARKET LEASE INTANGIBLES Amortization recorded on the acquired below-market lease intangible liabilities for the three and six months ended June 30, 2015 was $0.4 million and $0.8 million , respectively. An immaterial amount of amortization was recorded on the acquired below-market lease intangible liabilities for the three and six months ended June 30, 2014 . The recorded amortization was an adjustment to rental revenue in the consolidated statements of operations. Estimated future amortization income of the intangible lease liabilities as of June 30, 2015 for the remainder of 2015, each of the five succeeding calendar years, and thereafter is as follows (in thousands): Year Below-Market Leases July 1 to December 31, 2015 $ 941 2016 1,904 2017 1,699 2018 1,571 2019 1,464 2020 and thereafter 15,148 Total $ 22,727 |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
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 will record liabilities as they arise related to environment obligations. 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 consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Economic Dependency —We are dependent on the Advisor, the Sub-advisor, Phillips Edison & Company Ltd. (the “Property Manager”), Realty Capital Securities, LLC (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 an amended and restated 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 and 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 proceeds raised in all primary offerings measured at the completion of such primary offering. Summarized below are the cumulative organization and offering costs charged by and the cumulative costs reimbursed to the Advisor Entities as of June 30, 2015 and December 31, 2014 , and any related amounts (prepaid) unpaid as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Total organization and offering costs charged $ 18,136 $ 16,381 Total organization and offering costs reimbursed 21,458 13,178 Total (prepaid) unpaid organization and offering costs $ (3,322 ) $ 3,203 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 six months ended June 30, 2015 and 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 date on which we calculate an estimated net asset value (“NAV”) per share, the cost of assets and (b) on and after the date on which we calculate an estimated NAV per share, the lower of the cost of assets and the applicable quarterly NAV divided by (ii) (a) prior to the date on which we calculate an estimated NAV per share, 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 date on which we calculate an estimated NAV per share, 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 Entities may receive from us. During the six months ended June 30, 2015 , the Operating Partnership issued 68,813 Class B units 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 October 1, 2014 to March 31, 2015. These Class B units will not vest until an economic hurdle has been met. The Advisor and the Sub-advisor or one of their respective affiliates must 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 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 or 6.0% of the contract sales price. The Conflicts Committee will determine whether our Advisor Entities 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 June 30, 2015 and December 31, 2014 , we owed the Advisor Entities $ 9,000 and $ 11,000 , respectively, for general and administrative expenses paid on our behalf. As of June 30, 2015 , neither the Advisor nor the Sub-advisor had 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 Entities, except for organization and offering costs and general and administrative expenses, which we disclose above, for the three and six months ended June 30, 2015 and 2014 and any related amounts unpaid as of June 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Six Months Ended Unpaid Amount as of June 30, June 30, June 30, December 31, 2015 2014 2015 2014 2015 2014 Acquisition fees $ 1,144 $ 172 $ 1,794 $ 284 $ — $ — Acquisition expenses 154 27 238 41 — — Class B unit distribution (1) 7 — 16 — 5 3 Financing fees 241 95 307 95 — — Total $ 1,546 $ 294 $ 2,355 $ 420 $ 5 $ 3 (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 may pay our Advisor Entities 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 have been incurred or payable to date. Subordinated Participation in Net Sales Proceeds— The Operating Partnership may pay to Phillips Edison 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. Generally, the Advisor has a 15.0% interest and the Sub-advisor has an 85.0% interest in the Special Limited Partner. No sales of real estate assets have occurred to date. Subordinated Incentive Listing Distribution —The Operating Partnership may 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 and provided that we do not engage the Sub-advisor or an affiliate of the Advisor or Sub-advisor as our new external advisor following such termination or non-renewal, 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 occurred to date. Property Manager —All of our real properties are managed and leased by the Property Manager. The Property Manager is wholly owned by our Phillips Edison sponsor. The Property Manager also manages real properties acquired by the Phillips Edison affiliates or other third parties. Property Management Fee —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. Leasing Commissions —In addition to the property management fee or oversight fee, if the Property Manager provides leasing services with respect to a property, we will 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. Construction Management Fee —If we engage the Property Manager to provide construction management services with respect to a particular property, we will 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. Other Fees and Reimbursements —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 six months ended June 30, 2015 and 2014 and any related amounts unpaid as of June 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Six Months Ended Unpaid Amount as of June 30, June 30, June 30, December 31, 2015 2014 2015 2014 2015 2014 Property management fees $ 436 $ 22 $ 766 $ 24 $ 171 $ 97 Leasing commissions 376 7 798 7 212 43 Construction management fees 67 5 87 5 40 5 Other fees and reimbursements 257 11 507 17 147 24 Total $ 1,136 $ 45 $ 2,158 $ 53 $ 570 $ 169 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 provides 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, we utilized transfer agent services provided by an affiliate of the Dealer Manager. Fees incurred from the transfer agent represent amounts paid by our Sub-advisor to the affiliate of the Dealer Manager for such services. We reimburse our Sub-advisor for these fees through the payment of organization and offering costs. 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 six months ended June 30, 2015 and 2014 and any related amounts unpaid, which are included as a component of total unpaid organization and offering costs, as of June 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Six Months Ended Unpaid Amount as of June 30, June 30, June 30, December 31, 2015 2014 2015 2014 2015 2014 Total commissions and fees incurred from Dealer Manager $ 20,690 $ 13,202 $ 35,641 $ 21,006 $ — $ — Fees incurred from the transfer agent 300 144 568 213 300 220 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 | 6 Months Ended |
Jun. 30, 2015 | |
Leases, Operating [Abstract] | |
Operating Leases | 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 June 30, 2015 , assuming no new or renegotiated leases or option extensions on lease agreements, are as follows (in thousands): Year Amount July 1 to December 31, 2015 $ 18,721 2016 36,017 2017 33,259 2018 29,374 2019 23,916 2020 and thereafter 108,376 Total $ 249,663 No single tenant comprised 10% or more of our aggregate annualized effective rent as of June 30, 2015 . |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Sale of Shares of Common Stock From July 1, 2015 through July 31, 2015, we raised gross proceeds of approximately $55.5 million through the issuance of 2.2 million shares of common stock under our offering. As of August 1, 2015, approximately 40.4 million shares remained available for sale to the public under our offering, exclusive of shares available under the DRIP. Distributions to Stockholders Distributions equal to a daily amount of $0.00445205 per share of common stock outstanding were paid subsequent to June 30, 2015 to the stockholders of record from June 1, 2015 through July 31, 2015 as follows (in thousands): Distribution Period Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution June 1, 2015 through June 30, 2015 7/1/2015 $ 4,931 $ 2,633 $ 2,298 July 1, 2015 through July 31, 2015 8/3/2015 5,447 2,916 2,531 On July 8, 2015 , our board of directors authorized distributions to the stockholders of record at the close of business each day in the period commencing August 1, 2015 through and including October 31, 2015. The authorized distributions equal an amount of $0.00445205 per share of common stock, par value $0.01 per share. Acquisitions Subsequent to June 30, 2015 , we acquired the following properties (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Highlands Plaza Easton, MA Hannaford 7/1/2015 $ 22,506 112,869 92.0 % Meadows on the Parkway Boulder, CO Safeway 7/16/2015 47,906 216,437 89.0 % Broadlands Marketplace Broomfield, CO Safeway 7/16/2015 15,482 103,883 96.3 % West Acres Shopping Center Fresno, CA Food Maxx 7/31/2105 10,125 83,414 100.0 % Plano Market Street Plano, TX Market Street 7/31/2015 46,917 169,624 94.0 % 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 was 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. |
Summary Of Significant Accoun20
Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying 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 consolidated financial statements of Phillips Edison Grocery Center REIT II, Inc. for the year ended December 31, 2014 , which are included in our 2014 Annual Report on Form 10-K, as certain footnote disclosures contained in such audited consolidated 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 six months ended June 30, 2015 are not necessarily indicative of the operating results expected for the full year. The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. |
Earnings Per Share | Earnings Per Share —Earnings per share (“EPS”) is calculated based on the weighted-average number of common shares outstanding during each period. Diluted EPS considers the effect of any potentially dilutive share equivalents for the three and six months ended June 30, 2015 and 2014 . |
Reclassifications | Reclassifications —The following line items on our consolidated balance sheet as of December 31, 2014 were reclassified to conform to the current year presentation: • Distributions payable was reclassified from accounts payable and other liabilities to its own line item; and • Restricted cash was reclassified from its own line item to other assets, net. The following line items on our consolidated statement of cash flows for the six months ended June 30, 2014 were reclassified to conform to the current year presentation: • The change in accounts receivable and the change in prepaid expenses and other were reclassified to the change in other assets; and • The change in accounts payable and the change in accrued and other liabilities were reclassified to the change in accounts payable and other liabilities. |
Impact of Recently Issued Accounting Pronouncements | Impact of Recently Issued Accounting Pronouncements —The following table provides a brief description of recent accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis This update amends the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It may be adopted either retrospectively or on a modified retrospective basis. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs This update amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. |
Summary Of Significant Accoun21
Summary Of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table provides a brief description of recent accounting pronouncements that could have a material effect on our financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis This update amends the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It may be adopted either retrospectively or on a modified retrospective basis. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs This update amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. January 1, 2016 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Share repurchase program | The following table presents the activity of the share repurchase program for the three and six months ended June 30, 2015 (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, 2015 June 30, 2015 Shares repurchased 7 10 Cost of repurchases $ 170 $ 253 Average repurchase price $ 25.00 $ 25.00 |
Share repurchase program, repurchase obligations | We record a liability representing our obligation to repurchase shares of common stock submitted for repurchase as of period end but not yet repurchased. Below is a summary of our obligation to repurchase shares of common stock recorded as a component of accounts payable and other liabilities on our consolidated balance sheets as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Shares submitted for repurchase 69 3 Liability recorded $ 1,594 $ 83 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Inputs, Liabilities, Quantitative Information | The following is a summary of discount rates and borrowings as of June 30, 2015 and December 31, 2014 (dollars in thousands): June 30, 2015 December 31, 2014 Discount rates: Secured fixed-rate debt 3.35 % 4.30 % Borrowings: Fair value $ 74,994 $ 31,141 Recorded value 71,363 29,928 |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | For the six months ended June 30, 2015 and 2014 , we allocated the purchase price of acquisitions to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2015 2014 Land and improvements $ 51,205 $ 9,144 Building and improvements 115,219 15,509 Acquired in-place leases 18,560 2,154 Acquired above-market leases 1,898 1,906 Acquired below-market leases (6,644 ) (46 ) Total assets and lease liabilities acquired 180,238 28,667 Fair value of assumed debt at acquisition 42,085 12,933 Net assets acquired $ 138,153 $ 15,734 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The weighted-average amortization periods for acquired in-place lease, above-market lease, and below-market lease intangibles acquired during the six months ended June 30, 2015 and 2014 are as follows (in years): 2015 2014 Acquired in-place leases 8 9 Acquired above-market leases 7 12 Acquired below-market leases 16 9 |
Real Estate Acquisitions, Operating Activities Since Acquisition Date | The amounts recognized for revenues, acquisition expenses and net loss from each respective acquisition date to June 30, 2015 and 2014 related to the operating activities of our acquisitions are as follows (in thousands): 2015 2014 Revenues $ 4,187 $ 593 Acquisition expenses 3,395 549 Net loss 3,174 503 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information summarizes selected financial information from our combined results of operations, as if all of our acquisitions for 2014 and 2015 had been acquired on January 1, 2014 . Acquisition expenses related to each respective acquisition are not expected to have a continuing impact and, therefore, have been excluded from these pro forma results. 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. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2015 2014 2015 2014 Pro forma revenues $ 12,909 $ 10,974 $ 26,076 $ 23,676 Pro forma net income 1,381 780 2,746 2,024 |
Acquired Intangible Assets (Tab
Acquired Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Acquired Intangible Assets | Acquired intangible lease assets consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Acquired in-place leases $ 47,664 $ 29,104 Acquired above-market leases 5,876 3,978 Total acquired intangible lease assets 53,540 33,082 Accumulated amortization (4,072 ) (1,237 ) Net acquired intangible lease assets $ 49,468 $ 31,845 |
Finite-lived Intangible Assets Amortization Expense | Summarized below is the amortization recorded on the intangible assets for the three and six months ended June 30, 2015 and 2014 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Acquired in-place leases (1) $ 1,375 $ 61 $ 2,474 $ 73 Acquired above-market leases (2) 207 34 361 34 Total $ 1,582 $ 95 $ 2,835 $ 107 (1) Amortization recorded on acquired in-place leases was included in depreciation and amortization in the consolidated statements of operations. (2) Amortization recorded on acquired above-market leases was an adjustment to rental revenue in the consolidated statements of operations. |
Schedule of Acquired Intangible Assets, Future Amortization Expense | Estimated future amortization of the respective acquired intangible lease assets as of June 30, 2015 for the remainder of 2015, for each of the five succeeding calendar years, and thereafter is as follows (in thousands): Year In-Place Leases Above-Market Leases July 1 to December 31, 2015 $ 2,962 $ 432 2016 6,020 871 2017 6,013 820 2018 5,236 741 2019 4,533 635 2020 and thereafter 19,368 1,837 Total $ 44,132 $ 5,336 |
Mortgages and Notes Payable (Ta
Mortgages and Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Assumed Debt | The table below summarizes our loan assumptions in conjunction with property acquisitions for the six months ended June 30, 2015 and 2014 (dollars in thousands): 2015 2014 Number of properties acquired with loan assumptions 3 1 Carrying value of assumed debt at acquisition $ 40,996 $ 12,618 Fair value of assumed debt at acquisition 42,085 12,933 |
Schedule of Debt Obligations | The following is a summary of our debt obligations as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Fixed-rate mortgages payable (1) $ 68,988 $ 28,320 Assumed below-market debt adjustment 2,375 1,608 Total $ 71,363 $ 29,928 (1) Due to the non-recourse nature of these mortgages, the assets and liabilities of the properties are neither available to pay the debts of the consolidated limited liability companies that hold such properties nor constitute obligations of such consolidated limited liability companies as of June 30, 2015 . |
Schedule of Maturities of Long-term Debt | Below is a listing of our maturity schedule with the respective principal payment obligations (in thousands) and weighted-average interest rates: 2015 (1) 2016 2017 2018 2019 Thereafter Total Maturing debt (2) Fixed-rate mortgages payable $ 396 $ 20,812 $ 21,343 $ 8,774 $ 551 $ 17,112 $ 68,988 Weighted-average interest rate on debt: Fixed-rate mortgages payable 5.6 % 5.7 % 5.6 % 6.6 % 5.3 % 5.4 % 5.7 % (1) Includes only July 1, 2015 through December 31, 2015. (2) The debt maturity table does not include any assumed below-market debt adjustment. |
Acquired Below-Market Lease I27
Acquired Below-Market Lease Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Below Market Lease [Abstract] | |
Acquired Below-Market Lease, Future Amortization | Estimated future amortization income of the intangible lease liabilities as of June 30, 2015 for the remainder of 2015, each of the five succeeding calendar years, and thereafter is as follows (in thousands): Year Below-Market Leases July 1 to December 31, 2015 $ 941 2016 1,904 2017 1,699 2018 1,571 2019 1,464 2020 and thereafter 15,148 Total $ 22,727 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Summary of Organization and Offering Costs | Summarized below are the cumulative organization and offering costs charged by and the cumulative costs reimbursed to the Advisor Entities as of June 30, 2015 and December 31, 2014 , and any related amounts (prepaid) unpaid as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Total organization and offering costs charged $ 18,136 $ 16,381 Total organization and offering costs reimbursed 21,458 13,178 Total (prepaid) unpaid organization and offering costs $ (3,322 ) $ 3,203 |
Advisor Transactions | Summarized below are the fees earned by and the expenses reimbursable to the Advisor Entities, except for organization and offering costs and general and administrative expenses, which we disclose above, for the three and six months ended June 30, 2015 and 2014 and any related amounts unpaid as of June 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Six Months Ended Unpaid Amount as of June 30, June 30, June 30, December 31, 2015 2014 2015 2014 2015 2014 Acquisition fees $ 1,144 $ 172 $ 1,794 $ 284 $ — $ — Acquisition expenses 154 27 238 41 — — Class B unit distribution (1) 7 — 16 — 5 3 Financing fees 241 95 307 95 — — Total $ 1,546 $ 294 $ 2,355 $ 420 $ 5 $ 3 (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 six months ended June 30, 2015 and 2014 and any related amounts unpaid as of June 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Six Months Ended Unpaid Amount as of June 30, June 30, June 30, December 31, 2015 2014 2015 2014 2015 2014 Property management fees $ 436 $ 22 $ 766 $ 24 $ 171 $ 97 Leasing commissions 376 7 798 7 212 43 Construction management fees 67 5 87 5 40 5 Other fees and reimbursements 257 11 507 17 147 24 Total $ 1,136 $ 45 $ 2,158 $ 53 $ 570 $ 169 |
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 six months ended June 30, 2015 and 2014 and any related amounts unpaid, which are included as a component of total unpaid organization and offering costs, as of June 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Six Months Ended Unpaid Amount as of June 30, June 30, June 30, December 31, 2015 2014 2015 2014 2015 2014 Total commissions and fees incurred from Dealer Manager $ 20,690 $ 13,202 $ 35,641 $ 21,006 $ — $ — Fees incurred from the transfer agent 300 144 568 213 300 220 |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Approximate future rentals to be received under non-cancelable operating leases in effect at June 30, 2015 , assuming no new or renegotiated leases or option extensions on lease agreements, are as follows (in thousands): Year Amount July 1 to December 31, 2015 $ 18,721 2016 36,017 2017 33,259 2018 29,374 2019 23,916 2020 and thereafter 108,376 Total $ 249,663 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Dividends Paid | Distributions equal to a daily amount of $0.00445205 per share of common stock outstanding were paid subsequent to June 30, 2015 to the stockholders of record from June 1, 2015 through July 31, 2015 as follows (in thousands): Distribution Period Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution June 1, 2015 through June 30, 2015 7/1/2015 $ 4,931 $ 2,633 $ 2,298 July 1, 2015 through July 31, 2015 8/3/2015 5,447 2,916 2,531 |
Schedule of Business Acquisitions | Subsequent to June 30, 2015 , we acquired the following properties (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Highlands Plaza Easton, MA Hannaford 7/1/2015 $ 22,506 112,869 92.0 % Meadows on the Parkway Boulder, CO Safeway 7/16/2015 47,906 216,437 89.0 % Broadlands Marketplace Broomfield, CO Safeway 7/16/2015 15,482 103,883 96.3 % West Acres Shopping Center Fresno, CA Food Maxx 7/31/2105 10,125 83,414 100.0 % Plano Market Street Plano, TX Market Street 7/31/2015 46,917 169,624 94.0 % |
Organization (Details)
Organization (Details) | Aug. 04, 2015USD ($) | Jun. 30, 2015USD ($)Properties$ / shares |
Organization [Line Items] | ||
Offering total shares value | $ 2,475,000,000 | |
Event to close the primary portion of IPO, common stock sold | 1,600,000,000 | |
Common stock gross proceeds, including additional paid-in capital | $ 950,100,000 | |
Number of Real Estate Properties | Properties | 31 | |
Subsequent Event | ||
Organization [Line Items] | ||
Common stock gross proceeds, including additional paid-in capital | $ 1,012,700,000 | |
IPO | ||
Organization [Line Items] | ||
Offering total shares value | $ 2,000,000,000 | |
Sale of stock, price per share | $ / shares | $ 25 | |
Initial Public Offering Distribution Reinvestment Plan | ||
Organization [Line Items] | ||
Offering total shares value | $ 475,000,000 | |
Sale of stock, price per share | $ / shares | $ 23.75 |
Summary Of Significant Accoun32
Summary Of Significant Accounting Policies (Details) - shares | Jun. 30, 2015 | Jun. 30, 2014 |
Accounting Policies [Abstract] | ||
Class B units outstanding | 86,238 | 1,247 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common stock, shares issued | 38,300,000 | 38,300,000 | |||
Common stock gross proceeds, including additional paid-in capital | $ 950,100 | $ 950,100 | |||
Preferred stock, shares issued | 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. | ||||
Distributions reinvested | $ 11,528 | $ 909 | |||
Cost of repurchases | $ 1,763 | ||||
Dividend Reinvestment Plan | |||||
Class of Stock [Line Items] | |||||
Common stock, price per share for DRIP | $ 23.75 | $ 23.75 | |||
Distributions reinvested | $ 6,600 | $ 800 | $ 11,500 | $ 900 | |
Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Common stock, share repurchase plan termination notice days | 30 days | ||||
Shares repurchased | 7,000 | 10,000 | |||
Cost of repurchases | $ 170 | $ 253 | |||
Average repurchase price | $ 25 | $ 25 | |||
Shares submitted for repurchase | 69,000 | 69,000 | 3,000 | ||
Liability recorded | $ 1,594 | $ 1,594 | $ 83 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Cash and Cash Equivalents - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Funds, at Carrying Value | $ 30 | $ 30 |
Fair Value Measurements (Deta35
Fair Value Measurements (Details) - Mortgages and Loans Payable - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Recorded value of borrowings | $ 71,363 | $ 29,928 |
Fixed-rate Mortgages Payable | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair value inputs, discount rate | 3.35% | 4.30% |
Fair Value, Inputs, Level 3 | Fixed-rate Mortgages Payable | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair value of borrowings | $ 74,994 | $ 31,141 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | |
Business Acquisition [Line Items] | ||
Business acquisition, cost of acquired entity, debt assumed | $ 40,996 | $ 12,618 |
Fair value of assumed debt at acquisition | $ 42,085 | $ 12,933 |
Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Number of property acquisitions during period | 11 | 2 |
Number of non-grocery anchored properties acquired during period | 1 | |
Business acquisition, cost of acquired entity, purchase price | $ 180,238 | $ 28,667 |
Business acquisition, cost of acquired entity, debt assumed | 40,996 | 12,600 |
Fair value of assumed debt at acquisition | $ 42,085 | $ 12,933 |
Real Estate Acquisitions (Det37
Real Estate Acquisitions (Details) - Allocation - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Business Acquisition [Line Items] | ||
Fair value of assumed debt at acquisition | $ 42,085 | $ 12,933 |
Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Land and improvements | 51,205 | 9,144 |
Building and improvements | 115,219 | 15,509 |
Acquired below-market leases | (6,644) | (46) |
Total assets and lease liabilities acquired | 180,238 | 28,667 |
Fair value of assumed debt at acquisition | 42,085 | 12,933 |
Net assets acquired | 138,153 | 15,734 |
Acquired in-place leases | Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangibles | 18,560 | 2,154 |
Acquired above-market leases | Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangibles | $ 1,898 | $ 1,906 |
Real Estate Acquisitions (Det38
Real Estate Acquisitions (Details)-Weighted average amortization periods - Series of Individually Immaterial Business Acquisitions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Acquired in-place leases | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | 9 years |
Acquired above-market leases | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | 12 years |
Acquired below-market leases | ||
Business Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 16 years | 9 years |
Real Estate Acquisitions (Det39
Real Estate Acquisitions (Details) - Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Acquisition expenses | $ 2,506 | $ 384 | $ 3,671 | $ 586 |
Series of Individually Immaterial Business Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Revenues | 4,187 | 593 | ||
Acquisition expenses | 3,395 | 549 | ||
Net loss | $ (3,174) | $ (503) |
Real Estate Acquisitions (Det40
Real Estate Acquisitions (Details) - Pro Forma - Series of Individually Immaterial Business Acquisitions - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Pro forma revenues | $ 12,909 | $ 10,974 | $ 26,076 | $ 23,676 |
Pro forma net income | $ 1,381 | $ 780 | $ 2,746 | $ 2,024 |
Acquired Intangible Assets (Det
Acquired Intangible Assets (Details) - Period Ending - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible lease assets | $ 53,540 | $ 33,082 |
Acquired intangible assets, accumulated amortization | (4,072) | (1,237) |
Acquired intangible assets, net of accumulated amortization | 49,468 | 31,845 |
Acquired in-place leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible lease assets | 47,664 | 29,104 |
Acquired intangible assets, net of accumulated amortization | 44,132 | |
Acquired above-market leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible lease assets | 5,876 | $ 3,978 |
Acquired intangible assets, net of accumulated amortization | $ 5,336 |
Acquired Intangible Assets (D42
Acquired Intangible Assets (Details) - Amortization Expense - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, amortization | $ 1,582 | $ 95 | $ 2,835 | $ 107 | |
Acquired in-place leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, amortization | [1] | 1,375 | 61 | 2,474 | 73 |
Acquired above-market leases | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Acquired intangible assets, amortization | [2] | $ 207 | $ 34 | $ 361 | $ 34 |
[1] | Amortization recorded on acquired in-place leases was included in depreciation and amortization in the consolidated statements of operations. | ||||
[2] | Amortization recorded on acquired above-market leases was an adjustment to rental revenue in the consolidated statements of operations. |
Acquired Intangible Assets (D43
Acquired Intangible Assets (Details) - Five Succeeding Calendar Years - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, net of accumulated amortization | $ 49,468 | $ 31,845 |
Acquired in-place leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
July 1 to December 31, 2015 | 2,962 | |
2,016 | 6,020 | |
2,017 | 6,013 | |
2,018 | 5,236 | |
2,019 | 4,533 | |
2020 and thereafter | 19,368 | |
Acquired intangible assets, net of accumulated amortization | 44,132 | |
Acquired above-market leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
July 1 to December 31, 2015 | 432 | |
2,016 | 871 | |
2,017 | 820 | |
2,018 | 741 | |
2,019 | 635 | |
2020 and thereafter | 1,837 | |
Acquired intangible assets, net of accumulated amortization | $ 5,336 |
Mortgages and Notes Payable (De
Mortgages and Notes Payable (Details) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Debt Instrument [Line Items] | ||||
Outstanding mortgage notes payable mature in 2015 | $ 0 | |||
Weighted-average interest rate on debt | 5.70% | 5.80% | ||
Fixed-rate Mortgages Payable | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal balance | [1] | $ 68,988,000 | [2] | $ 28,320,000 |
Weighted-average interest rate on debt | 5.70% | |||
Revolving Credit Facility | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Credit facility, current borrowing capacity | $ 200,000,000 | |||
Credit facility, maximum borrowing capacity | $ 700,000,000 | |||
Debt instrument, number of extension options | 2 | |||
Debt instrument, extension fee percentage | 0.075% | |||
[1] | Due to the non-recourse nature of these mortgages, the assets and liabilities of the properties are neither available to pay the debts of the consolidated limited liability companies that hold such properties nor constitute obligations of such consolidated limited liability companies | |||
[2] | The debt maturity table does not include any assumed below-market debt adjustment. |
Mortgages and Notes Payable (45
Mortgages and Notes Payable (Details) - Loan Assumptions $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)Properties | Jun. 30, 2014USD ($)Properties | |
Debt Disclosure [Abstract] | ||||
Number of properties acquired with loan assumptions | Properties | 3 | 1 | ||
Carrying value of assumed debt | $ 40,996 | $ 12,618 | ||
Fair value of assumed debt at acquisition | $ 42,085 | $ 12,933 | 42,085 | 12,933 |
Amortization of assumed below-market debt adjustment | $ 199 | $ 3 | $ 322 | $ 3 |
Mortgages and Notes Payable (46
Mortgages and Notes Payable (Details) - Debt Obligations - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | ||||
Outstanding principal balance, assumed below-market debt adjustment | $ 2,375 | $ 1,608 | ||
Mortgages and loans payable | 71,363 | 29,928 | ||
Fixed-rate Mortgages Payable | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal balance | [1] | $ 68,988 | [2] | $ 28,320 |
[1] | Due to the non-recourse nature of these mortgages, the assets and liabilities of the properties are neither available to pay the debts of the consolidated limited liability companies that hold such properties nor constitute obligations of such consolidated limited liability companies | |||
[2] | The debt maturity table does not include any assumed below-market debt adjustment. |
Mortgages and Notes Payable (47
Mortgages and Notes Payable (Details) - Principal Payment Obligations - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | ||||
Weighted-average interest rate on debt | 5.70% | 5.80% | ||
Fixed-rate Mortgages Payable | ||||
Debt Instrument [Line Items] | ||||
Mortgage principal payment obligations, remainder of 2015 | [1],[2] | $ 396 | ||
Mortgage principal payment obligations, 2016 | [2] | 20,812 | ||
Mortgage principal payment obligations, 2017 | [2] | 21,343 | ||
Mortgage principal payment obligations, 2018 | [2] | 8,774 | ||
Mortgage principal payment obligations, 2019 | [2] | 551 | ||
Mortgage principal payment obligations, thereafter | [2] | 17,112 | ||
Total maturing debt | [3] | $ 68,988 | [2] | $ 28,320 |
Weighted-average interest rate on debt, remainder of 2015 | [1] | 5.60% | ||
Weighted-average interest rate on debt, 2016 | 5.70% | |||
Weighted-average interest rate on debt, 2017 | 5.60% | |||
Weighted-average interest rate on debt, 2018 | 6.60% | |||
Weighted-average interest rate on debt, 2019 | 5.30% | |||
Weighted-average interest rate on debt, thereafter | 5.40% | |||
Weighted-average interest rate on debt | 5.70% | |||
[1] | Includes only July 1, 2015 through December 31, 2015. | |||
[2] | The debt maturity table does not include any assumed below-market debt adjustment. | |||
[3] | Due to the non-recourse nature of these mortgages, the assets and liabilities of the properties are neither available to pay the debts of the consolidated limited liability companies that hold such properties nor constitute obligations of such consolidated limited liability companies |
Acquired Below-Market Lease I48
Acquired Below-Market Lease Intangibles (Details) - Amortization - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total |
Below Market Lease [Abstract] | ||
Acquired below-market lease, amortization | $ 400 | $ 836 |
Acquired Below-Market Lease I49
Acquired Below-Market Lease Intangibles (Details) - Five Succeeding Calendar Years - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Below Market Lease, Net, Amortization Income, Fiscal Year Maturity [Abstract] | ||
July 1 to December 31, 2015 | $ 941 | |
2,016 | 1,904 | |
2,017 | 1,699 | |
2,018 | 1,571 | |
2,019 | 1,464 | |
2020 and thereafter | 15,148 | |
Below-market lease, net | $ 22,727 | $ 16,919 |
Related Party Transactions (Det
Related Party Transactions (Details) - Advisor - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||||||
Max % of offering proceeds payable to advisor & sub-advisor for O&O | 2.00% | |||||
Total organization and offering costs charged | $ 18,136 | $ 18,136 | $ 16,381 | |||
Total organization and offering costs reimbursed | 21,458 | 21,458 | 13,178 | |||
Total (prepaid) unpaid organization and offering costs | $ (3,322) | $ (3,322) | 3,203 | |||
Acquisition fee percentage | 1.00% | 1.00% | ||||
Class B units issuance due date | 60 days | |||||
Class B units issued | 68,813 | |||||
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% | 6.00% | ||||
General and administrative expenses payable to related party | $ 9 | $ 9 | 11 | |||
Acquisition fees | 1,144 | $ 172 | 1,794 | $ 284 | ||
Acquisition expenses | 154 | 27 | 238 | 41 | ||
Class B unit distributions | [1] | 7 | 0 | 16 | 0 | |
Financing fees | 241 | 95 | 307 | 95 | ||
Total fees and expenses | 1,546 | $ 294 | 2,355 | $ 420 | ||
Acquisition fees, unpaid amount | 0 | 0 | 0 | |||
Acquisition expenses, unpaid amount | 0 | 0 | 0 | |||
Class B distributions, unpaid amount | [1] | 5 | 5 | 3 | ||
Financing fees, unpaid amount | 0 | 0 | 0 | |||
Total unpaid fees and expenses | $ 5 | $ 5 | $ 3 | |||
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% | 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 | 15.00% | 15.00% | ||||
Sub-advisor interest in special limited partner | 85.00% | 85.00% | ||||
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 (D51
Related Party Transactions (Details) - Property Manager Transactions - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |||||
Property management fee, percent fee | 4.00% | ||||
Property management oversight fee percent | 1.00% | 1.00% | |||
Property management fees | $ 436 | $ 22 | $ 766 | $ 24 | |
Leasing commissions | 376 | 7 | 798 | 7 | |
Construction management fees | 67 | 5 | 87 | 5 | |
Other property manager fees and reimbursements | 257 | 11 | 507 | 17 | |
Total property manager fees and reimbursements | 1,136 | $ 45 | 2,158 | $ 53 | |
Property management fees, unpaid amount | 171 | 171 | $ 97 | ||
Leasing commissions, unpaid amount | 212 | 212 | 43 | ||
Construction management fees, unpaid amount | 40 | 40 | 5 | ||
Other fees and reimbursements, unpaid amount | 147 | 147 | 24 | ||
Total unpaid property manager fees and reimbursements | $ 570 | $ 570 | $ 169 |
Related Party Transactions (D52
Related Party Transactions (Details) - Other - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
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% | ||||
Commissions and fees incurred from Dealer Manager | $ 20,690,000 | $ 13,202,000 | $ 35,641,000 | $ 21,006,000 | |
Fees and commissions, transfer agent | 300,000 | $ 144,000 | 568,000 | $ 213,000 | |
Fees and commissions payable to the dealer manager | 0 | 0 | $ 0 | ||
Fees and commissions payable to the transfer agent | $ 300,000 | $ 300,000 | $ 220,000 | ||
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)
Operating Leases (Details) - Jun. 30, 2015 $ in Thousands | USD ($)tenant |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
July 1 to December 31, 2015 | $ 18,721 |
2,016 | 36,017 |
2,017 | 33,259 |
2,018 | 29,374 |
2,019 | 23,916 |
2020 and thereafter | 108,376 |
Total | $ 249,663 |
Risks and Uncertainties [Abstract] | |
Number of Major Customers | tenant | 0 |
Concentration Risk, Percentage | 10.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Aug. 01, 2015 | |
Subsequent Event [Line Items] | ||||
Issuance of common stock, value | $ 378,046 | $ 220,594 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Issuance of common stock, value | $ 55,500 | |||
Issuance of common stock, shares | 2.2 | |||
Common stock, shares available for sale | 40.4 |
Subsequent Events (Details) - D
Subsequent Events (Details) - Distributions - USD ($) $ / shares in Units, $ in Thousands | Aug. 03, 2015 | Jul. 01, 2015 | Jul. 31, 2015 | Oct. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||||||
Distribution reinvestment plan (DRIP), value | $ 11,528 | $ 909 | |||||
Net cash distribution | $ 10,392 | $ 966 | |||||
Common Stock, Dividends, Per Share, Declared | $ 0.81 | $ 0.67 | |||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||
Dividend Paid | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, distributions per share daily rate | $ 0.00445205 | ||||||
Gross amount of distribution paid | $ 5,447 | $ 4,931 | |||||
Distribution reinvestment plan (DRIP), value | 2,916 | 2,633 | |||||
Net cash distribution | $ 2,531 | $ 2,298 | |||||
Dividend Declared | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common Stock, Dividends, Per Share, Declared | $ 0.00445205 | ||||||
Common stock, par value | $ 0.01 |
Subsequent Events (Details) - A
Subsequent Events (Details) - Acquisitions - Subsequent Event $ in Thousands | Jul. 31, 2015USD ($)ft² | Jul. 16, 2015USD ($)ft² | Jul. 01, 2015USD ($)ft² |
Highlands Plaza | |||
Subsequent Event [Line Items] | |||
Purchase price | $ 22,506 | ||
Square Footage | ft² | 112,869 | ||
Leased % of Rentable Square Feet at Acquisition | 92.00% | ||
Meadows on the Parkway | |||
Subsequent Event [Line Items] | |||
Purchase price | $ 47,906 | ||
Square Footage | ft² | 216,437 | ||
Leased % of Rentable Square Feet at Acquisition | 89.00% | ||
Broadlands Marketplace | |||
Subsequent Event [Line Items] | |||
Purchase price | $ 15,482 | ||
Square Footage | ft² | 103,883 | ||
Leased % of Rentable Square Feet at Acquisition | 96.30% | ||
West Acres Shopping Center | |||
Subsequent Event [Line Items] | |||
Purchase price | $ 10,125 | ||
Square Footage | ft² | 83,414 | ||
Leased % of Rentable Square Feet at Acquisition | 100.00% | ||
Plano Market Street | |||
Subsequent Event [Line Items] | |||
Purchase price | $ 46,917 | ||
Square Footage | ft² | 169,624 | ||
Leased % of Rentable Square Feet at Acquisition | 94.00% |
Uncategorized Items - cik000158
Label | Element | Value |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | $ (1,229) |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | $ (759) |